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v3.23.3

Debt Obligations (Tables) | 9 Months Ended
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Sep. 30, 2023
Debt Disclosure [Abstract] |
Summary of Borrowings | Borrowings under our credit and repurchase facilities are as follows ($ in thousands):
|  |  |  |  |  |  | September 30, 2023 |  | December 31, 2022
| 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 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
$2.5B joint repurchase facility (2) | Jul. 2025 |  | Jul. 2026 |  | V |  | $ | 923,599 |  |  | $ | 1,438,971 |  |  | 7.72 | % |  | $ | 1,516,657 |  |  | $ | 2,099,447 |
$1B repurchase facility (2) | Aug. 2025 |  | Aug. 2026 |  | V |  | 418,206 |  |  | 621,759 |  |  | 7.58 | % |  | 498,666 |  |  | 703,740 |
$500M repurchase facility | (5) |  | N/A |  | V |  | 374,072 |  |  | 505,139 |  |  | 8.34 | % |  | 154,653 |  |  | 188,563 |
$499M repurchase facility (2)(3) | Oct. 2023 (6) |  | N/A |  | V |  | 343,726 |  |  | 491,190 |  |  | 7.67 | % |  | 351,056 |  |  | 504,506 |
$450M repurchase facility | Mar. 2024 |  | Mar. 2026 |  | V |  | 328,650 |  |  | 452,318 |  |  | 7.50 | % |  | 344,237 |  |  | 450,736 |
$450M repurchase facility | Jan. 2024 |  | Oct. 2024 |  | V |  | 93,410 |  |  | 120,947 |  |  | 7.01 | % |  | 186,639 |  |  | 239,678 |
$250M credit facility | July 2024 |  | N/A |  | V |  | 18,438 |  |  | 23,088 |  |  | 7.28 | % |  | 33,221 |  |  | 43,238 |
$225M credit facility | Jan. 2024 |  | Jan. 2025 |  | V |  | 94,913 |  |  | 148,041 |  |  | 7.97 | % |  | 47,398 |  |  | 81,119 |
$200M repurchase facility | Mar. 2025 |  | Mar. 2026 |  | V |  | 73,751 |  |  | 105,076 |  |  | 7.97 | % |  | 32,494 |  |  | 47,750 |
$200M repurchase facility | Jan. 2024 |  | Jan. 2025 |  | V |  | 115,748 |  |  | 151,890 |  |  | 7.36 | % |  | 154,516 |  |  | 200,099 |
$174M loan specific credit facilities | Oct. 2023 (6) to Aug. 2025 |  | Aug. 2025 to Aug. 2027 |  | V/F |  | 173,862 |  |  | 251,049 |  |  | 7.45 | % |  | 156,107 |  |  | 225,805 |
$50M credit facility | Apr. 2024 |  | Apr. 2025 |  | V |  | 29,200 |  |  | 36,500 |  |  | 7.51 | % |  | 29,194 |  |  | 36,500 |
$40M credit facility | Apr. 2026 |  | Apr. 2027 |  | V |  | — |  |  | — |  |  | — |  |  | — |  |  | — |
$35M working capital facility | Apr. 2024 |  | N/A |  | V |  | — |  |  | — |  |  | — |  |  | — |  |  | — |
$25M credit facility | Oct. 2024 |  | N/A |  | V |  | 18,248 |  |  | 24,625 |  |  | 8.02 | % |  | 18,701 |  |  | 24,572 |
Repurchase facility - securities (2)(4) | N/A |  | N/A |  | V |  | 31,032 |  |  | — |  |  | 7.11 | % |  | 12,832 |  |  | — |
Structured Business total |  |  |  |  |  |  | $ | 3,036,855 |  |  | $ | 4,370,593 |  |  | 7.70 | % |  | $ | 3,536,371 |  |  | $ | 4,845,753 |
Agency Business |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
$750M ASAP agreement | N/A |  | N/A |  | V |  | $ | 54,618 |  |  | $ | 55,220 |  |  | 6.46 | % |  | $ | 29,476 |  |  | $ | 30,291 |
$500M joint repurchase facility (2) | Jul. 2025 |  | Jul. 2026 |  | V |  | 7,701 |  |  | 11,350 |  |  | 7.74 | % |  | 104,629 |  |  | 135,641 |
