Annual report pursuant to Section 13 and 15(d)

DEBT OBLIGATIONS

v2.4.1.9
DEBT OBLIGATIONS
12 Months Ended
Dec. 31, 2014
Debt Disclosure [Abstract]  
DEBT OBLIGATIONS
11. DEBT OBLIGATIONS

The following table presents certain information regarding Newcastle's debt obligations and related hedges:
 
December 31, 2014
 
December 31, 2013
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Collateral
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Aggregate
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Weighted
 
Weighted
 
Face
 
 
 
 
 
 
 
Weighted
 
Floating
 
Notional
 
 
 
 
 
 
 
Outstanding
 
 
 
Final
 
Weighted
 
Average
 
Average
 
Amount
 
Outstanding
 
Amortized
 
 
 
Average
 
Rate
 
Amount of
 
Outstanding
 
 
 
Month
 
Face
 
Carrying
 
Stated
 
Average
 
Funding
 
Life
 
of Floating
 
Face
 
Cost
 
Carrying
 
Life
 
Face
 
Current
 
Face
 
Carrying
Debt Obligation/Collateral
Issued
 
Amount
 
Value
 
Maturity
 
Coupon (A)
 
Cost (B)
 
(Years)
 
Rate Debt
 
Amount (C)
 
Basis (C)
 
Value (C)
 
(Years)
 
Amount (C)
 
Hedges(D)
 
Amount
 
Value
CDO Bonds Payable
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
CDO VI (E)
Apr 2005
 
$
92,462

 
$
92,462

 
Apr 2040
 
0.86%
 
5.36
%
 
5.1

 
$
88,949

 
$
98,920

 
$
36,327

 
$
67,809

 
5.1

 
$
29,734

 
$
46,528

 
$
92,018

 
$
92,018

CDO VIII
Nov 2006
 
71,813

 
71,717

 
Nov 2052
 
2.13%
 
6.55
%
 
2.0

 
64,213

 
210,606

 
151,760

 
162,506

 
1.8

 
72,252

 
58,291

 
264,733

 
264,277

CDO IX
May 2007
 
62,578

 
63,494

 
May 2052
 
0.74%
 
0.16
%
 
1.1

 
62,578

 
292,487

 
233,420

 
242,894

 
2.4

 
57,295

 

 
186,765

 
188,230

 
 
 
226,853

 
227,673

 
 
 
 
 
4.28
%
 
3.0

 
215,740

 
602,013

 
421,507

 
473,209

 
2.6

 
159,281

 
104,819

 
543,516

 
544,525

Other Bonds & Notes Payable
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
NCT 2013-VI IMM-1 (F)
Nov 2013
 
31,060

 
27,069

 
Apr 2040
 
LIBOR+0.25%
 
9.31
%
 
2.5

 
31,060

 
N/A

 
N/A

 
N/A

 
N/A

 
N/A

 

 
96,129

 
86,319

MH Loans Portfolio I
Apr 2010
 

 

 
 
—%
 

 

 

 
N/A

 
N/A

 
N/A

 
N/A

 
N/A

 

 
53,753

 
50,424

MH Loans Portfolio II
May 2011
 

 

 
 
—%
 

 

 

 
N/A

 
N/A

 
N/A

 
N/A

 
N/A

 

 
93,863

 
93,536

 
 
 
31,060

 
27,069

 
 
 
 
 
9.31
%
 
2.5

 
31,060

 
N/A

 
N/A

 
N/A

 
N/A

 
N/A

 

 
243,745

 
230,279

Repurchase Agreements (G)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
CDO Securities (F)
Dec 2013
 
55,894

 
55,894

 
Jan 2015
 
LIBOR+1.65%
 
1.82
%
 
0.1

 
55,894

 
N/A

 
N/A

 
N/A

 
N/A

 
N/A

 

 
15,094

 
15,094

FNMA/FHLMC securities
Nov 2014
 
385,282

 
385,282

 
Feb 2015
 
0.36%
 
0.36
%
 
0.1

 

 
390,771

 
403,216

 
407,689

 
5.6

 

 

 
516,134

 
516,134

Residential Mortgage Loans
Nov 2013
 

 

