SL Green Realty Corp (SLG) 2012 Q2 法說會逐字稿

Good day, ladies and gentlemen, and welcome to the second quarter 2012 SL Green Realty Corp. earnings conference call. My name is Lacey and I'll be your coordinator for today. At this time, all participants will be in a listen-only mode. We will conduct a question-and-answer session towards the end of the presentation.

(Operator Instructions)

As a reminder, this conference is being recorded for replay purposes. I would now like to turn the presentation over to your host for today, Heidi Gillette. Please proceed.

Good afternoon, everyone.

At this time, the Company would like to remind listeners that during the call Management may make forward-looking statements. Actual results may differ from the forward-looking statements that Management may make today. Additional information regarding the factors that could cause such differences appear in the MD&A section of the Company's Form 10-K, and other reports filed by the Company with the SEC.

Also, during today's conference call the Company may discuss non-GAAP financial measures as defined by SEC Regulation G. The GAAP financial measure most directly comparable to each non-GAAP financial measure discussed, and the reconciliation of the differences between each non-GAAP financial measure and the comparable GAAP financial measure, can be found on the Company's website at www.slgreen.com by selecting the press release regarding the Company's second quarter earnings.

Before I turn the call over to Marc Holliday, Chief Executive Officer of SL Green Realty Corp., I ask that those of you participating in the Q&A portion of the call please limit your questions to two per person.

Thank you. I will now turn the call over to Marc.

Okay, thank you, good afternoon, and happy you are joining us today. I know that many of you have full calendars, so we will keep our remarks brief and give everyone an opportunity to ask several questions, with the goal of trying to be done by about 3.00 before we start to lose some of you folks.

Our results for the second quarter, combined with a series of press releases this week, puts a capstone on a very successful and active first half of the year. There were a number of significant achievements for which we are very proud to have executed during the first half, notwithstanding the current market environment which can at best be described as neutral.

These achievements include the recapitalization of 717 Fifth; major retail leases to Express and Sam Ash; completion of the sales of 1 Court and 379 West Broadway; the acquisition of 10 East 53rd Street and 304 Park Avenue South; and major lease renewals with Viacom, Random House, and the City of New York; and a $775 million refinancing over at 1515 Broadway. So there's obviously a lot there in a pretty compressed period of time, and these major transactions keep us on plan to meet or exceed our goals for 2012.

However, it is harder to read the tea leaves for the remainder of the year. There are mixed signals in the market that make it difficult for us to assess the level of activity for the remainder of 2012. Leasing momentum, which was very good in 2010 and '11, seems to be modestly decelerating, albeit there are still a number of deals in the market that are getting done. There is more competition from landlords on newer projects in secondary locations, which is serving to restrain for now any further material growth in nominal or net effective rents, and this will probably remain the case for the balance of the year.

Keep in mind that we are right in the middle of summer, which is traditionally a slow time of year for us, and for the leasing market generally, and we've also heard from a number of our tenants that they are keeping a watchful eye and a cautious approach on the upcoming election, which many see as pivotal towards their future leasing and growth activities. On the other hand, there are several measurable indicators that give us the confidence there exists pent-up demand that should reappear in the market when the confidence factor is higher, including growth in private sector jobs of nearly 70,000 employees -- that's year-to-date -- with half of those jobs, or 35,000 jobs, being created in the office-using sector. Furthermore, Wall Street profits projected by the city to be $10 billion for the year is tracking well ahead of this position, with over $10 billion earned in just the first six months of the year.

So you can see that this more positive jobs and earnings -- financial sector earnings data -- is somewhat inconsistent with what we're hearing from tenants who seem to be taking a more cautious approach right now; and I think this will remain the case, certainly, for the next several months until we clear the election.

When you get past some of these macro market measures, and you drill down into our portfolio, what's interesting to note is that we have nearly 50 office leases that are either out for signature or in advanced stages of negotiation, in excess of 480,000 square feet. Within that segment, I would put a very high probability of completion on those deals. Then on top of that, there's another 35 transactions that we believe will convert into leases, although not quite as high a probability of level; and the square footage encompassed by those discussions or advanced discussions is about 680,000 square feet. So I certainly believe we are on track to meet our goals and objectives for 2012 with respect to occupancy levels, mark-to-market, and same-store NOI increases.

We are also emboldened about the future prospects, given the large incremental revenues we expect to create by redeveloping, repositioning, and leasing the recently acquired value-add properties, which are expected to contribute approximately $1 per share of FFO whether or not the mark-to-market in rents is slightly higher or lower than where we stand today. While these incremental revenues were projected to phase in between now and 2015, we are already starting to see the positive effects of leasing up these embedded growth properties, and expect those results to accelerate into 2013.

I'm also very pleased with how we financed and capitalized these value-add properties over the last couple of years, notwithstanding the substantial upside in that portfolio and the capital we had to expend to take those into inventory. We've also substantially equitized other assets along the way, such that we have stockpiled enormous liquidity and we carry a line balance at quarter end of just $80 million, which is the lowest its been in about six years. We have also consummated a series of refinancings that is sequentially reducing our long-term cost of capital while also lengthening out the duration of our liabilities; and Jim and Matt will go into those items and measures a little bit later.

But at this point, I'd like to turn the mic over to Andrew Mathias, who will provide an overview of the Manhattan property markets.

Thanks, Marc. Good afternoon, everyone.

The second quarter was another extremely active quarter for us, as we worked hard to accomplish many of our key objectives. In the broader market, deals continue to get done outside of the traditional auction process. Sellers are perfectly content to patiently wait until their expectations are met, as happened in the sale of 575 Lexington, 1372 Broadway, 386 Park Avenue South, and 666 Fifth Retail during this quarter. We don't expect much change to this dynamic until the fall, when several large offerings are teed up.

