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Secured Financings
3 Months Ended
Mar. 31, 2015
Debt Disclosure [Abstract]  
Secured Financings

5. SECURED FINANCINGS

As of March 31, 2015, our secured financings included revolving repurchase facilities, asset-specific financings, and senior loan participations sold. During the three months ended March 31, 2015, we increased the maximum facility size of three of our revolving repurchase facilities, entered into one asset-specific repurchase agreement, and sold one senior loan participation, providing an additional $1.1 billion of credit capacity.

Repurchase Agreements

Revolving Repurchase Facilities

The following table details our revolving repurchase facilities ($ in thousands):

 

     March 31, 2015      Dec. 31, 2014
Borrowings
Outstanding
 
     Maximum
Facility Size(1)
     Collateral
Assets(2)
     Repurchase Borrowings(3)     

Lender

         Potential      Outstanding      Available     

Wells Fargo

   $ 1,000,000       $ 837,372       $ 654,656       $ 515,103       $ 139,553       $ 484,365   

JP Morgan(4)

     739,147         741,916         580,899         513,813         67,086         341,487   

Bank of America

     750,000         501,041         397,700         397,033         667         389,347   

MetLife

     750,000         527,611         409,178         347,943         61,235         305,889   

Citibank

     500,000         625,053         474,103         340,511         133,592         392,455   

Morgan Stanley(5)

     370,250         171,590         135,125         127,227         7,898         127,240   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
$ 4,109,397    $ 3,404,583    $ 2,651,661    $ 2,241,630    $ 410,031    $ 2,040,783   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

(1)

Maximum facility size represents the total amount of borrowings in each repurchase agreement, however these borrowings are only available to us once sufficient collateral assets have been pledged under each facility at the discretion of the lender.

(2)

Represents the principal balance of the collateral assets.

(3)

Potential borrowings represent the total amount we could draw under each facility based on collateral already approved and pledged. When undrawn, these amounts are immediately available to us at our sole discretion under the terms of each revolving credit facility.

(4)

The JP Morgan maximum facility size is composed of a $250.0 million facility and a £153.0 million ($226.6 million) facility, and $262.5 million related solely to a specific asset with a repurchase date of January 9, 2018.

(5)

The Morgan Stanley maximum facility size represents a £250.0 million ($370.3 million) facility.

The weighted-average outstanding balance of our revolving repurchase facilities was $2.3 billion for the three months ended March 31, 2015. As of March 31, 2015, we had aggregate borrowings of $2.2 billion outstanding under our revolving repurchase facilities, with a weighted-average cash coupon of LIBOR plus 1.87% per annum and a weighted-average all-in cost of credit, including associated fees and expenses, of LIBOR plus 2.09% per annum. As of March 31, 2015, outstanding borrowings under these facilities had a weighted-average maturity, excluding extension options and term-out provisions, of 1.7 years. Borrowings under each facility are subject to the initial approval of eligible collateral loans by the lender and the maximum advance rate and pricing rate of individual advances are determined with reference to the attributes of the respective collateral loan.

 

The following table outlines the key terms of our revolving repurchase facilities:

 

Lender

  

Rate(1)(2)

   Guarantee(1)(3)   Advance Rate(1)  

Margin Call(4)

  

Term/Maturity

Wells Fargo

   L+1.82%    25%   79.18%   Collateral marks only    Term matched(5)

JP Morgan

   L+1.87%    25%   80.09%   Collateral marks only    Term matched(5)(6)

Bank of America

   L+1.80%    50%   79.54%   Collateral marks only    May 21, 2019(7)

MetLife

   L+1.81%    50%   77.82%   Collateral marks only    February 24, 2021(8)

Citibank

   L+1.92%    25%   76.64%   Collateral marks only    Term matched(5)

Morgan Stanley

   L+2.32%    25%   78.75%   Collateral marks only    March 3, 2017

 

(1)

Represents a weighted-average based on collateral assets pledged and borrowings outstanding as of March 31, 2015.

