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 September 30, 2019: XAN 2018-RSO6 Senior Notes $ 315,010 $ 2,668 $ 312,342 3.19 % 15.7 years $ 431,782 XAN 2019-RSO7 Senior Notes 575,711 5,543 570,168 3.32 % 16.6 years 687,068 Unsecured junior subordinated debentures 51,548 — 51,548 6.24 % 16.9 years — 4.50% Convertible Senior Notes 143,750 11,010 132,740 4.50 % 2.9 years — 8.00% Convertible Senior Notes 21,182 67 21,115 8.00 % 107 days — CRE - term repurchase facilities (1) 475,706 3,316 472,390 4.09 % 1.3 years 635,084 CMBS - short term repurchase agreements (2) 327,123 — 327,123 3.18 % 21 days 427,534 Total $ 1,910,030 $ 22,604 $ 1,887,426 3.69 % 8.6 years $ 2,181,468 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 (3) 47,451 279 47,172 6.41 % 1.7 years 118,780 CMBS - short term repurchase agreements (2) 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 $738,000 and $911,000 at September 30, 2019 and December 31, 2018, respectively. (2) Principal outstanding includes accrued interest payable of $432,000 and $773,000 at September 30, 2019 and December 31, 2018, respectively. ( 3 ) Principal outstanding includes accrued interest payable of $118,000 at December 31, 2018. Securitizations The following table sets forth certain information with respect to the Company's consolidated securitizations at September 30, 2019 (in thousands): Closing Date Maturity Date End of Designated Principal Reinvestment Period (1) Total Note Paydowns Received from Closing Date through September 30, 2019 XAN 2018-RSO6 June 2018 June 2035 December 2020 $ 82,442 XAN 2019-RSO7 April 2019 April 2036 April 2022 $ 100 (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, 2019 and December 31, 2018 were eliminated in consolidation. RCC 2017-CRE5 In July 2017, the Company closed Resource Capital Corp. 2017-CRE5, Ltd. ( " " Corporate Debt 4.50% Convertible Senior Notes and 8.00% Convertible Senior Notes The Company issued $100.0 million aggregate principal of its 8.00% convertible senior notes due 2020 ("8.00% Convertible Senior Notes") and $143.8 million aggregate principal of its 4.50% convertible senior notes due 2022 ("4.50% Convertible Senior Notes") in January 2015 and August 2017, respectively (together, the "Convertible Senior Notes"). In conjunction with the issuance of the 4.50% Convertible Senior Notes, the Company extinguished $78.8 million of aggregate principal of its 8.00% Convertible Senior Notes. The following table summarizes the Convertible Senior Notes at September 30, 2019 (dollars in thousands, except the conversion prices and amounts in the footnotes): Principal Outstanding Borrowing Rate Effective Rate (1) Conversion Rate (2)(3) Conversion Price (3) Maturity Date 4.50% Convertible Senior Notes $ 143,750 4.50 % 7.43 % 81.9466 $ 12.20 August 15, 2022 8.00% Convertible Senior Notes $ 21,182 8.00 % 9.13 % 46.8604 $ 21.34 January 15, 2020 (1) Includes the amortization of the market discounts and deferred debt issuance costs, if any, for the Convertible Senior Notes recorded in interest expense on the consolidated statements of operations. (2) Represents the number of shares of common stock per $1,000 principal amount of the Convertible Senior Notes' principal outstanding, subject to adjustment as provided in the Second Supplemental Indenture (the "8.00% Convertible Senior Notes Indenture") and the Third Supplemental Indenture (the "4.50% Convertible Senior Notes Indenture"). (3) The conversion rate and conversion price of the 4.50% Convertible Senior Notes at September 30, 2019 are adjusted to reflect quarterly cash dividends in excess of a $0.10 dividend threshold, as defined in the 4.50% Convertible Senior Notes Indenture. The split-adjusted dividend threshold of $0.64, as defined in the 8.00% Convertible Senior Notes Indenture, was not exceeded for the three and nine months ended September 30, 2019 and 2018. The Convertible Senior Notes are convertible at the option of the holder at any time up until one business day before the respective maturity date and may be settled in cash, the Company's common stock or a combination of cash and the Company's common stock, at the Company's election. The Company may not redeem the Convertible Senior Notes prior to maturity. The closing price of the Company's common stock was $11.37 on September 30, 2019, which did not exceed the conversion price of either of its Convertible Senior Notes at September 30, 2019. 