Preferred Stock

Common Stock

Class A Common
Stock

Additional

Accumulated
Other

Shares

Par
Value

Shares

Par
Value

Shares

Par
Value

Paid-
in-Capital

Accumulated
Deficit

Comprehensive
(Loss) Income

Total
Equity

Balance at December 31, 2015

125

$
—

28,309,783

$
29

783,158

$
1

$
729,477

$
(13,157
)

$
—

$
716,350

Issuance of Class A Common Stock

—

—

—

—

74,401

—

1,832

—

—

1,832

Issuance of Common Stock

—

—

3,987,337

4

—

—

98,164

—

—

98,168

Net Income

—

—

—

—

—

—

—

50,807

—

50,807

Other Comprehensive Income

—

—

—

—

—

—

2,579

2,579

Dividends on Preferred Stock

—

—

—

—

—

—

—

(11
)

—

(11
)
Dividends on Common Stock

—

—

—

—

—

—

—

(47,292
)

—

(47,292
)
Dividends on Class A Common Stock

—

—

—

—

—

—

—

(1,224
)

—

(1,224
)
Balance at September 30, 2016

125

$
-

32,297,120

$
33

857,559

$
1

$
829,473

$
(10,877
)

$
2,579

$
821,209

Balance at December 31, 2016

125

$
—

38,260,053

$
39

967,500

$
1

$
979,467

$
(10,068
)

$
1,250

$
970,689

Issuance of Class A Common Stock

—

—

—

—

14,711

—

365

—

—

365

Issuance of Common Stock

—

—

12,642,166

12

—

—

257,622

—

—

257,634

Common Stock and Class A Common Stock Dividend

—

—

9,224,268

9

230,815

—

(9
)

—

—

—

Retired Common Stock

—

—

(334,745
)

—

—

—

(7
)

(6,551
)

—

(6,558
)
Initial Public Offering Transaction Costs

—

—

—

—

—

—

(20,713
)

—

—

(20,713
)
Net Income

—

—

—

—

—

—

—

69,594

—

69,594

Other Comprehensive (Loss)

—

—

—

—

—

—

—

—

(1,270
)

(1,270
)
Dividends on Preferred Stock

—

—

—

—

—

—

—

(12
)

—

(12
)
Dividends on Common Stock

—

—

—

—

—

—

—

(60,566
)

—

(60,566
)
Dividends on Class A Common Stock

—

—

—

—

—

—

—

(1,365
)

—

(1,365
)
Balance at September 30, 2017

125

$
—

59,791,742

$
60

1,213,026

$
1

$
1,216,725

$
(8,968
)

$
(20
)

$
1,207,798

	Permanent Equity																										Temporary Equity
	Series A Preferred Stock				Common Stock				Class A Common Stock
	Shares		Par Value		Shares		Par Value		Shares			Par Value			Additional Paid- in-Capital			Accumulated Deficit			Accumulated Other Comprehensive Income (Loss)			Total Stockholders' Equity			Series B Preferred Stock
January 1, 2021		125	$	—		76,787,006	$	77		—		$	—		$	1,559,681		$	(292,858	)	$	—		$	1,266,900		$	199,551
Issuance of Common Stock		—		—		110,096		—		—			—			—			—			—			—			—
Amortization of Share-Based Compensation		—		—		—		—		—			—			1,456			—			—			1,456			—
Net Income		—		—		—		—		—			—			—			31,955			—			31,955			—
Dividends on Preferred Stock		—		—		—		—		—			—			—			(6,124	)		—			(6,124	)		—
Accretion of Discount on Series B Cumulative Redeemable Preferred Stock		—		—		—		—		—			—			(1,452	)		—			—			(1,452	)		1,452
Dividends on Common Stock (Dividends Declared per Share of $0.20)		—		—				—		—			—			—			(15,507	)		—			(15,507	)		—
March 31, 2021		125	$	—		76,897,102	$	77		—		$	—		$	1,559,685		$	(282,534	)	$	—		$	1,277,228		$	201,003

	Permanent Equity																										Temporary Equity
	Series A Preferred Stock				Common Stock				Class A Common Stock
	Shares		Par Value		Shares		Par Value		Shares			Par Value			Additional Paid- in-Capital			Accumulated Deficit			Accumulated Other Comprehensive Income (Loss)			Total Stockholders' Equity			Series B Preferred Stock
January 1, 2020		125	$	—		74,886,113	$	75		1,136,665		$	1		$	1,530,935		$	(28,108	)	$	1,051		$	1,503,954		$	—
Issuance of Common Stock		—		—		628,218		1		—			—			12,894			—			—			12,895			—
Conversions of Class A Common Stock to Common Stock		—		—		1,136,665		1		(1,136,665	)		(1	)		—			—			—			—			—
Equity Issuance, Shelf Registration, and Equity Distribution Agreement Transaction Costs		—		—		—		—		—			—			(206	)		—			—			(206	)		—
Amortization of Share-Based Compensation		—		—		—		—		—			—			1,401			—			—			1,401			—
Cumulative Effect of Adoption of ASU 2016-13 (See Note 2)		—		—		—		—		—			—			—			(19,645	)		—			(19,645	)		—
Net Loss		—		—		—		—		—			—			—			(232,790	)		—			(232,790	)		—
Other Comprehensive Loss		—		—		—		—		—			—			—			—			(974	)		(974	)		—
Dividends on Preferred Stock		—		—		—		—		—			—			—			(3	)		—			(3	)		—
Dividends on Common Stock (Dividends Declared per Share of $0.43)		—		—		—		—		—			—			—			(33,219	)		—			(33,219	)		—
March 31, 2020		125	$	—		76,650,996	$	77		—		$	—		$	1,545,024		$	(313,765	)	$	77		$	1,231,413		$	—

As of March 31, 2021, aggregate borrowings outstanding under our secured credit facilities totaled $0.9 billion, which was entirely related to our mortgage loan investments. As of March 31, 2021, the weighted average interest rate was LIBOR plus 2.4% per annum, and the weighted average advance rate was 67.9%. As of March 31, 2021, outstanding borrowings under these facilities had a weighted average term to extended maturity of 2.8 years (assuming we have exercised all extension options and term out provisions). These secured credit agreements are 25% recourse to Holdco.

The following table details our secured credit agreements as of March 31, 2021 (dollars in thousands):

Once we identify an asset and the asset is approved by the secured credit facility lender to serve as collateral (which lender’s approval is in its sole discretion), we and the lender may enter into a transaction whereby the lender advances to us a percentage of the value of the asset, which is referred to as the “advance rate.” In the case of borrowings under our repurchase facilities, this advance serves as the purchase price at which the lender acquires the loan asset from us with an obligation of ours to repurchase the asset from the lender for an amount equal to the purchase price for the transaction plus a price differential, which is calculated based on an interest rate. Advance rates are subject to negotiation between us and our secured credit facility lenders.

For each transaction, we and the lender agree to a trade confirmation which sets forth, among other things, the purchase price if a repurchase facility, the maximum advance rate, the interest rate and the market value of the asset. For transactions under our secured credit agreements secured by our loan assets, the trade confirmation may also set forth any future funding obligations which are contemplated with respect to the specific transaction and/or the underlying loan asset. For loan assets which involve future funding obligations of ours, the transaction may provide for the lender to fund portions (for example, pro rata per the maximum advance rate of the related transaction) of such future funding obligations. The trade confirmation can also set forth loan-specific margin maintenance provisions, described below.

Generally, our secured credit facilities allow for revolving balances, which allow us to voluntarily repay balances and draw again on existing available credit. The primary obligor on each secured credit facility is a separate special purpose subsidiary of ours which is restricted from conducting activity other than activity related to the utilization of its secured credit facility and the loans or loan interests that are originated or acquired by such subsidiary. As additional credit support, our holding company subsidiary, Holdco, provides certain guarantees of the obligations of its subsidiaries. Holdco’s liability is generally capped at 25% of the outstanding obligations of the special purpose subsidiary which is the primary obligor under the related agreement. However, this liability cap does not apply in the event of certain “bad boy” defaults which can trigger recourse to Holdco for losses or the entire outstanding obligations of the borrower depending on the nature of the “bad boy” default in question. Examples of such “bad boy” defaults include, without limitation, fraud, intentional misrepresentation, willful misconduct, incurrence of additional debt in violation of financing documents, and the filing of a voluntary or collusive involuntary bankruptcy or insolvency proceeding of the special purpose entity subsidiary or the guarantor entity.

Each of the secured credit facilities has “margin maintenance” provisions, which are designed to allow the lender to maintain a certain margin of credit enhancement and/or against the assets which serve as collateral. The lender’s margin amount is typically based on a percentage of the market value of the asset and/or mortgaged property collateral; however, certain secured credit agreements may also involve margin maintenance based on maintenance of a minimum debt yield with respect to the cash flow from the underlying real estate collateral. In certain cases, margin maintenance provisions can relate to minimum debt yields for pledged collateral considered as a whole, or limits on concentration of loan exposure measured by property type or loan type.

Our secured credit facilities contain defined mark-to-market provisions that permit the lenders to issue margin calls to us in the event that the collateral properties underlying our loans pledged to our lenders experience a non-temporary decline in value or net cash flow (“credit marks”) due to reasons other than capital markets events that result in changing credit spreads for similar borrowing obligations. In connection with one of these borrowing arrangements, the lender is also permitted to issue margin calls to us in the event the lender determines capital markets events have caused credit spreads to change for similar borrowing obligations (“spread marks”). Furthermore, in connection with one of these borrowing arrangements, the lender has the right to re-margin the secured credit facility based solely on appraised loan-to-values in the third year of the facility. On May 28, 2020, we made voluntary deleveraging payments totaling $157.7 million to our seven secured credit facility lenders in exchange for their agreement to suspend margin calls for defined periods, subject to certain conditions. When these payments were made, no margin deficits existed, and no margin calls have been issued to us since. The margin holiday agreements expired in December 2020. If market turbulence returns, we may be exposed to margin calls in connection with our secured credit agreements secured by our mortgage loan investments.

The maturity dates for each of our secured credit agreements are set forth in tables that appear earlier in this section. Our secured credit agreements generally have terms of between one and three years, but may be extended if we satisfy certain performance-based conditions. In the normal course of business, we maintain discussions with our lenders to extend or amend any financing facilities related to our loans.

At March 31, 2021, the weighted average haircut (which is equal to one minus the advance rate percentage against collateral for our secured credit facilities taken as a whole) was 32.1% as compared to 30.7% at December 31, 2020 and 19.5% at March 31, 2020. The year-over-year increase in our weighted average haircut was due to the repayment in full and subsequent termination by the Company of all of its secured credit agreements for CRE debt securities, which generally had lower haircuts than our secured credit agreements for whole loans.

The secured credit facilities also include cash management features which generally require that income from collateral loan assets be deposited in a lender-controlled account for distribution in accordance with a specified waterfall of payments designed to keep facility-related obligations current before such income is disbursed for our own account. The cash management features generally require the trapping of cash in such controlled account if an uncured default under our borrowing arrangement remains outstanding. Furthermore, some secured credit agreements may require an accelerated principal amortization schedule if the secured credit agreement is in its final extended term.

Notwithstanding that a loan asset may be subject to a financing arrangement and serve as collateral under a secured credit facility, we retain the right to administer and service the loan and interact directly with the underlying obligors and sponsors of our loan assets so long as there is no default under the secured credit agreement, and so long as we do not engage in certain material modifications (including amendments, waivers, exercises of remedies, or releases of obligors and collateral, among other things) of the loan assets without the lender’s prior consent.

At March 31, 2021, we had three collateralized loan obligations, TRTX 2021-FL4, TRTX 2019-FL3 and TRTX 2018-FL2, totaling $2.9 billion, financing 39 existing first mortgage loan investments totaling $3.2 billion, and holding $310.1 million of cash for investment in eligible loan collateral. Our CLOs provide low cost, non-mark-to-market, non-recourse financing for 74.3% of our loan portfolio borrowings. The collateralized loan obligations bear a weighted average interest rate of LIBOR plus 1.5%, have a weighted average advance rate of 82.6%, and include a reinvestment feature that allows us to contribute existing or newly originated loan investments in exchange for proceeds from loan repayments held in the collateralized loan obligations. At March 31, 2021, we had approximately $308.9 million in the FL4 Ramp-Up Account available to purchase eligible collateral interests during a ramp-up period of approximately six months following the FL4 Closing Date. See Note 6 to our Consolidated Financial Statements included in this Form 10-Q for details. The reinvestment period for TRTX 2018-FL2 ended on December 11, 2020. During the three months ended March 31, 2021, we did not utilize the reinvestment feature in TRTX 2019-FL3.

We are, through a special purpose entity subsidiary, a borrower under a $50.0 million mortgage loan secured by the Property. Refer to Note 4 to our Consolidated Financial Statements included in this Form 10-Q for additional information. The first mortgage loan was provided by an institutional lender, has an initial maturity date of December 15, 2021, and an option to extend the maturity for 12 months subject to the satisfaction of customary extension conditions, including (i) the purchase of a new interest rate cap for the extension term, (ii) replenishment of the interest reserve with an amount equal to 12 months of debt service, (iii) payment of a 0.25% extension fee on the outstanding principal balance, and (iv) no event of default. The first mortgage loan permits partial releases of collateral in exchange for payment of a minimum release price equal to the greater of 100% of net sales proceeds (after reasonable transaction expenses) or 115% of the allocated loan amount. The loan bears interest at a rate of LIBOR plus 4.50% subject to a LIBOR interest rate floor and cap of 0.50%. We posted cash of $2.4 million to pre-fund interest payments due under the note during its initial term. The remaining reserve balance at March 31,2021 was $2.0 million.

In certain instances, we create structural leverage through the co-origination or non-recourse syndication of a senior loan interest to a third party. In either case, the senior mortgage loan (i.e., the non-consolidated senior interest) is not included on our balance sheet. When we create structural leverage through the co-origination or non-recourse syndication of a senior loan interest to a third party, we retain on our balance sheet a mezzanine loan. As of March 31, 2021, the Company retained a mezzanine loan investment with a total commitment of $35.0 million, an unpaid principal balance of $33.5 million and an interest rate of LIBOR plus 10.3%.

The following table presents our non-consolidated senior interests outstanding as of March 31, 2021 (dollars in thousands):

Our financial covenants and guarantees for outstanding borrowings related to our secured credit agreements require Holdco to maintain compliance with the following financial covenants (among others), which were revised on May 28, 2020 as follows:

The amendments as of May 28, 2020 revised the definition of tangible net worth such that the baseline amount for testing was reset as of April 1, 2020 to $1.1 billion plus 75% of future equity issuances after April 1, 2020. The definition of equity for purposes of calculating the debt-to-equity covenant was revised to include: common equity; preferred equity; and an adjustment equal to the sum of the Current Expected Credit Loss reserve, write-downs, impairments or realized losses recorded against the value of any assets of Holdco or its subsidiaries from and after April 1, 2020; provided, however, that the equity adjustment may not exceed the amount of (a) Holdco’s total equity less (b) the product of Holdco’s total indebtedness multiplied by 25%.

For so long as the Series B Preferred Stock is outstanding, we are required to maintain a debt-to-equity ratio not greater than 3.0 to 1.0. For the purpose of determining this ratio, the aggregate liquidation preference of the outstanding shares of Series B Preferred Stock is excluded from the calculation of total indebtedness of the Company and its subsidiaries, and is included in the calculation of total equity.

We were in compliance with all financial covenants for our secured credit agreements and mortgage loan payable to the extent of outstanding balances as of March 31, 2021 and December 31, 2020, respectively, and were in compliance with the financial covenant relating to the Series B Preferred Stock as of March 31, 2021 and December 31, 2020.

If we fail to meet or satisfy any of the covenants in our financing arrangements and are unable to obtain a waiver or other suitable relief from the lenders, we would be in default under these agreements, which could result in a cross-default or cross-acceleration under other financing arrangements, and our lenders could elect to declare outstanding amounts due and payable (or such amounts may automatically become due and payable), terminate their commitments, require the posting of additional collateral and enforce their respective interests against existing collateral. A default also could significantly limit our financing alternatives, which could cause us to curtail our investment activities or dispose of assets when we otherwise would not choose to do so. Further, this could make it difficult for us to satisfy the requirements necessary to maintain our qualification as a REIT for U.S. federal income tax purposes. There can be no assurance that we will remain in compliance with these covenants in the future. For more information regarding the impact that COVID-19 may have on our ability to comply with these covenants, see risk factors set forth in our Form 10-K filed with the SEC on February 24, 2021.

The following table presents the Company’s Debt-to-Equity ratio and Total Leverage ratio as of March 31, 2021 and December 31, 2020:

(2)

Represents (i) total outstanding borrowings under financing arrangements, net, including collateralized loan obligations, secured credit agreements, and mortgage loan originated by us. In either case, the senior mortgage loan (i.e., the non-consolidated senior interest) is not included on our balance sheet. When we originate a loan in connection with the contemporaneous issuance or the non-recourse transfer of a non-consolidated senior interest, we retain on our balance sheet a mezzanine loan.

~~The following table details the subordinate interests retained on our balance sheet based on the total loan we financed through the use of~~payable, plus non-consolidated senior interests sold or co-originated ~~through September 30, 2017 (dollars in thousands):~~

Non-Consolidated Senior Interests

Count

Principal
Balance

Carrying
Value

Credit
Spread⁽¹⁾

Guarantee

Weighted
Average
Term to
Extended
Maturity⁽²⁾
Senior loans sold or co-originated

3

$
96,443

N/A

L+ 2.6%

N/A

10/7/2019
Retained mezzanine loans

3

44,689

44,409

L+ 11.4%

N/A

4/7/2020
Total loans

3

$
141,132

N/A

L+ 5.4%

N/A

12/4/2019

~~(1)~~

~~Our loan and the non-consolidated senior interest sold or co-originated are indexed to LIBOR.~~

~~(2)~~

~~Weighted average term to extended maturity assumes all extension options are exercised by the borrowers; provided, however, that our loans may be repaid prior to such date.~~

~~Floating Rate Portfolio~~

Our business model seeks to minimize our exposure to changing interest rates by match-indexing our assets using the same, or similar, benchmark indices, typically one-month USD LIBOR, as well as durations. Accordingly, rising interest rates will generally increase our net income, while declining interest rates will generally decrease our net income. As of September 30, 2017, 98.8% of our loans by unpaid principal balance earned a floating rate of interest and were financed with liabilities that require interest payments based on floating rates, which resulted in approximately $1.0 billion of net floating rate exposure that is positively correlated to rising interest rates, subject to the impact of interest rate floors on certain of our floating rate loans. As of September 30, 2017, the remaining

1.2% of our loans by unpaid principal balance earned a fixed rate of interest, but were financed with liabilities that require interest payments based on floating rates, which results in a negative correlation to rising interest rates to the extent of our amount of fixed rate financing. Due to the short remaining term to maturity of these fixed rate loans and the small percentage of our loan portfolio represented by these fixed rate loans, we have elected not to employ interest rate derivatives (interest rate swaps, caps, collars or swaptions) to limit our exposure to increases in interest rates on such liabilities, but we may do so in the future.