(2)

Represents weighted-average cash coupon on borrowings outstanding as of March 31, 2015. As of March 31, 2015, our floating rate loans and related liabilities were indexed to the various benchmark rates relevant in each case in terms of currency and payment frequency. Therefore the net exposure to each benchmark rate is in direct proportion to our net assets indexed to that rate.

(3)

Other than amounts guaranteed based on specific collateral asset types, borrowings under our revolving repurchase facilities are not recourse to us.

(4)

Margin call provisions under our revolving repurchase facilities do not permit valuation adjustments based on capital markets activity, and are limited to collateral-specific credit marks.

(5)

These revolving repurchase facilities have various availability periods during which new advances can be made and which are generally subject to each lender’s discretion. Maturity dates for advances outstanding are tied to the term of each respective collateral asset.

(6)

Borrowings denominated in British pound sterling under this facility mature on January 7, 2018.

(7)

Includes two one-year extension options which may be exercised at our sole discretion.

(8)

Includes five one-year extension options which may be exercised at our sole discretion.

Asset-Specific Repurchase Agreements

The following table details statistics for our asset-specific repurchase agreements ($ in thousands):

 

     March 31, 2015     December 31, 2014  
     Repurchase
Agreements
    Collateral
Assets
    Repurchase
Agreements
    Collateral
Assets
 

Number of loans

     4        5        3        4   

Principal balance

   $ 407,203      $ 539,043      $ 324,553      $ 429,197   

Weighted-average cash coupon(1)

     L+2.75     L+5.21     L+2.68     L+5.07

Weighted-average cost / all-in yield(1)

     L+3.20     L+5.70     L+3.16     L+5.53

 

(1)

As of March 31, 2015, our floating rate loans and related liabilities were indexed to the various benchmark rates relevant in each case in terms of currency and payment frequency. Therefore the net exposure to each benchmark rate is in direct proportion to our net assets indexed to that rate. In addition to cash coupon, all-in yield / cost includes the amortization of deferred origination fees / financing costs.

The weighted-average outstanding balance of our asset-specific repurchase agreements was $338.6 million for the three months ended March 31, 2015.

Debt Covenants

Each of the guarantees related to our revolving repurchase facilities and asset-specific repurchase agreements contain the following uniform financial covenants: (i) our ratio of earnings before interest, taxes, depreciation, and amortization, or EBITDA, to fixed charges shall be not less than 1.40 to 1.0; (ii) our tangible net worth, as defined in the agreements, shall not be less than $1.1 billion as of March 31, 2015 plus 75% of the net cash proceeds of future equity issuances subsequent to March 31, 2015; (iii) cash liquidity shall not be less than the greater of (x) $10.0 million or (y) 5% of our recourse indebtedness; and (iv) our indebtedness shall not exceed 83.33% of our total assets. As of March 31, 2015 and December 31, 2014, we were in compliance with these covenants.

 

Loan Participations Sold

The financing of a loan by the non-recourse sale of a senior interest in the loan through a participation agreement does not qualify as a sale under GAAP. Therefore, in the instance of such sales, we present the whole loan as an asset and the loan participation sold as a liability on our consolidated balance sheet until the loan is repaid. The gross presentation of loan participations sold does not impact stockholders’ equity or net income.

The following table details statistics for our loan participations sold ($ in thousands):

 

     March 31, 2015     December 31, 2014  
     Participations
Sold
    Underlying
Loans
    Participations
Sold
    Underlying
Loans
 

Number of loans

     4        4        4        4   

Principal balance

   $ 708,845      $ 879,043      $ 499,433      $ 635,701   

Weighted-average cash coupon(1)

     L+2.40     L+4.06     L+2.51     L+4.10

Weighted-average all-in cost / yield(1)

     L+2.68     L+4.36     L+2.71     L+4.71

 

(1)

As of March 31, 2015, our floating rate loans and related liabilities were indexed to the various benchmark rates relevant in each case in terms of currency and payment frequency. Therefore the net exposure to each benchmark rate is in direct proportion to our net assets indexed to that rate. In addition to cash coupon, all-in cost / yield includes the amortization of deferred origination fees / financing costs.