
(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.

Secured Credit Facilities

The following table details our secured credit facilities as of March 31, 2020 ($ in thousands):


	March 31, 2020
	Credit Facility Borrowings						Collateral
Lender	Potential (1)		Outstanding		Available (1)		Assets (2)
Deutsche Bank	$	1,958,510	$	1,870,556	$	87,954	$	2,494,270
Barclays		1,618,795		1,529,553		89,242		2,023,495
Wells Fargo		1,492,906		1,464,938		27,968		1,928,798
Citibank		919,790		875,416		44,374		1,178,568
Goldman Sachs		555,612		555,612		—		727,728
Bank of America		538,473		443,473		95,000		749,127
Morgan Stanley		493,208		438,202		55,006		670,544
MetLife		434,131		434,131		—		545,573
JP Morgan		401,865		357,639		44,226		509,766
US Bank - Multi. JV (3)		281,872		279,552		2,320		352,340
Goldman Sachs - Multi. JV (3)		240,263		240,263		—		306,367
Société Générale		236,698		236,698		—		300,386
Santander		235,447		235,447		—		298,865
Bank of America - Multi. JV (3)		58,172		58,172		—		72,715

	$	9,465,742	$	9,019,652	$	446,090	$	12,158,542


(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 the principal balance of the collateral assets.
(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.

The weighted-average outstanding balance of our secured credit facilities was $9.3 billion for the three months ended March 31, 2020. As of March 31, 2020, we had aggregate borrowings of $9.0 billion outstanding under our secured credit facilities, with a weighted-average cash coupon of LIBOR plus 1.60% per annum, a weighted-average

all-in

cost of credit, including associated fees and expenses, of LIBOR plus 1.81% per annum, and a weighted-average advance rate of 79.0%. As of March 31, 2020, outstanding borrowings under these facilities had a weighted-average maturity, including extension options, of 3.5

years.

The following table details our secured credit facilities as of December 31, 2019 ($ in thousands):


	December 31, 2019
	Credit Facility Borrowings						Collateral
Lender	Potential (1)		Outstanding		Available (1)		Assets (2)
Wells Fargo	$	2,056,769	$	2,018,057	$	38,712	$	2,621,806
Deutsche Bank		2,037,795		1,971,860		65,935		2,573,447
Barclays		1,629,551		1,442,083		187,468		2,044,654
Citibank		1,159,888		1,109,837		50,051		1,473,745
Bank of America		603,660		513,660		90,000		775,678
Morgan Stanley		524,162		468,048		56,114		706,080
Goldman Sachs		474,338		450,000		24,338		632,013
MetLife		417,677		417,677		—		536,553
Société Générale		333,473		333,473		—		437,130
US Bank - Multi. JV (3)		279,838		279,552		286		350,034
JP Morgan		303,288		259,062		44,226		386,545
Santander		239,332		239,332		—		299,597
Goldman Sachs - Multi. JV (3)		203,846		203,846		—		261,461
Bank of America - Multi. JV (3)		46,572		46,572		—		58,957

	$	10,310,189	$	9,753,059	$	557,130	$	13,157,700


(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 the principal balance of the collateral assets.
(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.

The weighted-average outstanding balance of our secured credit facilities was $9.4 billion for the three months ended December 31, 2019. As of December 31, 2019, we had aggregate borrowings of $9.8 billion outstanding under our secured credit facilities, with a weighted-average cash coupon of LIBOR plus 1.60% per annum, a weighted-average

all-in

cost of credit, including associated fees and expenses, of LIBOR plus 1.79% per annum, and a weighted-average advance rate of 79.4%. As of December 31, 2019, outstanding borrowings under these facilities had a weighted-average maturity, including extension options, of 3.6 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 March 31, 2020:

Lender

Currency

Guarantee

(1)

Margin Call

(2)

Term/Maturity

Morgan Stanley

$ / £ /

€

25%

Collateral marks only

March 1, 2022

Goldman Sachs - Multi. JV

(3)

25%

Collateral marks only

July 12, 2022

(

Bank of America - Multi. JV

(3)

43%

Collateral marks only

July 19, 2023

(7)

JP Morgan

$ / £

42%

Collateral marks only

January 7, 2024

(8)

Bank of America

50%

Collateral marks only

May 21, 2024

(9)

Barclays

$ / £ /

€

25%

Collateral marks only

June 18, 2024

(

10)

Goldman Sachs

$ / £ /

€

25%

Collateral marks only

October 22, 2024

(11)

MetLife

61%

Collateral marks only

September 23, 2025

(12)

