Mortgage Notes Payable | Note 8 — Mortgage Notes Payable Mortgage notes payable are carried at their contractual amounts due under liquidation accounting. The Company had outstanding mortgage notes payable of $2.0 billion at June 30, 2017 and $1.13 billion at December 31, 2016. The mortgage notes payable are collateralized, directly or, in the case of the mezzanine note, indirectly, by the real estate held by the Company identified in the table below. The Company’s mortgage notes payable as of June 30, 2017 and December 31, 2016 consist of the following (in thousands): Outstanding Loan Amount Portfolio Encumbered June 30, 2017 December 31, 2016 Effective Interest Rate Maturity Mortgage Loan (1) 12 $ 500,000 $ 500,000 3.2 % Variable (2) Dec 2017 Mezzanine Loan (1) 12 260,000 260,000 6.5 % Variable (2) Dec 2017 256 West 38th Street 1 24,500 24,500 3.1 % Fixed (6) Dec 2017 1100 Kings Highway 1 20,200 20,200 3.4 % Fixed (3) Aug 2017 1440 Broadway (4) 1 305,000 305,000 4.3 % Variable (2) Oct 2019 Design Center 1 19,216 19,380 6.3 % Variable (5) Dec 2021 Worldwide Plaza (7) 1 875,000 — 4.6 % Fixed Mar 2023 Mortgage notes payable, gross principal amount 2,003,916 1,129,080 Fair value adjustment 22,000 Mortgage notes payable $ 2,025,916 Less: deferred financing costs, net (21,554 ) Mortgage notes payable, net of deferred financing costs $ 1,107,526 4.4 %(8) (1) Encumbered properties are 245-249 West 17th Street, 333 West 34th Street, 216-218 West 18th Street, 50 Varick Street, 229 West 36th Street, 122 Greenwich Street, 350 West 42nd Street, 382-384 Bleecker Street, 350 Bleecker Street, 416-425 Washington Street, 33 West 56th Street and 120 West 57th Street (the “POL Loan Properties”). (2) LIBOR portion is capped through an interest rate cap agreement. (3) Fixed through interest rate swap agreement through July 31, 2017. The maturity date was extended to April 1, 2018. (4) Total commitments of $325 million; additional $20 million available, subject to lender approval, to fund certain tenant allowances, capital expenditures and leasing costs. (5) The variable interest rate reset in December 2016 and will remain fixed at this rate until December 2017. (6) Fixed through an interest rate swap agreement. (7) The property was consolidated as of June 1, 2017. (8) Calculated on a weighted average basis for all mortgages outstanding as of June 30, 2017. On August 1, 2017, the Company’s mortgage loan collateralized by the 1100 Kings Highway property was modified to extend the maturity date to April 1, 2018 and to allow for partial release of the collateral. The loan also requires a cash sweep starting January 1, 2018 unless the property is under contract for sale for an amount equal to or greater than 133% of the outstanding mortgage loan payable. On December 20, 2016, the Company, through indirect wholly owned subsidiaries of the OP, entered into a mortgage loan (the “Mortgage Loan”) in the aggregate amount of $500.0 million and a mezzanine loan in the aggregate amount of $260.0 million (the “Mezzanine Loan” and, together with the Mortgage Loan, the “POL Loans”). The POL Loans are secured directly, in the case of the mortgage loan, and indirectly in the case of the mezzanine loan, by our properties located in New York, New York at 245-249 West 17th Street, 333 West 34th Street, 216-218 West 18th Street, 50 Varick Street, 229 West 36th Street, 122 Greenwich Street, 350 West 42nd Street, 382-384 Bleecker Street, 350 Bleecker Street, 416-425 Washington Street, 33 West 56th Street and 120 West 57th Street (the “POL Loan Properties”). At the closing of the POL Loans, a portion of the net proceeds after closing costs was used to repay the $485.0 million principal amount then outstanding under the Company’s credit facility. As of December 31, 2016, the $260.0 million proceeds from the Mezzanine Loan were held in an escrow account by the servicer of the POL Loans and were recorded as a receivable in the Company’s consolidated balance sheet. Subsequently, on January 9, 2017, the $260.0 million proceeds were deposited into an operating account for the purpose of purchasing the additional equity interests in Worldwide Plaza (see Note 7). Prior to the repayment in full of the credit facility, all of the POL Loan Properties were included as part of the borrowing base thereunder. The Mortgage Loan requires monthly interest payments at an initial weighted average interest rate of LIBOR plus 2.38% and the Mezzanine Loan requires monthly interest payments at an initial weighted average interest rate of LIBOR plus 5.65%. The LIBOR portions of the interest rates due under the POL Loans are capped at 3.0% pursuant to interest rate cap agreements. The POL Loans mature in December 2017. The POL Loans include one option to extend the maturity date for one year, if certain conditions are met including a debt yield test, and subject to a 0.25% increase in the applicable monthly interest rate payable. The POL Loans are recourse to the Company and may be accelerated only in the event of a default. The POL Loans may be prepaid, in whole or in part, without payment of any prepayment premium or spread maintenance premium or any other fee or penalty. In connection with a sale or disposition of an individual POL Loan Property to a third party, such POL Loan Property may be released from the collateral securing the Mortgage Loan, subject to certain conditions, by prepayment of a release price (the “Release Amount”) as defined in the Mortgage Loan agreements. In certain instances, 110% of the Release Amount will be required to be paid in order to release the property. Concurrently with the payment of the Release Amount, the borrower entity under the Mezzanine Loan is obligated to prepay a corresponding portion of the Mezzanine Loan, in accordance with the terms of the Mezzanine Loan, for which it will receive a release of a corresponding portion of the collateral under the Mezzanine Loan. Concurrently with the POL Loans, the Company entered into guaranty agreements with respect to the POL Loans that requires the Company to maintain, (i) on a consolidated basis, a minimum net worth of $300.0 million, which minimum net worth will be reduced pro rata with any prepayment of the POL Loans once the outstanding principal amount of the POL Loans is less than $300.0 million, but in no event will the minimum net worth be reduced below $150.0 million, and (ii) liquid assets having a market value of at least $25.0 million, which minimum market value of liquid assets may be reduced to $15.0 million in the event the outstanding amount under the POL Loans is equal to or less than $100.0 million. On September 30, 2015, in connection with the mortgage notes payable secured by its property located at 1440 Broadway, the Company executed guarantees in favor of the lenders with respect to the costs of certain unfunded obligations of the Company related to tenant allowances, capital expenditures and leasing costs, which guarantees are capped at $5.3 million in the aggregate. The guarantees expire in October 2019, the maturity date of the 1440 Broadway mortgage. As of June 30, 2017, the Company has not been required to perform under the guarantees and has not recognized any assets or liabilities related to the guarantees. Some of the Company’s mortgage note agreements require compliance with certain property-level financial covenants including debt service coverage ratios. As of June 30, 2017, the Company was in compliance with the financial covenants under its mortgage note agreements. |