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Secured Debt Arrangements, Net
9 Months Ended
Sep. 30, 2018
Debt Disclosure [Abstract]  
Secured Debt Arrangements, Net
Secured Debt Arrangements, Net
At September 30, 2018 and December 31, 2017, our borrowings had the following secured debt arrangements, maturities and weighted average interest rates ($ in thousands):
 
 
September 30, 2018 (2)
 
December 31, 2017
 
Maximum Amount of Borrowings
 
Borrowings Outstanding
 
Maturity (1)
 
Maximum Amount of Borrowings
 
Borrowings Outstanding
 
Maturity (1)
 
Weighted
Average
Rate
JPMorgan Facility (USD)
$
1,332,450

 
$
950,635

 
June 2021
 
$
1,393,000

 
$
944,529

 
March 2020
 
USD L + 2.30%
JPMorgan Facility (GBP)
49,550

 
49,550

 
June 2021
 
N/A

 
N/A

 
N/A
 
N/A
DB Repurchase Facility (USD)
900,905

 
389,525

 
March 2021
 
472,090

 
225,367

 
March 2020
 
USD L + 2.56%
DB Repurchase Facility (GBP)
154,095

 
154,095

 
March 2021
 
93,919

 
93,919

 
March 2020
 
GBP L + 2.60%
Goldman Facility
300,000

 
205,982

 
November 2020
 
331,130

 
81,380

 
November 2020
 
USD L + 2.73%
CS Facility (USD)
69,941

 
69,941

 
March 2019
 
N/A

 
N/A

 
N/A
 
N/A
CS Facility (GBP)
143,993

 
143,993

 
March 2019
 
N/A

 
N/A

 
N/A
 
N/A
HSBC Facility (GBP)
49,896

 
49,896

 
September 2019
 
N/A

 
N/A

 
N/A
 
N/A
Sub-total
3,000,830

 
2,013,617

 
 
 
2,290,139

 
1,345,195

 
 
 

less: deferred financing costs
N/A

 
(16,746
)
 
 
 
N/A

 
(14,348
)
 
 
 
N/A
Total / Weighted Average
$
3,000,830

 
$
1,996,871

  
$2,290,139
 
$1,330,847
 
USD L + 2.37% /
 
GBP L + 2.60%
———————
(1) Maturity date assumes extensions at our option are exercised.
(2) Weighted average rate as of September 30, 2018 was USD L + 2.26% / GBP L + 2.27%.

