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Acquisitions, Dispositions, Leasing and Financing Activities
9 Months Ended
Sep. 30, 2013
Business Combinations [Abstract]  
Acquisitions, Dispositions, Leasing and Financing Activities
4. Acquisitions, Dispositions, Leasing and Financing Activities

Operating Property Activity:

1515 Market Street – Loan Modification and Equity Acquisition - On February 1, 2013 the Trust entered into a loan modification agreement which extended the maturity date to February 1, 2016, increased the loan balance to $71,629,000 (from $70,000,000) and changed the interest rate to be the greater of 7.5% or LIBOR plus 6.5%. The loan balance can be increased through future funding advances up to an aggregate of $6,000,000 to cover tenant improvements, capital expenditures and leasing commissions. For each $500,000 of future advances, the interest rate increases by 0.10%. The loan modification also provides the Trust, in its capacity as the lender, with a 40% participation interest in the case of a capital event.

 

Simultaneously with the modification of the loan, the Trust acquired, for $10,000, an indirect 49% equity interest in the property. As part of the transaction, the Trust acquired the general partner interest in the property. Management has determined that this entity is a variable interest entity (“VIE”) and that the Trust is the primary beneficiary of the VIE. As a result, the Trust has consolidated this property as of February 1, 2013. All intercompany transactions have been eliminated in consolidation. For segment reporting purposes, this investment will be classified within the operating properties segment as of February 1, 2013. Prior to consolidation, this investment was part of the loan assets segment. See Note 18 for additional information related to the consolidation of this property.

Atrium Mall LLC – Equity Investment - On June 20, 2013 the Trust, through a newly formed 50-50 joint venture with Marc Realty, acquired a non-performing $10,650,000 mortgage loan for $6,625,000. In addition, the joint venture paid $1,137,000 to fund escrows at the closing. The Trust invested a total of $3,935,000 in this joint venture during the quarter ended June 30, 2013 and accounted for this investment using the equity method. The loan was in maturity default at the time of acquisition and was acquired with the intention of foreclosing or working out a consensual assignment with the borrower. The loan was collateralized by a leasehold interest in the Atrium Mall in Chicago, Illinois. The leasehold interest is for 71,000 square feet of commercial/retail space that comprises the bottom three floors of an office building known as the James R. Thompson building of which the lease expires in September 2014 with six automatic five-year extensions which are exercisable at the lessee’s option. The building is owned by the State of Illinois.

On July 26, 2013 the joint venture entered into an agreement with the borrower pursuant to which the borrower conveyed the leasehold interest to the venture in lieu of foreclosure. Accordingly, the venture now holds the leasehold interest in the property.

701 Seventh Avenue – Equity Investment – On July 9, 2013 the Trust agreed to increase its ownership in the current joint venture and to participate in the future hotel development. In doing so, the Trust has committed to invest up to an aggregate of $120,000,000 inclusive of contributions already made. During the quarter ended September 30, 2013, the Trust made additional capital contributions to the venture totaling $5,403,000. In October 2013 the Trust made an additional contribution of $16,686,000 to the venture reducing its overall future funding commitment to $67,198,000.

Luxury Residential – Property Acquisition – On August 13, 2013 the Trust entered into a binding purchase agreement to acquire four recently constructed Class A luxury apartment buildings for an aggregate purchase price of $246,000,000. At signing, the Trust made a $25,500,000 deposit which is non-refundable, except in limited circumstances. On October 7, 2013 the Trust made an additional non-refundable deposit of $7,500,000 to extend the closing date to November 11, 2013. See Note 19 for discussion on activity subsequent to September 30, 2013.

Andover, Massachusetts – Property Sale - On March 28, 2013 the Trust sold its Andover, Massachusetts office property to an independent third party for gross sale proceeds of $12,000,000. After costs and pro-rations, the Trust received net proceeds of approximately $11,425,000 and recorded a gain of $2,775,000 on the sale of the property. The results of operations for this property have been classified as discontinued operations for all periods presented in the consolidated financial statements.

Deer Valley, Arizona – Property Sale - On June 11, 2013 the Trust sold its Deer Valley, Arizona property to an independent third party for gross sale proceeds of $20,500,000. After costs and pro-rations, the Trust received net proceeds of approximately $19,585,000 and recorded a gain of $6,752,000 on the sale of the property. The results of operations for this property have been classified as discontinued operations for all periods presented in the consolidated interim financial statements.

Denton, Texas – Property Sale - On July 2, 2013 the Trust sold its Denton, Texas property to an independent third party for gross sale proceeds of $1,850,000. After costs and pro-rations, the Trust received net proceeds of approximately $1,703,000 and recorded no gain or loss on the sale of the property. The results of operations for all periods have been classified as discontinued operations for all periods presented in the consolidated interim financial statements.

Seabrook, Texas – Property Sale - On August 1, 2013 the Trust sold its Seabrook, Texas property to an independent third party for gross sale proceeds of $3,300,000. After costs and pro-rations, the Trust received net proceeds of approximately $3,202,000 and recorded a gain of $1,428,000 on the sale of the property. The results of operations for all periods have been classified as discontinued operations for all periods presented in the consolidated interim financial statements.

