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, a senior secured financing facility, senior unsecured notes, 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, 2020: XAN 2019-RSO7 Senior Notes $ 450,879 $ 3,397 $ 447,482 1.57 % 15.6 years $ 552,237 XAN 2020-RSO8 Senior Notes 435,743 4,627 431,116 1.58 % 14.4 years 522,631 XAN 2020-RSO9 Senior Notes 245,794 4,255 241,539 3.28 % 16.6 years 297,032 Unsecured junior subordinated debentures 51,548 — 51,548 4.19 % 15.9 years — 4.50% Convertible Senior Notes 143,750 7,439 136,311 4.50 % 1.9 years — Senior Unsecured Notes due 2027 50,000 3,642 46,358 12.00 % 6.8 years — Senior secured financing facility (1) 128,495 5,925 122,570 5.75 % 6.8 years 274,559 Total $ 1,506,209 $ 29,285 $ 1,476,924 2.92 % 13.1 years $ 1,646,459 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 (2) 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) Includes $1.7 million of deferred debt issuance costs on CRE - term warehouse financing facilities at September 30, 2020 that were paid off. ( 2 ) Principal outstanding includes accrued interest payable of $810,000 at December 31, 2019. There was no accrued interest payable at September 30, 2020. ( 3 ) Principal outstanding includes accrued interest payable of $470,000 at December 31, 2019. There was no accrued interest payable at September 30, 2020. Securitizations The following table sets forth certain information with respect to the Company’s consolidated securitizations at September 30, 2020 (in thousands, except amount in footnotes): Closing Date Maturity Date End of Designated Principal Reinvestment Period (1) Total Note Paydowns Received from Closing Date through September 30, 2020 XAN 2019-RSO7 April 2019 April 2036 April 2022 $ 134,932 XAN 2020-RSO8 March 2020 March 2035 March 2023 $ — XAN 2020-RSO9 (2) September 2020 April 2037 N/A $ — (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) A designated principal reinvestment period is excluded from the terms of Exantas Capital Corp. 2020-RSO9, Ltd.’s (“XAN 2020-RSO9”) indenture. XAN 2020-RSO9 includes a future advances reserve account of $21.3 million to fund unfunded commitments, which is reported in restricted cash on the consolidated balance sheet. 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 and preferred shares of the securitizations held by the Company at September 30, 2020 and December 31, 2019 were eliminated in consolidation. XAN 2018-RSO6 In June 2018, the Company closed Exantas Capital Corp. 2018-RSO6, Ltd. (“XAN 2018-RSO6”), a $514.2 million CRE debt securitization transaction that provided financing for transitional CRE loans. In September 2020, the Company executed the optional liquidation of XAN 2018-RSO6, and all of the outstanding senior notes were paid off from the sales proceeds of certain of the securitization’s assets. XAN 2020-RSO9 In September 2020, the Company closed XAN 2020-RSO9, a $297.0 million CRE debt securitization transaction that provided financing for CRE loans. XAN 2020-RSO9 issued a total of $245.8 million of non-recourse, floating-rate notes to third parties at par. Additionally, RCC RE retained 100% of the Class E and Class F notes and a subsidiary of RCC RE retained 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-RSO9, 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-RSO9. At closing, the senior notes issued to investors consisted of the following classes: (i) $158.9 million of Class A notes bearing interest at one-month LIBOR plus 2.50%, increasing to 2.75% in June 2024; (ii) $26.7 million of Class A-S notes bearing interest at one-month LIBOR plus 3.50%, increasing to 3.75% in July 2025; (iii) $16.7 million of Class B notes bearing interest at one-month LIBOR plus 3.90%, increasing to 4.40% in July 2025; (iv) $20.8 million of Class C notes bearing interest at one-month LIBOR plus 4.25%, increasing to 4.75% in August 2025; and (v) $22.7 million of Class D notes bearing interest at one-month LIBOR plus 5.50%, increasing to 6.00% in August 2025. All of the notes issued mature in April 2037, although the Company has the right to call the notes anytime after September 2022. 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 September 30, 2020 (dollars in thousands, except the conversion prices and amounts in the footnotes): Principal Outstanding Borrowing Rate Effective Rate (1)(2) Conversion Rate (3)(4) Conversion Price (4) 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) During the three and nine months ended September 30, 2020 and 2019 the effective interest rate for the 4.50% Convertible Senior Notes was 7.43%. ( 3 ) 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”). (4 ) The conversion rate and conversion price of the 4.50% Convertible Senior Notes at September 30, 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 $2.09 on September 30, 2020, which did not exceed the conversion price of its 