Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2014 | 9-May-14 | |
Document Information [Line Items] | ' | ' |
Entity Registrant Name | 'Brookfield DTLA Fund Office Trust Investor Inc. | ' |
Entity Central Index Key | '0001575311 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Filer Category | 'Non-accelerated Filer | ' |
Document Type | '10-Q | ' |
Document Period End Date | 31-Mar-14 | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q1 | ' |
Amendment Flag | 'false | ' |
Entity Common Stock, Shares Outstanding | ' | 1,000 |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Investments in real estate: | ' | ' |
Land | $229,039 | $229,039 |
Buildings and improvements | 2,142,443 | 2,141,821 |
Tenant improvements | 197,286 | 187,005 |
Investments in real estate, cost | 2,568,768 | 2,557,865 |
Less: accumulated depreciation | -136,272 | -121,612 |
Investments in real estate, net | 2,432,496 | 2,436,253 |
Cash and cash equivalents | 119,798 | 196,071 |
Restricted cash | 19,894 | 22,797 |
Rents, deferred rents and other receivables, net | 70,316 | 53,306 |
Intangible assets, net | 147,188 | 157,088 |
Deferred charges, net | 61,299 | 61,371 |
Prepaid and other assets, net | 19,736 | 19,310 |
Total assets | 2,870,727 | 2,946,196 |
Liabilities: | ' | ' |
Mortgage loans, net | 1,885,686 | 1,885,605 |
Accounts payable and other liabilities | 67,587 | 60,637 |
Due to affiliates, net | 40,907 | 35,615 |
Intangible liabilities, net | 44,200 | 44,801 |
Total liabilities | 2,038,380 | 2,026,658 |
Commitments and Contingencies (See Note 13) | ' | ' |
Mezzanine Equity: | ' | ' |
Total mezzanine equity | 854,810 | 911,539 |
Stockholders’ (Deficit) Equity: | ' | ' |
Common stock, $0.01 par value, 1,000 shares issued and outstanding as of March 31, 2014 and December 31, 2013 | 0 | 0 |
Additional paid-in capital | 191,710 | 191,710 |
Accumulated deficit | -102,806 | -89,177 |
Accumulated other comprehensive (loss) income | -409 | 480 |
Noncontrolling interest – Series B common interest | -110,958 | -95,014 |
Total stockholders’ (deficit) equity | -22,463 | 7,999 |
Total liabilities and (deficit) equity | 2,870,727 | 2,946,196 |
Series A Preferred Stock | ' | ' |
Mezzanine Equity: | ' | ' |
Temporary Equity, Redemption Value | 343,738 | 339,101 |
Series A-1 Preferred Interest | ' | ' |
Mezzanine Equity: | ' | ' |
Temporary Equity, Redemption Value | 318,961 | 314,658 |
Senior Participating Preferred Interest | ' | ' |
Mezzanine Equity: | ' | ' |
Temporary Equity, Redemption Value | $192,111 | $257,780 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Parenthetical) (USD $) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2014 | Dec. 31, 2013 | |
Common stock, par value | $0.01 | $0.01 |
Common stock, shares issued | 1,000 | 1,000 |
Common stock, shares outstanding | 1,000 | 1,000 |
Series A Preferred Stock | ' | ' |
Preferred Stock Features | '7.625% Series A Cumulative Redeemable Preferred Stock | '7.625% Series A Cumulative Redeemable Preferred Stock |
Series A Preferred stock Dividend Rate | 7.63% | 7.63% |
Series A Preferred stock, par value | $0.01 | $0.01 |
Series A Preferred Stock, shares issued | 9,730,370 | 9,730,370 |
Series A Preferred Stock, shares outstanding | 9,730,370 | 9,730,370 |
Condensed_Consolidated_and_Com
Condensed Consolidated and Combined Statements of Operations (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Revenue: | ' | ' |
Rental income | $37,677 | $13,210 |
Tenant reimbursements | 20,348 | 7,133 |
Parking | 8,333 | 2,869 |
Interest and other | 2,319 | 708 |
Total revenue | 68,677 | 23,920 |
Expenses: | ' | ' |
Rental property operating and maintenance | 24,385 | 8,273 |
Real estate taxes | 9,047 | 2,294 |
Parking | 1,797 | 747 |
Other expense | 243 | 546 |
Depreciation and amortization | 26,010 | 7,177 |
Interest | 22,520 | 4,337 |
Total expenses | 84,002 | 23,374 |
Net (loss) income | -15,325 | 546 |
Net income attributable to TRZ Holdings IV LLC | 0 | -546 |
Current dividends | -13,073 | ' |
Redemption measurement adjustment | -198 | ' |
Series B common interest – allocation of net loss | 14,967 | 0 |
Net loss attributable to Brookfield DTLA | -8,992 | 0 |
Net loss available to common interest holders of Brookfield DTLA | -13,629 | 0 |
Series A-1 Preferred Interest | ' | ' |
Expenses: | ' | ' |
Current dividends | -4,303 | 0 |
Senior Participating Preferred Interest | ' | ' |
Expenses: | ' | ' |
Current dividends | -4,133 | 0 |
Redemption measurement adjustment | -198 | 0 |
Series A Preferred Stock | ' | ' |
Expenses: | ' | ' |
Current dividends | ($4,637) | $0 |
Condensed_Consolidated_and_Com1
Condensed Consolidated and Combined Statements of Comprehensive (Loss) Income (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Statement of Comprehensive Income [Abstract] | ' | ' |
Net (loss) income | ($15,325) | $546 |
Derivative transactions: | ' | ' |
Derivative holding losses | -1,866 | 0 |
Comprehensive (loss) income | -17,191 | 546 |
Comprehensive (income) attributable to TRZ Holdings IV LLC | 0 | -546 |
Comprehensive loss attributable to noncontrolling interests | 7,310 | 0 |
Comprehensive loss available to common interest holders of Brookfield DTLA | ($9,881) | $0 |
Condensed_Consolidated_and_Com2
Condensed Consolidated and Combined Statements of Stockholders' Equity (Deficit) (USD $) | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) | Non- controlling Interest | TRZ Holdings IV LLC’s Interest |
In Thousands, except Share data, unless otherwise specified | |||||||
Balance, beginning of period at Dec. 31, 2012 | $508,703 | $0 | $0 | $0 | $0 | ' | $508,703 |
Balance, beginning of period, shares at Dec. 31, 2012 | ' | 0 | ' | ' | ' | ' | ' |
Increase (Decrease) in Stockholder's Equity [Roll Forward] | ' | ' | ' | ' | ' | ' | ' |
Net (loss) income | 546 | ' | ' | ' | ' | ' | 546 |
Other comprehensive loss | 0 | ' | ' | ' | ' | ' | ' |
Distributions to TRZ Holdings IV LLC, net | -2,277 | ' | ' | ' | ' | ' | -2,277 |
Balance, end of period at Mar. 31, 2013 | 506,972 | 0 | 0 | 0 | 0 | ' | 506,972 |
Balance, end of period, shares at Mar. 31, 2013 | ' | 0 | ' | ' | ' | ' | ' |
Balance, beginning of period at Dec. 31, 2013 | 7,999 | 0 | 191,710 | -89,177 | 480 | -95,014 | ' |
Balance, beginning of period, shares at Dec. 31, 2013 | 1,000 | 1,000 | ' | ' | ' | ' | ' |
Increase (Decrease) in Stockholder's Equity [Roll Forward] | ' | ' | ' | ' | ' | ' | ' |
Net (loss) income | -15,325 | ' | ' | -8,992 | ' | -6,333 | ' |
Other comprehensive loss | -1,866 | ' | ' | ' | -889 | -977 | ' |
Dividends on Series A preferred stock, Series A-1 preferred interest and senior participating preferred interest | -13,271 | ' | ' | -4,637 | ' | -8,634 | ' |
Balance, end of period at Mar. 31, 2014 | ($22,463) | $0 | $191,710 | ($102,806) | ($409) | ($110,958) | ' |
Balance, end of period, shares at Mar. 31, 2014 | 1,000 | 1,000 | ' | ' | ' | ' | ' |
Condensed_Consolidated_and_Com3
Condensed Consolidated and Combined Statements of Cash Flows (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Cash flows from operating activities: | ' | ' |
Net (loss) income | ($15,325) | $546 |
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | ' | ' |
Depreciation and amortization | 26,010 | 7,177 |
Amortization of below-market leases/ above-market leases | -653 | -501 |
Straight-line rent amortization | -6,013 | -3,029 |
Amortization of tenant inducements | 256 | 242 |
Amortization of debt discounts | 1,274 | 153 |
Amortization of deferred financing costs | 318 | 0 |
Changes in assets and liabilities: | ' | ' |
Rents, deferred rents and other receivables | -9,748 | -306 |
Due to (from) affiliates, net | 3,786 | -1,228 |
Deferred charges | -2,938 | -1,512 |
Prepaid and other assets | -1,433 | -64 |
Accounts payable and other liabilities | 9,153 | 1,694 |
Net cash provided by operating activities | 4,687 | 3,172 |
Cash flows from investing activities: | ' | ' |
Expenditures for improvements to real estate | -12,670 | -4,043 |
Decrease in restricted cash | 2,903 | 0 |
Net cash used in investing activities | -9,767 | -4,043 |
Cash flows from financing activities: | ' | ' |
Principal payments on mortgage loans | -1,193 | -1,795 |
Distributions to Brookfield DTLA Holdings | -70,000 | 0 |
Distributions to TRZ Holdings IV LLC, net | 0 | -2,277 |
Net cash used in financing activities | -71,193 | -4,072 |
Net change in cash and cash equivalents | -76,273 | -4,943 |
Cash and cash equivalents at beginning of period | 196,071 | 5,707 |
Cash and cash equivalents at end of period | 119,798 | 764 |
Supplemental disclosure of cash flow information: | ' | ' |
Cash paid for interest | 20,674 | 4,188 |
Supplemental disclosure of non-cash investing and financing activities: | ' | ' |
Accrual for real estate improvements | 5,307 | 2,325 |
Accrual for deferred leasing costs | 3,265 | 1,810 |
Decrease in fair value of interest rate swap | ($1,866) | $0 |
Organization_and_Description_o
Organization and Description of Business | 3 Months Ended |
Mar. 31, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Organization and Description of Business | ' |
Organization and Description of Business | |
General | |
Brookfield DTLA Fund Office Trust Investor Inc. (“Brookfield DTLA” or the “Company”) is a Maryland corporation and was incorporated on April 19, 2013. Brookfield DTLA was formed for the purpose of consummating the transactions contemplated in the Agreement and Plan of Merger dated as of April 24, 2013, as amended (the “Merger Agreement”), and the issuance of shares of 7.625% Series A Cumulative Redeemable Preferred Stock (the “Series A preferred stock”) in connection with the acquisition of MPG Office Trust, Inc. and MPG Office, L.P. (together, “MPG”). Brookfield DTLA is a direct subsidiary of Brookfield DTLA Holdings LLC (“Brookfield DTLA Holdings”), a Delaware limited liability company, and an indirect subsidiary of Brookfield Office Properties Inc. (“BPO”). | |
Prior to October 15, 2013, 333 South Hope Co. LLC (“333 South Hope”) and EYP Realty LLC (“EYP Realty”) were controlled by BPO through its indirect ownership interest in TRZ Holdings IV LLC (“TRZ”). TRZ owned 100% of the member units of 333 South Hope and EYP Realty, and BPO indirectly owns approximately 84% of the member units of TRZ. | |
On October 15, 2013, through a series of formation transactions TRZ’s interests in 333 South Hope and EYP Realty were contributed to subsidiaries of Brookfield DTLA in exchange for preferred and common interests in Brookfield DTLA Fund Properties II LLC (“New OP”) and a preferred interest in Brookfield DTLA Fund Properties III LLC (“DTLA OP”). 333 South Hope owned Bank of America Plaza (“BOA Plaza”) and EYP Realty owned Ernst & Young Plaza (“EY Plaza”). Both of these Class A commercial properties are located in the Los Angeles Central Business District (the “LACBD”). | |
MPG Acquisition | |
On October 15, 2013, Brookfield DTLA completed the acquisition of MPG (the “merger”) pursuant to the terms of the Merger Agreement. As part of the transaction, MPG was contributed to New OP in exchange for a preferred interest in New OP. In addition to BOA Plaza and EY Plaza, Brookfield DTLA now owns Wells Fargo Center–North Tower (also known as “Wells Fargo Tower”), Wells Fargo Center–South Tower (also known as “KPMG Tower”), Gas Company Tower and 777 Tower, each of which are Class A office properties located in the LACBD that were formerly owned by MPG. | |
At the effective time of the merger, (i) each issued and outstanding share of MPG common stock was automatically converted into, and canceled in exchange for, the right to receive $3.15 in cash, without interest and less any required withholding tax and (ii) each issued and outstanding share of the 7.625% Series A Cumulative Redeemable Preferred Stock of MPG (the “MPG Preferred Stock”) automatically, and without a vote by the holders of MPG Preferred Stock, was converted into and canceled in exchange for, the right to receive one share of the Company’s Series A preferred stock. | |
