Fair Value of Financial Instruments

The Company determines fair value based on quoted prices when available or through the use of alternative approaches, such as discounting the expected cash flows using market interest rates commensurate with the credit quality and duration of the investment. The guidance defines three levels of inputs that may be used to measure fair value:

Level 1 — Quoted prices in active markets for identical assets and liabilities that the reporting entity has the ability to access at the measurement date.

Level 2 — Inputs other than quoted prices included within Level 1 that are observable for the asset and liability or can be corroborated with observable market data for substantially the entire contractual term of the asset or liability.

Level 3 — Unobservable inputs that reflect the entity’s own assumptions about the assumptions that market participants would use in the pricing of the asset or liability and are consequently not based on market activity, but rather through particular valuation techniques.

The determination of where an asset or liability falls in the hierarchy requires significant judgment and considers factors specific to the asset or liability. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company evaluates its hierarchy disclosures each quarter and depending on various factors, it is possible that an asset or liability may be classified differently from quarter to quarter. However, the Company expects that changes in classifications between levels will be infrequent.

Although the Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with those derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by the Company and its counterparties. However, as of June 30, 2014, the Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of the Company’s derivatives. As a result, the Company has determined that its derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy.

The following tables present information about the Company’s assets and liabilities (including derivatives that are presented net) measured at fair value on a recurring basis as of June 30, 2014 and December 31, 2013, aggregated by the level in the fair value hierarchy within which those instruments fall (in thousands):



	Level 1		Level 2			Level 3			Balance as of June 30, 2014
Assets:
Investments in real estate fund	$	—	$	1,891		$	—		$	1,891
CMBS	—		—			217,313			217,313
Interest rate swap assets	—		5,522			—			5,522
Total assets	$	—	$	7,413		$	217,313		$	224,726
Liabilities:
Interest rate swap liabilities	$	—	$	(12,811	)	$	—		$	(12,811	)
Series D Preferred Stock embedded derivative	—		—			(11,520		)	(11,520		)
Contingent consideration arrangements	—		—			(4,818		)	(4,818		)
Total liabilities	$	—	$	(12,811	)	$	(16,338	)	$	(29,149	)


	Level 1		Level 2			Level 3			Balance as of December 31, 2013
Assets:
Investments in real estate fund	$	—	$	1,484		$	—		$	1,484
CMBS	—		—			60,583			60,583
Interest rate swap assets	—		9,189			—			9,189
Total assets	$	—	$	10,673		$	60,583		$	71,256
Liabilities:
Interest rate swap liabilities	$	—	$	(1,719	)	$	—		$	(1,719	)
Series D Preferred Stock embedded derivative	—		—			(16,736		)	(16,736		)
Total liabilities	$	—	$	(1,719	)	$	(16,736	)	$	(18,455	)

Investments in real estate fund — The fair value of the Company’s investments in real estate fund is based on published pricing.

CMBS — The fair values of the Company’s CMBS are valued using broker quotations, collateral values, subordination levels and liquidity of the individual securities.

Derivatives — The valuation of derivative instruments is determined using a discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, as well as observable market-based inputs, including interest rate curves and implied volatilities. In addition, credit valuation adjustments are incorporated into the fair values to account for the Company’s potential nonperformance risk and the performance risk of the counterparties.

Series D Preferred Stock embedded derivative — The valuation of this derivative instrument is determined using a binomial option pricing model. Key inputs in the model include the expected term, risk-free interest rate, volatility and dividend yield.

Contingent consideration arrangements — The contingent consideration arrangements are carried at fair value and are valued using Level 3 inputs. The fair value of the contingent payments related to property acquisitions is determined based on the estimated timing and probability of successfully leasing vacant space subsequent to the Company’s acquisition of certain properties. The estimated fair value of the property-related contingent consideration arrangements totaled $4.8 million as of June 30, 2014 and is included in the accompanying consolidated balance sheet in deferred rent, derivative and other liabilities. There were no property related contingent consideration arrangements as of December 31, 2013.

The fair value of short-term financial instruments such as cash and cash equivalents, restricted cash, due to affiliates and accounts payable approximate their carrying value on the accompanying consolidated balance sheets due to their short-term nature and are classified as Level 1 under the fair value hierarchy.

A review of the fair value hierarchy classification is conducted on a quarterly basis. Changes in the type of inputs may result in a reclassification for certain assets. There were no transfers between Level 1 and Level 2 or Level 3 of the fair value hierarchy during the six months ended June 30, 2014.

The following is a reconciliation of the changes in instruments with Level 3 inputs in the fair value hierarchy for the six months ended June 30, 2014 (in thousands):



	CMBS			Series D Preferred Stock Embedded Derivative			Contingent Consideration Arrangements			Total
Beginning balance as of December 31, 2013	$	60,583		$	(16,736	)	$	—		$	43,847
Total gains and losses:
Unrealized gain included in other comprehensive income, net	8,598			—			—			8,598
Changes in fair value included in net income, net	—			5,216			(1,212		)	4,004
Purchases, issuances, settlements and amortization:
Purchases/issuances	151,197			—			(3,606		)	147,591
Amortization included in net income, net	(3,065		)	—			—			(3,065		)
Ending balance as of June 30, 2014	$	217,313		$	(11,520	)	$	(4,818	)	$	200,975

The fair values of the Company’s financial instruments that are not reported at fair value on the consolidated balance sheets are reported below (dollar amounts in thousands):



		Carrying Amount at		Fair Value at		Carrying Amount at		Fair Value at
	Level	June 30, 2014		June 30, 2014		December 31, 2013		December 31, 2013
Assets:
Loans held for investment	3	$	97,587	$	98,902	$	26,279	$	26,435

Liabilities:
Mortgage notes payable, net	3	$	4,227,494	$	4,328,230	$	1,301,114	$	1,305,823
Corporate bonds, net	3	2,546,089		2,568,117		—		—
Convertible debt, net	3	975,003		1,035,581		972,490		976,629
Credit facilities	3	1,896,000		1,896,000		1,819,800		1,819,800
Secured term loan	3	51,296		51,411		58,979		59,049
Trust preferred notes	3	26,579		23,485		26,548		23,345
Other debt	3	68,283		68,414		19,278		19,350
Total liabilities		$	9,790,744	$	9,971,238	$	4,198,209	$	4,203,996

Loans held for investment — The fair value of the Company’s fixed-rate loan portfolio is estimated with a discounted cash flow analysis, utilizing scheduled cash flows and discount rates estimated by management to approximate those that a willing buyer and seller might use.

Credit facilities — Management believes that the stated interest rates (which float based on short-term interest rates) approximates market rates. As such, the fair values of these obligations is estimated to be equal to the outstanding principal amounts.

Convertible notes and Corporate bonds — The fair value of the convertible notes and corporate bonds is estimated by an independent third party using market comps from regularly traded bonds with similar terms.

Mortgage notes payable, Trust preferred notes, Other debt and Secured term loan — The fair value of mortgages payable on real estate investments and the secured term loan is estimated by an independent third party using a discounted cash flow analysis, based on management’s estimates of market interest rates.