Our liabilities are generally index-matched to each collateral asset, resulting in a net exposure to movements in benchmark rates that vary based on the relative proportion of floating rate assets and liabilities. The following table details our portfolio’s net floating rate exposure as of September 30, 2017 (dollars in thousands):

Net Exposure

Floating rate assets⁽¹⁾

$
2,810,160

Floating rate debt⁽¹⁾⁽²⁾

(1,804,890
)
Net floating rate exposure

$
1,005,270

~~(1)~~

~~Our floating rate loans and related liabilities are indexed to one-month USD LIBOR. Therefore, the net exposure to the benchmark rate is in direct proportion to our assets also indexed to that rate.~~

~~(2)~~

~~Includes borrowings under secured revolving repurchase facilities and asset-specific financings.~~

~~Interest-Earning Assets and Interest-Bearing Liabilities~~

The following table presents the average balance of interest-earning assets and related interest-bearing liabilities, associated interest income and expense and financing costs and the corresponding weighted average yields for the nine months ended September 30, 2017 and 2016 (dollars in thousands):

Nine months ended September 30,

2017

2016

Average
Carrying
Value⁽¹⁾

Interest
Income/
Expense

Wtd. Avg.
Yield/
Financing
Cost⁽²⁾

Average
Carrying
Value⁽¹⁾

Interest
Income/
Expense

Wtd. Avg.
Yield/
Financing
Cost⁽²⁾

Core Interest-earning assets:

First mortgage loans

$
2,462,864

$
134,747

5.5
%

$
2,253,784

$
109,426

4.9
%
Retained mezzanine loans

59,571

5,137

8.6
%

31,332

2,143

6.8
%
CMBS

110,945

6,527

5.9
%

23,329

982

4.2
%
Core interest-earning assets

2,633,380

146,411

5.6
%

2,308,445

112,551

4.9
%

Interest-bearing liabilities:

Asset-specific financing

$
207,832

$
8,847

4.3
%

$
68,671

$
2,640

3.8
%
Repurchase & senior secured agreements

1,188,831

34,389

2.9
%

614,458

14,953

2.4
%
CLO

313,525

11,993

3.8
%

881,689

25,490

2.9
%
Subscription secured facility⁽³⁾

18,333

1,356

7.4
%

61,356

1,860

3.0
%
Total interest-bearing liabilities

$
1,728,521

$
56,585

3.3
%

$
1,626,174

$
44,943

2.8
%
Net interest income⁽⁴⁾

$
89,826

$
67,608

Other Interest-earning assets:

Cash equivalents

112,601

540

0.5
%

55,215

46

0.1
%
Accounts receivable from servicer/trustee

46,090

6

0.0
%

25,161

12

0.0
%
Total interest-earning assets

2,792,071

146,957

5.3
%

2,388,821

112,609

4.7
%

(1) Based on carrying value for loans, amortized cost for securities and carrying value for debt. Calculated as the month-end averages.

(2) Weighted average yield or financing cost calculated based on annualized interest income or expense divided by average carrying value.

(3) Weighted average yield for the period ended September 30, 2017 reflects significant borrowings that were repaid prior to March 31, 2017.

(4) Represents interest income on core interest-earning assets less interest expense on total interest-bearing liabilities.

~~Debt-to-Equity Ratio and Total Leverage Ratio~~

~~The following table presents our debt-to-equity ratio and total leverage ratio:~~

	~~September 30, 2017~~	~~December 31, 2016~~
~~Debt-to-equity ratio~~⁽¹⁾	~~1.44x~~	~~1.62x~~
~~Total leverage ratio~~⁽²⁾	~~1.55x~~	~~1.67x~~

~~(1)~~

~~Represents (i) total outstanding borrowings under secured debt agreements (collateralized loan obligation, net), secured financing/repurchase agreements (net) and notes payable (net)~~(if any), less cash, to (ii) total stockholders’ equity, at period end.

~~(2)~~

Represents (i) total outstanding borrowings under secured debt agreements (collateralized loan obligation, net), secured financing/repurchase agreements (net) and notes payable (net) plus non-consolidated senior interests sold or co-originated (if any), less cash, to (ii) total stockholders’ equity, at period end.

~~Our Results of Operations~~

~~Operating Results~~

~~The following table sets forth information regarding our consolidated results of operations (dollars in thousands, except per share data)~~

Floating Rate Portfolio

Our business model seeks to minimize our exposure to changing interest rates by match-indexing our assets using the same, or similar, benchmark indices, typically LIBOR. Accordingly, rising interest rates will generally increase our net interest income, while declining interest rates will generally decrease our net interest income, subject to the beneficial impact of LIBOR floors in our mortgage loan investment portfolio. As of March 31, 2021, 100.0% of our loans by unpaid principal balance earned a floating rate of interest and were financed with liabilities that require interest payments based on floating rates, which resulted in approximately $0.9 billion of net floating rate exposuresubject to the impact of interest rate floors on all our floating rate loans and 8.0% of our liabilities. We had no fixed rate loans outstanding as of March 31, 2021.

Our liabilities are generally index-matched to each loan investment asset, resulting in a net exposure to movements in benchmark rates that vary based on the relative proportion of floating rate assets and liabilities. The following table details our loan portfolio’s net floating rate exposure as of March 31, 2021 (dollars in thousands):

	Net Exposure
Floating rate assets⁽¹⁾	$	4,587,358
Floating rate debt⁽¹⁾⁽²⁾		(3,728,914	)
Net floating rate exposure	$	858,444

Three Months Ended
September 30,

2017 vs
2016

Nine Months Ended
September 30,

2017 vs
2016

2017

2016

$

2017

2016

$

INTEREST INCOME

Interest Income

$
46,734

$
40,419

$
6,315

$
146,411

$
112,551

$
33,860

Interest Expense

(19,150
)

(16,937
)

(2,213
)

(56,585
)

(44,943
)

(11,642
)
Net Interest Income

27,584

23,482

$
4,102

89,826

67,608

$
22,218

OTHER REVENUE

Other Income, net

669

15

654

1,036

326

710

Total Other Revenue

669

15

654

1,036

326

710

OTHER EXPENSES

Professional Fees

1,256

1,133

123

2,448

2,359

89

General and Administrative

1,003

387

616

2,192

1,833

359

Servicing and Asset Management Fees

720

1,232

(512
)

3,061

2,742

319

Management Fees

4,133

2,244

1,889

9,489

6,377

3,112

Collateral Management Fee

23

207

(184
)

225

700

(475
)
Incentive Management Fee

327

716

(389
)

3,713

2,790

923

Total Other Expenses

7,462

5,919

1,543

21,128

16,801

4,327

Income Before Income Taxes

20,791

17,578

3,213

69,734

51,133

18,601

Income Taxes

—

(136
)

136

(140
)

(326
)

186

Net Income

20,791

17,442

3,349

69,594

50,807

18,787

Preferred Stock Dividends

(4
)

(3
)

(1
)

(12
)

(11
)

(1
)
Net Income Attributable to Common Stockholders⁽¹⁾

20,787

17,439

3,348

69,582

50,796

18,786

Basic Earnings per Common Share⁽²⁾

$
0.35

$
0.43

$
(0.08
)

$
1.34

$
1.30

$
0.04

Diluted Earnings per Common Share⁽²⁾

$
0.35

$
0.43

$
(0.08
)

$
1.34

$
1.30

$
0.04

Dividends Declared per Common Share⁽²⁾

$
0.33

$
0.41

$
(0.08
)

$
1.02

$
1.18

$
(0.16
)
OTHER COMPREHENSIVE INCOME

Unrealized (Loss) Gain on Commercial Mortgage-Backed Securities

$
(2,558
)

$
1,542

$
(4,100
)

$
(1,270
)

$
2,579

$
(3,849
)
Comprehensive Income

$
18,233

$
18,984

$
(751
)

$
68,324

$
53,386

$
14,938

(1)	Floating rate mortgage loan assets and liabilities are indexed to LIBOR. The net exposure to the underlying benchmark interest rate is directly correlated to our assets indexed to the same rate.

(2)	Floating rate liabilities include secured credit facilities and collateralized loan obligations.

With the cessation of LIBOR expected to occur effective January 1, 2022, we continue to evaluate the documentation and control processes associated with our assets and liabilities to manage the transition away from LIBOR to an alternative rate endorsed by the Alternative Reference Rates Committee of the Federal Reserve System. Although recent statements from regulators indicate the possibility of a longer period of transition, perhaps through June 2023, we continue to utilize required resources to revise our control and risk management systems to ensure there is no disruption to our day-to-day operations from the transition, when it does occur. We will continue to employ prudent risk management as it relates to the potential financial, operational and legal risks associated with the expected cessation of LIBOR, and to ensure that our assets and liabilities generally remain match-indexed following this event.

Interest-Earning Assets and Interest-Bearing Liabilities

The following table presents the average balance of interest-earning assets and related interest-bearing liabilities, associated interest income and interest expense, and financing costs and the corresponding weighted average yields for the three months ended March 31, 2021 and December 31, 2020 (dollars in thousands):

~~(1)~~

~~Represents net income attributable to holders of our common stock and Class A common stock.~~

Three months ended,

March 31, 2021

December 31, 2020

Average
Amortized
Cost /
Carrying
Value⁽¹⁾

Interest
Income/
Expense

Wtd. Avg.
Yield/
Financing
Cost⁽²⁾

Average
Amortized
Cost /
Carrying
Value⁽¹⁾

Interest
Income/
Expense

Wtd. Avg.
Yield/
Financing
Cost⁽²⁾

Core Interest-earning assets:

First mortgage loans

$
4,509,896

$
57,067

5.1
%

$
4,556,855

$
60,643

5.3
%
Retained mezzanine loans

33,070

1,081

13.1
%

32,011

1,074

13.4
%
CRE debt securities

—

—

0.0
%

—

301

0.0
%
Core interest-earning assets

$
4,542,966

$
58,148

5.1
%

$
4,588,866

$
62,018

5.4
%

Interest-bearing liabilities:

Collateralized loan obligations

$
1,833,303

$
8,382

1.8
%

$
1,834,760

$
8,684

1.9
%
Secured credit
agreements

1,286,517

11,454

3.6
%

1,587,709

11,548

2.9
%
Mortgage loan payable

50,000

454

0.0
%

16,667

—

0.0
%
Asset-specific financings

—

—

0.0
%

51,039

1,233

9.7
%
Total interest-bearing liabilities

$
3,169,820

$
20,290

2.6
%

$
3,490,175

$
21,465

2.5
%
Net interest income⁽³⁾

$
37,858

$
40,553

Other Interest-earning assets:

Cash equivalents

$
281,831

$
7

0.0
%

$
307,638

$
10

0.0
%
Accounts receivable from
servicer/trustee

105,479

—

0.0
%

95,080

—

0.0
%
Total interest-earning assets

$
4,930,276

$
58,155

4.7
%

$
4,991,584

$
62,028

5.0
%

(1)	Based on carrying value for loans, amortized cost for CRE debt securities and carrying value for interest-bearing liabilities. Calculated balances as the month-end averages.

(2)	Weighted average yield or financing cost calculated based on annualized interest income or expense divided by calculated month-end average outstanding balance.

(3)	Represents interest income on core interest-earning assets less interest expense on total interest-bearing liabilities. Interest income on Other Interest-earning assets is included in Other Income, net on the consolidated statements of income (loss) and comprehensive income (loss).

~~(2)~~

Share and per share data reflect the impact of the common stock and Class A common stock dividend which was paid upon completion of the Company’s initial public offering on July 25, 2017 to holders of record as of July 3, 2017. See Note 12 to the Consolidated Financial Statements included in this Form 10-Q for details.

	Three Months Ended
	March 31, 2021							March 31, 2020
	Average Amortized Cost / Carrying Value⁽¹⁾		Interest Income/ Expense		Wtd. Avg. Yield/ Financing Cost⁽²⁾			Average Carrying Value⁽¹⁾		Interest Income/ Expense		Wtd. Avg. Yield/ Financing Cost⁽²⁾
Core Interest-earning assets:
First mortgage loans	$	4,509,896	$	57,067		5.1	%	$	5,077,118	$	73,417		5.8	%
Retained mezzanine loans		33,070		1,081		13.1	%		19,734		682		13.8	%
CRE debt securities⁽³⁾		—		—		0.0	%		788,988		7,650		3.9	%
Core interest-earning assets	$	4,542,966	$	58,148		5.1	%	$	5,885,840	$	81,749		5.6	%

Interest-bearing liabilities:
Collateralized loan obligations	$	1,833,303	$	8,382		1.8	%	$	1,820,061	$	14,922		3.3	%
Secured credit agreements		1,286,517		11,454		3.6	%		2,531,367		20,561		3.2	%
Mortgage loan payable		50,000		454		0.0	%		—		—		0.0	%
Asset-specific financings		—		—		0.0	%		77,000		1,436		7.5	%
Secured revolving credit agreement		—		—		0.0	%		145,637		1,538		4.2	%
Total interest-bearing liabilities	$	3,169,820	$	20,290		2.6	%	$	4,574,065	$	38,457		3.4	%
Net interest income⁽⁴⁾			$	37,858						$	43,292

Other Interest-earning assets:
Cash equivalents	$	281,831	$	7		0.0	%	$	105,263	$	304		1.2	%
Accounts receivable from servicer/trustee		105,479		—		0.0	%		13,066		24		0.7	%
Total interest-earning assets	$	4,930,276	$	58,155		4.7	%	$	6,004,169	$	82,077		5.5	%

(1)	Based on carrying value for loans, amortized cost for CRE debt securities and carrying value for interest-bearing liabilities. Calculated balances as the month-end averages.

~~Comparison of the Three and Nine Months Ended September 30, 2017 and 2016~~(2)

~~Net Interest Income~~

~~Net~~Weighted average yield or financing cost calculated based on annualized interest income increased $4.1 million and $22.2 million during the three and nine months ended September 30, 2017, compared to the three and nine months ended September 30, 2016, respectively. The increases were due primarily to portfolio growth, a higheror expense divided by calculated month-end average ~~LIBOR on the underlying loans, and the recognition of $2.7 million of discount accretion from~~outstanding balance.

(3)	Reflects the sale of ~~a CMBS investment~~the entire existing CRE Debt securities portfolio during ~~the three months ended September 30, 2017. The increase in~~March and April of 2020.

(4)

Represents interest income ~~was partially offset by an increase in~~on core interest-earning assets less interest expense ~~due to increased borrowings to fund portfolio growth~~on total interest-bearing liabilities. Interest income on Other Interest-earning assets is included in Other Income, net on the consolidated statements of income (loss) and ~~a higher average borrowing rate, due to an increase in LIBOR, during the current period as compared to the three and nine months ended September 30, 2016.~~comprehensive income (loss).

Our Results of Operations

Operating Results

The following table sets forth information regarding our consolidated results of operations (dollars in thousands, except per share data):

	Three Months Ended March 31,						Variance
	2021			2020			2021 vs 2020
INTEREST INCOME
Interest Income	$	58,148		$	81,749		$	(23,601	)
Interest Expense		(20,290	)		(38,457	)		18,167
Net Interest Income		37,858			43,292			(5,434	)
OTHER REVENUE
Other Income, net		96			328			(232	)
Total Other Revenue		96			328			(232	)
OTHER EXPENSES
Professional Fees		1,198			1,819			(621	)
General and Administrative		1,030			980			50
Stock Compensation Expense		1,456			1,401			55
Servicing and Asset Management Fees		328			276			52
Management Fee		5,094			5,000			94
Total Other Expenses		9,106			9,476			(370	)
Securities Impairments		—			(203,493	)		203,493
Credit Loss Benefit (Expense)		4,038			(63,348	)		67,386
Income (Loss) Before Income Taxes		32,886			(232,697	)		265,583
Income Tax Expense, net		(931	)		(93	)		(838	)
Net Income (Loss)		31,955			(232,790	)		264,745
Series A Preferred Stock Dividends		(4	)		(3	)		(1	)
Series B Cumulative Redeemable Preferred Stock Dividends		(6,120	)		—			(6,120	)
Net Income (Loss) Attributable to TPG RE Finance Trust, Inc.	$	25,831		$	(232,793	)		258,624
Earnings (Loss) per Common Share, Basic	$	0.32		$	(3.05	)		3.37
Earnings (Loss) per Common Share, Diluted	$	0.30		$	(3.05	)		3.35
Dividends Declared per Common Share	$	0.20		$	0.43			(0.23	)
OTHER COMPREHENSIVE INCOME (LOSS)
Unrealized Gain (Loss) on CRE Debt Securities	$	—		$	(974	)	$	974
Comprehensive Net Income (Loss)	$	31,955		$	(233,764	)	$	265,719

Comparison of the Three Months Ended March 31, 2021 and March 31, 2020

Net Interest Income

Net interest income decreased to $37.9 million, during the three months ended March 31, 2021 compared to $43.3 million for the three months ended March 31, 2020. The decrease was primarily due to the decrease in interest earning assets of $1.1 billion driven by the sale of the entire CRE debt securities portfolio in the second quarter of 2020, decrease in average LIBOR from 1.4% in the first quarter of 2020 to 0.11% in the first quarter of 2021, offset by the benefit of LIBOR floors with a weighted average strike price of 1.64%.

Other Revenue

Other revenue is comprised of ~~net gain/loss on the sale of certain loans and CMBS investments,~~ interest income earned on certain cash collection accounts, net operating income from REO held for investment and miscellaneous fee income. Other revenue ~~increased~~decreased by ~~$0.7~~$0.2 million during the three ~~and nine~~ months ended ~~September 30, 2017,~~March 31, 2021 compared to the three ~~and nine~~ months ended ~~September 30, 2016. The changes in other revenue were partially~~March 31, 2020, primarily due to ~~higher cash balances during~~lower overnight interest earned for the three ~~and nine~~ months ended September 30, 2017. Additionally, we recognized a gain on sale related to our CMBS investments of $0.3 million and a $0.1 million increase in miscellaneous fee income during the three and nine months ended September 30, 2017,March 31, 2021 compared to the three ~~and nine~~ months ended ~~September 30, 2016.~~March 31, 2020.

