(Mark One)
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x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2013 |
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or
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____________________ to __________________ |
Maryland
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46-2616226
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(State or other jurisdiction of
incorporation or organization) |
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(I.R.S. Employer
Identification No.)
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250 Vesey Street, 15th Floor
New York, NY
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10281
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(Address of principal executive offices)
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(Zip Code)
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Name of each exchange on which registered
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7.625% Series A Cumulative Redeemable Preferred Stock,
$0.01 par value per share
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New York Stock Exchange
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Securities registered pursuant to Section 12(g) of the Act:
None
________________________
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Large accelerated filer
o
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Accelerated filer
o
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Non-accelerated filer
x
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Smaller reporting company
o
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Page
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Item 1.
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Business.
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Item 1A.
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Risk Factors.
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•
|
Risks generally incident to the ownership of real property, including the ability to retain tenants and rent space upon lease expirations, the financial condition and solvency of our tenants, the relative illiquidity of real estate and changes in real estate taxes, regulatory compliance costs and other operating expenses;
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•
|
Risks associated with the Downtown Los Angeles market, which is characterized by challenging leasing conditions, including limited numbers of new tenants coming into the market and the downsizing of large tenants in the market such as accounting firms, banks and law firms;
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•
|
Risks related to increased competition for tenants in the Downtown Los Angeles market, including aggressive attempts by competing landlords to fill large vacancies by providing tenants with lower rental rates, increasing amounts of free rent and providing larger allowances for tenant improvements;
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•
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The impact or unanticipated impact of general economic, political and market factors in the regions in which Brookfield DTLA or any of its subsidiaries does business;
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•
|
The use of debt to finance Brookfield DTLA’s business or that of its subsidiaries;
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•
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The behavior of financial markets, including fluctuations in interest rates;
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•
|
Uncertainties of real estate development or redevelopment;
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•
|
Global equity and capital markets and the availability of equity and debt financing and refinancing within these markets;
|
•
|
Risks relating to Brookfield DTLA’s insurance coverage;
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•
|
The possible impact of international conflicts and other developments, including terrorist acts;
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•
|
Potential environmental liabilities;
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•
|
Dependence on management personnel;
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•
|
The ability to complete and effectively integrate acquisitions into existing operations and the ability to attain expected benefits therefrom;
|
•
|
Operational and reputational risks;
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•
|
Catastrophic events, such as earthquakes and hurricanes; and
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•
|
Other risks and factors relating to the transactions contemplated by the Merger Agreement including, but not limited to:
|
•
|
Increases in operating costs resulting from expenses related to the MPG acquisition;
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•
|
Failure to realize the anticipated benefits and synergies of the transactions contemplated by the Merger Agreement, including as a result of an increase in costs associated with integration or difficulty in integrating the businesses of Brookfield DTLA, the Predecessor Entities and their respective subsidiaries and MPG;
|
•
|
Risks resulting from any lawsuits that may arise out of or have arisen as a result of the MPG acquisition or other transactions contemplated by the Merger Agreement; and
|
•
|
The impact of legislative, regulatory and competitive changes and other risk factors relating to the real estate industry, as detailed from time to time in the reports of Brookfield DTLA and BPO filed with the SEC.
|
Item 1B.
|
Unresolved Staff Comments.
|
Item 2.
|
Properties.
|
|
Percentage Leased
|
|
Annualized Rent (1)
|
|
Annualized Rent
per Square Foot (2)
|
|||||
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|
|||||
Brookfield DTLA:
|
|
|
|
|
|
|||||
December 31, 2013
|
83.5
|
%
|
|
$
|
143,813,089
|
|
|
$
|
22.87
|
|
Predecessor Entities:
|
|
|
|
|
|
|||||
December 31, 2012
|
86.5
|
%
|
|
$
|
49,190,747
|
|
|
$
|
21.54
|
|
December 31, 2011
|
84.4
|
%
|
|
47,585,381
|
|
|
21.35
|
|
(1)
|
Annualized rent represents the annualized monthly contractual rent under existing leases as of the date indicated. This amount reflects total base rent before any rent abatements as of the date indicated and is shown on a net basis; thus, for any tenant under a partial gross lease, the expense stop, or under a fully gross lease, the current year operating expenses (which may be estimates as of such date), are subtracted from gross rent. Total abatements for leases in effect as of
December 31, 2013
for the twelve months ending
December 31, 2014
are approximately
$13 million
, or
$1.99
per leased square foot. Total abatements for leases in effect as of
December 31, 2012
for the twelve months ended
December 31, 2013
were approximately
$6 million
, or
$2.61
per leased square foot. Total abatements for leases in effect as of
December 31, 2011
for the twelve months ended
December 31, 2012
were approximately
$5 million
, or
$2.29
per leased square foot.
|
(2)
|
Annualized rent per square foot represents annualized rent as computed above, divided by leased square feet as of the same date.
|
|
Leasing Activity
|
|
Percentage Leased
|
||
|
|
|
|
||
Leased square feet as of December 31, 2012
|
2,284,117
|
|
|
86.5
|
%
|
Acquisition – Wells Fargo Center–North Tower
|
1,176,154
|
|
|
|
|
Acquisition – Gas Company Tower
|
932,617
|
|
|
|
|
Acquisition – Wells Fargo Center–South Tower
|
1,019,624
|
|
|
|
|
Acquisition – 777 Tower
|
792,946
|
|
|
|
|
Revised leased square feet as of December 31, 2012
|
6,205,458
|
|
|
82.4
|
%
|
Expirations
|
(362,168
|
)
|
|
(4.8
|
)%
|
New leases
|
201,990
|
|
|
2.7
|
%
|
Renewals
|
243,982
|
|
|
3.2
|
%
|
Leased square feet as of December 31, 2013
|
6,289,262
|
|
|
83.5
|
%
|
|
Square Feet
|
|
Leased % and In-Place Rents
|
||||||||||||||||||||||
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|
Number
of
Buildings
|
|
Number of
Tenants
|
|
Year
Acquired
|
|
Net
Building
Rentable
|
|
% of Net
Rentable
|
|
%
Leased
|
|
Total
Annualized
Rent (1)
|
|
Annualized
Rent
$/RSF (2)
|
|||||||||
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|
|||||||||
BOA Plaza
|
|
1
|
|
|
30
|
|
|
2006
|
|
1,405,428
|
|
|
18.65
|
%
|
|
92.3
|
%
|
|
$
|
29,255,109
|
|
|
$
|
22.56
|
|
Wells Fargo Center–North Tower
|
|
2
|
|
|
45
|
|
|
2013
|
|
1,400,639
|
|
|
18.59
|
%
|
|
83.3
|
%
|
|
27,785,261
|
|
|
23.81
|
|
||
Gas Company Tower
|
|
1
|
|
|
17
|
|
|
2013
|
|
1,345,163
|
|
|
17.85
|
%
|
|
71.4
|
%
|
|
20,273,538
|
|
|
21.10
|
|
||
EY Plaza
|
|
1
|
|
|
74
|
|
|
2006
|
|
1,234,372
|
|
|
16.38
|
%
|
|
88.7
|
%
|
|
23,454,975
|
|
|
21.42
|
|
||
Wells Fargo Center–South Tower
|
|
1
|
|
|
16
|
|
|
2013
|
|
1,124,960
|
|
|
14.93
|
%
|
|
86.0
|
%
|
|
24,899,836
|
|
|
25.74
|
|
||
777 Tower
|
|
1
|
|
|
38
|
|
|
2013
|
|
1,024,835
|
|
|
13.60
|
%
|
|
78.3
|
%
|
|
18,144,370
|
|
|
22.61
|
|
||
|
|
7
|
|
|
220
|
|
|
|
|
7,535,397
|
|
|
100.00
|
%
|
|
83.5
|
%
|
|
$
|
143,813,089
|
|
|
$
|
22.87
|
|
(1)
|
Annualized rent represents the annualized monthly contractual rent under existing leases as of
December 31, 2013
. This amount reflects total base rent before any rent abatements as of
December 31, 2013
and is shown on a net basis; thus, for any tenant under a partial gross lease, the expense stop, or under a fully gross lease, the current year operating expenses (which may be estimates as of such date), are subtracted from gross rent. Total abatements for leases in effect as of
December 31, 2013
for the twelve months ending
December 31, 2014
are approximately
$13 million
, or
$1.99
per leased square foot.
|
(2)
|
Annualized rent per rentable square foot represents annualized rent as computed above, divided by leased square feet as of the same date.
|
Tenant
|
|
Annualized
Rent (1)
|
|
% of Total
Annualized
Rent
|
|
Leased
RSF
|
|
% of Total
Leased RSF
|
|
Year of Expiry
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||
1
|
|
Southern California Gas Company
|
|
$
|
9,211,081
|
|
|
6.4
|
%
|
|
461,477
|
|
|
7.3
|
%
|
|
Various
|
2
|
|
Latham & Watkins LLP
|
|
10,079,641
|
|
|
7.0
|
%
|
|
386,437
|
|
|
6.1
|
%
|
|
Various
|
|
3
|
|
Wells Fargo Bank National Association
|
|
7,630,845
|
|
|
5.3
|
%
|
|
365,418
|
|
|
5.8
|
%
|
|
Various
|
|
4
|
|
The Capital Group Companies
|
|
7,931,531
|
|
|
5.5
|
%
|
|
324,398
|
|
|
5.2
|
%
|
|
2018
|
|
5
|
|
Gibson, Dunn & Crutcher LLP
|
|
6,384,784
|
|
|
4.4
|
%
|
|
269,173
|
|
|
4.3
|
%
|
|
2022
|
|
6
|
|
Marsh USA, Inc.
|
|
4,319,480
|
|
|
3.0
|
%
|
|
214,526
|
|
|
3.4
|
%
|
|
2018
|
|
7
|
|
Sidley Austin (CA) LLP
|
|
4,079,753
|
|
|
2.8
|
%
|
|
190,821
|
|
|
3.0
|
%
|
|
Various
|
|
8
|
|
KPMG LLP
|
|
4,473,548
|
|
|
3.1
|
%
|
|
183,117
|
|
|
2.9
|
%
|
|
2014
|
|
9
|
|
Shepard, Mullin, Richter
|
|
3,936,692
|
|
|
2.7
|
%
|
|
173,959
|
|
|
2.8
|
%
|
|
2025
|
|
10
|
|
Oaktree Capital Management, L.P.
|
|
3,614,973
|
|
|
2.5
|
%
|
|
169,082
|
|
|
2.7
|
%
|
|
Various
|
|
11
|
|
Munger, Tolles & Olsen LLP
|
|
4,017,050
|
|
|
2.8
|
%
|
|
160,682
|
|
|
2.6
|
%
|
|
2022
|
|
12
|
|
Bank of America N.A.
|
|
3,866,198
|
|
|
2.7
|
%
|
|
155,269
|
|
|
2.5
|
%
|
|
2022
|
|
13
|
|
Ernst & Young U.S. LLP
|
|
2,718,495
|
|
|
1.9
|
%
|
|
120,822
|
|
|
1.9
|
%
|
|
2022
|
|
14
|
|
United States of America
|
|
3,074,579
|
|
|
2.1
|
%
|
|
119,680
|
|
|
1.9
|
%
|
|
Various
|
|
15
|
|
Alston & Bird LLP
|
|
2,268,524
|
|
|
1.6
|
%
|
|
105,808
|
|
|
1.7
|
%
|
|
Various
|
|
16
|
|
Kirkland & Ellis
|
|
2,397,840
|
|
|
1.7
|
%
|
|
100,665
|
|
|
1.6
|
%
|
|
2020
|
|
17
|
|
Target Corporation
|
|
604,283
|
|
|
0.4
|
%
|
|
97,465
|
|
|
1.5
|
%
|
|
2033
|
|
18
|
|
Winston & Strawn LLP
|
|
2,720,513
|
|
|
1.9
|
%
|
|
91,170
|
|
|
1.4
|
%
|
|
2017
|
|
19
|
|
Bingham McCutchen, LLP
|
|
1,951,776
|
|
|
1.4
|
%
|
|
81,324
|
|
|
1.3
|
%
|
|
2023
|
|
20
|
|
Reed Smith LLP
|
|
1,559,493
|
|
|
1.1
|
%
|
|
79,974
|
|
|
1.3
|
%
|
|
2022
|
|
|
|
|
$
|
86,841,079
|
|
|
60.3
|
%
|
|
3,851,267
|
|
|
61.2
|
%
|
|
|
(1)
|
Annualized rent is calculated as contractual base rent under existing leases as of
December 31, 2013
. For those leases where rent has not yet commenced, the first month in which rent is to be received is used to determine annualized rent.
|
|
|
|
Leased Square Feet as of December 31, 2013
|
|
|
||||||||||||||||||||
Tenant
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
Beyond
|
|
Year of Final Expiry
|
|||||||||
|
|
(In thousands)
|
|
|
|||||||||||||||||||||
1
|
|
Southern California Gas Company
|
|
28
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
56
|
|
|
378
|
|
|
2026
|
2
|
|
Latham & Watkins LLP
|
|
—
|
|
|
—
|
|
|
95
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
291
|
|
|
2025
|
3
|
|
Wells Fargo Bank National Association
|
|
25
|
|
|
—
|
|
|
8
|
|
|
—
|
|
|
56
|
|
|
—
|
|
|
276
|
|
|
2023
|
4
|
|
The Capital Group Companies
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
324
|
|
|
—
|
|
|
—
|
|
|
2018
|
5
|
|
Gibson, Dunn & Crutcher LLP
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
269
|
|
|
2022
|
6
|
|
Marsh USA, Inc.
