(Mark One)
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þ
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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, 2019 |
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or
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¨
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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
(Address of principal executive offices)
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10281
(Zip Code)
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Title of each class
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Trading
Symbol(s)
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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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DTLA-P
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New York Stock Exchange
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Large accelerated filer ¨
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Accelerated filer ¨
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Non-accelerated filer þ
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Smaller reporting company ¨
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Emerging growth company ¨
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Page
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Item 16.
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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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•
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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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•
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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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•
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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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•
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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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•
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Uncertainties of real estate development or redevelopment;
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•
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Global equity and capital markets and the availability of equity and debt financing and refinancing within these markets;
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•
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Risks relating to Brookfield DTLA’s insurance coverage;
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•
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The possible impact of international conflicts and other developments, including terrorist acts;
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•
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Potential environmental liabilities;
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•
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Dependence on management personnel;
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•
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The ability to complete and effectively integrate acquisitions into existing operations and the ability to attain expected benefits therefrom;
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•
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Operational and reputational risks;
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•
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Catastrophic events, such as pandemics, earthquakes and hurricanes; and
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•
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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 filed with the SEC.
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Item 1B.
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Unresolved Staff Comments.
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Item 2.
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Properties.
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|
Percentage
Leased
|
|
Annualized
Rent (1)
|
|
Annualized
Rent
$/RSF (2)
|
|||||
|
|
|
|
|
|
|||||
December 31, 2019
|
82.9
|
%
|
|
$
|
168,904,581
|
|
|
$
|
26.87
|
|
December 31, 2018
|
86.3
|
%
|
|
167,124,493
|
|
|
25.74
|
|
||
December 31, 2017
|
86.8
|
%
|
|
163,123,792
|
|
|
24.98
|
|
(1)
|
Annualized rent represents the annualized monthly contractual rent under executed 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 executed leases as of December 31, 2019 for the twelve months ending December 31, 2020 are approximately $7.9 million, or $1.25 per leased square foot. Total abatements for executed leases as of December 31, 2018 for the twelve months ended December 31, 2019 were approximately $12.3 million, or $1.89 per leased square foot. Total abatements for executed leases as of December 31, 2017 for the twelve months ended December 31, 2018 were approximately $13.2 million, or $2.03 per leased square foot.
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(2)
|
Annualized rent per rentable square foot represents annualized rent as computed above, divided by leased square feet as of the same date.
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|
Leasing
Activity
|
|
Percentage
Leased
|
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|
|
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Leased square feet as of December 31, 2018
|
6,493,480
|
|
|
86.3
|
%
|
Expirations
|
(950,567
|
)
|
|
(12.5
|
)%
|
New leases
|
207,575
|
|
|
2.7
|
%
|
Renewals
|
487,479
|
|
|
6.4
|
%
|
Remeasurement adjustments
|
48,170
|
|
|
—
|
%
|
Leased square feet as of December 31, 2019
|
6,286,137
|
|
|
82.9
|
%
|
|
Square Feet
|
|
|
||||||||||||||||||||||
Property
|
|
Number
of
Buildings
|
|
Number
of
Tenants
|
|
Year
Acquired/
Constructed
|
|
Net
Building
Rentable
|
|
% of Net
Rentable
|
|
%
Leased
|
|
Annualized
Rent (1)
|
|
Annualized
Rent
$/RSF (2)
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
BOA Plaza
|
|
1
|
|
|
31
|
|
|
2006
|
|
1,405,428
|
|
|
18.5
|
%
|
|
92.4
|
%
|
|
$
|
33,692,530
|
|
|
$
|
25.93
|
|
Wells Fargo Center–North Tower
|
|
1
|
|
|
39
|
|
|
2013
|
|
1,400,639
|
|
|
18.5
|
%
|
|
87.5
|
%
|
|
34,910,991
|
|
|
28.49
|
|
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Gas Company Tower
|
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1
|
|
|
31
|
|
|
2013
|
|
1,345,163
|
|
|
17.8
|
%
|
|
86.7
|
%
|
|
30,737,945
|
|
|
26.35
|
|
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EY Plaza
|
|
1
|
|
|
45
|
|
|
2006
|
|
963,682
|
|
|
12.7
|
%
|
|
77.3
|
%
|
|
19,370,146
|
|
|
26.01
|
|
||
FIGat7th
|
|
1
|
|
|
33
|
|
|
2013
|
|
316,250
|
|
|
4.2
|
%
|
|
89.6
|
%
|
|
6,732,258
|
|
|
23.76
|
|
||
Wells Fargo Center–South Tower
|
|
1
|
|
|
20
|
|
|
2013
|
|
1,124,960
|
|
|
14.8
|
%
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|
68.8
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%
|
|
21,639,487
|
|
|
27.98
|
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||
777 Tower
|
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1
|
|
|
51
|
|
|
2013
|
|
1,024,835
|
|
|
13.5
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%
|
|
77.4
|
%
|
|
21,821,224
|
|
|
27.51
|
|
||
|
|
7
|
|
|
250
|
|
|
|
|
7,580,957
|
|
|
100.0
|
%
|
|
82.9
|
%
|
|
$
|
168,904,581
|
|
|
$
|
26.87
|
|
(1)
|
Annualized rent represents the annualized monthly contractual rent under executed leases as of December 31, 2019. This amount reflects total base rent before any rent abatements as of December 31, 2019 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 executed leases as of December 31, 2019 for the twelve months ending December 31, 2020 are approximately $7.9 million, or $1.25 per leased square foot.
|
(2)
|
Annualized rent per rentable square foot represents annualized rent as computed above, divided by leased square feet as of December 31, 2019.
|
Tenant
|
|
Annualized
Rent (1)
|
|
% of Total
Annualized
Rent
|
|
Leased
Square Feet
|
|
% of Total
Leased
Square Feet
|
|
Year of
Expiry
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||
1
|
|
Latham & Watkins LLP
|
|
$
|
10,987,092
|
|
|
6.5
|
%
|
|
373,657
|
|
|
5.9
|
%
|
|
Various
|
2
|
|
Southern California Gas Company
|
|
9,383,128
|
|
|
5.5
|
%
|
|
405,848
|
|
|
6.5
|
%
|
|
Various
|
|
3
|
|
The Capital Group Companies
|
|
9,277,853
|
|
|
5.5
|
%
|
|
407,725
|
|
|
6.5
|
%
|
|
Various
|
|
4
|
|
Wells Fargo Bank National Association
|
|
8,396,209
|
|
|
5.0
|
%
|
|
339,221
|
|
|
5.4
|
%
|
|
Various
|
|
5
|
|
Gibson, Dunn & Crutcher LLP
|
|
8,070,972
|
|
|
4.8
|
%
|
|
242,164
|
|
|
3.9
|
%
|
|
Various
|
|
6
|
|
Bank of America N.A.
|
|
7,154,054
|
|
|
4.2
|
%
|
|
209,544
|
|
|
3.3
|
%
|
|
Various
|
|
7
|
|
Oaktree Capital Management, L.P.
|
|
6,191,602
|
|
|
3.7
|
%
|
|
234,264
|
|
|
3.7
|
%
|
|
Various
|
|
8
|
|
Sheppard, Mullin, Richter
|
|
3,765,160
|
|
|
2.2
|
%
|
|
173,959
|
|
|
2.8
|
%
|
|
2025
|
|
9
|
|
Sidley Austin (CA) LLP
|
|
3,467,521
|
|
|
2.1
|
%
|
|
135,798
|
|
|
2.2
|
%
|
|
2024
|
|
10
|
|
Ernst & Young U.S. LLP
|
|
3,440,514
|
|
|
2.0
|
%
|
|
127,613
|
|
|
2.0
|
%
|
|
2032
|
|
|
|
|
$
|
70,134,105
|
|
|
41.5
|
%
|
|
2,649,793
|
|
|
42.2
|
%
|
|
|
(1)
|
Annualized rent is calculated as contractual base rent under executed leases as of December 31, 2019. 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,
|
|
|
||||||||||||||||||||
Tenant
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
|
2025
|
|
Beyond
|
|
Year of
Final
Expiry
|
|||||||||
|
|
|
|
|
|||||||||||||||||||||
1
|
|
Latham & Watkins LLP
|
|
26
|
|
|
64
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
214
|
|
|
70
|
|
|
2031
|
2
|
|
Southern California Gas Company
|
|
28
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
378
|
|
|
2026
|
3
|
|
The Capital Group Companies
|
|
4
|
|
|
—
|
|
|
54
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
350
|
|
|
2033
|
4
|
|
Wells Fargo Bank National Association
|
|
33
|
|
|
—
|
|
|
—
|
|
|
306
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2023
|
5
|
|
Gibson, Dunn & Crutcher LLP
|
|
—
|
|
|
27
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
215
|
|
|
2035
|
6
|
|
Bank of America N.A.
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
209
|
|
|
2029
|
7
|
|
Oaktree Capital Management, L.P.
|
|
—
|
|
|
26
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
208
|
|
|
2030
|
8
|
|
Sheppard, Mullin, Richter
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
174
|
|
|
—
|
|
|
2025
|
9
|
|
Sidley Austin (CA) LLP
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
136
|
|
|
—
|
|
|
—
|
|
|
2024
|
10
|
|
Ernst & Young U.S. LLP
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
128
|
|
|
2032
|
|
Leased square feet expiring by year
|
|
91
|
|
|
117
|
|
|
54
|
|
|
306
|
|
|
136
|
|
|
388
|
|
|
1,558
|
|
|
|
|
|
Percentage of leased square feet expiring by year
|
|
1.4
|
%
|
|
1.9
|
%
|
|
0.8
|
%
|
|
4.9
|
%
|
|
2.2
|
%
|
|
6.2
|
%
|
|
24.8
|
%
|
|
|
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)
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
2020
|
|
322,127
|
|
|
5.1
|
%
|
|
$
|
8,965,802
|
|
|
5.3
|
%
|
|
$
|
27.83
|
|
|
$
|
28.36
|
|
2021
|
|
393,281
|
|
|
6.3
|
%
|
|
10,868,649
|
|
|
6.4
|
%
|
|
27.64
|
|
|
28.74
|
|
|||
2022
|
|
381,831
|
|
|
6.1
|
%
|
|
10,488,708
|
|
|
6.2
|
%
|
|
27.47
|
|
|
30.08
|
|
|||
2023
|
|
874,675
|
|
|
13.9
|
%
|
|
22,046,679
|
|
|
13.0
|
%
|
|
25.21
|
|
|
27.97
|
|
|||
2024
|
|
550,605
|
|
|
8.8
|
%
|
|
15,287,695
|
|
|
9.0
|
%
|
|
27.77
|
|
|
31.94
|
|
|||
2025
|
|
773,636
|
|
|
12.3
|
%
|
|
21,231,975
|
|
|
12.6
|
%
|
|
27.44
|
|
|
33.05
|
|
|||
2026
|
|
576,222
|
|
|
9.2
|
%
|
|
14,115,432
|
|
|
8.4
|
%
|
|
24.50
|
|
|
29.29
|
|
|||
2027
|
|
194,603
|
|
|
3.1
|
%
|
|
5,334,335
|
|
|
3.2
|
%
|
|
27.41
|
|
|
35.32
|
|
|||
2028
|
|
102,759
|
|
|
1.6
|
%
|
|
3,017,796
|
|
|
1.8
|
%
|
|
29.37
|
|
|
39.50
|
|
|||
2029
|
|
298,185
|
|
|
4.7
|
%
|
|
9,611,890
|
|
|
5.7
|
%
|
|
32.23
|
|
|
43.15
|
|
|||
Thereafter
|
|
1,818,213
|
|
|
28.9
|
%
|
|
47,935,620
|
|
|
28.4
|
%
|
|
26.36
|
|
|
40.50
|
|
|||
Total expiring leases
|
|
6,286,137
|
|
|
100.0
|
%
|
|
$
|
168,904,581
|
|
|
100.0
|
%
|
|
$
|
26.87
|
|
|
$
|
34.02
|
|
Currently available
|
|
1,294,820
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Total rentable square feet
|
7,580,957
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Annualized rent represents the annualized monthly contractual rent under executed leases as of December 31, 2019. This amount reflects total base rent before any rent abatements as of December 31, 2019 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 executed leases as of December 31, 2019 for the twelve months ending December 31, 2020 are approximately $7.9 million, or $1.25 per leased square foot.
|
(2)
|
Current rent per leased square foot represents base rent for executed leases, divided by total leased square feet as of December 31, 2019.
|
(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
|
$
|
908.5
|
|
|
41
|
%
|
|
4.19
|
%
|
|
3 years
|
Variable-rate swapped to fixed-rate
|
230.0
|
|
|
10
|
%
|
|
3.88
|
%
|
|
1 year
|
|
Variable-rate (1) (2)
|
1,070.8
|
|
|
49
|
%
|
|
3.84
|
%
|
|
2 years
|
|
|
$
|
2,209.3
|
|
|
100
|
%
|
|
3.99
|
%
|
|
2 years
|
(1)
|
As of December 31, 2019 and through the date of this report, a future advance amount of $29.2 million is available under the Wells Fargo Center–South Tower mortgage loan that can be drawn to fund approved leasing costs (as defined in the underlying loan agreement), including tenant improvements and inducements, leasing commissions, and common area improvements.
|
(2)
|
As of December 31, 2019 and through the date of this report, a future advance amount of $43.6 million is available under the 777 Tower mortgage and mezzanine loans that can be drawn to fund approved leasing costs (as defined in the underlying loan agreements), including tenant improvements and inducements, and leasing commissions.
|
Item 3.
|
Legal Proceedings.
|
Item 4.
|
Mine Safety Disclosures.
|
Item 5.
|
Market for Registrant’s Common Equity, Related Stockholder Matters
|
|||
|
and Issuer Purchases of Equity Securities.
|
Item 6.
|
Selected Financial Data.
