BORROWINGS | NOTE 10 - 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 December 31, 2019: XAN 2018-RSO6 Senior Notes $ 177,118 $ 1,352 $ 175,766 3.17% 15.5 years $ 293,890 XAN 2019-RSO7 Senior Notes 575,679 5,007 570,672 3.03% 16.3 years 687,037 Unsecured junior subordinated debentures 51,548 — 51,548 5.90% 16.7 years — 4.50% Convertible Senior Notes 143,750 10,137 133,613 4.50% 2.6 years — 8.00% Convertible Senior Notes 21,182 9 21,173 8.00% 15 days — CRE - term repurchase facilities (1) 547,619 2,714 544,905 3.71% 1.2 years 705,221 CMBS - short term repurchase agreements (2) 374,900 — 374,900 2.87% 21 days 484,398 Total $ 1,891,796 $ 19,219 $ 1,872,577 3.45% 7.4 years $ 2,170,546 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 facility (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 $810,000 and $911,000 at December 31, 2019 and 2018, respectively. (2) Principal outstanding includes accrued interest payable of $470,000 and $773,000 at December 31, 2019 and 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 December 31, 2019 (in thousands): Closing Date Maturity Date End of Designated Principal Reinvestment Period (1) Total Note Paydowns from Closing Date through December 31, 2019 XAN 2018-RSO6 June 2018 June 2035 December 2020 $ 220,334 XAN 2019-RSO7 April 2019 April 2036 April 2022 $ 132 (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 December 31, 2019 and 2018 were eliminated in consolidation. RCC 2014-CRE2 In July 2014, the Company closed Resource Capital Corp. 2014-CRE2, Ltd. ( “ ”) RCC 2015-CRE3 In February 2015, the Company closed Resource Capital Corp. 2015-CRE3, Ltd. (“RCC 2015-CRE3”) RCC 2015-CRE4 In August 2015, the Company closed Resource Capital Corp. 2015-CRE4, Ltd. (“RCC 2015-CRE4”) RCC 2017-CRE5 In July 2017, the Company closed Resource Capital Corp. 2017-CRE5, Ltd. (“RCC 2017-CRE5”) XAN 2018-RSO6 In June 2018, the Company closed Exantas Capital Corp. 2018-RSO6, Ltd. (“XAN 2018-RSO6”) At closing, the senior notes issued to investors consisted of the following classes: (i) $290.5 million of Class A notes bearing interest at one-month LIBOR plus 0.83%, increasing to 1.08% in May 2023; (ii) $39.2 million of Class B notes bearing interest at one-month LIBOR plus 1.15%, increasing to 1.65% in July 2023; (iii) $30.2 million of Class C notes bearing interest at one-month LIBOR plus 1.85%, increasing to 2.35% in July 2023; (iv) $45.0 million of Class D notes bearing interest at one-month LIBOR plus 2.50%, increasing to 3.00% in September 2023; (v) $18.0 million of Class E notes bearing interest at one-month LIBOR plus 4.00%; and (vi) $21.9 million of Class F notes bearing interest at one-month LIBOR plus 5.00%. All of the notes issued mature in June 2035, although the Company has the right to call the notes any time after July 2020 until maturity. 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 20.4%, 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. Corporate Debt Unsecured Junior Subordinated Debentures During 2006, the Company formed RCT I and RCT II for the sole purpose of issuing and selling capital securities representing preferred beneficial interests. RCT I and RCT II are not consolidated into the Company’s consolidated financial statements because the Company is not deemed to be the primary beneficiary of these entities. In connection with the issuance and sale of the capital securities, the Company issued junior subordinated debentures to RCT I and RCT II of $25.8 million each, representing the Company’s maximum exposure to loss. The debt issuance costs associated with the junior subordinated debentures for RCT I and RCT II were included in borrowings and were amortized into interest expense on the consolidated statements of operations using the effective yield method over a ten year period. There were no unamortized debt issuance costs associated with the junior subordinated debentures for RCT I and RCT II outstanding at December 31, 2019 and 2018. The interest rates for RCT I and RCT II, at December 31, 2019, were 5.91% and 5.89%, respectively. The interest rates for RCT I and RCT II, at December 31, 2018, were 6.75% and 6.47%, respectively. The rights of holders of common securities of RCT I and RCT II are subordinate to the rights of the holders of capital securities only in the event of a default; otherwise, the common securities’ economic and voting rights are pari passu with the capital securities. The capital and common securities of RCT I