Greetings, and welcome to the TPG RE Finance Trust Fourth Quarter 2019 Earnings Conference Call. [Operator Instructions]. As a reminder, this conference is being recorded. It is now my pleasure to introduce your host, Ms. Deborah Ginsberg, Vice President, Secretary and General Counsel. Thank you. You may begin..

Good morning. And welcome to TPG Real Estate Finance Trust's Fourth Quarter 2019 Conference Call. I'm joined today by Greta Guggenheim, Chief Executive Officer; and Bob Foley, Chief Financial & Risk Officer. Greta and Bob will share some comments about the quarter, and then we'll open up the call for questions.

Last night, we filed our Form 10-K and issued a press release with a presentation of our operating results, all of which are available on our website in the Investor Relations section.I'd like to remind everyone that today's call may include forward-looking statements, which are uncertain and outside of the company's control.

Actual results may differ materially. For a discussion of some of the risks that could affect these results, please see the Risk Factors section of our 10-K. We do not undertake any duty to update these statements, and we will also refer to certain non-GAAP measures on this call.

And for reconciliations, you should refer to the press release and our 10-K.With that, it's my pleasure to introduce Greta Guggenheim, Chief Executive Officer of TPG Real Estate Finance Trust..

Good morning, and thank you all for calling in. We had a very strong year with an increase of GAAP and core earnings of 18% and 19%, to $126 million and $128 million, respectively, as compared to the prior year.

Additionally, we grew our equity base by $175 million and achieved an increase in GAAP and core earnings per share to $1.73 and $1.76 from $1.70 for both in 2018. We achieved all this, plus we had positive operating earnings coverage to our dividend despite a period of declining yields among all fixed income assets.

Not only did LIBOR dropped by 75 basis points during the year, but credit spreads continued to tighten. Through increased originations, exceedingly attentive cash management and a focus on reducing our financing costs, we were able to more than counter the lower market yields that the market dealt us.

Earning assets grew by 32% to $5.8 billion from the prior year.

Contributing to this growth, we originated $2.9 billion of loans during the year and $654 million during the quarter with a weighted average spread of 335 basis points and 290 basis points, respectively.Subsequent to year-end, we have closed and/or are in the process of closing $858 million of loans with a weighted average spread of 289 basis points.

We continue to fight the good fight of reducing financing costs to offset narrowing asset spreads. Recent capital markets activity in the CRE space showed strong demand for CLOs and corporate financings, which may indicate that this trend will continue, and we certainly hope it does. To date, we've been successful in maintaining high ROE.

However, we will always choose a lower ROE to higher yields achieved by taking on more credit risk or by applying too much leverage to our balance sheet.Regarding our 100% performing loan portfolio, we continue to focus on office multifamily properties.

During the year, office properties increased to 52% of our portfolio from 39%, and multifamily properties declined from 25% to 20%. We still very much like multifamily, but are more selective as valuations have increased, while stabilized debt yields, in our view, are declining.

Parties are taking longer to lease-up, while stabilized rents have declined due to an abundance of new supply in many markets. We continue to avoid retail, which now comprises less than 1% of our portfolio.

And we have added a modest amount of hotel exposure during the year, which represented 13% at year-end.To recap our 2019 highlights, we grew our equity base by $175 million, while also increasing earnings, earnings per share and book value.

We extended and reduced the fee structure of close to 1/3 of our credit facility outstanding, and closed a CLO raising $1.2 billion in additional matched term financing that allows us to replace repaying loans with new loans for 2 years.

In the 10 quarters since our IPO, we've made cumulative cash distributions to shareholders of $281 million or $4.14 per share. We view all these accomplishments as a validation of our investment and operating discipline and the foundation for additional growth.I will now turn the call over to Bob Foley..

Thanks, Greta. For the complete TRTX box score, please refer to our Form 10-K or our supplemental, both of which are available in the Investor Relations section of the website. Here's a quick review of some key financial and operational items for the year and the quarter.

Liquidity at year-end was $359.7 million, driven largely by undrawn capacity in our credit facilities, occasioned by the October closing of our third CRE CLO. Also available to us is approximately $105.7 million of net equity in our portfolio of high-grade CRE debt securities.

Financing capacity at year-end to support our loan origination business was $4 billion.In 2019, we added a $750 million credit facility from Barclays. We extended facilities with Morgan Stanley, JP Morgan and Goldman Sachs, and reduced fees and credit spreads on most of our facilities.

