Debt | Debt Repurchase Agreements - Commercial Mortgage Loans The Company has entered into repurchase facilities with JPMorgan Chase Bank, National Association (the "JPM Repo Facility"), Barclays Bank PLC (the "Barclays Revolver Facility" and the "Barclays Repo Facility"), Wells Fargo Bank, National Association (the "WF Repo Facility"), and Credit Suisse AG (the "CS Repo Facility" and together with JPM Repo Facility, WF Repo Facility, Barclays Revolver Facility, and Barclays Repo 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 March 31, 2022 and December 31, 2021 are as follows (dollars in thousands): As of March 31, 2022 Repurchase Facility Committed Financing Amount Outstanding Interest Expense (1) Ending Weighted Average Interest Rate Term Maturity JPM Repo Facility $ 400,000 $ 69,757 $ 1,474 2.80 % 10/6/2022 CS Repo Facility (2) 300,000 123,259 1,138 3.01 % 9/30/2022 WF Repo Facility (3) 450,000 201,812 1,248 2.08 % 11/21/2023 Barclays Revolver Facility (4) 250,000 — 2,027 N/A 9/20/2023 Barclays Repo Facility (5) 500,000 128,062 1,490 2.08 % 3/14/2025 Total $ 1,900,000 $ 522,890 $ 7,377 ________________________ (1) For the three months ended March 31, 2022. Includes amortization of deferred financing costs. (2) On August 12, 2021, the Company exercised the extension option upon the satisfaction of certain conditions, and extended the term maturity to September 30, 2022. Additionally, on November 3, 2021 the committed financing amount was amended from $200 million to $300 million with the option to increase to $400 million at the Company's discretion. (3) On November 19, 2021, the committed financing amount was increased from $275 million to $450 million. There are three more one (4) On September 8, 2021, the Company amended the maturity date to September 20, 2023. On December 1, 2021 the committed financing amount was increased from $100 million to $250 million. The Company may increase the total commitment amount by an amount between $100 million and $150 million for three (5) On December 3, 2021 the Company amended the maturity date to March 14, 2025 and the committed financing amount was increased from $300 million to $500 million. There are two one As of December 31, 2021 Repurchase Facility Committed Financing Amount Outstanding Interest Expense (1) Ending Weighted Average Interest Rate Term Maturity JPM Repo Facility $ 400,000 $ 136,470 $ 5,178 2.13 % 10/6/2022 CS Repo Facility (2) 300,000 137,364 3,446 2.43 % 9/30/2022 WF Repo Facility (3) 450,000 186,734 2,090 1.64 % 11/21/2023 Barclays Revolver Facility (4) 250,000 166,700 1,976 6.12 % 9/20/2023 Barclays Repo Facility (5) 500,000 392,332 4,057 1.76 % 3/14/2025 Total $ 1,900,000 $ 1,019,600 $ 16,747 ________________________ (1) For the year ended December 31, 2020. Includes amortization of deferred financing costs. (2) On August 12, 2021, the Company exercised the extension option upon the satisfaction of certain conditions, and extended the term maturity to September 30, 2022. Additionally, on November 3, 2021 the committed financing amount was amended from $200 million to $300 million with the option to increase to $400 million at the Company's discretion. (3) On November 19, 2021, the committed financing amount was increased from $275 million to $450 million. There are three more one (4) On September 8, 2021, the Company amended the maturity date to September 20, 2023. On December 1, 2021 the committed financing amount was increased from $100 million to $250 million. The Company may increase the total commitment amount by an amount between $100 million and $150 million for three (5) On December 3, 2021 the Company amended the maturity date to March 14, 2025 and the committed financing amount was increased from $300 million to $500 million. There are two one 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 March 31, 2022 and December 31, 2021, the Company is in compliance with all debt covenants. Other financing and loan participation - Commercial Mortgage Loans On March 23, 2020, the Company transferred $15.2 million of its interest in a term loan to Sterling National Bank ("SNB") via a participation agreement. Since inception, the Company's outstanding loan increased as a