2021 ANNUAL REPORT
starwoodpropertytrust.com
STARWOOD PROPERTY TRUST HEADQUARTERS
2340 COLLINS AVENUE, MIAMI BEACH
Vantage, Philadelphia, PA
The Wheeler, Brooklyn, NY
Piazza Terminal, Philadelphia, PA
Bass Pro Shops, Dania Beach, FL
425 Summit Avenue, Jersey City, NJ
Angel Square, London, U.K.
Cricket Valley Energy Center,
Dover, NY
Chase Tower, Dallas, TX
Sorrel River Ranch Resort, Moab, UT
Life Time Living, Coral Gables, FL
Park Place, Oviedo, FL
Amazon, Orlando, FL
Aspire Fillmore, Phoenix, AZ
Trademark, Los Angeles, CA
Calcasieu Pass LNG, Cameron, LA
Harbor Sky, Portland, OR
Hotel Danieli, Venice, Italy
The Westin Savannah Harbor Golf
Resort & Spa, Savannah, GA
Bourne Leisure - Thoresby Hall Hotel
Nottinghamshire, U.K.
Medical Office Building
Jersey City, NJ
Dolce Living Twin Creeks
Allen, TX
Waterford Pointe, Orlando, FL
The Mayson Hotel, Dublin, Ireland
807 Bank Street, Brooklyn, NY
Outrigger Kona Resort and Spa
Kailua-Kona, HI
Shareholders of Starwood Property Trust,
2021 was an incredible year for your Company. The power of our diversified platform was on full display
as we opportunistically deployed record amounts of capital globally across all our business lines. Our
seven investing cylinders deployed $16.7 billion for the year, the most among what we consider our
competitive set. Just as importantly, we believe the current environment gives us unique opportunities to
continue to deploy accretive capital globally.
One of the highlights of the year was the establishment of the Woodstar Fund. The fund holds our over
15,000 owned affordable housing units and in October we closed the sale of an approximately 20%
interest in the fund to third party investors. The price at which we transacted validated a majority of the
over $4.00 per share of unrealized distributable earnings gains in our owned real estate portfolio that we
have been talking about for several years. Our un-depreciated book value increased over 20% in 2021, to
$20.74 per share, the highest level since we spun-off our single-family rental business, Starwood Waypoint
(SWAY) in 2013. The Woodstar portfolio, which is concentrated in the central Florida market, remains very
attractive, with rents determined based on changes in the consumer price index and average median
income. Higher rent growth driven by inflation and rising wages could provide additional upside to the
value of this investment should rents appreciate at the levels we expect in the coming years. In addition
to our Woodstar assets, we believe we have nearly $1.00 per share of additional unrealized fair market
value gains across our other property investments.
In 2021, we raised $1.3 billion of capital, including through common equity, corporate debt and term loans
to fund increased investment volumes across our sectors. In addition, we executed $5.5 billion of
securitizations and CLOs in 2021 and recently issued two additional CLOs to further de-risk our balance
sheet. At year-end, we had $6.9 billion of credit capacity on 32 warehouse facilities from 18 banks. We
are not reliant on any single counterparty. Additionally we have excess unencumbered collateral that
provides us with the unique ability to raise an additional $1 billion each of corporate debt and term loans
to continue to fund what we expect to be a robust pipeline in front of us.
We chose to issue both equity and debt to maintain our low leverage, de-risk our balance sheet and fortify
our corporate credit ratings which should lower the cost of future debt issuances. We continue to believe
our uniquely diversified company, with only 2.3x debt-to-equity and highly accretive investment cylinders,
provides meaningful long term value for shareholders. Management is a significant shareholder and is
fully aligned with all of you as we continue to grow our business.
STWD Primary Investment Cylinders
Commercial Lending
Our floating rate portfolio was built to outperform in inflationary environments, and over time we believe
will benefit from the cycle we are entering. Our full year commitments were a record $10 billion across
72 loans, more than 40% above our previous records. With $4.8 billion of these loans being in the
multifamily asset class, we more than doubled our exposure to this historically stable and well performing
property type. We also increased industrial exposure while reducing our office and retail exposure
significantly since the beginning of the COVID-19 pandemic.
Our manager, Starwood Capital Group, added substantial additional resources to existing capabilities in
Europe and Australia, allowing us to originate approximately 30% of our commercial loans in 2021 in those
markets.
As of 2021 year-end, 55% of our funded commercial loan portfolio consisted of post-COVID originations.
The credit quality of our portfolio continues to improve with our weighted average loan-to-value at 61%
at year-end. The COVID recovery is best observed in our hotel loans where occupancy was up over 40%
in our portfolio last year and net operating income at our hotels, which was negative in 2020, was almost
$300 million in 2021 and is expected to trend higher this year.
Property Portfolio
Our property segment created significant value for shareholders in 2021 and ended the year with 98%
occupancy across our portfolio. In connection with the Woodstar transaction mentioned above, we
unlocked almost $200 million of shareholder capital for future accretive investments.
We expect to realize significant rent increases in our affordable housing investments in 2022 and we
believe that there has been continued cap rate compression in this sector.
Our other two portfolios, comprised of our Master Lease Portfolio and Medical Office Portfolio, also
continue to generate attractive cash yields and we believe are well positioned to withstand potentially
higher interest rates.
Real Estate Investing & Servicing
Our Real Estate Investing & Servicing platform is uniquely positioned to continue to find ways to invest
accretively, with decades of experience, access to terabytes of data and a robust underwriting
infrastructure.
Starwood Mortgage Capital, our conduit, was once again ranked the largest non-bank CMBS loan
originator in 2021. We hedge interest rates and credit exposure in this business and it continues to earn
consistent high-quality income for the company across market cycles.
Our special servicer was again affirmed as the only CMBS special servicer with the highest Fitch rating. We
obtained 26 assignments totaling $21 billion during the year, bringing our named servicing portfolio to
$95 billion, the highest level since 2017. Our active servicing portfolio ended 2021 at $7.3 billion. This
business also produced consistently high return on equity contributions in 2021 as assets in servicing
continue to resolve.
Though smaller than it has been historically, our owned CMBS portfolio continues to perform very well.
Residential Lending
Our residential “nonqualified” mortgage lending business ended a record year with $4.5 billion of loan
purchases, bringing our total purchases since inception in 2016 to $9.8 billion. We have developed a
leading securitization platform, completing our 15th securitization as of 2021 year-end and securitizing
$6.0 billion of loans since we started this business in 2018. We opportunistically deployed additional
capital during the year, and we continue to reposition our financing to reduce risk.
Starwood Infrastructure Finance
Our $2.1 billion infrastructure portfolio grew this year as we invested $772 million at accretive returns.
We continue to diversify this pool of loans by asset type and markets and, importantly, continue to
diversify our funding sources, having completed our second actively managed $500 million CLO in 2022.
Our ability to diversify funding will continue to drive our pace of investments as we take a slow and steady
approach to a business that continues to improve. Our team has tremendous experience in this sector,
and we continue to consider new accretive low-risk areas to deploy capital.
Outlook
In sum, management is very pleased with the performance of our company in 2021, and we are grateful
that shareholders recognize the power of the unique, diversified platform we have created. Our ability to
monetize the nearly $4.00 per share of unrealized distributable earnings gains on our properties provides
our shareholders with a degree of downside protection. With contractual rent increases in our master
lease portfolio and formulaic rent determinations based on inflation and median wages in our affordable
housing fund, we believe there is the potential for further appreciation in these values going forward.
Our record capital deployment during the year was only possible given the unique platform we have
created, which we believe offers us accretive investment opportunities globally at among the lowest levels
of leverage in our sector. We have designed this business to have the capability to outperform during
times of distress, such as the COVID-19 pandemic, and had the ability to quickly pivot when opportunities
presented themselves as they did during the last two years. We intend to continue running the business
with this same mindset, which we believe will help us navigate various market cycles while allowing us to
stay invested in the best risk adjusted opportunities.
We would like to again thank our Board of Directors for its leadership and all of the dedicated employees
at Starwood Property Trust and Starwood Capital Group for their hard work and expertise. We also would
like to thank you, our shareholders and partners, many of whom have been with us from the beginning,
for trusting us to manage this business.
Yours very truly,
Barry S. Sternlicht
Chairman and Chief Executive Officer
Jeffrey F. DiModica, CFA
President
Forward-Looking Statements
Statements in this letter which are not historical fact may be deemed forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. Forward-looking statements are developed by combining currently
available information with our beliefs and assumptions and are generally identified by the words
“believe,” “expect,” “anticipate” and other similar expressions. Although Starwood Property Trust, Inc.
(the “Company”) believes the expectations reflected in any forward-looking statements are based on
reasonable assumptions, it can give no assurance that its expectations will be attained. Factors that could
cause actual results to differ materially from the Company’s expectations include, but are not limited to,
the severity and duration of economic disruption caused by the COVID-19 global pandemic (including the
emergence of new strains of the virus), completion of pending investments and financings, continued
ability to acquire additional investments, competition within the finance and real estate industries,
availability of financing and other risks detailed under the heading “Risk Factors” in our Annual Report on
Form 10-K for the fiscal year ended December 31, 2021, as well as other risks and uncertainties set forth
from time to time in the Company's reports filed with the SEC.
In light of these risks and uncertainties, there can be no assurances that the results referred to in the
forward-looking statements contained herein will in fact occur. Except to the extent required by applicable
law or regulation, we undertake no obligation to, and expressly disclaim any such obligation to, update or
revise any forward-looking statements to reflect changed assumptions, the occurrence of anticipated or
unanticipated events, changes to future results over time or otherwise.
BR85571B-0322-
BOARD OF DIRECTORS & EXECUTIVE TEAM
BOARD OF DIRECTORS
EXECUTIVE TEAM
Barry S. Sternlicht
Chairman & CEO
Starwood Capital Group & Starwood Property Trust
Barry S. Sternlicht
Chairman & CEO
Starwood Capital Group & Starwood Property Trust
Jeffrey F. DiModica, CFA
President
Starwood Property Trust
Rina Paniry
Chief Financial Officer
Starwood Property Trust
Andrew J. Sossen
Chief Operating Officer & General Counsel
Starwood Property Trust
Jeffrey G. Dishner
Senior Managing Director & Global Head of
Real Estate Acquisitions
Starwood Capital Group
Richard D. Bronson
Chairman
The Bronson Companies, LLC
Camille J. Douglas
Senior Managing Director, Acquisitions &
Development
LeFrak
Solomon J. Kumin
Co-President
Leucadia Asset Management LLC
Fred Perpall
Chief Executive Officer
The Beck Group
Fred S. Ridley
Partner
Foley & Lardner LLP
Strauss Zelnick
Founding Partner
ZMC, L.P.
PRINCIPAL EXECUTIVE OFFICE
INVESTOR RELATIONS CONTACT
Starwood Property Trust
591 West Putnam Avenue
Greenwich, CT 06830
Phone: (203) 422-7700
www.starwoodpropertytrust.com
TRANSFER AGENT
Zachary Tanenbaum
Starwood Property Trust
Phone: (203) 422-7788
ztanenbaum@starwood.com
Computershare Trust Company, N.A.
PO Box 30170
College Station, TX 77842-3170
Within USA, US territories & Canada - Phone: (877) 373 6374
Outside USA, US territories & Canada - Phone: (781) 575 3100
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2021
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
☒
☐
For the transition period from to
Commission file number 001-34436
Starwood Property Trust, Inc.
(Exact name of registrant as specified in its charter)
Maryland
(State or other jurisdiction of
incorporation or organization)
591 West Putnam Avenue
Greenwich, Connecticut
(Address of Principal Executive Offices)
27-0247747
(I.R.S. Employer
Identification Number)
06830
(Zip Code)
Registrant’s telephone number, including area code (203) 422-7700
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Common Stock, $0.01 par value per share
Trading Symbol(s)
STWD
Securities registered pursuant to Section 12(g) of the Act: None
Name of each exchange on which registered
New York Stock Exchange
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to
Rule 405 of Regulation S-T (§232.405) during the preceding 12 months (or for such shorter period that the registrant was required to submit such
files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and
“emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☒
Non-accelerated filer ☐
Accelerated filer ☐
Smaller reporting company ☐
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its
internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that
prepared or issued its audit report. ☒
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒
As of June 30, 2021, the aggregate market value of the voting stock held by non-affiliates was $7,164,419,530 based on the reported last sale
price of our common stock on June 30, 2021. Shares of our common stock held by affiliates, which includes officers and directors of the registrant, have
been excluded from this calculation. This calculation does not reflect a determination that persons are affiliates for any other purposes.
The number of shares of the issuer’s common stock, $0.01 par value, outstanding as of February 18, 2022 was 304,827,055.
Documents Incorporated By Reference: The information required by Part III of this Form 10-K, to the extent not set forth herein or by
amendment, is incorporated by reference from the registrant’s definitive proxy statement to be filed with the Securities and Exchange Commission
pursuant to Regulation 14A on or prior to May 2, 2022.
DOCUMENTS INCORPORATED BY REFERENCE
TABLE OF CONTENTS
Page
Part I . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 1. Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 1A. Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 1B. Unresolved Staff Comments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 2.
Item 3.
Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 4. Mine Safety Disclosures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Part II . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 6.
[Reserved] . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations . . . .
Item 7A. Quantitative and Qualitative Disclosures about Market Risk . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 8.
Financial Statements and Supplementary Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure . . . .
Item 9A. Controls and Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 9B. Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspection . . . . . . . . . . . . . . . . . . . . . . .
Part III . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 10. Directors, Executive Officers and Corporate Governance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 11. Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 13. Certain Relationships and Related Transactions, and Director Independence . . . . . . . . . . . . . . . .
Item 14. Principal Accountant Fees and Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Part IV . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 15. Exhibits and Financial Statement Schedules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 16. Form 10-K Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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2
Special Note Regarding Forward-Looking Statements
This Annual Report on Form 10-K (this “Form 10-K”) contains certain forward-looking statements, including without
limitation, statements concerning our operations, economic performance and financial condition. These forward-looking
statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-
looking statements are developed by combining currently available information with our beliefs and assumptions and are
generally identified by the words “believe,” “expect,” “anticipate” and other similar expressions. Forward-looking statements
do not guarantee future performance, which may be materially different from that expressed in, or implied by, any such
statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of their
respective dates.
These forward-looking statements are based largely on our current beliefs, assumptions and expectations of our future
performance taking into account all information currently available to us. These beliefs, assumptions and expectations can
change as a result of many possible events or factors, not all of which are known to us or within our control, and which could
materially affect actual results, performance or achievements. Factors that may cause actual results to vary from our forward-
looking statements include, but are not limited to:
•
•
•
•
•
•
•
•
•
•
•
•
•
the severity and duration of the pandemic of the novel strain of coronavirus (“COVID-19”), actions that may be
taken by governmental authorities, businesses and others to contain the COVID-19 pandemic, including variants
and resurgences, or to treat its impact and the adverse impacts that the COVID-19 pandemic has had, and will
likely continue to have, on the global economy, on the borrowers underlying our real estate-related assets and
infrastructure loans and tenants of our owned properties, including their ability to make payments on their loans or
to pay rent, as the case may be, and on our operations and financial performance;
defaults by borrowers in paying debt service on outstanding indebtedness;
impairment in the value of real estate property securing our loans or in which we invest;
availability of mortgage origination and acquisition opportunities acceptable to us;
potential mismatches in the timing of asset repayments and the maturity of the associated financing agreements;
our ability to achieve the benefits that we anticipate from the prior acquisition of the project finance origination,
underwriting and capital markets business of GE Capital Global Holdings, LLC;
national and local economic and business conditions, including continued disruption from the COVID-19
pandemic;
general and local commercial and residential real estate property conditions;
changes in federal government policies;
changes in federal, state and local governmental laws and regulations;
increased competition from entities engaged in mortgage lending and securities investing activities;
changes in interest rates; and
the availability of, and costs associated with, sources of liquidity.
In light of these risks and uncertainties, there can be no assurances that the results referred to in the forward-looking
statements contained in this Form 10-K will in fact occur. Except to the extent required by applicable law or regulation, we
undertake no obligation to, and expressly disclaim any such obligation to, update or revise any forward-looking statements to
reflect changed assumptions, the occurrence of anticipated or unanticipated events, changes to future results over time or
otherwise.
3
Item 1. Business.
PART I
The following description of our business should be read in conjunction with the information included elsewhere in
this Form 10‑K for the year ended December 31, 2021. This discussion contains forward‑looking statements that involve risks
and uncertainties. Actual results could differ significantly from the results discussed in the forward‑looking statements due to
the factors set forth in “Risk Factors” and elsewhere in this Form 10‑K. References in this Form 10‑K to “we,” “our,” “us,”
or the “Company” refer to Starwood Property Trust, Inc. and its subsidiaries.
General
Starwood Property Trust, Inc. (“STWD” and, together with its subsidiaries, “we” or the “Company”) is a Maryland
corporation that commenced operations in August 2009, upon the completion of our initial public offering (“IPO”). We are
focused primarily on originating, acquiring, financing and managing mortgage loans and other real estate investments in the
United States (“U.S.”), Europe and Australia. As market conditions change over time, we may adjust our strategy to take
advantage of changes in interest rates and credit spreads as well as economic and credit conditions.
We have four reportable business segments as of December 31, 2021 and we refer to the investments within these
segments as our target assets:
•
•
•
•
Real estate commercial and residential lending (the “Commercial and Residential Lending Segment”)—engages
primarily in originating, acquiring, financing and managing commercial first mortgages, non-agency residential
mortgages (“residential loans”), subordinated mortgages, mezzanine loans, preferred equity, commercial mortgage-
backed securities (“CMBS”), residential mortgage-backed securities (“RMBS”) and other real estate and real estate-
related debt investments in the U.S., Europe and Australia (including distressed or non-performing loans). Our
residential loans are secured by a first mortgage lien on residential property and primarily consist of non-agency
residential loans that are not guaranteed by any U.S. Government agency or federally chartered corporation.
Infrastructure lending (the “Infrastructure Lending Segment”)—engages primarily in originating, acquiring, financing
and managing infrastructure debt investments.
Real estate property (the “Property Segment”)—engages primarily in acquiring and managing equity interests in
stabilized commercial real estate properties, including multifamily properties and commercial properties subject to net
leases, that are held for investment.
Real estate investing and servicing (the “Investing and Servicing Segment”)—includes (i) a servicing business in the
U.S. that manages and works out problem assets, (ii) an investment business that selectively acquires and manages
unrated, investment grade and non-investment grade rated CMBS, including subordinated interests of securitization
and resecuritization transactions, (iii) a mortgage loan business which originates conduit loans for the primary purpose
of selling these loans into securitization transactions and (iv) an investment business that selectively acquires
commercial real estate assets, including properties acquired from CMBS trusts.
Our segments exclude the consolidation of securitization variable interest entities (“VIEs”).
We are organized and conduct our operations to qualify as a real estate investment trust (“REIT”) under the Internal
Revenue Code of 1986, as amended (the “Code”). As such, we will generally not be subject to U.S. federal corporate income
tax on that portion of our net income that is distributed to stockholders if we distribute at least 90% of our taxable income to our
stockholders by prescribed dates and comply with various other requirements. We also operate our business in a manner that
will permit us to maintain our exemption from registration under the Investment Company Act of 1940 as amended (the
“Investment Company Act” or “1940 Act”).
We are organized as a holding company and conduct our business primarily through our various wholly-owned
subsidiaries. We are externally managed and advised by SPT Management, LLC (our “Manager”) pursuant to the terms of a
management agreement. Our Manager is controlled by Barry Sternlicht, our Chairman and Chief Executive Officer. Our
Manager is an affiliate of Starwood Capital Group Global, L.P. ("Starwood Capital Group"), a privately-held private equity firm
founded by Mr. Sternlicht.
Our corporate headquarters office is located at 591 West Putnam Avenue, Greenwich, Connecticut 06830, and our
telephone number is (203) 422-7700.
4
Investment Strategy
We seek to attain attractive risk-adjusted returns for our investors over the long term by sourcing and managing a
diversified portfolio of target assets, financed in a manner that is designed to deliver attractive returns across a variety of market
conditions and economic cycles. Our investment strategy focuses on a few fundamental themes:
•
•
•
•
•
•
•
origination and acquisition of real estate debt assets with an implied basis sufficiently low to weather declines
in asset values;
acquisition of equity interests in commercial real estate properties that generate stable current returns,
increase the duration of our investment portfolio and provide potential for capital appreciation;
focus on real estate markets and asset classes with strong supply and demand fundamentals and/or barriers to
entry;
structuring and financing each transaction in a manner that reflects the risk of the underlying asset’s cash flow
stream and credit risk profile, and efficiently managing and maintaining the transaction’s interest rate and
currency exposures at levels consistent with management’s risk objectives;
seeking situations where our size, scale, speed and sophistication allow us to position ourselves as a “one-
stop” lending solution for real estate owner/operators;
utilizing the skills, expertise, and contacts developed by our Manager over the past 30 years as one of the
premier global real estate investment managers to (i) correctly anticipate trends and identify attractive risk-
adjusted investment opportunities in U.S., European and Australian real estate markets; and (ii) expand and
diversify our presence in various asset classes, including:
•
•
origination and acquisition of residential loans, including non-agency residential loans sometimes
referred to as “non-qualified mortgages” or “non-QMs”; and
origination and acquisition of corporate and asset-backed loans;
utilizing the skills, expertise and infrastructure we acquired through our 2013 acquisition of LNR Property
LLC (“LNR”), a market leading diversified real estate investment management and loan servicing company
comprising our Investing and Servicing Segment, to expand and diversify our presence in various segments of
real estate, including:
•
•
•
•
origination of small and medium sized loan transactions ($5 million to $50 million) for both
investment and securitization/gain-on-sale;
investment in CMBS;
investment in commercial real estate;
special servicing of commercial real estate loans in commercial real estate securitization
transactions; and
•
utilizing the skills and expertise we acquired through our 2018 acquisition of the Infrastructure Lending
Segment from GE Capital Global Holdings, LLC (“GE Capital”) to expand our originations and acquisitions
of infrastructure debt investments.
In order to capitalize on the changing sets of investment opportunities that may be present in the various points of an
economic cycle, we may expand or refocus our investment strategy by emphasizing investments in different parts of the capital
structure and different sectors of real estate. Our investment strategy may be amended from time to time, if recommended by
our Manager and approved by our board of directors, without the approval of our stockholders. In addition to our Manager
making direct investments on our behalf, we may enter into joint venture, management or other agreements with persons that
have special expertise or sourcing capabilities.
5
Investment Guidelines
Our board of directors has adopted the following investment guidelines:
•
•
•
•
•
our investments will be in our target assets unless otherwise approved by our board of directors;
no investment shall be made that would cause us to fail to qualify as a REIT for federal income tax purposes;
no investment shall be made that would cause us or any of our subsidiaries to be required to be registered as an
investment company under the 1940 Act;
not more than 25% of our equity will be invested in any individual asset without the consent of a majority of our
independent directors; and
(a) any investment that is less than $150.0 million will require approval of our Chief Executive Officer; (b) any
investment that is equal to or in excess of $150.0 million but less than $250.0 million will require approval of our
Manager’s investment committee; (c) any investment that is equal to or in excess of $250.0 million but less than
$400.0 million will require approval of each of the investment committee of our board of directors and our
Manager’s investment committee; and (d) any investment that is equal to or in excess of $400.0 million will
require approval of each of our board of directors and our Manager’s investment committee.
These investment guidelines may be changed from time to time by our board of directors without the approval of our
stockholders. In addition, both our Manager and our board of directors must approve any change in our investment guidelines
that would modify or expand the types of assets in which we invest.
Investment Process
Our investment process includes sourcing and screening of investment opportunities, assessing investment suitability,
conducting interest rate and prepayment analysis, evaluating cash flow and collateral performance, and reviewing legal
structure and servicer and originator information and investment structuring, as appropriate, to seek an attractive return
commensurate with the risk we are bearing. Upon identification of an investment opportunity, the investment will be screened
and monitored by us to determine its impact on maintaining our REIT qualification and our exemption from registration under
the 1940 Act. We will seek to make investments in sectors where we have strong core competencies and believe market risk
and expected performance can be reasonably quantified.
We evaluate each one of our investment opportunities based on its expected risk-adjusted return relative to the returns
available from other, comparable investments. In addition, we evaluate new opportunities based on their relative expected
returns compared to comparable positions held in our portfolio. The terms of any leverage available to us for use in funding an
investment purchase are also taken into consideration, as are any risks posed by illiquidity or correlations with other securities
in the portfolio. We also develop a macro outlook with respect to each target asset class by examining factors in the broader
economy such as gross domestic product, interest rates, unemployment rates and availability of credit, among other things. We
also analyze fundamental trends in the relevant target asset class sector to adjust/maintain our outlook for that particular target
asset class.
Financing Strategy
Subject to maintaining our qualification as a REIT for U.S. federal income tax purposes and our exemption from
registering under the 1940 Act, we may finance the acquisition of our target assets, to the extent available to us, through the
following methods:
•
•
•
sources of private and government sponsored financing, including long and short-term repurchase agreements,
warehouse and bank credit facilities, and mortgage loans on equity interests in commercial real estate properties;
loan sales, syndications and/or securitizations; and
public or private offerings of our equity and/or debt securities.
We may also utilize other sources of financing to the extent available to us.
6
Our Target Assets
We invest in target assets secured primarily by U.S., European or Australian collateral. We focus primarily on
originating or opportunistically acquiring commercial mortgage whole loans, B-Notes, mezzanine loans, preferred equity and
mortgage-backed securities (“MBS”). We may invest in performing and non-performing mortgage loans and other real estate-
related loans and debt investments. We may acquire target assets through portfolio acquisitions or other types of acquisitions.
Our Manager targets desirable markets where it has expertise in the real estate collateral underlying the assets being acquired.
Our target assets include the following types of loans and other investments:
• Whole mortgage loans: loans secured by a first mortgage lien on a commercial property that provide mortgage
financing to commercial property developers or owners generally having maturity dates ranging from three to ten
years;
•
B-Notes: typically a privately negotiated loan that is secured by a first mortgage on a single large commercial
property or group of related properties and subordinated to an A-Note secured by the same first mortgage on the
same property or group;
• Mezzanine loans: loans made to commercial property owners that are secured by pledges of the borrower’s
ownership interests in the property and/or the property owner, subordinate to whole mortgage loans secured by
first or second mortgage liens on the property and senior to the borrower’s equity in the property;
•
•
•
•
•
•
•
•
•
Construction or rehabilitation loans: mortgage loans and mezzanine loans to finance the cost of construction or
rehabilitation of a commercial property;
CMBS: securities that are collateralized by commercial mortgage loans, including:
•
•
•
senior and subordinated investment grade CMBS,
below investment grade CMBS, and
unrated CMBS;
Corporate bank debt: term loans and revolving credit facilities of commercial real estate operating or finance
companies, each of which are generally secured by such companies’ assets;
Equity: equity interests in commercial real estate properties, including commercial properties purchased from
CMBS trusts;
Corporate bonds: debt securities issued by commercial real estate operating or finance companies that may or
may not be secured by such companies’ assets, including:
•
•
•
investment grade corporate bonds,
below investment grade corporate bonds, and
unrated corporate bonds;
Non-Agency RMBS: securities collateralized by residential loans that are not guaranteed by any U.S. Government
agency or federally chartered corporation;
Residential loans: loans secured by a first mortgage lien on residential property;
Infrastructure loans: senior secured project finance loans and senior secured project finance investment securities
secured by power generation facilities and midstream and downstream oil and gas assets; and
Net leases: commercial properties subject to net leases, which leases typically have longer terms than gross
leases, require tenants to pay substantially all of the operating costs associated with the properties and often have
contractually specified rent increases throughout their terms.
In addition, we may invest in the following real estate-related investments:
•
Agency RMBS: RMBS for which a U.S. government agency or a federally chartered corporation guarantees
payments of principal and interest on the securities.
7
Business Segments
We currently operate our business in four reportable segments: the Commercial and Residential Lending Segment, the
Infrastructure Lending Segment, the Property Segment and the Investing and Servicing Segment. Refer to Note 24 to the
consolidated financial statements included herein (the “Consolidated Financial Statements”) for our results of operations and
financial position by business segment.
Refer to the section entitled “Risk Factors” in Part I, Item 1A of this Form 10-K for a discussion of the potential
impacts on us from the COVID-19 pandemic.
Commercial and Residential Lending Segment
The following table sets forth the amount of each category of investments we owned across various property types
within our Commercial and Residential Lending Segment as of December 31, 2021 and 2020 (dollars in thousands):
Face
Amount
Carrying
Value
Asset Specific
Financing
Net
Investment
Unlevered
Return on
Asset
December 31, 2021
First mortgages (1) . . . . . . . . . . . . . . . . . $
Subordinated mortgages (2) . . . . . . . . . .
Mezzanine loans (1) . . . . . . . . . . . . . . . .
Residential loans, fair value option . . . .
Other loans . . . . . . . . . . . . . . . . . . . . . . .
Loans held-for-sale, fair value option,
residential . . . . . . . . . . . . . . . . . . . . . .
RMBS, available-for-sale . . . . . . . . . . . .
RMBS, fair value option . . . . . . . . . . . .
CMBS, fair value option . . . . . . . . . . . .
HTM debt securities (4) . . . . . . . . . . . . .
Credit loss allowance . . . . . . . . . . . . . . .
Equity security . . . . . . . . . . . . . . . . . . . .
Investments in unconsolidated entities . .
Properties, net . . . . . . . . . . . . . . . . . . . . .
$
December 31, 2020
First mortgages (1) . . . . . . . . . . . . . . . . . $
Subordinated mortgages (2) . . . . . . . . . .
Mezzanine loans (1) . . . . . . . . . . . . . . . .
Residential loans, fair value option . . . .
Other loans . . . . . . . . . . . . . . . . . . . . . . .
Loans held-for-sale, fair value option,
residential . . . . . . . . . . . . . . . . . . . . . .
RMBS, available-for-sale . . . . . . . . . . . .
RMBS, fair value option . . . . . . . . . . . .
CMBS, fair value option . . . . . . . . . . . .
HTM debt securities (4) . . . . . . . . . . . . .
Credit loss allowance . . . . . . . . . . . . . . .
Equity security . . . . . . . . . . . . . . . . . . . .
Investments in unconsolidated entities . .
Properties, net . . . . . . . . . . . . . . . . . . . . .
$
13,057,621 $ 12,981,196
70,771
417,504
59,225
17,424
72,371
415,155
60,133
19,029
$
9,116,486 $
—
—
36,934
—
2,525,910
221,806
127,437
102,900
655,557
—
12,366
N/A
N/A
2,590,005
143,980
250,424 (3)
98,211 (3)
656,915
(52,302)
11,624
44,938
124,503
17,270,285 $ 17,414,418
$
1,808,372
97,354
37,213
49,798
113,143
—
—
—
49,483
11,308,783 $
8,977,365 $ 8,930,764
71,185
620,319
90,684
30,284
72,257
619,352
86,796
33,626
820,807
252,738
142,288
102,900
505,247
—
12,497
841,963
167,349
235,997 (3)
96,885 (3)
505,673
(72,360)
11,247
54,407
103,896
11,625,873 $ 11,688,293
N/A
N/A
$
5,892,684 $
—
—
58,885
—
573,584
110,724
30,267
25,313
84,233
—
—
—
48,863
6,824,553 $
$
5.3 %
11.0 %
10.9 %
6.0 % (5)
13.3 %
4.2 % (5)
11.8 %
12.6 %
5.2 %
6.7 %
6.4 %
8.7 %
11.5 %
6.0 % (5)
9.8 %
6.0 % (5)
11.0 %
6.3 %
5.6 %
6.8 %
3,864,710
70,771
417,504
22,291
17,424
781,633
46,626
213,211
48,413
543,772
(52,302)
11,624
44,938
75,020
6,105,635
3,038,080
71,185
620,319
31,799
30,284
268,379
56,625
205,730
71,572
421,440
(72,360)
11,247
54,407
55,033
4,863,740
__________________________________________
(1)
First mortgages include first mortgage loans and any contiguous mezzanine loan components because as a whole, the
expected credit quality of these loans is more similar to that of a first mortgage loan. The application of this
methodology resulted in mezzanine loans with carrying values of $1.4 billion and $877.3 million being classified as
first mortgages as of December 31, 2021 and 2020, respectively.
8
(2)
(3)
(4)
Subordinated mortgages include B-Notes and junior participation in first mortgages where we do not own the senior
A-Note or senior participation. If we own both the A-Note and B-Note, we categorize the loan as a first mortgage loan.
Eliminated in consolidation against VIE liabilities pursuant to Accounting Standards Codification ("ASC") 810.
CMBS held-to-maturity (“HTM”) and mandatorily redeemable preferred equity interests in commercial real estate
entities.
(5)
Represents the weighted average coupon of residential mortgage loans.
As of December 31, 2021 and 2020, our Commercial and Residential Lending Segment’s investment portfolio,
excluding residential loans, RMBS, properties and other investments, had the following characteristics based on carrying
values:
Collateral Property Type
Office . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Multifamily . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Hotel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Mixed Use . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Residential . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Industrial . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Retail . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Geographic Location
U.S. Regions:
North East . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
West . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
South West . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
South East . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Mid Atlantic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Midwest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
International:
United Kingdom . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other Europe . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Bahamas/Bermuda . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Australia . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
December 31, 2021
December 31, 2020
29.5 %
27.3 %
19.0 %
11.5 %
1.6 %
5.6 %
2.1 %
3.4 %
100.0 %
35.2 %
16.1 %
21.6 %
8.2 %
6.7 %
3.0 %
2.8 %
6.4 %
100.0 %
December 31, 2021
December 31, 2020
20.0 %
15.1 %
13.0 %
12.9 %
10.8 %
3.4 %
15.8 %
5.1 %
2.1 %
1.8 %
100.0 %
22.7 %
19.0 %
11.1 %
7.3 %
9.5 %
4.4 %
17.5 %
4.7 %
2.7 %
1.1 %
100.0 %
Our primary focus has been to build a portfolio of commercial mortgage and mezzanine loans with attractive
risk‑adjusted returns by focusing on the underlying real estate fundamentals and credit analysis of the borrowers. We
continually monitor borrower performance and complete a detailed, loan‑by‑loan formal credit review on a quarterly basis. The
results of this review are incorporated into our quarterly assessment of credit loss allowances.
As of December 31, 2021, commercial loans held‑for‑investment and HTM securities had a weighted‑average
expected maturity of 1.9 years, inclusive of extension options that management believes are probable of exercise.
9
Infrastructure Lending Segment
The following table sets forth the amount of each category of investments we owned within our Infrastructure Lending
Segment as of December 31, 2021 and 2020 (dollars in thousands):
Face
Amount
Carrying
Value
Asset Specific
Financing
Net
Investment
Unlevered
Return on
Asset
December 31, 2021
First priority infrastructure loans and
HTM securities . . . . . . . . . . . . . . . . . . . $
2,116,836 $
2,082,927 $
1,630,866 $
Loans held-for-sale, infrastructure . . . . .
Credit loss allowance . . . . . . . . . . . . . . . .
Investments in unconsolidated entities . .
—
—
—
$
2,116,836 $
—
(23,578)
26,255
2,085,604 $
—
—
—
1,630,866 $
452,061
—
(23,578)
26,255
454,738
December 31, 2020
First priority infrastructure loans and
HTM securities . . . . . . . . . . . . . . . . . . . $
Loans held-for-sale, infrastructure . . . . .
Credit loss allowance . . . . . . . . . . . . . . . .
Investments in unconsolidated entities . .
1,488,614 $
120,900
N/A
N/A
$
1,609,514 $
1,458,880 $
120,540
(10,759)
25,095
1,593,756 $
1,140,608 $
100,155
—
—
1,240,763 $
318,272
20,385
(10,759)
25,095
352,993
5.1 %
— %
5.2 %
3.5 %
As of December 31, 2021 and 2020, our Infrastructure Lending Segment’s investment portfolio had the following
characteristics based on carrying values:
Collateral Type
Natural gas power . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Midstream/downstream oil & gas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Renewable power . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other thermal power . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Geographic Location
U.S. Regions:
North East . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Midwest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
South West . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
South East . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
West . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Mid-Atlantic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
International:
Mexico . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
December 31, 2021
December 31, 2020
61.0 %
33.2 %
1.8 %
4.0 %
100.0 %
65.8 %
21.9 %
9.0 %
3.3 %
100.0 %
December 31, 2021
December 31, 2020
41.5 %
18.9 %
19.5 %
8.8 %
4.3 %
1.6 %
2.1 %
2.0 %
1.3 %
100.0 %
43.1 %
20.8 %
15.3 %
9.6 %
4.3 %
3.2 %
— %
2.7 %
1.0 %
100.0 %
As of December 31, 2021, the Infrastructure Lending Segment’s first priority infrastructure loans and HTM securities
had a weighted‑average contractual maturity of 4.4 years.
10
Property Segment
The following table sets forth the amount of each category of investments held within our Property Segment as of
December 31, 2021 and 2020 (amounts in thousands):
Properties, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Lease intangibles, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investments of consolidated affordable housing fund (1) . . . . . . . . . . . . . . . . . . . . . . .
$
December 31,
2021
December 31,
2020
887,553 $
33,151
1,040,309
1,961,013 $
1,969,414
38,511
—
2,007,925
__________________________________________
(1)
Refer to Notes 2, 7 and 8 to the Consolidated Financial Statements for a discussion of the reclassification of our
multifamily residential properties upon establishment of the Woodstar Fund which, as an investment company under
GAAP, is required to present its investments at fair value on an unconsolidated basis.
The following table sets forth our net investment and other information regarding the Property Segment’s properties
and lease intangibles as of December 31, 2021 (dollars in thousands):
Office—Medical Office Portfolio . . . . . . . . . . . $
Retail—Master Lease Portfolio . . . . . . . . . . . . .
Subtotal—undepreciated carrying value . . . .
Accumulated depreciation and amortization . . .
Net carrying value . . . . . . . . . . . . . . . . . . . . . $
Carrying
Value
763,076 $
343,790
1,106,866
(186,162)
920,704 $
Asset
Specific
Financing
Net
Investment
594,352 $
193,044
787,396
—
787,396 $
168,724
150,746
319,470
(186,162)
133,308
Occupancy
Rate
Weighted
Average
Remaining
Lease Term
93.6 % 5.2 years
100.0 % 20.3 years
See Note 7 to the Consolidated Financial Statements for a description of the above-referenced Property Segment
Portfolios.
As of December 31, 2021 and 2020, our Property Segment’s investment portfolio had the following geographic
characteristics based on carrying values:
Geographic Location
South East . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
South West . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Midwest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
North East . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
West . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
December 31, 2021
December 31, 2020
62.3 %
10.3 %
10.0 %
9.5 %
7.9 %
100.0 %
62.1 %
10.3 %
10.1 %
9.6 %
7.9 %
100.0 %
Refer to Schedule III included in Item 8 of this Form 10‑K for a detailed listing of the properties held by the Company,
including their respective geographic locations.
11
Investing and Servicing Segment
The following table sets forth the amount of each category of investments we owned within our Investing and
Servicing Segment as of December 31, 2021 and 2020 (amounts in thousands):
Face
Amount
Carrying
Value
Asset
Specific
Financing
December 31, 2021
CMBS, fair value option . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,694,413 $ 1,165,395 (1)
58,899 (3)
Intangible assets - servicing rights . . . . . . . . . . . . . . . . . . .
11,342
Lease intangibles, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
286,795
Loans held-for-sale, fair value option, commercial . . . . . .
9,903
Loans held-for-investment . . . . . . . . . . . . . . . . . . . . . . . . .
Investments in unconsolidated entities . . . . . . . . . . . . . . . .
34,160 (4)
Properties, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
289,761
9,903
N/A
N/A
N/A
N/A
154,331
$ 2,994,077 $ 1,720,825
December 31, 2020
CMBS, fair value option . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,652,459 $ 1,112,145 (1)
54,578 (3)
Intangible assets - servicing rights . . . . . . . . . . . . . . . . . . .
15,548
Lease intangibles, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
90,332
Loans held-for-sale, fair value option, commercial . . . . . .
1,008
Loans held-for-investment . . . . . . . . . . . . . . . . . . . . . . . . .
44,664 (4)
Investments in unconsolidated entities . . . . . . . . . . . . . . . .
Properties, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
90,789
1,008
N/A
N/A
N/A
N/A
197,843
$ 2,744,256 $ 1,516,118
$ 380,004 (2)
—
—
173,430
—
—
160,803
$ 714,237
$ 360,221 (2)
—
—
53,040
—
—
192,839
$ 606,100
Net
Investment
$ 785,391
58,899
11,342
113,365
9,903
34,160
(6,472)
$ 1,006,588
$ 751,924
54,578
15,548
37,292
1,008
44,664
5,004
$ 910,018
______________________________________________
(1)
Includes $1.14 billion and $1.09 billion of CMBS eliminated in consolidation against VIE liabilities pursuant to ASC
810 as of December 31, 2021 and 2020, respectively. Also includes $182.6 million and $179.5 million of non-
controlling interests in the consolidated entities which hold certain of these CMBS as of December 31, 2021 and 2020,
respectively.
(2)
(3)
(4)
Includes $35.8 million and $41.3 million of non-controlling interests in the consolidated entities which hold certain
debt balances as of December 31, 2021 and 2020, respectively.
Includes $42.1 million and $41.4 million of servicing rights intangibles eliminated in consolidation against VIE assets
pursuant to ASC 810 as of December 31, 2021 and 2020, respectively.
Includes $15.3 million and $16.1 million of investments in unconsolidated entities eliminated in consolidation against
VIE assets pursuant to ASC 810 as of December 31, 2021 and 2020, respectively.
As of December 31, 2021, the Investing and Servicing Segment’s CMBS had a weighted-average expected maturity
of 6.9 years.
12
Our Investing and Servicing Segment Property Portfolio (the “REIS Equity Portfolio”), as described in Note 7 to the
Consolidated Financial Statements, had the following characteristics based on carrying values of $150.9 million and $198.2
million as of December 31, 2021 and 2020, respectively:
Property Type
Office . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Retail . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Mixed Use . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Self-storage . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Multifamily . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Hotel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Geographic Location
North East . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
South West . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
South East . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
West . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Mid Atlantic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Midwest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
December 31, 2021
37.4 %
37.9 %
9.0 %
8.0 %
5.4 %
2.3 %
100.0 %
December 31, 2020
50.6 %
29.9 %
6.9 %
6.2 %
4.2 %
2.2 %
100.0 %
December 31, 2021
31.8 %
6.6 %
18.9 %
18.1 %
14.5 %
10.1 %
100.0 %
December 31, 2020
24.8 %
25.1 %
15.4 %
14.8 %
11.5 %
8.4 %
100.0 %
Regulation
Our operations are subject, in certain instances, to supervision and regulation by state and federal governmental
authorities and may be subject to various laws and judicial and administrative decisions imposing various requirements and
restrictions, which, among other things: (1) regulate credit granting activities; (2) establish maximum interest rates, finance
charges and other charges; (3) require disclosures to customers; (4) govern secured transactions; (5) set collection, foreclosure,
repossession and claims handling procedures and other trade practices; and (6) regulate affordable housing rental activities.
Although most states do not regulate commercial finance, certain states impose limitations on interest rates and other charges
and on certain collection practices and creditor remedies, and require licensing of lenders and financiers and adequate
disclosure of certain contract terms. The assets underlying our Infrastructure loans are subject to state and federal laws and
regulations applicable to the electric power and oil and gas industries, which laws and regulations govern, among other things,
the siting and construction, operation, environmental impacts, and revenue streams of such assets. We are also required to
comply with certain provisions of the Equal Credit Opportunity Act that are applicable to commercial loans and the Fair
Housing Act. We intend to conduct our business so that neither we nor any of our subsidiaries are required to register as an
investment company under the 1940 Act.
Competition
We are engaged in a competitive business. In our investment activities, we compete for opportunities with numerous
public and private investment vehicles, including financial institutions, specialty finance companies, mortgage banks, pension
funds, opportunity funds, hedge funds, insurance companies, REITs and other institutional investors, as well as individuals.
Many competitors are significantly larger than we are, have well established operating histories and may have greater access to
capital, more resources and other advantages over us. These competitors may be willing to accept lower returns on their
investments or to compromise underwriting standards and, as a result, our origination volume and profit margins could be
adversely affected.
Our Manager
We are externally managed and advised by our Manager and benefit from the personnel, relationships and experience
of our Manager’s executive team and other personnel of Starwood Capital Group. Pursuant to the terms of a management
agreement between our Manager and us, our Manager provides us with our management team and appropriate support
personnel. Pursuant to an investment advisory agreement between our Manager and Starwood Capital Group
13
Management, LLC, our Manager has access to the personnel and resources of Starwood Capital Group necessary for the
implementation and execution of our business strategy.
Our Manager is an affiliate of Starwood Capital Group, a privately-held private equity firm founded and controlled by
Mr. Sternlicht. Starwood Capital Group has invested in all major real estate asset classes, directly and indirectly, through
operating companies, portfolios of properties and single assets. Starwood Capital Group invests at different levels of the capital
structure, including equity, preferred equity, mezzanine debt and senior debt, depending on the asset risk profile and return
expectation.
Our Manager draws upon the experience and expertise of Starwood Capital Group’s team of professionals and support
personnel operating in 16 cities across seven countries. Our Manager also benefits from Starwood Capital Group’s dedicated
asset management group operating in offices located in the U.S. and abroad. We also benefit from Starwood Capital Group’s
portfolio management, finance and administration functions, which address legal, compliance, investor relations and operational
matters, asset valuation, risk management and information technologies in connection with the performance of our Manager’s
duties.
Human Capital Resources
As of December 31, 2021, the Company had 277 full-time employees, the majority of which are real estate
professionals located throughout the U.S. The Company strives to be an employer of choice, and is therefore highly focused on
creating and maintaining best in class recruitment, retention and compensation programs and a culture designed to encourage
performance, integrity and well-being. The Company believes that its competitive compensation, outstanding benefits, training
opportunities and stimulating work environment help attract and retain people with exceptional financial and real estate skills.
Taxation of the Company
We have elected to be taxed as a REIT under the Code for federal income tax purposes. We generally must distribute
annually at least 90% of our taxable income, subject to certain adjustments and excluding any net capital gain, in order for
federal corporate income tax not to apply to our earnings that we distribute. To the extent that we satisfy this distribution
requirement, but distribute less than 100% of our taxable income, we will be subject to federal corporate income tax on our
undistributed taxable income. In addition, we will be subject to a 4% nondeductible excise tax if the actual amount that we pay
out to our stockholders in a calendar year is less than a minimum amount specified under federal tax laws. Our qualification as a
REIT also depends on our ability to meet various other requirements imposed by the Code, which relate to organizational
structure, diversity of stock ownership and certain restrictions with regard to owned assets and categories of income. If we
qualify for taxation as a REIT, we will generally not be subject to U.S. federal corporate income tax on our taxable income that
is currently distributed to stockholders.
Even if we qualify as a REIT, we may be subject to certain federal excise taxes and state and local taxes on our income
and property. If we fail to qualify as a REIT in any taxable year, we will be subject to federal income taxes at regular corporate
rates (including any applicable alternative minimum tax) and will not be able to qualify as a REIT for four subsequent taxable
years.
We utilize taxable REIT subsidiaries (“TRSs”) to conduct certain activities that would generate non-qualifying income
or income subject to the prohibited transaction tax if earned directly by the REIT, and to hold certain assets that would represent
non-qualifying assets if held directly by the REIT. In most cases, income associated with a TRS is fully taxable because a TRS
is classified as a regular corporation for income tax purposes.
See Item 1A—“Risk Factors—Risks Related to Our Taxation as a REIT” for additional tax status information.
Leverage Policies
Refer to Item 7—“Management’s Discussion and Analysis of Financial Condition and Results of Operations—
Leverage Policies.”
Available Information
Our website address is www.starwoodpropertytrust.com. We make available free of charge through our website our
Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, all amendments to those
reports and other filings as soon as reasonably practicable after such material is electronically filed with or furnished to the
14
Securities and Exchange Commission (the “SEC”), and also make available on our website the charters for the Audit,
Compensation and Nominating and Corporate Governance Committees of our board of directors and our Code of Business
Conduct and Ethics and Code of Ethics for Principal Executive Officer and Senior Financial Officers, as well as our corporate
governance guidelines. Copies in print of these documents are available upon request to our Corporate Secretary at the address
indicated on the cover of this report. The information on our website is not a part of, nor is it incorporated by reference into, this
Form 10-K. Any material we file with or furnish to the SEC is also maintained on the SEC's website (http://www.sec.gov).
We intend to post on our website any amendment to, or waiver of, a provision of our Code of Business Conduct and
Ethics or Code of Ethics for Principal Executive Officer and Senior Financial Officers that applies to our Chief Executive
Officer, Chief Financial Officer or persons performing similar functions and that relates to any element of the code of ethics
definition set forth in Item 406 of Regulation S-K of the Securities Act of 1933, as amended.
To communicate with our board of directors electronically, we have established an e-mail address,
BoardofDirectors@stwdreit.com, to which stockholders may send correspondence to our board of directors or any such
individual directors or group or committee of directors.
Item 1A. Risk Factors
Summary Risk Factors
We are subject to a number of risks that, if realized, could have a material adverse effect on our business, financial
condition, results of operations, liquidity, the market price of our common stock and our ability to make distributions to our
stockholders. Some of our more significant challenges and risks include, but are not limited to, the following, which are
described in greater detail below:
• We are dependent on Starwood Capital Group, including our Manager and their key personnel, who provide services to us
through the management agreement, and we may not find a suitable replacement for our Manager and Starwood Capital
Group if the management agreement is terminated, or for these key personnel if they leave Starwood Capital Group or
otherwise become unavailable to us.
•
•
•
•
•
•
•
•
•
•
•
•
•
There are various conflicts of interest in our relationship with Starwood Capital Group, including our Manager, which
could result in decisions that are not in the best interests of our stockholders.
The management agreement with our Manager was not negotiated on an arm’s-length basis and may not be as favorable to
us as if it had been negotiated with an unaffiliated third party and may be costly and difficult to terminate.
The global COVID-19 pandemic has had, and may continue to have, an adverse impact on our operations and financial
performance, as well as on the operations and financial performance of many of the borrowers underlying our real estate-
related assets and tenants of our owned properties. We are unable to predict the extent to which the pandemic and related
impacts may continue to adversely impact our business, financial condition, results of operations, liquidity, the market
price of our common stock and our ability to make distributions to our stockholders.
Our access to sources of financing may be limited and thus our ability to maximize our returns may be adversely affected.
Our significant indebtedness subjects us to increased risk of loss and may reduce cash available for distributions to our
stockholders.
Interest rate fluctuations could significantly decrease our results of operations and cash flows and the market value of our
investments.
Hedging may adversely affect our earnings, which could reduce our cash available for distribution to our stockholders.
The lack of liquidity in our investments may adversely affect our business.
Difficult conditions in the mortgage, commercial and residential real estate markets may cause us to experience market
losses related to our holdings.
Our commercial construction or rehabilitation lending may expose us to increased lending risks.
The commercial mortgage loans we originate or acquire and the mortgage loans underlying our CMBS investments are
subject to the ability of the commercial property owner to generate net income from operating the property, as well as the
risks of delinquency and foreclosure.
If we overestimate the yields or incorrectly price the risks of our investments, we may experience losses.
The B-Notes that we acquire are subject to additional risks related to the privately negotiated structure and terms of the
transaction, which may result in losses to us. Our mezzanine loans involve greater risks of loss than senior loans secured
by similar income-producing properties.
15
• We may acquire and sell from time to time residential loans, including “non-QM” loans, which may subject us to legal,
regulatory and other risks, which could adversely impact our business and financial results.
•
•
•
•
The residential loans that we may acquire, and that underlie the RMBS we acquire, are subject to risks particular to
investments secured by mortgage loans on residential property. These risks are heightened because we may purchase non-
performing loans.
Prepayment rates may adversely affect the value of our investment portfolio.
Some of our portfolio investments are recorded at fair value and, as a result, there is uncertainty as to the value of these
investments. We may experience a decline in the fair value of our assets.
Investments outside the U.S. that are denominated in foreign currencies subject us to foreign currency risks and to the
uncertainty of foreign laws and markets, which may adversely affect our distributions and our REIT status.
• We invest in equity interests in commercial real estate assets, which subjects us to the general risks of owning commercial
real estate.
• We have sponsored, and purchased the more junior securities of, CLOs and such instruments involve significant risks,
including that these securities receive distributions from the CLO only if the CLO generates enough income to first pay all
the investors holding senior tranches and all CLO expenses.
• We are subject to the risks of investing in project finance investments, many of which are outside our control, and that may
negatively impact our business and financial results.
•
•
•
•
The investment portfolio of our Infrastructure Lending Segment is concentrated in the power industry, which subjects the
portfolio to more risks than if the investments were more diversified. The power industry is subject to extensive regulation,
which could adversely impact the business and financial performance of the projects to which our infrastructure loans
relate.
The business activities of our Investing and Servicing Segment, particularly our special servicing business, expose us to
certain risks.
The risks of investment in subordinated CMBS are magnified in the case of our Investing and Servicing Segment, where
the principal payments received by the CMBS trust are made in priority to the higher rated securities.
Certain provisions of Maryland law and of our charter could inhibit changes in control.
• Maintenance of our exemption from registration under the Investment Company Act imposes significant limits on our
operations.
•
•
•
If we do not qualify as a REIT or fail to remain qualified as a REIT, we will be subject to tax as a regular corporation and
could face a substantial tax liability, which would reduce the amount of cash available for distribution to our stockholders.
Complying with REIT requirements may cause us to forgo otherwise attractive opportunities or to liquidate otherwise
attractive investments.
Failure to maintain effective internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley
Act could have a material adverse effect on our business and stock price.
• We are highly dependent on information systems and systems failures could significantly disrupt our business, which may,
in turn, negatively affect the market price of our common stock and our ability to make distributions to our stockholders.
The above list is not exhaustive, and we face additional challenges and risks. Please carefully consider all of the
information in this Form 10-K, including the risk factors set forth below in this Item 1A.
Risk Factors
Risks Related to Our Relationship with Our Manager
We are dependent on Starwood Capital Group, including our Manager and their key personnel, who provide services to us
through the management agreement, and we may not find a suitable replacement for our Manager and Starwood Capital
Group if the management agreement is terminated, or for these key personnel if they leave Starwood Capital Group or
otherwise become unavailable to us.
Our Manager has significant discretion as to the implementation of our investment and operating policies and
strategies. Accordingly, we believe that our success depends to a material extent upon the efforts, experience, diligence, skill
and network of business contacts of the officers and key personnel of our Manager. The officers and key personnel of our
Manager evaluate, negotiate, close and monitor a substantial portion of our investments; therefore, our success depends on their
continued service. The departure of any of the officers or key personnel of our Manager could have a material adverse effect on
our performance.
We offer no assurance that our Manager will remain our investment manager or that we will continue to have access to
our Manager’s officers and key personnel. The terms of our management agreement with our Manager and the investment
16
advisory agreement between our Manager and Starwood Capital Group Management, LLC are automatically renewed on an
annual basis; provided, however, that our Manager may terminate the management agreement annually upon 180 days prior
notice. If the management agreement and the investment advisory agreement are terminated and no suitable replacement is
found to manage us, we may not be able to continue to execute our business plan.
There are various conflicts of interest in our relationship with Starwood Capital Group, including our Manager, which
could result in decisions that are not in the best interests of our stockholders.
We are subject to conflicts of interest arising out of our relationship with Starwood Capital Group, including our
Manager. Specifically, Mr. Sternlicht, our Chairman and Chief Executive Officer, Jeffrey G. Dishner, one of our other
directors, and certain of our executive officers are executives of Starwood Capital Group.
Our Manager and executive officers may have conflicts between their duties to us and their duties to, and interests in,
Starwood Capital Group and its other investment funds. From time to time, one or more private investment funds sponsored by
Starwood Capital Group (collectively, “Starwood Private Real Estate Funds”) may be subject to exclusivity provisions that
require all or a portion of investment opportunities related to real estate to be allocated to such Starwood Private Real Estate
Funds rather than to us. Subject to the provisions of the co-investment and allocation agreement as described in the next
paragraph, there can be no assurance that future Starwood Private Real Estate Funds would not be subject to such exclusivity
requirements and, as a result, they may acquire investment opportunities that would not be available to us. Our independent
directors do not approve each co-investment made by the Starwood Private Real Estate Funds and us unless the amount of
capital we invest in the proposed co-investment otherwise requires the review and approval of our independent directors
pursuant to our investment guidelines. Pursuant to the exclusivity provisions of the Starwood Private Real Estate Funds, our
investment strategy may not include either (i) equity interests in real estate or (ii) “near-to-medium-term loan to own”
investments, in each case (of both (i) and (ii)) if such investments are expected, at the time such investment is made, to produce
an internal rate of return (“IRR”) within the target return threshold specified in the governing documents of one or more
Starwood Private Real Estate Funds. Therefore, our board of directors does not have the flexibility to expand our investment
strategy to include equity interests in real estate or “near-term loan to own” investments with such an IRR expectation.
Our Manager, Starwood Capital Group and their respective affiliates may sponsor or manage one or more publicly
traded investment vehicles, public reporting vehicles or funds that invest generally in real estate assets but not primarily in our
“target assets” (as defined in our co-investment and allocation agreement) or one or more publicly traded investment vehicles,
public reporting vehicles, or funds that do invest in some of our target assets (a “potential competing vehicle”). Our Manager
and Starwood Capital Group have also agreed in our co-investment and allocation agreement that for so long as the
management agreement is in effect and our Manager and Starwood Capital Group are under common control, no entity
controlled by Starwood Capital Group will sponsor or manage a potential competing vehicle unless Starwood Capital Group
adopts a policy that either (i) provides for the fair and equitable allocation of investment opportunities in our “target assets” (as
defined in our co-investment and allocation agreement) among all such vehicles and us or (ii) provides us the right to co-invest
with respect to any “target assets” (as defined in our co-investment and allocation agreement) with such vehicles, in each case
subject to the suitability of each investment opportunity for the particular vehicle and us and each such vehicle’s and our
availability of cash for investment. To the extent that there is overlap between our investment program and that of a Starwood
Private Real Estate Fund, a fair and equitable allocation policy may involve a co-investment between us and such Starwood
Private Real Estate Fund or a chronological rotation between us and such Starwood Private Real Estate Fund. Although
Starwood Capital Group has adopted such an investment allocation policy, Starwood Capital Group has some discretion as to
how investment opportunities are allocated. As a result, we may either not be presented with the opportunity to participate in
these investments or may be limited in our ability to invest.
Our board of directors has adopted a policy with respect to any proposed investments by our directors or officers or the
officers of our Manager, which we refer to as the covered persons, in any of our target asset classes. This policy provides that
any proposed investment by a covered person for his or her own account in any of our target asset classes will be permitted if
the capital required for the investment does not exceed the personal investment limit. To the extent that a proposed investment
exceeds the personal investment limit, we expect that our board of directors will only permit the covered person to make the
investment (i) upon the approval of the disinterested directors or (ii) if the proposed investment otherwise complies with terms
of any other related party transaction policy our board of directors has adopted. Subject to compliance with all applicable laws,
these individuals may make investments for their own account in our target assets which may present certain conflicts of
interest not addressed by our current policies.
We pay our Manager substantial base management fees regardless of the performance of our portfolio. Our Manager’s
entitlement to a base management fee, which is not based upon performance metrics or goals, might reduce its incentive to
devote its time and effort to seeking investments that provide attractive risk-adjusted returns for our portfolio. This in turn could
hurt both our ability to make distributions to our stockholders and the market price of our common stock.
17
Excluding our operating subsidiaries, we do not have any employees except for Andrew Sossen, our Chief Operating
Officer, Executive Vice President, General Counsel and Chief Compliance Officer, and Rina Paniry, our Chief Financial
Officer, Treasurer and Chief Accounting Officer, whom Starwood Capital Group has seconded to us exclusively. Mr. Sossen
and Ms. Paniry are also employees of other entities affiliated with our Manager and, as a result, are subject to potential conflicts
of interest in service as our employees and as employees of such entities.
The management agreement with our Manager was not negotiated on an arm’s-length basis and may not be as favorable to
us as if it had been negotiated with an unaffiliated third party and may be costly and difficult to terminate.
Certain of our executive officers and two of our directors are executives of Starwood Capital Group. Our management
agreement with our Manager was negotiated between related parties and its terms, including fees payable, may not be as
favorable to us as if it had been negotiated with an unaffiliated third party.
Termination of the management agreement with our Manager without cause is difficult and costly. Our independent
directors will review our Manager’s performance and the management fees annually and the management agreement may be
terminated annually upon the affirmative vote of at least two-thirds of our independent directors based upon: (i) our Manager’s
unsatisfactory performance that is materially detrimental to us or (ii) a determination that the management fees payable to our
Manager are not fair, subject to our Manager’s right to prevent termination based on unfair fees by accepting a reduction of
management fees agreed to by at least two-thirds of our independent directors. Our Manager will be provided 180 days prior
notice of any such a termination. Additionally, upon such a termination, the management agreement provides that we will pay
our Manager a termination fee equal to three times the sum of the average annual base management fee and incentive fee
received by our Manager during the prior 24-month period before such termination, calculated as of the end of the most
recently completed fiscal quarter. These provisions may increase the cost to us of terminating the management agreement and
adversely affect our ability to terminate our Manager without cause.
Our Manager may terminate the management agreement annually upon 180 days prior notice. If the management
agreement is terminated and no suitable replacement is found to manage us, we may not be able to continue to execute our
business plan.
Pursuant to the management agreement, our Manager does not assume any responsibility other than to render the
services called for thereunder and is not responsible for any action of our board of directors in following or declining to follow
its advice or recommendations. Our Manager maintains a contractual, as opposed to a fiduciary, relationship with us. Under the
terms of the management agreement, our Manager, its officers, members, personnel, any person controlling or controlled by our
Manager and any person providing sub-advisory services to our Manager (the “indemnified parties”) will not be liable to us,
any subsidiary of ours, our directors, our stockholders or any subsidiary’s stockholders or partners for acts or omissions
performed in accordance with and pursuant to the management agreement, except because of acts constituting bad faith, willful
misconduct, gross negligence or reckless disregard of their duties under the management agreement. In addition, we have
agreed to indemnify the indemnified parties with respect to all expenses, losses, damages, liabilities, demands, charges and
claims arising from acts or omissions of our Manager not constituting bad faith, willful misconduct, gross negligence or
reckless disregard of duties, performed in good faith in accordance with and pursuant to the management agreement.
The incentive fee payable to our Manager under the management agreement is payable quarterly and is based on our
Distributable Earnings and, therefore, may cause our Manager to select investments in more risky assets to increase its
incentive compensation.
Our Manager is entitled to receive incentive compensation based upon our achievement of targeted levels of
Distributable Earnings (which is referred to as “Core Earnings” in our management agreement). In evaluating investments and
other management strategies, the opportunity to earn incentive compensation based on Distributable Earnings may lead our
Manager to place undue emphasis on the maximization of Distributable Earnings at the expense of other criteria, such as
preservation of capital, in order to achieve higher incentive compensation. Investments with higher yield potential are generally
riskier or more speculative. This could result in increased risk to the value of our investment portfolio.
Distributable Earnings is not a measure calculated in accordance with accounting principles generally accepted in the
United States of America (“GAAP”) and is defined within Item 7 – Non-GAAP Financial Measures in this Form 10-K.
Our conflicts of interest policy may not adequately address all of the conflicts of interest that may arise with respect to our
investment activities and also may limit the allocation of investments to us.
In order to avoid any actual or perceived conflicts of interest with our Manager, Starwood Capital Group, any of their
affiliates or any investment vehicle sponsored or managed by Starwood Capital Group or any of its affiliates, which we refer to
as the Starwood parties, we have adopted a conflicts of interest policy to specifically address some of the conflicts relating to
our investment opportunities. Although under this policy the approval of a majority of our independent directors is required to
approve (i) any purchase of our assets by any of the Starwood parties and (ii) any purchase by us of any assets of any of the
Starwood parties, this policy may not be adequate to address all of the conflicts that may arise or may not address such conflicts
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in a manner that results in the allocation of a particular investment opportunity to us or is otherwise favorable to us. In addition,
the Starwood Private Real Estate Funds currently, and additional competing vehicles may in the future, participate in some of
our investments, possibly at a more senior level in the capital structure of the underlying borrower and related real estate than
our investment. Our interests in such investments may also conflict with the interests of these entities in the event of a default or
restructuring of the investment. Participating investments will not be the result of arm’s length negotiations and will involve
potential conflicts between our interests and those of the other participating entities in obtaining favorable terms. Since certain
of our executives are also executives of Starwood Capital Group, the same personnel may determine the price and terms for the
investments for both us and these entities and any procedural protections, such as obtaining market prices or other reliable
indicators of fair value, may not prevent the consideration we pay for these investments from exceeding their fair value or
ensure that we receive terms for a particular investment opportunity that are as favorable as those available from an independent
third party.
Risks Related to Our Company
The global COVID-19 pandemic has had, and may continue to have, an adverse impact on our operations and financial
performance, as well as on the operations and financial performance of many of the borrowers underlying our real estate-
related assets and tenants of our owned properties. We are unable to predict the extent to which the pandemic and related
impacts may continue to adversely impact our business, financial condition, results of operations, liquidity, the market price
of our common stock and our ability to make distributions to our stockholders.
Our operations and financial performance have been negatively impacted by the COVID-19 pandemic that has caused,
may continue to cause, the global slowdown of economic activity and significant volatility and disruption of financial markets.
Although vaccines for COVID-19 that have been approved for use and distributed to the public are generally effective, the
global impact of the COVID-19 pandemic continues to rapidly evolve, especially with the emergence and widespread nature of
variants. Because the severity, magnitude and duration of the COVID-19 pandemic and its economic consequences remain
uncertain, rapidly changing and difficult to predict, the pandemic’s impact on our business, financial condition, results of
operations, liquidity, the market price of our common stock and our ability to make distributions to our stockholders also
remains uncertain and difficult to predict. Further, the ultimate impact of the COVID-19 pandemic on our business, financial
condition, results of operations, liquidity, the market price of our common stock and our ability to make distributions to our
stockholders continues to depend on many factors that are not within our control, including, but not limited, to: governmental,
business and individuals’ actions that have been, or may in the future be, taken in response to the pandemic and its variants
(including the re-institution of quarantine and “stay-at-home” orders or recommendations, renewed restrictions or advisories on
travel and transport, school closures or virtual learning policies, limits or restrictions on the operations of non-essential
businesses, work-from-home policies and other workforce pressures); the impact of the pandemic and its variants, and actions
taken in response thereto, on global and regional economies and economic activity, including the expansion of the economic
impact thereof as a result of periodic resurgences of the pandemic or jurisdictions re-instituting restrictions or lifting restrictions
prematurely; the continued availability of U.S. federal, state, local or non-U.S. funding programs aimed at supporting the
economy during the COVID 19-pandemic, including uncertainties regarding the potential extension of existing programs as a
result of resurgences of the pandemic; general economic uncertainty in key global markets and financial market volatility;
global economic conditions and levels of economic growth; and the pace of recovery, including the effectiveness and efficiency
of the distribution of vaccines and boosters. Although vaccines for COVID-19, and boosters thereof, have been approved for
use that are generally effective, there can be no assurance that the continuing efforts to vaccinate the public will be successful in
ending the pandemic or that vaccines and boosters will continue to be effective against variants.
The COVID-19 pandemic, including its variants, and measures implemented to prevent its spread and any extended
period of economic slowdown or recession could have a material adverse effect on our business, financial condition, results of
operations, liquidity, the market price of our common stock and our ability to make distributions to our stockholders, among
other matters. These adverse effects may continue as long as the pandemic persists and potentially even longer. Although it is
difficult to predict the magnitude of the business and economic implications, the COVID-19 pandemic could affect us in
various ways, including, among other factors:
•
•
the decline in the value of commercial and residential real estate, which negatively impacts the value of our
investments, potentially materially.
the negative impact on the financial stability of borrowers underlying our real estate-related assets and infrastructure
loans, which may increase significantly the number of borrowers who become delinquent or default on their loans, or
who seek to defer payment on, or refinance, their loans. Assets relating to certain property types have experienced, and
are more likely to continue to experience, particular stress as a result of the impact of COVID-19, including in
particular assets secured by hotel, multifamily and retail properties. The borrowers underlying these assets, and the
tenants at such properties, have faced, and may continue to face, operational and financial hardships resulting from the
spread of COVID-19 and related governmental measures. For example, certain of the hotel and retail properties
securing our assets were, and may in the future be, required to temporarily close or limit their operations significantly
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as a result of COVID-19 and related governmental measures, which has had, and may in the future have, a material
adverse effect on the businesses of the applicable borrowers. If the disruptions caused by the COVID-19 pandemic
continue or resume and the restrictions put in place are not lifted or are re-instituted, the businesses of such borrowers,
and the tenants at such properties, could continue to suffer materially or such borrowers and tenants could become
insolvent.
To the extent that borrowers that have been negatively impacted by the COVID-19 pandemic do not timely remit
payments of principal and interest relating to their respective real estate-related assets, the value of such assets will
likely be impaired, potentially materially. Failure to receive interest when due may adversely affect our liquidity and
therefore our ability to fund our operations or address maturing liabilities on a timely basis.
we may receive margin calls from our lenders as a result of the decline in the market value of the loans or other assets
pledged by us to our lenders under our repurchase agreements and warehouse credit facilities, and if we fail to resolve
such margin calls when due by payment of cash or delivery of additional collateral, the lenders may exercise remedies
including demanding payment by us of our aggregate outstanding financing obligations and/or taking ownership of the
loans or other assets securing the applicable obligations. We may not have the funds available to repay such financing
obligations, and we may be unable to raise the funds from alternative sources on favorable terms or at all. Forced sales
of the loans or other assets that secure our financing obligations in order to pay outstanding financing obligations may
be on terms less favorable to us than might otherwise be available in a regularly functioning market and could result in
deficiency judgments and other claims against us.
the adverse effect on the financial stability of the tenants in the retail and multifamily properties that we own, which is
expected to negatively impact the ability of such tenants to make their rental payments to us on a timely basis or at all.
To the extent the number of tenants who are unable to make timely rental payments to us increases significantly, the
value of these property investments will likely be impaired, potentially materially. In addition, as a result of the
foregoing, these properties may not generate sufficient funds to pay principal and interest on the mortgage loans
secured by such properties or may otherwise fail to satisfy financial covenants applicable under the terms of such
loans. In this regard, we may enter into agreements with certain of our tenants to allow, among other items, for a
deferral of some portion of the rent owed to us for an agreed-upon period of time. Failure to receive rent when due
may adversely affect our liquidity and therefore our ability to fund our operations or address maturing liabilities on a
timely basis.
if we fail to meet or satisfy any of the covenants in our repurchase agreements, warehouse credit facilities or other
financing arrangements as a result of the impact of the COVID-19 pandemic, we would be in default under these
agreements, which could result in a cross-default or cross-acceleration under other financing arrangements, and our
lenders could elect to declare outstanding amounts due and payable (or such amounts may automatically become due
and payable), terminate their commitments, require the posting of additional collateral and enforce their respective
interests against existing collateral.
a decline in the market value of the loans in our collateralized loan obligations (the “CLOs”) may cause the pool of
loans in the CLOs not to meet certain interest coverage tests, overcollateralization coverage tests or other tests that
could result in a change in the priority of distributions, which could result in the reduction or elimination of
distributions to the subordinate debt and equity tranches we own until the tests have been met or certain senior classes
of securities have been paid in full. Accordingly, we may experience a reduction in our cash flow from those interests
which may adversely affect our liquidity and therefore our ability to fund our operations or address maturing liabilities
on a timely basis.
difficulty accessing debt and equity capital on attractive terms, or at all, and a severe disruption and instability in the
global financial markets or deteriorations in credit and financing conditions, which may adversely affect our access to
capital necessary to fund our operations or address maturing liabilities on a timely basis, as well as the ability of
borrowers underlying our real estate-related assets and infrastructure loans, or of tenants of the properties we own, to
meet their obligations to us. The adverse impact of the COVID-19 pandemic could adversely affect our liquidity
position and could limit our ability to grow our business and fully execute our business strategy.
uncertainties created by the COVID-19 pandemic may make it difficult to estimate provisions for loan losses.
a general decline in business activity and demand for mortgage financing, servicing and other real estate and real
estate-related transactions, which could adversely affect our ability to source attractive investments or to redeploy the
proceeds from repayments of our existing investments.
temporary, prolonged or permanent changes involving our investment activities; to the extent we elect or are required
to limit or be more selective in making investments, we may strain our relationships or reputation with borrowers,
•
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•
•
•
•
•
•
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business partners and counterparties, breach actual or perceived obligations to them, or be subject to litigation and
claims from such borrowers, business partners and counterparties.
•
•
•
prolonged closures of, or other operational issues at, properties that secure our investments, or properties that we own.
the long-term impact on the market for office properties in the event a significant number of businesses continue to
utilize large-scale work-from-home policies as the COVID-19 pandemic continues and thereafter.
government-mandated moratoriums on the construction, development or redevelopment of properties underlying our
construction or rehabilitation loans, or with respect to infrastructure projects, may prevent the completion, on a timely
basis or at all, of such projects. The repayment of construction or rehabilitation loans often depends on the borrower’s
ability to secure permanent “take-out” financing, which requires the successful completion of construction and
stabilization of the project, or operation of the property with an income stream sufficient to meet operating expenses.
Similarly, because the loan structure for project finance relies primarily on the underlying project’s cash flows for
repayment, the ability of the project company to repay a project finance loan is dependent upon the successful
development, construction and/or operation of such project rather than upon the existence of independent income or
assets of the project company. Accordingly, if a project cannot be completed on a timely basis or at all as a result of
the COVID-19 pandemic and related governmental measures, the ability to repay the applicable loan will likely be
impaired. In addition, certain of such projects may rely on tax credits which may be available only if construction is
completed by certain deadlines, which may not be met because of such moratoriums.
To the extent the COVID-19 pandemic adversely affects our business, financial condition, results of operations,
liquidity, the market price of our common stock and our ability to make distributions to our stockholders, it may also have the
effect of heightening many of the other risks described in this Item 1A.
Provisions for credit losses are difficult to estimate.
Our credit loss provision is evaluated on a quarterly basis. The determination of such provision requires us to make
certain estimates and judgments, which may be difficult to determine. Our estimates and judgments are based on a number of
factors, including projected cash flow from the collateral securing our loans, debt structure, including the availability of
reserves and recourse guarantees, likelihood of repayment in full at the maturity of a loan, potential for refinancing and
expected market discount rates for varying property types, all of which remain uncertain and are subjective. Our estimates and
judgments may not be correct and, therefore, our results of operations and financial condition could be severely impacted.
