ý | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Pennsylvania | 23-6216339 | |
(State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) | |
The Bellevue 200 South Broad Street Philadelphia, Pennsylvania | 19102 | |
(Address of principal executive offices) | (Zip Code) |
Title of each class | Name of each exchange on which registered | |
Shares of Beneficial Interest, par value $1.00 per share | New York Stock Exchange | |
Series A Preferred Shares, par value $0.01 per share | New York Stock Exchange | |
Series B Preferred Shares, par value $0.01 per share | New York Stock Exchange |
Large accelerated filer | ý | Accelerated filer | ¨ | |||
Non-accelerated filer | o (Do not check if a smaller reporting company) | Smaller reporting company | ¨ |
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• | our substantial debt and stated value of preferred shares and our high leverage ratio; |
• | constraining leverage, interest and tangible net worth covenants under our 2013 Revolving Facility and our 2014 Term Loans; |
• | potential losses on impairment of certain long-lived assets, such as real estate, or of intangible assets, such as goodwill, including such losses that we might be required to record in connection with any dispositions of assets; |
• | changes to our corporate management team and any resulting modifications to our business strategies; |
• | our ability to refinance our existing indebtedness when it matures, on favorable terms or at all; |
• | our ability to raise capital, including through the issuance of equity or equity-related securities if market conditions are favorable, through joint ventures or other partnerships, through sales of properties or interests in properties, or through other actions; |
• | our ability to identify and execute on suitable acquisition opportunities and to integrate acquired properties into our portfolio; |
• | our short and long-term liquidity position; |
• | current economic conditions and their effect on employment and consumer confidence and spending, and the corresponding effects on tenant business performance, prospects, solvency and leasing decisions and on our cash flows, and the value and potential impairment of our properties; |
• | changes in the retail industry, including consolidation and store closings, particularly among anchor tenants; |
• | the effects of online shopping and other uses of technology on, and by competitors of, our retail tenants; |
• | general economic, financial and political conditions, including credit and capital market conditions, changes in interest rates or unemployment; |
• | risks related to development and redevelopment activities; |
• | inability to sell properties that we seek to dispose of or the inability to obtain estimated sale prices; |
• | our ability to maintain and increase property occupancy, sales and rental rates, in light of the relatively high number of leases that have expired or are expiring in the next two years; |
• | acts of violence at malls, including our properties, or at other similar spaces, and the potential effect on traffic and sales; |
• | increases in operating costs that cannot be passed on to tenants; |
• | concentration of our properties in the Mid-Atlantic region; |
• | changes in local market conditions, such as the supply of or demand for retail space, or other competitive factors; and |
• | potential dilution from any capital raising transactions or other equity issuances. |
Financing Date | Property | Amount Financed or Extended (in millions of dollars) | Stated Interest Rate | Maturity | ||||
February | Francis Scott Key Mall(1)(2) | $62.6 | LIBOR plus 2.60% | March 2018 | ||||
February | Lycoming Mall(3) | 35.5 | LIBOR plus 2.75% | March 2018 | ||||
February | Viewmont Mall(1) | 48.0 | LIBOR plus 2.60% | March 2018 | ||||
March | Dartmouth Mall | 67.0 | 3.97% fixed | April 2018 | ||||
September | Logan Valley Mall(4) | 51.0 | LIBOR plus 2.10% | September 2014 | ||||
December | Wyoming Valley Mall(5) | 78.0 | 5.17% fixed | December 2023 |
(1) | Interest only payments. |
(2) | The mortgage loan may be increased by $7.9 million subject to certain prescribed conditions. |
(3) | The initial amount of the mortgage loan was $28.0 million. We took additional draws of $5.0 million in October 2009 and $2.5 million in March 2010. The mortgage loan was amended in February 2013 to lower the interest rate to LIBOR plus 2.75% and to extend the maturity date to March 2018. We borrowed an additional $2.1 million to bring the total amount financed to $35.5 million. |
(4) | The initial amount of the mortgage loan was $68.0 million. We repaid $5.0 million in September 2011 and $12.0 million in September 2013. We exercised our right under the loan in September 2013 to extend the maturity date to September 2014. |
(5) | Interest only payments until March 2015. Principal and interest payments commencing in April 2015. |
Sale Date | Property and Location | Description of Real Estate Sold | Capitalization Rate | Sale Price (in millions) | Gain/ (Loss) | ||||||||||
(in millions of dollars) | |||||||||||||||
January | Phillipsburg Mall, Phillipsburg, New Jersey | Mall(1) | 9.8 | % | $ | 11.5 | $ | — | |||||||
Paxton Towne Centre, Harrisburg, Pennsylvania | Power center(2)(3) | 6.9 | % | 76.8 | 32.7 | ||||||||||
February | Orlando Fashion Square, Orlando, Florida | Mall(4) | 9.8 | % | 35.0 | 0.7 | |||||||||
September | Commons at Magnolia, Florence, South Carolina | Strip Center(5) | 8.9 | % | 12.3 | 4.3 | |||||||||
Christiana Center, Newark, Delaware | Power Center(2)(5)(6) | 6.5 | % | 75.0 | 40.8 | ||||||||||
November | Chambersburg Mall, Chambersburg, Pennsylvania | Mall(7) | NM (8) | 8.5 | — |
(1) | We used proceeds of $11.5 million plus $4.5 million of available working capital to pay for the release of the lien on this collateral property, which secured a portion of our 2010 Credit Facility. |
(2) | We divested goodwill of $0.7 million and $0.8 million in connection with the dispositions of Paxton Towne Centre and Christiana Center, respectively. |
(3) | We used proceeds from the sale of this property to repay the $50.0 million mortgage loan secured by the property. |
(4) | We used proceeds of $35.0 million plus a nominal amount of available working capital to pay for the release of the lien on this collateral property, which secured a portion of our 2010 Credit Facility. |
(5) | We used combined proceeds from the sales of these properties to repay $35.0 million of amounts outstanding under our 2013 Revolving Facility, and we used the remaining proceeds for general corporate purposes. |
(6) | The buyer of this property assumed the $49.2 million mortgage loan secured by this property. |
(7) | In the third quarter of 2013, we recorded a loss on impairment of assets at Chambersburg Mall of $23.7 million. We used proceeds from the sale of this property for general corporate purposes. |
(8) | The capitalization rate was not meaningful in the context of this transaction. |
• | Raising the overall level of quality of the assets in our portfolio; |
• | Improving the operating results of our properties; |
• | Taking steps to position the Company for future growth opportunities; and |
• | Improving our balance sheet by reducing debt and leverage, and maintaining a solid liquidity position. |
• | delayed ability or inability to reach projected occupancy, rental rates, profitability, and investment return; |
• | timing delays due to tenant decision delays and other factors outside our control, which might make a project less profitable or unprofitable, or delay profitability; |
• | expenditure of money and time on projects that might be significantly delayed before stabilization. |
• | partners might become bankrupt or fail to fund their share of required capital contributions, which might inhibit our ability to make important decisions in a timely fashion or necessitate our funding their share to preserve our investment, which might be at a disadvantageous time or in a significant amount; |
• | partners might have business interests or goals that are inconsistent with our business interests or goals; |
• | partners might be in a position to take action contrary to our policies or objectives; |
• | we might incur liability for the actions of our partners; and |
• | third-party managers might not be sensitive to publicly-traded company or REIT tax compliance matters. |
• | we might not achieve the expected value-creation potential, operating efficiencies, economies of scale or other benefits of such transactions; |
• | we might not have adequate personnel, personnel with necessary skill sets or financial and other resources to successfully handle our increased operations; |
• | we might not be successful in leasing space in acquired properties or renewing leases of existing tenants after our acquisition of the property; |
• | the combined portfolio might not perform at the level we anticipate; |
• | the additional property or portfolio might require excessive time and financial resources to make necessary improvements or renovations and might divert the attention of management away from our other operations; |
• | we might experience difficulties and incur unforeseen expenses in connection with assimilating and retaining employees working at acquired properties, and in assimilating any acquired properties; |
• | we might experience problems and incur unforeseen expenses in connection with upgrading and expanding our systems and processes to incorporate any such acquisitions; and |
• | we might incur unexpected liabilities in connection with the properties and businesses we acquire. |
(1) | There are ownership limits and restrictions on transferability in our trust agreement. In order to protect our status as a REIT, no more than 50% of the value of our outstanding shares (after taking into account options to acquire shares) may be owned, directly or constructively, by five or fewer individuals (as defined in the Internal Revenue Code of 1986, as amended), and the shares must be beneficially owned by 100 or more persons during at least 335 days of a taxable year of 12 months or during a proportionate part of a shorter taxable year. To assist us in satisfying these tests, subject to some exceptions, our trust agreement prohibits any shareholder from owning more than 9.9% of our outstanding shares of beneficial interest (exclusive of preferred shares) or more than 9.9% of any class or series of preferred shares. The trust agreement also prohibits transfers of shares that would cause a shareholder to exceed the 9.9% limit or cause our shares to be beneficially owned by fewer than 100 persons. Our Board of Trustees may exempt a person from the 9.9% ownership limit if it receives a ruling from the Internal Revenue Service or an opinion of counsel or tax accountants that exceeding the 9.9% ownership limit as to that person would not jeopardize our tax status as a REIT. Absent an exemption, this restriction might: |
▪ | discourage, delay or prevent a tender offer or other transaction or a change in control of management that might involve a premium price for our shares or otherwise be in the best interests of our shareholders; or |
▪ | compel a shareholder who had acquired more than 9.9% of our shares to transfer the additional shares to a trust and, as a result, to forfeit the benefits of owning the additional shares. |
(2) | Our trust agreement permits our Board of Trustees to issue preferred shares with terms that might discourage a third party from acquiring the Company. Our trust agreement permits our Board of Trustees to create and issue multiple classes and series of preferred shares, and classes and series of preferred shares having preferences to the existing shares on any matter, without a vote of shareholders, including preferences in rights in liquidation or to dividends and option rights, and other securities having conversion or option rights. Also, the Board might authorize the creation and issuance by our subsidiaries and affiliates of securities having conversion and option rights in respect of our shares. Our trust agreement further provides that the terms of such rights or other securities might provide for disparate treatment of certain holders or groups of holders of such rights or other securities. The issuance of such rights or other securities could have the effect of discouraging, delaying or preventing a change in control of us, even if a change in control were in our shareholders’ interest or would give the shareholders the opportunity to realize a premium over the then-prevailing market price of our securities. |
(3) | Advance Notice Requirements for Shareholder Nominations of Trustees. The Company’s advance notice procedures with regard to shareholder proposals relating to the nomination of candidates for election as trustees, as provided in our amended and restated Trust Agreement, require, among other things, that advance written notice of any such proposals, containing prescribed information, be given to our Secretary at our principal executive offices not less than 90 days nor more than 120 days prior to the anniversary date of the prior year’s meeting (or within 10 business days of the day notice is given of the annual meeting date, if the annual meeting date is not within 30 days of the anniversary date of the immediately preceding annual meeting). |
• | Increases in market interest rates, relative to the dividend yield on our shares. If market interest rates increase, prospective purchasers of our securities might require a higher yield. Higher market interest rates would not, however, result in more funds being available for us to distribute to shareholders and, to the contrary, would likely increase our borrowing costs and potentially decrease funds available for distribution to our shareholders. Thus, higher market interest rates could cause the market price of our shares to decrease; |
• | Possible future issuances of equity, equity-related or convertible securities, including securities senior as to distributions or liquidation rights; |
• | A decline in the anticipated benefits of an investment in our securities as compared to an investment in securities of companies in other industries (including benefits associated with the tax treatment of dividends and distributions); |
• | Perception, by market professionals and participants, of REITs generally and REITs in the retail sector, and malls, in particular. Our portfolio of properties consists almost entirely of retail properties and we expect to continue to focus primarily on acquiring retail properties in the future; |
• | Perception by market participants of our potential for payment of cash distributions and for growth; |
• | Levels of institutional investor and research analyst interest in our securities; |
• | Relatively low trading volumes in securities of REITs; |
• | Our results of operations and financial condition; and |
• | Investor confidence in the stock market or the real estate sector generally. |
Property/Location(1) | Ownership Interest | Total Square Feet(2) | Owned Square Feet(3) | Year Built / Last Renovated | Occupancy%(4) | Anchors/Major Tenants(5) | |||||||||
MALL | |||||||||||||||
Beaver Valley Mall, Monaca, PA | 100 | % | 1,153,721 | 948,951 | 1970/1991 | 97.5 | % | Boscov’s, jcpenney, Macy’s and Sears | |||||||
Capital City Mall, Camp Hill, PA | 100 | % | 614,471 | 494,471 | 1974/2005 | 98.2 | % | jcpenney, Macy’s and Sears | |||||||
Cherry Hill Mall, Cherry Hill, NJ | 100 | % | 1,306,271 | 827,386 | 1961/2009 | 95.6 | % | The Container Store, Crate and Barrel, jcpenney, Macy’s and Nordstrom | |||||||
Crossroads Mall, Beckley, WV(6) | 100 | % | 468,214 | 468,214 | 1981 | 97.5 | % | Belk, Dick’s Sporting Goods, jcpenney and Sears | |||||||
Cumberland Mall, Vineland, NJ | 100 | % | 941,684 | 668,454 | 1973/2003 | 95.3 | % | Best Buy, BJ’s, Boscov’s, Burlington Coat Factory, Home Depot and jcpenney | |||||||
Dartmouth Mall, Dartmouth, MA | 100 | % | 670,504 | 530,504 | 1971/2000 | 98.7 | % | jcpenney, Macy’s and Sears | |||||||
Exton Square Mall, Exton, PA(6) | 100 | % | 1,087,539 | 810,071 | 1973/2000 | 96.1 | % | Boscov’s, jcpenney(7), K-Mart, Macy’s and Sears |
Property/Location(1) | Ownership Interest | Total Square Feet(2) | Owned Square Feet(3) | Year Built / Last Renovated | Occupancy%(4) | Anchors/Major Tenants(5) | |||||||||
Francis Scott Key Mall, Frederick, MD | 100 | % | 720,502 | 581,169 | 1978/1991 | 99.5 | % | Barnes & Noble, jcpenney, Macy’s, Sears and Value City Furniture | |||||||
Gadsden Mall, Gadsden, AL | 100 | % | 506,438 | 506,438 | 1974/1990 | 97.5 | % | Belk, jcpenney and Sears | |||||||
The Gallery at Market East, Philadelphia, PA(6)(8) | 100 | % | 1,424,345 | 1,424,345 | 1977/1990 | 77.3 | % | Burlington Coat Factory, Kmart(9) and Commonwealth of Pennsylvania | |||||||
Jacksonville Mall, Jacksonville, NC | 100 | % | 489,819 | 489,819 | 1981/2008 | 100.0 | % | Barnes & Noble, Belk, jcpenney and Sears | |||||||
Logan Valley Mall, Altoona, PA | 100 | % | 780,853 | 780,853 | 1960/1997 | 98.2 | % | jcpenney, Macy’s and Sears | |||||||
Lycoming Mall, Pennsdale, PA | 100 | % | 814,036 | 694,298 | 1978/2007 | 98.0 | % | Best Buy, Bon-Ton, Burlington Coat Factory, Dick’s Sporting Goods, jcpenney, Macy’s(10) and Sears | |||||||
Magnolia Mall, Florence, SC | 100 | % | 620,693 | 620,693 | 1979/2007 | 98.7 | % | Barnes & Noble, Belk, Best Buy, Dick’s Sporting Goods, jcpenney and Sears | |||||||
Moorestown Mall, Moorestown, NJ | 100 | % | 1,063,583 | 742,383 | 1963/2008 | 92.6 | % | Boscov’s, Lord & Taylor, Macy’s, Regal Cinema RPX and Sears | |||||||
New River Valley Mall, Christiansburg, VA | 100 | % | 463,596 | 463,596 | 1988/2007 | 86.1 | % | Belk, Dick’s Sporting Goods, jcpenney, Regal Cinemas and Sears | |||||||
Nittany Mall, State College, PA | 100 | % | 533,127 | 438,127 | 1968/1990 | 94.8 | % | Bon-Ton, jcpenney, Macy’s (10) and Sears | |||||||
North Hanover Mall, Hanover, PA | 100 | % | 452,457 | 452,457 | 1967/1999 | 84.6 | % | Dick’s Sporting Goods, jcpenney and Sears | |||||||
Palmer Park Mall, Easton, PA | 100 | % | 457,981 | 457,981 | 1972 | 98.1 | % | Bon-Ton and Boscov’s | |||||||
Patrick Henry Mall, Newport News, VA | 100 | % | 716,173 | 432,016 | 1988/2005 | 96.5 | % | Dick’s Sporting Goods, Dillard’s, jcpenney and Macy’s | |||||||
Plymouth Meeting Mall, Plymouth Meeting, PA | 100 | % | 947,219 | 732,584 | 1966/2009 | 94.2 | % | AMC Theater, Boscov’s, Macy’s and Whole Foods | |||||||
The Mall at Prince Georges, Hyattsville, MD | 100 | % | 917,706 | 917,706 | 1959/2004 | 99.8 | % | jcpenney, Macy’s, Marshalls, Ross Dress for Less and Target | |||||||
South Mall, Allentown, PA | 100 | % | 405,290 | 405,290 | 1975/1992 | 95.0 | % | Bon-Ton and Stein Mart |
Property/Location(1) | Ownership Interest | Total Square Feet(2) | Owned Square Feet(3) | Year Built / Last Renovated | Occupancy%(4) | Anchors/Major Tenants(5) | |||||||||
Uniontown Mall, Uniontown, PA(6) | 100 | % | 700,012 | 700,012 | 1972/1990 | 97.4 | % | Bon-Ton, Burlington Coat Factory, jcpenney, Sears and Teletech Customer Care | |||||||
Valley Mall, Hagerstown, MD | 100 | % | 914,126 | 670,726 | 1974/1999 | 97.7 | % | Bon-Ton, jcpenney, Macy’s and Sears | |||||||
Valley View Mall, La Crosse, WI | 100 | % | 605,386 | 350,790 | 1980/2001 | 98.3 | % | Barnes & Noble, Herberger’s, jcpenney, Macy’s and Sears | |||||||
Viewmont Mall, Scranton, PA | 100 | % | 767,028 | 627,227 | 1968/2006 | 99.4 | % | jcpenney, Macy’s and Sears | |||||||
Voorhees Town Center, Voorhees, NJ | 100 | % | 728,575 | 307,737 | 1970/2007 | 73.2 | % | Boscov’s, Macy’s, The Star Group and Voorhees Town Hall | |||||||
Washington Crown Center, Washington, PA | 100 | % | 673,561 | 533,466 | 1969/1999 | 91.6 | % | Bon-Ton, Gander Mountain Sports, Macy’s and Sears | |||||||
Willow Grove Park, Willow Grove, PA | 100 | % | 1,179,474 | 766,353 | 1982/2001 | 97.6 | % | Bloomingdale’s, The Cheesecake Factory, Macy’s and Sears | |||||||
Wiregrass Commons, Dothan, AL | 100 | % | 636,279 | 304,127 | 1986/2008 | 92.0 | % | Belk, Burlington Coat Factory and jcpenney | |||||||
Woodland Mall, Grand Rapids, MI | 100 | % | 1,169,705 | 444,518 | 1968/1998 | 99.7 | % | Apple, Barnes & Noble, jcpenney, Kohl’s, Macy’s and Sears | |||||||
Wyoming Valley Mall, Wilkes-Barre, PA | 100 | % | 909,756 | 909,756 | 1971/2006 | 97.5 | % | Bon-Ton, jcpenney, Macy’s and Sears | |||||||
Total consolidated retail properties | 25,840,124 | 20,502,518 | 94.8 | % |
(1) | The location stated is the major city or town nearest to the property and is not necessarily the local jurisdiction in which the property is located. |
(2) | Total square feet includes space owned by us and space owned by tenants or other lessors. |
(3) | Owned square feet includes only space owned by us and excludes space owned by tenants or other lessors. |
(4) | Occupancy is calculated based on space owned by us, excludes space owned by tenants or other lessors and includes space occupied by both anchor and non anchor tenants, irrespective of the term of their agreements. |
(5) | Includes anchors/major tenants that own their space or lease from lessors other than us and do not pay rent to us. |
(6) | A portion of the underlying land at this property is subject to a ground lease. |
(7) | Includes a store located at the Exton Square Mall that the tenant has announced that it intends to close in 2014. |
(8) | The owned square feet for The Gallery at Market East includes the former Strawbridge’s department store building that is currently partially vacant. This vacant portion of the department store represents 16.4% of the owned square feet for The Gallery at Market East. |
(9) | Includes a store located at 907 Market Street, part of The Gallery at Market East, that the tenant has announced that it intends to close in the first half of 2014. |
(10) | Tenant currently holds a long-term ground lease with an option to purchase the related store and parking area at a nominal purchase price. These locations are deemed owned by their anchor occupants as they only pay a nominal rent. |
Property/Location(1) | Ownership Interest | Total Square Feet(2) | Owned Square Feet(3) | Year Built / Last Renovated | Occupancy%(4) | Anchors/Major Tenants(5) | |||||||||
MALLS | |||||||||||||||
Lehigh Valley Mall, Allentown, PA | 50 | % | 1,169,357 | 962,065 | 1960/2008 | 98.3 | % | Barnes & Noble, Boscov’s, jcpenney and Macy’s | |||||||
Springfield Mall, Springfield, PA | 50 | % | 611,419 | 223,520 | 1974/1997 | 97.5 | % | Macy’s and Target | |||||||
POWER CENTERS | |||||||||||||||
Metroplex Shopping Center, Plymouth Meeting, PA | 50 | % | 778,190 | 477,461 | 2001 | 100.0 | % | Giant Food Store, Lowe’s and Target | |||||||
The Court at Oxford Valley, Langhorne, PA | 50 | % | 704,526 | 456,903 | 1996 | 88.5 | % | Best Buy, BJ’s, Dick’s Sporting Goods and Home Depot | |||||||
Red Rose Commons, Lancaster, PA | 50 | % | 462,881 | 263,291 | 1998 | 100.0 | % | Home Depot and Weis Markets | |||||||
Whitehall Mall, Allentown, PA | 50 | % | 580,768 | 580,768 | 1964/1998 | 92.7 | % | Bed, Bath & Beyond, Kohl’s and Sears | |||||||
STRIP CENTER | |||||||||||||||
Springfield Park, Springfield, PA | 50 | % | 287,237 | 141,568 | 1997/1998 | 100.0 | % | Bed, Bath & Beyond, LA Fitness and Target | |||||||
Total unconsolidated retail properties | 4,594,378 | 3,105,576 | 96.2 | % |
(1) | The location stated is the major city or town nearest to the property and is not necessarily the local jurisdiction in which the property is located. |
(2) | Total square feet includes space owned by the unconsolidated partnership and space owned by tenants or other lessors. |
(3) | Owned square feet includes only space owned by the unconsolidated partnership and excludes space owned by tenants or other lessors. |
(4) | Occupancy is calculated based on space owned by the unconsolidated partnership that is occupied, includes space occupied by both anchor and non anchor tenants and includes all tenants irrespective of the term of their agreements. |
(5) | Includes anchors that own their space or lease from lessors other than us and do not pay rent to us. |
Year | Anchor Stores | Non Anchor Stores |
2009(1) | $4.22 | $32.00 |
2010(1) | 4.12 | 31.72 |
2011(1) | 4.12 | 31.45 |
2012 | 4.83 | 32.03 |
2013 | 5.36 | 33.02 |
(1) | Prior periods reflect the exclusion of tenants that have vacated their space and are not paying rent. |
Tenant Name(1) | Number of Stores(2) | GLA(2) | Percent of Total GLA(3) | |||||
Bed Bath & Beyond Inc. | ||||||||
Bed Bath & Beyond | 4 | 156,161 | ||||||
Buy Buy Baby | 1 | 30,322 | ||||||
Total Bed Bath & Beyond Inc. | 5 | 186,483 | 0.6 | % | ||||
Belk, Inc. | 6 | 540,718 | 1.8 | % | ||||
Best Buy Co., Inc. | ||||||||
Best Buy | 5 | 177,857 | ||||||
Best Buy Mobile | 18 | 27,980 | ||||||
Total Best Buy Co., Inc. | 23 | 205,837 | 0.7 | % | ||||
BJ’s Wholesale Club, Inc. | 2 | 234,761 | 0.8 | % | ||||
The Bon-Ton Stores, Inc. | ||||||||
Bon-Ton | 9 | 888,771 | ||||||
Herberger’s | 1 | 41,344 | ||||||
Total Bon-Ton Stores, Inc. | 10 | 930,115 | 3.1 | % | ||||
Boscov’s Department Store | 8 | 1,453,574 | 4.8 | % | ||||
Burlington Coat Factory | 5 | 467,916 | 1.5 | % | ||||
Carmike Cinemas, Inc. | ||||||||
Carmike Cinemas | 3 | 104,321 | ||||||
Valley Square Theater | 1 | 20,780 | ||||||
Total Carmike Cinemas, Inc. | 4 | 125,101 | 0.4 | % | ||||
Dick’s Sporting Goods, Inc. | 9 | 417,159 | 1.4 | % | ||||
Dillard’s, Inc. | 2 | 307,204 | 1.0 | % | ||||
Gander Mountain Co. | 1 | 83,835 | 0.3 | % | ||||
Giant Food Stores, LLC | 1 | 67,185 | 0.2 | % | ||||
Hollywood Theaters, Inc. | 1 | 54,073 | 0.2 | % | ||||
The Home Depot, Inc. | 3 | 397,322 | 1.3 | % | ||||
J.C. Penney Company, Inc.(4) | 27 | 3,114,743 | 10.2 | % | ||||
Kohl’s Corporation | 1 | 81,785 | 0.3 | % | ||||
Lord & Taylor | 1 | 121,200 | 0.4 | % | ||||
Lowes, Inc. | 1 | 163,215 | 0.5 | % | ||||
Macy’s, Inc. | ||||||||
Bloomingdale’s | 1 | 237,537 | ||||||
Macy’s | 23 | 3,869,640 | ||||||
Total Macy’s, Inc. | 24 | 4,107,177 | 13.5 | % | ||||
Nordstrom, Inc. |
Tenant Name(1) | Number of Stores(2) | GLA(2) | Percent of Total GLA(3) | |||||
Nordstrom | 1 | 138,000 | ||||||
Nordstrom Rack | 1 | 40,332 | ||||||
Total Nordstrom, Inc. | 2 | 178,332 | 0.6 | % | ||||
Premier Cinema Corporation | 1 | 51,412 | 0.2 | % | ||||
Regal Cinemas | 4 | 208,173 | 0.7 | % | ||||
Sears Holdings Corporation | ||||||||
K-Mart(5) | 2 | 243,436 | ||||||
Sears | 24 | 3,202,813 | ||||||
Total Sears Holdings Corporation | 26 | 3,446,249 | 11.3 | % | ||||
Target Corporation | 4 | 620,880 | 2.0 | % | ||||
Teletech Customer Care Management | 1 | 64,964 | 0.2 | % | ||||
Weis Markets, Inc. | 1 | 65,032 | 0.2 | % | ||||
Whole Foods, Inc. | 1 | 65,155 | 0.2 | % | ||||
174 | 17,759,600 | 58.4 | % |
(1) | To qualify as a large format retailer or an anchor for inclusion in this table, a tenant must occupy at least 50,000 square feet or be part of a chain that has stores in our portfolio occupying at least 50,000 square feet. This table lists all stores from such chains, regardless of the size of the individual stores. |
(2) | Number of stores and gross leasable area (“GLA”) include anchors that own their own space or lease from lessors other than us and do not pay rent to us. |
(3) | Percent of Total GLA is calculated based on the total GLA of all properties. |
(4) | Includes a store located at the Exton Square Mall that the tenant has announced that it intends to close in 2014. |
(5) | Includes a store located at 907 Market Street, part of The Gallery at Market East, that the tenant has announced that it intends to close in the first half of 2014. |
Primary Tenant(1) | Total Stores | Annual Gross Rent(2) | Percent of PREIT’s Annual Gross Rent | ||||||
Gap, Inc. | 41 | $ | 11,746 | 2.9 | % | ||||
Limited Brands, Inc. | 68 | 11,170 | 2.8 | % | |||||
Foot Locker, Inc. | 60 | 11,056 | 2.8 | % | |||||
J.C. Penney Company, Inc.(3) | 27 | 10,142 | 2.5 | % | |||||
American Eagle Outfitters, Inc. | 39 | 9,994 | 2.5 | % | |||||
Sears Holding Corporation(4) | 26 | 7,863 | 2.0 | % | |||||
Signet Jewelers Limited | 37 | 6,137 | 1.5 | % | |||||
Zale Corporation | 64 | 5,644 | 1.4 | % | |||||
Commonwealth of Pennsylvania | 2 | 5,497 | 1.4 | % | |||||
Luxottica Group S.p.A. | 46 | 5,424 | 1.4 | % | |||||
Ascena Retail Group, Inc. | 43 | 5,372 | 1.3 | % | |||||
Abercrombie & Fitch Co. | 19 | 5,225 | 1.3 | % | |||||
Genesco, Inc. | 59 | 5,159 | 1.3 | % | |||||
Macy's, Inc. | 24 | 4,857 | 1.2 | % | |||||
Aeropostale, Inc. | 38 | 4,799 | 1.2 | % | |||||
The Finish Line, Inc. | 26 | 4,601 | 1.2 | % | |||||
The Children's Place Retail Stores, Inc. | 27 | 4,589 | 1.2 | % | |||||
Shoe Show, Inc. | 28 | 4,439 | 1.1 | % | |||||
Dick's Sporting Goods, Inc. | 9 | 4,307 | 1.1 | % | |||||
Boscov's Department Store | 8 | 4,252 | 1.1 | % | |||||
Total | 691 | $ | 132,273 | 33.2 | % |
(1) | Tenant includes all brands and concepts of the tenant. |
(2) | In thousands of dollars. Includes our proportionate share of tenant rent from partnership properties that are not consolidated by us, based on our ownership percentage in the respective partnerships. Annualized gross rent is calculated based on gross monthly rent as of December 31, 2013. |
(3) | Includes a store located at the Exton Square Mall that the tenant has announced that it intends to close in 2014. |
(4) | Includes a store located at 907 Market Street, part of The Gallery at Market East, that the tenant has announced that it intends to close in the first half of 2014. |
All Tenants | Tenants in Bankruptcy(1) | |||||||||||||||||||||||||||||
For the Year Ending December 31, | Number of Leases Expiring | GLA of Expiring Leases | PREIT’s Share of Gross Rent in Expiring Year(2) | Average Expiring Gross Rent psf | Percent of PREIT’s Total Gross Rent | GLA of Expiring Leases | PREIT’s Share of Gross Rent in Expiring Year(2) | Average Expiring Gross Rent psf | Percent of PREIT’s Share of Gross Rent in Expiring Year | |||||||||||||||||||||
2013 and Prior(3) | 193 | 526,077 | $ | 17,171 | $ | 32.64 | 5.0 | % | 2,429 | $ | 104 | $ | 42.82 | 47.5 | % | |||||||||||||||
2014 | 487 | 1,438,726 | 43,400 | 30.17 | 12.6 | % | — | — | — | — | % | |||||||||||||||||||
2015 | 402 | 1,576,589 | 46,029 | 29.20 | 13.3 | % | — | — | — | — | % | |||||||||||||||||||
2016 | 392 | 1,563,326 | 48,609 | 31.09 | 14.1 | % | — | — | — | — | % | |||||||||||||||||||
2017 | 304 | 1,054,051 | 33,527 | 31.81 | 9.7 | % | 2,316 | 47 | 20.29 | 21.5 | % | |||||||||||||||||||
2018 | 261 | 1,233,311 | 36,261 | 29.40 | 10.5 | % | — | — | — | — | % | |||||||||||||||||||
2019 | 165 | 828,922 | 25,675 | 30.97 | 7.4 | % | — | — | — | — | % | |||||||||||||||||||
2020 | 129 | 806,010 | 22,293 | 27.66 | 6.4 | % | — | — | — | — | % | |||||||||||||||||||
2021 | 122 | 521,152 | 17,153 | 32.91 | 5.0 | % | 175 | 68 | 388.57 | 31.0 | % | |||||||||||||||||||
2022 | 130 | 645,852 | 19,210 | 29.74 | 5.5 | % | — | — | — | — | % | |||||||||||||||||||
2023 | 153 | 866,960 | 24,252 | 27.97 | 7.0 | % | — | — | — | — | % | |||||||||||||||||||
Thereafter | 71 | 466,511 | 12,140 | 26.02 | 3.5 | % | — | — | — | — | % | |||||||||||||||||||
Total/Average | 2,809 | 11,527,487 | $ | 345,720 | $ | 29.99 | 100.0 | % | 4,920 | $ | 219 | $ | 44.51 | 100.0 | % |
(1) | As described above under “Item 1A. Risk Factors,” if a tenant files for bankruptcy, the tenant might have the right to reject and terminate its leases, and we cannot be sure that it will affirm its leases and continue to make rental payments in a timely manner. If a lease is rejected by a tenant in bankruptcy, we would have only a general unsecured claim for damages in connection with such balances. |
(2) | In thousands of dollars. Includes our proportionate share of tenant rent from partnership properties that are not consolidated by us, based on our ownership percentage in the respective partnerships. Annualized gross rent is calculated based only on gross monthly rent as of December 31, 2013. |
(3) | Includes all tenant leases that had expired and were on a month to month basis as of December 31, 2013. |
For the Year Ending December 31, | Number of Leases Expiring | GLA of Expiring Leases | PREIT’s Share of Gross Rent in Expiring Year(1)(2) | Average Expiring Gross Rent psf | Percent of PREIT’s Total | |||||||||||
2014 | 4 | (3) | 320,649 | $ | 1,770 | $ | 5.52 | 3.3 | % | |||||||
2015 | 12 | 1,210,881 | 6,137 | 5.07 | 11.6 | % | ||||||||||
2016 | 19 | 1,872,374 | 7,618 | 4.07 | 14.3 | % | ||||||||||
2017 | 10 | 1,400,890 | 4,207 | 3.00 | 7.9 | % | ||||||||||
2018 | 14 | 1,325,258 | 5,973 | 4.51 | 11.2 | % | ||||||||||
2019 | 16 | (4) | 1,774,333 | 6,035 | 3.40 | 11.4 | % | |||||||||
2020 | 4 | 450,227 | 1,267 | 2.81 | 2.4 | % | ||||||||||
2021 | 4 | 481,791 | 4,182 | 8.68 | 7.9 | % | ||||||||||
2022 | 4 | 521,173 | 2,645 | 5.08 | 5.0 | % | ||||||||||
Thereafter | 10 | 1,034,771 | 13,293 | 12.85 | 25.0 | % | ||||||||||
Total/Average | 97 | 10,392,347 | $ | 53,127 | $ | 5.11 | 100.0 | % |
(1) | In thousands of dollars. Includes our proportionate share of tenant rent from partnership properties that are not consolidated by us, based on our ownership percentage in the respective partnerships. Annualized gross rent is calculated based only on gross monthly rent as of December 31, 2013. |
(2) | None of the amounts shown in this column are associated with tenants that have filed for bankruptcy protection. |
(3) | Includes a store located at 907 Market Street, part of The Gallery at Market East, that the tenant has announced that it intends to close in the first half of 2014. |
(4) | Includes a store located at the Exton Square Mall that the tenant has announced that it intends to close in 2014. |
ITEM 5. | MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES. |
High | Low | Dividend Paid | |||||||||
Quarter ended March 31, 2013 | $ | 19.86 | $ | 17.77 | $ | 0.18 | |||||
Quarter ended June 30, 2013 | $ | 22.54 | $ | 14.20 | 0.18 | ||||||
Quarter ended September 30, 2013 | $ | 22.19 | $ | 17.71 | 0.18 | ||||||
Quarter ended December 31, 2013 | $ | 19.58 | $ | 16.61 | 0.20 | ||||||
$ | 0.74 |
High | Low | Dividend Paid | |||||||||
Quarter ended March 31, 2012 | $ | 15.74 | $ | 10.49 | $ | 0.15 | |||||
Quarter ended June 30, 2012 | $ | 15.69 | $ | 11.81 | 0.16 | ||||||
Quarter ended September 30, 2012 | $ | 17.44 | $ | 13.86 | 0.16 | ||||||
Quarter ended December 31, 2012 | $ | 17.90 | $ | 15.42 | 0.16 | ||||||
$ | 0.63 |
For the Year Ended December 31, | |||||||||||||||||||
(in thousands, except per share amounts) | 2013 | 2012 | 2011 | 2010 | 2009 | ||||||||||||||
Operating Results: | |||||||||||||||||||
Total revenue | $ | 438,678 | $ | 419,347 | $ | 419,138 | $ | 418,163 | $ | 411,877 | |||||||||
Impairment of assets | $ | (6,304 | ) | $ | — | $ | (24,359 | ) | $ | — | $ | — | |||||||
Gains on sales of real estate – continuing operations | $ | — | $ | — | $ | 1,590 | $ | — | $ | 4,311 | |||||||||
Loss from continuing operations | $ | (20,449 | ) | $ | (44,319 | ) | $ | (67,876 | ) | $ | (75,529 | ) | $ | (41,443 | ) | ||||
Gains on sales of discontinued operations | $ | 78,512 | $ | 947 | $ | — | $ | 19,094 | $ | 9,503 | |||||||||
Net income (loss) | $ | 37,213 | $ | (42,550 | ) | $ | (93,935 | ) | $ | (54,363 | ) | $ | (90,091 | ) | |||||
Dividends on preferred shares | $ | (15,848 | ) | $ | (7,984 | ) | $ | — | $ | — | $ | — | |||||||
Net income (loss) attributable to PREIT common shareholders | $ | 20,011 | $ | (48,821 | ) | $ | (90,161 | ) | $ | (51,927 | ) | $ | (85,738 | ) | |||||
Loss from continuing operations per share – basic and diluted | $ | (0.56 | ) | $ | (0.92 | ) | $ | (1.20 | ) | $ | (1.44 | ) | $ | (0.99 | ) | ||||
Net income (loss) per share – basic and diluted | $ | 0.31 | $ | (0.89 | ) | $ | (1.66 | ) | $ | (1.04 | ) | $ | (2.11 | ) | |||||
Impairment of assets of discontinued operations | $ | (23,662 | ) | $ | (3,805 | ) | $ | (27,977 | ) | $ | — | $ | (62,700 | ) | |||||
Weighted Average Common Shares Outstanding-basic and diluted | 63,662 | 55,122 | 54,639 | 50,642 | 40,953 |
As of December 31, | |||||||||||||||||||
(in thousands) | 2013 | 2012 | 2011 | 2010 | 2009 | ||||||||||||||
Balance sheet data: | |||||||||||||||||||
Investments in real estate, at cost | $ | 3,527,868 | $ | 3,477,540 | $ | 3,576,997 | $ | 3,587,468 | $ | 3,684,313 | |||||||||
Intangible assets, net | $ | 9,075 | $ | 8,673 | $ | 9,921 | $ | 15,787 | $ | 38,978 | |||||||||