result of future fundings, leading to an increase in amount outstanding via the participation agreement. The Company incurred $0.2 million of interest expense on the SNB term loan for the three months ended March 31, 2022. As of March 31, 2022 and December 31, 2021 the outstanding participation balance was $37.9 million. The loan accrued interest at an annual rate of one-month LIBOR +2.20% and matures on February 9, 2023. On February 10, 2022, the Company transferred $38.0 million of its interest in a term loan to Customers Bank via a participation agreement. Since inception, the Company's outstanding loan increased as a result of future fundings, leading to an increase in amount outstanding via the participation agreement. The Company incurred $5,000 of interest expense on the Customers Bank term loan for the three months ended March 31, 2022. As of March 31, 2022 the outstanding participation balance was $2.3 million. The loan accrued interest at an annual rate of one-month SOFR + 4.01% and matures on May 1, 2025. Mortgage Note Payable On September 17, 2021, the Company, in connection with the consolidating joint venture (as discussed in Note 5 - Real Estate Owned), originated a $112.7 million mortgage note payable, of which $88.7 million is eliminated in consolidation (see Note 5 - Real Estate Owned). The remaining mortgage note payable of $24.0 million is recorded on the consolidated balance sheet. As of March 31, 2022, the loan accrued interest at an annual rate of 3.1% and matures on October 9, 2024. Unsecured Debt As of March 31, 2022, the Company held 30-year junior subordinated notes issued in 2005 and 2006 and maturing in 2035 and 2036, with a total face amount of $100 million. Note balances net of deferred issuance costs, and related weighted average interest rates as of the indicated dates (calculated including issuance cost amortization and adjusted for the effects of related derivatives held as cash flow hedges prior to termination) were as follows (dollars in thousands): As of March 31, 2022 As of December 31, 2021 Borrowings Average Borrowings Average Junior subordinated notes maturing in: October 2035 ($35,000 face amount) $ 34,479 5.34 % $ 34,470 7.86 % December 2035 ($40,000 face amount) 39,484 5.25 % 39,474 7.63 % September 2036 ($25,000 face amount) 24,657 5.29 % 24,650 7.67 % $ 98,620 5.29 % $ 98,594 7.72 % The notes are currently redeemable, in whole or in part, without penalty, at the Company’s option. Pursuant to a lending and security agreement with Security Benefit Life Insurance Company ("SBL"), which was entered into in February 2020 and amended in March and August 2020, the Company may borrow up to $100 million at a rate of one-month LIBOR + 4.5%. The facility has a maturity of February 10, 2023 and is secured by a pledge of equity interests in certain of the Company’s subsidiaries. The Company incurred $0.3 million of interest expense on the lending agreement with SBL for the three months ended March 31, 2022. As of March 31, 2022 there was no outstanding balance. 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 March 31, 2022 and December 31, 2021 (dollars in thousands): Weighted Average Counterparty Amount Outstanding Interest Expense Collateral Pledged (1) Interest Rate Days to Maturity As of March 31, 2022 JP Morgan Securities LLC $ 19,283 $ 55 $ 23,995 1.27 % 14 Goldman Sachs International — — — N/A N/A Barclays Capital Inc. 35,327 75 44,284 1.40 % 7 Citigroup Global Markets, Inc. — — — N/A N/A Total/Weighted Average $ 54,610 $ 130 $ 68,279 1.35 % 9 As of December 31, 2021 JP Morgan Securities LLC $ 19,025 $ 261 $ 24,087 1.14 % 10 Goldman Sachs International — 37 — N/A N/A Barclays Capital Inc. 15,286 526 19,131 1.21 % 14 Citigroup Global Markets, Inc. — 81 — N/A N/A Total/Weighted Average $ 34,311 $ 905 $ 43,218 1.71 % 12 ________________________ (1) Includes $68.3 million and $43.2 million of CLO notes, held by the Company, which are eliminated within the real estate securities, at fair value line in the consolidated balance sheets as of March 31, 2022 and December 31, 2021, respectively. Repurchase Agreements - Real Estate Securities Classified As Trading The Company pledges its real estate securities classified