us-gaap:ValuationTechniqueDiscountedCashFlowMemberus-gaap:ValuationTechniqueDiscountedCashFlowMemberus-gaap:ValuationTechniqueDiscountedCashFlowMemberus-gaap:ValuationTechniqueDiscountedCashFlowMemberus-gaap:ValuationTechniqueDiscountedCashFlowMemberus-gaap:ValuationTechniqueDiscountedCashFlowMemberus-gaap:ValuationTechniqueDiscountedCashFlowMemberus-gaap:ValuationTechniqueDiscountedCashFlowMemberus-gaap:ValuationTechniqueDiscountedCashFlowMemberus-gaap:ValuationTechniqueDiscountedCashFlowMemberus-gaap:ValuationTechniqueDiscountedCashFlowMemberus-gaap:ValuationTechniqueDiscountedCashFlowMember00us-gaap:OtherAssetsus-gaap:AccountsPayableAndAccruedLiabilitiesCurrentAndNoncurrent0001465128--12-312019Q3false00120000000001465128stwd:SptDolphinMemberus-gaap:AccountingStandardsUpdate201502Memberus-gaap:VariableInterestEntityPrimaryBeneficiaryMember2019-09-300001465128us-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMemberstwd:VariableInterestEntityLiabilitiesMember2019-09-300001465128us-gaap:FairValueMeasurementsRecurringMemberstwd:VariableInterestEntityLiabilitiesMember2019-09-300001465128us-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMemberstwd:VariableInterestEntityLiabilitiesMember2018-12-310001465128us-gaap:FairValueMeasurementsRecurringMemberstwd:VariableInterestEntityLiabilitiesMember2018-12-310001465128us-gaap:FairValueMeasurementsRecurringMemberstwd:VariableInterestEntityAssetsMember2019-09-300001465128us-gaap:AccountingStandardsUpdate201502Memberus-gaap:VariableInterestEntityPrimaryBeneficiaryMember2019-09-300001465128us-gaap:CollateralizedLoanObligationsMember2019-09-300001465128us-gaap:FairValueMeasurementsRecurringMemberstwd:VariableInterestEntityAssetsMember2018-12-3100014651282017-02-280001465128us-gaap:RetainedEarningsMember2019-09-300001465128us-gaap:ParentMember2019-09-300001465128us-gaap:NoncontrollingInterestMember2019-09-300001465128us-gaap:AdditionalPaidInCapitalMember2019-09-300001465128us-gaap:AccumulatedOtherComprehensiveIncomeMember2019-09-300001465128us-gaap:RetainedEarningsMember2019-06-300001465128us-gaap:ParentMember2019-06-300001465128us-gaap:NoncontrollingInterestMember2019-06-300001465128us-gaap:AdditionalPaidInCapitalMember2019-06-300001465128us-gaap:AccumulatedOtherComprehensiveIncomeMember2019-06-300001465128us-gaap:RetainedEarningsMember2018-12-310001465128us-gaap:ParentMember2018-12-310001465128us-gaap:NoncontrollingInterestMember2018-12-310001465128us-gaap:AdditionalPaidInCapitalMember2018-12-310001465128us-gaap:AccumulatedOtherComprehensiveIncomeMember2018-12-310001465128us-gaap:RetainedEarningsMember2018-09-300001465128us-gaap:ParentMember2018-09-300001465128us-gaap:NoncontrollingInterestMember2018-09-300001465128us-gaap:AdditionalPaidInCapitalMember2018-09-300001465128us-gaap:AccumulatedOtherComprehensiveIncomeMember2018-09-300001465128us-gaap:RetainedEarningsMember2018-06-300001465128us-gaap:ParentMember2018-06-300001465128us-gaap:NoncontrollingInterestMember2018-06-300001465128us-gaap:AdditionalPaidInCapitalMember2018-06-300001465128us-gaap:AccumulatedOtherComprehensiveIncomeMember2018-06-300001465128us-gaap:RetainedEarningsMember2017-12-310001465128us-gaap:ParentMember2017-12-310001465128us-gaap:NoncontrollingInterestMember2017-12-310001465128us-gaap:AdditionalPaidInCapitalMember2017-12-310001465128us-gaap:AccumulatedOtherComprehensiveIncomeMember2017-12-310001465128stwd:StarwoodPropertyTrustIncEquityPlanAndManagerEquityPlanMember2019-09-300001465128stwd:StarwoodPropertyTrustIncEquityPlanAndManagerEquityPlanMember2017-05-310001465128stwd:StarwoodPropertyTrustIncManagerEquityPlanMember2019-09-300001465128stwd:StarwoodPropertyTrustIncEquityPlanMember2019-09-300001465128stwd:StarwoodPropertyTrustIncManagerEquityPlanMember2018-12-310001465128stwd:StarwoodPropertyTrustIncEquityPlanMember2018-12-310001465128us-gaap:ShareBasedCompensationAwardTrancheOneMember2019-01-012019-09-300001465128stwd:StarwoodPropertyTrustIncManagerEquityPlanMember2019-01-012019-09-300001465128stwd:StarwoodPropertyTrustIncEquityPlanMember2019-01-012019-09-300001465128us-gaap:ShareBasedCompensationAwardTrancheTwoMember2019-01-012019-09-300001465128srt:MinimumMemberus-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMemberstwd:DomesticServicingRightsMemberus-gaap:MeasurementInputControlPremiumMember2019-09-300001465128srt:MaximumMemberus-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMemberstwd:DomesticServicingRightsMemberus-gaap:MeasurementInputControlPremiumMember2019-09-300001465128us-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMemberstwd:DomesticServicingRightsMemberus-gaap:MeasurementInputDiscountRateMember2019-09-300001465128us-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMemberstwd:DomesticServicingRightsMemberus-gaap:MeasurementInputCreditSpreadMember2019-09-300001465128srt:MinimumMemberus-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMemberstwd:DomesticServicingRightsMemberus-gaap:MeasurementInputControlPremiumMember2018-12-310001465128srt:MaximumMemberus-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMemberstwd:DomesticServicingRightsMemberus-gaap:MeasurementInputControlPremiumMember2018-12-310001465128us-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMemberstwd:DomesticServicingRightsMemberus-gaap:MeasurementInputDiscountRateMember2018-12-310001465128us-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMemberstwd:DomesticServicingRightsMemberus-gaap:MeasurementInputCreditSpreadMember2018-12-310001465128us-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMemberstwd:DomesticServicingRightsMember2019-09-300001465128us-gaap:FairValueMeasurementsRecurringMemberstwd:DomesticServicingRightsMember2019-09-300001465128us-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMemberstwd:DomesticServicingRightsMember2018-12-310001465128us-gaap:FairValueMeasurementsRecurringMemberstwd:DomesticServicingRightsMember2018-12-310001465128stwd:MedicalOfficePortfolioMortgagesMemberus-gaap:SubsequentEventMember2019-10-310001465128us-gaap:MortgageBackedSecuritiesMemberstwd:CertainFacilityMember2019-09-300001465128stwd:HighmarkResidentialMember2019-07-012019-09-300001465128us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMember2019-07-012019-09-300001465128us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMember2019-01-012019-09-300001465128us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMember2018-07-012018-09-300001465128us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMember2018-01-012018-09-300001465128stwd:EquityInterestInServicingAndAdvisoryBusinessMember2019-07-012019-09-300001465128stwd:MortgageResidualProfitParticipationMemberstwd:RetailAndHospitalityPropertyMember2019-07-012019-09-300001465128stwd:MortgageResidualProfitParticipationMemberstwd:RetailAndHospitalityPropertyMember2019-01-012019-09-300001465128stwd:MortgageResidualProfitParticipationMemberstwd:RetailAndHospitalityPropertyMember2018-07-012018-09-300001465128stwd:MortgageResidualProfitParticipationMemberstwd:RetailAndHospitalityPropertyMember2018-01-012018-09-300001465128stwd:ReoPortfolioMemberus-gaap:CommercialMortgageBackedSecuritiesMemberstwd:LNRBusinessSegmentsMember2018-07-012018-09-300001465128us-gaap:AccumulatedNetInvestmentGainLossIncludingPortionAttributableToNoncontrollingInterestMember2019-07-012019-09-300001465128us-gaap:AccumulatedForeignCurrencyAdjustmentIncludingPortionAttributableToNoncontrollingInterestMember2019-07-012019-09-300001465128us-gaap:AccumulatedNetInvestmentGainLossIncludingPortionAttributableToNoncontrollingInterestMember2019-01-012019-09-300001465128us-gaap:AccumulatedForeignCurrencyAdjustmentIncludingPortionAttributableToNoncontrollingInterestMember2019-01-012019-09-300001465128us-gaap:AccumulatedNetInvestmentGainLossIncludingPortionAttributableToNoncontrollingInterestMember2018-07-012018-09-300001465128us-gaap:AccumulatedNetGainLossFromCashFlowHedgesIncludingPortionAttributableToNoncontrollingInterestMember2018-07-012018-09-300001465128us-gaap:AccumulatedForeignCurrencyAdjustmentIncludingPortionAttributableToNoncontrollingInterestMember2018-07-012018-09-300001465128us-gaap:AccumulatedNetInvestmentGainLossIncludingPortionAttributableToNoncontrollingInterestMember2018-01-012018-09-300001465128us-gaap:AccumulatedNetGainLossFromCashFlowHedgesIncludingPortionAttributableToNoncontrollingInterestMember2018-01-012018-09-300001465128us-gaap:AccumulatedForeignCurrencyAdjustmentIncludingPortionAttributableToNoncontrollingInterestMember2018-01-012018-09-3000014651282019-01-010001465128stwd:WoodstarTwoPortfolioMemberstwd:ClassaUnitsMember2019-07-012019-09-300001465128stwd:WoodstarTwoPortfolioMemberstwd:ClassaUnitsMember2019-01-012019-09-300001465128stwd:WoodstarTwoPortfolioMemberstwd:ClassaUnitsMember2018-07-012018-09-300001465128stwd:WoodstarTwoPortfolioMemberstwd:ClassaUnitsMember2018-01-012018-09-300001465128stwd:LoansHeldForSaleResidentialMemberstwd:ResidentialMortgageOriginatorMember2019-09-012019-09-300001465128stwd:StarwoodEuropeanRealEstateFinanceLimitedMemberstwd:DevelopmentOfGradeOfficeBuildingAndConventionCenterMember2019-07-012019-09-300001465128stwd:LoansHeldForSaleResidentialMemberstwd:ResidentialMortgageOriginatorMember2019-07-012019-09-300001465128stwd:StarwoodEuropeanRealEstateFinanceLimitedMember2019-07-012019-09-300001465128stwd:DevelopmentOfGradeOfficeBuildingAndConventionCenterMember2019-07-012019-09-300001465128stwd:PurchaseOfFirstPriorityInfrastructureTermLoanParticipationMember2019-07-012019-07-310001465128stwd:PurchaseOfFirstPriorityInfrastructureTermLoanParticipationMember2019-04-012019-04-300001465128stwd:LoansHeldForSaleResidentialMemberstwd:ResidentialMortgageOriginatorMember2019-01-012019-09-300001465128stwd:MezzanineLoanMember2019-09-300001465128stwd:MezzanineLoanMember2018-12-310001465128stwd:FairValueOptionSecuritiesMember2019-09-300001465128us-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:EquitySecuritiesMember2019-09-300001465128srt:ConsolidatedEntityExcludingVariableInterestEntitiesVIEMemberus-gaap:ResidentialMortgageBackedSecuritiesMemberus-gaap:AvailableforsaleSecuritiesMember2019-09-300001465128srt:ConsolidatedEntityExcludingVariableInterestEntitiesVIEMemberus-gaap:ResidentialMortgageBackedSecuritiesMemberstwd:FairValueOptionSecuritiesMember2019-09-300001465128srt:ConsolidatedEntityExcludingVariableInterestEntitiesVIEMemberus-gaap:EquitySecuritiesMemberstwd:FairValueOptionSecuritiesMember2019-09-300001465128srt:ConsolidatedEntityExcludingVariableInterestEntitiesVIEMemberus-gaap:CommercialMortgageBackedSecuritiesMemberstwd:FairValueOptionSecuritiesMember2019-09-300001465128us-gaap:FairValueMeasurementsRecurringMemberus-gaap:EquitySecuritiesMember2019-09-300001465128srt:ConsolidationEliminationsMemberstwd:FairValueOptionSecuritiesMember2019-09-300001465128srt:ConsolidatedEntityExcludingVariableInterestEntitiesVIEMemberus-gaap:HeldtomaturitySecuritiesMember2019-09-300001465128srt:ConsolidatedEntityExcludingVariableInterestEntitiesVIEMember2019-09-300001465128us-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:EquitySecuritiesMember2018-12-310001465128srt:ConsolidatedEntityExcludingVariableInterestEntitiesVIEMemberus-gaap:ResidentialMortgageBackedSecuritiesMemberus-gaap:AvailableforsaleSecuritiesMember2018-12-310001465128srt:ConsolidatedEntityExcludingVariableInterestEntitiesVIEMemberus-gaap:ResidentialMortgageBackedSecuritiesMemberstwd:FairValueOptionSecuritiesMember2018-12-310001465128srt:ConsolidatedEntityExcludingVariableInterestEntitiesVIEMemberus-gaap:EquitySecuritiesMemberstwd:FairValueOptionSecuritiesMember2018-12-310001465128srt:ConsolidatedEntityExcludingVariableInterestEntitiesVIEMemberus-gaap:CommercialMortgageBackedSecuritiesMemberstwd:FairValueOptionSecuritiesMember2018-12-310001465128us-gaap:FairValueMeasurementsRecurringMemberus-gaap:EquitySecuritiesMember2018-12-310001465128srt:ConsolidationEliminationsMemberstwd:FairValueOptionSecuritiesMember2018-12-310001465128srt:ConsolidatedEntityExcludingVariableInterestEntitiesVIEMemberus-gaap:HeldtomaturitySecuritiesMember2018-12-310001465128srt:ConsolidatedEntityExcludingVariableInterestEntitiesVIEMember2018-12-310001465128stwd:LoansHeldForInvestmentCommercialMember2019-09-300001465128stwd:FirstPriorityInfrastructureReceivablesMember2019-09-300001465128stwd:PurchaseOfFirstPriorityInfrastructureTermLoanParticipationMemberus-gaap:LondonInterbankOfferedRateLIBORMember2019-02-280001465128srt:MinimumMemberus-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMemberstwd:LoansHeldForSaleMember2019-09-300001465128srt:MaximumMemberus-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMemberstwd:LoansHeldForSaleMember2019-09-300001465128srt:MinimumMemberus-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMemberstwd:LoansHeldForSaleMember2018-12-310001465128srt:MaximumMemberus-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMemberstwd:LoansHeldForSaleMember2018-12-310001465128srt:MinimumMemberus-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMemberstwd:LoansHeldForSaleMemberus-gaap:MeasurementInputCreditSpreadMember2019-09-300001465128srt:MaximumMemberus-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMemberstwd:LoansHeldForSaleMemberus-gaap:MeasurementInputCreditSpreadMember2019-09-300001465128srt:MinimumMemberus-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMemberstwd:LoansHeldForSaleMemberus-gaap:MeasurementInputCreditSpreadMember2018-12-310001465128srt:MaximumMemberus-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMemberstwd:LoansHeldForSaleMemberus-gaap:MeasurementInputCreditSpreadMember2018-12-310001465128us-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMemberstwd:LoansHeldForSaleMember2019-09-300001465128us-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMemberstwd:LoansHeldForSaleMember2019-09-300001465128us-gaap:FairValueMeasurementsRecurringMemberstwd:LoansHeldForSaleMember2019-09-300001465128us-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMemberstwd:LoansHeldForSaleMember2018-12-310001465128us-gaap:FairValueMeasurementsRecurringMemberstwd:LoansHeldForSaleMember2018-12-310001465128stwd:SecuredFinancingMemberus-gaap:SubsequentEventMember2019-10-310001465128stwd:FirstMortgageAndMezzanineLoanMemberus-gaap:SubsequentEventMember2019-10-310001465128us-gaap:RevolvingCreditFacilityMember2019-09-300001465128stwd:TermLoanFacilityMember2019-09-300001465128us-gaap:RevolvingCreditFacilityMember2019-07-310001465128stwd:TermLoanFacilityMember2019-07-310001465128stwd:InfrastructureLoansRepurchaseFacilityMember2019-07-310001465128us-gaap:ResidentialMortgageMember2019-01-012019-09-300001465128us-gaap:MortgageBackedSecuritiesMember2019-09-300001465128us-gaap:CommercialLoanMember2019-09-300001465128stwd:InfrastructureLoansRepurchaseFacilityMember2019-02-280001465128us-gaap:ScenarioAdjustmentMemberus-gaap:AccountingStandardsUpdate201502Memberus-gaap:VariableInterestEntityNotPrimaryBeneficiaryMember2019-09-300001465128us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMemberus-gaap:AccumulatedNetInvestmentGainLossIncludingPortionAttributableToNoncontrollingInterestMember2019-07-012019-09-300001465128us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMemberus-gaap:AccumulatedNetInvestmentGainLossIncludingPortionAttributableToNoncontrollingInterestMember2019-01-012019-09-300001465128us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMemberus-gaap:AccumulatedNetInvestmentGainLossIncludingPortionAttributableToNoncontrollingInterestMember2018-01-012018-09-300001465128stwd:ConvertibleSeniorNotesDue2019Memberus-gaap:ConvertibleNotesPayableMember2019-07-012019-09-300001465128us-gaap:InterestRateContractMemberus-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMemberus-gaap:AccumulatedNetGainLossFromCashFlowHedgesIncludingPortionAttributableToNoncontrollingInterestMember2018-07-012018-09-300001465128stwd:ConvertibleSeniorNotesDue2019Memberus-gaap:ConvertibleNotesPayableMember2018-07-012018-09-300001465128us-gaap:InterestRateContractMemberus-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMemberus-gaap:AccumulatedNetGainLossFromCashFlowHedgesIncludingPortionAttributableToNoncontrollingInterestMember2018-01-012018-09-300001465128stwd:ConvertibleSeniorNotesDue2019Memberus-gaap:ConvertibleNotesPayableMember2018-01-012018-09-300001465128srt:ConsolidationEliminationsMemberstwd:DomesticServicingRightsMember2019-09-300001465128srt:ConsolidatedEntityExcludingVariableInterestEntitiesVIEMemberstwd:DomesticServicingRightsMember2019-09-300001465128srt:ConsolidationEliminationsMemberstwd:DomesticServicingRightsMember2018-12-310001465128srt:ConsolidatedEntityExcludingVariableInterestEntitiesVIEMemberstwd:DomesticServicingRightsMember2018-12-310001465128srt:MaximumMemberstwd:MontgomeryAlabamaMember2019-09-300001465128stwd:NewYorkCityMember2019-09-300001465128us-gaap:CommercialPaperMemberstwd:NewYorkCityMember2019-09-300001465128stwd:FirstMortgageLoanAndMezzanineLoanMemberstwd:NewYorkCityMember2019-09-300001465128us-gaap:CommercialMortgageBackedSecuritiesMember2018-12-310001465128stwd:PreferredEquityInvestmentMember2018-12-310001465128stwd:InfrastructureLendingSegmentMember2018-12-310001465128stwd:LNRBusinessSegmentsMemberus-gaap:NoncontrollingInterestMember2019-07-012019-09-300001465128stwd:LNRBusinessSegmentsMemberus-gaap:NoncontrollingInterestMember2019-01-012019-09-300001465128stwd:LNRBusinessSegmentsMemberus-gaap:NoncontrollingInterestMember2018-07-012018-09-300001465128stwd:LNRBusinessSegmentsMemberus-gaap:NoncontrollingInterestMember2018-01-012018-09-300001465128us-gaap:ConvertibleNotesPayableMember2019-07-012019-09-300001465128stwd:TermLoanFacilityMember2019-07-012019-07-310001465128us-gaap:ConvertibleNotesPayableMember2018-01-012018-09-300001465128us-gaap:InterestRateSwapMember2019-07-012019-09-300001465128us-gaap:ForeignExchangeForwardMember2019-07-012019-09-300001465128us-gaap:CreditIndexProductMember2019-07-012019-09-300001465128stwd:InterestRateSwapAndInterestRateCapMember2019-07-012019-09-300001465128us-gaap:InterestRateSwapMember2019-01-012019-09-300001465128us-gaap:ForeignExchangeForwardMember2019-01-012019-09-300001465128us-gaap:CreditIndexProductMember2019-01-012019-09-300001465128stwd:InterestRateSwapAndInterestRateCapMember2019-01-012019-09-300001465128us-gaap:InterestRateSwapMember2018-07-012018-09-300001465128us-gaap:ForeignExchangeForwardMember2018-07-012018-09-300001465128us-gaap:CreditIndexProductMember2018-07-012018-09-300001465128us-gaap:InterestRateSwapMember2018-01-012018-09-300001465128us-gaap:ForeignExchangeForwardMember2018-01-012018-09-300001465128us-gaap:CreditIndexProductMember2018-01-012018-09-300001465128us-gaap:OffMarketFavorableLeaseMember2019-09-300001465128us-gaap:LeasesAcquiredInPlaceMember2019-09-300001465128stwd:DomesticServicingRightsMember2019-09-300001465128us-gaap:OffMarketFavorableLeaseMember2018-12-310001465128us-gaap:LeasesAcquiredInPlaceMember2018-12-310001465128stwd:DomesticServicingRightsMember2018-12-310001465128us-gaap:FairValueInputsLevel3Memberus-gaap:ResidentialMortgageBackedSecuritiesMember2019-09-300001465128us-gaap:FairValueInputsLevel3Memberus-gaap:CommercialMortgageBackedSecuritiesMember2019-09-300001465128us-gaap:FairValueInputsLevel3Memberstwd:VariableInterestEntityLiabilitiesMember2019-09-300001465128us-gaap:FairValueInputsLevel3Memberstwd:VariableInterestEntityAssetsMember2019-09-300001465128us-gaap:FairValueInputsLevel3Memberstwd:LoansHeldForSaleMember2019-09-300001465128us-gaap:FairValueInputsLevel3Memberstwd:DomesticServicingRightsMember2019-09-300001465128us-gaap:FairValueInputsLevel3Member2019-09-300001465128us-gaap:FairValueInputsLevel3Memberus-gaap:ResidentialMortgageBackedSecuritiesMember2019-06-300001465128us-gaap:FairValueInputsLevel3Memberus-gaap:CommercialMortgageBackedSecuritiesMember2019-06-300001465128us-gaap:FairValueInputsLevel3Memberstwd:VariableInterestEntityLiabilitiesMember2019-06-300001465128us-gaap:FairValueInputsLevel3Memberstwd:VariableInterestEntityAssetsMember2019-06-300001465128us-gaap:FairValueInputsLevel3Memberstwd:LoansHeldForSaleMember2019-06-300001465128us-gaap:FairValueInputsLevel3Memberstwd:DomesticServicingRightsMember2019-06-300001465128us-gaap:FairValueInputsLevel3Member2019-06-300001465128us-gaap:FairValueInputsLevel3Memberus-gaap:ResidentialMortgageBackedSecuritiesMember2018-12-310001465128us-gaap:FairValueInputsLevel3Memberus-gaap:CommercialMortgageBackedSecuritiesMember2018-12-310001465128us-gaap:FairValueInputsLevel3Memberstwd:VariableInterestEntityLiabilitiesMember2018-12-310001465128us-gaap:FairValueInputsLevel3Memberstwd:VariableInterestEntityAssetsMember2018-12-310001465128us-gaap:FairValueInputsLevel3Memberstwd:LoansHeldForSaleMember2018-12-310001465128us-gaap:FairValueInputsLevel3Memberstwd:DomesticServicingRightsMember2018-12-310001465128us-gaap:FairValueInputsLevel3Member2018-12-310001465128us-gaap:FairValueInputsLevel3Memberus-gaap:ResidentialMortgageBackedSecuritiesMember2018-09-300001465128us-gaap:FairValueInputsLevel3Memberus-gaap:CommercialMortgageBackedSecuritiesMember2018-09-300001465128us-gaap:FairValueInputsLevel3Memberstwd:VariableInterestEntityLiabilitiesMember2018-09-300001465128us-gaap:FairValueInputsLevel3Memberstwd:VariableInterestEntityAssetsMember2018-09-300001465128us-gaap:FairValueInputsLevel3Memberstwd:LoansHeldForSaleMember2018-09-300001465128us-gaap:FairValueInputsLevel3Memberstwd:DomesticServicingRightsMember2018-09-300001465128us-gaap:FairValueInputsLevel3Member2018-09-300001465128us-gaap:FairValueInputsLevel3Memberus-gaap:ResidentialMortgageBackedSecuritiesMember2018-06-300001465128us-gaap:FairValueInputsLevel3Memberus-gaap:CommercialMortgageBackedSecuritiesMember2018-06-300001465128us-gaap:FairValueInputsLevel3Memberstwd:VariableInterestEntityLiabilitiesMember2018-06-300001465128us-gaap:FairValueInputsLevel3Memberstwd:VariableInterestEntityAssetsMember2018-06-300001465128us-gaap:FairValueInputsLevel3Memberstwd:LoansHeldForSaleMember2018-06-300001465128us-gaap:FairValueInputsLevel3Memberstwd:DomesticServicingRightsMember2018-06-300001465128us-gaap:FairValueInputsLevel3Member2018-06-300001465128us-gaap:FairValueInputsLevel3Memberus-gaap:ResidentialMortgageBackedSecuritiesMember2017-12-310001465128us-gaap:FairValueInputsLevel3Memberus-gaap:CommercialMortgageBackedSecuritiesMember2017-12-310001465128us-gaap:FairValueInputsLevel3Memberstwd:VariableInterestEntityLiabilitiesMember2017-12-310001465128us-gaap:FairValueInputsLevel3Memberstwd:VariableInterestEntityAssetsMember2017-12-310001465128us-gaap:FairValueInputsLevel3Memberstwd:LoansHeldForSaleMember2017-12-310001465128us-gaap:FairValueInputsLevel3Memberstwd:DomesticServicingRightsMember2017-12-310001465128us-gaap:FairValueInputsLevel3Member2017-12-310001465128stwd:VariousCostMethodInvesteeMember2019-09-300001465128stwd:StarwoodEuropeanRealEstateFinanceLimitedMember2019-09-300001465128stwd:LoanServicingVentureMember2019-09-300001465128stwd:VariousCostMethodInvesteeMember2018-12-310001465128stwd:StarwoodEuropeanRealEstateFinanceLimitedMember2018-12-310001465128stwd:LoanServicingVentureMember2018-12-310001465128stwd:EquityInterestInServicingAndAdvisoryBusinessMember2018-12-310001465128stwd:EquityInterestInResidentialMortgageOriginatorMemberstwd:SubordinatedLoansMember2019-09-300001465128stwd:VariousEquityMethodInvesteeMember2019-09-300001465128stwd:VariousEquityMethodInvesteeMember2018-12-310001465128stwd:SCGCorePlusRetailFundLPMember2018-12-310001465128stwd:RealEstateBrokerageServicesProviderMember2018-12-310001465128stwd:EquityInterestInCommercialRealEstateMember2018-12-310001465128stwd:SecuredFinancingMemberus-gaap:SubsequentEventMember2019-11-080001465128srt:MinimumMemberstwd:VariousEquityMethodInvesteeMember2019-09-300001465128srt:MaximumMemberstwd:VariousEquityMethodInvesteeMember2019-09-300001465128stwd:RealEstateBrokerageServicesProviderMember2019-09-300001465128stwd:EquityInterestInServicingAndAdvisoryBusinessMember2019-09-300001465128stwd:EquityInterestInCommercialRealEstateMember2019-09-300001465128srt:MinimumMemberstwd:VariousEquityMethodInvesteeMember2018-12-310001465128srt:MaximumMemberstwd:VariousEquityMethodInvesteeMember2018-12-310001465128stwd:EquityInterestInResidentialMortgageOriginatorMember2018-12-310001465128stwd:EquityInterestInResidentialMortgageOriginatorMember2019-09-300001465128srt:MinimumMemberus-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMemberstwd:VariableInterestEntityLiabilitiesMember2019-01-012019-09-300001465128srt:MinimumMemberus-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMemberstwd:VariableInterestEntityAssetsMember2019-01-012019-09-300001465128srt:MaximumMemberus-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMemberstwd:VariableInterestEntityLiabilitiesMember2019-01-012019-09-300001465128srt:MaximumMemberus-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMemberstwd:VariableInterestEntityAssetsMember2019-01-012019-09-300001465128srt:MinimumMemberus-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMemberstwd:VariableInterestEntityLiabilitiesMember2018-01-012018-12-310001465128srt:MinimumMemberus-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMemberstwd:VariableInterestEntityAssetsMember2018-01-012018-12-310001465128srt:MaximumMemberus-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMemberstwd:VariableInterestEntityLiabilitiesMember2018-01-012018-12-310001465128srt:MaximumMemberus-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMemberstwd:VariableInterestEntityAssetsMember2018-01-012018-12-310001465128us-gaap:InterestRateSwapMemberus-gaap:DesignatedAsHedgingInstrumentMember2018-09-300001465128currency:GBPus-gaap:ForeignExchangeForwardMemberus-gaap:ShortMember2019-09-300001465128currency:GBPus-gaap:ForeignExchangeForwardMemberus-gaap:LongMember2019-09-300001465128currency:EURus-gaap:ForeignExchangeForwardMemberus-gaap:ShortMember2019-09-300001465128currency:AUDus-gaap:ForeignExchangeForwardMemberus-gaap:ShortMember2019-09-300001465128currency:USDus-gaap:InterestRateCapMember2019-09-300001465128currency:USDus-gaap:ForwardContractsMember2019-09-300001465128currency:USDus-gaap:CreditIndexProductMember2019-09-300001465128currency:USDstwd:InterestRateSwapReceivingFixedRatesMember2019-09-300001465128currency:USDstwd:InterestRateSwapPayingFixedRatesMember2019-09-300001465128currency:USDstwd:InterestRateSwapGuaranteesMember2019-09-300001465128currency:GBPstwd:InterestRateSwapGuaranteesMember2019-09-300001465128us-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMemberstwd:VariableInterestEntityLiabilitiesMember2019-09-300001465128us-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMemberstwd:VariableInterestEntityLiabilitiesMember2018-12-310001465128srt:MinimumMemberus-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMemberstwd:VariableInterestEntityLiabilitiesMemberus-gaap:MeasurementInputCreditSpreadMember2019-09-300001465128srt:MaximumMemberus-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMemberstwd:VariableInterestEntityLiabilitiesMemberus-gaap:MeasurementInputCreditSpreadMember2019-09-300001465128srt:MinimumMemberus-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMemberstwd:VariableInterestEntityLiabilitiesMemberus-gaap:MeasurementInputCreditSpreadMember2018-12-310001465128srt:MaximumMemberus-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMemberstwd:VariableInterestEntityLiabilitiesMemberus-gaap:MeasurementInputCreditSpreadMember2018-12-310001465128us-gaap:InterestRateSwapMemberus-gaap:CashFlowHedgingMemberus-gaap:DesignatedAsHedgingInstrumentMember2018-07-012018-09-300001465128us-gaap:InterestRateSwapMemberus-gaap:CashFlowHedgingMemberus-gaap:DesignatedAsHedgingInstrumentMember2018-01-012018-09-300001465128us-gaap:RepurchaseAgreementsMember2019-09-300001465128us-gaap:RepurchaseAgreementsMember2018-12-310001465128us-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMemberstwd:VariableInterestEntityAssetsMember2019-09-300001465128us-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMemberstwd:VariableInterestEntityAssetsMember2018-12-310001465128us-gaap:InterestRateSwapMemberus-gaap:NondesignatedMember2019-09-300001465128us-gaap:ForeignExchangeForwardMemberus-gaap:NondesignatedMember2019-09-300001465128us-gaap:CreditIndexProductMemberus-gaap:NondesignatedMember2019-09-300001465128stwd:InterestRateSwapGuaranteesMemberus-gaap:NondesignatedMember2019-09-300001465128us-gaap:DerivativeMember2019-09-300001465128us-gaap:InterestRateSwapMemberus-gaap:NondesignatedMember2018-12-310001465128us-gaap:ForeignExchangeForwardMemberus-gaap:NondesignatedMember2018-12-310001465128us-gaap:CreditIndexProductMemberus-gaap:NondesignatedMember2018-12-310001465128stwd:InterestRateSwapGuaranteesMemberus-gaap:NondesignatedMember2018-12-310001465128us-gaap:DerivativeMember2018-12-310001465128srt:MinimumMemberus-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMemberstwd:VariableInterestEntityAssetsMemberus-gaap:MeasurementInputCreditSpreadMember2019-09-300001465128srt:MaximumMemberus-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMemberstwd:VariableInterestEntityAssetsMemberus-gaap:MeasurementInputCreditSpreadMember2019-09-300001465128srt:MinimumMemberus-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMemberstwd:VariableInterestEntityAssetsMemberus-gaap:MeasurementInputCreditSpreadMember2018-12-310001465128srt:MaximumMemberus-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMemberstwd:VariableInterestEntityAssetsMemberus-gaap:MeasurementInputCreditSpreadMember2018-12-310001465128srt:MinimumMemberus-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:CommercialMortgageBackedSecuritiesMember2019-09-300001465128srt:MaximumMemberus-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:CommercialMortgageBackedSecuritiesMember2019-09-300001465128srt:MinimumMemberus-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:CommercialMortgageBackedSecuritiesMember2018-12-310001465128srt:MaximumMemberus-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:CommercialMortgageBackedSecuritiesMember2018-12-310001465128srt:MinimumMemberus-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:ResidentialMortgageBackedSecuritiesMemberus-gaap:MeasurementInputPrepaymentRateMember2019-09-300001465128srt:MinimumMemberus-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:ResidentialMortgageBackedSecuritiesMemberus-gaap:MeasurementInputLossSeverityMember2019-09-300001465128srt:MinimumMemberus-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:ResidentialMortgageBackedSecuritiesMemberus-gaap:MeasurementInputDefaultRateMember2019-09-300001465128srt:MinimumMemberus-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:ResidentialMortgageBackedSecuritiesMemberstwd:MeasurementInputServicerAdvancesMember2019-09-300001465128srt:MinimumMemberus-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:ResidentialMortgageBackedSecuritiesMemberstwd:MeasurementInputDelinquencyRateMember2019-09-300001465128srt:MinimumMemberus-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:ResidentialMortgageBackedSecuritiesMemberstwd:MeasurementInputCollateralLossMember2019-09-300001465128srt:MinimumMemberus-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:ResidentialMortgageBackedSecuritiesMemberstwd:MeasurementInputAnnualCouponDeteriorationMember2019-09-300001465128srt:MinimumMemberus-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:CommercialMortgageBackedSecuritiesMemberus-gaap:MeasurementInputCreditSpreadMember2019-09-300001465128srt:MaximumMemberus-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:ResidentialMortgageBackedSecuritiesMemberus-gaap:MeasurementInputPrepaymentRateMember2019-09-300001465128srt:MaximumMemberus-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:ResidentialMortgageBackedSecuritiesMemberus-gaap:MeasurementInputLossSeverityMember2019-09-300001465128srt:MaximumMemberus-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:ResidentialMortgageBackedSecuritiesMemberus-gaap:MeasurementInputDefaultRateMember2019-09-300001465128srt:MaximumMemberus-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:ResidentialMortgageBackedSecuritiesMemberstwd:MeasurementInputServicerAdvancesMember2019-09-300001465128srt:MaximumMemberus-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:ResidentialMortgageBackedSecuritiesMemberstwd:MeasurementInputDelinquencyRateMember2019-09-300001465128srt:MaximumMemberus-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:ResidentialMortgageBackedSecuritiesMemberstwd:MeasurementInputCollateralLossMember2019-09-300001465128srt:MaximumMemberus-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:ResidentialMortgageBackedSecuritiesMemberstwd:MeasurementInputAnnualCouponDeteriorationMember2019-09-300001465128srt:MaximumMemberus-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:CommercialMortgageBackedSecuritiesMemberus-gaap:MeasurementInputCreditSpreadMember2019-09-300001465128srt:MinimumMemberus-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:ResidentialMortgageBackedSecuritiesMemberus-gaap:MeasurementInputPrepaymentRateMember2018-12-310001465128srt:MinimumMemberus-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:ResidentialMortgageBackedSecuritiesMemberus-gaap:MeasurementInputLossSeverityMember2018-12-310001465128srt:MinimumMemberus-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:ResidentialMortgageBackedSecuritiesMemberus-gaap:MeasurementInputDefaultRateMember2018-12-310001465128srt:MinimumMemberus-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:ResidentialMortgageBackedSecuritiesMemberstwd:MeasurementInputServicerAdvancesMember2018-12-310001465128srt:MinimumMemberus-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:ResidentialMortgageBackedSecuritiesMemberstwd:MeasurementInputDelinquencyRateMember2018-12-310001465128srt:MinimumMemberus-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:ResidentialMortgageBackedSecuritiesMemberstwd:MeasurementInputCollateralLossMember2018-12-310001465128srt:MinimumMemberus-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:ResidentialMortgageBackedSecuritiesMemberstwd:MeasurementInputAnnualCouponDeteriorationMember2018-12-310001465128srt:MinimumMemberus-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:CommercialMortgageBackedSecuritiesMemberus-gaap:MeasurementInputCreditSpreadMember2018-12-310001465128srt:MaximumMemberus-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:ResidentialMortgageBackedSecuritiesMemberus-gaap:MeasurementInputPrepaymentRateMember2018-12-310001465128srt:MaximumMemberus-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:ResidentialMortgageBackedSecuritiesMemberus-gaap:MeasurementInputLossSeverityMember2018-12-310001465128srt:MaximumMemberus-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:ResidentialMortgageBackedSecuritiesMemberus-gaap:MeasurementInputDefaultRateMember2018-12-310001465128srt:MaximumMemberus-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:ResidentialMortgageBackedSecuritiesMemberstwd:MeasurementInputServicerAdvancesMember2018-12-310001465128srt:MaximumMemberus-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:ResidentialMortgageBackedSecuritiesMemberstwd:MeasurementInputDelinquencyRateMember2018-12-310001465128srt:MaximumMemberus-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:ResidentialMortgageBackedSecuritiesMemberstwd:MeasurementInputCollateralLossMember2018-12-310001465128srt:MaximumMemberus-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:ResidentialMortgageBackedSecuritiesMemberstwd:MeasurementInputAnnualCouponDeteriorationMember2018-12-310001465128srt:MaximumMemberus-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:CommercialMortgageBackedSecuritiesMemberus-gaap:MeasurementInputCreditSpreadMember2018-12-310001465128us-gaap:SeniorNotesMember2019-09-300001465128us-gaap:SeniorNotesMember2018-12-310001465128us-gaap:ConvertibleNotesPayableMember2018-12-310001465128stwd:PropertyMortgagesFixedRateMember2019-01-012019-09-300001465128us-gaap:ConvertibleNotesPayableMember2019-09-300001465128srt:WeightedAverageMemberus-gaap:MortgageBackedSecuritiesMemberus-gaap:LondonInterbankOfferedRateLIBORMember2019-09-300001465128srt:WeightedAverageMemberus-gaap:CommercialLoanMemberus-gaap:LondonInterbankOfferedRateLIBORMember2019-09-300001465128stwd:ConvertibleSeniorNotesDue2019Memberus-gaap:ConvertibleNotesPayableMember2019-09-300001465128us-gaap:FederalHomeLoanBankAdvancesMember2019-09-300001465128stwd:SeniorNotesDue2021Member2019-01-012019-09-300001465128stwd:SeniorNotes3625Due2021Member2019-01-012019-09-300001465128stwd:ConvertibleSeniorNotesDue2025Member2019-01-012019-09-300001465128us-gaap:ResidentialMortgageMemberus-gaap:SecuredDebtMember2019-09-300001465128us-gaap:RepurchaseAgreementsMemberus-gaap:SecuredDebtMember2019-09-300001465128us-gaap:MortgageBackedSecuritiesMemberus-gaap:SecuredDebtMember2019-09-300001465128us-gaap:FederalHomeLoanBankAdvancesMemberus-gaap:SecuredDebtMember2019-09-300001465128us-gaap:CommercialLoanMemberus-gaap:SecuredDebtMember2019-09-300001465128stwd:TermLoanAndRevolverMemberus-gaap:SecuredDebtMember2019-09-300001465128stwd:SecuritizationSpecialPurposeEntitiesMemberus-gaap:VariableInterestEntityNotPrimaryBeneficiaryMember2019-09-300001465128stwd:RevolvingSecuredFinancingMemberus-gaap:SecuredDebtMember2019-09-300001465128stwd:PropertyMortgagesVariableRateMemberus-gaap:SecuredDebtMember2019-09-300001465128stwd:PropertyMortgagesFixedRateMemberus-gaap:SecuredDebtMember2019-09-300001465128stwd:OtherSecuredFinancingMemberus-gaap:SecuredDebtMember2019-09-300001465128stwd:InfrastructureLoansMemberus-gaap:SecuredDebtMember2019-09-300001465128stwd:InfrastructureAcquisitionFacilityMemberus-gaap:SecuredDebtMember2019-09-300001465128stwd:ConduitLoansMemberus-gaap:SecuredDebtMember2019-09-300001465128us-gaap:UnsecuredDebtMember2019-09-300001465128us-gaap:CollateralizedDebtObligationsMember2019-09-300001465128stwd:SeniorNotesDue2021Member2019-09-300001465128stwd:SeniorNotes3625Due2021Member2019-09-300001465128stwd:OtherSecuredFinancingDebtObligationsMember2019-09-300001465128stwd:ConvertibleSeniorNotesDue2025Member2019-09-300001465128us-gaap:RepurchaseAgreementsMemberus-gaap:SecuredDebtMember2018-12-310001465128us-gaap:MortgageBackedSecuritiesMemberus-gaap:SecuredDebtMember2018-12-310001465128us-gaap:FederalHomeLoanBankAdvancesMemberus-gaap:SecuredDebtMember2018-12-310001465128us-gaap:CommercialLoanMemberus-gaap:SecuredDebtMember2018-12-310001465128stwd:TermLoanAndRevolverMemberus-gaap:SecuredDebtMember2018-12-310001465128stwd:PropertyMortgagesVariableRateMemberus-gaap:SecuredDebtMember2018-12-310001465128stwd:PropertyMortgagesFixedRateMemberus-gaap:SecuredDebtMember2018-12-310001465128stwd:OtherSecuredFinancingMemberus-gaap:SecuredDebtMember2018-12-310001465128stwd:InfrastructureAcquisitionFacilityMemberus-gaap:SecuredDebtMember2018-12-310001465128stwd:ConduitLoansMemberus-gaap:SecuredDebtMember2018-12-310001465128us-gaap:UnsecuredDebtMember2018-12-310001465128us-gaap:SecuredDebtMember2018-12-310001465128stwd:SeniorNotesDue2021Member2018-12-310001465128stwd:SeniorNotes3625Due2021Member2018-12-310001465128stwd:ConvertibleSeniorNotesDue2025Member2018-12-310001465128stwd:ConvertibleSeniorNotesDue2023Member2018-12-310001465128stwd:ConvertibleSeniorNotesDue2019Member2018-12-310001465128stwd:ConvertibleSeniorNotesDue2019Member2018-09-300001465128stwd:SecuredFinancingMemberus-gaap:SubsequentEventMemberus-gaap:LondonInterbankOfferedRateLIBORMember2019-10-012019-10-310001465128stwd:FirstMortgageAndMezzanineLoanMemberus-gaap:SubsequentEventMemberus-gaap:LondonInterbankOfferedRateLIBORMember2019-10-012019-10-310001465128us-gaap:CommercialLoanMemberstwd:RepurchaseFacilityMember2019-07-012019-09-300001465128stwd:TermLoanFacilityMemberus-gaap:LondonInterbankOfferedRateLIBORMember2019-07-012019-07-310001465128us-gaap:RevolvingCreditFacilityMember2019-07-012019-07-310001465128us-gaap:ResidentialMortgageMemberus-gaap:SecuredDebtMemberus-gaap:LondonInterbankOfferedRateLIBORMember2019-01-012019-09-300001465128stwd:RevolvingSecuredFinancingMemberus-gaap:SecuredDebtMemberus-gaap:LondonInterbankOfferedRateLIBORMember2019-01-012019-09-300001465128stwd:PropertyMortgagesVariableRateMemberus-gaap:SecuredDebtMemberus-gaap:LondonInterbankOfferedRateLIBORMember2019-01-012019-09-300001465128stwd:InfrastructureLoansMemberus-gaap:SecuredDebtMemberus-gaap:LondonInterbankOfferedRateLIBORMember2019-01-012019-09-300001465128stwd:ConduitLoansMemberus-gaap:SecuredDebtMemberus-gaap:LondonInterbankOfferedRateLIBORMember2019-01-012019-09-300001465128us-gaap:FinanceReceivablesMemberus-gaap:LondonInterbankOfferedRateLIBORMember2019-01-012019-09-300001465128us-gaap:CommercialLoanMemberstwd:RepurchaseFacilityMember2019-01-012019-09-300001465128us-gaap:CollateralPledgedMemberus-gaap:LondonInterbankOfferedRateLIBORMember2019-01-012019-09-300001465128stwd:PropertyMortgagesFixedRateMemberus-gaap:SecuredDebtMember2019-01-012019-09-300001465128us-gaap:MortgageBackedSecuritiesMember2019-01-012019-09-300001465128us-gaap:FederalHomeLoanBankAdvancesMember2019-01-012019-09-300001465128stwd:TermLoanFacilityMember2019-01-012019-09-300001465128us-gaap:ConvertibleNotesPayableMember2019-01-012019-09-300001465128stwd:ClassaUnitsMember2019-07-012019-09-300001465128srt:MinimumMemberstwd:MasterLeasePortfolioMemberstwd:UtahFloridaTexasAndMinnesotaMember2019-01-012019-09-300001465128us-gaap:TreasuryStockCommonMember2019-09-300001465128us-gaap:CommonStockMember2019-09-300001465128us-gaap:TreasuryStockCommonMember2019-06-300001465128us-gaap:CommonStockMember2019-06-300001465128us-gaap:TreasuryStockCommonMember2018-12-310001465128us-gaap:CommonStockMember2018-12-310001465128us-gaap:TreasuryStockCommonMember2018-09-300001465128us-gaap:CommonStockMember2018-09-300001465128us-gaap:TreasuryStockCommonMember2018-06-300001465128us-gaap:CommonStockMember2018-06-300001465128us-gaap:TreasuryStockCommonMember2017-12-310001465128us-gaap:CommonStockMember2017-12-310001465128us-gaap:SubsequentEventMember2019-11-082019-11-0800014651282019-08-072019-08-0700014651282019-05-082019-05-0800014651282019-02-282019-02-280001465128us-gaap:CollateralizedLoanObligationsMember2019-08-310001465128stwd:ReoPortfolioMemberus-gaap:CommercialMortgageBackedSecuritiesMemberstwd:LNRBusinessSegmentsMember2019-07-012019-09-300001465128stwd:ReoPortfolioMemberus-gaap:CommercialMortgageBackedSecuritiesMemberstwd:LNRBusinessSegmentsMember2019-01-012019-09-300001465128stwd:ReoPortfolioMemberus-gaap:CommercialMortgageBackedSecuritiesMemberstwd:LNRBusinessSegmentsMember2018-01-012018-09-300001465128stwd:PropertySegmentMember2019-09-300001465128stwd:LNRBusinessSegmentsMember2019-09-300001465128stwd:PropertySegmentMember2018-12-310001465128stwd:LNRBusinessSegmentsMember2018-12-310001465128us-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:ResidentialMortgageBackedSecuritiesMember2019-09-300001465128us-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:CommercialMortgageBackedSecuritiesMember2019-09-300001465128us-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:CommercialMortgageBackedSecuritiesMember2019-09-300001465128us-gaap:FairValueMeasurementsRecurringMemberus-gaap:ResidentialMortgageBackedSecuritiesMember2019-09-300001465128us-gaap:FairValueMeasurementsRecurringMemberus-gaap:CommercialMortgageBackedSecuritiesMember2019-09-300001465128us-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:ResidentialMortgageBackedSecuritiesMember2018-12-310001465128us-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:CommercialMortgageBackedSecuritiesMember2018-12-310001465128us-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:CommercialMortgageBackedSecuritiesMember2018-12-310001465128us-gaap:FairValueMeasurementsRecurringMemberus-gaap:ResidentialMortgageBackedSecuritiesMember2018-12-310001465128us-gaap:FairValueMeasurementsRecurringMemberus-gaap:CommercialMortgageBackedSecuritiesMember2018-12-310001465128us-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMember2019-09-300001465128us-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMember2019-09-300001465128us-gaap:FairValueMeasurementsRecurringMember2019-09-300001465128us-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMember2018-12-310001465128us-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMember2018-12-310001465128us-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMember2018-12-310001465128us-gaap:FairValueMeasurementsRecurringMember2018-12-310001465128us-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMember2019-09-300001465128stwd:TRSSubsidiariesMemberstwd:LNRBusinessSegmentsMember2019-09-300001465128stwd:TRSSubsidiariesMemberstwd:LNRBusinessSegmentsMember2018-12-310001465128stwd:MedicalOfficePortfolioMember2016-12-310001465128stwd:IrelandPortfolioMember2015-12-310001465128us-gaap:RestrictedStockMember2019-01-012019-09-300001465128us-gaap:RestrictedStockMember2018-01-012018-09-300001465128us-gaap:SecuredDebtMember2019-07-012019-09-300001465128us-gaap:SecuredDebtMember2019-01-012019-09-300001465128us-gaap:SecuredDebtMember2018-07-012018-09-300001465128us-gaap:SecuredDebtMember2018-01-012018-09-300001465128us-gaap:RestrictedStockUnitsRSUMemberstwd:StarwoodPropertyTrustIncManagerEquityPlanMember2019-07-012019-09-300001465128us-gaap:RestrictedStockUnitsRSUMemberstwd:SPTManagementLLCMember2019-07-012019-09-300001465128us-gaap:RestrictedStockUnitsRSUMember2019-01-012019-09-300001465128us-gaap:RestrictedStockUnitsRSUMemberstwd:StarwoodPropertyTrustIncManagerEquityPlanMember2018-07-012018-09-300001465128us-gaap:RestrictedStockUnitsRSUMemberstwd:SPTManagementLLCMember2018-07-012018-09-300001465128us-gaap:RestrictedStockUnitsRSUMemberstwd:StarwoodPropertyTrustIncManagerEquityPlanMember2018-01-012018-09-300001465128us-gaap:AccumulatedNetInvestmentGainLossIncludingPortionAttributableToNoncontrollingInterestMember2019-09-300001465128us-gaap:AccumulatedForeignCurrencyAdjustmentIncludingPortionAttributableToNoncontrollingInterestMember2019-09-300001465128us-gaap:AccumulatedNetInvestmentGainLossIncludingPortionAttributableToNoncontrollingInterestMember2019-06-300001465128us-gaap:AccumulatedForeignCurrencyAdjustmentIncludingPortionAttributableToNoncontrollingInterestMember2019-06-3000014651282019-06-300001465128us-gaap:AccumulatedNetInvestmentGainLossIncludingPortionAttributableToNoncontrollingInterestMember2018-12-310001465128us-gaap:AccumulatedForeignCurrencyAdjustmentIncludingPortionAttributableToNoncontrollingInterestMember2018-12-310001465128us-gaap:AccumulatedNetInvestmentGainLossIncludingPortionAttributableToNoncontrollingInterestMember2018-09-300001465128us-gaap:AccumulatedNetGainLossFromCashFlowHedgesIncludingPortionAttributableToNoncontrollingInterestMember2018-09-300001465128us-gaap:AccumulatedForeignCurrencyAdjustmentIncludingPortionAttributableToNoncontrollingInterestMember2018-09-300001465128us-gaap:AccumulatedNetInvestmentGainLossIncludingPortionAttributableToNoncontrollingInterestMember2018-06-300001465128us-gaap:AccumulatedNetGainLossFromCashFlowHedgesIncludingPortionAttributableToNoncontrollingInterestMember2018-06-300001465128us-gaap:AccumulatedForeignCurrencyAdjustmentIncludingPortionAttributableToNoncontrollingInterestMember2018-06-3000014651282018-06-300001465128us-gaap:AccumulatedNetInvestmentGainLossIncludingPortionAttributableToNoncontrollingInterestMember2017-12-310001465128us-gaap:AccumulatedNetGainLossFromCashFlowHedgesIncludingPortionAttributableToNoncontrollingInterestMember2017-12-310001465128us-gaap:AccumulatedForeignCurrencyAdjustmentIncludingPortionAttributableToNoncontrollingInterestMember2017-12-3100014651282017-12-310001465128us-gaap:OperatingSegmentsMemberstwd:PropertySegmentMember2019-09-300001465128us-gaap:OperatingSegmentsMemberstwd:LNRBusinessSegmentsMember2019-09-300001465128us-gaap:OperatingSegmentsMemberstwd:InfrastructureLendingSegmentMember2019-09-300001465128us-gaap:OperatingSegmentsMemberstwd:CommercialAndResidentialLendingSegmentMember2019-09-300001465128us-gaap:MaterialReconcilingItemsMember2019-09-300001465128us-gaap:CorporateNonSegmentMember2019-09-300001465128stwd:OperatingSegmentsAndCorporateNonSegmentMember2019-09-300001465128us-gaap:OperatingSegmentsMemberstwd:PropertySegmentMember2018-12-310001465128us-gaap:OperatingSegmentsMemberstwd:LNRBusinessSegmentsMember2018-12-310001465128us-gaap:OperatingSegmentsMemberstwd:InfrastructureLendingSegmentMember2018-12-310001465128us-gaap:OperatingSegmentsMemberstwd:CommercialAndResidentialLendingSegmentMember2018-12-310001465128us-gaap:MaterialReconcilingItemsMember2018-12-310001465128us-gaap:CorporateNonSegmentMember2018-12-310001465128stwd:OperatingSegmentsAndCorporateNonSegmentMember2018-12-310001465128us-gaap:CollateralizedLoanObligationsMember2019-09-300001465128stwd:PurchaseOfFirstPriorityInfrastructureTermLoanParticipationMember2019-04-012019-07-310001465128stwd:ClassaUnitsMember2019-01-012019-09-300001465128stwd:ClassaUnitsMember2018-01-012018-09-300001465128us-gaap:RestrictedStockUnitsRSUMemberstwd:StarwoodPropertyTrustIncManagerEquityPlanMember2019-09-012019-09-300001465128us-gaap:RestrictedStockUnitsRSUMemberstwd:StarwoodPropertyTrustIncManagerEquityPlanMember2018-04-012018-04-300001465128us-gaap:RestrictedStockUnitsRSUMemberstwd:StarwoodPropertyTrustIncManagerEquityPlanMember2017-03-012017-03-310001465128us-gaap:RestrictedStockUnitsRSUMemberstwd:StarwoodPropertyTrustIncManagerEquityPlanMember2015-05-012015-05-310001465128us-gaap:RestrictedStockUnitsRSUMemberstwd:SPTManagementLLCMember2019-01-012019-09-300001465128us-gaap:RestrictedStockUnitsRSUMemberstwd:SPTManagementLLCMember2018-01-012018-09-300001465128us-gaap:ResidentialMortgageBackedSecuritiesMemberus-gaap:SubsequentEventMember2019-10-310001465128stwd:LoansHeldForSaleResidentialMemberstwd:CommercialAndResidentialLendingSegmentMember2019-07-012019-09-300001465128stwd:LoansHeldForSaleCommercialMemberstwd:CommercialAndResidentialLendingSegmentMember2019-07-012019-09-300001465128stwd:LoansHeldForSaleResidentialMemberstwd:CommercialAndResidentialLendingSegmentMember2019-01-012019-09-300001465128stwd:LoansHeldForSaleCommercialMemberstwd:CommercialAndResidentialLendingSegmentMember2019-01-012019-09-300001465128stwd:LoansHeldForSaleResidentialMemberstwd:CommercialAndResidentialLendingSegmentMember2018-07-012018-09-300001465128stwd:LoansHeldForSaleCommercialMemberstwd:CommercialAndResidentialLendingSegmentMember2018-07-012018-09-300001465128stwd:LoansHeldForSaleResidentialMemberstwd:CommercialAndResidentialLendingSegmentMember2018-01-012018-09-300001465128stwd:LoansHeldForSaleCommercialMemberstwd:CommercialAndResidentialLendingSegmentMember2018-01-012018-09-300001465128stwd:RealEstateInvestmentLendingMember2019-01-012019-09-300001465128stwd:SPTManagementLLCMember2019-09-300001465128stwd:SPTManagementLLCMember2018-12-310001465128stwd:SPTManagementLLCMember2019-07-012019-09-300001465128stwd:SPTManagementLLCMember2019-01-012019-09-300001465128stwd:SPTManagementLLCMember2018-07-012018-09-300001465128stwd:SPTManagementLLCMember2018-01-012018-09-300001465128srt:MinimumMemberstwd:CommercialAndResidentialLendingSegmentMember2019-01-012019-09-300001465128srt:MaximumMemberstwd:CommercialAndResidentialLendingSegmentMember2019-01-012019-09-300001465128srt:MinimumMemberstwd:PropertySegmentMember2019-01-012019-09-300001465128srt:MinimumMemberstwd:LNRBusinessSegmentsMember2019-01-012019-09-300001465128srt:MaximumMemberstwd:PropertySegmentMember2019-01-012019-09-300001465128srt:MaximumMemberstwd:LNRBusinessSegmentsMember2019-01-012019-09-300001465128stwd:OrlandoFloridaMember2019-04-012019-04-300001465128stwd:InterestRateSwapGuaranteesMember2019-01-012019-09-300001465128us-gaap:ResidentialMortgageBackedSecuritiesMemberstwd:FairValueOptionSecuritiesMember2019-07-012019-09-300001465128us-gaap:CommercialMortgageBackedSecuritiesMemberstwd:FairValueOptionSecuritiesMember2019-07-012019-09-300001465128us-gaap:HeldtomaturitySecuritiesMember2019-07-012019-09-300001465128srt:ConsolidationEliminationsMember2019-07-012019-09-300001465128us-gaap:ResidentialMortgageBackedSecuritiesMemberstwd:FairValueOptionSecuritiesMember2019-01-012019-09-300001465128us-gaap:CommercialMortgageBackedSecuritiesMemberstwd:FairValueOptionSecuritiesMember2019-01-012019-09-300001465128us-gaap:HeldtomaturitySecuritiesMember2019-01-012019-09-300001465128srt:ConsolidationEliminationsMember2019-01-012019-09-300001465128stwd:RepurchaseAgreementsDebtObligationsMember2019-09-300001465128us-gaap:CollateralPledgedMemberus-gaap:CollateralizedLoanObligationsMember2019-07-012019-09-300001465128us-gaap:CollateralizedLoanObligationsMember2019-07-012019-09-300001465128us-gaap:FinanceReceivablesMemberus-gaap:CollateralizedLoanObligationsMember2019-09-300001465128us-gaap:CollateralPledgedMemberus-gaap:CollateralizedLoanObligationsMember2019-09-300001465128stwd:MasterLeasePortfolioMember2019-01-012019-09-300001465128stwd:SCGCorePlusRetailFundLPMember2019-09-300001465128stwd:HighmarkResidentialMember2019-09-300001465128stwd:WoodstarTwoPortfolioMember2018-01-012018-12-310001465128stwd:MedicalOfficePortfolioMember2016-01-012016-12-310001465128stwd:AffordableHousingPortfolioMember2016-01-012016-12-310001465128stwd:AffordableHousingPortfolioMember2015-01-012015-12-310001465128stwd:WoodstarTwoPortfolioMember2019-01-012019-09-300001465128stwd:AffordableHousingPortfolioMember2019-01-012019-09-300001465128stwd:WoodstarTwoPortfolioMember2017-01-012017-12-310001465128stwd:NetLeasedOfficePropertyMemberstwd:IrelandPortfolioMember2015-01-012015-12-310001465128stwd:MultifamilyPropertyMemberstwd:IrelandPortfolioMember2015-01-012015-12-310001465128stwd:GreaterChicagoMember2019-09-300001465128stwd:SecuredFinancingMemberus-gaap:SubsequentEventMember2019-10-012019-10-310001465128stwd:FirstMortgageAndMezzanineLoanMemberus-gaap:SubsequentEventMember2019-10-012019-10-310001465128stwd:InvestingAndServicingSegmentPropertyPortfolioMember2019-01-012019-09-300001465128stwd:PurchaseOfFirstPriorityInfrastructureTermLoanParticipationMember2019-02-012019-02-280001465128us-gaap:VariableInterestEntityNotPrimaryBeneficiaryMember2019-09-300001465128stwd:HighmarkResidentialMember2019-01-012019-09-300001465128us-gaap:RetainedEarningsMember2019-07-012019-09-300001465128us-gaap:ParentMember2019-07-012019-09-300001465128us-gaap:NoncontrollingInterestMember2019-07-012019-09-300001465128us-gaap:CommonStockMember2019-07-012019-09-300001465128us-gaap:AdditionalPaidInCapitalMember2019-07-012019-09-300001465128us-gaap:AccumulatedOtherComprehensiveIncomeMember2019-07-012019-09-300001465128us-gaap:RetainedEarningsMember2019-01-012019-09-300001465128us-gaap:ParentMember2019-01-012019-09-300001465128us-gaap:NoncontrollingInterestMember2019-01-012019-09-300001465128us-gaap:CommonStockMember2019-01-012019-09-300001465128us-gaap:AdditionalPaidInCapitalMember2019-01-012019-09-300001465128us-gaap:AccumulatedOtherComprehensiveIncomeMember2019-01-012019-09-300001465128us-gaap:RetainedEarningsMember2018-07-012018-09-300001465128us-gaap:ParentMember2018-07-012018-09-300001465128us-gaap:CommonStockMember2018-07-012018-09-300001465128us-gaap:AdditionalPaidInCapitalMember2018-07-012018-09-300001465128us-gaap:AccumulatedOtherComprehensiveIncomeMember2018-07-012018-09-300001465128us-gaap:SecondMortgageMemberstwd:LoansHeldForInvestmentMember2019-01-012019-09-300001465128us-gaap:FirstMortgageMemberstwd:LoansHeldForInvestmentMember2019-01-012019-09-300001465128stwd:ResidentialLoansAtFairValueOptionMemberstwd:LoansHeldForInvestmentMember2019-01-012019-09-300001465128stwd:OtherLoansMemberstwd:LoansHeldForInvestmentMember2019-01-012019-09-300001465128stwd:MezzanineLoanMemberstwd:LoansHeldForInvestmentMember2019-01-012019-09-300001465128stwd:FirstPriorityInfrastructureReceivablesMemberstwd:LoansHeldForInvestmentMember2019-01-012019-09-300001465128stwd:LoansHeldForSaleResidentialMember2019-01-012019-09-300001465128stwd:LoansHeldForSaleInfrastructureMember2019-01-012019-09-300001465128stwd:LoansHeldForSaleCommercialMember2019-01-012019-09-300001465128us-gaap:SecondMortgageMemberstwd:LoansHeldForInvestmentMember2018-01-012018-12-310001465128us-gaap:FirstMortgageMemberstwd:LoansHeldForInvestmentMember2018-01-012018-12-310001465128stwd:OtherLoansMemberstwd:LoansHeldForInvestmentMember2018-01-012018-12-310001465128stwd:MezzanineLoanMemberstwd:LoansHeldForInvestmentMember2018-01-012018-12-310001465128stwd:FirstPriorityInfrastructureReceivablesMemberstwd:LoansHeldForInvestmentMember2018-01-012018-12-310001465128stwd:LoansHeldForSaleResidentialMember2018-01-012018-12-310001465128stwd:LoansHeldForSaleInfrastructureMember2018-01-012018-12-310001465128stwd:LoansHeldForSaleCommercialMember2018-01-012018-12-310001465128stwd:LoanHeldInSecuritizationTrustMember2018-01-012018-12-310001465128stwd:LoansHeldForSaleMember2018-12-310001465128us-gaap:SecondMortgageMemberstwd:LoansHeldForInvestmentMemberstwd:TotalRiskRatingMember2019-09-300001465128us-gaap:SecondMortgageMemberstwd:LoansHeldForInvestmentMemberstwd:Rating3Member2019-09-300001465128us-gaap:SecondMortgageMemberstwd:LoansHeldForInvestmentMemberstwd:Rating2Member2019-09-300001465128us-gaap:SecondMortgageMemberstwd:LoansHeldForInvestmentMemberstwd:NonRatedMember2019-09-300001465128stwd:OtherLoansMemberstwd:LoansHeldForInvestmentMemberstwd:TotalRiskRatingMember2019-09-300001465128stwd:OtherLoansMemberstwd:LoansHeldForInvestmentMemberstwd:Rating3Member2019-09-300001465128stwd:OtherLoansMemberstwd:LoansHeldForInvestmentMemberstwd:Rating1Member2019-09-300001465128stwd:OtherLoansMemberstwd:LoansHeldForInvestmentMemberstwd:NonRatedMember2019-09-300001465128stwd:MezzanineLoanMemberstwd:LoansHeldForInvestmentMemberstwd:TotalRiskRatingMember2019-09-300001465128stwd:MezzanineLoanMemberstwd:LoansHeldForInvestmentMemberstwd:Rating3Member2019-09-300001465128stwd:MezzanineLoanMemberstwd:LoansHeldForInvestmentMemberstwd:Rating2Member2019-09-300001465128stwd:FirstPriorityInfrastructureLoansMemberstwd:LoansHeldForInvestmentMemberstwd:TotalRiskRatingMember2019-09-300001465128stwd:FirstPriorityInfrastructureLoansMemberstwd:LoansHeldForInvestmentMemberstwd:NonRatedMember2019-09-300001465128stwd:FirstMortgagesExcludingCostRecoveryLoansMemberstwd:LoansHeldForInvestmentMemberstwd:TotalRiskRatingMember2019-09-300001465128stwd:FirstMortgagesExcludingCostRecoveryLoansMemberstwd:LoansHeldForInvestmentMemberstwd:Rating5Member2019-09-300001465128stwd:FirstMortgagesExcludingCostRecoveryLoansMemberstwd:LoansHeldForInvestmentMemberstwd:Rating3Member2019-09-300001465128stwd:FirstMortgagesExcludingCostRecoveryLoansMemberstwd:LoansHeldForInvestmentMemberstwd:Rating2Member2019-09-300001465128stwd:FirstMortgagesExcludingCostRecoveryLoansMemberstwd:LoansHeldForInvestmentMemberstwd:Rating1Member2019-09-300001465128stwd:FirstMortgagesExcludingCostRecoveryLoansMemberstwd:LoansHeldForInvestmentMemberstwd:NonRatedMember2019-09-300001465128us-gaap:SecondMortgageMemberstwd:LoansHeldForInvestmentMember2019-09-300001465128us-gaap:FirstMortgageMemberstwd:LoansHeldForInvestmentMember2019-09-300001465128stwd:ResidentialLoansAtFairValueOptionMemberstwd:LoansHeldForInvestmentMember2019-09-300001465128stwd:OtherLoansMemberstwd:LoansHeldForInvestmentMember2019-09-300001465128stwd:MezzanineLoanMemberstwd:LoansHeldForInvestmentMember2019-09-300001465128stwd:FirstPriorityInfrastructureReceivablesMemberstwd:LoansHeldForInvestmentMember2019-09-300001465128stwd:TotalRiskRatingMember2019-09-300001465128stwd:ResidentialLoansAtFairValueOptionMember2019-09-300001465128stwd:Rating5Member2019-09-300001465128stwd:Rating3Member2019-09-300001465128stwd:Rating2Member2019-09-300001465128stwd:Rating1Member2019-09-300001465128stwd:NonRatedMember2019-09-300001465128stwd:LoansHeldForSaleResidentialMember2019-09-300001465128stwd:LoansHeldForSaleMember2019-09-300001465128stwd:LoansHeldForSaleInfrastructureMember2019-09-300001465128stwd:LoansHeldForSaleCommercialMember2019-09-300001465128stwd:LoansHeldForInvestmentMember2019-09-300001465128us-gaap:SecondMortgageMemberstwd:LoansHeldForInvestmentMemberstwd:TotalRiskRatingMember2018-12-310001465128us-gaap:SecondMortgageMemberstwd:LoansHeldForInvestmentMemberstwd:Rating3Member2018-12-310001465128us-gaap:SecondMortgageMemberstwd:LoansHeldForInvestmentMemberstwd:Rating2Member2018-12-310001465128us-gaap:SecondMortgageMemberstwd:LoansHeldForInvestmentMemberstwd:NonRatedMember2018-12-310001465128stwd:OtherLoansMemberstwd:LoansHeldForInvestmentMemberstwd:TotalRiskRatingMember2018-12-310001465128stwd:OtherLoansMemberstwd:LoansHeldForInvestmentMemberstwd:Rating3Member2018-12-310001465128stwd:OtherLoansMemberstwd:LoansHeldForInvestmentMemberstwd:Rating1Member2018-12-310001465128stwd:OtherLoansMemberstwd:LoansHeldForInvestmentMemberstwd:NonRatedMember2018-12-310001465128stwd:MezzanineLoanMemberstwd:LoansHeldForInvestmentMemberstwd:TotalRiskRatingMember2018-12-310001465128stwd:MezzanineLoanMemberstwd:LoansHeldForInvestmentMemberstwd:Rating3Member2018-12-310001465128stwd:MezzanineLoanMemberstwd:LoansHeldForInvestmentMemberstwd:Rating2Member2018-12-310001465128stwd:FirstPriorityInfrastructureLoansMemberstwd:LoansHeldForInvestmentMemberstwd:TotalRiskRatingMember2018-12-310001465128stwd:FirstPriorityInfrastructureLoansMemberstwd:LoansHeldForInvestmentMemberstwd:NonRatedMember2018-12-310001465128stwd:FirstMortgagesExcludingCostRecoveryLoansMemberstwd:LoansHeldForInvestmentMemberstwd:TotalRiskRatingMember2018-12-310001465128stwd:FirstMortgagesExcludingCostRecoveryLoansMemberstwd:LoansHeldForInvestmentMemberstwd:Rating4Member2018-12-310001465128stwd:FirstMortgagesExcludingCostRecoveryLoansMemberstwd:LoansHeldForInvestmentMemberstwd:Rating3Member2018-12-310001465128stwd:FirstMortgagesExcludingCostRecoveryLoansMemberstwd:LoansHeldForInvestmentMemberstwd:Rating2Member2018-12-310001465128stwd:FirstMortgagesExcludingCostRecoveryLoansMemberstwd:LoansHeldForInvestmentMemberstwd:Rating1Member2018-12-310001465128stwd:FirstMortgagesExcludingCostRecoveryLoansMemberstwd:LoansHeldForInvestmentMemberstwd:NonRatedMember2018-12-310001465128us-gaap:SecondMortgageMemberstwd:LoansHeldForInvestmentMember2018-12-310001465128us-gaap:FirstMortgageMemberstwd:LoansHeldForInvestmentMember2018-12-310001465128stwd:OtherLoansMemberstwd:LoansHeldForInvestmentMember2018-12-310001465128stwd:MezzanineLoanMemberstwd:LoansHeldForInvestmentMember2018-12-310001465128stwd:LoansHeldForSaleMemberstwd:TotalRiskRatingMember2018-12-310001465128stwd:LoanHeldInSecuritizationTrustMemberstwd:TotalRiskRatingMember2018-12-310001465128stwd:LoanHeldInSecuritizationTrustMemberstwd:Rating2Member2018-12-310001465128stwd:FirstPriorityInfrastructureReceivablesMemberstwd:LoansHeldForInvestmentMember2018-12-310001465128stwd:TotalRiskRatingMember2018-12-310001465128stwd:Rating4Member2018-12-310001465128stwd:Rating3Member2018-12-310001465128stwd:Rating2Member2018-12-310001465128stwd:Rating1Member2018-12-310001465128stwd:NonRatedMember2018-12-310001465128stwd:LoansHeldForSaleResidentialMember2018-12-310001465128stwd:LoansHeldForSaleInfrastructureMember2018-12-310001465128stwd:LoansHeldForSaleCommercialMember2018-12-310001465128stwd:LoansHeldForInvestmentMember2018-12-310001465128stwd:LoanHeldInSecuritizationTrustMember2018-12-310001465128stwd:Rating5Member2019-01-012019-09-300001465128stwd:Rating4Member2019-01-012019-09-300001465128us-gaap:NoncontrollingInterestMember2018-07-012018-09-300001465128us-gaap:TreasuryStockCommonMember2018-01-012018-09-300001465128us-gaap:RetainedEarningsMember2018-01-012018-09-300001465128us-gaap:ParentMember2018-01-012018-09-300001465128us-gaap:NoncontrollingInterestMember2018-01-012018-09-300001465128us-gaap:CommonStockMember2018-01-012018-09-300001465128us-gaap:AdditionalPaidInCapitalMember2018-01-012018-09-300001465128us-gaap:AccumulatedOtherComprehensiveIncomeMember2018-01-012018-09-300001465128stwd:InfrastructureLendingSegmentMember2019-09-300001465128srt:MinimumMemberstwd:Rating5Member2019-09-300001465128srt:MinimumMemberstwd:Rating4Member2019-09-300001465128srt:MaximumMemberstwd:Rating4Member2019-09-300001465128srt:MaximumMemberstwd:Rating3Member2019-09-300001465128srt:MaximumMemberstwd:Rating2Member2019-09-300001465128srt:MaximumMemberstwd:Rating1Member2019-09-300001465128us-gaap:CommitmentsMemberstwd:InfrastructureLendingSegmentMember2019-09-300001465128us-gaap:CommitmentsMemberstwd:CommercialAndResidentialLendingSegmentMember2019-09-300001465128stwd:RevolversAndLettersOfCreditCommitmentsMemberstwd:InfrastructureLendingSegmentMember2019-09-300001465128stwd:DelayedDrawTermLoansMemberstwd:InfrastructureLendingSegmentMember2019-09-300001465128stwd:InfrastructureLendingSegmentMember2018-01-012018-09-300001465128stwd:LNRBusinessSegmentsMember2019-07-012019-09-300001465128stwd:LNRBusinessSegmentsMember2019-01-012019-09-300001465128stwd:LNRBusinessSegmentsMember2018-07-012018-09-300001465128stwd:LNRBusinessSegmentsMember2018-01-012018-09-3000014651282018-12-310001465128us-gaap:PortionAtOtherThanFairValueFairValueDisclosureMember2019-09-300001465128us-gaap:CarryingReportedAmountFairValueDisclosureMember2019-09-300001465128us-gaap:PortionAtOtherThanFairValueFairValueDisclosureMember2018-12-310001465128us-gaap:CarryingReportedAmountFairValueDisclosureMember2018-12-310001465128stwd:RevolvingSecuredFinancingMember2019-09-300001465128stwd:FhlbAdvancesMember2019-03-310001465128srt:StandardPoorsBMinusRatingMemberus-gaap:ResidentialMortgageBackedSecuritiesMemberus-gaap:AvailableforsaleSecuritiesMember2019-01-012019-09-300001465128srt:StandardPoorsBMinusRatingMemberus-gaap:ResidentialMortgageBackedSecuritiesMemberus-gaap:AvailableforsaleSecuritiesMember2018-01-012018-12-310001465128srt:StandardPoorsBMinusRatingMemberus-gaap:ResidentialMortgageBackedSecuritiesMemberus-gaap:AvailableforsaleSecuritiesMember2019-09-300001465128srt:StandardPoorsBMinusRatingMemberus-gaap:ResidentialMortgageBackedSecuritiesMemberus-gaap:AvailableforsaleSecuritiesMember2018-12-310001465128us-gaap:ResidentialMortgageBackedSecuritiesMember2019-09-300001465128srt:ConsolidationEliminationsMember2019-09-300001465128us-gaap:ResidentialMortgageBackedSecuritiesMemberstwd:FairValueOptionSecuritiesMember2019-09-300001465128us-gaap:CommercialMortgageBackedSecuritiesMemberstwd:FairValueOptionSecuritiesMember2019-09-300001465128stwd:OriginationOfLoanToRefinanceDebtOfCommercialRealEstatePartnershipMember2019-03-012019-03-310001465128stwd:StarwoodEuropeanRealEstateFinanceLimitedMember2012-01-012012-12-310001465128us-gaap:OffMarketFavorableLeaseMember2019-01-012019-09-300001465128us-gaap:LeasesAcquiredInPlaceMember2019-01-012019-09-300001465128stwd:DomesticServicingRightsMember2019-01-012019-09-300001465128stwd:InfrastructureAcquisitionFacilityMember2018-09-012018-09-300001465128stwd:SCGCorePlusRetailFundLPMember2019-01-012019-09-300001465128stwd:FirstMortgageLoanAndMezzanineLoanMemberstwd:NewYorkCityMember2019-01-012019-09-300001465128stwd:MontgomeryAlabamaMember2019-09-300001465128stwd:OrlandoFloridaMember2019-04-300001465128us-gaap:CommercialMortgageBackedSecuritiesMember2019-09-300001465128stwd:PreferredEquityInvestmentMember2019-09-300001465128stwd:PurchaseOfFirstPriorityInfrastructureTermLoanParticipationMember2018-02-280001465128us-gaap:FairValueInputsLevel3Memberus-gaap:ResidentialMortgageBackedSecuritiesMember2019-07-012019-09-300001465128us-gaap:FairValueInputsLevel3Memberus-gaap:CommercialMortgageBackedSecuritiesMember2019-07-012019-09-300001465128us-gaap:FairValueInputsLevel3Memberstwd:VariableInterestEntityLiabilitiesMember2019-07-012019-09-300001465128us-gaap:FairValueInputsLevel3Memberstwd:VariableInterestEntityAssetsMember2019-07-012019-09-300001465128us-gaap:FairValueInputsLevel3Memberstwd:LoansHeldForSaleMember2019-07-012019-09-300001465128us-gaap:FairValueInputsLevel3Memberstwd:DomesticServicingRightsMember2019-07-012019-09-300001465128us-gaap:FairValueInputsLevel3Member2019-07-012019-09-300001465128us-gaap:FairValueInputsLevel3Memberus-gaap:ResidentialMortgageBackedSecuritiesMember2019-01-012019-09-300001465128us-gaap:FairValueInputsLevel3Memberus-gaap:CommercialMortgageBackedSecuritiesMember2019-01-012019-09-300001465128us-gaap:FairValueInputsLevel3Memberstwd:VariableInterestEntityLiabilitiesMember2019-01-012019-09-300001465128us-gaap:FairValueInputsLevel3Memberstwd:VariableInterestEntityAssetsMember2019-01-012019-09-300001465128us-gaap:FairValueInputsLevel3Memberstwd:LoansHeldForSaleMember2019-01-012019-09-300001465128us-gaap:FairValueInputsLevel3Memberstwd:DomesticServicingRightsMember2019-01-012019-09-300001465128us-gaap:FairValueInputsLevel3Member2019-01-012019-09-300001465128us-gaap:FairValueInputsLevel3Memberus-gaap:ResidentialMortgageBackedSecuritiesMember2018-07-012018-09-300001465128us-gaap:FairValueInputsLevel3Memberus-gaap:CommercialMortgageBackedSecuritiesMember2018-07-012018-09-300001465128us-gaap:FairValueInputsLevel3Memberstwd:VariableInterestEntityLiabilitiesMember2018-07-012018-09-300001465128us-gaap:FairValueInputsLevel3Memberstwd:VariableInterestEntityAssetsMember2018-07-012018-09-300001465128us-gaap:FairValueInputsLevel3Memberstwd:LoansHeldForSaleMember2018-07-012018-09-300001465128us-gaap:FairValueInputsLevel3Memberstwd:DomesticServicingRightsMember2018-07-012018-09-300001465128us-gaap:FairValueInputsLevel3Member2018-07-012018-09-300001465128us-gaap:FairValueInputsLevel3Memberus-gaap:ResidentialMortgageBackedSecuritiesMember2018-01-012018-09-300001465128us-gaap:FairValueInputsLevel3Memberus-gaap:CommercialMortgageBackedSecuritiesMember2018-01-012018-09-300001465128us-gaap:FairValueInputsLevel3Memberstwd:VariableInterestEntityLiabilitiesMember2018-01-012018-09-300001465128us-gaap:FairValueInputsLevel3Memberstwd:VariableInterestEntityAssetsMember2018-01-012018-09-300001465128us-gaap:FairValueInputsLevel3Memberstwd:LoansHeldForSaleMember2018-01-012018-09-300001465128us-gaap:FairValueInputsLevel3Memberstwd:DomesticServicingRightsMember2018-01-012018-09-300001465128us-gaap:FairValueInputsLevel3Member2018-01-012018-09-300001465128srt:MinimumMemberus-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:ResidentialMortgageBackedSecuritiesMember2019-01-012019-09-300001465128srt:MaximumMemberus-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:ResidentialMortgageBackedSecuritiesMember2019-01-012019-09-300001465128us-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:ResidentialMortgageBackedSecuritiesMember2019-01-012019-09-300001465128srt:MinimumMemberus-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:ResidentialMortgageBackedSecuritiesMember2018-01-012018-12-310001465128srt:MaximumMemberus-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:ResidentialMortgageBackedSecuritiesMember2018-01-012018-12-310001465128us-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:ResidentialMortgageBackedSecuritiesMember2018-01-012018-12-310001465128us-gaap:RevolvingCreditFacilityMember2019-01-012019-09-3000014651282018-09-300001465128us-gaap:InterestRateSwapMemberus-gaap:DesignatedAsHedgingInstrumentMember2019-09-300001465128stwd:InfrastructureLoansRepurchaseFacilityMember2019-02-012019-02-280001465128us-gaap:MortgageBackedSecuritiesMemberstwd:CertainFacilityMember2019-01-012019-09-300001465128stwd:Lender7SecuredFinancingMember2019-04-012019-04-300001465128stwd:InfrastructureLoansRepurchaseFacilityMember2019-07-012019-07-3100014651282019-09-300001465128stwd:ConvertibleSeniorNotesDue2023Member2019-09-300001465128stwd:ConvertibleSeniorNotesDue2019Member2019-07-012019-09-300001465128stwd:ConvertibleSeniorNotesDue2023Member2019-01-012019-09-300001465128stwd:ConvertibleSeniorNotesDue2019Member2019-01-012019-09-300001465128stwd:ConvertibleSeniorNotesDue2019Member2018-01-012018-09-300001465128us-gaap:SecuredDebtMember2019-09-300001465128stwd:ConvertibleSeniorNotesDue2019Memberus-gaap:ConvertibleNotesPayableMember2019-01-012019-09-300001465128stwd:ConvertibleSeniorNotesDue2019Member2018-07-012018-09-300001465128srt:MinimumMemberstwd:VariousCostMethodInvesteeMember2019-09-300001465128srt:MinimumMemberstwd:LoanServicingVentureMember2019-09-300001465128srt:MaximumMemberstwd:VariousCostMethodInvesteeMember2019-09-300001465128srt:MaximumMemberstwd:LoanServicingVentureMember2019-09-300001465128srt:MinimumMemberstwd:VariousCostMethodInvesteeMember2018-12-310001465128srt:MinimumMemberstwd:LoanServicingVentureMember2018-12-310001465128srt:MaximumMemberstwd:VariousCostMethodInvesteeMember2018-12-310001465128srt:MaximumMemberstwd:LoanServicingVentureMember2018-12-3100014651282018-01-012018-12-310001465128us-gaap:ResidentialMortgageBackedSecuritiesMemberus-gaap:AvailableforsaleSecuritiesMember2019-01-012019-09-300001465128us-gaap:ResidentialMortgageBackedSecuritiesMemberus-gaap:AvailableforsaleSecuritiesMember2019-06-300001465128stwd:InfrastructureBondsMember2019-09-300001465128stwd:InfrastructureBondsMember2018-12-310001465128stwd:WoodstarTwoPortfolioMember2019-09-300001465128stwd:MedicalOfficePortfolioMember2019-09-300001465128stwd:MasterLeasePortfolioMember2019-09-300001465128stwd:IrelandPortfolioMember2019-09-300001465128stwd:InvestingAndServicingSegmentPropertyPortfolioMember2019-09-300001465128stwd:AffordableHousingPortfolioMember2019-09-300001465128srt:SubsidiariesMemberstwd:WoodstarTwoPortfolioMemberstwd:ClassaUnitsMember2019-01-012019-09-300001465128stwd:CommercialAndResidentialLendingSegmentMember2019-09-300001465128us-gaap:ResidentialMortgageBackedSecuritiesMemberus-gaap:AvailableforsaleSecuritiesMemberus-gaap:LondonInterbankOfferedRateLIBORMember2019-01-012019-09-300001465128us-gaap:ResidentialMortgageBackedSecuritiesMemberus-gaap:AvailableforsaleSecuritiesMemberus-gaap:LondonInterbankOfferedRateLIBORMember2018-01-012018-12-310001465128us-gaap:AvailableforsaleSecuritiesMemberstwd:OneMonthLondonInterbankOfferedRateLiborMember2019-09-300001465128us-gaap:AvailableforsaleSecuritiesMemberstwd:OneMonthLondonInterbankOfferedRateLiborMember2018-12-310001465128us-gaap:ResidentialMortgageBackedSecuritiesMemberus-gaap:AvailableforsaleSecuritiesMember2019-07-012019-09-300001465128us-gaap:ResidentialMortgageBackedSecuritiesMemberus-gaap:AvailableforsaleSecuritiesMember2019-09-300001465128us-gaap:ResidentialMortgageBackedSecuritiesMemberus-gaap:AvailableforsaleSecuritiesMember2018-12-310001465128stwd:InfrastructureLendingSegmentMember2019-07-012019-09-300001465128stwd:CommercialAndResidentialLendingSegmentMember2019-07-012019-09-300001465128stwd:InfrastructureLendingSegmentMember2019-01-012019-09-300001465128stwd:CommercialAndResidentialLendingSegmentMember2018-01-012018-09-300001465128us-gaap:ResidentialMortgageBackedSecuritiesMemberus-gaap:AvailableforsaleSecuritiesMember2018-07-012018-09-300001465128us-gaap:ResidentialMortgageBackedSecuritiesMemberstwd:FairValueOptionSecuritiesMember2018-07-012018-09-300001465128us-gaap:CommercialMortgageBackedSecuritiesMemberstwd:FairValueOptionSecuritiesMember2018-07-012018-09-300001465128us-gaap:HeldtomaturitySecuritiesMember2018-07-012018-09-300001465128srt:ConsolidationEliminationsMember2018-07-012018-09-300001465128us-gaap:ResidentialMortgageBackedSecuritiesMemberus-gaap:AvailableforsaleSecuritiesMember2018-01-012018-09-300001465128us-gaap:ResidentialMortgageBackedSecuritiesMemberstwd:FairValueOptionSecuritiesMember2018-01-012018-09-300001465128us-gaap:CommercialMortgageBackedSecuritiesMemberstwd:FairValueOptionSecuritiesMember2018-01-012018-09-300001465128us-gaap:HeldtomaturitySecuritiesMember2018-01-012018-09-300001465128srt:ConsolidationEliminationsMember2018-01-012018-09-300001465128us-gaap:OperatingSegmentsMemberstwd:PropertySegmentMember2019-07-012019-09-300001465128us-gaap:OperatingSegmentsMemberstwd:LNRBusinessSegmentsMember2019-07-012019-09-300001465128us-gaap:OperatingSegmentsMemberstwd:InfrastructureLendingSegmentMember2019-07-012019-09-300001465128us-gaap:OperatingSegmentsMemberstwd:CommercialAndResidentialLendingSegmentMember2019-07-012019-09-300001465128us-gaap:MaterialReconcilingItemsMember2019-07-012019-09-300001465128us-gaap:CorporateNonSegmentMember2019-07-012019-09-300001465128stwd:OperatingSegmentsAndCorporateNonSegmentMember2019-07-012019-09-3000014651282019-07-012019-09-300001465128us-gaap:OperatingSegmentsMemberstwd:PropertySegmentMember2019-01-012019-09-300001465128us-gaap:OperatingSegmentsMemberstwd:LNRBusinessSegmentsMember2019-01-012019-09-300001465128us-gaap:OperatingSegmentsMemberstwd:InfrastructureLendingSegmentMember2019-01-012019-09-300001465128us-gaap:OperatingSegmentsMemberstwd:CommercialAndResidentialLendingSegmentMember2019-01-012019-09-300001465128us-gaap:MaterialReconcilingItemsMember2019-01-012019-09-300001465128us-gaap:CorporateNonSegmentMember2019-01-012019-09-300001465128stwd:OperatingSegmentsAndCorporateNonSegmentMember2019-01-012019-09-300001465128us-gaap:OperatingSegmentsMemberstwd:PropertySegmentMember2018-07-012018-09-300001465128us-gaap:OperatingSegmentsMemberstwd:LNRBusinessSegmentsMember2018-07-012018-09-300001465128us-gaap:OperatingSegmentsMemberstwd:InfrastructureLendingSegmentMember2018-07-012018-09-300001465128us-gaap:OperatingSegmentsMemberstwd:CommercialAndResidentialLendingSegmentMember2018-07-012018-09-300001465128us-gaap:MaterialReconcilingItemsMember2018-07-012018-09-300001465128us-gaap:CorporateNonSegmentMember2018-07-012018-09-300001465128stwd:OperatingSegmentsAndCorporateNonSegmentMember2018-07-012018-09-3000014651282018-07-012018-09-300001465128us-gaap:OperatingSegmentsMemberstwd:PropertySegmentMember2018-01-012018-09-300001465128us-gaap:OperatingSegmentsMemberstwd:LNRBusinessSegmentsMember2018-01-012018-09-300001465128us-gaap:OperatingSegmentsMemberstwd:InfrastructureLendingSegmentMember2018-01-012018-09-300001465128us-gaap:OperatingSegmentsMemberstwd:CommercialAndResidentialLendingSegmentMember2018-01-012018-09-300001465128us-gaap:MaterialReconcilingItemsMember2018-01-012018-09-300001465128us-gaap:CorporateNonSegmentMember2018-01-012018-09-300001465128stwd:OperatingSegmentsAndCorporateNonSegmentMember2018-01-012018-09-300001465128us-gaap:SecondMortgageMembersrt:WeightedAverageMemberstwd:LoansHeldForInvestmentMember2019-01-012019-09-300001465128us-gaap:FirstMortgageMembersrt:WeightedAverageMemberstwd:LoansHeldForInvestmentMember2019-01-012019-09-300001465128stwd:ResidentialLoansAtFairValueOptionMembersrt:WeightedAverageMemberstwd:LoansHeldForInvestmentMember2019-01-012019-09-300001465128stwd:OtherLoansMembersrt:WeightedAverageMemberstwd:LoansHeldForInvestmentMember2019-01-012019-09-300001465128stwd:MezzanineLoanMembersrt:WeightedAverageMemberstwd:LoansHeldForInvestmentMember2019-01-012019-09-300001465128stwd:FirstPriorityInfrastructureReceivablesMembersrt:WeightedAverageMemberstwd:LoansHeldForInvestmentMember2019-01-012019-09-300001465128srt:WeightedAverageMemberstwd:LoansHeldForSaleResidentialMember2019-01-012019-09-300001465128srt:WeightedAverageMemberstwd:LoansHeldForSaleInfrastructureMember2019-01-012019-09-300001465128srt:WeightedAverageMemberstwd:LoansHeldForSaleCommercialMember2019-01-012019-09-300001465128us-gaap:SecondMortgageMembersrt:WeightedAverageMemberstwd:LoansHeldForInvestmentMember2018-01-012018-12-310001465128us-gaap:FirstMortgageMembersrt:WeightedAverageMemberstwd:LoansHeldForInvestmentMember2018-01-012018-12-310001465128stwd:OtherLoansMembersrt:WeightedAverageMemberstwd:LoansHeldForInvestmentMember2018-01-012018-12-310001465128stwd:MezzanineLoanMembersrt:WeightedAverageMemberstwd:LoansHeldForInvestmentMember2018-01-012018-12-310001465128stwd:FirstPriorityInfrastructureReceivablesMembersrt:WeightedAverageMemberstwd:LoansHeldForInvestmentMember2018-01-012018-12-310001465128srt:WeightedAverageMemberstwd:LoansHeldForSaleResidentialMember2018-01-012018-12-310001465128srt:WeightedAverageMemberstwd:LoansHeldForSaleInfrastructureMember2018-01-012018-12-310001465128srt:WeightedAverageMemberstwd:LoansHeldForSaleCommercialMember2018-01-012018-12-310001465128srt:WeightedAverageMemberstwd:LoanHeldInSecuritizationTrustMember2018-01-012018-12-3100014651282018-01-012018-09-3000014651282019-11-0400014651282019-01-012019-09-30stwd:securityiso4217:EURiso4217:GBPstwd:segmentxbrli:sharesiso4217:USDxbrli:purestwd:itemstwd:instrumentstwd:propertystwd:Plantutr:sqftiso4217:USDxbrli:shares

