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Participations Sold
 3 Months Ended
Mar. 31, 2024
Debt Disclosure [Abstract]  
Secured Debt Arrangement, Net/Participations Sold Secured Debt Arrangements, Net
We utilize secured debt arrangements to finance the origination activity in our loan portfolio. Our secured debt arrangements are comprised of secured credit facilities, a private securitization, and a revolving credit facility. During the three months ended March 31, 2024, we entered into a new secured credit facility with Goldman Sachs. The facility is secured by a first mortgage loan on a European portfolio of pubs and provides $158.6 million of additional borrowing capacity. Additionally, during the three months ended March 31, 2024, we upsized our secured credit facility with Atlas Securitized Products Holdings ("Atlas") by $113.5 million, as discussed further below.

Our borrowings under secured debt arrangements at March 31, 2024 and December 31, 2023 are detailed in the following table ($ in thousands):
March 31, 2024December 31, 2023
 
Maximum Amount of Borrowings(1)
Borrowings Outstanding(1)
Maturity (2)
Maximum Amount of Borrowings(1)
Borrowings Outstanding(1)
Maturity (2)
JPMorgan Facility - USD(3)(4)
$1,482,730 $1,036,803 September 2026$1,482,584 $1,043,964 September 2026
JPMorgan Facility - GBP(3)(4)
17,270 17,270 September 202617,416 17,416 September 2026
Deutsche Bank Facility - USD(3)
700,000 278,703 March 2026700,000 275,815 March 2026
Atlas Facility - USD(5)
800,000 751,207 
March 2027(6)
686,527 669,302 
April 2027(7)(8)
HSBC Facility - GBP380,740 380,740 May 2025383,967 383,967 May 2025
HSBC Facility - EUR275,027 275,027 
January 2026(8)
281,401 281,401 January 2026
Goldman Sachs Facility - USD11,605 11,605 
November 2025(9)
13,437 13,437 
November 2025(9)
Goldman Sachs Facility - GBP158,599 158,599 January 2029— — N/A
Barclays Facility - USD200,000 99,817 
June 2027(7)
200,000 107,929 
June 2027(7)
MUFG Securities Facility - GBP202,970 202,970 
June 2025(7)
204,690 204,690 
June 2025(7)
Churchill Facility - USD130,000 125,209 April 2026130,000 126,515 March 2026
Santander Facility - USD300,000 67,500 
February 2026(7)
300,000 67,500 
February 2026(7)
Santander Facility - EUR58,261 54,677 August 202459,611 55,716 August 2024
Total Secured Credit Facilities4,717,202 3,460,127 4,459,633 3,247,652 
Barclays Private Securitization - GBP, EUR, SEK2,056,364 2,056,364 
July 2026(8)
2,369,125 2,157,157 
June 2026(8)
Revolving Credit Facility - USD(10)
170,000 94,000 March 2026170,000 147,000 March 2026
Total Secured Debt Arrangements6,943,566 5,610,491 6,998,758 5,551,809 
Less: deferred financing costsN/A(13,524)N/A(13,333)
Total Secured Debt Arrangements, net(11)(12)(13)
$6,943,566 $5,596,967 $6,998,758 $5,538,476  
———————
(1)As of March 31, 2024, British Pound Sterling("GBP"), Euro ("EUR"), and Swedish Krona ("SEK") borrowings were converted to USD at a rate of 1.26, 1.08, and 0.09, respectively. As of December 31, 2023, GBP, EUR and SEK borrowings were converted to USD at a rate of 1.27, 1.10 and 0.10, respectively.
(2)Maturity date assumes extensions at our option are exercised with consent of financing providers, where applicable.
(3)The JPMorgan Facility and Deutsche Bank Facility enable us to elect to receive advances in USD, GBP, or EUR.
(4)The JPMorgan Facility allows for $1.5 billion of maximum borrowings in total as of March 31, 2024.
(5)The Atlas Facility (as defined below) was formerly the Credit Suisse Facility. See "Atlas Facility" below for additional discussion.
