Debt | Debt Repurchase Agreements - Commercial Mortgage Loans The Company entered into repurchase facilities with JPMorgan Chase Bank, National Association (the "JPM Repo Facility"), Goldman Sachs Bank USA (the "GS Repo Facility"), U.S. Bank National Association (the "USB Repo Facility"), Barclays Bank PLC (the "Barclays Facility") and Credit Suisse AG (the "CS Repo Facility" and together with JPM Repo Facility, GS Repo Facility, USB Repo Facility, Barclays Facility, the "Repo Facilities"). The JPM Repo Facility has a maturity date of June 12, 2019 plus a one -year extension at the Company's option and provides up to $300.0 million in advances. The GS Repo Facility has a maturity date of December 27, 2018, with a one -year extension at the Company’s option, which may be exercised upon the satisfaction of certain conditions, and provides up to $250.0 million in advances. The USB Repo Facility matures on July 15, 2020 , with two one -year extensions at the option of an indirect wholly-owned subsidiary of the Company, which may be exercised upon the satisfaction of certain conditions, and provides up to $ 100.0 million in advances. The CS Repo Facility matures on August 30, 2018 and provides up to $ 250.0 million in advances. Prior to the end of each calendar quarter, the Company may request an extension of the termination date for an additional 364 days from the end of such calendar quarter subject to the satisfaction of certain conditions and approvals. The Repo Facilities are all subject to various adjustments. Advances under the JPM Repo Facility currently accrue interest at per annum rates generally equal to the sum of (i) the applicable LIBOR index rate plus (ii) a margin of 2.40% . Borrowings under the GS Repo Facility accrue interest at per annum rates generally equal to the sum of (i) a spread over LIBOR of between 2.35% to 2.85% , depending on the attributes of the purchased asset, and (ii) 0.50% . Borrowings under the USB Repo Facility accrue interest at per annum rates generally equal to the sum of (i) the applicable LIBOR index rate plus (ii) a margin between 2.25% to 3.00% , depending on the attributes of the purchased assets. Borrowings under the CS Repo Facility accrue interest at per annum rates generally equal to the sum of (i) the applicable LIBOR index rate plus (ii) a margin of 2.50% depending on the attributes of the purchased assets. We expect to use advances from these repo facilities to finance the acquisition or origination of eligible loans, including first mortgage loans, subordinated mortgage loans, mezzanine loans and participation interests therein. As of September 30, 2017 and December 31, 2016, the Company had $137.5 million and $257.7 million outstanding under the JPM Repo Facility with weighted average interest rates on advances of 3.36% and 3.08% , respectively. The Company incurred $7.1 million and $3.4 million in interest expense on the JPM Repo Facility for the nine months ended September 30, 2017 and 2016, respectively, including amortization of deferred financing cost. As of September 30, 2017 , the Company had $138 million outstanding under the GS Repo Facility with a weighted average interest rate on advances of 3.58% . The Company incurred $3.2 million of interest expense on the GS Repo Facility for the nine months ended September 30, 2017 , including amortization of deferred financing cost. The Company had no advances under the GS Repo Facility as of December 31, 2016 . The Company did not incur any interest expense on the GS Repo Facility during the nine months ended September 30, 2016 . As of September 30, 2017 , the Company had $ 12.3 million outstanding under the USB Repo Facility with a weighted average interest rate on advances of 4.16% . The Company incurred $0.2 million of interest expense on the USB Repo Facility for the nine months ended September 30, 2017 , including amortization of deferred financing cost. As of September 30, 2017 , the Company had $31.6 million outstanding under the CS Repo Facility with a weighted average interest rate on advances of 3.73% . The Company incurred $57.6 thousand of interest expense on the CS Repo Facility for the nine months ended September 30, 2017 , including amortization of deferred financing cost. The Company had no advances under the CS Repo Facility as of December 31, 2016 . The Company did not incur any interest expense on the CS Repo Facility during the nine months ended September 30, 2016 The Repo Facilities generally provide that in the event of a decrease in the value of the Company's collateral, the lenders can demand additional collateral. Should the value of the Company’s collateral decrease as a result of deteriorating credit quality, resulting margin calls may cause an adverse change in the Company’s liquidity position. As of September 30, 2017 and December 31, 2016 , the Company is in compliance with all debt covenants. The Company entered into the Barclays Facility on September 19, 2017 The Barclays Facility