Senior Secured Notes, Net

6 Months Ended

Jun. 30, 2022

Receivables [Abstract]

Secured Debt Arrangement, Net/Participations Sold

Secured Debt Arrangements, NetAt June 30, 2022 and December 31, 2021, our borrowings included the following secured debt arrangements, maturities and weighted-average interest rates ($ in thousands):

June 30, 2022 December 31, 2021

	Maximum Amount of Borrowings(1)		Borrowings Outstanding(1)		Maturity (2)	Maximum Amount of Borrowings(1)		Borrowings Outstanding(1)		Maturity (2)
JPMorgan - USD	$	1,421,841	$	1,224,801	September 2026	$	1,344,283	$	1,329,923	September 2026
JPMorgan - GBP	78,159		78,159		September 2026	87,497		86,849		September 2026
JPMorgan - EUR	—		—		N/A	68,220		68,220		September 2026
DB - USD	700,000		429,352		March 2023	700,000		259,073		March 2023
Goldman - USD	300,000		152,589		November 2025(3)	300,000		168,231		November 2025(3)
CS Facility - USD	632,360		629,349		August 2026(4)(5)	161,609		148,720		February 2025(4)(5)
HSBC Facility - GBP	367,288		367,288		April 2025	—		—		N/A
HSBC Facility - EUR	273,406		273,406		January 2026(5)	167,756		162,937		July 2022
Barclays - USD	200,000		172,693		June 2026(4)(5)	200,000		32,693		March 2024
Santander - EUR	56,614		50,537		August 2024	—		—		N/A
Total Secured Credit Facilities	4,029,668		3,378,174			3,029,365		2,256,646
Barclays Private Securitization - GBP, EUR, SEK	1,815,687		1,815,687		February 2026(5)	1,902,684		1,902,684		August 2024(5)
Total Secured Debt Arrangements	5,845,355		5,193,861			4,932,049		4,159,330
Less: deferred financing costs	N/A		(10,024)			N/A		(9,062)
Total Secured Debt Arrangements, net(6)(7)(8)	$	5,845,355	$	5,183,837		$	4,932,049	$	4,150,268

———————

(1)As of June 30, 2022, GBP, EUR, and Swedish Krona ("SEK") borrowings were converted to USD at a rate of 1.22, 1.05, and 0.10, respectively. As of December 31, 2021, GBP, EUR and SEK borrowings were converted to USD at a rate of 1.35, 1.14 and 0.11, respectively.

(2)Maturity date assumes extensions at our option are exercised with consent of financing providers, where applicable.

(3)Assumes facility enters the amortization period described below.

(4)Assumes financings are extended in line with the underlying loans.

(5)Represents weighted average maturity across various financings with the counterparty. See below for additional details.

(6)Weighted-average borrowing costs as of June 30, 2022 and December 31, 2021 were applicable benchmark rates and credit spread adjustments, plus spreads of USD: +2.11% / GBP: +1.84% / EUR: +1.52% / SEK: +1.50% and USD: +2.00% / GBP: +1.86% / EUR: +1.42%/ SEK: +1.50%, respectively.

(7)Weighted average advance rates based on cost as of June 30, 2022 and December 31, 2021 were 71.9% (68.0% (USD) / 76.6% (GBP) / 74.9% (EUR) / 80.6% (SEK)) and 69.8% (67.1% (USD) / 72.7% (GBP) / 68.9% (EUR) / 80.7% (SEK)), respectively.

(8)As of June 30, 2022 and December 31, 2021, approximately 58% and 50% of the outstanding balance under these secured borrowings were recourse to us.

