What changed in this filing

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Item 2. Properties

2024-02-26 compared with 2023-02-24 · 53 added, 67 removed, 233 unchanged (34% of the section changed)

10 unchanged sentences

CONSOLIDATED CENTERS:

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) —

1 50.1% Chandler Fashion Center(4) 2001/2002 2023 1,402,000 683,000 97.8 % Dillard's, Macy's, Scheels All Sports —

Chandler, Arizona

50 unchanged sentences

Mesa, Arizona

23 100% Towne Mall(4) 1985/2005 1989 350,000 179,000 83.0 % — Belk, JCPenney

Elizabethtown, Kentucky

23 100% Valley Mall 1978/1998 1992 506,000 191,000 88.4 % Target Belk, Dick's Sporting Goods, JCPenney

4 unchanged sentences

Victorville, California

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

26 100% Vintage Faire Mall 1977/1996 2020 916,000 472,000 97.0 % Macy's Dick's Sporting Goods, JCPenney, Macy's

Modesto, California

25 unchanged sentences

Scottsdale, Arizona

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

39 60% South Plains Mall(4) 1972/1998 2017 1,243,000 494,000 91.1 % Home Depot Dillard's (two)(8), JCPenney

Lubbock, Texas

25 unchanged sentences

Des Moines, Iowa

4 100% Superstition Springs Power Center(10) 1990/2002 - 204,000 51,000 100.0 % Best Buy, Burlington —

Mesa, Arizona

5 100% The Marketplace at Flagstaff(7)(10) 2007/— - 268,000 147,000 100.0 % — Home Depot

Flagstaff, Arizona

3 Total Community/Power Shopping Centers 1,379,000 1,097,000 84.5 %

2 unchanged sentences

100% Various(11)(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(10) 1984/2002 2016 123,000 — — — —

19 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 (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.

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.

(2) The Company owned or had an ownership interest in 43 Regional Town Centers (including office, hotel and residential space adjacent to these shopping centers), three community/power shopping centers and one redevelopment property.

With the exception of the seven 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 seven 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.

The termination dates of the ground leases range from 2038 to 2078.

2 unchanged sentences

“Company-owned Anchors” is space owned (or leased) by the Company (or, in the case of Joint Venture Centers, by the joint venture property partnership or limited liability company) and leased (or subleased) to Anchor.

(4) These Centers have vacant Anchor locations.

(4) These Centers have vacant Anchor locations that are owned by the Company or its joint venture.

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 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.

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

(5) Target has announced plans to open a two-level, 126,000 square foot store at Danbury Fair Mall.

(6) 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.

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

(10) Included in Consolidated Centers.

(7) The Center has a vacant former anchor store that is owned by the Company or its joint venture, which is to be demolished for redevelopment.

(8) Dillard's owns and is currently redeveloping the former Sears parcel at South Plains Mall.

They plan to open this store in fall 2024 and vacate their two existing stores at the property.

(9) Primark has announced plans to open a new two-level store at Tysons Corner Center.

(10) Included in Unconsolidated Joint Venture Centers.

(11) Included in Consolidated Centers.

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

5 unchanged sentences

The two ground leases terminate in years 2027 and 2028.

(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.

(13) 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.

18 unchanged sentences

Fresno Fashion Fair Fixed 324,453 3.67 % 11,658 11/1/26 325,000 Any Time

Green Acres Commons(7) Floating 125,256 7.14 % 8,610 3/29/23 125,320 Any Time

Green Acres Mall(8) Fixed 237,372 3.94 % 17,366 2/3/23 236,628 Any Time

Kings Plaza Shopping Center Fixed 536,442 3.71 % 19,543 1/1/30 540,000 2/1/2023

Green Acres Mall(9) Fixed 359,264 6.62 % 21,826 1/6/28 370,000 8/17/2025

Kings Plaza Shopping Center Fixed 536,956 3.71 % 19,543 1/1/30 540,000 Any Time

Oaks, The(10) Fixed 151,496 5.74 % 12,456 6/5/24 149,947 Any Time

2 unchanged sentences

Santa Monica Place(11) Floating 297,474 7.32 % 20,649 12/9/25 300,000 Any Time

SanTan Village Regional Center Fixed 219,414 4.34 % 9,460 7/1/29 220,000 7/1/2023

Towne Mall(12) Fixed 18,886 4.48 % 828 11/1/22 18,886 Any Time

SanTan Village Regional Center Fixed 219,506 4.34 % 9,460 7/1/29 220,000 Any Time

Victor Valley, Mall of Fixed 114,966 4.00 % 4,560 9/1/24 115,000 Any Time

9 unchanged sentences

Arrowhead Towne Center(60%) Fixed $ 232,187 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

Atlas Park, The Shops at(50%)(12) Floating 32,210 10.24 % 3,128 11/9/26 32,500 Any Time

Boulevard Shops(50%)(13) Floating 11,500 7.41 % 843 3/4/24 11,500 Any Time

7 unchanged sentences

Los Cerritos Center(60%) Fixed 303,188 4.00 % 18,046 11/1/27 278,711 Any Time

One Westside(25%)(16) Floating 78,780 6.08 % 4,551 12/18/24 79,150 Any Time

Paradise Valley(5%) Fixed 2,526 5.00 % 126 9/29/24 2,526 Any Time

Scottsdale Fashion Square(50%)(17) Fixed 203,117 3.02 % 13,281 4/3/23 201,331 Any Time