In connection with the acquisition, DTLA Fund Holding Co., a subsidiary of Brookfield DTLA Holdings, made a tender offer to purchase all of the issued and outstanding shares of MPG Preferred Stock for cash consideration of $25.00 per share (the “offer price”). A total of 372,901 shares of MPG Preferred Stock were validly tendered into the offer and the holders thereof received the offer price for such shares. At the effective time of the merger, each share of MPG Preferred Stock that was issued and outstanding immediately prior to the merger, including each share of MPG Preferred Stock acquired by DTLA Fund Holding Co. in the offer, was exchanged for one share of Series A preferred stock of the Company with rights, terms and conditions substantially identical to those of the MPG Preferred Stock. |
Basis_of_Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2014 | |
Accounting Policies [Abstract] | ' |
Basis of Presentation | ' |
Basis of Presentation | |
Predecessor Entities | |
Prior to October 15, 2013, Brookfield DTLA had not conducted any business as a separate company and had no material assets or liabilities. In accordance with accounting principles generally accepted in the United States of America (“GAAP”), the contribution of 333 South Hope and EYP Realty (together, the “Predecessor Entities”) constitute a transaction between entities under common control. A combination between entities that already share the same parent is not considered a business combination because there is no change in control at the parent level. Accordingly, the operations of the Predecessor Entities contributed to Brookfield DTLA by TRZ on October 15, 2013 are presented in the accompanying condensed consolidated and combined financial statements as if they were owned by Brookfield DTLA for all historical periods presented and the assets and liabilities of BOA Plaza and EY Plaza were recorded at the carrying values reflected in the books and records of 333 South Hope and EYP Realty. As such, no gain or loss was recorded in the consolidated statement of operations for the year ended December 31, 2013 due to this transaction. As a result of the transaction, TRZ’s interest in the Predecessor Entities was exchanged for a preferred and common interest in New OP and a preferred interest in DTLA OP. As a result of certain redemption features in the preferred instruments, these instruments have been classified in the consolidated balance sheets as mezzanine equity. See Note 7 “Mezzanine Equity.” | |
As used in these condensed consolidated and combined financial statements and related notes, the terms “Brookfield DTLA,” the “Company,” “us,” “we” and “our” refer to the combination of Brookfield DTLA Fund Office Trust Investor Inc. and the Predecessor Entities. | |
Principles of Consolidation and Combination and Basis of Presentation | |
The unaudited condensed consolidated and combined financial statements and related disclosures have been prepared in accordance with GAAP applicable to interim financial information and with the instructions to Form 10‑Q and Rule 10-01 of Regulation S-X. In the opinion of management, all adjustments, consisting of only those of a normal and recurring nature, considered necessary for a fair presentation of the financial position and interim results of Brookfield DTLA and the Predecessor Entities as of and for the periods presented have been included. The results of operations for interim periods are not necessarily indicative of those that may be expected for a full fiscal year. | |
The condensed consolidated balance sheet data as of December 31, 2013 has been derived from Brookfield DTLA’s audited financial statements; however, the accompanying notes to the condensed consolidated and combined financial statements do not include all disclosures required by GAAP. | |
The financial information included herein should be read in conjunction with the consolidated and combined financial statements and related notes included in Brookfield DTLA’s Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 8, 2014, as amended on April 29, 2014. | |
The Company consolidates entities in which it has a controlling financial interest. In determining whether Brookfield DTLA has a controlling financial interest in an entity and the requirement to consolidate the accounts of that entity, management considers factors such as ownership interest, board representation, management representation, authority to make decisions, and contractual and substantive participating rights of the partners/members as well as whether the entity is a variable interest entity (“VIE”) and Brookfield DTLA is the primary beneficiary. | |
A VIE is broadly defined as an entity where either (i) the equity investors as a group, if any, lack the power through voting or similar rights to direct the activities of an entity that most significantly impact the entity’s economic performance or (ii) the equity investment at risk is insufficient to finance that entity’s activities without additional subordinated financial support. | |
A variable interest holder is considered to be the primary beneficiary of a VIE if it has the power to direct the activities of a variable interest entity that most significantly impact the entity’s economic performance and has the obligation to absorb losses of, or the right to receive benefits from, the entity that could potentially be significant to the VIE. Brookfield DTLA qualitatively assesses whether it is (or is not) the primary beneficiary of a VIE. | |
Consideration of various factors includes, but is not limited to, Brookfield DTLA’s ability to direct the activities that most significantly impact the VIE’s economic performance, its form of ownership interest, its representation on the VIE’s governing body, the size and seniority of its investment, its ability and the rights of other investors to participate in policy making decisions and its ability to replace the manager of and/or liquidate the entity. | |
The Company earns a return through an indirect investment in New OP. Brookfield DTLA Holdings, the parent of Brookfield DTLA, owns all of the common interest in New OP. Brookfield DTLA has an indirect preferred stock interest in New OP and its wholly owned subsidiary is the managing member of New OP. | |
The Company determined that New OP is a VIE and as a result of having the power to direct the significant activities of New OP and exposure to the economic performance of New OP, Brookfield DTLA meets the two conditions for being the primary beneficiary. Brookfield DTLA is required to continually evaluate its VIE relationships and consolidation conclusion. | |
Use of Estimates | |
The preparation of condensed consolidated and combined financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated and combined financial statements and accompanying notes. For example, estimates and assumptions have been made with respect to fair values of assets and liabilities for applying the acquisition method of accounting, the useful lives of assets, recoverable amounts of receivables, impairment of long-lived assets and fair value of debt. Actual results could ultimately differ from such estimates. | |
Recent Accounting Pronouncements | |
In April 2014, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2014‑08, Presentation of Financial Statements and Property, Plant, and Equipment: Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity, which requires entities to disclose only disposals representing a strategic shift in operations as discontinued operations. The new guidance requires expanded disclosures about discontinued operations that will provide financial statement users with more information about the assets, liabilities, income, and expenses of discontinued operations. The new standard is effective in the first quarter of 2015 for public organizations with calendar year ends. Early adoption is permitted but only for disposals (or classifications as held for sale) that have not been reported in the financial statements previously issued. We do not believe that this update will have a material effect on Brookfield DTLA’s consolidated financial statements in future periods. | |
Income Taxes | |
Brookfield DTLA intends to elect to be taxed as a real estate investment trust (“REIT”) pursuant to Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the “Code”), commencing with its tax year ended December 31, 2013. Brookfield DTLA intends to conduct its operations so as to qualify as a REIT. Accordingly, Brookfield DTLA will not be subject to U.S. federal income tax, provided that it qualifies as a REIT and distributions to its stockholders generally equal or exceed its taxable income. | |
However, qualification and taxation as a REIT depends upon Brookfield DTLA’s ability to meet the various qualification tests imposed under the Code related to annual operating results, asset diversification, distribution levels and diversity of stock ownership. Accordingly, no assurance can be given that Brookfield DTLA will be organized or be able to operate in a manner so as to qualify or remain qualified as a REIT. If Brookfield DTLA fails to qualify as a REIT in any taxable year, it will be subject to federal and state income tax on its taxable income at regular corporate tax rates, and it may be ineligible to qualify as a REIT for four subsequent tax years. Brookfield DTLA may also be subject to certain state or local income taxes, or franchise taxes on its REIT activities. | |
Brookfield DTLA has made no provision for income taxes in its condensed consolidated and combined financial statements for the three months ended March 31, 2014 and 2013, respectively. Brookfield DTLA’s taxable income or loss is different than its financial statement income or loss. | |
Brookfield DTLA recognizes tax benefits from uncertain tax positions when it is more likely than not that the position will be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits. Income tax positions must meet a more likely than not recognition threshold. Brookfield DTLA had no unrecognized tax benefits as of March 31, 2014 and December 31, 2013, and Brookfield DTLA does not expect its unrecognized tax benefits balance to change during the next 12 months. The Predecessor Entities’ 2009, 2010, 2011 and 2012 tax years remain open due to the statute of limitations and may be subject to examination by federal, state and local tax authorities. |
Rents_Deferred_Rents_and_Other
Rents, Deferred Rents and Other Receivables, Net | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Receivables [Abstract] | ' | |||||||
Rents, Deferred Rents and Other Receivables, Net | ' | |||||||
Rents, Deferred Rents and Other Receivables, Net | ||||||||
Brookfield DTLA’s rents, deferred rents and other receivables are presented net of the following amounts in the condensed consolidated balance sheets (in thousands): | ||||||||
March 31, 2014 | December 31, 2013 | |||||||
Allowance for doubtful accounts | $ | 78 | $ | 357 | ||||
Accumulated amortization of tenant inducements | 2,925 | 2,669 | ||||||
Brookfield DTLA and the Predecessor Entities recorded no provision for doubtful accounts during the three months ended March 31, 2014 and 2013, respectively. |
Intangible_Assets_and_Liabilit
Intangible Assets and Liabilities | 3 Months Ended | |||||||||||
Mar. 31, 2014 | ||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||||||
Intangible Assets and Liabilities | ' | |||||||||||
Intangible Assets and Liabilities | ||||||||||||
Brookfield DTLA’s intangible assets and liabilities are summarized as follows (in thousands): | ||||||||||||
