What changed in this filing

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Item 2. Properties

2022-02-25 compared with 2021-02-24 · 53 added, 87 removed, 227 unchanged (38% of the section changed)

10 unchanged sentences

CONSOLIDATED CENTERS:

1 50.1% Chandler Fashion Center(4) 2001/2002 - 1,318,000 633,000 92.6 % Dillard's, Macy's —

1 50.1% Chandler Fashion Center(4) 2001/2002 - 1,319,000 633,000 95.3 % Dillard's, Macy's, Scheels All Sports(5) —

Chandler, Arizona

5 unchanged sentences

Evansville, Indiana

5 50% Fashion District Philadelphia 1977/2014 2019 801,000 573,000 83.2 % — Burlington, Primark, Shoppers World

Philadelphia, Pennsylvania

6 100% Fashion Outlets of Chicago 2013/— - 527,000 527,000 97.9 % — —

6 unchanged sentences

Fresno, California

9 100% Green Acres Mall(4)(5) 1956/2013 2016 2,069,000 881,000 89.8 % — BJ's Wholesale Club, Dick's Sporting Goods, Macy's (two), Sears(6), Walmart

10 100% Green Acres Mall(4)(6) 1956/2013 2016 2,057,000 919,000 93.2 % — BJ's Wholesale Club, Dick's Sporting Goods, Macy's (two), Primark(7), Shoppers World

Valley Stream, New York

1 unchanged sentence

San Bernardino, California

11 100% Kings Plaza Shopping Center(4)(5) 1971/2012 2018 1,137,000 445,000 96.1 % Macy's Burlington, Lowe's, Primark

12 100% Kings Plaza Shopping Center(6) 1971/2012 2018 1,146,000 445,000 98.9 % Macy's Burlington, Lowe's, Primark, Target(8)

Brooklyn, New York

9 unchanged sentences

Queens, New York

17 100% Santa Monica Place 1980/1999 2015 527,000 304,000 90.6 % — Bloomingdale's(7), Nordstrom

Santa Monica, California

18 84.9% SanTan Village Regional Center 2007/— 2018 1,151,000 744,000 92.5 % Dillard's, Macy's Dick's Sporting Goods

Gilbert, Arizona

19 100% SouthPark Mall(4) 1974/1998 2015 860,000 293,000 69.2 % Dillard's, Von Maur Dick's Sporting Goods, JCPenney

Moline, Illinois

Count Company's

7 unchanged sentences

GLA Leased Non-Owned Anchors (3) Company-Owned Anchors (3)

20 100% Stonewood Center(5) 1953/1997 1991 932,000 358,000 86.0 % — JCPenney, Kohl's, Macy's, Sears

18 100% Santa Monica Place(4) 1980/1999 2015 479,000 255,000 85.4 % — Nordstrom

Santa Monica, California

19 84.9% SanTan Village Regional Center 2007/— 2018 1,161,000 754,000 93.8 % Dillard's, Macy's Dick's Sporting Goods

Gilbert, Arizona

20 100% SouthPark Mall(4) 1974/1998 2015 855,000 290,000 69.3 % Dillard's, Von Maur Dick's Sporting Goods, JCPenney

Moline, Illinois

21 100% Stonewood Center(4)(6) 1953/1997 1991 929,000 358,000 88.5 % — JCPenney, Kohl's, Macy's

Downey, California

3 unchanged sentences

Elizabethtown, Kentucky

23 100% Tucson La Encantada 2002/2002 2005 246,000 246,000 92.8 % — —

Tucson, Arizona

24 100% Valley Mall 1978/1998 1992 502,000 187,000 75.3 % Target Belk, Dick's Sporting Goods, JCPenney

14 unchanged sentences

Phoenix, Arizona

31 50% Broadway Plaza 1951/1985 2016 920,000 375,000 92.0 % Macy's Neiman Marcus(8), Nordstrom