Total assets | $ | 2,718,581 | $ | 2,877,624 | $ | 2,910,254 | $ | 3,080,117 | $ | 3,346,580 | |||||||||
Total debt, including debt premium and discount | $ | 1,632,650 | $ | 1,900,052 | $ | 2,162,432 | $ | 2,225,539 | $ | 2,565,357 | |||||||||
Noncontrolling interest | $ | 34,194 | $ | 38,588 | $ | 43,711 | $ | 50,257 | $ | 56,151 | |||||||||
Total equity – PREIT | $ | 926,452 | $ | 713,229 | $ | 544,327 | $ | 654,273 | $ | 578,653 | |||||||||
For the Year Ended December 31, | |||||||||||||||||||
(in thousands, except per share amounts) | 2013 | 2012 | 2011 | 2010 | 2009 | ||||||||||||||
Cash flow data: | |||||||||||||||||||
Cash provided by operating activities | $ | 136,219 | $ | 120,324 | $ | 105,262 | $ | 116,791 | $ | 136,148 | |||||||||
Cash provided by (used in) investing activities | $ | 30,741 | $ | (88,178 | ) | $ | (21,772 | ) | $ | 81,029 | $ | (103,405 | ) | ||||||
Cash (used in) provided by financing activities | $ | (166,720 | ) | $ | (19,954 | ) | $ | (104,019 | ) | $ | (229,736 | ) | $ | 31,714 | |||||
Cash distributions per share – common | $ | 0.74 | $ | 0.63 | $ | 0.60 | $ | 0.60 | $ | 0.74 |
ITEM 7. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. |
• | Except for two properties that we co-manage with our partner, all of the other entities are managed on a day-to-day basis by one of our other partners as the managing general partner in each of the respective partnerships. In the case of the co-managed properties, all decisions in the ordinary course of business are made jointly. |
• | The managing general partner is responsible for establishing the operating and capital decisions of the partnership, including budgets, in the ordinary course of business. |
• | All major decisions of each partnership, such as the sale, refinancing, expansion or rehabilitation of the property, require the approval of all partners. |
• | Voting rights and the sharing of profits and losses are generally in proportion to the ownership percentages of each partner. |
• | gains on sales of discontinued operations of $78.5 million in 2013 resulting from our sales of Christiana Center, Paxton Towne Centre, Commons at Magnolia and Orlando Fashion Square; |
• | a decrease in interest expense of $26.0 million (excluding the effects of loss on hedge ineffectiveness and accelerated amortization of deferred financing costs) resulting from lower overall debt balances and lower average interest rates; |
• | a decrease of $7.1 million in provision for employee separation expense; |
• | an increase of $6.9 million in Same Store NOI (presented using the “proportionate consolidation method;” See “—Net Operating Income”); and |
• | an increase of $3.3 million in net operating income from 907 Market Street, which was acquired in April 2013; partially offset by |
• | impairment of assets in 2013 of $23.7 million related to Chambersburg Mall and $6.3 million related to North Hanover Mall; |
• | an increase of $13.0 million in depreciation and amortization expense; |
• | an increase of $3.4 million in interest expense primarily due to net loss on hedge ineffectiveness that was recorded in interest expense; and |
• | accelerated amortization of deferred financing fees of $1.1 million related to the repayment of the 2010 Term Loan and two other mortgage loans. |
• | impairment charges of $3.8 million in 2012 related to Phillipsburg Mall in Phillipsburg, New Jersey, and impairment charges of $52.3 million in 2011, including $24.1 million related to North Hanover Mall in Hanover, Pennsylvania and $28.0 million related to Phillipsburg Mall; |
• | $9.4 million in employee separation expense in 2012 in connection with terminations or contract modifications of executive officers and others; |
• | a decrease of $6.9 million in interest expense (excluding the effects of loss on hedge ineffectiveness and accelerated amortization of deferred financing costs) resulting from lower overall debt balances (from repayments following issuances of preferred shares) and lower weighted average interest rates; |
• | an increase of $3.0 million in net operating income (presented using the “proportionate-consolidation method;” see “—Net Operating Income”); |
• | gains on sales of real estate of $1.6 million in 2011 resulting from parcel sales at New River Valley Mall in Christiansburg, Virginia and Pitney Road Plaza in Lancaster, Pennsylvania and the sale of a condominium interest in the mall at Voorhees Town Center in Voorhees, New Jersey; |
• | a $1.5 million bankruptcy settlement received in September 2011 in connection with the Valley View Downs project; |
• | a loss on hedge ineffectiveness of $1.2 million in 2012; and |
• | accelerated amortization of $0.7 million of financing costs recorded in 2012 in connection with the permanent repayment of a portion of the amounts outstanding under the 2010 Credit Facility using the proceeds from our Series B preferred share issuance in October 2012. |
Occupancy(1) as of December 31, | ||||||||||||||||||||||||||
Consolidated Properties | Unconsolidated Properties | Combined (2) | ||||||||||||||||||||||||
2013 | 2012 | 2011 | 2013 | 2012 | 2011 | 2013 | 2012 | 2011 | ||||||||||||||||||
Retail portfolio weighted average: | ||||||||||||||||||||||||||
Total excluding anchors | 93.2 | % | 91.6 | % | 90.3 | % | 94.7 | % | 93.9 | % | 94.6 | % | 93.5 | % | 92.0 | % | 91.0 | % | ||||||||
Total including anchors | 94.8 | % | 94.2 | % | 93.1 | % | 96.2 | % | 95.6 | % | 94.1 | % | 95.0 | % | 94.4 | % | 93.2 | % | ||||||||
Enclosed malls weighted average: | ||||||||||||||||||||||||||
Total excluding anchors | 93.2 | % | 91.6 | % | 90.3 | % | 97.3 | % | 96.3 | % | 95.5 | % | 93.5 | % | 92.0 | % | 90.6 | % | ||||||||
Total including anchors | 94.8 | % | 94.2 | % | 93.1 | % | 98.1 | % | 97.5 | % | 96.5 | % | 95.0 | % | 94.4 | % | 93.2 | % | ||||||||
Power and Strip Center weighted average: | N/A | N/A | N/A | 95.0 | % | 94.5 | % | 92.8 | % | 95.0 | % | 94.5 | % | 92.8 | % |
(1) | Occupancy for all periods presented includes all tenants irrespective of the term of their agreement. |
(2) | Combined occupancy is calculated by using occupied gross leasable area (“GLA”) for consolidated and unconsolidated properties and dividing by total GLA for consolidated and unconsolidated properties. |
Gross Leasable Area (“GLA”) | Average Gross Rent psf | Increase (decrease) in Gross Rent psf | Annualized Tenant Improvements | |||||||||||||||||||||
Number | Previous | New (1) | Dollar | % | psf(2) | |||||||||||||||||||
New Leases: (3) | ||||||||||||||||||||||||
1st Quarter | 33 | 95,895 | N/A | $ | 39.60 | $ | 39.60 | N/A | $ | 7.82 | ||||||||||||||
2nd Quarter (4) | 53 | 144,481 | N/A | 39.73 | 39.73 | N/A | 7.36 | |||||||||||||||||
3rd Quarter (5) | 60 | 234,946 | N/A | 26.74 | 26.74 | N/A | 6.31 | |||||||||||||||||
4th Quarter (6) | 31 | 141,916 | N/A | 25.03 | 25.03 | N/A | 4.47 | |||||||||||||||||
Total/Average | 177 | 617,238 | N/A | $ | 31.39 | $ | 31.39 | N/A | $ | 6.37 | ||||||||||||||
Renewal - non anchor tenants 10,000 square feet and under: (7) | ||||||||||||||||||||||||
1st Quarter | 73 | 216,780 | $ | 35.21 | $ | 36.93 | $ | 1.72 | 4.9 | % | $ | 0.04 | ||||||||||||
2nd Quarter | 107 | 249,256 | 34.98 | 36.81 | 1.83 | 5.2 | % | — | ||||||||||||||||
3rd Quarter | 63 | 184,923 | 34.06 | 36.28 | 2.22 | 6.5 | % | — | ||||||||||||||||
4th Quarter | 89 | 224,112 | 35.73 | 36.03 | 0.30 | 0.8 | % | 0.15 | ||||||||||||||||
Total/Average | 332 | 875,071 | $ | 35.03 | $ | 36.53 | $ | 1.50 | 4.3 | % | $ | 0.05 | ||||||||||||
Renewal - non anchor tenants greater than 10,000 square feet: (7) | ||||||||||||||||||||||||
1st Quarter | 1 | 11,521 | $ | 7.49 | $ | 7.23 | $ | (0.26 | ) | (3.5 | )% | $ | — | |||||||||||
2nd Quarter | 1 | 20,308 | 7.60 | 15.43 | 7.83 | 103.0 | % | — | ||||||||||||||||
3rd Quarter | 3 | 47,600 | 16.32 | 13.25 | (3.07 | ) | (18.8 | )% | — | |||||||||||||||
4th Quarter | 6 | 99,714 | 31.71 | 22.50 | (9.21 | ) | (29.0 | )% | 2.00 | |||||||||||||||
Total/Average | 11 | 179,143 | $ | 23.33 | $ | 18.26 | $ | (5.07 | ) | (21.7 | )% | $ | 1.11 | |||||||||||
Anchor Renewal: | ||||||||||||||||||||||||
1st Quarter | 1 | 83,835 | $ | 8.58 | $ | 9.10 | $ | 0.52 | 6.1 | % | $ | — | ||||||||||||
2nd Quarter | 4 | 374,700 | 3.59 | 3.24 | (0.35 | ) | (9.7 | )% | — | |||||||||||||||
3rd Quarter | 8 | 666,739 | 4.64 | 4.84 | 0.20 | 4.3 | % | 0.10 | ||||||||||||||||
4th Quarter | 3 | 305,613 | 3.09 | 3.32 | 0.23 | 7.4 | % | — | ||||||||||||||||
Total/Average | 16 | 1,430,887 | $ | 4.26 | $ | 4.35 | $ | 0.09 | 2.1 | % | $ | 0.05 |
(1) | New rent is the initial amount payable upon rent commencement. |
(2) | These leasing costs are presented as annualized costs per square foot and are spread uniformly over the initial lease term. |
(3) | This category includes newly constructed and recommissioned space. |
(4) | Excluding tenants greater than 10,000 square feet, average gross rent per square foot for new leases was $51.11. |
(5) | Excluding tenants greater than 10,000 square feet, average gross rent per square foot for new leases was $30.91. |
(6) | Excluding tenants greater than 10,000 square feet, average gross rent per square foot for new leases was $34.31. |
(7) | This category includes expansions, relocations and lease extensions. |
(in thousands of dollars) | For the Year Ended December 31, 2013 | % Change 2012 to 2013 | For the Year Ended December 31, 2012 | % Change 2011 to 2012 | For the Year Ended December 31, 2011 | ||||||||||||
Results of operations: | |||||||||||||||||
Real estate revenue | $ | 431,728 | 4 | % | $ | 413,813 | — | % | $ | 412,426 | |||||||
Other income | 6,950 | 26 | % | 5,534 | (18 | )% | 6,712 | ||||||||||
Operating expenses | (182,279 | ) | 5 | % | (173,130 | ) | (2 | )% | (175,839 | ) | |||||||
General and administrative expenses | (36,975 | ) | (1 | )% | (37,538 | ) | (4 | )% | (38,901 | ) | |||||||
Provision for employee separation expense | (2,314 | ) | (75 | )% | (9,437 | ) | N/A | — | |||||||||
Impairment of assets | (6,304 | ) | N/A | — | (100 | )% | (24,359 | ) | |||||||||
Project costs and other expenses | (1,422 | ) | (27 | )% | (1,936 | ) | 101 | % | (964 | ) | |||||||
Interest expense, net | (98,731 | ) | (19 | )% | (122,118 | ) | (4 | )% | (127,148 | ) | |||||||
Depreciation and amortization | (140,880 | ) | 10 | % | (127,845 | ) | — | % | (128,028 | ) | |||||||
Equity in income of partnerships | 9,778 | 17 | % | 8,338 | 26 | % | 6,635 | ||||||||||
Gains on sales of real estate | — | N/A | — | (100 | )% | 1,590 | |||||||||||
Loss from continuing operations | (20,449 | ) | (54 | )% | (44,319 | ) | (35 | )% | (67,876 | ) | |||||||
Operating results from discontinued operations | 2,812 | (39 | )% | 4,627 | 141 | % | 1,918 | ||||||||||
Impairment of assets of discontinued operations | (23,662 | ) | 522 | % | (3,805 | ) | (86 | )% | (27,977 | ) | |||||||
Gains on sales of discontinued operations | 78,512 | NM | (1) | 947 | — | % | — | ||||||||||
Income (loss) from discontinued operations | 57,662 | NM | (1) | 1,769 | (107 | )% | (26,059 | ) | |||||||||
Net income (loss) | $ | 37,213 | 187 | % | $ | (42,550 | ) | (55 | )% | $ | (93,935 | ) |
• | an increase of $11.0 million in base rent, including $4.0 million related to the April 2013 acquisition of 907 Market Street, Philadelphia, Pennsylvania and $1.3 million associated with the July 2012 lease commencement date of the Philadelphia Media Network at The Gallery at Market East. Base rent also increased due to new store openings and lease renewals with higher base rent, with notable increases at Willow Grove Park, Cherry Hill Mall and Plymouth Meeting Mall; and |
• | an increase of $6.9 million in expense reimbursements, following increases in real estate tax and common area maintenance expenses (see “—Operating Expenses”). In addition, utility reimbursements increased by $1.4 million, due primarily to an increase in tenant utility billing rates at Cherry Hill Mall. |
• | an increase of $5.2 million in base rent, including $1.2 million associated with the July 2012 lease commencement date of the Philadelphia Media Network at The Gallery at Market East. Base rent also increased due to new store openings and lease renewals with higher base rent, with notable increases at Cherry Hill Mall, Crossroads Mall, The Mall at Prince Georges and Jacksonville Mall; |
• | an increase of $0.7 million in lease terminations, primarily due to termination payments received from one tenant totaling $0.5 million during 2012; and |
• | an increase of $0.3 million in other revenue, including a $0.3 million increase in promotional income; partially offset by |
• | a decrease of $4.1 million in expense reimbursements, including decreases of $3.2 million in utility reimbursements and $0.9 million in common area maintenance and real estate tax reimbursements. The decrease in utility |
• | a decrease of $0.7 million in percentage rent, primarily due to lease renewals with higher base rents and corresponding higher sales breakpoints for calculating percentage rent. |
• | an increase of $7.4 million in real estate tax expense, including a $6.4 million increase at our four properties located in New Jersey, due to a combination of increases in the real estate tax assessment values and real estate tax rates; and |
• | an increase of $2.4 million in common area maintenance expenses, including increases of $0.7 million related to the April 2013 acquisition of 907 Market Street, $1.0 million in snow removal expense and $0.5 million in insurance expense. Snow removal expense was higher during 2013 due to a mild and dry winter during 2012 across the Mid-Atlantic states where many of our properties are located; partially offset by |
• | a decrease of $0.6 million in ground rent expense, including a $0.4 million decrease at The Gallery at Market East due to the April 2013 acquisition of 907 Market Street. The acquisition of 907 Market Street included the purchase of the land under The Gallery at Market East food court which was leased from the previous owner prior to the acquisition. |
• | a decrease of $2.0 million in non-common area utility expense due in part to a mild 2012 winter with above average temperatures across the Mid-Atlantic states where many of our properties are located and in part to lower electric rates as a result of deregulation and alternate supplier contracts executed during 2012; and |
• | a decrease of $1.2 million in bad debt expense due to favorable collections resulting in lower accounts receivable balances, as well as fewer tenant bankruptcies compared to 2011; partially offset by |
• | an increase of $0.8 million in common area maintenance expenses, including increases of $0.8 million in repairs and maintenance and $1.3 million in housekeeping and security as a result of stipulated contractual increases. These increases were partially offset by a $1.3 million decrease in snow removal expense due to the mild and dry 2012 winter as noted above. |
For the Year Ended December 31, 2013 | For the Year Ended December 31, 2012 | For the Year Ended December 31, 2011 | |||||||||||||||||||||||||||||||||
(in thousands of dollars) | Real Estate Revenue | Operating Expenses | Net Operating Income | Real Estate Revenue | Operating Expenses | Net Operating Income | Real Estate Revenue | Operating Expenses | Net Operating Income | ||||||||||||||||||||||||||
Same Store | $ | 465,473 | $ | (191,141 | ) | $ | 274,332 | $ | 450,280 | $ | (182,851 | ) | $ | 267,429 | $ | 448,340 | $ | (185,567 | ) | $ | 262,773 | ||||||||||||||
Non Same Store | 16,464 | (7,386 | ) | 9,078 | 35,031 | (17,077 | ) | 17,954 | 37,170 | (17,549 | ) | 19,621 | |||||||||||||||||||||||
Total | $ | 481,937 | $ | (198,527 | ) | $ | 283,410 | $ | 485,311 | $ | (199,928 | ) | $ | 285,383 | $ | 485,510 | $ | (203,116 | ) | $ | 282,394 |
% Change 2012 to 2013 | % Change 2011 to 2012 | ||||||||||
Same Store | Total | Same Store | Total | ||||||||
Real estate revenue | 3.4 | % | (0.7 | )% | 0.4 | % | — | % | |||
Operating expenses | 4.5 | % | (0.7 | )% | (1.5 | )% | (1.6 | )% | |||
NOI | 2.6 | % | (0.7 | )% | 1.8 | % | 1.1 | % |
• | an increase of $10.1 million primarily due to a higher asset base resulting from capital improvements related to new tenants at our properties; and |
• | an increase of $3.3 million associated with the April 2013 acquisition of 907 Market Street; |
• | a decrease of $0.3 million because certain lease intangibles at two properties purchased during 2005 became fully amortized during 2012. |
• | a decrease of $2.0 million because certain lease intangibles at three properties purchased during 2004 and 2005 became fully amortized during 2011 and 2012; partially offset by |
• | an increase of $1.8 million primarily due to a higher asset base resulting from capital improvements related to new tenants at our properties. |
• | a $0.7 million gain from the sale of a parcel and related land improvements at Pitney Road Plaza in Lancaster, Pennsylvania; and |
• | a $0.7 million gain from the sale of a condominium interest in Voorhees Town Center in Voorhees, New Jersey. |
For the Year Ended December 31, | |||||||||||
(in thousands of dollars) | 2013 | 2012 | 2011 | ||||||||
Operating results of: | |||||||||||
Orlando Fashion Square | $ | 330 | $ | 627 | $ | (1,298 | ) | ||||
Phillipsburg Mall | (66 | ) | (116 | ) | 891 | ||||||
Chambersburg Mall | 536 | 908 | 820 | ||||||||
Paxton Towne Centre | (101 | ) | 1,132 | (579 | ) | ||||||
Christiana Center | 1,633 | 1,557 | 1,602 | ||||||||
Commons at Magnolia | 480 | 519 | 482 | ||||||||
Operating results from discontinued operations | 2,812 | 4,627 | 1,918 | ||||||||
Impairment of assets of discontinued operations | (23,662 | ) | (3,805 | ) | (27,977 | ) | |||||
Gains on sales of discontinued operations | 78,512 | 947 | — | ||||||||
Income (loss) from discontinued operations | $ | 57,662 | $ | 1,769 | $ | (26,059 | ) |
• | a $40.8 million gain on sale of Christiana Center; |
• | a $32.7 million gain on sale of Paxton Towne Centre; |
• | a $4.3 million gain on sale of Commons at Magnolia; and |
• | a $0.7 million gain on sale of Orlando Fashion Square. |
For the Year Ended December 31, | |||||||||||||||||
(in thousands of dollars, except per share amounts) | 2013 | % Change 2012 to 2013 | 2012 | % Change 2011 to 2012 | 2011 | ||||||||||||
Funds from operations(1) | $ | 121,101 | 26.7 | % | $ | 95,617 | (9.4 | )% | $ | 105,585 | |||||||
Provision for employee separation expense | 2,314 | 9,437 | — | ||||||||||||||
Loss on hedge ineffectiveness | 3,409 | 1,162 | — | ||||||||||||||
Accelerated amortization of deferred financing costs(2) | 1,076 | 690 | — | ||||||||||||||
Funds from operations, as adjusted(1) | $ | 127,900 | 19.6 | % | $ | 106,906 | 1.3 | % | $ | 105,585 | |||||||
Funds from operations per diluted share and OP Unit(1) | $ | 1.81 | 11.0 | % | $ | 1.63 | (11.4 | )% | $ | 1.84 | |||||||
Funds from operations per diluted share and OP Unit, as adjusted(1) | $ | 1.92 | 4.9 | % | $ | 1.83 | (0.5 | )% | $ | 1.84 | |||||||
Weighted average number of shares outstanding | 63,662 | 55,122 | 54,639 | ||||||||||||||
Weighted average effect of full conversion of OP Units | 2,194 | 2,310 | 2,329 | ||||||||||||||
Effect of common share equivalents | 876 | 1,131 | 502 | ||||||||||||||
Total weighted average shares outstanding, including OP Units | 66,732 | 58,563 | 57,470 |
(1) | In accordance with NAREIT guidance regarding the definition of FFO, impairment losses of depreciable real estate are excluded from FFO. FFO, Funds From Operations, as adjusted, FFO per diluted share and OP Unit and Funds From Operations per diluted share and OP Unit, as adjusted, for all periods presented reflect this NAREIT guidance. |
(2) | In 2013, accelerated amortization of deferred financing costs includes $0.9 million from 2010 Term Loan repayments and $0.2 million from mortgage loan repayments. In 2012, accelerated amortization of deferred financing costs includes $0.7 million from a 2010 Term Loan repayment. |
• | a decrease of $28.6 million in interest expense (including our proportionate share of interest expense of our partnership properties and excluding the effects of loss on hedge ineffectiveness and accelerated amortization of deferred financing costs) resulting from lower overall debt balances and lower average interest rates; |
• | an increase of $6.9 million in Same Store NOI (presented using the “proportionate-consolidation” method; See “—Net Operating Income”); |
• | a decrease of $7.1 million in provision for employee separation expense; |
• | an increase of $3.3 million in NOI from 907 Market Street, which was acquired in April 2013; and |
• | a decrease of $0.6 million in general and administrative expense; partially offset by |
• | a decrease of $12.0 million in NOI related to properties in discontinued operations; |
• | an increase of $7.9 million in preferred share dividends resulting from the Series A Preferred Shares issued in April 2012 and the Series B Preferred Shares issued on October 2012; |
• | an increase of $3.4 million in interest expense due to net loss on hedge ineffectiveness that was recorded in interest expense; and |
• | an increase of $1.1 million of accelerated deferred financing costs primarily related to the permanent repayment of the 2010 Term Loan in 2013. |
• | provision for employee separation expense of $9.4 million recorded in 2012; |
• | preferred dividends of $8.0 million related to the Series A Preferred Shares issued in April 2012 and the Series B Preferred Shares issued in October 2012; |
• | a $1.5 million bankruptcy settlement received in 2011 in connection with our investment in the Valley View Downs project; |
• | a $1.2 million loss on hedge ineffectiveness in 2012; |
• | accelerated amortization of $0.7 million of financing costs recorded in 2012 in connection with the repayment of a portion of the 2010 Credit Facility; and |
• | gains on sales of non-operating real estate of $0.9 million in 2011; partially offset by |
• | a decrease in interest expense of $7.9 million (including our proportionate share of interest expense of our partnership properties and excluding the effects of loss on hedge ineffectiveness and accelerated amortization of deferred financing costs) in 2012 compared to 2011 resulting from lower overall debt balances and lower average interest rates; and |
• | an increase of $3.0 million in NOI (presented using the “proportionate-consolidation” method; See “—Net Operating Income”). |
For the Year Ended December 31, 2013 | |||||||||||||||
Continuing Operations | |||||||||||||||
(in thousands of dollars) | Consolidated | Share of Unconsolidated Partnerships | Discontinued Operations | Total | |||||||||||
Real estate revenue | $ | 431,728 | $ | 40,195 | $ | 10,014 | $ | 481,937 | |||||||
Operating expenses | (182,279 | ) | (11,960 | ) | (4,288 | ) | (198,527 | ) | |||||||
Net operating income | 249,449 | 28,235 | 5,726 | 283,410 | |||||||||||
General and administrative expenses | (36,975 | ) | — | — | (36,975 | ) | |||||||||
Provision for employee separation expense | (2,314 | ) | — | — | (2,314 | ) | |||||||||
Other income | 6,950 | — | — | 6,950 | |||||||||||
Project costs and other expenses | (1,422 | ) | — | — | (1,422 | ) | |||||||||
Interest expense, net | (98,731 | ) | (11,084 | ) | (1,753 | ) | (111,568 | ) | |||||||
Depreciation of non real estate assets | (1,132 | ) | — | — | (1,132 | ) | |||||||||
Preferred share dividends | (15,848 | ) | — | — | (15,848 | ) | |||||||||
Funds from operations | 99,977 | 17,151 | 3,973 | 121,101 | |||||||||||
Depreciation of real estate assets | (139,748 | ) | (7,373 | ) | (1,161 | ) | (148,282 | ) | |||||||
Impairment of assets | (6,304 | ) | — | — | (6,304 | ) | |||||||||
Equity in income of partnerships | 9,778 | (9,778 | ) | — | — | ||||||||||
Operating results from discontinued operations | 2,812 | — | (2,812 | ) | — | ||||||||||
Impairment of assets of discontinued operations | (23,662 | ) | — | — | (23,662 | ) | |||||||||
Gain on sales of discontinued operations | 78,512 | — | — | 78,512 | |||||||||||
Preferred share dividends | 15,848 | — | — | 15,848 | |||||||||||
Net income | $ | 37,213 | $ | — | $ | — | $ | 37,213 |
For the Year Ended December 31, 2012 | |||||||||||||||
Continuing Operations | |||||||||||||||
(in thousands of dollars) | Consolidated | Share of Unconsolidated Partnerships | Discontinued Operations | Total | |||||||||||
Real estate revenue | $ | 413,813 | $ | 38,452 | $ | 33,046 | $ | 485,311 | |||||||
Operating expenses | (173,130 | ) | (11,458 | ) | (15,340 | ) | (199,928 | ) | |||||||
Net operating income | 240,683 | 26,994 | 17,706 | 285,383 | |||||||||||
General and administrative expenses | (37,538 | ) | — | — | (37,538 | ) | |||||||||
Provision for employee separation expense | (9,437 | ) | — | — | (9,437 | ) | |||||||||
Other income | 5,534 | — | — | 5,534 | |||||||||||
Project costs and other expenses | (1,936 | ) | (2 | ) | — | (1,938 | ) | ||||||||
Interest expense, net | (122,118 | ) | (11,258 | ) | (4,202 | ) | (137,578 | ) | |||||||
Depreciation on non real estate assets | (825 | ) | — | — | (825 | ) | |||||||||
Preferred share dividends | (7,984 | ) | — | — | (7,984 | ) | |||||||||
Funds from operations | 66,379 | 15,734 | 13,504 | 95,617 | |||||||||||
Depreciation of real estate assets | (127,020 | ) | (7,396 | ) | (8,877 | ) | (143,293 | ) | |||||||
Equity in income of partnerships | 8,338 | (8,338 | ) | — | — | ||||||||||
Operating results from discontinued operations | 4,627 | — | (4,627 | ) | — | ||||||||||
Impairment of assets of discontinued operations | (3,805 | ) | — | — | (3,805 | ) | |||||||||
Gain on sale of discontinued operations | 947 | — | — | 947 | |||||||||||
Preferred share dividends | 7,984 | — | — | 7,984 | |||||||||||
Net loss | $ | (42,550 | ) | $ | — | $ | — | $ | (42,550 | ) |
For the Year Ended December 31, 2011 | |||||||||||||||
Continuing Operations | |||||||||||||||
(in thousands of dollars) | Consolidated | Share of Unconsolidated Partnerships | Discontinued Operations | Total | |||||||||||
Real estate revenue | $ | 412,426 | $ | 37,814 | $ | 35,270 | $ | 485,510 | |||||||
Operating expenses | (175,839 | ) | (11,435 | ) | (15,842 | ) | (203,116 | ) | |||||||
Net operating income | 236,587 | 26,379 | 19,428 | 282,394 | |||||||||||
General and administrative expenses | (38,901 | ) | — | — | (38,901 | ) | |||||||||
Other income | 6,712 | — | — | 6,712 | |||||||||||
Project costs other expenses | (964 | ) | — | — | (964 | ) | |||||||||
Interest expense, net | (127,148 | ) | (11,341 | ) | (5,108 | ) | (143,597 | ) | |||||||
Gain on non operating real estate | 850 | — | — | 850 | |||||||||||
Depreciation of non real estate assets | (909 | ) | — | — | (909 | ) | |||||||||
Funds from operations | 76,227 | 15,038 | 14,320 | 105,585 | |||||||||||
Depreciation of real estate assets | (127,119 | ) | (8,403 | ) | (12,402 | ) | (147,924 | ) | |||||||
Impairment of assets | (24,359 | ) | — | — | (24,359 | ) | |||||||||
Equity in income of partnerships | 6,635 | (6,635 | ) | — | — | ||||||||||
Gains on sales of real estate | 740 | — | — | 740 | |||||||||||
Operating results from discontinued operations | 1,918 | — | (1,918 | ) | — | ||||||||||
Impairment of assets of discontinued operations | (27,977 | ) | — | — | (27,977 | ) | |||||||||
Net loss | $ | (93,935 | ) | $ | — | $ | — | $ | (93,935 | ) |
• | adverse changes or prolonged downturns in general, local or retail industry economic, financial, credit or capital market or competitive conditions, leading to a reduction in real estate revenue or cash flows or an increase in expenses; |
• | deterioration in our tenants’ business operations and financial stability, including anchor or non anchor tenant bankruptcies, leasing delays or terminations, or lower sales, causing deferrals or declines in rent, percentage rent and cash flows; |
• | inability to achieve targets for, or decreases in, property occupancy and rental rates, resulting in lower or delayed real estate revenue and operating income; |
• | increases in operating costs, including increases that cannot be passed on to tenants, resulting in reduced operating income and cash flows; and |
• | increases in interest rates, resulting in higher borrowing costs. |
Level | Ratio of Total Liabilities to Gross Asset Value | Applicable Margin | |
1 | Less than 0.450 to 1.00 | 1.50 | % |
2 | Equal to or greater than 0.450 to 1.00 but less than 0.500 to 1.00 | 1.70 | % |
3 | Equal to or greater than 0.500 to 1.00 but less than 0.550 to 1.00 | 1.85 | % |
4 | Equal to or greater than 0.550 to 1.00 | 2.05 | % |
Level | Ratio of Total Liabilities to Gross Asset Value | 5 Year Term Loan Applicable Margin | 7 Year Term Loan Applicable Margin |
1 | Less than 0.450 to 1.00 | 1.35% | 1.80% |
2 | Equal to or greater than 0.450 to 1.00 but less than 0.500 to 1.00 | 1.45% | 1.95% |
3 | Equal to or greater than 0.500 to 1.00 but less than 0.550 to 1.00 | 1.60% | 2.15% |
4 | Equal to or greater than 0.550 to 1.00 | 1.90% | 2.35% |
(in millions of dollars) | 5 Year Term Loan | 7 Year Term Loan | ||||
Total facility | $ | 150.0 | $ | 100.0 | ||
Initial borrowing | $ | 100.0 | $ | 30.0 | ||
Initial interest rate | 1.61 | % | 2.11 | % | ||
Maturity date | January 2019 | January 2021 |
Financing Date | Property | Amount Financed or Extended (in millions of dollars) | Stated Interest Rate | Maturity | |||
2013 Activity: | |||||||
February | Francis Scott Key Mall(1)(2) | $62.6 | LIBOR plus 2.60% | March 2018 | |||
February | Lycoming Mall(3) | 35.5 | LIBOR plus 2.75% | March 2018 | |||
February | Viewmont Mall(1) | 48.0 | LIBOR plus 2.60% | March 2018 | |||
March | Dartmouth Mall | 67.0 | 3.97% fixed | April 2018 | |||
September | Logan Valley Mall(4) | 51.0 | LIBOR plus 2.10% | September 2014 | |||
December | Wyoming Valley Mall(5) | 78.0 | 5.17% fixed | December 2023 | |||
2012 Activity: | |||||||
January | New River Valley Mall(6) | 28.1 | LIBOR plus 3.00% | January 2019 | |||
February | Capital City Mall | 65.8 | 5.30% fixed | March 2022 | |||
July | Christiana Center(7) | 50.0 | 4.64% fixed | August 2022 | |||
August | Cumberland Mall | 52.0 | 4.40% fixed | August 2022 | |||
August | Cherry Hill Mall(8) | 300.0 | 3.90% fixed | September 2022 |
(1) | Interest only payments. |
(2) | The mortgage loan may be increased by $7.9 million subject to certain prescribed conditions. |
(3) | The initial amount of the mortgage loan was $28.0 million. We took additional draws of $5.0 million in October 2009 and $2.5 million in March 2010. The mortgage loan was amended in February 2013 to lower the interest rate to LIBOR plus 2.75% and to extend the maturity date to March 2018. In February 2013, the unamortized balance of the mortgage loan was $33.4 million before we borrowed an additional $2.1 million to bring the total amount financed to $35.5 million. |
(4) | The initial amount of the mortgage loan was $68.0 million. We repaid $5.0 million in September 2011 and $12.0 million in September 2013. We exercised our right under the loan in September 2013 to extend the maturity date to September 2014. |
(5) | Interest only payments until March 2015. Principal and interest payments commencing in April 2015. |
(6) | Extension option modified the mortgage rate and payment terms. Interest only payments for the first five years. Principal and interest commence January 2017 based on a 25 year amortization schedule, with a balloon payment due in January 2019. |
(7) | The property was sold in September 2013 and the buyer assumed the remaining $49.2 million mortgage loan. |
(8) | Interest only payments for the first two years. Principal and interest payments commencing on October 1, 2014, with a balloon payment due in September 2022. |
Payments by Period | |||||||||||||||||||||||
(in thousands of dollars) | Total | 2014 | 2015 | 2016 | 2017-2018 | Thereafter | |||||||||||||||||
Principal payments | $ | 124,929 | $ | 17,457 | $ | 22,198 | $ | 13,321 | $ | 24,476 | $ | 47,477 | |||||||||||
Balloon payments (1) | 1,377,721 | 51,000 | 270,799 | 243,745 | 291,532 | 520,645 | |||||||||||||||||
Total | $ | 1,502,650 | $ | 68,457 | $ | 292,997 | $ | 257,066 | $ | 316,008 | $ | 568,122 |
(in thousands of dollars) | Total | 2014 | 2015 | 2016 | 2017-2018 | Thereafter | |||||||||||||||||
Mortgage loans | $ | 1,502,650 | $ | 68,457 | $ | 292,997 | $ | 257,066 | $ | 316,008 | $ | 568,122 | |||||||||||
2013 Revolving Facility | 130,000 | — | — | 130,000 | — | — | |||||||||||||||||
Interest on indebtedness(1) | 346,463 | 72,241 | 70,702 | 43,865 | 65,610 | 94,045 | |||||||||||||||||
Operating leases | 9,800 | 2,111 | 1,929 | 1,691 | 2,917 | 1,152 | |||||||||||||||||
Ground leases | 41,824 | 558 | 558 | 552 | 1,070 | 39,086 | |||||||||||||||||
Development and redevelopment commitments(2) | 1,713 | 1,713 | — | — | — | — | |||||||||||||||||
Total | $ | 2,032,450 | $ | 145,080 | $ | 366,186 | $ | 433,174 | $ | 385,605 | $ | 702,405 |
Financing Date | Property | Amount Financed or Extended (in millions of dollars) | Stated Interest Rate | Maturity | |||
2012 Activity: | |||||||
July | Pavilion East(1) | $9.4 | LIBOR plus 2.75% | August 2017 |
• | our substantial debt and stated value of preferred shares and our high leverage ratio; |
• | constraining leverage, interest and tangible net worth covenants under our 2013 Revolving Facility and our 2014 Term Loans; |
• | potential losses on impairment of certain long-lived assets, such as real estate, or of intangible assets, such as goodwill, including such losses that we might be required to record in connection with any dispositions of assets; |
• | changes to our corporate management team and any resulting modifications to our business strategies; |
• | our ability to refinance our existing indebtedness when it matures, on favorable terms or at all; |
• | our ability to raise capital, including through the issuance of equity or equity-related securities if market conditions are favorable, through joint ventures or other partnerships, through sales of properties or interests in properties, or through other actions; |
• | our ability to identify and execute on suitable acquisition opportunities and to integrate acquired properties into our portfolio; |
• | our short and long-term liquidity position; |
• | current economic conditions and their effect on employment and consumer confidence and spending, and the corresponding effects on tenant business performance, prospects, solvency and leasing decisions and on our cash flows, and the value and potential impairment of our properties; |
• | changes in the retail industry, including consolidation and store closings, particularly among anchor tenants; |
• | the effects of online shopping and other uses of technology on, and by competitors of, our retail tenants; |
• | general economic, financial and political conditions, including credit and capital market conditions, changes in interest rates or unemployment; |
• | risks relating to development and redevelopment activities; |
• | inability to sell properties that we seek to dispose of or the inability to obtain estimated sale prices; |
• | our ability to maintain and increase property occupancy, sales and rental rates, in light of the relatively high number of leases that have expired or are expiring in the next two years; |
• | acts of violence at malls, including our properties, or at other similar spaces, and the potential effect on traffic and sales; |
• | increases in operating costs that cannot be passed on to tenants; |
• | concentration of our properties in the Mid-Atlantic region; |
• | changes in local market conditions, such as the supply of or demand for retail space, or other competitive factors; and |
• | potential dilution from any capital raising transactions or other equity issuances. |
Fixed Rate Debt | Variable Rate Debt | ||||||||||||||
(in thousands of dollars) For the Year Ending December 31, | Principal Payments | Weighted Average Interest Rate | Principal Payments | Weighted Average Interest Rate | |||||||||||
2014 | $ | 15,867 | 5.33 | % | $ | 52,590 | 2.28 | % | (1) | ||||||
2015 | $ | 291,342 | 5.75 | % | $ | 1,655 | 2.63 | % | (1) | ||||||
2016 | $ | 231,340 | 5.38 | % | $ | 155,726 | (2) | 1.98 | % | (1) | |||||
2017 | $ | 161,400 | 5.36 | % | $ | 1,001 | 2.92 | % | (1) | ||||||
2018 and thereafter | $ | 551,980 | 4.37 | % | $ | 169,749 | 3.10 | % | (1) |