In the meantime, as promised, we closed on our sale of 1 Court Square in Long Island City, reducing our footprint out of Manhattan and reducing our tenancy with Citigroup in successful fashion. Look for us to roll out an additional property or two in the second half, now that 1 Court is off our plate; and market conditions like this with record low rates, lack of supply, and aggressive buyers generally signal to us a time to realize embedded gains and harvest assets. We are changing our stance slightly to be net sellers in the second half of the year as we project out our disposition activity and look at the acquisition activity that we achieved in the initial six months of the year.

In our own portfolio, we had a couple of crowning achievement-type accomplishments in the retail program that deserve top billing -- our lease with Express in Times Square at 1552 Broadway, and our recapitalization of our investment in 717 Fifth Avenue. We closed the Express flagship deal on the heels of gaining city approvals for our groundbreaking development plan for the building and signage at the site. This 15-year lease ensures an extraordinary return on our investment, which we expect to reach north of 10% on an unlevered cash-on-cost basis, once again demonstrating our value-add strategy and its superior returns. High kudos to our entire team, with particular mention to Brett Herschenfeld, Bob DeWitt and his construction team, and Neil Kessner and his legal team, for threading the needle on this execution.

At 717 Fifth, on the heels of our record-breaking lease with Dolce & Gabbana, we were able to recapitalize our interest there, bringing in new long-term debt and selling a portion of our interests, leaving us with a 10% stake we felt was more appropriate to the levered nature of the recapitalization. This investment has been a stunning success for the Company, with IRRs in excess of 30% on our equity over the 5.5-year hold period, and the opportunity for significant additional appreciation via our remaining stake in the property.

On the office front, we announced our latest foray into the Midtown South market with our acquisition of 304 Park Avenue South. This strategic asset, occupying the corner across 23rd Street from 1 Madison, gives us another offering in the hottest sub-market in the country right now for office space.

The structured finance business also saw an active quarter, with net originations of $64 million and another large $130 million investment closed subsequent to quarter end. We continue to be the go-to provider for subordinate financing in the Manhattan market, and have thus far been able to maintain the strict underwriting metrics which were put in place during the recent recession. We expect our balances in this business line to continue to grow modestly as we identify relative value in these investments.

And with that, I'd like to turn the call over to Jim.

Thanks, Andrew.

If I were to characterize our balance sheet activities since the bottom of the cycle, we started defensively as we moved out of the bottom, then moved quickly into an aggressive mode as we saw and then capitalized on investment opportunities. And now I would say that we've moved from this aggressive stance into a more neutral position. Notwithstanding that we're still finding attractive investments, we're focused on harvesting and realizing gains, building liquidity, terming out financings, and tending to our longer-term goal to improve our credit metrics and capacity.

Our activities during the quarter are a reflection of this posture. Our line of credit ended the quarter at $80 million, in comparison with the $400 million outstanding last quarter, and $500 million a year ago. So at the end of the quarter, we had a largely undrawn $1.5 billion credit facility and $230 million of unrestricted corporate cash. At the same time, our consolidated debt-to-EBITDA is 8.1 times, and we have a healthy 2.0 times fixed charge coverage. And this is before the $90 million-plus or so of EBITDA that will come with the execution of our business plans on properties we've purchased over the past two years.

While we continued to invest during the quarter -- we purchased 304 Park Avenue South, and redeemed $100 million of very expensive preferred stock -- we also funded efficiently and opportunistically. The monetization of our profits at 717 Fifth Avenue generated $85 million in cash. The sale of 1 Court accomplished a number of strategic objectives. In addition to providing $44 million in cash to the Company, we mitigated our single tenant risk with Citigroup, shed a $315 million mortgage, and reduced our suburban New York City exposure.

304 Park Avenue South was the fifth deal in the last two years where a property seller has valued SL Green OP units as a tax-efficient Manhattan currency used as consideration for our purchase. In this case, we issued $33 million of common OP units to the seller, and we purchased the property unencumbered. We were in the market early in the quarter, raising $79 million of equity through our ATM. Once again, we executed the ATM at a premium to the volume-weighted average price and with few fees. Our ATM is off now, but remains a great tool to fund needs related to additional growth.

On the debt financing side, we used a new CMBS markets to raise 10-year mortgage money on 100 Church, providing a low cost of capital, and with a term that continues to push out our average maturity, reducing our exposure to future interest rate fluctuations. You will recall we financed the Viacom building at 1515 Broadway with a $775 million transitional mortgage before we had Viacom's lease extension. Since we now have the BBB+ S&P-rated Viacom for 19 years, it's an obvious next place to take a look at our options.

I'd like to make a comment on some of the great achievements we made in the quality of our leasing programs that have taken every opportunity to lock in our tenants and secure the durability of our future cash flows. Over the past year, our leasing team moved the Company's Manhattan average lease term from 7.25 years a year ago to 8.14 years today by executing high credit quality leases, with the likes of Viacom, which has 19 years left; City of New York with 20 years; Health First with 20 years; and Random House with 11 years remaining. And in Manhattan, 39% of the Company's cash rents come from strong investment-grade tenants.

These leasing accomplishments are the most important drivers of improving credit quality, since they represent greater stability and certainty of future cash flows. The Company's improving leasing complexion as well accrues directly to increased property and Company valuation.

Now I'll turn the call over to Matt.

Thanks, Jim.

Overall, our second quarter results were very positive. However, before I highlight some of the more notable components of our reported results, I'll take two minutes to address 717 Fifth Avenue, since its treatment and earnings, while also very positive, was a bit unusual.

As Andrew has discussed, we recently executed a hugely significant recapitalization -- the property involving, among other things, a mortgage refinancing, new mezz debt, and a sell-down of SL green's interest, all of which highlighted the significant value we had created at the property. What may have seemed odd to many people is not the realization of the net value creation, but how impactful it was to our reported FFO. Almost $68 million, or $0.73 per share of FFO, was recognized in the second quarter as a result of this transaction. These cash proceeds are equivalent to the recognition of significant profit.

Prior to the recap, we had a very nominal basis in the venture. As a result of our low basis, any incremental proceeds we received via the new financing, over and above our investment balance, was recorded as income. If this were an on-balance sheet investment, this profit would have been recognized in the future. However, this venture is off-balance sheet, which requires recognition of this profit today; and because this profit did not come via an asset sale, it also is considered FFO.

