BORROWINGS | NOTE 12 - BORROWINGS The Company historically has financed the acquisition of its investments, including investment securities and loans, through the use of secured and unsecured borrowings in the form of securitized notes, repurchase agreements, secured term facilities, warehouse facilities, convertible senior notes, senior secured revolving credit agreements and trust preferred securities issuances. Certain information with respect to the Company’s borrowings is summarized in the following table (in thousands, except percentages): Principal Unamortized Issuance Costs and Discounts Outstanding Borrowings Weighted Average Weighted Average Value of As of September 30, 2015: RREF CDO 2006-1 Senior Notes $ 52,820 $ — $ 52,820 2.37% 30.9 years $ 93,757 RREF CDO 2007-1 Senior Notes 127,195 — 127,195 1.20% 31.0 years 247,080 RCC CRE Notes 2013 Senior Notes 127,215 1,382 125,833 2.66% 13.2 years 141,114 RCC 2014-CRE2 Senior Notes 235,344 3,314 232,030 1.50% 16.6 years 349,681 RCC 2015-CRE3 Senior Notes 282,127 3,683 278,444 2.10% 16.5 years 340,885 RCC 2015-CRE4 Senior Notes 223,735 3,332 220,403 1.92% 16.9 years 307,697 Apidos Cinco CDO Senior Notes 152,310 — 152,310 1.05% 4.6 years 171,209 Moselle CLO S.A. Securitized Borrowings, at fair value (1) 57 — 57 N/A N/A 354 Unsecured Junior Subordinated Debentures (2) 51,548 188 51,360 4.24% 21.1 years — 6.0% Convertible Senior Notes 115,000 5,339 109,661 6.00% 3.2 years — 8.0% Convertible Senior Notes 100,000 4,885 95,115 8.00% 4.3 years — CRE - Term Repurchase Facilities (3) 88,050 2,756 85,294 2.27% 19 days 140,107 CMBS - Term Repurchase Facility (4) 26,328 2 26,326 1.41% 19 days 32,539 Residential Investments - Term Repurchase Facility (5) 4,629 — 4,629 2.75% 356 days 5,134 Residential Mortgage Financing Agreements 97,124 — 97,124 2.78% 352 days 154,531 CMBS - Short Term Repurchase Agreements (6) 63,548 — 63,548 1.72% 46 days 90,444 Senior Secured Revolving Credit Agreement 162,000 3,258 158,742 3.03% 3.5 years 344,084 Total $ 1,909,030 $ 28,139 $ 1,880,891 2.61% 12.0 years $ 2,418,616 Principal Unamortized Issuance Costs and Discounts Outstanding Borrowings Weighted Average Weighted Average Value of As of December 31, 2014: RREF CDO 2006-1 Senior Notes $ 61,423 $ — $ 61,423 2.12% 31.6 years $ 139,242 RREF CDO 2007-1 Senior Notes 130,340 133 130,207 1.19% 31.8 years 271,423 RCC CRE Notes 2013 Senior Notes 226,840 2,683 224,157 2.11% 14.0 years 249,983 RCC 2014-CRE2 Senior Notes 235,344 3,687 231,657 1.45% 17.3 years 346,585 Apidos CDO III Senior Notes 74,646 — 74,646 1.18% 5.7 years 85,553 Apidos Cinco CDO Senior Notes 255,664 201 255,463 0.81% 5.4 years 272,512 Moselle CLO S.A. Senior Notes, at fair value (7) 63,321 — 63,321 1.49% 5.0 years 93,576 Moselle CLO S.A. Securitized Borrowings, at fair value (1) 5,619 — 5,619 1.49% 5.0 years — Unsecured Junior Subordinated Debentures (2) 51,548 343 51,205 4.19% 21.8 years — 6.0% Convertible Senior Notes 115,000 6,626 108,374 6.00% 3.9 years — CRE - Term Repurchase Facilities (3) 207,640 1,958 205,682 2.43% 20 days 297,571 CMBS - Term Repurchase Facility (4) 24,967 — 24,967 1.35% 20 days 30,180 Residential Investments - Term Repurchase Facility (5) 22,248 36 22,212 1.16% 1 day 27,885 Residential Mortgage Financing Agreements 102,576 — 102,576 2.78% 207 days 147,472 CMBS - Short Term Repurchase Agreements (6) 44,225 — 44,225 1.63% 17 days 62,446 Senior Secured Revolving Credit Agreement 113,500 2,363 111,137 2.66% 3.7 years 262,687 Total $ 1,734,901 $ 18,030 $ 1,716,871 2.09% 10.0 years $ 2,287,115 (1) The securitized borrowings were collateralized by the same assets as the Moselle CLO Senior Notes. (2) Amount represents junior subordinated debentures issued to RCT I and RCT II in May 2006 and September 2006, respectively. (3) Amounts also include accrued interest expense of $63,000 and $198,000 related to CRE repurchase facilities as of September 30, 2015 and December 31, 2014 , respectively. (4) Amounts also include accrued interest expense of $14,000 and $12,000 related to CMBS