and RCT II are subject to mandatory redemption upon the maturity or call of the junior subordinated debentures held by each. Unless earlier dissolved, RCT I will dissolve in May 2041 and RCT II will dissolve in September 2041. The junior subordinated debentures are the sole assets of RCT I and RCT II, which mature in June 2036 and October 2036, respectively, and may currently be called at par. 4.50% Convertible Senior Notes, 6.00% 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”) due 2018 (“6.00% Convertible Senior Notes”) The following table summarizes the Convertible Senior Notes at December 31, 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 % 83.1676 $ 12.02 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 December 31, 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 years ended December 31, 2019, 2018 and 2017. In January 2020, the 8.00% Convertible Senior Notes were paid off upon maturity. The 4.50% Convertible Senior Notes are convertible at the option of the holder at any time up until one business day before the 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 4.50% Convertible Senior Notes prior to maturity. The closing price of the Company’s common stock was $11.81 on December 31, 2019, which did not exceed the conversion price of its 4.50% Convertible Senior Notes at December 31, 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): December 31, 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) $ 225,217 $ 291,903 28 3.70% $ 154,478 $ 226,530 13 4.33% Morgan Stanley Bank, N.A. (3) — — — —% 37,113 62,457 3 5.09% Barclays Bank PLC (4) 111,881 145,035 14 3.99% 240,416 308,389 11 4.51% JPMorgan Chase Bank, N.A. (5) 207,807 268,283 17 3.56% 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. 37,141 57,331 6 3.13% 7,305 9,158 5 3.98% JP Morgan Securities LLC 33,703 42,075 13 2.87% 42,040 73,066 13 3.57% Barclays Capital Inc. 87,643 112,939 7 2.82% — — — —% RBC Capital Markets, LLC 34,829 47,081 5 2.96% 246,476 313,644 33 3.64% RBC (Barbados) Trading Bank Corporation 181,584 224,972 30 2.82% — — — —% Total $ 919,805 $ 1,189,619 $ 850,440 $ 1,210,863 (1) Outstanding borrowings include accrued interest payable. (2) Includes $607,000 and $1.6 million of deferred debt issuance costs at December 31, 2019 and 2018, respectively. (3) Includes $167,000 of deferred debt issuance costs at December 31, 2018. There were no deferred debt issuance costs at December 31, 2019. (4) Includes $817,000 and $1.5 million of deferred debt issuance costs at December 31, 2019 and 2018, respectively. (5) Includes $1.3 million and $2.0 million of deferred debt issuance costs at December 31, 2019 and 2018, respectively. (6) Includes $204,000 of deferred debt issuance costs at December 31, 2018. There were no deferred debt issuance costs at December 31, 2019. The following table shows information about the amount at risk under the repurchase facilities (dollars in thousands): Amount at Risk (1) Weighted Average Remaining Maturity Weighted Average Interest Rate At December 31, 2019: CRE - Term Repurchase Facilities Wells Fargo Bank, N. A. $ 67,007 203 days 3.70% Barclays Bank PLC $ 32,967 1.3 years 3.99% JPMorgan Chase Bank, N. A. $ 60,159 1.8 years 3.56% CMBS - Short-Term Repurchase Agreements Deutsche Bank Securities Inc. $ 20,329 42 days 3.13% JP Morgan Securities LLC $ 8,512 18 days 2.87% Barclays Capital Inc. $ 25,532 17 days 2.82% RBC Capital Markets, LLC $ 12,341 17 days 2.96% RBC (Barbados) Trading Bank Corporation $ 43,722 20 days 2.82% (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 financial covenants in each of the respective agreements at December 31, 2019. CRE - Term Repurchase Facilities In February 2012, a wholly-owned subsidiary 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 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, the Company’s wholly-owned subsidiary 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. The Company entered into three amendments to the Morgan Stanley Facility, the third of which was entered into in September 2019, which ultimately reduced its maximum capacity to $37.2 million and extended the maturity date through October 2019, at which time it was repaid in full. In April 2018, the Company’s indirect wholly-owned subsidiary entered into a master repurchase agreement (the “Barclays Facility”) with Barclays Bank PLC (“Barclays”) to finance the Company’s core CRE lending business. The Barclays Facility has a maximum facility amount