$500M repurchase facility | Nov. 2023 |  | N/A |  | V |  | 144,818 |  |  | 145,618 |  |  | 6.69 | % |  | 66,778 |  |  | 66,866 |
$200M credit facility | Mar. 2024 |  | N/A |  | V |  | 143,654 |  |  | 144,168 |  |  | 6.71 | % |  | 31,475 |  |  | 33,177 |
$100M credit facility | July 2024 |  | N/A |  | V |  | — |  |  | — |  |  | — |  |  | 57,887 |  |  | 57,974 |
$50M credit facility | Sept. 2024 |  | N/A |  | V |  | 3,264 |  |  | 3,264 |  |  | 6.66 | % |  | 14,664 |  |  | 14,671 |
$1M repurchase facility (2)(3) | Oct. 2023 (6) |  | N/A |  | V |  | 531 |  |  | 880 |  |  | 7.67 | % |  | 534 |  |  | 920 |
Agency Business total |  |  |  |  |  |  | $ | 354,586 |  |  | $ | 360,500 |  |  | 6.69 | % |  | $ | 305,443 |  |  | $ | 339,540 |
Consolidated total |  |  |  |  |  |  | $ | 3,391,441 |  |  | $ | 4,731,093 |  |  | 7.59 | % |  | $ | 3,841,814 |  |  | $ | 5,185,293 |
________________________ V = Variable Note Rate; F = Fixed Note Rate (1)At September 30, 2023 and December 31, 2022, debt carrying value for the Structured Business was net of unamortized deferred finance costs of $6.6 million and $13.3 million, respectively, and for the Agency Business was net of unamortized deferred finance costs of $0.5 million and $0.9 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)At September 30, 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 $44.4 million. At December 31, 2022, this facility was collateralized by B Piece bonds with a carrying value of $33.1 million. (5)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. (6)These credit facilities, with a total committed amount of $514.5 million, mature on October 30, 2023 and we are currently in negotiations with these lenders to amend these facilities and extend the maturity. Borrowings and the corresponding collateral under our securitized debt transactions are as follows ($ in thousands):
|  | Debt |  | Collateral (3)
|  |  |  |  |  |  |  | Loans |  | Cash
September 30, 2023 |  | Face Value |  | Carrying Value (1) |  | Wtd. Avg. Rate (2) |  | UPB |  | Carrying Value |  | Restricted Cash (4)
CLO 19 |  | $ | 872,812 |  |  | $ | 867,904 |  |  | 7.77 | % |  | $ | 1,014,554 |  |  | $ | 1,010,753 |  |  | $ | 4,527 |
CLO 18 |  | 1,652,812 |  |  | 1,647,326 |  |  | 7.22 | % |  | 1,908,793 |  |  | 1,903,837 |  |  | 20,983 |
CLO 17 |  | 1,714,125 |  |  | 1,709,255 |  |  | 7.10 | % |  | 1,901,897 |  |  | 1,896,347 |  |  | 149,206 |
CLO 16 |  | 1,237,500 |  |  | 1,233,286 |  |  | 6.73 | % |  | 1,343,886 |  |  | 1,340,303 |  |  | 91,434 |
CLO 15 |  | 674,412 |  |  | 672,897 |  |  | 6.78 | % |  | 770,602 |  |  | 768,436 |  |  | 19,714 |
CLO 14 (5) |  | 655,475 |  |  | 653,876 |  |  | 6.74 | % |  | 756,030 |  |  | 754,189 |  |  | 13,920 |
Total CLOs |  | 6,807,136 |  |  | 6,784,544 |  |  | 7.08 | % |  | 7,695,762 |  |  | 7,673,865 |  |  | 299,784 |
Q Series securitization |  | 222,066 |  |  | 220,090 |  |  | 7.31 | % |  | 296,088 |  |  | 294,876 |  |  | — |
Total securitized debt |  | $ | 7,029,202 |  |  | $ | 7,004,634 |  |  | 7.09 | % |  | $ | 7,991,850 |  |  | $ | 7,968,741 |  |  | $ | 299,784 |
December 31, 2022 |  |  |  |  |  |  |  |  |  |  |  |
