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"), and Credit Suisse AG (the "CS Repo Facility" ) and together with JPM Repo Facility, GS Repo Facility, USB Repo Facility (the "Repo Facilities"). 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. The Company entered into a repurchase facility with Barclays Bank PLC (the "Barclays Facility") on September 19, 2017. Borrowings under the Barclays Facility accrue interest, at the Company's option, at per annum rates equal to (i) a spread over the Base Rate of 1.75% or (ii) a spread over the Eurodollar Rate of 2.75% , and provides for quarterly interest-only payments, with all principal and interest outstanding being due on the maturity date. The details of the Company's Repo Facilities and the Barclays Facility at June 30, 2018 and December 31, 2017 are as follows (dollars in thousands): As of June 30, 2018 Ending Weighted Average Interest Rate Term Maturity Repurchase Facility Committed Financing Amount Outstanding Interest Expense (1) JPM Repo Facility (2) $ 520,000 $ 112,283 $ 4,291 4.13 % 1/30/2020 GS Repo Facility (3) 250,000 ā 257 n/a 12/27/2018 USB Repo Facility (4) 100,000 14,651 160 3.85 % 6/15/2020 CS Repo Facility (5) 250,000 121,041 2,379 4.39 % 6/19/2019 Barclays Facility (6) 75,000 57,000 681 6.82 % 9/19/2019 Total $ 1,195,000 $ 304,975 $ 7,768 __________________________ (1) For the six months ended June 30, 2018. Includes amortization of deferred financing costs. (2) On January 30, 2018 the committed financing amount was upsized from $300 million to $520 million and the maturity date was amended to January 30, 2020 . Includes a one -year extension at the Company's option. (3) Includes a one -year extension at the Companyās option, which may be exercised upon the satisfaction of certain conditions. (4) Includes 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. (5) On June 20, 2018, the Company exercised the extension option upon the satisfaction of certain conditions, and extended the term maturity to June 19, 2019. (6) Includes a one -year extension at the Company's option. As of December 31, 2017 Ending Weighted Average Interest Rate Term Maturity Repurchase Facility Committed Financing Amount Outstanding Interest Expense (1) JPM Repo Facility (2) $ 300,000 $ 42,042 $ 5,500 3.48 % 6/12/2019 GS Repo Facility (3) 250,000 13,500 2,200 3.74 % 12/27/2018 USB Repo Facility (4) 100,000 ā 20 N/A 6/15/2020 CS Repo Facility (5) 250,000 10,148 ā N/A 8/30/2018 Barclays Facility (6) 75,000 ā ā N/A 9/19/2019 Total $ 975,000 $ 65,690 $ 7,720 _______________________ (1) For the six months ended June 30, 2017. Includes amortization of deferred financing costs. (2) Includes a one -year extension at the Company's option. (3) Includes a one -year extension at the Companyās option, which may be exercised upon the satisfaction of certain conditions. (4) Includes 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. (5) 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. (6) Includes a one -year extension at the Company's option. We expect to use the advances from the Repo Facilities and the Barclays Facility to finance the acquisition or origination of eligible loans, including first mortgage loans, subordinated mortgage loans, mezzanine loans and participation interests therein. 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 Companyās collateral decrease as a result of deteriorating credit quality, resulting margin calls may cause an adverse change in the Companyās liquidity position. As of June 30, 2018 and December 31, 2017 , the Company is in compliance with all debt covenants. Other financing - Commercial Mortgage Loans The Company entered into a financing arrangement with Pacific Western Bank for term financing (āPWB Financingā) 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 accrued interest at per annum rates equal to the sum of (i) the applicable LIBOR index rate plus (ii) a margin of 4.0% . The PWB Financing had initial maturity date of June 9, 2019, with two one -year extension options at the Companyās option. As of June 30, 2018 the Company had paid off the outstanding balance on the PWB Financing line. As of December 31, 2017 , the Company had $ 26.2 million of outstanding principal under the PWB Financing. The Company incurred $ 1.2 million of interest expense on the PWB Financing for the six months ended June 30, 2018 , including amortization of deferred financing costs. 