Accounting Standards Update 2016-13, “Financial Instruments—Credit Losses, Measurement of Credit Losses on
Financial Instruments (Topic 326),” which replaces the “incurred loss” model for recognizing credit losses with an “expected
loss” model referred to as the Current Expected Credit Loss model (“CECL”) became effective for us on January 1, 2020.
Under the CECL model, we are required to provide allowances for credit losses on certain financial assets carried at amortized
cost, such as loans held-for-investment and held-to-maturity debt securities, including related future funding commitments and
accrued interest receivable. The measurement of expected credit losses is to be based on information about past events,
including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the
reported amount. This measurement takes place at the time the financial asset is first added to the balance sheet and updated
quarterly thereafter. This differs significantly from the “incurred loss” model previously required under GAAP, which delayed
recognition until it was probable a loss had been incurred. Accordingly, the adoption of the CECL model has materially affected
how we determine our credit loss provision and required us to significantly increase our allowance and recognize provisions for
credit losses earlier in the lending cycle. Moreover, the CECL model creates more volatility in the level of our credit loss
provisions. If we are required to materially increase our future level of credit loss allowances for any reason, such increase
could adversely affect our business, results of operations, liquidity and financial condition.
We have not established a minimum distribution payment level and we may not be able to make distributions to our
stockholders in the future at current levels or at all.
We are generally required to distribute to our stockholders at least 90% of our taxable income each year for us to
qualify as a REIT under the Code, which requirement we currently intend to satisfy through quarterly distributions of all or
substantially all of our REIT taxable income in such year, subject to certain adjustments. We have not established a minimum
distribution payment level, and our ability to pay distributions may be adversely affected by a number of factors, including the
risk factors contained in this Form 10-K. Although we have made, and anticipate continuing to make, quarterly distributions to
our stockholders, our board of directors has the sole discretion to determine the timing, form and amount of any future
distributions to our stockholders, and such determination will depend on our earnings, our financial condition, debt covenants,
maintenance of our REIT qualification and other factors as our board of directors may deem relevant from time to time. We
believe that a change in any one of the following factors could adversely affect our results of operations and impair our ability
to continue to pay distributions to our stockholders:
•
the profitability of the investment of the net proceeds from our equity offerings;
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•
our ability to make profitable investments;
• margin calls or other expenses that reduce our cash flow;
•
•
defaults in our asset portfolio or decreases in the value of our portfolio; and
the fact that anticipated operating expense levels may not prove accurate, as actual results may vary from estimates.
As a result, distributions to our stockholders in the future may not continue or the level of any future distributions we
do make to our stockholders may not achieve a market yield or increase or even be maintained over time, any of which could
materially and adversely affect our stockholders’ return on investment.
In addition, distributions that we make to our stockholders are generally taxable to our stockholders as ordinary
income. However, a portion of our distributions may be designated by us as long-term capital gains to the extent that they are
attributable to capital gain income recognized by us or may constitute a return of capital to the extent that they exceed our
earnings and profits as determined for tax purposes. A return of capital is not taxable, but has the effect of reducing the basis of
a stockholder’s investment in our common stock.
Risks Related to Sources of Financing
Our access to sources of financing may be limited and thus our ability to maximize our returns may be adversely affected.
Our financing sources currently include our credit agreements, our master repurchase agreements, our CLOs, our
single asset securitization ("SASB"), our convertible senior notes, our senior notes, our mortgage debt on certain investment
properties and common stock and debt offerings. Subject to market conditions and availability, we may seek additional sources
of financing in the form of bank credit facilities (including term loans and revolving facilities), repurchase agreements,
warehouse facilities, structured financing arrangements, public and private equity and debt issuances and derivative
instruments, in addition to transaction or asset-specific funding arrangements.
Our access to additional sources of financing will depend upon a number of factors, over which we have little or no
control, including:
•
•
•
•
•
general market conditions, including as a result of the COVID-19 pandemic;
the market’s view of the quality of our assets;
the market’s perception of our growth potential;
our current and potential future earnings and cash distributions; and
the market price of the shares of our common stock.
A dislocation and/or weakness in the capital and credit markets, including as a result of the COVID-19 pandemic,
could adversely affect one or more private lenders and could cause one or more of our private lenders to be unwilling or unable
to provide us with financing or to increase the costs of that financing. In addition, if regulatory capital requirements imposed on
our private lenders change, they may be required to limit, or increase the cost of, financing they provide to us. In general, this
could potentially increase our financing costs and reduce our liquidity or require us to sell assets at an inopportune time or
price.
To the extent structured financing arrangements are unavailable, we may have to rely more heavily on additional
equity issuances, which may be dilutive to our stockholders, or on less efficient forms of debt financing that require a larger
portion of our cash flow from operations, thereby reducing funds available for our operations, future business opportunities,
cash distributions to our stockholders and other purposes. We cannot assure you that we will have access to such equity or debt
capital on favorable terms (including, without limitation, cost and term) at the desired times, or at all, which may cause us to
curtail our asset acquisition activities and/or dispose of assets, which could negatively affect our results of operations.
Our significant indebtedness subjects us to increased risk of loss and may reduce cash available for distributions to our
stockholders.
We currently have a significant amount of indebtedness outstanding. As of December 31, 2021, our total consolidated
indebtedness was approximately $17.0 billion (excluding accounts payable, accrued expenses, other liabilities, VIE liabilities
and unfunded commitments). Our outstanding indebtedness currently includes our credit agreements, our repurchase
agreements, our CLO, our SASB, our convertible senior notes, our senior notes and mortgage debt on certain investment
properties. Subject to market conditions and availability, we may incur additional debt through bank credit facilities (including
term loans and revolving facilities), repurchase agreements, warehouse facilities, structured financing arrangements, public and
private debt issuances and derivative instruments, in addition to transaction or asset-specific funding arrangements. The
percentage of leverage we employ varies depending on our available capital, our ability to obtain and access financing
arrangements with lenders and the lenders’ and rating agencies’ estimate of the stability of our investment portfolio’s cash flow.
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Our governing documents contain no limitation on the amount of debt we may incur. We may significantly increase the amount
of leverage we utilize at any time without approval of our board of directors. However, our secured debt agreements contain
customary affirmative and negative covenants, including financial covenants, that in some cases restrict our total leverage (as
defined therein). Moreover, the respective indentures governing our senior notes contain covenants that, subject to a number of
exceptions and adjustments, among other things, limit our ability to incur additional indebtedness and require that we maintain
total unencumbered assets (as defined therein) of not less than 120% of the aggregate principal amount of our outstanding
unsecured indebtedness (as defined therein). In addition, we may leverage individual assets at substantially higher levels.
Incurring substantial debt subjects us to many risks that, if realized, would materially and adversely affect us, including the risk
that:
•
our cash flow from operations may be insufficient to make required payments of principal of and interest on the debt
or we may fail to comply with all of the other covenants contained in the debt, which is likely to result in
(i) acceleration of such debt (and any other debt containing a cross-default or cross-acceleration provision) that we
may be unable to repay from internal funds or to refinance on favorable terms, or at all, (ii) our inability to borrow
unused amounts under our financing arrangements, even if we are current in payments on borrowings under those
arrangements and/or (iii) the loss of some or all of our assets to foreclosure or sale;
•
our debt may increase our vulnerability to adverse economic and industry conditions, and investment yields may not
increase with higher financing costs;
• we may be required to dedicate a substantial portion of our cash flow from operations to payments on our debt, thereby
reducing funds available for operations, future business opportunities, stockholder distributions or other purposes; and
• we may not be able to refinance debt that matures prior to the investment it was used to finance on favorable terms, or
at all.
In addition, subject to certain conditions, the lenders under our credit facilities retain the sole discretion over the
market value of loans and/or securities that serve as collateral for the borrowings under our credit facilities for purposes of
determining whether we are required to pay margin to such lenders.
Interest rate fluctuations could significantly decrease our results of operations and cash flows and the market value of our
investments.
Our primary interest rate exposures relate to the following:
•
•
•
•
•
•
changes in interest rates may affect the yield on our investments and the financing cost of our debt, as well as the
performance of our interest rate swaps that we utilize for hedging purposes, which could result in operating losses for
us should interest expense exceed interest income;
declines in interest rates may reduce the yield on existing floating rate assets and/or the yield on prospective
investments;
changes in the level of interest rates may affect our ability to source investments;
increases in the level of interest rates may negatively impact the value of our investments and our ability to realize
gains from the disposition of assets;
increases in the level of interest rates may (x) increase the credit risk of our assets by negatively impacting the ability
of our borrowers to pay debt service or our ability to refinance our assets upon maturity and (y) negatively impact the
value of the real estate supporting our investments (or that we own directly) through the impact such increases can
have on property valuation capitalization rates; and
changes in interest rates and/or the differential between U.S. dollar interest rates and those of non-dollar currencies in
which we invest can adversely affect the value of our non-dollar assets and/or associated currency hedging
transactions.
Our operating results depend in large part on differences between the income from our assets, net of credit losses, and
our financing costs. We anticipate that for any period during which our assets are not match-funded, the income from such
assets will respond more slowly to interest rate fluctuations than the cost of our borrowings. Consequently, changes in interest
rates may significantly influence our net income. Interest rate fluctuations resulting in our interest expense exceeding interest
income would result in operating losses for us.
We are subject to risks associated with the discontinuation of LIBOR.
Our variable rate indebtedness uses LIBOR as a benchmark for establishing the rate. As of December 31, 2021, one-
week and two-month U.S. dollar LIBOR (and certain non-U.S. dollar LIBOR settings) were discontinued, while the remaining
non-U.S. dollar LIBOR settings ceased to be representative and thereafter began to be published only on a “synthetic basis”. In
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addition, the UK Financial Conduct Authority (the “FCA”), which is the regulator of the LIBOR administrator, has announced
that the principal U.S. dollar LIBOR tenors (overnight and one, three, six and 12 months) will cease to be published by any
administrator or will no longer be representative as of June 30, 2023.
Despite the expected publication of the principal U.S. dollar LIBOR settings through June 30, 2023, the FCA has
prohibited the firms it regulates from using such settings in new contracts after December 31, 2021 (subject to limited
exceptions), and certain U.S. (and other) regulators have stated that no new contracts using U.S. dollar LIBOR should be
entered into after that date.
Accordingly, many LIBOR obligations have transitioned to another benchmark or will do so. Different types of
financial products have transitioned, or are expected to transition, to different alternative benchmarks; and there is no assurance
that any alternative benchmark will be the economic equivalent of any LIBOR setting. For some existing LIBOR-based
obligations, the contractual consequences of the discontinuation of LIBOR may not be clear.
Although the foregoing reflects the timing (or expected timing) of LIBOR discontinuation and certain consequences,
there is no assurance that LIBOR, of any particular currency or tenor, will continue to be published until any particular date or
in any particular form, and there is no assurance regarding the consequences of LIBOR discontinuation. Uncertainty as to the
foregoing and the nature of alternative reference rates may adversely impact the availability and costs of borrowings.
We are continuing to evaluate the impact of the LIBOR transition and the establishment of alternative reference rates,
and there is no assurance that we have identified all material potential effects that these events may have on our business,
financial condition, results of operations, liquidity, the market price of our common stock and our ability to make distributions
to our stockholders.
SOFR is expected to replace U.S. dollar LIBOR, and SONIA is replacing sterling LIBOR, which subjects us to various
risks.
In the United States, there have been efforts to identify alternative reference interest rates for U.S. dollar LIBOR. The
cash markets have generally coalesced around recommendations from the Alternative Reference Rates Committee (the
“ARRC”), which was convened by the Board of Governors of the Federal Reserve System and the Federal Reserve Bank of
New York (“FRBNY”). The ARRC has recommended that U.S. dollar LIBOR be replaced by rates based on the Secured
Overnight Financing Rate (“SOFR”) plus, in the case of existing LIBOR contracts and obligations, a spread adjustment. The
derivatives markets are also expected to use SOFR-based rates to replace U.S. dollar LIBOR.
SOFR has a limited history, having been first published in April 2018. The future performance of SOFR, and SOFR-
based reference rates, cannot be predicted based on SOFR’s history or otherwise. Future levels of SOFR may bear little or no
relation to historical levels of SOFR, LIBOR or other rates. SOFR-based rates will differ from U.S. dollar LIBOR, and the
differences may be material. SOFR is intended to be a broad measure of the cost of borrowing funds overnight in transactions
that are collateralized by U.S. Treasury securities. Because SOFR is a financing rate based on overnight secured funding
transactions, it differs fundamentally from LIBOR. LIBOR is intended to be an unsecured rate that represents interbank funding
costs for different short-term tenors. It is a forward-looking rate reflecting expectations regarding interest rates for those tenors.
Thus, LIBOR is intended to be sensitive to bank credit risk and to short-term interest rate risk. In contrast, SOFR is a secured
overnight rate reflecting the credit of U.S. Treasury securities as collateral. Thus, it is intended to be insensitive to credit risk
and to risks related to interest rates other than overnight rates. SOFR has been more volatile than other benchmark or market
rates, such as three-month U.S. dollar LIBOR, during certain periods.
It is expected that more than one SOFR-based rate will be used in the financial markets. Like LIBOR, some SOFR-
based rates will be forward-looking term rates; other SOFR-based rates will be intended to resemble rates for term structures
through their use of averaging mechanisms applied to rates from overnight transactions, as in the case of “simple average” or
“compounded average” SOFR. Different kinds of SOFR-based rates will result in different interest rates. Mismatches between
SOFR-based rates, and between SOFR-based rates and other rates, may cause economic inefficiencies, particularly if market
participants seek to hedge one kind of SOFR-based rate by entering into hedge transactions based on another SOFR-based rate
or another rate. For these reasons, among others, there is no assurance that SOFR, or rates derived from SOFR, will perform in
the same or a similar way as U.S. dollar LIBOR would have performed at any time, and there is no assurance that SOFR-based
rates will be a suitable substitute for U.S. dollar LIBOR.
In the United Kingdom, the Working Group on Sterling Risk-Free Reference Rates has recommended SONIA
(Sterling Overnight Index Average), published by the Bank of England, as the risk-free rate for the sterling markets. SONIA is
used extensively across the sterling derivative, loan and bond markets. A large number of contracts formerly based on sterling
LIBOR have transitioned to using SONIA as their benchmark. However, certain contracts continue to use sterling LIBOR
settings that (as noted above) are now being published only on a “synthetic basis”. Similar to the position described above with
regard to U.S. dollar LIBOR and SOFR, there are different bases for determining SONIA rates (including compounded rates
and term rates), different SONIA-based rates may be, or become, customary in different markets or products, and practice
continues to develop in these (and other) respects. Mismatches could exist among different SONIA-based rates, and between
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any SONIA-based rate and any other rate. There is no assurance that SONIA, or rates derived from SONIA, will perform in the
same or a similar way as sterling LIBOR would have performed at any time, and there is no assurance that SONIA-based rates
will be a suitable substitute for sterling LIBOR.
Non-LIBOR floating rate obligations, including SOFR-based or SONIA-based obligations, may have returns and
values that fluctuate more than those of floating rate obligations that are based on LIBOR or other rates. Also, because SOFR,
the current forms of SONIA, and some alternative floating rates are relatively new market indexes, markets for certain non-
LIBOR obligations may never develop or may not be liquid. Market terms for non-LIBOR floating rate obligations, such as the
spread over the index reflected in interest rate provisions, may evolve over time, and prices of non-LIBOR floating rate
obligations may be different depending on when they are issued and changing views about correct spread levels.
These matters may adversely affect financial markets generally and may also adversely affect our operations
specifically, particularly as financial markets continue to transition away from LIBOR.
Our warehouse facilities may limit our ability to acquire assets, and we may incur losses if the collateral is liquidated.
We utilize warehouse facilities pursuant to which we accumulate mortgage loans in anticipation of a securitization
financing, which assets are pledged as collateral for such facilities until the securitization transaction is consummated. In order
to borrow funds to acquire assets under any additional warehouse facilities, we expect that our lenders thereunder would have
the right to review the potential assets for which we are seeking financing. We may be unable to obtain the consent of a lender
to acquire assets that we believe would be beneficial to us and we may be unable to obtain alternate financing for such assets. In
addition, a securitization transaction may not be consummated with respect to the assets being warehoused. If the securitization
is not consummated, the lender could liquidate the warehoused collateral and we would then have to pay any amount by which
the original purchase price of the collateral assets exceeds its sale price, subject to negotiated caps, if any, on our exposure. In
addition, regardless of whether the securitization is consummated, if any of the warehoused collateral is sold before the
consummation, we would have to bear any resulting loss on the sale. We may not be able to obtain additional warehouse
facilities on favorable terms, or at all.
The utilization of our repurchase agreements is subject to the pre-approval of the lender.
We utilize repurchase agreements to finance certain investments. In order for us to borrow funds under a repurchase
agreement, our lender must have the right to review the potential assets for which we are seeking financing and approve such
assets in its sole discretion. Accordingly, we may be unable to obtain the consent of a lender to finance an investment and
alternate sources of financing for such asset may not exist.
A failure to comply with restrictive covenants in our financing arrangements would have a material adverse effect on us,
and any future financings may require us to provide additional collateral or pay down debt.
We are subject to various restrictive covenants contained in our existing financing arrangements and may become
subject to additional covenants in connection with future financings. Our credit agreements contain covenants that restrict our
ability to incur additional debt or liens, make certain investments or acquisitions, merge, consolidate or transfer or dispose of
substantially all of our assets or otherwise dispose of property and assets, pay dividends and make certain other restricted
payments, change the nature of our business or enter into transactions with affiliates. Our credit agreements, as well as our
master repurchase agreements, each requires us to maintain compliance with various financial covenants, including, as
applicable, a minimum tangible net worth and cash liquidity, and specified financial ratios, such as total debt to total assets and
EBITDA to fixed charges or loan-to-value ratios. In addition, the respective indentures governing our respective senior notes
contain covenants that, subject to a number of exceptions, adjustments and, in certain circumstances, termination provisions,
among other things: limit our ability to incur additional indebtedness; require that we maintain total unencumbered assets (as
defined therein) of not less than 120% of the aggregate principal amount of our outstanding unsecured indebtedness (as defined
therein); and impose certain requirements in order for us to merge or consolidate with another person.
These covenants may limit our flexibility to pursue certain investments or incur additional debt. If we fail to meet or
satisfy any of these covenants, we would be in default under these agreements and our indebtedness could be declared due and
payable. In addition, our lenders could terminate their commitments, require the posting of additional collateral and enforce
their interests against existing collateral. We may also be subject to cross-default and acceleration rights and, with respect to
collateralized debt, the posting of additional collateral and foreclosure rights upon default. Further, such limitations on our
liquidity could also make it difficult for us to satisfy the distribution requirements necessary to maintain our status as a REIT
for U.S. federal income tax purposes.
Our credit agreements and master repurchase agreements also involve the risk that the market value of the loans
pledged or sold by us to the repurchase agreement counterparty or provider of the bank credit facility may decline in value, in
which case the lender may require us to provide additional collateral or to repay all or a portion of the funds advanced. We may
not have the funds available to repay our debt at that time, which would likely result in defaults unless we are able to raise the
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funds from alternative sources, which we may not be able to achieve on favorable terms or at all. Posting additional collateral
would reduce our liquidity and limit our ability to leverage our assets. If we cannot meet these requirements, the lender could
accelerate our indebtedness, increase the interest rate on advanced funds and terminate our ability to borrow funds from them,
which could materially and adversely affect our financial condition and ability to continue to implement our business plan. In
addition, in the event that the lender files for bankruptcy or becomes insolvent, our loans may become subject to bankruptcy or
insolvency proceedings, thus depriving us, at least temporarily, of the benefit of these assets. Such an event could restrict our
access to bank credit facilities and increase our cost of capital.
If one or more of our Manager’s executive officers are no longer employed by our Manager, the financial institutions
providing us financing may not provide future financing to us, which could materially and adversely affect us.
If financial institutions with whom we seek to finance our investments require that one or more of our Manager’s
executives continue to serve in such capacity and if one or more of our Manager’s executives are no longer employed by our
Manager, it may constitute an event of default and the financial institution providing the arrangement may have acceleration
rights with respect to outstanding borrowings and termination rights with respect to our ability to finance our future investments
with that institution. If we are unable to obtain financing for our accelerated borrowings and for our future investments under
such circumstances, we could be materially and adversely affected.
We directly or indirectly utilize non-recourse securitizations, and such structures expose us to risks that could result in
losses to us.
We utilize non-recourse securitizations of our investments in mortgage loans to the extent consistent with the
maintenance of our REIT qualification and exemption from the Investment Company Act in order to generate cash for funding
new investments and/or to leverage existing assets. In most instances, this involves us transferring our loans to a special
purpose securitization entity in exchange for cash. In some sale transactions, we also retain a subordinated interest in the loans
sold. The securitization of our portfolio investments might magnify our exposure to losses on those portfolio investments
because the subordinated interest we retain in the loans sold would be subordinate to the senior interest in the loans sold, and
we would, therefore, absorb all of the losses sustained with respect to a loan sold before the owners of the senior interest
experience any losses. Moreover, we cannot be assured that we will be able to access the securitization market in the future or
be able to do so at favorable rates. The inability to consummate securitizations of our portfolio investments to finance our
investments on a long-term basis could require us to seek other forms of potentially less attractive financing or to liquidate
assets at an inopportune time or price, which could adversely affect our performance and our ability to continue to grow our
business.
We may not have the ability to raise funds on acceptable terms necessary to settle conversions of our outstanding convertible
senior notes or to purchase our outstanding convertible senior notes upon a fundamental change.
As of December 31, 2021, we had $250.0 million in principal amount of convertible senior notes outstanding. If a
fundamental change within the meaning of our outstanding convertible senior notes occurs, holders of those notes will have the
right to require us to purchase for cash any or all of their notes. The fundamental change purchase price will equal 100% of the
principal amount of the notes to be purchased, plus accrued and unpaid interest thereon. In addition, upon conversion of the
convertible senior notes, we will be required to make cash payments in respect of the notes being converted, unless we elect to
settle the conversion entirely in shares of our common stock. However, we may not have sufficient funds at the time we are
required to purchase the notes surrendered therefor or to make cash payments on the notes being converted, and we may not be
able to arrange necessary financing on acceptable terms. If we were unable to raise necessary funding on acceptable terms, our
operating results and financial position could be negatively impacted if we were required to repurchase the notes or to pay cash
upon conversion.
Risks Related to Hedging
We enter into hedging transactions that could expose us to contingent liabilities in the future.
Subject to maintaining our qualification as a REIT, part of our investment strategy involves entering into hedging
transactions that require us to fund cash payments in certain circumstances (such as the early termination of the hedging
instrument caused by an event of default or other early termination event, or the decision by a counterparty to request margin
securities it is contractually owed under the terms of the hedging instrument). The amount due would be equal to the unrealized
loss of the open swap positions with the respective counterparty and could also include other fees and charges. These economic
losses will be reflected in our results of operations, and our ability to fund these obligations will depend on the liquidity of our
assets and access to capital at the time, and the need to fund these obligations could adversely impact our financial condition.
Hedging may adversely affect our earnings, which could reduce our cash available for distribution to our stockholders.
Subject to maintaining our qualification as a REIT, we pursue various hedging strategies to seek to reduce our
exposure to adverse changes in interest and foreign currency rates. Our hedging activity varies in scope based on the level and
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volatility of interest rates, exchange rates, the types of assets held and other changing market conditions. Hedging may fail to
protect or could adversely affect us because, among other things:
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interest rate, currency and/or credit hedging can be expensive and may result in us receiving less interest income;
available interest rate hedges may not correspond directly with the interest rate risk for which protection is sought;
due to a credit loss, prepayment or asset sale, the duration of the hedge may not match the duration of the related asset
or liability;
the amount of income that a REIT may earn from hedging transactions (other than hedging transactions that satisfy
certain requirements of the Code or that are done through a TRS) to offset losses is limited by U.S. federal tax
provisions governing REITs;
the credit quality of the hedging counterparty owing money on the hedge may be downgraded to such an extent that it
impairs our ability to sell or assign our side of the hedging transaction; and
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the hedging counterparty owing money in the hedging transaction may default on its obligation to pay.
In addition, we may fail to recalculate, readjust or execute hedges in an efficient manner.
Any hedging activity in which we engage may materially and adversely affect our results of operations and cash flows.
Therefore, while we may enter into such transactions seeking to reduce risks, unanticipated changes in interest rates, credit
spreads or currencies may result in poorer overall investment performance than if we had not engaged in any such hedging
transactions. In addition, the degree of correlation between price movements of the instruments used in a hedging strategy and
price movements in the portfolio positions or liabilities being hedged may vary materially. Moreover, for a variety of reasons,
we may not seek to establish a perfect correlation between such hedging instruments and the portfolio positions or liabilities
being hedged. Any such imperfect correlation may prevent us from achieving the intended hedge and expose us to risk of loss.
Hedging instruments often are not traded on regulated exchanges, guaranteed by an exchange or its clearing house, or
regulated by any U.S. or foreign governmental authorities and involve risks and costs that could result in material losses.
The cost of using hedging instruments increases as the period covered by the instrument increases and during periods
of rising and volatile interest rates. In addition, some hedging instruments involve risk because they often are not traded on
regulated exchanges, guaranteed by an exchange or its clearing house or regulated by any U.S. or foreign governmental
authorities. Consequently, in many cases, there are no requirements with respect to record keeping, financial responsibility or
segregation of customer funds and positions. Furthermore, the enforceability of agreements underlying hedging transactions
may depend on compliance with applicable securities, commodity and other regulatory requirements and, depending on the
identity of the counterparty, applicable international requirements. The business failure of a hedging counterparty with whom
we enter into a hedging transaction that is not cleared on a regulated centralized clearing house will most likely result in its
default. Default by a party with whom we enter into a hedging transaction may result in the loss of unrealized profits and force
us to cover our commitments, if any, at the then current market price. Although generally we will seek to reserve the right to
terminate our hedging positions, it may not always be possible to dispose of or close out a hedging position without the consent
of the hedging counterparty and we may not be able to enter into an offsetting contract in order to cover our risk. We cannot
assure you that a liquid secondary market will exist for hedging instruments purchased or sold, and we may be required to
maintain a position until exercise or expiration, which could result in significant losses.
We may fail to qualify for, or choose not to elect, hedge accounting treatment.
We record derivative and hedging transactions in accordance with GAAP. Under these standards, we may fail to
qualify for, or choose not to elect, hedge accounting treatment for a number of reasons, including if we use instruments that do
not meet the definition of a derivative (such as short sales), we fail to satisfy hedge documentation and hedge effectiveness
assessment requirements or our instruments are not highly effective. If we fail to qualify for, or choose not to elect, hedge
accounting treatment, our operating results may be volatile because changes in the fair value of the derivatives that we enter
into may not be offset by a change in the fair value of the related hedged transaction or item.
Risks Related to Our Real Estate-Related Investments
The lack of liquidity in our investments may adversely affect our business.
The lack of liquidity of our investments in real estate loans and investments, other than certain of our investments in
MBS, may make it difficult for us to sell such investments if the need or desire arises. Many of the securities we purchase are
not registered under the relevant securities laws, resulting in a prohibition against their transfer, sale, pledge or their disposition,
except in a transaction that is exempt from the registration requirements of, or otherwise in accordance with, those laws. In
addition, certain investments such as B-Notes, mezzanine loans and bridge and other loans are also particularly illiquid
investments due to their short life, their potential unsuitability for securitization and/or the greater difficulty of recovery in the
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event of a borrower default. As a result, many of our current investments are, and our future investments will be, illiquid and if
we are required to liquidate all or a portion of our portfolio quickly, we may realize significantly less than the value at which we
have previously recorded our investments. Further, we may face other restrictions on our ability to liquidate an investment in a
business entity to the extent that we or our Manager has or could be attributed with material non-public information regarding
such business entity. As a result, our ability to vary our portfolio in response to changes in economic and other conditions may
be relatively limited, which could adversely affect our results of operations and financial condition.
In connection with certain contributions of properties to our subsidiary, SPT Dolphin Intermediate LLC (“SPT
Dolphin”), we have entered into a tax protection agreement with the contributors of such properties, pursuant to which SPT
Dolphin is generally restricted from transferring the applicable properties during a specified period unless such contributors are
indemnified against the tax liability on their shares of any gain recognized in such transfers (as well as any such tax liability
arising due to SPT Dolphin not maintaining a specified level of nonrecourse debt on those properties during the specified
period). This tax protection agreement, and any additional tax protection agreements that a subsidiary of ours may enter into in
the future, will limit our flexibility to sell or otherwise dispose of, or to reduce the amount of indebtedness encumbering, the
relevant properties even if it would otherwise be economically advantageous to us to do so.
Our investments may be concentrated and are subject to risk of default.
While we seek to diversify our portfolio of investments, we are not required to observe specific diversification criteria,
except as may be set forth in the investment guidelines adopted by our board of directors. Therefore, our investments in our
target assets may at times be concentrated in certain property types that are subject to higher risk of foreclosure or secured by
properties concentrated in a limited number of geographic locations. To the extent that our portfolio is concentrated in any one
region or type of asset, downturns relating generally to such region or type of asset may result in defaults on a number of our
investments within a short time period, which may reduce our net income and the value of our common stock and accordingly
reduce our ability to make distributions to our stockholders.
Difficult conditions in the mortgage, commercial and residential real estate markets may cause us to experience market
losses related to our holdings.
Our results of operations are materially affected by conditions in the real estate markets, the financial markets and the
economy generally. Concerns about the real estate market, as well as the COVID-19 pandemic, inflation, energy costs,
geopolitical issues and the availability and cost of credit, have contributed to increased volatility and diminished expectations
for the economy and markets going forward. The residential mortgage market has been affected by changes in the lending
landscape, and there is no assurance that these conditions have stabilized or that they will not worsen. The disruption in the
residential mortgage market has an impact on new demand for homes, which weigh on future home price performance. There is
a strong inverse correlation between home price growth rates and mortgage loan delinquencies. Deterioration in the real estate
market may cause us to experience losses related to our assets and to sell assets at a loss. Declines in the market values of our
investments may adversely affect our results of operations and credit availability, which may reduce earnings and, in turn, cash
available for distribution to our stockholders.
Our preferred equity investments involve a greater risk of loss than conventional debt financing.
We make preferred equity investments. These investments involve a higher degree of risk than conventional debt
financing due to a variety of factors, including their non-collateralized nature and subordinated ranking to other loans and
liabilities of the entity in which such preferred equity is held. Accordingly, if the issuer defaults on our investment, we would
only be able to proceed against such entity in accordance with the terms of the preferred security and not against any property
owned by such entity. Furthermore, in the event of bankruptcy or foreclosure, we would only be able to recoup our investment
after all lenders to, and other creditors of, such entity are paid in full. As a result, we may lose all or a significant part of our
investment, which could result in significant losses.
Our commercial construction or rehabilitation lending may expose us to increased lending risks.
Construction or rehabilitation loans generally expose a lender to greater risk of non-payment and loss than permanent
commercial mortgage loans because repayment of the loans often depends on the borrower’s ability to secure permanent “take-
out” financing, which requires the successful completion of construction, renovation, refurbishment or expansion and
stabilization of the project, or operation of the property with an income stream sufficient to meet operating expenses, including
debt service on such replacement financing. For construction or rehabilitation loans, increased risks include the accuracy of the
estimate of the property’s value at completion of construction, renovation, refurbishment or expansion and the estimated cost of
construction, renovation, refurbishment or expansion—all of which may be affected by unanticipated delays and cost over-runs.
Such loans typically involve an expectation that the borrower’s sponsors will contribute sufficient equity funds in order to keep
the loan “in balance,” and the sponsors’ failure or inability to meet this obligation could result in delays in construction,
renovation, refurbishment or expansion or an inability to complete such work. Commercial construction or rehabilitation loans
also expose the lender to additional risks of contractor non-performance or borrower disputes with contractors resulting in
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mechanic’s or materialmen’s liens on the property and possible further delay. In addition, since such loans generally entail
greater risk than mortgage loans on income producing property, we may need to increase our allowance for loan losses in the
future to account for the likely increase in probable incurred credit losses associated with such loans. Further, as the lender
under a construction or rehabilitation loan, we may be obligated to fund all or a significant portion of the loan at one or more
future dates. We may not have the funds available at such future date(s) to meet our funding obligations under the loan. In that
event, we would likely be in breach of the loan unless we are able to raise the funds from alternative sources, which we may not
be able to achieve on favorable terms or at all. In addition, many of our construction or rehabilitation loans have multiple
lenders and if another lender fails to fund, we could be faced with the choice of either funding for that defaulting lender or
suffering a delay or protracted interruption in the progress of construction, renovation, refurbishment or expansion.
The commercial mortgage loans we originate or acquire and the mortgage loans underlying our CMBS investments are
subject to the ability of the commercial property owner to generate net income from operating the property, as well as the
risks of delinquency and foreclosure.
Commercial mortgage loans are secured by multifamily or commercial property and are subject to risks of delinquency
and foreclosure, and risks of loss may be greater than similar risks associated with loans made on the security of single-family
residential property. The ability of a borrower to repay a loan secured by an income-producing property typically is dependent
primarily upon the successful operation of such property rather than upon the existence of independent income or assets of the
borrower. If the net operating income of the property is reduced, the borrower’s ability to repay the loan may be impaired. Net
operating income of an income-producing property can be adversely affected by, among other things,
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tenant mix;
success of tenant businesses;
property management decisions;
property location, condition and design;
competition from comparable types of properties;
changes in laws that increase operating expenses or limit rents that may be charged;
changes in national, regional or local economic conditions and/or specific industry segments, including the credit and
securitization markets;
declines in regional or local real estate values;
declines in regional or local rental or occupancy rates;
increases in interest rates, real estate tax rates and other operating expenses;
costs of remediation and liabilities associated with environmental conditions;
the potential for uninsured or underinsured property losses;
changes in governmental laws and regulations, including fiscal policies, zoning ordinances and environmental
legislation and the related costs of compliance; and
acts of God, terrorist attacks, pandemics, such as COVID-19, natural disasters, global climate change, social unrest and
civil disturbances.
In the event of any default under a mortgage loan held directly by us, we will bear a risk of loss of principal to the
extent of any deficiency between the value of the collateral and the principal and accrued interest of the mortgage loan, which
could have a material adverse effect on our cash flow from operations and limit amounts available for distribution to our
stockholders. In the event of the bankruptcy of a mortgage loan borrower, the mortgage loan to such borrower will be deemed
to be secured only to the extent of the value of the underlying collateral at the time of bankruptcy (as determined by the
bankruptcy court), and the lien securing the mortgage loan will be subject to the avoidance powers of the bankruptcy trustee or
debtor-in-possession to the extent the lien is unenforceable under state law. Foreclosure of a mortgage loan can be an expensive
and lengthy process, which could have a substantial negative effect on our anticipated return on the foreclosed mortgage loan.
Our investments in CMBS are generally subject to losses.
Our investments in CMBS are subject to losses. In general, losses on a mortgaged property securing a mortgage loan
included in a securitization will be borne first by the equity holder of the property, then by a cash reserve fund or letter of credit,
if any, then by the holder of a mezzanine loan or B-Note, if any, then by the “first loss” subordinated security holder (generally,
the “B-Piece” buyer) and then by the holder of a higher-rated security. In the event of default and the exhaustion of any equity
support, reserve fund, letter of credit, mezzanine loans or B-Notes, and any classes of securities junior to those in which we
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invest, we will not be able to recover all of our investment in the securities we purchase. In addition, if the underlying mortgage
portfolio has been overvalued by the originator, or if the values subsequently decline and, as a result, less collateral is available
to satisfy interest and principal payments due on the related CMBS, there would be an increased risk of loss. The prices of
lower credit quality securities are generally less sensitive to interest rate changes than more highly rated investments, but more
sensitive to adverse economic downturns or individual issuer developments.
Dislocations, illiquidity and volatility in the market for commercial real estate as well as the broader financial markets could
adversely affect the performance and value of commercial mortgage loans, the demand for CMBS and the value of CMBS
investments.
Any significant dislocations, illiquidity or volatility in the real estate and securitization markets, including the market
for CMBS, as well as global financial markets and the economy generally, could adversely affect our business and financial
results. We cannot assure you that dislocations in the commercial mortgage loan market will not occur in the future.
Challenging economic conditions affect the financial strength of many commercial, multifamily and other tenants and
result in increased rent delinquencies and decreased occupancy. Economic challenges may lead to decreased occupancy,
decreased rents or other declines in income from, or the value of, commercial, multifamily and manufactured housing
community real estate.
Declining commercial real estate values, coupled with tighter underwriting standards for commercial real estate loans,
may prevent commercial borrowers from refinancing their mortgages, which results in increased delinquencies and defaults on
commercial, multifamily and other mortgage loans. Declines in commercial real estate values also result in reduced borrower
equity, further hindering borrowers’ ability to refinance in an environment of increasingly restrictive lending standards and
giving them less incentive to cure delinquencies and avoid foreclosure. The lack of refinancing opportunities has impacted and
could impact in the future, in particular, mortgage loans that do not fully amortize and on which there is a substantial balloon
payment due at maturity, because borrowers generally expect to refinance these types of loans on or prior to their maturity date.
Finally, declining commercial real estate values and the associated increases in loan-to-value ratios would result in lower
recoveries on foreclosure and an increase in losses above those that would have been realized had commercial property values
remained the same or increased. Continuing defaults, delinquencies and losses would further decrease property values, thereby
resulting in additional defaults by commercial mortgage borrowers, further credit constraints and further declines in property
values.
For a discussion of the risk factors affecting us relating to the COVID-19 pandemic, see “The global COVID-19
pandemic has had, and may continue to have, an adverse impact on our operations and financial performance, as well as on the
operations and financial performance of many of the borrowers underlying our real estate-related assets and tenants of our
owned properties. We are unable to predict the extent to which the pandemic and related impacts may continue to adversely
impact our business, financial condition, results of operations, liquidity, the market price of our common stock and our ability
to make distributions to our stockholders.”
If we overestimate the yields or incorrectly price the risks of our investments, we may experience losses.
We value our investments based on yields and risks, taking into account estimated future losses on the mortgage loans
and the underlying collateral included in the securitization’s pools, and the estimated impact of these losses on expected future
cash flows and returns. Our loss estimates may not prove accurate, as actual results may vary from estimates. In the event that
we underestimate the asset level losses relative to the price we pay for a particular investment, we may experience losses with
respect to such investment.
Real estate valuation is inherently subjective and uncertain.
The valuation of real estate and therefore the valuation of any underlying security relating to loans made by us is
inherently subjective due to, among other factors, the individual nature of each property, its location, the expected future rental
revenues from that particular property and the valuation methodology adopted. In addition, where we invest in construction
loans, initial valuations will assume completion of the project. As a result, the valuations of the real estate assets against which
we make loans are subject to a degree of uncertainty and are made on the basis of assumptions and methodologies that may not
prove to be accurate, particularly in periods of volatility, low transaction flow or restricted debt availability in the commercial
or residential real estate markets.
Any investments in corporate bank debt and debt securities of commercial real estate operating or finance companies are
subject to the specific risks relating to the particular companies and to the general risks of investing in real estate-related
loans and securities, which may result in significant losses.
We may invest in corporate bank debt and in debt securities of commercial real estate operating or finance companies.
These investments involve special risks relating to the particular company, including its financial condition, liquidity, results of
operations, business and prospects. In particular, the debt securities are often non-collateralized and may also be subordinated to
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its other obligations. We also invest in debt securities of companies that are not rated or are rated non-investment grade by one
or more rating agencies. Investments that are not rated or are rated non-investment grade have a higher risk of default than
investment grade rated assets and therefore may result in losses to us. We have not adopted any limit on such investments.
These investments also subject us to the risks inherent with real estate-related investments, including:
risks of delinquency and foreclosure, and risks of loss in the event thereof;
the dependence upon the successful operation of, and net income from, real property;
risks generally incident to interests in real property; and
risks specific to the type and use of a particular property.
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These risks may adversely affect the value of our investments in commercial real estate operating and finance
companies and the ability of the issuers thereof to make principal and interest payments in a timely manner, or at all, and could
result in significant losses.
Investments in non-conforming and non-investment grade rated loans or securities involve increased risk of loss.
Many of our investments do not conform to conventional loan standards applied by traditional lenders and either are
not rated or rated as non-investment grade by the rating agencies. The non-investment grade credit ratings for these assets
typically result from the overall leverage of the loans, the lack of a strong operating history for the properties underlying the
loans, the borrowers’ credit history, the properties’ underlying cash flow or other factors. As a result, these investments have a
higher risk of default and loss than investment grade rated assets. Any loss we incur may be significant and may reduce
distributions to our stockholders and adversely affect the market value of our common stock. There are no limits on the
percentage of unrated or non-investment grade rated assets we may hold in our investment portfolio.
Any credit ratings assigned to our investments are subject to ongoing evaluations and revisions and we cannot assure you
that those ratings will not be downgraded.
Some of our investments are rated by Moody’s Investors Service, Inc., Fitch Ratings, Inc., S&P Global Ratings,
DBRS, Inc. or Kroll Bond Rating Agency, Inc. Any credit ratings on our investments are subject to ongoing evaluation by
credit rating agencies, and we cannot assure you that any such ratings will not be changed or withdrawn by a rating agency in
the future if, in its judgment, circumstances warrant. If rating agencies assign a lower-than-expected rating or reduce or
withdraw, or indicate that they may reduce or withdraw, their ratings of our investments in the future, the value of these
investments could significantly decline, which would adversely affect the value of our investment portfolio and could result in
losses upon disposition or the failure of borrowers to satisfy their debt service obligations to us.
The B-Notes that we acquire are subject to additional risks related to the privately negotiated structure and terms of the
transaction, which may result in losses to us.
We invest in B-Notes. A B-Note is a mortgage loan typically (i) secured by a first mortgage on a single large
commercial property or group of related properties and (ii) subordinated to an A-Note secured by the same first mortgage on the
same collateral. As a result, if a borrower defaults, there may not be sufficient funds remaining for a B-Note holder after
payment to the A-Note holder. However, because each transaction is privately negotiated, B-Notes can vary in their structural
characteristics and risks. For example, the rights of holders of B-Notes to control the process following a borrower default may
vary from transaction to transaction. Further, B-Notes typically are secured by a single property and so reflect the risks
associated with significant concentration. Significant losses related to our B-Notes would result in operating losses for us and
may limit our ability to make distributions to our stockholders.
Our mezzanine loans involve greater risks of loss than senior loans secured by income-producing properties.
We invest in mezzanine loans, which sometimes take the form of subordinated loans secured by second mortgages on
the underlying property or more commonly take the form of loans secured by a pledge of the ownership interests of either the
entity owning the property or a pledge of the ownership interests of the entity that owns the interest in the entity owning the
property. These types of assets involve a higher degree of risk than long-term senior mortgage lending secured by income-
producing real property because the loan may become unsecured as a result of foreclosure by the senior lender. In the event of a
bankruptcy of the entity providing the pledge of its ownership interests as security, we may not have full recourse to the assets
of such entity, or the assets of the entity may not be sufficient to satisfy our mezzanine loan. If a borrower defaults on our
mezzanine loan or debt senior to our loan, or in the event of a borrower bankruptcy, our mezzanine loan will be satisfied only
after the senior debt. As a result, we may not recover some or all of our investment. In addition, mezzanine loans may have
higher loan-to-value ratios than conventional mortgage loans, resulting in less equity in the property and increasing the risk of
loss of principal. Significant losses related to our mezzanine loans would result in operating losses for us and may limit our
ability to make distributions to our stockholders.
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Bridge loans involve a greater risk of loss than traditional investment-grade mortgage loans with fully insured borrowers.
We may acquire bridge loans secured by first lien mortgages on a property to borrowers who are typically seeking
short-term capital to be used in an acquisition, construction or rehabilitation of a property, or other short-term liquidity needs.
The typical borrower under a bridge loan has usually identified an undervalued asset that has been under-managed and/or is
located in a recovering market. If the market in which the asset is located fails to recover according to the borrower’s
projections, or if the borrower fails to improve the quality of the asset’s management and/or the value of the asset, the borrower
may not receive a sufficient return on the asset to satisfy the bridge loan, and we bear the risk that we may not recover some or
all of our initial expenditure.
In addition, borrowers usually use the proceeds of a conventional mortgage to repay a bridge loan. A bridge loan
therefore is subject to the risk of a borrower’s inability to obtain permanent financing to repay the bridge loan. Bridge loans are
also subject to risks of borrower defaults, bankruptcies, fraud, losses and special hazard losses that are not covered by standard
hazard insurance. In the event of any default under bridge loans held by us, we bear the risk of loss of principal and non-
payment of interest and fees to the extent of any deficiency between the value of the mortgage collateral and the principal
amount and unpaid interest of the bridge loan. To the extent we suffer such losses with respect to our bridge loans, the value of
our company and the price of our shares of common stock may be adversely affected.
We purchase securities backed by subprime or alternative documentation residential loans, which are subject to increased
risks.
We own non-agency RMBS backed by collateral pools of mortgage loans that have been originated using underwriting
standards that are less restrictive than those used in underwriting “prime” mortgage loans. These lower standards include
mortgage loans made to borrowers having imperfect or impaired credit histories, mortgage loans where the amount of the loan
at origination is 80% or more of the value of the mortgaged property, mortgage loans made to borrowers with low credit scores,
mortgage loans made to borrowers who have other debt that represents a large portion of their income and mortgage loans made
to borrowers whose income is not required to be disclosed or verified. Due to economic conditions, including increased interest
rates and lower home prices, as well as aggressive lending practices, subprime mortgage loans have in recent periods
experienced increased rates of delinquency, foreclosure, bankruptcy and loss, and they are likely to continue to experience
delinquency, foreclosure, bankruptcy and loss rates that are higher, and that may be substantially higher, than those experienced
by mortgage loans underwritten in a more traditional manner. Thus, because of the higher delinquency rates and losses
associated with subprime mortgage loans and alternative documentation (“Alt-A”) mortgage loans, the performance of non-
agency RMBS backed by subprime mortgage loans and Alt-A mortgage loans that we acquire could be correspondingly
adversely affected, which could adversely impact our results of operations, financial condition and business.
We may acquire and sell from time to time residential loans, including “non-QM” loans, which may subject us to legal,
regulatory and other risks, which could adversely impact our business and financial results.
We may from time to time acquire residential loans, including residential loans sometimes referred to as “non-
qualified mortgages” or “non-QMs” that will not have the benefit of enhanced legal protections otherwise available in
connection with the origination of residential loans to a more restrictive credit standard than just determining a borrower’s
ability to repay, as further described below.
The ownership of residential loans, including non-QMs, subjects us to legal, regulatory and other risks, including those
arising under federal consumer protection laws and regulations designed to regulate residential loan underwriting and
originators’ lending processes, standards and disclosures to borrowers. These laws and regulations include the Consumer
Financial Protection Bureau’s (“CFPB”) TILA-RESPA Integrated Disclosure rule (also referred to as “TRID”), the “ability-to-
repay” rules (“ATR Rules”) under the Truth-in-Lending Act and “qualified mortgage” regulations, in addition to various
federal, state and local laws and regulations intended to discourage predatory lending practices by residential loan originators.
The ATR Rules specify the characteristics of a “qualified mortgage” and two levels of presumption of compliance with the
ATR Rules: a safe harbor and a rebuttable presumption for higher priced loans. The “safe harbor” under the ATR Rules applies
to a covered transaction that meets the definition of “qualified mortgage” and is not a “higher-priced covered transaction.” For
any covered transaction that meets the definition of a “qualified mortgage” and is not a “higher-priced covered transaction,” the
creditor or assignee will be deemed to have complied with the ability-to-repay requirement and, accordingly, will be
conclusively presumed to have made a good faith and reasonable determination of the consumer’s ability to repay. Creditors or
assignees will have the benefit of a rebuttable presumption of compliance with the applicable ATR Rules if they have complied
with the qualified mortgage characteristics of the ATR Rules other than the residential loan being higher-priced in excess of
certain thresholds. Non-QMs, such as residential loans with a debt-to-income ratio exceeding 43%, are among the loan
products that we may acquire that do not constitute qualified mortgages and, accordingly, do not have the benefit of either a
safe harbor from liability under the ATR Rules or a rebuttable presumption of compliance with the ATR Rules. Application of
certain standards set forth in the ATR Rules is highly subjective and subject to interpretive uncertainties. As a result, a court
may determine that a residential loan did not meet the standard or test even if the originator reasonably believed such standard
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or test had been satisfied. Failure of residential loan originators or servicers to comply with these laws and regulations could
subject us, as an assignee or purchaser of these loans (or as an investor in securities backed by these loans), to monetary
penalties assessed by the CFPB through its administrative enforcement authority and by mortgagors through a private right of
action against lenders or as a defense to foreclosure, including by recoupment or setoff of finance charges and fees collected,
and could result in rescission of the affected residential loans, which could adversely impact our business and financial results.
Such risks may be higher in connection with the acquisition of non-QMs. Borrowers under non-QMs may be more likely to
challenge the analysis conducted under the ATR Rules by lenders. Even if a borrower does not succeed in the challenge,
additional costs may be incurred in connection with challenging and defending such claims, which may be more costly in
judicial foreclosure jurisdictions than in non-judicial foreclosure jurisdictions, and there may be more of a likelihood such
claims are made since the borrower is already exposed to the judicial system to process the foreclosure.
In addition, when certain of our wholly-owned subsidiaries sell, finance or sponsor securitizations of residential loans,
such subsidiaries may make representations and warranties to the purchaser, the financing provider or to other third parties
regarding, among other things, certain characteristics of those assets, including characteristics sought to be verified through
underwriting and due diligence efforts. In the event of breaches of representations and warranties with respect to any asset, such
subsidiaries may be obligated to repurchase that asset or pay damages or remove that asset from the borrowing base, as
applicable, which may result in a loss. Even if representations and warranties are made by counterparties from whom we
acquired the loans, they may not parallel the representations and warranties our subsidiaries make or may otherwise not protect
us from losses, including, for example, due to the fact that the counterparty may be insolvent or otherwise unable to make a
payment at the time of a claim against such counterparty for damages for a breach of a representation or warranty.
The residential loans that we may acquire, and that underlie the RMBS we acquire, are subject to risks particular to
investments secured by mortgage loans on residential property. These risks are heightened because we may purchase non-
performing loans.
Residential loans are secured by single-family residential property and are subject to risks of delinquency and
foreclosure and risks of loss. The ability of a borrower to repay a loan secured by a residential property typically is dependent
upon the income and/or assets of the borrower. A number of factors may impair borrowers’ abilities to repay their loans,
including:
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changes in the borrowers’ income or assets;
acts of God, including, without limitation, earthquakes, hurricanes, pandemics, such as the COVID-19 pandemic, other
natural disasters and global climate change, which may result in uninsured losses;
acts of war or terrorism, including the consequences of such events;
adverse changes in national and local economic and market conditions;
changes in governmental laws and regulations, including fiscal policies, zoning ordinances and environmental
legislation and the related costs of compliance;
costs of remediation and liabilities associated with environmental conditions; and
the potential for uninsured or under-insured property losses.
In the event of any default under a residential loan held directly by us, we will bear a risk of loss of principal to the
extent of any deficiency between the value of the collateral and the price we paid for the loan and any accrued interest of the
mortgage loan plus advances made, which could have a material adverse effect on our cash flow from operations. In the event
of the bankruptcy of a mortgage loan borrower, the mortgage loan to such borrower will be deemed to be secured only to the
extent of the value of the underlying collateral at the time of bankruptcy (as determined by the bankruptcy court), and the lien
securing the mortgage loan will be subject to the avoidance powers of the bankruptcy trustee or debtor-in-possession to the
extent the lien is unenforceable under state law. Additionally, foreclosure on a mortgage loan could subject us to greater
concentration of the risks of the residential real estate markets and risks related to the ownership and management of real
property.
We may acquire non-agency RMBS, which are backed by residential property but, in contrast to agency RMBS, their
principal and interest are not guaranteed by federally chartered entities such as the Federal National Mortgage Association and
the Federal Home Loan Mortgage Corporation and, in the case of the Government National Mortgage Association, the U.S.
government. Our investments in RMBS are subject to the risks of default, foreclosure timeline extension, fraud, home price
depreciation and unfavorable modification of loan principal amount, interest rate and amortization of principal accompanying
the underlying residential loans. To the extent that assets underlying our investments are concentrated geographically, by
property type or in certain other respects, we may be subject to certain of the foregoing risks to a greater extent. In the event of
defaults on the residential loans that underlie our investments in agency RMBS and the exhaustion of any underlying or any
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additional credit support, we may not realize our anticipated return on our investments and we may incur a loss on these
investments.
Our inability to promptly foreclose upon defaulted residential loans could increase our cost of doing business and/or
diminish our expected return on investments.
Our ability to promptly foreclose upon defaulted residential loans and liquidate the underlying real property plays a
critical role in our valuation of, and expected return on, those investments. There are a variety of factors that may inhibit our
ability to foreclose upon a residential loan and liquidate the real property within the time frames we model as part of our
valuation process. These factors include, without limitation: federal, state or local legislative action or initiatives designed to
provide homeowners with assistance in avoiding residential loan foreclosures and that serve to delay the foreclosure process;
Home Affordable Modification Program and other programs that require specific procedures to be followed to explore the
refinancing of a mortgage loan prior to the commencement of a foreclosure proceeding; and continued declines in real estate
values and sustained high levels of unemployment that increase the number of foreclosures and place additional pressure on the
already overburdened judicial and administrative systems.
Prepayment rates may adversely affect the value of our investment portfolio.
The value of our investment portfolio is affected by prepayment rates on our mortgage assets. In many cases,
borrowers are not prohibited from making prepayments on their mortgage loans. Prepayment rates are influenced by changes in
interest rates and a variety of economic, geographic and other factors beyond our control, including, without limitation, housing
and financial markets and relative interest rates on fixed rate mortgage loans and adjustable rate mortgage loans (“ARMs”).
Consequently, prepayment rates cannot be predicted.
We generally receive principal payments that are made on our mortgage assets, including residential loans underlying
the agency RMBS or the non-agency RMBS that we acquire. When borrowers prepay their mortgage loans faster than expected,
it results in prepayments that are faster than expected. Faster than expected prepayments could adversely affect our profitability
and our ability to recoup our cost of certain investments purchased at a premium over par value, including in the following
ways:
• We may purchase RMBS that have a higher interest rate than the prevailing market interest rate at the time. In
exchange for this higher interest rate, we may pay a premium over the par value to acquire our mortgage asset. In
accordance with GAAP, we may amortize this premium over the estimated term of our mortgage asset. If our
mortgage asset is prepaid in whole or in part prior to its maturity date, however, we may be required to expense the
allocable portion of the premium at the time of the prepayment.
•
Prepayment rates generally increase when interest rates fall and decrease when interest rates rise, making it unlikely
that we would be able to reinvest the proceeds of any prepayment in mortgage assets of similar quality and terms
(including yield). If we are unable to invest in similar mortgage assets, we would be adversely affected.
While we seek to minimize prepayment risk to the extent practical, in selecting investments we must balance
prepayment risk against other risks and the potential returns of each investment. No strategy can completely insulate us from
prepayment risk.
Interest rate mismatches between our agency RMBS backed by ARMs and our borrowings used to fund our purchases of
these assets may reduce our net interest income and cause us to suffer a loss during periods of rising interest rates.
To the extent that we invest in agency RMBS backed by ARMs, we may finance these investments with borrowings
that have interest rates that adjust more frequently than the interest rates of those agency RMBS or the ARMs that back those
RMBS. Accordingly, if short-term interest rates increase, our borrowing costs may increase faster than the interest rates on
agency RMBS backed by ARMs adjust. As a result, in a period of rising interest rates, we could experience a decrease in net
income or a net loss. In most cases, the interest rates on our agency RMBS and on our borrowings will not be identical, thereby
potentially creating an interest rate mismatch between our investments and our borrowings. While the historical spread between
relevant short-term interest rate indices has been relatively stable, there have been periods when the spread between these
indices was volatile. During periods of changing interest rates, these interest rate index mismatches could reduce our net income
or produce a net loss, and adversely affect our ability to make distributions and the market price of our common stock.
In addition, agency RMBS backed by ARMs are typically subject to lifetime interest rate caps which limit the amount
that interest rates can increase through the maturity of the agency RMBS. However, our borrowings under repurchase
agreements typically are not subject to similar restrictions. Accordingly, in a period of rapidly increasing interest rates, the
interest rates paid on our borrowings could increase without limitation while caps could limit the interest rates on these types of
agency RMBS. This problem is magnified for agency RMBS backed by ARMs that are not fully indexed. Further, some agency
RMBS backed by ARMs may be subject to periodic payment caps that result in a portion of the interest being deferred and
added to the principal outstanding. As a result, we may receive less cash income on these types of agency RMBS than we need
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to pay interest on our related borrowings. These factors could reduce our net interest income and cause us to suffer a loss during
periods of rising interest rates.
We may invest in distressed and non-performing commercial loans which could subject us to increased risks relative to
performing loans, which may result in losses to us.
We may invest in distressed and non-performing commercial mortgage loans, which are subject to increased risks of
loss. Such loans may be or become non-performing for a variety of reasons, including, without limitation, because the
underlying property is too highly leveraged or the borrower falls upon financial distress, in either case, resulting in the borrower
being unable to meet its debt service obligations. Such loans may require a substantial amount of workout negotiations and/or
restructuring, which may divert attention from other activities and may entail, among other things, a substantial reduction in the
interest rate and a substantial write-down of the principal of the loan. Moreover, the ability to implement a successful
restructuring entails a high degree of uncertainty, and we may not be able to implement any such restructuring on favorable
terms or at all.
The financial or operating difficulties relating to the distressed or non-performing loan may never be overcome and
may cause the borrower to become subject to bankruptcy or other similar administrative proceedings. In connection with any
such proceeding, we may incur substantial or total losses on our investments and may become subject to certain additional
potential liabilities that may exceed the value of our original investment therein. For example, under certain circumstances, a
lender that has inappropriately exercised control over the management and policies of a debtor may have its claims
subordinated or disallowed or may be found liable for damages suffered by parties as a result of such actions. In addition, under
certain circumstances, payments to us may be reclaimed if any such payment is later determined to have been a fraudulent
conveyance, preferential payment or similar transaction under applicable bankruptcy and insolvency laws.
Alternatively, we may find it necessary or desirable to foreclose on one of these loans, and the foreclosure process may
be lengthy and expensive. Borrowers or junior lenders may resist mortgage foreclosure actions by asserting numerous claims,
counterclaims and defenses against us. Any costs or delays involved in the effectuation of a foreclosure of the loan or a
liquidation of the underlying property, or defending challenges brought after the completion of a foreclosure, will further reduce
the proceeds and thus increase our loss.
Some of our portfolio investments are recorded at fair value and, as a result, there is uncertainty as to the value of these
investments.
Some of our portfolio investments are in the form of positions or securities that are not publicly traded. The fair value
of securities and other investments that are not publicly traded may not be readily determinable. We value these investments
quarterly at fair value, as determined in accordance with GAAP, which include consideration of unobservable inputs. Because
such valuations are subjective, the fair value of certain of our assets may fluctuate over short periods of time and our
determinations of fair value may differ materially from the values that would have been used if a ready market for these
securities existed. The value of our common stock could be adversely affected if our determinations regarding the fair value of
these investments were materially higher than the values that we ultimately realize upon their disposal.
We may experience a decline in the fair value of our assets.
A decline in the fair value of our assets would require us to recognize an unrealized loss against earnings for those
assets that are recorded at fair value through earnings, or may trigger an impairment, credit loss or other charge against earnings
under applicable GAAP for those assets that are not recorded at fair value through earnings if we expect that the carrying value
of those assets will not be recoverable. Subsequent disposition or sale of such assets could further affect our future losses or
gains depending on the actual proceeds received.
Liability relating to environmental matters may impact the value of properties that we may purchase or acquire.
We may be subject to environmental liabilities arising from properties we own. Under various U.S. federal, state and
local laws, an owner or operator of real property may become liable for the costs of removal of certain hazardous substances
released on its property. These laws often impose liability without regard to whether the owner or operator knew of, or was
responsible for, the release of such hazardous substances.
The presence of hazardous substances may adversely affect an owner’s ability to sell real estate or borrow using real
estate as collateral. To the extent that an owner of a property underlying one of our debt investments becomes liable for removal
costs, the ability of the owner to make payments to us may be reduced, which in turn may adversely affect the value of the
relevant mortgage asset held by us and our ability to make distributions to our stockholders.
The presence of hazardous substances on a property we own may adversely affect our ability to sell the property and
we may incur substantial remediation costs, thus harming our financial condition. The discovery of material environmental
liabilities attached to such properties could have a material adverse effect on our results of operations and financial condition
and our ability to make distributions to our stockholders.
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We invest in commercial properties subject to net leases, which could subject us to losses.
We invest in commercial properties subject to net leases. Typically, net leases require the tenants to pay substantially
all of the operating costs associated with the properties. As a result, the value of, and income from, investments in commercial
properties subject to net leases will depend, in part, upon the ability of the applicable tenant to meet its obligations to maintain
the property under the terms of the net lease. If a tenant fails or becomes unable to so maintain a property, we will be subject to
all risks associated with owning the underlying real estate. Under many net leases, however, the owner of the property retains
certain obligations with respect to the property, including, among other things, the responsibility for maintenance and repair of
the property, to provide adequate parking, maintenance of common areas and compliance with other affirmative covenants in
the lease. If we were to fail to meet any such obligations, the applicable tenant could abate rent or terminate the applicable
lease, which could result in a loss of our capital invested in, and anticipated profits from, the property.
We expect that some commercial properties subject to net leases in which we invest generally will be occupied by a
single tenant and, therefore, the success of these investments will be materially dependent on the financial stability of each such
tenant. A default of any such tenant on its lease payments to us would cause us to lose the revenue from the property and cause
us to have to find an alternative source of revenue to meet any mortgage payment and prevent a foreclosure if the property is
subject to a mortgage. In the event of a default, we may experience delays in enforcing our rights as landlord and may incur
substantial costs in protecting our investment and re-letting our property. If a lease is terminated, we may also incur significant
losses to make the leased premises ready for another tenant and experience difficulty or a significant delay in re-leasing such
property.
In addition, net leases typically have longer lease terms and, thus, there is an increased risk that contractual rental
increases in future years will fail to result in fair market rental rates during those years.
We may acquire these investments through sale-leaseback transactions, which involve the purchase of a property and
the leasing of such property back to the seller thereof. If we enter into a sale-leaseback transaction, we will seek to structure
any such sale-leaseback transaction such that the lease will be characterized as a “true lease” for U.S. federal income tax
purposes, thereby allowing us to be treated as the owner of the property for U.S. federal income tax purposes. However, we
cannot assure you that the Internal Revenue Service (the “IRS”) will not challenge such characterization. In the event that any
such sale-leaseback transaction is challenged and recharacterized as a financing transaction or loan for U.S. federal income tax
purposes, deductions for depreciation and cost recovery relating to such property would be disallowed. If a sale-leaseback
transaction were so recharacterized, we might fail to satisfy the REIT qualification “asset tests” or “income tests” and,
consequently, lose our REIT status effective with the year of recharacterization. Alternatively, the amount of our REIT taxable
income could be recalculated, which might also cause us to fail to meet the REIT distribution requirement for a taxable year.
Investments outside the U.S. that are denominated in foreign currencies subject us to foreign currency risks and to the
uncertainty of foreign laws and markets, which may adversely affect our distributions and our REIT status.
Our investments outside the U.S. denominated in foreign currencies subject us to foreign currency risk due to potential
fluctuations in exchange rates between foreign currencies and the U.S. dollar. As a result, changes in exchange rates of any such
foreign currency to U.S. dollars may affect our income and distributions and may also affect the book value of our assets and
the amount of stockholders’ equity. In addition, these investments subject us to risks of multiple and conflicting tax laws and
regulations, and other laws and regulations that may make foreclosure and the exercise of other remedies in the case of default
more difficult or costly compared to U.S. assets, and political and economic instability abroad, any of which factors could
adversely affect our receipt of returns on and distributions from these investments.
Changes in foreign currency exchange rates used to value a REIT’s foreign assets may be considered changes in the
value of the REIT’s assets. These changes may adversely affect our status as a REIT. Further, bank accounts in foreign
currency which are not considered cash or cash equivalents may adversely affect our status as a REIT.
Developments affecting European financial markets could have an adverse impact on our business, including on the value
of our investments.
We currently hold, and may acquire additional, investments that are denominated in Pounds Sterling (“GBP”) and
EURs (including loans secured by assets located in the United Kingdom or Europe), as well as equity interests in real estate
properties located in Europe. In the recent past, as a separate matter from the disruptions arising from the COVID-19
pandemic, European financial markets have experienced volatility and have been adversely affected by concerns about rising
government debt levels, credit rating downgrades and possible default on or restructuring of government debt. These events
have caused bond yield spreads (the cost of borrowing debt in the capital markets) and credit default spreads (the cost of
purchasing credit protection) to increase, most notably in relation to certain Eurozone countries. The governments of several
member countries of the European Union have experienced large public budget deficits, which have adversely affected the
sovereign debt issued by those countries and may ultimately lead to declines in the value of the Euro.
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The United Kingdom has withdrawn from the European Union (an event referred to as “Brexit”). There is uncertainty
regarding the implications and implementation of the ongoing relationship between the United Kingdom and the European
Union following Brexit. Brexit could adversely affect economic and market conditions in the United Kingdom, in the European
Union and its member states and elsewhere, could contribute to uncertainty and instability in global financial markets and could
significantly impact volatility, liquidity and/or the market value of securities. Any such consequences could have a material
adverse effect on our business, the value of our properties and investments and our potential growth in Europe, and could
amplify the currency risks faced by us.
We invest in equity interests in commercial real estate assets, which subjects us to the general risks of owning commercial
real estate.
We acquire and manage equity interests in commercial real estate assets. The economic performance and value of
these investments can be adversely affected by many factors that are generally applicable to most real estate, including the
following:
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changes in the national, regional, local and international economic climate;
local conditions, such as oversupply of space or a reduction in demand for real estate in the areas in which
they are located;
competition from other available space;
the attractiveness of the real estate to tenants;
increases in operating costs if these costs cannot be passed through to tenants;
the financial condition of tenants and the ability to collect rent from tenants;
vacancies, changes in market rental rates and the need to periodically renovate, repair and re-let space;
changes in interest rates and the availability of financing;
changes in zoning laws and taxation, government regulation and potential liability under environmental or
other laws or regulations;
acts of God, including, without limitation, earthquakes, hurricanes, pandemics, such as the COVID-19
pandemic, other natural disasters, global climate change, or acts of war or terrorism, in each case which may
result in uninsured or underinsured losses; and
decreases in the underlying value of real estate.
Certain significant expenditures associated with an investment in commercial real estate assets (such as mortgage
payments, real estate taxes and maintenance costs) generally do not decline when circumstances cause a reduction in income
from the asset. Because real estate investments are relatively illiquid, our ability to vary any investments in commercial real
estate assets promptly in response to economic or other conditions would be limited. This relative illiquidity could impede our
ability to respond to adverse changes in the performance of such investments. The value of our equity investments in
commercial real estate assets could decrease in the future.
We face risks associated with acquisitions of commercial real estate assets.
Our acquisition of equity interests in commercial real estate assets is subject to, and the success of those assets may be
adversely affected by, various risks, including those described below:
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we may be unable to meet required closing conditions;
we may be unable to finance acquisitions on favorable terms or at all;
acquired assets may fail to perform as expected;
our estimates of the costs of repositioning or renovating acquired commercial real estate assets may be
inaccurate;
we may not be able to obtain adequate insurance coverage for acquired commercial real estate assets;
acquisitions may be located in markets where we and our Manager have a lack of market knowledge or
understanding of the local economy, lack of business relationships in the area and unfamiliarity with local
governmental and permitting procedures;
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we may be unable to quickly and efficiently integrate new acquisitions of commercial real estate assets into
our existing operations and, therefore, our results of operations and financial condition could be adversely
affected; and
we may acquire equity interests in commercial real estate assets through a joint venture, and such investments
could be adversely affected by our lack of sole decision-making authority and reliance upon a co-venturer’s
financial condition. In addition, if we co-invest with affiliates of our Manager, we may be obligated to pay
fees to such affiliates and would be subject to a variety of conflicts of interest with such affiliates, including
conflicts similar to those described under the section captioned “—Risks Related to Our Relationship with
Our Manager.”
We make equity investments in commercial real estate assets subject to both known and unknown liabilities and
without any recourse, or with only limited recourse to the seller thereof. As a result, if a liability were asserted against us arising
from our ownership of those assets, we might have to pay substantial sums to settle it, which could adversely affect us.
Unknown liabilities with respect to commercial real estate assets may include:
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claims by tenants, vendors or other persons arising from dealing with the former owners of the assets;
liabilities incurred in the ordinary course of business;
claims for indemnification by general partners, directors, officers and others indemnified by the former
owners of the assets; and
liabilities for clean-up of undisclosed environmental contamination.
Government housing regulations may limit the opportunities at the affordable housing communities in which we invest, and
failure to comply with resident qualification requirements may result in financial penalties or loss of benefits.
We own, and may acquire additional, equity interests in affordable housing communities and other properties that
benefit from governmental programs intended to provide housing to individuals with low or moderate incomes. These
programs, which are typically administered by the United States Department of Housing and Urban Development (“HUD”) or
state housing finance agencies, typically provide mortgage insurance, favorable financing terms, tax credits or rental assistance
payments to property owners. As a condition of the receipt of assistance under these programs, the properties must comply with
various requirements, which typically limit rents to pre-approved amounts and impose restrictions on resident incomes. Failure
to comply with these requirements and restrictions may result in financial penalties or loss of benefits. In addition, we will
typically need to obtain the approval of HUD in order to acquire or dispose of a significant interest in or manage a HUD-
assisted property. We may not always receive such approval.
We are subject to the general risks of owning properties relating to the healthcare industry.
We own, and may acquire additional, equity interests in properties relating to the healthcare industry. The economic
performance and value of these properties and of some or all of the tenants/operators of such properties could be adversely
affected by many factors that are generally applicable to properties relating to the healthcare industry, including the following:
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adverse trends in healthcare provider operations, such as changes in the demand for and methods of delivering
healthcare services, changes in third party reimbursement policies, significant unused capacity in certain
areas, which has created substantial competition for patients among healthcare providers in those areas,
increased expense for uninsured patients, increased competition among healthcare providers, increased
liability insurance expense, continued pressure by private and governmental payors to reduce payments to
providers of services and increased scrutiny of billing, referral and other practices by federal and state
authorities and private insurers;
extensive healthcare regulation, changes in enforcement policies with respect to such regulation and potential
changes in the regulatory framework of the healthcare industry; and
significant legal actions brought against tenants/operators that could subject them to increased operating costs
and substantial uninsured liabilities.
We have sponsored, and purchased the more junior securities of, CLOs and such instruments involve significant risks,
including that these securities receive distributions from the CLO only if the CLO generates enough income to first pay all
the investors holding senior tranches and all CLO expenses.
We have sponsored, and purchased the junior securities of, CLOs, and in the future we may sponsor, and purchase the
more junior securities of, additional CLOs. In CLOs, investors purchase specific tranches, or slices, of debt instruments that are
secured or backed by a pool of loans. The CLO debt classes have a specific seniority structure and priority of payments. The
most junior securities along with the preferred shares of a CLO are generally retained by the sponsor of the CLO and are
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usually entitled to all of the income generated by the pool of loans after the payment of debt service on all the more senior
classes of debt and the payment of all expenses. Defaults on the pool of loans therefore first affect the most junior tranches. The
subordinate tranches of CLO debt may also experience a lower recovery and greater risk of loss, including risk of deferral or
non-payment of interest than more senior tranches of the CLO debt because they bear the bulk of defaults from the loans held in
the CLO and serve to protect the other, more senior tranches from default in all but the most severe circumstances. Despite the
protection provided by the subordinate tranches, even more senior CLO tranches can experience substantial losses due to actual
defaults, increased sensitivity to defaults due to collateral default and disappearance of protecting tranches, decline in market
value due to market anticipation of defaults and aversion to CLO securities as a class. Further, the transaction documents
relating to the issuance of CLO securities may impose eligibility criteria on the assets of the CLO, restrict the ability of the
CLO’s sponsor to trade investments and impose certain portfolio-wide asset quality requirements. Finally, the credit risk
retention rules of the SEC impose a retention requirement of 5% of the issued debt classes by the sponsor of the CLO. These
criteria, restrictions and requirements may limit the ability of the CLO’s sponsor (or collateral manager) to maximize returns on
the CLO securities.
In addition, CLOs are not actively traded and are relatively illiquid investments and volatility in CLO trading markets
may cause the value of these investments to decline. The market value of CLO securities may be affected by, among other
things, changes in the market value of the underlying loans held by the CLO, changes in the distributions on the underlying
loans, defaults and recoveries on the underlying loans, capital gains and losses on the underlying losses (or foreclosure assets),
prepayments on the underlying loans and the availability, prices and interest rate of underlying loans. Furthermore, the
leveraged nature of each subordinated tranche may magnify the adverse impact on such class of changes in the value of the
loans, changes in the distributions on the loans, defaults and recoveries on the loans, capital gains and losses on the loans (or
foreclosure assets), prepayment on loans and availability, price and interest rates of the loans.
Our CLOs include certain interest coverage tests, overcollateralization coverage tests or other tests that, if not met,
may result in a change in the priority of distributions, which may result in the reduction or elimination of distributions to the
subordinate debt and equity tranches until the tests have been met or certain senior classes of securities have been paid in full.
For example, even if no loan in the pool experiences a default, an appraisal reduction of a loan in the pool may cause the pool
of loans in the CLO not to meet certain of these test. Accordingly, if such tests are not satisfied, we, as holders of the
subordinate debt and equity interests in the CLOs, may experience a significant reduction in our cash flow from those interests.
Moreover, the reinvestment and replenishment period in one or more of our CLOs may be nearing the end of its term.
Once the reinvestment and replenishment period has ended any repayments of a loan in the CLO will require us to pay down
the most senior debt in the CLO resulting in an increase in our cost of funds.
Furthermore, if any CLO that we sponsor or in which we hold interests fails to meet certain tests relevant to the most
senior debt issued and outstanding by the CLO issuer, an event of default may occur under that CLO. If that occurs, (i) if we
were serving as manager of the CLO, our ability to manage the CLO may be terminated and (ii) our ability to attempt to cure
any defaults in the CLO may be limited, which would increase the likelihood of a reduction or elimination of cash flow and
returns to us in the CLOs for an indefinite time.
