Narrative
Full Description
Project narrative
On November 30, 2011, the New York Branch of the Bank of China (BOC) entered into a $275,000,000 USD loan agreement with Rego II Borrower LLC — a Delaware-incorporated special purpose vehicle (SPV) and an indirect wholly-owned subsidiary of Alexander's, Inc., Delaware-incorporated a real estate investment trust listed on the New York Stock Exchange but managed by Vornado Realty Trust — for the Rego Park II Shopping Center 2011 Refinancing Project. This loan carried a maturity period of seven years, a final maturity date of November 30, 2018, an interest rate of LIBOR plus a margin of 1.85%, and a repayment profile based on a 30-year amortization schedule. This loan was secured by (i.e. collateralized against) a first mortgage on the Rego Park II Shopping Center, a first priority continuing security interest in the debt service reserve account, the tax reserve account, the insurance reserve account, the leasing reserve account, and the capital expenditures reserve account, and an assignment of all current and future leases and rents associated with the property charged by Rego II Borrower LLC and an environmental indemnity agreement charged by Rego II Borrower and Alexander's Inc. Alexander's Inc. issued an unconditional guarantee for the loan. The proceeds were used by the borrower to repay the existing loan on the Rego Park II Shopping Center, a 610,000-square foot shopping mall with a 1,315-space parking property at 61-01 Junction Boulevard and a portion of the Rego Center shopping mall in the Rego Park neighborhood of Queens, New York City, New York. Record ID#107672 captures BOC's loan. As of December 31, 2011, the loan had a balance of $274,796,000 USD. On June 20, 2012, BOC entered into an amendment agreement with the borrower for the loan in which the collateral and cash management provisions were modified. As of December 31, 2012, the loan had a balance of $272,245,000 USD. On November 15, 2013, BOC entered into an amendment agreement with the borrower for the loan, where the collateral was modified and the mortgage and assignment of leases and rents for a portion of the property, known as Rego II Condominium, at Rego Park II was partially released. As of December 31, 2013, the loan had a balance of $269,496,000 USD. As of December 31, 2014, the loan had a balance of $266,534,000 USD. As of December 31, 2015, the loan had a balance of $263,341,000 USD. As of December 31, 2016, the loan had a balance of $259,901,000 USD. On July 28, 2017, BOC entered into a participation and servicing agreement with Alexander's of Rego Park II Participating Lender LLC — a subsidiary of Alexander's, Inc. — in which BOC sold its interest in a $200,000,000 USD stake of the $275 million USD loan to Rego Park II Participating Lender, making it a debtor to Rego II Borrower LLC. As of December 31, 2017, the loan had a balance of $256,194,000 USD. On December 12, 2018, the New York Branch of the Bank of China (BOC) entered into a $252,543,606.53 USD loan agreement with Rego II Borrower LLC for the Rego Park II Shopping Center 2018 Refinancing Project. This loan carried a maturity period of seven years and a final maturity date of December 12, 2025. It was interest-only loan based on LIBOR plus a margin of 1.35%. This loan was secured by (i.e. collateralized against) a first mortgage on the Rego Park II Shopping Center, a first priority continuing security interest in the debt service reserve account, the tax reserve account, the insurance reserve account, the leasing reserve account, the capital expenditures reserve account, and excess cash flow reserve account, and an assignment of all current and future leases and rents associated with the property charged by Rego II Borrower LLC, and an environmental indemnity agreement charged by Rego II Borrower and Alexander's Inc. Alexander's Inc. issued an unconditional guarantee for the loan. The proceeds were used by the borrower to repay the original $275 million USD loan from 2011 on the Rego Park II Shopping Center. Record ID#107693 captures BOC's contribution to this loan, which ended up as $202,543,606.53 USD. Concurrent with the loan agreement, on December 12, 2018, Alexander's of Rego Park II Participating Lender LLC purchased a $195,707,736.85 USD stake in the loan from BOC. As of December 31, 2018, the loan had a balance of $252,544,000 USD. As of December 31, 2019, the loan had a balance of $56,836,000 USD (with Alexander's of Rego Park II Participating Lender's portion not included). On February 14, 2020, BOC entered into an amendment agreement with the borrower for the loan; Alexander's of Rego Park II Participating Lender LLC reduced its participation in the mortgage loan to $50,000,000 USD, giving BOC a $202,543,606.53 USD share. On April 7, 2021, Alexander's of Rego Park II Participating Lender LLC used its $50,000,000 USD participation in the loan to reduce the balance to $202,544,000 USD. As of December 31, 2021, the loan had a balance of $202,544,000 USD. As of December 31, 2022, the loan had a balance of $202,544,000 USD. As of December 31, 2023, the loan had a balance of $202,544,000 USD. As of December 31, 2024, the loan had a balance of $202,544,000 USD.
