
	March 31, 2021
(In Thousands)	Unpaid Principal Balance		Amortized Cost Balance		Fair Value/Carrying Value(1)
Financing agreements, at fair value
Agreements with non-mark-to-market collateral provisions	$	1,039,205	$	1,039,205	$	1,041,283
Agreements with mark-to-market collateral provisions	1,180,287		1,180,287		1,180,287
Securitized debt	748,717		748,708		753,008
Total Financing agreements, at fair value	$	2,968,209	$	2,968,200	$	2,974,578

Other financing agreements
Securitized debt	$	800,137			$	795,912
Convertible senior notes	230,000				225,492
Total Financing agreements at carrying value	$	1,030,137			$	1,021,404
Total Financing agreements	$	3,998,346			$	3,995,982


	December 31, 2020
(In Thousands)	Unpaid Principal Balance		Amortized Cost Balance		Fair Value/Carrying Value(1)
Financing agreements, at fair value
Agreements with non-mark-to-market collateral provisions	$	1,156,899	$	1,156,899	$	1,159,213
Agreements with mark-to-market collateral provisions	1,338,077		1,338,077		1,338,077
Securitized debt	866,203		857,553		869,482
Total Financing agreements, at fair value	$	3,361,179	$	3,352,529	$	3,366,772

Other financing agreements
Securitized debt	$	648,300			$	645,027
Convertible senior notes	230,000				225,177
Senior notes	100,000				100,000
Total Financing agreements at carrying value	$	978,300			$	970,204
Total Financing agreements	$	4,339,479			$	4,336,976

(1) Financing agreements at fair value are reported at estimated fair value each period as a result of the Company’s fair value option election. Other financing arrangements are reported at their carrying value (amortized cost basis) as the fair value option was not elected on these liabilities. Consequently, Total Financing agreements as presented reflects a summation of balances reported at fair value and carrying value.

During the second quarter of 2020, the Company entered into a $500 million senior secured credit agreement. In addition, in conjunction with its exit from forbearance arrangements, the Company entered into several new asset backed financing arrangements and renegotiated financing arrangements for certain assets with existing lenders, which together resulted in the Company essentially refinancing the majority of its investment portfolio. The Company elected the fair value option on these financing arrangements, primarily to simplify the accounting associated with costs incurred to establish the new facilities or renegotiate existing facilities.

The Company considers the most relevant feature that distinguishes between the various asset backed financing arrangements is how the financing arrangement is collateralized, including the ability of the lender to make margin calls on the Company based on changes in value of the underlying collateral securing the financing. Accordingly, further details are provided below regarding assets that are financed with agreements that have non-mark-to-market collateral provisions and assets that are financed with agreements that have mark-to-market collateral provisions.

The Company and certain of its subsidiaries entered into a non-mark-to-market term loan facility with certain lenders with an initial borrowing capacity of $1.65 billion. The Company’s borrowing subsidiaries have pledged, as collateral security for the facility, certain of their residential whole loans (excluding Rehabilitation loans), as well as the equity in subsidiaries that own the loans. The facility has an initial term of two years, which may be extended for up to an additional three years, subject to certain conditions, including the payment of an extension fee and provided that no events of default have occurred. For the initial two-year term, the financing cost for the facility will be calculated at a spread over the lender’s financing cost, which, depending on the lender, is expected to be based either on three-month London Interbank Offered Rate (‘LIBOR”), or an index that it expected over time to be closely correlated to changes in three-month LIBOR. At March 31, 2021, the amount financed under this facility was approximately $837.8 million.

In addition, the Company also entered into non-mark-to-market financing facilities on Rehabilitation loans. Under these facilities, Rehabilitation loans, as well as the equity in subsidiaries that own the loans, are pledged as collateral. The facilities have a two-year term and the financing cost is calculated at a spread over three-month LIBOR. At March 31, 2021, the amount financed under these facilities was approximately $203.5 million.


(Dollars in Thousands)	March 31, 2021			December 31, 2020
Non-mark-to-market financing secured by residential whole loans at carrying value	$	794,634		$	906,466
Fair value of residential whole loans at carrying value pledged as collateral under financing agreements	$	1,313,629		$	1,500,100
Weighted average haircut on residential whole loans at carrying value	38.62		%	38.36		%
Non-mark-to-market financing secured by residential whole loans at fair value	$	239,654		$	249,659
Fair value of residential whole loans at fair value pledged as collateral under financing agreements	$	427,234		$	430,183
Weighted average haircut on residential whole loans at fair value	43.89		%	42.69		%
Non-mark-to-market financing secured by real estate owned	$	6,995		$	3,088
Fair value of real estate owned pledged as collateral under financing agreements	$	16,183		$	7,441
Weighted average haircut on real estate owned	56.41		%	59.65		%

In addition to entering into the financing arrangements discussed above, the Company also entered into a reinstatement agreement with certain lending counterparties that facilitated its exit from the forbearance arrangements that the Company had previously entered into. In connection with the reinstatement agreement, terms of its prior financing arrangements on certain residential whole loans, residential mortgage securities, and MSR-related assets were renegotiated and those arrangements were reinstated on a go-forward basis. These financing arrangements continue to contain mark-to-market provisions that permit the lending counterparties to make margin calls on the Company should the value of the pledged collateral decline. The Company is also permitted to recover previously posted margin payments, should values of the pledged collateral subsequently increase. These facilities generally have a maturity ranging from one to three months and can be renewed at the discretion of the lending counterparty at financing costs reflecting prevailing market pricing. At March 31, 2021, the amount financed under these agreements was approximately $1.2 billion.