Joint venture investments could be adversely affected by our lack of sole decision-making authority, our reliance on joint
venture partners’ financial condition and liquidity and disputes between us and our joint venture partners.
We may make investments through joint ventures. Such joint venture investments may involve risks not otherwise
present when we make investments without partners, including the following:
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we may not have exclusive control over the investment or the joint venture, which may prevent us from
taking actions that are in our best interest and could create the potential risk of creating impasses on decisions,
such as with respect to acquisitions or dispositions;
joint venture agreements often restrict the transfer of a partner’s interest or may otherwise restrict our ability
to sell the interest when we desire and/or on advantageous terms;
joint venture agreements may contain buy-sell provisions pursuant to which one partner may initiate
procedures requiring the other partner to choose between buying the other partner’s interest or selling its
interest to that partner;
a partner may, at any time, have economic or business interests or goals that are, or that may become,
inconsistent with our business interests or goals;
a partner may be in a position to take action contrary to our instructions, requests, policies or objectives,
including our policy with respect to maintaining our qualification as a REIT and our exemption from
registration under the Investment Company Act;
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a partner may fail to fund its share of required capital contributions or may become bankrupt, which may
mean that we and any other remaining partners generally would remain liable for the joint venture’s
liabilities;
our relationships with our partners are contractual in nature and may be terminated or dissolved under the
terms of the applicable joint venture agreements and, in such event, we may not continue to own or operate
the interests or investments underlying such relationship or may need to purchase such interests or
investments at a premium to the market price to continue ownership;
disputes between us and a partner may result in litigation or arbitration that could increase our expenses and
prevent our Manager and our officers and directors from focusing their time and efforts on our business and
could result in subjecting the investments owned by the joint venture to additional risk; or
we may, in certain circumstances, be liable for the actions of a partner, and the activities of a partner could
adversely affect our ability to qualify as a REIT or maintain our exclusion from registration under the
Investment Company Act, even though we do not control the joint venture.
Any of the above may subject us to liabilities in excess of those contemplated and adversely affect the value of our
joint venture investments.
Risks Related to Our Infrastructure Lending Segment
We may not realize all of the anticipated benefits of our prior acquisition of the Infrastructure Lending Segment or such
benefits may take longer to realize than expected.
The success of our prior acquisition of the Infrastructure Lending Segment depends, in part, on our ability to realize
the anticipated benefits from successfully integrating the Infrastructure Lending Segment with our company. The combination
of this business with ours is a complex, costly and time-consuming process. As a result, we are required to devote significant
management attention and resources to integrating the Infrastructure Lending Segment with the rest of our company. The
integration process may disrupt our business and, if implemented ineffectively, could preclude us from realizing all of the
potential benefits we expect to realize with respect to the acquisition. Our failure to meet the challenges involved in the
integration could cause an interruption of, or a loss of momentum in, our business and could harm our results of operations. In
addition, the integration may result in material unanticipated problems, expenses, liabilities, loss of business relationships and
diversion of management’s attention, and may cause our stock price to decline. The difficulties relating to the integration
process include, among others:
• managing a new area of business;
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the potential diversion of management focus and resources from other strategic opportunities and from operational
matters and potential disruption associated with the acquisition;
• maintaining employee morale and retaining key management and other employees;
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integrating two unique business cultures;
the possibility of faulty assumptions underlying expectations regarding the integration process;
consolidating corporate and administrative infrastructures;
coordinating geographically separate organizations;
unanticipated issues in integrating information technology, communications and other systems;
unanticipated changes in applicable laws and regulations;
• managing tax costs or inefficiencies associated with the integration process; and
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suffering losses if we do not experience the anticipated benefits of the transaction.
For our prior acquisition of the Infrastructure Lending Segment to be successful, we must retain and motivate key
employees, and failure to do so could seriously harm our business and financial results. In addition, the success of our
acquisition of the Infrastructure Lending Segment depends, in part, on our ability to leverage the capabilities of Starwood
Energy Group and Starwood Oil and Gas.
The success of our prior acquisition of the Infrastructure Lending Segment largely depends on the skills, experience,
industry contacts and continued efforts of management and other key personnel. As a result, for our prior acquisition of the
Infrastructure Lending Segment to be successful, we must retain and motivate executives and other key employees. Employees
from the Infrastructure Lending Segment may experience uncertainty about their future roles with us until or after strategies
relating to the Infrastructure Lending Segment are executed. In addition, the marketplace for infrastructure debt professionals is
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highly competitive and other infrastructure debt providers may seek to recruit our executives and other key employees. These
circumstances may adversely affect our ability to retain executives of the Infrastructure Lending Segment and other key
personnel. We also must continue to motivate employees and keep them focused on our strategies and goals, which effort may
be adversely affected as a result of the uncertainty and difficulties with integrating the Infrastructure Lending Segment with the
rest of our company. If we are unable to retain executives and other key employees, the roles and responsibilities of such
executive officers and employees will need to be filled either by existing or new officers and employees, which may require us
to devote time and resources to identifying, hiring and integrating replacements for the departed executives and employees that
could otherwise be used to integrate the Infrastructure Lending Segment with the rest of our company or otherwise pursue
business opportunities. Moreover, because the marketplace for infrastructure debt professionals is highly competitive, we may
not be able to replace departing employees on a timely basis or at all without incurring significant expense.
In addition, we intend to leverage the existing capabilities of Starwood Energy Group and Starwood Oil and Gas,
affiliates of our Manager, with respect to our existing and future infrastructure debt investments, and our success depends, in
part, on our ability to do so. Neither Starwood Energy Group or Starwood Oil and Gas has an obligation to provide any
services to us, and so our ability to access Starwood Energy Group’s and Starwood Oil and Gas’ existing capabilities is
dependent on our ongoing relationship with our Manager and Starwood Capital Group. See “—Risks Related to Our
Relationship with Our Manager.” Accordingly, we may not continue to have access to Starwood Energy Group or Starwood Oil
and Gas and their respective officers and key personnel.
We are subject to the risks of investing in project finance investments, many of which are outside our control, and that may
negatively impact our business and financial results.
We are subject to the risks of investing in project finance investments. Infrastructure loans are subject to the risk of
default, foreclosure and loss, and the risk of loss may be greater than similar risks associated with loans made on other types of
assets. The loan structure for project finance relies primarily on the underlying project’s cash flows for repayment, with the
project’s assets, rights and interests, together with the equity in the project company, typically pledged as collateral.
Accordingly, the ability of the project company to repay a project finance loan is dependent upon the successful development,
construction and/or operation of such project rather than upon the existence of independent income or assets of the project
company. Moreover, the loans are typically non-recourse or limited recourse to the project sponsor, and the project company,
as a special purpose entity, typically has no assets other than the project. Accordingly, if the project’s cash flows are reduced or
are otherwise less than projected, the project company’s ability to repay the loan will likely be impaired. The Infrastructure
Lending Segment has made and will continue to make certain estimates regarding project cash flows during the underwriting of
its investments. These estimates may not prove accurate, as actual results may vary from estimates. A project’s cash flows can
be adversely affected by, among other things:
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if the project involves new construction,
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cost overruns,
delays in completion,
availability of land, building materials, energy, raw materials and transportation,
availability of work force, management personnel and reliable contractors, and
natural disasters (fire, drought, flood, earthquake, pandemics, including the COVID-19 pandemic), global climate
change, war, civil unrest and strikes affecting contractors, suppliers or markets;
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shortfalls in expected capacity, output or efficiency;
the terms of the power purchase or other offtake agreements used in the project;
the creditworthiness of the project company and the project sponsor;
competition;
volatility in commodity prices;
technology deployed, and the failure or degradation of equipment;
inflation and fluctuations in exchange rates or interest rates;
operation and maintenance costs;
unforeseen capital expenditures;
sufficiency of gas and electric transmission capabilities;
licensing and permit requirements;
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increased environmental or other applicable regulations;
increased regulatory scrutiny and enforcement; and
changes in national, international, regional, state or local policies, economic conditions, laws and regulations.
In the event of any default under a project finance loan, we bear the risk of loss of principal to the extent of any
deficiency between the value of the collateral, if any, and the principal and accrued interest of the loan, which could have a
material adverse effect on our business, financial condition and results of operations. In the event of the bankruptcy of a project
company, our investment will be deemed to be subject to the avoidance powers of the bankruptcy trustee or debtor-in-
possession and our contractual rights may be unenforceable under state or other applicable law. Foreclosure proceedings against
a project can be an expensive and lengthy process, which could have a substantial negative effect on our anticipated return on
the foreclosed investment.
The investment portfolio of our Infrastructure Lending Segment is concentrated in the power industry, which subjects the
portfolio to more risks than if the investments were more diversified.
Many of the investments in the portfolio of our Infrastructure Lending Segment are focused in the power industry,
including thermal power and renewable power. If there is a downturn in the U.S. or global power industry generally, the
applicable infrastructure investments may default or not perform in accordance with expectations. In addition to the factors
described above regarding the general risks of investing in project finance, the power industry and its subsectors can be
adversely affected by, among other factors:
• market pricing for electricity;
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change in creditworthiness of the offtaker;
unforeseen capital expenditures;
government regulation and policy change; and
world and regional events, politics and economic conditions.
In addition to investments focused in the power industry, our portfolio also contains investments related to projects in
the midstream oil and gas industry, which also subjects us to certain risks inherent in the midstream oil and gas industry.
Loans to power projects or midstream oil and gas projects may be adversely affected if production from the projects
declines. Such declines may be caused by various factors, including, as applicable, decreased access to capital or loss of
economic incentive to complete a project or continue to operate a project, depletion of resources, catastrophic events affecting
production, labor difficulties, political events, environmental proceedings, increased regulations, equipment failures and
unexpected maintenance problems, failure to obtain necessary permits, unscheduled outages, unanticipated expenses, inability
to successfully carry out new construction or acquisitions, import or export supply and demand disruptions or increased
competition from alternative energy sources.
The default of one or more of the infrastructure loans as a result of a downturn within the energy industry generally,
could have a material adverse effect on our business, financial condition and results of operations.
We may have difficulty meeting our obligations on the unfunded commitments of the infrastructure loans, which could have
a material adverse effect on us.
Under certain circumstances, we may find it difficult to meet our remaining funding obligations with the existing
infrastructure loans, or with respect to future infrastructure loans, from our ordinary operations. In such situations, in order to
meet our then-existing funding obligations, we may be required to: (i) sell assets in adverse market conditions; (ii) borrow on
unfavorable terms; or (iii) fund the infrastructure loans with amounts that would otherwise be invested in future acquisitions,
capital expenditures or repayment of debt. These alternatives could increase our costs or reduce our equity. Thus, compliance
with the funding obligations with respect to the infrastructure loans may hinder our ability to grow, which could have a material
adverse effect on our business, financial condition and results of operations. In the event that we are unable to meet our funding
obligations with respect to one or more infrastructure loans, we would be in breach of such loan(s), which could damage our
reputation and could result in a lawsuit being brought by the project company or others, which could result in substantial costs
and divert our attention and resources.
The power and oil and gas industries are subject to extensive regulation, which could adversely impact the business and
financial performance of the projects to which our infrastructure loans relate.
The projects to which our infrastructure loans relate, which are focused in the power industry and oil and gas industry,
are subject to significant and extensive federal, international, state and local governmental regulation, including how facilities
are constructed, maintained and operated, environmental and safety controls, and the prices they may charge for the products
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and services they provide. Various governmental authorities have the power to enforce compliance with these regulations and
the permits issued under them, and violators are subject to administrative, civil and criminal penalties, including civil fines,
injunctions or both. Stricter laws, regulations or enforcement policies could be enacted in the future that likely would increase
compliance costs, which could adversely affect the business and financial performance of the projects. Any of the foregoing
could result in a default on one or more of our investments, which could have a material adverse effect on our business,
financial condition and results of operations.
We generally are not able to control the projects underlying our infrastructure loans.
Although the covenants in the financing documentation relating to the infrastructure loans generally restrict certain
actions that may be taken by project companies (including restrictions on making equity distributions and incurring additional
indebtedness), we generally are not able to control the projects underlying our infrastructure loans. As a result, we are subject
to the risk that the project company may make business decisions with which we disagree or that the project company may take
risks or otherwise act in ways that do not serve our interests.
Operation of a project underlying an infrastructure loan involves significant risks and hazards that may impair the project
company’s ability to repay the loan, resulting in its default, which could have a material adverse effect on our business and
financial results.
The ongoing operation of a project underlying any of our infrastructure loans involves risks that include, among other
things, the breakdown or failure of equipment or processes or performance below expected levels of output or efficiency due to
wear and tear, latent defect, design error or operator error or force majeure events. In addition to natural risks such as
earthquake, flood, drought, lightning, wildfire, hurricane, wind and pandemics, including the COVID-19 pandemic, other
hazards, such as fire, explosion, structural collapse and machinery failure, acts of terrorism or related acts of war, hostile cyber
intrusions or other catastrophic events are inherent risks in the operation of a project. These and other hazards can cause
significant personal injury or loss of life, severe damage to and destruction of property, plant and equipment and contamination
of, or damage to, the environment and suspension of operations. Operation of a project also involves risks that the operator will
be unable to transport its product to its customers in an efficient manner due to a lack of transmission capacity. Unplanned
outages of a project, including extensions of scheduled outages due to mechanical failures or other problems, occur from time
to time. Unplanned outages typically increase operation and maintenance expenses and may reduce revenues. While a project
typically maintains insurance, obtains warranties from vendors and obligates contractors to meet certain performance levels, the
proceeds of such insurance, warranties or performance guarantees may not cover the lost revenues, increased expenses or
liquidated damages payments should the project experience equipment breakdown or non-performance by contractors or
vendors. A project’s inability to operate its assets efficiently, manage capital expenditures and costs and generate earnings and
cash flow could have a material adverse effect on the project company’s ability to repay the loan, which could result in its
default. A default on one or more of the infrastructure loans could have a material adverse effect on our business, financial
condition and results of operations.
Loans to companies engaged in oil and gas exploration and production may be exposed to production risk and to commodity
price risk.
The Infrastructure Lending segment seeks to make loans to companies that engage in oil and gas exploration and
production. These companies generate revenue, and our loans are expected to be repaid, from a combination of (i) sales of oil
and gas under contracts pursuant to which third parties – rather than our borrowers – bear most of the risk of commodity price
fluctuation and (ii) sales of oil and gas in the open commodity markets at then-prevailing prices. To the extent production from
the underlying oil and gas wells is lower than forecasted, there is non-performance by (or a bankruptcy or insolvency of) the
counterparty under a commodity contract, or the spot market price for the commodities decreases, the borrowers’ revenues, and
ability to repay our loan, may be negatively affected.
Tax considerations relating to the Infrastructure Lending Segment may reduce our net proceeds received from interest
payments.
The Infrastructure Lending Segment is held in one or more domestic or foreign subsidiaries in order to facilitate our
financing of the acquisition of that portfolio and aid in the maintenance of our status as a REIT under the Code. The domestic
subsidiary that initially acquired a significant portion of the pre-existing investment portfolio of the Infrastructure Lending
Segment is disregarded as to our company for U.S. federal income tax purposes and we have elected to have other foreign and
domestic subsidiaries that hold or will hold a portion of the pre-existing portfolio each treated as a TRS. With respect to newly
originated infrastructure loans, we will hold such loans either in a subsidiary that is disregarded as to our company for U.S.
federal income tax purposes or in foreign or domestic TRSs that are subject to U.S. taxation under the general rules applicable
to such corporations. See “—Risks Related to Taxation as a REIT.”
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Certain interest payments to us or to any such domestic or foreign subsidiary made by the underlying borrowers with
respect to the infrastructure loans may be subject to withholding taxes in the jurisdictions in which the related facilities or
borrowers are located, which would reduce the net proceeds from such payments that are received by us.
Risks Related to Our Investing and Servicing Segment
The business activities of our Investing and Servicing Segment, particularly our special servicing business, expose us to
certain risks.
In our Investing and Servicing Segment, we derive a substantial portion of our cash flows from the special servicing of
pools of commercial mortgage loans. As special servicer, we typically receive fees based upon the outstanding balance of the
loans that are being specially serviced by us. The balance of loans in special servicing where we act as special servicer could
decline significantly and as such our servicing fees could likewise decline materially. The special servicing industry is highly
competitive, and our inability to compete successfully with other firms to maintain our existing servicing portfolio and obtain
future servicing opportunities could have a material and adverse impact on our future cash flows and results of operations.
Because the right to appoint the special servicer for securitized mortgage loans generally resides with the holder of the
“controlling class” position in the relevant trust and may migrate to holders of different classes of securities as additional losses
are realized, our ability to maintain our existing servicing rights and obtain future servicing opportunities may require, in many
cases, the acquisition of additional CMBS. Accordingly, our ability to compete effectively may depend, in part, on the
availability of additional debt or equity capital to fund these purchases. To maintain our existing servicing rights and to obtain
future assignments, in certain instances our special servicer entity has entered and in the future will enter into a fee sharing
arrangement with the holder of the controlling class. Additionally, our existing servicing portfolio is subject to “run off,”
meaning that mortgage loans serviced by us may be prepaid prior to maturity, refinanced with a mortgage not serviced by us,
liquidated through foreclosure, deed-in-lieu of foreclosure or other liquidation processes or repaid through standard
amortization of principal, resulting in lower servicing fees and/or lower returns on the subordinated securities owned by us.
Improving economic conditions and property prices and declines in interest rates and greater availability of mortgage financing
could reduce the incidence of assets going into special servicing and reduce our revenues from special servicing, including as a
result of lower fees under new arrangements. The fair value of our servicing rights may decrease under the foregoing
circumstances, resulting in losses.
In connection with the special servicing of mortgage loans, a special servicer may, at the direction of the directing
certificateholder, generally take actions with respect to the specially serviced mortgage loans that could adversely affect the
holders of some or all of the more senior classes of CMBS. We may hold subordinated CMBS and we may or may not be the
directing holder in any CMBS transaction in which we also act as special servicer. We may have conflicts of interest in
exercising our rights as holder of subordinated classes of CMBS and in owning the entity that also acts as the special servicer
for such transactions. It is possible that we, acting as the directing certificateholder for a CMBS transaction, may direct special
servicer actions that conflict with the interests of certain other classes of the CMBS issued in that transaction. The special
servicer is not permitted to take actions that are prohibited by law or that violate the applicable servicing standard or the terms
of the applicable CMBS documentation or the applicable mortgage loan documentation, and we are subject to the risk of claims
asserted by mortgage loan borrowers and the holders of other classes of CMBS that we have violated applicable law or, if
applicable, the servicing standard and our other obligations under such CMBS documentation or mortgage loan documentation,
as a result of actions we may take.
The conduit operations in our Investing and Servicing Segment are subject to volatile market conditions and
significant competition. In addition, the conduit business may suffer losses as a result of ineffective or inadequate hedges and
credit issues.
The business activities in our Investing and Servicing Segment are subject to an evolving regulatory environment that may
affect certain aspects of these activities.
In our Investing and Servicing Segment, we acquire subordinated securities issued by and act as special servicer for
securitizations. As a result of the dislocation of the credit markets, the securitization industry has become subject to additional
regulation. In particular, pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank
Act”), various federal agencies have promulgated a rule that generally requires issuers in securitizations to retain 5% of the risk
associated with the securities. While the rule as adopted generally allows the purchase of the CMBS B-Piece by a party not
affiliated with the issuer to satisfy the risk retention requirement, current CMBS B-Pieces are generally not large enough to
fully satisfy the 5% requirement. Accordingly, buyers of B-Pieces such as us may be required to purchase larger B-Pieces,
potentially reducing returns on such investments. Furthermore, any such B-Pieces purchased by a party (such as us) unaffiliated
with the issuer generally cannot be transferred for a period of five years following the closing date of the securitization or
hedged against credit risk. These restrictions would reduce our liquidity and could potentially reduce our returns on such
investments.
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The mortgage loan servicing activities of our Investing and Servicing Segment are subject to a still evolving set of
regulations, including regulations being promulgated under the Dodd-Frank Act. In addition, various governmental authorities
have increased their investigative focus on the activities of mortgage loan servicers. As a result, we may have to spend
additional resources and devote additional management time to address any regulatory concerns, which may reduce the
resources available to grow our business. In addition, if we fail to operate the servicing activities of our Investing and Servicing
Segment in compliance with existing and future regulations, our business, reputation, financial condition or results of
operations could be materially and adversely affected.
The risks of investment in subordinated CMBS are magnified in the case of our Investing and Servicing Segment, where the
principal payments received by the CMBS trust are made in priority to the higher rated securities.
CMBS are subject to the various risks that relate to the pool of underlying commercial mortgage loans and any other
assets in which the CMBS represents an interest. In addition, CMBS are subject to additional risks arising from the geographic,
property type and other types of concentrations in the pool of underlying commercial mortgage loans, which risks are magnified
by the subordinated nature of the CMBS in which we invest in our Investing and Servicing Segment. In the event of defaults on
the mortgage loans in the CMBS trusts, we bear a risk of loss on our related subordinated CMBS to the extent of deficiencies
between the value of the collateral and the principal, accrued interest and unpaid fees and expenses on the mortgage loans,
which may be offset to some extent by the special servicing fees received by us on those mortgage loans. The yield to maturity
on the CMBS depends largely upon the price paid for the CMBS, which are generally sold at a discount at issuance and trade at
even steeper discounts in the secondary markets. Further, the yield to maturity on CMBS depends, in significant part, upon the
rate and timing of principal payments on the underlying mortgage loans, including both voluntary prepayments, if permitted,
and involuntary prepayments, such as prepayments resulting from casualty or condemnation, defaults and liquidations or
repurchases upon breaches of representations and warranties or document defects. Any changes in the weighted average lives of
CMBS may adversely affect yield on the CMBS. Prepayments resulting in a shortening of weighted average lives of CMBS
may be made at a time of low interest rates when we may be unable to reinvest the resulting payment of principal on the CMBS
at a rate comparable to that being earned on the CMBS, while delays and extensions resulting in a lengthening of those
weighted average lives may occur at a time of high interest rates when we may have been able to reinvest scheduled principal
payments at higher rates.
The exercise of remedies and successful realization of liquidation proceeds relating to commercial mortgage loans
underlying CMBS may be highly dependent on our performance as special servicer. We attempt to underwrite investments on a
“loss-adjusted” basis, which projects a certain level of performance. However, this underwriting may not accurately predict the
timing or magnitude of such losses. To the extent that this underwriting has incorrectly anticipated the timing or magnitude of
losses, our business may be adversely affected. Some of the mortgage loans underlying the CMBS are in default and additional
loans may default in the future. In the case of such defaults, cash flows of CMBS investments held by us may be adversely
affected as any reduction in the mortgage payments or principal losses on liquidation of any mortgage loan may be applied to
the class of CMBS securities relating to such defaulted loans that we hold.
The market value of CMBS could fluctuate materially as a result of various risks that are out of our control and may result
in significant losses.
The market value of CMBS investments could fluctuate materially over time as the result of changes in mortgage
spreads, treasury bond interest rates, capital market supply and demand factors, and many other factors that affect high-yield
fixed income products. These factors are out of our control and could impair our ability to obtain short-term financing on the
CMBS. CMBS investments, especially subordinated classes of CMBS, may have no, or only a limited, trading market. The
financial markets have experienced and may continue to experience volatility and reduced liquidity, which may continue and
reduce the market value of CMBS. Some or all of the CMBS, especially subordinated classes of CMBS, may be subject to
restrictions on transfer and may be considered illiquid.
Most of the assets in our Investing and Servicing Segment are held through, or are ownership interests in, entities subject to
entity level or foreign taxes, which cannot be passed through to, or used by, our stockholders to reduce taxes they owe.
Most of the assets in our Investing and Servicing Segment are held through a TRS, which is subject to entity level
taxes on income that it earns. Such taxes have materially increased the taxes paid by our TRSs. In addition, certain of the assets
in our Investing and Servicing Segment include entities organized or assets located in foreign jurisdictions. Taxes that we or
such entities pay in foreign jurisdictions may not be passed through to, or used by, our stockholders as a foreign tax credit or
otherwise.
Our Consolidated Financial Statements changed materially following our acquisition of LNR, as we became required to
consolidate the assets and liabilities of CMBS pools in which we own the controlling class of subordinated securities and are
considered the “primary beneficiary.”
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Following our acquisition of LNR, we became required to consolidate the assets and liabilities of certain CMBS pools
in which we own the controlling class of subordinated securities into our financial statements, even though the value of the
subordinated securities may represent a small interest relative to the size of the pool. Under GAAP, companies are required to
consolidate VIEs in which they are determined to be the primary beneficiary. A VIE must be consolidated only by its primary
beneficiary, which is defined as the party who, along with its affiliates and agents, has a potentially significant interest in the
entity and controls the entity’s significant decisions. As a result of the foregoing, our financial statements are more complex and
may be more difficult to understand than if we did not consolidate the CMBS pools.
Risks Related to Our Organization and Structure
Certain provisions of Maryland law could inhibit changes in control.
Certain provisions of the Maryland General Corporation Law (the “MGCL”) may have the effect of deterring a third
party from making a proposal to acquire us or of impeding a change in control under circumstances that otherwise could
provide the holders of our common stock with the opportunity to realize a premium over the then-prevailing market price of our
common stock. We are subject to the “business combination” provisions of the MGCL that, subject to limitations, prohibit
certain business combinations (including a merger, consolidation, share exchange or, in circumstances specified in the statute,
an asset transfer or issuance or reclassification of equity securities) between us and an “interested stockholder” (defined
generally as any person who beneficially owns 10% or more of our then outstanding voting capital stock or an affiliate or
associate of ours who, at any time within the two-year period prior to the date in question, was the beneficial owner of 10% or
more of our then outstanding voting capital stock) or an affiliate thereof for five years after the most recent date on which the
stockholder becomes an interested stockholder. After the five-year prohibition, any business combination between us and an
interested stockholder generally must be recommended by our board of directors and approved by the affirmative vote of at
least (i) 80% of the votes entitled to be cast by holders of outstanding shares of our voting capital stock and (ii) two-thirds of the
votes entitled to be cast by holders of voting capital stock of the corporation other than shares held by the interested stockholder
with whom or with whose affiliate the business combination is to be effected or held by an affiliate or associate of the interested
stockholder. These super-majority voting requirements do not apply if our common stockholders receive a minimum price, as
defined under Maryland law, for their shares in the form of cash or other consideration in the same form as previously paid by
the interested stockholder for its shares. These provisions of the MGCL also do not apply to business combinations that are
approved or exempted by a board of directors prior to the time that the interested stockholder becomes an interested
stockholder. Pursuant to the statute, our board of directors has by resolution exempted business combinations between us and
any other person, provided that such business combination is first approved by our board of directors (including a majority of
our directors who are not affiliates or associates of such person).
The “control share” provisions of the MGCL provide that “control shares” of a Maryland corporation (defined as
shares which, when aggregated with other shares controlled by the stockholder (except solely by virtue of a revocable proxy),
entitle the stockholder to exercise one of three increasing ranges of voting power in electing directors) acquired in a “control
share acquisition” (defined as the direct or indirect acquisition of ownership or control of “control shares”) have no voting
rights except to the extent approved by our stockholders by the affirmative vote of at least two-thirds of all the votes entitled to
be cast on the matter, excluding votes entitled to be cast by the acquirer of control shares, our officers and our personnel who
are also our directors. Our bylaws contain a provision exempting from the control share acquisition statute any and all
acquisitions by any person of shares of our stock, but this provision could be amended or eliminated at any time in the future.
The “unsolicited takeover” provisions of the MGCL permit our board of directors, without stockholder approval and
regardless of what is currently provided in our charter or bylaws, to implement takeover defenses, some of which (for example,
a classified board) we do not yet have. These provisions may have the effect of inhibiting a third party from making an
acquisition proposal for us or of delaying, deferring or preventing a change in control of us under the circumstances that
otherwise could provide the holders of shares of common stock with the opportunity to realize a premium over the then current
market price.
Our authorized but unissued shares of common and preferred stock may prevent a change in control.
Our charter authorizes us to issue additional authorized but unissued shares of common or preferred stock. In addition,
our board of directors may, without stockholder approval, amend our charter to increase the aggregate number of our shares of
stock or the number of shares of stock of any class or series that we have authority to issue and classify or reclassify any
unissued shares of common or preferred stock and set the preferences, rights and other terms of the classified or reclassified
shares. As a result, our board of directors may establish a series of shares of common or preferred stock that could delay or
prevent a transaction or a change in control that might involve a premium price for our shares of common stock or otherwise be
in the best interest of our stockholders.
Maintenance of our exemption from registration under the Investment Company Act imposes significant limits on our
operations.
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We intend to continue to conduct our operations so that neither we nor any of our subsidiaries are required to register
as an investment company under the Investment Company Act. Because we are a holding company that conducts our
businesses primarily through wholly-owned subsidiaries, the securities issued by these subsidiaries that are excepted from the
definition of “investment company” under Section 3(c)(1) or Section 3(c)(7) of the Investment Company Act, together with any
other investment securities we own, may not have a combined value in excess of 40% of the value of our adjusted total assets
on an unconsolidated basis. The term “investment securities” generally includes all securities except U.S. government securities
and securities of majority-owned subsidiaries that are not themselves investment companies and are not relying on the
exemption from the definition of investment company under Section 3(c)(1) or Section 3(c)(7) of the Investment Company Act.
This requirement limits the types of businesses in which we may engage through our subsidiaries. In addition, the assets we and
our subsidiaries may acquire are limited by the provisions of the Investment Company Act and the rules and regulations
promulgated under the Investment Company Act, which may adversely affect our performance.
If the value of securities issued by our subsidiaries that are excepted from the definition of “investment company” by
Section 3(c)(1) or 3(c)(7) of the Investment Company Act, together with any other investment securities we own, exceeds 40%
of our adjusted total assets on an unconsolidated basis, or if one or more of such subsidiaries fail to maintain an exception or
exemption from the Investment Company Act, we could, among other things, be required either (i) to substantially change the
manner in which we conduct our operations to avoid being required to register as an investment company or (ii) to register as an
investment company under the Investment Company Act, either of which could have an adverse effect on us and the market
price of our securities. If we were required to register as an investment company under the Investment Company Act, we would
become subject to substantial regulation with respect to our capital structure (including our ability to use leverage),
management, operations, transactions with affiliated persons (as defined in the Investment Company Act), portfolio
composition, including restrictions with respect to diversification and industry concentration, and other matters.
We will determine whether an entity is a majority-owned subsidiary of our Company. The Investment Company Act
defines a majority-owned subsidiary of a person as a company 50% or more of the outstanding voting securities of which are
owned by such person, or by another company which is a majority-owned subsidiary of such person. The Investment Company
Act defines voting securities as any security presently entitling the owner or holder thereof to vote for the election of directors
of a company. We treat entities in which we own at least 50% of the outstanding voting securities as majority-owned
subsidiaries for purposes of the 40% test referenced above. We have not requested that the SEC or its staff approve our
treatment of any entity as a majority-owned subsidiary, and neither has done so. If the SEC or its staff was to disagree with our
treatment of one or more subsidiary entities as majority-owned subsidiaries, we would need to adjust our strategy and our assets
in order to continue to pass the 40% test.
Many of our subsidiaries rely on the exclusion from the definition of an investment company under Section 3(c)(5)(C)
of the Investment Company Act, which is available for entities “primarily engaged in [the business of] . . . purchasing or
otherwise acquiring mortgages and other liens on and interests in real estate.” This exclusion, as interpreted by the SEC staff,
generally requires that at least 55% of a subsidiary’s portfolio must be comprised of qualifying real estate assets and at least
80% of its portfolio must be comprised of qualifying real estate assets and real estate-related assets (and no more than 20%
comprised of miscellaneous assets). In addition, certain of our subsidiaries in our Infrastructure Lending Segment may seek to
rely, among other things, on the exceptions from the definition of “investment company” contained in Section 3(c)(5)(A) or
Section 3(c)(5)(B) of the Investment Company Act. Section 3(c)(5)(A) provides an exception from the definition of
“investment company” for entities that are primarily engaged in the business of purchasing or otherwise acquiring notes, drafts,
acceptances, open accounts receivable, and other obligations representing part or all of the sales price of merchandise,
insurance, and services. Section 3(c)(5)(B) excepts from the definition of “investment company” entities that are primarily
engaged in the business of making loans to manufacturers, wholesalers, retailers and prospective purchasers of specified
merchandise, insurance or services.
As with other provisions of the Investment Company Act, including Section 3(c)(5)(C), reliance on Sections
3(c)(5)(A) and/or 3(c)(5)(B) is based in large part on the nature of the assets held by the relevant entities, and we have analyzed
the availability of Section 3(c)(5)(A) and/or 3(c)(5)(B) to certain of our subsidiaries in the Infrastructure Lending Segment
based on guidance from the SEC staff on the types of assets that qualify an entity to rely on either exception. However, the
SEC guidance is somewhat limited in this area and the SEC may in the future issue additional guidance through no action
letters or otherwise and there can be no assurance that the assets of our subsidiaries in the Infrastructure Lending Segment will
conform to such guidance.
In that regard, to the extent that any of such subsidiaries can no longer rely on the above Sections, such subsidiaries
may be required to rely on other exceptions from the definition of “investment company”, such as Section 3(c)(1) or 3(c)(7), in
which case we will need to treat our holdings therein as investment securities for purposes of the 40% test described above, or
otherwise change the manner in which they conduct operations. Any such change could have an adverse effect on the
performance of such subsidiaries and their ability to conduct their operations as currently contemplated.
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In August 2011, the SEC solicited public comment on a wide range of issues relating to Section 3(c)(5)(C) of the
Investment Company Act, including the nature of the assets that qualify for purposes of the exemption and whether mortgage
REITs should be regulated in a manner similar to investment companies. The laws and regulations governing the Investment
Company Act status of REITs, including the Division of Investment Management of the SEC providing more specific or
different guidance regarding these exemptions, could change in a manner that adversely affects our operations. If we or our
subsidiaries fail to maintain an exception or exemption from the Investment Company Act, we could, among other things, be
required to (i) change the manner in which we conduct our operations to avoid being required to register as an investment
company, (ii) effect sales of our assets in a manner that, or at a time when, we would not otherwise choose to do so, or
(iii) register as an investment company (which, among other things, would require us to comply with the leverage constraints
applicable to investment companies), any of which could negatively affect the value of our common stock, the sustainability of
our business model and our ability to make distributions to our stockholders, which could, in turn, materially and adversely
affect the market price of our common stock.
Rapid changes in the values of our real estate-related and other investments may make it more difficult for us to maintain
our qualification as a REIT or exemption from the Investment Company Act.
If the market value or income potential of real estate-related or other investments declines as a result of increased
interest rates, prepayment rates or other factors, including changes in carrying value of certain assets made in accordance with
CECL, we may need to increase our real estate investments and income and/or liquidate our non-qualifying assets in order to
maintain our REIT qualification or exemption from the Investment Company Act. Moreover, we may have to take similar
action if the market value or income potential of any investment securities that we own increases. If the change in real estate or
other asset values and/or income occurs quickly, this may be especially difficult to accomplish. This difficulty may be
exacerbated by the illiquid nature of any non-qualifying assets that we may own. We may have to make investment decisions
that we otherwise would not make absent the REIT and Investment Company Act considerations.
Our rights and the rights of our stockholders to take action against our directors and officers are limited, which could limit
your recourse in the event of actions not in your best interests.
Under Maryland law generally, a director’s actions will be upheld if he or she performs his or her duties in good faith,
in a manner he or she reasonably believes to be in our best interests and with the care that an ordinarily prudent person in a like
position would use under similar circumstances. In addition, our charter limits the liability of our directors and officers to us
and our stockholders for money damages, except for liability resulting from:
•
•
actual receipt of an improper benefit or profit in money, property or services; or
active and deliberate dishonesty by the director or officer that was established by a final judgment as being material to
the cause of action adjudicated.
Our charter authorizes us to indemnify our directors and officers for actions taken by them in those capacities to the
maximum extent permitted by Maryland law. Our bylaws require us to indemnify each director or officer, to the maximum
extent permitted by Maryland law, in the defense of any proceeding to which he or she is made, or threatened to be made, a
party by reason of his or her service to us. In addition, we may be obligated to fund the defense costs incurred by our directors
and officers. As a result, we and our stockholders may have more limited rights against our directors and officers than might
otherwise exist absent the current provisions in our charter and bylaws or that might exist with other companies.
Our charter contains provisions that make removal of our directors difficult, which could make it difficult for our
stockholders to effect changes to our management.
Our charter provides that a director may only be removed for cause upon the affirmative vote of holders of two-thirds
of the votes entitled to be cast in the election of directors. Vacancies may be filled only by a majority of the remaining directors
in office, even if less than a quorum. These requirements make it more difficult to change our management by removing and
replacing directors and may prevent a change in control of our company that is in the best interests of our stockholders.
Ownership limitations may restrict change of control or business combination opportunities in which our stockholders
might receive a premium for their shares.
In order for us to qualify as a REIT, no more than 50% in value of our outstanding capital stock may be owned,
directly or indirectly, by five or fewer individuals during the last half of any calendar year. “Individuals” for this purpose
include natural persons, private foundations, some employee benefit plans and trusts, and some charitable trusts. To preserve
our REIT qualification, our charter generally prohibits any person from directly or indirectly owning more than 9.8% in value
or in number of shares, whichever is more restrictive, of the outstanding shares of our capital stock or more than 9.8% in value
or in number of shares, whichever is more restrictive, of the outstanding shares of our common stock. This ownership limitation
could have the effect of discouraging a takeover or other transaction in which holders of our common stock might receive a
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premium for their shares over the then prevailing market price or which holders might believe to be otherwise in their best
interests.
Risks Related to Taxation as a REIT
If we do not qualify as a REIT or fail to remain qualified as a REIT, we will be subject to tax as a regular corporation and
could face a substantial tax liability, which would reduce the amount of cash available for distribution to our stockholders.
We intend to continue to operate in a manner that will allow us to qualify as a REIT for U.S. federal income tax
purposes. We have not requested nor obtained a ruling from the IRS as to our REIT qualification. Qualification as a REIT
involves the application of highly technical and complex Code provisions for which only limited judicial and administrative
authorities exist. Even a technical or inadvertent violation could jeopardize our REIT qualification. Our qualification as a REIT
depends on our satisfaction of certain asset, income, organizational, distribution, stockholder ownership and other requirements
on a continuing basis. Our ability to satisfy the asset tests depends upon our analysis of the characterization and fair values of
our assets, some of which are not susceptible to a precise determination, and for which we will not obtain independent
appraisals. Our compliance with the REIT income and quarterly asset requirements also depends upon our analysis of the
character of our income and our ability to successfully manage the composition of our income and assets on an ongoing basis.
Moreover, the proper classification of an instrument as debt or equity for U.S. federal income tax purposes may be uncertain in
some circumstances, which could affect the application of the REIT qualification requirements as described below. In addition,
our ability to satisfy the requirements to qualify as a REIT depends in part on the actions of third parties over which we have no
control or only limited influence, including in cases where we own an equity interest in an entity that is classified as a
partnership for U.S. federal income tax purposes. Accordingly, there can be no assurance that the IRS will not contend that our
interests in subsidiaries or in securities of other issuers will not cause a violation of the REIT requirements.
If we were to fail to qualify as a REIT in any taxable year, we would be subject to U.S. federal income tax and
applicable state and local taxes, on our taxable income at regular corporate rates, and distributions made to our stockholders
would not be deductible by us in computing our taxable income. Any resulting corporate tax liability could be substantial and
would reduce the amount of cash available for distribution to our stockholders, which in turn could have an adverse impact on
the value of our common stock. Unless we were entitled to relief under certain Code provisions, we also would be disqualified
from taxation as a REIT for the four taxable years following the year in which we failed to qualify as a REIT.
Ordinary dividends payable by REITs do not qualify for the reduced tax rates available for some corporate dividends.
The maximum tax rate applicable to “qualified dividends” payable by regular U.S. corporations to domestic
stockholders that are individuals, trusts or estates is currently 20%. Dividends payable by REITs generally are not eligible for
that reduced rate. However, pursuant to the 2017 Tax Cuts and Jobs Act, such domestic stockholders may generally be allowed
to deduct from their taxable income one-fifth of the ordinary dividends payable to them by REITs for taxable years beginning
before January 1, 2026. This would amount to a reduction in the effective tax rate on REIT dividends as compared to prior law.
To qualify for this deduction, the domestic stockholder receiving such dividend must hold the dividend-paying REIT shares for
at least 46 days (taking into account certain special holding period rules) of the 91-day period beginning 45 days before the
shares become ex-dividend, and cannot be under an obligation to make related payments with respect to a position in
substantially similar or related property.
However, the more favorable rates that will nevertheless continue to apply to regular corporate qualified dividends
could cause investors who are individuals, trusts or estates to perceive investments in REITs to be relatively less attractive as a
federal income tax matter than investments in the stocks of non-REIT corporations that pay dividends, which could adversely
affect the value of the stock of REITs, including ours.
REIT distribution requirements could adversely affect our ability to continue to execute our business plan.
We generally must distribute annually at least 90% of our taxable income, subject to certain adjustments and excluding
any net capital gain, in order for U.S. federal corporate income tax not to apply to earnings that we distribute. To the extent that
we satisfy this distribution requirement, but distribute less than 100% of our taxable income, we will be subject to U.S. federal
corporate income tax on our undistributed taxable income. In addition, we will be subject to a 4% nondeductible excise tax if
the actual amount that we pay out to our stockholders in a calendar year is less than a minimum amount specified under U.S.
federal tax laws. We intend to continue to make distributions to our stockholders to comply with the REIT requirements of the
Code.
From time to time, we may generate taxable income greater than our income for financial reporting purposes prepared
in accordance with GAAP, or differences in timing between the recognition of taxable income and the actual receipt of cash
may occur. For example, we may be required to accrue income from mortgage loans, MBS and other types of debt securities or
interests in debt securities before we receive any payments of interest or principal on such assets, including in particular
pursuant to requests by borrowers, in light of the current COVID-19 pandemic and associated economic dislocations, for
temporary interest deferrals or forbearances, or other modifications of their loans. We may also acquire distressed debt
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investments that are subsequently modified by agreement with the borrower, or we may be required to amend other debt
investments, including in connection with the discontinuation of LIBOR. If the amendments to the outstanding debt are
“significant modifications” under the applicable U.S. Treasury regulations, the modified debt may be considered to have been
reissued to us at a gain in a debt-for-debt exchange with the borrower, with gain recognized by us to the extent that the principal
amount of the modified debt exceeds our cost of purchasing it prior to modification. In addition, we are generally required to
recognize certain amounts in income no later than the time such amounts are reflected on our financial statements filed with the
SEC.
We may also be required under the terms of indebtedness that we incur to use cash received from interest payments to
make principal payments on that indebtedness, with the effect of recognizing income but not having a corresponding amount of
cash available for distribution to our stockholders.
As a result, we may find it difficult or impossible to meet distribution requirements from our ordinary operations in
certain circumstances. In particular, where we experience differences in timing between the recognition of taxable income and
the actual receipt of cash, the requirement to distribute a substantial portion of our taxable income could cause us to: (i) sell
assets in adverse market conditions, (ii) borrow on unfavorable terms, (iii) distribute amounts that would otherwise be invested
in future acquisitions, capital expenditures or repayment of debt or (iv) make a taxable distribution of our shares, as part of a
distribution in which stockholders may elect to receive shares (subject to a limit measured as a percentage of the total
distribution), in order to comply with REIT requirements. These alternatives could increase our costs or reduce our equity.
Thus, compliance with the REIT requirements may hinder our ability to grow, which could adversely affect the value of our
common stock.
We may choose to make distributions to our stockholders in our own stock, or make a distribution of a subsidiary’s common
stock, in which case our stockholders could be required to pay income taxes in excess of the cash dividends they receive.
We may in the future distribute taxable dividends that are payable in cash and shares of our common stock at the
election of each stockholder. We may also determine to distribute a taxable dividend in the stock of a subsidiary in connection
with a spin-off or other transaction. Taxable stockholders receiving such distributions will be required to include the full
amount of the distribution as ordinary income to the extent of our current and accumulated earnings and profits for U.S. federal
income tax purposes. As a result, stockholders may be required to pay income taxes with respect to such dividends in excess of
the cash dividends received. If a U.S. stockholder sells the stock that it receives as a dividend in order to pay this tax, the sale
proceeds may be less than the amount included in income with respect to the dividend, depending on the market price of that
stock at the time of the sale. Furthermore, with respect to certain non-U.S. stockholders, we may be required to withhold U.S.
tax with respect to such dividends, including in respect of all or a portion of such dividend that is payable in stock. In addition,
if a significant number of our stockholders determine to sell shares of our common stock in order to pay taxes owed on
dividends, it may put downward pressure on the trading price of our common stock.
The stock ownership limit imposed by the Code for REITs and our charter may restrict our business combination
opportunities.
In order for us to maintain our qualification as a REIT under the Code, not more than 50% in value of our outstanding
stock may be owned, directly or indirectly, by five or fewer individuals (as defined in the Code to include certain entities) at
any time during the last half of each taxable year following our first year. Our charter, with certain exceptions, authorizes our
board of directors to take the actions that are necessary and desirable to preserve our qualification as a REIT. Unless exempted
by our board of directors, no person may own more than 9.8% of the aggregate value of our outstanding capital stock. Our
board may grant an exemption in its sole discretion, subject to such conditions, representations and undertakings as it may
determine. The ownership limits imposed by the tax law are based upon direct or indirect ownership by “individuals,” but only
during the last half of a tax year. The ownership limits contained in our charter key off the ownership at any time by any
“person,” which term includes entities. These ownership limitations in our charter are common in REIT charters and are
intended to provide added assurance of compliance with the tax law requirements, and to minimize administrative burdens.
However, these ownership limits might also delay or prevent a transaction or a change in our control that might involve a
premium price for our common stock or otherwise be in the best interest of our stockholders.
Even as a REIT, we may face tax liabilities that reduce our cash flow.
Even if we remain qualified for taxation as a REIT, we may be subject to certain U.S. federal, state and local taxes on
our income and assets, including taxes on any undistributed income, taxes on income from some activities conducted as a result
of a foreclosure, and state or local income, property and transfer taxes, such as mortgage recording taxes. In addition, in order to
continue to meet the REIT qualification requirements, prevent the recognition of certain types of non-cash income, or to avert
the imposition of a 100% tax that applies to certain gains derived by a REIT from dealer property or inventory, we may hold a
significant amount of our assets through our TRSs or other subsidiary corporations that will be subject to corporate-level
income tax at regular rates. In addition, if we lend money to a TRS, the TRS may be unable to deduct all or a portion of the
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interest paid to us, which could result in an even higher corporate-level tax liability. Any of these taxes would decrease cash
available for distribution to our stockholders.
Complying with REIT requirements may cause us to forgo otherwise attractive opportunities.
To qualify as a REIT for U.S. federal income tax purposes, we must satisfy ongoing tests concerning, among other
things, the sources of our income, the nature and diversification of our assets, the amounts that we distribute to our stockholders
and the ownership of our stock. We may be required to make distributions to stockholders at disadvantageous times or when we
do not have funds readily available for distribution, and may be unable to pursue investments that would be otherwise
advantageous to us in order to satisfy the source-of-income or asset-diversification requirements for qualifying as a REIT. In
addition, in certain cases, the modification of a debt instrument could result in the conversion of the instrument from a
qualifying real estate asset to a wholly or partially non-qualifying asset that must be contributed to a TRS or disposed of in
order for us to maintain our REIT status. Compliance with the source-of-income requirements may also limit our ability to
acquire debt instruments at a discount from their face amount. Thus, compliance with the REIT requirements may hinder our
ability to make, and in certain cases to maintain ownership of, certain attractive investments.
Complying with REIT requirements may force us to liquidate otherwise attractive investments.
To qualify as a REIT, we must ensure that at the end of each calendar quarter, at least 75% of the value of our assets
consists of cash, cash items, government securities and qualified REIT real estate assets, including certain mortgage loans and
certain kinds of MBS. The remainder of our investment in securities (other than government securities and qualified real estate
assets) generally cannot include more than 10% of the outstanding voting securities of any one issuer or more than 10% of the
total value of the outstanding securities of any one issuer. In addition, in general, no more than 5% of the value of our assets
(other than government securities and qualified real estate assets) can consist of the securities of any one issuer, and no more
than 20% of the value of our total securities can be represented by securities of one or more TRSs. If we fail to comply with
these requirements at the end of any calendar quarter, we must correct the failure within 30 days after the end of the calendar
quarter or qualify for certain statutory relief provisions to avoid losing our REIT qualification and suffering adverse tax
consequences. As a result, we may be required to liquidate from our portfolio otherwise attractive investments. These actions
could have the effect of reducing our income and amounts available for distribution to our stockholders.
The failure of assets subject to repurchase agreements to qualify as real estate assets could adversely affect our ability to
qualify as a REIT.
We have entered into financing arrangements that are structured as sale and repurchase agreements pursuant to which
we would nominally sell certain of our assets to a counterparty and simultaneously enter into an agreement to repurchase these
assets at a later date in exchange for a purchase price. Economically, these agreements are financings which are secured by the
assets sold pursuant thereto. We believe that we would be treated for REIT asset and income test purposes as the owner of the
assets that are the subject of any such sale and repurchase agreement notwithstanding that such agreement may transfer record
ownership of the assets to the counterparty during the term of the agreement. It is possible, however, that the IRS could assert
that we did not own the assets during the term of the sale and repurchase agreement, in which case we could fail to qualify as a
REIT.
We may be required to report taxable income for certain investments in excess of the economic income we ultimately realize
from them.
We may acquire debt instruments in the secondary market for less than their face amount. The discount at which such
debt instruments are acquired may reflect doubts about their ultimate collectability rather than current market interest rates. The
amount of such discount will nevertheless generally be treated as “market discount” for U.S. federal income tax purposes.
Under the rules applicable in reporting market discount as income, such market discount may have to be included in income as
if the debt instruments were assured of being collected in full. If we ultimately collect less on the debt instruments than our
purchase price plus the market discount we had previously reported as income, we may not be able to benefit from any
offsetting loss deductions. In addition, we may acquire distressed debt investments that are subsequently modified by agreement
with the borrower. If the amendments to the outstanding debt are “significant modifications” under applicable U.S. Treasury
regulations, the modified debt may be considered to have been reissued to us at a gain in a debt-for-debt exchange with the
borrower. In that event, we may be required to recognize taxable gain to the extent the principal amount of the modified debt
exceeds our adjusted tax basis in the unmodified debt, even if the value of the debt or the payment expectations have not
changed.
Moreover, some of the MBS that we acquire may have been issued with original issue discount. We will be required to
report such original issue discount based on a constant yield method and will be taxed based on the assumption that all future
projected payments due on such MBS will be made. If such MBS turns out not to be fully collectible, an offsetting loss
deduction will become available only in the later year that uncollectability is provable.
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Finally, in the event that any debt instruments or MBS acquired by us are delinquent as to mandatory principal and
interest payments, or in the event payments with respect to a particular debt instrument are not made when due, we may
nonetheless be required to continue to recognize the unpaid interest as taxable income as it accrues, despite doubt as to its
ultimate collectability. Similarly, we may be required to accrue interest income with respect to subordinate MBS at its stated
rate regardless of whether corresponding cash payments are received or are ultimately collectible. In each case, while we would
in general ultimately have an offsetting loss deduction available to us when such interest was determined to be uncollectible, the
utility of that deduction could depend on our having taxable income in that later year or thereafter.
If any of our subsidiary REITs failed to qualify as a REIT, we could be subject to higher taxes, fail to remain qualified as a
REIT and/or be subject to other adverse consequences.
We own and may acquire direct or indirect interests in one or more entities that have elected or will elect to be taxed as
REITs under the Code (each, a “Subsidiary REIT”). A Subsidiary REIT is subject to the various REIT qualification
requirements and other limitations described herein that are applicable to us. If a Subsidiary REIT were to fail to qualify as a
REIT, then (i) that Subsidiary REIT would become subject to U.S. federal income tax and applicable state and local taxes on its
taxable income at regular corporate rates, (ii) the Subsidiary REIT’s failure to so qualify could have an adverse effect on our
ability to comply with the REIT income and asset tests, and thus could impair our ability to qualify as a REIT unless we could
avail ourselves of certain relief provisions and (iii) such failure could also cause certain entities owned by the Subsidiary REIT
that are intended to be treated as “qualified REIT subsidiaries” (or otherwise as disregarded) to be treated as taxable mortgage
pools (“TMPs”), which could cause adverse tax and other adverse consequences.
The “taxable mortgage pool” rules will increase the taxes that we, or our stockholders may, incur and limit our actions with
respect to our taxable mortgage pool.
Securitizations in the form of bonds or notes secured principally by mortgage loans generally result in the creation of
TMPs for U.S. federal income tax purposes. The debt securities issued by TMPs are sometimes referred to as “collateralized
mortgage obligations” (“CMOs”), which include CLOs. We have issued CLOs through TMPs. Unless a TMP is wholly-owned
by a REIT, it is subject to taxation as a corporation. However, so long as a REIT owns 100% of the equity interests in a TMP,
the TMP will not be taxed as a corporation. Instead, certain categories of the REIT’s stockholders, such as foreign stockholders
eligible for treaty or sovereign benefits, stockholders with net operating losses, and generally tax-exempt stockholders that are
subject to unrelated business income tax, may be subject to taxation, or to increased taxes, on any portion, known as “excess
inclusions”, of their dividend income from the REIT that is attributable to the TMP, but only to the extent that the REIT
actually distributes “excess inclusions” to them. We intend not to distribute “excess inclusions”, but to pay the tax on “excess
inclusions” ourselves. Notwithstanding our intention to try to avoid distributions to our stockholders of “excess inclusions”, it
is possible that some portion of our dividends to our stockholders may be so characterized.
In order to control better, and to attempt to avoid, the distribution of “excess inclusions” to our stockholders, all of our
TMPs are wholly-owned by a Subsidiary REIT that has elected to be treated as a REIT. Our Subsidiary REIT is required to
satisfy, on a stand-alone basis, the REIT asset, income, organizational, distribution, stockholder ownership and other
requirements described above, and if it were to fail to qualify as a REIT, then our Subsidiary REIT would face adverse tax
consequences similar to those described above with respect to our qualification as a REIT and, as described above, failure could
have an adverse effect on our ability to comply with the REIT income and asset tests and thus could impair our ability to
qualify as a REIT unless we could avail ourselves of certain relief provisions.
Because our TMPs must at all times be owned by a REIT, we are restricted from selling equity interests in it, or selling
any notes or bonds issued by it that might be considered to be equity for tax purposes, to other investors if doing so would
subject it to taxation. These restrictions limit the liquidity of our investments in our TMPs and may prevent us from incurring
greater leverage on that investment in order to maximize our returns from it.
The tax on prohibited transactions may limit our ability to engage in transactions, including certain methods of securitizing
mortgage loans, which would be treated as sales for U.S. federal income tax purposes.
A REIT’s net income from prohibited transactions is subject to a 100% tax. In general, prohibited transactions are
sales or other dispositions of property, other than foreclosure property, but including mortgage loans, held primarily for sale to
customers in the ordinary course of business. We might be subject to this tax if we were to dispose of or securitize loans in a
manner that was treated as a sale of the loans for U.S. federal income tax purposes. Therefore, in order to avoid the prohibited
transactions tax, we may choose not to engage in certain sales of loans at the REIT level, and may limit the structures we utilize
for our securitization transactions, even though the sales or structures might otherwise be beneficial to us.
Our investments in construction loans require us to make estimates about the fair value of land improvements that may be
challenged by the IRS.
We invest in construction loans, the interest from which is qualifying income for purposes of the REIT income tests,
provided that the loan value of the real property securing the construction loan is equal to or greater than the highest
52
outstanding principal amount of the construction loan during any taxable year. For purposes of construction loans, the loan
value of the real property is the fair value of the land plus the reasonably estimated cost of the improvements or developments
(other than personal property) that secure the loan and that are to be constructed from the proceeds of the loan. There can be no
assurance that the IRS would not challenge our estimate of the loan value of the real property.
The failure of a mezzanine loan to qualify as a real estate asset could adversely affect our ability to qualify as a REIT.
We invest in mezzanine loans, for which the IRS has provided a safe harbor but not rules of substantive law. Pursuant
to the safe harbor, if a mezzanine loan meets certain requirements, it will be treated by the IRS as a real estate asset for purposes
of the REIT asset tests, and interest derived from the mezzanine loan will be treated as qualifying mortgage interest for
purposes of the REIT 75% income test. We may acquire mezzanine loans that do not meet all of the requirements of this safe
harbor. In the event we own a mezzanine loan that does not meet the safe harbor, the IRS could challenge such loan’s treatment
as a real estate asset for purposes of the REIT asset and income tests and, if such a challenge were sustained, we could fail to
qualify as a REIT.
Liquidation of assets may jeopardize our REIT qualification.
To qualify as a REIT, we must comply with requirements regarding our assets and our sources of income. If we are
compelled to liquidate our investments to repay obligations to our lenders, we may be unable to comply with these
requirements, ultimately jeopardizing our qualification as a REIT, or we may be subject to a 100% tax on any resultant gain if
we sell assets that are treated as dealer property or inventory.
Complying with REIT requirements may limit our ability to hedge effectively and may cause us to incur tax liabilities.
The REIT provisions of the Code substantially limit our ability to hedge our assets and liabilities. Any income from a
hedging transaction we enter into either (i) to manage risk of interest rate or price changes with respect to borrowings made or
to be made to acquire or carry real estate assets, (ii) to manage risk of currency fluctuations with respect to items of income that
qualify for purposes of the REIT 75% or 95% gross income tests or assets that generate such income or (iii) to hedge another
instrument that hedges risks described in clause (i) or (ii) for a period following the extinguishment of the liability or the
disposition of the asset that was previously hedged by the instrument, and provided that, in each case, the applicable hedging
instrument is properly identified under applicable U.S. Treasury regulations, does not constitute “gross income” for purposes of
the 75% or 95% gross income tests. To the extent that we enter into other types of hedging transactions, the income from those
transactions is likely to be treated as non-qualifying income for purposes of both of the gross income tests. As a result of these
rules, we intend to limit our use of advantageous hedging techniques or implement those hedges through a domestic TRS. This
could increase the cost of our hedging activities because our TRS would be subject to tax on gains or expose us to greater risks
associated with changes in interest rates than we would otherwise want to bear. In addition, losses in our TRS will not directly
reduce our REIT taxable income but may reduce current or future taxable income in the TRS.
Partnership tax audits could increase the tax liability borne by us in the event of a U.S. federal income tax audit of a
subsidiary partnership.
In connection with U.S. federal income tax audits of partnerships (such as certain of our subsidiaries) and the
collection of any tax resulting from any such audits or other tax proceedings, the partnership itself may be liable for partner-
level taxes (including interest and penalties) resulting from an adjustment of partnership tax items on audit, regardless of
changes in the composition of the partners (or their relative ownership) between the year under audit and the year of the
adjustment. The rules also include an elective alternative method under which the additional taxes resulting from the
adjustment are assessed from the affected partners, subject to a higher rate of interest than otherwise would apply. Although
regulations have been issued and address some aspects of these rules, questions remain as to how they will apply. These rules
could increase the U.S. federal income tax, interest, and/or penalties economically borne by us in the event of a U.S. federal
income tax audit of a subsidiary partnership in comparison to prior law.
Legislative or other actions affecting REITs could materially and adversely affect us and our stockholders.
The rules dealing with U.S. federal income taxation are constantly under review by persons involved in the legislative
process and by the IRS and the U.S. Department of the Treasury. Changes to the tax laws, with or without retroactive
application, could materially and adversely affect us and our stockholders. We cannot predict how changes in the tax laws
might affect us or our stockholders. New legislation, U.S. Treasury regulations, administrative interpretations or court decisions
could significantly and negatively affect our ability to qualify as a REIT or the U.S. federal income tax consequences of such
qualification.
53
General Risk Factors
Changes in accounting rules and other policy or regulatory changes could occur at any time and could impact us in
significantly negative ways that we are unable to predict or protect against.
The SEC, the Financial Accounting Standards Board (“FASB”) and other regulatory bodies that establish the
accounting rules applicable to us have proposed or enacted a wide array of changes to accounting rules over the last several
years. Moreover, in the future, these regulators may propose additional changes that we do not currently anticipate. Changes to
accounting rules that apply to us could significantly impact our business or our reported financial performance in negative ways
that we cannot predict or protect against. We cannot predict whether any changes to current accounting rules will occur or what
impact any codified changes will have on our business, results of operations, liquidity or financial condition.
Failure to maintain effective internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley
Act could have a material adverse effect on our business and stock price.
As a public company, we are required to maintain effective internal control over financial reporting in accordance with
Section 404 of the Sarbanes-Oxley Act of 2002. Internal control over financial reporting is complex and may be revised over
time to adapt to changes in our business or changes in applicable accounting rules. We cannot assure you that our internal
control over financial reporting will be effective in the future or that a material weakness will not be discovered with respect to
a prior period for which we believe that internal controls were effective. If we are not able to maintain or document effective
internal control over financial reporting, our independent registered public accounting firm may not be able to certify as to the
effectiveness of our internal control over financial reporting as of the required dates. Matters impacting our internal controls
may cause us to be unable to report our financial information on a timely basis, or may cause us to restate previously issued
financial information, and thereby subject us to adverse regulatory consequences, including sanctions or investigations by the
SEC or violations of applicable stock exchange listing rules. There could also be a negative reaction in the financial markets
due to a loss of investor confidence in us and the reliability of our financial statements. Confidence in the reliability of our
financial statements is also likely to suffer if we or our independent registered public accounting firm reports a material
weakness in our internal control over financial reporting. This could materially and adversely affect us by, for example, leading
to a decline in our stock price and impairing our ability to raise capital.
Our board of directors has approved very broad investment guidelines for our Manager and does not approve each
investment and financing decision made by our Manager unless required by our investment guidelines.
Our Manager is authorized to follow very broad investment guidelines which enable our Manager to make investments
on our behalf in a wide array of assets. Our board of directors will periodically review our investment guidelines and our
investment portfolio but will not, and will not be required to, review all of our proposed investments, except that any
investment that is equal to or in excess of $250.0 million but less than $400.0 million will require approval of the investment
committee of our board of directors and any investment that is equal to or in excess of $400.0 million will require approval of
our board of directors. See “Item 1. Business—Investment Guidelines” in this Form 10-K for additional information regarding
these investment guidelines. In addition, in conducting periodic reviews, our board of directors may rely and may make
investments through affiliates primarily on information provided to them by our Manager. Furthermore, our Manager may use
complex strategies, and transactions entered into by our Manager may be costly, difficult or impossible to unwind by the time
they are reviewed by our board of directors. Our Manager (or such affiliates) has great latitude within the broad parameters of
our investment guidelines in determining the types and amounts of target assets it decides are attractive investments for us,
which could result in investment returns that are substantially below expectations or that result in losses, which would
materially and adversely affect our business operations and results. Further, decisions made and investments and financing
arrangements entered into by our Manager may not fully reflect the best interests of our stockholders.
New investments may not be profitable (or as profitable as we expect), may increase our exposure to certain industries,
may increase our exposure to interest rate, foreign currency, real estate market or credit market fluctuations, may divert
managerial attention from more profitable opportunities and may require significant financial resources. A change in our
investment strategy may also increase any guarantee obligations we agree to incur or increase the number of transactions we
enter into with affiliates. Moreover, new investments may present risks that are difficult for us to adequately assess, given our
lack of familiarity with a particular type of investment. The risks related to new investments or the financing risks associated
with such investments could adversely affect our results of operations, financial condition and liquidity, and could impair our
ability to make distributions to our stockholders.
Our board of directors has in the past and may in the future at any time change one or more of our investment strategy or
guidelines, financing strategy or leverage policies without stockholder consent.
Our board of directors has in the past and may in the future at any time change one or more of our investment strategy
or guidelines, financing strategy or leverage policies with respect to investments, acquisitions, growth, operations, indebtedness,
capitalization and distributions without the consent of our stockholders, which could result in an investment portfolio with a
54
different risk profile. Any change in our investment strategy may increase our exposure to interest rate risk, default risk and real
estate market fluctuations. These changes could adversely affect our financial condition, results of operations, the market price
of our common stock and our ability to make distributions to our stockholders.
We operate in a highly competitive market for investment opportunities and competition may limit our ability to acquire
desirable investments in our target assets and could also affect the pricing of these investment opportunities.
We operate in a highly competitive market for investment opportunities. Our profitability depends, in large part, on our
ability to acquire our target assets at attractive prices. In acquiring our target assets, we compete with a variety of institutional
investors, including other REITs, commercial and investment banks, specialty finance companies, public and private funds
(including other funds managed by Starwood Capital Group), commercial finance and insurance companies and other financial
institutions. Many of our competitors are substantially larger and have considerably greater financial, technical, marketing and
other resources than we do. Several other REITs have raised significant amounts of capital and may have investment objectives
that overlap with ours, which may create additional competition for investment opportunities. Some competitors may have a
lower cost of funds and access to funding sources that may not be available to us, such as funding from the U.S. government, if
we are not eligible to participate in programs established by the U.S. government. Many of our competitors are not subject to
the operating constraints associated with REIT tax compliance or maintenance of an exemption from the Investment Company
Act. In addition, some of our competitors may have higher risk tolerances or different risk assessments, which could allow them
to consider a wider variety of investments and establish more relationships than we do. Furthermore, competition for
investments in our target assets may lead to the price of such assets increasing, which may further limit our ability to generate
desired returns. We cannot assure you that the competitive pressures we face will not have a material adverse effect on our
business, financial condition and results of operations. Also, as a result of this competition, desirable investments in our target
assets may be limited in the future and we may not be able to continue to take advantage of attractive investment opportunities
from time to time, as we may not be able to identify and make additional investments that are consistent with our investment
objectives.
We are highly dependent on information systems and systems failures could significantly disrupt our business, which may,
in turn, negatively affect the market price of our common stock and our ability to make distributions to our stockholders.
Our network systems and storage applications, and those systems and storage and other business applications
maintained by our third party providers, may be subject to attempts to gain unauthorized access, breach, malfeasance or other
system disruptions. In some cases, it is difficult to anticipate or to detect immediately such incidents and the damage caused
thereby. While we continually work to safeguard our internal network systems and validate the security of our third party
providers, including through information security policies and employee awareness and training, such actions may not be
sufficient to prevent cyber-attacks or security breaches. The loss, disclosure or misappropriation of, or unauthorized access to,
information or our failure to meet our obligations could result in legal claims or proceedings, penalties and remediation costs. A
significant data breach or our failure to meet our obligations may adversely affect our reputation, business, results of operations
and financial condition.
In particular, our business is highly dependent on the communications and information systems of Starwood Capital
Group. Any failure or interruption of Starwood Capital Group’s systems could cause delays or other problems, which could
have a material adverse effect on our operating results and negatively affect the market price of our common stock and our
ability to make distributions to our stockholders.
We are subject to risks from natural disasters such as earthquakes and severe weather, including as the result of global
climate changes, which may result in damage to our properties.
Natural disasters and severe weather such as earthquakes, tornadoes, hurricanes or floods may result in significant
damage to the properties securing our loans or in which we invest. In addition, our investments may be exposed to new or
increased risks and liabilities associated with global climate change, such as increased frequency or intensity of adverse weather
and natural disasters, which could negatively impact our and our borrowers’ businesses and the value of the properties securing
our loans or in which we invest. The extent of our or our borrowers' casualty losses and loss in operating income in connection
with such events is a function of the severity of the event and the total amount of exposure in the affected area. When we have
geographic concentration of exposures, a single catastrophe (such as an earthquake) or destructive weather event (such as a
hurricane) affecting a region may have a significant negative effect on our financial condition and results of operations. We
may be materially and adversely affected by our exposure to losses arising from natural disasters or severe weather, including
those associated with global climate change.
In addition, global climate change concerns could result in additional legislation and regulatory requirements,
including those associated with the transition to a low-carbon economy, which could increase expenses or otherwise adversely
impact our business, results of operations and financial condition, or the business, results of operations and financial condition
of our borrowers.
55
The market price and trading volume of our common stock could be volatile and the market price of our common stock
could decline, resulting in a substantial or complete loss of your investment.
The stock markets, including the New York Stock Exchange (the "NYSE"), which is the exchange on which our
common stock is listed, have experienced significant price and volume fluctuations. In the past, overall weakness in the
economy and other factors have contributed to extreme volatility of the equity markets generally, including the market price of
our common stock. As a result, the market price of our common stock has been and may continue to be volatile, and investors
in our common stock may experience a decrease in the value of their shares, including decreases unrelated to our operating
performance or prospects. Some of the factors that could negatively affect our stock price or result in fluctuations in the price or
trading volume of our common stock include:
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
our actual or projected operating results, financial condition, cash flows and liquidity, or changes in business strategy
or prospects;
actual or perceived conflicts of interest with our Manager or Starwood Capital Group and individuals, including our
executives;
equity issuances by us or share resales by our stockholders, or the perception that such issuances or resales may occur;
actual or anticipated accounting problems;
publication of research reports about us or the real estate industry;
changes in market valuations of similar companies;
adverse market reaction to the level of leverage we employ;
additions to or departures of our Manager’s or Starwood Capital Group’s key personnel;
speculation in the press or investment community;
our failure to meet, or the lowering of, our earnings estimates or those of any securities analysts;
increases in market interest rates, which may lead investors to demand a higher distribution yield for our common
stock and would result in increased interest expenses on our debt;
failure to maintain our REIT qualification;
uncertainty regarding our exemption from the Investment Company Act;
price and volume fluctuations in the stock market generally; and
general market and economic conditions, including the current state of the credit and capital markets.
In the past, securities class action litigation has often been instituted against companies following periods of volatility
in their share price. This type of litigation could result in substantial costs and divert our attention and resources.
There may be future dilution of our common stock as a result of additional issuances of our securities, which could
adversely impact our stock price.
Our board of directors is authorized under our charter to, among other things, authorize the issuance of additional
shares of our common stock or the issuance of shares of preferred stock or additional securities convertible or exchangeable
into equity securities, without stockholder approval. Future issuances of our common stock or shares of preferred stock or
securities convertible or exchangeable into equity securities may dilute the ownership interest of our existing stockholders.
Because our decision to issue additional equity or convertible or exchangeable securities in any future offering will depend on
market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of our future
issuances. Additionally, any convertible or exchangeable securities that we issue may have rights, preferences and privileges
more favorable than those of our common stock. Also, we cannot predict the effect, if any, of future sales of our common stock,
or the availability of shares for future sales, on the market price of our common stock. Sales of substantial amounts of common
stock or the perception that such sales could occur may adversely affect the prevailing market price for our common stock.
Item 1B. Unresolved Staff Comments.
None.
56
Item 2. Properties.
The Company leases office space in Miami Beach, FL; New York, NY; Los Angeles, CA; Stamford, CT and
Charlotte, NC. Our headquarters is located in Greenwich, CT in office space leased by our Manager. Refer to Schedule III
included in Item 8 of this Form 10‑K for a listing of investment properties owned as of December 31, 2021.
Item 3. Legal Proceedings.
Currently, no material legal proceedings are pending against us that could have a material adverse effect on our
business, financial position or results of operations.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
PART II
Securities.
Market Information and Dividends
The Company’s common stock has been listed on the NYSE and is traded under the symbol “STWD” since its IPO in
August 2009. On February 18, 2022, the closing price of our common stock, as reported by the NYSE, was $24.29 per share.
We intend to make regular quarterly distributions to holders of our common stock and distribution equivalents to
holders of restricted stock units which are settled in shares of common stock. U.S. federal income tax law generally requires
that a REIT distribute annually at least 90% of its REIT taxable income, without regard to the deduction for dividends paid and
excluding net capital gains, and that it pay tax at regular corporate rates to the extent that it annually distributes less than 100%
of its net taxable income. We generally intend over time to pay quarterly distributions in an amount at least equal to our taxable
income. Refer to Note 18 to the Consolidated Financial Statements for the Company’s dividend history for the three years
ended December 31, 2021.
Holders
As of February 18, 2022, there were 440 holders of record of the Company’s 304,827,055 shares of common stock
outstanding. One of the holders of record is Cede & Co., which holds shares as nominee for The Depository Trust Company
which itself holds shares on behalf of other beneficial owners of our common stock.
Securities Authorized for Issuance Under Equity Compensation Plans
The information required by this item is set forth under Item 12 of this Form 10-K and is incorporated herein by
reference.
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Stock Performance Graph
CUMULATIVE TOTAL RETURN
Based upon initial investment of $100 on December 31, 2016 (1)
Starwood Property
Bloomberg REIT
Trust
Mortgage Index
S&P © 500
12/31/2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
12/31/2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
12/31/2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
12/31/2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
12/31/2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
12/31/2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
$
$
$
$
$
100.00
106.04
107.18
146.56
129.88
176.40
$
$
$
$
$
$
100.00
120.27
116.77
144.35
112.30
132.08
$
$
$
$
$
$
100.00
121.83
116.49
153.17
181.35
233.41
__________________________________________
(1) Dividend reinvestment is assumed.
Sales of Unregistered Equity Securities
There were no sales of unregistered equity securities during the year ended December 31, 2021.
Issuer Purchases of Equity Securities
There were no purchases of common stock during the year ended December 31, 2021.
Item 6. [Reserved]
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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
This “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of the Company
should be read in conjunction with our accompanying Consolidated Financial Statements included in Item 8 of this Form 10‑K.
Certain statements we make under this Item 7 constitute “forward‑looking statements” under the Private Securities Litigation
Reform Act of 1995. See “Special Note Regarding Forward‑Looking Statements” preceding Part I of this Form 10‑K. You
should consider our forward‑looking statements in light of our Consolidated Financial Statements and other financial
information appearing elsewhere in this Form 10‑K and our other filings with the SEC.
Business Objectives and Outlook
Our objective is to provide attractive risk‑adjusted returns to our investors over the long‑term, primarily through
dividends and secondarily through capital appreciation. We intend to achieve our objective by originating and acquiring target
assets to create a diversified investment portfolio that is financed in a manner that is designed to deliver attractive returns across
a variety of market conditions and economic cycles. We are focused on our three core competencies: transaction access, asset
analysis and selection, and identification of attractive relative values within the real estate debt and equity markets.
