v3.26.1
Participations Sold
6 Months Ended
Jun. 30, 2026
Debt Disclosure [Abstract]  
Secured Debt Arrangement, Net/Participations Sold

Note 7 – Secured Debt Arrangements, Net

We utilized secured debt arrangements to finance the origination activity in our loan portfolio. Our secured debt arrangements were comprised of secured credit facilities, a private securitization, and a revolving credit facility. During the three months ended June 30, 2026, all outstanding borrowings were repaid in full using proceeds from the Asset Sale (as defined in "Note 4 – Commercial Mortgage Loans, Subordinate Loans and Other Lending Assets, Net"). Upon repayment, we recognized a loss of $7.8 million recorded within loss on extinguishment of debt on our condensed consolidated statement of operations due to the write-off of unamortized deferred financing costs.

During the six months ended June 30, 2026, we repaid all of our outstanding secured debt arrangements totaling $6.9 billion. As there were no outstanding borrowings as of June 30, 2026, the following tables present information solely as of December 31, 2025.

Our borrowings under secured debt arrangements as of December 31, 2025 are detailed in the following table ($ in thousands):

 

December 31, 2025

 

Maximum
Amount of
Borrowings
(1)

 

 

Borrowings
Outstanding
(1)

 

 

Maturity (2)

JPMorgan Facility - USD(3)

 

$

2,000,000

 

 

$

1,905,928

 

 

March 2030(4)

Morgan Stanley Facility - GBP, EUR

 

 

587,300

 

 

 

300,097

 

 

April 2033

Morgan Stanley Facility - USD

 

 

450,000

 

 

 

378,435

 

 

April 2031

Atlas Facility - USD(5)

 

 

800,000

 

 

 

485,340

 

 

March 2027(6)

Atlas Facility - GBP, EUR

 

 

455,928

 

 

 

455,929

 

 

August 2028

Barclays Facility - USD

 

 

600,000

 

 

 

461,850

 

 

March 2030(7)(8)

Barclays Facility - GBP

 

 

167,830

 

 

 

124,550

 

 

February 2029

Goldman Sachs Facility - GBP

 

 

465,063

 

 

 

449,139

 

 

June 2029

Goldman Sachs Facility - USD

 

 

300,000

 

 

 

146,233

 

 

November 2028(9)

Deutsche Bank Facility - USD(3)(10)

 

 

200,000

 

 

 

25,800

 

 

March 2028(10)

Total Secured Credit Facilities

 

 

6,026,121

 

 

 

4,733,301

 

 

 

Barclays Private Securitization - GBP, EUR, SEK

 

 

1,543,925

 

 

 

1,543,925

 

 

January 2028(11)

Revolving Credit Facility(12)

 

 

275,000

 

 

 

 

 

August 2028(13)

Total Secured Debt Arrangements

 

 

7,845,046

 

 

 

6,277,226

 

 

 

Less: deferred financing costs

 

 

N/A

 

 

 

(8,676

)

 

 

Total Secured Debt Arrangements, net(14)(15)(16)

 

$

7,845,046

 

 

$

6,268,550

 

 

 

 

