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ACQUISITION AND DISPOSITION OF REAL ESTATE AND PROPERTIES HELD FOR SALE
6 Months Ended
Jun. 30, 2016
ACQUISITION AND DISPOSITION OF REAL ESTATE AND DISCONTINUED OPERATIONS ABSTRACT  
ACQUISITION AND DISPOSITION OF REAL ESTATE AND PROPERTIES HELD FOR SALE
ACQUISITION AND DISPOSITION OF REAL ESTATE AND PROPERTIES HELD FOR SALE

Acquisitions

During 2016, the Company acquired the following properties through its Core Portfolio and Fund IV:

(dollars in thousands)
 
 
 
 
 
 
 
Property
GLA

Percent Owned

Type
Month of Acquisition
Purchase Price

Location
Assumption of Debt

Core Portfolio:
 
 
 
 
 
 
 
Gotham Plaza (1)
122,902

49
%
Urban Retail Center
January
$
39,808

New York, NY
$
10,472

991 Madison Avenue (2)
6,920

100
%
Street Retail
March
76,628

New York, NY

165 Newbury Street
1,588

100
%
Street Retail
May
6,250

Boston, MA

Renaissance Portfolio (3)
305,000

20
%
Street Retail
June
67,600

Washington, D.C.
20,000

Total Core Portfolio
436,410

 
 
 
$
190,286

 
$
30,472

 
 
 
 
 
 
 
 
Fund IV:
 
 
 
 
 
 
 
1964 Union Street
3,817

90
%
Street Retail
January
$
2,250

San Francisco, CA
$
1,463

Restaurants at Fort Point
15,711

100
%
Urban Retail Center
January
11,500

Boston, MA

Total Fund IV
19,528

 
 
 
$
13,750

 
$
1,463

 
 
 
 
 
 
 
 
Total
455,938

 
 
 
$
204,036

 
$
31,935





4.    ACQUISITION AND DISPOSITION OF REAL ESTATE AND PROPERTIES HELD FOR SALE(continued)

Acquisitions (continued)

Notes:

(1) The Company acquired a 49% membership interest in this property for $39.8 million. The Company's pro-rata share of debt assumed was $10.5 million. In connection with this acquisition, the Company issued 442,478 Common OP Units and 141,593 Preferred OP Units.

(2) The purchase price represents the total discounted payments pursuant to a 49-year master lease entered into by the Company, which is accounted for as a capital lease. During the six months ended June 30, 2016, lease payments totaling $7.2 million were made under this lease.

(3) The Company acquired a 20% membership interest in an existing joint venture for $67.6 million. The Company's pro-rata share of debt assumed was $20.0 million of debt. The assets and liabilities of the underlying entity are stated at historical cost basis. The difference between the Company's investment and the historical cost basis will be allocated over the fair value of the underlying assets and liabilities and amortized over their respective lives.

For the six months ended June 30, 2016, the Company expensed $1.9 million of acquisition costs in the Core Portfolio and $0.2 million of acquisition costs in Fund IV.

Purchase Price Allocations

With the exception of 1964 Union Street, which was an asset acquisition, and 991 Madison Avenue, a master lease position, the above acquisitions have been accounted for as business combinations. The purchase prices were allocated to the acquired assets and assumed liabilities based on their estimated fair values at the dates of acquisition. The preliminary measurements of fair value reflected below are subject to change. The Company expects to finalize the valuations and complete the purchase price allocations within one year from the dates of acquisition.

The following table summarizes the Company's preliminary estimated allocations of the purchase prices of assets acquired and liabilities assumed during 2016 which have yet to be finalized:

(dollars in thousands)
Preliminary Purchase Price Allocations
Land
$
30,419

Buildings and improvements
296,534

Debt assumed (included in Mortgage and other notes payable)
(121,371
)
Total consideration
$
205,582



During 2015 and 2016, the Company acquired properties and recorded the preliminary allocations of the purchase prices to the assets acquired and liabilities assumed based on provisional measurements of fair value. During 2016, the Company finalized the allocations of the purchase prices and made certain measurement period adjustments. These allocation adjustments resulted in an increase to depreciation and amortization expense of $1.9 million and a reduction to rental income of $0.1 million for the six months ended June 30, 2016, which related to 2015.

4.    ACQUISITION AND DISPOSITION OF REAL ESTATE AND PROPERTIES HELD FOR SALE(continued)

Acquisitions (continued)

The following table summarizes the preliminary allocations of the purchase prices of these properties and the finalized allocations as adjusted as of June 30, 2016:

(dollars in thousands)
Purchase Price Allocations as Originally Reported
Adjustments
Finalized Purchase Price Allocations
Land
$
86,765

$
2,344

$
89,109

Buildings and improvements
267,551

(11,743
)
255,808

Acquisition-related intangible assets (in Acquired lease intangibles, net)

23,071

23,071

Acquisition-related intangible liabilities (in Acquired lease intangibles, net)

(12,951
)
(12,951
)
Below market debt assumed (in Mortgage and other notes payable)
(10,885
)
(721
)
(11,606
)
Total consideration
$
343,431

$

$
343,431



Dispositions

During 2016, the Company disposed of the following properties:

(dollars in thousands)
 
 
 
 
 
Dispositions
GLA
Sales Price
Gain on Sale
Month Sold
Owner
Cortlandt Town Center (1)

$
107,250

$
65,393

January
Fund III
Heritage Shops
82,098

46,500

16,572

April
Fund III
Total
82,098

$
153,750

$
81,965

 
 

Note:
(1) Fund III sold a 65% controlling interest in Cortlandt Town Center for $107,250, resulting in a gain on sale of $65,393.

Properties Held For Sale

At June 30, 2016 and December 31, 2015, the Company had no properties classified as held-for-sale.