v3.25.2
REPURCHASE FACILITIES, NOTES PAYABLE AND CREDIT FACILITIES
 6 Months Ended
Jun. 30, 2025
Debt Disclosure [Abstract]  
REPURCHASE FACILITIES, NOTES PAYABLE AND CREDIT FACILITIES
NOTE 9 — REPURCHASE FACILITIES, NOTES PAYABLE AND CREDIT FACILITIES
As of June 30, 2025, the Company had $3.0 billion of debt outstanding, including net deferred financing costs, with a weighted average years to maturity of 1.8 years and a weighted average interest rate of 5.4%. The weighted average years to maturity is computed using the scheduled repayment date as specified in each loan agreement where applicable. The weighted average interest rate is computed using the interest rate in effect until the scheduled repayment date.
The following table summarizes the debt balances as of June 30, 2025 and December 31, 2024, and the debt activity for the six months ended June 30, 2025 (in thousands):
During the Six Months Ended June 30, 2025
 Balance as of December 31, 2024
Debt Issuances & Assumptions (1)
Repayments & Modifications
AmortizationBalance as of
June 30, 2025
Notes payable – variable rate debt$606,452 $— $(147,253)$— $459,199 
ABS mortgage notes758,520 — — — 758,520 
Credit facilities124,500 30,000 (29,000)— 125,500 
Repurchase facilities1,693,142 222,569 (222,001)— 1,693,710 
Total debt3,182,614 252,569 (398,254)— 3,036,929 
Deferred costs – variable rate debt(1,743)(77)314 

311 (1,195)
Deferred costs – ABS mortgage notes(10,582)(17)— 1,060 (9,539)
Total debt, net$3,170,289 $252,475 $(397,940)$1,371 $3,026,195 
____________________________________
(1)Includes deferred financing costs incurred during the period, if any.
For more information regarding the Company’s debt activity during the year ended December 31, 2024, see Note 10 - Repurchase Facilities, Notes Payable and Credit Facilities in the Notes to Consolidated Financial Statements of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.
Notes Payable
As of June 30, 2025, the Company had $459.2 million of variable rate debt outstanding, the borrowings of which are financed through note on note financing arrangements with Massachusetts Mutual Life Insurance Company (“Mass Mutual” and such financing, the “Mass Mutual Financing”), Citibank, N.A. (“Citibank” and such financing, the “Citibank Financing”), and Barclays Bank PLC (“Barclays” and such financing, the “Barclays Financing”) to provide financing for the Company’s CRE mortgage loans (the “Note on Note Financing Arrangements”).
The following table is a summary of the Note on Note Financing Arrangements as of June 30, 2025 (dollar amounts in thousands):
Note on Note Financing Arrangement
Date of Agreement
Maturity Date
Remaining Extension Options (1)
Weighted Average Interest Rate
Loans Financed under Note on Note Financing
Amount Financed
Citibank (2)
6/16/20238/9/2025
2/1 yr.
5.6%$85,931 $64,448 
Barclays (2)
10/20/20238/9/2025
2/1 yr.
5.6%152,368 114,276 
Mass Mutual3/16/2022(3)
N/A
6.6%393,990 280,475 
Total
$632,289 $459,199 
____________________________________
(1)Represents the number of extension options remaining and the term of each option. Such extension options are subject to certain conditions as set forth within each respective note on note financing agreement.
(2)Note on Note Financing Arrangement is held through CLR. Subsequent to June 30, 2025, the Company exercised one year extension options on the Note on Note Financing Arrangements resulting in maturity dates in August 2026.
(3)Borrowings under the Mass Mutual Financing mature on various dates from July 2027 through January 2028.
