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v3.21.2

Mortgages and Other Loans Payable | 9 Months Ended
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Sep. 30, 2021
Mortgages and Other Loans Payable |
Mortgages and Other Loans Payable | Mortgages and Other Loans Payable The mortgages and other loans payable collateralized by the respective properties and assignment of leases or debt investments as of September 30, 2021 and December 31, 2020, respectively, were as follows (dollars in thousands):
Property |  | Current Maturity Date | Final Maturity Date (1) |  | Interest Rate (2) |  | September 30, 2021 |  | December 31, 2020
Fixed Rate Debt: |  |  |  |  |  |  |  |  |  |
100 Church Street |  | July 2022 | July 2022 |  |  | 4.68% |  | $ | 201,405 |  |  | $ | 204,875 |
420 Lexington Avenue |  | October 2024 | October 2040 |  |  | 3.99% |  | 290,032 |  |  | 294,035 |
Landmark Square |  | January 2027 | January 2027 |  |  | 4.90% |  | 100,000 |  |  | 100,000 |
485 Lexington Avenue |  | February 2027 | February 2027 |  |  | 4.25% |  | 450,000 |  |  | 450,000 |
1080 Amsterdam (3) |  | February 2027 | February 2027 |  |  | 3.59% |  | 34,716 |  |  | 34,773 |
Total fixed rate debt |  |  |  |  |  |  |  | $ | 1,076,153 |  |  | $ | 1,083,683 |
Floating Rate Debt: |  |  |  |  |  |  |  |  |  |
185 Broadway (4) |  | November 2021 | November 2023 |  | L+ | 2.85% |  | $ | 189,699 |  |  | $ | 158,478 |
609 Fifth Avenue |  | March 2022 | March 2025 |  | L+ | 2.95% |  | 52,882 |  |  | 57,651 |
719 Seventh Avenue |  | September 2023 | September 2023 |  | L+ | 1.20% |  | 50,000 |  |  | 50,000 |
690 Madison Avenue |  | July 2024 | July 2025 |  | L+ | 1.00% |  | 60,000 |  |  | — |
220 East 42nd Street (5) |  |  |  |  |  |  |  | — |  |  | 510,000 |
133 Greene Street |  |  |  |  |  |  |  | — |  |  | 15,523 |
106 Spring Street |  |  |  |  |  |  |  | — |  |  | 38,025 |
FHLB Facility |  |  |  |  |  |  |  | — |  |  | 10,000 |
FHLB Facility |  |  |  |  |  |  |  | — |  |  | 15,000 |
FHLB Facility |  |  |  |  |  |  |  | — |  |  | 35,000 |
712 Madison Avenue |  |  |  |  |  |  |  | — |  |  | 28,000 |
2017 Master Repurchase Agreement (6) |  |  |  |  |  |  |  | — |  |  | — |
Total floating rate debt |  |  |  |  |  |  |  | $ | 352,581 |  |  | $ | 917,677 |
Total mortgages and other loans payable |  |  |  |  |  |  |  | $ | 1,428,734 |  |  | $ | 2,001,360 |
Deferred financing costs, net of amortization |  |  |  |  |  |  |  | (6,447) |  |  | (21,388) |
Total mortgages and other loans payable, net |  |  |  |  |  |  |  | $ | 1,422,287 |  |  | $ | 1,979,972 |
(1)Reflects exercise of all available options. The ability to exercise extension options may be subject to certain tests based on the operating performance of the property. (2)Interest rate as of September 30, 2021, taking into account interest rate hedges in effect during the period. Floating rate debt is presented with the stated spread over the 30-day LIBOR, unless otherwise specified. (3)The loan is comprised of a $33.9 million mortgage loan and $0.9 million mezzanine loan with a fixed interest rate of 350 basis points and 700 basis points, respectively, for the first five years and is prepayable without penalty at the end of fifth year. (4)This loan is a $225.0 million construction facility, with reductions in interest cost based on meeting certain conditions, and has an initial three year term with two one year extension options. In October 2021, an extension option was exercised, and the maturity date of this loan was extended by one year. Advances under the loan are subject to incurred costs and funded equity requirements. (5)In July 2021, the Company sold a 49% interest in the property. See Note 4, "Property Dispositions." (6)In June 2021, we exercised a one year extension option which extended the maturity date to June 2022. As of September 30, 2021, there was no outstanding balance on the $400 million facility. As of September 30, 2021 and December 31, 2020, the gross book value of the properties and debt and preferred equity investments collateralizing the mortgages and other loans payable was approximately $2.1 billion and $2.5 billion, respectively. Federal Home Loan Bank of New York ("FHLB") Facility As of December 31, 2020, the Company’s wholly-owned subsidiary, Ticonderoga Insurance Company, or Ticonderoga, a Vermont licensed captive insurance company, was a member of the Federal Home Loan Bank of New York, or FHLBNY. As a member, Ticonderoga was able to borrow funds from the FHLBNY in the form of secured advances that bore interest at a floating rate. As a result of a Final Ruling from the Federal Housing Finance Authority, the regulator of the Federal Home Loan Bank system, all captive insurance company memberships were terminated as of February 2021. As such, all advances to Ticonderoga were repaid prior to such termination. Master Repurchase Agreement The Company entered into a Master Repurchase Agreement, or MRA, known as the 2017 MRA, which provides us with the ability to sell certain mortgage investments with a simultaneous agreement to repurchase the same at a certain date or on demand. We seek to mitigate risks associated with our repurchase agreement