This is a point that's also probably worth noting -- the change in accounting for our first mortgage position in London -- with the maturity date of that position behind us, we have taken control of the property via receiver and the property is being marketed for sale, which allow our mortgage position to be repaid. Because we control the property, even though we remain a lender, the property is now consolidated onto our books as an asset held for sale, and is no longer included in the debt and preferred equity portfolio. This treatment resulted in the immediate recognition of $4.7 million of original unamortized purchase price discount in the second quarter, based on the fair value of the property, which would have otherwise been recognized over time. This amount was included in investment income.

So with the accounting tutorial behind us, let's move on to focus on some of the simpler, yet very important financial metrics we reported at quarter. Our second quarter and first half results have been strong and generally in line with our expectations. On the Real Estate side, combined same-store cash NOI growth -- the most widely recognized measure of our portfolio's performance -- remains strong at 5.7% through the first six months of the year, driven by a well-occupied portfolio, the burn off of free rent from large volumes and recent leasing, and carefully managed operating expenses which have been below our expectations for the first six months due in part to a warmer winter and new electric supply contracts.

In the non-same-store portfolio, where most of our transitional or non-stabilized properties reside, we remain focused on tapping the more than $90 million of incremental EBITDA that we expect those properties to contribute over the next two to three years. At this point, while the earnings contribution from many of these properties is moderate, our business plans remain largely on track as evidenced by the announcement earlier this week of our landmark lease deal with Express at 1552 Broadway.

With regard to the debt and preferred equity portfolio, despite a larger competitive set, we continue to see opportunity to put money to work. These new opportunities have increased the average yield on our $1 billion portfolio from 8.4% at the end of 2011 to a robust 10.1% at June 30; and over 97% of this yield is being generated by positions that are collateralized by New York City commercial properties. It's also worth noting that there were no reserves taken against this portfolio in the second quarter and only $25 million of the portfolio is on non-accrual status, evidencing the quality of that book of business.

Interest expense saw a modest tick-up in the second quarter; however, that increase is entirely attributable to a one-time charge of $2.8 million taken in the quarter related to the write-off of unamortized costs on the previous mortgage at 1515 Broadway, which was refinanced in April. G & A remains in line with our expectations and continues to trend lower than 2011.

Turning to guidance -- recall that we increased our 2012 guidance last quarter based on the performance of our Manhattan portfolio and our continued opportunities to invest capital in the debt and preferred equity portfolio. Given that recent increase, and the trends we are currently seeing in the market, which Marc and Andrew touched on earlier, were it not for the gain recognized on the recapitalization of 717 Fifth Avenue, we would not be revising our guidance any further at this point. However, given the magnitude of that one-timer, another upward revision is clearly warranted.

As such, we are increasing our guidance again from $4.50 to $4.60 per share, to $5.23 to $5.33 per share, to be reflective of the $0.73 gain recognized in the second quarter. You'll note that we have not treated the additional income from the 717 Fifth recapitalization as FAD; and, therefore, are not adjusting our previously provided FAD guidance of $2.50 to $2.60 per share. As has historically been the case, our capital spending in the first half of the year tends to be much lower than in the latter half. So while our FAD run rate through the first six months of the year would indicate an outcome better than our guidance range, we do expect so see an increase in capital spending for the back half of the year.

With that, I'll turn it back to Marc.

Okay, thanks, and let's open up the line for questions, Operator.

Thank you.

(Operator Instructions)

Our first question will come from the line of Tony Paolone with JPMorgan. Please proceed.

Thanks, good afternoon. Marc, you'd mentioned some competition coming from some secondary locations. Can you just elaborate a little bit further on what those are? Is that lower Manhattan or is that other stuff?

Those are any of the newer projects that are not in what I'd call prime Midtown areas. Prime Midtown we've always defined as basically Third over to Broadway and Seventh, and 42nd Street on up to 57th Street, and converging around the primary commuter transportation hub. So anything that -- the further it falls out of that boundary, then the further I would say it is from being a core Midtown location, so anything of a newer vintage that falls outside of that boundary, I would say.

Is the space downtown like the World Trade Center, World Financial Center, some of those bigger items, you could see that as a bargaining chip for large Midtown tenants but does that act as such for 10,000-, 20,000-, 30,000-, 50,000-square-foot tenants?

No, it's predominantly -- when you start talking about that kind of disparity of location, you're talking about the larger tenants. Often it's a stalking horse position, but sometimes we've seen it's not. There have been some moves that have been consummated for bottom line, management of the bottom line, or in some cases just these areas are starting to emerge and people are looking out five, 10 years down the road and saying that those areas will be more core in where they want to be. So I would say with respect to the smaller spaces, it's generally a more local subset of properties we're competing against, but, certainly, the larger tenants, 50,000 feet and 100,000 feet and over, probably 100,000 and over, will be competing with a larger set.

We can generally prevail, but that just is going to hold back for the time being further growth in rents over and above what we've experienced over the past 2, 2.5 years, but it's still what I would describe as a relatively healthy and balanced market as we described at the beginning of the year, and I think we've shown in the first half of the year that its been exactly that with some positive gains in mark-to-market and leasing up our value-add properties.

Okay, and I just had a quick one on the guidance. You upped it about $0.72, I guess, for 717, but it seemed like you also recognized the few pennies for the mortgage reclassification. Was there an offset to that?

Yes, Tony, it's Matt. So just in the quarter, there was a direct offset to that for that one-time write-off charge we had to take on 1515, so if you just look at the quarter there's an offset there. That would have been unamortized discount we would have recognized over time regardless that happens to be taken in one lump sum in the quarter because of the reclassification.

Okay, thanks.

Thanks.

Our next question will come from the line of Rob Stevenson with Macquarie. Please proceed.

