Quarterly Report — Form 10-Q — Sect. 13 / 15(d) – SEA’34 Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: 10-Q Quarterly Report HTML 905K
2: EX-10.7 Material Contract HTML 639K
3: EX-10.8 Material Contract HTML 50K
8: EX-99.1 Miscellaneous Exhibit HTML 25K
4: EX-31.1 Certification -- §302 - SOA'02 HTML 32K
5: EX-31.2 Certification -- §302 - SOA'02 HTML 31K
6: EX-32.1 Certification -- §906 - SOA'02 HTML 25K
7: EX-32.2 Certification -- §906 - SOA'02 HTML 25K
15: R1 Document and Entity Information HTML 53K
16: R2 Condensed Consolidated Balance Sheets HTML 91K
17: R3 Condensed Consolidated Balance Sheets HTML 36K
(Parenthetical)
18: R4 Condensed Consolidated Statements of Income HTML 87K
19: R5 Condensed Consolidated Statements of Income HTML 35K
(Parenthetical)
20: R6 Condensed Consolidated Statements of Comprehensive HTML 42K
(Loss) Income
21: R7 Condensed Consolidated Statement of Equity HTML 86K
22: R8 Condensed Consolidated Statements of Cash Flows HTML 113K
23: R9 Organization HTML 44K
24: R10 Summary of Significant Accounting Policies HTML 40K
25: R11 Investments in Real Property HTML 267K
26: R12 Debt Obligations HTML 204K
27: R13 Derivatives and Hedging Activities HTML 122K
28: R14 Fair Value of Financial Instruments HTML 49K
29: R15 Stockholders? Equity HTML 104K
30: R16 Related Party Transactions HTML 132K
31: R17 Net (Loss) Income Per Common Share HTML 61K
32: R18 Segment Information HTML 124K
33: R19 Subsequent Events HTML 28K
34: R20 Summary of Significant Accounting Policies HTML 46K
(Policies)
35: R21 Investments in Real Property (Tables) HTML 265K
36: R22 Debt Obligations (Tables) HTML 195K
37: R23 Derivatives and Hedging Activities (Tables) HTML 109K
38: R24 Fair Value of Financial Instruments (Tables) HTML 49K
39: R25 Stockholders? Equity (Tables) HTML 95K
40: R26 Related Party Transactions (Tables) HTML 78K
41: R27 Net (Loss) Income Per Common Share (Tables) HTML 59K
42: R28 Segment Information (Tables) HTML 123K
43: R29 Organization (Details) HTML 65K
44: R30 Summary of Significant Accounting Policies HTML 24K
(Details)
45: R31 Investments in Real Property (Schedule of HTML 72K
Consolidated Investments in Real Property)
(Details)
46: R32 Investments in Real Property (Schedule of HTML 36K
Acquisitions of Real Property) (Details)
47: R33 Investments in Real Property (Summary of Fair HTML 54K
Value of Acquired Real Properties) (Details)
(Details)
48: R34 Investments in Real Property (Schedule Of Disposed HTML 65K
Properties) (Details)
49: R35 Investments in Real Property (Narrative) (Details) HTML 59K
50: R36 Investments in Real Property (Schedule of HTML 35K
Adjustments to Rental Revenue Related to
Amortization) (Details)
51: R37 Investments in Real Property (Schedule of Top HTML 66K
Tenants) (Details)
52: R38 Debt Obligations (Schedule of Borrowings) HTML 75K
(Details)
53: R39 Debt Obligations (Narrative) (Details) HTML 75K
54: R40 Debt Obligations (Schedule of Mortgage Note HTML 70K
Borrowings) (Details)
55: R41 Debt Obligations (Schedule Of Repayment Of HTML 49K
Mortgage Note) (Details)
56: R42 Debt Obligations (Summary of Borrowings Reflects HTML 118K
Contractual Debt Maturities Footnote) (Details)
57: R43 Derivatives and Hedging Activities (Narrative) HTML 50K
(Details)
58: R44 Derivatives and Hedging Activities (Reconciliation HTML 63K
of AOCI) (Details)
59: R45 Derivatives and Hedging Activities (Gross Fair HTML 41K
