5. SECURED DEBT AGREEMENTS, NET

Our secured debt agreements include credit facilities, the GE portfolio acquisition facility, asset-specific financings, and a revolving credit agreement. The following table details our secured debt agreements ($ in thousands):


	Secured Debt Agreements
	Borrowings Outstanding
	June 30, 2018			December 31, 2017
Credit facilities	$	4,649,246		$	4,068,249
Asset-specific financings		1,885,863			518,864
GE portfolio acquisition facility		509,441			703,423
Revolving credit agreement		—			—

Total secured debt agreements	$	7,044,550		$	5,290,536

Deferred financing costs⁽¹⁾		(22,050	)		(16,681	)

Net book value of secured debt	$	7,022,500		$	5,273,855


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

Credit Facilities

During the six months ended June 30, 2018, we added one new credit facility, providing an additional $1.0 billion of credit capacity, and increased the maximum facility size of one of our existing credit facilities, providing an additional $250.0 million of credit capacity.

The following tables detail our credit facilities ($ in thousands):


	June 30, 2018
	Maximum		Credit Borrowings						Collateral
Lender	Facility Size⁽¹⁾		Potential⁽²⁾		Outstanding		Available⁽²⁾		Assets⁽³⁾
Bank of America	$	1,000,000	$	863,592	$	863,592	$	—	$	1,083,385
Wells Fargo		2,000,000		1,348,240		852,431		495,809		1,822,275
MetLife		1,000,000		793,130		793,130		—		1,041,540
Barclays		1,000,000		496,480		496,480		—		620,600
Citibank⁽⁴⁾		750,000		572,341		459,827		112,514		719,177
JP Morgan		500,000		359,114		296,058		63,056		474,407
Morgan Stanley⁽⁵⁾		660,350		344,960		280,847		64,114		460,991
Deutsche Bank		500,000		277,247		277,247		—		373,042
Société Générale⁽⁶⁾		467,360		235,229		235,229		—		294,654
Goldman Sachs - Multi. JV⁽⁷⁾		250,000		55,085		55,085		—		69,974
Bank of America - Multi. JV⁽⁷⁾		200,000		39,320		39,320		—		49,150

	$	8,327,710	$	5,384,738	$	4,649,246	$	735,493	$	7,009,195


	December 31, 2017
	Maximum		Credit Borrowings						Collateral
Lender	Facility Size⁽¹⁾		Potential⁽²⁾		Outstanding		Available⁽²⁾		Assets⁽³⁾
Wells Fargo	$	2,000,000	$	1,289,135	$	1,170,801	$	118,334	$	1,680,325
MetLife		1,000,000		807,164		807,164		—		1,039,231
Bank of America		750,000		573,542		573,542		—		765,049
JP Morgan		500,000		443,496		319,755		123,741		579,218
Société Générale⁽⁶⁾		480,200		300,871		300,871		—		373,181
Deutsche Bank		500,000		295,743		295,743		—		399,203
Citibank⁽⁴⁾		800,125		354,354		240,881		113,473		455,433
Morgan Stanley⁽⁵⁾		675,650		456,344		216,044		240,300		591,168
Bank of America - Multi. JV⁽⁷⁾		200,000		85,560		85,560		—		106,950
Goldman Sachs - Multi. JV⁽⁷⁾		250,000		57,888		57,888		—		75,225

	$	7,155,975	$	4,664,097	$	4,068,249	$	595,848	$	6,064,983


(1)		Maximum facility size represents the largest amount of borrowings available under a given facility once sufficient collateral assets have been approved by the lender and pledged by us.
(2)		Potential borrowings represents 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 credit facility.
(3)		Represents the principal balance of the collateral assets.
(4)		As of June 30, 2018, the Citibank facility was denominated in U.S. dollars. As of December 31, 2017, the maximum facility size was composed of a $500.0 million facility denominated in U.S. dollars plus a €250.0 million facility, which translated to $300.1 million as of such date.
(5)		As of June 30, 2018 and December 31, 2017, the Morgan Stanley maximum facility size was £500.0 million, which translated to $660.4 million and $675.7 million, respectively.
(6)		As of June 30, 2018 and December 31, 2017, the Société Générale maximum facility size was €400.0 million, which translated to $467.4 million and $480.2 million, respectively.
(7)		These facilities finance the loan investments of our consolidated Multifamily Joint Venture. Refer to Note 2 to our consolidated financial statements for additional discussion of our Multifamily Joint Venture.

