Debt | Debt The following table sets forth information with respect to the Company’s outstanding indebtedness: June 30, 2022 December 31, 2021 Interest Rate (1) Contractual Maturity Date (2) UNSECURED AND SECURED DEBT Unsecured debt Unsecured revolving credit facility (3)(4)(5) $ 485,000 $ 125,000 LIBOR + 1.05% to 1.50% 12/21/2026 (6) Series A notes (7) 110,000 110,000 4.34% 1/2/2023 Series B notes (7) 259,000 259,000 4.69% 12/16/2025 Series C notes (7) 56,000 56,000 4.79% 12/16/2027 Series D notes (8) 150,000 150,000 3.98% 7/6/2026 Series E notes (9) 50,000 50,000 3.66% 9/15/2023 3.95% Registered senior notes 400,000 400,000 3.95% 11/1/2027 4.65% Registered senior notes 500,000 500,000 4.65% 4/1/2029 3.25% Registered senior notes 400,000 400,000 3.25% 1/15/2030 Total unsecured debt 2,410,000 2,050,000 Secured debt Hollywood Media Portfolio $ 1,100,000 $ 1,100,000 LIBOR + 1.17% 8/9/2026 (10) Acquired Hollywood Media Portfolio debt (209,814) (209,814) LIBOR + 1.55% 8/9/2026 (10) Hollywood Media Portfolio, net (11)(12) 890,186 890,186 One Westside and 10850 Pico (13) 270,714 241,388 LIBOR + 1.70% 12/18/2024 (14) Element LA 168,000 168,000 4.59% 11/6/2025 1918 Eighth (15) 314,300 314,300 LIBOR + 1.30% 12/18/2025 Hill7 (16) 101,000 101,000 3.38% 11/6/2028 Total secured debt 1,744,200 1,714,874 Total unsecured and secured debt 4,154,200 3,764,874 Unamortized deferred financing costs/loan discounts (17) (25,166) (30,971) TOTAL UNSECURED AND SECURED DEBT, NET $ 4,129,034 $ 3,733,903 IN-SUBSTANCE DEFEASED DEBT (18)(19) $ 126,397 $ 128,212 4.47% 10/1/2022 JOINT VENTURE PARTNER DEBT (20) $ 66,136 $ 66,136 4.50% 10/9/2032 (21) _________________ 1. Interest rate with respect to indebtedness is calculated on the basis of a 360-day year for the actual days elapsed. Interest rates are as of June 30, 2022, which may be different than the interest rates as of December 31, 2021 for corresponding indebtedness. 2. Maturity dates include the effect of extension options. 3. The annual facility fee rate ranges from 0.15% to 0.30% based on the operating partnership’s leverage ratio. The Company has an option to make an irrevocable election to change the interest rate depending on the Company’s credit rating or a specified base rate plus an applicable margin. As of June 30, 2022, no such election had been made and the unsecured revolving credit facility bore interest at LIBOR + 1.20%. 4. The Company has a total capacity of $1.0 billion available under its unsecured revolving credit facility, up to $250.0 million of which can be used for borrowings in pounds sterling or Canadian dollars. 5. On July 19, 2022, the Company made a $20.0 million repayment on this facility. 6. Includes the option to extend the initial maturity date of December 21, 2025 twice for an additional six-month term each. 7. The notes pay interest semi-annually on the 16th day of June and December in each year until maturity. 8. The notes pay interest semi-annually on the 6th day of January and July in each year until maturity. 9. The notes pay interest semi-annually on the 15th day of March and September in each year until maturity. 10. Includes the option to extend the initial maturity date of August 9, 2023 three times for an additional one-year term each. 11. The Company owns 51% of the ownership interests in the consolidated joint venture that owns the Hollywood Media Portfolio. The joint venture holds a $1.1 billion mortgage loan secured by the Hollywood Media Portfolio. The effective interest rate on the loan is LIBOR + 1.17% until August 9, 2022, at which time the effective interest rate will decrease to LIBOR + 0.99%. The Company purchased bonds comprising the loan in the amount of $209.8 million. 12. The interest rate on a portion of the outstanding loan balance has been effectively fixed through the use of an interest rate swap under the first payments approach. As of June 30, 2022, the LIBOR component of the interest rate was fixed at 1.43% with respect to $125.0 million of the loan secured by the Hollywood Media Portfolio. Additionally, the interest on the full principal amount has been effectively capped at 4.67% per annum through the use of an interest rate cap. 13. The Company has the ability to draw up to $414.6 million under the construction loan secured by the One Westside and 10850 Pico properties. 14. Includes the option to extend the initial maturity date of December 18, 2023 twice for an additional six-month term each. 15. The Company owns 55% of the ownership interests in the consolidated joint venture that owns the 1918 Eighth property. The full amount of the loan is shown. This loan is interest-only through its term. 16. The Company owns 55% of the ownership interests in the consolidated joint venture that owns the Hill7 property. The full amount of the loan is shown. This loan bears interest only at 3.38% until November 6, 2026, at which time the interest rate will increase and monthly debt service will include principal payments with a balloon payment at maturity. 