CLO 19 |  | $ | 872,812 |  |  | $ | 866,605 |  |  | 6.75 | % |  | $ | 952,268 |  |  | $ | 947,336 |  |  | $ | 64,300 |
CLO 18 |  | 1,652,812 |  |  | 1,645,711 |  |  | 6.19 | % |  | 1,899,174 |  |  | 1,891,215 |  |  | 85,970 |
CLO 17 |  | 1,714,125 |  |  | 1,707,676 |  |  | 6.16 | % |  | 1,911,866 |  |  | 1,904,732 |  |  | 145,726 |
CLO 16 |  | 1,237,500 |  |  | 1,231,887 |  |  | 5.79 | % |  | 1,307,244 |  |  | 1,301,794 |  |  | 106,495 |
CLO 15 |  | 674,412 |  |  | 671,532 |  |  | 5.84 | % |  | 797,755 |  |  | 795,078 |  |  | 2,861 |
CLO 14 |  | 655,475 |  |  | 652,617 |  |  | 5.80 | % |  | 732,247 |  |  | 730,057 |  |  | 37,090 |
CLO 13 |  | 462,769 |  |  | 461,005 |  |  | 6.03 | % |  | 552,182 |  |  | 550,924 |  |  | 37,875 |
CLO 12 |  | 379,283 |  |  | 378,331 |  |  | 6.09 | % |  | 466,474 |  |  | 465,003 |  |  | 500 |
Total CLOs |  | 7,649,188 |  |  | 7,615,364 |  |  | 6.10 | % |  | 8,619,210 |  |  | 8,586,139 |  |  | 480,817 |
Q Series securitization |  | 236,878 |  |  | 233,906 |  |  | 6.30 | % |  | 315,837 |  |  | 313,965 |  |  | — |
Total securitized debt |  | $ | 7,886,066 |  |  | $ | 7,849,270 |  |  | 6.11 | % |  | $ | 8,935,047 |  |  | $ | 8,900,104 |  |  | $ | 480,817 |
________________________ (1)Debt carrying value is net of $24.6 million and $36.8 million of deferred financing fees at September 30, 2023 and December 31, 2022, respectively. (2)At September 30, 2023 and December 31, 2022, the aggregate weighted average note rate for our securitized debt, including certain fees and costs, was 7.34% and 6.32%, respectively. (3)At September 30, 2023, four loans with an aggregate UPB of $89.8 million were deemed a "credit risk" as defined by the collateralized loan obligations ("CLO") indentures. At December 31, 2022, there was no collateral 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 $108.5 million and $230.0 million at September 30, 2023 and December 31, 2022, respectively. (5)The replenishment period of CLO 14 ended in September 2023.
Summary of Senior Unsecured Notes | A summary of our senior unsecured notes is as follows ($ in thousands):
Senior Unsecured Notes |  | Issuance Date |  |  |  | September 30, 2023 |  | December 31, 2022
|  | Maturity |  | UPB |  | Carrying Value (1) |  | Wtd. Avg. Rate (2) |  | UPB |  | Carrying Value (1) |  | Wtd. Avg. Rate (2)
7.75% Notes (3) |  | Mar. 2023 |  | Mar. 2026 |  | $ | 95,000 |  |  | $ | 93,552 |  |  | 7.75 | % |  | $ | — |  |  | $ | — |  |  | — |
8.50% Notes (3) |  | Oct. 2022 |  | Oct. 2027 |  | 150,000 |  |  | 147,904 |  |  | 8.50 | % |  | 150,000 |  |  | 147,519 |  |  | 8.50 | %
5.00% Notes (3) |  | Dec. 2021 |  | Dec. 2028 |  | 180,000 |  |  | 177,769 |  |  | 5.00 | % |  | 180,000 |  |  | 177,450 |  |  | 5.00 | %
4.50% Notes (3) |  | Aug. 2021 |  | Sept. 2026 |  | 270,000 |  |  | 267,555 |  |  | 4.50 | % |  | 270,000 |  |  | 266,926 |  |  | 4.50 | %
5.00% Notes (3) |  | Apr. 2021 |  | Apr. 2026 |  | 175,000 |  |  | 173,386 |  |  | 5.00 | % |  | 175,000 |  |  | 172,917 |  |  | 5.00 | %
4.50% Notes (3) |  | Mar. 2020 |  | Mar. 2027 |  | 275,000 |  |  | 273,322 |  |  | 4.50 | % |  | 275,000 |  |  | 272,960 |  |  | 4.50 | %