Across borrowings under our loan repurchase and warehouse credit facilities, the weighted average spread declined year-over-year by 15% to 166 basis points. This is a testament to the power of TPG in garnering leading-edge pricing and terms from our lending partners.

In 2020, other forms of term financing are likely to return to our balance sheet or appear for the first time.

Further increases in term funding arrangements will reduce our risk on credit facilities and lessen our exposure to mark-to-market risk.At year-end, we again boosted our non mark-to-market liabilities to more than half of our total funded loan portfolio borrowings.

Loan repayments in 2019 totaled $1.9 billion, and we expect similar levels for 2020, although we've experienced no repayments year-to-date.

Repayments will create capital recycling opportunities for our 2 CLOs, which totaled $1.8 billion and have a blended borrowing spread of LIBOR plus 144 basis points and play an important role in supporting quality loan originations.

Those reinvestment periods run through November 2020 and October 2021 and permit reinvestment of new loans or existing loans that meet our eligibility requirements. In 2019 alone, we have reinvested $514.7 million of FL2 capital and expect to do even more in 2020 with both CLOs.

Low cost, non mark-to-market financing helps us originate well-sponsored, well-structured, lower-risk loans and preferred property types and markets. Leverage at year-end was 2.93:1, a level we maintain most of the year.

We are less levered than many of our peers, which affords us latitude to adjust in response to market conditions, the composition of our investment portfolio and our risk appetite. We maintain our leverage by pairing new debt capital raises with disciplined equity issuance.

In 2019, we raised $175 million of accretive primary equity.Credit remains our bell weather. For 2019 originations, LTV actually declined to 63.9% from 66.7% year-over-year and portfolio-wide LTV was virtually unchanged at 65.4%. Risk ratings were stable at 2.9. After 5 years in business, we've had no loss impairments or loan loss reserves.

In terms of rates, all of our loans are floating rate and half LIBOR floors, which at year-end had a portfolio-wide average of 1.63%. Fully 45% of our floor is measured by loan UPB were in the money at year-end.

All of our liabilities are floating rate, too.Our portfolio of floating rate, primarily investment-grade CRE securities, generated approximately $0.11 per share of net interest margin in 2019, demonstrating our team's ability to use its commercial real estate and capital market savvy to create incremental income while prepositioning newly raised or recycled capital for deployment into new loan originations.

These investments were valued approximately $1 million above amortized cost at year-end. Finally, CECL, or current expected credit losses, which took effect on January 1 this year.

CECL shifts accounting for credit losses to a forecast model from an incurred model and requires lenders to record upfront a loan loss reserve that reflects its estimate of life of loan losses. With few exceptions, the forecasted loss must be greater than 0.

Since we've incurred no losses and recorded no loan loss reserve since inception, we look to a third-party database that tracks performance, defaults and loss data for more than 100,000 loans over the past 2 decades to help us develop our loss estimate.Using a loss given default model, the current estimate of our initial CECL reserve, as of January 1, is approximately $18.5 million or 33 basis points of aggregate loan commitments, which equates to $0.24 per share of book value.

For further information, please refer to our Form 10-K or ask a question of us this morning.With that, Greta and I would be happy to take your questions.

Operator?.

[Operator Instructions]. Our first question comes from the line of Steve Delaney with JMP Securities..

Congratulations on a strong 2019. As the calendar changes, I'm wondering, Greta, if you're seeing anything different in borrower behavior or the makeup of your borrower base, types of loan request.

Compared to what we were seeing 12 and 15 months ago when you started 2019?.

Well, I feel like we're seeing more of our requests from financial sponsors. They have a tremendous amount of dry powder, it reached $326 billion, a new peak. The last peak was in -- I think in 2008 in terms of fundraising during the year. In '19, they raised $151 billion and 2008 was the last high watermark of $148 billion.

So there's a tremendous amount of investment activity from the financial sponsors. I would also say there's been a very large demand -- there's been very large demand created by the new triple -- I mean, the public non-traded REITs.

One very large one that we all know, in particular, is raising somewhere near $2 billion a month, and with leverage can invest $6 billion a month. And a lot of this investment activity, we think, will just have to gravitate to office because it's 1 of the larger asset classes.

So interestingly, in the year, and particularly in the fourth quarter, we saw more financial sponsors, and we saw more office. 72% of our originations in the fourth quarter were in office properties and with financial sponsors.Coincidentally, this is the same borrowers.

