Debt

Repurchase Agreements - Commercial Mortgage Loans

The Company has entered into repurchase facilities with JPMorgan Chase Bank, National Association (the "JPM Repo Facility"), U.S Bank National Association (the "USB Repo Facility"), Barclays Bank PLC (the "Barclays Revolver Facility" and the "Barclays Repo Facility"), Wells Fargo Bank, National Association (the "WF Repo Facility"), and Credit Suisse AG (the "CS Repo Facility" and together with the JPM Repo Facility, USB Repo Facility, WF Repo Facility, Barclays Revolver Facility, and Barclays Repo Facility, the "Repo Facilities").

The Repo Facilities are financing sources through which the Company may pledge one or more mortgage loans to the financing entity in exchange for funds typically at an advance rate of between 65% to 80% of the principal amount of the mortgage loan being pledged.

The details of the Company's Repo Facilities at March 31, 2020 and December 31, 2019 are as follows (dollars in thousands):



As of March 31, 2020
Repurchase Facility	Committed Financing		Amount Outstanding		Interest Expense⁽¹⁾		Ending Weighted Average Interest Rate		Maturity
JPM Repo Facility ⁽²⁾	$	300,000	$	119,604	$	1,362	3.83	%	1/30/2021
USB Repo Facility ⁽³⁾	100,000		8,250		152		3.18	%	6/15/2020
CS Repo Facility ⁽⁴⁾	200,000		71,740		1,349		4.06	%	9/27/2020
WF Repo Facility ⁽⁵⁾	175,000		—		396		N/A		11/21/2020
Barclays Revolver Facility ⁽⁶⁾	100,000		4,200		51		5.34	%	9/20/2021
Barclays Repo Facility ⁽⁷⁾	300,000		30,730		332		3.24	%	3/15/2022
Total	$	1,175,000	$	234,524	$	3,642

__________________________

⁽¹⁾ For the three months ended March 31, 2020. Includes amortization of deferred financing costs.

⁽²⁾On September 3, 2019, the committed financing amount was downsized from $520 million to $300 million and the maturity date was amended to January 30, 2021.

⁽³⁾ Includes two one-year extensions at the option of an indirect wholly-owned subsidiary of the Company, which may be exercised upon the satisfaction of certain conditions.

⁽⁴⁾ On March 26, 2020, the Company exercised the extension option upon the satisfaction of certain conditions, and extended the term maturity to September 27, 2020.

⁽⁵⁾ Includes three one-year extensions at the Company’s option, which may be exercised upon the satisfaction of certain conditions.

⁽⁶⁾ On September 13, 2019, the Company exercised the extension option, and extended the term maturity to September 20, 2021. There is one more one-year extension option available at the Company's discretion.

⁽⁷⁾ Includes two one-year extensions at the Company's option.



As of December 31, 2019
Repurchase Facility	Committed Financing		Amount Outstanding		Interest Expense⁽¹⁾		Ending Weighted Average Interest Rate		Maturity
JPM Repo Facility ⁽²⁾	$	300,000	$	107,526	$	6,862	4.51	%	1/30/2021
USB Repo Facility ⁽³⁾	100,000		—		622		N/A		6/15/2020
CS Repo Facility ⁽⁴⁾	300,000		87,375		5,563		4.84	%	3/27/2020
WF Repo Facility ⁽⁵⁾	175,000		24,942		1,333		3.65	%	11/21/2020
Barclays Revolver Facility ⁽⁶⁾	100,000		—		976		N/A		9/20/2021
Barclays Repo Facility ⁽⁷⁾	300,000		32,700		1,260		3.80	%	3/15/2022
Total	$	1,275,000	$	252,543	$	16,616

_______________________

⁽¹⁾ For the twelve months ended December 31, 2019. Includes amortization of deferred financing costs.

⁽²⁾On September 3, 2019, the committed financing amount was downsized from $520 million to $300 million and the maturity date was amended to January 30, 2021.

⁽³⁾ Includes two one-year extensions at the option of an indirect wholly-owned subsidiary of the Company, which may be exercised upon the satisfaction of certain conditions.

⁽⁴⁾ On March 26, 2019, the Company exercised the extension option upon the satisfaction of certain conditions, and extended the term maturity to March 27, 2020.

