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Unconsolidated Affiliates and Noncontrolling Interests

3 Months Ended

Mar. 31, 2022

Equity Method Investments And Joint Ventures [Abstract]

Unconsolidated Affiliates and Noncontrolling Interests

Note 7 – Unconsolidated Affiliates and Noncontrolling Interests

Unconsolidated Affiliates

Although the Company had majority ownership of certain joint ventures during 2022 and 2021, it evaluated the investments and concluded that the other partners or owners in these joint ventures had substantive participating rights, such as approvals of:

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the pro forma for the development and construction of the project and any material deviations or modifications thereto;

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the site plan and any material deviations or modifications thereto;

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the conceptual design of the project and the initial plans and specifications for the project and any material deviations or modifications thereto;

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any acquisition/construction loans or any permanent financings/refinancings;

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the annual operating budgets and any material deviations or modifications thereto;

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the initial leasing plan and leasing parameters and any material deviations or modifications thereto; and

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any material acquisitions or dispositions with respect to the project.

As a result of the joint control over these joint ventures, the Company accounts for these investments using the equity method of accounting.

At March 31, 2022, the Company had investments in 27 entities, which are accounted for using the equity method of accounting. The Company's ownership interest in these unconsolidated affiliates ranges from 20% to 100%. Of these entities, 14 are owned in 50/50 joint ventures.

2022 Activity - Unconsolidated Affiliates

Atlanta Outlet JV, LLC

In February 2022, the joint venture entered into a forbearance agreement with the lender regarding the default triggered by the filing of voluntary petitions (the “Chapter 11 Cases”) under chapter 11 of title 11 (“Chapter 11”) of the United States Code in the United States Bankruptcy Court for the Southern District of Texas related to the loan secured by The Outlet Shoppes at Atlanta.

Bullseye, LLC

In March 2022, the joint venture sold its income-producing property, which generated gross proceeds of $10,500. The Company’s share of the net profit from the sale was $629.

Fremaux Town Center JV, LLC

In March 2022, the joint venture entered into a forbearance agreement with the lender regarding the default triggered by the Chapter 11 Cases related to the loan secured by Fremaux Town Center.

Greenbrier Mall II, LLC

In March 2022, the Company deconsolidated Greenbrier Mall as a result of the Company losing control when the property was placed in receivership. As of March 31, 2022, the loan secured by Greenbrier Mall had an outstanding balance of $61,647. For the three months ended March 31, 2022, the Company recognized a gain on deconsolidation of $36,250.

Louisville Outlet Shoppes, LLC

Subsequent to March 31, 2022, the joint venture entered into a forbearance agreement with the lender regarding the default triggered by the bankruptcy filing related to the loan secured by The Outlet Shoppes of the Bluegrass. See Note 14.

Mall of South Carolina, LP and Mall of South Carolina Outparcel, LP

In March 2022, the joint ventures entered into forbearance agreements with the lenders regarding the default triggered by the Chapter 11 Cases related to the loans secured by Coastal Grand.

Shoppes at Eagle Point, LLC

Subsequent to March 31, 2022, the joint venture entered into a new $40,000, ten-year, non-recourse loan secured by The Shoppes at Eagle Point. See Note 14 for additional information.

York Town Center Holding, LP

In March 2022, the joint venture entered into a $30,000 non-recourse mortgage note payable, secured by York Town Center, that provides for a three-year term and a fixed interest rate of 4.75%. The monthly debt service is interest only for the first eighteen months. Proceeds from the new loan were used to retire the existing loans.

Condensed Combined Financial Statements - Unconsolidated Affiliates

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

	March 31, 2022			December 31, 2021
ASSETS:
Investment in real estate assets	$	2,048,670		$	2,364,154
Accumulated depreciation		(791,622	)		(934,374	)
		1,257,048			1,429,780
Developments in progress		6,717			7,288
Net investment in real estate assets		1,263,765			1,437,068
Other assets		197,179			188,683
Total assets	$	1,460,944		$	1,625,751
LIABILITIES:
Mortgage and other indebtedness, net	$	1,501,094		$	1,452,794
Other liabilities		62,755			64,598
Total liabilities		1,563,849			1,517,392
OWNERS' EQUITY:
The Company		17,238			102,792
Other investors		(120,143	)		5,567
Total owners' equity		(102,905	)		108,359
Total liabilities and owners’ equity	$	1,460,944		$	1,625,751

	Successor		Predecessor
	Three Months Ended March 31,		Three Months Ended March 31,
	2022		2021
Total revenues	$	63,737	$	58,756
Net income (loss) ⁽¹⁾	$	20,678	$	(3,321	)

(1)	The Successor Company's pro rata share of net income is $8,566 for the three months ended March 31, 2022. The Predecessor Company’s pro rata share of net loss is $(3,076) for the three months ended March 31, 2021.

Variable Interest Entities

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.

Consolidated VIEs

As of March 31, 2022, the Company had investments in 12 consolidated VIEs with ownership interests ranging from 50% to 92%.

Unconsolidated VIEs

The table below lists the Company's unconsolidated VIEs as of March 31, 2022:

Unconsolidated VIEs:	Investment in Real Estate Joint Ventures and Partnerships		Maximum Risk of Loss
Ambassador Infrastructure, LLC ⁽¹⁾	$	—	$	7,001
Asheville Mall CMBS, LLC		—		—
Atlanta Outlet JV, LLC ⁽¹⁾		881		5,318
CBL-T/C, LLC		—		—
EastGate Mall CMBS, LLC		—		—
El Paso Outlet Center Holding, LLC		285		285
Fremaux Town Center JV, LLC		2,052		2,052
Greenbrier Mall II, LLC		—		—
Louisville Outlet Shoppes, LLC ⁽¹⁾		—		7,947
Mall of South Carolina L.P.		—		—
Shoppes at Eagle Point, LLC ⁽¹⁾⁽²⁾		21,058		33,798
Vision - CBL Hamilton Place, LLC		2,112		2,112
	$	26,388	$	58,513

(1)	The Operating Partnership has guaranteed all or a portion of the debt of each of these VIEs. See Note 11 for more information.

(2)	Subsequent to March 31, 2022, the guaranty was removed. See Note 14 for additional information.