|
|
For the Year Ended December 31,
|
||||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
|
|
||||||||||||||||||
Statement of Operations Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Total revenue
|
$
|
317,845
|
|
|
$
|
315,680
|
|
|
$
|
306,322
|
|
|
$
|
310,692
|
|
|
$
|
299,090
|
|
Total expenses
|
367,203
|
|
|
360,337
|
|
|
343,959
|
|
|
348,859
|
|
|
339,444
|
|
|||||
Total other income (1)
|
22,697
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net loss
|
(26,661
|
)
|
|
(44,657
|
)
|
|
(37,637
|
)
|
|
(38,167
|
)
|
|
(40,354
|
)
|
|||||
Net loss (income) attributable to
noncontrolling interests:
|
|
|
|
|
|
|
|
|
|
||||||||||
Series A-1 preferred interest returns
|
17,213
|
|
|
17,306
|
|
|
17,213
|
|
|
17,213
|
|
|
17,213
|
|
|||||
Senior participating preferred interest returns
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,321
|
|
|||||
Senior participating preferred interest
redemption measurement adjustments
|
(1,017
|
)
|
|
1,482
|
|
|
479
|
|
|
2,428
|
|
|
6,625
|
|
|||||
Series B preferred interest returns
|
18,049
|
|
|
17,961
|
|
|
13,435
|
|
|
2,084
|
|
|
—
|
|
|||||
Series B common interest –
allocation of net income (loss)
|
35,181
|
|
|
28,343
|
|
|
(45,699
|
)
|
|
(41,055
|
)
|
|
(44,521
|
)
|
|||||
Net loss attributable to Brookfield DTLA
|
(96,087
|
)
|
|
(109,749
|
)
|
|
(23,065
|
)
|
|
(18,837
|
)
|
|
(21,992
|
)
|
|||||
Series A preferred stock dividends
|
18,548
|
|
|
18,532
|
|
|
18,548
|
|
|
18,548
|
|
|
18,548
|
|
|||||
Net loss attributable to common interest
holders of Brookfield DTLA
|
$
|
(114,635
|
)
|
|
$
|
(128,281
|
)
|
|
$
|
(41,613
|
)
|
|
$
|
(37,385
|
)
|
|
$
|
(40,540
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Other Information:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided by
operating activities |
$
|
39,785
|
|
|
$
|
17,389
|
|
|
$
|
31,786
|
|
|
$
|
35,828
|
|
|
$
|
29,991
|
|
Net cash used in
investing activities (2) |
(127,775
|
)
|
|
(90,065
|
)
|
|
(74,696
|
)
|
|
(57,350
|
)
|
|
(58,061
|
)
|
|||||
Net cash provided by (used in)
financing activities |
41,208
|
|
|
110,941
|
|
|
20,030
|
|
|
4,341
|
|
|
(36,486
|
)
|
(1)
|
In 2019, Brookfield DTLA Fund Properties II LLC, a wholly-owned subsidiary of Brookfield DTLA, entered into an agreement to contribute and transfer all of its wholly-owned interests in Brookfield DTLA 4050/755 Inc. in exchange for noncontrolling interests in a newly formed joint venture, which resulted in the derecognition of the assets of 755 South Figueroa, a residential development property. The Company recognized a gain from derecognition of assets totaling $24.8 million representing the difference between the amount of consideration measured and allocated to the assets and their carrying amount as part of other income in the 2019 consolidated statement of operations.
|
(2)
|
In 2018, Brookfield DTLA adopted the guidance in Accounting Standards Update 2016-18, Restricted Cash, which requires entities to include restricted cash with cash and cash equivalents when reconciling the beginning and end of period total amounts shown in the statement of cash flows. Therefore, the change in restricted cash is no longer presented as a separate line item within cash flows from investing activities in the Company’s consolidated statement of cash flows since such balances are now combined with cash and cash equivalents at both the beginning and end of the reporting period. We have retroactively restated the 2017, 2016 and 2015 consolidated statements of cash flows by reclassifying the decrease or (increase) in restricted cash of $24.5 million, $(6.3) million and $(6.7) million, respectively, from cash flows used in investing activities to net change in cash, cash equivalents and restricted cash.
|
|
As of December 31,
|
||||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
$
|
2,826,972
|
|
|
$
|
2,795,658
|
|
|
$
|
2,747,815
|
|
|
$
|
2,769,959
|
|
|
$
|
2,798,010
|
|
Secured debt, net
|
2,199,980
|
|
|
2,140,724
|
|
|
1,991,692
|
|
|
2,076,804
|
|
|
2,111,405
|
|
|||||
Mezzanine equity
|
1,054,223
|
|
|
1,015,889
|
|
|
990,749
|
|
|
829,532
|
|
|
726,595
|
|
|||||
Stockholders’ deficit
|
(520,782
|
)
|
|
(440,921
|
)
|
|
(342,948
|
)
|
|
(258,435
|
)
|
|
(184,537
|
)
|
Item 7.
|
Management’s Discussion and Analysis of Financial Condition
|
|
|
Sources
|
|
|
Uses
|
|
•
|
Cash on hand;
|
|
•
|
Property operations;
|
|
•
|
Cash generated from operations;
|
|
•
|
Capital expenditures and leasing costs;
|
|
•
|
Contributions from noncontrolling
interests;
|
|
•
|
Payments in connection with debt; and
|
|
•
|
Other contributions; and
|
|
•
|
Distributions to noncontrolling interests.
|
|
•
|
Proceeds from additional secured or
unsecured debt financings.
|
|
|
|
|
|
Square Feet
|
|
|
|||||||||||||
Property
|
|
Net
Building
Rentable
|
|
% of Net
Rentable
|
|
%
Leased
|
|
Annualized
Rent (1)
|
|
Annualized
Rent
$/RSF (2)
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||
BOA Plaza
|
|
1,405,428
|
|
|
18.5
|
%
|
|
92.4
|
%
|
|
$
|
33,692,530
|
|
|
$
|
25.93
|
|
Wells Fargo Center–North Tower
|
|
1,400,639
|
|
|
18.5
|
%
|
|
87.5
|
%
|
|
34,910,991
|
|
|
28.49
|
|
||
Gas Company Tower
|
|
1,345,163
|
|
|
17.8
|
%
|
|
86.7
|
%
|
|
30,737,945
|
|
|
26.35
|
|
||
EY Plaza
|
|
963,682
|
|
|
12.7
|
%
|
|
77.3
|
%
|
|
19,370,146
|
|
|
26.01
|
|
||
FIGat7th
|
|
316,250
|
|
|
4.2
|
%
|
|
89.6
|
%
|
|
6,732,258
|
|
|
23.76
|
|
||
Wells Fargo Center–South Tower
|
|
1,124,960
|
|
|
14.8
|
%
|
|
68.8
|
%
|
|
21,639,487
|
|
|
27.98
|
|
||
777 Tower
|
|
1,024,835
|
|
|
13.5
|
%
|
|
77.4
|
%
|
|
21,821,224
|
|
|
27.51
|
|
||
|
|
7,580,957
|
|
|
100.0
|
%
|
|
82.9
|
%
|
|
$
|
168,904,581
|
|
|
$
|
26.87
|
|
(1)
|
Annualized rent represents the annualized monthly contractual rent under executed leases as of December 31, 2019. This amount reflects total base rent before any rent abatements as of December 31, 2019 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 executed leases as of December 31, 2019 for the twelve months ending December 31, 2020 are approximately $7.9 million, or $1.25 per leased square foot.
|
(2)
|
Annualized rent per rentable square foot represents annualized rent as computed above, divided by leased square feet as of December 31, 2019.
|
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)
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
2020
|
|
322,127
|
|
|
5.1
|
%
|
|
$
|
8,965,802
|
|
|
5.3
|
%
|
|
$
|
27.83
|
|
|
$
|
28.36
|
|
2021
|
|
393,281
|
|
|
6.3
|
%
|
|
10,868,649
|
|
|
6.4
|
%
|
|
27.64
|
|
|
28.74
|
|
|||
2022
|
|
381,831
|
|
|
6.1
|
%
|
|
10,488,708
|
|
|
6.2
|
%
|
|
27.47
|
|
|
30.08
|
|
|||
2023
|
|
874,675
|
|
|
13.9
|
%
|
|
22,046,679
|
|
|
13.0
|
%
|
|
25.21
|
|
|
27.97
|
|
|||
2024
|
|
550,605
|
|
|
8.8
|
%
|
|
15,287,695
|
|
|
9.0
|
%
|
|
27.77
|
|
|
31.94
|
|
|||
2025
|
|
773,636
|
|
|
12.3
|
%
|
|
21,231,975
|
|
|
12.6
|
%
|
|
27.44
|
|
|
33.05
|
|
|||
2026
|
|
576,222
|
|
|
9.2
|
%
|
|
14,115,432
|
|
|
8.4
|
%
|
|
24.50
|
|
|
29.29
|
|
|||
2027
|
|
194,603
|
|
|
3.1
|
%
|
|
5,334,335
|
|
|
3.2
|
%
|
|
27.41
|
|
|
35.32
|
|
|||
2028
|
|
102,759
|
|
|
1.6
|
%
|
|
3,017,796
|
|
|
1.8
|
%
|
|
29.37
|
|
|
39.50
|
|
|||
2029
|
|
298,185
|
|
|
4.7
|
%
|
|
9,611,890
|
|
|
5.7
|
%
|
|
32.23
|
|
|
43.15
|
|
|||
Thereafter
|
|
1,818,213
|
|
|
28.9
|
%
|
|
47,935,620
|
|
|
28.4
|
%
|
|
26.36
|
|
|
40.50
|
|
|||
Total expiring leases
|
|
6,286,137
|
|
|
100.0
|
%
|
|
$
|
168,904,581
|
|
|
100.0
|
%
|
|
$
|
26.87
|
|
|
$
|
34.02
|
|
Currently available
|
|
1,294,820
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Total rentable square feet
|
7,580,957
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Annualized rent represents the annualized monthly contractual rent under executed leases as of December 31, 2019. This amount reflects total base rent before any rent abatements as of December 31, 2019 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 executed leases as of December 31, 2019 for the twelve months ending December 31, 2020 are approximately $7.9 million, or $1.25 per leased square foot.
|
(2)
|
Current rent per leased square foot represents base rent for executed leases, divided by total leased square feet as of December 31, 2019.
|
(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
|
$
|
908.5
|
|
|
41
|
%
|
|
4.19
|
%
|
|
3 years
|
Variable-rate swapped to fixed-rate
|
230.0
|
|
|
10
|
%
|
|
3.88
|
%
|
|
1 year
|
|
Variable-rate (1) (2)
|
1,070.8
|
|
|
49
|
%
|
|
3.84
|
%
|
|
2 years
|
|
|
$
|
2,209.3
|
|
|
100
|
%
|
|
3.99
|
%
|
|
2 years
|
(1)
|
As of December 31, 2019 and through the date of this report, a future advance amount of $29.2 million is available under the Wells Fargo Center–South Tower mortgage loan that can be drawn to fund approved leasing costs (as defined in the underlying loan agreement), including tenant improvements and inducements, leasing commissions, and common area improvements.
|
(2)
|
As of December 31, 2019 and through the date of this report, a future advance amount of $43.6 million is available under the 777 Tower mortgage and mezzanine loans that can be drawn to fund approved leasing costs (as defined in the underlying loan agreements), including tenant improvements and inducements, and leasing commissions.
|
|
Interest
Rate |
|
Contractual
Maturity Date
|
|
Principal
Amount |
|
Annual Debt
Service (1) |
|||||
Floating-Rate Debt
|
|
|
|
|
|
|
|
|||||
Variable-Rate Loans:
|
|
|
|
|
|
|
|
|||||
Wells Fargo Center–North Tower (2)
|
3.39
|
%
|
|
10/9/2020
|
|
$
|
400,000
|
|
|
$
|
13,748
|
|
Wells Fargo Center–North Tower (3)
|
5.74
|
%
|
|
10/9/2020
|
|
65,000
|
|
|
3,783
|
|
||
Wells Fargo Center–North Tower (4)
|
6.74
|
%
|
|
10/9/2020
|
|
35,000
|
|
|
2,392
|
|
||
Wells Fargo Center–South Tower (5)
|
3.49
|
%
|
|
11/4/2021
|
|
260,796
|
|
|
9,231
|
|
||
777 Tower (6)
|
3.32
|
%
|
|
10/31/2024
|
|
231,842
|
|
|
7,792
|
|
||
777 Tower (7)
|
5.87
|
%
|
|
10/31/2024
|
|
43,158
|
|
|
2,567
|
|
||
EY Plaza (8)
|
6.24
|
%
|
|
11/27/2020
|
|
35,000
|
|
|
2,215
|
|
||
Total variable-rate loans
|
|
|
|
|
1,070,796
|
|
|
41,728
|
|
|||
|
|
|
|
|
|
|
|
|||||
Variable-Rate Swapped to Fixed-Rate Loan:
|
|
|
|
|
|
|
|
|||||
EY Plaza (9)
|
3.88
|
%
|
|
11/27/2020
|
|
230,000
|
|
|
9,047
|
|
||
Total floating-rate debt
|
|
|
|
|
1,300,796
|
|
|
50,775
|
|
|||
|
|
|
|
|
|
|
|
|||||
Fixed-Rate Debt
|
|
|
|
|
|
|
|
|||||
BOA Plaza
|
4.05
|
%
|
|
9/1/2024
|
|
400,000
|
|
|
16,425
|
|
||
Gas Company Tower
|
3.47
|
%
|
|
8/6/2021
|
|
319,000
|
|
|
11,232
|
|
||
Gas Company Tower
|
6.50
|
%
|
|
8/6/2021
|
|
131,000
|
|
|
8,633
|
|
||
FIGat7th
|
3.88
|
%
|
|
3/1/2023
|
|
58,500
|
|
|
2,301
|
|
||
Total fixed-rate rate debt
|
|
|
|
|
908,500
|
|
|
38,591
|
|
|||
Total secured debt
|
|
|
|
|
2,209,296
|
|
|
$
|
89,366
|
|
||
Less: unamortized debt financing costs
|
|
|
|
|
9,316
|
|
|
|
||||
Total secured debt, net
|
|
|
|
|
$
|
2,199,980
|
|
|
|
(1)
|
Annual debt service for variable-rate loans is calculated using the one-month LIBOR rate in place on the debt as of December 31, 2019 plus the contractual spreads per the loan agreements. Annual debt service for fixed-rate loans is calculated based on contractual interest rates per the loan agreements.
|
(2)
|
This loan bears interest at LIBOR plus 1.65%. As required by the loan agreement, we have entered into an interest rate cap contract that limits the LIBOR portion of the interest rate to 4.25%. Brookfield DTLA has three options to extend the maturity date of this loan, each for a period of one year, as long as the maturity dates of both of the mezzanine loans are extended when the maturity date of the mortgage loan is extended. As of December 31, 2019 and through the date of this report, we meet the criteria specified in the loan agreement to extend this loan.
