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ACQUISITIONS (Tables)
12 Months Ended
Dec. 31, 2022
Business Combination and Asset Acquisition [Abstract]  
Schedule of Conversion of Acquired Shares The number of RPAI common stock outstanding as of October 21, 2021 converted to shares of the Company’s common stock was determined as follows:
RPAI common stock outstanding as of October 21, 2021214,797,869 
Exchange ratio0.623 
Company common shares issued for outstanding RPAI common stock133,814,066 
Company common shares issued for RPAI restricted stock units1,117,399 
Total Company common shares issued134,931,465 
Schedule of Purchase Price and Total Value of Equity Consideration Paid
The following table presents the purchase price and total value of equity consideration paid by the Company at the close of the Merger (in thousands except share price):
Price of
Company
common shares
Equity
Consideration Given
(Company common shares issued)
Total Value
of Stock Consideration(1)
As of October 21, 2021$21.18 134,931 $2,847,369 
(1)The total value of stock consideration is the total of the common shares issued multiplied by the closing price of the Company’s common stock on October 21, 2021 excluding the value of certain RPAI restricted stock that vested at the closing of the Merger and share awards assumed by the Company at the closing of the Merger.
Summary of Level 3 Assumptions Used in Determining Value of Acquired Assets
The range of the most significant Level 3 assumptions used in determining the value of the real estate and related assets acquired through the Merger with RPAI are as follows:
Range of Assumptions
Net rental rate per square foot – Anchors
$4.00 to $45.00
Net rental rate per square foot – Small Shops
$7.00 to $140.00
Capitalization rate
5.50% to 12.00%
The range of the most significant Level 3 assumptions used in determining the value of the real estate and related assets acquired through asset acquisitions are as follows:
202220212020
Net rental rate per square foot – Anchors
$20.50 to $40.00
N/A to N/A
$22.50 to $27.50
Net rental rate per square foot – Small Shops
$24.00 to $65.00
$31.50 to $45.00
$15.00 to $65.00
Discount rate
5.75% to 7.25%
9.0%9.0%
Summary of Fair Value of Assets Acquired and Liabilities Assumed
The following table summarizes the final purchase price allocation, including the acquisition date fair value of the tangible and intangible assets acquired and liabilities assumed (in thousands):
Purchase Price
Allocation
Investment properties$4,424,096 
Acquired lease intangible assets536,342 
Cash, accounts receivable and other assets84,632 
Total assets acquired5,045,070 
Mortgage and other indebtedness, net(1,848,476)
Accounts payable, other liabilities, tenant security deposits and prepaid rent(176,391)
In-place lease liabilities(168,371)
Noncontrolling interests(4,463)
Total liabilities assumed(2,197,701)
Total purchase price$2,847,369 
The following table details the weighted average amortization periods, in years, of the purchase price allocated to real estate and related intangible assets and liabilities acquired arising from the Merger:
Weighted Average
Amortization Period
(in years)
Land10.2
Building18.8
Tenant improvements6.7
In-place lease intangibles5.5
Above-market leases5.7
Below-market leases (including below-market option periods)20.5
Fair market value of debt adjustments6.8
The following table summarizes the fair value of assets acquired and liabilities assumed for the asset acquisitions completed during the years ended December 31, 2022, 2021 and 2020 (in thousands):
Year Ended December 31,
202220212020
Investment properties, net$99,096 $13,488 $63,570 
Lease-related intangible assets, net(1)
5,223 304 2,254 
Other assets11 — — 
Total acquired assets104,330 13,792 65,824 
Mortgage payable— 3,578 — 
Accounts payable and accrued expenses1,140 100 280 
Deferred revenue and other liabilities2,855 189 246 
Total assumed liabilities3,995 3,867 526 
Fair value of net assets acquired$100,335 $9,925 $65,298 
(1)The weighted average remaining life of leases at the acquired properties is approximately 6.7 years, 5.3 years and 3.2 years for asset acquisitions completed during the years ended December 31, 2022, 2021 and 2020, respectively.
Summary of Business Acquisition, Pro Forma Information
The pro forma financial information set forth below is based upon the Company’s historical consolidated statements of operations for the years ended December 31, 2021 and 2020, adjusted to give effect for the properties assumed through the Merger as if they were acquired as of January 1, 2020. The pro forma financial information is presented for informational purposes only and may not be indicative of what actual results of income would have been, nor does it purport to represent the results of income for future periods (in thousands, except per share data).
Year Ended December 31,
20212020
Rental income$740,954 $683,093 
Net income (loss)$21,283 $(109,775)
Net income (loss) attributable to common shareholders$20,535 $(107,341)
Net income (loss) attributable to common shareholders per common share:
Basic(1)
$0.09 $(0.49)
Diluted(1)
$0.09 $(0.49)
(1)The pro forma earnings for the year ended December 31, 2021 were adjusted to exclude $86.5 million of merger costs incurred while the pro forma earnings for the year ended December 31, 2020 were adjusted to include these costs.
Schedule Supplemental Non-Cash Investing and Financing Activities
The following table summarizes the Merger-related non-cash investing and financing activities for the year ended December 31, 2021 (in thousands):
Year Ended December 31, 2021
Investment properties$4,439,387 
Acquired lease intangible assets$524,058 
Mortgage and other indebtedness, net$(1,848,476)
In-place lease liabilities$(171,378)
Noncontrolling interests$(4,463)
Other assets and liabilities, net(1)
$(106,751)
Company common shares issued in exchange for RPAI common stock$(2,847,369)
(1)Includes lease liabilities arising from obtaining right-of-use assets of $41,086, which was determined using an estimate of our incremental borrowing rate that was specific to each lease based upon the term and underlying asset with a weighted average incremental borrowing rate of 5.4%.
Schedule of Asset Acquisitions
The Company closed on the following asset acquisitions during the years ended December 31, 2022, 2021 and 2020 (dollars in thousands):
DateProperty NameMetropolitan
Statistical Area (MSA)
Property TypeSquare
Footage
Acquisition
Price
February 16, 2022Pebble MarketplaceLas VegasMulti-tenant retail85,796 $44,100 
April 13, 2022MacArthur CrossingDallasTwo-tenant building56,077 21,920 
July 15, 2022Palms PlazaMiamiMulti-tenant retail68,976 35,750 
210,849 $101,770 
December 22, 2021Nora Plaza ShopsIndianapolis, INMulti-tenant
retail outparcel
23,722 $13,500 
December 28, 2020Eastgate CrossingDurham-Chapel Hill, NCMulti-tenant retail156,275 $65,479