March 31, 2014 | December 31, 2013 | |||||||||||
Intangible Assets | ||||||||||||
In-place leases | $ | 110,380 | $ | 110,380 | ||||||||
Tenant relationships | 46,248 | 46,248 | ||||||||||
Above-market leases | 38,913 | 38,913 | ||||||||||
195,541 | 195,541 | |||||||||||
Accumulated amortization | (48,353 | ) | (38,453 | ) | ||||||||
Intangible assets, net | $ | 147,188 | $ | 157,088 | ||||||||
Intangible Liabilities | ||||||||||||
Below-market leases | $ | 76,438 | $ | 76,438 | ||||||||
Accumulated amortization | (32,238 | ) | (31,637 | ) | ||||||||
Intangible liabilities, net | $ | 44,200 | $ | 44,801 | ||||||||
The impact of the amortization of acquired below-market leases, net of acquired above-market leases, on rental income and of acquired in-place leases and tenant relationships on depreciation and amortization expense is as follows (in thousands): | ||||||||||||
For the Three Months Ended | ||||||||||||
March 31, 2014 | March 31, 2013 | |||||||||||
Rental income | $ | 653 | $ | 501 | ||||||||
Depreciation and amortization expense | 8,324 | 1,358 | ||||||||||
As of March 31, 2014, the estimate of the amortization/accretion of intangible assets and liabilities during the remainder of 2014 and the next four years is as follows (in thousands): | ||||||||||||
In-Place | Other | Intangible | ||||||||||
Leases | Intangible Assets | Liabilities | ||||||||||
2014 | $ | 17,945 | $ | 8,430 | $ | 6,048 | ||||||
2015 | 18,425 | 9,733 | 7,112 | |||||||||
2016 | 15,351 | 8,597 | 6,433 | |||||||||
2017 | 9,484 | 5,794 | 5,855 | |||||||||
2018 | 6,829 | 4,901 | 4,081 | |||||||||
Thereafter | 24,259 | 17,440 | 14,671 | |||||||||
$ | 92,293 | $ | 54,895 | $ | 44,200 | |||||||
Deferred_Charges_Net
Deferred Charges, Net | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ' | |||||||
Deferred Charges, Net | ' | |||||||
Deferred Charges, Net | ||||||||
Brookfield DTLA’s deferred charges are presented net of the following amounts in the condensed consolidated balance sheets (in thousands): | ||||||||
March 31, 2014 | December 31, 2013 | |||||||
Accumulated amortization of leasing costs | $ | 20,607 | $ | 17,914 | ||||
Accumulated amortization of deferred financing costs | 470 | 152 | ||||||
Mortgage_Loans
Mortgage Loans | 3 Months Ended | ||||||||||||
Mar. 31, 2014 | |||||||||||||
Debt Disclosure [Abstract] | ' | ||||||||||||
Mortgage Loans | ' | ||||||||||||
Mortgage Loans | |||||||||||||
Brookfield DTLA’s debt is as follows (in thousands, except percentage amounts): | |||||||||||||
Contractual | Principal Amount as of | ||||||||||||
Maturity Date | Interest Rate | March 31, 2014 | December 31, 2013 | ||||||||||
Floating-Rate Debt | |||||||||||||
Variable-Rate Loans: | |||||||||||||
Wells Fargo Center–South Tower (1) | 12/1/16 | 1.96 | % | $ | 290,000 | $ | 290,000 | ||||||
777 Tower (2) | 11/1/18 | 1.86 | % | 200,000 | 200,000 | ||||||||
Total variable-rate loans | 490,000 | 490,000 | |||||||||||
Variable-Rate Swapped to Fixed-Rate Loan: | |||||||||||||
EY Plaza (3) | 11/27/20 | 3.93 | % | 185,000 | 185,000 | ||||||||
Total floating-rate debt | 675,000 | 675,000 | |||||||||||
Fixed-Rate Debt: | |||||||||||||
Wells Fargo Center–North Tower | 4/6/17 | 5.7 | % | 550,000 | 550,000 | ||||||||
Gas Company Tower | 8/11/16 | 5.1 | % | 458,000 | 458,000 | ||||||||
BOA Plaza | 9/7/14 | 5.06 | % | 169,245 | 170,191 | ||||||||
BOA Plaza | 9/7/14 | 6.26 | % | 44,074 | 44,321 | ||||||||
Total fixed-rate debt | 1,221,319 | 1,222,512 | |||||||||||
Total debt | 1,896,319 | 1,897,512 | |||||||||||
Debt discounts | (10,633 | ) | (11,907 | ) | |||||||||
Total debt, net | $ | 1,885,686 | $ | 1,885,605 | |||||||||
__________ | |||||||||||||
-1 | This loan bears interest at LIBOR plus 1.80%. As required by the loan agreement, we have entered into an interest rate cap agreement that limits the LIBOR portion of the interest rate to 4.75%. | ||||||||||||
-2 | This loan bears interest at LIBOR plus 1.70%. As required by the loan agreement, we have entered into an interest rate cap agreement that limits the LIBOR portion of the interest rate to 5.75%. | ||||||||||||
-3 | This loan bears interest at LIBOR plus 1.75%. As required by the loan agreement, we have entered into an interest rate swap agreement to hedge this loan, which effectively fixes the LIBOR portion of the interest rate at 2.178%. The effective interest rate of 3.93% includes interest on the swap. | ||||||||||||
As of March 31, 2014, our debt to be repaid during the remainder of 2014 and the next four years is as follows (in thousands): | |||||||||||||
2014 | $ | 213,319 | |||||||||||
2015 | 311 | ||||||||||||
2016 | 751,831 | ||||||||||||
2017 | 554,026 | ||||||||||||
2018 | 204,232 | ||||||||||||
Thereafter | 172,600 | ||||||||||||
$ | 1,896,319 | ||||||||||||
As of March 31, 2014, $185.0 million of our debt may be prepaid without penalty, $671.3 million may be defeased (as defined in the underlying loan agreements), $550.0 million may be prepaid with prepayment penalties or defeased (as defined in the underlying loan agreement) at our option, $290.0 million may be prepaid with prepayment penalties, and $200.0 million is locked out from prepayment until November 1, 2015. | |||||||||||||
The BOA Plaza mortgage loans mature on September 7, 2014. Brookfield DTLA intends to refinance these loans prior to or upon maturity. Management expects the refinancing will generate proceeds in excess of the amounts necessary to refinance the existing mortgage loans, pay all fees and other expenses related to the refinancing, and create or maintain related reserves as the fair value of the collateral securing the loans exceeds the face value of those loans as of March 31, 2014. | |||||||||||||
Funding of Wells Fargo Center–North Tower Collateral Reserve | |||||||||||||
In connection with the MPG acquisition, Brookfield DTLA Holdings assumed the mortgage loan secured by the Wells Fargo Center–North Tower office property. In connection with loan assumption, Brookfield DTLA Holdings agreed to deposit a total of $10.0 million into a collateral reserve account held by the lender, of which $5.0 million was deposited when the loan was assumed during 2013 and $1.25 million was funded by Brookfield DTLA in April 2014. The remaining $3.75 million will be paid in installments of $1.25 million in October 2014, April 2015, and October 2015. | |||||||||||||
Non-Recourse Carve Out Guarantees | |||||||||||||
All of Brookfield DTLA’s $1.9 billion of mortgage debt is subject to “non-recourse carve out” guarantees that expire upon elimination of the underlying loan obligations. Under these guarantees, these otherwise non‑recourse loans can become partially or fully recourse against Brookfield DTLA Holdings if certain triggering events occur as defined in the loan agreements. | |||||||||||||
Debt Reporting | |||||||||||||
Pursuant to the terms of certain of our mortgage loan agreements, Brookfield DTLA is required to report a debt service coverage ratio (“DSCR”) calculated using the formulas specified in the underlying loan agreements. We have submitted the required reports to the lenders for the measurement periods ended March 31, 2014 and were in compliance with the amounts required by the loan agreements, with | |||||||||||||
the exception of Gas Company Tower. | |||||||||||||
Under the Gas Company Tower mortgage loan, we reported a DSCR of 0.92 to 1.00, calculated using actual debt service under the loan, and a DSCR of 0.73 to 1.00, calculated using actual debt service plus a hypothetical principal payment using a 30-year amortization schedule. Because the reported DSCR using the actual debt service plus a hypothetical principal payment was less than 1.00 to 1.00, the lender could seek to remove Brookfield Properties Management (CA) Inc. as property manager of Gas Company Tower, which is the only recourse available to the lender as a result of such breach. | |||||||||||||
Pursuant to the terms of the Gas Company Tower, Wells Fargo Center–South Tower, Wells Fargo Center–North Tower, and EY Plaza mortgage loan agreements, we are required to provide annual audited financial statements of Brookfield DTLA Holdings to the lenders or agents. The receipt of any opinion other than an “unqualified” audit opinion on our annual audited financial statements is an event of default under the loan agreements for the properties listed above. If an event of default occurs, the lenders have the right to pursue the remedies contained in the loan documents, including acceleration of all or a portion of the debt and foreclosure. |
Mezzanine_Equity
Mezzanine Equity | 3 Months Ended | |||||||||||||||||||
Mar. 31, 2014 | ||||||||||||||||||||
Temporary Equity Disclosure [Abstract] | ' | |||||||||||||||||||
Mezzanine Equity | ' | |||||||||||||||||||
Mezzanine Equity | ||||||||||||||||||||
Mezzanine equity in the condensed consolidated balance sheets as of March 31, 2014 and December 31, 2013 is comprised of the Series A preferred stock, a Series A-1 preferred interest and a senior participating preferred interest (the “Preferred Interests”). The Series A-1 preferred interest and senior participating preferred interest are held by a noncontrolling interest holder. There is no commitment or obligation on the part of Brookfield DTLA or Brookfield DTLA Holdings to redeem the Preferred Interests. See “—Senior Participating Preferred Interest” below for a discussion of distributions paid related to the senior participating preferred interest during the three months ended March 31, 2014. | ||||||||||||||||||||
The Preferred Interests included within mezzanine equity were recorded at fair value on the date of issuance and have been adjusted to the greater of their carrying amount or redemption value as of March 31, 2014 and December 31, 2013. | ||||||||||||||||||||
Other than the distribution paid to the senior participating preferred interest in the first quarter of 2014 described below, Brookfield DTLA has not paid any cash dividends in the past. Any future dividends declared would be at the discretion of Brookfield DTLA’s board of directors and would depend on its financial condition, results of operations, contractual obligations and the terms of its financing agreements at the time a dividend is considered, and other relevant factors. | ||||||||||||||||||||
Series A Preferred Stock | ||||||||||||||||||||
As of March 31, 2014 and December 31, 2013, 9,730,370 shares of Series A preferred stock were outstanding, of which 9,357,469 shares were issued to third parties and 372,901 shares were issued to DTLA Fund Holding Co., a subsidiary of Brookfield DTLA Holdings. | ||||||||||||||||||||
The fair value of the 9,730,370 shares of Series A preferred stock issued by the Company in the merger with MPG was based on an estimate of fair value of $26.00 per share. The valuation was based on available trading information for the MPG Preferred Stock and the Company’s Series A preferred stock on the day prior to and subsequent to the transaction, respectively. | ||||||||||||||||||||
No dividends were declared on the Series A preferred stock during the three months ended March 31, 2014. Dividends on the Series A preferred stock are cumulative, and therefore, will continue to accrue at an annual rate of $1.90625 per share. As of March 31, 2014, the cumulative amount of unpaid dividends totals $100.5 million and has been reflected in the carrying amount of the Series A preferred stock. | ||||||||||||||||||||
As of March 31, 2014, the Series A preferred stock is reported at its redemption value of $343.7 million calculated using the redemption price of $25.00 per share plus all accumulated and unpaid dividends on such Series A preferred stock through March 31, 2014. | ||||||||||||||||||||
Series A-1 Preferred Interest | ||||||||||||||||||||