Table of Contents 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2019

OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 001-34436

Starwood Property Trust, Inc.

(Exact name of registrant as specified in its charter)

Maryland

27-0247747

(State or Other Jurisdiction of
Incorporation or Organization)

(I.R.S. Employer
Identification No.)

591 West Putnam Avenue

Greenwich, Connecticut

06830

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code:

(203422-7700

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, $0.01 par value per share

STWD

New York Stock Exchange

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 

Accelerated filer 

Non-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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No

The number of shares of the issuer’s common stock, $0.01 par value, outstanding as of November 4, 2019 was 281,929,348.

Table of Contents 

Special Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q 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:

factors described in our Annual Report on Form 10-K for the year ended December 31, 2018, our Quarterly Report on Form 10-Q for the quarters ended March 31, 2019 and June 30, 2019 and this Quarterly Report on Form 10-Q, including those set forth under the captions “Risk Factors” and “Business”;

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 integrate our recently completed acquisition of the project finance origination, underwriting and capital markets business of GE Capital Global Holdings, LLC into our business and to achieve the benefits that we anticipate from the acquisition;

national and local economic and business conditions;

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 Quarterly Report on Form 10-Q 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.

2

Table of Contents 

TABLE OF CONTENTS

Page

Part I

Financial Information

Item 1.

Financial Statements

4

Condensed Consolidated Balance Sheets

4

Condensed Consolidated Statements of Operations

5

Condensed Consolidated Statements of Comprehensive Income

6

Condensed Consolidated Statements of Equity

7

Condensed Consolidated Statements of Cash Flows

9

Notes to Condensed Consolidated Financial Statements

11

Note 1 Business and Organization

11

Note 2 Summary of Significant Accounting Policies

12

Note 3 Acquisitions and Divestitures

17

Note 4 Loans

18

Note 5 Investment Securities

23

Note 6 Properties

27

Note 7 Investment in Unconsolidated Entities

29

Note 8 Goodwill and Intangibles

30

Note 9 Secured Borrowings

32

Note 10 Unsecured Senior Notes

35

Note 11 Loan Securitization/Sale Activities

36

Note 12 Derivatives and Hedging Activity

38

Note 13 Offsetting Assets and Liabilities

40

Note 14 Variable Interest Entities

40

Note 15 Related-Party Transactions

42

Note 16 Stockholders’ Equity and Non-Controlling Interests

44

Note 17 Earnings per Share

46

Note 18 Accumulated Other Comprehensive Income

47

Note 19 Fair Value

48

Note 20 Income Taxes

56

Note 21 Commitments and Contingencies

56

Note 22 Segment Data

58

Note 23 Subsequent Events

64

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

65

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

102

Item 4.

Controls and Procedures

105

Part II

Other Information

Item 1.

Legal Proceedings

106

Item 1A.

Risk Factors

106

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

107

Item 3.

Defaults Upon Senior Securities

107

Item 4.

Mine Safety Disclosures

107

Item 5.

Other Information

107

Item 6.

Exhibits

108

3

Table of Contents 

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

Starwood Property Trust, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(Unaudited, amounts in thousands, except share data)

As of

As of

September 30, 2019

December 31, 2018

Assets:

Cash and cash equivalents

$

284,117

$

239,824

Restricted cash

 

110,541

 

248,041

Loans held-for-investment, net ($479,169 and $0 held at fair value)

 

8,919,653

 

8,532,356

Loans held-for-sale ($1,170,193 and $671,282 held at fair value)

 

1,442,119

 

1,187,552

Loans transferred as secured borrowings

 

 

74,346

Investment securities ($252,882 and $262,319 held at fair value)

 

809,137

 

906,468

Properties, net

2,729,538

2,784,890

Intangible assets ($18,249 and $20,557 held at fair value)

 

119,947

 

145,033

Investment in unconsolidated entities

 

126,115

 

171,765

Goodwill

 

259,846

 

259,846

Derivative assets

 

81,483

 

52,691

Accrued interest receivable

 

51,777

 

60,355

Other assets

 

250,773

 

152,922

Variable interest entity (“VIE”) assets, at fair value

 

59,249,054

 

53,446,364

Total Assets

$

74,434,100

$

68,262,453

Liabilities and Equity

Liabilities:

Accounts payable, accrued expenses and other liabilities

$

234,120

$

217,663

Related-party payable

 

24,486

 

44,043

Dividends payable

 

137,273

 

133,466

Derivative liabilities

 

4,781

 

15,415

Secured financing agreements, net

 

8,248,088

 

8,683,565

Collateralized loan obligations, net

927,436

Unsecured senior notes, net

 

1,926,693

 

1,998,831

Secured borrowings on transferred loans, net

 

 

74,239

VIE liabilities, at fair value

 

58,018,209

 

52,195,042

Total Liabilities

 

69,521,086

 

63,362,264

Commitments and contingencies (Note 21)

Equity:

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, 287,117,159 issued and 281,937,019 outstanding as of September 30, 2019 and 280,839,692 issued and 275,659,552 outstanding as of December 31, 2018

 

2,871

 

2,808

Additional paid-in capital

 

5,121,671

 

4,995,156

Treasury stock (5,180,140 shares)

 

(104,194)

 

(104,194)

Accumulated other comprehensive income

 

52,377

 

58,660

Accumulated deficit

 

(417,529)

 

(348,998)

Total Starwood Property Trust, Inc. Stockholders’ Equity

 

4,655,196

 

4,603,432

Non-controlling interests in consolidated subsidiaries

 

257,818

 

296,757

Total Equity

 

4,913,014

 

4,900,189

Total Liabilities and Equity

$

74,434,100

$

68,262,453

Note: In addition to the VIE assets and liabilities which are separately presented, our condensed consolidated balance sheet as of September 30, 2019 includes assets of $1.1 billion and liabilities of $0.9 billion related to a consolidated collateralized loan obligation (“CLO”), which is considered to be a VIE.  The CLO’s assets can only be used to settle obligations of the CLO, and the CLO’s liabilities do not have recourse to Starwood Property Trust, Inc. Refer to Note 14 for additional discussion of VIEs.

See notes to condensed consolidated financial statements.

4

Table of Contents 

Starwood Property Trust, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

(Unaudited, amounts in thousands, except per share data)

For the Three Months Ended

For the Nine Months Ended

September 30,

September 30,

    

2019

    

2018

    

2019

    

2018

Revenues:

Interest income from loans

$

172,030

$

154,501

$

546,912

$

443,825

Interest income from investment securities

 

16,676

 

11,508

 

56,853

 

37,567

Servicing fees

 

14,333

 

27,824

 

47,774

 

71,206

Rental income

84,654

91,132

255,784

261,133

Other revenues

 

637

 

754

 

2,668

 

2,131

Total revenues

 

288,330

 

285,719

 

909,991

 

815,862

Costs and expenses:

Management fees

 

30,238

 

26,519

 

76,227

 

84,655

Interest expense

 

123,156

 

102,658

 

387,954

 

281,433

General and administrative

 

39,766

 

31,203

 

112,274

 

98,873

Acquisition and investment pursuit costs

 

163

 

6,527

 

579

 

8,465

Costs of rental operations

31,568

30,191

91,874

92,781

Depreciation and amortization

 

28,269

 

34,293

 

86,075

 

103,187

Loan loss provision, net

 

(39)

 

929

 

3,242

 

27,726

Other expense

 

123

 

76

 

1,777

 

677

Total costs and expenses

 

253,244

 

232,396

 

760,002

 

697,797

Other income (loss):

Change in net assets related to consolidated VIEs

 

61,767

 

33,289

 

164,761

 

129,888

Change in fair value of servicing rights

 

(625)

 

(974)

 

(2,308)

 

(8,991)

Change in fair value of investment securities, net

 

266

 

301

 

995

 

7,854

Change in fair value of mortgage loans held-for-sale, net

 

32,521

 

3,940

 

65,678

 

26,573

Earnings (loss) from unconsolidated entities

 

2,747

 

2,625

 

(31,636)

 

6,633

Gain on sale of investments and other assets, net

 

21,157

 

1,462

 

28,157

 

25,559

Gain on derivative financial instruments, net

 

21,933

 

11,735

 

19,694

 

27,498

Foreign currency loss, net

 

(15,664)

 

(4,078)

 

(17,134)

 

(3,793)

Total other-than-temporary impairment (“OTTI”)

 

(267)

 

 

(267)

 

Noncredit portion of OTTI recognized in other comprehensive income

 

267

 

 

267

 

Net impairment losses recognized in earnings

 

 

 

 

Loss on extinguishment of debt

(4,624)

(2,540)

(10,738)

(2,726)

Other loss, net

 

(50)

 

(1,421)

 

(123)

 

(815)

Total other income

 

119,428

 

44,339

 

217,346

 

207,680

Income before income taxes

 

154,514

 

97,662

 

367,335

 

325,745

Income tax provision

 

(4,513)

 

(8,281)

 

(8,380)

 

(14,480)

Net income

 

150,001

 

89,381

 

358,955

 

311,265

Net income attributable to non-controlling interests

 

(9,605)

 

(4,845)

 

(21,160)

 

(17,567)

Net income attributable to Starwood Property Trust, Inc.

$

140,396

$

84,536

$

337,795

$

293,698

Earnings per share data attributable to Starwood Property Trust, Inc.:

Basic

$

0.50

$

0.31

$

1.20

$

1.11

Diluted

$

0.49

$

0.31

$

1.19

$

1.09

See notes to condensed consolidated financial statements.

5

Table of Contents 

Starwood Property Trust, Inc. and Subsidiaries

Condensed Consolidated Statements of Comprehensive Income

(Unaudited, amounts in thousands)

For the Three Months Ended

    

For the Nine Months Ended

September 30,

September 30,

2019

2018

2019

2018

Net income

$

150,001

$

89,381

$

358,955

$

311,265

Other comprehensive income (loss) (net change by component):

Cash flow hedges

 

 

(6)

 

 

(24)

Available-for-sale securities

 

(579)

 

737

 

(1,045)

 

2,923

Foreign currency translation

 

(4,168)

 

(945)

 

(5,238)

 

(4,903)

Other comprehensive loss

 

(4,747)

 

(214)

 

(6,283)

 

(2,004)

Comprehensive income

 

145,254

 

89,167

 

352,672

 

309,261

Less: Comprehensive income attributable to non-controlling interests

 

(9,605)

 

(4,845)

 

(21,160)

 

(17,567)

Comprehensive income attributable to Starwood Property Trust, Inc.

