Investments in Unconsolidated Joint Ventures | Investments in Unconsolidated Joint Ventures We have investments in several real estate joint ventures with various partners. As of September 30, 2017 , 800 Third Avenue, 21 East 66th Street, 605 West 42 nd Street, 333 East 22nd Street, One Vanderbilt, and certain properties within the Stonehenge Portfolio are VIEs in which we are not the primary beneficiary. Our net equity investment in these VIEs was $ 598.7 million as of September 30, 2017 . As of December 31, 2016 , 650 Fifth Avenue, 800 Third Avenue, 21 East 66th Street, 605 West 42 nd Street, 333 East 22nd Street, and certain properties within the Stonehenge Portfolio were VIEs in which we were not the primary beneficiary. Our net equity investment in these VIEs was $220.1 million as of December 31, 2016 . Our maximum loss is limited to the amount of our equity investment in these VIEs. 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 September 30, 2017 : Property Partner Ownership (1) Economic (1) Unaudited Approximate Square Feet Acquisition Date (2) Acquisition (2) (in thousands) 100 Park Avenue Prudential Real Estate Investors 49.90% 49.90% 834,000 February 2000 $ 95,800 717 Fifth Avenue Jeff Sutton/Private Investor 10.92% 10.92% 119,500 September 2006 251,900 800 Third Avenue Private Investors 60.52% 60.52% 526,000 December 2006 285,000 1745 Broadway Ivanhoe Cambridge, Inc. 56.87% 56.87% 674,000 April 2007 520,000 Jericho Plaza Onyx Equities/Credit Suisse 11.67% 11.67% 640,000 April 2007 210,000 11 West 34th Street Private Investor/ 30.00% 30.00% 17,150 December 2010 10,800 3 Columbus Circle (3) The Moinian Group 48.90% 48.90% 741,500 January 2011 500,000 280 Park Avenue Vornado Realty Trust 50.00% 50.00% 1,219,158 March 2011 400,000 1552-1560 Broadway (4) Jeff Sutton 50.00% 50.00% 57,718 August 2011 136,550 724 Fifth Avenue Jeff Sutton 50.00% 50.00% 65,010 January 2012 223,000 10 East 53rd Street Canadian Pension Plan Investment Board 55.00% 55.00% 354,300 February 2012 252,500 521 Fifth Avenue Plaza Global 50.50% 50.50% 460,000 November 2012 315,000 21 East 66th Street (5) Private Investors 32.28% 32.28% 13,069 December 2012 75,000 650 Fifth Avenue (6) Jeff Sutton 50.00% 50.00% 69,214 November 2013 — 121 Greene Street Jeff Sutton 50.00% 50.00% 7,131 September 2014 27,400 175-225 Third Street Brooklyn, New York KCLW 3rd Street LLC/LIVWRK LLC 95.00% 95.00% — October 2014 74,600 55 West 46th Street Prudential Real Estate Investors 25.00% 25.00% 347,000 November 2014 295,000 Stonehenge Portfolio (7) Various Various Various 1,439,016 February 2015 36,668 131-137 Spring Street Invesco Real Estate 20.00% 20.00% 68,342 August 2015 277,750 605 West 42nd Street The Moinian Group 20.00% 20.00% 927,358 April 2016 759,000 11 Madison Avenue PGIM Real Estate 60.00% 60.00% 2,314,000 August 2016 2,605,000 333 East 22nd Street (8) Private Investors 33.33% 33.33% 26,926 August 2016 — 400 E 57th Street (9) BlackRock, Inc and Stonehenge Partners 51.00% 41.00% 290,482 October 2016 170,000 One Vanderbilt (10) National Pension Service of Korea/Hines Interest LP 71.01% 71.01% — January 2017 3,310,000 Mezzanine Loan (11) Private Investors 33.33% 33.33% — May 2017 15,000 (1) Ownership interest and economic interest represent the Company's interests in the joint venture as of September 30, 2017 . Changes in ownership or economic interests, if any, within the current year are disclosed in the notes below. (2) Acquisition date and price represent the date on which the Company initially acquired an interest in the joint venture and the actual or implied gross purchase price for the joint venture on that date. Acquisition date and price are not adjusted for subsequent acquisitions or dispositions of interest. (3) As a result of the sale of a condominium interest in September 2012, Young & Rubicam, Inc., or Y&R, owns floors three through eight at the property. Because the joint venture has an option to repurchase these floors, the gain associated with this sale was deferred. (4) The purchase price represents only the purchase of the 1552 Broadway interest which comprised approximately 13,045 square feet. The joint venture also owns a long-term leasehold interest in the retail space and certain other spaces at 1560 Broadway, which is adjacent to 1552 Broadway. (5) We hold a 32.28 % interest in three