4.50% Convertible Senior Notes at September 30, 2020. Senior Unsecured Notes 12.00% Senior Unsecured Notes Due 2027 On July 31, 2020, the Company entered into a Note and Warrant Purchase Agreement (the “Note and Warrant Purchase Agreement”) with Oaktree Capital Management, L.P. (“Oaktree”) and Massachusetts Mutual Life Insurance Company (“MassMutual”) pursuant to which the Company may issue to Oaktree and MassMutual from time to time up to $125.0 million aggregate principal amount of 12.00% senior unsecured notes due 2027 (the “Senior Unsecured Notes due 2027”). The Senior Unsecured Notes due 2027 have an annual interest rate of 12.00%, payable up to 3.25% (at the election of the Company) as pay-in-kind interest and the remainder as cash interest. On July 31, 2020, the Company issued to Oaktree $42.0 million aggregate principal amount of the Senior Unsecured Notes due 2027. In addition, on July 31, 2020, the Company issued to MassMutual $8.0 million aggregate principal amount of the Senior Unsecured Notes due 2027. The Company recorded a discount of $3.1 million (the offset of which was recorded in additional paid-in capital) on the Senior Unsecured Notes due 2027 that reflects the difference between the proceeds received less the fair value of the notes as if they were issued without the detachable warrants. The market discounts and deferred debt issuance costs are amortized into interest expense on the consolidated statements of operations on an effective interest basis over the period ending in July 2027. The effective interest rate is 13.65%. At any time and from time to time prior to January 31, 2022, the Company may elect to issue to Oaktree and MassMutual up to $75.0 million aggregate principal amount of additional Senior Unsecured Notes due 2027. The Note and Warrant Purchase Agreement contains events of default, subject to certain materiality thresholds and grace periods. Senior Secured Financing Facility, Term Warehouse Financing Facilities and Repurchase Agreements Borrowings under the Company’s senior secured financing facility, term warehouse facilities and repurchase agreements are guaranteed by the Company or one or more of its subsidiaries. The following table sets forth certain information with respect to the Company’s senior secured financing and term warehouse financing facilities and repurchase agreements (dollars in thousands, except amounts in footnotes): September 30, 2020 December 31, 2019 Outstanding Borrowings 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 Senior Secured Financing Facility Massachusetts Mutual Life Insurance Company (2) $ 122,570 $ 274,559 16 5.75 % $ — $ — — — % CRE - Term Warehouse Financing Facilities Wells Fargo Bank, N.A. (3) — — — — % 225,217 291,903 28 3.70 % Barclays Bank PLC (4) — — — — % 111,881 145,035 14 3.99 % JPMorgan Chase Bank, N.A. (5) — — — — % 207,807 268,283 17 3.56 % CMBS - Short-Term Repurchase Agreements Deutsche Bank Securities Inc. — — — — % 37,141 57,331 6 3.13 % JP Morgan Securities LLC — — — — % 33,703 42,075 13 2.87 % Barclays Capital Inc. — — — — % 87,643 112,939 7 2.82 % RBC Capital Markets, LLC — — — — % 34,829 47,081 5 2.96 % RBC (Barbados) Trading Bank Corporation — — — — % 181,584 224,972 30 2.82 % Total $ 122,570 $ 274,559 $ 919,805 $ 1,189,619 (1) Outstanding borrowings include accrued interest payable. (2) Includes $4.2 million of deferred debt issuance costs at September 30, 2020 on the senior secured financing facility. Additionally, includes $1.7 million of deferred debt issuance costs at September 30, 2020 on the CRE - term warehouse financing facilities that were paid off. ( 3 ) Includes $607,000 of deferred debt issuance costs at December 31, 2019. The deferred debt issuance costs of the CRE - term warehouse financing facilities were reported with outstanding borrowings on the senior secured financing facility at September 30, 2020 (refer to footnote (2)). ( 4 ) Includes $817,000 of deferred debt issuance costs at December 31, 2019. The deferred debt issuance costs of the CRE - term warehouse financing facilities were reported with outstanding borrowings on the senior secured financing facility at September 30, 2020 (refer to footnote (2)). ( 5 ) Includes $1.3 million of deferred debt issuance costs at December 31, 2019. The deferred debt issuance costs of the CRE - term warehouse financing facilities were reported with outstanding borrowings on the senior secured financing facility at September 30, 2020 (refer to footnote (2)). Senior Secured Financing Facility On July 31, 2020, an indirect, wholly owned subsidiary (“Holdings”), along with its direct wholly owned subsidiary (the “Borrower”), of the Company entered into a $250.0 million Loan and Servicing Agreement (the “MassMutual Loan Agreement”) with MassMutual and the other lenders party thereto (the “Lenders”). The asset-based revolving loan facility (the “MassMutual Facility”) provided