|
(3)
|
This loan bears interest at LIBOR plus 4.00%. As required by the loan agreement, we have entered into an interest rate cap contract that limits the LIBOR portion of the interest rate to 4.25%. Brookfield DTLA has three options to extend the maturity date of this loan, each for a period of one year, as long as the maturity date of the other mezzanine loan is extended when the maturity date of the mortgage loan is extended. As of December 31, 2019 and through the date of this report, we meet the criteria specified in the loan agreement to extend the mortgage loan.
|
(4)
|
This loan bears interest at LIBOR plus 5.00%. As required by the loan agreement, we have entered into an interest rate cap contract that limits the LIBOR portion of the interest rate to 4.25%. Brookfield DTLA has three options to extend the maturity date of this loan, each for a period of one year, as long as the maturity date of the other mezzanine loan is extended when the maturity date of the mortgage loan is extended. As of December 31, 2019 and through the date of this report, we meet the criteria specified in the loan agreement to extend the mortgage loan. On September 30, 2019, BAM acquired a significant interest in a company whose subsidiary is the lender of this loan. See “Related Party Transactions.”
|
(5)
|
This loan bears interest at LIBOR plus 1.80%. As required by the loan agreement, we have entered into an interest rate cap contract that limits the LIBOR portion of the interest rate to 4.50%. Brookfield DTLA has two options to extend the maturity date of this loan, each for a period of one year. As of December 31, 2019, a future advance amount of $29.2 million is available under this loan that can be drawn to fund approved leasing costs (as defined in the underlying loan agreement), including tenant improvements and inducements, leasing commissions, and common area improvements.
|
(6)
|
This loan bears interest at LIBOR plus 1.60%. As required by the loan agreement, we have entered into an interest rate cap contract that limits the LIBOR portion of the interest rate to 4.00%. As of December 31, 2019, a future advance amount of $36.8 million is available under this loan that can be drawn to fund approved leasing costs (as defined in the underlying loan agreement), including tenant improvements and inducements, and leasing commissions. The Company can draw against this future advance amount as long as a pro rata draw is made against the mezzanine loan future advance amount.
|
(7)
|
This loan bears interest at LIBOR plus 4.15%. As required by the loan agreement, we have entered into an interest rate cap contract that limits the LIBOR portion of the interest rate to 4.00%. As of December 31, 2019, a future advance amount of $6.8 million is available under this loan that can be drawn to fund approved leasing costs (as defined in the underlying loan agreement), including tenant improvements and inducements, and leasing commissions. The Company can draw against this future advance amount as long as a pro rata draw is made against the mortgage loan future advance amount.
|
(8)
|
This loan bears interest at LIBOR plus 4.55%. As required by the loan agreement, we have entered into an interest rate cap contract that limits the LIBOR portion of the interest rate to 3.50%.
|
(9)
|
This loan bears interest at LIBOR plus 1.65%. As required by the loan agreement, we have entered into interest rate swap contracts to hedge this loan, which effectively fix the LIBOR portion of the interest rate at 2.28%. The effective interest rate of 3.88% includes interest on the swaps.
|
|
For the Year Ended
December 31,
|
|
Increase/
(Decrease) |
|
%
Change |
|||||||||
|
2019
|
|
2018
|
|
|
|||||||||
Revenue:
|
|
|
|
|
|
|
|
|||||||
Lease income
|
$
|
276.9
|
|
|
$
|
268.1
|
|
|
$
|
8.8
|
|
|
3
|
%
|
Parking
|
39.7
|
|
|
37.3
|
|
|
2.4
|
|
|
6
|
%
|
|||
Interest and other
|
1.2
|
|
|
10.3
|
|
|
(9.1
|
)
|
|
(88
|
)%
|
|||
Total revenue
|
317.8
|
|
|
315.7
|
|
|
2.1
|
|
|
1
|
%
|
|||
|
|
|
|
|
|
|
|
|||||||
Expenses:
|
|
|
|
|
|
|
|
|||||||
Rental property operating and maintenance
|
105.7
|
|
|
99.0
|
|
|
6.7
|
|
|
7
|
%
|
|||
Real estate taxes
|
37.7
|
|
|
40.0
|
|
|
(2.3
|
)
|
|
(6
|
)%
|
|||
Parking
|
10.4
|
|
|
10.2
|
|
|
0.2
|
|
|
2
|
%
|
|||
Other expense
|
9.0
|
|
|
9.9
|
|
|
(0.9
|
)
|
|
(9
|
)%
|
|||
Depreciation and amortization
|
105.5
|
|
|
96.2
|
|
|
9.3
|
|
|
10
|
%
|
|||
Interest
|
98.9
|
|
|
105.0
|
|
|
(6.1
|
)
|
|
(6
|
)%
|
|||
Total expenses
|
367.2
|
|
|
360.3
|
|
|
6.9
|
|
|
2
|
%
|
|||
Other Income:
|
|
|
|
|
|
|
|
|||||||
Gain from derecognition of assets
|
24.8
|
|
|
—
|
|
|
24.8
|
|
|
|
||||
Equity in loss of unconsolidated
real estate joint venture
|
(2.1
|
)
|
|
—
|
|
|
(2.1
|
)
|
|
|
||||
Total other income
|
22.7
|
|
|
—
|
|
|
22.7
|
|
|
|
||||
Net loss
|
$
|
(26.7
|
)
|
|
$
|
(44.6
|
)
|
|
$
|
17.9
|
|
|
|
|
For the Year Ended December 31,
|
|
Dollar
Change
|
||||||||
|
2019
|
|
2018
|
|
|||||||
|
|
||||||||||
Net cash provided by operating activities
|
$
|
39,785
|
|
|
$
|
17,389
|
|
|
$
|
22,396
|
|
Net cash used in investing activities
|
(127,775
|
)
|
|
(90,065
|
)
|
|
(37,710
|
)
|
|||
Net cash provided by financing activities
|
41,208
|
|
|
110,941
|
|
|
(69,733
|
)
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
|
Thereafter
|
|
Total
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Principal payments on
secured debt (1) |
$
|
765,000
|
|
|
$
|
710,796
|
|
|
$
|
—
|
|
|
$
|
58,500
|
|
|
$
|
675,000
|
|
|
$
|
—
|
|
|
$
|
2,209,296
|
|
Interest payments –
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Fixed-rate debt (2)
|
38,697
|
|
|
30,590
|
|
|
18,726
|
|
|
16,803
|
|
|
11,025
|
|
|
—
|
|
|
115,841
|
|
|||||||
Variable-rate swapped to
fixed-rate debt
|
8,875
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,875
|
|
|||||||
Variable-rate debt (3)
|
37,105
|
|
|
18,148
|
|
|
10,359
|
|
|
10,359
|
|
|
8,656
|
|
|
—
|
|
|
84,627
|
|
|||||||
Tenant-related commitments (4)
|
23,608
|
|
|
2,700
|
|
|
5,407
|
|
|
1,081
|
|
|
931
|
|
|
1,634
|
|
|
35,361
|
|
|||||||
Construction-related
commitments (5) |
10,318
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,318
|
|
|||||||
|
$
|
883,603
|
|
|
$
|
762,234
|
|
|
$
|
34,492
|
|
|
$
|
86,743
|
|
|
$
|
695,612
|
|
|
$
|
1,634
|
|
|
$
|
2,464,318
|
|
(1)
|
On September 30, 2019, BAM acquired a significant interest in a company whose subsidiary is the lender of the $35.0 million mezzanine loan due from Wells Fargo Center–North Tower, which matures in October 2020. See “Related Party Transactions.”
|
(2)
|
Interest payments on fixed-rate debt are calculated based on contractual interest rates and scheduled maturity dates.
|
(3)
|
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, 2019 plus the contractual spread per the loan agreements. Interest payments due to the related-party lender of the $35.0 million mezzanine loan due from Wells Fargo Center–North Tower total $1.9 million during the year ending December 31, 2020.
|
(4)
|
Tenant-related commitments include tenant improvements and leasing commissions and are based on executed leases as of December 31, 2019. Tenant-related commitments due to the related-party lender of the $35.0 million mezzanine loan due from Wells Fargo Center–North Tower total $623 thousand during the year ending December 31, 2020.
|
(5)
|
Construction-related commitments include amounts due to contractors related to the atrium renovation project at Wells Fargo Center based on executed contracts as of December 31, 2019.
|
|
For the Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
|
|
|
|
||||||
Property management fee expense
|
$
|
8,479
|
|
|
$
|
8,111
|
|
|
$
|
8,136
|
|
Asset management fee expense
|
6,161
|
|
|
6,330
|
|
|
6,330
|
|
|||
Leasing and construction management fees
|
5,051
|
|
|
3,209
|
|
|
5,198
|
|
|||
Development management fees (1)
|
991
|
|
|
—
|
|
|
—
|
|
|||
General, administrative and reimbursable expenses
|
2,865
|
|
|
3,007
|
|
|
2,613
|
|
(1)
|
Amount presented is calculated by applying the Company’s ownership interest percentage in the unconsolidated real estate joint venture as of period end to the amounts capitalized during the period. Amounts capitalized prior to May 31, 2019 (the date our wholly‑owned interests in the Property Owner were transferred to the joint venture) are reported at 100%.
|
|
For the Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
|
|
|
|
||||||
Insurance expense
|
$
|
9,286
|
|
|
$
|
8,026
|
|
|
$
|
7,795
|
|
|
For the Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
|
|
|
|
||||||
Lease income
|
$
|
5,916
|
|
|
$
|
1,928
|
|
|
$
|
—
|
|
Interest and other revenue
|
208
|
|
|
—
|
|
|
—
|
|
|||
Rental property operating and maintenance expense (1)
|
676
|
|
|
862
|
|
|
579
|
|
|||
Other expense
|
142
|
|
|
—
|
|
|
—
|
|
|||
Interest expense (2)
|
613
|
|
|
—
|
|
|
—
|
|
(1)
|
Amounts presented are for purchases of chilled water for air conditioning at one of the Company’s properties.
|
(2)
|
On September 30, 2019, BAM acquired a significant interest in Oaktree Capital Management, L.P., whose subsidiary is the lender of the $35.0 million mezzanine loan due from Wells Fargo Center–North Tower. Interest payable to the lender totals $112 thousand as of December 31, 2019. See “Indebtedness.”
|
|
|
Notional
Value
|
|
Strike
Rate
|
|
Effective
Date
|
|
Expiration
Date
|
|
Fair
Value
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|||||
Interest rate swap
|
|
$
|
168,151
|
|
|
2.18
|
%
|
|
11/27/2013
|
|
11/2/2020
|
|
$
|
(763
|
)
|
Interest rate swap
|
|
54,206
|
|
|
2.47
|
%
|
|
3/29/2018
|
|
11/2/2020
|
|
(380
|
)
|
||
Interest rate cap
|
|
400,000
|
|
|
4.25
|
%
|
|
9/21/2018
|
|
10/15/2020
|
|
—
|
|
||
Interest rate cap
|
|
65,000
|
|
|
4.25
|
%
|
|
9/21/2018
|
|
10/15/2020
|
|
—
|
|
||
Interest rate cap
|
|
35,000
|
|
|
4.25
|
%
|
|
9/21/2018
|
|
10/15/2020
|
|
—
|
|
||
Interest rate cap
|
|
290,000
|
|
|
4.50
|
%
|
|
11/5/2018
|
|
11/4/2020
|
|
—
|
|
||
Interest rate cap
|
|
268,600
|
|
|
4.00
|
%
|
|
10/31/2019
|
|
11/10/2021
|
|
1
|
|
||
Interest rate cap
|
|
50,000
|
|
|
4.00
|
%
|
|
10/31/2019
|
|
11/10/2021
|
|
—
|
|
||
Interest rate cap
|
|
35,000
|
|
|
3.50
|
%
|
|
10/1/2019
|
|
11/27/2020
|
|
—
|
|
||
|
|
|
|
|
|
|
|
|
|
$
|
(1,142
|
)
|
|
|
|
Fair Value of
|
||||||||
|
Interest
Expense
|
|
Secured
Debt
|
|
Interest
Rate Swaps
|
||||||
|
|
|
|
|
|
||||||
50 basis point increase
|
$
|
5,467
|
|
|
$
|
(10,817
|
)
|
|
$
|
825
|
|
50 basis point decrease
|
(5,467
|
)
|
|
5,715
|
|
|
(830
|
)
|
Item 8.
|
Financial Statements and Supplementary Data.