$

135,649

$

84,322

$

331,512

$

291,694

See notes to condensed consolidated financial statements.

6

Table of Contents 

Starwood Property Trust, Inc. and Subsidiaries

Condensed Consolidated Statements of Equity

For the Three Months Ended September 30, 2019 and 2018

(Unaudited, amounts in thousands, except share data)

Total

Starwood

Accumulated

Property

Common stock

Additional

Other

Trust, Inc.

Non-

Par

Paid-in

Treasury Stock

Accumulated

Comprehensive

Stockholders’

Controlling

Total

    

Shares

    

Value

    

Capital

    

Shares

    

Amount

    

Deficit

    

Income

    

Equity

    

Interests

    

Equity

Balance, July 1, 2019

 

286,451,361

$

2,864

$

5,103,771

5,180,140

$

(104,194)

$

(421,858)

$

57,124

$

4,637,707

$

265,544

$

4,903,251

Proceeds from DRIP Plan

10,751

253

253

253

Redemption of Class A Units for common stock

219,831

2

4,695

4,697

(4,697)

Equity offering costs

(19)

(19)

(19)

Share-based compensation

435,216

5

12,971

12,976

12,976

Net income

 

140,396

140,396

9,605

150,001

Dividends declared, $0.48 per share

 

(136,067)

(136,067)

(136,067)

Other comprehensive loss, net

 

(4,747)

(4,747)

(4,747)

VIE non-controlling interests

(2,615)

(2,615)

Contributions from non-controlling interests

658

658

Distributions to non-controlling interests

 

(10,677)

(10,677)

Balance, September 30, 2019

 

287,117,159

$

2,871

$

5,121,671

 

5,180,140

$

(104,194)

$

(417,529)

$

52,377

$

4,655,196

$

257,818

$

4,913,014

Balance, July 1, 2018

 

267,541,825

$

2,675

$

4,738,969

5,180,140

$

(104,194)

$

(260,762)

$

68,134

$

4,444,822

$

254,869

$

4,699,691

Proceeds from DRIP Plan

 

6,530

145

 

145

145

Equity offering costs

 

(5)

 

(5)

(5)

Conversion of 2019 Convertible Notes

11,181,546

112

215,265

 

215,377

215,377

Share-based compensation

 

441,315

4

5,845

 

5,849

 

5,849

Manager incentive fee paid in stock

 

131,179

2

2,842

 

2,844

 

2,844

Net income

 

 

84,536

84,536

4,845

 

89,381

Dividends declared, $0.48 per share

 

 

(132,117)

(132,117)

 

(132,117)

Other comprehensive loss, net

 

 

(214)

(214)

 

(214)

VIE non-controlling interests

 

 

(1,267)

(1,267)

Contributions from non-controlling interests

 

 

12,189

12,189

Distributions to non-controlling interests

 

 

(9,596)

 

(9,596)

Balance, September 30, 2018

 

279,302,395

$

2,793

$

4,963,061

 

5,180,140

$

(104,194)

$

(308,343)

$

67,920

$

4,621,237

$

261,040

$

4,882,277

See notes to condensed consolidated financial statements.

7

Table of Contents 

Starwood Property Trust, Inc. and Subsidiaries

Condensed Consolidated Statements of Equity (Continued)

For the Nine Months Ended September 30, 2019 and 2018

(Unaudited, amounts in thousands, except share data)

Total

 

Starwood

 

Accumulated

Property

 

Common stock

Additional

Other

Trust, Inc.

Non-

 

Par

Paid-in

Treasury Stock

Accumulated

Comprehensive

Stockholders’

Controlling

Total

 

    

Shares

    

Value

    

Capital

    

Shares

    

Amount

    

Deficit

    

Income

    

Equity

    

Interests

    

Equity

 

Balance, January 1, 2019

 

280,839,692

$

2,808

$

4,995,156

 

5,180,140

$

(104,194)

$

(348,998)

$

58,660

$

4,603,432

$

296,757

$

4,900,189

Proceeds from DRIP Plan

27,887

632

632

632

Redemption of Class A Units for common stock

974,176

10

21,060

21,070

(21,070)

Equity offering costs

(27)

(27)

(27)

Conversion of 2019 Convertible Notes

3,611,918

36

67,526

67,562

67,562

Share-based compensation

1,168,123

12

26,352

26,364

26,364

Manager incentive fee paid in stock

 

495,363

5

10,972

10,977

10,977

Net income

 

337,795

337,795

21,160

358,955

Dividends declared, $1.44 per share

 

(406,326)

(406,326)

(406,326)

Other comprehensive loss, net

 

(6,283)

(6,283)

(6,283)

VIE non-controlling interests

(2,792)

(2,792)

Contributions from non-controlling interests

5,294

5,294

Distributions to non-controlling interests

 

(41,531)

(41,531)

Balance, September 30, 2019

 

287,117,159

$

2,871

$

5,121,671

 

5,180,140

$

(104,194)

$

(417,529)

$

52,377

$

4,655,196

$

257,818

$

4,913,014

Balance, January 1, 2018

 

265,983,309

$

2,660

$

4,715,246

 

4,606,885

$

(92,104)

$

(217,312)

$

69,924

$

4,478,414

$

100,787

$

4,579,201

Proceeds from DRIP Plan

21,512

459

459

459

Equity offering costs

(22)

(22)

(22)

Conversion of 2019 Convertible Notes

11,181,546

112

215,265

215,377

215,377

Common stock repurchased

 

573,255

(12,090)

(12,090)

(12,090)

Share-based compensation

 

1,215,137

12

16,442

16,454

 

16,454

Manager incentive fee paid in stock

 

900,891

9

18,633

18,642

 

18,642

Net income

 

293,698

293,698

17,567

 

311,265

Dividends declared, $1.44 per share

 

(384,729)

(384,729)

 

(384,729)

Other comprehensive loss, net

 

(2,004)

(2,004)

 

(2,004)

VIE non-controlling interests

 

(291)

(291)

Contributions from non-controlling interests

 

387,481

387,481

Distributions to non-controlling interests

 

(2,962)

(2,962)

(244,185)

 

(247,147)

Sale of controlling interest in majority owned property asset

 

(319)

(319)

Balance, September 30, 2018

 

279,302,395

$

2,793

$

4,963,061

 

5,180,140

$

(104,194)

$

(308,343)

$

67,920

$

4,621,237

$

261,040

$

4,882,277

See notes to condensed consolidated financial statements.

8

Table of Contents 

Starwood Property Trust, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(Unaudited, amounts in thousands)

For the Nine Months Ended

September 30,

 

2019

    

2018

Cash Flows from Operating Activities:

Net income

$

358,955

$

311,265

Adjustments to reconcile net income to net cash (used in) provided by operating activities:

Amortization of deferred financing costs, premiums and discounts on secured borrowings

 

25,942

 

18,156

Amortization of discounts and deferred financing costs on unsecured senior notes

 

5,830

 

9,674

Accretion of net discount on investment securities

 

(10,338)

 

(12,013)

Accretion of net deferred loan fees and discounts

 

(24,193)

 

(28,954)

Share-based compensation

 

26,364

 

16,454

Share-based component of incentive fees

 

10,977

 

18,642

Change in fair value of investment securities

 

(995)

 

(7,854)

Change in fair value of consolidated VIEs

 

(32,984)

 

(12,173)

Change in fair value of servicing rights

 

2,308

 

8,991

Change in fair value of loans held-for-sale

 

(65,678)

 

(26,573)

Change in fair value of derivatives

 

(16,043)

 

(24,339)

Foreign currency loss, net

 

17,134

 

3,734

Gain on sale of investments and other assets

 

(28,157)

 

(25,559)

Impairment charges on properties and related intangibles

 

1,392

 

1,864

Loan loss provision, net

 

3,242

 

27,726

Depreciation and amortization

 

86,172

 

101,760

Loss (earnings) from unconsolidated entities

 

31,636

 

(6,633)

Distributions of earnings from unconsolidated entities

 

9,730

 

5,001

Loss on extinguishment of debt

10,738

2,726

Origination and purchase of loans held-for-sale, net of principal collections

 

(2,549,697)

 

(1,386,609)

Proceeds from sale of loans held-for-sale

 

1,774,794

 

1,243,109

Changes in operating assets and liabilities:

Related-party payable, net

 

(19,557)

 

(17,083)

Accrued and capitalized interest receivable, less purchased interest

 

(71,906)

 

(37,314)

Other assets

 

(112,723)

 

(32,348)

Accounts payable, accrued expenses and other liabilities

 

(2,734)

 

22,997

Net cash (used in) provided by operating activities

 

(569,791)

 

174,647

Cash Flows from Investing Activities:

Origination and purchase of loans held-for-investment

 

(2,987,685)

 

(3,495,080)

Proceeds from principal collections on loans

 

2,312,992

 

2,225,575

Proceeds from loans sold

 

945,066

 

742,496

Purchase of investment securities

 

(5,165)

 

(312,339)

Proceeds from sales of investment securities

 

3,978

 

6,016

Proceeds from principal collections on investment securities

 

118,892

 

355,757

Infrastructure lending business combination

(2,011,428)

Proceeds from sales and insurance recoveries on properties

 

52,336

 

105,548

Purchases and additions to properties and other assets

(22,977)

(44,741)

Investment in unconsolidated entities

(8,365)

(3,100)

Distribution of capital from unconsolidated entities

 

12,455

 

21,448

Payments for purchase or termination of derivatives

 

(36,360)

 

(18,210)

Proceeds from termination of derivatives

 

12,979

 

15,521

Net cash provided by (used in) investing activities

 

398,146

 

(2,412,537)

See notes to condensed consolidated financial statements.

9

Table of Contents 

Starwood Property Trust, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows (Continued)

(Unaudited, amounts in thousands)

For the Nine Months Ended

September 30,

 

2019

    

2018

Cash Flows from Financing Activities:

Proceeds from borrowings

$

6,084,209

$

6,845,138

Principal repayments on and repurchases of borrowings

 

(5,549,756)

 

(3,880,450)

Payment of deferred financing costs

 

(45,403)

 

(63,219)

Proceeds from common stock issuances

 

632

 

459

Payment of equity offering costs

(27)

(22)

Payment of dividends

 

(402,519)

 

(378,096)

Contributions from non-controlling interests

5,294

9,066

Distributions to non-controlling interests

 

(41,531)

 

(247,147)

Purchase of treasury stock

 

 

(12,090)

Issuance of debt of consolidated VIEs

 

149,949

 

26,849

Repayment of debt of consolidated VIEs

 

(158,315)

 

(166,387)

Distributions of cash from consolidated VIEs

 

38,607

 

76,294

Net cash provided by financing activities

 

81,140

 

2,210,395

Net decrease in cash, cash equivalents and restricted cash

 

(90,505)

 

(27,495)

Cash, cash equivalents and restricted cash, beginning of period

 

487,865

 

418,273

Effect of exchange rate changes on cash

 

(2,702)

 

(757)

Cash, cash equivalents and restricted cash, end of period

$

394,658

$

390,021

Supplemental disclosure of cash flow information:

Cash paid for interest

$

367,291

$

241,173

Income taxes paid

 

8,848

 

8,223

Supplemental disclosure of non-cash investing and financing activities:

Dividends declared, but not yet paid

$

136,533

$

132,408

Consolidation of VIEs (VIE asset/liability additions)

 

6,103,915

 

3,438,933

Deconsolidation of VIEs (VIE asset/liability reductions)

 

341,186

 

1,395,168

Reclassification of residential loans held-for-sale to held-for-investment

340,948

Settlement of 2019 Convertible Notes in shares

75,525

245,172

Settlement of loans transferred as secured borrowings

74,692

Net assets acquired through foreclosure

27,416

Redemption of Class A Units for common stock

21,070

Lease liabilities arising from obtaining right-of-use assets

9,626

Net assets acquired from consolidated VIEs

8,613

27,737

Fair value of assets acquired, net of cash and restricted cash

2,020,037

Fair value of liabilities assumed

 

8,609

Contribution of Woodstar II Portfolio net assets from non-controlling interests

378,415

See notes to condensed consolidated financial statements.

10

Table of Contents 

Starwood Property Trust, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

As of September 30, 2019

(Unaudited)

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 both the United States (“U.S.”) and Europe. 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 September 30, 2019 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 and residential first mortgages, 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 both the U.S. and Europe (including distressed or non-performing loans).

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, a privately-held private equity firm founded by Mr. Sternlicht.

11

Table of Contents 

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, an allocable portion of the identified servicing intangible associated with the eliminated fee streams is eliminated in consolidation.

Refer to the segment data in Note 22 for a presentation of our business segments without consolidation of these VIEs.

Basis of Accounting and Principles of Consolidation

The accompanying condensed consolidated financial statements include our accounts and those of our consolidated subsidiaries and VIEs. Intercompany amounts have been eliminated in consolidation. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows have been included.

These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2018 (our “Form 10-K”), as filed with the Securities and Exchange Commission (“SEC”). The results of operations for the three and nine months ended September 30, 2019 are not necessarily indicative of the operating results for the full year.

Refer to our Form 10-K for a description of our recurring accounting policies. We have included disclosure in this Note 2 regarding principles of consolidation and other accounting policies that (i) are required to be disclosed quarterly, (ii) we view as critical, (iii) became significant since December 31, 2018 due to a corporate action or increase in the significance of the underlying business activity or (iv) changed upon adoption of an Accounting Standards Update (“ASU”) issued by the Financial Accounting Standards Board (“FASB”).

Variable Interest Entities

In addition to the securitization VIEs, we have financed a pool of our loans through a collateralized loan obligation (“CLO”) which is considered a VIE. 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.

12

Table of Contents 

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, an allocable portion of the identified servicing intangible asset associated with the servicing fee streams, and the corresponding allocable 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 condensed consolidated statements of operations. The residual difference shown on our condensed consolidated statements of operations in the line item “Change in net assets related to consolidated VIEs” represents our beneficial interest in the VIEs.

13

Table of Contents 

We separately present the assets and liabilities of our consolidated securitization VIEs as individual line items on our condensed 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 nonperformance 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 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 mortgage loans held-for-investment were made in order to maintain consistency across all our residential mortgage loans. The fair value elections for mortgage loans held-for-sale were made due to the expected short-term holding period of these instruments.

14

Table of Contents 

Fair Value Measurements

We measure our mortgage-backed securities, 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.

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 19 for further discussion regarding our fair value measurements.

Loans Held-for-Investment

Loans that are held for investment are carried at cost, net of unamortized acquisition premiums or discounts, loan fees, and origination costs as applicable, unless the loans are deemed impaired or we have elected to apply the fair value option at purchase.

Loan Impairment

We evaluate each loan classified as held-for-investment not under the fair value option for impairment at least quarterly. Impairment 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. If a loan is considered to be impaired, we record an allowance through the provision for loan losses to reduce the carrying value of the loan to the present value of expected future cash flows discounted at the loan’s contractual effective rate or the fair value of the collateral, if repayment is expected solely from the collateral.

There may be circumstances where we modify a loan by granting the borrower a concession that we might not otherwise consider when a borrower is experiencing financial difficulty or is expected to experience financial difficulty in the foreseeable future. Such concessionary modifications are classified as troubled debt restructurings (“TDRs”) unless the modification solely results in a delay in payment that is insignificant. Loans classified as TDRs are considered impaired loans for reporting and measurement purposes.

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.

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. As a lessee, our only significant long-term lease as of January 1, 2019 resulted in the

15

Table of Contents 

recognition of a $12.0 million lease liability and corresponding right-of-use asset, which are classified within “Accounts payable, accrued expenses and other liabilities” and “Other assets”, respectively, in our condensed consolidated balance sheet as of September 30, 2019.

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 restricted stock (“RSAs”) and restricted stock units (“RSUs”), (ii) shares contingently issuable to our Manager, (iii) the conversion options associated with our outstanding convertible senior notes (the “Convertible Notes”) (see Notes 10 and 17) and (iv) non-controlling interests that are redeemable with our common stock (see Note 16). 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 16). 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 three and nine months ended September 30, 2019 and 2018, the two-class method resulted in the most dilutive EPS calculation.

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. Actual results could differ from those estimates. The most significant and subjective estimate that we make is the projection of cash flows we expect to receive on our loans, investment securities and intangible assets, which has a significant impact on the amounts of interest income, credit losses (if any) and fair values that we record and/or disclose. In addition, the fair value of financial 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.

Recent Accounting Developments

On June 16, 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326) – Measurement of Credit Losses on Financial Instruments, which mandates use of an “expected loss” credit model for estimating future credit losses of certain financial instruments instead of the “incurred loss” credit model that current GAAP requires. The “expected loss” 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 in accordance with the current “incurred loss” methodology. This ASU is effective for annual reporting periods, and interim periods therein, beginning after December 15, 2019. Though we have not completed our assessment of this ASU, we expect this ASU to result in our recognition of higher levels of allowances for loan losses. Our assessment of the estimated amount of such increases remains in process.

On January 26, 2017, the FASB issued ASU 2017-04, Goodwill and Other (Topic 350) – Simplifying the Test for Goodwill Impairment, which simplifies the method applied for measuring impairment in cases where goodwill is impaired.  This ASU specifies that goodwill impairment will be 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.  This ASU is effective for annual periods, and interim periods therein, beginning after December 15, 2019 and is applied prospectively.  Early application is permitted.  We do not expect the application of this ASU to materially impact the Company.

On August 28, 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820) – Disclosure Framework, which adds new disclosure requirements and modifies or eliminates existing disclosure requirements of ASC 820. This ASU is effective for annual periods, and interim periods therein, beginning after December 15, 2019.

16

Table of Contents 

Early application is permitted. We do not expect the application of this ASU to materially impact the Company, as it only affects fair value disclosures.

On October 31, 2018, the FASB issued ASU 2018-17, Consolidation (Topic 810) – Targeted Improvements to Related Party Guidance for Variable Interest Entities, which requires reporting entities to consider indirect interests held through related parties under common control on a proportional basis rather than as the equivalent of a direct interest in its entirety for determining whether a decision-making fee is a variable interest. This ASU is effective for annual periods, and interim periods therein, beginning after December 15, 2019. Early application is permitted. We are in the process of assessing the impact this ASU will have on the Company, but do not expect it to be material.

3. Acquisitions and Divestitures

Investing and Servicing Segment Property Portfolio

During the three and nine months ended September 30, 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 18 remaining commercial real estate properties acquired from CMBS trusts prior to December 31, 2018 for an aggregate acquisition price of $278.2 million, comprise the Investing and Servicing Segment Property Portfolio (the “REIS Equity Portfolio”). 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 condensed consolidated statements of cash flows.

During the three and nine months ended September 30, 2019, we sold a property within the Investing and Servicing Segment for $51.5 million. In connection with this sale, we recognized a gain of $20.7 million within gain on sale of investments and other assets in our condensed consolidated statements of operations, of which $4.0 million was attributable to non-controlling interests. During the three and nine months ended September 30, 2018, we sold one and six properties, respectively, within the Investing and Servicing Segment for $8.7 million and $48.7 million, respectively, recognizing a total gain on sale of $1.4 million and $18.2 million, respectively, within gain on sale of investments and other assets in our condensed consolidated statements of operations. One of these properties was acquired by a third party which already held a $0.3 million non-controlling interest in the property. During the nine months ended September 30, 2018, $3.7 million of the gain on sale was attributable to non-controlling interests. None of the gain on sale was attributable to non-controlling interests during the three months ended September 30, 2018.

17

Table of Contents 

4. 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 by subordination class as of September 30, 2019 and December 31, 2018 (dollars in thousands):

  

   

   

    

Weighted

Weighted

Average Life

Carrying

Face

Average

(“WAL”)

September 30, 2019

Value

Amount

Coupon (1)

(years)(2)

First mortgages (3)

$

6,532,017

$

6,557,131

 

6.2

%  

2.0

First priority infrastructure loans

1,281,815

1,292,807

 

5.5

%  

4.6

Subordinated mortgages (4)

 

53,008

54,143

 

8.6

%  

3.0

Mezzanine loans (3)

 

545,494

546,434

 

11.2

%  

1.8

Residential loans, fair value option (5)

479,169

465,344

 

6.1

%  

3.6

Other

60,995

64,731

8.2

%  

1.8

Total loans held-for-investment

 

8,952,498

8,980,590

Loans held-for-sale, fair value option, residential (5)

701,610

677,548

6.4

%  

3.5

Loans held-for-sale, commercial ($468,583 under fair value option)

576,577

566,891

4.1

%  

8.3

Loans held-for-sale, infrastructure

164,122

168,445

3.4

%  

1.8

Total gross loans

 

10,394,807

 

10,393,474

Loan loss allowance

 

(33,035)

 

Total net loans

$

10,361,772

$

10,393,474

December 31, 2018

First mortgages (3)

$

6,607,117

$

6,631,236

 

6.9

%  

2.0

First priority infrastructure loans

1,456,779

 

1,465,828

5.7

%  

4.5

Subordinated mortgages (4)

 

52,778

 

53,996

 

8.9

%  

3.7

Mezzanine loans (3)

 

393,832

 

394,739

 

10.6

%  

2.0

Other

61,001

64,658

8.2

%  

2.5

Total loans held-for-investment

 

8,571,507

 

8,610,457

Loans held-for-sale, fair value option, residential

623,660

609,571

6.3

%  

6.6

Loans held-for-sale, commercial ($47,622 under fair value option)

 

94,117

94,916

 

5.4

%  

6.2

Loans held-for-sale, infrastructure

469,775

486,909

3.5

%  

0.3

Loans transferred as secured borrowings

 

74,346

 

74,692

 

7.1

%  

1.3

Total gross loans

 

9,833,405

 

9,876,545

Loan loss allowance

 

(39,151)

 

Total net loans

$

9,794,254

$

9,876,545

(1) Calculated using LIBOR or other applicable index rates as of September 30, 2019 and December 31, 2018 for variable rate loans

(2) 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.

(3) 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 $809.5 million and $1.0 billion being classified as first mortgages as of September 30, 2019 and December 31, 2018, respectively.

(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.

18

Table of Contents 

(5) During the three and nine months ended September 30, 2019, $340.9 million of residential loans held-for-sale were reclassified into residential loans held-for-investment.

During the three and nine months ended September 30, 2018, the Company received distributions totaling $2.8 million and $15.1 million, respectively, from a profit participation in a mortgage loan that was repaid in 2016. The loan was secured by a retail and hospitality property located in the Times Square area of New York City. The profit participation is accounted for as a loan in accordance with the acquisition, development and construction accounting guidance within ASC 310-10, which resulted in distributions in excess of basis being recognized within interest income in our consolidated statements of operations. There were no distributions from profit participations received during the three and nine months ended September 30, 2019.

As of September 30, 2019, our variable rate loans held-for-investment were as follows (dollars in thousands):

Carrying

Weighted-average

September 30, 2019

Value

Spread Above Index

Commercial loans

$

6,716,670

4.4

%  

First priority infrastructure loans

1,281,815

3.4

%  

Total variable rate loans held-for-investment

$

7,998,485

4.3

%  

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 impairment 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.

Our evaluation process, as described above, produces an internal risk rating between 1 and 5, which is a weighted average of the numerical ratings in the following categories: (i) sponsor capability and financial condition, (ii) loan and collateral performance relative to underwriting, (iii) quality and stability of collateral cash flows and (iv) loan structure. We utilize the overall risk ratings as a concise means to monitor any credit migration on a loan as well as on the whole portfolio. While the overall risk rating is generally not the sole factor we use in determining whether a loan is impaired, a loan with a higher overall risk rating would tend to have more adverse indicators of impairment and therefore would be more likely to experience a credit loss.

19

Table of Contents 

The rating categories for commercial real estate loans generally include the characteristics described below, but these are utilized as guidelines and therefore not every loan will have all of the characteristics described in each category:

Rating

Characteristics

1

    

Sponsor capability and financial condition—Sponsor is highly rated or investment grade or, if private, the equivalent thereof with significant management experience.

Loan collateral and performance relative to underwriting—The collateral has surpassed underwritten expectations.

Quality and stability of collateral cash flows—Occupancy is stabilized, the property has had a history of consistently high occupancy, and the property has a diverse and high quality tenant mix.

Loan structure—Loan to collateral value ratio (“LTV”) does not exceed 65%. The loan has structural features that enhance the credit profile.

2

Sponsor capability and financial condition—Strong sponsorship with experienced management team and a responsibly leveraged portfolio.

Loan collateral and performance relative to underwriting—Collateral performance equals or exceeds underwritten expectations and covenants and performance criteria are being met or exceeded.

Quality and stability of collateral cash flows—Occupancy is stabilized with a diverse tenant mix.

Loan structure—LTV does not exceed 70% and unique property risks are mitigated by structural features.

3

Sponsor capability and financial condition—Sponsor has historically met its credit obligations, routinely pays off loans at maturity, and has a capable management team.

Loan collateral and performance relative to underwriting—Property performance is consistent with underwritten expectations.

Quality and stability of collateral cash flows—Occupancy is stabilized, near stabilized, or is on track with underwriting.

Loan structure—LTV does not exceed 80%.

4

Sponsor capability and financial condition—Sponsor credit history includes missed payments, past due payment, and maturity extensions. Management team is capable but thin.

Loan collateral and performance relative to underwriting—Property performance lags behind underwritten expectations. Performance criteria and loan covenants have required occasional waivers. A sale of the property may be necessary in order for the borrower to pay off the loan at maturity.

Quality and stability of collateral cash flows—Occupancy is not stabilized and the property has a large amount of rollover.

Loan structure—LTV is 80% to 90%.

5

Sponsor capability and financial condition—Credit history includes defaults, deeds-in-lieu, foreclosures, and/or bankruptcies.

Loan collateral and performance relative to underwriting—Property performance is significantly worse than underwritten expectations. The loan is not in compliance with loan covenants and performance criteria and may be in default. Sale proceeds would not be sufficient to pay off the loan at maturity.

Quality and stability of collateral cash flows—The property has material vacancy and significant rollover of remaining tenants.

Loan structure—LTV exceeds 90%.

20

Table of Contents 

The risk ratings for loans subject to our rating system, which excludes loans held-for-sale, by class of loan were as follows as of September 30, 2019 and December 31, 2018 (dollars in thousands):

Balance Sheet Classification

Loans Held-For-Investment

Loans

  

    

First Priority

    

    

  

    

Transferred

  

 

% of

Risk Rating

First

Infrastructure

Subordinated

Mezzanine

As Secured

Total

Category

Mortgages

Loans

Mortgages

Loans

Other

Borrowings

Total

Loans

September 30, 2019

1

$

598

$

$

$

$

23,013

$

$

23,611

0.2

%

2

 

3,640,565

 

 

37,999

 

207,997

 

 

 

3,886,561

37.4

%

3

 

2,695,552

 

 

3,032

337,497

 

31,141

 

 

3,067,222

29.5

%

4

 

 

 

 

 

 

 

%

5

 

59,866

 

 

 

 

 

 

59,866

0.6

%

N/A

 

135,436

(1)

 

1,281,815

(2)

 

11,977

(1)

 

 

6,841

(1)

 

 

1,436,069

13.8

%

$

6,532,017

$

1,281,815

$

53,008

$

545,494

$

60,995

$

8,473,329

Residential loans held-for-investment, fair value option

479,169

4.6

%

Loans held-for-sale

 

1,442,309

13.9

%

Total gross loans

$

10,394,807

100.0

%

December 31, 2018

1

$

6,538

$

$

$

$

23,767

$

$

30,305

0.3

%

2

 

3,356,342

 

7,392

111,466

74,346

 

3,549,546

36.1

%

3

 

2,987,296

 

33,410

282,366

31,039

 

3,334,111

33.9

%

4

 

63,094

 

 

63,094

0.6

%

5

 

 

 

%

N/A

 

193,847

(1)

1,456,779

(2)

11,976

(1)

6,195

(1)

 

1,668,797

17.0

%

$

6,607,117

$

1,456,779

$

52,778

$

393,832

$

61,001

$

74,346

8,645,853

Loans held-for-sale

1,187,552

12.1

%

Total gross loans

$

9,833,405

100.0

%

(1) Principally represents loans individually evaluated for impairment in accordance with ASC 310-10.
(2) First priority infrastructure loans were not risk rated as the Company is in the process of developing a risk rating policy for these loans.

After completing our impairment evaluation process as of September 30, 2019, we concluded that no additional impairment charges or releases thereof were required. During the nine months ended September 30, 2019, we charged-off an allowance for impaired loans of $8.3 million relating to a first mortgage loan on a grocery distribution facility located in Montgomery, Alabama that we foreclosed on in March 2019 and obtained physical possession of the underlying collateral property. As of the foreclosure date, our carrying value of the loan totaled $9.0 million ($20.9 million unpaid principal balance net of an $8.3 million allowance for impaired loan and $3.6 million of unamortized discount). In April 2019, we foreclosed on a first mortgage loan on a grocery distribution facility located in Orlando, Florida and obtained physical possession of the underlying collateral property. As of the foreclosure date, the appraised value of the property exceeded the $18.5 million carrying value of the loan ($21.9 million unpaid principal and interest balance net of a $3.4 million unamortized discount, and no reserve for impaired loan).

As of September 30, 2019, we had allowances for impaired loans of $29.9 million. Of this amount, $21.6 million relates to a residential conversion project located in New York City, for which our recorded investment was as follows as of September 30, 2019: (i) $135.4 million first mortgage and contiguous mezzanine loans ($107.2 million unpaid principal balance, which does not reflect $38.4 million of accrued interest and $21.6 million allowance for impaired loan) and (ii) $6.8 million unsecured promissory note ($7.7 million unpaid principal balance and no reserve for impaired loan).

21

Table of Contents 

Also included in the allowance for impaired loans is $8.3 million related to two subordinated mortgages on department stores located in the Greater Chicago area. Our recorded investment in these loans totaled $12.2 million ($12.0 million unpaid principal balance and $8.3 million allowance for impaired loans) as of September 30, 2019.

We apply the cost recovery method of interest income recognition for these impaired loans. The average recorded investment in the impaired loans for the three and nine months ended September 30, 2019 was $156.5 million and $178.1 million, respectively.

As of September 30, 2019, we held TDRs with unfunded commitments of $4.3 million. There were no TDRs for which interest income was recognized during the three and nine months ended September 30, 2019.

As of September 30, 2019, the department store loans discussed above were 90 days or greater past due, as were $5.2 million of residential loans and a $36.2 million infrastructure loan with a carrying value of $29.2 million, net of a $7.0 million non-accretable difference. In accordance with our interest income recognition policy, these loans were placed on non-accrual status.

In accordance with our policies, we record an allowance for loan losses equal to (i) 1.5% of the aggregate carrying amount of loans rated as a “4,” plus (ii) 5% of the aggregate carrying amount of loans rated as a “5,” plus (iii) allowance for infrastructure loans held-for-sale where amortized cost is in excess of fair value, plus (iv) impaired loan reserves, if any. The following table presents the activity in our allowance for loan losses (amounts in thousands):

For the Nine Months Ended

September 30,

2019

    

2018

Allowance for loan losses at January 1

$

39,151

$

4,330

Provision for (reversal of) loan losses

 

3,242

 

(2,127)

Provision for impaired loans

29,853

Charge-offs

 

(9,358)

 

Recoveries

 

 

Allowance for loan losses at September 30

$

33,035

$

32,056

Recorded investment in loans related to the allowance for loan loss

$

254,070

$

287,242

The activity in our loan portfolio was as follows (amounts in thousands):

For the Nine Months Ended

September 30,

2019

    

2018

Balance at January 1

$

9,794,254

$

7,382,641

Acquisitions/originations/additional funding

 

5,607,829

 

5,006,725

Acquisition of Infrastructure Lending Portfolio

1,826,423

Capitalized interest (1)

 

79,869

 

44,293

Basis of loans sold (2)

 

(2,713,237)

 

(1,985,388)

Loan maturities/principal repayments

 

(2,429,078)

 

(2,383,658)

Discount accretion/premium amortization

 

24,193

 

28,954

Changes in fair value

 

65,678

 

26,573

Unrealized foreign currency translation loss

 

(37,191)

 

(17,095)

Loan loss provision, net

 

(3,242)

 

(27,726)

Loan foreclosure

(27,303)

Transfer to/from other asset classifications

50

Balance at September 30

$

10,361,772

$

9,901,792

(1)     Represents accrued interest income on loans whose terms do not require current payment of interest.

(2)     See Note 11 for additional disclosure on these transactions.

22

Table of Contents 

5. Investment Securities

Investment securities were comprised of the following as of September 30, 2019 and December 31, 2018 (amounts in thousands):

Carrying Value as of

September 30, 2019

    

December 31, 2018

RMBS, available-for-sale

$

195,297

$

209,079

RMBS, fair value option (1)

111,122

87,879

CMBS, fair value option (1)

 

1,127,637

 

1,157,508

Held-to-maturity (“HTM”) debt securities, amortized cost

 

556,255

 

644,149

Equity security, fair value

 

11,286

 

11,893

SubtotalInvestment securities

 

2,001,597

 

2,110,508

VIE eliminations (1)

 

(1,192,460)

(1,204,040)

Total investment securities

$

809,137

$

906,468

(1) Certain fair value option CMBS and RMBS are eliminated in consolidation against VIE liabilities pursuant to ASC 810.

Purchases, sales and principal collections for all investment securities were as follows (amounts in thousands):

RMBS,

RMBS, fair

CMBS, fair

HTM

Equity

Securitization

    

available-for-sale

  

value option

  

value option

  

Securities

  

Security

  

VIEs (1)

  

Total

Three Months Ended September 30, 2019

Purchases

$

$

52,845

$

10,214

$

$

$

(57,894)

$

5,165

Sales

 

 

 

49,725

 

 

 

(49,725)

 

Principal collections

 

7,445

 

4,680

 

15,859

 

35,069

 

 

(17,196)

 

45,857

Three Months Ended September 30, 2018

Purchases

$

$

45,095

$

26,258

$

289,100

$

$

(68,579)

$

291,874

Acquisition of Infrastructure Lending Portfolio

65,060

65,060

Sales

 

2,046

 

 

22,065

 

 

 

(18,902)

 

5,209

Principal collections

 

9,246

 

119

 

22,031

 

20,577

 

 

(17,903)

 

34,070

RMBS,

RMBS, fair

CMBS, fair

HTM

Equity

Securitization

    

available-for-sale

  

value option

  

value option

  

Securities

  

Security

  

VIEs (1)

  

Total

Nine Months Ended September 30, 2019

Purchases

$

$

79,117

$

62,427

$

$

$

(136,379)

$

5,165

Sales

 

 

41,501

 

112,426

 

 

 

(149,949)

 

3,978

Principal collections

 

20,222

 

9,772

 

37,768

 

89,737

 

 

(38,607)

 

118,892

Nine Months Ended September 30, 2018

Purchases

$

$

45,095

$

118,166

$

289,100

$

$

(140,022)

$

312,339

Acquisition of Infrastructure Lending Portfolio

65,060

65,060

Sales

 

2,853

 

 

30,012

 

 

 

(26,849)

 

6,016

Principal collections

 

27,432

 

119

 

82,812

 

323,061

 

 

(77,667)

 

355,757

(1) Represents RMBS and CMBS, fair value option amounts eliminated due to our consolidation of securitization VIEs. These amounts are reflected as repayment of debt of consolidated VIEs in our condensed consolidated statements of cash flows.

23

Table of Contents 

RMBS, Available-for-Sale

The Company classified all of its RMBS not eliminated in consolidation as available-for-sale as of September 30, 2019 and December 31, 2018. 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 September 30, 2019 and December 31, 2018 (amounts in thousands):

Unrealized Gains or (Losses)

Recognized in AOCI

   

Purchase

   

   

Recorded

   

   

Gross

   

Gross

 

Net

   

Amortized

Credit

Amortized

Non-Credit

Unrealized

Unrealized

Fair Value

Cost

OTTI

Cost

     OTTI     

Gains

Losses

Adjustment

Fair Value

September 30, 2019

RMBS

$

152,632

$

(9,805)

$

142,827

$

(333)

$

52,803

$

$

52,470

$

195,297

December 31, 2018

RMBS

$

165,461

$

(9,897)

$

155,564

$

(31)

$

53,546

$

$

53,515

$

209,079

    

Weighted Average Coupon (1)

    

Weighted Average
Rating

    

WAL 
(Years) (2)

September 30, 2019

RMBS

   

3.3

%  

BB-

   

5.8

December 31, 2018

RMBS

 

3.7

%

CCC-

6.0

(1) Calculated using the September 30, 2019 and December 31, 2018 one-month LIBOR rate of 2.016% and 2.503%, respectively, for floating rate securities.

(2) Represents the remaining WAL of each respective group of securities as of the respective balance sheet date. The WAL of each individual security is calculated using projected amounts and projected timing of future principal payments.

As of September 30, 2019, approximately $165.9 million, or 84.9%, of RMBS were variable rate and paid interest at LIBOR plus a weighted average spread of 1.24%. As of December 31, 2018, approximately $177.4 million, or 84.9%, of RMBS were variable rate and paid interest at LIBOR plus a weighted average spread of 1.22%. We purchased all of the RMBS at a discount, a portion of which will be 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.

The following table contains a reconciliation of aggregate principal balance to amortized cost for our RMBS as of September 30, 2019 and December 31, 2018 (amounts in thousands):

September 30, 2019

    

December 31, 2018

Principal balance

$

286,717

$

309,497

Accretable yield

 

(56,148)

 

(54,779)

Non-accretable difference

 

(87,742)

 

(99,154)

Total discount

 

(143,890)

 

(153,933)

Amortized cost

$

142,827

$

155,564

The principal balance of credit deteriorated RMBS was $270.9 million and $290.8 million as of September 30, 2019 and December 31, 2018, respectively. Accretable yield related to these securities totaled $50.0 million and $49.5 million as of September 30, 2019 and December 31, 2018, respectively.

24

Table of Contents 

The following table discloses the changes to accretable yield and non-accretable difference for our RMBS during the three and nine months ended September 30, 2019 (amounts in thousands):

    

    

Non-Accretable

Three Months Ended September 30, 2019

Accretable Yield

Difference

Balance as of July 1, 2019

$

54,821

$

92,570

Accretion of discount

 

(2,446)

 

Principal write-downs, net

 

 

(1,055)

Transfer to/from non-accretable difference

 

3,773

 

(3,773)

Balance as of September 30, 2019

$

56,148

$

87,742

Nine Months Ended September 30, 2019

Balance as of January 1, 2019

$

54,779

$

99,154

Accretion of discount

 

(7,484)

 

Principal write-downs, net

 

 

(2,559)

Transfer to/from non-accretable difference

 

8,853

 

(8,853)

Balance as of September 30, 2019

$

56,148

$

87,742

We have engaged a third party manager who specializes in RMBS to execute the trading of RMBS, the cost of which was $0.3 million for both the three months ended September 30, 2019 and 2018, and $1.1 million and $1.3 million for the nine months ended September 30, 2019 and 2018, respectively, recorded as management fees in the accompanying condensed 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 September 30, 2019 and December 31, 2018, and for which other-than-temporary impairments (“OTTI”) (full or partial) have not been recognized in earnings (amounts in thousands):

Estimated Fair Value

Unrealized Losses

 

   

Securities with a

    

Securities with a

   

Securities with a

   

Securities with a

 

loss less than

loss greater than

loss less than

loss greater than

 

12 months

12 months

12 months

12 months

 

As of September 30, 2019

RMBS

$

1,520

$

$

(333)

$

As of December 31, 2018

RMBS

$

2,148

$

$

(31)

$

As of both September 30, 2019 and December 31, 2018, there was one security with unrealized losses reflected in the table above. After evaluating the security and recording adjustments for credit-related OTTI, we concluded that the remaining unrealized losses reflected above were noncredit-related and would be recovered from the security’s estimated future cash flows. We considered a number of factors in reaching this conclusion, including that we did not intend to sell the security, it was not considered more likely than not that we would be forced to sell the security 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. Credit losses, which represent most of the OTTI we record on securities, 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 amortized cost basis. Significant judgment is used in projecting cash flows for our non-agency RMBS. As a result, actual income and/or impairments could be materially different from what is currently projected and/or reported.

25

Table of Contents 

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 September 30, 2019, 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 $1.1 billion and $2.8 billion, respectively. As of September 30, 2019, 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 $111.1 million and $61.7 million, respectively. The $1.2 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 $46.3 million at September 30, 2019) is eliminated against VIE liabilities before arriving at our GAAP balance for fair value option investment securities.

As of September 30, 2019, $118.4 million of our CMBS were variable rate and none of our RMBS were variable rate.

HTM Debt Securities, Amortized Cost

The table below summarizes unrealized gains and losses of our investments in HTM debt securities as of September 30, 2019 and December 31, 2018 (amounts in thousands):

Net Carrying Amount

Gross Unrealized

Gross Unrealized

 

(Amortized Cost)

Holding Gains

Holding Losses

Fair Value

 

September 30, 2019

    

    

    

    

 

CMBS

$

360,640

$

1,008

$

(2,968)

$

358,680

Preferred interests

141,567

1,254

142,821

Infrastructure bonds

54,048

122

(1,369)

52,801

Total

$

556,255

$

2,384

$

(4,337)

$

554,302

December 31, 2018

CMBS

$

408,556

$

2,435

$

(3,349)

$

407,642

Preferred interests

174,825

703

175,528

Infrastructure bonds

60,768

178

(168)

60,778

Total

$

644,149

$

3,316

$

(3,517)

$

643,948

The table below summarizes the maturities of our HTM debt securities by type as of September 30, 2019 (amounts in thousands):

Preferred

Infrastructure

CMBS

Interests

Bonds

Total

Less than one year

    

$

334,249

$

$

$

334,249

One to three years

26,391

9,013

35,404

Three to five years

141,567

141,567

Thereafter

 

45,035

45,035

Total

$

360,640

$

141,567

$

54,048

$

556,255

As of September 30, 2019 and December 31, 2018, $20.7 million and $21.2 million, respectively, of our infrastructure bonds with an aggregate principal balance of $33.7 million and $34.2 million, respectively, were originally acquired with deteriorated credit quality and had no accretable yield and an aggregate non-accretable difference of $13.0 million.

Equity Security, Fair Value Option

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 $11.3 million and $11.9 million as of September 30, 2019 and December 31, 2018, respectively. As of September 30, 2019, our shares represent an approximate 2% interest in SEREF.

26

Table of Contents 

6. Properties

Our properties are held within the following portfolios:

Ireland Portfolio

The Ireland Portfolio is comprised of 11 net leased fully occupied office properties and one multifamily property all located in Dublin, Ireland, which we acquired during the year ended December 31, 2015. The Ireland Portfolio, which collectively is comprised of approximately 600,000 square feet, includes total gross properties and lease intangibles of $498.1 million and debt of $343.3 million as of September 30, 2019.

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 total gross properties and lease intangibles of $627.9 million and federal, state and county sponsored financing and other debt of $405.8 million as of September 30, 2019.

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. During the year ended December 31, 2017, we acquired eight of the 27 affordable housing communities of the Woodstar II Portfolio with the final 19 communities acquired during the year ended December 31, 2018. The Woodstar II Portfolio includes total gross properties and lease intangibles of $600.7 million and debt of $437.6 million as of September 30, 2019.

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 $759.5 million and debt of $489.4 million as of September 30, 2019.

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 $192.3 million as of September 30, 2019.

Investing and Servicing Segment Property Portfolio

The REIS Equity Portfolio is comprised of 19 commercial real estate properties and one equity interest in an unconsolidated commercial real estate property. The REIS Equity Portfolio includes total gross properties and lease intangibles of $337.5 million and debt of $225.4 million as of September 30, 2019. Refer to Note 3 for further discussion of the REIS Equity Portfolio.

27

Table of Contents 

The table below summarizes our properties held as of September 30, 2019 and December 31, 2018 (dollars in thousands):

    

Depreciable Life

    

September 30, 2019

    

December 31, 2018

Property Segment

Land and land improvements

0 – 15 years

$

640,831

$

648,972

Buildings and building improvements

5 – 45 years

1,969,326

1,980,283

Furniture & fixtures

3 – 7 years

51,148

46,048

Investing and Servicing Segment

Land and land improvements

0 – 15 years

69,640

82,332

Buildings and building improvements

3 – 40 years

221,796

213,010

Furniture & fixtures

2 – 5 years

2,752

2,158

Commercial and Residential Lending Segment (1)

Land and land improvements

0 – 7 years

11,386

Buildings

20 – 23 years

16,067

Properties, cost

2,982,946

2,972,803

Less: accumulated depreciation

(253,408)

(187,913)

Properties, net

$

2,729,538

$

2,784,890

(1) Represents properties acquired through loan foreclosure. Refer to Note 4 for further discussion.

During the three and nine months ended September 30, 2019, we sold one operating property for $51.5 million. In connection with this sale, we recognized a gain of $20.7 million within gain on sale of investments and other assets in our condensed consolidated statements of operations, of which $4.0 million was attributable to non-controlling interests. During the three and nine months ended September 30, 2018, we sold one and nine operating properties for $8.7 million and $104.3 million, respectively, recognizing a gain on sale of $1.4 million and $25.1 million, respectively, within gain on sale of investments and other assets in our condensed consolidated statements of operations. One of these properties was acquired by a third party which already held a $0.3 million non-controlling interest in the property. During the nine months ended September 30, 2018, $3.7 million of the gain on sale was attributable to non-controlling interests. None of the gain on sale was attributable to non-controlling interests during the three months ended September 30, 2018.

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):

2019 (remainder of)

    

$

67,051

2020

 

170,056

2021

 

117,115

2022

 

110,199

2023

94,699

Thereafter

 

818,876

Total

$

1,377,996

28

Table of Contents 

7. Investment in Unconsolidated Entities

The table below summarizes our investments in unconsolidated entities as of September 30, 2019 and December 31, 2018 (dollars in thousands):

Participation /

Carrying value as of

    

Ownership % (1)

    

September 30, 2019

    

December 31, 2018

Equity method:

Retail Fund

33%

$

71,824

$

114,362

Investor entity which owns equity in an online real estate company

50%

9,441

9,372

Equity interests in commercial real estate

50%

2,165

6,294

Equity interest in and advances to a residential mortgage originator (2)

 

N/A

 

9,404

 

9,082

Various

 

25% - 50%

 

8,277

 

6,984

 

101,111

 

146,094

Other:

Equity interest in a servicing and advisory business (3)

4%

 

6,207

Investment funds which own equity in a loan servicer and other real estate assets

 

4% - 6%

 

9,225

 

9,225

Various

 

0% - 3%

 

15,779

 

10,239

 

25,004

 

25,671

$

126,115

$

171,765

(1) None of these investments are publicly traded and therefore quoted market prices are not available.

(2) Includes a $2.0 million subordinated loan the Company funded in June 2018.

(3) During the nine months ended September 30, 2019, we received a capital distribution of $8.4 million and our equity interest was reduced to 4%.

We own a 33% equity interest in a fund that owns four regional shopping malls (the “Retail Fund”), an investment company that measures its assets at fair value on a recurring basis. We report our interest in the Retail Fund on a three-month lag basis at its liquidation value. During the period included in our nine months ended September 30, 2019, the Retail Fund reported unrealized decreases in the fair value of its real estate properties, which resulted in a $46.0 million decrease to our investment. This amount was recognized within earnings (loss) from unconsolidated entities in our condensed consolidated statement of operations during the nine months ended September 30, 2019. Refer to Note 23 for further discussion.

As of September 30, 2019, 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 September 30, 2019.

During the three and nine months ended September 30, 2019, we did not become aware of any observable price changes in our other investments accounted for under the fair value practicability exception (whereby we measure those investments at cost, less impairment, plus or minus observable price changes) or any indicators of impairment.

29

Table of Contents 

8. Goodwill and Intangibles

Goodwill

Infrastructure Lending Segment

The Infrastructure Lending Segment’s goodwill of $119.4 million at both September 30, 2019 and December 31, 2018 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.

LNR Property LLC (“LNR”)

The Investing and Servicing Segment’s goodwill of $140.4 million at both September 30, 2019 and December 31, 2018 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.

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. At September 30, 2019 and December 31, 2018, the balance of the domestic servicing intangible was net of $24.8 million and $24.1 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 September 30, 2019 and December 31, 2018, the domestic servicing intangible had a balance of $43.0 million and $44.6 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 September 30, 2019 and December 31, 2018 (amounts in thousands):

As of September 30, 2019

As of December 31, 2018

  

Gross Carrying

Accumulated

   

Net Carrying

  

Gross Carrying

   

Accumulated

   

Net Carrying

Value

Amortization

Value

Value

Amortization

Value

Domestic servicing rights, at fair value

$

18,249

$

$

18,249

$

20,557

$

$

20,557

In-place lease intangible assets

 

186,660

 

(109,145)

 

77,515

 

198,220

 

(100,873)

 

97,347

Favorable lease intangible assets

35,917

(11,734)

24,183

36,895

(9,766)

27,129

Total net intangible assets

$

240,826

$

(120,879)

$

119,947

$

255,672

$

(110,639)

$

145,033

30

Table of Contents 

The following table summarizes the activity within intangible assets for the nine months ended September 30, 2019 (amounts in thousands):

Domestic

In-place Lease

Favorable Lease

Servicing

Intangible

Intangible

  

Rights

  

Assets

  

Assets

  

Total

Balance as of January 1, 2019

$

20,557

$

97,347

$

27,129

$

145,033

Acquisition of additional REIS Equity Portfolio property

277

277

Amortization

(15,284)

(2,519)

(17,803)

Sales

(2,612)

(2,612)

Foreign exchange loss

(1,160)

(321)

(1,481)

Impairment (1)

(1,053)

(106)

(1,159)

Changes in fair value due to changes in inputs and assumptions

(2,308)

(2,308)

Balance as of September 30, 2019

$

18,249

$

77,515

$

24,183

$

119,947

(1) Impairment of intangible lease assets is recognized within other expense in our condensed consolidated statements of operations.

