6. SECURED DEBT AGREEMENTS

Our secured financings include 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
	December 31, 2015			December 31, 2014
Revolving repurchase facilities	$	2,858,714		$	2,040,783
GE portfolio acquisition facility		3,161,291			—
Asset-specific repurchase agreements		111,746			324,553

Total secured debt agreements	$	6,131,751		$	2,365,336

Deferred financing costs⁽¹⁾		(15,646	)		(12,057	)

Net book value of secured debt	$	6,116,105		$	2,353,279

(1)

Costs incurred in connection with our secured debt agreements are recorded on our consolidated balance sheet when paid and recognized as a component of interest expense over the life of each related agreement.

Revolving Repurchase Facilities

During the year ended December 31, 2015, we entered into one new revolving repurchase facility agreement and increased the maximum facility size of five of our revolving repurchase facilities, providing an additional $1.5 billion of credit capacity. The following table details our revolving repurchase facilities ($ in thousands):


	December 31, 2015
	Maximum Facility Size⁽¹⁾		Collateral Assets⁽²⁾		Repurchase Borrowings
Lender	Maximum Facility Size⁽¹⁾		Collateral Assets⁽²⁾		Potential⁽³⁾		Outstanding		Available⁽³⁾
Wells Fargo⁽⁴⁾	$	1,172,000	$	1,044,860	$	817,562	$	685,485	$	132,077
Bank of America		750,000		840,884		665,861		618,944		46,917
JP Morgan⁽⁵⁾		787,047		864,630		689,705		596,533		93,172
Citibank⁽⁶⁾		537,500		604,781		461,532		370,194		91,338
MetLife		750,000		593,273		462,849		324,587		138,262
Morgan Stanley⁽⁷⁾		370,400		273,280		212,050		209,038		3,012
Société Générale⁽⁸⁾		437,320		67,416		53,933		53,933		—

	$	4,804,267	$	4,289,124	$	3,363,492	$	2,858,714	$	504,778

	December 31, 2014
	Maximum Facility Size⁽¹⁾		Collateral Assets⁽²⁾		Repurchase Borrowings
Lender	Maximum Facility Size⁽¹⁾		Collateral Assets⁽²⁾		Potential⁽³⁾		Outstanding		Available⁽³⁾
Wells Fargo⁽⁴⁾	$	1,000,000	$	747,256	$	585,737	$	484,365	$	101,372
Citibank⁽⁶⁾		500,000		621,025		472,080		392,455		79,625
Bank of America		500,000		557,810		441,201		389,347		51,854
JP Morgan⁽⁵⁾		488,155		544,654		422,249		341,487		80,762
MetLife		500,000		476,499		366,902		305,889		61,013
Morgan Stanley⁽⁷⁾		389,050		174,297		137,181		127,240		9,941

	$	3,377,205	$	3,121,541	$	2,425,350	$	2,040,783	$	384,567

(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 Wells Fargo maximum facility size is composed of a $1.0 billion facility and $172.0 million related solely to a specific asset with a repurchase date of July 30, 2016, compared to a $1.0 billion facility as of December 31, 2014.

(5)

As of December 31, 2015 the JP Morgan maximum facility size was composed of a $250.0 million facility, a £153.0 million ($226.7 million) facility, $262.5 million related solely to a specific asset with a repurchase date of January 9, 2018, and additional capacity of £32.3 million ($47.8 million) on the £153.0 million facility to be depleted as pledged assets repay, compared to a $250.0 million facility and a £153.0 million ($238.2 million) facility as of December 31, 2014.

(6)	As of December 31, 2015, the Citibank maximum facility size was composed of a $500.0 million facility and $37.5 million related solely to a specific asset with a repurchase date of October 9, 2017, compared to a $500.0 million facility as of December 31, 2014.

(7)	As of December 31, 2015 the Morgan Stanley maximum facility size represents a £250.0 million ($370.4 million) facility, compared to a £250.0 million ($389.1 million) facility as of December 31, 2014.

(8)	The Société Générale maximum facility size represents a €400.0 million ($437.3 million) facility.

The weighted-average outstanding balance of our revolving repurchase facilities was $2.5 billion for the year ended December 31, 2015. As of December 31, 2015, we had aggregate borrowings of $2.9 billion outstanding under our revolving repurchase facilities, with a weighted-average cash coupon of LIBOR plus 1.82% per annum, a weighted-average all-in cost of credit, including associated fees and expenses, of LIBOR plus 2.04% per annum, and a weighted-average advance rate of 79.14%. As of December 31, 2015, outstanding borrowings under these facilities had a weighted-average maturity, excluding extension options and term-out provisions, of 1.4 years.

The weighted-average outstanding balance of our revolving repurchase facilities was $1.4 billion for the year ended December 31, 2014. As of December 31, 2014, we had aggregated borrowings of $2.0 billion outstanding under our revolving repurchase facilities, with a weighted-average cash coupon of LIBOR plus 1.88% per annum, a weighted-average all-in cost of credit, including associated fees and expenses, of LIBOR plus 2.11% per annum, and a weighted-average advance rate of 78.13%. As of December 31, 2014, outstanding borrowings under these facilities had a weighted-average maturity, excluding extension options and term-out provisions, of 1.8 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 as of December 31, 2015:


Lender	Rate⁽¹⁾⁽²⁾			Guarantee⁽³⁾			Advance Rate⁽¹⁾			Margin Call⁽⁴⁾		Term/Maturity
Wells Fargo		L+1.78	%		25	%		79.4	%		Collateral marks only		Term matched⁽⁵⁾
Bank of America		L+1.69	%		50	%		79.5	%		Collateral marks only		May 21, 2019⁽⁶⁾
JP Morgan		L+1.82	%		25	%		80.4	%		Collateral marks only		Term matched⁽⁵⁾⁽⁷⁾
Citibank		L+1.92	%		25	%		77.7	%		Collateral marks only		Term matched⁽⁵⁾
MetLife		L+1.75	%		50	%		78.1	%		Collateral marks only		February 24, 2021⁽⁸⁾
Morgan Stanley		L+2.35	%		25	%		78.7	%		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 December 31, 2015.

(2)

Represents weighted-average cash coupon on borrowings outstanding as of December 31, 2015. As of December 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 non-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)	Includes two one-year extension options which may be exercised at our sole discretion.

(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 December 31, 2015, this facility provided for $3.3 billion of financing, of which $3.2 billion was outstanding and an additional $142.6 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 December 31, 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 December 31, 2015, we had outstanding asset-specific borrowings of $3.1 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 December 31, 2015, we had outstanding sequential pay advance borrowings of $40.7 million under the GE portfolio acquisition facility.

Asset-Specific Repurchase Agreements

During the year ended December 31, 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):


	December 31, 2015						December 31, 2014
	Repurchase Agreements			Collateral Assets			Repurchase Agreements			Collateral Assets
Number of loans		2			2			3			4
Principal balance	$	111,746		$	154,192		$	324,553		$	429,197
Book value	$	111,061		$	153,542		$	321,347		$	425,680
Weighted-average cash coupon⁽¹⁾		L+2.52	%		L+5.27	%		L+2.68	%		L+5.07	%
Weighted-average cost / all-in yield⁽¹⁾		L+2.88	%		L+5.83	%		L+3.16	%		L+5.53	%

(1)

These 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 $340.2 million and $257.9 million for the years ended December 31, 2015 and 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 December 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 December 31, 2015 and 2014, we were in compliance with these covenants.