Hi, good afternoon. While we're on the guidance topic, Jim, or Matt, you guys had given same-store cash NOI guidance at the Investor Day of like 3% to 4% for the year. Did you up that when you revised guidance in the first quarter, or what's the guidance on the same-store NOI today?

We did not adjust it when we revised upwards our guidance in the first quarter, and we're trending ahead for the first half of the year, due primarily to expense loads. But we're not adjusting for the remainder of the year, so we may be at the higher end of the range, but not taking it up from the 3% to 4%.

Okay. And then the other question, is you guys have been in the press recently on the LA portfolio on the mezzanine debt there. What are you guys thinking in terms of, current thoughts in terms of the fate there and is that something that would sort of follow through like the London asset?

I'm sorry, what was the last part of that question about London?

Well, you guys basically took control but now you're selling it. Is this a situation where you could see the same thing happen there or do you guys have any interest in owning Class B assets in Southern Cal?

Rob, we have a high batting average in answering all these questions we have with a high level of transparency. This is one we're going to have to refrain from getting into any detail on this particular call about expected outcomes and strategies given the nature of this transaction right now. I think we'll have a lot more to say about it on the next call, so I hate to punt on this one and we will have a lot to say. I would just tell you that we are, it's an investment where we have a fairly moderate carrying value in this investment, but it's something that we're giving attention to towards a successful resolution for the parties involved, and we'll just have to get into more of that as it plays out, and I would say certainly on the next call.

Okay, and then excluding the Viacom lease which, obviously, sort of dominated the leasing activity around the quarter, what was the new lease spread on the New York City lease signed during the quarter?

Rob, it's Matt. By and large that is a flat, I mean the Viacom deal drives, because of its size, the metric. Excluding that, we would be right around flat for the quarter.

Okay, thanks guys.

And our next question will come from the line of Ross Nussbaum with UBS. Please proceed.

Hi, good afternoon. A follow-up on the [Cavi] portfolio in California. I know you can't speak to it specifically, but why doesn't it show up in your supplemental as one of your 10 largest debt and preferred equity investments?

Simple question, simple answer. It's only a $25 million investment.

So the $59.4 million that's recorded in the press is not accurate?

Carrying value is $25 million.

Got it, okay, thanks for that. Can you talk a little bit about 3 Columbus Circle, maybe as a proxy for what's going on in the market? At least from the supplemental, the leasing percentage hasn't changed in recent quarters. It's a relatively fresh asset, new sponsorship. Why do you think that's not moving ahead more quickly?

Well, why the leasing at 3 Columbus not moving ahead quickly?

Correct.

Okay, I'll have Steve Durels will address it. I would, the only thing I'd say, Ross, is we're well ahead of plan on 3 Columbus, and I would say that it's, I think it's moving forward nicely. So I want to reconcile those two statements not moving forward, it's moving forward. Steve, can you sort of elaborate on that?

Yes, we actually have some leases that are pending, we would hope they would be closed by now, but we have leases out right now on roughly 45,000 square feet. We have term sheets being negotiated for another 50,000 square feet and we're expecting a proposal in either this week or early next week for a significant block of the remaining space in the building. So remember that when we did the YNR deal, the sole focus on our leasing activity early on in the development was to land an anchor tenant and we shied away from any single floor tenants. So once we closed the YNR deal at the end of last year, it now turned back to really reintroducing the building for single floor and two- and three-floor type combinations. And that takes a little bit of time to ramp up to that part of the market. But we're seeing tenants come through the building, we're seeing a pretty wide diverse group of users come through the building, as well, so I'm feeling still pretty, I'm still feeling very positive about the asset.

Okay, great, and last one for me, now that you have Viacom put to bed, do you turn your attention to AIG at 180 Maiden Lane, ahead of their 2014 expiration, how do you think about that in terms of an early renewal?

Well, our attention is certainly on 180 and if you recall our underwriting for the asset is that AIG does not stay in the building, so we're actively exploring the possibilities of both a redevelopment of the asset and bringing it to the market for new tenants and also in discussions playing it out with AIG in terms of their occupancy. So it's still too early to tell there, but it's definitely getting a lot of our focus.

Would it stay as an office asset if AIG left?

Likely yes, although we're looking at all the possibilities but when we, our acquisition underwriting is as an office asset.

Okay, thank you.

Next question?

Our next question comes from the line of Jamie Feldman with Bank of America. Please proceed.

Thank you. Along similar lines, I'm hoping you guys can discuss your largest expirations through the end of next year, and how you're thinking about them in light of your comments about more competition from other landlords?

Largest expirations. Well, we can look and see what those comprise of, we typically don't talk about lease negotiations in progress for, I think, obvious reasons. So is there any one in particular or two in particular, because next year, I think, is a relatively modest expiration year. This year, I mentioned that there's very little, I think there's two tenants between 25,000 and 50,000 feet that expire for the remainder of the year, the rest are small.

Next year is 1 million square feet.

Next year is 1 million square feet in total, so under 5% of the portfolio, and I just, Steve Durels, is there one in particular that's at the top of your head? I don't know, yes, we don't typically like to advertise who it is, but I think it's safe to say we think we're going to have a very high success ratio with that 1 million square feet leasing up and retaining as we've had in the past.

I think that the question is going to be the rental levels which as we get, as I mentioned in my earlier comments, as we get deeper into the balance of this year we'll start to formulate our rental, projections and assessments for next year. I think for the moment we are on track for 2012 where we projected it to be back in December and with the caveat that I expressed earlier. But I just don't think we're in a position to go through the status of our pending leases unless you have one in particular you have a question on.

Well, it's more along the lines of just the largest we should be watching and then are there any sizeable known move outs in '13?

Steve?

The only one that's scheduled to vacate that was known about for a little while is Draft at 919 Third Avenue. Other than that, I'm actually just flipping through my list right now as we speak, there's no other big expiration. Draft is 150,000 square feet in one of our premier buildings, so I think there's a good shot we have that space leased before they ever move out at the end of next year. Other than that, no.