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):

2019 (remainder of)

    

$

4,935

2020

 

16,502

2021

 

14,197

2022

 

11,727

2023

 

8,556

Thereafter

 

45,781

Total

$

101,698

31

Table of Contents 

9. Secured Borrowings

Secured Financing Agreements

The following table is a summary of our secured financing agreements in place as of September 30, 2019 and December 31, 2018 (dollars in thousands):

Outstanding Balance at

Current

Extended

Weighted Average

Pledged Asset

Maximum

September 30,

December 31,

Maturity

   

Maturity (a)

   

Pricing

  

Carrying Value

  

Facility Size

   

2019

  

2018

Repurchase Agreements:

Commercial Loans

Aug 2020 to Jan 2024

(b)

Aug 2021 to Apr 2028

(b)

(c)

$

4,458,046

$

7,879,032

(d)

$

2,945,331

$

3,598,311

Residential Loans

Feb 2021

N/A

LIBOR + 2.10%

16,332

400,000

13,190

Infrastructure Loans

Feb 2020 to Jul 2022

Feb 2021 to Jul 2027

LIBOR + 1.75%

316,759

1,000,000

263,664

Conduit Loans

Feb 2020 to Jun 2022

Feb 2021 to Jun 2023

LIBOR + 2.22%

358,405

363,225

234,025

35,034

CMBS/RMBS

Jun 2020 to Dec 2028

(e)

Sep 2020 to Oct 2029

(e)

(f)

1,069,948

778,025

676,648

656,405

Total Repurchase Agreements

6,219,490

10,420,282

4,132,858

4,289,750

Other Secured Financing:

Borrowing Base Facility

Apr 2022

Apr 2024

LIBOR + 2.25%

49,754

650,000

(g)

37,313

Infrastructure Acquisition Facility

Sep 2021

Sep 2022

(h)

1,062,553

1,086,201

883,173

1,551,148

Property Mortgages - Fixed rate

Nov 2024 to Aug 2052

(i)

N/A

3.41%

1,921,951

1,453,116

1,452,970

1,475,382

Property Mortgages - Variable rate

May 2020 to Apr 2025

N/A

LIBOR + 2.44%

831,275

694,351

643,261

645,344

Term Loan and Revolver

(j)

N/A

(j)

N/A

(j)

500,000

400,000

300,000

FHLB

Feb 2021

N/A

(k)

1,164,449

2,000,000

780,754

500,000

Total Other Secured Financing

5,029,982

6,383,668

4,197,471

4,471,874

$

11,249,472

$

16,803,950

8,330,329

8,761,624

Unamortized net discount

(2,920)

(963)

Unamortized deferred financing costs

(79,321)

(77,096)

$

8,248,088

$

8,683,565

(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 $593.8 million as of September 30, 2019 are indexed to GBP LIBOR and EURIBOR. The remainder have a weighted average rate of LIBOR + 1.93%.
(d) The aggregate initial maximum facility size of $6.8 billion may be increased at our option, subject to certain conditions. This amount includes such upsizes.
(e) Certain facilities with an outstanding balance of $393.8 million as of September 30, 2019 carry a rolling 11-month or 12-month term which may reset monthly with the lender's consent. These facilities carry no maximum facility size.
(f) A facility with an outstanding balance of $78.6 million as of September 30, 2019 has a fixed annual interest rate of 4.09%. All other facilities are variable rate with a weighted average rate of LIBOR + 1.55%.
(g) The initial maximum facility size of $300.0 million may be increased to $650.0 million, subject to certain conditions.
(h) Consists of an annual interest rate of the applicable currency benchmark index + 1.50%. The spread increases 25 bps in each of the second and third years of the facility which was entered into in September 2018.
(i) The weighted average maturity is 9.3 years as of September 30, 2019.
(j) Consists of: (i) a $400.0 million term loan facility that matures in July 2026 with an annual interest rate of LIBOR + 2.50%; and (ii) a $100.0 million revolving credit facility that matures in July 2024 with an annual interest rate of LIBOR + 3.00%. These facilities are secured by the equity interests in certain of our subsidiaries which totaled $3.5 billion as of September 30, 2019.
(k) FHLB financing with an outstanding balance of $312.0 million as of September 30, 2019 has a weighted average fixed annual interest rate of 2.08%. The remainder is variable rate with a weighted average rate of LIBOR + 0.28%.

In the normal course of business, the Company is in discussions with its lenders to extend or amend any financing facilities which contain near term expirations.

32

Table of Contents 

In February 2019, we entered into a $500.0 million Infrastructure Loans repurchase facility. The facility carries a one-year initial term with a one-year extension option and an annual interest rate of LIBOR + 1.75%.

In February 2019, we amended a Residential Loans repurchase facility to increase available borrowings by $200.0 million and extend the current maturity from June 2019 to February 2021.

In March 2019, we amended the FHLB facility to increase available borrowings from $500.0 million to $2.0 billion, subject to scheduled reductions to available capacity from September 2020 through maturity in February 2021.

In April 2019, we amended the Borrowing Base Facility to extend the current maturity from February 2021 to April 2022 with two one-year extension options.

In July 2019, we entered into the following credit agreements: (i) a $400.0 million term loan facility that carries a seven-year term and an annual interest rate of LIBOR + 2.50%; and (ii) a $100.0 million revolving credit facility that carries a five-year term and an annual interest rate of LIBOR + 3.00%. A portion of the net proceeds from the term loan was used to repay the amount outstanding under our previous term loan. We recognized a loss on extinguishment of debt of $1.5 million in our condensed consolidated statements of operations in connection with the repayment of our previous term loan.

In July 2019, we entered into a $500.0 million Infrastructure Loans repurchase facility to finance loans within the Infrastructure Lending Segment. The facility carries a three-year revolving period with two one-year extension options, one of which is at our discretion. The facility also carries a term-match to the respective collateral for an additional five-year term after the last day of the revolving period, with such term-match not to exceed the eight-year life of the facility. The facility has an annual interest rate of 2.00% over the applicable currency benchmark index rate, plus fees associated with the facility as well as each advance.

During the three and nine months ended September 30, 2019, we entered into and amended several Commercial Loans repurchase facilities resulting in an aggregate upsize of $550.0 million and $1.6 billion, respectively, with weighted average spreads over the applicable index rates of index + 2.33% and index + 2.21%, respectively.

Our secured financing agreements contain certain financial tests and covenants. As of September 30, 2019, 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 77% of these agreements, do not permit valuation adjustments based on capital markets activity. Instead, margin calls on these facilities are limited to collateral-specific credit marks. 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 repurchase agreements containing margin call provisions for general capital markets activity, approximately 23% 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 three and nine months ended September 30, 2019, approximately $8.1 million and $24.9 million, respectively, of amortization of deferred financing costs from secured financing agreements was included in interest expense on our condensed consolidated statements of operations. For the three and nine months ended September 30, 2018, approximately $6.6 million and $17.5 million, respectively, of amortization of deferred financing costs from secured financing agreements was included in interest expense on our condensed consolidated statements of operations.

33

Table of Contents 

Collateralized Loan Obligations

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 principal amount of notes, of which $936.4 million 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. For the three months ended September 30, 2019, we utilized the reinvestment feature, contributing $1.8 million of additional interests into the CLO.

The following table is a summary of our CLO as of September 30, 2019 (amounts in thousands):

Face

Carrying

Weighted

Count

Amount

Value

Average Spread

Maturity

Collateral assets

21

$

1,098,817

$

1,098,817

LIBOR + 3.23%

(a)

Aug 2023

(b)

Financing

1

 

936,375

927,436

LIBOR + 1.65%

(c)

July 2038

(d)

(a) Represents the weighted-average coupon earned on variable rate loans during the three months ended September 30, 2019. Of the loans financed by the CLO, 9% earned fixed weighted average interest of 6.84%.
(b) Represents the weighted-average maturity, assuming the extended contractual maturity of the collateral assets.
(c) Represents the weighted-average cost of financing incurred during the three months ended September 30, 2019, inclusive of deferred issuance costs.
(d) Repayments of the CLO are tied to timing of the related collateral asset repayments. The term of the CLO financing obligation represents the legal final maturity date.

We incurred $9.2 million of issuance costs in connection with the CLO, which are amortized on an effective yield basis over the estimated life of the CLO. As of September 30, 2019, our unamortized issuance costs were $8.9 million.

The CLO is considered a VIE, for which we are deemed the primary beneficiary. We therefore consolidate the CLO. Refer to Note 14 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

    

Other Secured

    

Agreements

Financing

CLO

Total

2019 (remainder of)

    

$

53,273

    

$

405,283

    

$

$

458,556

2020

 

474,502

 

198,376

 

672,878

2021

 

1,123,670

 

823,199

 

1,946,869

2022

 

681,928

 

685,635

 

1,367,563

2023

 

1,106,086

 

582,157

 

1,688,243

Thereafter

 

693,399

 

1,502,821

936,375

(a)

 

3,132,595

Total

$

4,132,858

$

4,197,471

$

936,375

$

9,266,704

(a) Assumes utilization of the reinvestment feature.

34

Table of Contents 

10. Unsecured Senior Notes

The following table is a summary of our unsecured senior notes outstanding as of September 30, 2019 and December 31, 2018 (dollars in thousands):

Remaining

Coupon

Effective

Maturity

Period of

Carrying Value at

Rate

Rate (1)

Date

Amortization

September 30, 2019

December 31, 2018

2019 Convertible Notes

 

N/A

N/A

N/A

 

N/A

 

$

 

$

77,969

2021 Senior Notes (February)

3.63

%

3.89

%

2/1/2021

1.3

years

500,000

500,000

2021 Senior Notes (December)

5.00

%

5.32

%

12/15/2021

2.2

years

700,000

700,000

2023 Convertible Notes

4.38

%

4.86

%

4/1/2023

3.5

years

250,000

250,000

2025 Senior Notes

4.75

%

5.04

%

3/15/2025

5.5

years

500,000

500,000

Total principal amount

1,950,000

2,027,969

Unamortized discount—Convertible Notes

(3,865)

(4,644)

Unamortized discount—Senior Notes

(13,216)

(16,416)

Unamortized deferred financing costs

 

(6,226)

 

(8,078)

Carrying amount of debt components

$

1,926,693

$

1,998,831

Carrying amount of conversion option equity components recorded in additional paid-in capital for outstanding convertible notes

$

3,755

$

3,755

(1) Effective rate includes the effects of underwriter purchase discount and the adjustment for the conversion option on our Convertible Notes, the value of which reduced the initial liability and was recorded in additional paid-in capital.

Convertible Senior Notes

During the nine months ended September 30, 2019, we settled the remaining $78.0 million principal amount of the 4.00% Convertible Senior Notes due 2019 (the “2019 Notes”) through the issuance of 3.6 million shares of common stock and cash payments of $12.0 million. During the three and nine months ended September 30, 2018, we received redemption notices related to the 2019 Notes with a par amount totaling $263.4 million, of which $235.5 million were settled during the three months ended September 30, 2018 for total consideration of $266.0 million, which was paid via the issuance of 11.2 million shares and cash payments of $20.8 million. The $236.2 million of settlement consideration attributable to the liability component of the 2019 Notes exceeded the proportionate net carrying amount of the liability component by $1.8 million, which was recognized as a loss on extinguishment of debt in our condensed consolidated statements of operations for the three and nine months ended September 30, 2018. The $29.8 million of settlement consideration attributable to the equity component of the 2019 Notes was recognized as a reduction of additional paid-in capital in our condensed consolidated statements of equity for the three and nine months ended September 30, 2018, partially offsetting the $245.2 million fair value of the shares issued.

We recognized interest expense of $3.1 million and $9.3 million during the three and nine months ended September 30, 2019, respectively, from our unsecured Convertible Notes. We recognized interest expense of $5.9 million and $24.8 million during the three and nine months ended September 30, 2018, respectively, from our unsecured Convertible Notes.

35

Table of Contents 

The following table details the conversion attributes of our Convertible Notes outstanding as of September 30, 2019 (amounts in thousands, except rates):

September 30, 2019

Conversion Spread Value - Shares (3)

Conversion

Conversion

For the Three Months Ended September 30,

For the Nine Months Ended September 30,

Rate (1)

Price (2)

2019

2018

2019

2018

2019 Notes

N/A

 

N/A

 

 

542

 

 

559

2023 Notes

38.5959

 

$

25.91

 

 

 

542

559

(1) The conversion rate represents the number of shares of common stock issuable per $1,000 principal amount of Convertible Notes converted, as adjusted in accordance with the indentures governing the Convertible Notes (including the applicable supplemental indentures).

(2) As of September 30, 2019 and 2018, the market price of the Company’s common stock was $24.22 and $21.52 per share, respectively.

(3) The conversion spread value represents the portion of the Convertible Notes that are “in-the-money”, representing the value that would be delivered to investors in shares upon an assumed conversion.

The if-converted value of the 2023 Notes was less than their principal amount by $16.3 million at September 30, 2019 as the closing market price of the Company’s common stock of $24.22 was less than the implicit conversion price of $25.91 per share.

Effective June 30, 2018, the Company no longer asserts its intent to fully settle the principal amount of the Convertible Notes in cash upon conversion. The if-converted value of the principal amount of the 2023 Notes was $233.7 million as of September 30, 2019.

11. 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.

Conduit 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. In certain instances, we retain an interest in the VIE and/or serve as special servicer for the VIE. In these circumstances, we generally consolidate the VIE into which the loans were sold. The following summarizes the fair value and par value of loans sold from our conduit platform, as well as the amount of sale proceeds used in part to repay the outstanding balance of the repurchase agreements associated with these loans for the three and nine months ended September 30, 2019 and 2018 (amounts in thousands):

Repayment of

repurchase

   

Face Amount

   

Proceeds

   

agreements

For the Three Months Ended September 30,

2019

$

262,528

$

274,714

$

201,363

2018

 

360,651

 

372,300

 

272,156

For the Nine Months Ended September 30,

2019

$

787,160

$

826,932

$

608,348

2018

 

825,610

 

854,065

 

623,538

36

Table of Contents 

Securitization Financing Arrangements and Sales

Within the Commercial and Residential Lending Segment, we originate or acquire residential and 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. These loans may be sold directly or through a securitization. In certain instances, we retain an interest in the VIE and continue to act as servicer, special servicer or servicing administrator for the loan following its sale. In these circumstances, similar to the case of our Investing and Servicing Segment described above, we generally consolidate the VIE into which the loans were sold. During the three and nine months ended September 30, 2019, we consolidated the securitization VIEs into which our residential loans were sold. In these instances, we retained interests in the VIEs. The following table summarizes our loans sold and loans transferred as secured borrowings by the Commercial and Residential Lending Segment, net of expenses (amounts in thousands):

Loan Transfers

Loan Transfers Accounted for as Sales

Accounted for as Secured

Commercial

Residential

Borrowings

  

Face Amount

    

Proceeds

    

Face Amount

    

Proceeds

    

Face Amount

    

Proceeds

For the Three Months Ended September 30,

2019

$

53,288

$

53,249

$

547,660

$

571,333

$

$

2018

 

550,000

 

547,776

 

374,071

 

389,044

 

 

For the Nine Months Ended September 30,

2019

$

554,710

$

551,700

$

911,713

$

947,862

$

$

2018

 

746,400

 

742,496

 

374,071

 

389,044

 

 

During the three and nine months ended September 30, 2019, we recognized a $6.4 million and $6.7 million, respectively, change in fair value of mortgage loans held-for-sale, net in our condensed consolidated statements of operations in connection with residential mortgage loan securitizations. During the three and nine months ended September 30, 2018, we recognized a $2.4 million change in fair value of mortgage loans held-for-sale, net in our condensed consolidated statements of operations in connection with a residential mortgage loan securitization. During the three and nine months ended September 30, 2019, gains recognized by the Commercial and Residential Lending Segment on sales of commercial loans were $0.5 million and $3.5 million, respectively. During the three and nine months ended September 30, 2018, gains (losses) recognized by the Commercial and Residential Lending Segment on sales of loans were not material.

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.

Infrastructure Loan Sales

During the three and nine months ended September 30, 2019, the Infrastructure Lending Segment sold loans held-for-sale with an aggregate face amount of $47.3 million and $404.1 million, respectively, for proceeds of $47.0 million and $393.3 million, respectively. A gain of $3.1 million was recognized during the nine months ended September 30, 2019. There was no gain recognized during the three months ended September 30, 2019. 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 on derivative financial instruments, net in our condensed consolidated statement of operations during the nine months ended September 30, 2019. Refer to Note 12 for further discussion of our interest rate swap guarantees. There were no sales of loans by the Infrastructure Lending Segment during the nine months ended September 30, 2018.

37

Table of Contents 

12. 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. Refer to Note 13 to the consolidated financial statements included in our Form 10-K for further discussion of our risk management objectives and policies.

Designated Hedges

The Company does not generally elect to apply the hedge accounting designation to its hedging instruments. As of September 30, 2019 and December 31, 2018, the Company did not have any designated hedges. As of September 30, 2018, the Company had one interest rate swap that had been designated as a cash flow hedge of the interest rate risk associated with forecasted interest payments. During the three and nine months ended September 30, 2018, the impact of this cash flow hedge on our net income was not material and we did not recognize any hedge ineffectiveness in earnings.


Non-designated Hedges and Derivatives

We have entered into the following types of non-designated hedges and derivatives:

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;
Forward loan purchase commitments whereby we agree to buy a specified amount of residential mortgage loans at a future date for a specified price and the counterparty is contractually obligated to deliver such mortgage loans (see Note 21); 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 September 30, 2019 (notional amounts in thousands):

Type of Derivative

    

Number of Contracts

    

Aggregate Notional Amount

    

Notional Currency

    

Maturity

Fx contracts – Sell Euros ("EUR")

114

307,452

EUR

November 2019 – November 2022

Fx contracts – Sell Pounds Sterling ("GBP")

97

322,315

GBP

October 2019 – April 2022

Fx contracts – Sell Australian dollar ("AUD")

2

12,307

AUD

October 2019 – November 2021

Fx contracts – Buy GBP

1

921

GBP

October 2019

Interest rate swaps – Paying fixed rates

54

1,292,709

USD

July 2022 – October 2029

Interest rate swaps – Receiving fixed rates

2

970,000

USD

January 2021 – March 2025

Interest rate caps

9

127,528

USD

January 2020 – August 2023

Credit index instruments

5

89,000

USD

November 2054 – August 2061

Forward loan purchase commitments

1

46,486

USD

October 2019

Interest rate swap guarantees

6

390,970

USD

March 2022 – June 2025

Interest rate swap guarantees

1

10,263

GBP

December 2024

Total

292

38

Table of Contents 

The table below presents the fair value of our derivative financial instruments as well as their classification on the condensed consolidated balance sheets as of September 30, 2019 and December 31, 2018 (amounts in thousands):

Fair Value of Derivatives

Fair Value of Derivatives

in an Asset Position (1) as of

in a Liability Position (2) as of

September 30,

December 31,

September 30,

December 31,

    

2019

2018

2019

2018

Interest rate contracts

$

24,664

$

30,791

$

3,587

$

14,457

Interest rate swap guarantees

904

396

Foreign exchange contracts

 

56,611

 

21,346

 

156

 

562

Credit index instruments

 

208

 

554

 

134

 

Total derivatives

$

81,483

$

52,691

$

4,781

$

15,415

(1) Classified as derivative assets in our condensed consolidated balance sheets.

(2) Classified as derivative liabilities in our condensed consolidated balance sheets.

The tables below present the effect of our derivative financial instruments on the condensed consolidated statements of operations and of comprehensive income for the three and nine months ended September 30, 2019 and 2018 (amounts in thousands):

Amount of Gain (Loss)

Amount of Gain (Loss)

Recognized in Income for the

Recognized in Income for the

Derivatives Not Designated

Location of Gain (Loss)

Three Months Ended September 30,

Nine Months Ended September 30,

as Hedging Instruments

  

Recognized in Income

  

2019

    

2018

  

2019

    

2018

Interest rate contracts

 

Gain on derivative financial instruments

$

(7,898)

$

4,444

$

(21,733)

$

10,553

Interest rate swap guarantees

Gain on derivative financial instruments

(468)

(3,640)

Foreign exchange contracts

 

Gain on derivative financial instruments

 

30,426

 

8,073

 

46,116

 

17,748

Credit index instruments

 

Gain on derivative financial instruments

 

(127)

 

(782)

 

(1,049)

 

(803)

$

21,933

$

11,735

$

19,694

$

27,498

   

   

Gain (Loss)

   

   

Gain (Loss)

Reclassified

Gain (Loss)

Recognized

from AOCI

Recognized

Derivatives Designated as Hedging Instruments

in OCI

into Income

in Income

Location of Gain (Loss)

For the Three Months Ended September 30,

(effective portion)

(effective portion)

(ineffective portion)

Recognized in Income

2019

$

$

$

 

Interest expense

2018

$

$

6

$

 

Interest expense

For the Nine Months Ended September 30,

2019

$

$

$

 

Interest expense

2018

$

8

$

32

$

 

Interest expense

39

Table of Contents 

13. 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):

(iv)

Gross Amounts Not

Offset in the Statement

(ii)  

(iii) = (i) - (ii)

of Financial Position

    

    

Gross Amounts

    

Net Amounts

    

    

Cash

    

(i)

Offset in the

Presented in

Collateral

Gross Amounts

Statement of

the Statement of

Financial

Received /

(v) = (iii) - (iv)

Recognized

Financial Position

Financial Position

Instruments

Pledged

Net Amount

As of September 30, 2019

Derivative assets

$

81,483

$

$

81,483

$

679

$

20,727

$

60,077

Derivative liabilities

$

4,781

$

$

4,781

$

679

$

3,198

$

904

Repurchase agreements

 

4,132,858

 

 

4,132,858

 

4,132,858

 

 

$

4,137,639

$

$

4,137,639

$

4,133,537

$

3,198

$

904

As of December 31, 2018

Derivative assets

$

52,691

$

$

52,691

$

1,408

$

$

51,283

Derivative liabilities

$

15,415

$

$

15,415

$

1,408

$

8,658

$

5,349

Repurchase agreements

 

4,289,750

 

 

4,289,750

 

4,289,750

 

 

$

4,305,165

$

$

4,305,165

$

4,291,158

$

8,658

$

5,349

14. Variable Interest Entities

Investment Securities

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, an allocable 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.

During the three months ended September 30, 2019, we refinanced a pool of our commercial loans held-for-investment through a CLO, which is considered to be a VIE. We are the primary beneficiary of, and therefore consolidate, the CLO in our financial statements as we have both (i) the power to direct the activities in our role as collateral manager that most significantly impact the CLO’s economic performance, and (ii) the obligation to absorb losses and the right to receive benefits from the CLO that could be potentially significant through the subordinate interests we own.

40

Table of Contents 

The following table details the assets and liabilities of our consolidated CLO (amounts in thousands):

As of

September 30, 2019

Assets:

Loans held-for-investment

$

1,098,817

Accrued interest receivable

 

2,384

Other assets

1,183

Total Assets

$

1,102,384

Liabilities

Accounts payable, accrued expenses and other liabilities

$

1,402

Collateralized loan obligations, net

 

927,436

Total Liabilities

$

928,838

Assets held by this CLO are restricted and can be used only to settle obligations of the CLO, including the subordinate interests owned by us. The liabilities of this CLO are non-recourse to us and can only be satisfied from the assets of the CLO.

We also hold controlling interests in other non-securitization entities that are considered VIEs, most of which were established to facilitate the acquisition of certain properties. SPT Dolphin Intermediate LLC (“SPT Dolphin”), the entity which holds the Woodstar II Portfolio, is a VIE 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 the VIE because we possess both the power to direct the activities of the VIE that most significantly impact its economic performance and a significant economic interest in the entity. This VIE had net assets of $685.2 million and liabilities of $446.2 million as of September 30, 2019. In total, our other consolidated non-securitization VIEs, including SPT Dolphin described above, had net assets of $766.5 million and liabilities of $506.9 million as of September 30, 2019.

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 of September 30, 2019, four of our collateralized debt obligation (“CDO”) structures within our Investing and Servicing Segment were in default or imminent default, which, pursuant to the underlying indentures, changes the rights of the variable interest holders. Upon default of a CDO, the trustee or senior note holders are allowed to exercise certain rights, including liquidation of the collateral, which at that time, is the activity which would most significantly impact the CDO’s economic performance. Further, when the CDO is in default, the collateral administrator no longer has the option to purchase securities from the CDO. In cases where the CDO is in default and we do not have the ability to exercise rights which would most significantly impact the CDO’s economic performance, we do not consolidate the VIE. As of September 30, 2019, none of these CDO structures were consolidated.

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 September 30, 2019, our maximum risk of loss related to securitization VIEs in which we were not the primary beneficiary was $46.3 million on a fair value basis.

As of September 30, 2019, 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 $7.1 billion. The corresponding assets are comprised primarily of commercial mortgage loans with unpaid principal balances corresponding to the amounts of the outstanding debt obligations.

41

Table of Contents 

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 $90.5 million as of September 30, 2019, within investment in unconsolidated entities on our condensed consolidated balance sheet. Our maximum risk of loss is limited to our carrying value of the investments.

15. 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. Refer to Note 16 to the consolidated financial statements included in our Form 10-K for further discussion of this agreement.

Base Management Fee. For the three months ended September 30, 2019 and 2018, approximately $19.2 million and $18.4 million, respectively, was incurred for base management fees. For the nine months ended September 30, 2019 and 2018, approximately $57.7 million and $53.9 million, respectively, was incurred for base management fees. As of both September 30, 2019 and December 31, 2018, there were $19.2 million of unpaid base management fees included in related-party payable in our condensed consolidated balance sheets.

Incentive Fee. For the three months ended September 30, 2019 and 2018, approximately $1.8 million and $4.3 million, respectively, was incurred for incentive fees. For the nine months ended September 30, 2019 and 2018, approximately $2.0 million and $19.6 million, respectively, was incurred for incentive fees. As of September 30, 2019 and December 31, 2018, there were $1.8 million and $21.8 million, respectively, of unpaid incentive fees included in related-party payable in our condensed consolidated balance sheets.

Expense Reimbursement. For both the three months ended September 30, 2019 and 2018, approximately $1.9 million was incurred for executive compensation and other reimbursable expenses and recognized within general and administrative expenses in our condensed consolidated statements of operations. For the nine months ended September 30, 2019 and 2018, approximately $5.8 million and $5.9 million, respectively, was incurred for executive compensation and other reimbursable expenses. As of September 30, 2019 and December 31, 2018, approximately $3.4 million and $3.0 million, respectively, of unpaid reimbursable executive compensation and other expenses were included in related-party payable in our condensed 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 three months ended September 30, 2019 and 2018, there were no RSAs granted. Expenses related to the vesting of awards to employees of affiliates of our Manager were $1.2 million and $0.8 million during the three months ended September 30, 2019 and 2018, respectively, and are reflected in general and administrative expenses in our condensed consolidated statements of operations. During the nine months ended September 30, 2019 and 2018, we granted 182,861 and 189,813 RSAs, respectively, at grant date fair values of $4.1 million and $4.0 million, respectively. Expenses related to the vesting of awards to employees of affiliates of our Manager were $3.0 million and $2.1 million during the nine months ended September 30, 2019 and 2018, respectively. These shares generally vest over a three-year period.

42

Table of Contents 

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 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 May 2015, we granted 675,000 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 $8.8 million and $3.2 million within management fees in our condensed consolidated statements of operations for the three months ended September 30, 2019 and 2018, respectively. For the nine months ended September 30, 2019 and 2018, we recognized $15.2 million and $9.4 million, respectively, related to these awards. Refer to Note 16 for further discussion of these grants.

Investments in Loans

In September 2019, the Company co-originated a €73.6 million first mortgage loan with SEREF, an affiliate of our Manager. The loan was to a third party borrower for the development of a Grade A office building and convention center in Dublin, Ireland. The Company originated €58.9 million of the loan and SEREF originated €14.7 million. The loan matures in May 2022.

In February 2019, the Company acquired a $60.0 million participation in a $1.0 billion first priority infrastructure term loan which bears interest at LIBOR plus 3.75%. In April 2019 and July 2019, the Company acquired participations of $5.0 million and $16.0 million, respectively, in a $0.3 billion upsize to the term loan. The loan is secured by two domestic natural gas power plants. An affiliate of our Manager, Starwood Energy Group, is the borrower under the term loan.

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.

During the three and nine months ended September 30, 2019, the Company acquired $97.4 million and $273.5 million, respectively, of loans from a residential mortgage originator in which it holds an equity interest. Also in September 2019, the Company amended a $2.0 million subordinated loan to this residential mortgage originator to extend the maturity from September 2019 to September 2020. Refer to Note 7 for further discussion.

Other Related-Party Arrangements

During the nine months ended September 30, 2019, we engaged Highmark Residential (“Highmark”) (formerly known as Milestone Management), an affiliate of our Manager, to provide property management services for 11 additional properties within our Woodstar I Portfolio, bringing the total number of our properties managed by Highmark to 21. Fees paid to Highmark are calculated as a percentage of gross receipts and are at market terms. During the three and nine months ended September 30, 2019, property management fees paid to Highmark were $0.4 million and $1.1 million, respectively.

Acquisitions from Consolidated CMBS Trusts

Our Investing and Servicing Segment acquires interests in properties for its REIS Equity Portfolio 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 condensed consolidated statements of cash flows. During the three and nine months ended September 30, 2019, we acquired $8.6 million of net real estate assets from a consolidated CMBS trust for a gross purchase price of $8.8 million. Refer to Note 3 for further discussion of this acquisition. During the nine months ended September 30, 2018, we acquired $27.7 million of net real estate assets from consolidated CMBS trusts for a gross purchase price of $28.0 million. No real estate assets were acquired from consolidated CMBS trusts during the three months ended September 30, 2018.

Refer to Note 16 to the consolidated financial statements included in our Form 10-K for further discussion of related-party agreements.

43

Table of Contents 

16. Stockholders’ Equity and Non-Controlling Interests

During the nine months ended September 30, 2019, our board of directors declared the following dividends:

Declaration Date

    

Record Date

    

Ex-Dividend Date

    

Payment Date

    

Amount

    

Frequency

8/7/19

9/30/19

9/27/19

10/15/19

$

0.48

Quarterly

5/8/19

 

6/28/19

 

6/27/19

7/15/19

0.48

 

Quarterly

2/28/19

 

3/29/19

 

3/28/19

4/15/19

0.48

 

Quarterly

During the nine months ended September 30, 2019, we issued 3.6 million shares of common stock in connection with the settlement of $78.0 million of our 2019 Notes. There were no shares of common stock issued in connection with the settlement of our 2019 Notes during the three months ended September 30, 2019. During the three and nine months ended September 30, 2018, we issued 11.2 million shares in connection with the settlement of $235.5 million of our 2019 Notes. Refer to Note 10 for further discussion.

During the nine months ended September 30, 2019 and 2018, there were no shares issued under our At-The-Market Equity Offering Sales Agreement. During the nine months ended September 30, 2019 and 2018, shares issued under the Starwood Property Trust, Inc. Dividend Reinvestment and Direct Stock Purchase Plan (the “DRIP Plan”) were not material.

In February 2017, our board of directors extended the term of our $500.0 million common stock and Convertible Note repurchase program through January 2019. Refer to Note 17 to the consolidated financial statements included in our Form 10-K for further information regarding the repurchase program. There were no share or Convertible Notes repurchases under the repurchase program during the nine months ended September 30, 2019. During the nine months ended September 30, 2018, we repurchased 573,255 shares of common stock for $12.1 million and no Convertible Notes under our repurchase program.

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 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”).

The table below summarizes our share awards granted or vested under the Manager Equity Plan and the 2017 Manager Equity Plan during the nine months ended September 30, 2019 and 2018 (dollar amounts in thousands):

Grant Date

    

Type

    

Amount Granted

    

Grant Date Fair Value

    

Vesting Period

 

September 2019

RSU

1,200,000

$

29,484

(1)

April 2018

RSU

775,000

16,329

3 years

March 2017

RSU

1,000,000

22,240

3 years

May 2015

RSU

675,000

16,511

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.

44

Table of Contents 

Schedule of Non-Vested Shares and Share Equivalents

2017

Weighted Average

2017

Manager

Grant Date Fair

Equity Plan

Equity Plan

Total

Value (per share)

Balance as of January 1, 2019

 

1,436,445

 

997,920

 

2,434,365

 

$

21.52

Granted

520,236

1,200,000

 

1,720,236

 

24.01

Vested

 

(499,735)

(662,648)

 

(1,162,383)

 

22.10

Forfeited

 

(14,761)

 

(14,761)

 

22.07

Balance as of September 30, 2019

 

1,442,185

 

1,535,272

 

2,977,457

 

22.72

As of September 30, 2019, there were 7.5 million shares of common stock available for future grants under the 2017 Manager Equity Plan and the 2017 Equity Plan.

Non-Controlling Interests in Consolidated Subsidiaries

In connection with our Woodstar II Portfolio acquisitions, we issued 11.9 million Class A Units in SPT Dolphin and have an obligation to issue an additional 0.2 million Class A Units if certain contingent events occur. 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 three and nine months ended September 30, 2019, redemptions of 0.2 million and 1.0 million of the Class A Units, respectively, were received and settled in common stock. In consolidation, the issued Class A Units are reflected as non-controlling interests in consolidated subsidiaries on our condensed consolidated balance sheets.

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 condensed consolidated statements of operations. During the three and nine months ended September 30, 2019, we recognized net income attributable to non-controlling interests of $5.2 million and $16.3 million, respectively, associated with these Class A Units. During the three and nine months ended September 30, 2018, we recognized net income attributable to non-controlling interests of $4.8 million and $11.9 million, respectively, associated with these Class A Units.

45

Table of Contents 

17. 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 Three Months Ended

For the Nine Months Ended

September 30,

September 30,

2019

    

2018

    

2019

    

2018

Basic Earnings

Income attributable to STWD common stockholders

$

140,396

$

84,536

$

337,795

$

293,698

Less: Income attributable to participating shares not already deducted as non-controlling interests

 

(1,205)

 

(970)

 

(2,779)

 

(2,725)

Basic earnings

$

139,191

$

83,566

$

335,016

$

290,973

Diluted Earnings

Income attributable to STWD common stockholders

$

140,396

$

84,536

$

337,795

$

293,698

Less: Income attributable to participating shares not already deducted as non-controlling interests

 

(1,205)

 

(970)

 

(2,779)

 

(2,725)

Add: Interest expense on Convertible Notes (1)

3,071

*

9,306

21,102

Add: Loss on extinguishment of Convertible Notes (1)

*

1,810

Add: Undistributed earnings to participating shares

 

188

 

 

 

Less: Undistributed earnings reallocated to participating shares

 

(182)

 

 

 

Diluted earnings

$

142,268

$

83,566

$

344,322

$

313,885

Number of Shares:

Basic — Average shares outstanding

 

279,992

 

265,355

 

278,934

 

262,356

Effect of dilutive securities — Convertible Notes (1)

 

9,649

 

*

 

9,857

 

25,675

Effect of dilutive securities — Contingently issuable shares

 

38

 

99

38

 

99

Effect of dilutive securities — Unvested non-participating shares

233

2

192

Diluted — Average shares outstanding

 

289,912

 

265,456

 

289,021

 

288,130

Earnings Per Share Attributable to STWD Common Stockholders:

Basic

$

0.50

$

0.31

$

1.20

$

1.11

Diluted

$

0.49

$

0.31

$

1.19

$

1.09

(1) Prior to June 30, 2018, the Company had asserted its intent and ability to settle the principal amount of the Convertible Notes in cash. Accordingly, under GAAP, the dilutive effect to EPS was previously determined using the treasury stock method by dividing only the “conversion spread value” of the “in-the-money” Convertible Notes by the Company’s average share price and including the resulting share amount in the diluted EPS denominator. The conversion value of the principal amount of the Convertible Notes was not included. Effective June 30, 2018, the Company no longer asserts its intent to fully settle the principal amount of the Convertible Notes in cash upon conversion. Accordingly, under GAAP, the dilutive effect to EPS for the periods presented above is determined using the “if-converted” method whereby interest expense or any loss on extinguishment of our Convertible Notes is added back to the diluted EPS numerator and the full number of potential shares contingently issuable upon their conversion is included in the diluted EPS denominator, if dilutive. Refer to Note 10 for further discussion.

* Our Convertible Notes were not dilutive for the three months ended September 30, 2018.

46

Table of Contents 

As of September 30, 2019 and 2018, participating shares of 13.4 million and 12.2 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 September 30, 2019 and 2018 included 10.9 million and 10.2 million potential shares, respectively, of our common stock issuable upon redemption of the Class A Units in SPT Dolphin, as discussed in Note 16.

18. Accumulated Other Comprehensive Income

The changes in AOCI by component are as follows (amounts in thousands):

   

   

Cumulative

   

   

Unrealized Gain

Effective Portion of

(Loss) on

Foreign

Cumulative Loss on

Available-for-

Currency

Cash Flow Hedges

Sale Securities

Translation

Total

Three Months Ended September 30, 2019

Balance at July 1, 2019

$

$

53,049

$

4,075

$

57,124

OCI before reclassifications

 

 

(520)

 

(4,168)

 

(4,688)

Amounts reclassified from AOCI

 

 

(59)

 

 

(59)

Net period OCI

 

 

(579)

 

(4,168)

 

(4,747)

Balance at September 30, 2019

$

$

52,470

$

(93)

$

52,377

Three Months Ended September 30, 2018

Balance at July 1, 2018

$

7

$

60,075

$

8,052

$

68,134

OCI before reclassifications

 

715

 

(945)

 

(230)

Amounts reclassified from AOCI

 

(6)

 

22

 

 

16

Net period OCI

 

(6)

 

737

 

(945)

 

(214)

Balance at September 30, 2018

$

1

$

60,812

$

7,107

$

67,920

Nine Months Ended September 30, 2019

Balance at January 1, 2019

$

$

53,515

$

5,145

$

58,660

OCI before reclassifications

 

 

(986)

 

(5,238)

 

(6,224)

Amounts reclassified from AOCI

 

 

(59)

 

 

(59)

Net period OCI

 

 

(1,045)

 

(5,238)

 

(6,283)

Balance at September 30, 2019

$

$

52,470

$

(93)

$

52,377

Nine Months Ended September 30, 2018

Balance at January 1, 2018

$

25

$

57,889

$

12,010

$

69,924

OCI before reclassifications

 

8

 

2,977

 

(4,903)

 

(1,918)

Amounts reclassified from AOCI

 

(32)

 

(54)

 

 

(86)

Net period OCI

 

(24)

 

2,923

 

(4,903)

 

(2,004)

Balance at September 30, 2018

$

1

$

60,812

$

7,107

$

67,920

The reclassifications out of AOCI impacted the condensed consolidated statements of operations for the three and nine months ended September 30, 2019 and 2018 as follows (amounts in thousands):

Amounts Reclassified from

Amounts Reclassified from

AOCI during the Three Months

AOCI during the Nine Months

Affected Line Item

Ended September 30,

Ended September 30,

in the Statements

Details about AOCI Components

  

2019

  

2018

  

2019

  

2018

  

of Operations

Gain (loss) on cash flow hedges:

Interest rate contracts

$

$

6

 

$

$

32

Interest expense

Unrealized gains (losses) on available-for-sale securities:

Interest realized upon collection

59

59

46

Interest income from investment securities

Net realized (loss) gain on sale of investment

(22)

8

Gain on sale of investments and other assets, net

Total

59

(22)

59

54

Total reclassifications for the period

$

59

$

(16)

$

59

$

86

47

Table of Contents 

19. 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

48

Table of Contents 

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.

Loans held-for-sale and loans held-for-investment, residential

We measure the fair value of our residential mortgage 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 mortgage 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.

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.

49

Table of Contents 

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 nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. In adjusting the fair value of our derivative contracts for the effect of nonperformance 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 September 30, 2019 and December 31, 2018, 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.

50

Table of Contents 

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 on a Nonrecurring Basis

We determine the fair value of our financial assets and liabilities measured at fair value on a nonrecurring basis as follows:

Loans held-for-sale, infrastructure

We measure the fair value of infrastructure loans held-for-sale, which are carried at the lower of amortized cost or fair value, utilizing bids periodically received from third parties to acquire these assets. As these bids represent observable market data, we have determined that the fair value of these assets would be classified in Level II 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, loans held-for-sale and loans transferred as secured borrowings

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, CLO, unsecured senior notes not convertible and secured borrowings on transferred loans

The fair value of the secured financing agreements, CLO, unsecured senior notes not convertible and secured borrowings on transferred loans 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.

Convertible Notes

The fair value of the debt component of our Convertible Notes is estimated by discounting the contractual cash flows at the interest rate we estimate such notes would bear if sold in the current market without the embedded conversion option which, in accordance with ASC 470, is reflected as a component of equity. We have determined that our valuation of our Convertible Notes should be classified in Level III of the fair value hierarchy.

51

Table of Contents 

Fair Value Disclosures

The following tables present our financial assets and liabilities carried at fair value on a recurring basis in the condensed consolidated balance sheets by their level in the fair value hierarchy as of September 30, 2019 and December 31, 2018 (amounts in thousands):

September 30, 2019

    

Total

    

Level I

    

Level II

    

Level III

Financial Assets:

Loans under fair value option

$

1,649,362

$

$

225,813

$

1,423,549

RMBS

 

195,297

 

 

 

195,297

CMBS

 

46,299

 

 

10,419

 

35,880

Equity security

 

11,286

 

11,286

 

 

Domestic servicing rights

 

18,249

 

 

 

18,249

Derivative assets

 

81,483

 

 

81,483

 

VIE assets

 

59,249,054

 

 

 

59,249,054

Total

$

61,251,030

$

11,286

$

317,715

$

60,922,029

Financial Liabilities:

Derivative liabilities

$

4,781

$

$

4,781

$

VIE liabilities

 

58,018,209

 

 

55,748,104

 

2,270,105

Total

$

58,022,990

$

$

55,752,885

$

2,270,105

December 31, 2018

    

Total

    

Level I

    

Level II

    

Level III

Financial Assets:

Loans under fair value option

$

671,282

$

$

$

671,282

RMBS

 

209,079

 

 

 

209,079

CMBS

 

41,347

 

 

16,119

 

25,228

Equity security

 

11,893

 

11,893

 

 

Domestic servicing rights

 

20,557

 

 

 

20,557

Derivative assets

 

52,691

 

 

52,691

 

VIE assets

 

53,446,364

 

 

 

53,446,364

Total

$

54,453,213

$

11,893

$

68,810

$

54,372,510

Financial Liabilities:

Derivative liabilities

$

15,415

$

$

15,415

$

VIE liabilities

 

52,195,042

 

 

50,753,596

 

1,441,446

Total

$

52,210,457

$

$

50,769,011

$

1,441,446

52

Table of Contents 

The changes in financial assets and liabilities classified as Level III are as follows for the three and nine months ended September 30, 2019 and 2018 (amounts in thousands):

    

    

    

    

Domestic

    

    

    

Loans at

Servicing

VIE

Three Months Ended September 30, 2019

Fair Value

RMBS

CMBS

Rights

VIE Assets

Liabilities

Total

July 1, 2019 balance

$

1,372,398

$

200,874

$

34,283

$

18,874

$

57,667,606

$

(2,374,002)

$

56,920,033

Total realized and unrealized gains (losses):

Included in earnings:

Change in fair value / gain on sale

 

32,512

 

 

432

(625)

 

(380,973)

 

28,005

 

(320,649)

Net accretion

 

 

2,446

 

 

 

 

 

2,446

Included in OCI

 

 

(578)

 

 

 

 

 

(578)

Purchases / Originations

 

1,123,553

 

 

5,165

 

 

 

 

1,128,718

Sales

 

(846,047)

 

 

 

 

 

 

(846,047)

Issuances

 

 

 

 

 

 

(22,958)

 

(22,958)

Cash repayments / receipts

 

(33,054)

 

(7,445)

 

(3,343)

 

 

 

(12,516)

 

(56,358)

Transfers into Level III

 

 

 

 

 

 

(122,911)

 

(122,911)

Transfers out of Level III

 

(225,813)

 

 

 

 

 

319,727

 

93,914

Consolidation of VIEs

 

 

 

 

 

1,999,780

 

(85,450)

 

1,914,330

Deconsolidation of VIEs

 

 

 

(657)

 

 

(37,359)

 

 

(38,016)

September 30, 2019 balance

$

1,423,549

$

195,297

$

35,880

$

18,249

$

59,249,054

$

(2,270,105)

$

58,651,924

Amount of total gains (losses) included in earnings attributable to assets still held at September 30, 2019

$

4,537

$

2,390

$

434

$

(625)

$

(380,973)

$

28,005

$

(346,232)

    

    

    

    

Domestic

    

    

    

Loans at

Servicing

VIE

Three Months Ended September 30, 2018

Fair Value

RMBS

CMBS

Rights

VIE Assets

Liabilities

Total

July 1, 2018 balance

$

897,259

$

235,796

$

24,650

$

22,742

$

48,044,873

$

(2,002,115)

$

47,223,205

Total realized and unrealized gains (losses):

Included in earnings:

Change in fair value / gain on sale

 

4,036

 

100

63

(974)

(1,261,314)

371,310

 

(886,779)

Net accretion

 

 

2,526

 

2,526

Included in OCI

 

 

737

 

737

Purchases / Originations

597,318

597,318

Sales

 

(565,990)

 

(2,046)

(3,163)

 

(571,199)

Issuances

 

 

(18,901)

 

(18,901)

Cash repayments / receipts

(19,118)

 

(9,246)

(6,815)

(17,268)

 

(52,447)

Transfers into Level III

 

 

27,776

(259,701)

 

(231,925)

Transfers out of Level III

 

 

108,123

 

108,123

Consolidation of VIEs

 

 

3,304

1,623,863

(23,095)

 

1,604,072

Deconsolidation of VIEs

 

 

(372,812)

48,442

 

(324,370)

September 30, 2018 balance

$

913,505

$

227,867

$

45,815

$

21,768

$

48,034,610

$

(1,793,205)

$

47,450,360

Amount of total (losses) gains included in earnings attributable to assets still held at September 30, 2018

$

(2,501)

$

2,526

$

(884)

$

(974)

$

(1,261,314)

$

371,310

$

(891,837)

53

Table of Contents 

    

    

    

    

Domestic

    

    

    

Loans at

Servicing

VIE

Nine Months Ended September 30, 2019

Fair Value

RMBS

CMBS

Rights

VIE Assets

Liabilities

Total

January 1, 2019 balance

$

671,282

$

209,079

$

25,228

$

20,557

$

53,446,364

$

(1,441,446)

$

52,931,064

Total realized and unrealized gains (losses):

Included in earnings:

Change in fair value / gain on sale

 

65,669

 

 

1,153

 

(2,308)

 

39,961

 

51,907

 

156,382

Net accretion

 

 

7,484

 

 

 

 

 

7,484

Included in OCI

 

 

(1,044)

 

 

 

 

 

(1,044)

Purchases / Originations

 

2,775,787

 

 

5,165

 

 

 

 

2,780,952

Sales

 

(1,774,794)

 

 

(3,978)

 

 

 

 

(1,778,772)

Issuances

 

 

 

 

 

 

(81,681)

 

(81,681)

Cash repayments / receipts

 

(88,582)

 

(20,222)

 

(8,933)

 

 

 

(15,786)

 

(133,523)

Transfers into Level III

 

 

 

5,350

 

 

 

(1,374,505)

 

(1,369,155)

Transfers out of Level III

 

(225,813)

 

 

 

 

 

750,546

 

524,733

Consolidation of VIEs

 

 

 

 

 

6,103,915

 

(193,300)

 

5,910,615

Deconsolidation of VIEs

 

 

 

11,895

 

 

(341,186)

 

34,160

 

(295,131)

September 30, 2019 balance

$

1,423,549

$

195,297

$

35,880

$

18,249

$

59,249,054

$

(2,270,105)

$

58,651,924

Amount of total gains (losses) included in earnings attributable to assets still held at September 30, 2019

$

6,775

$

7,397

$

101

$

(2,308)

$

39,961

$

51,907

$

103,833

    

    

    

    

Domestic

    

    

    

Loans at

Servicing

VIE

Nine Months Ended September 30, 2018

Fair Value

RMBS

CMBS

Rights

VIE Assets

Liabilities

Total

January 1, 2018 balance

$

745,743

$

247,021

$

24,191

$

30,759

$

51,045,874

$

(2,188,937)

$

49,904,651

Total realized and unrealized gains (losses):

Included in earnings:

Change in fair value / gain on sale

 

26,669

241

 

76

 

(8,991)

 

(5,055,029)

 

906,360

 

(4,130,674)

Net accretion

 

7,967

 

 

 

 

 

7,967

Included in OCI

 

2,923

 

 

 

 

 

2,923

Purchases / Originations

1,508,010

 

1,463

 

 

 

1,509,473

Sales

 

(1,047,755)

(2,853)

 

(3,163)

 

 

 

 

(1,053,771)

Issuances

 

 

 

 

 

(26,849)

 

(26,849)

Cash repayments / receipts

(123,652)

(27,432)

 

(7,832)

 

 

 

(75,078)

 

(233,994)

Transfers into Level III

 

 

27,776

 

 

 

(950,660)

 

(922,884)

Transfers out of Level III

 

(195,510)

 

 

 

 

425,973

 

230,463

Consolidation of VIEs

 

 

3,304

 

 

3,438,933

 

(23,095)

 

3,419,142

Deconsolidation of VIEs

 

 

 

 

(1,395,168)

 

139,081

 

(1,256,087)

September 30, 2018 balance

$

913,505

$

227,867

$

45,815

$

21,768

$

48,034,610

$

(1,793,205)

$

47,450,360

Amount of total (losses) gains included in earnings attributable to assets still held at September 30, 2018

$

(2,023)

$

7,913

$

(1,252)

$

(8,991)

$

(5,055,029)

$

906,360

$

(4,153,022)

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.

The following table presents the fair values, all of which are classified in Level III of the fair value hierarchy, of our financial instruments not carried at fair value on the condensed consolidated balance sheets (amounts in thousands):

September 30, 2019

December 31, 2018

   

Carrying

   

Fair

   

Carrying

   

Fair

Value

Value

Value

Value

Financial assets not carried at fair value:

Loans held-for-investment, loans held-for-sale and loans transferred as secured borrowings

$

8,712,410

$

8,772,670

$

9,122,972

$

9,178,709

HTM debt securities

 

556,255

 

554,302

 

644,149

 

643,948

Financial liabilities not carried at fair value:

Secured financing agreements, CLO and secured borrowings on transferred loans

$

9,175,524

$

9,155,331

$

8,757,804

$

8,662,548

Unsecured senior notes

 

1,926,693

 

2,027,863

 

1,998,831

 

1,945,160

54

Table of Contents 

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):

Carrying Value at

Valuation

Unobservable

Range as of (1)

 

September 30, 2019

  

Technique

  

Input

  

September 30, 2019

  

December 31, 2018

Loans under fair value option

$

1,423,549

Discounted cash flow

Yield (b)

3.4% - 6.1%

4.6% - 6.1%

Duration (c)

1.3 - 10.7 years

2.5 - 14.4 years

RMBS

 

195,297

Discounted cash flow

Constant prepayment rate (a)

3.3% - 19.9%

3.2% - 25.2%

Constant default rate (b)

1.1% - 4.5%

1.1% - 5.5%

Loss severity (b)

0% - 96% (e)

0% - 73% (e)

Delinquency rate (c)

4% - 31%

4% - 31%

Servicer advances (a)

22% - 84%

21% - 83%

Annual coupon deterioration (b)

0% - 1.8%

0% - 1.4%

Putback amount per projected total collateral loss (d)

0% - 28%

0% - 7%

CMBS

 

35,880

Discounted cash flow

Yield (b)

0% - 715.4%

0% - 473.5%

Duration (c)

0 - 9.7 years

0 - 9.7 years

Domestic servicing rights

 

18,249

Discounted cash flow

Debt yield (a)

7.50%

7.75%

Discount rate (b)

15%

15%

Control migration (b)

0% - 80%

0% - 80%

VIE assets

 

59,249,054

Discounted cash flow

Yield (b)

0% - 823.6%

0% - 290.9%

Duration (c)

0 – 19.3 years

0 - 20.4 years

VIE liabilities

 

(2,270,105)

Discounted cash flow

Yield (b)

0% - 823.6%

0% - 290.9%

Duration (c)

0 - 11.5 years

0 - 13.7 years

(1) The ranges of significant unobservable inputs are represented in percentages and years.

Sensitivity of the Fair Value to Changes in the Unobservable Inputs

(a) Significant increase (decrease) in the unobservable input in isolation would result in a significantly higher (lower) fair value measurement.
(b) Significant increase (decrease) in the unobservable input in isolation would result in a significantly lower (higher) fair value measurement.
(c) 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.
(d) Any delay in the putback recovery date leads to a decrease in fair value for the majority of securities in our RMBS portfolio.
(e) 25% and 55% of the portfolio falls within a range of 45%-80% as of September 30, 2019 and December 31, 2018, respectively.