As of March 31, 2014, the Series A-1 preferred interest is reported at its redemption value of $319.0 million calculated using its liquidation value of $225.7 million plus $93.3 million of accumulated and unpaid dividends on such Series A-1 preferred interest through March 31, 2014. | ||||||||||||||||||||
Senior Participating Preferred Interest | ||||||||||||||||||||
On March 21, 2014, Brookfield DTLA made a cash distribution to Brookfield DTLA Holdings totaling $70.0 million, which was comprised of $7.3 million in settlement of preferred dividends on the senior participating preferred interest through March 21, 2014 and a return of investment of $62.7 million using proceeds generated by the refinancing of EY Plaza. | ||||||||||||||||||||
As of March 31, 2014, the senior participating preferred interest is reported at its redemption value of $192.1 million calculated using the value of the preferred and participating interests totaling $191.8 million plus $0.3 million of accumulated and unpaid dividends on the preferred interest through March 31, 2014. | ||||||||||||||||||||
Change in Mezzanine Equity | ||||||||||||||||||||
A summary of the change in mezzanine equity for the three months ended March 31, 2014 is as follows (in thousands, except share amounts): | ||||||||||||||||||||
Number of | Series A | Noncontrolling Interests | Total | |||||||||||||||||
Shares of | Preferred | Mezzanine | ||||||||||||||||||
Series A | Stock | Equity | ||||||||||||||||||
Preferred | ||||||||||||||||||||
Stock | Series A-1 | Senior | ||||||||||||||||||
Preferred | Participating | |||||||||||||||||||
Interest | Preferred | |||||||||||||||||||
Interest | ||||||||||||||||||||
Balance, December 31, 2013 | 9,730,370 | $ | 339,101 | $ | 314,658 | $ | 257,780 | $ | 911,539 | |||||||||||
Current dividends | 4,637 | 4,303 | 4,133 | 13,073 | ||||||||||||||||
Redemption measurement adjustment | 198 | 198 | ||||||||||||||||||
Cash distribution | (70,000 | ) | (70,000 | ) | ||||||||||||||||
Balance, March 31, 2014 | 9,730,370 | $ | 343,738 | $ | 318,961 | $ | 192,111 | $ | 854,810 | |||||||||||
Noncontrolling_Interests
Noncontrolling Interests | 3 Months Ended |
Mar. 31, 2014 | |
Noncontrolling Interest [Abstract] | ' |
Noncontrolling Interest | ' |
Noncontrolling Interests | |
Mezzanine Equity Component | |
The Series A-1 preferred interest and senior participating preferred interest consist of equity interests of New OP and DTLA OP, respectively, which are owned directly by Brookfield DTLA Holdings. These noncontrolling interests are presented in mezzanine equity in the condensed consolidated balance sheets as of March 31, 2014 and December 31, 2013. See Note 7 “Mezzanine Equity.” | |
Stockholders’ Equity Component | |
The Series B common interest ranks junior to the Series A preferred stock as to dividends and upon liquidation and is presented in the condensed consolidated balance sheets as of March 31, 2014 and December 31, 2013 as noncontrolling interest. |
Accumulated_Other_Comprehensiv
Accumulated Other Comprehensive Loss | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Equity [Abstract] | ' | |||||||
Accumulated Other Comprehensive Loss | ' | |||||||
Accumulated Other Comprehensive Loss | ||||||||
A summary of the change in accumulated other comprehensive loss related to Brookfield DTLA’s cash flow hedges is as follows (in thousands): | ||||||||
For the Three Months Ended | ||||||||
March 31, 2014 | March 31, 2013 | |||||||
Balance at beginning of period | $ | 1,007 | $ | — | ||||
Other comprehensive loss before reclassifications | (1,866 | ) | — | |||||
Amounts reclassified from accumulated other | — | — | ||||||
comprehensive loss | ||||||||
Net current-period other comprehensive loss | (1,866 | ) | — | |||||
Balance at end of period | $ | (859 | ) | $ | — | |||
Fair_Value_Measurements
Fair Value Measurements | 3 Months Ended | ||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||
Fair Value Disclosures [Abstract] | ' | ||||||||||||||||
Fair Value Measurements | ' | ||||||||||||||||
Fair Value Measurements | |||||||||||||||||
The valuation of Brookfield DTLA’s interest rate swap is determined using widely accepted valuation techniques, including discounted cash flow analysis on the expected cash flow of the derivative. This analysis reflects the contractual terms of the derivative, including the period to maturity, and uses observable market-based inputs, including interest rate curves and implied volatilities. We have incorporated credit valuation adjustments to appropriately reflect both our own and the respective counterparty’s non-performance risk in the fair value measurements. | |||||||||||||||||
Brookfield DTLA’s assets and (liabilities) measured at fair value on a recurring basis, aggregated by the level in the fair value hierarchy within which those measurements fall, are as follows (in thousands): | |||||||||||||||||
Fair Value Measurements Using | |||||||||||||||||
Total | Quoted Prices in | Significant | Significant | ||||||||||||||
Fair | Active Markets | Other | Unobservable | ||||||||||||||
Value | for Identical | Observable Inputs | Inputs (Level 3) | ||||||||||||||
(Liabilities) | (Level 2) | ||||||||||||||||
Assets (Level 1) | |||||||||||||||||
Interest rate swap at: | |||||||||||||||||
March 31, 2014 | $ | (859 | ) | $ | — | $ | (859 | ) | $ | — | |||||||
December 31, 2013 | 1,007 | — | 1,007 | — | |||||||||||||
Financial_Instruments
Financial Instruments | 3 Months Ended | |||||||||
Mar. 31, 2014 | ||||||||||
Investments, All Other Investments [Abstract] | ' | |||||||||
Financial Instruments | ' | |||||||||
Financial Instruments | ||||||||||
Derivative Financial Instruments | ||||||||||
A summary of the fair value of Brookfield DTLA’s derivative financial instruments is as follows (in thousands): | ||||||||||
Fair Value | ||||||||||
March 31, 2014 | December 31, 2013 | |||||||||
Derivatives designated as cash flow hedging | ||||||||||
instruments: | ||||||||||
Interest rate swap (liability) asset | $ | (859 | ) | $ | 1,007 | |||||
The interest rate swap liability as of March 31, 2014 is included in accounts payable and other liabilities in the condensed consolidated balance sheet, while the interest rate swap asset as of December 31, 2013 is included in prepaid and other assets in the condensed consolidated balance sheet. | ||||||||||
A summary of the effect of derivative financial instruments reported in the condensed consolidated and combined financial statements is as follows (in thousands): | ||||||||||
Amount of (Loss) | Amount of Gain/(Loss) | |||||||||
Recognized in AOCL | Reclassified from | |||||||||
AOCL to Statement | ||||||||||
of Operations | ||||||||||
Derivatives designated as cash flow hedging instruments: | ||||||||||
Interest rate swap for the three months ended: | ||||||||||
March 31, 2014 | $ | (1,866 | ) | $ | — | |||||
31-Mar-13 | — | — | ||||||||
Interest Rate Swap— | ||||||||||
As of March 31, 2014 and December 31, 2013, Brookfield DTLA held an interest rate swap with a notional amount of $185.0 million, which was assigned to the EY Plaza mortgage loan. The swap requires net settlement each month and expires on November 2, 2020. | ||||||||||
Interest Rate Caps— | ||||||||||
Brookfield DTLA holds interest rate caps pursuant to the terms of certain of its mortgage loan agreements with the following notional amounts (in thousands): | ||||||||||
March 31, 2014 | December 31, 2013 | |||||||||
Wells Fargo Center–South Tower | $ | 290,000 | $ | 290,000 | ||||||
777 Tower | 200,000 | 200,000 | ||||||||
$ | 490,000 | $ | 490,000 | |||||||
The fair value of our interest rate caps was $1.2 million and $1.6 million as of March 31, 2014 and December 31, 2013, respectively. | ||||||||||
Other Financial Instruments | ||||||||||
The estimated fair value and carrying amount of Brookfield DTLA’s mortgage loans are as follows (in thousands): | ||||||||||
March 31, 2014 | December 31, 2013 | |||||||||
Estimated fair value | $ | 1,888,712 | $ | 1,890,436 | ||||||
Carrying amount | 1,885,686 | 1,885,605 | ||||||||
We calculated the estimated fair value of our mortgage loans by discounting the future contractual cash flows of the loans using current risk adjusted rates available to borrowers with similar credit ratings. The estimated fair value of mortgage loans is classified as Level 3. |
Related_Party_Transactions
Related Party Transactions | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Related Party Transactions [Abstract] | ' | |||||||
Related Party Transactions | ' | |||||||
Related Party Transactions | ||||||||
Intercompany Loan | ||||||||
The Company is indebted to BOP Management Inc. under a $25.0 million promissory note dated October 11, 2013 that matures on October 15, 2015, which is included in due to affiliates, net in the condensed consolidated balance sheets as of March 31, 2014 and December 31, 2013. The note bears interest at 3.25%, which is payable semi-annually. For the three months ended March 31, 2014, the Company accrued $0.2 million of interest expense related to this note. Given the short-term nature of this instrument, fair value was determined to approximate carrying value as of March 31, 2014 and December 31, 2013. | ||||||||
Management Agreements | ||||||||
The Predecessor Entities entered into arrangements with Brookfield Properties Management LLC, which is affiliated through common ownership with BPO, under which the affiliate provides property management and various other services. On October 15, 2013, these agreements were transferred to BOP Management Inc., an affiliate of BPO. The MPG properties entered into similar arrangements with BOP Management Inc. after the closing of the acquisition on October 15, 2013. Property management fees under these agreements are calculated based on 3.0% of rents collected (as defined in the management agreements). | ||||||||
A summary of costs incurred by Brookfield DTLA and the Predecessor Entities under these arrangements is as follows (in thousands): | ||||||||
For the Three Months Ended | ||||||||
March 31, 2014 | March 31, 2013 | |||||||
Management fees expense | $ | 3,386 | $ | 643 | ||||
General, administrative and reimbursable expenses | 701 | 287 | ||||||
Leasing and construction management fees | 672 | 436 | ||||||
Insurance Agreements | ||||||||
BOA Plaza and EY Plaza are covered under an insurance policy entered into by BPO that provides all risk property and business interruption for BPO’s commercial portfolio with an aggregate limit of $2.5 billion per occurrence as well as an aggregate limit of $300.0 million of earthquake insurance. The MPG properties are covered under an insurance policy that provides all risk property and business interruption with an aggregate limit of $1.25 billion and a $130.0 million aggregate limit of earthquake insurance. | ||||||||
In addition, BOA Plaza and EY Plaza are covered by a terrorism insurance policy that provides aggregate coverage of $4.0 billion for all of BPO’s U.S. properties. The MPG properties are covered by a terrorism insurance policy with a $1.25 billion aggregate limit. Brookfield DTLA is in compliance with the contractual obligations regarding terrorism insurance contained in such agreements. | ||||||||
Insurance premiums for BOA Plaza and EY Plaza are paid by an affiliate company under common control through BPO. Brookfield DTLA reimburses the affiliate company for the actual cost of such premiums. | ||||||||
A summary of costs incurred by the Predecessor Entities under this arrangement is as follows (in thousands): | ||||||||
For the Three Months Ended | ||||||||
March 31, 2014 | March 31, 2013 | |||||||
Insurance expense | $ | 1,304 | $ | 1,212 | ||||
Effective April 19, 2014, the insurance policies covering the MPG properties expired and the MPG properties were added to the existing BPO insurance policies described above. |
