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SUBSEQUENT EVENTS
3 Months Ended
Mar. 31, 2026
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS SUBSEQUENT EVENTS
The Company evaluates subsequent events up until the date the consolidated financial statements are issued.
Fifth Modification of the Modified Portfolio Revolving Loan Facility
On April 2, 2026, the Company, through the Modified Portfolio Revolving Loan Borrowers, entered into the Fifth Modification Agreement with the Modified Portfolio Revolving Loan Agent and the Modified Portfolio Revolving Loan Lenders. Upon closing of the Fifth Modification Agreement and after giving effect to the disbursement of the holdbacks described below, the outstanding principal balance of the Modified Portfolio Revolving Loan Facility was $160.4 million, with no additional holdbacks available for future funding.
The Fifth Modification Agreement extended the maturity date of the Modified Portfolio Revolving Loan Facility to December 15, 2026. The Fifth Modification Agreement provides for an additional extension of the maturity date to March 31, 2027, subject to the satisfaction of certain terms and conditions contained in the Fifth Modification Agreement, some of which conditions are not in the sole control of the Company, including the Company’s taking identified actions relating to its portfolio.
The Fifth Modification Agreement eliminated the requirement of the Modified Portfolio Revolving Loan Borrowers to make principal amortization payments during the term of loan.
Pursuant to the Fifth Modification Agreement, the Modified Portfolio Revolving Loan Borrowers agreed to defer payment to the Company of all REIT-level expenses allocable to the Modified Portfolio Revolving Loan Properties and to defer payment to the Advisor of asset management fees allocable to the Modified Portfolio Revolving Loan Properties (together, the “Deferred Expenses”). The Deferred Expenses may only be paid as follows:
(i)If 515 Congress is sold before 201 17th Street, and if no defaults or events of default exist under the Modified Portfolio Revolving Loan Facility, an amount equal to the aggregate unpaid Deferred Expenses that have accrued as of the date of the closing of the sale of 515 Congress shall be released and disbursed to the Modified Portfolio Revolving Loan Borrowers to the extent that the net sale proceeds from the sale of 515 Congress exceed the minimum release price for 515 Congress and such released funds shall be used by the Modified Portfolio Revolving Loan Borrowers solely to pay outstanding Deferred Expenses, with any shortfall being further deferred until all outstanding obligations under the Modified Portfolio Revolving Loan Facility are paid in full.
(ii)If 201 17th Street is sold before 515 Congress, and if no defaults or events of default exist under the Modified Portfolio Revolving Loan Facility, an amount equal to the aggregate unpaid Deferred Expenses that have accrued as of the date of the closing of the sale of 201 17th Street shall be released and disbursed to the Modified Portfolio Revolving Loan Borrowers to the extent that the net sale proceeds from the sale of 201 17th Street exceed the minimum release price for 201 17th Street and such released funds shall be used by the Modified Portfolio Revolving Loan Borrowers solely to pay outstanding Deferred Expenses, with any shortfall being further deferred until all outstanding obligations under the Modified Portfolio Revolving Loan Facility are paid in full.
Pursuant to the Fifth Modification Agreement, the Modified Portfolio Revolving Loan Borrowers drew down $1.8 million of the available holdbacks (the “TI Draw”) under the Modified Portfolio Revolving Loan Facility and the proceeds of the TI Draw were deposited into the cash management account established for the Modified Portfolio Revolving Loan Facility. The proceeds from the TI Draw are accessible to the Modified Portfolio Revolving Loan Borrowers solely for tenant improvements, leasing commissions and capital expenditures at the Modified Portfolio Revolving Loan Properties in accordance with the terms and conditions of the loan documents. The Fifth Modification Agreement also modified the provisions of the cash management account such that all monthly excess cash flow from the Modified Portfolio Revolving Loan Properties after principal, interest and tax escrow payments (see below) will be applied to the cash management account and funding shall be available from the cash management account only for tenant improvements, leasing commissions and capital expenditures at the Modified Portfolio Revolving Loan Properties in accordance with the terms and conditions of the loan documents. For more information on the cash management account, see the 2024 Annual Report.
