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Debt Obligations
 3 Months Ended
Mar. 31, 2024
Debt Disclosure [Abstract]  
Debt Obligations Debt Obligations
Credit and Repurchase Facilities
Borrowings under our credit and repurchase facilities are as follows ($ in thousands):
March 31, 2024December 31, 2023
Current
Maturity		Extended
Maturity		Note
Rate
Type		Debt
Carrying
Value (1)		Collateral
Carrying
Value		Wtd. Avg.
Note Rate		Debt
Carrying
Value (1)		Collateral
Carrying
Value
Structured Business
$1.9B joint repurchase facility (2)(3)
Jul. 2025Jul. 2026V$783,102 $1,268,862 7.79 %$868,077 $1,371,436 
$1B repurchase facility (2)
Aug. 2025Aug. 2026V346,099 537,148 7.85 %385,779 589,533 
$1B repurchase facility
(6)N/AV440,959 588,623 8.39 %447,490 597,205 
$499M repurchase facility (2)(4)
Oct. 2024N/AV396,650 565,610 7.81 %355,328 506,753 
$350M repurchase facility
Mar. 2025Mar. 2026V151,448 228,535 7.54 %262,820 362,465 
$250M credit facility
Mar. 2026(7)V18,166 36,470 8.71 %— — 
$250M repurchase facility
Jul. 2024N/AV13,903 23,088 7.29 %17,964 23,088 
$250M credit facility
Oct. 2025Oct. 2026V— — — — — 
$200M credit facility
Oct. 2024N/AV8,818 13,692 7.13 %32,579 41,522 
$200M repurchase facility
Mar. 2025Mar. 2026V58,464 92,615 8.00 %45,969 68,762 
$200M repurchase facility
Jan. 2025N/AV106,950 141,130 7.40 %107,324 141,130 
$150M repurchase facility
Oct. 2025Oct. 2026V91,858 124,003 8.46 %120,610 162,068 
$126M loan specific credit facilities
May 2024 to Sept. 2025Aug. 2025 to Aug. 2027V/F125,819 170,237 6.77 %120,328 161,700 
$50M credit facility
Apr. 2025N/AV29,200 36,500 7.54 %29,200 36,500 
$40M credit facility
Apr. 2026Apr. 2027V— — — — — 
$35M working capital facility
Jul. 2024N/AV— — — — — 
Repurchase facility - securities (2)(5)N/AN/AV30,084 — 7.12 %31,033 — 
Structured Business total$2,601,520 $3,826,513 7.84 %$2,824,501 $4,062,162 
Agency Business
$750M ASAP agreement
N/AN/AV$83,866 $83,961 6.47 %$73,011 $73,781 
$500M repurchase facility
Nov. 2024N/AV64,632 65,065 6.81 %115,730 241,895 
$200M credit facility
Mar. 2025N/AV129,967 130,604 6.74 %187,138 187,185 
$100M joint repurchase facility (2)(3)
Jul. 2025Jul. 2026V7,912 11,350 7.74 %7,833 11,350 
$100M credit facility
Jul. 2024N/AV— — — — — 
$50M credit facility
Sept. 2024N/AV25,055 25,080 6.69 %29,083 29,418 
$1M repurchase facility (2)(4)
Oct. 2024N/AV531 853 7.79 %531 866 
Agency Business total$311,963 $316,913 6.71 %$413,326 $544,495 
Consolidated total$2,913,483 $4,143,426 7.72 %$3,237,827 $4,606,657 
________________________
V = variable note rate; F = fixed note rate
(1)At March 31, 2024 and December 31, 2023, debt carrying value for the Structured Business was net of unamortized deferred finance costs of $7.4 million and $4.8 million, respectively, and for the Agency Business was net of unamortized deferred finance costs of $0.3 million and $0.3 million, respectively.
(2)These facilities are subject to margin call provisions associated with changes in interest spreads.
(3)In March 2024, this joint repurchase facility was reduced from $3.00 billion to $2.00 billion.
(4)A portion of this facility was used to finance a fixed-rate SFR permanent loan reported through our Agency Business.
(5)At March 31, 2024 and December 31, 2023, this facility was collateralized by certificates retained by us from our Freddie Mac Q Series securitization (“Q Series securitization”) with a principal balance of $36.7 million and $43.1 million, respectively.
(6)The commitment amount under this repurchase facility expires six months after the lender provides written notice. We then have an additional six months to repurchase the underlying loans.
(7)We have the ability to extend the maturity of this credit facility in one-year increments, subject to lender approval.
