Borrowings

9 Months Ended

Sep. 30, 2024

Long-Term Debt, Unclassified [Abstract]

The following table summarizes the Company’s borrowings, which include repurchase agreements with the Company’s customers and borrowings, at September 30, 2024 and December 31, 2023:


(dollars in thousands)	Borrowings - Principal		Unamortized Deferred Issuance Costs		Net Borrowings Outstanding		Available Capacity (1)		Maturity Dates	Interest Rates (2)
September 30, 2024:
Customer repurchase agreements	$	32,040	$	—	$	32,040	$	—	N/A	3.31%

Short-term borrowings:
Secured borrowings:
FHLB	240,000		—		240,000		1,203,126		April 1, 2025	5.20%
FRB:
BTFP	1,000,000		—		1,000,000		—		January 15, 2025	4.76%
Discount window	—		—		—		1,839,552		N/A	N/A
Raymond James repurchase agreement	—		—		—		18,604		N/A	N/A
Subordinated notes	—		—		—		—		N/A	N/A
Total	1,240,000		—		1,240,000		3,061,282

Long-term borrowings:
Senior notes	77,665		(1,853)		75,812		—		September 30, 2029	10.00	%
Total borrowings	$	1,349,705	$	(1,853)	$	1,347,852	$	3,061,282

December 31, 2023:
Customer repurchase agreements	$	30,587	$	—	$	30,587	$	—	N/A	3.42%

Short-term borrowings:
Secured borrowings:
FHLB	—		—		—		1,271,846		N/A	N/A
FRB:
BTFP	1,300,000		—		1,300,000		598,870		March 22, 2024	4.53%
Discount window	—		—		—		601,504		N/A	N/A
Raymond James repurchase agreement	—		—		—		17,993		N/A	N/A
Subordinated notes	70,000		(82)		69,918		—		September 1, 2024	5.75%

Long-term borrowings:
Senior notes	—		—		—		—		N/A	N/A
Total borrowings	$	1,400,587	$	(82)	$	1,400,505	$	2,490,213

(1)Available capacity on the Company's borrowing arrangements with the FHLB, the FRB and the Raymond James repurchase line comprise pledged collateral that has not been borrowed against. At September 30, 2024, the Company had total additional undrawn borrowing capacity of approximately $4.0 billion, comprising unencumbered securities available to be pledged of approximately $892.9 million and undrawn financing on pledged assets of $3.1 billion.

(2)Represent the weighted average interest rate on customer repurchase agreements and the borrowings outstanding and the coupon interest rate on the subordinated notes, which approximates the effective interest rate.

The Company’s repurchase agreements operate on a rolling basis and do not contain contractual maturity dates. The contractual maturity dates on FHLB secured borrowings represent the maturity dates of current advances and are not evidence of a termination date on the line.

There are no prepayment penalties nor unused commitment fees on any of the Company’s borrowing arrangements.

Bank Term Funding Program ("BTFP")

On March 12, 2023, the FRB, Department of Treasury and the Federal Deposit Insurance Corporation ("FDIC") issued a joint statement outlining actions they had taken to protect the U.S. economy by strengthening public confidence in the banking system as a result of and in response to recently announced bank closures. Among other actions, the Federal Reserve Board announced that it would make available additional funding to eligible depository institutions through the creation of a new BTFP. The BTFP provides eligible depository institutions, including the Company's subsidiary bank, the Bank, an additional source of liquidity.

Borrowings are funded based on a percentage of the principal of eligible collateral posted, as defined within the terms of the program. Interest is payable at a fixed rate over the term of the borrowing and there are no prepayment penalties. The Federal Reserve announced in January 2024 that the BTFP would stop originating new loans on March 11, 2024, as scheduled. The Federal Reserve also modified the terms of the program so that the interest rate for new loans would be no lower than the interest rate on reserve balances in effect on the day the loan is made. In January 2024, the Company borrowed an additional $500.0 million through the BTFP and refinanced $500.0 million under the program, both at an interest rate of 4.76% that mature in January 2025.

Senior Notes

On September 30, 2024, the Company closed a private placement of its 10.00% senior unsecured debt totaling $77.7 million maturing on September 30, 2029 (the "2029 Senior Notes"). At September 30, 2024, the carrying value of these 2029 Senior Notes was $75.8 million. which reflected $1.9 million in deferred financing costs that are being amortized over the life of the 2029 Senior Notes.

In connection with the issuance of the 2029 Senior Notes, the Company also entered into a registration rights agreement dated September 30, 2024 with the purchasers of the 2029 Senior Notes (the “Registration Rights Agreement”). Pursuant to the Registration Rights Agreement, the Company is planning to file an exchange offer registration statement with the SEC to exchange the Senior Notes for substantially identical notes registered under the Securities Act.

Subordinated Notes

On August 5, 2014, the Company completed the sale of $70.0 million of its 5.75% subordinated notes, which matured and were repaid in September 2024 (the "2024 Notes"). The net proceeds were approximately $68.8 million which included $1.2 million in deferred financing costs, which were amortized over the life of the 2024 Notes. The 2024 Notes were offered to the public at par and qualified as Tier 2 capital for regulatory purposes to the fullest extent permitted under the Basel III Rule capital requirements and were fully phased out of regulatory capital as of December 31, 2023 as they approached maturity.