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 - 90 days and terms are adjusted for current market rates as necessary. Below is a summary of the Company's MRAs as of June 30, 2018 and December 31, 2017 (dollars in thousands): Weighted Average Counterparty Amount Outstanding Accrued Interest Collateral Pledged Interest Rate Days to Maturity As of June 30, 2018 JP Morgan Securities LLC $ 10,600 $ 26 $ 13,250 3.36 % 3 Total $ 10,600 $ 26 $ 13,250 3.36 % 3 Weighted Average Amount Outstanding Accrued Interest Collateral Pledged (*) Interest Rate Days to Maturity As of December 31, 2017 JP Morgan Securities LLC $ 39,035 $ 11 $ 56,044 3.32 % 26 Total $ 39,035 $ 11 $ 56,044 3.32 % 26 _______________________ * Includes $56.0 million Tranche C of RFT 2015-FL1 CLO held by the Company, which eliminates within the Real estate securities, at fair value line of the consolidated balance sheets as of December 31, 2017 . Collateralized Loan Obligations On February 15, 2018, the Company called all of the outstanding notes issued by RFT 2015-FL1. The outstanding principal of the notes on the date of the call was $145 million . The Company recognized all the remaining unamortized deferred financing costs of $6.4 million recorded within the Interest expense line of the consolidated statements of operations, which was a non-cash charge. As of June 30, 2018 and December 31, 2017 the notes issued by BSPRT 2017-FL1 Issuer, a wholly owned indirect subsidiary of the Company, are collateralized by interests in a pool of 25 mortgage assets having a total principal balance of $418.1 million (the ā2017-FL1 Mortgage Assetsā) originated by a subsidiary of the Company. The sale of the 2017-FL1 Mortgage Assets to BSPRT 2017-FL1 Issuer is governed by a Mortgage Asset Purchase Agreement dated as of June 29, 2017, between the Company and BSPRT 2017-FL1 Issuer. As of June 30, 2018 and December 31, 2017 the notes issued by BSPRT 2017-FL2 Issuer, a wholly owned indirect subsidiary of the Company, are collateralized by interests in a pool of 20 mortgage assets having a total principal balance of $440.7 million (the ā2017-FL2 Mortgage Assetsā) originated by a subsidiary of the Company. The sale of the 2017-FL2 Mortgage Assets to BSPRT 2017-FL2 Issuer is governed by a Mortgage Asset Purchase Agreement dated as of November 29, 2017, between the Company and BSPRT 2017-FL2 Issuer. On April 5, 2018, BSPRT 2018-FL3 Issuer, Ltd. (the āIssuerā) and BSPRT 2018-FL3 Co-Issuer, LLC (the āCo-Issuerā), both wholly owned indirect subsidiaries of the Company, collateralized by interests in a pool of 37 mortgage assets having a principal balance of $610 million (the "2018-FL3 Mortgage Assets") 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 $546 million principal balance secured floating rate notes (the āNotesā), of which $488 million were purchased by third party investors and $58 million purchased by a wholly owned subsidiary of the OP. In addition, concurrently with the issuance of the Notes, the Issuer also issued 64,050,000 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 āPreferred Sharesā), which were not offered as part of closing the indenture. For U.S. federal income tax purposes, the Issuer and Co-Issuer are disregarded entities. The Company, through its wholly-owned subsidiaries, holds the preferred equity tranches of BSPRT 2017-FL1, BSPRT 2017-FL2 and BSPRT 2018-FL3 of approximately $ 191 million . The following table represents the terms of the notes issued by BSPRT 2017-FL1 Issuer, BSPRT 2017-FL2 Issuer and BSPRT 2018-FL3, respectively (dollars in thousands): CLO Facility As of June 30, 2018 Par Value Issued Par Value Outstanding (1) Interest Rate Maturity Date 2017-FL1 Issuer Tranche A $ 223,600 $ 223,600 1M LIBOR + 135 7/1/2027 2017-FL1 Issuer Tranche B 48,000 48,000 1M LIBOR + 240 7/1/2027 2017-FL1 Issuer Tranche C 67,900 67,900 1M LIBOR + 425 