(1)
As of December 31, 2025, British Pound Sterling ("GBP"), Euro ("EUR"), and Swedish Krona ("SEK") borrowings were converted to USD at a rate of 1.35, 1.17 and 0.11, respectively.
(2)
Maturity date assumes extensions at our option are exercised with consent of financing providers, where applicable.
(3)
The JPMorgan Facility and Deutsche Bank Facility enable us to elect to receive advances in USD, GBP, or EUR.
(4)
The JPMorgan Facility final maturity was extended to March 31, 2030 during the first quarter of 2025.
(5)
The Atlas Facility - USD was formerly the Credit Suisse Facility. See "Atlas Facilities" below for additional discussion.
(6)
The Atlas Facility - USD was amended during March 2024 to convert the facility's maturity from a six month "evergreen" feature to a two-year initial term, with an additional one-year extension option.
(7)
Assumes financings are extended in line with the underlying loans.
(8)
The Barclays Facility final maturity was extended to March 26, 2030 during the third quarter of 2025.
(9)
Assumes facility enters the two-year amortization period subsequent to the November 2026 maturity, which allows for the refinancing or pay down of assets under the facility.
(10)
Effective March 31, 2025, the capacity on the Deutsche Bank Facility was reduced to $200.0 million from $700.0 million and final maturity was extended to March 31, 2028 during the first quarter 2025.
(11)
Represents weighted-average maturity across various financings with the counterparty. See below for additional details.
(12)
Borrowings under the Revolving Credit Facility bear interest at a per annum rate equal to the sum of (i) a floating rate index and (ii) a fixed margin. Borrowings under the Revolving Credit Facility are full recourse to certain guarantor wholly-owned subsidiaries of the Company. See "Revolving Credit Facility" below for additional discussion.
(13)
The Revolving Credit Facility was extended to August 7, 2028 during the third quarter of 2025. See "Revolving Credit Facility" below for additional discussion.
(14)
Weighted-average borrowing cost as of December 31, 2025 was applicable benchmark rates and credit spread adjustments, plus spreads of USD: +2.05% / GBP: +1.95% / EUR: +2.26% / SEK: +1.50%.
(15)
Weighted-average advance rate based on cost as of December 31, 2025 was 72.91% (71.0% (USD) / 76.6% (GBP) / 70.8% (EUR) / 80.1% (SEK)).
(16)
As of December 31, 2025, approximately 34% of the outstanding balance under these secured borrowings was recourse to us.

Terms of our secured credit facilities were designed to keep each lender's credit exposure generally constant as a percentage of the underlying value of the assets pledged as security to the facility. If the credit of the underlying collateral value decreased, the amount of leverage to us may have been reduced. As of December 31, 2025, the weighted-average haircut under our secured debt arrangements was approximately 27.1%. Our secured credit facilities did not contain capital markets-based mark-to-market provisions.

Revolving Credit Facility

We were party to a revolving credit facility (the "Revolving Credit Facility") administered by Bank of America, N.A. The Revolving Credit Facility permitted borrowings secured by qualifying commercial mortgage loans and real property owned assets. During the third quarter of 2025, we amended and restated the facility to extend the maturity date from March 2026 to August 2028 and increased the borrowing capacity from $160.0 million to $275.0 million with a syndicate of five lenders. In connection with the amendment and restatement, we incurred $2.7 million of deferred financing costs, including issuance and legal related costs. The Revolving Credit Facility was also subject to certain financial covenants, which are discussed below (see "Debt Covenants").

On the Closing Date, we used a portion of the proceeds from the Asset Sale to fully repay all outstanding revolving credit loans and other obligations under the Amended and Restated Credit Agreement, dated as of August 7, 2025 (as amended, restated, supplemented or otherwise modified from time to time, the "Revolving Credit Facility Agreement"), among ACREFI RCF I, LLC, as Borrower, the Company, as Parent Guarantor, the lenders party thereto, and Bank of America, N.A., as Administrative Agent. As of the Closing Date, all commitments under the Revolving Credit Facility Agreement were terminated in accordance with the terms of the Revolving Credit Facility Agreement, and all outstanding balances were paid in full in conjunction with such termination. During the three months ended June 30, 2026, we recognized a loss of $2.1 million recorded within loss on extinguishment of debt on our condensed consolidated statement of operations due to the write-off of unamortized deferred financing costs upon repayment.

As of June 30, 2026 and December 31, 2025, we had no outstanding balance on the Revolving Credit Facility.

During the three and six months ended June 30, 2026, we recorded $24.0 thousand and $160.0 thousand of unused fees, respectively. During the three and six months ended June 30, 2025, we recorded $63.0 thousand and $143.0 thousand of unused fees, respectively.

During both the three and six months ended June 30, 2026, we recorded $0.4 million of contractual interest expense. During both the three and six months ended June 30, 2025, we recorded $0.6 million of contractual interest expense.

