Debt Obligations

12 Months Ended

Dec. 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):

	December 31, 2024								December 31, 2023
	UPB		Debt Carrying Value (1)		Collateral Carrying Value		Wtd. Avg. Note Rate		UPB		Debt Carrying Value (1)		Collateral Carrying Value		Wtd. Avg. Note Rate
Structured Business
$1.9B joint repurchase facility (2)	$	661,159	$	657,690	$	1,104,791	6.76	%	$	870,073	$	868,077	$	1,371,436	7.81	%
$1B repurchase facility (2)	215,832		215,459		336,193		6.97	%	386,576		385,779		589,533		7.68	%
$1B repurchase facility	782,956		781,812		1,055,321		7.20	%	448,411		447,490		597,205		8.38	%
$750M repurchase facility (2)	203,348		202,798		362,695		7.28	%	—		—		—		—
$649M repurchase facility (2)(3)	499,039		499,017		678,017		6.98	%	355,328		355,328		506,753		7.83	%
$400M credit facility	140,412		138,695		237,123		7.69	%	—		—		—		—
$350M repurchase facility	134,368		134,189		203,135		6.53	%	263,061		262,820		362,465		7.55	%
$250M repurchase facility	—		—		—		—		—		—		—		—
$250M repurchase facility	—		—		—		—		—		—		—		—
$250M repurchase facility (4)	—		—		—		—		17,997		17,964		23,088		7.32	%
$200M repurchase facility	74,925		74,896		109,920		6.59	%	107,355		107,324		141,130		7.44	%
$200M repurchase facility	156,329		155,676		214,441		6.98	%	46,403		45,969		68,762		8.04	%
$150M credit facility	108,861		108,696		145,148		7.43	%	120,645		120,610		162,068		8.05	%
$134M loan specific credit facilities	134,131		133,965		181,108		6.59	%	120,660		120,328		161,700		6.91	%
$100M repurchase facility (5)	—		—		—		—		32,599		32,579		41,522		7.03	%
$50M credit facility (6)	—		—		—		—		29,200		29,200		36,500		7.58	%
$40M credit facility	15,576		15,387		24,610		6.77	%	—		—		—		—
$35M working capital facility	—		—		—		—		—		—		—		—
Repurchase facility - securities (2)(7)	18,549		18,549		—		6.12	%	31,033		31,033		—		7.15	%
Structured Business total (8)	$	3,145,485	$	3,136,829	$	4,652,502	7.00	%	$	2,829,341	$	2,824,501	$	4,062,162	7.80	%
Agency Business
$750M ASAP agreement	$	62,196	$	62,196	$	62,372	5.48	%	$	73,011	$	73,011	$	73,781	6.49	%
$500M repurchase facility	40,878		40,872		41,165		5.81	%	115,841		115,730		241,895		6.83	%
$200M credit facility	141,217		141,169		141,971		5.89	%	187,185		187,138		187,185		6.78	%
$200M credit facility	137,878		137,762		138,793		5.84	%	—		—		—		—
$100M joint repurchase facility (2)	28,656		28,611		38,962		6.34	%	7,945		7,833		11,350		7.77	%
$50M credit facility	11,723		11,723		11,723		5.84	%	29,085		29,083		29,418		6.73	%
$1M repurchase facility (2)(3)	328		328		469		6.83	%	531		531		866		7.86	%
Agency Business total	$	422,876	$	422,661	$	435,455	5.84	%	$	413,598	$	413,326	$	544,495	6.76	%
Consolidated total	$	3,568,361	$	3,559,490	$	5,087,957	6.86	%	$	3,242,939	$	3,237,827	$	4,606,657	7.67	%

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(1)At December 31, 2024 and 2023, debt carrying value for the Structured Business was net of unamortized deferred finance costs of $8.6 million and $4.8 million, respectively, and for the Agency Business was net of unamortized deferred finance costs of $0.2 million and $0.3 million, respectively.

(2)These facilities are subject to margin call provisions associated with changes in interest spreads.

(3)A portion of this facility was used to finance a fixed rate SFR permanent loan reported through our Agency Business.

(4)In December 2024, we terminated this facility.

(5)This facility matured in October 2024 and was not renewed.