 
 
—%
 

 

 

 

 

 

 

 

 

 
25,119

 
25,119

 
 
 
441,176

 
441,176

 
 
 
 
 
0.55
%
 
0.1

 
55,894

 
390,771

 
403,216

 
407,689

 
5.6

 

 

 
556,347

 
556,347

Golf Credit Facilities (H)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
First Lien Loan
Dec 2013
 
49,923

 
49,923

 
Dec 2018
 
LIBOR+4.00%
(I)
4.50
%
 
3.0

 
49,923

 
N/A
 
N/A
 
N/A
 
N/A
 
N/A
 
N/A
 
46,922

 
46,922

Second Lien Loan
Dec 2013
 
105,575

 
105,575

 
Dec 2018
 
5.50%
 
5.50
%
 
3.0

 

 
N/A
 
N/A
 
N/A
 
N/A
 
N/A
 
N/A
 
105,576

 
105,576


Vineyard II
Dec 1993
 
200

 
200

 
Dec 2043
 
2.13%
 
2.13
%
 
29.0

 
200

 
N/A
 
N/A
 
N/A
 
N/A
 
N/A
 
N/A
 

 

Capital Leases (Equipment)
May - Dec 2014
 
6,159

 
6,159

 
Jul 2020
 
5.25% to 7.15%
 
6.91
%
 
5.5

 

 
N/A
 
N/A
 
N/A
 
N/A
 
N/A
 
N/A
 

 

 
 
 
161,857

 
161,857

 
 
 
 
 
5.24
%
 
3.1

 
50,123

 
N/A
 
N/A
 
N/A
 
N/A
 
N/A
 

 
152,498

 
152,498

Corporate
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Junior subordinated notes payable
Mar 2006
 
51,004

 
51,231

 
Apr 2035
 
7.57%
(J)
7.36
%
 
20.3

 

 
N/A
 
N/A
 
N/A
 
N/A
 
N/A
 

 
51,004

 
51,237

 
 
 
51,004

 
51,231

 
 
 
 
 
7.36
%
 
20.3

 

 
N/A
 
N/A
 
N/A
 
N/A
 
N/A
 

 
51,004

 
51,237

Subtotal debt obligation
 
 
911,950

 
909,006

 
 
 
 
 
2.96
%
 
2.6

 
352,817

 
992,784

 
824,723

 
880,898

 
3.8

 
159,281

 
104,819

 
1,547,110

 
1,534,886

Financing on subprime mortgage loans subject to call option
(K)
 
406,217

 
406,217

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
406,217

 
406,217

Total debt obligation
 
 
$
1,318,167

 
$
1,315,223

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$
1,953,327

 
$
1,941,103

(A)
Weighted average, including floating and fixed rate classes.
(B)
Including the effect of applicable hedges and deferred financing cost.
(C)
Excluding restricted cash held in CDOs to be used for principal and interest payments of CDO debt.
(D)
Including $46.5 million notional amount of interest rate swap in CDO VI, which was an economic hedge not designed as a hedge for accounting purposes.
(E)
This CDO was not in compliance with its applicable over collateralization tests as of December 31, 2014. Newcastle is not receiving cash flows from this CDO (other than senior management fees and cash flows on senior classes of bonds that were repurchased), since net interest is being used to repay debt, and expects this CDO to remain out of compliance for the forseeable future.
(F)
Represents financings of previously repurchased Newcastle CDO bonds for which the collateral is eliminated in consolidation.
(G)
These repurchase agreements had less than $0.1 million accrued interest payable at December 31, 2014. $436.0 million face amount of these repurchase agreements were renewed subsequent to December 31, 2014. The counterparties on these repurchase agreements are Bank of America ($55.9 million) and Nomura ($385.3 million). Newcastle has margin exposure on $441.2 million of repurchase agreements related to the financing of certain Newcastle CDO VIII, CDO IX notes and FNMA/FHLMC securities. To the extent that the value of the collateral underlying these repurchase agreements declines, Newcastle may be required to post margin, which could significantly impact its liquidity.
(H)
The golf credit facilities are collateralized by all of the assets of the Golf business.
(I)
Interest rate on this is based on 3 month LIBOR with a LIBOR floor of 0.5%.
(J)
LIBOR +2.25% after April 2016.
(K)
Issued in April 2006 and July 2007. Secured by the general credit of Newcastle. See Note 6 regarding the securitizations of Subprime Portfolio I and II.


