Corporate Indebtedness

12 Months Ended

Dec. 31, 2019

Mortgages and Other Loans Payable

The first mortgages and other loans payable collateralized by the respective properties and assignment of leases or debt investments at December 31, 2019 and 2018, respectively, were as follows (dollars in thousands):



Property	Maturity Date	Interest Rate ⁽¹⁾		December 31, 2019			December 31, 2018
Fixed Rate Debt:
762 Madison Avenue	February 2022		5.00%	$	771		$	771
100 Church Street	July 2022		4.68%	209,296			213,208
420 Lexington Avenue	October 2024		3.99%	299,165			300,000
400 East 58th Street ⁽²⁾	November 2026		3.00%	39,094			39,931
Landmark Square	January 2027		4.90%	100,000			100,000
485 Lexington Avenue	February 2027		4.25%	450,000			450,000
1080 Amsterdam ⁽³⁾	February 2027		3.59%	35,123			35,807
315 West 33rd Street	February 2027		4.17%	250,000			250,000
Total fixed rate debt				$	1,383,449		$	1,389,717
Floating Rate Debt:
FHLB Facility ⁽⁴⁾	January 2020	L+	0.26%	$	10,000		$	—
FHLB Facility ⁽⁵⁾	February 2020	L+	0.32%	15,000			—
FHLB Facility	June 2020	L+	0.17%	14,500			—
2017 Master Repurchase Agreement	June 2020	L+	2.19%	152,684			300,000
133 Greene Street	August 2020	L+	2.00%	15,523			15,523
106 Spring Street	January 2021	L+	2.50%	38,025			—
609 Fifth Avenue	March 2021	L+	2.40%	53,773			—
185 Broadway ⁽⁶⁾	November 2021	L+	2.85%	120,110			111,869
712 Madison Avenue	December 2021	L+	1.85%	28,000			28,000
410 Tenth Avenue ⁽⁷⁾	May 2022	L+	2.23%	330,819			—
719 Seventh Avenue	September 2023	L+	1.20%	50,000			50,000
FHLB Facility ⁽⁸⁾				—			13,000
115 Spring Street ⁽⁹⁾				—			65,550
FHLB Facility ⁽¹⁰⁾				—			14,500
Total floating rate debt				$	828,434		$	598,442
Total mortgages and other loans payable				$	2,211,883		$	1,988,159
Deferred financing costs, net of amortization				(28,630		)	(26,919		)
Total mortgages and other loans payable, net				$	2,183,253		$	1,961,240


(1)	Interest rate as of December 31, 2019, taking into account interest rate hedges in effect during the period. Floating rate debt is presented with the stated interest rate spread over 30-day LIBOR, unless otherwise specified.


(2)	The loan carries a fixed interest rate of 300 basis points for the first five years and is prepayable without penalty at the end of year five.


(3)	The loan is comprised of a $34.2 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 year five.


(4)	In January 2020, the loan was repaid and a new advance was drawn in the amount of $10.0 million with a spread of 16.5 basis points.


(5)	In February 2020, the loan was repaid and a new advance was drawn in the amount of $15.0 million with a spread of 26.0 basis points.


(6)	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. Advances under the loan are subject to incurred costs and funded equity requirements.


(7)	This loan is a $465.0 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. Advances under the loan are subject to incurred costs and funded equity requirements.


(8)	In August 2019, the loan was repaid.


(9)	In August 2019, the Company sold a 49% interest in the property to a private investor. The transaction resulted in the deconsolidation of our remaining 51% interest. See Note 6, "Investments in Unconsolidated Joint Ventures."


(10)	In December 2019, the loan was repaid.

At December 31, 2019 and 2018, the gross book value of the properties and debt and preferred equity investments collateralizing the mortgages and other loans payable was approximately $3.3 billion and $2.6 billion, respectively.

Federal Home Loan Bank of New York ("FHLB") Facility

The Company’s wholly-owned subsidiary, Ticonderoga Insurance Company, or Ticonderoga, a Vermont licensed captive insurance company, is a member of the Federal Home Loan Bank of New York, or FHLBNY. As a member, Ticonderoga may borrow funds from the FHLBNY in the form of secured advances that bear interest at a floating rate. As of December 31, 2019, we had a total of $39.5 million in outstanding secured advances with an average spread of 25 basis points over 30-day LIBOR.