(1) | Based on the weighted average interest rate in effect as of December 31, 2013. |
(2) | Includes 2013 Revolving Facility borrowings of $130.0 million with a weighted average interest rate of 1.87% as of December 31, 2013. |
ITEM 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. |
• | Our disclosure controls and procedures are designed to ensure that the information that we are required to disclose in our reports under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. |
• | Our disclosure controls and procedures are effective to ensure that information that we are required to disclose in our Exchange Act reports is accumulated and communicated to management, including our principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. |
ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS. |
ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND TRUSTEE INDEPENDENCE. |
(1) Financial Statements | ||
Management’s Report on Internal Control Over Financial Reporting | ||
Reports of Independent Registered Public Accounting Firm | ||
Consolidated Balance Sheets as of December 31, 2013 and 2012 | ||
Consolidated Statements of Operations for the years ended December 31, 2013, 2012 and 2011 | ||
Consolidated Statements of Comprehensive Income for the years ended December 31, 2013, 2012 and 2011 | ||
Consolidated Statements of Equity for the years ended December 31, 2013, 2012 and 2011 | ||
Consolidated Statements of Cash Flows for the years ended December 31, 2013, 2012 and 2011 | ||
Notes to Consolidated Financial Statements | ||
(2) Financial Statement Schedules | ||
III – Real Estate and Accumulated Depreciation |
1.1 | Purchase Agreement dated April 13, 2012, by and among PREIT, PREIT Associates, L.P., Wells Fargo Securities, LLC, Citigroup Global Markets Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the several Underwriters listed on Schedule A attached thereto, filed as Exhibit 1.1 to PREIT’s Current Report on Form 8-K filed on April 19, 2012, is incorporated herein by reference. | |
1.2 | Purchase Agreement, dated May 1, 2013, by and among PREIT, PREIT Associates, L.P., and Wells Fargo Securities, LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc. and J.P. Morgan Securities, LLC, as representatives of the several Underwriters listed on Schedule A attached thereto, filed as Exhibit 1.1 to PREIT's Current Report on Form 8-K filed on May 3, 2013, is incorporated herein by reference. | |
2.1 | Agreement of Purchase and Sale of Ownership Interest dated August 13, 2010, by and between PREIT Associates, L.P. and Cedar Shopping Centers Partnership, L.P., filed as Exhibit 2.1 to PREIT’s Quarterly Report on Form 10-Q filed on November 8, 2010, is incorporated herein by reference. | |
3.1 | Amended and Restated Trust Agreement dated December 18, 2008, filed as Exhibit 3.1 to PREIT’s Current Report on Form 8-K filed on December 23, 2008, is incorporated herein by reference. | |
3.2 | By-Laws of PREIT as amended through July 26, 2007, filed as Exhibit 3.2 to PREIT’s Current Report on Form 8-K filed on August 1, 2007, is incorporated herein by reference. | |
3.3 | Designating Amendment to Trust Agreement designating the rights, preferences, privileges, qualifications, limitations and restrictions of PREIT’s 8.25% Series A Cumulative Redeemable Perpetual Preferred Shares, liquidation preference $25.00 per share, par value $0.01 per share, filed as Exhibit 3.2 to PREIT’s Form 8-A filed on April 20, 2012, is incorporated herein by reference. | |
3.4 | Amendment, dated June 7, 2012, to Amended and Restated Trust Agreement of Pennsylvania Real Estate Investment Trust dated December 18, 2008, as amended, filed as Exhibit 3.1 to PREIT’s Current Report on Form 8-K filed on June 12, 2012, is incorporated herein by reference. | |
3.5 | Second Designating Amendment to Trust Agreement designating the rights, preferences, privileges, qualifications, limitations and restrictions of PREIT's 7.375% Series B Cumulative Redeemable Perpetual Preferred Shares, liquidation preference $25.00 per share, par value $0.01 per share, filed as Exhibit 3.1 to PREIT’s Form 8-A filed on October 11, 2012, is incorporated herein by reference. | |
4.1 | First Amended and Restated Agreement of Limited Partnership, dated September 30, 1997, of PREIT Associates, L.P., filed as Exhibit 4.15 to PREIT’s Current Report on Form 8-K dated October 14, 1997, is incorporated herein by reference. | |
4.2 | First Amendment to the First Amended and Restated Agreement of Limited Partnership, dated September 30, 1997, of PREIT Associates, L.P., filed as Exhibit 4.1 to PREIT’s Quarterly Report on Form 10-Q filed on November 13, 1998, is incorporated herein by reference. | |
4.3 | Second Amendment to the First Amended and Restated Agreement of Limited Partnership, dated September 30, 1997, of PREIT Associates, L.P., filed as Exhibit 4.2 to PREIT’s Quarterly Report on Form 10-Q filed on November 13, 1998, is incorporated herein by reference. | |
4.4 | Third Amendment to the First Amended and Restated Agreement of Limited Partnership, dated September 30, 1997, of PREIT Associates, L.P., filed as Exhibit 4.3 to PREIT’s Quarterly Report on Form 10-Q filed on November 13, 1998, is incorporated herein by reference. | |
4.5 | Fourth Amendment to First Amended and Restated Agreement of Limited Partnership of PREIT Associates L.P. dated May 13, 2003, filed as Exhibit 4.1 to PREIT’s Quarterly Report on Form 10-Q filed on November 7, 2003, is incorporated herein by reference. | |
4.6 | Addendum to First Amended and Restated Agreement of Limited Partnership of PREIT Associates, L.P. designating the rights, obligations, duties and preferences of Series A Preferred Units, filed as Exhibit 10.1 to PREIT’s Current Report on Form 8-K filed on April 20, 2012, is incorporated herein by reference. | |
4.7 | Second Addendum to First Amended and Restated Agreement of Limited Partnership of PREIT Associates, L.P. designating the rights, obligations, duties and preferences of the Series B Preferred Units, filed as Exhibit 10.1 to PREIT’s Current Report on Form 8-K filed on October 11, 2012, is incorporated herein by reference. | |
4.8 | Form of share certificate evidencing the 8.25% Series A Cumulative Redeemable Perpetual Preferred Shares, filed as Exhibit 4.1 to PREIT’s Form 8-A filed on April 20, 2012, is incorporated herein by reference. | |
4.9 | Form of share certificate evidencing the 7.375% Series B Cumulative Redeemable Perpetual Preferred Shares, filed as Exhibit 4.1 to PREIT’s Form 8-A filed on October 11, 2012, is incorporated herein by reference. | |
10.1 | Amended, Restated and Consolidated Credit Agreement dated as of March 11, 2010 by and among PREIT Associates, L.P. and PREIT-RUBIN, Inc., PR Gallery I Limited Partnership and Keystone Philadelphia Properties, L.P., PREIT, and the financial institutions party thereto, filed as Exhibit 10.1 to PREIT’s Current Report on Form 8-K/A filed on March 24, 2010, is incorporated herein by reference. | |
10.2 | First Amendment dated June 29, 2011 to Amended, Restated and Consolidated Credit Agreement dated as of March 11, 2010 by and among PREIT Associates, L.P. and PREIT-RUBIN, Inc., PR Gallery I Limited Partnership and Keystone Philadelphia Properties, L.P., PREIT, and the financial institutions party thereto, filed as Exhibit 10.1 to PREIT’s Current Report on Form 8-K filed on June 30, 2011, is incorporated herein reference. | |
10.3 | Amended and Restated Guaranty dated as of March 11, 2010 in favor of Wells Fargo Bank, National Association, executed by PREIT and certain of its direct and indirect subsidiaries, filed as Exhibit 10.2 to PREIT’s Current Report on Form 8-K/A filed on March 24, 2010, is incorporated herein by reference. | |
10.4 | Credit Agreement dated as of April 17, 2013 by and among PREIT Associates, L.P., PREIT-RUBIN, Inc., PREIT and the financial institutions party thereto, filed as Exhibit 10.8 to PREIT's Quarterly Report on Form 10-Q filed on April 26, 2013, is incorporated herein by reference. | |
10.5 | Guaranty dated as of April 17, 2013 in favor of Wells Fargo Bank, National Association, executed by certain direct and indirect subsidiaries of PREIT Associate, L.P., filed as Exhibit 10.9 to PREIT's Quarterly Report on Form 10-Q filed on April 26, 2013, is incorporated herein by reference. | |
10.6* | First Amendment to Credit Agreement dated December 24, 2013 by and among PREIT Associates, L.P., PREIT-RUBIN, Inc., PREIT and the financial institutions party thereto. | |
10.7* | Five Year Term Loan Agreement dated as of January 8, 2014 by and among PREIT Associates, L.P., PREIT-RUBIN, Inc., PREIT and the financial institutions party thereto. | |
10.8* | Five Year Term Loan Guaranty dated as of January 8, 2014 in favor of Wells Fargo Bank, National Association, executed by certain direct and indirect subsidiaries of PREIT Associates, L.P. | |
10.9* | Seven Year Term Loan Agreement dated as of January 8, 2014 by and among PREIT Associates, L.P., PREIT-RUBIN, Inc., PREIT and the financial institutions party thereto. | |
10.10* | Seven Year Term Loan Guaranty dated as of January 8, 2014 in favor of Wells Fargo Bank, National Association, executed by certain direct and indirect subsidiaries of PREIT Associates, L.P. | |
10.11 | Promissory Note, dated July 11, 2005, in the principal amount of $66.0 million, issued by PR Magnolia LLC in favor of Lehman Brothers Bank, FSB, filed as Exhibit 10.1 to PREIT’s Current Report on Form 8-K filed on July 12, 2005, is incorporated herein by reference. | |
10.12 | Promissory Note, dated August 15, 2012, in the principal amount of $150.0 million, issued by Cherry Hill Center, LLC and PR Cherry Hill STW LLC in favor of New York Life Insurance Company, filed as Exhibit 10.3 to PREIT’s Quarterly Report on Form 10-Q filed on October 26, 2012, is incorporated herein by reference. | |
10.13 | Promissory Note, dated August 15, 2012, in the principal amount of $150.0 million, issued by Cherry Hill Center, LLC and PR Cherry Hill STW LLC in favor of Teachers Insurance and Annuity Association of America, filed as Exhibit 10.4 to PREIT’s Quarterly Report on Form 10-Q filed on October 26, 2012, is incorporated herein by reference. | |
10.14 | Promissory Note, dated December 9, 2005, in the principal amount of $80.0 million, issued by WG Park, L.P. in favor of Prudential Insurance Company of America, filed as Exhibit 10.1 to PREIT’s Current Report on Form 8-K filed on December 9, 2005, is incorporated herein by reference. | |
10.15 | Promissory Note, dated December 9, 2005, in the principal amount of $80.0 million, issued by WG Park, L.P. in favor of Teachers Insurance and Annuity Association of America, filed as Exhibit 10.2 to PREIT’s Current Report on Form 8-K filed on December 9, 2005, is incorporated herein by reference. | |
10.16 | Promissory Note, dated February 13, 2006, in the principal amount of $90.0 million, issued by PR Hagerstown LLC in favor of Eurohypo AG, New York Branch, filed as Exhibit 10.1 to PREIT’s Current Report on Form 8-K filed on February 15, 2006, is incorporated herein by reference. | |
10.17 | Promissory Note, dated March 24, 2006, in the principal amount of $156.5 million, issued by PR Woodland Limited Partnership in favor of Prudential Mortgage Capital Company, LLC, filed as Exhibit 10.1 to PREIT’s Current Report on Form 8-K filed on March 30, 2006, is incorporated herein by reference. | |
10.18 | Promissory Note, dated June 8, 2010, in the principal amount of $140.0 million, issued by Mall at Lehigh Valley, L.P., filed as Exhibit 10.1 to PREIT’s Current Report on Form 8-K filed on June 14, 2010, is incorporated herein by reference. | |
10.19 | Promissory Note, dated May 17, 2007 in the principal amount of $150.0 million issued by PR Hyattsville LLC in favor of Wells Fargo Bank, N.A. filed as Exhibit 10.1 to PREIT’s Current Report on From 8-K filed on May 22, 2007 is incorporated herein by reference. | |
10.20 | Declaration of Trust, dated June 19, 1997, by PREIT, as grantor, and PREIT, as initial trustee, filed as Exhibit 10.7 to PREIT’s Quarterly Report on Form 10-Q filed on August 10, 2009, is incorporated herein by reference. | |
10.21 | Amended and Restated Employment Agreement, effective as of December 31, 2008, between PREIT and Bruce Goldman, filed as Exhibit 10.59 to PREIT’s Annual Report on Form 10-K filed on March 2, 2009, is incorporated herein by reference. | |
10.22 | Amended and Restated Employment Agreement dated as of April 25, 2012 by and between PREIT and Ronald Rubin, filed as Exhibit 10.2 to PREIT’s Current Report on Form 8-K filed on April 27, 2012, is incorporated herein by reference. | |
10.23 | Amended and Restated Employment Agreement, effective as of December 31, 2008, between PREIT and George F. Rubin, filed as Exhibit 10.2 to PREIT’s Current Report on Form 8-K filed on December 31, 2008, is incorporated herein by reference. | |
10.24 | Amended and Restated Employment Agreement dated as of April 25, 2012 by and between PREIT and Joseph F. Coradino, filed as Exhibit 10.1 to PREIT’s Current Report on Form 8-K filed on April 27, 2012, is incorporated herein by reference. | |
10.25 | Amended and Restated Employment Agreement, dated as of December 31, 2008, between PREIT and Robert F. McCadden, filed as Exhibit 10.4 to PREIT’s Current Report on Form 8-K filed on December 31, 2008, is incorporated herein by reference. | |
10.26 | Amendment No. 1 to Amended and Restated Employment Agreement, dated as of May 6, 2009, between PREIT and Robert F. McCadden, filed as Exhibit 10.1 to PREIT’s Quarterly Report on Form 10-Q filed on May 11, 2009, is incorporated herein by reference. | |
+10.27 | Nonqualified Supplemental Executive Retirement Agreement, effective as of January 1, 2009, between PREIT and George F. Rubin, filed as Exhibit 10.7 to PREIT’s Current Report on Form 8-K filed on December 31, 2008, is incorporated herein by reference. | |
+10.28 | Amended and Restated Nonqualified Supplemental Executive Retirement Agreement dated as of June 7, 2012 by and between PREIT and Joseph F. Coradino. filed as Exhibit 10.1 to PREIT’s Current Report on Form 8-K filed on June 12, 2012, is incorporated herein by reference. | |
+10.29 | Nonqualified Supplemental Executive Retirement Agreement, effective as of January 1, 2009, between PREIT and Robert F. McCadden, filed as Exhibit 10.9 to PREIT’s Current Report on Form 8-K filed on December 31, 2008, is incorporated herein by reference. | |
+10.30 | Nonqualified Supplemental Executive Retirement Agreement, effective as of January 1, 2009, between PREIT and Bruce Goldman, filed as Exhibit 10.73 to PREIT’s Annual Report on Form 10-K filed on March 2, 2009, is incorporated herein by reference. | |
+10.31 | Amended and Restated Nonqualified Supplemental Executive Retirement Agreement dated as of June 7, 2012 by and between PREIT and Ronald Rubin, filed as Exhibit 10.2 to PREIT’s Current Report on Form 8-K filed on June 12, 2012, is incorporated herein by reference. | |
10.32 | Standstill Agreement among PREIT, PREIT Associates, L.P., Mark E. Pasquerilla, Crown Investments Trust, Crown American Investment Company, Crown Delaware Holding Company, Crown Holding Company, and Crown American Properties, L.P., dated as of November 18, 2003, filed as Exhibit 2.10 to PREIT’s Current Report on Form 8-K dated November 20, 2003, is incorporated herein by reference. | |
+10.33 | Amended and Restated Employee Share Purchase Plan, filed as Exhibit 10.3 to PREIT’s Quarterly Report on Form 10-Q filed on August 6, 2010, is incorporated herein by reference. | |
+10.34 | PREIT’s Second Amended and Restated 2003 Equity Incentive Plan, filed as Exhibit 10.3 to PREIT’s Current Report on Form 8-K filed on June 12, 2012, is incorporated herein by reference. | |
+10.35 | Amendment No. 1 to Second Amended and Restated 2003 Equity Plan, filed as Exhibit 10.1 to PREIT's Current Report on Form 8-K filed on July 22, 2013, is incorporated herein by reference. | |
+10.36 | Form of Incentive Stock Option Agreement under PREIT’s 2003 Equity Incentive Plan filed as Exhibit 10.10 to PREIT’s Quarterly Report on Form 10-Q filed on November 9, 2004, is incorporated herein by reference. | |
+10.37 | Form of Nonqualified Stock Option Agreement under PREIT’s 2003 Equity Incentive Plan filed as Exhibit 10.11 to PREIT’s Quarterly Report on Form 10-Q filed on February 27, 2007, is incorporated herein by reference. | |
+10.38 | Form of Restricted Share Award Agreement under PREIT’s 2003 Equity Incentive Plan filed as Exhibit 10.1 to PREIT’s Current Report on Form 8-K filed on February 26, 2008, is incorporated herein by reference. | |
+10.39 | 2010-2012 Restricted Share Unit Program, filed as Exhibit 10.1 to PREIT’s Quarterly Report on Form 10-Q filed on April 29, 2010, is incorporated herein by reference. | |
+10.40 | Form of 2010-2012 Restricted Share Unit and Dividend Equivalent Rights Award Agreement, filed as Exhibit 10.2 to PREIT’s Quarterly Report on Form 10-Q, filed on April 29, 2010, is incorporated herein by reference. | |
+10.41 | 2011-2013 Restricted Share Unit Program, filed as Exhibit 10.1 to PREIT’s Quarterly Report on Form 10-Q filed on April 29, 2011, is incorporated herein by reference. | |
+10.42 | Form of 2011-2013 Restricted Share Unit and Dividend Equivalent Award Agreement, filed as Exhibit 10.2 to PREIT’s Quarterly Report on Form 10-Q filed on April 29, 2011, is incorporated herein by reference. | |
+10.43 | Form of Annual Incentive Compensation Award for PREIT’s Chief Executive Officer, the three other members of PREIT’s Office of the Chair and the Chief Financial Officer, filed as Exhibit 10.1 to PREIT’s Current Report on From 8-K filed on July 26, 2011, is incorporated herein by reference. | |
+10.44 | Form of Annual Incentive Compensation Opportunity Award for Officers other than Named Executive Officers, filed as Exhibit 10.1 to PREIT’s Quarterly Report on Form 10-Q filed on August 1, 2011, is incorporated herein by reference. | |
+10.45 | 2012-2014 Restricted Share Unit Program, filed as Exhibit 10.1 to PREIT’s Quarterly Report on Form 10-Q filed on April 30, 2012, is incorporated herein by reference. | |
+10.46 | Form of 2012-2014 Restricted Share Unit and Dividend Equivalent Award Agreement, filed as Exhibit 10.2 to PREIT’s Quarterly Report on Form 10-Q filed on April 30, 2012, is incorporated herein by reference. | |
+10.47 | Form of Annual Incentive Compensation Opportunity Award for PREIT’s Chief Executive Officer, Vice Chairman, and Chief Financial, filed as Exhibit 10.1 to PREIT’s Quarterly Report on From 10-Q filed on October 26, 2012, is incorporated herein by reference. | |
+10.48 | Form of Annual Incentive Compensation Opportunity Award for Officers other than the Named Executive Officers, filed as Exhibit 10.2 to PREIT’s Quarterly Report on From 10-Q filed on October 26, 2012, is incorporated herein by reference. | |
+10.49 | 2013-2015 Restricted Share Unit Program, filed as Exhibit 10.5 to PREIT’s Quarterly Report on Form 10-Q filed on April 26, 2013, is incorporated herein by reference. | |
+10.50 | Form of 2013-2015 Restricted Share Unit and Dividend Equivalent Award Agreement, filed as Exhibit 10.6 to PREIT’s Quarterly Report on Form 10-Q filed on April 26, 2013, is incorporated herein by reference. | |
+10.51 | Form of Annual Incentive Compensation Opportunity Award for PREIT’s Chief Executive Officer, filed as Exhibit 10.1 to PREIT’s Quarterly Report on From 10-Q filed on April 26, 2013, is incorporated herein by reference. | |
+10.52 | Form of Annual Incentive Compensation Opportunity Award for PREIT’s Chief Financial Officer, filed as Exhibit 10.2 to PREIT’s Quarterly Report on From 10-Q filed on April 26, 2013, is incorporated herein by reference. | |
+10.53 | Form of Annual Incentive Compensation Opportunity Award for PREIT’s Vice Chairman, filed as Exhibit 10.3 to PREIT’s Quarterly Report on From 10-Q filed on April 26, 2013, is incorporated herein by reference. | |
+10.54 | Form of Annual Incentive Compensation Opportunity Award for PREIT’s Executive Vice Presidents, filed as Exhibit 10.4 to PREIT’s Quarterly Report on From 10-Q filed on April 26, 2013, is incorporated herein by reference. | |
+10.55 | Separation of Employment Agreement and General Release, dated October 15, 2013, by and between PREIT, PREIT Services, LLC and Edward Glickman, filed as Exhibit 10.7 to PREIT's Quarterly Report on Form 10-Q filed on April 26, 2013, is incorporated herein by reference. | |
10.56 | Registration Rights Agreement, dated as of September 30, 1997, between PREIT and Florence Mall Partners, filed as Exhibit 10.31 to PREIT’s Current Report on Form 8-K filed on October 14, 1997, is incorporated herein by reference. | |
10.57 | Registration Rights Agreement, dated as of April 28, 2003, between PREIT and Pan American Associates, filed as Exhibit 10.8 to PREIT’s Current Report on Form 8-K filed on May 13, 2003, is incorporated herein by reference. | |
10.58 | Registration Rights Agreement, dated as of April 28, 2003, among PREIT, The Albert H. Marta Revocable Inter Vivos Trust, Marta Holdings I, L.P. and Ivyridge Investment Corp, filed as Exhibit 10.9 to PREIT’s Current Report on Form 8-K filed on May 13, 2003, is incorporated herein by reference. | |
10.59 | Real Estate Management and Leasing Agreement made as of August 1, 1996 between The Rubin Organization, Inc. and Bellevue Associates, filed as Exhibit 10.102 to PREIT’s Annual Report on Form 10-K filed on March 16, 2005, is incorporated by reference. | |
10.60 | Amendment of Real Estate Management And Leasing Agreement dated as of January 1, 2005 between PREIT-RUBIN, Inc., successor-in-interest to The Rubin Organization, and Bellevue Associates, filed as Exhibit 10.103 to PREIT’s Annual Report on Form 10-K filed on March 16, 2005, is incorporated herein by reference. | |
10.61 | Amended and Restated Office Lease between Bellevue Associates and PREIT effective as of July 12, 1999, as amended by the First Amendment to Office Lease effective as of June 18, 2002, as further amended by the Second Amendment to Office Lease effective as of June 1, 2004, filed as Exhibit 10.10 to PREIT’s Quarterly Report on Form 10-Q filed on August 10, 2009, is incorporated herein by reference. | |
10.62 | Fourth Amendment to Office Lease between Bellevue Associates and PREIT signed on April 26, 2012, filed as Exhibit 10.56 to PREIT's Annual Report on Form 10-K, filed on March 1, 2013, is incorporated herein by reference. | |
10.63 | Contribution Agreement dated January 22, 2008 by and among Bala Cynwyd Associates, L.P., City Line Associates, Ronald Rubin, George Rubin, Joseph Coradino, Leonard Shore, Lewis Stone, PREIT, PREIT Associates, L.P. and PR Cherry Hill Office GP, LLC, filed as Exhibit 10.131 to PREIT’s Annual Report on Form 10-K filed on February 29, 2008, is incorporated herein by reference. | |
21* | Direct and Indirect Subsidiaries of the Registrant. | |
23.1* | Consent of KPMG LLP (Independent Registered Public Accounting Firm). | |
24* | Power of Attorney (included on signature page to this Form 10-K). | |
31.1* | Certification pursuant to Exchange Act Rules 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
31.2* | Certification pursuant to Exchange Act Rules 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
32.1* | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
32.2* | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
101* | Pursuant to Rule 405 of Regulation S-T, the following financial information from PREIT’s Annual Report on Form 10-K for the period ended December 31, 2013 is formatted in XBRL interactive data files: (i) Consolidated Balance Sheets as of December 31, 2013 and 2012; (ii) Consolidated Statements of Operations for the years ended December 31, 2013, 2012 and 2011; (iii) Consolidated Statements of Comprehensive Income for the years ended December 31, 2013, 2012, and 2011; (iv) Consolidated Statements of Equity for the years ended December 31, 2013, 2012 and 2011; (v) Consolidated Statements of Cash Flows for the years ended December 31, 2013, 2012 and 2011; and (vi) Notes to Consolidated Financial Statements. |
+ | Management contract or compensatory plan or arrangement required to be filed as an Exhibit to this form. |
(*) | Filed herewith |
PENNSYLVANIA REAL ESTATE INVESTMENT TRUST | |||||
Date: | February 28, 2014 | By: | /s/ Joseph F. Coradino | ||
Joseph F. Coradino | |||||
Chief Executive Officer |
Name | Capacity | Date | ||
/s/ Ronald Rubin | Executive Chairman and Trustee | February 28, 2014 | ||
Ronald Rubin | ||||
/s/ George F. Rubin | Vice Chairman and Trustee | February 28, 2014 | ||
George F. Rubin | ||||
/s/ Joseph F. Coradino | Chief Executive Officer (principal executive officer) | February 28, 2014 | ||
Joseph F. Coradino | ||||
/s/ Robert F. McCadden | Executive Vice President and Chief Financial Officer (principal financial officer) | February 28, 2014 | ||
Robert F. McCadden | ||||
/s/ Jonathen Bell | Senior Vice President—Chief Accounting Officer (principal accounting officer) | February 28, 2014 | ||
Jonathen Bell | ||||
/s/ M. Walter D’Alessio | Trustee | February 28, 2014 | ||
M. Walter D’Alessio | ||||
/s/ Rosemarie Greco | Trustee | February 28, 2014 | ||
Rosemarie Greco | ||||
/s/ Leonard I. Korman | Trustee | February 28, 2014 | ||
Leonard I. Korman | ||||
/s/ Ira M. Lubert | Trustee | February 28, 2014 | ||
Ira M. Lubert | ||||
/s/ Donald F. Mazziotti | Trustee | February 28, 2014 | ||
Donald F. Mazziotti | ||||
/s/ Mark E. Pasquerilla | Trustee | February 28, 2014 | ||
Mark E. Pasquerilla | ||||
/s/ Charles P. Pizzi | Trustee | February 28, 2014 | ||
Charles P. Pizzi | ||||
/s/ John J. Roberts | Trustee | February 28, 2014 | ||
John J. Roberts |
(1) | Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the Company’s transactions and the dispositions of assets of the Company; |
(2) | Provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of the Company’s management and trustees; and |
(3) | Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements. |
/s/ KPMG LLP |
Philadelphia, Pennsylvania |
February 28, 2014 |
/s/ KPMG LLP |
Philadelphia, Pennsylvania |
February 28, 2014 |
(in thousands, except per share amounts) | December 31, 2013 | December 31, 2012 | |||||
ASSETS: | |||||||
INVESTMENTS IN REAL ESTATE, at cost: | |||||||
Operating properties | $ | 3,450,317 | $ | 3,395,681 | |||
Construction in progress | 68,835 | 68,619 | |||||
Land held for development | 8,716 | 13,240 | |||||
Total investments in real estate | 3,527,868 | 3,477,540 | |||||
Accumulated depreciation | (1,012,746 | ) | (907,928 | ) | |||
Net investments in real estate | 2,515,122 | 2,569,612 | |||||
INVESTMENTS IN PARTNERSHIPS, at equity: | 15,963 | 14,855 | |||||
OTHER ASSETS: | |||||||
Cash and cash equivalents | 34,230 | 33,990 | |||||
Tenant and other receivables (net of allowance for doubtful accounts of $13,123 and $14,042 at December 31, 2013 and 2012, respectively) | 46,439 | 38,473 | |||||
Intangible assets (net of accumulated amortization of $14,506 and $14,940 at December 31, 2013 and 2012, respectively) | 9,075 | 8,673 | |||||
Deferred costs and other assets | 97,752 | 97,399 | |||||
Assets held for sale | — | 114,622 | |||||
Total assets | $ | 2,718,581 | $ | 2,877,624 | |||
LIABILITIES: | |||||||
Mortgage loans payable | $ | 1,502,650 | $ | 1,718,052 | |||
Term Loans | — | 182,000 | |||||
Revolving Facility | 130,000 | — | |||||
Tenants’ deposits and deferred rent | 17,896 | 14,862 | |||||
Distributions in excess of partnership investments | 64,491 | 64,874 | |||||
Fair value of derivative instruments | 844 | 9,742 | |||||
Liabilities on assets held for sale | — | 102,417 | |||||
Accrued expenses and other liabilities | 76,248 | 72,448 | |||||
Total liabilities | 1,792,129 | 2,164,395 | |||||
COMMITMENTS AND CONTINGENCIES (Note 11) | |||||||
EQUITY: | |||||||
Series A Preferred Shares, $.01 par value per share; 25,000 shares authorized; 4,600 shares issued and outstanding at December 31, 2013 and 2012; liquidation preference of $115,000 | 46 | 46 | |||||
Series B Preferred Shares, $.01 par value per share; 25,000 shares authorized; 3,450 shares issued and outstanding at December 31, 2013, and 2012; liquidation preference of $86,250 | 35 | 35 | |||||
Shares of beneficial interest, $1.00 par value per share; 200,000 shares authorized; issued and outstanding 68,293 shares at December 31, 2013 and 56,331 shares at December 31, 2012 | 68,293 | 56,331 | |||||
Capital contributed in excess of par | 1,467,460 | 1,247,730 | |||||
Accumulated other comprehensive loss | (6,637 | ) | (20,867 | ) | |||
Distributions in excess of net income | (636,939 | ) | (608,634 | ) | |||
Total equity – Pennsylvania Real Estate Investment Trust | 892,258 | 674,641 | |||||
Noncontrolling interest | 34,194 | 38,588 | |||||
Total equity | 926,452 | 713,229 | |||||
Total liabilities and equity | $ | 2,718,581 | $ | 2,877,624 |
For The Year Ended December 31, | |||||||||||
(in thousands of dollars) | 2013 | 2012 | 2011 | ||||||||
REVENUE: | |||||||||||
Real estate revenue: | |||||||||||
Base rent | $ | 283,074 | $ | 272,036 | $ | 266,880 | |||||
Expense reimbursements | 126,909 | 119,993 | 124,103 | ||||||||
Percentage rent | 5,732 | 5,713 | 6,363 | ||||||||
Lease termination revenue | 1,565 | 1,753 | 1,091 | ||||||||
Other real estate revenue | 14,448 | 14,318 | 13,989 | ||||||||
Total real estate revenue | 431,728 | 413,813 | 412,426 | ||||||||
Other income | 6,950 | 5,534 | 6,712 | ||||||||
Total revenue | 438,678 | 419,347 | 419,138 | ||||||||
EXPENSES: | |||||||||||
Operating expenses: | |||||||||||
CAM and real estate taxes | (142,684 | ) | (132,901 | ) | (131,740 | ) | |||||
Utilities | (22,028 | ) | (21,838 | ) | (23,818 | ) | |||||
Other | (17,567 | ) | (18,391 | ) | (20,281 | ) | |||||
Total operating expenses | (182,279 | ) | (173,130 | ) | (175,839 | ) | |||||
Depreciation and amortization | (140,880 | ) | (127,845 | ) | (128,028 | ) | |||||
Other expenses: | |||||||||||
General and administrative expenses | (36,975 | ) | (37,538 | ) | (38,901 | ) | |||||
Provision for employee separation expense | (2,314 | ) | (9,437 | ) | — | ||||||
Impairment of assets | (6,304 | ) | — | (24,359 | ) | ||||||
Project costs and other expenses | (1,422 | ) | (1,936 | ) | (964 | ) | |||||
Total other expenses | (47,015 | ) | (48,911 | ) | (64,224 | ) | |||||
Interest expense, net | (98,731 | ) | (122,118 | ) | (127,148 | ) | |||||
Total expenses | (468,905 | ) | (472,004 | ) | (495,239 | ) | |||||
Loss before equity in income of partnerships, gains on sales of real estate and discontinued operations | (30,227 | ) | (52,657 | ) | (76,101 | ) | |||||
Equity in income of partnerships | 9,778 | 8,338 | 6,635 | ||||||||
Gains on sales of real estate | — | — | 1,590 | ||||||||
Loss from continuing operations | (20,449 | ) | (44,319 | ) | (67,876 | ) | |||||
Discontinued operations: | |||||||||||
Operating results from discontinued operations | 2,812 | 4,627 | 1,918 | ||||||||
Impairment of assets of discontinued operations | (23,662 | ) | (3,805 | ) | (27,977 | ) | |||||
Gains on sales of discontinued operations | 78,512 | 947 | — | ||||||||
Income (loss) from discontinued operations | 57,662 | 1,769 | (26,059 | ) | |||||||
Net income (loss) | 37,213 | (42,550 | ) | (93,935 | ) | ||||||
Less: net (income) loss attributed to noncontrolling interest | (1,354 | ) | 1,713 | 3,774 | |||||||
Net income (loss) attributable to PREIT | 35,859 | (40,837 | ) | (90,161 | ) | ||||||
Less: preferred share dividends | (15,848 | ) | (7,984 | ) | — | ||||||
Net income (loss) attributable to PREIT common shareholders | $ | 20,011 | $ | (48,821 | ) | $ | (90,161 | ) |
For The Year Ended December 31, | |||||||||||
(in thousands of dollars, except per share amounts) | 2013 | 2012 | 2011 | ||||||||
Loss from continuing operations | $ | (20,449 | ) | $ | (44,319 | ) | $ | (67,876 | ) | ||
Preferred dividends | (15,848 | ) | (7,984 | ) | — | ||||||
Noncontrolling interest in continuing operations | 729 | 1,778 | 2,727 | ||||||||
Dividends on restricted shares | (439 | ) | (442 | ) | (547 | ) | |||||
Loss from continuing operations used to calculate earnings per share – basic and diluted | $ | (36,007 | ) | $ | (50,967 | ) | $ | (65,696 | ) | ||
Income (loss) from discontinued operations | $ | 57,662 | $ | 1,769 | $ | (26,059 | ) | ||||
Noncontrolling interest in discontinued operations | (2,083 | ) | (65 | ) | 1,047 | ||||||
Income (loss) from discontinued operations used to calculate earnings per share – basic and diluted | $ | 55,579 | $ | 1,704 | $ | (25,012 | ) | ||||
Basic and diluted earnings (loss) per share: | |||||||||||
Loss from continuing operations | $ | (0.56 | ) | $ | (0.92 | ) | $ | (1.20 | ) | ||
Income (loss) from discontinued operations | 0.87 | 0.03 | (0.46 | ) | |||||||
Basic and diluted earnings (loss) per share | $ | 0.31 | $ | (0.89 | ) | $ | (1.66 | ) | |||
(in thousands of shares) | |||||||||||
Weighted average shares outstanding – basic | 63,662 | 55,122 | 54,639 | ||||||||
Effect of dilutive common share equivalents(1) | — | — | — | ||||||||
Weighted average shares outstanding – diluted | 63,662 | 55,122 | 54,639 |
(1) | For the years ended December 31, 2013, 2012 and 2011, there are net losses allocable to common shareholders from continuing operations, so the effect of common share equivalents of 876, 1,131 and 502 for the years ended December 31, 2013, 2012 and 2011, respectively, is excluded from the calculation of diluted earnings (loss) per share, as their inclusion would be anti-dilutive. |
For The Year Ended December 31, | |||||||||||
(in thousands of dollars) | 2013 | 2012 | 2011 | ||||||||
Comprehensive income (loss): | |||||||||||
Net income (loss) | $ | 37,213 | $ | (42,550 | ) | $ | (93,935 | ) | |||
Unrealized gain on derivatives | 9,647 | 11,370 | 6,118 | ||||||||
Amortization of losses of settled swaps, net of gains | 5,069 | 2,419 | 24 | ||||||||
Total comprehensive income (loss) | 51,929 | (28,761 | ) | (87,793 | ) | ||||||
Less: Comprehensive (income) loss attributable to noncontrolling interest | (1,840 | ) | 1,156 | 3,526 | |||||||
Comprehensive income (loss) attributable to PREIT | $ | 50,089 | $ | (27,605 | ) | $ | (84,267 | ) |
PREIT Shareholders | |||||||||||||||||||||||||||||||
(in thousands of dollars, except per share amounts) | Total Equity | Series A Preferred Shares, $.01 par | Series B Preferred Shares, $.01 par | Shares of Beneficial Interest, $1.00 par | Capital Contributed in Excess of par | Accumulated Other Comprehensive (Income) Loss | Distributions in Excess of Net Income | Non- controlling interest | |||||||||||||||||||||||
Balance January 1, 2011 | $ | 704,530 | — | — | $ | 55,436 | $ | 1,040,023 | $ | (39,993 | ) | $ | (401,193 | ) | $ | 50,257 | |||||||||||||||
Net loss | (93,935 | ) | — | — | — | — | — | (90,161 | ) | (3,774 | ) | ||||||||||||||||||||
Comprehensive loss | 6,142 | — | — | — | — | 5,894 | — | 248 | |||||||||||||||||||||||
Shares issued under employee and trustee compensation plans, net of shares retired | (1,350 | ) | — | — | 241 | (1,591 | ) | — | — | — | |||||||||||||||||||||
Amortization of deferred compensation | 9,055 | — | — | — | 9,055 | — | — | — | |||||||||||||||||||||||
Distributions paid to common shareholders ($0.60 per share) | (33,384 | ) | — | — | — | — | — | (33,384 | ) | — | |||||||||||||||||||||
Noncontrolling interests: | |||||||||||||||||||||||||||||||
Distributions paid to Operating Partnership unit holders ($0.60 per unit) | (1,395 | ) | — | — | — | — | — | — | (1,395 | ) | |||||||||||||||||||||
Amortization of historic tax credit | (1,921 | ) | — | — | — | — | — | — | (1,921 | ) | |||||||||||||||||||||
Contributions from noncontrolling interest, net | 296 | — | — | — | — | — | — | 296 | |||||||||||||||||||||||
Balance December 31, 2011 | 588,038 | — | — | 55,677 | 1,047,487 | (34,099 | ) | (524,738 | ) | 43,711 | |||||||||||||||||||||
Net loss | (42,550 | ) | — | — | — | — | — | (40,837 | ) | (1,713 | ) | ||||||||||||||||||||
Comprehensive loss | 13,789 | — | — | — | — | 13,232 | — | 557 | |||||||||||||||||||||||
Shares issued under redemption of Operating Partnership units | — | — | — | 28 | 413 | — | — | (441 | ) | ||||||||||||||||||||||
Shares issued under employee and trustee compensation plans, net of shares retired | (4,722 | ) | — | — | 626 | (5,348 | ) | — | — | — | |||||||||||||||||||||