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
215
|
|
|
|
|
|
|
2018
|
||
7
|
|
Sidley Austin (CA) LLP
|
|
28
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
163
|
|
|
2024
|
8
|
|
KPMG LLP
|
|
183
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2014
|
9
|
|
Shepard, Mullin, Richter
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
174
|
|
|
2025
|
10
|
|
Oaktree Capital Management, L.P.
|
|
13
|
|
|
—
|
|
|
—
|
|
|
156
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2017
|
11
|
|
Munger, Tolles & Olsen LLP
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
161
|
|
|
2022
|
12
|
|
Bank of America N.A.
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
155
|
|
|
2022
|
13
|
|
Ernst & Young U.S. LLP
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
121
|
|
|
2022
|
14
|
|
United States of America
|
|
30
|
|
|
90
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2015
|
15
|
|
Alston & Bird LLP
|
|
26
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
80
|
|
|
2024
|
16
|
|
Kirkland & Ellis
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
101
|
|
|
2020
|
17
|
|
Target Corporation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
97
|
|
|
2033
|
18
|
|
Winston & Strawn LLP
|
|
—
|
|
|
—
|
|
|
—
|
|
|
91
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2017
|
19
|
|
Bingham McCutchen, LLP
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
81
|
|
|
2023
|
20
|
|
Reed Smith LLP
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
80
|
|
|
2022
|
|
Leased square feet expiring by year
|
|
333
|
|
|
90
|
|
|
103
|
|
|
247
|
|
|
595
|
|
|
56
|
|
|
2,427
|
|
|
|
|
|
Percentage of leased square feet expiring by year
|
|
5.3
|
%
|
|
1.4
|
%
|
|
1.6
|
%
|
|
3.9
|
%
|
|
9.5
|
%
|
|
0.9
|
%
|
|
38.6
|
%
|
|
|
Year
|
|
Total Area in
Square Feet
Covered by Expiring
Leases
|
|
Percentage
of Leased
Square Feet
|
|
Annualized
Rent (1)
|
|
Percentage
of
Annualized
Rent
|
|
Current Rent
per Leased Square
Foot (2)
|
|
Rent per
Leased Square Foot
at Expiration (3)
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
2014
|
|
494,860
|
|
|
7.9
|
%
|
|
$
|
11,828,102
|
|
|
8.2
|
%
|
|
$
|
23.90
|
|
|
$
|
23.94
|
|
2015
|
|
285,437
|
|
|
4.5
|
%
|
|
6,583,832
|
|
|
4.5
|
%
|
|
23.07
|
|
|
23.48
|
|
|||
2016
|
|
407,508
|
|
|
6.5
|
%
|
|
8,741,861
|
|
|
6.1
|
%
|
|
21.45
|
|
|
22.92
|
|
|||
2017
|
|
598,161
|
|
|
9.5
|
%
|
|
14,621,216
|
|
|
10.2
|
%
|
|
24.44
|
|
|
26.93
|
|
|||
2018
|
|
858,488
|
|
|
13.6
|
%
|
|
18,948,956
|
|
|
13.2
|
%
|
|
22.07
|
|
|
24.27
|
|
|||
2019
|
|
423,067
|
|
|
6.7
|
%
|
|
10,963,293
|
|
|
7.6
|
%
|
|
25.91
|
|
|
31.34
|
|
|||
2020
|
|
291,551
|
|
|
4.6
|
%
|
|
6,907,160
|
|
|
4.8
|
%
|
|
23.69
|
|
|
29.41
|
|
|||
2021
|
|
135,238
|
|
|
2.2
|
%
|
|
2,619,698
|
|
|
1.8
|
%
|
|
19.37
|
|
|
23.86
|
|
|||
2022
|
|
802,784
|
|
|
12.8
|
%
|
|
18,940,611
|
|
|
13.2
|
%
|
|
23.59
|
|
|
30.73
|
|
|||
2023
|
|
642,195
|
|
|
10.2
|
%
|
|
14,352,256
|
|
|
10.0
|
%
|
|
22.35
|
|
|
30.71
|
|
|||
Thereafter
|
|
1,349,973
|
|
|
21.5
|
%
|
|
29,306,104
|
|
|
20.4
|
%
|
|
21.71
|
|
|
29.35
|
|
|||
Total expiring leases
|
|
6,289,262
|
|
|
100.0
|
%
|
|
$
|
143,813,089
|
|
|
100.0
|
%
|
|
$
|
22.87
|
|
|
$
|
27.65
|
|
Currently available
|
|
1,246,135
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Total rentable square feet
|
7,535,397
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Annualized rent represents the annualized monthly contractual rent under existing leases as of
December 31, 2013
. This amount reflects total base rent before any rent abatements as of
December 31, 2013
and is shown on a net basis; thus, for any tenant under a partial gross lease, the expense stop, or under a fully gross lease, the current year operating expenses (which may be estimates as of such date), are subtracted from gross rent. Total abatements for leases in effect as of
December 31, 2013
for the twelve months ending
December 31, 2014
are approximately
$13 million
, or
$1.99
per leased square foot.
|
(2)
|
Current rent per leased square foot represents current base rent, divided by total leased square feet as of the same date.
|
(3)
|
Rent per leased square foot at expiration represents base rent, including any future rent steps, and thus represents the base rent that will be in place at lease expiration.
|
|
Principal
Amount
|
|
Percent of
Total Debt
|
|
Effective
Interest
Rate
|
|
Weighted Average
Term to
Maturity
|
||||
Fixed-rate
|
$
|
1,222.5
|
|
|
64.43
|
%
|
|
5.41
|
%
|
|
3 years
|
Variable-rate swapped to fixed-rate
|
185.0
|
|
|
9.75
|
%
|
|
3.93
|
%
|
|
7 years
|
|
Variable-rate
|
490.0
|
|
|
25.82
|
%
|
|
1.93
|
%
|
|
4 years
|
|
|
$
|
1,897.5
|
|
|
100.00
|
%
|
|
4.36
|
%
|
|
3 years
|
Item 3.
|
Legal Proceedings.
|
Item 4.
|
Mine Safety Disclosures.
|
Item 5.
|
Market for Registrant’s Common Equity, Related Stockholder Matters
|
Item 6.
|
Selected Financial Data.
|
|
For the Year Ended December 31,
|
||||||||||||||||||
|
2013 (1)
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Operating Results
|
|
|
|
|
|
|
|
|
|
||||||||||
Total revenue
|
$
|
138,722
|
|
|
$
|
92,917
|
|
|
$
|
92,731
|
|
|
$
|
98,667
|
|
|
$
|
105,174
|
|
Total expenses
|
153,996
|
|
|
92,669
|
|
|
93,518
|
|
|
93,859
|
|
|
101,146
|
|
|||||
Net (loss) income
|
(15,274
|
)
|
|
248
|
|
|
(787
|
)
|
|
4,808
|
|
|
4,028
|
|
|||||
Net loss attributable to noncontrolling interests:
|
|
|
|
|
|
|
|
|
|
||||||||||
Series A-1 preferred interest –
cumulative dividends
|
(3,586
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Series A-1 preferred interest –
redemption measurement adjustment
|
(76,305
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Senior participating preferred interest
–
cumulative dividends
|
(3,500
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Series B common interest – allocation
of net loss
|
97,934
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net (loss) income attributable to
Brookfield DTLA
|
(731
|
)
|
|
248
|
|
|
(787
|
)
|
|
4,808
|
|
|
4,028
|
|
|||||
Series A preferred stock – cumulative dividends
|
(3,864
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Series A preferred stock – redemption
measurement adjustment
|
(82,247
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net (loss) income to common interest
holders of Brookfield DTLA
|
$
|
(86,842
|
)
|
|
$
|
248
|
|
|
$
|
(787
|
)
|
|
$
|
4,808
|
|
|
$
|
4,028
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Other Information
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash flows (used in) provided by
operating activities |
$
|
(2,208
|
)
|
|
$
|
15,159
|
|
|
$
|
23,272
|
|
|
$
|
29,001
|
|
|
$
|
10,905
|
|
Cash flows used in
investing activities |
(39,868
|
)
|
|
(40,989
|
)
|
|
(24,090
|
)
|
|
(20,983
|
)
|
|
(16,846
|
)
|
|||||
Cash flows provided by (used in)
financing activities |
232,440
|
|
|
24,025
|
|
|
323
|
|
|
(3,138
|
)
|
|
7,404
|
|
|
As of December 31,
|
||||||||||||||||||
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Financial Position
|
|
|
|
|
|
|
|
|
|
||||||||||
Investments in real estate, net
|
$
|
2,436,253
|
|
|
$
|
756,072
|
|
|
$
|
734,844
|
|
|
$
|
728,981
|
|
|
$
|
725,179
|
|
Total assets
|
2,946,196
|
|
|
859,766
|
|
|
836,577
|
|
|
832,639
|
|
|
832,064
|
|
|||||
Mortgage loans, net
|
1,885,605
|
|
|
319,678
|
|
|
325,747
|
|
|
331,539
|
|
|
337,026
|
|
|||||
Total liabilities
|
2,026,658
|
|
|
351,063
|
|
|
358,826
|
|
|
360,806
|
|
|
367,955
|
|
|||||
Mezzanine equity
|
911,539
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Stockholders’ equity
|
7,999
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
TRZ Holdings IV LLC’s interest
|
—
|
|
|
508,703
|
|
|
477,751
|
|
|
471,833
|
|
|
464,109
|
|
(1)
|
On
October 15, 2013
, Brookfield DTLA completed the acquisition of MPG Office Trust, Inc. pursuant to the terms of the Agreement and Plan of Merger dated as of April 24, 2013, as amended. See Item 8. “Financial Statements and Supplementary Data—
Note 3
to Consolidated and Combined Financial Statements.”
|
Item 7.
|
Management’s Discussion and Analysis of Financial Condition
|
|
|
Sources
|
|
|
Uses
|
|
•
|
Cash on hand;
|
|
•
|
Property operations;
|
|
•
|
Cash generated from operations; and
|
|
•
|
Capital expenditures;
|
|
•
|
Contributions from Brookfield
DTLA Holdings.
|
|
•
|
Payments in connection with loans; and
|
|
|
|
|
•
|
Distributions to Brookfield
DTLA Holdings.
|
|
|
Square Feet
|
|
Leased % and In-Place Rents
|
|||||||||||||
Property
|
|
Net
Building
Rentable
|
|
% of Net
Rentable
|
|
%
Leased
|
|
Total
Annualized
Rents (1)
|
|
Annualized
Rent
$/RSF (2)
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||
BOA Plaza
|
|
1,405,428
|
|
|
18.65
|
%
|
|
92.3
|
%
|
|
$
|
29,255,109
|
|
|
$
|
22.56
|
|
Wells Fargo Center–North Tower
|
|
1,400,639
|
|
|
18.59
|
%
|
|
83.3
|
%
|
|
27,785,261
|
|
|
23.81
|
|
||
Gas Company Tower
|
|
1,345,163
|
|
|
17.85
|
%
|
|
71.4
|
%
|
|
20,273,538
|
|
|
21.10
|
|
||
EY Plaza
|
|
1,234,372
|
|
|
16.38
|
%
|
|
88.7
|
%
|
|
23,454,975
|
|
|
21.42
|
|
||
Wells Fargo Center–South Tower
|
|
1,124,960
|
|
|
14.93
|
%
|
|
86.0
|
%
|
|
24,899,836
|
|
|
25.74
|
|
||
777 Tower
|
|
1,024,835
|
|
|
13.60
|
%
|
|
78.3
|
%
|
|
18,144,370
|
|
|
22.61
|
|
||
|
|
7,535,397
|
|
|
100.00
|
%
|
|
83.5
|
%
|
|
$
|
143,813,089
|
|
|
$
|
22.87
|
|
(1)
|
Annualized rent represents the annualized monthly contractual rent under existing leases as of
December 31, 2013
. This amount reflects total base rent before any rent abatements as of
December 31, 2013
and is shown on a net basis; thus, for any tenant under a partial gross lease, the expense stop, or under a fully gross lease, the current year operating expenses (which may be estimates as of such date), are subtracted from gross rent. Total abatements for leases in effect as of
December 31, 2013
for the twelve months ending December 31, 2014 are approximately
$13 million
, or
$1.99
per leased square foot.
|
(2)
|
Annualized rent per rentable square foot represents annualized rent as computed above, divided by leased square feet as of the same date.