Each of our existing secured credit facilities include "credit based and other mark-to-market" features. "Credit mark-to-market" provisions in repurchase facilities are designed to keep the lenders' credit exposure generally constant as a percentage of the underlying collateral value of the assets pledged as security to them. If the credit of the underlying collateral value decreases, the amount of leverage available to us will be reduced as our assets are marked-to-market, which would reduce our liquidity. Generally, the lender under the applicable secured debt arrangement calls for and/or sets the valuation and any revaluation of the collateral assets in its sole, good faith discretion. If it is determined (subject to certain conditions) that the market value of the underlying collateral has decreased by more than a defined minimum amount, the lender may require us to provide additional collateral or may make margin calls, which may require us to repay all or a portion of the funds advanced. We closely monitor our liquidity and intend to maintain sufficient liquidity on our condensed consolidated balance sheet in order to meet any margin calls in the event of any significant decreases in asset values. As of June 30, 2022 and December 31, 2021, the weighted average haircut under our secured debt arrangements was approximately 28.1% and 30.2%, respectively. In addition, our existing secured debt arrangements are not entirely term-matched financings and may mature before our commercial real estate debt investments that represent underlying collateral to those financings. We are in frequent dialogue with the lenders under our secured debt arrangements regarding our management of their collateral assets and as we negotiate renewals and extensions of these liabilities, we may experience lower advance rates and higher pricing under the renewed or extended agreements.

JPMorgan Facility

In November 2019, through wholly-owned subsidiaries, we entered into a Sixth Amended and Restated Master Repurchase Agreement with JPMorgan Chase Bank, National Association (the "JPMorgan Facility"). During the third quarter of 2021, we amended the JPMorgan Facility to allow for $1.5 billion of maximum borrowings and maturity in September 2024, plus two one-year extensions available at our option, which are subject to certain conditions. The JPMorgan Facility enables us to elect to receive advances in USD, GBP, or EUR. Margin calls may occur any time at specified aggregate margin deficit thresholds.

As of June 30, 2022, we had $1.3 billion, including £64.2 million ($78.2 million assuming conversion into USD) of borrowings outstanding under the JPMorgan Facility secured by certain of our commercial mortgage loans.

DB Facility

In January 2022, through an indirect wholly-owned subsidiary, we entered into a Fourth Amended and Restated Master Repurchase Agreement with Deutsche Bank AG, Cayman Islands Branch, London Branch (the "DB Facility"). The DB Facility allows for $700.0 million in maximum borrowings ($429.4 million drawn at June 30, 2022) for the sale and repurchase of eligible first mortgage loans secured by commercial or residential-for-rent properties, located in the United States, United Kingdom and the European Union, and enables us to elect to receive advances in USD, GBP, or EUR. In March 2022, we exercised our second extension option and extended maturity to March 2023. Margin calls may occur any time at specified aggregate margin deficit thresholds.

As of June 30, 2022, we had $429.4 million of borrowings outstanding under the DB 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"). During the fourth quarter of 2021, we amended the Goldman Facility to reduce the maximum borrowings from $500.0 million to $300.0 million and extended maturity to November 2023. In addition, the Goldman Facility contains a two-year amortization period subsequent to the November 2023 maturity, which allows for the refinancing or pay down of assets under the facility. Margin calls may occur any time at specified margin deficit thresholds.

As of June 30, 2022, we had $152.6 million of borrowings outstanding under the Goldman Facility secured by certain of our commercial mortgage loans.

CS Facility

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"), which provides for advances for the sale and repurchase of eligible commercial mortgage loans secured by real estate. The CS Facility has an "evergreen" feature such that the facility continues unless terminated at any time by Credit Suisse with six months' notice. Margin calls may occur any time at specified aggregate margin deficit thresholds.

As of June 30, 2022, we had $629.3 million of borrowings outstanding under the CS Facility secured by certain of our commercial mortgage loans.

HSBC Facility

In July 2019, through an indirect wholly-owned subsidiary, we entered into a secured credit facility with HSBC Bank plc, which provides for asset specific financing (the "HSBC Facility"). The weighted-average fully-extended maturity for the assets financed under the HSBC Facility is August 2025 (January 2026 for EUR portion and April 2025 for GBP portion). Margin calls may occur any time at specified aggregate margin deficit thresholds.

As of June 30, 2022, we had £301.6 million and €260.8 million ($640.7 million assuming conversion into USD) of borrowings outstanding under the HSBC Facility secured by certain of our commercial mortgage loans.

Barclays Facility

In March 2020, through an indirect wholly-owned subsidiary, we entered into a secured credit facility pursuant to a Master Repurchase Agreement with Barclays Bank plc (the "Barclays Facility"). The Barclays Facility allows for $200.0 million of maximum borrowings. The weighted-average fully-extended maturity for the assets financed under the Barclays Facility is June 2026. Margin calls may occur any time at specified aggregate margin deficit thresholds.