Amortization of deferred compensation | 11,028 | — | — | — | 11,028 | — | — | — | |||||||||||||||||||||||
Series A Preferred share offering | 110,896 | 46 | — | — | 110,850 | — | — | — | |||||||||||||||||||||||
Series B Preferred share offering | 83,335 | — | 35 | — | 83,300 | — | — | — | |||||||||||||||||||||||
Distributions paid to common shareholders ($0.63 per share) | (35,735 | ) | — | — | — | — | — | (35,735 | ) | — | |||||||||||||||||||||
Distributions paid to Series A preferred shareholders ($1.3464 per share) | (6,193 | ) | — | — | — | — | — | (6,193 | ) | — | |||||||||||||||||||||
Distributions paid to Series B preferred shareholders ($0.3278 per share) | (1,131 | ) | — | — | — | — | — | (1,131 | ) | — | |||||||||||||||||||||
Noncontrolling interests: | |||||||||||||||||||||||||||||||
Distributions paid to Operating Partnership unit holders ($0.63 per unit) | (1,459 | ) | — | — | — | — | — | — | (1,459 | ) | |||||||||||||||||||||
Amortization of historic tax credit | (1,810 | ) | — | — | — | — | — | — | (1,810 | ) | |||||||||||||||||||||
Contributions from noncontrolling interest, net | (257 | ) | — | — | — | — | — | — | (257 | ) | |||||||||||||||||||||
Balance December 31, 2012 | 713,229 | 46 | 35 | 56,331 | 1,247,730 | (20,867 | ) | (608,634 | ) | 38,588 | |||||||||||||||||||||
Net income | 37,213 | — | — | — | — | — | 35,859 | 1,354 | |||||||||||||||||||||||
Comprehensive income | 14,716 | — | — | — | — | 14,230 | — | 486 | |||||||||||||||||||||||
Shares issued in 2013 public common offering, net | 220,511 | — | — | 11,500 | 209,011 | — | — | — | |||||||||||||||||||||||
Shares issued upon redemption of Operating Partnership units | — | — | — | 172 | 2,372 | — | — | (2,544 | ) | ||||||||||||||||||||||
Shares issued under employee and trustee compensation plans, net of shares retired | 566 | — | — | 290 | 276 | — | — | — | |||||||||||||||||||||||
Amortization of deferred compensation | 8,071 | — | — | — | 8,071 | — | — | — | |||||||||||||||||||||||
Distributions paid to common shareholders ($0.74 per share) | (48,315 | ) | — | — | — | — | — | (48,315 | ) | — | |||||||||||||||||||||
Distributions paid to Series A preferred shareholders ($2.0625 per share) | (9,488 | ) | — | — | — | — | — | (9,488 | ) | — | |||||||||||||||||||||
Distributions paid to Series B preferred shareholders ($1.8438 per share) | (6,361 | ) | — | — | — | — | — | (6,361 | ) | — | |||||||||||||||||||||
Noncontrolling interests: | |||||||||||||||||||||||||||||||
Distributions paid to Operating Partnership unit holders ($0.74 per unit) | (1,626 | ) | — | — | — | — | — | — | (1,626 | ) | |||||||||||||||||||||
Amortization of historic tax credit | (1,810 | ) | — | — | — | — | — | — | (1,810 | ) | |||||||||||||||||||||
Other distributions to noncontrolling interests, net | (254 | ) | — | — | — | — | — | (254 | ) | ||||||||||||||||||||||
Balance December 31, 2013 | $ | 926,452 | $ | 46 | $ | 35 | $ | 68,293 | $ | 1,467,460 | $ | (6,637 | ) | $ | (636,939 | ) | $ | 34,194 |
For The Year Ended December 31, | |||||||||||
(in thousands of dollars) | 2013 | 2012 | 2011 | ||||||||
Cash flows from operating activities: | |||||||||||
Net income (loss) | $ | 37,213 | $ | (42,550 | ) | $ | (93,935 | ) | |||
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||||||||||
Depreciation | 133,162 | 128,204 | 128,378 | ||||||||
Amortization | 12,903 | 15,951 | 19,941 | ||||||||
Straight-line rent adjustments | (1,425 | ) | (2,234 | ) | (331 | ) | |||||
Provision for doubtful accounts | 1,656 | 1,861 | 3,320 | ||||||||
Amortization of deferred compensation | 8,071 | 11,028 | 9,055 | ||||||||
Loss on hedge ineffectiveness | 3,409 | — | — | ||||||||
Gain on sales of real estate and discontinued operations | (78,512 | ) | (947 | ) | (1,590 | ) | |||||
Equity in income of partnerships in excess of distributions | (2,713 | ) | — | — | |||||||
Amortization of historic tax credits | (2,494 | ) | (1,810 | ) | (1,921 | ) | |||||
Impairment of assets and expensed project costs | 30,775 | 5,057 | 52,909 | ||||||||
Change in assets and liabilities: | |||||||||||
Net change in other assets | (7,779 | ) | (15,167 | ) | (7,143 | ) | |||||
Net change in other liabilities | 1,953 | 20,931 | (3,421 | ) | |||||||
Net cash provided by operating activities | 136,219 | 120,324 | 105,262 | ||||||||
Cash flows from investing activities: | |||||||||||
Cash proceeds from sales of real estate investments | 181,644 | — | 7,551 | ||||||||
Investments in consolidated real estate acquisitions | (60,879 | ) | — | — | |||||||
Additions to construction in progress | (36,456 | ) | (38,104 | ) | (25,426 | ) | |||||
Investments in real estate improvements | (44,785 | ) | (43,543 | ) | (36,017 | ) | |||||
Additions to leasehold improvements | (2,062 | ) | (881 | ) | (364 | ) | |||||
Investments in partnerships | (250 | ) | (3,682 | ) | (252 | ) | |||||
Capitalized leasing costs | (5,261 | ) | (5,336 | ) | (4,999 | ) | |||||
(Increase) decrease in cash escrows | (2,682 | ) | (1,404 | ) | 2,210 | ||||||
Cash distributions from partnerships in excess of equity in income | 1,472 | 4,772 | 35,525 | ||||||||
Net cash provided by (used in) investing activities | 30,741 | (88,178 | ) | (21,772 | ) | ||||||
Cash flows from financing activities: | |||||||||||
Repayment of 2010 Term Loan | (182,000 | ) | (58,000 | ) | (7,200 | ) | |||||
Net borrowings from (repayments of) Revolving Facilities | 130,000 | (95,000 | ) | (5,000 | ) | ||||||
Proceeds from mortgage loans | 154,692 | 467,750 | 27,700 | ||||||||
Repayment of mortgage loans | (403,691 | ) | (320,731 | ) | (58,032 | ) | |||||
Principal installments on mortgage loans | (16,973 | ) | (20,311 | ) | (21,249 | ) | |||||
Payment of deferred financing costs | (4,035 | ) | (1,753 | ) | (4,109 | ) | |||||
Net proceeds from shares issued in public common offering | 220,511 | — | — | ||||||||
Common shares issued | 2,983 | 1,788 | 533 | ||||||||
Net proceeds from issuance of Series A preferred shares | — | 110,896 | — | ||||||||
Net proceeds from issuance of Series B preferred shares | — | 83,335 | — | ||||||||
Repayment of Exchangeable Notes | — | (136,900 | ) | — | |||||||
Dividends paid to common shareholders | (48,315 | ) | (35,735 | ) | (33,384 | ) | |||||
Dividends paid to preferred shareholders | (15,849 | ) | (7,324 | ) | — | ||||||
Distributions paid to Operating Partnership unit holders and noncontrolling interest | (1,626 | ) | (1,459 | ) | (1,395 | ) | |||||
Value of shares issued under equity incentive plans, net of shares retired | (2,417 | ) | (6,510 | ) | (1,883 | ) | |||||
Net cash used in financing activities | (166,720 | ) | (19,954 | ) | (104,019 | ) | |||||
Net change in cash and cash equivalents | 240 | 12,192 | (20,529 | ) | |||||||
Cash and cash equivalents, beginning of year | 33,990 | 21,798 | 42,327 | ||||||||
Cash and cash equivalents, end of year | $ | 34,230 | $ | 33,990 | $ | 21,798 |
• | Except for two properties that we co-manage with our partner, the other entities are managed on a day-to-day basis by one of our other partners as the managing general partner in each of the respective partnerships. In the case of the co-managed properties, all decisions in the ordinary course of business are made jointly. |
• | The managing general partner is responsible for establishing the operating and capital decisions of the partnership, including budgets, in the ordinary course of business. |
• | All major decisions of each partnership, such as the sale, refinancing, expansion or rehabilitation of the property, require the approval of all partners. |
• | Voting rights and the sharing of profits and losses are in proportion to the ownership percentages of each partner. |
Buildings | 20-40 years | |
Land improvements | 15 years | |
Furniture/fixtures | 3-10 years | |
Tenant improvements | Lease term |
(in thousands of dollars) | Basis | Accumulated Amortization | Impairment Write-Offs | Divestitures | Total | ||||||||||||||
Balance, January 1, 2011 | $ | 12,877 | $ | (1,073 | ) | $ | (4,648 | ) | $ | — | $ | 7,156 | |||||||
Changes in Goodwill | — | — | — | — | — | ||||||||||||||
Balance, December 31, 2011 | 12,877 | (1,073 | ) | (4,648 | ) | — | 7,156 | ||||||||||||
Changes in Goodwill | — | — | — | — | — | ||||||||||||||
Balance, December 31, 2012 | 12,877 | (1,073 | ) | (4,648 | ) | — | 7,156 | ||||||||||||
Changes in Goodwill | — | — | — | (1,494 | ) | (1,494 | ) | ||||||||||||
Balance, December 31, 2013 | $ | 12,877 | $ | (1,073 | ) | $ | (4,648 | ) | $ | (1,494 | ) | $ | 5,662 |
(in thousands of dollars) | As of December 31, 2013 | As of December 31, 2012 | |||||
Value of in-place lease intangibles | $ | 3,151 | $ | 1,009 | |||
Above-market lease intangibles | 262 | 508 | |||||
Subtotal | 3,413 | 1,517 | |||||
Goodwill | 5,662 | 7,156 | |||||
Total intangible assets | $ | 9,075 | $ | 8,673 | |||
Below-market lease intangibles | $ | (4,815 | ) | $ | (3,083 | ) |
(in thousands of dollars) For the Year Ending December 31, | Value of In-Place Lease Intangibles | Above/(Below) Market Leases, net | |||||
2014 | 1,391 | (960 | ) | ||||
2015 | 371 | (441 | ) | ||||
2016 | 288 | (421 | ) | ||||
2017 | 282 | (456 | ) | ||||
2018 | 259 | (438 | ) | ||||
2019 and thereafter | 560 | (1,837 | ) | ||||
Total | $ | 3,151 | $ | (4,553 | ) |
For the Year Ended December 31, | |||||||||||
(in thousands of dollars) | 2013 | 2012 | 2011 | ||||||||
Development/Redevelopment: | |||||||||||
Salaries and benefits | $ | 1,059 | $ | 805 | $ | 765 | |||||
Real estate taxes | $ | 5 | $ | 277 | $ | 280 | |||||
Interest | $ | 874 | $ | 1,549 | $ | 2,087 | |||||
Leasing: | |||||||||||
Salaries, commissions and benefits | $ | 5,261 | $ | 5,336 | $ | 4,999 |
(in millions of dollars) | As of December 31, 2013 | As of December 31, 2012 | |||||
Aggregate cost basis for federal income tax purposes | $ | 3,710.1 | $ | 3,979.2 | |||
Aggregate depreciated basis for federal income tax purposes | $ | 2,692.9 | $ | 2,908.5 |
For the Year Ended December 31, | |||||||||||
2013 | 2012 | 2011 | |||||||||
Ordinary income | $ | — | $ | — | $ | 0.37 | |||||
Capital gains | — | — | 0.01 | ||||||||
Non-dividend distributions | 0.74 | 0.63 | 0.22 | ||||||||
$ | 0.74 | $ | 0.63 | $ | 0.60 |
For the Year Ended December 31, | |||||||
2013 | 2012 | ||||||
Series A Preferred Share Dividends | |||||||
Ordinary income | $ | 1.96 | $ | — | |||
Capital gains | — | — | |||||
Non-dividend distributions | 0.10 | 1.35 | |||||
$ | 2.06 | $ | 1.35 | ||||
Series B Preferred Share Dividends | |||||||
Ordinary income | $ | 1.75 | $ | — | |||
Capital gains | — | — | |||||
Non-dividend distributions | 0.09 | 0.33 | |||||
$ | 1.84 | $ | 0.33 |
As of December 31, | |||||||
(in thousands of dollars) | 2013 | 2012 | |||||
Buildings, improvements and construction in progress | $ | 3,049,758 | $ | 2,996,301 | |||
Land, including land held for development | 478,110 | 481,239 | |||||
Total investments in real estate | 3,527,868 | 3,477,540 | |||||
Accumulated depreciation | (1,012,746 | ) | (907,928 | ) | |||
Net investments in real estate | $ | 2,515,122 | $ | 2,569,612 |
For the Year Ended December 31, | |||||||||||
(in thousands of dollars) | 2013 | 2012 | 2011 | ||||||||
Chambersburg Mall(1) | $ | 23,662 | $ | — | $ | — | |||||
Phillipsburg Mall(1) | — | 3,805 | 27,977 | ||||||||
North Hanover Mall(2) | 6,304 | — | 24,134 | ||||||||
Other(1) | — | — | 225 | ||||||||
Total Impairment of Assets | $ | 29,966 | $ | 3,805 | $ | 52,336 |
For the Year Ended December 31, | |||||||||||
(in thousands of dollars) | 2013 | 2012 | 2011 | ||||||||
Real estate revenue | $ | 10,014 | $ | 33,046 | $ | 35,270 | |||||
Expenses: | |||||||||||
Operating expenses | (4,288 | ) | (15,340 | ) | (15,842 | ) | |||||
Depreciation and amortization | (1,161 | ) | (8,877 | ) | (12,402 | ) | |||||
Interest expense | (1,753 | ) | (4,202 | ) | (5,108 | ) | |||||
Total expenses | (7,202 | ) | (28,419 | ) | (33,352 | ) | |||||
Operating results from discontinued operations | 2,812 | 4,627 | 1,918 | ||||||||
Impairment of assets of discontinued operations | (23,662 | ) | (3,805 | ) | (27,977 | ) | |||||
Gains on sales of discontinued operations | 78,512 | 947 | — | ||||||||
Income (loss) from discontinued operations | $ | 57,662 | $ | 1,769 | $ | (26,059 | ) |
Sale Date | Property and Location | Description of Real Estate Sold | Capitalization Rate | Sale Price | Gain/ (Loss) | ||||||||||
(in millions of dollars) | |||||||||||||||
2013 Activity: | |||||||||||||||
January | Phillipsburg Mall, Phillipsburg, New Jersey | Mall(1) | 9.8 | % | $ | 11.5 | $ | — | |||||||
Paxton Towne Centre, Harrisburg, Pennsylvania | Power center(2)(3) | 6.9 | % | 76.8 | 32.7 | ||||||||||
February | Orlando Fashion Square, Orlando, Florida | Mall(4) | 9.8 | % | 35.0 | 0.7 | |||||||||
September | Commons at Magnolia, Florence, South Carolina | Strip Center(5) | 8.9 | % | 12.3 | 4.3 | |||||||||
Christiana Center, Newark, Delaware | Power Center(2)(5)(6) | 6.5 | % | 75.0 | 40.8 | ||||||||||
November | Chambersburg Mall, Chambersburg, Pennsylvania | Mall(7) | NM(8) | 8.5 | — | ||||||||||
2011 Activity: | |||||||||||||||
May | Voorhees Town Center, Voorhees, New Jersey | Condominium interest in the mall | — | 5.9 | 0.7 | ||||||||||
May | Pitney Road Plaza, Lancaster, Pennsylvania | Parcel and land improvements | — | 1.4 | 0.7 | ||||||||||
December | New River Valley Mall, Christiansburg, Virginia | Unimproved land parcel | — | 0.2 | 0.1 |
(1) | We used proceeds of $11.5 million plus $4.5 million of available working capital to pay for the release of the lien on this collateral property, which secured a portion of our 2010 Credit Facility (as defined in note 4). |
(2) | We divested goodwill of $0.7 million and $0.8 million in connection with the dispositions of Paxton Towne Centre and Christiana Center, respectively. |
(3) | We used proceeds from the sale of this property to repay the $50.0 million mortgage loan secured by the property. |
(4) | We used proceeds of $35.0 million plus a nominal amount of available working capital to pay for the release of the lien on this collateral property, which secured a portion of our 2010 Credit Facility. |
(5) | We used combined proceeds from the sales of these properties to repay $35.0 million of amounts outstanding under our 2013 Revolving Facility and we used the remaining proceeds for general corporate purposes. |
(6) | The buyer of this property assumed the $49.2 million mortgage loan secured by this property. |
(7) | In the third quarter of 2013, we recorded a loss on impairment of assets at Chambersburg Mall of $23.7 million. We used proceeds from the sale of this property for general corporate purposes. |
(8) | The capitalization rate was not meaningful in the context of this transaction. |
As of December 31, | |||||||
(in millions of dollars) | 2013 | 2012 | |||||
Construction in progress | $ | 68.8 | $ | 68.6 | |||
Land held for development | 8.7 | 13.2 | |||||
Deferred costs and other assets | 1.1 | 3.7 | |||||
Total capitalized construction and development activities | $ | 78.6 | $ | 85.5 |
As of December 31, | |||||||
(in thousands of dollars) | 2013 | 2012 | |||||
ASSETS: | |||||||
Investments in real estate, at cost: | |||||||
Retail properties | $ | 416,964 | $ | 414,515 | |||
Construction in progress | 2,298 | 2,003 | |||||
Total investments in real estate | 419,262 | 416,518 | |||||
Accumulated depreciation | (169,369 | ) | (157,361 | ) | |||
Net investments in real estate | 249,893 | 259,157 | |||||
Cash and cash equivalents | 15,327 | 9,833 | |||||
Deferred costs and other assets, net | 19,474 | 18,605 | |||||
Total assets | 284,694 | 287,595 | |||||
LIABILITIES AND PARTNERS’ EQUITY (DEFICIT): | |||||||
Mortgage loans | 398,717 | 405,297 | |||||
Other liabilities | 9,667 | 9,130 | |||||
Total liabilities | 408,384 | 414,427 | |||||
Net deficit | (123,690 | ) | (126,832 | ) | |||
Partners’ share | (66,325 | ) | (67,735 | ) | |||
Company’s share | (57,365 | ) | (59,097 | ) | |||
Excess investment(1) | 8,837 | 9,078 | |||||
Net investments and advances | $ | (48,528 | ) | $ | (50,019 | ) | |
Investment in partnerships, at equity | $ | 15,963 | $ | 14,855 | |||
Distributions in excess of partnership investments | (64,491 | ) | (64,874 | ) | |||
Net investments and advances | $ | (48,528 | ) | $ | (50,019 | ) |
(1) | Excess investment represents the unamortized difference between our investment and our share of the equity in the underlying net investment in the partnerships. The excess investment is amortized over the life of the properties, and the amortization is included in “Equity in income of partnerships.” |
For the Year Ended December 31, | |||||||||||
(in thousands of dollars) | 2013 | 2012 | 2011 | ||||||||
Real estate revenue | $ | 81,020 | $ | 77,533 | $ | 76,134 | |||||
Expenses: | |||||||||||
Operating expenses | (24,104 | ) | (23,023 | ) | (22,994 | ) | |||||
Interest expense | (22,228 | ) | (22,573 | ) | (22,789 | ) | |||||
Depreciation and amortization | (14,401 | ) | (14,447 | ) | (15,894 | ) | |||||
Total expenses | (60,733 | ) | (60,043 | ) | (61,677 | ) | |||||
Net income | 20,287 | 17,490 | 14,457 | ||||||||
Less: Partners’ share | (10,096 | ) | (8,738 | ) | (7,189 | ) | |||||
Company’s share | 10,191 | 8,752 | 7,268 | ||||||||
Amortization of excess investment | (413 | ) | (414 | ) | (633 | ) | |||||
Equity in income of partnerships | $ | 9,778 | $ | 8,338 | $ | 6,635 |
Company’s Proportionate Share | |||||||||||||||
(in thousands of dollars) For the Year Ending December 31, | Principal Amortization | Balloon Payments | Total | Property Total | |||||||||||
2014 | $ | 3,411 | $ | — | $ | 3,411 | $ | 6,870 | |||||||
2015 | 3,452 | 35,221 | 38,673 | 77,395 | |||||||||||
2016 | 3,004 | — | 3,004 | 6,056 | |||||||||||
2017 | 3,145 | 3,283 | 6,428 | 14,527 | |||||||||||
2018 | 3,184 | 4,145 | 7,329 | 14,658 | |||||||||||
2019 and thereafter | 8,948 | 130,658 | 139,606 | 279,211 | |||||||||||
$ | 25,144 | $ | 173,307 | $ | 198,451 | $ | 398,717 |
(in thousands of dollars) | As of or for the Year Ended December 31, 2013 | |||
Total assets | $ | 60,653 | ||
Mortgages payable | 133,542 | |||
Revenues | 36,030 | |||
Property operating expenses | 9,817 | |||
Interest expense | 7,962 | |||
Net income | 14,759 | |||
PREIT's share of equity in income of partnership | 7,380 |
Financing Date | Property | Amount Financed or Extended (in millions of dollars) | Stated Interest Rate | Maturity | |||||
2012 Activity: | |||||||||
July | Pavilion East(1) | $ | 9.4 | LIBOR plus 2.75% | August 2017 |
(1) | The unconsolidated entity that owns Pavilion East entered into the mortgage loan. Our interest in the unconsolidated entity is 40%. The mortgage loan has a term of five years. In connection with this new mortgage loan financing, the unconsolidated entity repaid the previous $9.2 million mortgage loan using proceeds from the new mortgage loan. |
Level | Ratio of Total Liabilities to Gross Asset Value | Applicable Margin | |
1 | Less than 0.450 to 1.00 | 1.50 | % |
2 | Equal to or greater than 0.450 to 1.00 but less than 0.500 to 1.00 | 1.70 | % |
3 | Equal to or greater than 0.500 to 1.00 but less than 0.550 to 1.00 | 1.85 | % |
4 | Equal to or greater than 0.550 to 1.00 | 2.05 | % |
Level | Ratio of Total Liabilities to Gross Asset Value | 5 Year Term Loan Applicable Margin | 7 Year Term Loan Applicable Margin |
1 | Less than 0.450 to 1.00 | 1.35% | 1.80% |
2 | Equal to or greater than 0.450 to 1.00 but less than 0.500 to 1.00 | 1.45% | 1.95% |
3 | Equal to or greater than 0.500 to 1.00 but less than 0.550 to 1.00 | 1.60% | 2.15% |
4 | Equal to or greater than 0.550 to 1.00 | 1.90% | 2.35% |
(in millions of dollars) | 5 Year Term Loan | 7 Year Term Loan | |||||
Total facility | $ | 150.0 | $ | 100.0 | |||
Initial borrowing | $ | 100.0 | $ | 30.0 | |||
Initial interest rate | 1.61 | % | 2.11 | % | |||
Maturity date | January 2019 | January 2021 |
(in thousands of dollars) For the Year Ending December 31, | Principal Amortization | Balloon Payments(1) | Total | ||||||||
2014 | $ | 17,457 | $ | 51,000 | $ | 68,457 | |||||
2015 | 22,198 | 270,799 | 292,997 | ||||||||
2016 | 13,321 | 243,745 | 257,066 | ||||||||
2017 | 12,401 | 150,000 | 162,401 | ||||||||
2018 | 12,075 | 141,532 | 153,607 | ||||||||
2019 and thereafter | 47,477 | 520,645 | 568,122 | ||||||||
$ | 124,929 | $ | 1,377,721 | $ | 1,502,650 |
2013 | 2012 | ||||||||||||||
(in millions of dollars) | Carrying Value | Fair Value | Carrying Value | Fair Value | |||||||||||
Mortgage loans | $ | 1,502.7 | $ | 1,467.9 | $ | 1,718.1 | $ | 1,739.1 |
Financing Date | Property | Amount Financed or Extended (in millions of dollars) | Stated Interest Rate | Maturity | |||
2013 Activity: | |||||||
February | Francis Scott Key Mall(1)(2) | $62.6 | LIBOR plus 2.60% | March 2018 | |||
February | Lycoming Mall(3) | 35.5 | LIBOR plus 2.75% | March 2018 | |||
February | Viewmont Mall(1) | 48.0 | LIBOR plus 2.60% | March 2018 | |||
March | Dartmouth Mall | 67.0 | 3.97% fixed | April 2018 | |||
September | Logan Valley Mall(4) | 51.0 | LIBOR plus 2.10% | September 2014 | |||
December | Wyoming Valley Mall(5) | 78.0 | 5.17% fixed | December 2023 | |||
2012 Activity: | |||||||
January | New River Valley Mall(6) | 28.1 | LIBOR plus 3.00% | January 2019 | |||
February | Capital City Mall | 65.8 | 5.30% fixed | March 2022 | |||
July | Christiana Center(7) | 50.0 | 4.64% fixed | August 2022 | |||
August | Cumberland Mall | 52.0 | 4.40% fixed | August 2022 | |||
August | Cherry Hill Mall(8) | 300.0 | 3.90% fixed | September 2022 |
(1) | Interest only payments. |
(2) | The mortgage loan may be increased by $7.9 million subject to certain prescribed conditions. |
(3) | The initial amount of the mortgage loan was $28.0 million. We took additional draws of $5.0 million in October 2009 and $2.5 million in March 2010. The mortgage loan was amended in February 2013 to lower the interest rate to LIBOR plus 2.75% and to extend the maturity date to March 2018. In February 2013, the unamortized balance of the mortgage loan was $33.4 million before we borrowed an additional $2.1 million to bring the total amount financed to $35.5 million. |
(4) | The initial amount of the mortgage loan was $68.0 million. We repaid $5.0 million in September 2011 and $12.0 million in September 2013. We exercised our right under the loan in September 2013 to extend the maturity date to September 2014. |
(5) | Interest only payments until March 2015. Principal and interest payments commencing in April 2015. |
(6) | Extension option modified the mortgage rate and payment terms. Interest only payments for the first five years. Principal and interest commence January 2017 based on a 25 year amortization schedule, with a balloon payment due in January 2019. |
(7) | The property was sold in September 2013 and the buyer assumed the remaining $49.2 million mortgage loan. |
(8) | Interest only payments for the first two years. Principal and interest payments commencing on October 1, 2014, with a balloon payment due in September 2022. |
(in millions of dollars) Notional Value | Fair Value at December 31, 2013(1) | Fair Value at December 31, 2012(1) | Interest Rate | Maturity Date | ||||||||
Interest Rate Swaps | ||||||||||||
60.0 | N/A | $ | (0.2 | ) | 1.74 | % | March 11, 2013 | |||||
200.0 | N/A | (1.0 | ) | 2.96 | % | March 11, 2013 | ||||||
40.0 | N/A | (0.1 | ) | 1.82 | % | March 11, 2013 | ||||||
65.0 | N/A | (1.5 | ) | 3.60 | % | September 9, 2013 | ||||||
68.0 | N/A | (1.6 | ) | 3.69 | % | September 9, 2013 | ||||||
35.0 | N/A | (1.4 | ) | 3.73 | % | September 9, 2013 | ||||||
55.0 | N/A | (1.3 | ) | 2.90 | % | November 29, 2013 | ||||||
48.0 | N/A | (1.2 | ) | 2.90 | % | November 29, 2013 | ||||||
25.0 | $ | (0.3 | ) | (0.5 | ) | 1.10 | % | July 31, 2016 | ||||
28.1 | (0.5 | ) | (0.9 | ) | 1.38 | % | January 2, 2017 | |||||
34.9 | 0.2 | N/A | 3.72 | % | December 1, 2017 | |||||||
7.6 | 0.1 | N/A | 1.00 | % | January 1, 2018 | |||||||
48.0 | 0.2 | N/A | 1.12 | % | January 1, 2018 | |||||||
55.0 | 0.2 | N/A | 1.12 | % | January 1, 2018 | |||||||
$ | (0.1 | ) | $ | (9.7 | ) |
(1) | As of December 31, 2013 and December 31, 2012, derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy. As of December 31, 2013 and December 31, 2012, we do not have any significant recurring fair value measurements related to derivative instruments using significant unobservable inputs (Level 3). |
For the Year Ended December 31, | Consolidated Statements of Operations Location | ||||||||||||
2013 | 2012 | 2011 | |||||||||||
Derivatives in cash flow hedging relationships: | |||||||||||||
Interest rate products | |||||||||||||
Gain (loss) recognized in Other Comprehensive Income (Loss) on derivatives | $ | 8.2 | $ | (3.8 | ) | $ | (11.1 | ) | N/A | ||||
Loss reclassified from Accumulated Other Comprehensive Income (Loss) into income (effective portion) | 9.9 | 18.8 | 17.2 | Interest expense | |||||||||
Gain (loss) recognized in income on derivatives (ineffective portion and amount excluded from effectiveness testing) | (3.4 | ) | (1.2 | ) | — | Interest expense |
Shares | Weighted Average Grant Date Fair Value | |||||
Unvested at January 1, 2011 | 1,159,749 | $ | 11.39 | |||
Shares granted | 358,234 | 14.50 | ||||
Shares vested | (525,202 | ) | 11.20 | |||
Shares forfeited | (42,555 | ) | 11.89 | |||
Unvested at December 31, 2011 | 950,226 | $ | 12.65 | |||
Shares granted | 459,526 | 14.46 | ||||
Shares vested | (664,574 | ) | 11.50 | |||
Shares forfeited | (20,442 | ) | 14.22 | |||
Unvested at December 31, 2012 | 724,736 | $ | 14.81 | |||
Shares granted | 253,920 | 18.54 | ||||
Shares vested | (392,917 | ) | 13.74 | |||
Shares forfeited | (2,300 | ) | 16.41 | |||
Unvested as of December 31, 2013 | 583,439 | $ | 17.15 |
(in thousands of dollars) For the Year Ending December 31, | Future Compensation Expense | ||
2014 | $ | 3,044 | |
2015 | 1,336 | ||
2016 | 176 | ||
Total | $ | 4,556 |
RSUs and assumptions by Grant Date | |||||||||||
February 27, 2013 | April 23, 2012 | April 9, 2012 | March 10, 2011 | ||||||||
RSUs granted | 112,898 | 80,744 | 134,761 | 220,766 | |||||||
Volatility | 44.7 | % | 57.2 | % | 61.5 | % | 95.3 | % | |||
Risk free interest rate | 0.36 | % | 0.39 | % | 0.46 | % | 1.13 | % | |||
PREIT Stock Beta compared to Dow Jones US Real Estate Index | 1.472 | 1.457 | 1.495 | 1.280 |
(in thousands of dollars) For the Year Ending December 31, | Future Compensation Expense | ||
2014 | $ | 477 | |
2015 | 55 | ||
Total | $ | 532 |
Weighted Average Exercise Price/ Total | 2003 Equity Incentive Plan | 1990 Non-Employee Trustee Plan | |||||||||
Options outstanding at January 1, 2011 | 44,793 | 17,293 | 27,500 | ||||||||
Options forfeited | $ | 21.19 | (1,361 | ) | (12,500 | ) | |||||
Options outstanding at December 31, 2011 | 30,932 | 15,932 | 15,000 | ||||||||
Options forfeited | $ | 22.55 | (932 | ) | — | ||||||
Options granted | $ | 12.87 | 5,000 | — | |||||||
Options exercised | $ | 5.41 | (5,000 | ) | — | ||||||
Options outstanding at December 31, 2012 | 30,000 | 15,000 | 15,000 | ||||||||
Options forfeited | $ | 32.89 | — | (15,000 | ) | ||||||
Options granted | $ | 20.40 | 5,000 | — | |||||||
Options outstanding at December 31, 2013(1) | 20,000 | 20,000 | — | ||||||||
Outstanding exercisable and unexercisable options | |||||||||||
Average exercise price per share | $ | 26.45 | $ | 26.45 | $ | — | |||||
Aggregate exercise price(2) | $ | 529 | $ | 529 | $ | — | |||||
Intrinsic value of options outstanding(2) | $ | 31 | $ | 31 | $ | — | |||||
Outstanding exercisable options at December 31, 2013 | |||||||||||
Options | 11,250 | 11,250 | — | ||||||||
Average exercise price per share | $ | 33.67 | $ | 33.67 | $ | — | |||||
Aggregate exercise price(2) | $ | 379 | $ | 379 | $ | — | |||||
Intrinsic value of options outstanding(2) | $ | 8 | $ | 8 | $ | — |
(1) | The weighted average remaining contractual life of these outstanding options is 8.94 years (weighted average exercise price of $26.45 per share and an aggregate exercise price of $0.5 million). |
(2) | Amounts in thousands of dollars. |
Options Outstanding as of December 31, 2013 | Options Exercisable as of December 31, 2013 | ||||||||||||||
Range of Exercise Prices (Per Share) | Number of Shares | Weighted Average Exercise Price (Per Share) | Number of Shares | Weighted Average Exercise Price (Per Share) | Weighted Average Remaining Life (Years) | ||||||||||
$12.87-$18.99 | 5,000 | $ | 12.87 | 1,250 | $ | 12.87 | 8.3 | ||||||||
$19.00-$28.99 | 5,000 | $ | 20.40 | — | $ | — | 9.3 | ||||||||
$29.00-$38.00 | 10,000 | $ | 36.28 | 10,000 | $ | 36.28 | 1.3 |
(in thousands of dollars) For the Year Ending December 31, | |||
2014 | $ | 244,365 | |
2015 | 213,196 | ||
2016 | 177,891 | ||
2017 | 147,707 | ||
2018 | 121,925 | ||
2019 and thereafter | 375,992 | ||
$ | 1,281,076 |
(in thousands of dollars) For the Year Ending December 31, | Operating Leases | Ground Leases | |||||
2014 | $ | 2,111 | $ | 558 | |||
2015 | 1,929 | 558 | |||||
2016 | 1,691 | 552 | |||||
2017 | 1,514 | 543 | |||||
2018 | 1,403 | 527 | |||||
2019 and thereafter | 1,152 | 39,086 | |||||
$ | 9,800 | $ | 41,824 |
(in thousands of dollars, except per share amounts) For the Year Ended December 31, 2013 | 1st Quarter | 2nd Quarter | 3rd Quarter | 4th Quarter(1) | Total | ||||||||||||||
Revenue from continuing operations | $ | 104,065 | $ | 104,943 | $ | 110,274 | $ | 119,396 | $ | 438,678 | |||||||||
Revenue from discontinued operations | 4,143 | 2,746 | 2,491 | 634 | 10,014 | ||||||||||||||
Income (loss) from discontinued operations(2) | 34,276 | 1,000 | 21,978 | 408 | 57,662 | ||||||||||||||
Net income (loss)(3) | 25,807 | (9,009 | ) | 12,584 | 7,831 | 37,213 | |||||||||||||
Net income (loss) attributable to PREIT(3) | 24,802 | (8,695 | ) | 12,202 | 7,550 | 35,859 | |||||||||||||
Income from discontinued operations per share – basic and diluted | 0.59 | 0.02 | 0.32 | 0.01 | 0.87 | ||||||||||||||
Net income (loss) per share – basic and diluted | 0.37 | (0.20 | ) | 0.12 | 0.05 | 0.31 |
(in thousands of dollars, except per share amounts) For the Year Ended December 31, 2012 | 1st Quarter | 2nd Quarter | 3rd Quarter | 4th Quarter(1) | Total | ||||||||||||||
Revenue from continuing operations | $ | 100,835 | $ | 100,576 | $ | 104,194 | $ | 113,742 | $ | 419,347 | |||||||||
Revenue from discontinued operations | 8,277 | 8,033 | 8,174 | 8,562 | 33,046 | ||||||||||||||
Income (loss) from discontinued operations(2) | 1,259 | 912 | 1,344 | (1,746 | ) | 1,769 | |||||||||||||
Net loss(2)(3) | (10,416 | ) | (12,401 | ) | (12,861 | ) | (6,872 | ) | (42,550 | ) | |||||||||
Net loss attributable to PREIT(3) | (9,997 | ) | (11,888 | ) | (12,353 | ) | (6,599 | ) | (40,837 | ) | |||||||||
Income (loss) from discontinued operations per share – basic and diluted | 0.02 | 0.02 | 0.02 | (0.03 | ) | 0.03 | |||||||||||||
Net loss per share – basic and diluted | (0.18 | ) | (0.25 | ) | (0.27 | ) | (0.19 | ) | (0.89 | ) |
(1) | Fourth Quarter revenue includes a significant portion of annual percentage rent as most percentage rent minimum sales levels are met in the fourth quarter. |
(2) | Includes impairments losses on discontinued operations of $23.7 million (3rd Quarter 2013) and $3.8 million (4th Quarter 2012). |
(3) | Includes gains on sales of discontinued operations (before non controlling interest) of $33.4 million (1st Quarter 2013), $45.1 million (3rd Quarter 2013) and $0.9 million (4th Quarter 2012). |
(in thousands of dollars) | Initial Cost of Land | Initial Cost of Building & Improvements | Cost of Improvements Net of Retirements and Impairment Changes | Balance of Land and Land Held for Development | Balance of Building & Improvements and Construction in Progress | Accumulated Depreciation Balance | Current Encumbrance | Date of Acquisition/ Construction | Life of Depre- ciation | ||||||||||||||||||||||
Operating Properties: | |||||||||||||||||||||||||||||||
Beaver Valley Mall | $ | 10,822 | $ | 42,877 | $ | 18,434 | $ | 10,550 | $ | 61,583 | $ | (27,238 | ) | $ | — | 2002 | 30 | ||||||||||||||
Capital City Mall | 11,642 | 65,575 | 21,087 | 11,642 | 86,662 | (30,772 | ) | 64,137 | 2003 | 40 | |||||||||||||||||||||
Cherry Hill Mall | 29,938 | 185,611 | 245,577 | 48,608 | 412,518 | (139,719 | ) | 300,000 | 2003 | 40 | |||||||||||||||||||||
Plaza at Magnolia | 1,132 | 3,407 | (2,651 | ) | 971 | 917 | (189 | ) | — | 2004 | 20 | ||||||||||||||||||||
Crossroads Mall | 5,054 | 22,496 | 20,300 | 5,627 | 42,223 | (12,959 | ) | — | 2003 | 40 | |||||||||||||||||||||
Cumberland Mall | 8,711 | 43,889 | 13,946 | 9,842 | 56,704 | (15,102 | ) | 50,381 | 2005 | 40 | |||||||||||||||||||||
Dartmouth Mall | 7,015 | 28,328 | 28,499 | 7,015 | 56,827 | (30,532 | ) | 66,152 | 1998 | 40 | |||||||||||||||||||||
Exton Square Mall | 21,460 | 121,326 | 13,140 | 22,156 | 133,770 | (37,154 | ) | — | 2003 | 40 | |||||||||||||||||||||
Francis Scott Key Mall | 9,786 | 47,526 | 24,538 | 9,987 | 71,863 | (25,159 | ) | 62,625 | 2003 | 40 | |||||||||||||||||||||
Gadsden Mall | 8,842 | 42,681 | 11,842 | 8,617 | 54,748 | (14,276 | ) | — | 2005 | 40 | |||||||||||||||||||||
The Gallery at Market East(1) | 6,781 | 95,599 | 150,214 | 24,335 | 228,259 | (46,201 | ) | 26,190 | 2003 | 40 | |||||||||||||||||||||
Jacksonville Mall | 9,974 | 47,802 | 24,319 | 9,974 | 72,121 | (24,214 | ) | — | 2003 | 40 | |||||||||||||||||||||
Logan Valley Mall | 13,267 | 68,449 | 16,296 | 13,267 | 84,745 | (29,457 | ) | 51,000 | 2003 | 40 | |||||||||||||||||||||
Lycoming Mall | 10,274 | 43,440 | 26,332 | 10,793 | 69,253 | (23,792 | ) | 34,857 | 2003 | 40 | |||||||||||||||||||||
Magnolia Mall | 9,279 | 44,165 | 36,334 | 15,204 | 74,574 | (33,627 | ) | 57,043 | 1998 | 40 | |||||||||||||||||||||
Monroe Marketplace | 4,850 | — | (1,454 | ) | 3,130 | 266 | (34 | ) | — | 2006 | N/A | ||||||||||||||||||||
Moorestown Mall | 11,368 | 62,995 | 43,736 | 11,368 | 106,731 | (33,447 | ) | — | 2003 | 40 | |||||||||||||||||||||
New River Valley Mall | 4,751 | 22,808 | 31,610 | 4,786 | 54,383 | (24,375 | ) | 28,050 | 2003 | 40 | |||||||||||||||||||||
Nittany Mall | 6,064 | 30,283 | 8,107 | 5,146 | 39,308 | (12,960 | ) | — | 2003 | 40 | |||||||||||||||||||||
North Hanover Mall | 4,565 | 20,990 | (2,703 | ) | 1,605 | 21,247 | (6,747 | ) | — | 2003 | 20 | ||||||||||||||||||||
Palmer Park Mall | 3,747 | 18,805 | 12,315 | 3,747 | 31,120 | (14,320 | ) | — | 2003 | 40 | |||||||||||||||||||||
Patrick Henry Mall | 16,075 | 86,643 | 41,613 | 16,397 | 127,934 | (47,753 | ) | 87,288 | 2003 | 40 | |||||||||||||||||||||
Pitney Road Plaza land | 905 | — | (529 | ) | 301 | 75 | — | — | 2006 | N/A | |||||||||||||||||||||
Plymouth Meeting Mall | 29,265 | 58,388 | 85,471 | 29,947 | 143,177 | (46,951 | ) | — | 2003 | 40 | |||||||||||||||||||||
The Mall at Prince Georges | 13,065 | 57,686 | 32,711 | 13,066 | 90,396 | (42,357 | ) | 150,000 | 1998 | 40 | |||||||||||||||||||||
South Mall(2) | 7,369 | 20,720 | 8,016 | 7,990 | 28,115 | (8,710 | ) | — | 2003 | 40 | |||||||||||||||||||||
Sunrise Plaza land | 1,739 | — | (902 | ) | 837 | — | — | — | 2005 | N/A | |||||||||||||||||||||
Swedes Square land | 189 | — | 13 | 202 | — | — | — | 2004 | N/A | ||||||||||||||||||||||
Uniontown Mall | — | 30,761 | 12,276 | — | 43,037 | (14,285 | ) | — | 2003 | 40 | |||||||||||||||||||||
Valley Mall | 13,187 | 60,658 | 24,452 | 13,187 | 85,110 | (28,898 | ) | 82,503 | 2003 | 40 | |||||||||||||||||||||
Valley View Mall | 9,880 | 46,817 | 13,228 | 9,936 | 59,989 | (18,212 | ) | 30,617 | 2003 | 40 | |||||||||||||||||||||
Viewmont Mall | 12,505 | 61,519 | 18,862 | 12,606 | 80,280 | (26,362 | ) | 48,000 | 2003 | 40 | |||||||||||||||||||||
Voorhees Town Center | 2,506 | 7,807 | 69,877 | 4,256 | 75,934 | (22,989 | ) | — | 2003 | 40 | |||||||||||||||||||||
Washington Crown Center | 5,460 | 27,136 | 11,380 | 5,580 | 38,396 | (15,369 | ) | — | 2003 | 40 | |||||||||||||||||||||
Willow Grove Park | 26,748 | 131,189 | 74,162 | 36,188 | 195,911 | (65,183 | ) | 139,397 | 2003 | 40 | |||||||||||||||||||||
Wiregrass Commons | 5,103 | 28,758 | 21,024 | 7,923 | 46,962 | (14,744 | ) | — | 2003 | 40 | |||||||||||||||||||||
Woodland Mall | 35,540 | 124,504 | 31,737 | 17,577 | 174,204 | (44,730 | ) | 146,410 | 2005 | 40 | |||||||||||||||||||||
Wyoming Valley Mall | 14,153 | 73,035 | 22,960 | 13,302 | 96,846 | (33,929 | ) | 78,000 | 2003 | 40 | |||||||||||||||||||||
Development Properties: | |||||||||||||||||||||||||||||||