as trading as collateral for repurchase agreements with commercial banks and other financial institutions. Repurchase arrangements entered into by the Company involve the sale and a simultaneous agreement to repurchase the transferred assets at a future date and are accounted for as financings. The Company maintains the beneficial interest in the specific securities pledged during the term of each repurchase arrangement and receives the related principal and interest payments. The terms and conditions of repurchase agreements are negotiated on a transaction-by-transaction basis when each such agreement is initiated or renewed. The amount borrowed is generally equal to the fair value of the securities pledged, as determined by the lending counterparty, less an agreed-upon discount, referred to as a “haircut.” Interest rates are generally fixed based on prevailing rates corresponding to the terms of the borrowings. Interest may be paid monthly or at the termination of an agreement at which time the Company may enter into a new agreement at prevailing haircuts and rates with the same lending counterparty or repay that counterparty and negotiate financing with a different lending counterparty. None of the Company’s lending counterparties are obligated to renew or otherwise enter into new agreements at the conclusion of existing agreements. In response to declines in fair value of pledged securities due to changes in market conditions or the publishing of monthly security pay-down factors, lending counterparties typically require the Company to post additional securities as collateral, pay down borrowings or fund cash margin accounts with the counterparties in order to re-establish the agreed-upon collateral requirements. These actions are referred to as margin calls. Conversely, in response to increases in fair value of pledged securities, the Company routinely margin calls its lending counterparties in order to have previously pledged collateral returned. Repurchase agreements (and related pledged collateral, including accrued interest receivable), classified by collateral type and remaining maturities, and related weighted average borrowing rates as of the indicated dates were as follows (dollars in thousands): Collateral Type Collateral Accrued Borrowings Average As of March 31, 2022 Repurchase arrangements secured by Agency securities with maturities of 30 days or less $ 1,733,101 $ 3,726 $ 1,659,931 0.39 % $ 1,733,101 $ 3,726 $ 1,659,931 0.39 % As of December 31, 2021 Repurchase arrangements secured by Agency securities with maturities of 30 days or less $ 4,327,020 $ 8,908 $ 4,144,473 0.13 % $ 4,327,020 $ 8,908 $ 4,144,473 0.13 % Average repurchase agreements outstanding were $3.06 billion and $3.97 billion during the quarters ended March 31, 2022 and December 31, 2021. Average repurchase agreements outstanding differed from respective quarter-end balances during the indicated periods primarily due to changes in portfolio levels and differences in the timing of portfolio acquisitions relative to portfolio runoff and asset sales. Collateralized Loan Obligations As of March 31, 2022 and December 31, 2021 the notes issued by BSPRT 2018-FL4 Issuer, Ltd. and BSPRT 2018-FL4 Co-Issuer, LLC, each wholly owned indirect subsidiaries of the Company, are collateralized by interests in a pool of 24 and 31 mortgage assets having a principal balance of $338.0 million and $503.3 million, respectively (the "2018-FL4 Mortgage Assets"). The sale of the 2018-FL4 Mortgage Assets to BSPRT 2018-FL4 Issuer is governed by a Mortgage Asset Purchase Agreement dated as of October 12, 2018, between the Company and BSPRT 2018-FL4 Issuer. As of March 31, 2022 and December 31, 2021, the notes issued by BSPRT 2019-FL5 Issuer, Ltd. and BSPRT 2019-FL5 Co-Issuer, LLC, each wholly owned indirect subsidiaries of the Company, are collateralized by interests in a pool of 40 and 48 mortgage assets having a principal balance of $546.4 million and $589.0 million respectively (the "2019-FL5 Mortgage Assets"). The sale of the 2019-FL5 Mortgage Assets to BSPRT 2019-FL5 Issuer is governed by a Mortgage Asset Purchase Agreement dated as of May 30, 2019, between the Company and BSPRT 2019-FL5 