ABS Mortgage Notes
On July 28, 2021, the Company issued $774.0 million aggregate principal amount of asset backed securities (“ABS”) mortgage notes, Series 2021-1 (the “Class A Notes”) in six classes, as shown below:
Class of NotesInitial Principal Balance
Principal Balance as of June 30, 2025
Note RateAnticipated Repayment DateRated Final Payment Date
Credit Rating (1)
A-1 (AAA)$146,400,000 $140,208,000 2.09%July 2028July 2051AAA (sf)
A-2 (AAA)219,600,000 210,312,000 2.57%July 2031July 2051AAA (sf)
A-3 (AA)39,200,000 39,200,000 2.51%July 2028July 2051AA (sf)
A-4 (AA)58,800,000 58,800,000 3.04%July 2031July 2051AA (sf)
A-5 (A)124,000,000 124,000,000 2.91%July 2028July 2051A (sf)
A-6 (A)186,000,000 186,000,000 3.44%July 2031July 2051A (sf)
$774,000,000 $758,520,000 
____________________________________
(1)Reflects credit rating from Standard & Poor’s Financial Services LLC (“Standard & Poor’s”).
The collateral pool for the Class A Notes is comprised of 169 of the Company’s double- and triple-net leased single tenant properties, together with the related leases and certain other rights and interests. The aggregate balance of gross real estate assets, net of gross intangible lease liabilities, securing the Class A Notes was $1.0 billion. As of June 30, 2025, amounts outstanding on the Class A Notes totaled $758.5 million with a weighted average interest rate of 2.8%. The Company may prepay the Class A Notes in full on or after the payment date beginning in July 2026 for the Class A-1 (AAA) Notes, the Class A-3 (AA) Notes and the Class A-5 (A) Notes, and on or after the payment date in July 2028 for the Class A-2 (AAA) Notes, the Class A-4 (AA) Notes and the Class A-6 (A) Notes.
Credit Facilities
As of June 30, 2025, CMFT CL Lending Sub AB, LLC (the “Borrower”), an indirect wholly owned subsidiary of the Company, had a revolving loan and security agreement (the “Loan and Security Agreement”) with each of the lenders from time to time party thereto (the “Lenders”), Ally Bank as administrative agent and arranger (“Ally Bank”), U.S. Bank Trust Company, National Association, as the collateral custodian, and U.S. Bank National Association as the document custodian, which provides for borrowings in an aggregate principal amount up to $300.0 million (the “Loan Facility”), which may be increased during the revolving period (as defined below) to an aggregate principal amount up to $500.0 million as agreed to by the Borrower, any applicable Lender and Ally Bank.
Borrowings under the Loan and Security Agreement will bear interest equal to SOFR for the relevant interest period, plus an applicable rate. The applicable rate is 2.875% per annum (and an additional 2.00% per annum following an event of default under the Loan and Security Agreement). The revolving period began on February 10, 2023 and concludes on the day preceding the earlier to occur of (i) the scheduled revolving period end date of February 10, 2026, (ii) the date of the declaration of the revolving period end date upon the occurrence and continuation of an event of default, and (iii) the termination date. The termination date is the earlier to occur of (i) February 10, 2028 (two years after the revolving period end date) and (ii) the date of the declaration of the termination date or the date of the automatic occurrence of the termination date upon the occurrence and continuation of an event of default. As of June 30, 2025, the amounts borrowed and outstanding under the Loan Facility totaled $113.0 million at a weighted average interest rate of 7.2%.
CMFT Corporate Credit Securities, LLC, an indirect wholly-owned, bankruptcy-remote subsidiary of the Company, has a revolving credit and security agreement (the “Fourth Amended Credit and Security Agreement”) with the lenders from time to time parties thereto, Citibank, as administrative agent, CMFT Securities, as equityholder and as collateral manager, Citibank (acting through its Agency & Trust division), as both a collateral agent and as a collateral custodian, and Virtus Group, LP, as collateral administrator. The Fourth Amended Credit and Security Agreement provides for available borrowings under the revolving credit facility up to an aggregate principal amount of $18.0 million (the “Credit Securities Revolver”). The Credit Securities Revolver may be increased from time to time pursuant to the Fourth Amended Credit and Security Agreement. As of June 30, 2025, the amounts borrowed and outstanding under the Credit Securities Revolver totaled $12.5 million at a weighted average interest rate of 7.1%.
