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 September 30, 2017 and December 31, 2016 (in thousands): Principal Balance as of Stated Interest Rate Stated Maturity Date Description of Debt September 30, 2017 December 31, 2016 as of September 30, 2017 Waikiki Beach Walk—Retail (1)(2) $ — $ 130,310 5.39 % July 1, 2017 Solana Beach Corporate Centre III-IV (3)(4) — 35,440 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 (3) 20,120 20,399 7.22 % June 1, 2019 Torrey Reserve—VCI, VCII, VCIII (3) 6,795 6,884 6.36 % June 1, 2020 Solana Beach Corporate Centre I-II (3) 10,774 10,927 5.91 % June 1, 2020 Solana Beach Towne Centre (3) 35,914 36,424 5.91 % June 1, 2020 City Center Bellevue (1) 111,000 111,000 3.98 % November 1, 2022 280,247 447,028 Unamortized fair value adjustment — (1,347 ) Debt issuance costs, net of accumulated amortization of $1,150 and $1,029, respectively (380 ) (501 ) Total Secured Notes Payable Outstanding $ 279,867 $ 445,180 (1) Interest only. (2) Loan repaid in full, without premium or penalty, on March 1, 2017. (3) Principal payments based on a 30 -year amortization schedule. (4) Loan repaid in full, without premium or penalty, on April 3, 2017. Certain loans require us to comply with various financial covenants. As of September 30, 2017 , 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 September 30, 2017 and December 31, 2016 (in thousands): Description of Debt Principal Balance as of Stated Interest Rate Stated Maturity Date September 30, 2017 December 31, 2016 as of September 30, 2017 Term Loan A $ 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 Term Loan B 100,000 100,000 Variable (4) March 1, 2023 Term Loan C 50,000 50,000 Variable (5) March 1, 2023 Senior Guaranteed Notes, Series F 100,000 — 3.78 % (6) July 19, 2024 Senior Guaranteed Notes, Series B 100,000 100,000 4.45 % February 2, 2025 Senior Guaranteed Notes, Series C 100,000 100,000 4.50 % April 1, 2025 Senior Guaranteed Notes, Series D 250,000 — 4.29 % (7) March 1, 2027 Senior Guaranteed Notes, Series E 100,000 — 4.24 % (8) May 23, 2029 1,050,000 600,000 Debt issuance costs, net of accumulated amortization of $5,473 and $4,317, respectively (5,066 ) (3,650 ) Total Unsecured Notes Payable $ 1,044,934 $ 596,350 (1) The Operating Partnership has entered into an interest rate swap agreement that is intended to fix the interest rate associated with Term Loan A 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 one time, with such extension for a 12-month period. The foregoing extension option is 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. (4) The Operating Partnership has entered into an interest rate swap agreement that is intended to fix the interest rate associated with Term Loan B at approximately 3.15% through its maturity date, subject to adjustments based on our consolidated leverage ratio. (5) The Operating Partnership has entered into an interest rate swap agreement that is intended to fix the interest rate associated with Term Loan C at approximately 3.14% through its maturity date, subject to adjustments based on our consolidated leverage ratio. (6) The Operating Partnership entered into a treasury lock contract on May 31, 2017, which was settled on June 23, 2017 at a loss of approximately $0.5 million . The treasury lock contract was deemed to be a highly effective cash flow hedge, accordingly, the effective interest rate is approximately 3.85% per annum. (7) The Operating Partnership entered into forward-starting interest rate swap contracts on March 29, 2016 and April 7, 2016, which were settled on January 18, 2017 at a gain of approximately $10.4 million . The forward-starting interest swap rate contracts were deemed to be a highly effective cash flow hedge, accordingly, the effective interest rate is approximately 3.87% per annum. (8) The Operating Partnership entered into a treasury lock contract on April 25, 2017, which was settled on May 11, 2017 at a gain of approximately $0.7 million . The treasury lock contract was deemed to be a highly effective cash flow hedge, accordingly, the effective interest rate is approximately 4.18% per annum. On March 1, 2017, the Operating Partnership entered into a Note Purchase Agreement for the private placement of $250 million of 4.29% Senior Guaranteed Notes, Series D, due March 1, 2027 (the "Series D Notes"). The Series D Notes were issued on March 1, 2017 and will pay interest quarterly on the last day of January, April, July and October until their respective maturities. On May 23, 2017, the Operating Partnership entered into a Note Purchase Agreement for the private placement of $100 million of 4.24% Senior Guaranteed Notes, Series E, due May 23, 2029 (the "Series E Notes"). The Series E Notes were issued on May 23, 2017 and will pay interest semi-annually on the 23rd of May and November until their respective maturities. On July 19, 2017, the Operating Partnership entered into a Note Purchase Agreement for the private placement of $100 million of 3.78% Senior Guaranteed Notes, Series F, due July 19, 2024 (the "Series F Notes"). The Series F Notes were issued on July 19, 2017 and will pay interest semi-annually on the 31st of January and July until their respective maturities. The Operating Partnership may prepay at any time all, or from time to time any part of, the Series D Notes, Series E Notes, or Series F Notes (as applicable), in an amount not less than 5% of the aggregate principal amount of any series of the Series D Notes, Series E Notes, or Series F Notes (as applicable) 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 applicable Note Purchase Agreements). Each 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 applicable Note Purchase Agreement and either the Series D Notes, Series E Notes, or Series F Notes (as applicable), 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 Series D Notes, Series E Notes, and Series F Notes (as applicable), and (ii) a default in the payment of certain other indebtedness of the Operating Partnership, the Company or their subsidiaries, the principal and accrued and unpaid interest and the Make-Whole Amount on the outstanding Series D Notes, Series E Notes, and Series F Notes (as applicable) will become due and payable at the option of the Purchasers. The Operating Partnership’s obligations under the Series D Notes, Series E Notes, and Series F Notes are fully and unconditionally guaranteed by the Company and certain of their subsidiaries. Certain loans require us to comply with various financial covenants. As of September 30, 2017 , the Operating Partnership was in compliance with these financial covenants. Credit Facility On January 9, 2014, the 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 ("Revolver Loan") and a term loan of $100 million ("Term Loan A"). 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 September 30, 2017 , there was no outstanding balance 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 Term Loan A), 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 Term Loan A), in each case based on our consolidated leverage ratio. 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. Term Loan A initially matures on January 9, 2016, subject to the Operating Partnership's option to extend Term Loan A up to three times, with each such extension for a 12 -month period. The foregoing extension options are exercisable by the Operating Partnership subject to the satisfaction of certain conditions. Effective as of January 9, 2017, the Operating Partnership exercised the second of three options to extend the maturity date of Term Loan A to January 9, 2018. As of September 30, 2017 , the Operating Partnership was in compliance with the Amended and Restated Credit Facility financial covenants. |