|
|
Page
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31,
|
||||||
|
2019
|
|
2018
|
||||
ASSETS
|
|
|
|
||||
Investments in Real Estate:
|
|
|
|
||||
Land
|
$
|
222,555
|
|
|
$
|
227,555
|
|
Buildings and improvements
|
2,283,350
|
|
|
2,245,818
|
|
||
Tenant improvements
|
419,670
|
|
|
361,077
|
|
||
Investments in real estate, gross
|
2,925,575
|
|
|
2,834,450
|
|
||
Less: accumulated depreciation
|
466,405
|
|
|
418,205
|
|
||
Investments in real estate, net
|
2,459,170
|
|
|
2,416,245
|
|
||
Investment in unconsolidated real estate joint venture
|
42,920
|
|
|
—
|
|
||
Cash and cash equivalents
|
33,964
|
|
|
80,421
|
|
||
Restricted cash
|
25,024
|
|
|
25,349
|
|
||
Rents, deferred rents and other receivables, net
|
138,010
|
|
|
151,509
|
|
||
Intangible assets, net
|
31,895
|
|
|
44,640
|
|
||
Deferred charges, net
|
68,290
|
|
|
67,731
|
|
||
Due from affiliates
|
18,359
|
|
|
—
|
|
||
Prepaid and other assets, net
|
9,340
|
|
|
9,763
|
|
||
Total assets
|
$
|
2,826,972
|
|
|
$
|
2,795,658
|
|
|
|
|
|
||||
LIABILITIES AND DEFICIT
|
|
|
|
||||
Liabilities:
|
|
|
|
||||
Secured debt, net
|
$
|
2,199,980
|
|
|
$
|
2,140,724
|
|
Accounts payable and other liabilities
|
79,845
|
|
|
63,678
|
|
||
Due to affiliates
|
5,400
|
|
|
3,834
|
|
||
Intangible liabilities, net
|
8,306
|
|
|
12,454
|
|
||
Total liabilities
|
2,293,531
|
|
|
2,220,690
|
|
||
|
|
|
|
||||
Commitments and Contingencies (See Note 17)
|
|
|
|
|
As of December 31,
|
||||||
|
2019
|
|
2018
|
||||
LIABILITIES AND DEFICIT (continued)
|
|
|
|
||||
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, 2019 and 2018
|
$
|
428,480
|
|
|
$
|
409,932
|
|
Noncontrolling Interests:
|
|
|
|
||||
Series A-1 preferred interest
|
418,029
|
|
|
400,816
|
|
||
Senior participating preferred interest
|
22,362
|
|
|
23,443
|
|
||
Series B preferred interest
|
185,352
|
|
|
181,698
|
|
||
Total mezzanine equity
|
1,054,223
|
|
|
1,015,889
|
|
||
|
|
|
|
||||
Stockholders’ Deficit:
|
|
|
|
||||
Common stock, $0.01 par value, 1,000 shares issued and
outstanding as of December 31, 2019 and 2018
|
—
|
|
|
—
|
|
||
Additional paid-in capital
|
197,535
|
|
|
195,825
|
|
||
Accumulated deficit
|
(499,793
|
)
|
|
(385,158
|
)
|
||
Accumulated other comprehensive loss
|
(2,341
|
)
|
|
(107
|
)
|
||
Noncontrolling interests
|
(216,183
|
)
|
|
(251,481
|
)
|
||
Total stockholders’ deficit
|
(520,782
|
)
|
|
(440,921
|
)
|
||
Total liabilities and deficit
|
$
|
2,826,972
|
|
|
$
|
2,795,658
|
|
|
For the Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
||||||||||
Revenue:
|
|
|
|
|
|
||||||
Lease income
|
$
|
276,895
|
|
|
$
|
268,133
|
|
|
$
|
262,207
|
|
Parking
|
39,715
|
|
|
37,252
|
|
|
37,093
|
|
|||
Interest and other
|
1,235
|
|
|
10,295
|
|
|
7,022
|
|
|||
Total revenue
|
317,845
|
|
|
315,680
|
|
|
306,322
|
|
|||
Expenses:
|
|
|
|
|
|
||||||
Rental property operating and maintenance
|
105,738
|
|
|
98,940
|
|
|
93,945
|
|
|||
Real estate taxes
|
37,657
|
|
|
40,013
|
|
|
37,758
|
|
|||
Parking
|
10,373
|
|
|
10,165
|
|
|
9,374
|
|
|||
Other expense
|
9,031
|
|
|
9,920
|
|
|
11,508
|
|
|||
Depreciation and amortization
|
105,529
|
|
|
96,264
|
|
|
97,808
|
|
|||
Interest
|
98,875
|
|
|
105,035
|
|
|
93,566
|
|
|||
Total expenses
|
367,203
|
|
|
360,337
|
|
|
343,959
|
|
|||
Other Income:
|
|
|
|
|
|
||||||
Gain from derecognition of assets
|
24,777
|
|
|
—
|
|
|
—
|
|
|||
Equity in loss of unconsolidated
real estate joint venture
|
(2,080
|
)
|
|
—
|
|
|
—
|
|
|||
Total other income
|
22,697
|
|
|
—
|
|
|
—
|
|
|||
Net loss
|
(26,661
|
)
|
|
(44,657
|
)
|
|
(37,637
|
)
|
|||
Net loss (income) attributable to
noncontrolling interests:
|
|
|
|
|
|
||||||
Series A-1 preferred interest returns
|
17,213
|
|
|
17,306
|
|
|
17,213
|
|
|||
Senior participating preferred interest
redemption measurement adjustments
|
(1,017
|
)
|
|
1,482
|
|
|
479
|
|
|||
Series B preferred interest returns
|
18,049
|
|
|
17,961
|
|
|
13,435
|
|
|||
Series B common interest –
allocation of net income (loss)
|
35,181
|
|
|
28,343
|
|
|
(45,699
|
)
|
|||
Net loss attributable to Brookfield DTLA
|
(96,087
|
)
|
|
(109,749
|
)
|
|
(23,065
|
)
|
|||
Series A preferred stock dividends
|
18,548
|
|
|
18,532
|
|
|
18,548
|
|
|||
Net loss attributable to common interest
holders of Brookfield DTLA
|
$
|
(114,635
|
)
|
|
$
|
(128,281
|
)
|
|
$
|
(41,613
|
)
|
|
For the Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
||||||||||
|
|
|
|
|
|
||||||
Net loss
|
$
|
(26,661
|
)
|
|
$
|
(44,657
|
)
|
|
$
|
(37,637
|
)
|
|
|
|
|
|
|
||||||
Other comprehensive (loss) income:
|
|
|
|
|
|
||||||
Derivative transactions:
|
|
|
|
|
|
||||||
Unrealized derivative holding (losses) gains
|
(2,117
|
)
|
|
1,548
|
|
|
2,799
|
|
|||
Less: reclassification adjustment for realized
gain included in net loss
|
—
|
|
|
1,198
|
|
|
—
|
|
|||
Total other comprehensive (loss) income
|
(2,117
|
)
|
|
350
|
|
|
2,799
|
|
|||
|
|
|
|
|
|
||||||
Comprehensive loss
|
(28,778
|
)
|
|
(44,307
|
)
|
|
(34,838
|
)
|
|||
Less: comprehensive income (loss)
attributable to noncontrolling interests
|
69,543
|
|
|
65,276
|
|
|
(13,107
|
)
|
|||
Comprehensive loss attributable to
common interest holders of
Brookfield DTLA
|
$
|
(98,321
|
)
|
|
$
|
(109,583
|
)
|
|
$
|
(21,731
|
)
|
|
|
Number of
Shares
|
|
Common
Stock
|
|
Additional
Paid-in
Capital
|
|
Accumulated
Deficit
|
|
Accumulated
Other
Comprehensive
Loss
|
|
Non-
controlling
Interest
|
|
Total
Stockholders’
Deficit
|
|||||||||||||
|
|
Common
Stock
|
|
|
|
|
|
|
|||||||||||||||||||
|
|
|
|||||||||||||||||||||||||
Balance, December 31, 2016
|
|
1,000
|
|
|
$
|
—
|
|
|
$
|
194,210
|
|
|
$
|
(215,264
|
)
|
|
$
|
(1,607
|
)
|
|
$
|
(235,774
|
)
|
|
$
|
(258,435
|
)
|
Net loss
|
|
|
|
|
|
|
|
(23,065
|
)
|
|
|
|
(14,572
|
)
|
|
(37,637
|
)
|
||||||||||
Other comprehensive income
|
|
|
|
|
|
|
|
|
|
1,334
|
|
|
1,465
|
|
|
2,799
|
|
||||||||||
Contributions
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
|
—
|
|
|||||||||||
Dividends, preferred returns and
redemption measurement
adjustments on mezzanine
equity
|
|
|
|
|
|
|
|
(18,548
|
)
|
|
|
|
(31,127
|
)
|
|
(49,675
|
)
|
||||||||||
Balance, December 31, 2017
|
|
1,000
|
|
|
—
|
|
|
194,210
|
|
|
(256,877
|
)
|
|
(273
|
)
|
|
(280,008
|
)
|
|
(342,948
|
)
|
||||||
Net (loss) income
|
|
|
|
|
|
|
|
(109,749
|
)
|
|
|
|
65,092
|
|
|
(44,657
|
)
|
||||||||||
Other comprehensive income
|
|
|
|
|
|
|
|
|
|
166
|
|
|
184
|
|
|
350
|
|
||||||||||
Contributions
|
|
|
|
|
|
1,615
|
|
|
|
|
|
|
|
|
1,615
|
|
|||||||||||
Dividends, preferred returns and
redemption measurement
adjustments on mezzanine
equity
|
|
|
|
|
|
|
|
(18,532
|
)
|
|
|
|
(36,749
|
)
|
|
(55,281
|
)
|
||||||||||
Balance, December 31, 2018
|
|
1,000
|
|
|
—
|
|
|
195,825
|
|
|
(385,158
|
)
|
|
(107
|
)
|
|
(251,481
|
)
|
|
(440,921
|
)
|
||||||
Net (loss) income
|
|
|
|
|
|
|
|
(96,087
|
)
|
|
|
|
69,426
|
|
|
(26,661
|
)
|
||||||||||
Other comprehensive (loss)
income
|
|
|
|
|
|
|
|
|
|
(2,234
|
)
|
|
117
|
|
|
(2,117
|
)
|
||||||||||
Contributions
|
|
|
|
|
|
1,710
|
|
|
|
|
|
|
|
|
1,710
|
|
|||||||||||
Dividends, preferred returns and
redemption measurement
adjustments on mezzanine
equity
|
|
|
|
|
|
|
|
(18,548
|
)
|
|
|
|
(34,245
|
)
|
|
(52,793
|
)
|
||||||||||
Balance, December 31, 2019
|
|
1,000
|
|
|
$
|
—
|
|
|
$
|
197,535
|
|
|
$
|
(499,793
|
)
|
|
$
|
(2,341
|
)
|
|
$
|
(216,183
|
)
|
|
$
|
(520,782
|
)
|
|
For the Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
||||||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net loss
|
$
|
(26,661
|
)
|
|
$
|
(44,657
|
)
|
|
$
|
(37,637
|
)
|
Adjustments to reconcile net loss to
net cash provided by operating
activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
105,529
|
|
|
96,264
|
|
|
97,808
|
|
|||
Gain from derecognition of assets
|
(24,777
|
)
|
|
—
|
|
|
—
|
|
|||
Equity in loss of unconsolidated real estate
joint venture
|
2,080
|
|
|
—
|
|
|
—
|
|
|||
Provision for (recovery of) doubtful accounts
|
165
|
|
|
190
|
|
|
(7
|
)
|
|||
Amortization of acquired below-market leases,
net of acquired above-market leases |
(195
|
)
|
|
222
|
|
|
(2,219
|
)
|
|||
Straight-line rent amortization
|
(10,083
|
)
|
|
(11,399
|
)
|
|
(11,237
|
)
|
|||
Amortization of tenant inducements
|
3,852
|
|
|
4,228
|
|
|
3,816
|
|
|||
Amortization of debt financing costs and
discounts
|
5,264
|
|
|
9,565
|
|
|
6,400
|
|
|||
Unrealized loss on interest rate cap contracts
|
44
|
|
|
—
|
|
|
—
|
|
|||
Realized gain on interest rate swap contract
|
—
|
|
|
(1,198
|
)
|
|
—
|
|
|||
Changes in assets and liabilities:
|
|
|
|
|
|
||||||
Rents, deferred rents and other receivables, net
|
299
|
|
|
(12,179
|
)
|
|
(3,850
|
)
|
|||
Deferred charges, net
|
(8,497
|
)
|
|
(22,209
|
)
|
|
(15,336
|
)
|
|||
Due from affiliates
|
(2,690
|
)
|
|
—
|
|
|
—
|
|
|||
Prepaid and other assets, net
|
(570
|
)
|
|
(82
|
)
|
|
139
|
|
|||
Accounts payable and other liabilities
|
(5,541
|
)
|
|
6,083
|
|
|
(3,037
|
)
|
|||
Due to affiliates
|
1,566
|
|
|
(7,439
|
)
|
|
(3,054
|
)
|
|||
Net cash provided by operating activities
|
39,785
|
|
|
17,389
|
|
|
31,786
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Expenditures for real estate improvements
|
(127,775
|
)
|
|
(90,065
|
)
|
|
(74,696
|
)
|
|||
Net cash used in investing activities
|
(127,775
|
)
|
|
(90,065
|
)
|
|
(74,696
|
)
|
|
For the Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
||||||||||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Proceeds from secured debt
|
$
|
277,610
|
|
|
$
|
1,081,686
|
|
|
$
|
470,000
|
|
Principal payments on secured debt
|
(220,000
|
)
|
|
(931,831
|
)
|
|
(554,028
|
)
|
|||
Proceeds from Series B preferred interest
|
40,700
|
|
|
—
|
|
|
111,492
|
|
|||
Proceeds from senior participating preferred interest
|
538
|
|
|
—
|
|
|
520
|
|
|||
Distributions to Series B preferred interest
|
(20,574
|
)
|
|
(26,554
|
)
|
|
—
|
|
|||
Repurchases of Series B preferred interest
|
(34,521
|
)
|
|
—
|
|
|
—
|
|
|||
Distributions to senior participating preferred interest
|
(602
|
)
|
|
(3,587
|
)
|
|
(470
|
)
|
|||
Contributions to additional paid-in capital
|
1,710
|
|
|
1,615
|
|
|
—
|
|
|||
Purchase of interest rate cap contracts
|
(35
|
)
|
|
—
|
|
|
—
|
|
|||
Debt financing costs paid
|
(3,618
|
)
|
|
(10,388
|
)
|
|
(7,484
|
)
|
|||
Net cash provided by financing activities
|
41,208
|
|
|
110,941
|
|
|
20,030
|
|
|||
Net change in cash, cash equivalents and
restricted cash
|
(46,782
|
)
|
|
38,265
|
|
|
(22,880
|
)
|
|||
Cash, cash equivalents and restricted cash
at beginning of year
|
105,770
|
|
|
67,505
|
|
|
90,385
|
|
|||
Cash, cash equivalents and restricted cash
at end of year
|
$
|
58,988
|
|
|
$
|
105,770
|
|
|
$
|
67,505
|
|
|
|
|
|
|
|
||||||
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
||||||
Cash paid for interest
|
$
|
93,020
|
|
|
$
|
96,074
|
|
|
$
|
88,160
|
|
Cash paid for income taxes
|
59
|
|
|
1,127
|
|
|
214
|
|
|
For the Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
||||||||||
Supplemental disclosure of non-cash investing
and financing activities:
|
|
|
|
|
|
||||||
Accrual for real estate improvements
|
$
|
33,812
|
|
|
$
|
17,179
|
|
|
$
|
25,616
|
|
Contribution of investments in real estate, net to
unconsolidated real estate joint venture
|
20,139
|
|
|
—
|
|
|
—
|
|
|||
(Decrease) increase in fair value of
interest rate swaps
|
(2,117
|
)
|
|
1,548
|
|
|
2,799
|
|
|||
Writeoff of fully depreciated investments
in real estate
|
37,373
|
|
|
—
|
|
|
60,298
|
|
|||
Writeoff of fully amortized intangible assets
|
40,077
|
|
|
—
|
|
|
68,990
|
|
|||
Writeoff of fully amortized intangible liabilities
|
5,766
|
|
|
—
|
|
|
16,783
|
|
|
For the Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
||||||||||
Cash and cash equivalents at beginning of year
|
$
|
80,421
|
|
|
$
|
31,958
|
|
|
$
|
30,301
|
|
Restricted cash at beginning of year
|
25,349
|
|
|
35,547
|
|
|
60,084
|
|
|||
Cash, cash equivalents and restricted cash at
beginning of year
|
$
|
105,770
|
|
|
$
|
67,505
|
|
|
$
|
90,385
|
|
|
|
|
|
|
|
||||||
Cash and cash equivalents at end of year
|
$
|
33,964
|
|
|
$
|
80,421
|
|
|
$
|
31,958
|
|
Restricted cash at end of year
|
25,024
|
|
|
25,349
|
|
|
35,547
|
|
|||
Cash, cash equivalents and restricted cash at
end of year
|
$
|
58,988
|
|
|
$
|
105,770
|
|
|
$
|
67,505
|
|
•
|
No reassessment of whether any expired or existing contracts were or contained leases;
|
•
|
No reassessment of the lease classification for any expired or existing leases; and
|
•
|
No reassessment of initial direct costs for any existing leases.
