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Notes Payable
9 Months Ended
Sep. 30, 2014
Notes Payable, Commitments and Contingencies [Abstract]  
NOTES PAYABLE, INTEREST EXPENSE AND COMMITMENTS AND CONTINGENCIES
NOTES PAYABLE
The following table summarizes the terms and amounts of the Company’s notes payable at September 30, 2014 and December 31, 2013 ($ in thousands):
Description
 
Interest Rate
 
Maturity
 
September 30, 2014
 
December 31, 2013
Post Oak Central mortgage note
 
4.26
%
 
2020
 
$
185,922

 
$
188,310

The American Cancer Society Center mortgage note
 
6.45
%
 
2017
 
131,507

 
132,714

Promenade mortgage note
 
4.27
%
 
2022
 
111,612

 
113,573

191 Peachtree Tower mortgage note
 
3.35
%
 
2018
 
100,000

 
100,000

Credit Facility, unsecured
 
1.25
%
 
2019
 
87,700

 
40,075

Meridian Mark Plaza mortgage note
 
6.00
%
 
2020
 
25,512

 
25,813

The Points at Waterview mortgage note
 
5.66
%
 
2016
 
14,736

 
15,139

Mahan Village construction facility
 
1.80
%
 
2015
 
14,085

 
14,470

 
 
 
 
 
 
$
671,074

 
$
630,094



In the third quarter of 2014, the Mahan Village construction facility's maturity date was extended from September 2014 to January 2015.
On May 28, 2014, the Company entered into a Third Amended and Restated Credit Agreement (the “New Facility”) under which the Company may borrow up to $500 million if certain conditions are satisfied. The New Facility recast the Company's existing $350 million senior unsecured revolving line of credit, dated February 28, 2012 (the “Existing Facility”) by:
Increasing the size by $150 million to $500 million;
Extending the maturity date from February 28, 2016 to May 28, 2019;
Reducing the per annum variable interest rate spread and other fees; and
Providing for the expansion of the New Facility by an additional $250 million for a total available of $750 million, subject to receipt of additional commitments from lenders and other customary conditions.
The New Facility contains certain financial covenants that require, among other things, the maintenance of an unencumbered interest coverage ratio of at least 2.00; a fixed charge coverage ratio of at least 1.50; an overall leverage ratio of no more than 60%; and a minimum shareholders’ equity in an amount equal to $1.0 billion, plus a portion of the net cash proceeds from certain equity issuances. The New Facility also contains customary representations and warranties and affirmative and negative covenants, as well as customary events of default. The amounts outstanding under the New Facility may be accelerated upon the occurrence of any events of default.
The interest rate applicable to the New Facility varies according to the Company’s leverage ratio, and may, at the election of the Company, be determined based on either (1) the current LIBOR plus the applicable spread detailed below, or (2) the greater of Bank of America’s prime rate, the federal funds rate plus 0.50% or the one-month LIBOR plus 1.0% (the “Base Rate”), plus the applicable spread detailed below. Fees on letters of credit issued under the New Facility are payable at an annual rate equal to the spread applicable to loans bearing interest based on LIBOR. The Company also pays an annual facility fee on the total commitments under the New Facility. The pricing spreads and the facility fee under the New Facility are as follows:
Leverage Ratio
 
Applicable % Spread for LIBOR Loans
 
Applicable % Spread for Base Rate Loans
 
Annual Facility Fee %
≤ 30%
 
1.10%
 
0.10%
 
0.15%
> 30% but ≤ 35%
 
1.10%
 
0.10%
 
0.20%
> 35% but ≤ 40%
 
1.15%
 
0.15%
 
0.20%
> 40% but ≤ 45%
 
1.20%
 
0.20%
 
0.20%
> 45% but ≤ 50%
 
1.20%
 
0.20%
 
0.25%
> 50%
 
1.45%
 
0.45%
 
0.30%

At September 30, 2014, the Company's spread over LIBOR was 1.10%. The New Facility also provides for alternative pricing spreads and facility fees, which would be available to the Company on any date after the Company obtains an investment grade credit rating.
Fair Value
At September 30, 2014 and December 31, 2013, the aggregate estimated fair values of the Company's notes payable were $711.3 million and $654.1 million, respectively, calculated by discounting the debt's remaining contractual cash flows at estimated rates at which similar loans could have been obtained at those respective dates. The estimate of the current market rate, which is the most significant input in the discounted cash flow calculation, is intended to replicate debt of similar maturity and loan-to-value relationship. These fair value calculations are considered to be Level 2 under the guidelines as set forth in ASC 820, Fair Value Measurement, as the Company utilizes market rates for similar type loans from third party brokers.
Other Information
For the three and nine months ended September 30, 2014 and 2013, interest expense was as follows (in thousands):
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2014
 
2013
 
2014
 
2013
Total interest incurred
$
7,667

 
$
5,268

 
$
22,787

 
$
14,602

Interest capitalized
(850
)
 
(119
)
 
(1,833
)
 
(277
)
Total interest expense
$
6,817

 
$
5,149

 
$
20,954

 
$
14,325


The real estate and other assets of The American Cancer Society Center (the “ACS Center”) are restricted under the ACS Center loan agreement in that they are not available to settle debts of the Company. However, provided that the ACS Center loan has not incurred any uncured event of default, as defined in the loan agreement, the cash flows from the ACS Center, after payments of debt service, operating expenses and reserves, are available for distribution to the Company.
Subsequent Events
On October 1, 2014, the Company acquired Northpark Town Center as discussed in note 2 and funded the acquisition with cash on hand and with borrowings under its Credit Facility. On October 14, 2014, the Company entered into an $85.0 million mortgage note secured by 816 Congress. This mortgage note has a fixed rate of 3.75% and matures in November 2024. The Company used the proceeds from this mortgage note to reduce amounts outstanding under its Credit Facility. As of October 24, 2014, the amount outstanding under the Company's Credit Facility was $318.2 million.