What changed in this filing

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Item 1A. Risk Factors

2025-02-10 compared with 2024-02-12 · 35 added, 30 removed, 200 unchanged (25% of the section changed)

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See "Forward-Looking Statements" included elsewhere in this Annual Report on Form 10-K for the factors that could affect our rental income and/or property operating expenses and therefore adversely affect our financial condition, operating results, and cash flows.

Recent significant increases in inflation and interest rates could adversely affect us and our tenants.

Inflation has significantly increased over the last three years and may continue to be elevated or increase further.

The efforts of the Federal Reserve to combat inflation have led to significant increases in interest rates.

These increases have resulted in higher operating and incremental borrowing costs for us and our tenants.

Although the terms of our leases, the duration of our indebtedness, and our relatively low exposure to floating rate debt have mitigated the direct impact of inflation and interest rate increases, the degree and pace of these changes have had and may continue to have impacts on our business, including as a result of increased financing costs when we refinance our indebtedness, and a potential economic recession, which may lead to higher levels of unemployment and decreases in consumer confidence and/or discretionary spending.

Elevated levels of inflation and/or interest rates could adversely affect us and our tenants.

Although recent inflationary pressures have begun to abate, inflation may increase in the future, and such increases could lead to the Federal Reserve increasing interest rates.

Increases in interest rates could result in higher operating and incremental borrowing costs for us and our tenants.

Although the terms of our leases, the duration of our indebtedness, and our relatively low exposure to floating rate debt have historically mitigated the direct impact of inflation and interest rate increases, the degree and pace of these changes have had and may continue to have impacts on our business, including as a result of increased financing costs when we refinance our indebtedness, and a potential economic recession, which may lead to higher levels of unemployment and decreases in consumer confidence and/or discretionary spending.

International trade disputes, including U.S.

trade tariffs and retaliatory tariffs, could adversely impact our business.

International trade disputes, including threatened or implemented tariffs imposed by the U.S.

and threatened or implemented tariffs imposed by foreign countries in retaliation, could adversely impact our business.

Many of our tenants sell imported goods and tariffs or other trade restrictions could increase costs for these tenants.

To the extent our tenants are unable to pass these costs on to their customers, our tenants could be adversely impacted.

In addition, international trade disputes, including those related to tariffs, could result in inflationary pressures that directly impact our costs, such as costs for steel, lumber and other materials applicable to our redevelopment projects.

Trade disputes could also adversely impact global supply chains which could further increase costs for us and our tenants or delay delivery of key inventories and supplies.

Public health crises could materially and adversely affect our financial condition, operating results, and cash flows.

A future public health crisis could have repercussions across domestic and global economies and financial markets.

Government responses to such crises, including quarantines, may force our tenants to temporarily close stores, reduce hours, or significantly limit service which may result in significant economic contractions and a dramatic increase in national unemployment.

Public health crises can have repercussions across domestic and global economies and financial markets.

Government responses to such crises, including quarantines, may force our tenants to temporarily close stores, reduce hours, or significantly limit service and may lead to reduced spending by the retail customer, which may result in significant economic contractions and increases in national unemployment.

The direct and indirect impacts of these crises could adversely affect our financial condition, operating results, and cash flows.

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Our active value-enhancing reinvestment program subjects us to risks that could adversely affect our financial condition, operating results, and cash flows.

In order to maintain the attractiveness of our Portfolio to retailers and consumers, we actively reinvest in our assets in the form of repositioning and redevelopments projects.

In order to enhance the attractiveness of our Portfolio to retailers and consumers, we actively reinvest in our assets in the form of repositioning and redevelopment projects.

In addition to the risks associated with real estate investments in general, as described elsewhere, the risks associated with repositioning and redevelopment projects include:

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Our income is substantially comprised of rental income from tenants in our Portfolio.

Our income would be adversely affected if a significant number of our tenants failed to make rental payments when due as a result of

either operating challenges or disruptions in credit markets that adversely affect the ability of our tenants to obtain financing on favorable terms or at all.

Our income would be adversely affected if a significant number of our tenants failed to make rental payments when due as a result of either operating challenges or disruptions in credit markets that adversely affect the ability of our tenants to obtain financing on favorable terms or at all.

If our tenants are unable to meet their rental obligations, renew leases, or enter into new leases with us, our financial condition, operating results, and cash flows could be adversely impacted.

