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Senior Secured Term Loan, Net
 6 Months Ended
Jun. 30, 2024
Debt Disclosure [Abstract]  
Senior Secured Term Loan, Net

Note 7 – 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 six months ended June 30, 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 £125.6 million ($158.9 million, assuming conversion into USD) of additional borrowing capacity.

Additionally, during the six months ended June 30, 2024, we upsized the Barclays facility by $300.0 million and the Atlas Facility by $113.5 million. The amendment to upsize the Atlas Facility also 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. Furthermore, we have repaid the full amount of borrowings outstanding on both the Goldman Sachs USD and Santander EUR facilities.

Our borrowings under secured debt arrangements as of June 30, 2024 and December 31, 2023 are detailed in the following table ($ in thousands):

 

 

June 30, 2024

 

December 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)

 

$

1,482,701

 

 

$

1,016,233

 

 

September 2026

 

$

1,482,584

 

 

$

1,043,964

 

 

September 2026

JPMorgan Facility - GBP(3)(4)

 

 

17,299

 

 

 

17,299

 

 

September 2026

 

 

17,416

 

 

 

17,416

 

 

September 2026

Deutsche Bank Facility - USD(3)

 

 

700,000

 

 

 

177,979

 

 

March 2026

 

 

700,000

 

 

 

275,815

 

 

March 2026

Atlas Facility - USD(5)

 

 

800,000

 

 

 

756,416

 

 

March 2027(6)

 

 

686,527

 

 

 

669,302

 

 

April 2027(7)(8)

HSBC Facility - GBP

 

 

381,373

 

 

 

381,373

 

 

May 2025

 

 

383,967

 

 

 

383,967

 

 

May 2025

HSBC Facility - EUR

 

 

273,089

 

 

 

273,089

 

 

January 2026(8)

 

 

281,401

 

 

 

281,401

 

 

January 2026

Goldman Sachs Facility - USD

 

 

—

 

 

 

—

 

 

N/A(9)

 

 

13,437

 

 

 

13,437

 

 

November 2025(9)

Goldman Sachs Facility - GBP

 

 

158,863

 

 

 

158,863

 

 

January 2029

 

 

—

 

 

 

—

 

 

N/A

Barclays Facility - USD

 

 

500,000

 

 

 

353,153

 

 

March 2027(7)

 

 

200,000

 

 

 

107,929

 

 

June 2027(7)

MUFG Securities Facility - GBP

 

 

203,308

 

 

 

203,308

 

 

August 2025(7)

 

 

204,690

 

 

 

204,690

 

 

June 2025(7)

Churchill Facility - USD

 

 

130,000

 

 

 

123,902

 

 

April 2026

 

 

130,000

 

 

 

126,515

 

 

March 2026

Santander Facility - USD

 

 

300,000

 

 

 

67,500

 

 

February 2026(7)

 

 

300,000

 

 

 

67,500

 

 

February 2026(7)

Santander Facility - EUR(10)

 

 

—

 

 

 

—

 

 

N/A

 

 

59,611

 

 

 

55,716

 

 

August 2024

Total Secured Credit Facilities

 

 

4,946,633

 

 

 

3,529,115

 

 

 

 

 

4,459,633

 

 

 

3,247,652

 

 

 

Barclays Private Securitization - GBP, EUR, SEK

 

 

2,093,561

 

 

 

2,093,561

 

 

July 2026(8)

 

 

2,369,125

 

 

 

2,157,157

 

 

June 2026(8)

Revolving Credit Facility - USD(11)

 

 

170,000

 

 

 

17,000

 

 

March 2026

 

 

170,000

 

 

 

147,000

 

 

March 2026

Total Secured Debt Arrangements

 

 

7,210,194

 

 

 

5,639,676

 

 

 

 

 

6,998,758

 

 

 

5,551,809

 

 

 

Less: deferred financing costs

 

 

N/A

 

 

 

(10,751

)

 

 

 

 

N/A

 

 

 

(13,333

)

 

 

Total Secured Debt Arrangements, net(12)(13)(14)

 

$

7,210,194

 

 

$

5,628,925

 

 

 

 

$

6,998,758

 

 

$

5,538,476

 

 

 

 

