Debt Agreements | Debt Agreements At March 31, 2019, our debt agreements included the Master Repurchase Facility, the TCB note payable and a credit agreement with our Manager, as lender, or the RMR Credit Agreement. Debt Obligation Weighted Average Collateral Maximum Facility Size Principal Balance Carrying Value Coupon Rate Remaining Maturity (1) Principal Balance Fair Value (2) March 31, 2019: Master repurchase facility $ 210,000 $ 104,448 $ 103,576 L + 2.07% 2.3 $ 142,784 $ 143,224 Note payable 32,290 31,690 31,504 L + 2.15% 2.3 39,613 $ 39,613 RMR Credit Agreement 25,000 — — 6.50% 2.9 — — December 31, 2018: Master repurchase facility $ 135,000 $ 72,582 $ 71,691 L + 2.08% 2.6 $ 97,516 $ 98,232 Note payable 32,290 31,690 31,485 L + 2.15% 2.6 39,613 39,640 (1) The weighted average remaining maturity is determined using the current maturity date of the corresponding loans, excluding extension options and term-out provisions. (2) See Note 6 for further discussion of our financial assets and liabilities not carried at fair value. For the three months ended March 31, 2019, we recorded interest expense of $1,084 and $ 368 in connection with our Master Repurchase Facility and the TCB note payable, respectively. At March 31, 2019, our outstanding borrowings had the following remaining maturities: Year Principal payments on Master Repurchase Facility (1) Principal payments on TCB note payable (1) 2019 $ — $ — 2020 4,416 — 2021 100,032 31,690 2022 — — 2023 — — $ 104,448 $ 31,690 (1) The allocation of our Master Repurchase Facility and TCB note payable is based on the current maturity date of each individual borrowing under the respective agreement. Master Repurchase Facility On February 9, 2018, one of our wholly owned subsidiaries entered into agreements to govern our Master Repurchase Facility, collectively, as amended, our Master Repurchase Agreement, pursuant to which we may sell to, and later repurchase from, Citibank, floating rate mortgage loans and other related assets, or purchased assets. At that time, our Master Repurchase Facility provided up to $100,000 for advancements. On November 6, 2018, we amended our Master Repurchase Agreement to increase the maximum amount available for advancement under the facility from $100,000 to $135,000 and to change its stated expiration date from February 9, 2021 to November 6, 2021, subject to earlier termination as provided for in our Master Repurchase Agreement. As previously reported, on February 4, 2019, we amended our Master Repurchase Agreement to increase the maximum amount available for advancement under the facility from $135,000 to $210,000 and on May 1, 2019, in connection with an increase in commitment under the RMR Credit Agreement, we further amended our Master Repurchase Agreement to increase the maximum amount available for advancement under the facility from $210,000 to $250,000 , in each case with the additional advancements becoming available for borrowing under the facility if and as we borrow under the RMR Credit Agreement or if and as we receive proceeds from any public offering of our common shares or preferred equity, as further provided in our Master Repurchase Agreement. In connection with the February 2019 amendment, certain other provisions of our Master Repurchase Agreement were amended to accommodate our entering into the RMR Credit Agreement. Under our Master Repurchase Agreement, the initial purchase price paid by Citibank for each purchased asset is up to 75% of the lesser of the market value of the purchased asset or the unpaid principal balance of such purchased asset, subject to Citibank’s approval. Upon the repurchase of a purchased asset, we are required to pay Citibank the outstanding purchase price of the purchased asset, accrued interest and all accrued and unpaid expenses of Citibank relating to such purchased asset. The price differential (or interest rate) relating to a purchased asset is equal to London Inter-bank Offered Rate, or LIBOR, plus a premium of 200 to 250 basis points, determined by the yield of the purchased asset and the property type of the purchased asset’s real estate collateral. Citibank has the discretion under our Master Repurchase Agreement to advance at higher margins than 75% and at premiums of less than 200 basis points. As of March 31, 2019, outstanding borrowings under our Master Repurchase Facility had a weighted average interest rate of LIBOR plus 207 basis points per annum, excluding associated fees and expenses. In connection with our Master Repurchase Agreement, we entered into a guaranty which requires us to pay the purchase price, purchase price differential and any costs and expenses of Citibank related to our Master Repurchase Agreement. This guaranty also requires us to comply with customary financial covenants, which include the maintenance of a