(6)The Atlas Facility was amended during March 2024 to convert the facility's maturity from a six month "evergreen" feature to a two-year initial term, with an additional one-year extension option.
(7)Assumes financings are extended in line with the underlying loans.
(8)Represents weighted-average maturity across various financings with the counterparty. See below for additional details.
(9)Facility entered the two-year amortization period. During the amortization period, the maturity date for current outstanding transactions are extended for a period of up to two years from the November 2023 maturity.
(10)The current stated maturity of the Revolving Credit Facility (as defined below) is March 2026. Borrowings under the Revolving Credit Facility bear interest at a per annum rate equal to the sum of (i) a floating rate index and (ii) a fixed margin. Borrowings under the Revolving Credit Facility are full recourse to certain guarantor wholly-owned subsidiaries of the Company. See "Revolving Credit Facility" below for additional discussion.
(11)Weighted-average borrowing costs as of March 31, 2024 and December 31, 2023 were applicable benchmark rates and credit spread adjustments, plus spreads of USD: +2.64% / GBP: +2.25% / EUR: +1.86% / SEK: +1.50% and USD: +2.49% / GBP: +2.21% / EUR: +1.86%/ SEK: +1.50%, respectively.
(12)Weighted-average advance rates based on cost as of March 31, 2024 and December 31, 2023 were 68.1% (62.4% (USD) / 72.2% (GBP) / 71.7% (EUR) / 80.4% (SEK)) and 68.4% (62.9% (USD) / 72.5% (GBP) / 72.1% (EUR) / 80.4% (SEK)), respectively.
(13)As of March 31, 2024 and December 31, 2023, approximately 52.2% and 58.3%, respectively, is the outstanding balance under these secured borrowings were recourse to us.
Terms of our secured credit facilities are designed to keep each lender's credit exposure generally constant as a percentage of the underlying value of the assets pledged as security to the facility. If the credit of the underlying collateral value decreases, the amount of leverage to us may be reduced. As of March 31, 2024 and December 31, 2023, the weighted-average haircut under our secured debt arrangements was approximately 31.9% and 31.6%, respectively. Our secured credit facilities do not contain capital markets-based mark-to-market provisions.
Atlas Facility
On February 8, 2023, in connection with the acquisition by certain subsidiaries of Atlas, which is a wholly-owned investment of a fund managed by an affiliate of the Manager, of certain warehouse assets and liabilities of the Credit Suisse AG Securitized Products Group ("Credit Suisse AG")(the "Transaction"), the Credit Suisse Facility was acquired by Atlas ("Atlas Facility"). In order to effect the assignment of the Credit Suisse Facility and related agreements, the Company and one of its subsidiaries, similar to the other sellers and guarantors party to the subject agreements in the Transaction, entered into an Omnibus Assignment, Assumption and Amendment Agreement as well as certain related agreements with Credit Suisse AG and Atlas. Refer to "Note 15 - Related Party Transactions" for further discussion regarding the transaction.
During the three months ended March 31, 2024, we executed an amendment to upsize the Atlas Facility by $113.5 million. The amendment included conversion of the facility's term from a six month "evergreen" feature to two-years, with a one-year extension option, reduction to recourse percentages, and an additional pledge of a commercial mortgage loan, among other changes.
Revolving Credit Facility
On March 3, 2023, we entered into the revolving credit facility (the "Revolving Credit Facility") administered by Bank of America, N.A. The Revolving Credit Facility provides up to $170.0 million of borrowings secured by qualifying commercial mortgage loans and real property owned assets. The Revolving Credit Facility has a term of three years, maturing in March 2026. The Revolving Credit Facility enables us to borrow on qualifying commercial mortgage loans for up to two years and real property owned assets for up to six months. As of March 31, 2024 and December 31, 2023, we had $94.0 million and $147.0 million, respectively, outstanding on the Revolving Credit Facility. During the three months ended March 31, 2024, we recorded $33.6 thousand in unused fees and $1.9 million in contractual interest expense. During the three months ended March 31, 2023, we recorded $27.4 thousand in unused fees related to the Revolving Credit Facility.
