Partnership Interests in the Operating Partnership that Are Not Owned by the Company

As noted above, on the Effective Date, the Operating Partnership cancelled all its old limited partnership common interests and issued 200,000 new common units of general partnership interests, 19,789,717 new common units of limited partnership interest to subsidiaries of CBL and 10,283 new common units of limited partnership interests to certain of the existing holders of old limited partnership common interests that have elected to remain limited partners in the Operating Partnership. The common units that the Company does not own are reflected in the Company's consolidated balance sheets as redeemable noncontrolling interest and noncontrolling interests in the Operating Partnership.

Outstanding rights to convert redeemable noncontrolling interests and noncontrolling interests in the Operating Partnership to common stock were held by the following parties at December 31, 2021 and 2020:

The assets and liabilities allocated to the Operating Partnership’s redeemable noncontrolling interest and noncontrolling interests are based on their ownership percentages of the Operating Partnership at December 31, 2021 and 2020. The ownership percentages are determined by dividing the number of common units held by each of the redeemable noncontrolling interest and the noncontrolling interests at December 31, 2021 and 2020 by the total common units outstanding at December 31, 2021 and 2020, respectively. There was no redeemable noncontrolling interest ownership in assets and liabilities of the Successor Operating Partnership at December 31, 2021. The redeemable noncontrolling interest ownership percentage in assets and liabilities of the Predecessor Operating Partnership was 0.8% at December 31, 2020. The noncontrolling interest ownership percentage in assets and liabilities of the Successor Operating Partnership was 0.01% at December 31, 2021. The noncontrolling interest ownership percentage in assets and liabilities of the Predecessor Operating Partnership was 1.8% at December 31, 2020.

Income is allocated to the Operating Partnership’s redeemable noncontrolling interest and noncontrolling interests based on their weighted-average ownership during the year. The ownership percentages are determined by dividing the weighted-average number of common units held by each of the redeemable noncontrolling interest and noncontrolling interests by the total weighted-average number of common units outstanding during the year.

A change in the number of shares of common stock or common units changes the percentage ownership of all partners of the Operating Partnership. A common unit is considered to be equivalent to a share of common stock since it generally is exchangeable for shares of the Company’s common stock or, at the Company’s election, their cash equivalent. As a result, an allocation is made between redeemable noncontrolling interests, shareholders’ equity and noncontrolling interests in the Operating Partnership in the Successor Company's and the Predecessor Company’s accompanying balance sheets to reflect the change in ownership of the Operating Partnership’s underlying equity when there is a change in the number of shares and/or common units outstanding. During the period from January 1, 2021 through October 31, 2021, and the years ended December 31, 2020 and 2019, the Predecessor Company allocated $6, $302 and $3,398, respectively, from shareholders’ equity to redeemable noncontrolling interest. During the period from January 1, 2021 through October 31, 2021, and the years ended December 31, 2020 and 2019 the Predecessor Company allocated $865, $6,002 and $4,392, respectively, from shareholders' equity to noncontrolling interest.

The total noncontrolling interest in the Successor Operating Partnership was $282 at December 31, 2021. The total noncontrolling interest in the Predecessor Operating Partnership was $(604) at December 31, 2020. The total redeemable noncontrolling interest in the Predecessor Operating Partnership was $(265) at December 31, 2020.

The Successor Company and the Predecessor Company had 12 other consolidated subsidiaries at December 31, 2021 and 2020, respectively, that had noncontrolling interests held by third parties and for which the related partnership agreements either do not include redemption provisions or are subject to redemption provisions that do not require classification outside of permanent equity. The total noncontrolling interests in other consolidated subsidiaries of the Successor Company was $4,618 at December 31, 2021. The total noncontrolling interests in other consolidated subsidiaries of the Predecessor Company was $3,058 at December 31, 2020.