⁽⁵⁾ Includes three one-year extensions at the Company’s option, which may be exercised upon the satisfaction of certain conditions.

⁽⁷⁾ Includes two one-year extensions at the Company's option.

The Company expects to use the advances from the Repo Facilities to finance the acquisition or origination of eligible loans, including first mortgage loans, subordinated mortgage loans, mezzanine loans and participation interests therein.

The Repo Facilities generally provide that in the event of a decrease in the value of the Company's collateral, the lenders can demand additional collateral. As of March 31, 2020 and December 31, 2019, the Company is in compliance with all debt covenants.

Other financing and loan participation - Commercial Mortgage Loans

On March 23, 2020, the Company transferred $15.2 million of its interest in a term loan to Sterling National Bank ("SNB") via a participation agreement. The Company incurred $13.0 thousand of interest expense on SNB for the three months ended March 31, 2020.

Unsecured Debt

On March 26, 2020, the Company and certain of its subsidiaries entered into a material amendment to an existing lending agreement with Security Benefit Life Insurance Company ("SBL"), secured by a pledge of equity interests in certain of the Company’s subsidiaries, for a total commitment of $100 million with a maturity of February 10, 2023 and a rate of one-month LIBOR + 4.5%. The amendment revised the terms of the existing SBL lending agreement, entered into in February 2020, to permit the Company to borrow under the agreement. The Company incurred $17.0 thousand of interest expense on the lending agreement with SBL for the three months ended March 31, 2020. As of March 31, 2020 there was no outstanding balance.

Repurchase Agreements - Real Estate Securities

The Company has entered into various Master Repurchase Agreements (the "MRAs") that allow the Company to sell real estate securities while providing a fixed repurchase price for the same real estate securities in the future. The repurchase contracts on each security under an MRA generally mature in 30-90 days and terms are adjusted for current market rates as necessary.

Below is a summary of the Company's MRAs as of March 31, 2020 and December 31, 2019 (dollars in thousands):



							Weighted Average
Counterparty	Amount Outstanding		Accrued Interest		Collateral Pledged ⁽¹⁾		Interest Rate		Days to Maturity
As of March 31, 2020
JP Morgan Securities LLC	$	159,879	$	595	$	202,688	2.21	%	11
Wells Fargo Securities, LLC	159,924		955		190,623		2.32	%	12
Barclays Capital Inc.	79,047		365		106,965		2.28	%	17
Citigroup Global Markets, Inc.	98,030		653		109,500		2.60	%	16
Total/Weighted Average	$	496,880	$	2,568	$	609,776	2.33	%	13

As of December 31, 2019
JP Morgan Securities LLC	$	83,353	$	124	$	93,500	2.53	%	20
Wells Fargo Securities, LLC	$	178,304	$	1,199	$	209,873	2.94	%	11
Barclays Capital Inc.	$	40,720	$	221	$	47,475	2.81	%	23
Citigroup Global Markets, Inc.	91,982		413		103,453		2.69	%	19
Total/Weighted Average	$	394,359	$	1,957	$	454,301	2.79	%	16

________________________

¹ Includes $89.1 million and $68.5 million of CLO notes, held by the Company, which are eliminated within the real estate securities, at fair value line in the consolidated balance sheets as of March 31, 2020 and December 31, 2019, respectively.

Collateralized Loan Obligations

On January 15, 2020, the Company called all of the outstanding notes issued by BSPRT 2017-FL2 Issuer, Ltd., a wholly owned indirect subsidiary of the Company. The outstanding principal of the notes on the date of the call was $21.0 million. The Company recognized all the remaining unamortized deferred financing costs of $4.5 million recorded within the Interest expense line of the consolidated statements of operations, which was a non-cash charge.

As of March 31, 2020 and December 31, 2019 the notes issued by BSPRT 2018-FL3 Issuer, Ltd. and BSPRT 2018-FL3 Co-Issuer, LLC, wholly owned indirect subsidiaries of the Company, are collateralized by interests in a pool of 42 and 41 mortgage assets having a principal balance of $579.6 million and $523.2 million, respectively (the "2018-FL3 Mortgage Assets"). The sale of the 2018-FL3 Mortgage Assets to BSPRT 2018-FL3 Issuer, Ltd. is governed by a Mortgage Asset Purchase Agreement dated as of April 5, 2018, between the Company and BSPRT 2018-FL3 Issuer, Ltd.