7/1/2027 2017-FL2 Issuer Tranche A 237,970 237,970 1M LIBOR + 82 10/15/2034 2017-FL2 Issuer Tranche A-S 36,357 36,357 1M LIBOR + 110 10/15/2034 2017-FL2 Issuer Tranche B 26,441 26,441 1M LIBOR + 140 10/15/2034 2017-FL2 Issuer Tranche C 25,339 25,339 1M LIBOR + 215 10/15/2034 2017-FL2 Issuer Tranche D 35,255 35,255 1M LIBOR + 345 10/15/2034 2018-FL3 Issuer Tranche A 286,700 286,700 1M LIBOR + 105 3/15/2028 2018-FL3 Issuer Tranche A-S 77,775 77,775 1M LIBOR + 135 3/15/2028 2018-FL3 Issuer Tranche B 41,175 41,175 1M LIBOR + 165 3/15/2028 2018-FL3 Issuer Tranche C 39,650 39,650 1M LIBOR + 255 3/15/2028 2018-FL3 Issuer Tranche D 42,700 42,700 1M LIBOR + 345 3/15/2028 $ 1,188,862 $ 1,188,862 CLO Facility As of December 31, 2017 Par Value Issued Par Value Outstanding (1) (2) (3) Interest Rate Maturity Date 2015-FL1 Issuer Tranche A $ 231,345 $ 79,109 1M LIBOR + 175 8/1/2030 2015-FL1 Issuer Tranche B 42,841 42,841 1M LIBOR + 388 8/1/2030 2015-FL1 Issuer Tranche C 76,044 20,000 1M LIBOR + 525 8/1/2030 2017-FL1 Issuer Tranche A 223,600 223,600 1M LIBOR + 135 7/1/2027 2017-FL1 Issuer Tranche B 48,000 48,000 1M LIBOR + 240 7/1/2027 2017-FL1 Issuer Tranche C 67,900 67,900 1M LIBOR + 425 7/1/2027 2017-FL2 Issuer Tranche A 237,970 237,970 1M LIBOR + 82 10/15/2034 2017-FL2 Issuer Tranche A-S 36,357 36,357 1M LIBOR + 110 10/15/2034 2017-FL2 Issuer Tranche B 26,441 26,441 1M LIBOR + 140 10/15/2034 2017-FL2 Issuer Tranche C 25,339 25,339 1M LIBOR + 215 10/15/2034 2017-FL2 Issuer Tranche D 35,255 35,255 1M LIBOR + 345 10/15/2034 $ 1,051,092 $ 842,812 ________________________ (1) Excludes $16.0 million of Tranche E notes and $14.9 million of Tranche F notes issued by BSPRT 2017-FL2 Issuer, held by the Company, which are eliminated within the collateralized loan obligation line of the consolidated balance sheets as of June 30, 2018 and December 31, 2017 . (2) Excludes $56.0 million of Tranche C notes issued by RFT 2015-FL1 Issuer, held by the Company, which eliminates within the collateralized loan obligation line of the consolidated balance sheets as of December 31, 2017 . (3) Excludes $ 36.6 million of Tranche E notes and $21.4 million of Tranche F notes issued by BSPRT 2018-FL3 Issuer, held by the Company, which are eliminated within the collateralized loan obligation line of the consolidated balance sheets as of June 30, 2018 . The below table reflects the total assets and liabilities of the Company's three CLOs. The CLOs are considered VIEs and are consolidated into the Company's consolidated financial statements as of June 30, 2018 and December 31, 2017 as the Company is the primary beneficiary of the VIE. 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 VIEās 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 VIE. Assets (dollars in thousands) June 30, 2018 December 31, 2017 Cash (1) $ 48,474 $ 49,017 Commercial mortgage loans, held for investment, net of allowance (2) 1,415,268 1,033,427 Accrued interest receivable 4,323 4,212 Total assets $ 1,468,065 $ 1,086,656 Liabilities Notes payable (3)(4) $ 1,374,299 $ 912,800 Interest payable 1,929 1,462 Total liabilities $ 1,376,228 $ 914,262 ________________________ (1) Includes $48.2 million and $48.7 million of cash held by the servicer related to CLO loan payoffs as of June 30, 2018 and December 31, 2017 . (2) The balance is presented net of allowance for loan loss of $0.9 million and $1.3 million as of June 30, 2018 and December 31, 2017 , respectively. (3) Includes $16.0 million of Tranche E notes and $14.9 million of Tranche F notes issued by 2017-FL2 Issuer held by the Company as of June 30, 2018 and December 31, 2017 ; $36.6 million of Tranche E notes and $21.4 million of Tranche F notes issued by 2018-FL3 Issuer held by the Company as of June 30, 2018 . The notes held by the Company are eliminated within the Collateral loan obligations line of the consolidated balance sheets. Includes $55.8 million of Tranche C of Company issued CLO held by the Company as of December 31, 2017 . (4) The balance is presented net of deferred financing cost and discount of $ 15.9 million and $16.9 million as of June 30, 2018 and December 31, 2017 , respectively. |