XML 46 R26.htm IDEA: XBRL DOCUMENT v3.24.0.1
Investments in Unconsolidated Joint Ventures
12 Months Ended
Dec. 31, 2023
Equity Method Investments and Joint Ventures [Abstract]  
Investments in Unconsolidated Joint Ventures Investments in Unconsolidated Joint Ventures
We have investments in several real estate joint ventures with various partners. As of December 31, 2023, the book value of these investments was $3.0 billion, net of investments with negative book values totaling $149.1 million for which we have an implicit commitment to fund future capital needs.
As of December 31, 2023, 800 Third Avenue and 625 Madison Avenue are VIEs in which we are not the primary beneficiary. As of December 31, 2022, 800 Third Avenue and 21 East 66th Street are VIEs in which we are not the primary beneficiary. Our net equity investment in these VIEs was $437.9 million as of December 31, 2023 and $86.2 million as of December 31, 2022. Our maximum loss is limited to the amount of our equity investment in these VIEs. See the "Principles of Consolidation" section of Note 2, "Significant Accounting Policies". All other investments below are voting interest entities. As we do not control the joint ventures listed below, we account for them under the equity method of accounting.
The table below provides general information on each of our joint ventures as of December 31, 2023:
PropertyPartner
Ownership
Interest (1)
Economic
Interest (1)
Unaudited Approximate Square Feet
100 Park AvenuePrudential Real Estate Investors49.90%49.90%834,000 
717 Fifth Avenue (2) (3)
Wharton Properties / Private Investor10.92%10.92%119,500 
800 Third AvenuePrivate Investors60.52%60.52%526,000 
919 Third AvenueNew York State Teacher's Retirement System51.00%51.00%1,454,000 
11 West 34th Street (2)
Private Investor / Wharton Properties30.00%30.00%17,150 
280 Park AvenueVornado Realty Trust50.00%50.00%1,219,158 
1552-1560 Broadway (2) (4)
Wharton Properties50.00%50.00%57,718 
10 East 53rd StreetCanadian Pension Plan Investment Board55.00%55.00%354,300 
650 Fifth Avenue (2) (5)
Wharton Properties50.00%50.00%69,214 
11 Madison AvenuePGIM Real Estate60.00%60.00%2,314,000 
One Vanderbilt Avenue National Pension Service of Korea / Hines Interest LP71.01%71.01%1,657,198 
Worldwide Plaza (2)
RXR Realty / New York REIT24.95%24.95%2,048,725 
1515 BroadwayAllianz Real Estate of America56.87%56.87%1,750,000 
2 Herald Square (2) (6)
Israeli Institutional Investor51.00%51.00%369,000 
115 Spring Street (2)
Private Investor51.00%51.00%5,218 
15 Beekman (7)
A fund managed by Meritz Alternative Investment Management20.00%20.00%221,884 
85 Fifth AvenueWells Fargo36.27%36.27%12,946 
One Madison Avenue (8)
National Pension Service of Korea / Hines Interest LP / International Investor25.50%25.50%1,048,700 
220 East 42nd StreetA fund managed by Meritz Alternative Investment Management51.00%51.00%1,135,000 
450 Park Avenue (9)
Korean Institutional Investor / Israeli Institutional Investor50.10%25.10%337,000 
5 Times Square (2)
RXR Realty led investment group31.55%31.55%1,131,735 
245 Park Avenue (10)
U.S. Affiliate of Mori Trust Co., Ltd50.10%50.10%1,782,793 
625 Madison Avenue (11)
Private Investor90.43%90.43%563,000 
(1)Ownership interest and economic interest represent the Company's interests in the joint venture as of December 31, 2023. Changes in ownership or economic interests within the current year are disclosed in the notes below.
(2)Included in the Company's alternative strategy portfolio.
(3)In January 2024, together with its joint venture partner, the Company closed on the sale of the retail condominium at 717 Fifth Avenue for total consideration of $963.0 million.
(4)The joint venture owns a long-term leasehold interest in the retail space and certain other spaces at 1560 Broadway, which is adjacent to 1552 Broadway. In December 2023, following an assessment of the investment for recoverability, the Company recorded a charge of $8.1 million, which is included in Depreciable real estate reserves and impairments in the consolidated statements of operations.