And office, I think one of the trends in large office properties is that beginning in '16, we saw the foreign investors pretty much leave the market and many domestic pension funds were full of office.

So it created some value, there is some premium opportunities in office, so I think you're going to see a lot of this dry powder in this non-traded public REITs go towards that. I mean, our fourth quarter certainly indicates that. So that's one incident..

That's great.

That's helpful because what you're telling me is your -- it's still private equity-driven, people with maybe five year type business plans as opposed to something shorter-term or more speculative?.

Yes, it's a lot of value add. There's -- a lot of the -- if you look at the fundraising statistics, a lot of -- the majority of it went to opportunistic funds. And then second was value add, and we're probably seeing most of our activity from the value-add guys, some from operating..

Great. And of course, repayments that's always the gymnastics of being a senior bridge lender, I guess. So Bob, you mentioned $1.9 billion in the -- in 2019, and that you expect something similar.

It strikes me that $1.9 billion on, so basically $5 billion of UPB at the end of the year would work out to almost 40%, is that what you're really trying to communicate that something in the high 30s or 40% of beginning a year UPB is what we should expect?.

Yes, I....

No, go ahead..

I think that's right..

It's on commitments..

That is a little bit higher in percentage terms. We really look at it on a commitment basis..

Commitment. Okay, 5.6, yes..

Yes. And there were 5.6, 5.7 because during the course of the year, we'll be funding up a portion of our unfunded commitments, which at year-end were about $630 million. I think that some of the market dynamics that Greta described, in the fact that it's still a low-rate environment make refinancing an attractive alternative to some borrowers.

And investment sales volumes, although down over the peak in 2016 are still strong.

And so that turnover, that normal turnover in investor-owned portfolios results in repayments to us, part of the trick and challenge and frankly, benefit of our business model is that we're often able to convert repayments from refinancings into new loans with existing borrowers on the same property.

And you've heard us describe before, how we've been successful in doing that. And I suspect you'll see that again in 2020. Which would mean that our net runoff would be lower than that top line number..

And I would say it's slightly higher, not a concerning level higher because we do look at commitments. And if you look at our repayments or prepayments in '17, they were 32% of commitments, '18 was a bit lower at 25%, and then '19 would be 35% and since we expect our commitments to increase in 2020.

That percentage, assuming the dollar amount is the same, should go down..

Our next question comes from the line of Stephen Laws with Raymond James..

I guess, following up there on -- Bob, on your answer to one of Steve's questions. Given the low-rate environment and looking at the forward yield curve, that's projected to go lower by quite a bit here, I guess, over the next year or 2.

So when you think about compressing spreads on asset yields and coupled with the declining LIBOR, kind of how do you think about the outlook, what is your behavior with LIBOR floors and new loans.

And on top of that, from a bigger picture, maybe, is there a glass floor on asset yields where if LIBOR is at 125 and spreads at 275 over, is a 4% return on assets really attractive? Or kind of how do you think about where asset yields trend from here?.

Stephen, I'm just going to start real quick, and then I'm going to hand it over to Bob. I think the one way we're addressing it in 2019, our weighted average floors were 190 basis points. So we're well in the money on our annual originations. The question is, as LIBOR continues to drop, will we be able to keep such a high floor? And the answer is no.

Borrowers will -- don't want a floor that's too far out of the money when they close the loan.So yes, I do expect as long as LIBOR declines and we have competitive pressures, asset spreads could continue to decline.

But what we have seen, if you've noticed some of the capital markets activity year-to-date, the demand for fixed income debt product secured by commercial real estate is exceedingly strong. I mean, it's a frenzy right now, and we've seen spreads come in dramatically with that.

The question is does that translate into lower repo and credit facility spreads. We're not sure, but that's where we may see some friction. But the reality is, yes, we are in a declining -- we are not immune to the declining-yield environment that is affecting all fixed income assets..

Yes, I think, to Greta's point, it is a very strong market right now to issue liabilities. That's true in the bank market, it's true in the structured finance market. I think it remains an open question as to whether fixed income investors will continue to accept lower absolute, that is all in returns.

If they do, then we could expect to see further spread compression. If they don't, especially in the AAA sector of the market, which is really, really important.

Then you may see a bottoming out of credit spreads on the liability side, which if the markets work as they have in the past would suggest that credit spreads would also flatten out on the asset side. But that does not seem to be happening right now or at least not yet..