Borrowings under the Fourth Amended Credit and Security Agreement will bear interest equal to the one-month Term SOFR (as defined in the Fourth Amended Credit and Security Agreement) for the relevant interest period, plus an applicable rate. The applicable rate is dependent on the type of loan being financed, which includes broadly syndicated, private and middle market loans meeting certain criteria as set forth in the Fourth Amended Credit and Security Agreement and ranges from 1.90% to 2.75% per annum during the first two years of the reinvestment period and 2.00% to 2.85% during the last year of the reinvestment period and 2.10% to 2.95% per annum during the amortization period (and, in each case, an additional 2.00% per
annum following an event of default under the Fourth Amended Credit and Security Agreement). The reinvestment period began on December 31, 2019 and concluded on August 29, 2024 (the “Reinvestment Period”). The amortization period began on the last day of the Reinvestment Period and concludes on the date on which all obligations are paid in full (the “Amortization Period”). The final maturity date is the earliest to occur of: (i) the date that the Credit Securities Revolver is paid down and (ii) the second anniversary after the Reinvestment Period concludes. Borrowings under the Fourth Amended Credit and Security Agreement are secured by substantially all of the assets held by CMFT Corporate Credit Securities, LLC, which shall primarily consist of liquid corporate senior secured loans subject to certain eligibility criteria under the Fourth Amended Credit and Security Agreement.
The Company believes it was in compliance with the financial covenants under the Company’s various fixed and variable rate debt agreements, as of June 30, 2025.
Repurchase Facilities
As of June 30, 2025, indirectly owned subsidiaries of the Company (individually, a “Lending Sub”, and collectively, the “Lending Subs”), had Master Repurchase Agreements with Citibank, Barclays, Wells Fargo Bank, N.A. (“Wells Fargo”), Deutsche Bank AG (“Deutsche Bank”), and J.P. Morgan Securities LLC (“J.P. Morgan”) (collectively, the “Repurchase Agreements”) to provide financing primarily through each bank’s purchase of the Company’s CRE mortgage loans and CMBS and future funding advances (the “Repurchase Facilities”).
The following table is a summary of the Repurchase Facilities as of June 30, 2025 (dollar amounts in thousands):
Repurchase FacilityDate of Agreement
Maturity Date
Remaining Extension Options (1)
Maximum Facility SizeWeighted Average Interest Rate
Loans Financed under Repurchase Facility (2)
Amount Financed
Citibank6/4/20203/5/2027
2/1 yr.
$47,813 6.9%
(3)
$80,334 $47,813 
Citibank (4)
12/19/202312/19/2025
3/1 yr.
579,515 6.1%
(3)
545,520 414,731 
Barclays9/21/20209/22/2025
2/1 yr.
558,947 6.2%
(3)
700,396 378,334 
Barclays (4)
12/4/202312/4/2026
2/1 yr.
691,053 6.3%
(3)
179,083 129,844 
Wells Fargo5/20/20218/30/2025
2/1 yr.
750,000 6.1%
(3)
737,423 512,005 
Deutsche Bank (4)
10/8/202110/8/2025
2/1 yr.
300,000 7.0%
(3)
166,536 99,913 
J.P. Morgan (4)
6/1/2022
(5)
(5)
— 
(5)
5.6%
(6)
195,278 111,070 
Total$2,927,328 $2,604,570 $1,693,710 
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(1)Represents the number of extension options remaining and the term of each option. Such extension options are subject to certain conditions as set forth within each respective Repurchase Agreement.
(2)CRE mortgage loan balances financed under the Repurchase Facilities with Citibank, Barclays, Wells Fargo and Deutsche Bank reflect the aggregate outstanding principal balance while the CMBS balance financed under the J.P. Morgan Repurchase Facility (as defined below) reflects fair value.
(3)Advances under the Repurchase Agreements accrue interest at per annum rates based on Term SOFR (as such term is defined in the applicable Repurchase Agreement) or the daily compounded SOFR plus a spread ranging from 1.30% to 3.00% to be determined on a case-by-case basis between Citibank, Barclays, Wells Fargo or Deutsche Bank and the Lending Subs.
(4)Repurchase facility is held through CLR.
(5)Facilities under the repurchase facility with J.P. Morgan (“J.P. Morgan Repurchase Facility”) carry a rolling term which is reset monthly. Such facilities carry no maximum facility size.
(6)Under the Master Repurchase Agreement with J.P. Morgan, advances under the repurchase agreement may be made based on one-month Term SOFR plus a spread designated by J.P. Morgan, which as of June 30, 2025, ranges from 1.10% to 1.45%.
