DEBT | 9 Months Ended |
Sep. 30, 2014 |
Debt Disclosure [Abstract] | ' |
DEBT | ' |
DEBT |
The following is a summary of our total secured notes payable outstanding as of September 30, 2014 and December 31, 2013 (in thousands): |
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| Principal Balance as of | | Stated Interest Rate | | Stated Maturity Date |
Description of Debt | September 30, 2014 | | December 31, 2013 | | as of September 30, 2014 |
Waikele Center (1)(2) | $ | 140,700 | | | $ | 140,700 | | | 5.15 | % | | November 1, 2014 |
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The Shops at Kalakaua (1) | 19,000 | | | 19,000 | | | 5.45 | % | | May 1, 2015 |
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The Landmark at One Market (1)(3) | 133,000 | | | 133,000 | | | 5.61 | % | | July 5, 2015 |
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Del Monte Center (1) | 82,300 | | | 82,300 | | | 4.93 | % | | July 8, 2015 |
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First & Main (1) | 84,500 | | | 84,500 | | | 3.97 | % | | July 1, 2016 |
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Imperial Beach Gardens (1) | 20,000 | | | 20,000 | | | 6.16 | % | | September 1, 2016 |
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Mariner’s Point (1) | 7,700 | | | 7,700 | | | 6.09 | % | | September 1, 2016 |
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South Bay Marketplace (1) | 23,000 | | | 23,000 | | | 5.48 | % | | February 10, 2017 |
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Waikiki Beach Walk—Retail (1) | 130,310 | | | 130,310 | | | 5.39 | % | | July 1, 2017 |
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Solana Beach Corporate Centre III-IV (4) | 36,487 | | | 36,804 | | | 6.39 | % | | August 1, 2017 |
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Loma Palisades (1) | 73,744 | | | 73,744 | | | 6.09 | % | | July 1, 2018 |
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One Beach Street (1) | 21,900 | | | 21,900 | | | 3.94 | % | | April 1, 2019 |
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Torrey Reserve—North Court (4) | 21,152 | | | 21,377 | | | 7.22 | % | | June 1, 2019 |
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Torrey Reserve—VCI, VCII, VCIII (4) | 7,127 | | | 7,200 | | | 6.36 | % | | June 1, 2020 |
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Solana Beach Corporate Centre I-II (4) | 11,347 | | | 11,475 | | | 5.91 | % | | June 1, 2020 |
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Solana Beach Towne Centre (4) | 37,823 | | | 38,249 | | | 5.91 | % | | June 1, 2020 |
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City Center Bellevue (1) | 111,000 | | | 111,000 | | | 3.98 | % | | November 1, 2022 |
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| 961,090 | | | 962,259 | | | | | |
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Unamortized fair value adjustment | (7,900 | ) | | (10,085 | ) | | | | |
Total Secured Notes Payable Outstanding | $ | 953,190 | | | $ | 952,174 | | | | | |
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-1 | Interest only. | | | | | | | | | | | |
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-2 | Loan repaid in full, without premium or penalty, on October 31, 2014 in connection with the closing of our privately placed debt offering of $150 million of seven-year senior guaranteed notes with an effective rate of approximately 3.88% (including interest rate swap costs). | | | | | | | | | | | |
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-3 | Maturity Date is the earlier of the loan maturity date under the loan agreement, or the “Anticipated Repayment Date” as specifically defined in the loan agreement, which is the date after which substantial economic penalties apply if the loan has not been paid off. | | | | | | | | | | | |
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-4 | Principal payments based on a 30-year amortization schedule. | | | | | | | | | | | |
Certain loans require us to comply with various financial covenants. As of September 30, 2014, we were in compliance with these financial covenants. |
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On October 31, 2014, we entered into a Note Purchase Agreement with a group of institutional purchasers that provided for the private placement of an aggregate of $350 million of senior guaranteed notes, of which (i) $150 million are designated as 4.04% Senior Guaranteed Notes, Series A, due October 31, 2021 (the “Series A Notes”), (ii) $100 million are designated as 4.45% Senior Guaranteed Notes, Series B, due February 2, 2025 (the “Series B Notes”) and (iii) $100 million are designated as 4.50% Senior Guaranteed Notes, Series C, due April 1, 2025 (the “Series C Notes”, and collectively with the Series A Notes and Series B Notes, are referred to herein as, the “Notes”). The Series A Notes were issued on October 31, 2014. The Series B Notes are expected to be issued on February 2, 2015 and the Series C Notes are expected to be issued on April 1, 2015, each subject to customary closing conditions. Upon issuance, the Notes will pay interest quarterly on the last day of January, April, July and October until their respective maturities. (Note 16) |
We may prepay at any time all, or from time to time any part of, the Notes, in an amount not less than 5% of the aggregate principal amount of any series of the Notes then outstanding in the case of a partial prepayment, at 100% of the principal amount so prepaid plus a Make-Whole Amount (as defined in the Note Purchase Agreement). |