White Clay Point land | 31,000 | 11,803 | (8,017 | ) | 31,423 | 3,363 | — | — | 2005 | N/A | |||||||||||||||||||||
Springhills land | 21,555 | 9,827 | (12,153 | ) | 19,022 | 207 | — | — | 2006 | N/A | |||||||||||||||||||||
Investment In Real Estate | $ | 445,566 | $ | 1,896,303 | $ | 1,185,999 | $ | 478,110 | $ | 3,049,758 | $ | (1,012,746 | ) | $ | 1,502,650 |
(in thousands of dollars) Total Real Estate Assets: | For the Year Ended December 31, | ||||||||||
2013 | 2012 | 2011 | |||||||||
Balance, beginning of year | $ | 3,477,540 | $ | 3,576,997 | $ | 3,587,468 | |||||
Improvements and development | 79,345 | 77,040 | 60,633 | ||||||||
Acquisitions | 59,078 | — | — | ||||||||
Impairment of assets | (37,708 | ) | (3,805 | ) | (63,909 | ) | |||||
Dispositions | (45,047 | ) | (89 | ) | (6,876 | ) | |||||
Write-off of fully depreciated assets | (5,340 | ) | (13,216 | ) | (319 | ) | |||||
Reclassification to held for sale | — | (159,387 | ) | — | |||||||
Balance, end of year | $ | 3,527,868 | $ | 3,477,540 | $ | 3,576,997 | |||||
Balance, end of year – held for sale | $ | — | $ | 159,387 | $ | — |
(in thousands of dollars) Accumulated Depreciation: | For the Year Ended December 31, | ||||||||||
2013 | 2012 | 2011 | |||||||||
Balance, beginning of year | $ | 907,928 | $ | 844,010 | $ | 729,086 | |||||
Depreciation expense | 132,114 | 127,591 | 127,728 | ||||||||
Impairment of assets | (7,742 | ) | — | (11,573 | ) | ||||||
Dispositions | (14,214 | ) | — | (912 | ) | ||||||
Write-off of fully depreciated assets | (5,340 | ) | (13,216 | ) | (319 | ) | |||||
Reclassification to held for sale | — | (50,457 | ) | — | |||||||
Balance, end of year | $ | 1,012,746 | $ | 907,928 | $ | 844,010 | |||||
Balance, end of year – held for sale | $ | — | $ | 50,457 | $ | — |
Exhibit Number | Description | |
10.6 | First Amendment to Credit Agreement dated December 24, 2013 by and among PREIT Associates, L.P., PREIT-RUBIN, Inc., PREIT and the financial institutions party thereto. | |
10.7 | Five Year Term Loan Agreement dated as of January 8, 2014 by and among PREIT Associates, L.P., PREIT-RUBIN, Inc., PREIT and the financial institutions party thereto. | |
10.8 | Five Year Term Loan Guaranty dated as of January 8, 2014 in favor of Wells Fargo Bank, National Association, executed by certain direct and indirect subsidiaries of PREIT Associates, L.P. | |
10.9 | Seven Year Term Loan Agreement dated as of January 8, 2014 by and among PREIT Associates, L.P., PREIT-RUBIN, Inc., PREIT and the financial institutions party thereto. | |
10.10 | Seven Year Term Loan Guaranty dated as of January 8, 2014 in favor of Wells Fargo Bank, National Association, executed by certain direct and indirect subsidiaries of PREIT Associates, L.P. | |
21 | Direct and Indirect Subsidiaries of the Registrant. | |
23.1 | Consent of KPMG LLP (Independent Registered Public Accounting Firm). | |
24 | Power of Attorney (included on signature page to this Form 10-K). | |
31.1 | Certification Pursuant to Exchange Act Rules 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
31.2 | Certification Pursuant to Exchange Act Rules 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
32.1 | Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
32.2 | Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
101 | Pursuant to Rule 405 of Regulation S-T, the following financial information from the Company’s Annual Report on Form 10-K for the period ended December 31, 2013 is formatted in XBRL interactive data files: (i) Consolidated Balance Sheets as of December 31, 2013 and 2012; (ii) Consolidated Statements of Operations for the years ended December 31, 2013, 2012 and 2011; (iii) Consolidated Statements of Comprehensive Income for the years ended December 31, 2013, 2012 and 2011; (iv) Consolidated Statements of Equity for the years ended December 31, 2013, 2012 and 2011; (v) Consolidated Statements of Cash Flows for the years ended December 31, 2013, 2012 and 2011; and (vi) Notes to Consolidated Financial Statements. |
Level | Ratio of Total Liabilities to Gross Asset Value | Applicable Margin |
1 | Less than 0.450 to 1.00 | 1.50% |
2 | Equal to or greater than 0.450 to 1.00 but less than 0.500 to 1.00 | 1.70% |
3 | Equal to or greater than 0.500 to 1.00 but less than 0.550 to 1.00 | 1.85% |
4 | Equal to or greater than 0.550 | 2.05% |
Level | Credit Rating (S&P/Fitch/Moody’s) | Applicable Margin |
1 | BBB+/Baa1 or better | 1.00% |
2 | BBB/Baa2 | 1.10% |
3 | BBB-/Baa3 | 1.30% |
4 | Lower than BBB-/Baa3 or not rated | 1.70% |
Level | Facility Fee |
1 | 0.150% |
2 | 0.200% |
3 | 0.300% |
4 | 0.350% |
1. | 1150 Plymouth Associates, Inc. |
2. | Beverage Two, LLC |
3. | Capital City Beverage Enterprises, Inc. |
4. | Echelon Beverage LLC |
5. | Exton License, Inc. |
6. | Moorestown Beverage I, LLC |
7. | Moorestown Beverage II, LLC |
8. | Plymouth License III LLC |
9. | Plymouth License IV LLC |
10. | PR Acquisition Sub LLC |
11. | PR Advisors GP, LLC |
12. | PR BOS GP, LLC |
13. | PR BOS LP |
14. | PR GC Inc. |
15. | PR Gloucester LLC |
16. | PR Holding Sub Limited Partnership |
17. | PR Holding Sub LLC |
18. | PR Lycoming Service Associates |
19. | PR Outdoor, L.P. |
20. | PR Outdoor, LLC |
21. | PR Services Corporation |
22. | PR Valley View Downs Limited Partnership |
23. | PR Valley View Downs LLC |
24. | PREIT Advisors, LLC |
25. | PREIT Capital Advisors, LP |
26. | PREIT CDE LLC |
27. | PREIT Protective Trust 1 |
28. | PREIT Services, LLC |
29. | PREIT TRS, Inc. |
1. | 801 Market – Retail |
2. | 907 Market Street |
3. | Crossroads Mall |
4. | Exton Square Mall |
5. | Gadsden Mall |
6. | Jacksonville Mall |
7. | Moorestown Mall |
8. | Nittany Mall |
9. | One Cherry Hill |
10. | Palmer Park Mall |
11. | Plaza at Magnolia |
12. | Plymouth Meeting Mall |
13. | South Mall |
14. | The Gallery at Market East |
15. | The Gallery at Market East II |
16. | Uniontown Mall |
17. | Voorhees Town Center |
18. | Washington Crown Center |
19. | Westgate Pad |
20. | Wiregrass Commons |
Borrower: PREIT Associates, L.P., PREIT-RUBIN, Inc. and Pennsylvania Real Estate Investment Trust |
Administrative Agent: Wells Fargo Bank, National Association |
Loan: Loan Number 1009394 made pursuant to that certain Credit Agreement dated as of April 17, 2013 by and among the Borrower, the Administrative Agent, the Lenders party thereto and the other parties party thereto (as amended from time to time, the “Credit Agreement”) |
Effective Date: INSERT DATE |
Check applicable box: New – This is the first Disbursement Instruction Agreement submitted in connection with the Loan. Replace Previous Agreement – This is a replacement Disbursement Instruction Agreement. All prior instructions submitted in connection with this Loan are cancelled as of the Effective Date set forth above. |
(1) | to designate an individual or individuals with authority to request disbursements of Loan proceeds, whether at the time of Loan closing/origination or thereafter; |
(2) | to designate an individual or individuals with authority to request disbursements of funds from Restricted Accounts (as defined in the Terms and Conditions attached to this Agreement), if applicable; and |
(3) | to provide Administrative Agent with specific instructions for wiring or transferring funds on Borrower’s behalf. |
Disbursements of Loan Proceeds Subsequent to Loan Closing/Origination | ||
Subsequent Disbursement Authorizers: Administrative Agent is authorized to accept one or more Disbursement Requests from any of the individuals named below (each, a “Subsequent Disbursement Authorizer”) to disburse Loan proceeds after the date of the Loan origination/closing and to initiate Disbursements in connection therewith (each, a “Subsequent Disbursement”): | ||
Individual’s Name | Title | |
1. | ||
2. | ||
3. | ||
Describe Restrictions, if any, on the authority of the Subsequent Disbursement Authorizers (dollar amount limits, wire/deposit destinations, etc.): DESCRIBE APPLICABLE RESTRICTIONS OR INDICATE “N/A” If there are no restrictions described here, any Subsequent Disbursement Authorizer may submit a Disbursement Request for all available Loan proceeds. |
Permitted Wire Transfers: Disbursement Requests for Subsequent Disbursements to be made by wire transfer must specify the amount and applicable Receiving Party. Each Receiving Party included in any such Disbursement Request must be listed below. Administrative Agent is authorized to use the wire instructions that have been provided directly to Administrative Agent by the Receiving Party or Borrower and attached as the Subsequent Disbursement Exhibit. All wire instructions must be in the format specified on the Subsequent Disbursement Exhibit. | |
Names of Receiving Parties for Subsequent Disbursements (may include as many parties as needed; wire instructions for each Receiving Party must be attached as the Subsequent Disbursement Exhibit) | |
1. | |
2. | |
3. |
Direct Deposit: Disbursement Requests for Subsequent Disbursements to be deposited into an account at Wells Fargo Bank, N.A. must specify the amount and applicable account. Each account included in any such Disbursement Request must be listed below. |
Name on Deposit Account: |
Wells Fargo Bank, N.A. Deposit Account Number: |
Further Credit Information/Instructions: |
Transfer/Deposit Funds to (Receiving Party Account Name) |
Receiving Party Deposit Account Number |
Receiving Bank Name, City and State |
Receiving Bank Routing (ABA) Number |
Further identifying information, if applicable (title escrow number, borrower name, loan number, etc.) |
Article I. Definitions | 1 | ||
Section 1.1. Definitions. | 1 | ||
Section 1.2. General; References to Times. | 28 | ||
Article II. Credit Facilities | 29 | ||
Section 2.1. Loans. | 29 | ||
Section 2.2. [Intentionally Omitted]. | 30 | ||
Section 2.3. [Intentionally Omitted]. | 30 | ||
Section 2.4. Rates and Payment of Interest on Loans. | 30 | ||
Section 2.5. Number of Interest Periods. | 31 | ||
Section 2.6. Repayment of Loans. | 31 | ||
Section 2.7. Late Charges. | 31 | ||
Section 2.8. Optional Prepayments. | 31 | ||
Section 2.9. Continuation. | 32 | ||
Section 2.10. Conversion. | 32 | ||
Section 2.11. Notes. | 32 | ||
Section 2.12. [Intentionally Omitted]. | 33 | ||
Section 2.13. [Intentionally Omitted]. | 33 | ||
Section 2.14. Voluntary Reduction of the Commitments. | 33 | ||
Section 2.15. Joint and Several Liability of the Borrower. | 33 | ||
Section 2.16. Actions of the Borrower. | 34 | ||
Section 2.17. [Intentionally Omitted]. | 35 | ||
Section 2.18. Funds Transfer Disbursements. | 35 | ||
Section 2.19. Additional Loans. | 35 | ||
Article III. Payments, Fees and Other General Provisions | 36 | ||
Section 3.1. Payments. | 36 | ||
Section 3.2. Pro Rata Treatment. | 36 | ||
Section 3.3. Sharing of Payments, Etc. | 37 | ||
Section 3.4. Several Obligations. | 37 | ||
Section 3.5. Fees. | 37 | ||
Section 3.6. Computations. | 38 | ||
Section 3.7. Usury. | 38 | ||
Section 3.8. Statements of Account. | 38 | ||
Section 3.9. Defaulting Lenders. | 38 | ||
Section 3.10. Taxes. | 40 | ||
Article IV. Yield Protection, Etc. | 41 | ||
Section 4.1. Additional Costs; Capital Adequacy. | 41 | ||
Section 4.2. Suspension of LIBOR Loans. | 42 | ||
Section 4.3. Illegality. | 43 | ||
Section 4.4. Compensation. | 43 | ||
Section 4.5. Treatment of Affected Loans. | 44 | ||
Section 4.6. Affected Lenders. | 44 | ||
Section 4.7. Assumptions Concerning Funding of LIBOR Loans. | 45 | ||
Section 4.8. Change of Lending Office. | 45 |
Article V. Conditions Precedent | 45 | ||
Section 5.1. Initial Conditions Precedent. | 45 | ||
Section 5.2. Conditions Precedent to All Credit Events. | 47 | ||
Article VI. Representations and Warranties | 48 | ||
Section 6.1. Representations and Warranties. | 48 | ||
Section 6.2. Survival of Representations and Warranties, Etc. | 54 | ||
Article VII. Affirmative Covenants | 54 | ||
Section 7.1. Financial Reporting and Other Information. | 54 | ||
Section 7.2. Preservation of Existence and Similar Matters. | 59 | ||
Section 7.3. Compliance with Applicable Law. | 59 | ||
Section 7.4. Maintenance of Property. | 60 | ||
Section 7.5. Conduct of Business. | 60 | ||
Section 7.6. Insurance. | 60 | ||
Section 7.7. Payment of Taxes and Claims. | 60 | ||
Section 7.8. Books and Records; Visits and Inspections. | 60 | ||
Section 7.9. Use of Proceeds. | 61 | ||
Section 7.10. Environmental Matters. | 61 | ||
Section 7.11. Further Assurances. | 61 | ||
Section 7.12. Material Contracts. | 62 | ||
Section 7.13. REIT Status. | 62 | ||
Section 7.14. Exchange Listing. | 62 | ||
Section 7.15. Guarantors; Release of Guarantors. | 62 | ||
Section 7.16. Release of PREIT-RUBIN, Inc. as Borrower. | 64 | ||
Article VIII. Negative Covenants | 64 | ||
Section 8.1. Financial Covenants. | 64 | ||
Section 8.2. Restricted Payments. | 66 | ||
Section 8.3. Liens; Negative Pledge. | 67 | ||
Section 8.4. Restrictions on Intercompany Transfers. | 67 | ||
Section 8.5. Mergers, Acquisitions and Sales of Assets. | 68 | ||
Section 8.6. Fiscal Year. | 69 | ||
Section 8.7. Modifications of Organizational Documents and Material Contracts. | 69 | ||
Section 8.8. Transactions with Affiliates. | 69 | ||
Section 8.9. Environmental Matters. | 69 | ||
Section 8.10. ERISA Exemptions. | 70 | ||
Section 8.11. Derivatives Contracts. | 70 | ||
Article IX. Default | 70 | ||
Section 9.1. Events of Default. | 70 | ||
Section 9.2. Remedies Upon Event of Default. | 74 | ||
Section 9.3. Remedies Upon Default. | 75 | ||
Section 9.4. Marshaling; Payments Set Aside. | 75 | ||
Section 9.5. Allocation of Proceeds. | 75 | ||
Section 9.6. [Intentionally Omitted]. | 76 | ||
Section 9.7. Performance by Administrative Agent. | 76 | ||
Section 9.8. Rescission of Acceleration by Requisite Lenders. | 76 | ||
Section 9.9. Rights Cumulative. | 76 |
Article X. The Administrative Agent | 77 | ||
Section 10.1. Appointment and Authorization. | 77 | ||
Section 10.2. Administrative Agent’s Reliance, Etc. | 78 | ||
Section 10.3. Notice of Defaults. | 79 | ||
Section 10.4. Administrative Agent and Titled Agents as Lender or Specified Derivatives Provider. | 79 | ||
Section 10.5. Approvals of Lenders. | 79 | ||
Section 10.6. Lender Credit Decision, Etc. | 80 | ||
Section 10.7. Indemnification of Administrative Agent. | 80 | ||
Section 10.8. Successor Administrative Agent. | 81 | ||
Section 10.9. Titled Agents. | 82 | ||
Article XI. Miscellaneous | 82 | ||
Section 11.1. Notices. | 82 | ||
Section 11.2. Expenses. | 84 | ||
Section 11.3. Stamp, Intangible and Recording Taxes. | 84 | ||
Section 11.4. Setoff. | 85 | ||
Section 11.5. Litigation; Jurisdiction; Other Matters; Waivers. | 85 | ||
Section 11.6. Successors and Assigns. | 86 | ||
Section 11.7. Amendments and Waivers. | 90 | ||
Section 11.8. Nonliability of Administrative Agent and Lenders. | 92 | ||
Section 11.9. Confidentiality. | 92 | ||
Section 11.10. Indemnification. | 92 | ||
Section 11.11. Termination; Survival. | 94 | ||
Section 11.12. Severability of Provisions. | 94 | ||
Section 11.13. GOVERNING LAW. | 94 | ||
Section 11.14. Counterparts. | 95 | ||
Section 11.15. Independence of Covenants. | 95 | ||
Section 11.16. Obligations with Respect to Loan Parties. | 95 | ||
Section 11.17. Limitation of Liability. | 95 | ||
Section 11.18. Entire Agreement. | 95 | ||
Section 11.19. Construction. | 96 | ||
Section 11.20. Time of the Essence. | 96 |
SCHEDULE 1.1.(A) | Existing Ground Leases |
SCHEDULE 1.1.(B) | Unencumbered Properties |
SCHEDULE 6.1.(b) | Ownership Structure |
SCHEDULE 6.1.(f) | Title to Properties |
SCHEDULE 6.1.(g) | Indebtedness |
SCHEDULE 6.1.(h) | Material Contracts |
SCHEDULE 6.1.(i) | Litigation |
SCHEDULE 6.1.(w) | Non-Guarantor Subsidiaries |
EXHIBIT A | Form of Assignment and Assumption Agreement |
EXHIBIT B | Form of Guaranty |
EXHIBIT C | Form of Notice of Continuation |
EXHIBIT D | Form of Notice of Conversion |
EXHIBIT E | Form of Notice of Borrowing |
EXHIBIT F | Form of Disbursement Instruction Agreement |
EXHIBIT G | Form of Note |
EXHIBIT H | Form of Opinion |
EXHIBIT I | Form of Compliance Certificate |
EXHIBIT J | Form of Pricing Certificate |
Level | Ratio of Total Liabilities to Gross Asset Value | Applicable Margin |
1 | Less than 0.450 to 1.00 | 1.35% |
2 | Equal to or greater than 0.450 to 1.00 but less than 0.500 to 1.00 | 1.45% |
3 | Equal to or greater than 0.500 to 1.00 but less than 0.550 to 1.00 | 1.60% |
4 | Equal to or greater than 0.550 | 1.90% |
Level | Credit Rating (S&P/Fitch/Moody’s) | Applicable Margin |
1 | BBB+/Baa1 or better | 1.05% |
2 | BBB/Baa2 | 1.20% |
3 | BBB-/Baa3 | 1.50% |
4 | Lower than BBB-/Baa3 or not rated | 1.95% |
(l) | Change of Control. |
Lender | Initial Commitment Amount | ||
Wells Fargo Bank, National Association | $25,000,000 | ||
U.S. Bank National Association | $25,000,000 | ||
Bank of America, N.A. | $20,000,000 | ||
Citibank, N.A. | $20,000,000 | ||
JPMorgan Chase Bank, N.A. | $20,000,000 | ||
PNC Bank, National Association | $20,000,000 | ||
Union Bank, N.A. | $20,000,000 | ||
TOTAL | $150,000,000 |
Crossroads Mall | Lease dated September 28, 1977 between Herman G. Hendricks and Sue Ann Hendricks & Ralph Biernbaum |
Uniontown Mall | Lease dated April 28, 1989 between Fayette County Commissioners and Crown American Corporation |
Uniontown Mall | Lease dated March 30, 1970 between Alfred W. Ratner & Gertrude Ratner, Herbert G. Ratner & Betty G. Ratner and Uniontown Mall, Inc. |
Gallery I - Food Court | Lease dated May 26, 1976 between Gimbel Brothers Realty Corporation and Rouse Philadelphia, Inc. |
Gallery I | Lease dated December 16, 1975 between the Redevelopment Authority of the City of Philadelphia and Rouse Philadelphia, Inc. |
Gallery II - MSEJV lease | Lease dated March 19, 1982 between the Redevelopment Authority of the City of Philadelphia and The Market Street East Joint Venture |
Gallery II - Former JCP lease | Lease dated September 30, 2002 between the Redevelopment Authority of the City of Philadelphia and Center City East Retail, Inc. |
Exton (Kmart parcel) | Amended and Restated Lease/Option Agreement dated October 26, 1993 between Hugh J. Lattomus, a Trustee, under Trust Agreement dated June 14, 1990 and Whiteland Holding Limited Partnership |
1. | 801 Market – Retail |
2. | 907 Market Street |
3. | Beaver Valley Mall |
4. | Crossroads Mall |
5. | Exton Square Mall |
6. | Gadsden Mall |
7. | Jacksonville Mall |
8. | Moorestown Mall |
9. | Nittany Mall |
10. | One Cherry Hill |
11. | Palmer Park Mall |
12. | Plaza at Magnolia |
13. | Plymouth Meeting Mall |
14. | South Mall |
15. | The Gallery at Market East |
16. | The Gallery at Market East II |
17. | Uniontown Mall |
18. | Voorhees Town Center |
19. | Washington Crown Center |
20. | Westgate Pad |
21. | Wiregrass Commons |
Limited Partnerships | Jurisdiction of Organization | Each Person holding any Equity Interest in the Subsidiary; nature of the Equity Interest; percentage ownership of Subsidiary represented by the Equity Interest | Property Owned by Subsidiary |
801 Developers, LP | PA | • 801 Developers GP, LLC 1.0% GP • PREIT – 99% LP | See 801-Gallery Associates, L.P. |
801-Gallery Associates, L.P. | PA | • 801-Gallery GP, LLC – 0.1% LP • PREIT-RUBIN, INC. – 99.9% LP | 801 Market Street (leasehold) |
801-Gallery C-3 Associates, L.P. | PA | • 801-Gallery C-3 GP, LLC – 1.0% GP • 801-Galley Associates, L.P. – 85.0% LP • 801-Gallery C-3 MT, L.P. – 14.0% LP | See 801-Gallery Associates, L.P. |
801-Gallery Office Associates, L.P. | PA | • 801-Gallery Office GP, LLC – 0.01% GP • 801-Galley Associates, L.P. – 79.99% LP • 801-Gallery Office MT, L.P. – 20.0% LP | See 801-Gallery Associates, L.P. |
Bala Cynwyd Associates | PA | • PR Cherry Hill Office GP, LLC – 0.1% GP • PREIT – 99.9% LP | One Cherry Hill Plaza |
Cumberland Mall Associates | NJ | • PR Cumberland GP, LLC – 1% GP • PR Cumberland LP, LLC – 99% LP | Cumberland Mall |
Keystone Philadelphia Properties, L.P. | PA | • Keystone Philadelphia Properties LLC – .1% GP • PR Gallery II Limited Partnership – 99.9% LP | The Gallery at Market East II (ground lessee) |
Plymouth Ground Associates, LP | PA | • Plymouth Ground Associates LLC – 0.1% GP • PREIT - 99.9% LP | Plymouth Meeting Mall (fee owner) |
PR 907 Market LP | DE | • PR 907 Market GP LLC – 1.0% GP • PR 907 Market Mezz LP – 99.0% LP | 907 Market |
Limited Partnerships | Jurisdiction of Organization | Each Person holding any Equity Interest in the Subsidiary; nature of the Equity Interest; percentage ownership of Subsidiary represented by the Equity Interest | Property Owned by Subsidiary |
PR 907 Market Mezz LP | DE | • PR 907 Market Mezz GP LLC – 1.0% GP • PR 907 PREIT – 99.0% LP | See PR 907 Market LP |
PR AEKI Plymouth, L.P. | DE | • PR AEKI Plymouth LLC – 0.1% GP • PREIT – 99.9% LP | IKEA Parcel |
PR Beaver Valley Limited Partnership | PA | • PR Beaver Valley LLC – 1% GP • PREIT – 99% LP | Beaver Valley Mall (Parcels 1 & 2) |
PR BOS LP | PA | • PR BOS GP, LLC – 1% GP • PREIT – 99% LP | Lehigh Valley Mall – Boscov’s Outparcel (50% joint venture) |
PR Capital City Limited Partnership | PA | • PR Capital City LLC – 0.5% GP • PREIT – 99.5% LP | Capital City Mall (leasehold) |
PR CC Limited Partnership | PA | • PR CC I LLC – 0.01% GP • PREIT – 99.99% LP | Capital City Mall (land) |
PR Echelon Limited Partnership | PA | • PR Echelon LLC – 0.1% GP • PREIT – 99.9% LP | See Echelon Title, LLC |
PR Exton Limited Partnership | PA | • PR Exton LLC – 0.1% GP • PREIT – 99.9% LP | See XGP LLC, X-I Holding LP and X-II Holding LP |
PR Exton Outparcel Holdings, LP | PA | • PR Exton Outparcel GP, LLC – 0.1% GP • PREIT – 99.9% LP | See PR Exton Outparcel Limited Partnership |
PR Exton Outparcel Limited Partnership | PA | • PR Exton Outparcel GP, LLC – 0.1% GP • PR Exton Outparcel Holdings, LP – 99.9% LP | Exton Outparcel |
PR Exton Square Property, L.P. (f/k/a X-I Holding LP) | DE | • XGP LLC – 1% GP • PR Exton Limited Partnership – 99% LP | Exton Square Mall Parcel and Leasehold in Kmart parcel at Mall |
Limited Partnerships | Jurisdiction of Organization | Each Person holding any Equity Interest in the Subsidiary; nature of the Equity Interest; percentage ownership of Subsidiary represented by the Equity Interest | Property Owned by Subsidiary |
PR Financing Limited Partnership | DE | • PR Financing I LLC – 0.5% GP • PREIT – 99.5% LP | • Francis Scott Key Mall • Jacksonville Mall (leasehold) • Lycoming Mall* • New River Valley Mall • Nittany Mall • North Hanover Mall* • Patrick Henry Mall • South Mall • Uniontown Mall (leasehold) • Viewmont Mall* *Certain parcels at these properties are owned by PREIT-RUBIN OP, Inc. |
PR Gainesville Limited Partnership | DE | • PR Gainesville LLC – 0.1% GP • PR GV LP – 99.9% LP | 540 acres of land in Alachua County near Gainesville, Florida |
PR Gallery I Limited Partnership | PA | • PR Gallery I, LLC – 0.1% GP • PREIT – 99.9% LP | The Gallery I (leasehold) |
PR Gallery II Limited Partnership | PA | • PR Gallery II LLC - .1% GP • PREIT – 99.9% LP | See Keystone Philadelphia Properties, L.P. |
PR GV LP | DE | • PR GV LLC – 0.1% GP • PREIT – 99.9% LP | See PR Gainesville Limited Partnership |
PR Holding Sub Limited Partnership | PA | • PR Holding Sub LLC – 0.1% GP • PREIT – 99.9% LP | Stand by acquisition entity for Pennsylvania transactions |
PR Jacksonville Limited Partnership | PA | • PR Jacksonville LLC – 0.5 % GP • PREIT – 99.5% LP | Jacksonville Mall |
PR Logan Valley Limited Partnership | PA | • PR Logan Valley LLC – 0.01% GP • PREIT – 99.99% LP | Logan Valley Mall (record title holder and ground lessor) |
PR Lycoming Limited Partnership | PA | • PR Lycoming LLC – 0.01% GP • PREIT – 99.99% LP | Lycoming Mall |
Limited Partnerships | Jurisdiction of Organization | Each Person holding any Equity Interest in the Subsidiary; nature of the Equity Interest; percentage ownership of Subsidiary represented by the Equity Interest | Property Owned by Subsidiary |
PR Monroe Old Trail Limited Partnership | PA | • PR Monroe Old Trail, LLC – 0.1% GP • PR Monroe Old Trail Holdings, L.P. – 99.9% LP | 0.466 acre parcel of land located in Monroe Township, PA. |
PR Monroe Old Trail Holdings, L.P. | PA | • PR Monroe Old Trail Holdings LLC – 0.1% GP • PREIT-RUBIN, INC. – 99.9% LP | See PR Monroe Old Trail Limited Partnership. |
PR Monroe Unit One Holdings, L.P. | PA | • PR Monroe Unit One GP, LLC – 0.01% GP • PREIT-RUBIN, Inc. – 99.99% LP | See PR Monroe Unit One Limited Partnership |
PR Monroe Unit One Limited Partnership | PA | • PR Monroe Unit One GP, LLC – 0.01% GP • PR Monroe Unit One Holding, L.P. – 99.99% LP | Monroe Mall Outparcel |
PR Monroe Unit 10C Holdings, L.P. | PA | • PR Monroe Unit 10C GP, LLC – 0.01% GP • PREIT-RUBIN, Inc. – 99.99% LP | See PR Monroe Unit 10C Limited Partnership |
PR Monroe Unit 10C Limited Partnership | PA | • PR Monroe Unit One GP, LLC – 0.01% GP • PR Monroe Unit 10C Holdings, L.P. – 99.99% LP | Monroe Mall Outparcel |
PR Moorestown Limited Partnership | PA | • PR Moorestown LLC – 0.1% GP • PREIT – 99.9% LP | See Moorestown Mall LLC |
PR New Castle Associates | PA | • PR New Castle LLC – 0.1% GP • PREIT – 99.9% LP | See Cherry Hill Center, LLC |
PR New Garden Limited Partnership | PA | • PR New Garden LLC – 0.1% GP • PREIT – 99.9% LP | 22.3 acre parcel of land and 4.9 acre parcel of land in New Garden Township, Chester County, Pennsylvania |
PR New Garden Residential Limited Partnership | PA | • PR New Garden Residential LLC – 0.1% GP • PREIT-RUBIN, Inc. – 99.9% LP | Residential parcel (46.7 acres) in New Garden Township, Chester County, Pennsylvania |
Limited Partnerships | Jurisdiction of Organization | Each Person holding any Equity Interest in the Subsidiary; nature of the Equity Interest; percentage ownership of Subsidiary represented by the Equity Interest | Property Owned by Subsidiary |
PR New Garden/ Chesco Limited Partnership | PA | • PR New Garden/Chesco LLC – 0.1% GP • PR New Garden/Chesco Holdings, Limited Partnership – 99.9% LP | Retail parcels (107.8 acres) in New Garden Township, Chester County, Pennsylvania |
PR New Garden/ Chesco Holdings, Limited Partnership | PA | • PR New Garden/Chesco Holdings LLC – 0.1% GP • PREIT – 99.9% LP | See PR New Garden/Chesco Limited Partnership |
PR Northeast Whitaker Avenue, L.P. (to be dissolved) | PA | • PR Northeast Whitaker Avenue LLC – 0.1% GP • PREIT – 99.9% LP | None |
PR Outdoor, LP | PA | • PR Outdoor, LLC -0.01% GP • PREIT-RUBIN, Inc. – 99.99% LP | See Catalyst Outdoor Advertising, LLC |
PR Palmer Park Mall Limited Partnership | PA | • PR Palmer Park, L.P. – 50.1% GP • PREIT – 49.9% LP | Palmer Park Mall |
PR Palmer Park, L.P. | PA | • PR Palmer Park Trust – 1% GP • PREIT – 99% LP | See PR Palmer Park Mall Limited Partnership |
PR Pitney Lot 3 Holdings, L.P. | PA | • PR Pitney Lot 3 GP, LLC – 0.01% GP • PREIT-RUBIN, Inc. – 99.99% LP | See PR Pitney Lot 3 Limited Partnership |
PR Pitney Lot 3 Limited Partnership | PA | • PR Pitney Lot 3 GP, LLC – 0.01% GP • PR Pitney Lot 3 Holdings, L.P. – 99.99% LP | Land located in Lancaster, Pennsylvania |
PR Plymouth Meeting Associates PC LP | DE | • PR PM PC Associates LLC – 0.1% GP • PR PM PC Associates L.P. – 99.9% LP | Plymouth Commons |
PR PM PC Associates L.P. | DE | • PR PM PC Associates LLC – 0.1% GP • PREIT – 99.9% LP | See PR Plymouth Meeting Associates PC LP |
PR Plymouth Meeting Limited Partnership | PA | • PR Plymouth Meeting LLC – 0.1% GP • PREIT – 99.9% LP | Plymouth Meeting Mall (leasehold interest) and the Boscov’s parcel (fee interest) |
Limited Partnerships | Jurisdiction of Organization | Each Person holding any Equity Interest in the Subsidiary; nature of the Equity Interest; percentage ownership of Subsidiary represented by the Equity Interest | Property Owned by Subsidiary |
PR Springfield Associates, L.P. | PA | • PR Springfield Trust – 1% GP • PREIT – 99% LP | Springfield East (Fee title to a 50% interest in a commercial condominium at Baltimore Pike & Woodlawn Avenue) |
PR Springfield/Delco Limited Partnership | PA | • PR Springfield/Delco LLC – 0.1% GP • PR Springfield/Delco Holdings, L.P. – 99.9% LP | 50% interest, as tenant in common, in Springfield Mall |
PR Springfield/Delco Holdings, L.P. | PA | • PR Springfield/Delco Holdings, LLC – 0.1% GP • PREIT. – 99.9% LP | See PR Springfield/Delco Limited Partnership |
PR TP LP | DE | • PR TP LLC – 0.1% GP • PREIT – 99.9% LP | Tenants under lease on lands adjoining Plymouth Meeting Mall |
PR Valley Limited Partnership | PA | • PR Valley LLC – 0.5% GP • PREIT – 99.5% LP | Valley Mall PR Hagerstown LLC is the borrower under a mortgage loan secured by Valley Mall. |
PR Valley View Limited Partnership | PA | • PR Valley View LLC – 0.5% GP • PREIT – 99.5% LP | Valley View Mall |
PR Valley View Downs Limited Partnership | PA | • PR Valley View Downs LLC – 0.01% GP • PREIT – 99.99% LP | None |
PR Viewmont Limited Partnership | PA | • PR Viewmont LLC – 0.01% GP • PREIT – 99.99% LP | Borrower for $48 million mortgage loan secured by Viewmont Mall. Also leasee of Viewmont Mall under 29 year lease from PR Financing Limited Partnership |
PR Washington Crown Limited Partnership | PA | • PR Washington Crown LLC – 0.5% GP • PREIT – 99.5% LP | Washington Crown Center |
Limited Partnerships | Jurisdiction of Organization | Each Person holding any Equity Interest in the Subsidiary; nature of the Equity Interest; percentage ownership of Subsidiary represented by the Equity Interest | Property Owned by Subsidiary |
PR Westgate Limited Partnership | PA | • PR Westgate LLC – 0.01% GP • PREIT – 99.99% LP | Westgate Anchor Pad, part of Westgate Mall, Bethlehem, Pennsylvania (owned by others) |
PR Woodland Limited Partnership | DE | • PR Woodland General, LLC – 1.0% GP • PREIT – 99% LP | Woodland Mall |
PR Wyoming Valley Limited Partnership | PA | • PR Wyoming Valley LLC – 0.5% GP • PREIT – 99.5% LP | Wyoming Valley Mall (fee) |
PREIT Associates, L.P. (“PREIT”) | DE | • Pennsylvania Real Estate Investment Trust – 97.0% consolidated interest as of 9/30/2013 • Minority Limited Partners 3.0% | See rest of this Chart |
PREIT Capital Advisors, LP | PA | • PR Advisors GP, LLC – 0.01% GP • PREIT-RUBIN, Inc. – 99.99% LP | None |
PRGL Paxton Limited Partnership (to be dissolved) | PA | • PR Paxton LLC – 1% GP • PREIT – 99% LP | None |
WG Holdings, L.P. | PA | • PRWGP General, LLC – 0.02% GP • PREIT – 99.8% LP | See WG Park, L.P. |
WG Park General, L.P. | PA | • WG Holdings of Pennsylvania, L.L.C. – 0.1% GP • WG Holdings, L.P. – 99.9% LP | See WG Park, L.P. |
WG Park Limited, L.P. | PA | • WG Holdings of Pennsylvania, L.L.C. – 0.1% GP • WG Holdings, L.P. – 99.9% LP | See WG Park, L.P. |
WG Park, L.P. | PA | • WG Park General, L.P. – 20% GP • WG Park Limited, L.P. – 80% LP | Willow Grove Mall |
Limited Partnerships | Jurisdiction of Organization | Each Person holding any Equity Interest in the Subsidiary; nature of the Equity Interest; percentage ownership of Subsidiary represented by the Equity Interest | Property Owned by Subsidiary |
WG Park-Anchor B LP | DE | • WG Park-Anchor B, LLC – 0.5% GP • PREIT – 99.5% LP | Anchor site at Willow Grove Park (previously used for operation of Strawbridge department store). |
Limited Liability Companies | Jurisdiction of Organization | Each Person holding any Equity Interest in the Subsidiary; nature of the Equity Interest; percentage ownership of Subsidiary represented by the Equity Interest | Property Owned by Subsidiary | |
801 Developers GP, LLC | PA | PREIT – 100% Sole Member | See 801 Developers, LP | |
801-Gallery GP, LLC | PA | PREIT-RUBIN, Inc. – 100% Sole Member | See 801-Gallery Associates, L.P. | |
801-Gallery C-3 GP, LLC | PA | 801-Gallery Associates, L.P. – 100% sole member | See 801-Gallery C-3 Associates, L.P. | |
801-Gallery Office GP, LLC | PA | 801-Gallery Associates, L.P. – 100% sole member | See 801-Gallery Office Associates, L.P. | |
801-Tenant C-3 Manager, LLC | PA | 801-Gallery Associates, L.P. – 100% sole member | 0.01% GP Interest in 801-Tenant C-3 MT, L.P. | |
801-Tenant Office Manager, LLC | PA | 801-Gallery Associates, L.P. – 100% sole member | 0.01% GP Interest in 801-Gallery Office MT, L.P. | |
Beverage Two, LLC | NJ | PREIT-RUBIN, Inc. – 100% | None | |
Cherry Hill Center, LLC | MD | PR New Castle Associates – 99.9% Member Cherry Hill Center Manager, LLC – 0.1% Member | Cherry Hill Mall | |
Cumberland Mall Retail Condominium Association, LLC | NJ | Pennsylvania Real Estate Investment Trust entity and other condominium owners are members. | None. This entity is a unit owners association related to retail condominium at Cumberland Mall. | |
Echelon Beverage LLC | NJ | PREIT-RUBIN, Inc. 100% | Liquor license associated with Voorhees Town Center | |
Echelon Residential Unit Owner LLC | DE | Echelon Title LLC – 100% Sole Member | Voorhees Town Center Condominium | |
Echelon Title LLC | DE | PR Echelon Limited Partnership –100% Sole Member | Voorhees Town Center | |
Keystone Philadelphia Properties, LLC | DE | PR Gallery II LLC – 100% Sole Member | See Keystone Philadelphia Properties, L.P. | |
Moorestown Beverage I, LLC | NJ | PREIT-RUBIN, Inc. 100% | Liquor license associated with Moorestown Mall | |
Moorestown Beverage II, LLC | NJ | PREIT-RUBIN, Inc. 100% | Liquor license associated with Moorestown Mall | |
Moorestown Mall LLC | DE | PR Moorestown Limited Partnership – 100% Sole Member | Moorestown Mall | |
Plymouth Ground Associates LLC | PA | PREIT – 100% Sole Member | See Plymouth Ground Associates, L.P. |
Limited Liability Companies | Jurisdiction of Organization | Each Person holding any Equity Interest in the Subsidiary; nature of the Equity Interest; percentage ownership of Subsidiary represented by the Equity Interest | Property Owned by Subsidiary | |
Plymouth License III, LLC | PA | PREIT-RUBIN, Inc. – 100% Sole Member | Liquor license associated with Plymouth Meeting Mall | |
Plymouth License IV, LLC | PA | PREIT-RUBIN, Inc. – 100% Sole Member | Former owner of Liquor license R-17547 | |
PR 907 Market GP LLC | DE | PR 907 Market Mezz LP – 100% Sole Member | See PR 907 Market LP | |
PR 907 Market Mezz GP LLC | DE | PREIT – 100% Sole Member | See PR 907 Market LP | |
PR Acquisition Sub LLC | DE | PREIT – 100% Sole Member | Standby acquisition entity for transactions outside of Pennsylvania | |
PR Advisors GP, LLC | DE | PREIT-RUBIN, Inc. – 100% Sole Member | See PREIT Capital Advisors, LP | |
PR AEKI Plymouth LLC | DE | PREIT – 100% Sole Member | See PR AEKI Plymouth, L.P. | |
PR Beaver Valley LLC | DE | PREIT – 100% Sole Member | See PR Beaver Valley Limited Partnership | |
PR BOS GP, LLC | DE | PREIT – 100% Sole Member | See PR BOS LP | |
PR BVM, LLC | PA | PREIT – 100% Sole Member | Beaver Valley Mall (Parcel 3) | |
PR Capital City LLC | DE | PR CC II LLC –99.99% Member PREIT – 0.01% Member | See PR Capital City Limited Partnership | |
PR CC I LLC | DE | PR CC II LLC – 99.99% Member PREIT – .01% Member | See PR CC Limited Partnership | |
PR CC II LLC | DE | PREIT – 100% Sole Member | See PR CC Limited Partnership | |
PR Cherry Hill Office GP, LLC | DE | PREIT – 100% Sole Member | See Bala Cynwyd Associates, L.P. | |
PR Cherry Hill STW LLC | DE | PREIT – 100% Sole Member | Former Strawbridge property at Cherry Hill Mall. | |
PR Christiana LLC (to be dissolved) | DE | PREIT – 100% Sole Member | None | |
PR Crossroads I, LLC | PA | PREIT – 100% Sole Member | Crossroads Mall (record owner of a portion of mall and ground lessee of remainder of mall) | |
PR Crossroads II, LLC | PA | PREIT – 100% Sole Member | Crossroads Mall (90% undivided interest in ground lessor estate) | |
PR Cumberland GP LLC | DE | PREIT – 100% Sole Member | See Cumberland Mall Associates (limited partnership) | |
PR Cumberland LP LLC | DE | PREIT – 100% Sole Member | See Cumberland Mall Associates (limited partnership) |
Limited Liability Companies | Jurisdiction of Organization | Each Person holding any Equity Interest in the Subsidiary; nature of the Equity Interest; percentage ownership of Subsidiary represented by the Equity Interest | Property Owned by Subsidiary | |
PR Cumberland Outparcel LLC | NJ | PREIT – 100% Sole Member | Vacant land parcel adjacent to Cumberland Mall | |
PR Echelon LLC | PA | PREIT – 100% Sole Member | See PR Echelon Limited Partnership | |
PR Exton LLC | PA | PREIT – 100% Sole Member | See Exton Limited Partnership | |
PR Exton Outparcel GP, LLC | DE | PREIT – 100% Sole Member | See PR Exton Outparcel Limited Partnership | |
PR Fin Delaware, LLC | DE | 801-Gallery Associates, L.P. | See 801-Gallery Associates, L.P. | |