(6)In June 2024, we terminated this facility.

(7)At December 31, 2024 and 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 $26.6 million and $43.1 million, respectively.

(8)These amounts exclude outstanding mortgage notes payable on our REO assets with a debt carrying value of $74.9 million and $44.3 million as of December 31, 2024 and 2023, respectively.

Usually, our credit and repurchase facilities have extension options that are at the discretion of the financial institutions in which we have long standing relationships with. These facilities typically renew annually and also include a "wind-down" feature.

Joint Repurchase Facility. We have a $2.00 billion joint repurchase facility that is shared between the Structured Business and the Agency Business, and matures in July 2025 with a one-year extension option. This facility is used to finance both structured and Private Label loans. The interest rate under the facility is determined on a loan-by-loan basis and may include a floor equal to a pro rata share of the floors included in our originated loans. The facility has a maximum advance rate of 80% on all loans. If the estimated market value of the loans financed in this facility decrease, we may be required to pay down borrowings under this facility.

Structured Business. We utilize credit and repurchase facilities with various financial institutions to finance our loans and investments as described below. Many of these facilities have a maximum advance rate between 70% to 80%, depending on the asset type financed.

At December 31, 2024 and 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 7.43% 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 working capital facility, was 67% and 69% at December 31, 2024 and 2023, respectively.

We have a $1.00 billion repurchase facility used to finance bridge loans that matures in August 2025, with a one-year extension option. The facility bears interest at SOFR plus 2.50%.

We have a $1.00 billion repurchase facility to finance SFR loans that has an interest rate ranging from SOFR plus 2.50% to 3.26%. The commitment amount under this facility expires six months after the lender provides written notice. We then have an additional six months to repurchase the underlying loans.

We have a $750.0 million repurchase facility of which $500.0 million may be used to finance performing loans and $250.0 million may be used to finance non-performing loans that matures in December 2026, with the ability to extend the maturity in one-year increments, subject to lender approval. The $500.0 million portion of the facility has an interest rate of SOFR plus 1.75%, with a SOFR floor of 0.15% and will increase to SOFR plus 2.25%, with a 0.15% SOFR floor in March 2026. The $250.0 million portion of the facility has an interest rate of SOFR plus 3.25%, with a SOFR floor of 2.50%.

We have a $650.0 million repurchase facility to finance SFR loans that has an interest rate ranging from SOFR plus 2.46% to 3.11%, with a 0.25% SOFR floor, and matures in October 2025.

We have a $400.0 million credit facility to finance performing and non-performing loans that bears interest at SOFR plus 3.25%, with a SOFR floor of 1.00%. The facility matures in March 2027.

We have a $350.0 million repurchase facility to finance bridge loans that matures in March 2025, with a one-year extension option. The interest rate under the facility is determined on a loan-by-loan basis and includes a floor of SOFR plus 2.00%.

We have a $250.0 million repurchase facility to finance multifamily construction loans that matures in September 2027, 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 2.00%.

We have a $250.0 million repurchase facility to finance bridge loans that bears interest ranging from SOFR plus 2.00% to 2.65% depending on the duration of time the loan is being financed. The facility matures in October 2025, with a one-year extension option.

We have a $200.0 million repurchase facility to finance bridge and construction loans that has interest rates ranging from SOFR plus 1.75% to 3.50% depending on the type of loan financed, with a SOFR floor determined on a loan-by-loan basis. In January 2025, this facility was increased to $400.0 million and the maturity was extended from January 2025 to January 2027, with a one-year extension option.

We have a $200.0 million repurchase facility to finance SFR loans that matures in March 2027, with a one-year extension option. This facility has an interest rate of SOFR plus 2.55%.

We have a $150.0 million credit facility to finance SFR loans that matures in October 2025. This facility bears interest at SOFR plus 3.00%, with an all-in floor of 5.50%.

We have several loan specific credit facilities totaling $134.1 million used to finance individual bridge loans. The facilities bear interest ranging from SOFR plus 1.91% to 2.40%, with a SOFR floor up to 2.40%, and Prime plus 0.85%, with a Prime floor of 6.15%. The facilities mature between June 2025 and August 2027.