Other Expenses

Other expenses are comprised of professional fees, general and administrative expenses, servicing and asset management fees, management fees payable to our Manager, and collateral management fees. Due primarily to increased operating costs as a public company and increased fees payable to our Manager as a result of our initial public offering and the calculation of such fees in our new Management Agreement, we expect these expenses to continue to increase following the completion of our initial public offering. We expect our general and administrative expenses to continue to increase following our initial public offering as a result of investor relations, SEC reporting costs, increased accounting fees, NYSE registration costs, regulatory compliance, and other items required of a public company.

~~Other expenses increased by $1.5 million and $4.3~~decreased $0.4 million for the three ~~and nine~~ months ended ~~September 30, 2017~~March 31, 2021 compared to the three ~~and nine~~ months ended ~~September 30, 2016. The increase~~March 31, 2020, mainly due to a decrease of $0.6 million in ~~other expenses~~professional fees (legal, accounting and advisory fees) incurred in connection with our response to COVID-19 during the three months ended March 31, 2020.

Credit Loss

Credit loss expense decreased by $67.4 million for the three ~~and nine~~ months ended ~~September 30, 2017, was~~March 31, 2021 compared to the three months ended March 31, 2020, primarily due to ana net increase in ~~management fees~~credit loss expense of $63.3 million due to ~~growth~~changes in economic outlook resulting from the ~~Company’s quarterly~~impact of the COVID-19 pandemic.

Securities Impairments

We had no securities impairment expense for the three months ended March 31, 2021 compared to $203.5 million for the three months ended March 31, 2020. Securities impairment expense for the three months ended March 31, 2020 was due to losses on sales of CRE debt securities of $36.2 million, and an impairment charge of $167.3 million in connection with CRE debt securities owned at March 31, 2020 (which combined aggregate $203.5 million).

Dividends Declared Per Common Share

During the three months ended March 31, 2021, we declared cash dividends of $0.20 per common ~~stockholder’s equity base and additional general and administrative expenses as~~share, or $15.5 million. During the three months ended March 31, 2020, we declared cash dividends of $0.43 per common share, or $33.2 million.

Unrealized Gain (Loss) on CRE Debt Securities

Other comprehensive income (loss) decreased $1.0 million during the three months ended March 31, 2021 compared to the ~~same periods~~three months ended March 31, 2020. The decrease is primarily related to the reversal of unrealized gains upon the sale of certain CRE debt securities.

Income Tax Expense

Income tax expense increased $0.8 million during the three months ended March 31, 2021 compared to the three months ended March 31, 2020 primarily due to the excess inclusion income (“EII”) generated by certain of Sub-REIT‘s CLOs due to unusually low LIBOR rates beginning in March 2020 coupled with the ~~prior year.~~

benefit of LIBOR floors relating to the various loans and participation interests pledged to Sub-REIT’s CLOs. Pursuant to the Parent LLC operating agreement, any EII allocated from Sub-REIT to Parent LLC is allocated further to the TRSs. Consequently, no EII is allocated to us and, as a result, our shareholders will not be allocated any EII or unrelated business taxable income by us. See Note 10 to our Consolidated Financial Statements included in this Form 10-Q for ~~details regarding our Management Agreement and the revisions made in connection with the initial public offering.~~

~~Incentive Compensation~~

The incentive compensation earned by our Manager decreased by $0.4 million and increased by $0.9 million for the three and nine months ended September 30, 2017, respectively, compared to the three and nine months ended September 30, 2016. The changes in incentive compensation to our Manager were primarily a result of the Management Agreement revisions during the three months ended September 30, 2017 in connection with the completion of our initial public offering.

The increase of $0.9 million for the nine months ended September 30, 2017 compared to September 30, 2016 were a result of Core Earnings growth and an increase to the Company’s quarterly common stockholder’s equity base.

~~See Note 10 to our Consolidated Financial Statements included in this Form 10-Q for details regarding our Management agreement and the revisions made in connection with the initial public offering.~~

~~Dividends Declared Per Share~~

For the three months ended September 30, 2017, we declared dividends of $0.33 per share, or $20.1 million. On September 29, 2016, we declared a dividend associated with the third quarter of 2016 in the amount of $0.41 per share of common stock and Class A common stock, or $17.0 million in the aggregate, which was paid on October 26, 2016.

~~During the nine months ended September 30, 2017 and 2016, we declared dividends of $1.02 per share, or $61.9 million, and $1.18 per share, or $48.5 million, respectively.~~

~~Unrealized (Loss) Gain on CMBS~~

Other comprehensive (loss) income decreased $4.1 million and $3.8 million during the three and nine months ended September 30, 2017, respectively, compared to the three and nine months ended September 30, 2016. The decrease is primarily related to the sale of a CMBS investment during the three and nine months ended September 30, 2017 and changes in the composition of our CMBS investments from repayment and investment activities during the comparable periods in 2016.additional details.

Liquidity and Capital Resources

Capitalization

We have capitalized our business to date through, among other things, the issuance and sale of shares of our common stock, issuance of preferred stock treated as temporary equity, issuance of common stock warrants, borrowings under ~~notes payable, repurchase~~secured credit agreements, ~~a private~~ collateralized loan ~~obligation,~~obligations, mortgage loan payable, asset-specific financings, and ~~a subscription secured credit facility.~~non-consolidated senior interests. As of ~~September 30, 2017,~~March 31, 2021, we had ~~61,004,768~~outstanding 76.9 million shares of our common stock ~~and Class A common stock outstanding~~ representing ~~$1.2~~$1.3 billion of stockholders’ equity, $225.0 million of temporary equity and ~~$1.8~~$3.8 billion of outstanding borrowings used to finance our operations.

See Notes 56 and 67 to our Consolidated Financial Statements included in this Form 10-Q for additional details regarding our borrowings under ~~notes payable, repurchase~~secured credit agreements, ~~a private~~ collateralized loan ~~obligation,~~obligations, and ~~a subscription secured credit facility.~~mortgage loan payable.

Sources of Liquidity

Our primary sources of liquidity include cash and cash equivalents, ~~accounts receivable from our servicer from loan repayments of our net loans held for investment,~~ available borrowings under ~~notes payable, repurchase agreements, a senior~~ secured credit ~~facility, a private~~agreements and capacity in our collateralized loan ~~obligation, and a subscription secured facility,~~obligations available for reinvestment, which are set forth in the following table (dollars in thousands):

September 30, 2017

December 31, 2016

Cash and cash equivalents

$
64,801

$
103,126

Secured revolving repurchase facilities (undrawn capacity)

146,986

1,044

Senior secured credit facility

—

—

Collateralized loan obligation financing (additional note
purchase obligation)

—

39,193

Asset-specific financing

134,423

137,984

Revolving credit facility-capital commitments

—

109,142

Total

$
346,210

$
390,489

	March 31, 2021		December 31, 2020
Cash and cash equivalents	$	301,607	$	319,669
Secured credit facilities		21,169		22,766
Collateralized Loan Obligation Proceeds Held at Trustee⁽¹⁾		310,070		121
Total	$	632,846	$	342,556

(1)	Comprised mainly of FL4 Ramp-Up Account as described in Note 6 to our Consolidated Financial Statements included in this Form 10-Q.

Our existing loan portfolio ~~also~~ provides us with liquidity as loans are repaid or sold, in whole or in part, of which some proceeds may be included in accounts receivable from our servicers until released and the proceeds from such repayments become available for us to reinvest. Due to severe dislocation in the capital markets caused by the COVID-19 pandemic, the volume of loan repayments declined in comparison to prior years. For the three months ended March 31, 2021, loan repayments representing partial repayments on four loans, measured by principal amount repaid, totaled $5.3 million. Loan repayments, measured by principal amount repaid, were $300.6 million for the three months ended March 31, 2020.

At March 31, 2021, we had approximately $308.9 million in the FL4 Ramp-Up Account available to purchase eligible collateral interests during a ramp-up period of approximately six months following the FL4 Closing Date. See Note 6 to our Consolidated Financial Statements included in this Form 10-Q for details.

We continue to monitor the COVID-19 pandemic and its impact on our borrowers, their tenants, our lenders, and the economy as a whole. The magnitude and duration of the COVID-19 pandemic, and its impact on our operations and liquidity, are uncertain and continue to evolve in the United States and globally. Additional regional surges in infection rates due to COVID-19 variants, reversed re-openings, uncertainty regarding the effectiveness of vaccines approved for COVID-19, or high proportions of vaccine hesitancy in certain regions may have a material impact on our operations and liquidity.

Uses of Liquidity ~~Needs~~

In addition to our ongoing loan activity, our primary liquidity needs include interest and principal payments under our ~~$1.8~~$3.8 billion of outstanding borrowings under ~~notes~~secured credit agreements, collateralized loan obligations and mortgage loan payable, ~~and repurchase agreements,~~$401.7 million of unfunded loan commitments, dividend distributions to our preferred and common stockholders, and operating expenses.

Contractual Obligations and Commitments

Our contractual obligations and commitments as of ~~September 30, 2017~~March 31, 2021 were as follows (dollars in thousands):

��

Payment Timing

Total
Obligation

Less than
1 Year

1 to 3 Years

3 to 5 Years

More than
5 Years

Unfunded loan commitments⁽¹⁾

$
581,590

$
104,681

$
435,370

$
41,539

$
—

Secured debt agreements—principal⁽²⁾

1,804,890

1,110,511

694,379

—

—

Secured debt agreements—interest⁽²⁾

74,515

59,285

15,230

—

—

Total⁽³⁾

$
2,460,995

$
1,274,477

$
1,144,979

$
41,539

$
—

			Payment Timing
	Total Obligation		Less than 1 Year		1 to 3 Years		3 to 5 Years		More than 5 Years
Unfunded loan commitments⁽¹⁾	$	401,726	$	157,683	$	236,238	$	7,805	$	—
Collateralized loan obligations—principal⁽²⁾		2,868,047		48,566		1,454,545		1,364,936		—
Secured debt agreements—principal⁽³⁾		860,867		1,667		859,200		—		—
Collateralized loan obligations—interest⁽⁴⁾		131,223		46,596		73,927		10,700		—
Secured debt agreements—interest⁽⁴⁾		45,801		22,374		23,427		—		—
Dividends on Series B Preferred Stock⁽⁵⁾		85,140		24,930		49,860		10,350		—
Mortgage loan payable - principal		50,000		—		50,000		—		—
Mortgage loan payable - interest		4,333		2,534		1,799		—		—
Total	$	4,447,137	$	304,350	$	2,748,996	$	1,393,791	$	—

(1)	The allocation of our unfunded loan commitments is based on the earlier of the commitment expiration date and the loan maturity date.

(2)	Collateralized loan obligation liabilities are based on the fully extended maturity of mortgage loan collateral, considering the reinvestment window of our collateralized loan obligation.

~~(2)~~(3)

The allocation of ~~our~~ secured debt agreements is based on the extended maturity date for those credit facilities where extensions are at our option, subject to no default, or the current maturity date of ~~each individual borrowing under the respective agreement.~~ those facilities where extension options are subject to counterparty approval.

(4)

Amounts include the related future interest payment obligations, which are estimated by assuming the amounts outstanding under our secured debt agreements and collateralized loan obligations and the interest rates in effect as of ~~September 30, 2017~~March 31, 2021 will remain constant into the future. This is only an estimate, as actual amounts borrowed and rates will vary over time. Our floating rate loans and related liabilities are indexed to LIBOR.

~~(3)~~(5)

~~Total excludes~~Series B Preferred Stock dividends are computed at 11% per annum, with up to two percentage points payable in additional preferred stock at the ~~$135.5 million~~discretion of ~~non-consolidated senior interests sold or co-originated, as~~ the ~~satisfaction of these interests is not expected to require a cash outlay from us.~~issuer.

With respect to our debt obligations that are contractually ~~obligated to be paid in~~due within the next ~~few~~five years, we plan to employ several strategies to meet these obligations, including: (i) ~~applying repayments from underlying loans to satisfy the debt obligations which they secure;~~exercising maturity date extension options that exist in our current financing arrangements; (ii) negotiating extensions of terms with our providers of credit; (iii) periodically accessing the public and private equity and debt capital markets to raise cash to fund new ~~investments;~~investments or the repayment of indebtedness; (iv) ~~exploring~~ the issuance of aadditional structured finance ~~vehicle,~~vehicles, such as a ~~CLO,~~collateralized loan obligations similar to TRTX 2021-FL4, TRTX 2019-FL3 or TRTX 2018-FL2, as a method of financing; ~~and/or~~ (v) term loans with private lenders; (vi) selling ~~loan assets~~loans to generate cash to repay our debt ~~obligations.~~obligations; and/or (vii) applying repayments from underlying loans to satisfy the debt obligations which they secure. Although these avenues have been available to us in the past, we cannot offer any assurance that we will be able to access any or all of these alternatives as a result of the continuing market disruption caused by the COVID-19 pandemic.

We are required to pay our Manager a base management fee, an incentive fee, and reimbursements for certain expenses pursuant to our Management Agreement. The table above does not include the amounts payable to our Manager under our Management Agreement as they are not fixed and determinable. ~~Refer to~~No incentive fee was earned by our Manager during the three months ended March 31, 2021. See Note 1011 to our consolidated financial statements included in this Form 10-Q for additional terms and details of the fees payable under our Management Agreement.

As a REIT, we generally must distribute substantially all of our net taxable income to stockholders in the form of dividends to comply with the REIT provisions of the Internal Revenue ~~Code~~Code. In 2017, the Internal Revenue Service issued a revenue procedure permitting “publicly offered” REITs to make elective stock dividends (i.e. dividends paid in a mixture of ~~1986, as amended.~~ stock and cash), with at least 20% of the total distribution being paid in cash, to satisfy their REIT distribution requirements. Pursuant to this revenue procedure, we may elect to make future distributions of our taxable income in a mixture of stock and cash.

Our REIT taxable income does not necessarily equal our net income as calculated in accordance with GAAP or our ~~Core~~Distributable Earnings as described above. See Note 10 to our Consolidated Financial Statements included in this Form 10-Q for additional details.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Cash Flows

The following table provides a breakdown of the net change in our cash, ~~and~~ cash equivalents, and restricted cash balances for the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2021 and ~~2016~~2020 (dollars in thousands):

	Nine Months Ended September 30,						Three Months Ended March 31,
	2017			2016			2021			2020
Cash flows provided by operating activities	$	67,240		$	67,827		$	26,340		$	37,526
Cash flows used in investing activities		(401,540	)		(591,092	)		(62,343	)		(183,132	)
Cash flows provided by financing activities		295,975			497,601			18,754			170,472
Net decrease in cash and cash equivalents	$	(38,325	)	$	(25,664	)
Net change in cash, cash equivalents, and restricted cash							$	(17,249	)	$	24,866

~~We experienced a net decrease in cash of $38.3 million for~~Cash Flows from Operating Activities

During the ~~nine~~three months ended ~~September 30, 2017, compared to a net decrease of $25.7 million for the nine months ended September 30, 2016. During the nine months ended September 30, 2017,~~March 31, 2021, cash flows provided by operating activities totaled ~~$67.2~~$26.3 million primarily related ~~primarily~~ to net interest ~~income.~~ income, offset by operating expenses. During the ~~nine~~three months ended ~~September 30, 2017,~~March 31, 2020, cash flows provided by operating activities totaled $37.5 million primarily related to net interest income, offset by operating expenses.

Cash Flows from Investing Activities

During the three months ended March 31, 2021 cash flows used in investing activities totaled ~~$401.5~~$62.3 million primarily due to a new loan origination of $37.1 million and advances on loans of $29.6 million. Cash flows used in investing activities during the three months ended March 31, 2020 totaled $183.1 million due primarily to loan ~~originations.~~ originations and CRE debt securities purchases.

Cash Flows from Financing Activities

During the ~~nine~~three months ended ~~September 30, 2017,~~March 31, 2021, cash flows provided by financing activities totaled ~~$296.0~~$18.8 million primarily due to proceeds from the issuance of TRTX 2021-FL4 of $1.04 billion net of the FL4 Ramp-Up Account of $308.9 million (described in Note 6 to our Consolidated Financial Statements included in this Form 10-Q), offset by payments on secured financing agreements of $662.0 million, payment of dividends on our common stock and Series B Preferred Stock of $35.6 million and payments of deferred financing costs of $7.9 million. Cash flows provided by financing activities during the three months ended March 31, 2020 totaled $170.5 million due primarily to net secured financing proceeds relating to our lending activities of $191.0 million, and proceeds of $12.9 million from equity issuance via our at-the-market program.

The FL4 Ramp-Up Account represents cash held at the trustee and is included in Collateralized Loan Obligation Proceeds Held at Trustee on our consolidated balance sheets. The FL4 Ramp-Up Account is available to purchase eligible collateral interests during the six-month ramp-up period. The utilization of the FL4 Ramp-Up Account is expected to be a cash inflow in subsequent periods and is excluded from current period cash inflows.

During the three months ended March 31, 2020, we received margin call notices with respect to borrowings against our CRE CLO investment portfolio aggregating $170.9 million, which were satisfied with a combination of $89.8 million of cash, cash proceeds from ~~secured financing agreements~~bond sales, and ~~the completion~~increases in market values of ~~our initial public offering. We used the~~pledged collateral prior to quarter-end. At March 31, 2020, unpaid margin calls totaled $19.0 million, which were satisfied in April 2020 through cash proceeds from ~~our investing~~bond sales and financing activities, including cash provided by principal repayments and sales of loans and debt investments, to originate new loans and acquire CMBS investments of $1.2 billion during the nine months ended September 30, 2017.increases in market value.

Corporate Activities

~~Dividends~~Issuance of Series B Preferred Stock and Warrants to Purchase Common Stock

On ~~September 26, 2017,~~May 28, 2020, we entered into an Investment Agreement with the Purchaser, an affiliate of Starwood Capital Group Global II, L.P., under which we agreed to issue and sell to the Purchaser up to 13 million shares of the our 11.0% Series B Preferred Stock, par value $0.001 per share (plus any additional such shares paid as dividends pursuant to the Articles Supplementary, the “Series B Preferred Stock”), and Warrants to purchase, in the aggregate, up to 15 million shares (subject to adjustment) of our Common Stock, for an aggregate cash purchase price of up to $325.0 million. Such purchases were permitted to occur in up to three tranches. The Investment Agreement contains market standard provisions regarding board representation, voting agreements, rights to information, and a standstill agreement and registration rights agreement regarding common stock acquired via exercise of Warrants.

On May 28, 2020, the Purchaser acquired the first tranche of the Investment Agreement, consisting of 9.0 million shares of Series B Preferred Stock and Warrants to purchase up to 12.0 million shares of Common Stock, for an aggregate price of $225.0 million. We retained an option to sell to the Purchaser the second and third tranches on or prior to December 31, 2020, provided notice of intent to sell is delivered to the Purchaser not later than December 11, 2020. Each of the second and third tranches consisted of 2,000,000 shares of Series B Preferred Stock and Warrants to purchase up to 1,500,000 shares of Common Stock, for an aggregate purchase price of $50.0 million per tranche. We allowed the option to issue additional shares of Series B Preferred Stock to expire unused.