Structured Business
At March 31, 2024 and December 31, 2023, the weighted average interest rate for the credit and repurchase facilities of our Structured Business, including certain fees and costs, such as structuring, commitment, non-use and warehousing fees, was 8.33% and 8.26%, respectively. The leverage on our loan and investment portfolio financed through our credit and repurchase facilities, excluding the securities repurchase facility and the working capital facility, was 67% and 69% at March 31, 2024 and December 31, 2023, respectively.
In March 2024, we amended a $500.0 million repurchase facility to increase the facility size to $1.0 billion.
In March 2024, we amended a $450.0 million repurchase facility to decrease the facility size to $350.0 million and exercised one of two remaining one-year extension options to extend maturity to March 2025.
In March 2024, we entered into a $250.0 million repurchase facility to finance non-performing loans that matures in March 2026, with the ability to extend the maturity in one-year increments, subject to lender approval. The facility has an interest rate of SOFR plus 3.25%, with a SOFR floor of 2.50%.
In January 2024, we consolidated two credit facilities of $225.0 million and $25.0 million into one facility totaling $150.0 million. This facility bears interest at SOFR plus 3.00% with an all-in floor of 5.50% and matures in October 2025, with a one-year extension option.
Securitized Debt
We account for securitized debt transactions on our consolidated balance sheet as financing facilities. These transactions are considered VIEs for which we are the primary beneficiary and are consolidated in our financial statements. The investment grade notes and guaranteed certificates issued to third parties are treated as secured financings and are non-recourse to us.
Borrowings and the corresponding collateral under our securitized debt transactions are as follows ($ in thousands):
DebtCollateral (3)
LoansCash
March 31, 2024Face ValueCarrying
Value (1)		Wtd. Avg.
Rate (2)		UPBCarrying
Value		Restricted
Cash (4)
CLO 19$872,812 $868,814 7.80 %$999,513 $997,140 $25,097 
CLO 181,652,812 1,648,440 7.25 %1,751,575 1,748,518 280,922 
CLO 171,714,125 1,710,343 7.11 %1,931,235 1,927,741 121,339 
CLO 16 (5)1,237,500 1,234,248 6.74 %1,432,124 1,429,369 21,800 
CLO 15 (5)582,218 581,595 6.84 %720,663 719,523 — 
CLO 14 (5)467,204 466,385 6.90 %571,929 570,921 20,164 
Total CLOs6,526,671 6,509,825 7.13 %7,407,039 7,393,212 469,322 
Q Series securitization183,448 182,133 7.34 %244,598 243,927 — 
Total securitized debt$6,710,119 $6,691,958 7.14 %$7,651,637 $7,637,139 $469,322 
December 31, 2023
CLO 19$872,812 $868,359 7.84 %$1,031,772 $1,028,669 $4,527 
CLO 181,652,812 1,647,885 7.29 %1,784,921 1,780,930 244,629 
CLO 171,714,125 1,709,800 7.14 %1,870,388 1,865,878 203,938 
CLO 161,237,500 1,233,769 6.76 %1,456,872 1,453,297 847 
CLO 15 (5)674,412 673,367 6.82 %734,120 732,498 42,600 
CLO 14 (5)589,345 588,176 6.82 %680,814 679,469 33,271 
Total CLOs6,741,006 6,721,356 7.14 %7,558,887 7,540,741 529,812 
Q Series securitization215,278 213,654 7.38 %287,038 286,053 — 
Total securitized debt$6,956,284 $6,935,010 7.15 %$7,845,925 $7,826,794 $529,812 
________________________
(1)Debt carrying value is net of $18.2 million and $21.3 million of deferred financing fees at March 31, 2024 and December 31, 2023, respectively.
(2)At March 31, 2024 and December 31, 2023, the aggregate weighted average note rate for our collateralized loan obligations ("CLO"), including certain fees and costs, was 7.35% and 7.37%, respectively, and the Q Series securitization was 8.06% and 7.99%, respectively.
(3)At March 31, 2024 and December 31, 2023, twenty-one and twelve loans, respectively, with a total UPB of $651.1 million and $308.3 million, respectively, were deemed a "credit risk" as defined by the CLO indentures. A credit risk asset is generally defined as one that, in the CLO collateral manager's reasonable business judgment, has a significant risk of becoming a defaulted asset.
(4)Represents restricted cash held for principal repayments as well as for reinvestment in the CLOs. Excludes restricted cash related to interest payments, delayed fundings and expenses totaling $59.1 million and $63.9 million at March 31, 2024 and December 31, 2023, respectively.