Since our IPO in August 2009, we have evolved from a company focused on opportunistic acquisitions of real estate
debt assets from distressed sellers to that of a full‑service real estate finance platform that is primarily focused on the
origination and acquisition of commercial real estate debt and equity investments across the capital structure, in the U.S.,
Europe and Australia. With the Starwood brand, market presence, and lending/asset management platform that we have
developed, we are focused primarily on the following opportunities:
(1) Continue to expand our market presence as a leading provider of acquisition, refinance, development and
expansion capital to large real estate projects (greater than $75 million) in infill locations, and other attractive
market niches where our size and scale give us an advantage to provide a “one-stop” lending solution for real
estate developers, owners and operators;
(2) Continue to expand our investment activities in subordinate CMBS and revenues from special servicing;
(3) Continue to expand our capabilities in syndication and securitization, which serve as a source of attractively
priced, matched-term financing;
(4) Continue to leverage our Investing and Servicing Segment’s sourcing and credit underwriting capabilities to
expand our overall footprint in the commercial real estate debt markets;
(5) Expand our investment activities in both (i) targeted real estate equity investments and (ii) residential mortgage
finance; and
(6) Expand our originations and acquisitions of infrastructure debt investments.
Establishment of Woodstar Fund
As discussed in Note 2 to the Consolidated Financial Statements, on November 5, 2021, we established Woodstar
Portfolio Holdings, LLC (the “Woodstar Fund”), an investment fund which holds our Woodstar multifamily affordable housing
portfolios consisting of 59 properties with 15,057 units located in Central and South Florida. In connection therewith, we sold
interests of 20.6% in the Woodstar Fund to third party institutional investors for initial cash proceeds of $216.0 million, which
was adjusted to $214.2 million post-closing. The Woodstar Fund is accounted for under ASC 946, Financial Services –
Investment Companies, with its investments reported on its balance sheet at fair value and changes in fair value each period
recognized in earnings.
We serve as the managing member of the Woodstar Fund and hold a 79.4% interest. As a result, we consolidate the
accounts of the Woodstar Fund into our Consolidated Financial Statements, retaining the fair value basis of accounting for its
investments. Upon the establishment of the Woodstar Fund on November 5, 2021, we recognized a $1.2 billion increase in fair
value as a cumulative adjustment to stockholders’ equity, representing the difference between the fair value of the Woodstar
Fund's investments on November 5, 2021 of $1.0 billion and their previous net asset carrying value of $(0.2) billion.
As of December 31, 2021, the Woodstar Fund’s investments are carried within “Investments of consolidated
affordable housing fund” on our consolidated balance sheet. Commencing November 5, 2021, income from the Woodstar
59
Fund’s investments is recognized within “Income from investments of affordable housing fund” in the other income (loss)
section of our consolidated statement of operations and consists of cash distributions received from, and fair value changes in,
those investments.
COVID-19 Pandemic
The full extent of the impact and effects of the COVID-19 pandemic will depend on future developments, including,
among other factors, the duration, spread and resurgences of the virus, including certain variants thereof, along with related
travel advisories and restrictions, the recovery time of the disrupted supply chains and industries, the impact of labor market
interruptions, the impact of government interventions, the pace, scope and efficacy of vaccination and booster programs, and
general uncertainty as to the impact of COVID-19, including related variants, on the global economy.
Further discussion of the potential impacts on our business, financial condition, results of operations, liquidity, the
market price of our common stock and our ability to make distributions to our stockholders from the COVID-19 pandemic is
provided in the section entitled “Risk Factors” in Part I, Item 1A of this Form 10-K.
Developments During the Fourth Quarter of 2021
Commercial and Residential Lending Segment
•
Originated or acquired $4.4 billion of commercial loans during the quarter, including the following:
◦
◦
◦
◦
◦
◦
◦
€457.8 million ($517.4 million) first mortgage and mezzanine loan to a global data center infrastructure
developer for the development of four pre-leased centers in Ireland, of which the Company funded $31.7
million.
$360.0 million first mortgage and mezzanine loan for the construction of a 15-story multifamily development
located in Pennsylvania, of which the Company funded $45.5 million and sold the $250.0 million first
mortgage loan.
£243.3 million ($326.2 million) first mortgage loan for the development of a mixed-use space incorporating
485 multifamily units with 180,000 square feet of commercial space located in London, England, which the
Company has not yet funded.
$301.0 million first mortgage and mezzanine loan for a recently completed 10-floor, 616,328 square foot
office condominium located in New York, of which the Company funded $196.8 million.
$233.2 million first mortgage and mezzanine loan for the acquisition of 10 office buildings located in Florida,
of which the Company funded $223.4 million.
$220.8 million first mortgage and mezzanine loan for the construction of two distribution centers and the pre-
development of a multilevel industrial warehouse located in New York, of which the Company funded $123.6
million.
€177.0 million ($200.5 million) subscription notes secured by a first mortgage on a five star hotel located in
Italy, which the Company fully funded.
•
•
•
•
Funded $243.8 million of previously originated commercial loan commitments.
Received gross proceeds of $600.2 million ($421.4 million, net of debt repayments) from maturities and principal
repayments on our commercial loans.
Received gross proceeds of $64.1 million ($29.4 million, net of debt repayments) from sales of senior interests in first
mortgage loans.
Acquired $1.8 billion of residential loans, of which $94.5 million related to principal acquired upon redemption of a
consolidated RMBS trust.
60
•
Received proceeds of $1.1 billion, including retained RMBS of $56.1 million, from the securitization and sales of $1.1
billion of residential loans.
Infrastructure Lending Segment
•
•
Acquired $427.3 million of infrastructure loans and funded $16.8 million of pre-existing infrastructure loan
commitments.
Received proceeds of $148.3 million from principal repayments on our infrastructure loans and bonds and $12.8
million from sales of infrastructure loans.
Property Segment
•
•
On November 5, 2021, we established the Woodstar Fund with third party institutional investors, as discussed in the
Establishment of Woodstar Fund section above.
Prior to the establishment of the Woodstar Fund, we refinanced our Woodstar I Portfolio by entering into a loan
agreement with total borrowings of $380.0 million, secured by mortgages on certain properties. The loan carries a two-
year term, with three one-year extension options, and has an annual interest rate of LIBOR + 2.11%. In connection
with this upsize, we acquired an interest rate cap with a strike of 1.00%. A portion of the net proceeds was used to
repay $217.1 million of outstanding mortgage loans on those properties with a weighted average annual interest rate of
LIBOR + 2.71%.
Investing and Servicing Segment
•
•
•
•
•
Originated or acquired commercial conduit loans of $457.5 million.
Received proceeds of $467.6 million from sales of previously originated or acquired commercial conduit loans.
Acquired CMBS for a purchase price of $9.0 million.
Obtained six new special servicing assignments for CMBS trusts with a total unpaid principal balance of $4.8 billion,
bringing our total named special servicing portfolio to $94.8 billion.
Sold commercial real estate for gross proceeds of $37.8 million and recognized a gain of $12.5 million.
Corporate
•
•
•
Issued $400.0 million of 3.75% Senior Notes due 2024 (the “2024 Senior Notes”).
Repaid the remaining $300.0 million of 5.00% Senior Notes due December 2021 (the "2021 Senior Notes") upon
maturity.
Issued 16.0 million shares of our common stock for cash proceeds of $393.1 million.
61
Developments During 2021
Commercial and Residential Lending Segment
•
•
In May 2021, we refinanced a pool of our commercial loans held-for-investment through a collateralized loan
obligation (“CLO”), STWD 2021-FL2. The CLO has a contractual maturity of April 2038 and a weighted average cost
of financing of LIBOR + 1.78%, inclusive of the amortization of deferred issuance costs. On the closing date, the CLO
issued $1.3 billion of notes and preferred shares, of which $1.1 billion of notes was purchased by third party investors.
We retained $70.1 million of notes, along with preferred shares with a liquidation preference of $127.5 million. The
CLO contains a reinvestment feature that, subject to certain eligibility criteria, allows us to contribute new loans or
participation interests in loans to the CLO in exchange for cash.
In July 2021, we contributed into a single asset securitization (“SASB”), STWD 2021-HTS, a $230.0 million first
mortgage and mezzanine loan we originated in 2021 on a portfolio of 41 extended stay hotels. The securitization
provided $210.1 million of third party financing at a weighted average cost of financing of LIBOR + 2.48%, inclusive
of the amortization of deferred issuance costs.
•
Originated or acquired $10.0 billion of commercial loans during the year, including the following:
◦
◦
◦
◦
◦
◦
◦
◦
◦
€457.8 million ($517.4 million) first mortgage and mezzanine loan to a global data center infrastructure
developer for the development of four pre-leased centers in Ireland, of which the Company funded $31.7
million.
£360.0 million ($504.5 million) first mortgage loan to finance the acquisition of a portfolio of vacation
cottages, caravan homes and resorts across the United Kingdom, which the Company fully funded.
$460.0 million first mortgage, mezzanine loan and preferred equity interest for the refinancing of a five-asset
portfolio that includes four multifamily properties ($298.0 million) and an office property ($162.0 million)
located in New York and Connecticut, of which the Company funded $394.7 million.
$360.0 million first mortgage and mezzanine loan for the construction of a 15-story multifamily development
located in Pennsylvania, of which the Company funded $45.5 million and sold the $250.0 million first
mortgage loan.
£243.3 million ($326.2 million) first mortgage loan for the development of a mixed-use space incorporating
485 multifamily units with 180,000 square feet of commercial space located in London, England, which the
Company has not yet funded.
£227.6 million ($317.5 million) first mortgage loan for the refinancing of 14 assisted living facilities located
across the United Kingdom, which the Company fully funded.
$301.0 million first mortgage and mezzanine loan for a recently completed 10-floor, 616,328 square foot
office condominium located in New York, of which the Company funded $196.8 million.
$295.0 million first mortgage and mezzanine loan for the refinancing of a 666 unit Class A high-rise
multifamily property and 70,873 square foot office building located in California, of which the Company
funded $280.0 million.
$253.0 million first mortgage and mezzanine loan for the refinancing of a 495 unit, three tower multifamily
property located in Florida, of which the Company funded $217.5 million.
•
•
•
Funded $529.3 million of previously originated commercial loan commitments.
Received gross proceeds of $3.7 billion ($1.7 billion, net of debt repayments) from maturities and principal
repayments on our commercial loans.
Received gross proceeds of $307.3 million and $21.5 million ($68.3 million and $2.5 million, net of debt repayments)
from sales of senior interests in first mortgage loans and whole loan interests, respectively.
62
•
•
•
•
•
•
Sold commercial real estate in Montgomery, Alabama that was previously acquired through foreclosure in March 2019
for gross proceeds of $31.2 million and recognized a gain of $17.7 million. At the foreclosure date, the loan had a
carrying value of $9.0 million ($20.9 million unpaid principal balance net of an $8.3 million allowance and $3.6
million of unamortized discount).
Entered into or amended commercial loan repurchase facilities to increase the available borrowings by $1.7 billion.
Acquired $4.5 billion of residential loans, of which $529.1 million related to principal acquired upon redemption of
three consolidated RMBS trusts.
Received proceeds of $2.6 billion, including retained RMBS of $168.8 million, from the securitization and sales of
$2.5 billion of residential loans.
Received proceeds of $30.7 million from the sale of retained RMBS.
Entered into or amended residential loan repurchase facilities to increase the available borrowings by $2.1 billion.
Infrastructure Lending Segment
•
•
•
In April 2021, we refinanced a pool of our infrastructure loans held-for-investment through a CLO, STWD 2021-SIF1.
The CLO has a contractual maturity of April 2032 and a weighted average cost of financing of LIBOR + 2.15%,
inclusive of the amortization of deferred issuance costs. On the closing date, the CLO issued $500.0 million of notes
and preferred shares, of which $410.0 million of notes was purchased by third party investors. We retained preferred
shares with a liquidation preference of $90.0 million. The CLO contains a reinvestment feature that, subject to certain
eligibility criteria, allows us to contribute new loans or participation interests in loans to the CLO in exchange for cash.
Acquired $771.6 million of infrastructure loans and funded $70.2 million of pre-existing infrastructure loan
commitments.
Received proceeds of $365.4 million from principal repayments on our infrastructure loans and bonds and $15.3
million from sales of infrastructure loans.
Property Segment
•
•
On November 5, 2021, we established the Woodstar Fund with third party institutional investors, as discussed in the
Establishment of Woodstar Fund section above.
Prior to the establishment of the Woodstar Fund, we entered into mortgage loans to upsize and reprice a portion of our
Woodstar I and Woodstar II Portfolio debt. We borrowed a total of $462.9 million, of which $222.0 million was used
to repay a portion of our existing mortgage loans. The new $380.0 million Woodstar I mortgage loan carries a two-
year term, with three one-year extension options, and has an annual interest rate of LIBOR + 2.11%. In connection
with this upsize, we acquired an interest rate cap with a strike of 1.00%. The new $82.9 million Woodstar II mortgage
loans carry seven-year terms and a weighted average fixed annual interest rate of 4.36%. All mortgage loans related to
the Woodstar I and Woodstar II Portfolios are now reflected net within “Investments of consolidated affordable
housing fund”, as discussed in the Establishment of Woodstar Fund section above.
Investing and Servicing Segment
•
•
•
•
•
Originated and acquired commercial conduit loans of $1.4 billion.
Received proceeds of $1.2 billion from sales of previously originated and acquired commercial conduit loans.
Acquired CMBS for a purchase price of $71.5 million, of which $2.5 million related to non-controlling interests, and
sold CMBS for total gross proceeds of $38.7 million, of which $10.6 million related to non-controlling interests.
Obtained 26 new special servicing assignments for CMBS trusts with a total unpaid principal balance of $20.9 billion,
bringing our total named special servicing portfolio to $94.8 billion.
Sold commercial real estate for gross proceeds of $68.7 million and recognized a gain of $22.2 million.
63
Corporate
•
•
•
•
Issued $400.0 million of 3.625% Senior Notes due 2026 (the “2026 Senior Notes”).
Issued $400.0 million of 3.75% Senior Notes due 2024.
Repaid the full $700.0 million of 5.00% Senior Notes due December 2021.
Amended the term loan facility to increase the incremental borrowings by $150.0 million and reduce the annual
interest rate by 0.25% to LIBOR + 3.25% on all the incremental borrowings, subject to a 0.75% LIBOR floor.
Additionally, we increased the maximum facility size of the revolver by $30.0 million to $150.0 million, reduced the
annual interest rate by 0.50% to SOFR + 2.50% and extended the maturity from July 2024 to April 2026.
•
Issued 16.0 million shares of our common stock for cash proceeds of $393.1 million.
Subsequent Events
Refer to Note 25 to the Consolidated Financial Statements for disclosure regarding significant transactions that
occurred subsequent to December 31, 2021.
64
Results of Operations
The discussion below is based on GAAP and therefore reflects the elimination of certain key financial statement line
items related to the consolidation of securitization VIEs, particularly within revenues and other income, as discussed in Note 2
to the Consolidated Financial Statements. For a discussion of our results of operations excluding the impact of ASC 810 as it
relates to the consolidation of securitization VIEs, refer to the section captioned “Non-GAAP Financial Measures”.
The following table compares our summarized results of operations for the years ended December 31, 2021, 2020 and
2019 by business segment (amounts in thousands):
For the Year Ended December 31,
2021
2020
2019
$ Change
2021 vs. 2020
$ Change
2020 vs. 2019
Revenues:
Commercial and Residential Lending Segment $
Infrastructure Lending Segment . . . . . . . . . . . .
Property Segment . . . . . . . . . . . . . . . . . . . . . . .
Investing and Servicing Segment . . . . . . . . . . .
Corporate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Securitization VIE eliminations . . . . . . . . . . . .
779,321 $
87,540
235,038
210,185
—
749,660 $
80,987
255,745
183,027
—
693,032 $
106,649
287,503
253,931
26
(141,996)
1,170,088
(133,264)
1,136,155
(144,722)
1,196,419
29,661 $
6,553
(20,707)
27,158
—
(8,732)
33,933
Costs and expenses:
Commercial and Residential Lending Segment
Infrastructure Lending Segment . . . . . . . . . . . .
Property Segment . . . . . . . . . . . . . . . . . . . . . . .
Investing and Servicing Segment . . . . . . . . . . .
Corporate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Securitization VIE eliminations . . . . . . . . . . . .
Other income (loss):
Commercial and Residential Lending Segment
Infrastructure Lending Segment . . . . . . . . . . . .
Property Segment . . . . . . . . . . . . . . . . . . . . . . .
Investing and Servicing Segment . . . . . . . . . . .
Corporate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Securitization VIE eliminations . . . . . . . . . . . .
Income (loss) before income taxes:
Commercial and Residential Lending Segment
Infrastructure Lending Segment . . . . . . . . . . . .
Property Segment . . . . . . . . . . . . . . . . . . . . . . .
Investing and Servicing Segment . . . . . . . . . . .
Corporate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Securitization VIE eliminations . . . . . . . . . . . .
Income tax provision . . . . . . . . . . . . . . . . . . . . . .
Net income attributable to non-controlling
interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net income attributable to Starwood Property
Trust, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
249,677
64,775
226,583
144,055
304,468
(501)
989,057
58,595
1,178
11,299
118,961
(11,023)
141,054
320,064
588,239
23,943
19,754
185,091
(315,491)
(441)
501,095
(8,669)
273,861
54,008
243,857
138,677
253,997
8
964,408
261,150
85,764
272,911
165,094
245,049
(144)
(24,184)
10,767
(17,274)
5,378
50,471
(509)
1,029,824
24,649
53,126
(2,712)
(36,757)
34,224
33,158
133,492
214,531
528,925
24,267
(24,869)
78,574
(220,839)
220
386,278
(20,197)
20,806
(11,510)
(708)
205,420
24,523
145,041
383,572
452,688
9,375
13,884
294,257
(220,500)
463
550,167
(13,232)
5,469
3,890
48,056
84,737
(44,181)
7,562
105,533
59,314
(324)
44,623
106,517
(94,652)
(661)
114,817
11,528
56,628
(25,662)
(31,758)
(70,904)
(26)
11,458
(60,264)
12,711
(31,756)
(29,054)
(26,417)
8,948
152
(65,416)
32,320
8,798
(36,049)
(171,196)
8,635
(11,549)
(169,041)
76,237
14,892
(38,753)
(215,683)
(339)
(243)
(163,889)
(6,965)
(44,687)
(34,392)
(27,271)
(10,295)
(7,121)
447,739 $
331,689 $
509,664 $ 116,050 $ (177,975)
65
Year Ended December 31, 2021 Compared to the Year Ended December 31, 2020
Commercial and Residential Lending Segment
Revenues
For the year ended December 31, 2021, revenues of our Commercial and Residential Lending Segment increased
$29.7 million to $779.3 million, compared to $749.6 million for the year ended December 31, 2020. This increase was
primarily due to increases in interest income from loans of $40.0 million, partially offset by a decrease in interest income from
investment securities of $10.9 million. The increase in interest income from loans reflects a $37.2 million increase from
commercial loans, reflecting higher average balances partially offset by lower prepayment related income, loans placed on
nonaccrual and lower average LIBOR rates (partly mitigated by the LIBOR floors on most of our commercial loans) and a $2.8
million increase from residential loans principally due to higher average balances reflecting the timing of purchases and
securitizations. The decrease in interest income from investment securities was primarily due to lower commercial and
residential average investment balances, reflecting net repayments and liquidations, and lower average LIBOR rates affecting
certain commercial investments.
Costs and Expenses
For the year ended December 31, 2021, costs and expenses of our Commercial and Residential Lending Segment
decreased $24.1 million to $249.7 million, compared to $273.8 million for the year ended December 31, 2020. This decrease
was primarily due to a $50.8 million decrease in credit loss provision, partially offset by a $30.1 million increase in interest
expense associated with the various secured financing facilities used to fund a portion of this segment’s investment portfolio.
The credit loss provision decreased from a provision of $47.2 million during the year ended December 31, 2020 to a $3.6
million reversal during the year ended December 31, 2021. The large provision in the year ended December 31, 2020 was due
to the significant deterioration in macroeconomic forecasts resulting from the initial disruption caused by the COVID-19
pandemic and its effect on our then estimate of current expected credit losses (“CECL”). The credit loss reversal during the year
ended December 31, 2021 was primarily due to an improvement in macroeconomic forecasts. The increase in interest expense
was primarily due to higher average borrowings outstanding, partially offset by lower average LIBOR rates.
Net Interest Income (amounts in thousands)
Interest income from loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Interest income from investment securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
2021
2020
Change
705,499
67,589
(206,353)
566,735
$
$
665,503
78,490
(176,230)
567,763
$
$
39,996
(10,901)
(30,123)
(1,028)
For the Year Ended December 31,
For the year ended December 31, 2021, net interest income of our Commercial and Residential Lending Segment
decreased $1.1 million to $566.7 million, compared to $567.8 million for the year ended December 31, 2020. This decrease
reflects the net increase in interest income which was slightly more than offset by the increase in interest expense on our
secured financing facilities, both as discussed in the sections above.
During the years ended December 31, 2021 and 2020, the weighted average unlevered yields on the Commercial and
Residential Lending Segment’s loans and investment securities, excluding retained RMBS, were as follows:
Commercial . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Residential . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Overall . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5.7 %
4.6 %
5.6 %
6.6 %
5.7 %
6.6 %
For the Year Ended December 31,
2021
2020
The overall weighted average unlevered yield on our commercial loans decreased primarily due to repayment of loans
with higher LIBOR floors being replaced by newer loans with lower floating rate floors, lower prepayment related income and
certain loans being placed on nonaccrual in 2021. The unlevered yield on our residential loans decreased due to lower weighted
66
average coupons which resulted from market spread tightening as well as a change in the composition of our residential loan
portfolio to include more agency loans which generally carry a lower coupon than non-agency loans.
During the years ended December 31, 2021 and 2020, the Commercial and Residential Lending Segment’s weighted
average secured borrowing rates, inclusive of interest rate hedging costs and the amortization of deferred financing fees, were
2.5% and 2.8%, respectively. The decrease in borrowing rates primarily reflects decreases in LIBOR.
Other Income
For the year ended December 31, 2021, other income of our Commercial and Residential Lending Segment increased
$5.5 million to $58.6 million, compared to $53.1 million for the year ended December 31, 2020. This increase primarily
reflects (i) a $131.8 million favorable change in gain (loss) on derivatives, (ii) a $17.7 million gain on sale of a foreclosed
property in the first quarter of 2021 and (iii) a $6.8 million lesser decrease in fair value of investment securities, partially offset
by (iv) a $78.2 million unfavorable change in foreign currency gain (loss), (v) a $63.1 million lesser increase in fair value of
residential loans and (vi) $4.6 million of transfer taxes related to the foreclosure of a residential conversion project. The
favorable change in gain (loss) on derivatives during the year ended December 31, 2021 reflects a $73.1 million favorable
change in gain (loss) on foreign currency hedges and a $58.7 million favorable change in gain (loss) on interest rate swaps. The
foreign currency hedges are used to fix the U.S. dollar amounts of cash flows (both interest and principal payments) we expect
to receive from our foreign currency denominated loans and investments. The unfavorable change in foreign currency gain
(loss) and favorable change in foreign currency hedges reflect the strengthening of the U.S. dollar against the pound sterling
(“GBP”), Euro (“EUR”) and Australian dollar (“AUD”) during the year ended December 31, 2021 compared to a weakening of
the U.S. dollar against those currencies during the year ended December 31, 2020. The interest rate swaps are used primarily to
fix our interest rate payments on certain variable rate borrowings which fund fixed rate investments and to hedge our interest
rate risk on residential loans held-for-sale.
Infrastructure Lending Segment
Revenues
For the year ended December 31, 2021, revenues of our Infrastructure Lending Segment increased $6.5 million to
$87.5 million, compared to $81.0 million for the year ended December 31, 2020. This increase was primarily due to an
increase in interest income from loans of $7.2 million principally due to higher average balances outstanding, partially offset by
lower average LIBOR rates.
Costs and Expenses
For the year ended December 31, 2021, costs and expenses of our Infrastructure Lending Segment increased $10.8
million to $64.8 million, compared to $54.0 million for the year ended December 31, 2020. The increase was primarily due to
(i) a $16.0 million increase in credit loss provision, partially offset by (ii) a $3.2 million decrease in interest expense associated
with the various secured financing facilities used to fund a portion of this segment’s investment portfolio and (iii) a $1.1 million
decrease in general and administrative expenses. The credit loss provision increased to $11.9 million during the year ended
December 31, 2021 compared to a $4.1 million reversal during the year ended December 31, 2020. The $11.9 million
provision in 2021 includes a $10.1 million specific reserve for a loan which became credit deteriorated during the fourth quarter
of 2021. The decrease in interest expense was primarily due to lower average LIBOR rates.
Net Interest Income (amounts in thousands)
Interest income from loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Interest income from investment securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
2021
2020
Change
85,057 $
2,190
(37,671)
49,576 $
77,851 $
2,637
(40,913)
39,575 $
7,206
(447)
3,242
10,001
For the Year Ended December 31,
For the year ended December 31, 2021, net interest income of our Infrastructure Lending Segment increased $10.0
million to $49.6 million, compared to $39.6 million for the year ended December 31, 2020. The increase reflects the increase in
interest income from loans and the decrease in interest expense on the secured financing facilities, both as discussed in the
sections above.
67
During the years ended December 31, 2021 and 2020, the weighted average unlevered yields on the Infrastructure
Lending Segment’s investments were as follows:
Loans and investment securities held-for-investment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Loans held-for-sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5.0 %
2.9 %
5.2 %
3.5 %
During the years ended December 31, 2021 and 2020, the Infrastructure Lending Segment’s weighted average secured
borrowing rates, inclusive of the amortization of deferred financing fees, were 2.8% and 3.4%, respectively.
For the Year Ended December 31,
2021
2020
Other Income (Loss)
For the years ended December 31, 2021 and 2020, other income (loss) of our Infrastructure Lending Segment
improved $3.9 million to income of $1.2 million, compared to a loss of $2.7 million for the year ended December 31, 2020.
The improvement primarily reflects a $2.8 million favorable change in gain (loss) on interest rate and other derivatives and a
$1.9 million increase in earnings from an unconsolidated entity.
Property Segment
Change in Results by Portfolio (amounts in thousands)
Revenues
Costs and
expenses
$ Change from prior period
Gain (loss) on
derivative
financial instruments
Other income (loss)
Income (loss)
before
income taxes
Master Lease Portfolio . . . . . . . . . $
Medical Office Portfolio . . . . . . . .
Woodstar I Portfolio . . . . . . . . . . .
Woodstar II Portfolio . . . . . . . . . .
Woodstar Fund . . . . . . . . . . . . . . .
Other/Corporate . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . $
(11) $
(595)
(11,356)
(8,714)
—
(31)
(20,707) $
(117) $
(4,230)
(12,467)
(4,099)
1,986
1,653
(17,274) $
— $
43,929
617
—
—
—
44,546 $
— $
—
(3,437)
(141)
6,425
663
3,510 $
106
47,564
(1,709)
(4,756)
4,439
(1,021)
44,623
See Notes 7 and 8 to the Consolidated Financial Statements for a description of the above-referenced Property
Segment portfolios and fund.
Revenues
For the year ended December 31, 2021, revenues of our Property Segment decreased $20.7 million to $235.0 million,
compared to $255.7 million for the year ended December 31, 2020, primarily reflecting less than a full year of revenues
attributable to the Woodstar Portfolios in 2021 due to their November 5, 2021 conversion to the Woodstar Fund.
Costs and Expenses
For the year ended December 31, 2021, costs and expenses of our Property Segment decreased $17.3 million to $226.6
million, compared to $243.9 million for the year ended December 31, 2020, primarily reflecting less than a full year of costs
and expenses attributable to the Woodstar Portfolios in 2021 due to their November 5, 2021 conversion to the Woodstar Fund.
Other Income (Loss)
For the year ended December 31, 2021, other income (loss) of our Property Segment improved $48.1 million to
income of $11.3 million, compared to a loss of $36.8 million for the year ended December 31, 2020. The improvement in other
income (loss) was primarily due to (i) a $44.5 million favorable change in gain (loss) on derivatives which primarily hedge our
interest rate risk on borrowings secured by our Medical Office Portfolio and (ii) $6.4 million of income from the Woodstar
Fund, partially offset by (iii) a $3.1 million increase in loss on extinguishment of debt primarily related to the refinancing of
certain Woodstar properties before their conversion to the Woodstar Fund.
68
Investing and Servicing Segment
Revenues
For the year ended December 31, 2021, revenues of our Investing and Servicing Segment increased $27.2 million to
$210.2 million, compared to $183.0 million for the year ended December 31, 2020. The increase in revenues was primarily due
to (i) a $17.1 million increase in servicing fees reflecting an increased volume of COVID-19 related loan resolutions, (ii) a $5.3
million increase in other fee income related to the origination of certain loans contributed into CMBS transactions and (iii) a
$4.1 million increase in interest income from CMBS investments and conduit loans.
Costs and Expenses
For the year ended December 31, 2021, costs and expenses of our Investing and Servicing Segment increased $5.4
million to $144.1 million, compared to $138.7 million for the year ended December 31, 2020. The increase in costs and
expenses was primarily due to an increase of $8.8 million in general and administrative expenses reflecting increased incentive
compensation principally due to higher securitization volume, partially offset by a $1.8 million decrease in interest expense on
borrowings related to conduit loans and properties held.
Other Income
For the year ended December 31, 2021, other income of our Investing and Servicing Segment increased $84.7 million
to $118.9 million, compared to $34.2 million for the year ended December 31, 2020. The increase in other income was
primarily due to (i) a $79.6 million favorable change in fair value of CMBS investments, (ii) a $29.6 million favorable change
in gain (loss) on derivatives which primarily hedge our interest rate risk on conduit loans and CMBS investments and (iii) a
$14.2 million increase in gain on sale of properties, partially offset by (iv) a $30.0 million decrease in earnings from
unconsolidated entities and (v) a $7.1 million lesser increase in fair value of servicing rights. The fair value of our CMBS
investments was adversely affected during the year ended December 31, 2020 by widening credit spreads resulting from market
disruption and dislocation caused by the initial impacts of COVID-19. The decrease in earnings from unconsolidated entities
reflects the nonrecurrence of realized and unrealized gains totaling $27.9 million resulting from the sale in April 2020 of a
portion of our unconsolidated equity interest in a servicing and advisory business.
Corporate and Other Items
Corporate Costs and Expenses
For the year ended December 31, 2021, corporate expenses increased $50.5 million to $304.5 million, compared to
$254.0 million for the year ended December 31, 2020. This increase was primarily due to increases of (i) $42.2 million in
management fees, primarily reflecting incentive fees related to the Woodstar Fund transaction, (ii) $6.1 million in interest
expense on higher average outstanding term loan and unsecured senior note balances and (iii) $2.2 million in general and
administrative expenses.
Corporate Other Income (Loss)
For the year ended December 31, 2021, corporate other income decreased $44.1 million to a loss of $11.0 million,
compared to income of $33.1 million for the year ended December 31, 2020. This decrease was primarily due to a $44.1
million unfavorable change in gain (loss) on interest rate swaps which hedge a portion of our unsecured senior notes used to
repay variable-rate secured financing.
Securitization VIE Eliminations
Securitization VIE eliminations primarily reclassify interest income and servicing fee revenues to other income (loss)
for the CMBS and RMBS VIEs that we consolidate as primary beneficiary. Such eliminations have no overall effect on net
income (loss) attributable to Starwood Property Trust. The reclassified revenues, along with applicable changes in fair value of
investment securities and servicing rights, comprise the other income (loss) caption “Change in net assets related to
consolidated VIEs,” which represents our beneficial interest in those consolidated VIEs. The magnitude of the securitization
VIE eliminations is merely a function of the number of CMBS and RMBS trusts consolidated in any given period, and as such,
is not a meaningful indicator of operating results. The eliminations primarily relate to CMBS trusts for which the Investing and
Servicing Segment is deemed the primary beneficiary and, to a much lesser extent, some CMBS and RMBS trusts for which the
Commercial and Residential Lending Segment is deemed the primary beneficiary.
69
Income Tax Provision
Our consolidated income taxes principally relate to the taxable nature of our loan servicing and loan securitization
businesses which are housed in taxable REIT subsidiaries (“TRSs”). For the year ended December 31, 2021, our income tax
provision decreased $11.5 million to $8.7 million, compared to $20.2 million for the year ended December 31, 2020 due to a
decrease in overall taxable income of our TRSs during the year ended December 31, 2021.
Net Income Attributable to Non-controlling Interests
For the year ended December 31, 2021, net income attributable to non-controlling interests increased $10.3 million to
$44.7 million, compared to $34.4 million for the year ended December 31, 2020. The increase was primarily due to non-
controlling interests in increased earnings of a consolidated CMBS joint venture in which we hold a 51% interest.
Year Ended December 31, 2020 Compared to the Year Ended December 31, 2019
Commercial and Residential Lending Segment
Revenues
For the year ended December 31, 2020, revenues of our Commercial and Residential Lending Segment increased
$56.6 million to $749.6 million, compared to $693.0 million for the year ended December 31, 2019. This increase was
primarily due to an increase in interest income from loans of $55.2 million and rental income from foreclosed properties of $4.7
million, partially offset by a decrease in interest income from investment securities of $2.8 million. The increase in interest
income from loans was principally due to (i) higher prepayment related income and (ii) higher average balances of both
commercial and residential loans, partially offset by (iii) lower average LIBOR rates (partially mitigated by the LIBOR floors
on most of our commercial loans). The decrease in interest income from investment securities was primarily due to lower
average balances, lower average LIBOR rates and lower prepayment related income for our single-borrower CMBS, partially
offset by higher average RMBS investment balances.
Costs and Expenses
For the year ended December 31, 2020, costs and expenses of our Commercial and Residential Lending Segment
increased $12.7 million to $273.8 million, compared to $261.1 million for the year ended December 31, 2019. This increase
was primarily due to a $44.6 million increase in credit loss provision and a $12.5 million increase in general and administrative
expenses primarily related to compensation and residential loan procurement, partially offset by a $45.9 million decrease in
interest expense associated with the various secured financing facilities used to fund a portion of this segment’s investment
portfolio. The increase in the credit loss provision was due to the recognition of CECL during the year ended December 31,
2020 in accordance with the new credit loss accounting standard effective January 1, 2020 (see Notes 2 and 5 to the
Consolidated Financial Statements). The CECL provision during the year ended December 31, 2020 was magnified by the
significant deterioration in macroeconomic forecasts between the January 1, 2020 CECL effective date and year end due to the
economic disruption caused by the COVID-19 pandemic. The decrease in interest expense was primarily due to lower average
LIBOR rates partially offset by higher average borrowings outstanding.
Net Interest Income (amounts in thousands)
For the Year Ended December 31,
Interest income from loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest income from investment securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
$
2020
665,503
78,490
(176,230)
567,763
$
$
2019
610,316
81,255
(222,118)
469,453
Change
$ 55,187
(2,765)
45,888
$ 98,310
For the year ended December 31, 2020, net interest income of our Commercial and Residential Lending Segment
increased $98.3 million to $567.8 million, compared to $469.5 million for the year ended December 31, 2019. This increase
reflects the net increase in interest income and the decrease in interest expense, both as discussed in the sections above.
70
During the years ended December 31, 2020 and 2019, the weighted average unlevered yields on the Commercial and
Residential Lending Segment’s loans and investment securities, excluding retained RMBS, were as follows:
Commercial . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Residential . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Overall . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6.6 %
5.7 %
6.6 %
7.3 %
5.8 %
7.2 %
For the Year Ended December 31,
2020
2019
The overall weighted average unlevered yield was lower as decreases in LIBOR more than offset higher levels of
prepayment related income.
During the years ended December 31, 2020 and 2019, the Commercial and Residential Lending Segment’s weighted
average secured borrowing rates, inclusive of interest rate hedging costs and the amortization of deferred financing fees, was
2.8% and 4.3%, respectively. The decrease in borrowing rates primarily reflects decreases in LIBOR.
Other Income
For the year ended December 31, 2020, other income of our Commercial and Residential Lending Segment increased
$32.3 million to $53.1 million, compared to $20.8 million for the year ended December 31, 2019. This increase was primarily
due to (i) a $66.4 million greater increase in fair value of residential loans and (ii) a $24.9 million decrease in foreign currency
loss, partially offset by (iii) a $38.3 million increased loss on derivatives, (iv) a $14.0 million greater decrease in fair value of
investment securities and (v) a $5.6 million unfavorable change in gains (losses) on sales of loans and securities. The greater
increase in fair value of residential loans primarily reflects the simultaneous purchase and securitization of $478.9 million of
loans in the third quarter of 2020, pursuant to a trade confirmation that we entered into in the second quarter of 2020. The
increased loss on derivatives reflects a $26.4 million increased loss on foreign currency hedges and an $11.9 million increased
loss on interest rate swaps. The foreign currency hedges are used to fix the U.S. dollar amounts of cash flows (both interest and
principal payments) we expect to receive from our foreign currency denominated loans and investments. The increased foreign
currency gain and increased loss on foreign currency hedges reflect a weakening of the U.S. dollar against the GBP, AUD and
EUR, during the year ended December 31, 2020 versus a lesser overall weakening of the U.S. dollar during the year ended
December 31, 2019. The interest rate swaps are used primarily to fix our interest rate payments on certain variable rate
borrowings which fund fixed rate investments and to hedge our interest rate risk on residential loans held-for-sale. The greater
decrease in fair value of investment securities reflects the widening of credit spreads resulting from market disruption and
dislocation caused by the impacts of COVID-19 during 2020.
Infrastructure Lending Segment
Revenues
For the year ended December 31, 2020, revenues of our Infrastructure Lending Segment decreased $25.6 million to
$81.0 million, compared to $106.6 million for the year ended December 31, 2019. This decrease was primarily due to decreases
in interest income from loans of $21.7 million and investment securities of $3.7 million. The decrease in interest income from
loans was primarily due to a decrease in average LIBOR rates and lower average loan balances outstanding as a result of sales
and repayments, partially offset by an increase in average spreads on our infrastructure loans. The decrease in interest income
from investment securities was primarily due to lower prepayment related income and average investment balances outstanding.
Costs and Expenses
For the year ended December 31, 2020, costs and expenses of our Infrastructure Lending Segment decreased $31.8
million to $54.0 million, compared to $85.8 million for the year ended December 31, 2019. This decrease was primarily due to
a $21.9 million decrease in interest expense associated with the various secured financing facilities used to fund a portion of this
segment’s investment portfolio and an $8.6 million decrease in credit loss provision. The decrease in interest expense was
primarily due to lower average LIBOR rates and lower average borrowings as a result of loan sales and repayments. The
decrease in the credit loss provision reflects a $4.1 million reversal in 2020 compared to a $4.5 million provision during 2019.
The reversal in 2020 was primarily due to shorter remaining maturities and lower outstanding held-for-investment loan balances
and future funding commitments since the establishment of the initial CECL credit loss allowance effective January 1, 2020.
71
Net Interest Income (amounts in thousands)
Interest income from loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Interest income from investment securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
2020
2019
Change
77,851 $
2,637
(40,913)
39,575 $
99,580 $
6,318
(62,836)
43,062 $
(21,729)
(3,681)
21,923
(3,487)
For the Year Ended December 31,
For the year ended December 31, 2020, net interest income of our Infrastructure Lending Segment decreased $3.5
million to $39.6 million, compared to $43.1 million for the year ended December 31, 2019. The decrease reflects the decreases
in interest income, partially offset by the decrease in interest expense, both as discussed in the sections above.
During the years ended December 31, 2020 and 2019, the weighted average unlevered yields on the Infrastructure
Lending Segment’s investments were as follows:
Loans and investment securities held-for-investment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Loans held-for-sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5.2 %
3.5 %
6.4 %
5.1 %
During the years ended December 31, 2020 and 2019, the Infrastructure Lending Segment’s weighted average secured
borrowing rate, inclusive of the amortization of deferred financing fees, was 3.4% and 4.7%, respectively.
For the Year Ended December 31,
2020
2019
Other Loss
For the year ended December 31, 2020, other loss of our Infrastructure Lending Segment decreased $8.8 million to
$2.7 million, compared to $11.5 million for the year ended December 31, 2019. The decrease in other loss primarily reflects a
decreased loss on extinguishment of debt resulting from the write-off of deferred financing fees relating to partial debt
prepayments from proceeds of loan repayments and sales.
Property Segment
Change in Results by Portfolio (amounts in thousands)
Revenues
Costs and
expenses
Gain (loss) on
derivative financial
instruments
Other income (loss)
Income (loss)
before income
taxes
$ Change from prior year
Master Lease Portfolio . . . . . . . . . . . . $
Medical Office Portfolio . . . . . . . . . .
Woodstar I Portfolio . . . . . . . . . . . . . .
Woodstar II Portfolio . . . . . . . . . . . . .
Ireland Portfolio . . . . . . . . . . . . . . . . .
Investments in unconsolidated entities
Other/Corporate . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . $
10 $
(29)
1,562
1,437
(34,738)
—
—
(31,758) $
127 $
(8,015)
7,332
923
(28,563)
(72)
(786)
(29,054) $
— $
(18,207)
(295)
—
(14,606)
—
—
(33,108) $
100 $
4,745
(1,703)
—
(120,449)
114,362
4
(2,941) $
(17)
(5,476)
(7,768)
514
(141,230)
114,434
790
(38,753)
See Notes 7 and 8 to the Consolidated Financial Statements for a description of the above-referenced Property
Segment portfolios. As discussed in Note 3, the Ireland Portfolio, which was comprised of 11 office properties and one
multifamily property all located in Dublin, Ireland, was sold in December 2019.
Revenues
For the year ended December 31, 2020, revenues of our Property Segment decreased $31.8 million to $255.7 million,
compared to $287.5 million for the year ended December 31, 2019. The decrease in revenues was primarily due to the sale of
the Ireland Portfolio in December 2019, partially offset by increased rental income in the Woodstar Portfolios due to rental rate
increases effective May 2019.
72
Costs and Expenses
For the year ended December 31, 2020, costs and expenses of our Property Segment decreased $29.0 million to $243.9
million, compared to $272.9 million for the year ended December 31, 2019. The decrease in costs and expenses primarily
reflects the sale of the Ireland Portfolio in December 2019.
Other Loss
For the year ended December 31, 2020, other loss of our Property Segment increased $36.1 million to $36.8 million,
compared to $0.7 million for the year ended December 31, 2019. The increase in other loss was primarily due to a $33.1 million
increased loss on derivatives reflecting (i) an $18.5 million increased loss on interest rate swaps which primarily hedge the
variable interest rate risk on borrowings secured by our Medical Office Portfolio and (ii) the non-recurrence of a $14.6 million
gain in 2019 on foreign exchange contracts which economically hedged our Euro currency exposure to the Ireland Portfolio.
Other non-recurring items included a $119.7 million gain in 2019 on the sale of the Ireland Portfolio, substantially offset by a
$114.4 million loss in 2019 from our equity investee that owned four regional shopping malls (the “Retail Fund”). Our
investment in the Retail Fund was written off as of December 31, 2019 due to continued declines in the estimated fair values of
its properties.
Investing and Servicing Segment
Revenues
For the year ended December 31, 2020, revenues of our Investing and Servicing Segment decreased $70.9 million to
$183.0 million, compared to $253.9 million for the year ended December 31, 2019. The decrease in revenues was primarily due
to decreases of (i) $29.4 million in interest income from CMBS and conduit loans, which reflects a $16.1 million decrease in
interest recoveries on CMBS and lower average balances of conduit loans held-for-sale, (ii) $28.2 million in servicing fees and
(iii) $13.2 million in rental income from our REIS Equity Portfolio primarily due to fewer properties held.
Costs and Expenses
For the year ended December 31, 2020, costs and expenses of our Investing and Servicing Segment decreased $26.4
million to $138.7 million, compared to $165.1 million for the year ended December 31, 2019. The decrease in costs and
expenses was primarily due to decreases of (i) $11.0 million in costs of rental operations, depreciation and amortization due to
fewer properties held, (ii) $9.3 million in interest expense on borrowings related to properties held and conduit loans and (iii)
$7.1 million in general and administrative expenses reflecting lower compensation costs.
Other Income
For the year ended December 31, 2020, other income of our Investing and Servicing Segment decreased $171.2
million to $34.2 million, compared to $205.4 million for the year ended December 31, 2019. The decrease in other income was
primarily due to (i) a $140.6 million unfavorable change in fair value of CMBS investments primarily due to widening credit
spreads resulting from market disruption and dislocation caused by the impacts of COVID-19 in 2020, (ii) a $52.7 million
decreased gain on sales of operating properties, (iii) a $13.9 million increased loss on derivatives which primarily hedge our
interest rate risk on conduit loans and (iv) a $4.9 million lesser increase in fair value of conduit loans, all partially offset by (v)
realized and unrealized gains totaling $27.9 million resulting from the sale in April 2020 of a portion of our unconsolidated
equity interest in a servicing and advisory business and (vi) a $12.9 million favorable change in fair value of servicing rights.
Corporate and Other Items
Corporate Costs and Expenses
For the year ended December 31, 2020, corporate expenses increased $8.9 million to $254.0 million, compared to
$245.1 million for the year ended December 31, 2019. The increase was primarily due to an $8.0 million increase in
management fees.
Corporate Other Income
For the year ended December 31, 2020, corporate other income increased $8.6 million to $33.1 million, compared to
$24.5 million for the year ended December 31, 2019. The increase in corporate other income was primarily due to a $7.6
73
million increase in gains on interest rate swaps which hedge a portion of our unsecured senior notes used to repay variable-rate
secured financing and a $1.0 million decreased loss on extinguishment of debt.
Securitization VIE Eliminations
Refer to the preceding comparison of the year ended December 31, 2021 to the year ended December 31, 2020 for a
discussion of securitization VIE eliminations.
Income Tax Provision
Our consolidated income taxes principally relate to the taxable nature of our loan servicing and loan securitization
businesses which are housed in TRSs. For the year ended December 31, 2020, our income tax provision increased $7.0 million
to $20.2 million, compared to $13.2 million for the year ended December 31, 2019. The increase primarily reflects an overall
increase in the taxable income of our TRSs.
Net Income Attributable to Non-controlling Interests
For the year ended December 31, 2020, net income attributable to non-controlling interests increased $7.1 million to
$34.4 million, compared to $27.3 million for the year ended December 31, 2019. The increase was primarily due to non-
controlling interests in earnings of a consolidated CMBS joint venture in which we hold a 51% interest.
74
Non-GAAP Financial Measures
Distributable Earnings is a non-GAAP financial measure. We calculate Distributable Earnings as GAAP net income
(loss) excluding the following:
(i)
(ii)
non-cash equity compensation expense;
incentive fees due under our management agreement;
(iii)
depreciation and amortization of real estate and associated intangibles;
(iv)
acquisition costs associated with successful acquisitions;
(v)
(vi)
any unrealized gains, losses or other non-cash items recorded in net income (loss) for the period, regardless of
whether such items are included in other comprehensive income or loss, or in net income (loss); and
any deductions for distributions payable with respect to equity securities of subsidiaries issued in exchange
for properties or interests therein.
The CECL reserve has been excluded from Distributable Earnings consistent with other unrealized gains (losses)
pursuant to our existing policy for reporting Distributable Earnings. We expect to only recognize such potential credit losses in
Distributable Earnings if and when such amounts are deemed nonrecoverable upon a realization event. This is generally at the
time a loan is repaid, or in the case of foreclosure, when the underlying asset is sold, but non-recoverability may also be
determined if, in our determination, it is nearly certain that all amounts due will not be collected. The realized loss amount
reflected in Distributable Earnings will equal the difference between the cash received, or expected to be received, and the book
value of the asset, and is reflective of our economic experience as it relates to the ultimate realization of the loan.
We believe that Distributable Earnings provides meaningful information to consider in addition to our net income
(loss) and cash flow from operating activities determined in accordance with GAAP. We believe Distributable Earnings is a
useful financial metric for existing and potential future holders of our common stock as historically, over time, Distributable
Earnings has been a strong indicator of our dividends per share. As a REIT, we generally must distribute annually at least 90%
of our net taxable income, subject to certain adjustments, and therefore we believe our dividends are one of the principal
reasons stockholders may invest in our common stock. Further, Distributable Earnings helps us to evaluate our performance
excluding the effects of certain transactions and GAAP adjustments that we believe are not necessarily indicative of our current
loan portfolio and operations, and is a performance metric we consider when declaring our dividends. We also use Distributable
Earnings (previously defined as “Core Earnings”) to compute the incentive fee due under our management agreement.
Distributable Earnings does not represent net income (loss) or cash generated from operating activities and should not
be considered as an alternative to GAAP net income (loss), or an indication of our GAAP cash flows from operations, a
measure of our liquidity, taxable income, or an indication of funds available for our cash needs. In addition, our methodology
for calculating Distributable Earnings may differ from the methodologies employed by other companies to calculate the same or
similar supplemental performance measures, and accordingly, our reported Distributable Earnings may not be comparable to the
Distributable Earnings reported by other companies.
The weighted average diluted share count applied to Distributable Earnings for purposes of determining Distributable
Earnings per share (“EPS”) is computed using the GAAP diluted share count, adjusted for the following:
(i)
(ii)
Unvested stock awards – Currently, unvested stock awards are excluded from the denominator of GAAP EPS.
The related compensation expense is also excluded from Distributable Earnings. In order to effectuate
dilution from these awards in the Distributable Earnings computation, we adjust the GAAP diluted share
count to include these shares.
Convertible Notes – Conversion of our Convertible Notes is an event that is contingent upon numerous
factors, none of which are in our control, and is an event that may or may not occur. Consistent with the
treatment of other unrealized adjustments to Distributable Earnings, we adjust the GAAP diluted share count
to exclude the potential shares issuable upon conversion until a conversion occurs.
75
(iii)
Subsidiary equity – The intent of a February 2018 amendment to our management agreement (the
“Amendment”) is to treat subsidiary equity in the same manner as if parent equity had been issued. The Class
A Units issued in connection with the acquisition of assets in our Woodstar II Portfolio are currently excluded
from our GAAP diluted share count, with the subsidiary equity represented as non-controlling interests in
consolidated subsidiaries on our GAAP balance sheet. Consistent with the Amendment, we adjust GAAP
diluted share count to include these subsidiary units.
The following table presents our diluted weighted average shares used in our GAAP EPS calculation reconciled to our
diluted weighted average shares used in our Distributable EPS calculation (amounts in thousands):
Diluted weighted average shares - GAAP EPS . . . . . . . . . . . . . . . . . . . . . . . . .
Add: Unvested stock awards . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Add: Woodstar II Class A Units . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less: Convertible Notes dilution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Diluted weighted average shares - Distributable EPS . . . . . . . . . . . . . . . . . . . .
For the Year Ended December 31,
2021
2020
2019
296,826
4,107
10,154
(9,649)
301,438
282,483
2,801
10,656
—
295,940
289,712
2,271
11,365
(9,805)
293,543
The definition of Distributable Earnings allows management to make adjustments, subject to the approval of a majority
of our independent directors, in situations where such adjustments are considered appropriate in order for Distributable
Earnings to be calculated in a manner consistent with its definition and objective.
We encountered this type of situation during 2021 when we sold a 20.6% interest in the Woodstar Fund to third
parties. As a result of the conversion of the Woodstar Fund into an investment company and our consolidation of the Woodstar
Fund as discussed in Notes 2 and 8 of our Consolidated Financial Statements, we recorded a $1.2 billion cumulative effect
adjustment in stockholders’ equity, computed as the difference between the fair value and previous carrying value of the
Woodstar Fund’s investments. Although this amount was recognized from a GAAP perspective, the adjustment was recorded
directly to stockholders’ equity and was not reflected in GAAP earnings.
In an effort to reflect the cash received for the 20.6% portion of the Woodstar Fund that was sold to third parties, we
modified the definition of Distributable Earnings to allow for the treatment of sales as realized if GAAP would otherwise view
them as realized even when not recorded in GAAP earnings. This modification was further refined to not include the entirety of
the cumulative effect adjustment in Distributable Earnings, but rather to only include the portion for which cash was received.
We believe this is consistent with the definition of Distributable Earnings where changes in fair value are not recognized until
realized and is likewise consistent with the determination of taxable income.
The following table summarizes our quarterly Distributable Earnings per weighted average diluted share for the years
ended December 31, 2021, 2020 and 2019:
2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
0.50 $
0.55
0.28
0.51 $
0.43
0.52
0.52 $
0.50
0.52
1.10
0.50
0.47
Distributable Earnings For the Three-Month Periods Ended
March 31,
June 30,
September 30,
December 31,
Distributable Earnings per weighted average diluted share for the year ended December 31, 2019 does not equal the
sum of the individual quarters due to rounding and other computational factors.
76
The following table presents our summarized results of operations and reconciliation to Distributable Earnings for the
year ended December 31, 2021, by business segment (amounts in thousands, except per share data):
Commercial
and
Residential
Lending
Segment
Infrastructure
Lending
Segment
$
779,321
(249,677)
58,595
588,239
(1,201)
87,540
(64,775)
1,178
23,943
306
$
Property
Segment
235,038
(226,583)
11,299
19,754
—
Investing
and Servicing
Segment
Corporate
$
$
210,185
(144,055)
118,961
185,091
(7,775)
—
(304,468)
(11,023)
(315,491)
1
Total
$ 1,312,084
(989,558)
179,010
501,536
(8,669)
(14)
—
(20,121)
(24,993)
—
(45,128)
Revenues . . . . . . . . . . . . . . . . . . . . . . . . . . $
Costs and expenses . . . . . . . . . . . . . . . . . . .
Other income (loss) . . . . . . . . . . . . . . . . . .
Income (loss) before income taxes . . . . . . .
Income tax (provision) benefit . . . . . . . . . .
Income attributable to non-controlling
interests . . . . . . . . . . . . . . . . . . . . . . . . . .
Net income (loss) attributable to
Starwood Property Trust, Inc. . . . . . .
587,024
24,249
(367)
152,323
(315,490)
447,739
Add / (Deduct):
Non-controlling interests attributable to
Woodstar II Class A Units . . . . . . . . . . .
Non-cash equity compensation expense . .
Management incentive fee . . . . . . . . . . . . .
Acquisition and investment pursuit costs . .
Depreciation and amortization . . . . . . . . . .
Credit loss (reversal) provision, net . . . . . .
Interest income adjustment for securities . .
Extinguishment of debt, net . . . . . . . . . . . .
Income tax (provision) benefit associated
with realized (gains) losses . . . . . . . . . .
Other non-cash items . . . . . . . . . . . . . . . . .
Reversal of GAAP unrealized (gains) /
losses on:
Loans . . . . . . . . . . . . . . . . . . . . . . . . . . .
Securities . . . . . . . . . . . . . . . . . . . . . . . .
Woodstar Fund investments . . . . . . . . .
Derivatives . . . . . . . . . . . . . . . . . . . . . .
Foreign currency . . . . . . . . . . . . . . . . . .
(Earnings) loss from unconsolidated
entities . . . . . . . . . . . . . . . . . . . . . . .
Sales of properties . . . . . . . . . . . . . . . . .
Recognition of Distributable realized
gains / (losses) on:
Loans . . . . . . . . . . . . . . . . . . . . . . . . . . .
Realized credit loss . . . . . . . . . . . . . . . .
Securities . . . . . . . . . . . . . . . . . . . . . . . .
Woodstar Fund investments . . . . . . . . .
Sale of interest in Woodstar Fund . . . . .
Derivatives . . . . . . . . . . . . . . . . . . . . . .
Foreign currency . . . . . . . . . . . . . . . . . .
Earnings (loss) from unconsolidated
entities . . . . . . . . . . . . . . . . . . . . . . .
Sales of properties . . . . . . . . . . . . . . . . .
Distributable Earnings (Loss) . . . . . . $
Distributable Earnings (Loss) per
—
7,210
—
(555)
1,003
(3,560)
(1,437)
—
(6,495)
14
(13,836)
8,277
—
(80,740)
36,045
(6,984)
(17,693)
45,621
(14,807)
(38,180)
—
—
9,251
12,471
—
2,217
—
—
363
11,895
—
—
—
—
—
—
—
(1,497)
183
(1,160)
—
—
—
—
—
—
217
(145)
11,356
8,298
542,283
$
1,160
—
37,482
19,373
197
—
(355)
66,101
—
—
—
—
(771)
—
—
(6,425)
(17,269)
—
—
—
—
—
—
7,027
196,410
(138)
—
—
$
263,783
$
—
4,129
—
(166)
15,078
—
17,301
—
405
(1,435)
(55,214)
(28,221)
—
(10,966)
64
(815)
(22,210)
57,723
—
2,045
—
—
5,563
(64)
—
25,534
70,270
—
—
—
—
(986)
—
415
—
—
—
20,346
—
—
—
—
—
—
—
—
—
—
19,373
39,287
70,270
(1,076)
82,545
8,335
15,864
(986)
(6,090)
(1,777)
(69,050)
(19,944)
(6,425)
(90,126)
36,292
(8,959)
(39,903)
103,344
(14,807)
(36,135)
7,027
196,410
14,893
12,262
2,456
12,483
150,479
—
—
(199,911) $
14,972
20,781
794,116
$
Weighted Average Diluted Share . $
1.80
$
0.12
$
0.87
$
0.50
$
(0.66) $
2.63
77
The following table presents our summarized results of operations and reconciliation to Distributable Earnings for the
year ended December 31, 2020, by business segment (amounts in thousands, except per share data):
Commercial
and
Residential
Lending
Segment
Infrastructure
Lending
Segment
Investing
and Servicing
Segment
Revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Costs and expenses . . . . . . . . . . . . . . . . . . . .
Other (loss) income . . . . . . . . . . . . . . . . . . . .
Income (loss) before income taxes . . . . . . . .
Income tax (provision) benefit . . . . . . . . . . .
Income attributable to non-controlling
interests . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net income (loss) attributable to
$
749,660
(273,861)
53,126
528,925
(21,091)
80,987
(54,008)
(2,712)
24,267
(117)
Property
Segment
$ 255,745
(243,857)
(36,757)
(24,869)
—
$
183,027
(138,677)
34,224
78,574
1,011
Corporate
—
$
(253,997)
33,158
(220,839)
—
Total
$ 1,269,419
(964,400)
81,039
386,058
(20,197)
(14)
—
(20,394)
(13,764)
—
(34,172)
Starwood Property Trust, Inc. . . . . . . . .
507,820
24,150
(45,263)
65,821
(220,839)
331,689
Add / (Deduct):
Non-controlling interests attributable to
Woodstar II Class A Units . . . . . . . . . . . .
Non-cash equity compensation expense . . . .
Management incentive fee . . . . . . . . . . . . . .
Acquisition and investment pursuit costs . . .
Depreciation and amortization . . . . . . . . . . .
Credit loss provision, net . . . . . . . . . . . . . . .
Interest income adjustment for securities . . .
Extinguishment of debt, net . . . . . . . . . . . . .
Income tax provision (benefit) associated
with fair value adjustments . . . . . . . . . . . .
Other non-cash items . . . . . . . . . . . . . . . . . .
Reversal of GAAP unrealized (gains) /
losses on:
Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Securities . . . . . . . . . . . . . . . . . . . . . . . . .
Derivatives . . . . . . . . . . . . . . . . . . . . . . . .
Foreign currency . . . . . . . . . . . . . . . . . . .
(Earnings) loss from unconsolidated
entities . . . . . . . . . . . . . . . . . . . . . . . . . .
Recognition of Distributable realized gains /
(losses) on:
Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Securities . . . . . . . . . . . . . . . . . . . . . . . . .
Derivatives . . . . . . . . . . . . . . . . . . . . . . . .
Foreign currency . . . . . . . . . . . . . . . . . . .
Earnings (loss) from unconsolidated
—
4,454
—
123
1,467
46,215
(864)
—
6,495
14
(76,897)
15,108
56,862
(42,205)
—
1,120
—
—
294
(4,103)
—
—
—
—
—
—
1,365
(207)
20,394
219
—
(355)
76,544
—
—
—
—
(2,063)
—
—
30,113
14
—
4,594
—
(72)
14,501
—
15,101
—
(405)
942
—
20,854
30,773
—
—
—
—
(986)
—
631
20,394
31,241
30,773
(304)
92,806
42,112
14,237
(986)
6,090
(476)
(56,227)
51,403
19,768
3
—
—
(19,564)
—
(133,124)
66,511
88,544
(42,395)
(8,779)
767
—
(30,845)
—
(38,857)
48,203
398
(7,711)
(4,810)
(62)
—
118
(133)
—
—
(473)
(14)
55,287
(18,100)
(13,418)
(3)
—
—
—
—
103,428
(17,702)
(21,484)
(4,960)
entities . . . . . . . . . . . . . . . . . . . . . . . . . .
Sales of properties . . . . . . . . . . . . . . . . . .
Distributable Earnings (Loss) . . . . . . . . $
Distributable Earnings (Loss) per
Weighted Average Diluted Share . . $
5,686
—
551,579
$
(382)
—
22,927
$
—
—
79,116
$
18,247
(5,789)
120,808
—
—
23,551
(5,789)
$ (189,131) $ 585,299
1.86
$
0.08
$
0.27
$
0.41
$
(0.64) $
1.98
78
The following table presents our summarized results of operations and reconciliation to Distributable Earnings for the
year ended December 31, 2019, by business segment (amounts in thousands):
Revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Costs and expenses . . . . . . . . . . . . . . . . . . . .
Other (loss) income . . . . . . . . . . . . . . . . . . .
Income (loss) before income taxes . . . . . . . .
Income tax (provision) benefit . . . . . . . . . . .
Income attributable to non-controlling
interests . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net income (loss) attributable to
Commercial
and
Residential
Lending
Segment
Infrastructure
Lending
Segment
$
693,032
(261,150)
20,806
452,688
(4,818)
106,649
(85,764)
(11,510)
9,375
89
Property
Segment
$ 287,503
(272,911)
(708)
13,884
(393)
Investing
and Servicing
Segment
$
253,931
(165,094)
205,420
294,257
(8,110)
Corporate
$
26
(245,049)
24,523
(220,500)
—
Total
$ 1,341,141
(1,029,968)
238,531
549,704
(13,232)
(392)
—
(21,630)
(4,786)
—
(26,808)
Starwood Property Trust, Inc. . . . . . . .
447,478
9,464
(8,139)
281,361
(220,500)
509,664
Add / (Deduct):
Non-controlling interests attributable to
Woodstar II Class A Units . . . . . . . . . . . .
Non-cash equity compensation expense . . .
Management incentive fee . . . . . . . . . . . . . .
Acquisition and investment pursuit costs . . .
Depreciation and amortization . . . . . . . . . . .
Credit loss provision, net . . . . . . . . . . . . . . .
Interest income adjustment for securities . . .
Extinguishment of debt, net . . . . . . . . . . . . .
Other non-cash items . . . . . . . . . . . . . . . . . .
Reversal of GAAP unrealized (gains) /
losses on:
Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Securities . . . . . . . . . . . . . . . . . . . . . . . . .
Derivatives . . . . . . . . . . . . . . . . . . . . . . .
Foreign currency . . . . . . . . . . . . . . . . . . .
(Earnings) loss from unconsolidated
entities . . . . . . . . . . . . . . . . . . . . . . . . .
Recognition of Distributable realized gains /
(losses) on:
Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Securities . . . . . . . . . . . . . . . . . . . . . . . . .
Derivatives . . . . . . . . . . . . . . . . . . . . . . .
Foreign currency . . . . . . . . . . . . . . . . . . .
Earnings (loss) from unconsolidated
entities . . . . . . . . . . . . . . . . . . . . . . . . .
Sales of properties . . . . . . . . . . . . . . . . . .
Distributable Earnings (Loss) . . . . . . . $
Distributable Earnings (Loss) per
—
3,918
—
(882)
1,091
2,616
(617)
—
—
(10,462)
1,084
20,680
(17,342)
(10,649)
9,028
970
(5,500)
622
—
2,683
—
2
83
4,510
—
—
—
—
—
3,353
(205)
21,630
312
—
(355)
93,864
—
—
—
(1,798)
—
—
6,268
(37)
—
6,582
—
(780)
18,156
—
15,933
—
(1,067)
—
22,697
20,165
(356)
—
—
—
(1,950)
623
(61,139)
(89,206)
7,536
2
—
—
(26,396)
—
21,630
36,192
20,165
(2,371)
113,194
7,126
15,316
(1,950)
(2,242)
(71,601)
(88,122)
11,441
(17,582)
—
114,362
(4,166)
—
99,547
(984)
—
(1,186)
(1,081)
—
—
17,238
37
63,908
14,608
(10,153)
7
—
—
—
—
71,952
15,578
399
(415)
8,851
—
450,886
$
—
—
16,639
(139,462)
(74,878)
29,042
$
$
15,812
(19,359)
238,035
—
—
(114,799)
(94,237)
$ (205,717) $ 528,885
Weighted Average Diluted Share . . $
1.54
$
0.05
$
0.10
$
0.81
$
(0.70) $
1.80
79
Year Ended December 31, 2021 Compared to the Year Ended December 31, 2020
Commercial and Residential Lending Segment
The Commercial and Residential Lending Segment’s Distributable Earnings decreased by $9.3 million, from $551.6
million during the year ended December 31, 2020 to $542.3 million during the year ended December 31, 2021. After making
adjustments for the calculation of Distributable Earnings, revenues were $777.9 million, costs and expenses were $260.4
million, other income was $32.5 million and income tax provision was $7.7 million.
Revenues, consisting principally of interest income on loans, increased by $29.1 million during the year ended
December 31, 2021, primarily due to increases in interest income from loans of $40.0 million, partially offset by a decrease in
interest income from investment securities of $11.5 million. The increase in interest income from loans reflects a $37.2 million
increase from commercial loans reflecting higher average balances partially offset by lower prepayment related income, loans
placed on nonaccrual and lower average LIBOR rates (partly mitigated by the LIBOR floors on most of our commercial loans)
and a $2.8 million increase from residential loans principally due to higher average balances reflecting the timing of purchases
and securitizations. The decrease in interest income from investment securities was primarily due to lower commercial and
residential average investment balances, reflecting net repayments and liquidations, and lower average LIBOR rates affecting
certain commercial investments.
Costs and expenses increased by $38.8 million during the year ended December 31, 2021, primarily due to (i) a $30.1
million increase in interest expense associated with the various secured financing facilities used to fund a portion of this
segment’s investment portfolio and (ii) a $13.8 million increase in commercial loan write-offs, partially offset by a $2.7 million
decrease in general and administrative expenses. The increase in interest expense was primarily due to higher average
borrowings outstanding, partially offset by lower average LIBOR rates.
Other income decreased by $6.5 million during the year ended December 31, 2021, primarily due to (i) a $26.6 million
increase in recognized losses on RMBS investments primarily due to higher than projected prepayment rates on the underlying
residential loans, (ii) a $12.0 million decrease in gains on sales of RMBS and (iii) $4.6 million of transfer taxes relating to the
foreclosure of a residential conversion project, all partially offset by (iv) a $28.5 million favorable change in realized gains
(losses) on derivatives and foreign currency transactions and (v) an $8.3 million gain on sale of a foreclosed property.
Income taxes, which principally relate to the taxable nature of this segment’s residential loan securitization activities
which are housed in TRSs, decreased $6.9 million primarily due to lower taxable income of those TRSs during the year ended
December 31, 2021 compared to the year ended December 31, 2020. During 2020, we recorded a GAAP net tax provision
related to unrealized fair value increases in our residential loans. Because the net fair value increases were unrealized in 2020,
they along with their corresponding income tax provision were previously adjusted in our reconciliation to Distributable
Earnings. Upon recognition of the realized gains in the first quarter of 2021 for Distributable Earnings purposes, the
corresponding income tax provision was likewise recognized.
Infrastructure Lending Segment
The Infrastructure Lending Segment’s Distributable Earnings increased by $14.6 million, from $22.9 million during
the year ended December 31, 2020 to $37.5 million during the year ended December 31, 2021. After making adjustments for
the calculation of Distributable Earnings, revenues were $87.5 million, costs and expenses were $50.3 million and other loss
was $0.1 million.
Revenues, consisting principally of interest income on loans, increased by $6.5 million during the year ended
December 31, 2021, primarily due to an increase in interest income from loans of $7.2 million principally due to higher average
balances outstanding, partially offset by lower average LIBOR rates.
Costs and expenses decreased by $6.4 million during the year ended December 31, 2021, primarily due to (i) a $3.2
million decrease in interest expense on the secured debt facilities used to finance this segment’s investment portfolio principally
due to lower average LIBOR rates and (ii) a $2.2 million decrease in general and administrative expenses reflecting lower
compensation costs and professional fees.
Other loss decreased by $1.1 million during the year ended December 31, 2021, primarily due to an increase in
earnings from an unconsolidated entity.
80
Property Segment
Distributable Earnings by Portfolio (amounts in thousands)
For the Year Ended
December 31,
2021
2020
Change
Master Lease Portfolio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Medical Office Portfolio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Woodstar I Portfolio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Woodstar II Portfolio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Woodstar Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sale of interest in Woodstar Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other/Corporate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Distributable Earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
17,217 $
20,299
13,807
16,901
6,279
191,301
(2,021)
263,783 $
17,110 $
19,864
22,036
24,206
—
—
(4,100)
79,116 $
107
435
(8,229)
(7,305)
6,279
191,301
2,079
184,667
The Property Segment’s Distributable Earnings increased by $184.7 million, from $79.1 million during the year ended
December 31, 2020 to $263.8 million during the year ended December 31, 2021. After making adjustments for the calculation
of Distributable Earnings, revenues were $234.4 million, costs and expenses were $160.9 million, other income was $191.2
million and income attributable to non-controlling interests in the Woodstar Fund was $0.9 million.
Revenues decreased by $19.7 million during the year ended December 31, 2021, primarily reflecting less than a full
year of revenues attributable to the Woodstar Portfolios in 2021 due to their November 5, 2021 conversion to the Woodstar
Fund.
Costs and expenses decreased by $7.5 million during the year ended December 31, 2021, primarily reflecting less than
a full year of costs and expenses attributable to the Woodstar Portfolios in 2021 due to their November 5, 2021 conversion to
the Woodstar Fund.
Other income increased by $197.8 million during the year ended December 31, 2021 primarily due to (i) a $196.4
million Distributable Earnings gain relating to the 20.6% sale of third party investor interests in the Woodstar Fund (excluding
$5.1 million of related professional fees included in costs and expenses for both GAAP and Distributable Earnings); and (ii)
$7.2 million of Distributable Earnings (before non-controlling interests of $0.9 million) from the Woodstar Fund subsequent to
the sale.
Investing and Servicing Segment
The Investing and Servicing Segment’s Distributable Earnings increased by $29.7 million from $120.8 million during
the year ended December 31, 2020 to $150.5 million during the year ended December 31, 2021. After making adjustments for
the calculation of Distributable Earnings, revenues were $228.7 million, costs and expenses were $125.4 million, other income
was $71.8 million, income tax provision was $7.4 million and the deduction of income attributable to non-controlling interests
was $17.2 million.
Revenues increased by $29.3 million during the year ended December 31, 2021, primarily due to (i) a $17.1 million
increase in servicing fees reflecting an increased volume of COVID-19-related loan resolutions, (ii) a $6.3 million increase in
interest income from CMBS investments and conduit loans and (iii) a $5.3 million increase in other fee income related to the
origination of certain loans contributed into CMBS transactions. The treatment of CMBS interest income on a GAAP basis is
complicated by our application of the ASC 810 consolidation rules. In an attempt to treat these securities similar to the trust’s
other investment securities, we compute interest income pursuant to an effective yield methodology. In doing so, we segregate
the portfolio into various categories based on the components of the bonds’ cash flows and the volatility related to each of these
components. We then accrete interest income on an effective yield basis using the components of cash flows that are reliably
estimable. Other minor adjustments are made to reflect management’s expectations for other components of the projected cash
flow stream.
Costs and expenses increased by $5.4 million during the year ended December 31, 2021, primarily due to an increase
of $8.3 million in general and administrative expenses reflecting increased incentive compensation principally due to higher
securitization volume, partially offset by a $1.8 million decrease in interest expense on borrowings related to conduit loans and
properties held.
81
Other income includes profit realized upon securitization of loans by our conduit business, gains on sales of CMBS
and operating properties, gains and losses on derivatives that were either effectively terminated or novated, and earnings from
unconsolidated entities. These items are typically offset by a decrease in the fair value of our domestic servicing rights
intangible which reflects the expected amortization of this deteriorating asset, net of increases in fair value due to the attainment
of new servicing contracts. Derivatives include instruments which hedge interest rate risk and credit risk on our conduit loans.
For GAAP purposes, the loans, CMBS and derivatives are accounted for at fair value, with all changes in fair value (realized or
unrealized) recognized in earnings. The adjustments to Distributable Earnings outlined above are also applied to the GAAP
earnings of our unconsolidated entities. Other income increased by $13.1 million during the year ended December 31, 2021,
primarily due to (i) a $17.8 million favorable change in realized gains (losses) on derivatives and (ii) a $15.8 million decrease in
recognized losses on CMBS, partially offset by (iii) a $15.8 million decrease in distributable earnings from unconsolidated
entities, mostly representing nonrecurring gains in 2020 and (iv) a $7.1 million lesser increase in fair value of servicing rights.
Income taxes, which principally relate to the taxable nature of this segment’s loan servicing and loan securitization
businesses which are housed in TRSs, increased $8.0 million from a benefit of $0.6 million to a provision of $7.4 million due to
taxable income of those TRSs during the year ended December 31, 2021 compared to losses during the year ended December
31, 2020.
Income attributable to non-controlling interests decreased $0.7 million primarily relating to certain properties in which
we have minority interest partners.
Corporate
Corporate loss increased by $10.8 million, from $189.1 million during the year ended December 31, 2020 to $199.9
million during the year ended December 31, 2021, primarily due to (i) a $6.3 million increase in interest expense on higher
average outstanding term loan and unsecured senior note balances and (ii) a $4.3 million decrease in realized gains on interest
rate swaps which hedge a portion of our unsecured senior notes used to repay variable-rate secured financing.
Year Ended December 31, 2020 Compared to the Year Ended December 31, 2019
Commercial and Residential Lending Segment
The Commercial and Residential Lending Segment’s Distributable Earnings increased by $100.7 million, from $450.9
million during the year ended December 31, 2019 to $551.6 million during the year ended December 31, 2020. After making
adjustments for the calculation of Distributable Earnings, revenues were $748.8 million, costs and expenses were $221.6
million, other income was $39.0 million and income tax provision was $14.6 million.
Revenues, consisting principally of interest income on loans, increased by $56.4 million during the year ended
December 31, 2020, primarily due to an increase in interest income from loans of $55.2 million and rental income from
foreclosed properties of $4.7 million, partially offset by a decrease in interest income from investment securities of $3.0
million. The increase in interest income from loans was principally due to (i) higher prepayment related income and (ii) higher
average balances of both commercial and residential loans, partially offset by (iii) lower average LIBOR rates (partially
mitigated by the LIBOR floors on most of our commercial loans). The decrease in interest income from investment securities
was primarily due to lower average balances, lower average LIBOR rates and lower prepayment related income for our single-
borrower CMBS, partially offset by higher average RMBS investment balances.