(1)
As of June 30, 2024, British Pound Sterling("GBP"), Euro ("EUR"), and Swedish Krona ("SEK") borrowings were converted to USD at a rate of 1.26, 1.07, 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 June 30, 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 Q4 2023. 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. The facility was terminated during the three months ended June 30, 2024, in conjunction with repayment of the underlying loan securing the facility.
(10)
The facility was terminated during the three months ended June 30, 2024 in conjunction with repayment of the underlying loan securing the facility.
(11)
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.
(12)
Weighted-average borrowing costs as of June 30, 2024 and December 31, 2023 were applicable benchmark rates and credit spread adjustments, plus spreads of USD: +2.51% / GBP: +2.23% / EUR: +1.89% / SEK: +1.50% and USD: +2.49% / GBP: +2.21% / EUR: +1.86%/ SEK: +1.50%, respectively.
(13)
Weighted-average advance rates based on cost as of June 30, 2024 and December 31, 2023 were 69.1% (63.9% (USD) / 73.4% (GBP) / 71.3% (EUR) /
80.3% (SEK)) and 68.4% (62.9% (USD) / 72.5% (GBP) / 72.1% (EUR) / 80.4% (SEK)), respectively.
(14)
As of June 30, 2024 and December 31, 2023, approximately 50% and 58%, 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 June 30, 2024 and December 31, 2023, the weighted-average haircut under our secured debt arrangements was approximately 30.9% 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, the Credit Suisse Facility was acquired by Atlas ("Atlas Facility"). For full discussion of this transaction, refer to "Note 15 - Related Party Transactions."

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 June 30, 2024 and December 31, 2023, we had $17.0 million and $147.0 million, respectively, outstanding on the Revolving Credit Facility. During the three and six months ended June 30, 2024, we recorded $77.1 thousand and $110.7 thousand in unused fees and $0.4 million and $2.3 million in contractual interest expense, respectively. During the three and six months ended June 30, 2023, we recorded $85.9 thousand and $113.3 thousand in unused fees, respectively.

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 June 30, 2024 and December 31, 2023 ($ in thousands):

 

 

June 30, 2024

 

Local Currency

 

Count

 

Outstanding
Principal

 

 

Carrying Value

 

GBP

 

7

 

$

1,765,416

 

 

$

1,746,563

 

EUR

 

5

 

 

861,624

 

 

 

854,049

 

SEK

 

1

 

 

234,334

 

 

 

232,965

 

Total

 

13

 

$

2,861,374

 

 

$

2,833,577

 

 

 

December 31, 2023

 

Local Currency

 

Count

 

Outstanding
Principal

 

 

Carrying Value

 

GBP

 

7

 

$

1,662,457

 

 

$

1,643,979

 

EUR

 

6

 

 

1,021,272

 

 

 

1,012,987

 

SEK

 

1

 

 

248,088

 

 

 

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 June 30, 2024 ($ in thousands):

 

 

Borrowings
Outstanding(1)

 

 

Fully-Extended
Maturity(2)

Total/Weighted-Average GBP

 

$

1,302,697

 

 

July 2026

Total/Weighted-Average EUR

 

 

603,397

 

 

September 2026(3)

Total/Weighted-Average SEK

 

 

187,467

 

 

May 2026

Total/Weighted-Average Securitization

 

$

2,093,561

 

 

July 2026

 

(1)
As of June 30, 2024, we had £1.0 billion, €563.2 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 GBP

 

 

1,234,740

 

 

June 2026

Total/Weighted-Average EUR

 

 

723,947

 

 

May 2026(3)

Total/Weighted-Average SEK

 

 

198,470

 

 

May 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 kr$2.0 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):

 

 

June 30, 2024

 

 

December 31, 2023

 

Assets:

 

 

 

 

 

 

Cash

 

$

251

 

 

$

924

 

Commercial mortgage loans, net(1)

 

 

2,833,577

 

 

 

2,903,186

 

Other Assets

 

 

41,074

 

 

 

41,180

 

Total Assets

 

$

2,874,902

 

 

$

2,945,290

 

Liabilities:

 

 

 

 

 

 

Secured debt arrangements, net (net of deferred financing costs of $1.6 million and $2.0 million in 2024 and 2023, respectively)

 

$

2,091,979

 

 

$

2,155,197

 

Accounts payable, accrued expenses and other liabilities(2)

 

 

9,174

 

 

 

9,083

 

Total Liabilities

 

$

2,101,153

 

 

$

2,164,280

 

 

(1)
Net of the General CECL Allowance of $12.3 million and $8.3 million as of June 30, 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 June 30, 2024 and December 31, 2023, respectively.