JPMorgan Facility
In May 2017, through two indirect wholly-owned subsidiaries, we entered into the Fifth Amended and Restated Master Repurchase Agreement with JPMorgan Chase Bank, National Association (as amended, the "JPMorgan Facility"). The JPMorgan Facility provides for maximum total borrowing capacity of $1.4 billion, comprised of a $1.25 billion repurchase facility and a $132.0 million asset specific financing and enables us to elect to receive advances in either U.S. dollars, British pounds ("GBP"), or Euros ("EUR"). The repurchase facility matures in June 2020, plus a one-year extension available at our option, subject to certain conditions. The asset specific financing matures in February 2019. Margin calls may occur any time at specified aggregate margin deficit thresholds. We have agreed to provide a limited guarantee of the obligations of our indirect wholly-owned subsidiaries under the JPMorgan Facility.
As of September 30, 2018, we had $1.0 billion (including £38.0 million assuming conversion into U.S. dollars) of borrowings outstanding under the JPMorgan Facility secured by certain of our commercial mortgage loans.
DB Repurchase Facility
In April 2018, through an indirect wholly-owned subsidiary, we entered into a Second Amended and Restated Master Repurchase Agreement with Deutsche Bank AG, Cayman Islands Branch and Deutsche Bank AG, London Branch (as amended, the "DB Repurchase Facility"), which was upsized in September 2018, and provides for advances of up to $1.0 billion for the sale and repurchase of eligible first mortgage loans secured by commercial or multifamily properties located in the United States, United Kingdom and the European Union, and enables us to elect to receive advances in either U.S. dollars, British pounds, or Euros. Additionally, we have a $55.0 million of asset specific financing with Deutsche Bank in connection with financing a first mortgage loan secured by real estate. The repurchase facility matures in March 2020, plus a one-year extension available at our option, subject to certain conditions. The asset specific financing matures in August 2019. Margin calls may occur any time at specified aggregate margin deficit thresholds. We have agreed to provide a limited guarantee of the obligations of our indirect wholly-owned subsidiaries under this facility.
As of September 30, 2018, we had $543.6 million (including £118.3 million assuming conversion into U.S. dollars) of borrowings outstanding under the DB Repurchase Facility secured by certain of our commercial mortgage loans.
Goldman Facility
In November 2017, through an indirect wholly-owned subsidiary, we entered into a master repurchase and securities contract agreement with Goldman Sachs Bank USA (the "Goldman Facility"), which provides for advances of up to $300.0 million and matures in November 2019, plus a one-year extension available at our option, subject to certain conditions. Margin calls may occur any time at specified margin deficit thresholds. We have agreed to provide a limited guarantee of the obligations of the seller under the Goldman Facility.
As of September 30, 2018, we had total borrowings of $206.0 million of borrowings outstanding under the Goldman Facility.
CS Facility - USD
In July 2018, through an indirect wholly-owned subsidiary, we entered into a Master Repurchase Agreement with Credit Suisse AG, acting through its Cayman Islands Branch and Alpine Securitization Ltd (the "CS Facility - USD"), which provides for advances for the sale and repurchase of eligible commercial mortgage loans secured by real estate. The CS Facility - USD matures six months after either party notifies the other party of intention to terminate. Margin calls may occur any time at specified aggregate margin deficit thresholds. We have agreed to provide a guarantee of the obligations of our indirect wholly-owned subsidiaries under this facility.
As of September 30, 2018, we had total borrowings of $69.9 million of borrowings outstanding under the CS Facility - USD secured by one of our commercial mortgage loans.
CS Facility - GBP
In June 2018, through an indirect wholly-owned subsidiary, we entered into a Master Repurchase Agreement with Credit Suisse AG, acting through its Cayman Islands Branch and Alpine Securitization Ltd (the "CS Facility - GBP"), which provides for advances for the sale and repurchase of eligible commercial mortgage loans secured by real estate. The CS Facility - GBP matures six months after either party notifies the other party of intention to terminate. Margin calls may occur any time at specified aggregate margin deficit thresholds. We have agreed to provide a guarantee of the obligations of our indirect wholly-owned subsidiaries under this facility.
As of September 30, 2018, we had total borrowings of $144.0 million (£110.5 million assuming conversion into U.S. dollars) of borrowings outstanding under the CS Facility - GBP secured by one of our commercial mortgage loans.
HSBC Facility
In September 2018, through an indirect wholly-owned subsidiary, we entered into a secured debt arrangement with HSBC Bank plc (the "HSBC Facility"), which provides for a single asset financing. The facility matures in September 2019 and unless terminated by either party, automatically extends for further periods prior to maturity. Margin calls may occur any time at specified aggregate margin deficit thresholds. We have agreed to provide a guarantee of the obligations of our indirect wholly-owned subsidiaries under this facility.
As of September 30, 2018, we had total borrowings of $49.9 million (£38.3 million assuming conversion into U.S. dollars) of borrowings outstanding under the HSBC Facility secured by one of our commercial mortgage loans.



At September 30, 2018, our borrowings had the following remaining maturities ($ in thousands): 
 
Less than
1 year
 (1)
 
1 to 3
years
 (1)
 
3 to 5
years
 
More than
5 years
 
Total
JPMorgan Facility
$
334,884

 
$
665,301

 
$


$

 
$
1,000,185

DB Repurchase Facility
177,164

 
366,456

 



 
543,620

Goldman Facility

 
205,982

 

 

 
205,982

CS Facility - USD
69,941

 

 

 

 
69,941

CS Facility - GBP
143,993

 

 

 

 
143,993

HSBC Facility
49,896

 

 

 

 
49,896

Total
$
775,878

 
$
1,237,739

 
$

 
$

 
$
2,013,617

———————
(1) Assumes underlying assets are financed through the fully extended maturity date of the facility.


The table below summarizes the outstanding balances at September 30, 2018, as well as the maximum and average month-end balances for the nine months ended September 30, 2018 for our borrowings under secured debt arrangements ($ in thousands).
 
 
 
 
 
For the nine months ended September 30, 2018
 
Balance at September 30, 2018
 
Amortized Cost of collateral at September 30, 2018
 
Maximum Month-End
Balance
 
Average Month-End
Balance
JPMorgan Facility
$
1,000,185

 
$
1,621,477

 
$
1,000,854

 
$
910,138

DB Repurchase Facility
543,620

 
955,460

 
707,405

 
511,259

Goldman Facility
205,982

 
278,490

 
236,764

 
159,010

CS Facility - USD
69,941

 
99,013

 
69,941

 
69,941

CS Facility - GBP
143,993

 
220,397

 
145,937

 
144,540

HSBC Facility
49,896

 
70,763

 
49,896

 
49,896

Total
$
2,013,617

 
$
3,245,600

 
 
 
 


We were in compliance with the covenants under each of our secured debt arrangements at September 30, 2018 and December 31, 2017.