55

Table of Contents 

20. 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 commercial mortgage loans, and investing in entities which engage in real estate related operations. As of September 30, 2019 and December 31, 2018, approximately $2.1 billion and $553.5 million, 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.

The following table is a reconciliation of our U.S. federal income tax determined using our statutory federal tax rate to our reported income tax provision for the three and nine months ended September 30, 2019 and 2018 (dollars in thousands):

  

For the Three Months Ended September 30,

  

For the Nine Months Ended September 30,

  

2019

  

2018

 

  

2019

2018

Federal statutory tax rate

 

$

32,448

 

21.0

%

 

$

20,509

 

21.0

%

 

$

77,140

21.0

%

 

$

68,406

  

21.0

%

REIT and other non-taxable income

 

(28,870)

 

(18.7)

%

 

(13,628)

(13.9)

%

 

(71,042)

 

(19.3)

%

 

(57,128)

(17.6)

%

State income taxes

 

937

 

0.6

%

 

1,803

1.8

%

 

1,597

 

0.4

%

 

2,954

0.9

%

Federal benefit of state tax deduction

 

(196)

 

(0.1)

%

 

(378)

(0.4)

%

 

(335)

 

(0.1)

%

 

(620)

(0.2)

%

Other

 

194

 

0.1

%

 

(25)

%

 

1,020

 

0.3

%

 

868

0.3

%

Effective tax rate

$

4,513

2.9

%

$

8,281

8.5

%

$

8,380

2.3

%

$

14,480

4.4

%

21. Commitments and Contingencies

As of September 30, 2019, our Commercial and Residential Lending Segment had future commercial loan funding commitments totaling $2.7 billion, of which we expect to fund $2.5 billion. These future funding commitments primarily relate to construction projects, capital improvements, tenant improvements and leasing commissions. Additionally, as of September 30, 2019, our Commercial and Residential Lending Segment had outstanding residential mortgage loan purchase commitments of $46.5 million to a third party residential mortgage originator.

As of September 30, 2019, our Infrastructure Lending Segment had future infrastructure loan funding commitments totaling $189.8 million, including $155.0 million under revolvers and letters of credit (“LCs”), and $34.8 million under delayed draw term loans. As of September 30, 2019, $18.4 million of revolvers and LCs were outstanding.

In connection with the Infrastructure Lending Segment acquisition, we assumed guarantees of certain borrowers’ performance under existing interest rate swaps.  As of September 30, 2019, we had 7 outstanding guarantees on interest rate swaps maturing between March 2022 and June 2025. Refer to Note 12 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 condensed consolidated financial statements.

56

Table of Contents 

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. Our lease costs and sublease income were as follows (in thousands):

    

For the Three Months Ended

    

For the Nine Months Ended

September 30,

September 30,

    

2019

    

2018

    

2019

    

2018

Operating lease costs

    

$

1,667

$

1,245

$

4,177

$

3,721

Short-term lease costs

 

29

 

40

 

92

 

116

Sublease income

 

(405)

 

(396)

 

(1,209)

 

(1,231)

Total lease cost

$

1,291

$

889

$

3,060

$

2,606

Information concerning our operating lease liabilities, which are classified within accounts payable, accrued expenses and other liabilities in our condensed consolidated balance sheet as of September 30, 2019, is as follows (dollars in thousands):

    

For the Three Months Ended

    

For the Nine Months Ended

September 30, 2019

September 30, 2019

Cash paid for amounts included in the measurement of lease liabilities—operating

    

$

1,310

$

3,904

    

September 30, 2019

Weighted-average remaining lease term

    

6.0

years

Weighted-average discount rate

4.4

%

Future maturity of operating lease liabilities:

    

2019 (remainder of)

$

1,310

2020

6,163

2021

3,480

2022

1,272

2023

1,281

Thereafter

7,208

Total

20,714

Less interest component

(2,513)

Operating lease liability

$

18,201

57

Table of Contents 

22. Segment Data

In its operation of the business, management, including our chief operating decision maker, who is our Chief Executive Officer, reviews certain financial information, including segmented internal profit and loss statements prepared on a basis prior to the impact of consolidating securitization VIEs under ASC 810. The segment information within this Note is reported on that basis.

The table below presents our results of operations for the three months ended September 30, 2019 by business segment (amounts in thousands):

Commercial and

Residential

Infrastructure

Investing

Lending

Lending

Property

and Servicing

Securitization

Segment

Segment

Segment

Segment

Corporate

Subtotal

VIEs

Total

Revenues:

Interest income from loans

$

145,290

$

22,763

$

$

3,977

$

$

172,030

$

$

172,030

Interest income from investment securities

 

18,163

 

810

 

 

32,556

 

51,529

 

(34,853)

 

16,676

Servicing fees

 

97

 

 

 

18,243

 

18,340

 

(4,007)

 

14,333

Rental income

72,251

12,403

84,654

84,654

Other revenues

 

258

 

39

 

125

 

218

 

640

 

(3)

 

637

Total revenues

 

163,808

 

23,612

 

72,376

 

67,397

 

 

327,193

 

(38,863)

 

288,330

Costs and expenses:

Management fees

 

363

 

 

 

18

 

29,829

 

30,210

 

28

 

30,238

Interest expense

 

51,844

 

14,422

 

19,020

 

8,891

29,142

 

123,319

 

(163)

 

123,156

General and administrative

 

7,104

 

4,315

 

2,170

 

22,915

3,184

 

39,688

 

78

 

39,766

Acquisition and investment pursuit costs

 

506

 

21

 

 

(364)

 

163

 

 

163

Costs of rental operations

765

24,784

6,019

31,568

31,568

Depreciation and amortization

 

339

 

15

 

23,106

 

4,809

 

28,269

 

 

28,269

Loan loss provision, net

 

(39)

 

 

 

 

(39)

 

 

(39)

Other expense

 

77

 

 

46

 

 

123

 

 

123

Total costs and expenses

 

60,959

 

18,773

 

69,126

 

42,288

62,155

 

253,301

 

(57)

 

253,244

Other income (loss):

Change in net assets related to consolidated VIEs

 

 

 

 

 

 

 

61,767

 

61,767

Change in fair value of servicing rights

 

 

 

 

57

 

57

 

(682)

 

(625)

Change in fair value of investment securities, net

 

(303)

 

 

 

22,476

 

22,173

 

(21,907)

 

266

Change in fair value of mortgage loans held-for-sale, net

 

10,088

 

 

 

22,433

 

32,521

 

 

32,521

Earnings from unconsolidated entities

 

2,507

 

 

223

 

253

 

2,983

 

(236)

 

2,747

Gain (loss) on sale of investments and other assets, net

 

482

 

(25)

 

 

20,700

 

21,157

 

 

21,157

Gain (loss) on derivative financial instruments, net

 

15,729

 

(109)

 

5,900

 

(6,376)

6,789

 

21,933

 

 

21,933

Foreign currency loss, net

 

(15,337)

 

(319)

 

(8)

 

 

(15,664)

 

 

(15,664)

Loss on extinguishment of debt

(857)

(2,101)

(194)

(1,472)

(4,624)

(4,624)

Other loss, net

 

 

(50)

 

 

 

(50)

 

 

(50)

Total other income (loss)

 

12,309

 

(2,604)

 

6,115

 

59,349

5,317

 

80,486

 

38,942

 

119,428

Income (loss) before income taxes

 

115,158

 

2,235

 

9,365

 

84,458

(56,838)

 

154,378

 

136

 

154,514

Income tax (provision) benefit

 

(3,194)

 

475

 

 

(1,794)

 

(4,513)

 

 

(4,513)

Net income (loss)

 

111,964

 

2,710

 

9,365

 

82,664

(56,838)

 

149,865

 

136

 

150,001

Net income attributable to non-controlling interests

 

 

 

(5,250)

 

(4,219)

 

(9,469)

 

(136)

 

(9,605)

Net income (loss) attributable to Starwood Property Trust, Inc.

$

111,964

$

2,710

$

4,115

$

78,445

$

(56,838)

$

140,396

$

$

140,396

58

Table of Contents 

The table below presents our results of operations for the three months ended September 30, 2018 by business segment (amounts in thousands):

Commercial and

Residential

Infrastructure

Investing

Lending

Lending

Property

and Servicing

Securitization

Segment

Segment

Segment

Segment

Corporate

Subtotal

VIEs

Total

Revenues:

Interest income from loans

$

147,913

3,053

$

$

3,535

$

$

154,501

$

$

154,501

Interest income from investment securities

 

10,320

107

 

 

34,477

 

44,904

 

(33,396)

 

11,508

Servicing fees

 

98

 

 

34,100

 

34,198

 

(6,374)

 

27,824

Rental income

76,067

15,065

 

91,132

 

 

91,132

Other revenues

 

265

44

 

169

 

229

89

 

796

 

(42)

 

754

Total revenues

 

158,596

3,204

 

76,236

 

87,406

 

89

 

325,531

 

(39,812)

 

285,719

Costs and expenses:

Management fees

 

453

 

 

18

 

25,937

 

26,408

 

111

 

26,519

Interest expense

 

43,322

2,258

 

19,483

 

7,396

30,475

 

102,934

 

(276)

 

102,658

General and administrative

 

7,016

537

 

1,680

 

19,131

2,753

 

31,117

 

86

 

31,203

Acquisition and investment pursuit costs

 

341

6,725

 

 

(539)

 

6,527

 

 

6,527

Costs of rental operations

23,052

7,139

 

30,191

 

 

30,191

Depreciation and amortization

 

17

 

28,448

 

5,828

 

34,293

 

 

34,293

Loan loss provision, net

 

929

 

 

 

929

 

 

929

Other expense

 

76

 

 

 

76

 

 

76

Total costs and expenses

 

52,154

9,520

 

72,663

 

38,973

59,165

 

232,475

 

(79)

 

232,396

Other income (loss):

Change in net assets related to consolidated VIEs

 

 

 

 

 

 

33,289

 

33,289

Change in fair value of servicing rights

 

 

 

(1,994)

 

(1,994)

 

1,020

 

(974)

Change in fair value of investment securities, net

 

238

 

 

(4,966)

 

(4,728)

 

5,029

 

301

Change in fair value of mortgage loans held-for-sale, net

 

1,343

 

 

2,597

 

3,940

 

 

3,940

Earnings (loss) from unconsolidated entities

 

514

 

1,988

 

(134)

 

2,368

 

257

 

2,625

Gain on sale of investments and other assets, net

 

47

 

 

1,415

 

1,462

 

 

1,462

Gain (loss) on derivative financial instruments, net

 

7,278

455

 

5,895

 

3,076

(4,969)

 

11,735

 

 

11,735

Foreign currency loss, net

 

(3,546)

(531)

 

(1)

 

 

(4,078)

 

 

(4,078)

Loss on extinguishment of debt

(730)

(1,810)

(2,540)

(2,540)

Other (loss) income, net

 

(1)

 

2

 

(1,422)

 

(1,421)

 

 

(1,421)

Total other income (loss)

 

5,143

(76)

 

7,884

 

(1,428)

(6,779)

 

4,744

 

39,595

 

44,339

Income (loss) before income taxes

 

111,585

(6,392)

 

11,457

 

47,005

(65,855)

97,800

 

(138)

 

97,662

Income tax provision

 

(314)

(125)

 

(7,842)

 

(8,281)

 

 

(8,281)

Net income (loss)

 

111,271

(6,392)

 

11,332

 

39,163

(65,855)

 

89,519

 

(138)

 

89,381

Net (income) loss attributable to non-controlling interests

 

(365)

 

(4,769)

 

151

 

(4,983)

 

138

 

(4,845)

Net income (loss) attributable to Starwood Property Trust, Inc.

$

110,906

(6,392)

$

6,563

$

39,314

$

(65,855)

$

84,536

$

$

84,536

59

Table of Contents 

The table below presents our results of operations for the nine months ended September 30, 2019 by business segment (amounts in thousands):

Commercial and

Residential

Infrastructure

Investing

Lending

Lending

Property

and Servicing

Securitization

Segment

Segment

Segment

Segment

Corporate

Subtotal

VIEs

Total

Revenues:

Interest income from loans

$

462,956

$

74,969

$

$

8,987

$

$

546,912

$

$

546,912

Interest income from investment securities

 

62,438

 

2,563

 

 

88,012

 

153,013

 

(96,160)

 

56,853

Servicing fees

 

310

 

 

 

61,366

 

61,676

 

(13,902)

 

47,774

Rental income

215,098

40,686

255,784

255,784

Other revenues

 

714

 

732

 

291

 

929

26

 

2,692

 

(24)

 

2,668

Total revenues

 

526,418

 

78,264

 

215,389

 

199,980

 

26

 

1,020,077

 

(110,086)

 

909,991

Costs and expenses:

Management fees

 

1,127

 

 

 

54

 

74,924

 

76,105

 

122

 

76,227

Interest expense

 

172,012

 

49,257

 

57,142

 

25,152

84,878

 

388,441

 

(487)

 

387,954

General and administrative

 

20,626

 

13,624

 

5,394

 

61,943

10,429

 

112,016

 

258

 

112,274

Acquisition and investment pursuit costs

 

915

 

51

 

 

(387)

 

579

 

 

579

Costs of rental operations

1,525

70,846

19,503

91,874

91,874

Depreciation and amortization

 

695

 

15

 

70,078

 

15,287

 

86,075

 

 

86,075

Loan loss provision, net

 

2,046

 

1,196

 

 

 

3,242

 

 

3,242

Other expense

 

230

 

 

1,353

 

194

 

1,777

 

 

1,777

Total costs and expenses

 

199,176

 

64,143

 

204,813

 

121,746

170,231

 

760,109

 

(107)

 

760,002

Other income (loss):

Change in net assets related to consolidated VIEs

 

 

 

 

 

 

 

164,761

 

164,761

Change in fair value of servicing rights

 

 

 

 

(1,617)

 

(1,617)

 

(691)

 

(2,308)

Change in fair value of investment securities, net

 

(2,945)

 

 

 

56,431

 

53,486

 

(52,491)

 

995

Change in fair value of mortgage loans held-for-sale, net

 

16,837

 

 

 

48,841

 

65,678

 

 

65,678

Earnings (loss) from unconsolidated entities

 

8,576

 

 

(42,538)

 

3,601

 

(30,361)

 

(1,275)

 

(31,636)

Gain on sale of investments and other assets, net

 

3,476

 

3,041

 

 

21,640

 

28,157

 

 

28,157

Gain (loss) on derivative financial instruments, net

 

12,024

 

(3,337)

 

(3,957)

 

(16,761)

31,725

 

19,694

 

 

19,694

Foreign currency loss, net

 

(17,025)

 

(102)

 

(7)

 

 

(17,134)

 

 

(17,134)

Loss on extinguishment of debt

(857)

(8,221)

(194)

(1,466)

(10,738)

(10,738)

Other loss, net

 

 

(50)

 

 

(73)

 

(123)

 

 

(123)

Total other income (loss)

 

20,086

 

(8,669)

 

(46,502)

 

111,941

30,186

 

107,042

 

110,304

 

217,346

Income (loss) before income taxes

 

347,328

 

5,452

 

(35,926)

 

190,175

(140,019)

 

367,010

 

325

 

367,335

Income tax (provision) benefit

 

(4,778)

 

746

 

(258)

 

(4,090)

 

(8,380)

 

 

(8,380)

Net income (loss)

 

342,550

 

6,198

 

(36,184)

 

186,085

(140,019)

 

358,630

 

325

 

358,955

Net income attributable to non-controlling interests

 

(392)

 

 

(16,322)

 

(4,121)

 

(20,835)

 

(325)

 

(21,160)

Net income (loss) attributable to Starwood Property Trust, Inc.

$

342,158

$

6,198

$

(52,506)

$

181,964

$

(140,019)

$

337,795

$

$

337,795

60

Table of Contents 

The table below presents our results of operations for the nine months ended September 30, 2018 by business segment (amounts in thousands):

Commercial and

Residential

Infrastructure

Investing

Lending

Lending

Property

and Servicing

Securitization

Segment

Segment

Segment

Segment

Corporate

Subtotal

VIEs

Total

Revenues:

Interest income from loans

$

431,153

3,053

$

$

9,619

$

$

443,825

$

$

443,825

Interest income from investment securities

 

33,689

107

 

 

99,348

 

133,144

 

(95,577)

 

37,567

Servicing fees

 

313

 

 

92,221

 

92,534

 

(21,328)

 

71,206

Rental income

 

217,178

43,955

 

261,133

 

 

261,133

Other revenues

 

683

44

 

351

 

973

227

 

2,278

 

(147)

 

2,131

Total revenues

 

465,838

3,204

 

217,529

 

246,116

 

227

 

932,914

 

(117,052)

 

815,862

Costs and expenses:

Management fees

 

1,396

 

 

54

 

82,895

 

84,345

 

310

 

84,655

Interest expense

 

110,169

2,258

 

55,397

 

18,298

96,132

 

282,254

 

(821)

 

281,433

General and administrative

 

19,962

537

 

5,510

 

64,006

8,602

 

98,617

 

256

 

98,873

Acquisition and investment pursuit costs

 

2,253

6,725

 

(46)

 

(467)

 

8,465

 

 

8,465

Costs of rental operations

72,531

20,250

 

92,781

 

 

92,781

Depreciation and amortization

 

50

 

86,655

 

16,482

 

103,187

 

 

103,187

Loan loss provision, net

 

27,726

 

 

 

27,726

 

 

27,726

Other expense

 

230

 

 

447

 

677

 

 

677

Total costs and expenses

 

161,786

9,520

 

220,047

 

119,070

187,629

 

698,052

 

(255)

 

697,797

Other income (loss):

Change in net assets related to consolidated VIEs

 

 

 

 

 

 

129,888

 

129,888

Change in fair value of servicing rights

 

 

 

(14,417)

 

(14,417)

 

5,426

 

(8,991)

Change in fair value of investment securities, net

 

16

 

 

24,123

 

24,139

 

(16,285)

 

7,854

Change in fair value of mortgage loans held-for-sale, net

 

(165)

 

 

26,738

 

26,573

 

 

26,573

Earnings from unconsolidated entities

 

3,761

 

1,406

 

2,916

 

8,083

 

(1,450)

 

6,633

Gain on sale of investments and other assets, net

 

461

 

6,883

 

18,215

 

25,559

 

 

25,559

Gain (loss) on derivative financial instruments, net

 

15,927

455

 

27,734

 

7,720

(24,338)

 

27,498

 

 

27,498

Foreign currency loss, net

 

(3,260)

(531)

 

 

(2)

 

(3,793)

 

 

(3,793)

Loss on extinguishment of debt

(730)

(186)

(1,810)

(2,726)

(2,726)

Other income (loss), net

 

42

 

508

 

(1,365)

 

(815)

 

 

(815)

Total other income (loss)

 

16,052

(76)

 

36,531

 

63,742

(26,148)

 

90,101

 

117,579

 

207,680

Income (loss) before income taxes

 

320,104

(6,392)

 

34,013

 

190,788

(213,550)

 

324,963

 

782

 

325,745

Income tax provision

 

(2,981)

(1,997)

 

(9,502)

 

(14,480)

 

 

(14,480)

Net income (loss)

 

317,123

(6,392)

 

32,016

 

181,286

(213,550)

 

310,483

 

782

 

311,265

Net income attributable to non-controlling interests

 

(1,087)

 

(11,906)

 

(3,792)

 

(16,785)

 

(782)

 

(17,567)

Net income (loss) attributable to Starwood Property Trust, Inc.

$

316,036

(6,392)

$

20,110

$

177,494

$

(213,550)

$

293,698

$

$

293,698

61

Table of Contents 

The table below presents our condensed consolidated balance sheet as of September 30, 2019 by business segment (amounts in thousands):

Commercial and

Residential

Infrastructure

Investing

Lending

Lending

Property

and Servicing

Securitization

Segment

Segment

Segment

Segment

Corporate

Subtotal

VIEs

Total

Assets:

Cash and cash equivalents

$

64,343

$

6,404

$

35,940

$

46,872

$

129,369

$

282,928

$

1,189

$

284,117

Restricted cash

 

36,771

 

33,366

 

21,186

 

19,218

 

 

110,541

 

 

110,541

Loans held-for-investment, net

 

7,636,475

 

1,281,815

 

 

1,363

 

 

8,919,653

 

 

8,919,653

Loans held-for-sale

 

809,604

 

163,932

 

 

468,583

 

 

1,442,119

 

 

1,442,119

Investment securities

 

938,300

 

54,048

 

 

1,009,249

 

 

2,001,597

 

(1,192,460)

 

809,137

Properties, net

26,902

2,441,480

261,156

2,729,538

2,729,538

Intangible assets

 

 

 

75,965

 

68,748

 

 

144,713

 

(24,766)

 

119,947

Investment in unconsolidated entities

 

42,518

 

 

71,824

 

33,246

 

 

147,588

 

(21,473)

 

126,115

Goodwill

 

 

119,409

 

 

140,437

 

 

259,846

 

 

259,846

Derivative assets

 

37,507

 

652

 

21,994

 

603

 

20,727

 

81,483

 

 

81,483

Accrued interest receivable

 

43,747

 

4,015

 

245

 

1,321

 

3,125

 

52,453

 

(676)

 

51,777

Other assets

 

98,664

 

5,978

 

72,932

 

64,068

 

9,129

 

250,771

 

2

 

250,773

VIE assets, at fair value

 

 

 

 

 

 

 

59,249,054

 

59,249,054

Total Assets

$

9,734,831

$

1,669,619

$

2,741,566

$

2,114,864

$

162,350

$

16,423,230

$

58,010,870

$

74,434,100

Liabilities and Equity

Liabilities:

Accounts payable, accrued expenses and other liabilities

$

25,836

$

15,719

$

69,550

$

72,055

$

50,868

$

234,028

$

92

$

234,120

Related-party payable

 

 

 

 

44

 

24,442

 

24,486

 

 

24,486

Dividends payable

 

 

 

 

 

137,273

 

137,273

 

 

137,273

Derivative liabilities

 

2,336

 

904

 

 

1,541

 

 

4,781

 

 

4,781

Secured financing agreements, net

 

4,061,849

 

1,168,166

 

1,868,416

 

771,618

 

391,989

 

8,262,038

 

(13,950)

 

8,248,088

Collateralized loan obligations, net

927,436

 

 

 

927,436

927,436

Unsecured senior notes, net

 

 

 

 

 

1,926,693

 

1,926,693

 

 

1,926,693

VIE liabilities, at fair value

 

 

 

 

 

 

 

58,018,209

 

58,018,209

Total Liabilities

 

5,017,457

 

1,184,789

 

1,937,966

 

845,258

 

2,531,265

 

11,516,735

 

58,004,351

 

69,521,086

Equity:

Starwood Property Trust, Inc. Stockholders’ Equity:

Common stock

 

 

 

 

 

2,871

 

2,871

 

 

2,871

Additional paid-in capital

 

1,307,064

 

481,206

 

609,241

 

156,094

 

2,568,066

 

5,121,671

 

 

5,121,671

Treasury stock

 

 

 

 

 

(104,194)

 

(104,194)

 

 

(104,194)

Accumulated other comprehensive income (loss)

 

52,471

 

 

(30)

 

(64)

 

 

52,377

 

 

52,377

Retained earnings (accumulated deficit)

 

3,357,839

 

3,624

 

(38,936)

 

1,095,602

 

(4,835,658)

 

(417,529)

 

 

(417,529)

Total Starwood Property Trust, Inc. Stockholders’ Equity

 

4,717,374

 

484,830

 

570,275

 

1,251,632

 

(2,368,915)

 

4,655,196

 

 

4,655,196

Non-controlling interests in consolidated subsidiaries

 

 

 

233,325

 

17,974

 

 

251,299

 

6,519

 

257,818

Total Equity

 

4,717,374

 

484,830

 

803,600

 

1,269,606

 

(2,368,915)

 

4,906,495

 

6,519

 

4,913,014

Total Liabilities and Equity

$

9,734,831

$

1,669,619

$

2,741,566

$

2,114,864

$

162,350

$

16,423,230

$

58,010,870

$

74,434,100

62

Table of Contents 

The table below presents our condensed consolidated balance sheet as of December 31, 2018 by business segment (amounts in thousands):

Commercial and

Residential

Infrastructure

Investing

    

Lending

Lending

Property

and Servicing

Securitization

    

Segment

Segment

Segment

Segment

Corporate

Subtotal

VIEs

Total

Assets:

    

    

    

    

    

    

Cash and cash equivalents

    

$

14,385

    

$

13

$

27,408

    

$

31,449

    

$

164,015

    

$

237,270

    

$

2,554

    

$

239,824

Restricted cash

 

28,324

175,659

 

25,144

 

11,679

 

7,235

 

248,041

 

 

248,041

Loans held-for-investment, net

 

7,072,220

1,456,779

 

 

3,357

 

 

8,532,356

 

 

8,532,356

Loans held-for-sale

 

670,155

469,775

 

 

47,622

 

 

1,187,552

 

 

1,187,552

Loans transferred as secured borrowings

 

74,346

 

 

 

 

74,346

 

 

74,346

Investment securities

 

1,050,920

60,768

 

 

998,820

 

 

2,110,508

 

(1,204,040)

 

906,468

Properties, net

2,512,847

272,043

 

2,784,890

 

 

2,784,890

Intangible assets

 

 

90,889

 

78,219

 

 

169,108

 

(24,075)

 

145,033

Investment in unconsolidated entities

 

35,274

 

114,362

 

44,129

 

 

193,765

 

(22,000)

 

171,765

Goodwill

 

119,409

 

 

140,437

 

 

259,846

 

 

259,846

Derivative assets

 

18,174

1,066

 

32,733

 

718

 

 

52,691

 

 

52,691

Accrued interest receivable

 

39,862

6,982

 

359

 

616

 

13,177

 

60,996

 

(641)

 

60,355

Other assets

 

13,958

20,472

 

67,098

 

49,363

 

2,057

 

152,948

 

(26)

 

152,922

VIE assets, at fair value

 

 

 

 

 

 

53,446,364

 

53,446,364

Total Assets

$

9,017,618

$

2,310,923

$

2,870,840

$

1,678,452

$

186,484

$

16,064,317

$

52,198,136

$

68,262,453

Liabilities and Equity

Liabilities:

Accounts payable, accrued expenses and other liabilities

$

26,508

$

26,476

$

67,415

$

75,655

$

21,467

$

217,521

$

142

$

217,663

Related-party payable

 

 

 

53

 

43,990

 

44,043

 

 

44,043

Dividends payable

 

 

 

 

133,466

 

133,466

 

 

133,466

Derivative liabilities

 

1,290

477

 

37

 

1,423

 

12,188

 

15,415

 

 

15,415

Secured financing agreements, net

 

4,405,599

1,524,551

 

1,884,187

 

585,258

 

297,920

 

8,697,515

 

(13,950)

 

8,683,565

Unsecured senior notes, net

 

 

 

 

1,998,831

 

1,998,831

 

 

1,998,831

Secured borrowings on transferred loans

 

74,239

 

 

 

 

74,239

 

 

74,239

VIE liabilities, at fair value

 

 

 

 

 

 

52,195,042

 

52,195,042

Total Liabilities

 

4,507,636

1,551,504

 

1,951,639

 

662,389

 

2,507,862

 

11,181,030

 

52,181,234

 

63,362,264

Equity:

Starwood Property Trust, Inc. Stockholders’ Equity:

Common stock

 

 

 

 

2,808

 

2,808

 

 

2,808

Additional paid-in capital

 

1,430,503

761,992

 

645,561

 

87,779

 

2,069,321

 

4,995,156

 

 

4,995,156

Treasury stock

 

 

 

 

(104,194)

 

(104,194)

 

 

(104,194)

Accumulated other comprehensive income (loss)

 

53,516

 

5,208

 

(64)

 

 

58,660

 

 

58,660

Retained earnings (accumulated deficit)

 

3,015,676

(2,573)

 

13,570

 

913,642

 

(4,289,313)

 

(348,998)

 

 

(348,998)

Total Starwood Property Trust, Inc. Stockholders’ Equity

 

4,499,695

759,419

 

664,339

 

1,001,357

 

(2,321,378)

 

4,603,432

 

 

4,603,432

Non-controlling interests in consolidated subsidiaries

 

10,287

 

254,862

 

14,706

 

 

279,855

 

16,902

 

296,757

Total Equity

 

4,509,982

759,419

 

919,201

 

1,016,063

 

(2,321,378)

 

4,883,287

 

16,902

 

4,900,189

Total Liabilities and Equity

$

9,017,618

$

2,310,923

$

2,870,840

$

1,678,452

$

186,484

$

16,064,317

$

52,198,136

$

68,262,453

63

Table of Contents 

23. Subsequent Events

Our significant events subsequent to September 30, 2019 were as follows:

Secured Financing Agreements

In October 2019, we entered into a $500.0 million credit agreement to finance loans within the Infrastructure Lending Segment. The facility carries a three-year revolving term with two one-year revolving extension options and an annual interest rate of LIBOR + 1.75%.

In October 2019, we entered into a $600.0 million first mortgage and mezzanine loan to refinance our existing Medical Office Portfolio debt of $494.3 million.  The facility carries a two-year term with three one-year extension options and a weighted average floating rate of interest of LIBOR + 2.07%, which we have swapped to fixed rate.

Residential Mortgage Loan Securitization

In October 2019, we securitized residential mortgage loans held-for-sale with a principal balance of $370.3 million.

The Retail Fund

On November 8, 2019, the secured financing of the Retail Fund, an investment in which we own a 33% equity interest (see Note 7), reached its maturity date. We believe the Retail Fund will not have the ability to repay the financing at maturity and such inability to repay may constitute an event of default under its financing facilities. 

Dividend Declaration

On November 8, 2019, our board of directors declared a dividend of $0.48 per share for the fourth quarter of 2019, which is payable on January 15, 2020 to common stockholders of record as of December 31, 2019.

64

Table of Contents 

Item 2. 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” should be read in conjunction with the information included elsewhere in this Quarterly Report on Form 10-Q and in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 (our “Form 10-K”). 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. See “Special Note Regarding Forward-Looking Statements” at the beginning of this Quarterly Report on Form 10-Q.

Overview

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 both the United States (“U.S.”) and Europe. 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 September 30, 2019 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 and residential first mortgages, 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 both the U.S. and Europe (including distressed or non-performing loans).

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”).

Refer to Note 1 of our condensed consolidated financial statements included herein (the “Condensed Consolidated Financial Statements”) for further discussion of our business and organization.

65

Table of Contents 

Developments During the Third Quarter of 2019

Commercial and Residential Lending Segment

In August 2019, we refinanced a pool of our commercial loans held-for-investment through a collateralized loan obligation (“CLO”), STWD 2019-FL1. The CLO has a contractual maturity of July 2038 and a weighted average cost of financing of LIBOR + 1.65%, inclusive of the amortization of deferred issuance costs. On the closing date, the CLO issued $1.1 billion principal amount of notes, of which $936.4 million 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.

Originated or acquired $1.2 billion of commercial loans during the quarter, including the following:

o $300.0 million first mortgage loan for the construction of the final phase of a 3.4 million square foot mixed use, waterfront property located in Washington D.C., of which the Company funded $5.3 million.

o £203.1 million ($249.6 million) first mortgage loan for the construction of 79 residential units and a 50-key five star hotel located in London, England, which was unfunded as of September 30, 2019.

o £185.0 million ($230.8 million) first mortgage loan for the acquisition and refurbishment of an office building located in London, England, which was unfunded as of September 30, 2019.

o $112.0 million first mortgage and mezzanine loan for the refinancing of a nine-story, 355-key hotel located in Washington D.C., of which the Company funded $86.1 million.

o $110.3 million first mortgage loan for the refinancing of 13 Class A and B office properties located in Long Island, New York, of which the Company funded $101.3 million.

Funded $276.1 million of previously originated commercial loan commitments.

Received gross proceeds of $825.2 million (net proceeds of $405.5 million) from sales, maturities and principal repayments on our commercial loans, preferred equity interests and single-borrower CMBS, of which $53.3 million related to loan sales.

Acquired $618.2 million of residential mortgage loans.

Received proceeds of $569.6 million, including retained RMBS of $52.8 million, from the securitization of $546.0 million of residential mortgage loans.

Infrastructure Lending Segment

Acquired $124.7 million of infrastructure loans and funded $30.3 million of pre-existing infrastructure loan commitments.

Received proceeds of $47.0 million from sales of infrastructure loans and $237.4 million from maturities and principal repayments on our infrastructure loans and bonds.

Investing and Servicing Segment

Originated commercial conduit loans of $505.4 million. Separately, received proceeds of $274.7 million from sales of previously originated commercial conduit loans.

66

Table of Contents 

Obtained five new special servicing assignments for CMBS trusts with a total unpaid principal balance of $3.2 billion.

Acquired CMBS for a purchase price of $10.2 million, net of non-controlling interests, and sold CMBS for total gross proceeds of $23.0 million.

Acquired commercial real estate from a CMBS trust for a gross purchase price of $8.8 million.

Sold commercial real estate for gross proceeds of $51.5 million and recognized a net gain of $16.7 million.

Corporate Financing

Entered into the following credit agreements: (i) a $400.0 million term loan facility that carries a seven-year term and an annual interest rate of LIBOR + 2.50%; and (ii) a $100.0 million revolving credit facility that carries a five-year term and an annual interest rate of LIBOR + 3.00%. A portion of the net proceeds from the term loan was used to repay the amount outstanding under our previous term loan.

Developments During the Nine Months Ended September 30, 2019

Commercial and Residential Lending Segment

Executed a $1.1 billion CLO as discussed above under “Developments During the Third Quarter of 2019”

Originated or acquired $3.3 billion of commercial loans during the period, including the following:

o $379.0 million first mortgage and mezzanine loan for the acquisition and redevelopment of two office buildings located in New York, of which the Company funded $236.0 million.

o £249.9 million ($319.7 million) first mortgage loan to the owner of the United Kingdom’s market leading convention and exhibition center business. The loan is secured by five large conference facilities totaling over two million square feet and was fully funded.

o $300.0 million first mortgage loan for the construction of the final phase of a 3.4 million square foot mixed use, waterfront property located in Washington D.C., of which the Company funded $5.3 million.

o $257.5 million first mortgage loan for the construction of an 800,000 square foot office campus on 18.1 acres located in California that is pre-leased to an investment grade tenant, of which the Company funded $114.1 million.

o £203.1 million ($249.6 million) first mortgage loan for the construction of 79 residential units and a 50-key five star hotel located in London, England, which was unfunded as of September 30, 2019.

Funded $665.9 million of previously originated commercial loan commitments.

Received gross proceeds of $2.3 billion (net proceeds of $1.2 billion) from sales, maturities and principal repayments on our commercial loans, preferred equity interests and single-borrower CMBS, of which $552.4 million related to loan sales.

Acquired $1.6 billion of residential mortgage loans.

Received proceeds of $921.6 million, including retained RMBS of $79.1 million, from the securitization of $886.2 million of residential mortgage loans.

67

Table of Contents 

Infrastructure Lending Segment

Acquired $387.2 million of infrastructure loans and funded $115.2 million of pre-existing infrastructure loan commitments.

Received proceeds of $393.3 million from sales of infrastructure loans and $600.8 million from maturities and principal repayments on our infrastructure loans and bonds.

Investing and Servicing Segment

Originated commercial conduit loans of $1.1 billion. Separately, received proceeds of $826.9 million from sales of previously originated commercial conduit loans.

Obtained 14 new special servicing assignments for CMBS trusts with a total unpaid principal balance of $10.6 billion.

Acquired CMBS for a purchase price of $58.7 million, net of non-controlling interests, and sold CMBS for total gross proceeds of $85.7 million.

Acquired commercial real estate from a CMBS trust for a gross purchase price of $8.8 million.

Sold commercial real estate for gross proceeds of $51.5 million and recognized a net gain of $16.7 million.

Corporate Financing

Settled the remaining $78.0 million of our 4.00% Convertible Senior Notes due 2019 (the “2019 Notes”) through the issuance of 3.6 million shares of common stock and cash payments of $12.0 million.

Entered into the following credit agreements: (i) a $400.0 million term loan facility that carries a seven-year term and an annual interest rate of LIBOR + 2.50%; and (ii) a $100.0 million revolving credit facility that carries a five-year term and an annual interest rate of LIBOR + 3.00%. A portion of the net proceeds from the term loan was used to repay the amount outstanding under our previous term loan.

Subsequent Events

Refer to Note 23 to the Condensed Consolidated Financial Statements for disclosure regarding significant transactions that occurred subsequent to September 30, 2019.

68

Table of Contents 

Results of Operations

The discussion below is based on accounting principles generally accepted in the United States of America (“GAAP”) and therefore reflects the elimination of certain key financial statement line items related to the consolidation of securitization variable interest entities (“VIEs”), particularly within revenues and other income, as discussed in Note 2 to the Condensed Consolidated Financial Statements. For a discussion of our results of operations excluding the impact of Accounting Standards Codification (“ASC”) Topic 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 three and nine months ended September 30, 2019 and 2018 by business segment (amounts in thousands):

For the Three Months Ended

For the Nine Months Ended

September 30,

September 30,

    

2019

    

2018

    

$ Change

    

2019

    

2018

    

$ Change

Revenues:

Commercial and Residential Lending Segment

$

163,808

$

158,596

$

5,212

$

526,418

$

465,838

$

60,580

Infrastructure Lending Segment

23,612

3,204

20,408

78,264

3,204

75,060

Property Segment

72,376

76,236

(3,860)

215,389

217,529

(2,140)

Investing and Servicing Segment

 

67,397

 

87,406

 

(20,009)

 

199,980

 

246,116

 

(46,136)

Corporate

 

 

89

 

(89)

26

227

(201)

Securitization VIE eliminations

 

(38,863)

 

(39,812)

 

949

 

(110,086)

 

(117,052)

 

6,966

 

288,330

 

285,719

 

2,611

 

909,991

 

815,862

 

94,129

Costs and expenses:

Commercial and Residential Lending Segment

 

60,959

 

52,154

 

8,805

 

199,176

 

161,786

 

37,390

Infrastructure Lending Segment

18,773

9,520

9,253

64,143

9,520

54,623

Property Segment

69,126

72,663

(3,537)

204,813

220,047

(15,234)

Investing and Servicing Segment

 

42,288

 

38,973

 

3,315

 

121,746

 

119,070

 

2,676

Corporate

 

62,155

 

59,165

 

2,990

 

170,231

 

187,629

 

(17,398)

Securitization VIE eliminations

 

(57)

 

(79)

 

22

 

(107)

 

(255)

 

148

 

253,244

 

232,396

 

20,848

 

760,002

 

697,797

 

62,205

Other income (loss):

Commercial and Residential Lending Segment

 

12,309

 

5,143

 

7,166

 

20,086

 

16,052

 

4,034

Infrastructure Lending Segment

(2,604)

(76)

(2,528)

(8,669)

(76)

(8,593)

Property Segment

6,115

7,884

(1,769)

(46,502)

36,531

(83,033)

Investing and Servicing Segment

 

59,349

 

(1,428)

 

60,777

 

111,941

 

63,742

 

48,199

Corporate

5,317

(6,779)

12,096

30,186

(26,148)

56,334

Securitization VIE eliminations

 

38,942

 

39,595

 

(653)

 

110,304

 

117,579

 

(7,275)

 

119,428

 

44,339

 

75,089

 

217,346

 

207,680

 

9,666

Income (loss) before income taxes:

Commercial and Residential Lending Segment

 

115,158

 

111,585

 

3,573

 

347,328

 

320,104

 

27,224

Infrastructure Lending Segment

2,235

(6,392)

8,627

5,452

(6,392)

11,844

Property Segment

9,365

11,457

(2,092)

(35,926)

34,013

(69,939)

Investing and Servicing Segment

 

84,458

 

47,005

 

37,453

 

190,175

 

190,788

 

(613)

Corporate

(56,838)

(65,855)

9,017

(140,019)

(213,550)

73,531

Securitization VIE eliminations

 

136

 

(138)

 

274

 

325

 

782

 

(457)

 

154,514

 

97,662

 

56,852

 

367,335

 

325,745

 

41,590

Income tax provision

 

(4,513)

 

(8,281)

 

3,768

 

(8,380)

 

(14,480)

 

6,100

Net income attributable to non-controlling interests

 

(9,605)

 

(4,845)

 

(4,760)

 

(21,160)

 

(17,567)

 

(3,593)

Net income attributable to Starwood Property Trust, Inc.

$

140,396

$

84,536

$

55,860

$

337,795

$

293,698

$

44,097

69

Table of Contents 

Three Months Ended September 30, 2019 Compared to the Three Months Ended September 30, 2018

Commercial and Residential Lending Segment

Revenues

For the three months ended September 30, 2019, revenues of our Commercial and Residential Lending Segment increased $5.2 million to $163.8 million, compared to $158.6 million for the three months ended September 30, 2018. This increase was primarily due to an increase in interest income from investment securities of $7.8 million, partially offset by a decrease in interest income from loans of $2.6 million. The increase in interest income from investment securities was primarily due to higher average investment balances. The decrease in interest income from loans was principally due to (i) the recognition in the 2018 quarter of a $2.8 million profit participation in a mortgage loan that was repaid in 2016 and (ii) the compression of interest rate spreads in credit markets, partially offset by (iii) higher average balances of both commercial and residential loans.

Costs and Expenses

For the three months ended September 30, 2019, costs and expenses of our Commercial and Residential Lending Segment increased $8.8 million to $60.9 million, compared to $52.1 million for the three months ended September 30, 2018. This increase was primarily due to an $8.5 million increase in interest expense associated with the various secured financing facilities used to fund a portion of this segment’s investment portfolio.

Net Interest Income (amounts in thousands)

For the Three Months Ended

September 30,

    

2019

    

2018

    

Change

Interest income from loans

$

145,290

$

147,913

$

(2,623)

Interest income from investment securities

 

18,163

 

10,320

 

7,843

Interest expense

 

(51,844)

 

(43,322)

 

(8,522)

Net interest income

$

111,609

$

114,911

$

(3,302)

For the three months ended September 30, 2019, net interest income of our Commercial and Residential Lending Segment decreased $3.3 million to $111.6 million, compared to $114.9 million for the three months ended September 30, 2018. This decrease reflects the net increase in interest income explained in the Revenues discussion above, which was more than offset by the increase in interest expense on our secured financing facilities primarily due to increased utilization of our available borrowing capacity.

During the three months ended September 30, 2019 and 2018, the weighted average unlevered yields on the Commercial and Residential Lending Segment’s loans and investment securities were as follows:

For the Three Months Ended

September 30,

2019

2018

Commercial

7.1

%

7.3

%

Residential

6.5

%

6.7

%

Overall

7.0

%

7.3

%

The overall weighted average unlevered yield was slightly lower due to (i) the recognition in the 2018 quarter of a $2.8 million profit participation in a mortgage loan and (ii) the compression of interest rate spreads in credit markets.

During the three months ended September 30, 2019 and 2018, 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 4.2% and 4.4%, respectively, and 4.2% and 4.3%, respectively, excluding the impact of bridge financing. The decreases in borrowing rates primarily reflect the compression of interest rate spreads in credit markets.

70

Table of Contents 

Other Income

For the three months ended September 30, 2019, other income of our Commercial and Residential Lending Segment increased $7.2 million to $12.3 million compared to $5.1 million for the three months ended September 30, 2018. This increase was primarily due to (i) an $8.7 million favorable change in fair value of residential mortgage loans, (ii) an $8.4 million increased gain on derivatives and (iii) a $2.0 million increase in earnings from unconsolidated entities, all partially offset by (iv) an $11.8 million increase in foreign currency loss. The increased gain on derivatives reflects a $15.2 million higher gain on foreign currency hedges, partially offset by a $6.8 million unfavorable change in 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 higher gain on the foreign currency hedges and the increase in foreign currency loss reflect the overall strengthening of the U.S. dollar against the pound sterling (“GBP”) in the third quarter of 2019 versus a lesser strengthening of the U.S. dollar in the third quarter of 2018. The interest rate swaps are used primarily to fix our interest rate payments on certain variable rate borrowings which fund fixed rate investments.

Infrastructure Lending Segment

The Infrastructure Lending Segment was acquired on September 19, 2018. Therefore, its results for the quarter and nine months ended September 30, 2018 reflect only the last 12 days of those periods and are not comparable to its results for the three and nine months ended September 30, 2019. Accordingly, the following discussion attempts no comparison to the prior year results.

Revenues

For the three months ended September 30, 2019 and 2018, revenues of our Infrastructure Lending Segment were $23.6 million and $3.2 million, respectively, which includes interest income from loans of $22.8 million and $3.1 million, respectively, and $0.8 million and $0.1 million, respectively, from investment securities.

Costs and Expenses

For the three months ended September 30, 2019 and 2018, costs and expenses of our Infrastructure Lending Segment were $18.8 million and $9.5 million, respectively, which includes interest expense on secured debt facilities used to finance this segment’s investment portfolio of $14.4 million and $2.3 million, respectively, and $4.3 million and $0.5 million, respectively, of general and administrative expenses. Also included in the three months ended September 2018 were $6.7 million of acquisition costs.

Net Interest Income (amounts in thousands)

For the Three Months Ended

September 30,

    

2019

    

2018

Interest income from loans

$

22,763

$

3,053

Interest income from investment securities

 

810

 

107

Interest expense

 

(14,422)

 

(2,258)

Net interest income

$

9,151

$

902

Interest income from infrastructure loans and investment securities and interest expense on the secured financing facilities reflect primarily variable LIBOR based rates.

71

Table of Contents 

  During the three months ended September 30, 2019 and 2018, the weighted average unlevered yields on the Infrastructure Lending Segment’s investments were as follows:

For the Three Months Ended

September 30,

2019

2018

Loans and investment securities held-for-investment

6.1

%

5.3

%

Loans held-for-sale

4.2

%

3.5

%

During both the three months ended September 30, 2019 and 2018, the Infrastructure Lending Segment’s weighted average secured borrowing rate, inclusive of the amortization of deferred financing fees, was 4.7%.

Other Loss

For the three months ended September 30, 2019 and 2018, other loss of our Infrastructure Lending Segment was $2.6 million and $0.1 million, respectively. Other loss for the three months ended September 30, 2019 primarily reflects a $2.1 million 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)

    

$ Change from prior period

Costs and

Gain (loss) on derivative

Income (loss) before

Revenues

    

expenses

    

financial instruments

    

Other income (loss)

    

income taxes

Master Lease Portfolio

$

(4,842)

$

(3,910)

$

$

(1)

$

(933)

Medical Office Portfolio

(1,161)

(1,314)

(7,258)

(7,105)

Ireland Portfolio

(828)

463

7,263

(7)

5,965

Woodstar I Portfolio

1,285

2,902

(1,617)

Woodstar II Portfolio

1,686

(1,449)

(1)

3,134

Investment in unconsolidated entities

 

 

 

 

(1,765)

 

(1,765)

Other/Corporate

(229)

229

Total

$

(3,860)

$

(3,537)

$

5

$

(1,774)

$

(2,092)

See Note 6 to the Condensed Consolidated Financial Statements for a description of the above-referenced Property Segment portfolios.

Revenues

For the three months ended September 30, 2019, revenues of our Property Segment decreased $3.8 million to $72.4 million, compared to $76.2 million for the three months ended September 30, 2018. The decrease in revenues in the third quarter of 2019 was primarily due to (i) the sale of four properties within the Master Lease portfolio during the fourth quarter of 2018 and (ii) no longer recording as revenues and offsetting expenses property taxes paid directly by lessees, in accordance with the new lease accounting standard effective January 1, 2019 (see Note 2 to the Consolidated Financial Statements) in both the Master Lease and Medical Office Portfolios, partially offset by (iii) increased rental income in the Woodstar Portfolios due to rental rate increases.

Costs and Expenses

For the three months ended September 30, 2019, costs and expenses of our Property Segment decreased $3.5 million to $69.1 million, compared to $72.6 million for the three months ended September 30, 2018. The decrease in costs and expenses primarily reflects (i) the sale of four properties within the Master Lease portfolio during the fourth quarter of 2018, (ii) no longer recording as revenues and offsetting expenses property taxes paid directly by lessees, as discussed above, and (iii) decreased expenses in the Woodstar II Portfolio primarily due to in-place lease intangibles becoming fully amortized.

72

Table of Contents 

Other Income

For the three months ended September 30, 2019, other income of our Property Segment decreased $1.8 million to $6.1 million, compared to $7.9 million for the three months ended September 30, 2018. The decrease in other income was primarily due to lower earnings from our equity investee that owns four regional shopping malls (the “Retail Fund”), which is an investment company that measures its assets at fair value. There was also a $7.3 million unfavorable change in interest rate swaps which primarily hedge the variable interest rate risk on borrowings secured by our Medical Office Portfolio, offset by a $7.3 million increased gain on foreign exchange contracts which economically hedge our Euro currency exposure with respect to the Ireland Portfolio.

Investing and Servicing Segment

Revenues

For the three months ended September 30, 2019, revenues of our Investing and Servicing Segment decreased $20.0 million to $67.4 million, compared to $87.4 million for the three months ended September 30, 2018. The decrease in revenues in the third quarter of 2019 was primarily due to decreases of (i) $15.9 million in servicing fees, (ii) $2.7 million in rental income from our REIS Equity Portfolio (see Note 3 to the Condensed Consolidated Financial Statements) due to the sale of four properties since September 30, 2018 and (iii) $1.9 million in CMBS interest income.

Costs and Expenses

For the three months ended September 30, 2019, costs and expenses of our Investing and Servicing Segment increased by $3.3 million to $42.3 million, compared to $39.0 million for the three months ended September 30, 2018, primarily due to variable expenses related to conduit loan securitizations.

Other Income (Loss)

For the three months ended September 30, 2019, other income (loss) of our Investing and Servicing Segment improved $60.7 million to income of $59.3 million, from a loss of $1.4 million for the three months ended September 30, 2018. The increase in other income was primarily due to (i) a $27.4 million greater increase in fair value of our CMBS investments, (ii) a $19.8 million greater increase in fair value of conduit loans, (iii) a $19.3 million increase in gains on sales of operating properties, (iv) a $2.0 million lesser decrease in fair value of servicing rights primarily reflecting the expected reduction in amortization of this deteriorating asset net of increases in fair value due to the attainment of new servicing contracts, all partially offset by (v) a $9.5 million unfavorable change in gain (loss) on derivatives which primarily hedge our interest rate risk on conduit loans.

Corporate and Other Items

Corporate Costs and Expenses

For the three months ended September 30, 2019, corporate expenses increased $3.0 million to $62.2 million, compared to $59.2 million for the three months ended September 30, 2018. The increase was primarily due to a $3.9 million increase in management fees, partially offset by a $1.3 million decrease in interest expense principally on lower average outstanding balances of our unsecured senior notes.

Corporate Other Income (Loss)

For the three months ended September 30, 2019, corporate other income (loss) improved $12.1 million to income of $5.3 million, compared to a loss of $6.8 million for the three months ended September 30, 2018. The increase in corporate other income was primarily due to an $11.8 million favorable change in gain (loss) on interest rate swaps used to hedge a portion of our unsecured senior notes used to repay variable-rate secured financing.

73

Table of Contents 

Securitization VIE Eliminations

Securitization VIE eliminations primarily reclassify interest income and servicing fee revenues to other income for the CMBS and RMBS VIEs that we consolidate as primary beneficiary. Such eliminations have no overall effect on net income 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 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.