(Dollars in Thousands)	March 31, 2021			December 31, 2020
Mark-to-market financing agreements secured by residential whole loans at carrying value	$	732,442		$	839,594
Fair value of residential whole loans at carrying value pledged as collateral under financing agreements (1)	$	1,168,394		$	1,297,243
Weighted average haircut on residential whole loans at carrying value (2)	34.39		%	32.57		%
Mark-to-market financing agreements secured by residential whole loans at fair value	$	236,321		$	273,959
Residential whole loans at fair value pledged as collateral under financing agreements (1)	$	468,279		$	501,570
Weighted average haircut on residential whole loans at fair value (2)	48.71		%	39.02		%
Mark-to-market financing agreements secured by securities at fair value	$	200,746		$	213,915
Securities at fair value pledged as collateral under financing agreements	$	350,115		$	399,999
Weighted average haircut on securities at fair value (2)	40.06		%	41.16		%
Mark-to-market financing agreements secured by real estate owned	$	10,778		$	10,609
Fair value of real estate owned pledged as collateral under financing agreements	$	37,108		$	22,525
Weighted average haircut on real estate owned (2)	51.76		%	55.25		%

(1)At March 31, 2021 and December 31, 2020, includes Non-Agency MBS with an aggregate fair value of $36.3 million and $141.9 million, respectively, obtained in connection with the Company’s loan securitization transactions that are eliminated in consolidation.

The following table presents repricing information (excluding the impact of associated derivative hedging instruments, if any) about the Company’s financing agreements that have non-mark-to-market collateral provisions as well as those that have mark-to-market collateral provisions, at March 31, 2021 and December 31, 2020:


	March 31, 2021				December 31, 2020
	Amortized Cost Basis		Weighted Average Interest Rate		Amortized Cost Basis		Weighted Average Interest Rate
Time Until Interest Rate Reset
(Dollars in Thousands)
Within 30 days	$	2,083,420	3.08	%	$	2,494,976	3.16	%
Over 30 days to 3 months	136,072		2.14		—		—
Over 3 months to 12 months	—		—		—		—
Over 12 months	—		—		—		—
Total financing agreements	$	2,219,492	3.02	%	$	2,494,976	3.16	%

The Company had financing agreements, including repurchase agreements and other forms of secured financing with seven counterparties at both March 31, 2021 and December 31, 2020, respectively. The following table presents information with respect to each counterparty under financing agreements for which the Company had greater than 5% of stockholders’ equity at risk in the aggregate at March 31, 2021:


	March 31, 2021
	Counterparty Rating (1)	Amount at Risk (2)		Weighted Average Months to Repricing for Repurchase Agreements	Percent of Stockholders’ Equity
Counterparty
(Dollars in Thousands)
Barclays Bank	BBB/Aa3/A	$	489,085	1	19.2	%
Wells Fargo	A+/Aa2/AA-	398,559		1	15.7
Credit Suisse	BBB+/Baa1/A-	341,065		1	13.4
Goldman Sachs (3)	BBB+/A2/A	149,368		1	5.9

(2)The amount at risk reflects the difference between (a) the amount loaned to the Company through financing agreements, including interest payable, and (b) the cash and the fair value of the securities pledged by the Company as collateral, including accrued interest receivable on such securities.

On June 26, 2020, the Company entered into a $500 million senior secured term loan facility (the “Term Loan Facility”) with certain funds, accounts and/or clients managed by affiliates of Apollo Global Management, Inc. and affiliates of Athene Holding Ltd. The outstanding balance of the Term Loan Facility was repaid and the Term Loan Facility was terminated prior to December 31, 2020.

These arrangements were either entered into prior to the Company experiencing financial difficulties related to COVID-19, or, in the case of the Company’s recent securitizations, after the Company’s exit from forbearance, and were not subject to the forbearance arrangements that were entered into by the Company or any negotiations related to the Company’s exit from those arrangements.

Securitized debt represents third-party liabilities of consolidated VIEs and excludes liabilities of the VIEs acquired by the Company that are eliminated in consolidation. The third-party beneficial interest holders in the VIEs have no recourse to the general credit of the Company. The weighted average fixed rate on the securitized debt was 1.71% at March 31, 2021 (see Notes 10 and 15 for further discussion).

On June 3, 2019, the Company issued $230.0 million in aggregate principal amount of its Convertible Senior Notes in an underwritten public offering, including an additional $30.0 million issued pursuant to the exercise of the underwriters’ option to purchase additional Convertible Senior Notes. The total net proceeds the Company received from the offering were approximately $223.3 million, after deducting offering expenses and the underwriting discount. The Convertible Senior Notes bear interest at a fixed rate of 6.25% per year, paid semiannually on June 15 and December 15 of each year commencing December 15, 2019 and will mature on June 15, 2024, unless earlier converted, redeemed or repurchased in accordance with their terms. The Convertible Senior Notes are convertible at the option of the holders at any time until the close of business on the business day immediately preceding the maturity date into shares of the Company’s common stock based on an initial

conversion rate of 125.7387 shares of the Company’s common stock for each $1,000 principal amount of the Convertible Senior Notes, which is equivalent to an initial conversion price of approximately $7.95 per share of common stock. The Convertible Senior Notes have an effective interest rate, including the impact of amortization to interest expense of debt issuance costs, of 6.94%. The Company does not have the right to redeem the Convertible Senior Notes prior to maturity, except to the extent necessary to preserve its status as a REIT, in which case the Company may redeem the Convertible Senior Notes, in whole or in part, at a redemption price equal to the principal amount redeemed plus accrued and unpaid interest.

The Convertible Senior Notes are the Company’s senior unsecured obligations and are effectively junior to all of the Company’s secured indebtedness, which includes the Company’s repurchase agreements and other financing arrangements, to the extent of the value of the collateral securing such indebtedness and equal in right of payment to the Company’s existing and future senior unsecured obligations, including the Senior Notes.