|
Year
|
|
Total Area in
Square Feet
Covered by
Expiring
Leases
|
|
Percentage
of Leased
Square Feet
|
|
Annualized
Rent (1)
|
|
Percentage of
Annualized
Rent
|
|
Current Rent per
Leased Square Foot (2)
|
|
Rent per
Leased Square
Foot
at Expiration (3)
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
2014
|
|
494,860
|
|
|
7.9
|
%
|
|
$
|
11,828,102
|
|
|
8.2
|
%
|
|
$
|
23.90
|
|
|
$
|
23.94
|
|
2015
|
|
285,437
|
|
|
4.5
|
%
|
|
6,583,832
|
|
|
4.5
|
%
|
|
23.07
|
|
|
23.48
|
|
|||
2016
|
|
407,508
|
|
|
6.5
|
%
|
|
8,741,861
|
|
|
6.1
|
%
|
|
21.45
|
|
|
22.92
|
|
|||
2017
|
|
598,161
|
|
|
9.5
|
%
|
|
14,621,216
|
|
|
10.2
|
%
|
|
24.44
|
|
|
26.93
|
|
|||
2018
|
|
858,488
|
|
|
13.6
|
%
|
|
18,948,956
|
|
|
13.2
|
%
|
|
22.07
|
|
|
24.27
|
|
|||
2019
|
|
423,067
|
|
|
6.7
|
%
|
|
10,963,293
|
|
|
7.6
|
%
|
|
25.91
|
|
|
31.34
|
|
|||
2020
|
|
291,551
|
|
|
4.6
|
%
|
|
6,907,160
|
|
|
4.8
|
%
|
|
23.69
|
|
|
29.41
|
|
|||
2021
|
|
135,238
|
|
|
2.2
|
%
|
|
2,619,698
|
|
|
1.8
|
%
|
|
19.37
|
|
|
23.86
|
|
|||
2022
|
|
802,784
|
|
|
12.8
|
%
|
|
18,940,611
|
|
|
13.2
|
%
|
|
23.59
|
|
|
30.73
|
|
|||
2023
|
|
642,195
|
|
|
10.2
|
%
|
|
14,352,256
|
|
|
10.0
|
%
|
|
22.35
|
|
|
30.71
|
|
|||
Thereafter
|
|
1,349,973
|
|
|
21.5
|
%
|
|
29,306,104
|
|
|
20.4
|
%
|
|
21.71
|
|
|
29.35
|
|
|||
Total expiring leases
|
|
6,289,262
|
|
|
100.0
|
%
|
|
$
|
143,813,089
|
|
|
100.0
|
%
|
|
$
|
22.87
|
|
|
$
|
27.65
|
|
Currently available
|
|
1,246,135
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Total rentable square feet
|
7,535,397
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Annualized rent represents the annualized monthly contractual rent under existing leases as of
December 31, 2013
. This amount reflects total base rent before any rent abatements as of
December 31, 2013
and is shown on a net basis; thus, for
|
(2)
|
Current rent per leased square foot represents current base rent, divided by total leased square feet as of the same date.
|
(3)
|
Rent per leased square foot at expiration represents base rent, including any future rent steps, and thus represents the base rent that will be in place at lease expiration.
|
|
Leasing Activity
|
|
Percentage Leased
|
||
|
|
|
|
||
Leased square feet as of December 31, 2012
|
2,284,117
|
|
|
86.5
|
%
|
Acquisition – Wells Fargo Center–North Tower
|
1,176,154
|
|
|
|
|
Acquisition – Gas Company Tower
|
932,617
|
|
|
|
|
Acquisition – Wells Fargo Center–South Tower
|
1,019,624
|
|
|
|
|
Acquisition – 777 Tower
|
792,946
|
|
|
|
|
Revised leased square feet as of December 31, 2012
|
6,205,458
|
|
|
82.4
|
%
|
Expirations
|
(362,168
|
)
|
|
(4.8
|
)%
|
New leases
|
201,990
|
|
|
2.7
|
%
|
Renewals
|
243,982
|
|
|
3.2
|
%
|
Leased square feet as of December 31, 2013
|
6,289,262
|
|
|
83.5
|
%
|
|
Principal
Amount
|
|
Percent of
Total Debt
|
|
Effective
Interest
Rate
|
|
Weighted Average
Term to
Maturity
|
||||
Fixed-rate
|
$
|
1,222.5
|
|
|
64.43
|
%
|
|
5.41
|
%
|
|
3 years
|
Variable-rate swapped to fixed-rate
|
185.0
|
|
|
9.75
|
%
|
|
3.93
|
%
|
|
7 years
|
|
Variable-rate
|
490.0
|
|
|
25.82
|
%
|
|
1.93
|
%
|
|
4 years
|
|
|
$
|
1,897.5
|
|
|
100.00
|
%
|
|
4.36
|
%
|
|
3 years
|
|
Interest
Rate |
|
Contractual
Maturity Date
|
|
Principal
Amount (1) |
|
Annual Debt
Service |
|||||
Floating-Rate Debt
|
|
|
|
|
|
|
|
|||||
Variable-Rate Loans:
|
|
|
|
|
|
|
|
|||||
Wells Fargo Center–South Tower (2)
|
1.97
|
%
|
|
12/1/2016
|
|
$
|
290,000
|
|
|
$
|
5,792
|
|
777 Tower (3)
|
1.87
|
%
|
|
11/1/2018
|
|
200,000
|
|
|
3,792
|
|
||
Total variable-rate loans
|
|
|
|
|
490,000
|
|
|
9,584
|
|
|||
|
|
|
|
|
|
|
|
|||||
Variable-Rate Swapped to Fixed-Rate Loan:
|
|
|
|
|
|
|
|
|||||
EY Plaza (4)
|
3.93
|
%
|
|
11/27/2020
|
|
185,000
|
|
|
7,368
|
|
||
Total floating-rate debt
|
|
|
|
|
675,000
|
|
|
16,952
|
|
|||
|
|
|
|
|
|
|
|
|||||
Fixed-Rate Debt
|
|
|
|
|
|
|
|
|||||
Wells Fargo Center–North Tower
|
5.70
|
%
|
|
4/6/2017
|
|
550,000
|
|
|
31,769
|
|
||
Gas Company Tower
|
5.10
|
%
|
|
8/11/2016
|
|
458,000
|
|
|
23,692
|
|
||
BOA Plaza
|
5.06
|
%
|
|
9/7/2014
|
|
170,191
|
|
|
8,736
|
|
||
BOA Plaza
|
6.26
|
%
|
|
9/7/2014
|
|
44,321
|
|
|
2,813
|
|
||
Total fixed-rate rate debt
|
|
|
|
|
1,222,512
|
|
|
67,010
|
|
|||
Total debt
|
|
|
|
|
1,897,512
|
|
|
$
|
83,962
|
|
||
Debt discounts
|
|
|
|
|
(11,907
|
)
|
|
|
||||
Total debt, net
|
|
|
|
|
$
|
1,885,605
|
|
|
|
(1)
|
Assuming no payment has been made in advance of its due date.
|
(2)
|
This loan bears interest at LIBOR plus
1.80%
. As required by the loan agreement, we have entered into an interest rate cap agreement that limits the LIBOR portion of the interest rate to
4.75%
.
|
(3)
|
This loan bears interest at LIBOR plus
1.70%
. As required by the loan agreement, we have entered into an interest rate cap agreement that limits the LIBOR portion of the interest rate to
5.75%
.
|
(4)
|
This loan bears interest at LIBOR plus
1.75%
. As required by the loan agreement, we have entered into an interest rate swap agreement to hedge this loan, which effectively fixes the LIBOR portion of the interest rate at
2.178%
. The effective interest rate of
3.93%
includes interest on the swap.
|
•
|
The special purpose property-owning subsidiary’s or Brookfield DTLA Holdings’ filing a voluntary petition for bankruptcy;
|
•
|
The special purpose property-owning subsidiary’s failure to maintain its status as a special purpose entity;
|
•
|
Subject to certain conditions, the special purpose property-owning subsidiary’s failure to obtain the lender’s written consent prior to any subordinate financing or other voluntary lien encumbering the associated property; and
|
•
|
Subject to certain conditions, the special purpose property-owning subsidiary’s failure to obtain the lender’s written consent prior to a transfer or conveyance of the associated property, including, in some cases, indirect transfers in connection with a change in control of Brookfield DTLA Holdings or Brookfield DTLA.
|
|
For the Year Ended
|
|
Increase/
(Decrease) |
|
%
Change |
|||||||||
|
12/31/2013
|
|
12/31/2012
|
|
|
|||||||||
Revenue:
|
|
|
|
|
|
|
|
|||||||
Rental income
|
$
|
78.0
|
|
|
$
|
51.8
|
|
|
$
|
26.2
|
|
|
51
|
%
|
Tenant reimbursements
|
40.9
|
|
|
28.0
|
|
|
12.9
|
|
|
46
|
%
|
|||
Parking
|
16.6
|
|
|
10.2
|
|
|
6.4
|
|
|
63
|
%
|
|||
Interest and other
|
3.2
|
|
|
2.9
|
|
|
0.3
|
|
|
10
|
%
|
|||
Total revenue
|
138.7
|
|
|
92.9
|
|
|
45.8
|
|
|
49
|
%
|
|||
|
|
|
|
|
|
|
|
|||||||
Expenses:
|
|
|
|
|
|
|
|
|||||||
Rental property operating and maintenance
|
47.4
|
|
|
33.3
|
|
|
14.1
|
|
|
42
|
%
|
|||
Real estate taxes
|
14.6
|
|
|
8.6
|
|
|
6.0
|
|
|
70
|
%
|
|||
Parking
|
4.0
|
|
|
2.7
|
|
|
1.3
|
|
|
48
|
%
|
|||
Other expense
|
9.1
|
|
|
1.2
|
|
|
7.9
|
|
|
658
|
%
|
|||
Depreciation and amortization
|
46.7
|
|
|
29.0
|
|
|
17.7
|
|
|
61
|
%
|
|||
Interest
|
32.2
|
|
|
17.9
|
|
|
14.3
|
|
|
80
|
%
|
|||
Total expenses
|
154.0
|
|
|
92.7
|
|
|
61.3
|
|
|
66
|
%
|
|||
Net (loss) income
|
$
|
(15.3
|
)
|
|
$
|
0.2
|
|
|
$
|
(15.5
|
)
|
|
|
|
For the Year Ended
|
|
Increase/
(Decrease) |
|
%
Change |
|||||||||
|
12/31/2012
|
|
12/31/2011
|
|
|
|||||||||
Revenue:
|
|
|
|
|
|
|
|
|||||||
Rental income
|
$
|
51.8
|
|
|
$
|
51.9
|
|
|
$
|
(0.1
|
)
|
|
—
|
%
|
Tenant reimbursements
|
28.0
|
|
|
27.9
|
|
|
0.1
|
|
|
—
|
%
|
|||
Parking
|
10.2
|
|
|
9.6
|
|
|
0.6
|
|
|
6
|
%
|
|||
Interest and other
|
2.9
|
|
|
3.3
|
|
|
(0.4
|
)
|
|
(12
|
)%
|
|||
Total revenue
|
92.9
|
|
|
92.7
|
|
|
0.2
|
|
|
—
|
%
|
|||
|
|
|
|
|
|
|
|
|||||||
Expenses:
|
|
|
|
|
|
|
|
|||||||
Rental property operating and maintenance
|
33.3
|
|
|
32.6
|
|
|
0.7
|
|
|
2
|
%
|
|||
Real estate taxes
|
8.6
|
|
|
8.2
|
|
|
0.4
|
|
|
5
|
%
|
|||
Parking
|
2.7
|
|
|
2.2
|
|
|
0.5
|
|
|
23
|
%
|
|||
Other expense
|
1.2
|
|
|
1.7
|
|
|
(0.5
|
)
|
|
(30
|
)%
|
|||
Depreciation and amortization
|
29.0
|
|
|
30.7
|
|
|
(1.7
|
)
|
|
(6
|
)%
|
|||
Interest
|
17.9
|
|
|
18.1
|
|
|
(0.2
|
)
|
|
(1
|
)%
|
|||
Total expenses
|
92.7
|
|
|
93.5
|
|
|
(0.8
|
)
|
|
(1
|
)%
|
|||
Net income (loss)
|
$
|
0.2
|
|
|
$
|
(0.8
|
)
|
|
$
|
1.0
|
|
|
|
•
|
As of
December 31, 2013
, the MPG properties were
79.6%
leased as compared to
90.6%
leased for the Predecessor Entities’ properties. This lower level of occupancy results in lower proportionate net operating income.
|
•
|
Brookfield DTLA assumed debt totaling
$1.5 billion
upon the acquisition of MPG. The MPG properties, namely Gas Company Tower and Wells Fargo Center–North Tower, carry higher levels of debt than the Predecessor Entities’ properties, which result in higher proportional interest charges. Interest expense related to the debt on the MPG properties for the year ending December 31, 2014 is estimated to be approximately
$65.0 million
, compared to interest expense of
$17.7 million
recognized for the Predecessor Entities’ properties for the year ended
December 31, 2013
.
|
•
|
Depreciation and amortization charges attributable to the MPG properties, including amounts attributable to amortization of intangible assets and liabilities, will be higher on a relative basis than the Predecessor Entities’ properties. Depreciation and amortization for the Predecessor Entities’ properties aggregated
$28.9 million
for the year ended
December 31, 2013
. Depreciation and amortization for the MPG properties for the year ending December 31, 2014 is estimated to be approximately
$74.8 million
.