PR Financing I LLC | DE | PR Financing II LLC – 99.99% Member PREIT -.01% Member | See PR Financing Limited Partnership | |
PR Financing II LLC | DE | PREIT – 100% Sole Member | See PR Financing Limited Partnership | |
PR Francis Scott Key LLC | DE | PR Financing Limited Partnership – 100% Sole Member | Borrower under $55 million mortgage loan secured by Francis Scott Key Mall. | |
PR Gallery I LLC | PA | PREIT – 100% Sole Member | See PR Gallery I Limited Partnership | |
PR Gainesville LLC | DE | PREIT – 100% Sole Member | See PR Gainesville Limited Partnership | |
PR Gloucester LLC | DE | PREIT – 100% Sole Member | None | |
PR GV LLC | DE | PREIT – 100% Sole Member | See PR Gainesville Limited Partnership | |
PR Hagerstown LLC | DE | PR Valley Limited Partnership – 100% Sole Member | None, Borrower under Mortgage Loan for Valley Mall | |
PR Holding Sub LLC | PA | PREIT – 100% Sole Member | See PR Holding Sub Limited Partnership | |
PR Hyattsville LLC | DE | PR Prince George’s Plaza LLC – 100% Sole Member | Borrower under mortgage loan secured by The Mall at Prince George’s. | |
PR Jacksonville LLC | DE | PR JK LLC – 99.99% Member PREIT – 0.01% Member | See PR Jacksonville Limited Partnership | |
PR JK LLC | DE | PREIT – 100% Sole Member | See PR Jacksonville Limited Partnership | |
PR Lehigh Valley LLC | PA | PREIT – 100% Sole Member | See Lehigh Valley Associates on Part II of this Schedule | |
PR Logan Valley LLC | DE | PR LV LLC – 99.99% Member PREIT – 0.01% Member | See PR Logan Valley Limited Partnership | |
PR LV LLC | DE | PREIT – 100% Sole Member | See PR Logan Valley Limited Partnership |
Limited Liability Companies | Jurisdiction of Organization | Each Person holding any Equity Interest in the Subsidiary; nature of the Equity Interest; percentage ownership of Subsidiary represented by the Equity Interest | Property Owned by Subsidiary | |
PR Lycoming LCC | DE | PREIT – 100% Sole Member | See PR Lycoming Limited Partnership | |
PR Magnolia LLC | DE | PREIT – 100% Sole Member | Magnolia Mall; Undeveloped land held in fee | |
PR Metroplex West, LLC | DE | PREIT – 100% Sole Member | See Metroplex General, Inc. on Part II of this Schedule | |
PR Monroe Old Trail LLC | DE | PREIT-RUBIN, INC. – 100% Sole Member | See PR Monroe Old Trail Limited Partnership | |
PR Monroe Old Trail Holdings LLC | DE | PREIT-RUBIN, INC. – 100% Sole Member | See PR Monroe Old Trail Limited Partnership | |
PR Monroe Unit One GP, LLC | DE | PREIT-RUBIN, Inc. – 100% Sole Member | PR Monroe Unit One Limited Partnership | |
PR Monroe Unit 10C GP, LLC | DE | PREIT-RUBIN, Inc. – 100% Sole Member | PR Monroe Unit 10C Limited Partnership | |
PR Moorestown LLC | PA | PREIT – 100% Sole Member | See PR Moorestown Limited Partnership | |
PR New Castle LLC | PA | PREIT – 100% Sole Member | See PR New Castle Associates | |
PR New Garden LLC | PA | PREIT – 100% Sole Member | See PR New Garden L.P. | |
PR New Garden Residential LLC | DE | PREIT-RUBIN, Inc. – 100% Sole Member | See PR New Garden Residential L.P. | |
PR New Garden/Chesco LLC | DE | PR New Garden LLC – 100% Sole Member PREIT Services, LLC – Non-member manager | See PR New Garden/Chesco Holdings LLC | |
PR New Garden/Chesco Holdings LLC | DE | PREIT – 100% Sole Member | See PR New Garden/Chesco Holdings, L.P. | |
PR North Dartmouth LLC | DE | PREIT – 100% Sole Member | Dartmouth Mall | |
PR Northeast LLC (to be dissolved) | PA | PREIT – 100% Sole Member | None | |
PR Northeast Whitaker Avenue LLC (to be dissolved) | PA | PREIT – 100% Sole Member | None | |
PR Orlando Fashion Square LLC (to be dissolved) | DE | PREIT – 100% Sole Member | None | |
PR Outdoor, LLC | DE | PREIT-RUBIN, Inc. – 100% Sole Member | See PR Outdoor, LP | |
PR Oxford Valley General, LLC | DE | PREIT – 100% Sole Member | See Oxford Valley Road Associates on Part II of this Schedule |
Limited Liability Companies | Jurisdiction of Organization | Each Person holding any Equity Interest in the Subsidiary; nature of the Equity Interest; percentage ownership of Subsidiary represented by the Equity Interest | Property Owned by Subsidiary | |
PR Patrick Henry LLC | DE | PREIT – 100% Sole Member | Patrick Henry Mall | |
PR Paxton LLC (to be dissolved) | PA | PREIT – 100% Sole Member | See PRGL Paxton Limited Partnership | |
PR Pitney Lot 3 GP, LLC | DE | PREIT-RUBIN, Inc. – 100% Sole Member | See PR Pitney Lot 3 Limited Partnership | |
PR PG Plaza LLC | DE | PREIT – 100% Sole Member | See PR Prince George’s Plaza LLC | |
PR Plymouth Meeting LLC | PA | PREIT – 100% Sole Member | See PR Plymouth Meeting Limited Partnership | |
PR PM PC Associates LLC | DE | PREIT – 100% Sole Member PREIT Services, LLC – Non-member manager | See PR Plymouth Meeting Associates PC LP | |
PR Prince George’s Plaza LLC | DE | PR PG Plaza LLC – 1% Managing Member PREIT – 99% Member | Prince George’s Plaza | |
PR Radio Drive LLC | SC | PREIT-RUBIN, Inc. – 100% Sole Member | The Plaza at Magnolia | |
PR Red Rose LLC | DE | PREIT – 100% Sole Member | See Red Rose Commons Associates, L.P. on Part II of this Schedule | |
PR Springfield/Delco LLC | DE | PREIT – 100% Sole Member | See PR Springfield/Delco, L.P. | |
PR Springfield/Delco Holdings LLC | DE | PREIT – 100% Sole Member | See PR Springfield/Delco Holdings, L.P. | |
PR Swedes Square LLC | DE | PREIT – 100% Sole Member | Land in New Castle, Delaware | |
PR Sunrise Outparcel 1, LLC | NJ | PREIT-RUBIN, Inc. – 100% Sole Member | Sunrise Plaza Outparcel | |
PR Sunrise Outparcel 2, LLC | NJ | PREIT-RUBIN, Inc. – 100% Sole Member | Sunrise Plaza Outparcel | |
PR TP LLC | DE | PREIT – 100% Sole Member | See PR TP LP | |
PR Valley LLC | DE | PREIT – 100% Sole Member | See PR Valley Limited Partnership | |
PR Valley View LLC | DE | PR VV LLC – 99.99% Member PREIT – 0.01% Member | See PR Valley View Limited Partnership | |
PR Valley View Downs LLC | PA | PREIT – 100% Sole Member | See PR Valley View Downs Limited Partnership | |
PR Viewmont LLC | DE | PREIT – 100% Sole Member | See PR Viewmont Limited Partnership | |
PR VV LLC | DE | PREIT – 100% Sole Member | See PR Valley View Limited Partnership |
Limited Liability Companies | Jurisdiction of Organization | Each Person holding any Equity Interest in the Subsidiary; nature of the Equity Interest; percentage ownership of Subsidiary represented by the Equity Interest | Property Owned by Subsidiary | |
PR Walnut Street Abstract LLC | DE | PREIT-RUBIN, Inc. – Sole member | See Walnut Street Abstract, L.P. in Part II of this Schedule | |
PR Washington Crown LLC | DE | PR WC LLC – 99.99% Member PREIT – 0.01% Member | See PR Washington Crown Limited Partnership | |
PR WC LLC | DE | PREIT – 100% Sole Member | See PR Washington Crown Limited Partnership | |
PR Westgate LLC | PA | PREIT – 100% Sole Member | See PR Westgate Limited Partnership | |
PR Wiregrass Anchor LLC | DE | PREIT – 100% Sole Member | McRae’s anchor store at Wiregrass Mall | |
PR Wiregrass Commons LLC | DE | PREIT – 100% Sole Member | Wiregrass Commons Mall | |
PR Woodland General LLC | DE | PREIT – 100% Sole Member | See PR Woodland Limited Partnership | |
PR Woodland Outparcel LLC | DE | PREIT – 100% Sole Member | Outparcel at Woodland Mall | |
PR WV LLC | DE | PREIT – 100% Sole Member | See PR Wyoming Valley LLC | |
PR Wyoming Valley LLC | DE | PR WV LLC – 99.99% PREIT – 0.01% | See PR Wyoming Valley Limited Partnership | |
PREIT Advisors, LLC | PA | PREIT-RUBIN, Inc. – 100% Sole Member | None | |
PREIT CDE LLC (f/k/a Exton License II, LLC) | PA | PREIT-RUBIN, Inc. – 1 % Member PREIT – 99% Member | Liquor license associated with Exton Square Mall | |
PREIT Gadsden Mall LLC | DE | PREIT – 100% Sole Member | Gadsden Mall | |
PREIT Gadsden Office LLC (to be dissolved) | DE | PREIT – 100% Sole Member | None | |
PREIT Services LLC | DE | PREIT – 100% Sole Member | None | |
PRWGP General, LLC | DE | PREIT – 100% Sole Member | See WG Park, L.P. | |
WG Holdings of Pennsylvania, L.L.C. | PA | WG Holdings, L.P. – 100% Sole Member | See WG Park, L.P. | |
WG Park –Anchor B, LLC | DE | PREIT – 100% Sole Member | See WG Park – Anchor B LP | |
XGP LLC | DE | PR Exton Limited Partnership – 100% Sole Member | See X-I Holding LP |
Corporations | Jurisdiction of Organization | Each Person holding any Equity Interest in the Subsidiary; nature of the Equity Interest; percentage ownership of Subsidiary represented by the Equity Interest | Property Owned by Subsidiary |
1150 Plymouth Associates, Inc. | MD | PREIT-RUBIN, Inc. – 100% | Liquor licenses associated with Plymouth Meeting Mall |
Exton License, Inc. | MD | PREIT-RUBIN, Inc. – 100% | Liquor licenses associated with Exton Square |
PR GC Inc. | MD | PREIT Services, LLC – 100% | None |
PR Services Corporation | PA | PREIT-RUBIN, Inc. – 100% | None |
PREIT-RUBIN, Inc. | PA | PREIT – 100% | Former Strawbridge store located at 8th and Market. Also, see PR New Garden Residential Limited Partnership and PR Radio Drive LLC. |
PREIT-RUBIN OP, Inc. | PA | PREIT-RUBIN, Inc. – 100% | Outparcels acquired in the Crown Transaction that are located at the following properties: Lycoming Mall, North Hanover Mall and Viewmont Mall. (See PR Financing Limited Partnership). |
PREIT TRS, Inc. | DE | Pennsylvania Real Estate Investment Trust | REIT Income Test Assignee |
Capital City Beverage Enterprise, Inc. (f/k/a R8267 Plymouth Enterprises, Inc.) | MD | PREIT-RUBIN, Inc. – 100% | Liquor licenses associated with Plymouth Meeting Mall |
Springhills Northeast Quadrant Owners Drainage Association No. One, Inc. | FL | PR Gainesville Limited Partnership, sole member | Property owner’s association for property located in Alachua county, Florida (Gainesville) |
Springhill Owners Association, Inc. | FL | PR Gainesville Limited Partnership, sole member | Property owner’s association for property located in Alachua county, Florida (Gainesville) |
Trusts | Jurisdiction of Organization | Each Person holding any Equity Interest in the Subsidiary; nature of the Equity Interest; percentage ownership of Subsidiary represented by the Equity Interest | Property Owned by Subsidiary |
PR Lycoming Service Associates | PA | PREIT-RUBIN, Inc. – Sole Beneficiary | Utility services at Lycoming Mall |
PR Oxford Valley Trust | PA | PREIT-Sole Beneficiary | None |
PR Palmer Park Trust | PA | PREIT – Sole Beneficiary | See PR Palmer Park Mall Limited Partnership |
PR Springfield Trust | PA | PREIT – Sole Beneficiary | See PR Springfield Associates, L.P. |
PREIT Protective Trust 1 | PA | PREIT-RUBIN, Inc. – Sole Beneficiary | REIT Asset Test Assignee |
Unconsolidated Affiliates | Jurisdiction of Organization | Each Person holding any Equity Interest in the Unconsolidated Affiliate; nature of the Equity Interest; percentage ownership of Unconsolidated Affiliate represented by the Equity Interest | Property Owned by Unconsolidated Affiliate |
Catalyst Outdoor Advertising, LLC | DE | • PR Outdoor, LP – 39.0% Member • Thaddeus Bartkowski – 41.5% • Crystal Anne Crawford – 11.5% • Patrick Wofington – 8.0% | Indirect interest in Outdoor Advertising |
Lehigh BOS Acquisition L.P. | DE | • Lehigh BOS Acquisition GP, LLC – 0.5% GP* • PR BOS GP, LLC – 0.5% GP • Simon Property Group, L.P. – 49.5% LP * • PR BOS LP – 49.5% LP | Boscov’s Parcel at Lehigh Valley Mall |
Lehigh Valley Associates (Limited Partnership) | PA | • PR Lehigh Valley LLC – 0.5% GP, • PREIT – 49.5% LP • Delta Ventures, Inc. – 0.5% GP* • Kravco Simon Investments, L.P. – 49.5% LP* | Lehigh Valley Mall |
Lehigh Valley Mall GP, LLC | DE | • Lehigh Valley Associates – 100% member | See Mall at Lehigh Valley, L.P. |
Mall at Lehigh Valley, L.P. | DE | • Lehigh Valley Mall GP, LLC – 0.5% GP • Lehigh Valley Mall Associates – 99.5% LP | Lessor of Lehigh Valley Mall. Borrower under mortgage loan secured by Lehigh Valley Mall. |
Unconsolidated Affiliates | Jurisdiction of Organization | Each Person holding any Equity Interest in the Unconsolidated Affiliate; nature of the Equity Interest; percentage ownership of Unconsolidated Affiliate represented by the Equity Interest | Property Owned by Unconsolidated Affiliate |
Mall Maintenance Corporation (I) | PA | PREIT holds an indirect minority membership interest in Mall Maintenance Corporation (I) Other members: City of Philadelphia Redevelopment Authority of City of Philadelphia Philadelphia Authority for Industrial Development Philadelphia VF LP The May Department Stores Company Market Street East Development Corporation | Purpose is to maintain the public areas of Gallery I at Market East |
Mall Maintenance Corporation II | PA | PREIT holds an indirect minority membership interest in Mall Maintenance Corporation II Other members: Redevelopment Authority of City of Philadelphia Philadelphia Authority for Industrial Development One Reading Center Associates | Purpose is to maintain the public areas of Gallery II at Market East |
Mall Corners Ltd. (Limited Partnership) | GA | • PREIT – 19% LP • Charles A. Lotz – 0.5% GP* • Center Developers, Inc. – 1% GP* • Frank L. Ferrier – 1% GP* • Others – 78.5% LP* | None |
Mall Corners II, Ltd. (Limited Partnership) | GA | • PREIT – 11% LP • Charles A. Lotz – 0.5% GP* • Center Developers, Inc. – 1% GP* • Frank L. Ferrier – 1% GP* • Others – 86.5% LP* | None |
Metroplex General, Inc. | PA | • PR Metroplex West, LLC – 50% • MW General, Inc. – 50%* | See Metroplex West Associates, L.P. |
Unconsolidated Affiliates | Jurisdiction of Organization | Each Person holding any Equity Interest in the Unconsolidated Affiliate; nature of the Equity Interest; percentage ownership of Unconsolidated Affiliate represented by the Equity Interest | Property Owned by Unconsolidated Affiliate |
Metroplex West Associates, L.P. | PA | • Metroplex General, Inc. – 1% GP • PREIT – 49.5% LP • MW General, Inc. – .5% LP* • Goldenberg Metroplex Partners, L.P. – 22.5% LP* • Goldenberg Metroplex Investors, L.P. – 24% LP* • Resource Realty Management, Inc. – 2.5% LP* | Metroplex Power Center |
Oxford Valley Road Associates (limited partnership) | PA | • PR Oxford Valley General, LLC – 1% GP • PREIT – 49% LP • OVG General, Inc. – 1% GP* • Goldenberg Investors, L.P. – 22.296% LP* • Goldenberg Partners, L.P. – 24.204% LP* • Milton S. Schneider - 1% LP • Resource Realty* Management, Inc. – 1.5% LP* | Court at Oxford Valley Shopping Center |
Pavilion East Associates, L.P. | PA | • PREIT – 40% LP • PE General, L.L.C. – 1% GP* • Goldenberg Pavilion Partners, L.P. – 15.5% LP* • Goldenberg Pavilion Investors, L.P. – 15% LP* • Resource Realty Management, Inc. – 4% LP* • Pavilion Towner Associates, L.P. – 4.5% LP* • LK Pavilion Associates, L.P. – 20% LP* | Pavilion at Market East |
PRDB Springfield Limited Partnership | PA | • PRDB Springfield LLC – 1% GP • Paul deBotton – 49.5% LP • PREIT – 49.5% LP | Springfield Park (Springfield, PA) |
PRDB Springfield LLC | PA | • Paul deBotton – 50% • PREIT – 50% | See PRDB Springfield Limited Partnership |
Unconsolidated Affiliates | Jurisdiction of Organization | Each Person holding any Equity Interest in the Unconsolidated Affiliate; nature of the Equity Interest; percentage ownership of Unconsolidated Affiliate represented by the Equity Interest | Property Owned by Unconsolidated Affiliate |
Red Rose Commons Associates, L.P. | PA | • PR Red Rose LLC – 1% GP • PREIT – 49% LP • RRC General, Inc. – 1% GP* • Goldenberg Lancaster Partners, L.P. – 23% LP* • Goldenberg Lancaster Investors, L.P. – 24% LP* • Resource Realty Management, Inc. – 2% LP* | All units in the Red Rose Condominium constituting the Red Rose Commons Shopping Center |
Simon/PREIT Gloucester Development, LLC | DE | • PR Gloucester LLC – 25% • Gloucester Premium Outlets Member, LLC – 75% * | Proposed Outlet Development in Gloucester, New Jersey |
Whitehall Mall Venture (partnership) | PA | • PREIT – 50% • Whitemak Associates – 50%* | Whitehall Mall |
Walnut Street Abstract, L.P. | NJ | • PR Walnut Street Abstract LLC – 50% LP • Affiliate of Madison Title Agency – 50%* | Title insurance agency. |
Properties | Owner | Occupancy (as of 9/30/2013) | Project Under Development? | |
Wholly-Owned | ||||
801 Market – Office | PREIT-RUBIN, Inc. | 100% | No | |
801 Market – Retail | PREIT-RUBIN, Inc. | 0% | Yes See Part II of this Schedule for additional information. | |
907 Market Street | PR 907 Market LP | 96.5% | No | |
Beaver Valley Mall | PR Beaver Valley Limited Partnership (Parcels 1 and 2) PR BVM, LLC (Parcel 3) | 93.8% | No. | |
Capital City Mall | PR Capital City Limited Partnership (Improvements) PR CC Limited Partnership (Land) | 97.0% | No. | |
Cherry Hill Mall | Cherry Hill Center, LLC PR Cherry Hill STW LLC (Cherry Hill Anchor Store) | 94.4% | Yes See Part II of this Schedule for additional information. | |
Crossroads Mall (fee and leasehold) | PR Crossroads I, LLC and PR Crossroads II, LLC | 95.9% | Yes See Part II of this Schedule for additional information. | |
Cumberland Mall | Cumberland Mall Associates (Unit A) PR Cumberland Outparcel LLC (vacant outparcel) | 94.9% | No | |
Dartmouth Mall | PR North Dartmouth LLC | 96.7% | No | |
Exton Square Mall and leasehold interest in Kmart Parcel at Mall | Exton Square Property L.P. PR Exton Outparcel Limited Partnership (L. Lincoln Highway land parcel) | 94.8% | Yes See Part II of this Schedule for additional information. | |
Francis Scott Key Mall | PR Financing Limited Partnership | 98.7% | Yes See Part II of this Schedule for additional information. | |
Gadsden Mall | PREIT Gadsden Mall LLC PREIT-RUBIN, Inc. (3.21 vacant land parcel) | 97.4% | No |
Properties | Owner | Occupancy (as of 9/30/2013) | Project Under Development? | |
Gallery at Market East (1) | PR Gallery I Limited Partnership | 31.81% | Yes See Part II of this Schedule for additional information. | |
Gallery at Market East II | Keystone Philadelphia Properties, L.P. | 93.9% | No | |
Jacksonville Mall | PR Jacksonville Limited Partnership | 99.7% | No | |
Logan Valley Mall | PR Logan Valley Limited Partnership | 97.4% | No | |
Lycoming Mall | PR Financing Limited Partnership (leased to PR Lycoming Limited Partnership) PREIT-RUBIN OP, Inc. (Outparcels – D-1, D, M-2, P-2 and Q) | 94.5 | % | No |
Magnolia Mall | PR Magnolia LLC | 99.0% | No. | |
Mall at Prince Georges | PR Prince Georges Plaza LLC | 95.9% | Yes See Part II of this Schedule for additional information | |
Monroe | PR Monroe Unit One Limited Partnership (Unit 1A, 2.5 acre parcel) PR Monroe Old Trail Limited Partnership (.466 acre parcel) PR Monroe Unit 10C Limited Partnership (Unit 10C) | N/A - Land | No | |
Moorestown Mall | Moorestown Mall LLC | 87.3% | Yes See Part II of this Schedule for additional information. | |
New Garden / White Clay Point | PR New Garden L.P. PR New Garden/Chesco Limited Partnership PR New Garden Residential Limited Partnership | N/A – Land | Yes See Part II of this Schedule for additional information. | |
New River Valley Mall | PR Financing Limited Partnership | 88.0% | No | |
Nittany Mall | PR Financing Limited Partnership | 94.6% | No | |
North Hanover Mall(2) | PR Financing Limited Partnership | 85.0% | Yes See Part II of this Schedule for additional information | |
One Cherry Hill Plaza | Bala Cynwyd Associates, L.P. | 44.0% | No |
Properties | Owner | Occupancy (as of 9/30/2013) | Project Under Development? | |
Palmer Park Mall | PR Palmer Park Mall Limited Partnership | 92.3% | No | |
Patrick Henry Mall | PR Patrick Henry LLC | 95.7% | No | |
Pitney | PR Pitney Lot 3 Limited Partnership | N/A – Land | No | |
Plaza at Magnolia | PR Radio Drive, LLC | 100.0% | No | |
Plymouth Commons | PR Plymouth Meeting Associates PC LP | 0% | No | |
Plymouth Meeting Mall | • PR Plymouth Meeting Limited Partnership (Improvements) • Plymouth Ground Associates, L.P. (Land) • PR AEKI Plymouth, L.P. | 90.1% | Yes See Part II of this Schedule for additional information. | |
South Mall | PR Financing Limited Partnership | 94.3% | No | |
Spring Hills | PR Gainesville Limited Partnership | N/A – Land | Yes See Part II of this Schedule for additional information. | |
Sunrise Plaza | PR Sunrise Outparcel 1, LLC - .967 acres PR Sunrise Outparcel 2, LLC – 2.109 acres | N/A – Land | No | |
Swedes Square Property | PR Swedes Square LLC | N/A –Land | No | |
Uniontown Mall (leasehold) | PR Financing Limited Partnership | 96.4% | No. | |
Valley Mall | PR Valley Limited Partnership | 95.4% | No | |
Valley View Mall | PR Valley View Limited Partnership | 97.1% | No | |
Viewmont Mall | PR Financing Limited Partnership PREIT-RUBIN OP Inc. (Outparcel #s 12401-040-005, 12401-040-003, and 12401-040-001) | 99.3% | No | |
Voorhees Town Center (and Condominium) | Echelon Title LLC Echelon Residential Unit Owner LLC | 71.9% | Yes See Part II of this Schedule for additional information. |
Properties | Owner | Occupancy (as of 9/30/2013) | Project Under Development? | |
Washington Crown Center | PR Washington Crown Limited Partnership | 85.8% | Yes See Part II of this Schedule for additional information | |
Westgate Anchor Pad | PR Westgate Limited Partnership | 100% | No | |
Willow Grove Park | W.G. Park, L.P. WG Park-Anchor B LP (Anchor Site) | 98.1% | Yes See Part II of this Schedule for additional information. | |
Wiregrass Commons Mall (fee and leasehold) | PR Wiregrass Commons LLC PR Wiregrass Anchor LLC (Anchor Store) | 94.2% | No | |
Woodland Mall | PR Woodland Limited Partnership PR Woodland Outparcel LLC (Verizon Outparcel) | 99.0% | No | |
Wyoming Valley Mall | PR Wyoming Valley Limited Partnership | 96.8% | No | |
Joint Venture | ||||
Court At Oxford Valley | Oxford Valley Road Associates, LP | 88.5% | Yes See Part II of this Schedule for additional information. | |
Lehigh Valley Mall | Lehigh Valley Associates (leased to Mall at Lehigh Valley, L.P ) Lehigh BOS Acquisition, L.P. (Boscov’s parcel) | 98.3% | Yes See Part II of this Schedule for additional information. | |
Metroplex | Metroplex West Associates, L.P. | 98.5% | No. | |
Pavilion East | Pavilion East Associates, L.P. | N/A - Land | Yes See Part II of this Schedule for additional information. | |
Red Rose Commons | Red Rose Commons Associates, L.P | 100% | Yes See Part II of this Schedule for additional information. | |
Springfield East | Darlington Square Shopping Center Ltd, PR Springfield Associates, L.P, Lawrence Park Partnership, Joyfor Joint Venture as tenants in common | 100% | No |
Properties | Owner | Occupancy (as of 9/30/2013) | Project Under Development? | |
Springfield Mall | PR Springfield/Delco Limited Partnership and KS Springfield Limited Partnership as tenant in common | 92.9% | Yes See Part II of this Schedule for additional information. | |
Springfield Park | PRDB Springfield Limited Partnership | 98.9% | No | |
Whitehall Mall | Pennsylvania Real Estate Investment Trust and Whitemak Associates as tenants in common | 92.6% | No. |
Projects Under Development1 | |||
As of 9/30/2013 | |||
('000's) | |||
PREIT's Share of Value of Construction in Progress | PREIT's Share of Total Budgeted Costs Remaining 3 | Total Projects Under Development | |
Land in Predevelopment | |||
New Garden / White Clay Point | $34,786 | $34,786 | |
Springhills | 19,230 | 19,230 | |
Sub-Total Land in Predevelopment | 54,016 | 54,016 | |
Other Projects in Predevelopment | |||
Wholly Owned | |||
Joint Venture2 | |||
Court at Oxford Valley | 62 | 62 | |
Red Rose | 1 | 1 | |
Pavilion East | 768 | 768 | |
Sub-Total Other Predevelopment | 831 | 831 | |
Construction in Progress | |||
Wholly Owned | |||
801 Market | 2,941 | 682 | 3,624 |
Cherry Hill Mall | 50 | - | 50 |
Crossroads Mall | 333 | 1,646 | 1,979 |
Exton Square Mall | 2,403 | 1,879 | 4,281 |
Francis Scott Key Mall | 597 | - | 597 |
Gallery I | 5,691 | 4,285 | 9,976 |
Mall at Prince Georges | 1,512 | 149 | 1,662 |
Moorestown Mall | 18,139 | 4,854 | 22,993 |
North Hanover Mall | 8 | - | 8 |
Plymouth Meeting Mall | 522 | 1,693 | 2,216 |
Washington Crown Mall | 2,152 | 140 | 2,292 |
Willow Grove Park | (15) | - | (15) |
Voorhees Town Center | 40 | 655 | 695 |
Joint Venture2 | |||
Lehigh Valley Mall | 255 | - | 255 |
Springfield Mall | 6 | - | 6 |
Sub-Total Construction in Progress | 34,635 | 16,167 | 50,802 |
Total | 89,482 | $16,167 | $105,650 |
1 Includes the cost of land | |||
2 PREIT's share represents the greater of the ownership interest or PREIT's recourse amount. | |||
3 PREIT's Share of Total Budgeted Costs Remaining is net of any expected tenant reimbursements, parcel sales, tax credits or other incentives. |
Loan Party | Indebtedness | Description of property subject to Lien |
Borrower | ||
PR Financing Limited Partnership | $30,000,000 Amended and Restated Term Loan Agreement dated as of January 18, 2012 by and among PR Financing Limited Partnership, as Borrower, PREIT Associates, L.P. and Pennsylvania Real Estate Investment Trust, as Parent, the financial institutions party thereto, as Lenders, and Wells Fargo Bank, National Association, as Administrative Agent (“New River Term Loan”) with a balance of $28,050,000 as of 9/30/2013 | New River Valley Mall |
Pennsylvania Real Estate Investment Trust, PREIT Associates, L.P. | Guaranty of New River Term Loan | |
PREIT Associates, L.P., PREIT-RUBIN, Inc., Pennsylvania Real Estate Investment Trust | $400,000,000 Credit Agreement (for purposes of this Schedule 6.1.(g), the “Senior Credit Agreement”) by and among PREIT Associates, L.P., PREIT-RUBIN, Inc., and Pennsylvania Real Estate Investment Trust as Borrowers, U.S. Bank National Association, as Syndication Agent, Bank of America, N.A., Citibank, N.A, JPMorgan Chase Bank, N.A. and Manufacturers and Traders Trust Company, as Documentation Agent, Wells Fargo Bank, National Association, as Administrative Agent, Wells Fargo Securities, LLC, as Sole Lead Arranger, and each of the Lenders party thereto (for purposes of this Schedule 6.1.(g), the “Senior Facility”) | |
Pennsylvania Real Estate Investment Trust | Mortgage by Whitemak Associates and Pennsylvania Real Estate Investment Trust in favor of Northwestern Mutual Life Insurance Company with a balance of $10,718,000 as of 9/30/2013 | Whitehall Mall |
22. Pennsylvania Real Estate Investment Trust | Guaranty of Nonrecourse Carveouts by Pennsylvania Real Estate Investment Trust (50%) and Kravco, Inc. (50%) in favor of The Northwestern Mutual Life Insurance Company (Whitehall Mall) |
Borrower | ||
PREIT Associates, L.P. | Guaranty of NonRecourse Carveouts by PREIT Associates, L.P. in favor of New York Life Insurance Company and Teachers Insurance and Annuity Association of America (Cherry Hill Mall) | |
PREIT Associates, L.P. | Guaranty of NonRecourse Carveouts by PREIT Associates, L.P. and Kenneth N. Goldenberg in favor of Citigroup Global Markets Realty Corp. (Red Rose Commons) | |
PREIT Associates, L.P. | Roof Repairs and $5,000,000 Rollover Guaranty by PREIT Associates, L.P. and Kenneth N. Goldenberg in favor of New York Life Insurance Company (Metroplex West) | |
PREIT Associates, L.P. | Guaranty of Nonrecourse Carveouts by PREIT Associates, L.P. and Kenneth N. Goldenberg in favor of New York Life Insurance Company (Metroplex West) | |
PREIT Associates, L.P. | Guaranty of Nonrecourse Carveouts executed by PREIT Associates, L.P. in favor of Lehman Brothers Bank FSB. (Magnolia Mall) | |
PREIT Associates, L.P. | Guaranty of Nonrecourse Carveouts made by PREIT Associates, L.P. in favor of Bank of America (Cumberland Mall) |
PREIT Associates, L.P. | Guaranty of Nonrecourse Carveouts made by PREIT Associates, L.P. in favor of Bank of America, N.A. (Dartmouth Mall) | |
PREIT Associates, L.P. | Guaranty of Nonrecourse Carveouts made by PREIT Associates, L.P. in favor of Bank of America, N.A. (Capital City Mall) | |
PREIT Associates, L.P. | Guaranty of Nonrecourse Carveouts executed by PREIT Associates, L.P. in favor of Prudential Mortgage Capital Company, LLC. (Woodland Mall) | |
PREIT Associates, L.P. | Guaranty of Nonrecourse Carveouts executed by PREIT Associates, L.P. in favor of Eurohypo AG, New York Branch (Valley Mall). | |
PREIT Associates, L.P. | Guaranty of Nonrecourse Carveouts executed by PREIT Associates, L.P. in favor of Prudential Insurance Company of America and Teachers Insurance & Annuity Association of America (Willow Grove Mall) | |
PREIT Associates, L.P. | Guaranty of Nonrecourse Carveouts executed by PREIT Associates, L.P. in favor of Wells Fargo Bank, N.A. (Mall at Prince Georges) | |
PREIT Associates, L.P. | Guaranty of Nonrecourse Carveouts executed by PREIT Associates, L.P. in favor of Norddeutsche Landesbank Girozentrale (Logan Valley Mall) | |
PREIT Associates, L.P. | Guaranty of Nonrecourse Carveouts executed by PREIT Associates, L.P. in favor of Cantor Commercial Real Estate Lending, LP. (Wyoming Valley Mall) | |
PREIT Associates, L.P. | Guaranty of Nonrecourse Carveouts executed by PREIT Associates, L.P. in favor of Landesbank Baden-Württemberg. (Francis Scott Key Mall) | |
PREIT Associates, L.P. | Guaranty of Nonrecourse Carveouts executed by PREIT Associates, L.P. in favor of Landesbank Baden-Württemberg. (Viewmont Mall) | |
PREIT Associates, L.P. | Guaranty of loan in the amount of $35,500,000 from Susquehanna Bank to PR Lycoming L.P. with a balance of $35,075,000 as of 9/30/2013 (guaranty limited to 25% of the outstanding principal amount of the Note) (Lycoming Mall) | |
PREIT Associates, L.P. | Guaranty of Nonrecourse Carveouts executed by Simon Property Group, L.P. (37.985%), PREIT Associates, L.P. (50%) and Powell Springfield Investments, L.P. (12.015%) in favor of US Bank, N.A. (Springfield Mall) | |
PREIT Associates, L.P. | Guaranty of Nonrecourse Carveouts executed by PREIT Associates, L.P. in favor of Capital One, N.A. (Springfield Park/ Springfield East) | |
PREIT Associates, L.P. | Guaranty of loan in the amount of $27,700,000 from Capital One, N.A. to PREIT-RUBIN, Inc. with a balance of $26,360,000 as of 9/30/2013 (guaranty limited to greater of (i) 40% of the outstanding principal amount of the Note or (ii) any termination payment paid by tenant under Office lease) (801 Market Street – Office) | |
PREIT Associates, L.P. | Guaranty of Nonrecourse Carveouts executed by PREIT Associates, L.P. in favor of The Prudential Insurance Company of America (Patrick Henry Mall) | |
PREIT Associates, L.P. | Guaranty of Nonrecourse Carveouts executed by PREIT Associates, L.P. in favor of JP Morgan Chase Bank, N.A. (Valley View Mall) | |
PREIT Associates, L.P. | Guaranty of Nonrecourse Carveouts executed by PREIT Associates, L.P. and Kenneth N. Goldenberg in favor of CIBX Commercial Mortgage, LLC (The Court at Oxford Valley) |
Borrower | ||
PREIT-RUBIN, Inc. | $27,700,000 mortgage loan from Capital One, N.A. to PREIT-RUBIN, Inc. with a balance of $26,360,000 as of 9/30/2013 | 801 Market Street – Office |
Loan Parties | ||
801-Gallery Associates, L.P. | Guaranty of Senior Facility | |
801-Gallery Associates, L.P. | Guaranty of loan in the amount of $27,700,000 from Capital One, N.A. to PREIT-RUBIN, Inc. with a balance of $26,360,000 as of 9/30/2013 (801 Market Street – Office) | |
801-Gallery C-3 GP, LLC | Guaranty of Senior Facility | |
801-Gallery C-3 Associates, L.P. | Guaranty of Senior Facility | |
801-Gallery GP, LLC | Guaranty of Senior Facility | |
801-Gallery Office Associates, L.P. | Guaranty of Senior Facility | |
801-Gallery Office Associates, L.P. | Guaranty of loan in the amount of $27,700,000 from Capital One, N.A. to PREIT-RUBIN, Inc. with a balance of $26,360,000 as of 9/30/2013 (801 Market Street – Office) | |
801-Gallery Office GP, LLC | Guaranty of Senior Facility | |
801 Developers, LP | Guaranty of Senior Facility | |
801 Developers GP, LLC | Guaranty of Senior Facility | |
Echelon Residential Unit Owner LLC | Guaranty of Senior Facility | |
Echelon Title LLC | Guaranty of Senior Facility | |
Keystone Philadelphia Properties, L.P. | Guaranty of Senior Facility | |
Keystone Philadelphia Properties, LLC | Guaranty of Senior Facility | |
Plymouth Ground Associates LLC | Guaranty of Senior Facility | |
Plymouth Ground Associates LP | Guaranty of Senior Facility | |
PR AEKI Plymouth, L.P. | Guaranty of Senior Facility | |
PR AEKI Plymouth LLC | Guaranty of Senior Facility | |
PR BVM, LLC | Guaranty of Senior Facility | |
PR Crossroads I, LLC | Guaranty of Senior Facility | |
PR Crossroads II, LLC | Guaranty of Senior Facility | |
PR Cumberland Outparcel LLC | Guaranty of Senior Facility | |
PR Echelon Limited Partnership | Guaranty of Senior Facility | |
PR Echelon LLC | Guaranty of Senior Facility | |
PR Exton Limited Partnership | Guaranty of Senior Facility | |
PR Exton LLC | Guaranty of Senior Facility |
PR Exton Square Property L.P. | Guaranty of Senior Facility | |
PR Jacksonville Limited Partnership | Guaranty of Senior Facility | |
PR Jacksonville LLC | Guaranty of Senior Facility | |
PR JK LLC | Guaranty of Senior Facility | |
Exton Outparcel GP, LLC | Guaranty of Senior Facility | |
Exton Outparcel Holdings, LP | Guaranty of Senior Facility | |
Exton Outparcel Limited Partnership | Guaranty of Senior Facility | |
PR Fin Delaware, LLC | Guaranty of Senior Facility | |
PR Financing I LLC | Guaranty of Senior Facility | |
PR Financing II LLC | Guaranty of Senior Facility | |
PR Financing Limited Partnership | Guaranty of Senior Facility | |
PR Gainesville Limited Partnership | Guaranty of Senior Facility | |
PR Gainesville LLC | Guaranty of Senior Facility | |
PR Gallery I Limited Partnership | Guaranty of Senior Facility | |
PR Gallery I LLC | Guaranty of Senior Facility | |
PR Gallery II LLC | Guaranty of Senior Facility | |
PR Gallery II Limited Partnership | Guaranty of Senior Facility | |
PR GV LLC | Guaranty of Senior Facility | |
PR GV LP | Guaranty of Senior Facility | |
PR Monroe Limited Partnership | Guaranty of Senior Facility | |
PR Monroe, LLC | Guaranty of Senior Facility | |
PR Monroe Holdings, L.P. | Guaranty of Senior Facility | |
PR Monroe Holdings, LLC | Guaranty of Senior Facility | |
PR Monroe Old Trail Limited Partnership | Guaranty of Senior Facility | |
PR Monroe Old Trail, LLC | Guaranty of Senior Facility | |
PR Monroe Old Trail Holdings, L.P. | Guaranty of Senior Facility | |
PR Monroe Old Trail Holdings, LLC | Guaranty of Senior Facility | |
PR Monroe Unit One Limited Partnership | Guaranty of Senior Facility | |
PR Monroe Unit One Holding, L.P. | Guaranty of Senior Facility |
PR Monroe Unit One GP, LLC | Guaranty of Senior Facility | |
PR Monroe Unit 10C Limited Partnership | Guaranty of Senior Facility | |
PR Monroe Unit 10C Holdings, L.P. | Guaranty of Senior Facility | |
PR Monroe Unit 10C GP, LLC | Guaranty of Senior Facility | |
PR New Garden/Chesco Limited Partnership | Guaranty of Senior Facility | |
PR New Garden/Chesco, LLC | Guaranty of Senior Facility | |
PR New Garden/Chesco Holdings, L.P. | Guaranty of Senior Facility | |
PR New Garden/Chesco Holdings, LLC | Guaranty of Senior Facility | |
PR New Garden LLC | Guaranty of Senior Facility | |
PR New Garden Limited Partnership | Guaranty of Senior Facility | |
PR New Garden Residential Limited Partnership | Guaranty of Senior Facility | |
PR New Garden Residential LLC | Guaranty of Senior Facility | |
PR Palmer Park, L.P. | Guaranty of Senior Facility | |
PR Palmer Park Mall Limited Partnership | Guaranty of Senior Facility | |
PR Palmer Park Trust | Guaranty of Senior Facility | |
PR Plymouth Meeting Associates PC LP | Guaranty of Senior Facility | |
PR Plymouth Meeting Limited Partnership | Guaranty of Senior Facility | |
PR Plymouth Meeting LLC | Guaranty of Senior Facility | |
PR PM PC Associates LP | Guaranty of Senior Facility |
PR PM PC Associates LLC | Guaranty of Senior Facility | |
PR Radio Drive LLC | Guaranty of Senior Facility | |
PR Swedes Square LLC | Guaranty of Senior Facility | |
PR TP LLC | Guaranty of Senior Facility | |
PR TP LP | Guaranty of Senior Facility | |
PR Washington Crown Limited Partnership | Guaranty of Senior Facility | |
PR Washington Crown LLC | Guaranty of Senior Facility | |
PR WC LLC | Guaranty of Senior Facility | |
PR Westgate Limited Partnership | Guaranty of Senior Facility | |
PR Westgate LLC | Guaranty of Senior Facility | |
PR Wiregrass Anchor LLC | Guaranty of Senior Facility | |
PR Wiregrass Commons LLC | Guaranty of Senior Facility | |
PREIT Gadsden Mall LLC | Guaranty of Senior Facility | |
PREIT-RUBIN OP, Inc. | Guaranty of Senior Facility | |
WG Park – Anchor B, LLC | Guaranty of Senior Facility | |
WG Park – Anchor B LP | Guaranty of Senior Facility | |