17. Excludes deferred financing costs related to establishing the Company’s unsecured revolving credit facility, which are reflected in prepaid expenses and other assets, net on the Consolidated Balance Sheets. See Note 9 for details. 18. The Company owns 75% of the ownership interests in the joint venture that owns the One Westside and 10850 Pico properties. The full amount of the loan is shown. Monthly debt service includes debt amortization payments based on a 10-year amortization schedule with a balloon payment at maturity. 19. This loan was repaid in full on July 1, 2022. 20. This amount relates to debt attributable to Allianz U.S. Private REIT LP (“Allianz”), the Company’s partner in the joint venture that owns the Ferry Building property. 21. Includes the option to extend the initial maturity date of October 9, 2028 twice for an additional two-year term each. Current Year Activity During the six months ended June 30, 2022, there were $360.0 million in borrowings on the unsecured revolving credit facility. The Company generally uses the unsecured revolving credit facility to finance the acquisition of properties and businesses, to provide funds for tenant improvements and capital expenditures and to provide for working capital and other corporate purposes. Indebtedness The Company presents its financial statements on a consolidated basis. Notwithstanding such presentation, except to the extent expressly indicated, the Company’s separate property-owning subsidiaries are not obligors of or under the debt of their respective affiliates and each property-owning subsidiary’s separate liabilities do not constitute obligations of its respective affiliates. Loan agreements include events of default that the Company believes are usual for loans and transactions of this type. As of the date of this filing, there have been no events of default associated with the Company’s loans. The following table provides information regarding the Company’s future minimum principal payments due on the Company’s debt (after the impact of extension options, if applicable) as of June 30, 2022: Year Unsecured and Secured Debt In-substance Defeased Debt (1) Joint Venture Partner Debt Remaining 2022 $ — $ 126,397 $ — 2023 160,000 — — 2024 270,714 — — 2025 741,300 — — 2026 1,525,186 — — Thereafter 1,457,000 — 66,136 TOTAL $ 4,154,200 $ 126,397 $ 66,136 _________________ 1. This loan was repaid in full on July 1, 2022. Debt Covenants The operating partnership’s ability to borrow under its unsecured loan arrangements remains subject to ongoing compliance with financial and other covenants as defined in the respective agreements. Certain financial covenant ratios are subject to change in the occurrence of material acquisitions as defined in the respective agreements. Other covenants include certain limitations on dividend payouts and distributions, limits on certain types of investments outside of the operating partnership’s primary business and other customary affirmative and negative covenants. The following table summarizes existing covenants and their covenant levels as of June 30, 2022 related to our unsecured revolving credit facility, term loans and note purchase agreements, when considering the most restrictive terms: Covenant Ratio Covenant Level Actual Performance Total liabilities to total asset value ≤ 60% 41.9% Unsecured indebtedness to unencumbered asset value ≤ 60% 39.2% Adjusted EBITDA to fixed charges ≥ 1.5x 3.4x Secured indebtedness to total asset value ≤ 45% 18.8% Unencumbered NOI to unsecured interest expense ≥ 2.0x 3.7x The following table summarizes existing covenants and their covenant levels related to the registered senior notes as of June 30, 2022: Covenant Ratio (1) Covenant Level Actual Performance Debt to total assets ≤ 60% 44.6% Total unencumbered assets to unsecured debt ≥ 150% 255.2% Consolidated income available for debt service to annual debt service charge ≥ 1.5x 3.7x Secured debt to total assets ≤ 45% 19.4% _________________ 1. The covenant and actual performance metrics above represent terms and definitions reflected in the indentures governing the 3.25% Senior Notes, 3.95% Senior Notes and 4.65% Senior Notes. The operating partnership was in compliance with its financial covenants as of June 30, 2022. Repayment Guarantees Although the rest of the operating partnership’s loans are secured and non-recourse, the operating partnership provides limited customary secured debt guarantees for items such as voluntary bankruptcy, fraud, misapplication of payments and environmental liabilities. The Company guarantees the operating partnership’s unsecured debt. Interest Expense The following table represents a reconciliation from gross interest expense to the interest expense on the Consolidated Statements of Operations: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Gross interest expense (1) $ 33,916 $ 33,889 $ 64,647 $ 67,429 Capitalized interest (3,592) (5,618) (6,877) (11,289) Amortization of deferred financing costs and loan discounts/premiums 3,395 2,418 6,785 4,835 INTEREST EXPENSE $ 33,719 $ 30,689 $ 64,555 $ 60,975 _________________ 1. Includes interest on the Company’s debt and hedging activities. |