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 warehouse financing 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 March 31, 2020: XAN 2018-RSO6 Senior Notes $ 123,849 $ 697 $ 123,152 2.49 % 15.2 years $ 240,622 XAN 2019-RSO7 Senior Notes 580,514 4,471 576,043 2.12 % 16.1 years 681,871 XAN 2020-RSO8 Senior Notes 393,280 5,552 387,728 2.11 % 14.9 years 522,631 Unsecured junior subordinated debentures 51,548 — 51,548 5.52 % 16.4 years — 4.50% Convertible Senior Notes 143,750 9,258 134,492 4.50 % 2.4 years — CRE - term warehouse financing facilities (1)(2) 278,226 2,118 276,108 2.84 % 253 days 382,377 CMBS - short term repurchase agreements (3)(4) 175,861 — 175,861 — % 18 days 175,861 Total $ 1,747,028 $ 22,096 $ 1,724,932 2.60 % 10.6 years $ 2,003,362 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 warehouse financing facilities (1) 547,619 2,714 544,905 3.71 % 1.2 years 705,221 CMBS - short term repurchase agreements (3) 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 (1) Principal outstanding includes accrued interest payable of $308,000 and $810,000 at March 31, 2020 and December 31, 2019, respectively. (2) Between April 2020 and May 2020, CRE - term warehouse financing facilities paid down by $40.2 million. (3 ) Principal outstanding includes accrued interest payable of $470,000 at December 31, 2019. There was no accrued interest payable at March 31, 2020. (4 ) Value of the collateral includes unrestricted cash of $4.9 million at March 31, 2020. CMBS - short-term repurchase agreements were repaid in full in April 2020. Securitizations The following table sets forth certain information with respect to the Company’s consolidated securitizations at March 31, 2020 (in thousands): Closing Date Maturity Date End of Designated Principal Reinvestment Period (1) Total Note Paydowns Received from Closing Date through March 31, 2020 XAN 2018-RSO6 June 2018 June 2035 December 2020 $ 273,603 XAN 2019-RSO7 April 2019 April 2036 April 2022 $ 5,298 XAN 2020-RSO8 March 2020 March 2035 March 2023 $ — (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 March 31, 2020 and December 31, 2019 were eliminated in consolidation. XAN 2020 - RSO8 In March 2020, the Company closed Exantas Capital Corp. 2020-RSO8, Ltd. (“XAN 2020-RSO8”), a $522.6 million CRE debt securitization transaction that provided financing for CRE loans. XAN 2020-RSO8 issued a total of $435.7 million of non-recourse, floating-rate notes at par, of which RCC RE purchased 100% of the Class D and Class E notes. The Company’s investments in the Class D and Class E notes were financed by CMBS short-term repurchase agreements and were sold in conjunction with the disposition of the Company’s CMBS portfolio in April 2020 (See Note 7). Additionally, RCC RE purchased 100% of the Class F and Class G 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 2020-RSO8, 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 2020-RSO8. At closing, the senior notes issued to investors consisted of the following classes: (i) $295.3 million of Class A notes bearing interest at one-month LIBOR plus 1.15%, increasing to 1.40% in November 2024; (ii) $39.2 million of Class A-S notes bearing interest at one-month LIBOR plus 1.45%, increasing to 1.70% in December 2024; (iii) $26.1 million of Class B notes bearing interest at one-month LIBOR plus 1.75%, increasing to 2.25% in January 2025; (iv) $32.7 million of Class C notes bearing interest at one-month LIBOR plus 2.15%, increasing to 2.65% in January 2025; (v) $26.1 million of Class D notes bearing interest at one-month LIBOR plus 2.50%, increasing to 3.00% in February 2025; and (vi) $16.3 million of Class E notes bearing interest at one-month LIBOR plus 2.80%, increasing to 3.30% in February 2025. All of the notes issued mature in March 2035, although the Company has the right to call the notes anytime after March 2022. Principal repayments received, after closing and ending in March 2023, may be used to purchase funding participations with respect to existing collateral held outside of the securitization. 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. 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. In January 2020, the remaining 8.00% Convertible Senior notes were paid off upon maturity. The following table summarizes the 4.50% Convertible Senior Notes at March 31, 2020 (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 (1) Includes the amortization of the market discounts and deferred debt issuance costs, if any, for the 4.50% 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 4.50% Convertible Senior Notes’ principal outstanding, subject to adjustment as provided in 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 March 31, 2020 are adjusted to reflect quarterly cash distributions in excess of a $0.10 distribution threshold, as defined in the 4.50% Convertible Senior Notes Indenture. The 4.50% 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 4.50% Convertible Senior Notes prior to maturity. The closing price of the Company’s common stock was $2.76 on March 31, 2020, which did not exceed the conversion price of its 4.50% Convertible Senior Notes at March 31, 2020. Term Warehouse Financing Facilities and Repurchase Agreements Borrowings under the Company’s term warehouse