retail and two residential units at the property and a 16.14 % interest in three residential units at the property. (6) The joint venture owns a long-term leasehold interest in the retail space at 650 Fifth Avenue. In connection with the ground lease obligation, SLG provided a performance guaranty and our joint venture partner executed a contribution agreement to reflect its pro rata obligation. In the event the property is converted into a condominium unit and the landlord elects the purchase option, the joint venture shall be obligated to acquire the unit at the then fair value. (7) In March 2017, the Company sold a partial interest in the Stonehenge Portfolio as further described under Sale of Joint Venture Interest or Properties below. (8) The joint venture acquired a leasehold interest in the property in October 2016. (9) In October 2016, the Company sold a 49% interest in this property to an investment account managed by BlackRock, Inc. The Company's interest in the property was sold within a consolidated joint venture owned 90 % by the Company and 10 % by Stonehenge. The transaction resulted in the deconsolidation of the venture's remaining 51% interest in the property. The Company's joint venture with Stonehenge remains consolidated resulting in the combined 51% interest being shown within investments in unconsolidated joint ventures on the Company's balance sheet. (10) In January 2017, the Company admitted two partners, National Pension Service of Korea and Hines Interest LP, into the One Vanderbilt Avenue development project. In April 2017, the criteria for deconsolidation were met, and the development is shown within investments in unconsolidated joint ventures. The partners have committed aggregate equity to the project totaling no less than $525 million and their ownership interest in the joint venture is based on their capital contributions, up to an aggregate maximum of 29.0% . At September 30, 2017 the total of the two partners' ownership interests based on equity contributed was 3.49% . (11) In May 2017, the Company contributed a mezzanine loan secured by a commercial property in midtown Manhattan to a joint venture and retained a 33.33% interest in the venture. The carrying value is net of $10.0 million that was sold, which is included in other assets and other liabilities on the consolidated balance sheets as a result of the transfers not meeting the conditions for sale accounting. In October 2017, the initial maturity date of November 2017 was extended to November 2018. Acquisition, Development and Construction Arrangements Based on the characteristics of the following arrangements, which are similar to those of an investment, combined with the expected residual profit of not greater than 50% , we have accounted for these debt and preferred equity investments under the equity method. As of September 30, 2017 and December 31, 2016, the carrying value for acquisition, development and construction arrangements were as follows (in thousands): Loan Type September 30, 2017 December 31, 2016 Maturity Date Mezzanine Loan and Preferred Equity (1) $ 100,000 $ 100,000 March 2018 Mezzanine Loan (2) 44,881 45,622 February 2022 Mezzanine Loan (3) 25,854 24,542 July 2036 $ 170,735 $ 170,164 (1) These loans were extended in February 2017. (2) We have an option to convert our loan to an equity interest subject to certain conditions. We have determined that our option to convert the loan to equity is not a derivative financial instrument pursuant to GAAP. (3) The Company has the ability to convert this loan into an equity position starting in 2021 and the borrower is able to force this conversion in 2024. Sale of Joint Venture Interests or Properties The following table summarizes the investments in unconsolidated joint ventures sold during the nine months ended September 30, 2017 : Property Ownership Interest Disposition Date Type of Sale Gross Asset Valuation (in thousands) (1) Gain on Sale (in thousands) (2) Stonehenge Portfolio (partial) Various March 2017 Ownership Interest $ 300,000 $ 871 102 Greene Street 10.00% September 2017 Ownership Interest $ 43,500 $ 283 (1) Represents implied gross valuation for the joint venture or sales price of the property. (2) Represents the Company's share of the gain. In May 2017, our investment in a joint venture that owned two mezzanine