minimum tangible net worth, minimum cash liquidity, a total indebtedness to tangible net worth ratio and a minimum interest coverage ratio. These maintenance provisions provide Citibank with the right, in certain circumstances related to a credit event, as defined in our Master Repurchase Agreement, to re-determine the value of purchased assets. Where a decline in the value of purchased assets has resulted in a margin deficit, Citibank may require us to eliminate such margin deficit through a combination of purchased asset repurchases and cash transfers to Citibank, subject to Citibank's approval. Our Master Repurchase Agreement also provides for acceleration of the date of repurchase of the purchased assets and Citibank’s liquidation of the purchased assets upon the occurrence and continuation of certain events of default, including a change of control of us, which includes our Manager ceasing to act as our sole manager or be a wholly owned subsidiary of The RMR Group LLC, or RMR LLC. As of March 31, 2019, we believe we were in compliance with the terms and conditions of the covenants of our Master Repurchase Agreement and the related guaranty. Note Payable In July 2018, we closed a $40,363 loan, of which $39,613 was funded by us at closing to finance the acquisition of the Hampton Inn JFK, a 216 key, 13 story hotel located adjacent to the John F. Kennedy International Airport in Queens, NY, or the JFK loan, and in connection therewith, one of our wholly owned subsidiaries entered into the TCB note payable. The TCB note payable advances up to 80% of the JFK loan amount from time to time. The TCB note payable matures in July 2021. Subject to our payment of extension fees and meeting other conditions, we have the option to extend the stated maturity date of the TCB note payable for two , one year periods. Interest on amounts advanced under the TCB note payable is calculated at a floating rate based on LIBOR plus a premium of 215 basis points. We may be required to repay a portion of the amount outstanding under the TCB note payable to maintain a 10.5% debt yield on the net operating income of the hotel that secures the TCB note payable. The TCB note payable is prepayable in whole at any time without premium or penalty, and provides for acceleration of payment of all amounts due thereunder upon the occurrence and continuation of customary events of default. In connection with the TCB note payable, we entered into a guaranty with Texas Capital Bank pursuant to which we have guaranteed 25% of the TCB note payable amount plus all related interest and costs. This guaranty also requires us to comply with customary financial covenants, which include the maintenance of a minimum net worth, minimum liquid assets, a maximum leverage ratio and a required debt yield. On March 26, 2019, we amended the TCB note payable covenants to accommodate entering into the RMR Credit Agreement. As of March 31, 2019, we believe we were in compliance with the terms and conditions of the covenants of the TCB note payable and the related guaranty. RMR Credit Agreement As previously reported, on February 4, 2019, we entered into the RMR Credit Agreement with our Manager as lender, pursuant to which, from time to time until August 4, 2019, we may borrow up to $ 25,000 in subordinated unsecured loans at a rate of 6.50% per annum, which amount was increased by our Manager to $50,000 on May 3, 2019. The proceeds of any borrowings under the RMR Credit Agreement will be principally used to fund additional investments in first mortgage whole loans that are consistent with our business strategy and have been approved by our Board of Trustees. See Note 13 for further information on the May 2019 amendment. The RMR Credit Agreement contains certain customary representations, covenants and events of default and is subordinate in right of payment to our Master Repurchase Agreement. In addition, the RMR Credit Agreement provides that proceeds from any future public issuances by us of our common shares or of preferred equity must be used to prepay any amounts outstanding under the RMR Credit Agreement. The RMR Credit Agreement also provides for acceleration of payment of all amounts outstanding upon the continuation of certain events of default, such as a change of control of us, which includes the termination of our management agreement with our Manager. The RMR Credit Agreement matures on the later of February 4, 2022 or 30 days following the final maturity of both of our Master Repurchase Facility and the TCB note payable. We have relationships and historical and continuing relationships with our Manager. See Notes 8 and 9 for further information on these relationships and related party transactions. As of March 31, 2019, we believe we were in compliance with the terms and conditions of the RMR Credit Agreement. |