Notes Payable, Repurchase Agreements, and Subscription Secured Facility | (7) Notes Payable, Repurchase Agreements, and Subscription Secured Facility At June 30, 2017 and December 31, 2016, the Company had notes payable, repurchase agreements, and a subscription secured credit facility for certain of the Company’s originated loans. These financing agreements bear interest at a rate equal to LIBOR plus a credit spread determined primarily by advance rate and property type, or in the case of the subscription secured facility, the creditworthiness of the irrevocable investor commitments that secure the facility. Except for the subscription secured facility, the agreements contain covenants that include certain financial requirements, including maintenance of minimum liquidity, minimum tangible net worth, maximum debt to net worth ratio, current ratio and limitations on capital expenditures, indebtedness, distributions, transactions with affiliates and maintenance of positive net income as defined in the agreements. The following table presents certain information regarding the Company’s notes payable, repurchase agreements, and subscription secured facility as of June 30, 2017 and December 31, 2016, respectively. Except as otherwise noted, all other agreements are held on a non-recourse basis. Amounts included are shown in thousands: As of June 30, 2017 Notes Payable Maturity Date Index Rate Weighted Average Spread Interest Rate Commitment Amount Maximum Current Availability Balance Outstanding Principal Balance of Collateral Bank of the Ozarks 8/23/2019 1 Month Libor 4.5 % 5.6 % $ 92,400 $ 64,013 $ 28,387 $ 41,241 Bank of the Ozarks 8/31/2018 1 Month Libor 4.0 5.1 68,600 25,867 42,733 61,590 Deutsche Bank 9/25/2019 1 Month Libor 3.5 4.6 64,779 23,137 41,642 69,403 Deutsche Bank 6/29/2018 1 Month Libor 3.3 4.3 49,644 22,362 27,282 41,972 Bank of the Ozarks 5/22/2018 1 Month Libor 4.8 5.8 48,750 25,425 23,325 35,885 Deutsche Bank 12/9/2018 1 Month Libor 3.7 4.7 42,543 1 42,542 60,775 BMO Harris Bank (1) 4/9/2020 1 Month Libor 2.7 3.7 32,500 — 32,500 45,000 399,216 160,805 238,411 355,866 Repurchase Agreements Maturity Date Index Rate Weighted Average Spread Interest Rate Commitment Amount Maximum Current Availability Balance Outstanding Principal Balance of Collateral Goldman Sachs (1) 8/19/2018 1 Month Libor 2.3 % 3.3 % 750,000 361,777 388,223 556,298 Wells Fargo (1) 5/25/2019 1 Month Libor 2.2 3.4 750,000 508,265 241,735 342,700 JP Morgan (1) 8/20/2018 1 Month Libor 2.5 3.6 313,750 148,861 164,889 234,249 Morgan Stanley (1) 5/3/2019 1 Month Libor 2.4 3.6 250,000 19,768 230,232 311,411 US Bank (1) 10/6/2019 1 Month Libor 2.3 3.3 150,000 129,000 21,000 30,000 Goldman Sachs (CMBS) (2) 9/29/2017 1 Month Libor 0.9 2.0 100,000 36,897 63,103 76,432 Royal Bank of Canada (CMBS) (2) 9/20/2017 1 Month Libor 1.4 2.5 100,000 60,594 39,406 51,918 2,413,750 1,265,162 1,148,588 1,603,008 Subscription Secured Facility Maturity Date Index Rate Weighted Average Spread Interest Rate Commitment Amount Maximum Current Availability Balance Outstanding Principal Balance of Collateral Lloyds Bank 1/6/2018 1 Month Libor 1.8 % 3.0 % 250,000 107,027 — — Total $ 3,062,966 $ 1,532,994 $ 1,386,999 $ 1,958,874 (1) Borrowings under repurchase agreements and one note payable with a 25% recourse guarantee. (2) Borrowings under repurchase agreements with a 100% recourse guarantee. Maturity Date represents the sooner of the next maturity date of the CMBS repurchase agreement, or roll over date for the applicable underlying trade confirmation, subsequent to June 30, 2017. As of December 31, 2016 Notes Payable Maturity Date Index Rate Weighted Average Spread Interest Rate Commitment Amount Maximum Current Availability Balance Outstanding Principal Balance of Collateral Bank of the Ozarks 8/23/2019 1 Month Libor 4.5 % 5.1 % $ 92,400 $ 72,544 $ 19,856 $ 28,366 Deutsche Bank 9/25/2019 1 Month Libor 3.5 4.1 64,779 30,207 34,572 57,620 Deutsche Bank 12/9/2018 1 Month Libor 3.3 3.9 49,644 29,293 20,351 31,309 Deutsche Bank 9/29/2018 1 Month Libor 3.7 4.3 42,543 5,940 36,603 52,303 249,366 137,984 111,382 169,598 Repurchase Agreements Maturity Date Index Rate Weighted Average Spread Interest Rate Commitment Amount Maximum Current Availability Balance Outstanding Principal Balance of Collateral Goldman Sachs (1) 8/19/2017 1 Month Libor 2.2 % 2.9 % 500,000 249,110 250,890 363,146 Wells Fargo (1) 5/25/2019 1 Month Libor 2.2 3.0 500,000 179,729 320,271 461,618 JP Morgan (1) 8/20/2018 1 Month Libor 2.7 3.4 313,750 25,001 288,749 414,269 Morgan Stanley (1) 5/3/2019 1 Month Libor 2.5 3.2 250,000 124,036 125,964 175,884 Goldman Sachs (CMBS) (2) 8/19/2017 1 Month Libor 2.0 2.6 100,000 73,195 26,805 43,500 Royal Bank of Canada (CMBS) (2) 2/9/2021 1 Month Libor 1.0 1.6 100,000 91,150 8,850 9,347 1,763,750 742,221 1,021,529 1,467,764 Subscription Secured