Unconsolidated Affiliates and Noncontrolling Interests (Tables)

9 Months Ended

Sep. 30, 2018

Equity Method Investments and Joint Ventures [Abstract]

Schedule of Condensed Combined Financial Statements of Unconsolidated Affiliates

The Company's unconsolidated affiliates had the following loan activity in 2018:



Date	Property	Stated Interest Rate	Maturity Date		Amount Financed or Extended
April	CoolSprings Galleria ⁽¹⁾	4.839%	May 2028		$	155,000
April	Self-storage development - Mid Rivers Mall ⁽²⁾	LIBOR + 2.75%	April 2023		5,987
May	Hammock Landing - Phase I	LIBOR + 2.25%	February 2021	⁽³⁾	41,997
May	Hammock Landing - Phase II	LIBOR + 2.25%	February 2021	⁽³⁾	16,217
May	The Pavilion at Port Orange	LIBOR + 2.25%	February 2021	⁽³⁾	56,738


(1)	CBL/T-C, LLC, a 50/50 joint venture, closed on a non-recourse loan. Proceeds from the loan were used to retire a $97,732 loan, which was due to mature in June 2018. See 2018 Loan Repayment below for more information. The Company's share of excess proceeds were used to reduce outstanding balances on its credit facilities.


(2)	Self Storage at Mid Rivers, LLC, a 50/50 joint venture, closed on a construction loan with a total borrowing capacity of up to $5,987 for the development of a climate controlled self-storage facility adjacent to Mid Rivers Mall in St. Peters, MO. The Operating Partnership has guaranteed 100% of the loan. See Note 11 for more information.


(3)	The loans were amended to extend the maturity dates to February 2021. Each loan has two one-year extension options for an outside maturity date of February 2023. The interest rate increased from a variable rate of LIBOR plus 2.0%. The Operating Partnership's guaranty also increased to 50%.

Condensed combined financial statement information of the unconsolidated affiliates is as follows:



	September 30, 2018			December 31, 2017
ASSETS
Investment in real estate assets	$	2,025,289		$	2,089,262
Accumulated depreciation	(658,163		)	(618,922		)
	1,367,126			1,470,340
Developments in progress	68,768			36,765
Net investment in real estate assets	1,435,894			1,507,105
Other assets	186,912			201,114
Total assets	$	1,622,806		$	1,708,219

LIABILITIES
Mortgage and other indebtedness, net	$	1,322,144		$	1,248,817
Other liabilities	42,986			41,291
Total liabilities	1,365,130			1,290,108

OWNERS' EQUITY
The Company	183,392			216,292
Other investors	74,284			201,819
Total owners' equity	257,676			418,111
Total liabilities and owners' equity	$	1,622,806		$	1,708,219



	Total for the Three Months Ended September 30,
	2018			2017
Total revenues	$	54,579		$	57,395
Net income (loss) ⁽¹⁾	$	(85,136	)	$	7,868


(1)	The Company's share of net income (loss) is $1,762 and $4,706 for the three months ended September 30, 2018 and 2017, respectively.



	Total for the Nine Months Ended September 30,
	2018			2017
Total revenues	$	166,843		$	175,250
Net income (loss) ⁽¹⁾	$	(72,585	)	$	24,980


(1)	The Company's share of net income (loss) is $9,869 and $16,404 for the nine months ended September 30, 2018 and 2017, respectively.

Schedule of Repayments of Loans

The loan, secured by the related unconsolidated property, was retired in 2018:



Date	Property	Interest Rate at Repayment Date	Scheduled Maturity Date	Principal Balance Repaid
April	CoolSprings Galleria ⁽¹⁾	6.98%	June 2018	$	97,732


(1)	The loan secured by the property was retired using a portion of the net proceeds from a $155,000 fixed-rate loan. See 2018 Financings above for more information.

Net mortgage and other indebtedness consisted of the following:



	September 30, 2018				December 31, 2017
	Amount			Weighted- Average Interest Rate ⁽¹⁾	Amount			Weighted- Average Interest Rate ⁽¹⁾
Fixed-rate debt:
Non-recourse loans on operating properties	$	1,797,080		5.33%	$	1,796,203		5.33%
Senior unsecured notes due 2023 ⁽²⁾	447,309			5.25%	446,976			5.25%
Senior unsecured notes due 2024⁽³⁾	299,951			4.60%	299,946			4.60%
Senior unsecured notes due 2026 ⁽⁴⁾	616,436			5.95%	615,848			5.95%
Total fixed-rate debt	3,160,776			5.37%	3,158,973			5.37%
Variable-rate debt:
Non-recourse loan on operating property ⁽⁵⁾	—			—%	10,836			3.37%
Recourse loans on operating properties	74,150			4.73%	101,187			4.00%
Unsecured lines of credit	201,358			3.65%	93,787			2.56%
Unsecured term loans	695,000			3.96%	885,000			2.81%
Total variable-rate debt	970,508			3.95%	1,090,810			2.90%
Total fixed-rate and variable-rate debt	4,131,284			5.04%	4,249,783			4.74%
Unamortized deferred financing costs	(15,476		)		(18,938		)
Total mortgage and other indebtedness, net	$	4,115,808			$	4,230,845


(1)	Weighted-average interest rate includes the effect of debt premiums and discounts, but excludes amortization of deferred financing costs.


(2)	The balance is net of an unamortized discount of $2,691 and $3,024 as of September 30, 2018 and December 31, 2017, respectively.


(3)	The balance is net of an unamortized discount of $49 and $54 as of September 30, 2018 and December 31, 2017, respectively.


(4)	The balance is net of an unamortized discount of $8,564 and $9,152 as of September 30, 2018 and December 31, 2017, respectively.


