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Secured Debt Arrangements, Net | 12 Months Ended
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Dec. 31, 2019
Debt Disclosure [Abstract] |
Secured Debt Arrangements, Net | Secured Debt Arrangements, Net At December 31, 2019 and 2018, our borrowings had the following secured debt arrangements, maturities and weighted- average interest rates ($ in thousands):
|  | December 31, 2019 (2) |  | December 31, 2018
|  | Maximum Amount of Borrowings |  | Borrowings Outstanding |  | Maturity (1) |  | Maximum Amount of Borrowings |  | Borrowings Outstanding |  | Maturity (1)
| JPMorgan Facility (USD) | $ | 1,154,109 |  |  | $ | 1,090,160 |  |  | June 2024 |  | $ | 1,333,503 |  |  | $ | 680,141 |  |  | June 2021
| JPMorgan Facility (GBP) | 51,702 |  |  | 50,410 |  |  | June 2024 |  | 48,497 |  |  | 48,497 |  |  | June 2021
| JPMorgan Facility (EUR) | 94,189 |  |  | 94,189 |  |  | June 2024 |  | N/A |  |  | N/A |  |  | N/A
| DB Repurchase Facility (USD) | 1,250,000 |  |  | 513,876 |  |  | March 2021 |  | 904,181 |  |  | 419,823 |  |  | March 2021
| DB Repurchase Facility (GBP) | N/A |  |  | N/A |  |  | N/A |  | 150,819 |  |  | 150,819 |  |  | March 2021
| Goldman Facility (USD) | 500,000 |  |  | 322,170 |  |  | November 2021 |  | 300,000 |  |  | 210,072 |  |  | November 2020
| CS Facility - USD | 226,068 |  |  | 218,644 |  |  | June 2020 |  | 187,117 |  |  | 187,117 |  |  | June 2019
| CS Facility - GBP | 93,915 |  |  | 93,915 |  |  | June 2020 |  | 151,773 |  |  | 151,773 |  |  | June 2019
| HSBC Facility - USD | 50,625 |  |  | 50,625 |  |  | October 2020 |  | N/A |  |  | N/A |  |  | N/A
| HSBC Facility - GBP | 34,634 |  |  | 34,634 |  |  | June 2020 |  | 48,835 |  |  | 48,835 |  |  | December 2019
| HSBC Facility - EUR | 154,037 |  |  | 154,037 |  |  | January 2021 |  | N/A |  |  | N/A |  |  | N/A
| Barclays Facility (GBP) | 538,916 |  |  | 290,347 |  |  | February 2024 |  | N/A |  |  | N/A |  |  | N/A
| Barclays Facility (EUR) | 182,549 |  |  | 182,549 |  |  | November 2020 |  | N/A |  |  | N/A |  |  | N/A
| Sub-total | 4,330,744 |  |  | 3,095,556 |  |  |  |  | 3,124,725 |  |  | 1,897,077 |  |  |
| less: deferred financing costs | N/A |  |  | (17,190 | ) |  |  |  | N/A |  |  | (17,555 | ) |  |
| Total / Weighted-Average | $ | 4,330,744 |  |  | $ | 3,078,366 |  |  | $ | 3,124,725 |  |  | $ | 1,879,522 |  |
———————
(1) | Maturity date assumes extensions at our option are exercised.
(2) | Weighted-average rate as of December 31, 2019 was USD L + 2.07% / GBP L + 1.75% / EUR L + 1.36%.
JPMorgan Facility In November 2019, through three indirect wholly-owned subsidiaries, we entered into a Sixth Amended and Restated Master Repurchase Agreement with JPMorgan Chase Bank, National Association. The JPMorgan Facility allows for $1.3 billion of maximum borrowings (with amounts borrowed in British pounds and Euros converted to U.S. dollars for purposes of calculating availability based on the greater of the spot rate as of the initial financing under the corresponding mortgage loan and the then-current spot rate) and matures in June 2022, plus two one-year extensions available, which are subject to the approval of JPMorgan and certain other conditions. The JPMorgan Facility enables us to elect to receive advances in U.S. Dollars, British pounds, or Euros. 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, 2019, we had $1.2 billion (including £38.0 million and €84.0 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 2019, and provides for advances of up to $1.25 billion, 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 guarantee of the obligations of our indirect wholly-owned subsidiaries under this facility. As of December 31, 2019, we had $513.9 million 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 was upsized in March 2019 from $300.0 million to $500.0 million and matures in November 2020, 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 our indirect wholly-owned subsidiaries under this facility. As of December 31, 2019, we had $322.2 million of borrowings outstanding under the Goldman Facility secured by certain of our commercial mortgage loans. 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 in June 2020 (or, if earlier, six months after Credit Suisse AG notifies us of their 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 subsidiary under this facility. As of December 31, 2019, we had $218.6 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 subsidiary under this facility. As of December 31, 2019, we had $93.9 million (£70.8 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 - USD In October 2019, 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 is initially scheduled to mature in October 2020 and unless terminated by either party, automatically extends for further periods prior to maturity. Margin calls may occur any time at specified aggregate margin thresholds. We have agreed to provide a guarantee of the obligations of our indirect wholly-owned subsidiary under this facility. As of December 31, 2019, we had $50.6 million of borrowings under the HSBC Facility - USD secured by one of our commercial mortgage loans. HSBC Facility - GBP 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, which was extended in December 2019, is scheduled to mature in June 2020 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 subsidiary under this facility. As of December 31, 2019, we had $34.6 million (£26.1 million assuming conversion into U.S. dollars) of borrowings outstanding under the HSBC Facility - GBP secured by one of our commercial mortgage loans. HSBC Facility - EUR In July 2019, 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 January 2021. 