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, secured term warehouse financing facilities, a senior secured financing facility, a mortgage payable, 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 June 30, 2022: ACR 2021-FL1 Senior Notes $ 675,223 $ 4,618 $ 670,605 3.01 % 14.0 years $ 802,643 ACR 2021-FL2 Senior Notes 567,000 5,648 561,352 3.32 % 14.6 years 700,000 Senior secured financing facility 19,875 3,127 16,748 5.75 % 5.1 years 176,545 CRE - term warehouse financing facilities (1) 331,810 3,408 328,402 3.62 % 2.3 years 434,671 Mortgage payable 18,710 569 18,141 5.00 % 2.8 years 25,400 4.50% Convertible Senior Notes 48,175 179 47,996 4.50 % 46 days — 5.75% Senior Unsecured Notes (2) 150,000 2,827 147,173 5.75 % 4.1 years — Unsecured Junior Subordinated Debentures 51,548 — 51,548 5.09 % 14.2 years — Total $ 1,862,341 $ 20,376 $ 1,841,965 3.58 % 10.7 years $ 2,139,259 Principal Outstanding Unamortized Issuance Costs and Discounts Outstanding Borrowings Weighted Average Borrowing Rate Weighted Average Remaining Maturity Value of Collateral At December 31, 2021: XAN 2020-RSO8 Senior Notes $ 142,375 $ 577 $ 141,798 2.18 % 13.2 years $ 229,263 XAN 2020-RSO9 Senior Notes 94,814 489 94,325 4.25 % 15.3 years 144,361 ACR 2021-FL1 Senior Notes (3) 675,223 5,410 669,813 1.60 % 14.5 years 802,643 ACR 2021-FL2 Senior Notes 567,000 6,437 560,563 1.90 % 15.1 years 700,000 Senior secured financing facility — 3,432 (3,432 ) 5.75 % 6.2 years 170,791 CRE - term warehouse financing facilities (1) 71,078 4,307 66,771 2.27 % 2.8 years 102,027 4.50% Convertible Senior Notes 88,014 1,583 86,431 4.50 % 227 days — 5.75% Senior Unsecured Notes (2) 150,000 3,393 146,607 5.75 % 4.6 years — Unsecured junior subordinated debentures 51,548 — 51,548 4.12 % 14.7 years — Total $ 1,840,052 $ 25,628 $ 1,814,424 2.44 % 12.7 years $ 2,149,085 ( 1 ) Principal outstanding includes accrued interest payable of $409,000 and $58,000 at June 30, 2022 and December 31, 2021, respectively. ( 2 ) Includes deferred debt issuance costs of $32,000 and $306,000 at June 30, 2022 and December 31, 2021, respectively, associated with the 12.00% senior unsecured notes due 2027 (“12.00% Senior Unsecured Notes”) that had no outstanding balance at June 30, 2022 and December 31, 2021, respectively. ( 3 ) Value of collateral excludes interest income of $730,000 and exit fees of $228,000 received as of December 31, 2021. Securitizations The following table sets forth certain information with respect to the Company’s consolidated securitizations at June 30, 2022 (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 June 30, 2022 ACR 2021-FL1 May 2021 June 2036 N/A May 2023 $ — ACR 2021-FL2 December 2021 January 2037 N/A December 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. 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 June 30, 2022 and December 31, 2021 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. In March 2022, the Company exercised the optional redemption of XAN 2020-RSO8, 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 Exantas Capital Corp. 2020-RSO9, Ltd. (“XAN 2020-RSO9”), a $297.0 million CRE debt securitization transaction that provided financing for CRE loans. In February 2022, the Company exercised the optional redemption of XAN 2020-RSO9, and all of the outstanding senior notes were paid off from the sales proceeds of certain of the securitization’s assets. Corporate Debt 4.50% Convertible Senior Notes The Company issued $143.8 million aggregate principal of its 4.50% convertible senior notes due 2022 (“4.50% Convertible Senior Notes”) in August 2017. During the six months ended June 30, 2022, the Company repurchased $39.8 million of its 4.50% Convertible Senior Notes, resulting in a charge to earnings of $574,000, comprising an extinguishment of debt charge of $460,000 in connection with the acceleration of the market discount and interest expense of $114,000 in connection with the acceleration of deferred debt issuance costs. During the year ended December 31, 2021, the Company repurchased $55.7 million of its 4.50% Convertible Senior Notes. The following table summarizes the 4.50% Convertible Senior Notes at June 30, 2022 (dollars in thousands, except the conversion rate, conversion price and amounts in the footnotes): Principal Outstanding Borrowing Rate Effective Rate (1)(2) Conversion Rate (3) Conversion Price Maturity Date 4.50% Convertible Senior Notes $ 48,175 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 six months ended June 30, 2022 and 2021, 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”). 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 $8.19 on June 30, 2022, which did not exceed the conversion price of its 4.50% Convertible Senior Notes at June 30, 2022. 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. 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. In January 2022, the Company entered into an amendment of the Note and Warrant Purchase Agreement that extended the time to July 2022 that the Company may elect to issue to Oaktree and MassMutual up to $75.0 million of principal of additional notes. The Company did not issue any additional notes under this agreement and it expired as of July 31, 2022. Senior Secured Financing Facility, Term Warehouse Financing Facilities and Mortgage Payable Borrowings under the Company’s senior secured financing facility, term warehouse financing facilities and mortgage payable 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, term warehouse financing facilities and mortgage payable (dollars in thousands, except amounts in footnotes): June 30, 2022 December 31, 2021 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) $ 16,748 $ 176,545 7 5.75 % $ (3,432 ) $ 170,791 9 5.75 % CRE - Term Warehouse Financing Facilities (2) JPMorgan Chase Bank, N.A. (3) 207,784 274,798 11 3.54 % 18,875 37,167 3 2.85 % Morgan Stanley Mortgage Capital Holdings LLC (4) 120,618 