As of June 30, 2022, we had $172.7 million of borrowings outstanding under the Barclays Facility secured by certain of our commercial mortgage loans.

Santander Facility

In March 2022, through an indirect wholly-owned subsidiary, we entered into a secured credit facility with Santander Bank, which provides for a single asset financing (the "Santander Facility"). The Santander Facility allows for €54.0 million ($56.6 million assuming conversion to USD) of maximum borrowings and initially matures in August 2024. Margin calls may occur any time at specified aggregate margin deficit thresholds.

As of June 30, 2022, we had €48.2 million ($50.5 million assuming conversion into USD) of borrowings outstanding under the Santander Facility secured by one commercial mortgage loan.

Barclays Private Securitization

In June 2020, through a newly formed entity, we entered into a private securitization with Barclays Bank plc, of which Barclays Bank plc retained $782.0 million of senior notes (the "Barclays Private Securitization"). The Barclays Private Securitization finances the loans that were previously financed under a Global Master Repurchase Agreement with Barclays Bank plc (the "Barclays Facility - GBP/EUR"). Commercial mortgage loans currently financed under the Barclays Securitization are denominated in GBP, EUR and SEK.

The table below provides principal balances and the carrying value for commercial mortgage loans pledged to the Barclays Private Securitization as of June 30, 2022 and December 31, 2021 ($ in thousands):

	June 30, 2022
Local Currency	Count	Outstanding Principal		Carrying Value
GBP	7	$	1,505,125	$	1,485,639
EUR	4	647,913		643,462
SEK	1	253,024		250,429
Total	12	$	2,406,062	$	2,379,530

	December 31, 2021
Local Currency	Count	Outstanding Principal		Carrying Value
GBP	7	$	1,767,063	$	1,748,367
EUR	2	533,164		528,344
SEK	1	286,822		282,555
Total	10	$	2,587,049	$	2,559,266

The Barclays Private Securitization eliminates daily margining provisions and grants us significant discretion to modify certain terms of the underlying collateral including waiving certain loan-level covenant breaches and deferring or waiving of debt service payments for up to 18 months. The securitization includes LTV based covenants with significant headroom to previous levels included in the Barclays Facility - GBP/EUR. These deleveraging requirements are based on significant declines in the value of the collateral as determined by an annual third-party (engaged by us) appraisal process tied to the provisions of the underlying loan agreements. We believe this provides us with both cushion and predictability to avoid sudden unexpected outcomes and material repayment requirements.

The table below provides the borrowings outstanding (on an as converted basis) and weighted-average fully-extended maturities by currency for the assets financed under the Barclays Private Securitization as of June 30, 2022 ($ in thousands):

	Borrowings outstanding		Fully-Extended Maturity(1)
Total/Weighted-Average GBP	$	1,142,881	April 2026
Total/Weighted-Average EUR	470,387		July 2025(2)
Total/Weighted-Average SEK	202,419		May 2026
Total/Weighted-Average Securitization	$	1,815,687	February 2026

———————

(1)Assumes underlying loans extend to fully extended maturity and extensions at our option are exercised.

(2)The EUR portion of the Barclays Private Securitization has an "evergreen" feature such that the facility continues for one year and can be terminated by either party on certain dates with, depending on the date of notice, a minimum of nine to twelve months' notice.

The table below provides the borrowings outstanding (on an as converted basis) and weighted-average fully-extended maturities by currency for the assets financed under the Barclays Private Securitization as of December 31, 2021 ($ in thousands):

	Borrowings outstanding		Fully-Extended Maturity(1)
Total/Weighted-Average GBP	$	1,299,321	June 2025
Total/Weighted-Average EUR	373,904		November 2022(2)
Total/Weighted-Average SEK	229,458		November 2022
Total/Weighted-Average Securitization	$	1,902,683	August 2024

———————

(1)Assumes underlying loans extend to fully extended maturity and extensions at our option are exercised.

(2)The EUR portion of the Barclays Private Securitization has an "evergreen" feature such that the facility continues for one year and can be terminated by either party on certain dates with, depending on the date of notice, a minimum of nine to twelve months' notice.