I'm looking through the list and there's -- most of it is '14 '15 that we're kind of looking at further down the road where we have some bigger role, but '13 is a pretty quiet year. And I think in '13 we're going to spend a lot of time focusing on filling up some of the buildings that we bought recently, where we bought vacancy, finishing off the leasing at 100 Church, finishing off the leasing at 125 Park, and a couple of the other assets.

Okay, and then for Andrew, you'd commented on maybe a pickup in assets coming in the market in the fall. Can you talk a little bit more about what you expect to see and does that include the Blackstone assets?

Well, certainly, worldwide is teed up and that's out there publicly. We hear rumors of some other sellers, Blackstone is not among them. So I don't expect to see the Blackstone assets come to market in the second half and I can't comment specifically on their plans, but I think that report was overblown.

Okay, so you think the largest in the fall is Worldwide. Are there any other sizeable ones?

Nothing else that we can disclose publicly that we're tracking, but, yes, there are a couple other large assets that are in plan.

Okay, thank you.

Our next question will come from the line of Josh Attie with Citigroup. Please proceed.

Thank you. The $90 million of incremental FFO that you mentioned, can you remind us what the major components of that are and how much CapEx might be associated with it over the next few years?

Josh, it's Matt. So the largest deals that are going to impact that dollar are 1552, so that's buttoned up a good portion of that. 280 Park is clearly going to be the most material in our list of 11 or 12 assets we've acquired over the last couple years. Our expectation is to put in $75 million. And 3 Columbus Circle is on track, as Marc alluded to, that we hope to have buttoned up over the next couple years.

That capital is largely funded with the acquisition, so there's not incremental capital out of our pockets to put into that deal. And of the other 11, there's a couple of larger ones, although relative to 3 CC, 280 Park much smaller, 600 Lexington comes to mind as one, where we've gotten a lot of traction through our pre-build program and have started to get some good traction there. Everything else after that is fairly modest, so it equates to $90 million to $100 million of incremental EBITDA for $100 million to $200 million of cash out of our pockets.

Okay, thank you. And just a question on 717 Fifth, I don't know who wants to grab it, but you talk a little bit about the financing you're able to obtain, especially on the mezzanine going up to what effectively is an almost 100% leverage on the value that was ascribed to you selling down your stake, and also just talk about how at least at the current NOI level it's about 0.8% covered before CapEx and any NOI reserve. I know there's some vacancy, but just talk a little bit about how you sort of looked at leveraging that asset? What does it say about the mezzanine lenders out there willing to underwrite that sort of leverage with negative cash flow?

I think a couple of things. As I alluded to in my comments, we're a minority partner here and we went down further in stake based on the fact that the recapitalization was done by a leverage as opposed to equity sale which is our more traditional way of recapitalizing assets. The mezzanine loan does feature a pay rate that's significantly below the accrual rate, so that's -- the coverage is meant to be around 1 or 1.05 based on the cash flow in place. So the difference between that pay rate and the accrual rate sort of accounts for that difference, and there is significant growth, both in contractual rent increases and also in some additional lease up potential at the asset. So I think it was an aggressive financing. It was done to sort of achieve primarily Jeff Sutton's objectives as the major partner in the deal, and we still think there's the prospect for additional incremental value appreciation in excess of our sale price and the debt balance, which is why we kept the 10% interest in the deal to sort of ride along with.

What does it say about the mezzanine pricing being able to, I guess, would you be lending on those sort of terms and would you take more capital like that for yourself?

Yes, I think this is a very unique asset in terms of location, in terms of tenant profile and in terms of just high profile. So I would say the assets that we're making generally are not as long term. This is a 12-year term mezzanine. We're not doing much mezzanine that long term. We're generally doing shorter-term floating rate mezzanine and the shorter-term floating rate market, the underwriting metrics are decidedly more conservative in this, but this is a very long-term leased asset, and it's a unique type mezzanine investment which we were able to take advantage of.

Thank you.

(Operator Instructions)

Our next question will come from the line of Evan Smith with Cantor Fitzgerald.

Hi, guys. You talked about the 50 leases that are out right now for about 480,000 square feet. Just curious if you could touch on the types of sectors that are within there, if the majority of it is tech or financial services type tenants?

It's pretty broad range. We've got deals pending with insurance firms, some finance businesses, commercial bank hedge fund type part of the group, some government business services, advertising, so it's not being driven by any one group but a pretty broad range of users.

Okay, and then of those leases, do the majority of them look like they would commence in 2012 or would most of them be pushed to 2013?

It's a mixed bag.

Okay, thank you.

And our next question will come from the line of Jordan Sadler with KeyBanc Capital Markets.

Hi. Could you maybe give us a little bit more color on the change in stance related to asset sales? Andrew, you mentioned the second half of this year. What is sort of the nature of that shift given sort of the mixed signals you're seeing in the market in terms of tenancy and I'd imagine the same thing on the underwriting side. What are you thinking?

There's a real lack of supply out there which is -- deals are getting done off market, away from the auction process, but sellers are achieving extraordinary prices, and I think in that type of environment, it definitely pays to have some price discovery for some of our assets, see what buyers are willing to pay and match that up with where our perspective is on value, and explore what's possible in a flattish type leasing market. If there's buyers that are willing to be more optimistic on the asset front than we are internally that's generally where we've made successful sales in the past.

Yes, I think Andrew's use of the term price discovery is right on target. There seems to be a growing differential between the public market valuations, which seem to have stagnated a bit, and multiples have somewhere between held tight or maybe even modestly eroded as a sector in the past few months, whereas the property pricing market in the public sector is marching forward. And as rates have continued to fall, spreads have compressed, more capital, more debt, more equity is looking for this kind of product, and this particular market on a risk adjusted basis to other world markets seems to be more in favor now.