None of the Warrants were exercised as of March 31, 2021.

Offering of Common Stock

On March 7, 2019, we and our Manager entered into an equity distribution agreement with each of Citigroup Global Markets Inc., J.P. Morgan Securities LLC, JMP Securities LLC, Wells Fargo Securities, LLC and TPG Capital BD, LLC (each a “Sales Agent” and, collectively, the “Sales Agents”) relating to the issuance and sale of shares of our common stock pursuant to a continuous offering program. In accordance with the terms of the equity distribution agreement, we may, at our discretion and from time to time, offer and sell shares of our common stock having an aggregate gross sales price of up to $125.0 million through the Sales Agents, each acting as our agent. The offering of shares of our common stock pursuant to the equity distribution agreement will terminate upon the earlier of (1) the sale of shares of our common stock subject to the equity distribution agreement having an aggregate gross sales price of $125.0 million and (2) the termination of the equity distribution agreement by the Sales Agents or us at any time as set forth in the equity distribution agreement. At March 31, 2021, cumulative gross proceeds issued under the equity distribution agreement totaled $50.9 million, leaving $74.1 million available for future issuance subject to the direction of management, and market conditions.

Each Sales Agent will be entitled to commissions in an amount not to exceed 1.75% of the gross sales prices of shares of our common stock sold through it, as our agent. No shares of common stock were sold during the three months ended March 31, 2021. For the three months ended March 31, 2020, we sold 0.6 million shares of common stock pursuant to the equity distribution agreement at a weighted average price per share of $20.53, generating gross proceeds of $12.9 million. We paid commissions totaling $0.2 million.

Dividends

Upon the approval of our Board of Directors, we accrue dividends. Dividends are paid first to the holders of our Series A preferred stock at the rate of 12.5% of the total $0.001 million liquidation preference per annum plus all accumulated and unpaid dividends thereon, then to holders of our Series B Preferred Stock at the rate of 11.0% per annum of the $25.00 per share liquidation preference, and then to the holders of our common stock. We intend to distribute each year substantially all our taxable income to our stockholders to comply with the REIT provisions of the Internal Revenue Code of 1986, as amended. The Board of Directors will determine whether to pay future dividends, entirely in cash, or in a combination of stock and cash based on facts and circumstances at the time such decisions are made.

On March 15, 2021, our Board of Directors declared and approved a cash dividend for the ~~third~~first quarter of ~~2017,~~2021 in the amount of $0.20 per share of common stock, or $15.5 million in the aggregate, which was paid on April 23, 2021 to holders of record of ~~our common stock and Class A~~the Company’s common stock as of ~~October 6, 2017,~~March 26, 2021.

On March 15, 2021, our Board of Directors declared a cash dividend for the first quarter of 2021 in the amount of ~~$0.33~~$0.68 per share of ~~common stock and Class A common stock,~~Series B Preferred Stock, or ~~$20.1~~$6.1 million in the aggregate, which dividend was paid on ~~October 25, 2017.~~

~~Initial Public Offering~~March 31, 2021 to the holder of record of our Series B Preferred Stock as of March 15, 2021.

On ~~July 25, 2017, we completed~~March 17, 2020, our ~~initial public offering in which we sold 11,000,000 shares~~Board of ~~our common stock at an initial public offering price~~Directors declared a dividend for the first quarter of ~~$20.00 per share. The shares offered and sold~~2020 in the initial public offering were registered under the Securities Act pursuant to our Registration Statement on Form S-11 (File No. 333-217446), which was declared effective by the SEC on July 19, 2017. The aggregate offering price for the shares registered and sold by us was approximately $220 million. The underwritersamount of the offering were Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, Wells Fargo Securities, LLC, Deutsche Bank Securities Inc., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, Barclays Capital Inc., TPG Capital BD, LLC and JMP Securities LLC.

The initial public offering generated $200.1 million in net proceeds, after deducting underwriting discounts of $13.2 million and estimated offering expenses payable by us of $6.7 million. On August 17, 2017, the underwriters of the Company’s initial public offering partially exercised their option to purchase up to an additional 1,650,000 shares of common stock. On August 22, 2017, the Company issued and sold, and the underwriters purchased, 650,000 shares$0.43 per share of common stock, ~~for net proceeds of $12.2~~or $33.2 million ~~after deducting underwriting discounts of $0.8 million. TPG Capital BD, LLC, an underwriter~~ in the offering, is an affiliate and received underwriting discounts of approximately $0.6 million. No other offering expenses were paid directly or indirectly to any of our directors or officers (or their associates), persons owning 10 percent or more of our common stock or any other affiliates.

~~We used the net proceeds from the offering to originate commercial mortgage loans consistent with our investment strategy and investment guidelines.~~

~~Articles of Amendment and Restatement~~

On July 19, 2017, we filed Articles of Amendment and Restatement with the State Department of Assessments and Taxation of Maryland. The Articles of Amendment and Restatement increased our authorized common stock to 300,000,000 shares of common stock and 2,500,000 shares of Class A common stock with $0.001 par value per share. Additionally, the Articles of Amendment and Restatement increased our authorized preferred stock to 100,000,000 shares of preferred stock with a $0.001 par value per share.

~~Stock Dividend~~

On July 3, 2017, we declared a stock dividend that resulted in the issuance of 9,224,268 shares of our common stock and 230,815 shares of our Class A common stock upon the completion of our initial public offering. The stock dividendaggregate, which was ~~paid~~payable on ~~July 25, 2017~~April 24, 2020 to holders of record of our common stock ~~and Class A common stock~~ as of March 27, 2020. On March 23, 2020, the Company announced the deferral until July ~~3, 2017.~~

~~Termination of Pre-IPO Capital Commitments~~

~~In connection with the completion of our initial public offering, all~~14, 2020 of the ~~obligations~~payment of ~~certain~~its declared first quarter dividend to stockholders of record as of June 15, 2020. This dividend was paid on July 14, 2020.

As of March 31, 2021 and December 31, 2020, $15.5 million and $29.5 million, respectively, remain unpaid and are reflected in dividends payable on our ~~pre-IPO stockholders to purchase additional shares of our common stock and Class A common stock using the undrawn portion of their capital commitments was terminated.~~

~~Termination of Stockholders Agreement~~

~~Upon the completion of our initial public offering, the stockholders agreement between us and certain of our pre-IPO stockholders terminated in accordance with its terms.~~

~~Off-Balance Sheet Arrangements~~

~~We have no off-balance sheet arrangements.~~consolidated balance sheets.

Critical Accounting Policies

The preparation of our consolidated financial statements in accordance with GAAP requires our management to make estimates and judgments that affect the reported amounts of assets and liabilities, interest income and other revenue recognition, allowance for loan losses, expense recognition, tax liability, future impairment of our investments, valuation of our investment portfolio and disclosure of contingent assets and liabilities, among other items. Our management bases these estimates and judgments about current, and for some estimates, future economic and market conditions and their effects on available information, historical experience and other assumptions that we believe are reasonable under the circumstances. However, these estimates, judgments and assumptions are often subjective and may be impacted negatively based on changing circumstances or changes in our analyses.

If conditions change from those expected, it is possible that our judgments, estimates and assumptions ~~described below~~ could change, which may result in a change in our interest income and other revenue recognition, allowance for loan losses, expense recognition, tax liability, future impairment of our investments, and valuation of our investment portfolio, among other effects. If actual amounts are ultimately different from those estimated, judged or assumed, revisions are included in the consolidated financial statements in the period in which the actual amounts become known. We believe our critical accounting policies could potentially produce materially different results if we were to change underlying estimates, judgments or assumptions.

For a discussion of our critical accounting policies, see Note 2 to our Consolidated Financial Statements included in this Form 10-Q.

Recent Accounting Pronouncements

For a discussion of recently issued accounting pronouncements, see Note 2 to our Consolidated Financial Statements included in this Form 10-Q.

Subsequent Events

The following events occurred subsequent to ~~quarter end:~~March 31, 2021:

•

We closed one first mortgage loan with a total loan commitment amount of $47.0 million and initial funding of $45.9 million. This loan was financed in TRTX 2021-FL4, and together with the contribution in April 2021 of a $37.5 million loan, we have utilized $83.4 million of the FL4 Ramp-Up Account.

•

We are in the process of closing seven first mortgage loans with a total loan commitment amount of $588.7 million and initial fundings of $464.5 million. The majority of these loans, measured by commitment amount, are expected to be financed in TRTX 2021-FL4.

~~Cash Dividend~~

~~On October 25, 2017, the Company paid a cash dividend on its common stock, to stockholders of record as of October 6, 2017, of $0.33 per share, or $20.1 million.~~

~~10b5-1 Purchase Plan~~

From September 30, 2017 through November 3, 2017, the Company has repurchased 0.2 million shares of common stock under the Company’s 10b5-1 Purchase Plan, at an average price of $19.60, for total consideration (including commissions and related fees) of $3.4 million.

~~Senior Mortgage Loan Originations~~

From September 30, 2017 through November 6, 2017, we originated three first mortgage loans, representing loans closed and in the process of closing, totaling $294 million. These loans were funded, or will be funded upon closing, with a combination of cash-on-hand and borrowings.

Loan Portfolio Details

The following table provides details with respect to our loan investment portfolio ~~excluding our investments in CMBS,~~ on a loan-by-loan basis as of ~~September 30, 2017~~March 31, 2021 (dollars in millions, except loan per square foot/unit):

