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DEBT OBLIGATIONS, NET

3 Months Ended

Mar. 31, 2020

7. DEBT OBLIGATIONS, NET

The details of the Company’s debt obligations at March 31, 2020 and December 31, 2019 are as follows ($ in thousands):

March 31, 2020



Debt Obligations	Committed Financing		Debt Obligations Outstanding			Committed but Unfunded		Interest Rate at March 31, 2020(1)	Current Term Maturity	Remaining Extension Options	Eligible Collateral	Carrying Amount of Collateral		Fair Value of Collateral

Committed Loan Repurchase Facility(2)	$	500,000	$	191,031		$	308,969	2.20% - 2.70%	12/19/2022	(3)	(4)	$	295,557	$	295,839
Committed Loan Repurchase Facility	250,000		—			250,000		0.00% - 0.00%	2/26/2021	(5)	(6)	—		—
Committed Loan Repurchase Facility	300,000		149,044			150,956		2.46% - 3.83%	12/19/2020	(7)	(8)	231,701		231,701
Committed Loan Repurchase Facility	300,000		139,394			160,606		2.51% - 2.81%	11/6/2022	(9)	(4)	204,671		204,859
Committed Loan Repurchase Facility	100,000		34,599			65,401		2.83% - 2.93%	12/31/2022	(10)	(4)	56,952		57,088
Committed Loan Repurchase Facility	100,000		22,950			77,050		2.92% - 4.48%	12/24/2020	(11)	(12)	30,600		30,600
Total Committed Loan Repurchase Facilities	1,550,000		537,018			1,012,982						819,481		820,087
Committed Securities Repurchase Facility(2)	708,969		477,734			231,235		1.50% - 3.21%	12/23/2021	N/A	(13)	622,653		622,653
Uncommitted Securities Repurchase Facility	N/A (13)		712,048			N/A (14)		1.32% - 3.75%	4/2020 - 6/2020	N/A	(13)	799,466		799,466		(15)
Total Repurchase Facilities	1,950,000		1,726,800			1,244,217						2,241,600		2,242,206
Revolving Credit Facility	266,430		266,430			—		3.80% - 5.25%	2/11/2021	(16)	N/A (17)	N/A (17)		N/A (17)
Mortgage Loan Financing	806,153		806,153			—		3.75% - 6.75%	2020 - 2030(18)	N/A	(19)	967,842		1,171,170		(20)
Borrowings from the FHLB	1,945,795		1,007,581			938,214		NA	2020 - 2024	N/A	(21)	1,454,039		1,458,494		(22)
Senior Unsecured Notes	1,891,897		1,874,056		(23)	—		0.54% - 2.95%	2021 - 2025	N/A	N/A (24)	N/A (24)		N/A (24)
Total Debt Obligations, Net	$	6,860,275	$	5,681,020		$	2,182,431					$	4,663,481	$	4,871,870


(1)	March 2020 LIBOR rates are used to calculate interest rates for floating rate debt.


(2)	The combined committed amounts for the loan repurchase facility and the securities repurchase facility total $900.0 million, with maximum capacity on the loan repurchase facility of $500.0 million, and maximum capacity on the securities repurchase facility of $900.0 million less outstanding commitments on the loan repurchase facility.


(3)	Two additional 12-month periods at Company’s option. No new advances are permitted after the initial maturity date.


(4)	First mortgage commercial real estate loans and senior and pari passu interests therein. It does not include the real estate collateralizing such loans.


(5)	Three additional 12-month periods at Company’s option.


(6)	First mortgage commercial real estate loans. It does not include the real estate collateralizing such loans.


(7)	Three additional 364-day periods.


(8)	First mortgage and mezzanine commercial real estate loans and senior and pari passu interests therein. It does not include the real estate collateralizing such loans.


(9)	One additional 12-month extension period and two additional 6-month extension periods at Company’s option.


(10)	Two additional 12-month extension periods at Company’s option. No new advances are permitted after the initial maturity date.


(11)	The Company may extend periodically with lender’s consent. At no time can the maturity of the facility exceed 364 days from the date of determination.


(12)	First mortgage, junior and mezzanine commercial real estate loans, and certain senior and/or pari passu interests therein.


(13)	Commercial real estate securities. It does not include the real estate collateralizing such securities.


(14)	Represents uncommitted securities repurchase facilities for which there is no committed amount subject to future advances.


(15)	Includes $2.2 million of restricted securities under the risk retention rules of Dodd-Frank Act. These securities are accounted for as held-to-maturity and recorded at amortized cost basis.


(16)	Four additional 12-month periods at Company’s option.