The Repurchase Agreements provide for agreements by each of Citibank, Barclays, Wells Fargo, Deutsche Bank and J.P. Morgan to re-sell such purchased CRE mortgage loans and CMBS back to Lending Subs at a certain future date or upon demand.
In connection with certain of the Repurchase Agreements, the Company (as the guarantor) entered into guaranties with Citibank, Barclays, Wells Fargo, and Deutsche Bank (the “Initial Guaranties”), under which the Company agreed to guarantee up to 25% of the obligations of the applicable Lending Sub under certain Repurchase Agreements. In addition, in connection with certain of the Repurchase Agreements, the Company (as the “Initial Guarantor”) and CLR (as a “Replacement Guarantor” and together with the Initial Guarantor, the “Guarantors”) entered into or amended guaranties with Citibank, Barclays and Deutsche Bank during the year ended December 31, 2023 (the “2023 Guaranties”, and together with the Initial Guaranties, the “Guaranties”), on a joint and several basis until the satisfaction of certain conditions as set forth in the guaranties, at which point the Replacement Guarantor will become the sole guarantor under the guaranty (the “Guarantor Replacement Event”). Under the 2023 Guaranties, the Initial Guarantor and the Replacement Guarantors agreed to guarantee the respective Lending Subs’ obligations under the applicable Repurchase Agreements. Additionally, during the six months ended June 30, 2025, in connection with the J.P. Morgan Repurchase Facility, the Company and CLR (as the guarantors) entered into a guaranty with J.P. Morgan, under which the Company and CLR agreed to guarantee the obligations of the Lending Sub under the Repurchase Agreement with J.P. Morgan on a joint and several basis until the Company is permitted to be removed as a guarantor upon the satisfaction of certain conditions set forth in the guaranty, leaving CLR as the sole guarantor under the guaranty with J.P. Morgan.
The Repurchase Agreements and the Guaranties contain representations, warranties, covenants, conditions precedent to funding, events of default and indemnities that are customary for agreements of these types. In addition, the Guaranties contain financial covenants that require the Company to maintain: (i) minimum liquidity of not less than the lower of (a) $50.0 million and (b) the greater of (A) $10.0 million and (B) 5% of the then-current Guarantors’ recourse indebtedness, as defined in the Guaranties; (ii) minimum consolidated net worth greater than or equal to $1.0 billion plus (a) prior to the Guarantor Replacement Event, as applicable, 75% of the equity issued by the Guarantors following the respective closing dates of the Repurchase Agreements (the “Repurchase Closing Dates”) or, from and after the Guarantor Replacement Event, as applicable, 75% of the equity issued by the Replacement Guarantor following the Guarantor Replacement Event, as applicable, minus (b) prior to the Guarantor Replacement Event, as applicable, the aggregate amount of any redemptions or similar transaction by the Guarantors from the Repurchase Closing Dates or, from and after the Guarantor Replacement Event, as applicable, the aggregate amount of any redemptions or similar transaction by the Replacement Guarantor following the Guarantor Replacement Event, as applicable; (iii) maximum leverage ratio of total indebtedness to total equity less than or equal to 80%; and (iv) minimum interest coverage ratio of EBITDA (as defined in the Guaranties) to interest expense equal to or greater than 1.40.
The Company believes it was in compliance with the financial covenants under the Repurchase Agreements as of June 30, 2025.
Maturities
Liquidity and Financial Condition — The Company has $1.7 billion of debt maturing within the next 12 months following the date these financial statements are issued. The Company is in active communication with its lenders to exercise the extension options under its Repurchase Facilities and notes payable that are maturing within the next 12 months, which management believes is probable given its history of meeting all compliance metrics with these Repurchase Facilities. The Company also has the ability to enter into new financing arrangements or refinance existing arrangements to meet its obligations as they become due, which management believes is probable based on the current loan-to-value ratios and assessment of the current lending environment.
The following table summarizes the scheduled aggregate principal repayments for the Company’s outstanding debt subsequent to June 30, 2025 (in thousands):
Principal Repayments
Remainder of 2025$1,694,778 
2026129,844 
2027294,948 
2028462,248 
2029— 
Thereafter455,111 
Total$3,036,929