v3.26.1
Borrowings
12 Months Ended
Dec. 31, 2025
Debt Disclosure [Abstract]  
Borrowings

5. Borrowings

 

Atlas Repurchase Facility

On October 11, 2024, a subsidiary of the Company, FCR DC JV Atlas Seller I LLC, as seller (the “Atlas Seller”), and Atlas Securitized Product Investments 2, L.P., as administrative agent and buyer (“Atlas”), entered into a Master Repurchase Agreement (together with the related transaction documents, the “Atlas Repurchase Agreement” and, the repurchase facility governed by the Atlas Repurchase Agreement, the “Atlas Repurchase Facility”). The Company provided a guaranty in connection with the Atlas Repurchase Agreement (the “Atlas Guaranty”).

On April 23, 2025, the Atlas Seller and Atlas, as administrative agent and buyer, entered into an amendment to the Atlas Repurchase Agreement (together with the related transaction documents, the “Amended Atlas Repurchase Agreement”). Pursuant to the Amended Atlas Repurchase Agreement, the financing available in connection with the acquisition and origination by the Company of certain loans, as more particularly described in the Amended Atlas Repurchase Agreement, was increased from an aggregate of $200 million to $300 million.

In connection with the Amended Atlas Repurchase Agreement, on April 23, 2025, the Company entered into a first amendment to the Atlas Guaranty, dated October 11, 2024 (the “Amended Atlas Guaranty”). Pursuant to the Amended Atlas Guaranty, the Company agreed to satisfy certain minimum adjusted net worth standards and certain liquidity requirements.

GS Repurchase Facilities

On August 16, 2024, a subsidiary of the Company, FCR GS Seller I LLC, as seller (the “GS Seller I”), and Goldman Sachs Bank USA, as purchaser (“Goldman Sachs”), entered into a Master Repurchase Agreement (together with the related transaction documents, the “GS Seller I Repurchase Agreement”). On October 11, 2024, a subsidiary of the Company, FCR DC GS Seller III LLC, as seller (the “GS Seller III”), and Goldman Sachs, as purchaser, entered into a Master Repurchase Agreement (together with the related transaction documents, the “GS Seller III Repurchase Agreement”). On December 18, 2024, a subsidiary of the Company, FCR Key GS Seller II LLC, as seller (the “GS Seller II” and, together with the GS Seller I and GS Seller III, the “GS Sellers”), and Goldman Sachs, as purchaser, entered into a Master Repurchase Agreement (together with the related transaction documents, the “GS Seller II Repurchase Agreement” and, together with the GS Seller I Repurchase Agreement and GS Seller III Repurchase Agreement, the “GS Repurchase Agreements” and, the repurchase facilities governed by the GS Repurchase Agreements, the “GS Repurchase Facilities” and, together with the Atlas Repurchase Facility, the “Repurchase Facilities”).

The Company provided guaranties in connection with the GS Repurchase Agreements (the “GS Guaranty I”, the “GS Guaranty II” and the “GS Guaranty III,” respectively, and collectively, the “GS Guaranties”).

On November 20, 2025, (i) GS Seller I and Goldman Sachs as purchaser, entered into a third amendment to the GS Seller I Repurchase Agreement, as previously amended on December 18, 2024 and May 6, 2025 (together with the related transaction documents, the “Third Amended GS Seller I Repurchase Agreement”), (ii) GS Seller III and Goldman Sachs, as purchaser, entered into a third amendment to the GS Seller III Repurchase Agreement, as previously amended on December 18, 2024 and May 6, 2025 (together with the related transaction documents, the “Third Amended GS Seller III Repurchase Agreement”) and (iii) GS Seller II and Goldman Sachs, as purchaser entered into a second amendment to the GS Seller II Repurchase Agreement, as previously amended on May 6, 2025 (together with the related transaction documents, the “Second Amended GS Seller II Repurchase Agreement” and, together with the Third Amended GS Seller I Repurchase Agreement and Third Amended GS Seller III Repurchase Agreement, the “Amended Existing GS Repurchase Agreements”). Pursuant to the Amended Existing GS Repurchase Agreements, the financing available in connection with the acquisition and/or origination by the Company of certain loans, as more particularly described in the Amended Existing GS Repurchase Agreements, was increased to an aggregate amount not to exceed $1 billion.