(5)The replenishment periods of CLO 14, CLO 15 and CLO 16 ended in September 2023, December 2023 and March 2024, respectively.
Securitization Paydowns. During the three months ended March 31, 2024, outstanding notes totaling $122.1 million on CLO 14, $92.2 million on CLO 15, and $31.8 million on the Q Series securitization have been paid down.
Senior Unsecured Notes
A summary of our senior unsecured notes is as follows ($ in thousands):
Senior
Unsecured Notes		Issuance
Date 		March 31, 2024December 31, 2023
MaturityUPBCarrying
Value (1)		Wtd. Avg.
Rate (2)		UPBCarrying
Value (1) 		Wtd. Avg.
Rate (2)
 
7.75% Notes (3)
Mar. 2023Mar. 2026$95,000 $93,840 7.75 %$95,000 $93,697 7.75 %
8.50% Notes (3)
Oct. 2022Oct. 2027150,000 148,153 8.50 %150,000 $148,023 8.50 %
5.00% Notes (3)
 Dec. 2021Dec. 2028180,000 177,981 5.00 %180,000 $177,875 5.00 %
4.50% Notes (3)
 Aug. 2021Sept. 2026270,000 267,973 4.50 %270,000 $267,763 4.50 %
5.00% Notes (3)
 Apr. 2021Apr. 2026175,000 173,698 5.00 %175,000 $173,542 5.00 %
4.50% Notes (3)
 Mar. 2020 Mar. 2027275,000 273,563 4.50 %275,000 $273,444 4.50 %
4.75% Notes (4)
 Oct. 2019Oct. 2024110,000 109,805 4.75 %110,000 $109,721 4.75 %
5.75% Notes (4)
 Mar. 2019Apr. 2024 (5)90,000 90,000 5.75 %90,000 $89,903 5.75 %
$1,345,000 $1,335,013 5.41 %$1,345,000 $1,333,968 5.41 %
________________________
(1)At March 31, 2024 and December 31, 2023, the carrying value is net of deferred financing fees of $10.0 million and $11.0 million, respectively.
(2)At both March 31, 2024 and December 31, 2023, the aggregate weighted average note rate, including certain fees and costs, was 5.70%.
(3)These notes can be redeemed by us prior to three months before the maturity date, at a redemption price equal to 100% of the aggregate principal amount, plus a “make-whole” premium and accrued and unpaid interest. We have the right to redeem the notes within three months prior to the maturity date at a redemption price equal to 100% of the aggregate principal amount, plus accrued and unpaid interest.
(4)These notes can be redeemed by us at any time prior to the maturity date, at a redemption price equal to 100% of the aggregate principal amount, plus a “make-whole” premium and accrued and unpaid interest. We have the right to redeem the notes on the maturity date at a redemption price equal to 100% of the aggregate principal amount, plus accrued and unpaid interest.
(5)In April 2024, these notes matured and were redeemed for cash.
Convertible Senior Unsecured Notes
Our 7.50% convertible senior unsecured notes are not redeemable by us prior to maturity (August 2025) and are convertible by the holder into, at our election, cash, shares of our common stock, or a combination of both, subject to the satisfaction of certain conditions and during specified periods. The conversion rates are subject to adjustment upon the occurrence of certain specified events and the holders may require us to repurchase all, or any portion, of their notes for cash equal to 100% of the principal amount, plus accrued and unpaid interest, if we undergo a fundamental change specified in the agreements.
The UPB and net carrying value of our convertible notes are as follows (in thousands):
PeriodUPBUnamortized Deferred
Financing Fees		Net Carrying
Value
March 31, 2024$287,500 $3,724 $283,776 
December 31, 2023$287,500 $4,382 $283,118 
During both the three months ended March 31, 2024 and 2023, we incurred interest expense on the notes totaling $6.1 million, of which $5.4 million and $0.7 million related to the cash coupon and deferred financing fees, respectively. Including the amortization of the deferred financing fees, our weighted average total cost of the notes was 8.43% and 8.42% at March 31, 2024 and December 31, 2023, respectively. At March 31, 2024, the 7.50% convertible senior notes had a conversion rate of 60.5723 shares of common stock per $1,000 of principal, which represented a conversion price of $16.51 per share of common stock.