|
|
For the Nine Months Ended
|
|
Increase/
(Decrease) |
|
%
Change |
|||||||||
|
9/30/2013
|
|
9/30/2012
|
|
|
|||||||||
Revenue:
|
|
|
|
|
|
|
|
|||||||
Rental income
|
$
|
73.6
|
|
|
$
|
74.4
|
|
|
$
|
(0.8
|
)
|
|
(1
|
)%
|
Tenant reimbursements
|
39.8
|
|
|
38.4
|
|
|
1.4
|
|
|
4
|
%
|
|||
Parking
|
16.7
|
|
|
17.1
|
|
|
(0.4
|
)
|
|
(2
|
)%
|
|||
Management, leasing and development services
|
0.2
|
|
|
2.2
|
|
|
(2.0
|
)
|
|
(91
|
)%
|
|||
Interest and other
|
0.6
|
|
|
14.7
|
|
|
(14.1
|
)
|
|
(96
|
)%
|
|||
Total revenue
|
130.9
|
|
|
146.8
|
|
|
(15.9
|
)
|
|
(11
|
)%
|
|||
|
|
|
|
|
|
|
|
|||||||
Expenses:
|
|
|
|
|
|
|
|
|||||||
Rental property operating and maintenance
|
31.2
|
|
|
32.3
|
|
|
(1.1
|
)
|
|
(3
|
)%
|
|||
Real estate taxes
|
11.9
|
|
|
11.5
|
|
|
0.4
|
|
|
3
|
%
|
|||
Parking
|
4.4
|
|
|
4.5
|
|
|
(0.1
|
)
|
|
(2
|
)%
|
|||
General and administrative
|
25.2
|
|
|
17.7
|
|
|
7.5
|
|
|
42
|
%
|
|||
Other expense
|
—
|
|
|
2.8
|
|
|
(2.8
|
)
|
|
(100
|
)%
|
|||
Depreciation and amortization
|
34.9
|
|
|
36.5
|
|
|
(1.6
|
)
|
|
(4
|
)%
|
|||
Impairment of long-lived assets
|
—
|
|
|
2.1
|
|
|
(2.1
|
)
|
|
(100
|
)%
|
|||
Interest
|
65.1
|
|
|
74.5
|
|
|
(9.4
|
)
|
|
(13
|
)%
|
|||
Total expenses
|
172.7
|
|
|
181.9
|
|
|
(9.2
|
)
|
|
(5
|
)%
|
|||
Loss from continuing operations before equity in
net income of unconsolidated joint venture
|
(41.8
|
)
|
|
(35.1
|
)
|
|
(6.7
|
)
|
|
|
||||
Equity in net income of unconsolidated joint venture
|
—
|
|
|
14.3
|
|
|
(14.3
|
)
|
|
|
||||
Loss from continuing operations
|
$
|
(41.8
|
)
|
|
$
|
(20.8
|
)
|
|
$
|
(21.0
|
)
|
|
|
|
Income from discontinued operations
|
$
|
155.4
|
|
|
$
|
206.5
|
|
|
$
|
(51.1
|
)
|
|
|
|
For the Year Ended
|
|
Increase/
(Decrease) |
|
%
Change |
|||||||||
|
12/31/2012
|
|
12/31/2011
|
|
|
|||||||||
Revenue:
|
|
|
|
|
|
|
|
|||||||
Rental income
|
$
|
99.4
|
|
|
$
|
110.1
|
|
|
$
|
(10.7
|
)
|
|
(10
|
)%
|
Tenant reimbursements
|
50.9
|
|
|
53.6
|
|
|
(2.7
|
)
|
|
(5
|
)%
|
|||
Parking
|
22.7
|
|
|
22.8
|
|
|
(0.1
|
)
|
|
—
|
%
|
|||
Management, leasing and development services
|
2.4
|
|
|
6.8
|
|
|
(4.4
|
)
|
|
(65
|
)%
|
|||
Interest and other
|
15.1
|
|
|
1.8
|
|
|
13.3
|
|
|
739
|
%
|
|||
Total revenue
|
190.5
|
|
|
195.1
|
|
|
(4.6
|
)
|
|
(2
|
)%
|
|||
|
|
|
|
|
|
|
|
|||||||
Expenses:
|
|
|
|
|
|
|
|
|||||||
Rental property operating and maintenance
|
43.3
|
|
|
42.3
|
|
|
1.0
|
|
|
2
|
%
|
|||
Real estate taxes
|
15.5
|
|
|
15.4
|
|
|
0.1
|
|
|
1
|
%
|
|||
Parking
|
6.1
|
|
|
6.2
|
|
|
(0.1
|
)
|
|
(2
|
)%
|
|||
General and administrative
|
24.4
|
|
|
24.2
|
|
|
0.2
|
|
|
1
|
%
|
|||
Other expense
|
4.8
|
|
|
1.9
|
|
|
2.9
|
|
|
153
|
%
|
|||
Depreciation and amortization
|
48.5
|
|
|
51.7
|
|
|
(3.2
|
)
|
|
(6
|
)%
|
|||
Impairment of long-lived assets
|
2.1
|
|
|
—
|
|
|
2.1
|
|
|
100
|
%
|
|||
Interest
|
96.4
|
|
|
103.7
|
|
|
(7.3
|
)
|
|
(7
|
)%
|
|||
Total expenses
|
241.1
|
|
|
245.4
|
|
|
(4.3
|
)
|
|
(2
|
)%
|
|||
Loss from continuing operations before equity in
net income of unconsolidated joint venture and
gain on sale of interest in unconsolidated joint venture
|
(50.6
|
)
|
|
(50.3
|
)
|
|
(0.3
|
)
|
|
|
||||
Equity in net income of unconsolidated joint venture
|
14.3
|
|
|
0.1
|
|
|
14.2
|
|
|
|
||||
Gain on sale of interest in unconsolidated joint venture
|
50.1
|
|
|
—
|
|
|
50.1
|
|
|
|
||||
Income (loss) from continuing operations
|
$
|
13.8
|
|
|
$
|
(50.2
|
)
|
|
$
|
64.0
|
|
|
|
|
Income from discontinued operations
|
$
|
382.1
|
|
|
$
|
148.5
|
|
|
$
|
233.6
|
|
|
|
|
For the Year Ended December 31,
|
|
Increase/
(Decrease) |
||||||||
|
2013
|
|
2012
|
|
|||||||
|
(In thousands)
|
||||||||||
Net cash (used in) provided by operating activities
|
$
|
(2,208
|
)
|
|
$
|
15,159
|
|
|
$
|
(17,367
|
)
|
Net cash used in investing activities
|
(39,868
|
)
|
|
(40,989
|
)
|
|
(1,121
|
)
|
|||
Net cash provided by financing activities
|
232,440
|
|
|
24,025
|
|
|
208,415
|
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
Thereafter
|
|
Total
|
||||||||||||||
|
(In thousands)
|
||||||||||||||||||||||||||
Principal payments on
mortgage loans |
$
|
214,512
|
|
|
$
|
311
|
|
|
$
|
751,831
|
|
|
$
|
554,026
|
|
|
$
|
204,232
|
|
|
$
|
172,600
|
|
|
$
|
1,897,512
|
|
Interest payments –
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Fixed-rate debt (1)
|
63,340
|
|
|
55,461
|
|
|
46,331
|
|
|
8,269
|
|
|
—
|
|
|
—
|
|
|
173,401
|
|
|||||||
Variable-rate swapped to
fixed rate debt
|
7,458
|
|
|
7,368
|
|
|
7,306
|
|
|
7,130
|
|
|
6,985
|
|
|
13,104
|
|
|
49,351
|
|
|||||||
Variable-rate debt (2)
|
9,584
|
|
|
9,584
|
|
|
9,134
|
|
|
3,792
|
|
|
3,169
|
|
|
—
|
|
|
35,263
|
|
|||||||
Tenant-related commitments (3)
|
48,320
|
|
|
2,032
|
|
|
580
|
|
|
8,109
|
|
|
—
|
|
|
9,040
|
|
|
68,081
|
|
|||||||
|
$
|
343,214
|
|
|
$
|
74,756
|
|
|
$
|
815,182
|
|
|
$
|
581,326
|
|
|
$
|
214,386
|
|
|
$
|
194,744
|
|
|
$
|
2,223,608
|
|
(1)
|
Interest payments on fixed-rate debt are calculated based on contractual interest rates and scheduled maturity dates.
|
(2)
|
Interest payments on variable-rate debt are calculated based on scheduled maturity dates and the one-month LIBOR rate in place on the debt as of
December 31, 2013
plus the contractual spread per the loan agreements.
|
(3)
|
Tenant-related commitments include tenant improvements and leasing commissions and are based on executed leases as of
December 31, 2013
.
|
|
For the Year Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Management fees expense
|
$
|
3,667
|
|
|
$
|
2,670
|
|
|
$
|
2,748
|
|
General, administrative and reimbursable expenses
|
1,190
|
|
|
1,278
|
|
|
1,196
|
|
|||
Leasing and construction management fees
|
786
|
|
|
1,137
|
|
|
2,273
|
|
|
For the Year Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Insurance expense
|
$
|
4,949
|
|
|
$
|
4,664
|
|
|
$
|
4,489
|
|
|
|
Notional
Value
|
|
Strike
Rate
|
|
Effective
Date
|
|
Expiration
Date
|
|
Fair
Value
|
|||||
Interest rate swap
|
|
$
|
185,000
|
|
|
2.178
|
%
|
|
11/27/2013
|
|
11/2/2020
|
|
$
|
1,007
|
|
Interest rate cap
|
|
290,000
|
|
|
4.750
|
%
|
|
11/8/2013
|
|
12/1/2016
|
|
352
|
|
||
Interest rate cap
|
|
200,000
|
|
|
5.750
|
%
|
|
10/15/2013
|
|
10/15/2018
|
|
1,248
|
|
||
|
|
|
|
|
|
|
|
|
|
$
|
2,607
|
|
|
|
|
Fair Value of
|
||||||||
|
Interest
Expense
|
|
Mortgage
Loans
|
|
Interest
Rate Swap
|
||||||
50 basis point increase
|
$
|
2,450
|
|
|
$
|
(14,175
|
)
|
|
$
|
6,620
|
|
50 basis point decrease
|
(833
|
)
|
|
13,986
|
|
|
(4,810
|
)
|
Item 8.
|
Financial Statements and Supplementary Data.
|
|
Page
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2013
|
|
December 31, 2012
|
||||
|
(In thousands, except share amounts)
|
||||||
|
|
|
|
||||
ASSETS
|
|
|
|
||||
Investments in real estate:
|
|
|
|
||||
Land
|
$
|
229,039
|
|
|
$
|
101,548
|
|
Buildings and improvements
|
2,141,821
|
|
|
676,420
|
|
||
Tenant improvements
|
187,005
|
|
|
70,604
|
|
||
|
2,557,865
|
|
|
848,572
|
|
||
Less: accumulated depreciation
|
(121,612
|
)
|
|
(92,500
|
)
|
||
Investments in real estate, net
|
2,436,253
|
|
|
756,072
|
|
||
|
|
|
|
||||
Cash and cash equivalents
|
196,071
|
|
|
5,707
|
|
||
Restricted cash
|
22,797
|
|
|
—
|
|
||
Rents, deferred rents and other receivables, net
|
53,306
|
|
|
30,437
|
|
||
Due from affiliates, net
|
—
|
|
|
1,785
|
|
||
Intangible assets, net
|
157,088
|
|
|
28,203
|
|
||
Deferred charges, net
|
61,371
|
|
|
25,022
|
|
||
Prepaid and other assets
|
19,310
|
|
|
12,540
|
|
||
Total assets
|
$
|
2,946,196
|
|
|
$
|
859,766
|
|
|
|
|
|
||||
LIABILITIES AND EQUITY
|
|
|
|
||||
Liabilities:
|
|
|
|
||||
Mortgage loans, net
|
$
|
1,885,605
|
|
|
$
|
319,678
|
|
Accounts payable and other liabilities
|
60,637
|
|
|
21,170
|
|
||
Due to affiliates, net
|
35,615
|
|
|
—
|
|
||
Intangible liabilities, net
|
44,801
|
|
|
10,215
|
|
||
Total liabilities
|
2,026,658
|
|
|
351,063
|
|
||
|
|
|
|
||||
Commitments and Contingencies (See Note 14)
|
|
|
|
||||
|
|
|
|
||||
Mezzanine Equity:
|
|
|
|
||||
7.625% Series A Cumulative Redeemable Preferred Stock,
$0.01 par value, 9,730,370 shares issued and
outstanding as of December 31, 2013
|
339,101
|
|
|
—
|
|
||
Noncontrolling Interests:
|
|
|
|
||||
Series A-1 preferred interest
|
314,658
|
|
|
—
|
|
||
Senior participating preferred interest
|
257,780
|
|
|
—
|
|
||
Total mezzanine equity
|
911,539
|
|
|
—
|
|
||
Stockholders
’
Equity:
|
|
|
|
||||
Common stock, $0.01 par value, 1,000 shares
issued and outstanding as of December 31, 2013
|
—
|
|
|
—
|
|
||
Additional paid-in capital
|
191,710
|
|
|
—
|
|
||
Accumulated deficit
|
(89,177
|
)
|
|
—
|
|
||
TRZ Holdings IV LLC’s interest
|
—
|
|
|
508,703
|
|
||
Accumulated other comprehensive income
|
480
|
|
|
—
|
|
||
Noncontrolling interest – Series B common interest
|
(95,014
|
)
|
|
—
|
|
||
Total stockholders
’
equity
|
7,999
|
|
|
508,703
|
|
||
Total liabilities and equity
|
$
|
2,946,196
|
|
|
$
|
859,766
|
|
|
For the Year Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
|
(In thousands)
|
||||||||||
Revenue:
|
|
|
|
|
|
||||||
Rental income
|
$
|
78,031
|
|
|
$
|
51,815
|
|
|
$
|
51,935
|
|
Tenant reimbursements
|
40,933
|
|
|
28,041
|
|
|
27,899
|
|
|||
Parking
|
16,531
|
|
|
10,143
|
|
|
9,611
|
|
|||
Interest and other
|
3,227
|
|
|
2,918
|
|
|
3,286
|
|
|||
Total revenue
|
138,722
|
|
|
92,917
|
|
|
92,731
|
|
|||
Expenses:
|
|
|
|
|
|
||||||
Rental property operating and maintenance
|
47,454
|
|
|
33,346
|
|
|
32,569
|
|
|||
Real estate taxes
|
14,604
|
|
|
8,579
|
|
|
8,232
|
|
|||
Parking
|
3,977
|
|
|
2,690
|
|
|
2,207
|
|
|||
Other expense
|
9,096
|
|
|
1,191
|
|
|
1,672
|
|
|||
Depreciation and amortization
|
46,682
|
|
|
29,013
|
|
|
30,678
|
|
|||
Interest
|
32,183
|
|
|
17,850
|
|
|
18,160
|
|
|||
Total expenses
|
153,996
|
|
|
92,669
|
|
|
93,518
|
|
|||
|
|
|
|
|
|
||||||
Net (loss) income
|
(15,274
|
)
|
|
248
|
|
|
(787
|
)
|
|||
|
|
|
|
|
|
||||||
Net loss attributable to noncontrolling interests:
|
|
|
|
|
|
||||||
Series A-1 preferred interest – cumulative dividends
|
(3,586
|
)
|
|
—
|
|
|
—
|
|
|||
Series A-1 preferred interest –
redemption measurement adjustment
|
(76,305
|
)
|
|
—
|
|
|
—
|
|
|||
Senior participating preferred interest –
cumulative dividends
|
(3,500
|
)
|
|
—
|
|
|
—
|
|
|||
Series B common interest – allocation of net loss
|
97,934
|
|
|
—
|
|
|
—
|
|
|||
Net loss attributable to Brookfield DTLA
|
(731
|
)
|
|
248
|
|
|
(787
|
)
|
|||
Series A preferred stock – cumulative dividends
|
(3,864
|
)
|
|
—
|
|
|
—
|
|
|||
Series A preferred stock – redemption
measurement adjustment
|
(82,247
|