Additionally, the Fifth Modification Agreement establishes a real estate tax escrow account (the “Tax Escrow Account”) to provide funding for future real estate taxes related to the Modified Portfolio Revolving Loan Properties. Pursuant to the Fifth Modification Agreement, the Modified Portfolio Revolving Loan Borrowers initially funded the Tax Escrow Account by drawing down $1.0 million of the available holdbacks under the Modified Portfolio Revolving Loan Facility. The Modified Portfolio Revolving Loan Borrowers will also make monthly deposits into the Tax Escrow Account. The Modified Portfolio Revolving Loan Borrowers granted the Modified Portfolio Revolving Loan Agent, for the benefit of the Modified Portfolio Revolving Loan Agent and the Modified Portfolio Revolving Loan Lenders, a first lien security interest in the Tax Escrow Account. Upon the occurrence and during the continuance of an event of default under the Modified Portfolio Revolving Loan Facility, the Modified Portfolio Revolving Loan Agent may apply funds in the Tax Escrow Account toward amounts due by the Modified Portfolio Revolving Loan Borrowers under the Modified Portfolio Revolving Loan Facility.
The Fifth Modification Agreement also amended the debt service coverage ratio the Modified Portfolio Revolving Loan Borrowers are required to maintain and requires the Modified Portfolio Revolving Loan Borrowers to comply with a one-time loan-to-value requirement. In connection with the Fifth Modification Agreement, REIT Properties III, as guarantor under the Modified Portfolio Revolving Loan Facility, also agreed to amendments to its financial covenants under the guaranty (eliminating the net worth and leverage ratio covenants and imposing a less restrictive earnings to fixed charges ratio).
For more information on the Modified Portfolio Revolving Loan Facility, see the 2024 Annual Report and Note 8, “Notes Payable – Recent Financing Transactions – Modified Portfolio Revolving Loan Facility.”
Amendment to Advisory Agreement
In connection with the Fifth Modification Agreement, on April 2, 2026, the Company and the Advisor entered into an amendment to the Advisory Agreement to defer payment of certain fees to the Advisor as set forth in the Modified Portfolio Revolving Loan Facility (as modified and amended by the Fifth Modification Agreement).
Seventh Modification and Extension of the 3001 & 3003 Washington Mortgage Loan
On May 21, 2019, the Company, through indirect wholly owned subsidiaries (the “3001 & 3003 Washington Borrowers”), entered into a mortgage loan (as subsequently modified and amended, the “3001 & 3003 Washington Mortgage Loan”) with Bank of America, N.A., as administrative agent and lender (the “3001 & 3003 Washington Lender”).
On April 29, 2026, the 3001 & 3003 Washington Borrowers and REIT Properties III entered into the seventh modification and extension agreement of the 3001 & 3003 Washington Mortgage Loan with the 3001 & 3003 Washington Lender (the “3001 & 3003 Washington Mortgage Loan Seventh Modification”). Pursuant to the 3001 & 3003 Washington Mortgage Loan Seventh Modification, the 3001 & 3003 Washington Lender agreed to extend the maturity date of the 3001 & 3003 Washington Mortgage Loan to August 4, 2026 with an option to further extend the maturity date of the 3001 & 3003 Washington Mortgage Loan to November 2, 2026, subject to the satisfaction of certain terms and conditions contained in the 3001 & 3003 Washington Mortgage Loan Seventh Modification, some of which conditions are not in the Company’s sole control, including the Company taking identified actions relating to its portfolio (the “Extension Option”). Notwithstanding the foregoing, the 3001 & 3003 Washington Mortgage Loan Seventh Modification provides that at any time following August 4, 2026, an immediate default will result under the 3001 & 3003 Washington Mortgage Loan two business days following the failure of the Company to meet certain conditions of the 3001 & 3003 Washington Mortgage Loan Seventh Modification. Additionally, pursuant to the 3001 & 3003 Washington Mortgage Loan Seventh Modification, effective May 7, 2026, the 3001 & 3003 Washington Mortgage Loan bears interest at one-month Term SOFR plus 325 basis points and upon the effectiveness of the Extension Option, the 3001 & 3003 Washington Mortgage Loan bears interest at one-month Term SOFR plus 350 basis points.
For more information on the 3001 & 3003 Washington Mortgage Loan, see the 2024 Annual Report.