The weighted-average outstanding balance of our credit facilities was $4.3 billion for the six months ended June 30, 2018. As of June 30, 2018, we had aggregate borrowings of $4.6 billion outstanding under our credit facilities, with a weighted-average cash coupon of LIBOR plus 1.79% per annum, a weighted-average all-in cost of credit, including associated fees and expenses, of LIBOR plus 1.98% per annum, and a weighted-average advance rate of 79.1%. As of June 30, 2018, outstanding borrowings under these facilities had a weighted-average maturity, excluding extension options and term-out provisions, of 1.6 years.

The weighted-average outstanding balance of our credit facilities was $4.4 billion for the six months ended December 31, 2017. As of December 31, 2017, we had aggregated borrowings of $4.1 billion outstanding under our credit facilities, with a weighted-average cash coupon of LIBOR plus 1.90% per annum, a weighted-average all-in cost of credit, including associated fees and expenses, of LIBOR plus 2.12% per annum, and a weighted-average advance rate of 78.7%. As of December 31, 2017, 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 tables outline the key terms of our credit facilities as of June 30, 2018:


Lender	Currency	Guarantee⁽¹⁾	Margin Call⁽²⁾	Term/Maturity
Morgan Stanley	$ / £ / €	25%	Collateral marks only	March 3, 2020
Goldman Sachs - Multi. JV⁽³⁾	$	25%	Collateral marks only	July 12, 2020⁽⁴⁾
JP Morgan	$ / £	50%	Collateral marks only	January 7, 2021
Bank of America - Multi. JV⁽³⁾	$	43%	Collateral marks only	July 19, 2021
Deutsche Bank	$	33%	Collateral marks only	August 9, 2021⁽⁵⁾
Barclays	$	25%	Collateral marks only	March 29, 2023⁽⁶⁾
MetLife	$	50%	Collateral marks only	April 22, 2023⁽⁷⁾
Bank of America	$	50%	Collateral marks only	May 21, 2023⁽⁸⁾
Citibank	$ / £ / €	25%	Collateral marks only	Term matched⁽⁹⁾
Société Générale	$ / £ / €	25%	Collateral marks only	Term matched⁽⁹⁾
Wells Fargo	$	25%	Collateral marks only	Term matched⁽⁹⁾


(1)		Other than amounts guaranteed based on specific collateral asset types, borrowings under our credit facilities are non-recourse to us.
(2)		Margin call provisions under our credit facilities do not permit valuation adjustments based on capital markets events, and are limited to collateral-specific credit marks.
(3)		These facilities finance the loan investments of our consolidated Multifamily Joint Venture. Refer to Note 2 for additional discussion of our Multifamily Joint Venture.
(4)		Includes one one-year extension option which may be exercised at our sole discretion.
(5)		Includes two one-year extension options which may be exercised at our sole discretion.
(6)		Includes four one-year extension options which may be exercised at our sole discretion.
(7)		Includes four one-year extension options which may be exercised at our sole discretion.
(8)		Includes two one-year extension options which may be exercised at our sole discretion.
(9)		These credit 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.


Currency	Outstanding Borrowings		Potential Borrowings⁽¹⁾		Index	Rate⁽²⁾	Advance Rate⁽³⁾
$		$ 4,339,522		$ 5,055,273	1-month USD LIBOR	L+1.77%	79.1%
€		€ 49,600		€ 59,201	3-month EURIBOR	L+2.28%	80.0%
£		£ 117,994		£ 124,449	3-month GBP LIBOR	L+2.23%	78.5%

		$ 4,649,246		$ 5,384,738		L+1.79%	79.1%


(1)		Potential borrowings represents 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 credit facility.
(2)		Represents weighted-average cash coupon based on borrowings outstanding.
(3)		Represents weighted-average advance rate based on the approved outstanding principal balance of the collateral assets pledged.

Asset-Specific Financings

During the six months ended June 30, 2018, we entered into an €800.0 million asset-specific financing and a $414.0 million asset-specific financing, secured by a €1.0 billion senior loan and a $517.5 million senior loan, respectively. The following tables detail our asset-specific financings ($ in thousands):


	June 30, 2018
Asset-Specific Financings	Count	Principal Balance		Book Value		Wtd. Avg. Yield/Cost⁽¹⁾			Guarantee⁽²⁾		Wtd. Avg. Term⁽³⁾
Collateral assets	6	$	2,384,093	$	2,367,275		L+3.44	%		n/a		Nov. 2021
Financing provided⁽⁴⁾	6	$	1,885,863	$	1,878,776		L+1.73	%	$	1,392,274		Nov. 2021