We have a $40.0 million credit facility used to purchase loans that bears interest at SOFR plus 2.35% and matures in April 2026, with a one-year extension option.

We have a $35.0 million unsecured working capital line of credit that bears interest at SOFR plus 3.00%. This line matures in April 2025 and is typically renewed annually.

We have an uncommitted repurchase facility that is used to finance certificates retained by us from our Q Series securitization and our purchases of B Piece bonds from SBL program securitizations. This facility bears interest ranging from SOFR plus 1.50% to 3.50% and matures in July 2025, with a one-year extension option.

Agency Business. We utilize credit and repurchase facilities with various financial institutions to finance substantially all of our loans held-for-sale as described below. The financial institutions that provide these facilities generally have a security interest in the underlying mortgage notes that serve as collateral for these facilities.

We have a $750.0 million ASAP agreement with Fannie Mae providing us with a warehousing credit facility for mortgage loans that are to be sold to Fannie Mae and serviced under the Fannie Mae DUS program. The ASAP agreement is not a committed line, has no expiration date and bears interest at SOFR plus 1.15%, with a 0.25% SOFR floor.

We have a $500.0 million repurchase facility that bears interest at SOFR plus 1.48% and matures in November 2025.

We have a $200.0 million credit facility that bears interest at SOFR plus 1.40% and matures in March 2025.

We have a $200.0 million credit facility that bears interest at SOFR plus 1.35% and matures in July 2025. We have the ability to borrow up to an additional $200.0 million under this facility at the lenders discretion determined on a loan-by-loan basis. This facility includes a $37.5 million sublimit for principal and interest advances we make as the primary servicer to Fannie Mae in connection with potential delinquent loans under the Fannie Mae forbearance program, which bears interest at SOFR plus 1.75%.

We have a $50.0 million credit facility that bears interest at SOFR plus 1.35% and matures in September 2025.

We have a letter of credit facility to secure obligations under the Fannie Mae DUS program and the Freddie Mac SBL program with a total committed amount of up to $75.0 million. The facility bears interest at a fixed rate of 2.875%, matures in September 2025, and is primarily collateralized by our servicing revenue as approved by Fannie Mae and Freddie Mac. The facility includes a $5.0 million sublimit for obligations under the Freddie Mac SBL program. At December 31, 2024, the letters of credit outstanding include $70.0 million for the Fannie Mae DUS program and $5.0 million for the Freddie Mac SBL program.

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):

	Debt						Collateral (3)
							Loans				Cash
December 31, 2024	Face Value		Carrying Value (1)		Wtd. Avg. Rate (2)		UPB		Carrying Value		Restricted Cash (4)
CLO 19	$	753,987	$	751,364	7.02	%	$	912,935	$	912,392	$	—
CLO 18	1,335,647		1,332,950		6.47	%	1,684,765		1,684,285		37,090
CLO 17	1,482,657		1,480,495		6.15	%	1,811,391		1,810,463		50,910
CLO 16	682,845		681,008		5.93	%	944,660		943,542		—
CLO 14	326,238		326,238		6.11	%	452,751		452,526		—
Total CLOs (5)	4,581,374		4,572,055		6.35	%	5,806,502		5,803,208		88,000
Q Series securitization	50,641		50,434		6.49	%	94,940		94,895		—
Total securitized debt	$	4,632,015	$	4,622,489	6.35	%	$	5,901,442	$	5,898,103	$	88,000
December 31, 2023
CLO 19	$	872,812	$	868,359	7.84	%	$	1,031,772	$	1,028,669	$	4,527
CLO 18	1,652,812		1,647,885		7.29	%	1,784,921		1,780,930		244,629
CLO 17	1,714,125		1,709,800		7.14	%	1,870,388		1,865,878		203,938
CLO 16	1,237,500		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 CLOs	6,741,006		6,721,356		7.14	%	7,558,887		7,540,741		529,812
Q Series securitization	215,278		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 $9.5 million and $21.3 million of deferred financing fees at December 31, 2024 and 2023, respectively.

(2)At December 31, 2024 and 2023, the aggregate weighted average note rate for our CLOs, including certain fees and costs, was 6.59% and 7.37%, respectively, and the Q Series securitization was 7.46% and 7.99%, respectively.

