Notes Payable, Repurchase Agreements, Senior Secured Credit Facility and Subscription Secured Facility | (6) Notes Payable, Repurchase Agreements, Senior Secured Credit Facility and Subscription Secured Facility At September 30, 2017 and December 31, 2016, the Company had notes payable and repurchase agreements for certain of the Company’s originated loans. In addition, at December 31, 2016, the Company had a subscription secured credit facility outstanding, which facility was terminated in July 2017. On September 29, 2017, the Company entered into a new senior secured credit facility agreement with Bank of America. 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 before it was terminated, the creditworthiness of the irrevocable investor commitments that secured the 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, senior secured credit facility, and subscription secured facility as of September 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 September 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 % 5.7 % $ 92,400 $ 56,175 $ 36,225 $ 51,750 Bank of the Ozarks 8/31/2018 1 Month Libor 4.0 5.2 68,600 17,824 50,776 72,537 Deutsche Bank 9/25/2019 1 Month Libor 3.5 4.7 64,779 19,027 45,752 76,253 Deutsche Bank 6/29/2018 1 Month Libor 3.3 4.5 49,644 21,021 28,623 44,035 Bank of the Ozarks 5/22/2018 1 Month Libor 4.8 6.0 48,750 20,376 28,374 43,653 Deutsche Bank 12/9/2018 1 Month Libor 3.7 4.9 42,543 1 42,542 60,775 BMO Harris Bank (1) 4/9/2020 1 Month Libor 2.7 3.9 32,500 — 32,500 45,000 Subtotal 399,216 134,424 264,792 394,003 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 2.2 % 3.4 % $ 750,000 $ 202,428 $ 547,572 $ 841,002 Wells Fargo (1) 5/25/2019 1 Month Libor 2.1 3.4 750,000 356,512 393,488 682,221 JP Morgan (1) 8/20/2018 1 Month Libor 2.5 3.7 417,250 155,382 261,868 380,621 Morgan Stanley (1) 5/3/2019 1 Month Libor 2.4 3.6 400,000 127,268 272,732 397,592 US Bank (1) 10/6/2019 1 Month Libor 2.3 3.5 150,000 129,000 21,000 30,000 Goldman Sachs (CMBS) (2) 10/30/2017 1 Month Libor 1.8 3.0 100,000 64,422 35,578 39,533 Royal Bank of Canada (CMBS) (2) 12/20/2017 1 Month Libor 1.0 2.2 100,000 92,140 7,860 8,418 Subtotal 2,667,250 1,127,152 1,540,098 2,379,387 Senior Secured Credit Facility Maturity Date Index Rate Weighted Average Spread Interest Rate Commitment Amount Maximum Current Availability Balance Outstanding Principal Balance of Collateral Bank of America (1) 9/29/2020 1 Month Libor N/A N/A $ 250,000 $ 250,000 — — Total $ 3,316,466 $ 1,511,576 $ 1,804,890 $ 2,773,390 (1) Borrowings under repurchase agreements, senior secured credit facility, and one note payable with a guarantee for 25% recourse. (2) Borrowings under repurchase agreements with a guarantee for 100% recourse. 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 September 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 Subtotal 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 Subtotal 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 guarantee for 25% recourse. (2) Borrowings under repurchase agreements with a guarantee for 100% recourse. Notes Payable As of September 30, 2017 and December 31, 2016, the Company had seven and four note-on-note financing agreements, respectively, to finance certain of its lending activities. These loans allow for additional advances up to a specified cap and are secured by seven and four loans held for investment, respectively. The Company’s note-on-note agreements have the following guarantees: (1) Deutsche Bank and Bank of the Ozarks: Holdco has provided funding guarantees under which Holdco guarantees the funding obligations of the special purpose lending entity in limited circumstances. In addition, under the Deutsche Bank and Bank of the Ozarks asset-specific financings, Holdco has delivered limited non-recourse carve-out guarantees in favor of the lenders as additional credit support for the financings. These guarantees trigger recourse to Holdco as a result of certain “bad boy” defaults for actual losses incurred by such party, or the entire outstanding obligations of the financing borrower, depending on the nature of the “bad boy” default in question; and (2) BMO Harris: Holdco has delivered a payment guarantee in favor of the lender as additional credit support for the financing. The liability of Holdco under this guarantee is generally capped at 25% of the outstanding obligations of the special purpose subsidiary which is the primary obligor under the financing. In addition, Holdco has delivered a non-recourse carveout guarantee, which can trigger recourse to Holdco as a result of certain “bad boy” defaults for losses incurred by BMO Harris or the entire outstanding obligations of the financing borrower, depending on the nature of the “bad boy” default in question. All loans at September 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 September 30, 2017 and December 31, 2016. One of these loans at September 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 nine months ended September 30, 2017 and the year ended December 31, 2016, the Company entered into one and two additional repurchase agreements, respectively, to finance its lending activities. 