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 recollateralize 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 through the 2017 credit facility, as defined below.

The 2017 MRA has a maximum facility capacity of $300.0 million. In April 2018, we increased the maximum facility capacity 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. In June 2018, we exercised a one year extension option and in June 2019, we exercised another one year extension option. In August 2019, we amended our agreement to include two additional one year extension options. At December 31, 2019, the facility had a carrying value of $152.4 million, net of deferred financing costs.

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 December 31, 2019, 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 December 31, 2019, 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 May 2019, we entered into an agreement to reduce the interest rate spread under Term Loan B by 65 basis points to a spread over 30-day LIBOR ranging from 85 basis points to 165 basis points. This reduction was effective in November 2019.

At December 31, 2019, 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 December 31, 2019, the facility fee was 20 basis points.

As of December 31, 2019, we had $11.8 million of outstanding letters of credit, $240.0 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. At December 31, 2019 and December 31, 2018, the revolving credit facility had a carrying value of $234.0 million and $492.2 million, respectively, net of deferred financing costs. At December 31, 2019 and December 31, 2018, 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 December 31, 2019 and 2018, respectively, by scheduled maturity date (dollars in thousands):



Issuance	December 31, 2019 Unpaid Principal Balance		December 31, 2019 Accreted Balance			December 31, 2018 Accreted Balance			Interest Rate (1)			Initial Term (in Years)	Maturity Date
March 16, 2010 ⁽²⁾	$	250,000	$	250,000		$	250,000			7.75	%	10	March 2020
August 7, 2018 ^{(3) (4)}	350,000		350,000			350,000			L+	0.98	%	3	August 2021
October 5, 2017 ⁽³⁾	500,000		499,695			499,591				3.25	%	5	October 2022
November 15, 2012 ⁽⁵⁾	300,000		303,142			304,168				4.50	%	10	December 2022
December 17, 2015 ⁽²⁾	100,000		100,000			100,000				4.27	%	10	December 2025
	$	1,500,000	$	1,502,837		$	1,503,759
Deferred financing costs, net			(5,990		)	(8,545		)
	$	1,500,000	$	1,496,847		$	1,495,214


(1)	Interest rate as of December 31, 2019, taking into account interest rate hedges in effect during the period. Floating rate notes are presented with the stated spread over 3-month LIBOR, unless otherwise specified.


(2)	Issued by the Company and the Operating Partnership as co-obligors.


(3)	Issued by the Operating Partnership with the Company as the guarantor.


(4)	Beginning on August 8, 2019 and at any time thereafter, the notes are subject to redemption at the Company's option, in whole but not in part, at a redemption price equal to 100% of the principal amount of the notes, plus unpaid accrued interest thereon to the redemption date.


(5)	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.

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 December 31, 2019 and 2018, 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, 2017 credit facility, trust preferred securities, senior unsecured notes and our share of joint venture debt as of December 31, 2019, including as-of-right extension options and put options, were as follows (dollars in thousands):



	Scheduled Amortization		Principal		Revolving Credit Facility		Unsecured Term Loans		Trust Preferred Securities		Senior Unsecured Notes		Total		Joint Venture Debt
2020	$	11,118	$	207,706	$	—	$	—	$	—	$	250,000	$	468,824	$	811,628
2021	11,638		239,908		—		—		—		350,000		601,546		805,276
2022	9,430		529,375		—		—		—		800,000		1,338,805		268,952
2023	7,301		50,000		240,000		1,300,000		—		—		1,597,301		311,436
2024	6,032		272,749		—		200,000		—		—		478,781		17,022
Thereafter	3,258		863,368		—		—		100,000		100,000		1,066,626		1,813,821
	$	48,777	$	2,163,106	$	240,000	$	1,500,000	$	100,000	$	1,500,000	$	5,551,883	$	4,028,135

Consolidated interest expense, excluding capitalized interest, was comprised of the following (dollars in thousands):



	Year Ended December 31,
	2019			2018			2017
Interest expense before capitalized interest	$	246,848		$	236,719		$	281,551
Interest on financing leases	3,243			8,069			3,098
Interest capitalized	(55,446		)	(34,162		)	(26,020		)
Interest income	(4,124		)	(1,957		)	(1,584		)
Interest expense, net	$	190,521		$	208,669		$	257,045