Real Estate Investments | Note 6 — Real Estate Investments 2017 Activity 50 Varick — property sale – pro-rations 245-249 th Street and 218 West 18 th Street property sale – 245-249 th th pro-rations 229 West 36 th Street and 256 West 38 th Street contract for sale – th th th th pro-rations 1440 Broadway contract for sale – Worldwide Plaza Transactions On October 30, 2013, the Company purchased a 48.9% equity interest in Worldwide Plaza for a contract purchase price of $220.1 million, based on the property value at that time for Worldwide Plaza of $1.3 billion less $875.0 million of debt on the property. On June 1, 2017, the Company acquired an additional 49.9% equity interest on exercise of the WWP Option pursuant to the Company’s rights under the joint venture agreement of Worldwide Plaza for a contract purchase price of $276.7 million, based on the option price of approximately $1.4 billion less $875.0 million of debt on the property. The Company’s joint venture partner exercised its right to retain 1.2% of the aggregate membership interests in Worldwide Plaza. Following the exercise of the option, the Company now owns a total equity interest of 98.8% in Worldwide Plaza. As a result, the Company consolidates Worldwide Plaza as of June 1, 2017. In accordance with GAAP, the Company initially recorded the Worldwide Plaza debt at its fair value of $897.0 million on its consolidated statement of net assets. On October 18, 2017, the Company sold a 48.7% interest in Worldwide Plaza to a joint venture managed by SL Green Realty Corp. and RXR Realty LLC based on the underlying property value of $1.725 billion. In conjunction with the equity sale, there was a concurrent $1.2 billion refinancing of the existing Worldwide Plaza debt. The Company received cash at closing of approximately $446.5 million from the sale and excess proceeds from the financing, net of closing costs, including, $108.3 million of defeasance and prepayment costs. The new debt on Worldwide Plaza bears interest at a blended rate of approximately 3.98% per annum, requires monthly payments of interest only and matures in November 2027. The Company has set aside $90.7 million of the proceeds in a separate account to fund future capital improvements to Worldwide Plaza. The following table presents future minimum base cash rental payments due to the Company, subsequent to September 30, 2017. These amounts exclude contingent rental payments, as applicable, that may be collected from certain tenants based on provisions related to sales thresholds and increases in annual rent based on exceeding certain economic indexes among other items. Future Minimum (In thousands) Base Cash Rental October 1, 2017 - December 31, 2017 $ 56,002 2018 223,899 2019 219,700 2020 222,546 2021 217,461 Thereafter 1,234,961 Total $ 2,174,569 Based on the Company’s anticipated holding period for each property, the Company has accrued approximately $69.6 million, of the contractual base cash rental payments, excluding reimbursements. The following table lists the tenants whose annualized cash rent represented greater than 10% of total annualized cash rent as of September 30, 2017 and 2016: September 30, Property Portfolio Tenant 2017 2016 Worldwide Plaza Cravath, Swaine & Moore, LLP 25 % 16 %(1) Worldwide Plaza Nomura Holdings America, Inc. 16 % 11 %(1) (1) Calculated based on the Company’s prorata share of base rent for 2016. The termination, delinquency or non-renewal Intangible Assets and Liabilities Under the liquidation basis of accounting, intangible assets and liabilities are considered in the liquidation value of investments in real estate and are no longer amortized. Acquired intangible assets and liabilities as of December 31, 2016 consisted of the following: December 31, 2016 (In thousands) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Intangible assets: In-place $ 108,253 $ 36,645 $ 71,608 Other intangibles 3,804 750 3,054 Above-market leases 20,291 5,036 15,255 Total acquired intangible assets $ 132,348 $ 42,431 $ 89,917 Intangible lease liabilities: Below-market leases $ 75,484 $ 26,864 $ 48,620 Above-market ground lease liability 17,968 1,401 16,567 Total market lease intangibles $ 93,452 $ 28,265 $ 65,187 The following table discloses amounts recognized within the consolidated statement of operations and comprehensive loss for the three and nine months ended September 30, 2016 (on a going concern basis) related to amortization of in-place Three Months Ended Nine Months Ended (In thousands) September 30, 2016 September 30, 2016 Amortization of in-place $ 2,608 $ 8,415 Amortization and (accretion) of above- and below-market leases, net (2) $ (1,455 ) $ (4,571 ) Amortization of above-market ground lease (3) $ (112 ) $ (337 ) (1) Reflected within depreciation and amortization expense. (2) Reflected within rental income. (3) Reflected within hotel expenses. Real Estate Sales — 2016 During the nine months ended September 30, 2016, the Company sold its properties located at 163-30 Property Borough Disposition Date Contract Sales Price Gain on Sale (1) (2) (in thousands) (in thousands) Duane Reade Queens February 2, 2016 $ 12,600 $ 126 1623 Kings Highway Brooklyn February 17, 2016 17,000 4,293 Foot Locker Brooklyn March 30, 2016 8,400 2,211 $ 38,000 $ 6,630 (1) Reflected within gain on sale of real estate investments, net in the consolidated statement of operations and comprehensive loss for the nine months ended September 30, 2016. (2) During the nine months ended September 30, 2016, the Company repaid three mortgage notes payable totaling $18.9 million with the proceeds from of the sales of Duane Reade, 1623 Kings Highway and Foot Locker. The disposal of Duane Reade, 1623 Kings Highway and Foot Locker did not represent a strategic shift that had a major effect on the Company’s operations and financial results. Accordingly, the results of operations of these properties were classified within continuing operations for the nine months ended September 30, 2016. |