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): September 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) $ 201,920 $ 268,965 30 4.04 % $ 154,478 $ 226,530 13 4.33 % Morgan Stanley Bank, N.A. (3) 37,274 62,664 3 4.66 % 37,113 62,457 3 5.09 % Barclays Bank PLC (4) 104,716 135,649 13 4.30 % 240,416 308,389 11 4.51 % JPMorgan Chase Bank, N.A. (5) 128,480 167,806 10 3.84 % 75,440 98,839 5 4.30 % Trust Certificates - Term Repurchase Facilities RSO Repo SPE Trust 2017 (6) — — — — % 47,172 118,780 2 6.41 % CMBS - Short-Term Repurchase Agreements Deutsche Bank Securities Inc. 30,774 51,075 5 3.39 % 7,305 9,158 5 3.98 % JP Morgan Securities LLC 52,245 66,917 15 3.16 % 42,040 73,066 13 3.57 % Barclays Capital Inc. 73,813 93,931 5 3.11 % — — — — % RBC Capital Markets, LLC 170,291 215,611 26 3.18 % 246,476 313,644 33 3.64 % Total $ 799,513 $ 1,062,618 $ 850,440 $ 1,210,863 (1) Outstanding borrowings include accrued interest payable. (2) Includes $869,000 and $1.6 million of deferred debt issuance costs at September 30, 2019 and December 31, 2018, respectively. (3) Includes $167,000 of deferred debt issuance costs at December 31, 2018. There were no deferred debt issuance costs at September 30, 2019. (4) Includes $979,000 and $1.5 million of deferred debt issuance costs at September 30, 2019 and December 31, 2018, respectively. ( 5 ) Includes $1.5 million and $2.0 million of deferred debt issuance costs at September 30, 2019 and December 31, 2018, respectively. (6) Includes $204,000 of deferred debt issuance costs at December 31, 2018. There were no deferred debt issuance costs at September 30, 2019. The following table shows information about the amount at risk under the repurchase facilities at September 30, 2019 (dollars in thousands): Amount at Risk (1) Weighted Average Remaining Maturity Weighted Average Interest Rate At September 30, 2019: CRE - Term Repurchase Facilities Wells Fargo Bank, N.A. $ 67,223 295 days 4.04 % Morgan Stanley Bank, N.A. (2) $ 25,722 31 days 4.66 % Barclays Bank PLC $ 30,567 1.5 years 4.30 % JPMorgan Chase Bank, N.A. $ 38,506 2.1 years 3.84 % CMBS - Short-Term Repurchase Agreements Deutsche Bank Securities Inc. $ 20,428 41 days 3.39 % JP Morgan Securities LLC $ 14,879 16 days 3.16 % Barclays Capital Inc. $ 20,303 16 days 3.11 % RBC Capital Markets, LLC $ 45,667 21 days 3.18 % (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. (2) This facility was paid in full in October 2019. The Company was in compliance with all financial covenants in each of the respective agreements at September 30, 2019. CRE - Term Repurchase Facilities In September 2015, the Company's wholly-owned subsidiary entered into a master repurchase and securities agreement (the "Morgan Stanley Facility") with Morgan Stanley Bank, N.A. to finance the origination of CRE loans. In September 2019, the Company executed an amendment of the Morgan Stanley Facility, which reduced its maximum capacity to $37.2 million and extended the maturity date through October 2019, at which time it was repaid in full. 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. CMBS - Short-Term Repurchase Agreements In February 2013, the Company's wholly-owned subsidiary entered into a master repurchase agreement (the "Barclays Capital Facility") 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 September 30, 2019: CRE securitizations $ 890,721 $ — $ — $ — $ — $ 890,721 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 (1) 802,829 364,397 202,789 235,643 — — Total $ 1,910,030 $ 364,397 $ 223,971 $ 235,643 $ 143,750 $ 942,269 (1) Includes accrued interest payable in the balances of principal outstanding. |