DEBT | DEBT Debt of American Assets Trust, Inc. American Assets Trust, Inc. does not hold any indebtedness. All debt is held directly or indirectly by the Operating Partnership; however, American Assets Trust, Inc. and certain of its subsidiaries have guaranteed the Operating Partnership's obligations under the (i) amended and restated credit facility, (ii) term loan and (iii) senior guaranteed notes. Additionally, American Assets Trust, Inc. has provided carve-out guarantees on certain property-level debt. Debt of American Assets Trust, L.P. Secured notes payable The following is a summary of our total secured notes payable outstanding as of June 30, 2015 and December 31, 2014 (in thousands): Principal Balance as of Stated Interest Rate Stated Maturity Date Description of Debt June 30, 2015 December 31, 2014 as of June 30, 2015 The Shops at Kalakaua (1)(2) $ — $ 19,000 — May 1, 2015 The Landmark at One Market (1)(3) — 133,000 — July 5, 2015 Del Monte Center (1)(4) — 82,300 — July 8, 2015 First & Main (1) 84,500 84,500 3.97 % July 1, 2016 Imperial Beach Gardens (1) 20,000 20,000 6.16 % September 1, 2016 Mariner’s Point (1) 7,700 7,700 6.09 % September 1, 2016 South Bay Marketplace (1) 23,000 23,000 5.48 % February 10, 2017 Waikiki Beach Walk—Retail (1) 130,310 130,310 5.39 % July 1, 2017 Solana Beach Corporate Centre III-IV (5) 36,149 36,376 6.39 % August 1, 2017 Loma Palisades (1) 73,744 73,744 6.09 % July 1, 2018 One Beach Street (1) 21,900 21,900 3.94 % April 1, 2019 Torrey Reserve—North Court (5) 20,915 21,075 7.22 % June 1, 2019 Torrey Reserve—VCI, VCII, VCIII (5) 7,049 7,101 6.36 % June 1, 2020 Solana Beach Corporate Centre I-II (5) 11,211 11,302 5.91 % June 1, 2020 Solana Beach Towne Centre (5) 37,371 37,675 5.91 % June 1, 2020 City Center Bellevue (1) 111,000 111,000 3.98 % November 1, 2022 584,849 819,983 Unamortized fair value adjustment (5,716 ) (7,172 ) Total Secured Notes Payable Outstanding $ 579,133 $ 812,811 (1) Interest only. (2) Loan repaid in full, without premium or penalty, on February 2, 2015. (3) Loan repaid in full, without premium or penalty, on April 6, 2015. (4) Loan repaid in full, without premium or penalty, on February 6, 2015. (5) Principal payments based on a 30 -year amortization schedule. Certain loans require us to comply with various financial covenants. As of June 30, 2015 , the Operating Partnership was in compliance with these financial covenants. Unsecured notes payable The following is a summary of the Operating Partnership's total unsecured notes payable outstanding as of June 30, 2015 and December 31, 2014 (in thousands): Description of Debt Principal Balance as of Stated Interest Rate Stated Maturity Date June 30, 2015 December 31, 2014 as of June 30, 2015 Term Loan $ 100,000 $ 100,000 Variable (1) January 9, 2019 (2) Senior Guaranteed Notes, Series A 150,000 150,000 4.04 % (3) October 31, 2021 Senior Guaranteed Notes, Series B 100,000 — 4.45 % February 2, 2025 Senior Guaranteed Notes, Series C 100,000 — 4.50 % April 1, 2025 Total Unsecured Notes Payable $ 450,000 $ 250,000 (1) The Operating Partnership has entered into an interest rate swap agreement that is intended to fix the interest rate associated with the loan term at approximately 3.08% through its maturity date and extension options, subject to adjustments based on our consolidated leverage ratio. (2) The Operating Partnership has an 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. (3) The Operating Partnership entered into a one-month forward-starting seven -year swap contract on August 19, 2014, which was settled on September 19, 2014 at a gain of approximately $1.6 million . The forward-starting seven-year swap contract was deemed to be a highly effective cash flow hedge, accordingly, the effective interest rate is approximately 3.88% per annum. On October 31, 2014, the Operating Partnership 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 were issued on February 2, 2015 and the Series C Notes were issued on April 2, 2015. The Notes pay interest quarterly on the last day of January, April, July and October until their respective maturities. The Operating Partnership 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). 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. The Operating Partnership's obligations under the Notes are jointly and severally, and fully and unconditionally guaranteed by American Assets Trust, Inc. and certain of our subsidiaries. Credit Facility On January 9, 2014, Operating Partnership 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 the Operating Partnership to increase the availability thereunder up to an additional $250 million , subject to meeting specified requirements and obtaining additional commitments from lenders. At June 30, 2015 , $30 million was outstanding under the Revolver Loan. 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 American Assets Trust, Inc. obtains 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 the Operating Partnership's 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 the Operating Partnership's 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 the Operating Partnership's subject to the satisfaction of certain conditions. Concurrent with the closing of the Amended and Restated Credit Facility, the Operating Partnership's 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: • A maximum leverage ratio (defined as total indebtedness net of certain cash and cash equivalents to total asset value) of 60% , • 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, • A minimum fixed charge coverage ratio (defined as consolidated earnings before interest, taxes, depreciation and amortization to consolidated fixed charges) of 1.50x, • A minimum unsecured interest coverage ratio of 1.75x, • A maximum unsecured leverage ratio of 60% , • 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 • Recourse indebtedness at any time cannot exceed 15% of total asset value. The Amended and Restated Credit Facility provides that American Assets Trust, Inc.'s 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 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 June 30, 2015 , the Operating Partnership was in compliance with the Amended and Restated Credit Facility financial covenants. |