Income Tax Provision

Our consolidated income tax provision principally relates to the taxable nature of our loan servicing and loan conduit businesses and certain other real estate related investing activities which are housed in taxable REIT subsidiaries (“TRSs”). For the three months ended September 30, 2019, we had a tax provision of $4.5 million compared to $8.3 million in the three months ended September 30, 2018. The $3.8 million decrease primarily reflects lower taxable income of our TRSs.

Net Income Attributable to Non-controlling Interests

During the three months ended September 30, 2019, net income attributable to non-controlling interests increased $4.8 million to $9.6 million, compared to $4.8 million during the three months ended September 30, 2018. The increase was primarily due to the minority interests on the gain from an Investing and Servicing Segment operating property sold during the third quarter of 2019.

Nine Months Ended September 30, 2019 Compared to the Nine Months Ended September 30, 2018

Commercial and Residential Lending Segment

Revenues

For the nine months ended September 30, 2019, revenues of our Commercial and Residential Lending Segment increased $60.6 million to $526.4 million, compared to $465.8 million for the nine months ended September 30, 2018. This increase was primarily due to increases in interest income from loans of $31.8 million and investment securities of $28.7 million. The increase in interest income from loans was principally due to (i) higher average LIBOR rates, (ii) higher average balances of both commercial and residential loans and (iii) higher levels of prepayment related income, partially offset by (iv) the compression of interest rate spreads in credit markets and (v) the recognition in the 2018 period of a $15.1 million profit participation in a mortgage loan that was repaid in 2016. The increase in interest income from investment securities was primarily due to higher average investment balances.

Costs and Expenses

For the nine months ended September 30, 2019, costs and expenses of our Commercial and Residential Lending Segment increased $37.4 million to $199.2 million, compared to $161.8 million for the nine months ended September 30, 2018. This increase was primarily due to a $61.8 million increase in interest expense associated with the various secured financing facilities used to fund a portion of this segment’s investment portfolio, partially offset by a $25.7 million decrease in loan loss provision principally relating to impairment charges on certain commercial loans in the 2018 second quarter.

74

Table of Contents 

Net Interest Income (amounts in thousands)

For the Nine Months Ended

September 30,

    

2019

    

2018

    

Change

Interest income from loans

$

462,956

$

431,153

$

31,803

Interest income from investment securities

 

62,438

 

33,689

 

28,749

Interest expense

 

(172,012)

 

(110,169)

 

(61,843)

Net interest income

$

353,382

$

354,673

$

(1,291)

For the nine months ended September 30, 2019, net interest income of our Commercial and Residential Lending Segment decreased $1.3 million to $353.4 million, compared to $354.7 million for the nine months ended September 30, 2018. This decrease reflects the net increase in interest income explained in the Revenues discussion above, which was slightly more than offset by the increase in interest expense on our secured financing facilities primarily due to increased utilization of our available borrowing capacity.

During the nine months ended September 30, 2019 and 2018, the weighted average unlevered yields on the Commercial and Residential Lending Segment’s loans and investment securities were as follows:

For the Nine Months Ended

September 30,

2019

2018

Commercial

7.5

%

7.7

%

Residential

6.9

%

6.8

%

Overall

7.4

%

7.6

%

The overall weighted average unlevered yield was slightly lower as higher average LIBOR rates and higher levels of prepayment related income were more than offset by the compression of interest rate spreads in credit markets and the recognition in the 2018 period of a $15.1 million profit participation in a mortgage loan.

During the nine months ended September 30, 2019 and 2018, 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 4.4% and 4.3%, respectively, and 4.4% and 4.2%, respectively, excluding the impact of bridge financing. The increases in borrowing rates primarily reflect higher average LIBOR rates, partially offset by the compression of interest rate spreads in credit markets.

Other Income

For the nine months ended September 30, 2019, other income of our Commercial and Residential Lending Segment increased $4.0 million to $20.1 million, compared to $16.1 million for the nine months ended September 30, 2018. The increase was primarily due to (i) a $14.0 million net favorable change in fair value of residential mortgage loans and investment securities, (ii) a $4.8 million increase in earnings from unconsolidated entities and (iii) a $3.0 million increase in gain on sale of investments, all partially offset by (iv) a $13.8 million increase in foreign currency loss and (v) a $3.9 million decrease in net gains on derivatives. The decrease in net gains on derivatives reflects a $26.8 million unfavorable change in interest rate swaps, partially offset by a $22.9 million higher gain on foreign currency hedges. The interest rate swaps are used primarily to fix our interest rate payments on certain variable rate borrowings which fund fixed rate investments. 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 higher gain on the foreign currency hedges and the increase in foreign currency loss reflect the overall strengthening of the U.S. dollar against the pound sterling (“GBP”) in the first nine months of 2019 versus a lesser strengthening of the U.S. dollar in the first nine months of 2018.

75

Table of Contents 

Infrastructure Lending Segment

The Infrastructure Lending Segment was acquired on September 19, 2018. Therefore, its results for the quarter and nine months ended September 30, 2018 reflect only the last 12 days of those periods and are not comparable to its results for the three and nine months ended September 30, 2019. Accordingly, the following discussion attempts no comparison to the prior year results.

Revenues

For the nine months ended September 30, 2019 and 2018, revenues of our Infrastructure Lending Segment were $78.3 million and $3.2 million, respectively, which includes interest income from loans of $75.0 million and $3.1 million, respectively, and $2.6 million and $0.1 million, respectively, from investment securities.

Costs and Expenses

For the nine months ended September 30, 2019 and 2018, costs and expenses of our Infrastructure Lending Segment were $64.1 million and $9.5 million, respectively, which includes interest expense on secured debt facilities used to finance this segment’s investment portfolio of $49.3 million and $2.3 million, respectively, and $13.6 million and $0.5 million, respectively, of general and administrative expenses. Also included in the three months ended September 2018 were $6.7 million of acquisition costs.

Net Interest Income (amounts in thousands)

For the Nine Months Ended

September 30, 2019

    

2019

    

2018

Interest income from loans

$

74,969

$

3,053

Interest income from investment securities

 

2,563

 

107

Interest expense

 

(49,257)

 

(2,258)

Net interest income

$

28,275

$

902

Interest income from infrastructure loans and investment securities and interest expense on the secured financing facilities reflect primarily variable LIBOR based rates.

76

Table of Contents 

During the nine months ended September 30, 2019 and 2018, the weighted average unlevered yields on the Infrastructure Lending Segment’s investments were as follows:

For the Nine Months Ended

September 30,

2019

2018

Loans and investment securities held-for-investment

6.2

%

5.3

%

Loans held-for-sale

4.0

%

3.5

%

During both the nine months ended September 30, 2019 and 2018, the Infrastructure Lending Segment’s weighted average secured borrowing rate, inclusive of the amortization of deferred financing fees, was 4.7%.

Other Loss

For the nine months ended September 30, 2019 and 2018, other loss of our Infrastructure Lending Segment was $8.7 million and $0.1 million, respectively. Other loss for the nine months ended September 30, 2019 primarily reflects an $8.2 million 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)

    

$ Change from prior year

Costs and

Gain (loss) on derivative

Income (loss) before

Revenues

    

expenses

    

financial instruments

    

Other income (loss)

    

income taxes

Master Lease Portfolio

$

(15,249)

$

(11,669)

$

$

(6,883)

$

(10,463)

Medical Office Portfolio

(993)

(1,244)

(37,431)

(490)

(37,670)

Ireland Portfolio

(1,193)

261

5,740

(7)

4,279

Woodstar I Portfolio

2,955

895

2,060

Woodstar II Portfolio

12,340

(2,615)

(18)

14,937

Investment in unconsolidated entities

 

 

 

 

(43,944)

 

(43,944)

Other/Corporate

(862)

862

Total

$

(2,140)

$

(15,234)

$

(31,691)

$

(51,342)

$

(69,939)

See Note 6 to the Condensed Consolidated Financial Statements for a description of the above-referenced Property Segment portfolios.

Revenues

For the nine months ended September 30, 2019, revenues of our Property Segment decreased $2.1 million to $215.4 million, compared to $217.5 million for the nine months ended September 30, 2018. The decrease in revenues in the nine months of 2019 was primarily due to a decrease in rental income from the Master Lease Portfolio due to (i) the sale of seven properties within the Master Lease portfolio during 2018 and (ii) no longer recording as revenues and offsetting expenses property taxes paid directly by lessees, in accordance with the new lease accounting standard effective January 1, 2019 (see Note 2 to the Consolidated Financial Statements) in both the Master Lease and Medical Office Portfolios, partially offset by (iii) the full period inclusion of rental income from the Woodstar II Portfolio, which was acquired over a period between December 2017 and September 2018, and (iv) rental rate increases in both Woodstar Portfolios.

Costs and Expenses

For the nine months ended September 30, 2019, costs and expenses of our Property Segment decreased $15.2 million to $204.8 million, compared to $220.0 million for the nine months ended September 30, 2018. The decrease in costs and expenses primarily reflects (i) the sale of seven properties within the Master Lease portfolio during 2018, (ii) no longer recording as revenues and offsetting expenses property taxes paid directly by lessees, as discussed above, and

77

Table of Contents 

(iii) decreased expenses in the Woodstar II Portfolio primarily due to in-place lease intangibles becoming fully amortized, partially offset by (iv) the full period inclusion of the properties acquired in the Woodstar II Portfolio since January 2018.

Other Income (Loss)

For the nine months ended September 30, 2019, other income (loss) of our Property Segment decreased $83.0 million to a loss of $46.5 million, compared to income of $36.5 million for the nine months ended September 30, 2018. The decrease in other income was primarily due to (i) a $43.9 million unfavorable change in earnings (loss) from an unconsolidated entity, (ii) a $31.7 million unfavorable change in gain (loss) on derivatives and (iii) the non-recurrence of a $6.9 million net gain on sale of three properties in the Master Lease Portfolio during the nine months of 2018. The $43.9 million unfavorable change in earnings (loss) from an unconsolidated entity principally reflects the recognition in the 2019 first quarter of decreases in fair value of properties held by the Retail Fund (see Note 7 to the Consolidated Financial Statements). The $31.7 million unfavorable change in gain (loss) on derivatives consists of (i) a $37.4 million unfavorable change in interest rate swaps which primarily hedge the variable interest rate risk on borrowings secured by our Medical Office Portfolio, partially offset by (ii) a $5.7 million increased gain on foreign exchange contracts which economically hedge our Euro currency exposure with respect to the Ireland Portfolio.

Investing and Servicing Segment

Revenues

For the nine months ended September 30, 2019, revenues of our Investing and Servicing Segment decreased $46.1 million to $200.0 million, compared to $246.1 million for the nine months ended September 30, 2018. The decrease in revenues in the nine months of 2019 was primarily due to decreases of (i) $30.9 million in servicing fees, (ii) $11.3 million in CMBS interest income principally due to lower interest recoveries and (iii) $3.3 million in rental income from our REIS Equity Portfolio due to the sale of four properties since September 30, 2018.

Costs and Expenses

For the nine months ended September 30, 2019, costs and expenses of our Investing and Servicing Segment increased by $2.6 million to $121.7 million, compared to $119.1 million for the nine months ended September 30, 2018. The increase in costs and expenses was primarily due to a $6.9 million increase in interest expense principally related to the financing of our CMBS portfolio, partially offset by decreases of $2.1 million in general and administrative expenses primarily related to our special servicing business and $1.2 million in depreciation and amortization related to our REIS Equity Portfolio.

Other Income

For the nine months ended September 30, 2019, other income of our Investing and Servicing Segment increased $48.2 million to $111.9 million, from $63.7 million for the nine months ended September 30, 2018. The increase in other income was primarily due to (i) a $32.3 million greater increase in fair value of our CMBS investments, (ii) a $22.1 million greater increase in fair value of conduit loans, (iii) a $12.8 million lesser decrease in fair value of servicing rights primarily reflecting the expected reduction in amortization of this deteriorating asset net of increases in fair value due to the attainment of new servicing contracts and (iv) a $3.4 million increase in gains on sales of operating properties, all partially offset by (v) a $24.5 million unfavorable change in gain (loss) on derivatives which primarily hedge our interest rate risk on conduit loans.

Corporate and Other Items

Corporate Costs and Expenses

For the nine months ended September 30, 2019, corporate expenses decreased $17.4 million to $170.2 million, compared to $187.6 million for the nine months ended September 30, 2018. The decrease was primarily due to an $11.3 million decrease in interest expense principally on lower average outstanding balances of our unsecured senior notes and an $8.0 million decrease in management fees.

78

Table of Contents 

Corporate Other Income (Loss)

For the nine months ended September 30, 2019, corporate other income (loss) improved $56.3 million to income of $30.2 million, compared to a loss of $26.1 million for the nine months ended September 30, 2018. The increase in corporate other income was primarily due to a $56.1 million favorable change in gain (loss) on interest rate swaps used to hedge a portion of our unsecured senior notes used to repay variable-rate secured financing.

Securitization VIE Eliminations

Refer to the preceding comparison of the three months ended September 30, 2019 to the three months ended September 30, 2018 for a discussion of the nature of securitization VIE eliminations.

Income Tax Provision

Our consolidated income tax provision principally relates to the taxable nature of our loan servicing and loan conduit businesses and certain other real estate related investing activities which are housed in TRSs. For the nine months ended September 30, 2019, we had a tax provision of $8.4 million compared to $14.5 million in the nine months ended September 30, 2018. The $6.1 million decrease primarily reflects a decrease in the taxable income of our TRSs.

Net Income Attributable to Non-controlling Interests

During the nine months ended September 30, 2019, net income attributable to non-controlling interests increased $3.6 million to $21.2 million, compared to $17.6 million during the nine months ended September 30, 2018. The increase was primarily due to increased non-controlling interests in our Woodstar II Portfolio, which consists of properties acquired in and after December 2017.

Non-GAAP Financial Measures

Core Earnings is a non-GAAP financial measure. We calculate Core Earnings as GAAP net income (loss) excluding the following:

(i) non-cash equity compensation expense;

(ii) 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) any unrealized gains, losses or other non-cash items recorded in net income for the period, regardless of whether such items are included in other comprehensive income or loss, or in net income; and

(vi) any deductions for distributions payable with respect to equity securities of subsidiaries issued in exchange for properties or interests therein.

We believe that Core Earnings provides an additional measure of our core operating performance by eliminating the impact of certain non-cash expenses and facilitating a comparison of our financial results to those of other comparable REITs with fewer or no non-cash adjustments and comparison of our own operating results from period to period. Our management uses Core Earnings in this way, and also uses Core Earnings to compute the incentive fee due under our management agreement. The Company believes that its investors also use Core Earnings or a comparable supplemental performance measure to evaluate and compare the performance of the Company and its peers, and as such, the Company believes that the disclosure of Core Earnings is useful to (and expected by) its investors.

79

Table of Contents 

However, the Company cautions that Core Earnings does not represent cash generated from operating activities in accordance with GAAP and should not be considered as an alternative to net income (determined in accordance with GAAP), or an indication of our cash flows from operating activities (determined in accordance with GAAP), a measure of our liquidity, or an indication of funds available to fund our cash needs, including our ability to make cash distributions. In addition, our methodology for calculating Core Earnings may differ from the methodologies employed by other REITs to calculate the same or similar supplemental performance measures, and accordingly, our reported Core Earnings may not be comparable to the Core Earnings reported by other REITs.

The weighted average diluted share count applied to Core Earnings for purposes of determining Core Earnings per share (“EPS”) is computed using the GAAP diluted share count, adjusted for the following:

(i) Unvested stock awards – Currently, unvested stock awards are excluded from the denominator of GAAP EPS. The related compensation expense is also excluded from Core Earnings. In order to effectuate dilution from these awards in the Core Earnings computation, we adjust the GAAP diluted share count to include these shares.

(ii) 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 Core Earnings, we adjust the GAAP diluted share count to exclude the potential shares issuable upon conversion until a conversion occurs.

(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 Core EPS calculation (amounts in thousands):

For the Three Months Ended

For the Nine Months Ended

September 30,

September 30,

    

2019

    

2018

    

2019

    

2018

Diluted weighted average shares - GAAP

289,912

265,456

289,021

288,130

Add: Unvested stock awards

2,043

2,447

2,128

2,210

Add: Woodstar II Class A Units

11,001

9,939

11,491

8,298

Less: Convertible Notes dilution

(9,649)

(9,857)

(25,675)

Diluted weighted average shares - Core

 

293,307

 

277,842

 

292,783

 

272,963

The definition of Core 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 Core Earnings to be calculated in a manner consistent with its definition and objective. No adjustments to the definition of Core Earnings became effective during the nine months ended September 30, 2019.

As a reminder, in 2015, we adjusted the calculation of Core Earnings related to the equity component of our Convertible Notes. We previously amortized the equity component of these instruments through interest expense for Core Earnings purposes, consistent with our GAAP treatment. However, for Core Earnings purposes, the amount is not considered realized until the earlier of (a) the entire issuance of the notes has been extinguished; or (b) the equity portion has been fully amortized via repurchases of the notes.

In January 2019, our 2019 Notes were fully repaid in shares of common stock and cash. The equity portion of the 2019 Notes had been fully amortized. In March 2018, our 4.55% Convertible Senior Notes due 2018 (the “2018 Notes”) matured and were fully repaid in cash. The equity portion of the 2018 Notes had not been fully amortized. As a result, we reflected $10.0 million as a positive adjustment to Core Earnings, representing the $28.1 million equity

80

Table of Contents 

balance recognized upon issuance of the 2018 Notes, net of $18.1 million in adjustments related to cumulative repurchases through the maturity date.

The following table summarizes our quarterly Core Earnings per weighted average diluted share for the nine months ended September 30, 2019 and 2018:

Core Earnings For the Three-Month Periods Ended

    

March 31

    

June 30

September 30

2019

$

0.28

$

0.52

$

0.52

2018

0.58

0.54

0.53

Core Earnings per weighted average diluted share for the nine months ended September 30, 2019 and 2018 does not equal the sum of the individual quarters due to rounding and other computational factors.

81

Table of Contents 

Three Months Ended September 30, 2019 Compared to the Three Months Ended September 30, 2018

The following table presents our summarized results of operations and reconciliation to Core Earnings for the three months ended September 30, 2019, by business segment (amounts in thousands, except per share data):

   

Commercial

    

    

    

    

    

and

Residential

Infrastructure

Investing

Lending

Lending

Property

and Servicing

Segment

Segment

Segment

Segment

Corporate

Total

Revenues

$

163,808

$

23,612

$

72,376

$

67,397

$

$

327,193

Costs and expenses

 

(60,959)

 

(18,773)

 

(69,126)

 

(42,288)

(62,155)

 

(253,301)

Other income (loss)

 

12,309

 

(2,604)

 

6,115

 

59,349

 

5,317

 

80,486

Income (loss) before income taxes

 

115,158

 

2,235

 

9,365

 

84,458

(56,838)

 

154,378

Income tax (provision) benefit

 

(3,194)

 

475

 

 

(1,794)

 

(4,513)

Income attributable to non-controlling interests

 

 

 

(5,250)

 

(4,219)

 

 

(9,469)

Net income (loss) attributable to Starwood Property Trust, Inc.

111,964

 

2,710

 

4,115

 

78,445

(56,838)

 

140,396

Add / (Deduct):

Non-controlling interests attributable to Woodstar II Class A Units

5,250

 

5,250

Non-cash equity compensation expense

1,140

577

83

1,765

9,411

 

12,976

Management incentive fee

1,875

 

1,875

Acquisition and investment pursuit costs

6

(89)

(146)

 

(229)

Depreciation and amortization

339

15

23,440

4,444

 

28,238

Loan loss provision, net

(39)

 

(39)

Interest income adjustment for securities

(194)

5,345

 

5,151

Extinguishment of debt, net

(247)

(247)

Other non-cash items

321

191

152

 

664

Reversal of GAAP unrealized (gains) / losses on:

Loans held-for-sale

(10,088)

(22,433)

 

(32,521)

Securities

303

(22,476)

(22,173)

Derivatives

(15,749)

109

(4,576)

6,590

(6,913)

 

(20,539)

Foreign currency

15,337

319

8

 

15,664

Earnings from unconsolidated entities

(2,507)

(223)

(253)

 

(2,983)

Recognition of Core realized gains / (losses) on:

Loans held-for-sale

8,383

(230)

22,134

30,287

Securities

373

4,593

 

4,966

Derivatives

977

64

406

(7,875)

 

(6,428)

Foreign currency

(3,911)

(171)

(8)

 

(4,090)

Earnings from unconsolidated entities

2,298

1,324

 

3,622

Sales of properties

(7,221)

 

(7,221)

Core Earnings (Loss)

$

108,632

$

3,393

$

28,727

$

64,427

$

(52,560)

$

152,619

Core Earnings (Loss) per Weighted Average Diluted Share

$

0.37

$

0.01

$

0.10

$

0.22

$

(0.18)

$

0.52

82

Table of Contents 

The following table presents our summarized results of operations and reconciliation to Core Earnings for the three months ended September 30, 2018, by business segment (amounts in thousands, except per share data):

    

Commercial

    

    

    

    

    

and

Residential

Infrastructure

Investing

Lending

Lending

Property

and Servicing

Segment

Segment

Segment

Segment

Corporate

Total

Revenues

$

158,596

$

3,204

$

76,236

$

87,406

$

89

$

325,531

Costs and expenses

 

(52,154)

(9,520)

(72,663)

(38,973)

(59,165)

(232,475)

Other income (loss)

 

5,143

(76)

7,884

(1,428)

(6,779)

4,744

Income (loss) before income taxes

 

111,585

(6,392)

11,457

47,005

(65,855)

97,800

Income tax provision

 

(314)

(125)

(7,842)

(8,281)

(Income) loss attributable to non-controlling interests

 

(365)

(4,769)

151

(4,983)

Net income (loss) attributable to Starwood Property Trust, Inc.

110,906

(6,392)

6,563

39,314

(65,855)

84,536

Add / (Deduct):

Non-controlling interests attributable to Woodstar II Class A Units

4,769

4,769

Non-cash equity compensation expense

750

13

98

1,321

3,769

5,951

Management incentive fee

4,299

4,299

Acquisition and investment pursuit costs

45

3,770

(89)

(129)

3,597

Depreciation and amortization

17

28,780

5,456

34,253

Loan loss provision, net

929

929

Interest income adjustment for securities

(137)

6,573

6,436

Extinguishment of debt, net

(922)

(922)

Other non-cash items

(632)

1,622

986

1,976

Reversal of GAAP unrealized (gains) / losses on:

Loans held-for-sale

(1,343)

(2,597)

(3,940)

Securities

(338)

4,966

4,628

Derivatives

(7,497)

(455)

(4,779)

(3,424)

5,248

(10,907)

Foreign currency

3,546

531

1

4,078

(Earnings) loss from unconsolidated entities

(514)

(1,988)

134

(2,368)

Recognition of Core realized gains / (losses) on:

Loans held-for-sale

3,558

4,415

7,973

Securities

100

1,673

1,773

Derivatives

6

(230)

1,048

824

Foreign currency

225

(8)

217

Earnings from unconsolidated entities

581

613

1,194

Sales of properties

(928)

(928)

Core Earnings (Loss)

$

110,834

$

(2,541)

$

32,493

$

60,057

$

(52,475)

$

148,368

Core Earnings (Loss) per Weighted Average Diluted Share

$

0.40

$

(0.01)

$

0.12

$

0.21

$

(0.19)

$

0.53

Commercial and Residential Lending Segment

The Commercial and Residential Lending Segment’s Core Earnings decreased by $2.2 million, from $110.8 million during the third quarter of 2018 to $108.6 million in the third quarter of 2019. After making adjustments for the

83

Table of Contents 

calculation of Core Earnings, revenues were $163.6 million, costs and expenses were $59.5 million and other income was $7.7 million.

Core revenues, consisting principally of interest income on loans, increased by $5.2 million in the third quarter of 2019, primarily due to an increase in interest income from investment securities of $7.8 million, partially offset by a decrease in interest income from loans of $2.6 million. The increase in interest income from investment securities was primarily due to higher average investment balances. The decrease in interest income from loans was principally due to (i) the recognition in the 2018 quarter of a $2.8 million profit participation in a mortgage loan that was repaid in 2016 and (ii) the compression of interest rate spreads in credit markets, partially offset by (iii) higher average balances of both commercial and residential loans.

Core costs and expenses increased by $9.1 million in the third quarter of 2019, primarily due to an $8.5 million increase in interest expense associated with the various secured financing facilities used to fund a portion of this segment’s investment portfolio.

Core other income increased by $4.2 million primarily due to a $2.4 million favorable change in net gains (losses) resulting from prepayments and sales of commercial loans and a $1.7 million increase in earnings from unconsolidated entities.

Infrastructure Lending Segment

The Infrastructure Lending Segment had Core Earnings of $3.4 million in the third quarter of 2019 compared to a loss of $2.5 million during the 12-day post-acquisition period included in our third quarter of 2018. After making adjustments for the calculation of Core Earnings, revenues were $23.6 million, costs and expenses were $18.2 million and other loss was $2.5 million.

Revenues of $23.6 million primarily consisted of interest income of $22.8 million from loans and $0.8 million from investment securities.

Costs and expenses of $18.2 million consisted of $14.4 million of interest expense on the secured debt facilities used to finance this segment’s investment portfolio and $3.8 million of general and administrative expenses.

Other loss of $2.5 million principally reflects a $2.1 million 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

Core Earnings by Portfolio (amounts in thousands)

For the Three Months Ended

September 30,

    

2019

    

2018

    

Change

Master Lease Portfolio

$

4,311

$

6,334

$

(2,023)

Medical Office Portfolio

5,994

6,452

(458)

Ireland Portfolio

5,798

5,949

(151)

Woodstar I Portfolio

7,333

8,679

(1,346)

Woodstar II Portfolio

6,245

6,247

(2)

Other/Corporate

(954)

(1,168)

214

Core Earnings

$

28,727

$

32,493

$

(3,766)

The Property Segment’s Core Earnings decreased by $3.8 million, from $32.5 million during the third quarter of 2018 to $28.7 million in the third quarter of 2019. After making adjustments for the calculation of Core Earnings, revenues were $72.3 million, costs and expenses were $45.3 million and other income was $1.7 million.

84

Table of Contents 

Core revenues decreased by $3.6 million in the third quarter of 2019, primarily due to (i) the sale of four properties within the Master Lease portfolio during the fourth quarter of 2018 and (ii) no longer recording as revenues and offsetting expenses property taxes paid directly by lessees, in accordance with the new lease accounting standard effective January 1, 2019 in both the Master Lease and Medical Office Portfolios, partially offset by (iii) increased rental income in the Woodstar Portfolios due to rental rate increases.

Core costs and expenses increased by $0.8 million in the third quarter of 2019.

Core other income increased by $0.6 million in the third quarter of 2019 due to higher realized gains on derivatives which hedge the variable interest rate risk on borrowings secured by the Medical Office Portfolio and our Euro currency exposure with respect to the Ireland Portfolio.

Investing and Servicing Segment

The Investing and Servicing Segment’s Core Earnings increased by $4.3 million, from $60.1 million during the third quarter of 2018 to $64.4 million in the third quarter of 2019. After making adjustments for the calculation of Core Earnings, revenues were $73.0 million, costs and expenses were $36.3 million, other income was $32.9 million, income tax provision was $1.8 million and the deduction of income attributable to non-controlling interests was $3.4 million.

Core revenues decreased by $21.2 million in the third quarter of 2019, primarily due to decreases of $15.9 million in servicing fees, $3.1 million in interest income from our CMBS portfolio and $2.6 million in rental income from our REIS Equity Portfolio due to the sale of four properties since September 30, 2018. 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 core 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.

Core costs and expenses increased by $3.9 million in the third quarter of 2019 primarily due to higher variable expenses related to conduit loan securitizations.

Core 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 Core Earnings outlined above are also applied to the GAAP earnings of our unconsolidated entities. Core other income increased by $27.0 million principally due to (i) a $17.7 million increase in realized gains on conduit loans, (ii) a $12.2 million increase in gains on sales of operating properties and (iii) a $2.0 million lesser decrease in fair value of servicing rights, all partially offset by (iv) an $8.4 million unfavorable change in realized gains (losses) on derivatives.

Income taxes, which principally relate to the taxable nature of our loan servicing and loan conduit businesses and certain other real estate related investing activities which are housed in TRSs, decreased $6.0 million due to a decrease in the taxable income of our TRSs.

Income attributable to non-controlling interests increased $3.6 million primarily due to minority interests on the gain from an operating property sold during the third quarter of 2019.

Corporate

Core corporate costs and expenses remained level at $52.5 million in the third quarters of 2019 and 2018.

85

Table of Contents 

Nine Months Ended September 30, 2019 Compared to the Nine Months Ended September 30, 2018

The following table presents our summarized results of operations and reconciliation to Core Earnings for the nine months ended September 30, 2019, by business segment (amounts in thousands, except per share data):

  

Commercial

and

Residential

Infrastructure

Investing

Lending

Lending

Property

and Servicing

Segment

Segment

Segment

Segment

Corporate

Total

Revenues

$

526,418

$

78,264

$

215,389

$

199,980

$

26

$

1,020,077

Costs and expenses

 

(199,176)

(64,143)

 

(204,813)

(121,746)

(170,231)

 

(760,109)

Other income (loss)

 

20,086

(8,669)

 

(46,502)

111,941

30,186

 

107,042

Income (loss) before income taxes

 

347,328

5,452

 

(35,926)

190,175

(140,019)

 

367,010

Income tax (provision) benefit

 

(4,778)

746

 

(258)

(4,090)

 

(8,380)

Income attributable to non-controlling interests

 

(392)

 

(16,322)

(4,121)

 

(20,835)

Net income (loss) attributable to Starwood Property Trust, Inc.

 

342,158

6,198

 

(52,506)

181,964

(140,019)

 

337,795

Add / (Deduct):

Non-controlling interests attributable to Woodstar II Class A Units

16,322

 

16,322

Non-cash equity compensation expense

 

2,757

1,691

229

4,817

16,909

26,403

Management incentive fee

 

2,048

2,048

Acquisition and investment pursuit costs

(56)

2

(266)

(451)

(356)

(1,127)

Depreciation and amortization

 

695

15

71,067

14,181

85,958

Loan loss provision, net

 

2,046

1,196

3,242

Interest income adjustment for securities

 

(585)

14,698

14,113

Extinguishment of debt, net

(1,704)

(1,704)

Other non-cash items

(565)

699

470

604

Reversal of GAAP unrealized (gains) / losses on:

Loans held-for-sale

 

(16,837)

(48,841)

(65,678)

Securities

 

2,945

(56,431)

(53,486)

Derivatives

 

(11,763)

3,337

8,457

16,841

(32,915)

(16,043)

Foreign currency

 

17,025

102

7

17,134

(Earnings) loss from unconsolidated entities

 

(8,576)

42,538

(3,601)

30,361

Recognition of Core realized gains / (losses) on:

Loans held-for-sale

 

7,180

(985)

49,719

55,914

Securities

 

970

11,702

12,672

Derivatives

 

1,800

(1,396)

2,257

(17,114)

(14,453)

Foreign currency

 

(4,725)

(998)

(7)

9

(5,721)

Earnings (loss) from unconsolidated entities

 

7,078

(68,905)

14,194

(47,633)

Sales of properties

 

(7,297)

(7,297)

Core Earnings (Loss)

$

342,112

$

9,162

$

18,628

$

175,089

$

(155,567)

$

389,424

Core Earnings (Loss) per Weighted Average Diluted Share

$

1.17

$

0.03

$

0.06

$

0.60

$

(0.53)

$

1.33

86

Table of Contents 

The following table presents our summarized results of operations and reconciliation to Core Earnings for the nine months ended September 30, 2018, by business segment (amounts in thousands, except per share data):

  

Commercial

  

  

  

  

  

and

Residential

Infrastructure

Investing

Lending

Lending

Property

and Servicing

Segment

Segment

Segment

Segment

Corporate

Total

Revenues

$

465,838

$

3,204

$

217,529

$

246,116

$

227

$

932,914

Costs and expenses

 

(161,786)

(9,520)

 

(220,047)

 

(119,070)

(187,629)

 

(698,052)

Other income (loss)

 

16,052

(76)

 

36,531

 

63,742

(26,148)

 

90,101

Income (loss) before income taxes

 

320,104

(6,392)

 

34,013

 

190,788

(213,550)

 

324,963

Income tax provision

 

(2,981)

 

(1,997)

 

(9,502)

 

(14,480)

Income attributable to non-controlling interests

 

(1,087)

 

(11,906)

 

(3,792)

 

(16,785)

Net income (loss) attributable to Starwood Property Trust, Inc.

 

316,036

(6,392)

 

20,110

 

177,494

(213,550)

 

293,698

Add / (Deduct):

Non-controlling interests attributable to Woodstar II Class A Units

11,906

11,906

Non-cash equity compensation expense

 

2,079

13

228

3,613

10,635

16,568

Management incentive fee

 

19,620

19,620

Acquisition and investment pursuit costs

1,430

3,770

(249)

(215)

4,736

Depreciation and amortization

 

50

87,648

15,253

102,951

Loan loss provision, net

 

27,726

27,726

Interest income adjustment for securities

 

(531)

8,206

7,675

Extinguishment of debt, net

8,586

8,586

Other non-cash items

(2,406)

2,194

2,762

2,550

Reversal of GAAP unrealized (gains) / losses on:

Loans held-for-sale

 

165

(26,738)

(26,573)

Securities

 

(259)

(24,123)

(24,382)

Derivatives

 

(16,665)

(455)

(25,228)

(8,788)

26,797

(24,339)

Foreign currency

 

3,260

531

2

3,793

Earnings from unconsolidated entities

 

(3,761)

(1,406)

(2,916)

(8,083)

Recognition of Core realized gains / (losses) on:

Loans held-for-sale

 

1,487

28,285

29,772

Securities

 

242

(4,419)

(4,177)

Derivatives

 

(5,848)

(938)

7,197

411

Foreign currency

 

8,136

(8)

(42)

8,086

Earnings from unconsolidated entities

 

3,986

2,875

6,861

Sales of properties

 

(365)

(4,374)

(4,739)

Core Earnings (Loss)

$

337,533

$

(2,541)

$

89,300

$

173,504

$

(145,150)

$

452,646

Core Earnings (Loss) per Weighted Average Diluted Share

$

1.24

$

(0.01)

$

0.33

$

0.63

$

(0.53)

$

1.66

87

Table of Contents 

Commercial and Residential Lending Segment

The Commercial and Residential Lending Segment’s Core Earnings increased by $4.6 million, from $337.5 million during the nine months of 2018 to $342.1 million in the nine months of 2019. After making adjustments for the calculation of Core Earnings, revenues were $525.8 million, costs and expenses were $193.7 million and other income was $15.2 million.

Core revenues, consisting principally of interest income on loans, increased by $60.5 million in the nine months of 2019, primarily due to increases in interest income from loans of $31.8 million and investment securities of $28.7 million. The increase in interest income from loans was principally due to (i) higher average LIBOR rates, (ii) higher average balances of both commercial and residential loans and (iii) higher levels of prepayment related income, partially offset by (iv) the compression of interest rate spreads in credit markets and (v) the recognition in the 2018 period of a $15.1 million profit participation in a mortgage loan that was repaid in 2016. The increase in interest income from investment securities was primarily due to higher average investment balances.

Core costs and expenses increased by $63.2 million in the nine months of 2019, primarily due to a $61.8 million increase in interest expense associated with the various secured financing facilities used to fund a portion of this segment’s investment portfolio.

Core other income increased by $8.4 million primarily due to a $5.3 million increase in net gains resulting from prepayments and sales of commercial and residential loans and a $3.1 million increase in earnings from unconsolidated entities.

Infrastructure Lending Segment

The Infrastructure Lending Segment had Core Earnings of $9.2 million during the nine months of 2019 compared to a loss of $2.5 million during the 12-day post-acquisition period included in the nine months of 2018. After making adjustments for the calculation of Core Earnings, revenues were $78.3 million, costs and expenses were $61.2 million and other loss was $8.6 million.

Revenues of $78.3 million primarily consisted of interest income of $75.0 million from loans and $2.6 million from investment securities.

Costs and expenses of $61.2 million consisted of $49.3 million of interest expense on the secured debt facilities used to finance this segment’s investment portfolio and $11.9 million of general and administrative expenses.

Other loss of $8.6 million principally reflects an $8.2 million 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

Core Earnings by Portfolio (amounts in thousands)

For the Nine Months Ended

September 30,

    

2019

    

2018

    

Change

Master Lease Portfolio

$

12,663

$

24,732

$

(12,069)

Medical Office Portfolio

19,329

19,120

209

Ireland Portfolio

18,801

17,208

1,593

Woodstar I Portfolio

22,489

19,639

2,850

Woodstar II Portfolio

17,208

12,420

4,788

Investment in unconsolidated entities

 

(68,905)

 

 

(68,905)

Other/Corporate

(2,957)

(3,819)

862

Core Earnings

$

18,628

$

89,300

$

(70,672)

88

Table of Contents 

The Property Segment’s Core Earnings decreased by $70.7 million, from $89.3 million during the nine months of 2018 to $18.6 million in the nine months of 2019. After making adjustments for the calculation of Core Earnings, revenues were $214.9 million, costs and expenses were $133.9 million and other loss was $62.1 million.

Core revenues decreased by $1.6 million in the nine months of 2019, primarily due to a decrease in rental income from the Master Lease Portfolio due to (i) the sale of seven properties within the Master Lease portfolio during 2018 and (ii) no longer recording as revenues and offsetting expenses property taxes paid directly by lessees, in accordance with the new lease accounting standard effective January 1, 2019 in both the Master Lease and Medical Office Portfolios, partially offset by (iii) the full period inclusion of rental income from the Woodstar II Portfolio, which was acquired over a period between December 2017 and September 2018, and (iv) rental rate increases in both Woodstar Portfolios.

Core costs and expenses decreased by $0.1 million in the nine months of 2019, primarily due to the sale of seven properties from the Master Lease Portfolio in 2018 and no longer recording property taxes paid directly by lessees, both as discussed above, mostly offset by the full period inclusion of the Woodstar II Portfolio.

Core other income (loss) decreased by $70.9 million in the nine months of 2019, primarily due to a $68.9 million loss on our investment in the Retail Fund.  This loss reflects the recognition in the 2019 first quarter of decreases in fair value of properties held by the Retail Fund which management determined to be other than temporary. Additionally, the decrease in Core other income was due to the non-recurrence of a $6.6 million net realized gain on sale of three properties in the Master Lease Portfolio during the nine months of 2018, partially offset by a $4.6 million increase in realized gains on derivatives principally attributable to interest rate swaps which hedge the variable interest rate risk on borrowings secured by our Medical Office Portfolio and foreign exchange contracts which economically hedge our Euro currency exposure with respect to the Ireland Portfolio.

Investing and Servicing Segment

The Investing and Servicing Segment’s Core Earnings increased by $1.6 million, from $173.5 million during the nine months of 2018 to $175.1 million in the nine months of 2019. After making adjustments for the calculation of Core Earnings, revenues were $215.5 million, costs and expenses were $103.3 million, other income was $70.3 million, income tax provision was $4.1 million and the deduction of income attributable to non-controlling interests was $3.3 million.

Core revenues decreased by $39.3 million in the nine months of 2019, primarily due to decreases of $30.9 million in servicing fees, $4.8 million in interest income from our CMBS portfolio and $2.9 million in rental income from our REIS Equity Portfolio due to the sale of four properties since September 30, 2018.

Core costs and expenses increased by $3.2 million in the nine months of 2019 primarily due to a $6.9 million increase in interest expense principally related to the financing of our CMBS portfolio, partially offset by a $3.3 million decrease in general and administrative expenses primarily related to our special servicing business.

Core other income increased by $38.2 million principally due to (i) a $21.4 million increase in realized gains on conduit loans, (ii) a $13.4 million increase in net recognized gains on CMBS investments, (iii) a $12.8 million lesser decrease in fair value of servicing rights and (iv) an $11.3 million increase in earnings from unconsolidated entities, all partially offset by (v) a $23.2 million unfavorable change in realized gains (losses) on derivatives.

Income taxes, which principally relate to the taxable nature of our loan servicing and loan conduit businesses and certain other real estate related investing activities which are housed in TRSs, decreased $5.4 million due to a decrease in the taxable income of our TRSs.

Income attributable to non-controlling interests decreased $0.5 million, primarily with respect to minority investors’ share of gains from operating properties sold during the nine months of 2019 compared with 2018.

89

Table of Contents 

Corporate

Core corporate costs and expenses increased by $10.4 million, from $145.2 million in the nine months of 2018 to $155.6 million in the nine months of 2019, primarily due to (i) a $9.9 million unfavorable change in gain (loss) on extinguishment of debt primarily due to the $10.0 million positive adjustment to Core Earnings during the nine months of 2018 upon the repayment at maturity of the 2018 Notes, as described above, (ii) a $3.8 million increase in base management fees and (iii) a $3.6 million unfavorable change in gain (loss) on interest rate swaps, all partially offset by (iv) a $9.0 million decrease in interest expense principally on lower average outstanding balances of our unsecured senior notes.

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. Our strategy for managing liquidity and capital resources has not changed since December 31, 2018. Refer to our Form 10-K for a description of these strategies. Our primary sources of liquidity are as follows:

Cash Flows for the Nine Months Ended September 30, 2019 (amounts in thousands)

    

    

VIE

    

Excluding Investing

GAAP

Adjustments

and Servicing VIEs

Net cash used in operating activities

$

(569,791)

$

(6,551)

$

(576,342)

Cash Flows from Investing Activities:

Origination and purchase of loans held-for-investment

 

(2,987,685)

 

 

(2,987,685)

Proceeds from principal collections and sale of loans

 

3,258,058

 

 

3,258,058

Purchase of investment securities

 

(5,165)

 

(136,379)

 

(141,544)

Proceeds from sales and collections of investment securities

 

122,870

 

188,556

 

311,426

Proceeds from sales and insurance recoveries on properties

52,336

52,336

Purchases and additions to properties and other assets

(22,977)

(8,613)

(31,590)

Investment in unconsolidated entities

(8,365)

(13,323)

(21,688)

Net cash flows from other investments and assets

 

(10,926)

 

 

(10,926)

Net cash provided by investing activities

 

398,146

 

30,241

 

428,387

Cash Flows from Financing Activities:

Proceeds from borrowings

 

6,084,209

 

 

6,084,209

Principal repayments on and repurchases of borrowings

 

(5,549,756)

 

 

(5,549,756)

Payment of deferred financing costs

 

(45,403)

 

 

(45,403)

Proceeds from common stock issuances, net of offering costs

 

605

 

 

605

Payment of dividends

 

(402,519)

 

 

(402,519)

Contributions from non-controlling interests

5,294

 

5,294

Distributions to non-controlling interests

 

(41,531)

 

7,916

 

(33,615)

Issuance of debt of consolidated VIEs

 

149,949

 

(149,949)

 

Repayment of debt of consolidated VIEs

 

(158,315)

 

158,315

 

Distributions of cash from consolidated VIEs

 

38,607

 

(38,607)

 

Net cash provided by financing activities

 

81,140

 

(22,325)

 

58,815

Net decrease in cash, cash equivalents and restricted cash

 

(90,505)

 

1,365

 

(89,140)

Cash, cash equivalents and restricted cash, beginning of period

 

487,865

 

(2,554)

 

485,311

Effect of exchange rate changes on cash

 

(2,702)

 

 

(2,702)

Cash, cash equivalents and restricted cash, end of period

$

394,658

$

(1,189)

$

393,469

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) purchase of CMBS, RMBS, loans and real estate from consolidated VIEs, which are reflected as repayments of VIE debt on a GAAP basis

90

Table of Contents 

and (ii) principal collections 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 cash flows from operations or to overall cash resulting from these consolidations. Refer to Note 2 to the Condensed Consolidated Financial Statements for further discussion.

Cash and cash equivalents decreased by $89.1 million during the nine months ended September 30, 2019, reflecting net cash used in operating activities of $576.3 million, partially offset by net cash provided by investing activities of $428.4 million and net cash provided by financing activities of $58.8 million.

Net cash used in operating activities of $576.3 million during the nine months ended September 30, 2019 related primarily to $774.9 million in originations and purchases of loans held-for-sale, net of sales and principal collections, cash interest expense of $367.3 million, general and administrative expenses of $111.7 million, a net change in operating assets and liabilities of $95.6 million and management fees of $69.5 million. Offsetting these cash outflows was cash interest income of $450.2 million from our loan origination and conduit programs and cash interest income on investment securities of $142.3 million. Net rental income provided cash of $161.3 million, servicing fees provided cash of $66.4 million and distributions of earnings from unconsolidated entities provided $24.9 million.

Net cash provided by investing activities of $428.4 million during the nine months ended September 30, 2019 related primarily to proceeds received from principal collections and sales of loans of $3.3 billion and investment securities of $311.4 million and proceeds from sales and insurance recoveries of properties of $52.3 million, partially offset by the origination and acquisition of new loans held-for-investment of $3.0 billion, the purchase of investment securities of $141.5 million, net additions to properties and other assets of $31.6 million and investments in unconsolidated entities of $21.7 million.

Net cash provided by financing activities of $58.8 million during the nine months ended September 30, 2019 related primarily to borrowings on our secured debt, net of repayments and deferred loan costs, of $499.4 million, partially offset by dividend distributions of $402.5 million, net distributions to non-controlling interests of $28.3 million and the settlement of the 2019 Notes of $10.4 million.

91

Table of Contents 

Our Investment Portfolio

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 September 30, 2019 and December 31, 2018 (dollars in thousands):

Unlevered

    

Face

    

Carrying

    

Asset Specific

    

Net

    

    

Return on

Amount

Value

Financing

Investment

Vintage

 

Asset

September 30, 2019

First mortgages (1)

$

6,555,768

$

6,530,654

$

3,835,922

$

2,694,732

 

1997-2019

6.7

%

Subordinated mortgages

 

54,143

 

53,008

 

 

53,008

 

1998-2018

9.2

%

Mezzanine loans (1)

 

546,434

 

545,494

 

 

545,494

 

2013-2019

12.3

%

Residential loans, fair value option

465,344

 

479,169

 

324,712

 

154,457

2013-2019

5.9

%

Other loans

64,731

 

60,995

 

 

60,995

 

1999-2018

8.9

%

Loans held-for-sale, fair value option, residential

677,548

 

701,610

 

469,160

 

232,450

 

2015-2019

6.2

%

Loans held-for-sale, commercial

108,750

 

107,994

 

 

107,994

 

2018-2019

5.2

%

Loan loss allowance

 

 

(32,845)

 

 

(32,845)

 

N/A

RMBS, available-for-sale

 

286,717

 

195,297

 

113,524

 

81,773

 

2003-2007

11.6

%

RMBS, fair value option

61,661

111,122

(2)

19,588

91,534

2019

10.5

%

CMBS, fair value option

118,249

118,388

(2)

58,801

59,587

2018

5.7

%

HTM debt securities (3)

 

504,022

 

502,207

 

167,578

 

334,629

 

2014-2018

7.2

%

Equity security

 

11,230

 

11,286

 

 

11,286

 

N/A

Investment in unconsolidated entities

 

N/A

 

42,518

 

 

42,518

 

N/A

Properties, net

N/A

 

26,902

 

 

26,902

N/A

$

9,454,597

$

9,453,799

$

4,989,285

$

4,464,514

December 31, 2018

First mortgages (1)

$

6,627,879

$

6,603,760

$

3,542,214

$

3,061,546

 

1997-2018

7.0

%

Subordinated mortgages

 

53,996

 

52,778

 

 

52,778

 

1998-2018

9.4

%

Mezzanine loans (1)

 

394,739

 

393,832

 

 

393,832

 

2005-2018

11.6

%

Other loans

64,658

61,001

 

 

61,001

1999-2018

9.1

%

Loans held-for-sale, fair value option, residential

609,571

 

623,660

 

499,756

 

123,904

 

2013-2018

6.1

%

Loans held-for-sale, commercial

48,667

46,495

 

30,525

 

15,970

2018

6.3

%

Loans transferred as secured borrowings

74,692

74,346

 

74,239

 

107

N/A

Loan loss allowance

(39,151)

 

 

(39,151)

N/A

RMBS, available-for-sale

 

309,497

 

209,079

 

44,070

 

165,009

 

2003-2007

11.7

%

RMBS, fair value option

 

62,397

 

87,879

(2)

13,179

74,700

 

2018

8.0

%

CMBS, fair value option

 

160,198

 

158,688

(2)

83,864

74,824

 

2018

6.7

%

HTM debt securities (3)

 

585,017

 

583,381

 

191,991

 

391,390

 

2014-2018

7.5

%

Equity security

 

11,660

 

11,893

 

 

11,893

 

N/A

Investment in unconsolidated entities

 

N/A

 

35,274

 

 

35,274

 

N/A

$

9,002,971

$

8,902,915

$

4,479,838

$

4,423,077

(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 $809.5 million and $1.0 billion being classified as first mortgages as of September 30, 2019 and December 31, 2018, respectively.

(2) Eliminated in consolidation against VIE liabilities pursuant to ASC 810.

92

Table of Contents 

(3) CMBS held-to-maturity (“HTM”) and mandatorily redeemable preferred equity interests in commercial real estate entities.

