Borrowings

At December 31, 2016 and 2015, the Company’s borrowings had the following debt balances, weighted average maturities and interest rates:



	December 31, 2016					December 31, 2015
	Maximum Amount of Borrowings	Borrowings Outstanding	Maturity (1)	Weighted Average Rate (2)		Maximum Amount of Borrowings	Borrowings Outstanding	Maturity (1)	Weighted Average Rate (2)
JPMorgan Facility (3)	$943,000	$657,452	January 2019	L + 2.25%		$600,000	$445,942	January 2019	L + 2.25%
DB Repurchase Facility	300,000	137,355	September 2019	L + 2.66%		N/A	N/A	N/A	N/A
Goldman Loan	N/A	40,657	April 2019	L + 3.50%		N/A	45,928	April 2019	L + 3.50%
Sub-total		835,464		L + 2.38%			491,870		L + 2.37%

UBS Facility	N/A	133,899	September 2018	2.79	%	N/A	133,899	September 2018	2.79	%
DB Facility (4)	N/A	177,203	April 2018	3.63	%	N/A	300,005	April 2018	3.69	%
Sub-total		311,102		3.27	%		433,904		3.39	%

less: deferred financing costs		(6,763)					(7,353)
Total / Weighted Average		$1,139,803		3.18	%		$918,421		2.92	%

(1) Maturity date assumes extensions at the Company's option are exercised.

(2) Assumes one-month LIBOR at December 31, 2016 and December 31, 2015 was 0.77% and 0.43% respectively.

(3) As of December 31, 2016, the JP Morgan Facility provided for a maximum total borrowings comprised of the $800,000 repurchase facility and a $143,000 asset specific financing .

(4) Advances under the DB Facility accrue interest at a per annum pricing rate based on the rate implied by the fixed rate bid under a fixed for floating interest rate swap for the receipt of payments indexed to three-month U.S. dollar LIBOR, plus a financing spread ranging from 1.80% to 2.32% based on the rating of the collateral pledged.

At December 31, 2016, the Company’s borrowings had the following remaining maturities:



	Less than 1 year		1 to 3 years		3 to 5 years		More than 5 years		Total
JPMorgan Facility	$	245,908	$	411,544	$	—	$	—	$	657,452
DB Repurchase Facility	—		137,355		—		—		137,355
Goldman Loan	5,290		35,367		—		—		40,657
UBS Facility *	133,899		—		—		—		133,899
DB Facility	1,450		175,753		—		—		177,203
Total	$	386,547	$	760,019	$	—	$	—	$	1,146,566


*	Assumes extension options are exercised.

The table below summarizes the outstanding balances, as well as the maximum and average balances as of December 31, 2016 and 2015.



			2016						2015
	Balance at December 31, 2016		Maximum Month-End Balance		Average Month-End Balance		Balance at December 31, 2015		Maximum Month-End Balance		Average Month-End Balance
JPMorgan Facility	$	657,452	$	783,528	$	660,741	$	445,942	$	445,942	$	261,261
DB Repurchase Facility	137,355		137,355		19,582		—		—		—
Goldman Loan	40,657		45,928		43,505		45,928		52,524		45,665
UBS Facility	133,899		133,899		133,899		133,899		133,899		133,899
DB Facility	177,203		300,005		246,773		300,005		300,005		300,005
Total	$	1,146,566					$	925,774

Repurchase Agreements

JPMorgan Facility

In January 2010, the Company, through two indirect wholly owned subsidiaries, entered into the JPMorgan Facility, which as amended in 2015 and 2016, currently provides for a maximum total borrowings of $943,000, comprised of the $800,000 repurchase facility and a $143,000 asset specific financing, and a three-year term expiring in January 2018 plus a one-year extension option available at the Company's option, subject to certain conditions. Amounts borrowed under the JPMorgan Facility bear interest at spreads ranging from 2.25% to 4.75% over one-month LIBOR. Maximum advance rates under the JPMorgan Facility range from 25% to 80% on the estimated fair value of the pledged collateral depending on its LTV. Margin calls may occur any time the aggregate repurchase price exceeds the agreed upon advance rate multiplied by the market value of the assets by more than $250. The JPMorgan Facility contains, among others, the following restrictive covenants: (1) continuing to operate in a manner that allows the Company to qualify as a REIT and (2) financial covenants, including (A) a minimum consolidated tangible net worth covenant ($750,000 plus 75% of the net cash proceeds of any equity issuance by the Company), (B) maximum total indebtedness to consolidated tangible net worth (3:1), or (C) minimum liquidity (the greater of 5% of the Company’s total recourse indebtedness or $15,000). The Company has agreed to provide a limited guarantee of the obligations of its indirect wholly-owned subsidiaries under the JPMorgan Facility.

As of December 31, 2016, the Company had $657,452 of borrowings outstanding under the JPMorgan Facility secured by certain of the Company's commercial mortgage and subordinate loans.