Barclays Private Securitization
We are party to a private securitization with Barclays Bank plc ("Barclays") (such securitization, the "Barclays Private Securitization"). Commercial mortgage loans currently financed under the Barclays Securitization are denominated in GBP, EUR and SEK.
The Barclays Private Securitization does not include daily margining provisions and grants us significant discretion to modify certain terms of the underlying collateral including waiving certain loan-level covenant breaches and deferring or waiving of debt service payments for up to 18 months. The securitization includes loan-to-value based covenants with deleveraging requirements that are based on significant declines in the value of the collateral as determined by an annual third-party (engaged by us) appraisal process tied to the provisions of the underlying loan agreements. We believe this provides us with both cushion and predictability to avoid sudden unexpected outcomes and material repayment requirements.
The table below provides principal balances and the carrying value for commercial mortgage loans pledged to the Barclays Private Securitization as of March 31, 2024 and December 31, 2023 ($ in thousands):
March 31, 2024
Local CurrencyCountOutstanding PrincipalCarrying Value
GBP7$1,704,318 $1,685,240 
EUR5867,551859,740
SEK1232,117 230,524 
Total 13$2,803,986 $2,775,504 
December 31, 2023
Local CurrencyCountOutstanding PrincipalCarrying Value
GBP7$1,662,457 $1,643,979 
EUR61,021,2721,012,987
SEK1248,088 246,220 
Total 14$2,931,817 $2,903,186 
The table below provides the borrowings outstanding (on an as converted basis) and weighted-average fully-extended maturities by currency for the assets financed under the Barclays Private Securitization as of March 31, 2024 ($ in thousands):
Borrowings Outstanding(1)
Fully-Extended Maturity(2)
Total/Weighted-Average GBP$1,261,051 
July 2026
Total/Weighted-Average EUR609,619
September 2026(3)
Total/Weighted-Average SEK185,694May 2026
Total/Weighted-Average Securitization$2,056,364 July 2026
———————
(1)As of March 31, 2024, we had £998.9 million, €565.0 million, and kr2.0 billion of borrowings outstanding under the Barclays Private Securitization secured by certain of our commercial mortgage loans.
(2)Assumes underlying loans extend to fully extended maturity and extensions at our option are exercised.
(3)The EUR portion of the Barclays Private Securitization has an "evergreen" feature such that the facility continues for one year and can be terminated by either party on certain dates with, depending on the date of notice, a minimum of nine to twelve months' notice.

The table below provides the borrowings outstanding (on an as converted basis) and weighted-average fully-extended maturities by currency for the assets financed under the Barclays Private Securitization as of December 31, 2023 ($ in thousands):
Borrowings Outstanding(1)
Fully-Extended Maturity(2)
Total/Weighted-Average GBP1,234,740June 2026
Total/Weighted-Average EUR723,947
May 2026(3)
Total/Weighted-Average SEK198,470May 2026
Total/Weighted-Average Securitization$2,157,157 June 2026
———————
(1)As of December 31, 2023, we had £969.9 million, €655.8 million, and kr2.0 billion of borrowings outstanding under the Barclays Private Securitization secured by certain of our commercial mortgage loans.
(2)Assumes underlying loans extend to fully extended maturity and extensions at our option are exercised.
(3)The EUR portion of the Barclays Private Securitization has an "evergreen" feature such that the facility continues for one year and can be terminated by either party on certain dates with, depending on the date of notice, a minimum of nine to twelve months' notice.