As of September 30, 2019 and December 31, 2018, 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

    

September 30, 2019

    

December 31, 2018

Office

 

34.2

%  

35.0

%

Hotel

 

23.0

%  

23.5

%

Mixed Use

 

13.7

%  

11.9

%

Multifamily

 

13.6

%  

15.4

%

Residential

7.1

%  

4.9

%

Retail

 

3.6

%  

2.4

%

Industrial

 

0.8

%  

1.7

%

Other

4.0

%  

5.2

%

 

100.0

%  

100.0

%

Geographic Location

    

September 30, 2019

    

December 31, 2018

North East

 

28.6

%  

28.7

%

West

 

19.5

%  

22.7

%

International

 

15.4

%  

11.0

%

South West

 

13.6

%  

14.0

%

South East

 

9.6

%  

9.9

%

Mid Atlantic

 

7.2

%  

6.8

%

Midwest

 

6.1

%  

6.9

%

 

100.0

%  

100.0

%

93

Table of Contents 

Infrastructure Lending Segment

The following table sets forth the amount of each category of investments we owned within our Infrastructure Lending Segment as of September 30, 2019 and December 31, 2018 (dollars in thousands):

Unlevered

    

Face

    

Carrying

    

Asset Specific

    

Net

    

Return on

Amount

Value

Financing

Investment

Asset

September 30, 2019

First priority infrastructure loans and HTM securities

$

1,358,206

$

1,335,863

$

1,033,716

$

302,147

 

6.1

%

Loans held-for-sale, infrastructure

168,445

 

164,122

 

134,450

 

29,672

 

4.2

%

Loan loss allowance

N/A

(190)

(190)

$

1,526,651

$

1,499,795

$

1,168,166

$

331,629

December 31, 2018

First priority infrastructure loans and HTM securities

$

1,537,412

$

1,517,547

$

1,130,567

$

386,980

 

5.9

%

Loans held-for-sale, infrastructure

 

486,909

 

469,775

 

393,984

 

75,791

 

3.6

%

$

2,024,321

$

1,987,322

$

1,524,551

$

462,771

As of September 30, 2019 and December 31, 2018, our Infrastructure Lending Segment’s investment portfolio had the following characteristics based on carrying values:

Collateral Type

    

September 30, 2019

    

December 31, 2018

Natural gas power

 

74.7

%  

54.3

%

Renewable power

 

15.4

%  

30.8

%

Other thermal power

6.2

%  

5.1

%

Midstream/downstream oil & gas

 

3.7

%  

9.3

%

Upstream oil & gas

 

%  

0.5

%

 

100.0

%  

100.0

%

Geographic Location

September 30, 2019

December 31, 2018

U.S. Regions:

North East

 

46.6

%  

32.8

%

Midwest

 

25.0

%  

15.9

%

South West

 

6.8

%  

12.9

%

Mid-Atlantic

4.5

%  

4.6

%

South East

3.9

%  

3.4

%

West

3.8

%  

4.7

%

International:

 

Mexico

 

7.1

%  

12.5

%

United Kingdom

 

0.9

%  

4.7

%

Ireland

 

%  

2.4

%

Other

 

1.4

%  

6.1

%

 

100.0

%  

100.0

%

94

Table of Contents 

Property Segment

The following table sets forth the amount of each category of investments, which are comprised of properties, intangible lease assets and liabilities and our equity investment in the Retail Fund held within our Property Segment as of September 30, 2019 and December 31, 2018 (amounts in thousands):

    

September 30, 2019

    

December 31, 2018

Properties, net

$

2,441,480

$

2,512,847

Lease intangibles, net

 

73,478

 

87,729

Investment in unconsolidated entities

 

71,824

 

114,362

$

2,586,782

$

2,714,938

The following table sets forth our net investment and other information regarding the Property Segment’s properties and intangible lease assets and liabilities as of September 30, 2019 (dollars in thousands):

    

    

Asset

    

    

   

Weighted Average

Carrying

Specific

Net

Occupancy

Remaining

Value

Financing

Investment

Rate

Lease Term

Office—Medical Office Portfolio

$

759,468

$

489,404

$

270,064

92.2

%

6.3 years

Office—Ireland Portfolio

479,724

331,992

147,732

98.8

%

8.9 years

Multifamily residential—Ireland Portfolio

18,407

11,296

7,111

81.0

%

0.2 years

Multifamily residential—Woodstar I Portfolio

627,926

405,808

222,118

98.3

%

0.5 years

Multifamily residential—Woodstar II Portfolio

600,676

437,600

163,076

99.3

%

0.5 years

Retail—Master Lease Portfolio

343,790

 

192,316

 

151,474

100.0

%

22.6 years

Subtotal—undepreciated carrying value

2,829,991

1,868,416

961,575

Accumulated depreciation and amortization

(315,033)

(315,033)

Net carrying value

$

2,514,958

$

1,868,416

$

646,542

As of September 30, 2019 and December 31, 2018, our Property Segment’s investment portfolio had the following geographic characteristics based on carrying values:

Geographic Location

September 30, 2019

December 31, 2018

Ireland

 

17.0

%  

17.7

%

U.S. Regions:

South East

51.3

%  

50.8

%

South West

 

8.6

%  

8.6

%

Midwest

 

8.4

%  

8.3

%

North East

 

8.1

%  

8.1

%

West

 

6.6

%  

6.5

%

 

100.0

%  

100.0

%

95

Table of Contents 

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 September 30, 2019 and December 31, 2018 (amounts in thousands):

    

    

    

Asset

    

 

Face

Carrying

Specific

Net

 

Amount

Value

Financing

Investment

 

September 30, 2019

CMBS, fair value option

$

2,697,712

$

1,009,249

(1)  

$

313,114

$

696,135

Intangible assets - servicing rights

 

N/A

 

43,015

(2)  

 

 

43,015

Lease intangibles, net

N/A

23,265

23,265

Loans held-for-sale, fair value option, commercial

 

458,141

 

468,583

 

233,142

 

235,441

Loans held-for-investment

1,363

1,363

1,363

Investment in unconsolidated entities

N/A

33,246

(3)  

33,246

Properties, net

 

N/A

 

261,156

 

225,362

 

35,794

$

3,157,216

$

1,839,877

$

771,618

$

1,068,259

December 31, 2018

CMBS, fair value option

$

2,872,381

$

998,820

(1)  

$

320,158

$

678,662

Intangible assets - servicing rights

 

N/A

 

44,632

(2)  

 

 

44,632

Lease intangibles, net

N/A

 

29,327

 

29,327

Loans held-for-sale, fair value option, commercial

 

46,249

 

47,622

 

34,105

 

13,517

Loans held-for-investment

3,357

3,357

3,357

Investment in unconsolidated entities

N/A

44,129

(3)  

44,129

Properties, net

 

N/A

 

272,043

 

230,995

 

41,048

$

2,921,987

$

1,439,930

$

585,258

$

854,672

(1) Includes $962.9 million and $957.5 million of CMBS eliminated in consolidation against VIE liabilities pursuant to ASC 810 as of September 30, 2019 and December 31, 2018, respectively.

(2) Includes $24.8 million and $24.1 million of servicing rights intangibles eliminated in consolidation against VIE assets pursuant to ASC 810 as of September 30, 2019 and December 31, 2018, respectively.

(3) Includes $21.5 million and $22.0 million of investment in unconsolidated entities eliminated in consolidation against VIE assets pursuant to ASC 810 as of September 30, 2019 and December 31, 2018, respectively.

96

Table of Contents 

Our REIS Equity Portfolio, as described in Note 6 to the Condensed Consolidated Financial Statements, had the following characteristics based on carrying values of $268.6 million and $284.7 million as of September 30, 2019 and December 31, 2018, respectively:

Property Type

September 30, 2019

December 31, 2018

Office

49.3

%  

56.5

%

Retail

 

27.8

%  

24.1

%

Multifamily

 

11.1

%  

7.8

%

Mixed Use

 

5.2

%  

5.1

%

Self-storage

 

4.7

%  

4.5

%

Hotel

1.9

%  

2.0

%  

 

100.0

%  

100.0

%

Geographic Location

September 30, 2019

December 31, 2018

South East

 

32.6

%  

37.9

%

North East

 

23.4

%  

22.4

%

South West

 

18.3

%  

18.0

%

West

 

10.5

%  

9.8

%

Midwest

 

8.3

%  

6.8

%

Mid Atlantic

 

6.9

%  

5.1

%

 

100.0

%  

100.0

%

97

Table of Contents 

New Credit Facilities and Amendments

Refer to Notes 9 and 10 of our Condensed Consolidated Financial Statements for a detailed discussion of new credit facilities and amendments to existing credit facilities executed since December 31, 2018.

Secured Borrowings

The following table is a summary of our secured borrowings as of September 30, 2019 (dollars in thousands):

Pledged

Approved

Weighted

Asset

Maximum

but

Unallocated

Current

Extended

Average

Carrying

Facility

Outstanding

Undrawn

Financing

  

Maturity

   

Maturity (a)

   

Pricing

  

Value

   

Size

   

Balance

 

Capacity (b)

 

Amount (c)

Repurchase Agreements:

Commercial Loans

Aug 2020 to Jan 2024

(d)

Aug 2021 to Apr 2028

(d)

(e)

$

4,458,046

$

7,879,032

(f)

$

2,945,331

$

220,384

$

4,713,317

Residential Loans

Feb 2021

N/A

LIBOR + 2.10%

16,332

400,000

13,190

386,810

Infrastructure Loans

Feb 2020 to Jul 2022

Feb 2021 to Jul 2027

LIBOR + 1.75%

316,759

1,000,000

263,664

736,336

Conduit Loans

Feb 2020 to Jun 2022

Feb 2021 to Jun 2023

LIBOR + 2.22%

358,405

363,225

234,025

32,000

97,200

CMBS/RMBS

Jun 2020 to Dec 2028

(g)

Sep 2020 to Oct 2029

(g)

(h)

1,069,948

778,025

676,648

15,785

85,592

Total Repurchase Agreements

6,219,490

10,420,282

4,132,858

268,169

6,019,255

Other Secured Financing:

Borrowing Base Facility

Apr 2022

Apr 2024

LIBOR + 2.25%

49,754

650,000

(i)

37,313

612,687

Infrastructure Acquisition Facility

Sep 2021

Sep 2022

(j)

1,062,553

1,086,201

883,173

203,028

Property Mortgages - Fixed rate

Mar 2021 to Aug 2052

(k)

N/A

3.41%

1,921,951

1,453,116

1,452,970

146

Property Mortgages - Variable rate

May 2020 to Apr 2025

N/A

LIBOR + 2.44%

831,275

694,351

643,261

51,090

Term Loan and Revolver

(l)

N/A

(l)

N/A

(l)

500,000

400,000

100,000

FHLB

Feb 2021

N/A

(m)

1,164,449

2,000,000

780,754

1,219,246

Collateralized Loan Obligation

Jul 2038

N/A

LIBOR + 1.34%

1,098,817

936,375

936,375

Total Other Secured Financing

6,128,799

7,320,043

5,133,846

100,000

2,086,197

$

12,348,289

$

17,740,325

$

9,266,704

$

368,169

$

8,105,452

Unamortized net discount

(2,920)

Unamortized deferred financing costs

(88,260)

$

9,175,524

(a) Subject to certain conditions as defined in the respective facility agreement.

(b) 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.

(c) Unallocated financing amount represents the maximum facility size less the total draw capacity that has been approved by the lenders.

(d) For certain facilities, borrowings collateralized by loans existing at maturity may remain outstanding until such loan collateral matures, subject to certain specified conditions.

(e) Certain facilities with an outstanding balance of $593.8 million as of September 30, 2019 are indexed to GBP LIBOR and EURIBOR. The remainder have a weighted average rate of LIBOR + 1.93%.

(f) The aggregate initial maximum facility size of $6.8 billion may be increased at our option, subject to certain conditions. This amount includes such upsizes.

(g) Certain facilities with an outstanding balance of $393.8 million as of September 30, 2019 carry a rolling 11-month or 12-month term which may reset monthly with the lender's consent. These facilities carry no maximum facility size.

(h) A facility with an outstanding balance of $78.6 million as of September 30, 2019 has a fixed annual interest rate of 4.09%. All other facilities are variable rate with a weighted average rate of LIBOR + 1.55%.

(i) The initial maximum facility size of $300.0 million may be increased to $650.0 million, subject to certain conditions.

(j) Consists of an annual interest rate of the applicable currency benchmark index + 1.50%. The spread increases 25 bps in each of the second and third years of the facility which was entered into in September 2018.

(k) The weighted average maturity is 9.3 years as of September 30, 2019.

98

Table of Contents 

(l) Consists of: (i) a $400.0 million term loan facility that matures in July 2026 with an annual interest rate of LIBOR + 2.50%; and (ii) a $100.0 million revolving credit facility that matures in July 2024 with an annual interest rate of LIBOR + 3.00%. These facilities are secured by the equity interests in certain of our subsidiaries which totaled $3.5 billion as of September 30, 2019.

(m) FHLB financing with an outstanding balance of $312.0 million as of September 30, 2019 has a weighted average fixed annual interest rate of 2.08%. The remainder is variable rate with a weighted average rate of LIBOR + 0.28%.

Refer to Note 9 of the Condensed 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):

Weighted-Average

Explanations

Quarter-End

Balance During

for Significant

Quarter Ended

    

Balance

    

Quarter

    

Variance

    

Variances

December 31, 2018

$

8,761,624

$

8,885,381

$

(123,757)

(a)

March 31, 2019

9,305,605

9,766,206

(460,601)

(b)

June 30, 2019

9,359,610

9,503,479

(143,869)

(c)

September 30, 2019

9,266,704

9,116,755

149,949

(d)

(a) Variance primarily due to $120.0 million repaid on Commercial Loans repurchase facilities in December 2018.

(b) Variance primarily due to the late quarter timing of commercial loan sales and loan repayments, all of which resulted in paydowns of the corresponding credit facilities which financed these assets.

(c) Variance primarily due to loan repayments on the Infrastructure Acquisition Facility and Commercial Loans repurchase facilities.

(d) Variance primarily due to the net increase in debt related to the CLO issuance in August 2019.

Borrowings under Unsecured Senior Notes

During both the three months ended September 30, 2019 and 2018, the weighted average effective borrowing rate on our unsecured senior notes was 4.9%. During the nine months ended September 30, 2019 and 2018, the weighted average effective borrowing rate on our unsecured senior notes was 4.9% and 5.0%, respectively. The effective borrowing rate includes the effects of underwriter purchase discount and the adjustment for the conversion option on the Convertible Notes, the initial value of which reduced the balance of the notes.

Refer to Note 10 of our Condensed Consolidated Financial Statements for further disclosure regarding the terms of our unsecured senior notes.

99

Table of Contents 

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 September 30, 2019. 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

    

Scheduled/Projected

    

Projected/Required

    

Scheduled Principal

 

Repayments on Loans

Principal Repayments

Repayments of

Inflows Net of

 

and HTM Securities

on RMBS and CMBS

Financing

Financing Outflows

 

Fourth Quarter 2019

 

364,723

 

13,434

 

(458,556)

(1)

(80,399)

First Quarter 2020

 

177,647

 

10,109

 

(44,947)

142,809

Second Quarter 2020

353,336

22,992

(86,414)

289,914

Third Quarter 2020

258,271

9,381

(467,925)

(2)

(200,273)

Total

$

1,153,977

$

55,916

$

(1,057,842)

$

152,051

(1) Includes $380.0 million of maturities associated with the financing of residential loans held-for-sale under the FHLB facility. Expected proceeds from sales of loans are not reflected in this table.

(2) Includes $393.8 million of repayments associated with a secured financing facility that carries a rolling 12-month term which may reset monthly with the lender’s consent.

In the normal course of business, the Company is in discussions with its lenders to extend or amend 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 September 30, 2019, we had 100,000,000 shares of preferred stock available for issuance and 218,062,981 shares of common stock available for issuance.

Other Potential Sources of Financing

In the future, we may also use other sources of financing to fund the acquisition of our target assets, including other secured as well as unsecured forms of borrowing and sale of senior loan interests and other assets.

100

Table of Contents 

Off-Balance Sheet Arrangements

We have relationships with unconsolidated entities and financial partnerships, such as entities often referred to as VIEs. Our maximum risk of loss associated with our involvement in VIEs is limited to the carrying value of our investment in the entity and any unfunded capital commitments. Refer to Note 14 of the Condensed Consolidated Financial Statements for further discussion.

Dividends

We intend to continue to make regular quarterly distributions to holders of our 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 intend to continue to pay regular quarterly dividends to our stockholders in an amount approximating our net taxable income, 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 our Form 10-K for a detailed dividend history.

The Company’s board of directors declared the following dividends during the nine months ended September 30, 2019:

Declare Date

    

Record Date

    

Payment Date

Amount

Frequency

8/7/19

 

9/30/19

 

10/15/19

$

0.48

Quarterly

5/8/19

 

6/28/19

 

7/15/19

$

0.48

Quarterly

2/28/19

3/29/19

4/15/19

$

0.48

Quarterly

On November 8, 2019, our board of directors declared a dividend of $0.48 per share for the fourth quarter of 2019, which is payable on January 15, 2020 to common stockholders of record as of December 31, 2019.

Leverage Policies

Our strategies with regards to use of leverage have not changed significantly since December 31, 2018. Refer to our Form 10-K for a description of our strategies regarding use of leverage.

101

Table of Contents 

Contractual Obligations and Commitments

Contractual obligations as of September 30, 2019 are as follows (amounts in thousands):

 

  

Less than

    

    

    

More than

 

Total

1 year

1 to 3 years

3 to 5 years

5 years

 

Secured financings (a)

$

8,330,329

$

897,211

$

2,256,616

$

2,505,566

$

2,670,936

Collateralized loan obligations

936,375

936,375

Unsecured senior notes

 

1,950,000

 

 

1,200,000

 

250,000

 

500,000

Loan funding commitments (b)

 

2,479,728

 

1,697,817

 

698,765

 

83,146

 

Infrastructure Lending Segment commitments (c)

189,776

189,776

Loan purchase commitments (d)

46,486

46,486

Future lease commitments

 

34,862

 

6,399

 

7,418

 

3,223

 

17,822

Total

$

13,967,556

$

2,837,689

$

4,162,799

$

2,841,935

$

4,125,133

(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 9 to the Condensed Consolidated Financial Statements for the expected maturities by year.

(b) Excludes $223.3 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.

(c) Represents contractual commitments of $155.0 million under revolvers and letters of credit and $34.8 million under delayed draw term loans.

(d) Represents the Company’s contractual commitments to purchase residential mortgage loans from a third party residential mortgage originator.

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.

Critical Accounting Estimates

Refer to the section of our Form 10-K entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates” for a full discussion of our critical accounting estimates. Our critical accounting estimates have not materially changed since December 31, 2018.

Item 3.   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. Our strategies for managing risk and our exposure to such risks have not changed materially since December 31, 2018. Refer to our Form 10-K, Item 7A for further discussion.

102

Table of Contents 

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 Manager’s 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 September 30, 2019 and December 31, 2018 (dollars in thousands):

   

Face Value of

   

Aggregate Notional Value of

  

Number of

 

Loans Held-for-Sale

Credit Index Instruments

Credit Index Instruments

 

September 30, 2019

$

242,275

$

89,000

 

5

December 31, 2018

$

46,249

$

24,000

 

3

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 September 30, 2019 and December 31, 2018 (dollars in thousands):

    

    

Aggregate Notional

    

 

Face Value of

Value of Interest

Number of Interest

 

Hedged Instruments

Rate Derivatives

Rate Derivatives

 

Instrument hedged as of September 30, 2019

Loans held-for-investment, residential

$

465,344

$

94,400

 

6

Loans held-for-sale

784,753

533,630

 

42

RMBS, available-for-sale

 

286,717

 

85,000

 

2

Secured financing agreements

 

640,242

707,207

 

13

Unsecured senior notes

 

1,000,000

970,000

 

2

$

3,177,056

$

2,390,237

 

65

Instrument hedged as of December 31, 2018

Loans held-for-sale

$

346,300

$

337,700

 

10

RMBS, available-for-sale

 

309,497

 

109,000

 

3

Secured financing agreements

 

1,085,717

1,029,376

 

16

Unsecured senior notes

 

1,000,000

970,000

 

2

$

2,741,514

$

2,446,076

 

31

103

Table of Contents 

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, except per share data):

 

Variable rate

    

    

    

    

investments and

2.0%

1.0%

1.0%

2.0%

Income (Expense) Subject to Interest Rate Sensitivity

indebtedness (1)

Increase

Increase

Decrease (2)

Decrease (2)

Investment income from variable rate investments

$

8,561,874

$

163,168

$

78,441

$

(53,416)

$

(83,996)

Interest expense from variable rate debt, net of interest rate derivatives

 

(6,955,649)

 

(140,664)

 

(70,341)

 

68,500

 

131,966

Net investment income from variable rate instruments

$

1,606,225

$

22,504

$

8,100

$

15,084

$

47,970

Impact per diluted shares outstanding

$

0.08

$

0.03

$

0.05

$

0.17

(1)Includes the notional value of interest rate derivatives.

(2)Assumes LIBOR or other applicable index rates do not go below 0%.

Foreign Currency Risk

We intend to hedge our 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, rental 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.

104

Table of Contents 

The following table represents our current currency hedge exposure as it relates to our investments denominated in foreign currencies, along with the aggregate notional amount of the hedges in place (amounts in thousands except for number of contracts) using the September 30, 2019 GBP closing rate of 1.2287, Euro (“EUR”) closing rate of 1.0902 and Australian Dollar (“AUD”) closing rate of 0.6749.

Carrying Value of Net Investment

Local Currency

Number of
Foreign Exchange Contracts

Aggregate Notional Value of Hedges Applied

Expiration Range of Contracts

$

5,208

EUR

48

$

6,140

August 2020 – July 2021

2,203

GBP

2

5,097

October 2019

13,132

GBP

3

10,549

November 2019 – June 2020

25,059

GBP

17

120,459

October 2019 – July 2021

31,783

EUR

8

35,880

May 2020 – March 2022

17,708

EUR

36

29,847

November 2019 – August 2022

88,098

GBP

14

105,541

October 2019- January 2022

39,029

GBP

6

39,369

April 2021

2,996

AUD

1

4,751

October 2019

55,950

EUR

13

69,651

November 2019 – November 2022

153,314

EUR

9

193,654

December 2019 – June 2020

26,391

GBP

9

(1)

32,814

December 2019 – December 2021

818

AUD

1

3,556

November 2021

53,941

GBP

36

70,276

November 2019 – November 2021

11,286

GBP

11

13,055

December 2019 – April 2022

$

526,916

214

$

740,639

(1) These foreign exchange contracts hedge our EUR currency exposure created by our acquisition of the Ireland Portfolio.

Item 4.    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.

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 September 30, 2019 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

105

Table of Contents 

PART II—OTHER INFORMATION

Item 1.    Legal Proceedings.

Currently, no material legal proceedings are pending or, to our knowledge, threatened or contemplated against us, that could have a material adverse effect on our business, financial position or results of operations.

Item 1A.    Risk Factors.

Except as set forth below, there have been no material changes to the risk factors previously disclosed in our Form 10-K. 

Risks Related to Our Investments

We may sponsor, or purchase the more junior securities of collateralized loan obligations (“CLO”s) 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.

In August 2019, we entered into a CLO, and in the future we may enter into 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 of a CLO are generally retained by the sponsor of the CLO and are 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 Securities and Exchange Commission (the “Risk Retention Rules”) 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.

A CLO may 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. Accordingly, if we hold subordinate debt interests in a CLO that contains such tests and such tests are not satisfied, we may experience a significant reduction in our cash flow from those interests.

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

106

Table of Contents 

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.

Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds.

There were no unregistered sales of securities during the three months ended September 30, 2019.

Issuer Purchases of Equity Securities

There were no purchases of common stock during the three months ended September 30, 2019.

Item 3.    Defaults Upon Senior Securities.

None.

Item 4.    Mine Safety Disclosures.

Not applicable.

Item 5.    Other Information.

None.

107

Table of Contents 

Item 6.  Exhibits.

(a)

Index to Exhibits

INDEX TO EXHIBITS

Exhibit No.

Description

10.1

Indenture, dated as of August 15, 2019, by and among STWD 2019-FL1, Ltd., as Issuer, STWD 2019-FL1, LLC, as Co-Issuer, Starwood Property Mortgage, L.L.C., as Advancing Agent, Wilmington Trust, National Association, as Trustee, and Wells Fargo Bank, National Association, as Note Administrator and Custodian (Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed August 21, 2019)

10.2

Restricted Stock Unit Award Agreement (Starwood Property Trust, Inc. 2017 Manager Equity Plan)

10.3

Form of Restricted Stock Award Agreement for Independent Directors (Starwood Property Trust, Inc. 2017 Equity Plan)

10.4

Guarantee Agreement, dated as of December 10, 2015, made by Starwood Property Trust, Inc. in favor of JPMorgan Chase Bank, National Association (the “Guarantee”)

10.5

First Amendment to Guarantee Agreement, dated as of September 15, 2017, made by Starwood Property Trust, Inc. for the benefit of JPMorgan Chase Bank, National Association (the “First Amendment to Guarantee”)

10.6

Second Amendment to Guarantee Agreement dated as of March 15, 2019, between Starwood Property Trust, Inc. and JPMorgan Chase Bank, National Association (collectively with the Guarantee Agreement, dated as of December 10, 2015, and the First Amendment to Guarantee, the “Guarantee Agreement”)

10.7

Letter Agreement, dated September 17, 2019, between Starwood Property Trust, Inc. and JPMorgan Chase Bank, National Association with respect to the Guarantee Agreement

31.1

Certification pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002

31.2

Certification pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002

32.1

Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2

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)

108

Table of Contents 

SIGNATURES

Pursuant to the requirements 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.

STARWOOD PROPERTY TRUST, INC.

Date: November 8, 2019

By:

/s/ BARRY S. STERNLICHT

Barry S. Sternlicht
Chief Executive Officer
Principal Executive Officer

Date: November 8, 2019

By:

/s/ RINA PANIRY

Rina Paniry
Chief Financial Officer, Treasurer, Chief Accounting Officer and Principal Financial Officer

109

Exhibit 10.2

STARWOOD PROPERTY TRUST INC.

2017 MANAGER EQUITY PLAN

RESTRICTED STOCK UNIT AWARD AGREEMENT

THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (the “Agreement”), dated as of September 24, 2019(the “Grant Date”), is made by and between Starwood Property Trust, Inc., a Maryland corporation (the “Company”), and SPT Management, LLC, a Delaware limited liability company (the “Grantee”).

WHEREAS, the Company has adopted the Starwood Property Trust Inc. 2017 Manager Equity Plan (the “Plan”), pursuant to which the Company may grant to the Grantee Restricted Stock Units, the payment of which may be subject to vesting and forfeiture conditions (“Restricted Stock Units”);

WHEREAS, the Company desires to grant to the Grantee the number of Restricted Stock Units provided for herein;

NOW, THEREFORE, in consideration of the recitals and the mutual agreements herein contained, the parties hereto agree as follows:

Section 1.              Grant of Restricted Stock Unit Award

(a)        Grant of Restricted Stock Units.  The Company hereby grants to the Grantee 1,200,000 Restricted Stock Units on the terms and conditions set forth in this Agreement and as otherwise provided in the Plan.

(b)        Incorporation of Plan.  The provisions of the Plan are hereby incorporated herein by reference. Except as otherwise expressly set forth herein, this Agreement shall be construed in accordance with the provisions of the Plan and any capitalized terms not otherwise defined in this Agreement shall have the definitions set forth in the Plan. The Board of Directors of the Company (the “Board”) (references hereinafter to the Board shall be deemed references to the Committee, as applicable and to the extent based on any delegation by the Board to the Committee in effect as of the applicable time) shall have final authority to interpret and construe the Plan and this Agreement and to make any and all determinations thereunder, and its decision shall be binding and conclusive upon the Grantee and its representatives in respect of any questions arising under the Plan or this Agreement.

Section 2.              Terms and Conditions of Award

The grant of Restricted Stock Units provided in Section 1(a) shall be subject to the following terms, conditions and restrictions:

(a)        Restrictions.  The Restricted Stock Units and any interest therein, may not be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of, except by will or the laws of

 

descent and distribution, prior to the lapse of restrictions set forth in this Agreement applicable thereto, as set forth in Section 2(d). The Board may, in its discretion, cancel all or any portion of any outstanding restrictions prior to the expiration of the periods provided under Section 2(d). The period from the date of grant of a Restricted Stock Unit to the date it becomes vested and payable shall be referred to herein as the “Restricted Period.”

(b)        Form of Payment.  Unless otherwise determined by the Board at the time of payment, each Restricted Stock Unit granted hereunder shall represent the right to receive one share of Stock following the date on which such Restricted Stock Unit vests, as provided herein.

(c)        Dividend/Distribution Equivalents.  The Grantee shall be paid as of each date (a “Dividend Date”) on which cash dividends and cash distributions are paid with respect to shares of Stock underlying as yet unpaid Restricted Stock Units an amount equal to the amount paid to each Company stockholder with respect to the same number of shares of Stock, provided that the record date with respect to such dividend or distribution occurs within the Restricted Period. Additional Restricted Stock Units shall be credited to the Grantee’s account as of each Dividend Date on which dividends and distributions and/or special dividends and distributions that are paid in a form other than cash are paid with respect to Stock, provided that the record date with respect to such dividend or distribution occurs within the Restricted Period. The number of Restricted Stock Units to be credited to the Grantee’s account with respect to this Award as of any Dividend Date shall equal the quotient obtained by dividing (i) the product of (1) the number of the Restricted Stock Units credited to such account on the record date for such dividend or distribution and (2) the per share dividend (or distribution value) payable on such Dividend Date, by (ii) the Fair Market Value of a share of Stock as of such Dividend Date.

(d)        Lapse of Restrictions; Forfeiture.  Except as may otherwise be provided herein, the restrictions on transfer set forth in Section 2(a) shall lapse with respect to 218,898 Restricted Stock Units on the Grant Date and shall lapse with respect to the remaining 981,102 Restricted Stock United at the rate of eight and one-third percent (8 1/3%) of such Restricted Stock Units on the last day of each calendar quarter, commencing on December 31, 2019,  subject to the Grantee’s continuing to provide service to the Company pursuant to the Management Agreement as of each such vesting date.

Notwithstanding the foregoing, the Restricted Stock Units granted hereunder and any then accumulated but unpaid dividend equivalents and distribution equivalents thereon shall become immediately vested, payable and free of transfer restrictions upon a Change in Control.

Upon termination of the Management Agreement either (i) by the Company for “cause” (as defined in the Management Agreement) or (ii) by the Grantee for any reason other than for “cause” (as defined in the Management Agreement) or other than due to an adverse change in the Grantee’s compensation thereunder, all as yet unvested Restricted Stock Units and any accumulated but unpaid dividend equivalents and distribution equivalents thereon shall be immediately cancelled and forfeited without consideration. Upon termination of the Management Agreement under any circumstances other than as described in the immediately preceding sentence, all as yet unvested or vested but unsettled Restricted Stock Units granted hereunder and any accumulated but unpaid

2

dividend equivalents and distribution equivalents thereon shall become immediately vested and payable.

Restricted Stock Units and any accumulated but unpaid dividend or distribution equivalents forfeited pursuant to this Section 2(d) shall be transferred to, and reacquired by, the Company without payment of any consideration by the Company, and neither the Grantee nor any of the Grantee’s successors or assigns shall thereafter have any further rights or interests in such units and unit equivalents.

(e)        Settlement of Restricted Stock Units.

RSUs which vest as provided under Section 2(d) shall be paid to the Grantee in a lump sum promptly, but in no event later than 30 days, following the vesting date.

In the event that shares of Stock are to be issued upon any lapse of restrictions relating to the Restricted Stock Units, the Company shall issue to the Grantee a stock certificate representing such shares of Stock.

Section 3.              Miscellaneous

(a)        Section 409A. It is intended that the grant of Restricted Stock Units comply with, or as applicable, constitute a short-term deferral or otherwise be exempt from, the provisions of Section 409A of the Code. Any provision herein shall be interpreted in a manner consistent with the Plan and/or as required by Section 409A of the Code.  If applicable, any provision herein that would cause such grant to fail to satisfy Section 409A of the Code will have no force and effect until amended to comply therewith (which amendment may be retroactive to the extent permitted by Section 409A of the Code).

(b)        Notices.  Any and all notices, designations, consents, offers, acceptances and any other communications provided for herein shall be given in writing and shall be delivered either personally or by registered or certified mail, postage prepaid, which shall be addressed, in the case of the Company to the Corporate Counsel of the Company at the principal office of the Company and, in the case of the Grantee, at the Corporate Counsel of the Grantee.

(c)        No Right to Continued Service.  Nothing in the Plan or in this Agreement shall confer upon the Grantee any right to continue in the service of the Company or shall interfere with or restrict in any way the right of the Company, which is hereby expressly reserved, to terminate the Management Agreement at any time for any reason whatsoever, with or without “cause” (as defined in the Management Agreement).

(d)        Bound by Plan.  By signing this Agreement, the Grantee acknowledges that its authorized representative has received a copy of the Plan and has had an opportunity to review the Plan and has agreed to bind the Grantee with respect to all the terms and provisions of the Plan.

3

(e)        Successors.  The terms of this Agreement shall be binding upon and inure to the benefit of the Company, its successors and assigns, and of the Grantee and its successors and permitted assigns.

(f)        Invalid Provision.  If any provision of this Agreement is determined by a court of competent jurisdiction not to be enforceable in the manner set forth in this Agreement, the Grantee agrees that it is the intention of the parties to this Agreement that such provision should be enforceable to the maximum extent possible under applicable law and that such provision shall be reformed to make it enforceable in accordance with the intent of the parties. If any provisions of this Agreement are held to be invalid or unenforceable, such invalidation or unenforceability shall not affect the validity or enforceability of the other portions hereof.

(g)        Modifications.  No change, modification or waiver of any provision of this Agreement shall be valid unless the same be in writing and signed by the parties hereto.

(h)        Entire Agreement.  This Agreement and the Plan contain the entire agreement and understanding of the parties hereto with respect to the subject matter contained herein and therein and supersede all prior communications, representations and negotiations in respect thereto.

(i)         Governing Law.  This Agreement and the rights of the Grantee hereunder shall be construed and determined in accordance with the laws of the State of Maryland.

(j)         Headings.  The headings of the Sections hereof are provided for convenience only and are not to serve as a basis for interpretation or construction, and shall not constitute a part, of this Agreement.

(k)        Counterparts.  This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

[Signature Page Follows]

 

 

4

IN WITNESS WHEREOF, this Agreement has been executed and delivered by the parties hereto as of the 24th day of September,  2019.

 

 

 

 

STARWOOD PROPERTY TRUST, INC.

 

 

 

 

 

By: _ /s/ Andrew Sossen______________________

 

Its:  Chief Operating Officer                                       

 

 

 

 

 

SPT MANAGEMENT, LLC

 

 

 

 

 

By: /s/ Andrew J. Sossen

 

Its:  Authorized Signatory                                          

 

 

Exhibit 10.3

STARWOOD PROPERTY TRUST, INC.

2017 EQUITY PLAN

 

RESTRICTED STOCK AWARD AGREEMENT

 

THIS RESTRICTED STOCK AWARD AGREEMENT, (the “Agreement”), dated as of September 24, 2019 (the “Grant Date”), is made by and between Starwood Property Trust, Inc., a Maryland corporation (the “Company”), and []  (the “Grantee”).

 

WHEREAS, the Company has adopted the Starwood Property Trust, Inc. 2017 Equity Plan (the “Plan”), pursuant to which the Company may grant to eligible persons, including the Grantee,  shares of Stock that are restricted as to transfer (shares so restricted hereinafter referred to as “Restricted Stock”);

 

WHEREAS, the Grantee is a member of the Board of Directors of the Company (the “Board”) who is not an executive officer of the Company;

 

WHEREAS, the Company desires to grant to the Grantee the number of shares of Restricted Stock provided for herein;

 

NOW, THEREFORE, in consideration of the recitals and the mutual agreements herein contained, the parties hereto agree as follows:

 

Section 1.        Grant of Restricted Stock Award

 

(a)        Grant of Restricted Stock.  The Company hereby grants to the Grantee 4,861 shares of Restricted Stock on the terms and conditions set forth in this Agreement and as otherwise provided in the Plan.

 

(b)        Incorporation of Plan.  The provisions of the Plan are hereby incorporated herein by reference.  Except as otherwise expressly set forth herein, this Agreement shall be construed in accordance with the provisions of the Plan and any capitalized terms not otherwise defined in this Agreement shall have the definitions set forth in the Plan.  The Board shall have final authority to interpret and construe the Plan and this Agreement and to make any and all determinations thereunder, and its decision shall be binding and conclusive upon the Grantee and its representatives in respect of any questions arising under the Plan or this Agreement.

 

Section 2.        Terms and Conditions of Award

 

The grant of Restricted Stock provided in Section 1(a) shall be subject to the following terms, conditions and restrictions:

 

1

 

(a)        Ownership of Shares. Subject to the restrictions set forth in the Plan and this Agreement, the Grantee shall possess all incidents of ownership of the Restricted Stock granted hereunder, including the right to receive dividends and distributions with respect to such Stock, as set forth in Section 2(b) below, and the right to vote such Stock.

 

(b)        Payment of Dividends/Distributions.  The Grantee shall be entitled to receive dividends and distributions that become payable on the Restricted Stock at the time such dividends or distributions are paid to other holders of Stock.  Stock or other property (other than cash) distributed in connection with a dividend or distribution payable with respect to the Restricted Stock shall be subject to restrictions and a risk of forfeiture to the same extent as such Restricted Stock.

 

(c)        Restrictions.  Restricted Stock and any interest therein, may not be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of prior to the lapse of restrictions set forth in this Agreement applicable thereto, as set forth in Section 2(e).  The Board may in its discretion, cancel all or any portion of any outstanding restrictions prior to the expiration of the periods provided under Section 2(e).

 

(d)        Certificate; Restrictive Legend.  The Grantee agrees that any certificate issued for Restricted Stock prior to the lapse of any outstanding restrictions relating thereto shall be inscribed with the following legend:

 

This certificate and the shares of stock represented hereby are subject to the terms and conditions, including forfeiture provisions and restrictions against transfer (the “Restrictions”), contained in the Starwood Property Trust, Inc. 2017 Equity Plan and an agreement entered into between the registered owner and Starwood Property Trust, Inc.  Any attempt to dispose of these shares in contravention of the Restrictions, including by way of sale, assignment, transfer, pledge, hypothecation or otherwise, shall be null and void and without effect.

 

(e)        Lapse of Restrictions; Forfeiture.  Except as may otherwise be provided herein, the restrictions on transfer set forth in Section 2(c) shall lapse on the first anniversary of the date hereof,  subject to the Grantee’s continuing to provide service to the Company as of such vesting date.

 

Notwithstanding the foregoing, the Restricted Stock granted hereunder (and any then-unvested dividends and distributions thereon) shall become immediately vested and free of transfer restrictions upon a Change in Control.

 

Upon each lapse of restrictions relating to Restricted Stock, the Company shall issue to the Grantee a stock certificate representing a number of shares of Stock, free of the restrictive legend described in Section 2(d), equal to the number of shares subject to this Restricted Stock award with respect to which such restrictions have lapsed.  If certificates representing such

2

 

Restricted Stock shall have theretofore been delivered to the Grantee, such certificates shall be returned to the Company, complete with any necessary signatures or instruments of transfer prior to the issuance by the Company of such unlegended shares of Stock.

 

Upon termination of the Grantee’s service as a member of the Board, any as yet unvested Restricted Stock and dividends or distributions thereon shall be immediately forfeited.  Such Restricted Stock and any unpaid dividends or distributions with respect to Restricted Stock forfeited pursuant to this Section 2(e) shall be transferred to, and reacquired by, the Company without payment of any consideration by the Company, and neither the Grantee nor any of the Grantee’s successors or assigns shall thereafter have any further rights or interests in such shares, certificates, dividends and distributions.  If certificates containing restrictive legends shall have theretofore been delivered to the Grantee, such certificates shall be returned to the Company, complete with any necessary signatures or instruments of transfer.

 

Section 3.        Miscellaneous

 

(a)        Notices.  Any and all notices, designations, consents, offers, acceptances and any other communications provided for herein shall be given in writing and shall be delivered either personally or by registered or certified mail, postage prepaid, which shall be addressed, in the case of the Company to the Corporate Counsel of the Company at the principal office of the Company and, in the case of the Grantee, at the address most recently on file with the Company.

 

(b)        Bound by Plan.  By signing this Agreement, the Grantee acknowledges that the Grantee has received a copy of the Plan and has had an opportunity to review the Plan and has agreed to be bound with respect to all the terms and provisions of the Plan.

 

(c)        Successors.  The terms of this Agreement shall be binding upon and inure to the benefit of the Company, its successors and assigns, and of the Grantee and the Grantee’s successors and permitted assigns.

 

(d)        Invalid Provision.  If any provision of this Agreement is determined by a court of competent jurisdiction not to be enforceable in the manner set forth in this Agreement, the Grantee agrees that it is the intention of the parties to this Agreement that such provision should be enforceable to the maximum extent possible under applicable law and that such provision shall be reformed to make it enforceable in accordance with the intent of the parties.  If any provisions of this Agreement are held to be invalid or unenforceable, such invalidation or unenforceability shall not affect the validity or enforceability of the other portions hereof.

 

(e)        Modifications. No change, modification or waiver of any provision of this Agreement shall be valid unless the same be in writing and signed by the parties hereto.

 

3

 

(f)        Entire Agreement.  This Agreement and the Plan contain the entire agreement and understanding of the parties hereto with respect to the subject matter contained herein and therein and supersede all prior communications, representations and negotiations in respect thereto.

 

(g)        Governing Law.  This Agreement and the rights of the Grantee hereunder shall be construed and determined in accordance with the laws of the State of Maryland, without giving effect to any choice or conflict of law provision or rule (whether of the State of Maryland or any other jurisdiction) that would cause the laws of any other jurisdiction other than the State of Maryland to be applied.

 

(h)        Headings. The headings of the Sections hereof are provided for convenience only and are not to serve as a basis for interpretation or construction, and shall not constitute a part, of this Agreement.

 

(i)         Counterparts.  This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

 

(j)         Acceptance of Agreement.  This Agreement must be acknowledged and accepted by the Grantee not more than 14 days after the date on which it is delivered to the Grantee.  If the Grantee fails to acknowledge and accept this Agreement within such 14-day period, then this Agreement and the grant of Restricted Stock contemplated hereunder shall be void and of no force or effect.

 

4

 

IN WITNESS WHEREOF, this Agreement has been executed and delivered by the Company as of the first date written above.

 

 

 

 

STARWOOD PROPERTY TRUST, INC.

 

 

 

 

 

By:         ______                                     

 

Its:  Authorized Signatory

 

5

Exhibit 10.4

Execution Version

 

GUARANTEE AGREEMENT

GUARANTEE AGREEMENT, dated as of December 10, 2015 (as amended, restated, supplemented, or otherwise modified from time to time, this “Guarantee”), made by Starwood Property Trust Inc., a Maryland corporation (“Guarantor”) in favor of JPMorgan Chase Bank, National Association, a national banking association organized under the laws of the United States (“Buyer”).

RECITALS

Pursuant to that certain Master Repurchase Agreement, dated as of December 10, 2015 (as amended, supplemented or otherwise modified from time to time, the “Repurchase Agreement”), by and among Buyer and STARWOOD PROPERTY MORTGAGE SUB-14, L.L.C. and STARWOOD PROPERTY MORTGAGE SUB-14-A, L.L.C. (each a “Seller” and, collectively, “Sellers”),  each Seller has agreed to sell, from time to time, to Buyer certain Eligible Assets (as defined in the Repurchase Agreement, upon purchase by Buyer, each a “Purchased Asset” and, collectively, the “Purchased Assets”), upon the terms and subject to the conditions as set forth therein.  Pursuant to the terms of that certain Custodial Agreement dated December 10, 2015 (the “Custodial Agreement”) by and among Buyer, Sellers and Wells Fargo Bank, National Association (the “Custodian”), Custodian is required to take possession of the Purchased Assets, along with certain other documents specified in the Custodial Agreement, as Custodian of Buyer and any future purchaser, on several delivery dates, in accordance with the terms and conditions of the Custodial Agreement.  Pursuant to the terms of that certain Pledge Agreement dated as of December 10, 2015 (the “SPM Pledge Agreement”) made by Starwood Property Mortgage, L.L.C. (“SPM”) in favor of Buyer, and that certain Pledge Agreement dated as of December 10, 2015 (the “SPM BC Pledge Agreement” and, together with the SPM Pledge Agreement, the “Pledge Agreements”) made by Starwood Property Mortgage BC, L.L.C. (“SPM BC” and, together with SPM, each a “Parent” and, collectively, the “Parents”  ) in favor of Buyer, each Parent has pledged to Buyer all of the Pledged Collateral (as defined in the Pledge and Security Agreement).  The Repurchase Agreement, the Custodial Agreement, the Depository Agreement, the Servicing Agreement, the Fee Letter, this Guarantee and any other agreements executed in connection with the Repurchase Agreement shall be referred to herein as the “Governing Agreements”.

It is a condition precedent to the purchase by Buyer of the Purchased Assets pursuant to the Repurchase Agreement that Guarantor shall have executed and delivered this Guarantee with respect to the due and punctual payment and performance when due, whether at stated maturity, by acceleration of the Repurchase Date or otherwise, of all of the following, in each case, subject to the terms and conditions of this Guarantee: (a) all payment obligations owing by each Seller to Buyer under the Repurchase Agreement or any other Governing Agreements; (b) any and all extensions, renewals, modifications, amendments or substitutions of the foregoing; (c) all fees and expenses, including, without limitation, reasonable attorneys’ fees and disbursements, that are incurred by Buyer in the enforcement of any of the foregoing or any obligation of Guarantor hereunder; and (d) any other obligations of any Seller and any Parent with respect to Buyer under each of the Governing Agreements (collectively, the “Obligations”).

 

NOW, THEREFORE, in consideration of the foregoing premises, to induce Buyer to enter into the Governing Agreements and to enter into the transaction contemplated thereunder, Guarantor hereby agrees with Buyer, as follows:

1.         Defined Terms.  Unless otherwise defined herein, capitalized terms used herein shall have the respective meanings given them in the Repurchase Agreement.

Cash Liquidity” shall mean, at any time and with respect to any Person and its consolidated Subsidiaries, the amount of cash and cash equivalents (other than restricted cash) held by such Person and its consolidated Subsidiaries as of such date.

CMBS” shall mean mortgage pass-through certificates or other securities issued pursuant to a securitization of commercial real estate loans.

Consolidated Net Income” shall mean, with respect to any Person, for any period, the amount of consolidated net income (or loss) of such Person and its consolidated Subsidiaries  for such period determined on a consolidated basis in accordance with GAAP.

Contingent Liabilities” shall mean, with respect to any Person as of any date of determination, all of the following as of such date: (a) liabilities and obligations (including any Guarantee Obligations) of such Person in respect of “off-balance sheet arrangements” (as defined in the Off-Balance Sheet Rules defined below in this definition), (b) obligations, including Guarantee Obligations, whether or not required to be disclosed in the footnotes to such Person’s financial statements, guaranteeing in whole or in part any Non-Recourse Indebtedness, lease, dividend or other obligation, excluding, however, (i) contractual indemnities (including any indemnity or price-adjustment provision relating to the purchase or sale of securities or other assets), and (ii) guarantees of non-monetary obligations that have not yet been called on or quantified, of such Person or any other Person, and (c) forward commitments or obligations to fund or provide proceeds with respect to any loan or other financing that is obligatory and non-discretionary on the part of the lender.  The amount of any Contingent Liabilities described in the preceding clause (b) shall be deemed to be (i) with respect to a guarantee of interest or interest and principal, or operating income guarantee, the sum of all payments required to be made thereunder (which, in the case of an operating income guarantee, shall be deemed to be equal to the debt service for the note secured thereby), through (x) in the case of an interest or interest and principal guarantee, the stated date of maturity of the obligation (and commencing on the date interest could first be payable thereunder), or (y) in the case of an operating income guarantee, the date through which such guarantee will remain in effect, and (ii) with respect to all guarantees not covered by the preceding clause (i), an amount equal to the stated or determinable amount of the primary obligation in respect of which such guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof (assuming such Person is required to perform thereunder) as recorded on the balance sheet and in the footnotes to the most recent financial statements of such Person.  “Off-Balance Sheet Rules” means the Disclosure in Management’s Discussion and Analysis About Off-Balance Sheet Arrangements and Aggregate Contractual Obligations, Securities Act Release Nos. 33-8182; 34-47264; FR-67 International

-2-

 

Series Release No. 1266 File No. S7-42-02, 68 Fed. Reg. 5982 (Feb. 5, 2003) (codified at 17 CFR Parts 228, 229 and 249).

Convertible Debt Securities” shall mean any debt securities of Guarantor, the terms of which provide for conversion into Capital Stock, cash by reference to such Capital Stock, or a combination thereof.

EBITDA” shall mean, with respect to any Person and its consolidated Subsidiaries, for any period, an amount equal to the sum of (a) Consolidated Net Income, of such Person (prior to any impact from minority interests or joint venture net income and before deduction of any dividends on preferred stock of such Person), plus the following (but only to the extent actually included in determination of such Consolidated Net Income):  (i) depreciation and amortization expense, (ii) Interest Expense, (iii) income tax expense, and (iv) extraordinary or non‑recurring gains and losses, plus (b) such Person’s proportionate share of Consolidated Net Income of the joint venture investments and unconsolidated Affiliates of such Person, all with respect to such period, plus (c) amounts deducted in accordance with GAAP in respect of other non-cash expenses in determining such Consolidated Net Income for such Person.

Fixed Charges” shall mean, with respect to any Person and its consolidated Subsidiaries, for any period, the sum of (a) all debt service, (b) all preferred dividends, (c) Capitalized Lease Obligations paid or accrued during such period, (d) capital expenditures (if any), and (e) any amounts payable under any Ground Lease.

Guarantee Obligation” shall mean, with respect to any Person (the “guaranteeing person”), any obligation of (a) the guaranteeing person or (b) another Person (including any bank under any letter of credit) to induce the creation of the obligations for which the guaranteeing person has issued a reimbursement, counterindemnity or similar obligation, in either case guaranteeing or in effect guaranteeing any Indebtedness, leases, dividends, contractual obligation, derivatives contract or other obligations or Indebtedness (the “primary obligations”) of any other third Person (the “primary obligor”) in any manner, whether directly or indirectly, including any obligation of the guaranteeing person, whether or not contingent, (i) to purchase any such primary obligation or any property constituting direct or indirect security therefor, (ii) to advance or supply funds (1) for the purchase or payment of any such primary obligation, or (2) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (iii) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation, or (iv) otherwise to assure or hold harmless the owner of any such primary obligation against loss in respect thereof; provided,  however, that the term “Guarantee Obligation” shall not include endorsements of instruments for deposit or collection in the ordinary course of business.  The amount of any Guarantee Obligation of any guaranteeing person shall be deemed to be the maximum stated amount of the primary obligation relating to such Guarantee Obligation (or, if less, the maximum stated liability set forth in the instrument embodying such Guarantee Obligation); and provided,  further, that in the absence of any such stated amount or stated liability, the amount of such Guarantee Obligation shall be such

-3-

 

guaranteeing person’s maximum anticipated liability in respect thereof as reasonably determined by such Person in good faith.

Interest Expense” shall mean, with respect to any Person and its consolidated Subsidiaries, for any period, the amount of total interest expense incurred by such Person, including capitalized or accruing interest (but excluding interest funded under a construction loan), all with respect to such period.

Liquidity” shall mean, at any time and with respect to any Person and its consolidated Subsidiaries, without duplication, the amount equal to the sum of Cash Liquidity and Near Cash Liquidity of such Person and its consolidated Subsidiaries.

Near Cash Liquidity” shall mean, at any time and with respect to any Person and its consolidated Subsidiaries, the market value of Near Cash Securities held by such Person and its consolidated Subsidiaries as of such date.

Near Cash Securities” shall mean (i) CMBS having, at all times, a maturity or weighted average life of twelve (12) months or less, as determined by the applicable servicer, (ii) RMBS having a duration of twelve (12) months or less as determined by Tilden Park Capital Management (and, at Buyer’s request, the assumptions used in such determination shall be provided to Buyer for Buyer’s review), in each case, having a rating of Baa3 or BBB (or the equivalent) or higher by at least one Rating Agency (it being acknowledged that such securities may also have a lower rating from one or more Rating Agencies) or (iii) other public or privately placed securities approved by Buyer.

Non-Recourse Indebtedness” shall mean, with respect to any Person and any date, indebtedness of such Person as of such date for borrowed money in respect of which recourse for payment (except for customary exceptions for fraud, misapplication of funds, environmental indemnities, Acts of Insolvency, non‑approved transfers or other events) is contractually limited to specific assets of such Person encumbered by a Lien securing such Indebtedness.

REIT” shall mean a Person satisfying the conditions and limitations set forth in Section 856(b), Section 856(c) and Section 857(a) of the Code and qualifying as a real estate investment trust, as defined in Section 856(a) of the Code.

RMBS” shall mean mortgage pass-through certificates or other securities issued pursuant to a securitization of residential mortgage loans.