In connection with the Amended Existing GS Repurchase Agreements, on November 20, 2025, the Company entered into a second amendment to guaranty with respect to each of the Third Amended GS Seller I Repurchase Agreement, the Third Amended GS Seller III Repurchase Agreement and the Second Amended GS Seller II Repurchase Agreement, each dated as of the date of the applicable Amended Existing GS Repurchase Agreement (collectively, the “Amended Existing GS Guaranties”). Pursuant to the Amended Existing GS Guaranties, certain financial covenants were amended to reflect the Company’s current status, including to require (i) Tangible Net Worth (as defined in the Amended Existing GS Guaranties) of not less than $750,000,000; provided, that, from and after the date on which the Company has closed not less than $1,500,000,000 of capital commitments, the Company will be required to maintain a Tangible Net Worth not less than $1,000,000,000 and (ii) Liquidity (as defined in the Amended Existing GS Guaranties) of not below the greater of (A) $10,000,000 and (B) ten percent of the sum of purchase price of certain purchased assets, with respect to clause (B) not to exceed $45,000,000 as of such date.

MS Repurchase Facilities

On July 24, 2025, a subsidiary of the Company, FCR MS Seller LLC, as seller (the “MS Seller”), Morgan Stanley Mortgage Capital Holdings LLC (“Morgan Stanley”), as administrative agent for Morgan Stanley Bank, N.A. and such other financial institutions from time to time party thereto as buyers (“MSBNA” and, together with such other financial institutions from time to time party hereto, the “MS Buyers”) entered into a Master Repurchase and Securities Contract Agreement(together with the related transaction documents, the “MS Seller Repurchase Agreement”). The MS Seller Repurchase Agreement provides financing of up to an aggregate of $250 million in connection with the acquisition and/or origination by the Company of certain loans as more particularly described in the MS Seller Repurchase Agreement. Subject to the terms and conditions thereof, the MS Seller Repurchase Agreement provides for the purchase, sale and repurchase of mortgage loans, mezzanine loans and participation interests in such mortgage loans satisfying certain conditions set forth in the MS Seller Repurchase Agreement (collectively, the “MS Repurchase Facility”).

Advances under the MS Seller Repurchase Agreement accrue interest at a per annum rate equal to Term SOFR for a one-month period plus a margin as agreed upon by MSBNA and the MS Seller for each transaction. The termination date of the MS Seller Repurchase Agreement is July 24, 2029, as such date may be extended with availability for new transactions pursuant to a one-year extension option, subject to satisfaction of certain customary conditions in accordance with the MS Seller Repurchase Agreement.

In connection with the MS Seller Repurchase Agreement, the Company entered into a Guaranty and Indemnity agreement, dated July 24, 2025 (the “MS Guaranty”), under which the Company guarantees (the “Guaranty”) the obligations of the MS Seller under the MS Repurchase Agreement, provided, however, that the maximum liability of the Company pursuant to the MS Guaranty shall

not exceed 25% of the then-outstanding principal amount of the MS Repurchase Facility. Notwithstanding the foregoing, such limitation on the Company’s Guaranty may be nullified in certain circumstances, including if the MS Seller or the Company become the subject of a voluntary or collusive involuntary proceeding under any bankruptcy, insolvency or similar law and for other customary insolvency related actions. The Company is also liable under the MS Guaranty for costs, expenses, damages and losses actually incurred by the MS Buyers or Morgan Stanley, in its capacity as administrative agent, resulting from customary “bad boy” events pertaining to the Company and/or the MS Seller as described in the MS Guaranty.

The MS Seller Repurchase Agreement and the MS Guaranty contain various restrictions and covenants that are customary for similar agreements, including financial covenants relating to the Company’s minimum net worth, liquidity and maximum leverage.

NS Seller I Repurchase Facility

On November 21, 2025, a subsidiary of the Company, FCR NS Seller I LLC, as seller (the “NS Seller I”), and Goldman Sachs, as buyer and as repo agent, entered into a Master Repurchase Agreement (together with the related transaction documents, the “NS Seller I Repurchase Agreement”). The NS Seller I Repurchase Agreement provides financing of up to an aggregate of $200 million in connection with the acquisition by the Company or an affiliate of the Company of certain loans as more particularly described in the NS Seller I Repurchase Agreement. Subject to the terms and conditions thereof, the NS Seller I Repurchase Agreement provides for the purchase, sale and repurchase of mortgage loans secured by residential, multi-family or commercial property satisfying certain conditions set forth in the NS Seller I Repurchase Agreement (collectively, the “NS Seller I Repurchase Facility”).

