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Secured Debt Arrangements, Net
12 Months Ended
Dec. 31, 2018
Debt Disclosure [Abstract]  
Secured Debt Arrangements, Net
Secured Debt Arrangements, Net
At December 31, 2018 and 2017, our borrowings had the following secured debt arrangements, maturities and weighted- average interest rates ($ in thousands):
 
 
December 31, 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)
$
1,333,503

 
$
680,141

 
June 2021
 
$
1,393,000

 
$
944,529

 
March 2020
 
USD L + 2.30%
JPMorgan Facility (GBP)
48,497

 
48,497

 
June 2021
 
N/A

 
N/A

 
N/A
 
N/A
DB Repurchase Facility (USD)
904,181

 
419,823

 
March 2021
 
472,090

 
225,367

 
March 2020
 
USD L + 2.56%
DB Repurchase Facility (GBP)
150,819

 
150,819

 
March 2021
 
93,919

 
93,919

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

 
210,072

 
November 2020
 
331,130

 
81,380

 
November 2020
 
USD L + 2.73%
CS Facility (USD)
187,117

 
187,117

 
June 2019
 
N/A

 
N/A

 
N/A
 
N/A
CS Facility (GBP)
151,773

 
151,773

 
June 2019
 
N/A

 
N/A

 
N/A
 
N/A
HSBC Facility (GBP)
48,835

 
48,835

 
December 2019
 
N/A

 
N/A

 
N/A
 
N/A
Sub-total
3,124,725

 
1,897,077

 
 
 
2,290,139

 
1,345,195

 
 
 

less: deferred financing costs
N/A

 
(17,555
)
 
 
 
N/A

 
(14,348
)
 
 
 
N/A
Total / Weighted-Average
$
3,124,725

 
$
1,879,522

  
$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 December 31, 2018 was USD L + 2.17% / GBP L + 2.28%.
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. 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, GBP, or 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 December 31, 2018, we had $728.6 million (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, 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, GBP, or EUR. Additionally, we have a $54.7 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 April 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 December 31, 2018, we had $570.6 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, 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 December 31, 2018, we had total borrowings of $210.1 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, 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 December 31, 2018, we had total borrowings of $187.1 million of borrowings outstanding under the CS Facility - USD secured by certain 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, 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 December 31, 2018, we had total borrowings of $151.8 million (£119.0 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, which provides for a single asset financing. The facility matures in December 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 December 31, 2018, we had total borrowings of $48.8 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 December 31, 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
$
153,759

 
$
574,879

 
$


$

 
$
728,638

DB Repurchase Facility
174,293

 
396,349

 



 
570,642

Goldman Facility

 
210,072

 

 

 
210,072

CS Facility - USD
187,117

 

 

 

 
187,117

CS Facility - GBP
151,773

 

 

 

 
151,773

HSBC Facility
48,835

 

 

 

 
48,835

Total
$
715,777

 
$
1,181,300

 
$

 
$

 
$
1,897,077

———————
(1) Assumes underlying assets are financed through the fully extended maturity date of the facility.
The table below summarizes the outstanding balances at December 31, 2018, as well as the maximum and average month-end balances for the year ended December 31, 2018 for our borrowings under secured debt arrangements ($ in thousands).
 
 
 
 
 
For the year ended December 31, 2018
 
Balance at December 31, 2018
 
Amortized Cost of collateral at December 31, 2018
 
Maximum Month-End
Balance
 
Average Month-End
Balance
JPMorgan Facility
$
728,638

 
$
1,374,235

 
$
1,000,854

 
$
885,203

DB Repurchase Facility
570,642

 
921,424

 
707,405

 
524,727

Goldman Facility
210,072

 
362,577

 
261,691

 
176,145

CS Facility - USD
187,117

 
254,064

 
189,839

 
109,453

CS Facility - GBP
151,773

 
216,167

 
151,915

 
147,651

HSBC Facility
48,835

 
69,433

 
49,896

 
49,107

Total
$
1,897,077

 
$
3,197,900

 
 
 
 

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