Fair Value | Fair Value Recurring Fair Values The table below presents a summary of financial assets and financial liabilities carried at fair value on a recurring basis, including financial instruments for which the fair value option was elected, but excluding financial assets under the NAV practical expedient, categorized into the three tier fair value hierarchy that is prioritized based upon the level of transparency in inputs used in the valuation techniques, as follows: Level 1 —Quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 —Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in non-active markets, or valuation techniques utilizing inputs that are derived principally from or corroborated by observable data directly or indirectly for substantially the full term of the financial instrument. Level 3 —At least one assumption or input is unobservable and it is significant to the fair value measurement, requiring significant management judgment or estimate. Fair Value Measurements (In thousands) Level 1 Level 2 Level 3 Total March 31, 2020 Assets Marketable equity securities $ 102,399 $ — $ — $ 102,399 Debt securities available for sale — N-Star CDO bonds — — 54,474 54,474 CMBS of consolidated fund — 2,224 — 2,224 Other assets—derivative assets — 26,919 — 26,919 Fair Value Option: Loans receivable — — 1,588,427 1,588,427 Equity method investments — — 218,340 218,340 Liabilities Other liabilities — derivative liabilities — 84,271 — 84,271 Other liabilities—contingent consideration for THL Hotel Portfolio — — 6,630 6,630 Other liabilities—settlement liability — — 4,910 4,910 December 31, 2019 Assets Marketable equity securities $ 138,586 $ — $ — $ 138,586 Debt securities available for sale—N-Star CDO bonds — — 54,859 54,859 CMBS of consolidated fund — 2,732 — 2,732 Other assets—derivative assets — 21,386 — 21,386 Fair Value Option: Equity method investments — — 222,875 222,875 Liabilities Other liabilities — derivative liabilities — 127,531 — 127,531 Other liabilities—contingent consideration for THL Hotel Portfolio — — 9,330 9,330 Marketable Equity Securities Marketable equity securities consist primarily of investment in a third party managed mutual fund and equity securities held by a consolidated fund. These marketable equity securities are valued based on listed prices in active markets and classified as Level 1 of the fair value hierarchy. Debt Securities N-Star CDO bonds—Fair value of N-Star CDO bonds are determined internally based on recent trades, if any with such securitizations, the Company's knowledge of the underlying collateral and are determined using an internal price interpolated based on third party prices of the senior N-Star CDO bonds of the respective CDOs. All N-Star CDO bonds are classified as Level 3 of the fair value hierarchy. CMBS of consolidated fund—Fair value is determined based on broker quotes or third party pricing services, classified as Level 2 of the fair value hierarchy. Derivatives Derivative instruments consist of interest rate contracts and foreign exchange contracts that are generally traded over-the-counter, and are valued using a third-party service provider, except for exchange traded futures contracts which are Level 1 fair values. Quotations on over-the-counter derivatives are not adjusted and are generally valued using observable inputs such as contractual cash flows, yield curve, foreign currency rates and credit spreads, and are classified as Level 2 of the fair value hierarchy. Although credit valuation adjustments, such as the risk of default, rely on Level 3 inputs, these inputs are not significant to the overall valuation of its derivatives. As a result, derivative valuations in their entirety are classified as Level 2 of the fair value hierarchy. Other Liabilities — Contingent Consideration for THL Hotel Portfolio In connection with the consensual foreclosure in July 2017 of a portfolio of limited service hotels ("THL Hotel Portfolio"), contingent consideration is payable to the former preferred equity holder of the borrower in an amount up to $13.0 million based upon the performance of the THL Hotel Portfolio, subject to meeting certain repayment and return thresholds to the Company and certain investment vehicles managed by the Company. Fair value of the contingent consideration is measured based upon the probability of the former preferred equity holder receiving such payment, with cash flows discounted at 12% , classified as Level 3 fair value. The contingent consideration liability decreased $2.7 million to $6.6 million for the three months ended March 