Annual report pursuant to Section 13 and 15(d)

DEBT OBLIGATIONS

v3.20.4
DEBT OBLIGATIONS
12 Months Ended
Dec. 31, 2020
Debt Disclosure [Abstract]  
DEBT OBLIGATIONS DEBT OBLIGATIONS
The following table presents certain information regarding New Residential’s secured financing agreements and secured notes and bonds payable debt obligations:
December 31, 2020 December 31, 2019
Collateral
Debt Obligations/Collateral Outstanding Face Amount
Carrying Value(A)
Final Stated Maturity(B)
Weighted Average Funding Cost Weighted Average Life (Years) Outstanding Face Amortized Cost Basis Carrying Value Weighted Average Life (Years)
Carrying Value(A)
Secured Financing Agreements(C)
Repurchase Agreements:
Warehouse Credit Facilities-Residential Mortgage Loans(F)
$ 4,043,156  $ 4,039,564  Feb-21 to Dec-22 2.18  % 0.6 $ 4,370,264  $ 4,496,831  $ 4,465,054  19.5 $ 5,053,207 
Agency RMBS(D)
12,682,427  12,682,427  Jan-21 0.24  % 0.2 12,929,057  13,715,013  13,800,351  0.9 15,481,677 
Non-Agency RMBS(E)
818,063  817,209  Jan-21 to Mar-21 3.48  % 0.3 17,183,226  1,534,798  1,548,351  0.7 7,317,519 
Real Estate Owned(G) (H)
8,480  8,480  Feb-21 to Dec-22 3.13  % 1.9 N/A N/A 11,098  N/A 63,822 
Total Secured Financing Agreements 17,552,126  17,547,680  0.84  % 0.3 27,916,225 
Secured Notes and Bonds Payable
Excess MSRs(I)
275,088  275,088   Aug-24 4.36  % 3.7 101,142,417  317,234  398,969  6.1 217,300 
MSRs(J)
2,704,923  2,691,791  Jul-22 to Dec-25 4.52  % 3.5 416,212,194  4,457,541  4,400,657  5.6 2,640,036 
Servicer Advance Investments(K)
423,144  423,144  Apr-21 to Dec-22 1.45  % 1.5 449,150  512,958  538,056  6.0 443,248 
Servicer Advances(K)
2,593,643  2,585,575  Apr-21 to Sep-23 2.42  % 1.8 2,970,329  3,002,267  3,002,267  0.7 2,738,424 
Residential Mortgage Loans(L)
1,045,275  1,039,838  Apr-21 to Aug-60 4.25  % 30.2 1,602,289  1,535,095  1,365,250  4.8 864,451 
Consumer Loans(M)
625,166  628,759  Sep -37 2.03  % 3.6 618,055  682,866  682,866  3.6 816,689 
Total Secured Notes and Bonds Payable 7,667,239  7,644,195  3.39  % 6.5 7,720,148 
Total/Weighted Average $ 25,219,365  $ 25,191,875  1.61  % 2.2 $ 35,636,373 
(A)Net of deferred financing costs.
(B)All debt obligations with a stated maturity through the date of issuance were refinanced, extended or repaid.
(C)These secured financing agreements had approximately $48.5 million of associated accrued interest payable as of December 31, 2020.
(D)All Agency RMBS repurchase agreements have a fixed rate.
(E)All Non-Agency RMBS secured financing agreements have LIBOR-based floating interest rates. This also includes repurchase agreements and related collateral of $25.2 million and $35.1 million, respectively, on retained bonds collateralized by Agency MSRs.
(F)Includes $258.0 million of repurchase agreements which bear interest at a fixed rate of 4.4%. All remaining repurchase agreements have LIBOR-based floating interest rates.
(G)All repurchase agreements have LIBOR-based floating interest rates.
(H)Includes financing collateralized by receivables including claims from FHA on Ginnie Mae EBO loans for which foreclosure has been completed and for which New Residential has made or intends to make a claim on the FHA guarantee.
(I)Includes $275.1 million of corporate loans which bear interest at a fixed rate of 4.4%.
(J)Includes $425.1 million of MSR notes which bear interest equal to the sum of (i) a floating rate index equal to one-month LIBOR and (ii) a margin of 4.5%; $329.9 million of MSR notes which bear interest equal to the sum of (i) a floating rate index equal to one-month LIBOR and (ii) a margin of 4.5%; and $1,950.0 million of capital markets notes with fixed interest rates ranging 3.8% to 5.4%. The outstanding face amount of the collateral represents the UPB of the residential mortgage loans underlying the MSRs and MSR financing receivables that secure these notes.
(K)$2.0 billion face amount of the notes have a fixed rate while the remaining notes bear interest equal to the sum of (i) a floating rate index equal to one-month LIBOR or a cost of funds rate, as applicable, and (ii) a margin ranging from 1.2% to 1.9%. Collateral includes Servicer Advance Investments, as well as servicer advances receivable related to the MSRs and MSR financing receivables owned by NRM.
(L)Represents (i) a $5.7 million note payable to Mr. Cooper which includes a $1.5 million receivable from government agency and bears interest equal to one-month LIBOR plus 2.9%, (ii) $58.3 million of SAFT 2013-1 mortgage-backed securities issued with fixed interest rate of 3.7% (see Note 13 for fair value details), (iii) $150.9 million of MDST
Trusts asset-backed notes held by third parties which bear interest equal to 6.6% (see Note 13 for fair value details), and (iv) $947.5 million of bonds held by third parties which bear interest at a fixed rate ranging from 3.2% to 5.0%.
(M)Includes the SpringCastle debt, which is composed of the following classes of asset-backed notes held by third parties: $572.1 million UPB of Class A notes with a coupon of 2.0% and a stated maturity date in September 2037 and $53.0 million UPB of Class B notes with a coupon of 2.7% and a stated maturity date in May 2036.