Yes. Well, I appreciate the color on that, I wanted to get your -- both you and Greta's thoughts on that. And bigger picture, CMBS, I think, increased on a net basis, about $150 million. You clearly had origination volume of loans largely offset with prepayments, but utilized or ATM rate's a little less than $40 million.

Can you maybe talk about how you look at the investment opportunities on new loans, the CMBS opportunity? Or really, is that still more of a cash management tool? And then the need for new capital as you think about putting money to work and having a team in place..

We continue to like the loan opportunities we're seeing. And as we mentioned, our current signed and -- closed and signed up loans total $858 million. So we clearly have been seeing some this year that are attractive for us. So we would always prefer a good quality loan to investing in CMBS, and that's really for a couple of reasons.

One, that's what we do best and what our team is trained to do. And two, generally speaking on a loan, we can finance -- we'll finance that roughly anywhere from 75% to low-80%, whereas to get the comparable yield on a CLO bond, you have to apply more leverage. So you get less equity put to work for the same yield.

So we'd rather have more equity with less leverage and a loan, frankly. Although the benefit of the CLO is it's highly liquid. And it has a lot of, lot of structural subordination and equity behind you. So there's pros and cons to both. But I guess the preference is to do loans..

So that's a good segue, I think, to the rest of your question, Stephen, about capital needs. So we did tap the equity markets twice last year, once in the spring with an overnight and then, again, late in the year through our ATM, which is, for us, at least, an extremely efficient way to raise just-in-time equity to support our growth.

And so I would expect that we would continue to take advantage of that program as market conditions permit. And then the last thing I would add in terms of capital raising is that, that securities portfolio that we own throws off a very attractive ROE, as Greta described, but it's also a near immediate source of capital to recycle into loans.

And as I mentioned, we have slightly more than $100 million invested in that asset class right now. And so that can be fairly easily rolled into loan transactions. So as you think about what our future sources of capital are for growth, I think that's the right order to think about..

Great. And my last question at this point. I think I saw on the deck that 4-rated loans declined to $200 million from about $260 million. Was that due to a repayment? Or did you mark up on -- four loans back to a three.

Can you talk about -- I know it's a small percentage of the portfolio, but can you talk about the improvement there and the decline of four rated loans?.

Sure. We had 1 loan with an outstanding balance of around $60 million that we sold in the fourth quarter, and it was a 4-rated loan. The reason we sold it was many-fold. One, we got slightly over par. So that's always good.

Two, the borrower had not completed its business plan, and in fact, was very slow in doing it as it became distracted with growth prospects in Europe and other markets. And through our really, I would say, very focused asset management, we just identified a shortfall in the renovation budget, and his falling down on doing things he would have to do.

I have to say it's one of those rare examples where I've seen an asset with tremendous potential and very strong as is an even stronger future equity value, where I've seen this where the borrower works against his own best interest. I mean, this -- he did improve.

It was a 70 construction apartment building that he was going to spend $14,000 per unit in upgrading, and he did do a couple of units.And the risk he got on the upgraded units far exceeded what we underwrote and what his business plan was. Yet, he could not get out of its own way.

And frankly, this was a tough decision for us because we would have loved -- I mean, I -- love is the wrong word. One strategy would have been to have defaulted him and receive an extra 400 basis points of default interest on a deal that we knew had strong credit -- I mean, intrinsic value.

The fact that we sold it over par, it shows that our loan book had intrinsic value. But -- so that would have been a great earning asset, we would have had to spend legal time on it, but we would have also had to been answering tons of questions on these earnings calls about this one asset for the -- until we sold that asset.

I mean, I'm just saying that because I read some of our competitors' earnings call report, but -- mixed. I mean, on one hand, I could have said it's best for shareholders for us to charge a higher -- as we're entitled, defaulted at a higher rate of interest, and then maybe some day we even get to own this asset because it has tremendous equity value.

My guess is he would ultimately protect because the equity value was so strong. But we decided to sell it because we could, and we got a strong return on it, and we had other places to deploy capital. So sorry for my long-winded answer..

Great. No, I really appreciate the color on that. But that's interesting, so I'll have to think about that some more. I lied, I do have one more question. Lastly, Bob, can you touch on operating expenses. The $9.2 million was below the previous 2 quarters.

How should we think about that running going forward?.

I think it's a pretty good run rate. We disclosed in the MD&A what the components of that change were. Typical expenses, we've really, really managed with a fine tooth comb, our servicing expenses have declined steadily year-over-year.