Deutsche Bank

$ /

€

62%

(4)

Collateral marks only

Term matched

(13)

Citibank

$ / £ /

€

/ A$ / C$

25%

Collateral marks only

Term matched

(13)

Société Générale

$ / £ /

€

25%

Collateral marks only

Term matched

(13)

Santander

€

50%

Collateral marks only

Term matched

(13)

Wells Fargo

$ / C$

25%

(5)

Collateral marks only

Term matched

(13)

US Bank - Multi. JV

(3)

25%

Collateral marks only

Term matched

(13)


(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)		Specific borrowings outstanding of $914.2 million are 100% guaranteed. The remainder of the credit facility borrowings are 25% guaranteed.
(5)		In addition to the 25% guarantee across all borrowings, there is an incremental guarantee of $146.2 million related to $194.9 million of specific borrowings outstanding.
(6)		Includes a one-year extension option which may be exercised at our sole discretion.
(7)		Includes two one-year extension options which may be exercised at our sole discretion.
(8)		Includes t wo one-year extension options which may be exercised at our sole discretion.
(9)		Includes two one-year extension options which may be exercised at our sole discretion.
(10)		Includes four one-year extension options which may be exercised at our sole discretion.
(11)		Includes three one-year extension options which may be exercised at our sole discretion.
(12)		Includes five one-year extension options which may be exercised at our sole discretion.
(13)		These secured 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	Potential Borrowings (1)		Outstanding Borrowings		Floating Rate Index (2)	Spread	Advance Rate (3)
$	$	5,736,519	$	5,322,859	USD LIBOR	L + 1.60%		78.8%
€	€	2,204,821	€	2,175,406	EURIBOR	E + 1.41%		80.0%
£	£	874,118	£	874,118	GBP LIBOR	L + 1.98%		77.9%
A$	A$	255,270	A$	255,270	BBSY	BBSY + 1.90%		78.0%
C$	C$	77,264	C$	77,259	CDOR	CDOR + 1.80%		78.3%

	$	9,465,742	$	9,019,652		INDEX + 1.60%		79.0%


(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)		Floating rate indices are generally matched to the payment timing under the terms of each secured credit facility and its respective collateral assets.
(3)		Represents weighted-average advance rate based on the approved outstanding principal balance of the collateral assets pledged.

Asset-Specific Financings

The following tables detail our asset-specific financings ($ in thousands):


	March 31, 2020
Asset-Specific Financings	Count	Principal Balance		Book Value		Wtd. Avg. Yield/Cost (1)			Guarantee (2)		Wtd. Avg. Term (3)
Collateral assets	4	$	445,917	$	434,409		L+4.90	%		n/a		Mar. 2023
Financing provided	4	$	347,618	$	340,407		L+3.42	%	$	95,721		Mar. 2023


	December 31, 2019
Asset-Specific Financings	Count	Principal Balance		Book Value		Wtd. Avg. Yield/Cost (1)			Guarantee (2)		Wtd. Avg. Term (3)
Collateral assets	4	$	429,983	$	417,820		L+4.90	%		n/a		Mar. 2023
Financing provided	4	$	330,879	$	323,504		L+3.42	%	$	97,930		Mar. 2023
____________


(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 is term-matched to the corresponding collateral loans.

The weighted-average outstanding balance of our asset-specific financings was $342.1 million for the three months ended March 31, 2020 and $293.9 million for the three months ended December 31, 2019.

Revolving Credit Agreement

We have a $250.0 million full recourse secured revolving credit agreement with Barclays that is designed to finance first mortgage originations for up to nine 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, 2023.

During the three months ended March 31, 2020,

we had no

borrowings under the revolving credit agreement and we recorded interest expense of $496,000, including $274,000

of amortization of deferred fees and expenses.

During the three months ended December 31, 2019,

we had no

borrowings under the revolving credit agreement and we recorded interest expense of $490,000, including $266,000 of amortization of deferred fees and expenses.

Debt Covenants

The guarantees related to our secured debt agreements contain the following 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 $2.8 billion as of each measurement date plus 75% of the net cash proceeds of future equity issuances subsequent to March 31, 2020; (iii) cash liquidity shall not be less than the greater of (x) $10.0 million or (y) no more than 5% of our recourse indebtedness; and (iv) our indebtedness shall not exceed 83.33% of our total assets. As of March 31, 2020 and December 31, 2019, we were in compliance with these covenants. Refer to Note 7 for information regarding financial covenants contained in the agreements governing our senior secured term loan facility.