As of December 31, 2020, New Residential had no outstanding secured financing agreements where the amount at risk with any individual counterparty or group of related counterparties exceeded 10% of New Residential’s stockholders’ equity. The amount at risk under secured financing agreements is defined as the excess of carrying amount (or market value, if higher than the carrying amount) of the securities or other assets sold under agreement to repurchase, including accrued interest plus any cash or other assets on deposit to secure the repurchase obligation, over the amount of the repurchase liability (adjusted for accrued interest).

General

Certain of the debt obligations included above are obligations of New Residential’s consolidated subsidiaries, which own the related collateral. In some cases, such collateral is not available to other creditors of New Residential.

New Residential has margin exposure on $17.6 billion of secured financing agreements as of December 31, 2020. To the extent that the value of the collateral underlying these secured financing agreements declines, New Residential may be required to post margin, which could significantly impact its liquidity.

Activities related to the carrying value of New Residential’s debt obligations were as follows:
Excess MSRs MSRs
Servicer Advances(A)
Real Estate Securities Residential Mortgage Loans and REO Consumer Loans Total
Balance at December 31, 2018 $ 297,563  $ 2,360,856  $ 3,382,455  $ 11,780,855  $ 3,898,059  $ 936,447  $ 22,656,235 
Secured Financing Agreements:
Borrowings —  —  —  207,138,969  36,177,659  —  243,316,628 
Repayments —  —  —  (196,120,793) (34,833,314) —  (230,954,107)
Capitalized deferred financing costs, net of amortization —  —  —  165  (429) —  (264)
Secured Notes and Bonds Payable:
Ditech Acquisition(B)
—  —  —  —  209,459  —  209,459 
Borrowings 456,741  2,456,410  4,952,585  —  912,445  928,683  9,706,864 
Repayments (537,200) (2,178,755) (5,149,327) —  (383,635) (1,054,610) (9,303,527)
Discount on borrowings, net of amortization —  —  102  —  —  6,169  6,271 
Unrealized (gain) loss on notes, fair value —  —  —  —  1,236  —  1,236 
Capitalized deferred financing costs, net of amortization 196  1,525  (4,143) —  —  —  (2,422)
Balance at December 31, 2019 $ 217,300  $ 2,640,036  $ 3,181,672  $ 22,799,196  $ 5,981,480  $ 816,689  $ 35,636,373 
Secured Financing Agreements:
Borrowings —  —  —  113,228,180  63,453,603  —  176,681,783 
Repayments —  —  —  (122,526,887) (64,520,481) —  (187,047,368)
Capitalized deferred financing costs, net of amortization —  —  —  (853) (2,107) —  (2,960)
Secured Notes and Bonds Payable:
Borrowings 193,357  3,575,811  4,072,560  —  875,758  663,047  9,380,533 
Repayments (135,569) (3,517,429) (4,245,295) —  (697,789) (851,688) (9,447,770)
Discount on borrowings, net of amortization —  —  —  —  —  (2,882) (2,882)
Unrealized (gain) loss on notes, fair value —  —  —  —  (2,627) 3,593  966 
Capitalized deferred financing costs, net of amortization —  (6,627) (218) —  45  —  (6,800)
Balance at December 31, 2020 $ 275,088  $ 2,691,791  $ 3,008,719  $ 13,499,636  $ 5,087,882  $ 628,759  $ 25,191,875 
(A)New Residential net settles daily borrowings and repayments of the Secured Notes and Bonds Payable on its servicer advances.
(B)As a result of the Ditech Acquisition, New Residential acquired the servicing on certain residual tranches of Non-Agency RMBS it already owned, and now consolidates the respective securities.  See Note 9 for the associated loans.