Advances under the NS Seller I Repurchase Agreement accrue interest at a per annum rate equal to Term SOFR for a one-month period plus a margin as agreed upon by Goldman Sachs and the NS Seller I for each transaction. The termination date of the NS Seller I Repurchase Agreement is November 21, 2027, as such date may be extended with availability for new transactions pursuant to a one-year extension option, subject to satisfaction of certain customary conditions in accordance with the NS Seller I Repurchase Agreement.

In connection with the NS Seller I Repurchase Agreement, the Company provided guaranties (the “NS Guaranty I”), under which the Company (i) guarantees losses associated with customary non-recourse carve-outs with respect to the Company and the NS Seller I and (ii) agrees to satisfy certain financial covenants including minimum net worth, liquidity and interest coverage and maximum leverage. The NS Guaranty I may become fully recourse to the Company up to the entire amount needed for the NS Seller I to repurchase the loans and interests in such loans comprising the NS Seller I Repurchase Facility if the NS Seller I or the Company become the subject of a voluntary or involuntary proceeding under any bankruptcy, insolvency or similar law. The Company is also liable under the NS Guaranty I for costs, expenses, damages and losses actually incurred by Goldman Sachs resulting from customary “bad boy” events pertaining to the Company and/or the NS Seller I as described in the NS Guaranty I.

 

Revolving Credit Facility

On November 8, 2024, FCR TL Holdings LLC, an indirect, wholly-owned subsidiary of the Company (the “FCR TL Holdings”), as borrower, entered into a Loan and Security Agreement (the “Subsidiary Loan Agreement” and the revolving credit facility governed by the Subsidiary Loan Agreement, the “Revolving Credit Facility”) with JPMorgan Chase Bank, N.A., (“JPMorgan”), as administrative agent.

On May 1, 2025, FCR TL Holdings, as borrower, JPMorgan, as administrative agent and lender, and the Company, as guarantor, entered into Amendment No. 1 to the Revolving Credit Facility (“Revolving Credit Facility Amendment No. 1”). Pursuant to the Revolving Credit Facility Amendment, the limitation on the maximum amount borrowable under the Revolving Credit Facility was amended to remove limitations based on the borrowings of other Fortress funds on facilities between such entities and JPMorgan. The maximum loan amount under the Revolving Credit Facility remains at $300 million, subject to the termination and condition set forth in the Revolving Credit Facility.

On August 14, 2025, FCR TL Holdings, as borrower, the Company, as guarantor, and JPMorgan, as administrative agent and lender, entered into the Amendment No. 2 to the Revolving Credit Facility (“Revolving Credit Facility Amendment No.2”). Pursuant to the Revolving Credit Facility Amendment No. 2, the “Applicable Margin” for purposes of calculating interest on any outstanding borrowings was reduced from two percent (2.00%) to one point eight five percent (1.85%). At any time the outstanding borrowings under the Revolving Credit Facility are at least 5% less than the Borrowing Base (as defined in the Subsidiary Loan Agreement), the Applicable Margin will be further reduced to one point seven five percent (1.75%).

 

On November 6, 2025, FCR TL Holdings, as borrower, the Company, as guarantor, and JPMorgan, as administrative agent and lender, entered into the Amendment No. 3 (the “Revolving Credit Facility Amendment No. 3”) to the Subsidiary Loan Agreement. Pursuant to the Revolving Credit Facility Amendment No. 3, the maximum loan amount under the Revolving Credit

Facility was increased from $300 million to $400 million and certain other legacy defined terms that no longer apply, were removed.