We've generated some real strong efficiencies there, but we've maintained our very diligent approach to our loan assets, as Greta just described on that one multifamily job. So I think we're in a good run right now.

Honestly, the variable over time is going to be amortization of stock comp expense, which we would expect would be stable to growing over time as the company grows and continues to succeed..

Our next question comes from the line of Jason Weaver with Compass Point..

I was wondering if you can comment on leverage. Specifically, the trajectory on moving towards your target level of 3.5x.

What would you need to see to get comfortable with moving much closer to that or is it really just a function of pricing in the origination mandates that you see you can win?.

I think, Jason, it's largely a function of the latter. We've -- we're very comfortable with our leverage position right now. And given the strong credit performance of our portfolio, we think, on a stand-alone basis, it can certainly support more leverage than it currently bears, but we want to do that in a thoughtful way.

I think we've demonstrated that we can raise financing, debt financing at extremely competitive levels really at market-leading levels. So as our portfolio continues to grow, I think you'll see us deploy or utilize some more leverage. We, frankly, got some untapped capacity in our credit facilities right now that we would use first.

So you should expect to see a little more leverage than we currently have employed, which as you've seen, has been pretty consistent around 3:1..

Sure. All right. That's helpful. And then on the LIBOR floor percentage. Can you give an idea of the proportion of loans overall with those and what the weighted average strike is currently? I know you mentioned 1.90% for the 2019 originations.

But just looking for the overall stats for the portfolio?.

Sure. For the portfolio as a whole, first, all of our loans have floors, and their strike rates obviously vary on two things. One, what was LIBOR at the time the loan was originated? And two, what were the negotiating dynamics with each borrower at that time. The average LIBOR floor in our portfolio right now is 1.63%..

Okay. And then one final one. On your comments on multifamily, it's obviously a sector with a lot of supply coming online, driving lower take-up and higher initial vacancy rates.

Are there any other factors that limit your risk appetite there?.

No. I mean, I think it's -- perhaps, it's also that spreads have gotten uber-tight on multi-family as well, probably too tight in many instances.

So if -- everyone likes multifamily, but because we have a significant loan portfolio, we can see which markets have slowing business plans and others who may not have a lot of experience in those markets may have a different spread appetite than we do for those assets..

[Operator Instructions]. Our next question comes from the line of Charles Arestia with JPMorgan..

It's Charlie on for Rick today. I just wanted to ask about LTVs. It looks like they came down a little bit this quarter, and the portfolio weighted average is still in the mid-60s, but there's a few of your largest loans that are higher up in the kind of low- to mid-70s range.

Where do you see the equilibrium there? And should we expect to see more loans up in the 70s? Or does it really depend on the loan and property type?.

Yes. There is a correlation between, I would say, LTVs and in-place debt yield so -- or stabilized in-place debt yield. We found leverage has been pushed mostly on multifamily where their stabilized debt yields are in the 7.5% kind of range.

People are willing to go, including our sales up to, say, an 80% on some of those, and these are brand-new apartments and coming off construction facilities already in lease-up that will stabilize at a very attractive debt yield.

So I think for us, as we left construction lending, which skews a portfolio leverage down even though, in our view, it may have more risk -- inherent risk in the asset. But we pretty much scaled back that over the last several years and focused more on existing cash flowing assets, our leverage has gone up.

And I do feel that it's most loans we see are sort of in that 60%, very few are below 60% these days, but call it, 60% to 75% and then for good quality multifamily, 80% range..

Right. So multifamily has historically had the highest LTV in our portfolio and, frankly, others. And that's a testament largely to its stable operating performance and the fact that the financing market for multifamily is the deepest of all property types. Just look at the enormous presence of the GSEs and the multifamily business.

It's lowest in lodging, and it's in the middle of his office, as Greta described earlier, that the proportion of our portfolio devoted to office has stepped up in response to the market dynamics you decide. And so what that means is, all else being equal, our LTV portfolio-wide should step down a little bit, and it has.

So if we do more multifamily, you should expect to see it go up. If we do more office or anything other than multifamily, actually, it's going to go down..

There are no further questions at this time. I'd like to turn the call back over to Ms. Guggenheim for any closing remarks..

Well, thank you all for joining today, and we very much enjoyed sharing our performance in 2019 with you, and we look forward to a great 2020 and beyond..

Thank you. This concludes today's teleconference. You may disconnect your lines at this time. Thank you for your participation, and have a wonderful day..