provides for a senior secured $75 million revolving line of credit and bears interest at per annum rates equal to one of two base rates plus an applicable margin. The Barclays Facility has a maturity of September 19, 2019 , subject to an extension term of one year, and provides for quarterly interest-only payments, with all principal and interest outstanding being due on the maturity date. The Barclays Facility may be prepaid from time to time and at any time, in whole or in part, without premium or penalty. The Company expects to use advances on the Barclays Facility to finance the origination of eligible loans, including first lien mortgage loans, junior mortgage loans, mezzanine loans, and participation interests therein. As of September 30, 2017, the Company had no advances under the Barclays Facility. Other financing - Commercial Mortgage Loans The Company entered into a financing arrangement with Pacific Western Bank for term financing (“PWB Financing”) on May 17, 2017. The PWB Financing provided the Company with $36.2 million and is collateralized by a portfolio asset of $54.2 million . The PWB Financing currently accrues interest at per annum rates equal to the sum of (i) the applicable LIBOR index rate plus (ii) a margin of 4.00% . The PWB Financing initially matures on June 9, 2019, with two one -year extension options at the Company’s option. As of September 30, 2017 , the Company had $30.5 million outstanding under the PWB Financing. The Company incurred $0.7 million of interest expense on the PWB Financing for the nine months ended September 30, 2017 , including amortization of deferred financing cost. Repurchase Agreements - Real Estate Securities The Company has entered into various Master Repurchase Agreements (the "MRAs") that allow the Company to sell real estate securities while providing a fixed repurchase price for the same real estate securities in the future. The repurchase contracts on each security under an MRA generally mature in 30 to 90 days and terms are adjusted for current market rates as necessary. As of September 30, 2017 , the Company pledged Tranche C of RFT 2015-FL1 under its MRAs. As of December 31, 2016 , the Company pledged Tranche C of RFT 2015-FL1 and its real estate securities available for sale under its MRAs. Below is a summary of the Company's MRAs as of September 30, 2017 and December 31, 2016 (in thousands): Weighted Average Counterparty Amount Outstanding Accrued Interest Fair Value Collateral Pledged (*) Interest Rate Days to Maturity As of September 30, 2017 J.P. Morgan Securities LLC $ 39,035 $ 74 $ 55,764 2.97 % 6 Total/Weighted Average $ 39,035 $ 74 $ 55,764 2.97 % 6 As of December 31, 2016 J.P. Morgan Securities LLC $ 59,122 $ 96 $ 92,658 2.55 % 6 Citigroup Global Markets, Inc. 3,879 1 4,850 2.11 % 26 Wells Fargo Securities, LLC 3,638 4 4,850 2.05 % 13 Total/Weighted Average $ 66,639 $ 101 $ 102,358 2.50 % 8 * Includes $55.8 and $53.3 Tranche C of Company issued CLO held by the Company, which eliminates within the real estate securities, at fair value line of the consolidated balance sheets as of September 30, 2017 and December 31, 2016 , respectively. Collateralized Loan Obligation On October 19, 2015, RFT 2015-FL1 Issuer, Ltd. (the “2015 Issuer”) and RFT 2015-FL1 Co-Issuer, LLC (the “2015 Co-Issuer”), both wholly owned indirect subsidiaries of the Company, entered into an indenture with the OP, as advancing agent, U.S. Bank National Association as note administrator and U.S. Bank National Association as trustee, which governs the issuance of approximately $350.2 million principal balance secured floating rate notes (the “Notes”). In addition, concurrently with the issuance of the Notes, the 2015 Issuer also issued 78,188,494 Preferred Shares, par value of $ 0.001 per share and with an aggregate liquidation preference and notional amount equal to $ 1,000 per share (the “Preferred Shares”), which were not offered as part of closing the indenture. For U.S. federal income tax purposes, the 2015 Issuer and 2015 Co-Issuer are disregarded entities. On June 29, 2017, BSPRT 2017-FL1 Issuer, Ltd. (the “2017 Issuer”) and BSPRT 2017-FL1 Co-Issuer, LLC (the “2017 Co-Issuer”), both wholly owned indirect subsidiaries of the Company, entered into an indenture with the OP, as advancing agent, U.S. Bank National Association as note administrator and U.S. Bank National Association as trustee, which governs the issuance of approximately $ 339.5 million principal balance secured floating rate notes (the “Notes”). In addition, concurrently with the issuance of the Notes, the 2017 Issuer also issued 78,561,345 Preferred Shares, par value of $ 0.001 per share and with an aggregate liquidation preference and notional amount equal to $ 1,000 per share (the “Preferred Shares”), which were not offered as part of closing the indenture. For U.S. federal income tax purposes, the 2017 Issuer and 2017 Co-Issuer are disregarded entities. As of September 30, 2017 and December 31, 2016, the CLO Notes