by managing the credit quality of our assets, early repayments, interest rate volatility, liquidity, and market value. The margin call provisions under our repurchase facility permit valuation adjustments based on capital markets activity, and are not limited to collateral-specific credit marks. To monitor credit risk associated with our debt investments, our asset management team regularly reviews our investment portfolio and is in contact with our borrowers in order to monitor the collateral and enforce our rights as necessary. The risk associated with potential margin calls is further mitigated by our ability to collateralize the facility with additional assets from our portfolio of debt investments, our ability to satisfy margin calls with cash or cash equivalents and our access to additional liquidity. As of September 30, 2021, there have been no margin calls on the 2017 MRA. In April 2018, we increased the maximum facility capacity from $300.0 million to $400.0 million. The facility bears interest on a floating rate basis at a spread to 30-day LIBOR based on the pledged collateral and advance rate and is scheduled to mature in June 2022. As of September 30, 2021, the facility had no outstanding balance. Corporate Indebtedness 2017 Credit Facility In November 2017, we entered into an amendment to the credit facility, referred to as the 2017 credit facility, that was originally entered into by the Company in November 2012, or the 2012 credit facility. As of September 30, 2021, the 2017 credit facility consisted of a $1.5 billion revolving credit facility, a $1.3 billion term loan (or "Term Loan A"), and a $200.0 million term loan (or "Term Loan B") with maturity dates of March 31, 2022, March 31, 2023, and November 21, 2024, respectively. The revolving credit facility has two six-month, as-of-right extension options to March 31, 2023. We also have an option, subject to customary conditions, to increase the capacity of the credit facility to $4.5 billion at any time prior to the maturity dates for the revolving credit facility and term loans without the consent of existing lenders, by obtaining additional commitments from our existing lenders and other financial institutions. As of September 30, 2021, the 2017 credit facility bore interest at a spread over 30-day LIBOR ranging from (i) 82.5 basis points to 155 basis points for loans under the revolving credit facility, (ii) 90 basis points to 175 basis points for loans under Term Loan A, and (iii) 85 basis points to 165 basis points for loans under Term Loan B, in each case based on the credit rating assigned to the senior unsecured long term indebtedness of the Company. In instances where there are either only two ratings available or where there are more than two and the difference between them is one rating category, the applicable rating shall be the highest rating. In instances where there are more than two ratings and the difference between the highest and the lowest is two or more rating categories, then the applicable rating used is the average of the highest two, rounded down if the average is not a recognized category. As of September 30, 2021, the applicable spread was 100 basis points for the revolving credit facility, 110 basis points for Term Loan A, and 100 basis points for Term Loan B. We are required to pay quarterly in arrears a 12.5 to 30 basis point facility fee on the total commitments under the revolving credit facility based on the credit rating assigned to the senior unsecured long term indebtedness of the Company. As of September 30, 2021, the facility fee was 20 basis points. As of September 30, 2021, we had $2.0 million of outstanding letters of credit, $220.0 million drawn under the revolving credit facility and $1.5 billion outstanding under the term loan facilities, with total undrawn capacity of $1.3 billion under the 2017 credit facility. As of September 30, 2021 and December 31, 2020, the revolving credit facility had a carrying value of $216.9 million and $105.3 million, respectively, net of deferred financing costs. As of September 30, 2021 and December 31, 2020, the term loan facilities had a carrying value of $1.5 billion and $1.5 billion, respectively, net of deferred financing costs. The Company and the Operating Partnership are borrowers jointly and severally obligated under the 2017 credit facility. The 2017 credit facility includes certain restrictions and covenants (see Restrictive Covenants below). Senior Unsecured Notes The following table sets forth our senior unsecured notes and other related disclosures as of September 30, 2021 and December 31, 2020, respectively, by scheduled maturity date (dollars in thousands):
Issuance |  | September 30, 2021 Unpaid Principal Balance |  | September 30, 2021 Accreted Balance |  | December 31, 2020 Accreted Balance |  | Interest Rate (1) |  | Initial Term (in Years) |  | Maturity Date
October 5, 2017 (2) |  | $ | 500,000 |  |  | $ | 499,885 |  |  | $ | 499,803 |  |  |  | 3.25 | % |  | 5 |  | October 2022
November 15, 2012 (3) |  | 300,000 |  |  | 301,275 |  |  | 302,086 |  |  |  | 4.50 | % |  | 10 |  | December 2022