repurchase facilities as of September 30, 2015 and December 31, 2014 , respectively. Amounts do not reflect CMBS repurchase agreement borrowings that are components of linked transactions as of December 31, 2014 . (5) Amounts also include accrued interest expense of $8,000 and $20,000 related to residential investment facilities as of September 30, 2015 and December 31, 2014 , respectively. (6) Amounts also include accrued interest expense of $26,000 and $31,000 related to CMBS short term repurchase facilities as of September 30, 2015 and December 31, 2014 . (7) The fair value option was elected for the borrowings associated with Moselle CLO. As such, the outstanding borrowings and principal outstanding amounts are stated at fair value. The unpaid principal amounts of these borrowings were $63.3 million at December 31, 2014 . Securitizations The following table sets forth certain information with respect to the Company's securitizations: Securitization Closing Date Maturity Date Reinvestment Period End Total Note Paydowns as of September 30, 2015 (in millions) RREF CDO 2006-1 Senior Notes August 2006 August 2046 September 2011 $ 180.4 RREF CDO 2007-1 Senior Notes June 2007 September 2046 June 2012 $ 216.6 RCC CRE Notes 2013 Senior Notes December 2013 December 2028 N/A $ 133.6 RCC 2014-CRE2 Senior Notes July 2014 April 2032 N/A $ — RCC 2015-CRE3 Senior Notes February 2015 March 2032 N/A $ — RCC 2015-CRE4 Senior Notes August 2015 August 2032 N/A $ — Apidos CDO III Senior Notes May 2006 September 2020 June 2012 $ 262.5 Apidos Cinco CDO Senior Notes May 2007 May 2020 May 2014 $ 169.7 Moselle CLO S.A. Senior Notes October 2005 January 2020 January 2012 $ 167.2 Moselle CLO S.A. Securitized Borrowings October 2005 January 2020 January 2012 $ 5.0 In June 2015, the Company called Apidos CDO III, substantially liquidating the securitization's assets. Proceeds from the sale of these assets, plus proceeds from previous sales and paydowns in the CDO, were used to pay down the securitization's $262.5 million of Senior Notes in full. The investments held by the Company's securitizations collateralize the securitization's borrowings and, as a result, are not available to the Company, its creditors, or stockholders. All senior notes retained at closing or subsequently repurchased by the Company as of September 30, 2015 eliminate in consolidation. RCC 2015-CRE3 In February 2015, the Company closed RCC 2015-CRE3, a $346.2 million CRE securitization transaction that provided financing for transitional commercial real estate loans. RCC 2015-CRE3 issued a total of $282.1 million of senior notes at par to unrelated investors. RCC Real Estate purchased 100% of the Class E and Class F senior notes for $20.8 million and $15.6 million , respectively. In addition, Resource Real Estate Funding 2015-CRE3 Investor, LLC, a subsidiary of RCC Real Estate, purchased a $27.7 million equity interest representing 100% of the outstanding preference shares. The senior notes purchased by RCC Real Estate are subordinated in right of payment to all other senior notes issued by RCC 2015-CRE3, but are senior in right of payment to the preference shares. The equity interest is subordinated in right of payment to all other securities issued by RCC 2015-CRE3. At closing, the senior notes issued to investors by RCC 2015-CRE3 consisted of the following classes: (i) $193.9 million of Class A notes bearing interest at one-month LIBOR plus 1.40% ; (ii) $17.3 million of Class A-S notes bearing interest at one-month LIBOR plus 1.65% ; (iii) $19.5 million of Class B notes bearing interest at one-month LIBOR plus 2.40% ; (iv) $20.8 million of Class C notes bearing interest at one-month LIBOR plus 3.15% ; (v) $30.7 million of Class D notes bearing interest at one-month LIBOR plus 4.00% ; (vi) $20.8 million of Class E notes bearing interest at one-month LIBOR plus 4.75% ; (vii) and $15.6 million of Class F notes bearing interest at one-month LIBOR plus 5.50% . All of the notes issued mature in March 2032, although the Company has the