Costs and expenses decreased by $32.8 million during the year ended December 31, 2020, primarily due to a $45.9
million decrease in interest expense associated with the various secured financing facilities used to fund a portion of this
segment’s investment portfolio primarily due to lower average LIBOR rates partially offset by higher average borrowings
outstanding. Such decrease was partially offset by higher general and administrative and other expenses.
Other income increased by $20.9 million, primarily due to a $39.2 million increase in residential loan securitization
gains, partially offset by a $6.1 million unfavorable change in gains (losses) recognized on other loans and investments, a $5.4
million unfavorable change in foreign currency gains (losses), a $4.4 million increase in realized losses on derivatives
principally related to the residential loans securitized and a $3.2 million decrease in earnings from unconsolidated entities.
Income taxes, which principally relate to the taxable nature of this segment’s residential loan securitization activities
which are housed in TRSs, increased $9.8 million due to an increase in taxable income of those TRSs during the year ended
December 31, 2020.
82
Infrastructure Lending Segment
The Infrastructure Lending Segment’s Distributable Earnings increased by $6.3 million, from $16.6 million during the
year ended December 31, 2019 to $22.9 million during the year ended December 31, 2020. After making adjustments for the
calculation of Distributable Earnings, revenues were $81.0 million, costs and expenses were $56.7 million and other loss was
$1.2 million.
Revenues, consisting principally of interest income on loans, decreased by $25.6 million during the year ended
December 31, 2020, primarily due to decreases in interest income from loans of $21.7 million and investment securities of $3.7
million. The decrease in interest income from loans was primarily due to a decrease in average LIBOR rates and lower average
loan balances outstanding as a result of sales and repayments, partially offset by an increase in average spreads on our
infrastructure loans. The decrease in interest income from investment securities was primarily due to lower prepayment related
income and average investment balances outstanding.
Costs and expenses decreased by $21.8 million during the year ended December 31, 2020, primarily due to a decrease
in interest expense on the secured debt facilities used to finance this segment’s investment portfolio principally due to lower
average LIBOR rates and lower average borrowings as a result of loan sales and repayments.
Other loss decreased by $10.4 million, primarily due to a decreased loss on extinguishment of debt resulting from the
write-off of deferred financing fees relating to partial debt prepayments from proceeds of loan repayments and sales.
Property Segment
Distributable Earnings by Portfolio (amounts in thousands)
Master Lease Portfolio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Medical Office Portfolio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Woodstar I Portfolio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Woodstar II Portfolio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ireland Portfolio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investments in unconsolidated entities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other/Corporate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Distributable Earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
For the Year Ended
December 31,
2020
2019
Change
17,110 $
19,864
22,036
24,206
—
—
(4,100)
79,116 $
16,866 $
18,965
29,367
23,090
84,321
(139,534)
(4,033)
29,042 $
244
899
(7,331)
1,116
(84,321)
139,534
(67)
50,074
The Property Segment’s Distributable Earnings increased by $50.1 million, from $29.0 million during the year ended
December 31, 2019 to $79.1 million during the year ended December 31, 2020. After making adjustments for the calculation of
Distributable Earnings, revenues were $254.1 million, costs and expenses were $168.4 million and other loss was $6.6 million.
Revenues decreased by $32.6 million during the year ended December 31, 2020, primarily due to the sale of the
Ireland Portfolio in December 2019, partially offset by increased rental income in the Woodstar Portfolios due to rental rate
increases effective May 2019.
Costs and expenses decreased by $12.1 million during the year ended December 31, 2020, primarily due to the sale of
the Ireland Portfolio in December 2019.
Other loss decreased by $70.2 million during the year ended December 31, 2020, primarily due to a $139.5 million
other-than-temporary loss recognized on our investment in the Retail Fund in 2019, partially offset by a $60.1 million gain on
sale of the Ireland Portfolio in 2019, both of which did not recur in 2020.
Investing and Servicing Segment
The Investing and Servicing Segment’s Distributable Earnings decreased by $117.2 million, from $238.0 million
during the year ended December 31, 2019 to $120.8 million during the year ended December 31, 2020. After making
adjustments for the calculation of Distributable Earnings, revenues were $199.4 million, costs and expenses were $120.0
million, other income was $58.7 million, income tax benefit was $0.6 million and the deduction of income attributable to non-
controlling interests was $17.9 million.
83
Revenues decreased by $71.5 million during the year ended December 31, 2020, primarily due to decreases of $30.2
million in interest income from CMBS and conduit loans, $28.2 million in servicing fees and $13.0 million in rental income
from our REIS Equity Portfolio primarily due to fewer properties held. The decrease in interest income primarily reflects a
$16.1 million decrease in interest recoveries on CMBS and lower average balances of conduit loans held-for-sale.
Costs and expenses decreased by $21.3 million during the year ended December 31, 2020, primarily due to decreases
of $9.3 million in interest expense on borrowings related to properties held and conduit loans, $7.6 million in costs of rental
operations due to fewer properties held and $5.0 million in general and administrative expenses reflecting lower compensation
costs
Other income decreased by $62.9 million principally due to (i) a $47.9 million decrease in gains on sales of properties,
(ii) a $20.8 million increase in other-than-temporary CMBS losses and (iii) an $8.6 million decrease in realized gains on
conduit loans, all partially offset by (iv) a $12.9 million increase in fair value of servicing rights.
Income taxes, which principally relate to the taxable nature of this segment’s loan servicing and loan securitization
business which are housed in TRSs, decreased $8.7 million from a provision of $8.1 million to a benefit of $0.6 million due to
an overall tax loss of those TRSs during the year ended December 31, 2020.
Income attributable to non-controlling interests increased $12.8 million primarily relating to income of a consolidated
CMBS joint venture in which we hold a 51% interest.
Corporate
Corporate costs and expenses decreased by $16.6 million, from $205.7 million during the year ended December 31,
2019 to $189.1 million during the year ended December 31, 2020, primarily due to (i) a $14.4 million favorable change in
realized gain (loss) on interest rate swaps which hedge a portion of our unsecured senior notes used to repay variable-rate
secured financing and (ii) a $1.9 million decrease in loss on extinguishment of debt.
Liquidity and Capital Resources
Liquidity is a measure of our ability to meet our cash requirements, including ongoing commitments to repay
borrowings, fund and maintain our assets and operations, make new investments where appropriate, pay dividends to our
stockholders and other general business needs. We closely monitor our liquidity position and believe that we have sufficient
current liquidity and access to additional liquidity to meet our financial obligations for at least the next 12 months.
84
GAAP
(989,975) $
VIE
Adjustments
Excluding Investing
and Servicing VIEs
(501,868) $
(1,491,843)
Sources of Liquidity
Our primary sources of liquidity are as follows:
Cash Flows for the Year Ended December 31, 2021 (amounts in thousands)
Net cash used in operating activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Cash Flows from Investing Activities:
Origination, purchase and funding of loans held-for-investment . . . . . .
Proceeds from principal collections and sale of loans . . . . . . . . . . . . . . .
Purchase and funding of investment securities . . . . . . . . . . . . . . . . . . . .
Proceeds from sales and collections of investment securities . . . . . . . . .
Proceeds from sales of real estate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Purchases and additions to properties and other assets . . . . . . . . . . . . . .
Net cash flows from other investments and assets . . . . . . . . . . . . . . . . .
Net cash used in investing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash Flows from Financing Activities:
(8,637,213)
4,369,179
(198,358)
87,450
98,210
(26,272)
25,350
(4,281,654)
Proceeds from borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Principal repayments on and repurchases of borrowings . . . . . . . . . . . .
Payment of deferred financing costs . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from common stock issuances, net of offering costs . . . . . . . .
Payment of dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Contributions from non-controlling interests . . . . . . . . . . . . . . . . . . . . .
Distributions to non-controlling interests . . . . . . . . . . . . . . . . . . . . . . . .
Issuance of debt of consolidated VIEs . . . . . . . . . . . . . . . . . . . . . . . . . . .
Repayment of debt of consolidated VIEs . . . . . . . . . . . . . . . . . . . . . . . .
Distributions of cash from consolidated VIEs . . . . . . . . . . . . . . . . . . . . .
Net cash provided by financing activities . . . . . . . . . . . . . . . . . . . . . . . .
Net decrease in cash, cash equivalents and restricted cash . . . . . . . . . . . .
Cash, cash equivalents and restricted cash, beginning of period . . . . . . . .
Effect of exchange rate changes on cash . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash, cash equivalents and restricted cash, end of period . . . . . . . . . . . . . $
17,436,866
(11,929,179)
(71,858)
393,366
(553,930)
219,757
(43,950)
69,398
(767,427)
120,060
4,873,103
(398,526)
722,162
(1,722)
321,914 $
(25,343)
—
(240,301)
189,458
—
—
(46)
(76,232)
—
(440)
—
—
—
—
753
(69,398)
767,427
(120,060)
578,282
182
(772)
—
(590) $
(8,662,556)
4,369,179
(438,659)
276,908
98,210
(26,272)
25,304
(4,357,886)
17,436,866
(11,929,619)
(71,858)
393,366
(553,930)
219,757
(43,197)
—
—
—
5,451,385
(398,344)
721,390
(1,722)
321,324
The discussion below is on a non-GAAP basis, after removing adjustments principally resulting from the consolidation
of the securitization VIEs under ASC 810. These adjustments principally relate to (i) the purchase of CMBS, RMBS, loans and
real estate from consolidated VIEs, which are reflected as repayments of VIE debt on a GAAP basis and (ii) sales, principal
collections and redemptions of CMBS and RMBS related to consolidated VIEs, which are reflected as VIE distributions on a
GAAP basis. There is no significant net impact to overall cash resulting from these consolidations. Refer to Note 2 to the
Consolidated Financial Statements for further discussion.
Cash and cash equivalents decreased by $398.3 million during the year ended December 31, 2021, reflecting net cash
used in investing activities of $4.4 billion and operating activities of $1.5 billion, partially offset by net cash provided by
financing activities of $5.5 billion.
Net cash used in operating activities of $1.5 billion during the year ended December 31, 2021 related primarily to $1.8
billion in originations and purchases of loans held-for-sale (including $0.5 billion upon redemption of three consolidated RMBS
trusts), net of sales and principal collections, cash interest expense of $386.9 million, general and administrative expenses of
$113.4 million, management fees of $93.9 million and a net change in operating assets and liabilities of $40.1 million.
Offsetting these cash outflows was cash interest income of $605.9 million from our loans and $152.0 million from our
investment securities. Net rental income provided cash of $173.2 million and servicing fees provided cash of $58.9 million.
Net cash used in investing activities of $4.4 billion for the year ended December 31, 2021 related primarily to the
origination and acquisition of loans held-for-investment of $8.7 billion and the purchase and funding of investment securities of
85
$438.7 million, partially offset by proceeds received from principal collections and sales of loans of $4.4 billion and investment
securities of $276.9 million and sales of operating properties for $98.2 million.
Net cash provided by financing activities of $5.5 billion for the year ended December 31, 2021 related primarily to
borrowings on our debt, net of repayments and deferred loan costs, of $5.4 billion and proceeds from issuances of our common
stock and non-controlling interests of $613.1 million, partially offset by dividend distributions of $553.9 million.
Financing Arrangements
We utilize a variety of financing arrangements, including:
1) Repurchase Agreements: Repurchase agreements effectively allow us to borrow against loans and securities that
we own. Under these agreements, we sell our loans and securities to a counterparty and agree to repurchase the
same loans and securities from the counterparty at a price equal to the original sales price plus interest. The
counterparty retains the sole discretion over both whether to purchase the loan and security from us and, subject to
certain conditions, the market value of such loan or security for purposes of determining whether we are required
to pay margin to the counterparty. Generally, if the lender determines (subject to certain conditions) that the
market value of the collateral in a repurchase transaction has decreased by more than a defined minimum amount,
we would be required to repay any amounts borrowed in excess of the product of (i) the revised market value
multiplied by (ii) the applicable advance rate. During the term of a repurchase agreement, we receive the principal
and interest on the related loans and securities and pay interest to the counterparty. As of December 31, 2021, we
had various repurchase agreements, with details referenced in the table provided below.
2) Secured Property Financings: We use long-term mortgage facilities from commercial lenders and government
sponsors of affordable housing loans to finance many of the investment properties that we hold. These facilities
accrue interest at either fixed or floating rates. We typically hedge our exposure to floating interest rate changes
on these facilities through the use of interest rate swap and cap derivatives.
3) Bank Credit Facilities: We use bank credit facilities (including term loans and revolving facilities) to finance our
assets. These financings may be collateralized or non-collateralized and may involve one or more lenders. Credit
facilities typically have maturities ranging from two to five years and may accrue interest at either fixed or
floating rates. The lender retains the sole discretion, subject to certain conditions, over the market value of such
note for purposes of determining whether we are required to pay margin to the lender.
4) Loan Sales, Syndications and Securitizations: We seek non-recourse long-term financing from loan sales,
syndications and/or securitizations of our investments in mortgage loans. The sales, syndications or securitizations
generally involve a senior portion of our loan but may involve the entire loan. Loan sales and syndications
generally involve the sale of a senior note component or participation interest to a third party lender. Securitization
generally involves transferring notes to a special purpose vehicle (or the issuing entity), which then issues one or
more classes of non-recourse notes pursuant to the terms of an indenture. The notes are secured by the pool of
assets. In exchange for the transfer of assets to the issuing entity, we receive cash proceeds from the sale of non-
recourse notes. Sales, syndications or securitizations of our portfolio investments might magnify our exposure to
losses on those portfolio investments because the retained subordinate interest in any particular overall loan would
be subordinate to the loan components sold and we would, therefore, absorb all losses sustained with respect to the
overall loan before the owners of the senior notes experience any losses with respect to the loan in question.
5) Unsecured Senior Notes: We issue senior notes, some of which are convertible, to finance certain operating and
investing activities of the Company. These senior notes accrue interest at fixed interest rates and vary in tenure.
Refer to Note 12 to the Consolidated Financial Statements for further discussion.
86
Secured Borrowings
The following table is a summary of our secured borrowings as of December 31, 2021 (dollars in thousands):
Current
Maturity
Extended
Maturity
(a)
Weighted
Average
Pricing
Pledged
Asset
Carrying
Value
Maximum
Facility
Size
Outstanding
Balance
Approved
but
Undrawn
Capacity (b)
Unallocated
Financing
Amount (c)
Repurchase Agreements:
Commercial Loans . . . .
Aug 2022 to
Jul 2026
(d)
Jun 2025 to
Dec 2030
(d)
Index + 2.00%
(e)
$ 9,141,387
$ 10,485,460 (f) $ 6,556,438
$
116,850 $ 3,812,172
Residential Loans . . . . .
Jul 2022 to
Dec 2023
N/A
Index + 2.02%
Infrastructure Loans . . .
Sep 2024
Sep 2026
LIBOR + 2.00%
2,244,663
455,391
2,850,000
650,000
1,744,225
379,095
26,894
1,078,881
—
—
270,905
175,870
LIBOR + 1.99%
226,634
350,000
174,130
Conduit Loans . . . . . . . .
Feb 2022 to
Jun 2024
CMBS/RMBS . . . . . . . .
Sep 2022 to
May 2031
(g)
Feb 2023 to
Jun 2025
Dec 2022
to Nov
2031
(g)
(h)
1,166,352
819,979
688,146 (i)
—
131,833
Total Repurchase Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
13,234,427
15,155,439
9,542,034
143,744
5,469,661
Other Secured Financing:
Borrowing Base Facility Nov 2024
Oct 2026
SOFR + 2.11%
600,525
750,000 (j)
213,478
236,203
300,319
Commercial Financing
Facilities . . . . . . . . .
Dec 2023 to
Jan 2024
Jan 2026 to
Dec 2030
Residential Financing
Index + 1.81%
208,022
243,476
167,476
—
76,000
Facility . . . . . . . . . .
Sep 2022
Sep 2025
3.00%
396,201
250,000
102,018
147,982
—
Infrastructure Financing
Facilities . . . . . . . . .
Jul 2022 to
Oct 2022
Oct 2024 to
Jul 2027
Property Mortgages -
Fixed rate . . . . . . . .
Nov 2024 to
Sep 2029
(k)
Property Mortgages -
Variable rate . . . . . .
Nov 2022 to
Dec 2025
Term Loan and
Revolver . . . . . . . . .
STWD 2019-FL1 CLO .
(m)
Jul 2038
STWD 2021-FL2 CLO . Apr 2038
STWD 2021-SIF1 CLO
Apr 2032
STWD 2021-HTS
N/A
N/A
N/A
N/A
N/A
N/A
4.35%
(l)
(m)
SOFR + 1.34%
LIBOR + 1.50%
LIBOR + 1.81%
SASB . . . . . . . . . . .
Total Other Secured Financing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
LIBOR + 2.22%
Apr 2034
N/A
Index + 2.01%
1,042,292
1,250,000
855,646
389,586
272,522
272,522
699,124
734,350
712,493
—
—
—
394,354
—
21,857
N/A (m)
1,103,513
1,279,678
506,666
230,587
6,456,194
938,753
936,375
1,077,375
410,000
788,753
936,375
1,077,375
410,000
210,091
210,091
150,000
—
—
—
—
—
—
—
—
—
7,072,942
5,746,227
534,185
792,530
$ 19,690,621
$ 22,228,381
$ 15,288,261
$
677,929 $ 6,262,191
Unamortized net discount . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(13,349)
Unamortized deferred financing costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(81,946)
$ 15,192,966
___________________________________________
(a)
(b)
(c)
(d)
(e)
(f)
(g)
(h)
(i)
(j)
(k)
(l)
Subject to certain conditions as defined in the respective facility agreement.
Approved but undrawn capacity represents the total draw amount that has been approved by the lenders related to those assets that have been
pledged as collateral, less the drawn amount.
Unallocated financing amount represents the maximum facility size less the total draw capacity that has been approved by the lenders.
For certain facilities, borrowings collateralized by loans existing at maturity may remain outstanding until such loan collateral matures, subject to
certain specified conditions.
Certain facilities with an outstanding balance of $2.1 billion as of December 31, 2021 are indexed to GBP LIBOR, EURIBOR, BBSY and SONIA.
The remainder are indexed to USD LIBOR and SOFR.
Certain facilities with an aggregate initial maximum facility size of $9.4 billion may be increased to $10.5 billion, subject to certain conditions. The
$10.5 billion amount includes such upsizes.
Certain facilities with an outstanding balance of $276.9 million as of December 31, 2021 carry a rolling 11-month or 12-month term which may
reset monthly or quarterly with the lender's consent. These facilities carry no maximum facility size.
A facility with an outstanding balance of $240.8 million as of December 31, 2021 has a weighted average fixed annual interest rate of 3.20%. All
other facilities are variable rate with a weighted average rate of LIBOR + 1.71%.
Includes: (i) $240.8 million outstanding on a repurchase facility that is not subject to margin calls; and (ii) $35.8 million outstanding on one of our
repurchase facilities that represents the 49% pro rata share owed by a non-controlling partner in a consolidated joint venture (see Note 16 to the
Consolidated Financial Statements).
The maximum facility size as of December 31, 2021 of $650.0 million is scheduled to decline to $450.0 million as of March 31, 2022 and may be
increased to $750.0 million, subject to certain conditions.
The weighted average maturity is 5.5 years as of December 31, 2021.
Includes a $600.0 million first mortgage and mezzanine loan secured by our Medical Office Portfolio. This debt has a weighted average interest rate
of LIBOR + 2.07% that we swapped to a fixed rate of 3.34%. The remainder have a weighted average rate of LIBOR + 2.39%.
(m)
Consists of: (i) a $788.8 million term loan facility that matures in July 2026, of which $391.0 million has an annual interest rate of LIBOR + 2.50%
and $397.8 million has an annual interest rate of LIBOR + 3.25%, subject to a 0.75% LIBOR floor, and (ii) a $150.0 million revolving credit facility
87
that matures in April 2026 with an annual interest rate of SOFR + 2.50%. These facilities are secured by the equity interests in certain of our
subsidiaries which totaled $5.5 billion as of December 31, 2021.
As of December 31, 2021, the above table no longer reflects property mortgages of the Woodstar Portfolios, which as
discussed in Notes 2 and 8 to the Consolidated Financial Statements, are now reflected net within “Investments of consolidated
affordable housing fund” on our consolidated balance sheet.
Refer to Note 11 to the Consolidated Financial Statements for further disclosure regarding the terms of our secured
financing arrangements.
Variance between Average and Quarter-End Credit Facility Borrowings Outstanding
The following table compares the average amount outstanding under our secured financing agreements during each
quarter and the amount outstanding as of the end of each quarter, together with an explanation of significant variances (amounts
in thousands):
Quarter Ended
March 31, 2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
June 30, 2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
September 30, 2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
December 31, 2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
_____________________________________________
Quarter-End
Balance
11,913,568
12,436,034
14,221,047
15,288,261
Weighted-
Average
Balance During
Quarter
11,274,970
12,403,163
13,099,170
14,428,687
Variance
638,598
32,871
1,121,877
859,574
Explanations
for Significant
Variances
(a)
(b)
(c)
(d)
(a)
(b)
(c)
(d)
Variance primarily due to late quarter timing of fundings on commercial loan facilities and the Borrowing Base
Facility
Variance primarily due to the net increase in debt related to CLO issuances in April and May 2021.
Variance primarily due to draws: (i) on approved undrawn capacity in our commercial loan portfolio in order to early
redeem a portion of our 2021 Senior Notes on September 15, 2021; (ii) on commercial loan facilities due to loan
closings which occurred during the last month of the quarter; and (iii) on residential loan facilities to fund loan
purchases which occurred during the last month of the quarter.
Variance primarily due to (i) late quarter draws on commercial, residential and infrastructure loan facilities given the
majority of the quarter’s loan closings were back-ended to the last half of the quarter; offset by (ii) the accounting for
the Woodstar Fund, which requires property level debt to be presented net within investments of affordable housing
fund.
Quarter Ended
March 31, 2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
June 30, 2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
September 30, 2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
December 31, 2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Quarter-End
Balance
10,714,680
9,858,371
10,638,537
11,169,964
Weighted-
Average
Balance During
Quarter
10,194,276
10,218,089
10,151,695
10,945,199
Variance
520,404
(359,718)
486,842
224,765
Explanations
for Significant
Variances
(a)
(b)
(c)
(d)
(a) Variance primarily due to the following: (i) drawing on all available credit facilities at quarter end and (ii) borrowings on
two new lending facilities.
(b) Variance primarily due to the late quarter timing of a residential loan securitization, which resulted in a $387.4 million
paydown of the Federal Home Loan Bank facility, partially offset by the late quarter timing of the refinancing of our
Woodstar I Portfolio, which resulted in net additional borrowings of $100.1 million.
(c) Variance primarily due to the following: (i) late quarter timing of conduit loan fundings; and (ii) the closing of a large
European loan pledged to two commercial credit facilities.
(d) Variance primarily due to the following: (i) late quarter timing of fundings on commercial loan facilities; and (ii)
borrowings on the Residential Financing Facility.
88
Borrowings under Unsecured Senior Notes
During the years ended December 31, 2021 and 2020, the weighted average effective borrowing rate on our unsecured
senior notes was 5.2% and 5.0%, respectively. The effective borrowing rate includes the effects of underwriter purchase
discount and, during 2020, the adjustment for the conversion option on the Convertible Notes, the initial value of which reduced
the balance of the notes.
Refer to Note 12 to the Consolidated Financial Statements for further disclosure regarding the terms of our unsecured
senior notes.
Scheduled Principal Repayments on Investments and Overhang on Financing Facilities
The following scheduled and/or projected principal repayments on our investments were based on amounts
outstanding and extended contractual maturities of those investments as of December 31, 2021. The projected and/or required
repayments of financing were based on the earlier of (i) the extended contractual maturity of each credit facility or (ii) the
extended contractual maturity of each of the investments that have been pledged as collateral under the respective credit facility
(amounts in thousands):
Scheduled Principal
Repayments on Loans
and HTM Securities
Scheduled/Projected
Principal Repayments
on RMBS and CMBS
Projected/Required
Repayments of
Financing
First Quarter 2022 . . . . . . . . . . . . . . . . . $
Second Quarter 2022 . . . . . . . . . . . . . .
Third Quarter 2022 . . . . . . . . . . . . . . . .
Fourth Quarter 2022 . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . $
283,026 $
274,470
322,308
890,197
1,770,001 $
12,571 $
10,651
6,043
8,724
37,989 $
(264,896) $
(51,469)
(1,151,911)
(783,654)
(2,251,930) $
Scheduled Principal
Inflows Net of
Financing Outflows
30,701
233,652
(823,560) (1)
115,267
(443,940)
__________________________________________________
(1)
Shortfall primarily relates to: (i) $1.0 billion of repayments under a Residential Loans repurchase facility that carries a
one-year term which we can extend every three months with the lender’s consent, the current balance of which will be
repaid with securitization proceeds. Subsequent to year-end, the facility was extended through February 16, 2023.
In the normal course of business, the Company is in discussions with its lenders to extend, amend or replace any
financing facilities which contain near term expirations.
Issuances of Equity Securities
We may raise funds through capital market transactions by issuing capital stock. There can be no assurance, however,
that we will be able to access the capital markets at any particular time or on any particular terms. We have authorized
100,000,000 shares of preferred stock and 500,000,000 shares of common stock. At December 31, 2021, we had 100,000,000
shares of preferred stock available for issuance and 195,179,747 shares of common stock available for issuance.
Refer to Note 18 to the Consolidated Financial Statements for a discussion of our issuances of equity securities in
recent years.
Other Potential Sources of Financing
In the future, we may also use other sources of financing to fund the acquisition of our target assets and maturities of
our unsecured senior notes, including other secured as well as unsecured forms of borrowing and sale of senior loan interests
and other assets.
Leverage Policies
We employ leverage, to the extent available, to fund the acquisition of our target assets, increase potential returns to
our stockholders, or provide temporary liquidity. Leverage can be either direct by utilizing private third party financing or
indirect through originating, acquiring or retaining subordinated mortgages, B-Notes, subordinated loan participations or
mezzanine loans. Although the type of leverage we deploy is dependent on the underlying asset that is being financed, we
intend, when possible, to utilize leverage whose maturity is equal to or greater than the maturity of the underlying asset and
minimize to the greatest extent possible exposure to the Company of credit losses associated with any individual asset. In
89
addition, we intend to mitigate the impact of potential future interest rate increases on our borrowings through utilization of
hedging instruments, primarily interest rate swap agreements.
The amount of leverage we deploy for particular investments in our target assets depends upon our Manager’s
assessment of a variety of factors, which may include the anticipated liquidity and price volatility of the assets in our investment
portfolio, the potential for losses and extension risk in our portfolio, the gap between the duration of our assets and liabilities,
including hedges, the availability and cost of financing the assets, our opinion of the creditworthiness of our financing
counterparties, the health of the U.S., European and Australian economies and commercial, residential and infrastructure
markets, our outlook for the level, slope and volatility of interest rates, the credit quality of our assets, the collateral underlying
our assets and our outlook for asset spreads relative to the applicable reference rate curve. Our secured debt agreements contain
customary affirmative and negative covenants, including financial covenants, that in some cases restrict our total leverage (as
defined therein). As of December 31, 2021, we were in compliance with all such covenants.
Cash Requirements
Dividends
U.S. federal income tax law generally requires that a REIT distribute annually at least 90% of its REIT taxable income,
without regard to the deduction for dividends paid and excluding net capital gains, and that it pay tax at regular corporate rates
to the extent that it annually distributes less than 100% of its net taxable income. We generally intend to distribute substantially
all of our taxable income (which does not necessarily equal our GAAP net income) to our stockholders each year, if and to the
extent authorized by our board of directors. Before we pay any dividend, whether for U.S. federal income tax purposes or
otherwise, we must first meet both our operating and debt service requirements. If our cash available for distribution is less than
our net taxable income, we could be required to sell assets or borrow funds to make cash distributions or we may make a
portion of the required distribution in the form of a taxable stock distribution or distribution of debt securities. Refer to Note 18
to the Consolidated Financial Statements for a detailed dividend history.
The tax treatment for our aggregate distributions per share of common stock paid with respect to the 2021 tax year is
as follows:
Record Date
12/31/2020
3/31/2021
6/30/2021
9/30/2021
12/31/2021
Payable Date
1/15/2021
4/15/2021
7/15/2021
10/15/2021
1/14/2022
$
Per Share
Dividend Paid
$
Ordinary
Taxable
Dividends
Taxable
Qualified
Dividends
Total Capital
Gain
Distribution
Unrecaptured
1250 Gain
Nondividend
Distributions
Section 199A
Dividends
0.4800 $
0.4800
0.4800
0.4800
0.4045
2.3245 $
0.2602 $
0.2602
0.2602
0.2602
0.2192
1.2600 $
0.0054 $
0.0054
0.0054
0.0054
0.0046
0.0262 $
0.2198 $
0.2198
0.2198
0.2198
0.1853
1.0645 $
0.0169 $
0.0169
0.0169
0.0169
0.0142
0.0818 $
— $
—
—
—
—
— $
0.2548
0.2548
0.2548
0.2548
0.2146
1.2338
To the extent that total distributions for the year exceeded 2021 earnings, the portion of the fourth quarter distribution
paid in January of 2022 that was equal to that excess will be treated as a 2022 distribution for federal tax purposes.
Contractual Obligations and Commitments
Our material contractual obligations and commitments as of December 31, 2021 are as follows (amounts in
thousands):
Total
Secured financings (a) . . . . . . . . . . . . . . . $ 12,654,420 $
CLOs and SASB (b) . . . . . . . . . . . . . . . .
Unsecured senior notes . . . . . . . . . . . . . .
Future loan commitments: . . . . . . . . . . . .
Commercial Lending (c) . . . . . . . . . . .
Residential Lending (d) . . . . . . . . . . .
Infrastructure Lending (e) . . . . . . . . . .
2,236,598
1,309,367
203,486
2,633,841
1,850,000
Less than
1 year
1,415,878 $
123,448
—
1 to 3 years
3 to 5 years
2,146,999 $
1,088,961
950,000
6,719,568 $
1,421,432
900,000
More than
5 years
2,371,975
—
—
1,367,544
1,309,367
203,056
868,013
—
430
1,041
—
—
—
—
—
__________________________________________________
90
(a) Represents the contractual maturity of the respective credit facility, inclusive of available extension options. If investments
that have been pledged as collateral repay earlier than the contractual maturity of the debt, the related portion of the debt
would likewise require earlier repayment. Refer to Note 11 to the Consolidated Financial Statements for the expected
maturities by year.
(b) Represents the fully extended maturity of the underlying collateral.
(c) Excludes $601.9 million of loan funding commitments in which management projects the Company will not be obligated
to fund in the future due to repayments made by the borrower earlier than, or in excess of, expectations.
(d) Represents outstanding residential loan purchase commitments.
(e) Represents contractual commitments of $131.6 million under revolvers and letters of credit, $15.4 million under delayed
draw term loans and $56.4 million of outstanding infrastructure loan purchase commitments.
The table above does not include interest payable, amounts due under our management agreement, amounts due under
our derivative agreements or amounts due under guarantees as those contracts do not have fixed and determinable payments.
Our secured financings, CLOs and SASB consist primarily of matched-term funding for our loans and investment
securities and long-term mortgages on our owned properties. Repayments of such facilities are generally made from proceeds
from maturities, prepayments or sales of such investments and operating cash flows from owned properties. In the normal
course of business, we are in discussions with our lenders to extend, amend or replace any financing facilities which contain
near term expirations.
Our unsecured senior notes are expected to be repaid from a combination of available cash on hand, approved but
undrawn capacity under our secured financing agreements, and/or equity issuances or other potential sources of financing, as
discussed above, including issuances of new unsecured senior notes.
Our future loan commitments are expected to be primarily matched-term funded under secured financing agreements
with any difference funded from available cash on hand or other potential sources of financing discussed above.
Critical Accounting Estimates
Our financial statements are prepared in accordance with GAAP, which requires the use of estimates and assumptions
that affect the reported amounts of assets and liabilities as of the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. We believe that all of the decisions and assessments upon which our
financial statements are based were reasonable at the time made, based upon information available to us at that time. The
following discussion describes the critical accounting estimates that apply to our operations and require complex management
judgment. This summary should be read in conjunction with a more complete discussion of our accounting policies included in
Note 2 to the Consolidated Financial Statements.
Credit Losses
Loans and Debt Securities Measured at Amortized Cost
As discussed in Note 2 to the Consolidated Financial Statements, ASC 326, Financial Instruments – Credit Losses,
became effective for the Company on January 1, 2020. ASC 326 mandates the use of a current expected credit loss model
(“CECL”) for estimating future credit losses of certain financial instruments measured at amortized cost, instead of the
“incurred loss” credit model previously required under GAAP. The CECL model requires the consideration of possible credit
losses over the life of an instrument as opposed to only estimating credit losses upon the occurrence of a discrete loss event
under the previous “incurred loss” methodology. The CECL model applies to our loans held-for-investment (“HFI”) and our
held-to-maturity (“HTM”) debt securities which are carried at amortized cost, including future funding commitments and
accrued interest receivable related to those loans and securities.
As we do not have a history of realized credit losses on our HFI loans and HTM securities, we have subscribed to third
party database services to provide us with historical industry losses for both commercial real estate and infrastructure loans.
Using these losses as a benchmark, we determine expected credit losses for our loans and securities on a collective basis within
our commercial real estate and infrastructure portfolios. Such determination also incorporates significant assumptions and
91
estimates regarding, among other things, prepayments, future fundings and economic forecasts. See Note 5 to the Consolidated
Financial Statements for further discussion of our methodologies.
We also evaluate each loan and security measured at amortized cost for credit deterioration at least quarterly. Credit
deterioration occurs when it is deemed probable that we will not be able to collect all amounts due according to the contractual
terms of the loan or security. If a loan or security is considered to be credit deteriorated, we depart from the industry loss rate
approach described above and determine the credit loss allowance as any excess of the amortized cost basis of the loan or
security over (i) the present value of expected future cash flows discounted at the contractual effective interest rate or (ii) the
fair value of the collateral, if repayment is expected solely from the collateral.
Significant judgment is required when estimating future credit losses; therefore, actual results over time could be
materially different. As of December 31, 2021, we held $16.2 billion of loans and HTM securities measured at amortized cost
with expected future funding commitments of $2.3 billion. During the years ended December 31, 2021 and 2020, we
recognized credit loss provisions of $8.3 million and $43.2 million, respectively, and the related credit loss allowance was
$82.7 million and $89.2 million at December 31, 2021 and 2020, respectively.
Available-for-Sale Debt Securities
Separate provisions of ASC 326 apply to our available-for-sale (“AFS”) debt securities which are carried at fair value
with unrealized gains and losses reported as a component of accumulated other comprehensive income (“AOCI”). We are
required to establish an initial credit loss allowance for those securities that are purchased with credit deterioration by grossing
up the amortized cost basis of each security and providing an offsetting credit loss allowance for the difference between
expected cash flows and contractual cash flows, both on a present value basis.
Subsequently, cumulative adverse changes in expected cash flows on our available-for-sale debt securities are
recognized currently as an increase to the credit loss allowance. However, the allowance is limited to the amount by which the
AFS debt security’s amortized cost exceeds its fair value. Favorable changes in expected cash flows are first recognized as a
decrease to the allowance for credit losses (recognized currently in earnings). Such changes would be recognized as a
prospective yield adjustment only when the allowance for credit losses is reduced to zero. A change in expected cash flows that
is attributable solely to a change in a variable interest reference rate does not result in a credit loss and is accounted for as a
prospective yield adjustment.
Significant judgment is required when estimating expected cash flows used in determining the credit loss allowance
for AFS debt securities; therefore, actual results over time could be materially different. As of December 31, 2021, we held
$144.0 million of AFS debt securities. We did not recognize any provision for credit losses with respect to our AFS debt
securities during the year ended December 31, 2021 and there was no related credit loss allowance as of December 31, 2021.
Valuation of Assets and Liabilities Carried at Fair Value
We measure our VIE assets and liabilities, mortgage-backed securities, investments of consolidated affordable housing
fund, derivative assets and liabilities, domestic servicing rights intangible asset and any assets or liabilities where we have
elected the fair value option at fair value. When actively quoted observable prices are not available, we either use implied
pricing from similar assets and liabilities or valuation models based on net present values of estimated future cash flows,
adjusted as appropriate for liquidity, credit, market and/or other risk factors. See Note 21 to the Consolidated Financial
Statements for details regarding the various methods and inputs we use in measuring the fair value of our assets and liabilities.
As of December 31, 2021, we had $65.5 billion and $59.8 billion of assets and liabilities, respectively, that are measured at fair
value, including $61.3 billion of VIE assets and $59.8 billion of VIE liabilities we consolidate pursuant to ASC 810.
We measure the assets and liabilities of consolidated securitization VIEs at fair value pursuant to our election of the
fair value option. The securitization VIEs in which we invest are “static”; that is, no reinvestment is permitted, and there is no
active management of the underlying assets. In determining the fair value of the assets and liabilities of the VIE, we maximize
the use of observable inputs over unobservable inputs. As a result, the methods and inputs we use in measuring the fair value of
the assets and liabilities of our VIEs affect our earnings only to the extent of their impact on our direct investment in the VIEs.
Goodwill Impairment
Our goodwill at December 31, 2021 of $259.8 million represents the excess of consideration transferred over the fair
value of net assets acquired in connection with the acquisitions of LNR in April 2013 and the Infrastructure Lending Segment
in September 2018 and October 2018. In testing goodwill for impairment, we follow ASC 350, Intangibles—Goodwill and
92
Other, which permits a qualitative assessment of whether it is more likely than not that the fair value of a reporting unit is less
than its carrying value including goodwill. If the qualitative assessment determines that it is not more likely than not that the
fair value of a reporting unit is less than its carrying value including goodwill, then no impairment is determined to exist for the
reporting unit. However, if the qualitative assessment determines that it is more likely than not that the fair value of the
reporting unit is less than its carrying value including goodwill, or we choose not to perform the qualitative assessment, then we
compare the fair value of that reporting unit with its carrying value, including goodwill, in a quantitative assessment. If the
carrying value of a reporting unit exceeds its fair value, goodwill is considered impaired with the impairment loss measured as
the excess of the reporting unit’s carrying value (inclusive of goodwill) over its fair value.
Based on our qualitative assessment during the fourth quarter of 2021, we believe that the Investing and Servicing
Segment reporting unit to which the LNR acquisition goodwill was attributed is not currently at risk of failing a quantitative
assessment. This qualitative assessment required judgment to be applied in evaluating the effects of multiple factors, including
actual and projected financial performance of the reporting unit, macroeconomic conditions, industry and market conditions,
and relevant entity specific events in determining whether it is more likely than not that the fair value of the reporting unit is
less than its carrying amount, including goodwill.
Based on our quantitative assessment during the fourth quarter of 2021, we determined that the fair value of the
Infrastructure Lending Segment reporting unit to which goodwill is attributed exceeded its carrying value including goodwill.
This quantitative assessment required judgment to be applied in determining the fair value of our equity in the Infrastructure
Lending Segment, which included estimates of future cash flows, terminal equity multiple and market discount rate.
Recent Accounting Developments
Refer to Note 2 to the Consolidated Financial Statements for a discussion of recent accounting developments and the
expected impact to the Company.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
We seek to manage our risks related to the credit quality of our assets, interest rates, liquidity, prepayment speeds and
market value while, at the same time, seeking to provide an opportunity to stockholders to realize attractive risk-adjusted
returns through ownership of our capital stock. While we do not seek to avoid risk completely, we believe the risk can be
quantified from historical experience and seek to actively manage that risk, to earn sufficient compensation to justify taking
those risks and to maintain capital levels consistent with the risks we undertake.
Credit Risk
Our loans and investments are subject to credit risk. The performance and value of our loans and investments depend
upon the owners’ ability to operate the properties that serve as our collateral so that they produce cash flows adequate to pay
interest and principal due to us. To monitor this risk, our asset management team reviews our investment portfolios and is in
regular contact with our borrowers, monitoring performance of the collateral and enforcing our rights as necessary.
We seek to further manage credit risk associated with our Investing and Servicing Segment loans held-for-sale through
the purchase of credit index instruments. The following table presents our credit index instruments as of December 31, 2021
and December 31, 2020 (dollars in thousands):
December 31, 2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
December 31, 2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
289,761 $
90,789 $
49,000
69,000
Face Value of
Loans Held-for-Sale
Aggregate Notional Value of
Credit Index Instruments
Number of
Credit Index Instruments
3
4
The COVID-19 pandemic has significantly impacted the global economy since the beginning of 2020 and has, among
other things, created disruption in global supply chains, increased rates of unemployment and adversely impacted many
industries, including industries related to the collateral underlying certain of our loans. During the year ended December 31,
2021, the global economy has, with certain setbacks, begun reopening with easing of travel and other restrictions encouraging
greater economic activity. Nonetheless, the recovery continues to remain uncertain, particularly with respect to new variants
93
and resurgences of the virus. As a result, we are still unable to predict when normal economic activity and business operations
will fully resume.
Our asset management team continues to be in regular contact with our borrowers, monitoring performance of the
collateral and enforcing our rights as necessary. Although we continue to believe that the principal amounts of our assets are
generally adequately protected by underlying collateral value, there is a risk that we will not realize the entire principal value of
certain investments.
Capital Market Risk
We are exposed to risks related to the equity capital markets and our related ability to raise capital through the issuance
of our common stock or other equity instruments. We are also exposed to risks related to the debt capital markets, and our
related ability to finance our business through borrowings under repurchase obligations or other debt instruments. As a REIT,
we are required to distribute a significant portion of our taxable income annually, which constrains our ability to accumulate
operating cash flow and therefore requires us to utilize debt or equity capital to finance our business. We seek to mitigate these
risks by monitoring the debt and equity capital markets to inform our decisions on the amount, timing and terms of capital we
raise.
Interest Rate Risk
Interest rates are highly sensitive to many factors, including fiscal and monetary policies and domestic and
international economic and political considerations, as well as other factors beyond our control. We are subject to interest rate
risk in connection with our investments and the related financing obligations. In general, we seek to match the interest rate
characteristics of our investments with the interest rate characteristics of any related financing obligations such as repurchase
agreements, bank credit facilities, term loans, revolving facilities and securitizations. In instances where the interest rate
characteristics of an investment and the related financing obligation are not matched, we mitigate such interest rate risk through
the utilization of interest rate derivatives of the same duration. The following table presents financial instruments where we
have utilized interest rate derivatives to hedge interest rate risk and the related interest rate derivatives as of December 31, 2021
and 2020 (dollars in thousands):
Face Value of
Hedged Instruments
Aggregate Notional Value of
Credit Index Instruments
Number of
Credit Index Instruments
Instrument hedged as of December 31, 2021
Loans held-for-sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
RMBS, available-for-sale . . . . . . . . . . . . . . . . . . . . . . .
CMBS, fair value option . . . . . . . . . . . . . . . . . . . . . . . .
HTM debt securities . . . . . . . . . . . . . . . . . . . . . . . . . . .
Secured financing agreements . . . . . . . . . . . . . . . . . . .
Unsecured senior notes . . . . . . . . . . . . . . . . . . . . . . . . .
$
Instrument hedged as of December 31, 2020
Loans held-for-sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
RMBS, available-for-sale . . . . . . . . . . . . . . . . . . . . . . .
CMBS, fair value option . . . . . . . . . . . . . . . . . . . . . . . .
HTM debt securities . . . . . . . . . . . . . . . . . . . . . . . . . . .
Secured financing agreements . . . . . . . . . . . . . . . . . . .
Unsecured senior notes . . . . . . . . . . . . . . . . . . . . . . . . .
$
2,815,671 $
221,806
79,651
14,283
754,620
500,000
4,386,031 $
911,596 $
252,738
125,985
16,554
1,008,909
500,000
2,815,782 $
2,135,800
85,000
71,000
14,283
1,425,396
470,000
4,201,479
557,000
421,000
71,000
16,554
1,633,357
470,000
3,168,911
62
2
2
1
10
1
78
25
4
2
1
24
1
57
94
The following table summarizes the estimated annual change in net investment income for our variable rate
investments and our variable rate debt assuming increases or decreases in LIBOR or other applicable index rates and adjusted
for the effects of our interest rate hedging activities (amounts in thousands):
Variable rate
investments and
indebtedness (1)
1.0%
Increase
0.5%
Increase
0.5%
Decrease
1.0%
Decrease
Income (Expense) Subject to Interest Rate Sensitivity
Investment income from variable rate investments . . . . . . . . . . $ 15,762,471 $ 102,418 $ 44,151 $ (6,155) $ (6,425)
Interest expense from variable rate debt, net of interest rate
derivatives . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net investment income from variable rate instruments . . . . . . . $
(11,613,527) (114,303) (54,684) 7,329
1,297
4,148,944 $ (11,885) $ (10,533) $ 1,174 $ (5,128)
______________________________________________________________________________________________________________________
(1) Includes the notional value of interest rate derivatives.
LIBOR Transition Risk
The United Kingdom’s Financial Conduct Authority (the authority that regulates LIBOR) stopped compelling banks to
submit rates for the calculation of LIBOR and the LIBOR administrator ceased publication of non-U.S. dollar LIBOR after
December 31, 2021. However, for U.S. dollar LIBOR, the relevant date has been deferred to June 30, 2023. Regulators
emphasized that, despite any continued publication of U.S. dollar LIBOR through June 30, 2023, no new contracts using U.S.
dollar LIBOR should be entered into after December 31, 2021. As indicated in the Interest Rate Risk section above, a
substantial portion of our loans, investment securities, borrowings and interest rate derivatives are indexed to LIBOR or similar
reference rates. Our U.S. dollar LIBOR-based loan agreements and borrowing arrangements generally specify alternative
reference rates such as the prime rate, federal funds rate or secured overnight financing rate (“SOFR”). Our foreign
denominated loan agreements and borrowing arrangements now generally specify the sterling overnight index average
(“SONIA”) instead of GBP LIBOR and the bank bill swap rate (“BBSW” or “BBSY”) instead of AUD LIBOR.
As of December 31, 2021, daily compounded SONIA is utilized as the floating benchmark rate on nine of our loans
and three of our credit facilities, while SOFR is utilized as the floating benchmark rate on 13 of our loans and five of our credit
facilities.
At this time, it is not possible to predict how markets will respond to SOFR, SONIA, or other alternative reference
rates as the transition away from USD LIBOR and GBP LIBOR proceeds. The resulting changes to benchmark interest rates
could increase our financing costs and/or result in mismatches between the interest rates of our investments and the
corresponding financings.
Prepayment Risk
Prepayment risk is the risk that principal will be repaid earlier than anticipated, causing the return on certain
investments to be less than expected. As we receive prepayments of principal on our assets, any premiums paid on such assets
are amortized against interest income. In general, an increase in prepayment rates accelerates the amortization of purchase
premiums, thereby reducing the interest income earned on the assets. Conversely, discounts on such assets are accreted into
interest income. In general, an increase in prepayment rates accelerates the accretion of purchase discounts, thereby increasing
the interest income earned on the assets.
Extension Risk
We compute the projected weighted-average life of our assets based on assumptions regarding the rate at which the
borrowers will prepay the loans or extend. If prepayment rates decrease in a rising interest rate environment or extension
options are exercised, the life of the fixed-rate assets could extend beyond the term of the secured debt agreements. This could
have a negative impact on our results of operations. In some situations, we may be forced to sell assets to maintain adequate
liquidity, which could cause us to incur losses.
Fair Value Risk
The estimated fair value of our investments fluctuates primarily due to changes in interest rates and other factors.
Generally, in a rising interest rate environment, the estimated fair value of the fixed-rate investments would be expected to
decrease; conversely, in a decreasing interest rate environment, the estimated fair value of the fixed-rate investments would be
expected to increase. As market volatility increases or liquidity decreases, the fair value of our assets recorded and/or disclosed
95
may be adversely impacted. Our economic exposure is generally limited to our net investment position as we seek to fund fixed
rate investments with fixed rate financing or variable rate financing hedged with interest rate swaps.
Foreign Currency Risk
Our loans and investments that are denominated in a foreign currency are also subject to risks related to fluctuations in
exchange rates. We generally mitigate this exposure by matching the currency of our foreign currency assets to the currency of
the borrowings that finance those assets. As a result, we substantially reduce our exposure to changes in portfolio value related
to changes in foreign exchange rates.
We intend to hedge our net currency exposures in a prudent manner. However, our currency hedging strategies may
not eliminate all of our currency risk due to, among other things, uncertainties in the timing and/or amount of payments
received on the related investments, and/or unequal, inaccurate, or unavailable hedges to perfectly offset changes in future
exchange rates. Additionally, we may be required under certain circumstances to collateralize our currency hedges for the
benefit of the hedge counterparty, which could adversely affect our liquidity.
Consistent with our strategy of hedging foreign currency exposure on certain investments, we typically enter into a
series of forwards to fix the U.S. dollar amount of foreign currency denominated cash flows (interest income and principal
payments) we expect to receive from our foreign currency denominated investments. Accordingly, the notional values and
expiration dates of our foreign currency hedges approximate the amounts and timing of future payments we expect to receive
on the related investments.
The following table represents our assets and liabilities that are denominated in foreign currencies as well as our
expected future net interest receipts (amounts in thousands):
Foreign currency assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign currency liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign currency contracts - notional . . . . . . . . . . . . . . . . . . . .
Expected future net interest cash flows . . . . . . . . . . . . . . . . . .
Net exposure to exchange rate fluctuations . . . . . . . . . . . . .
Net exposure to exchange rate fluctuations in USD (1) . . . .
Foreign currency assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign currency liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign currency contracts - notional . . . . . . . . . . . . . . . . . . . .
Expected future net interest cash flows . . . . . . . . . . . . . . . . . .
Net exposure to exchange rate fluctuations . . . . . . . . . . . . .
Net exposure to exchange rate fluctuations in USD (1) . . . .
______________________________________________________________________________________________________________________
£
£
$
£
£
$
December 31, 2021
EUR
GBP
1,703,759 €
(1,253,959)
(521,148)
71,348
— €
— $
GBP
1,333,951 €
(962,177)
(430,235)
58,461
— €
— $
651,685 A$
(248,634)
(422,515)
19,464
— A$
— $
368,447 A$
(149,843)
(252,329)
33,725
— A$
— $
AUD
359,136
(283,796)
(247,901)
12,561
(160,000) (2)
(116,160)
AUD
168,712
(15,882)
(165,200)
12,370
—
—
December 31, 2020
EUR
(1) Represents the U.S. Dollar equivalent using the GBP closing rate of 1.3529, EUR closing rate of 1.1371 and AUD closing
rate of 0.7260 as of December 31, 2021, and GBP closing rate of 1.3673, EUR closing rate of 1.2217 and AUD closing rate
of 0.7694 as of December 31, 2020.
(2) The AUD net exposure is related to borrowings received in December on one of our AUD denominated assets. Subsequent
to year end, we terminated a foreign currency contract totaling AU$160.0 million related to these borrowings.
Substantially all of our net asset exposure to the British Pound Sterling (GBP), the Euro (EUR), and the Australian
Dollar (AUD) has been hedged with foreign currency forward contracts as of December 31, 2021, as indicated in the table
above. Refer to Note 14 of the Consolidated Financial Statements for further detail regarding our foreign currency derivatives
and their contractual maturities.
96
Real Estate Risk
The market values of commercial and residential mortgage assets are subject to volatility and may be affected
adversely by a number of factors, including, but not limited to, the impacts of the COVID-19 pandemic discussed above,
national, regional and local economic conditions (which may be adversely affected by industry slowdowns and other factors);
local real estate conditions; changes or continued weakness in specific industry segments; construction quality, age and design;
demographic factors; and retroactive changes to building or similar codes. In addition, decreases in property values reduce the
value of the collateral and the potential proceeds available to a borrower to repay the underlying loans, which could also cause
us to suffer losses.
Inflation Risk
Most of our assets and liabilities are interest rate sensitive in nature. As a result, interest rates and other factors
influence our performance significantly more than inflation does. Changes in interest rates may correlate with inflation rates
and/or changes in inflation rates. Our financial statements are prepared in accordance with GAAP, and our distributions are
determined by our board of directors consistent with our obligation to distribute to our stockholders at least 90% of our REIT
taxable income on an annual basis in order to maintain our REIT qualification; in each case, our activities and balance sheet are
measured with reference to historical cost and/or fair value without considering inflation.
97
Item 8. Financial Statements and Supplementary Data.
Index to Financial Statements and Schedules
Financial Information
Reports of Independent Registered Public Accounting Firm (PCAOB ID no. 34) . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Balance Sheets as of December 31, 2021 and 2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Statements of Operations for the Years Ended December 31, 2021, 2020 and 2019 . . . . . . . . . .
Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2021, 2020 and 2019
Consolidated Statements of Equity for the Years Ended December 31, 2021, 2020 and 2019 . . . . . . . . . . . . .
Consolidated Statements of Cash Flows for the Years Ended December 31, 2021, 2020 and 2019 . . . . . . . . .
Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Note 1 Business and Organization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Note 2 Summary of Significant Accounting Policies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Note 3 Acquisitions and Divestitures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Note 4 Restricted Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Note 5 Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Note 6 Investment Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Note 7 Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Note 8 Investments of Consolidated Affordable Housing Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Note 9 Investments in Unconsolidated Entities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Note 10 Goodwill and Intangibles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Note 11 Secured Borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Note 12 Unsecured Senior Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Note 13 Loan Securitization/Sale Activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Note 14 Derivatives and Hedging Activity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Note 15 Offsetting Assets and Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Note 16 Variable Interest Entities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Note 17 Related-Party Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Note 18 Stockholders’ Equity and Non-Controlling Interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Note 19 Earnings per Share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Note 20 Accumulated Other Comprehensive Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Note 21 Fair Value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Note 22 Income Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Note 23 Commitments and Contingencies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Note 24 Segment and Geographic Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Note 25 Subsequent Events . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Schedule III—Real Estate and Accumulated Depreciation as of December 31, 2021 . . . . . . . . . . . . . . . . . . . . . .
Schedule IV—Mortgage Loans on Real Estate as of December 31, 2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
99
102
103
104
105
106
108
108
109
119
120
121
126
129
131
131
132
134
138
140
141
143
143
145
149
153
154
155
162
163
165
170
171
173
All other schedules are omitted because they are not required or the required information is shown in the financial
statements or the notes thereto.
98
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
Starwood Property Trust, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Starwood Property Trust, Inc. and subsidiaries (the
“Company”) as of December 31, 2021 and 2020, the related consolidated statements of operations, comprehensive income,
equity and cash flows for each of the three years in the period ended December 31, 2021, and the related notes and the
schedules listed in the Index at Item 15 (collectively referred to as the "financial statements"). In our opinion, the financial
statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and
the results of its operations and its cash flows for each of the three years in the period ended December 31, 2021, in conformity
with principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(PCAOB), the Company's internal control over financial reporting as of December 31, 2021, based on criteria established in
Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway
Commission and our report dated February 25, 2022, expressed an unqualified opinion on the Company's internal control over
financial reporting.
Change in Accounting Principle
As discussed in Note 2 to the consolidated financial statements, effective January 1, 2020 the Company has changed its method
of accounting for expected credit losses due to the adoption of Accounting Standards Codification Topic 326, Financial
Instruments − Credit Losses.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on
the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are
required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to
error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial
statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included
examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included
evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall
presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that
was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that
are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The
communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and
we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the
accounts or disclosures to which it relates.
99
Investment Securities - Valuation of Level III Residential Mortgage Backed Securities and Commercial Mortgage
Backed Securities — Refer to Notes 6 and 21 to the consolidated financial statements
Critical Audit Matter Description
The Company has commercial mortgage-backed securities recorded in accordance with the fair value option and residential
mortgage backed securities, available-for-sale recorded at fair value that are not actively traded and whose fair values are
derived from proprietary pricing models that utilize unobservable inputs, market bids, other third party prices or quotes. Under
accounting principles generally accepted in the United States of America, these financial instruments are generally classified as
Level 3 assets. Management’s judgments in selecting the price estimate that is most reflective of fair value is inherently
subjective.
Performing audit procedures to evaluate the appropriateness of these fair values requires a high degree of auditor judgement and
an increased extent of effort, including the need to involve our fair value specialists who possess significant quantitative and
modeling expertise.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to management’s fair value estimates for Level 3 assets, included the following, among others:
• We tested the effectiveness of controls, including those controls relating to investment security metrics and
characteristics, pricing sources, pricing policy and pricing selection.
• With the assistance of our fair value specialists, we developed independent fair value estimates for selected investment
securities and compared our estimates to management’s estimates.
• We evaluated the differences between our estimates of fair value and management’s estimates and considered whether
there were any indicators of management bias.
/s/ DELOITTE & TOUCHE LLP
Miami, Florida
February 25, 2022
We have served as the Company's auditor since 2009.
100
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the shareholders and the Board of Directors of
Starwood Property Trust, Inc.
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of Starwood Property Trust. Inc. and subsidiaries (the
“Company”) as of December 31, 2021, based on criteria established in Internal Control — Integrated Framework (2013) issued
by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company
maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021, based on
criteria established in Internal Control — Integrated Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(PCAOB), the consolidated financial statements as of and for the year ended December 31, 2021, of the Company and our
report dated February 25, 2022, expressed an unqualified opinion on those financial statements and financial statement
schedules and included an explanatory paragraph regarding the Company’s adoption of Accounting Standards Codification
Topic 326, Financial Instruments − Credit Losses.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its
assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management Report
on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control
over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be
independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and
regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all
material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk
that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the
assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit
provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures
that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorizations of management and directors of the
company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ DELOITTE & TOUCHE LLP
Miami, Florida
February 25, 2022
101
Starwood Property Trust, Inc. and Subsidiaries
Consolidated Balance Sheets
(Amounts in thousands, except share data)
Assets:
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Restricted cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Loans held-for-investment, net of credit loss allowances of $67,270 and $77,444 ($59,225 and
$90,684 held at fair value) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Loans held-for-sale ($2,876,800 and $932,295 held at fair value) . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investment securities, net of credit loss allowances of $8,610 and $5,675 ($177,848 and $198,053
217,362 $
104,552
563,217
158,945
15,536,849
2,876,800
11,087,073
1,052,835
As of December 31,
2020
2021
held at fair value) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Properties, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investments of consolidated affordable housing fund, at fair value . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investments in unconsolidated entities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Intangible assets ($16,780 and $13,202 held at fair value) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Derivative assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued interest receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Variable interest entity (“VIE”) assets, at fair value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
736,658
2,271,153
—
108,054
259,846
70,117
40,555
95,980
190,748
64,238,328
Total Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 83,850,397 $ 80,873,509
Liabilities and Equity
860,984
1,166,387
1,040,309
90,097
259,846
63,564
48,216
116,262
188,626
61,280,543
Liabilities:
Accounts payable, accrued expenses and other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Related-party payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Dividends payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Derivative liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Secured financing agreements, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Collateralized loan obligations and single asset securitization, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unsecured senior notes, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
VIE liabilities, at fair value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Commitments and contingencies (Note 23)
189,696 $
76,371
147,624
13,421
12,576,850
2,616,116
1,828,590
59,752,922
77,201,590
206,845
39,170
137,959
41,324
10,146,190
930,554
1,732,520
62,776,371
76,010,933
Temporary Equity: Redeemable non-controlling interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Permanent Equity:
214,915
Starwood Property Trust, Inc. Stockholders’ Equity:
Preferred stock, $0.01 per share, 100,000,000 shares authorized, no shares issued and outstanding . . . .
Common stock, $0.01 per share, 500,000,000 shares authorized, 312,268,944 issued and 304,820,253
outstanding as of December 31, 2021 and 292,091,601 issued and 284,642,910 outstanding as of
December 31, 2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Additional paid-in capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Treasury stock (7,448,691 shares) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accumulated other comprehensive income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Retained earnings (accumulated deficit) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Starwood Property Trust, Inc. Stockholders’ Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Non-controlling interests in consolidated subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Permanent Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,921
5,209,739
(138,022)
43,993
(629,733)
4,488,898
373,678
4,862,576
Total Liabilities and Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 83,850,397 $ 80,873,509
3,123
5,673,376
(138,022)
40,953
493,106
6,072,536
361,356
6,433,892
—
—
—
________________________________________________________
Note: In addition to the VIE assets and liabilities which are separately presented, our consolidated balance sheets as of December 31, 2021 and 2020 include
assets of $3.1 billion and $1.1 billion, respectively, and liabilities of $2.6 billion and $0.9 billion, respectively, related to consolidated collateralized loan
obligations (“CLOs”) and a single asset securitization ("SASB"), which are considered to be VIEs. The CLOs' and SASB's assets can only be used to settle
obligations of the CLOs and SASB, and the CLOs' and SASB's liabilities do not have recourse to Starwood Property Trust, Inc. Refer to Note 16 for additional
discussion of VIEs.
See notes to consolidated financial statements.
102
Starwood Property Trust, Inc. and Subsidiaries
Consolidated Statements of Operations
(Amounts in thousands, except per share data)
For the Year Ended December 31,
2021
2020
2019
Revenues:
Interest income from loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Interest income from investment securities . . . . . . . . . . . . . . . . . . . . . .
Servicing fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Rental income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
800,291 $
45,168
38,739
278,831
7,059
1,170,088
751,943 $
54,412
29,634
297,828
2,338
1,136,155
Costs and expenses:
Management fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
General and administrative . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Acquisition and investment pursuit costs . . . . . . . . . . . . . . . . . . . . . . . .
Costs of rental operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Credit loss provision, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total costs and expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other income (loss):
Change in net assets related to consolidated VIEs . . . . . . . . . . . . . . . . . . .
Change in fair value of servicing rights . . . . . . . . . . . . . . . . . . . . . . . . . . .
Change in fair value of investment securities, net . . . . . . . . . . . . . . . . . . .
Change in fair value of mortgage loans, net . . . . . . . . . . . . . . . . . . . . . . . .
Income from affordable housing fund investments . . . . . . . . . . . . . . . . . .
Earnings (loss) from unconsolidated entities . . . . . . . . . . . . . . . . . . . . . . .
Gain on sale of investments and other assets, net . . . . . . . . . . . . . . . . . . . .
Gain (loss) on derivative financial instruments, net . . . . . . . . . . . . . . . . . .
Foreign currency (loss) gain, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total other-than-temporary impairment ("OTTI") . . . . . . . . . . . . . . . .
Noncredit portion of OTTI recognized in other comprehensive income
Net impairment losses recognized in earnings . . . . . . . . . . . . . . . . . . .
Loss on extinguishment of debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other (loss) income, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total other income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income before income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income tax provision . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net income attributable to non-controlling interests . . . . . . . . . . . . . . .
Net income attributable to Starwood Property Trust, Inc. . . . . . . . . $
167,773
445,087
171,302
1,184
111,667
83,001
8,335
708
989,057
162,333
3,578
(387)
69,050
6,425
8,752
38,984
82,363
(36,292)
—
—
—
(7,428)
(7,314)
320,064
501,095
(8,669)
492,426
(44,687)
447,739 $
127,127
419,763
157,874
3,572
117,676
94,405
43,153
838
964,408
78,258
(3,715)
5,393
133,124
—
37,317
7,310
(82,178)
42,395
—
—
—
(3,654)
281
214,531
386,278
(20,197)
366,081
(34,392)
331,689 $
724,013
76,629
54,296
337,966
3,515
1,196,419
119,132
508,729
155,112
1,056
122,982
113,322
7,126
2,365
1,029,824
236,309
(3,640)
833
71,601
—
(101,354)
188,028
(6,310)
17,582
(267)
267
—
(19,270)
(207)
383,572
550,167
(13,232)
536,935
(27,271)
509,664
Earnings per share data attributable to Starwood Property Trust, Inc.:
Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
1.54 $
1.52 $
1.16 $
1.16 $
1.81
1.79
See notes to consolidated financial statements.
103
Starwood Property Trust, Inc. and Subsidiaries
Consolidated Statements of Comprehensive Income
(Amounts in thousands)
Net income
Other comprehensive income (loss) (net change by component):
For the Year Ended December 31,
2021
492,426 $
2020
366,081 $
2019
536,935
$
Available-for-sale securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign currency translation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other comprehensive loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Comprehensive income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less: Comprehensive income attributable to non-controlling interests
Comprehensive income attributable to Starwood Property Trust, Inc. $
(3,104)
64
(3,040)
489,386
(44,687)
444,699 $
(6,939)
—
(6,939)
359,142
(34,392)
324,750 $
(2,519)
(5,209)
(7,728)
529,207
(27,271)
501,936
See notes to consolidated financial statements.
104
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B
Starwood Property Trust, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(Amounts in thousands)
Cash Flows from Operating Activities:
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
492,426 $
366,081 $
536,935
For the Year Ended December 31,
2021
2020
2019
Amortization of deferred financing costs, premiums and discounts on secured borrowings .
Amortization of discounts and deferred financing costs on unsecured senior notes . . . . . . .
Accretion of net discount on investment securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accretion of net deferred loan fees and discounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Share-based compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Manager fees paid in stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Change in fair value of investment securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Change in fair value of consolidated VIEs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Change in fair value of servicing rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Change in fair value of loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Change in fair value of affordable housing fund investments . . . . . . . . . . . . . . . . . . . . . . . .
Change in fair value of derivatives . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign currency loss (gain), net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gain on sale of investments and other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Impairment charges on properties and related intangibles . . . . . . . . . . . . . . . . . . . . . . . . . . .
Credit loss provision, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(Earnings) loss from unconsolidated entities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Distributions of earnings from unconsolidated entities . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Loss on extinguishment of debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Origination and purchase of loans held-for-sale, net of principal collections . . . . . . . . . . . . . .
Proceeds from sale of loans held-for-sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Changes in operating assets and liabilities:
Related-party payable, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued and capitalized interest receivable, less purchased interest . . . . . . . . . . . . . . . . . . .
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accounts payable, accrued expenses and other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net cash (used in) provided by operating activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash Flows from Investing Activities:
Origination, purchase and funding of loans held-for-investment . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from principal collections on loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from loans sold . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Purchase and funding of investment securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from sales of investment securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from principal collections on investment securities . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from sales of real estate and related businesses, net of cash transferred . . . . . . . . . .
Purchases and additions to properties and other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investments in unconsolidated entities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from sale of interest in unconsolidated entities . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Distribution of capital from unconsolidated entities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash reclassified to investments of affordable housing fund . . . . . . . . . . . . . . . . . . . . . . . . . .
Payments for purchase or termination of derivatives . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from termination of derivatives . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net cash used in investing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
See notes to consolidated financial statements.
106
40,131
7,939
(12,818)
(42,199)
31,241
36,046
(5,393)
58,160
3,715
(133,124)
43,199
7,076
(13,513)
(57,948)
39,287
17,040
387
(20,070)
(3,578)
(69,050)
(402)
(90,126)
36,292
(38,984)
36,088
7,760
(11,791)
(35,387)
36,155
11,915
(833)
(67,798)
3,640
(71,601)
—
11,441
(17,582)
(188,028)
1,494
7,126
113,394
101,354
11,631
19,270
(5,172,721) (2,074,678) (3,543,503)
3,177,640
2,802,118
3,831,712
—
88,544
(42,395)
(7,310)
—
43,153
94,154
(37,317)
2,978
3,654
—
8,335
84,591
(8,752)
4,708
7,428
37,201
(136,772)
(28,437)
40,696
(1,755)
(175,287)
282
(372)
(989,975) 1,045,548
(3,118)
(114,156)
(29,787)
(5,458)
(13,199)
(8,637,213) (3,133,196) (5,473,399)
3,132,368
1,696,244
4,024,958
1,141,411
504,231
344,221
(98,258)
(22,408)
(198,358)
7,326
7,940
205,660
83,533
343,896
24,541
(30,865)
(25,164)
(18,055)
(3,133)
—
10,313
3,422
18,127
—
(74,801)
16,673
(911,805) $
—
87,450
98,210
(26,272)
(1,312)
—
30,448
(28,094)
(33,902)
58,210
(4,281,654) $
—
(42,835)
38,756
(775,868)
Starwood Property Trust, Inc. and Subsidiaries
Consolidated Statements of Cash Flows (Continued)
(Amounts in thousands)
For the Year Ended December 31,
For the Year Ended December 31,
2021
2020
2019
Cash Flows from Financing Activities:
(27,122)
1,098
(71,858)
394,086
Proceeds from borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 17,436,866 $ 7,100,563 $ 10,167,339
(11,929,179) (6,137,778) (8,671,085)
Principal repayments on and repurchases of borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Payment of deferred financing costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(72,438)
Proceeds from common stock issuances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
767
Payment of equity offering costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(27)
(538,424)
Payment of dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
183,520
Contributions from non-controlling interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(49,958)
Distributions to non-controlling interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Purchase of treasury stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
184,540
Issuance of debt of consolidated VIEs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(373,155)
Repayment of debt of consolidated VIEs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
45,642
Distributions of cash from consolidated VIEs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net cash provided by financing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
876,721
87,654
Net decrease in cash, cash equivalents and restricted cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash, cash equivalents and restricted cash, beginning of period . . . . . . . . . . . . . . . . . . . . . . . . .
487,865
(1,488)
Effect of exchange rate changes on cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash, cash equivalents and restricted cash, end of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
574,031
Supplemental disclosure of cash flow information:
(95)
(546,885)
11,775
(99,512)
(33,828)
187,494
(522,348)
79,921
13,283
147,026
574,031
1,105
722,162 $
—
69,398
(767,427)
120,060
4,873,103
(720)
(553,930)
219,757
(43,950)
(1,722)
321,914 $
(398,526)
722,162
Cash paid for interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Income taxes paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
386,918 $
7,793
379,949 $
11,369
481,483
11,284
Supplemental disclosure of non-cash investing and financing activities:
148,527 $
138,075 $
5,332,754
935,855
267,557
155,548
526,679
31,681
36,308
17,738
1,430
—
—
—
—
—
—
4,665,636
32,270
749,995
104,327
176,614
34,601
71,488
8,538
—
1,576
—
—
—
—
—
136,715
10,368,817
377,071
—
340,948
—
44,426
53,278
21,070
9,626
2,877
440,966
360,049
75,525
74,692
8,613
Dividends declared, but not yet paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Consolidation of VIEs (VIE asset/liability additions) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deconsolidation of VIEs (VIE asset/liability reductions) . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Reclassification of loans held-for-investment to loans held-for-sale . . . . . . . . . . . . . . . . . . . .
Reclassification of loans held-for-sale to loans held-for-investment . . . . . . . . . . . . . . . . . . . .
Transfer of loans from VIE assets to residential loans upon redemption of consolidated
RMBS trusts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Loan principal collections temporarily held at master servicer . . . . . . . . . . . . . . . . . . . . . . . .
Net assets acquired through foreclosure, control or conversion to equity interest . . . . . . . . .
Redemption of Class A Units for common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Lease liabilities arising from obtaining right-of-use assets . . . . . . . . . . . . . . . . . . . . . . . . . . .
Contribution of Woodstar II Portfolio net assets from non-controlling interests . . . . . . . . . .
Assets of Ireland real estate subsidiary sold, net of cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Liabilities of Ireland real estate subsidiary sold . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Settlement of Convertible Notes in shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Settlement of loans transferred as secured borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net assets acquired from consolidated VIEs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
See notes to consolidated financial statements.
107
Starwood Property Trust, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
As of December 31, 2021
1. Business and Organization
Starwood Property Trust, Inc. (“STWD” and, together with its subsidiaries, “we” or the “Company”) is a Maryland
corporation that commenced operations in August 2009, upon the completion of our initial public offering. We are focused
primarily on originating, acquiring, financing and managing mortgage loans and other real estate investments in the United
States (“U.S.”), Europe and Australia. As market conditions change over time, we may adjust our strategy to take advantage of
changes in interest rates and credit spreads as well as economic and credit conditions.
We have four reportable business segments as of December 31, 2021 and we refer to the investments within these
segments as our target assets:
•
•
•
•
Real estate commercial and residential lending (the “Commercial and Residential Lending Segment”)—engages
primarily in originating, acquiring, financing and managing commercial first mortgages, non-agency residential
mortgages (“residential loans”), subordinated mortgages, mezzanine loans, preferred equity, commercial
mortgage-backed securities (“CMBS”), residential mortgage-backed securities (“RMBS”) and other real estate
and real estate-related debt investments in the U.S., Europe and Australia (including distressed or non-performing
loans). Our residential loans are secured by a first mortgage lien on residential property and primarily consist of
non-agency residential loans that are not guaranteed by any U.S. Government agency or federally chartered
corporation.
Infrastructure lending (the “Infrastructure Lending Segment”)—engages primarily in originating, acquiring,
financing and managing infrastructure debt investments.
Real estate property (the “Property Segment”)—engages primarily in acquiring and managing equity interests in
stabilized commercial real estate properties, including multifamily properties and commercial properties subject to
net leases, that are held for investment.
Real estate investing and servicing (the “Investing and Servicing Segment”)—includes (i) a servicing business in
the U.S. that manages and works out problem assets, (ii) an investment business that selectively acquires and
manages unrated, investment grade and non-investment grade rated CMBS, including subordinated interests of
securitization and resecuritization transactions, (iii) a mortgage loan business which originates conduit loans for
the primary purpose of selling these loans into securitization transactions and (iv) an investment business that
selectively acquires commercial real estate assets, including properties acquired from CMBS trusts.
Our segments exclude the consolidation of securitization variable interest entities (“VIEs”).
We are organized and conduct our operations to qualify as a real estate investment trust (“REIT”) under the Internal
Revenue Code of 1986, as amended (the “Code”). As such, we will generally not be subject to U.S. federal corporate income
tax on that portion of our net income that is distributed to stockholders if we distribute at least 90% of our taxable income to our
stockholders by prescribed dates and comply with various other requirements.
We are organized as a holding company and conduct our business primarily through our various wholly-owned
subsidiaries. We are externally managed and advised by SPT Management, LLC (our “Manager”) pursuant to the terms of a
management agreement. Our Manager is controlled by Barry Sternlicht, our Chairman and Chief Executive Officer. Our
Manager is an affiliate of Starwood Capital Group Global L.P., a privately-held private equity firm founded by Mr. Sternlicht.
