Debt Obligations |
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Debt Obligations | 8. Debt Obligations Summarized Debt Obligations The following table summarizes the Company’s debt obligations (in ‘000s):
(1) The rates are the weighted average interest rates of floating rate loans and are presented using SOFR or the Prime Rate or the applicable SOFR or Prime Rate floor plus the applicable spread as of June 30, 2025. (2) The Credit Facility is secured by all collateral of the Company. See Credit Facility note below for further details.
Credit Facility On December 14, 2021, the Company entered into a credit agreement (the “State Street Credit Agreement”) to establish a revolving credit facility (the “State Street Credit Facility”) with State Street Bank and Trust Company (“State Street”) as administrative bank (the “Administrative Bank”) and as a lender, and any other lender that becomes a party to the State Street Credit Agreement in accordance with the terms of the State Street Credit Agreement, as lenders (each, a “Lender” and collectively, the “Lenders”). The maximum principal amount (the “Maximum Commitment”) of the State Street Credit Facility was initially $65 million. The Maximum Commitment amount may be increased from time to time upon request of the Company to an amount not exceeding $140 million, subject to certain terms and conditions as described in the State Street Credit Agreement. During February 2022 the Company increased the Maximum Commitment to $100 million. During September 2022 the Maximum Commitment was reduced to $65 million. During February 2023 the Maximum Commitment was increased to $100 million As of June 30, 2025, and December 31, 2024, borrowings under the State Street Credit Facility bear interest, at the Company’s election at the time of drawdown, at a rate per annum equal to (i) with respect to SOFR Rate Loans, Adjusted SOFR plus the applicable spread for the applicable Interest Period; and (ii) with respect to reference rate loans, the Prime rate in effect from day to day plus the applicable spread. On December 12, 2023, the Company entered into an amendment (the “Second Amendment”) to the State Street Credit Agreement. The Second Amendment, among other changes, (i) extended the maturity date of the State Street Credit Facility from December 12, 2023 to December 10, 2024 and (ii) increased the Borrowing Base from 60 percent of the aggregate Unfunded Capital Commitments to 70 percent of the aggregate Unfunded Capital Commitments. On December 10, 2024, the Company entered into an amendment (the “Third Amendment”) to the State Street Credit Agreement. The Third Amendment, among other changes, (i) extended the maturity date of the State Street Credit Facility from December 10, 2024 to December 10, 2026 and (ii) provided for a mechanism to temporarily increase the Maximum Commitment to $250 million until April 30, 2025, after which date the Maximum Commitment will be reduced to $140 million. As of June 30, 2025 and December 31, 2024, the Company had $120 million and $38 million, respectively outstanding on the State Street Credit Facility and the Company was in compliance with the terms of the State Street Credit Agreement. The Company intends to continue to utilize the State Street Credit Facility on a revolving basis to fund investments and for other general corporate purposes.. Subject to certain terms and conditions, the State Street Credit Facility is secured by perfected first priority security interests in and Liens on all of the collateral (i) of the Company (the “Initial Borrower”) in favor of the Administrative Bank for the benefit of the Administrative Bank, the Lenders and each Indemnitee (collectively the “Secured Parties”), subject to no other Liens (other than Permitted Liens), (ii) of any Blocker and its Blocker Managing Member, subject to no other Liens (other than Permitted Liens), and (iii) of any Feeder Fund and its Feeder Fund General Partner, subject to no other Liens (other than Permitted Liens), except as enforceability may be limited by Debtor Relief Laws and general equitable principles. Morgan Stanley Repurchase Agreement On April 27, 2022, AB CRE PDF Member I LLC (“PDF Member I”) entered into a $150 million master repurchase and securities contract agreement (the “Morgan Stanley Repurchase Agreement”), with an option to increase the maximum facility amount (the “Maximum Facility Amount”) to $250 million, with Morgan Stanley Mortgage Capital Holdings LLC (“Morgan Stanley”), as administrative agent for Morgan Stanley Bank, N.A. Pursuant to the Morgan Stanley Repurchase Agreement, PDF Member I is permitted to sell, and later repurchase, eligible commercial mortgage loans collateralized by multifamily, office, retail, industrial, hospitality, self-storage or mixed-use properties or such other property types acceptable to Morgan Stanley. The initial expiration date of the Morgan Stanley Repurchase Agreement was April 27, 2025. On July 21, 2022, the Company entered into an omnibus amendment (the “First Morgan Stanley Repurchase Agreement Amendment”) to the Morgan Stanley Repurchase Agreement. The First Morgan Stanley Repurchase Agreement Amendment increased the Maximum Facility Amount to $200 million. On April 26, 2024, the Company entered into an amendment (the “Second Morgan Stanley Repurchase Agreement Amendment”) to the Morgan Stanley Repurchase Agreement. The Second Morgan Stanley Repurchase Agreement Amendment (i) increased the Maximum Facility Amount to $400 million and (ii) extended the maturity date of the Morgan Stanley Repurchase Agreement to April 27, 2026. On April 9, 2025, the Company entered into an amendment (the "Third Morgan Stanley Repurchase Agreement Amendment") to the Morgan Stanley Repurchase Agreement. The Third Morgan Stanley Repurchase Agreement increased the master repurchase facility