BORROWINGS | NOTE 11 - 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, 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 the footnotes): Principal Outstanding Unamortized Issuance Costs and Discounts Outstanding Borrowings Weighted Average Borrowing Rate Weighted Average Remaining Maturity Value of Collateral At September 30, 2021: XAN 2020-RSO8 Senior Notes $ 173,600 $ 1,142 $ 172,458 2.02 % 13.4 years $ 260,488 XAN 2020-RSO9 Senior Notes 119,824 1,191 118,633 3.91 % 15.6 years 169,371 ACR 2021-FL1 Senior Notes (1) 675,223 5,605 669,618 1.57 % 14.7 years 802,643 Senior secured financing facility 41,182 3,586 37,596 5.75 % 5.8 years 217,835 CRE - term warehouse financing facilities (2)(3) 320,515 50 320,465 2.05 % 27 days 421,644 4.50% Convertible Senior Notes 88,014 2,204 85,810 4.50 % 319 days — 5.75% Senior Unsecured Notes (4) 150,000 3,526 146,474 5.75 % 4.9 years — Unsecured junior subordinated debentures 51,548 — 51,548 4.09 % 14.9 years — Total $ 1,619,906 $ 17,304 $ 1,602,602 2.62 % 9.9 years $ 1,871,981 Principal Outstanding Unamortized Issuance Costs and Discounts Outstanding Borrowings Weighted Average Borrowing Rate Weighted Average Remaining Maturity Value of Collateral At December 31, 2020: XAN 2019-RSO7 Senior Notes $ 415,621 $ 2,861 $ 412,760 1.60 % 15.3 years $ 516,979 XAN 2020-RSO8 Senior Notes 388,459 4,164 384,295 1.62 % 14.2 years 475,347 XAN 2020-RSO9 Senior Notes 234,731 3,857 230,874 3.31 % 16.3 years 285,862 Senior secured financing facility 33,360 4,046 29,314 5.75 % 6.6 years 239,385 CRE - term warehouse financing facility (2) 13,516 1,258 12,258 2.66 % 299 days 20,000 4.50% Convertible Senior Notes 143,750 6,498 137,252 4.50 % 1.6 years — 12.00% Senior Unsecured Notes 50,000 3,574 46,426 12.00 % 6.6 years — Unsecured junior subordinated debentures 51,548 — 51,548 4.18 % 15.7 years — Total $ 1,330,985 $ 26,258 $ 1,304,727 2.83 % 13.0 years $ 1,537,573 (1) Value of collateral excludes exit fees of $752,000 and interest received of $87,000 at September 30, 2021 . (2) Principal outstanding includes accrued interest payable of $320,000 and $16,000 at September 30, 2021 and December 31, 2020, respectively. (3) In October 2021, the Company extended the maturity of its Barclays Bank PLC (“Barclays”) and JPMorgan Chase Bank, N.A. (“JPMorgan Chase”) CRE - term warehouse financing facilities to October 2022 and October 2024, respectively, and allowed the Wells Fargo Bank, N.A. (“Wells Fargo”) CRE - term warehouse financing facility to mature. (4) Includes deferred debt issuance costs of $320,000 at September 30, 2021 Securitizations The following table sets forth certain information with respect to the Company’s consolidated securitizations at September 30, 2021 (in thousands, except amount in footnotes): Closing Date Maturity Date Permitted Funded Companion Participation Acquisition Period End (1) Reinvestment Period End (2) Total Note Paydowns Received from Closing Date through September 30, 2021 XAN 2020-RSO8 March 2020 March 2035 March 2023 N/A $ 262,143 XAN 2020-RSO9 (3) September 2020 April 2037 N/A N/A $ 125,970 ACR 2021-FL1 May 2021 June 2036 N/A May 2023 $ — (1) The permitted funded companion participation acquisition 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 reinvestment period is the period in which principal proceeds received before the end of the period may be used to acquire CRE loans for reinvestment into the securitization. (3) XAN 2020-RSO9 includes a future advances reserve account of $7.7 million at September 30, 2021 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, 2021 and December 31, 2020 were eliminated in consolidation. 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. In May 2021, the Company exercised the optional redemption on XAN 2019-RSO7 in conjunction with the closing of ACRES Commercial Realty 2021-FL1 Issuer, Ltd. (“ACR 2021-FL1”) (see below). XAN 2020-RSO8 In March 2020, the Company closed XAN 2020-RSO8, a $522.6 million CRE debt securitization transaction that provided financing for CRE loans. In June 2021, the benchmark rate on XAN 2020-RSO8’s senior notes, previously one-month LIBOR, was replaced with Compounded SOFR plus a benchmark adjustment. 