108
2. Summary of Significant Accounting Policies
Balance Sheet Presentation of Securitization Variable Interest Entities
We operate investment businesses that acquire unrated, investment grade and non-investment grade rated CMBS and
RMBS. These securities represent interests in securitization structures (commonly referred to as special purpose entities, or
“SPEs”). These SPEs are structured as pass through entities that receive principal and interest on the underlying collateral and
distribute those payments to the certificate holders. Under accounting principles generally accepted in the United States of
America (“GAAP”), SPEs typically qualify as VIEs. These are entities that, by design, either (1) lack sufficient equity to permit
the entity to finance its activities without additional subordinated financial support from other parties, or (2) have equity
investors that do not have the ability to make significant decisions relating to the entity’s operations through voting rights, or do
not have the obligation to absorb the expected losses, or do not have the right to receive the residual returns of the entity.
Because we often serve as the special servicer or servicing administrator of the trusts in which we invest, or we have
the ability to remove and replace the special servicer without cause, consolidation of these structures is required pursuant to
GAAP as outlined in detail below. This results in a consolidated balance sheet which presents the gross assets and liabilities of
the VIEs. The assets and other instruments held by these VIEs are restricted and can only be used to fulfill the obligations of the
entity. Additionally, the obligations of the VIEs do not have any recourse to the general credit of any other consolidated
entities, nor to us as the consolidator of these VIEs.
The VIE liabilities initially represent investment securities on our balance sheet (pre-consolidation). Upon
consolidation of these VIEs, our associated investment securities are eliminated, as is the interest income related to those
securities. Similarly, the fees we earn in our roles as special servicer of the bonds issued by the consolidated VIEs or as
collateral administrator of the consolidated VIEs are also eliminated. Finally, a portion of the identified servicing intangible
associated with the eliminated fee streams is eliminated in consolidation.
Refer to the segment data in Note 24 for a presentation of our business segments without consolidation of these VIEs.
Basis of Accounting and Principles of Consolidation
The accompanying consolidated financial statements include our accounts and those of our consolidated subsidiaries
and VIEs. Intercompany amounts have been eliminated in consolidation.
Entities not deemed to be VIEs are consolidated if we own a majority of the voting securities or interests or hold the
general partnership interest, except in those instances in which the minority voting interest owner or limited partner can remove
us as general partner without cause, dissolve the partnership without cause or effectively participate through substantive
participative rights. Substantive participative rights include the ability to select, terminate and set compensation of the
investee’s management, if applicable, and the ability to participate in capital and operating decisions of the investee, including
budgets, in the ordinary course of business.
We invest in entities with varying structures, many of which do not have voting securities or interests, such as general
partnerships, limited partnerships, and limited liability companies. In many of these structures, control of the entity rests with
the general partners or managing members, while other members hold passive interests. The general partner or managing
member may hold anywhere from a relatively small percentage of the total financial interests to a majority of the financial
interests. For entities not deemed to be VIEs, where we serve as the sole general partner or managing member, we are
considered to have the controlling financial interest and therefore the entity is consolidated, regardless of our financial interest
percentage, unless there are other limited partners or investing members that can remove us as general partner without cause,
dissolve the partnership without cause or effectively participate through substantive participative rights. In those circumstances
where we, as majority controlling interest owner, can be removed without cause or cannot cause the entity to take actions that
are significant in the ordinary course of business, because such actions could be vetoed by the minority controlling interest
owner, we do not consolidate the entity.
When we consolidate entities other than securitization VIEs, the third party ownership interests are reflected as non-
controlling interests in consolidated subsidiaries, a separate component of equity, in our consolidated balance sheet. When we
consolidate securitization VIEs, the third party ownership interests are reflected as VIE liabilities in our consolidated balance
sheet because the beneficial interests payable to these third parties are legally issued in the form of debt. Our presentation of
net income attributes earnings to controlling and non-controlling interests.
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Variable Interest Entities
In addition to the securitization VIEs, we have financed pools of our loans through collateralized loan obligations
(“CLOs”) and a single asset securitization ("SASB"), which are considered VIEs. We also hold interests in certain other entities
which are considered VIEs as the limited partners of those entities with equity at risk do not collectively possess (i) the right to
remove the general partner or dissolve the partnership without cause or (ii) the right to participate in significant decisions made
by the partnership.
We evaluate all of our interests in VIEs for consolidation. When our interests are determined to be variable interests,
we assess whether we are deemed to be the primary beneficiary of the VIE. The primary beneficiary of a VIE is required to
consolidate the VIE. Accounting Standards Codification (“ASC”) 810, Consolidation, defines the primary beneficiary as the
party that has both (i) the power to direct the activities of the VIE that most significantly impact its economic performance, and
(ii) the obligation to absorb losses and the right to receive benefits from the VIE which could be potentially significant. We
consider our variable interests as well as any variable interests of our related parties in making this determination. Where both
of these factors are present, we are deemed to be the primary beneficiary and we consolidate the VIE. Where either one of these
factors is not present, we are not the primary beneficiary and do not consolidate the VIE.
To assess whether we have the power to direct the activities of a VIE that most significantly impact the VIE’s
economic performance, we consider all facts and circumstances, including our role in establishing the VIE and our ongoing
rights and responsibilities. This assessment includes: (i) identifying the activities that most significantly impact the VIE’s
economic performance; and (ii) identifying which party, if any, has power over those activities. In general, the parties that make
the most significant decisions affecting the VIE or have the right to unilaterally remove those decision makers are deemed to
have the power to direct the activities of a VIE. The right to remove the decision maker in a VIE must be exercisable without
cause for the decision maker to not be deemed the party that has the power to direct the activities of a VIE.
To assess whether we have the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that
could potentially be significant to the VIE, we consider all of our economic interests, including debt and equity investments,
servicing fees and other arrangements deemed to be variable interests in the VIE. This assessment requires that we apply
judgment in determining whether these interests, in the aggregate, are considered potentially significant to the VIE. Factors
considered in assessing significance include: the design of the VIE, including its capitalization structure; subordination of
interests; payment priority; relative share of interests held across various classes within the VIE’s capital structure; and the
reasons why the interests are held by us.
Our purchased investment securities include unrated and non-investment grade rated securities issued by securitization
trusts. In certain cases, we may contract to provide special servicing activities for these trusts, or, as holder of the controlling
class, we may have the right to name and remove the special servicer for these trusts. In our role as special servicer, we provide
services on defaulted loans within the trusts, such as foreclosure or work-out procedures, as permitted by the underlying
contractual agreements. In exchange for these services, we receive a fee. These rights give us the ability to direct activities that
could significantly impact the trust’s economic performance. However, in those instances where an unrelated third party has the
right to unilaterally remove us as special servicer without cause, we do not have the power to direct activities that most
significantly impact the trust’s economic performance. We evaluated all of our positions in such investments for consolidation.
For securitization VIEs in which we are determined to be the primary beneficiary, all of the underlying assets,
liabilities and equity of the structures are recorded on our books, and the initial investment, along with any associated
unrealized holding gains and losses, are eliminated in consolidation. Similarly, the interest income earned from these structures,
as well as the fees paid by these trusts to us in our capacity as special servicer, are eliminated in consolidation. Further, a
portion of the identified servicing intangible asset associated with the servicing fee streams, and the corresponding amortization
or change in fair value of the servicing intangible asset, are also eliminated in consolidation.
We perform ongoing reassessments of: (i) whether any entities previously evaluated under the majority voting interest
framework have become VIEs, based on certain events, and therefore subject to the VIE consolidation framework, and
(ii) whether changes in the facts and circumstances regarding our involvement with a VIE causes our consolidation conclusion
regarding the VIE to change.
We elect the fair value option for initial and subsequent recognition of the assets and liabilities of our consolidated
securitization VIEs. Interest income and interest expense associated with these VIEs are no longer relevant on a standalone
basis because these amounts are already reflected in the fair value changes. We have elected to present these items in a single
line on our consolidated statements of operations. The residual difference shown on our consolidated statements of operations
in the line item “Change in net assets related to consolidated VIEs” represents our beneficial interest in the VIEs.
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We separately present the assets and liabilities of our consolidated securitization VIEs as individual line items on our
consolidated balance sheets. The liabilities of our consolidated securitization VIEs consist solely of obligations to the
bondholders of the related trusts, and are thus presented as a single line item entitled “VIE liabilities.” The assets of our
consolidated securitization VIEs consist principally of loans, but at times, also include foreclosed loans which have been
temporarily converted into real estate owned (“REO”). These assets in the aggregate are likewise presented as a single line item
entitled “VIE assets.”
Loans comprise the vast majority of our securitization VIE assets and are carried at fair value due to the election of the
fair value option. When an asset becomes REO, it is due to non-performance of the loan. Because the loan is already at fair
value, the carrying value of an REO asset is also initially at fair value. Furthermore, when we consolidate a trust, any existing
REO would be consolidated at fair value. Once an asset becomes REO, its disposition time is relatively short. As a result, the
carrying value of an REO generally approximates fair value under GAAP.
In addition to sharing a similar measurement method as the loans in a trust, the securitization VIE assets as a whole
can only be used to settle the obligations of the consolidated VIE. The assets of our securitization VIEs are not individually
accessible by the bondholders, which creates inherent limitations from a valuation perspective. Also creating limitations from a
valuation perspective is our role as special servicer, which provides us very limited visibility, if any, into the performing loans
of a trust.
REO assets generally represent a very small percentage of the overall asset pool of a trust. In new issue trusts there are
no REO assets. We estimate that REO assets constitute approximately 1% of our consolidated securitization VIE assets, with
the remaining 99% representing loans. However, it is important to note that the fair value of our securitization VIE assets is
determined by reference to our securitization VIE liabilities as permitted under Accounting Standard Update ("ASU") 2014-13,
Consolidation (Topic 810): Measuring the Financial Assets and the Financial Liabilities of a Consolidated Collateralized
Financing Entity. In other words, our VIE liabilities are more reliably measurable than the VIE assets, resulting in our current
measurement methodology which utilizes this value to determine the fair value of our securitization VIE assets as a whole. As a
result, these percentages are not necessarily indicative of the relative fair values of each of these asset categories if the assets
were to be valued individually.
Due to our accounting policy election under ASU 2014-13, separately presenting two different asset categories would
result in an arbitrary assignment of value to each, with one asset category representing a residual amount, as opposed to its fair
value. However, as a pool, the fair value of the assets in total is equal to the fair value of the liabilities.
For these reasons, the assets of our securitization VIEs are presented in the aggregate.
Fair Value Option
The guidance in ASC 825, Financial Instruments, provides a fair value option election that allows entities to make an
irrevocable election of fair value as the initial and subsequent measurement attribute for certain eligible financial assets and
liabilities. Unrealized gains and losses on items for which the fair value option has been elected are reported in earnings. The
decision to elect the fair value option is determined on an instrument by instrument basis and must be applied to an entire
instrument and is irrevocable once elected. Assets and liabilities measured at fair value pursuant to this guidance are required to
be reported separately in our consolidated balance sheets from those instruments using another accounting method.
We have elected the fair value option for certain eligible financial assets and liabilities of our consolidated
securitization VIEs, residential loans held-for-investment, loans held-for-sale originated or acquired for future securitization and
purchased CMBS issued by VIEs we could consolidate in the future. The fair value elections for VIE and securitization related
items were made in order to mitigate accounting mismatches between the carrying value of the instruments and the related
assets and liabilities that we consolidate at fair value. The fair value elections for residential loans held-for-investment were
made in order to maintain consistency across all our residential loans. The fair value elections for mortgage loans held-for-sale
were made due to the expected short-term holding period of these instruments.
Fair Value Measurements
We measure our mortgage-backed securities, investments of consolidated affordable housing fund, derivative assets
and liabilities, domestic servicing rights intangible asset and any assets or liabilities where we have elected the fair value option
at fair value. When actively quoted observable prices are not available, we either use implied pricing from similar assets and
liabilities or valuation models based on net present values of estimated future cash flows, adjusted as appropriate for liquidity,
credit, market and/or other risk factors.
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As discussed above, we measure the assets and liabilities of consolidated securitization VIEs at fair value pursuant to
our election of the fair value option. The securitization VIEs in which we invest are “static”; that is, no reinvestment is
permitted, and there is no active management of the underlying assets. In determining the fair value of the assets and liabilities
of the securitization VIEs, we maximize the use of observable inputs over unobservable inputs. Refer to Note 21 for further
discussion regarding our fair value measurements.
Business Combinations
Under ASC 805, Business Combinations, the acquirer in a business combination must recognize, with certain
exceptions, the fair values of assets acquired, liabilities assumed, and non-controlling interests when the acquisition constitutes
a change in control of the acquired entity. As goodwill is calculated as a residual, all goodwill of the acquired business, not just
the acquirer’s share, is recognized under this “full goodwill” approach. During the measurement period, a period which shall
not exceed one year, we prospectively adjust the provisional amounts recognized to reflect new information obtained about
facts and circumstances that existed as of the acquisition date that, if known, would have affected the measurement of the
amounts recognized.
We apply the asset acquisition provisions of ASC 805 in accounting for acquisitions of real estate with in-place leases
where substantially all of the fair value of the assets acquired is concentrated in either a single identifiable asset or group of
similar identifiable assets. This results in the acquired properties being recognized initially at their purchase price inclusive of
acquisition costs, which are capitalized. All other acquisitions of real estate with in-place leases are accounted for in
accordance with the business combination provisions of ASC 805. We also apply the asset acquisition provisions of ASC 805
for acquired real estate assets where a lease is entered into concurrently with the acquisition of the asset, such as in sale
leaseback transactions.
Cash and Cash Equivalents
Cash and cash equivalents include cash in banks and short‑term investments. Short‑term investments are comprised of
highly liquid instruments with original maturities of three months or less. The Company maintains its cash and cash equivalents
in multiple financial institutions and at times these balances exceed federally insurable limits.
Restricted Cash
Restricted cash includes cash and cash equivalents that are legally or contractually restricted as to withdrawal or usage
and primarily includes (i) cash collateral associated with derivative financial instruments, (ii) loan payments received by our
Infrastructure Lending Segment which are restricted by our lender and periodically applied, in part, to the outstanding balance
of the Infrastructure Lending debt facility and (iii) funds held on behalf of borrowers and tenants.
Loans Held-for-Investment
Loans that are held for investment (“HFI”) are carried at cost, net of unamortized acquisition premiums or discounts,
loan fees and origination costs, as applicable, and net of credit loss allowances as discussed below, unless we have elected to
apply the fair value option at purchase.
Loans Held-For-Sale
Our loans that we intend to sell or liquidate in the short-term are classified as held-for-sale and are carried at the lower
of amortized cost or fair value, unless we have elected to apply the fair value option at origination or purchase. We periodically
enter into derivative financial instruments to hedge unpredictable changes in fair value of loans held-for-sale, including changes
resulting from both interest rates and credit quality. Because these derivatives are not designated, changes in their fair value are
recorded in earnings. In order to best reflect the results of the hedged loan portfolio in earnings, we have elected the fair value
option for these loans. As a result, changes in the fair value of the loans are also recorded in earnings.
Investment Securities
We designate our debt investment securities as held-to-maturity (“HTM”), available-for-sale (“AFS”), or trading
depending on our investment strategy and ability to hold such securities to maturity. HTM debt securities where we have not
elected to apply the fair value option are stated at cost plus any premiums or discounts, which are amortized or accreted through
the consolidated statements of operations using the effective interest method. Debt securities we (i) do not hold for the purpose
of selling in the near-term, or (ii) may dispose of prior to maturity, are classified as AFS and are carried at fair value in the
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accompanying financial statements. Unrealized gains or losses on AFS debt securities where we have not elected the fair value
option are reported as a component of accumulated other comprehensive income (“AOCI”) in stockholders’ equity. Our HTM
and AFS debt securities are also subject to credit loss allowances as discussed below.
Our only equity investment security is carried at fair value, with unrealized holding gains and losses recorded in
earnings.
Credit Losses
Loans and Debt Securities Measured at Amortized Cost
ASC 326, Financial Instruments – Credit Losses, became effective for the Company on January 1, 2020. ASC 326
mandates the use of a current expected credit loss model (“CECL”) for estimating future credit losses of certain financial
instruments measured at amortized cost, instead of the “incurred loss” credit model previously required under GAAP. The
CECL model requires the consideration of possible credit losses over the life of an instrument as opposed to only estimating
credit losses upon the occurrence of a discrete loss event under the previous “incurred loss” methodology. The CECL model
applies to our HFI loans and our HTM debt securities which are carried at amortized cost, including future funding
commitments and accrued interest receivable related to those loans and securities. However, as permitted by ASC 326, we have
elected not to measure an allowance for credit losses on accrued interest receivable (which is classified separately on our
consolidated balance sheet), but rather write off in a timely manner by reversing interest income and/or cease accruing interest
that would likely be uncollectible. Our adoption of the CECL model resulted in a $32.3 million increase to our total allowance
for credit losses, which was recognized as a cumulative-effect adjustment to accumulated deficit as of January 1, 2020.
As we do not have a history of realized credit losses on our HFI loans and HTM securities, we have subscribed to third
party database services to provide us with historical industry losses for both commercial real estate and infrastructure loans.
Using these losses as a benchmark, we determine expected credit losses for our loans and securities on a collective basis within
our commercial real estate and infrastructure portfolios. See Note 5 for further discussion of our methodologies.
We also evaluate each loan and security measured at amortized cost for credit deterioration at least quarterly. Credit
deterioration occurs when it is deemed probable that we will not be able to collect all amounts due according to the contractual
terms of the loan or security. If a loan or security is considered to be credit deteriorated, we depart from the industry loss rate
approach described above and determine the credit loss allowance as any excess of the amortized cost basis of the loan or
security over (i) the present value of expected future cash flows discounted at the contractual effective interest rate or (ii) the
fair value of the collateral, if repayment is expected solely from the collateral.
Available-for-Sale Debt Securities
Separate provisions of ASC 326 apply to our AFS debt securities, which are carried at fair value with unrealized gains
and losses reported as a component of AOCI. We are required to establish an initial credit loss allowance for those securities
that are purchased with credit deterioration (“PCD”) by grossing up the amortized cost basis of each security and providing an
offsetting credit loss allowance for the difference between expected cash flows and contractual cash flows, both on a present
value basis. As of the January 1, 2020 effective date, no such credit loss allowance gross-up was required on our AFS debt
securities with PCD due to their individual unrealized gain positions as of that date.
Subsequently, cumulative adverse changes in expected cash flows on our AFS debt securities are recognized currently
as an increase to the allowance for credit losses. However, the allowance is limited to the amount by which the AFS debt
security’s amortized cost exceeds its fair value. Favorable changes in expected cash flows are first recognized as a decrease to
the allowance for credit losses (recognized currently in earnings). Such changes would be recognized as a prospective yield
adjustment only when the allowance for credit losses is reduced to zero. A change in expected cash flows that is attributable
solely to a change in a variable interest reference rate does not result in a credit loss and is accounted for as a prospective yield
adjustment.
Properties Held-For-Investment
Properties, net, as reported on our consolidated balance sheets, consist of commercial real estate properties held-for-
investment and are recorded at cost, less accumulated depreciation and impairments, if any. Properties consist primarily of
land, buildings and improvements. Land is not depreciated, and buildings and improvements are depreciated on a straight-line
basis over their estimated useful lives. Ordinary repairs and maintenance are expensed as incurred; major replacements and
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betterments are capitalized and depreciated on a straight-line basis over their estimated useful lives. We review properties for
impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable.
Recoverability is determined by comparing the carrying amount of the property to the undiscounted future net cash flows it is
expected to generate. If such carrying amount exceeds the expected undiscounted future net cash flows, we adjust the carrying
amount of the property to its estimated fair value.
Properties Held-For-Sale
Properties and any associated intangible assets are presented within properties held-for-sale on our consolidated
balance sheet when the sale of the property is considered probable, at which time we cease depreciation and amortization of the
property and the associated intangibles. Held-for-sale properties are reported at the lower of their carrying value or fair value
less costs to sell. There were no properties held-for-sale at December 31, 2021 or 2020.
Investments of Consolidated Affordable Housing Fund
On November 5, 2021, we established Woodstar Portfolio Holdings, LLC (the “Woodstar Fund”), an investment fund
which holds our Woodstar multifamily affordable housing portfolios consisting of 59 properties with 15,057 units located in
Central and South Florida. As managing member of the Woodstar Fund, we manage interests purchased by third party
investors seeking capital appreciation and an ongoing return, for which we earn (i) a management fee based on each investor’s
share of total Woodstar Fund equity; and (ii) an incentive distribution if the Woodstar Fund’s returns exceed an established
threshold. In connection with the establishment of the Woodstar Fund, we entered into subscription and other related
agreements with certain third party institutional investors to sell, through a feeder fund structure, an aggregate 20.6% interest in
the Woodstar Fund for an initial aggregate subscription price of $216.0 million, which was adjusted to $214.2 million post-
closing. The Woodstar Fund has an initial term of eight years.
Effective with the third party interest sale, the Woodstar Fund has the characteristics of an investment company under
ASC 946, Financial Services – Investment Companies. Accordingly, the Woodstar Fund is required to carry the investments in
its properties at fair value, with a cumulative effect adjustment between the fair value and previous carrying value of its
investments recognized in stockholders’ equity as of November 5, 2021, the date of the Woodstar Fund’s change in status to an
investment company. Such cumulative effect adjustment amounted to $1.2 billion, as reflected in our consolidated statement of
equity for the year ended December 31, 2021. Because we are the primary beneficiary of the Woodstar Fund, which is a VIE
(as discussed in Note 16), we consolidate the accounts of the Woodstar Fund into our consolidated financial statements,
retaining the fair value basis of accounting for its investments. Realized and unrealized changes in the fair value of the
Woodstar Fund’s property investments, and distributions thereon, are recognized in the “Income from affordable housing fund
investments” caption within the other income (loss) section of our consolidated statement of operations. See Note 8 for further
details regarding the Woodstar Fund’s investments and related income and Note 18 with respect to its contingently redeemable
non-controlling interests which are classified as “Temporary Equity” in our consolidated balance sheet.
Investments in Unconsolidated Entities
We own non‑controlling equity interests in various privately‑held partnerships and limited liability companies. Unless
we elect the fair value option under ASC 825, we use the fair value practicability election described below to account for
investments in which our interest is so minor that we have virtually no influence over the underlying investees. We use the
equity method to account for all other non‑controlling interests in partnerships and limited liability companies. Equity method
investments are initially recorded at cost and subsequently adjusted for our share of income or loss, as well as contributions
made or distributions received.
Our other equity investments set forth in Note 9 do not have readily determinable fair values. Therefore, we have
elected the fair value practicability exception under ASC 321, Equity Securities, whereby we measure those investments within
its scope at cost, less any impairment, plus or minus observable price changes from orderly transactions of identical or similar
investments of the same issuer. Our former investment in Federal Home Loan Bank (“FHLB”) stock, which is not within the
scope of ASC 321, was carried at cost less any impairment.
We review our equity method and other investments not subject to the fair value practicability election for impairment
whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. For our investments
under the fair value practicability election, we perform a qualitative assessment to identify impairment at the end of each
reporting period. An impairment loss is measured based on the excess of the carrying amount of an investment over its
estimated fair value. Impairment analyses are based on current plans, intended holding periods, estimated fair values of
underlying assets and available information at the time the analyses are prepared.
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Goodwill
Goodwill is not amortized, but rather tested for impairment annually or more frequently if events or changes in
circumstances indicate potential impairment. Goodwill at December 31, 2021 represents the excess of the consideration paid
over the fair value of net assets acquired in connection with the acquisitions of LNR Property LLC (“LNR”) in April 2013 and
the Infrastructure Lending Segment in September 2018 and October 2018.
In testing goodwill for impairment, we follow ASC 350, Intangibles—Goodwill and Other, which permits a qualitative
assessment of whether it is more likely than not that the fair value of a reporting unit is less than its carrying value including
goodwill. If the qualitative assessment determines that it is not more likely than not that the fair value of a reporting unit is less
than its carrying value including goodwill, then no impairment is determined to exist for the reporting unit. However, if the
qualitative assessment determines that it is more likely than not that the fair value of the reporting unit is less than its carrying
value including goodwill, or we choose not to perform the qualitative assessment, then we compare the fair value of that
reporting unit with its carrying value, including goodwill. ASU 2017-04, Goodwill and Other (Topic 350) – Simplifying the Test
for Goodwill Impairment, became effective for the Company on January 1, 2020. This ASU specifies that if the carrying value
of a reporting unit exceeds its fair value, goodwill is considered impaired with the impairment loss measured as the excess of
the reporting unit’s carrying value (inclusive of goodwill) over its fair value, eliminating the requirement that all assets and
liabilities of the reporting unit be remeasured individually in connection with measurement of goodwill impairment.
Servicing Rights Intangibles
Our identifiable intangible assets include domestic special servicing rights for which we have elected to apply the fair
value measurement method, which is necessary to conform to our election of the fair value option for measuring the assets and
liabilities of the securitization VIEs consolidated pursuant to ASC 810.
Lease Intangibles
In connection with our acquisition of properties, we recognize intangible lease assets and liabilities associated with
certain noncancelable operating leases of the acquired properties. These intangible lease assets and liabilities include in-place
lease intangible assets, favorable lease intangible assets and unfavorable lease liabilities. In-place lease intangible assets reflect
the acquired benefit of purchasing properties with in-place leases and are measured based on estimates of direct costs associated
with leasing the property and lost rental income during projected lease-up and free rent periods, both of which are avoided due
to the presence of in-place leases at the acquisition date. Favorable and unfavorable lease intangible assets and liabilities reflect
the terms of in-place tenant leases being either favorable or unfavorable relative to market terms at the acquisition date. The
estimated fair values of our favorable and unfavorable lease assets and liabilities at the respective acquisition dates represent the
discounted cash flow differential between the contractual cash flows of such leases and the estimated cash flows that
comparable leases at market terms would generate. Our intangible lease assets and liabilities are recognized within intangible
assets and other liabilities, respectively, in our consolidated balance sheets. Our in-place lease intangible assets are amortized
to amortization expense while our favorable and unfavorable lease intangible assets and liabilities where we are the lessor are
amortized to rental income. Both our favorable and unfavorable lease intangible assets and liabilities are amortized over the
remaining noncancelable term of the respective leases on a straight-line basis.
Leases
On January 1, 2019, ASC 842, Leases, became effective for the Company. ASC 842 establishes a right-of-use model
for lessee accounting which results in the recognition of most leased assets and lease liabilities on the balance sheet of the
lessee. Lessor accounting was not significantly affected by this ASC. We elected to apply the provisions of ASC 842 as of
January 1, 2019 and not to retrospectively adjust prior periods presented. Such application did not result in any cumulative-
effect adjustment as of January 1, 2019. We elected the “package of practical expedients” for transition purposes, which
permits us not to reassess under the new standard our prior conclusions about lease identification, lease classification and initial
direct costs for leases that commenced prior to January 1, 2019. We also elected not to apply the recognition provisions of ASC
842 to short-term leases, which have original lease terms of 12 months or less. As a lessor, we elected not to separate nonlease
components, such as reimbursements from tenants for common area maintenance (“CAM”), from lease components for all
classes of underlying assets, and continue to recognize such nonlease components ratably in rental income. We also elected to
continue to exclude from rental income all sales, use and other similar taxes collected from lessees. As required by ASC 842,
we no longer record as revenues and expenses lessor costs (such as property taxes) paid directly by the lessees. The application
of ASC 842 has had no material effect on our consolidated financial statements, as all of our leases, as both lessor and lessee,
are currently classified as operating leases, which are subject to essentially the same straight-line revenue and expense
recognition as in the past.
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Derivative Instruments and Hedging Activities
We record all derivatives on our consolidated balance sheets at fair value. The accounting for changes in the fair value
of derivatives depends on whether we have elected to designate a derivative in a hedging relationship and have satisfied the
criteria necessary to apply hedge accounting under GAAP. Derivatives designated and qualifying as a hedge of the exposure to
changes in the fair value of an asset, liability, or firm commitment attributable to a particular risk, such as interest rate risk, are
considered fair value hedges. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future
cash flows, or other types of forecasted transactions, are considered cash flow hedges. Hedge accounting generally provides for
the matching of the timing of gain or loss recognition on the hedging instrument with the recognition of the changes in the fair
value of the hedged asset or liability that are attributable to the hedged risk in a fair value hedge or the earnings effect of the
hedged forecasted transactions in a cash flow hedge. We regularly enter into derivative contracts that are intended to
economically hedge certain of our risks, even though the transactions may not qualify for, or we may not elect to pursue, hedge
accounting. In such cases, changes in the fair value of the derivatives are recorded in earnings.
Generally, our derivatives are subject to master netting arrangements, though we elect to present all derivative assets
and liabilities on a gross basis within our consolidated balance sheets.
Convertible Senior Notes
Effective January 1, 2021, the Company early adopted ASU 2020-06, Debt—Debt with Conversion and Other Options
(Subtopic 470-20) and Derivatives and Hedging— Contracts in Entity’s Own Equity (Subtopic 815-40), which removes certain
separation models for convertible debt instruments and convertible preferred stock that require the separation into a debt
component and an equity or derivative component. Consequently, our convertible senior notes (the “Convertible Notes”), which
were previously accounted for as having separate liability and equity components, are now accounted for as a single liability
measured at amortized cost. The standard was adopted using the modified retrospective method of transition, which resulted in
a cumulative decrease to additional paid-in capital of $3.7 million, partially offset by a cumulative decrease to accumulated
deficit of $2.2 million as of January 1, 2021.
Revenue Recognition
Interest Income
Interest income on performing loans and financial instruments is accrued based on the outstanding principal amount
and contractual terms of the instrument. For loans where we do not elect the fair value option, origination fees and direct loan
origination costs are also recognized in interest income over the loan term as a yield adjustment using the effective interest
method. When we elect the fair value option, origination fees and direct loan costs are recorded directly in income and are not
deferred. Discounts or premiums associated with the purchase of non-performing loans and investment securities are amortized
or accreted into interest income as a yield adjustment on the effective interest method, based on expected cash flows through the
expected maturity date of the investment. On at least a quarterly basis, we review and, if appropriate, make adjustments to our
cash flow projections.
We cease accruing interest on non-performing loans at the earlier of (i) the loan becoming significantly past due or (ii)
management concluding that a full recovery of all interest and principal is doubtful. Interest income on non-accrual loans in
which management expects a full recovery of the loan’s outstanding principal balance is only recognized when received in cash.
If a full recovery of principal is doubtful, the cost recovery method is applied whereby any cash received is applied to the
outstanding principal balance of the loan. A non-accrual loan is returned to accrual status at such time as the loan becomes
contractually current and management believes all future principal and interest will be received according to the contractual
loan terms.
For loans acquired with deteriorated credit quality, interest income is only recognized to the extent that our estimate of
undiscounted expected principal and interest exceeds our investment in the loan. Such excess, if any, is recognized as interest
income on a level-yield basis over the life of the loan.
Upon the sale of loans or securities which are not accounted for pursuant to the fair value option, the excess (or
deficiency) of net proceeds over the net carrying value of such loans or securities is recognized as a realized gain (loss).
116
Servicing Fees
We typically seek to be the special servicer on CMBS transactions in which we invest. When we are appointed to serve
in this capacity, we earn special servicing fees from the related activities performed, which consist primarily of overseeing the
workout of under-performing and non-performing loans underlying the CMBS transactions. These fees are recognized in
income in the period in which the services are performed and the revenue recognition criteria have been met.
Rental Income
Rental income is recognized when earned from tenants. For leases that provide rent concessions or fixed escalations
over the lease term, rental income is recognized on a straight-line basis over the noncancelable term of the lease. In net lease
arrangements, costs reimbursable from tenants are recognized in rental income in the period in which the related expenses are
incurred as we are generally the primary obligor with respect to purchasing goods and services for property operations. In
instances where the tenant is responsible for property maintenance and repairs and contracts and settles such costs directly with
third party service providers, we do not reflect those expenses in our consolidated statement of operations as the tenant is the
primary obligor.
Securitizations, Sales and Financing Arrangements
We periodically sell our financial assets, such as commercial mortgage loans, residential loans, CMBS, RMBS and
other assets. In connection with these transactions, we may retain or acquire senior or subordinated interests in the related
assets. Gains and losses on such transactions are recognized in accordance with ASC 860, Transfers and Servicing, which is
based on a financial components approach that focuses on control. Under this approach, after a transfer of financial assets that
meets the criteria for treatment as a sale—legal isolation, ability of transferee to pledge or exchange the transferred assets
without constraint, and transferred control—an entity recognizes the financial assets it retains and any liabilities it has incurred,
derecognizes the financial assets it has sold, and derecognizes liabilities when extinguished. We determine the gain or loss on
sale of the assets by allocating the carrying value of the sold asset between the sold asset and the interests retained based on
their relative fair values, as applicable. The gain or loss on sale is the difference between the cash proceeds from the sale and
the amount allocated to the sold asset. If the sold asset is being accounted for pursuant to the fair value option, there is no gain
or loss.
Deferred Financing Costs
Costs incurred in connection with debt issuance are capitalized and amortized to interest expense over the terms of the
respective debt agreements. Such costs are presented as a direct deduction from the carrying value of the related debt liability.
Acquisition and Investment Pursuit Costs
Costs incurred in connection with acquisitions of investments, loans and businesses, as well as in pursuing
unsuccessful acquisitions and investments, are recorded within acquisition and investment pursuit costs in our consolidated
statements of operations when incurred. Costs incurred in connection with acquisitions of real estate not accounted for as
business combinations are capitalized within the purchase price. These costs reflect services performed by third parties and
principally include due diligence and legal services.
Share‑Based Payments
The fair value of the restricted stock (“RSAs”) or restricted stock units (“RSUs”) granted is recorded as expense on a
straight‑line basis over the vesting period for the award, with an offsetting increase in stockholders’ equity. The fair value is
determined based upon the stock price on the grant date.
Foreign Currency Translation
Our assets and liabilities denominated in foreign currencies are translated into U.S. dollars using foreign currency
exchange rates at the end of the reporting period. Income and expenses are translated at the average exchange rates for each
reporting period. The effects of translating the assets, liabilities and income of our foreign investments held by entities with a
U.S. dollar functional currency are included in foreign currency gain (loss) in the consolidated statements of operations or other
comprehensive income (“OCI”) for debt securities available-for-sale for which the fair value option has not been elected. The
effects of translating the assets, liabilities and income of our foreign investments held by entities with functional currencies
other than the U.S. dollar are included in OCI. Realized foreign currency gains and losses and changes in the value of foreign
117
currency denominated monetary assets and liabilities are included in the determination of net income and are reported as
foreign currency gain (loss) in our consolidated statements of operations.
Income Taxes
The Company has elected to be taxed as a REIT under the Code. The Company is subject to federal income taxation at
corporate rates on its REIT taxable income, however, the Company is allowed a deduction for the amount of dividends paid to
its stockholders in arriving at its REIT taxable income. As a result, distributed net income of the Company is subjected to
taxation at the stockholder level only. The Company intends to continue operating in a manner that will permit it to maintain its
qualification as a REIT for tax purposes.
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and
liabilities for financial reporting purposes and the amounts used for income tax purposes. The Company evaluates the
realizability of its deferred tax assets and recognizes a valuation allowance if, based on the available evidence, both positive and
negative, it is more likely than not that some portion or all of its deferred tax assets will not be realized. When evaluating the
realizability of its deferred tax assets, the Company considers, among other matters, estimates of expected future taxable
income, nature of current and cumulative losses, existing and projected book/tax differences, tax planning strategies available,
and the general and industry specific economic outlook. This realizability analysis is inherently subjective, as it requires the
Company to forecast its business and general economic environment in future periods.
We recognize tax positions in the financial statements only when it is more likely than not that, based on the technical
merits of the tax position, the position will be sustained upon examination by the relevant taxing authority. A tax position is
measured at the largest amount of benefit that will more likely than not be realized upon settlement. If, as a result of new events
or information, a recognized tax position no longer is considered more likely than not to be sustained upon examination, a
liability is established for the unrecognized benefit with a corresponding charge to income tax expense in our consolidated
statement of operations. We report interest and penalties, if any, related to income tax matters as a component of income tax
expense.
Earnings Per Share
We present both basic and diluted earnings per share (“EPS”) amounts in our financial statements. Basic EPS excludes
dilution and is computed by dividing income available to common stockholders by the weighted-average number of shares of
common stock outstanding for the period. Diluted EPS reflects the maximum potential dilution that could occur from (i) our
share-based compensation, consisting of unvested RSAs and RSUs, (ii) shares contingently issuable to our Manager, (iii) the
conversion options associated with our Convertible Notes (see Notes 12 and 19) and (iv) non-controlling interests that are
redeemable with our common stock (see Note 18). Potential dilutive shares are excluded from the calculation if they have an
anti-dilutive effect in the period.
Nearly all of the Company’s unvested RSUs and RSAs contain rights to receive non-forfeitable dividends and thus are
participating securities. In addition, the non-controlling interests that are redeemable with our common stock are considered
participating securities because they earn a preferred return indexed to the dividend rate on our common stock (see Note 18).
Due to the existence of these participating securities, the two-class method of computing EPS is required, unless another
method is determined to be more dilutive. Under the two-class method, undistributed earnings are reallocated between shares of
common stock and participating securities. For the years ended December 31, 2021, 2020 and 2019, the two-class method
resulted in the most dilutive EPS calculation.
Concentration of Credit Risk
Financial instruments that potentially subject us to concentrations of credit risk consist primarily of cash investments,
CMBS, RMBS, loan investments and interest receivable. We may place cash investments in excess of insured amounts with
high quality financial institutions. We perform an ongoing analysis of credit risk concentrations in our investment portfolio by
evaluating exposure to various counterparties, markets, underlying property types, contract terms, tenant mix and other credit
metrics.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial
statements, as well as the reported amounts of revenues and expenses during the reporting periods. The most significant and
118
subjective estimate that we make is the projection of cash flows we expect to receive on our investments, which has a
significant impact on the amount of income that we record and/or disclose. In addition, the fair value of assets and liabilities
that are estimated using a discounted cash flows method is significantly impacted by the rates at which we estimate market
participants would discount the expected cash flows.
We believe the estimates and assumptions underlying our consolidated financial statements are reasonable and
supportable based on the information available as of December 31, 2021. However, uncertainty over the ultimate impact the
COVID-19 pandemic, including variants and resurgences, will have on the global economy generally, and our business in
particular, makes any estimates and assumptions as of December 31, 2021 inherently less certain than they would be absent the
current and potential impacts of COVID-19. Actual results may ultimately differ from those estimates.
Recent Accounting Developments
On March 12, 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848) – Facilitation of the Effects
of Reference Rate Reform on Financial Reporting, and on January 11, 2021, issued ASU 2021-01, Reference Rate Reform
(Topic 848) – Scope, both of which provide optional expedients and exceptions for applying GAAP to contracts, hedging
relationships and other transactions that reference LIBOR or other reference rates expected to be discontinued because of
reference rate reform. These ASUs are effective through December 31, 2022. The Company has not adopted any of the optional
expedients or exceptions through December 31, 2021, but will continue to evaluate the possible adoption of any such
expedients or exceptions during the effective period as circumstances evolve.
3. Acquisitions and Divestitures
Investing and Servicing Segment Property Portfolio
During the year ended December 31, 2019, our Investing and Servicing Segment acquired $8.6 million in net assets of
a commercial real estate property from a CMBS trust for a gross purchase price of $8.8 million. This property, aggregated with
the controlling interests in 12 remaining commercial real estate properties acquired from CMBS trusts prior to December 31,
2018, comprise the Investing and Servicing Segment Property Portfolio (the “REIS Equity Portfolio”). There were no
significant acquisitions of properties during the years ended December 31, 2021 and 2020. When the properties are acquired
from CMBS trusts that are consolidated as VIEs on our balance sheet, the acquisitions are reflected as repayment of debt of
consolidated VIEs in our consolidated statements of cash flows.
During the year ended December 31, 2021, we sold two properties within the REIS Equity Portfolio for $68.7 million.
In connection with these sales, we recognized a total gain of $22.2 million within gain on sale of investments and other assets in
our consolidated statement of operations. During the year ended December 31, 2020, we sold a property within the REIS Equity
Portfolio for $24.1 million. In connection with this sale, we recognized a gain of $7.4 million within gain on sale of investments
and other assets in our consolidated statement of operations. During the year ended December 31, 2019, we sold four properties
within the Investing and Servicing Segment for $145.9 million. In connection with these sales, we recognized a total gain of
$59.7 million within gain on sale of investments and other assets in our consolidated statement of operations, of which $5.3
million was attributable to non-controlling interests.
Commercial and Residential Lending Segment
During the year ended December 31, 2021, we sold an operating property within the Commercial and Residential
Lending Segment relating to a grocery distribution facility located in Montgomery, Alabama that was previously acquired in
March 2019 through foreclosure of a loan with a carrying value of $9.0 million ($20.9 million unpaid principal balance net of
an $8.3 million allowance and $3.6 million of unamortized discount) at the foreclosure date. The operating property was sold
for $31.2 million and we recognized a gain of $17.7 million within gain on sale of investments and other assets in our
consolidated statements of operations. There were no properties sold within the Commercial and Residential Lending Segment
during the years ended December 31, 2020 and 2019.
Ireland Portfolio Sale
On December 23, 2019, we sold the U.S. entity which held the net assets related to our Ireland Portfolio, which was
comprised of 11 office properties and one multifamily property all located in Dublin Ireland. The properties within the entity
were sold for a gross purchase price of €530.0 million. After certain adjustments, including a €20.7 million tax withholding
which was treated as a reduction of purchase price, the net purchase price was €507.6 million, plus estimated net working
capital. In connection with the transaction, the buyer assumed our existing third party debt totaling €316.3 million. Our basis
119
in these assets was €394.7 million, net of €67.5 million of accumulated depreciation. The resulting gain, after selling costs, was
€108.0 (or $119.7) million. This amount was included within gain on sale of investments and other assets in our consolidated
statement of operations for the year ended December 31, 2019.
Upon receipt of the net proceeds from the sale, we unwound all of our foreign currency hedges related to this portfolio,
which had a fair value of $16.6 million at the unwind date.
Woodstar Fund
On November 5, 2021, we established the Woodstar Fund and sold a 20.6% interest to third parties. See further
discussion in Notes 2 and 8.
4. Restricted Cash
A summary of our restricted cash as of December 31, 2021 and 2020 is as follows (amounts in thousands):
Cash collateral for derivative financial instruments . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash restricted by lender . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Funds held on behalf of borrowers and tenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other restricted cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
As of December 31,
2021
2020
$
$
55,032 $
46,059
3,420
41
104,552 $
89,323
42,992
19,517
7,113
158,945
120
5. Loans
Our loans held-for-investment are accounted for at amortized cost and our loans held-for-sale are accounted for at the
lower of cost or fair value, unless we have elected the fair value option for either. The following tables summarize our
investments in mortgages and loans as of December 31, 2021 and 2020 (dollars in thousands):
December 31, 2021
Loans held-for-investment:
Commercial loans:
Carrying
Value
Face
Amount
Weighted
Average
Coupon (1)
Weighted
Average Life
(“WAL”)
(years)(2)
First mortgages (3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Subordinated mortgages (4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Mezzanine loans (3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total commercial loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Infrastructure first priority loans (5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Residential loans, fair value option (6) . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total loans held-for-investment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Loans held-for-sale:
Residential, fair value option (6) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Commercial, fair value option . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total loans held-for-sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
12,991,099 $
13,067,524
70,771
417,504
17,424
13,496,798
2,048,096
59,225
72,371
415,155
19,029
13,574,079
2,071,912
60,133
15,604,119
15,706,124
2,590,005
286,795
2,876,800
2,525,910
289,761
2,815,671
Total gross loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
18,480,919 $
18,521,795
Credit loss allowances:
Commercial loans held-for-investment . . . . . . . . . . . . . . . . . . . . . . . . . . .
Infrastructure loans held-for-investment . . . . . . . . . . . . . . . . . . . . . . . . . .
Total allowances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total net loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
(46,600)
(20,670)
(67,270)
18,413,649
December 31, 2020
Loans held-for-investment:
Commercial loans:
First mortgages (3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Subordinated mortgages (4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Mezzanine loans (3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total commercial loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Infrastructure first priority loans (5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Residential loans, fair value option (6) . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total loans held-for-investment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Loans held-for-sale:
Residential, fair value option (6) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Commercial, fair value option . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Infrastructure, lower of cost or fair value (5) . . . . . . . . . . . . . . . . . . . . . . .
8,931,772 $
8,978,373
71,185
620,319
30,284
9,653,560
1,420,273
90,684
72,257
619,352
33,626
9,703,608
1,439,940
86,796
11,164,517
11,230,344
841,963
90,332
120,540
820,807
90,789
120,900
Total loans held-for-sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,052,835
1,032,496
Total gross loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
12,217,352 $
12,262,840
Credit loss allowances:
Commercial loans held-for-investment . . . . . . . . . . . . . . . . . . . . . . . . . . .
Infrastructure loans held-for-investment . . . . . . . . . . . . . . . . . . . . . . . . . .
Total allowances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total net loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
(69,611)
(7,833)
(77,444)
12,139,908
4.6 %
9.8 %
9.4 %
8.2 %
4.4 %
6.0 %
4.2 %
4.0 %
5.3 %
8.8 %
10.1 %
8.9 %
4.4 %
6.0 %
6.0 %
3.9 %
3.1 %
1.9
2.8
1.4
2.1
4.3
N/A (7)
N/A (7)
9.0
1.5
2.8
1.6
1.8
4.3
N/A (7)
N/A (7)
10.0
3.2
121
______________________________________________________________________________________________________________________
(1)
(2)
(3)
(4)
(5)
(6)
(7)
Calculated using LIBOR or other applicable index rates as of December 31, 2021 and 2020 for variable rate loans.
Represents the WAL of each respective group of loans as of the respective balance sheet date. The WAL of each
individual loan is calculated using amounts and timing of future principal payments, as projected at origination or
acquisition.
First mortgages include first mortgage loans and any contiguous mezzanine loan components because as a whole, the
expected credit quality of these loans is more similar to that of a first mortgage loan. The application of this
methodology resulted in mezzanine loans with carrying values of $1.4 billion and $877.3 million being classified as
first mortgages as of December 31, 2021 and 2020, respectively.
Subordinated mortgages include B-Notes and junior participation in first mortgages where we do not own the senior
A-Note or senior participation. If we own both the A-Note and B-Note, we categorize the loan as a first mortgage loan.
During the year ended December 31, 2021, $61.3 million of infrastructure loans held-for-sale were reclassified into
loans held-for-investment. During the year ended December 31, 2020, $104.3 million of infrastructure loans held-for-
sale were reclassified into loans held-for-investment and $174.6 million of infrastructure loans held-for-investment
were reclassified into loans held-for-sale.
During the year ended December 31, 2021, $94.2 million of residential loans held-for-sale were reclassified into loans
held-for-investment and $125.4 million of residential loans held-for-investment were reclassified into loans held-for-
sale. During the year ended December 31, 2020, $575.3 million of residential loans held-for-investment were
reclassified into loans held-for-sale.
Residential loans have a weighted average remaining contractual life of 29.4 years and 27.9 years as of December 31,
2021 and 2020, respectively.
As of December 31, 2021, our variable rate loans held-for-investment were as follows (dollars in thousands):
December 31, 2021
Commercial loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 13,190,863
2,048,096
Infrastructure loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total variable rate loans held-for-investment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 15,238,959
Carrying
Value
Weighted-average
Spread Above Index
4.1 %
3.8 %
4.1 %
Credit Loss Allowances
As discussed in Note 2, we do not have a history of realized credit losses on our HFI loans and HTM securities, so we
have subscribed to third party database services to provide us with industry losses for both commercial real estate and
infrastructure loans. Using these losses as a benchmark, we determine expected credit losses for our loans and securities on a
collective basis within our commercial real estate and infrastructure portfolios.
For our commercial loans, we utilize a loan loss model that is widely used among banks and commercial mortgage
REITs and is marketed by a leading CMBS data analytics provider. It employs logistic regression to forecast expected losses at
the loan level based on a commercial real estate loan securitization database that contains activity dating back to 1998. We
provide specific loan-level inputs which include loan-to-stabilized-value (“LTV”) and debt service coverage ratio (DSCR)
metrics, as well as principal balances, property type, location, coupon, origination year, term, subordination, expected
repayment dates and future fundings. We also select from a group of independent five-year macroeconomic forecasts included
in the model that are updated regularly based on current economic trends. We categorize the results by LTV range, which we
consider the most significant indicator of credit quality for our commercial loans, as set forth in the credit quality indicator table
below. A lower LTV ratio typically indicates a lower credit loss risk.
The macroeconomic forecasts do not differentiate among property types or asset classes. Instead, these forecasts
reference general macroeconomic growth factors which apply broadly across all assets. However, the COVID-19 pandemic has
had a more negative impact on certain property types, principally retail and hospitality, which were initially impacted by
lockdowns and partial reopenings and reduced consumer travel. The office sector has also been adversely affected due to the
increase in remote working arrangements. The broad macroeconomic forecasts do not account for such differentiation.
Accordingly, we have selected a more adverse macroeconomic recovery forecast related to these property types in determining
our credit loss allowance.
122
For our infrastructure loans, we utilize a database of historical infrastructure loan performance that is shared among a
consortium of banks and other lenders and compiled by a major bond credit rating agency. The database is representative of
industry-wide project finance activity dating back to 1983. We derive historical loss rates from the database filtered by industry,
sub-industry, term and construction status for each of our infrastructure loans. Those historical loss rates reflect global
economic cycles over a long period of time as well as average recovery rates. We categorize the results between the power and
oil and gas industries, which we consider the most significant indicator of credit quality for our infrastructure loans, as set forth
in the credit quality indicator table below.
As discussed in Note 2, we use a discounted cash flow or collateral value approach, rather than the industry loan loss
approach described above, to determine credit loss allowances for any credit deteriorated loans.
We regularly evaluate the extent and impact of any credit deterioration associated with the performance and/or value
of the underlying collateral, as well as the financial and operating capability of the borrower. Specifically, the collateral’s
operating results and any cash reserves are analyzed and used to assess (i) whether cash flow from operations is sufficient to
cover the debt service requirements currently and into the future, (ii) the ability of the borrower to refinance the loan and/or (iii)
the collateral’s liquidation value. We also evaluate the financial wherewithal of any loan guarantors as well as the borrower’s
competency in managing and operating the collateral. In addition, we consider the overall economic environment, real estate or
industry sector, and geographic sub-market in which the borrower operates. Such analyses are completed and reviewed by asset
management and finance personnel who utilize various data sources, including (i) periodic financial data such as property
operating statements, occupancy, tenant profile, rental rates, operating expenses, the borrower’s exit plan, and capitalization and
discount rates, (ii) site inspections and (iii) current credit spreads and discussions with market participants.
The significant credit quality indicators for our loans measured at amortized cost, which excludes loans held-for-sale,
were as follows as of December 31, 2021 (dollars in thousands):
As of December 31, 2021
2021
2020
2019
2018
2017
Prior
Term Loans
Amortized Cost Basis by Origination Year
Revolving
Loans
Amortized
Cost
Total
Total
Amortized
Cost Basis
Credit
Loss
Allowance
Commercial loans:
Credit quality indicator:
LTV < 60% . . . . . . . . .
LTV 60% - 70% . . . . . .
LTV > 70% . . . . . . . . .
Credit deteriorated . . . .
Defeased and other . . . .
$ 2,270,678 $ 778,838 $ 1,294,515 $ 534,351 $ 639,455 $ 313,089 $
— $ 5,830,926 $
11,831
3,766,294
248,021
1,127,493
571,726
737,069
273,417
379,452
395,793
—
—
—
—
—
—
—
—
—
—
—
—
82,329
61,929
4,925
17,424
—
—
—
—
5,795,863
1,847,660
4,925
17,424
21,502
8,342
4,925
—
Total commercial . . .
$ 6,774,041 $ 1,300,276 $ 2,801,460 $ 1,501,870 $ 639,455 $ 479,696 $
— $ 13,496,798 $
46,600
Infrastructure loans:
Credit quality indicator:
Power . . . . . . . . . . . . . .
$ 211,788 $ 82,103 $ 228,634 $ 427,794 $ 120,348 $ 235,177 $
8,529 $ 1,314,373 $
Oil and gas . . . . . . . . . .
297,588
15,442
241,866
97,471
45,068
—
—
—
—
—
—
34,385
1,903
—
699,338
34,385
$ 509,376 $ 97,545 $ 470,500 $ 525,265 $ 165,416 $ 269,562 $ 10,432 $ 2,048,096 $
Credit deteriorated . . . .
Total infrastructure .
Residential loans held-for-
investment, fair value
option . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
59,225
Loans held-for-sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,876,800
4,705
5,844
10,121
20,670
—
—
Total gross loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 18,480,919 $
67,270
Non-Credit Deteriorated Loans
As of December 31, 2021, we had the following loans with a combined amortized cost basis of $456.5 million that
were 90 days or greater past due at December 31, 2021: (i) a $199.1 million senior loan on a retail and entertainment project in
New Jersey, of which $7.3 million was converted into equity interests (see Note 9); (ii) a $219.8 million senior loan on an
office building in California; (iii) a $9.2 million loan on a hospitality asset in New York that our Investing and Servicing
Segment acquired as nonperforming in October 2021; and (iv) $28.4 million of residential loans. Loans on nonaccrual as of
December 31, 2021 include (i) above and a $32.7 million mezzanine loan secured by an office building in Texas. We also own
a participating interest in the senior mortgage loan which was current as of December 31, 2021. None of these loans are
considered credit deteriorated as we presently expect to recover all amounts due.
123
Credit Deteriorated Loans
As of December 31, 2021, we had the following loans with a combined amortized cost basis of $39.3 million which
were deemed credit deteriorated and are on nonaccrual status: (i) a $34.4 million senior loan participation secured by a natural
gas-fired power plant in Massachusetts, for which we recorded a credit loss allowance of $10.1 million in 2021 based on our
share of the estimated fair value of the asset and for which interest collections were current as of December 31, 2021; and (ii) a
$4.9 million subordinated loan secured by a department store in Chicago.
Foreclosures
In April 2021, we foreclosed on certain credit deteriorated loans related to a residential conversion project located in
New York City, which resulted in our obtaining physical possession of the underlying collateral. The net carrying value of the
loans related to this project totaled $100.5 million and consisted of: (i) a first mortgage and mezzanine loan with a net carrying
value of $71.5 million, for which we consolidated the underlying property collateral in October 2020 when we obtained control
over certain pledged equity interests of the borrower; and (ii) a first mortgage loan with a net carrying value of $29.0 million
that was not subject to the pledged equity interests and thus continued to be reflected as a loan on our consolidated balance
sheet until the April 2021 foreclosure. See Note 7 for further detail.
The following tables present the activity in our credit loss allowance for funded loans and unfunded commitments
(amounts in thousands):
Year Ended December 31, 2021
Credit loss allowance at December 31, 2020 . . . . . . . . . . . . . . . . . . . . . $
Credit loss (reversal) provision, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Charge-offs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Recoveries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Transfers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Credit loss allowance at December 31, 2021 . . . . . . . . . . . . . . . . . . . . . $
Funded Commitments Credit Loss Allowance
Loans Held-for-Investment
Commercial
Infrastructure
Total
Funded Loans
$
69,611
(7,947)
(14,807) (1)
—
(257)
46,600
$
7,833 $
12,580
—
—
257
20,670 $
77,444
4,633
(14,807)
—
—
67,270
Year Ended December 31, 2021
Credit loss allowance at December 31, 2020 . . . . . . . . . . . . . . . . . . . . . $
Credit loss provision (reversal), net . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Credit loss allowance at December 31, 2021 . . . . . . . . . . . . . . . . . . . . . $
Memo: Unfunded commitments as of December 31, 2021 (3) . . . . . . . . $
______________________________________________________________________________________________________________________
Unfunded Commitments Credit Loss Allowance (2)
Loans Held-for-Investment
Commercial
Infrastructure
Total
5,258
1,434
6,692
2,236,598
$
$
$
812 $
(667)
145 $
6,070
767
6,837
15,430 $ 2,252,028
(1)
(2)
(3)
Relates to a $7.8 million unsecured promissory note deemed uncollectible in connection with a residential conversion
project located in New York City and a $7.0 million subordinated mortgage note deemed uncollectible in connection
with a vacant department store in the Chicago area. Both notes were previously considered credit deteriorated and
were fully reserved at or prior to write-off.
Included in accounts payable, accrued expenses and other liabilities in our consolidated balance sheets.
Represents amounts expected to be funded (see Note 23).
124
Loan Portfolio Activity
The activity in our loan portfolio was as follows (amounts in thousands):
Year Ended December 31, 2021
Balance at December 31, 2020 . . . . . . . . . . . .
Acquisitions/originations/additional funding .
Capitalized interest (1) . . . . . . . . . . . . . . . . . .
Basis of loans sold (2) . . . . . . . . . . . . . . . . . .
Loan maturities/principal repayments . . . . . .
Discount accretion/premium amortization . . .
Changes in fair value . . . . . . . . . . . . . . . . . . .
Foreign currency translation gain/(loss), net .
Credit loss reversal (provision), net . . . . . . . .
Loan foreclosure and conversion to equity
interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Transfer to/from other asset classifications or
between segments . . . . . . . . . . . . . . . . . . . . .
Balance at December 31, 2021 . . . . . . . . . . . .
Year Ended December 31, 2020
Balance at December 31, 2019 . . . . . . . . . . .
Cumulative effect of ASC 326 effective
January 1, 2020 . . . . . . . . . . . . . . . . . . . . . .
Acquisitions/originations/additional funding
Capitalized interest (1) . . . . . . . . . . . . . . . . .
Basis of loans sold (2) . . . . . . . . . . . . . . . . . .
Loan maturities/principal repayments . . . . . .
Discount accretion/premium amortization . .
Changes in fair value . . . . . . . . . . . . . . . . . .
Foreign currency translation gain/(loss), net
Credit loss (provision) reversal, net . . . . . . .
Transfer to/from other asset classifications .
Balance at December 31, 2020 . . . . . . . . . . .
Held-for-Investment Loans
Infrastructure
Residential
Commercial
$ 9,583,949 $
7,822,441
112,178
(307,454)
(3,508,969)
52,416
—
(71,419)
7,947
1,412,440 $
817,104
—
(12,678)
(304,878)
5,028
—
(711)
(12,580)
90,684 $
—
4,308
—
(31,251)
—
1,186
—
—
Held-for-Sale Loans
1,052,835
5,351,034
2,650
(3,856,736)
(352,711)
504
67,864
—
—
$
Total Loans
12,139,908
13,990,579
119,136
(4,176,868)
(4,197,809)
57,948
69,050
(72,130)
(4,633)
(36,308)
—
—
—
(36,308) (3)
(204,583)
$ 13,450,198 $
123,701
2,027,426 $
(5,702)
59,225 $
611,360
2,876,800
524,776 (4)
$
18,413,649
Held-for-Investment Loans
Commercial
$ 8,517,054
Infrastructure
$ 1,397,448 $ 671,572 $
Residential
Held-for-Sale Loans
884,150
Total Loans
$
11,470,224
(10,112)
2,753,782
143,818
(443,793)
(1,398,991)
39,642
—
102,748
(48,711)
(71,488) (5)
(10,328)
278,694
195
—
(189,288)
2,447
—
1,096
2,495
(70,319)
—
100,720
—
(604)
(90,273)
—
(15,382)
—
—
(575,349)
—
2,204,203
—
(2,862,606)
(142,644)
110
148,506
(1,291)
125
822,282 (6)
$ 9,583,949
$ 1,412,440 $
90,684 $
1,052,835
$
(20,440)
5,337,399
144,013
(3,307,003)
(1,821,196)
42,199
133,124
102,553
(46,091)
105,126
12,139,908
Held-for-Investment Loans
Infrastructure Residential Held-for-Sale Loans
— $
Commercial
Year Ended December 31, 2019
Balance at December 31, 2018 . . . . . . . . $ 7,075,577 $ 1,456,779 $
Acquisitions/originations/additional
funding . . . . . . . . . . . . . . . . . . . . . . .
Capitalized interest (1) . . . . . . . . . . . . .
Basis of loans sold (2) . . . . . . . . . . . . . .
Loan maturities/principal repayments . . .
Discount accretion/premium amortization
Changes in fair value . . . . . . . . . . . . . .
Foreign currency translation gain/(loss),
net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Credit loss provision, net . . . . . . . . . . . .
Loan foreclosures . . . . . . . . . . . . . . . . .
Transfer to/from other asset classifications
Balance at December 31, 2019 . . . . . . . . . $ 8,517,054 $ 1,397,448 $ 671,572 $
4,161,584
110,632
(743,425)
(2,172,068)
30,128
—
394,697
—
(106)
(62,704)
38,050
(2,616)
(27,303)
46,495
(832,998)
2,072
—
—
—
—
340,999
—
(3,314)
—
902,053
—
—
—
(1,314)
(127,144)
Loans
Transferred
As Secured
Borrowings
Total Loans
1,187,552 $
74,346 $ 9,794,254
3,636,380
—
(3,567,859)
(162,376)
2,841
72,915
2,105
(1,196)
—
(286,212)
884,150 $
—
—
—
9,094,714
110,632
(4,311,390)
(74,692) (3,304,838)
35,387
71,601
346
—
40,155
—
(7,126)
—
(27,303)
—
—
(25,862)
— $ 11,470,224
125
______________________________________________________________________________________________________________________
(1) Represents accrued interest income on loans whose terms do not require current payment of interest.
(2) See Note 13 for additional disclosure on these transactions.
(3) Includes (i) a $29.0 million credit deteriorated loan related to a residential conversion project which was foreclosed in April
2021 and (ii) $7.3 million of a commercial loan that was converted to equity interests in March 2021 (see Note 9) pursuant
to a consensual transfer under pre-existing equity pledges of additional collateral, both as described above.
(4) Net transfers represent residential loans transferred from VIE assets upon redemption of three consolidated RMBS trusts.
(5) Represents the net carrying value of credit deteriorated first mortgage and contiguous mezzanine loans related to a
residential conversion project located in New York City that was eliminated as a result of consolidating the net assets of the
borrower entities upon exercising control over their pledged equity interests in October 2020.
(6) Includes $176.6 million of residential loans transferred from VIE assets upon redemption of a consolidated RMBS trust.
6. Investment Securities
Investment securities were comprised of the following as of December 31, 2021 and 2020 (amounts in thousands):
Carrying Value as of
RMBS, available-for-sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
RMBS, fair value option (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
CMBS, fair value option (1), (2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
HTM debt securities, amortized cost net of credit loss allowance of $8,610 and $5,675 .
Equity security, fair value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Subtotal—Investment securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
VIE eliminations (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total investment securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
______________________________________________________________________________________________________________________
December 31, 2021
143,980 $
250,424
1,263,606
683,136
11,624
2,352,770
(1,491,786)
860,984 $
December 31, 2020
167,349
235,997
1,209,030
538,605
11,247
2,162,228
(1,425,570)
736,658
(1)
(2)
Certain fair value option CMBS and RMBS are eliminated in consolidation against VIE liabilities pursuant to ASC
810.
Includes $182.6 million and $179.5 million of non-controlling interests in the consolidated entities which hold certain
of these CMBS as of December 31, 2021 and 2020, respectively.
Purchases, sales, principal collections and redemptions for all investment securities were as follows (amounts in
thousands):
RMBS,
available-for-sale
RMBS, fair
value option
CMBS, fair
value option
HTM
Securities
Securitization
VIEs (1)
Total
Year Ended December 31, 2021
Purchases . . . . . . . . . . . . . . . . . . . . . . $
Sales . . . . . . . . . . . . . . . . . . . . . . . . . .
Principal collections . . . . . . . . . . . . .
Redemptions . . . . . . . . . . . . . . . . . . .
Year Ended December 31, 2020
Purchases/fundings . . . . . . . . . . . . . . $
Sales . . . . . . . . . . . . . . . . . . . . . . . . . .
Principal collections . . . . . . . . . . . . .
Redemptions . . . . . . . . . . . . . . . . . . .
Year Ended December 31, 2019
Purchases . . . . . . . . . . . . . . . . . . . . . $
Sales . . . . . . . . . . . . . . . . . . . . . . . . . .
Principal collections . . . . . . . . . . . . .
— $ 168,825 $
—
30,722
—
30,684
63,144
51,187
71,476 $ 198,358 $
38,714
7,732
—
—
54,725
—
(240,301) $ 198,358
—
87,450
—
(69,398)
(68,873)
(51,187)
— $ 282,368 $
—
26,000
—
135,567
44,197
10,474
49,416 $ 22,408 $
37,867
30,079
—
—
52,704
—
(331,784) $
(165,494)
(69,447)
(10,474)
22,408
7,940
83,533
—
— $ 120,103 $ 238,213 $ 91,162 $
—
26,929
—
167,383
150,365
40,490
41,501
16,500
(351,220) $
(184,540)
(45,642)
98,258
7,326
205,660
126
______________________________________________________________________________________________________________________
(1)
Represents RMBS and CMBS, fair value option amounts eliminated due to our consolidation of securitization VIEs.
These amounts are reflected as issuance or repayment of debt of, or distributions from, consolidated VIEs in our
consolidated statements of cash flows.
RMBS, Available-for-Sale
The Company classified all of its RMBS not eliminated in consolidation as available-for-sale as of December 31, 2021
and 2020. These RMBS are reported at fair value in the balance sheet with changes in fair value recorded in accumulated other
comprehensive income (“AOCI”).
The tables below summarize various attributes of our investments in available-for-sale RMBS as of December 31,
2021 and 2020 (amounts in thousands):
Amortized
Cost
Credit
Loss
Allowance
Net
Basis
Unrealized Gains or (Losses)
Recognized in AOCI
Gross
Unrealized
Losses
Net
Fair Value
Adjustment
Gross
Unrealized
Gains
Fair Value
December 31, 2021
RMBS . . . . . . . . . . . . . . . . . . . . $ 103,027 $
December 31, 2020
RMBS . . . . . . . . . . . . . . . . . . . . $ 123,292 $
— $ 103,027 $ 41,052 $
(99) $ 40,953 $ 143,980
— $ 123,292 $ 44,123 $
(66) $ 44,057 $ 167,349
December 31, 2021
RMBS
______________________________________________________________________________________________________________________
Weighted Average
Coupon (1)
WAL
(Years) (2)
1.3 %
5.3
(1)
(2)
Calculated using the December 31, 2021 one-month LIBOR rate of 0.101% for floating rate securities.
Represents the remaining WAL of each respective group of securities as of the balance sheet date. The WAL of each
individual security is calculated using projected amounts and projected timing of future principal payments.
As of December 31, 2021, approximately $126.4 million, or 88%, of RMBS were variable rate. We purchased all of
the RMBS at a discount, a portion of which is accreted into income over the expected remaining life of the security. The
majority of the income from this strategy is earned from the accretion of this accretable discount.
We have engaged a third party manager who specializes in RMBS to execute the trading of RMBS, the cost of which
was $0.9 million, $0.8 million and $1.5 million for the years ended December 31, 2021, 2020 and 2019, respectively, recorded
as management fees in the accompanying consolidated statements of operations.
The following table presents the gross unrealized losses and estimated fair value of any available-for-sale securities
that were in an unrealized loss position as of December 31, 2021 and 2020, and for which an allowance for credit losses has not
been recorded (amounts in thousands):
Estimated Fair Value
Unrealized Losses
Securities with a
loss less than
12 months
Securities with a
loss greater than
12 months
Securities with a
loss less than
12 months
Securities with a
loss greater than
12 months
As of December 31, 2021
RMBS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
As of December 31, 2020
RMBS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
2,478 $
— $
(99) $
438 $
1,195 $
(25) $
—
(41)
As of December 31, 2021 and 2020, there were one and two securities, respectively, with unrealized losses reflected in
the table above. After evaluating the securities and recording adjustments for credit losses, we concluded that the remaining
unrealized losses reflected above were noncredit-related and would be recovered from the securities’ estimated future cash
flows. We considered a number of factors in reaching this conclusion, including that we did not intend to sell the securities, it
was not considered more likely than not that we would be forced to sell the securities prior to recovering our amortized cost,
and there were no material credit events that would have caused us to otherwise conclude that we would not recover our cost.
127
Credit losses are calculated by comparing (i) the estimated future cash flows of each security discounted at the yield determined
as of the initial acquisition date or, if since revised, as of the last date previously revised, to (ii) our net amortized cost basis.
Significant judgment is used in projecting cash flows for our non-agency RMBS. As a result, actual income and/or credit losses
could be materially different from what is currently projected and/or reported.
CMBS and RMBS, Fair Value Option
As discussed in the “Fair Value Option” section of Note 2 herein, we elect the fair value option for certain CMBS and
RMBS in an effort to eliminate accounting mismatches resulting from the current or potential consolidation of securitization
VIEs. As of December 31, 2021, the fair value and unpaid principal balance of CMBS where we have elected the fair value
option, excluding the notional value of interest-only securities and before consolidation of securitization VIEs, were $1.3 billion
and $2.8 billion, respectively. As of December 31, 2021, the fair value and unpaid principal balance of RMBS where we have
elected the fair value option, excluding the notional value of interest-only securities and before consolidation of securitization
VIEs, were $250.4 million and $127.4 million, respectively. The $1.5 billion total fair value balance of CMBS and RMBS
represents our economic interests in these assets. However, as a result of our consolidation of securitization VIEs, the vast
majority of this fair value (all except $22.2 million at December 31, 2021) is eliminated against VIE liabilities before arriving at
our GAAP balance for fair value option investment securities.
As of December 31, 2021, $98.2 million of our CMBS were variable rate and none of our RMBS were variable rate.
HTM Debt Securities, Amortized Cost
The table below summarizes our investments in HTM debt securities as of December 31, 2021 and 2020 (amounts in
thousands):
Amortized
Cost Basis
Credit Loss
Allowance
Net Carrying
Amount
Gross Unrealized
Holding Gains
Gross Unrealized
Holding Losses
Fair Value
December 31, 2021
CMBS . . . . . . . . . . . . . . . . . . . . . . $ 538,506 $
Preferred interests . . . . . . . . . . . . .
Infrastructure bonds . . . . . . . . . . . .
118,409
34,831
Total . . . . . . . . . . . . . . . . . . . . . $ 691,746 $
(3,140) $ 535,366 $
(2,562)
(2,908)
(8,610) $ 683,136 $
115,847
31,923
195 $
450
561
1,206 $
(25,029) $ 510,532
(2,449) 113,848
32,484
(27,478) $ 656,864
—
December 31, 2020
CMBS . . . . . . . . . . . . . . . . . . . . . . $ 339,059 $
Preferred interests . . . . . . . . . . . . .
Infrastructure bonds . . . . . . . . . . . .
166,614
38,607
Total . . . . . . . . . . . . . . . . . . . . . $ 544,280 $
— $ 339,059 $
(2,749)
(2,926)
(5,675) $ 538,605 $
163,865
35,681
— $
432
415
847 $
(23,286) $ 315,773
(913) 163,384
36,096
(24,199) $ 515,253
—
The following table presents the activity in our credit loss allowance for HTM debt securities (amounts in thousands):
Year Ended December 31, 2021
Credit loss allowance at December 31, 2020 . . . . . . . . . . . . . . . $
Credit loss provision (reversal), net . . . . . . . . . . . . . . . . . . . . . .
Credit loss allowance at December 31, 2021 . . . . . . . . . . . . . . . $
— $
3,140
3,140 $
2,749 $
(187)
2,562 $
2,926 $
(18)
2,908 $
5,675
2,935
8,610
CMBS
Preferred
Interests
Infrastructure
Bonds
Total HTM
Credit Loss
Allowance
128
The table below summarizes the maturities of our HTM debt securities by type as of December 31, 2021 (amounts in
thousands):
Less than one year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
One to three years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Three to five years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
CMBS
313,960 $
23,000
198,406
—
535,366 $
Preferred
Interests
Infrastructure
Bonds
90,970 $
24,877
—
—
115,847 $
— $
—
807
31,116
31,923 $
Total
404,930
47,877
199,213
31,116
683,136
Equity Security, Fair Value
During 2012, we acquired 9,140,000 ordinary shares from a related-party in Starwood European Real Estate Finance
Limited (“SEREF”), a debt fund that is externally managed by an affiliate of our Manager and is listed on the London Stock
Exchange. The fair value of the investment remeasured in USD was $11.6 million and $11.2 million as of December 31, 2021
and 2020, respectively. As of December 31, 2021, our shares represent an approximate 2% interest in SEREF.
7. Properties
Our properties are held within the following portfolios:
Medical Office Portfolio
The Medical Office Portfolio is comprised of 34 medical office buildings acquired during the year ended December
31, 2016. These properties, which collectively comprise 1.9 million square feet, are geographically dispersed throughout the
U.S. and primarily affiliated with major hospitals or located on or adjacent to major hospital campuses. The Medical Office
Portfolio includes total gross properties and lease intangibles of $763.1 million and debt of $594.4 million as of December 31,
2021.
Master Lease Portfolio
The Master Lease Portfolio is comprised of 16 retail properties geographically dispersed throughout the U.S., with
more than 50% of the portfolio, by carrying value, located in Florida, Texas and Minnesota. These properties, which we
acquired in September 2017, collectively comprise 1.9 million square feet and were leased back to the seller under corporate
guaranteed master net lease agreements with initial terms of 24.6 years and periodic rent escalations. The Master Lease
Portfolio includes total gross properties of $343.8 million and debt of $193.0 million as of December 31, 2021.
Investing and Servicing Segment Property Portfolio
The REIS Equity Portfolio is comprised of 13 commercial real estate properties and one equity interest in an
unconsolidated commercial real estate property which were acquired from CMBS trusts during the previous five years. The
REIS Equity Portfolio includes total gross properties and lease intangibles of $226.7 million and debt of $160.8 million as of
December 31, 2021.
Woodstar Portfolios
As of December 31, 2020, our properties also reflected the carrying values of our Woodstar I and Woodstar II
Portfolios, which are now carried at fair value on an unconsolidated basis within “Investments of affordable housing fund” on
our consolidated balance sheet as of December 31, 2021. Refer to Notes 2 and 8 for further details.
129
The table below summarizes our properties held as of December 31, 2021 and December 31, 2020 (dollars in
thousands):
Property Segment
Depreciable Life
December 31, 2021
December 31, 2020
Land and land improvements . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Buildings and building improvements . . . . . . . . . . . . . . . . . . . . . .
Furniture & fixtures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
0 - 15 years
0 - 45 years
3 - 5 years
$
175,810 $
851,274
260
484,846
1,690,701
59,632
Investing and Servicing Segment
Land and land improvements . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Buildings and building improvements . . . . . . . . . . . . . . . . . . . . . .
