Debt

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



					As of December 31, 2014
	Principal Balance as of December 31, 2014		Principal Balance as of December 31, 2013		Stated Rate		Effective Rate⁽¹⁾		Maturity Date⁽²⁾
Mortgage debt collateralized by:
Fixed rate mortgage debt
10 Union Square	$	20,641	$	20,972	6.00	%	6.77	%	5/1/2017



10 Bank Street	32,847	33,444	5.72	%	6.21	%	6/1/2017
1542 Third Avenue	18,628	19,011	5.90	%	6.60	%	6/1/2017
First Stamford Place	242,294	245,629	5.65	%	6.15	%	7/5/2017
383 Main Avenue	29,852	30,403	5.59	%	6.09	%	7/5/2017
1010 Third Avenue and 77 West 55th Street	27,595	28,096	5.69	%	6.20	%	7/5/2017
1333 Broadway	69,575	70,447	6.32	%	3.82	%	1/5/2018
1400 Broadway
(first lien mortgage loan)	69,689	—	6.12	%	3.80	%	2/5/2018
(second lien mortgage loan)	9,803	—	3.35	%	1.00	%	2/5/2018
112 West 34th Street
(first lien mortgage loan)	77,484	—	6.01	%	3.45	%	4/5/2018
(second lien mortgage loan)	9,763	—	6.56	%	4.01	%	4/5/2018
1350 Broadway (first lien mortgage loan)	38,900	39,420	5.87	%	3.60	%	4/5/2018
Metro Center⁽³⁾	99,845	96,158	3.59	%	3.66	%	11/5/2024
One Grand Central Place
(first lien mortgage loan)⁽⁴⁾	—	71,723
(second lien mortgage loan)⁽⁴⁾	—	14,884
500 Mamaroneck Avenue⁽⁵⁾	—	32,620
250 West 57th Street
(first lien mortgage loan)⁽⁵⁾	—	25,621
(second lien mortgage loan)⁽⁵⁾	—	11,252
501 Seventh Avenue
(Note 1)⁽⁶⁾	—	1,037
(Note 2)⁽⁶⁾	—	31,459
(Note 2)⁽⁶⁾	—	6,889
1359 Broadway
(first lien mortgage loan)⁽⁷⁾	—	9,579
(second lien mortgage loan)⁽⁷⁾	—	5,561
(second lien mortgage loan)⁽⁷⁾	—	11,311
(second lien mortgage loan)⁽⁷⁾	—	18,572
Total fixed rate mortgage debt	746,916	824,088



Floating rate mortgage debt
1359 Broadway⁽⁷⁾	44,146		—		⁽⁷⁾		⁽⁷⁾		8/1/2015
One Grand Central Place⁽⁴⁾	91,000		—		⁽⁴⁾		⁽⁴⁾		11/5/2017
One Grand Central Place (third lien mortgage loan)⁽⁴⁾	—		6,382
250 West 57th Street (third lien mortgage loan)⁽⁵⁾	—		21,000
501 Seventh Avenue (second lien mortgage loan)⁽⁶⁾	—		6,540
1350 Broadway (second lien mortgage loan)⁽⁸⁾	—		13,409
Total floating rate mortgage debt	135,146		47,331
Total mortgage debt	882,062		871,419
Secured revolving credit facility	170,000		25,000		⁽⁹⁾		⁽⁹⁾		10/5/2017
Secured term credit facility	300,000		300,000		⁽¹⁰⁾		⁽¹⁰⁾		10/5/2018
Senior unsecured notes	250,000		—		2.63	%	3.95	%	8/15/2019
Total principal	1,602,062		1,196,419
Unamortized premiums, net of unamortized discount	9,590		11,693
Total	$	1,611,652	$	1,208,112

______________


(1)	The effective rate is the yield as of December 31, 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 refinanced in November 2014 prior to the original maturity of January 1, 2016. We paid a discounted prepayment fee of $2.8 million.


(4)	The first, second and third mortgage loans were refinanced with a new loan in November 2014. The new loan bears interest at 30 day LIBOR plus 1.35%. The rate at December 31, 2014 was 1.52%.


(5)	The loans were repaid in December 2014 with proceeds from our secured revolving credit facility.


(6)	The fixed rate loans were consolidated in February 2014; the consolidated loan was repaid in December 2014 together with the floating rate loan.


(7)	The loan was consolidated in February 2014. The new loan bears interest at 30 day LIBOR plus 1.75%. The rate at December 31, 2014 was 1.92%. Subsequent to December 31, 2014, the maturity date was extended to August 1, 2015.


(8)	The loan was repaid in October 2014 using available cash and cash equivalents.


(9)	Floating at 30 day LIBOR plus 1.20%. The rate at December 31, 2014 was 1.37%.


(10)	Floating at 30 day LIBOR plus 1.35%. The rate at December 31, 2014 was 1.52%.

