What changed in this filing

/stocks — the workspaceLOADING

Item 2. Properties

2023-02-24 compared with 2022-02-25 · 52 added, 32 removed, 248 unchanged (25% of the section changed)

10 unchanged sentences

CONSOLIDATED CENTERS:

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

1 50.1% Chandler Fashion Center(4) 2001/2002 Ongoing 1,320,000 644,000 95.4 % Dillard's, Macy's, Scheels All Sports(5) —

Chandler, Arizona

2 100% Danbury Fair Mall(4) 1986/2005 2016 1,224,000 540,000 90.1 % JCPenney, Macy's Dick's Sporting Goods, Primark

2 100% Danbury Fair Mall(4) 1986/2005 2016 1,275,000 593,000 98.1 % JCPenney, Macy's Dick's Sporting Goods, Primark, Target(6)

Danbury, Connecticut

13 unchanged sentences

Fresno, California

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

10 100% Green Acres Mall(4)(7) 1956/2013 2016 2,042,000 904,000 98.1 % — BJ's Wholesale Club, Dick's Sporting Goods, Macy's (two), Primark(8), Shoppers World, Walmart

Valley Stream, New York

13 unchanged sentences

Queens, New York

18 100% Santa Monica Place(4) 1980/1999 Ongoing 527,000 303,000 85.0 % — Nordstrom

Santa Monica, California

Count Company's

7 unchanged sentences

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

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 1,196,000 789,000 96.3 % Dillard's, Macy's Dick's Sporting Goods

14 unchanged sentences

Victorville, California

27 100% Vintage Faire Mall 1977/1996 2008 915,000 471,000 95.7 % Macy's Dick's Sporting Goods, JCPenney, Macy's

27 100% Vintage Faire Mall 1977/1996 Ongoing 917,000 473,000 92.2 % Macy's Dick's Sporting Goods, JCPenney, Macy's

Modesto, California

28 100% Wilton Mall(4) 1990/2005 1998 708,000 505,000 93.2 % JCPenney Dick's Sporting Goods

28 100% Wilton Mall(4) 1990/2005 2020 708,000 390,000 95.4 % JCPenney BJ's Wholesale Club, Dick's Sporting Goods

Saratoga Springs, New York

21 unchanged sentences

Cerritos, California

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

39 50% Scottsdale Fashion Square 1961/2002 Ongoing 1,884,000 924,000 96.0 % Dillard's Dick's Sporting Goods, Macy's, Neiman Marcus, Nordstrom

Scottsdale, Arizona

40 60% South Plains Mall(4) 1972/1998 2017 1,136,000 494,000 91.6 % — Dillard's (two), JCPenney

Lubbock, Texas

41 51% Twenty Ninth Street(7) 1963/1979 2007 692,000 550,000 92.5 % — Home Depot

Boulder, Colorado

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

42 50% Tysons Corner Center(9) 1968/2005 2014 1,854,000 1,114,000 85.4 % — Bloomingdale's, Macy's, Nordstrom, Primark(8)

21 unchanged sentences

100% Various(10)(12) - - 267,000 184,000 — — Kohl's

25% One Westside(11)(13) 1985/1998 2022 680,000 — — — —

Los Angeles, California

50% Scottsdale Fashion Square-Office(11) 1984/2002 2016 124,000 — — — —

9 unchanged sentences

OTHER ASSETS UNDER DEVELOPMENT:

25% One Westside(11)(13) 1985/1998 Ongoing 680,000 — — — —

Los Angeles, California

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

8 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) 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.

(2) The Company owned or had an ownership interest in 44 Regional Town Centers (including office, hotel and residential space adjacent to these shopping centers), five community/power shopping centers, one office property and one redevelopment property.

With the exception of the eight Centers indicated with footnote (7) 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.

7 unchanged sentences

The Company is actively seeking replacement tenants or has entered into replacement leases for many of these vacant sites and/or is currently executing or considering redevelopment opportunities for these locations.

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

(5) Scheels All Sports is building 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) Target has announced plans to open a three-level, 90,000 square foot store at Kings Plaza and a two-level, 126,000 square foot store at Danbury Fair Mall.

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

(8) 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.

1 unchanged sentence

(11) Included in Unconsolidated Joint Venture Centers.

(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.

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

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

With respect to the office building and one of the three 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.

2 unchanged sentences

The two ground leases terminate in years 2027 and 2028.

(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.

(13) In 2022, the Company’s joint venture completed its redevelopment of the majority of One Westside to convert it from a three-level former regional town center into a three-level, 584,000 square foot creative office campus that is leased entirely to Google.

Google is expected to take occupancy in 2023, and to commence paying rent in the second quarter of 2023.

The remaining approximately 96,000 square feet of entertainment and retail space of the property is currently vacant and unleased.

(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.

