XML 47 R34.htm IDEA: XBRL DOCUMENT v3.20.2
Mortgages, Notes and Loans Payable, Net (Tables)
 9 Months Ended
Sep. 30, 2020
Debt Disclosure [Abstract]  
Summary and activity for mortgages, notes and loans payable
The Company’s borrowing activity is summarized as follows: 
thousands
Initial / Extended
Maturity (a)
Interest Rate
 
 
Carrying Value
Balance at December 31, 2019
 
 
 
 
$
4,096,470

Issuances:
 
 
 
 
 
Senior Notes due 2028
August 2028
5.38
%
 
(c)
750,000

Special Improvement District bonds
October 2049
6.00
%
 
(d)
22,750

Borrowings:
 
 
 
 
 
Revolver Loan
September 2023
1.80
%
 
(b),(e)
67,500

9950 Woodloch Forest Drive
March 2025
2.10
%
 
(b),(f)
63,500

A'eo Retail
October 2025
2.80
%
 
(b),(g)
30,640

Ke Kilohana Retail
October 2025
2.80
%
 
(b),(g)
9,360

Draws on existing mortgages, notes and loans payable



 
 
476,604

Repayments:
 
 
 
 
 
Revolver Loan
September 2023
1.80
%
 
(b),(c)
(67,500
)
The Woodlands Towers at the Waterway
June 2020 / June 2021
2.50
%
 
(b),(f)
(63,500
)
Three Hughes Landing
September 2020
4.33
%
 
(b),(c)
(60,766
)
Two Merriweather
October 2020 / October 2021
4.23
%
 
(b),(c)
(30,557
)
100 Fellowship Drive
May 2022
3.23
%
 
(b),(h)
(49,978
)
HHC 242 Self-Storage
December 2021 / December 2022
4.33
%
 
(b),(c)
(5,499
)
HHC 2978 Self-Storage
December 2021 / December 2022
4.33
%
 
(b),(c)
(5,395
)
Downtown Summerlin
June 2023
3.88
%
 
(b),(c),(i)
(255,297
)
Lakefront North
December 2022 / December 2023
3.73
%
 
(b),(c)
(40,062
)
Seaport District
June 2024
6.10
%
 
(c)
(250,000
)
Bridgeland Credit Facility
October 2022 / October 2024
4.23
%
 
(b),(c)
(50,000
)
The Woodlands Master Credit Facility
October 2022 / October 2024
4.23
%
 
(b),(c)
(50,000
)
Two Summerlin
October 2022 / October 2025
4.25
%
 
(b),(c)
(32,803
)
Repayments on existing mortgages, notes and loans payable
 
 
 
 
(14,095
)
Other:
 
 
 
 
 
Special Improvement District bond assumptions
December 2020 / October 2049
5.00% - 6.00%

 
 
(3,090
)
Deconsolidation of 110 North Wacker
April 2022 / April 2024
4.73
%
 
(b),(j)
(326,835
)
Deferred financing costs, net
 
 
 
 
7,887

Balance at September 30, 2020
 
 
 
 
$
4,219,334

(a)
Maturity dates presented represent initial maturity dates and the extended or final maturity dates as contractually stated. HHC has the option to exercise extension periods at the initial maturity date, subject to extension terms that are based on current property performance projections. Extension terms may include minimum debt service coverage, minimum occupancy levels or condominium sales levels, as applicable and other performance criteria. In certain cases, due to property performance not meeting covenants, HHC may have to pay down a portion of the loan to obtain the extension.
(b)
The interest rate presented is based on the one-month LIBOR, three-month LIBOR or Prime rate, as applicable, which was 0.15%, 0.23% and 3.25%, respectively, at September 30, 2020. Interest rates associated with loans which have been paid off reflect the interest rate at December 31, 2019.
(c)
On August 18, 2020, the Company issued $750 million in senior notes due August 2028 (the “Senior Notes due 2028”), which will pay interest semi-annually at a rate of 5.375% per annum payable on August 1st and February 1st of each year, beginning on February 1, 2021. The Senior Notes due 2028 will be unsecured senior obligations of the Company and will be guaranteed by certain subsidiaries of the Company. The Company used the net proceeds from this issuance, together with cash on hand, for the repayment of existing indebtedness of approximately $807.9 million and recorded a loss on extinguishment of debt of approximately $13.2 million.
(d)
On July 9, 2020, a new SID bond was issued. The $22.8 million SID bears interest at 6.0% and matures October 2049.
(e)
On March 23, 2020, the Company drew $67.5 million on its Revolver Loan under the Senior Secured Credit Facility. As of September 30, 2020, the outstanding balance was zero.
(f)
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.
(g)
On September 30, 2020, the Company closed on a $40.0 million loan secured by Ae'o Retail and Ke Kilohana Retail. The loan bears interest at LIBOR, with a floor of 0.25%, plus 2.65% with a maturity date of October 1, 2025.
(h)
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.
(i)
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.
(j)
As of September 30, 2020, the Company derecognized a $326.8 million balance on 110 North Wacker’s variable-rate debt that was subject to interest rate collars. Refer to Note 3 - Real Estate and Other Affiliates for additional information.
Mortgages, notes and loans payable, net are summarized as follows: 
 
September 30,
 
December 31,
thousands
2020
 
2019
Fixed-rate debt:
 
 
 
Unsecured 5.375% Senior Notes due 2025
$
1,000,000

 
$
1,000,000

Unsecured 5.375% Senior Notes due 2028
750,000

 
—

Secured mortgages, notes and loans payable
594,920

 
884,935

Special Improvement District bonds
42,269

 
23,725

Variable-rate debt:
 
 
 
Mortgages, notes and loans payable (a)
1,866,406

 
2,229,958

Unamortized bond discounts
(4,583
)
 
(5,249
)
Unamortized deferred financing costs (b)
(29,678
)
 
(36,899
)
Total mortgages, notes and loans payable, net
$
4,219,334

 
$
4,096,470

(a)
As of September 30, 2020, $644.6 million of variable‑rate debt has been swapped to a fixed rate for the term of the related debt. As of December 31, 2019, $630.1 million of variable‑rate debt has been swapped to a fixed rate for the term of the related debt and an additional $184.3 million of variable-rate debt was subject to interest rate collars. As of both September 30, 2020, and December 31, 2019, $75.0 million of variable-rate debt was capped at a maximum interest rate. See Note 9 - Derivative Instruments and Hedging Activities for additional information.
(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).