(5)	The loan was retired in conjunction with the sale of the property in September 2018. See Mortgages on Operating Properties section below.



Description	Issued ⁽¹⁾	Amount		Interest Rate ⁽²⁾	Maturity Date⁽³⁾
2023 Notes	November 2013	$	450,000	5.25%	December 2023
2024 Notes	October 2014	300,000		4.60%	October 2024
2026 Notes	December 2016 / September 2017	625,000		5.95%	December 2026


(1)	Issued by the Operating Partnership. CBL is a limited guarantor of the Operating Partnership's obligations under the Notes as described above.

(2)

Interest is payable semiannually in arrears. The interest rate for the 2024 Notes and the 2023 Notes is subject to an increase ranging from 0.25% to 1.00% from time to time if, on or after January 1, 2016 and prior to January 1, 2020, the ratio of secured debt to total assets of the Company, as defined, is greater than 40% but less than 45%. The required ratio of secured debt to total assets for the 2026 Notes is 40% or less. As of September 30, 2018, this ratio was 24% as shown below.

(3)

The Notes are redeemable at the Operating Partnership's election, in whole or in part from time to time, on not less than 30 days and not more than 60 days' notice to the holders of the Notes to be redeemed. The 2026 Notes, the 2024 Notes and the 2023 Notes may be redeemed prior to September 15, 2026, July 15, 2024, and September 1, 2023, respectively, for cash at a redemption price equal to the aggregate principal amount of the Notes to be redeemed, plus accrued and unpaid interest to, but not including, the redemption date and a make-whole premium calculated in accordance with the indenture. On or after the respective dates noted above, the Notes are redeemable for cash at a redemption price equal to the aggregate principal amount of the Notes to be redeemed plus accrued and unpaid interest. If redeemed prior to the respective dates noted above, each issuance of Notes is redeemable at the treasury rate plus 0.50%, 0.35% and 0.40% for the 2026 Notes, the 2024 Notes and the 2023 Notes, respectively.

The following summarizes certain information about the Company's unsecured term loans as of September 30, 2018:

Total

Outstanding

Interest Rate Spread

Interest Rate

Maturity

Date

Extended

Maturity

Date

Wells Fargo - $350,000 term loan

350,000

LIBOR + 1.75%

3.85%

October 2018

October 2019

⁽¹⁾

Wells Fargo - $300,000 term loan

300,000

LIBOR + 2.00%

4.10%

July 2020

July 2022

⁽²⁾

First Tennessee - $45,000 term loan

45,000

LIBOR + 1.65%

3.75%

June 2021

June 2022

695,000


(1)	Subsequent to September 30, 2018, the Company exercised the extension option. See Note 14.


(2)	The loan has two one-year extension options, the second of which is at the lender's discretion.

Schedule of Limited Partners' Capital Account by Class

Noncontrolling interests consist of the following:



	As of
	September 30, 2018		December 31, 2017
Noncontrolling interests:
Operating Partnership	$	67,476	$	86,773
Other consolidated subsidiaries	11,799		9,701
	$	79,275	$	96,474

Schedule of Variable Interest Entities

The table below lists the Company's unconsolidated VIEs as of September 30, 2018:



	Investment in Real Estate Joint Ventures and Partnerships		Maximum Risk of Loss
Ambassador Infrastructure, LLC ⁽¹⁾	$	—	$	10,605
EastGate Storage, LLC ⁽¹⁾	1,215		6,500
G&I VIII CBL Triangle LLC⁽²⁾	—		—
Self Storage at Mid Rivers, LLC ⁽¹⁾	1,061		5,987
Shoppes at Eagle Point, LLC⁽¹⁾	17,519		36,400


(1)	The debt is guaranteed by the Operating Partnership at 100%. See Note 11 for more information.


(2)	In conjunction with a loss on impairment recorded in September 2018, as described above, the Company wrote down its investment in the unconsolidated 90/10 joint venture to zero. The maximum risk of loss is limited to the basis, which is zero.

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

+ References

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+ Details

- Definition

Tabular disclosure of the significant judgments and assumptions made in determining whether a variable interest (as defined) held by the entity requires the variable interest entity (VIE) (as defined) to be consolidated and (or) disclose information about its involvement with the VIE, individually or in aggregate (as applicable); the nature of restrictions, if any, on the consolidated VIE's assets and on the settlement of its liabilities reported by an entity in its statement of financial position, including the carrying amounts of such assets and liabilities; the nature of, and changes in, the risks associated with involvement in the VIE; how involvement with the VIE affects the entity's financial position, financial performance, and cash flows; the lack of recourse if creditors (or beneficial interest holders) of the consolidated VIE have no recourse to the general credit of the primary beneficiary (if applicable); the terms of arrangements, giving consideration to both explicit arrangements and implicit variable interests, if any, that could require the entity to provide financial support to the VIE, including events or circumstances that could expose the entity to a loss; the methodology used by the entity for determining whether or not it is the primary beneficiary of the variable interest entity; the significant factors considered and judgments made in determining that the power to direct the activities of a VIE that most significantly impact the VIE's economic performance are shared (as defined); the carrying amounts and classification of assets and liabilities of the VIE included in the statement of financial position; the entity's maximum exposure to loss, if any, as a result of its involvement with the VIE, including how the maximum exposure is determined and significant sources of the entity's exposure to the VIE; a comparison of the carrying amounts of the assets and liabilities and the entity's maximum exposure to loss; information about any liquidity arrangements, guarantees, and (or) other commitments by third parties that may affect the fair value or risk of the entity's variable interest in the VIE; whether or not the entity has provided financial support or other support (explicitly or implicitly) to the VIE that it was not previously contractually required to provide or whether the entity intends to provide that support, including the type and amount of the support and the primary reasons for providing the support; and supplemental information the entity determines necessary to provide.

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