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Corporate Indebtedness
3 Months Ended
Mar. 31, 2013
Corporate Indebtedness  
Corporate Indebtedness

 

 

9.  Corporate Indebtedness

 

2012 Credit Facility

 

In November 2012, we entered into a $1.6 billion credit facility, or the 2012 credit facility, which refinanced, extended and upsized the previous 2011 revolving credit facility. The 2012 credit facility consists of a $1.2 billion revolving credit facility, or the revolving credit facility, and a $400.0 million term loan, or the term loan facility.  The revolving credit facility matures in March 2017 and includes two six-month extension options, subject to certain conditions and the payment of an extension fee of 10 basis points for each such extension. We also have an option, subject to customary conditions, without the consent of existing lenders, to increase the capacity under the revolving credit facility to $1.5 billion at any time prior to the maturity date for the revolving credit facility, by obtaining additional commitments from our current lenders and other financial institutions. The term loan facility matures on March 30, 2018.

 

The 2012 credit facility bears interest at a spread over LIBOR ranging from (i) 100 basis points to 175 basis points for loans under the revolving credit facility and (ii) 115 basis points to 200 basis points for loans under the term loan facility, in each case based on the credit rating assigned to the senior unsecured long term indebtedness of ROP. At March 31, 2013, the applicable spread was 145 basis points for revolving credit facility and 165 basis points for the term loan facility. We are required to pay quarterly in arrears a 15 to 35 basis point fee on the unused balance of the commitments under the revolving credit facility. As of March 31, 2013, the facility fee was 30 basis points. At March 31, 2013, we had approximately $91.9 million of outstanding letters of credit, $30.0 million borrowings under the revolving credit facility and $400.0 million outstanding under the term loan facility, with undrawn capacity of $1.2 billion under the 2012 credit facility.

 

We, ROP and the Operating Partnership are all borrowers jointly and severally obligated under the 2012 credit facility. No other subsidiary of ours is an obligor under the 2012 credit facility.

 

The 2012 credit facility includes certain restrictions and covenants (see Restrictive Covenants below).

 

2011 Revolving Credit Facility

 

The 2012 credit facility replaced our $1.5 billion revolving credit facility, or the 2011 revolving credit facility, which was terminated concurrently with the entering into the 2012 credit facility. The 2011 revolving credit facility bore interest at a spread over LIBOR ranging from 100 basis points to 185 basis points, based on the credit rating assigned to the senior unsecured long term indebtedness of ROP, and required us to pay quarterly in arrears a 17.5 to 45 basis point facility fee on the total commitments under the 2011 revolving credit facility. The 2011 revolving credit facility included certain restrictions and covenants and, as of the time of the termination of the 2011 revolving credit facility and as of November 2012, we were in compliance with all such restrictions and covenants.

 

Senior Unsecured Notes

 

The following table sets forth our senior unsecured notes and other related disclosures as of March 31, 2013 and December 31, 2012, respectively by scheduled maturity date (amounts in thousands):

 

Issuance

 

March 31,
2013
Unpaid
Principal
Balance

 

March 31,
2013
Accreted
Balance

 

December
31, 2012
Accreted
Balance

 

Coupon
Rate(1)

 

Effective
Rate

 

Term
(in Years)

 

Maturity

 

August 13, 2004(2)(3)

 

$

75,898

 

$

75,898

 

$

75,898

 

5.88

%

5.88

%

10

 

August 15, 2014

 

March 31, 2006(2)(3)

 

255,308

 

255,175

 

255,165

 

6.00

%

6.02

%

10

 

March 31, 2016

 

October 12, 2010(4)

 

345,000

 

289,919

 

287,373

 

3.00

%

7.13

%

7

 

October 15, 2017

 

August 5, 2011(5)

 

250,000

 

249,636

 

249,620

 

5.00

%

5.03

%

7

 

August 15, 2018

 

March 16, 2010(5)

 

250,000

 

250,000

 

250,000

 

7.75

%

7.75

%

10

 

March 15, 2020

 

November 15, 2012(5)

 

200,000

 

200,000

 

200,000

 

4.50

%

4.50

%

10

 

December 1, 2022

 

June 27, 2005(2)(6)

 

7

 

7

 

7

 

4.00

%

4.00

%

20

 

June 15, 2025

 

March 26, 2007(7)

 

11,953

 

11,953

 

16,893

 

3.00

%

3.00

%

20

 

March 30, 2027

 

 

 

$

1,388,166

 

$

1,332,588

 

$

1,334,956

 

 

 

 

 

 

 

 

 

 

 

(1)                                 Interest on the senior unsecured notes is payable semi-annually with principal and unpaid interest due on the scheduled maturity dates.

(2)                                 Issued by ROP.

(3)                                 On December 27, 2012, we repurchased $42.4 million of aggregate principal amount of these notes, consisting of $22.7 million of the 5.875% Notes and $19.7 million of the 6.0% Notes, for a total consideration of $46.4 million and realized a net loss on early extinguishment of debt of approximately $3.8 million.