right to call the notes anytime after March 2017 until maturity. There is no reinvestment period in RCC 2015-CRE3; however, principal repayments, for a period ending in February 2017, may be used to purchase funding participations with respect to existing collateral held outside of the securitization. RCC 2015-CRE4 In August 2015, the Company closed RCC 2015-CRE4, a $312.9 million CRE securitization transaction that provided financing for transitional commercial real estate loans. RCC 2015-CRE4 issued a total of $223.7 million of senior notes at par to unrelated investors. RCC Real Estate purchased 100% of the Class C senior notes for $26.6 million . In addition, Resource Real Estate Funding 2015-CRE4 Investor, LLC , a subsidiary of RCC Real Estate purchased a $62.6 million equity interest representing 100% of the outstanding preference shares. The senior notes purchased by RCC Real Estate are subordinated in right of payment to all other senior notes issued by RCC 2015-CRE4, but are senior in right of the payment to the preference shares. The equity interest is subordinated in right of payment to all other securities issued by RCC 2015-CRE4. At closing, the senior notes issued to investors by RCC 2015-CRE4 consisted of the following classes: (i) $179.9 million of Class A notes bearing interest at one-month LIBOR plus 1.40% ; (ii) $43.8 million of Class B notes bearing interest at one-month LIBOR plus 3.00% ; (iii) $26.6 million of Class C notes bearing interest at one-month LIBOR plus 4.75% . All of the notes issued mature in August 2032, although the Company has the right to call the notes anytime after September 2017 until maturity. There is no reinvestment period in RCC 2015-CRE4; however, principal repayments, for a period ending in September 2017, may be used to purchase funding participations with respect to existing collateral held outside of the securitization. 6.0% Convertible Senior Notes In connection with the Company's one-for-four reverse stock split, the 6.0% Convertible Senior Notes due 2018, ("6.0% Convertible Senior Notes") automatically adjusted from 150.1502 shares of common stock per $1,000 principal amount of such notes to 37.53755 shares of common stock per $1,000 principal amount of such notes. The conversion price was adjusted from $6.66 to $26.64 as a result of the stock split. 8.0% Convertible Senior Notes In January 2015, the Company issued and sold in a public offering $100.0 million aggregate principal amount of its 8.0% Convertible Senior Notes due 2020, (" 8.0% Convertible Senior Notes") are convertible at the option of the holder. The 8.0% Convertible Senior Notes had an original conversion rate of 187.4414 common shares per $1,000 principal amount of 8.0% Convertible Senior Notes (equivalent to an initial conversion price of $5.34 per common share). Upon conversion of 8.0% Convertible Senior Notes by a holder, the holder will receive cash, the Company's common shares or a combination of cash and the Company's common shares, at the Company's election. In connection with the Company's one-for-four reverse stock split, the 8.0% Convertible Senior Notes automatically adjusted to 46.86035 shares of common stock per $1,000 principal amount of such notes. The conversion price was adjusted from $5.34 to $21.36 as a result of the stock split. After deducting a $1.0 million underwriting discount and deferred debt issuance costs totaling $2.1 million , the Company received approximately $97.0 million of net proceeds. In addition, the Company recorded a discount of $2.5 million on the 8.0% Convertible Senior Notes that reflects the difference between the stated value of the debt and the fair value of the notes as if they were issued without a conversion feature. The aforementioned market discounts and the deferred debt issuance costs will be amortized on a straight-line basis as additional interest expense through maturity on January 15, 2020. Interest on the 8.0% Convertible Senior Notes is paid semi-annually. Repurchase and Credit Facilities Borrowings