Staff comments
1. The 2011 loan and security agreement is available in its entirety via https://www.sec.gov/Archives/edgar/data/3499/000000349912000005/ex1050.htm. The dropbox link is accessible here: https://www.dropbox.com/scl/fi/spuwo19u2unakkgqjim9t/Source_ID_216193.pdf?rlkey=36hzj1oyx25wz9yulaera4j5s&st=e2men7qu&dl=0 2. The Consolidated, Amended and Restated Promissory Note for the 2011 loan is accessible via https://www.sec.gov/Archives/edgar/data/3499/000000349912000005/ex1051.htm. The dropbox link is accessible here: https://www.dropbox.com/scl/fi/191pxqoy5ee3dcih2vije/Source_ID_216195.pdf?rlkey=2mlqexn3o2rhvq75oxqm6ja93&st=zcf6t8c3&dl=0 3. The Consolidated, Amended and Restated Mortgage, Assignment of Leases and Rents and Security Agreement for the 2011 loan is accessible via https://www.sec.gov/Archives/edgar/data/3499/000000349912000005/ex1052.htm. The dropbox link is accessible here: https://www.dropbox.com/scl/fi/9cmzr1o1gratj8smt6oyv/Source_ID_216196.pdf?rlkey=hz4d9x7dt9yvcq4qe6duocsl7&st=wtn3xo1w&dl=0 4. The Guaranty of Recourse Carveouts for the 2011 loan is accessible via https://www.sec.gov/Archives/edgar/data/3499/000000349912000005/ex1053.htm. The dropbox link is accessible here: https://www.dropbox.com/scl/fi/er4uvegujxje1gqa30x45/Source_ID_216197.pdf?rlkey=5ookki3nc7y9w7mbw2l4o2iu2&st=bj1xkjiv&dl=0 5. The Environmental Indemnity Agreement for the 2011 loan is accessible via https://www.sec.gov/Archives/edgar/data/3499/000000349912000005/ex1054.htm. The dropbox link is accessible here: https://www.dropbox.com/scl/fi/kpaacvfiq2xju53d4vun4/Source_ID_216199.pdf?rlkey=zu5j9oe2sim3niueofsocx6s8&st=ld8ysi8j&dl=0 6. The first amendment, dated June 20, 2012 for the 2011, loan is accessible via https://www.sec.gov/Archives/edgar/data/3499/000104076512000018/ex101.htm. The dropbox link is accessible here: https://www.dropbox.com/scl/fi/l020nggi0a86r8r6ry0us/Source_ID_216201.pdf?rlkey=0rfcpcadhbgs3sn05d0e152lr&st=93narg70&dl=0 7. The second amendment, dated November 15, 2013, for the 2011 loan is accessible via https://www.sec.gov/Archives/edgar/data/3499/000000349914000005/exhibit1060.htm. The dropbox link is accessible here:https://www.dropbox.com/scl/fi/vns03i98ucedvznyldnda/Source_ID_216232.pdf?rlkey=vjkm4n16yti9phtgu3ly9mzbk&st=vs66ki7f&dl=0 8. The partial release of the mortgage, dated November 15, 2013, for the 2011 loan is accessible via https://www.sec.gov/Archives/edgar/data/3499/000000349914000005/exhibit1061.htm. The dropbox link is accessible here: https://www.dropbox.com/scl/fi/8sopr5ofui1xyor8t348q/Source_ID_216230.pdf?rlkey=yp5vhkqozf0uoji9um1ontb1c&st=8u145w48&dl=0 9. The partial release of the assignment of rents and leases, dated November 15, 2013, for the 2011 loan is accessible via https://www.sec.gov/Archives/edgar/data/3499/000000349914000005/exhibit1062.htm. The dropbox link is accessible here: https://www.dropbox.com/scl/fi/efb8katq15g4khj0lv6aw/Source_ID_216235.pdf?rlkey=m15qjo5t5i9niw3wcb39htd1f&st=yl6wcm87&dl=0 10. The Participation and Servicing Agreement for the Loan and Security Agreement, dated July 28, 2017, for the 2011 loan is accessible via https://www.sec.gov/Archives/edgar/data/3499/000119312517323962/d438875dex102.htm. The dropbox link is accessible here: https://www.dropbox.com/scl/fi/8kgpbzmg2tc23aodxxat6/Source_ID_216237.pdf?rlkey=7jexepc3lealgsep0qlzg8sc8&st=p5dvzip1&dl=0 