BORROWINGS | NOTE 9 - 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 and trust preferred securities issuances. Certain information with respect to the Company's borrowings is summarized in the following table (in thousands, except percentages, time periods and amounts in footnotes): Principal Outstanding Unamortized Issuance Costs and Discounts Outstanding Borrowings Weighted Average Borrowing Rate Weighted Average Remaining Maturity Value of Collateral At September 30, 2018: RCC 2017-CRE5 Senior Notes $ 158,376 $ 2,312 $ 156,064 3.30% 15.8 years $ 277,156 XAN 2018-RSO6 Senior Notes 397,452 4,990 392,462 3.26% 16.7 years 514,225 Unsecured junior subordinated debentures 51,548 — 51,548 6.29% 17.9 years — 4.50% Convertible Senior Notes 143,750 14,313 129,437 4.50% 3.9 years — 6.00% Convertible Senior Notes 70,453 171 70,282 6.00% 62 days — 8.00% Convertible Senior Notes 21,182 295 20,887 8.00% 1.3 years — CRE - term repurchase facilities (1) 313,516 3,696 309,820 4.33% 1.9 years 452,697 Trust certificates - term repurchase facility (2) 47,438 319 47,119 6.11% 2.0 years 118,780 CMBS - short term repurchase agreements (3) 245,287 — 245,287 3.46% 38 days 341,289 Total $ 1,449,002 $ 26,096 $ 1,422,906 4.06% 7.9 years $ 1,704,147 Principal Outstanding Unamortized Issuance Costs and Discounts Outstanding Borrowings Weighted Average Borrowing Rate Weighted Average Remaining Maturity Value of Collateral At December 31, 2017: RCC 2015-CRE3 Senior Notes $ 85,788 $ 396 $ 85,392 4.50% 14.2 years $ 149,828 RCC 2015-CRE4 Senior Notes 90,883 407 90,476 3.65% 14.6 years 180,066 RCC 2017-CRE5 Senior Notes 244,280 3,493 240,787 2.51% 16.6 years 369,534 Unsecured junior subordinated debentures 51,548 — 51,548 5.49% 18.7 years — 4.50% Convertible Senior Notes 143,750 16,626 127,124 4.50% 4.6 years — 6.00% Convertible Senior Notes 70,453 928 69,525 6.00% 335 days — 8.00% Convertible Senior Notes 21,182 466 20,716 8.00% 2.0 years — CRE - term repurchase facilities (1) 292,511 1,013 291,498 3.82% 222 days 432,125 Trust certificates - term repurchase facilities (2) 76,714 570 76,144 5.97% 2.1 years 214,375 CMBS - short term repurchase agreements (3) 82,647 — 82,647 2.79% 14 days 131,522 CMBS - term repurchase facilities (4) 27,628 — 27,628 3.05% 121 days 38,060 Total $ 1,187,384 $ 23,899 $ 1,163,485 4.00% 7.3 years $ 1,515,510 (1) Principal outstanding includes accrued interest payable of $460,000 and $534,000 at September 30, 2018 and December 31, 2017 , respectively. (2) Principal outstanding includes accrued interest payable of $104,000 and $203,000 at September 30, 2018 and December 31, 2017 , respectively. (3) Principal outstanding includes accrued interest payable of $786,000 and $279,000 at September 30, 2018 and December 31, 2017 , respectively. (4) Principal outstanding includes accrued interest payable of $46,000 at December 31, 2017 . Securitizations The following table sets forth certain information with respect to the Company's consolidated securitizations at September 30, 2018 (in thousands): Securitization Closing Date Maturity Date End of Designated Principal Reinvestment Period (1) Total Note Paydowns Received from Closing Date through September 30, 2018 RCC 2017-CRE5 July 2017 July 2034 July 2020 $ 93,074 XAN 2018-RSO6 June 2018 June 2035 December 2020 $ — (1) The designated principal reinvestment period is the period in which principal repayments can be utilized to purchase loans held outside of the respective securitization that represent the funded commitments of existing collateral in the respective securitization that were not funded as of the date the respective securitization was closed. The investments held by the Company's securitizations collateralize the securitizations' borrowings and, as a result, are not available to the Company, its creditors, or stockholders. All senior notes of the securitizations held by the Company at September 30, 2018 and December 31, 2017 are eliminated in consolidation. RCC 2015-CRE3 In August 2018, a subsidiary of the Company exercised the optional redemption feature of Resource Capital Corp. 2015-CRE3, Ltd. ("RCC 2015-CRE3"), and all of the outstanding senior notes were paid off from the payoff proceeds of certain of the securitization's assets. RCC 2015-CRE4 In July 2018, a subsidiary of the Company exercised the optional redemption feature of Resource Capital Corp. 2015-CRE4, Ltd. ("RCC 2015-CRE4"), and all of the outstanding senior notes were paid off from the payoff proceeds of certain of the securitizations's assets. Repurchase and Credit Facilities Borrowings under the Company's repurchase