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Secured Debt Arrangements, Net | 6 Months Ended
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Jun. 30, 2019
Debt Disclosure [Abstract] |
Secured Debt Arrangements, Net | Secured Debt Arrangements, Net At June 30, 2019 and December 31, 2018, our borrowings had the following secured debt arrangements, maturities and weighted-average interest rates ($ in thousands):
|  | June 30, 2019 (2) |  | December 31, 2018 (2)
|  | Maximum Amount of Borrowings |  | Borrowings Outstanding |  | Maturity (1) |  | Maximum Amount of Borrowings |  | Borrowings Outstanding |  | Maturity (1)
| JPMorgan Facility (USD) | $ | 951,723 |  |  | $ | 712,335 |  |  | June 2024 |  | $ | 1,333,503 |  |  | $ | 680,141 |  |  | June 2021
| JPMorgan Facility (GBP) | 48,277 |  |  | 48,277 |  |  | June 2024 |  | 48,497 |  |  | 48,497 |  |  | June 2021
| DB Repurchase Facility (USD) | 862,588 |  |  | 434,090 |  |  | March 2021 |  | 904,181 |  |  | 419,823 |  |  | March 2021
| DB Repurchase Facility (GBP) | 137,412 |  |  | 137,412 |  |  | March 2021 |  | 150,819 |  |  | 150,819 |  |  | March 2021
| Goldman Facility | 500,000 |  |  | 112,713 |  |  | November 2021 |  | 300,000 |  |  | 210,072 |  |  | November 2020
| CS Facility (USD) | 174,278 |  |  | 174,278 |  |  | December 2019 |  | 187,117 |  |  | 187,117 |  |  | June 2019
| CS Facility (GBP) | 144,364 |  |  | 144,364 |  |  | December 2019 |  | 151,773 |  |  | 151,773 |  |  | June 2019
| HSBC Facility (GBP) | 37,834 |  |  | 37,834 |  |  | December 2019 |  | 48,835 |  |  | 48,835 |  |  | December 2019
| Sub-total | 2,856,476 |  |  | 1,801,303 |  |  |  |  | 3,124,725 |  |  | 1,897,077 |  |  |
| less: deferred financing costs | N/A |  |  | (18,246 | ) |  |  |  | N/A |  |  | (17,555 | ) |  |
| Total / Weighted-Average | $ | 2,856,476 |  |  | $ | 1,783,057 |  |  | $ | 3,124,725 |  |  | $ | 1,879,522 |  |
——————— (1) Maturity date assumes extensions at our option are exercised. (2) Weighted-average rates as of June 30, 2019 and December 31, 2018 were USD L + 2.10% / GBP L + 2.30% and USD L + 2.17% / GBP L + 2.28%, respectively. JPMorgan Facility In May 2017, through two indirect wholly-owned subsidiaries, we entered into a Fifth Amended and Restated Master Repurchase Agreement with JPMorgan Chase Bank, National Association (as amended, the "JPMorgan Facility"). During the second quarter of 2019, we amended the JPMorgan Facility to allow for $1.0 billion of maximum borrowings and maturity in June 2022, plus two one-year extensions available at our option, subject to certain conditions. The JPMorgan Facility enables us to elect to receive advances in U.S. dollars, British pounds ("GBP"), or Euros ("EUR"). 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 June 30, 2019, we had $760.6 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 (as amended, the "DB Repurchase Facility"), 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 U.S. dollars, British pounds, or Euros. The repurchase facility matures in March 2020, plus a one-year extension available at our option, subject to certain conditions. 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 June 30, 2019, we had $571.5 million (including £108.2 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 (the "Goldman Facility"), which was upsized in March 2019 from $300.0 million to $500.0 million and matures in November 2019, plus two one-year extensions 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 June 30, 2019, we had $112.7 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 (the "CS Facility - USD"), 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 June 30, 2019, we had $174.3 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 (the "CS Facility - GBP"), 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 June 30, 2019, we had $144.4 million (£113.7 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 (the "HSBC Facility"), which provides for a single asset financing. The facility matures in December 2019. 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 June 30, 2019, we had $37.8 million (£29.8 million assuming conversion into U.S. dollars) of borrowings outstanding under the HSBC Facility secured by one of our commercial mortgage loans. At June 30, 2019, our borrowings had the following remaining maturities ($ in thousands):
| Less than 1 year (1) |  | 1 to 3 years (1) |  | 3 to 5 years (1) |  | More than 5 years |  | Total
JPMorgan Facility | $ | 144,554 |  |  | $ | 294,839 |  |  | $ | 321,219 |  |  | $ | — |  |  | $ | 760,612 |
DB Repurchase Facility | 106,304 |  |  | 465,198 |  |  | — |  |  | — |  |  | 571,502 |
Goldman Facility | — |  |  | 112,713 |  |  | — |  |  | — |  |  | 112,713 |
CS Facility - USD | 174,278 |  |  | — |  |  | — |  |  | — |  |  | 174,278 |
CS Facility - GBP | 144,364 |  |  | — |  |  | — |  |  | — |  |  | 144,364 |
HSBC Facility | 37,834 |  |  | — |  |  | — |  |  | — |  |  | 37,834 |
Total | $ | 607,334 |  |  | $ | 872,750 |  |  | $ | 321,219 |  |  | $ | — |  |  | $ | 1,801,303 |
——————— (1) Assumes underlying assets are financed through the fully extended maturity date of the facility. The table below summarizes the outstanding balances at June 30, 2019, as well as the maximum and average month-end balances for the six months ended June 30, 2019 for our borrowings under secured debt arrangements ($ in thousands).
| As of June 30, 2019 |  | For the six months ended June 30, 2019
| Balance |  | Amortized Cost of Collateral |  | Maximum Month-End Balance |  | Average Month-End Balance
JPMorgan Facility | $ | 760,612 |  |  | $ | 1,612,150 |  |  | $ | 929,496 |  |  | $ | 836,744 |
DB Repurchase Facility | 571,502 |  |  | 1,012,396 |  |  | 672,477 |  |  | 583,879 |
Goldman Facility | 112,713 |  |  | 515,064 |  |  | 312,507 |  |  | 207,934 |
CS Facility - USD | 174,278 |  |  | 238,441 |  |  | 188,037 |  |  | 184,049 |
CS Facility - GBP | 144,364 |  |  | 206,422 |  |  | 150,811 |  |  | 145,599 |
HSBC Facility | 37,834 |  |  | 53,946 |  |  | 50,784 |  |  | 47,830 |
Total | $ | 1,801,303 |  |  | $ | 3,638,419 |  |  |  |  |
We were in compliance with the covenants under each of our secured debt arrangements at June 30, 2019 and December 31, 2018. Senior Secured Term Loan, Net In May 2019, we entered into a $500.0 million senior secured term loan (“Term Loan B”). The Term Loan B bears interest at LIBOR plus 2.75% and was issued at a price of 99.5%. The Term Loan B matures in May 2026 and contains restrictions relating to liens, asset sales, indebtedness, and investments in non-wholly owned entities. Covenants The Term Loan B includes, the following financial covenants: (i) our ratio of total non-recourse debt to tangible net worth cannot be greater than 3:1; and (ii) our ratio of total unencumbered assets to total pari-passu indebtedness must be at least 1.25:1. We were in compliance with the covenants under the Term Loan B at June 30, 2019. Interest Rate Swap In connection with the Term Loan B, we entered into an interest rate swap to fix LIBOR at 2.12% effectively fixing our all-in coupon on the Term Loan B at 4.87%.

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- Definition The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -URI http://asc.fasb.org/topic&trid=2208564 + Details
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