Value of Derivative Financial Instruments)
(Details)
60: R46 Derivatives and Hedging Activities (Effect of HTML 43K
Derivative Financial Instruments) (Details)
61: R47 Fair Value of Financial Instruments (Details) HTML 67K
62: R48 Stockholders? Equity (Narrative) (Details) HTML 33K
63: R49 Stockholders? Equity (Information of Share HTML 75K
Transactions) (Details)
64: R50 Related Party Transactions (Advisory Agreement) HTML 49K
(Details)
65: R51 Related Party Transactions (Public Offering Dealer HTML 63K
Manager Agreement) (Details)
66: R52 Related Party Transactions (Restricted Stock) HTML 89K
(Details)
67: R53 Related Party Transactions (Schedule of RSU HTML 34K
Grants) (Details)
68: R54 Related Party Transactions (Private Placements of HTML 62K
Delaware Statutory Trust Interests) (Details)
69: R55 Related Party Transactions (Summary of Fees and HTML 62K
Other Amounts Earned by Advisor) (Details)
70: R56 Net (Loss) Income Per Common Share (Details) HTML 50K
71: R57 Segment Information (Revenue and Components of Net HTML 40K
Operating Income) (Details)
72: R58 Segment Information (Reconciliation of Net HTML 58K
Operating Income to Reported Net Income) (Details)
73: R59 Segment Information (Schedule of Total Assets by HTML 45K
Business Segment) (Details)
75: XML IDEA XML File -- Filing Summary XML 139K
74: EXCEL IDEA Workbook of Financial Reports XLSX 102K
9: EX-101.INS XBRL Instance -- ck0001327978-20170930 XML 3.48M
11: EX-101.CAL XBRL Calculations -- ck0001327978-20170930_cal XML 217K
12: EX-101.DEF XBRL Definitions -- ck0001327978-20170930_def XML 925K
13: EX-101.LAB XBRL Labels -- ck0001327978-20170930_lab XML 1.85M
14: EX-101.PRE XBRL Presentations -- ck0001327978-20170930_pre XML 1.19M
10: EX-101.SCH XBRL Schema -- ck0001327978-20170930 XSD 231K
76: ZIP XBRL Zipped Folder -- 0001327978-17-000183-xbrl Zip 300K
FOR VALUE RECEIVED DPF 655 MONTGOMERY LP , a Delaware limited partnership, as maker, having its principal place of business at c/o Black Creek Diversified Property Fund Inc., c/o General Counsel, 518 17th Street, Suite
1700, Denver, Colorado80202 (“Borrower”), hereby unconditionally promises to pay to the order of MORGAN STANLEY BANK, N.A., a national banking association], having an address at 1585 Broadway, New York, New York10036 (together with its successors and/or assigns, “Bank”), at the principal office of MORGAN
STANLEY MORTGAGE CAPITAL HOLDINGS LLC, a New York limited liability company, having an address at 1585 Broadway, New York, New York10036, as administrative agent (“Agent”), or at such other place as the holder hereof may from time to time designate in writing, the principal sum of up to ONE HUNDRED TEN MILLION SIX HUNDRED THOUSAND AND NO/100 DOLLARS ($110,600,000.00), or so much thereof as is advanced, in lawful money of the United States of America, with interest thereon to be computed from the date of this Note at the Applicable Interest Rate, and to be paid in accordance with the terms of this Note and that certain Loan Agreement,
dated as of the date hereof, among Borrower, the lenders named therein (including Bank), as Lenders, and Agent, as administrative agent for the benefit of Lenders (as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time, the “Loan Agreement”). All capitalized terms not defined herein shall have the respective meanings set forth in the Loan Agreement.