)
|
|
—
|
|
|
—
|
|
|||
Net (loss) income available to common interest
holders of Brookfield DTLA
|
$
|
(86,842
|
)
|
|
$
|
248
|
|
|
$
|
(787
|
)
|
|
For the Year Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
|
(In thousands)
|
||||||||||
|
|
|
|
|
|
||||||
Net (loss) income
|
$
|
(15,274
|
)
|
|
$
|
248
|
|
|
$
|
(787
|
)
|
|
|
|
|
|
|
||||||
Other comprehensive income:
|
|
|
|
|
|
||||||
Derivative transactions:
|
|
|
|
|
|
||||||
Derivative holding gains
|
1,007
|
|
|
—
|
|
|
—
|
|
|||
|
|
|
|
|
|
||||||
Comprehensive (loss) income
|
(14,267
|
)
|
|
248
|
|
|
(787
|
)
|
|||
Comprehensive loss attributable to
noncontrolling interests
|
14,016
|
|
|
—
|
|
|
—
|
|
|||
Comprehensive (loss) income available to
common interest holders of Brookfield DTLA
|
$
|
(251
|
)
|
|
$
|
248
|
|
|
$
|
(787
|
)
|
|
|
Number of Shares
|
|
Common
Stock
|
|
Additional
Paid-in
Capital
|
|
Accumu-
lated
Deficit
|
|
TRZ Holdings
IV LLC’s Interest
|
|
Accumu-lated Other Compre-hensive Income
|
|
Non-
controlling Interest
|
|
Total
Stock-
holders’
Equity
|
|||||||||||||||
|
|
Common
Stock
|
|
|
|
|
|
|
|
||||||||||||||||||||||
|
|
(In thousands, except share amounts)
|
|||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance, December 31, 2010
|
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
471,833
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
471,833
|
|
Net loss attributable to
TRZ Holdings IV LLC
|
|
|
|
|
|
|
|
|
|
(787
|
)
|
|
|
|
|
|
(787
|
)
|
|||||||||||||
Contributions from
TRZ Holdings IV LLC, net
|
|
|
|
|
|
|
|
|
|
6,705
|
|
|
|
|
|
|
6,705
|
|
|||||||||||||
Balance, December 31, 2011
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
477,751
|
|
|
—
|
|
|
—
|
|
|
477,751
|
|
|||||||
Net income attributable to
TRZ Holdings IV LLC
|
|
|
|
|
|
|
|
|
|
248
|
|
|
|
|
|
|
248
|
|
|||||||||||||
Contributions from
TRZ Holdings IV LLC, net
|
|
|
|
|
|
|
|
|
|
30,704
|
|
|
|
|
|
|
30,704
|
|
|||||||||||||
Balance, December 31, 2012
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
508,703
|
|
|
—
|
|
|
—
|
|
|
508,703
|
|
|||||||
Net (loss) income
|
|
|
|
|
|
|
|
(3,066
|
)
|
|
2,335
|
|
|
|
|
(14,543
|
)
|
|
(15,274
|
)
|
|||||||||||
Other comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
480
|
|
|
527
|
|
|
1,007
|
|
||||||||||||
Contributions from
TRZ Holdings IV LLC, net
|
|
|
|
|
|
|
|
|
|
5,402
|
|
|
|
|
|
|
5,402
|
|
|||||||||||||
Non-cash distribution to
TRZ Holdings IV LLC
|
|
|
|
|
|
|
|
|
|
(25,000
|
)
|
|
|
|
|
|
(25,000
|
)
|
|||||||||||||
Exchange of
predecessor equity
|
|
|
|
|
|
|
|
|
|
(491,440
|
)
|
|
|
|
2,393
|
|
|
(489,047
|
)
|
||||||||||||
Issuance of common stock,
net of offering costs
|
|
1,000
|
|
|
—
|
|
|
191,710
|
|
|
|
|
|
|
|
|
|
|
191,710
|
|
|||||||||||
Dividends on Series A
Preferred Stock, Series A-1
preferred interest and
senior participating
preferred interest
|
|
|
|
|
|
|
|
(86,111
|
)
|
|
|
|
|
|
(83,391
|
)
|
|
(169,502
|
)
|
||||||||||||
Balance, December 31, 2013
|
|
1,000
|
|
|
$
|
—
|
|
|
$
|
191,710
|
|
|
$
|
(89,177
|
)
|
|
$
|
—
|
|
|
$
|
480
|
|
|
$
|
(95,014
|
)
|
|
$
|
7,999
|
|
|
For the Year Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
|
(In thousands)
|
||||||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net (loss) income
|
$
|
(15,274
|
)
|
|
$
|
248
|
|
|
$
|
(787
|
)
|
Adjustments to reconcile net (loss) income to
net cash (used in) provided by
operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
46,682
|
|
|
29,013
|
|
|
30,678
|
|
|||
Provision for doubtful accounts
|
357
|
|
|
—
|
|
|
140
|
|
|||
Amortization of below-market leases/
above-market leases |
(5,321
|
)
|
|
(2,159
|
)
|
|
(2,376
|
)
|
|||
Straight-line rent amortization
|
(8,541
|
)
|
|
(6,426
|
)
|
|
(2,526
|
)
|
|||
Deemed contribution from Brookfield DTLA
Holdings for costs related to the acquisition
of MPG
|
6,314
|
|
|
—
|
|
|
—
|
|
|||
Amortization of tenant inducements
|
987
|
|
|
804
|
|
|
357
|
|
|||
Amortization of debt discounts
|
951
|
|
|
610
|
|
|
589
|
|
|||
Changes in assets and liabilities:
|
|
|
|
|
|
||||||
Rents, deferred rents and other receivables
|
(5,422
|
)
|
|
(840
|
)
|
|
648
|
|
|||
Due from affiliates
|
—
|
|
|
(1,870
|
)
|
|
4,400
|
|
|||
Deferred charges
|
(7,323
|
)
|
|
(4,206
|
)
|
|
(6,164
|
)
|
|||
Prepaid and other assets
|
(10,757
|
)
|
|
(2,805
|
)
|
|
(3,898
|
)
|
|||
Accounts payable and other liabilities
|
(4,861
|
)
|
|
2,790
|
|
|
2,211
|
|
|||
Net cash (used in) provided by operating activities
|
(2,208
|
)
|
|
15,159
|
|
|
23,272
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Acquisition of MPG
|
(189,202
|
)
|
|
—
|
|
|
—
|
|
|||
Cash acquired in acquisition of MPG
|
155,685
|
|
|
—
|
|
|
—
|
|
|||
Expenditures for improvements to real estate
|
(24,297
|
)
|
|
(40,989
|
)
|
|
(24,201
|
)
|
|||
Decrease in restricted cash
|
17,946
|
|
|
—
|
|
|
111
|
|
|||
Net cash used in investing activities
|
(39,868
|
)
|
|
(40,989
|
)
|
|
(24,090
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Proceeds from mortgage loans
|
475,000
|
|
|
—
|
|
|
—
|
|
|||
Principal payments on mortgage loans
|
(441,364
|
)
|
|
(6,679
|
)
|
|
(6,382
|
)
|
|||
Contributions from Brookfield DTLA Holdings
|
189,202
|
|
|
—
|
|
|
—
|
|
|||
Contributions from TRZ Holdings IV LLC, net
|
5,402
|
|
|
30,704
|
|
|
6,705
|
|
|||
Due to affiliates
|
12,400
|
|
|
—
|
|
|
—
|
|
|||
Financing fees paid
|
(4,366
|
)
|
|
—
|
|
|
—
|
|
|||
Offering costs
|
(3,834
|
)
|
|
—
|
|
|
—
|
|
|||
Net cash provided by financing activities
|
232,440
|
|
|
24,025
|
|
|
323
|
|
|||
Net change in cash and cash equivalents
|
190,364
|
|
|
(1,805
|
)
|
|
(495
|
)
|
|||
Cash and cash equivalents at beginning of year
|
5,707
|
|
|
7,512
|
|
|
8,007
|
|
|||
Cash and cash equivalents at end of year
|
$
|
196,071
|
|
|
$
|
5,707
|
|
|
$
|
7,512
|
|
|
For the Year Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
|
(In thousands)
|
||||||||||
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
||||||
Cash paid for interest
|
$
|
26,337
|
|
|
$
|
17,256
|
|
|
$
|
17,552
|
|
|
|
|
|
|
|
||||||
Supplemental disclosure of non-cash investing and
financing activities: |
|
|
|
|
|
||||||
Issuance of Series A preferred stock in connection
with the acquisition of MPG
|
$
|
252,990
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Issuance of note to TRZ Holdings IV LLC
|
25,000
|
|
|
—
|
|
|
—
|
|
|||
Accrued deferred leasing costs
|
3,844
|
|
|
1,120
|
|
|
1,999
|
|
|||
Accrual for real estate improvements
|
7,074
|
|
|
2,992
|
|
|
3,415
|
|
|||
Increase in fair value of interest rate swap
|
1,007
|
|
|
—
|
|
|
—
|
|
|||
|
|
|
|
|
|
||||||
|
|
|
|
|
|
||||||
|
|
|
|
|
|
||||||
|
|
|
|
|
|
||||||
|
|
|
|
|
|
||||||
|
|
|
|
|
|
||||||
|
|
|
|
|
|
||||||
|
|
|
|
|
|
||||||
|
|
|
|
|
|
||||||
|
|
|
|
|
|
||||||
|
|
|
|
|
|
||||||
|
|
|
|
|
|
||||||
|
|
|
|
|
|
||||||
|
|
|
|
|
|
||||||
|
|
|
|
|
|
||||||
|
|
|
|
|
|
||||||
|
|
|
|
|
|
MPG common stock and noncontrolling common units
|
57,540,216
|
|
|
MPG in-the-money equity awards
|
2,524,079
|
|
|
|
60,064,295
|
|
|
Merger consideration per common share
|
$
|
3.15
|
|
Cash consideration – common stock
|
$
|
189,202,529
|
|
|
|
||
Fair value of Series A preferred stock issued by Brookfield DTLA
|
252,989,620
|
|
|
|
|
||
Total purchase price
|
$
|
442,192,149
|
|
Purchase price
|
$
|
442
|
|
Identified Assets Acquired:
|
|
||
Investments in real estate
|
$
|
1,685
|
|
Cash and cash equivalents
|
156
|
|
|
Restricted cash
|
41
|
|
|
Rents, deferred rents and other receivables
|
3
|
|
|
Intangible assets
|
140
|
|
|
Deferred charges
|
31
|
|
|
Prepaid and other assets
|
3
|
|
|
Liabilities Assumed:
|
|
||
Mortgage loans
|
(1,531
|
)
|
|
Accounts payable and other liabilities
|
(46
|
)
|
|
Intangible liabilities
|
(40
|
)
|
|
Total identified assets acquired, net
|
442
|
|
|
Residual amount
|
$
|
—
|
|
|
December 31, 2013
|
|
December 31, 2012
|
||||
Intangible Assets
|
|
|
|
||||
In-place leases
|
$
|
110,380
|
|
|
$
|
6,503
|
|
Tenant relationships
|
46,248
|
|
|
46,248
|
|
||
Above-market leases
|
38,913
|
|
|
2,301
|
|
||
|
195,541
|
|
|
55,052
|
|
||
Accumulated amortization
|
(38,453
|
)
|
|
(26,849
|
)
|
||
Intangible assets, net
|
$
|
157,088
|
|
|
$
|
28,203
|
|
|
|
|
|
||||
Intangible Liabilities
|
|
|
|
||||
Below-market leases
|
$
|
76,438
|
|
|
$
|
36,669
|
|
Accumulated amortization
|
(31,637
|
)
|
|
(26,454
|
)
|
||
Intangible liabilities, net
|
$
|
44,801
|
|
|
$
|
10,215
|
|
|
For the Year Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Rental income
|
$
|
5,321
|
|
|
$
|
2,159
|
|
|
$
|
2,376
|
|
Depreciation and amortization expense
|
10,111
|
|
|
5,745
|
|
|
7,387
|
|
|
In-Place
Leases
|
|
Other Intangible Assets
|
|
Intangible
Liabilities
|
||||||
2014
|
$
|
25,359
|
|
|
$
|
10,916
|
|
|
$
|
6,649
|
|
2015
|
18,425
|
|
|
9,733
|
|
|
7,112
|
|
|||
2016
|
15,351
|
|
|
8,597
|
|
|
6,433
|
|
|||
2017
|
9,484
|
|
|
5,794
|
|
|
5,855
|
|
|||
2018
|
6,829
|
|
|
4,901
|
|
|
4,081
|
|
|||
Thereafter
|
24,259
|
|
|
17,440
|
|
|
14,671
|
|
|||
|
$
|
99,707
|
|
|
$
|
57,381
|
|
|
$
|
44,801
|
|
|
Contractual
Maturity Date
|
|
|
|
Principal Amount as of
|
|||||||
|
|
Interest Rate
|
|
December 31, 2013
|
|
December 31, 2012
|
||||||
Floating-Rate Debt
|
|
|
|
|
|
|
|
|||||
Variable-Rate Loans:
|
|
|
|
|
|
|
|
|||||
Wells Fargo Center–South Tower (1)
|
12/1/2016
|
|
1.97
|
%
|
|
$
|
290,000
|
|
|
$
|
—
|
|
777 Tower (2)
|
11/1/2018
|
|
1.87
|
%
|
|
200,000
|
|
|
—
|
|
||
Total variable-rate loans
|
|
|
|
|
490,000
|
|
|
—
|
|
|||
|
|
|
|
|
|
|
|
|||||
Variable-Rate Swapped to Fixed-Rate Loan:
|
|
|
|
|
|
|
|
|||||
EY Plaza (3)
|
11/27/2020
|
|
3.93
|
%
|
|
185,000
|
|
|
—
|
|
||
Total floating-rate debt
|
|
|
|
|
675,000
|
|
|
—
|
|
|||
|
|
|
|
|
|
|
|
|||||
Fixed-Rate Debt:
|
|
|
|
|
|
|
|
|||||
Wells Fargo Center–North Tower
|
4/6/2017
|
|
5.70
|
%
|
|
550,000
|
|
|
—
|
|
||
Gas Company Tower
|
8/11/2016
|
|
5.10
|
%
|
|
458,000
|
|
|
—
|
|
||
BOA Plaza
|
9/7/2014
|
|
5.06
|
%
|
|
170,191
|
|
|
173,734
|
|
||
BOA Plaza
|
9/7/2014
|
|
6.26
|
%
|
|
44,321
|
|
|
45,243
|
|
||
Total fixed-rate debt
|
|
|
|
|
1,222,512
|
|
|
218,977
|
|
|||
|
|
|
|
|
|
|
|
|||||
Debt Refinanced:
|
|
|
|
|
||||||||
EY Plaza
|
|
|
|
|
—
|
|
|
101,716
|
|
|||
Total debt
|
|
|
|
|
1,897,512
|
|
|
320,693
|
|
|||
Debt discounts
|
|
|
|
|
(11,907
|
)
|
|
(1,015
|
)
|
|||
Total debt, net
|
|
|
|
|
$
|
1,885,605
|
|
|
$
|
319,678
|
|
(1)
|
This loan bears interest at LIBOR plus
1.80%
. As required by the loan agreement, we have entered into an interest rate cap agreement that limits the LIBOR portion of the interest rate to
4.75%
.