XGP LLC | Guaranty of Senior Facility |
Other Subsidiaries | ||
PR North Dartmouth LLC | Mortgage in favor of Bank of America with a balance of $66,534,000 as of 9/30/2013. | Dartmouth Mall |
PR Capital City Limited Partnership | Fee and Leasehold Mortgage and Security Agreement in the amount of $65,750,000 from Bank of America, N.A. to PR Capital City Limited Partnership with a balance of $64,442,000 as of 9/30/2013 | Capital City Mall (Improvements) |
PR CC Limited Partnership | Fee and Leasehold Mortgage and Security Agreement in favor of Bank of America, N.A., with a balance of $64,442,000 as of 9/30/2013 | Capital City Mall (Land) |
PR Valley View Limited Partnership | Loan in the amount of $32,000,000 from JP Morgan Chase Bank, N.A to PR Valley View Limited Partnership with a balance of $30,762,000 as of 9/30/2013 | Valley View Mall |
PR Valley Limited Partnership | Indemnity Deed of Trust Security Agreement in the amount of $90,000,000 in favor of Eurohypo AG, New York Branch with a balance of $82,885,000 as of 9/30/2013 | Valley Mall |
PR Hagerstown LLC | Loan in the amount of $90,000,000 from Eurohypo, AG New York Branch to PR Hagerstown Limited Partnership with a balance of $82,885,000 as of 9/30/2013 | Valley Mall |
W.G. Park, L.P. | Loan in the amount of $160,000,000 from Prudential Insurance Company of America and Teachers Insurance & Annuity Association of America to W.G. Park, L.P. with a balance of $140,192,000 as of 9/30/2013 | Willow Grove Mall |
PR Cherry Hill STW LLC | Loan in the amount of $300,000,000 from New York Life Insurance Company and Teachers Insurance and Annuity Association of America to PR Cherry Hill STW LLC and Cherry Hill Center LLC with a balance of $300,000,000 as of 9/30/2013 | Cherry Hill Strawbridge Parcel and Cherry Hill Mall |
Cherry Hill Center, LLC | Loan in the amount of $300,000,000 from New York Life Insurance Company and Teachers Insurance and Annuity Association of America to PR Cherry Hill STW LLC and Cherry Hill Center LLC with a balance of $300,000,000 as of 9/30/2013 | Cherry Hill Strawbridge Parcel and Cherry Hill Mall |
PR Woodland Limited Partnership | Loan in the amount of $156,500,000 from Prudential Mortgage Capital Company, LLC to PR Woodland Limited Partnership with a balance of $147,029,000 as of 9/30/2013 | Woodland Mall |
PR Hyattsville LLC | Loan in the amount of $150,000,000 Wells Fargo Bank, N.A. to PR Hyattsville LLC with a balance of $150,000,000 as of 9/30/2013 | Mall at Prince George |
PR Prince Georges Plaza LLC | Guaranty of Loan and Indemnity Deed of Trust in the amount of $150,000,000 in favor of Wells Fargo Bank, N.A. with a balance of $150,000,000 as of 9/30/2013 | Mall at Prince George |
PR Magnolia Mall LLC | Loan in the amount of $66,000,000 from Lehman Brothers Bank, FSB to PR Magnolia LLC with a balance of $57,375,000 as of 9/30/2013 | Magnolia Mall |
Cumberland Mall Associates | Loan in the amount of $52,000,000 from Bank of America, N.A. to Cumberland Mall Associates with a balance of $50,770,000 at 9/30/2013 | Cumberland Mall |
PR Logan Valley LP | Loan in the amount of $68,000,000 from Norddeutsche Landesbank Girozentrale to PR Logan Valley L.P with a balance of $51,000,000 as of 9/30/2013 | Logan Valley Mall |
PR Wyoming Valley LP | Loan in the amount of $78,000,000 from Cantor Commercial Real Estate Lending, LP to PR Wyoming Valley L.P with a balance of $78,000,000 as of 12/11/2013. | Wyoming Valley Mall |
PR Francis Scott Key LLC | Loan in the amount of $62,625,000 from Landesbank Baden-Württemberg to PR Francis Scott Key with a balance of $62,625,000 as of 9/30/2013 | Francis Scott Key Mall |
PR Financing LP | Guaranty of Loan and Indemnity Deed of Trust in the amount of $62,625,000,000 in favor of Landesbank Baden-Württemberg to PR Francis Scott Key with a balance of $62,625,000 as of 9/30/2013 | Francis Scott Key Mall |
PR Viewmont LP | Fee and Leasehold Mortgage in the amount of $48,000,000 to Landesbank Baden-Württemberg with a balance of $48,000,000 as of 9/30/2013 | Viewmont Mall (Improvements) |
PR Financing LP | Fee and Leasehold Mortgage in the amount of $48,000,000 to Landesbank Baden-Württemberg with a balance of $48,000,000 as of 9/30/2013 | Viewmont Mall (Land) |
PR Patrick Henry LLC | Loan in the amount of $97,000,000 from Prudential Insurance Company of America to PR Patrick Henry LLC with a balance of $87,834,000 as of 9/30/2013 | Patrick Henry |
PR Lycoming LP | Leasehold Mortgage in the amount of $35,500,000 to Susquehanna Bank with a balance of $35,075,000 as of 9/30/2013 | Lycoming Mall (Improvements) |
PR Financing LP | Guaranty of Loan and Fee Mortgage in the amount of $35,500,000 in favor of Susquehanna Bank with a balance of $35,075,000 as of 9/30/2013 | Lycoming Mall (Land) |
1150 Plymouth Associates, Inc. | Guaranty of Senior Facility * | |
Beverage Two, LLC | Guaranty of Senior Facility * | |
Capital City Beverage Enterprises, Inc. | Guaranty of Senior Facility * | |
Echelon Beverage LLC | Guaranty of Senior Facility * | |
Exton License, Inc. | Guaranty of Senior Facility * | |
Moorestown Beverage I, LLC | Guaranty of Senior Facility * | |
Moorestown Beverage II, LLC | Guaranty of Senior Facility * | |
Plymouth License III, LLC | Guaranty of Senior Facility * | |
Plymouth License IV, LLC | Guaranty of Senior Facility * | |
PR Acquisition Sub LLC | Guaranty of Senior Facility * | |
PR Advisors GP, LLC | Guaranty of Senior Facility * | |
PR BOS GP, LLC | Guaranty of Senior Facility* | |
PR BOS LP | Guaranty of Senior Facility* | |
PR Gloucester LLC | Guaranty of Senior Facility * | |
PR GC Inc. | Guaranty of Senior Facility * | |
PR Holding Sub Limited Partnership | Guaranty of Senior Facility * | |
PR Holding Sub LLC | Guaranty of Senior Facility * | |
PR Lycoming Service Associates | Guaranty of Senior Facility * | |
PR Outdoor, LP | Guaranty of Senior Facility * | |
PR Outdoor, LLC | Guaranty of Senior Facility * | |
PR Services Corporation | Guaranty of Senior Facility * | |
PR Valley View Downs Limited Partnership | Guaranty of Senior Facility * | |
PR Valley View Downs LLC | Guaranty of Senior Facility * | |
PREIT Advisors, LLC | Guaranty of Senior Facility * | |
PREIT CDE LLC | Guaranty of Senior Facility * | |
PREIT Capital Advisors, LP | Guaranty of Senior Facility * | |
PREIT Protective Trust 1 | Guaranty of Senior Facility * | |
PREIT Services, LLC | Guaranty of Senior Facility * | |
PREIT TRS, Inc. | Guaranty of Senior Facility * |
Unconsolidated Affiliates | ||
Metroplex West Associates, L.P. | Loan in the amount of $87,500,000 from New York Life Insurance Company with a balance of $84,968,000 as of 9/30/2013 | Metroplex West |
Red Rose Commons Associates, L.P. | Loan in the amount of $29,900,000 from Citigroup Global Markets Realty Corp. with a balance of $28,998,000 as of 9/30/2013 | Red Rose Commons |
Mall at Lehigh Valley, L.P. | Loan in the amount of $140,000,000 from The Prudential Insurance Company of America with a balance of $134,060,000 as of 9/30/2013 | Lehigh Valley Mall |
Oxford Valley Road Associates | Loan in the amount of $60,000,000 from CIBX Commercial Mortgage, LLC with a balance of $59,130,000 as of 9/30/2013 | Court at Oxford Valley |
Pavilion East Associates, L.P. | Loan in the amount of $9,400,000 from M&T with a balance of $9,138,000 as of 9/30/2013 | Pavilion East |
PRDB Springfield Limited Partnership | Loan in the amount of $10,000,000 from Capital One, N.A. with a balance of $9,314,000 as of 9/30/2013 | Springfield East / Springfield Park |
PR Springfield Associates, L.P. | Loan in the amount of $10,000,000 from Capital One, N.A. with a balance of $9,314,000 as of 9/30/2013 | Springfield East / Springfield Park |
PR Springfield/Delco Limited Partnership | Loan in the amount of $67,000,000 from US Bank, N.A and Aareal Capital Corporation with a balance of $64,074,000 as of 9/30/2013 | Springfield Mall |
Total Liabilities (Excluding Indebtedness set forth in Part I) as of 9/30/2013 [$ In Thousands] | |||
Construction Costs Payable | 9,282 | ||
Deferred Rent & Escrow Deposits | 18,721 | ||
Accrued Pensions et al. | 89,002 | ||
Accrued Expenses & Other Liabilities | 43,886 | ||
Contingent Liabilities | 5,650 | ||
Total Liabilities | 86,541 |
Legal Name of Non-Guarantor Entities | Type of Legal Entity | Equity Interest Held by Parent | Reason for Exclusion |
Limited Partnerships | |||
Cumberland Mall Associates | NJ Limited Partnership | • PR Cumberland GP, LLC – 1% GP • PR Cumberland LP, LLC – 99% LP | 2 – Special Purpose Entity (“SPE”) |
PR BOS LP | PA Limited Partnership | • PR BOS GP, LLC – 1% GP • PREIT – 99% LP | 2- See Lehigh BOS Acquisition L.P. |
PR Capital City Limited Partnership | PA Limited Partnership | • PR Capital City LLC 0.5% GP • PREIT 99.5% LP | 2 – SPE |
PR CC Limited Partnership | PA Limited Partnership | • PR CC I LLC 0.01% GP • PREIT 99.99% LP | 2- SPE |
PR Holding Sub Limited Partnership | PA Limited Partnership | • PR Holding Sub LLC – .1% GP • PREIT – 99.9% LP | 1 |
PR Logan Valley Limited Partnership | PA Limited Partnership | • PR Logan Valley LLC 0.01% GP • PREIT 99.99% LP | 2 – SPE |
PR Lycoming Limited Partnership | PA Limited Partnership | • PR Lycoming LLC – 0.01% GP • PREIT – 99.99% | 2 – SPE |
PR New Castle Associates | PA Limited Partnership | • PREIT – 99.9% LP • PR New Castle LLC – .1% GP | 2 – SPE See Cherry Hill Center LLC |
PR Outdoor, LP | PA Limited Partnership | • PR Outdoor, LLC -0.01% GP • PREIT-RUBIN, Inc. – 99.99% LP | 1 |
PR Springfield Associates, L.P. | PA Limited Partnership | • PR Springfield Trust – 89% GP • Pennsylvania Real Estate Investment Trust – 11% LP | 2 – SPE |
PR Springfield/Delco Limited Partnership | PA Limited Partnership | • PR Springfield/Delco LLC – 0.1% GP • PR Springfield/Delco Holdings, L.P. – 99.9% LP | 2 – SPE |
Legal Name of Non-Guarantor Entities | Type of Legal Entity | Equity Interest Held by Parent | Reason for Exclusion |
PR Springfield/Delco Holdings, L.P. | PA Limited Partnership | • PR/Springfield/Delco Holdings LLC – 0.1% GP • Balsam Holding Inc. – 99.9% LP (Exchange Accommodation Titleholder) | 2 – PR Springfield/Delco Limited Partnership |
PR Valley Limited Partnership | PA Limited Partnership | • PR Valley LLC – 0.5% GP • PREIT – 99.5% LP | 2 – SPE |
PR Valley View Downs Limited Partnership | PA Limited Partnership | • PR Valley View Downs LLC – 0.01% GP • PREIT – 99.99% LP | 1 |
PR Valley View Limited Partnership | PA Limited Partnership | • PR Valley View LLC 0.5% GP • PREIT 99.5% LP | 2 – SPE |
PR Viewmont Limited Partnership | PA Limited Partnership | • PR Viewmont LLC – 0.01% GP • PREIT – 99.99% LP | 2 – SPE |
PR Woodland L.P. | DE Limited Partnership | • PR Woodland General, LLC – 0.1% GP | 2 – SPE |
PR Wyoming Valley Limited Partnership | PA Limited Partnership | • PR Wyoming Valley LLC 0.5% GP • PREIT 99.5% LP | 2 – SPE |
PREIT Capital Advisors, LP | PA Limited Partnership | • PR Advisors GP, LLC – 0.01% GP • PREIT-RUBIN, Inc. – 99.99% LP | 1 |
WG Holdings, L.P. | PA Limited Partnership | • PRWGP General LLC – 0.02% GP | 2 – See WG Park L.P. |
WG Park General L.P. | PA Limited Partnership | • WG Holdings of Pennsylvania L.L.C. – 0.1% GP • WG Holdings L.P. – 99.9% LP | 2 – See WG Park L.P. |
WG Park Limited L.P. | PA Limited Partnership | • WG Holdings of Pennsylvania L.L.C. -0.1% GP • WG Holdings L.P. -99.9% LP | 2 – See WG Park L.P. |
WG Park L.P. | PA Limited Partnership | • WG Park General L.P. – 20% GP • WG Park Limited L.P. – 80% LP | 2 - SPE |
Limited Liability Companies | |||
801-Tenant Office Manager, LLC | PA Limited Liability Company | 801-Gallery Associates, L.P. – 100% sole member | 2 – only interest is in a Consolidation Exempt Entity |
801-Tenant C-3 Manager, LLC | PA Limited Liability Company | 801-Gallery Associates, L.P. – 100% sole member | 2 – only interest is in a Consolidation Exempt Entity |
Beverage Two, LLC | NJ Limited Liability Company | PREIT-RUBIN, Inc. – 100% | 2 |
Cherry Hill Center, LLC | PA Limited Liability Company | New Castle Associates – 100% Sole Member | 2 – SPE |
Cumberland Mall Retail Condominium Association, LLC | NJ Limited Liability Company | • PREIT and other unit owners | 1 |
Echelon Beverage LLC | NJ Limited Liability Company | PREIT-RUBIN, Inc. 100% | 1 |
Moorestown Beverage I, LLC | NJ Limited Liability Company | PREIT-RUBIN, Inc. 100% | 1 |
Moorestown Beverage II, LLC | NJ Limited Liability Company | PREIT-RUBIN, Inc. 100% | 1 |
Plymouth License III, LLC | PA Limited Liability Company | PREIT-RUBIN, Inc. – 100% Sole Member | 1 |
Plymouth License IV, LLC | PA Limited Liability Company | PREIT-RUBIN, Inc. – 100% Sole Member | 1 |
PR Acquisition Sub LLC | DE Limited Liability Company | PREIT – 100% Sole Member | 1 |
PR Advisors GP, LLC | DE Limited Liability Company | PREIT-RUBIN, Inc. – 100% Sole Member | 1 |
PR BOS GP, LLC | DE Limited Liability Company | • PREIT – 100% Sole Member | 2- See Lehigh BOS Acquisition L.P. |
PR Capital City LLC | DE Limited Liability Company | • PR CC II LLC 99.99% Member • PREIT .01% Member | 2 – See PR Capital City Limited Partnership |
PR CC I LLC | DE Limited Liability Company | • PR CC II LLC 99.99% Member • PREIT .01% Member | 2 – See PR CC Limited Partnership |
PR CC II LLC | DE Limited Liability Company | PREIT 100% Sole Member | 2 – See PR CC Limited Partnership |
PR Cherry Hill STW, LLC | DE Limited Liability Company | • PREIT – 100% Sole Member | 2 – SPE |
PR Christiana LLC | DE Limited Liability Company | PREIT 100% Sole Member | 2 – SPE |
PR Cumberland GP, LLC | DE Limited Liability Company | PREIT – 100% Sole Member | 2 – See Cumberland Mall Associates |
PR Cumberland LP, LLC | DE Limited Liability Company | PREIT – 100% Sole Member | 2 – See Cumberland Mall Associates |
Limited Liability Companies | |||
PR Francis Scott Key LLC | DE Limited Liability Company | PR Financing Limited Partnership – 100% Sole Member | 2 - SPE |
PR Gloucester LLC | DE Limited Liability Company | PREIT – 100% Sole Member | 1 |
PR Hagerstown LLC | DE Limited Liability Company | PR Valley Mall Limited Partnership 100% Sole Member | 2 – SPE |
PR Holding Sub LLC | PA Limited Liability Company | PREIT – 100% Sole Member | 1 |
PR Hyattsville LLC | DE Limited Liability Company | PR Prince Georges Plaza LLC – 100% Sole Member | 2 – SPE |
PR Lehigh Valley LLC | PA Limited Liability Company | PREIT 100% Sole Member | 2 – See Lehigh Valley Associates |
PR Logan Valley LLC | DE Limited Liability Company | PR LV LLC 99.99% Member PREIT - .01% | 2 – See PR Logan Valley Limited Partnership |
PR LV LLC | DE Limited Liability Company | PREIT 100% Sole Member | 2 – See PR Logan Valley Limited Partnership |
PR Lycoming LLC | DE | PREIT – 100% Sole Member | 2 – See Lycoming Limited Partnership |
PR Magnolia LLC | DE Limited Liability Company | PREIT 100% Sole Member | 2 – SPE |
PR Metroplex West LLC | PA Limited Liability Company | PREIT – 100% Sole Member | 2 – See Metroplex General, Inc. |
PR New Castle LLC | PA Limited Liability Company | PREIT 100% Sole Member | 2 – See PR New Castle Associates |
PR North Dartmouth LLC | DE Limited Liability Company | PREIT – 100% Sole Member | 2 – SPE |
PR Northeast LLC | PA Limited Liability Company | PREIT – 100% Sole Member | 1 |
PR Outdoor, LLC | DE Limited Liability Company | • PREIT-RUBIN, Inc. – 100% Sole Member | 1 |
PR Oxford Valley General, LLC | DE | • PREIT – 100% Sole Member | 2 – See Oxford Valley Road Associates |
PR Patrick Henry LLC | DE Limited Liability Company | • PREIT – Sole Member | 2 – SPE |
PR PG Plaza LLC | DE Limited Liability Company | PREIT – 100% Sole Member | 2 – See PR Prince Georges Plaza LLC |
PR Prince Georges Plaza LLC | DE Limited Liability Company | PR PGPlaza LLC – 1% Managing Member PREIT – 99% Member | 2 – See PR Hyattsville LLC |
PR Red Rose LLC | PA Limited Liability Company | PREIT – 100% Sole Member | 2 – See Red Rose Commons Associates, L.P. |
PR Springfield/Delco LLC | DE Limited Liability Company | Balsam Holding Inc. (Exchange Accommodation Titleholder) – 100% Sole Member | 2 – See PR Springfield/Delco, L.P. |
Limited Liability Companies | |||
PR Springfield/Delco Holdings LLC | DE Limited Liability Company | Balsam Holding Inc. (Exchange Accommodation Titleholder) – 100% Sole Member | 2 – See PR Springfield/Delco Holdings, L.P. |
PR Valley LLC | DE Limited Liability Company | • PREIT 100% Sole Member | 2 – See PR Valley Limited Partnership |
PR Valley View Downs LLC | PA Limited Liability Company | • PREIT – 100% Sole Member | 1 |
PR Valley View LLC | DE Limited Liability Company | • PR VV LLC 99.99% Member • PREIT .01% Member | 2 – See PR Valley View Limited Partnership |
PR Viewmont LLC | DE Limited Liability Company | PREIT – 100% Sole Member | 2 – See PR Viewmont Limited Partnership |
PR VV LLC | DE Limited Liability Company | PREIT 100% Sole Member | 2 – See PR Valley View Limited Partnership |
PR Walnut Street Abstract LLC | DE Limited Liability Company | PREIT-RUBIN, Inc. – Sole Member | 2 – See Walnut Street Abstract L.P. |
WG Holdings of Pennsylvania L.L.C. | PA Limited Liability Company | WG Holdings L.P. 100% Sole Member | 2 – See WG Park, L.P. |
PRWGP General LLC | DE Limited Liability Company | PREIT 100% Sole Member | 2 – See WG Park, L.P. |
PR Woodland General LLC | DE Limited Liability Company | PREIT 100% Sole Member | 2 – See PR Woodland L. P. |
PR Woodland Outparcel LLC | DE Limited Liability Company | • PREIT – Sole Member | 2 – SPE |
PR WV LLC | DE Limited Liability Company | PREIT 100% Sole Member | 2 – See PR Wyoming Valley Limited Partnership |
PR Wyoming Valley LLC | DE Limited Liability Company | PR WV LLC 99.99% Member PREIT - .01% | 2 – See PR Wyoming Valley Limited Partnership |
PREIT Advisors, LLC | PA Limited Liability Company | PREIT –RUBIN, Inc. – 100% Sole Member | PREIT Advisors, LLC |
PREIT CDE LLC (f/k/a Exton License II, LLC) | PA Limited Liability Company | PREIT-RUBIN, Inc. – 1 % Member PREIT – 99% Member | 1 |
PREIT Services LLC | DE Limited Liability Company | PREIT – 100% Sole Member | 1 |
Corporations | |||
1150 Plymouth Associates, Inc. | MD | PREIT-RUBIN, Inc. – 100% | 1 |
Capital City Beverage Enterprise, Inc. (f/k/a R8267 Plymouth Enterprises, Inc.) | MD | PREIT-RUBIN, Inc. – 100% | 1 |
Exton License, Inc. | MD | PREIT-RUBIN, Inc. – 100% | 1 |
PR GC Inc. | MD | PREIT Services, LLC – 100% | 1 |
PR Services Corporation | PA | PREIT-RUBIN, Inc. – 100% | 1 |
PREIT TRS, Inc. | DE | Pennsylvania Real Estate Investment Trust | 1 |
Springhills NE Quadrant Drainage Association No. One, Inc. | FL | PREIT and other owners. | 1 |
Springhill Owners Association, Inc. | FL | PREIT and other owners. | 1 |
Trusts | |||
PR Lycoming Service Associates | PA | PREIT-RUBIN, Inc. – Sole Beneficiary | |
PR Springfield Trust | PA Business Trust | PREIT – Sole Beneficiary | 2 – See PR Springfield Associates, L.P. |
PREIT Protective Trust 1 | PA | PREIT-RUBIN, Inc. – Sole Beneficiary |
2. | Assignee[s]: ______________________________ |
3. | Borrower(s): PREIT Associates, L.P., PREIT-Rubin, Inc. and Pennsylvania Real Estate Investment Trust |
4. | Administrative Agent: Wells Fargo Bank, National Association, as the administrative agent under the Credit Agreement |
5. | Credit Agreement: The $150,000,000 Five-Year Term Loan Agreement dated as of January __, 2014 by and among the Borrowers, the Lenders parties thereto, Wells Fargo Bank, National Association, as Administrative Agent, and the other parties thereto |
6. | Assigned Interest[s]: |
Assignor[s] | Assignee[s] | Facility Assigned | Aggregate Amount of Commitment/Loans for all Lenders | Amount of Commitment/Loans Assigned8 | Percentage Assigned of Commitment/ Loans | CUSIP Number |
$ | $ | % | ||||
$ | $ | % | ||||
$ | $ | % |
1. | The requested date of such Continuation is ____________, 20__. |
2. | The LIBOR Loan to be continued pursuant hereto is a Loan in the aggregate principal amount of $________________. |
3. | The portion of the principal amount of such LIBOR Loan subject to the requested Continuation is $__________________________. |
3. | The current Interest Period of such LIBOR Loan subject to such Continuation ends on ________________, 20___. |
4. | The duration of the Interest Period for such LIBOR Loan or portion thereof subject to such Continuation is: |
1. | The requested date of such Conversion is ______________, 20__. |
2. | The Type of Loan to be Converted pursuant hereto is currently: |
¨ | Base Rate Loan |
¨ | LIBOR Loan |
3. | The aggregate principal amount of the Loans subject to the requested Conversion is $_____________________ and the portion of such principal amount subject to such Conversion is $___________________. |
4. | The amount of such Loan to be so Converted is to be converted into Loan of the following Type: |
¨ | Base Rate Loan |
¨ | LIBOR Loan, with an initial Interest Period for a duration of: |
1. | Pursuant to Section 2.1.(b) of the Credit Agreement, the Borrower hereby requests that the Lenders make Loans to the Borrower in an aggregate amount equal to $___________________. |
2. | The Borrower requests that the Loans be made available to the Borrower on ____________, 20__. |
3. | The Borrower hereby requests that the requested Loans be of the following Type: |
Borrower: PREIT Associates, L.P., PREIT-Rubin, Inc. and Pennsylvania Real Estate Investment Trust |
Administrative Agent: Wells Fargo Bank, National Association |
Loan: Loan number [INSERT LOAN NUMBER] made pursuant to that certain Five-Year Term Loan Agreement dated as of January __, 2014 (as amended from time to time, the “Credit Agreement”) by and among the Borrower, the Lenders party thereto and the Administrative Agent |
Effective Date: INSERT DATE |
Check applicable box: New – This is the first Disbursement Instruction Agreement submitted in connection with the Loan. Replace Previous Agreement – This is a replacement Disbursement Instruction Agreement. All prior instructions submitted in connection with this Loan are cancelled as of the Effective Date set forth above. |
(1) | to designate an individual or individuals with authority to request disbursements of Loan proceeds, whether at the time of Loan closing/origination or thereafter; |
(2) | to designate an individual or individuals with authority to request disbursements of funds from Restricted Accounts (as defined in the Terms and Conditions attached to this Agreement), if applicable; and |
(3) | to provide Administrative Agent with specific instructions for wiring or transferring funds on Borrower’s behalf. |
Disbursement of Loan Proceeds at Origination/Closing | ||
Closing Disbursement Authorizers: Administrative Agent is authorized to accept one or more Disbursement Requests from any of the individuals named below (each, a “Closing Disbursement Authorizer”) to disburse Loan proceeds on or about the date of the Loan origination/closing and to initiate Disbursements in connection therewith (each, a “Closing Disbursement”): | ||
Individual’s Name | Title | |
1. | ||
2. | ||
3. | ||
Describe Restrictions, if any, on the authority of the Closing Disbursement Authorizers (dollar amount limits, wire/deposit destinations, etc.): DESCRIBE APPLICABLE RESTRICTIONS OR INDICATE “N/A” If there are no restrictions described here, any Closing Disbursement Authorizer may submit a Disbursement Request for all available Loan proceeds. |
Permitted Wire Transfers: Disbursement Requests for the Closing Disbursement(s) to be made by wire transfer must specify the amount and applicable Receiving Party. Each Receiving Party included in any such Disbursement Request must be listed below. Administrative Agent is authorized to use the wire instructions that have been provided directly to Administrative Agent by the Receiving Party or Borrower and attached as the Closing Exhibit. All wire instructions must be in the format specified on the Closing Exhibit. | |
Names of Receiving Parties for the Closing Disbursement(s) (may include as many parties as needed; wire instructions for each Receiving Party must be attached as the Closing Exhibit) | |
1. | |
2. | |
3. |
Direct Deposit: Disbursement Requests for the Closing Disbursement(s) to be deposited into an account at Wells Fargo Bank, N.A. must specify the amount and applicable account. Each account included in any such Disbursement Request must be listed below. |
Name on Deposit Account: |
Wells Fargo Bank, N.A. Deposit Account Number: |
Further Credit Information/Instructions: |
Disbursements of Loan Proceeds Subsequent to Loan Closing/Origination | ||
Subsequent Disbursement Authorizers: Administrative Agent is authorized to accept one or more Disbursement Requests from any of the individuals named below (each, a “Subsequent Disbursement Authorizer”) to disburse Loan proceeds after the date of the Loan origination/closing and to initiate Disbursements in connection therewith (each, a “Subsequent Disbursement”): | ||
Individual’s Name | Title | |
1. | ||
2. | ||
3. | ||
Describe Restrictions, if any, on the authority of the Subsequent Disbursement Authorizers (dollar amount limits, wire/deposit destinations, etc.): DESCRIBE APPLICABLE RESTRICTIONS OR INDICATE “N/A” If there are no restrictions described here, any Subsequent Disbursement Authorizer may submit a Disbursement Request for all available Loan proceeds. |
Permitted Wire Transfers: Disbursement Requests for Subsequent Disbursements to be made by wire transfer must specify the amount and applicable Receiving Party. Each Receiving Party included in any such Disbursement Request must be listed below. Administrative Agent is authorized to use the wire instructions that have been provided directly to Administrative Agent by the Receiving Party or Borrower and attached as the Subsequent Disbursement Exhibit. All wire instructions must be in the format specified on the Subsequent Disbursement Exhibit. | |
Names of Receiving Parties for Subsequent Disbursements (may include as many parties as needed; wire instructions for each Receiving Party must be attached as the Subsequent Disbursement Exhibit) | |
1. | |
2. | |
3. |
Direct Deposit: Disbursement Requests for Subsequent Disbursements to be deposited into an account at Wells Fargo Bank, N.A. must specify the amount and applicable account. Each account included in any such Disbursement Request must be listed below. |
Name on Deposit Account: |
Wells Fargo Bank, N.A. Deposit Account Number: |
Further Credit Information/Instructions: |
Transfer/Deposit Funds to (Receiving Party Account Name) |
Receiving Party Deposit Account Number |
Receiving Bank Name, City and State |
Receiving Bank Routing (ABA) Number |
Further identifying information, if applicable (title escrow number, borrower name, loan number, etc.) |
Transfer/Deposit Funds to (Receiving Party Account Name) |
Receiving Party Deposit Account Number |
Receiving Bank Name, City and State |
Receiving Bank Routing (ABA) Number |
Further identifying information, if applicable (title escrow number, borrower name, loan number, etc.) |
Entity (listed alphabetically) | State of Formation |
1. 801 Developers, LP | Pennsylvania |
2. 801 Developers GP, LLC | Pennsylvania |
3. 801-Gallery Associates, L.P. | Pennsylvania |
4. 801-Gallery GP, LLC | Pennsylvania |
5. 801-Gallery C-3 GP, LLC | Pennsylvania |
6. 801-Gallery C-3 Associates, L.P. | Pennsylvania |
7. 801-Gallery Office Associates, L.P. | Pennsylvania |
8. 801-Gallery Office GP, LLC | Pennsylvania |
9. Bala Cynwyd Associates | Pennsylvania |
10. Echelon Residential Unit Owner LLC | Delaware |
11. Echelon Title LLC | Delaware |
12. Keystone Philadelphia Properties, L.P. | Pennsylvania |
13. Keystone Philadelphia Properties, LLC | Delaware |
14. Moorestown Mall LLC | Delaware |
15. Plymouth Ground Associates LLC | Pennsylvania |
16. Plymouth Ground Associates LP | Pennsylvania |
17. PR 907 Market LP | Delaware |
18. PR 907 Market GP LLC | Delaware |
19. PR 907 Market Mezz LP | Delaware |
20. PR 907 Market Mezz GP LLC | Delaware |
21. PR AEKI Plymouth, L.P. | Delaware |
22. PR AEKI Plymouth LLC | Delaware |
23. PR Beaver Valley Limited Partnership | Pennsylvania |
24. PR Beaver Valley LLC | Delaware |
25. PR BOS GP, LLC | Delaware |
26. PR BOS LP | Pennsylvania |
27. PR BVM, LLC | Pennsylvania |
28. PR Cherry Hill Office GP, LLC | Delaware |
29. PR Crossroads I, LLC | Pennsylvania |
30. PR Crossroads II, LLC | Pennsylvania |
31. PR Cumberland Outparcel LLC | New Jersey |
32. PR Echelon Limited Partnership | Pennsylvania |
33. PR Echelon LLC | Pennsylvania |
34. PR Exton Limited Partnership | Pennsylvania |
35. PR Exton LLC | Pennsylvania |
Entity (listed alphabetically) | State of Formation |
36. PR Exton Outparcel GP, LLC | Delaware |
37. PR Exton Outparcel Holdings, LP | Pennsylvania |
38. PR Exton Outparcel Limited Partnership | Pennsylvania |
39. PR Exton Square Property L.P. | Delaware |
40. PR Fin Delaware, LLC | Delaware |
41. PR Financing I LLC | Delaware |
42. PR Financing II LLC | Delaware |
43. PR Financing Limited Partnership | Delaware |
44. PR Gainesville Limited Partnership | Delaware |
45. PR Gainesville LLC | Delaware |
46. PR Gallery I Limited Partnership | Pennsylvania |
47. PR Gallery I LLC | Pennsylvania |
48. PR Gallery II Limited Partnership | Pennsylvania |
49. PR Gallery II LLC | Delaware |
50. PR GV LLC | Delaware |
51. PR GV LP | Delaware |
52. PR Jacksonville Limited Partnership | Pennsylvania |
53. PR Jacksonville LLC | Delaware |
54. PR JK LLC | Delaware |
55. PR Monroe Old Trail Limited Partnership | Pennsylvania |
56. PR Monroe Old Trail Holdings, L.P. | Pennsylvania |
57. PR Monroe Old Trail, LLC | Delaware |
58. PR Monroe Old Trail Holdings, LLC | Delaware |
59. PR Monroe Unit One Limited Partnership | Pennsylvania |
60. PR Monroe Unit One Holdings, L.P. | Pennsylvania |
61. PR Monroe Unit One GP, LLC | Delaware |
62. PR Monroe Unit 10C Limited Partnership | Delaware |
63. PR Monroe Unit 10C Holdings, L.P. | Pennsylvania |
64. PR Monroe Unit 10C GP, LLC | Delaware |
65. PR Moorestown Limited Partnership | Pennsylvania |
66. PR Moorestown LLC | Pennsylvania |
67. PR New Garden LLC | Pennsylvania |
68. PR New Garden Limited Partnership | Pennsylvania |
69. PR New Garden Residential Limited Partnership | Pennsylvania |
70. PR New Garden Residential LLC | Delaware |
71. PR New Garden/Chesco Holdings, L.P. | Pennsylvania |
72. PR New Garden/Chesco Holdings, LLC | Delaware |
73. PR New Garden/Chesco Limited Partnership | Pennsylvania |
74. PR New Garden/Chesco, LLC | Delaware |
75. PR Palmer Park, L.P. | Pennsylvania |
Entity (listed alphabetically) | State of Formation |
76. PR Palmer Park Mall Limited Partnership | Pennsylvania |
77. PR Palmer Park Trust | Pennsylvania |
78. PR Pitney Lot 3 Limited Partnership | Pennsylvania |
79. PR Pitney Lot 3 Holdings, L.P. | Pennsylvania |
80. PR Pitney Lot 3 GP, LLC | Delaware |
81. PR Plymouth Meeting Associates PC LP | Delaware |
82. PR Plymouth Meeting Limited Partnership | Pennsylvania |
83. PR Plymouth Meeting LLC | Pennsylvania |
84. PR PM PC Associates LLC | Delaware |
85. PR PM PC Associates LP | Delaware |
86. PR Radio Drive LLC | South Carolina |
87. PR Sunrise Outparcel 1, LLC | New Jersey |
88. PR Sunrise Outparcel 2, LLC | New Jersey |
89. PR Swedes Square LLC | Delaware |
90. PR TP LLC | Delaware |
91. PR TP LP | Delaware |
92. PR Washington Crown Limited Partnership | Pennsylvania |
93. PR Washington Crown LLC | Delaware |
94. PR WC LLC | Delaware |
95. PR Westgate Limited Partnership | Pennsylvania |
96. PR Westgate LLC | Pennsylvania |
97. PR Wiregrass Anchor LLC | Delaware |
98. PR Wiregrass Commons LLC | Delaware |
99. PREIT Gadsden Mall LLC | Delaware |
100. PREIT-RUBIN, Inc.[1] | Pennsylvania |
101. PREIT-Rubin OP, Inc. | Pennsylvania |
102. WG Park – Anchor B, LLC | Delaware |
103. WG Park – Anchor B LP | Delaware |
104. XGP LLC | Delaware |
PR GALLERY I LIMITED PARTNERSHIP By: PR Gallery I LLC, sole general partner By: PREIT Associates, L.P., sole member | PR FINANCING LIMITED PARTNERSHIP, By: PR Financing I LLC, general partner By: PREIT Associates, L.P., member By: PR Financing II, LLC, member By: PREIT Associates, L.P. |
PR GALLERY I LLC By: PREIT Associates, L.P., sole member | PR FIN DELAWARE, LLC By: PREIT Associates, L.P., sole member |
PR PLYMOUTH MEETING LIMITED PARTNERSHIP By: PR Plymouth Meeting LLC, sole general Partner By: PREIT Associates, L.P., sole member | PLYMOUTH GROUND ASSOCIATES LP By: Plymouth Ground Associates LLC, sole general partner By: PREIT Associates, L.P., sole member |
PR PLYMOUTH MEETING LLC By: PREIT Associates, L.P., sole member | PLYMOUTH GROUND ASSOCIATES LLC By: PREIT Associates, L.P., sole member |
PR PLYMOUTH MEETING ASSOCIATES PC LP By: PR PM PC Associates LLC, sole general partner By: PREIT Services, LLC, non-member manager By: PREIT Associates, L.P., sole member | PR CUMBERLAND OUTPARCEL LLC By: PREIT Associates, L.P., sole member |
PR EXTON LIMITED PARTNERSHIP By: PR Exton LLC, sole general partner By: PREIT Associates, L.P., sole member | PREIT GADSDEN MALL LLC By: PREIT Associates, L.P., sole member |
PR EXTON LLC By: PREIT Associates, L.P., sole member | PR NEW GARDEN/CHESCO LIMITED PARTNERSHIP By: PR New Garden/Chesco, LLC, sole general partner By: PREIT Services, LLC, non-member manager By: PREIT Associates, L.P., sole member |
PR ECHELON LIMITED PARTNERSHIP By: PR Echelon LLC, sole general partner By: PREIT Associates, L.P., sole member | PR NEW GARDEN/CHESCO HOLDINGS, L.P. By: PR New Garden/Chesco Holdings, LLC, sole general partner By: PREIT Associates, L.P., sole member |
PR ECHELON LLC By: PREIT Associates, L.P., sole member | PR NEW GARDEN/CHESCO, LLC By: PREIT Services, LLC, non-member manager By: PREIT Associates, L.P., sole member |
PR FINANCING I LLC By: PREIT Associates, L.P., member and PR Financing II LLC, member By: PREIT Associates, L.P., sole member | PR NEW GARDEN/CHESCO HOLDINGS, LLC By: PREIT Associates, L.P., sole member |
PR FINANCING II LLC By: PREIT Associates, L.P., sole member |
PR BVM, LLC By: PREIT Associates, L.P., sole member | PR JACKSONVILLE LIMITED PARTNERSHIP By: :PR Jacksonville LLC, its general partner By: PREIT Associates, its member By: PR JK LLC, its member By: PREIT Associates, its sole member |
PR AEKI PLYMOUTH, L.P. By: PR AEKI Plymouth LLC, sole general partner By: PREIT Associates, L.P., sole member | PR JACKSONVILLE LLC By: PREIT Associates, its member By: PR JK LLC, its member By: PREIT Associates, its sole member |
PR AEKI PLYMOUTH LLC By: PREIT Associates, L.P., sole member | PR JK LLC By: PREIT Associates, its sole member |
PR NEW GARDEN LIMITED PARTNERSHIP By: PR New Garden LLC, sole general partner By: PREIT Associates, L.P., sole member | PR WESTGATE LLC By: PREIT Associates, L.P., sole member |
PR NEW GARDEN LLC By: PREIT Associates, L.P., sole member | PR WIREGRASS COMMONS LLC By: PREIT Associates, L.P., sole member |
PR WESTGATE LIMITED PARTNERSHIP By: PR Westgate LLC, sole general Partner By: PREIT Associates, L.P., sole member | PR CROSSROADS I, LLC By: PREIT Associates, L.P., sole member |
PR CROSSROADS II, LLC By: PREIT Associates, L.P., sole member |
ECHELON TITLE LLC By: PR Echelon Limited Partnership, sole member By: PR Echelon LLC, general partner By: PREIT Associates, L.P., sole member | KEYSTONE PHILADELPHIA PROPERTIES, L.P. By: Keystone Philadelphia Properties, LLC, general partner By: PR Gallery II, LLC, sole member By: PREIT Associates, L.P., sole member |
PR SWEDES SQUARE LLC By: PREIT Associates, L.P., sole member | KEYSTONE PHILADELPHIA PROPERTIES, L.P. By: Keystone Philadelphia Properties, LLC, general partner By: PR Gallery II, LLC, sole member By: PREIT Associates, L.P., sole member |
XGP LLC By: PR Exton Limited Partnership, sole member By: PR Exton LLC, general partner By: PREIT Associates, L.P., sole member | PR GALLERY II LIMITED PARTNERSHIP By: PR Gallery II LLC, general partner By: PREIT Associates, L.P., sole member |
PR EXTON SQUARE PROPERTY L.P. By: XGP LLC, general partner By: PR Exton Limited Partnership, sole member By: PR Exton LLC, general partner By: PREIT Associates, L.P., sole member | PR GALLERY II LLC By: PREIT Associates, L.P., sole member |
PR PM PC ASSOCIATES LP By: PR PM PC Associates LLC, sole general partner By: PREIT Services, LLC, non-member manager By: PREIT Associates, L.P., sole member | PR TP LLC By: PREIT Associates, L.P., sole member |
PR TP LP By: PR TP LLC, general partner By: PREIT Associates, L.P., sole Member | |