Barclays Private Securitization

We were party to a private securitization with Barclays Bank plc ("Barclays") (such securitization, the "Barclays Private Securitization"). Commercial mortgage loans financed under the Barclays Securitization were denominated in GBP, EUR, and SEK. On the Closing Date, a portion of the proceeds from the Asset Sale were used to fully repay the Barclays Private Securitization.

The Barclays Private Securitization did not include daily margining provisions and granted us significant discretion to modify certain terms of the underlying collateral including waiving certain loan-level covenant breaches and deferring or waiving of debt service payments for up to 18 months. The securitization included loan-to-value based covenants with deleveraging requirements that were based on significant declines in the value of the collateral as determined by an annual third-party (engaged by us) appraisal process tied to the provisions of the underlying loan agreements. We believe this provided us with both cushion and predictability to avoid sudden unexpected outcomes and material repayment requirements.

As the Barclays Private Securitization was fully repaid as of June 30, 2026, the following tables present information solely as of December 31, 2025, except where noted. The table below provides principal balances and the carrying value for commercial mortgage loans pledged to the Barclays Private Securitization as of December 31, 2025 ($ in thousands):

 

December 31, 2025

 

Local Currency

 

Count

 

Outstanding
Principal

 

 

Carrying Value

 

GBP

 

4

 

$

1,263,872

 

 

$

1,254,294

 

EUR

 

2

 

 

543,263

 

 

 

537,005

 

SEK

 

1

 

 

261,595

 

 

 

260,682

 

Total

 

7

 

$

2,068,730

 

 

$

2,051,981

 

The table below provides the borrowings outstanding (on an as converted basis) and weighted-average fully-extended maturities by currency for the assets financed under the Barclays Private Securitization as of December 31, 2025 ($ in thousands):

 

Borrowings
Outstanding
(1)

 

 

Fully-Extended
Maturity
(2)

Total/Weighted-Average GBP

 

$

941,015

 

 

April 2028

Total/Weighted-Average EUR

 

 

393,634

 

 

May 2028(3)

Total/Weighted-Average SEK

 

 

209,276

 

 

May 2026

Total/Weighted-Average Securitization

 

$

1,543,925

 

 

January 2028

 

(1)
As of December 31, 2025, we had £698.3 million, 335.1 million, and kr1.9 billion of borrowings outstanding under the Barclays Private Securitization secured by certain of our commercial mortgage loans.
(2)
Assumes underlying loans extend to fully extended maturity and extensions at our option are exercised.
(3)
The EUR portion of the Barclays Private Securitization has an "evergreen" feature such that the facility continues for one year and can be terminated by either party on certain dates with, depending on the date of notice, a minimum of nine to twelve months' notice.

The table below provides the assets and liabilities of the Barclays Private Securitization VIE included in our condensed consolidated balance sheets as of December 31, 2025 ($ in thousands):

 

December 31, 2025

 

Assets:

 

 

 

Cash

 

$

1,325

 

Commercial mortgage loans, net(1)

 

 

2,051,981

 

Other Assets(2)

 

 

23,623

 

Total Assets

 

$

2,076,929

 

Liabilities:

 

 

 

Secured debt arrangements, net (net of deferred financing costs of $1.1 million)

 

$

1,542,817

 

Accounts payable, accrued expenses and other liabilities(3)

 

 

8,348

 

Total Liabilities

 

$

1,551,165

 

 

(1)
Net of the General CECL Allowance of $8.4 million as of December 31, 2025.
(2)
Includes loan principal, interest, and other fees held by our third-party servicers as of the balance sheet date and remitted during subsequent remittance cycle.
(3)
Includes General CECL Allowance related to unfunded commitments on commercial mortgage loans, net of $1.0 million as of December 31, 2025.