ARTICLE 1: PAYMENT TERMS
Borrower agrees to pay the principal sum of this Note and interest on the unpaid principal sum of this Note from time to time outstanding at the rates and at the times specified in Article II of the Loan Agreement and the outstanding balance of the principal sum of this Note and all accrued and unpaid interest thereon shall be due and payable on the Maturity
Date.
ARTICLE 2 : DEFAULT AND ACCELERATION
The Debt shall without notice become immediately due and payable at the option of Bank if any payment required in this Note is not paid on or prior to the date when due (subject to any applicable notice and cure periods) or if not paid on the Maturity Date or on the happening of any other Event of Default.
ARTICLE 3 : LOAN DOCUMENTS
This Note is secured by the Mortgage and the other Loan Documents. All of the terms, covenants and conditions contained in the Loan Agreement, the Mortgage and the other Loan Documents are hereby made part of this Note to the same extent and with the same force as if they were fully set forth herein. In the event of a conflict
or inconsistency between the terms of this Note and the Loan Agreement, the terms and provisions of the Loan Agreement shall govern.
1
ARTICLE 4 : SAVINGS CLAUSE
Notwithstanding anything to the contrary, (a) all agreements and communications between Borrower and Bank are hereby and shall automatically be limited so that, after taking into account all amounts deemed interest, the interest contracted for, charged or received by Bank shall never exceed the Maximum Legal Rate, (b) in calculating whether any interest exceeds the Maximum Legal Rate, all such interest shall be amortized, prorated, allocated and spread over the full amount and term of all principal indebtedness of Borrower to Bank, and (c) if through any contingency
or event, Bank receives or is deemed to receive interest in excess of the Maximum Legal Rate, any such excess shall be deemed to have been applied toward payment of the principal of any and all then outstanding indebtedness of Borrower to Bank, or if there is no such indebtedness, shall immediately be returned to Borrower.
ARTICLE 5 : NO ORAL CHANGE
This Note may not be modified, amended, waived, extended, changed, discharged or terminated orally or by any act or failure to act on the part of Borrower, Agent or Bank, but only by an agreement in writing signed by the party against whom enforcement of any modification, amendment, waiver, extension, change, discharge or termination is sought.
ARTICLE 6 : WAIVERS
Borrower
and all others who may become liable for the payment of all or any part of the Debt do hereby severally waive presentment and demand for payment, notice of dishonor, notice of intention to accelerate, notice of acceleration, protest and notice of protest and non-payment and all other notices of any kind except as expressly required in the Loan Agreement or required by applicable law. No release of any security for the Debt or extension of time for payment of this Note or any installment hereof, and no alteration, amendment or waiver of any provision of this Note, the Loan Agreement or the other Loan Documents made by agreement between Agent, Bank or any other Person shall release, modify, amend, waive, extend, change, discharge, terminate or affect the liability of Borrower or any other Person who may become liable for the payment of all or any part of the Debt under this Note, the Loan Agreement or the other Loan Documents. No notice to or demand on Borrower shall
be deemed to be a waiver of the obligation of Borrower or of the right of Agent or Bank to take further action without further notice or demand as provided for in this Note, the Loan Agreement or the other Loan Documents. If Borrower is a partnership or limited liability company, the agreements herein contained shall remain in force and be applicable, notwithstanding any changes in the Persons comprising the partnership or limited liability company, and the term “Borrower,” as used herein, shall include any alternate or successor partnership or limited liability company, but any predecessor partnership or limited liability company and their partners or members shall not thereby be released from any liability. If Borrower is a corporation, the agreements contained herein shall remain in full force and be applicable notwithstanding any changes in the Persons comprising, or the officers and directors relating to, the corporation, and the term “Borrower,”
as used herein, shall include any alternative or successor corporation, but any predecessor corporation shall not be relieved of liability hereunder. (Nothing in the foregoing sentence shall be construed as a consent to, or a waiver of, any prohibition or restriction on transfers
2
of interests in such partnership, limited liability company or corporation, which may be set forth in the Loan Agreement, the Mortgage or any other Loan Document.)