As of March 31, 2020 and December 31, 2019 the notes issued by BSPRT 2018-FL4 Issuer, Ltd. and BSPRT 2018-FL4 Co-Issuer, LLC, each wholly owned indirect subsidiaries of the Company, are collateralized by interests in a pool of 53 and 49 mortgage assets having a principal balance of $868.7 million and $867.9 million, respectively (the "2018-FL4 Mortgage Assets"). The sale of the 2018-FL4 Mortgage Assets to BSPRT 2018-FL4 Issuer is governed by a Mortgage Asset Purchase Agreement dated as of October 12, 2018, between the Company and BSPRT 2018-FL4 Issuer.

As of March 31, 2020 and December 31, 2019, the notes issued by BSPRT 2019-FL5 Issuer, Ltd. and BSPRT 2019-FL5 Co-Issuer, LLC, each wholly owned indirect subsidiaries of the Company, are collateralized by interests in a pool of 53 and 48 mortgage assets having a principal balance of $803.4 million and $809.4 million respectively (the "2019-FL5 Mortgage Assets"). The sale of the 2019-FL5 Mortgage Assets to BSPRT 2019-FL5 Issuer is governed by a Mortgage Asset Purchase Agreement dated as of May 30, 2019, between the Company and BSPRT 2019-FL5 Issuer.

The Company, through its wholly-owned subsidiaries, holds the preferred equity tranches of the above CLOs of approximately $256.9 million and $305.4 million as of March 31, 2020 and December 31, 2019, respectively. The following table represents the terms of the notes issued by the 2018-FL3 Issuer, 2018-FL4 Issuer and 2019-FL5 Issuer (the "CLOs), respectively, as of March 31, 2020 (dollars in thousands):

CLO Facility

Tranche

Par Value Issued

Par Value Outstanding ⁽¹⁾

Interest Rate

Maturity Date

2018-FL3 Issuer

Tranche A

286,700

275,800

1M LIBOR + 105

10/15/2034

2018-FL3 Issuer

Tranche A-S

77,775

1M LIBOR + 135

10/15/2034

2018-FL3 Issuer

Tranche B

41,175

1M LIBOR + 165

10/15/2034

2018-FL3 Issuer

Tranche C

39,650

1M LIBOR + 255

10/15/2034

2018-FL3 Issuer

Tranche D

42,700

1M LIBOR + 345

10/15/2034

2018-FL4 Issuer

Tranche A

416,827

1M LIBOR + 105

9/15/2035

2018-FL4 Issuer

Tranche A-S

73,813

1M LIBOR + 130

9/15/2035

2018-FL4 Issuer

Tranche B

56,446

1M LIBOR + 160

9/15/2035

2018-FL4 Issuer

Tranche C

68,385

1M LIBOR + 210

9/15/2035

2018-FL4 Issuer

Tranche D

57,531

1M LIBOR + 275

9/15/2035

2019-FL5 Issuer

Tranche A

407,025

1M LIBOR + 115

5/15/2029

2019-FL5 Issuer

Tranche A-S

76,950

1M LIBOR + 148

5/15/2029

2019-FL5 Issuer

Tranche B

50,000

1M LIBOR + 140

5/15/2029

2019-FL5 Issuer

Tranche C

61,374

1M LIBOR + 200

5/15/2029

2019-FL5 Issuer

Tranche D

48,600

5,000

1M LIBOR + 240

5/15/2029

2019-FL5 Issuer

Tranche E

20,250

3,000

1M LIBOR + 285

5/15/2029

1,825,201

1,753,451

___________________

⁽¹⁾ Excludes $267.1 million of CLO notes, held by the Company, which are eliminated within the collateralized loan obligation line of the consolidated balance sheets as of March 31, 2020.