Issuer. As of March 31, 2022 and December 31, 2021 , the notes issued by BSPRT 2021-FL6 Issuer, Ltd. and BSPRT 2021-FL6 Co-Issuer, LLC, each wholly owned indirect subsidiaries of the Company , are collateralized by interests in a pool of 38 and 44 mortgage assets having a principal balance of $636.9 million and $682.32 million respectively (the "2021-FL6 Mortgage Assets"). The sale of the 2021-FL6 Mortgage Assets to BSPRT 2021-FL6 Issuer, Ltd. is governed by a Collateral Interest Purchase Agreement dated as of March 25, 2021, between the Company and BSPRT 2021-FL6 Issuer, Ltd. As of March 31, 2022 and December 31, 2021 , the notes issued by BSPRT 2021-FL7 Issuer, Ltd. and BSPRT 2021-FL7 Co-Issuer, LLC, each wholly owned indirect subsidiaries of the Company , are collateralized by interests in a pool of 45 and 47 mortgage assets having a principal balance of $899.1 million and $871.44 million respectively (the "2021-FL7 Mortgage Assets"). The sale of the 2021-FL7 Mortgage Assets to BSPRT 2021-FL7 Issuer, Ltd. is governed by a Collateral Interest Purchase Agreement dated as of March 25, 2021, between the Company and BSPRT 2021-FL7 Issuer, Ltd. On February 15, 2022, BSPRT 2022-FL8 Issuer, Ltd. and BSPRT 2022-FL8 Co-Issuer, LLC, both wholly owned indirect subsidiaries of the Company entered into an indenture with the OP, as advancing agent and U.S. Bank National Association, as note administrator and trustee, which governs the issuance of approximately $1.1 billion principal balance secured floating rate notes, of which $960 million were purchased by third party investors and $132 million were purchased by a wholly owned subsidiary of the OP. In addition, concurrently with the issuance of the notes, BSPRT 2022-FL8 Issuer, Ltd. also issued 108,000 preferred shares, par value of $0.001 per share and with an aggregate liquidation preference and notional amount equal to $1,000 per share, which were not offered as part of closing the indenture. For U.S. federal income tax purposes, BSPRT 2022-FL8 Issuer, Ltd. and BSPRT 2022-FL8 Co-Issuer, LLC are disregarded entities. As of March 31, 2022 , the notes issued by BSPRT 2022-FL8 Issuer, Ltd. and BSPRT 2022-FL8 Co-Issuer, LLC, are collateralized by interests in a pool of 32 mortgage assets having a principal balance of $1.2 billion (the "2022-FL8 Mortgage Assets"). The sale of the 2022-FL8 Mortgage Assets to BSPRT 2022-FL8 Issuer, Ltd. is governed by a Collateral Interest Purchase Agreement dated as of December 21, 2021, between the Company and BSPRT 2022-FL8 Issuer, Ltd. The Company, through its wholly-owned subsidiaries, holds the preferred equity tranches of the above CLOs of approximately $437.2 million and $329.2 million as of March 31, 2022 and December 31, 2021, respectively. The following table represents the terms of the notes issued by 2018-FL4 Issuer, 2019-FL5 Issuer 2021-FL6 Issuer, 2021-FL7 Issuer and 2022-FL8 Issuer (the "CLOs"), respectively, as of March 31, 2022 (dollars in thousands): CLO Facility Tranche Par Value Issued Par Value Outstanding (1) Interest Rate Maturity Date 2018-FL4 Issuer Tranche A $ 416,827 $ — 1M LIBOR + 105 9/15/2035 2018-FL4 Issuer Tranche A-S 73,813 42,998 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 2018-FL4 Issuer Tranche E 28,223 28,223 1M LIBOR + 305 9/15/2035 2019-FL5 Issuer Tranche A 407,025 170,467 1M LIBOR + 115 5/15/2029 2019-FL5 Issuer Tranche A-S 76,950 76,950 1M LIBOR + 148 5/15/2029 2019-FL5 Issuer Tranche B 50,000 50,000 1M LIBOR + 140 5/15/2029 2019-FL5 Issuer Tranche C 61,374 61,374 1M LIBOR + 200 5/15/2029 2019-FL5 Issuer Tranche D 48,600 5,000 1M LIBOR + 240 5/15/2029 2019-FL5 Issuer Tranche E 20,250 20,250 1M LIBOR + 285 5/15/2029 2021-FL6 Issuer Tranche A 367,500 367,500 1M LIBOR + 110 3/15/2036 2021-FL6 Issuer Tranche A-S 86,625 86,625 1M LIBOR + 130 3/15/2036 2021-FL6 Issuer Tranche B 33,250 33,250 1M LIBOR + 160 3/15/2036 2021-FL6 Issuer Tranche C 41,125 41,125 1M LIBOR + 205 3/15/2036 2021-FL6 Issuer Tranche D 44,625 44,625 1M LIBOR + 300 3/15/2036 2021-FL6 Issuer Tranche E 11,375 11,375 1M LIBOR + 350 3/15/2036 2021-FL7 Issuer Tranche A 508,500 508,500 1M LIBOR + 132 12/21/2038 2021-FL7 Issuer Tranche A-S 13,500 13,500 1M LIBOR + 165 12/21/2038 