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 subsidiary under this facility. As of December 31, 2019, we had $154.0 million (€137.4 million assuming conversion into U.S. dollars) of borrowings outstanding under the HSBC Facility - EUR secured by one of our commercial mortgage loans. Barclays Facility Beginning in October 2019, through an indirect wholly-owned subsidiary, we entered into three secured debt arrangements pursuant to a Global Master Repurchase Agreement with Barclays Bank plc, which provide for single asset financing. The financings mature in November 2020, March 2022, and October 2022 with extension options to match the duration of the corresponding mortgage loans, subject to certain conditions. We have agreed to provide a limited guarantee of the obligations of our indirect wholly-owned subsidiary under this facility. As of December 31, 2019, we had $472.9 million (£219.0 million and €162.8 million assuming conversion into U.S. dollars) of borrowings outstanding under the Barclays Facility secured by three of our commercial mortgage loans. At December 31, 2019, our borrowings had the following remaining maturities ($ in thousands):
| Less than 1 year (1) |  | 1 to 3 years (1) |  | 3 to 5 years |  | More than 5 years |  | Total
JPMorgan Facility | $ | 143,841 |  |  | $ | 251,002 |  |  | $ | 839,916 |  |  | $ | — |  |  | $ | 1,234,759 |
DB Repurchase Facility | 32,400 |  |  | 481,476 |  |  | — |  |  | — |  |  | 513,876 |
Goldman Facility | — |  |  | 322,170 |  |  | — |  |  | — |  |  | 322,170 |
CS Facility - USD | 218,644 |  |  | — |  |  | — |  |  | — |  |  | 218,644 |
CS Facility - GBP | 93,915 |  |  | — |  |  | — |  |  | — |  |  | 93,915 |
HSBC Facility - USD | 50,625 |  |  | — |  |  | — |  |  | — |  |  | 50,625 |
HSBC Facility - GBP | 34,634 |  |  | — |  |  | — |  |  | — |  |  | 34,634 |
HSBC Facility - EUR | — |  |  | 154,037 |  |  | — |  |  | — |  |  | 154,037 |
Barclays Facility (GBP) | — |  |  | — |  |  | 290,347 |  |  | — |  |  | 290,347 |
Barclays Facility (EUR) | 182,549 |  |  | — |  |  | — |  |  | — |  |  | 182,549 |
Total | $ | 756,608 |  |  | $ | 1,208,685 |  |  | $ | 1,130,263 |  |  | $ | — |  |  | $ | 3,095,556 |
——————— (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, 2019, as well as the maximum and average month-end balances for the year ended December 31, 2019 for our borrowings under secured debt arrangements ($ in thousands).
|  |  |  |  | For the year ended December 31, 2019
| Balance at December 31, 2019 |  | Amortized Cost of collateral at December 31, 2019 |  | Maximum Month-End Balance |  | Average Month-End Balance
JPMorgan Facility | $ | 1,234,759 |  |  | $ | 1,845,400 |  |  | $ | 1,234,759 |  |  | $ | 947,400 |
DB Repurchase Facility | 513,876 |  |  | 766,676 |  |  | 757,117 |  |  | 604,067 |
Goldman Facility | 322,170 |  |  | 513,559 |  |  | 324,821 |  |  | 246,318 |
CS Facility - USD | 218,644 |  |  | 308,884 |  |  | 218,644 |  |  | 182,646 |
CS Facility - GBP | 93,915 |  |  | 129,723 |  |  | 150,811 |  |  | 134,694 |
HSBC Facility - USD | 50,625 |  |  | 66,960 |  |  | 50,625 |  |  | 50,625 |
HSBC Facility - GBP | 34,634 |  |  | 49,976 |  |  | 50,784 |  |  | 42,296 |
HSBC Facility - EUR | 154,037 |  |  | 190,780 |  |  | 154,037 |  |  | 151,889 |
Barclays Facility (GBP) | 290,347 |  |  | 738,455 |  |  | 290,347 |  |  | 139,004 |
Barclays Facility (EUR) | 182,549 |  |  | 241,674 |  |  | 182,549 |  |  | 181,159 |
Total | $ | 3,095,556 |  |  | $ | 4,852,087 |  |  |  |  |
We were in compliance with the covenants under each of our secured debt arrangements at December 31, 2019 and 2018. Senior Secured Term Loan, Net In May 2019, we entered into a $500.0 million senior secured term loan. The senior secured term loan bears interest at LIBOR plus 2.75% and was issued at a price of 99.5%. The senior secured term loan matures in May 2026 and contains restrictions relating to liens, asset sales, indebtedness, and investments in non-wholly owned entities. For the year ended December 31, 2019, we repaid $2.5 million of principal related to the senior secured term loan. The outstanding principal balance as of December 31, 2019 was $497.5 million. As of December 31, 2019, the senior secured term loan had a carrying value of $488.0 million net of deferred financing costs of $7.3 million and an unamortized discount of $2.2 million. Covenants The senior secured term loan includes the following financial covenants: (i) our ratio of total 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 senior secured term loan at December 31, 2019. Interest Rate Swap In connection with the senior secured term loan, we entered into an interest rate swap to fix LIBOR at 2.12% effectively fixing our all-in coupon on the senior secured term loan 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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