Maturities

New Residential’s debt obligations as of December 31, 2020 had contractual maturities as follows:
Year Ending
Nonrecourse(A)
Recourse(B)
Total
2021 $ 882,761  $ 17,186,206  $ 18,068,967 
2022 800,000  1,260,621  2,060,621 
2023 1,200,000  302,851  1,502,851 
2024 —  583,801  583,801 
2025 257,468  1,888,428  2,145,896 
2026 and thereafter 1,407,229  —  1,407,229 
$ 4,547,458  $ 21,221,907  $ 25,769,365 
(A)Includes secured notes and bonds payable of $4.5 billion.
(B)Includes secured financing agreements and secured notes and bonds payable of $17.7 billion and $3.5 billion, respectively.

Borrowing Capacity

The following table represents New Residential’s borrowing capacity as of December 31, 2020:
Debt Obligations/ Collateral Borrowing Capacity Balance Outstanding Available Financing
Secured Financing Agreements
Residential mortgage loans and REO $ 4,913,746  $ 1,254,198  $ 3,659,548 
New Loan Originations 6,823,000  2,797,437  4,025,563 
Secured Notes and Bonds Payable
Excess MSRs 286,380  275,088  11,292 
MSRs(B)
3,689,991  2,704,923  985,068 
Servicer advances(A)(B)
4,365,000  3,016,787  1,348,213 
$ 20,078,117  $ 10,048,433  $ 10,029,684 
(A)New Residential’s unused borrowing capacity is available if New Residential has additional eligible collateral to pledge and meets other borrowing conditions as set forth in the applicable agreements, including any applicable advance rate.
(B)The borrowing capacity for servicing advance and MSR capital notes is equal to the current outstanding principal note balance at December 31,2020.

Certain of the debt obligations are subject to customary loan covenants and event of default provisions, including event of default provisions triggered by certain specified declines in New Residential’s equity or a failure to maintain a specified tangible net worth, liquidity, or indebtedness to tangible net worth ratio. New Residential was in compliance with all of its debt covenants as of December 31, 2020.

2020 Term Loan

On May 19, 2020, the Company, as borrower, entered into a three-year senior secured term loan facility agreement (the “2020 Term Loan”) in the principal amount of $600.0 million at a fixed annual rate of 11.0%.

In conjunction with the 2020 Term Loan, the Company issued common stock purchase warrants (the “2020 Warrants”) to the lenders. The 2020 Warrants expire approximately three years after the issuance date. The Company recorded the value of the
2020 Term Loan and 2020 Warrants on a relative fair value basis. The estimated fair value of the 2020 Warrants at the date of issuance was approximately $53.5 million and the Company recognized it as a discount to the 2020 Term Loan. Refer to Note 15, Equity and Earnings Per Share, for further details.