(4)                                 In October 2010, the Operating Partnership issued $345.0 million of these exchangeable notes.  Interest on these notes is payable semi-annually on April 15 and October 15. The notes had an initial exchange rate representing an exchange price that was set at a 30.0% premium to the last reported sale price of our common stock on October 6, 2010, or $85.81. The initial exchange rate is subject to adjustment under certain circumstances. The current exchange rate is 11.6800 shares of our common stock per $1,000 principal amount of these notes. The notes are senior unsecured obligations of the Operating Partnership and are exchangeable upon the occurrence of specified events and during the period beginning on the twenty-second scheduled trading day prior to the maturity date and ending on the second business day prior to the maturity date, into cash or a combination of cash and shares of our common stock, if any, at our option. The notes are guaranteed by ROP. On the issuance date, $78.3 million of the debt balance was recorded in equity. As of March 31, 2013, approximately $55.1 million remained to be amortized into the debt balance.

(5)                                 Issued by us, the Operating Partnership and ROP, as co-obligors.

(6)                                 Exchangeable senior debentures which are currently callable at par. In addition, the debentures can be put to ROP, at the option of the holder at par plus accrued and unpaid interest, on June 15, 2015 and 2020 and upon the occurrence of certain change of control transactions. As a result of the acquisition of all outstanding shares of common stock of Reckson, or the Reckson Merger, the adjusted exchange rate for the debentures is 7.7461 shares of our common stock per $1,000 of principal amount of debentures and the adjusted reference dividend for the debentures is $1.3491.  During the year ended December 31, 2012, we repurchased $650,000 of these bonds at par.

(7)                                 In March 2007, the Operating Partnership issued $750.0 million of these exchangeable notes.  Interest on these notes is payable semi-annually on March 30 and September 30. The notes have an initial exchange rate representing an exchange price that was set at a 25.0% premium to the last reported sale price of our common stock on March 20, 2007, or $173.30. The initial exchange rate is subject to adjustment under certain circumstances. The notes are senior unsecured obligations of the Operating Partnership and are exchangeable upon the occurrence of specified events and during the period beginning on the twenty-second scheduled trading day prior to the maturity date and ending on the second business day prior to the maturity date, into cash or a combination of cash and shares of our common stock, if any, at our option. The notes are currently redeemable at the Operating Partnership’s option. The Operating Partnership may be required to repurchase the notes on March 30, 2017 and 2022, and upon the occurrence of certain designated events. On March 30, 2012, we repurchased $102.2 million of aggregate principal amount of the exchangeable notes pursuant to a mandatory offer to repurchase the notes. On the issuance date, $66.6 million was recorded in equity and was fully amortized into the debt balance as of March 31, 2012. On January 2, 2013, we repurchased $4.9 million of aggregate principal amount of exchangeable notes at 99.6% of the principal amount.

 

Restrictive Covenants

 

The terms of the 2012 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 minimum amount of tangible net worth, a 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 us to continue to qualify as a REIT for Federal income tax purposes. As of March 31, 2013 and December 31, 2012, we were in compliance with all such covenants.

 

Junior Subordinate Deferrable Interest Debentures

 

In June 2005, we issued $100.0 million in unsecured floating rate 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 proceeds from the security offering were transferred to the Operating Partnership as a loan. The securities mature in 2035 and bear interest at a fixed rate of 5.61% for the first ten years ending July 2015.  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 balance sheet and the related payments are classified as interest expense.

 

Principal Maturities

 

Combined aggregate principal maturities of mortgages and other loans payable, revolving credit facility, trust preferred securities, term loan and senior unsecured notes and our share of joint venture debt as of March 31, 2013, including as-of-right extension options, were as follows (in thousands):

 

 

 

Scheduled
Amortization

 

Principal
Repayments

 

Revolving
Credit
Facility

 

Trust
Preferred
Securities

 

Term Loan
and Senior
Unsecured
Notes

 

Total

 

Joint
Venture
Debt

 

2013

 

$

30,878

 

$

357,308

 

$

 

$

 

$

 

$

388,186

 

$

185,130

 

2014

 

43,668

 

146,273

 

 

 

75,898

 

265,839

 

364,191

 

2015

 

46,325

 

229,537

 

 

 

7

 

275,869

 

36,886

 

2016

 

56,839

 

516,667

 

 

 

255,175

 

828,681

 

527,682

 

2017

 

60,897

 

1,098,064

 

 

 

301,872

 

1,460,833

 

933,612

 

Thereafter

 

367,307

 

1,861,722

 

30,000

 

100,000

 

1,099,636

 

3,458,665

 

151,642

 

 

 

$

605,914

 

$

4,209,571

 

$

30,000

 

$

100,000

 

$

1,732,588

 

$

6,678,073

 

$

2,199,143

 

 

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

 

 

 

Three Months Ended
March 31,

 

 

 

2013

 

2012

 

Interest expense

 

$

81,789

 

$

80,547

 

Interest income

 

(453

)

(410

)

Interest expense, net

 

$

81,336

 

$

80,137

 

Interest capitalized

 

$

3,062

 

$

2,536