ARTICLE 7 : TRANSFER
Upon the transfer of this Note, Borrower hereby waiving notice of any such transfer (except to the extent such notice is expressly required pursuant to the Loan Agreement), Bank may deliver all the collateral mortgaged,
granted, pledged or assigned pursuant to the Loan Documents, or any part thereof, to the transferee who shall thereupon become vested with all the rights herein or under applicable law given to Bank with respect thereto, and Bank shall thereafter forever be relieved and fully discharged from any liability or responsibility in the matter arising from events thereafter occurring; but Bank shall retain all rights hereby given to it with respect to any liabilities and the collateral not so transferred.
ARTICLE 8 : EXCULPATION
The provisions of Section 11.22 of the Loan Agreement are hereby incorporated by reference into this Note to the same extent and with the same force as if fully set forth herein.
ARTICLE
9 : GOVERNING LAW
(A) THIS NOTE WAS NEGOTIATED IN THE STATE OF NEW YORK, AND MADE BY BORROWER AND ACCEPTED BY BANK IN THE STATE OF NEW YORK, AND THE PROCEEDS OF THIS NOTE WERE DISBURSED FROM THE STATE OF NEW YORK, WHICH STATE THE PARTIES AGREE HAS A SUBSTANTIAL RELATIONSHIP TO THE PARTIES AND TO THE UNDERLYING TRANSACTION EMBODIED HEREBY, AND IN ALL RESPECTS, INCLUDING, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, THIS NOTE AND THE OBLIGATIONS ARISING HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE (WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS)
AND ANY APPLICABLE LAW OF THE UNITED STATES OF AMERICA. TO THE FULLEST EXTENT PERMITTED BY LAW, BORROWER HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVES ANY CLAIM TO ASSERT THAT THE LAW OF ANY OTHER JURISDICTION GOVERNS THIS NOTE AND THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK PURSUANT TO SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.
(B) ANY LEGAL SUIT, ACTION OR PROCEEDING AGAINST BANK OR BORROWER ARISING OUT OF OR RELATING TO THIS NOTE MAY AT BANK’S OPTION BE INSTITUTED IN ANY FEDERAL OR STATE COURT IN THE CITY OF NEW YORK, COUNTY OF NEW YORK, PURSUANT TO SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, AND BORROWER WAIVES ANY OBJECTIONS WHICH IT MAY NOW OR HEREAFTER HAVE BASED ON VENUE AND/
3
OR
FORUM NON CONVENIENS OF ANY SUCH SUIT, ACTION OR PROCEEDING, AND BORROWER HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUIT, ACTION OR PROCEEDING. BORROWER DOES HEREBY DESIGNATE AND APPOINT:
AS ITS AUTHORIZED AGENT TO ACCEPT AND ACKNOWLEDGE ON ITS BEHALF SERVICE OF ANY AND ALL PROCESS WHICH MAY BE SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY FEDERAL OR STATE COURT IN NEW YORK, NEW YORK,
AND AGREES THAT SERVICE OF PROCESS UPON SAID AGENT AT SAID ADDRESS AND WRITTEN NOTICE OF SAID SERVICE MAILED OR DELIVERED TO BORROWER IN THE MANNER PROVIDED HEREIN SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON BORROWER IN ANY SUCH SUIT, ACTION OR PROCEEDING IN THE STATE OF NEW YORK. BORROWER (I) SHALL GIVE PROMPT NOTICE TO BANK OF ANY CHANGED ADDRESS OF ITS AUTHORIZED AGENT HEREUNDER, (II) MAY AT ANY TIME AND FROM TIME TO TIME DESIGNATE A SUBSTITUTE AUTHORIZED AGENT WITH AN OFFICE IN NEW YORK, NEW YORK (WHICH SUBSTITUTE AGENT AND OFFICE SHALL BE DESIGNATED AS THE PERSON AND ADDRESS FOR SERVICE OF PROCESS), AND (III) SHALL PROMPTLY DESIGNATE SUCH A SUBSTITUTE IF ITS AUTHORIZED AGENT CEASES TO HAVE AN OFFICE IN NEW YORK, NEW YORK OR IS DISSOLVED WITHOUT LEAVING A SUCCESSOR.