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. On July 21, 2017, the Company closed an amendment to its existing secured revolving repurchase facility with Morgan Stanley Bank, N.A. to increase the maximum facility amount to $400 million from $250 million. Additionally, the Company has the right to further upsize the facility to $500 million from $400 million upon at least five days’ notice, subject to customary conditions. The facility was also amended to provide for an extended maturity in May 2020 and can be extended by the Company for additional successive one year periods, subject to approval by the lender. As was the case prior to the amendment, the number of extension options is not limited by the terms of this facility. On August 18, 2017, and in connection with the repayment of the Class A Note and the termination of the collateralized loan obligation, the Company closed an amendment to its existing secured revolving repurchase facility with JPMorgan Chase Bank, N.A. to increase the maximum facility amount by $103.5 million, to $417.3 million, and to include as pledged collateral under the facility the seven first mortgage loan participation interests purchased from the CLO Issuer by one of our wholly-owned subsidiaries on August 18, 2017. With respect only to the upsize amount, amounts borrowed may not be repaid and reborrowed. All other material terms of the credit facility remain unchanged. At September 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 September 30, 2017 and December 31, 2016 consisted of three 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 September 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 September 30, 2017 (in thousands): September 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 $ 841,002 $ 836,913 $ 548,306 $ 288,607 23.9 % 688 Wells Fargo Bank 682,221 678,256 394,007 284,249 23.5 1,333 Morgan Stanley Bank (4) 397,592 396,370 273,144 123,226 10.2 N/A JP Morgan Chase Bank 380,621 381,178 262,403 118,775 9.8 1,055 US Bank 30,000 29,514 21,058 8,456 0.7 1,467 Subtotal / Weighted Average 2,331,436 2,322,231 1,498,918 823,313 987 (1) Amounts shown in the table include interest receivable of $9.2 million and are net of premium, discount and origination fees of $18.4 million. (2) Amounts shown in the table include interest payable of $2.3 million and do not reflect unamortized deferred financing fees of $8.7 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) The 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 September 30, 2017 (in thousands): September 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 $ 39,533 $ 39,398 $ 35,767 $ 3,631 0.3 % 30 Royal Bank of Canada 8,418 8,721 7,903 818 0.1 81 Subtotal / Weighted Average 47,951 48,119 43,670 4,449 39 Total / Weighted Average - Loans and CMBS $ 2,379,387 $ 2,370,350 $ 1,542,588 $ 827,762 955 (1) Amounts shown in the table include interest receivable of $0.1 million and are net of premium, discount, and unrealized gains of $0.1 million. (2) Amounts shown in the table include interest payable of $0.2 million and do not reflect unamortized 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 September 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 Subtotal / 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 unamortized deferred financing fees of $0.01 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) The 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 — 1,507 Subtotal / 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 unamortized 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. Senior Secured Credit Facility On September 29, 2017, the Company entered into a senior secured credit facility agreement with Bank of America that has a maximum facility amount $250 million, which may increase from time to time, up to $500 million, at the request of the Company and agreement by the lender. The current extended maturity of this facility is September 2022. 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%. In connection with the completion of the Company’s initial public offering in July 2017, the Company cancelled the unfunded commitments and terminated this facility. |