December 17, 2015 (4) |  | 100,000 |  |  | 100,000 |  |  | 100,000 |  |  |  | 4.27 | % |  | 10 |  | December 2025
August 7, 2018 |  | — |  |  | — |  |  | 350,000 |  |  |  | — | % |  | 3 |  | August 2021
|  | $ | 900,000 |  |  | $ | 901,160 |  |  | $ | 1,251,889 |  |  |  |  |  |  |  |
Deferred financing costs, net |  |  |  | (2,042) |  |  | (3,670) |  |  |  |  |  |  |  |
|  | $ | 900,000 |  |  | $ | 899,118 |  |  | $ | 1,248,219 |  |  |  |  |  |  |  |
(1)Interest rate as of September 30, 2021, taking into account interest rate hedges in effect during the period. (2)Issued by the Operating Partnership with the Company as the guarantor. (3)In October 2017, the Company and the Operating Partnership as co-obligors issued an additional $100.0 million of 4.50% senior unsecured notes due December 2022. The notes were priced at 105.334% of par. (4)Issued by the Company and the Operating Partnership as co-obligors. Restrictive Covenants The terms of the 2017 credit facility and certain of our senior unsecured notes include certain restrictions and covenants which may limit, among other things, our ability to pay dividends, make certain types of investments, incur additional indebtedness, incur liens and enter into negative pledge agreements and dispose of assets, and which require compliance with financial ratios relating to the maximum ratio of total indebtedness to total asset value, a minimum ratio of EBITDA to fixed charges, a maximum ratio of secured indebtedness to total asset value and a maximum ratio of unsecured indebtedness to unencumbered asset value. The dividend restriction referred to above provides that we will not, during any time when a default is continuing, make distributions with respect to common stock or other equity interests, except to enable the Company to continue to qualify as a REIT for Federal income tax purposes. As of September 30, 2021 and December 31, 2020, we were in compliance with all such covenants. Junior Subordinated Deferrable Interest Debentures In June 2005, the Company and the Operating Partnership issued $100.0 million in unsecured trust preferred securities through a newly formed trust, SL Green Capital Trust I, or the Trust, which is a wholly-owned subsidiary of the Operating Partnership. The securities mature in 2035 and bear interest at a floating rate of 125 basis points over the three-month LIBOR. Interest payments may be deferred for a period of up to eight consecutive quarters if the Operating Partnership exercises its right to defer such payments. The Trust preferred securities are redeemable at the option of the Operating Partnership, in whole or in part, with no prepayment premium. We do not consolidate the Trust even though it is a variable interest entity as we are not the primary beneficiary. Because the Trust is not consolidated, we have recorded the debt on our consolidated balance sheets and the related payments are classified as interest expense. Principal Maturities Combined aggregate principal maturities of mortgages and other loans payable, the 2017 credit facility, trust preferred securities, senior unsecured notes and our share of joint venture debt as of September 30, 2021, including as-of-right extension options, were as follows (in thousands):
| Scheduled Amortization |  | Mortgages and Other Loans Payable |  | Revolving Credit Facility |  | Unsecured Term Loans |  | Trust Preferred Securities |  | Senior Unsecured Notes |  | Total |  | Joint Venture Debt
Remaining 2021 | $ | 2,744 |  |  | $ | 189,699 |  |  | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | 192,443 |  |  | $ | 209,672 |
2022 | 8,754 |  |  | 250,666 |  |  | — |  |  | — |  |  | — |  |  | 800,000 |  |  | 1,059,420 |  |  | 227,056 |
2023 | 6,583 |  |  | 50,000 |  |  | 220,000 |  |  | 1,300,000 |  |  | — |  |  | — |  |  | 1,576,583 |  |  | 750,696 |
2024 | 5,268 |  |  | 332,750 |  |  | — |  |  | 200,000 |  |  | — |  |  | — |  |  | 538,018 |  |  | 623,047 |
2025 | 812 |  |  | — |  |  | — |  |  | — |  |  | — |  |  | 100,000 |  |  | 100,812 |  |  | 1,436,027 |
Thereafter | 911 |  |  | 580,547 |  |  | — |  |  | — |  |  | 100,000 |  |  | — |  |  | 681,458 |  |  | 2,543,144 |
| $ | 25,072 |  |  | $ | 1,403,662 |  |  | $ | 220,000 |  |  | $ | 1,500,000 |  |  | $ | 100,000 |  |  | $ | 900,000 |  |  | $ | 4,148,734 |  |  | $ | 5,789,642 |
Consolidated interest expense, excluding capitalized interest, was comprised of the following (in thousands):
| Three Months Ended September 30, |  | Nine Months Ended September 30,
| 2021 |  | 2020 |  | 2021 |  | 2020
Interest expense before capitalized interest | $ | 34,054 |  |  | $ | 42,595 |  |  | $ | 112,423 |  |  | $ | 144,345 |
Interest on financing leases | 1,229 |  |  | 2,198 |  |  | 4,215 |  |  | 6,010 |
Interest capitalized | (20,141) |  |  | (20,677) |  |  | (58,395) |  |  | (57,528) |
Interest income | (335) |  |  | (580) |  |  | (1,088) |  |  | (1,727) |
Interest expense, net | $ | 14,807 |  |  | $ | 23,536 |  |  | $ | 57,155 |  |  | $ | 91,100 |

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- Definition The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -URI http://asc.fasb.org/topic&trid=2208564 + Details
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