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The Note Purchase Agreement contains a number of customary financial covenants, including, without limitation, tangible net worth thresholds, secured and unsecured leverage ratios and fixed charge coverage ratios. Subject to the terms of the Note Purchase Agreement and the Notes, upon certain events of default, including, but not limited to, (i) a default in the payment of any principal, Make-Whole Amount or interest under the Notes, and (ii) a default in the payment of certain other indebtedness by us or our subsidiaries, the principal, accrued and unpaid interest, and the Make-Whole Amount on the outstanding Notes will become due and payable at the option of the purchasers. |
Our obligations under the Notes are fully and unconditionally guaranteed by us and certain of our subsidiaries. |
Credit Facility |
On January 9, 2014, we entered into an amended and restated credit agreement (the "Amended and Restated Credit Facility") which amended and restated the then in-place credit facility. The Amended and Restated Credit Facility provides for aggregate, unsecured borrowing of $350 million, consisting of a revolving line of credit of $250 million (the "Revolver Loan") and a term loan of $100 million (the "Term Loan"). The Amended and Restated Credit Facility has an accordion feature that may allow us to increase the availability thereunder up to an additional $250 million, subject to meeting specified requirements and obtaining additional commitments from lenders. |
Borrowings under the Amended and Restated Credit Facility initially bear interest at floating rates equal to, at our option, either (1) LIBOR, plus a spread which ranges from (a) 1.35%-1.95% (with respect to the Revolver Loan) and (b) 1.30% to 1.90% (with respect to the Term Loan), in each case based on our consolidated leverage ratio, or (2) a base rate equal to the highest of (a) the prime rate, (b) the federal funds rate plus 50 bps or (c) the Eurodollar rate plus 100 bps, plus a spread which ranges from (i) 0.35%-0.95% (with respect to the Revolver Loan) and (ii) 0.30% to 0.90% (with respect to the Term Loan), in each case based on our consolidated leverage ratio. If we obtain an investment-grade debt rating, under the terms set forth in the Amended and Restated Credit Facility, the spreads will further improve. |
The Revolver Loan initially matures on January 9, 2018, subject to our option to extend the Revolver Loan up to two times, with each such extension for a six-month period. The Term Loan initially matures on January 9, 2016, subject to our option to extend the Term Loan up to three times, with each such extension for a 12-month period. The foregoing extension options are exercisable by us subject to the satisfaction of certain conditions. |
Concurrent with the closing of the Amended and Restated Credit Facility, we drew down on the entirety of the $100 million Term Loan and entered into an interest rate swap agreement that is intended to fix the interest rate associated with the Term Loan at approximately 3.08% through its maturity date and extension options, subject to adjustments based on our consolidated leverage ratio. |
Additionally, the Amended and Restated Credit Facility includes a number of customary financial covenants, including: |
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• | A maximum leverage ratio (defined as total indebtedness net of certain cash and cash equivalents to total asset value) of 60%, and during any material acquisition period the maximum leverage ratio allowable is 65%, | | | | | | | | | | | |
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• | A maximum secured leverage ratio (defined as total secured debt to secured total asset value) of 45% at any time prior to December 31, 2015, and 40% thereafter, during a material acquisition period the maximum secured leverage ratio is increased to 50% at any time prior to December 31, 2015 and 45% thereafter, | | | | | | | | | | | |
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• | A minimum fixed charge coverage ratio (defined as consolidated earnings before interest, taxes, depreciation and amortization to consolidated fixed charges) of 1.50x, | | | | | | | | | | | |
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• | A minimum unsecured interest coverage ratio of 1.75x, | | | | | | | | | | | |
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• | A maximum unsecured leverage ratio of 60%, and during any material acquisition period the maximum unsecured leverage ratio allowable is 65%, | | | | | | | | | | | |
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• | A minimum tangible net worth of $721.16 million, and 75% of the net proceeds of any additional equity issuances (other than additional equity issuances in connection with any dividend reinvestment program), and | | | | | | | | | | | |
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• | Recourse indebtedness at any time cannot exceed 15% of total asset value. | | | | | | | | | | | |
The Amended and Restated Credit Facility provides that our annual distributions may not exceed the greater of (1) 95% of our funds from operations or (2) the amount required for us to (a) qualify and maintain our real estate investment trust ("REIT") status and (b) avoid the payment of federal or state income or excise tax. If certain events of default exist or would result from a distribution, we may be precluded from making distributions other than those necessary to qualify and maintain our status as a REIT. |
As of September 30, 2014, we were in compliance with the Amended and Restated Credit Facility financial covenants. |
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On October 16, 2014, we entered into a First Amendment to the Amended and Restated Credit Agreement that amends |
provisions of the Amended and Restated Credit Agreement to, among other things, (i) describe the treatment of our pari passu obligations under the Amended and Restated Credit Agreement and (ii) remove the material acquisition provisions previously set forth in the Amended and Restated Credit Agreement. (Note 16) |