Paradise Valley I(5%) Fixed 1,307 5.00 % 65 9/29/24 1,307 Any Time

Paradise Valley II(5%) Fixed 1,025 6.95 % 71 7/1/2026 1,025 Any Time

Paradise Valley Retail(5%) Floating 221 8.35 % 18 2/3/2027 221 Any Time

Paradise Valley Residential(2.5%) Floating 999 8.10 % 81 2/3/2028 999 Any Time

Scottsdale Fashion Square(50%)(17) Fixed 348,983 6.28 % 22,052 3/6/28 350,000 8/4/2025

South Plains Mall(60%) Fixed 120,000 4.22 % 5,065 11/6/25 120,000 Any Time

Twenty Ninth Street(51%) Fixed 76,500 4.10 % 3,137 2/6/26 76,500 Any Time

Tysons Corner Center(50%) Fixed 343,820 4.13 % 24,643 1/1/24 333,233 Any Time

Tysons Corner Center(50%)(18) Fixed 349,980 6.89 % 23,758 12/6/28 355,000 12/7/2026

Tysons Tower(50%) Fixed 94,635 3.38 % 3,164 10/11/29 95,000 Any Time

Tysons Vita(50%) Fixed 44,541 3.43 % 1,485 12/1/30 45,000 1/1/24

Tysons Vita(50%) Fixed 44,607 3.43 % 1,485 12/1/30 45,000 Any Time

Washington Square(60%)(15)(19) Fixed 291,218 8.18 % 23,423 11/1/26 286,785 Any Time

2 unchanged sentences

_______________________________________________________________________________

(1) The mortgage notes payable balances include the unamortized debt premiums (discounts).

Debt premiums (discounts) represent the excess (deficiency) of the fair value of debt over (under) the principal value of debt assumed in various acquisitions.

The debt premiums (discounts) are being amortized into interest expense over the term of the related debt in a manner which approximates the effective interest method.

The debt premiums (discounts) as of December 31, 2022 consisted of the following:

(1) The mortgage notes payable balances include the unamortized debt discounts.

Debt discounts represent the deficiency of the fair value of debt under the principal value of debt assumed in various acquisitions.

The debt discounts are being amortized into interest expense over the term of the related debt in a manner which approximates the effective interest method.

The debt discounts as of December 31, 2023 consisted of the following:

Property Pledged as Collateral

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

Deptford Mall $ 37

Lakewood Center (3,416)

1 unchanged sentence

Unamortized deferred finance costs at December 31, 2023 were $21.1 million for Consolidated Centers and $10.6 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.

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

(3) The annual debt service represents the annual payment of principal and interest.

2 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.

(6) On January 25, 2024, the Company replaced the existing $116.9 million mortgage loan on Danbury Fair Mall with a new $155.0 million loan that bears interest at a fixed rate of 6.39%, is interest only during the majority of the loan term and matures on February 6, 2034.

(7) 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.

The interest rate was SOFR plus 3.60%.

On January 22, 2024, the Company repaid the majority of the loan balance.

The remaining $8.2 million matures on April 21, 2024.

(8) Effective October 6, 2023, the loan is in default.

The Company is in negotiations with the lender on the terms of this non-recourse loan.

(9) 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.

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

(10) 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.

On June 5, 2023, the Company repaid $10,000 of the outstanding loan balance.

(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.

(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.

The interest rate remained unchanged at LIBOR plus 1.48%, and has converted to 1-month Term SOFR plus 1.52% effective July 9, 2023.

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

The interest rate cap agreement was converted to 1-month Term SOFR effective July 9, 2023 and has since been extended with a 4% strike rate to December 9, 2024.

(12) This loan is covered by an interest rate cap agreement that effectively prevents SOFR from exceeding 5.76% through November 7, 2024.

(13) On January 10, 2024, the Company's joint venture in Boulevard Shops replaced the existing $23.0 million mortgage loan on the property with a new $24.0 million loan that bears interest at a variable rate of SOFR plus 2.50%, is interest only during the entire loan term and matures on December 5, 2028.

The new loan has a required interest rate cap throughout the term of the loan at a strike rate of 7.5%.

(14) Effective May 9, 2023, the loan is in default.

The Company's joint venture is in negotiations with the lender on the terms of this non-recourse loan.

(15) 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.

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

(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.

SOFR) for the loan can rise.

As of the date of this report, 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.

(16) The loan bears interest at SOFR plus 3.70%, and is covered by an interest rate cap agreement that effectively prevents SOFR from exceeding 4.0% through February 15, 2024.

The interest rate cap agreement has since been extended with a strike rate of 5.0% to February 9, 2025.

(17) On March 3, 2023, the Company’s joint venture in Scottsdale Fashion Square replaced the existing $403.9 million mortgage loan on the property with a new $700.0 million loan that bears interest at a fixed rate of 6.21%, is interest only during the entire loan term and matures on March 6, 2028.

(18) On December 4, 2023, the Company's joint venture in Tysons Corner Center replaced the existing $666.5 million mortgage loan on the property with a new $710.0 million loan that bears interest at a fixed rate of 6.60%, is interest only during the entire loan term and matures on December 6, 2028.

(19) 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, 2024.

On November 1, 2023, the Company's joint venture repaid $15.0 million ($9.0 million at the Company's pro rata share) of the outstanding loan balance.

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