Furniture & fixtures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
0 - 15 years
3 - 40 years
2 - 5 years
41,771
149,399
3,143
Commercial and Residential Lending Segment (1)
Land and land improvements . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
0 - 7 years
Buildings and building improvements . . . . . . . . . . . . . . . . . . . . . . 10 - 20 years
Construction in progress . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Properties, cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less: accumulated depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Properties, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
N/A
$
9,691
12,408
104,088
1,347,844
(181,457)
1,166,387 $
50,585
179,014
2,606
11,416
19,251
75,245
2,573,296
(302,143)
2,271,153
______________________________________________________________________________________________________________________
(1)
Represents properties acquired through loan foreclosure. Refer to Note 5 with respect to the construction in progress
properties relating to a residential conversion project.
During the year ended December 31, 2021, we sold two operating properties within the REIS Equity Portfolio for
$68.7 million and recognized a total gain of $22.2 million within gain on sale of investments and other assets in our
consolidated statement of operations. Also during the year ended December 31, 2021, we sold an operating property within the
Commercial and Residential Lending Segment for $31.2 million and recognized a gain of $17.7 million within gain on sale of
investments and other assets in our consolidated statement of operations. Refer to Note 3 for further discussion.
During the year ended December 31, 2020, we sold an operating property and an outparcel within the REIS Equity
Portfolio for $25.0 million and recognized a gain of $7.9 million within gain on sale of investments and other assets in our
consolidated statement of operations, of which $0.1 million was attributable to non-controlling interests.
During the year ended December 31, 2019, we sold $407.2 million of net property assets relating to the Ireland
Portfolio. Refer to Note 3 for further discussion. Also during the year ended December 31, 2019, we sold four operating
properties within the REIS Equity Portfolio for $145.9 million. In connection with these REIS Equity Portfolio sales, we
recognized a total gain of $59.7 million within gain on sale of investments and other assets in our consolidated statement of
operations, of which $5.3 million was attributable to non-controlling interests.
Future rental payments due to us from tenants under existing non-cancellable operating leases for each of the next five
years and thereafter are as follows (in thousands):
2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2024 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2025 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2026 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
$
75,549
64,886
58,806
53,890
42,118
202,756
498,005
130
8. Investments of Consolidated Affordable Housing Fund
As discussed in Note 2, we established the Woodstar Fund effective November 5, 2021, an investment fund which
holds our Woodstar multifamily affordable housing portfolios. In connection therewith, we sold interests of 20.6% in the
Woodstar Fund to third party institutional investors for initial cash proceeds of $216.0 million, which was adjusted to $214.2
million post-closing. The Woodstar portfolios consist of the following:
Woodstar I Portfolio
The Woodstar I Portfolio is comprised of 32 affordable housing communities with 8,948 units concentrated primarily
in the Tampa, Orlando and West Palm Beach metropolitan areas. During the year ended December 31, 2015, we acquired 18 of
the 32 affordable housing communities of the Woodstar I Portfolio, with the final 14 communities acquired during the year
ended December 31, 2016. The Woodstar I Portfolio includes properties at fair value of $1.2 billion and debt at fair value of
$755.4 million as of December 31, 2021.
Woodstar II Portfolio
The Woodstar II Portfolio is comprised of 27 affordable housing communities with 6,109 units concentrated primarily
in Central and South Florida. We acquired eight of the 27 affordable housing communities in December 2017, with the final 19
communities acquired during the year ended December 31, 2018. The Woodstar II Portfolio includes properties at fair value of
$1.1 billion and debt at fair value of $545.7 million as of December 31, 2021.
Income from the Woodstar Fund’s investments reflects the following components for the period from November 5,
2021 through December 31, 2021 (in thousands):
Distributions from affordable housing fund investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Unrealized change in fair value of investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income from affordable housing fund investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
6,023
402
6,425
November 5, 2021 -
December 31, 2021
9. Investments in Unconsolidated Entities
The table below summarizes our investments in unconsolidated entities as of December 31, 2021 and 2020 (dollars in
thousands):
Participation /
Ownership % (1)
Carrying value as of
December 31, 2021
December 31, 2020
Equity method investments:
Equity interest in a natural gas power plant . . . . . . . . . . . . . . . . .
Investor entity which owns equity in an online real estate
company (2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Equity interest in and advances to a residential mortgage
originator (3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Various . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
10%
50%
N/A
25% - 50%
Other equity investments:
Equity interest in a servicing and advisory business (2) . . . . . . . .
Investment funds which own equity in a loan servicer and other
real estate assets (2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investor entities which own equity interests in two entertainment
and retail centers (4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Various, including FHLB stock at December 31, 2020 . . . . . . . .
2%
4% - 6%
15%
N/A
______________________________________________________________________________________________________________________
$
26,255 $
25,095
5,206
20,327
12,528
64,316
12,955
4,194
7,320
1,312
25,781
90,097 $
$
9,397
17,852
10,374
62,718
17,584
7,267
—
20,485
45,336
108,054
131
(1)
(2)
(3)
(4)
None of these investments are publicly traded and therefore quoted market prices are not available.
During the year ended December 31, 2021, we received capital distributions totaling $12.2 million, which reduced the
carrying value of three of our investments.
Includes a $4.5 million subordinated loan as of both December 31, 2021 and 2020.
During the year ended December 31, 2021, we obtained equity interests in two investor entities that own interests in
two entertainment and retail centers in satisfaction of $7.3 million principal amount of a commercial loan. The
interests were obtained in order to facilitate repayment of a portion of that loan for which these interests represented
underlying collateral. The interests are entitled to preferred treatment in the distribution waterfall and are intended to
repay us the $7.3 million principal amount of the loan plus interest. See further discussion in Note 5.
As of December 31, 2021, the carrying value of our equity investment in a residential mortgage originator exceeded
the underlying equity in net assets of such investee by $1.6 million. This difference is the result of the Company recording its
investment in the investee at its acquisition date fair value, which included certain non-amortizing intangible assets not
recognized by the investee. Should the Company determine these intangible assets held by the investee are impaired, the
Company will recognize such impairment loss through earnings from unconsolidated entities in our consolidated statement of
operations, otherwise, such difference between the carrying value of our equity investment in the residential mortgage
originator and the underlying equity in the net assets of the residential mortgage originator will continue to exist.
Other than our equity interest in the residential mortgage originator, there were no differences between the carrying
value of our equity method investments and the underlying equity in the net assets of the investees as of December 31, 2021.
During the year ended December 31, 2021, we did not become aware of (i) any observable price changes in our other
equity investments accounted for under the fair value practicability election or (ii) any indicators of impairment.
10. Goodwill and Intangibles
Goodwill
Infrastructure Lending Segment
The Infrastructure Lending Segment’s goodwill of $119.4 million at both December 31, 2021 and 2020 represents the
excess of consideration transferred over the fair value of net assets acquired on September 19, 2018 and October 15, 2018. The
goodwill recognized is attributable to value embedded in the acquired Infrastructure Lending Segment’s lending platform and is
fully tax deductible over 15 years.
As discussed in Note 2, goodwill is tested for impairment at least annually. Based on our quantitative assessment
during the fourth quarter of 2021, we determined that the fair value of the Infrastructure Lending Segment reporting unit to
which goodwill is attributed exceeded its carrying value including goodwill. Therefore, we concluded that the goodwill
attributed to the Infrastructure Lending Segment was not impaired.
LNR Property LLC (“LNR”)
The Investing and Servicing Segment’s goodwill of $140.4 million at both December 31, 2021 and 2020 represents the
excess of consideration transferred over the fair value of net assets of LNR acquired on April 19, 2013. The goodwill
recognized is attributable to value embedded in LNR’s existing platform, which includes a network of commercial real estate
asset managers, work-out specialists, underwriters and administrative support professionals as well as proprietary historical
performance data on commercial real estate assets. The tax deductible component of this goodwill as of April 19, 2013 was
$149.9 million and is deductible over 15 years.
Based on our qualitative assessment during the fourth quarter of 2021, we determined that it is not more likely than not
that the fair value of the Investing and Servicing Segment reporting unit to which goodwill is attributed is less than its carrying
value including goodwill. Therefore, we concluded that the goodwill attributed to the Investing and Servicing Segment was not
impaired.
Future changes in the expectations of the impact of COVID-19 on our operations, financial performance and cash
flows could cause our goodwill to be impaired.
132
Intangible Assets
Servicing Rights Intangibles
In connection with the LNR acquisition, we identified domestic servicing rights that existed at the purchase date, based
upon the expected future cash flows of the associated servicing contracts. As of December 31, 2021 and 2020, the balance of
the domestic servicing intangible was net of $42.1 million and $41.4 million, respectively, which was eliminated in
consolidation pursuant to ASC 810 against VIE assets in connection with our consolidation of securitization VIEs. Before
VIE consolidation, as of December 31, 2021 and 2020, the domestic servicing intangible had a balance of $58.9 million and
$54.6 million, respectively, which represents our economic interest in this asset.
Lease Intangibles
In connection with our acquisitions of commercial real estate, we recognized in-place lease intangible assets and
favorable lease intangible assets associated with certain non-cancelable operating leases of the acquired properties.
The following table summarizes our intangible assets, which are comprised of servicing rights intangibles and lease
intangibles, as of December 31, 2021 and 2020 (amounts in thousands):
Gross Carrying
Value
As of December 31, 2021
Accumulated
Amortization
Net Carrying
Value
Gross Carrying
Value
As of December 31, 2020
Accumulated
Amortization
Net Carrying
Value
Domestic servicing rights, at
fair value . . . . . . . . . . . . . . $
16,780 $
— $
16,780 $
13,202 $
— $
13,202
In-place lease intangible
assets . . . . . . . . . . . . . . . . .
Favorable lease intangible
94,712
(62,721)
31,991
133,203
(92,540)
40,663
assets . . . . . . . . . . . . . . . . .
Total net intangible assets . . $
23,746
135,238 $
(8,953)
(71,674) $
14,793
63,564 $
24,181
170,586 $
(7,929)
(100,469) $
16,252
70,117
The following table summarizes the activity within intangible assets for the years ended December 31, 2021 and 2020
(amounts in thousands):
Balance as of January 1, 2020
Amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Changes in fair value due to changes in inputs and assumptions
Balance as of December 31, 2020
Amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Changes in fair value due to changes in inputs and assumptions
Balance as of December 31, 2021
Domestic
Servicing
Rights
In-place Lease
Intangible
Assets
Favorable
Lease
Intangible
Assets
$
$
$
16,917 $
—
—
(3,715)
13,202 $
—
—
3,578
16,780 $
50,910 $
(10,077)
(170)
—
40,663 $
(8,116)
(556)
—
31,991 $
17,873 $
(1,621)
—
—
16,252 $
(1,387)
(72)
—
14,793 $
Total
85,700
(11,698)
(170)
(3,715)
70,117
(9,503)
(628)
3,578
63,564
The following table sets forth the estimated aggregate amortization of our in-place lease intangible assets and
favorable lease intangible assets for the next five years and thereafter (amounts in thousands):
2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2024 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2025 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2026 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
7,618
6,043
4,650
3,775
2,754
21,944
46,784
133
Lease Liabilities
In connection with our acquisition of certain properties within our Medical Office Portfolio, we recognized aggregate
unfavorable lease liabilities of $4.8 million with a weighted average life of 9.7 years at acquisition. The liability balance was
$1.5 million and $1.9 million as of December 31, 2021 and 2020, respectively.
11. Secured Borrowings
Secured Financing Agreements
The following table is a summary of our secured financing agreements in place as of December 31, 2021 and 2020
(dollars in thousands):
Current
Maturity
Extended
Maturity (a)
Weighted Average
Pricing
Pledged Asset
Carrying
Value
Maximum
Facility Size
December 31,
2021
December 31,
2020
Outstanding Balance at
Repurchase Agreements:
Commercial Loans . . . . . . . . . .
Aug 2022 to
Jul 2026
(b)
Jun 2025 to
Dec 2030
(b)
Index + 2.00%
(c) $
9,141,387
$ 10,485,460 (d) $
6,556,438
$
4,878,939
N/A
Index + 2.02%
2,244,663
2,850,000
LIBOR + 2.00%
455,391
650,000
1,744,225
379,095
22,590
232,961
Sep 2022 to
May 2031
(e)
Dec 2022 to
Nov 2031
(e)
(f)
1,166,352
819,979
688,146 (g)
620,763
LIBOR + 1.99%
226,634
350,000
174,130
53,554
Residential Loans . . . . . . . . . . .
Infrastructure Loans . . . . . . . . .
Conduit Loans . . . . . . . . . . . . . .
Jul 2022 to
Dec 2023
Sep 2024
Feb 2022 to
Jun 2024
Sep 2026
Feb 2023 to
Jun 2025
CMBS/RMBS . . . . . . . . . . . . . .
Total Repurchase
Agreements . . . . . . . . . .
Other Secured Financing:
Borrowing Base Facility . . . . . .
Nov 2024
Commercial Financing
Facilities . . . . . . . . . . . . . . . .
Dec 2023 to
Jan 2024
Residential Financing Facility . .
Sep 2022
Infrastructure Acquisition
Facility . . . . . . . . . . . . . . . . .
N/A
Infrastructure Financing
Facilities . . . . . . . . . . . . . . . .
Jul 2022 to
Oct 2022
Oct 2026
Jan 2026 to
Dec 2030
Sep 2025
N/A
Oct 2024 to
Jul 2027
Property Mortgages - Fixed rate
Nov 2024 to
Sep 2029
(i)
Property Mortgages - Variable
rate . . . . . . . . . . . . . . . . . . . .
Nov 2022 to
Dec 2025
Term Loan and Revolver . . . . . .
Federal Home Loan Bank . . . . .
(k)
N/A
N/A
N/A
N/A
N/A
13,234,427
15,155,439
9,542,034
5,808,807
SOFR + 2.11%
600,525
750,000 (h)
213,478
43,014
Index + 1.81%
3.00%
N/A
208,022
396,201
243,476
250,000
167,476
102,018
81,218
215,024
—
—
—
467,450
Index + 2.01%
1,042,292
1,250,000
855,646
538,645
389,586
272,522
272,522
1,077,528
4.35%
(j)
(k)
N/A
699,124
N/A (k)
—
734,350
938,753
—
712,493
788,753
—
3,112,386
12,654,420
(13,350)
(64,220)
960,903
645,000
396,000
4,424,782
10,233,589
(13,569)
(73,830)
$ 12,576,850
$ 10,146,190
Total Other Secured Financing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3,335,750
4,439,101
Unamortized net discount . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unamortized deferred financing costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 16,570,177
$ 19,594,540
______________________________________________________________________________________________________________________
(a) Subject to certain conditions as defined in the respective facility agreement.
(b) For certain facilities, borrowings collateralized by loans existing at maturity may remain outstanding until such loan
collateral matures, subject to certain specified conditions.
(c) Certain facilities with an outstanding balance of $2.1 billion as of December 31, 2021 are indexed to GBP LIBOR,
EURIBOR, BBSY and SONIA. The remainder are indexed to USD LIBOR or SOFR.
(d) Certain facilities with an aggregate initial maximum facility size of $9.4 billion may be increased to $10.5 billion,
subject to certain conditions. The $10.5 billion amount includes such upsizes.
(e) Certain facilities with an outstanding balance of $276.9 million as of December 31, 2021 carry a rolling 11-month or
12-month term which may reset monthly or quarterly with the lender's consent. These facilities carry no maximum
facility size.
(f) A facility with an outstanding balance of $240.8 million as of December 31, 2021 has a weighted average fixed annual
interest rate of 3.20%. All other facilities are variable rate with a weighted average rate of LIBOR + 1.71%.
(g) Includes: (i) $240.8 million outstanding on a repurchase facility that is not subject to margin calls; and (ii) $35.8
million outstanding on one of our repurchase facilities that represents the 49% pro rata share owed by a non-
controlling partner in a consolidated joint venture (see Note 16).
134
(h) The maximum facility size as of December 31, 2021 of $650.0 million is scheduled to decline to $450.0 million as of
March 31, 2022 and may be increased to $750.0 million, subject to certain conditions.
(i) The weighted average maturity is 5.5 years as of December 31, 2021.
(j)
Includes a $600.0 million first mortgage and mezzanine loan secured by our Medical Office Portfolio. This debt has a
weighted average interest rate of LIBOR + 2.07% that we swapped to a fixed rate of 3.34%. The remainder have a
weighted average rate of LIBOR + 2.39%.
(k) Consists of: (i) a $788.8 million term loan facility that matures in July 2026, of which $391.0 million has an annual
interest rate of LIBOR + 2.50% and $397.8 million (the “Incremental Borrowings”) has an annual interest rate of
LIBOR + 3.25%, subject to a 0.75% LIBOR floor, and (ii) a $150.0 million revolving credit facility that matures in
April 2026 with an annual interest rate of SOFR + 2.50%. These facilities are secured by the equity interests in certain
of our subsidiaries which totaled $5.5 billion as of December 31, 2021.
As of December 31, 2021, the above table no longer reflects property mortgages of the Woodstar Portfolios, which as
discussed in Notes 2 and 8, are now reflected within “Investments of consolidated affordable housing fund” on our consolidated
balance sheet.
In the normal course of business, the Company is in discussions with its lenders to extend, amend or replace any
financing facilities which contain near term expirations.
During the year ended December 31, 2021, we entered into mortgage loans to upsize and reprice a portion of our
Woodstar I and Woodstar II Portfolio debt. We borrowed a total of $462.9 million, of which $222.0 million was used to repay
a portion of our existing mortgage loans. The mortgage loan related to Woodstar I for $380.0 million carries a two-year term,
with three one-year extension options, and has an annual interest rate of LIBOR + 2.11%. In connection with this upsize, we
acquired an interest rate cap with a strike of 1.00%. The mortgage loans related to Woodstar II for $82.9 million carry seven-
year terms and a weighted average fixed annual interest rate of 4.36%.
In September 2021, we amended the Term Loan facility to increase the Incremental Borrowings by $150.0 million and
reduce the annual interest rate by 0.25% to LIBOR + 3.25% on all the Incremental Borrowings, subject to a 0.75% LIBOR
floor. Additionally, we increased the maximum facility size of the revolver by $30.0 million to $150.0 million, reduced the
annual rate by 0.50% to SOFR + 2.50% and extended the maturity from July 2024 to April 2026.
Our secured financing agreements contain certain financial tests and covenants. As of December 31, 2021, we were in
compliance with all such covenants.
We seek to mitigate risks associated with our repurchase agreements by managing risk related to the credit quality of
our assets, interest rates, liquidity, prepayment speeds and market value. The margin call provisions under the majority of our
repurchase facilities, consisting of 66% of these agreements, do not permit valuation adjustments based on capital market events
and are limited to collateral-specific credit marks generally determined on a commercially reasonable basis. To monitor credit
risk associated with the performance and value of our loans and investments, our asset management team regularly reviews our
investment portfolios and is in regular contact with our borrowers, monitoring performance of the collateral and enforcing our
rights as necessary. For the 34% of repurchase agreements which do permit valuation adjustments based on capital market
events, approximately 7% of these pertain to our loans held-for-sale, for which we manage credit risk through the purchase of
credit index instruments. We further seek to manage risks associated with our repurchase agreements by matching the
maturities and interest rate characteristics of our loans with the related repurchase agreement.
For the years ended December 31, 2021, 2020 and 2019, approximately $35.6 million, $36.4 million and
$34.3 million, respectively, of amortization of deferred financing costs from secured financing agreements was included in
interest expense on our consolidated statements of operations.
As of December 31, 2021, JPMorgan Chase Bank, N.A. and Morgan Stanley Bank, N.A. held collateral sold under
certain of our repurchase agreements with carrying values that exceeded the respective repurchase obligations by $667.2 million
and $660.4 million, respectively. The weighted average extended maturities of those repurchase agreements were 3.7 and 3.8
years, respectively.
135
Collateralized Loan Obligations and Single Asset Securitization
Commercial and Residential Lending Segment
In July 2021, we contributed into a single asset securitization, STWD 2021-HTS, a previously originated $230.0
million first mortgage and mezzanine loan on a portfolio of 41 extended stay hotels with $210.1 million of third party financing.
In May 2021, we refinanced a pool of our commercial loans held-for-investment through a CLO, STWD 2021-FL2.
On the closing date, the CLO issued $1.3 billion of notes and preferred shares, of which $1.1 billion of notes was purchased by
third party investors. We retained $70.1 million of notes, along with preferred shares with a liquidation preference of $127.5
million. The CLO contains a reinvestment feature that, subject to certain eligibility criteria, allows us to contribute new loans or
participation interests in loans to the CLO in exchange for cash. During the year ended December 31, 2021, we utilized the
reinvestment feature, contributing $58.6 million of additional interests into the CLO.
In August 2019, we refinanced a pool of our commercial loans held-for-investment through a CLO, STWD 2019-FL1.
On the closing date, the CLO issued $1.1 billion of notes and preferred shares, of which $936.4 million of notes was purchased
by third party investors. We retained $86.6 million of notes, along with preferred shares with a liquidation preference of $77.0
million. The CLO contains a reinvestment feature that, subject to certain eligibility criteria, allows us to contribute new loans or
participation interests in loans to the CLO in exchange for cash. During the years ended December 31, 2021, 2020 and 2019 we
utilized the reinvestment feature, contributing $261.9 million, $134.7 million and $88.1 million, respectively, of additional
interests into the CLO.
Infrastructure Lending Segment
In April 2021, we refinanced a pool of our infrastructure loans held-for-investment through a CLO, STWD 2021-SIF1.
On the closing date, the CLO issued $500.0 million of notes and preferred shares, of which $410.0 million of notes was
purchased by third party investors. We retained preferred shares with a liquidation preference of $90.0 million. The CLO
contains a reinvestment feature that, subject to certain eligibility criteria, allows us to contribute new loans or participation
interests in loans to the CLO in exchange for cash. During the year ended December 31, 2021, we utilized the reinvestment
feature, contributing $45.9 million of additional interests into the CLO.
The following table is a summary of our CLOs and our SASB as of December 31, 2021 and 2020 (amounts in
thousands):
December 31, 2021
STWD 2019-FL1
Collateral assets . . . . . . . . . . . .
Financing . . . . . . . . . . . . . . . . .
STWD 2021-FL2
Collateral assets . . . . . . . . . . . .
Financing . . . . . . . . . . . . . . . . .
STWD 2021-SIF1
Collateral assets . . . . . . . . . . . .
Financing . . . . . . . . . . . . . . . . .
STWD 2021-HTS
Collateral assets . . . . . . . . . . . .
Financing . . . . . . . . . . . . . . . . .
Total
Count
Face
Amount
Carrying
Value
Weighted
Average Spread
24 $
1,092,887 $
1,103,513
LIBOR + 4.19%
936,375
933,049
SOFR + 1.63%
1,272,133
1,077,375
1,279,678
LIBOR + 4.22%
1,069,691
LIBOR + 1.78%
Maturity
November 2024
July 2038
February 2025
April 2038
(a)
(c)
(a)
(c)
491,299
410,000
230,000
210,091
506,666
LIBOR + 3.91%
(a)
405,319
LIBOR + 2.15% (c)
March 2026
April 2032
230,587
LIBOR + 4.12%
208,057
LIBOR + 2.48%
(a)
(c)
April 2026
April 2034
1
25
1
31
1
1
1
(b)
(d)
(b)
(d)
(b)
(d)
(b)
(d)
Collateral assets . . . . . . . . . . . . . . . . . . . . . . . . . . .
Financing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
$
3,086,319 $
3,120,444
2,633,841 $
2,616,116
December 31, 2020
STWD 2019-FL1
Collateral assets . . . . . . . . . . . .
Financing . . . . . . . . . . . . . . . . .
23 $
1,002,445 $
1,099,439
LIBOR + 3.93%
1
936,375
930,554
LIBOR + 1.64%
(a)
(c)
April 2024
July 2038
(b)
(d)
___________________________________________________________________________________________________________________________________
136
(a)
(b)
(c)
(d)
Represents the weighted-average coupon earned on variable rate loans during the respective year-to-date period. Of the
loans financed by the STWD 2021-FL2 CLO as of December 31, 2021, 7% earned fixed-rate weighted average interest
of 7.49%. Of the loans financed by the STWD 2021-SIF1 CLO as of December 31, 2021, 2% earned fixed-rate
weighted average interest of 5.62%.
Represents the weighted-average maturity, assuming the extended contractual maturity of the collateral assets.
Represents the weighted-average cost of financing incurred during the respective year-to-date period, inclusive of
deferred issuance costs.
Repayments of the CLOs and SASB are tied to timing of the related collateral asset repayments. The term of the CLOs
and SASB financing obligations represents the legal final maturity date.
We incurred $26.9 million of issuance costs in connection with the CLOs and SASB, which are amortized on an
effective yield basis over the estimated life of the CLOs and SASB. For the years ended December 31, 2021, 2020 and 2019,
approximately $5.7 million, $2.5 million and $0.9 million, respectively, of amortization of deferred financing costs was
included in interest expense on our consolidated statements of operations. As of December 31, 2021 and 2020, our unamortized
issuance costs were $17.7 million and $5.8 million, respectively.
The CLOs and SASB are considered VIEs, for which we are deemed the primary beneficiary. We therefore
consolidate the CLOs and SASB. Refer to Note 16 for further discussion.
Maturities
Our credit facilities generally require principal to be paid down prior to the facilities’ respective maturities if and when
we receive principal payments on, or sell, the investment collateral that we have pledged. The following table sets forth our
principal repayments schedule for secured financings based on the earlier of (i) the extended contractual maturity of each credit
facility or (ii) the extended contractual maturity of each of the investments that have been pledged as collateral under the
respective credit facility (amounts in thousands):
Repurchase
Agreements
Other Secured
Financing
CLOs and
SASB (a)
Total
123,448 $ 2,251,930
2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,068,288 $
2,560,642
643,689
2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,854,291
445,272
2024 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4,017,460
497,976
2025 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3,908,252
923,456
2026 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
695,686
—
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 9,542,034 $ 3,112,386 $ 2,633,841 $ 15,288,261
60,194 $
826,666
319,918
256,299
1,207,092
442,217
1,090,287
1,089,101
3,263,185
1,777,704
253,469
______________________________________________________________________________________________________________________
(a)
For the CLOs, the above does not assume utilization of their reinvestment features. The SASB does not have a
reinvestment feature.
137
12. Unsecured Senior Notes
The following table is a summary of our unsecured senior notes outstanding as of December 31, 2021 and 2020
(dollars in thousands):
Coupon
Rate
Effective
Rate (1)
Maturity
Date
2021 Senior Notes ..........................
2023 Senior Notes ..........................
2023 Convertible Notes ..................
2024 Senior Notes ..........................
2025 Senior Notes ..........................
2026 Senior Notes ..........................
N/A
5.50 %
4.38 %
3.75 %
4.75 % (2)
3.63 %
N/A
N/A
5.71 % 11/1/2023
4.57 %
4/1/2023
3.94 % 12/31/2024
5.04 % 3/15/2025
3.77 % 7/15/2026
Remaining
Period of
Amortization
N/A
1.8 years
1.2 years
3.0 years
3.2 years
4.5 years
Total principal amount ...................................................................................................................
Unamortized discount—Convertible Notes ........................................................................................
Unamortized discount—Senior Notes ................................................................................................
Unamortized deferred financing costs ................................................................................................
Carrying amount of debt components ............................................................................................ $
Carrying amount of conversion option equity components recorded in additional paid-in capital
for outstanding convertible notes ......................................................................................................
______________________________________________________________________________________________________________________
Carrying Value at
December 31, 2021
$
— $
December 31, 2020
700,000
300,000
250,000
—
500,000
—
1,750,000
(2,559)
(9,332)
(5,589)
1,732,520
300,000
250,000
400,000
500,000
400,000
1,850,000
(578)
(10,067)
(10,765)
1,828,590 $
N/A $
3,755
(1)
(2)
Effective rate includes the effects of underwriter purchase discount.
The coupon on the 2025 Senior Notes is 4.75%. At closing, we swapped $470.0 million of the notes to a floating rate
of LIBOR + 2.53%.
Senior Notes Due December 2021
On December 16, 2016, we issued $700.0 million of 5.00% Senior Notes due 2021 (the “2021 Senior Notes”). On
September 15, 2021, we redeemed $400.0 million of our 2021 Senior Notes and the remaining $300.0 million was repaid upon
maturity on December 15, 2021.
Senior Notes Due November 2023
On November 2, 2020, we issued $300.0 million of 5.50% Senior Notes due 2023 (the “2023 Senior Notes”). The
2023 Senior Notes mature on November 1, 2023. Prior to August 1, 2023, we may redeem some or all of the 2023 Senior
Notes at a price equal to 100% of the principal amount thereof, plus the applicable “make-whole” premium as of the applicable
date of redemption. On and after August 1, 2023, we may redeem some or all of the 2023 Senior Notes at a price equal to
100% of the principal amount thereof. In addition, prior to November 1, 2022, we may redeem up to 40% of the 2023 Senior
Notes at the applicable redemption price using the proceeds of certain equity offerings.
Senior Notes Due 2024
On December 15, 2021, we issued $400.0 million of 3.75% Senior Notes due 2024 (the "2024 Senior Notes"). The
2024 Senior Notes mature on December 31, 2024. Prior to September 30, 2024, we may redeem some or all of the 2024 Senior
Notes at a price equal to 100% of the principal amount thereof, plus the applicable “make-whole” premium as of the applicable
date of redemption. On and after September 30, 2024, we may redeem some or all of the 2024 Senior Notes at a price equal to
100% of the principal amount thereof. In addition, prior to September 30, 2024, we may redeem up to 40% of the 2024 Senior
Notes at the applicable redemption price using the proceeds of certain equity offerings.
Senior Notes Due 2025
On December 4, 2017, we issued $500.0 million of 4.75% Senior Notes due 2025 (the “2025 Senior Notes”). The 2025
Notes mature on March 15, 2025. Prior to September 15, 2024, we may redeem some or all of the 2025 Senior Notes at a price
equal to 100% of the principal amount thereof, plus the applicable “make-whole” premium as of the applicable date of
redemption. On and after September 15, 2024, we may redeem some or all of the 2025 Senior Notes at a price equal to 100%
of the principal amount thereof. In addition, prior to March 15, 2021, we may redeem up to 40% of the 2025 Senior Notes at the
138
applicable redemption price using the proceeds of certain equity offerings. The 2025 Senior Notes were swapped to floating
rate (see Note 14).
Senior Notes Due 2026
On July 14, 2021, we issued $400.0 million of 3.625% Senior Notes due 2026 (the “2026 Senior Notes”). The 2026
Senior Notes mature on July 15, 2026. Prior to January 15, 2026, we may redeem some or all of the 2026 Senior Notes at a
price equal to 100% of the principal amount thereof, plus the applicable “make-whole” premium as of the applicable date of
redemption. On and after January 15, 2026, we may redeem some or all of the 2026 Senior Notes at a price equal to 100% of
the principal amount thereof. In addition, prior to July 15, 2023, we may redeem up to 40% of the 2026 Senior Notes at the
applicable redemption price using the proceeds of certain equity offerings.
Our unsecured senior notes contain certain financial tests and covenants. As of December 31, 2021, we were in
compliance with all such covenants.
Convertible Senior Notes
On March 29, 2017, we issued $250.0 million of 4.375% Convertible Senior Notes due 2023 (the “2023 Convertible
Notes”) which remain outstanding at December 31, 2021 and mature on April 1, 2023.
During the year ended December 31, 2019, we settled the remaining $78.0 million principal amount of our 4.00%
Convertible Senior Notes due 2019 through the issuance of 3.6 million shares of common stock and cash payments of $12.0
million.
We recognized interest expense of $11.6 million, $12.2 million and $12.3 million during the years ended December
31, 2021, 2020 and 2019, respectively, from our Convertible Notes.
The following table details the conversion attributes of our Convertible Notes outstanding as of December 31, 2021
(amounts in thousands, except rates):
December 31, 2021
Conversion
Rate (1)
Conversion
Price (2)
2023 Convertible Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
38.5959
$
25.91
______________________________________________________________________________________________________________________
(1)
(2)
The conversion rate represents the number of shares of common stock issuable per $1,000 principal amount of 2023
Convertible Notes converted, as adjusted in accordance with the indenture governing the 2023 Convertible Notes
(including the applicable supplemental indenture).
As of December 31, 2021, 2020, and 2019, the market price of the Company’s common stock was $24.30, $19.30 and
$24.86, respectively.
The if-converted value of the 2023 Convertible Notes was less than their principal amount by $15.5 million at
December 31, 2021 as the closing market price of the Company’s common stock of $24.30 was less than the implicit
conversion price of $25.91 per share. The if-converted value of the principal amount of the 2023 Convertible Notes was $234.5
million as of December 31, 2021. As of December 31, 2021, the net carrying amount and fair value of the 2023 Convertible
Notes was $249.1 million and $254.4 million, respectively.
Upon conversion of the 2023 Convertible Notes, settlement may be made in common stock, cash or a combination of
both, at the option of the Company.
Conditions for Conversion
Prior to October 1, 2022, the 2023 Convertible Notes will be convertible only upon satisfaction of one or more of the
following conditions: (1) the closing market price of the Company’s common stock is at least 110% of the conversion price of
the 2023 Convertible Notes for at least 20 out of 30 trading days prior to the end of the preceding fiscal quarter, (2) the trading
price of the 2023 Convertible Notes is less than 98% of the product of (i) the conversion rate and (ii) the closing price of the
Company’s common stock during any five consecutive trading day period, (3) the Company issues certain equity instruments at
less than the 10-day average closing market price of its common stock or the per-share value of certain distributions exceeds the
139
market price of the Company’s common stock by more than 10% or (4) certain other specified corporate events (significant
consolidation, sale, merger, share exchange, fundamental change, etc.) occur.
On or after October 1, 2022, holders of the 2023 Convertible Notes may convert each of their notes at the applicable
conversion rate at any time prior to the close of business on the second scheduled trading day immediately preceding the
maturity date.
13. Loan Securitization/Sale Activities
As described below, we regularly sell loans and notes under various strategies. We evaluate such sales as to whether
they meet the criteria for treatment as a sale—legal isolation, ability of transferee to pledge or exchange the transferred assets
without constraint and transfer of control.
Loan Securitizations
Within the Investing and Servicing Segment, we originate commercial mortgage loans with the intent to sell these
mortgage loans to VIEs for the purposes of securitization. These VIEs then issue CMBS that are collateralized in part by these
assets, as well as other assets transferred to the VIE by third parties. Within the Commercial and Residential Lending Segment,
we acquire residential loans with the intent to sell these mortgage loans to VIEs for the purpose of securitization. These VIEs
then issue RMBS that are collateralized by these assets.
In certain instances, we retain an interest in the CMBS or RMBS VIE and serve as special servicer or servicing
administrator for the VIE. In these circumstances, we generally consolidate the VIE into which the loans were sold. The
securitizations are subject to optional redemption after a certain period of time or when the pool balance falls below a specified
threshold. During the years ended December 31, 2021 and 2020, we exercised the optional redemption on certain of our
residential securitizations and acquired $524.5 million and $176.6 million of loans and redeemed $51.2 million and $10.5
million of our existing RMBS holdings, respectively. The net amount paid to a consolidated VIE to redeem the outstanding
principal amount of its RMBS certificates and acquire the underlying loans pursuant to this provision are reflected as repayment
of debt of consolidated VIEs in our consolidated statements of cash flows.
The following summarizes the face amount and proceeds of commercial and residential loans securitized for the years
ended December 31, 2021, 2020 and 2019 (amounts in thousands):
Commercial Loans
Residential Loans
Face Amount
Proceeds
Face Amount
Proceeds
For the Year Ended December 31,
2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,185,251 $ 1,242,974 $ 2,287,733 $ 2,362,798
1,826,549
2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,305,059
2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,770,513
1,256,481
975,569
1,845,890
920,282
1,781,981
The securitization of these commercial and residential loans does not result in a discrete gain or loss since they are
carried under the fair value option.
Our securitizations have each been structured as bankruptcy-remote entities whose assets are not intended to be
available to the creditors of any other party.
Commercial and Residential Loan Sales
Within the Commercial and Residential Lending Segment, we originate or acquire commercial mortgage loans,
subsequently selling all or a portion thereof. Typically, our motivation for entering into these transactions is to effectively create
leverage on the subordinated position that we will retain and hold for investment. We also may sell certain of our previously-
acquired residential loans to third parties outside a securitization. The following table summarizes our loans sold by the
Commercial and Residential Lending Segment, net of expenses (amounts in thousands):
140
Loan Transfers Accounted for as Sales
Commercial Loans
Residential Loans
Face amount (1)
Proceeds (1)
Face Amount
Proceeds
For the Year Ended December 31,
2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
335,552 $
446,132
751,210
328,878
442,833
748,045
$
216,827 $
550
26,046
225,940
604
26,797
______________________________________________________________________________________________________________________
(1)
During the year ended December 31, 2021, we sold $313.0 million of senior interests in first mortgage loans and $22.6
million of whole loan interests for proceeds of $307.3 million and $21.5 million, respectively. During the year ended
December 31, 2020, we sold $277.9 million of senior interests in first mortgage loans and $168.2 million of whole
loan interests for proceeds of $270.8 million and $172.0 million, respectively. During the year ended December 31,
2019, all sales were of senior interests in first mortgage loans.
During the years ended December 31, 2021, 2020 and 2019, (losses)/gains recognized by the Commercial and
Residential Lending Segment on sales of commercial loans were $(1.1) million, $(1.0) million and $4.6 million, respectively.
Infrastructure Loan Sales
During the year ended December 31, 2021, the Infrastructure Lending Segment sold loans held-for-sale with an
aggregate face amount of $16.3 million, for proceeds of $15.3 million, recognizing gains of $0.2 million. During the year ended
December 31, 2020, the Infrastructure Lending Segment sold loans held-for-sale with an aggregate face amount of $61.1
million for proceeds of $60.8 million, recognizing gains of $0.3 million. During the year ended December 31, 2019, the
Infrastructure Lending Segment sold loans held-for-sale with an aggregate face amount of $404.1 million for proceeds of
$393.3 million, recognizing gains of $3.1 million. In connection with these sales, we sold an interest rate swap guarantee for
cash payment of $3.1 million and recognized a decrease in fair value of $2.7 million within gain (loss) on derivative financial
instruments, net in our consolidated statement of operations during the year ended December 31, 2019. Refer to Note 14 for
further discussion of our interest rate swap guarantees.
14. Derivatives and Hedging Activity
Risk Management Objective of Using Derivatives
We are exposed to certain risks arising from both our business operations and economic conditions. We principally
manage our exposures to a wide variety of business and operational risks through management of our core business activities.
We manage economic risks, including interest rate, foreign exchange, liquidity and credit risk primarily by managing the
amount, sources and duration of our debt funding and the use of derivative financial instruments. Specifically, we enter into
derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment of
future known and uncertain cash amounts, the value of which are determined by interest rates, credit spreads, and foreign
exchange rates. Our derivative financial instruments are used to manage differences in the amount, timing and duration of the
known or expected cash receipts and known or expected cash payments principally related to our investments, anticipated level
of loan sales, and borrowings.
Designated Hedges
The Company does not generally elect to apply the hedge accounting designation to its hedging instruments. As of
December 31, 2021 and 2020, the Company did not have any designated hedges.
Non-designated Hedges and Derivatives
Derivatives not designated as hedges are derivatives that do not meet the criteria for hedge accounting under GAAP or
which we have not elected to designate as hedges. We do not use these derivatives for speculative purposes but instead they are
used to manage our exposure to various risks such as foreign exchange rates, interest rate changes and certain credit spreads.
Changes in the fair value of derivatives not designated in hedging relationships are recorded directly in gain (loss) on derivative
financial instruments in our consolidated statements of operations.
We have entered into the following types of non-designated hedges and derivatives:
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•
•
•
•
Foreign exchange (“Fx”) forwards whereby we agree to buy or sell a specified amount of foreign currency for a
specified amount of USD at a future date, economically fixing the USD amounts of foreign denominated cash flows
we expect to receive or pay related to certain foreign denominated loan investments and properties;
Interest rate contracts which hedge a portion of our exposure to changes in interest rates;
Credit index instruments which hedge a portion of our exposure to the credit risk of our commercial loans held-for-
sale; and
Interest rate swap guarantees whereby we guarantee the interest rate swap obligations of certain Infrastructure Lending
borrowers. Our interest rate swap guarantees were assumed in connection with the acquisition of the Infrastructure
Lending Segment.
The following table summarizes our non-designated derivatives as of December 31, 2021 (notional amounts in
thousands):
Type of Derivative
Fx contracts – Buy Euros ("EUR") . . . . . . . . .
Fx contracts – Buy Pounds Sterling ("GBP") .
Fx contracts – Buy Australian dollar ("AUD")
Fx contracts – Sell EUR . . . . . . . . . . . . . . . . . .
Fx contracts – Sell GBP . . . . . . . . . . . . . . . . . .
Fx contracts – Sell AUD . . . . . . . . . . . . . . . . .
Interest rate swaps – Paying fixed rates . . . . . .
Interest rate swaps – Receiving fixed rates . . .
Interest rate caps . . . . . . . . . . . . . . . . . . . . . . . .
Interest rate caps . . . . . . . . . . . . . . . . . . . . . . . .
Credit index instruments . . . . . . . . . . . . . . . . .
Interest rate swap guarantees . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Number of
Contracts
Aggregate Notional
Amount
14
11
3
144
155
52
68
2
7
1
3
4
464
51,583
9,731
17,500
474,098
530,879
265,401
2,932,451
484,500
702,000
61,000
49,000
277,302
Notional
Currency
Maturity
February 2022 - March 2023
EUR
February 2022 - October 2024
GBP
AUD
February 2022 - August 2023
EUR January 2022 - November 2025
January 2022 - February 2025
GBP
AUD February 2022 - October 2024
USD
USD March 2025 - December 2031
USD
GBP
USD September 2058 - August 2061
USD
October 2022 - April 2025
April 2024
April 2024 - January 2032
August 2022 - June 2025
The table below presents the fair value of our derivative financial instruments as well as their classification on the
consolidated balance sheets as of December 31, 2021 and 2020 (amounts in thousands):
Fair Value of Derivatives
in an Asset Position (1) as of
December 31,
Fair Value of Derivatives
in a Liability Position (2) as of
December 31,
2021
2020
2021
2020
Interest rate contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Interest rate swap guarantees . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign exchange contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Credit index instruments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total derivatives . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
17,728 $
—
30,478
10
48,216 $
33,841 $
—
6,585
129
40,555 $
16 $
260
12,870
275
13,421 $
4
849
39,951
520
41,324
___________________________________________________
(1)
Classified as derivative assets in our consolidated balance sheets.
(2)
Classified as derivative liabilities in our consolidated balance sheets.
The table below presents the effect of our derivative financial instruments on the consolidated statements of operations
for the years ended December 31, 2021, 2020 and 2019 (amounts in thousands):
Derivatives Not Designated
as Hedging Instruments
Interest rate contracts . . . . . . . . . . . Gain (loss) on derivative financial instruments
Interest rate swap guarantees . . . . . Gain (loss) on derivative financial instruments
Foreign exchange contracts . . . . . . Gain (loss) on derivative financial instruments
Credit index instruments . . . . . . . . . Gain (loss) on derivative financial instruments
Location of Gain (Loss)
Recognized in Income
Amount of Gain (Loss)
Recognized in Income for the
Year Ended December 31,
2021
41,033
589
41,228
(487)
82,363
$
$
2020
(48,692) $
(235)
(32,561)
(690)
(82,178) $
2019
(10,516)
(3,350)
8,801
(1,245)
(6,310)
$
$
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15. Offsetting Assets and Liabilities
The following tables present the potential effects of netting arrangements on our financial position for financial assets
and liabilities within the scope of ASC 210-20, Balance Sheet—Offsetting, which for us are derivative assets and liabilities as
well as repurchase agreement liabilities (amounts in thousands):
(i)
Gross Amounts
Recognized
(ii)
Gross Amounts
Offset in the
Statement of
Financial Position
(iii) = (i) - (ii)
Net Amounts
Presented in
the Statement of
Financial Position
(iv)
Gross Amounts Not
Offset in the Statement
of Financial Position
Financial
Instruments
Cash Collateral
Received /
Pledged
(v) = (iii) - (iv)
Net Amount
As of December 31, 2021
Derivative assets . . . . . . . . $
Derivative liabilities . . . . . $
Repurchase agreements . . .
$
As of December 31, 2020
Derivative assets . . . . . . . . $
Derivative liabilities . . . . . $
Repurchase agreements . . .
$
48,216 $
13,421 $
9,542,034
9,555,455 $
40,555 $
41,324 $
5,808,807
5,850,131 $
16. Variable Interest Entities
Investment Securities
— $
— $
—
— $
— $
— $
—
— $
48,216 $
13,421 $
12,870 $
12,870 $
21,290 $
291 $
9,542,034
9,555,455 $ 9,554,904 $
9,542,034
—
291 $
40,555 $
41,324 $
6,716 $
6,716 $
5,808,807
5,850,131 $ 5,815,523 $
5,808,807
33,772 $
27,416 $
—
27,416 $
14,056
260
—
260
67
7,192
—
7,192
As discussed in Note 2, we evaluate all of our investments and other interests in entities for consolidation, including
our investments in CMBS, RMBS and our retained interests in securitization transactions we initiated, all of which are
generally considered to be variable interests in VIEs.
Securitization VIEs consolidated in accordance with ASC 810 are structured as pass through entities that receive
principal and interest on the underlying collateral and distribute those payments to the certificate holders. The assets and other
instruments held by these securitization entities are restricted and can only be used to fulfill the obligations of the entity.
Additionally, the obligations of the securitization entities do not have any recourse to the general credit of any other
consolidated entities, nor to us as the primary beneficiary. The VIE liabilities initially represent investment securities on our
balance sheet (pre-consolidation). Upon consolidation of these VIEs, our associated investment securities are eliminated, as is
the interest income related to those securities. Similarly, the fees we earn in our roles as special servicer of the bonds issued by
the consolidated VIEs or as collateral administrator of the consolidated VIEs are also eliminated. Finally, a portion of the
identified servicing intangible associated with the eliminated fee streams is eliminated in consolidation.
VIEs in which we are the Primary Beneficiary
The inclusion of the assets and liabilities of securitization VIEs in which we are deemed the primary beneficiary has no
economic effect on us. Our exposure to the obligations of securitization VIEs is generally limited to our investment in these
entities. We are not obligated to provide, nor have we provided, any financial support for any of these consolidated structures.
As discussed in Note 11, we have refinanced various pools of our commercial and infrastructure loans held-for-
investment through three CLOs and one SASB, which are considered to be VIEs. We are the primary beneficiary of, and
therefore consolidate, the CLOs and SASB in our financial statements as we have both (i) the power to direct the activities in
our role as collateral manager, collateral advisor, or controlling class representative that most significantly impact the CLOs’
and SASB's economic performance, and (ii) the obligation to absorb losses and the right to receive benefits from the CLOs and
SASB that could be potentially significant through the subordinate interests we own.
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The following table details the assets and liabilities of our consolidated CLOs and SASB as of December 31, 2021 and
2020 (amounts in thousands):
Assets:
December 31, 2021
December 31, 2020
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Loans held-for-investment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investment securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued interest receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Liabilities
15,297 $
3,073,572
11,426
8,936
11,213
3,120,444 $
Accounts payable, accrued expenses and other liabilities . . . . . . . . . . . . . . . . . . . . . . $
Collateralized loan obligations and single asset securitization, net . . . . . . . . . . . . . . .
Total Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
3,335 $
2,616,116
2,619,451 $
96,998
1,002,441
—
5,454
557
1,105,450
663
930,554
931,217
Assets held by the CLOs and SASB are restricted and can be used only to settle obligations of the CLOs and SASB,
including the subordinate interests owned by us. The liabilities of the CLOs and SASB are non-recourse to us and can only be
satisfied from the assets of the CLOs and SASB.
We also hold controlling interests in other non-securitization entities that are considered VIEs. The Woodstar Fund,
Woodstar Feeder Fund, L.P. and one of the Woodstar Fund’s indirect investees, SPT Dolphin Intermediate LLC (“SPT
Dolphin”), the entity which holds the Woodstar II Portfolio, are each VIEs because the third party interest holders do not carry
kick-out rights or substantive participating rights. We were deemed to be the primary beneficiary of those VIEs because we
possess both the power to direct the activities of the VIEs that most significantly impact their economic performance and a
significant economic interest in each entity. The Woodstar Fund had total assets of $1.0 billion, including its indirect
investment in SPT Dolphin, and no significant liabilities as of December 31, 2021. As of December 31, 2021, Woodstar Feeder
Fund, L.P. and its consolidated subsidiary which is also considered a VIE, Woodstar Feeder REIT, LLC, had a $0.3 billion
investment in the Woodstar Fund, had no significant liabilities and had temporary equity of $0.2 billion consisting of the
contingently redeemable non-controlling interests of the third party investors (see Note 18).
We also hold a 51% controlling interest in a joint venture (the “CMBS JV”) within our Investing and Servicing
Segment, which is considered a VIE because the third party interest holder does not carry kick-out rights or substantive
participating rights. We are deemed the primary beneficiary of the CMBS JV. This VIE had total assets of $331.7 million and
liabilities of $73.9 million as of December 31, 2021. Refer to Note 18 for further discussion.
In addition to the above non-securitization entities, we have smaller VIEs with total assets of $102.4 million and
liabilities of $53.5 million as of December 31, 2021.
VIEs in which we are not the Primary Beneficiary
In certain instances, we hold a variable interest in a VIE in the form of CMBS, but either (i) we are not appointed, or
do not serve as, special servicer or servicing administrator or (ii) an unrelated third party has the rights to unilaterally remove us
as special servicer without cause. In these instances, we do not have the power to direct activities that most significantly impact
the VIE’s economic performance. In other cases, the variable interest we hold does not obligate us to absorb losses or provide
us with the right to receive benefits from the VIE which could potentially be significant. For these structures, we are not
deemed to be the primary beneficiary of the VIE, and we do not consolidate these VIEs.
As noted above, we are not obligated to provide, nor have we provided, any financial support for any of our
securitization VIEs, whether or not we are deemed to be the primary beneficiary. As such, the risk associated with our
involvement in these VIEs is limited to the carrying value of our investment in the entity. As of December 31, 2021, our
maximum risk of loss related to securitization VIEs in which we were not the primary beneficiary was $22.2 million on a fair
value basis.
As of December 31, 2021, the securitization VIEs which we do not consolidate had debt obligations to beneficial
interest holders with unpaid principal balances, excluding the notional value of interest-only securities, of $4.9 billion. The
corresponding assets are comprised primarily of commercial mortgage loans with unpaid principal balances corresponding to
the amounts of the outstanding debt obligations.
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We also hold passive non-controlling interests in certain unconsolidated entities that are considered VIEs. We are not
the primary beneficiaries of these VIEs as we do not possess the power to direct the activities of the VIEs that most
significantly impact their economic performance and therefore report our interests, which totaled $24.5 million as of December
31, 2021, within investments in unconsolidated entities on our consolidated balance sheet. Our maximum risk of loss is limited
to our carrying value of the investments.
17. Related-Party Transactions
Management Agreement
We are party to a management agreement (the “Management Agreement”) with our Manager. Under the Management
Agreement, our Manager, subject to the oversight of our board of directors, is required to manage our day to day activities, for
which our Manager receives a base management fee and is eligible for an incentive fee and stock awards. Our Manager’s
personnel perform certain due diligence, legal, management and other services that outside professionals or consultants would
otherwise perform. As such, in accordance with the terms of our Management Agreement, our Manager is paid or reimbursed
for the documented costs of performing such tasks, provided that such costs and reimbursements are in amounts no greater than
those which would be payable to outside professionals or consultants engaged to perform such services pursuant to agreements
negotiated on an arm’s-length basis.
Base Management Fee. The base management fee is 1.5% of our stockholders’ equity per annum and calculated and
payable quarterly in arrears in cash. For purposes of calculating the management fee, our stockholders’ equity means: (a) the
sum of (1) the net proceeds from all issuances of our equity securities since inception and equity securities of subsidiaries
issued in exchange for properties (allocated on a pro rata daily basis for such issuances during the fiscal quarter of any such
issuance), plus (2) our retained earnings and income to non-controlling interests with respect to equity securities of subsidiaries
issued in exchange for properties at the end of the most recently completed calendar quarter (without taking into account any
non-cash equity compensation expense incurred in current or prior periods), less (b) any amount that we pay to repurchase our
common stock since inception. It also excludes (1) any unrealized gains and losses and other non-cash items that have impacted
stockholders’ equity as reported in our financial statements prepared in accordance with GAAP, and (2) one-time events
pursuant to changes in GAAP, and certain non-cash items not otherwise described above, in each case after discussions between
our Manager and our independent directors and approval by a majority of our independent directors. As a result, our
stockholders’ equity, for purposes of calculating the management fee, could be greater or less than the amount of stockholders’
equity shown in our consolidated financial statements.
For the years ended December 31, 2021, 2020 and 2019, approximately $77.9 million, $76.6 million and $77.0
million, respectively, was incurred for base management fees. In April 2020, our board of directors authorized the payment of
our first quarter base management fee of $19.1 million in 1,422,143 shares of our common stock. As of December 31, 2021 and
2020, there were $20.3 million and $19.2 million, respectively, of unpaid base management fees included in related-party
payable in our consolidated balance sheets.
Incentive Fee. Our Manager is entitled to be paid the incentive fee described below with respect to each calendar
quarter if (1) our Core Earnings (as defined below) for the previous 12-month period exceeds an 8% threshold, and (2) our Core
Earnings for the 12 most recently completed calendar quarters is greater than zero.
The incentive fee is an amount, not less than zero, equal to the difference between (1) the product of (x) 20% and
(y) the difference between (i) our Core Earnings for the previous 12-month period, and (ii) the product of (A) the weighted
average of the issue price per share of our common stock of all of our public offerings and including issue price per equity
security of subsidiaries issued in exchange for properties multiplied by the weighted average number of all shares of common
stock outstanding (including any RSUs, any RSAs and other shares of common stock underlying awards granted under our
equity incentive plans) and equity securities of subsidiaries issued in exchange for properties in such previous 12-month period,
and (B) 8%, and (2) the sum of any incentive fee paid to our Manager with respect to the first three calendar quarters of such
previous 12-month period. One half of each quarterly installment of the incentive fee is payable in shares of our common stock
so long as the ownership of such additional number of shares by our Manager would not violate the 9.8% stock ownership limit
set forth in our charter, after giving effect to any waiver from such limit that our board of directors may grant in the future. The
remainder of the incentive fee is payable in cash. The number of shares to be issued to our Manager is equal to the dollar
amount of the portion of the quarterly installment of the incentive fee payable in shares divided by the average of the closing
prices of our common stock on the NYSE for the five trading days prior to the date on which such quarterly installment is paid.
Core Earnings is defined as GAAP net income (loss) excluding non-cash equity compensation expense, the incentive
fee, depreciation and amortization of real estate and associated intangibles, acquisition costs associated with successful
145
acquisitions, any unrealized gains, losses or other non-cash items recorded in net income for the period, regardless of whether
such items are included in OCI, or in net income and, to the extent deducted from net income (loss), distributions payable with
respect to equity securities of subsidiaries issued in exchange for properties. The amount is adjusted to exclude one-time events
pursuant to changes in GAAP and certain other non-cash adjustments as determined by our Manager and approved by a
majority of our independent directors.
For the years ended December 31, 2021, 2020 and 2019, approximately $70.3 million, $30.8 million and $20.2
million, respectively, was incurred for incentive fees. As of December 31, 2021 and 2020, there were $51.2 million and $15.0
million of unpaid incentive fees included in related-party payable in our consolidated balance sheets.
Expense Reimbursement. We are required to reimburse our Manager for operating expenses incurred by our Manager
on our behalf. In addition, pursuant to the terms of the Management Agreement, we are required to reimburse our Manager for
the cost of legal, tax, consulting, accounting and other similar services rendered for us by our Manager’s personnel provided
that such costs are no greater than those that would be payable if the services were provided by an independent third party. The
expense reimbursement is not subject to any dollar limitations but is subject to review by our independent directors. For the
years ended December 31, 2021, 2020 and 2019, approximately $7.1 million, $8.5 million and $7.7 million, respectively, was
incurred for executive compensation and other reimbursable expenses and recognized within general and administrative
expenses in our consolidated statements of operations. As of December 31, 2021 and 2020, there were $4.9 million and $5.0
million, respectively, of unpaid reimbursable executive compensation and other expenses included in related-party payable in
our consolidated balance sheets.
Equity Awards. In certain instances, we issue RSAs to certain employees of affiliates of our Manager who perform
services for us. During the years ended December 31, 2021, 2020 and 2019, we granted 1,013,232, 341,635 and 182,861 RSAs,
respectively, at grant date fair values of $20.3 million, $3.9 million and $4.1 million, respectively. Expenses related to the
vesting of awards to employees of affiliates of our Manager were $9.7 million, $3.4 million and $4.1 million during the years
ended December 31, 2021, 2020 and 2019, respectively, and are reflected in general and administrative expenses in our
consolidated statements of operations. These shares generally vest over a three-year period.
Termination Fee. We can terminate the Management Agreement without cause, as defined in the Management
Agreement, with an affirmative two-thirds vote by our independent directors and 180 days written notice to our Manager. Upon
termination without cause, our Manager is due a termination fee equal to three times the sum of the average annual base
management fee and incentive fee earned by our Manager over the preceding eight calendar quarters. No termination fee is
payable if our Manager is terminated for cause, as defined in the Management Agreement, which can be done at any time with
30 days written notice from our board of directors.
Manager Equity Plan
In May 2017, the Company’s shareholders approved the Starwood Property Trust, Inc. 2017 Manager Equity Plan (the
“2017 Manager Equity Plan”), which replaced the Starwood Property Trust, Inc. Manager Equity Plan (“Manager Equity
Plan”). In November 2020, we granted 1,800,000 RSUs to our Manager under the 2017 Manager Equity Plan. In September
2019, we granted 1,200,000 RSUs to our Manager under the 2017 Manager Equity Plan. In April 2018, we granted 775,000
RSUs to our Manager under the 2017 Manager Equity Plan. In March 2017, we granted 1,000,000 RSUs to our Manager under
the Manager Equity Plan. In connection with these grants and prior similar grants, we recognized share-based compensation
expense of $19.4 million, $18.0 million and $20.2 million within management fees in our consolidated statements of operations
for the years ended December 31, 2021, 2020 and 2019, respectively. Refer to Note 18 for further discussion of these grants.
Investments in Loans and Securities
During the years ended December 31, 2021, 2020 and 2019, the Company acquired $1.2 billion, $244.4 million and
$353.0 million, respectively, of loans from a residential mortgage originator in which it holds an equity interest. In September
2021, the Company amended a $4.5 million subordinated loan to this residential mortgage originator, which was entered into in
June 2018, to extend the maturity from September 2021 to September 2022. Such loan had been amended in September and
October 2019 to extend the maturity from September 2019 to September 2020 and increase the total commitment from $2.0
million to $4.5 million and again in September 2020 to further extend the maturity to September 2021. Additionally, as of
December 31, 2021, the Company had outstanding residential mortgage loan purchase commitments of $429.3 million to this
146
residential mortgage originator. Refer to Note 9 for further discussion. In December 2021, the Company sold $4.5 million of
loans to the residential mortgage originator.
In July 2021, a €55.0 million loan participation acquired in March 2018 from SEREF, which was secured by a luxury
resort in Estepona, Spain, was paid in full.
In August 2020, the Company received a $245.0 million partial repayment on a $339.2 million first mortgage and
mezzanine loan that was originated in August 2017 related to an office campus located in Irvine, California. An affiliate of our
Manager has a non-controlling equity interest in the borrower. As of December 31, 2021, the outstanding balance of this loan
was $29.4 million.
In January 2020, the Company originated a $3.5 million bridge loan to a third party borrower for the development and
recapitalization of luxury cabin rentals. In February 2020, the bridge loan was repaid, and the Company originated a $99.0
million first mortgage loan to the same borrower. The loan bears interest at a fixed rate of 10.5% plus fees and contains a term
of 36 months with two one-year extension options. Certain members of our executive team and board of directors own equity
interests in the borrower. As of December 31, 2021, the outstanding balance of this loan was $67.4 million.
In February 2019, the Company acquired a $60.0 million participation in a $925.0 million first priority infrastructure
term loan. In April 2019 and July 2019, the Company acquired participations of $5.0 million and $16.0 million, respectively, in
a $350.0 million upsize to the term loan. The loan is secured by four domestic natural gas power plants. An affiliate of our
Manager, Starwood Energy Group, is the borrower under the term loan. As of December 31, 2021, the outstanding participation
balance in this term loan was $65.0 million.
In March 2019, the Company originated a $22.5 million loan to refinance the debt of a commercial real estate
partnership in which we hold a 50% equity interest.
In January 2018, the Company acquired a $130.0 million first mortgage participation from an unaffiliated third party.
The loan is secured by three U.S. power plants that each have long-term power purchase agreements with investment grade
counterparties. The borrower is an affiliate of our Manager. As of December 31, 2021, the Company's outstanding participation
balance of this loan was $52.0 million.
In December 2012, the Company acquired 9,140,000 ordinary shares in SEREF, a debt fund that is externally managed
by an affiliate of our Manager and is listed on the London Stock Exchange, for approximately $14.7 million, which equated to
approximately 4% ownership of SEREF. As of December 31, 2021, our shares represent an approximate 2% interest in SEREF.
Refer to Note 6 for additional details.
The Company co-originates, along with certain investment funds affiliated with our Manager, various foreign currency
denominated loans to third party borrowers in which each lender holds a separate portion of the loan. The loans are
independently underwritten and legally separate, and the transaction is directly between the Company and the third party
borrower. As a result, we do not consider these to be related party transactions.
Investments in Unconsolidated Entities
In October 2014, we committed $150.0 million for a 33% equity interest in four regional shopping malls (the “Retail
Fund”). In August 2017, we funded the remaining $15.5 million capital commitment associated with this investment. During
the year ended December 31, 2019, we recognized a loss of $114.4 million. No earnings or losses were recognized during the
years ended December 31, 2020 and 2021. During the period included in our year ended December 31, 2019, the Retail Fund
reported unrealized decreases in the fair value of its real estate properties, which resulted in a $47.2 million decrease to our
investment. In addition, we provided an impairment charge of $71.9 million against the remainder of the investment based on
our estimate of the fair value of the underlying retail assets as of December 31, 2019. The Retail Fund was established for the
purpose of acquiring and operating four leading regional shopping malls located in Florida, Michigan, North Carolina and
Virginia. An affiliate of our Manager serves as general partner of the Retail Fund.
In April 2013, in connection with our acquisition of LNR, we acquired 50% of a joint venture which owns equity in an
online real estate company. An affiliate of our Manager, Starwood Distressed Opportunity Fund IX owns the remaining 50% of
the venture.
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Lease Arrangements
In March 2020, we entered into an office lease agreement with an entity which is controlled by our Chairman and CEO
through majority equity ownership of the entity. The leased premises serve as our new Miami Beach office following the
expiration of our former lease in Miami Beach. The lease is for up to 74,000 square feet of office space, has an initial term of 15
years and requires monthly lease payments starting in the tenth month after lease commencement, which is pending final
completion of the premises. The lease payments are based on an annual base rate of $52.00 per square foot that increases by 3%
each anniversary following commencement, plus our pro rata share of building operating expenses. Prior to the execution of
this lease, we engaged an independent third party leasing firm and external counsel to advise the independent directors of our
board of directors on market terms for the lease. The terms of the lease were approved by our independent directors. In April
2020 we provided a $1.9 million cash security deposit to the landlord. During the year ended December 31, 2021, we made
payments to the landlord of $10.7 million for reimbursements relating to tenant improvements under the terms of the lease.
In December 2021, we entered into a sublease with SH Group Hotels & Residences U.S., L.L.C., an affiliate of our
Manager, for office space in Los Angeles, California. The sublease commenced December 20, 2021. The sublease is for
approximately 5,500 square feet of office space, has an initial term of 4.5 years, and requires monthly lease payments based on
an annual base rate of $59.16 per square foot that increases by 3% annually in April, which is equal to that specified in the
original lease between the affiliate and the third party landlord.
Acquisitions from Consolidated CMBS Trusts
Our Investing and Servicing Segment acquires interests in properties for its REIS Equity Portfolio and also loans from
CMBS trusts, some of which are consolidated as VIEs on our balance sheet. Acquisitions from consolidated VIEs are reflected
as repayment of debt of consolidated VIEs in our consolidated statements of cash flows. During the year ended December 31,
2021, we acquired a $9.2 million nonperforming loan on a hospitality asset in New York from a consolidated CMBS trust for a
total gross purchase price of $10.1 million, including accrued interest. During the year ended December 31, 2019, we acquired
$8.6 million of net real estate assets from a consolidated CMBS trust for a total gross purchase price of $8.8 million, as
discussed in Note 3. There were no assets acquired from consolidated CMBS trusts during the year ended December 31, 2020.
Acquisitions from Consolidated RMBS Trusts
When our Commercial and Residential Lending Segment exercises an optional redemption right in a securitization
VIE, it unwinds the securitization structure and acquires the underlying loans from the VIE. Acquisitions of loans from
consolidated VIEs are reflected as repayment of debt of consolidated VIEs in our consolidated statements of cash flows.
During the years ended December 31, 2021 and 2020, we acquired $524.5 million and $176.6 million, respectively, of
residential loans from consolidated RMBS trusts at their par amounts. Refer to Note 13 for further discussion of these
acquisitions.
Other Related-Party Arrangements
During the year ended December 31, 2016, we established a co-investment fund which provides key personnel with
the opportunity to invest in certain properties included in our REIS Equity Portfolio. These personnel include certain of our
employees as well as employees of affiliates of our Manager (collectively, “Fund Participants”). The fund carries an aggregate
commitment of $15.0 million and owns a 10% equity interest in certain REIS Equity Portfolio properties acquired subsequent
to January 1, 2015. As of December 31, 2021, Fund Participants have funded $4.9 million of the capital commitment, and it is
our current expectation that there will be no additional funding of the commitment. The capital contributed by Fund
Participants is reflected on our consolidated balance sheets as non-controlling interests in consolidated subsidiaries. In an effort
to retain key personnel, the fund provides for disproportionate distributions which allows Fund Participants to earn an
incremental 60% on all operating cash flows attributable to their capital account, net of a 5% preferred return to us as general
partner of the fund. Amounts earned by Fund Participants pursuant to this waterfall are reflected within net income attributable
to non-controlling interests in our consolidated statements of operations. During the years ended December 31, 2021, 2020 and
2019, the non-controlling interests related to this fund received cash distributions of $0.2 million, $1.8 million and $1.3 million,
respectively.
Highmark Residential (“Highmark”), an affiliate of our Manager, provides property management services for
properties within our Woodstar I and Woodstar II Portfolios. Fees paid to Highmark are calculated as a percentage of gross
148
receipts and are at market terms. During the years ended December 31, 2021, 2020 and 2019, property management fees to
Highmark were $4.2 million, $2.1 million, and $1.6 million, respectively.
18. Stockholders’ Equity and Non-Controlling Interests
The Company’s authorized capital stock consists of 100,000,000 shares of preferred stock, $0.01 par value per share,
and 500,000,000 shares of common stock, $0.01 par value per share.
We issued common stock in a public offering as follows during the year ended December 31, 2021:
Issuance date
12/10/2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Shares issued
(in thousands)
Price
per share
Proceeds
(in thousands)
16,000 $
24.57 $
393,120
In May 2014, we established the Starwood Property Trust, Inc. Dividend Reinvestment and Direct Stock Purchase
Plan (the “DRIP Plan”), which provides stockholders with a means of purchasing additional shares of our common stock by
reinvesting the cash dividends paid on our common stock and by making additional optional cash purchases. Shares of our
common stock purchased under the DRIP Plan will either be issued directly by the Company or purchased in the open market
by the plan administrator. The Company may issue up to 11.0 million shares of common stock under the DRIP Plan. During the
years ended December 31, 2021, 2020 and 2019, shares issued under the DRIP Plan were not material.
In May 2014, we entered into an amended and restated At-The-Market Equity Offering Sales Agreement (the “ATM
Agreement”) with Merrill Lynch, Pierce, Fenner & Smith Incorporated to sell shares of the Company’s common stock of up to
$500.0 million from time to time, through an “at the market” equity offering program. Sales of shares under the ATM
Agreement are made by means of ordinary brokers’ transactions on the NYSE or otherwise at market prices prevailing at the
time of sale or at negotiated prices. During the years ended December 31, 2021, 2020 and 2019, there were no shares issued
under the ATM Agreement.
During the year ended December 31, 2019, we issued 3.6 million shares in connection with the settlement of $78.0
million of our 4.00% Convertible Senior Notes due 2019. Refer to Note 12 for further discussion.
During the year ended December 31, 2020, we repurchased 2,268,551 shares of common stock for $33.8 million under
a previous common stock and Convertible Note repurchase program authorized by our board of directors, which expired in
February 2021.
Our board of directors declared the following dividends during the years ended December 31, 2021, 2020 and 2019:
Declaration Date
12/15/21 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
9/15/21 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6/14/21 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3/11/21 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
12/9/20 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
9/16/20 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6/16/20 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2/25/20 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
11/18/19 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8/7/19 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5/8/19 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2/28/19 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Record Date
12/31/21
9/30/21
6/30/21
3/31/21
12/31/20
9/30/20
6/30/20
3/31/20
12/31/19
9/30/19
6/28/19
3/29/19
Ex-Dividend Date
12/30/21
9/29/21
6/29/21
3/30/21
12/30/20
9/29/20
6/29/20
3/30/20
12/30/19
9/27/19
6/27/19
3/28/19
Payment Date
1/14/22
10/15/21
7/15/21
4/15/21
1/15/21
10/15/20
7/15/20
4/15/20
1/15/20
10/15/19
7/15/19
4/15/19
Amount
Frequency
$ 0.48 Quarterly
0.48 Quarterly
0.48 Quarterly
0.48 Quarterly
0.48 Quarterly
0.48 Quarterly
0.48 Quarterly
0.48 Quarterly
0.48 Quarterly
0.48 Quarterly
0.48 Quarterly
0.48 Quarterly
Equity Incentive Plans
In May 2017, the Company’s shareholders approved the 2017 Manager Equity Plan and the Starwood Property Trust,
Inc. 2017 Equity Plan (the “2017 Equity Plan”), which allow for the issuance of up to 11,000,000 stock options, stock
appreciation rights, RSAs, RSUs or other equity-based awards or any combination thereof to the Manager, directors,
employees, consultants or any other party providing services to the Company. The 2017 Manager Equity Plan succeeds and
149
replaces the Manager Equity Plan and the 2017 Equity Plan succeeds and replaces the Starwood Property Trust, Inc. Equity
Plan (the “Equity Plan”) and the Starwood Property Trust, Inc. Non-Executive Director Stock Plan (the “Non-Executive
Director Stock Plan”). As of December 31, 2021, 3,132,625 share awards were available to be issued under either the 2017
Manager Equity Plan or the 2017 Equity Plan, determined on a combined basis.
To date, we have only granted RSAs and RSUs under the equity incentive plans. The holders of awards of RSAs or
RSUs are entitled to receive dividends or “distribution equivalents” beginning on either the award’s effective date or vest date,
depending on the terms of the award.
The table below summarizes our share awards granted or vested under the Manager Equity Plan and the 2017 Manager
Equity Plan during the years ended December 31, 2021, 2020 and 2019 (dollar amounts in thousands):
Grant Date
November 2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . RSU
September 2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . RSU
April 2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . RSU
March 2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . RSU
Type
Amount Granted
1,800,000 $
1,200,000
775,000
1,000,000
Grant Date Fair Value
30,078
29,484
16,329
22,240
Vesting Period
3 years
(1)
3 years
3 years
______________________________________________________________________________________________________________________
(1)
Of the amount granted, 218,898 vested immediately on the grant date and the remaining amount vests over a three-
year period.
During the years ended December 31, 2021, 2020 and 2019, we granted 1,708,935, 1,014,753, and 520,236 RSAs,
respectively, under the 2017 Equity Plan to a select group of eligible participants which includes our employees, directors and
employees of our Manager who perform services for us. The awards were granted based on the market price of the Company’s
common stock on the respective grant date and generally vest over a three-year period. Expenses related to the vesting of these
awards are reflected in general and administrative expenses in our consolidated statements of operations. No RSUs were
granted under the 2017 Equity Plan during the years ended December 31, 2021, 2020 and 2019.
The following shares of common stock were issued, without restriction, to our Manager as part of the incentive and
base management compensation due under the Management Agreement during the years ended December 31, 2021, 2020 and
2019:
Timing of Issuance
November 2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
August 2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
May 2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
February 2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
May 2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
February 2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
November 2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
March 2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Shares of Common
Stock Issued
18,649
97,151
267,378
332,002
2,065,322
355,910
38,942
495,363
Price per share
26.08
$
25.79
24.54
22.55
(1)
25.51
24.08
22.16
__________________________________________
(1)
1,422,143 shares of common stock were issued with a share price of $13.42 relating to the first quarter base
management fee. 643,179 shares of common stock were issued with a share price of $12.25 relating to the first
quarter incentive fee.
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The following table summarizes our share-based compensation expenses during the years ended December 31, 2021,
2020 and 2019 (in thousands):
Management fees:
Manager incentive fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Base management fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2017 Manager Equity Plan (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
General and administrative:
2017 Equity Plan (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total share-based compensation expense (2) . . . . . . . . . . . . . . . . . . . . . .
$
__________________________________________
For the Year Ended December 31,
2021
2020
2019
35,135
—
19,448
54,583
19,838
19,838
74,421
$
$
15,405
19,088
17,987
52,480
13,254
13,254
65,734
$
$
10,082
—
20,255
30,337
15,900
15,900
46,237
(1)
(2)
Share-based compensation expense relating to the Manager Equity Plan is reflected within the 2017 Manager
Equity Plan. Share-based compensation expense relating to the Non-Executive Director Stock Plan and the Equity
Plan are reflected within the 2017 Equity Plan.
The income tax benefit associated with the share-based compensation expense for the years ended December 31,
2021, 2020 and 2019 was immaterial.
Schedule of Non-Vested Shares and Share Equivalents (1)
Balance as of January 1, 2021 . . . . . . . . . . . . . . . . . . . . . . . . . . .
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Vested . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Balance as of December 31, 2021 . . . . . . . . . . . . . . . . . . . . . . . .