The table below provides the assets and liabilities of the Barclays Private Securitization VIE included in our condensed consolidated balance sheet ($ in thousands):

	June 30, 2022		December 31, 2021
Assets:
Cash	$	1,231	$	3,456
Commercial mortgage loans, net(1)	2,379,530		2,559,266
Other Assets	36,085		20,765
Total Assets	$	2,416,846	$	2,583,487
Liabilities:
Secured debt arrangements, net (net of deferred financing costs of $2.3 million and $2.0 million in 2022 and 2021, respectively)	$	1,813,364	$	1,900,640
Accounts payable, accrued expenses and other liabilities(2)	4,760		2,671
Total Liabilities	$	1,818,124	$	1,903,311

———————

(1)Net of the General CECL Allowance of $6.7 million and $11.8 million as of June 30, 2022 and December 31, 2021, respectively.

(2)Includes General CECL Allowance related to unfunded commitments on commercial mortgage loans, net of $1.7 million and $0.4 million as of June 30, 2022 and December 31, 2021, respectively.

The table below provides the net income of the Barclays Private Securitization VIE included in our condensed consolidated statement of operations ($ in thousands):

	Three months ended June 30,				Six months ended June 30,
	2022		2021		2022		2021
Net Interest Income:
Interest income from commercial mortgage loans	$	27,463	$	20,943	$	56,177	$	37,036
Interest expense	(10,574)		(6,396)		(20,162)		(10,986)
Net interest income	$	16,889	$	14,547	$	36,015	$	26,050
Reversal of (provision for) loan losses, net	468		(2,040)		3,809		(5,668)
Foreign currency translation gain (loss)	(41,879)		2,802		(61,508)		1,889
Net Income	$	(24,522)	$	15,309	$	(21,684)	$	22,271

As of June 30, 2022, we had £938.5 million, €448.7 million, and kr2.1 billion ($1.8 billion assuming conversion into USD) of borrowings outstanding under the Barclays Private Securitization secured by certain of our commercial mortgage loans.

At June 30, 2022, our borrowings had the following remaining maturities ($ in thousands):

	Less than 1 year		1 to 3 years		3 to 5 years		More than 5 years		Total
JPMorgan Facility	$	182,096	$	513,498	$	607,365	$	—	$	1,302,959
DB Facility	429,352		—		—		—		429,352
Goldman Facility	80,847		35,886		35,856		—		152,589
CS Facility	—		162,347		467,002		—		629,349
HSBC Facility	—		490,455		150,240		—		640,695
Barclays Facility	32,693		—		140,000		—		172,693
Santander Facility	—		50,537		—		—		50,537
Barclays Private Securitization	—		530,829		1,284,858		—		1,815,687
Total	$	724,988	$	1,783,552	$	2,685,321	$	—	$	5,193,861

The table above reflects the fully extended maturity date of the facility and assumes facilities with an "evergreen" feature continue to extend through the fully-extended maturity of the underlying asset and assumes underlying loans are extended with consent of financing providers.

The table below summarizes the outstanding balances at June 30, 2022, as well as the maximum and average month-end balances for the six months ended June 30, 2022 for our borrowings under secured debt arrangements ($ in thousands).

	As of June 30, 2022				For the six months ended June 30, 2022
	Balance		Amortized Cost of Collateral		Maximum Month-End Balance		Average Month-End Balance
JPMorgan Facility	$	1,302,960	$	2,013,513	$	1,467,343	$	1,381,513
DB Facility	429,352		633,113		432,455		391,224
Goldman Facility	152,589		250,243		164,607		158,708
CS Facility	629,349		845,782		633,143		451,734
HSBC Facility	640,694		803,321		660,004		385,236
Barclays Facility	172,693		223,618		172,693		79,359
Santander Facility	50,537		66,471		52,222		50,915
Barclays Private Securitization	1,815,687		2,386,192		1,963,837		1,862,220
Total	$	5,193,861	$	7,222,253

The table below summarizes the outstanding balances at December 31, 2021, as well as the maximum and average month-end balances for the year ended December 31, 2021 for our borrowings under secured debt arrangements ($ in thousands).