Loan #	Loan #	Form of Investment	Origination / Acquisition Date⁽²⁾	Total Loan		Principal Balance		Carrying Value⁽³⁾		Credit Spread⁽⁴⁾	All-in Yield⁽⁵⁾	Fixed / Floating	Extended Maturity⁽⁶⁾	City, State	Property Type	Loan Type	Loan Per SQFT / Unit	LTV⁽⁷⁾				Risk Rating⁽⁸⁾		Form of Investment		Origination / Acquisition Date⁽²⁾	Total Loan		Principal Balance		Amortized Cost⁽³⁾		Credit Spread⁽⁴⁾			All-in Yield⁽⁵⁾	Fixed / Floating	Extended Maturity⁽⁶⁾	City, State	Property Type	Loan Type	Loan Per SQFT / Unit	LTV⁽⁷⁾				Risk Rating⁽⁸⁾
First Mortgage Loans⁽¹⁾	First Mortgage Loans⁽¹⁾
	1	Senior Loan	04/28/17	$	188.0	$	142.0	$	140.5	L +4.1%	L +4.4%	Floating	10/9/21	Nashville, TN	Mixed Use	Bridge	$292 Sq ft		60.7	%	⁽¹⁰⁾		3
	2	Senior Loan	09/29/17		173.3		143.8		142.0	L +4.3%	L +4.6%	Floating	10/9/22	Philadelphia, PA	Office	Moderate Transitional	$213 Sq ft		72.2	%			3
	3	Senior Loan	12/16/16		164.0		122.5		121.3	L +4.5%	L +4.7%	Floating	1/9/22	Atlanta, GA	Retail	Bridge	$461 Sq ft		47.7	%			3
	4	Senior Loan	08/23/16		132.0		51.7		50.9	L +7.5%	L +7.9%	Floating	8/23/21	Fort Lauderdale, FL	Condominium	Construction	$280 Sq ft		19.8	%			2
	5	Senior Loan	08/10/17		125.9		101.4		100.4	L +4.8%	L +5.0%	Floating	9/9/22	Cliffside, NJ	Multifamily	Bridge	$400,828 Unit		56.8	%			3
	6	Senior Loan	08/22/17		121.6		96.9		96.2	L +4.4%	L +4.7%	Floating	7/26/22	Houston, TX	Multifamily	Bridge	$425,245 Unit		62.5	%			3
	7	Senior Loan	09/25/15		108.0		76.3		75.7	L +7.0%	L +7.3%	Floating	9/25/19	Miami, FL	Condominium	Construction	$253 Sq ft		84.7	%			2
	8	Senior Loan	07/21/17		106.6		90.0		89.0	L +4.5%	L +4.8%	Floating	8/9/24	Pittsburgh, PA	Multifamily	Bridge	$296,042 Unit		59.4	%			3
	9	Senior Loan	08/31/15		98.0		72.5		72.3	L +6.0%	L +6.2%	Floating	8/31/19	Dallas, TX	Condominium	Construction	$301 Sq ft		5.4	%			2
	10	Senior Loan	10/16/15		96.4		89.0		88.7	L +4.8%	L +5.0%	Floating	10/16/20	San Diego, CA	Office	Moderate Transitional	$310 Sq ft		73.1	%			3
	11	Senior Loan	07/24/17		93.5		85.2		84.4	L +3.3%	L +3.5%	Floating	8/9/22	Phoenix, AZ	Mixed Use	Bridge	$148 Sq ft		64.0	%			2
	12	Senior Loan	02/13/17		90.5		66.5		65.8	L +4.8%	L +5.0%	Floating	2/13/22	Torrance, CA	Office	Moderate Transitional	$254 Sq ft		64.4	%			3
	13	Senior Loan	10/14/15		90.0		85.7		85.4	L +3.9%	L +4.2%	Floating	10/14/20	Brooklyn, NY	Mixed Use	Light Transitional	$359 Sq ft		58.2	%			2
	14	Senior Loan	09/29/17		89.5		67.0		66.1	L +3.9%	L +4.2%	Floating	10/9/22	Dallas, TX	Office	Light Transitional	$106 Sq ft		50.7	%			2
	15	Senior Loan	06/13/17		84.4		81.1		80.6	L +3.8%	L +4.0%	Floating	7/9/22	Jersey City, NJ	Multifamily	Bridge	$148,330 Unit		81.0	%			3
	16	Senior Loan	03/16/16		84.2		59.3		58.9	L +4.8%	L +5.0%	Floating	3/16/21	Herndon, VA	Office	Light Transitional	$138 Sq ft		61.1	%			3
	17	Senior Loan	02/01/17		82.3		72.3		71.6	L +4.7%	L +5.0%	Floating	2/9/22	St. Pete Beach, FL	Hotel	Light Transitional	$215,314 Unit		60.7	%			3
	18	Senior Loan	06/29/15		76.4		44.0		43.8	L +6.8%	L +7.3%	Floating	6/29/19	Miami, FL	Condominium	Construction	$257 Sq ft		34.7	%			2
	19	Senior Loan	05/22/15		75.0		43.7		43.6	L +8.5%	L +8.8%	Floating	5/22/19	Aspen, CO	Condominium	Construction	$1,090 Sq ft		8.1	%			2
	20	Senior Loan	02/19/15		74.2		75.6		75.5	L +7.5%	L +7.8%	Floating	12/23/18	Brooklyn, NY	Hotel	Construction	$297,992 Unit		68.2	%			3
	21	Senior Loan	05/25/16		67.0		67.0		66.3	L +3.7%	L +4.4%	Floating	9/9/20	Manhattan, NY	Hotel	Bridge	$167,920 Unit		55.8	%			3
	22	Senior Loan	05/25/16		65.0		65.0		63.8	L +2.3%	L +3.7%	Floating	8/9/19	Sacramento, CA	Office	Bridge	$170 Sq ft		55.7	%			2
	23	Senior Loan	09/20/17		64.9		52.8		52.2	L +4.3%	L +4.6%	Floating	10/9/22	Glenview, IL	Multifamily	Light Transitional	$153,428 Unit		70.5	%			3
	24	Senior Loan	03/01/16		64.2		49.4		49.1	L +4.9%	L +5.1%	Floating	3/1/21	Long Island City, NY	Office	Moderate Transitional	$289 Sq ft		54.1	%			2
	25	Senior Loan	03/01/16		61.2		41.4		41.2	L +5.1%	L +5.3%	Floating	3/1/21	Long Island City, NY	Office	Moderate Transitional	$474 Sq ft		67.9	%			3
	26	Senior Loan	02/19/15		60.8		60.8		60.7	L +5.9%	L +6.1%	Floating	6/9/20	Pacific Palisades, CA	Condominium	Construction	$456 Sq ft		60.5	%			3
	27	Senior Loan	06/14/17		60.0		60.0		59.5	L +3.9%	L +4.3%	Floating	7/9/20	Newark, NJ	Mixed Use	Bridge	$255 Sq ft		62.2	%			2
	28	Senior Loan	04/20/16		54.5		52.4		52.2	L +2.8%	L +3.0%	Floating	4/20/21	Minneapolis, MN	Multifamily	Bridge	$153,881 Unit		42.6	%			2
	29	Senior Loan	12/29/14		49.6		47.4		47.4	L +5.3%	L +4.0%	Floating	3/14/19	Manhattan, NY	Condominium	Construction	$1,305 Sq ft		19.9	%			3
	30	Senior Loan	05/11/15		49.1		46.7		46.7	L +5.3%	L +5.4%	Floating	12/3/20	San Francisco, CA	Hotel	Light Transitional	$192,112 Unit		76.8	%			3
	31	Senior Loan	05/25/16		49.0		49.0		48.8	L +2.8%	L +3.4%	Floating	2/9/20	Various, Multiple	Hotel	Light Transitional	$64,644 Unit		61.4	%			2
	32	Senior Loan	09/13/16		48.5		46.0		45.7	L +4.3%	L +4.5%	Floating	9/13/21	Calistoga, CA	Hotel	Bridge	$544,944 Unit		51.4	%			2
	33	Senior Loan	08/20/15		45.9		45.9		45.5	L +4.7%	L +4.9%	Floating	8/20/20	Manhattan, NY	Condominium	Bridge	$546 Sq ft		70.1	%			2
	34	Senior Loan	01/22/16		45.0		39.0		38.8	L +4.3%	L +4.5%	Floating	1/22/21	New York, NY	Office	Light Transitional	$334 Sq ft		71.0	%			3
	35	Senior Loan	03/21/17		45.0		45.0		44.6	L +5.3%	L +5.5%	Floating	4/9/22	Chicago, IL	Hotel	Bridge	$172,414 Unit		60.2	%			3
	36	Senior Loan	04/09/16		39.2		39.2		39.2	L +5.4%	L +6.3%	Floating	3/9/19	Norfolk, VA	Multifamily	Bridge	$174,222 Unit		86.1	%			2
	37	Senior Loan	12/29/14		37.3		37.3		37.3	L +6.3%	L +6.1%	Floating	12/6/17	Chicago, IL	Hotel	Bridge	$141,265 Unit		68.4	%	⁽¹¹⁾		3
	38	Senior Loan	09/01/15		37.0		37.0		36.9	L +4.6%	L +4.9%	Floating	9/1/20	Santa Barbara, CA	Hotel	Bridge	$234,177 Unit		67.3	%			3
	39	Senior Loan	02/18/16		36.5		36.5		36.3	L +4.0%	L +4.3%	Floating	2/18/21	Long Island City, NY	Industrial	Bridge	$133 Sq ft		75.6	%			2
	40	Senior Loan	12/29/14		32.9		32.9		33.0	6.1%	5.1%	Fixed	1/11/18	Charlotte, NC	Hotel	Bridge	$231,339 Unit		78.8	%			2
1																								Senior Loan		8/21/2019		300.8		287.5		287.0		L+ 1.6	%	L +1.8%	Floating	9/9/2024	New York, NY	Office	Light Transitional	$594 Sq ft		65.2	%	⁽¹²⁾	3
2																								Senior Loan		8/7/2018		223.0		172.4		171.6		L+ 3.4	%	L +3.6%	Floating	8/9/2024	Atlanta, GA	Office	Light Transitional	$214 Sq ft		61.4	%		3
3																								Senior Loan		12/19/2018		210.0		185.3		185.3		L+ 3.6	%	L +4.0%	Floating	1/9/2024	Detroit, MI	Office	Moderate Transitional	$217 Sq ft		59.8	%		3
4																								Senior Loan		12/21/2018		206.5		204.4		204.4		L+ 2.9	%	L +3.2%	Floating	1/9/2024	Various, FL	Multifamily	Light Transitional	$181,299 Unit		76.6	%		2
5																								Senior Loan	⁽¹¹⁾	9/18/2019		200.0		181.5		181.0		L+ 2.9	%	L +3.2%	Floating	9/9/2024	New York, NY	Office	Moderate Transitional	$904 Sq ft		65.2	%		3
6																								Senior Loan		11/26/2019		190.1		174.5		174.2		L+ 3.0	%	L +3.2%	Floating	12/9/2024	San Diego, CA	Office	Light Transitional	$248 Sq ft		51.9	%		3
7																								Senior Loan		6/28/2018		190.0		185.8		185.8		L+ 2.7	%	L +3.0%	Floating	7/9/2023	Philadelphia, PA	Office	Bridge	$177 Sq ft		73.6	%		3
8																								Senior Loan		9/29/2017		173.3		167.2		167.2		L+ 4.3	%	L +4.7%	Floating	10/9/2022	Philadelphia, PA	Office	Moderate Transitional	$213 Sq ft		72.2	%		3
9																								Senior Loan		10/12/2017		165.0		165.0		165.0		L+ 3.8	%	L +4.0%	Floating	11/9/2022	Charlotte, NC	Hotel	Bridge	$235,714 Unit		65.5	%		4
10																								Senior Loan		2/14/2018		165.0		161.5		161.5		L+ 3.8	%	L +4.0%	Floating	3/9/2023	Various, NJ	Multifamily	Bridge	$132,850 Unit		78.4	%		3
11																								Senior Loan		9/28/2018		160.0		156.0		156.0		L+ 2.8	%	L +3.0%	Floating	10/9/2023	Houston, TX	Mixed-Use	Light Transitional	$299 Sq ft		61.9	%		3
12																								Senior Loan		5/15/2019		143.0		131.1		131.1		L+ 2.6	%	L +2.9%	Floating	5/9/2024	New York, NY	Mixed-Use	Moderate Transitional	$1,741 Sq ft		61.0	%		3
13																								Senior Loan		11/26/2019		113.0		113.7		113.7		L+ 3.0	%	L +3.3%	Floating	12/9/2024	Burbank, CA	Hotel	Bridge	$231,557 Unit		70.4	%		4
14																								Senior Loan		12/20/2018		105.9		98.4		98.4		L+ 3.3	%	L +3.4%	Floating	1/9/2024	Torrance, CA	Mixed-Use	Moderate Transitional	$254 Sq ft		61.1	%		3
15																								Senior Loan		12/18/2019		101.0		81.9		81.8		L+ 2.6	%	L +2.8%	Floating	1/9/2025	Arlington, VA	Office	Light Transitional	$319 Sq ft		71.1	%		3
16																								Senior Loan		1/27/2020		94.0		43.1		42.6		L+ 3.3	%	L +3.6%	Floating	2/9/2025	Washington, DC	Office	Moderate Transitional	$339 Sq ft		61.6	%		3
17																								Senior Loan		8/28/2019		90.0		68.5		68.0		L+ 3.1	%	L +3.3%	Floating	9/9/2024	San Diego, CA	Office	Moderate Transitional	$382 Sq ft		67.7	%		3
18																								Senior Loan		9/29/2017		89.5		88.2		88.2		L+ 3.9	%	L +4.2%	Floating	10/9/2022	Dallas, TX	Office	Moderate Transitional	$106 Sq ft		50.7	%		3
19																								Senior Loan		9/25/2020		88.9		78.5		78.5		L+ 3.0	%	L +3.1%	Floating	4/9/2025	Brooklyn, NY	Office	Light Transitional	$200 Sq ft		78.4	%		3
20																								Senior Loan		3/27/2019		88.2		88.5		88.2		L+ 3.5	%	L +4.6%	Floating	4/9/2024	Aurora, IL	Multifamily	Bridge	$211,394 Unit		74.8	%		3
21																								Senior Loan		3/28/2019		88.1		87.0		86.9		L+ 3.7	%	L +5.9%	Floating	4/9/2024	Various, Various	Hotel	Moderate Transitional	$100,228 Unit		69.6	%		4
22																								Senior Loan		3/7/2019		81.3		81.3		81.3		L+ 3.1	%	L +3.4%	Floating	3/9/2024	Rockville, MD	Mixed-Use	Bridge	$256 Sq ft		67.2	%		3
23																								Senior Loan		2/1/2017		80.7		80.7		80.7		L+ 4.7	%	L +5.0%	Floating	2/9/2023	St. Pete Beach, FL	Hotel	Light Transitional	$211,257 Unit		60.7	%		4
24																								Senior Loan		6/17/2019		79.4		78.8		78.5		L+ 2.8	%	L +3.0%	Floating	7/9/2025	Boston, MA	Office	Bridge	$187 Sq ft		70.7	%		3
25																								Senior Loan		8/8/2019		76.5		61.7		61.6		L+ 3.0	%	L +3.2%	Floating	8/9/2024	Orange, CA	Office	Moderate Transitional	$225 Sq ft		64.2	%		3
26																								Senior Loan		12/10/2019		75.8		56.4		56.4		L+ 2.6	%	L +2.8%	Floating	12/9/2024	San Mateo, CA	Office	Moderate Transitional	$368 Sq ft		65.8	%		3
27																								Senior Loan		4/29/2019		70.0		70.0		69.7		L+ 3.3	%	L +3.5%	Floating	5/9/2024	Clayton, MO	Multifamily	Bridge	$280,000 Unit		74.9	%		3
28																								Senior Loan		6/28/2019		63.9		57.4		57.4		L+ 2.5	%	L +2.7%	Floating	7/9/2024	Burlington, CA	Office	Light Transitional	$327 Sq ft		70.9	%		3
29																								Senior Loan		11/8/2019		62.1		58.9		58.8		L+ 3.9	%	L +4.3%	Floating	11/9/2021	Boston, MA	Mixed-Use	Light Transitional	$597 Sq ft		38.4	%		3
30																								Senior Loan		6/25/2019		62.0		57.7		57.6		L+ 3.1	%	L +4.9%	Floating	7/9/2024	Calistoga, CA	Hotel	Moderate Transitional	$696,629 Unit		48.6	%		4
31																								Senior Loan		6/20/2018		61.0		57.6		57.6		L+ 3.0	%	L +3.3%	Floating	7/9/2023	Houston, TX	Office	Light Transitional	$162 Sq ft		74.9	%		3
32																								Senior Loan		1/8/2019		60.2		36.7		36.5		L+ 3.8	%	L +4.1%	Floating	2/9/2024	Kansas City, MO	Office	Moderate Transitional	$92 Sq ft		74.3	%		4
33																								Senior Loan		1/9/2019		60.0		60.7		60.7		L+ 3.4	%	L +3.8%	Floating	1/9/2024	Mountain View, CA	Hotel	Bridge	$375,000 Unit		64.2	%		4
34																								Senior Loan		12/18/2019		58.8		55.8		55.4		L+ 2.7	%	L +3.0%	Floating	1/9/2025	Houston, TX	Multifamily	Light Transitional	$80,109 Unit		73.6	%		3
35																								Senior Loan		3/12/2020		55.0		49.3		49.0		L+ 2.7	%	L +2.9%	Floating	3/9/2025	Round Rock, TX	Multifamily	Light Transitional	$133,820 Unit		75.4	%		3
36																								Senior Loan		1/22/2019		54.0		52.5		52.5		L+ 3.9	%	L +4.1%	Floating	2/9/2023	Manhattan, NY	Office	Light Transitional	$441 Sq ft		61.1	%		3
37																								Senior Loan		1/23/2018		53.8		52.3		52.3		L+ 3.4	%	L +3.6%	Floating	2/9/2023	Walnut Creek, CA	Office	Bridge	$120 Sq ft		66.9	%		2
38																								Senior Loan		6/15/2018		53.6		50.9		50.8		L+ 3.1	%	L +3.3%	Floating	6/9/2023	Brisbane, CA	Office	Moderate Transitional	$514 Sq ft		72.4	%		2
39																								Senior Loan		10/10/2019		52.9		47.7		47.4		L+ 2.8	%	L +3.1%	Floating	11/9/2024	Miami, FL	Office	Light Transitional	$214 Sq ft		69.5	%		3
40																								Senior Loan		12/20/2017		51.0		51.7		51.7		L+ 4.0	%	L +6.3%	Floating	1/9/2023	New Orleans, LA	Hotel	Bridge	$217,949 Unit		59.9	%		4
41																								Senior Loan		3/12/2020		50.2		44.9		44.6		L+ 2.7	%	L +2.9%	Floating	3/9/2025	Round Rock, TX	Multifamily	Light Transitional	$137,049 Unit		75.6	%		3
42																								Senior Loan		6/15/2018		50.0		44.3		44.3		L+ 3.7	%	L +3.9%	Floating	7/9/2023	Atlanta, GA	Office	Bridge	$119 Sq ft		57.2	%		3
43																								Senior Loan		11/29/2018		47.0		47.0		46.9		L+ 3.3	%	L +3.5%	Floating	12/9/2023	Brooklyn, NY	Multifamily	Moderate Transitional	$166,619 Unit		58.0	%		4
44																								Senior Loan		3/17/2021		45.4		37.5		37.1		L+ 3.3	%	L +3.6%	Floating	4/9/2026	Indianapolis, IN	Multifamily	Moderate Transitional	$62,209 Unit		63.7	%		3
45																								Senior Loan		3/30/2018		45.2		42.1		42.1		L+ 3.7	%	L +3.9%	Floating	4/9/2023	Honolulu, HI	Office	Light Transitional	$157 Sq ft		57.9	%		3

Loan #		Form of Investment	Origination / Acquisition Date⁽²⁾	Total Loan		Principal Balance		Carrying Value⁽³⁾		Credit Spread⁽⁴⁾				All-in Yield⁽⁵⁾			Fixed / Floating	Extended Maturity⁽⁶⁾	City, State	Property Type	Loan Type	Loan Per SQFT / Unit	LTV⁽⁷⁾				Risk Rating⁽⁸⁾
	41	Senior Loan	10/11/16		32.0		32.0		31.8	L +5.9%				L +6.3%			Floating	10/11/21	Chicago, IL	Hotel	Bridge	$147,465 Unit		59.8	%			3
	42	Senior Loan	10/06/16		30.0		30.0		29.8	L +5.0%				L +5.3%			Floating	10/6/21	Los Angeles, CA	Industrial	Bridge	$113 Sq ft		73.3	%			2
	43	Senior Loan	06/08/16		28.4		21.4		21.3	L +4.6%				L +4.9%			Floating	6/8/21	Woodland Hills, CA	Retail	Moderate Transitional	$401 Sq ft		61.7	%			3
	44	Senior Loan	11/16/16		21.3		20.3		20.3	L +4.8%				L +5.2%			Floating	11/9/19	Manhattan, NY	Condominium	Moderate Transitional	$946 Sq ft		49.8	%			4
	45	Senior Loan	12/29/14		19.8		8.7		8.7	L +5.8%				L +6.1%			Floating	11/8/19	Various, Multiple	Industrial	Light Transitional	$8 Sq ft		53.6	%			2
	46	Senior Loan	11/16/16		16.0		15.8		15.8	L +4.8%				L +5.2%			Floating	11/9/19	Manhattan, NY	Condominium	Moderate Transitional	$1,035 Sq ft		43.3	%			4
	47	Senior Loan	11/16/16		11.0		11.0		11.0	L +4.8%				L +5.2%			Floating	11/9/19	Manhattan, NY	Condominium	Moderate Transitional	$1,029 Sq ft		46.6	%			4
	48	Senior Loan	11/16/16		9.6		9.2		9.2	L +4.8%				L +5.2%			Floating	11/9/19	Manhattan, NY	Condominium	Moderate Transitional	$946 Sq ft		40.7	%	⁽¹¹⁾		4
	49	Senior Loan	12/29/14		7.7		7.8		7.4	L +4.3%				L +10.9%			Floating	5/1/18	Raleigh, NC	Land	Bridge	$6 Sq ft		56.3	%			3
	50	Senior Loan	12/29/14		2.6		2.7		2.4	5.6%				7.9%			Fixed	9/10/20	Shelby Township, MI	Retail	Bridge	$25 Sq ft		84.2	%	⁽¹¹⁾		3
	51	Senior Loan	12/29/14		2.4		2.5		2.3	L +4.3%				L +7.8%			Floating	5/1/18	Cary, NC	Land	Bridge	$1 Sq ft		53.3	%			3
46																													Senior Loan	1/28/2019		43.1			40.3		40.1		L+ 3.0	%		L +3.2%	Floating	2/9/2024	Dallas, TX	Office	Light Transitional	$222 Sq ft	64.3	%	3
47																													Senior Loan	3/7/2019		39.4			39.6		39.5		L+ 3.8	%		L +4.2%	Floating	3/9/2024	Lexington, KY	Hotel	Moderate Transitional	$107,709 Unit	61.6	%	4
48																													Senior Loan	3/11/2019		39.0			39.4		39.4		L+ 3.4	%		L +5.3%	Floating	4/9/2024	Miami Beach, FL	Hotel	Bridge	$295,455 Unit	59.3	%	4
49																													Senior Loan	3/10/2020		37.5			36.3		36.3		L+ 2.7	%		L +3.0%	Floating	3/9/2025	Austin, TX	Multifamily	Bridge	$94,458 Unit	73.5	%	3
50																													Senior Loan	1/4/2018		35.2			29.9		29.9		L+ 3.4	%		L +3.7%	Floating	1/9/2023	Santa Ana, CA	Office	Light Transitional	$178 Sq ft	71.8	%	2
51																													Senior Loan	6/4/2019		34.7			32.0		31.9		L+ 3.5	%		L +3.8%	Floating	6/9/2024	Riverside, CA	Mixed-Use	Bridge	$99 Sq ft	68.0	%	2
52																													Senior Loan	5/27/2018		33.0			31.2		31.2		L+ 3.7	%		L +5.0%	Floating	6/9/2023	Woodland Hills, CA	Retail	Bridge	$498 Sq ft	63.6	%	5
53																													Senior Loan	9/13/2019		26.7			26.3		26.2		L+ 2.8	%		L +3.0%	Floating	10/9/2024	Austin, TX	Multifamily	Bridge	$135,051 Unit	77.5	%	3
54																													Senior Loan	10/19/2016		10.4			10.4		10.4		L+ 5.1	%		L +5.4%	Floating	5/9/2022	Manhattan, NY	Condominium	Moderate Transitional	$641 Sq ft	49.8	%	4
55																													Senior Loan	10/19/2016		7.9			7.9		7.9		L+ 5.1	%		L +5.4%	Floating	5/9/2022	Manhattan, NY	Condominium	Moderate Transitional	$725 Sq ft	43.3	%	4
56																													Senior Loan	10/19/2016		4.8			4.8		4.8		L+ 5.1	%		L +5.4%	Floating	5/9/2022	Manhattan, NY	Condominium	Moderate Transitional	$715 Sq ft	40.7	%	4
57																													Senior Loan	10/19/2016		1.9			1.9		1.9		L+ 5.1	%		L +5.4%	Floating	5/9/2022	Manhattan, NY	Condominium	Moderate Transitional	$478 Sq ft	46.6	%	4
Subtotal / Weighted Average	Subtotal / Weighted Average				3,347.2		2,778.6		2,757.9		4.7	%	⁽⁹⁾		6.3	%		3.5 yrs						59.0	%			2.6			4948.7			4553.9		4546.8		L +3.1%			⁽⁹⁾	L +3.6%		2.9 yrs					66.1	%	3.1
Mezzanine Loans:	Mezzanine Loans:
	52	Mezzanine Loan	4/20/16		23.3		22.4		22.4	L +7.8%				L +8.0%			Floating	4/20/21	Minneapolis, MN	Multifamily	Bridge	$219,830 Unit		60.8	%			2
	53	Mezzanine Loan	7/20/15		19.0		19.0		19.0	L +8.5%				L +8.7%			Floating	7/20/20	Manhattan, NY	Multifamily	Bridge	$777,778 Unit		87.9	%			3
	54	Mezzanine Loan	2/2/17		17.6		17.4		17.3	L +13.4%				L +13.6%			Floating	2/9/19	Orlando, FL	Multifamily	Bridge	$215,015 Unit		81.8	%			2
	55	Mezzanine Loan	1/19/17		16.5		8.3		8.1	L +14.0%				L +14.4%			Floating	1/19/22	Savannah, GA	Hotel	Construction	$321,429 Unit		0.0	%			3
1																													Mezzanine Loan	6/28/2019		35.0	⁽¹⁰⁾	33.5		33.4			L+ 10.3	%		L +10.8%	4.2	6/28/2025	Napa, CA	Hotel	Construction	$818,195 Unit	41.0	%	3
Subtotal / Weighted Average	Subtotal / Weighted Average			$	76.4	$	67.1	$	66.8		10.2	%		L +10.5%				2.9 yrs						66.4	%			2.4				35.0		33.5		33.4		L +10.3%				L +10.8%		4.2 yrs					41.0	%	3
Total / Weighted Average	Total / Weighted Average			$	3,423.6	$	2,845.7	$	2,824.7		4.9	%	⁽⁹⁾		6.4	%		3.5 yrs						59.2	%			2.6				4,983.7			4,587.4		4,580.2	L +3.2%				L +3.6%		2.9 yrs					65.9	%	3.1

(1)

First mortgage loans are whole mortgage loans unless otherwise noted. Loans numbered ~~37, 45, 49, 50~~53, 54, 55 and 51 represent 75% pari passu participation interests in whole mortgage loans. Loans numbered 7, 18, 26, and 30 represent 65% pari passu participation interests in whole mortgage loans. Loan number 29 represents a 50% pari passu participation interest in the whole mortgage loan. Loans numbered 44, 46, 47, and 4856 represent 24% pari passu participation interests in whole mortgage loans.