4.75% Notes (4) |  | Oct. 2019 |  | Oct. 2024 |  | 110,000 |  |  | 109,633 |  |  | 4.75 | % |  | 110,000 |  |  | 109,369 |  |  | 4.75 | %
5.75% Notes (4) |  | Mar. 2019 |  | Apr. 2024 |  | 90,000 |  |  | 89,805 |  |  | 5.75 | % |  | 90,000 |  |  | 89,514 |  |  | 5.75 | %
8.00% Notes (3) |  | Apr. 2020 |  | Apr. 2023 |  | — |  |  | — |  |  | — |  |  | 70,750 |  |  | 70,613 |  |  | 8.00 | %
5.625% Notes (4) |  | Mar. 2018 |  | May 2023 |  | — |  |  | — |  |  | — |  |  | 78,850 |  |  | 78,726 |  |  | 5.63 | %
|  |  |  |  |  | $ | 1,345,000 |  |  | $ | 1,332,926 |  |  | 5.41 | % |  | $ | 1,399,600 |  |  | $ | 1,385,994 |  |  | 5.40 | %
________________________ (1)At September 30, 2023 and December 31, 2022, the carrying value is net of deferred financing fees of $12.1 million and $13.6 million, respectively. (2)At September 30, 2023 and December 31, 2022, the aggregate weighted average note rate, including certain fees and costs, was 5.70% and 5.69%, 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. (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.
Summary of UPB and Net Carrying Value of Convertible Notes | The UPB and net carrying value of our convertible notes are as follows (in thousands):
Period |  | UPB |  | Unamortized Deferred Financing Fees |  | Net Carrying Value
September 30, 2023 |  | $ | 287,500 |  |  | $ | 5,072 |  |  | $ | 282,428 |
December 31, 2022 |  | $ | 287,500 |  |  | $ | 7,144 |  |  | $ | 280,356 |
Summary of CLO Compliance Tests | Our CLO compliance tests as of the most recent determination dates in October 2023 are as follows:
Cash Flow Triggers |  | CLO 14 |  | CLO 15 |  | CLO 16 |  | CLO 17 |  | CLO 18 |  | CLO 19
Overcollateralization (1) |  |  |  |  |  |  |  |  |  |  |  |
Current |  | 119.76 | % |  | 120.85 | % |  | 121.21 | % |  | 122.51 | % |  | 124.03 | % |  | 120.30 | %
Limit |  | 118.76 | % |  | 119.85 | % |  | 120.21 | % |  | 121.51 | % |  | 123.03 | % |  | 119.30 | %
Pass / Fail |  | Pass |  | Pass |  | Pass |  | Pass |  | Pass |  | Pass
Interest Coverage (2) |  |  |  |  |  |  |  |  |  |  |  |
Current |  | 153.74 | % |  | 151.78 | % |  | 148.88 | % |  | 143.35 | % |  | 148.56 | % |  | 132.54 | %
Limit |  | 120.00 | % |  | 120.00 | % |  | 120.00 | % |  | 120.00 | % |  | 120.00 | % |  | 120.00 | %
Pass / Fail |  | Pass |  | Pass |  | Pass |  | Pass |  | Pass |  | 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.
Summary of CLO Overcollateralization Ratios | 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
October 2023 |  | 119.76 | % |  | 120.85 | % |  | 121.21 | % |  | 122.51 | % |  | 124.03 | % |  | 120.30 | %
July 2023 |  | 119.76 | % |  | 120.85 | % |  | 121.21 | % |  | 122.51 | % |  | 124.03 | % |  | 120.30 | %
April 2023 |  | 119.76 | % |  | 120.85 | % |  | 121.21 | % |  | 122.51 | % |  | 124.03 | % |  | 120.30 | %
January 2023 |  | 119.76 | % |  | 120.85 | % |  | 121.21 | % |  | 122.51 | % |  | 124.03 | % |  | 120.30 | %
October 2022 |  | 119.76 | % |  | 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.

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