Commitments_and_Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
Commitments and Contingencies | ' |
Commitments and Contingencies | |
Litigation | |
General— | |
Brookfield DTLA and its subsidiaries may be subject to pending legal proceedings and litigation incidental to its business. After consultation with legal counsel, management believes that any liability that may potentially result upon resolution of such matters is not expected to have a material adverse effect on its business, financial condition or consolidated financial statements as a whole. | |
Merger-Related Litigation— | |
Following the announcement of the execution of the Agreement and Plan of Merger dated as of April 24, 2013, as amended (the “Merger Agreement”), seven putative class actions were filed against Brookfield Office Properties Inc. (“BPO”), Brookfield DTLA, Brookfield DTLA Holdings LLC, Brookfield DTLA Fund Office Trust Inc., Brookfield DTLA Fund Properties (collectively, the “Brookfield Parties”), MPG Office Trust, Inc., MPG Office, L.P., and the members of MPG Office Trust, Inc.’s board of directors. Five of these lawsuits were filed on behalf of MPG Office Trust, Inc.’s common stockholders: (i) two lawsuits, captioned Coyne v. MPG Office Trust, Inc., et al., No. BC507342 (the “Coyne Action”), and Masih v. MPG Office Trust, Inc., et al., No. BC507962 (the “Masih Action”), were filed in the Superior Court of the State of California in Los Angeles County (the “California State Court”) on April 29, 2013 and May 3, 2013, respectively; and (ii) three lawsuits, captioned Kim v. MPG Office Trust, Inc. et al., No. 24‑C-13-002600 (the “Kim Action”), Perkins v. MPG Office Trust, Inc., et al., No. 24-C-13-002778 (the “Perkins Action”) and Dell’Osso v. MPG Office Trust, Inc., et al., No. 24‑C-13-003283 (the “Dell’Osso Action”) were filed in the Circuit Court for Baltimore City, Maryland on May 1, 2013, May 8, 2013 and May 22, 2013, respectively (collectively, the “Common Stock Actions”). Two lawsuits, captioned Cohen v. MPG Office Trust, Inc. et al., No. 24-C-13-004097 (the “Cohen Action”) and Donlan v. Weinstein, et al., No. 24‑C-13-004293 (the “Donlan Action”), were filed on behalf of MPG Office Trust, Inc.’s preferred stockholders in the Circuit Court for Baltimore City, Maryland on June 20, 2013 and July 2, 2013, respectively (collectively, the “Preferred Stock Actions,” together with the Common Stock Actions, the “Merger Litigations”). | |
In each of the Common Stock Actions, the plaintiffs allege, among other things, that MPG Office Trust, Inc.’s board of directors breached their fiduciary duties in connection with the merger by failing to maximize the value of MPG Office Trust, Inc. and ignoring or failing to protect against conflicts of interest, and that the relevant Brookfield Parties named as defendants aided and abetted those breaches of fiduciary duty. The Kim Action further alleges that MPG Office, L.P. also aided and abetted the breaches of fiduciary duty by MPG Office Trust, Inc.’s board of directors, and the Dell’Osso Action further alleges that MPG Office Trust, Inc. and MPG Office, L.P. aided and abetted the breaches of fiduciary duty by MPG Office Trust, Inc.’s board of directors. On June 4, 2013, the Kim and Perkins plaintiffs filed identical, amended complaints in the Circuit Court for Baltimore City, Maryland. On June 5, 2013, the | |
Masih plaintiffs also filed an amended complaint in the Superior Court of the State of California in Los Angeles County. The three amended complaints, as well as the Dell’Osso Action complaint, allege that the preliminary proxy statement filed by MPG Office Trust, Inc. with the SEC on May 21, 2013 is false and/or misleading because it fails to include certain details of the process leading up to the merger and fails to provide adequate information concerning MPG Office Trust, Inc.’s financial advisors. | |
In each of the Preferred Stock Actions, which were brought on behalf of MPG Office Trust, Inc.’s preferred stockholders, the plaintiffs allege, among other things, that, by entering into the Merger Agreement and tender offer, MPG Office Trust, Inc. breached the Articles Supplementary, which governs the issuance of the MPG preferred shares, that MPG Office Trust, Inc.’s board of directors breached their fiduciary duties by agreeing to a merger agreement that violated the preferred stockholders’ contractual rights and that the relevant Brookfield Parties named as defendants aided and abetted those breaches of contract and fiduciary duty. On July 15, 2013, the plaintiffs in the Preferred Stock Actions filed a joint amended complaint in the Circuit Court for Baltimore City, Maryland that further alleged that MPG Office Trust, Inc.’s board of directors failed to disclose material information regarding BPO’s extension of the tender offer. | |
The plaintiffs in the seven lawsuits sought an injunction against the merger, rescission or rescissory damages in the event the merger has been consummated, an award of fees and costs, including attorneys’ and experts’ fees, and other relief. | |
On July 10, 2013, solely to avoid the costs, risks and uncertainties inherent in litigation, the Brookfield Parties and the other named defendants in the Common Stock Actions signed a memorandum of understanding (the “MOU”), regarding a proposed settlement of all claims asserted therein. The parties subsequently entered into a stipulation of settlement dated November 21, 2013 providing for the release of all asserted claims, additional disclosures by MPG concerning the merger made prior to the merger’s approval, and the payment, by defendants, of an award of attorneys’ fees and expenses in an amount not to exceed $475,000 (which will ultimately be determined by the California State Court), which has been recorded as a liability as of March 31, 2014 as part of accounts payable and other liabilities in the condensed consolidated balance sheet. The asserted claims will not be released until such stipulation of settlement is approved by the court, following a hearing on notice to the proposed class. There can be no assurance that the court will approve the settlement. The hearing for final approval of the settlement is scheduled for June 4, 2014. | |
In the Preferred Stock Actions, at a hearing on July 24, 2013, the Maryland State Court denied plaintiffs’ motion for preliminary injunction seeking to enjoin the tender offer. The plaintiffs filed a second amended complaint on November 22, 2013 that added additional arguments in support of their allegations that the new preferred shares do not have the same rights as the MPG preferred shares. The defendants moved to dismiss the second amended complaint on December 20, 2013, and briefing on the motion concluded on February 28, 2014. A hearing date on the motion has not been scheduled by the court. | |
While the final outcome with respect to the Merger Litigations cannot be predicted with certainty, in the opinion of management after consultation with external legal counsel, any liability that may arise from such contingencies would not have a material adverse effect on the financial position, results of operations or liquidity of Brookfield DTLA. |
Basis_of_Presentation_Policies
Basis of Presentation (Policies) | 3 Months Ended |
Mar. 31, 2014 | |
Accounting Policies [Abstract] | ' |
Principles of Consolidation and Basis of Presentation | ' |
Principles of Consolidation and Combination and Basis of Presentation | |
The unaudited condensed consolidated and combined financial statements and related disclosures have been prepared in accordance with GAAP applicable to interim financial information and with the instructions to Form 10‑Q and Rule 10-01 of Regulation S-X. In the opinion of management, all adjustments, consisting of only those of a normal and recurring nature, considered necessary for a fair presentation of the financial position and interim results of Brookfield DTLA and the Predecessor Entities as of and for the periods presented have been included. The results of operations for interim periods are not necessarily indicative of those that may be expected for a full fiscal year. | |
The condensed consolidated balance sheet data as of December 31, 2013 has been derived from Brookfield DTLA’s audited financial statements; however, the accompanying notes to the condensed consolidated and combined financial statements do not include all disclosures required by GAAP. | |
The financial information included herein should be read in conjunction with the consolidated and combined financial statements and related notes included in Brookfield DTLA’s Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 8, 2014, as amended on April 29, 2014. | |
Consolidation, Variable Interest Entity, Policy | ' |
The Company consolidates entities in which it has a controlling financial interest. In determining whether Brookfield DTLA has a controlling financial interest in an entity and the requirement to consolidate the accounts of that entity, management considers factors such as ownership interest, board representation, management representation, authority to make decisions, and contractual and substantive participating rights of the partners/members as well as whether the entity is a variable interest entity (“VIE”) and Brookfield DTLA is the primary beneficiary. | |
A VIE is broadly defined as an entity where either (i) the equity investors as a group, if any, lack the power through voting or similar rights to direct the activities of an entity that most significantly impact the entity’s economic performance or (ii) the equity investment at risk is insufficient to finance that entity’s activities without additional subordinated financial support. | |
A variable interest holder is considered to be the primary beneficiary of a VIE if it has the power to direct the activities of a variable interest entity that most significantly impact the entity’s economic performance and has the obligation to absorb losses of, or the right to receive benefits from, the entity that could potentially be significant to the VIE. Brookfield DTLA qualitatively assesses whether it is (or is not) the primary beneficiary of a VIE. | |
Consideration of various factors includes, but is not limited to, Brookfield DTLA’s ability to direct the activities that most significantly impact the VIE’s economic performance, its form of ownership interest, its representation on the VIE’s governing body, the size and seniority of its investment, its ability and the rights of other investors to participate in policy making decisions and its ability to replace the manager of and/or liquidate the entity. | |
The Company earns a return through an indirect investment in New OP. Brookfield DTLA Holdings, the parent of Brookfield DTLA, owns all of the common interest in New OP. Brookfield DTLA has an indirect preferred stock interest in New OP and its wholly owned subsidiary is the managing member of New OP. | |
The Company determined that New OP is a VIE and as a result of having the power to direct the significant activities of New OP and exposure to the economic performance of New OP, Brookfield DTLA meets the two conditions for being the primary beneficiary. Brookfield DTLA is required to continually evaluate its VIE relationships and consolidation conclusion. | |
Use of Estimates | ' |
Use of Estimates | |
The preparation of condensed consolidated and combined financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated and combined financial statements and accompanying notes. For example, estimates and assumptions have been made with respect to fair values of assets and liabilities for applying the acquisition method of accounting, the useful lives of assets, recoverable amounts of receivables, impairment of long-lived assets and fair value of debt. Actual results could ultimately differ from such estimates. | |
