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 (dollars in thousands, except amounts in footnotes): Principal Outstanding Unamortized Issuance Costs and Discounts Outstanding Borrowings Weighted Average Borrowing Rate Weighted Average Remaining Maturity Value of Collateral At June 30, 2019: XAN 2018-RSO6 Senior Notes $ 397,280 $ 3,629 $ 393,651 3.49 % 16.0 years $ 514,052 XAN 2019-RSO7 Senior Notes 575,811 6,079 569,732 3.69 % 16.8 years 687,168 Unsecured junior subordinated debentures 51,548 — 51,548 6.54 % 17.2 years — 4.50% Convertible Senior Notes 143,750 11,866 131,884 4.50 % 3.1 years — 8.00% Convertible Senior Notes 21,182 124 21,058 8.00 % 199 days — CRE - term repurchase facilities (1) 401,147 4,055 397,092 4.45 % 1.3 years 544,674 Trust certificates - term repurchase facility (2) 42,102 199 41,903 6.34 % 1.2 years 113,453 CMBS - short term repurchase agreements (3) 328,397 — 328,397 3.57 % 20 days 437,731 Total $ 1,961,217 $ 25,952 $ 1,935,265 4.02 % 9.2 years $ 2,297,078 Principal Outstanding Unamortized Issuance Costs and Discounts Outstanding Borrowings Weighted Average Borrowing Rate Weighted Average Remaining Maturity Value of Collateral At December 31, 2018: RCC 2017-CRE5 Senior Notes $ 109,250 $ 1,121 $ 108,129 3.76 % 15.6 years $ 228,031 XAN 2018-RSO6 Senior Notes 397,452 4,536 392,916 3.55 % 16.5 years 514,225 Unsecured junior subordinated debentures 51,548 — 51,548 6.61 % 17.7 years — 4.50% Convertible Senior Notes 143,750 13,504 130,246 4.50 % 3.6 years — 8.00% Convertible Senior Notes 21,182 238 20,944 8.00 % 1.0 year — CRE - term repurchase facilities (1) 512,716 5,269 507,447 4.47 % 2.0 years 696,215 Trust certificates - term repurchase facilities (2) 47,451 279 47,172 6.41 % 1.7 years 118,780 CMBS - short term repurchase agreements (3) 295,821 — 295,821 3.63 % 19 days 395,868 Total $ 1,579,170 $ 24,947 $ 1,554,223 4.21 % 6.9 years $ 1,953,119 (1) Principal outstanding includes accrued interest payable of $605,000 and $911,000 at June 30, 2019 and December 31, 2018, respectively. (2) Principal outstanding includes accrued interest payable of $96,000 and $118,000 at June 30, 2019 and December 31, 2018, respectively. (3) Principal outstanding includes accrued interest payable of $398,000 and $773,000 at June 30, 2019 and December 31, 2018, respectively. Securitizations The following table sets forth certain information with respect to the Company's consolidated securitizations at June 30, 2019 (in thousands): Closing Date Maturity Date End of Designated Principal Reinvestment Period (1) Total Note Paydowns Received from Closing Date through June 30, 2019 RCC 2017-CRE5 (2) July 2017 July 2034 July 2020 $ 251,449 XAN 2018-RSO6 June 2018 June 2035 December 2020 $ 172 XAN 2019-RSO7 April 2019 April 2036 April 2022 $ — (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. (2) The remaining outstanding balance of third-party owned notes of Resource Capital Corp. 2017-CRE5, Ltd. ("RCC 2017-CRE5") were paid off in May 2019. 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 June 30, 2019 and December 31, 2018 were eliminated in consolidation. RCC 2017-CRE5 In July 2017, the Company closed RCC 2017-CRE5, a $376.7 million CRE securitization transaction that provided financing for transitional CRE loans. In May 2019, the Company paid off all of the outstanding, third-party owned senior notes from the payoff proceeds of certain of the securitization's assets. In July 2019, the Company exercised the optional redemption feature of the securitization. XAN 2019-RSO7 In April 2019, the Company closed Exantas Capital Corp. 2019-RSO7, Ltd. ("XAN 2019-RSO7"), a $687.2 million CRE debt securitization transaction that provided financing for CRE loans. XAN 2019-RSO7 issued a total of $585.8 million of non-recourse, floating-rate notes at par, of which RCC RE purchased $10.0 million, or approximately 20%, of the Class D notes. Additionally, RCC RE purchased 100% of the Class E and Class F notes and a subsidiary of RCC RE purchased 100% of the outstanding preference shares. The notes purchased by RCC RE are subordinated in right of payment to all other senior notes issued by XAN 2019-RSO7, but are senior in right of payment to the preference shares. The preference shares are subordinated in right of payment to all other securities issued by XAN 2019-RSO7. At closing, the senior notes issued to investors consisted of the following classes: (i) $390.0 million of Class A notes bearing interest at one-month LIBOR plus 1.00%, increasing to 1.25% in April 2024; (ii) $70.4 million of Class A-S notes bearing