XML 35 R18.htm IDEA: XBRL DOCUMENT v3.20.4
Notes Payable and Other Debt
 12 Months Ended
Dec. 31, 2020
Debt Disclosure [Abstract]  
Notes Payable and Other Debt Notes Payable and Other Debt
As of December 31, 2020 and 2019, Notes payable and other debt consisted of the following (in millions):
Principal Outstanding
DebtInterest Rate (%)Maturity DateDecember 31, 2020December 31, 2019
Secured:
Kailua Town Center(1)2021$9.8 $10.2 
Kailua Town Center #23.15%20214.5 4.6 
Heavy Equipment Financing(2)(2)3.2 3.6 
Laulani Village3.93%202461.3 62.0 
Pearl Highlands4.15%202481.4 83.4 
Manoa Marketplace(3)202957.9 59.5 
Subtotal$218.1 $223.3 
Unsecured:
Series D Note—%2020— 16.2 
Bank syndicated loan(4)202350.0 50.0 
Series A Note5.53%202428.4 28.5 
Series J Note4.66%202510.0 10.0 
Series B Note5.55%202646.0 46.0 
Series C Note5.56%202622.0 23.0 
Series F Note4.35%202619.7 22.0 
Series H Note4.04%202650.0 50.0 
Series K Note4.81%202734.5 34.5 
Series G Note3.88%202729.6 35.0 
Series L Note4.89%202818.0 18.0 
Series I Note4.16%202825.0 25.0 
Term Loan 54.30%202925.0 25.0 
Subtotal$358.2 $383.2 
Revolving Credit Facilities:
GLP Asphalt revolving credit facility(5)2021— — 
A&B Revolver(6)2022111.0 98.7 
Subtotal$111.0 $98.7 
Total Debt (contractual)$687.3 $705.2 
Unamortized debt premium (discount)— (0.1)
Unamortized debt issuance costs(0.2)(0.5)
Total debt (carrying value)$687.1 $704.6 
(1) Loan has a stated interest rate of LIBOR plus 1.50%, but is swapped through maturity to a 5.95% fixed rate.
(2) Loans have a weighted average stated interest rate of approximately 3.0% and stated maturity dates ranging from 2021 to 2024.
(3) Loan has a stated interest rate of LIBOR plus 1.35% but is swapped through maturity to a 3.14% fixed rate.
(4) Loan has a stated interest rate of LIBOR plus 2.00% but is swapped through maturity to a 3.35% fixed rate.
(5) Loan has a stated interest rate of LIBOR plus 1.25%.
(6) Loan has a stated interest rate of LIBOR plus 2.05%, based on pricing grid.
The Company's notes payable and other debt is categorized between debt instruments secured by real estate improved properties or other assets ("Secured Debt"), unsecured notes payable and other term loans ("Unsecured Debt") and lines of credit and borrowings under revolving credit facilities ("Revolving Credit Facilities") which includes the existing revolving credit facility used for general Company purposes ("A&B Revolver"), as well as a revolving credit facility related to one of the consolidated subsidiaries in the M&C segment (the "GLP Asphalt Revolving Credit Facility").
Secured Debt
Kailua Town Center: On December 20, 2013, the Company consummated the acquisition of the Kailua Portfolio, a collection of retail assets on Oahu. In connection with the acquisition of the Kailua Portfolio, the Company assumed a $12.0 million mortgage note, which matures in September 2021, and an interest rate swap that effectively converts the floating rate debt to a fixed rate of 5.95% (refer to Note 11). As of December 31, 2020, the balance of the mortgage note was $9.8 million.
The Company also secured a $5.0 million second mortgage on the Kailua Portfolio during the first quarter of 2017, which bears interest at 3.15% and matures in 2021. The second mortgage has an outstanding balance at December 31, 2020 of $4.5 million.
Heavy Equipment Financing: In connection with the M&C segment, the Company enters into leases for machinery and equipment related to its businesses that are classified as finance leases. Finance leases are further discussed in Note 15.
Laulani Village: In connection with asset acquisitions of commercial real estate improved properties made in the year ended December 31, 2018, the Company assumed a $62.0 million mortgage secured by Laulani Village that matures on May 1, 2024. The note bears interest at 3.93% and requires monthly interest payments of approximately $0.2 million until May 2020 and principal and interest payments of approximately $0.3 million thereafter.
