Mezzanine Equity | Mezzanine Equity A summary of the change in mezzanine equity is as follows: Number of Series A Noncontrolling Interests Total Series A-1 Senior Series B Balance, December 31, 2020 9,730,370 $ 447,028 $ 435,242 $ 20,413 $ 198,827 $ 1,101,510 Issuance of Series B preferred interest 2,600 2,600 Dividends 4,637 4,637 Preferred returns 4,303 4,282 8,585 Redemption measurement adjustments 601 601 Contributions from noncontrolling 171 171 Repurchases of noncontrolling interests (16,156) (16,156) Distributions to noncontrolling interests (242) (4,244) (4,486) Balance, March 31, 2021 9,730,370 451,665 439,545 20,943 185,309 1,097,462 Issuance of Series B preferred interest 3,400 3,400 Dividends 4,638 4,638 Preferred returns 4,302 4,146 8,448 Redemption measurement adjustments 299 299 Contributions from noncontrolling — — Repurchases of noncontrolling interests (11,117) (11,117) Distributions to noncontrolling interests (304) (4,283) (4,587) Balance, June 30, 2021 9,730,370 456,303 443,847 20,938 177,455 1,098,543 Issuance of Series B preferred interest — — Dividends 4,637 4,637 Preferred returns 4,303 3,896 8,199 Redemption measurement adjustments (325) (325) Contributions from noncontrolling 83 83 Repurchases of noncontrolling interests (10,255) (10,255) Distributions to noncontrolling interests (154) (4,145) (4,299) Balance, September 30, 2021 9,730,370 $ 460,940 $ 448,150 $ 20,542 $ 166,951 $ 1,096,583 Number of Series A Noncontrolling Interests Total Series A-1 Senior Series B Balance, December 31, 2019 9,730,370 $ 428,480 $ 418,029 $ 22,362 $ 185,352 $ 1,054,223 Issuance of Series B preferred interest 7,800 7,800 Dividends 4,637 4,637 Preferred returns 4,303 4,208 8,511 Redemption measurement adjustments (225) (225) Contributions from noncontrolling — — Repurchases of noncontrolling interests (6,869) (6,869) Distributions to noncontrolling interests (263) (4,401) (4,664) Balance, March 31, 2020 9,730,370 433,117 422,332 21,874 186,090 1,063,413 Issuance of Series B preferred interest 17,350 17,350 Dividends 4,637 4,637 Preferred returns 4,303 4,567 8,870 Redemption measurement adjustments (2,081) (2,081) Contributions from noncontrolling 302 302 Repurchases of noncontrolling interests — — Distributions to noncontrolling interests (45) (3,500) (3,545) Balance, June 30, 2020 9,730,370 437,754 426,635 20,050 204,507 1,088,946 Issuance of Series B preferred interest — — Dividends 4,637 4,637 Preferred returns 4,303 4,689 8,992 Redemption measurement adjustments (37) (37) Contributions from noncontrolling 138 138 Repurchases of noncontrolling interests (6,638) (6,638) Distributions to noncontrolling interests (751) (5,275) (6,026) Balance, September 30, 2020 9,730,370 $ 442,391 $ 430,938 $ 19,400 $ 197,283 $ 1,090,012 During the nine months ended September 30, 2021 and 2020, the Company used cash received from the issuance of the Series B preferred interest for capital expenditures and leasing costs. During the three and nine months ended September 30, 2021, repurchases of and distributions to noncontrolling interests were made using the excess operating cash flows generated from properties. During the three months ended September 30, 2020, repurchases of and distributions to noncontrolling interests were made using the excess cash from upsized refinancing of the loans secured by EY Plaza in September 2020. During the six months ended June 30, 2020, repurchases of and distributions to noncontrolling interests were made mainly using the excess cash from upsized refinancing of the loans secured by 777 Tower in October 2019, as well as operating cash flows generated from other properties. Series A Preferred Stock As of September 30, 2021, the Series A preferred stock is reported at its redemption value of $460.9 million calculated using the redemption price of $243.3 million plus $217.7 million of accumulated and unpaid dividends on such Series A preferred stock through September 30, 2021. No dividends were declared on the Series A preferred stock during the three and nine months ended September 30, 2021 and 2020. Dividends on the Series A preferred stock are cumulative, and therefore, will continue to accrue at an annual rate of $1.90625 per share. The Series A preferred stock does not have a stated maturity and is not subject to any sinking fund or mandatory redemption provision. We may, at our option, redeem the Series A preferred stock, in whole or in part, for $25.00 per share, plus all accumulated and unpaid dividends on such Series A preferred stock up to and including the redemption date. There is no commitment or obligation on the part of Brookfield DTLA or DTLA Holdings to redeem the Series A preferred stock. The Series A preferred stock is not convertible into or exchangeable for any