The table below summarizes the Company’s Repurchase Facilities and Revolving Credit Facility borrowings as of December 31, 2025 ($ in thousands):

 

Principal Outstanding Balance
as of December 31, 2025

 

 

Maximum Facility Size

 

 

Weighted Average Interest Rate

 

 

Maturity Date

Repurchase Facilities:

 

 

 

 

 

 

 

 

 

 

 

GS Seller I Repurchase Facility

 

$

784,949

 

 

$

859,027

 

 

 

6.23

%

 

8/16/2027

GS Seller II Repurchase Facility

 

 

57,180

 

 

 

57,180

 

 

 

6.07

%

 

8/16/2027

GS Seller III Repurchase Facility

 

 

83,793

 

 

 

83,793

 

 

 

6.20

%

 

8/16/2027

Atlas Repurchase Facility

 

 

264,653

 

 

 

300,000

 

 

 

6.19

%

 

10/11/2027

Morgan Stanley Repurchase Facility

 

 

202,350

 

 

 

250,000

 

 

 

5.62

%

 

7/24/2029

NS Seller I Repurchase Facility

 

 

 

 

 

200,000

 

 

 

%

 

11/21/2027

Total Repurchase Facilities

 

 

1,392,925

 

 

 

1,750,000

 

 

 

 

 

 

Deferred Financing Costs, net

 

 

(5,946

)

 

 

 

 

 

 

 

 

Total Repurchase Facilities, net

 

 

1,386,979

 

 

 

 

 

 

 

 

 

Revolving Credit Facility:

 

 

 

 

 

 

 

 

 

 

 

JPM Revolving Credit Facility

 

 

295,207

 

 

 

400,000

 

 

 

6.11

%

 

5/8/2027

Deferred Financing Costs, net

 

 

(129

)

 

 

 

 

 

 

 

 

Revolving Credit Facility, net

 

 

295,078

 

 

 

 

 

 

 

 

 

Total

 

$

1,682,057

 

 

$

2,150,000

 

 

 

 

 

 

The table below summarizes the Company’s Repurchase Facilities and Revolving Credit Facility borrowings as of December 31, 2024 ($ in thousands):

 

Principal Outstanding Balance
as of December 31, 2024

 

 

Maximum Facility Size

 

 

Weighted Average Interest Rate

 

 

Maturity Date

Repurchase Facilities:

 

 

 

 

 

 

 

 

 

 

 

GS Seller I Repurchase Facility

 

$

159,146

 

 

$

439,887

 

 

 

6.71

%

 

8/16/2027

GS Seller II Repurchase Facility

 

 

25,605

 

 

 

25,605

 

 

 

6.37

%

 

8/16/2027

GS Seller III Repurchase Facility

 

 

34,508

 

 

 

34,508

 

 

 

6.72

%

 

8/16/2027

Atlas Repurchase Facility

 

 

14,027

 

 

 

200,000

 

 

 

7.10

%

 

10/11/2027

Total Repurchase Facilities

 

 

233,286

 

 

 

700,000

 

 

 

 

 

 

Deferred Financing Costs, net

 

 

(1,352

)

 

 

 

 

 

 

 

 

Total Repurchase Facilities, net

 

 

231,934

 

 

 

 

 

 

 

 

 

Revolving Credit Facility:

 

 

 

 

 

 

 

 

 

 

 

JPM Revolving Credit Facility

 

 

61,591

 

 

 

179,061

 

 

 

6.50

%

 

5/8/2027

Deferred Financing Costs, net

 

 

(155

)

 

 

 

 

 

 

 

 

Revolving Credit Facility, net

 

 

61,436

 

 

 

 

 

 

 

 

 

Total

 

$

293,370

 

 

$

879,061

 

 

 

 

 

 

 

The table below shows the aggregate amount of maturities of our outstanding borrowings over the next five years and thereafter as of December 31, 2025 ($ in thousands):

Year

 

Repurchase Facilities

 

 

Revolving Credit Facility

 

2026

 

$

 

 

$

 

2027

 

 

1,190,575

 

 

 

295,207

 

2028

 

 

 

 

 

 

2029

 

 

202,350

 

 

 

 

2030

 

 

 

 

 

 

Thereafter

 

 

 

 

 

 

Total

 

$

1,392,925

 

 

$

295,207

 

 

The Company is subject to various financial and operational covenants under the repurchase facilities and revolving credit facility. These covenants require the Company to maintain certain financial ratios, which include leverage and fixed charge coverage, among others. As of December 31, 2025, the Company was in compliance with all of its loan covenants.