__________________________________________
2017
Equity Plan
1,594,605
1,708,935
2017
Manager
Equity Plan
2,286,896
—
Weighted Average
Grant Date Fair
Value (per share)
Total
3,881,501 $
1,708,935
(764,781)
(132,029)
(991,619) (1,756,400)
(132,029)
2,406,730
3,702,007
—
1,295,277
17.26
22.14
18.44
18.99
18.90
(1)
Equity-based award activity for awards granted under the Equity Plan and Non-Executive Director Stock Plan is
reflected within the 2017 Equity Plan column, and for awards granted under the Manager Equity Plan, within the
2017 Manager Equity Plan column.
The weighted average grant date fair value per share of grants during the years ended December 31, 2021, 2020 and
2019 was $22.14, $14.64 and $24.01, respectively.
Vesting Schedule
2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2024 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2017 Equity
Plan
2017 Manager
Equity Plan
646,771
451,679
1,308,280
2,406,730
845,277
450,000
—
1,295,277
Total
1,492,048
901,679
1,308,280
3,702,007
As of December 31, 2021, there was approximately $53.5 million of total unrecognized compensation costs related to
unvested share-based compensation arrangements which are expected to be recognized over a weighted average period of 1.7
years. The total fair value of shares vested during the years ended December 31, 2021, 2020 and 2019 were $32.4 million,
$35.7 million and $33.2 million, respectively, as of the respective vesting dates.
Non-Controlling Interests in Consolidated Subsidiaries
As discussed in Note 2, on November 5, 2021 we sold a 20.6% non-controlling interest in the Woodstar Fund to third
party investors for net cash proceeds of $214.2 million. Under the Woodstar Fund operating agreement, such interests are
contingently redeemable by us, at the option of the interest holder, for cash at liquidation fair value if any assets remain upon
termination of the Woodstar Fund. The Woodstar Fund operating agreement specifies an eight-year term with two one-year
151
extension options, the first at our option and the second subject to consent of an advisory committee representing the non-
controlling interest holders. Accordingly, these contingently redeemable non-controlling interests have been classified as
“Temporary Equity” in our consolidated balance sheet as of December 31, 2021 and represent the fair value of the Woodstar
Fund’s net assets allocable to those interests. During the period from November 5, 2021 through December 31, 2021, net
income attributable to these non-controlling interests was $0.7 million.
In connection with our Woodstar II Portfolio acquisitions, we issued 10.2 million Class A Units in our subsidiary, SPT
Dolphin, and rights to receive an additional 1.9 million Class A Units if certain contingent events occur. During the years ended
December 31, 2020 and 2019, we issued 0.1 million and 0.1 million, respectively, of the total 1.9 million contingent Class A
Units to the contributors. As of December 31, 2021, all of the 1.9 million contingent Class A Units were issued. The Class A
Units are redeemable for consideration equal to the current share price of the Company’s common stock on a one-for-one basis,
with the consideration paid in either cash or the Company’s common stock, at the determination of the Company. During the
year ended December 31, 2021, redemptions of 0.9 million of the Class A Units were received and settled in common stock,
leaving 9.8 million Class A Units outstanding as of December 31, 2021. During the year ended December 31, 2020,
redemptions of 0.5 million of the Class A Units were received, of which 0.4 million were settled in common stock and
0.1 million were settled for $1.3 million in cash. During the year ended December 31, 2019, redemptions of 1.0 million of the
Class A Units were received and settled in common stock. The outstanding Class A Units are reflected as non-controlling
interests in consolidated subsidiaries on our consolidated balance sheets, the balance of which was $208.5 million and $226.7
million as of December 31, 2021 and 2020, respectively.
To the extent SPT Dolphin has sufficient cash available, the Class A Units earn a preferred return indexed to the
dividend rate of the Company’s common stock. Any distributions made pursuant to this waterfall are recognized within net
income attributable to non-controlling interests in our consolidated statements of operations. During the years ended December
31, 2021, 2020 and 2019, we recognized net income attributable to non-controlling interests of $19.4 million, $20.4 million and
$21.6 million, respectively, associated with these Class A Units.
As discussed in Note 16, we hold a 51% controlling interest in the CMBS JV within our Investing and Servicing
Segment. In connection with the formation of this venture in December 2019, we sold assets totaling $333.0 million to the
CMBS JV, including $318.3 million of CMBS, $13.3 million of interests in various existing CMBS joint ventures, and $1.4
million of related interest receivables. We obtained a 51% interest in the venture for cash consideration of $169.8 million, and
our joint venture partner obtained a 49% interest for $163.2 million. The $13.3 million of joint venture interests that we
contributed into the CMBS JV relate to joint ventures which we consolidate. The CMBS within these ventures carried a fair
value of $24.5 million at the time of sale and related non-controlling interests of $11.2 million.
Because the CMBS JV is deemed a VIE for which we are the primary beneficiary, the 49% interest of our joint venture
partner is reflected as a non-controlling interest in consolidated subsidiaries on our consolidated balance sheets, and any net
income attributable to this 49% joint venture interest is reflected within net income attributable to non-controlling interests in
our consolidated statement of operations. The non-controlling interests in the CMBS JV were $131.9 million and $126.7
million as of December 31, 2021 and 2020, respectively. During the years ended December 31, 2021 and 2020, net income
attributable to non-controlling interests was $22.7 million and $11.1 million, respectively. During the year ended December 31,
2019, net income attributable to non-controlling interests was immaterial.
152
19. Earnings per Share
The following table provides a reconciliation of net income and the number of shares of common stock used in the
computation of basic EPS and diluted EPS (amounts in thousands, except per share amounts):
For the Year Ended December 31,
2021
2020
2019
Basic Earnings
Income attributable to STWD common stockholders . . . . . . . . . . . . . . . . . . . . . $
Less: Income attributable to participating shares not already deducted as non-
controlling interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Basic earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
447,739 $
331,689 $
509,664
(6,808)
440,931 $
(5,216)
326,473 $
(3,873)
505,791
Diluted Earnings
Income attributable to STWD common stockholders . . . . . . . . . . . . . . . . . . . . . $
Less: Income attributable to participating shares not already deducted as non-
controlling interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Add: Interest expense on Convertible Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Diluted earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
447,739 $
331,689 $
509,664
(6,808)
11,619
452,550 $
(5,216)
*
326,473 $
(3,873)
12,354
518,145
Number of Shares:
Basic — Average shares outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Effect of dilutive securities — Convertible Notes . . . . . . . . . . . . . . . . . . . . . . . .
Effect of dilutive securities — Contingently issuable shares . . . . . . . . . . . . . . . .
Effect of dilutive securities — Unvested non-participating shares . . . . . . . . . . .
Diluted — Average shares outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
285,942
9,649
1,037
198
296,826
281,978
*
383
122
282,483
279,337
9,805
360
210
289,712
Earnings Per Share Attributable to STWD Common Stockholders:
Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
1.54 $
1.52 $
1.16 $
1.16 $
1.81
1.79
______________________________________________________________________________________________________________________
* Our Convertible Notes were not dilutive for the year ended December 31, 2020.
As of December 31, 2021, 2020 and 2019, participating shares of 13.0 million, 14.4 million and 13.3 million,
respectively, were excluded from the computation of diluted shares as their effect was already considered under the more
dilutive two-class method used above. Such participating shares at December 31, 2021, 2020 and 2019 included 9.8 million,
10.6 million and 11.0 million potential shares, respectively, of our common stock issuable upon redemption of the Class A
Units in SPT Dolphin, as discussed in Note 18.
153
20. Accumulated Other Comprehensive Income
The changes in AOCI by component are as follows (amounts in thousands):
Cumulative
Unrealized Gain
(Loss) on
Available-for-
Sale Securities
Foreign
Currency
Translation
Total
Balance at January 1, 2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
OCI before reclassifications . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amounts reclassified from AOCI . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net period OCI . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Balance at December 31, 2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
OCI before reclassifications . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amounts reclassified from AOCI . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net period OCI . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Balance at December 31, 2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
OCI before reclassifications . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amounts reclassified from AOCI . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net period OCI . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Balance at December 31, 2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
53,515 $
(2,460)
(59)
(2,519)
50,996
(6,939)
—
(6,939)
44,057
(3,101)
(3)
(3,104)
40,953 $
5,145 $
(3,665)
(1,544)
(5,209)
(64)
—
—
—
(64)
—
64
64
— $
58,660
(6,125)
(1,603)
(7,728)
50,932
(6,939)
—
(6,939)
43,993
(3,101)
61
(3,040)
40,953
The reclassifications out of AOCI impacted the consolidated statements of operations for the years ended December
31, 2021, 2020 and 2019 as follows (amounts in thousands):
Details about AOCI Components
Unrealized gains on available-for-sale
securities: . . . . . . . . . . . . . . . . . . . . . . .
Amounts Reclassified from
AOCI during the Year
Ended December 31,
2020
2021
2019
Affected Line Item
in the Statements
of Operations
Interest realized upon collection . . . . $
3 $ — $
59
Interest income from investment securities
Foreign currency translation: . . . . . . . . . .
Foreign currency (adjustment) gain
from business dispositions . . . . . . . .
Total reclassifications for the period . . . . $
(64)
—
(61) $ — $ 1,603
1,544 Gain on sale of investments and other assets, net
154
21. Fair Value
GAAP establishes a hierarchy of valuation techniques based on the observability of inputs utilized in measuring
financial assets and liabilities at fair value. GAAP establishes market-based or observable inputs as the preferred source of
values, followed by valuation models using management assumptions in the absence of market inputs. The three levels of the
hierarchy are described below:
Level I—Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the
measurement date.
Level II—Inputs (other than quoted prices included in Level I) are either directly or indirectly observable for
the asset or liability through correlation with market data at the measurement date and for the duration of the
instrument’s anticipated life.
Level III—Inputs reflect management’s best estimate of what market participants would use in pricing the
asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the
risk inherent in the inputs to the model.
Valuation Process
We have valuation control processes in place to validate the fair value of the Company’s financial assets and liabilities
measured at fair value including those derived from pricing models. These control processes are designed to assure that the
values used for financial reporting are based on observable inputs wherever possible. In the event that observable inputs are not
available, the control processes are designed to assure that the valuation approach utilized is appropriate and consistently
applied and the assumptions are reasonable.
Pricing Verification—We use recently executed transactions, other observable market data such as exchange data,
broker/dealer quotes, third party pricing vendors and aggregation services for validating the fair values generated using
valuation models. Pricing data provided by approved external sources is evaluated using a number of approaches; for example,
by corroborating the external sources’ prices to executed trades, analyzing the methodology and assumptions used by the
external source to generate a price and/or by evaluating how active the third party pricing source (or originating sources used by
the third party pricing source) is in the market.
Unobservable Inputs—Where inputs are not observable, we review the appropriateness of the proposed valuation
methodology to ensure it is consistent with how a market participant would arrive at the unobservable input. The valuation
methodologies utilized in the absence of observable inputs may include extrapolation techniques and the use of comparable
observable inputs.
Any changes to the valuation methodology will be reviewed by our management to ensure the changes are appropriate.
The methods used may produce a fair value calculation that is not indicative of net realizable value or reflective of future fair
values. Furthermore, while we anticipate that our valuation methods are appropriate and consistent with other market
participants, the use of different methodologies, or assumptions, to determine the fair value could result in a different estimate
of fair value at the reporting date.
Fair Value on a Recurring Basis
We determine the fair value of our financial assets and liabilities measured at fair value on a recurring basis as follows:
Loans held-for-sale, commercial
We measure the fair value of our commercial mortgage loans held-for-sale using a discounted cash flow analysis
unless observable market data (i.e., securitized pricing) is available. A discounted cash flow analysis requires management to
make estimates regarding future interest rates and credit spreads. The most significant of these inputs relates to credit spreads
and is unobservable. Thus, we have determined that the fair values of mortgage loans valued using a discounted cash flow
analysis should be classified in Level III of the fair value hierarchy, while mortgage loans valued using securitized pricing
should be classified in Level II of the fair value hierarchy. Mortgage loans classified in Level III are transferred to Level II if
securitized pricing becomes available.
155
Loans held-for-sale and loans held-for-investment, residential
We measure the fair value of our residential loans held-for-sale and held-for-investment based on the net present value
of expected future cash flows using a combination of observable and unobservable inputs. Observable market participant
assumptions include pricing related to trades of residential loans with similar characteristics. Unobservable inputs include the
expectation of future cash flows, which involves judgments about the underlying collateral, the creditworthiness of the
borrower, estimated prepayment speeds, estimated future credit losses, forward interest rates, investor yield requirements and
certain other factors. At each measurement date, we consider both the observable and unobservable valuation inputs in the
determination of fair value. However, given the significance of the unobservable inputs, these loans have been classified within
Level III.
RMBS
RMBS are valued utilizing observable and unobservable market inputs. The observable market inputs include recent
transactions, broker quotes and vendor prices (“market data”). However, given the implied price dispersion amongst the market
data, the fair value determination for RMBS has also utilized significant unobservable inputs in discounted cash flow models
including prepayments, default and severity estimates based on the recent performance of the collateral, the underlying
collateral characteristics, industry trends, as well as expectations of macroeconomic events (e.g., housing price curves, interest
rate curves, etc.). At each measurement date, we consider both the observable and unobservable valuation inputs in the
determination of fair value. However, given the significance of the unobservable inputs these securities have been classified
within Level III.
CMBS
CMBS are valued utilizing both observable and unobservable market inputs. These factors include projected future
cash flows, ratings, subordination levels, vintage, remaining lives, credit issues, recent trades of similar securities and the
spreads used in the prior valuation. We obtain current market spread information where available and use this information in
evaluating and validating the market price of all CMBS. Depending upon the significance of the fair value inputs used in
determining these fair values, these securities are classified in either Level II or Level III of the fair value hierarchy. CMBS
may shift between Level II and Level III of the fair value hierarchy if the significant fair value inputs used to price the CMBS
become or cease to be observable.
Equity security
The equity security is publicly registered and traded in the U.S. and its market price is listed on the London Stock
Exchange. The security has been classified within Level I.
Woodstar Fund Investments
The fair value of investments held by the Woodstar Fund is determined based on observable and unobservable market
inputs. The initial fair value of the Woodstar Fund's investments at its November 5, 2021 establishment date was determined by
reference to the purchase price paid by third party investors, which was consistent with both a recent external appraisal as well
as our extensive marketing efforts to sell interests in the Woodstar Fund, plus working capital.
For the properties, the third party appraisal applied the income capitalization approach with corroborative support from
the sales comparison approach. The cost approach is not employed, as it is typically not emphasized by potential investors in
the multifamily affordable housing sector. The income capitalization approach estimates an income stream for a property over a
10-year period and discounts this income plus a reversion (presumed sale) into a present value at a risk adjusted discount rate.
Terminal capitalization rates and discount rates utilized in this approach are derived from market transactions as well as other
financial and industry data.
For secured financing, the third party appraisal discounted the contractual cash flows at the interest rate at which such
arrangements would bear if executed in the current market. The fair value of investment level working capital is assumed to
approximate carrying value due to its primarily short-term monetary nature. The fair value of interest rate derivatives is
determined using the methodology described in the Derivatives discussion below.
Given the significance of the unobservable inputs used in the respective valuations, the Woodstar Fund’s investments
have been classified within Level III of the fair value hierarchy.
156
Domestic servicing rights
The fair value of this intangible is determined using discounted cash flow modeling techniques which require
management to make estimates regarding future net servicing cash flows, including forecasted loan defeasance, control
migration, delinquency and anticipated maturity defaults which are calculated assuming a debt yield at which default occurs.
Since the most significant of these inputs are unobservable, we have determined that the fair values of this intangible in its
entirety should be classified in Level III of the fair value hierarchy.
Derivatives
The valuation of derivative contracts are determined using widely accepted valuation techniques including discounted
cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives,
including the period to maturity, and uses observable market based inputs, including interest rate curves, spot and market
forward points and implied volatilities. The fair values of interest rate swaps are determined using the market standard
methodology of netting the discounted future fixed cash payments and the discounted expected variable cash receipts. The
variable cash receipts are based on an expectation of future interest rates (forward curves) derived from observable market
interest rate curves.
We incorporate credit valuation adjustments to appropriately reflect both our own non-performance risk and the
respective counterparty’s non-performance risk in the fair value measurements. In adjusting the fair value of our derivative
contracts for the effect of non-performance risk, we have considered the impact of netting and any applicable credit
enhancements, such as collateral postings, thresholds, mutual puts, and guarantees.
The valuation of over the counter derivatives are determined using discounted cash flows based on Overnight Index
Swap (“OIS”) rates. Fully collateralized trades are discounted using OIS with no additional economic adjustments to arrive at
fair value. Uncollateralized or partially collateralized trades are also discounted at OIS, but include appropriate economic
adjustments for funding costs (i.e., a LIBOR OIS basis adjustment to approximate uncollateralized cost of funds) and credit
risk. For credit index instruments, fair value is determined based on changes in the relevant indices from the date of initiation of
the instrument to the reporting date, as these changes determine the amount of any future cash settlement between us and the
counterparty. These indices are considered Level II inputs as they are directly observable.
Although we have determined that the majority of the inputs used to value our derivatives fall within Level II of the
fair value hierarchy, the credit valuation adjustments associated with our derivatives utilize Level III inputs, such as estimates
of current credit spreads to evaluate the likelihood of default by us and our counterparties. However, as of December 31, 2021
and 2020, we have assessed the significance of the impact of the credit valuation adjustments on the overall valuation of our
derivative positions and have determined that the credit valuation adjustments are not significant to the overall valuation of our
derivatives. As a result, we have determined that our derivative valuations in their entirety are classified in Level II of the fair
value hierarchy.
Liabilities of consolidated VIEs
Our consolidated VIE liabilities generally represent bonds that are not owned by us. The majority of these are either
traded in the marketplace or can be analogized to similar securities that are traded in the marketplace. For these liabilities,
pricing is considered to be Level II, where the valuation is based upon quoted prices for similar instruments traded in active
markets. We generally utilize third party pricing service providers for valuing these liabilities. In order to determine whether to
utilize the valuations provided by third parties, we conduct an ongoing evaluation of their valuation methodologies and
processes, as well as a review of the individual valuations themselves. In evaluating third party pricing for reasonableness, we
consider a variety of factors, including market transaction information for the particular bond, market transaction information
for bonds within the same trust, market transaction information for similar bonds, the bond’s ratings and the bond’s
subordination levels.
For the minority portion of our consolidated VIE liabilities which consist of unrated or non-investment grade bonds
that are not owned by us, pricing may be either Level II or Level III. If independent third party pricing similar to that noted
above is available, we consider the valuation to be Level II. If such third party pricing is not available, the valuation is
generated from model-based techniques that use significant unobservable assumptions, and we consider the valuation to be
Level III. For VIE liabilities classified as Level III, valuation is determined based on discounted expected future cash flows
which take into consideration expected duration and yields based on market transaction information, ratings, subordination
levels, vintage and current market spread. VIE liabilities may shift between Level II and Level III of the fair value hierarchy if
the significant fair value inputs used to price the VIE liabilities become or cease to be observable.
157
Assets of consolidated VIEs
The securitization VIEs in which we invest are “static”; that is, no reinvestment is permitted, and there is no active
management of the underlying assets. In determining the fair value of the assets of the VIE, we maximize the use of observable
inputs over unobservable inputs. The individual assets of a VIE are inherently incapable of precise measurement given their
illiquid nature and the limitations on available information related to these assets. Because our methodology for valuing these
assets does not value the individual assets of a VIE, but rather uses the value of the VIE liabilities as an indicator of the fair
value of VIE assets as a whole, we have determined that our valuations of VIE assets in their entirety should be classified in
Level III of the fair value hierarchy.
Fair Value Only Disclosed
We determine the fair value of our financial instruments and assets where fair value is disclosed as follows:
Loans held-for-investment and loans held-for-sale
We estimate the fair values of our loans not carried at fair value on a recurring basis by discounting their expected cash
flows at a rate we estimate would be demanded by the market participants that are most likely to buy our loans. The expected
cash flows used are generally the same as those used to calculate our level yield income in the financial statements. Since these
inputs are unobservable, we have determined that the fair value of these loans in their entirety would be classified in Level III of
the fair value hierarchy.
HTM debt securities
We estimate the fair value of our mandatorily redeemable preferred equity interests in commercial real estate
companies and infrastructure bonds using the same methodology described for our loans held-for-investment. We estimate the
fair value of our HTM CMBS using the same methodology described for our CMBS carried at fair value on a recurring basis.
Secured financing agreements, CLOs and SASB
The fair value of the secured financing agreements, CLOs and SASB are determined by discounting the contractual
cash flows at the interest rate we estimate such arrangements would bear if executed in the current market. We have determined
that our valuation of these instruments should be classified in Level III of the fair value hierarchy.
Unsecured senior notes
The fair value of our unsecured senior notes is determined based on the last available bid price for the respective notes
in the current market. As these prices represent observable market data, we have determined that the fair value of these
instruments would be classified in Level II of the fair value hierarchy.
158
Fair Value Disclosures
The following tables present our financial assets and liabilities carried at fair value on a recurring basis in the
consolidated balance sheets by their level in the fair value hierarchy as of December 31, 2021 and 2020 (amounts in thousands):
Total
Level I
Level II
Level III
December 31, 2021
Financial Assets:
Loans under fair value option . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,936,025 $
RMBS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
CMBS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Equity security . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Woodstar Fund investments . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Domestic servicing rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Derivative assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
VIE assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 65,499,721 $
Financial Liabilities:
Derivative liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
VIE liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 59,766,343 $
143,980
22,244
11,624
1,040,309
16,780
48,216
61,280,543
59,752,922
13,421 $
— $
—
—
11,624
—
—
—
—
11,624 $
— $ 2,936,025
143,980
—
22,244
—
—
—
1,040,309
—
16,780
—
—
48,216
61,280,543
—
48,216 $ 65,439,881
13,421 $
—
— $
—
4,780,221
— $ 54,986,122 $ 4,780,221
54,972,701
Total
Level I
Level II
Level III
December 31, 2020
— $
—
—
11,247
—
—
—
11,247 $
— $ 1,022,979
167,349
—
19,457
—
—
—
13,202
—
—
40,555
64,238,328
—
40,555 $ 65,461,315
41,324 $
—
— $
—
2,019,876
— $ 60,797,819 $ 2,019,876
60,756,495
Financial Assets:
Loans under fair value option . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,022,979 $
RMBS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
CMBS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Equity security . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Domestic servicing rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Derivative assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
VIE assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 65,513,117 $
Financial Liabilities:
Derivative liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
VIE liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 62,817,695 $
167,349
19,457
11,247
13,202
40,555
64,238,328
62,776,371
41,324 $
159
The changes in financial assets and liabilities classified as Level III are as follows for the years ended December 31,
2021 and 2020 (amounts in thousands):
Loans at
Fair Value
RMBS
CMBS
Woodstar
Fund
Investments
Domestic
Servicing
Rights
VIE Assets
VIE
Liabilities
Total
$ 1,436,194
$ 189,576
$ 25,008
$
—
$
16,917
$ 62,187,175
$ (2,537,392) $ 61,317,478
January 1, 2020 balance . . . . . . . . . . . .
Total realized and unrealized gains
(losses): . . . . . . . . . . . . . . . . . . . . . . . . . .
Included in earnings: . . . . . . . . . . . . .
Change in fair value / gain on sale .
Net accretion . . . . . . . . . . . . . . . . .
Included in OCI . . . . . . . . . . . . . . . . .
Purchases / Originations . . . . . . . . . . . . .
Sales . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Issuances . . . . . . . . . . . . . . . . . . . . . . . . .
2,304,924
(2,802,722)
—
—
—
—
Cash repayments / receipts . . . . . . . . . . .
(225,155)
(26,000)
(4,829)
133,124
—
6,991
—
—
10,712
(6,939)
—
—
—
(7,940)
—
—
—
176,614
—
—
—
—
—
—
—
—
—
227
1,022,979
167,349
19,457
—
—
—
—
—
—
—
—
—
—
—
—
—
(3,715)
(2,405,599)
128,747
(2,140,452)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
10,712
(6,939)
2,304,924
(2,810,662)
(29,927)
(29,927)
(9,901)
(265,885)
(1,393,905)
(1,393,905)
1,902,944
1,902,944
(176,614)
—
4,665,636
(101,690)
4,563,946
(32,270)
21,248
(10,795)
13,202
64,238,328
(2,019,876)
63,441,439
Transfers into Level III . . . . . . . . . . . . . .
Transfers out of Level III . . . . . . . . . . . .
Transfers within Level III . . . . . . . . . . . .
Consolidation of VIEs . . . . . . . . . . . . . . .
Deconsolidation of VIEs . . . . . . . . . . . . .
December 31, 2020 balance . . . . . . . . .
Total realized and unrealized gains
(losses):
Included in earnings:
Change in fair value / gain on sale .
Net accretion . . . . . . . . . . . . . . . . .
Included in OCI . . . . . . . . . . . . . . . . .
Transfers into Level III . . . . . . . . . . . . . .
Transfers out of Level III . . . . . . . . . . . .
Transfers within Level III . . . . . . . . . . . .
Consolidation of VIEs . . . . . . . . . . . . . . .
Deconsolidation of VIEs . . . . . . . . . . . . .
December 31, 2021 balance . . . . . . . . .
Amount of unrealized gains (losses)
attributable to assets still held at
December 31, 2021:
Included in earnings . . . . . . . . . . . . .
Included in OCI . . . . . . . . . . . . . . . . .
Amount of unrealized gains (losses)
attributable to assets still held at
December 31, 2020: . . . . . . . . . . . . . . .
Included in earnings . . . . . . . . . . . . .
Included in OCI . . . . . . . . . . . . . . . . .
69,050
—
(894)
402
3,578
(6,830,193)
1,066,130
(5,691,927)
Purchases / Originations . . . . . . . . . . . . .
Sales . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Issuances . . . . . . . . . . . . . . . . . . . . . . . . .
5,351,019
(3,831,712)
—
—
—
—
Cash repayments / receipts . . . . . . . . . . .
(207,043)
(30,722)
(2,003)
—
—
10,457
(3,104)
—
—
—
—
—
—
—
—
—
—
—
7,241
—
524,491
—
—
—
—
—
—
—
—
—
—
—
5,684
1,039,907
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
10,457
(3,104)
5,351,019
(3,831,712)
(38,715)
(38,715)
(5,728)
(245,496)
(3,058,607)
(2,011,459)
1,152,827
1,152,827
(524,491)
—
—
5,332,754
(1,911,702)
3,421,052
(935,855)
35,450
(894,721)
$ 2,936,025
$ 143,980
$ 22,244
$ 1,040,309
$
16,780
$ 61,280,543
$ (4,780,221) $ 60,659,660
$
(8,036) $ 10,412
$
306
$
402
$
3,578
$ (6,830,193) $ 1,066,130
$ (5,757,401)
—
(3,066)
—
—
—
—
—
$
(3,066)
26,041
10,712
1,127
—
(6,939)
—
—
—
(3,715)
(2,327,393)
128,747
(2,164,481)
—
—
—
(6,939)
Amounts were transferred from Level II to Level III due to a decrease in the observable relevant market activity and
amounts were transferred from Level III to Level II due to an increase in the observable relevant market activity.
160
The following table presents the fair values of our financial instruments not carried at fair value on the consolidated
balance sheets (amounts in thousands):
Financial assets not carried at fair value:
December 31, 2021
December 31, 2020
Carrying
Value
Fair
Value
Carrying
Value
Fair
Value
Loans held-for-investment and loans held-for-sale . . . . . . . . $ 15,477,624 $ 15,526,235 $ 11,116,929 $ 11,107,316
515,253
HTM debt securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
656,864
538,605
683,136
Financial liabilities not carried at fair value:
Secured financing agreements, CLOs and SASB . . . . . . . . . . $ 15,192,966 $ 15,266,440 $ 11,076,744 $ 11,108,364
1,786,667
Unsecured senior notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,828,590
1,732,520
1,893,065
The following is quantitative information about significant unobservable inputs in our Level III measurements for
those assets and liabilities measured at fair value on a recurring basis (dollars in thousands):
Loans under fair
value option . . $
Carrying Value at
December 31, 2021
Valuation
Technique
Discounted cash
Unobservable
Input
Range (Weighted Average) as of (1)
December 31, 2021
December 31, 2020
2,936,025
flow, market pricing Coupon (d)
2.6% - 9.2% (4.2%)
Remaining contractual term (d)
6.3 - 39.9 years - (27.4 years)
FICO score (a)
LTV (b)
Purchase price (d)
582 - 829 (748)
1% - 94% (66%)
80.0% - 108.6% (102.3%)
84.4% - 104.8% (99.8%)
3.3% - 9.7% (5.9%)
7.3 - 39.3 years (26.3
years)
519 - 823 (727)
5% - 94% (68%)
RMBS . . . . . . . .
143,980 Discounted cash flow Constant prepayment rate (a)
4.8% - 19.2% (9.9%)
3.6% - 19.4% (7.6%)
Constant default rate (b)
Loss severity (b)
Delinquency rate (c)
Servicer advances (a)
Annual coupon deterioration (b)
Putback amount per projected
total collateral loss (e)
CMBS . . . . . . . .
22,244 Discounted cash flow Yield (b)
0.8% - 6.0% (2.1%)
0% - 86% (26%) (f)
10% - 35% (19%)
19% - 83% (52%)
0% - 1.7% (0.1%)
0.7% - 5.4% (2.4%)
0% - 85% (20%) (f)
10% - 32% (19%)
23% - 82% (54%)
0% - 0.9% (0.1%)
0% - 8% (0.5%)
0% - 17% (0.8%)
0% - 613.6% (9.3%)
0% - 536.6% (7.1%)
Duration (c)
0 - 7.2 years (5.2 years)
0 - 7.6 years (5.3 years)
Woodstar Fund
investments . . .
Domestic
servicing rights
1,040,309 Discounted cash flow Discount rate - properties (b)
Discount rate - debt (a)
5.8% - 6.3% (6.0%)
2.6% - 3.3% (2.9%)
Terminal capitalization rate (b)
4.8% - 5.3% (4.9%)
N/A
N/A
N/A
16,780 Discounted cash flow Debt yield (a)
Discount rate (b)
7.30% (7.30%)
15% (15%)
7.50% (7.50%)
15% (15%)
VIE assets . . . . .
61,280,543 Discounted cash flow Yield (b)
0% - 615.3% (13.0%)
0% - 312.2% (14.3%)
VIE liabilities . .
4,780,221 Discounted cash flow Yield (b)
Duration (c)
0 - 11.0 years (3.2 years)
0% - 615.3% (6.4%)
0 - 16.3 years (3.8 years)
0% - 312.2% (14.4%)
Duration (c)
0 - 11.0 years (2.3 years)
0 - 10.8 years (3.8 years)
______________________________________________________________________________________________________________________
(1)
Unobservable inputs were weighted by the relative carrying value of the instruments as of December 31, 2021 and
2020.
Information about Uncertainty of Fair Value Measurements
(a)
(b)
(c)
(d)
Significant increase (decrease) in the unobservable input in isolation would result in a significantly higher (lower) fair
value measurement.
Significant increase (decrease) in the unobservable input in isolation would result in a significantly lower (higher) fair
value measurement.
Significant increase (decrease) in the unobservable input in isolation would result in either a significantly lower or
higher (higher or lower) fair value measurement depending on the structural features of the security in question.
This unobservable input is not subject to variability as of the respective reporting dates.
161
(e)
(f)
Any delay in the putback recovery date leads to a decrease in fair value for the majority of securities in our RMBS
portfolio.
18% and 23% of the portfolio falls within a range of 45% - 80% as of December 31, 2021 and 2020, respectively.
22. Income Taxes
Certain of our domestic subsidiaries have elected to be treated as taxable REIT subsidiaries (“TRSs”). TRSs permit us
to participate in certain activities from which REITs are generally precluded, as long as these activities meet specific criteria,
are conducted within the parameters of certain limitations established by the Code and are conducted in entities which elect to
be treated as taxable subsidiaries under the Code. To the extent these criteria are met, we will continue to maintain our
qualification as a REIT.
Our TRSs engage in various real estate related operations, including special servicing of commercial real estate,
originating and securitizing mortgage loans, and investing in entities which engage in real estate-related operations. As of
December 31, 2021 and 2020, approximately $3.2 billion and $1.4 billion, respectively, of assets were owned by TRS entities.
Our TRSs are not consolidated for U.S. federal income tax purposes, but are instead taxed as corporations. For financial
reporting purposes, a provision for current and deferred taxes is established for the portion of earnings recognized by us with
respect to our interest in TRSs.
Our income tax provision consisted of the following for the years ended December 31, 2021, 2020 and 2019 (in
thousands):
Current
For the Year Ended December 31,
2021
2020
2019
Federal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
State . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total current . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
142 $
(80)
(392)
(330)
5,690 $
3,201
195
9,086
4,917
3,182
977
9,076
Deferred
Federal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
State . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total deferred . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total income tax provision . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
6,893
2,106
8,999
8,669 $
8,213
2,898
11,111
20,197 $
3,869
287
4,156
13,232
Deferred income taxes in our U.S. tax jurisdiction reflect the net tax effects of temporary differences between the
carrying amounts of the assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.
The following table presents the tax effects of temporary differences on net deferred tax (liabilities)/assets which are classified
in our consolidated balance sheets within accounts payable, accrued expenses and other liabilities at December 31, 2021 and
other assets at December 31, 2020 (in thousands):
Deferred tax (liabilities)/asset, net
Reserves and accruals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Domestic intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Lease assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Lease liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investments in unconsolidated entities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net operating and other carryforwards . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other U.S. temporary differences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net deferred tax (liabilities)/assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
$
December 31,
2021
2020
3,155 $
(9,652)
—
—
(1,515)
1,908
14
(6,090) $
4,571
(1,672)
(310)
579
(1,236)
974
2
2,908
Unrecognized tax benefits were not material as of and during the years ended December 31, 2021 and 2020. The
Company’s tax returns are no longer subject to audit for years ended prior to January 1, 2018. The Company had pre-tax
162
income from foreign operations of $0.9 million during the year ended December 31, 2019. There was no pre-tax income from
foreign operations during the years ended December 31, 2021 and 2020.
The following table is a reconciliation of our U.S. federal income tax provision determined using our statutory federal
tax rate to our reported income tax provision for the years ended December 31, 2021, 2020 and 2019 (dollars in thousands):
For the Year Ended December 31,
2021
2020
2019
Federal statutory tax rate . . . . . . . . . . . . . . . . . . . . . . . $ 105,230
(92,121)
REIT and other non-taxable income . . . . . . . . . . . . . .
4,307
State income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(905)
Federal benefit of state tax deduction . . . . . . . . . . . . .
Net operating loss carryback rate differential . . . . . . .
—
(6,635)
Intra-entity transfers . . . . . . . . . . . . . . . . . . . . . . . . . .
(1,207)
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8,669
Effective tax rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
21.0 % $ 81,118
(58,265)
(18.4) %
7,509
0.9 %
(1,577)
(0.2) %
(3,387)
— %
(5,385)
(1.3) %
(0.3) %
184
1.7 % $ 20,197
21.0 % $ 115,535
(15.1) % (106,301)
3,034
1.9 %
(637)
(0.4) %
—
(0.9) %
—
(1.4) %
0.1 %
1,601
5.2 % $ 13,232
21.0 %
(19.3) %
0.5 %
(0.1) %
— %
— %
0.3 %
2.4 %
There were no valuation allowances during the years ended December 31, 2021, 2020 and 2019.
In response to the COVID-19 pandemic, the U.S. and many other governments have enacted, or are contemplating
enacting, measures to provide aid and economic stimulus. These measures included deferring the due dates of tax payments
and other changes to their income and non-income-based tax laws. The Coronavirus Aid, Relief, and Economic Security Act
(the “CARES Act”), which was enacted on March 27, 2020 in the U.S., included measures to assist companies, including
temporary changes to income and non-income-based tax laws, and allowed companies to carry back tax net operating losses
(“NOLs”) generated in 2018 to 2020 to the five preceding tax years. The Company has carried back its NOL generated in 2020
to a year in which the federal tax rate was 35%. We continue to monitor additional guidance issued by the U.S. Treasury
Department, the Internal Revenue Service and others.
23. Commitments and Contingencies
As of December 31, 2021, our Commercial and Residential Lending Segment had future commercial loan funding
commitments totaling $2.8 billion, of which we expect to fund $2.2 billion. These future funding commitments primarily relate
to construction projects, capital improvements, tenant improvements and leasing commissions. Additionally, as of December
31, 2021, our Commercial and Residential Lending Segment had outstanding residential loan purchase commitments of $1.3
billion.
As of December 31, 2021, our Infrastructure Lending Segment had future infrastructure loan funding commitments
totaling $147.0 million, including $131.6 million under revolvers and letters of credit (“LCs”), and $15.4 million under delayed
draw term loans. As of December 31, 2021, $11.2 million of revolvers and LCs were outstanding. Additionally, as of December
31, 2021, our Infrastructure Lending Segment had outstanding loan purchase commitments of $56.4 million.
In connection with the Infrastructure Lending Segment acquisition, we assumed guarantees of certain borrowers’
performance under existing interest rate swaps. As of December 31, 2021, we had four outstanding guarantees on interest rate
swaps maturing between August 2022 and June 2025. Refer to Note 14 for further discussion.
Generally, funding commitments are subject to certain conditions that must be met, such as customary construction
draw certifications, minimum debt service coverage ratios or executions of new leases before advances are made to the
borrower.
Management is not aware of any other contractual obligations, legal proceedings, or any other contingent obligations
incurred in the normal course of business that would have a material adverse effect on our consolidated financial statements.
163
Lease Commitment Disclosures
Our lease commitments consist of corporate office leases and ground leases for investment properties, all of which are
classified as operating leases. We sublease some of the space within our corporate offices to third parties. The following lease
commitment disclosures do not include leases which have not yet commenced as of December 31, 2021, such as the new Miami
Beach office lease agreement discussed in Note 17. Our lease costs and sublease income were as follows (in thousands):
For the Year Ended December 31,
2020
2019
2021
Operating lease costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Short-term lease costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sublease income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total lease cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
4,100 $
2,227
(766)
5,560 $
5,571 $
42 $
(1,509) $
4,104 $
5,634
115
(1,613)
4,136
Information concerning our operating lease liabilities, which are classified within accounts payable, accrued expenses
and other liabilities in our consolidated balance sheets as of December 31, 2021 and 2020, is as follows (dollars in thousands):
Cash paid for amounts included in the measurement of lease liabilities —
operating . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
1,274 $
6,268
For the Year Ended December 31,
2021
2020
Weighted-average remaining lease term . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Weighted-average discount rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
7.0 years
4.0 %
7.0 years
4.1 %
December 31, 2021
December 31, 2020
Future maturity of operating lease liabilities:
2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2024 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2025 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2026 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less interest component . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating lease liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
1,605
1,624
1,643
1,713
1,559
3,085
11,227
(1,466)
9,761
164
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25. Subsequent Events
Our significant events subsequent to December 31, 2021 were as follows:
Unsecured Senior Notes
In January 2022, we issued $500.0 million of 4.375% Senior Notes due 2027 which mature on January 15, 2027. At
closing, we swapped the notes to a floating rate of SOFR + 2.95%.
Collateralized Loan Obligations
In January 2022, we refinanced a pool of our infrastructure loans held-for-investment through a $500.0 million CLO,
STWD 2021-SIF2, with $410.0 million of third party financing at a weighted average coupon of SOFR + 1.89%. The CLO
contains a reinvestment feature that, subject to certain eligibility criteria, allows us to contribute new loans or participation
interests in loans to the CLO for a period of three years.
In February 2022, we refinanced a pool of our commercial loans held-for-investment through a $1.0 billion CLO,
STWD 2022-FL3, with $842.5 million of third party financing at a weighted average coupon of SOFR + 1.64%. The CLO
contains a reinvestment feature that, subject to certain eligibility criteria, allows us to contribute new loans or participation
interests in loans to the CLO for a period of two years.
170
Starwood Property Trust, Inc. and Subsidiaries
Schedule III—Real Estate and Accumulated Depreciation
December 31, 2021
(Dollars in thousands)
Property Type /
Geographic Location
Aggregated Properties
Initial Cost
to Company
Encumbrances
Land
Property
Costs
Capitalized
Subsequent to
Acquisition(1)
Gross Amounts Carried at
December 31, 2021
Property
Total
Land
Accumulated
Depreciation(3)
Acquisition
Date
Hotel - U.S., Midwest (1 property)
$
— $
—
$
5,565
$
1,109
$
— $
6,674
$
6,674
$
(3,373)
Feb-18
Medical office - U.S., Midwest (7
properties) . . . . . . . . . . . . . . . . . .
Medical office - U.S., North East
(7 properties) . . . . . . . . . . . . . . .
Medical office - U.S., South East
(6 properties) . . . . . . . . . . . . . . .
Medical office - U.S., South West
(8 properties) . . . . . . . . . . . . . . .
Medical office - U.S., West (6
properties) . . . . . . . . . . . . . . . . . .
Mixed Use - U.S., West (1
property) . . . . . . . . . . . . . . . . . .
Multifamily - U.S., South East (1
property) . . . . . . . . . . . . . . . . . .
Office - U.S., North East (1
property) . . . . . . . . . . . . . . . . . . .
Office - U.S., South East (1
property) . . . . . . . . . . . . . . . . . . .
Office - U.S., West (1 property) . .
Retail - U.S., Mid Atlantic (1
property) . . . . . . . . . . . . . . . . . .
Retail - U.S., Midwest (7
properties) . . . . . . . . . . . . . . . . . .
Retail - U.S., North East (1
property) . . . . . . . . . . . . . . . . . .
Retail - U.S., South East (5
properties) . . . . . . . . . . . . . . . . . .
Retail - U.S., South West (6
properties) . . . . . . . . . . . . . . . . . .
Retail - U.S., West (2 properties) .
Self-storage - U.S., North East (1
property) . . . . . . . . . . . . . . . . . . .
Industrial - U.S., South East (2
properties) . . . . . . . . . . . . . . . . . .
Residential - U.S., North East (1
property) . . . . . . . . . . . . . . . . . . .
78,048
2,764
97,797
1,697
2,764
99,494
102,258
(15,882)
Dec-16
191,661
11,283
176,996
147
11,283
177,143
188,426
(27,119)
Dec-16
107,252
7,930
117,740
1,008
7,930
118,748
126,678
(19,050)
Dec-16
125,345
15,921
126,842
1,289
15,921
128,131
144,052
(21,992)
Dec-16
97,694
13,415
107,845
878
13,415
108,723
122,138
(19,763)
Dec-16
8,667
1,003
14,323
955
1,003
15,278
16,281
(2,592)
Feb-16
7,522
1,284
7,189
629
1,284
7,818
9,102
(922)
Aug-19
18,958
7,250
10,614
8,296
7,250
18,910
26,160
(4,286)
May-18
24,433
—
4,879
—
16,862
4,261
2,808
8,391
4,879
—
19,672
12,652
24,551
12,652
(6,976)
(4,170)
Oct-16
Oct-17
18,000
6,432
6,315
13,308
6,432
19,623
26,055
(4,518)
Mar-16
79,124
24,384
109,445
1,403
24,384
110,848
135,232
(17,490)
Nov-15 to
Sep-17
11,397
472
12,260
632
472
12,891
13,363
(2,817)
Nov-15
43,302
21,353
60,618
602
21,353
61,220
82,573
76,112
37,254
33,000
18,633
78,579
36,794
133
37,254
78,711
115,965
—
18,633
36,794
55,427
(5,414)
Sep-17
(8,069)
(13,289)
Sep-16 to
Sep-17
Oct-14 to
Sep-17
14,500
2,202
11,498
370
2,202
11,868
14,070
(2,051)
Dec-15
50,000
8,990
10,276
2,833
8,990
13,109
22,099
(1,684)
—
—
104,088
—
—
104,088
104,088
—
$
985,015
$ 185,449
$ 1,115,907
$
46,488
$ 185,449
$ 1,162,395 $ 1,347,844 (2) $
(181,457)
Mar-19 to
Apr-19
Oct-20 to
Apr-21
__________________________________________
Notes to Schedule III:
(1)
(2)
(3)
No material costs subsequent to acquisition were capitalized to land.
The aggregate cost for federal income tax purposes is $1.5 billion.
Depreciation is computed based upon estimated useful lives as described in Note 7 to the Consolidated Financial Statements.
171
The following schedule presents our real estate activity during the years ended December 31, 2021, 2020 and
2019 (in thousands):
2021
2020
2019
Beginning balance, January 1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,573,296 $ 2,490,630 $ 2,972,803
Additions during the year:
Acquisitions (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Acquisitions through foreclosure and other transfers . . . . . . . . . . . . . . . . .
Improvements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Contingent consideration issued . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total additions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
28,843
24,390
—
53,233
—
75,245
25,164
1,576
101,985
8,472
27,416
30,865
2,877
69,630
Deductions during the year:
Costs of real estate sold . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Reclassification of multifamily properties (2) . . . . . . . . . . . . . . . . . . . . . .
Foreign currency translation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total deductions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(535,417)
—
(15,702)
(684)
(551,803)
Ending balance, December 31 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,347,844 $ 2,573,296 $ 2,490,630
(1,222,740)
—
—
(1,278,685)
(19,319)
—
—
—
(19,319)
(55,945)
__________________________________________
(1)
(2)
Refer to Note 17 to the Consolidated Financial Statements for a discussion of property acquisitions from related
parties.
Refer to Notes 2, 7 and 8 to the Consolidated Financial Statements for a discussion of the reclassification of our
multifamily properties upon establishment of the Woodstar Fund which, as an investment company under GAAP, is
required to present its investments at fair value on an unconsolidated basis. The net investment in the multifamily
properties is now reflected within “Investments of consolidated affordable housing fund, at fair value” in our
consolidated balance sheet.
The following schedule presents activity within accumulated depreciation during the years ended December 31, 2021,
2020 and 2019 (in thousands):
2021
2020
2019
Beginning balance, January 1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Depreciation expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Reclassification of multifamily properties (1) . . . . . . . . . . . . . . . . . . . . . .
Disposition/write-offs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign currency translation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ending balance, December 31 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
302,143 $
72,299
(186,716)
(6,269)
—
181,457 $
224,190 $
81,610
—
(3,657)
—
302,143 $
187,913
92,024
—
(54,260)
(1,487)
224,190
__________________________________________
(1)
Refer to Notes 2, 7 and 8 to the Consolidated Financial Statements for a discussion of the reclassification of our
multifamily properties upon establishment of the Woodstar Fund which, as an investment company under GAAP, is
required to present its investments at fair value on an unconsolidated basis. The net investment in the multifamily
properties is now reflected within “Investments of consolidated affordable housing fund, at fair value” in our
consolidated balance sheet.
172
Description/Location
Individually Significant Mortgage Loans
None exceeding 3% of total carrying amount
Aggregated First Mortgages: (4)
Hotel, International, Floating (1 mortgage) . . . . . . .
Hotel, International, Floating (4 mortgages) . . . . . .
Hotel, Mid Atlantic, Floating (5 mortgages) . . . . . .
Hotel, Midwest, Floating (4 mortgages) . . . . . . . . . .
Hotel, North East, Floating (4 mortgages) . . . . . . . .
Hotel, South East, Floating (10 mortgages) . . . . . . .
Hotel, South West, Floating (10 mortgages) . . . . . .
Hotel, Various, Fixed (2 mortgages) . . . . . . . . . . . .
Hotel, Various, Floating (12 mortgages) . . . . . . . . .
Hotel, West, Floating (19 mortgages) . . . . . . . . . . . .
Industrial, International, Floating (6 mortgages) . . .
Industrial, International, Floating (5 mortgages) . . .
Industrial, International, Floating (2 mortgages) . . .
Industrial, North East, Floating (4 mortgages) . . . . .
Industrial, North East, Floating (1 mortgage) . . . . . .
Industrial, South East, Fixed (4 mortgages) . . . . . . .
Industrial, West, Floating (2 mortgages) . . . . . . . . .
Mixed Use, International, Fixed (2 mortgages) . . . .
Mixed Use, International, Floating (2 mortgages) . .
Mixed Use, International, Floating (1 mortgage) . . .
Mixed Use, International, Floating (1 mortgage) . . .
Mixed Use, Mid Atlantic, Floating (1 mortgage) . . .
Mixed Use, South East, Floating (8 mortgages) . . . .
Mixed Use, South West, Floating (10 mortgages) . .
Multi-family, International, Floating (1 mortgage) .
Multi-family, International, Floating (1 mortgage) .
Multi-family, International, Floating (4 mortgages) .
Multi-family, Mid Atlantic, Floating (6 mortgages)
Multi-family, Mid Atlantic, Floating (2 mortgages)
Multi-family, Midwest, Fixed (1 mortgage) . . . . . . .
Multi-family, Midwest, Floating (4 mortgages) . . . .
Multi-family, North East, Floating (25 mortgages) .
Multi-family, North East, Floating (1 mortgage) . . .
Multi-family, South East, Floating (15 mortgages) .
Multi-family, South East, Floating (5 mortgages) . .
Multi-family, South West, Floating (21 mortgages)
Multi-family, South West, Floating (2 mortgages) .
Multi-family, West, Floating (17 mortgages) . . . . . .
Multi-family, West, Floating(1 mortgage) . . . . . . . .
Office, International, Floating (2 mortgages) . . . . . .
Office, International, Floating (4 mortgages) . . . . . .
Office, International, Floating (2 mortgages) . . . . . .
Office, International, Floating (2 mortgages) . . . . . .
Office, Mid Atlantic, Floating (46 mortgages) . . . . .
Office, Mid Atlantic, Floating (1 mortgage) . . . . . .
Office, Midwest, Floating (14 mortgages) . . . . . . . .
Office, North East, Floating (24 mortgages) . . . . . .
Office, North East, Floating (2 mortgages) . . . . . . .
Office, South East, Fixed (2 mortgages) . . . . . . . . .
Office, South East, Floating (8 mortgages ) . . . . . . .
Office, South West, Floating (17 mortgages) . . . . . .
Starwood Property Trust, Inc. and Subsidiaries
Schedule IV—Mortgage Loans on Real Estate
December 31, 2021
(Dollars in thousands)
Prior
Face
Liens (1) Amount (1)
Carrying
Amount
Interest Rate (2)
Payment Maturity
Date (3)
Terms (1)
Principal
Amount of
Delinquent Loans
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
95,714
56,377
N/A
111,785
N/A
53,482
N/A
313,059
N/A
224,800
N/A
178,590
N/A
68,402
N/A
468,593
N/A
413,824
3EU+4.50%
L+3.00% to 9.00%
L+2.00% to 6.80%
L+2.25% to 8.63%
L+2.25% to 7.92%
L+2.40% to 13.27%
L+2.00% to 7.67%
10.50%
L+2.00% to 11.75%
L+2.00% to 9.50%
N/A
N/A
N/A
107,097
102,199
3BBSY+3.00% to 3.25%
3EU+2.25% to 10.25%
88,310 3GBP SONIA+2.15% to 4.50%
N/A
123,057
N/A
N/A
N/A
N/A
16,736
34,644
90,029
41,358
N/A
104,056
N/A
483,107
N/A
233,027
N/A
172,562
N/A
139,119
N/A
320,862
N/A
151,578
N/A
307,852
N/A
237,685
N/A
229,881
N/A
143,670
N/A
N/A
702
76,252
N/A
664,074
N/A
N/A
73,682
372,761
N/A
273,353
N/A
531,238
N/A
88,261
N/A
511,624
N/A
N/A
57,384
55,679
L+2.40% to 7.25%
SOFR+4.20%
8.18%
L+1.75% to 7.50%
8.50% to 10.00%
3EU+4.65%
3GBP SONIA+5.35%
GBP SONIA+4.00%
L+3.15%
L+2.25% to 11.14%
L+2.75% to 11.50%
3BBSY+3.95%
3GBP+3.95%
3GBP SONIA+2.66%
L+1.75% to 7.75%
SOFR+2.25% to 9.00%
6.28%
L+2.75% to 9.75%
L+2.50% to 10.75%
SOFR+3.00%
L+2.70% to 10.75%
SOFR+2.75% to 3.30%
L+2.50% to 4.25%
SOFR+1.75% to 7.25%
L+2.50% to 9.00%
SOFR+3.25%
3EU+7.50%
N/A
426,769
3GBP+3.50% to 4.25%
N/A
N/A
N/A
N/A
79,746
98,813
797,022
59,789
N/A
139,529
N/A
836,083
N/A
N/A
52,774
50,713
N/A
317,524
N/A
491,284
173
3GBP SONIA+3.25%
EU+6.00% to 7.80%
L+1.75% to 7.50%
SOFR+3.75%
L+1.75% to 9.75%
L+2.60% to 10.25%
SOFR+2.75% to 8.50%
5.00% to 12.00%
L+1.65% to 10.40%
L+2.00% to 8.55%
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
2025
2022
2022
2023
2022-2024
2022-2024
2023
2023
2023-2024
2022-2024
2025
2023-2024
2023-2024
2024
2025
2024
2024
2022
2023
2025
2022
2024
2024
2023-2024
2024
2024
2024
2024
2025
2024
2024
2022-2025
2025
2023-2024
2024-2025
2022-2025
2025
2023-2024
2025
2024
2023
2025
2022
2022-2023
2025
2022-2024
2022-2024
2025
2024
2024
2023-2024
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
Description/Location
Office, West, Floating (40 mortgages) . . . . . . . . . . .
Other, International, Floating (1 mortgage) . . . . . . .
Other, Midwest, Floating (4 mortgages) . . . . . . . . . .
Other, North East, Fixed (1 mortgage) . . . . . . . . . . .
Other, North East, Floating (11 mortgages) . . . . . . .
Other, Various, Fixed (1 mortgage) . . . . . . . . . . . . .
Other, West, Floating (4 mortgages) . . . . . . . . . . . .
Residential, North East, Floating (7 mortgages) . . .
Residential, Various, Fixed (116 mortgages) . . . . . .
Residential, South East, Floating (2 mortgages) . . .
Residential, West, Floating (5 mortgages) . . . . . . . .
Retail, Midwest, Floating (4 mortgages) . . . . . . . . .
Retail, North East, Floating (1 mortgage) . . . . . . . .
Retail, South West, Floating (4 mortgages) . . . . . . .
Retail, West, Fixed (1 mortgage) . . . . . . . . . . . . . . .
Loans Held-for-Sale, Various, Fixed . . . . . . . . . . . .
Aggregated Subordinated and Mezzanine Loans: (4)
Hotel, South East, Floating (3 mortgages) . . . . . . . .
Hotel, West, Floating (1 mortgage) . . . . . . . . . . . . .
Industrial, South East, Fixed (1 mortgage) . . . . . . . .
Industrial, West, Floating (2 mortgages) . . . . . . . . .
Mixed Use, International, Floating (1 mortgage) . . .
Mixed Use, South West, Floating (1 mortgage) . . . .
Multi-family, North East, Floating (1 mortgage) . . .
Multi-family, North East, Floating (1 mortgage) . . .
Office, International, Floating (5 mortgages) . . . . . .
Office, North East, Fixed (2 mortgages) . . . . . . . . .
Office, West, Floating (4 mortgages) . . . . . . . . . . . .
Retail, Midwest, Fixed (1 mortgage) . . . . . . . . . . . .
Loan Loss Allowance . . . . . . . . . . . . . . . . . . . . . . . .
Prepaid Loan Costs, Net . . . . . . . . . . . . . . . . . . . . . .
__________________________________________
Notes to Schedule IV:
Prior
Face
Liens (1) Amount (1)
Carrying
Amount
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
—
—
N/A
604,282
N/A
335,877
N/A
N/A
59,900
9,200
N/A
258,810
N/A
N/A
39,665
32,179
N/A
122,024
N/A
N/A
N/A
N/A
59,225
29,939
73,982
41,056
N/A
199,090
N/A
N/A
23,498
219
N/A 2,876,800
N/A
N/A
N/A
N/A
N/A
87,905
15,320
3,046
11,578
29,136
N/A
108,970
N/A
N/A
N/A
N/A
29,079
13,433
48,486
35,637
N/A
101,263
N/A
4,925
—
—
(46,600)
(5,636)
Interest Rate (2)
L+1.75% to 6.85%
3GBP SONIA+4.35%
L+4.50% to 11.17%
4.09%
L+3.40% to 11.00%
10.00%
L+7.00%
L+4.25% to 8.60%
3.38% to 8.25%
L+4.75% to 10.54%
L+2.75% to 8.60%
L+2.75% to 10.75%
L+7.25% to 13.50%
L+2.25% to 15.25%
7.26%
2.64% to 9.15%
L+6.75% to 9.35%
L+10.98%
8.18%
L+11.30%
3EU+7.25%
L+11.85%
L+4.50%
SOFR+13.75%
3EU+7.00% to 8.95%
8.72%
L+6.24% to 6.67%
7.16%
Payment Maturity
Date (3)
Terms (1)
Principal
Amount of
Delinquent Loans
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
2021-2023
219,754
2024
2022
2026
2022-2025
2025
2022
2022
2028-2060
2023
2022-2024
2022
2021
2022
2023
—
—
9,200
—
—
—
—
9,661
—
—
—
199,090
—
—
2029-2061
20,250
2022-2024
2025
2024
2024
2022
2022
2023
2025
2024-2025
2023
2022-2024
2024
—
—
—
—
—
—
—
—
—
—
—
4,925
—
—
$ 16,368,799 (5)
$
462,880
(1)
(2)
(3)
(4)
(5)
Disclosure of prior liens, face amount and payment terms are only required for individually significant mortgage loans.
L = one month LIBOR rate, 3GBP = three month GBP LIBOR rate, EU = one month EURO LIBOR rate, 3EU = three month EURO LIBOR rate, GBP SONIA =
one month GBP SONIA rate, 3GBP SONIA = three month GBP SONIA rate, SOFR = one month SOFR rate, 3BBSY = three month BBSY rate.
Based on management’s judgment of extension options being exercised.
First mortgages include first mortgage loans and any contiguous mezzanine loan components because as a whole, the expected credit quality of these loans is
more similar to that of a first mortgage loan.
The aggregate cost for federal income tax purposes is $16.4 billion.
174
The following schedule presents activity within our Commercial and Residential Lending Segment and Investing and Servicing
Segment loan portfolios during the years ended December 31, 2021, 2020 and 2019 (amounts in thousands):
For the year ended December 31,
2021
2020
9,890,693 $
(10,112)
Balance at January 1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 10,584,400 $
Cumulative effect of ASC 326 effective January 1, 2020 . . . . . . . . . . . . . . . . . . . . . . . . .
Acquisitions/originations/additional funding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Capitalized interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Basis of loans sold . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Loan maturities/principal repayments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Discount accretion/premium amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Changes in fair value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign currency translation, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Credit loss reversal (provision), net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Loan foreclosures and other transfers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Transfer to/from other asset classifications or between segments . . . . . . . . . . . . . . . . . .
Balance at December 31 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 16,368,799 $ 10,584,400 $
—
13,173,459
118,273
(4,139,166)
(3,709,444)
51,816
69,050
(71,419)
7,947
(36,308)
320,191
5,058,705
143,023
(3,246,515)
(1,590,379)
38,942
133,124
102,748
(40,955)
(71,488)
176,614
2019
7,806,699
—
8,174,321
109,978
(3,921,171)
(2,387,843)
29,775
71,601
38,050
(2,616)
(27,303)
(798)
9,890,693
Refer to Note 17 to the Consolidated Financial Statements for a discussion of loan activity with related parties.
175
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None.
Item 9A. Controls and Procedures.
Disclosure Controls and Procedures. We maintain disclosure controls and procedures that are designed to ensure that
information required to be disclosed in our reports filed pursuant to the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the Securities and
Exchange Commission’s rules and forms and that such information is accumulated and communicated to our management,
including our Chief Executive Officer, as appropriate, to allow timely decisions regarding required disclosures.
As of the end of the period covered by this report, we conducted an evaluation, under the supervision and with the
participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the
design and operation of our disclosure controls and procedures. Based on that evaluation, our Chief Executive Officer and Chief
Financial Officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by
this report.
Management Report on Internal Control Over Financial Reporting. Our management is responsible for establishing
and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is a process
designed under the supervision of our principal executive and principal financial officers to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of our financial statements for external reporting purposes in
accordance with accounting principles generally accepted in the United States of America.
As of December 31, 2021, our management conducted an assessment of the effectiveness of our internal control over
financial reporting based on the framework established in Internal Control—Integrated Framework, issued by the Committee of
Sponsoring Organizations of the Treadway Commission in 2013. Based on this assessment, our management has concluded that
our internal control over financial reporting as of December 31, 2021 is effective.
Our internal control over financial reporting includes policies and procedures that pertain to the maintenance of
records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of assets; provide reasonable
assurances that transactions are recorded as necessary to permit preparation of financial statements in accordance with
accounting principles generally accepted in the U.S., and that receipts and expenditures are being made only in accordance with
authorizations of our management and directors; and provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.
The effectiveness of our internal control over financial reporting as of December 31, 2021 has been audited by
Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report included in this Form 10-K,
which expresses an unqualified opinion on the effectiveness of our internal control over financial reporting as of December 31,
2021.
Changes in Internal Control Over Financial Reporting. No change in internal control over financial reporting (as
defined in Rule 13a-15(f) under the Exchange Act) occurred during the quarter ended December 31, 2021 that has materially
affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information.
None.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspection.
Not applicable.
176
Item 10. Directors, Executive Officers and Corporate Governance.
PART III
Information required by this Item with respect to members of our board of directors and with respect to our Audit
Committee will be contained in the Proxy Statement for the 2022 Annual Meeting of Shareholders (“2022 Proxy Statement”)
under the captions “Election of Directors” and “Board and Committee Meetings—Audit Committee” and is incorporated herein
by this reference. Information required by this Item with respect to our executive officers will be contained in the 2022 Proxy
Statement under the caption “Our Executive Officers,” and is incorporated herein by this reference.
Code of Ethics
We have adopted a Code of Business Conduct and Ethics for all directors, officers and employees of the Company
which is available on our website at http://ir.starwoodpropertytrust.com/govdocs. In addition, stockholders may request a free
copy of the Code of Business Conduct and Ethics from:
Starwood Property Trust, Inc.
Attention: Investor Relations
591 West Putnam Avenue
Greenwich, CT 06830
(202) 422-7700
We have also adopted a Code of Ethics for our Principal Executive Officer and Senior Financial Officers setting forth
a code of ethics applicable to our Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer,
which is available on our website at http://ir.starwoodpropertytrust.com/govdocs. Stockholders may request a free copy of the
Code of Ethics for Principal Executive Officer and Senior Financial Officers from the address and phone number set forth
above.
Corporate Governance Guidelines
We have also adopted Corporate Governance Guidelines, which are available on our website at http://
ir.starwoodpropertytrust.com/govdocs. Stockholders may request a free copy of the Corporate Governance Guidelines from the
address and phone number set forth above.
Item 11. Executive Compensation.
Information required by this Item will be contained in the 2022 Proxy Statement under the captions “Executive
Compensation” and “Non-Employee Director Compensation” and is incorporated herein by this reference, provided that the
Compensation Committee Report shall not be deemed to be “filed” with this Form 10-K.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
Information required by this Item will be contained in the 2022 Proxy Statement under the captions “Security
Ownership of Certain Beneficial Owners, Directors and Management” and “Executive Compensation – Equity Compensation
Plan Information” and is incorporated herein by this reference.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
Information required by this Item will be contained in the 2022 Proxy Statement under the captions “Certain
Relationships and Related Transactions” and “How Directors are Selected, Elected and Evaluated—Determination of Director
Independence” and is incorporated herein by this reference.
Item 14. Principal Accountant Fees and Services.
Information required by this Item will be contained in the 2022 Proxy Statement under the captions “Independent
Registered Public Accounting Firm” and “Independent Registered Public Accounting Firm – Pre-Approval Policies for Services
of Independent Registered Public Accounting Firm” and is incorporated herein by reference.
177
PART IV
Item 15. Exhibits and Financial Statement Schedules.
(a) Documents filed as part of this report:
(1) Financial Statements:
See Item 8—“Financial Statements and Supplementary Data”, filed herewith, for a list
of financial statements.
(2) Financial Statement Schedules:
Included within Item 8:
Schedule III—Real Estate and Accumulated Depreciation
Schedule IV—Mortgage Loans on Real Estate
(3) Exhibits:
Exhibit No.
2.1
Description
Asset Purchase Agreement, dated August 7, 2018, between Starwood Property Trust, Inc., as buyer, and
GE Capital Global Holdings, LLC, as seller (Incorporated by reference to Exhibit 2.1 of the Company’s
Quarterly Report on Form 10-Q filed November 9, 2018)
3.1
3.2
4.1
4.2
4.3
4.4
4.5
4.6
4.7
Articles of Amendment and Restatement of Starwood Property Trust, Inc. (Incorporated by reference to
Exhibit 3.1 of the Company’s Quarterly Report on Form 10-Q filed November 16, 2009)
Amended and Restated Bylaws of Starwood Property Trust, Inc., effective as of March 16, 2020
(Incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed March 20,
2020)
Indenture for Senior Debt Securities, dated as of February 15, 2013, between Starwood Property Trust,
Inc. and The Bank of New York Mellon, as trustee (Incorporated by reference to Exhibit 4.6 of the
Company’s Registration Statement on Form S-3 (File No. 333-210560) filed April 1, 2016).
Fourth Supplemental Indenture, dated as of March 29, 2017, between Starwood Property Trust, Inc. and
The Bank of New York Mellon, as trustee (Incorporated by reference to Exhibit 4.2 of the Company’s
Current Report on Form 8-K filed March 29, 2017)
Form of 4.375% Convertible Senior Notes due 2023 (Incorporated by reference as Exhibit A to
Exhibit 4.2 of the Company’s Current Report on Form 8-K filed March 29, 2017)
Indenture, dated as of December 4, 2017, between Starwood Property Trust, Inc. and The Bank of New
York Mellon, as trustee (including the form of Starwood Property Trust, Inc.’s 4.750% Senior Notes due
2025) (Incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed
December 4, 2017)
Registration Rights Agreement, dated as of December 4, 2017, between Starwood Property Trust, Inc.
and J.P. Morgan Securities LLC, as representative of the initial purchasers (Incorporated by reference to
Exhibit 4.2 of the Company’s Current Report on Form 8-K filed December 4, 2017)
Registration Rights Agreement, dated as of December 28, 2017, among Starwood Property Trust, Inc.
and the persons listed on Schedule I thereto (Incorporated by reference to Exhibit 4.13 of the Company’s
Annual Report on Form 10-K filed February 28, 2018)
Indenture, dated as of November 2, 2020, between Starwood Property Trust, Inc. and The Bank of New
York Mellon, as trustee (including the form of Starwood Property Trust, Inc.’s 5.500% Senior Notes due
2023) (Incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed
November 2, 2020)
178
Exhibit No.
4.8
Description
Indenture, dated as of July 14, 2021, between Starwood Property Trust, Inc. and The Bank of New York
Mellon, as trustee (including the form of Starwood Property Trust, Inc.’s 3.625% Senior Notes due 2026)
(Incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed July 14,
2021)
4.9
4.10
4.11
10.1
10.2
10.3
10.4
10.5
10.6
10.7
10.8
10.9
Indenture, dated as of December 15, 2021, between Starwood Property Trust, Inc. and The Bank of New
York Mellon, as trustee (including the form of Starwood Property Trust, Inc.’s 3.750% Senior Notes due
2024) (Incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed
December 15, 2021)
Indenture, dated as of January 25, 2022, between Starwood Property Trust, Inc. and The Bank of New
York Mellon, as trustee (including the form of Starwood Property Trust, Inc.’s 4.375% Senior Notes due
2027) (Incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed
January 25, 2022)
Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934
(Incorporated by reference to Exhibit 4.14 of the Company’s Annual Report on Form 10-K filed February
25, 2020)
Registration Rights Agreement, dated August 17, 2009, among Starwood Property Trust, Inc., SPT
Investment, LLC and SPT Management, LLC (Incorporated by reference to Exhibit 10.2 of the
Company’s Quarterly Report on Form 10-Q filed November 16, 2009)
Management Agreement, dated August 17, 2009, among SPT Management, LLC and Starwood Property
Trust, Inc. (Incorporated by reference to Exhibit 10.3 of the Company’s Quarterly Report on Form 10-Q
filed November 16, 2009)
Amendment No. 1, dated as of May 7, 2012, to Management Agreement, dated August 17, 2009, as
amended, between Starwood Property Trust, Inc. and SPT Management, LLC (Incorporated by reference
to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed May 8, 2012)
Amendment No. 2, dated as of December 4, 2014, to Management Agreement, dated August 17, 2009, as
amended, between Starwood Property Trust, Inc. and SPT Management, LLC (Incorporated by reference
to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed December 5, 2014)
Amendment No. 3, dated as of August 4, 2016, to Management Agreement, dated August 17, 2009, as
amended, between Starwood Property Trust, Inc. and SPT Management, LLC (Incorporated by reference
to Exhibit 10.5 of the Company’s Annual Report on Form 10-K filed February 23, 2017)
Amendment No. 4, dated February 15, 2018 and effective as of December 28, 2017, to Management
Agreement, dated August 17, 2009, as amended, between Starwood Property Trust, Inc. and SPT
Management, LLC (Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form
8-K filed February 22, 2018)
Co-Investment and Allocation Agreement, dated August 17, 2009, among Starwood Property Trust, Inc.,
SPT Management, LLC and Starwood Capital Group Global, L.P. (Incorporated by reference to
Exhibit 10.4 of the Company’s Quarterly Report on Form 10-Q filed November 16, 2009)
Amendment No. 1, dated as of June 19, 2015, to the Co-Investment and Allocation Agreement, dated as
of August 17, 2009, by and among Starwood Property Trust, Inc., SPT Management, LLC and Starwood
Capital Group Global, L.P. (Incorporated by reference to Exhibit 10.1 of the Company’s Current Report
on Form 8-K filed June 25, 2015)
Amendment No. 2, dated as of November 21, 2016, to the Co-Investment and Allocation Agreement,
dated as of August 17, 2009, by and among Starwood Property Trust, Inc., SPT Management, LLC and
Starwood Capital Group Global, L.P. (Incorporated by reference to Exhibit 10.1 of the Company’s
Current Report on Form 8-K filed November 22, 2016)
179
Exhibit No.
10.10
Starwood Property Trust, Inc. 2017 Manager Equity Plan (Incorporated by reference to Appendix A of
the Company’s Definitive Proxy Statement on Schedule 14A filed March 31, 2017)*
Description
10.11
10.12
10.13
10.14
10.17
10.18
21.1
23.1
31.1
31.2
32.1
32.2
Restricted Stock Unit Award Agreement (Starwood Property Trust, Inc. 2017 Manager Equity Plan)
(Incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q filed
November 8, 2019)*
Starwood Property Trust, Inc. 2017 Equity Plan (Incorporated by reference to Appendix B of the
Company’s Definitive Proxy Statement on Schedule 14A filed March 31, 2017)*
Form of Restricted Stock Award Agreement for Independent Directors (Starwood Property Trust, Inc.
2017 Equity Plan) (Incorporated by reference to Exhibit 10.3 of the Company’s Quarterly Report on
Form 10-Q filed November 8, 2019)*
Form of Restricted Stock Award Agreement (Starwood Property Trust, Inc. 2017 Equity Plan)
(Incorporated by reference to Exhibit 10.7 of the Company’s Quarterly Report on Form 10-Q filed May
8, 2019)*
Form of Indemnification Agreement for Directors and Officers (Incorporated by reference to Exhibit
10.23 of the Company’s Annual Report on Form 10-K filed February 25, 2016)*
Tax Protection Agreement, dated as of December 28, 2017, among SPT Dolphin Intermediate LLC, SPT
Dolphin Parent LLC and the persons listed on Annex A thereto (Incorporated by reference to Exhibit
10.17 of the Company’s Annual Report on Form 10-K filed February 28, 2018)
Subsidiaries of the Registrant
Consent of Independent Registered Public Accounting Firm
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS
XBRL Instance Document – the instance document does not appear in the Interactive Data File because
its XBRL tags are embedded within the Inline XBRL document.
101.SCH
Inline XBRL Taxonomy Extension Schema Document
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
__________________________________________
* Indicates management contract or compensatory plan or arrangement.
Item 16. Form 10-K Summary.
None.
180
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
SIGNATURES
Date: February 25, 2022
Starwood Property Trust, Inc.
By:
/s/ BARRY S. STERNLICHT
Barry S. Sternlicht
Chief Executive Officer and Chairman of the Board of
Directors
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the dates indicated.
Date: February 25, 2022
Date: February 25, 2022
Date: February 25, 2022
Date: February 25, 2022
Date: February 25, 2022
Date: February 25, 2022
Date: February 25, 2022
Date: February 25, 2022
Date: February 25, 2022
By:
By:
By:
By:
By:
By:
By:
By:
By:
/s/ BARRY S. STERNLICHT
Barry S. Sternlicht
Chief Executive Officer and Chairman of the Board of
Directors (Principal Executive Officer)
/s/ RINA PANIRY
Rina Paniry
Chief Financial Officer, Treasurer, Chief Accounting
Officer and Principal Financial Officer
/s/ RICHARD D. BRONSON
Richard D. Bronson
Director
/s/ JEFFREY G. DISHNER
Jeffrey G. Dishner
Director
/s/ CAMILLE J. DOUGLAS
Camille J. Douglas
Director
/s/ SOLOMON J. KUMIN
Solomon J. Kumin
Director
/s/ FRED PERPALL
Fred Perpall
Director
/s/ FRED S. RIDLEY
Fred S. Ridley
Director
/s/ STRAUSS ZELNICK
Strauss Zelnick
Director
181
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Triton Towers, Renton, WA
Savannah at Park Central
Orlando, FL
33-41 Farnsworth Street
Boston, MA
Margaritaville Resort, Orlando, FL
Scape Franklin
Melbourne, Australia
8899 Beverly, Los Angeles, CA
Tides on Trinity, Dallas, TX
Mansell Overlook, Atlanta, GA
THesis Hotel Miami
Coral Gables, FL
1213 Walnut, Philadelphia, PA
Ramble & Rose, Fort Worth, TX
Lincoln Medical Center Apartments, Houston, TX
ICON Residences at the Rotunda, Baltimore, MD
Tides on 44th, Phoenix, AZ
SouthPark Center, Orlando, FL
Hope & Flower, Los Angeles, CA
Windsprint, Arlington, TX
Broad & Washington, Philadelphia, PA
Leon Creek, San Antonio, TX
Park Fifth, Los Angeles, CA
Vue on Forest, Dallas, TX
Tides on Chadwick
Northlake, TX
2021 ANNUAL REPORT
starwoodpropertytrust.com
STARWOOD PROPERTY TRUST HEADQUARTERS
2340 COLLINS AVENUE, MIAMI BEACH