	December 31, 2017
Asset-Specific Financings	Count	Principal Balance		Book Value		Wtd. Avg. Yield/Cost⁽¹⁾			Guarantee⁽²⁾		Wtd. Avg. Term⁽³⁾
Collateral assets	6	$	682,259	$	677,296		L+4.76	%		n/a		Dec. 2020
Financing provided⁽⁴⁾	6	$	518,864	$	517,088		L+2.50	%	$	162,475		Dec. 2020


(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, yield/cost includes the amortization of deferred origination fees / financing costs.
(2)		Other than amounts guaranteed on an asset-by-asset basis, borrowings under our asset-specific financings are non-recourse to us.
(3)		The weighted-average term is determined based on the maximum maturity of the corresponding loans, assuming all extension options are exercised by the borrower. Each of our asset-specific financings are term-matched to the corresponding collateral loans.
(4)		As June 30, 2018 and December 31, 2017, borrowings of $931.8 million and $394.8 million, respectively, under these asset specific financings are cross collateralized with related credit facilities with the same lenders.

The weighted-average outstanding balance of our asset-specific financings was $1.1 billion for the six months ended June 30, 2018 and $525.5 million for the six months ended December 31, 2017.

GE Portfolio Acquisition Facility

During the second quarter of 2015, concurrently with our acquisition of the GE portfolio, we entered into an agreement with Wells Fargo to provide us with secured financing for the acquired portfolio. The GE portfolio acquisition facility is non-revolving and consists of a single master repurchase agreement providing for asset-specific borrowings for each collateral asset. The following tables detail our asset-specific borrowings related to the GE portfolio acquisition ($ in thousands):


	June 30, 2018
GE Portfolio Acquisition Facility	Count	Principal Balance⁽¹⁾		Book Value		Wtd. Avg. Yield/Cost⁽²⁾			Guarantee⁽³⁾		Wtd. Avg. Term⁽⁴⁾
Collateral assets	11	$	645,107	$	646,554		5.99	%		n/a		May 2021
Financing provided	11	$	509,441	$	508,615		L+1.78	%	$	250,000		May 2021

	December 31, 2017
GE Portfolio Acquisition Facility	Count	Principal Balance⁽¹⁾		Book Value		Wtd. Avg. Yield/Cost⁽²⁾			Guarantee⁽³⁾		Wtd. Avg. Term⁽⁴⁾
Collateral assets	16	$	906,707	$	911,092		5.74	%		n/a		Jul. 2020
Financing provided	16	$	703,423	$	702,337		L+1.72	%	$	250,000		Jul. 2020


(1)		As of June 30, 2018, this facility provided for $606.0 million of financing, of which $509.4 million was outstanding and an additional $96.6 million was available to finance future loan fundings in the GE portfolio. As of December 31, 2017, this facility provided for $816.3 million of financing, of which $703.4 million was outstanding and an additional $112.9 million was available to finance future loan fundings in the GE portfolio.
(2)		Includes fixed and floating rate loans and related liabilities which 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, yield/cost includes the amortization of deferred origination fees / financing costs.
(3)		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.
(4)		The weighted-average term is determined based on the maximum maturity of the corresponding loans, assuming all extension options are exercised by the borrower. Each of our asset-specific financings are term-matched to the corresponding collateral loans.

Revolving Credit Agreement

We have entered into a $250.0 million full recourse secured revolving credit agreement with Barclays that is designed to finance first mortgage originations for up to six months as a bridge to term financing or syndication. Advances under the agreement are subject to availability under a specified borrowing base and accrue interest at a per annum pricing rate equal to the sum of (i) an applicable base rate or Eurodollar rate and (ii) an applicable margin, in each case, dependent on the applicable type of loan collateral. The maturity date of the facility is April 4, 2020.

During the six months ended June 30, 2018, the weighted-average outstanding borrowings under the revolving credit agreement were $57.0 million and we recorded interest expense of $885,000, including $511,000 of amortization of deferred fees and expenses. As of June 30, 2018, we had no outstanding borrowings under the agreement.

During the six months ended December 31, 2017, the weighted-average outstanding borrowings under the revolving credit agreement were $59.9 million and we recorded interest expense of $2.2 million, including $497,000 of amortization of deferred fees and expenses. As of December 31, 2017, we had no outstanding borrowings under the agreement.

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 1.4 to 1.0; (ii) our tangible net worth, as defined in the agreements, shall not be less than $2.2 billion as of each measurement date plus 75% of the net cash proceeds of future equity issuances subsequent to June 30, 2018; (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 June 30, 2018 and December 31, 2017, we were in compliance with these covenants.