ARTICLE 10 : NOTICES
All notices or other
written communications hereunder shall be delivered in accordance with Section 11.6 of the Loan Agreement.
ARTICLE 11 JOINT AND SEVERAL LIABILITY
If Borrower consists of more than one Person, the obligations and liabilities of each Person shall be joint and several.
ARTICLE 12 COUNTERPARTS
This Note may be executed in any number of counterparts, each of which shall be deemed an original, and all of which together shall constitute one instrument.
[NO FURTHER TEXT ON THIS PAGE]
4
IN
WITNESS WHEREOF, Borrower has duly executed this Promissory Note as of the day and year first above written.
BORROWER:
DPF
655 MONTGOMERY LP, a Delaware limited partnership
By: DPF 655 Montgomery GP LLC, a Delaware limited liability company, its general partner
By: DPF 655 Montgomery Holdings Limited Partnership, a Delaware limited partnership, its sole member
By: DPF TRS Holdings I LLC, a Delaware limited liability company, its general partner
By:
DCTRT Leasing Corp., a Delaware corporation, its sole member
By: Black Creek Diversified Operating Partnership LP, a Delaware limited partnership, its sole shareholder
By: Black Creek Diversified Property Fund Inc., a Maryland corporation,
its general partner
BY SIGNING BELOW, BORROWER EXPRESSLY ACKNOWLEDGES AND UNDERSTANDS THAT, PURSUANT TO THE TERMS OF THIS NOTE, BORROWER HAS AGREED THAT IT HAS NO RIGHT TO PREPAY THIS NOTE PRIOR TO THE MATURITY DATE (EXCEPT AS EXPRESSLY SET FORTH TO THE CONTRARY HEREIN OR IN THE OR LOAN AGREEMENT), AND THAT IT SHALL BE LIABLE FOR THE PAYMENT OF THE PREPAYMENT PREMIUM FOR PREPAYMENT OF THIS NOTE UPON ACCELERATION OF THIS NOTE IN ACCORDANCE WITH ITS TERMS EXCEPT AS EXPRESSLY SET FORTH HEREIN OR IN THE MORTGAGE. FURTHER, BY SIGNING BELOW, BORROWER WAIVES ANY RIGHTS IT MAY HAVE UNDER SECTION 2954.10 OF THE CALIFORNIA CIVIL CODE, OR ANY SUCCESSOR STATUTE, AND EXPRESSLY ACKNOWLEDGES AND
UNDERSTANDS THAT LENDER HAS MADE THE LOAN IN RELIANCE ON THE AGREEMENTS AND WAIVER OF BORROWER AND THAT BANK WOULD NOT HAVE MADE THE LOAN WITHOUT SUCH AGREEMENTS AND WAIVER OF BORROWER.
[SIGNATURE ON FOLLOWING PAGE]
6
IN WITNESS WHEREOF, Borrower has duly executed this Promissory Note as of the day and year first above written.
BORROWER:
DPF
655 MONTGOMERY LP, a Delaware limited partnership
By: DPF 655 Montgomery GP LLC, a Delaware limited liability company, its general partner
By: DPF 655 Montgomery Holdings Limited Partnership, a Delaware limited partnership, its sole member
By: DPF TRS Holdings I LLC, a Delaware limited liability company, its general partner
By:
DCTRT Leasing Corp., a Delaware corporation, its sole member
By: Black Creek Diversified Operating Partnership LP, a Delaware limited partnership, its sole shareholder
By: Black Creek Diversified Property Fund Inc., a Maryland corporation,
its general partner