Pearl Highlands: On September 17, 2013, the Company consummated the acquisition of Pearl Highlands Center in Pearl City, Oahu. In connection with the acquisition, the Company assumed a $59.3 million mortgage loan secured by Pearl Highlands Center. On December 1, 2014, the loan was refinanced to increase the amount of the loan to $92.0 million (bearing interest at 4.15%). The refinanced loan requires monthly principal and interest payments of approximately $0.4 million and requires a final principal payment of approximately $73.0 million due on December 8, 2024.
Manoa Marketplace: In 2016, the Company, through wholly-owned subsidiaries, entered into a $60.0 million mortgage loan agreement secured by Manoa Marketplace with First Hawaiian Bank ("FHB"). Such loan bears interest at LIBOR plus 1.35% and requires principal and interest payments over the term with a final principal payment of $41.7 million due on August 1, 2029. The Company had previously entered into an interest rate swap with a notional amount equal to the principal amount on the debt to fix the variable interest rate on the related periodic interest payments at an effective rate of 3.14% (refer to Note 11).
Assets Pledged as Collateral: The gross book value of the commercial real estate assets pledged as collateral described above at December 31, 2020 was $375.5 million.
Unsecured Debt
Prudential Series Notes: In December 2015, the Company entered into an agreement (the "Prudential Agreement") with Prudential Investment Management, Inc. and its affiliates (collectively, "Prudential") for an unsecured note purchase and private shelf facility that enabled the Company to issue notes in an aggregate amount up to $450.0 million, less the sum of all principal amounts then outstanding on any notes issued by the Company or any of its subsidiaries to Prudential and the amounts of any notes that are committed under the Prudential Agreement. The Prudential Agreement (which amended and renewed a then-existing agreement) had an issuance period that ended in December 2018 and contained certain restrictive covenants for the notes issued under the Prudential Agreement that were substantially the same as the covenants contained in the Historical Revolving Credit Facility (defined below). Borrowings under the uncommitted shelf facility bear interest at rates that were determined at the time of borrowing.
In September 2017, the Company entered into an amendment of the Prudential Agreement (the "Pru Amendment"), which amended certain covenants (see below). Additionally, the Pru Amendment included a provision for a contingent incremental interest rate increase of 20 basis points on all outstanding notes that was based on the Company's ratio of debt to total adjusted asset value (as defined in the Pru Amendment) measured against the provision's allowed ratio 0.35 to 1.0 from the date of the amendment through September 30, 2018. If triggered, the contingent interest rate adjustment would continue until such time that the Company's ratio of debt to total adjusted asset value declined to 0.35 to 1.0 or below (at which point the provision would have no further force or effect). In October 2018, the provision was triggered and interest rates for all Prudential Series Notes increased by 20 basis points. In March 2019, based on the Company's subsequent leverage-based ratio falling below the provision's threshold, the interest rates for all Prudential Series Notes returned to their originally stated amounts at the time of the borrowing.
Bank Syndicated Loan: In February 2018, the Company entered into an agreement with Wells Fargo Bank, National Association ("Wells Fargo") and a syndicate of other financial institutions that provides for a $50.0 million term loan facility ("Wells Fargo Term Facility" or "Bank Syndicated Loan"). The Company also drew $50.0 million under the Wells Fargo Term Facility in February 2018 and used such term loan proceeds to repay amounts that were borrowed under revolving credit facilities described below. Borrowings under the Wells Fargo Term Facility bear interest at a variable base rate, as defined, plus a margin that is determined using a leverage based pricing grid. In February 2020 the Company entered into an interest rate swap agreement with a notional amount equal to the principal amount of the debt to fix the variable interest rate on the related periodic interest payments resulting in an effective rate (subject to changes in the margin based on a pricing grid) of 3.35% as of December 31, 2020 (refer to Note 11).
Term Loan 5: In November 2017, the Company entered into a rate lock commitment to draw $25.0 million under its Note Purchase and Private Shelf Agreement with AIG Asset Management (U.S.), LLC. Under the commitment, the Company drew $25.0 million in December 2017. The note bears interest at 4.30% and matures on December 20, 2029. Interest only is paid semi-annually and the principal balance is due at maturity.
