| Debt, Net |
Note
7 – Debt, Net
2025
Debt Transactions
On
September 29, 2025, we, through our indirect majority-owned subsidiaries, entered into a variable-rate non-recourse mortgage loan providing
for up to $163.3 million in principal amount (the “Aster & Links Mortgage Loan”), and a variable-rate non-recourse mezzanine
loan providing for up to $40.8 million in principal amount (the “Aster & Links Mezzanine Loan”, and together with the
Aster & Links Mortgage Loan, the “Aster & Links Loans”) with SM Finance III LLC, as lender.
The
following table details our Debt, net (dollars in thousands):
Schedule
of Debt, Net
| Indebtedness | |
Average Interest Rate | | |
Maturity Date | |
Maximum
Facility | | |
March
31, 2026 | | |
December
31, 2025 | |
| | |
Weighted | | |
| |
| | |
Carrying
Value as of | |
| Indebtedness | |
Average Interest Rate | | |
Maturity Date | |
Maximum
Facility | | |
March
31, 2026 | | |
December
31, 2025 | |
| | |
| | |
| |
| | |
(unaudited) | | |
| |
| Fixed rate loans | |
| | | |
| |
| | | |
| | | |
| | |
| 900 8th Land Loan
(1) | |
| 9.50 | % | |
July 2026 | |
| N/A | | |
$ | 10,000 | | |
$ | 10,000 | |
| Variable rate loans | |
| | | |
| |
| | | |
| | | |
| | |
| 1000 First Construction Loan
(2) | |
| SOFR
+ 3.80 | % | |
June 2027 | |
$ | 104,000 | | |
| 93,274 | | |
| 81,300 | |
| Aster
& Links Loans (3) | |
| SOFR
+ 2.55 | % | |
October 2027 | |
$ | 204,138 | | |
| 176,155 | | |
| 173,925 | |
| Total debt | |
| | | |
| |
| | | |
| 279,429 | | |
| 265,225 | |
| Unamortized debt issuance costs | |
| | | |
| |
| | | |
| (1,937 | ) | |
| (2,274 | ) |
| Unamortized debt discount | |
| | | |
| |
| | | |
| (1,976 | ) | |
| (2,313 | ) |
| Debt, net | |
| | | |
| |
| | | |
$ | 275,516 | | |
$ | 260,638 | |
(1)
| On
June 26, 2024, we, through our indirect majority-owned subsidiary, entered into a fixed rate
loan for $10.0 million in principal amount (the “900 8th Land Loan”), which is
secured by our investment at 900 8th Avenue South, Nashville, Tennessee. The 900 8th Land
Loan contained two six-month extension options, both of which have been exercised as of March
31, 2026. |
| (2) | On
June 28, 2024, we, through our indirect majority-owned subsidiary, entered into a variable
rate construction loan for up to $104.0 million in principal amount (the “1000 First
Construction Loan”), which is secured by our investment VIV. The 1000 First Construction
Loan contains two one-year extension options, exercisable at our election, subject to certain
terms and conditions set forth in the loan agreement. Advances under the 1000 First Construction
Loan bear interest at a per annum rate equal to the one-month term Secured Overnight Financing
Rate (“SOFR”) plus 3.80%, subject to a minimum all-in per annum rate of 7.55%.
To mitigate our exposure to increases to the one-month term SOFR, we obtained an interest
rate cap (see Note 9 – Derivative Instruments). The 1000 First Construction Loan is
prepayable in whole or in part at any time with not less than 45 days’ notice. Full
prepayment is subject to an interest make-whole amount, if any, calculated as of the prepayment
date. |
| (3) | The
Aster & Links Loans bear interest at a fluctuating rate based on: (i) one-month term
SOFR, subject to a 3.25% floor, plus (ii) a blended rate of 2.55%, and requires interest-only
monthly payments during their term. The Aster & Links Loans each contain two one-year
extensions exercisable at our election, subject to certain terms and conditions set forth
in each of the loan agreements. The Aster & Links Loans are secured by a first-priority
mortgage on Aster & Links and a pledge of the borrower’s equity interest in an indirect
subsidiary of the Company. To mitigate our exposure to increases to the one-month term SOFR,
we have obtained interest rate caps (see Note 9 – Derivative Instruments). The Aster
& Links Loans are prepayable in whole or in part at any time with not less than 30 days’
notice, however, if prepaid in full prior to October 2026, such prepayment is subject to
an interest make-whole amount, if any, calculated as of the prepayment date. |
The
following table summarizes the scheduled future principal payments, excluding extension options, under our debt arrangements as of March 31, 2026 (amounts in thousands):
Schedule of Future Principal Payments
| Year ended December 31, | |
(unaudited) | |
| 2026 (remainder) | |
$ | 10,000 | |
| 2027 | |
| 269,429 | |
| 2028 | |
| — | |
| 2029 | |
| — | |
| 2030 | |
| — | |
| Thereafter | |
| — | |
| Total | |
$ | 279,429 | |
Interest
paid, net of capitalized interest for the three months ended March 31, 2026 and 2025, was $5.1 million and $3.9 million, respectively.
Amortization
of deferred financing costs for the three months ended March 31, 2026 and 2025, was $0.7 million and $0.7 million, respectively, of which
zero and $0.2 million was capitalized, respectively.
Guarantees
and Covenants
Each
of our indebtedness agreements are secured by either the individual underlying real estate investments or by a pledge of ownership interests
in the entity that indirectly owns the real estate investment. In connection with certain agreements, we have provided guarantees of
payment and performance, completion guarantees, which, among other things, guarantee completion of the work at each individual construction
project, as well as carveout guarantees pursuant to which we guarantee the borrower’s obligations with respect to certain non-recourse
carveout events, such as “bad acts,” environmental conditions, and violations of certain provisions of the loan documents.
We also provided a customary environmental indemnity agreement to the certain lenders pursuant to which we agreed to protect, defend,
indemnify, release and hold harmless such lenders from and against certain environmental liabilities related to the real estate investments
for which they apply.
We
are subject to various financial and operational covenants in connection with the Aster & Links Loans and 1000 First Construction
Loan which include, but are not limited to, maintaining liquid assets of no less than $10.0 million and a net worth of no less than $110.0
million. As of March 31, 2026, and December 31, 2025, we were in compliance with all of our loan covenants.
|