31, 2020 , and increased $0.4 million to $9.3 million for the year ended December 31, 2019 . Changes in fair value of the contingent consideration liability are recorded in other gain (loss) on the consolidated statements of operations. Other Liabilities — Settlement Liability As discussed in Note 1 , in connection with the cooperation agreement entered into with Blackwells in March 2020, the Company and Blackwells contemporaneously entered into a joint venture arrangement for the purpose of acquiring, holding and disposing of the Company's class A common stock. Pursuant to the arrangement, the Company contributed its class A common stock, valued at $14.7 million by the venture, and Blackwells contributed $1.47 million of cash that was then distributed to the Company, resulting in a net capital contribution of $13.23 million held by the Company in the venture. All of the class A common stock held in the venture had been repurchased by the Company in March 2020 (Note 14 ). Blackwells may cause the arrangement to be dissolved and all underlying assets distributed at any time, and the Company may do the same after three years. Distributions to be made through the joint venture arrangement effectively represent a settlement of the proxy contest with Blackwells. At the inception of the arrangement, the fair value of future distributions to Blackwells was estimated at $3.9 million, included in other liabilities on the consolidated balance sheet, and as a settlement loss on the consolidated statement of operations, along with $1.2 million reimbursement of legal costs to Blackwells in the first quarter of 2020 . The settlement liability is a fair value measurement of the disproportionate allocation of future profits distribution to Blackwells pursuant to the joint venture arrangement. Such profits will be derived from dividend payments and any appreciation in value of the Company's class A common stock, allocated between the Company and Blackwells based upon specified return hurdles. The profits distribution is payable in cash, the Company's class A common stock or a combination of both at the Company's election. The settlement liability is a Level 3 fair value using a Monte Carlo simulation under a risk-neutral premise, assuming that the final distribution occurs at the end of the third year in March 2023, and is remeasured at each reporting period. At March 31, 2020 , the settlement liability was valued at $4.9 million , applying the following assumptions: (a) expected volatility of the Company's class A common stock of 67.1% based upon a combination of historical and implied volatility of the Company's class A common stock; (b) average historical dividend yield on the Company's class A common stock of 9.6% ; and (c) risk free rate of 1.97% based upon a compounded zero-coupon U.S. Treasury yield. The $1.0 million increase in liability from inception was recorded as other loss on the consolidated statement of operations. Fair Value Option Loans Receivable Effective January 1, 2020, the Company elected the fair value option for all of its outstanding loans receivable. Loans receivable consist of mortgage loans, mezzanine loans and non-mortgage loans. Fair values were determined by comparing the current yield to the estimated yield of newly originated loans with similar credit risk or the market yield at which a third party might expect to purchase such investment; or based on discounted cash flow projections of principal and interest expected to be collected, which includes, but is not limited to, consideration of the financial standing of the borrower or sponsor as well as operating results and/or value of the underlying collateral. Equity Method Investments Equity method investments for which fair value option was elected are carried at fair value on a recurring basis. Fair values are determined using either discounted cash flow models based on expected future cash flows for income and realization events of the underlying assets, applying revenue multiples, based on transaction price for recently acquired investments, or pending or comparable market sales price on an investment, as applicable. In valuing the Company's investment in third party private equity funds, the Company considers cash flows provided by the general partners of the funds and the implied yields of the funds. The Company has not elected the practical expedient to measure the fair value of its investments in these private equity funds using NAV of the underlying funds. Fair value of equity method investments are classified as Level 3 of the fair value