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We periodically assess whether there are any indicators, including property operating performance, changes in anticipated hold period, and general market conditions, that the carrying value of our real estate assets (including any related intangible assets or liabilities) may be impaired.

A property’s value is considered to be impaired only if the estimated aggregate future undiscounted and unleveraged property operating cash flows, taking into account the anticipated probability-weighted hold period, are less than the carrying value of the property.

A property’s value is considered to be impaired only if the estimated aggregate future undiscounted and unleveraged property operating cash flows, taking into account the

anticipated probability-weighted hold period, are less than the carrying value of the property.

Impairment charges have an immediate direct impact on our earnings.

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Our ability to acquire properties on favorable terms and successfully integrate, operate, reposition, or redevelop such properties is subject to several risks.

We may be unable to acquire desired properties

because of competition from other real estate investors, including from other well-capitalized REITs and institutional investment funds.

We may be unable to acquire desired properties because of competition from other real estate investors, including from other well-capitalized REITs and institutional investment funds.

Even if we are able to acquire desired properties, competition from such investors may significantly increase the price we must pay.

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and (3) limit our flexibility to respond to changing business and economic conditions.

Since 2022, interest rates have been significantly higher than in recent years, and as a result we could face increased debt service costs when we refinance our indebtedness in the future.

We are also subject to risks related to refinancing our indebtedness, including the risk that interest rates on new indebtedness will be significantly higher than the indebtedness being refinanced.

In addition, non-compliance with the terms of our debt agreements could result in the acceleration of a significant amount of indebtedness and could materially impair our ability to borrow unused amounts under existing financing arrangements or to obtain additional financing on favorable terms or at all.

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Since 2022, interest rates have been significantly higher than in recent years.

As of December 31, 2023, $500.0 million of borrowings under our Term Loan Facility and $18.5 million of borrowings under our Revolving Facility bear interest at variable rates.

As of December 31, 2024, $500.0 million of borrowings under our Term Loan Facility bear interest at variable rates.

In addition, we had $1.25 billion of available liquidity under our Revolving Facility which would bear interest at variable rates upon borrowing.

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In order to partially mitigate our exposure to interest rate risk, we have entered into interest rate swap agreements on $500.0 million of our variable rate debt, which involve the exchange of variable for fixed rate interest payments.

Taking into account our current interest rate swap agreements, a 100 basis point increase in interest rates would result in a $0.2 million increase in annual interest expense.

Taking into account our current interest rate swap agreements, a 100 basis point increase in interest rates would not result in an increase in annual interest expense.

We may be unable to obtain additional capital through the debt and equity markets on favorable terms or at all.

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Additionally, since 2022, interest rates have been significantly higher than in recent years.

Increased interest rates negatively affect our ability to efficiently refinance our outstanding debt.

Increased interest rates negatively affect our ability to efficiently refinance our outstanding

Consequently, we cannot provide assurance that we will be able to access the debt and equity capital markets on favorable terms or at all.

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The credit ratings assigned are based on our operating performance, liquidity and leverage ratios, financial condition and prospects, and other factors viewed by the credit rating agencies as relevant to our industry.

Our credit rating can affect our ability to access debt

capital, as well as the terms of certain existing and potential future debt financings.

Our credit rating can affect our ability to access debt capital, as well as the terms of certain existing and potential future debt financings.

Since we depend on debt financing to fund our business, an adverse change in our credit rating, including changes in our credit outlook, or even the initiation of a review of our credit rating that could result in an adverse change, could adversely affect our financial condition, operating results, and cash flows.

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We and our tenants face risks relating to cybersecurity attacks that could cause the loss of confidential information or other business disruptions.

We rely extensively on information technology ("IT") systems to operate and manage our business and process transactions, and as a result, our business is at risk from, and may be impacted by, cybersecurity attacks.

These attacks could include attempts to gain unauthorized access to our data and/or computer systems.

We rely extensively on information technology ("IT") systems, including systems through vendors and third parties, to operate and manage our business and process transactions, and as a result, our business is at risk from, and may be impacted by, cybersecurity attacks.

These attacks could include attempts to gain unauthorized access to our data and/or IT systems.

Attacks may be undertaken by individuals or may be highly organized attempts by very sophisticated organizations.