(17)	The obligations under the Revolving Credit Facility are guaranteed by the Company and certain of its subsidiaries and secured by equity pledges in certain Company subsidiaries.


(18)	Anticipated repayment dates.


(19)	Certain of our real estate investments serve as collateral for our mortgage loan financing.


(20)	Using undepreciated carrying value of commercial real estate to approximate fair value.


(21)	First mortgage commercial real estate loans and investment grade commercial real estate securities. It does not include the real estate collateralizing such loans and securities.


(22)	Includes $9.9 million of restricted securities under the risk retention rules of Dodd-Frank Act. These securities are accounted for as held-to-maturity and recorded at amortized cost basis.


(23)	Presented net of unamortized debt issuance costs of $17.8 million at March 31, 2020.


(24)	The obligations under the senior unsecured notes are guaranteed by the Company and certain of its subsidiaries.

December 31, 2019



Debt Obligations	Committed Financing		Debt Obligations Outstanding			Committed but Unfunded		Interest Rate at December 31, 2019(1)	Current Term Maturity	Remaining Extension Options	Eligible Collateral	Carrying Amount of Collateral		Fair Value of Collateral

Committed Loan Repurchase Facility	$	600,000	$	183,828		$	416,172	3.24% - 3.74%	12/19/2022	(2)	(3)	$	287,974	$	288,210
Committed Loan Repurchase Facility	350,000		70,697			279,303		3.71% - 3.81%	5/24/2020	(4)	(5)	101,590		103,868
Committed Loan Repurchase Facility	300,000		248,182			51,818		3.49% - 3.74%	12/19/2020	(6)	(7)	382,778		382,778
Committed Loan Repurchase Facility	300,000		98,678			201,322		3.50% - 3.75%	11/6/2022	(8)	(3)	175,000		175,270
Committed Loan Repurchase Facility	100,000		9,952			90,048		3.96% - 3.99%	1/3/2023	(9)	(3)	75,628		75,813
Committed Loan Repurchase Facility	100,000		90,927			9,073		3.74% - 3.80%	12/24/2020	(10)	(11)	126,311		126,311
Total Committed Loan Repurchase Facilities	1,750,000		702,264			1,047,736						1,149,281		1,152,250
Committed Securities Repurchase Facility	400,000		42,751			357,249		2.50% - 2.56%	12/23/2021	N/A	(12)	52,691		52,691
Uncommitted Securities Repurchase Facility	N/A (12)		1,070,919			N/A (13)		2.17% - 3.54%	1/2020 - 3/2020	N/A	(12)	1,188,440		1,188,440		(14)
Total Repurchase Facilities	2,150,000		1,815,934			1,404,985						2,390,412		2,393,381
Revolving Credit Facility	266,430		—			266,430		NA	2/11/2020	(15)	N/A (16)	N/A (16)		N/A (16)
Mortgage Loan Financing	812,606		812,606			—		3.75% - 6.75%	2020 - 2029(17)	N/A	(18)	988,857		1,192,106		(19)
Borrowings from the FHLB	1,945,795		1,073,500			872,295		1.47% - 2.95%	2020 - 2024	N/A	(20)	1,107,188		1,113,811		(21)
Senior Unsecured Notes	1,166,201		1,157,833		(22)	—		5.250% - 5.875%	2021 - 2025	N/A	N/A (23)	N/A (23)		N/A (23)
Total Debt Obligations	$	6,341,032	$	4,859,873		$	2,543,710					$	4,486,457	$	4,699,298


(1)	December 31, 2019 LIBOR rates are used to calculate interest rates for floating rate debt.


(2)	Two additional 12-month periods at Company’s option. No new advances are permitted after the initial maturity date.


(3)	First mortgage commercial real estate loans and senior and pari passu interests therein. It does not include the real estate collateralizing such loans.


(4)	One additional 12-month period at Company’s option.


(5)	First mortgage commercial real estate loans. It does not include the real estate collateralizing such loans.


(6)	Three additional 364-day periods.


(7)	First mortgage and mezzanine commercial real estate loans and senior pari passu interests therein. It does not include the real estate collateralizing such loans.


(8)	One additional 12-month extension period and two additional 6-month extension periods at Company’s option.


(9)	Two additional 12-month extension periods at Company’s option. No new advances are permitted after the initial maturity date.


(10)	The Company may extend periodically with lender’s consent. At no time can the maturity of the facility exceed 364 days from the date of determination.


(11)	First mortgage, junior and mezzanine commercial real estate loans, and certain senior and/or pari passu interests therein.