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. In June 2021, the benchmark rate on XAN 2020-RSO9’s senior notes, previously one-month LIBOR, was replaced with Compounded SOFR plus a benchmark adjustment. ACR 2021-FL1 In May 2021, the Company closed ACR 2021-FL1, a $802.6 million CRE debt securitization transaction that provided financing for CRE loans. ACR 2021-FL1 includes a reinvestment period, which ends in May 2023, that allows it to acquire CRE loans for reinvestment into the securitization using uninvested principal proceeds. ACR 2021-FL1 issued a total of $675.2 million of non-recourse, floating-rate notes to third parties at par. Additionally, ACRES RF retained 100% of the Class F and Class G notes and a subsidiary of ACRES RF retained 100% of the outstanding preference shares. The preference shares are subordinated in right of payment to all other securities issued by ACR 2021-FL1. At closing, the senior notes issued to investors consisted of the following classes: (i) $431.4 million of Class A notes bearing interest at one-month LIBOR plus 1.20%; (ii) $100.3 million of Class A-S notes bearing interest at one-month LIBOR plus 1.60%; (iii) $37.1 million of Class B notes bearing interest at one-month LIBOR plus 1.80%; (iv) $43.1 million of Class C notes bearing interest at one-month LIBOR plus 2.00%; (v) $50.2 million of Class D notes bearing interest at one-month LIBOR plus 2.65%; and (vi) $13.0 million of Class E notes bearing interest at one-month LIBOR plus 3.10%. All of the notes issued mature in June 2036, although the Company has the right to call the notes anytime after May 2023. 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. During the three months ended September 30, 2021, the Company repurchased $55.7 million of its 4.50% Convertible Senior Notes, resulting in a charge to earnings of $1.5 million, comprising an extinguishment of debt charge of $1.2 million in connection with the acceleration of the market discount and interest expense of $304,000 in connection with the acceleration of deferred debt issuance costs. The following table summarizes the 4.50% Convertible Senior Notes at September 30, 2021 (dollars in thousands, except the conversion price 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 $ 88,014 4.50 % 7.43 % 27.7222 $ 36.06 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, 2021 and 2020, 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, 2021 are adjusted to reflect quarterly cash distributions in excess of a $0.30 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 closing price of the Company’s common stock was $16.17 on September 30, 2021, which did not exceed the conversion price of its 4.50% Convertible Senior Notes at September 30, 2021. Senior Unsecured Notes 5.75% Senior Unsecured Notes Due 2026 On August 16, 2021, the Company issued $150.0 million of its 5.75% senior unsecured notes due 2026 (the “5.75% Senior Unsecured Notes”) pursuant to its Indenture, dated August 16, 2021 (the “Base Indenture”), between it and Wells Fargo, now Computershare Trust Company, N.A. (“CTC”), as trustee (the “Trustee”), as supplemented by the First Supplemental Indenture, dated August 16, 2021, between it and Wells Fargo, now CTC, (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”). Prior to May 15, 2026, the Company may at its option redeem the 5.75% Senior Unsecured Notes, in whole or in part, at a redemption price equal to the sum of (i) 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest to, but not including, the redemption date, and (ii) a make-whole premium. On or after May 15, 2026, the Company may at its option redeem the 5.75% Senior Unsecured Notes, at any time, in whole or in part, on not less than 15 nor more than 60 days’ prior notice, at a redemption price equal to 100% of the principal amount of the 5.75% Senior Unsecured Notes to be redeemed, plus accrued and unpaid interest to, but not including, the redemption date. The Indenture contains restrictive covenants that, among other things, require the Company to maintain certain financial ratios. The foregoing limitations are subject to exceptions as set forth in the Supplemental Indenture. At September 30, 2021, the Company was in compliance with these covenants. The Indenture provides for customary events of default that include, among other things (subject in certain cases to customary grace and cure periods): (i) non-payment of principal or interest, (ii) breach of certain covenants contained in the Indenture or the 5.75% Senior Unsecured Notes, (iii) an event of default or acceleration of certain other indebtedness of the Company or a subsidiary in which the Company has invested at least $75 million in capital within the applicable grace period and (iv) certain events of bankruptcy or insolvency. Generally, if an event of default occurs (subject to certain exceptions), CTC or the holders of at least 25% in aggregate principal amount of the then outstanding 5.75% Senior Unsecured Notes may declare all of the notes to be due and payable. 