31 50% Broadway Plaza(4) 1951/1985 2016 990,000 445,000 96.8 % Macy's Nordstrom

Walnut Creek, California

1 unchanged sentence

Corte Madera, California

33 50% Country Club Plaza(9) 1922/2016 2015 947,000 947,000 n/a — —

33 50% Country Club Plaza 1922/2016 2015 947,000 947,000 84.9 % — —

Kansas City, Missouri

4 unchanged sentences

36 50% Kierland Commons 1999/2005 2003 437,000 437,000 89.4 % — —

Scottsdale, Arizona

Phoenix, Arizona

37 60% Lakewood Center 1953/1975 2008 1,981,000 916,000 89.2 % — Costco, Forever 21, Home Depot, JCPenney, Macy's, Target

2 unchanged sentences

Cerritos, California

39 50% North Bridge, The Shops at(5) 1998/2008 - 669,000 409,000 79.5 % — Nordstrom

Chicago, Illinois

39 50% Scottsdale Fashion Square 1961/2002 2020 1,883,000 922,000 95.2 % Dillard's Dick's Sporting Goods, Macy's, Neiman Marcus, Nordstrom

Scottsdale, Arizona

41 60% South Plains Mall(4) 1972/1998 2017 1,145,000 486,000 83.5 % — Dillard's (two), JCPenney

Lubbock, Texas

Count Company's

7 unchanged sentences

GLA Leased Non-Owned Anchors (3) Company-Owned Anchors (3)

40 60% South Plains Mall(4) 1972/1998 2017 1,136,000 494,000 90.3 % — Dillard's (two), JCPenney

Lubbock, Texas

41 51% Twenty Ninth Street(6) 1963/1979 2007 703,000 561,000 92.3 % Macy's Home Depot

Boulder, Colorado

43 50% Tysons Corner Center(4) 1968/2005 2014 1,971,000 1,087,000 90.9 % — Bloomingdale's, L.L.

Bean, Macy's, Nordstrom

42 50% Tysons Corner Center(9) 1968/2005 2014 1,827,000 1,087,000 89.0 % — Bloomingdale's, Macy's, Nordstrom, Primark(7)

Tysons Corner, Virginia

4 unchanged sentences

Total Unconsolidated Joint Ventures 17,505,000 9,447,000 92.4 %

REGIONAL SHOPPING CENTERS UNDER REDEVELOPMENT

46 50% Fashion District Philadelphia(4)(5)(11) 1977/2014 2019 850,000 620,000 (12) — Burlington, Primark(13)

Philadelphia, Pennsylvania

47 100% Paradise Valley Mall(4)(11) 1979/2002 2009 1,198,000 418,000 (12) Dillard's(14), JCPenney, Macy's(14) Costco

Phoenix, Arizona

47 Total Regional Shopping Centers 45,325,000 23,039,000 89.7 %

44 Total Regional Town Centers 42,822,000 22,007,000 91.5 %

COMMUNITY/POWER SHOPPING CENTERS

13 unchanged sentences

100% Various(10)(12) - - 348,000 265,000 — — Kohl's

83.2% Estrella Falls(11) 2016 2016 79,000 79,000 — — —

Goodyear, Arizona

50% Scottsdale Fashion Square-Office(11) 1984/2002 2016 127,000 — — — —

11 unchanged sentences

Los Angeles, California

Count Company's

Ownership(1) Name of

Center/Location(2) Year of

Construction/

Acquisition Year of Most

Renovation Total

GLA(3) Mall and

GLA Percentage

GLA Leased Non-Owned Anchors (3) Company-Owned Anchors (3)

5% Paradise Valley Mall(11)(14) 1979/2002 Ongoing 303,000 — — JCPenney Costco

Phoenix, Arizona

Total Other Assets 2,961,000 265,000

6 unchanged sentences

See “Item 1A.—Risks Related to Our Organizational Structure—Outside partners in Joint Venture Centers result in additional risks to our stockholders.”

(2) With respect to 42 Centers, the underlying land controlled by the Company is owned in fee entirely by the Company or, in the case of Joint Venture Centers, by the joint venture property partnership or limited liability company.

With respect to the remaining ten Centers, portions of the underlying land controlled by the Company are owned by third parties and leased to the Company, or the joint venture property partnership or limited liability company, pursuant to long-term ground leases.

(2) The Company owned or had an ownership interest in 44 regional town centers, five community/power shopping centers and office, hotel and residential space adjacent to these shopping centers.

