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"), Wells Fargo Bank, National Association (the "WF Repo Facility"), and Credit Suisse AG (the "CS Repo Facility" and together with JPM Repo Facility, GS Repo Facility, USB Repo Facility, WF Repo Facility, Barclays Facility, the "Repo Facilities"). The Repo Facilities are financing sources through which the Company may pledge one or more mortgage loans to the financing entity in exchange for funds typically at an advance rate of between 65% to 80% of the principal amount of the mortgage loan being pledged. The details of the Company's Repo Facilities at December 31, 2018 and December 31, 2017 are as follows (dollars in thousands): As of December 31, 2018 Ending Weighted Average Interest Rate Initial Term Maturity Repurchase Facility Committed Financing Amount Outstanding Interest Expense (1) JPM Repo Facility (2) $ 520,000 $ 72,906 $ 7,838 4.55 % 1/30/2020 GS Repo Facility (3) — — 470 N/A 12/27/2018 USB Repo Facility (4) 100,000 — 594 4.71 % 6/15/2020 CS Repo Facility (5) 300,000 76,534 6,594 4.69 % 6/19/2019 WF Repo Facility (6) 175,000 — 86 4.71 % 11/21/2020 Barclays Facility (7) 100,000 — 1,445 6.24 % 9/19/2019 Total $ 1,195,000 $ 149,440 $ 17,027 __________________________ (1) For the year ended December 31, 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) Matured on December 27, 2018. Committed balance was $250 million prior to maturity. (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 July 19, 2018, the committed financing amount was upsized from $ 250 million to $ 300 million . 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 three one -year extensions at the Company’s option, which may be exercised upon the satisfaction of certain conditions. (7) On July 30, 2018, the committed financing amount was upsized from $ 75 million to $ 100 million . Includes a one -year extension at the Company's option. As of December 31, 2017 Ending Weighted Average Interest Rate Initial Term Maturity Repurchase Facility Committed Financing Amount Outstanding Interest Expense (1) JPM Repo Facility (2) $ 300,000 $ 42,042 $ 8,453 3.77 % 6/12/2019 GS Repo Facility (3) 250,000 13,500 4,573 3.83 % 12/27/2018 USB Repo Facility (4) 100,000 — 303 N/A 6/15/2020 CS Repo Facility (5) 250,000 10,148 577 3.99 % 8/30/2018 Barclays Facility (6) 75,000 — 236 N/A 9/19/2019 Total $ 975,000 $ 65,690 $ 14,142 _______________________ (1) For the year ended December 31, 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 Company’s 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. The Company expects to use the advances from the Repo Facilities 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. As of December 31, 2018 and December 31, 2017 , the Company is in compliance with all debt covenants. Other financing and loan participation - 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 was 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 a maturity date of June 9, 2019. The Company paid off the outstanding balance in June 2018. As of December 31, 2017 , the Company had $26.2 million of outstanding principal under the PWB Financing. The Company incurred $1.2 million and $1.2 million of interest expense on the PWB Financing for the year ended December 31, 2018 and December 31, 2017 , including amortization of deferred financing costs, respectively. On December 11, 2018, the Company transferred $10.0 million of its interest in a term loan to City National Bank ("City National Financing") via a participation agreement. As of December 31, 2018 , the City National Financing accrued interest at an annual rate of 4.5% . The Company incurred $0.03 million of interest expense on the City National Financing for the year ended December 31, 2018 . 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 December 31, 2018 and 2017 (dollars in thousands): Weighted Average Counterparty Amount Outstanding Accrued Interest Collateral Pledged (1) Interest Rate Days to Maturity As of December 31, 2018 JP Morgan Securities LLC $ 21,961 $ 27 $ 26,750 3.67 % 18 Wells Fargo Securities, LLC 22,578 47 28,223 3.93 % 11 Total $ 44,539 $ 74 $ 54,973 3.80 % 14.5 As of December 31, 2017 JP Morgan Securities LLC $ 39,035 $ 11 $ 56,044 3.32 % 26 Total/Weighted Average $ 39,035 $ 11 $ 56,044 3.32 % 26 ________________________ 1 Includes $28.2 million and $56.0 million of CLO notes, held by the Company, which is eliminated within the Real estate securities, at fair value line of the consolidated balance sheets as of as of December 31, 2018 and December 31, 2017 , respectively. Collateralized Loan Obligation On February 15, 2018, the Company called all of the outstanding notes issued by RFT 2015-FL1 Issuer, a wholly owned indirect subsidiary of the Company. The outstanding principal of the notes on the date of the call was $ 145.0 million . The Company recognized all the remaining unamortized deferred financing costs of $ 6.4 million within the Interest expense line of the consolidated statements of operations, which was a non-cash charge. As of December 31, 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 15 and 25 mortgage assets having a total principal balance of $216.0 million and $418.1 million , respectively (the “2017-FL1 Mortgage Assets”). 