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. The 12.00% Senior Unsecured Notes had 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 and MassMutual $42.0 million and $8.0 million aggregate principal amount, respectively, of the 12.00% Senior Unsecured Notes. On August 18, 2021, the Company entered into an agreement with Oaktree and MassMutual that provided for the redemption in full of the outstanding balance of the 12.00% Senior Unsecured Notes, including a waiver of certain sections of the Note and Warrant Purchase Agreement. On August 20, 2021, the redemption was consummated and a payment to Oaktree and MassMutual was made for an aggregate $55.3 million, which consisted of (i) principal in the amount of $50.0 million, (ii) interest in the amount of approximately $329,000 and (iii) a make-whole amount of approximately $5.0 million. In connection with the redemption, the Company recorded a charge to earnings of $8.0 million, comprising an extinguishment of debt charge of $7.8 million in connection with (i) the $5.0 million net make-whole amount and (ii) the $2.8 million acceleration of the remaining market discount; and interest expense of $218,000 in connection with the acceleration of deferred debt issuance costs. Senior Secured Financing Facility and Term Warehouse Financing Facilities Borrowings under the Company’s senior secured financing facility and term warehouse facilities 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 (dollars in thousands, except amounts in footnotes): September 30, 2021 December 31, 2020 Outstanding Borrowings Value of Collateral Number of Positions as Collateral Weighted Average Interest Rate Outstanding Borrowings Value of Collateral Number of Positions as Collateral Weighted Average Interest Rate Senior Secured Financing Facility Massachusetts Mutual Life Insurance Company (1) $ 37,596 $ 217,835 12 5.75 % $ 29,314 $ 239,385 15 5.75 % CRE - Term Warehouse Financing Facilities Barclays Bank PLC 109,471 138,422 6 1.95 % — — — — % JPMorgan Chase Bank, N.A. (2)(3) 210,994 283,222 14 2.10 % 12,258 20,000 1 2.66 % Total $ 358,061 $ 639,479 $ 41,572 $ 259,385 (1) Includes $3.6 million and $4.0 million of deferred debt issuance costs at September 30, 2021 and December 31, 2020, respectively. (2) Outstanding borrowings include accrued interest payable. ( 3 ) Includes $50,000 and $1.3 million of deferred debt issuance costs at September 30, 2021 and December 31, 2020, respectively, which includes $678,000 of deferred debt issuance costs at December 31, 2020 from other term warehouse financing facilities with no balance. The following table shows information about the amount at risk under the warehouse financing facilities (dollars in thousands): Amount at Risk (1) Weighted Average Remaining Maturity Weighted Average Interest Rate At September 30, 2021: CRE - Term Warehouse Financing Facilities Barclays Bank PLC (2) $ 29,312 29 days 1.95 % JPMorgan Chase Bank, N.A. (2) $ 73,020 26 days 2.10 % (1) Equal to the total of the estimated fair value of loans sold and accrued interest receivable, minus the total of the warehouse financing agreement liabilities and accrued interest payable. (2) In October 2021, the Company extended the maturity of its Barclays and JPMorgan Chase CRE - term warehouse financing facilities to October 2022 and October 2024, respectively. The Company was in compliance with all financial covenants in each of the respective agreements at September 30, 2021 and CRE - Term Warehouse Financing Facilities In February 2012, an indirect wholly-owned subsidiary entered into a master repurchase and securities agreement, which was subsequently replaced with an amended and restated master repurchase agreement in July 2018, (the “Wells Fargo Facility”) with Wells Fargo to finance the origination of CRE loans. In October 2021, the Wells Fargo Facility matured. In April 2018, an indirect wholly-owned subsidiary of the Company entered into a master repurchase agreement (the “Barclays Facility”) with Barclays to finance the origination of CRE loans. 