(3)At December 31, 2024 and 2023, 46 and 12 loans, respectively, with a total UPB of $1.60 billion 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. Does not include restricted cash related to interest payments, delayed fundings and expenses totaling $43.4 million and $63.9 million at December 31, 2024 and 2023, respectively.

(5)The replenishment period for all CLOs has ended: CLO 14 - September 2023, CLO 15 – December 2023, CLO 16 – March 2024, CLO 19 – May 2024, CLO 17 – June 2024, and CLO 18 – August 2024.

CLO 19. In 2022, we completed CLO 19, issuing nine tranches of CLO notes through a wholly owned subsidiary totaling $1.05 billion. Of the total CLO notes issued, $872.8 million were investment grade notes issued to third party investors and $177.2 million were below investment grade notes retained by us. As of the CLO closing date, the notes were secured by a portfolio of loan obligations with a face value of $976.9 million, consisting primarily of bridge loans that were contributed from our existing loan portfolio, and cash. The financing had an approximate two-year replacement period that allowed the principal proceeds and sale proceeds (if any) of the loan obligations to be reinvested in qualifying replacement loan obligations, subject to the satisfaction of certain conditions set forth in the indenture. Thereafter, the outstanding debt balance is being reduced as loans are repaid. Initially, the proceeds of the issuance of the securities also included $73.1 million for the purpose of acquiring additional loan obligations for a period of up to 180 days from the CLO closing date, which we subsequently utilized, resulting in the issuer owning loan obligations with a face value of $1.05 billion, representing leverage of 83%. The notes sold to third parties had an initial weighted average interest rate of 2.36% plus term SOFR and interest payments on the notes are payable monthly.

CLO 18. In 2022, we completed CLO 18, issuing eight tranches of CLO notes through two wholly owned subsidiaries totaling $1.86 billion. Of the total CLO notes issued, $1.65 billion were investment grade notes issued to third party investors and $210.1 million were

below investment grade notes retained by us. As of the CLO closing date, the notes were secured by a portfolio of loan obligations with a face value of $1.70 billion, consisting primarily of bridge loans that were contributed from our existing loan portfolio, and cash. The financing had an approximate two-and-a-half-year replacement period that allowed the principal proceeds and sale proceeds (if any) of the loan obligations to be reinvested in qualifying replacement loan obligations, subject to the satisfaction of certain conditions set forth in the indenture. Thereafter, the outstanding debt balance is being reduced as loans are repaid. Initially, the proceeds of the issuance of the securities also included $347.3 million for the purpose of acquiring additional loan obligations for a period of up to 180 days from the CLO closing date, which we subsequently utilized, resulting in the issuer owning loan obligations with a face value of $2.05 billion, representing leverage of 81%. We retained a residual interest in the portfolio with a notional amount of $397.2 million, including the $210.1 million below investment grade notes. The notes sold to third parties had an initial weighted average interest rate of 1.81% plus compounded SOFR and interest payments on the notes are payable monthly.

CLO 17. In 2021, we completed CLO 17, issuing eight tranches of CLO notes through two wholly owned subsidiaries totaling $1.91 billion. Of the total CLO notes issued, $1.71 billion were investment grade notes issued to third party investors and $194.3 million were below investment grade notes retained by us. As of the CLO closing date, the notes were secured by a portfolio of loan obligations with a face value of $1.79 billion, consisting primarily of bridge loans that were contributed from our existing loan portfolio, and cash. The financing had an approximate two-and-a-half-year replacement period that allowed the principal proceeds and sale proceeds (if any) of the loan obligations to be reinvested in qualifying replacement loan obligations, subject to the satisfaction of certain conditions set forth in the indenture. Thereafter, the outstanding debt balance is being reduced as loans are repaid. Initially, the proceeds of the issuance of the securities also included $315.0 million for the purpose of acquiring additional loan obligations for a period of up to 180 days from the CLO closing date, which we subsequently utilized, resulting in the issuer owning loan obligations with a face value of $2.10 billion, representing leverage of 82%. We retained a residual interest in the portfolio with a notional amount of $385.9 million, including the $194.3 million below investment grade notes. The notes sold to third parties had an initial weighted average interest rate of 1.68% plus one-month LIBOR and interest payments on the notes are payable monthly.