|
|
For the Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
|
|
|
|
||||||
Rental income
(presentation prior to January 1, 2019)
|
$
|
169,625
|
|
|
$
|
162,203
|
|
|
$
|
165,689
|
|
Tenant reimbursements
(presentation prior to January 1, 2019)
|
107,270
|
|
|
105,930
|
|
|
96,518
|
|
|||
Lease income
(presentation effective January 1, 2019)
|
$
|
276,895
|
|
|
$
|
268,133
|
|
|
$
|
262,207
|
|
Consideration
|
|
$
|
45,000
|
|
||
Investments in real estate, net
|
$
|
20,139
|
|
|
||
Cash and cash equivalents
|
73
|
|
|
|||
Prepaid and other assets, net
|
11
|
|
|
|||
Carrying amount
|
|
20,223
|
|
|||
Gain from derecognition of assets
|
|
$
|
24,777
|
|
|
As of December 31,
|
||||||
|
2019
|
|
2018
|
||||
|
|
|
|
||||
Straight-line and other deferred rents
|
$
|
109,859
|
|
|
$
|
115,445
|
|
Tenant inducements receivable
|
33,304
|
|
|
42,642
|
|
||
Other receivables
|
7,881
|
|
|
10,437
|
|
||
Rents, deferred rents and other receivables, gross
|
151,044
|
|
|
168,524
|
|
||
Less: accumulated amortization of tenant inducements
|
13,034
|
|
|
16,701
|
|
||
allowance for doubtful accounts
|
—
|
|
|
314
|
|
||
Rents, deferred rents and other receivables, net
|
$
|
138,010
|
|
|
$
|
151,509
|
|
|
For the Year Ended December 31,
|
||||||
|
2019
|
|
2018
|
||||
Intangible Assets
|
|
|
|
||||
In-place leases
|
$
|
47,872
|
|
|
$
|
66,365
|
|
Tenant relationships
|
15,397
|
|
|
30,078
|
|
||
Above-market leases
|
24,367
|
|
|
31,270
|
|
||
Intangible assets, gross
|
87,636
|
|
|
127,713
|
|
||
Less: accumulated amortization
|
55,741
|
|
|
83,073
|
|
||
Intangible assets, net
|
$
|
31,895
|
|
|
$
|
44,640
|
|
|
|
|
|
||||
Intangible Liabilities
|
|
|
|
||||
Below-market leases
|
$
|
53,795
|
|
|
$
|
59,561
|
|
Less: accumulated amortization
|
45,489
|
|
|
47,107
|
|
||
Intangible liabilities, net
|
$
|
8,306
|
|
|
$
|
12,454
|
|
|
For the Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
|
|
|
|
||||||
Lease income
|
$
|
195
|
|
|
$
|
(222
|
)
|
|
$
|
2,219
|
|
Depreciation and amortization expense
|
8,792
|
|
|
9,642
|
|
|
13,527
|
|
|
In-Place
Leases
|
|
Other
Intangible Assets
|
|
Intangible
Liabilities
|
||||||
|
|
|
|
|
|
||||||
2020
|
$
|
4,879
|
|
|
$
|
3,471
|
|
|
$
|
2,910
|
|
2021
|
3,922
|
|
|
2,775
|
|
|
2,282
|
|
|||
2022
|
3,428
|
|
|
2,572
|
|
|
2,149
|
|
|||
2023
|
2,001
|
|
|
2,209
|
|
|
641
|
|
|||
2024
|
1,134
|
|
|
2,088
|
|
|
124
|
|
|||
Thereafter
|
1,516
|
|
|
1,900
|
|
|
200
|
|
|||
|
$
|
16,880
|
|
|
$
|
15,015
|
|
|
$
|
8,306
|
|
|
Contractual
Maturity Date
|
|
Interest
Rate
|
|
Principal Amount
as of December 31,
|
|||||||
|
|
|
2019
|
|
2018
|
|||||||
Floating-Rate Debt
|
|
|
|
|
|
|
|
|||||
Variable-Rate Loans:
|
|
|
|
|
|
|
|
|||||
Wells Fargo Center–North Tower (1)
|
10/9/2020
|
|
3.39
|
%
|
|
$
|
400,000
|
|
|
$
|
400,000
|
|
Wells Fargo Center–North Tower (2)
|
10/9/2020
|
|
5.74
|
%
|
|
65,000
|
|
|
65,000
|
|
||
Wells Fargo Center–North Tower (3)
|
10/9/2020
|
|
6.74
|
%
|
|
35,000
|
|
|
35,000
|
|
||
Wells Fargo Center–South Tower (4)
|
11/4/2021
|
|
3.49
|
%
|
|
260,796
|
|
|
258,186
|
|
||
777 Tower (5)
|
10/31/2024
|
|
3.32
|
%
|
|
231,842
|
|
|
—
|
|
||
777 Tower (6)
|
10/31/2024
|
|
5.87
|
%
|
|
43,158
|
|
|
—
|
|
||
EY Plaza (7)
|
11/27/2020
|
|
6.24
|
%
|
|
35,000
|
|
|
35,000
|
|
||
Total variable-rate loans
|
|
|
|
|
1,070,796
|
|
|
793,186
|
|
|||
|
|
|
|
|
|
|
|
|||||
Variable-Rate Swapped to Fixed-Rate Loan:
|
|
|
|
|
|
|
|
|||||
EY Plaza (8)
|
11/27/2020
|
|
3.88
|
%
|
|
230,000
|
|
|
230,000
|
|
||
Total floating-rate debt
|
|
|
|
|
1,300,796
|
|
|
1,023,186
|
|
|||
|
|
|
|
|
|
|
|
|||||
Fixed-Rate Debt:
|
|
|
|
|
|
|
|
|||||
BOA Plaza
|
9/1/2024
|
|
4.05
|
%
|
|
400,000
|
|
|
400,000
|
|
||
Gas Company Tower
|
8/6/2021
|
|
3.47
|
%
|
|
319,000
|
|
|
319,000
|
|
||
Gas Company Tower
|
8/6/2021
|
|
6.50
|
%
|
|
131,000
|
|
|
131,000
|
|
||
FIGat7th
|
3/1/2023
|
|
3.88
|
%
|
|
58,500
|
|
|
58,500
|
|
||
Total fixed-rate debt
|
|
|
|
|
908,500
|
|
|
908,500
|
|
|||
|
|
|
|
|
|
|
|
|||||
Debt Refinanced:
|
|
|
|
|
|
|
|
|||||
777 Tower
|
|
|
|
|
—
|
|
|
220,000
|
|
|||
Total debt refinanced
|
|
|
|
|
—
|
|
|
220,000
|
|
|||
|
|
|
|
|
|
|
|
|||||
Total secured debt
|
|
|
|
|
2,209,296
|
|
|
2,151,686
|
|
|||
Less: unamortized debt financing costs
|
|
|
|
9,316
|
|
|
10,962
|
|
||||
Total secured debt, net
|
|
|
|
|
$
|
2,199,980
|
|
|
$
|
2,140,724
|
|
(1)
|
This loan bears interest at LIBOR plus 1.65%. As required by the loan agreement, we have entered into an interest rate cap contract that limits the LIBOR portion of the interest rate to 4.25%. Brookfield DTLA has three options to extend the maturity date of this loan, each for a period of one year, as long as the maturity dates of both of the mezzanine loans are extended when the maturity date of the mortgage loan is extended. As of December 31, 2019, we meet the criteria specified in the loan agreement to extend this loan.
|
(2)
|
This loan bears interest at LIBOR plus 4.00%. As required by the loan agreement, we have entered into an interest rate cap contract that limits the LIBOR portion of the interest rate to 4.25%. Brookfield DTLA has three options to extend the maturity date of this loan, each for a period of one year, as long as the maturity date of the other mezzanine loan is extended when the maturity date of the mortgage loan is extended. As of December 31, 2019, we meet the criteria specified in the loan agreement to extend the mortgage loan.
|
(3)
|
This loan bears interest at LIBOR plus 5.00%. As required by the loan agreement, we have entered into an interest rate cap contract that limits the LIBOR portion of the interest rate to 4.25%. Brookfield DTLA has three options to extend the maturity date of this loan, each for a period of one year, as long as the maturity date of the other mezzanine loan is extended when the maturity date of the mortgage loan is extended. As of December 31, 2019, we meet the criteria specified in the loan agreement to extend the mortgage loan. On September 30, 2019, BAM acquired a significant interest in a company whose subsidiary is the lender of this loan. See Note 15—“Related Party Transactions.”
|
(4)
|
This loan bears interest at LIBOR plus 1.80%. As required by the loan agreement, we have entered into an interest rate cap contract that limits the LIBOR portion of the interest rate to 4.50%. Brookfield DTLA has two options to extend the maturity date of this loan, each for a period of one year. As of December 31, 2019, a future advance amount of $29.2 million is available under this loan that can be drawn to fund approved leasing costs (as defined in the underlying loan agreement), including tenant improvements and inducements, leasing commissions, and common area improvements.
|
(5)
|
This loan bears interest at LIBOR plus 1.60%. As required by the loan agreement, we have entered into an interest rate cap contract that limits the LIBOR portion of the interest rate to 4.00%. As of December 31, 2019, a future advance amount of $36.8 million is available under this loan that can be drawn to fund approved leasing costs (as defined in the underlying loan agreements), including tenant improvements and inducements, and leasing commissions. The Company can draw against this future advance amount as long as a pro rata draw is made against the mezzanine loan future advance amount.
|
(6)
|
This loan bears interest at LIBOR plus 4.15%. As required by the loan agreement, we have entered into an interest rate cap contract that limits the LIBOR portion of the interest rate to 4.00%. As of December 31, 2019, a future advance amount of $6.8 million is available under this loan that can be drawn to fund approved leasing costs (as defined in the underlying loan agreements), including tenant improvements and inducements, and leasing commissions. The Company can draw against this future advance amount as long as a pro rata draw is made against the mortgage loan future advance amount.
|
(7)
|
This loan bears interest at LIBOR plus 4.55%. As required by the loan agreement, we have entered into an interest rate cap contract that limits the LIBOR portion of the interest rate to 3.50%.
|
(8)
|
This loan bears interest at LIBOR plus 1.65%. As required by the loan agreement, we have entered into interest rate swap contracts to hedge this loan, which effectively fix the LIBOR portion of the interest rate at 2.28%. The effective interest rate of 3.88% includes interest on the swaps.