 

 

 

 

 

The table below provides the net income of the Barclays Private Securitization VIE included in our condensed consolidated statement of operations ($ in thousands):

 

 

Three months ended June 30,

 

 

Six months ended June 30,

 

2026

 

 

2025

 

 

2026

 

 

2025

 

 

Net interest income:

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest income from commercial mortgage loans

 

$

9,372

 

 

$

49,050

 

 

$

42,628

 

 

$

95,440

 

 

Interest expense

 

 

(5,310

)

 

 

(27,378

)

 

 

(23,979

)

 

 

(52,574

)

 

Net interest income

 

$

4,062

 

 

$

21,672

 

 

$

18,649

 

 

$

42,866

 

 

General and administrative expense

 

$

(25

)

 

$

(163

)

 

$

69

 

 

$

(163

)

 

Decrease (increase) in current expected credit loss allowance, net

 

 

7,083

 

 

 

(293

)

 

 

9,363

 

 

 

1,053

 

 

Foreign currency translation gain

 

 

11,738

 

 

 

43,437

 

 

 

2,520

 

 

 

69,070

 

 

Realized loss on extinguishment of debt

 

 

(968

)

 

 

 

 

 

(968

)

 

 

 

 

Net realized loss on investments

 

 

(870

)

 

 

 

 

 

(870

)

 

 

 

 

Net income

 

$

21,020

 

 

$

64,653

 

 

$

28,763

 

 

$

112,826

 

 

The table below summarizes the outstanding balances at December 31, 2025, as well as the maximum and average month-end balances for the year ended December 31, 2025 for our borrowings under secured debt arrangements ($ in thousands).

 

As of December 31, 2025

 

 

For the year ended December 31, 2025

 

 

Balance

 

 

Collateral(1)

 

 

Maximum
Month-End
Balance

 

 

Average
Month-End
Balance

 

JPMorgan Facility

 

$

1,905,928

 

 

$

2,565,786

 

 

$

1,925,843

 

 

$

1,601,369

 

Morgan Stanley Facility - GBP

 

 

300,097

 

 

 

369,962

 

 

 

300,096

 

 

 

237,199

 

Morgan Stanley Facility - USD

 

 

378,435

 

 

 

489,666

 

 

 

378,435

 

 

 

329,942

 

Atlas Facility

 

 

485,340

 

 

 

740,608

 

 

 

496,333

 

 

 

510,415

 

Atlas UK Facility

 

 

455,929

 

 

 

643,877

 

 

 

455,928

 

 

 

160,604

 

HSBC Facility

 

 

 

 

 

 

 

 

 

 

 

386,161

 

Barclays Facility - USD

 

 

461,850

 

 

 

630,014

 

 

 

468,595

 

 

 

365,432

 

Barclays Facility - GBP

 

 

124,550

 

 

 

157,891

 

 

 

124,549

 

 

 

123,794

 

Goldman Sachs Facility - GBP

 

 

449,139

 

 

 

581,378

 

 

 

449,091

 

 

 

422,641

 

Goldman Sachs Facility - USD

 

 

146,233

 

 

 

180,806

 

 

 

146,233

 

 

 

97,488

 

Deutsche Bank Facility

 

 

25,800

 

 

 

42,500

 

 

 

27,300

 

 

 

58,425

 

Barclays Private Securitization

 

 

1,543,925

 

 

 

2,060,388

 

 

 

1,543,925

 

 

 

1,673,351

 

Revolving Credit Facility

 

 

 

 

 

 

 

 

 

 

 

14,273

 

Total

 

$

6,277,226

 

 

$

8,462,876

 

 

 

 

 

 

 

 

(1)
Represents the amortized cost balance of commercial loan collateral assets and the value of net real estate assets of real property owned collateral assets.

