Debt

Debt consisted of the following as of September 30, 2014 and December 31, 2013 (amounts in thousands):



					As of September 30, 2014
	Principal Balance as of September 30, 2014		Principal Balance as of December 31, 2013		Stated Rate		Effective Rate⁽¹⁾		Maturity Date⁽²⁾
Mortgage debt collateralized by:
Fixed rate mortgage debt
One Grand Central Place
(first lien mortgage loan)	$	69,994	$	71,723	5.34	%	6.85	%	11/5/2014
(second lien mortgage loan)	14,642		14,884		7.00	%	8.51	%	11/5/2014
500 Mamaroneck Avenue	32,076		32,620		5.41	%	6.47	%	1/1/2015
250 West 57th Street
(first lien mortgage loan)	24,976		25,621		5.33	%	6.46	%	1/5/2015
(second lien mortgage loan)	11,036		11,252		6.13	%	7.26	%	1/5/2015
1359 Broadway⁽⁴⁾	44,146		—		6.04	%	6.56	%	2/1/2015	⁽¹⁰⁾
(first lien mortgage loan)⁽⁴⁾	—		9,579
(second lien mortgage loan)⁽⁴⁾	—		5,561
(second lien mortgage loan)⁽⁴⁾	—		11,311
(second lien mortgage loan)⁽⁴⁾	—		18,572
Metro Center	94,501		96,158		5.89	%	6.76	%	1/1/2016
10 Union Square	20,726		20,972		6.00	%	6.76	%	5/1/2017
10 Bank Street	32,999		33,444		5.72	%	6.21	%	6/1/2017
1542 Third Avenue	18,727		19,011		5.90	%	6.58	%	6/1/2017
First Stamford Place	243,156		245,629		5.65	%	6.17	%	7/5/2017
1010 Third Avenue and 77 West 55th Street	27,723		28,096		5.69	%	6.14	%	7/5/2017
383 Main Avenue	29,993		30,403		5.59	%	6.10	%	7/5/2017
1333 Broadway	69,798		70,447		6.32	%	3.82	%	1/5/2018
1400 Broadway
(first lien mortgage loan)	69,920		—		6.12	%	3.85	%	2/5/2018
(second lien mortgage loan)	9,853		—		3.35	%	1.03	%	2/5/2018
112 West 34th Street
(first lien mortgage loan)	77,744		—		6.01	%	3.45	%	4/5/2018
(second lien mortgage loan)	9,792		—		6.56	%	4.01	%	4/5/2018
1350 Broadway (first lien mortgage loan)	39,033		39,420		5.87	%	4.39	%	4/5/2018
501 Seventh Avenue⁽³⁾	—		—
(Note 1)⁽³⁾	—		1,037
(Note 2)⁽³⁾	—		31,459
(Note 2)⁽³⁾	—		6,889
Total fixed rate mortgage debt	940,835		824,088



Floating rate mortgage debt
1350 Broadway (second lien mortgage loan)	13,677		13,409		⁽⁵⁾		⁽⁵⁾		10/10/2014
One Grand Central Place (third lien mortgage loan)	6,382		6,382		⁽⁶⁾		⁽⁶⁾		11/5/2014
250 West 57th Street (third lien mortgage loan)	21,000		21,000		⁽⁷⁾		⁽⁷⁾		1/5/2015
501 Seventh Avenue (second lien mortgage loan)	—		6,540
Total floating rate mortgage debt	41,059		47,331
Total mortgage debt	981,894		871,419
Secured revolving credit facility	55,600		25,000		⁽⁸⁾		⁽⁸⁾		10/5/2017
Secured term credit facility	300,000		300,000		⁽⁹⁾		⁽⁹⁾		10/5/2018
Senior unsecured notes	250,000		—		2.63	%	3.92	%	8/15/2019
Total principal	1,587,494		1,196,419
Unamortized premiums, net of unamortized discount	10,674		11,693
Total	$	1,598,168	$	1,208,112

______________


(1)	The effective rate is the yield as of September 30, 2014, including the effects of debt issuance costs.


(2)	Pre-payment is generally allowed for each loan upon payment of a customary pre-payment penalty.


(3)	The loan was consolidated in February 2014.


(4)	The loan was consolidated in February 2014.


(5)	Interest at the greater of 4.25% and Prime plus 1.0%. The rate at September 30, 2014 was 4.25%.


(6)	Interest at the greater of Prime plus 0.50% and 3.75%. The rate as of September 30, 2014 was 3.75%.