agreements are guaranteed by the Company or one of its subsidiaries. The following table sets forth certain information with respect to the Company's repurchase agreements (in thousands, except percentages and amounts in footnotes): September 30, 2018 December 31, 2017 Outstanding Borrowings (1) Value of Collateral Number of Positions as Collateral Weighted Average Interest Rate Outstanding Borrowings (1) Value of Collateral Number of Positions as Collateral Weighted Average Interest Rate CRE - Term Repurchase Facilities Wells Fargo Bank, N.A. (2) $ 109,039 $ 170,355 10 4.21% $ 179,347 $ 268,003 19 3.68% Morgan Stanley Bank, N.A. (3) 67,886 113,831 5 4.76% 112,151 164,122 9 4.05% Barclays Bank PLC (4) 132,895 168,511 8 4.22% — — — —% Trust Certificates - Term Repurchase Facilities RSO Repo SPE Trust 2015 (5) — — — —% 26,548 89,121 2 6.98% RSO Repo SPE Trust 2017 (6) 47,119 118,780 2 6.11% 49,596 125,254 2 5.43% CMBS - Short-Term Repurchase Agreements RBC Capital Markets, LLC 201,635 266,182 31 3.46% 72,131 97,745 6 2.77% JP Morgan Securities LLC 32,718 61,380 12 3.42% 10,516 33,777 2 2.93% Deutsche Bank Securities Inc. (7) 10,934 13,727 10 3.61% — — — —% CMBS - Term Repurchase Facilities Wells Fargo Bank, N.A. — — — —% 12,272 14,984 8 2.45% Deutsche Bank AG (7) — — — —% 15,356 23,076 14 3.53% Total $ 602,226 $ 912,766 $ 477,917 $ 816,082 (1) Outstanding borrowings include accrued interest payable . (2) Includes $1.9 million and $565,000 of deferred debt issuance costs at September 30, 2018 and December 31, 2017 , respectively. (3) Includes $167,000 and $448,000 of deferred debt issuance costs at September 30, 2018 and December 31, 2017 , respectively. (4) Includes $1.6 million of deferred debt issuance costs at September 30, 2018 and no deferred debt issuance costs at December 31, 2017 . (5) Includes $133,000 of deferred debt issuance costs at December 31, 2017 . (6) Includes $233,000 and $320,000 of deferred debt issuance costs at September 30, 2018 and December 31, 2017 , respectively. (7) In May 2018, the facility's term was rolled from a one -year basis, with extensions at the buyer's option, to a three -month basis. At June 30, 2018, the facility was reclassified from CMBS - term repurchase facilities to CMBS - short term repurchase agreements. The following table shows information about the amount at risk under the repurchase facilities at September 30, 2018 (in thousands, except percentages and time periods): Amount at Risk (1) Weighted Average Remaining Weighted Average At September 30, 2018: CRE - Term Repurchase Facilities Wells Fargo Bank, N.A. $ 60,183 1.8 years 4.21% Morgan Stanley Bank, N.A. $ 46,322 345 days 4.76% Barclays Bank PLC $ 34,686 2.5 years 4.22% Trust Certificates - Term Repurchase Facility RSO Repo SPE Trust 2017 $ 71,439 2.0 years 6.11% CMBS - Short-Term Repurchase Agreements RBC Capital Markets, LLC $ 65,173 37 days 3.46% JP Morgan Securities LLC $ 28,828 33 days 3.42% Deutsche Bank Securities Inc. $ 2,831 57 days 3.61% (1) Equal to the total of the estimated fair value of securities or loans sold and accrued interest receivable , minus the total of the repurchase agreement liabilities and accrued interest payable . The Company was in compliance with all covenants in each of the respective agreements at September 30, 2018 . CRE - Term Repurchase Facilities In February 2012, a wholly-owned subsidiary of the Company entered into a master repurchase and securities agreement (the "2012 Facility") with Wells Fargo Bank, N.A. ("Wells Fargo") to finance the origination of CRE loans. In July 2018, the subsidiary entered into an amended and restated master repurchase agreement (the "2018 Facility"), in exchange for an extension fee and other reasonable costs, that maintained the $400.0 million maximum facility amount and extended the term of the facility to July 2020 with three one -year extension options exercisable at the Company's discretion. The 2018 Facility charges interest rates of one-month LIBOR plus spreads from 1.75% to 2.50% . The 2018 Facility, consistent with the 2012 Facility, contains customary events of default. The remedies for such events of default are also customary for this type of transaction and include the acceleration of all obligations of the Company to repay the purchase price for purchased assets. The 2018 Facility, consistent with the 2012 Facility, also contains margin call provisions relating to a decline in the market value of a security. Under these circumstances, Wells Fargo may require the Company to transfer cash in an amount sufficient to eliminate any margin deficit