Debt Covenants

The guarantees related to our secured debt arrangements contained the following financial covenants: (i) tangible net worth must be greater than $1.25 billion plus 75% of the net cash proceeds of any equity issuance after March 31, 2017 (or $1.42 billion plus 75% of the net cash proceeds of any equity issuance after June 30, 2025 with respect to the Revolving Credit Facility); (ii) our ratio of total indebtedness to total assets shall not exceed 83.33% (81.82% for the Revolving Credit Facility) and (iii) our liquidity cannot be less than an amount equal to the greater of 5.0% of total recourse indebtedness or $30.0 million. Under these covenants, our General CECL Allowance was added back to our tangible net worth calculation and total assets and total indebtedness were subject to certain adjustments. The Revolving Credit Facility contained an additional financial covenant to maintain a minimum interest coverage ratio of not less than 1.3:1.

Effective as of June 30, 2025, we amended our financial covenants from a maximum ratio of total indebtedness to tangible net worth of 4.0:1.0 to a ratio of total indebtedness to total assets not to exceed 83.33% (81.82% for our Revolving Credit Facility). We were in compliance with our covenants for the period ended December 31, 2025. As we repaid all of our secured debt arrangements during the three months ended June 30, 2026, compliance with these covenants is no longer required.

Note 8 – Senior Secured Term Loans, Net

In June 2025, we entered into a $750.0 million senior secured term loan facility (the "2030 Term Loan") to refinance and replace our previously outstanding 2026 Term Loan and 2028 Term Loans (each as defined and described below). The 2030 Term Loan was due to mature June 2030 and bore interest at a rate of SOFR plus 3.25%. The 2030 Term Loan was issued at a price of 99.3% and was amortizing with repayments of 0.25% of the total committed principal per quarter. The 2030 Term Loan contained restrictions relating to liens, asset sales, indebtedness, and investments in non-wholly owned entities. The refinancing was accounted for as a continuation of the existing loans in accordance with ASC Topic 470 "Debt."

On the Closing Date, we repaid in full the 2030 Term Loan and all other obligations under the Term Loan Credit Agreement, dated as of June 13, 2025, among the Company, as Borrower, the lenders party thereto from time to time, and Goldman Sachs Bank USA, as Administrative Agent and Collateral Agent, using proceeds from the Asset Sale. The full repayment of the 2030 Term Loan resulted in principal repayment of $744.4 million. During the three months ended June 30, 2026, we recognized a loss of $17.3 million recorded within loss on extinguishment of debt on our condensed consolidated statement of operations due to the write-off of the unamortized original issue discount and deferred financing costs upon repayment.

Prior to refinancing in June 2025, we held a $471.3 million senior secured term loan (the "2026 Term Loan") that bore interest at SOFR plus 2.86% and a $288.0 million senior secured term loan (the "2028 Term Loan", collectively with the 2026 Term Loan, the "2026 and 2028 Term Loans") that bore interest at SOFR (with a floor of 0.50%) plus 3.61%. The 2026 and 2028 Term Loans contained restrictions relating to liens, asset sales, indebtedness, and investments in non-wholly owned entities and were issued at a price of 99.5% and 99.0%, respectively.

The following table summarizes the terms of the 2030 Term Loan solely as of December 31, 2025 ($ in thousands):

 

Principal Amount

 

 

Unamortized Issuance Discount(1)

 

 

Deferred Financing Costs(1)

 

 

Carrying Value

 

 

Rate(2)

 

Maturity Date

2030 Term Loan

 

$

746,250

 

 

$

(6,324

)

 

$

(12,393

)

 

$

727,533

 

 

+ 3.25%

 

6/13/2030

Total

 

$

746,250

 

 

$

(6,324

)

 

$

(12,393

)

 

$

727,533

 

 

 

 

 

 

(1)
Unamortized issuance discount and deferred financing costs will be amortized to interest expense over remaining life of respective term loans.
(2)
Indexed to one-month SOFR

Covenants

The 2030 Term Loan contained a financial covenant that our recourse indebtedness shall not exceed 83.3% of our total assets (subject to certain adjustments). As of December 31, 2025, we were in compliance with this covenant. As we repaid the 2030 Term Loan during the three months ended June 30, 2026, compliance with the covenant is no longer required.