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however, there is no guarantee that such efforts will be successful in preventing or mitigating a cybersecurity attack.

A cybersecurity attack, such as a ransomware attack, could compromise the confidential information, including the personally identifiable information, of our employees, tenants, and vendors, disrupt the proper functioning of our networks, result in misstated financial reports or covenants under various financing agreements, and/or missed reporting deadlines, prevent us from properly monitoring our REIT qualification, result in our inability to maintain the building systems relied upon by our tenants for the efficient use of their leased space, or require significant management attention and resources to remedy any damages that result.

A successful attack could also damage our reputation and result in significant remediation costs and potential litigation.

Further, new technologies such as Artificial Intelligence may be more capable at evading these safeguard measures.

A cybersecurity attack, such as a ransomware attack, could compromise the confidential information, including the personally identifiable information, of our employees, tenants, and vendors, disrupt the proper functioning of our networks and IT systems, result in misstated financial reports or covenants under various financing agreements, and/or missed reporting deadlines, prevent us from properly monitoring our REIT qualification, result in our inability to maintain the building systems relied upon by our tenants for the efficient use of their leased space, or require significant management attention and resources to remedy any damages that result.

A successful attack could also damage our reputation and result in significant remediation costs, regulatory investigations, and potential litigation.

Similarly, our tenants rely extensively on IT systems to process transactions and manage their businesses and thus are also at risk from, and may be impacted by, cybersecurity attacks, which could impact their ability to pay rent timely or at all.

A cybersecurity attack experienced by us or one of our tenants that results in an interruption in business operations and/or a deterioration in reputation could adversely affect our financial condition, operating results, and cash flows.

As of December 31, 2023, we have not had any material incidences involving cybersecurity attacks.

Further information relating to cybersecurity risk management is discussed in Item 1C.

"Cybersecurity" in this report.

However, we continue to face ongoing and increasing cybersecurity risks which may materially affect us in the future and there can be no assurance that our cybersecurity efforts and measures will be effective or that attempted cybersecurity incidents or disruptions would not be successful or damaging.

Although we maintain insurance that is designed to cover cybersecurity incidents, our coverage may not sufficiently cover all types of losses or claims that may arise or be subject to exclusions.

The direct and indirect impact on us and our tenants from severe weather, flooding, and other effects of climate change, and the economic and reputational impacts of the transition to non-carbon based energy, could adversely affect our financial condition, operating results, and cash flows.

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Notwithstanding the availability of cure provisions in the Code, BPG could fail to meet various compliance requirements, which could jeopardize its REIT status.

Furthermore, new tax legislation, administrative guidance, or court decisions, in each instance potentially with retroactive effect, could make it more difficult or impossible for BPG to qualify as a REIT.

If BPG fails to qualify as a REIT in any taxable year and BPG is not entitled to relief under applicable statutory provisions:

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• BPG would be disqualified from taxation as a REIT for the four taxable years following the year in which it failed to qualify as a REIT.

Changes to the U.S.

federal income tax laws, including the enactment of certain tax reform measures, could have a material and adverse effect on us.

The Internal Revenue Service ("IRS"), the U.S.

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federal tax laws, regulations, interpretations, or rulings will be adopted.

Any legislative action may prospectively or retroactively modify BPG’s tax treatment and, therefore, may adversely affect taxation of BPG or BPG’s stockholders.

Any legislative action, including the possibility of major tax legislation, may prospectively or retroactively modify BPG’s tax treatment and, therefore, may adversely affect taxation of BPG or BPG’s stockholders.

Stockholders should consult with their tax advisors with respect to the status of legislative, regulatory, or administrative developments and proposals and their potential effect on an investment in BPG’s stock.

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In order to qualify as a REIT, BPG must satisfy various requirements relating to the types of assets it holds and the nature of its income.

In order to satisfy these technical requirements, BPG may be required to liquidate from its

portfolio, or contribute to a taxable REIT subsidiary, otherwise attractive investments in order to maintain its qualification as a REIT.

In order to satisfy these technical requirements, BPG may be required to liquidate from its portfolio, or contribute to a taxable REIT subsidiary, otherwise attractive investments in order to maintain its qualification as a REIT.

These actions could reduce BPG’s income and amounts available for distribution to its stockholders.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors