Debt

Debt consisted of the following as of June 30, 2015 and December 31, 2014 (amounts in thousands):



					As of June 30, 2015
	Principal Balance as of June 30, 2015		Principal Balance as of December 31, 2014		Stated Rate		Effective Rate⁽¹⁾		Maturity Date⁽²⁾
Mortgage debt collateralized by:
Fixed rate mortgage debt
10 Union Square	$	20,466	$	20,641	6.00	%	6.71	%	5/1/2017
10 Bank Street	32,535		32,847		5.72	%	6.21	%	6/1/2017
1542 Third Avenue	18,427		18,628		5.90	%	6.54	%	6/1/2017
First Stamford Place	240,536		242,294		5.65	%	6.14	%	7/5/2017
1010 Third Avenue and 77 West 55th Street	27,333		27,595		5.69	%	6.36	%	7/5/2017
383 Main Avenue	29,565		29,852		5.59	%	6.00	%	7/5/2017
1333 Broadway	69,118		69,575		6.32	%	3.79	%	1/5/2018
1400 Broadway
(first lien mortgage loan)	69,218		69,689		6.12	%	3.29	%	2/5/2018
(second lien mortgage loan)	9,702		9,803		3.35	%	3.35	%	2/5/2018
112 West 34th Street
(first lien mortgage loan)	76,953		77,484		6.01	%	3.22	%	4/5/2018
(second lien mortgage loan)	9,702		9,763		6.56	%	3.51	%	4/5/2018
1350 Broadway	38,628		38,900		5.87	%	3.77	%	4/5/2018
Metro Center	98,906		99,845		3.59	%	3.67	%	11/5/2024
Total fixed rate mortgage debt	741,089		746,916
Floating rate mortgage debt
One Grand Central Place⁽³⁾	—		91,000
1359 Broadway⁽³⁾	—		44,146
Total floating rate mortgage debt	—		135,146
Total mortgage debt	741,089		882,062
Senior unsecured notes - exchangeable	250,000		250,000		2.63	%	3.93	%	8/15/2019
Senior unsecured notes:
Series A	100,000		—		3.93	%	3.93	%	3/27/2025
Series B	125,000		—		4.09	%	4.09	%	3/27/2027
Series C	125,000		—		4.18	%	4.18	%	3/27/2030
Unsecured revolving credit facility	285,000		—		⁽⁴⁾		⁽⁴⁾		1/23/2019
Secured revolving credit facility	—		170,000		⁽⁴⁾		⁽⁴⁾
Secured term credit facility	—		300,000		⁽⁴⁾		⁽⁴⁾
Total principal	1,626,089		1,602,062
Unamortized premiums, net of unamortized discount	7,318		9,590
Total	$	1,633,407	$	1,611,652

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(1)	The effective rate is the yield as of June 30, 2015, including the effects of debt issuance costs and the amortization of the fair value of debt adjustment.


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


(3)	Repaid in 2015.


(4)	The secured revolving and term credit facility was terminated on January 23, 2015 concurrent with entering into the unsecured revolving credit facility. At June 30, 2015, the unsecured revolving credit facility bears a floating rate at 30 day LIBOR plus 1.15%. The rate at June 30, 2015 was 1.34%.

Principal Payments

Aggregate required principal payments at June 30, 2015 are as follows (amounts in thousands):



Year	Amortization		Maturities		Total
2015	$	5,943	$	—	$	5,943
2016	12,387		—		12,387
2017	10,070		355,761		365,831
2018	2,880		262,210		265,090
2019	2,188		535,000		537,188
2020 and thereafter	11,975		427,675		439,650
Total	$	45,443	$	1,580,646	$	1,626,089

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 entering into the unsecured revolving credit facility, on January 23, 2015, we terminated our secured revolving and term credit facility and wrote off $1.3 million of deferred financing costs. In connection with the termination of the secured revolving and term credit 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. As of June 30, 2015, the unsecured revolving credit facility had an outstanding balance of $285.0 million.

Amounts outstanding under the unsecured revolving credit facility bear interest at a floating rate equal to, at our election, (x) a Eurodollar rate, plus a spread that range from 0.875% to 1.600% depending upon our leverage ratio and credit rating; or (y) a base rate, plus a spread that 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 paid certain customary fees and expense reimbursements.

The initial maturity of the unsecured revolving credit facility is January 2019. We have the option to extend the initial term 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 $745.4 million 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).

As of June 30, 2015, we were in compliance with the covenants under the unsecured revolving credit facility.

Secured Revolving and Term Credit Facility

As of December 31, 2014, the secured revolving and term credit facility had an outstanding balance of $470.0 million. The secured revolving and term credit facility was terminated on January 23, 2015 concurrent with entering into the unsecured revolving credit facility described above.

Senior Unsecured Notes

Exchangeable Senior Notes

During August 2014, we issued $250.0 million principal amount of 2.625% Exchangeable Senior Notes (“2.625% Exchangeable Senior Notes”) due August 2019. For the three and six months ended June 30, 2015, total interest expense related to the 2.625% Exchangeable Senior Notes was $2.5 million and $4.9 million, respectively, consisting of (i) the contractual interest expense of $1.7 million and $3.3 million, respectively, (ii) the additional non-cash interest expense of $0.6 million and $1.3 million respectively, relating to the accretion of the debt discount, and (iii) the amortization of deferred financing costs of $0.2 million and $0.3 million, respectively.

Series A, Series B, and Series C Senior Notes

During March 2015, we issued and sold an aggregate principal amount of $350 million senior unsecured notes consisting of $100 million of 3.93% Series A Senior Notes due 2025, $125 million of 4.09% Series B Senior Notes due 2027, and $125 million of 4.18% Series C Senior Notes due 2030 (together, the “Series A, B and C Senior Notes”). Interest on the Series A, B and C Senior Notes is payable quarterly.

The terms of the Series A, B and C Senior Notes agreement include customary covenants, including limitations on liens, investment, debt, fundamental changes, and transactions with affiliates and will require certain customary financial reports. It also requires compliance with financial ratios consistent with our unsecured revolving credit facility including a maximum leverage ratio, a maximum secured leverage ratio, a minimum amount of tangible net worth, a minimum fixed charge coverage ratio, a minimum unencumbered interest coverage ratio, a maximum unsecured leverage ratio and a maximum amount of secured recourse indebtedness.

The proceeds from the issuance of the Series A, B and C Senior Notes were used to repay outstanding mortgage debt, reduce amounts outstanding under the unsecured revolving credit facility and for other general corporate purposes. As of June 30, 2015, we were in compliance with the covenants under the Series A, B and C Senior Notes.