(12)	Commercial real estate securities. It does not include the real estate collateralizing such securities.


(13)	Represents uncommitted securities repurchase facilities for which there is no committed amount subject to future advances.


(14)	Includes $2.2 million of restricted securities under the risk retention rules of Dodd-Frank Act. These securities are accounted for as held-to-maturity and recorded at amortized cost basis.


(15)	Four additional 12-month periods at Company’s option.


(16)	The obligations under the Revolving Credit Facility are guaranteed by the Company and certain of its subsidiaries and secured by equity pledges in certain Company subsidiaries.


(17)	Anticipated repayment dates.


(18)	Certain of our real estate investments serve as collateral for our mortgage loan financing.


(19)	Using undepreciated carrying value of commercial real estate to approximate fair value.


(20)	First mortgage commercial real estate loans and pari passu interests therein. It does not include the real estate collateralizing such loans.


(21)	First mortgage commercial real estate loans and investment grade commercial real estate securities. It does not include the real estate collateralizing such loans and securities.


(22)	Includes $9.9 million of restricted securities under the risk retention rules of Dodd-Frank Act. These securities are accounted for as held-to-maturity and recorded at amortized cost basis.


(23)	Presented net of unamortized debt issuance costs of $8.4 million at December 31, 2019.


(24)	The obligations under the senior unsecured notes are guaranteed by the Company and certain of its subsidiaries.

Combined Maturity of Debt Obligations

The following schedule reflects the Company’s contractual payments under all borrowings by maturity ($ in thousands):



Period ending December 31,	Borrowings by Maturity(1)

2020 (last 9 months)	$	1,900,025
2021	1,087,628
2022	665,357
2023	156,872
2024	408,282
Thereafter	1,476,059
Subtotal	5,694,223
Debt issuance costs included in senior unsecured notes	(17,841		)
Debt issuance costs included in mortgage loan financing	(642		)
Premiums included in mortgage loan financing(2)	5,280
Total	$	5,681,020


(1)	Contractual payments under current maturities, some of which are subject to extensions. The maturities listed above for 2020 (last 9 months) relate to debt obligations that are subject to existing Company controlled extension options for one or more additional one year periods or could be refinanced by other existing facilities as of March 31, 2020.


(2)	Deferred gains on intercompany loans, secured by our own real estate, sold into securitizations. These premiums are amortized as a reduction to interest expense.

The Company’s debt facilities are subject to covenants which require the Company to maintain a minimum level of total equity. Largely as a result of this restriction, approximately $829.3 million of the total equity is restricted from payment as a dividend by the Company at March 31, 2020.

Senior Unsecured Notes

2027 Notes

On January 30, 2020, LCFH and Ladder Capital Finance Corporation (“LCFC”), a wholly-owned subsidiary of LCFH, issued $750.0 million in aggregate principal amount of 4.25% senior notes due February 1, 2027 (the “2027 Notes”). The 2027 Notes require interest payments semi-annually in cash in arrears on August 1 and February 1 of each year, beginning on August 1, 2020. The 2027 Notes will mature on February 1, 2027. The 2027 Notes are unsecured and are subject to an unencumbered assets to unsecured debt covenant. The Company may redeem the 2027 Notes, in whole, at any time, or from time to time, prior to their stated maturity. At any time on or after February 1, 2023, the Company may redeem the 2027 Notes in whole or in part, upon not less than 15 nor more than 60 days’ notice, at a redemption price defined in the indenture governing the 2027 Notes, plus accrued and unpaid interest, if any, to the redemption date. Net proceeds of the offering were used to repay secured indebtedness. During the three months ended March 31, 2020, the Company retired $19.2 million of principal of the 2027 Notes for a repurchase price of $17.2 million, recognizing a $1.7 million net gain on extinguishment of debt after recognizing $(0.3) million of unamortized debt issuance costs associated with the retired debt. As of March 31, 2020, the remaining $730.8 million in aggregate principal amount of the 2027 Notes is due February 1, 2027.

2025 Notes

On September 25, 2017, LCFH and LCFC issued $400.0 million in aggregate principal amount of 5.250% senior notes due October 1, 2025 (the “2025 Notes”). During the three months ended March 31, 2020, the Company retired $4.1 million of principal of the 2025 Notes for a repurchase price of $4.0 million, recognizing a $5.8 thousand net gain on extinguishment of debt after recognizing $(39.9) thousand of unamortized debt issuance costs associated with the retired debt. As of March 31, 2020, the remaining $395.9 million in aggregate principal amount of the 2025 Notes is due October 1, 2025.

