Debt | 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 June 30, 2018 December 31, 2017 Fixed rate notes $10.5 million, LIBOR plus 2.00% Note, due September 24, 2018 (1) $ 9,620 $ 9,740 $50.0 million, 1.75% plus 1.35% to 1.90% Note, due October 30, 2020 (2) 50,000 50,000 $50.0 million, 1.50% plus 1.35% to 1.90% Note, due January 29, 2021 (3) 50,000 50,000 $100.0 million, 1.73% plus 1.65% to 2.25% Note, due October 30, 2022 (4) 100,000 100,000 $80.0 million, 3.72% Note, due June 1, 2027 80,000 80,000 $37.0 million 3.76% Note, due December 1, 2020 (5) 32,624 33,148 $6.5 million 3.80% Note, due January 1, 2019 5,750 5,842 $19.0 million 4.15% Note, due December 1, 2024 19,000 19,000 $20.2 million 4.28% Note, due June 6, 2023 19,179 19,360 $14.0 million 4.34% Note, due September 11, 2024 13,832 13,944 $14.3 million 4.34% Note, due September 11, 2024 14,300 14,300 $16.5 million 4.97% Note, due September 26, 2023 (5) 15,932 16,058 $15.1 million 4.99% Note, due January 6, 2024 14,754 14,865 $2.6 million 5.46% Note, due October 1, 2023 2,451 2,472 $1.3 million 3.47% Note, due November 28, 2018 637 — Floating rate notes Unsecured line of credit, LIBOR plus 1.40% to 1.95%, due October 30, 2019 (6) 241,200 232,200 Total notes payable principal 669,279 660,929 Less deferred financing costs, net of accumulated amortization (1,684 ) (1,861 ) Total notes payable $ 667,595 $ 659,068 (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 Term Loan 1 (as defined below) at 0.84% through February 3, 2017 and 1.75% beginning February 3, 2017 through October 30, 2020. (3) Promissory note includes an interest rate swap that fixed the LIBOR portion of Term Loan 2 (as defined below) at 1.50% . (4) Promissory note includes an interest rate swap that fixed the LIBOR portion of Term Loan 3 (as defined below) at 1.73% , (5) Promissory notes were assumed by Pillarstone OP in December 2016 and included in our consolidated balance sheets under the profit-sharing method of accounting as discussed in Note 2. (6) Unsecured line of credit includes certain Pillarstone Properties (as defined and described in more detail below) in determining the amount of credit available under the Facility (as defined and described in more detail below). On May 26, 2017, we, through our subsidiary, Whitestone Houston BLVD Place LLC, a Delaware limited liability company, issued an $80.0 million promissory note to American General Life Insurance Company (the “BLVD Note”). The BLVD Note has a fixed interest rate of 3.72% and a maturity date of June 1, 2027. Proceeds from the BLVD Note were used to fund a portion of the purchase price of the acquisition of BLVD Place (see Note 15 below). On November 7, 2014, we, through our Operating Partnership, entered into an unsecured revolving credit facility (the “2014 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 2014 Facility amended and restated our previous unsecured revolving credit facility. On October 30, 2015, we, through our Operating Partnership, entered into the First Amendment to the 2014 Facility (the “First Amendment”) with the guarantors party thereto, the lenders party thereto and the Agent. We refer to the 2014 Facility, as amended by the First Amendment, as the “Facility.” Pursuant to the First Amendment, the Company made the following amendments to the 2014 Facility: • extended the maturity date of the $300 million unsecured revolving credit facility under the 2014 Facility (the “Revolver”) to October 30, 2019 from November 7, 2018; • converted $100 million of outstanding borrowings under the Revolver to a new $100 million unsecured term loan under the 2014 Facility (“Term Loan 3”) with a maturity date of October 30, 2022; • extended the maturity date of the first $50 million unsecured term loan under the 2014 Facility (“Term Loan 1”) to October 30, 2020 from February 17, 2017; and • extended the maturity date of the second $50 million unsecured term loan under the 2014 Facility (“Term Loan 2” and together with Term Loan 1 and Term Loan 3, the “Term Loans”) to January 29, 2021 from 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 2.25% 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. 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, including new commitments from lenders. As of June 30, 2018 , $441.2 million was drawn on the Facility, and our remaining borrowing capacity was $58.8 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. We intend to use any 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. On December 8, 2016, in connection with the Contribution, the Operating Partnership entered into the Second Amendment to the Facility and Reaffirmation of Guaranties (the “Second Amendment”) with Pillarstone OP, the Company and the other Guarantors party thereto, the lenders party thereto and the Agent. Pursuant to the Second Amendment, following the Contribution, Whitestone Offices, LLC and Whitestone CP Woodland Ph. 2, LLC were permitted to remain Material Subsidiaries (as defined in the Facility) and Guarantors under the Facility and their respective Pillarstone Properties were each permitted to remain an Eligible Property (as defined in the Facility) and be included in the Borrowing Base (as defined in the Facility) under the Facility. In addition, on December 8, 2016, Pillarstone OP entered into the Limited Guarantee (the “Limited Guarantee”) with the Agent, pursuant to which Pillarstone OP agreed to be joined as a party to the Facility to provide a limited guarantee up to the amount of availability generated by the Pillarstone Properties owned by Whitestone Offices, LLC and Whitestone CP Woodland Ph. 2, LLC. As of June 30, 2018 , Pillarstone accounted for approximately $15.5 million of the total amount drawn on the Facility. As of June 30, 2018 , our $227.4 million in secured debt was collateralized by 19 properties with a carrying value of $322.7 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 June 30, 2018 , our tangible Net Worth (as defined in the Facility) was $345.8 million and, as a result, we were not in compliance with respect to the tangible Net Worth covenant in the Facility, which states that the tangible Net Worth of the Company shall not be less than the sum of $217.0 million plus 85% of the aggregate net proceeds received by the Company after December 8, 2016 in connection with any offering of stock or stock equivalents. We have received a one-time waiver as of June 30, 2018 and can make no assurances that we will be in compliance with this covenant or other covenants under the Facility in future periods or, if we are not in compliance, that we will be able to obtain another waiver. Had we been unable to obtain a waiver or other suitable relief from the lenders under the Facility, an Event of Default (as defined in the Facility) would have occurred, permitting the lenders holding a majority of the commitments under the Facility to, among other things, accelerate the outstanding indebtedness, which would make it immediately due and payable. Scheduled maturities of our outstanding debt as of June 30, 2018 were as follows (in thousands): Year Amount Due 2018 $ 11,558 2019 249,249 2020 82,827 2021 51,918 2022 102,007 Thereafter 171,720 Total $ 669,279 |