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State of New York Public Service Commission STATE OF NEW YORK PUBLIC SERVICE COMMISSION At a session of the Public Service Commission held in the City of Albany on November 7, 2007 COMMISSIONERS PRESENT: Patricia L. Acampora, Chairwoman Maureen F. Harris Robert E. Curry, Jr. Cheryl A. Buley CASE 07-C-0992 - Petition of Verizon New York Inc. Pursuant to Section 99 of the Public Service Law for Approval to Sell a Portion of an Office Building. ORDER APPROVING TRANSFER (Issued and Effective November 7, 2007) BY THE COMMISSION: INTRODUCTION By petition dated August 17, 2007, Verizon New York Inc. (Verizon) notified us of its intention to sell approximately 90%1 of an office building located at 375 Pearl Street, New York, New York to TIP Acquisitions LLC (TIP). Verizon would retain an ownership interest in the portions of the building used for operation of central office equipment and cable facilities. Verizon intends to use the proceeds of the sale for general corporate purposes in New York State, including relocation of employees to other areas in the State, maintaining service quality, network reliability and security, and reducing costs. Verizon asked that we allow the transaction to become effective under the 1 The portion of the building subject to the sale includes the ground floor, including the lobby area, the Low Rise Unit (floors 2-7 and 11-13), the High Rise Unit (floors 14-32), and a portion of the cellar (Buyer Units). CASE 07-C-0992 constructive approval provisions of Public Service Law (PSL) §99(2), or, in the alternative, rule on the petition at the Commission session scheduled in November. Expeditious action would allow Verizon to begin relocation of its personnel and TIP to obtain financing and begin the renovation and leasing process. THE PROPOSED TRANSFER Verizon states that it owns a 100% fee interest in the property, with the right to occupy the entirety of the 32-story office building, a portion of which houses Verizon telecommunications switching equipment and cable facilities. Specifically, the petition describes Verizon’s fee simple ownership of 375 Pearl Street as including land, an office building, a plaza and certain below grade improvements at Block 113, Lot 150 of the tax map of the City of New York, Borough of Manhattan, and the air rights to Block 113, Lot 100. 375 Pearl Street will be conveyed subject to certain easements along the western boundary of the premises benefiting Bergtraum High School. The air rights are part of the Buyer Units. Verizon explains that it regularly reviews its real estate holdings to determine whether cost savings and other efficiencies can be realized through consolidation of work locations and selling properties or terminating leases. Verizon plans to relocate its employees to some of its other New York properties. According to Verizon, the market for high-end office space in downtown Manhattan, where 375 Pearl Street is located, is strong and demand for such space continues to outpace supply. As a result, Verizon has the opportunity to realize significant value from its sale of 375 Pearl Street, while at the same time reducing its expenses. Following the sale, Verizon will be able to more efficiently utilize some of its other New York properties, to which the office functions maintained at 375 Pearl Street will be relocated. Because central office equipment is located within the -2- CASE 07-C-0992 building, Verizon will retain an ownership interest in floors 8-10 and portions of the cellar, including the cable vault. In April 2007, the petition states that Verizon engaged the services of a real estate broker; the broker prepared an information package distributed to 201 prospective purchasers, solicited bids, provided a confidential offering memorandum to 48 potential purchasers, and contacted potential purchasers to determine their interest. With the broker’s assistance, Verizon obtained and reviewed five offers during an initial round of bidding and four offers during a second round. Verizon states that, on August 14, 2007, it entered into a Contract of Sale for 375 Pearl Street to TIP, described in the petition as the most responsible and responsive final bidder, with substantial experience in acquisition and redevelopment of office, residential, and mixed-use properties. The total purchase price under the Contract of Sale is $172.5 million. The petition states that the Contract of Sale allows Verizon to lease some of the Buyer Units on: floors 19-32 for up to 9 months from the closing date and on floors 1-18 for 14 months from the closing date, for a net rent of $20.00 per square foot per annum, plus electric, real estate taxes, and operating costs. Verizon has the right to terminate the lease after 9 months by providing 60 days written notice, with no further obligations on the part of Verizon. Verizon also has the right to maintain the illuminated Verizon sign at the top of the building during the first nine months after the closing for no charge, and following the