under the Company's repurchase agreements were guaranteed by the Company or one of its subsidiaries. The following table sets forth certain information with respect to the Company's borrowings (dollars in thousands): As of September 30, 2015 As of December 31, 2014 Outstanding Value of Number of Weighted Average Outstanding Value of Number of Weighted Average CMBS Term Wells Fargo Bank (1) $ 26,326 $ 32,539 27 1.41% $ 24,967 $ 30,180 33 1.35% CRE Term Wells Fargo Bank (2) 78,230 128,354 6 2.21% 179,762 258,223 15 2.38% Deutsche Bank AG (3) — — — —% 25,920 39,348 2 2.78% Morgan Stanley Bank (4) 7,064 11,753 1 2.80% — — — —% Short-Term Repurchase Deutsche Bank Securities, LLC 49,939 70,484 20 1.73% 33,783 44,751 8 1.62% Wells Fargo Securities, LLC 13,609 19,960 4 1.85% 10,442 17,695 1 1.66% Residential Investments Term Repurchase Facility Wells Fargo Bank (5) 4,629 5,134 6 2.75% 22,212 27,885 6 1.16% Residential Mortgage New Century Bank 41,975 54,093 194 2.82% 41,387 51,961 158 2.82% Wells Fargo Bank 55,149 100,438 163 2.75% 61,189 95,511 104 2.75% Totals $ 276,921 $ 422,755 $ 399,662 $ 565,554 (1) The Wells Fargo CMBS term repurchase facility borrowing includes $2,000 and $0 of deferred debt issuance costs as of September 30, 2015 and December 31, 2014 , respectively. (2) The Wells Fargo CRE term repurchase facility borrowing includes $927,000 and $1.7 million of deferred debt issuance costs as of September 30, 2015 and December 31, 2014 , respectively. (3) The Deutsche Bank CRE term repurchase facility includes $0 and $268,000 of deferred debt issuance costs as of September 30, 2015 and December 31, 2014 , respectively. (4) The Morgan Stanley CRE term repurchase facility includes $1.8 million and $0 of deferred debt issuance costs as of September 30, 2015 and December 31, 2014 , respectively. (5) The Wells Fargo residential investments term repurchase facility includes $36,000 of deferred debt issuance costs as of December 31, 2014 . As the result of an accounting standards update adopted on January 1, 2015 ( see Note 2 ), the Company unlinked its previously linked transactions and disclosed affected asset, liability, income and expense balances at their gross values in its consolidated financial statements. Accordingly, the Company had no repurchase agreements being accounted for as linked transactions as of September 30, 2015 . The assets in the following table were accounted for as linked transactions as of December 31, 2014 . These linked repurchase agreements are not included in borrowings on the Company's consolidated balance sheets at that date ( see Note 20 ). As of December 31, 2014 Borrowings (1) Value of Collateral Number Weighted Average CMBS Term Repurchase Facility Wells Fargo Bank $ 4,941 $ 6,371 7 1.67% Short-Term Repurchase JP Morgan Securities, LLC — — — —% Wells Fargo Securities, LLC 4,108 6,233 2 1.37% Deutsche Bank Securities, LLC 24,348 36,001 10 1.57% Totals $ 33,397 $ 48,605 The following table shows information about the amount at risk under the repurchase facilities (dollars in thousands): Amount at (1) Weighted Average Weighted Average As of September 30, 2015: CMBS Term Repurchase Facility Wells Fargo Bank, National Association $ 5,894 19 1.41% Residential Investments Term Repurchase Facility Wells Fargo Bank, National Association $ 505 356 2.75% CRE Term Repurchase Facilities Wells Fargo Bank, National Association $ 49,604 19 2.21% Morgan Stanley Bank, National Association $ 2,864 22 2.80% Short-Term Repurchase Agreements - CMBS Wells Fargo Securities, LLC $ 6,070 11 1.85% Deutsche Bank Securities, LLC $ 20,853 56 1.73% Residential Mortgage Financing Agreements Wells Fargo Bank $ 45,289 365 2.75% New Century Bank $ 12,119 334 2.82% As of December 31, 2014: CMBS Term Repurchase Facility Wells Fargo Bank, National Association $ 6,486 20 1.35% Residential Investments Term Repurchase Facility Wells Fargo Bank, National Association $ 5,017 1 1.16% CRE Term Repurchase Facilities Wells Fargo Bank, National Association $ 76,148 20 2.38% Deutsche Bank