Mortgages and Other Loans Payable

6 Months Ended

Jun. 30, 2020

Mortgages and Other Loans Payable

The mortgages and other loans payable collateralized by the respective properties and assignment of leases or debt investments at June 30, 2020 and December 31, 2019, respectively, were as follows (dollars in thousands):



Property	Initial Maturity Date	Final Maturity Date ⁽¹⁾	Interest Rate ⁽²⁾			June 30, 2020			December 31, 2019
Fixed Rate Debt:
100 Church Street	July 2022	July 2022		4.68	%	$	207,112		$	209,296
420 Lexington Avenue	October 2024	October 2040		3.99	%	296,626			299,165
400 East 58th Street ⁽³⁾⁽⁴⁾	November 2026	November 2026		3.00	%	38,809			39,094
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 ⁽⁵⁾	February 2027	February 2027		3.59	%	34,830			35,123
762 Madison Avenue ⁽⁶⁾						—			771
315 West 33rd Street ⁽⁷⁾						—			250,000
Total fixed rate debt						$	1,127,377		$	1,383,449
Floating Rate Debt:
FHLB Facility ⁽⁸⁾	July 2020	July 2020	L+	0.17%		$	10,000		$	—
133 Greene Street ⁽⁹⁾	August 2020	August 2021	L+	2.00%		15,523			15,523
FHLB Facility	August 2020	August 2020	L+	0.26%		15,000			—
106 Spring Street	January 2021	January 2022	L+	2.50%		38,025			38,025
FHLB Facility	January 2021	January 2021	L+	0.18%		35,000			—
609 Fifth Avenue	March 2021	March 2024	L+	2.40%		57,651			53,773
185 Broadway ⁽¹⁰⁾	November 2021	November 2023	L+	2.85%		137,857			120,110
712 Madison Avenue	December 2021	December 2022	L+	1.85%		28,000			28,000
410 Tenth Avenue ⁽¹¹⁾	May 2022	May 2024	L+	2.23%		362,859			330,819
220 East 42nd Street	June 2023	June 2025	L+	2.75%		510,000			—
719 Seventh Avenue	September 2023	September 2023	L+	1.20%		50,000			50,000
2017 Master Repurchase Agreement ⁽¹²⁾						—			152,684
FHLB Facility						—			10,000
FHLB Facility						—			15,000
FHLB Facility						—			14,500
Total floating rate debt						$	1,259,915		$	828,434
Total fixed rate and floating rate debt						$	2,387,292		$	2,211,883
Mortgages reclassed to liabilities related to assets held for sale						(38,809		)	—
Total mortgages and other loans payable						$	2,348,483		$	2,211,883
Deferred financing costs, net of amortization						(32,079		)	(28,630		)
Total mortgages and other loans payable, net						$	2,316,404		$	2,183,253


(1)	Reflects exercise of all available extension 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 June 30, 2020, 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 carries a fixed interest rate of 300 basis points for the first five years and is prepayable without penalty at the end of the fifth year.


(4)	This property was held for sale at June 30, 2020 and the related mortgage of $38.8 million is included in liabilities related to assets held for sale.


(5)	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.


(6)	In January 2020, the Company closed on the acquisition of the remaining 10% interest in this property from our joint venture partner. As part of this transaction, the loan was repaid.


(7)	In March 2020, the loan was assumed by the buyer in connection with the sale of the property.


(8)	In July 2020, this loan was repaid.


(9)	This loan is in default as of the date of this filing. The Company is in discussions with the lender.


(10)	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.


(11)	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.


(12)	In June 2020, we exercised a one-year extension option which extended the maturity date to June 2021. At June 30, 2020, there was no outstanding balance on the $400 million facility.

At June 30, 2020 and December 31, 2019, the gross book value of the properties and debt and preferred equity investments collateralizing the mortgages and other loans payable was approximately $3.2 billion and $3.3 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 June 30, 2020, we had a total of $60.0 million in outstanding secured advances with an average spread of 20 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 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 June 30, 2020, there have been no margin calls on the 2017 MRA.

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 and is scheduled to mature in June 2021, with a one-year extension option. At June 30, 2020, 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 June 30, 2020, 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 or other financial institutions.

As of June 30, 2020, 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.

At June 30, 2020, 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 June 30, 2020, the facility fee was 20 basis points.

As of June 30, 2020, we had $26.0 million of outstanding letters of credit, $950.0 million drawn under the revolving credit facility and $1.5 billion outstanding under the term loan facilities, with total undrawn capacity of $550.0 million under the 2017 credit facility. At June 30, 2020 and December 31, 2019, the revolving credit facility had a carrying value of $944.3 million and

$234.0 million, respectively, net of deferred financing costs. At June 30, 2020 and December 31, 2019, 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 June 30, 2020 and December 31, 2019, respectively, by scheduled maturity date (dollars in thousands):



Issuance	June 30, 2020 Unpaid Principal Balance		June 30, 2020 Accreted Balance			December 31, 2019 Accreted Balance			Interest Rate ⁽¹⁾			Initial Term (in Years)	Maturity Date
August 7, 2018 ^{(2) (3)}	$	350,000	$	350,000		$	350,000			1.52	%	3	August 2021
October 5, 2017 ⁽²⁾	500,000		499,749			499,695				3.25	%	5	October 2022
November 15, 2012 ⁽⁴⁾	300,000		302,617			303,142				4.50	%	10	December 2022
December 17, 2015 ⁽⁵⁾	100,000		100,000			100,000				4.27	%	10	December 2025
March 16, 2010 ⁽⁶⁾	—		—			250,000
	$	1,250,000	$	1,252,366		$	1,502,837
Deferred financing costs, net			(4,877		)	(5,990		)
	$	1,250,000	$	1,247,489		$	1,496,847


(1)	Interest rate as of June 30, 2020, taking into account interest rate hedges in effect during the period.


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


(3)	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. In April 2020, the Company entered into $350.0 million of fixed rate interest swaps at a rate of 0.54375% through August 2021.


(4)	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.


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


(6)	In March 2020, the notes were repaid.

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 June 30, 2020 and December 31, 2019, 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 June 30, 2020, 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 2020	$	5,615	$	40,523	$	—	$	—	$	—	$	—	$	46,138	$	111,651
2021	11,631		238,882		—		—		—		350,000		600,513		985,979
2022	9,418		618,294		—		—		—		800,000		1,427,712		268,952
2023	7,288		560,000		950,000		1,300,000		—		—		2,817,288		311,436
2024	6,019		272,749		—		200,000		—		—		478,768		617,022
Thereafter	3,231		613,642		—		—		100,000		100,000		816,873		1,934,974
	$	43,202	$	2,344,090	$	950,000	$	1,500,000	$	100,000	$	1,250,000	$	6,187,292	$	4,230,014

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



	Three Months Ended June 30,						Six Months Ended June 30,
	2020			2019			2020			2019
Interest expense before capitalized interest	$	44,937		$	60,745		$	101,751		$	121,555
Interest on financing leases	2,149			808			3,812			1,612
Interest capitalized	(16,368		)	(12,019		)	(36,852		)	(22,528		)
Interest income	(648		)	(2,374		)	(1,147		)	(2,954		)
Interest expense, net	$	30,070		$	47,160		$	67,564		$	97,685