(2)	Date loan was originated or acquired by us, which date has not been updated for subsequent loan modifications.

(3)	Represents unpaid principal balance net of unamortized costs.

(4)	Represents the formula pursuant to which our right to receive a cash coupon on a loan is determined. ~~One floating rate loan with a total loan amount of $37.3 million earned interest income based on a floor above LIBOR of 1.00%.~~

(5)

In addition to credit spread, all-in yield includes the amortization of deferred origination fees, purchase price premium and discount, loan origination costs and accrual of both extension and exit fees. All-in yield for the total portfolio assumes the applicable floating benchmark rate as of ~~September 30, 2017~~March 31, 2021 for weighted average calculations.

(6)

Extended maturity assumes all extension options are exercised by the borrower; provided, however, that our loans may be repaid prior to such date. As of ~~September 30, 2017,~~March 31, 2021, based on unpaid principal balance, ~~69.1%~~23.0% of our loans were subject to yield maintenance or other prepayment restrictions and ~~30.9%~~77.0% were open to repayment by the borrower without penalty.

(7)

Except for construction loans, LTV is calculated for loan originations and existing loans as the total outstanding principal balance of the loan or participation interest in a loan ~~plus~~(plus any financing that is pari passu with or senior to such loan or participation ~~interest at the time of origination or acquisition~~interest) divided by the ~~applicable~~ as-is real estate value at the time of origination or acquisition of such loan or participation ~~interest in a~~interest. For construction loans only, LTV is calculated as the total commitment amount of the loan divided by the as-stabilized value of the real estate securing the loan. The as-is ~~real estate~~or as-stabilized (as applicable) value reflects our Manager’s estimates, at the time of origination or acquisition of athe loan or participation interest in a loan, of the real estate value underlying such loan or participation interest determined in accordance with our Manager’s underwriting standards and consistent with third-party appraisals obtained by our Manager.

(8)	For a discussion of risk ratings, please see Notes 2 and 3 to our Consolidated Financial Statements included in this Form 10-Q.

(9)	Represents the weighted average of the credit spread as of ~~September 30, 2017~~March 31, 2021 for the loans, all of which are floating ~~rate loans and the coupon for the fixed rate loans.~~rate.

(10)

~~LTV is calculated using an as-complete real estate value at~~Reflects the ~~time of origination. The as-complete real estate value reflects our Manager’s estimate, at~~total loan amount, including non-consolidated senior interest, allocable to the ~~time of origination~~property’s 135 hotel rooms. Excludes other improvements planned for the remainder of the ~~underlying real estate value, determined in accordance with our Manager’s underwriting standards and consistent with third-party appraisals obtained by our Manager.~~project site.

(11)	~~LTV~~This loan is ~~calculated using an as-is real estate value updated subsequent~~comprised of a first mortgage loan of $106.3 million and acontiguous mezzanine loan of $93.7 million, of which we own both. Each loan carries the same interest rate.

(12)

Calculated as the ratio of unpaid principal balance as of March 31, 2021 to the ~~loan~~as-is appraised value at origination, ~~or acquisition date prepared pursuant~~ to ~~a third party appraisal obtained~~reflect the sale by ~~our Manager. This as-is real estate value reflects our Manager’s estimate, as~~us in August 2020 of the ~~appraisal date~~contiguous mezzanine loan with an unpaid principal balance of ~~the underlying real estate value, pursuant to the third-party appraisal obtained by our Manager~~$46.4 million and ~~is consistent with our Manager’s underwriting standards.~~a commitment amount of $50.0 million.

Item 3. Quantitative and ~~Qualitati~~veQualitative Disclosures About Market Risk

Interest Rate Risk

Our business model ~~is such that~~seeks to minimize our exposure to changing interest rates by matching duration of our assets and liabilities and match-indexing our assets using the same, or similar, benchmark indices, typically LIBOR. Accordingly, rising interest rates will generally increase our net interest income, while declining interest rates will generally decrease our net ~~income.~~interest income, subject to the impact of interest rate floors embedded in substantially all of our loans. At March 31, 2021, the weighted average LIBOR floor for our loan portfolio was 1.64%. As of ~~September 30, 2017, 98.8%~~March 31, 2021, 100% of our loans by unpaid principal balance earned a floating rate of interest and were financed with liabilities that require interest payments based on floating ~~rates, which resulted in an amount of net equity that is positively correlated to rising interest~~ rates. ~~As of September 30, 2017, the remaining 1.2%~~Approximately 90.8% of our ~~loans by unpaid principal balance earned a fixed rate of interest, but were financed with~~ liabilities ~~that require interest payments based on floating rates, which resulted in a negative correlation to rising interest rates to the extent of our amount of fixed rate financing.~~do not contain LIBOR floors greater than zero.

The following table illustrates the impact on our interest income and interest expense, for the twelve-month period following ~~September 30, 2017, assuming~~March 31, 2021, of an immediate increase or decrease in the underlying benchmark interest rate of ~~both~~ 25, 50 and 5075 basis points ~~in the applicable interest~~on our existing floating rate ~~benchmark~~mortgage loan portfolio and related liabilities (dollars in thousands):

Assets (Liabilities) Subject to Interest Rate Sensitivity⁽¹⁾	Assets (Liabilities) Subject to Interest Rate Sensitivity⁽¹⁾				25 Basis Point Increase			25 Basis Point Decrease			50 Basis Point Increase			50 Basis Point Decrease			Assets (Liabilities) Subject to Interest Rate Sensitivity⁽¹⁾				25 Basis Point Increase			25 Basis Point Decrease		50 Basis Point Increase			50 Basis Point Decrease		75 Basis Point Increase			75 Basis Point Decrease
$	2,810,160			Interest income	$	6,416		$	(5,670	)	$	12,832		$	(10,121	)	4,587,358			Interest income	$	73		$	—	$	369		$	—	$	1,126		$	—
	(1,804,890	)	⁽²⁾	Interest expense		(4,512	)		4,512			(9,024	)		9,024		(3,678,914	)	⁽²⁾	Interest expense		(9,322	)		4,934		(18,643	)		4,934		(27,967	)		4,934
$	1,005,270			Total Net Interest Income	$	1,904		$	(1,158	)	$	3,808		$	(1,097	)	908,444			Total change in net interest income	$	(9,249	)	$	4,934	$	(18,274	)	$	4,934	$	(26,841	)	$	4,934

(1)	~~Our floating~~Floating rate ~~loans~~mortgage loan assets and ~~related~~ liabilities are indexed to LIBOR.

(2)	~~Borrowings~~Floating rate liabilities include secured ~~revolving repurchase~~credit facilities ~~asset-specific financings,~~ and ~~non-consolidated senior interests sold or co-originated.~~collateralized loan obligations.

Credit Risk

Our loans ~~and other investments~~ are also subject to credit risk. The performance and value of our loans and other investments depend upon the sponsors’ ability to operate the properties that serve as our collateral so that they produce cash flows adequate to pay interest and principal due to us. To monitor this risk, the asset management team reviews our portfolio and maintains regular contact with borrowers, co-lenders and local market experts to monitor the performance of the underlying collateral, anticipate borrower, property and market issues and, to the extent necessary or appropriate, enforce our rights as the lender.

In addition, we are exposed to the risks generally associated with the commercial real estate market, including variances in occupancy rates, capitalization rates, absorption rates and other macroeconomic factors beyond our control. We seek to manage these risks through our underwriting and asset management processes.

Liquidity Risk

Liquidity is a measure of our ability to meet potential cash requirements, including ongoing commitments to repay borrowings including margin calls, fund and maintain investments, pay dividends to our stockholders and other general business needs. Our liquidity risk is principally associated with our financing of longer-maturity investments with shorter-term borrowings in the form of secured credit agreements. We are subject to “margin call” risk under our secured credit agreements. In the event that the value of our assets pledged as collateral suddenly decreases as a result of changes in credit spreads or interest rates, margin calls relating to our secured credit agreements could increase, causing an adverse change in our liquidity position. See “Management's Discussion and Analysis of Financial Condition and Results of Operations—Our Results of Operations—Liquidity and Capital Resources—Liquidity Needs” in this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K filed with the SEC on February 24, 2021 for information regarding margin calls that we funded during the quarter ended March 31, 2020 in connection with secured credit agreements used to finance our former investments in CRE debt securities. Additionally, if one or more of our secured credit agreement counterparties chooses not to provide ongoing funding, we may be unable to replace the financing through other lenders on favorable terms or at all. As such, we provide no assurance that we will be able to roll over or replace our secured credit agreements as they mature from time to time in the future. Prior to making our voluntary deleveraging payment during the second quarter of 2020, we satisfied one margin call aggregating $20.0 million in connection with our secured credit agreements financing our loan investments by pledging a previously unencumbered loan investment. On May 28, 2020, we made voluntary deleveraging payments totaling $157.7 million to our six secured credit facility lenders and one secured credit facility lender in exchange for their agreement to suspend margin calls for defined periods, subject to certain conditions. At the time these payments were made, no margin deficits existed, and no margin calls have been issued to us since. If market turbulence returns, we may be required to post cash collateral in

connection with our secured credit agreements secured by our mortgage loan investments upon or after the expiry of these agreements. We maintain frequent dialogue with the lenders under our secured credit agreements regarding our management of their collateral assets in light of the impacts of the COVID-19 pandemic. For more information regarding the impact that COVID-19 has had on our liquidity and may have on our future liquidity, see risk factors set forth in our Form 10-K filed with the SEC on February 24, 2021.

In some situations, we have in the past, and may in the future, be forced to sell assets to maintain adequate liquidity. Market disruptions may lead to a significant decline in transaction activity in all or a significant portion of the asset classes in which we invest and may at the same time lead to a significant contraction in short-term and long-term debt and equity funding sources. A decline in market liquidity of real estate-related investments, as well as a lack of availability of observable transaction data and inputs, may make it more difficult to sell assets or determine their fair values. As a result, we may be unable to sell investments, or only be able to sell investments at a price that may be materially different from the fair values presented. Also, in such conditions, there is no guarantee that our borrowing arrangements or other arrangements for obtaining leverage will continue to be available or, if available, will be available on terms and conditions acceptable to us.

Prepayment Risk

Prepayment risk is the risk that principal will be repaid at a different rate than anticipated, causing the return on certain investments to be less than expected. As we receive prepayments of principal on our assets, any premiums paid on such assets are amortized against interest income. In general, an increase in prepayment rates accelerates the amortization of purchase premiums, thereby reducing the interest income earned on the assets. Conversely, discounts on such assets are accreted into interest income. In general, an increase in prepayment rates accelerates the accretion of purchase discounts, thereby increasing the interest income earned on the assets.

Extension Risk

Our Manager computes the projected weighted average life of our assets based on assumptions regarding the rate at which the borrowers will prepay the mortgages or extend. If prepayment rates decrease in a rising interest rate environment or extension options are exercised, the life of ~~the fixed rate assets~~our loan investments could extend beyond the term of the secured debt agreements. We expect that the economic and market disruptions caused by COVID-19 will lead to a decrease in prepayment rates and an increase in the number of our borrowers who exercise extension options. This could have a negative impact on our results of operations. In some situations, we may be forced to sell assets to maintain adequate liquidity, which could cause us to incur losses. For more information regarding the impact of COVID-19 on the financial condition of our borrowers, see risk factors set forth in our Form 10-K filed with the SEC on February 24, 2021.

Capital Market ~~Risks~~Risk

We are exposed to risks related to the equity capital markets and our related ability to raise capital through the issuance of our stock or other equity instruments. We are also exposed to risks related to the debt capital markets and our related ability to finance our business through borrowings under secured ~~revolving repurchase facilities~~credit agreements, collateralized loan obligations, mortgage loan payable, term loans, or other debt instruments or ~~facilities.~~arrangements. As a REIT, we are required to distribute a significant portion of our taxable income annually, which constrains our ability to accumulate operating cash flow and therefore requires us to utilize debt or equity capital to finance our business. We seek to mitigate these risks by monitoring the debt and equity capital markets to inform our decisions on the amount, timing and terms of capital we raise.

During 2020, the COVID-19 pandemic caused significant disruptions to the U.S. and global economies. These disruptions have contributed to significant and ongoing volatility, widening credit spreads and sharp declines in liquidity in the real estate securities markets. This capital markets environment has led to increased cost of funds and reduced availability of efficient debt capital, factors which have caused us to reduce our investment activity. We also anticipate that these conditions will adversely impact the ability of commercial property owners to service their debt and refinance their loans as they mature. For more information, see risk factors set forth in our Form 10-K filed with the SEC on February 24, 2021.

Counterparty Risk

The nature of our business requires us to hold our cash and cash equivalents with, and obtain financing from, various financial institutions. This exposes us to the risk that these financial institutions may not fulfill their obligations to us under these various contractual arrangements. We mitigate this exposure by depositing our cash and cash equivalents and entering into financing agreements with high credit-quality institutions.

The nature of our loans and other investments also exposes us to the risk that our counterparties do not make required interest and principal payments on scheduled due dates. We seek to manage this risk through a comprehensive credit analysis prior to making an investment and rigorous monitoring of the underlying ~~collateral.~~collateral during the term of our investments.

~~Currency~~Non-Performance Risk

In addition to the risks related to fluctuations in cash flows and asset values associated with movements in interest rates, there is also the risk of non-performance on floating rate assets. In the case of a significant increase in interest rates, the additional debt service payments due from our borrowers may strain the operating cash flows of the collateral real estate assets and, potentially, contribute to non-performance or, in severe cases, default. This risk is partially mitigated by various factors we consider during our underwriting and loan structuring process, including but not limited to, requiring substantially all of our borrowers to purchase an interest rate cap contract for the term of our loan.

Loan Portfolio Value

We may in the future ~~hold assets denominated in foreign currencies, which would expose us~~originate loans that earn a fixed rate of interest on unpaid principal balance. The value of fixed rate loans is sensitive to ~~foreign currency risk. As a result, a change in foreign currency exchange rates may have an adverse impact on the valuation of our assets, as well as our income and distributions. Any such~~ changes in foreign currency exchange rates may impact the measurement of such assets or income for the purposes of our REIT tests and may affect the amounts available for payment of dividends on our common stock.

interest rates. We ~~intend to hedge any currency exposures in a prudent manner. However, our currency hedging strategies may not eliminate~~generally hold all of our ~~currency risk due~~loans to ~~among other things, uncertainties in the timing and/~~maturity, and do not expect to realize gains or ~~amount of payments received~~losses on ~~the related investments and/or unequal, inaccurate or unavailability of hedges to perfectly offset changes in future exchange rates. Additionally,~~any fixed rate loan we may ~~be required under certain circumstances to collateralize our currency hedges for the benefit of the hedge counterparty, which could adversely affect our liquidity.~~

~~We may hedge foreign currency exposure on certain investments~~hold in the future, ~~by entering into~~as a ~~series~~result of forwards to fix the U.S. dollar amount of foreign currency denominated cash flows (interest income, rental income and principal payments) we expect to receive from any foreign currency denominated investments. Accordingly, the notional values and expiration dates of our foreign currency hedges would approximate the amounts and timing ofmovements in market interest rates during future ~~payments we expect to receive on the related investments.~~periods.

Real Estate Risk

The market values of commercial mortgage assets are subject to volatility and may be adversely affected by a number of factors, including, but not limited to, national, regional and local economic conditions (which may be adversely affected by industry slowdowns and other factors); local real estate conditions; changes or continued weakness in specific industry segments; construction quality, age and design; demographic factors; and retroactive changes to building or similar codes. In addition, decreases in property values reduce the value of the collateral and the potential proceeds available to a borrower to repay the underlying loans, which could also cause us to suffer losses. For more information regarding the impact that COVID-19 has had on these risks, see risk factors set forth in our Form 10-K filed with the SEC on February 24, 2021.

Currency Risk

We may in the future hold assets denominated in foreign currencies, which would expose us to foreign currency risk. As a result, a change in foreign currency exchange rates may have an adverse impact on the valuation of our assets, as well as our income and distributions. Any such changes in foreign currency exchange rates may impact the measurement of such assets or income for the purposes of our REIT tests and may affect the amounts available for payment of dividends on our common stock.

We intend to hedge any currency exposures in a prudent manner. However, our currency hedging strategies may not eliminate all of our currency risk due to, among other things, uncertainties in the timing and/or amount of payments received on the related investments and/or unequal, inaccurate or unavailability of hedges to perfectly offset changes in future exchange rates. Additionally, we may be required under certain circumstances to collateralize our currency hedges for the benefit of the hedge counterparty, which could adversely affect our liquidity.

We may hedge foreign currency exposure on certain investments in the future by entering into a series of forwards to fix the U.S. dollar amount of foreign currency denominated cash flows (interest income, rental income and principal payments) we expect to receive from any foreign currency denominated investments. Accordingly, the notional values and expiration dates of our foreign currency hedges would approximate the amounts and timing of future payments we expect to receive on the related investments.

Item 4. Controls and Procedures

Disclosure Controls and Procedures.We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports under the ~~Securities~~ Exchange Act ~~of 1934, as amended (the “Exchange Act”),~~ is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our ~~Chief Executive Officer~~President (Principal Executive Officer) and Chief Financial Officer (Principal Financial Officer), to allow for timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

As required by Rules 13a-15(b) and 15d-15(b) ofunder the Exchange Act, we carried out an evaluation, under the supervision and with the participation of our management, including our ~~Chief Executive Officer~~President (Principal Executive Officer) and Chief Financial Officer (Principal Financial Officer), of the effectiveness of the design and operation of our disclosure controls and procedures as of ~~September 30, 2017.~~March 31, 2021. Based upon that evaluation, our ~~Chief Executive Officer~~President (Principal Executive Officer) and Chief Financial Officer (Principal Financial Officer) concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of ~~September 30, 2017.~~March 31, 2021.

Changes in Internal Control Over Financial Reporting. There were no changes in our internal control over financial reporting (as such term as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the most recently completed fiscal quarter ~~to which this report relates~~ that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

From time to time, we may be involved in various claims and legal actions arising in the ordinary course of business. As of ~~September 30, 2017,~~March 31, 2021, we were not involved in any material legal proceedings. See the “Litigation” section of Note 1315 to the ~~consolidated financial statements~~Consolidated Financial Statements included in this Form 10-Q for information regarding legal proceedings, which information is incorporated by reference in this Item 1.