Securities, LLC $ 13,017 19 2.78% Short-Term Repurchase Agreements - CMBS Wells Fargo Securities, LLC $ 2,127 9 1.66% Deutsche Bank Securities, LLC $ 11,810 20 1.62% Residential Mortgage Financing Agreements New Century Bank $ 853 242 2.82% Wells Fargo Bank $ 6,902 183 2.75% (1) Equal to the estimated fair value of securities or loans sold, plus accrued interest income, minus the sum of repurchase agreement liabilities plus accrued interest expense. The Company is in compliance with all financial covenants as defined in the respective agreements as of September 30, 2015 . CRE – Term Repurchase Facility On September 20, 2015, RCC Real Estate's wholly-owned subsidiary, RCC Real Estate SPE 6 ("SPE 6"), entered into a master repurchase and securities agreement (the "Morgan Stanley Facility”) with Morgan Stanley Bank, NA to finance the origination of commercial real estate loans. The Company paid a commitment fee of 0.65% of the maximum facility amount, as well as other standard costs. The Morgan Stanley Facility has a maximum capacity of $250.0 million and an initial three year term that expires on September 10, 2018 with annual one year extension options, and an interest rate of one month LIBOR plus an applicable spread ranging from 2.25% to 2.75% . Morgan Stanley charges an unused fee of 0.50% if the average daily outstanding borrowings are less than or equal to 50% of the facility amount, and of 0.25% if the amount the average daily outstanding borrowings are greater than 50% but less than 65% of the facility amount. Morgan Stanley has agreed to waive this unused fee until January 2016. The Morgan Stanley Facility contains events of default (subject to certain materiality thresholds and grace periods) customary for this type of financing arrangement, including but not limited to: payment defaults; a change of control of SPE 6 or the Company; breaches of covenants and/or certain representations and warranties ; a judgment in an amount greater than $250,000 against SPE 6 or $15.0 million in the aggregate against the Company; or a default involving the failure to pay or acceleration of a monetary obligation in excess of $250,000 of SPE 6 or $15.0 million of the Company . The remedies for such events of default are also customary for this type of transaction and include the acceleration of the principal amount outstanding under the Morgan Stanley Facility and the liquidation of assets subject to the facility by Morgan Stanley. The Company and SPE 6 were in compliance with all financial covenants under the terms of the facility as of September 30, 2015 . Residential Investments – Term Repurchase Facility In June 2014, RSO entered into a master repurchase and securities agreement with Wells Fargo Bank, NA. The agreement allowed for the transfer of the Company’s rights, title and interest in certain residential mortgage backed securities and certificates of trust to Wells Fargo in exchange for the transfer of funds by Wells Fargo to RSO. The agreement also allows for Wells Fargo to transfer back to RSO those assets at either a certain date or on demand in exchange for the return of funds from RSO to Wells Fargo. Over the course of five amendments, the most recent of which was entered into with Wells Fargo on September 20, 2015, the Company extended the facility's termination date to September 20, 2016. Additionally, the amendments reduced the facility's maximum borrowing amount from a total of $285.0 million at December 31, 2014 to $30.0 million with respect to certificates of trust and zero with respect to residential mortgage backed securities. There were no other material changes to the agreement over the course of the five amendments. The facility currently charges a fee for unused balance of 25 basis points on the difference between a threshold equal to 40% of the maximum borrowing amount with respect to certificates of trust and the average daily borrowing balance of that month. Residential Mortgage Financing Agreements PCM has master repurchase agreements with New Century Bank d/b/a