resulting from such a decline. Consistent with the guaranty agreement dated February 2012, the Company continues to guarantee the payment and performance of its subsidiaries' obligations to the lender through an amended and restated guaranty agreement dated in July 2018 (the "2018 Guaranty"), including all reasonable expenses that are incurred by the lender in connection with the enforcement of the 2018 Facility. The 2018 Guaranty includes covenants that, among other requirements, stipulate certain thresholds, including: required liquidity, required capital, total indebtedness to total equity, EBITDA to interest expense, and total indebtedness. In September 2015, an indirect wholly-owned subsidiary of the Company entered into a master repurchase and securities agreement (the "Morgan Stanley Facility") with Morgan Stanley Bank, N.A. ("Morgan Stanley") to finance the origination of CRE loans. In September 2018, the Company entered into an amendment to the Morgan Stanley Facility, which reduced its maximum capacity to $67.9 million and extended the maturity date through September 2019. In October 2018, an indirect wholly-owned subsidiary of the Company entered into a master repurchase agreement (the "JPMorgan Chase Facility") with JPMorgan Chase Bank, N.A. ("JPMorgan Chase") to finance the origination of CRE loans. The JPMorgan Chase Facility has a maximum facility amount of $250.0 million , charges interest of one-month LIBOR plus a spread between 2.00% and 2.25% and matures in October 2021 , subject to two one -year extension options in accordance with the facility's terms. The Company paid a structuring fee to JPMorgan Chase as well as other reasonable closing costs. The JPMorgan Chase Facility contains margin call provisions that provide JPMorgan Chase with certain rights if the value of purchased assets declines. Under these circumstances, JPMorgan Chase may require the Company to transfer cash in an amount necessary to eliminate such margin deficit or repurchase the asset(s) that resulted in the margin call. In connection with the JPMorgan Chase Facility, the Company guaranteed the payment and performance under the JPMorgan Chase Facility pursuant to a guarantee agreement (the "JPMorgan Chase Guarantee") subject to a limit of 25% of the then currently unpaid aggregate repurchase price of all purchased assets. The JPMorgan Chase Guarantee includes certain financial covenants required of the Company, including required liquidity, required capital, ratios of total indebtedness to equity and EBITDA requirements. Also, RCC Real Estate, the direct owner of the wholly-owned subsidiary, executed a pledge agreement with JPMorgan Chase pursuant to which it pledged and granted to JPMorgan Chase a continuing security interest in any and all of its right, title and interest in and to the wholly-owned subsidiary, including all distributions, proceeds, payments, income and profits from its interests in the wholly-owned subsidiary. The JPMorgan Chase Facility specifies events of default, subject to certain materiality thresholds and grace periods, customary for this type of financing arrangement. The remedies for such events of default are also customary for this type of financing arrangement and include the acceleration of the principal amount outstanding under the JPMorgan Chase Facility and the liquidation by JPMorgan Chase of purchased assets then subject to the JPMorgan Chase Facility. Trust Certificates - Term Repurchase Facilities In November 2015, a subsidiary entered into a repurchase and securities agreement (the "2015 Term Repurchase Trust Facility") with RSO Repo SPE Trust 2015, a structure that provides financing under a structured sale of trust certificates to qualified institutional buyers through an offering led by Wells Fargo Securities, LLC. In July 2018, the 2015 Term Repurchase Trust Facility was paid off as a result of the exercise of the optional redemption of RCC 2015-CRE4. Contractual maturity dates of the Company's borrowings' principal outstanding by category and year are presented in the table below at September 30, 2018 (in thousands): Total 2018 2019 2020 2021 2022 and Thereafter At September 30, 2018: CRE securitizations $ 555,828 $ — $ — $ — $ — $ 555,828 Unsecured junior subordinated debentures 51,548 — — — — 51,548 4.50% Convertible Senior Notes 143,750 — — — — 143,750 6.00% Convertible Senior Notes 70,453 70,453 — — — — 8.00% Convertible Senior Notes 21,182 — — 21,182 — — Repurchase and credit facilities 606,241 245,287 68,052 158,386 134,516 — Total $ 1,449,002 $ 315,740 $ 68,052 $ 179,568 $ 134,516 $ 751,126 |