Revolving credit facilities
GLP Asphalt Revolving Credit Facility: At December 31, 2017, the Company had, at one of its consolidated subsidiaries, GLP Asphalt, a $30.0 million line of credit (the "GLP Asphalt Revolving Credit Facility"). The GLP Asphalt Revolving Credit Facility is collateralized by the subsidiary's accounts receivable, inventory and equipment and may only be used for asphalt purchase. The Company and the noncontrolling interest holders are guarantors, on a several basis, for their pro rata shares (based on membership interests) of borrowings under the line of credit. In September 2018, GLP Asphalt entered into a Third Amended Credit Agreement with Wells Fargo, which amended and extended its existing $30.0 million committed revolving credit facility, reduced the interest rate by 25 basis points and added a fee of 20 basis points on the unused amount of the GLP Asphalt Revolving Credit Facility. The GLP Asphalt Revolving Credit Facility maturity has a current maturity of April 26, 2021.
The GLP Asphalt Revolving Credit Facility contains certain restrictive covenants. Based on its net income after taxes in the year ended December 31, 2019 and December 31, 2020, GLP was not in compliance with all of the covenants and received waivers on such requirements. As noted in the table above, as of December 31, 2019 and December 31, 2020, there was no outstanding balance on the GLP Asphalt Revolving Credit Facility.
A&B Revolver: The Company had a revolving senior credit facility that provided for an aggregate $350.0 million, five-year unsecured commitment (the "Historical Revolving Credit Facility"), with an uncommitted $100.0 million increase option. The Historical Revolving Credit Facility also provided for a $100.0 million sub-limit for the issuance of standby and commercial letters of credit and an $80.0 million sub-limit for swing line loans. Amounts drawn under the facilities would bear interest at a stated rate, as defined, plus a margin that is determined based on a pricing grid using the ratio of debt to total adjusted asset value, as defined. The agreement contained certain restrictive covenants, the most significant of which requires the maintenance of minimum shareholders’ equity levels, minimum EBITDA to fixed charges ratio, maximum debt to total assets ratio, minimum unencumbered income-producing asset value to unencumbered debt ratio, and limitations on priority debt, as defined in the agreement. In December 2015, the Historical Revolving Credit Facility was amended to extend the maturity date to December 2020.
In September 2017, the Company entered into a Second Amended and Restated Credit Agreement ("A&B Revolver") with Bank of America N.A., as administrative agent, First Hawaiian Bank, and other lenders party thereto, which amended and restated the existing $350.0 million commitment under the Historical Revolving Credit Facility. The A&B Revolver increased the total revolving commitments to $450.0 million, extended the term of the facilities to September 15, 2022, amended certain covenants (see below), and reduced the interest rates and fees charged under the Historical Revolving Credit Facility. All other terms under the Historical Revolving Credit Facility remained substantially unchanged.
At December 31, 2020, the Company had $111.0 million of revolving credit borrowings outstanding, $1.1 million in letters of credit had been issued against the facility, and $337.9 million remained available.
Covenants under A&B Revolver and Pru Amendment (subsequent to amendments)
The principal amendments under the A&B Revolver and the Pru Amendment are as follows:
•An increase in the maximum ratio of debt to total adjusted asset value from 0.5:1.0 to 0.6:1.0.
•An increase in the aggregate maximum amount of priority debt at any time from 20% to 25%.
•Allows the Company to consummate the holding company merger to adopt certain governance changes and facilitate the Company's ongoing compliance with REIT requirements.
•Sets the minimum shareholders' equity amount to be $850.6 million plus 75% of the net proceeds received from equity issuances, less non-recurring costs related to the REIT conversion, among other additions and subtractions.
•Allows for the payment of minimum dividends required to maintain REIT status and other dividends in any amount so long as no event of default shall then exist or would exist after giving effect to such dividends.
Debt principal payments
At December 31, 2020, debt principal payments and maturities during the next five years and thereafter and the corresponding amount of unamortized deferred financing costs or debt discounts or premiums were as follows (in millions):

Scheduled principal payments
20212022202320242025There- afterTotal
Principal		(Unamort
Debt Issue Cost)/
(Discount)
Premium		Total
Secured debt$20.4 $6.0 $5.9 $134.9 $1.9 $49.0 $218.1 $(0.1)$218.0 
Unsecured debt23.1 24.1 78.6 22.0 38.3 172.1 358.2 (0.1)358.1 
Revolving credit facilities— 111.0 — — — — 111.0 — 111.0 
Total Notes payable and other debt$43.5 $141.1 $84.5 $156.9 $40.2 $221.1 $687.3 $(0.2)$687.1