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 December 31, 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 12 and 20 mortgage assets having a total principal balance of $244.6 million and $440.7 million , respectively (the “2017-FL2 Mortgage Assets”). 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 “Issuer”) and BSPRT 2018-FL3 Co-Issuer, LLC (the “Co-Issuer”), both wholly owned indirect subsidiaries of the Company, collateralized by interests in a pool of 41 mortgage assets having a principal balance of $609.3 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 $546.0 million principal balance secured floating rate notes (the “Notes”), of which $488.0 million were purchased by third party investors and $58.0 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 “Preferred Shares”), 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. On October 12, 2018, BSPRT 2018-FL4 Issuer, Ltd. (the “CLO Issuer”) and BSPRT 2018-FL4 Co-Issuer, LLC (the “Co-CLO Issuer”), both wholly owned indirect subsidiaries of the Company, collateralized by interests in a pool of 41 mortgage assets having a principal balance of $859.3 million (the "2018-FL4 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 $770.7 million principal balance secured floating rate notes (the “CLO Notes”), of which $673.0 million were purchased by third party investors and $97.7 million purchased by a wholly owned subsidiary of the OP. In addition, concurrently with the issuance of the CLO Notes, the CLO Issuer also issued 97,694,546 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 “CLO Preferred Shares”), which were not offered as part of closing the indenture. For U.S. federal income tax purposes, the CLO Issuer and Co-CLO Issuer are disregarded entities. The Company, through its wholly-owned subsidiaries, holds the preferred equity tranches of all four of the above CLOs of approximately $288.8 million . The following table represents the terms of the notes issued by the 2015-FL1 Issuer, 2017-FL1 Issuer, 2017-FL2 Issuer, 2018-FL3 Issuer and 2018-FL4 Issuer (the "CLOs), respectively (dollars in thousands): CLO Facility As of December 31, 2018 Par Value Issued Par Value Outstanding (1) Interest Rate Maturity Date 2017-FL1 Issuer Tranche A $ 223,600 $ 48,557 1M LIBOR + 135 6/15/2027 2017-FL1 Issuer Tranche B 48,000 48,000 1M LIBOR + 240 6/15/2027 2017-FL1 Issuer Tranche C 67,900 67,900 1M LIBOR + 425 6/15/2027 2017-FL2 Issuer Tranche A 237,970 76,785 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 2018-FL4 Issuer Tranche A 416,827 416,827 1M LIBOR + 105 9/15/2035 2018-FL4 Issuer Tranche A-S 73,813 73,813 1M LIBOR + 130 9/15/2035 2018-FL4 Issuer Tranche B 56,446 56,446 1M LIBOR + 160 9/15/2035 2018-FL4 Issuer Tranche C 68,385 68,385 1M LIBOR + 210 9/15/2035 2018-FL4 Issuer Tranche D 57,531 57,531 1M LIBOR + 275 9/15/2035 $ 1,861,864 $ 1,525,636 CLO Facility As of December 31, 2017 Par Value Issued Par Value Outstanding (1) 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 $186.5 million and $86.7 million of CLO notes, held by the Company, which are eliminated within the collateralized loan obligation line of the consolidated balance sheets as of December 31, 2018 and December 31, 2017 . The below table reflects the total assets and liabilities of the Company's four CLOs. The CLOs are considered VIEs and are consolidated into the Company's consolidated financial statements as of December 31, 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 VIE’s 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) December 31, 2018 December 31, 2017 Cash (1) $ 74,157 $ 49,017 Commercial mortgage loans, held for investment, net (2) 1,921,428 1,033,427 Accrued interest receivable 6,353 4,212 Total Assets $ 2,001,938 $ 1,086,656 Liabilities Notes payable (3)(4) $ 1,712,129 $ 912,800 Accrued interest payable 3,163 1,462 Total Liabilities $ 1,715,292 $ 914,262 ________________________ (1) Includes $73.7 million and $48.7 million of cash held by the servicer related to CLO loan payoffs as of December 31, 2018 and December 31, 2017 . (2) The balance is presented net of allowance for loan loss of $0.6 million and $1.3 million as of December 31, 2018 and December 31, 2017 , respectively. (3) Includes $186.5 million and $86.7 million of CLO notes, held by the Company, which are eliminated within the collateralized loan obligation line of the consolidated balance sheets as of December 31, 2018 and December 31, 2017 . (4) The balance is presented net of deferred financing cost and discount of $20.4 million and $16.9 million as of December 31, 2018 and December 31, 2017 , respectively. |