Customer's Bank ("New Century") and Wells Fargo Bank, NA ("Wells Fargo") to finance the acquisition of residential mortgage loans. In August 2015, PCM amended its agreement with New Century to extend the facility's termination date to August 29, 2016, with no other material changes made to the facility's terms. In September 2015, PCM amended its agreement with Wells Fargo to extend the facility's termination date to September 29, 2016, with no other material changes made to the facility's terms. PCM was in compliance with all financial covenant requirements under the New Century and Wells Fargo agreements as of September 30, 2015 . Senior Secured Revolving Credit Agreement On September 18, 2014, the Company's wholly-owned subsidiary, Northport LLC closed a $110.0 million syndicated senior secured revolving credit facility ("Northport Credit Facility") with JP Morgan as agent bank to finance the origination of middle market and syndicated loans. The availability under the Northport Credit Facility was increased to $125.0 million as of September 30, 2014 and again to $140.0 million with an additional commitment from ING Bank early in March 2015. During the second quarter 2015, the Company entered into the first and second amendments of the Northport Credit Facility which increased the original commitment from $225.0 million to $300.0 million and secured $85.0 million of additional availability, bringing the total available under the Northport Credit Facility to $225.0 million as of September 30, 2015 . As of September 30, 2015 , $162.0 million was outstanding on the Northport Credit Facility. Under the first amendment, both the ability to access draws on the Northport Credit Facility and maturity have been extended six months until March 31, 2018 and March 31, 2019 respectively. Under the terms of the second amendment, the interest rate margins over LIBOR 25 basis points. Accordingly, the Northport Credit Facility bears interest rates, at the Company's election, on a per annum basis equal to (i) the applicable LIBOR rate plus 2.75% or (ii) the applicable base rate (prime rate of 3.25% as of September 30, 2015 ) plus 1.75% . During the six month period following September 18, 2014, the Company was charged a commitment fee on any unused balance of 0.375% per annum if the unused balance was greater than 35% of the total commitment or 0.50% per annum if it was less than 35% of the total commitment. Following that period, the commitment fee on any unused balance became 0.375% per annum if the outstanding balance is greater than 35% of the total commitment or 1.00% per annum if the outstanding balance is 35% or less of the total commitment. At September 30, 2015 , there was an unused balance of $63.0 million on the facility. Amounts available to borrow under the Credit Facility are subject to compliance with a borrowing base computation that applies different advance rates to different types of assets held by Northport LLC that are pledged as collateral. Under the Northport Credit Facility, the Company has made certain customary representations and warranties and is required to comply with various covenants, including leverage restrictions, reporting requirements and other customary requirements for similar credit facilities. At September 30, 2015 , the Company is in compliance with all covenants under the agreement. The Company guarantees Northport LLC's performance of its obligations under the Northport Credit Facility. Contractual maturity dates of the Company's borrowings by category and year are present in the table below: Total 2015 2016 2017 2018 2019 and Thereafter CDOs $ 332,382 $ 57 $ — $ — $ — $ 332,325 CRE Securitizations 856,710 — — — — 856,710 Repurchase Agreements 276,921 175,168 101,753 — — — Unsecured Junior Subordinated Debentures 51,360 — — — — 51,360 6.0 % Convertible Notes 109,661 — — — 109,661 — 8.0 % Convertible Notes 95,115 — — — — 95,115 Senior Secured Revolving Credit Facility 158,742 — — — 158,742 Total $ 1,880,891 $ 175,225 $ 101,753 $ — $ 109,661 $ 1,494,252 |