With the exception of the eight Centers indicated with footnote (6) in the table above, the underlying land controlled by the Company is owned in fee entirely by the Company or, in the case of Joint Venture Centers, by the joint venture property partnership or limited liability company.

With respect to these eight Centers, portions of the underlying land controlled by the Company are owned by third parties and leased to the Company, or the joint venture property partnership or limited liability company, pursuant to long-term ground leases.

Under the terms of a typical ground lease, the Company, or the joint venture property partnership or limited liability company, has an option or right of first refusal to purchase the land.

6 unchanged sentences

The Company continues to collect rent under the terms of an agreement regarding four of these vacant Anchors.

(5) Scheels All Sports has announced plans to expand and build a two-level 222,000 square foot store at Chandler Fashion Center utilizing the vacant 144,000 square foot location formerly occupied by Nordstrom.

The store is anticipated to open in fall 2023.

(6) Portions of the land on which the Center is situated are subject to one or more long-term ground leases.

(6) Sears has announced plans to close this location in April 2021.

(7) Macy's announced plans to close their Bloomingdale's store at Santa Monica Place in March 2021.

The Company is actively seeking replacement tenants.

(8) Neiman Marcus closed their store at Broadway Plaza in January 2021.

The Joint Venture is actively seeking a replacement tenant.

(9) Nordstrom has announced plans to open a 116,000 square foot store at Country Club Plaza in 2023.

(10) The Center has a vacant former Sears to be demolished for redevelopment.

(7) Primark has announced plans to open two new two-level stores at Green Acres Mall and Tysons Corner Center.

(8) Target has announced plans to open a three-level, 90,000 square foot store at Kings Plaza.

(9) The Center has a vacant former anchor store to be demolished for redevelopment.

(10) Included in Consolidated Centers.

(12) Tenant spaces have been intentionally held off the market and remain vacant because of redevelopment plans.

As a result, the Company believes the percentage of mall and freestanding GLA leased at this redevelopment property is not meaningful data.

(13) Primark has announced plans to open a 47,000 square foot store at Fashion District Philadelphia in Fall 2021.

(14) Dillard's and Macy's have announced plans to close at Paradise Valley Mall.

(11) Included in Unconsolidated Joint Venture Centers.

(16) The Company owns an office building and five stores located at shopping centers not owned by the Company.

Of the five stores, one has been leased to Kohl's, one is vacant and three have been leased for non-Anchor uses.

With respect to the office building and two of the five stores, the underlying land is owned in fee entirely by the Company.

With respect to the remaining three stores, the underlying land is owned by third parties and leased to the Company pursuant to long-term building or ground leases.

(12) The Company owns an office building and four stores located at shopping centers not owned by the Company.

Of the four stores, one has been leased to Kohl's and three have been leased for non-Anchor uses.

With respect to the office building and two of the four stores, the underlying land is owned in fee entirely by the Company.

With respect to the remaining two stores, the underlying land is owned by third parties and leased to the Company pursuant to long-term building or ground leases.

Under the terms of a typical building or ground lease, the Company pays rent for the use of the building or land and is generally responsible for all costs and expenses associated with the building and improvements.

In some cases, the Company has an option or right of first refusal to purchase the land.

The termination dates of the ground leases range from 2023 to 2027.

(17) One Westside, formerly known as Westside Pavilion, was a regional shopping center that closed in January 2019.

This property is under redevelopment into 584,000 square feet of creative office leased entirely to Google, along with 96,000 square feet of existing dining and entertainment space.

The two ground leases terminate in years 2026 and 2027.

(13) One Westside, formerly known as Westside Pavilion, was a regional town center that closed in January 2019.

This property is under redevelopment into 584,000 square feet of creative office leased entirely to Google, along with 96,000 square feet of existing entertainment and retail space.

(14) Construction started in summer 2021 on the first phase of a multi-phase, multi-year project to convert the former regional town center Paradise Valley Mall into a mixed-used development with high-end grocery, restaurants, multi-family residences, offices, retail shops and other elements on the 92-acre site.