Buyer’s renovation of the building for approximately $1 million per annum subject to certain termination rights of each party. According to the petition, special provisions are established to protect telecommunications equipment and cable facilities in the building from any potential adverse effects from TIP’s ownership. These include waterproofing and sprinkler installation on the floor directly above Verizon’s low rise floors, -3- CASE 07-C-0992 independent heating and cooling systems for, and restriction of access to, the Verizon floors, limitations on TIP’s right to sell the property during initial building renovations, right of first offer, and, under certain circumstances, right of first refusal if TIP seeks to sell its interest. Verizon states that the sale of the property is clearly in the public interest. It notes that the sale of its interest in the building assists the company in carrying out its long standing consolidation program to combine its work locations and make optimum use of its real estate holdings. It also states that its retention of the sale proceeds would assist in achieving greater efficiencies through relocation of its employees, reducing costs associated with ownership and operation of the building (approximately $19 million per year), and allowing the company to improve service quality, network reliability, and security. Verizon asserts that the sale will have no adverse affect on its operations or the provision of service to its customers; it will improve the overall efficiency of its operations; and, its retention of the intrastate gain will help the company to continue investing in New York State. The petition states that the sales price is reasonable because it resulted from a competitive bidding process conducted by an established real estate firm and involved a large pool of potential purchasers. This process, according to Verizon, resulted in the best price available for the property interest. Verizon proposes that it record the gain associated from the sale of the buildings and the building fixtures as net salvage in Account 3100, Accumulated Depreciation, and that it treat proceeds from the land as a gain charged to Account 7150, Gains and Losses from the Disposition of Land and Artworks. Verizon estimates that the sale will result in a total company, pretax gain of $72.54 million ($67.78 million for the land and $4.76 for the building). It allocates the net proceeds of the sale between the -4- CASE 07-C-0992 land and the building, based upon the results of an independent appraisal conducted by Pearson Realty Services, Inc. (Pearson). Verizon requests permission to record the intrastate pre-tax gain of approximately $43.17 million allocated to the land portion as current income to Account 7150 Gains and Losses from the Disposition of Land and Artworks. Verizon states this accounting is reasonable because it will provide Verizon a small measure of relief from the serious shortfall in New York intrastate earnings. Verizon also states that retention of the gain would increase its ability to survive and compete in an increasingly competitive market, where it has already lost millions of access lines and experienced significant declines in revenues. Verizon notes that recording the pretax gain allocated to the land portion of the properties in Account 7150 is consistent with Generally Accepted Accounting Principles. Verizon states that its retention of the gain from this sale is consistent with Commission determinations, including numerous orders approving transfers of real property and allowing the company to retain the gain from the transactions in light of the significantly competitive telecommunications market. Further, the company notes that in its Competition III Order, the Commission stated that it expected to allow utilities facing significant competitive pressures to retain refunds and gains on the sale of assets so long as cost-of-service based regulation is no longer relevant.2 The Pearson appraisal, dated May 1, 2007, estimated the total market value of the land and building to be $264 million, based upon sale and use of the building in an “as is” condition. As Verizon retained 9.5% of the property, the appraised value of 2 Case 05-C-0616, Transition to Intermodal Competition in the Provision of Telecommunications Services, Statement of Policy on Further Steps Toward Competition in the Intermodal Telecommunications market and Order Allowing Rate Filings (issued April 11, 2006) (Competition III Order). -5- CASE 07-C-0992 the property interest sold was $238.9 million, in excess of the $172.5 million purchase price.3 In response to inquiries from the Department of Public Service Staff (Staff), Verizon explained that, in accepting the bid, it concluded that $172.5 million was deemed the best offer received, considering the costs the buyer would need to incur to cut new windows in the façade, clear and renovate the space, and remove some asbestos to convert it to the intended final configuration.
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