(7)

Interest at the greater of 4.25% and Prime plus 1.0%. Prior to January 5, 2015, we have the option to fix the interest rate on all or any portion of the principal then outstanding, up to three times and in minimum increments of $5,000 to an annual rate equal to either (i) the greater of (a) 4.75% or (b) 300 basis points in excess of the weekly average yield on United States Treasury Securities adjusted to a maturity closest to January 5, 2015 as most recently made available by the Federal Reserve Board as of two days prior to the effective date of the fixing of the interest rate, and (ii) the greater of (a) 5.00% or (b) 300 basis points in excess of the weekly average yield on United States Treasury Securities adjusted to a maturity closest to January 5, 2015 as most recently made available by the Federal Reserve Board as of 30 days prior to the effective date of the fixing of the interest rate. If option (i) is selected, we will be subject to the payment of pre‑payment fees, and if option (ii) is selected, we may prepay the loan without any pre‑payment fees. The rate as of September 30, 2014 was 4.25%.


(8)	Floating at 30 day LIBOR plus 1.20%. The rate as of September 30, 2014 was 1.36%.


(9)	Floating at 30 day LIBOR plus 1.35%. The rate at September 30, 2014 was 1.51%.


(10)	Original maturity date of August 1, 2014 was extended to February 1, 2015.

Principal Payments

Aggregate required principal payments on mortgage notes payable at September 30, 2014 are as follows (amounts in thousands):



2014	$	108,137
2015	144,989
2016	101,994
2017	419,395
2018	562,979
2019	250,000
Total principal maturities	$	1,587,494

Given our current liquidity, including availability under our secured revolving credit facility, and the low leverage financing of our 2014 and 2015 balloon maturities, we believe we will be able to refinance those maturities.

Subsequent to September 30, 2014, we repaid the $13.7 million outstanding related to the 1350 Broadway second lien mortgage loan using available cash and cash equivalents.

Subsequent to September 30, 2014, we refinanced the Metro Center mortgage loan with a new $100.0 million mortgage loan due 2024 which bears interest at a fixed rate of 3.59% and a 30 year amortization. We paid a discounted prepayment fee of $2.8 million.

Subsequent to September 30, 2014, we refinanced the three One Grand Central Place mortgage loans with a new $91.0 million mortgage loan due 2017 which bears interest at LIBOR plus 1.35%.

Secured Revolving and Term Credit Facility

Our secured revolving and term credit facility has a maximum aggregate original principal amount of up to $800.0 million with an accordion feature to increase the availability to $1.25 billion under certain circumstances. The secured revolving and term credit facility had an outstanding balance of $355.6 million at September 30, 2014.

Amounts outstanding under the term loan bear interest at a floating rate equal to, at our election, (x) a Eurodollar rate, plus a spread ranging from 1.00% to 2.00% depending upon our leverage ratio and credit rating which, at September 30, 2014, was 1.35%; or (y) a base rate, plus a spread ranging from 0.00% to 1.00% depending upon our leverage ratio and credit rating which, at September 30, 2014, was 0.35%. Amounts outstanding under the revolving credit facility bear interest at a floating rate equal to, at our election, (x) a Eurodollar rate, plus a spread ranging from 0.925% to 1.70% depending upon our leverage ratio and credit rating which, at September 30, 2014, was 1.20%; or (y) a base rate, plus a spread ranging from 0.00% to 0.70% depending upon our leverage ratio and credit rating which, at September 30, 2014, was 0.20%. In addition, the revolving credit facility permits us to borrow at competitive bid rates determined in accordance with the procedures described in the revolving credit facility.

The term loan has a term of five years and the revolving credit facility has an initial term of four years. We have the option to extend the initial term of the revolving credit facility for an additional one-year period, subject to certain conditions, including the payment of an extension fee equal to 0.20% of the then-outstanding commitments under the revolving credit facility. The secured revolving and term credit facility also includes an unused facility fee of 0.20%. In addition, the secured revolving and term credit facility includes covenants which may restrict our ability to pay dividends if we fail to meet certain tests.

As of September 30, 2014, availability under the secured revolving and term credit facility was reduced by $21.6 million until certain capital expenditures at the Empire State Building are made by us from proceeds from the secured revolving and term credit facility or cash on hand.

Senior Unsecured Notes

During August 2014, we issued $250.0 million principal amount of 2.625% Exchangeable Senior Notes (“Senior Notes”) due August 15, 2019. In connection with this offering, we received net proceeds of $246.9 million, after deducting the related underwriting discounts and commissions and issuance costs.