The table below provides the assets and liabilities of the Barclays Private Securitization VIE included in our condensed consolidated balance sheets ($ in thousands):
March 31, 2024December 31, 2023
Assets:
Cash$327 $924 
Commercial mortgage loans, net(1)
2,775,504 2,903,186 
Other Assets46,490 41,180 
Total Assets$2,822,321 $2,945,290 
Liabilities:
Secured debt arrangements, net (net of deferred financing costs of $1.7 million and $2.0 million in 2024 and 2023, respectively)
$2,054,681 $2,155,197 
Accounts payable, accrued expenses and other liabilities(2)
11,328 9,083 
Total Liabilities$2,066,009 $2,164,280 
———————
(1)Net of the General CECL Allowance of $10.8 million and $8.3 million as of March 31, 2024 and December 31, 2023, respectively.
(2)Includes General CECL Allowance related to unfunded commitments on commercial mortgage loans, net of $2.6 million and $2.5 million as of March 31, 2024 and December 31, 2023, respectively.

The table below provides the net income (loss) of the Barclays Private Securitization VIE included in our condensed consolidated statement of operations ($ in thousands):
Three months ended March 31,
20242023
Net interest income:
Interest income from commercial mortgage loans$64,523 $46,977 
Interest expense(36,083)(23,133)
Net interest income$28,440 $23,844 
Decrease (increase) in current expected credit loss allowance, net(2,565)199 
Foreign currency translation gain (loss)(12,923)10,002 
Net income$12,952 $34,045 
At March 31, 2024, our borrowings had the following remaining maturities ($ in thousands):
Less than
1 year		1 to 3
years		3 to 5
years		More than
5 years		Total
JPMorgan Facility$27,271 $1,026,802 $— $— $1,054,073 
Deutsche Bank Facility95,686 183,017 — — 278,703 
Atlas Facility— 751,207 — 751,207 
HSBC Facility— 655,767 — — 655,767 
Goldman Sachs Facility - USD— 11,605 — — 11,605 
Goldman Sachs Facility - GBP— — 158,599 — 158,599 
Barclays Facility— — 99,817 — 99,817 
MUFG Securities Facility— 202,970 — — 202,970 
Churchill Facility— 125,209 — — 125,209 
Santander Facility - USD67,500 — — 67,500 
Santander Facility - EUR54,677 — — — 54,677 
Barclays Private Securitization 379,765 1,480,142 196,456 — 2,056,364 
Revolving Credit Facility76,385 17,615 — — 94,000 
Total$701,284 $4,454,334 $454,872 $— $5,610,491 
The table above reflects the fully extended maturity date of the facility and assumes facilities with an "evergreen" feature continue to extend through the fully-extended maturity of the underlying asset and assumes underlying loans are extended with consent of financing providers.
The table below summarizes the outstanding balances at March 31, 2024, as well as the maximum and average month-end balances for the three months ended March 31, 2024 for our borrowings under secured debt arrangements ($ in thousands).
As of March 31, 2024For the three months ended March 31, 2024
 Balance
Collateral(1)
Maximum Month-End
Balance		Average Month-End
Balance
JPMorgan Facility$1,054,073 $1,869,057 $1,063,261 $1,058,968 
Deutsche Bank Facility278,703 421,949 278,703 277,741 
Goldman Sachs Facility - USD11,605 25,242 11,620 11,612 
Goldman Sachs Facility - GBP158,599 209,523 159,403 158,872 
Atlas Facility751,207 1,098,342 751,207 676,229 
HSBC Facility655,767 849,268 658,434 656,800 
Barclays Facility99,817 124,107 102,598 101,671 
MUFG Securities Facility202,970 275,579 203,999 203,318 
Churchill Facility125,209 166,563 126,080 125,644 
Santander Facility - USD67,500 99,736 67,500 67,500 
Santander Facility - EUR54,677 72,302 54,677 54,666 
Barclays Private Securitization2,056,364 2,786,288 2,146,965 2,085,304 
Revolving Credit Facility94,000 181,130 150,000 112,667 
Total$5,610,491 $8,179,086 
(1)Represents the amortized cost balance of commercial loan collateral assets and the value of net real estate assets of real property owned collateral assets.
