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Investment in Unconsolidated Joint Venture
12 Months Ended
Dec. 31, 2022
Equity Method Investments and Joint Ventures [Abstract]  
Investment in Unconsolidated Joint Venture

Note 6 — Investment in Unconsolidated Joint Venture

On October 30, 2013, the Predecessor purchased a 48.9% equity interest in Worldwide Plaza for a contract purchase price of $220.1 million, based on the property value at that time for Worldwide Plaza of $1.3 billion less $875.0 million of debt on the property.

On June 1, 2017, the Predecessor acquired an additional 49.9% equity interest on exercise of the WWP Option pursuant to the Company’s rights under the joint venture agreement of Worldwide Plaza for a contract purchase price of $276.7 million, based on the option price of approximately $1.4 billion less $875.0 million of debt on the property. The Predecessor’s joint venture partner exercised its right to retain 1.2% of the aggregate membership interests in Worldwide Plaza. Following the exercise of the option, the Predecessor owned a total equity interest of 98.8% in Worldwide Plaza.

 

On October 18, 2017, the Predecessor sold a 48.7% interest in Worldwide Plaza to a joint venture managed by SL Green Realty Corp. and RXR Realty LLC based on an estimated underlying property value of $1.725 billion. In conjunction with the equity sale, there was a concurrent $1.2 billion refinancing of the existing Worldwide Plaza debt. The Predecessor received cash at closing of approximately $446.5 million from the sale and excess proceeds from the financing, net of closing costs which included $108.3 million of defeasance and prepayment costs. The new debt on Worldwide Plaza bears interest at a blended rate of approximately 3.98% per annum, requires monthly payments of interest only and matures in November 2027. If by August 31, 2023, the space currently leased by Cravath, Swaine & Moore has not been sufficiently re-leased on terms that would generate sufficient cash flow to satisfy debt service requirements, the joint venture that owns Worldwide Plaza would be restricted from making distributions under the terms of its indebtedness.

 

The Company initially set aside approximately $90.7 million from the 2017 refinancing proceeds to cover our share of potential future leasing and capital costs at the property; as discussed in “Note 8 – Commitments and Contingencies,” the Company believes that there is no obligation to reserve this amount, and even if such an obligation existed, it has lapsed and we are seeking a declaratory judgment in the Delaware Court of Chancery that we are permitted to distribute the reserved funds. Following the sale of its interest discussed above, the Company now holds a 50.1% interest in Worldwide Plaza. The Company has determined that this investment is an investment in a VIE. The Company has determined that it is not the primary beneficiary of this VIE since the Company does not have the power to direct the activities that most significantly impact the VIE’s economic performance. The Company accounts for this investment using the equity method of accounting.

The lease with one of the tenants at the Worldwide Plaza property contains a right of first offer in the event that Worldwide Plaza sells 100% of the property. The right requires Worldwide Plaza to offer the tenant the option to purchase 100% of the Worldwide Plaza property, at the price, and on other material terms, proposed by Worldwide Plaza to third parties. If, after a 45-day period, that tenant does not accept the offer, Worldwide Plaza may then sell the property to a third party, provided that Worldwide Plaza will be required to re-offer the property to that tenant if it desires to sell the property for a purchase price (and other economic consideration) less than 92.5% of the initial purchase price contained in the offer to that tenant.

 

We have a right to transfer our membership interests in Worldwide Plaza to purchasers meeting certain qualifications, subject to a right of first offer to our joint venture partner. Commencing January 18, 2022, we and our joint venture partner also have the right to require the joint venture to market the property owned by it for sale, subject to a right of first offer to our joint venture partner.

 

Any transferee of our interest would acquire an interest subject to the same limitations on participation in the management of Worldwide Plaza that are applicable to us. There can be no assurance these limitations will not affect our ability to sell our interest in Worldwide Plaza or the amount we would receive on a sale. In addition, we may determine that a sale of the property rather than our interest in Worldwide Plaza is the best way to maximize the value of our interest in Worldwide Plaza. A sale of the property could substantially delay the timing of our complete liquidation. Additionally, the existence of the right of first offers may delay our ability to sell the Worldwide Plaza property or our interest in Worldwide Plaza on terms and in the timeframe of our choosing and may diminish the price we receive on a sale.

The following table lists the tenants whose annualized cash rent represented greater than 10% of total annualized cash rent at the Company as of December 31, 2022, 2021 and 2020, including annualized cash rent related to the Company’s unconsolidated joint venture:

 

 

 

 

 

December 31,

 

Property Portfolio

 

Tenant

 

2022

 

 

2021

 

 

2020

 

Worldwide Plaza

 

Cravath, Swaine & Moore, LLP

 

 

50

%

 

 

48

%

 

 

48

%

Worldwide Plaza

 

Nomura Holdings America, Inc.

 

 

29

%

 

 

30

%

 

 

31

%

 

The termination, delinquency or non-renewal of any of the above tenants may have a material adverse effect on the Company’s operations. The lease with Cravath, Swaine & Moore expires in August 2024 and the tenant has informed Worldwide Plaza that they do not intend to enter into a new lease upon expiration of the existing lease.

The amounts reflected in the following tables are based on the financial information of Worldwide Plaza. Under liquidation accounting, equity investments are carried at net realizable value.

 

The condensed balance sheets as of December 31, 2022 and 2021 for Worldwide Plaza are as follows:

 

 

 

December 31,

 

(In thousands)

 

2022

 

 

2021

 

Real estate assets, at cost

 

$

846,124

 

 

$

840,798

 

Less accumulated depreciation and amortization

 

 

(298,953

)

 

 

(281,011

)

Total real estate assets, net

 

 

547,171

 

 

 

559,787

 

Cash and cash equivalents

 

 

47,613

 

 

 

53,351

 

Other assets

 

 

126,811

 

 

 

122,921

 

Total assets

 

$

721,595

 

 

$

736,059

 

Debt

 

$

1,241,903

 

 

$

1,271,177

 

Other liabilities

 

 

240,428

 

 

 

181,005

 

Total liabilities

 

 

1,482,331

 

 

 

1,452,182

 

Deficit

 

 

(760,736

)

 

 

(716,123

)

Total liabilities and deficit

 

$

721,595

 

 

$

736,059

 

 

The condensed statements of operations for the years ended December 2022, 2021 and 2020 for Worldwide Plaza are as follows:

 

 

 

December 31,

 

(In thousands)

 

2022

 

 

2021

 

 

2020

 

Rental income

 

$

142,201

 

 

$

150,815

 

 

$

135,435

 

Operating expenses:

 

 

 

 

 

 

 

 

 

Operating expenses

 

 

67,626

 

 

 

65,845

 

 

 

65,396

 

Depreciation and amortization

 

 

20,884

 

 

 

29,440

 

 

 

21,004

 

Total operating expenses

 

 

88,510

 

 

 

95,285

 

 

 

86,400

 

Operating income

 

 

53,691

 

 

 

55,530

 

 

 

49,035

 

Interest expense

 

 

(80,823

)

 

 

(78,892

)

 

 

(77,265

)

Net loss allocated to non-controlling interest

 

 

30,227

 

 

 

34,489

 

 

 

35,621

 

Net income

 

$

3,095

 

 

$

11,127

 

 

$

7,391