2021-FL7 Issuer Tranche B 52,875 52,875 1M LIBOR + 205 12/21/2038 2021-FL7 Issuer Tranche C 66,375 66,375 1M LIBOR + 230 12/21/2038 2021-FL7 Issuer Tranche D 67,500 67,500 1M LIBOR + 275 12/21/2038 2021-FL7 Issuer Tranche E 13,500 13,500 1M LIBOR + 340 12/21/2038 2022-FL8 Issuer Tranche A 690,000 690,000 1M LIBOR + 150 2/15/2037 2022-FL8 Issuer Tranche A-S 66,000 66,000 1M LIBOR + 185 2/15/2037 2022-FL8 Issuer Tranche B 55,500 55,500 1M LIBOR + 205 2/15/2037 2022-FL8 Issuer Tranche C 67,500 67,500 1M LIBOR + 230 2/15/2037 2022-FL8 Issuer Tranche D 81,000 81,000 1M LIBOR + 350 2/15/2037 2022-FL8 Issuer Tranche E 25,500 — 1M LIBOR + 350 2/15/2037 $ 3,657,674 $ 2,904,374 ________________________ (1) Excludes $452.6 million of CLO notes, held by the Company, which are eliminated within the collateralized loan obligations line in the consolidated balance sheets as of March 31, 2022. The following table represents the terms of the notes issued by 2018-FL4 Issuer, 2019-FL5 Issuer, 2021-FL6 Issuer and 2021-FL7 Issuer, as of December 31, 2021 (dollars in thousands): CLO Facility Tranche Par Value Issued Par Value Outstanding (1) Interest Rate Maturity Date 2018-FL4 Issuer Tranche A $ 416,827 $ 75,263 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 2018-FL4 Issuer Tranche E 28,223 28,223 1M LIBOR + 305 9/15/2035 2019-FL5 Issuer Tranche A 407,025 299,529 1M LIBOR + 115 5/15/2029 2019-FL5 Issuer Tranche A-S 76,950 76,950 1M LIBOR + 148 5/15/2029 2019-FL5 Issuer Tranche B 50,000 50,000 1M LIBOR + 140 5/15/2029 2019-FL5 Issuer Tranche C 61,374 61,374 1M LIBOR + 200 5/15/2029 2019-FL5 Issuer Tranche D 48,600 5,000 1M LIBOR + 240 5/15/2029 2019-FL5 Issuer Tranche E 20,250 20,250 1M LIBOR + 285 5/15/2029 2021-FL6 Issuer Tranche A 367,500 367,500 1M LIBOR + 110 3/15/2036 2021-FL6 Issuer Tranche A-S 86,625 86,625 1M LIBOR + 130 3/15/2036 2021-FL6 Issuer Tranche B 33,250 33,250 1M LIBOR + 160 3/15/2036 2021-FL6 Issuer Tranche C 41,125 41,125 1M LIBOR + 205 3/15/2036 2021-FL6 Issuer Tranche D 44,625 44,625 1M LIBOR + 300 3/15/2036 2021-FL6 Issuer Tranche E 11,375 11,375 1M LIBOR + 350 3/15/2036 2021-FL7 Issuer Tranche A 508,500 508,500 1M LIBOR + 132 12/21/2038 2021-FL7 Issuer Tranche A-S 13,500 13,500 1M LIBOR + 165 12/21/2038 2021-FL7 Issuer Tranche B 52,875 52,875 1M LIBOR + 205 12/21/2038 2021-FL7 Issuer Tranche C 66,375 66,375 1M LIBOR + 230 12/21/2038 2021-FL7 Issuer Tranche D 67,500 67,500 1M LIBOR + 275 12/21/2038 2021-FL7 Issuer Tranche E 13,500 13,500 1M LIBOR + 340 12/21/2038 $ 2,672,174 $ 2,179,514 ________________________ (1) Excludes $320.6 million of CLO notes, held by the Company, which are eliminated within the collateralized loan obligations line in the consolidated balance sheets as of December 31, 2021. The below table reflects the total assets and liabilities of the Company's outstanding CLOs. The CLOs are considered VIEs and are consolidated into the Company's consolidated financial statements as of March 31, 2022 and December 31, 2021 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. The VIE's are non-recourse to the Company. Assets (dollars in thousands) March 31, 2022 December 31, 2021 Cash (1) $ 178,313 $ 187,668 Commercial mortgage loans, held for investment, net (2) 3,600,351 2,629,431 Accrued interest receivable 7,833 5,918 Total Assets $ 3,786,497 $ 2,823,017 Liabilities Notes payable (3)(4) $ 3,336,459 $ 2,482,762 Accrued interest payable 2,495 1,598 Total Liabilities $ 3,338,954 $ 2,484,360 ________________________ (1) Includes $177.4 million and $187.0 million of cash held by the servicer related to CLO loan payoffs as of March 31, 2022 and December 31, 2021, respectively. (2) The balance is presented net of allowance for credit losses of $8.5 million and $8.7 million as of March 31, 2022 and December 31, 2021, respectively. (3) Includes $452.6 million and $320.6 million of CLO notes, held by the Company, which are eliminated within the collateralized loan obligations line of the consolidated balance sheets as of March 31, 2022 and December 31, 2021, respectively. (4) The balance is presented net of deferred financing cost and discount of $20.5 million and $17.3 million as of March 31, 2022 and December 31, 2021, respectively. |