Subsequent Events | 11. Subsequent Events Investment Activity Subsequent to September 30, 2024, the Company originated the following CRE loans ($ in thousands): Location Property Type Origination Date Loan Amount (1) Outstanding Principal Interest Rate Maturity Date Florida Multifamily 10/2/2024 $ 21,780 $ 21,000 8.41 % 10/2/2027 Louisiana Multifamily 11/1/2024 $ 66,800 $ 66,500 8.19 % 11/1/2026 Georgia Hospitality 11/4/2024 $ 28,500 $ 28,500 9.85 % 11/4/2027 New York Multifamily 11/18/2024 $ 3,600 $ 3,410 8.39 % 12/1/2026 Texas Hospitality 11/20/2024 $ 27,200 $ 23,725 8.11 % 11/20/2027 California Multifamily 11/21/2024 $ 11,175 $ 9,550 7.49 % 12/1/2027 California Multifamily 11/25/2024 $ 12,000 $ 12,000 8.11 % 12/1/2027 New York Multifamily 11/26/2024 $ 33,750 $ 33,750 8.18 % 11/25/2026 Oregon Multifamily 12/4/2024 $ 58,000 $ 57,000 8.24 % 1/1/2028 New York Multifamily 12/9/2024 $ 6,875 $ 6,875 8.51 % 12/9/2025 (1) Loan amount consists of outstanding principal balance plus unfunded loan commitments Subsequent to September 30, 2024, the Company made the following investments in tax liens ($ in thousands): Location Lien Count Purchase Price California 64,834 $ 64,648 Colorado 1,177 9,418 New Jersey 166 4,651 Illinois 265 2,518 Total 66,442 $ 81,235 Subsequent to September 30, 2024, the Company contributed $1.0 million to its equity investments in mortgage servicing rights portfolio subscription agreement. Borrowing Activity The table below summarizes the Company’s borrowings subsequent to September 30, 2024 ($ in thousands): Borrowings Outstanding Maturity Date Repurchase Agreements: GS Seller I Repurchase Agreement $ 119,246 8/16/2027 GS Seller III Repurchase Agreement 34,508 10/11/2027 Atlas Repurchase Agreement 14,027 10/11/2027 Total Repurchase Agreements 167,780 JPM Loan Agreement 4,462 5/8/2027 Total Borrowings $ 172,243 Atlas Repurchase Agreement On October 11, 2024, a subsidiary of the Company, FCR DC JV Atlas Seller I LLC, as seller (the “Atlas Seller”), and Atlas Securitized Product Investments 2, L.P., as administrative agent and buyer (“Atlas”), entered into a Master Repurchase Agreement (together with the related transaction documents, the “Atlas Repurchase Agreement”) to finance the acquisition and origination by the Company of up to $200 million of certain loans as more particularly described in the Atlas Repurchase Agreement. Subject to the terms and conditions thereof, the Atlas Repurchase Agreement provides for the purchase, sale and repurchase of commercial mortgage loans, related mezzanine loans and participation interests in such commercial mortgage loans satisfying certain conditions set forth in the Atlas Repurchase Agreement (the “Atlas Repurchase Facility”). Advances under the Atlas Repurchase Agreement, with respect to each transaction, accrue interest at a per annum rate equal to Term SOFR for a one-month period (subject to a SOFR In connection with the Atlas Repurchase Agreement, the Company provided a Guaranty (the “Atlas Guaranty”), under which the Company (i) guarantees losses associated with customary non-recourse carve-outs with respect to the Company and Atlas Seller and (ii) agrees to satisfy certain financial covenants including minimum net worth and liquidity. The Atlas Guaranty may become fully recourse to the Company up to the entire amount needed for Atlas Seller to repurchase the loans and interests in such loans comprising the Atlas Repurchase Facility if the Atlas Seller or FCR DC JV Atlas Pledgor LLC, a Delaware limited liability company, as equity pledgor, becomes the subject of a voluntary or involuntary proceeding under any bankruptcy, insolvency or similar law. The Company is also liable under the Atlas Guaranty for costs, expenses, damages and losses actually incurred by Atlas resulting from customary “bad boy” events pertaining to the Company and/or Atlas Seller as described in the Atlas Guaranty. GS Seller Repurchase Agreement On October 11, 2024, a subsidiary of the Company, FCR DC GS Seller III LLC, as seller (the “GS Seller III”), and Goldman Sachs, as purchaser, entered into a Master Repurchase Agreement (together with the related transaction documents, the “GS Seller III Repurchase Agreement”). On December 18, 2024, a subsidiary of the Company, FCR Key GS Seller II LLC, as seller (the “GS Seller II” and, together with the GS Seller I and GS Seller III, the “GS Sellers”), and Goldman Sachs, as purchaser, entered into a Master Repurchase Agreement (together with the related transaction documents, the “GS Seller II Repurchase Agreement” and, together with the GS Seller I Repurchase Agreement and GS Seller III Repurchase Agreement, the “GS Repurchase Agreements”). The GS Repurchase Agreements provide financing of up to an aggregate of $500 million in connection with the acquisition and/or origination by the Company of certain loans as more particularly described in the GS Repurchase Agreements. Subject to the terms and conditions thereof, the GS Repurchase Agreements provide for the purchase, sale and repurchase of commercial mortgage loans, related mezzanine loans and participation interests in such commercial mortgage loans satisfying certain conditions set forth in the GS Repurchase Agreements (collectively, the “GS Repurchase Facilities”). Advances under the GS Repurchase Agreements accrue interest at a per annum rate equal to Term SOFR one In connection with the GS Repurchase Agreements, the Company provided guaranties (the “GS Guaranty I”, the “GS Guaranty II” and the “GS Guaranty III,” respectively, and collectively, the “GS Guaranties”), under which the Company (i) guarantees losses associated with customary non-recourse carve-outs with respect to the Company and the GS Sellers and (ii) agrees to satisfy certain financial covenants including minimum net worth, liquidity and interest coverage and maximum leverage. The GS Guaranties may become fully recourse to the Company up to the entire amount needed for the GS Sellers to repurchase the loans and interests in such loans comprising the GS Repurchase