The table below summarizes the outstanding balances at December 31, 2023, as well as the maximum and average month-end balances for the year ended December 31, 2023 for our borrowings under secured debt arrangements ($ in thousands).

As of December 31, 2023
For the year ended December 31, 2023
 Balance
Collateral(1)
Maximum Month-End
Balance		Average Month-End
Balance
JPMorgan Facility$1,061,380 $1,871,854 $1,324,226 $1,190,651 
Deutsche Bank Facility275,815 419,170 385,818 322,676 
Goldman Sachs Facility13,437 28,533 70,249 30,482 
Atlas Facility669,302 933,085 688,126 667,794 
HSBC Facility665,368 860,134 667,430 651,758 
Barclays Facility107,929 129,439 111,909 110,729 
MUFG Securities Facility204,690 278,223 206,362 200,447 
Churchill Facility126,515 168,138 130,000 128,094 
Santander Facility - USD67,500 99,648 75,000 68,125 
Santander Facility - EUR55,716 74,288 55,716 54,347 
Barclays Private Securitization2,157,157 2,911,470 2,157,157 1,896,144 
Revolving Credit Facility147,000 319,048 147,000 93,500 
Total$5,551,809 $8,093,030 
(1)Represents the amortized cost balance of commercial loan collateral assets and the value of net real estate assets of real property owned collateral assets.
Debt Covenants
The guarantees related to our secured debt arrangements contain the following financial covenants: (i) tangible net worth must be greater than $1.25 billion plus 75% of the net cash proceeds of any equity issuance after March 31, 2017; (ii) our ratio of total indebtedness to tangible net worth cannot be greater than 3.75:1 (ratio is 4.00:1 for the Revolving Credit Facility); and (iii) our liquidity cannot be less than an amount equal to the greater of 5% of total recourse indebtedness or $30.0 million. Under these covenants, our General CECL Allowance is added back to our tangible net worth calculation. The Revolving Credit Facility contains an additional financial covenant to maintain a minimum interest coverage ratio of 1.4:1. During October
2023, we modified our interest coverage ratio covenant related to the Revolving Credit Facility to a minimum of 1.4:1 from a minimum of 1.5:1.
We were in compliance with the covenants under each of our secured debt arrangements at March 31, 2024 and December 31, 2023. The impact of macroeconomic conditions on the commercial real estate markets and global capital markets, including increased interest rates, foreign currency fluctuations, changes to fiscal and monetary policy, slower economic growth or recession, labor shortages, and recent distress in the banking sector, may make it more difficult to meet or satisfy these covenants in the future.
Senior Secured Term Loans, Net
In May 2019, we entered into a $500.0 million senior secured term loan (the "2026 Term Loan"), which matures in May 2026 and contains restrictions relating to liens, asset sales, indebtedness, and investments in non-wholly owned entities. The 2026 Term Loan was issued at a price of 99.5%. During the second quarter of 2023, the 2026 Term Loan transitioned from LIBOR to SOFR and currently bears interest at SOFR plus 2.86%.
In March 2021, we entered into an additional $300.0 million senior secured term loan, with substantially the same terms as the 2026 Term Loan, (the "2028 Term Loan" and, together with the 2026 Term Loan, the "Term Loans") which matures in March 2028 and contains restrictions relating to liens, asset sales, indebtedness, and investments in non-wholly owned entities. The 2028 Term Loan was issued at a price of 99.0%. During the second quarter of 2023, the 2028 Term Loan transitioned from LIBOR to SOFR and currently bears interest at SOFR (with a floor of 0.50%) plus 3.61%.
The Term Loans are amortizing with repayments of 0.25% per quarter of the total committed principal. During the three months ended March 31, 2024 and 2023, we repaid $1.3 million of principal, respectively, related to the 2026 Term Loan. During the three months ended March 31, 2024 and 2023, we repaid $0.8 million of principal respectively related to the 2028 Term Loan.