facilities and 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 term warehouse financing facilities and repurchase agreements (dollars in thousands, except amounts in footnotes): March 31, 2020 December 31, 2019 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 Warehouse Financing Facilities (2) Wells Fargo Bank, N.A. (3) $ 145,547 $ 191,046 24 2.73 % $ 225,217 $ 291,903 28 3.70 % Barclays Bank PLC (4) 109,421 159,108 14 3.02 % 111,881 145,035 14 3.99 % JPMorgan Chase Bank, N.A. (5) 21,140 32,223 3 2.65 % 207,807 268,283 17 3.56 % CMBS - Short-Term Repurchase Agreements (6) Deutsche Bank Securities Inc. 8,181 8,181 — — % 37,141 57,331 6 3.13 % JP Morgan Securities LLC 42,510 42,510 10 — % 33,703 42,075 13 2.87 % Barclays Capital Inc. 101,219 101,219 10 — % 87,643 112,939 7 2.82 % RBC Capital Markets, LLC 13,366 13,366 — — % 34,829 47,081 5 2.96 % RBC (Barbados) Trading Bank Corporation 10,585 10,585 — — % 181,584 224,972 30 2.82 % Total $ 451,969 $ 558,238 $ 919,805 $ 1,189,619 (1) Outstanding borrowings include accrued interest payable. (2) Between April 2020 and May 2020, CRE - term warehouse financing facilities paid down by $40.2 million. (3 ) Includes $347,000 and $607,000 of deferred debt issuance costs at March 31, 2020 and December 31, 2019, respectively. (4 ) Includes $657,000 and $817,000 of deferred debt issuance costs at March 31, 2020 and December 31, 2019, respectively. ( 5 ) Includes $1.1 million and $1.3 million of deferred debt issuance costs at March 31, 2020 and December 31, 2019, respectively. (6 ) Value of the collateral includes unrestricted cash of $4.9 million at March 31, 2020. CMBS - short-term agreements were repaid in full in April 2020. The following table shows information about the amount at risk under the repurchase facilities at March 31, 2020 (dollars in thousands): Amount at Risk (1) Weighted Average Remaining Maturity Weighted Average Interest Rate At March 31, 2020: CRE - Term Warehouse Financing Facilities Wells Fargo Bank, N.A. $ 45,779 112 days 2.73 % Barclays Bank PLC $ 49,522 1.0 years 3.02 % JPMorgan Chase Bank, N.A. $ 10,069 1.6 years 2.65 % CMBS - Short-Term Repurchase Agreements Deutsche Bank Securities Inc. $ — — — % JP Morgan Securities LLC $ 143 21 days — % Barclays Capital Inc. $ 32 17 days — % RBC (Barbados) Trading Bank Corporation $ — — — % RBC Capital Markets, LLC $ — — — % (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. CRE - Term Warehouse Financing Facilities In May 2020, Wells Fargo Bank, N.A. revised the minimum equity financial covenant required of the Company as of March 31, 2020 and provided a framework to avoid credit-based markdowns for approximately four months. In April 2018, a wholly-owned subsidiary of the Company entered into a master repurchase agreement (the “Barclays Facility”) with Barclays Bank PLC (“Barclays”) to finance the origination of CRE loans. In connection with the Barclays Facility, the Company entered into a guaranty agreement (the “Barclays Guaranty”) pursuant to which the Company fully guaranteed all payments and performance under the Barclays Facility . In May 2020, the Company entered into an amendment to the Barclays Guaranty that revised its minimum equity financial covenant as of March 1, 2020 . Barclays also provided a framework to avoid credit-based markdowns for approximately four months. 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 Company would not have been in compliance with its previous minimum equity covenants on its CRE term warehouse financing facilities at March 31, 2020, primarily as a result of the loss on the disposition of its financed CMBS portfolio (See Note 7). However, the Company subsequently sought and received agreements with all of its lenders that retroactively reduced its minimal equity requirements under its agreements, allowing the Company to comply with its minimum equity requirements at March 31, 2020. The Company was in compliance with all of its covenants at March 31, 2020. CMBS - Short-Term Repurchase Agreements The COVID-19 pandemic produced material and previously unforeseeable liquidity shocks in credit markets causing significant declines in the pricing of the Company’s investment securities available-for-sale that were collateral for the Company’s CMBS short-term repurchase facilities (See Note 7). As a result, in March 2020, the Company received written notices from RBC Capital Markets, LLC, RBC (Barbados) Trading Bank Corporation and Deutsche Bank Securities Inc. alleging that events of default had occurred under the Company’s associated repurchase agreements as a result of not meeting certain margin calls. These notices were subsequently either withdrawn or rescinded. The Company had no outstanding balances on its CMBS - short-term repurchase agreements in April 2020. 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 March 31, 2020: CRE securitizations $ 1,097,643 $ — $ — $ — $ — $ 1,097,643 Unsecured junior subordinated debentures 51,548 — — — — 51,548 4.50% Convertible Senior Notes 143,750 — — 143,750 — — Term warehouse financing facilities and repurchase agreements (1) 454,087 321,755 132,332 — — — Total $ 1,747,028 $ 321,755 $ 132,332 $ 143,750 $ — $ 1,149,191 (1) Includes accrued interest payable in the balances of principal outstanding. |