There's compression, further compression, we see, on cap rates, both in our own executions and elsewhere in the market that is just creating a greater divide and I think that it's something we think you as shareholders should be, and analysts, should be aware of and we'll look to continue to demonstrate that, one, because we think that's important data, but more importantly that's what we do. We create value and if we think these assets have reached some level of maturation then we look to harvest or JV and reinvest, and that's kind of what we've done all along. It's still what we do, and we think that's the best approach to balance growth and income. So as those markets continue to do well and as that disparity between stock price and underlying NAV widens, then I think you'll see us equitize more assets.

And would the flavor of those look more like 717 or some of the assets you've identified in the past as kind of being maybe non-core, like 100 Church, 220 42nd, 711, some of those guys?

I think it's both.

It's more the latter and we aren't going to do levered recaps.

I'm looking at 717 simply as a joint venture. Forget about levered recap. We might do JVs, we might do outright sales.

Yes.

When you say, 717 is, we keep coming back to that, it's an asset we have a 10% interest in now, I wouldn't look at that as a profile holding of green. That's a small minority interest to capture --

No, no, I just mean that you guys have talked about increasing the exposure to retail and that's, obviously, a high quality location and tenancy with lease structure, et cetera. And you're reducing exposure to it, obviously, a tremendous IRR and opportunity for you guys, but in terms of what the investments you'll reduce or pare going forward, is it going to be stuff that looks like that, that you'd look to sell, or would you sort of test the market on assets that might be a little bit more non-core?

I guess it will depend on look, if you know us, you know when we say we're looking to increase exposure retail, that's not increase exposure retail at any cost. That's do it smartly and do it on deals that -- where we can make significant returns. So if there's a hot bid in the market for retail, we may look to take advantage of that.

That makes sense. I was just curious what the additional sales would look like, really, if they would be more the non-core stuff.

We'll evaluate where the best bids are in the market.

Okay, thank you. Hey, Matt, there was a depreciable real estate reserve in the quarter, what did that tie back to, the 5.8 million?

Yes, that is actually, we had taken a similar reserve late last year, it was tied to the original contract price on 1 Court Square. As that closing was delayed, we got incremental sales price and that ultimately reversed the original depreciable reserves.

Got it. Thank you.

Sure.

Our next question will come from the line of John Guinee with Stifel Nicolaus. Please proceed.

Great, thank you, guys. Just a little bit of a clarification, help me understand, if you could. On Page 37 of the Supplemental, you have Viacom at 1.272 million square feet at $61.59 per square foot annualized and then on page 40, you go to 1.387 million square feet and it looks like it's about $54.79. A couple questions would be, whose in the rest of the building, why the increase in the square footage and what's the actual rental rate reset?

So I'll touch on the disclosure, John. It's the size of the lease and the leasing table in the back is accurate for the new lease and, therefore, all of the metrics tied to it are, the square footage shown on the largest tenants page is their existing square footage because that new lease has a later commencement date. And then I'll let Durels answer the remainder of your question.

The balance of the tenants in the office portion of the building are -- there's an ad firm, an engineering firm, and a law firm that in combination, I don't know, have maybe three or four floors in total and that's the space that Viacom will move into as those leases expire.

So is the rent going from $61.59 down to $54.79? Is that the right way to look at this?

I think the right way to look at it is to multiply the two together. I mean that's the rent charge. We've recast it in a certain way, but you could look at, the rents in the market are a function of loss factor and rental rate, so I think you have to get the product of those two numbers to get their actual rental rate. That's the whole loss factor part of our business.

So does rent per square foot go up or down on this renewal?

It depends on what square footage, the square footage grew, the increase and loss factor and there's a smaller nominal rent but the rent is -- I haven't done the math.

They're in absolute dollars, John, they are paying more rent on the new lease.

Right the rent went up.

Than the old lease on a mark-to-market basis, that equates to 2% increase.

And what happened to the expense stop? Was the expense stop reset or how did that work out?

Steve?

It's the same. They pay their same proportionate share as they would irrespective of what the measurement is because that's really just based upon the percentage of the building that they occupy. So whether the building is 2 million square feet or 1.5 million square feet based upon whatever we remeasure to, their percentage of that occupancy doesn't change.

And does the net rent after deducting the new expense stop go up or down?

Steve, that was new expense stop, was it not?

Yes, the expense stop is reset.

From what to what?

Boy, I don't know. Matt, maybe you've got it. It came to a current base year. I just don't Rob whether we used '13 or '15.

We can go over this with John.

And then just out of curiosity, who is the lender on the 12-year $290 million mezzanine on 1717 Fifth, and on a pay accrue basis is the principal in the 12th year on that loan up around $400 million?

We're trying to figure out whether we can tell you who it is. Was it in, it wasn't in the press release?

Well you can tell us. We'll keep it a secret.

You'll keep it secret?

Yes.

I don't think we released it publicly. I don't think we can disclose who it is.

And the decision maker on that asset as you've gone down to a minority interest, who owns the other 89%?

It's a majority owned by Jeff Sutton.

Okay, thank you.

John, I just looked it up. The base year for operating expenses are 2014 and for taxes it's '14 and '15.

So the answer to that question, we didn't know if we could tell you, Reef is the lender on the mezzanine.

Okay. They're on the call now probably. All right, thank you.

And our next question comes from the line of Alex Goldfarb with Sandler O'Neill. Please proceed.

It's actually Andrew Schaffer here, and I was wondering if I could get your thoughts on the likelihood of the up zoning on Park Avenue, and do you think, if that goes through, given, before any material progress has been made on the West side?

I'm sorry, what was the second part of that question?

Do you think the up zoning on Park Avenue is going to go through without any material progress being made on the West side development?

Well, I can't speak to that. These are, as I understand it, they're independent initiatives of city planning. This is something that I think stands alone as a major and, I think, much needed initiative to reinvigorate some development around what is predominantly the most coveted office location in Midtown.

So the 21.6 FAR maximum, or implied maximum, to date or currently is something that by today's world standards is quite small for the city. And that's why you're seeing most, not all, but most of the newer and 21st century buildings are being built in other emerging markets that allow for heights that are anywhere from 24 to 30 FAR, or even above in some cases. So I think this is an updating of a fairly old zoning text. I think it was carefully studied by planning and came out with these recommendations.