DB Repurchase Facility

On September 29, 2016, the Company, through an indirect wholly-owned subsidiary, entered into a master repurchase agreement with Deutsche Bank AG, Cayman Islands Branch (the “DB Repurchase Facility”) to provide up to $300,000 of advances in connection with financing first mortgage loans secured by real estate. The DB Repurchase Facility matures in September 2017, with two one-year extension options available at the Company's option, subject to certain conditions, and accrues interest at per annum pricing equal to the sum of one-month LIBOR plus an applicable spread. Margin calls may occur any time at specified aggregate margin deficit thresholds. The DB Facility contains customary covenants, including continuing to operate in a manner that allows the Company to qualify as a real estate investment trust for federal income tax purposes and financial covenants with respect to minimum consolidated tangible net worth, maximum total indebtedness to consolidated tangible net worth, and minimum liquidity. The Company has agreed to provide a guarantee of the obligations of its indirect wholly-owned subsidiaries under the DB Repurchase Facility.

As of December 31, 2016, the Company had $137,355 of borrowings outstanding under the DB Repurchase Facility secured by certain of the Company's commercial mortgage loans.

UBS Facility

In September 2013, the Company, through an indirect wholly-owned subsidiary, entered into the UBS Facility, which currently provides that the Company may borrow up to $133,899 in order to finance the acquisition of CMBS. The UBS Facility matures in September 2017, with a one-year extension available at the Company's option, subject to certain conditions. Advances under the UBS Facility accrue interest at a per annum pricing rate equal to a spread of 1.55% per annum over the rate implied by the fixed rate bid under a fixed-for-floating interest rate swap for the receipt of payments indexed to six-month U.S. dollar LIBOR. The Company borrows 100% of the estimated fair value of the collateral pledged and posts margin equal to 22.5% of that borrowing amount in cash. The margin posted is classified as restricted cash on the Company's condensed consolidated balance sheets. Additionally, depending on the utilization rate of the facility, a portion of the undrawn amount may be subject to non-use fees. The UBS Facility contains customary terms and conditions for repurchase facilities of this type and financial covenants to be met by the Company, including a minimum net asset value covenant (which shall not be less than an amount equal to $500,000 and a maximum total debt to consolidated tangible net worth covenant (3:1). The Company has agreed to provide a full guarantee of the obligations of its indirect wholly-owned subsidiary under the UBS Facility.

As of December 31, 2016, the Company had $133,899 of borrowings outstanding under the UBS Facility secured by CMBS held by the Company.

DB Facility

In April 2014, the Company, through an indirect wholly-owned subsidiary, entered into the DB Facility, which currently provides that the Company may borrow up to $300,000 in order to finance the acquisition of CMBS. The DB Facility matures in April 2018. Advances under the DB Facility accrue interest at a per annum pricing rate based on the rate implied by the fixed rate bid under a fixed for floating interest rate swap for the receipt of payments indexed to three-month U.S. dollar LIBOR, plus a financing spread ranging from 1.80% to 2.32% based on the rating of the collateral pledged.

Additionally, the undrawn amount is subject to a 1.8% non-use fee. The DB Facility contains customary terms and conditions for repurchase facilities of this type and financial covenants to be met by the Company, including minimum shareholder's equity of 50% of the gross capital proceeds of its initial public offering and any subsequent public or private offerings.

As of December 31, 2016, the Company had $177,203 of borrowings outstanding under the DB Facility secured by CMBS held by the Company.

Goldman Loan

On January 26, 2015, the Company, through an indirect wholly-owned subsidiary, entered into the Goldman Loan. The Goldman Loan provides for a purchase price of $52,524 and a repurchase date of the earliest of: (1) April 30, 2019, (2) an early repurchase date as a result of repayment or sale of the purchased loan, or (3) an accelerated repurchase date as a result of certain events of default. Subject to the terms and conditions thereof, the Goldman Loan provides for the purchase and sale of certain participation interests in a mortgage loan secured by single-family and condominium properties. Prior to an event of default, amounts borrowed under the Goldman Loan bear interest at a spread of 3.5% plus one-month LIBOR. In addition, the Goldman Loan provides that margin calls may occur during the continuance of certain credit events if the market value of the mortgaged properties drop below an agreed upon percentage. The Goldman Loan contains affirmative and negative covenants and provisions regarding events of default that are normal and customary for similar repurchase agreements. The Company has agreed to the following restrictive covenants, among others: (1) continuing to operate in a manner that allows the Company to qualify as a REIT and (2) financial covenants, including (A) a minimum consolidated tangible net worth covenant ($750,000), (B) maximum total indebtedness to consolidated tangible net worth (3:1), (C) minimum liquidity ($15,000), (D) minimum sum of (i) cash liquidity and (ii) “near cash liquidity” (5.0% of the Company’s total recourse indebtedness), (E) minimum net income (one U.S. dollar during any four consecutive fiscal quarters) and (F) a minimum ratio of EBITDA to interest expense (1.5 to 1.0). The Company has also agreed to provide a guarantee of the obligations under the Goldman Loan.

As of December 31, 2016, the Company had $40,657 of borrowings outstanding under the Goldman Loan secured by one commercial mortgage loan held by the Company.

The Company was in compliance with the financial covenants under its repurchase agreements at December 31, 2016 and December 31, 2015.