 

Loan Asset Activity:

Playa Vista - On January 24, 2013 the Trust originated a $20,500,000 mezzanine loan collateralized by a 260,000 square foot office campus in the Los Angeles, California area. The loan is subordinate to an $80,300,000 mortgage loan, matures January 23, 2015, bears interest at LIBOR plus 14.25% per annum, with a 0.5% LIBOR floor and requires payments of interest only at a rate of 8.25% with the remaining interest being accrued and added to principal. In connection with the origination, the borrower paid to the Trust an origination fee of $205,000. On March 1, 2013 the Trust sold a 50% pari passu participation interest in the loan for $10,250,000 and gave the transferee a credit of $100,000 from the initial loan origination. No gain or loss was recognized on the sale of the interest.

10 Metrotech Loan LLC – Equity Investment Repayment – On July 30, 2013 the $40,000,000 loan held by this venture was paid off at par. The venture, which had acquired the loan in August 2012 for $32,500,000, recognized $7,500,000 of discount accretion income in the current period in connection with the payoff at par. As a result of the payoff, the Trust received a distribution of $13,333,000 and recorded equity income of $2,676,000 in connection with its 33.33% ownership interest in the venture.

WRT-Elad One South State Lender LP – Equity Investment – On August 21, 2013 the Trust closed on an agreement to acquire the additional 50% joint venture interest (“Acquired Interest”) that was held by its joint venture partner, Elad Canada Inc. (“Elad”) for $30,000,000 (“Acquisition Price”). WRT-Elad One South State Lender LP (“Lender LP”) holds a mezzanine loan indirectly collateralized by the property located at One South State Street, Chicago, Illinois known as the Sullivan Center. The venture’s mezzanine loan had an outstanding balance of principal and accrued interest of approximately $56,150,000 at the time of the transaction discussed above. Concurrently, the Trust entered into an option agreement (“Option”) with Elad granting Elad the option, but not obligation, to repurchase their interest in the venture for the Acquisition Price adjusted for the pro-rata portion of any accrued and unpaid interest and principal payments made by the borrower. Per the terms of the agreements, the Acquired Interest and Option cannot be transferred to parties other than the Trust and Elad. The term of the Option corresponds with Lender LP’s mezzanine loan. Given the nature of the Option and the specific rights of Elad, the transaction is accounted for as a secured financing arrangement under ASC 860- Transfers and Servicing. The Trust will recognize interest income on the secured financing receivable in accordance with GAAP, at an annual interest rate of 15%, and will continue to recognize equity income on its previously held 50% interest in the venture.

Financing Activity:

Recourse Secured Financings – Loan Payments - During the three and nine months ended September 30, 2013, several of the condominium units collateralizing the Queensridge loan receivable were sold resulting in payments to the Trust of approximately $5,571,000 and $30,648,000, respectively. With the proceeds, the Trust satisfied its recourse debt with KeyBank at June 30, 2013.

1515 Market Street – New First Mortgage - On April 25, 2013 the entity that holds title to the property located at 1515 Market Street in Philadelphia, Pennsylvania (the “1515 Market Owner”) obtained a $43,000,000 non-recourse first mortgage loan (“First Mortgage”) from an unaffiliated third party. The First Mortgage bears interest at LIBOR plus 2.0% per annum, requires monthly payments of interest only and matures on May 1, 2016. On the same date, the 1515 Market Owner entered into an interest rate swap agreement which effectively fixes LIBOR at 0.50% for the term of the First Mortgage. The Trust, which held the mortgage loan (“Original Mortgage”) collateralized by the property at the time of the closing of the First Mortgage, received $38,472,000 of loan proceeds from the First Mortgage financing which reduced the balance on the Original Mortgage to $33,157,000. The Original Mortgage is now subordinate to the First Mortgage, bears interest at an effective rate of 12.9% per annum and is secured by a second mortgage on the property. The Trust’s investment in the Original Mortgage has been reduced to $21,098,000 resulting in an effective interest rate on the Trust’s cash investment in this asset of 19.6%. Due to the Trust’s ownership of a 49% interest, including the general partner interest, in the 1515 Market Owner and an additional 40% profits participation interest in the property, the Trust consolidates the operation of this property and the Original Mortgage, and all intercompany transactions are eliminated in consolidation.

Churchill – Financing - On June 28, 2013 the Trust obtained a $5,100,000 first mortgage on its Churchill, Pennsylvania property. The loan bears interest at a rate of 3.5% per annum, requires monthly payments of principal and interest and matures on August 1, 2024. After closing costs, the Trust received net proceeds of approximately $4,922,000.

 

Public Offering:

On September 30, 2013 the Trust closed a public offering of 2,750,000 Common Shares at a price of $11.45 per share. The Trust received net proceeds of $30,250,000 after the underwriting discount but prior to offering expenses.