size from $300,000,000 to $350,000,000. Under the Morgan Stanley Repurchase Agreement, the proceeds received by PDF Member I for each Purchased Asset is equal to the product of (a) the outstanding principal balance of such Purchased Asset, multiplied by (b) the applicable Purchase Percentage. Upon repurchase of the Purchased Asset by PDF Member I, the Repurchase Price for such Purchased Asset shall equal the sum of the Purchase Price of such Purchased Asset and the accrued and unpaid Price Differential with respect to such Purchased Asset as of the date of such determination, minus all Income and other cash actually received by Buyers in respect of such Purchased Asset and applied towards the Repurchase Price and/or Price Differential pursuant to the Repurchase Agreement. For borrowings under the Morgan Stanley Repurchase Agreement the advance rate and spread are determined based on the individual loan. In connection with the Morgan Stanley Repurchase Agreement, the Company has agreed to guarantee certain obligations of PDF Member I under the Morgan Stanley Repurchase Agreement. Note Payable On March 31, 2023, AB CRE PDF Athena LLC, a wholly owned subsidiary of the Company, entered into a note-on-note financing (the “Note”) with Citibank, N.A. ("Citibank”). The Note has a maximum commitment of $125.6 million and is scheduled to mature within one hundred fifty (150) days after the maturity date of the underlying collateral of August 9, 2025, or as otherwise provided in the Loan and Security Agreement, by and among AB CRE PDF Athena LLC, as borrower, Citibank, as Class A Lender and the Company, as Subordinated Lender (the “Loan and Security Agreement”). The maturity of the Note was automatically extended to January 6, 2026 in accordance with the Loan and Security Agreement based on the loan extension of underlying Loan 9. Except as otherwise provided in the Loan and Security Agreement, borrowings under the Note bear interest at Term SOFR plus 1.20%. The Note is collateralized by Loan 9, see footnote 4. Citibank Repurchase Agreement On April 1, 2025, AB CRE PDF Lending C LLC (“PDF Lending C”), a wholly-owned subsidiary of the Company, entered into a $250,000,000 master repurchase agreement and securities contract (the “Citibank Repurchase Agreement”), with Citibank, with an option, at Citibank’s discretion, to increase the maximum facility amount to $500,000,000. Pursuant to the Citibank Repurchase Agreement, PDF Lending C is permitted to sell, and later repurchase, eligible commercial mortgage loans collateralized by multi-family hospitality, office, retail, industrial or self-storage properties or such other property types acceptable to Citibank. The expiration date for adding new loans to the facility is April 1, 2027, unless extended or earlier terminated in accordance with the terms of the Citibank Repurchase Agreement. Any capitalized terms used herein and not defined herein shall have the meanings ascribed to them in the Citibank Repurchase Agreement. Under the Citibank Repurchase Agreement, the purchase price paid by PDF Lending C for each Purchased Asset is equal to the product of (a) the lesser of (i) the unpaid principal balance of such Purchased Asset and (ii) the Market Value of such Purchased Asset, multiplied by (b) the applicable Purchase Price Percentage for such Purchased Asset. Upon repurchase of the Purchased Asset by PDF Lending C, the Repurchase Price for such Purchased Asset shall equal the sum of (i) the outstanding Purchase Price for such Purchased Asset, plus (ii) the accrued and unpaid Purchase Price Differential with respect to such Purchased Asset, plus (iii) all accrued and unpaid costs and expenses of Citibank relating to such Purchased Asset, plus (iv) any other amounts then due and owing by PDF Lending C to Citibank and its Affiliates pursuant to the terms of the Transaction Documents. In connection with the Citibank Repurchase Agreement, the Company has agreed to guarantee certain obligations of PDF Lending C under the Citibank Repurchase Agreement. HSBC Loan On December 7, 2023, AB CRE PDF TNVA1 LLC (“TNVA1”), a wholly owned subsidiary of the Company entered into a Loan and Security Agreement (the “HSBC Loan and Security Agreement”) by and among TNVA1, as borrower, HSBC Bank USA, National Association (“HSBC”), as administrative agent for itself and the other lenders signatory thereto, and the lenders signatory thereto (the “HSBC Lenders”) as part of a “note-on-note” loan (the “HSBC TNVA1 Loan”) transaction. The HSBC Lenders have made the HSBC TNVA1 Loan in the aggregate principal amount of $86.1 million, which is included in Notes Payable in the accompanying consolidated balance sheet. The HSBC TNVA1 Loan generally bears interest at a rate per annum equal to the greater of (i) Term SOFR plus a margin of 2.25%, with a 0.0% floor on Term SOFR and (ii) 5.25%. The HSBC TNVA1 Loan is secured by a first priority security interest in certain collaterally assigned loans. In connection with the HSBC TNVA1 Loan, the Company undertook obligations to guaranty the payment of the HSBC TNVA1 Loan in an amount equal to the lesser of (i) 35% of the outstanding principal balance of the HSBC TNVA1 Loan and (ii) $52.8 million. The HSBC Loan and Security Agreement includes customary covenants, reporting requirements, and other customary requirements applicable to the Company and TNVA1 and provides for events of default and acceleration provisions customary for a loan of its type. The HSBC TNVA1 Loan has an initial maturity date of December 7, 2026, unless the HSBC Loan and Security Agreement is either extended or sooner terminated in accordance with its terms. Combined Maturity of Debt Obligations The following schedule reflects the Company’s contractual payments under all borrowings by maturity:
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