|
(2)
|
This loan bears interest at LIBOR plus
1.70%
. As required by the loan agreement, we have entered into an interest rate cap agreement that limits the LIBOR portion of the interest rate to
5.75%
.
|
(3)
|
This loan bears interest at LIBOR plus
1.75%
. As required by the loan agreement, we have entered into an interest rate swap agreement to hedge this loan, which effectively fixes the LIBOR portion of the interest rate at
2.178%
. The effective interest rate of
3.93%
includes interest on the swap.
|
2014
|
$
|
214,512
|
|
2015
|
311
|
|
|
2016
|
751,831
|
|
|
2017
|
554,026
|
|
|
2018
|
204,232
|
|
|
Thereafter
|
172,600
|
|
|
|
$
|
1,897,512
|
|
•
|
The special purpose property-owning subsidiary’s or Brookfield DTLA Holdings’ filing a voluntary petition for bankruptcy;
|
•
|
The special purpose property-owning subsidiary’s failure to maintain its status as a special purpose entity;
|
•
|
Subject to certain conditions, the special purpose property-owning subsidiary’s failure to obtain the lender’s written consent prior to any subordinate financing or other voluntary lien encumbering the associated property; and
|
•
|
Subject to certain conditions, the special purpose property-owning subsidiary’s failure to obtain the lender’s written consent prior to a transfer or conveyance of the associated property, including, in some cases, indirect transfers in connection with a change in control of Brookfield DTLA Holdings or Brookfield DTLA.
|
|
|
Number of
Shares of
Series A
Preferred
Stock
|
|
Series A
Preferred
Stock
|
|
Noncontrolling Interests
|
|
Mezzanine
Equity
|
|||||||||||
|
|
|
|
Series A-1
Preferred
Interest
|
|
Senior
Participating
Preferred
Interest
|
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Balance, December 31, 2012
|
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Issuance of Series A preferred stock
|
|
9,730,370
|
|
|
252,990
|
|
|
|
|
|
|
252,990
|
|
||||||
Issuance of Series A-1 preferred interest
|
|
|
|
|
|
234,767
|
|
|
|
|
234,767
|
|
|||||||
Issuance of senior participating preferred interest
|
|
|
|
|
|
|
|
254,280
|
|
|
254,280
|
|
|||||||
Cumulative dividends
|
|
|
|
3,864
|
|
|
3,586
|
|
|
3,500
|
|
|
10,950
|
|
|||||
Redemption measurement adjustment
|
|
|
|
82,247
|
|
|
76,305
|
|
|
|
|
158,552
|
|
||||||
Balance, December 31, 2013
|
|
9,730,370
|
|
|
$
|
339,101
|
|
|
$
|
314,658
|
|
|
$
|
257,780
|
|
|
$
|
911,539
|
|
|
For the Year Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Balance at beginning of year
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Other comprehensive income before reclassifications
|
1,007
|
|
|
—
|
|
|
—
|
|
|||
Amounts reclassified from accumulated other
comprehensive income |
—
|
|
|
—
|
|
|
—
|
|
|||
Net current-period other comprehensive income
|
1,007
|
|
|
—
|
|
|
—
|
|
|||
Balance at end of year
|
$
|
1,007
|
|
|
$
|
—
|
|
|
$
|
—
|
|
•
|
Level 1—Quoted prices (unadjusted) in active markets that are accessible at the measurement date.
|
•
|
Level 2—Observable prices that are based on inputs not quoted in active markets, but corroborated by market data.
|
•
|
Level 3—Unobservable prices that are used when little or no market data is available.
|
|
|
|
|
Fair Value Measurements Using
|
||||||||||||
Assets
|
|
Total
Fair
Value
|
|
Quoted Prices in
Active Markets
for Identical
Assets (Level 1)
|
|
Significant
Other
Observable Inputs (Level 2)
|
|
Significant
Unobservable
Inputs (Level 3)
|
||||||||
Interest rate swap at:
|
|
|
|
|
|
|
|
|
||||||||
December 31, 2013
|
|
$
|
1,007
|
|
|
$
|
—
|
|
|
$
|
1,007
|
|
|
$
|
—
|
|
December 31, 2012
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
December 31, 2011
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
Fair Value
|
||||||
|
Balance Sheet Location
|
|
December 31, 2013
|
|
December 31, 2012
|
||||
Derivatives designated as cash flow hedging
instruments:
|
|
|
|
|
|
||||
Interest rate swap
|
Prepaid and other assets
|
|
$
|
1,007
|
|
|
$
|
—
|
|
|
Amount of Gain
Recognized in AOCI
|
|
Amount of Gain/(Loss)
Reclassified from
AOCI to Statement
of Operations
|
||||
Derivatives designated as cash flow hedging instruments:
|
|
|
|
||||
Interest rate swap for the year ended:
|
|
|
|
||||
December 31, 2013
|
$
|
1,007
|
|
|
$
|
—
|
|
December 31, 2012
|
—
|
|
|
—
|
|
||
December 31, 2011
|
—
|
|
|
—
|
|
|
December 31, 2013
|
|
December 31, 2012
|
||||
Wells Fargo Center–South Tower
|
$
|
290,000
|
|
|
$
|
—
|
|
777 Tower
|
200,000
|
|
|
—
|
|
||
|
$
|
490,000
|
|
|
$
|
—
|
|
|
December 31, 2013
|
|
December 31, 2012
|
||||
Estimated fair value
|
$
|
1,902,343
|
|
|
$
|
330,267
|
|
Face value
|
1,897,512
|
|
|
320,693
|
|
|
For the Year Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Management fees expense
|
$
|
3,667
|
|
|
$
|
2,670
|
|
|
$
|
2,748
|
|
General, administrative and reimbursable expenses
|
1,190
|
|
|
1,278
|
|
|
1,196
|
|
|||
Leasing and construction management fees
|
786
|
|
|
1,137
|
|
|
2,273
|
|
|
For the Year Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Insurance expense
|
$
|
4,949
|
|
|
$
|
4,664
|
|
|
$
|
4,489
|
|
2014
|
$
|
128,607
|
|
2015
|
129,240
|
|
|
2016
|
124,583
|
|
|
2017
|
121,900
|
|
|
2018
|
102,192
|
|
|
Thereafter
|
451,315
|
|
|
|
$
|
1,057,837
|
|
|
First Quarter
|
|
Second Quarter
|
|
Third Quarter
|
|
Fourth Quarter
|
||||||||
|
(In thousands)
|
||||||||||||||
Year Ended December 31, 2013
(1)
|
|
|
|
|
|
|
|
||||||||
Revenue
|
$
|
23,920
|
|
|
$
|
25,104
|
|
|
$
|
25,234
|
|
|
$
|
64,464
|
|
Expenses
|
23,375
|
|
|
24,501
|
|
|
24,203
|
|
|
81,917
|
|
||||
Net income (loss)
|
545
|
|
|
603
|
|
|
1,031
|
|
|
(17,453
|
)
|
||||
Net loss attributable to noncontrolling interests:
|
|
|
|
|
|
|
|
||||||||
Series A-1 preferred interest –
cumulative dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,586
|
)
|
||||
Series A-1 preferred interest –
redemption measurement adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
(76,305
|
)
|
||||
Senior participating preferred interest
–
cumulative dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,500
|
)
|
||||
Series B common interest – allocation of net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
97,934
|
|
||||
Net income (loss) attributable to Brookfield DTLA
|
545
|
|
|
603
|
|
|
1,031
|
|
|
(2,910
|
)
|
||||
Series A preferred stock – cumulative dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,864
|
)
|
||||
Series A preferred stock – redemption
measurement adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
(82,247
|
)
|
||||
Net income (loss) available to common interest
holders of Brookfield DTLA
|
$
|
545
|
|
|
$
|
603
|
|
|
$
|
1,031
|
|
|
$
|
(89,021
|
)
|
|
|
|
|
|
|
|
|
||||||||
Year Ended December 31, 2012
|
|
|
|
|
|
|
|
||||||||
Revenue
|
$
|
22,794
|
|
|
$
|
23,442
|
|
|
$
|
22,703
|
|
|
$
|
23,978
|
|
Expenses
|
21,851
|
|
|
22,884
|
|
|
22,537
|
|
|
25,397
|
|
||||
Net income (loss)
|
$
|
943
|
|
|
$
|
558
|
|
|
$
|
166
|
|
|
$
|
(1,419
|
)
|
(1)
|
On
October 15, 2013
, Brookfield DTLA completed the acquisition of MPG pursuant to the terms of the Merger Agreement. See
Note 3
“
Acquisition of MPG Office Trust, Inc.
”
|
|
|
Encum-
brances
|
|
Initial Cost
to Company
|
|
Costs Capitalized
Subsequent to
Acquisition
|
|
Gross Amount at Which
Carried at Close of Period
|
|
Accum-
ulated
Depre-
ciation (2)
|
|
Year
Acquired
(a) or
Con-
structed (c)
|
||||||||||||||||||||||||||
|
Land
|
|
Buildings and
Improve-
ments
|
Improve-
ments
|
|
Carrying
Costs
|
Land
|
|
Buildings
and
Improve-
ments
|
|
Total (1)
|
|||||||||||||||||||||||||||
Los Angeles, CA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Wells Fargo Center–
North Tower
333 S. Grand
Avenue
|
|
$
|
550,000
|
|
|
$
|
41,508
|
|
|
$
|
458,096
|
|
|
$
|
41
|
|
|
$
|
—
|
|
|
$
|
41,508
|
|
|
$
|
458,137
|
|
|
$
|
499,645
|
|
|
$
|
(2,940
|
)
|
|
2013 (a)
|
BOA Plaza
333 S. Hope Street |
|
214,512
|
|
|
54,163
|
|
|
354,422
|
|
|
41,825
|
|
|
—
|
|
|
54,163
|
|
|
396,247
|
|
|
450,410
|
|
|
(62,914
|
)
|
|
2006 (a)
|
|||||||||
Wells Fargo Center–South Tower
355 S. Grand Avenue |
|
290,000
|
|
|
21,231
|
|
|
401,508
|
|
|
4
|
|
|
—
|
|
|
21,231
|
|
|
401,512
|
|
|
422,743
|
|
|
(2,087
|
)
|
|
2013 (a)
|
|||||||||
Gas Company
Tower 525-555 W. Fifth Street |
|
458,000
|
|
|
20,742
|
|
|
396,127
|
|
|
150
|
|
|
—
|
|
|
20,742
|
|
|
396,277
|
|
|
417,019
|
|
|
(2,053
|
)
|
|
2013 (a)
|
|||||||||
EY Plaza
725 S. Figueroa
Street |
|
185,000
|
|
|
47,385
|
|
|
286,982
|
|
|
87,458
|
|
|
—
|
|
|
47,385
|
|
|
374,440
|
|
|
421,825
|
|
|
(49,676
|
)
|
|
2006 (a)
|
|||||||||
777 Tower
777 S. Figueroa
Street |
|
200,000
|
|
|
38,010
|
|
|
302,153
|
|
|
60
|
|
|
—
|
|
|
38,010
|
|
|
302,213
|
|
|
340,223
|
|
|
(1,942
|
)
|
|
2013 (a)
|
|||||||||
Miscellaneous
investments |
|
—
|
|
|
6,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,000
|
|
|
—
|
|
|
6,000
|
|
|
—
|
|
|
|
|||||||||
|
|
$
|
1,897,512
|
|
|
$
|
229,039
|
|
|
$
|
2,199,288
|
|
|
$
|
129,538
|
|
|
$
|
—
|
|
|
$
|
229,039
|
|
|
$
|
2,328,826
|
|
|
$
|
2,557,865
|
|
|
$
|
(121,612
|
)
|
|
|
(1)
|
The aggregate gross cost of Brookfield DTLA’s investments in real estate for federal income tax purposes approximated
$3.0 billion
as of
December 31, 2013
.