2021 Notes

On August 1, 2014, LCFH and LCFC issued $300.0 million in aggregate principal amount of 5.875% senior notes due August 1, 2021 (the “2021 Notes”). During the three months ended March 31, 2020, the Company retired $1.0 million of principal of the 2021 Notes for a repurchase price of $1.0 million, recognizing a $1.8 thousand net gain on extinguishment of debt after recognizing $(3.2) thousand of unamortized debt issuance costs associated with the retired debt. As of March 31, 2020, the remaining $265.2 million in aggregate principal amount of the 2021 Notes is due August 1, 2021.

Committed Loan and Securities Repurchase Facilities

On February 14, 2020, the Company amended one of its committed loan repurchase facilities with a major U.S. bank to reduce the maximum capacity of the facility from $600.0 million to $500.0 million.

On February 26, 2020, the Company amended one of its committed loan repurchase facilities with a major U.S. bank, extending the term of the facility. The current maturity date is now February 26, 2021, and the Company has three one-year extension options for a final maturity date of February 26, 2024. The Company also reduced the maximum size of the facility from $350.0 million to $250.0 million.

On March 23, 2020, the Company amended one of its committed loan and securities repurchase facilities with a major U.S. bank to allow for an increase in the capacity on the securities repurchase facility, to the extent the Company has excess capacity on the loan repurchase facility. Prior to the amendment, the committed amounts on the facility were $500.0 million and $400.0 million on the loan and securities repurchase facilities, respectively. After the amendment, the committed amounts continue to total $900.0 million, with maximum capacity on the loan repurchase facility of $500.0 million, and maximum capacity on the securities repurchase facility of $900.0 million less outstanding commitments on the loan repurchase facility.

Financing Strategy in Current Market Conditions

In March 2020, as the COVID-19 health crisis rapidly transformed into a financial crisis, management took swift action to increase liquidity resources and actively manage its financing arrangements with its bank partners. In an abundance of caution, the Company first drew down on its $266.4 million unsecured revolving credit facility, which continues to be fully-drawn, and the proceeds continue to be held as unrestricted cash on the Company’s balance sheet as of May 1, 2020.

–Securities Repurchase Facilities: The Company invests in AAA-rated CRE CLO securities, typically front pay securities, with relatively short duration and significant subordination. These securities have historically been financed with short-term, typically 30-day maturity repurchase agreements with various bank counterparties. Beginning in late March 2020 and extending through April 2020, the Company has been able to continue to access securities repurchase funding. While the Company was successful in refinancing its securities and extending the terms of the majority of its securities repurchase financing to periods ranging from three to six months from certain key counterparties, the funding received generally reflected higher costs of financing and lower advance rates than prevailed during times of market stability.

In March, as a result of the COVID-19 pandemic, trading volumes for CRE CLO securities fell significantly and prices for CRE CLO securities declined. As a result, the Company experienced margin calls on its securities repurchase financing, all of which were successfully satisfied in cash in a timely manner. As the securities markets stabilized somewhat in April, the Company received rebates of much of the previously posted cash margin and applied other margin funds to reduce securities repurchase debt outstanding as repurchase financing transactions were extended in term. Management plans to continue to work with its bank counterparties to roll and extend such maturities. Given the credit quality and short duration of the securities portfolio, extension of term would allow for such securities to pay off at par or allow for sales in an orderly manner.

–Federal Home Loan Bank (“FHLB”) Financing: As discussed in the Company’s Annual Report, in 2016, the FHFA adopted a final rule that limited our captive insurance subsidiary’s membership in the FHLB, requiring us to significantly reduce the amounts of FHLB borrowings outstanding by February of 2021. As the COVID-19 crisis unfolded, management maintained an active dialogue with the FHLB and subsequent to March 31, 2020, the Company completed a non-mark to market private CLO financing transaction (refer to below and Note 18, Subsequent Events) and sold securities and loans previously serving as collateral at the FHLB. A portion of the proceeds of the CLO financing transaction and asset sales were used to pay down FHLB advances, reducing the amount of the Company’s financing that is mark to market. As of May 1, 2020, FHLB advances outstanding were $487.0 million, reflecting a reduction of approximately $520.6 million since March 31, 2020. The Company maintains ongoing discussions with the FHLB about further reducing its outstanding advances to ensure a smooth and timely transition from FHLB membership. Funding for future advance paydowns would be obtained from the natural amortization of securities over time, loan pay offs and/or sales of loan and securities collateral.