Junior Subordinated Notes
The carrying values of borrowings under our junior subordinated notes were $144.1 million and $143.9 million at March 31, 2024 and December 31, 2023, respectively, which is net of a deferred amount of $8.8 million and $9.0 million, respectively, (which is amortized into interest expense over the life of the notes) and deferred financing fees of $1.4 million and $1.5 million, respectively. These notes have maturities ranging from March 2034 through April 2037 and pay interest quarterly at a floating rate. The weighted average note rate was 8.48% at both March 31, 2024 and December 31, 2023. Including certain fees and costs, the weighted average note rate was 8.56% at both March 31, 2024 and December 31, 2023.
Debt Covenants
Credit and Repurchase Facilities and Unsecured Debt. The credit and repurchase facilities and unsecured debt (senior and convertible notes) contain various financial covenants, including, but not limited to, minimum liquidity requirements, minimum net worth requirements, minimum unencumbered asset requirements, as well as certain other debt service coverage ratios, debt to equity ratios and minimum servicing portfolio tests. We were in compliance with all financial covenants and restrictions at March 31, 2024.
CLOs. Our CLO vehicles contain interest coverage and asset overcollateralization covenants that must be met as of the waterfall distribution date in order for us to receive such payments. If we fail these covenants in any of our CLOs, all cash flows from the applicable CLO would be diverted to repay principal and interest on the outstanding CLO bonds and we would not receive any residual payments until that CLO regained compliance with such tests. Our CLOs were in compliance with all such covenants at March 31, 2024, as well as on the most recent determination dates in April 2024. In the event of a breach of the CLO covenants that could not be cured in the near-term, we would be required to fund our non-CLO expenses, including employee costs, distributions required to maintain our REIT status, debt costs, and other expenses with (1) cash on hand, (2) income from any CLO not in breach of a covenant test, (3) income from real property and loan assets, (4) sale of assets, or (5) accessing the equity or debt capital markets, if available. We have the right to cure covenant breaches which would resume normal residual payments to us by purchasing non-performing loans out of the CLOs. However, we may not have sufficient liquidity available to do so at such time.
Our CLO compliance tests as of the most recent determination dates in April 2024 are as follows:
Cash Flow TriggersCLO 14 CLO 15 CLO 16 CLO 17 CLO 18 CLO 19
Overcollateralization (1)
Current125.22 %124.15 %120.81 %121.71 %123.87 %119.30 %
Limit118.76 %119.85 %120.21 %121.51 %123.03 %119.30 %
Pass / FailPassPassPassPassPass Pass
Interest Coverage (2)
Current158.39 %167.06 %147.54 %142.84 %138.90 %128.48 %
Limit120.00 %120.00 %120.00 %120.00 %120.00 %120.00 %
Pass / FailPassPassPass PassPass  Pass
________________________
(1)The overcollateralization ratio divides the total principal balance of all collateral in the CLO by the total principal balance of the bonds associated with the applicable ratio. To the extent an asset is considered a defaulted security, the asset’s principal balance for purposes of the overcollateralization test is the lesser of the asset’s market value or the principal balance of the defaulted asset multiplied by the asset’s recovery rate which is determined by the rating agencies. Rating downgrades of CLO collateral will generally not have a direct impact on the principal balance of a CLO asset for purposes of calculating the CLO overcollateralization test unless the rating downgrade is below a significantly low threshold (e.g. CCC-) as defined in each CLO vehicle.
(2)The interest coverage ratio divides interest income by interest expense for the classes senior to those retained by us.
Our CLO overcollateralization ratios as of the determination dates subsequent to each quarter are as follows:
Determination (1)CLO 14 CLO 15 CLO 16 CLO 17 CLO 18 CLO 19
April 2024125.22 %124.15 %120.81 %121.71 %123.87 %119.30 %
January 2024120.00 %120.85 %120.81 %121.71 %123.87 %120.30 %
October 2023119.76 %120.85 %121.21 %122.51 %124.03 %120.30 %
July 2023119.76 %120.85 %121.21 %122.51 %124.03 %120.30 %
April 2023119.76 %120.85 %121.21 %122.51 %124.03 %120.30 %
________________________
(1)This table represents the quarterly trend of our overcollateralization ratio, however, the CLO determination dates are monthly and we were in compliance with this test for all periods presented.
The ratio will fluctuate based on the performance of the underlying assets, transfers of assets into the CLOs prior to the expiration of their respective replenishment dates, purchase or disposal of other investments, and loan payoffs. No payment due under the junior subordinated indentures may be paid if there is a default under any senior debt and the senior lender has sent notice to the trustee. The junior subordinated indentures are also cross-defaulted with each other.