Certain of the debt obligations included above are obligations of consolidated subsidiaries of Newcastle which own the related collateral. In some cases, including the CDO and Other Bonds Payable, such collateral is not available to other creditors of Newcastle.
CDO Bonds Payable
Each CDO financing is subject to tests that measure the amount of over collateralization and excess interest in the transaction. Failure to satisfy these tests would cause the principal and/or interest cashflow that would otherwise be distributed to more junior classes of securities (including those held by Newcastle) to be redirected to pay down the most senior class of securities outstanding until the tests are satisfied. As a result, cash flow and liquidity are negatively impacted upon such a failure. As of December 31, 2014, CDO VI was not in compliance with its over collateralization tests.

In June 2011, Newcastle deconsolidated a non-recourse financing structure, CDO V. Newcastle determined that it does not currently have the power to direct the relevant activities of CDO V as an event of default had occurred and Newcastle may be removed as the collateral manager by a single party. So long as the event of default continues, Newcastle will not be permitted to purchase or sell any collateral in CDO V. If Newcastle is removed as the collateral manager of CDO V, it would no longer receive the senior management fees from such CDO. As of February 27, 2014, Newcastle has not been removed as collateral manager. Newcastle does not expect the failure of these additional tests to have a material negative impact on its cash flows, business, results of operations or financial condition.
On September 12, 2012, Newcastle deconsolidated a non-recourse financing structure, CDO X. Newcastle completed the sale of 100% of its interests in CDO X to the sole owner of the senior notes and another third party, in connection with the liquidation and termination of CDO X. Newcastle received $130 million for $89.75 million face amount of subordinated notes and all of its equity in CDO X. As a result, Newcastle recorded a gain on sale and deconsolidated CDO X. The sale and resulting deconsolidation has reduced Newcastle’s gross assets by $1.1 billion, reduced liabilities by $1.2 billion, decreased other comprehensive income by $25.5 million and resulted in a gain of $224.3 million in the quarter ended September 30, 2012. A condition to the sale of its interests was the right to purchase certain collateral held by CDO X. Newcastle purchased eight securities with a face amount of $101 million for 49.4% of par, or approximately $50 million. As of December 31, 2012, Newcastle had no continuing involvement with CDO X as it had been liquidated.
In June 2013, Newcastle completed the sale of 100% of the assets in CDO IV. Newcastle sold $153.4 million face amount of collateral at an average price of 95% of par, or $145.2 million. Subsequently, Newcastle paid off $71.9 million of outstanding third party debt and terminated the CDO. This transaction resulted in approximately $73.1 million of proceeds to Newcastle of which approximately $5.3 million was received in Newcastle CDO VIII. Newcastle recovered par on $59.5 million of CDO debt which had been repurchased in the past at an average price of 52% of par and $8.0 million of proceeds on its subordinated interests. This transaction has also decreased Newcastle’s comprehensive income by $0.6 million and resulted in a net gain on sale of assets of $4.2 million and a $0.8 million gain on hedge termination.
In June 2013, Newcastle completed the purchase of $116.8 million aggregate face amount of securities that are collateralized by certain Newcastle CDO VIII Class I notes for an aggregate purchase of approximately $103.1 million, or an average price of 88.3% of par. Simultaneously, Newcastle financed the purchase with $60.0 million received pursuant to a master repurchase agreement with the seller of the securities (“CDO VIII Repack”). The terms of the repurchase agreement included a rate of one-month LIBOR plus 150 bps and a 30-day maturity. The purchase of the securities and the repurchase agreement were treated as a linked transaction and accordingly recorded on a net basis as a non-hedge derivative instrument, with changes in market value recorded on the statement of income. In May 2014, the CDO VIII Class I notes were repaid in full and the repurchase agreement was terminated.
As of December 31, 2014, CDO VI was not in compliance with its applicable over collateralization tests and, consequently, Newcastle was not receiving cash flows from this CDO currently (other than senior management fees and interest distributions from senior classes of bonds Newcastle owns). Based upon Newcastle’s current calculations, Newcastle expects this CDO to remain out of compliance for the foreseeable future. Moreover, given current market conditions, it is possible that all of Newcastle’s CDOs could be out of compliance with their over collateralization tests as of one or more measurement dates within the next twelve months.
Repurchase Agreements