(5)The joint venture owns a long-term leasehold interest in the retail space at 650 Fifth Avenue.
(6)In December 2023, following an assessment of the property and the investment for recoverability, the Company recorded a charge of $101.7 million, which is included in Depreciable real estate reserves and impairments in the consolidated statements of operations. In January 2024, the Company closed on the acquisition of interests in the joint venture that owns the leasehold interest for no consideration, which increases the Company's interest in the joint venture to 95.0%. In addition, the joint venture entered into an agreement to satisfy the existing $182.5 million mortgage on the property for a net payment of $7.0 million, which closed in February 2024.
(7)In 2020, the Company formed a joint venture, which then entered into a long-term sublease with the Company.
(8)In 2020, the Company admitted partners to the One Madison Avenue development project, which resulted in the Company no longer retaining a controlling interest in the entity, as defined in ASC 810, and deconsolidation of our remaining 50.5% interest. We recorded our investment at fair value, which resulted in the recognition of a fair value adjustment of $187.5 million. The fair value of our investment was determined by the terms of the joint venture agreement governing the capitalization of the project. In 2021, the Company admitted an additional partner to the development project with the partner's indirect ownership in the joint venture totaling 25.0%. The transaction did not meet sale accounting under ASC 860 and, as a result, was treated as a secured borrowing for accounting purposes and is included in Other liabilities in our consolidated balance sheets at December 31, 2023 and 2022.
(9)The 50.1% ownership interest reflected in this table is comprised of our 25.1% economic interest and a 25.0% economic interest held by a third-party. The third-party's economic interest is held within a joint venture that we consolidate and recognize in Noncontrolling interests in other partnerships on our consolidated balance sheet. An additional third-party owns the remaining 49.9% economic interest in the property.
(10)In June 2023, the Company sold a 49.9% interest, which resulted in the Company no longer retaining a controlling interest in the entity, as defined in ASC 810, and deconsolidation of the 50.1% interest we retained. We recorded our investment at fair value which resulted in the recognition of a fair value adjustment of ($17.0 million) during the year ended December 31, 2023. The fair value of our investment was determined by the terms of the joint venture agreement.
(11)In September 2023, following a UCC foreclosure, the Company converted its previous mezzanine debt investments in the fee interest to a 90.43% ownership interest. See Note 5, "Debt and Preferred Equity Investments." In December 2023, together with its joint venture, the Company entered into a contract to sell the fee ownership in the property. In connection with this contract, the Company recorded a charge of $23.1 million, which is included in Depreciable real estate reserves and impairments in the consolidated statements of operations. This transaction is expected to close in the first quarter of 2024.
Disposition of Joint Venture Interests or Properties
The following table summarizes the investments in unconsolidated joint ventures sold during the years ended December 31, 2023, 2022, and 2021:
PropertyOwnership Interest SoldDisposition DateGross Asset Valuation
(in millions)
(Loss) Gain
on Sale
(in millions) (1) (2)
21 East 66th Street32.28%December 2023$40.6 $(12.7)
121 Greene Street50.00%February 202314.0 (0.3)
Stonehenge PortfolioVariousApril 20221.0 — 
400 East 57th Street (3)
41.00%September 2021133.5 (1.0)
605 West 42nd Street - Sky20.00%June 2021858.1 8.9 
55 West 46th Street - Tower 4625.00%March 2021275.0 (15.2)
885 Third Avenue (4)
N/AJanuary 2021N/AN/A
(1)Represents the Company's share of the gain or loss
(2)For the years ended December 31, 2023 and December 31, 2021, the (losses) gains on sale are net of $2.0 million and $1.4 million, respectively, of employee compensation accrued in connection with the realization of the investment dispositions. There was no amount accrued for employee compensation in the year ended December 31, 2022. Additionally, amounts do not include adjustments for expenses recorded in subsequent periods.
(3)In connection with our agreement to sell the property in April 2021, we recorded a charge of $5.7 million, which is included in Depreciable real estate reserves and impairments in the consolidated statements of operations.
(4)In January 2021, pursuant to the partnership documents, certain participating rights of the common member expired. As a result, it was determined that we are the primary beneficiary of the VIE and the investment was consolidated in our financial statements. See Note 3, "Property Acquisitions."