The assets and liabilities allocated to noncontrolling interests in other consolidated subsidiaries of the Successor Company and the Predecessor Company are based on the third parties’ ownership percentages in each subsidiary at December 31, 2021 and 2020, respectively. Income is allocated to noncontrolling interests in other consolidated subsidiaries based on the third parties’ weighted-average ownership in each subsidiary during the year.

In accordance with the guidance in ASU 2015-02, Amendments to the Consolidation Analysis, and ASU 2016-17, Interests Held Through Related Parties That Are under Common Control, the Operating Partnership and certain of its subsidiaries are deemed to have the characteristics of a VIE primarily because the limited partners of these entities do not collectively possess substantive kick-out or participating rights.

The Company consolidates the Operating Partnership, which is a VIE, for which the Company is the primary beneficiary. The Company, through the Operating Partnership, consolidates all VIEs for which it is the primary beneficiary. Generally, a VIE is a legal entity in which the equity investors do not have the characteristics of a controlling financial interest or the equity investors lack sufficient equity at risk for the entity to finance its activities without additional subordinated financial support. A limited partnership is considered a VIE when the majority of the limited partners unrelated to the general partner possess neither the right to remove the general partner without cause, nor certain rights to participate in the decisions that most significantly affect the financial results of the partnership. In determining whether the Company is the primary beneficiary of a VIE, the Company considers qualitative and quantitative factors, including, but not limited to: which activities most significantly impact the VIE’s economic performance and which party controls such activities; the amount and characteristics of the Company's investment; the obligation or likelihood for the Company or other investors to provide financial support; and the similarity with and significance to the Company's business activities and the business activities of the other investors.

The table below lists the Successor Company's and the Predecessor Company’s consolidated VIEs as of December 31, 2021 and 2020, respectively, which do not reflect the elimination of any internal debt the consolidated VIE has with the Operating Partnership:

	Successor				Predecessor
	As of December 31,				As of December 31,
	2021				2020
	Assets		Liabilities ⁽¹⁾		Assets		Liabilities ⁽¹⁾
Consolidated VIEs:
Atlanta Outlet Outparcels, LLC	$	831	$	—	$	851	$	—
CBL Terrace LP		15,339		12,626		14,608		12,578
Gettysburg Outlet Center Holding, LLC		15,308		18,776		33,199		38,334
Gettysburg Outlet Center, LLC		3,062		—		7,737		—
Jarnigan Road LP		19,699		1,336		17,974		572
Jarnigan Road II, LLC		20,652		16,578		22,623		17,134
Laredo Outlet JV, LLC		25,542		26,121		44,378		43,788
Lebcon Associates		98,151		96,138		46,692		116,085
Lebcon I, Ltd		12,938		8,645		8,305		8,672
Louisville Outlet Outparcels, LLC		539		—		173		—
The Promenade at D'Iberville		49,401		51,603		75,975		48,964
Statesboro Crossing, LLC		803		—		227		—
	$	262,265	$	231,823	$	272,742	$	286,127

The table below lists the Company's unconsolidated VIEs as of December 31, 2021 (Successor):

Unconsolidated VIEs:	Investment in Real Estate Joint Ventures and Partnerships		Maximum Risk of Loss
Ambassador Infrastructure, LLC ⁽¹⁾	$	—	$	8,250
Asheville Mall CMBS, LLC		—		—
Atlanta Outlet JV, LLC ⁽¹⁾		881		5,352
CBL-T/C, LLC		—		—
EastGate Mall CMBS, LLC		—		—
El Paso Outlet Center Holding, LLC		1,278		1,278
Fremaux Town Center JV, LLC		—		—
Louisville Outlet Shoppes, LLC ⁽¹⁾		—		8,097
Mall of South Carolina L.P.		1,123		1,123
Mall of South Carolina Outparcel L.P.		6,919		6,919
Shoppes at Eagle Point, LLC ⁽¹⁾		20,933		33,673
Vision - CBL Hamilton Place, LLC		2,340		2,340
	$	33,474	$	67,032