of $250.0 million, charges interest of one-month LIBOR plus a spread between 2.00% and 2.50% and matures in April 2021, subject to certain one-year The Barclays Facility contains margin call provisions that provide Barclays with certain rights when there has been a decline in the value of purchased assets. Under these circumstances, Barclays may require the Company to transfer cash in an amount necessary to eliminate such margin deficit or repurchase the asset that resulted in the margin call. In connection with the Barclays Facility, the Company fully guaranteed all payments and performance under the Barclays Facility pursuant to a guaranty agreement (the “ Barclays Guaranty ” ). The Barclays Guaranty includes certain financial covenants required of the Company, including required liquidity, required capital, ratios of total indebtedness to equity and EBITDA requirements. Also, RCC RE, the direct owner of the wholly-owned subsidiary borrower , executed a pledge and security agreement with Barclays whereby it agreed to pledge and grant to Barclays 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 Barclays , subject to certain materiality thresholds and grace periods, customary for this type of financing arrangement. principal outstanding under Barclay liquidation by Barclays of purchased assets then subject to the Barclays 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 one-year 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 RE, the direct owner of the wholly-owned subsidiary borrower, 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 2015”) 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 (“Wells Fargo Securities”). 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. In September 2017, a subsidiary entered into a repurchase and securities agreement (the “2017 Term Repurchase Trust Facility”) with RSO Repo SPE Trust 2017, a structure that provides financing under a structured sale of trust certificates to qualified institutional buyers through an offering led by Wells Fargo Securities. 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 March 2005, a subsidiary entered into a master repurchase agreement with Deutsche Bank Securities Inc. to finance the purchase of CMBS and the origination of CRE loans. There is no stated maximum amount or maturity date of the facility and the repurchase agreement includes monthly resets of interest rates. In February 2012, a subsidiary entered into a master repurchase and securities agreement with Wells Fargo Securities to finance the purchase of CMBS. There is no stated maximum amount of the facility or maturity date and the repurchase agreement includes monthly resets of interest rates. The Company guaranteed the subsidiary’s performance of its obligations under the repurchase agreement. In November 2012, a subsidiary entered into a master repurchase and securities agreement (the “ JP Morgan Securities Facility ” ) with JP Morgan Securities LLC to finance the purchase of CMBS. In April 2017, the Company entered into the first amendment of the JP Morgan Securities Facility which amended the minimum shareholder ’ s equity of the guarantor and maximum leverage ratio covenants. In February 2013, the Company’s wholly-owned subsidiary entered into a master repurchase agreement (the “Barclays Capital Facility”) In August 2017, a subsidiary entered into a master repurchase and securities agreement with RBC Capital Markets, LLC to finance the purchase of CMBS. In October 2019, a subsidiary entered into a master repurchase and securities agreement with RBC (Barbados) Trading Bank Corporation to finance the purchase of CMBS. CMBS - Term Repurchase Facilities In February 2011, two of the Company’s wholly-owned subsidiaries entered into a master repurchase and securities contract (the “2011 Facility”) and a guaranty agreement (the “2011 Guaranty”) with Wells Fargo. In March 2018, the Company paid off the 2011 Facility and allowed it to mature on March 31, 2018. Contractual maturity dates of the Company’s borrowings’ principal outstanding by category and year are presented in the table below (in thousands): Total 2020 2021 2022 2023 2024 and Thereafter At December 31, 2019: CRE securitizations $ 752,797 $ — $ — $ — $ — $ 752,797 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) 922,519 600,724 321,795 — — — Total $ 1,891,796 $ 621,906 $ 321,795 $ 143,750 $ — $ 804,345 (1) Includes accrued interest payable in the balances of principal outstanding. |