Joint Venture Mortgages and Other Loans Payable
We generally finance our joint ventures with non-recourse debt. In certain cases we may provide guarantees or master leases, which terminate upon the satisfaction of specified circumstances or repayment of the underlying loans. The mortgage notes and other loans payable collateralized by the respective joint venture properties and assignment of leases as of December 31, 2023 and 2022, respectively, are as follows (dollars in thousands):
Principal OutstandingPrincipal Outstanding
EconomicCurrent MaturityFinal MaturityInterestDecember 31, 2023December 31, 2022
Property
Interest (1)
Date
Date (2)

Rate (3)
Gross SLG ShareGrossSLG Share
Fixed Rate Debt:
717 Fifth Avenue (4)(5)
10.92 %
   July 2022 (5)
   July 2022 (5)
5.02%$655,328 $71,536 $655,328 $71,536 
650 Fifth Avenue (4)
50.00 %
October 2023 (6)
January 2024 (6)
5.45%65,000 32,500 65,000 32,500 
220 East 42nd Street51.00 %June 2024June 20255.86%505,412 257,760 510,000 260,100 
5 Times Square (4)
31.55 %September 2024September 20267.13%477,783 150,740 400,000 126,200 
10 East 53rd Street55.00 %February 2025February 20255.45%220,000 121,000 220,000 121,000 
1515 Broadway56.87 %March 2025March 20253.93%762,002 433,344 782,321 444,898 
115 Spring Street (4)
51.00 %March 2025March 20255.50%65,550 33,431 — — 
450 Park Avenue25.10 %June 2025June 20276.10%271,394 68,120 267,000 67,017 
11 Madison Avenue60.00 %September 2025September 20253.84%1,400,000 840,000 1,400,000 840,000 
One Madison Avenue (7)
25.50 %November 2025November 20263.59%733,103 186,941 467,008 119,087 
800 Third Avenue60.52 %February 2026February 20263.37%177,000 107,120 177,000 107,120 
919 Third Avenue51.00 %April 2026April 20286.11%500,000 255,000 500,000 255,000 
625 Madison Avenue (8)
90.43 %December 2026December 20265.11%199,987 180,848 — — 
245 Park Avenue50.10 %June 2027June 20274.30%1,768,000 885,768 — — 
Worldwide Plaza (4)
24.95 %November 2027November 20273.98%1,200,000 299,400 1,200,000 299,400 
One Vanderbilt Avenue71.01 %July 2031July 20312.95%3,000,000 2,130,300 3,000,000 2,130,300 
280 Park Avenue  1,200,000 600,000 
21 East 66th Street  12,000 3,874 
Total fixed rate debt$12,000,559 $6,053,808 $10,855,657 $5,478,032 
Floating Rate Debt:
11 West 34th Street (4)
30.00 %
February 2023 (9)
February 2023 (9)
L+1.45%$23,000 $6,900 $23,000 $6,900 
650 Fifth Avenue (4)
50.00 %
October 2023 (6)
January 2024 (6)
S+2.25%210,000 105,000 210,000 105,000 
2 Herald Square (4)(10)
51.00 %
November 2023(10)
November 2023(10)
S+2.06%182,500 93,075 182,500 93,075 
100 Park Avenue49.90 %
January 2024 (11)
December 2025S+2.36%360,000 179,640 360,000 179,640 
15 Beekman (12)
20.00 %
January 2024 (13)
July 2025S+1.61%124,137 24,827 86,738 17,348 
1552 Broadway (4)
50.00 %February 2024February 2024S+2.75%193,133 96,567 193,132 96,566 
5 Times Square (4)
31.55 %September 2024September 2026S+5.65%610,010 192,458 495,924 156,464 
280 Park Avenue50.00 %September 2024September 2024S+2.03%1,200,000 600,000 — — 
21 East 66th Street  586 188 
115 Spring Street  65,550 33,431 
121 Greene Street  12,550 6,275 
Total floating rate debt$2,902,780 $1,298,467 $1,629,980 $694,887 
Total joint venture mortgages and other loans payable$14,903,339 $7,352,275 $12,485,637 $6,172,919 
Deferred financing costs, net(104,062)(54,865)(136,683)(66,910)
Total joint venture mortgages and other loans payable, net$14,799,277 $7,297,410 $12,348,954 $6,106,009 
(1)Economic interest represents the Company's interests in the joint venture as of December 31, 2023. Changes in ownership or economic interests, if any, within the current year are disclosed in the notes to the investment in unconsolidated joint ventures table above.