|
2020
|
$
|
765,000
|
|
2021
|
710,796
|
|
|
2022
|
—
|
|
|
2023
|
58,500
|
|
|
2024
|
675,000
|
|
|
|
$
|
2,209,296
|
|
|
As of December 31,
|
||||||
|
2019
|
|
2018
|
||||
|
|
|
|
||||
Tenant improvements and inducements payable
|
$
|
29,140
|
|
|
$
|
27,862
|
|
Unearned rent and tenant payables
|
23,817
|
|
|
17,077
|
|
||
Accrued capital expenditures and leasing commissions
|
18,205
|
|
|
9,844
|
|
||
Accrued expenses and other liabilities
|
8,683
|
|
|
8,895
|
|
||
Accounts payable and other liabilities
|
$
|
79,845
|
|
|
$
|
63,678
|
|
|
|
Number of
Shares of
Series A
Preferred
Stock
|
|
Series A
Preferred
Stock
|
|
Noncontrolling Interests
|
|
Total
Mezzanine
Equity
|
|||||||||||||||
|
|
|
|
Series A-1
Preferred
Interest
|
|
Senior
Participating
Preferred
Interest
|
|
Series B
Preferred
Interest
|
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance, December 31, 2016
|
|
9,730,370
|
|
|
$
|
372,852
|
|
|
$
|
366,297
|
|
|
$
|
25,019
|
|
|
$
|
65,364
|
|
|
$
|
829,532
|
|
Issuance of Series B preferred interest
|
|
|
|
|
|
|
|
|
|
111,492
|
|
|
111,492
|
|
|||||||||
Dividends
|
|
|
|
18,548
|
|
|
|
|
|
|
|
|
18,548
|
|
|||||||||
Preferred returns
|
|
|
|
|
|
17,213
|
|
|
|
|
13,435
|
|
|
30,648
|
|
||||||||
Redemption measurement adjustments
|
|
|
|
|
|
|
|
479
|
|
|
|
|
479
|
|
|||||||||
Contributions from noncontrolling
interests
|
|
|
|
|
|
|
|
520
|
|
|
|
|
520
|
|
|||||||||
Distributions to noncontrolling interests
|
|
|
|
|
|
|
|
(470
|
)
|
|
—
|
|
|
(470
|
)
|
||||||||
Balance, December 31, 2017
|
|
9,730,370
|
|
|
391,400
|
|
|
383,510
|
|
|
25,548
|
|
|
190,291
|
|
|
990,749
|
|
|||||
Issuance of Series B preferred interest
|
|
|
|
|
|
|
|
|
|
—
|
|
|
—
|
|
|||||||||
Dividends
|
|
|
|
18,532
|
|
|
|
|
|
|
|
|
18,532
|
|
|||||||||
Preferred returns
|
|
|
|
|
|
17,306
|
|
|
|
|
17,961
|
|
|
35,267
|
|
||||||||
Redemption measurement adjustments
|
|
|
|
|
|
|
|
1,482
|
|
|
|
|
1,482
|
|
|||||||||
Contributions from noncontrolling
interests
|
|
|
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|||||||||
Distributions to noncontrolling interests
|
|
|
|
|
|
|
|
(3,587
|
)
|
|
(26,554
|
)
|
|
(30,141
|
)
|
||||||||
Balance, December 31, 2018
|
|
9,730,370
|
|
|
409,932
|
|
|
400,816
|
|
|
23,443
|
|
|
181,698
|
|
|
1,015,889
|
|
|||||
Issuance of Series B preferred interest
|
|
|
|
|
|
|
|
|
|
40,700
|
|
|
40,700
|
|
|||||||||
Dividends
|
|
|
|
18,548
|
|
|
|
|
|
|
|
|
18,548
|
|
|||||||||
Preferred returns
|
|
|
|
|
|
17,213
|
|
|
|
|
18,049
|
|
|
35,262
|
|
||||||||
Redemption measurement adjustments
|
|
|
|
|
|
|
|
(1,017
|
)
|
|
|
|
(1,017
|
)
|
|||||||||
Contributions from noncontrolling
interests
|
|
|
|
|
|
|
|
538
|
|
|
|
|
538
|
|
|||||||||
Repurchases of noncontrolling interests
|
|
|
|
|
|
|
|
|
|
(34,521
|
)
|
|
(34,521
|
)
|
|||||||||
Distributions to noncontrolling interests
|
|
|
|
|
|
|
|
(602
|
)
|
|
(20,574
|
)
|
|
(21,176
|
)
|
||||||||
Balance, December 31, 2019
|
|
9,730,370
|
|
|
$
|
428,480
|
|
|
$
|
418,029
|
|
|
$
|
22,362
|
|
|
$
|
185,352
|
|
|
$
|
1,054,223
|
|
|
For the Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
|
|
|
|
||||||
Balance at beginning of year
|
$
|
(224
|
)
|
|
$
|
(574
|
)
|
|
$
|
(3,373
|
)
|
Other comprehensive (loss) income
before reclassifications
|
(2,117
|
)
|
|
1,548
|
|
|
2,799
|
|
|||
Amounts reclassified from accumulated
other comprehensive loss |
—
|
|
|
(1,198
|
)
|
|
—
|
|
|||
Net current-year other comprehensive (loss) income
|
(2,117
|
)
|
|
350
|
|
|
2,799
|
|
|||
Balance at end of year
|
$
|
(2,341
|
)
|
|
$
|
(224
|
)
|
|
$
|
(574
|
)
|
|
|
|
|
Fair Value Measurements Using
|
||||||||||||
|
|
Total
Fair
Value
|
|
Quoted Prices in
Active Markets
for Identical
(Liabilities) Assets
(Level 1)
|
|
Significant
Other
Observable Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
Interest rate swaps at:
|
|
|
|
|
|
|
|
|
||||||||
December 31, 2019
|
|
$
|
(1,143
|
)
|
|
$
|
—
|
|
|
$
|
(1,143
|
)
|
|
$
|
—
|
|
December 31, 2018
|
|
974
|
|
|
—
|
|
|
974
|
|
|
—
|
|
||||
December 31, 2017
|
|
(574
|
)
|
|
—
|
|
|
(574
|
)
|
|
—
|
|
|
Fair Value as of December 31,
|
||||||
|
2019
|
|
2018
|
||||
Derivatives designated as hedging instruments:
|
|
|
|
||||
Interest rate swap assets
|
$
|
—
|
|
|
$
|
974
|
|
Interest rate swap liabilities
|
(1,143
|
)
|
|
—
|
|
|
Amount of
(Loss) Gain
Recognized in AOCL
|
|
Amount of Gain
Reclassified from
AOCL to Statement
of Operations
|
||||
Derivatives designated as hedging instruments:
|
|
|
|
||||
Interest rate swaps for the years ended:
|
|
|
|
||||
December 31, 2019
|
$
|
(2,117
|
)
|
|
$
|
—
|
|
December 31, 2018
|
1,548
|
|
|
1,198
|
|
||
December 31, 2017
|
2,799
|
|
|
—
|
|
|
|
Notional
Amount
|
|
Swap
Rate
|
|
LIBOR
Spread
|
|
Effective
Interest
Rate
|
|
Expiration
Date
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|||||
Interest rate swap
|
|
$
|
168,151
|
|
|
2.18
|
%
|
|
1.65
|
%
|
|
3.83
|
%
|
|
11/2/2020
|
Interest rate swap
|
|
54,206
|
|
|
2.47
|
%
|
|
1.65
|
%
|
|
4.12
|
%
|
|
11/2/2020
|
|
|
|
$
|
222,357
|
|
|
2.28
|
%
|
|
1.65
|
%
|
|
3.88
|
%
|
|
|
|
As of December 31,
|
||||||
|
2019
|
|
2018
|
||||
|
|
|
|
||||
Wells Fargo Center–North Tower
|
$
|
400,000
|
|
|
$
|
400,000
|
|
Wells Fargo Center–North Tower
|
65,000
|
|
|
65,000
|
|
||
Wells Fargo Center–North Tower
|
35,000
|
|
|
35,000
|
|
||
Wells Fargo Center–South Tower
|
290,000
|
|
|
290,000
|
|
||
777 Tower
|
268,600
|
|
|
220,000
|
|
||
777 Tower
|
50,000
|
|
|
—
|
|
||
EY Plaza
|
35,000
|
|
|
35,000
|
|
||
|
$
|
1,143,600
|
|
|
$
|
1,045,000
|
|
|
As of December 31,
|
||||||
|
2019
|
|
2018
|
||||
|
|
|
|
||||
Estimated fair value
|
$
|
2,210,389
|
|
|
$
|
2,142,813
|
|
Carrying amount
|
2,209,296
|
|
|
2,151,686
|
|
|
For the Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
|
|
|
|
||||||
Property management fee expense
|
$
|
8,479
|
|
|
$
|
8,111
|
|
|
$
|
8,136
|
|
Asset management fee expense
|
6,161
|
|
|
6,330
|
|
|
6,330
|
|
|||
Leasing and construction management fees
|
5,051
|
|
|
3,209
|
|
|
5,198
|
|
|||
Development management fees (1)
|
991
|
|
|
—
|
|
|
—
|
|
|||
General, administrative and reimbursable expenses
|
2,865
|
|
|
3,007
|
|
|
2,613
|
|
(1)
|
Amount presented is calculated by applying the Company’s ownership interest percentage in the unconsolidated real estate joint venture as of period end to the amounts capitalized during the period. Amounts capitalized prior to May 31, 2019 (the date our wholly‑owned interests in the Property Owner were transferred to the joint venture) are reported at 100%.
|
|
For the Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
|
|
|
|
||||||
Insurance expense
|
$
|
9,286
|
|
|
$
|
8,026
|
|
|
$
|
7,795
|
|
|
For the Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
|
|
|
|
||||||
Lease income
|
$
|
5,916
|
|
|
$
|
1,928
|
|
|
$
|
—
|
|
Interest and other revenue
|
208
|
|
|
—
|
|
|
—
|
|
|||
Rental property operating and maintenance expense (1)
|
676
|
|
|
862
|
|
|
579
|
|
|||
Other expense
|
142
|
|
|
—
|
|
|
—
|
|
|||
Interest expense (2)
|
613
|
|
|
—
|
|
|
—
|
|
(1)
|
Amounts presented are for purchases of chilled water for air conditioning at one of the Company’s properties.
|
(2)
|
On September 30, 2019, BAM acquired a significant interest in Oaktree Capital Management, L.P., whose subsidiary is the lender of the $35.0 million mezzanine loan due from Wells Fargo Center–North Tower. Interest payable to the lender totals $112 thousand and is presented as part of accounts payable and other liabilities in the consolidated balance sheet as of December 31, 2019. See Note 7—“Secured Debt, Net.”
|
2020
|
$
|
164,816
|
|
2021
|
165,161
|
|
|
2022
|
152,236
|
|
|
2023
|
139,245
|
|
|
2024
|
121,143
|
|
|
Thereafter
|
634,167
|
|
|
|
$
|
1,376,768
|
|
|
First Quarter
|
|
Second Quarter
|
|
Third Quarter
|
|
Fourth Quarter
|
||||||||
|
(In thousands)
|
||||||||||||||
Year Ended December 31, 2019
|
|
|
|
|
|
|
|
||||||||
Total revenue
|
$
|
76,207
|
|
|
$
|
79,166
|
|
|
$
|
79,612
|
|
|
$
|
82,860
|
|
Total expenses
|
89,540
|
|
|
90,383
|
|
|
90,815
|
|
|
96,465
|
|
||||
Total other income (loss) (1)
|
—
|
|
|
14,688
|
|
|
(29
|
)
|
|
8,038
|
|
||||
Net (loss) income
|
(13,333
|
)
|
|
3,471
|
|
|
(11,232
|
)
|
|
(5,567
|
)
|
||||
Net loss (income) attributable to
noncontrolling interests:
|
|
|
|
|
|
|
|
||||||||
Series A-1 preferred interest returns
|
4,303
|
|
|
4,303
|
|
|
4,303
|
|
|
4,304
|
|
||||
Senior participating preferred interest
redemption measurement adjustments
|
(572
|
)
|
|
(179
|
)
|
|
602
|
|
|
(868
|
)
|
||||
Series B preferred interest returns
|
4,091
|
|
|
4,591
|
|
|
4,966
|
|
|
4,401
|
|
||||
Series B common interest –
allocation of net loss
|
9,925
|
|
|
18,659
|
|
|
5,260
|
|
|
1,337
|
|
||||
Net loss attributable to Brookfield DTLA
|
(31,080
|
)
|
|
(23,903
|
)
|
|
(26,363
|
)
|
|
(14,741
|
)
|
||||
Series A preferred stock dividends
|
4,637
|
|
|
4,637
|
|
|
4,637
|
|
|
4,637
|
|
||||
Net loss attributable to common interest
holders of Brookfield DTLA
|
$
|
(35,717
|
)
|
|
$
|
(28,540
|
)
|
|
$
|
(31,000
|
)
|
|
$
|
(19,378
|
)
|
(1)
|
In May 2019, Brookfield DTLA Fund Properties II LLC, a wholly-owned subsidiary of Brookfield DTLA, entered into an agreement to contribute and transfer all of its wholly-owned interests in Brookfield DTLA 4050/755 Inc. in exchange for noncontrolling interests in a newly formed joint venture, which resulted in the derecognition of the assets of 755 South Figueroa, a residential development property. As a result of the derecognition of assets, the Company recognized a gain on representing the difference between the amount of consideration measured and allocated to the assets and their carrying amount as part of other income during the Second Quarter of 2019 consolidated statement of operations. The consideration allocated to the assets contributed to the joint venture by New OP increased by $9.8 million during the Fourth Quarter of 2019 as a result of an amendment to the Existing Agreement, and an additional gain was recognized in the consolidated statement of operations as part of other income.
|
|
First Quarter
|
|
Second Quarter
|
|
Third Quarter
|
|
Fourth Quarter
|
||||||||
|
(In thousands)
|
||||||||||||||
Year Ended December 31, 2018
|
|
|
|
|
|
|
|
||||||||
Total revenue
|
$
|
75,211
|
|
|
$
|
84,194
|
|
|
$
|
77,151
|
|
|
$
|
79,124
|
|
Total expenses
|
84,990
|
|
|
89,458
|
|
|
91,789
|
|
|
94,100
|
|
||||
Net loss
|
(9,779
|
)
|
|
(5,264
|
)
|
|
(14,638
|
)
|
|
(14,976
|
)
|
||||
Net loss (income) attributable to
noncontrolling interests:
|
|
|
|
|
|
|
|
||||||||
Series A-1 preferred interest returns
|
4,303
|
|
|
4,303
|
|
|
4,303
|
|
|
4,397
|
|
||||
Senior participating preferred interest
redemption measurement adjustments
|
1,657
|
|
|
768
|
|
|
220
|
|
|
(1,163
|
)
|
||||
Series B preferred interest returns
|
3,879
|
|
|
3,921
|
|
|
3,965
|
|
|
6,196
|
|
||||
Series B common interest –
allocation of net (loss) income
|
(12,695
|
)
|
|
(9,889
|
)
|
|
(14,531
|
)
|
|
65,458
|
|
||||
Net loss attributable to Brookfield DTLA
|
(6,923
|
)
|
|
(4,367
|
)
|
|
(8,595
|
)
|
|
(89,864
|
)
|
||||
Series A preferred stock dividends
|
4,637
|
|
|
4,637
|
|
|
4,637
|
|
|
4,621
|
|
||||
Net loss attributable to common interest
holders of Brookfield DTLA
|
$
|
(11,560
|
)
|
|
$
|
(9,004
|
)
|
|
$
|
(13,232
|
)
|
|
$
|
(94,485
|
)
|
|
|
Encum-
brances
|
|
Initial Cost
to Company
|
|
Costs Capitalized
Subsequent to
Acquisition
|
|
Gross Amount at Which
Carried at Close of Period
|
|
Accum-
ulated
Depre-
ciation (3)
|
|
Year
Acquired
or
Con-
structed (4)
|
||||||||||||||||||||||||||
|
Land
|
|
Buildings and
Improve-
ments
|
Improve-
ments
|
|
Carrying
Costs
|
Land
|
|
Buildings
and
Improve-
ments (1)
|
|
Total (2)
|
|||||||||||||||||||||||||||
Los Angeles, CA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Wells Fargo Center–
North Tower
333 S. Grand
Avenue
|
|
$
|
500,000
|
|
|
$
|
41,024
|
|
|
$
|
455,741
|
|
|
$
|
125,794
|
|
|
$
|
—
|
|
|
$
|
41,024
|
|
|
$
|
581,535
|
|
|
$
|
622,559
|
|
|
$
|
89,600
|
|
|
2013 A
|
BOA Plaza
333 S. Hope Street |
|
400,000
|
|
|
54,163
|
|
|
343,976
|
|
|
78,322
|
|
|
—
|
|
|
54,163
|
|
|
422,298
|
|
|
476,461
|
|
|
103,525
|
|
|
2006 A
|
|||||||||
Wells Fargo Center–
South Tower
355 S. Grand
Avenue
|
|
260,796
|
|
|
21,231
|
|
|
398,238
|
|
|
75,237
|
|
|
—
|
|
|
21,231
|
|
|
473,475
|
|
|
494,706
|
|
|
59,288
|
|
|
2013 A
|
|||||||||
Gas Company
Tower 525-555 W. Fifth Street |
|
450,000
|
|
|
20,742
|
|
|
394,378
|
|
|
77,489
|
|
|
—
|
|
|
20,742
|
|
|
471,867
|
|
|
492,609
|
|
|
63,914
|
|
|
2013 A
|
|||||||||
EY Plaza
725 S. Figueroa
Street |
|
265,000
|
|
|
47,385
|
|
|
242,557
|
|
|
97,124
|
|
|
—
|
|
|
47,385
|
|
|
339,681
|
|
|
387,066
|
|
|
87,597
|
|
|
2006 A
|
|||||||||
777 Tower
777 S. Figueroa
Street |
|
275,000
|
|
|
38,010
|
|
|
296,964
|
|
|
41,113
|
|
|
—
|
|
|
38,010
|
|
|
338,077
|
|
|
376,087
|
|
|
43,560
|
|
|
2013 A
|
|||||||||
FIGat7th
735 S. Figueroa
Street |
|
58,500
|
|
|
—
|
|
|
44,743
|
|
|
31,344
|
|
|
—
|
|
|
—
|
|
|
76,087
|
|
|
76,087
|
|
|
18,921
|
|
|
2013 C
|
|||||||||
|
|
$
|
2,209,296
|
|
|
$
|
222,555
|
|
|
$
|
2,176,597
|
|
|
$
|
526,423
|
|
|
$
|
—
|
|
|
$
|
222,555
|
|
|
$
|
2,703,020
|
|
|
$
|
2,925,575
|
|
|
$
|
466,405
|
|
|
|
(1)
|
Land improvements are combined with building improvements for financial reporting purposes and are carried at cost.