under the MassMutual Loan Agreement will be used to finance the Company’s core CRE lending business. The MassMutual Facility has an interest rate of 5.75% per annum payable monthly. The MassMutual Facility matures on July 31, 2027. The Company paid a commitment fee as well as other reasonable closing costs. The loans under the MassMutual Facility are available for drawing during the first two years of the MassMutual Facility (the “Availability Period”). During the Availability Period, an unused commitment fee of 0.50% per annum (payable monthly) on unused commitments under the MassMutual Loan Agreement is payable for each day on which less than 75% of the total commitment is drawn. Pursuant to the MassMutual Loan Agreement, the Borrower’s obligations under the MassMutual Loan Agreement are secured by the Borrower’s assets and Holdings’ equity interests in the Borrower, including all distributions, proceeds and profits from Holdings’ interests in the Borrower. In September 2020, the MassMutual Loan Agreement was amended pursuant to which (i) the i nitial p ortfolio a ssets w ere revised and an agreed advance rate for each i nitial p ortfolio a sset (each, an “Initial Portfolio Asset Advance Rate”) was set, and (ii) the revolving loan facility under the MassMutual Loan Agreement was amended to require the i nitial l ender (currently MassMutual) to provide a specific advance rate for any future e ligible p ortfolio a ssets and to limit the aggregate total amount of a dvances outstanding at any time to both the t otal f acility a mount and, in lieu of a 55 % LTV, a b orrowing b ase as of any required date of determination equal to the sum of, in each case, the product of the advance rate for such e ligible p ortfolio a sset (including in respect of the i nitial p ortfolio a ssets, the applicable Initial Portfolio Asset Advance Rate therefor) and the then determined v alue of such e ligible p ortfolio a sset. In connection with the MassMutual Loan Agreement, the Company entered into a Guaranty (the “MassMutual Guaranty”) among the Company, Exantas Real Estate Funding 2018-RSO6 Investor, LLC (“RSO6”), Exantas Real Estate Funding 2019-RSO7 Investor, LLC (“RSO7”), and Exantas Real Estate Funding 2020-RSO8 Investor, LLC (collectively with RSO6 and RSO7, the “Additional Subsidiaries”), each an indirect, wholly owned subsidiary of the Company, in favor of the secured parties under the MassMutual Loan Agreement. Pursuant to the MassMutual Guaranty, the Company fully guaranteed all payments and performance of Holdings and the Borrower under the MassMutual Loan Agreement. Additionally, the Company and the Additional Subsidiaries made certain representations and warranties and agreed to not incur debt or liens, each subject to certain exceptions, and agreed to provide the Lenders with certain information. The MassMutual Loan Agreement contains 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 transaction. CRE - Term Warehouse Financing Facilities In July 2018, a wholly-owned subsidiary of the Company entered into an amended and restated master repurchase agreement (the “2018 Facility”), originally executed in February 2012, with Wells Fargo Bank, N.A. (“Wells Fargo”) to finance the origination of CRE loans. In May 2020, Wells Fargo 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, ending September 4, 2020. In July 2020 and September 2020, the maturity date of the 2018 Facility was extended to September 3, 2020 and October 3, 2020, respectively. In October 2020, the 2018 Facility was amended, at the Company’s request, to reduce the 2018 Facility’s maximum amount from $400.0 million to $250.0 million, extend the funding expiration date and revise covenant definitions so that credit losses are determined in accordance with a risk rating-based methodology. In connection with the amendment of the 2018 Facility, the Company exercised the first of three options to extend the termination date for a one year period thereby extending the maturity date to October 2, 2021. 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, ending August 31, 2020. In October 2020, the Company entered into an amendment to the Barclays Guaranty that revised a covenant definition so that credit losses are determined in accordance with a risk rating-based methodology. 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 was in compliance with all of its covenants at September 30, 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. 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 September 30, 2020: CRE securitizations $ 1,132,416 $ — $ — $ — $ — $ 1,132,416 Unsecured junior subordinated debentures 51,548 — — — — 51,548 4.50% Convertible Senior Notes 143,750 — — 143,750 — — Senior Unsecured Notes due 2027 50,000 — — — — 50,000 Senior secured financing facility 128,495 — — — — 128,495 Total $ 1,506,209 $ — $ — $ 143,750 $ — $ 1,362,459 |