Investments in Unconsolidated Joint Ventures | Investments in Unconsolidated Joint Ventures We have investments in several real estate joint ventures with various partners. As of March 31, 2024, the book value of these investments was $3.0 billion, net of investments with negative book values totaling $144.6 million for which we have an implicit commitment to fund future capital needs. As of March 31, 2024 and December 31, 2023, 800 Third Avenue and 625 Madison Avenue are VIEs in which we are not the primary beneficiary. Our net equity investment in these VIEs was $407.5 million and $437.9 million as of March 31, 2024 and December 31, 2023, respectively. Our maximum loss is limited to the amount of our equity investment in these VIEs. See the "Principles of Consolidation" section of Note 2, "Significant Accounting Policies." All other investments below are voting interest entities. As we do not control the joint ventures listed below, we account for them under the equity method of accounting. The table below provides general information on each of our joint ventures as of March 31, 2024: Property Partner Ownership (1) Economic (1) Unaudited Approximate Square Feet 100 Park Avenue Prudential Real Estate Investors 49.90% 49.90% 834,000 800 Third Avenue Private Investors 60.52% 60.52% 526,000 919 Third Avenue New York State Teacher's Retirement System 51.00% 51.00% 1,454,000 11 West 34th Street (2) Private Investor / Wharton Properties 30.00% 30.00% 17,150 280 Park Avenue Vornado Realty Trust 50.00% 50.00% 1,219,158 1552-1560 Broadway (2) (3) Wharton Properties 50.00% 50.00% 57,718 650 Fifth Avenue (2) (4) Wharton Properties 50.00% 50.00% 69,214 11 Madison Avenue PGIM Real Estate 60.00% 60.00% 2,314,000 One Vanderbilt Avenue National Pension Service of Korea / Hines Interest LP 71.01% 71.01% 1,657,198 Worldwide Plaza (2) RXR Realty / New York REIT 24.95% 24.95% 2,048,725 1515 Broadway Allianz Real Estate of America 56.87% 56.87% 1,750,000 2 Herald Square (2) (5) Israeli Institutional Investor 95.00% 95.00% 369,000 115 Spring Street (2) Private Investor 51.00% 51.00% 5,218 15 Beekman (6) A fund managed by Meritz Alternative Investment Management 20.00% 20.00% 221,884 85 Fifth Avenue Wells Fargo 36.27% 36.27% 12,946 One Madison Avenue (7) National Pension Service of Korea / Hines Interest LP / International Investor 25.50% 25.50% 1,048,700 220 East 42nd Street A fund managed by Meritz Alternative Investment Management 51.00% 51.00% 1,135,000 450 Park Avenue (8) Korean Institutional Investor / Israeli Institutional Investor 50.10% 25.10% 337,000 5 Times Square (2) RXR Realty led investment group 31.55% 31.55% 1,131,735 245 Park Avenue (9) U.S. Affiliate of Mori Trust Co., Ltd 50.10% 50.10% 1,782,793 625 Madison Avenue (10) Private Investor 90.43% 90.43% 563,000 (1) Ownership interest and economic interest represent the Company's interests in the joint venture as of March 31, 2024. Changes in ownership or economic interests within the current year are disclosed in the notes below. (2) Included in the Company's alternative strategy portfolio. (3) The joint venture owns a long-term leasehold interest in the retail space and certain other spaces at 1560 Broadway, which is adjacent to 1552 Broadway. (4) The joint venture owns a long-term leasehold interest in the retail space at 650 Fifth Avenue. (5) In January 2024, the Company closed on the acquisition of interests in the joint venture that owns the leasehold interest for no consideration, which increases the Company's interest in the joint venture to 95.0%. (6) In 2020, the Company formed a joint venture, which then entered into a long-term sublease with the Company. (7) In 2021, the Company admitted an additional partner to the development project with the partner's indirect ownership in the joint venture totaling 25.0%. The transaction did not meet sale accounting under ASC 860 and, as a result, was treated as a secured borrowing for accounting purposes and is included in Other liabilities in our consolidated balance sheets at March 31, 2024 and December 31, 2023. (8) The 50.1% ownership interest reflected in this table is comprised of our 25.1% economic interest and a 25.0% economic interest held by a third-party. The third-party's economic interest is held within a joint venture that we consolidate and recognize in Noncontrolling interests in other partnerships on our consolidated balance sheet. An additional third-party owns the remaining 49.9% economic interest in the property. (9) In June 2023, the Company sold a 49.9% interest, which resulted in the Company no longer retaining a controlling interest in the entity, as defined in ASC 810, and deconsolidation of the 50.1% interest we retained. We recorded our investment at