Recent Accounting Pronouncements | ' |
Recent Accounting Pronouncements | |
In April 2014, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2014‑08, Presentation of Financial Statements and Property, Plant, and Equipment: Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity, which requires entities to disclose only disposals representing a strategic shift in operations as discontinued operations. The new guidance requires expanded disclosures about discontinued operations that will provide financial statement users with more information about the assets, liabilities, income, and expenses of discontinued operations. The new standard is effective in the first quarter of 2015 for public organizations with calendar year ends. Early adoption is permitted but only for disposals (or classifications as held for sale) that have not been reported in the financial statements previously issued. We do not believe that this update will have a material effect on Brookfield DTLA’s consolidated financial statements in future periods. | |
Income Taxes | ' |
Income Taxes | |
Brookfield DTLA intends to elect to be taxed as a real estate investment trust (“REIT”) pursuant to Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the “Code”), commencing with its tax year ended December 31, 2013. Brookfield DTLA intends to conduct its operations so as to qualify as a REIT. Accordingly, Brookfield DTLA will not be subject to U.S. federal income tax, provided that it qualifies as a REIT and distributions to its stockholders generally equal or exceed its taxable income. | |
However, qualification and taxation as a REIT depends upon Brookfield DTLA’s ability to meet the various qualification tests imposed under the Code related to annual operating results, asset diversification, distribution levels and diversity of stock ownership. Accordingly, no assurance can be given that Brookfield DTLA will be organized or be able to operate in a manner so as to qualify or remain qualified as a REIT. If Brookfield DTLA fails to qualify as a REIT in any taxable year, it will be subject to federal and state income tax on its taxable income at regular corporate tax rates, and it may be ineligible to qualify as a REIT for four subsequent tax years. Brookfield DTLA may also be subject to certain state or local income taxes, or franchise taxes on its REIT activities. | |
Brookfield DTLA has made no provision for income taxes in its condensed consolidated and combined financial statements for the three months ended March 31, 2014 and 2013, respectively. Brookfield DTLA’s taxable income or loss is different than its financial statement income or loss. | |
Brookfield DTLA recognizes tax benefits from uncertain tax positions when it is more likely than not that the position will be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits. Income tax positions must meet a more likely than not recognition threshold. Brookfield DTLA had no unrecognized tax benefits as of March 31, 2014 and December 31, 2013, and Brookfield DTLA does not expect its unrecognized tax benefits balance to change during the next 12 months. The Predecessor Entities’ 2009, 2010, 2011 and 2012 tax years remain open due to the statute of limitations and may be subject to examination by federal, state and local tax authorities. |
Rents_Deferred_Rents_and_Other1
Rents, Deferred Rents and Other Receivables, Net (Tables) | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Receivables [Abstract] | ' | |||||||
Schedule of Accounts, Notes, Loans and Financing Receivable | ' | |||||||
Brookfield DTLA’s rents, deferred rents and other receivables are presented net of the following amounts in the condensed consolidated balance sheets (in thousands): | ||||||||
March 31, 2014 | December 31, 2013 | |||||||
Allowance for doubtful accounts | $ | 78 | $ | 357 | ||||
Accumulated amortization of tenant inducements | 2,925 | 2,669 | ||||||
Intangible_Assets_and_Liabilit1
Intangible Assets and Liabilities (Tables) | 3 Months Ended | |||||||||||
Mar. 31, 2014 | ||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||||||
Schedule of Finite-Lived Intangible Assets | ' | |||||||||||
Brookfield DTLA’s intangible assets and liabilities are summarized as follows (in thousands): | ||||||||||||
March 31, 2014 | December 31, 2013 | |||||||||||
Intangible Assets | ||||||||||||
In-place leases | $ | 110,380 | $ | 110,380 | ||||||||
Tenant relationships | 46,248 | 46,248 | ||||||||||
Above-market leases | 38,913 | 38,913 | ||||||||||
195,541 | 195,541 | |||||||||||
Accumulated amortization | (48,353 | ) | (38,453 | ) | ||||||||
Intangible assets, net | $ | 147,188 | $ | 157,088 | ||||||||
Intangible Liabilities | ||||||||||||
Below-market leases | $ | 76,438 | $ | 76,438 | ||||||||
Accumulated amortization | (32,238 | ) | (31,637 | ) | ||||||||
Intangible liabilities, net | $ | 44,200 | $ | 44,801 | ||||||||
Schedule of Finite-lived Intangible Assets and Liabilities Amortization Expense and Rental Income | ' | |||||||||||
The impact of the amortization of acquired below-market leases, net of acquired above-market leases, on rental income and of acquired in-place leases and tenant relationships on depreciation and amortization expense is as follows (in thousands): | ||||||||||||
For the Three Months Ended | ||||||||||||
March 31, 2014 | March 31, 2013 | |||||||||||
Rental income | $ | 653 | $ | 501 | ||||||||
Depreciation and amortization expense | 8,324 | 1,358 | ||||||||||
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | ' | |||||||||||
As of March 31, 2014, the estimate of the amortization/accretion of intangible assets and liabilities during the remainder of 2014 and the next four years is as follows (in thousands): | ||||||||||||
In-Place | Other | Intangible | ||||||||||
Leases | Intangible Assets | Liabilities | ||||||||||
2014 | $ | 17,945 | $ | 8,430 | $ | 6,048 | ||||||
2015 | 18,425 | 9,733 | 7,112 | |||||||||
2016 | 15,351 | 8,597 | 6,433 | |||||||||
2017 | 9,484 | 5,794 | 5,855 | |||||||||
2018 | 6,829 | 4,901 | 4,081 | |||||||||
Thereafter | 24,259 | 17,440 | 14,671 | |||||||||
$ | 92,293 | $ | 54,895 | $ | 44,200 | |||||||
Deferred_Charges_Net_Tables
Deferred Charges, Net (Tables) | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ' | |||||||
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure | ' | |||||||
Brookfield DTLA’s deferred charges are presented net of the following amounts in the condensed consolidated balance sheets (in thousands): | ||||||||
March 31, 2014 | December 31, 2013 | |||||||
Accumulated amortization of leasing costs | $ | 20,607 | $ | 17,914 | ||||
Accumulated amortization of deferred financing costs | 470 | 152 | ||||||
Mortgage_Loans_Tables
Mortgage Loans (Tables) | 3 Months Ended | ||||||||||||
Mar. 31, 2014 | |||||||||||||
Debt Disclosure [Abstract] | ' | ||||||||||||
Schedule of Debt | ' | ||||||||||||
Brookfield DTLA’s debt is as follows (in thousands, except percentage amounts): | |||||||||||||
Contractual | Principal Amount as of | ||||||||||||
Maturity Date | Interest Rate | March 31, 2014 | December 31, 2013 | ||||||||||
Floating-Rate Debt | |||||||||||||
Variable-Rate Loans: | |||||||||||||
Wells Fargo Center–South Tower (1) | 12/1/16 | 1.96 | % | $ | 290,000 | $ | 290,000 | ||||||
777 Tower (2) | 11/1/18 | 1.86 | % | 200,000 | 200,000 | ||||||||
Total variable-rate loans | 490,000 | 490,000 | |||||||||||
Variable-Rate Swapped to Fixed-Rate Loan: | |||||||||||||
EY Plaza (3) | 11/27/20 | 3.93 | % | 185,000 | 185,000 | ||||||||
Total floating-rate debt | 675,000 | 675,000 | |||||||||||
Fixed-Rate Debt: | |||||||||||||
Wells Fargo Center–North Tower | 4/6/17 | 5.7 | % | 550,000 | 550,000 | ||||||||
Gas Company Tower | 8/11/16 | 5.1 | % | 458,000 | 458,000 | ||||||||
BOA Plaza | 9/7/14 | 5.06 | % | 169,245 | 170,191 | ||||||||
BOA Plaza | 9/7/14 | 6.26 | % | 44,074 | 44,321 | ||||||||
Total fixed-rate debt | 1,221,319 | 1,222,512 | |||||||||||
Total debt | 1,896,319 | 1,897,512 | |||||||||||
Debt discounts | (10,633 | ) | (11,907 | ) | |||||||||
Total debt, net | $ | 1,885,686 | $ | 1,885,605 | |||||||||
__________ | |||||||||||||
-1 | This loan bears interest at LIBOR plus 1.80%. As required by the loan agreement, we have entered into an interest rate cap agreement that limits the LIBOR portion of the interest rate to 4.75%. | ||||||||||||
-2 | This loan bears interest at LIBOR plus 1.70%. As required by the loan agreement, we have entered into an interest rate cap agreement that limits the LIBOR portion of the interest rate to 5.75%. | ||||||||||||
-3 | This loan bears interest at LIBOR plus 1.75%. As required by the loan agreement, we have entered into an interest rate swap agreement to hedge this loan, which effectively fixes the LIBOR portion of the interest rate at 2.178%. The effective interest rate of 3.93% includes interest on the swap. | ||||||||||||
Schedule of Maturities of Long-term Debt | ' | ||||||||||||
As of March 31, 2014, our debt to be repaid during the remainder of 2014 and the next four years is as follows (in thousands): | |||||||||||||
2014 | $ | 213,319 | |||||||||||
2015 | 311 | ||||||||||||
2016 | 751,831 | ||||||||||||
2017 | 554,026 | ||||||||||||
2018 | 204,232 | ||||||||||||
Thereafter | 172,600 | ||||||||||||
$ | 1,896,319 | ||||||||||||
Mezzanine_Equity_Mezzanine_Equ
Mezzanine Equity Mezzanine Equity (Tables) | 3 Months Ended | |||||||||||||||||||
Mar. 31, 2014 | ||||||||||||||||||||
Temporary Equity Disclosure [Abstract] | ' | |||||||||||||||||||
Mezzanine Equity | ' | |||||||||||||||||||
A summary of the change in mezzanine equity for the three months ended March 31, 2014 is as follows (in thousands, except share amounts): | ||||||||||||||||||||
Number of | Series A | Noncontrolling Interests | Total | |||||||||||||||||
Shares of | Preferred | Mezzanine | ||||||||||||||||||
Series A | Stock | Equity | ||||||||||||||||||
Preferred | ||||||||||||||||||||
Stock | Series A-1 | Senior | ||||||||||||||||||
Preferred | Participating | |||||||||||||||||||
Interest | Preferred | |||||||||||||||||||
Interest | ||||||||||||||||||||
Balance, December 31, 2013 | 9,730,370 | $ | 339,101 | $ | 314,658 | $ | 257,780 | $ | 911,539 | |||||||||||
Current dividends | 4,637 | 4,303 | 4,133 | 13,073 | ||||||||||||||||
Redemption measurement adjustment | 198 | 198 | ||||||||||||||||||
Cash distribution | (70,000 | ) | (70,000 | ) | ||||||||||||||||
Balance, March 31, 2014 | 9,730,370 | $ | 343,738 | $ | 318,961 | $ | 192,111 | $ | 854,810 | |||||||||||
Accumulated_Other_Comprehensiv1
Accumulated Other Comprehensive Loss (Tables) | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Equity [Abstract] | ' | |||||||
Accumulated Other Comprehensive Loss | ' | |||||||
A summary of the change in accumulated other comprehensive loss related to Brookfield DTLA’s cash flow hedges is as follows (in thousands): | ||||||||
For the Three Months Ended | ||||||||
March 31, 2014 | March 31, 2013 | |||||||
Balance at beginning of period | $ | 1,007 | $ | — | ||||
Other comprehensive loss before reclassifications | (1,866 | ) | — | |||||
Amounts reclassified from accumulated other | — | — | ||||||
comprehensive loss | ||||||||
Net current-period other comprehensive loss | (1,866 | ) | — | |||||
Balance at end of period | $ | (859 | ) | $ | — | |||
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 3 Months Ended | ||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||
Fair Value Disclosures [Abstract] | ' | ||||||||||||||||
Fair Value Measurements, Recurring and Nonrecurring | ' | ||||||||||||||||
Brookfield DTLA’s assets and (liabilities) measured at fair value on a recurring basis, aggregated by the level in the fair value hierarchy within which those measurements fall, are as follows (in thousands): | |||||||||||||||||