I think that this goes, can go forward with or without regards to what transpires in other markets in the city because this market is distinct in being able to support without subsidy the kinds of rents that are needed today to justify new development. Those rents, the costs are very high, so the rents have to be very high and this is largely the area where those high rents are achieved. So it certainly makes sense in our estimation to put density where rents can -- where tenants can afford it and want to pay and are attracted to those locations. And also to put density around major commuter hubs, as opposed to putting density where you have to bring the transportation to the site here, transportation is largely there in terms of Grand Central and is going to be even further populated once the East side access project is finished and Long Island Railroad begins letting passengers off at Grand Central.

There's going to be a significant increase in ridership, so it seems from a planning perspective, from a development perspective, from a good urban perspective, it's the right kind of initiative at the moment. As to the specifics of what's been proposed and whether it's going to pass as is or get modified, we certainly can't speak to, but we're excited by the proposal. As an owner in Grand Central, we think it makes sense on a lot of levels and it will sort of go through its analysis over the next 1 year, 1.5 years we presume.

All right, thanks. And lastly, I was wondering if I can get a better understanding of your thoughts in the Midtown South market and the tenant mix, and if you are more likely to shy towards a credit tenants versus the start ups while you're looking at new acquisitions in that area?

We definitely will trend towards credit tenants. We did so 12 years ago in the dot com boom and we continue to do so today. We think the Midtown South area is tight enough that -- and there are enough high quality tenants looking to expand and active in that market that we can definitely concentrate on credit tenants and still have a lot of success leasing there.

All right, thanks, that's it for me.

And our next question comes from the line of Brendan Maiorana with Wells Fargo. Please proceed.

Thanks, good afternoon. Question, Marc, I'd heard your comments earlier in the call about a little more caution with respect to tenant activity in New York, and you guys have the $90 million to $100 million value-add portfolio, or $90 million to $100 million of NOI gains potential. How do you sort of think about acquisitions that require a fair amount of lease up or value-add acquisitions today? Would you be comfortable doing that given where the market dynamics are?

Well, we gave this commentary at the beginning of the year that we had acquired a pool of properties that we thought was sufficient to seed our growth for the next couple of years, or few years, and that was going to take up the bulk of our attention. So since the acquisition of 10 East 53rd Street, which I think was consummated in December or January?

January.

January. So we have not been active acquirers of vacancy. So that's not a -- I don't want you to take that as anything to do with my comments today as opposed to our posture throughout the first seven months of this year has been to basically focus our efforts in capital on the projects we acquired and create that additional $1 share that we've spoken about. That doesn't mean we're not looking and at the margins we won't do certain deals, but 304 Park Avenue South was by no means a lease-up project. That building is fairly well leased and we think that's a longer-term play that was transacted on reasonably good terms. But there's no, my only point here is, I don't think there's any shift on this call in that approach. That's been our posture throughout the year.

Okay, that's very helpful, and then one for Andrew. Can you provide any details on the lease at 333 34th with Sam Ash and I think you guys may have put $25 million or so into that building over the past couple of years, so just maybe the return on cast that you're getting on that space which is now, I guess, fully leased up?

I'd have to come back to you with those details. I don't have them at my finger tips. We can come back to you with some specifics on that asset.

Okay, all right, thank you.

And our next question will come from the line of Michael Knott with Green Street Advisors. Please proceed.

Hi, guys. If the public market is trailing private market values, why is the ATM an attractive source of capital so far this year, and in this last quarter?

I think what we said is, Michael, that the -- Jim's words were, I think, ATM is off, so I don't know where you heard that the ATM is an attractive source of capital.

Michael, we raised ATM money, I think, predominantly before even the last earnings call, I think we were done right about then.

I think the stock prices then were well in excess of where they sit today. We had sold values four months ago. My comment specifically was, in the past few months, the stock price in the multiples have kind of steadied or eroded while the property markets have moved ahead. So the result of that comment would be sales on ATM off, I think that's exactly what we have done.

Okay, and then just a way of asking about leasing market trends, just it sounds like things have slowed down a little bit, but do you think as it slowed down enough to make you more glad that you got Viacom done when you did? Would that negotiation feel different just a few months later or has the market not changed enough to really have affected say that lease just hypothetically?

No, I don't think that falls into the category of what we're talking about, that was unique. That was a unique building and unique offering for a certain tenant and I think you could look at it today and say it can go either way. But what we're saying generally for the more commodity-like tenants and tenants in the financial sector for the most part, they seem to be a little bit more cautious on growth, they seem to be doing more [densification] which is healthy for the industry, but it's just put a temporary cap, we think, on near-term future growth, but that may kickback into gear after Labor Day or after the election, which was my comment earlier.

We don't see any kind of seismic shift, if you will. The market is still, as I said earlier, pretty well balanced and relatively favorable for us to do the large volume leasing we're doing. So I don't think there's been any material shift of anything in the past few months. We've been saying all year that the gains would be somewhat muted and flat and I think its turned out that way. So to the contrary, I think some of these deals were doing now if we held out a few more months we would be doing better deals, but with that said, that's just not our approach. Our approach is generally just leave what's in front of us and we catch the increases on the next wave of leasing. So we try not to, except in very select instances, do things like warehousing and things like that.

Right, okay. Thanks for the comments.

And our next question will come from the line of Mitch Germain with JMP Securities. Please proceed.

Just some thoughts on concessions, Marc or Steve. Have you seen any change over the last couple of [weeks?]

From my perspective, not really. I think they've been fairly flat all year long. It really kind of depends on the size of the tenant you're talking about. If it's smaller tenants, call it 10,000 square feet or less, you've got to deliver the space built which is why you've not seen us stop the pre-build program. We've been doing it for a couple years and we continue to do it.

On the bigger deals, it's still in that kind of $65 cash allowance where the space (inaudible) has to be built for a long-term lease, and where we're doing renewals or lease up on built space, then it depends on the deal, but it's kind of cosmetic money to modest alterations. But I don't think we've seen a real migration as far as the amount of free rent. It's still kind of 10 months of free rent if the tenant is building the space and it's less if the landlord is building the space, and the TI as I outlined.