Item 1A. Risk Factors

~~For~~The following risk factors should be read in conjunction with the risk factors set forth in our Form 10-K filed with the SEC on February 24, 2021.

We may enter into hedging transactions that could expose us to contingent liabilities in the future and adversely impact our financial condition.

Subject to maintaining our qualification as a ~~discussion~~REIT, we may enter into hedging transactions that could require us to fund cash payments in certain circumstances (e.g., the early termination of ~~our potential risks and uncertainties, see~~ the ~~information~~hedging instrument caused by an event of default or other early termination event, or the decision by a counterparty to request margin securities it is contractually owed under the ~~heading “Risk Factors”~~terms of the hedging instrument). The amount due would be equal to the unrealized loss of the open swap positions with the respective counterparty and could also include other fees and charges. Any such economic losses will be reflected in ~~the Prospectus. There have been no material changes to~~ our ~~principal risks that we believe are material to our business,~~ results of operations, and our ability to fund these obligations will depend on the liquidity of our assets and access to capital at the time, and the need to fund these obligations could adversely impact our financial ~~condition from~~condition.

In addition, certain of the ~~risk factors previously disclosed~~hedging instruments that we may enter into could involve risks since they often are not traded on regulated exchanges, guaranteed by an exchange or its clearing house, or regulated by any U.S. or foreign governmental authorities. We cannot assure that a liquid secondary market will exist for hedging instruments that we may purchase or sell in the ~~Prospectus,~~future, and we may be required to maintain a position until exercise or expiration, which could result in significant losses.

In addition, subject to maintaining our qualification as a REIT, we may pursue various hedging strategies to seek to reduce our exposure to adverse changes in interest rates. We may fail to recalculate, readjust and execute hedges in an efficient manner.

While we may enter into such transactions seeking to reduce interest rate risks, unanticipated changes in interest rates may result in poorer overall investment performance than if we had not engaged in any such hedging transactions. In addition, the degree of correlation between price movements of the instruments used in a hedging strategy and price movements in the portfolio positions or liabilities being hedged may vary materially. Moreover, for a variety of reasons, we may not seek to establish a perfect correlation between such hedging instruments and the portfolio positions or liabilities being hedged. Any such imperfect correlation may prevent us from achieving the intended hedge and expose us to risk of loss.

Furthermore, we intend to record any derivative and hedging transactions we enter into in accordance with GAAP. However, we may choose not to pursue, or fail to qualify for, hedge accounting treatment relating to such derivative instruments. As a result, our operating results may suffer because any losses on these derivative instruments may not be offset by a change in the fair value of the related hedged transaction or item.

Changes to, or the elimination of, LIBOR may adversely affect our interest income, interest expense, or both.

On March 5, 2021, the Financial Conduct Authority of the U.K. (the “FCA”), which regulates LIBOR, announced (the “FCA Announcement”) that all LIBOR tenors relevant to us will cease to be published or will no longer be representative after June 30, 2023. The FCA Announcement coincides with the March 5, 2021 announcement of LIBOR’s administrator, the ICE Benchmark Administration Limited (the “IBA”), indicating that, as a result of not having access to input data necessary to calculate LIBOR tenors relevant to us on a representative basis after June 30, 2023, the IBA would have to cease publication of such LIBOR tenors immediately after the last publication on June 30, 2023. These announcements mean that any of our assets or liabilities with interest rates tied to LIBOR that extend beyond June 30, 2023 will need to be converted to a replacement rate. In the United States, the Alternative Reference Rates Committee (the “ARRC”), a committee of private sector entities with ex-officio official sector members convened by the Federal Reserve Board and the Federal Reserve Bank of New York, has confirmed that, in its opinion, the March 5, 2021 announcements by the IBA and the FCA on future cessation and loss of representativeness of the LIBOR benchmarks constituted a “Benchmark Transition Event” with respect to all U.S. Dollar LIBOR settings and has recommended the Secured Overnight Financing Rate (“SOFR”) plus a recommended spread adjustment as LIBOR’s replacement.

There are significant differences between LIBOR and SOFR, such as LIBOR being an unsecured lending rate while SOFR is ~~accessible~~a secured lending rate, and SOFR is an overnight rate while LIBOR reflects term rates at different maturities. If our LIBOR-based borrowings are converted to SOFR, the differences between LIBOR and SOFR, plus the recommended spread adjustment, could result in higher interest costs for us, which could have a material adverse effect on our operating results. Although SOFR is the ~~SEC’s website~~ARRC’s recommended replacement rate, it is also possible that lenders may instead choose alternative replacement rates that may differ from LIBOR in ways similar to SOFR or in other ways that would result in higher interest costs for us. In addition, the elimination of LIBOR and/or changes to another index could result in mismatches with the interest rate of investments that we are financing, and the overall financial markets may be disrupted as a result of the phase-out or replacement of LIBOR; however, we cannot reasonably estimate the impact of the transition at ~~www.sec.gov.~~this time. The transition from LIBOR to SOFR or other alternative reference rates may also introduce operational risks in our accounting, financial reporting, loan servicing, liability management and other aspects of our business.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

~~(a) Unregistered Sales of Equity~~None.

Item 3. Defaults Upon Senior Securities

None.

~~(b) Initial Public Offering~~

On July 25, 2017, we completed our initial public offering in which we sold 11,000,000 shares of our common stock at an initial public offering price of $20.00 per share. The shares offered and sold in the initial public offering were registered under the Securities Act pursuant to our Registration Statement on Form S-11 (File No. 333-217446), which was declared effective by the SEC on July 19, 2017. The aggregate offering price for the shares registered and sold by us was approximately $220 million. The initial public offering generated $200.1 million in net proceeds, after deducting underwriting discounts of $13.2 million and estimated offering expenses payable by us of $6.7 million. On August 17, 2017, the underwriters of the Company’s initial public offering partially exercised their option to purchase up to an additional 1,650,000 shares of common stock. On August 22, 2017, we issued and sold, and the underwriters purchased, 650,000 shares of common stock for net proceeds of approximately $12.2 million, after deducting underwriting discounts of $0.8 million. The underwriters of the offering were Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, Wells Fargo Securities, LLC, Deutsche Bank Securities Inc., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, Barclays Capital Inc., TPG Capital BD, LLC and JMP Securities LLC. TPG Capital BD, LLC, an underwriter in the offering, is an affiliate and received underwriting discounts of approximately $0.6 million. No other offering expenses were paid directly or indirectly to any of our directors or officers (or their associates), persons owning 10 percent or more of our common stock or any other affiliates.

~~We used the net proceeds from the offering to originate commercial mortgage loans consistent with our investment strategy and investment guidelines.~~

~~(c)~~ ~~Purchases of Equity Securities by the Issuer and Affiliated Purchasers~~

~~The following table provides information about common stock purchases by or on behalf of the Company pursuant to the 10b5-1 program during the quarter ended September 30, 2017 (dollars in thousands):~~

Fiscal Period

Total Number of Shares Purchased

Average Price Paid per Share

Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs

Maximum Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs⁽¹⁾

July 1, 2017 to July 31, 2017

—

$
—

—

$
35,000

August 1, 2017 to August 31, 2017

121,978

19.43

121,978

32,600

September 1, 2017 to September 30, 2017

212,767

19.68

212,767

28,400

Totals / Averages

334,745

$
19.59

334,745

$
28,400

~~(1)~~

In July 2017, the Company announced an agreement pursuant to which Goldman Sachs & Co. LLC, as our agent, will buy in the open market up to $35.0 million in shares of our common stock in the aggregate during the period beginning on or about August 21, 2017 and ending 12 months thereafter or, if sooner, the date on which all the capital committed has been exhausted.

~~Item 3. Defaults Upon Senior Securities~~

~~None.~~

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits

Exhibit Number		Description

3.1		Articles of Amendment and Restatement of TPG RE Finance Trust, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (001-38156) filed on July 25, 2017)

3.2		Amended and Restated Bylaws of TPG RE Finance Trust, Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K (001-38156) filed on July 25, 2017)

3.3		Articles Supplementary of 11.0% Series B Cumulative Redeemable Preferred Stock of TPG RE Finance Trust Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (001-38156) filed on May 29, 2020)

4.1		Specimen Common Stock Certificate of TPG RE Finance Trust, Inc. (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-11/A (333-217446) filed on June 21, 2017)

~~4.2~~		Indenture, dated as of December 18, 2014, among TPG RE Finance Trust CLO Issuer, L.P., TPG RE Finance Trust GENPAR, Inc. and U.S. Bank National Association (incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on Form S-11/A (333-217446) filed on May 30, 2017)

~~10.1~~		Credit Agreement, dated as of September 29, 2017, among TPG RE Finance 20, Ltd., TPG RE Finance Pledgor 20, LLC, and Bank of America, N.A. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (001-38156) filed on October 2, 2017)

~~10.2~~		Guaranty, dated as of September 29, 2017, made by TPG RE Finance Trust Holdco, LLC in favor of Bank of America, N.A. (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (001-38156) filed on October 2, 2017)

31.1		Certificate of ~~Greta Guggenheim, Chief~~Matthew Coleman, Principal Executive Officer, ~~and President,~~ pursuant to Section 302 of the ~~SarbanesOxley~~Sarbanes-Oxley Act of 2002

31.2		Certificate of Robert R. Foley, Chief Financial ~~and Risk~~ Officer, pursuant to Section 302 of the ~~SarbanesOxley~~Sarbanes-Oxley Act of 2002

32.1		Certificate of ~~Greta Guggenheim, Chief~~Matthew Coleman, Principal Executive ~~Officer and President, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith)~~

~~32.2~~		~~Certificate of Robert R. Foley, Chief Financial and Risk~~ Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith)

32.2		Certificate of Robert Foley, Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith)

101.INS		Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH		Inline XBRL Taxonomy Extension Schema Document

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document

104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

~~SIGNATURES~~

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: ~~November 6, 2017~~May 04, 2021	TPG RE Finance Trust, Inc.

	(Registrant)

	/s/ ~~GRETA GUGGENHEIM~~Matthew Coleman
	~~Greta Guggenheim~~Matthew Coleman
	~~Chief Executive Officer~~President
	(Principal Executive Officer)


	/s/ ~~ROBERT R. FOLEY~~Robert Foley
	Robert R. Foley
	Chief Financial ~~and Risk~~ Officer
	(Principal Financial Officer)

5371

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.001 per share		TRTX		New York Stock Exchange

Large Accelerated Filer	☐☒		Accelerated Filer	☐
Non-accelerated Filer	☒☐	~~(Do not check if a smaller reporting company)~~	Smaller Reporting Company	☐
Emerging Growth Company	☐

	September 30, 2017			December 31, 2016
ASSETS⁽¹⁾
Cash and Cash Equivalents	$	64,801		$	103,126
Restricted Cash		499			849
Accounts Receivable		141			644
Accounts Receivable from Servicer/Trustee		51,076			34,743
Accrued Interest Receivable		13,764			14,023
Loans Held for Investment (includes $2,313,036 and $1,397,610 pledged as collateral under repurchase agreements)		2,824,713			2,449,990
Investment in Commercial Mortgage-Backed Securities, Available-for-Sale (includes $48,029 and $51,305 pledged as collateral under repurchase agreements)		86,182			61,504
Other Assets, Net		1,506			704
Total Assets	$	3,042,682		$	2,665,583
LIABILITIES AND STOCKHOLDERS’ EQUITY⁽¹⁾
Liabilities
Accrued Interest Payable	$	3,733		$	2,907
Accrued Expenses		8,091			6,555
Collateralized Loan Obligation (net of deferred financing costs of $0 and $2,541)		—			540,780
Repurchase and Senior Secured Agreements (net of deferred financing costs of $8,753 and $8,159)		1,531,345			1,013,370
Notes Payable (net of deferred financing costs of $2,917 and $2,883)		261,875			108,499
Payable to Affiliates		9,148			3,955
Deferred Revenue		557			482
Dividends Payable		20,135			18,346
Total Liabilities		1,834,884			1,694,894
Commitments and Contingencies—See Note 14
Stockholders’ Equity:
Preferred Stock ($0.001 par value; 100,000,000 and 125 shares authorized; 125 and 125 shares issued and outstanding, respectively)		—			—
Common Stock ($0.001 par value; 300,000,000 and 95,500,000 shares authorized; 59,791,742 and 47,251,165 shares issued and outstanding, respectively)		60			39
Class A Common Stock ($0.001 par value; 2,500,000 and 2,500,000 shares authorized; 1,213,026 and 1,194,863 shares issued and outstanding, respectively)		1			1
Additional Paid-in-Capital		1,216,725			979,467
Accumulated Deficit		(8,968	)		(10,068	)
Accumulated Other Comprehensive (Loss) Income		(20	)		1,250
Total Stockholders' Equity⁽²⁾		1,207,798			970,689
Total Liabilities and Stockholders' Equity	$	3,042,682		$	2,665,583

	March 31, 2021			December 31, 2020
ASSETS⁽¹⁾
Cash and Cash Equivalents	$	301,607		$	319,669
Restricted Cash		813			—
Accounts Receivable		755			785
Collateralized Loan Obligation Proceeds Held at Trustee		310,070			174
Accounts Receivable from Servicer/Trustee		177			418
Accrued Interest and Fees Receivable		29,229			27,391
Loans Held for Investment		4,580,179			4,516,400
Allowance for Credit Losses		(56,641	)		(59,940	)
Loans Held for Investment, Net (includes $1,305,947 and $2,259,467, respectively, pledged as collateral under secured credit facilities)		4,523,538			4,456,460
Real Estate Owned		99,200			99,200
Other Assets		3,871			4,646
Total Assets		5,269,260		$	4,908,743
LIABILITIES AND EQUITY⁽¹⁾
Liabilities
Accrued Interest Payable	$	2,379		$	2,630
Accrued Expenses and Other Liabilities		10,440			14,450
Secured Credit Agreements (net of deferred financing costs of $5,869 and $8,831, respectively)		854,998			1,514,028
Collateralized Loan Obligations (net of deferred financing costs of $16,338 and $9,192, respectively)		2,851,709			1,825,568
Mortgage Loan Payable (net of deferred financing costs of $783 and $853)		49,217			49,147
Payable to Affiliates		5,094			5,570
Deferred Revenue		1,682			1,418
Dividends Payable		15,510			29,481
Total Liabilities		3,791,029			3,442,292
Commitments and Contingencies—See Note 15
Temporary Equity
Series B Cumulative Redeemable Preferred Stock ($0.001 par value per share; 13,000,000 and 13,000,000 shares authorized, respectively; 9,000,000 and 9,000,000 shares issued and outstanding, respectively)		201,003			199,551
Permanent Equity
Series A Preferred Stock ($0.001 par value per share; 100,000,000 shares authorized; 125 and 125 shares issued and outstanding, respectively)		—			—
Common Stock ($0.001 par value per share; 302,500,000 and 302,500,000 shares authorized, respectively; 76,897,102 and 76,787,006 shares issued and outstanding, respectively)		77			77
Additional Paid-in-Capital		1,559,685			1,559,681
Accumulated Deficit		(282,534	)		(292,858	)
Total Stockholders' Equity	$	1,277,228		$	1,266,900
Total Permanent Equity	$	1,277,228		$	1,266,900
Total Liabilities and Equity	$	5,269,260		$	4,908,743

	Nine Months Ended September 30,
	2017			2016
Cash Flows from Operating Activities:
Net Income	$	69,594		$	50,807
Adjustment to Reconcile Net Income to Net Cash Provided by (Used in) Operating Activities:
Amortization and Accretion of Premiums, Discounts and Loan Origination Fees, Net		(15,867	)		(5,327	)
Amortization of Deferred Financing Costs		9,160			6,843
Capitalized Accrued Interest		1,865			13,098
Gain on Sales of Loans Held for Investment and Commercial Mortgage-Backed Securities, net		(185	)		—
Cash Flows Due to Changes in Operating Assets and Liabilities:
Accounts Receivable		503			2,699
Accrued Interest Receivable		(776	)		(3,792	)
Accrued Expenses		(2,454	)		787
Accrued Interest Payable		826			1,062
Payable to Affiliates		5,193			1,650
Deferred Fee Income / Gain		75			—
Other Assets		(694	)		—
Net Cash Provided by (Used in) Operating Activities		67,240			67,827
Cash Flows from Investing Activities:
Restricted Cash		350			(644	)
Origination of Loans Held for Investment		(1,149,911	)		(333,885	)
Purchase of Loans Held for Investment		—			(339,118	)
Advances on Loans Held for Investment		(226,187	)		(234,397	)
Principal Advances Held by Servicer/Trustee		496			3,021
Principal Repayments of Loans Held for Investment		975,258			362,314
Proceeds from Sales of Loans Held for Investment		65,054			—
Purchase of Commercial Mortgage-Backed Securities		(96,294	)		(49,549	)
Principal Repayments of Mortgage-Backed Securities		29,802			1,166
Purchases of Fixed Assets		(108	)		—
Net Cash Provided by (Used in) Investing Activities		(401,540	)		(591,092	)
Cash Flows from Financing Activities:
Payments on Collateralized Loan Obligation		(559,574	)		(269,561	)
Proceeds from Collateralized Loan Obligation		16,254			68,827
Payments on Secured Financing Agreements		(621,552	)		(282,044	)
Proceeds from Secured Financing Agreements		1,293,530			907,573
Payment of Deferred Financing Costs		(6,207	)		(5,776	)
Capital Calls Received in Advance		—			34,732
Proceeds from Issuance of Common Stock		243,654			98,168
Payment to Retire Common Stock		(6,000	)		—
Proceeds from Issuance of Class A Common Stock		365			1,832
Payment of Initial Public Offering Transaction Costs		(4,341	)		—
Dividends Paid on Common Stock		(58,743	)		(54,680	)
Dividends Paid on Class A Common Stock		(1,403	)		(1,463	)
Dividends Paid on Preferred Stock		(8	)		(7	)
Net Cash Provided by (Used in) Financing Activities		295,975			497,601
Net Change in Cash and Cash Equivalents		(38,325	)		(25,664	)
Cash and Cash Equivalents at Beginning of Period		103,126			104,936
Cash and Cash Equivalents at End of Period	$	64,801		$	79,272
Supplemental Disclosure of Cash Flow Information:
Interest Paid	$	46,600		$	36,391
Taxes Paid		141			326
Supplemental Disclosure of Non-Cash Investing and Financing Activities:
Principal Repayments of Loans Held for Investment by Servicer/Trustee, Net	$	51,076		$	131,118
Dividends Declared, not paid		20,135			16,978
Accrued Initial Public Offering Transaction Costs		2,391			—
Accrued Deferred Financing Costs		2,290			2,748
Unrealized Gain on Commercial Mortgage-Backed Securities, Available-for-Sale		1,270			2,579
Accrued Common Stock Retirement Costs		559			—