(2)Reflects exercise of all available options. The ability to exercise extension options may be subject to certain conditions, including meeting tests based on the operating performance of the property.
(3)Interest rates as of December 31, 2023, taking into account interest rate hedges in effect during the period. Floating rate debt is presented with the stated spread over Term SOFR ("S").
(4)Included in the Company's alternative strategy portfolio.
(5)The asset was sold and associated debt repaid in January 2024.
(6)In January 2024, the maturity date of the loan was extended by two months to March 2024.
(7)The loan is a $1.25 billion construction facility with an initial term of five years with one, one year extension option. Advances under the loan are subject to costs incurred. In conjunction with the loan, the Company provided partial guarantees for interest and principal payments, the amounts of which are based on certain construction milestones and operating metrics. In July 2023, the facility was modified, which will allow the partnership to utilize the final tranche of the facility for an expanded range of uses, including additional amenities funded by construction cost savings and for hedging activities in contemplation of a permanent financing.
(8)Represents $168.9 million of loan principal and $31.1 million of accrued interest.
(9)The Company's joint venture partner is in discussions with the lender on resolution of the past maturity.
(10)The Company closed on the acquisition of additional interests in the joint venture in January 2024, which increased the Company's interest to 95%. In addition, the joint venture entered into an agreement to satisfy the existing mortgage for a net payment of $7.0 million, which closed in February 2024.
(11)The Company is in discussions with the lender to exercise the available extension option.
(12)This loan is a $125.0 million construction facility. Advances under the loan are subject to costs incurred.
(13)In January 2024, the maturity date of the loan was extended to July 2024.

We are entitled to receive fees for providing management, leasing, construction supervision and asset management services to certain of our joint ventures. We earned $21.1 million, $24.0 million and $19.6 million from these services, net of our ownership share of the joint ventures, for the years ended December 31, 2023, 2022, and 2021, respectively. In addition, we have the ability to earn incentive fees based on the ultimate financial performance of certain of the joint venture properties.
The combined balance sheets for the unconsolidated joint ventures, as of December 31, 2023 and 2022, are as follows (in thousands):
December 31, 2023December 31, 2022
Assets (1)
Commercial real estate property, net$18,467,340 $15,989,642 
Cash and restricted cash656,038 709,299 
Tenant and other receivables, related party receivables, and deferred rents receivable673,532 601,552 
Other assets2,584,765 2,551,426 
Total assets$22,381,675 $19,851,919 
Liabilities and equity (1)
Mortgages and other loans payable, net$14,799,277 $12,348,954 
Deferred revenue1,108,180 1,077,901 
Lease liabilities990,276 1,000,356 
Other liabilities447,705 456,537 
Equity5,036,237 4,968,171 
Total liabilities and equity$22,381,675 $19,851,919 
Company's investments in unconsolidated joint ventures$2,983,313 $3,190,137 
(1)As of December 31, 2023, $545.6 million of net unamortized basis differences between the amount at which our investments are carried and our share of equity in net assets of the underlying property will be amortized through equity in net income (loss) from unconsolidated joint ventures over the remaining life of the underlying items having given rise to the differences.
The combined statements of operations for the unconsolidated joint ventures, from acquisition date through the years ended December 31, 2023, 2022, and 2021 are as follows (unaudited, in thousands):
Year Ended December 31,
202320222021
Total revenues$1,525,044 $1,339,364 $1,228,364 
Operating expenses253,630 240,002 203,332 
Real estate taxes287,462 252,806 225,104 
Operating lease rent29,048 26,152 22,576 
Interest expense, net of interest income574,032 431,865 342,910 
Amortization of deferred financing costs28,157 27,754 31,423 
Depreciation and amortization516,466 465,100 484,130 
Total expenses$1,688,795 $1,443,679 $1,309,475 
Loss on early extinguishment of debt (467)(2,017)
Net loss before (loss) gain on sale$(163,751)$(104,782)$(83,128)
Company's equity in net loss from unconsolidated joint ventures$(76,509)$(57,958)$(55,402)