Facility Maturity Date Index Rate Weighted Average Spread Interest Rate Commitment Amount Maximum Current Availability Balance Outstanding Principal Balance of Collateral Lloyds Bank 1/6/2018 1 Month Libor 1.8 % 2.5 % 250,000 109,142 — — Total $ 2,263,116 $ 989,347 $ 1,132,911 $ 1,637,362 (1) Borrowings under repurchase agreements with a 25% recourse guarantee. (2) Borrowings under repurchase agreements with a 100% recourse guarantee. Notes Payable As of June 30, 2017 and December 31, 2016, the Company had seven and four note-on-note loan agreements, respectively, to finance certain of its lending activities. At June 30, 2017 and December 31, 2016, these loans allow for additional advances up to a specified cap and are secured by seven and four loans held for investment, respectively. All seven loans at June 30, 2017 are guaranteed by Holdco, and the agreements include guarantor covenants regarding liquid assets and net worth requirements. The Company believes it is in compliance with all covenants as of June 30, 2017 and December 31, 2016. One of these loans at June 30, 2017 is 25% recourse to Holdco. Repurchase Agreements The Company frequently utilizes repurchase agreements to finance the direct origination or acquisition of commercial real estate mortgage loans and CMBS. Under these repurchase agreements, the Company transfers all of its rights, title and interest in the loans or CMBS to the repurchase counterparty in exchange for cash, and simultaneously agrees to reacquire the asset at a future date for an amount equal to the cash exchanged plus an interest factor. The repurchase counterparty collects all principal and interest on related loans or CMBS and remits to the Company only the net after collecting its interest and other fees. During the six months ended June 30, 2017 and the year ended December 31, 2016, the Company entered into one and two repurchase agreements, respectively, to finance its lending activities. In addition, on June 8, 2017, the Company closed an amendment to its existing repurchase agreement with Wells Fargo Bank, National Association to increase the maximum commitment amount to $750 million from $500 million. Additionally, on June 12, 2017, the Company closed an amendment to its existing repurchase agreement with Goldman Sachs Bank USA to increase the maximum commitment amount to $750 million from $500 million. Credit spreads vary depending on property type and advance rate. Assets pledged are mortgage loans collateralized by commercial properties. These facilities are 25% recourse to Holdco. At June 30, 2017 and December 31, 2016, the Company had two securities repurchase agreements to finance its CMBS investing activities. Credit spreads vary depending upon the CMBS and advance rate. Assets pledged at June 30, 2017 and December 31, 2016 consisted of five and three mortgage-backed securities, respectively. These facilities are 100% recourse to Holdco. The agreements include various covenants covering net worth, liquidity, recourse limitations, and debt coverage. The Company believes it is in compliance with all covenants as of June 30, 2017 and December 31, 2016. The following table summarizes certain characteristics of the Company’s repurchase agreements secured by commercial mortgage loans, all of which are considered long-term borrowings, and comprise counterparty concentration risks, at June 30, 2017 (in thousands): June 30, 2017 UPB of Collateral Carrying Value of Collateral (1) Amounts Payable under Repurchase Agreements (2) Net Counterparty Exposure (3) Percent of Stockholders Equity Days to Extended Maturity Goldman Sachs Bank $ 556,298 $ 554,100 $ 389,046 $ 165,054 16 % 780 Wells Fargo Bank 342,700 339,870 241,908 97,962 10 % 1,425 Morgan Stanley Bank (4) 311,411 310,232 230,619 79,613 8 % N/A JP Morgan Chase Bank 234,249 234,655 165,260 69,395 7 % 1,147 US Bank 30,000 29,924 21,057 8,867 1 % 1,559 Total / Weighted Average 1,474,658 1,468,781 1,047,890 420,891 1,065 (1) Amounts shown in the table include interest receivable of $6.5 million, and are net of premium, discount and origination fees of $12.4 million. (2) Amounts shown in the table include interest payable of $1.8 million, and do not reflect unamortized deferred financing fees of $8.9 million. (3) Represents the net carrying value of the commercial real estate assets sold under agreements to repurchase, including accrued interest plus any cash or assets on deposit to secure the repurchase obligation, less the amount of the repurchase liability, including accrued interest. (4) Morgan Stanley Bank credit facility is excluded from the Days to Extended Maturity calculation because it does not have a contractual maturity date. The following table summarizes certain characteristics of the Company’s repurchase agreements secured by CMBS, all of which are considered short-term borrowings, and comprise