	As of December 31, 2021				For the year ended December 31, 2021
	Balance		Amortized Cost of Collateral		Maximum Month-End Balance		Average Month-End Balance
JPMorgan Facility	$	1,484,992	$	2,259,376	$	1,484,992	$	1,219,072
DB Facility	259,073		389,238		520,217		407,428
Goldman Facility	168,231		261,848		331,154		228,312
CS Facility	148,720		214,124		369,182		224,351
HSBC Facility	162,937		211,813		174,717		165,958
Barclays Facility	32,693		50,241		35,193		33,526
Barclays Private Securitization	1,902,684		2,571,067		1,902,684		1,396,411
Total	$	4,159,330	$	5,957,707

Debt Covenants

The guarantees related to our secured debt arrangements contain the following financial covenants: (i) tangible net worth must be greater than $1.25 billion plus 75% of the net cash proceeds of any equity issuance after March 31, 2017; (ii) our ratio of total indebtedness to tangible net worth cannot be greater than 3.75:1; and (iii) our liquidity cannot be less than an amount equal to the greater of 5% of total recourse indebtedness or $30.0 million. Under these covenants, our General CECL Allowance is added back to our tangible net worth calculation.

We were in compliance with the covenants under each of our secured debt arrangements at June 30, 2022 and December 31, 2021.

Senior Secured Term Loans, Net

In May 2019, we entered into a $500.0 million senior secured term loan (the "2026 Term Loan"), which matures in May 2026 and contains restrictions relating to liens, asset sales, indebtedness, and investments in non-wholly owned entities. The 2026 Term Loan bears interest at LIBOR plus 2.75% and was issued at a price of 99.5%.

In March 2021, we entered into an additional $300.0 million senior secured term loan, with substantially the same terms as the 2026 Term Loan, (the "2028 Term Loan" and, together with the 2026 Term Loan, the "Term Loans"), which matures in March 2028 and contains restrictions relating to liens, asset sales, indebtedness, and investments in non-wholly owned entities. The 2028 Term Loan bears interest at LIBOR (with a floor of 0.50%) plus 3.50% and was issued at a price of 99.0%.

The Term Loans are amortizing with repayments of 0.25% per quarter of the total committed principal. During the three and six months ended June 30, 2022 and 2021, we repaid $1.3 million and $2.5 million of principal related to the 2026 Term Loan, respectively. During the three and six months ended June 30, 2022, we repaid $0.7 million and $1.5 million of principal related to the 2028 Term Loan, respectively. During the three and six months ended June 30, 2021, we repaid $0.7 million of principal related to the 2028 Term Loan.

The following table summarizes the terms of our Term Loans as of June 30, 2022 ($ in thousands):

	Principal Amount		Unamortized Issuance Discount(1)		Deferred Financing Costs(1)		Carrying Value		Spread		Maturity Date
2026 Term Loan	$	485,000	$	(1,369)	$	(6,990)	$	476,641	2.75	%	5/15/2026
2028 Term Loan	296,250		(2,428)		(4,304)		289,518		3.50	%	3/11/2028
Total	$	781,250	$	(3,797)	$	(11,294)	$	766,159

———————

(1)     Unamortized issuance discount and deferred financing costs will be amortized to interest expense over remaining life of respective term loans.

The following table summarizes the terms of our Term Loans as of December 31, 2021 ($ in thousands):

	Principal Amount		Unamortized Issuance Discount(1)		Deferred Financing Costs(1)		Carrying Value		Spread		Maturity Date
2026 Term Loan	$	487,500	$	(1,548)	$	(7,933)	$	478,019	2.75	%	5/15/2026
2028 Term Loan	297,750		(2,643)		(4,801)		290,306		3.50	%	3/11/2028
Total	$	785,250	$	(4,191)	$	(12,734)	$	768,325

———————

(1)     Unamortized issuance discount and deferred financing costs will be amortized to interest expense over remaining life of respective term loans.