The following table represents the terms of the notes issued by the 2017-FL1 Issuer, 2017-FL2 Issuer, 2018-FL3 Issuer and 2018-FL4 Issuer, as of December 31, 2019 (dollars in thousands):

CLO Facility

Tranche

Par Value Issued

Par Value Outstanding ⁽¹⁾

Interest Rate

Maturity Date

2017-FL2 Issuer

Tranche A

237,970

—

1M LIBOR + 82

10/15/2034

2017-FL2 Issuer

Tranche A-S

36,357

—

1M LIBOR + 110

10/15/2034

2017-FL2 Issuer

Tranche B

26,441

—

1M LIBOR + 140

10/15/2034

2017-FL2 Issuer

Tranche C

25,339

—

1M LIBOR + 215

10/15/2034

2017-FL2 Issuer

Tranche D

35,255

21,444

1M LIBOR + 345

10/15/2034

2018-FL3 Issuer

Tranche A

286,700

1M LIBOR + 105

10/15/2034

2018-FL3 Issuer

Tranche A-S

77,775

1M LIBOR + 135

10/15/2034

2018-FL3 Issuer

Tranche B

41,175

1M LIBOR + 165

10/15/2034

2018-FL3 Issuer

Tranche C

39,650

1M LIBOR + 255

10/15/2034

2018-FL3 Issuer

Tranche D

42,700

1M LIBOR + 345

10/15/2034

2018-FL4 Issuer

Tranche A

416,827

1M LIBOR + 105

9/15/2035

2018-FL4 Issuer

Tranche A-S

73,813

1M LIBOR + 130

9/15/2035

2018-FL4 Issuer

Tranche B

56,446

1M LIBOR + 160

9/15/2035

2018-FL4 Issuer

Tranche C

68,385

1M LIBOR + 210

9/15/2035

2018-FL4 Issuer

Tranche D

57,531

1M LIBOR + 275

9/15/2035

2019-FL5 Issuer

Tranche A

407,025

1M LIBOR + 115

5/15/2029

2019-FL5 Issuer

Tranche A-S

76,950

1M LIBOR + 148

5/15/2029

2019-FL5 Issuer

Tranche B

50,000

1M LIBOR + 140

5/15/2029

2019-FL5 Issuer

Tranche C

61,374

1M LIBOR + 200

5/15/2029

2019-FL5 Issuer

Tranche D

48,600

24,300

1M LIBOR + 240

5/15/2029

2019-FL5 Issuer

Tranche E

20,250

1M LIBOR + 285

5/15/2029

2,186,563

1,822,345

⁽¹⁾ Excludes $261.4 million of CLO notes, held by the Company, which are eliminated within the collateralized loan obligation line of the consolidated balance sheets as of December 31, 2019.

The below table reflects the total assets and liabilities of the Company's outstanding CLOs. The CLOs are considered VIEs and are consolidated into the Company's consolidated financial statements as of March 31, 2020 and December 31, 2019 as the Company is the primary beneficiary of the VIE. The Company is the primary beneficiary of the CLOs because (i) the Company has the power to direct the activities that most significantly affect the VIE’s economic performance and (ii) the right to receive benefits from the VIEs or the obligation to absorb losses of the VIEs that could be significant to the VIE.



Assets (dollars in thousands)	March 31, 2020		December 31, 2019
Cash ⁽¹⁾	$	28,680	$	89,946
Commercial mortgage loans, held for investment, net ⁽²⁾	2,235,406		2,294,663
Accrued interest receivable	10,522		6,254
Total Assets	$	2,274,608	$	2,390,863

Liabilities
Notes payable ⁽³⁾⁽⁴⁾	$	2,006,137	$	2,064,601
Accrued interest payable	1,659		2,576
Total Liabilities	$	2,007,796	$	2,067,177

_______________________

⁽¹⁾ Includes $28.2 million and $89.3 million of cash held by the servicer related to CLO loan payoffs as of March 31, 2020 and December 31, 2019, respectively.

⁽²⁾ The balance is presented net of allowance for credit loss of $10.5 million and $0.8 million as of March 31, 2020 and December 31, 2019, respectively.

⁽³⁾ Includes $267.1 million and $261.4 million of CLO notes, held by the Company, which are eliminated within the collateralized loan obligation line of the consolidated balance sheets as of March 31, 2020 and December 31, 2019, respectively.

⁽⁴⁾ The balance is presented net of deferred financing cost and discount of $14.4 million and $19.2 million as of March 31, 2020 and December 31, 2019, respectively.