counterparty concentration risks, at June 30, 2017 (in thousands): June 30, 2017 UPB of Collateral Carrying Value of Collateral (1) Amounts Payable under Repurchase Agreements (2) Net Counterparty Exposure (3) Percent of Stockholders Equity Days to Extended Maturity (4) Goldman Sachs Bank $ 76,432 $ 76,424 $ 63,417 $ 13,007 1 % 91 Royal Bank of Canada 51,918 52,250 39,624 12,626 1 % 82 Total / Weighted Average 128,350 128,674 103,041 25,633 88 Total / Weighted Average - Loans and CMBS $ 1,603,008 $ 1,597,455 $ 1,150,931 $ 446,524 956 (1) Amounts shown in the table include interest receivable of $0.4 million, and are net of premium, discount, and unrealized gains of $0.1 million. (2) Amounts shown in the table include interest payable of $0.5 million, and do not reflect deferred financing fees of $0.1 million. (3) Represents the net carrying value of available-for-sale securities sold under agreements to repurchase, including accrued interest plus any cash or assets on deposit to secure the repurchase obligation, less the amount of the repurchase liability, including accrued interest. (4) Represents the sooner of the next maturity date of the CMBS repurchase agreement, or roll over date for the applicable underlying trade confirmation, subsequent to June 30, 2017. The following table summarizes certain characteristics of the Company’s repurchase agreements secured by commercial mortgage loans, all of which are considered long-term borrowings, and comprise counterparty concentration risks, at December 31, 2016 (in thousands): December 31, 2016 UPB of Collateral Carrying Value of Collateral (1) Amounts Payable under Repurchase Agreements (2) Net Counterparty Exposure (3) Percent of Stockholders Equity Days to Extended Maturity Wells Fargo Bank $ 461,618 $ 450,338 $ 320,175 $ 130,163 13 % 1,606 JP Morgan Chase Bank 414,269 414,461 289,206 125,255 13 % 1,328 Goldman Sachs Bank 363,146 361,964 251,366 110,598 11 % 961 Morgan Stanley Bank (4) 175,884 175,178 126,152 49,026 5 % N/A Total / Weighted Average 1,414,917 1,401,941 986,899 415,042 3,895 (1) Amounts shown in the table include interest receivable of $0.004 million and are net of premium, discount and origination fees of $0.02 million. (2) Amounts shown in the table include interest payable of $0.001 million, and do not reflect deferred financing fees of $0.01million. (3) Represents the net carrying value of the commercial real estate assets sold under agreements to repurchase, including accrued interest plus any cash or assets on deposit to secure the repurchase obligation, less the amount of the repurchase liability, including accrued interest. (4) Morgan Stanley Bank credit facility is excluded from the Days to Extended Maturity calculation because it does not have a contractual maturity date. The following table summarizes certain characteristics of the Company’s repurchase agreements secured by CMBS, all of which are considered short-term borrowings, and comprise counterparty concentration risks, at December 31, 2016 (in thousands): December 31, 2016 UPB of Collateral Carrying Value of Collateral(1) Amounts Payable under Repurchase Agreements(2) Net Counterparty Exposure(3) Percent of Stockholders Equity Days to Extended Maturity Goldman Sachs Bank $ 43,500 $ 41,403 $ 26,832 $ 14,571 2 % 1,502 Royal Bank of Canada 9,347 9,932 8,856 1,076 0 % 1,507 Total / Weighted Average 52,847 51,335 35,688 15,647 3,009 Total / Weighted Average - Loans and CMBS $ 1,467,764 $ 1,453,276 $ 1,022,587 $ 430,689 1,331 (1) Amounts shown in the table include interest receivable of $0.03 million, and are net of premium, discount, and unrealized gains of $2.7 million. (2) Amounts shown in the table include interest payable of $0.03 million, and do not reflect deferred financing fees of $0.01 million. (3) Represents the net carrying value of available-for-sale securities sold under agreements to repurchase, including accrued interest plus any cash or assets on deposit to secure the repurchase obligation, less the amount of the repurchase liability, including accrued interest. See Note 16 for details related to the Company’s upsize of its Morgan Stanley Bank and JP Morgan Chase Bank secured revolving repurchase facilities subsequent to the three months ended June 30, 2017. Subscription Secured Facility On January 6, 2016, the Company entered into a subscription secured revolving credit facility with a commitment of $250 million. Borrowing ability is limited to the lesser of $250 million and 66.67% of unfunded commitments from included investors as defined in the agreement. The credit facility term is two years with a one year extension option at a rate of LIBOR plus 1.75%. At June 30, 2017, there was no balance outstanding. In connection with the completion of the Company’s initial public offering, the Company cancelled the unfunded commitments and terminated this facility. |