notes secured by interests in the entity that owns 76 11th Avenue was repaid after the joint venture received repayment of the underlying loans. In May 2017, we recognized a gain of $13.0 million related to the sale in May 2014 of our ownership interest in 747 Madison Avenue. The sale did not meet the criteria for sale accounting at that time and, therefore, remained on our consolidated financial statements. The sale criteria was met in the second quarter of 2017 resulting in recognition of the deferred gain on the sale. Joint Venture Mortgages and Other Loans Payable We generally finance our joint ventures with non-recourse debt. In certain cases we have provided guarantees or master leases for tenant space, which terminate upon the satisfaction of specified circumstances or repayment of the underlying loans. The first mortgage notes and other loans payable collateralized by the respective joint venture properties and assignment of leases at September 30, 2017 and December 31, 2016 , respectively, are as follows (amounts in thousands): Property Economic (1) Maturity Date Interest Rate (2) September 30, 2017 December 31, 2016 Fixed Rate Debt: 521 Fifth Avenue 50.50 % November 2019 3.73 % $ 170,000 $ 170,000 717 Fifth Avenue (3) 10.92 % July 2022 4.45 % 300,000 300,000 Property Economic (1) Maturity Date Interest Rate (2) September 30, 2017 December 31, 2016 717 Fifth Avenue (3) 10.92 % July 2022 5.50 % 355,328 355,328 650 Fifth Avenue 50.00 % October 2022 4.95 % 225,000 — 21 East 66th Street 32.28 % April 2023 3.60 % 12,000 12,000 3 Columbus Circle 48.90 % March 2025 3.61 % 350,000 350,000 11 Madison Avenue 60.00 % September 2025 3.84 % 1,400,000 1,400,000 800 Third Avenue 60.52 % February 2026 3.37 % 177,000 177,000 400 East 57th Street 41.00 % November 2026 3.00 % 100,000 100,000 Stonehenge Portfolio (4) Various Various 4.17 % 359,095 362,518 1745 Broadway (5) — 340,000 Total fixed rate debt $ 3,448,423 $ 3,566,846 Floating Rate Debt: 55 West 46th Street (6) 25.00 % October 2017 3.52 % $ 165,328 $ 157,322 175-225 Third Street Brooklyn, New York 95.00 % December 2017 5.25 % 40,000 40,000 Jericho Plaza (7) 11.67 % March 2018 5.37 % 79,530 76,993 724 Fifth Avenue 50.00 % April 2018 3.64 % 275,000 275,000 1552 Broadway (8) 50.00 % April 2018 5.41 % 185,410 185,410 280 Park Avenue (9) 50.00 % September 2019 3.09 % 1,200,000 900,000 121 Greene Street 50.00 % November 2019 2.72 % 15,000 15,000 1745 Broadway (10) 56.87 % January 2020 3.07 % 345,000 — 10 East 53rd Street 55.00 % February 2020 3.47 % 170,000 125,000 131-137 Spring Street 20.00 % August 2020 2.77 % 141,000 141,000 11 West 34th Street 30.00 % January 2021 2.68 % 23,000 23,000 100 Park Avenue 49.90 % February 2021 2.97 % 360,000 360,000 One Vanderbilt (11) 71.01 % September 2021 4.72 % 271,229 — 605 West 42nd Street (12) 20.00 % August 2027 2.84 % 550,000 539,000 21 East 66th Street 32.28 % June 2033 3.62 % 1,667 1,726 Stonehenge Portfolio Various April 2018 2.47 % 55,340 65,577 650 Fifth Avenue (13) — 77,500 Total floating rate debt $ 3,877,504 $ 2,982,528 Total joint venture mortgages and other loans payable $ 7,325,927 $ 6,549,374 Deferred financing costs, net (127,318 ) (95,408 ) Total joint venture mortgages and other loans payable, net $ 7,198,609 $ 6,453,966 (1) Economic interest represent the Company's interests in the joint venture as of September 30, 2017 . Changes in ownership or economic interests, if any, within the current year are disclosed in the notes to the investment in unconsolidated joint ventures note above. (2) Effective weighted average interest rate for the three months ended September 30, 2017 , taking into account interest rate hedges in effect during the period. (3) These loans are comprised of a $300.0 million fixed rate mortgage loan and $355.3 million mezzanine loan. The mezzanine loan is subject to accretion based on the difference between contractual interest rate and contractual pay rate. (4) Amount is comprised of $34.0 million , $137.7 million , $172.5 million , and $14.9 million in fixed-rate mortgages that mature in November 2017, August 2019, June 2024, and February 2027, respectively. (5) In January 2017, this loan was refinanced with a floating rate loan as shown above. (6) This loan has a committed amount of $190.0 million , of which $24.7 million was unfunded as of September 