Debt Disclosure | DEBT Certain subsidiaries of Whitestone are the borrowers under various financing arrangements. These subsidiaries are separate legal entities and their respective assets and credit are not available to satisfy the debt of Whitestone or any of its other subsidiaries. Debt consisted of the following as of the dates indicated (in thousands): Description September 30, 2015 December 31, 2014 Fixed rate notes $10.5 million, LIBOR plus 2.00% Note, due September 24, 2018 (1) $ 10,280 $ 10,460 $50.0 million, 0.84% plus 1.75% to 2.50% Note, due February 17, 2017 (2) 50,000 50,000 $37.0 million 3.76% Note, due December 1, 2020 35,386 36,090 $6.5 million 3.80% Note, due January 1, 2019 6,232 6,355 $19.0 million 4.15% Note, due December 1, 2024 19,000 19,000 $20.2 million 4.28% Note, due June 6, 2023 20,121 20,200 $14.0 million 4.34% Note, due September 11, 2024 14,000 14,000 $14.3 million 4.34% Note, due September 11, 2024 14,300 14,300 $16.5 million 4.97% Note, due September 26, 2023 16,450 16,450 $15.1 million 4.99% Note, due January 6, 2024 15,060 15,060 $9.2 million, Prime Rate less 2.00%, due December 29, 2017 (3) 7,886 7,888 $2.6 million 5.46% Note, due October 1, 2023 2,559 2,583 $11.1 million 5.87% Note, due August 6, 2016 11,382 11,607 $0.9 million 2.97% Note, due November 28, 2015 212 — Floating rate notes Unsecured line of credit, LIBOR plus 1.40% to 1.95%, due November 7, 2018 (4) 225,600 120,100 $50.0 million, LIBOR plus 1.35% to 1.90% Note, due November 7, 2019 (5) 50,000 50,000 $ 498,468 $ 394,093 (1) Promissory note includes an interest rate swap that fixed the interest rate at 3.55% for the duration of the term. (2) Promissory note includes an interest rate swap that fixed the LIBOR portion of our $50 million term loan under our previous unsecured revolving credit facility at 0.84% . On October 30, 2015, the maturity date of this loan was extended to October 30, 2020 (See Note 15). (3) Promissory note includes an interest rate swap that fixed the interest rate at 5.72% for the duration of the term. As part of our acquisition of Paradise Plaza in August 2012, we recorded a discount on the note of $1.3 million , which amortizes into interest expense over the life of the loan and results in an imputed interest rate of 4.13% . (4) On October 30, 2015, the maturity date of the Revolver (as defined below) was extended to October 30, 2019 and $100 million of borrowings under the Revolver (as defined below) was converted to a new term loan under the Facility (as defined below) with a rate of LIBOR plus 1.65% to 2.25% and a maturity date of October 30, 2022 (See Note 15). (5) On October 30, 2015, the maturity date of this loan was extended to January 29, 2021 (See Note 15). On December 24, 2014, we assumed a $2.6 million promissory note as part of our acquisition of the hard corner at Village Square at Dana Park (See Note 14). The 5.46% fixed interest rate note matures October 1, 2023. On November 26, 2014, we, operating through our subsidiary, Whitestone Headquarters Village, LLC, a Delaware limited liability company, entered into a $19.0 million promissory note (the “Headquarters Note”), with a fixed interest rate of 4.15% payable to Morgan Stanley Bank, N.A. and a maturity date of December 1, 2024. Proceeds from the Headquarters Note were used to repay a portion of the Facility (as defined below). On November 7, 2014, we, through our Operating Partnership, entered into an unsecured revolving credit facility (the “Facility”) with the lenders party thereto, with BMO Capital Markets, Wells Fargo Securities, LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, and U.S. Bank, National Association, as co-lead arrangers and joint book runners, and Bank of Montreal, as administrative agent (the “Agent”). The Facility amended and restated our previous unsecured revolving credit facility. Proceeds from the Facility were used for general corporate purposes, including property acquisitions, debt repayment, capital expenditures, the expansion, redevelopment and re-tenanting of properties in our portfolio and working capital. We intend to use the additional proceeds from the Facility for general corporate purposes, including property acquisitions, debt repayment, capital expenditure, the expansion, redevelopment and re-tenanting of properties in our portfolio and working capital. The Facility is comprised of three tranches: • $400 million unsecured revolving credit facility (the “Revolver”); • $50 million unsecured term loan (the “Term Loan 1”); and • $50 million unsecured term loan (the “Term Loan 2”). The Facility includes an accordion feature that will allow the Operating Partnership to increase the borrowing capacity to $700 million , upon the satisfaction of certain conditions. The Revolver will mature on November 7, 2018, with an option to extend for one additional year to November 7, 2019, subject to certain conditions, including payment of an extension fee. The Term Loan 1 will mature on February 17, 2017, and the Term Loan 2 will mature on November 7, 2019. Borrowings under the Facility accrue interest (at the Operating Partnership's option) at a Base Rate or an Adjusted LIBOR plus an applicable margin based upon our then existing leverage. The applicable margin for Adjusted LIBOR borrowings ranges from 1.40% to 1.95% for the Revolver and 1.35% to 1.90% for the term loans. Base Rate means the higher of: (a) the Agent's prime commercial rate, (b) the sum of (i) the average rate quoted by the Agent by two or more federal funds brokers selected by the Agent for sale to the Agent at face value of federal funds in the secondary market in an amount equal or comparable to the principal amount for which such rate is being determined, plus (ii) 1/2 of 1.00%, and (c) the LIBOR rate for such day plus 1.00% . Adjusted LIBOR means LIBOR divided by one minus the Eurodollar Reserve Percentage. The Eurodollar Reserve Percentage means the maximum reserve percentage at which reserves are imposed by the Board of Governors of the Federal Reserve System on eurocurrency liabilities. We serve as the guarantor for funds borrowed by the Operating Partnership under the Facility. The Facility contains customary terms and conditions, including, without limitation, affirmative and negative covenants such as information reporting requirements, maximum secured indebtedness to total asset value, minimum EBITDA (earnings before interest, taxes, depreciation, amortization or extraordinary items) to fixed charges, and maintenance of a minimum net worth. The Facility also contains customary events of default with customary notice and cure, including, without limitation, nonpayment, breach of covenant, misrepresentation of representations and warranties in a material respect, cross-default to other major indebtedness, change of control, bankruptcy and loss of REIT tax status. As of September 30, 2015 , we were in compliance with all covenants under the Facility. As of September 30, 2015 , $325.6 million was drawn on the Facility, and our remaining borrowing capacity was $174.4 million . Proceeds from the Facility were used for general corporate purposes, including property acquisitions, debt repayment, capital expenditures, the expansion, redevelopment and retenanting of properties in our portfolio and working capital. On October 30, 2015, we, through our Operating Partnership, entered into the first amendment to the Facility. See Note 15. On September 3, 2014, we, operating through our subsidiary, Whitestone Pecos Ranch, LLC, a Delaware limited liability company, entered into a $14.0 million promissory note (the “Pecos Note”), with a fixed interest rate of 4.34% payable to Wells Fargo Bank, National Association and a maturity date of September 11, 2024. Proceeds from the Pecos Note were used to repay a portion of our previous unsecured revolving credit facility. On August 26, 2014, we, operating through our subsidiary, Whitestone Shops at Starwood, LLC, a Delaware limited liability company, entered into a $14.3 million promissory note (the “Starwood Note”), with a fixed interest rate of 4.34% payable to Wells Fargo Bank, National Association and a maturity date of September 11, 2024. Proceeds from the Starwood Note were used to repay a portion of our previous unsecured revolving credit facility. As of September 30, 2015 , our $172.7 million in secured debt was collateralized by 20 properties with a carrying value of $214.4 million . Our loans contain restrictions that would require the payment of prepayment penalties for the acceleration of outstanding debt and are secured by deeds of trust on certain of our properties and by assignment of the rents and leases associated with those properties. As of September 30, 2015 , we were in compliance with all loan covenants. Scheduled maturities of our outstanding debt as of September 30, 2015 were as follows (in thousands): Year Amount Due 2015 $ 730 2016 13,269 2017 60,212 2018 237,736 2019 58,049 Thereafter 128,472 Total $ 498,468 |