The existing Costco and JCPenney stores remain open, while all of the other stores at the property have closed.

Mortgage Debt

25 unchanged sentences

Towne Mall Fixed 19,320 4.48 % 1,404 11/1/22 18,886 Any Time

Tucson La Encantada Fixed 62,018 4.23 % 4,416 3/1/22 59,788 Any Time

Victor Valley, Mall of Fixed 114,850 4.00 % 4,560 9/1/24 115,000 Any Time

7 unchanged sentences

Maturity Earliest Date

Unconsolidated Joint Venture Centers (at Company's Pro Rata Share):

Unconsolidated Joint Venture Centers (at the Company's Pro Rata Share):

Arrowhead Towne Center(60%) Fixed $ 240,000 4.05 % $ 13,147 2/1/28 $ 212,555 2/1/22

3 unchanged sentences

Corte Madera, The Village at(50.1%) Fixed 112,465 3.53 % 4,478 9/1/28 98,753 Any Time

Country Club Plaza(50%) Fixed 154,868 3.88 % 9,001 4/1/26 137,525 4/1/21

Country Club Plaza(50%) Fixed 151,833 3.88 % 9,001 4/1/26 137,525 Any Time

Deptford Mall(51%) Fixed 85,251 3.55 % 5,795 4/3/23 81,750 Any Time

2 unchanged sentences

Lakewood Center(60%) Fixed 206,434 4.15 % 13,144 6/1/26 185,306 Any Time

Los Cerritos Center(60%) Fixed 315,000 4.00 % 12,600 11/1/27 278,711 11/1/21

North Bridge, The Shops at(50%) Fixed 187,099 3.71 % 6,900 6/1/28 160,523 Any Time

Los Cerritos Center(60%) Fixed 314,546 4.00 % 18,046 11/1/27 278,711 Any Time

One Westside(25%)(12) Floating 59,646 2.13 % 1,086 12/18/24 60,349 Any Time

Paradise Valley(5%) Fixed 3,116 5.00 % 156 9/29/24 3,116 Any Time

Scottsdale Fashion Square(50%) Fixed 210,021 3.02 % 13,281 4/3/23 201,331 Any Time

2 unchanged sentences

Tysons Corner Center(50%) Fixed 353,963 4.13 % 24,643 1/1/24 333,233 Any Time

Tysons Tower(50%) Fixed 94,442 3.38 % 3,164 11/11/29 95,000 12/18/2021

Tysons Tower(50%) Fixed 94,506 3.38 % 3,164 10/11/29 95,000 Any Time

Tysons Vita(50%) Fixed 44,475 3.43 % 1,485 12/1/30 45,000 1/1/24

8 unchanged sentences

Property Pledged as Collateral

Unconsolidated Joint Venture Centers (at Company's Pro Rata Share):

Unconsolidated Joint Venture Centers (at the Company's Pro Rata Share):

Deptford Mall $ 194

1 unchanged sentence

The mortgage notes payable balances also include unamortized deferred finance costs that are amortized into interest expense over the remaining term of the related debt in a manner that approximates the effective interest method.

Unamortized deferred finance costs at December 31, 2020 were $14.1 million for Consolidated Centers and $5.0 million for Unconsolidated Joint Venture Centers (at Company's pro rata share).

Unamortized deferred finance costs at December 31, 2021 were $11.9 million for Consolidated Centers and $4.2 million for Unconsolidated Joint Venture Centers (at the Company's pro rata share).

(2) The interest rate disclosed represents the effective interest rate, including the debt premiums (discounts) and deferred finance costs.

3 unchanged sentences

(5) A 49.9% interest in the loan has been assumed by a third party in connection with a financing arrangement.

(6) On September 15, 2020, the Company closed on a loan extension agreement for Danbury Fair Mall.

Under the extension agreement, the original loan maturity date of October 1, 2020 was extended to April 1, 2021.

The loan may be further extended to July 1, 2021, subject to certain conditions.

The loan amount and interest rate are unchanged following the extension.

(7) On December 10, 2020, the Company made the Partnership Loan to the Company’s joint venture in Fashion District Philadelphia to fund the entirety of a $100.0 million repayment to reduce the mortgage loan on Fashion District Philadelphia from $301.0 million to $201.0 million.