–Loan Repurchase Financing: The Company has maintained a consistent dialogue with its loan financing counterparties as the COVID-19 crisis has unfolded. The Company has drawn additional funds from certain loan repurchase facilities since the start of the crisis in mid-March 2020. In addition to using proceeds from the Company’s 2027 Notes offering in January to reduce secured debt, subsequent to March 31, 2020, the Company has paid off over $123.0 million on such loan repurchase financing through loan collateral pay offs and loans securitized through a CLO financing transaction (refer to below). As of May 1, 2020, the Company had $414.0 million of loan repurchase debt outstanding with five separate bank counterparties. The Company continues to maintain an active dialogue with its bank counterparties as it expects loan collateral on each of their lines to experience some measure of forbearance.

–New Secured Financing Facility: On April 30, 2020, the Company entered into a strategic financing arrangement (the “Agreement”) with Koch Real Estate Investments, LLC (“Koch”), an affiliate of Koch Industries, under which Koch will provide the Company with approximately $206.4 million in senior secured financing (the “Koch Facility”) to fund transitional and land loans. Koch Facility will be secured on a first lien basis on a portfolio of certain of the Company’s loans and will mature after 36 months, and borrowings thereunder will bear interest at LIBOR (or a minimum of 0.75% if greater) plus 10.0%, with a minimum interest premium of approximately $39.2 million minus the aggregate sum of all interest payments made under the Koch Facility prior to the date of payment of the minimum interest premium, which is payable upon the earlier of maturity or repayment in full of the loan. The Koch Facility is non-recourse, subject to limited exceptions, and does not contain mark to market provisions. Additionally, the Koch Facility provides the Company optionality to modify or restructure loans or forbear in exercising remedies, which maximizes the Company’s financial flexibility.

As part of the strategic financing, which is non-recourse, subject to limited exceptions, Koch also has the ability to make an equity investment in the Company of up to 4.0 million Class A common shares at $8.00, which amount and price may be proportionally adjusted in the event of equity distributions, stock splits, reclassifications and other similar events (the “Purchase Right”). The Purchase Right will expire on December 31, 2020. The Company expects that any such investment would additionally benefit its liquidity position.

Pursuant to the Purchase Right, Koch has agreed to a customary standstill until December 31, 2020 or the date on which Koch has exercised the Purchase Right in full, if earlier. In addition, Koch has agreed not to sell, transfer, assign, pledge, hypothecate, mortgage, dispose of or in any way encumber the shares acquired as a result of exercising the Purchase Right for a period of time following the exercise date. In connection with the issuance of the Purchase Right, the Company and Koch entered into a registration rights agreement, pursuant to which the Company has agreed to provide customary demand and piggyback registration rights to Koch. (Refer to Note 18, Subsequent Events.)

–Completion of Private CLO: On April 27, 2020, the Company completed a private CLO financing transaction with Goldman Sachs Bank USA which generated $310.2 million of gross proceeds, financing $481.3 million of loans at a 64.5% advance rate on a matched term, non-mark to market and non-recourse basis. The Company will retain a 35% subordinate and controlling interest in the collateral, which affords for broad discretion in managing these loans in light of the COVID-19 pandemic and preserving or increasing their value. Proceeds from the transaction were used to pay off other secured debt including loan repurchase and FHLB financing that was subject to mark to market provisions. (Refer to Note 18, Subsequent Events.)

As a result of our financing and liquidity strategy and execution to date, as of May 1, 2020, Ladder had approximately $830.0 million of unrestricted cash on hand and, subsequent to quarter end, has paid down $783.0 million of secured debt that was subject to mark to market provisions subsequent to quarter end. Furthermore, the Company maintains $2.7 billion of unencumbered assets primarily comprised of first mortgage loans representing another significant source of potential liquidity.

Financial Covenants

As the COVID-19 crisis evolved, management began executing on a plan to mitigate uncertainty in financial markets by increasing liquidity and obtaining additional non-recourse and non-mark to market financing. The Company’s cash and cash equivalents and restricted cash totaled $622.2 million as of March 31, 2020, including $358.4 million of unrestricted cash and cash equivalents to mitigate uncertainty in liquidity needs in light of current market conditions and $263.9 million of cash margin posted as collateral against securities repurchase financing obligations and for other borrowings as of March 31, 2020. Partly as a result of maintaining such cash levels, the Company was not in compliance with its 3.5x maximum leverage covenant with certain of its lenders as of March 31, 2020 but had the benefit of a contractually provided 30-day cure period during which the Company cured such non-compliance by paying down debt (as defined in the relevant borrowing agreements) with various counterparties that totaled in excess of $830.0 million as of April 28, 2020.

We were in compliance with all remaining covenants described in the Company’s Annual Report, as of March 31, 2020.