issued in 2015 are collateralized by interests in a pool of 17 and 27 mortgage assets having a total principal balance of $321.8 million and $419.3 million , respectively, (the “Mortgage Assets”) originated by a subsidiary of the Company. The sale of the Mortgage Assets to the 2015 Issuer is governed by a Mortgage Asset Purchase Agreement dated as of October 19, 2015, between the Company and the 2015 Issuer. In connection with the securitization, the 2015 Issuer and 2015 Co-Issuer offered and sold the following classes of Notes to third parties: Class A, Class B and Class C. A wholly owned subsidiary of the Company retained approximately $56.0 million of the total $76.0 million of Class C and all of the preferred equity in the Issuer. The retained Class C and its related interest income and the preferred equity are eliminated in the Company's consolidated financial statements. The Company, as the holder of preferred equity in the 2015 Issuer, will absorb the first losses of the CLO, which may have a negative impact to the Company's result of operations. The issuance of the CLO also results in an increase in interest expense within the Consolidated Statements of Operations. As of September 30, 2017 the CLO Notes issued in 2017 are collateralized by interests in a pool of 23 mortgage assets having a total principal balance of $ 418.1 million (the “Mortgage Assets”) originated by a subsidiary of the Company. The sale of the Mortgage Assets to the 2017 Issuer is governed by a Mortgage Asset Purchase Agreement dated as of June 29, 2017, between the Company and the 2017 Issuer. In connection with the securitization, the 2017 Issuer and 2017 Co-Issuer offered and sold the following classes of Notes to third parties: Class A, Class B and Class C. A wholly owned subsidiary of the Company retained all of the preferred equity in the 2017 Issuer. The Company, as the holder of preferred equity in the 2017 Issuer, will absorb the first losses of the CLO, which may have a negative impact to the Company's result of operations. The issuance of the CLO also results in an increase in interest expense within the Consolidated Statements of Operations. The following tables represent the terms of the 2015 and 2017 CLOs issued, respectively. 2015 Facility ($000s) Par Value Issued Par Value Outstanding (*) Interest Rate Maturity Date As of September 30, 2017 Tranche A $ 231,345 $ 124,690 1M LIBOR + 175 8/1/2030 Tranche B 42,841 42,841 1M LIBOR + 388 8/1/2030 Tranche C 76,044 20,000 1M LIBOR + 525 8/1/2030 $ 350,230 $ 187,531 As of December 31, 2016 Tranche A $ 231,345 $ 222,195 1M LIBOR + 175 8/1/2030 Tranche B 42,841 42,841 1M LIBOR + 388 8/1/2030 Tranche C 76,044 20,000 1M LIBOR + 525 8/1/2030 $ 350,230 $ 285,036 ________________________ * Excludes $56.0 million and $56.0 million of Tranche C of Company issued CLO held by the Company, which eliminates within the collateralized loan obligation line of the consolidated balance sheets as of September 30, 2017 and December 31, 2016 , respectively. 2017 Facility ($000s) Par Value Issued Par Value Outstanding Interest Rate Maturity Date As of September 30, 2017 Tranche A $ 223,600 $ 223,600 1M LIBOR + 135 7/1/2027 Tranche B 48,000 48,000 1M LIBOR + 240 7/1/2027 Tranche C 67,900 67,900 1M LIBOR + 425 7/1/2027 $ 339,500 $ 339,500 The below table reflects the total assets and liabilities of the Company's two CLOs. The CLOs are considered VIEs and are consolidated into the Company's consolidated financial statements as of September 30, 2017 and December 31, 2016 as the Company is the primary beneficiary of the VIEs. The Company is the primary beneficiary of the CLOs because (i) the Company has the power to direct the activities that most significantly affect the VIEs' economic performance and (ii) the right to receive benefits from the VIEs or the obligation to absorb losses of the VIEs that could be significant to the VIEs. Assets ($000s) September 30, 2017 December 31, 2016 Cash (1) $ 37,615 $ 5 Commercial mortgage loans, held for investment, net of allowance of $1,431 and $1,017 (2) 699,928 417,057 Accrued interest receivable 1,899 1,101 Total assets $ 739,442 $ 418,163 Liabilities Notes payable (3)(4) $ 571,303 $ 334,246 Interest payable 980 564 Total liabilities $ 572,283 $ 334,810 ________________________ (1) Includes $37.5 million of cash held by the servicer related to CLO loan payoffs as of September 30, 2017 . (2) The balance is presented net of allowance for loan loss of $1.4 million and $1.0 million as of September 30, 2017 and December 31, 2016 , respectively. (3) Includes $55.8 million and $55.8 million of Tranche C of Company issued CLO held by the Company, which eliminates within the Collateral loan obligations line of the consolidated balance sheets as of September 30, 2017 and December 31, 2016 , respectively. (4) The balance is presented net of deferred financing cost and discount of $ 11.5 million and $6.8 million as of September 30, 2017 and December 31, 2016 , respectively. |