In July 2014, Newcastle financed an additional $20.0 million face amount of previously repurchased CDO bonds payable with repurchase agreements for $12.0 million.  These repurchase agreements bear interest at one month LIBOR + 1.65%, mature in August 2014 and are subject to customary margin provisions.
In November 2014, Newcastle financed $391.9 million face amount of purchased FNMA/FHLMC securities with repurchase agreements with carrying value of $385.3 million as of December 31, 2014. These repurchase agreements bear interest at 0.36%, mature in February 2015 and are subject to customary margin provisions.
Credit Facilities
In December 2013, the Golf business entered into two loan agreements (“First Lien Loan” and “Second Lien Loan”) with General Electric Capital Corporation (“GECC”). The loans mature on December 30, 2017. The terms of the loans may be extended for an additional 12-month period.
The First Lien Loan has a principal balance of $54.5 million (of which $49.9 million was funded to date). The interest rate on the First Lien Loan is 3-month LIBOR, with a floor of 0.50%, plus a margin of 4.00% (less the impact of the interest rate cap agreement that limits Newcastle’s exposure on LIBOR to 4.79% on a notional amount of $94.0 million). As of December 31, 2014, LIBOR was below the floor. Repayments of principal shall commence on January 1, 2017 based on a 30-year amortization schedule, with the entire outstanding amount due on the maturity date.
The Second Lien Loan has a principal balance of $105.6 million and bears interest as at 5.5% per annum. Interest is paid on a monthly basis, and the monthly repayments of principal commence on January 1, 2017 based on a 30-year amortization schedule, with the entire outstanding amount due on the maturity date.

As of December 31, 2014 approximately $4.6 million of the facilities is subject to a working capital hold-back provision and can be used only to ensure that there are adequate funds for the settlement of third party lease terminations and to cover modifications events, and operating expenses, including up to $2.5 million of interest on these loans.

Golf is obligated under a $200,000 loan with the City of Escondido, California (“Vineyard II”). The principal amount of the loan is payable in five equal installments of $40,000 each upon reaching the "Achievement Date”, which is the date on which the previous 36-month period equals or exceeds 240,000 rounds of golf played on the property. As of December 31, 2014, 240,000 rounds of golf have not been achieved within an applicable 36-month period. The interest rate is adjusted annually and is equal to 1% plus an Index amount, as defined in the loan agreement. As of December 31, 2014, the interest rate is 2.13%.

Capital Leases - Equipment

The Golf business leases certain golf carts and other equipment under capital lease agreements. The agreements normally provide for minimum rentals plus executory costs. Lease terms for golf carts are 66 months with a purchase price option at the termination of the lease. Lease terms for equipment are generally 36-60 months with bargain purchase options at lease expiration.


The future minimum lease payments required under the capital leases and the present value of the net minimum lease payments as of December 31, 2014 are as follows:
2015
$
1,325

2016
1,325

2017
1,325

2018
1,325

2019
1,446

Thereafter
700

Total minimum lease payments
7,446

Less: imputed interest
1,287

Present value of net minimum lease payments
$
6,159

Maturity Table
Newcastle’s debt obligations (gross of $2.9 million of discounts at December 31, 2014) have contractual maturities as follows:
 
Nonrecourse
 
Recourse
 
Total
2015
$
929

 
$
441,176

 
$
442,105

2016
994

 

 
994

2017
156,563

 

 
156,563

2018
1,140

 

 
1,140

2019
1,340

 

 
1,340

Thereafter
665,021

 
51,004

 
716,025

Total
$
825,987

 
$
492,180

 
$
1,318,167

Debt Covenants
Newcastle’s non-CDO financings and Golf credit facilities contain various customary loan covenants. Newcastle was in compliance with all of these covenants as of February 23, 2015.