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Mortgage and Other Indebtedness, Net (Tables)
 9 Months Ended
Sep. 30, 2021
Debt Disclosure [Abstract]  
Schedule of Pre-Emergence Net Mortgage Notes Payable

Mortgage and other indebtedness, net, consisted of the following:

 

 

 

September 30, 2021

 

 

December 31, 2020

 

 

 

Amount

 

 

Weighted-

Average

Interest

Rate (1)

 

 

Amount

 

 

Weighted-

Average

Interest

Rate (1)

 

Fixed-rate debt:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-recourse loans on operating Properties

 

$

955,175

 

 

 

5.07

%

 

$

1,120,203

 

 

 

5.12

%

Total fixed-rate debt

 

 

955,175

 

 

 

5.07

%

 

 

1,120,203

 

 

 

5.12

%

Variable-rate debt:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Recourse loans on operating Properties

 

 

67,111

 

 

 

3.19

%

 

 

68,061

 

 

 

4.69

%

Total variable-rate debt

 

 

67,111

 

 

 

3.19

%

 

 

68,061

 

 

 

4.69

%

Total fixed-rate and variable-rate debt

 

 

1,022,286

 

 

 

4.95

%

 

 

1,188,264

 

 

 

5.10

%

Unamortized deferred financing costs (2)

 

 

(3,202

)

 

 

 

 

 

 

(3,433

)

 

 

 

 

Total mortgage and other indebtedness, net

 

$

1,019,084

 

 

 

 

 

 

$

1,184,831

 

 

 

 

 

Mortgage and other indebtedness included in liabilities subject to compromise consisted of the following:

 

 

 

September 30, 2021

 

 

December 31, 2020

 

 

 

Amount

 

 

Weighted-

Average

Interest

Rate (1)

 

 

Amount

 

 

Weighted-

Average

Interest

Rate (1)

 

Fixed-rate debt:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Senior unsecured notes due 2023 (3)

 

$

450,000

 

 

 

5.25

%

 

$

450,000

 

 

 

5.25

%

Senior unsecured notes due 2024 (3)

 

 

300,000

 

 

 

4.60

%

 

 

300,000

 

 

 

4.60

%

Senior unsecured notes due 2026 (3)

 

 

625,000

 

 

 

5.95

%

 

 

625,000

 

 

 

5.95

%

Total fixed-rate debt

 

 

1,375,000

 

 

 

5.43

%

 

 

1,375,000

 

 

 

5.43

%

Variable-rate debt:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Secured line of credit (4)

 

 

675,926

 

 

 

9.50

%

 

 

675,926

 

 

 

9.50

%

Secured term loan (4)

 

 

438,750

 

 

 

9.50

%

 

 

438,750

 

 

 

9.50

%

Total variable-rate debt

 

 

1,114,676

 

 

 

9.50

%

 

 

1,114,676

 

 

 

9.50

%

Total fixed-rate and variable-rate debt

 

 

2,489,676

 

 

 

7.25

%

 

 

2,489,676

 

 

 

7.25

%

Unpaid accrued interest (5)

 

 

57,644

 

 

 

 

 

 

 

57,644

 

 

 

 

 

Prepetition unsecured or under secured liabilities

 

 

4,366

 

 

 

 

 

 

 

4,170

 

 

 

 

 

Total liabilities subject to compromise

 

$

2,551,686

 

 

 

 

 

 

$

2,551,490

 

 

 

 

 

(1)

Weighted-average interest rate excludes amortization of deferred financing costs.

(2)

Unamortized deferred financing costs of $2,310 for certain property-level, non-recourse mortgage loans may be required to be written off in the event a waiver or restructuring of terms cannot be negotiated and the debt is either redeemed or otherwise extinguished.