|
(2)
|
Depreciation in the consolidated and combined statements of operations is computed on a straight-line basis over the following estimated useful lives: buildings and improvements (
60
years, with an estimated salvage value of
5%
) and tenant improvements (the shorter of the useful life or the applicable lease term).
|
|
For the Year Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Investments in Real Estate
|
|
|
|
|
|
||||||
Balance at beginning of period
|
$
|
848,572
|
|
|
$
|
821,648
|
|
|
$
|
799,059
|
|
Additions during period:
|
|
|
|
|
|
||||||
Acquisitions
|
1,685,375
|
|
|
—
|
|
|
—
|
|
|||
Improvements
|
23,918
|
|
|
40,566
|
|
|
25,278
|
|
|||
Deductions during period:
|
|
|
|
|
|
||||||
Other
|
—
|
|
|
(13,642
|
)
|
|
(2,689
|
)
|
|||
Balance at close of period
|
$
|
2,557,865
|
|
|
$
|
848,572
|
|
|
$
|
821,648
|
|
Accumulated Depreciation
|
|
|
|
|
|
||||||
Balance at beginning of period
|
$
|
(92,500
|
)
|
|
$
|
(86,804
|
)
|
|
$
|
(70,078
|
)
|
Additions during period:
|
|
|
|
|
|
||||||
Depreciation expense
|
(29,112
|
)
|
|
(19,338
|
)
|
|
(19,415
|
)
|
|||
Deductions during period:
|
|
|
|
|
|
||||||
Other
|
—
|
|
|
13,642
|
|
|
2,689
|
|
|||
Balance at close of period
|
$
|
(121,612
|
)
|
|
$
|
(92,500
|
)
|
|
$
|
(86,804
|
)
|
Item 9.
|
Changes in and Disagreements with Accountants on Accounting
|
Item 9A.
|
Controls and Procedures.
|
Item 9B.
|
Other Information.
|
Item 10.
|
Directors, Executive Officers and Corporate Governance.
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management
|
|
and Related Stockholder Matters.
|
Item 13.
|
Certain Relationships and Related Transactions, and Director Independence.
|
Item 14.
|
Principal Accounting Fees and Services.
|
Item 15.
|
Exhibits, Financial Statement Schedules.
|
(a)
|
The following documents are filed as part of this Annual Report on Form 10-K:
|
1.
|
Financial Statements
|
2.
|
Financial Statement Schedules for the Years Ended December 31,
2013
,
2012
and
2011
|
3.
|
Exhibits (listed by number corresponding to Item 601 of Regulation S-K)
|
|
|
|
|
Incorporated by Reference
|
||||||
Exhibit No.
|
|
Exhibit Description
|
|
Form
|
|
File No.
|
|
Exhibit No.
|
|
Filing Date
|
|
|
|
|
|
|
|
|
|
|
|
2.1†
|
|
Agreement and Plan of
Merger by and among
MPG Office Trust, Inc.,
MPG Office, L.P.,
Brookfield DTLA
Holdings L.P.,
Brookfield DTLA Fund
Office Trust Investor
Inc., DTLA Fund Office
Trust Inc., and
Brookfield DTLA Fund
Properties LLC dated as
of April 24, 2013
|
8-K
|
|
001-31717
|
|
2.1
|
|
April 25, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
2.2
|
|
Waiver and First
Amendment to Agreement
and Plan of Merger, dated
as of May 19, 2013, by
and among
MPG Office Trust, Inc.,
MPG Office, L.P.,
Brookfield DTLA
Holdings LLC (which was
converted from a
Delaware limited
partnership on
May 10, 2013),
Brookfield DTLA Fund
Office Trust Investor Inc.,
Brookfield DTLA
Fund Office Trust Inc.,
and Brookfield DTLA
Fund Properties LLC
|
|
8-K
|
|
001-31717
|
|
2.1
|
|
May 20, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incorporated by Reference
|
||||||
Exhibit No.
|
|
Exhibit Description
|
|
Form
|
|
File No.
|
|
Exhibit No.
|
|
Filing Date
|
|
|
|
|
|
|
|
|
|
|
|
2.3
|
|
Second Amendment to
Agreement and Plan of
Merger, dated as of
July 10, 2013, by and
among MPG Office
Trust, Inc., MPG Office,
L.P., Brookfield DTLA
Holdings LLC (which
was converted from
a Delaware limited partnership on
May 10, 2013), Brookfield DTLA
Fund Office Trust
Investor Inc.,
Brookfield DTLA
Fund Office Trust Inc.,
and Brookfield DTLA
Fund Properties LLC
|
|
8-K
|
|
001-31717
|
|
2.1
|
|
July 11, 2013
|
|
|
|
|
|
|
|
|
|
|
|
2.4
|
|
Third Amendment to
Agreement and Plan of
Merger, dated as of
August 14, 2013, by and
among MPG Office
Trust, Inc., MPG Office,
L.P., Brookfield DTLA
Holdings LLC (which
was converted from a
Delaware limited
partnership on
May 10, 2013),
Brookfield DTLA
Fund Office Trust
Investor Inc.,
Brookfield DTLA
Fund Office Trust Inc.,
and Brookfield DTLA
Fund Properties LLC
|
|
8-K
|
|
001-31717
|
|
2.1
|
|
August 15, 2013
|
|
|
|
|
|
|
|
|
|
|
|
3.1
|
|
Articles of Incorporation
of Brookfield DTLA Fund
Office Trust Investor Inc.
|
|
S-4
|
|
333-189273
|
|
3.1
|
|
June 12, 2013
|
|
|
|
|
|
|
|
|
|
|
|
3.2
|
|
Amended and Restated
Bylaws of Brookfield
DTLA Fund Office Trust
Investor Inc.
|
|
S-4/A
|
|
333-189273
|
|
3.2
|
|
October 9, 2013
|
|
|
|
|
|
|
|
|
|
|
|
3.3
|
|
Articles of Incorporation
of Brookfield DTLA
Fund Office Trust Inc.
|
|
S-4
|
|
333-189273
|
|
3.3
|
|
June 12, 2013
|
|
|
|
|
|
|
|
|
|
|
|
3.4
|
|
Bylaws of Brookfield
DTLA Fund Office
Trust Inc.
|
|
S-4
|
|
333-189273
|
|
3.4
|
|
June 12, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incorporated by Reference
|
||||||
Exhibit No.
|
|
Exhibit Description
|
|
Form
|
|
File No.
|
|
Exhibit No.
|
|
Filing Date
|
|
|
|
|
|
|
|
|
|
|
|
3.5
|
|
Articles of Amendment of
Brookfield DTLA Fund
Office Trust Inc.
|
|
S-4/A
|
|
333-189273
|
|
3.5
|
|
October 9, 2013
|
|
|
|
|
|
|
|
|
|
|
|
3.6
|
|
Articles Supplementary of
Brookfield DTLA Fund
Office Trust Investor Inc.
7.625% Series A
Cumulative Redeemable
Preferred Stock
|
|
S-4/A
|
|
333-189273
|
|
4.1
|
|
August 27, 2013
|
|
|
|
|
|
|
|
|
|
|
|
3.7
|
|
Articles Supplementary of
Brookfield DTLA Fund
Office Trust Investor Inc.
15% Series B
Cumulative Nonvoting
Preferred Stock
|
|
S-4/A
|
|
333-189273
|
|
4.2
|
|
August 27, 2013
|
|
|
|
|
|
|
|
|
|
|
|
3.8
|
|
Articles Supplementary of
Brookfield DTLA Fund
Office Trust Inc.
7.625% Series A
Cumulative Redeemable
Preferred Stock
|
|
S-4/A
|
|
333-189273
|
|
4.3
|
|
August 27, 2013
|
|
|
|
|
|
|
|
|
|
|
|
3.9
|
|
Articles Supplementary of
Brookfield DTLA Fund
Office Trust Inc.
15% Series B
Cumulative Nonvoting
Preferred Stock
|
|
S-4/A
|
|
333-189273
|
|
4.4
|
|
August 27, 2013
|
|
|
|
|
|
|
|
|
|
|
|
4.1*
|
|
Form of Certificate of
Series A Preferred Stock
of Brookfield DTLA Fund
Office Trust Investor Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.1
|
|
Form of Indemnity Agreement
|
|
8-K
|
|
001-36135
|
|
10.1
|
|
November 4, 2013
|
|
|
|
|
|
|
|
|
|
|
|
10.2
|
|
Exhibit F to Contribution
Agreement between Robert F. Maguire III, certain other contributors and MPG Office, L.P., dated as of November 11, 2002, as amended effective May 31, 2003 |
|
10-K
|
|
001-31717
|
|
10.25
|
|
March 31, 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incorporated by Reference
|
||||||
Exhibit No.
|
|
Exhibit Description
|
|
Form
|
|
File No.
|
|
Exhibit No.
|
|
Filing Date
|
|
|
|
|
|
|
|
|
|
|
|
10.3
|
|
Exhibit G to Contribution
Agreement between Philadelphia Plaza-Phase II and MPG Office, L.P., dated as of November 8, 2002, as amended effective May 31, 2003 |
|
10-K
|
|
001-31717
|
|
10.27
|
|
March 31, 2010
|
|
|
|
|
|
|
|
|
|
|
|
10.4††
|
|
Loan Agreement, dated as
of April 4, 2007, between
North Tower, LLC, as
Borrower, and
Lehman Ali Inc. and
Greenwich Capital
Financial Products, Inc.,
together, as Lender
|
|
10-K
|
|
001-31717
|
|
10.47
|
|
March 18, 2013
|
|
|
|
|
|
|
|
|
|
|
|
10.5
|
|
Consent and
Acknowledgment
Agreement, dated
as of October 15, 2013,
by and among U.S. Bank
National Association, as
Trustee, Successor-in-Interest to Bank of
America, N.A., as Trustee
for the registered holders
of GS Mortgage Securities Corporation II,
commercial mortgage
pass-through certificates,
Series 2007-GG10, as
Lender, North Tower,
LLC, as Borrower,
MPG Office, L.P., as
Old Guarantor, and
Brookfield DTLA
Holdings LLC, as
New Guarantor
|
|
8-K
|
|
001-36135
|
|
10.11
|
|
April 7, 2014
|
|
|
|
|
|
|
|
|
|
|
|
10.6††
|
|
Loan Agreement, dated as
of August 7, 2006,
between
Maguire Properties –
555 W. Fifth, LLC,
Maguire Properties –
350 S. Figueroa, LLC and
Nomura Credit &
Capital, Inc.
|
|
10-K/A
|
|
001-31717
|
|
10.48
|
|
July 26, 2013
|
|
|
|
|
Incorporated by Reference
|
||||||
Exhibit No.
|
|
Exhibit Description
|
|
Form
|
|
File No.
|
|
Exhibit No.
|
|
Filing Date
|
|
|
|
|
|
|
|
|
|
|
|
10.7
|
|
Promissory Note A-1,
dated as of
August 7, 2006, between
Maguire Properties –
555 W. Fifth, LLC,
Maguire Properties –
350 S. Figueroa, LLC and
Nomura Credit &
Capital, Inc.
|
|
8-K
|
|
001-31717
|
|
99.2
|
|
August 11, 2006
|
|
|
|
|
|
|
|
|
|
|
|
10.8
|
|
Promissory Note A-2,
dated as of
August 7, 2006, between
Maguire Properties –
555 W. Fifth, LLC,
Maguire Properties –
350 S. Figueroa, LLC and
Nomura Credit &
Capital, Inc.
|
|
8-K
|
|
001-31717
|
|
99.3
|
|
August 11, 2006
|
|
|
|
|
|
|
|
|
|
|
|
10.9
|
|
Guaranty Agreement,
dated as of
August 7, 2006, by
MPG Office, L.P. in favor
of Nomura Credit &
Capital, Inc.
|
|
8-K
|
|
001-31717
|
|
99.4
|
|
August 11, 2006
|
|
|
|
|
|
|
|
|
|
|
|
10.10
|
|
Omnibus Amendment to
Loan Documents, dated as
of July 2, 2010, by and
among Maguire Properties
– 555 W. Fifth, LLC and
Maguire Properties –
350 S. Figueroa, LLC, as
Borrower,
MPG Office, L.P., as
Manager and Guarantor,
and Bank of America,
National Association, as
Lender
|
|
8-K
|
|
001-31717
|
|
99.1
|
|
July 7, 2010
|
|
|
|
|
|
|
|
|
|
|
|
10.11
|
|
Loan Agreement, dated
as of August 27, 2004,
between Trizec 333 LA,
LLC, as Borrower, and
Morgan Stanley Mortgage
Capital Inc. and
Metropolitan Life
Insurance Company
collectively, as Lender
|
|
8-K
|
|
001-36135
|
|
10.1
|
|
April 7, 2014
|
|
|
|
|
Incorporated by Reference
|
||||||
Exhibit No.