Facilities if the GS Sellers or the Company become the subject of a voluntary or involuntary proceeding under any bankruptcy, insolvency or similar law. The Company is also liable under the GS Guaranties for costs, expenses, damages and losses actually incurred by Goldman Sachs resulting from customary “bad boy” events pertaining to the Company and/or the GS Sellers as described in the GS Guaranties. JPM Loan Agreement On November 8, 2024, FCR TL Holdings LLC, an indirect, wholly-owned subsidiary of the Company (the “FCR TL”), as borrower, entered into a Loan and Security Agreement (the “Subsidiary Loan Agreement”) with JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”), pursuant to which, among other things, the lenders from time to time party thereto agreed to make loans and other financial accommodations available to FCR TL on an uncommitted basis in an aggregate principal amount not to exceed $300 million (the “Subsidiary Loan”). Subject to the terms and conditions of the Subsidiary Loan Agreement, all amounts outstanding under the Subsidiary Loan Agreement will be due and payable in full on May 8, 2027, or such earlier date upon which the Subsidiary Loan Agreement shall terminate in accordance with the provisions thereof. Capitalized terms used herein and not otherwise defined herein shall have the meaning attributed to such terms in the Subsidiary Loan Agreement. The obligations of FCR TL under the Subsidiary Loan Agreement are secured by, among other things, (i) substantially all of the assets of FCR TL and certain other direct and indirect subsidiaries of FCR TL, each of which has provided a guaranty of FCR TL’s obligations under the Subsidiary Loan Agreement, (ii) a pledge of the equity interests of FCR TL by its immediate parent entity, FCR TL Investors LLC, and (iii) all proceeds of the foregoing, in each case subject to certain exclusions set forth in the Subsidiary Loan Agreement and the other Subsidiary Loan Documents. Further, the Subsidiary Loan will bear interest at the greater of (i) a rate equal to daily simple SOFR The Subsidiary Loan Agreement contains various restrictions and covenants applicable to FCR TL. Among other requirements, FCR TL may not exceed certain debt limitations and is subject to certain investment limitations, subject to certain carveouts described more fully therein. The Subsidiary Loan Agreement also contains customary events of default. If an event of default under the Subsidiary Loan Agreement occurs and is continuing, then the Administrative Agent may declare any outstanding obligations under the Subsidiary Loan Agreement to be immediately due and payable. In addition, if FCR TL becomes the subject of voluntary or involuntary proceedings under any bankruptcy, insolvency or similar law, then any outstanding obligations under the Subsidiary Loan Agreement will automatically become due and payable. In connection with the Subsidiary Loan Agreement, the Company provided a Limited Guaranty (the “Limited Guaranty”), pursuant to which the Company (i) has agreed to guarantee losses associated with customary non-recourse carve-outs with respect to the Guarantors (as defined in the Limited Guaranty), FCR TL, FCR TL Investors LLC or any Eligible Asset Owner and (ii) agreed to satisfy certain financial covenants as set forth in the Subsidiary Loan Agreement, including minimum net worth and liquidity requirements. The Company is also liable under the Limited Guaranty for costs, expenses, damages and losses actually incurred by the Administrative Agent resulting from customary “bad boy” events pertaining to the Company as described more fully in the Limited Guaranty. Amended Offering Documents On November 18, 2024, the Company’s board of trustees authorized the Company to offer and sell new classes of common shares to be designated the “Class J-1 common shares”, “Class J-2 common shares” and “Class J-3 common shares”. The Class J-3 common shares will pay a 1.25% management fee and a 12.5% performance fee. The Class J-1 and Class J-2 common shares will pay a 1.00% management fee (which the Adviser has agreed to waive until March 31, 2025) and will not pay a performance fee. On December 16, 2024, the Company’s board of trustees authorized the Company to rename the previously designated Class J-3 common shares to “Class J-4 common shares” and authorized the Company to offer and sell new classes of common shares to be designated the “Class J-3 common shares” and “Class J-5 common shares”. The Class J-5 common shares will pay a 1.25% management fee and a 12.5% performance fee. The Class J-3 common shares will pay a 1.00% management fee (which the Adviser has agreed to waive until March 31, 2025) and will not pay a performance fee. Proceeds from the Issuance of Common Shares On October 1, 2024, the Company issued and sold an aggregate of 1,021,026 common shares, consisting of 1,013,280 Class B shares, 5,000 Class I shares and 2,746 Class E shares for aggregate proceeds of $20.4 million, including shares issued pursuant to the Company’s distribution reinvestment plan. On November 1, 2024, the Company issued and sold an aggregate of 422,819 common shares, consisting of 410,011 Class B shares, 12,461 Class I shares and 347 Class E shares for aggregate proceeds of $8.5 million, including shares issued pursuant to the Company’s distribution reinvestment plan. On December 2, 2024, the Company issued and sold an aggregate of 4,838,996 common shares, consisting of 975,965 Class R shares, 3,377,140 Class B shares, 83 Class I shares and 485,808 Class E shares for aggregate proceeds of $97.1 million, including shares issued pursuant to the Company’s distribution reinvestment plan. The Company has performed an evaluation of subsequent events through December 19, 2024, which is the date the condensed consolidated financial statements were issued. Other than those items previously disclosed, no other events have occurred that require consideration as adjustments to, or disclosures in, the condensed consolidated financial statements. |