159,873 9 3.75 % 47,896 64,860 3 2.03 % Mortgage Payable Readycap Commercial, LLC (5) 18,141 25,400 1 5.00 % — — — — Total $ 363,291 $ 636,616 $ 63,339 $ 272,818 (1) Includes $3.1 million and $3.4 million of deferred debt issuance costs at June 30, 2022 and December 31, 2021, respectively. (2) Outstanding borrowings include accrued interest payable. ( 3 ) Includes $1.5 million and $1.8 million of deferred debt issuance costs at June 30, 2022 and December 31, 2021, respectively, in addition to $142,000 and $356,000 of deferred debt issuance costs at June 30, 2022 and December 31, 2021, respectively, from other term warehouse financing facilities with no balance. ( 4 ) Includes $1.8 million and $2.2 million of deferred debt issuance costs at June 30, 2022 and December 31, 2021, respectively. (5) Includes $569,000 of deferred debt issuance costs at June 30, 2022. The following table shows information about the amount at risk under the warehouse financing facilities and mortgage payable (dollars in thousands): Amount at Risk Weighted Average Remaining Maturity Weighted Average Interest Rate At June 30, 2022: Senior Secured Financing Facility (1) Massachusetts Mutual Life Insurance Company $ 157,214 5.1 years 5.75 % CRE - Term Warehouse Financing Facilities (1) JPMorgan Chase Bank, N.A. $ 66,315 2.3 years 3.54 % Morgan Stanley Mortgage Capital Holdings LLC $ 38,020 2.4 years 3.75 % Mortgage Payable (2) Readycap Commercial, LLC $ 6,635 2.8 years 5.00 % (1) Equal to the total of the estimated fair value of real estate owned property or loans sold and accrued interest receivable, minus the total of the warehouse financing agreement liabilities and accrued interest payable. (2) Equal to the total of the estimated fair value of real estate property investment financed, minus the total of the mortgage payable agreement liability and accrued interest payable. The Company was in compliance with all financial covenants in each of the respective agreements at June 30, 2022 and Senior Secured Financing Facility In July 2020, an indirect, wholly-owned subsidiary of the Company (“Holdings”), along with its direct wholly-owned subsidiary (the “Borrower”), entered into a loan and servicing agreement (the “MassMutual Loan Agreement”) with MassMutual and the other lenders party thereto (the “Lenders”) to finance the Company’s core CRE lending business. In connection with the MassMutual Loan Agreement, the Company , with certain of its subsidiaries , entered into a Guaranty (the “MassMutual Guaranty”) 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 the Borrower and Holdings under the MassMutual Loan Agreement. Additionally, the Company and certain of its subsidiaries made certain representations and warranties and agreed not to incur debt or liens, each subject to certain exceptions, and agreed to provide the Lenders with certain information. The MassMutual Loan Agreement was amended in several instances pursuant to which (i) MassMutual consented to the formation of certain subsidiaries to hold real estate and (ii) such subsidiaries agreed to enter into guaranty agreements in favor of the secured parties under the MassMutual Loan Agreement. In July 2022, Holdings, the Borrower and the Lenders entered into the Fifth Amendment to the MassMutual Loan Agreement (the “Amendment”) to (i) extend the availability period from July 31, 2022 to August 31, 2022 and (ii) amend the interest rate on the outstanding principal amount of the borrowings, with respect to borrowings made in connection with eligible portfolio assets transferred to any borrower after the effective date of the Amendment to the rate per annum determined by the initial lender or otherwise 5.75% per annum. CRE - Term Warehouse Financing Facilities In April 2018, an indirect, 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 February 2022, such subsidiary entered into the Third Amendment to Master Repurchase Agreement (the “Barclays Amendment”) with Barclays, which amended the Barclays Facility to add 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 entered into a master repurchase and securities contract agreement (the “Morgan Stanley Facility”) with Morgan Stanley Mortgage Capital Holdings LLC (“Morgan Stanley”) to finance the origination of CRE loans. In January 2022, such subsidiary entered into the First Amendment to Master Repurchase and Securities Contract Agreement (the “Morgan Stanley Amendment”) with Morgan Stanley, which amended the Morgan Stanley Facility to add market terms regarding the replacement of LIBOR upon determination of a benchmark transition event. Mortgage Payable In April 2022, Chapel Drive West, LLC, a wholly owned subsidiary of the FSU Student Venture, entered into a Loan Agreement (the “Mortgage”) with Readycap Commercial, LLC (“Readycap”) to finance the acquisition of a student housing complex. The Mortgage is interest only and has a maximum principal balance of $20.4 million, of which, $18.7 million was advanced in the initial funding. The Mortgage charges interest of one-month SOFR plus a spread of 3.80% and matures in April 2025, subject to two one-year The Mortgage 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. Contractual maturity dates of the Company’s borrowings’ principal outstanding by category and year are presented in the table below (in thousands): Total 2022 2023 2024 2025 2026 and Thereafter At June 30, 2022: CRE securitizations $ 1,242,223 $ — $ — $ — $ — $ 1,242,223 Senior secured financing facility 19,875 — — — — 19,875 CRE - term warehouse financing facilities (1) 331,810 — — 331,810 — — Mortgage payable 18,710 — — — 18,710 — 4.50% Convertible Senior Notes 48,175 48,175 — — — — 5.75% Senior Unsecured Notes 150,000 — — — — 150,000 Unsecured junior subordinated debentures 51,548 — — — — 51,548 Total $ 1,862,341 $ 48,175 $ — $ 331,810 $ 18,710 $ 1,463,646 (1) Includes accrued interest payable in the balances of principal outstanding. |