MORTGAGES, NOTES AND LOANS PAYABLE, NET

6 Months Ended

Jun. 30, 2020

Mortgages, notes and loans payable, net are summarized as follows:



	June 30,			December 31,
(In thousands)	2020			2019
Fixed-rate debt:
Unsecured 5.375% Senior Notes	$	1,000,000		$	1,000,000
Secured mortgages, notes and loans payable	879,773			884,935
Special Improvement District bonds	22,402			23,725
Variable-rate debt:
Mortgages, notes and loans payable (a)	2,536,978			2,229,958
Unamortized bond issuance costs	(4,808		)	(5,249		)
Unamortized deferred financing costs (b)	(33,282		)	(36,899		)
Total mortgages, notes and loans payable, net	$	4,401,063		$	4,096,470

(a)

As more fully described in Note 9 - Derivative Instruments and Hedging Activities, $705.0 million and $630.1 million of variable‑rate debt has been swapped to a fixed rate for the term of the related debt as of June 30, 2020, and December 31, 2019, respectively. An additional $270.9 million and $184.3 million of variable-rate debt was subject to interest rate collars as of June 30, 2020, and December 31, 2019, respectively, and $75.0 million of variable-rate debt was capped at a maximum interest rate as of both June 30, 2020, and December 31, 2019.


(b)	Deferred financing costs are amortized to interest expense over the terms of the respective financing agreements using the effective interest method (or other methods which approximate the effective interest method).

Certain of the Company’s loans contain provisions which grant the lender a security interest in the operating cash flow of the property that represents the collateral for the loan. Certain mortgage notes may be prepaid subject to a prepayment penalty equal to a yield maintenance premium, defeasance or percentage of the loan balance. As of June 30, 2020, land, buildings and equipment and developments with a net book value of $6.7 billion have been pledged as collateral for HHC’s Mortgages, notes and loans payable, net.

During the second quarter of 2020, the COVID-19 pandemic necessitated temporary closure of some of the Company’s Operating Assets, primarily retail and hospitality properties. As a result of the decline in interim operating results for certain of these properties, as of June 30, 2020, the Company did not meet the debt service coverage ratio required to maintain our outstanding Senior Secured Credit Facility Revolver Loan balance of $61.3 million and a semi-annual operating covenant within our $62.5 million loan for The Woodlands Resort and Conference Center. The Revolver Loan requires a full repayment cure of the outstanding revolver balance for the debt service coverage ratio test. We expect to repay the outstanding balance under the Revolver Loan of $61.3 million during the third quarter of 2020. We remain in full compliance of the $615.0 million Term Loan portion of the Senior Secured Credit Facility. The loan for The Woodlands Resort and Conference Center provides a partial repayment cure for the debt service coverage ratio test. Management plans to negotiate a modification of the existing terms of the Woodlands Resort and Conference Center loan with the lender in the third quarter of 2020 and receive a waiver of the $24.1 million repayment to cure. As of June 30, 2020, the Company did not meet the debt service coverage ratios for two loan agreements related to the Self-Storage Operating Assets. Both loans, which total $10.9 million, provide a partial repayment cure for the debt service coverage ratio test totaling $2.0 million. Management plans to negotiate a modification of the existing terms of the Self-Storage loans or partially repay the loans in the third quarter of 2020.

As of June 30, 2020, apart from the items above, the Company was in compliance with all remaining financial covenants included in the agreements governing its indebtedness.

The Summerlin MPC uses SID bonds to finance certain common infrastructure improvements. These bonds are issued by the municipalities and are secured by the assessments on the land. The majority of proceeds from each bond issued is held in a construction escrow and disbursed to the Company as infrastructure projects are completed, inspected by the municipalities and approved for reimbursement. Accordingly, the SID bonds have been classified as debt, and the Summerlin MPC pays the debt service on the bonds semi‑annually. As Summerlin sells land, the buyers assume a proportionate share of the bond obligation at closing, and the residential sales contracts provide for the reimbursement of the principal amounts that the Company previously paid with respect to such proportionate share of the bond. In the six months ended June 30, 2020, no new SID bonds were issued and an insignificant amount of obligations were assumed by buyers.

Financing Activity During the Six Months Ended June 30, 2020

On June 22, 2020 the Company modified the existing Downtown Summerlin loan, extending the financing by three years to June 22, 2023 at a rate of LIBOR plus 2.15% in exchange for a pay-down of $33.8 million to a total commitment of $221.5 million.

On May 20, 2020, the Company extended the remaining $280.3 million of the bridge loan for The Woodlands Towers at the Waterway and The Woodlands Warehouse for six months at LIBOR plus 2.35%, with an option for an additional six-month extension at LIBOR plus 2.90%, extending the final maturity to June 30, 2021.

On March 27, 2020, the Company closed on a $356.8 million construction loan for the development of Kō'ula. The loan bears interest at LIBOR plus 3.00% with an initial maturity date of March 27, 2023, and a one-year extension option.

On March 26, 2020, the Company closed on a partial refinance of the bridge loan for The Woodlands Towers at the Waterway and The Woodlands Warehouse for $137.0 million. In conjunction with the partial refinance, the original loan was paid down by $63.5 million and 9950 Woodloch Forest Drive tower was split into a new loan. The new loan bears interest at LIBOR plus 1.95% with a maturity date of March 26, 2025.

On March 23, 2020, the Company drew $67.5 million on its Revolver Loan under the Senior Secured Credit Facility. As of June 30, 2020, the outstanding balance was $61.3 million. The Company expects to repay the outstanding balance during the third quarter of 2020.

On March 13, 2020, the Company paid off the $50.0 million outstanding loan balance relating to 100 Fellowship Drive in conjunction with the sale of the property. The payment was made using the proceeds from the sale of the property.

On March 5, 2020, the Company modified and extended the $61.2 million loan for Three Hughes Landing. The new $61.0 million loan bears interest at one-month LIBOR plus 2.60%, with a maturity of September 5, 2020, at which point the Company has the option to extend the Three Hughes Landing loan for an additional 12 months.

On January 7, 2020, the Company closed on a $43.4 million construction loan for the development of Creekside Park Apartments Phase II. The loan bears interest at LIBOR plus 1.75% with an initial maturity date of January 7, 2024, and a one-year extension option.