In August 2020, the Company made a $51.0 million prepayment on the 2020 Term Loan. As a result, The Company recorded a $5.7 million loss on extinguishment of debt, representing a write-off of unamortized debt issuance costs and original issue discount.

In September 2020, the Company used the net proceeds from a senior unsecured note (discussed further below), together with cash on hand, to fully retire all of the outstanding principal balance on the 2020 Term Loan.

The table below summarizes the interest expense on the 2020 Term Loan:
Year Ended December 31,
2020 2019
Coupon interest at 11%
$ 20,435  $ — 
Amortization of debt discounts and issuance costs 5,006  — 
Total $ 25,441  $ — 

The 2020 Term Loan contained certain customary affirmative and negative covenants and also required the Company to maintain compliance with certain financial covenants. The Company was in compliance with all financial covenants through extinguishment of the 2020 Term Loan.

2025 Senior Unsecured Notes

On September 16, 2020, the Company, as borrower, completed a private offering of $550.0 million aggregate principal amount of 6.250% senior unsecured notes due 2025 (the “2025 Senior Notes”). Interest on the 2025 Senior Notes accrue at the rate of 6.250% per annum with interest payable semi-annually in arrears on each April 15 and October 15, commencing on April 15, 2021.

The 2025 Senior Notes mature on October 15, 2025 and the Company may redeem some or all of the 2025 Senior Notes at the Company’s option, at any time from time to time, on or after October 15, 2022 at a price equal to the following fixed redemption prices (expressed as a percentage of principal amount of the 2025 Senior Notes to be redeemed):
Year Price
2022 103.125%
2023 101.563%
2024 and thereafter 100.000%

Prior to October 15, 2022, the Company will be entitled at its option on one or more occasions to redeem the 2025 Senior Notes in an aggregate principal amount not to exceed 40% of the aggregate principal amount of the 2025 Senior Notes originally issued prior to the applicable redemption date at a fixed redemption price of 106.250%.

Net proceeds from the offering were approximately $544.5 million, after deducting the initial purchasers’ discounts and commissions and estimated offering expenses payable by the Company. The Company used the net proceeds from the offering, together with cash on hand, to prepay and retire its then-existing 2020 Term Loan and to pay related fees and expenses. The Company recorded a $61.1 million loss on extinguishment of debt, representing a write-off of unamortized debt issuance costs and original issue discount.

The Company incurred fees of approximately $9.0 million in relation to the issuance of the 2025 Senior Notes. These fees were capitalized as debt issuance cost and are grouped and presented as part of Unsecured senior notes, net of issuance costs on the Consolidated Balance Sheets. For the year ended December 31, 2020, the Company recognized $10.0 million of interest expense. As of December 31, 2020, the unamortized debt issuance costs was approximately $8.4 million.
The 2025 Senior Notes are senior unsecured obligations and rank pari passu in right of payment with all of the Company’s existing and future senior unsecured indebtedness and senior unsecured guarantees. At the time of issuance, the 2025 Senior Notes were not guaranteed by any of the Company’s subsidiaries and none of its subsidiaries are required to guarantee the 2025 Senior Notes in the future, except under limited specified circumstances.

The 2025 Senior Notes contain financial covenants and other non-financial covenants, including, among other things, limits on the ability of the Company and its restricted subsidiaries to incur certain indebtedness (subject to various exceptions), requires that the Company maintain total unencumbered assets (as defined in the debt agreement) of not less than 120% of the aggregate principal amount of the outstanding unsecured debt, and imposes certain requirements in order for the Company to merge or consolidate with or transfer all or substantially all of its assets to another person, in each case subject to certain qualifications set forth in the debt agreement. If the Company were to fail to comply with these covenants, after the expiration of the applicable cure periods, the debt maturity could be accelerated or other remedies could be sought by the lenders. As of December 31, 2020, the Company was in compliance with all covenants.

In the event of a change of control, each holder of the 2025 Senior Notes will have the right to require the Company to repurchase all or any part of the outstanding balance at a purchase price of 101% of the principal amount of the 2025 Senior Notes repurchased, plus accrued and unpaid interest, if any, to, but not including, the date of such repurchase.