30, 2017 . In October 2017, this loan was refinanced with a new $195.0 million mortgage loan with a floating interest rate of 213 basis points over 30-day LIBOR and a maturity date of November 2020. (7) The property secures a two year $100.0 million loan, of which $79.5 million is currently outstanding. (8) These loans are comprised of a $145.0 million mortgage loan and a $41.5 million mezzanine loan. As of September 30, 2017 , $0.6 million of the mortgage loan and $0.5 million of the mezzanine loan were unfunded. In October 2017, this loan was refinanced with a new $195.0 million mortgage loan with a floating interest rate of 265 basis points over 30-day LIBOR and a maturity date of October 2020. (9) In August 2017, this loan was refinanced with a new $1.075 billion mortgage loan and a new $125.0 million mezzanine loan, which carry floating interest rates of 148 basis points over 30-day LIBOR and 385 basis points over 30-day LIBOR, respectively. Both the mortgage loan and mezzanine loan initially mature in September 2019. (10) This loan has a committed amount of $375.0 million , of which $30.0 million was unfunded as of September 30, 2017 . (11) This loan is a $1.5 billion construction facility in connection with the development of One Vanderbilt. This facility bears interest at 350 basis points over 30-day LIBOR, with reduction based on meeting certain conditions, and has an initial five -year term with two one -year extension options. Advances under the loan are subject to incurred costs, funded equity, loan to value thresholds, and entering into construction contracts. (12) In August 2017, this loan was refinanced with a new $550.0 million mortgage note, with a floating interest rate of 144 basis points over 30-day LIBOR and a maturity date of August 2027. (13) In September 2017, this loan was refinanced with a fixed rate loan as shown above. We act as the operating partner and day-to-day manager for all our joint ventures, except for 800 Third Avenue, Jericho Plaza, 280 Park Avenue, 3 Columbus Circle, 21 East 66th Street, 175-225 Third Street, 605 West 42nd Street, 400 East 57th Street, and the Stonehenge Portfolio. We are entitled to receive fees for providing management, leasing, construction supervision and asset management services to certain of our joint ventures. We earned $2.9 million and $28.1 million from these services for the three and nine months ended September 30, 2017 , respectively. We earned $2.0 million and $4.5 million from these services for the three and nine months ended September 30, 2016 , 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 September 30, 2017 and December 31, 2016 are as follows (in thousands): September 30, 2017 December 31, 2016 Assets Commercial real estate property, net $ 9,944,280 $ 9,131,717 Cash and restricted cash 370,596 328,455 Tenant and other receivables, related party receivables, and deferred rents receivable, net of allowance 267,244 232,778 Debt and preferred equity investments, net 201,731 336,164 Other assets 636,365 683,481 Total assets $ 11,420,216 $ 10,712,595 Liabilities and members' equity Mortgages and other loans payable, net $ 7,198,609 $ 6,453,966 Deferred revenue/gain 340,310 356,414 Other liabilities 411,261 391,500 Members' equity 3,470,036 3,510,715 Total liabilities and members' equity $ 11,420,216 $ 10,712,595 Company's investments in unconsolidated joint ventures $ 2,045,796 $ 1,890,186 The combined statements of operations for the unconsolidated joint ventures, for the three and nine months ended September 30, 2017 and 2016 , are as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Total revenues $ 216,100 $ 184,221 $ 643,210 $ 498,308 Operating expenses 38,055 34,727 115,996 89,147 Ground rent 4,182 3,744 12,612 10,670 Real estate taxes 37,282 30,814 107,391 79,356 Interest expense, net of interest income 61,066 51,789 176,096 147,876 Amortization of deferred financing costs 4,030 7,155 17,994 17,667 Transaction related costs — 5,359 146 5,359 Depreciation and amortization 61,447 56,890 198,556 132,035 Total expenses 206,062 190,478 628,791 482,110 Loss on early extinguishment of debt (7,638 ) — (7,638 ) (1,606 ) Net income (loss) before gain on sale $ 2,400 $ (6,257 ) $ 6,781 $ 14,592 Company's equity in net income (loss) from unconsolidated joint ventures $ 4,078 $ (3,968 ) $ 14,104 $ 11,969 |