Principal Payments

Aggregate required principal payments at December 31, 2014 are as follows (amounts in thousands):



Year	Amortization		Maturities		Total
2015	$	11,772	$	44,146	$	55,918
2016	12,387		—		12,387
2017	10,070		616,760		626,830
2018	2,880		562,210		565,090
2019	14,163		327,674		341,837
Total principal maturities	$	51,272	$	1,550,790	$	1,602,062

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 $470.0 million at December 31, 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 December 31, 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 December 31, 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 December 31, 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 December 31, 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 distributions if we fail to meet certain tests.

As of December 31, 2014, we were in compliance with the covenants under the secured revolving and term credit facility.

Unsecured Revolving Credit Facility

On January 23, 2015, we entered into an unsecured revolving credit agreement, which is referred to herein as the “unsecured revolving credit facility,” with Bank of America, Merrill Lynch, Goldman Sachs and the other lenders party thereto. Merrill Lynch acted as joint lead arranger; Bank of America acted as administrative agent; and Goldman Sachs acted as syndication agent and joint lead arranger.

Concurrently with the entering into the unsecured revolving credit facility, on January 23, 2015, we terminated the secured revolving and term credit facility. In connection with the termination of the existing facility, all of the guarantors thereunder were released from their guaranty obligations, all liens created thereby were terminated, and all collateral pledged thereunder was released.

The unsecured revolving credit facility is comprised of a revolving credit facility in the maximum original principal amount of $800.0 million. The unsecured revolving credit facility contains an accordion feature that would allow us to increase the maximum aggregate principal amount to $1.25 billion under specified circumstances.

Amounts outstanding under the unsecured revolving credit facility will bear interest at a floating rate equal to, at our election, (x) a Eurodollar rate, plus a spread that we expect will range from 0.875% to 1.600% depending upon our leverage ratio and credit rating; or (y) a base rate, plus a spread that we expect will range from 0.000% to 0.600% depending upon our leverage ratio and credit rating. In addition, the unsecured revolving credit facility permits us to borrow at competitive bid rates determined in accordance with the procedures described in the unsecured revolving credit facility. We will pay certain customary fees and expense reimbursements.

We paid certain customary fees and expense reimbursements.

The unsecured revolving credit facility has an initial term of 4 years. We have the option to extend the initial term of the unsecured revolving credit facility for up to two additional 6-month periods, subject to certain conditions, including the payment of an extension fee equal to 0.075% of the then outstanding commitments under the unsecured revolving credit facility.

The unsecured revolving credit facility includes the following financial covenants: (i) maximum leverage ratio of total indebtedness to total asset value of the loan parties and their consolidated subsidiaries will not exceed 60%, (ii) consolidated secured indebtedness will not exceed 40% of total asset value, (iii) tangible net worth will not be less than the sum of 80% of tangible net worth as of September 30, 2014 plus 75% of net equity proceeds received by us (other than proceeds received within ninety (90) days after the redemption, retirement or repurchase of ownership or equity interests in us up to the amount paid by us in connection with such redemption, retirement or repurchase, where, the net effect is that we shall not have increased our net worth as a result of any such proceeds), (iv) adjusted EBITDA (as defined in the unsecured revolving credit facility) to consolidated fixed charges will not be less than 1.50x, (v) the aggregate net operating income with respect to all unencumbered eligible properties to the portion of interest expense attributable to unsecured indebtedness will not be less than 1.75x, (vi) the ratio of total unsecured indebtedness to unencumbered asset value will not exceed 60%, and (vii) consolidated secured recourse indebtedness will not exceed 10% of total asset value (provided, however, this covenant shall not apply at any time after we achieve a debt ratings from at least two of Moody’s, S&P and Fitch, and such debt ratings are Baa3 or better (in the case of a rating by Moody’s) or BBB- or better (in the case of a rating by S&P or Fitch)).

The unsecured revolving credit facility contains customary covenants, including limitations on liens, investment, debt, fundamental changes, and transactions with affiliates, and will require certain customary financial reports. The unsecured revolving credit facility contains customary events of default (subject in certain cases to specified cure periods), including but not limited to non-payment, breach of covenants, representations or warranties, cross defaults, bankruptcy or other insolvency events, judgments, ERISA events, invalidity of loan documents, loss of real estate investment trust qualification, and occurrence of a change of control (defined in the definitive documentation for the unsecured credit facility).

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 December 31, 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 December 31, 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 December 31, 2014, the unamortized discount was $12.3 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 December 31, 2014.

For the year ended December 31, 2014, total interest expense related to the Senior Notes was $3.8 million consisting of (i) the contractual interest expense of $2.5 million, (ii) the additional non-cash interest expense of $1.1 million related to the accretion of the debt discount, and (iii) the amortization of deferred financing costs of $0.2 million related to the Senior Notes.