Covenants

During the fourth quarter of 2021, we modified the financial covenants of the Term Loans which included the following: (i) increased our maximum ratio of total recourse debt to tangible net worth from 3:1 to 4:1; (ii) increased our maximum ratio of total unencumbered assets to total pari-passu indebtedness from 1.25:1 to 2.50:1; and (iii) amended the definition of unencumbered asset to include the carrying value of the residual equity in the entities where we hold assets financed under repurchase obligations. In conjunction with the modifications, we incurred $5.2 million in fees, $3.9 million of which were consent fees paid to borrowers recorded as deferred financing costs and $1.3 million of arrangement fees paid to the Term Loan arranger recorded as general and administrative expenses.

We were in compliance with the covenants under the Term Loans at June 30, 2022 and December 31, 2021.

Interest Rate Cap

During the second quarter of 2020, we entered into a three-year interest rate cap to cap LIBOR at 0.75%. This effectively limits the maximum all-in coupon on our 2026 Term Loan to 3.50%. In connection with the interest rate cap, we incurred upfront fees of $1.1 million for the year ended December 31, 2020, which we recorded as a deferred financing cost on our consolidated balance sheet. The deferred financing cost is being amortized over the duration of the interest rate cap with respective amortization recognized as part of interest expense in our condensed consolidated statement of operations.

During the three and six months ended June 30, 2022, LIBOR exceeded the cap rate of 0.75%. As such, during the three and six months ended June 30, 2022, we recognized income from the interest rate cap in the amount of $0.2 million which is offsetting interest expense in our condensed consolidated statement of operations. There was no such contra-expense recorded during the three and six months ended June 30, 2021.

Senior Secured Notes, Net

In June 2021, we issued $500.0 million of 4.625% Senior Secured Notes due 2029 (the "2029 Notes"), for which we received net proceeds of $495.0 million, after offering expenses. The 2029 Notes will mature on June 15, 2029, unless earlier repurchased or redeemed. The 2029 Notes are secured by a first-priority lien, and rank pari passu in right of payment with all of our existing and future first lien obligations, including indebtedness under the Term Loans. The 2029 Notes were issued at par and contain covenants relating to liens, indebtedness, and investments in non-wholly owned entities. The 2029 Notes had a carrying value of $494.4 million and $494.1 million, net of deferred financing costs of $5.6 million and $5.9 million, as of June 30, 2022 and December 31, 2021, respectively.

Covenants

The 2029 Notes include certain covenants including a requirement that we maintain a ratio of total unencumbered assets to total pari-passu indebtedness of at least 1.20:1. As of June 30, 2022 and December 31, 2021, we were in compliance with all covenants.

Participations Sold

Participations sold represents the subordinate interests in loans we originated and subsequently partially sold. We account for participations sold as secured borrowings on our condensed consolidated balance sheet with both assets and non-recourse liabilities because the participations do not qualify as a sale under ASC 860, "Transfers and Servicing." The income earned on the participations sold is recorded as interest income and an identical amount is recorded as interest expense in our condensed consolidated statements of operations.

In October 2020, we sold a $25.0 million interest, at par, in a mezzanine loan collateralized by a ground-up condominium development in New York City that we originated in December 2017. The participation interest sold accrued payment-in-kind interest, was accounted for as a secured borrowing on our condensed consolidated balance sheet, and was subordinate to our remaining mezzanine loan. The mezzanine loan was repaid at par in June 2021, and therefore, we de-recognized the related participating interest of $27.7 million, which included $2.7 million in payment-in-kind interest.

In December 2020, we sold a £6.7 million ($8.9 million assuming conversion into USD) interest, at par, in a first mortgage loan collateralized by an office building located in London, United Kingdom that was originated by us in December 2017. In connection with this sale, we transferred our remaining unfunded commitment of £19.1 million ($25.3 million assuming conversion into USD). The participation interest sold is subordinate to our remaining £70.7 million ($86.1 million assuming conversion into USD) first mortgage loan and is accounted for as a secured borrowing on our condensed consolidated balance sheet.

During the six months ended June 30, 2022, the participation sold on commercial mortgage loans balance decreased by $2.7 million due to unrealized loss on foreign currency translation.

The table below details participations sold included in our condensed consolidated balance sheet ($ in thousands):

	June 30, 2022		December 31, 2021
Participation sold on commercial mortgage loans	$	24,356	$	27,064
Total participations sold	$	24,356	$	27,064