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Transactions
3 Months Ended
Mar. 31, 2020
Real Estate [Abstract]  
Transactions Transactions
Normandy Acquisition
On January 24, 2020, Columbia Property Trust acquired Normandy Real Estate Management, LLC ("Normandy"), a developer, operator, and investment manager of office and mixed-use assets with a focus on assets in New York, Boston, and Washington, D.C. (the "Normandy Acquisition"). As a result of the Normandy Acquisition, the Company acquired an operating platform, interests in the Real Estate Funds, and contracts to earn fees for providing management services to properties affiliated with the Real Estate Funds (see Note 12, Non-Lease Revenues, for details).
The purchase price, exclusive of adjustments and transaction costs, is comprised of two components: (i) an approximately $14.0 million cash payment, and (ii) the issuance of 3,264,151 Series A Convertible, Perpetual Preferred Units of Columbia OP with a liquidation preference of $26.50 per unit (the "Preferred OP Units"). The Preferred OP Units are convertible for common units of Columbia OP, which are exchangeable into shares of Columbia Property Trust's common stock, subject to certain terms and conditions. As of the closing date of the acquisition, the Preferred OP Units had an estimated fair value of $24.43. The fair value of the Preferred OP Units was determined using a lattice valuation model, utilizing significant unobservable inputs (Level 3 under the fair value hierarchy described in Note 2, Summary of Significant Accounting Policies). The initial purchase consideration was allocated as follows (in thousands):
January 24, 2020
Goodwill$63,806  
Prepaid expenses and other assets(1)
7,670  
Cash1,260  
Operating lease assets934  
Investments in unconsolidated joint ventures(2)
419  
Accounts payable, accrued expenses, and accrued capital expenditures(2,881) 
Operating lease liabilities(934) 
Deferred income(77) 
Total initial purchase consideration$70,197  
(1)Prepaid expenses and other assets includes $3.7 million of investments in Real Estate Funds, as described in Note 2, Summary of Significant Accounting Policies.
(2)Reflects interests in five unconsolidated joint ventures that earn fees for providing management services to properties affiliated with the Real Estate Funds.
In addition, approximately $24.4 million will be recorded as compensation expense over the next four years based on the vesting periods of the respective Preferred OP Units. During the first quarter of 2020, Columbia Property Trust incurred $12.1 million of transaction costs related to the Normandy Acquisition, which include legal, advisory, and other professional services fees and is reflected as acquisition costs on the accompanying consolidated statements of operations. For the period from January 24, 2020 through March 31, 2020, Columbia Property Trust recognized additional revenues of $5.2 million and additional net income, excluding the impact of acquisition costs, of $0.7 million as a result of the Normandy Acquisition.
Real Estate Acquisitions
PropertyLocationDatePercent Acquired
Purchase Price
(in thousands)(1)
2020
Terminal WarehouseNew York, NYMarch 13, 20208.65 %$40,048  
(2)
2019
201 California StreetSan Francisco, CADecember 9, 2019100.00 %$238,900  
101 Franklin Street(3)
New York, NYDecember 2, 201992.50 %$205,500  
(1)Exclusive of transaction costs and price adjustments. See purchase price allocation table below for a breakout of the net purchase price for wholly owned properties.
(2)This property is owned through an unconsolidated joint venture. Purchase price is for Columbia Property Trust's partial interest in the property.
(3)Property is owned through a consolidated joint venture.
Terminal Warehouse Joint Venture
On March 13, 2020, Columbia Property Trust acquired a one-third general partnership interest and limited partnership interests, totaling an 8.65% economic interest, in Terminal Warehouse, a 1.2-million-square-foot property located in West Chelsea, New York, that will be fully redeveloped into mixed-use retail and office space (the "Terminal Warehouse Joint Venture"). The Terminal Warehouse Joint Venture has a two-year, interest-only acquisition loan with a total capacity of $650.0 million, and an outstanding balance of $625.5 million as of March 31, 2020. The loan matures on October 23, 2020, with a one-year extension option. The Company earns fees from providing management services to the Terminal Warehouse Joint Venture. See Note 4, Unconsolidated Joint Ventures, and Note 12, Non-Lease Revenues, for more detail.