Interest on the Senior Notes will be payable semi-annually in arrears on February 15 and August 15 of each year, beginning February 15, 2015. The Senior Notes are our senior unsecured obligations and rank equally in right of payment with all of our other senior unsecured indebtedness and effectively subordinated in right of payment to all of our secured indebtedness (to the extent of the value of the collateral securing such indebtedness) and structurally subordinated to all liabilities and preferred equity of our subsidiaries.

The Senior Notes will mature on August 15, 2019, unless earlier exchanged, redeemed or repurchased. Holders may exchange their Senior Notes at their option at any time prior to the close of business on the business day immediately preceding May 15, 2019 only under the following circumstances: (i) during any calendar quarter beginning after September 30, 2014 (and only during such quarter) if the closing sale price of our Class A common stock is more than 130% of the then current exchange price for at least 20 trading days (whether or not consecutive) in the period of the 30 consecutive trading days ending on the last trading day of the previous calendar quarter; (ii) during the five consecutive business-day period following any five consecutive trading-day period in which the trading price per $1,000 principal amount of the Senior Notes for each trading day during such five trading-day period was less than 98% of the closing sale price of our Class A common stock, for each trading day during such five trading-day period multiplied by the then current exchange rate; (iii) if we call any or all of the Senior Notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date; or (iv) upon the occurrence of specified corporate transactions (significant consolidation, sale, merger, share exchange, fundamental change, etc.).

The if-converted value of the Senior Notes did not exceed their principal at September 30, 2014 and as such has no effect on our earnings per share.

On or after May 15, 2019, and on or prior to the second scheduled trading day immediately preceding the maturity date, holders may exchange their notes without regard to the foregoing conditions.

The Senior Notes will be exchangeable into cash, shares of Class A common stock or a combination of cash and shares of Class A common stock, at our election. We have asserted it is our intent and ability to settle the principal amount of the Senior Notes in cash. The initial exchange rate of Senior Notes is 51.4059 shares per $1,000 principal amount of notes (equivalent to an initial exchange price of approximately $19.45 per share of Class A common stock), subject to adjustment, as described in the related indenture governing the Senior Notes.

Following certain corporate transactions which constitute a make-whole fundamental change (defined in the indenture), we will increase the exchange rate for holders who elect to exchange their Senior Notes in connection with such make whole fundamental change in certain circumstances. Following certain corporate transactions which constitute a fundamental change, holders may require us to repurchase the Senior Notes for cash at a price equal to 100% of the principal amount of the notes to be purchased plus any accrued and unpaid interest to, but excluding, the repurchase date.

We have separately accounted for the liability and equity components of the Senior Notes by bifurcating gross proceeds between the indebtedness, or liability component, and the embedded conversion option, or the equity component. The bifurcation was done by estimating an effective interest rate as of the date of the issuance for similar notes which do not contain an embedded conversion option. This effective interest rate was estimated to be 3.8% and was used to compute the fair value at the time of issuance for the indebtedness of $236.6 million. The gross proceeds from the issuance of the Senior Notes less the initial amount allocated to the indebtedness resulted in a $13.4 million allocation to the embedded conversion option which has been reflected in the Equity, net of financing costs, in the consolidated balance sheet as of September 30, 2014. The resulting debt discount is being amortized over the five year period in which the Senior Notes are expected to be outstanding (that is, through maturity date) as additional non-cash interest expense. As of September 30, 2014, the unamortized discount was $13.1 million. The additional non-cash interest expense attributable to the Senior Notes will increase in subsequent reporting periods through the maturity date as the Senior Notes accrete to their par value over the same period.

Underwriting discounts and commissions and issuance costs totaled $3.1 million and were allocated to the indebtedness and the embedded conversion option on a pro-rata basis and accounted for as debt issuance costs and equity issuance costs, respectively. In this connection, $2.9 million attributable to the indebtedness was recorded as part of Deferred Costs, to be subsequently amortized using the effective interest method as interest expense over the expected term of the Senior Notes, and $0.2 million attributable to the embedded conversion option was recorded as a reduction to Equity in the consolidated balance sheet as of September 30, 2014.

For the three and nine months ended September 30, 2014, total interest expense related to the Senior Notes was $1.3 million consisting of (i) the contractual interest expense of $0.9 million, (ii) the additional non-cash interest expense of $0.3 million related to the accretion of the debt discount, and (iii) the amortization of deferred financing costs of $0.1 million related to the Senior Notes.