Fair Value Measurements Using | |||||||||||||||||
Total | Quoted Prices in | Significant | Significant | ||||||||||||||
Fair | Active Markets | Other | Unobservable | ||||||||||||||
Value | for Identical | Observable Inputs | Inputs (Level 3) | ||||||||||||||
(Liabilities) | (Level 2) | ||||||||||||||||
Assets (Level 1) | |||||||||||||||||
Interest rate swap at: | |||||||||||||||||
March 31, 2014 | $ | (859 | ) | $ | — | $ | (859 | ) | $ | — | |||||||
December 31, 2013 | 1,007 | — | 1,007 | — | |||||||||||||
Financial_Instruments_Tables
Financial Instruments (Tables) | 3 Months Ended | |||||||||
Mar. 31, 2014 | ||||||||||
Investments, All Other Investments [Abstract] | ' | |||||||||
Schedule of Cash Flow Hedging Instruments, Statements of Financial Performance and Financial Position, Location | ' | |||||||||
A summary of the fair value of Brookfield DTLA’s derivative financial instruments is as follows (in thousands): | ||||||||||
Fair Value | ||||||||||
March 31, 2014 | December 31, 2013 | |||||||||
Derivatives designated as cash flow hedging | ||||||||||
instruments: | ||||||||||
Interest rate swap (liability) asset | $ | (859 | ) | $ | 1,007 | |||||
The interest rate swap liability as of March 31, 2014 is included in accounts payable and other liabilities in the condensed consolidated balance sheet, while the interest rate swap asset as of December 31, 2013 is included in prepaid and other assets in the condensed consolidated balance sheet. | ||||||||||
Schedule of Cash Flow Hedges Included in Accumulated Other Comprehensive Income (Loss) | ' | |||||||||
A summary of the effect of derivative financial instruments reported in the condensed consolidated and combined financial statements is as follows (in thousands): | ||||||||||
Amount of (Loss) | Amount of Gain/(Loss) | |||||||||
Recognized in AOCL | Reclassified from | |||||||||
AOCL to Statement | ||||||||||
of Operations | ||||||||||
Derivatives designated as cash flow hedging instruments: | ||||||||||
Interest rate swap for the three months ended: | ||||||||||
March 31, 2014 | $ | (1,866 | ) | $ | — | |||||
31-Mar-13 | — | — | ||||||||
Schedule of Interest Rate Derivatives | ' | |||||||||
Brookfield DTLA holds interest rate caps pursuant to the terms of certain of its mortgage loan agreements with the following notional amounts (in thousands): | ||||||||||
March 31, 2014 | December 31, 2013 | |||||||||
Wells Fargo Center–South Tower | $ | 290,000 | $ | 290,000 | ||||||
777 Tower | 200,000 | 200,000 | ||||||||
$ | 490,000 | $ | 490,000 | |||||||
The fair value of our interest rate caps was $1.2 million and $1.6 million as of March 31, 2014 and December 31, 2013, respectively. | ||||||||||
Fair Value, Liabilities Measured on Recurring Basis | ' | |||||||||
The estimated fair value and carrying amount of Brookfield DTLA’s mortgage loans are as follows (in thousands): | ||||||||||
March 31, 2014 | December 31, 2013 | |||||||||
Estimated fair value | $ | 1,888,712 | $ | 1,890,436 | ||||||
Carrying amount | 1,885,686 | 1,885,605 | ||||||||
We calculated the estimated fair value of our mortgage loans by discounting the future contractual cash flows of the loans using current risk adjusted rates available to borrowers with similar credit ratings. The estimated fair value of mortgage loans is classified as Level 3. |
Related_Party_Transactions_Tab
Related Party Transactions (Tables) | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Related Party Transactions [Abstract] | ' | |||||||
Schedule of Related Party Transactions | ' | |||||||
A summary of costs incurred by Brookfield DTLA and the Predecessor Entities under these arrangements is as follows (in thousands): | ||||||||
For the Three Months Ended | ||||||||
March 31, 2014 | March 31, 2013 | |||||||
Management fees expense | $ | 3,386 | $ | 643 | ||||
General, administrative and reimbursable expenses | 701 | 287 | ||||||
Leasing and construction management fees | 672 | 436 | ||||||
A summary of costs incurred by the Predecessor Entities under this arrangement is as follows (in thousands): | ||||||||
For the Three Months Ended | ||||||||
March 31, 2014 | March 31, 2013 | |||||||
Insurance expense | $ | 1,304 | $ | 1,212 | ||||
Organization_and_Description_o1
Organization and Description of Business (Details) (USD $) | 0 Months Ended | 3 Months Ended | 12 Months Ended | 0 Months Ended | |||
Oct. 13, 2013 | Oct. 13, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Oct. 15, 2013 | Oct. 15, 2013 | Oct. 15, 2013 | |
333 South Hope and EYP Realty | TRZ Holdings IV LLC | Series A Preferred Stock | Series A Preferred Stock | Common Stock | MPG Preferred Stock [Member] | MPG Preferred Stock [Member] | |
TRZ Holdings IV LLC | BPO | MPG Office Trust, Inc. | MPG Office Trust, Inc. | ||||
Organization and Description of Business [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Preferred stock Dividend Rate | ' | ' | 7.63% | 7.63% | ' | 7.63% | ' |
Percentage Ownership | 100.00% | 84.00% | ' | ' | ' | ' | ' |
Business Acquisition, Share Price | ' | ' | ' | ' | $3.15 | ' | ' |
Tender Offer, Price Per Share | ' | ' | ' | ' | ' | ' | $25 |
Shares Repurchased in Tender Offer | ' | ' | ' | ' | ' | ' | 372,901 |
Basis_of_Presentation_Details
Basis of Presentation (Details) (USD $) | 3 Months Ended | ||
Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | |
Accounting Policies [Abstract] | ' | ' | ' |
Income tax expense | $0 | $0 | ' |
Unrecognized tax benefits | $0 | ' | $0 |
Rents_Deferred_Rents_and_Other2
Rents, Deferred Rents and Other Receivables, Net (Details) (USD $) | 3 Months Ended | ||
Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | |
Receivables [Abstract] | ' | ' | ' |
Allowance for doubtful accounts | $78,000 | ' | $357,000 |
Accumulated amortization of tenant inducements | 2,925,000 | ' | 2,669,000 |
Provision for doubtful accounts | $0 | $0 | ' |
Intangible_Assets_and_Liabilit2
Intangible Assets and Liabilities (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Acquired Finite-Lived Intangible Assets and Liabilities [Line Items] | ' | ' |
Intangible assets, gross | $195,541 | $195,541 |
Accumulated amortization | -48,353 | -38,453 |
Intangible assets, net | 147,188 | 157,088 |
Intangible liabilities, gross | 76,438 | 76,438 |
Accumulated amortization | -32,238 | -31,637 |
Intangible liabilities, net | 44,200 | 44,801 |
In-place leases | ' | ' |
Acquired Finite-Lived Intangible Assets and Liabilities [Line Items] | ' | ' |
Intangible assets, gross | 110,380 | 110,380 |
Intangible assets, net | 92,293 | ' |
Tenant relationships | ' | ' |
Acquired Finite-Lived Intangible Assets and Liabilities [Line Items] | ' | ' |
Intangible assets, gross | 46,248 | 46,248 |
Above-market leases | ' | ' |
Acquired Finite-Lived Intangible Assets and Liabilities [Line Items] | ' | ' |
Intangible assets, gross | $38,913 | $38,913 |
Intangible_Assets_and_Liabilit3
Intangible Assets and Liabilities - Amortization Expense and Rental Income (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Rental income | ' | ' |
Acquired Indefinite-lived Intangible Assets and Liabilities [Line Items] | ' | ' |
Amortization of Intangible Assets | $653 | $501 |
Depreciation and amortization expense | ' | ' |
Acquired Indefinite-lived Intangible Assets and Liabilities [Line Items] | ' | ' |
Amortization of Intangible Assets | $8,324 | $1,358 |
Intangible_Assets_and_Liabilit4
Intangible Assets and Liabilities - Future Amortization Expense (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | ' | ' |
Intangible assets, net | $147,188 | $157,088 |
Below Market Lease, Net, Amortization Income, Fiscal Year Maturity [Abstract] | ' | ' |
2014 | 6,048 | ' |
2015 | 7,112 | ' |
2016 | 6,433 | ' |
2017 | 5,855 | ' |
2018 | 4,081 | ' |
Thereafter | 14,671 | ' |
Intangible liabilities, net | 44,200 | 44,801 |
In-Place Leases | ' | ' |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | ' | ' |
2014 | 17,945 | ' |
2015 | 18,425 | ' |
2016 | 15,351 | ' |
2017 | 9,484 | ' |
2018 | 6,829 | ' |
Thereafter | 24,259 | ' |
Intangible assets, net | 92,293 | ' |
Other Intangible Assets | ' | ' |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | ' | ' |
2014 | 8,430 | ' |
2015 | 9,733 | ' |
2016 | 8,597 | ' |
2017 | 5,794 | ' |
2018 | 4,901 | ' |
Thereafter | 17,440 | ' |
Intangible assets, net | $54,895 | ' |
Deferred_Charges_Net_Details
Deferred Charges, Net (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ' | ' |
Accumulated amortization of leasing costs | $20,607 | $17,914 |
Accumulated amortization of deferred financing costs | $470 | $152 |
Mortgage_Loans_Mortgage_Loans_
Mortgage Loans - Mortgage Loans (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | ||||||
In Thousands, unless otherwise specified | Variable Rate Debt | Variable Rate Debt | Floating Rate Debt | Floating Rate Debt | Fixed Rate Debt | Fixed Rate Debt | Wells Fargo Center - South Tower | Wells Fargo Center - South Tower | Wells Fargo Center - South Tower | 777 Tower | 777 Tower | 777 Tower | EY Plaza | EY Plaza | EY Plaza | Wells Fargo Center - North Tower | Wells Fargo Center - North Tower | Gas Company Tower | Gas Company Tower | BOA Plaza | BOA Plaza | BOA Plaza | BOA Plaza | ||||||||
Variable Rate Debt | Variable Rate Debt | Variable Rate Debt | Variable Rate Debt | Variable Rate Debt | Variable Rate Debt | Floating Rate Debt | Floating Rate Debt | Floating Rate Debt | Fixed Rate Debt | Fixed Rate Debt | Fixed Rate Debt | Fixed Rate Debt | Fixed Rate Debt | Fixed Rate Debt | Fixed Rate Debt | Fixed Rate Debt | |||||||||||||||
LIBOR | LIBOR | LIBOR | |||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||
Interest Rate | ' | ' | ' | ' | ' | ' | ' | ' | 1.96% | [1] | ' | ' | 1.86% | [2] | ' | ' | 3.93% | [3] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Interest Rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5.70% | ' | 5.10% | ' | 5.06% | ' | 6.26% | ' | ||||||
Carrying amount | $1,896,319 | $1,897,512 | $490,000 | $490,000 | $675,000 | $675,000 | $1,221,319 | $1,222,512 | $290,000 | [1] | $290,000 | [1] | ' | $200,000 | [2] | $200,000 | [2] | ' | $185,000 | [3] | $185,000 | [3] | ' | $550,000 | $550,000 | $458,000 | $458,000 | $169,245 | $170,191 | $44,074 | $44,321 |
Debt discounts | -10,633 | -11,907 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||
Total debt, net | $1,885,686 | $1,885,605 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||
Basis spread on variable rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.80% | ' | ' | 1.70% | ' | ' | 1.75% | ' | ' | ' | ' | ' | ' | ' | ' | ||||||
Fixed interest rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2.18% | ' | ' | ' | ' | ' | ' | ' | ' | ||||||
Cap interest rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4.75% | ' | ' | 5.75% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||
[1] | This loan bears interest at LIBOR plus 1.80%. As required by the loan agreement, we have entered into an interest rate cap agreement that limits the LIBOR portion of the interest rate to 4.75%. | ||||||||||||||||||||||||||||||
[2] | This loan bears interest at LIBOR plus 1.70%. As required by the loan agreement, we have entered into an interest rate cap agreement that limits the LIBOR portion of the interest rate to 5.75%. | ||||||||||||||||||||||||||||||
[3] | This loan bears interest at LIBOR plus 1.75%. As required by the loan agreement, we have entered into an interest rate swap agreement to hedge this loan, which effectively fixes the LIBOR portion of the interest rate at 2.178%. The effective interest rate of 3.93% includes interest on the swap. |
Mortgage_Loans_Maturities_of_D
Mortgage Loans - Maturities of Debt (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Debt Disclosure [Abstract] | ' | ' |
2014 | $213,319 | ' |
2015 | 311 | ' |
2016 | 751,831 | ' |
2017 | 554,026 | ' |