(3)

In accordance with ASC 852, which limits the recognition of interest expense during a bankruptcy proceeding to only amounts that will be paid during the bankruptcy proceeding or that are probable of becoming allowed claims, interest has not been accrued on the senior unsecured notes subsequent to the filing of the Chapter 11 Cases. The outstanding amount of the senior unsecured notes is included in liabilities subject to compromise in the accompanying condensed consolidated balance sheets as of September 30, 2021 and December 31, 2020. On the Effective Date, the senior unsecured notes were cancelled by operation of the Plan. See Note 2 for more information.

(4)

The administrative agent informed the Company that interest will accrue on all outstanding obligations at the post-default rate, which is equal to the rate that otherwise would be in effect plus 5.0%. The post-default interest rate at September 30, 2021 and December 31, 2020 was 9.50%. In accordance with ASC 852, which limits the recognition of interest expense during a bankruptcy proceeding to only amounts that will be paid during the bankruptcy proceeding or that are probable of becoming allowed claims, interest has not been accrued on the secured credit facility subsequent to the filing of the Chapter 11 Cases. The outstanding amount of the secured credit facility is included in liabilities subject to compromise in the accompanying condensed consolidated balance sheets as of September 30, 2021 and December 31, 2020. On the Effective Date, HoldCo I entered into the Exit Credit Agreement, which amended the pre-emergence secured credit facility. See Note 2 for more information.

(5)

As of September 30, 2021 and December 31, 2020, represents interest accrued on the secured credit facility and senior unsecured notes prior to the filing of the Chapter 11 Cases.

Summary of Non Recourse Loans The non-recourse loans that are in default at September 30, 2021 are as follows:

Property

 

Location

 

Interest Rate

 

 

Scheduled Maturity Date

 

Loan Amount

 

Greenbrier Mall

 

Chesapeake, VA

 

5.41%

 

 

Dec-19

 

$

61,647

 

EastGate Mall

 

Cincinnati, OH

 

5.83%

 

 

Apr-21

 

 

30,117

 
Schedule of Pre-Emergence Principal Payments

As of September 30, 2021, the scheduled principal amortization and balloon payments of the Company’s consolidated debt, excluding extensions available at the Company’s option, on all mortgage and other indebtedness, including the secured line of credit, are as follows: 

 

2021 (1)

 

$

41,365

 

2022

 

 

409,394

 

2023

 

 

1,566,756

 

2024

 

 

343,177

 

2025

 

 

37,960

 

2026

 

 

763,626

 

Total (2)

 

 

3,162,278

 

Principal balance of loans with maturity date prior to September 30, 2021 (3)

 

 

349,684

 

Total mortgage and other indebtedness, net

 

$

3,511,962

 

(1)

Reflects scheduled principal amortization and balloon payments for the fiscal period October 1, 2021 through December 31, 2021.

(2)

Includes $2,489,676 of liabilities subject to compromise in the accompanying condensed consolidated balance sheets as of September 30, 2021, and as the expected maturity date was subject to the outcome of the Chapter 11 Cases, the original, legal maturity dates were reflected in this table. See Note 2 for more information on the Plan and the associated transactions related to the Exit Credit Agreement, the Secured Notes, the Exchangeable Notes and the Notes.

(3)

Represents the aggregate principal balance as of September 30, 2021 of the loans secured by Alamance Crossing, EastGate Mall, Fayette Mall, Hamilton Crossing, Greenbrier Mall and Parkdale Mall & Crossing, which are in default. The Company is in discussions with the lender regarding the loans secured by these properties. The loan secured by Greenbrier Mall matured in December 2019 and had a balance of $61,647 as of September 30, 2021. The loan secured by Parkdale Mall & Crossing matured in March 2021 and had a balance of $70,507 as of September 30, 2021. The loan secured by EastGate Mall matured in April 2021 and had a balance of $30,117 as of September 30, 2021. The loan secured by Hamilton Crossing matured in April 2021 and had a balance of $7,954 as of September 30, 2021. The loan secured by Fayette Mall matured in May 2021 and had a balance of $136,670 as of September 30, 2021. The loan secured by Alamance Crossing matured in July 2021 and had a balance of $42,789 as of September 30, 2021.