ACQUISITIONS (Tables)

3 Months Ended

Mar. 31, 2022

Business Combination and Asset Acquisition [Abstract]

Schedule of Conversion of Acquired Shares

The number of RPAI common stock outstanding as of October 21, 2021 converted to shares of the Company’s common stock was determined as follows:

RPAI common stock outstanding as of October 21, 2021	214,797,869
Exchange ratio	0.623
Company common shares issued for outstanding RPAI common stock	133,814,066
Company common shares issued for RPAI restricted stock units	1,117,399
Total Company common shares issued	134,931,465

Schedule of Purchase Price and Total Value of Equity Considerations Paid

The following table presents the purchase price and total value of equity consideration paid by the Company at the close of the Merger:

(in thousands, except share price)	Price of Company common shares		Equity Consideration Given (Company common shares issued)	Total Value of Stock Consideration(1)
As of October 21, 2021	$	21.18	134,931	$	2,847,369

(1)The total value of stock consideration is the total of the common shares issued multiplied by the closing price of the Company’s common stock on October 21, 2021 excluding the value of certain RPAI restricted stock that vested at the closing of the Merger and share awards assumed by the Company at the closing of the Merger.

Level 3 Assumptions Utilized in Determining Value of Acquired Assets

The range of the most significant Level 3 assumptions utilized in determining the value of the real estate and related assets acquired through the Merger with RPAI are as follows:

	Range of Assumptions
Net rental rate per square foot – Anchors	$4.00 to $45.00
Net rental rate per square foot – Small Shops	$7.00 to $140.00
Capitalization rate	5.50% to 12.00%

Fair Value of Assets Acquired and Liabilities Assumed

The following table summarizes the final purchase price allocation, including the acquisition date fair value of the tangible and intangible assets acquired and liabilities assumed:

($ in thousands)	Purchase Price Allocation
Investment properties	$	4,425,254
Acquired lease intangible assets	535,465
Cash, accounts receivable and other assets	84,632
Total assets acquired	5,045,351
Mortgage and other indebtedness, net	(1,848,476)
Accounts payable, other liabilities, tenant security deposits and prepaid rent	(176,391)
In-place lease liabilities	(168,652)
Noncontrolling interests	(4,463)
Total liabilities assumed	(2,197,982)
Total purchase price	$	2,847,369

The following table details the weighted average amortization periods, in years, of the purchase price allocated to real estate and related intangible assets and liabilities acquired arising from the Merger:

	Weighted Average Amortization Period (in years)
Land	10.2
Building	18.8
Tenant improvements	6.7
In-place lease intangibles	5.5
Above-market leases	5.7
Below-market leases (including below-market option periods)	20.5
Fair market value of debt adjustments	6.8

Business Acquisition, Pro Forma Information

The pro forma financial information set forth below is based upon the Company’s historical consolidated statements of operations for the three months ended March 31, 2021, adjusted to give effect for the properties assumed through the Merger as if they were acquired as of January 1, 2021. The pro forma financial information is presented for informational purposes only and may not be indicative of what actual results of income would have been, nor does it purport to represent the results of income for future periods.

($ in thousands)	Three Months Ended March 31, 2021
Rental income	$	183,344
Net loss	$	(16,874)
Net loss attributable to common shareholders	$	(16,688)
Net loss attributable to common shareholders per common share:
Basic(1)	$	(0.08)
Diluted(1)	$	(0.08)

Schedule of Asset Acquisition

The Company closed on the following asset acquisition during the three months ended March 31, 2022:

Date	Property Name	Metropolitan Statistical Area (MSA)	Property Type	Square Footage	Acquisition Price
February 16, 2022	Pebble Marketplace	Las Vegas	Multi-tenant retail	85,796	$	44,100