|
|
Exhibit Description
|
|
Form
|
|
File No.
|
|
Exhibit No.
|
|
Filing Date
|
|
|
|
|
|
|
|
|
|
|
|
10.12
|
|
Deed of Trust, Security
Agreement and Fixture
Filing by Maguire
Properties – 777 Tower,
LLC, as Trustor to
Fidelity National Title
Insurance Company, as
Trustee for the benefit of
Metropolitan Life
Insurance Company,
as Beneficiary, dated
October 15, 2013
|
|
8-K
|
|
001-36135
|
|
10.2
|
|
April 7, 2014
|
|
|
|
|
|
|
|
|
|
|
|
10.13
|
|
Promissory Note, dated as
of October 15, 2013,
between Maguire
Properties – 777 Tower,
LLC and Metropolitan
Life Insurance Company
|
|
8-K
|
|
001-36135
|
|
10.3
|
|
April 7, 2014
|
|
|
|
|
|
|
|
|
|
|
|
10.14
|
|
Deed of Trust, Security
Agreement and Fixture
Filing by Maguire
Properties – 355 S. Grand,
LLC, as Trustor to
Fidelity National Title
Insurance Company, as
Trustee for the benefit of
Metropolitan Life
Insurance Company, as
Beneficiary, dated
November 8, 2013
|
|
8-K
|
|
001-36135
|
|
10.4
|
|
April 7, 2014
|
|
|
|
|
|
|
|
|
|
|
|
10.15
|
|
Promissory Note, dated as
of November 8, 2013,
between Maguire
Properties – 355 S. Grand,
LLC and Metropolitan
Life Insurance Company
|
|
8-K
|
|
001-36135
|
|
10.5
|
|
April 7, 2014
|
|
|
|
|
|
|
|
|
|
|
|
10.16
|
|
Loan Agreement, between
EYP Realty, LLC, as
Borrower and Wells
Fargo Bank, National
Association, as
Administrative Agent,
Wells Fargo Securities,
LLC, as Sole Lead
Arranger and Sole
Bookrunner and the
financial institutions now
or hereafter signatories
hereto and their assignees
pursuant to Section 13.12,
as Lenders, entered into
as of November 27, 2013
|
|
8-K
|
|
001-36135
|
|
10.6
|
|
April 7, 2014
|
|
|
|
|
Incorporated by Reference
|
||||||
Exhibit No.
|
|
Exhibit Description
|
|
Form
|
|
File No.
|
|
Exhibit No.
|
|
Filing Date
|
|
|
|
|
|
|
|
|
|
|
|
10.17
|
|
Promissory Note, dated as
of January 2, 2014,
between EYP Realty, LLC
and Wells Fargo Bank,
National Association
|
|
8-K
|
|
001-36135
|
|
10.7
|
|
April 7, 2014
|
|
|
|
|
|
|
|
|
|
|
|
10.18
|
|
Promissory Note, dated as
of January 2, 2014,
between EYP Realty, LLC
and PNC Bank, National
Association
|
|
8-K
|
|
001-36135
|
|
10.8
|
|
April 7, 2014
|
|
|
|
|
|
|
|
|
|
|
|
10.19
|
|
Promissory Note, dated as
of December 18, 2013,
between EYP Realty, LLC
and Aozora Bank, Ltd.
|
|
8-K
|
|
001-36135
|
|
10.9
|
|
April 7, 2014
|
|
|
|
|
|
|
|
|
|
|
|
10.20
|
|
Assignment and
Assumption Agreement,
dated as of
January 2, 2014, between
Wells Fargo Bank,
National Association and
PNC Bank, National
Association
|
|
8-K
|
|
001-36135
|
|
10.10
|
|
April 7, 2014
|
|
|
|
|
|
|
|
|
|
|
|
21.1*
|
|
List of Subsidiaries of the
Registrant as of December 31, 2013 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31.1*
|
|
Certification of Principal
Executive Officer dated April 7, 2014 pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31.2*
|
|
Certification of Principal
Financial Officer dated April 7, 2014 pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
32.1**
|
|
Certification of Principal
Executive Officer and Principal Financial Officer dated April 7, 2014 pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incorporated by Reference
|
||||||
Exhibit No.
|
|
Exhibit Description
|
|
Form
|
|
File No.
|
|
Exhibit No.
|
|
Filing Date
|
|
|
|
|
|
|
|
|
|
|
|
101.INS**
|
|
XBRL Instance Document
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.SCH**
|
|
XBRL Taxonomy
Extension Schema
Document
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.CAL**
|
|
XBRL Taxonomy
Extension Calculation Linkbase Document |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.DEF**
|
|
XBRL Taxonomy
Extension Definition Linkbase Document |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.LAB**
|
|
XBRL Taxonomy
Extension Label
Linkbase Document
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.PRE**
|
|
XBRL Taxonomy
Extension Presentation Linkbase Document |
|
|
|
|
|
|
|
|
(b)
|
Exhibits Required by Item 601 of Regulation S-K
|
(c)
|
Financial Statement Schedules
|
*
|
Filed herewith.
|
**
|
Furnished herewith.
|
†
|
Pursuant to Regulation S-K 601(b)(2), we have not filed exhibits and schedules related to this agreement. Copies of such exhibits and schedules will be furnished supplementally to the SEC upon request.
|
††
|
Confidential treatment has been requested with respect to certain portions of this agreement.
|
(1)
|
This exhibit should not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934.
|
Date:
|
April 7, 2014
|
|
BROOKFIELD DTLA FUND OFFICE
TRUST INVESTOR INC.
|
|
|
|
Registrant
|
|
|
|
|
|
|
|
By:
|
/s/ MITCHELL E. RUDIN
|
|
|
|
Mitchell E. Rudin
|
|
|
|
President and Chief Executive Officer,
|
|
|
|
U.S. Commercial Operations
|
|
|
|
(Principal executive officer)
|
|
|
|
|
|
Date:
|
April 7, 2014
|
By:
|
/s/ MITCHELL E. RUDIN
|
|
|
|
Mitchell E. Rudin
President and Chief Executive Officer,
U.S. Commercial Operations,
and Director
(Principal executive officer)
|
|
|
|
|
|
April 7, 2014
|
By:
|
/s/ BRYAN K. DAVIS
|
|
|
|
Bryan K. Davis
Chief Financial Officer and Director
(Principal financial and accounting officer)
|
|
|
|
|
|
April 7, 2014
|
By:
|
/s/ G. MARK BROWN
|
|
|
|
G. Mark Brown
Global Chief Investment Officer and Director
|
|
|
|
|
|
April 7, 2014
|
By:
|
/s/ ROBERT M. DEUTSCHMAN
|
|
|
|
Robert M. Deutschman
Director
|
|
|
|
|
|
April 7, 2014
|
By:
|
/s/ EDWARD J. RATINOFF
|
|
|
|
Edward J. Ratinoff
Director
|
|
|
|
|
|
April 7, 2014
|
By:
|
/s/ PAUL L. SCHULMAN
|
|
|
|
Paul L. Schulman
Director
|
|
|
|
|
|
April 7, 2014
|
By:
|
/s/ ROBERT L. STELZL
|
|
|
|
Robert L. Stelzl
Director |
A Maryland Corporation
|
||
|
||
[BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC. CORPORATE LOGO]
|
||
|
|
|
NUMBER
|
|
SHARES
|
|
|
|
|
|
|
Brookfield DTLA Fund Office Trust Investor Inc.
|
||
7.625% Series A Cumulative Redeemable Preferred Stock, Par Value $0.01 Per Share
|
||
|
|
|
This Certifies that
|
|
|
|
is the owner of
|
|
|
|
|
|
|
|
|
|
fully paid and
|
Dated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Mitchell E. Rudin
|
|
|
|
By:
|
/s/ Michelle L. Campbell
|
Name:
|
Mitchell E. Rudin
|
|
|
|
Name:
|
Michelle L. Campbell
|
Title:
|
President
|
|
|
|
Title:
|
Secretary
|
TEN COM
|
– as tenants in common
|
|
UNIF GIFT MIN ACT –
|
|
Custodian
|
|
(Minor)
|
||
TEN ENT
|
– as tenants by the entireties
|
|
under Uniform Gifts to Minors Act
|
|
(State)
|
||||
JT TEN
|
– as joint tenants with right of survivorship
|
|
UNIF TRF MIN ACT –
|
|
Custodian
|
|
(Minor)
|
||
|
and not as tenants in common
|
|
under
|
|
(State)
|
Uniform Transfer to Minors Act
|
For value received, the undersigned hereby sells, assigns and transfers unto
|
|
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
|
|||
|
|
|
|||
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE
|
|
|
|
|
|
|
|||||
|
Shares
|
||||
represented by the within Certificate, and hereby irrevocably constitutes and appoints
|
|
||||
|
|
Attorney to transfer the said
|
|||
shares on the books of the within-named Corporation with full power of substitution in the premises.
|
|
Dated,
|
|
|
|
|
|
|
|
|
|
In presence of
|
|
|
|
|
|
|
|
|
|
|
Subsidiaries
|
|
Jurisdiction
In Which
Organized
|
|
Percentage of
Voting Securities
Owned Directly
or Indirectly
by Brookfield DTLA
Fund Office Trust
Investor Inc.
|
|
|
|
|
|
|
|
Brookfield DTLA Fund Office Trust Inc.
|
|
Maryland
|
|
100
|
%
|
Brookfield DTLA Fund Properties LLC
|
|
Maryland
|
|
100
|
%
|
MPG Office LLC
|
|
Maryland
|
|
100
|
%
|
Brookfield DTLA Fund Properties II LLC
|
|
Delaware
|
|
100
|
%
|
Brookfield DTLA 333 South Grand REIT LLC
|
|
Delaware
|
|
100
|
%
|
North Tower Mezzanine, LLC
|
|
Delaware
|
|
100
|
%
|
North Tower, LLC
|
|
Delaware
|
|
100
|
%
|
Brookfield DTLA 555 West 5th REIT LLC
|
|
Delaware
|
|
100
|
%
|
Maguire Properties – 350 S. Figueroa Mezzanine, LLC
|
|
Delaware
|
|
100
|
%
|
Maguire Properties – 350 S. Figueroa, LLC
|
|
Delaware
|
|
100
|
%
|
Maguire Properties – 555 W. Fifth Mezzanine, LLC
|
|
Delaware
|
|
100
|
%
|
Maguire Properties – 555 W. Fifth, LLC
|
|
Delaware
|
|
100
|
%
|
Brookfield DTLA 355 South Grand REIT LLC
|
|
Delaware
|
|
100
|
%
|
Maguire Properties – 355 S. Grand, LLC
|
|
Delaware
|
|
100
|
%
|
Brookfield DTLA 777 South Figueroa REIT LLC
|
|
Delaware
|
|
100
|
%
|
Maguire Properties – 777 Tower, LLC
|
|
Delaware
|
|
100
|
%
|
Brookfield DTLA 4050/755 Inc.
|
|
Delaware
|
|
100
|
%
|
Maguire Properties Holdings I, LLC
|
|
Delaware
|
|
100
|
%
|
Maguire Properties – 755 S. Figueroa, LLC
|
|
Delaware
|
|
100
|
%
|
Maguire Properties Holdings III, LLC
|
|
Delaware
|
|
100
|
%
|
Maguire Properties – 4050 W. Metropolitan LLC
|
|
Delaware
|
|
100
|
%
|
Brookfield DTLA Fund Properties III LLC
|
|
Delaware
|
|
100
|
%
|
Brookfield DTLA 725 South Figueroa REIT LLC
|
|
Delaware
|
|
100
|
%
|
BOP FIGAT7TH LLC
|
|
Delaware
|
|
100
|
%
|
EYP Realty Holdings, LLC
|
|
Delaware
|
|
100
|
%
|
EYP Realty, LLC
|
|
Delaware
|
|
100
|
%
|
Brookfield DTLA 333 South Hope REIT LLC
|
|
Delaware
|
|
100
|
%
|
333 South Hope Mezz LLC
|
|
Delaware
|
|
100
|
%
|
333 South Hope Co. LLC
|
|
Delaware
|
|
100
|
%
|
333 South Hope Plant LLC
|
|
Delaware
|
|
100
|
%
|
Brookfield DTLA TRS Inc.
|
|
Delaware
|
|
100
|
%
|
__________
|
|
Note:
|
All of the subsidiaries listed above are included in the Company’s consolidated financial statements. Inactive subsidiaries have not been included in the above list.
|
Date: April 7, 2014
|
By:
|
/s/ MITCHELL E. RUDIN
|
|
|
Mitchell E. Rudin
|
|
|
President and Chief Executive Officer,
|
|
|
U.S. Commercial Operations
|
|
|
(Principal executive officer)
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
Date: April 7, 2014
|
By:
|
/s/ BRYAN K. DAVIS
|
|
|
Bryan K. Davis
|
|
|
Chief Financial Officer
|
|
|
(Principal financial officer)
|
(i)
|
The Company’s Annual Report on Form 10-K for the period ended
December 31, 2013
(the “Periodic Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and
|
(ii)
|
Information contained in the Periodic Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date: April 7, 2014
|
By:
|
/s/ MITCHELL E. RUDIN
|
|
|
Mitchell E. Rudin
|
|
|
President and Chief Executive Officer,
|
|
|
U.S. Commercial Operations
|
|
|
(Principal executive officer)
|
|
By:
|
/s/ BRYAN K. DAVIS
|
|
|
Bryan K. Davis
|
|
|
Chief Financial Officer
|
|
|
(Principal financial officer)
|