other property or securities of Brookfield DTLA. Noncontrolling Interests There is no commitment or obligation on the part of Brookfield DTLA or DTLA Holdings to redeem the Preferred Interests. Series A-1 Preferred Interest As of September 30, 2021, the Series A-1 preferred interest is reported at its redemption value of $448.2 million calculated using its liquidation value of $225.7 million plus $222.4 million of unpaid interest through September 30, 2021. Interest earned on the Series A-1 preferred interest is cumulative and accrues at an annual rate of 7.625%. Senior Participating Preferred Interest As of September 30, 2021, the senior participating preferred interest is reported at its redemption value of $20.5 million using the 4.0% participating interest in the residual value of BOA Plaza, EY Plaza and FIGat7th upon disposition or liquidation. Series B Preferred Interest As of September 30, 2021, the Series B preferred interest is reported at its redemption value of $167.0 million calculated using its liquidation value of $163.1 million plus $3.9 million of unpaid preferred returns on such Series B preferred interest through September 30, 2021. Brookfield DTLA is entitled to receive a market rate of return on its contributions, currently 9.0% as of September 30, 2021. Distribution Waterfall Brookfield DTLA may, at its discretion, distribute all or a portion of its available cash (as defined in the limited liability company agreement of Fund II) in the following priority: (1) First to: Series B preferred interest unpaid preferred return Second to: Series B preferred interest unreturned preferred capital Third, proportionally in respect of Series A preferred interest unpaid preferred return (2) Series A-1 preferred interest unpaid preferred return (3) Fourth, proportionally in respect Series A preferred interest unreturned capital Series A-1 preferred interest unreturned capital (3) And fifth to: Common interests to Brookfield DTLA and DTLA Holdings (5) __________ (1) Cash available to Fund II arises from its interests in its investments. Fund II owns indirectly all of the interests in Gas Company Tower, Wells Fargo Center–South Tower, Wells Fargo Center–North Tower, 777 Tower and an interest in the 755 South Figueroa development site which will decrease as capital is called to fund the development. See Note 1 “Organization and Description of Business” . In addition, Fund II owns 96% indirectly of the interests in EY Plaza, FIGat7th and BOA Plaza (the “Fund III Assets”). DTLA Holdings owns the remaining 4% interest in the Fund III Assets. The amounts due to DTLA Holdings on the senior participating preferred interest for its preferred return and unreturned capital in Fund III were fully paid as of December 31, 2015. All of Fund II’s interests in these assets are subject to certain REIT accommodation preferred interests. This waterfall may be effected by future equity issuances in respect of Fund II, Fund III, Fund IV, or their subsidiaries, and are subject to all of the indebtedness of the entities. (2) The Fund II Series A preferred interest is comprised of two parts, one is a preferred component with the analogous economic terms as the Company’s Series A Preferred Stock and a common component, which is junior to the preferred component of the Series A interest on analogous terms to the relationship between the Company’s Series A Preferred Stock and Common Stock. The Series A preferred interest is junior to the Fund II Series B preferred interest. See Note 8 “Noncontrolling Interests — Series B Preferred Interest” . Amounts paid in respect of the Fund II’s Series A preferred interest are generally available upon distribution to the Company for further distribution in respect of the Company’s Series A Preferred Stock, and, when and if distributed in respect of the Series A Preferred Stock, will be distributed first to accumulated and unpaid dividends and to reduce its unreturned liquidation capital. (3) DTLA Holdings in its capacity as the holder of the Series A-1 preferred interest can waive receipt of distributions that would otherwise be made to it in respect of the Series A-1 preferred interest and such amounts shall be paid instead to the Series A preferred interest or as otherwise provided by the subsequent provisions of the waterfall. Any amounts waived by DTLA Holdings shall not reduce the Series A-1 unpaid preferred return or unreturned capital. (4) Applicable if distribution is (a) in connection with a liquidating event or redemption or (b) at the election of Brookfield DTLA. (5) Based on the interests of the Series A and Series B interests of the Fund after repayment of the preferred capital portion of each of them, until the Senior A junior unreturned liquidation capital is reduced to zero. |