What changed in this filing

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Item 1. Business

2021-03-11 compared with 2020-03-17 · 23 added, 10 removed, 142 unchanged (19% of the section changed)

21 unchanged sentences

The Company also originates conduit loans which the Company intends to sell through its TRS into commercial mortgage-backed securities ("CMBS") securitization transactions.

The Company invests in commercial real estate securities.

The Company also invests in commercial real estate securities and properties.

Real estate securities may include CMBS, senior unsecured debt of publicly traded REITs, debt or equity securities of other publicly traded real estate companies and collateralized debt obligations ("CDOs").

Property investments, other than properties owned in connection with a foreclosure, are generally subject to triple net leases.

Investment Objectives

8 unchanged sentences

The third strategy is to originate conduit loans and sell them through our TRS business into CMBS securitization transactions.

The fourth strategy represents real estate acquired by the Company through foreclosure, deed in lieu of foreclosure, or purchase.

The fourth strategy represents real estate acquired by the Company through foreclosure and deed in lieu of foreclosure, and purchases of real estate that generally are, or will be, subject to a triple net lease.

We will seek to create and maintain a portfolio of commercial real estate investments that generate stable income to enable us to pay attractive and consistent cash distributions to our stockholders.

5 unchanged sentences

We use conservative underwriting criteria to focus on risk adjusted returns based on several factors, which may include the leverage point, debt service coverage and sensitivity, lease sustainability studies, market and economic conditions, quality of the underlying collateral and location, reputation and track record of the borrower, and a clear exit or refinancing plan for the borrower.

Our underwriting process involves comprehensive financial, structural, operational, and legal due diligence to assess

any risks in connection with making such investments so that we can optimize pricing and structuring.

Our underwriting process involves comprehensive financial, structural, operational, and legal due diligence to assess any risks in connection with making such investments so that we can optimize pricing and structuring.

By originating loans directly, we are able to structure and underwrite loans that satisfy our standards, establish a direct relationship with the borrower, and utilize our own documentation.

56 unchanged sentences

The Company originates conduit loans which the Company intends to sell through its TRS into CMBS securitization transactions at a profit.

The Conduit loans are typically fixed-rate commercial real estate loans and are long (up to ten years)

term, and are predominantly current-pay loans.

The Conduit loans are typically fixed-rate commercial real estate loans and are long (up to ten years) term, and are predominantly current-pay loans.

Other Possible Investments

1 unchanged sentence

We may invest in whatever types of interests in real estate-related assets that we believe are in our best interest which may include the commercial real property underlying our debt investments as a result of a loan workout, foreclosure or similar circumstances.

Although we can purchase any type of real estate-related assets, our charter does limit our ability to make certain types of investments.

Investment Process

Our Advisor has the authority to make all the decisions regarding our investments consistent with the investment guidelines and borrowing policies approved by our board of directors and subject to the direction and oversight of our board of directors.

With respect to investments in commercial real estate debt, our board of directors has adopted investment guidelines

that our Advisor must follow when acquiring such assets on our behalf without the approval of our board of directors.

With respect to investments in commercial real estate debt, our board of directors has adopted investment guidelines that our Advisor must follow when acquiring such assets on our behalf without the approval of our board of directors.

We will not, however, purchase assets in which our Advisor, any of our directors or any of their affiliates has an interest without a determination by a majority of our directors (including a majority of the independent directors) not otherwise interested in the transaction that such transaction is fair and reasonable to us and at a price to us no greater than the cost of the asset to the affiliated seller, unless there is substantial justification for the excess amount and such excess is reasonable.

2 unchanged sentences

Borrowing Strategies and Policies

In addition to raising capital through private placements of our equity securities, our financing strategy includes secured repurchase agreement facilities for loans, securities and securitizations.

Our financing strategy primarily includes the use of secured repurchase agreement facilities for loans, securities and securitizations.

We have also raised capital through private placements of our equity securities.

In addition to our current mix of financing sources, we may also access additional forms of financings, including credit facilities, and public or private secured and unsecured debt issuances by us or our subsidiaries.

23 unchanged sentences

As of December 31, 2020, we had no direct employees.

Our executive officers serve as officers of our Advisor and are employed by an affiliate of our Advisor.

The employees of the Advisor and other affiliates of the Advisor perform a full range of real estate services for us, including origination, acquisitions, accounting, legal, asset management, wholesale brokerage, and investor relations services.

1 unchanged sentence

In the event that any of these companies were unable to provide these services to us, we would be required to provide such services ourselves or obtain such services from other sources.

Government Regulation

Our operations are subject, in certain instances, to supervision and regulation by U.S.

and other governmental authorities, and may be subject to various laws and judicial and administrative decisions imposing various requirements and restrictions, which, among other things:

(i) regulate credit-granting activities;

(ii) establish maximum interest rates, finance charges and other charges;

(iii) require disclosures to customers;

(iv) govern secured transactions;

and (v) set collection, foreclosure, repossession and claims-handling procedures and other trade practices.

We intend to conduct our business so that neither we nor any of our subsidiaries are required to register as an investment company under the Investment Company Act.

In our judgment, existing statutes and regulations have not had a material adverse effect on our business.

In recent years, legislators in the United States and in other countries have said that greater regulation of financial services firms is needed, particularly in areas such as risk management, leverage, and disclosure.

While we expect that additional new regulations in these areas will be adopted and existing ones may change in the future, it is not possible at this time to forecast the exact nature of any future legislation, regulations, judicial decisions, orders or interpretations, nor their impact upon our future business, financial condition, or results of operations or prospects.

Impact of COVID-19

Refer to “Covid-19 Pandemic” in Part II, Item 7, “Management's Discussion and Analysis of Financial Condition and Results of Operations” of this Annual Report on Form 10-K for a discussion of the impact COVID-19 is having on our business and results of operations and financial condition.

Available Information

6 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business