Loan Receivable, net - Related Party |
9 Months Ended |
|---|---|
Sep. 30, 2026 | |
| Loan Receivable, net - Related Party | |
| Loan Receivable, net - Related Party | Note 7—Loan Receivable, net – Related Party On March 31, 2023, the Company, as lender and as administrative agent, and Star Holdings, as borrower, entered into a senior secured term loan facility, which was amended on October 4, 2023, March 28, 2025 and September 29, 2026, in an aggregate principal amount of $115.0 million (the “Secured Term Loan Facility”) and an additional commitment amount of up to $25.0 million at Star Holding’s election (the “Incremental Term Loan Facility”, together with the Secured Term Loan Facility, as amended, the “Star Holdings Term Loan Facility”). During the three months ended September 30, 2026 and 2025, the Company recorded $2.4 million and $2.4 million, respectively, of interest income on the Star Holdings Term Loan Facility, which is recorded in “Interest income” in the Company’s consolidated statements of operations. During the nine months ended September 30, 2026 and 2025, the Company recorded $7.0 million and $7.1 million, respectively, of interest income on the Star Holdings Term Loan Facility, which is recorded in “Interest income” in the Company’s consolidated statements of operations. As of each of September 30, 2026 and December 31, 2025, the Star Holdings Term Loan Facility had a principal balance of $115.0 million.
The Star Holdings Term Loan Facility is a secured credit facility. Borrowings under the Star Holdings Term Loan Facility bear interest at a fixed rate of 8.00% per annum, which may increase to 10.00% per annum if any loans remain outstanding under the Incremental Term Loan Facility. On March 28, 2025, the Company and Star Holdings entered into an amendment to the Star Holdings Term Loan Facility that extended the maturity date by one year to March 31, 2028, provides that Star Holdings may re-borrow amounts that have been repaid on the Incremental Term Loan Facility and permits Star Holdings to repurchase up to $10.0 million in shares of its common stock, subject to certain conditions. On September 29, 2026, the Company and Star Holdings further amended the Star Holdings Term Loan Facility that, among other things: (i) extended the maturity date by one year to March 31, 2029, with the option for Star Holdings to extend the maturity date to September 30, 2029, subject to the satisfaction of certain conditions, including the payment of an extension fee equal to 0.5% of the then outstanding loans, and with the interest rate on outstanding borrowings increasing 1.0% per annum during the extension period; (ii) permits Star Holdings to make one or more voluntary prepayments of up to $50.0 million in the aggregate, plus the amount of any restricted cash held by the margin loan lender on its margin loan facility with Morgan Stanley Bank, N.A. that is currently secured by all of the shares of the Company’s common stock owned by Star Holdings; and (iii) provides a new restricted payments basket that will permit Star Holdings to repurchase up to $10.0 million of its common shares for cash after it has prepaid its margin loan facility by at least $40.0 million (exclusive of prepayments using restricted cash held by the margin loan lender). Star Holdings completed the required $40.0 million prepayment of its margin loan facility in September 2026. Star Holdings paid the Company a maturity extension fee of $2.4 million in October 2026 in connection with the amendment. The Star Holdings Term Loan Facility is secured by a first-priority perfected security pledge of all the equity interests in Star Holding’s primary real estate subsidiary. Since the first quarter of 2024, within business days after Star Holdings has delivered its unaudited quarterly financial statements, Star Holdings has been required to apply any unrestricted cash on its balance sheet in excess of the aggregate of (i) an operating reserve; and (ii) $50 million, to prepay the Star Holdings Term Loan Facility or alternatively, with the consent of the Company, Star Holdings may apply such cash to prepay its margin loan facility in lieu of any prepayment of the Star Holdings Term Loan Facility. The operating reserve is calculated on a quarterly basis and is equal to the aggregate of projected operating expenses (including payments to the Star Holdings local property consultants but excluding management fees and public company costs), projected land carry costs, projected capital expenditure and projected interest expense on the margin loan facility and the Star Holdings Term Loan Facility for the next twelve months; less the projected operating revenues for the next twelve months consistent with the operating budget approved by the Company. The Star Holdings Term Loan Facility contains certain customary covenants, including affirmative covenants on reporting, maintenance of property, continued ownership of interests in the Company as well as negative covenants relating to investments, indebtedness and liens, fundamental changes, asset dispositions, repayments, distributions and affiliate transactions. Furthermore, the Star Holdings Term Loan Facility contains customary events of default, including payment defaults, failure to perform covenants, cross-default and cross acceleration to other indebtedness, including the margin loan facility, impairment of security interests and change of control. During the three months ended September 30, 2026 and 2025, the Company recorded a provision for (recovery of) credit losses of $0.1 million and ($2) thousand, respectively, on the Star Holdings Term Loan Facility, including amounts on the Incremental Term Loan Facility, which was undrawn as of each of September 30, 2026 and December 31, 2025. During the nine months ended September 30, 2026 and 2025, the Company recorded a provision for (recovery of) credit losses of $0.1 million and ($0.1) million, respectively, on the Star Holdings Term Loan Facility, including amounts on the Incremental Term Loan Facility. The Company did not have any accrued interest receivable from the Star Holdings Term Loan Facility as of each of September 30, 2026 and December 31, 2025. The Company did not reverse any accrued interest on the Star Holdings Term Loan Facility during the three and nine months ended September 30, 2026 and 2025. |