hierarchy, unless investments are valued based on contracted sales prices which are classified as Level 2 of the fair value hierarchy. Changes in fair value of equity method investments under the fair value option are recorded in equity method earnings. Level 3 Recurring Fair Value Measurements Quantitative information about recurring Level 3 fair value assets, for which information about unobservable inputs is reasonably available to the Company, are as follows. Valuation Technique Key Unobservable Inputs Input Value Effect on Fair Value from Increase in Input Value (2) Financial Instrument Fair Value (In thousands) Weighted Average (1) (Range) March 31, 2020 N-Star CDO bonds $ 54,474 Discounted cash flows Discount rate 24.9% Decrease Fair Value Option: Loans receivable 1,568,302 Discounted cash flows Discount rate 12.7% Decrease Loans receivable 20,125 Transaction price (5) N/A N/A N/A Equity method investments—third party private equity funds 4,616 NAV (3) N/A N/A N/A Equity method investments—other 17,870 Discounted cash flows Discount rate 12.0% Decrease Equity method investments—other 25,000 Multiple Revenue multiple 4.1x (4) Equity method investments—other 170,854 Transaction price (5) N/A N/A N/A December 31, 2019 N-Star CDO bonds $ 54,859 Discounted cash flows Discount rate 22.3% Decrease Fair Value Option: Equity method investments—third party private equity funds 5,391 NAV (3) N/A N/A N/A Equity method investments—other 18,574 Discounted cash flows Discount rate 10.1% Decrease Equity method investments—other 25,000 Multiple Revenue multiple 3.7x (4) Equity method investments—other 173,910 Transaction price (5) N/A N/A N/A __________ (1) Weighted average discount rates are calculated based upon undiscounted cash flows. (2) Represents the directional change in fair value that would result from an increase to the corresponding unobservable input. A decrease to the unobservable input would have the reverse effect. Significant increases or decreases in these inputs in isolation could result in significantly higher or lower fair value measures. (3) Fair value was estimated based on underlying NAV of the respective funds on a quarter lag, adjusted as deemed appropriate by management (4) Fair value is affected by change in revenue multiple relative to change in rate of revenue growth. (5) Valued based upon transaction price of investments recently acquired or offer prices on loans, investments or underlying assets of investee pending sales. Transaction price approximates fair value for investee engaged in real estate development during the development stage. The following table presents changes in recurring Level 3 fair value assets, including realized and unrealized gains (losses) included in other gain (loss) on the consolidated statement of operations and in AOCI. Fair Value Option (In thousands) Securities Loans Receivable Equity Method Investments Fair value at December 31, 2018 $ 64,127 $ — $ 81,085 Purchases, contributions and accretion 1,769 — 101,195 Paydowns, distributions and sales (2,882 ) — (6,341 ) Realized and unrealized gains (losses) in earnings, net (667 ) — 2,192 Other comprehensive income 2,063 — — Fair value at March 31, 2019 $ 64,410 $ — $ 178,131 Net unrealized gains (losses) in earnings on instruments held at March 31, 2019 $ — $ — $ 1,437 Fair value at December 31, 2019 $ 54,859 $ — $ 222,875 Election of fair value option on January 1, 2020 — 1,556,131 — Reclassification of accrued interest on January 1, 2020 — 13,504 — Purchases, drawdowns, contributions and accretion 594 74,236 762 Paydowns, distributions and sales (1,651 ) (49,133 ) (781 ) Interest accrual, including capitalization of paid-in-kind interest — 11,849 — Allowance for credit losses (816 ) — — Realized and unrealized gains (losses) in earnings, net — 3,105 (179 ) Other comprehensive income (loss) (1) 1,488 (21,265 ) (4,337 ) Fair value at March 31, 2020 $ 54,474 $ 1,588,427 $ 218,340 Net unrealized gains (losses) on instruments held at March 31, 2020: In earnings $ — $ 3,105 $ (179 ) In other comprehensive income (loss) $ 1,488 $ — $ — __________ (1) Amounts recorded in OCI for loans receivable and equity investments represent foreign currency translation differences on the Company's foreign subsidiaries that hold the respective foreign currency denominated investments. Investments Carried at Fair Value Using Net Asset Value Investments in a Company-sponsored private fund and a non-traded REIT, and limited partnership interest in a third party private fund are valued using NAV of the respective vehicles. March 31, 2020 December 