The following table summarizes the terms of the Term Loans as of March 31, 2024 ($ in thousands):
Principal Amount
Unamortized Issuance Discount(1)
Deferred Financing Costs(1)
Carrying ValueRateMaturity Date
2026 Term Loan$476,250 $(743)$(3,923)$471,584 2.86 %5/15/2026
2028 Term Loan291,000 (1,679)(2,993)286,328 3.61 %3/11/2028
Total$767,250 $(2,422)$(6,916)$757,912 
———————
(1)     Unamortized issuance discount and deferred financing costs will be amortized to interest expense over remaining life of respective term loans.
The following table summarizes the terms of the Term Loans as of December 31, 2023 ($ in thousands):
Principal Amount
Unamortized Issuance Discount(1)
Deferred Financing Costs(1)
Carrying ValueRateMaturity Date
2026 Term Loan$477,500 $(833)$(4,302)$472,365 2.86 %5/15/2026
2028 Term Loan291,750 (1,786)(3,179)286,785 3.61 %3/11/2028
Total$769,250 $(2,619)$(7,481)$759,150 
———————
(1)     Unamortized issuance discount and deferred financing costs will be amortized to interest expense over remaining life of respective term loans.
Covenants
The financial covenants of the Term Loans include the requirements that we maintain: (i) a maximum ratio of total recourse debt to tangible net worth of 4:1; and (ii) a maximum ratio of total unencumbered assets to total pari-passu indebtedness of 2.50:1. We were in compliance with the covenants under the Term Loans at March 31, 2024 and December 31, 2023.
Interest Rate Cap
During the three months ended March 31, 2023, LIBOR exceeded the cap rate of 0.75%. As such, during the three months ended March 31, 2023, we realized a gain from the interest rate cap in the amount of $4.7 million, which is included in gain (loss) on interest rate hedging instruments in our condensed consolidated statement of operations.
Subsequent to the interest rate cap maturity on June 15, 2023, the effective all-in coupon on our 2026 Term Loan increased to one month SOFR plus the spread of 2.86%.
Senior Secured Notes, Net
In June 2021, we issued $500.0 million of 4.625% Senior Secured Notes due 2029 (the "2029 Notes"), for which we received net proceeds of $495.0 million, after deducting initial purchasers' discounts and commissions. The 2029 Notes will mature on June 15, 2029, unless earlier repurchased or redeemed. The 2029 Notes are secured by a first-priority lien, and rank pari-passu in right of payment with all of our existing and future first lien obligations, including indebtedness under the Term Loans. The 2029 Notes were issued at par and contain covenants relating to liens, indebtedness, and investments in non-wholly owned entities. The 2029 Notes had a carrying value of $495.8 million and $495.6 million, net of deferred financing costs of $4.2 million and $4.4 million, as of March 31, 2024 and December 31, 2023, respectively.
Covenants
The 2029 Notes include certain covenants including a requirement that we maintain a ratio of total unencumbered assets to total pari-passu indebtedness of at least 1.20:1. As of March 31, 2024 and December 31, 2023, we were in compliance with all covenants.
Participations Sold
Participations sold represented the subordinate interests in loans we originated and subsequently partially sold. We account for participations sold as secured borrowings on our condensed consolidated balance sheet with both assets and non-recourse liabilities because the participations do not qualify as a sale under ASC 860. The income earned on the participations sold is recorded as interest income and an identical amount is recorded as interest expense in our condensed consolidated statements of operations.
In December 2020, we sold a £6.7 million ($8.9 million assuming conversion into USD at time of transfer) interest, at par, in a first mortgage loan collateralized by an office building located in London, United Kingdom that was originated by us in December 2017. In connection with this sale, we transferred our remaining unfunded commitment of £19.1 million ($25.3 million assuming conversion into USD at time of transfer). The participation interest sold was subordinate to our first mortgage loan and was accounted for as a secured borrowing on our consolidated balance sheet. In January 2023, the first mortgage loan, including participations sold, was fully satisfied, including all contractual and default interest accrued to date. We had no participations sold as of the three months ended March 31, 2024 and December 31, 2023.