201 California Street
On December 9, 2019, Columbia Property Trust acquired 201 California Street, a 17-story, 252,000-square-foot office tower in San Francisco. As of the acquisition date, 201 California Street was 99% leased to 34 tenants, including First Republic Bank (13%), Dow Jones & Company, Inc. (12%), and Cooper, White & Cooper, LLP (12%). For the period from December 9, 2019 to December 31, 2019, Columbia Property Trust recognized revenues of $1.4 million and net income of $0.1 million from 201 California Street.
101 Franklin Street
On December 2, 2019, Columbia Property Trust acquired a 92.5% controlling financial interest in 101 Franklin Street, a 16-story, 235,000-square-foot office building in Manhattan that will be fully redeveloped through a consolidated joint venture.
Purchase Price Allocations for Consolidated Property Acquisitions
201 California Street
101 Franklin Street(1)
(in thousands)(in thousands)
LocationSan Francisco, CANew York, NY
Date AcquiredDecember 9, 2019December 2, 2019
Purchase Price:
Land$77,833  $57,145  
Building and improvements157,513  149,500  
Intangible lease assets13,241  —  
Intangible lease origination costs5,785  —  
Intangible below market lease liability(8,064) —  
Total purchase price$246,308  $206,645  
(1)Owned through a consolidated joint venture, in which Columbia Property Trust owns a 92.5% interest.
Pro Forma Financial Information
The following unaudited pro forma statement of operations presented for the three months ended March 31, 2019, has been prepared for Columbia Property Trust to give effect to the acquisitions of 201 California Street and 101 Franklin Street as if the acquisitions had occurred on January 1, 2018. The following unaudited pro forma financial information for Columbia Property Trust has been prepared for informational purposes only and is not necessarily indicative of future results or of actual results that would have been achieved had these acquisitions been consummated as of January 1, 2018 (in thousands):
For the Three Months Ended March 31, 2019
Revenues$79,656  
Net income attributable to common stockholders of Columbia Property Trust$5,736  

Real Estate Dispositions
During 2020 and 2019, Columbia Property Trust sold the following properties, or partial interests in properties of unconsolidated joint ventures. Additional information for certain of the disposition transactions is provided below the table.
PropertyLocationDate% Sold
Sales Price(1)
(in thousands)
Gain (loss) on Sale
(in thousands)
2020
Pasadena Corporate ParkLos Angeles, CAMarch 31, 2020100 %$78,000  $(83) 
Cranberry Woods DrivePittsburgh, PAJanuary 16, 2020100 %$180,000  $13,428  
2019
Lindbergh CenterAtlanta, GASeptember 26, 2019100 %$187,000  $—  
One & Three Glenlake ParkwayAtlanta, GAApril 15, 2019100 %$227,500  $42,030  
(1)Exclusive of transaction costs and price adjustments.

Pasadena Corporate Park
On March 31, 2020, Columbia Property Trust closed on the sale of Pasadena Corporate Park for a gross sales price of $78.0 million, exclusive of transaction costs, resulting in a loss on sale of $83,000. Columbia Property Trust recognized an impairment loss of $20.6 million related to this property in the fourth quarter of 2019. The proceeds from this transaction are held in cash and cash equivalents on the accompanying consolidated balance sheet as of March 31, 2020.
Cranberry Woods Drive
On January 19, 2020, Columbia Property Trust closed on the sale of Cranberry Woods Drive for a gross sales price of $180.0 million, exclusive of transaction costs, resulting in a gain on sale of $13.4 million. The proceeds from this transaction were used to pay down the Revolving Credit Facility, as described in Note 5, Line of Credit and Notes Payable.
Lindbergh Center
On September 26, 2019, Columbia Property Trust closed on the sale of Lindbergh Center, including Lindbergh Center – Retail, for a gross sales price of $187.0 million, exclusive of transaction costs. Columbia Property Trust recognized an impairment loss of $23.4 million related to this property in the third quarter of 2019. $46.0 million of the proceeds from this transaction had been used to pay down the Revolving Credit Facility, as described in Note 5, Line of Credit and Notes Payable.
One & Three Glenlake Parkway
On April 15, 2019, Columbia Property Trust closed on the sale of One & Three Glenlake Parkway in Atlanta, for a gross sale price of $227.5 million, exclusive of $33.6 million of adjustments for tenant improvements and rent abatements funded at closing. The proceeds from this transaction were used to pay down the Revolving Credit Facility, as described in Note 5, Line of Credit and Notes Payable.