Long-Term Debt

3 Months Ended

Mar. 31, 2024

The tables below summarize our long-term debt, including the facilities that are available to us, the outstanding balances, the weighted average interest rates, and the maturity information at March 31, 2024 and December 31, 2023.

Table 16.1 – Long-Term Debt


	March 31, 2024
(Dollars in Thousands)	Borrowings		Unamortized Deferred Issuance Costs / Discount		Net Carrying Value		Limit		Weighted Average Interest Rate (1)		Final Maturity
Facilities
Recourse Subordinate Securities Financing
Facility C	$	55,526	$	—	$	55,526	N/A		5.00	%	6/2026
Non-Recourse Residential Investor Loan Financing
Facility D	475,072		—		475,072		$	750,000	SOFR + 2.76%		N/A
Recourse Residential Investor Loan Financing
Facility F	—		—		—		500,000		SOFR + 2.25%-2.60%		9/2025
Facility H	368,363		—		368,363		450,000		SOFR + 2.25%-2.60%		7/2025
Facility I	228,970		—		228,970		450,000		SOFR + 2.25%-2.45%		6/2025
Facility J	25,368		(824)		24,544		100,000		AMERIBOR + 5.00%		12/2026
Other Recourse Financing
Facility K	—		—		—		200,000		SOFR + 5.00%		3/2026
Total Long-Term Debt Facilities	1,153,299		(824)		1,152,475
Convertible notes
5.75% exchangeable senior notes	156,666		(1,320)		155,346		N/A		5.75	%	10/2025
7.75% convertible senior notes	207,410		(4,499)		202,911		N/A		7.75	%	6/2027
Trust preferred securities and subordinated notes	139,500		(675)		138,825		N/A		SOFR + 2.51%		7/2037
Senior Notes	60,000		(2,419)		57,581		N/A		9.13	%	3/2029
Total Long-Term Debt	$	1,716,875	$	(9,737)	$	1,707,138


	December 31, 2023
(Dollars in Thousands)	Borrowings		Unamortized Deferred Issuance Costs / Discount		Net Carrying Value		Limit		Weighted Average Interest Rate (1)		Final Maturity
Facilities
Recourse Subordinate Securities Financing
Facility B	$	101,228	$	—	$	101,228	N/A		5.71	%	2/2025
Facility C	57,982		—		57,982		N/A		4.75	%	6/2026
Non-Recourse Residential Investor Loan Financing
Facility D	481,465		(194)		481,271		$	750,000	SOFR + 2.94%		N/A
Facility E	70,858		(750)		70,108		100,000		SOFR + 3.25%		12/2025
Recourse Residential Investor Loan Financing
Facility F	40,827		(86)		40,741		500,000		SOFR + 2.35%-2.60%		9/2025
Facility H	244,263		—		244,263		450,000		SOFR + 2.40%-2.60%		7/2025
Facility I	176,986		—		176,986		450,000		SOFR + 2.25%-2.45%		3/2025
Facility J	8,985		(646)		8,339		100,000		AMERIBOR + 5.00%		12/2026
Total Long-Term Debt Facilities	1,182,594		(1,676)		1,180,918
Convertible notes
5.75% exchangeable senior notes	156,666		(1,528)		155,138		N/A		5.75	%	10/2025
7.75% convertible senior notes	210,910		(4,878)		206,032		N/A		7.75	%	6/2027
Trust preferred securities and subordinated notes	139,500		(687)		138,813		N/A		SOFR + 2.51%		7/2037
Total Long-Term Debt	$	1,689,670	$	(8,769)	$	1,680,901

(1)Variable rate borrowings are based on 1- or 3-month AMERIBOR or SOFR, plus an applicable spread.

Refer to Note 16 to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2023, for a full description of our long-term debt.

During the three months ended March 31, 2024, we repurchased $4 million par value of our 7.75% convertible senior notes at a discount and recorded a gain on extinguishment of $0.1 million in Realized gains, net on our consolidated statements of income.

The following table below presents the value of loans, securities, and other assets pledged as collateral under our long-term debt at March 31, 2024 and December 31, 2023.

Table 16.2 – Collateral for Long-Term Debt


(In Thousands)	March 31, 2024		December 31, 2023
Collateral Type
Residential investor bridge loans	$	1,223,044	$	1,205,366
Residential investor term loans	212,589		122,541

Real estate securities

CAFL securitizations (1)	115,025		237,607



Total Collateral for Long-Term Debt	$	1,550,658	$	1,565,514

(1)Represents securities we have retained from consolidated securitization entities. For GAAP purposes, we consolidate the loans and non-recourse ABS debt issued from these securitizations.

The following table summarizes the accrued interest payable on long-term debt at March 31, 2024 and December 31, 2023.

Table 16.3 – Accrued Interest Payable on Long-Term Debt


(In Thousands)	March 31, 2024		December 31, 2023
Long-term debt facilities	$	5,498	$	5,502
Convertible notes
5.75% exchangeable senior notes	4,503		2,251
7.75% convertible senior notes	4,573		566
Trust preferred securities and subordinated notes	1,881		1,929
Senior Notes	1,049		—
Total Accrued Interest Payable on Long-Term Debt	$	17,504	$	10,248

Recourse Subordinate Securities Financing Facilities

In 2020, a subsidiary of Redwood entered into a repurchase agreement providing non-marginable recourse debt financing of certain securities retained from our consolidated CAFL securitizations. The financing is fully and unconditionally guaranteed by Redwood, with an interest rate of approximately 4.21% through February 2023, increasing to 5.71% from March 2023 through February 2024, and to 7.21% from March 2024 through February 2025. The financing facility may be terminated at our option, beginning in February 2023, and has a final maturity in February 2025. During the three months ended March 31, 2024, we reclassified this facility from long-term to short-term debt (Facility B in Table 16.1 above at December 31, 2023) when the maturity of this facility became less than a year.

In 2021, a subsidiary of Redwood entered into a repurchase agreement providing non-marginable recourse debt financing of certain securities retained from our consolidated CAFL securitizations (Facility C in Table 16.1 above). The financing is guaranteed by Redwood, with an interest rate of approximately 4.75% through June 2024, increasing to 6.25% from July 2024 through June 2025, and to 7.75% from July 2025 to June 2026. The financing facility may be terminated at our option, beginning in June 2023, and has a final maturity in June 2026.

Other Recourse Financing

During the three months ended March 31, 2024 we entered into a corporate secured revolving financing facility with CPP Investments to provide recourse debt financing secured by previously unencumbered assets, such as retained Residential Consumer and Residential Investor subordinate securities and other investments, as well as equity in certain operating subsidiaries (Facility K in Table 16.1 above). At March 31, 2024, this facility had a borrowing limit of $200 million and a two-year term, with a one-year extension option. Subsequent to March 31, 2024, we exercised our right under the terms of the facility with CPP Investments to increase the borrowing limit of this facility to $250 million.

Senior Notes

In January 2024, Redwood issued $60 million of 9.125% Senior Notes due in 2029. The Senior Notes are senior unsecured obligations of Redwood and bear interest at a rate equal to 9.125% per year, payable quarterly in arrears on March 1, June 1, September 1 and December 1 of each year, beginning on June 1, 2024. The Senior Notes mature on March 1, 2029. We may redeem the Senior Notes, in whole or in part, at any time on or after March 1, 2026 at a redemption price equal to 100% of the principal amount redeemed plus accrued and unpaid interest.