|
(2)
|
The aggregate gross cost of Brookfield DTLA’s investments in real estate for federal income tax purposes approximated $2.7 billion as of December 31, 2019.
|
(3)
|
Depreciation in the consolidated statement of operations is computed on a straight-line basis over the following estimated useful lives: buildings (60 years), building improvements (ranging from 5 years to 25 years), and tenant improvements (the shorter of the useful life or the applicable lease term).
|
(4)
|
Year represents either the year the property was acquired by the Company (“A”) or the year the property was placed in service by the Company after construction was completed (“C”).
|
|
For the Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Investments in Real Estate
|
|
|
|
|
|
||||||
Balance at beginning of year
|
$
|
2,834,450
|
|
|
$
|
2,756,322
|
|
|
$
|
2,740,773
|
|
Additions during the year:
|
|
|
|
|
|
||||||
Improvements
|
148,637
|
|
|
78,128
|
|
|
75,847
|
|
|||
Deductions during the year:
|
|
|
|
|
|
||||||
Dispositions
|
20,139
|
|
|
—
|
|
|
—
|
|
|||
Other (1)
|
37,373
|
|
|
—
|
|
|
60,298
|
|
|||
Balance at end of year
|
$
|
2,925,575
|
|
|
$
|
2,834,450
|
|
|
$
|
2,756,322
|
|
(1)
|
During the years ended December 31, 2019 and 2017, the amount reported represents the cost of fully depreciated buildings and improvements and tenant improvements written off during the period.
|
|
For the Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Accumulated Depreciation
|
|
|
|
|
|
||||||
Balance at beginning of year
|
$
|
418,205
|
|
|
$
|
342,465
|
|
|
$
|
329,149
|
|
Additions during the year:
|
|
|
|
|
|
||||||
Depreciation expense
|
85,573
|
|
|
75,740
|
|
|
73,614
|
|
|||
Deductions during the year:
|
|
|
|
|
|
||||||
Other (1)
|
37,373
|
|
|
—
|
|
|
60,298
|
|
|||
Balance at end of year
|
$
|
466,405
|
|
|
$
|
418,205
|
|
|
$
|
342,465
|
|
(1)
|
During the years ended December 31, 2019 and 2017, the amount reported represents the accumulated depreciation of fully depreciated buildings and improvements and tenant improvements written off during the period.
|
Item 9.
|
Changes in and Disagreements With Accountants on Accounting
|
|||
|
and Financial Disclosure.
|
Item 10.
|
Directors, Executive Officers and Corporate Governance.
|
Name
|
|
Age
|
|
Position
|
|
Executive
Officer
Since
|
|
|
|
|
|
|
|
G. Mark Brown
|
|
55
|
|
Chairman of the Board and Principal
Executive Officer of Brookfield DTLA
(also a Managing Partner in Brookfield
Asset Management’s real estate group)
|
|
2017
|
Bryan D. Smith
|
|
49
|
|
Chief Financial Officer of Brookfield DTLA
(also a Senior Vice President in Brookfield
Asset Management’s real estate group)
|
|
2018
|
Name
|
|
Age
|
|
Position
|
|
Director
Since
|
|
|
|
|
|
|
|
G. Mark Brown
|
|
55
|
|
Director (also Chairman of the Board and
Principal Executive Officer of
Brookfield DTLA, and a Managing Partner
in Brookfield Asset Management’s real
estate group)
|
|
2013
|
Michelle L. Campbell
|
|
49
|
|
Director (also Senior Vice President, Secretary
of Brookfield DTLA and Senior Vice President
in Brookfield Asset Management’s real
estate group)
|
|
2014
|
Andrew Dakos
|
|
54
|
|
Director
|
|
2017
|
Murray Goldfarb
|
|
45
|
|
Director (also a Managing Partner in
Brookfield Asset Management’s
real estate group)
|
|
2018
|
Phillip Goldstein
|
|
75
|
|
Director
|
|
2017
|
Ian Parker
|
|
55
|
|
Director (also Chief Operating Officer of
Brookfield DTLA and Chief Operating
Officer for Brookfield Properties
in the Western US and Canada)
|
|
2017
|
Robert L. Stelzl
|
|
74
|
|
Director
|
|
2014
|
Name (1)
|
|
Fees Earned or
Paid in Cash ($) (2)
|
|
Total ($)
|
||
(a)
|
|
(b)
|
|
(h)
|
||
Andrew Dakos
|
|
65,000
|
|
|
65,000
|
|
Phillip Goldstein
|
|
55,000
|
|
|
55,000
|
|
Robert L. Stelzl
|
|
65,000
|
|
|
65,000
|
|
(1)
|
Each non-independent member of the board of directors does not receive any additional compensation from the Company for his or her services as a director.
|
(2)
|
Amounts shown in Column (b) are those earned during the fiscal year ended December 31, 2019 by independent members of the board of directors consisting of an annual retainer fee of $55,000 and, in the case of Messrs. Dakos and Stelzl, an annual Audit Committee fee of $10,000.
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management
|
|||
|
and Related Stockholder Matters.
|
Name and Address of Beneficial Owner
|
|
Amount and
Nature of
Beneficial
Ownership (1)
|
|
Percent of
Class (1)
|
||
(a)
|
|
(b)
|
|
(c)
|
||
Kawa Capital Management Inc. (2)
21500 Biscayne Boulevard
Suite 700
Aventura, FL 33180
|
|
491,772
|
|
|
5.05
|
%
|
(1)
|
Under Rule 13d-3 of the Exchange Act, certain shares may be deemed to be beneficially owned by more than one person (if, for example, a person shares the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of Series A preferred stock actually outstanding as of March 20, 2020.
|
(2)
|
Information regarding Kawa Capital Management Inc. (“Kawa”) was obtained from a Schedule 13G/A, filed with the SEC by Kawa on February 14, 2020. Kawa reported that, at February 14, 2020, the following entity and natural person possessed shared power to vote, and shared power to direct the disposition of, the respective amount of shares that follow: Kawa–491,772; and Mr. Daniel Ades–491,772.
|
Item 13.
|
Certain Relationships and Related Transactions, and Director Independence.
|
|
For the Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
|
|
|
|
||||||
Property management fee expense
|
$
|
8,479
|
|
|
$
|
8,111
|
|
|
$
|
8,136
|
|
Asset management fee expense
|
6,161
|
|
|
6,330
|
|
|
6,330
|
|
|||
Leasing and construction management fees
|
5,051
|
|
|
3,209
|
|
|
5,198
|
|
|||
Development management fees (1)
|
991
|
|
|
—
|
|
|
—
|
|
|||
General, administrative and reimbursable expenses
|
2,865
|
|
|
3,007
|
|
|
2,613
|
|
(1)
|
Amount presented is calculated by applying the Company’s ownership interest percentage in the unconsolidated real estate joint venture as of period end to the amounts capitalized during the period. Amounts capitalized prior to May 31, 2019 (the date our wholly‑owned interests in Brookfield DTLA 4050/755 Inc. were transferred to the joint venture) are reported at 100%.
|
|
For the Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
|
|
|
|
||||||
Insurance expense
|
$
|
9,286
|
|
|
$
|
8,026
|
|
|
$
|
7,795
|
|
|
For the Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
|
|
|
|
||||||
Lease income
|
$
|
5,916
|
|
|
$
|
1,928
|
|
|
$
|
—
|
|
Interest and other revenue
|
208
|
|
|
—
|
|
|
—
|
|
|||
Rental property operating and maintenance expense (1)
|
676
|
|
|
862
|
|
|
579
|
|
|||
Other expense
|
142
|
|
|
—
|
|
|
—
|
|
|||
Interest expense (2)
|
613
|
|
|
—
|
|
|
—
|
|
(1)
|
Amounts presented are for purchases of chilled water for air conditioning at one of the Company’s properties.
|
(2)
|
On September 30, 2019, BAM acquired a significant interest in Oaktree Capital Management, L.P., whose subsidiary is the lender of the $35.0 million mezzanine loan due from Wells Fargo Center–North Tower. Interest payable to the lender totals $112 thousand as of December 31, 2019. See Part II, Item 8. “Financial Statements and Supplementary Data—Notes to Consolidated Financial Statements—Note 7 “Secured Debt, Net.”
|
Fees (1)
|
|
For the Year Ended December 31,
|
||||||
|
2019
|
|
2018
|
|||||
|
|
|
|
|
||||
Audit fees (2)
|
|
$
|
776,100
|
|
|
$
|
754,100
|
|
Audit-related fees
|
|
—
|
|
|
—
|
|
||
Tax fees
|
|
—
|
|
|
—
|
|
||
All other fees
|
|
—
|
|
|
—
|
|
||
|
|
$
|
776,100
|
|
|
$
|
754,100
|
|
(1)
|
All services rendered for these fees were pre-approved in accordance with the Audit Committee’s policy regarding the approval of audit and non-audit services provided by the external auditor.
|
(2)
|
Audit fees consist of fees for professional services provided in connection with the audits of the Company’s annual consolidated financial statements, audits of the Company’s subsidiaries required for statute or otherwise, and the performance of interim reviews of the Company’s quarterly unaudited condensed consolidated financial statements.
|
(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, 2019, 2018 and 2017
|
||||
|
|
All financial statement schedules are omitted because they are not applicable, or the
|
||||
|
|
required information is included in the consolidated financial statements or
|
||||
|
|
notes thereto. See Part II, Item 8. “Financial Statements and Supplementary Data.”
|
||||
|
|
|
|
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
|
|
Articles of Incorporation
of Brookfield DTLA Fund
Office Trust Investor Inc.
|
|
S-4
|
|
333-189273
|
|
3.1
|
|
June 12, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Second Amended and
Restated Bylaws of
Brookfield DTLA Fund
Office Trust Investor Inc.
|
|
8-K
|
|
001-36135
|
|
3.2
|
|
August 14, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Articles of Incorporation
of Brookfield DTLA
Fund Office Trust Inc.
|
|
S-4
|
|
333-189273
|
|
3.3
|
|
June 12, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bylaws of Brookfield
DTLA Fund Office
Trust Inc.
|
|
S-4
|
|
333-189273
|
|
3.4
|
|
June 12, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Articles of Amendment of
Brookfield DTLA Fund
Office Trust Inc.
|
|
S-4/A
|
|
333-189273
|
|
3.5
|
|
October 9, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incorporated by Reference
|
||||||
Exhibit No.
|
|
Exhibit Description
|
|
Form
|
|
File No.
|
|
Exhibit No.
|
|
Filing Date
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Form of Certificate of
Series A Preferred Stock
of Brookfield DTLA Fund
Office Trust Investor Inc.
|
|
10-K
|
|
001-36135
|
|
4.1
|
|
April 8, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Form of Indemnification
Agreement of Brookfield
DTLA Fund Office
Trust Investor Inc.
|
|
8-K
|
|
001-36135
|
|
10.1
|
|
November 4, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Limited Liability
Company Agreement of
Brookfield DTLA Fund
Properties II LLC
|
|
8-K
|
|
001-36135
|
|
10.1
|
|
April 1, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Limited Liability
Company Agreement of
Brookfield DTLA Fund
Properties III LLC
|
|
8-K
|
|
001-36135
|
|
10.2
|
|
April 1, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loan Agreement dated
as of February 6, 2018
by and between
BOP FIGat7th LLC,
as Borrower, and
Metropolitan Life
Insurance Company,
as Lender
|
|
8-K
|
|
001-36135
|
|
10.3
|
|
April 1, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incorporated by Reference
|
||||||
Exhibit No.
|
|
Exhibit Description
|
|
Form
|
|
File No.
|
|
Exhibit No.
|
|
Filing Date
|
|
|
|
|
|
|
|
|
|
|
|
|
Guaranty as of
February 6, 2018 by
Brookfield DTLA
Holdings LLC
(“Guarantor”) in favor of
Metropolitan Life
Insurance Company
(“Lender”)
|
|
10-K
|
|
001-36135
|
|
10.5
|
|
April 1, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amended and Restated
Loan Agreement dated as
of March 29, 2018, by and
among EYP Realty, LLC,
as Borrower, Wells Fargo
Bank, National
Association, as
Administrative Agent,
Wells Fargo Securities,
LLC, as Sole Lead
Arranger and Sole
Bookrunner, Landesbank
Baden-Württemberg,
New York Branch, as
Documentation Agent and
the Financial Institutions
now or hereafter
signatories hereto and
their assignees pursuant to
Section 13.12, as Lenders
|
|
8-K
|
|
001-36135
|
|
10.4
|
|
April 1, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mezzanine Loan
Agreement dated as of
March 29, 2018 by and
among EYP Mezzanine,
LLC, as Borrower, and
RVP Mezz Debt 1 LLC,
as Lender
|
|
8-K
|
|
001-36135
|
|
10.5
|
|
April 1, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mezzanine Limited
Guaranty made as of
March 29, 2018 by
Brookfield DTLA
Holdings LLC
(“Guarantor”) in favor of
RVP Mezz Debt 1 LLC
(“Lender”)
|
|
10-K
|
|
001-36135
|
|
10.8
|
|
April 1, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incorporated by Reference
|
||||||
Exhibit No.
|
|
Exhibit Description
|
|
Form
|
|
File No.
|
|
Exhibit No.