Tangible Net Worth” shall mean with respect to any Person and its consolidated Subsidiaries, and as of a particular date (a) all amounts which would be included under capital or shareholders’ equity of such Person and its consolidated Subsidiaries on a balance sheet of such Person and its consolidated Subsidiaries at such date, determined in accordance with GAAP, less (b) (i) amounts owing to such Person or any such consolidated Subsidiary from any Affiliates or from officers, employees, partners, members, directors, shareholders or other Persons similarly

-4-

affiliated with such Person or any Affiliate thereof, (ii) intangible assets (other than Hedging Transactions to the extent related to any Purchased Asset and excluding mortgage loan servicing and/or special servicing rights of such Person and its consolidated Subsidiaries) of such Person and its consolidated Subsidiaries, if any, and (iii) prepaid taxes and/or expenses.

Total Assets” shall mean, with respect to any Person on any date, (i) an amount equal to the aggregate book value of all assets owned by such Person and its Subsidiaries on a consolidated basis and the proportionate share of assets owned by non‑consolidated Subsidiaries of such Person, less (ii) (A) amounts owing to such Person or any of its Subsidiaries from any Affiliate thereof, or from officers, employees, partners, members, directors, shareholders or other Persons similarly affiliated with such Person or any Affiliate thereof, (B) intangible assets (other than Hedging Transactions specifically related to the Purchased Assets and excluding mortgage loan servicing and/or special servicing rights of such Person and its consolidated Subsidiaries) and (C) prepaid taxes and expenses, plus (iii) the amount of any future funding obligations of such Person and its Subsidiaries under any loans or financings (including any construction loans) outstanding as of any date, all on or as of such date and determined in accordance with GAAP.

Total Indebtedness” shall mean with respect to any Person and its consolidated Subsidiaries, and as of a particular date, all amounts of Indebtedness (other than Contingent Liabilities not reflected on such Person’s consolidated balance sheet), plus the proportionate share of all Indebtedness (other than Contingent Liabilities not reflected on such Person’s consolidated balance sheet) of all non-consolidated Affiliates of such Person, on or as of such date.

2.         Guarantee.  (a)  Guarantor hereby unconditionally and irrevocably guarantees to Buyer the prompt and complete payment and performance of the Obligations by each Seller and each Parent when due (whether at the stated maturity, by acceleration or otherwise).

(b)        Notwithstanding anything in Section 2(a) to the contrary, but subject in all cases to Sections 2(c),  and (d) below, the maximum liability of the Guarantor hereunder and under the Transaction Documents as of any date of determination shall in no event exceed twenty-five percent (25%) of the then-currently unpaid aggregate Repurchase Price of all Purchased Assets subject to Transaction as of such date of determination.

(c)        Notwithstanding the foregoing, the limitation on recourse liability as set forth in Section 2(b) above SHALL BECOME NULL AND VOID and shall be of no force and effect and the Obligations shall be fully recourse to Guarantor upon the occurrence of any of the following:

(i)         a voluntary bankruptcy or insolvency proceeding is commenced by any Seller or any Parent under the Bankruptcy Code or any similar federal or state law or any law of any other jurisdiction;

(ii)       an involuntary bankruptcy or insolvency proceeding is commenced against any Seller or any Parent in connection with which any Seller, any Parent or Guarantor or any Affiliate of any of the foregoing (alone or in any combination) has or have colluded in any way with the creditors commencing or filing such proceeding;

-5-

 

(iii)      any material breach of the separateness covenants set forth in Articles 11(v) or (w) of the Repurchase Agreement that results in a legal or equitable consolidation of any Seller with Guarantor or any Subsidiary of Guarantor that is also a direct or indirect parent of such Seller in connection with any bankruptcy or insolvency proceeding of Guarantor or such parent of Seller; or

(d)        In addition to the foregoing and notwithstanding the limitation on recourse liability set forth in Section 2(b) above, Guarantor shall be liable for any actual losses, costs, claims, expenses or other liabilities actually incurred by Buyer arising out of or attributable to the following items:

(i)         fraud or intentional misrepresentation by any Seller, any Parent, Guarantor, or any other Affiliate of any Seller, any Parent or Guarantor in connection with the execution and the delivery of this Guarantee, the Repurchase Agreement, or any other Transaction Document, or any certificate, report, financial statement or other instrument or document furnished to Buyer by any such parties at the time of the closing of the Repurchase Agreement or during the term of the Repurchase Agreement;

(ii)       any material breach of the separateness covenants set forth in Articles 11(v) or (w) of the Repurchase Agreement (other than as set forth in Section 2(c)(iii) above);

(iii)      any material breach of any representations and warranties relating to Environmental Laws by any Seller, Guarantor or any of their respective Affiliates, or any indemnity for costs incurred by Buyer in connection with the violation of any Environmental Law, the correction of any environmental condition, or the removal of any Materials of Environmental Concern, in each case in any way affecting any Seller’s or Guarantor’s properties or any of the Purchased Assets.

(e)        Guarantor further agrees to pay any and all reasonable out-of-pocket expenses (including, without limitation, all reasonable fees and disbursements of counsel) that may be paid or incurred by Buyer in connection with (i) enforcing any of its rights hereunder, (ii) obtaining advice of counsel with respect to the enforcement, potential enforcement or analysis of its rights hereunder, and (iii) collecting any amounts owed to it hereunder.  This Guarantee shall remain in full force and effect and be fully enforceable against Guarantor in all respects until the later of (i) the date upon which the Obligations are paid in full and (ii) the termination of the Repurchase Agreement, notwithstanding that from time to time prior thereto, Sellers and/or Parents may be free from any Obligations.

(f)        No payment or payments made by any Seller,  any Parent or any other Person or received or collected by Buyer from any Seller, any Parent or any other Person by virtue of any action or proceeding or any set-off or appropriation or application, at any time or from time to time, in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of Guarantor hereunder,  and Guarantor shall, notwithstanding any such payment or payments, remain liable for the full amount of the Obligations under this Guarantee until the Obligations are paid in full, but subject to the limitations on Guarantor’s liability under Section 2(b) above.

-6-

 

(g)        Guarantor agrees that whenever, at any time, or from time to time, Guarantor shall make any payment to Buyer on account of any liability hereunder, Guarantor will notify Buyer in writing that such payment is made under this Guarantee for such purpose.

3.         Subrogation.  Upon making any payment hereunder, Guarantor shall be subrogated to the rights of Buyer against any Seller and any Parent and in any collateral for any Obligations with respect to such payment; provided, that Guarantor shall not seek to enforce any right or receive any payment by way of subrogation, or seek any contribution or reimbursement from any Seller, until all amounts then due and payable by Sellers or Parents to Buyer or any of its Affiliates under the Governing Agreements have been paid in full; provided,  further, that such subrogation rights shall be subordinate in all respects to all amounts owing to Buyer under the Governing Agreements.  If any amount shall be paid to Guarantor on account of such subrogation rights at any time when all of the Repurchase Obligations shall not have been paid in full, such amount shall be held by Guarantor in trust for Buyer, segregated from other funds of Guarantor, and shall, forthwith upon receipt by Guarantor, be turned over to Buyer in the exact form received by Guarantor (duly indorsed by Guarantor to Buyer, if required), to be applied against the Repurchase Obligations, whether matured or unmatured, in such order as Buyer may determine.

4.         Amendments, etc. with Respect to the Obligations.  Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against Guarantor, and without notice to or further assent by Guarantor, any demand for payment of any of the Obligations made by Buyer may be rescinded by Buyer and any of the Obligations continued, and the Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by Buyer, and any Governing Agreement and any other document in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as Buyer may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by Buyer for the payment of the Obligations may be sold, exchanged, waived, surrendered or released.  Buyer shall have no obligation to protect, secure, perfect or insure any lien at any time held by it as security for the Obligations or for this Guarantee or any property subject thereto.  When making any demand hereunder against Guarantor, Buyer may, but shall be under no obligation to, make a similar demand on any Seller,  any Parent or any other Person, and any failure by Buyer to make any such demand or to collect any payments from any Seller,  any Parent or any such other Person or any release of any Seller,  any Parent or such other Person shall not relieve Guarantor of its Obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of Buyer against Guarantor.  For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

5.         Guarantee Absolute and Unconditional.  (a)  Guarantor hereby agrees that its obligations under this Guarantee constitute a guarantee of payment when due and not of collection.  Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by Buyer upon this Guarantee or acceptance of this Guarantee; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee; and all dealings between

-7-

 

Sellers,  Parents and Guarantor, on the one hand, and Buyer, on the other hand, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee.  Guarantor waives promptness, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Seller,  any Parent or this Guarantee with respect to the Obligations.  This Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (i) the validity, regularity or enforceability of any Governing Agreement, any of the Obligations or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by Buyer, (ii) any defense, set-off or counterclaim (other than a defense of payment or performance) that may at any time be available to or be asserted by any Seller or any Parent against Buyer, (iii) any requirement that Buyer exhaust any right to take any action against any Seller,  any Parent or any other Person prior to or contemporaneously with proceeding to exercise any right against Guarantor under this Guarantee or (iv) any other circumstance whatsoever (with or without notice to, or knowledge of,  any Seller,  any Parent or Guarantor) that constitutes, or might be construed to constitute, an equitable or legal discharge of any Seller and/or any Parent for the Obligations or of Guarantor under this Guarantee, in bankruptcy or in any other instance.  When pursuing its rights and remedies hereunder against Guarantor, Buyer may, but shall be under no obligation, to pursue such rights and remedies that Buyer may have against any Seller,  any Parent or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by Buyer to pursue such other rights or remedies or to collect any payments from any Seller,  any Parent or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any Seller, Parent or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of Buyer against Guarantor.  This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon Guarantor and its successors and assigns thereof, and shall inure to the benefit of Buyer, and its permitted successors, endorsees, transferees and assigns, until all the Obligations and the obligations of Guarantor under this Guarantee shall have been satisfied by payment in full, notwithstanding that from time to time during the term of the Governing Agreements, Sellers  or Parents  may be free from any Obligations.

(b)        Without limiting the generality of the foregoing, Guarantor hereby agrees, acknowledges, and represents and warrants to Buyer as follows:

(i)         Guarantor hereby waives any defense arising by reason of, and any and all right to assert against Buyer any claim or defense based upon, an election of remedies by Buyer that in any manner impairs, affects, reduces, releases, destroys and/or extinguishes Guarantor’s subrogation rights, rights to proceed against any Seller,  any Parent or any other guarantor for reimbursement or contribution, and/or any other rights of Guarantor to proceed against any Seller, any Parent, any other guarantor or any other person or security.

(ii)       Guarantor is presently informed of the financial condition of each Seller and each Parent and of all other circumstances that diligent inquiry would reveal and that bear upon the risk of nonpayment of the Obligations.  Guarantor hereby covenants that it will make its own investigation and will continue to keep itself informed about the financial condition of each Seller and each Parent and of all other circumstances that bear upon the risk of nonpayment and that it

-8-

 

will continue to rely upon sources other than Buyer for such information and will not rely upon Buyer for any such information.  Guarantor hereby waives the right, if any, to require Buyer to disclose to Guarantor any information that Buyer may now or hereafter acquire concerning such condition or circumstances.

(iii)      Guarantor has independently reviewed the Governing Agreements and related agreements and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this Guarantee to Buyer, Guarantor is not in any manner relying upon the validity, and/or enforceability, and/or attachment, and/or perfection of any liens or security interests of any kind or nature granted by any Seller or any Parent to Buyer, now or at any time and from time to time in the future.

6.         Reinstatement.  This Guarantee shall continue to be effective, or be reinstated, as the case may be, if at any time payment, or any part thereof, of any of the Obligations is rescinded or must otherwise be restored or returned by Buyer upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of any Seller or any Parent or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for any Seller or any Parent or any substantial part of the property of any Seller or any Parent, or otherwise, all as though such payments had not been made.

7.         Payments. Guarantor hereby agrees that the Obligations will be paid to Buyer without set-off or counterclaim in U.S. Dollars at the address specified in writing by Buyer.

8.         Representations and Warranties.  Guarantor represents and warrants as of the date hereof and as of each Purchase Date under the Repurchase Agreement that:

(a)        Guarantor is duly organized, validly existing and in good standing under the laws and regulations of its jurisdiction of incorporation or organization, as the case may be.  Guarantor is duly licensed, qualified, and in good standing in every state where such licensing or qualification is necessary for the transaction of its business.  Guarantor has the power to own and hold the assets it purports to own and hold, and to carry on its business as now being conducted and proposed to be conducted, and has the power to execute, deliver, and perform its obligations under this Guarantee and the other Governing Agreements.

(b)        This Guarantee has been duly executed and delivered by Guarantor, for good and valuable consideration.  This Guarantee constitutes the legal, valid and binding obligations of Guarantor, enforceable against Guarantor in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity (whether enforcement is sought in proceedings in equity or at law).

(c)        Neither the execution and delivery of this Guarantee nor compliance by Guarantor with the terms, conditions and provisions of this Guarantee will conflict with or result in a breach of any of the terms, conditions or provisions of (A) its organizational documents, (B) any contractual obligation to which it is now a party or constitute a default thereunder, or result thereunder in the creation or imposition of any lien upon any of its assets, (C) any judgment or

-9-

 

order, writ, injunction, decree or demand of any court applicable to it, or (D) any applicable Requirement of Law.

(d)        There is no action, suit, proceeding, investigation, or arbitration pending or, to the Knowledge of Guarantor, threatened against Guarantor or any of its assets (A) with respect to any of the Transaction Documents or any of the transactions contemplated hereby or thereby, or (b) which if adversely determined with respect to Guarantor, would reasonably be expected to have a Material Adverse Effect.

(e)        No consent, approval, authorization, or order of any third party including any Governmental Authority is required that has not already been obtained in connection with (A) the execution and delivery by Guarantor of this Guarantee or to consummate the transactions contemplated hereby, (B) the legality, validity, binding effect or enforceability of this Guarantee against Guarantor or (C) the consummation of the transactions contemplated by this Guarantee.

(f)        Guarantor has timely filed (taking into account all applicable extensions) all required federal income tax returns and all other material tax returns, domestic and foreign, required to be filed by it and has paid all taxes, assessments, fees, and other governmental charges payable by it, or with respect to any of its properties or assets, that have become due and payable except to the extent such amounts are being contested in good faith by appropriate proceedings for which appropriate reserves have been established in accordance with GAAP, and there is no claim relating to any such taxes now pending that was made in writing by any Governmental Authority and that is not being contested in good faith as provided above.

(g)        There are no judgments against Guarantor unsatisfied of record or docketed in any court located in the United States of America which would reasonably be expected to have a Material Adverse Effect and no Act of Insolvency has ever occurred with respect to it.

9.         Financial and other Covenants.  Guarantor (on a consolidated basis, but adjusted to remove the impact of consolidating any variable interest entities under the requirements of Accounting Standards Codification (“ASC”) Section 810 and/or transfers of financial assets accounted for as secured borrowings under ASC Section 860, as both of such ASC sections are amended, modified and/or supplemented from time to time) shall satisfy each of the following financial covenants:

(a)        Guarantor shall not permit its Liquidity to be less than $125,000,000; of which not less than $50,000,000 shall be comprised of Cash Liquidity;

(b)        Guarantor shall not permit its Tangible Net Worth to be less than the sum of (A) $2,967,415,000, plus (B) seventy-five percent (75%) of the aggregate net cash proceeds (net of underwriting discounts and commissions, and other out-of-pocket expenses incurred by Guarantor in connection any issuance or sale) received by Guarantor from any issuance or sale of Capital Stock (other than Capital Stock constituting Convertible Debt Securities) occurring after the Closing Date, plus (C) seventy-five percent (75%) of any increase in capital or shareholders’ equity (or like caption however denominated) on the balance sheet of Guarantor resulting from the settlement, conversion or repayment of any Convertible Debt Security occurring after the Closing Date;

-10-

 

(c)        Guarantor shall not permit the ratio of its Total Indebtedness to Total Assets at any time to be greater than 0.75 to 1.00;

(d)        Guarantor shall not permit the ratio of Guarantor’s EBITDA for any fiscal quarter to Guarantor’s Interest Expense for such fiscal quarter to be less than 2.00 to 1.00;

(e)        Guarantor shall not permit the ratio of Guarantor’s EBITDA for any fiscal quarter to Guarantor’s Fixed Charges for such fiscal quarter to be less than 1.5 to 1.00; and

(f)        Guarantor shall not permit at any time Guarantor to fail to maintain its status as a REIT.

10.       Further Covenants of Guarantor.

(a)        Taxes.  As of the date hereof and as of each Purchase Date, each Future Funding Date and each Additional Advance Date under the Repurchase Agreement, no liens for material amounts of Taxes have been filed against Guarantor or any of Guarantor’s assets, and no claims have been asserted in writing with respect to any such Taxes (except for liens and with respect to Taxes not yet due and payable, liens or claims with respect to Taxes that are being contested in good faith and for which adequate reserves have been established in accordance with GAAP).(b)   PATRIOT Act.

(i)         Guarantor is in compliance, in all material respects, with (A) the Trading with the Enemy Act, as amended, and each of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) and any other applicable enabling legislation or executive order relating thereto, and (B) the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA Patriot Act of 2001).  No part of the proceeds of any Transaction will be used, directly or indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended.

(ii)       Guarantor agrees that, from time to time upon the prior written request of Buyer, it shall (A) execute and deliver such further documents, provide such additional information and reports and perform such other acts as Buyer may reasonably request in order to insure compliance with the provisions hereof (including, without limitation, compliance with the USA PATRIOT Act of 2001 and to fully effectuate the purposes of this Guarantee and (B) provide such opinions of counsel as Buyer may reasonably request due to any change in Requirements of Law or Buyer Compliance Policy concerning matters described in this Section 10(b) or in Article 9(b)(xxxi) or Article 9(b)(xxxiii) of the Repurchase Agreement;  provided,  however, that nothing in this Section 10(b) shall be construed as requiring Buyer to conduct any inquiry or decreasing Guarantor’s responsibility for its statements, representations, warranties or covenants hereunder.  In order to enable Buyer and its Affiliates to comply with any anti-money laundering program and related responsibilities including, but not limited to, any obligations under the USA Patriot Act of 2001 and regulations thereunder, Guarantor on behalf of itself and its Affiliates represents to Buyer and its Affiliates that neither Guarantor, nor any of its Affiliates, is a Prohibited Investor, and

-11-

 

Guarantor is not acting on behalf of or for the benefit of any Prohibited Investor.  Guarantor agrees to promptly notify Buyer or a person appointed by Buyer to administer their anti-money laundering program, if applicable, of any change in information affecting this representation and covenant.

(c)        Financial Reporting.  Guarantor shall provide, or cause to be provided, to Buyer the following financial and reporting information:

(i)         Within forty-five (45) calendar days after the last day of each of the first three fiscal quarters in any fiscal year, a quarterly reporting package substantially in the form of Exhibit III-B attached to the Repurchase Agreement;

(ii)       Within ninety (90) calendar days after the last day of its fiscal year, an annual reporting package substantially in the form of Exhibit III-C attached to the Repurchase Agreement; and

(iii)      Upon Buyer’s request, copies of Guarantor’s consolidated Federal Income Tax returns, if any, delivered within thirty (30) days after the filing thereof.

11.       Right of Set-off.  Guarantor hereby irrevocably authorizes Buyer and its Affiliates,  without notice to Guarantor, any such notice being expressly waived by Guarantor, to set‑off and appropriate and apply any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by Buyer to or for the credit or the account of Guarantor, or any part thereof in such amounts as Buyer may elect, against and on account of the obligations and liabilities of Guarantor to Buyer hereunder and claims of every nature and description of Buyer against Guarantor, in any currency, arising under any Governing Agreement, as Buyer may elect, whether or not Buyer has made any demand for payment.  Buyer shall notify Guarantor promptly of any such set‑off and the application made by Buyer, provided that the failure to give such notice shall not affect the validity of such set‑off and application.  The rights of Buyer under this Section 11 are in addition to other rights and remedies (including, without limitation, other rights of set‑off) that the Buyer may have.

12.       Severability.  Any provision of this Guarantee that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

13.       Section Headings.  The section headings used in this Guarantee are for convenience of reference only and shall not affect the interpretation or construction of this Guarantee.

14.       No Waiver; Cumulative Remedies.  Buyer shall not by any act (except by a written instrument pursuant to Section 15 hereof), delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any default or

-12-

 

event of default or in any breach of any of the terms and conditions hereof.  No failure to exercise, nor any delay in exercising, on the part of Buyer, any right, power or privilege hereunder shall operate as a waiver thereof.  No single or partial exercise of any right, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege.  A waiver by Buyer of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy that Buyer would otherwise have on any future occasion.  The rights and remedies herein provided are cumulative, may be exercised singly or concurrently and are not exclusive of any rights or remedies provided by law.

15.       Waivers and Amendments; Successors and Assigns; Governing Law.  None of the terms or provisions of this Guarantee may be waived, amended, supplemented or otherwise modified except by a written instrument executed by Guarantor and Buyer, except that any provision of this Guarantee may be waived by Buyer in a letter or agreement specifically waiving such terms and executed solely by Buyer. This Guarantee shall be binding upon Guarantor’s successors and assigns and shall inure to the benefit of Buyer, and Buyer’s permitted successors and assigns.  THIS GUARANTEE AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS GUARANTEE, THE RELATIONSHIP OF THE PARTIES TO THIS GUARANTEE, AND/OR THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES TO THIS GUARANTEE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CHOICE OF LAW RULES THEREOF.  THE PARTIES HERETO INTEND THAT THE PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS GUARANTEE.

16.       Notices.  Notices by Buyer to Guarantor shall be given in writing, addressed to Guarantor at the address or transmission number set forth under its signature below and shall be effective for all purposes if hand delivered or sent by (a) hand delivery, with proof of delivery, (b) certified or registered United States mail, postage prepaid, (c) expedited prepaid delivery service, either commercial or United States Postal Service, with proof of delivery or (d) by email, provided that such email notice must also be delivered by one of the means set forth above, to the address or transmission number set forth under its signature below or at such other address and person as shall be designated from time to time by Guarantor, as the case may be, in a written notice to Buyer.  A notice shall be deemed to have been given: (w) in the case of hand delivery, at the time of delivery, (x) in the case of registered or certified mail, when delivered or the first attempted delivery on a Business Day, (y) in the case of expedited prepaid delivery upon the first attempted delivery on a Business Day, or (z) in the case of email, upon receipt of confirmation, provided that such email notice was also delivered as required in this Section 16.  If Guarantor receives a notice that does not comply with the technical requirements for notice under this Section 16 it may elect to waive any deficiencies and treat the notice as having been properly given.  Notice by Guarantor to Buyer shall be given in the manner set forth in Article 15 of the Repurchase Agreement.

17.       SUBMISSION TO JURISDICTION; WAIVERS.  GUARANTOR HEREBY IRREVOCABLY AND UNCONDITIONALLY:

(A)      SUBMITS IN ANY LEGAL ACTION OR PROCEEDING ARISING OUT

-13-

 

OF OR RELATING TO THIS GUARANTEE OR THE OTHER LOAN DOCUMENTS TO WHICH GUARANTOR IS A PARTY, OR FOR RECOGNITION AND ENFORCEMENT OF ANY JUDGMENT IN RESPECT THEREOF, TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK, THE COURTS OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK, AND APPELLATE COURTS FROM ANY THEREOF;

(B)      CONSENTS THAT ANY SUCH ACTION OR PROCEEDING MAY BE BROUGHT IN SUCH COURTS AND WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT OR THAT SUCH ACTION OR PROCEEDING WAS BROUGHT IN AN INCONVENIENT COURT AND AGREES NOT TO PLEAD OR CLAIM THE SAME;

(C)      AGREES THAT SERVICE OF PROCESS IN ANY SUCH ACTION OR PROCEEDING MAY BE EFFECTED BY MAILING A COPY THEREOF BY REGISTERED OR CERTIFIED MAIL (OR ANY SUBSTANTIALLY SIMILAR FORM OF MAIL), POSTAGE PREPAID, TO GUARANTOR AT ITS ADDRESS SET FORTH UNDER GUARANTOR’S SIGNATURE BELOW OR AT SUCH OTHER ADDRESS OF WHICH BUYER SHALL HAVE BEEN NOTIFIED IN WRITING BY GUARANTOR; AND

(D)      AGREES THAT NOTHING HEREIN SHALL AFFECT THE RIGHT TO EFFECT SERVICE OF PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT TO SUE IN ANY OTHER JURISDICTION.

18.       Integration.  This Guarantee represents the agreement of Guarantor with respect to the subject matter hereof and there are no promises or representations by Buyer relative to the subject matter hereof not reflected herein.

19.       Execution.  This Guarantee may be executed in counterparts, each of which so executed shall be deemed to be an original, but all of such counterparts shall together constitute but one and the same instrument.  Delivery by telecopier or other electronic transmission (including a .pdf e-mail transmission) of an executed counterpart of a signature page to this Guarantee shall be effective as delivery of an original executed counterpart of this Guarantee.

20.       Acknowledgments.  Guarantor hereby acknowledges that:

(a)        it has been advised by counsel in the negotiation, execution and delivery of this Guarantee and the related documents;

(b)        Buyer has no fiduciary relationship to Guarantor, and the relationship between Buyer and Guarantor is solely that of surety and creditor; and

(c)        no joint venture exists between or among any of Buyer, on the one hand, and Sellers, Parents and/or Guarantor on the other hand.

21.       Intent.  Guarantor intends for this Guarantee to be a credit enhancement

-14-

 

related to a repurchase agreement, within the meaning of Section 101(47) of the Bankruptcy Code and, therefore, for this Guarantee to be itself a repurchase agreement, within the meaning of Section 101(47) and Section 559 of the Bankruptcy Code.

22.       WAIVERS OF JURY TRIAL.  EACH OF GUARANTOR AND BUYER HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS GUARANTEE OR ANY RELATED DOCUMENT AND FOR ANY COUNTERCLAIM HEREIN OR THEREIN.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

 

-15-

 

IN WITNESS WHEREOF, the undersigned has caused this Guarantee to be duly executed and delivered as of the date first above written.

 

 

 

 

 

STARWOOD PROPERTY TRUST INC., a

 

Maryland corporation

 

 

 

 

 

 

 

By:

_ /s/ Andrew J. Sossen______________________

 

 

Name:

Andrew J. Sossen

 

 

Title:

Chief Operating Officer

 

 

 

 

Address:

 

 

 

Starwood Property Trust, Inc.

 

591 West Putnam Avenue

 

Greenwich, Connecticut 06830

 

Attention:  Mr. Andrew Sossen

 

 

 

with a copy to:

 

 

 

Sidley Austin LLP

 

787 Seventh Avenue

 

New York, New York 10019

 

Attention:  Robert L. Boyd, Esq.

 

-16-

Exhibit 10.5

 

FIRST AMENDMENT TO

GUARANTY AGREEMENT

FIRST AMENDMENT TO GUARANTY AGREEMENT, dated as of September 15, 2017 (this “Amendment”), made by STARWOOD PROPERTY TRUST INC., a corporation organized under the laws of the State of Maryland (“Guarantor”), for the benefit of JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, a national banking association organized under the laws of the United States (including any successor thereto, “Buyer”).  Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in the Guarantee (as defined below).

RECITALS

WHEREAS, Purchaser, Starwood Property Mortgage Sub-14, L.L.C., Starwood Property Mortgage Sub-14-A, L.L.C. and Starwood Mortgage Funding VI LLC, each a Delaware limited liability company (collectively, the “Seller”) are parties to that certain Uncommitted Master Repurchase Agreement, dated as of December 10, 2015, as amended by that certain First Amendment to Master Repurchase Agreement, dated as of March 31, 2016, and that certain Second Amendment to Uncommitted Master Repurchase Agreement, dated as of April 25, 2016 (as so amended, the “Repurchase Agreement”), and the other Transaction Documents (as defined therein);

WHEREAS, in connection with the Repurchase Agreement, Guarantor made that certain Guarantee, dated as of December 10, 2015, for the benefit of Buyer (the “Guarantee”); and

WHEREAS, Guarantor and Buyer desire to make certain modifications to the Guarantee.

NOW THEREFORE, in consideration of the foregoing recitals, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:

ARTICLE I.

 

AMENDMENT

(a)        The definition of “Contingent Liabilities” set forth in Section 1 of the Guarantee is hereby amended and restated in its entirety as follows:

Contingent Liabilities” shall mean, with respect to any Person as of any date of determination, all of the following as of such date: (a) liabilities and obligations (including any Guarantee Obligations) of such Person in respect of “off-balance sheet arrangements” (as defined in the Off-Balance Sheet Rules defined below in this definition), and (b) obligations, including Guarantee Obligations, whether or not required to be disclosed in the footnotes to such Person’s financial statements, guaranteeing in whole or in part any Non-Recourse Indebtedness, lease, dividend or other obligation, excluding, however, (i) contractual indemnities (including any indemnity or price-adjustment provision relating to the purchase or

 

sale of securities or other assets), and (ii) guarantees of non-monetary obligations that have not yet been called on or quantified, of such Person or any other Person. The amount of any Contingent Liabilities described in the preceding clause (b) shall be deemed to be (i) with respect to a guarantee of interest or interest and principal, or operating income guarantee, the sum of all payments required to be made thereunder (which, in the case of an operating income guarantee, shall be deemed to be equal to the debt service for the note secured thereby), through (x) in the case of an interest or interest and principal guarantee, the stated date of maturity of the obligation (and commencing on the date interest could first be payable thereunder), or (y) in the case of an operating income guarantee, the date through which such guarantee will remain in effect, and (ii) with respect to all guarantees not covered by the preceding clause (i), an amount equal to the stated or determinable amount of the primary obligation in respect of which such guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof (assuming such Person is required to perform thereunder) as recorded on the balance sheet and in the footnotes to the most recent financial statements of such Person.  “Off-Balance Sheet Rules” means the Disclosure in Management’s Discussion and Analysis About Off-Balance Sheet Arrangements and Aggregate Contractual Obligations, Securities Act Release Nos. 33-8182; 34-47264; FR-67 International Series Release No. 1266 File No. S7-42-02, 68 Fed. Reg. 5982 (Feb. 5, 2003) (codified at 17 CFR Parts 228, 229 and 249).

(b)        The definition of “Fixed Charges” set forth in Section 1 of the Guarantee is hereby deleted in its entirety.

(c)        The definition of “Near Cash Liquidity” set forth in Section 1 of the Guarantee is hereby amended and restated in its entirety as follows:

 “Near Cash Liquidity” shall mean, at any time and with respect to any Person and its Subsidiaries on a consolidated basis, the sum of (i) the market value of Near Cash Securities held by such Person and its Subsidiaries as of such date as determined on a consolidated basis in accordance with GAAP and (ii) the amount of Undrawn Borrowing Capacity of such Person and its Subsidiaries under repurchase and credit facilities to which they are a party as of such date. Market Value of Near Cash Securities shall be determined on a quarterly basis through bids obtained from independent third party broker-dealers reasonably acceptable to Buyer.

 

(d)        The definition of “Total (d) Assets” set forth in Section 1 of the Guarantee is hereby amended and restated in its entirety as follows:

Total Assets” shall mean, with respect to any Person on any date, (i) an amount equal to the aggregate book value of all assets owned by such Person and its Subsidiaries on a consolidated basis and the proportionate share of assets owned by non-consolidated Subsidiaries of such Person, less (ii) (A) amounts owing to such Person or any of its Subsidiaries from any Affiliate thereof, or from officers, employees, partners, members, directors, shareholders or other Persons similarly

2

 

affiliated with such Person or any Affiliate thereof, (B) intangible assets (other than Hedging Transactions specifically related to the Purchased Assets and excluding mortgage loan servicing and/or special servicing rights of such Person and its consolidated Subsidiaries) and (C) prepaid taxes and expenses, all on or as of such date and determined in accordance with GAAP.

(e)        Section 1 of the Guarantee is hereby amended by adding the following defined term in its appropriate alphabetical order:

Undrawn Borrowing Capacity” shall mean, with respect to any Person as of any date, the total undrawn borrowing capacity available to such Person and its direct or indirect Subsidiaries under any repurchase and credit facilities and similar agreements to which they are a party as of such date, but (i) with respect to any such repurchase or committed credit facility or similar agreement that is a secured facility, solely to the extent that collateral has been approved by and pledged to the related buyer or lender under such facility and such amounts are available to such Person and its direct or indirect Subsidiaries without restriction or any other condition other than notice, and (ii) with respect to any such credit facility or similar agreement that is an unsecured facility, solely to the extent that such undrawn borrowing capacity is committed by the related lender.

(f)        Section 9 of the Guarantee is hereby amended and restated in its entirety as follows:

(9)        Financial Covenants.  Guarantor (on a consolidated basis, but adjusted to remove the impact of consolidating any variable interest entities under the requirements of Accounting Standards Codification (“ASC”) Section 810 and/or transfers of financial assets accounted for as secured borrowings under ASC 860, as both ASC sections are amended, modified and/or supplemented from time to time) shall satisfy each of the following financial covenants:

(a)        Guarantor shall not permit its Liquidity at any time to be less than $175,000,000; of which not less than $75,000,000 shall be comprised of Cash Liquidity.

(b)        Guarantor shall not permit its Tangible Net Worth to be less than the sum of (A) $3,124,857,000,  plus (B) seventy-five percent (75%) of the aggregate net cash proceeds (net of underwriting discounts and commissions, and other out-of-pocket expenses incurred by Guarantor in connection any issuance or sale) received by Guarantor from any issuance or sale of Capital Stock (other than Capital Stock constituting Convertible Debt Securities) occurring after September 15, 2017, plus (C) seventy-five percent (75%) of any increase in capital or shareholders’ equity (or

3

 

like caption however denominated) on the balance sheet of Guarantor resulting from the settlement, conversion or repayment of any Convertible Debt Security occurring after September 15, 2017;

(c)        Guarantor shall not permit the ratio of its Total Indebtedness to Total Assets at any time to be greater than 0.75 to 1.00;

(d)        Guarantor shall not permit the ratio of Guarantor’s EBITDA for any fiscal quarter to Guarantor’s Interest Expense for such fiscal quarter to be less than 2.00 to 1.00; or

(e)        Guarantor shall not permit at any time Guarantor to fail to maintain its status as a REIT.

ARTICLE II.

 

REPRESENTATIONS

Guarantor represents and warrants to Buyer, as of the date of this Amendment, as follows:

(i)         all representations and warranties made by it in Section 8 of the Guarantee are true and correct in all material respects;

(ii)       it is duly authorized to execute and deliver this Amendment and has taken all necessary action to authorize such execution, delivery and performance;

(iii)      the person signing this Amendment on its behalf is duly authorized to do so on its behalf;

(iv)       the execution, delivery and performance of this Amendment will not violate any Requirement of Law applicable to it or its organizational documents or any agreement by which it is bound or by which any of its assets are affected;

(v)        this Amendment has been duly executed and delivered by it; and

(vi)       Guarantor is not subject to financial covenants that are more favorable to the lender or repurchase buyer, as applicable, under any corporate credit facility or any repurchase agreement or loan agreement entered into for the purpose of financing the purchase or origination by Guarantor and/or its direct or indirect Subsidiaries of commercial real estate CMBS-type loans than the financial covenants set forth in Article 1(d) above.

4

 

ARTICLE III.

 

GOVERNING LAW

THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AND THE OBLIGATIONS, RIGHTS, AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS WITHOUT REGARD TO THE CONFLICT OF LAWS DOCTRINE APPLIED IN SUCH STATE (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK).

ARTICLE IV.

 

MISCELLANEOUS

(a)        Except as expressly amended or modified hereby, the Guarantee and the other Transaction Documents shall each be and shall remain in full force and effect in accordance with their terms.

(b)        This Amendment may be executed in counterparts, each of which so executed shall be deemed to be an original, but all of such counterparts shall together constitute but one and the same instrument.

(c)        The headings in this Amendment are for convenience of reference only and shall not affect the interpretation or construction of this Amendment.

(d)        This Amendment may not be amended or otherwise modified, waived or supplemented except as provided in the Guarantee.

(e)        This Amendment contains a final and complete integration of all prior expressions by the parties with respect to the subject matter hereof and shall constitute the entire agreement among the parties with respect to such subject matter, superseding all prior oral or written understandings.

(f)        The Guarantee, as amended by this Amendment, is a Transaction Document.

[SIGNATURES FOLLOW]

 

 

5

 

IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed as of the date first above written.

 

 

 

 

 

 

 

 

 

 

 

 

 

    

GUARANTOR:

 

 

 

 

 

 

 

 

 

 

 

STARWOOD PROPERTY TRUST INC., a corporation organized under the laws of the State of Maryland

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

By:

_ /s/ Andrew Sossen______________________

 

 

 

 

 

 

Name:

 Andrew Sossen

 

 

 

 

 

 

Title:

 Authorized Signatory

 

 

 

 

 

 

 

 

 

ACCEPTED AND AGREED BY:

 

 

 

 

 

 

 

 

 

 

 

BUYER:

 

 

 

 

 

 

 

 

 

 

 

JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, a national banking association organized under the laws of the United States

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

By:

 _ /s/ Thomas Cassino_________

 

 

 

 

 

 

Name:

 Thomas Cassino

 

 

 

 

 

 

Title:

 Executive Director

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Signature Page to First Amendment to Guarantee

Exhibit 10.6

 

SECOND AMENDMENT TO GUARANTEE AGREEMENT

 

THIS SECOND AMENDMENT TO GUARANTEE AGREEMENT, dated as of March 15, 2019 (this “Amendment”), between STARWOOD PROPERTY TRUST INC., a corporation organized under the laws of the State of Maryland (“Guarantor”), and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, a national bank association organized under the laws of the United States (“Buyer”). Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in the Guarantee (as defined below).

 

RECITALS

 

WHEREAS, Buyer, Starwood Property Mortgage Sub-14, L.L.C. (“Seller 14”), Starwood Property Mortgage Sub-14-A, L.L.C. (“Seller 14-A”), Starwood Mortgage Funding VI LLC (“Funding VI Seller”) and SPT CA Fundings 2, LLC (“SPT CA Seller”, together with Seller 14, Seller 14-A and Funding VI Seller, collectively, “Seller”) are parties to that certain Uncommitted Master Repurchase Agreement, dated as of December 10, 2015, as amended by: (i) that certain First Amendment to Uncommitted Master Repurchase Agreement, dated as of March 31, 2016, (ii) that certain Second Amendment to Uncommitted Master Repurchase Agreement, dated as of April 25, 2016, (iii) that certain Third Amendment to Uncommitted Master Repurchase Agreement and Amendment of Fee Letter, dated as of April 20, 2018, (iv) that certain Fourth Amendment to Uncommitted Master Repurchase Agreement, dated as of May 1, 2018, and (v) that certain Fifth Amendment to Uncommitted Master Repurchase Agreement, dated as of January 10, 2019 (as amended, modified and/or restated from time to time, the “Repurchase Agreement”), and the other Transaction Documents (as defined therein);

 

WHEREAS, Guarantor indirectly owns one hundred percent (100%) of the Capital Stock of Seller;

 

WHEREAS, in connection with the Repurchase Agreement, Guarantor made that certain Guarantee, dated as of December 10, 2015, for the benefit of Buyer, as amended by that certain First Amendment to Guarantee Agreement, dated as of September 15, 2017, (as amended or modified prior to the date hereof, the “Existing Guarantee”; and, as amended by this Amendment, and as same may be hereafter further amended, modified and/or restated, the “Guarantee”), for the benefit of Buyer; and

 

WHEREAS, Guarantor and Buyer desire to make certain amendments and modifications to the Existing Guarantee.

 

NOW THEREFORE, in consideration of the foregoing recitals, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:

 

ARTICLE I.

 

AMENDMENT

 

Sections 9(c) and 9(d) of the Existing Guarantee are hereby deleted in their entirety and replaced with the following:

 

 

 

 

“(c)            Guarantor shall not permit the ratio of its Total Indebtedness to Total Assets at any time to be greater than 0.80 to 1.00;

 

(d)             Guarantor shall not permit the ratio of Guarantor’s EBITDA for any fiscal quarter to Guarantor’s Interest Expense for such fiscal quarter to be less than 1.40 to 1.00;”.

 

ARTICLE II.

 

REPRESENTATIONS

 

Guarantor represents and warrants to Buyer, as of the date of this Amendment, as follows:

 

(i)        all representations and warranties made by it in Section 8 of the Existing Guarantee are true and correct in all material respects;

 

(ii)       it is duly authorized to execute and deliver this Amendment and has taken all necessary action to authorize such execution, delivery and performance;

 

(iii)      the person signing this Amendment on its behalf is duly authorized to do so on its behalf;

 

(iv)      the execution, delivery and performance of this Amendment will not violate any Requirement of Law applicable to it or its organizational documents or any agreement by which it is bound or by which any of its assets are affected; and

 

(v)        this Amendment has been duly executed and delivered by it.

 

ARTICLE III.

 

FEES AND EXPENSES

 

Guarantor shall promptly pay all of Buyer’s reasonable out-of-pocket costs and expenses, including reasonable attorney’s fees and expenses incurred in connection with the preparation, negotiation, execution and delivery of this Amendment.

 

ARTICLE IV.

 

GOVERNING LAW

 

THIS AMENDMENT (AND ANY CLAIM OR CONTROVERSY HEREUNDER) SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AND THE OBLIGATIONS, RIGHTS, AND REMEDIES OF THE PARTIES  HEREUNDER  SHALL  BE  DETERMINED  IN  ACCORDANCE  WITH  SUCH

 

2

 

LAWS WITHOUT REGARD TO THE CONFLICT OF LAWS DOCTRINE APPLIED IN SUCH STATE (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK).

 

ARTICLE V.

 

MISCELLANEOUS

 

(a)        Except as expressly amended or modified hereby, the Guarantee and the other Transaction Documents shall each be and shall remain in full force and effect in accordance with their terms.

 

(b)        This Amendment may be executed in counterparts, each of which so executed shall be deemed to be an original, but all of such counterparts shall together constitute but one and the same instrument. The parties intend that faxed signatures and electronically imaged signatures (such as PDF files) shall constitute original signatures and are binding on all parties.

 

(c)        The headings in this Amendment are for convenience of reference only and shall not affect the interpretation or construction of this Amendment.

 

(d)        This Amendment may not be amended or otherwise modified, waived or supplemented except as provided in the Guarantee.

 

(e)        This Amendment contains a final and complete integration of all prior expressions by the parties with respect to the subject matter hereof and shall constitute the entire agreement among the parties with respect to such subject matter, superseding all prior oral or written understandings.

 

[SIGNATURES FOLLOW]

 

 

 

3

 

 

IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed and delivered as of the date first above written.

 

 

 

 

 

 

GUARANTOR:

 

 

 

 

STARWOOD PROPERTY TRUST INC., a

 

 

Maryland corporation

 

 

 

 

 

 

 

By:

/s/ Andrew J. Sossen

 

 

Name: Andrew J. Sossen

 

 

Title:   Authorized Signatory

 

 

 

 

 

 

 

 

 

 

BUYER:

 

 

 

JPMORGAN CHASE BANK, A NATIONAL

 

 

ASSOCIATION, a national banking

 

 

association

 

 

 

 

 

 

 

By:

/s/ Thomas N. Cassino

 

 

Name: Thomas N. Cassino

 

 

Title:   Executive Director

 

 

Signature Page to Second Amendment to Guarantee Agreement

Exhibit 10.7

EXECUTION VERSION

JPMORGAN CHASE BANK, NATIONAL ASSOCIATION

383 Madison Avenue

New York, New York 10179

 

September 17, 2019

Starwood Property Trust, Inc.

591 West Putnam Avenue

Greenwich, Connecticut 06830

Re:       Guarantee Agreement, dated as of December 10, 2015, made by Starwood Property Trust, Inc., a Maryland corporation (“Guarantor”) for the benefit of JPMorgan Chase Bank, National Association, a national banking association (“Buyer”), as amended by that certain First Amendment to Guarantee Agreement, dated as of September 15, 2017, and as amended by that certain Second Amendment to Guarantee Agreement, dated as of March 15, 2019

Ladies and Gentlemen:

Notwithstanding anything to the contrary contained in the Guarantee, Guarantor and Buyer agree that, if (a) Guarantor has entered into amendments of its liquidity covenants with each of the other repurchase buyers under all repurchase facilities that currently (or as of the Liquidity Covenant Modification Effective Date (as defined below)) have liquidity covenants more favorable to such repurchase buyers than the Requested Liquidity Covenant (as defined below) (such repurchase facilities, the “Other Facilities”) to which Guarantor is a party on or before September __, 2020, and (b) in all of such amendments to the Other Facilities, Guarantor’s liquidity covenant has been modified to be less restrictive to Guarantor than the liquidity covenant expressly set forth in Section 9(a) of the Guarantee, then Guarantor will give Buyer prompt notice thereof and, upon the earlier of (such earlier date, the “Liquidity Covenant Modification Effective Date”) (i) September __, 2020 and (ii) the date upon which Guarantor has entered into such amendments of its liquidity covenants with respect to each of its Other Facilities, Section 9(a) of the Guarantee shall be deemed to be automatically modified to conform to the most restrictive of such less restrictive liquidity covenants of the Other Facilities (as amended) (such covenant, the “MFN Liquidity Covenant”); provided that, notwithstanding the foregoing, in no event shall the foregoing cause, and the foregoing shall not cause, the liquidity covenant in Section 9(a) of the Guarantee to be any less restrictive than a liquidity covenant requiring that Guarantor not permit at any time (x) its Liquidity (as defined in the Guarantee on the date hereof) to be less than $150,000,000 or (y) its Cash Liquidity (as defined in the Guarantee on the date hereof) to be less than $50,000,000 (such covenant as described in the preceding clauses (x) and (y), the “Requested Liquidity Covenant”), and in the event that the MFN Liquidity Covenant is less restrictive than the Requested Liquidity Covenant, then on the Liquidity Covenant Modification Effective Date, Section 9(a) of the Guarantee, with no further action required on the part of either Guarantor or Buyer, shall automatically be modified, mutatis mutandis, to conform to the Requested Liquidity

 

Covenant.  Guarantor and Buyer each agree, at the request of the other, to execute and deliver any related amendments to the Guarantee to document the modifications contemplated by this paragraph, provided that the execution of any such amendments shall not be a precondition to the effectiveness thereof, but shall merely be for the convenience of Buyer and Guarantor.  For the avoidance of doubt, if, on September 17, 2020, Guarantor shall not have entered into amendments with each of the other repurchase buyers under all of the Other Facilities to modify the Guarantor’s liquidity covenants under such Other Facilities to be less restrictive to Guarantor than the liquidity covenant set forth in Section 9(a) of the Guarantee, then this paragraph shall be of no further force and effect, and the liquidity covenant set forth in Section 9(a) of the Guarantee shall remain unmodified.

Capitalized terms not otherwise defined herein shall have the respective meanings set forth in the Uncommitted Master Repurchase Agreement, dated as of December 10, 2015, by and among Starwood Property Mortgage Sub-14, L.L.C. (“Seller 14”), Starwood Property Mortgage Sub-14-A, L.L.C. (“Seller 14-A”), Starwood Mortgage Funding VI LLC (“Funding VI Seller”) and SPT CA Fundings 2, LLC (“SPT CA Seller”, together with Seller 14, Seller 14-A and Funding VI Seller, collectively, “Seller”), and JPMorgan Chase Bank, National Association (“Buyer”) (as the same has been and may be from time to time amended, modified and/or restated from time to time, the “Repurchase Agreement”).

Guarantor hereby agrees to keep the existence and the contents of this letter agreement strictly confidential and to not disclose the same without the prior written consent of Buyer, except (i) to the Affiliates of Guarantor or their respective directors, officers, employees, agents, advisors, attorneys and other representatives who are informed of the confidential nature of such information and instructed to keep it confidential, (ii) to Sellers’ and Guarantor’s direct or indirect investors, (iii) to the extent requested by any regulatory authority or required by Requirements of Law (including SEC rules, regulations and guidelines), (iv) to the extent required by GAAP to be included in the financial statements of Guarantor, Sellers or Affiliates thereof, (v) to the extent required to exercise any rights or remedies under the Transaction Documents, Purchased Assets, Purchased Asset Documents or Underlying Mortgaged Properties, (vi) to the extent required to consummate and administer a Transaction, (vii) to the extent required in connection with any litigation between any Buyer and Guarantor in connection with any Transaction Document or (viii) to the extent it is or becomes generally available to the public (other than if caused by the disclosure by Guarantor or any of their respective Affiliates).

If any term, covenant or condition of this letter agreement is held to be invalid, illegal or unenforceable in any respect, this letter agreement shall be construed without such provision.

This letter agreement may be executed in any number of duplicate originals and each duplicate original shall be deemed to be an original.  This letter agreement may be executed in several counterparts, each of which shall be deemed an original instrument and all of which together shall constitute a single letter agreement.  The failure of any party hereto to execute this letter agreement, or any counterpart hereof, shall not relieve the other signatories from their obligations hereunder.

2

 

This letter agreement and the obligations arising hereunder shall be governed by, and construed in accordance with, the laws of the State of New York.

[NO FURTHER TEXT ON THIS PAGE]

 

3

 

IN WITNESS WHEREOF, the undersigned have executed this letter agreement as of the date and year first written above.

 

 

 

 

 

BUYER:

 

 

 

 

 

 

 

JPMORGAN CHASE BANK, NATIONAL

 

ASSOCIATION, a national banking association

 

 

 

 

By:

 /s/ Anthony Shaskus

 

 

Name: Anthony Shaskus

 

 

Title: Vice President

 

 

4

 

 

 

 

 

GUARANTOR:

 

 

 

 

STARWOOD PROPERTY TRUST, INC.

 

a Maryland corporation

 

 

 

 

 

 

 

By:

_ /s/ Andrew Sossen____________

 

 

Name:

Andrew Sossen

 

 

Title:

Authorized Signatory

 

 

 

 

Exhibit 31.1

 

Certification Pursuant to

Section 302 of the Sarbanes-Oxley Act of 2002

 

I, Barry S. Sternlicht, certify that:

 

1.

I have reviewed this Quarterly Report on Form 10-Q of Starwood Property Trust, Inc. for the period ended September 30, 2019;

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

a.

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b.

Designed such internal controls over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

 

c.

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

d.

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

a.

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

b.

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

 

 

Date: November 8, 2019

/s/ BARRY S. STERNLICHT

 

Barry S. Sternlicht

 

Chief Executive Officer

 

Exhibit 31.2

 

Certification Pursuant to

Section 302 of the Sarbanes-Oxley Act of 2002

 

I, Rina Paniry, certify that:

 

1.

I have reviewed this Quarterly Report on Form 10-Q of Starwood Property Trust, Inc. for the period ended September 30, 2019;

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

a.

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b.

Designed such internal controls over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

 

c.

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

d.

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

a.

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

b.

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

 

 

Date: November 8, 2019

/s/ RINA PANIRY

 

Rina Paniry

 

Chief Financial Officer

 

Exhibit 32.1

 

Certification Pursuant to

18 U.S.C. Section 1350,

As Adopted Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

 

In connection with Starwood Property Trust, Inc.’s (the “Company”) Quarterly Report on Form 10-Q for the period ended September 30, 2019 (the “Report”), I, Barry S. Sternlicht, do hereby certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

 

1.

The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and

 

2.

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

 

 

Date: November 8, 2019

/s/ BARRY S. STERNLICHT

 

Barry S. Sternlicht

 

Chief Executive Officer

 

Exhibit 32.2

 

Certification Pursuant to

18 U.S.C. Section 1350,

As Adopted Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

 

In connection with Starwood Property Trust, Inc.’s (the “Company”) Quarterly Report on Form 10-Q for the period ended September 30, 2019 (the “Report”), I, Rina Paniry, do hereby certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

 

1.

The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and

 

2.

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

 

 

Date: November 8, 2019

/s/ RINA PANIRY

 

Rina Paniry

 

Chief Financial Officer