The table below provides the net income of the Barclays Private Securitization VIE included in our condensed consolidated statement of operations ($ in thousands):

 

 

Three months ended June 30,

 

 

Six months ended June 30,

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Net interest income:

 

 

 

 

 

 

 

 

 

 

 

 

Interest income from commercial mortgage loans

 

$

63,596

 

 

$

52,781

 

 

$

128,119

 

 

$

99,758

 

Interest expense

 

 

(36,019

)

 

 

(27,241

)

 

 

(72,102

)

 

 

(50,374

)

Net interest income

 

$

27,577

 

 

$

25,540

 

 

$

56,017

 

 

$

49,384

 

General and administrative expense

 

$

(2

)

 

$

(7

)

 

$

(2

)

 

$

(7

)

Decrease (increase) in current expected credit loss allowance, net

 

 

(1,574

)

 

 

(774

)

 

 

(4,139

)

 

 

(575

)

Foreign currency translation gain (loss)

 

 

(487

)

 

 

10,709

 

 

 

(13,410

)

 

 

20,711

 

Net income

 

$

25,514

 

 

$

35,468

 

 

$

38,466

 

 

$

69,513

 

 

At June 30, 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

 

$

27,299

 

 

$

1,006,233

 

 

$

—

 

 

$

—

 

 

$

1,033,532

 

Deutsche Bank Facility

 

 

—

 

 

 

177,979

 

 

 

—

 

 

 

—

 

 

 

177,979

 

Atlas Facility

 

 

—

 

 

 

756,416

 

 

 

—

 

 

 

—

 

 

 

756,416

 

HSBC Facility

 

 

500,938

 

 

 

153,524

 

 

 

—

 

 

 

—

 

 

 

654,462

 

Goldman Sachs Facility - GBP

 

 

—

 

 

 

—

 

 

 

158,863

 

 

 

—

 

 

 

158,863

 

Barclays Facility

 

 

—

 

 

 

353,153

 

 

 

—

 

 

 

—

 

 

 

353,153

 

MUFG Securities Facility

 

 

203,308

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

203,308

 

Churchill Facility

 

 

—

 

 

 

123,902

 

 

 

—

 

 

 

—

 

 

 

123,902

 

Santander Facility - USD

 

 

67,500

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

67,500

 

Barclays Private Securitization

 

 

446,764

 

 

 

1,451,855

 

 

 

194,942

 

 

 

—

 

 

 

2,093,561

 

Revolving Credit Facility

 

 

—

 

 

 

17,000

 

 

 

—

 

 

 

—

 

 

 

17,000

 

Total

 

$

1,245,809

 

 

$

4,040,062

 

 

$

353,805

 

 

$

—

 

 

$

5,639,676

 

 

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 June 30, 2024, as well as the maximum and average month-end balances for the six months ended June 30, 2024 for our borrowings under secured debt arrangements ($ in thousands).

 

 

As of June 30, 2024

 

 

For the six months ended June 30, 2024

 

 

Balance

 

 

Collateral(1)

 

 

Maximum
Month-End
Balance

 

 

Average
Month-End
Balance

 

JPMorgan Facility

 

$

1,033,532

 

 

 

1,832,152

 

 

 

1,063,261

 

 

$

1,050,021

 

Deutsche Bank Facility

 

 

177,979

 

 

 

283,753

 

 

 

278,703

 

 

 

229,539

 

Goldman Sachs Facility - USD

 

 

—

 

 

 

—

 

 

 

11,620

 

 

 

5,806

 

Goldman Sachs Facility - GBP

 

 

158,863

 

 

 

210,043

 

 

 

160,082

 

 

 

158,750

 

Atlas Facility

 

 

756,416

 

 

 

1,106,774

 

 

 

758,201

 

 

 

716,764

 

HSBC Facility

 

 

654,462

 

 

 

852,491

 

 

 

660,827

 

 

 

655,723

 

Barclays Facility

 

 

353,153

 

 