2018 | 204,232 | ' |
Thereafter | 172,600 | ' |
Total | $1,896,319 | $1,897,512 |
Mortgage_Loans_Details
Mortgage Loans (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Oct. 15, 2013 | Dec. 31, 2013 | Apr. 08, 2014 | Mar. 31, 2014 | Dec. 31, 2013 |
Face value | Fixed Rate Debt | Fixed Rate Debt | Fixed Rate Debt | Fixed Rate Debt | Fixed Rate Debt | Fixed Rate Debt | Fixed Rate Debt | Fixed Rate Debt | Fixed Rate Debt | |||
Wells Fargo Center - North Tower | Wells Fargo Center - North Tower | Wells Fargo Center - North Tower | Wells Fargo Center - North Tower | Wells Fargo Center - North Tower | Gas Company Tower | Gas Company Tower | ||||||
Restricted Cash | Restricted Cash | |||||||||||
Subsequent Event | ||||||||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Prepayment amount without penalty | $185,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amount available to be defeased | 671,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Prepayment amount with penalty or available to be defeased | 550,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Prepaid with penalties | 290,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amount unavailable for prepayment | 200,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Collateral reserve held by lender | ' | ' | ' | ' | ' | ' | ' | 10,000,000 | 5,000,000 | 1,250,000 | ' | ' |
Semiannual collateral reserve payment | ' | ' | ' | ' | ' | 1,250,000 | ' | ' | ' | ' | ' | ' |
Remaining collateral reserve payments | ' | ' | ' | ' | ' | 3,750,000 | ' | ' | ' | ' | ' | ' |
Carrying amount | $1,896,319,000 | $1,897,512,000 | $1,900,000,000 | $1,221,319,000 | $1,222,512,000 | $550,000,000 | $550,000,000 | ' | ' | ' | $458,000,000 | $458,000,000 |
Debt service coverage ratio | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.92 | ' |
Debt service coverage ratio with 30 year amortization schedule | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.73 | ' |
Debt service coverage ratio, minimum | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1 | ' |
Mezzanine_Equity_Details
Mezzanine Equity (Details) (USD $) | 3 Months Ended | 3 Months Ended | 0 Months Ended | 3 Months Ended | |||||||||
Mar. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Oct. 15, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 21, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | |
Series A Preferred Stock | Series A Preferred Stock | Series A Preferred Stock | Series A Preferred Stock | Series A Preferred Stock | Series A Preferred Stock | Series A Preferred Stock | Series A-1 Preferred Interest | Series A-1 Preferred Interest | Senior Participating Preferred Interest | Senior Participating Preferred Interest | Senior Participating Preferred Interest | ||
MPG Office Trust, Inc. | Third party issuance | Third party issuance | Brookfield DTLA Holdings LLC | Brookfield DTLA Holdings LLC | |||||||||
Class of Stock [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Series A Preferred Stock, shares outstanding | ' | 9,730,370 | 9,730,370 | ' | 9,357,469 | 9,357,469 | 372,901 | 372,901 | ' | ' | ' | ' | ' |
Series A Preferred Stock, shares issued | ' | 9,730,370 | 9,730,370 | 9,730,370 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business Acquisition, Share Price, Fair Value | ' | ' | ' | $26 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred stock dividends declared | ' | $0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred stock, dividends rate | ' | $1.91 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred stock, amount of preferred dividends in arrears | ' | $100,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Temporary Equity, Redemption Value | ' | 343,738,000 | 339,101,000 | ' | ' | ' | ' | ' | 318,961,000 | 314,658,000 | ' | 192,111,000 | 257,780,000 |
Preferred stock, liquidation preference, per share | ' | $25 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Temporary Equity, Liquidation Value | ' | ' | ' | ' | ' | ' | ' | ' | 225,700,000 | ' | ' | ' | ' |
Temporary equity, fair value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 191,800,000 | ' |
Temporary Equity, Accretion to Redemption Value | ' | ' | ' | ' | ' | ' | ' | ' | 93,300,000 | ' | ' | 300,000 | ' |
Distributions to noncontrolling interests | 2,277,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 70,000,000 | ' | ' |
Payments of dividends to noncontrolling interest | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7,300,000 | ' | ' |
Other payment to noncontrolling interest | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $62,700,000 | ' | ' |
Mezzanine_Equity_Mezzanine_Equ1
Mezzanine Equity - Mezzanine Equity Rollforward (Details) (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Increase (Decrease) in Temporary Equity [Roll Forward] | ' | ' |
Balance, December 31, 2013 | $911,539,000 | ' |
Current dividends | 13,073,000 | ' |
Redemption measurement adjustment | 198,000 | ' |
Cash distribution | -70,000,000 | ' |
Balance, March 31, 2014 | 854,810,000 | ' |
Series A Preferred Stock | ' | ' |
Increase (Decrease) in Temporary Equity [Roll Forward] | ' | ' |
Balance, December 31, 2013 (in shares) | 9,730,370 | ' |
Balance, December 31, 2013 | 339,101,000 | ' |
Current dividends | 4,637,000 | 0 |
Balance, March 31, 2014 (in shares) | 9,730,370 | ' |
Balance, March 31, 2014 | 343,738,000 | ' |
Series A-1 Preferred Interest | ' | ' |
Increase (Decrease) in Temporary Equity [Roll Forward] | ' | ' |
Balance, December 31, 2013 | 314,658,193 | ' |
Current dividends | 4,303,000 | 0 |
Balance, March 31, 2014 | 318,961,000 | ' |
Senior Participating Preferred Interest | ' | ' |
Increase (Decrease) in Temporary Equity [Roll Forward] | ' | ' |
Balance, December 31, 2013 | 257,780,000 | ' |
Current dividends | 4,133,000 | 0 |
Redemption measurement adjustment | 198,000 | 0 |
Cash distribution | -70,000,000 | ' |
Balance, March 31, 2014 | $192,111,000 | ' |
Accumulated_Other_Comprehensiv2
Accumulated Other Comprehensive Loss (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 |
In Thousands, unless otherwise specified | Accumulated Other Comprehensive Income (Loss) | Accumulated Other Comprehensive Income (Loss) | ||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ' | ' | ' | ' |
Balance at beginning of period | ($409) | $480 | $1,007 | $0 |
Other comprehensive loss before reclassifications | ' | ' | -1,866 | 0 |
Amounts reclassified from accumulated other comprehensive loss | ' | ' | 0 | 0 |
Net current-period other comprehensive loss | ' | ' | -1,866 | 0 |
Balance at end of period | ($409) | $480 | ($859) | $0 |
Fair_Value_Measurements_Recurr
Fair Value Measurements - Recurring (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Total Fair Value | ' | ' |
Fair Value, Assets Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Interest rate swap at period end | ($859) | ' |
Interest rate swap at period end | ' | 1,007 |
Quoted Prices in Active Markets for Identical (Liabilities) Assets (Level 1) | ' | ' |
Fair Value, Assets Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Interest rate swap at period end | 0 | ' |
Interest rate swap at period end | ' | 0 |
Significant Other Observable Inputs (Level 2) | ' | ' |
Fair Value, Assets Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Interest rate swap at period end | -859 | ' |
Interest rate swap at period end | ' | 1,007 |
Significant Unobservable Inputs (Level 3) | ' | ' |
Fair Value, Assets Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Interest rate swap at period end | 0 | ' |
Interest rate swap at period end | ' | $0 |
Financial_Instruments_Cash_Flo
Financial Instruments - Cash Flow Hedge, Balance Sheet Location (Details) (Fair Value, Measurements, Recurring, Interest Rate Swap, Designated as Hedging Instrument, USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Fair Value, Measurements, Recurring | Interest Rate Swap | Designated as Hedging Instrument | ' | ' |
Derivatives, Fair Value [Line Items] | ' | ' |
Interest rate swap (liability) asset | ($859) | $1,007 |
Financial_Instruments_Cash_Flo1
Financial Instruments - Cash Flow Hedges Reported in AOCL (Details) (Interest Rate Swap, USD $) | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 |
In Thousands, unless otherwise specified | EY Plaza | EY Plaza | Cash Flow Hedging | Cash Flow Hedging | Cash Flow Hedging | Cash Flow Hedging |
Interest Expense | Interest Expense | |||||
Derivative [Line Items] | ' | ' | ' | ' | ' | ' |
Amount of (Loss) Recognized in AOCL | ' | ' | ($1,866) | $0 | ' | ' |
Amount of Gain/(Loss) Reclassified from AOCL to Statement of Operations | ' | ' | ' | ' | 0 | 0 |
Notional amount | $185,000 | $185,000 | ' | ' | ' | ' |
Financial_Instruments_Interest
Financial Instruments - Interest Rate Derivatives (Details) (Interest Rate Cap, USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
Derivative Instruments, Gain (Loss) [Line Items] | ' | ' |
Notional amount | $490,000,000 | $490,000,000 |
Fair value | 1,200,000 | 1,600,000 |
Wells Fargo Center - South Tower | ' | ' |
Derivative Instruments, Gain (Loss) [Line Items] | ' | ' |
Notional amount | 290,000,000 | 290,000,000 |
777 Tower | ' | ' |
Derivative Instruments, Gain (Loss) [Line Items] | ' | ' |
Notional amount | $200,000,000 | $200,000,000 |
Financial_Instruments_Fair_Val
Financial Instruments - Fair Value, Liabilities Measured on Recurring Basis (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Carrying amount | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Mortgage loans | $1,885,686 | $1,885,605 |
Significant Unobservable Inputs (Level 3) | Estimated fair value | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Mortgage loans | $1,888,712 | $1,890,436 |
Related_Party_Transactions_Nar
Related Party Transactions Narrative (Details) (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Oct. 11, 2013 | |
Real Estate Properties [Line Items] | ' | ' |
Property management fee, percent | 3.00% | ' |
BOA and EY Plaza | ' | ' |
Real Estate Properties [Line Items] | ' | ' |
Real estate insurance, business interruption coverage per occurrence | $2,500,000,000 | ' |
Real estate insurance, terrorism insurance aggregate coverage | 4,000,000,000 | ' |
Real estate insurance, earthquake insurance aggregate limit | 300,000,000 | ' |
MPG Properties | ' | ' |
Real Estate Properties [Line Items] | ' | ' |
Real estate insurance, terrorism insurance aggregate coverage | 1,250,000,000 | ' |
Real estate insurance, earthquake insurance aggregate limit | 130,000,000 | ' |
Real estate insurance, business interruption insurance aggregate limit | 1,250,000,000 | ' |
Promissory Note to BOP Management, Inc. | ' | ' |
Real Estate Properties [Line Items] | ' | ' |
Face amount | ' | 25,000,000 |
Interest Rate | ' | 3.25% |
Interest expense | $200,000 | ' |
Related_Party_Transactions_Sum
Related Party Transactions Summary of Costs Incurred (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Management fees expense | ' | ' |
Related Party Transaction [Line Items] | ' | ' |
Related party transaction expenses | $3,386 | $643 |
General, administrative and reimbursable expenses | ' | ' |
Related Party Transaction [Line Items] | ' | ' |
Related party transaction expenses | 701 | 287 |
Leasing and construction management fees | ' | ' |
Related Party Transaction [Line Items] | ' | ' |
Related party transaction expenses | 672 | 436 |
Insurance expense | ' | ' |
Related Party Transaction [Line Items] | ' | ' |
Related party transaction expenses | $1,304 | $1,212 |
Commitments_and_Contingencies_
Commitments and Contingencies - Litigation (Details) (Amount of stipulated settlement, USD $) | 0 Months Ended | |
Apr. 24, 2013 | Mar. 31, 2014 | |
lawsuit | Maximum | |
Loss Contingencies [Line Items] | ' | ' |
Number of claims filed | 7 | ' |
Stipulated litigation settlement amount | ' | $475,000 |