Mortgage Loans | Mortgage Loans Brookfield DTLA’s debt is as follows (in thousands, except percentage amounts): Contractual Maturity Date Principal Amount as of Interest Rate June 30, 2018 December 31, 2017 Floating-Rate Debt Variable-Rate Loans: Wells Fargo Center–North Tower (1) 4/9/2019 4.32 % $ 370,000 $ 370,000 Wells Fargo Center–North Tower (2) 4/9/2019 7.32 % 55,000 55,000 Wells Fargo Center–North Tower (3) 4/9/2019 9.07 % 45,000 45,000 Wells Fargo Center–South Tower (4) 12/6/2018 5.71 % 250,000 250,000 777 Tower (5) 11/1/2018 4.17 % 220,000 220,000 EY Plaza (6) 11/27/2020 6.53 % 35,000 — Total variable-rate loans 975,000 940,000 Variable-Rate Swapped to Fixed-Rate Loan: EY Plaza (7) 11/27/2020 3.90 % 230,000 — Total floating-rate debt 1,205,000 940,000 Fixed-Rate Debt: BOA Plaza 9/1/2024 4.05 % 400,000 400,000 Gas Company Tower 8/6/2021 3.47 % 319,000 319,000 Gas Company Tower 8/6/2021 6.50 % 131,000 131,000 Figueroa at 7th 3/1/2023 3.88 % 58,500 — Total fixed-rate debt 908,500 850,000 Debt Refinanced: EY Plaza — 176,831 Figueroa at 7th — 35,000 Total debt refinanced — 211,831 Total debt 2,113,500 2,001,831 Less: unamortized debt issuance costs 7,912 10,139 Total debt, net $ 2,105,588 $ 1,991,692 __________ (1) This loan bears interest at LIBOR plus 2.25% . 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 2.75% . Brookfield DTLA has three options to extend the maturity date of the loan, each for a period of one year, subject to meeting certain debt yield amounts (as specified in the loan agreement). (2) This loan bears interest at LIBOR plus 5.25% . 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 2.75% . Brookfield DTLA has three options to extend the maturity date of the loan, each for a period of one year, subject to meeting certain debt yield amounts (as specified in the loan agreement). (3) This loan bears interest at LIBOR plus 7.00% . 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 2.75% . Brookfield DTLA has three options to extend the maturity date of the loan, each for a period of one year, subject to meeting certain debt yield amounts (as specified in the loan agreement). (4) This loan bears interest at LIBOR plus 3.69% . 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 3.00% . Brookfield DTLA has three options to extend the maturity date of the loan, each for a period of one year, subject to meeting certain debt yield amounts (as specified in the loan agreement). As of June 30, 2018 , a maximum future advance amount of $20.0 million is available under this loan that can be drawn by the Company to fund approved leasing costs (as defined in the underlying loan agreement), including tenant improvements, leasing commissions and capital expenditures. (5) This loan bears interest at LIBOR plus 2.18% . 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% . Brookfield DTLA has two options to extend the maturity date of the loan, each for a period of one year, subject to meeting certain debt yield amounts and loan to value ratios (as specified in the loan agreement). As of June 30, 2018 , we do not meet the criteria specified in the loan agreement to extend this loan on its contractual maturity date. See “—Debt Maturities—777 Tower” below. (6) This loan bears interest at LIBOR plus 4.55% . 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 3.50% . (7) This loan bears interest at LIBOR plus 1.65% . As required by the loan agreement, we have entered into interest rate swap agreements to hedge this loan, which effectively fix the LIBOR portion of the interest rate at 2.25% . The effective interest rate of 3.90% includes interest on the swaps. Debt Refinanced Figueroa at 7th— On February 6, 2018 , Brookfield DTLA refinanced the mortgage loan secured by the Figueroa at 7th retail property and received net proceeds totaling $58.0 million , of which $35.0 million was used to repay the mortgage loan that previously encumbered the property, with the remainder used for general corporate purposes. The new $58.5 million loan bears interest at a fixed rate equal to 3.88% , requires the payment of interest-only until maturity, and matures on March 1, 2023 . The loan is locked out from prepayment until March 1, 2020 , after which it can be prepaid, in whole or in part, with prepayment fees (as defined in the underlying loan agreement) until November 1, 2022 , after which the loan may be repaid without penalty. EY Plaza— On March 29, 2018 , Brookfield DTLA refinanced the mortgage loan secured by the EY Plaza office property and received net proceeds totaling $263.6 million , of which $175.8 million was used to repay the mortgage loan that previously encumbered the property, with the remainder to be used for general corporate purposes. The new $265.0 million loan is comprised of a $230.0 million mortgage loan and a $35.0 million mezzanine loan, each of which bears interest at variable rates equal to LIBOR plus 1.65% and 4.55% , respectively, requires the payment of interest-only until maturity, and matures on November 27, 2020 . The mortgage loan can be prepaid, in whole or in part, with prepayment fees (as defined in the underlying loan agreement) and payment of early termination fees to the counterparties to the interest rate swap agreements, as long as the mezzanine loan has been repaid in full prior to any prepayment of the mortgage loan. As required by the mortgage and mezzanine loan agreements, on March 29, 2018 the Company entered into derivative financial instruments to manage the risk of fluctuations in interest rates on its condensed consolidated statement of operations. See Note 13 “Financial Instruments.” Debt Maturities As Brookfield DTLA’s debt matures, principal payment obligations present significant future cash requirements. As of June 30, 2018 , our debt to be repaid during the remainder of 2018 , the next four years and thereafter is as follows (in thousands): 2018 $ 470,000 2019 470,000 2020 265,000 2021 450,000 2022 — Thereafter 458,500 $ 2,113,500 As of June 30, 2018 , $601.0 million of our debt may be prepaid without penalty, $400.0 million may be defeased (as defined in the underlying loan agreement), $1,054.0 million may be prepaid with prepayment penalties, and $58.5 million is locked out from prepayment until March 1, 2020 . 777 Tower— Brookfield DTLA currently intends to extend the $220.0 million mortgage loan secured by 777 Tower on or about its November 1, 2018 maturity date. The Company has two options to extend the maturity date of this loan, each for a period of one year, subject to meeting certain debt yield amounts and loan to value ratios (as specified in the loan agreement). As of June 30, 2018 , we do not meet the criteria specified in the loan agreement to extend this loan on its contractual maturity date. We are in discussions with the lender to extend the maturity date of this loan for one year, and the Company does not expect to make a principal paydown when the loan is extended (based on current market conditions). Wells Fargo Center–South Tower— Brookfield DTLA currently intends to extend or refinance the $250.0 million mortgage loan secured by Wells Fargo Center–South Tower on or about its December 6, 2018 maturity date. The Company has three options to extend the maturity date of this loan, each for a period of one year, subject to meeting certain debt yield amounts (as specified in the loan agreement). As of June 30, 2018 , we meet the criteria specified in the loan agreement to extend the maturity date of this loan for one year. Non-Recourse Carve Out Guarantees All of Brookfield DTLA’s $2.1 billion of mortgage debt is subject to “non-recourse carve out” guarantees that expire upon elimination of the underlying loan obligations. In connection with all of these loans, Brookfield DTLA entered into “non-recourse carve out” guarantees, which provide for these otherwise non-recourse loans to become partially or fully recourse against DTLA Holdings or one of its subsidiaries, if certain triggering events (as defined in the loan agreements) occur. 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 June 30, 2018 and were in compliance with the amounts required by the loan agreements. |