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”). In October 2021, the Barclays Facility and the Barclays Guaranty were amended to extend the revolving period of the facility to October 2022 and to modify the guaranty to limit financial covenants to be applicable when there are outstanding transactions. In October 2018, an indirect wholly-owned subsidiary of the Company entered into a master repurchase agreement (the “JPMorgan Chase Facility”) with JPMorgan Chase to finance the origination of CRE loans. In September and October 2021, the JPMorgan Chase Facility was amended twice, resulting in (i) the extension of the JPMorgan Chase Facility’s maturity date to October 2024, (ii) an update to the Company’s tangible net worth requirement and minimum liquidity covenant as set forth in the guarantee agreement and (iii) a modification of market terms regarding the replacement of LIBOR upon determination of a benchmark transition event. In November 2021, an indirect, wholly-owned subsidiary of the Company (the “Subsidiary”) entered into a $250.0 million Master Repurchase and Securities Contract Agreement with Morgan Stanley Mortgage Capital Holdings LLC (“Morgan Stanley”), to be used to finance the Company’s core commercial real estate lending business (the “Morgan Stanley Facility”). Each repurchase transaction will specify its own terms, such as identification of the assets subject to the transaction, sale price, repurchase price and rate. The financing provided by the Morgan Stanley Facility matures in November 2022, with two one-year The Morgan Stanley Facility contains margin call provisions that provide Morgan Stanley with certain rights if the value of purchased assets declines (“Margin Deficit”). Under these circumstances, Morgan Stanley may require the Subsidiary to transfer cash in an amount necessary to eliminate such Margin Deficit or repurchase the asset(s) that resulted in such Margin Deficit. The Company guaranteed the Subsidiary’s payment and performance under the Morgan Stanley Facility pursuant to a guaranty agreement (the “Morgan Stanley Guaranty”), subject to a limit of 25% of the then currently unpaid aggregate repurchase price of all purchased assets. The Morgan Stanley Guaranty includes certain financial covenants required of the Company, including required liquidity, required capital, ratios of total intendedness to equity and EBITDA requirements. Also, the Subsidiary’s direct parent, ACRES Realty Funding, Inc. (“Pledgor”), executed a Pledge Agreement with Morgan Stanley pursuant to which Pledgor pledged and granted to Morgan Stanley a continuing security interest in any and all of Pledgor’s right, title and interest in and to the Subsidiary, including all distributions, proceeds, payments, income and profits from Pledgor’s interests in the Subsidiary. The Morgan Stanley 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 acceleration of the principal amount outstanding under the Morgan Stanley Facility and liquidation by Morgan Stanley of purchased assets then subject to the Morgan Stanley Facility. Contractual maturity dates of the Company’s borrowings’ principal outstanding by category and year are presented in the table below (in thousands): Total 2021 2022 2023 2024 2025 and Thereafter At September 30, 2021: CRE securitizations $ 968,647 $ — $ — $ — $ — $ 968,647 Senior secured financing facility 41,182 — — — — 41,182 Term warehouse financing facilities (1)(2) 320,515 320,515 — — — — 4.50% Convertible Senior Notes 88,014 — 88,014 — — — 5.75% Senior Unsecured Notes 150,000 — — — — 150,000 Unsecured junior subordinated debentures 51,548 — — — — 51,548 Total $ 1,619,906 $ 320,515 $ 88,014 $ — $ — $ 1,211,377 (1) Includes accrued interest payable in the balances of principal outstanding. (2) In October 2021, the Company extended the maturity of its Barclays and JPMorgan Chase CRE - term warehouse financing facilities to October 2022 and October 2024, respectively, and allowed the Wells Fargo CRE - term warehouse financing facility to mature. |