|
|
Filing Date
|
|
|
|
|
|
|
|
|
|
|
|
|
Loan Agreement dated
as of September 21, 2018
among North Tower, LLC,
as Borrower, the Financial
Institutions party hereto
and their Assignees under
Section 18.15, as Lenders,
Citibank, N.A., as
Administrative Agent,
and Citigroup Global
Markets Inc. and Natixis,
New York Branch, as
Joint Lead Arranger
|
|
8-K
|
|
001-36135
|
|
10.6
|
|
April 1, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Completion Guaranty
dated September 21, 2018
by Brookfield DTLA
Holdings LLC (the
“Guarantor”) in favor of
Citibank, N.A. (the
“Administrative Agent”)
and each of the Lenders
|
|
10-K
|
|
001-36135
|
|
10.10
|
|
April 1, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Limited Recourse
Guaranty dated
September 21, 2018 by
Brookfield DTLA
Holdings LLC (the
“Guarantor”) in favor of
Citibank, N.A. (the
“Administrative Agent”)
and each of the Lenders
|
|
10-K
|
|
001-36135
|
|
10.11
|
|
April 1, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unfunded Obligations
Guaranty dated
September 21, 2018 by
Brookfield DTLA
Holdings LLC (the
“Guarantor”) in favor of
Citibank, N.A. (the
“Administrative Agent”)
and each of the Lenders
|
|
10-K
|
|
001-36135
|
|
10.12
|
|
April 1, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mezzanine A Loan
Agreement dated as of
September 21, 2018
between North Tower
Mezzanine, LLC, as
Borrower, and Mirae
Asset Daewoo Co., Ltd.,
as Lender
|
|
8-K
|
|
001-36135
|
|
10.7
|
|
April 1, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incorporated by Reference
|
||||||
Exhibit No.
|
|
Exhibit Description
|
|
Form
|
|
File No.
|
|
Exhibit No.
|
|
Filing Date
|
|
|
|
|
|
|
|
|
|
|
|
|
Mezzanine B Loan
Agreement dated as of
September 21, 2018
between North Tower
Mezzanine II, LLC,
as Borrower, and
Citi Global Markets
Realty Corp., as Lender
|
|
8-K
|
|
001-36135
|
|
10.8
|
|
April 1, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loan Agreement dated
as of July 11, 2016
between
Maguire Properties –
555 W. Fifth, LLC and
Maguire Properties –
350 S. Figueroa, LLC,
collectively, as Borrower,
and Deutsche Bank AG,
New York Branch and
Barclays Bank PLC,
collectively, as Lender
|
|
10-K
|
|
001-36135
|
|
10.7
|
|
March 20, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mezzanine Loan
Agreement dated as of
July 11, 2016 between
Maguire Properties –
555 W. Fifth Mezz
I, LLC, as Borrower,
and Deutsche Bank AG,
New York Branch and
Barclays Bank PLC,
collectively, as Lender
|
|
10-K
|
|
001-36135
|
|
10.8
|
|
March 20, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Guaranty of Recourse
Obligations executed
as of July 11, 2016 by
Brookfield DTLA
Holdings LLC, as
Guarantor, for the benefit
of Deutsche Bank AG,
New York Branch and of
Barclays Bank PLC,
collectively as Lender
|
|
10-K
|
|
001-36135
|
|
10.9
|
|
March 20, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incorporated by Reference
|
||||||
Exhibit No.
|
|
Exhibit Description
|
|
Form
|
|
File No.
|
|
Exhibit No.
|
|
Filing Date
|
|
|
|
|
|
|
|
|
|
|
|
|
Mezzanine Guaranty of
Recourse Obligations
executed as of
July 11, 2016 by
Brookfield DTLA
Holdings LLC, as
Guarantor, for the benefit
of Deutsche Bank AG,
New York Branch and of
Barclays Bank PLC,
collectively as Lender
|
|
10-K
|
|
001-36135
|
|
10.10
|
|
March 20, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loan Agreement, dated as
of October 31, 2019,
by and among
Maguire Properties –
777 Tower LLC,
as Borrower, each of the
financial institutions
initially a signatory
hereto together with their
assignees, as Lenders,
Wells Fargo Bank,
National Association, as
Administrative Agent, and
Wells Fargo Securities
LLC, as Sole Lead
Arranger and Sole
Bookrunner
|
|
8-K
|
|
001-36135
|
|
10.1
|
|
March 26, 2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Limited Guaranty, made
as of October 31, 2019,
by Brookfield DTLA
Holdings LLC, as
Guarantor, in favor of
Wells Fargo Bank,
National Association, as
Administrative Agent on
behalf of the Lenders, and
each of the Lenders party
to the Loan Agreement
|
|
8-K
|
|
001-36135
|
|
10.2
|
|
March 26, 2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mezzanine Loan
Agreement, dated as of
October 31, 2019, by and
among, 777 Tower
Mezzanine, LLC, as
Borrower, and Mesa
West Core Lending
Fund, LLC, as Lender
|
|
8-K
|
|
001-36135
|
|
10.3
|
|
March 26, 2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incorporated by Reference
|
||||||
Exhibit No.
|
|
Exhibit Description
|
|
Form
|
|
File No.
|
|
Exhibit No.
|
|
Filing Date
|
|
|
|
|
|
|
|
|
|
|
|
|
Mezzanine Limited
Guaranty, made as of
October 31, 2019, by
Brookfield DTLA
Holdings LLC, as
Guarantor, in favor of
Mesa West Core Lending
Fund, LLC, as Lender
|
|
8-K
|
|
001-36135
|
|
10.4
|
|
March 26, 2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loan Agreement dated as
of November 5, 2018 by
and among Maguire
Properties–355 S. Grand,
LLC, as Borrower,
Landesbank Hessen-
Thürigen Girozentrale,
New York Branch, as
Administrative Agent,
Barclays Bank PLC, as
Syndication Agent,
Landesbank Hessen-
Thürigen Girozentrale,
Barclays Bank PLC and
Natixis, New York
Branch, as Joint Lead
Arrangers. Landesbank
Hessen-Thürigen
Girozentrale as Hedge
Coordinator, and the
Financial Institutions now
or hereafter signatories
hereto and their assignees,
as Lenders
|
|
8-K
|
|
001-36135
|
|
10.9
|
|
April 1, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Limited Guaranty made
as of November 5, 2018
by Brookfield DTLA
Holdings LLC
(“Guarantor”) in favor of
Landesbank Hessen-
Thüringen Girozentrale,
New York Branch, as
Administrative Agent on
behalf of the Lenders
(together with its
successors and assigns,
“Administrative Agent”)
and each of the Lenders
party to the Loan
Agreement
|
|
8-K
|
|
001-36135
|
|
10.10
|
|
April 1, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incorporated by Reference
|
||||||
Exhibit No.
|
|
Exhibit Description
|
|
Form
|
|
File No.
|
|
Exhibit No.
|
|
Filing Date
|
|
|
|
|
|
|
|
|
|
|
|
|
Loan Agreement, dated as
of August 7, 2014, among
333 South Hope Co. LLC
and 333 South Hope Plant
LLC, collectively,
as Borrower,
Wells Fargo Bank,
National Association,
as Lender, and
Citigroup Global Markets
Realty Corp., as Lender
|
|
10-K
|
|
001-36135
|
|
10.24
|
|
March 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deed of Trust, Assignment
of Leases and Rents,
Security Agreement and
Fixture Filing, dated as of
August 7, 2014, by
333 South Hope Co.
LLC and
333 South Hope Plant
LLC, collectively, as
grantor, to Fidelity
National Title Company,
as trustee, for the benefit
of Wells Fargo Bank,
National Association and
Citigroup Global Markets
Realty Corp., collectively,
as beneficiary
|
|
10-K
|
|
001-36135
|
|
10.25
|
|
March 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Guaranty of Recourse
Obligations dated as of
August 7, 2014
|
|
10-K
|
|
001-36135
|
|
10.26
|
|
March 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reserve Guaranty
dated as of August 7, 2014
|
|
10-K
|
|
001-36135
|
|
10.27
|
|
March 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Side Letter regarding
Reserve Guaranty
dated as of August 7, 2014
|
|
10-K
|
|
001-36135
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10.28
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March 31, 2015
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List of Subsidiaries of the
Registrant as of December 31, 2019 |
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Certification of Principal
Executive Officer dated
March 26, 2020 pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002 |
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Incorporated by Reference
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Exhibit No.
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Exhibit Description
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Form
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File No.
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Exhibit No.
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Filing Date
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Certification of Principal
Financial Officer dated March 26, 2020 pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
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Certification of Principal
Executive Officer and Principal Financial Officer dated March 26, 2020 pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (1) |
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(b)
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Exhibits Required by Item 601 of Regulation S-K
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See Item 3 above.
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(c)
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Financial Statement Schedules
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See Item 2 above.
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__________
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*
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Filed herewith.
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**
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Furnished herewith.
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(1
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This exhibit will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that section.
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Date:
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March 26, 2020
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BROOKFIELD DTLA FUND OFFICE
TRUST INVESTOR INC.
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Registrant
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By:
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/s/ G. MARK BROWN
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G. Mark Brown
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Chairman of the Board
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(Principal executive officer)
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By:
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/s/ BRYAN D. SMITH
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Bryan D. Smith
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Chief Financial Officer
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(Principal financial officer)
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Date:
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March 26, 2020
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By:
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/s/ G. MARK BROWN
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G. Mark Brown
Chairman of the Board
(Principal executive officer)
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March 26, 2020
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By:
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/s/ BRYAN D. SMITH
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Bryan D. Smith
Chief Financial Officer
(Principal financial and accounting officer)
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March 26, 2020
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By:
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/s/ MICHELLE L. CAMPBELL
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Michelle L. Campbell
Senior Vice President, Secretary and Director
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March 26, 2020
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By:
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/s/ ANDREW DAKOS
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Andrew Dakos
Director
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March 26, 2020
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By:
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/s/ MURRAY GOLDFARB
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Murray Goldfarb
Director
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March 26, 2020
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By:
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/s/ PHILLIP GOLDSTEIN
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Phillip Goldstein
Director
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March 26, 2020
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By:
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/s/ IAN PARKER
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Ian Parker
Chief Operating Officer and Director
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March 26, 2020
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By:
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/s/ ROBERT L. STELZL
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Robert L. Stelzl
Director |
Subsidiaries
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Jurisdiction
In Which
Organized
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Percentage of
Voting Securities
Owned Directly
or Indirectly
by Brookfield DTLA
Fund Office Trust
Investor Inc.
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Brookfield DTLA Fund Office Trust Inc.
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Maryland
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100.0
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%
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MPG Office LLC
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Maryland
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100.0
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%
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Brookfield DTLA Fund Properties II LLC
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Delaware
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100.0
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%
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Brookfield DTLA 333 South Grand REIT LLC
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Delaware
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100.0
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%
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Brookfield DTLA 333 Grand Peak TRS LLC
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Delaware
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100.0
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%
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North Tower Mezzanine II, LLC
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Delaware
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100.0
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%
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North Tower Mezzanine, LLC
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Delaware
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100.0
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%
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North Tower, LLC
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Delaware
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100.0
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%
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Brookfield DTLA 333 Grand
Oaktree TRS LLC
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Delaware
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100.0
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%
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Brookfield DTLA 333 Grand
Doubleline TRS LLC
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Delaware
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100.0
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%
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Brookfield DTLA 555 West 5th REIT LLC
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Delaware
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100.0
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%
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Maguire Properties – 350 S. Figueroa Mezzanine, LLC
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Delaware
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100.0
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%
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Maguire Properties – 555 W. Fifth Mezzanine, LLC
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Delaware
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100.0
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%
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Maguire Properties – 555 W. Fifth Mezz III, LLC
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Delaware
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100.0
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%
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Maguire Properties – 555 W. Fifth Mezz II, LLC
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Delaware
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100.0
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%
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Maguire Properties – 555 W. Fifth
Mezz I, LLC
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Delaware
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100.0
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%
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Maguire Properties – 555 W. Fifth, LLC
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Delaware
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100.0
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%
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Maguire Properties – 350 S. Figueroa, LLC
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Delaware
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100.0
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%
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Brookfield DTLA 355 South Grand REIT LLC
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Delaware
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100.0
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%
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Maguire Properties – 355 S. Grand, LLC
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Delaware
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100.0
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%
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Brookfield DTLA 777 South Figueroa REIT LLC
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Delaware
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100.0
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%
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777 Tower Mezzanine, LLC
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Delaware
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100.0
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%
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Maguire Properties – 777 Tower, LLC
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Delaware
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100.0
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%
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Brookfield DTLA Fund Properties III LLC
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Delaware
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100.0
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%
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Brookfield DTLA 725 South Figueroa REIT LLC
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Delaware
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100.0
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%
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EYP Realty Holdings, LLC
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Delaware
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100.0
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%
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EYP Mezzanine, LLC
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Delaware
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100.0
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%
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EYP Realty, LLC
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Delaware
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100.0
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%
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Subsidiaries
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Jurisdiction
In Which
Organized
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Percentage of
Voting Securities
Owned Directly
or Indirectly
by Brookfield DTLA
Fund Office Trust
Investor Inc.
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Brookfield DTLA Figat7th REIT LLC
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Delaware
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100.0
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%
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BOP Figat7th LLC
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Delaware
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100.0
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%
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BOP Figat7th Parking LLC
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Delaware
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100.0
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%
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Brookfield DTLA 333 South Hope REIT LLC
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Delaware
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100.0
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%
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333 South Hope Mezz LLC
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Delaware
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100.0
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%
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333 South Hope Co. LLC
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Delaware
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100.0
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%
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333 South Hope Plant LLC
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Delaware
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100.0
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%
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Brookfield DTLA TRS Inc.
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Delaware
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87.5
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%
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__________
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Note:
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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.
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Date: March 26, 2020
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By:
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/s/ G. MARK BROWN
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G. Mark Brown
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Chairman of the Board
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(Principal executive officer)
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5.
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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):
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Date: March 26, 2020
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By:
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/s/ BRYAN D. SMITH
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Bryan D. Smith
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Chief Financial Officer
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(Principal financial officer)
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(i)
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The Company’s Annual Report on Form 10-K for the period ended December 31, 2019 (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
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(ii)
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Information contained in the Periodic Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Date: March 26, 2020
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By:
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/s/ G. MARK BROWN
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G. Mark Brown
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Chairman of the Board
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(Principal executive officer)
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By:
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/s/ BRYAN D. SMITH
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Bryan D. Smith
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Chief Financial Officer
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(Principal financial officer)
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