Part I. Financial Information		1

Item 1.	Financial Statements	1

	Consolidated Balance Sheets as of ~~September 30, 2017~~March 31, 2021 (unaudited) and December 31, ~~2016~~2020	1

	Consolidated Statements of Income (Loss) and Comprehensive Income (Loss) (unaudited) for the Three ~~and Nine~~ Months ended ~~September 30, 2017~~March 31, 2021 and ~~September 30, 2016~~March 31, 2020	2

	Consolidated Statements of Changes in Equity (unaudited) for the ~~Nine~~Three Months ended ~~September 30, 2017~~March 31, 2021 and ~~September 30, 2016~~March 31, 2020	3

	Consolidated Statements of Cash Flows (unaudited) for the ~~Nine~~Three Months ended ~~September 30, 2017~~March 31, 2021 and ~~September 30, 2016~~March 31, 2020	4

	Notes to the Consolidated Financial Statements (unaudited)	5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2640

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	4764

Item 4.	Controls and Procedures	4967

Part II. Other Information		5068

Item 1.	Legal Proceedings	5068

Item 1A.	Risk Factors	5068

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	5069

Item 3.	Defaults Upon Senior Securities	5169

Item 4.	Mine Safety Disclosures	5169

Item 5.	Other Information	5169

Item 6.	Exhibits	5270

Signatures		5371

	Three Months Ended September 30,						Nine Months Ended September 30,
	2017			2016			2017			2016
INTEREST INCOME
Interest Income	$	46,734		$	40,419		$	146,411		$	112,551
Interest Expense		(19,150	)		(16,937	)		(56,585	)		(44,943	)
Net Interest Income		27,584			23,482			89,826			67,608
OTHER REVENUE
Other Income, net		669			15			1,036			326
Total Other Revenue		669			15			1,036			326
OTHER EXPENSES
Professional Fees		1,256			1,133			2,448			2,359
General and Administrative		1,003			387			2,192			1,833
Servicing and Asset Management Fees		720			1,232			3,061			2,742
Management Fee		4,133			2,244			9,489			6,377
Collateral Management Fee		23			207			225			700
Incentive Management Fee		327			716			3,713			2,790
Total Other Expenses		7,462			5,919			21,128			16,801
Income Before Income Taxes		20,791			17,578			69,734			51,133
Income Taxes		—			(136	)		(140	)		(326	)
Net Income	$	20,791		$	17,442		$	69,594		$	50,807
Preferred Stock Dividends		(4	)		(3	)		(12	)		(11	)
Net Income Attributable to Common Stockholders	$	20,787		$	17,439		$	69,582		$	50,796
Basic Earnings per Common Share⁽¹⁾	$	0.35		$	0.43		$	1.34		$	1.30
Diluted Earnings per Common Share⁽¹⁾	$	0.35		$	0.43		$	1.34		$	1.30
Weighted Average Number of Common Shares Outstanding⁽¹⁾
Basic:		58,685,979			40,946,029			51,969,733			39,096,974
Diluted:		58,685,979			40,946,029			51,969,733			39,096,974
Dividends Declared per Common Share⁽¹⁾	$	0.33		$	0.41		$	1.02		$	1.18
OTHER COMPREHENSIVE INCOME
Net Income	$	20,791		$	17,442		$	69,594		$	50,807
Unrealized (Loss) Gain on Commercial Mortgage-Backed Securities		(2,558	)		1,542			(1,270	)		2,579
Comprehensive Net Income	$	18,233		$	18,984		$	68,324		$	53,386

	Three Months Ended March 31,
	2021			2020
INTEREST INCOME
Interest Income	$	58,148		$	81,749
Interest Expense		(20,290	)		(38,457	)
Net Interest Income		37,858			43,292
OTHER REVENUE
Other Income, net		96			328
Total Other Revenue		96			328
OTHER EXPENSES
Professional Fees		1,198			1,819
General and Administrative		1,030			980
Stock Compensation Expense		1,456			1,401
Servicing and Asset Management Fees		328			276
Management Fee		5,094			5,000
Total Other Expenses		9,106			9,476
Securities Impairments		—			(203,493	)
Credit Loss Benefit (Expense)		4,038			(63,348	)
Income (Loss) Before Income Taxes		32,886			(232,697	)
Income Tax Expense, net		(931	)		(93	)
Net Income (Loss)	$	31,955		$	(232,790	)
Series A Preferred Stock Dividends		(4	)		(3	)
Series B Cumulative Redeemable Preferred Stock Dividends		(6,120	)		—
Net Income (Loss) Attributable to TPG RE Finance Trust, Inc.	$	25,831		$	(232,793	)
Earnings (Loss) per Common Share, Basic	$	0.32		$	(3.05	)
Earnings (Loss) per Common Share, Diluted	$	0.30		$	(3.05	)
Weighted Average Number of Common Shares Outstanding
Basic:		76,895,615			76,465,322
Diluted:		80,673,236			76,465,322
OTHER COMPREHENSIVE INCOME (LOSS)
Net Income (Loss)	$	31,955		$	(232,790	)
Unrealized Loss on Available-for-Sale Debt Securities		—			(974	)
Comprehensive Net Income (Loss)	$	31,955		$	(233,764	)

	Preferred Stock				Common Stock					Class A Common Stock				Additional						Accumulated Other
	Shares		Par Value		Shares			Par Value		Shares		Par Value		Paid- in-Capital			Accumulated Deficit			Comprehensive (Loss) Income			Total Equity
Balance at December 31, 2015		125	$	—		28,309,783		$	29		783,158	$	1	$	729,477		$	(13,157	)	$	—		$	716,350
Issuance of Class A Common Stock		—		—		—			—		74,401		—		1,832			—			—			1,832
Issuance of Common Stock		—		—		3,987,337			4		—		—		98,164			—			—			98,168
Net Income		—		—		—			—		—		—		—			50,807			—			50,807
Other Comprehensive Income		—		—		—			—						—			—			2,579			2,579
Dividends on Preferred Stock		—		—		—			—		—		—		—			(11	)		—			(11	)
Dividends on Common Stock		—		—		—			—		—		—		—			(47,292	)		—			(47,292	)
Dividends on Class A Common Stock		—		—		—			—		—		—		—			(1,224	)		—			(1,224	)
Balance at September 30, 2016		125	$	-		32,297,120		$	33		857,559	$	1	$	829,473		$	(10,877	)	$	2,579		$	821,209

Balance at December 31, 2016		125	$	—		38,260,053		$	39		967,500	$	1	$	979,467		$	(10,068	)	$	1,250		$	970,689
Issuance of Class A Common Stock		—		—		—			—		14,711		—		365			—			—			365
Issuance of Common Stock		—		—		12,642,166			12		—		—		257,622			—			—			257,634
Common Stock and Class A Common Stock Dividend		—		—		9,224,268			9		230,815		—		(9	)		—			—			—
Retired Common Stock		—		—		(334,745	)		—		—		—		(7	)		(6,551	)		—			(6,558	)
Initial Public Offering Transaction Costs		—		—		—			—		—		—		(20,713	)		—			—			(20,713	)
Net Income		—		—		—			—		—		—		—			69,594			—			69,594
Other Comprehensive (Loss)		—		—		—			—		—		—		—			—			(1,270	)		(1,270	)
Dividends on Preferred Stock		—		—		—			—		—		—		—			(12	)		—			(12	)
Dividends on Common Stock		—		—		—			—		—		—		—			(60,566	)		—			(60,566	)
Dividends on Class A Common Stock		—		—		—			—		—		—		—			(1,365	)		—			(1,365	)
Balance at September 30, 2017		125	$	—		59,791,742		$	60		1,213,026	$	1	$	1,216,725		$	(8,968	)	$	(20	)	$	1,207,798

	March 31, 2021						December 31, 2020
	Balance Sheet Portfolio			Total Loan Portfolio			Balance Sheet Portfolio			Total Loan Portfolio
Number of loans		58			59			57			58
Floating rate loans		100.0	%		100.0	%		100.0	%		100.0	%
Total loan commitment⁽¹⁾	$	4,983,745		$	5,115,745		$	4,943,511		$	5,075,511
Unpaid principal balance⁽²⁾	$	4,587,358		$	4,587,358		$	4,524,725		$	4,524,725
Unfunded loan commitments⁽³⁾	$	401,726		$	401,726		$	423,487		$	423,487
Amortized cost	$	4,580,179		$	4,580,179		$	4,516,400		$	4,516,400
Weighted average credit spread⁽⁴⁾		3.2	%		3.2	%		3.2	%		3.2	%
Weighted average all-in yield⁽⁴⁾		5.2	%		5.2	%		5.3	%		5.3	%
Weighted average term to extended maturity (in years)⁽⁵⁾		2.9			2.9			3.1			3.1

	March 31, 2021
Loans Held for Investment, Net	Outstanding Principal		Unamortized Premium (Discount), Loan Origination Fees, net			Amortized Cost
Senior loans	$	4,553,826	$	(7,046	)	$	4,546,780
Subordinated and mezzanine loans		33,532		(133	)		33,399
Total	$	4,587,358	$	(7,179	)	$	4,580,179
Allowance for credit losses							(56,641	)
Loans Held for Investment, Net						$	4,523,538

	Carrying Value
Balance at December 31, 2020	$	4,456,460
Additions during the period:
Loans originated and acquired		37,091
Additional fundings		30,382
Amortization of origination fees		1,600
Deductions during the period:
Collection of principal		(5,294	)
Change in allowance for credit losses		3,299
Balance at March 31, 2021	$	4,523,538

	March 31, 2021
	Amortized Cost by Origination Year
	2021		2020		2019		2018		2017		Prior		Total
Senior loans by internal risk ratings:
1	$	—	$	—	$	—	$	—	$	—	$	—	$	—
2		—		—		31,863		337,382		—		—		369,245
3		37,098		251,019		1,696,788		1,102,412		255,407		—		3,342,724
4		—		—		434,291		46,910		297,382		25,049		803,632
5		—		—		—		31,179		—		—		31,179
Total mortgage loans	$	37,098	$	251,019	$	2,162,942	$	1,517,883	$	552,789	$	25,049	$	4,546,780
Subordinated and mezzanine loans by internal risk ratings:
1	$	—	$	—	$	—	$	—	$	—	$	—	$	—
2		—		—		—		—		—		—		—
3		—		—		33,399		—		—		—		33,399
4		—		—		—		—		—		—		—
5		—		—		—		—		—		—		—
Total subordinated and mezzanine loans		—		—		33,399		—		—		—		33,399
Total	$	37,098	$	251,019	$	2,196,341	$	1,517,883	$	552,789	$	25,049	$	4,580,179

Rating	March 31, 2021			December 31, 2020
1	$	—		$	—
2		369,245			337,738
3		3,376,123			3,340,663
4		803,632			806,893
5		31,179			31,106
Total	$	4,580,179		$	4,516,400
Allowance for Credit Losses		(56,641	)		(59,940	)
Carrying Value	$	4,523,538		$	4,456,460
Weighted Average Risk Rating⁽¹⁾		3.1			3.1

	December 31, 2016
	Face Amount		Unamortized Premium (Discount)			Gross Unrealized Gain		Estimated Fair Value
Investments, at Fair Value
Commercial mortgage-backed securities	$	62,927	$	(2,673	)	$	1,250	$	61,504

	For the Three Months Ended March 31, 2021
	Senior Loans			Subordinated and Mezzanine Loans			Total
Allowance for credit losses for loans held for investment:
CECL reserve as of December 31, 2020	$	58,210		$	1,730		$	59,940
Decrease in CECL reserve		(3,055	)		(244	)		(3,299	)
Subtotal		55,155			1,486			56,641

Allowance for credit losses on unfunded loan commitments:
CECL reserve as of December 31, 2020		2,756			132			2,888
Decrease in CECL reserve		(672	)		(67	)		(739	)
Subtotal		2,084			65			2,149

Total allowance for credit losses	$	57,239		$	1,551		$	58,790

	March 31, 2021
Balance at December 31, 2020	$	4,701
PIK accrued		816
PIK repayments		—
Balance at March 31, 2021	$	5,517

	Days Outstanding
	30-59 Days		60-89 Days		90 Days or More		Total Loans Past Due		Current		Total Loans		90 Days or More Past Due and Accruing
Loans Receivable:
Senior loans	$	—	$	—	$	31,179	$	31,179	$	4,515,601	$	4,546,780	$	—
Subordinated and mezzanine loans		—		—		—		—		33,399		33,399		—
Total	$	—	$	—	$	31,179	$	31,179	$	4,549,000	$	4,580,179	$	—

	March 31, 2021		December 31, 2020
ASSETS
Cash and Cash Equivalents	$	47,383	$	78,350
Collateralized Loan Obligation Proceeds Held at Trustee		310,070		174
Accounts Receivable from Servicer/Trustee		202		—
Accrued Interest Receivable		1,029		740
Loans Held for Investment		3,141,155		2,199,666
Total Assets	$	3,499,839	$	2,278,930
LIABILITIES
Accrued Interest Payable	$	1,395	$	1,311
Accrued Expenses		988		630
Collateralized Loan Obligations		2,851,709		1,825,569
Payable to Affiliates		13,986		14,016
Total Liabilities	$	2,868,078	$	1,841,526

March 31, 2021
Collateral (loan investments)				Debt (notes issued)
Outstanding Principal		Carrying Value		Face Value		Carrying Value
$	3,141,155	$	3,141,155	$	2,868,047	$	2,851,709

December 31, 2020
Collateral (loan investments)				Debt (notes issued)
Outstanding Principal		Carrying Value		Face Value		Carrying Value
$	2,230,276	$	2,230,276	$	1,834,760	$	1,825,568

	March 31, 2021					December 31, 2020
	Weighted Average Spread (%)⁽¹⁾			Weighted Average Maturity (Years)⁽²⁾		Weighted Average Spread (%)⁽¹⁾			Weighted Average Maturity (Years)⁽²⁾
Collateral (loan investments)
TRTX 2018-FL2		3.34	%		2.6		3.33	%		4.9
TRTX 2019-FL3		3.20	%		2.7		3.20	%		4.1
TRTX 2021-FL4		3.04	%		2.9		—			—

Debt (notes issued)
TRTX 2018-FL2		1.45	%		16.6		1.45	%		16.9
TRTX 2019-FL3		1.44	%		13.5		1.44	%		13.8
TRTX 2021-FL4		1.60	%		16.9		—			—

	December 31, 2016
	Amortized Cost		Estimated Fair Value
Expected Maturity Date
After one, within five years	$	58,962	$	60,242
After five, within ten years		1,292		1,262
Total investment in commercial mortgage-backed securities, at fair value	$	60,254	$	61,504

	March 31, 2021
Secured Credit Agreements and Mortgage Loan Payable:	Initial Maturity Date	Extended Maturity Date	Index Rate	Weighted Average Credit Spread			Interest Rate			Commitment Amount		Maximum Current Availability		Balance Outstanding		Principal Balance of Collateral			Amortized Cost of Collateral
Secured Credit Facilities
Goldman Sachs⁽¹⁾	08/19/21	08/19/22	1 Month LIBOR		2.3	%		2.6	%	$	250,000	$	248,333	$	1,667	$	37,940		$	37,826
Wells Fargo⁽¹⁾	04/18/22	04/18/22	1 Month LIBOR		1.9	%		2.0	%		750,000		747,909		2,091		3,776			2,466
Barclays⁽¹⁾	08/13/22	08/13/22	1 Month LIBOR		1.5	%		1.7	%		750,000		502,718		247,282		350,488			349,635
Morgan Stanley⁽¹⁾	05/04/22	05/04/22	1 Month LIBOR		1.8	%		1.9	%		500,000		343,825		156,175		212,883			211,525
JP Morgan⁽¹⁾	10/30/23	10/30/25	1 Month LIBOR		1.7	%		1.8	%		400,000		275,542		124,458		207,618			205,047
US Bank⁽¹⁾	07/09/22	07/09/24	1 Month LIBOR		1.5	%		1.8	%		139,960		70,376		69,584		101,759			101,714
Bank of America⁽¹⁾	09/29/21	09/29/22	1 Month LIBOR		1.8	%		1.9	%		200,000		168,336		31,664		42,813			42,813
Institutional Financing⁽¹⁾	10/30/23	10/30/25	1 Month LIBOR		4.5	%		4.8	%		249,546		21,600		227,946		392,148			391,877
Subtotal										$	3,239,506	$	2,378,639	$	860,867	$	1,349,425		$	1,342,903

Mortgage Loan Payable
Institutional Lender	12/15/21	12/15/22	1 Month LIBOR		4.5	%		5.0	%		50,000		—		50,000		99,200	⁽²⁾		—
Subtotal										$	50,000	$	—	$	50,000	$	99,200		$	—

Total										$	3,289,506	$	2,378,639	$	910,867	$	1,448,625		$	1,342,903

Repurchase Agreements	Maturity Date	Index Rate	Weighted Average Spread			Interest Rate			Commitment Amount		Maximum Current Availability		Balance Outstanding		Principal Balance of Collateral
Goldman Sachs⁽¹⁾	8/19/2018	1 Month Libor		2.2	%		3.4	%	$	750,000	$	202,428	$	547,572	$	841,002
Wells Fargo⁽¹⁾	5/25/2019	1 Month Libor		2.1			3.4			750,000		356,512		393,488		682,221
JP Morgan⁽¹⁾	8/20/2018	1 Month Libor		2.5			3.7			417,250		155,382		261,868		380,621
Morgan Stanley⁽¹⁾	5/3/2019	1 Month Libor		2.4			3.6			400,000		127,268		272,732		397,592
US Bank⁽¹⁾	10/6/2019	1 Month Libor		2.3			3.5			150,000		129,000		21,000		30,000
Goldman Sachs (CMBS)⁽²⁾	10/30/2017	1 Month Libor		1.8			3.0			100,000		64,422		35,578		39,533
Royal Bank of Canada (CMBS)⁽²⁾	12/20/2017	1 Month Libor		1.0			2.2			100,000		92,140		7,860		8,418
Subtotal										2,667,250		1,127,152		1,540,098		2,379,387

Senior Secured Credit Facility	Maturity Date	Index Rate	Weighted Average Spread			Interest Rate			Commitment Amount		Maximum Current Availability		Balance Outstanding		Principal Balance of Collateral
Bank of America⁽¹⁾	9/29/2020	1 Month Libor	N/A			N/A			$	250,000	$	250,000		—		—
Total									$	3,316,466	$	1,511,576	$	1,804,890	$	2,773,390