11. The 2018 loan and security agreement is available in its entirety via https://www.sec.gov/Archives/edgar/data/3499/000000349919000004/regoparkii-arloanandsecuri.htm. The dropbox link is accessible here: https://www.dropbox.com/scl/fi/2fiaz0eko84fdd63tnoy3/Source_ID_216189.pdf?rlkey=xi3ayuehvs2352dg42tmjsg9d&st=1q4j585v&dl=0 12. The Second Amended and Restated Mortgage, Assignment of Leases and Rents and Security Agreement, dated December 12, 2018, for the 2018 loan is accessible via https://www.sec.gov/Archives/edgar/data/3499/000000349919000004/sc1-4808457xv3xrego_iixxxs.htm. The dropbox link is accessible here: https://www.dropbox.com/scl/fi/yzwri2cvrqq8q97d3xz39/Source_ID_216273.pdf?rlkey=9n0gs116wu23zctx2cqgiecjx&st=hexpi4c9&dl=0 13. The Amended and Restated Participation and Servicing Agreement for Amended and Restated Loan and Security Agreement, dated December 12, 2018, for the 2018 loan is accessible via https://www.sec.gov/Archives/edgar/data/3499/000000349919000004/regoparkii-xarparticipatio.htm. The dropbox link is accessible here: https://www.dropbox.com/scl/fi/ty4wao9c4zwp43bphmkpv/Source_ID_216240.pdf?rlkey=2cx9lhsybuthnz1wdy8lz7rpy&st=fvbwfmlf&dl=0 14. The Second Amended and Restated Promissory Note for the 2018 loan is accessible via https://www.sec.gov/Archives/edgar/data/3499/000000349919000004/sc1-4808461xv3xrego_iixxxs.htm. The dropbox link is accessible here:https://www.dropbox.com/scl/fi/rd2yoziyeaaceqilk7b19/Source_ID_216272.pdf?rlkey=a9c5tzbt116uttn35kq80qa31&st=kja7x9h8&dl=0 15. The Amended and Restated Guaranty of Recourse Carveouts for the 2018 loan is accessible via https://www.sec.gov/Archives/edgar/data/3499/000000349919000004/sc1-4808473xv5xrego_iixxxa.htm. The dropbox link is accessible here: https://www.dropbox.com/scl/fi/oegb3lcyc1cmeijff6rrj/Source_ID_216274.pdf?rlkey=432kyxz2xaeqgh9eu4h9m7sih&st=euwo31lf&dl=0 16. The Amended and Restated Environmental Indemnity Agreement for the 2018 loan is accessible via https://www.sec.gov/Archives/edgar/data/3499/000000349919000004/sc1-4808469xv4xrego_iixxxa.htm. The dropbox link is accessible here: https://www.dropbox.com/scl/fi/kwgbk3ve89dfjyw1r1a1b/Source_ID_216275.pdf?rlkey=hj90arewk8s7souzuclmklame&st=50a5tug2&dl=0 17. The first amendment, dated February 14, 2020, for the 2018 loan is accessible via https://www.sec.gov/Archives/edgar/data/3499/000000349920000015/exhibit101.htm. The dropbox link is accessible here: https://www.dropbox.com/scl/fi/oaeoh2uxwtw48p4d0oqc5/Source_ID_216288.pdf?rlkey=66p0e8oz5bqppbe1eakz6ycv2&st=cy74e5sb&dl=0 18. The Amendment and Reaffirmation of Guaranty and Environmental Indemnity Agreement dated February 14, 2020 for the 2018 loan is accessible via https://www.sec.gov/Archives/edgar/data/3499/000000349920000015/exhibit102.htm. The dropbox link is accessible here: https://www.dropbox.com/scl/fi/bh1hmsv9kva3iiv9ys3n0/Source_ID_216294.pdf?rlkey=fpygsq79oftvlx65xhg4qjs89&st=6qe76dj1&dl=0 19. The Second Amended and Restated Participation and Servicing Agreement for Amended and Restated Loan and Security Agreement dated February 14, 2020 for the 2018 loan is accessible via https://www.sec.gov/Archives/edgar/data/3499/000000349920000015/exhibit103.htm. The dropbox link is accessible here: https://www.dropbox.com/scl/fi/wc7ohng12pkxm0pibf64d/Source_ID_216296.pdf?rlkey=yjiu0p8zff9g546uqmz97g0xh&st=x0r2r1io&dl=0