16 unchanged sentences

Fashion Outlets of Niagara Falls USA Fixed 90,514 6.45 % 8,719 10/6/23 88,569 Any Time

Freehold Raceway Mall(5) Fixed 398,711 3.94 % 15,600 11/1/29 386,013 11/1/22

Freehold Raceway Mall(5) Fixed 398,878 3.94 % 15,600 11/1/29 386,013 Any Time

Fresno Fashion Fair Fixed 324,255 3.67 % 11,658 11/1/26 325,000 Any Time

3 unchanged sentences

Oaks, The(9) Fixed 165,934 5.49 % 13,661 6/5/24 149,947 Any Time

Pacific View Fixed 111,481 4.08 % 8,021 4/1/22 110,597 Any Time

Pacific View(10) Fixed 70,855 5.45 % 3,936 5/6/32 62,877 12/1/2024

Queens Center Fixed 600,000 3.49 % 20,922 1/1/25 600,000 Any Time

12 unchanged sentences

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

Atlas Park, The Shops at(50%)(9) Floating 31,525 4.92 % 1,398 11/9/26 32,500 Any Time

Arrowhead Towne Center(60%) Fixed $ 236,520 4.05 % $ 13,833 2/1/28 $ 212,555 Any Time

Atlas Park, The Shops at(50%)(13)(14) Fixed 31,864 7.77 % 2,324 11/9/26 32,500 Any Time

Boulevard Shops(50%) Floating 11,466 6.56 % 717 12/5/23 11,500 Any Time

Broadway Plaza(50%) Fixed 224,568 4.19 % 12,230 4/1/30 189,724 4/1/22

Broadway Plaza(50%) Fixed 222,079 4.19 % 13,172 4/1/30 189,724 Any Time

Corte Madera, The Village at(50.1%) Fixed 111,792 3.53 % 6,074 9/1/28 98,753 Any Time

32 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 August 26, 2022 and November 28, 2022, the Company repaid $83.0 million and $7.1 million, respectively, of the outstanding loan balance to satisfy certain loan conditions.

On January 20, 2023, the Company repaid $26.1 million of the outstanding loan balance and exercised its one-year extension option of the loan to January 22, 2024.

The interest rate is SOFR plus 3.60%.

(7) 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.

On January 3, 2023, the Company closed on a five-year $370.0 million

combined refinance of Green Acres Mall and Green Acres Commons.

The new interest only loan bears a fixed interest rate of 5.90% and matures on January 6, 2028.

(8) 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 $9.0 million of the outstanding loan balance at closing.

(8) The loan bears interest at LIBOR plus 1.48%.

On January 3, 2023, the Company closed on a five-year $370.0 million combined refinance of Green Acres Mall and Green Acres Commons.

The new interest only loan bears a fixed interest rate of 5.90% and matures on January 6, 2028.

(9) On May 6, 2022, the Company closed on a two-year extension of the loan to June 5, 2024 at a new fixed interest rate of 5.25%.

The Company repaid $5.0 million of the outstanding loan balance at closing.

(10) On April 29, 2022, the Company closed on a new $72.0 million loan with a fixed rate of 5.29% that matures on May 6, 2032.

(11) On December 9, 2022, the Company closed on a three-year extension of the loan to December 9, 2025, including extension options.

The interest rate remained unchanged at LIBOR plus 1.48%, to be converted to SOFR plus 1.59%.

The loan is covered by an interest rate cap agreement that effectively prevents LIBOR from exceeding 4.0% during the period ending December 9, 2023.

(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.

(12) The Company did not repay the loan on its maturity date, and has begun the process of transferring control of this asset to a loan receiver.

(13) This loan requires an interest rate cap agreement to be in place at all times, which limits how high the prevailing floating rate index (i.e.

LIBOR or SOFR) for the loan can rise.

As of the date of this report, LIBOR/SOFR for this loan exceeded the strike interest rate within the required interest rate cap agreement and as a result, the loan is considered fixed rate debt.

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

(15) 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 3.70% and matures on February 9, 2025, including extension options.

1 unchanged sentence

(16) 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.

(17) The Company's joint venture in Scottsdale Fashion Square expects to replace the existing $406.0 million mortgage loan on the property with a $700.0 million, five-year, fixed rate loan.

The Company expects the joint venture to close this refinancing during the first quarter of 2023, subject to negotiating final documentation and customary closing conditions.

(18) On November 14, 2022, the Company's joint venture in Washington Square closed a four-year extension for the existing loan to November 1, 2026, including extension options.

The Company's joint venture repaid $15 million ($9 million at the Company's pro rata share) of the outstanding loan balance.

The loan bears interest at SOFR plus 4.0% and is covered by an interest rate cap agreement that effectively prevents SOFR from exceeding 4.0% through November 1, 2023.

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