fair value which resulted in the recognition of a fair value adjustment of ($17.0 million) during the year ended December 31, 2023. The fair value of our investment was determined by the terms of the joint venture agreement. (10) In September 2023, following a UCC foreclosure, the Company converted its previous mezzanine debt investments in the fee interest to a 90.43% ownership interest. In December 2023, together with its joint venture partner, the Company entered into a contract to sell the fee ownership in the property. In connection with this contract, the Company recorded a charge of $23.1 million for the year ended December 31, 2023. As of March 31, 2024, the transaction has not closed and the Company recorded an additional charge of $5.9 million for capital contributions required during the quarter, which is included in Depreciable real estate reserves and impairments in the consolidated statements of operations. This transaction is expected to close in the second quarter of 2024. Disposition of Joint Venture Interests or Properties The following table summarizes the investments in unconsolidated joint ventures sold during the three months ended March 31, 2024: Property Ownership Interest Sold Disposition Date Gross Asset Valuation (in millions) Gain on Sale (in millions) (1) 717 Fifth Avenue 10.92% January 2024 $ 963.0 $ 26.9 (1) Represents the Company's share of the gain. Joint Venture Mortgages and Other Loans Payable We generally finance our joint ventures with non-recourse debt. In certain cases, we may provide guarantees or master leases, which terminate upon the satisfaction of specified circumstances or repayment of the underlying loans. The mortgage notes and other loans payable collateralized by the respective joint venture properties and assignment of leases as of March 31, 2024 and December 31, 2023, respectively, are as follows (dollars in thousands): Principal Outstanding Principal Outstanding Economic Current Maturity Final Maturity Interest March 31, 2024 December 31, 2023 Property Interest (1) Date Date (2) Rate (3) Gross SLG Share Gross SLG Share Fixed Rate Debt: 220 East 42nd Street 51.00 % June 2024 June 2025 5.86% $ 505,412 $ 257,760 $ 505,412 $ 257,760 650 Fifth Avenue (4) 50.00 % July 2024 July 2024 5.45% 65,000 32,500 65,000 32,500 5 Times Square (4) 31.55 % September 2024 September 2026 7.18% 514,897 162,450 477,783 150,740 1515 Broadway 56.87 % March 2025 March 2025 3.93% 756,777 430,371 762,002 433,344 115 Spring Street (4) 51.00 % March 2025 March 2025 5.50% 65,550 33,431 65,550 33,431 450 Park Avenue 25.10 % June 2025 June 2027 6.10% 273,616 68,678 271,394 68,120 11 Madison Avenue 60.00 % September 2025 September 2025 3.84% 1,400,000 840,000 1,400,000 840,000 One Madison Avenue (5) 25.50 % November 2025 November 2026 3.59% 769,105 196,122 733,103 186,941 15 Beekman 20.00 % January 2026 January 2028 5.99% 120,000 24,000 — — 800 Third Avenue 60.52 % February 2026 February 2026 3.37% 177,000 107,120 177,000 107,120 919 Third Avenue 51.00 % April 2026 April 2028 6.11% 500,000 255,000 500,000 255,000 625 Madison Avenue (6) 90.43 % December 2026 December 2026 5.07% 201,570 182,280 199,987 180,848 245 Park Avenue 50.10 % June 2027 June 2027 4.30% 1,768,000 885,768 1,768,000 885,768 Worldwide Plaza (4) 24.95 % November 2027 November 2027 3.98% 1,200,000 299,400 1,200,000 299,400 One Vanderbilt Avenue 71.01 % July 2031 July 2031 2.95% 3,000,000 2,130,300 3,000,000 2,130,300 10 East 53rd Street — — 220,000 121,000 717 Fifth Avenue — — 655,328 71,536 Total fixed rate debt $ 11,316,927 $ 5,905,180 $ 12,000,559 $ 6,053,808 Floating Rate Debt: 11 West 34th Street (4) 30.00 % February 2023 (7) February 2023 (7) L+ 1.45% $ 23,000 $ 6,900 $ 23,000 $ 6,900 1552 Broadway (4) 50.00 % February 2024 (8) February 2024 (8) S+ 2.75% 193,132 96,566 193,133 96,567 100 Park Avenue 49.90 % May 2024 (9) December 2025 (10) S+ 2.36% 360,000 179,640 360,000 179,640 650 Fifth Avenue (4) 50.00 % July 2024 July 2024 S+ 2.25% 210,000 105,000 210,000 105,000 5 Times Square (4) 31.55 % September 2024 September 2026 S+ 5.61% 615,094 194,062 610,010 192,458 280 Park Avenue (11) 50.00 % September 2024 September 2024 S+ 2.03% 1,200,000 600,000 1,200,000 600,000 2 Herald Square — — 182,500 93,075 15 Beekman — — 124,137 24,827 Total floating rate debt $ 2,601,226 $ 1,182,168 $ 2,902,780 $ 1,298,467 Total joint venture mortgages and other loans payable $ 13,918,153 $ 7,087,348 $ 14,903,339 $ 7,352,275 Deferred financing costs, net (93,904) (50,598) (104,062) (54,865) Total joint venture mortgages and other loans payable, net $ 13,824,249 $ 7,036,750 $ 14,799,277 $ 7,297,410 (1) Economic interest represents the Company's interests in the joint venture as of March 31, 2024. Changes