This mortgage loan now matures on January 22, 2024, assuming exercise of a one-year extension option, and bears interest at LIBOR plus 3.5%, with a LIBOR floor of 0.50%.

The partnership agreement for the joint venture was amended in connection with the Partnership Loan, and pursuant to the amended agreement, the Partnership Loan plus 15% accrued interest must be repaid prior to the resumption of 50/50 cash distributions to the Company and its joint venture partner (See Note 16–Consolidated Joint Venture and Acquisitions of the Company’s Consolidated Financial Statements).

(8) On December 15, 2020, the Company closed on a loan extension agreement for the Fashion Outlets of Niagara.

Under the extension agreement the original loan maturity date of October 6, 2020 was extended to October 6, 2023.

The loan amount and interest rate are unchanged following the extension.

(9) The loan bears interest at LIBOR plus 2.15%.

The Company is in the process of securing a two-year extension on this loan.

(10) On January 22, 2021, the Company closed on a one-year extension of the loan to February 3, 2022, which also includes a one-year extension option to February 3, 2023.

(6) On March 25, 2021, the Company closed on a two-year extension of the loan to March 29, 2023.

The interest rate is LIBOR plus 2.75% and the Company repaid $4.7 million of the outstanding loan balance at closing.

(7) On January 22, 2021, the Company closed on a one-year extension of the loan to February 3, 2022, which also included a one-year extension option to February 3, 2023 which has been exercised.

The interest rate remained unchanged, and the Company repaid $9 million of the outstanding loan balance at closing.

1 unchanged sentence

The loan is covered by an interest rate cap agreement that effectively prevents LIBOR from exceeding 4.0% during the period ending December 9, 2022.

(12) On February 22, 2019, the Company’s joint venture in The Shops at Atlas Park entered into an agreement to increase the total borrowing capacity of the existing loan on the property from $57.8 million to $80.0 million, and to extend the maturity date to October 28, 2021, including extension options.

Concurrent with the loan modification, the joint venture borrowed an additional $18.4 million.

The loan bears interest at LIBOR plus 2.00%.

(13) The loan bears interest at LIBOR plus 1.85%, matures on December 5, 2023 and can be expanded, depending on certain conditions, up to $23.0 million.

(14) On December 29, 2020, the Company’s joint venture closed on a one-year maturity date extension for the FlatIron Crossing loan to January 5, 2022.

The interest rate increased from 3.85% to 4.10%, and the Company’s joint venture repaid $15.0 million, $7.6 million at the Company's pro rata share, of the outstanding loan balance at closing.

(9) On October 26, 2021, the Company’s joint venture in The Shops at Atlas Park replaced the existing loan on the property with a new $65 million loan that bears interest at a floating rate of LIBOR plus 4.15% and matures on November 9, 2026, including extension options.

The loan is covered by an interest rate cap agreement that effectively prevents LIBOR from exceeding 3.0% through November 7, 2023.

(10) The loan bears interest at LIBOR plus 1.85% and matures on December 5, 2023.

(11) On February 2, 2022, the Company’s joint venture in FlatIron Crossing replaced the existing $197 million loan on the property with a new $175 million loan that bears interest at SOFR plus 3.45% and matures on February 9, 2027, including extension options.

The loan is covered by an interest rate cap agreement that effectively prevents SOFR from exceeding 4.0% through February 15, 2024.

(12) On December 18, 2019, the Company’s joint venture in One Westside placed a construction loan on the property that allows for borrowing of up to $414.6 million, bears interest at LIBOR plus 1.70%, which can be reduced to LIBOR plus 1.50% upon the completion of certain conditions, and matures on December 18, 2024.

(16) On November 17, 2020, the Company’s joint venture in Tysons VITA, the residential tower at Tysons Corner Center, placed a new $95.0 million loan on the property that bears interest at an effective rate of 3.43% and matures on January 1, 2030.

Initial loan funding for the Company’s joint venture was $90.0 million with future advance potential of up to $5.0 million.

LEGAL PROCEEDINGS

3 unchanged sentences

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 2. Properties