CLO 16. In 2021, we completed CLO 16, issuing eight tranches of CLO notes through two wholly owned subsidiaries totaling $1.37 billion. Of the total CLO notes issued, $1.24 billion were investment grade notes issued to third party investors and $135.0 million were below investment grade notes retained by us. As of the CLO closing date, the notes were secured by a portfolio of loan obligations with a face value of $1.19 billion, consisting primarily of bridge loans that were contributed from our existing loan portfolio, and cash. The financing had an approximate two-and-a-half-year replacement period that allowed the principal proceeds and sale proceeds (if any) of the loan obligations to be reinvested in qualifying replacement loan obligations, subject to the satisfaction of certain conditions set forth in the indenture. Thereafter, the outstanding debt balance is being reduced as loans are repaid. Initially, the proceeds of the issuance of the securities also included $313.0 million for the purpose of acquiring additional loan obligations for a period of up to 180 days from the CLO closing date, which we subsequently utilized, resulting in the issuer owning loan obligations with a face value of $1.50 billion, representing leverage of 83%. We retained a residual interest in the portfolio with a notional amount of $262.5 million, including the $135.0 million below investment grade notes. The notes sold to third parties had an initial weighted average interest rate of 1.31% plus one-month LIBOR and interest payments on the notes are payable monthly.

CLO 14. In 2021, we completed CLO 14, issuing eight tranches of CLO notes through two wholly owned subsidiaries totaling $724.2 million. Of the total CLO notes issued, $655.5 million were investment grade notes issued to third party investors and $68.7 million were below investment grade notes retained by us. As of the CLO closing date, the notes were secured by a portfolio of loan obligations with a face value of $635.2 million, consisting primarily of bridge loans that were contributed from our existing loan portfolio, and cash. The financing had a two-and-a-half-year replacement period that allowed the principal proceeds and sale proceeds (if any) of the loan obligations to be reinvested in qualifying replacement loan obligations, subject to the satisfaction of certain conditions set forth in the indenture. Thereafter, the outstanding debt balance is being reduced as loans are repaid. Initially, the proceeds of the issuance of the securities also included $149.8 million for the purpose of acquiring additional loan obligations for a period of up to 180 days from the CLO closing date, which we subsequently utilized, resulting in the issuer owning loan obligations with a face value of $785.0 million, representing leverage of 84%. We retained a residual interest in the portfolio with a notional amount of $129.5 million, including the $68.7 million below investment grade notes. The notes sold to third parties had an initial weighted average interest rate of 1.33% plus one-month LIBOR and interest payments on the notes are payable monthly.

CLO 15. In June 2024, we unwound CLO 15, redeeming the remaining outstanding notes totaling $674.4 million, which were paid primarily from the refinancing of the remaining assets within our other CLO vehicles and credit and repurchase facilities.

CLO 13 and 12. In June 2023 and August 2023, we unwound CLO 13 and 12, respectively, redeeming the remaining outstanding notes, which were repaid primarily from the refinancing of the remaining assets within our other CLO vehicles and credit and repurchase facilities. We expensed $1.5 million of deferred financing fees in 2023 related to the unwind of these CLOs, into loss on extinguishment of debt on the consolidated statements of income.

Freddie Mac Q Series Securitization. In December 2022, we completed a Q Series securitization, by which we sold to Freddie Mac 11 floating rate loans totaling $315.8 million that are secured by first priority mortgage liens on 21 multifamily properties that qualify as mission-driven under the Federal Housing Finance Agency guidelines. The Q Series securitization is represented through a series of pass-through certificates (the “Certificates”) issued under a pooling and servicing agreement. We retained certain subordinate and interest-only classes of the Certificates aggregating $79.0 million and the remaining Certificates totaling $236.9 million were purchased by third party investors, representing leverage of 75%. The Certificates sold to third parties pay interest at 2.00% plus SOFR, excluding fees and transaction costs, and are payable monthly.

Securitization Paydowns. During 2024, outstanding notes totaling $896.5 million on our CLOs and $58.1 million on the Q Series securitization have been paid down.

As part of the securitization transaction, we released all mortgage servicing obligations and rights to Freddie Mac who was designated as the master servicer. As master servicer, Freddie Mac appointed us as its subservicer, which includes obligations to collect and remit payments and otherwise administer the underlying loans, and a third party as the special servicer. We may, subject to certain limitations, terminate the special servicer, with or without cause, and appoint a successor. In addition, the special servicer must receive our consent prior to certain decisions with respect to a specially serviced mortgage loan.

Senior Unsecured Notes

A summary of our senior unsecured notes is as follows ($ in thousands):

			December 31, 2024						December 31, 2023
Senior Unsecured Notes	Issuance Date	Maturity	UPB		Carrying Value (1)		Wtd. Avg. Rate (2)		UPB		Carrying Value (1)		Wtd. Avg. Rate (2)
9.00% Notes (3)	Oct. 2024	Oct. 2027	$	100,000	$	98,352	9.00	%	$	—	$	—	—
7.75% Notes (3)	Mar. 2023	Mar. 2026	95,000		94,275		7.75	%	95,000		93,697		7.75	%
8.50% Notes (3)	Oct. 2022	Oct. 2027	150,000		148,531		8.50	%	150,000		148,023		8.50	%
5.00% Notes (3)	Dec. 2021	Dec. 2028	180,000		178,300		5.00	%	180,000		177,875		5.00	%
4.50% Notes (3)	Aug. 2021	Sept. 2026	270,000		268,601		4.50	%	270,000		267,763		4.50	%
5.00% Notes (3)	Apr. 2021	Apr. 2026	175,000		174,161		5.00	%	175,000		173,542		5.00	%
4.50% Notes (3)	Mar. 2020	Mar. 2027	275,000		273,927		4.50	%	275,000		273,444		4.50	%
4.75% Notes	Oct. 2019	Oct. 2024	—		—		—		110,000		109,721		4.75	%
5.75% Notes	Mar. 2019	Apr. 2024	—		—		—		90,000		89,903		5.75	%
			$	1,245,000	$	1,236,147	5.73	%	$	1,345,000	$	1,333,968	5.41	%

________________________________________

(1)At December 31, 2024 and 2023, the carrying value is net of deferred financing fees of $8.9 million and $11.0 million, respectively.

(2)At December 31, 2024 and 2023, the aggregate weighted average note rate, including certain fees and costs, was 6.02% and 5.70%, respectively.

(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.

Except as noted below, we used the proceeds of our senior unsecured debt offerings to make investments and for general corporate purposes.

In October 2024, we issued $100.0 million aggregate principal amount of 9.00% senior unsecured notes due October 2027 in a private offering. We received proceeds of $98.4 million from the issuance, after deducting the underwriting discount and other offering expenses. We used the proceeds to pay down debt and for general corporate purposes.

In March 2023, we issued $95.0 million aggregate principal amount of 7.75% senior unsecured notes due in 2026 in a private offering. We received proceeds of $93.4 million from the issuance, after deducting the placement agent commission and other offering expenses. We used $70.8 million of the proceeds, which included accrued interest and other fees, to repurchase the remaining portion of our 8.00% senior unsecured notes due in 2023.

In 2022, we issued $150.0 million aggregate principal amount of 8.50% senior unsecured notes due in 2027 in a private offering. We received proceeds of $147.5 million from the issuance, after deducting the underwriting discount and other offering expenses. We used $47.5 million of the proceeds, which included accrued interest and other fees, to repurchase a portion of our 5.625% senior unsecured notes.

In 2021, we issued $180.0 million aggregate principal amount of 5.00% senior unsecured notes due in 2028 in a private offering. We received proceeds of $177.2 million from the issuance, after deducting the underwriting discount and other offering expenses.

In 2021, we issued $270.0 million aggregate principal amount of 4.50% senior unsecured notes due in 2026 in a private offering. We received proceeds of $265.8 million from the issuance, after deducting the underwriting discount and other offering expenses.

In 2021, we issued $175.0 million aggregate principal amount of 5.00% senior unsecured notes due in 2026 in a private offering. We received proceeds of $172.3 million from the issuance, after deducting the underwriting discount and other offering expenses.

In 2020, we issued $275.0 million aggregate principal amount of 4.50% senior unsecured notes due in March 2027 in a private offering. We received proceeds of $271.8 million from the issuance, after deducting the underwriting discount and other offering expenses. We used a significant portion of the proceeds to repay secured indebtedness.

The following senior unsecured notes matured during 2023 and 2024:

•in April 2023, we redeemed our 8.00% notes totaling $70.8 million;

•in May 2023, we redeemed the remaining $78.8 million of our 5.625% notes;

•in April 2024, we redeemed our 5.75% notes totaling $90.0 million; and

•in October 2024, we redeemed our 4.75% notes totaling $110.0 million.

Convertible Senior Unsecured Notes

In 2022, we issued $287.5 million in aggregate principal amount of 7.50% convertible senior notes (the “7.50% Convertible Notes”) through a private placement offering. We received proceeds of $279.3 million, net of discounts and fees. The 7.50% Convertible Notes pay interest semiannually in arrears and are scheduled to mature in August 2025, unless earlier converted or repurchased by the holders pursuant to their terms. The initial conversion rate was 59.8480 shares of common stock per $1,000 of principal representing a conversion price of $16.71 per share of common stock. At December 31, 2024, the 7.50% Convertible Notes had a conversion rate of 61.0757 shares of common stock per $1,000 of principal, which represented a conversion price of $16.37 per share of common stock.

We used $203.1 million of the net proceeds from our 7.50% Convertible Notes to repurchase a portion of our 4.75% convertible senior notes and expensed $3.3 million of deferred financing fees into loss on extinguishment of debt on the consolidated statements of income. The remaining $66.1 million of our 4.75% convertible notes were redeemed at maturity in 2022.

Our convertible senior unsecured notes are not redeemable by us prior to their maturities 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):

Period	UPB		Unamortized Deferred Financing Fees		Net Carrying Value
December 31, 2024	$	287,500	$	1,647	$	285,853
December 31, 2023	$	287,500	$	4,382	$	283,118

During 2024, we incurred interest expense on the convertible notes totaling $24.3 million, of which $21.5 million and $2.8 million related to the cash coupon and deferred financing fees, respectively. During 2023, we incurred interest expense on the notes totaling $24.8 million, of which $22.1 million and $2.7 million related to the cash coupon and deferred financing fees, respectively. During 2022, we incurred interest expense on the notes totaling $19.8 million, of which $16.9 million and $2.9 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 convertible notes was 8.43% and 8.42% at December 31, 2024 and 2023, respectively.

Junior Subordinated Notes

The carrying values of borrowings under our junior subordinated notes were $144.7 million and $143.9 million at December 31, 2024 and 2023, respectively, which is net of a deferred amount of $8.3 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 7.18% and 8.48% at December 31, 2024 and 2023, respectively. Including certain fees and costs, the weighted average note rate was 7.26% and 8.56% at December 31, 2024 and 2023, respectively.

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 December 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 December 31, 2024, as well as on the most recent determination dates in January 2025. 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 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 January 2025 are as follows:

Cash Flow Triggers	CLO 14		CLO 16		CLO 17		CLO 18		CLO 19
Overcollateralization (1)
Current	137.46	%	136.19	%	122.10	%	123.89	%	119.56	%
Limit	118.76	%	120.21	%	121.51	%	123.03	%	119.30	%
Pass / Fail	Pass		Pass		Pass		Pass		Pass
Interest Coverage (2)
Current	172.64	%	176.22	%	152.15	%	143.01	%	133.28	%
Limit	120.00	%	120.00	%	120.00	%	120.00	%	120.00	%
Pass / Fail	Pass		Pass		Pass		Pass		Pass

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(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 16		CLO 17		CLO 18		CLO 19
January 2025	137.46	%	136.19	%	122.10	%	123.89	%	119.56	%
October 2024	133.88	%	129.98	%	123.14	%	124.20	%	121.78	%
July 2024	132.91	%	127.64	%	121.78	%	123.67	%	119.98	%
April 2024	125.22	%	120.81	%	121.71	%	123.87	%	119.30	%
January 2024	120.00	%	120.81	%	121.71	%	123.87	%	120.30	%

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(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.