And in that increased competition that you guys mentioned from competing landlords, is that for all tenant sizes, meaning is it for the smaller spaces to the larger or is it for any particular set?

Well, I think what Marc was saying, and certainly what I'm seeing is that tenants are going farther afield to satisfy their space requirements. So that may mean that a tenant whose on Fifth Avenue and you would have normally thought that tenant was going to say within a two- or three-block radius of where his current space is, is now opening it up and saying I'll go to Midtown South because I just like the lifestyle or I'll go farther west because I'm chasing a lower rate. You're seeing a broader geographic search by a lot of tenants, and that's what's adding a different twist to the competitive landscape.

Thank you.

Your next question comes from the line of Omotayo Okusanya from Jefferies. Please proceed.

Yes, just two questions. First one in regards to just dividend policy going forward, how we should be thinking about that?

Yes, I think just to be consistent with what we've said before, we expect that our -- just by virtue of increases in our taxable income in the Company we will need to increase dividends as we move forward. And our expectation would be to do it at a pace which is relatively high, we think, compared to what others in the industry would be doing. So I think you'd see us continuing to retain significant cash, but increasing our dividends by virtue of need as a result of our taxable income.

Okay, and then secondly, just when I think back to your Investor Day and all your 2012 goals and you're kind of looking at a half year report right now, you're well ahead on quite a few of the goals, but two in particular, I would like you guys to talk about, just achieving mark-to-market on New York leases of greater than 5% and Manhattan portfolio occupancy of 95.8%, just kind of given where you are for Q2, how you kind of are thinking about potentially meeting at least those two particular goals in the back half of the year?

Well, I can tell you where we are currently. I can't exactly project where we will be four or five months from now, but I would say that currently, I think we're tracking 7 points ahead on the mark-to-market, so that would seem to fit snugly within the greater than 5. And we'll just have to keep, we got our work cut out for us for the rest of the year to try and meet or achieve that, but as we sit here today, we're certainly not revising that upward or downward. We're comfortable with that particular objective and that was a fairly robust objective, I think, going into somewhat of a choppy market.

And as to occupancy, there's a lot of moving parts. I think that we ended the year with something like 95.3% and we had projected about 95.8%, if I recall, right? And I think we'll be somewhere, that probably book ends where we'll end up. We're going to certainly do our best to try and get right to that 95.8% and I don't see any erosion of where we were, but as I said earlier, there's like 50 leases that are in advanced stage and then, Steve, how many lease, 35 leases I think where (inaudible - multiple speakers)?

Yes, when you look at the pipeline of proposals that we've got out and you cull through that and you say well if there's 50 or 60 proposals, you say which ones do you think are really likely to make, there's 35 proposals covering another 680,000 square feet.

So our objective will be to get those done by December, and I think if we do we'll hit it, and if you have 10% or 20% that laps into January, you may slightly miss it or maybe exceed it in December and then have it adjust again in January. So we're in pretty good shape.

Got it. Very helpful, thank you.

And our next caller will come from the line of George Auerbach with ISI Group. Please proceed.

Hi, it's Steve Sakwa here. Just a question, Marc. I wanted to go back to the, I guess, Park Avenue and the up zoning and your project actually on Madison. I know you guys have kind of put that whole assemblage together. Just kind of what are your thoughts for that project, and what would it take for you to redevelop that asset today?

Well, we're constantly working on it, but we're working on it with an eye towards a very long lead time of delivery. So nothing that I would say is imminent because between the planning stage and demolition and vacate, build, and it's just a very long process. And I think we're moving that along. Our goal was to have a lot more to say about it by the end of the year and I think we'll have more visibility into how this proposal may or may not affect our desires to accelerate or change our thinking as to size and timing. But I think the zoning proposal or the amended proposal makes sense without regard to the project.

That's just, this zoning is going to affect many, many blocks and properties and sites, of which this is one of many. So the bigger issue for us is with 11 million or 12 million feet in this area, most of which will not be redeveloped, is just to see this area be improved and be anchored as the number one destination for business, and that could only serve to benefit all the properties located within that district, but I think it benefits the city.

It's just going -- it's going to put the tenants at a place where there is the highest tenant demand and where the public transit infrastructure can handle the most amount of people. So our procedure and our thoughts on the site, timing, et cetera, is somewhat independent of this exercise, but certainly we'll have the result of the zoning amendment before we take any material step forward, so we'll kind of know where we are when it comes time to get to that next phase of the project, which would be a more serious and definite timeline for construction and delivery.

And I assume it's fair that you would want a sort of a large anchor tenant to kind of pre-lease to lease maybe 50% of that building before you start?

Certainly, in this market you would.

Yes.

It changes from market to market, but I'd say in three out of four markets, yes, and there is one out of four markets, no. So as we sit here today, yes, but I want to put an asterisk on that because it really depends on a market towards the middle or end of this decade, not today's market is somewhat irrelevant.

Right. And then just kind of the other question. I know the suburban and kind of Westchester and Connecticut assets are kind of a small piece of the pie, but just sort of what's your thought process on that longer term and you sold the 1 Court, but do you have kind of a game plan to sell those assets in the kind of near future or are the markets just too difficult to try and move any of that product today?

I think unfortunately the markets are just too difficult today. There's not an active sale or capital market out there. So I think that our plan for the short and medium term right now is to hold the assets, let our operations group do what they've been doing, trying to fight for occupancy and do as well as they can, renewing tenants, and wait for a better market out there and a broader economic recovery before we evaluate doing anything.

Okay, thanks.

All right, thank you, everyone. I think we're going -- it's gone past 3.15. If anyone is left on the call, we appreciate your dialing in today, and we'll speak with you again next quarter. Thanks.

Thank you for your participation in today's conference. This concludes your presentation. You may now disconnect. Good day, everyone.