 

458,646

 

 

 

353,153

 

 

 

142,967

 

MUFG Securities Facility

 

 

203,308

 

 

 

276,781

 

 

 

204,867

 

 

 

203,163

 

Churchill Facility

 

 

123,902

 

 

 

164,987

 

 

 

126,080

 

 

 

124,991

 

Santander Facility - USD

 

 

67,500

 

 

 

99,824

 

 

 

67,500

 

 

 

67,500

 

Santander Facility - EUR

 

 

—

 

 

 

—

 

 

 

54,677

 

 

 

45,368

 

Barclays Private Securitization

 

 

2,093,561

 

 

 

2,845,877

 

 

 

2,146,965

 

 

 

2,082,679

 

Revolving Credit Facility

 

 

17,000

 

 

 

27,089

 

 

 

150,000

 

 

 

66,167

 

Total

 

$

5,639,676

 

 

$

8,158,417

 

 

 

 

 

 

 

 

(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 Facility

 

 

275,815

 

 

 

419,170

 

 

 

385,818

 

 

 

322,676

 

Goldman Sachs Facility

 

 

13,437

 

 

 

28,533

 

 

 

70,249

 

 

 

30,482

 

Atlas Facility

 

 

669,302

 

 

 

933,085

 

 

 

688,126

 

 

 

667,794

 

HSBC Facility

 

 

665,368

 

 

 

860,134

 

 

 

667,430

 

 

 

651,758

 

Barclays Facility

 

 

107,929

 

 

 

129,439

 

 

 

111,909

 

 

 

110,729

 

MUFG Securities Facility

 

 

204,690

 

 

 

278,223

 

 

 

206,362

 

 

 

200,447

 

Churchill Facility

 

 

126,515

 

 

 

168,138

 

 

 

130,000

 

 

 

128,094

 

Santander Facility - USD

 

 

67,500

 

 

 

99,648

 

 

 

75,000

 

 

 

68,125

 

Santander Facility - EUR

 

 

55,716

 

 

 

74,288

 

 

 

55,716

 

 

 

54,347

 

Barclays Private Securitization

 

 

2,157,157

 

 

 

2,911,470

 

 

 

2,157,157

 

 

 

1,896,144

 

Revolving Credit Facility

 

 

147,000

 

 

 

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 June 30, 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.

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 and six months ended June 30, 2024 and 2023, we repaid $1.3 million and $2.5 million of principal, respectively, related to the 2026 Term Loan. During the three and six months ended June 30, 2024 and 2023, we repaid $750 thousand and $1.5 million of principal respectively related to the 2028 Term Loan.

The following table summarizes the terms of the Term Loans as of June 30, 2024 ($ in thousands):

 

 

Principal Amount

 

 

Unamortized Issuance Discount(1)

 

 

Deferred Financing Costs(1)

 

 

Carrying Value

 

 

Rate

 

 

Maturity Date

2026 Term Loan

 

$

475,000

 

 

$

(655

)

 

$

(3,545

)

 

$

470,800

 

 

 

2.86

%

 

5/15/2026

2028 Term Loan

 

 

290,250

 

 

 

(1,571

)

 

 

(2,806

)

 

 

285,873

 

 

 

3.61

%

 

3/11/2028

Total

 

$

765,250

 

 

$

(2,226

)

 

$

(6,351

)

 

$

756,673

 

 

 

 

 

 

 

(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 Value

 

 

Rate

 

 

Maturity Date

2026 Term Loan

 

$

477,500

 

 

$

(833

)

 

$

(4,302

)

 

$

472,365

 

 

 

2.86

%

 

5/15/2026

2028 Term Loan

 

 

291,750

 

 

 

(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 ratio of total unencumbered assets to total pari-passu indebtedness of at least 2.50:1. We were in compliance with the covenants under the Term Loans at June 30, 2024 and December 31, 2023.

Interest Rate Cap

In June 2020, we entered into an interest rate cap to manage our exposure to variable cash flows on our borrowings under our 2026 senior secured term loan by effectively limiting LIBOR from exceeding 0.75%. This limited the maximum all-in coupon on our 2026 senior secured term loan to 3.50%.

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%. Refer to "Note 11 – Derivatives" for further detail.

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 June 30, 2024 or December 31, 2023.