31, 2019 (In thousands) Fair Value Unfunded Commitments Fair Value Unfunded Commitments Private fund—real estate $ 17,271 $ 9,137 $ 16,271 $ 11,058 Non-traded REIT—real estate 21,858 — 19,358 — Private fund—emerging market private equity 2,264 — 3,012 — The Company's interests in the private funds are not subject to redemption, with distributions to be received through liquidation of underlying investments of the funds. The private funds each have eight and ten year lives, respectively, at inception, both of which may be extended in one year increments up to two years . No secondary market currently exists for shares of the non-traded REIT and the Company does not currently expect to seek liquidity of its shares of the non-traded REIT. Subject to then-existing market conditions, the board of directors of the non-traded REIT, along with the Company, as sponsor, expects to consider alternatives for providing liquidity to the non-traded REIT shares beginning five years from completion of the offering stage in January 2016, but with no definitive date by which it must do so. In addition, the Company has agreed that any right to have its shares redeemed is subordinated to third party stockholders for so long as its advisory agreement is in effect. Nonrecurring Fair Values The Company measures fair value of certain assets on a nonrecurring basis when events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. Adjustments to fair value generally result from the application of lower of amortized cost or fair value accounting for assets held for sale or otherwise, write-down of asset values due to impairment. Impairments are discussed in Note 4 for real estate, Note 6 for equity method investments, and Note 7 for investment management intangible assets, including goodwill. Fair Value Information on Financial Instruments Reported at Cost Carrying amounts and estimated fair values of financial instruments reported at amortized cost are presented below. The carrying values of cash, accounts receivable, due from and to affiliates, interest payable and accounts payable approximate fair value due to their short term nature and credit risk, if any, are negligible. There are no loans receivable carried at amortized cost in 2020 as the Company elected the fair value option for all loans receivable effective January 1, 2020. Fair Value Measurements Carrying Value (In thousands) Level 1 Level 2 Level 3 Total March 31, 2020 Liabilities Debt at amortized cost Corporate credit facility — 600,000 — 600,000 600,000 Convertible and exchangeable senior notes 493,926 13,095 — 507,021 614,542 Secured debt — — 7,941,079 7,941,079 8,037,052 Secured debt related to assets held for sale — — 235,000 235,000 233,166 Junior subordinated debt — — 92,701 92,701 201,744 December 31, 2019 Assets Loans at amortized cost $ — $ — $ 1,557,850 $ 1,557,850 $ 1,552,824 Liabilities Debt at amortized cost Convertible and exchangeable senior notes 602,000 13,095 — 615,095 614,052 Secured debt — — 8,213,550 8,213,550 8,168,666 Secured debt related to assets held for sale — — 235,000 235,000 232,944 Junior subordinated debt — — 225,835 225,835 201,190 Debt —Fair value of convertible notes and exchangeable notes were determined using the last trade price in active markets and unadjusted quoted prices in non-active market, respectively. Fair values of the corporate credit facility and secured debt were estimated by discounting expected future cash outlays at interest rates available to the Company for similar instruments, which fair values approximated carrying value for floating rate debt with credit spreads that approximate market rates. Fair value of junior subordinated debt was based on unadjusted quotations from a third party valuation firm, with such quotes derived using a combination of internal valuation models, comparable trades in non-active markets and other market data. As a reaction to the COVID-19 crisis, the credit market has generally stalled refinancing for most product types except at the lowest leverage levels. While it is difficult to gauge market rates across the Company's portfolio for specific assets, fair value of debt associated with hospitality and healthcare assets presented as of March 31, 2020 incorporate a premium to nominal contractual rates to reflect the increased risk and lack of available financing in the current environment. Other —The carrying values of cash, due from and to affiliates, other receivables and other payables generally approximate fair value due to their short term nature, and credit risk, if any, are negligible. |