in ownership or economic interests, if any, within the current year are disclosed in the notes to the investment in unconsolidated joint ventures table above. (2) Reflects exercise of all available options. The ability to exercise extension options may be subject to certain conditions, including meeting tests based on the operating performance of the property. (3) Interest rates as of March 31, 2024, taking into account interest rate hedges in effect during the period. Floating rate debt is presented with the stated spread over Term SOFR ("S"). (4) Included in the Company's alternative strategy portfolio. (5) The loan is a $1.25 billion construction facility with an initial term of five years with one, one year extension option. Advances under the loan are subject to costs incurred. In conjunction with the loan, the Company provided partial guarantees for interest and principal payments, the amounts of which are based on certain construction milestones and operating metrics. In July 2023, the facility was modified, which will allow the partnership to utilize the final tranche of the facility for an expanded range of uses, including additional amenities funded by construction cost savings and for hedging activities in contemplation of a permanent financing. (6) Represents $170.5 million of loan principal and $31.1 million of accrued interest. (7) The Company's joint venture partner is in discussions with the lender on resoluteness, given that the loan is past maturity. (8) The Company is in discussions with the lender on resoluteness, given that the loan is past maturity. (9) In April 2024, together with its joint venture partner, the Company exercised an extension option through December 2024. (10) As-of-right extension. (11) In April 2024, together with our joint venture partner, closed on a modification and extension of the $1.075 billion securitized mortgage loan. The modification extended the maturity date to September 2026, with the partnership's option to extend to a fully extended maturity date of September 2028. The interest rate was maintained at 1.78% over Term SOFR, which the Company fixed at 5.91% for its share of the debt through the fully extended maturity date. The partnership separately modified and extended the $125.0 million mezzanine loan and subsequently repaid the loan for $62.5 million. We are entitled to receive fees for providing management, leasing, construction supervision and asset management services to certain of our joint ventures. We earned $4.9 million and $4.9 million from these services, net of our ownership share of the joint ventures, for the three months ended March 31, 2024 and 2023, respectively. In addition, we have the ability to earn incentive fees based on the ultimate financial performance of certain of the joint venture properties. The combined balance sheets for the unconsolidated joint ventures, at March 31, 2024 and December 31, 2023 are as follows (in thousands): March 31, 2024 December 31, 2023 Assets (1) Commercial real estate property, net $ 18,024,642 $ 18,467,340 Cash and restricted cash 608,462 656,038 Tenant and other receivables, related party receivables, and deferred rents receivable 634,813 673,532 Other assets 2,538,878 2,584,765 Total assets $ 21,806,795 $ 22,381,675 Liabilities and equity (1) Mortgages and other loans payable, net $ 13,824,249 $ 14,799,277 Deferred revenue 1,070,740 1,108,180 Lease liabilities 987,299 990,276 Other liabilities 430,533 447,705 Equity 5,493,974 5,036,237 Total liabilities and equity $ 21,806,795 $ 22,381,675 Company's investments in unconsolidated joint ventures $ 2,984,786 $ 2,983,313 (1) At March 31, 2024, $548.2 million of net unamortized basis differences between the amount at which our investments are carried and our share of equity in net assets of the underlying property will be amortized through equity in net income (loss) from unconsolidated joint ventures over the remaining life of the underlying items having given rise to the differences. The combined statements of operations for the unconsolidated joint ventures, from acquisition date through the three months ended March 31, 2024 and 2023, are as follows (in thousands): Three Months Ended March 31, 2024 2023 Total revenues $ 365,339 $ 389,452 Operating expenses 65,750 61,968 Real estate taxes 75,632 65,740 Operating lease rent 9,025 7,181 Interest expense, net of interest income 149,854 129,477 Amortization of deferred financing costs 6,072 7,045 Depreciation and amortization 134,178 125,266 Total expenses 440,511 396,677 Gain on early extinguishment of debt 172,519 — Net income (loss) before loss on sale $ 97,347 $ (7,225) Company's equity in net income (loss) from unconsolidated joint ventures $ 111,160 $ (7,412) |