interest at one-month LIBOR plus 1.50%, increasing to 1.75% in April 2024; (iii) $33.5 million of Class B notes bearing interest at one-month LIBOR plus 1.70%, increasing to 2.20% in May 2024; (iv) $42.9 million of Class C notes bearing interest at one-month LIBOR plus 2.05%, increasing to 2.55% in June 2024; and (v) $49.0 million of Class D notes bearing interest at one-month LIBOR plus 2.70%, increasing to 3.20% in July 2024. All of the notes issued mature in April 2036, although the Company has the right to call the notes anytime after May 2021. Principal repayments received, after closing and ending in April 2022, may be used to purchase funding participations with respect to existing collateral held outside of the securitization. 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 (dollars in thousands, except amounts in footnotes): June 30, 2019 December 31, 2018 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) $ 247,517 $ 335,812 32 4.37 % $ 154,478 $ 226,530 13 4.33 % Morgan Stanley Bank, N.A. (3) 37,137 62,665 3 5.03 % 37,113 62,457 3 5.09 % Barclays Bank PLC (4) 65,628 84,209 8 4.59 % 240,416 308,389 11 4.51 % JPMorgan Chase Bank, N.A. (5) 46,810 61,988 3 4.22 % 75,440 98,839 5 4.30 % Trust Certificates - Term Repurchase Facilities RSO Repo SPE Trust 2017 (6) 41,903 113,453 2 6.34 % 47,172 118,780 2 6.41 % CMBS - Short-Term Repurchase Agreements RBC Capital Markets, LLC 216,167 276,512 30 3.55 % 246,476 313,644 33 3.64 % JP Morgan Securities LLC 89,560 118,345 18 3.57 % 42,040 73,066 13 3.57 % Deutsche Bank Securities Inc. 22,670 42,874 5 3.75 % 7,305 9,158 5 3.98 % Total $ 767,392 $ 1,095,858 $ 850,440 $ 1,210,863 (1) Outstanding borrowings include accrued interest payable. (2) Includes $1.1 million and $1.6 million of deferred debt issuance costs at June 30, 2019 and December 31, 2018, respectively. (3) Includes $137,000 and $167,000 of deferred debt issuance costs at June 30, 2019 and December 31, 2018, respectively. (4) Includes $1.1 million and $1.5 million of deferred debt issuance costs at June 30, 2019 and December 31, 2018, respectively. ( 5 ) Includes $1.6 million and $2.0 million of deferred debt issuance costs at June 30, 2019 and December 31, 2018, respectively. (6) Includes $146,000 and $204,000 of deferred debt issuance costs at June 30, 2019 and December 31, 2018, respectively. The following table shows information about the amount at risk under the repurchase facilities at June 30, 2019 (dollars in thousands): Amount at Risk (1) Weighted Average Remaining Maturity Weighted Average Interest Rate At June 30, 2019: CRE - Term Repurchase Facilities Wells Fargo Bank, N.A. $ 88,544 1.1 years 4.37 % Morgan Stanley Bank, N.A. $ 25,690 72 days 5.03 % Barclays Bank PLC $ 17,739 1.8 years 4.59 % JPMorgan Chase Bank, N.A. $ 13,631 2.3 years 4.22 % Trust Certificates - Term Repurchase Facility RSO Repo SPE Trust 2017 $ 71,440 1.2 years 6.34 % CMBS - Short-Term Repurchase Agreements RBC Capital Markets, LLC $ 60,817 20 days 3.55 % JP Morgan Securities LLC $ 29,118 12 days 3.57 % Deutsche Bank Securities Inc. $ 20,295 49 days 3.75 % (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 June 30, 2019. CRE - Term Repurchase Facilities In July 2018, the Company's wholly-owned subsidiary entered into an amended and restated master agreement (the "2018 Facility") with Wells Fargo Bank, N.A. ("Wells Fargo") to finance the origination and acquisition of CRE loans. In May 2019, the Company executed an amendment of the 2018 Facility, amending certain terms to add an available loan servicer and to update references in connection with an amended fee letter. Trust Certifications - Term Repurchase Facility In September 2017, the Company's wholly-owned subsidiary entered into a repurchase and securities agreement (the "2017 Term Repurchase Trust Facility") with RSO Repo SPE Trust 2017. In July 2019, the Company paid off the outstanding balance of the 2017 Term Repurchase Trust Facility in connection with the redemption of RCC 2017-CRE5. Contractual maturity dates of the Company's borrowings' principal outstanding by category and year are presented in the table below (in thousands): Total 2019 2020 2021 2022 2023 and Thereafter At June 30, 2019: CRE securitizations $ 973,091 $ — $ — $ — $ — $ 973,091 Unsecured junior subordinated debentures 51,548 — — — — 51,548 4.50% Convertible Senior Notes 143,750 — — — 143,750 — 8.00% Convertible Senior Notes 21,182 — 21,182 — — — Repurchase and credit facilities 771,646 365,671 290,750 115,225 — — Total $ 1,961,217 $ 365,671 $ 311,932 $ 115,225 $ 143,750 $ 1,024,639 |