5. SECURED DEBT AGREEMENTS

As of September 30, 2015, our secured financings included revolving repurchase facilities, the GE portfolio acquisition facility, and asset-specific repurchase agreements. The following table details our secured debt agreements ($ in thousands):


	Secured Debt Agreements
	Borrowings Outstanding
	September 30, 2015		December 31, 2014
Revolving repurchase facilities	$	2,780,205	$	2,040,783
GE portfolio acquisition facility		3,570,131		—
Asset-specific repurchase agreements		235,318		324,553

	$	6,585,654	$	2,365,336

Revolving Repurchase Facilities

During the nine months ended September 30, 2015, we entered into one new revolving repurchase facility agreement and increased the maximum facility size of three of our revolving repurchase facilities, providing an additional $1.2 billion of credit capacity. The following table details our revolving repurchase facilities as of September 30, 2015 ($ in thousands):


	Maximum		Collateral		Repurchase Borrowings
Lender	Facility Size⁽¹⁾		Assets⁽²⁾		Potential		Outstanding		Available⁽³⁾
Bank of America	$	750,000	$	833,772	$	658,608	$	618,944	$	39,664
Wells Fargo		1,000,000		908,925		704,733		567,299		137,434
JP Morgan⁽⁴⁾		744,365		847,313		663,958		565,233		98,725
Citibank		500,000		607,186		465,753		397,126		68,627
MetLife		750,000		593,203		462,849		393,557		69,292
Morgan Stanley⁽⁵⁾		378,775		240,413		185,634		182,554		3,080
Société Générale⁽⁶⁾		449,960		69,365		55,492		55,492		—

	$	4,573,100	$	4,100,177	$	3,197,027	$	2,780,205	$	416,822

(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, a £153.0 million ($231.9 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 ($378.8 million) facility.

(6)	The Société Générale maximum facility size represents a €400.0 million ($450.0 million) facility.

The weighted-average outstanding balance of our revolving repurchase facilities was $2.4 billion for the nine months ended September 30, 2015. As of September 30, 2015, we had aggregate borrowings of $2.8 billion outstanding under our revolving repurchase facilities, with a weighted-average cash coupon of LIBOR plus 1.83% per annum and a weighted-average all-in cost of credit, including associated fees and expenses, of LIBOR plus 2.04% per annum. As of September 30, 2015, outstanding borrowings under these facilities had a weighted-average maturity, excluding extension options and term-out provisions, of 1.5 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⁽³⁾

Advance Rate⁽¹⁾

Margin Call⁽⁴⁾

Term/Maturity

Bank of America

L+1.69%

50%

79.5%

Collateral marks only

May 21, 2019⁽⁵⁾

Wells Fargo

L+1.80%

25%

79.3%

Collateral marks only

Term matched⁽⁶⁾

JP Morgan

L+1.81%

25%

80.4%

Collateral marks only

Term matched⁽⁶⁾⁽⁷⁾

Citibank

L+1.93%

25%

77.7%

Collateral marks only

Term matched⁽⁶⁾

MetLife

L+1.79%

50%

78.1%

Collateral marks only

February 24, 2021⁽⁸⁾

Morgan Stanley

L+2.34%

25%

78.5%

Collateral marks only

March 3, 2017

Société Générale

L+1.60%

25%

80.0%

Collateral marks only

July 13, 2018⁽⁹⁾

(1)	Represents a weighted-average based on borrowings outstanding and collateral assets pledged as of September 30, 2015.

(2)

Represents weighted-average cash coupon on borrowings outstanding as of September 30, 2015. As of September 30, 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)	Includes two one-year extension options which may be exercised at our sole discretion.

(6)	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.

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

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

(9)	Includes a one-year extension option which, subject to certain provisions, may be exercised at our discretion.

GE Portfolio Acquisition Facility

During the second quarter of 2015, concurrently with our acquisition of the GE loan portfolio, we entered into an agreement with Wells Fargo to provide us with secured financing for the acquired portfolio. As of September 30, 2015, this facility provided for $3.7 billion of financing, of which $3.6 billion was outstanding and an additional $158.5 million was available to finance future loan fundings. The GE portfolio acquisition facility is non-revolving and consists of a single master repurchase agreement providing for both (i) asset-specific borrowings for each collateral asset as well as (ii) a sequential pay advance feature.

Asset-Specific Borrowings

The asset-specific borrowings under the GE portfolio acquisition facility were advanced at a weighted average rate of 80% of our purchase price of the collateral assets and will be repaid pro rata from collateral asset repayment proceeds. The asset-specific borrowings are currency matched to the collateral assets and accrue interest at a rate equal to the sum of (i) the applicable base rate plus (ii) a margin of 1.75%, which will increase to 1.80% and 1.85% in year four and year five, respectively. As of September 30, 2015, those borrowings were denominated in U.S. Dollars, Canadian Dollars, British Pounds Sterling, and Euros. The asset-specific borrowings are term matched to the underlying collateral assets with an outside maturity date of May 20, 2020, which may be extended pursuant to two one-year extension options. We guarantee obligations under the GE portfolio acquisition facility in an amount equal to the greater of (i) 25% of outstanding asset-specific borrowings, and (ii) $250.0 million. As of September 30, 2015, we had outstanding asset-specific borrowings of $3.4 billion under the GE portfolio acquisition facility.

Sequential Pay Advance

The GE portfolio acquisition facility also includes a sequential pay advance feature that provided for $237.2 million of borrowings, representing an additional 5% advance against each collateral asset pledged under the facility. Borrowings under the sequential pay advance accrue interest at a rate equal to the sum of (i) 30-day LIBOR plus (ii) a margin of 3.10%. The sequential pay advance is denominated in U.S. Dollars and will be repaid from collateral loan principal repayments, after repayment of the related asset-specific borrowing. The sequential pay advances each have a maturity date that is one year from the date of funding, and we guarantee 100% of outstanding borrowings of the sequential pay advance. As of September 30, 2015, we had outstanding sequential pay advance borrowings of $134.0 million under the GE portfolio acquisition facility.

Asset-Specific Repurchase Agreements

During the nine months ended September 30, 2015, we entered into one asset-specific repurchase agreement providing an additional $103.1 million of credit capacity. The following table details statistics for our asset-specific repurchase agreements ($ in thousands):


	September 30, 2015						December 31, 2014
	Repurchase			Collateral			Repurchase			Collateral
	Agreements			Assets			Agreements			Assets
Number of loans		3			3			3			4
Principal balance	$	235,318		$	308,786		$	324,553		$	429,197
Weighted-average cash coupon⁽¹⁾		L+2.64	%		L+5.01	%		L+2.68	%		L+5.07	%
Weighted-average cost / all-in yield⁽¹⁾		L+3.06	%		L+5.48	%		L+3.16	%		L+5.53	%

(1)

Our floating rate loans and related liabilities are indexed to the various benchmark rates relevant in each arrangement 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, cost / all-in yield includes the amortization of deferred origination fees / financing costs.

The weighted-average outstanding balance of our asset-specific repurchase agreements was $379.0 million and $257.9 million for the nine months ended September 30, 2015 and year ended December 31, 2014, respectively.

Debt Covenants

Each of the guarantees related to our secured debt agreements contain the following uniform financial covenants: (i) our ratio of earnings before interest, taxes, depreciation, and amortization, or EBITDA, to fixed charges, as defined in the agreements, 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 $1.9 billion as of each measurement date plus 75% of the net cash proceeds of future equity issuances subsequent to September 30, 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 September 30, 2015 and December 31, 2014, we were in compliance with these covenants.