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Mortgage and Other Indebtedness, Net (Tables)
 12 Months Ended
Dec. 31, 2021
Debt Disclosure [Abstract]  
Schedule of Pre-Emergence Net Mortgage Notes Payable

Our Secured Notes and mortgage and other indebtedness, net, consisted of the following:

 

 

 

Successor

 

 

 

Predecessor

 

 

 

December 31, 2021

 

 

 

December 31, 2020

 

 

 

Amount

 

 

Weighted-

Average

Interest

Rate (1)

 

 

 

Amount

 

 

Weighted-

Average

Interest

Rate (1)

 

Fixed-rate debt at fair value:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

10% senior secured notes - at fair value (carrying amount of $395,000 as of December 31, 2021)

 

$

395,395

 

 

 

10.00

%

 

 

$

—

 

 

 

—

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fixed-rate debt:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exchangeable senior secured notes

 

 

150,000

 

 

 

7.00

%

 

 

 

—

 

 

 

—

 

Non-recourse loans on operating Properties

 

 

916,927

 

 

 

5.04

%

 

 

 

1,120,203

 

 

 

5.12

%

Total fixed-rate debt

 

 

1,066,927

 

 

 

5.32

%

 

 

 

1,120,203

 

 

 

5.12

%

Variable-rate debt:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Secured term loan

 

 

880,091

 

 

 

3.75

%

 

 

 

—

 

 

 

—

 

Recourse loans on operating Properties

 

 

66,911

 

 

 

3.21

%

 

 

 

68,061

 

 

 

4.69

%

Total variable-rate debt

 

 

947,002

 

 

 

3.71

%

 

 

 

68,061

 

 

 

4.69

%

Total fixed-rate and variable-rate debt

 

 

2,013,929

 

 

 

4.56

%

 

 

 

1,188,264

 

 

 

5.10

%

Unamortized deferred financing costs

 

 

(1,567

)

 

 

 

 

 

 

 

(3,433

)

 

 

 

 

Debt discounts (2)

 

 

(199,153

)

 

 

 

 

 

 

 

—

 

 

 

 

 

Total mortgage and other indebtedness, net

 

$

1,813,209

 

 

 

 

 

 

 

$

1,184,831

 

 

 

 

 

 

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

 

 

 

Successor

 

 

 

Predecessor

 

 

 

December 31, 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

%

Senior unsecured notes due 2024 (3)

 

 

—

 

 

 

—

 

 

 

 

300,000

 

 

 

4.60

%

Senior unsecured notes due 2026 (3)

 

 

—

 

 

 

—

 

 

 

 

625,000

 

 

 

5.95

%

Total fixed-rate debt

 

 

—

 

 

 

—

 

 

 

 

1,375,000

 

 

 

5.43

%

Variable-rate debt:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Secured line of credit (4)

 

 

—

 

 

 

—

 

 

 

 

675,926

 

 

 

9.50

%

Secured term loan (4)

 

 

—

 

 

 

—

 

 

 

 

438,750

 

 

 

9.50

%

Total variable-rate debt

 

 

—

 

 

 

—

 

 

 

 

1,114,676

 

 

 

9.50

%

Total fixed-rate and variable-rate debt

 

 

—

 

 

 

—

 

 

 

 

2,489,676

 

 

 

7.25

%

Unpaid accrued interest (5)

 

 

—

 

 

 

 

 

 

 

 

57,644

 

 

 

 

 

Prepetition unsecured or under secured liabilities

 

 

—

 

 

 

 

 

 

 

 

4,170

 

 

 

 

 

Total liabilities subject to compromise

 

$

—

 

 

 

 

 

 

 

$

2,551,490

 

 

 

 

 

(1)

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

(2)

In conjunction with fresh start accounting, the Company estimated the fair value of its mortgage notes with the assistance of a third-party valuation advisor. This resulted in recognizing a debt discount on the Effective Date. Debt discounts totaling $131,086 related to five mortgage notes payable that were past their maturity dates were fully accreted as additional interest expense during the period from November 1, 2021 through December 31, 2021. The debt discount is accreted over the term of the respective debt using the effective interest method. The remaining debt discounts at December 31, 2021 will be accreted over a weighted average period of 2.4 years.

(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 was not 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 consolidated balance sheets as of 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 would accrue on all outstanding obligations at the post-default rate, which was equal to the rate that otherwise would be in effect plus 5.0%. The post-default interest rate at 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 was not 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 consolidated balance sheets as of 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 December 31, 2020, represents interest accrued on the secured credit facility and senior unsecured notes prior to the filing of the Chapter 11 Cases.
Schedule of Loan Repayments

The Company repaid the following fixed-rate loans secured by the related consolidated Properties:

Date

 

Property

 

Interest

Rate at

Repayment Date

 

 

Scheduled

Maturity Date

 

Principal

Balance

Repaid (1)

 

2020:

 

 

 

 

 

 

 

 

 

 

 

 

February

 

Parkway Place

 

6.50%

 

 

July 2020

 

$

33,186

 

February

 

Valley View Mall

 

6.50%

 

 

July 2020

 

 

51,360

 

 

 

 

 

 

 

 

 

 

 

$

84,546

 

 

 

(1)

The Company retired the loans with borrowings from its credit facilities.

 

 
Summary of Dispositions

The following is a summary of the Company's dispositions for which the fixed-rate loan secured by the mall was extinguished:

 

Sale/Transfer Date

 

Property

 

Interest

Rate at

Repayment

Date

 

 

Scheduled

Maturity Date

 

Balance of

Non-recourse

Debt

 

 

Gain on

Extinguishment

of Debt

 

2020:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

August

 

Hickory Point Mall (1)

 

5.85%

 

 

December 2019

 

$

27,446

 

 

$

15,446

 

December

 

Burnsville Center (1)

 

6.00%

 

 

July 2020

 

 

64,233

 

 

 

17,075

 

 

 

 

 

 

 

 

 

 

 

$

91,679

 

 

$

32,521

 

(1)

The Company transferred title to the mall to the mortgage holder in satisfaction of the non-recourse debt secured by the Property.
Schedule of Pre-Emergence Principal Payments

As of December 31, 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, are as follows:

 

2022

 

$

420,213

 

2023

 

 

90,818

 

2024

 

 

112,253

 

2025

 

 

786,067

 

2026

 

 

137,947

 

Thereafter

 

 

545,000

 

Total

 

 

2,092,298

 

Principal balance of loans with maturity date prior to December 31, 2021 (1)

 

 

316,631

 

Total mortgage and other indebtedness

 

$

2,408,929

 

(1)

Represents the aggregate principal balance as of December 31, 2021 of the loans secured by Alamance Crossing, 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 December 31, 2021. As noted above, subsequent to December 31, 2021, the Company deconsolidated Greenbrier Mall in connection with the property being placed in receivership. The loan secured by Parkdale Mall & Crossing matured in March 2021 and had a balance of $69,460 as of December 31, 2021. The

loan secured by Hamilton Crossing matured in April 2021 and had a balance of $7,868 as of December 31, 2021. The loan secured by Fayette Mall matured in May 2021 and had a balance of $135,134 as of December 31, 2021. Subsequent to December 31, 2021, the loan secured by Fayette Mall was modified to reduce the fixed interest rate to 4.25% and extend the maturity date through May 2023, with three one-year extension options, subject to certain requirements. See Note 20. The loan secured by Alamance Crossing matured in July 2021 and had a balance of $42,522 as of December 31, 2021.