PR PM PC ASSOCIATES LLC By: PREIT Services, LLC, non-member manager By: PREIT Associates, L.P., sole member |
ECHELON RESIDENTIAL UNIT OWNER LLC, a Delaware limited liability company By: Echelon Title LLC, sole member By: PREIT Associates, L.P., sole member | WG PARK – ANCHOR B, LLC, a Delaware limited liability company By: PREIT Associates, L.P., sole member |
WG PARK – ANCHOR B LP, a Delaware limited partnership By: WG Park – Anchor B, LLC, sole general partner By: PREIT Associates, L.P., sole member | 801 DEVELOPERS, LP, a Pennsylvania limited partnership By: 801 Developers GP, LLC, general partner By: PREIT Associates, L.P., sole member |
PR WIREGRASS ANCHOR LLC, a Delaware limited liability company By: PREIT Associates, L.P., sole member | 801 DEVELOPERS GP, LLC, a Pennsylvania limited liability company By: PREIT Associates, L.P., sole member |
PR GAINESVILLE LIMITED PARTNERSHIP, a Delaware limited partnership By: PR Gainesville LLC, a Delaware limited liability company, sole general partner By: PREIT Associates, L.P., sole member | PR GV LP, a Delaware limited partnership By: PR GV LLC, sole general partner By: PREIT Associates, L.P., sole member |
PR GAINESVILLE LLC, a Delaware limited liability company By: PREIT Associates, L.P., sole member | PR GV LLC, a Delaware limited liability company By: PREIT Associates, L.P., sole member |
BALA CYNWYD ASSOCIATES, L.P., a Pennsylvania limited partnership By PR Cherry Hill Office GP, LLC, general partner By: PREIT Associates, L.P., sole member | PR CHERRY HILL OFFICE GP, LLC, a Delaware limited liability company By: PREIT Associates, L.P., sole member |
MOORESTOWN MALL LLC, a Delaware limited liability Company By: PR Moorestown Limited Partnership, sole member By PR Moorestown LLC, general partner By: PREIT Associates, L.P., sole member | PR MOORESTOWN LIMITED PARTNERSHIP, a Pennsylvania limited partnership By PR Moorestown LLC, general partner By: PREIT Associates, L.P., sole member |
PR MOORESTOWN LLC, a Pennsylvania limited liability company By: PREIT Associates, L.P., sole member |
PR MONROE UNIT ONE LIMITED PARTNERSHIP, a Pennsylvania limited partnership By: PR Monroe Unit One GP, LLC, its general partner | PR MONROE UNIT ONE HOLDINGS, L.P., a Pennsylvania limited partnership By: PR Monroe Unit One GP, LLC, its general partner |
PR MONROE UNIT ONE GP, LLC, a Delaware limited liability company | PR MONROE UNIT 10C LIMITED PARTNERSHIP, a Pennsylvania limited partnership By: PR Monroe Unit 10C GP, LLC, its general partner |
PR MONROE UNIT 10C HOLDINGS, L.P., a Pennsylvania limited partnership By: PR Monroe Unit 10C GP, LLC, its general partner | PR RADIO DRIVE LLC, a South Carolina limited liability company |
PR MONROE UNIT 10C GP, LLC, a Delaware limited liability company |
PR PITNEY LOT 3 LIMITED PARTNERSHIP, a Pennsylvania limited partnership By: PR Pitney Lot 3 GP, LLC, its general partner | PR PITNEY LOT 3 GP, LLC, a Delaware limited liability company |
PR PITNEY LOT 3 HOLDINGS, L.P., a Pennsylvania limited partnership By: PR Pitney Lot 3 GP, LLC, its general partner | PR SUNRISE OUTPARCEL 2, LLC, a New Jersey limited liability company |
PR SUNRISE OUTPARCEL 1, LLC, a New Jersey limited liability company |
PR BEAVER VALLEY LIMITED PARTNERSHIP, a Pennsylvania limited partnership By: PR Beaver Valley, LLC, general partner By: PREIT Associates, L.P., sole member | PR BEAVER VALLEY LLC, a Delaware limited liability company By: PREIT Associates, L.P., sole member |
PR EXTON OUTPARCEL LIMITED PARTNERSHIP, a Pennsylvania limited partnership By: PR Exton Outparcel GP, LLC, general partner By: PREIT Associates, L.P., sole member | PR EXTON OUTPARCEL HOLDINGS, LP, a Pennsylvania limited partnership By: PR Exton Outparcel GP, LLC, general partner By: PREIT Associates, L.P., sole member |
PR EXTON OUTPARCEL GP, LLC, a Delaware limited liability company By: PREIT Associates, L.P., sole member |
PR 907 MARKET LP, a Delaware limited partnership By: PR 907 Market GP LLC, general partner By: PR 907 Market Mezz LP, sole member By: PR 907 Market Mezz GP LLC, general partner By: PREIT Associates, L.P., sole member | PR 907 MARKET GP LLC, a Delaware limited liability company By: PR 907 Market Mezz LP, sole member By: PR 907 Market Mezz GP LLC, general partner By: PREIT Associates, L.P., sole member |
PR 907 MARKET MEZZ LP, a Delaware limited partnership By: PR 907 Market Mezz GP LLC, general partner By: PREIT Associates, L.P., sole member | PR 907 MARKET MEZZ GP LLC, a Delaware limited liability company By: PREIT Associates, L.P., sole member |
PR NEW GARDEN RESIDENTIAL LIMITED PARTNERSHIP, a Pennsylvania limited partnership By: PR New Garden Residential LLC, sole general partner | PR MONROE OLD TRAIL, LLC, a Delaware limited liability company |
PR MONROE OLD TRAIL HOLDINGS, L.P., a Pennsylvania limited partnership By: PR Monroe Old Trail Holdings, LLC, its sole general partner | |
PR MONROE OLD TRAIL LIMITED PARTNERSHIP, a Pennsylvania limited partnership By: PR Monroe Old Trail, LLC, its sole general partner | |
PR NEW GARDEN RESIDENTIAL LLC, a Delaware limited liability company | PR MONROE OLD TRAIL HOLDINGS, LLC, a Delaware limited liability company |
801–GALLERY OFFICE GP, LLC, a Pennsylvania limited liability company By: 801–Gallery Associates, L.P., its sole member By: 801–Gallery GP, LLC, its general partner 801–GALLERY OFFICE ASSOCIATES, L.P., a Pennsylvania limited partnership By: 801–Gallery Office GP, LLC, its general partner By: 801–Gallery Associates, L.P., its sole member By: 801–Gallery GP, LLC, its general partner 801–GALLERY C-3 ASSOCIATES, L.P., a Pennsylvania limited partnership By: 801–Gallery C-3 GP, LLC, its general partner By: 801–Gallery Associates, L.P., its sole member By: 801–Gallery GP, LLC, its general partner | 801–GALLERY C-3 GP, LLC, a Pennsylvania limited liability company By: 801–Gallery Associates, L.P., its sole Member By: 801–Gallery GP, LLC, its general partner |
Article I. Definitions | 1 | |
Section 1.1. Definitions. | 1 | |
Section 1.2. General; References to Times. | 28 | |
Article II. Credit Facilities | 29 | |
Section 2.1. Loans. | 29 | |
Section 2.2. [Intentionally Omitted]. | 30 | |
Section 2.3. [Intentionally Omitted]. | 30 | |
Section 2.4. Rates and Payment of Interest on Loans. | 30 | |
Section 2.5. Number of Interest Periods. | 31 | |
Section 2.6. Repayment of Loans. | 31 | |
Section 2.7. Late Charges. | 31 | |
Section 2.8. Optional Prepayments. | 31 | |
Section 2.9. Continuation. | 32 | |
Section 2.10. Conversion. | 33 | |
Section 2.11. Notes. | 33 | |
Section 2.12. [Intentionally Omitted]. | 34 | |
Section 2.13. [Intentionally Omitted]. | 34 | |
Section 2.14. Voluntary Reduction of the Commitments. | 34 | |
Section 2.15. Joint and Several Liability of the Borrower. | 34 | |
Section 2.16. Actions of the Borrower. | 35 | |
Section 2.17. [Intentionally Omitted]. | 35 | |
Section 2.18. Funds Transfer Disbursements. | 35 | |
Section 2.19. Additional Loans. | 36 | |
Article III. Payments, Fees and Other General Provisions | 36 | |
Section 3.1. Payments. | 36 | |
Section 3.2. Pro Rata Treatment. | 37 | |
Section 3.3. Sharing of Payments, Etc. | 37 | |
Section 3.4. Several Obligations. | 38 | |
Section 3.5. Fees. | 38 | |
Section 3.6. Computations. | 39 | |
Section 3.7. Usury. | 39 | |
Section 3.8. Statements of Account. | 39 | |
Section 3.9. Defaulting Lenders. | 39 | |
Section 3.10. Taxes. | 41 | |
Article IV. Yield Protection, Etc. | 42 | |
Section 4.1. Additional Costs; Capital Adequacy. | 42 | |
Section 4.2. Suspension of LIBOR Loans. | 43 | |
Section 4.3. Illegality. | 44 | |
Section 4.4. Compensation. | 44 | |
Section 4.5. Treatment of Affected Loans. | 45 | |
Section 4.6. Affected Lenders. | 45 | |
Section 4.7. Assumptions Concerning Funding of LIBOR Loans. | 46 | |
Section 4.8. Change of Lending Office. | 46 |
Article V. Conditions Precedent | 46 | |
Section 5.1. Initial Conditions Precedent. | 46 | |
Section 5.2. Conditions Precedent to All Credit Events. | 48 | |
Article VI. Representations and Warranties | 49 | |
Section 6.1. Representations and Warranties. | 49 | |
Section 6.2. Survival of Representations and Warranties, Etc. | 55 | |
Article VII. Affirmative Covenants | 55 | |
Section 7.1. Financial Reporting and Other Information. | 55 | |
Section 7.2. Preservation of Existence and Similar Matters. | 60 | |
Section 7.3. Compliance with Applicable Law. | 60 | |
Section 7.4. Maintenance of Property. | 60 | |
Section 7.5. Conduct of Business. | 61 | |
Section 7.6. Insurance. | 61 | |
Section 7.7. Payment of Taxes and Claims. | 61 | |
Section 7.8. Books and Records; Visits and Inspections. | 61 | |
Section 7.9. Use of Proceeds. | 62 | |
Section 7.10. Environmental Matters. | 62 | |
Section 7.11. Further Assurances. | 62 | |
Section 7.12. Material Contracts. | 62 | |
Section 7.13. REIT Status. | 63 | |
Section 7.14. Exchange Listing. | 63 | |
Section 7.15. Guarantors; Release of Guarantors. | 63 | |
Section 7.16. Release of PREIT-RUBIN, Inc. as Borrower. | 65 | |
Article VIII. Negative Covenants | 65 | |
Section 8.1. Financial Covenants. | 65 | |
Section 8.2. Restricted Payments. | 67 | |
Section 8.3. Liens; Negative Pledge. | 68 | |
Section 8.4. Restrictions on Intercompany Transfers. | 68 | |
Section 8.5. Mergers, Acquisitions and Sales of Assets. | 69 | |
Section 8.6. Fiscal Year. | 70 | |
Section 8.7. Modifications of Organizational Documents and Material Contracts. | 70 | |
Section 8.8. Transactions with Affiliates. | 70 | |
Section 8.9. Environmental Matters. | 70 | |
Section 8.10. ERISA Exemptions. | 70 | |
Section 8.11. Derivatives Contracts. | 71 | |
Article IX. Default | 71 | |
Section 9.1. Events of Default. | 71 | |
Section 9.2. Remedies Upon Event of Default. | 75 | |
Section 9.3. Remedies Upon Default. | 76 | |
Section 9.4. Marshaling; Payments Set Aside. | 76 | |
Section 9.5. Allocation of Proceeds. | 76 | |
Section 9.6. [Intentionally Omitted]. | 77 | |
Section 9.7. Performance by Administrative Agent. | 77 | |
Section 9.8. Rescission of Acceleration by Requisite Lenders. | 77 | |
Section 9.9. Rights Cumulative. | 77 |
Article X. The Administrative Agent | 78 | |
Section 10.1. Appointment and Authorization. | 78 | |
Section 10.2. Administrative Agent’s Reliance, Etc. | 79 | |
Section 10.3. Notice of Defaults. | 79 | |
Section 10.4. Administrative Agent and Titled Agents as Lender or Specified Derivatives Provider. | 80 | |
Section 10.5. Approvals of Lenders. | 80 | |
Section 10.6. Lender Credit Decision, Etc. | 80 | |
Section 10.7. Indemnification of Administrative Agent. | 81 | |
Section 10.8. Successor Administrative Agent. | 82 | |
Section 10.9. Titled Agents. | 83 | |
Article XI. Miscellaneous | 83 | |
Section 11.1. Notices. | 83 | |
Section 11.2. Expenses. | 85 | |
Section 11.3. Stamp, Intangible and Recording Taxes. | 85 | |
Section 11.4. Setoff. | 85 | |
Section 11.5. Litigation; Jurisdiction; Other Matters; Waivers. | 86 | |
Section 11.6. Successors and Assigns. | 87 | |
Section 11.7. Amendments and Waivers. | 91 | |
Section 11.8. Nonliability of Administrative Agent and Lenders. | 92 | |
Section 11.9. Confidentiality. | 93 | |
Section 11.10. Indemnification. | 93 | |
Section 11.11. Termination; Survival. | 95 | |
Section 11.12. Severability of Provisions. | 95 | |
Section 11.13. GOVERNING LAW. | 95 | |
Section 11.14. Counterparts. | 95 | |
Section 11.15. Independence of Covenants. | 96 | |
Section 11.16. Obligations with Respect to Loan Parties. | 96 | |
Section 11.17. Limitation of Liability. | 96 | |
Section 11.18. Entire Agreement. | 96 | |
Section 11.19. Construction. | 96 | |
Section 11.20. Time of the Essence. | 96 |
SCHEDULE 1.1.(A) | Existing Ground Leases |
SCHEDULE 1.1.(B) | Unencumbered Properties |
SCHEDULE 6.1.(b) | Ownership Structure |
SCHEDULE 6.1.(f) | Title to Properties |
SCHEDULE 6.1.(g) | Indebtedness |
SCHEDULE 6.1.(h) | Material Contracts |
SCHEDULE 6.1.(i) | Litigation |
SCHEDULE 6.1.(w) | Non-Guarantor Subsidiaries |
EXHIBIT A | Form of Assignment and Assumption Agreement |
EXHIBIT B | Form of Guaranty |
EXHIBIT C | Form of Notice of Continuation |
EXHIBIT D | Form of Notice of Conversion |
EXHIBIT E | Form of Notice of Borrowing |
EXHIBIT F | Form of Disbursement Instruction Agreement |
EXHIBIT G | Form of Note |
EXHIBIT H | Form of Opinion |
EXHIBIT I | Form of Compliance Certificate |
EXHIBIT J | Form of Pricing Certificate |
Level | Ratio of Total Liabilities to Gross Asset Value | Applicable Margin |
1 | Less than 0.450 to 1.00 | 1.80% |
2 | Equal to or greater than 0.450 to 1.00 but less than 0.500 to 1.00 | 1.95% |
3 | Equal to or greater than 0.500 to 1.00 but less than 0.550 to 1.00 | 2.15% |
4 | Equal to or greater than 0.550 | 2.35% |
Level | Credit Rating (S&P/Fitch/Moody’s) | Applicable Margin |
1 | BBB+/Baa1 or better | 1.55% |
2 | BBB/Baa2 | 1.70% |
3 | BBB-/Baa3 | 2.00% |
4 | Lower than BBB-/Baa3 or not rated | 2.40% |
Period | Percentage |
Closing Date to and including January 8, 2015 | 103.0% |
January 9, 2015 to and including January 8, 2016 | 102.0% |
January 9, 2016 to and including January 8, 2017 | 101.0% |
All times after January 9, 2017 | 100.0% |
(l) | Change of Control. |
Lender | Initial Commitment Amount | ||
Wells Fargo Bank, National Association | $35,000,000 | ||
Capital One, National Association | $35,000,000 | ||
Manufacturers and Traders Trust Company | $15,000,000 | ||
Union Bank, N.A. | $15,000,000 | ||
TOTAL | $100,000,000 |
Crossroads Mall | Lease dated September 28, 1977 between Herman G. Hendricks and Sue Ann Hendricks & Ralph Biernbaum |
Uniontown Mall | Lease dated April 28, 1989 between Fayette County Commissioners and Crown American Corporation |
Uniontown Mall | Lease dated March 30, 1970 between Alfred W. Ratner & Gertrude Ratner, Herbert G. Ratner & Betty G. Ratner and Uniontown Mall, Inc. |
Gallery I - Food Court | Lease dated May 26, 1976 between Gimbel Brothers Realty Corporation and Rouse Philadelphia, Inc. |
Gallery I | Lease dated December 16, 1975 between the Redevelopment Authority of the City of Philadelphia and Rouse Philadelphia, Inc. |
Gallery II - MSEJV lease | Lease dated March 19, 1982 between the Redevelopment Authority of the City of Philadelphia and The Market Street East Joint Venture |
Gallery II - Former JCP lease | Lease dated September 30, 2002 between the Redevelopment Authority of the City of Philadelphia and Center City East Retail, Inc. |
Exton (Kmart parcel) | Amended and Restated Lease/Option Agreement dated October 26, 1993 between Hugh J. Lattomus, a Trustee, under Trust Agreement dated June 14, 1990 and Whiteland Holding Limited Partnership |
1. | 801 Market – Retail |
2. | 907 Market Street |
3. | Beaver Valley Mall |
4. | Crossroads Mall |
5. | Exton Square Mall |
6. | Gadsden Mall |
7. | Jacksonville Mall |
8. | Moorestown Mall |
9. | Nittany Mall |
10. | One Cherry Hill |
11. | Palmer Park Mall |
12. | Plaza at Magnolia |
13. | Plymouth Meeting Mall |
14. | South Mall |
15. | The Gallery at Market East |
16. | The Gallery at Market East II |
17. | Uniontown Mall |
18. | Voorhees Town Center |
19. | Washington Crown Center |
20. | Westgate Pad |
21. | Wiregrass Commons |
Limited Partnerships | Jurisdiction of Organization | Each Person holding any Equity Interest in the Subsidiary; nature of the Equity Interest; percentage ownership of Subsidiary represented by the Equity Interest | Property Owned by Subsidiary |
801 Developers, LP | PA | • 801 Developers GP, LLC 1.0% GP • PREIT – 99% LP | See 801-Gallery Associates, L.P. |
801-Gallery Associates, L.P. | PA | • 801-Gallery GP, LLC – 0.1% LP • PREIT-RUBIN, INC. – 99.9% LP | 801 Market Street (leasehold) |
801-Gallery C-3 Associates, L.P. | PA | • 801-Gallery C-3 GP, LLC – 1.0% GP • 801-Galley Associates, L.P. – 85.0% LP • 801-Gallery C-3 MT, L.P. – 14.0% LP | See 801-Gallery Associates, L.P. |
801-Gallery Office Associates, L.P. | PA | • 801-Gallery Office GP, LLC – 0.01% GP • 801-Galley Associates, L.P. – 79.99% LP • 801-Gallery Office MT, L.P. – 20.0% LP | See 801-Gallery Associates, L.P. |
Bala Cynwyd Associates | PA | • PR Cherry Hill Office GP, LLC – 0.1% GP • PREIT – 99.9% LP | One Cherry Hill Plaza |
Cumberland Mall Associates | NJ | • PR Cumberland GP, LLC – 1% GP • PR Cumberland LP, LLC – 99% LP | Cumberland Mall |
Keystone Philadelphia Properties, L.P. | PA | • Keystone Philadelphia Properties LLC – .1% GP • PR Gallery II Limited Partnership – 99.9% LP | The Gallery at Market East II (ground lessee) |
Plymouth Ground Associates, LP | PA | • Plymouth Ground Associates LLC – 0.1% GP • PREIT - 99.9% LP | Plymouth Meeting Mall (fee owner) |
Limited Partnerships | Jurisdiction of Organization | Each Person holding any Equity Interest in the Subsidiary; nature of the Equity Interest; percentage ownership of Subsidiary represented by the Equity Interest | Property Owned by Subsidiary |
PR 907 Market LP | DE | • PR 907 Market GP LLC – 1.0% GP • PR 907 Market Mezz LP – 99.0% LP | 907 Market |
PR 907 Market Mezz LP | DE | • PR 907 Market Mezz GP LLC – 1.0% GP • PR 907 PREIT – 99.0% LP | See PR 907 Market LP |
PR AEKI Plymouth, L.P. | DE | • PR AEKI Plymouth LLC – 0.1% GP • PREIT – 99.9% LP | IKEA Parcel |
PR Beaver Valley Limited Partnership | PA | • PR Beaver Valley LLC – 1% GP • PREIT – 99% LP | Beaver Valley Mall (Parcels 1 & 2) |
PR BOS LP | PA | • PR BOS GP, LLC – 1% GP • PREIT – 99% LP | Lehigh Valley Mall – Boscov’s Outparcel (50% joint venture) |
PR Capital City Limited Partnership | PA | • PR Capital City LLC – 0.5% GP • PREIT – 99.5% LP | Capital City Mall (leasehold) |
PR CC Limited Partnership | PA | • PR CC I LLC – 0.01% GP • PREIT – 99.99% LP | Capital City Mall (land) |
PR Echelon Limited Partnership | PA | • PR Echelon LLC – 0.1% GP • PREIT – 99.9% LP | See Echelon Title, LLC |
PR Exton Limited Partnership | PA | • PR Exton LLC – 0.1% GP • PREIT – 99.9% LP | See XGP LLC, X-I Holding LP and X-II Holding LP |
PR Exton Outparcel Holdings, LP | PA | • PR Exton Outparcel GP, LLC – 0.1% GP • PREIT – 99.9% LP | See PR Exton Outparcel Limited Partnership |
PR Exton Outparcel Limited Partnership | PA | • PR Exton Outparcel GP, LLC – 0.1% GP • PR Exton Outparcel Holdings, LP – 99.9% LP | Exton Outparcel |
PR Exton Square Property, L.P. (f/k/a X-I Holding LP) | DE | • XGP LLC – 1% GP • PR Exton Limited Partnership – 99% LP | Exton Square Mall Parcel and Leasehold in Kmart parcel at Mall |
Limited Partnerships | Jurisdiction of Organization | Each Person holding any Equity Interest in the Subsidiary; nature of the Equity Interest; percentage ownership of Subsidiary represented by the Equity Interest | Property Owned by Subsidiary |
PR Financing Limited Partnership | DE | • PR Financing I LLC – 0.5% GP • PREIT – 99.5% LP | • Francis Scott Key Mall • Jacksonville Mall (leasehold) • Lycoming Mall* • New River Valley Mall • Nittany Mall • North Hanover Mall* • Patrick Henry Mall • South Mall • Uniontown Mall (leasehold) • Viewmont Mall* *Certain parcels at these properties are owned by PREIT-RUBIN OP, Inc. |
PR Gainesville Limited Partnership | DE | • PR Gainesville LLC – 0.1% GP • PR GV LP – 99.9% LP | 540 acres of land in Alachua County near Gainesville, Florida |
PR Gallery I Limited Partnership | PA | • PR Gallery I, LLC – 0.1% GP • PREIT – 99.9% LP | The Gallery I (leasehold) |
PR Gallery II Limited Partnership | PA | • PR Gallery II LLC - .1% GP • PREIT – 99.9% LP | See Keystone Philadelphia Properties, L.P. |
PR GV LP | DE | • PR GV LLC – 0.1% GP • PREIT – 99.9% LP | See PR Gainesville Limited Partnership |
PR Holding Sub Limited Partnership | PA | • PR Holding Sub LLC – 0.1% GP • PREIT – 99.9% LP | Stand by acquisition entity for Pennsylvania transactions |
PR Jacksonville Limited Partnership | PA | • PR Jacksonville LLC – 0.5 % GP • PREIT – 99.5% LP | Jacksonville Mall |
PR Logan Valley Limited Partnership | PA | • PR Logan Valley LLC – 0.01% GP • PREIT – 99.99% LP | Logan Valley Mall (record title holder and ground lessor) |
PR Lycoming Limited Partnership | PA | • PR Lycoming LLC – 0.01% GP • PREIT – 99.99% LP | Lycoming Mall |
Limited Partnerships | Jurisdiction of Organization | Each Person holding any Equity Interest in the Subsidiary; nature of the Equity Interest; percentage ownership of Subsidiary represented by the Equity Interest | Property Owned by Subsidiary |
PR Monroe Old Trail Limited Partnership | PA | • PR Monroe Old Trail, LLC – 0.1% GP • PR Monroe Old Trail Holdings, L.P. – 99.9% LP | 0.466 acre parcel of land located in Monroe Township, PA. |
PR Monroe Old Trail Holdings, L.P. | PA | • PR Monroe Old Trail Holdings LLC – 0.1% GP • PREIT-RUBIN, INC. – 99.9% LP | See PR Monroe Old Trail Limited Partnership. |
PR Monroe Unit One Holdings, L.P. | PA | • PR Monroe Unit One GP, LLC – 0.01% GP • PREIT-RUBIN, Inc. – 99.99% LP | See PR Monroe Unit One Limited Partnership |
PR Monroe Unit One Limited Partnership | PA | • PR Monroe Unit One GP, LLC – 0.01% GP • PR Monroe Unit One Holding, L.P. – 99.99% LP | Monroe Mall Outparcel |
PR Monroe Unit 10C Holdings, L.P. | PA | • PR Monroe Unit 10C GP, LLC – 0.01% GP • PREIT-RUBIN, Inc. – 99.99% LP | See PR Monroe Unit 10C Limited Partnership |
PR Monroe Unit 10C Limited Partnership | PA | • PR Monroe Unit One GP, LLC – 0.01% GP • PR Monroe Unit 10C Holdings, L.P. – 99.99% LP | Monroe Mall Outparcel |
PR Moorestown Limited Partnership | PA | • PR Moorestown LLC – 0.1% GP • PREIT – 99.9% LP | See Moorestown Mall LLC |
PR New Castle Associates | PA | • PR New Castle LLC – 0.1% GP • PREIT – 99.9% LP | See Cherry Hill Center, LLC |
PR New Garden Limited Partnership | PA | • PR New Garden LLC – 0.1% GP • PREIT – 99.9% LP | 22.3 acre parcel of land and 4.9 acre parcel of land in New Garden Township, Chester County, Pennsylvania |
PR New Garden Residential Limited Partnership | PA | • PR New Garden Residential LLC – 0.1% GP • PREIT-RUBIN, Inc. – 99.9% LP | Residential parcel (46.7 acres) in New Garden Township, Chester County, Pennsylvania |
Limited Partnerships | Jurisdiction of Organization | Each Person holding any Equity Interest in the Subsidiary; nature of the Equity Interest; percentage ownership of Subsidiary represented by the Equity Interest | Property Owned by Subsidiary |
PR New Garden/ Chesco Limited Partnership | PA | • PR New Garden/Chesco LLC – 0.1% GP • PR New Garden/Chesco Holdings, Limited Partnership – 99.9% LP | Retail parcels (107.8 acres) in New Garden Township, Chester County, Pennsylvania |
PR New Garden/ Chesco Holdings, Limited Partnership | PA | • PR New Garden/Chesco Holdings LLC – 0.1% GP • PREIT – 99.9% LP | See PR New Garden/Chesco Limited Partnership |
PR Northeast Whitaker Avenue, L.P. (to be dissolved) | PA | • PR Northeast Whitaker Avenue LLC – 0.1% GP • PREIT – 99.9% LP | None |
PR Outdoor, LP | PA | • PR Outdoor, LLC -0.01% GP • PREIT-RUBIN, Inc. – 99.99% LP | See Catalyst Outdoor Advertising, LLC |
PR Palmer Park Mall Limited Partnership | PA | • PR Palmer Park, L.P. – 50.1% GP • PREIT – 49.9% LP | Palmer Park Mall |
PR Palmer Park, L.P. | PA | • PR Palmer Park Trust – 1% GP • PREIT – 99% LP | See PR Palmer Park Mall Limited Partnership |
PR Pitney Lot 3 Holdings, L.P. | PA | • PR Pitney Lot 3 GP, LLC – 0.01% GP • PREIT-RUBIN, Inc. – 99.99% LP | See PR Pitney Lot 3 Limited Partnership |
PR Pitney Lot 3 Limited Partnership | PA | • PR Pitney Lot 3 GP, LLC – 0.01% GP • PR Pitney Lot 3 Holdings, L.P. – 99.99% LP | Land located in Lancaster, Pennsylvania |
PR Plymouth Meeting Associates PC LP | DE | • PR PM PC Associates LLC – 0.1% GP • PR PM PC Associates L.P. – 99.9% LP | Plymouth Commons |
PR PM PC Associates L.P. | DE | • PR PM PC Associates LLC – 0.1% GP • PREIT – 99.9% LP | See PR Plymouth Meeting Associates PC LP |
PR Plymouth Meeting Limited Partnership | PA | • PR Plymouth Meeting LLC – 0.1% GP • PREIT – 99.9% LP | Plymouth Meeting Mall (leasehold interest) and the Boscov’s parcel (fee interest) |
Limited Partnerships | Jurisdiction of Organization | Each Person holding any Equity Interest in the Subsidiary; nature of the Equity Interest; percentage ownership of Subsidiary represented by the Equity Interest | Property Owned by Subsidiary |
PR Springfield Associates, L.P. | PA | • PR Springfield Trust – 1% GP • PREIT – 99% LP | Springfield East (Fee title to a 50% interest in a commercial condominium at Baltimore Pike & Woodlawn Avenue) |
PR Springfield/Delco Limited Partnership | PA | • PR Springfield/Delco LLC – 0.1% GP • PR Springfield/Delco Holdings, L.P. – 99.9% LP | 50% interest, as tenant in common, in Springfield Mall |
PR Springfield/Delco Holdings, L.P. | PA | • PR Springfield/Delco Holdings, LLC – 0.1% GP • PREIT. – 99.9% LP | See PR Springfield/Delco Limited Partnership |
PR TP LP | DE | • PR TP LLC – 0.1% GP • PREIT – 99.9% LP | Tenants under lease on lands adjoining Plymouth Meeting Mall |
PR Valley Limited Partnership | PA | • PR Valley LLC – 0.5% GP • PREIT – 99.5% LP | Valley Mall PR Hagerstown LLC is the borrower under a mortgage loan secured by Valley Mall. |
PR Valley View Limited Partnership | PA | • PR Valley View LLC – 0.5% GP • PREIT – 99.5% LP | Valley View Mall |
PR Valley View Downs Limited Partnership | PA | • PR Valley View Downs LLC – 0.01% GP • PREIT – 99.99% LP | None |
PR Viewmont Limited Partnership | PA | • PR Viewmont LLC – 0.01% GP • PREIT – 99.99% LP | Borrower for $48 million mortgage loan secured by Viewmont Mall. Also leasee of Viewmont Mall under 29 year lease from PR Financing Limited Partnership |
PR Washington Crown Limited Partnership | PA | • PR Washington Crown LLC – 0.5% GP • PREIT – 99.5% LP | Washington Crown Center |
Limited Partnerships | Jurisdiction of Organization | Each Person holding any Equity Interest in the Subsidiary; nature of the Equity Interest; percentage ownership of Subsidiary represented by the Equity Interest | Property Owned by Subsidiary |
PR Westgate Limited Partnership | PA | • PR Westgate LLC – 0.01% GP • PREIT – 99.99% LP | Westgate Anchor Pad, part of Westgate Mall, Bethlehem, Pennsylvania (owned by others) |
PR Woodland Limited Partnership | DE | • PR Woodland General, LLC – 1.0% GP • PREIT – 99% LP | Woodland Mall |
PR Wyoming Valley Limited Partnership | PA | • PR Wyoming Valley LLC – 0.5% GP • PREIT – 99.5% LP | Wyoming Valley Mall (fee) |
PREIT Associates, L.P. (“PREIT”) | DE | • Pennsylvania Real Estate Investment Trust – 97.0% consolidated interest as of 9/30/2013 • Minority Limited Partners 3.0% | See rest of this Chart |
PREIT Capital Advisors, LP | PA | • PR Advisors GP, LLC – 0.01% GP • PREIT-RUBIN, Inc. – 99.99% LP | None |
PRGL Paxton Limited Partnership (to be dissolved) | PA | • PR Paxton LLC – 1% GP • PREIT – 99% LP | None |
WG Holdings, L.P. | PA | • PRWGP General, LLC – 0.02% GP • PREIT – 99.8% LP | See WG Park, L.P. |
WG Park General, L.P. | PA | • WG Holdings of Pennsylvania, L.L.C. – 0.1% GP • WG Holdings, L.P. – 99.9% LP | See WG Park, L.P. |
WG Park Limited, L.P. | PA | • WG Holdings of Pennsylvania, L.L.C. – 0.1% GP • WG Holdings, L.P. – 99.9% LP | See WG Park, L.P. |
WG Park, L.P. | PA | • WG Park General, L.P. – 20% GP • WG Park Limited, L.P. – 80% LP | Willow Grove Mall |
Limited Partnerships | Jurisdiction of Organization | Each Person holding any Equity Interest in the Subsidiary; nature of the Equity Interest; percentage ownership of Subsidiary represented by the Equity Interest | Property Owned by Subsidiary |
WG Park-Anchor B LP | DE | • WG Park-Anchor B, LLC – 0.5% GP • PREIT – 99.5% LP | Anchor site at Willow Grove Park (previously used for operation of Strawbridge department store). |
Limited Liability Companies | Jurisdiction of Organization | Each Person holding any Equity Interest in the Subsidiary; nature of the Equity Interest; percentage ownership of Subsidiary represented by the Equity Interest | Property Owned by Subsidiary | |
801 Developers GP, LLC | PA | PREIT – 100% Sole Member | See 801 Developers, LP | |
801-Gallery GP, LLC | PA | PREIT-RUBIN, Inc. – 100% Sole Member | See 801-Gallery Associates, L.P. | |
801-Gallery C-3 GP, LLC | PA | 801-Gallery Associates, L.P. – 100% sole member | See 801-Gallery C-3 Associates, L.P. | |
801-Gallery Office GP, LLC | PA | 801-Gallery Associates, L.P. – 100% sole member | See 801-Gallery Office Associates, L.P. | |
801-Tenant C-3 Manager, LLC | PA | 801-Gallery Associates, L.P. – 100% sole member | 0.01% GP Interest in 801-Tenant C-3 MT, L.P. | |
801-Tenant Office Manager, LLC | PA | 801-Gallery Associates, L.P. – 100% sole member | 0.01% GP Interest in 801-Gallery Office MT, L.P. | |
Beverage Two, LLC | NJ | PREIT-RUBIN, Inc. – 100% | None | |
Cherry Hill Center, LLC | MD | PR New Castle Associates – 99.9% Member Cherry Hill Center Manager, LLC – 0.1% Member | Cherry Hill Mall | |
Cumberland Mall Retail Condominium Association, LLC | NJ | Pennsylvania Real Estate Investment Trust entity and other condominium owners are members. | None. This entity is a unit owners association related to retail condominium at Cumberland Mall. | |
Echelon Beverage LLC | NJ | PREIT-RUBIN, Inc. 100% | Liquor license associated with Voorhees Town Center | |
Echelon Residential Unit Owner LLC | DE | Echelon Title LLC – 100% Sole Member | Voorhees Town Center Condominium | |
Echelon Title LLC | DE | PR Echelon Limited Partnership –100% Sole Member | Voorhees Town Center | |
Keystone Philadelphia Properties, LLC | DE | PR Gallery II LLC – 100% Sole Member | See Keystone Philadelphia Properties, L.P. | |
Moorestown Beverage I, LLC | NJ | PREIT-RUBIN, Inc. 100% | Liquor license associated with Moorestown Mall | |
Moorestown Beverage II, LLC | NJ | PREIT-RUBIN, Inc. 100% | Liquor license associated with Moorestown Mall | |
Moorestown Mall LLC | DE | PR Moorestown Limited Partnership – 100% Sole Member | Moorestown Mall | |
Plymouth Ground Associates LLC | PA | PREIT – 100% Sole Member | See Plymouth Ground Associates, L.P. |
Limited Liability Companies | Jurisdiction of Organization | Each Person holding any Equity Interest in the Subsidiary; nature of the Equity Interest; percentage ownership of Subsidiary represented by the Equity Interest | Property Owned by Subsidiary | |
Plymouth License III, LLC | PA | PREIT-RUBIN, Inc. – 100% Sole Member | Liquor license associated with Plymouth Meeting Mall | |
Plymouth License IV, LLC | PA | PREIT-RUBIN, Inc. – 100% Sole Member | Former owner of Liquor license R-17547 | |
PR 907 Market GP LLC | DE | PR 907 Market Mezz LP – 100% Sole Member | See PR 907 Market LP | |
PR 907 Market Mezz GP LLC | DE | PREIT – 100% Sole Member | See PR 907 Market LP | |
PR Acquisition Sub LLC | DE | PREIT – 100% Sole Member | Standby acquisition entity for transactions outside of Pennsylvania | |
PR Advisors GP, LLC | DE | PREIT-RUBIN, Inc. – 100% Sole Member | See PREIT Capital Advisors, LP | |
PR AEKI Plymouth LLC | DE | PREIT – 100% Sole Member | See PR AEKI Plymouth, L.P. | |
PR Beaver Valley LLC | DE | PREIT – 100% Sole Member | See PR Beaver Valley Limited Partnership | |
PR BOS GP, LLC | DE | PREIT – 100% Sole Member | See PR BOS LP | |
PR BVM, LLC | PA | PREIT – 100% Sole Member | Beaver Valley Mall (Parcel 3) | |
PR Capital City LLC | DE | PR CC II LLC –99.99% Member PREIT – 0.01% Member | See PR Capital City Limited Partnership | |
PR CC I LLC | DE | PR CC II LLC – 99.99% Member PREIT – .01% Member | See PR CC Limited Partnership | |
PR CC II LLC | DE | PREIT – 100% Sole Member | See PR CC Limited Partnership | |
PR Cherry Hill Office GP, LLC | DE | PREIT – 100% Sole Member | See Bala Cynwyd Associates, L.P. | |
PR Cherry Hill STW LLC | DE | PREIT – 100% Sole Member | Former Strawbridge property at Cherry Hill Mall. | |
PR Christiana LLC (to be dissolved) | DE | PREIT – 100% Sole Member | None | |
PR Crossroads I, LLC | PA | PREIT – 100% Sole Member | Crossroads Mall (record owner of a portion of mall and ground lessee of remainder of mall) | |
PR Crossroads II, LLC | PA | PREIT – 100% Sole Member | Crossroads Mall (90% undivided interest in ground lessor estate) | |
PR Cumberland GP LLC | DE | PREIT – 100% Sole Member | See Cumberland Mall Associates (limited partnership) | |
PR Cumberland LP LLC | DE | PREIT – 100% Sole Member | See Cumberland Mall Associates (limited partnership) |
Limited Liability Companies | Jurisdiction of Organization | Each Person holding any Equity Interest in the Subsidiary; nature of the Equity Interest; percentage ownership of Subsidiary represented by the Equity Interest | Property Owned by Subsidiary | |
PR Cumberland Outparcel LLC | NJ | PREIT – 100% Sole Member | Vacant land parcel adjacent to Cumberland Mall | |
PR Echelon LLC | PA | PREIT – 100% Sole Member | See PR Echelon Limited Partnership | |
PR Exton LLC | PA | PREIT – 100% Sole Member | See Exton Limited Partnership | |
PR Exton Outparcel GP, LLC | DE | PREIT – 100% Sole Member | See PR Exton Outparcel Limited Partnership | |
PR Fin Delaware, LLC | DE | 801-Gallery Associates, L.P. | See 801-Gallery Associates, L.P. | |
PR Financing I LLC | DE | PR Financing II LLC – 99.99% Member PREIT -.01% Member | See PR Financing Limited Partnership | |
PR Financing II LLC | DE | PREIT – 100% Sole Member | See PR Financing Limited Partnership | |
PR Francis Scott Key LLC | DE | PR Financing Limited Partnership – 100% Sole Member | Borrower under $55 million mortgage loan secured by Francis Scott Key Mall. | |
PR Gallery I LLC | PA | PREIT – 100% Sole Member | See PR Gallery I Limited Partnership | |
PR Gainesville LLC | DE | PREIT – 100% Sole Member | See PR Gainesville Limited Partnership | |
PR Gloucester LLC | DE | PREIT – 100% Sole Member | None | |
PR GV LLC | DE | PREIT – 100% Sole Member | See PR Gainesville Limited Partnership | |
PR Hagerstown LLC | DE | PR Valley Limited Partnership – 100% Sole Member | None, Borrower under Mortgage Loan for Valley Mall | |
PR Holding Sub LLC | PA | PREIT – 100% Sole Member | See PR Holding Sub Limited Partnership | |
PR Hyattsville LLC | DE | PR Prince George’s Plaza LLC – 100% Sole Member | Borrower under mortgage loan secured by The Mall at Prince George’s. | |
PR Jacksonville LLC | DE | PR JK LLC – 99.99% Member PREIT – 0.01% Member | See PR Jacksonville Limited Partnership | |
PR JK LLC | DE | PREIT – 100% Sole Member | See PR Jacksonville Limited Partnership | |
PR Lehigh Valley LLC | PA | PREIT – 100% Sole Member | See Lehigh Valley Associates on Part II of this Schedule | |
PR Logan Valley LLC | DE | PR LV LLC – 99.99% Member PREIT – 0.01% Member | See PR Logan Valley Limited Partnership | |
PR LV LLC | DE | PREIT – 100% Sole Member | See PR Logan Valley Limited Partnership |
Limited Liability Companies | Jurisdiction of Organization | Each Person holding any Equity Interest in the Subsidiary; nature of the Equity Interest; percentage ownership of Subsidiary represented by the Equity Interest | Property Owned by Subsidiary | |
PR Lycoming LCC | DE | PREIT – 100% Sole Member | See PR Lycoming Limited Partnership | |
PR Magnolia LLC | DE | PREIT – 100% Sole Member | Magnolia Mall; Undeveloped land held in fee | |
PR Metroplex West, LLC | DE | PREIT – 100% Sole Member | See Metroplex General, Inc. on Part II of this Schedule | |
PR Monroe Old Trail LLC | DE | PREIT-RUBIN, INC. – 100% Sole Member | See PR Monroe Old Trail Limited Partnership | |
PR Monroe Old Trail Holdings LLC | DE | PREIT-RUBIN, INC. – 100% Sole Member | See PR Monroe Old Trail Limited Partnership | |
PR Monroe Unit One GP, LLC | DE | PREIT-RUBIN, Inc. – 100% Sole Member | PR Monroe Unit One Limited Partnership | |
PR Monroe Unit 10C GP, LLC | DE | PREIT-RUBIN, Inc. – 100% Sole Member | PR Monroe Unit 10C Limited Partnership | |
PR Moorestown LLC | PA | PREIT – 100% Sole Member | See PR Moorestown Limited Partnership | |
PR New Castle LLC | PA | PREIT – 100% Sole Member | See PR New Castle Associates | |
PR New Garden LLC | PA | PREIT – 100% Sole Member | See PR New Garden L.P. | |
PR New Garden Residential LLC | DE | PREIT-RUBIN, Inc. – 100% Sole Member | See PR New Garden Residential L.P. | |
PR New Garden/Chesco LLC | DE | PR New Garden LLC – 100% Sole Member PREIT Services, LLC – Non-member manager | See PR New Garden/Chesco Holdings LLC | |
PR New Garden/Chesco Holdings LLC | DE | PREIT – 100% Sole Member | See PR New Garden/Chesco Holdings, L.P. | |
PR North Dartmouth LLC | DE | PREIT – 100% Sole Member | Dartmouth Mall | |
PR Northeast LLC (to be dissolved) | PA | PREIT – 100% Sole Member | None | |
PR Northeast Whitaker Avenue LLC (to be dissolved) | PA | PREIT – 100% Sole Member | None | |
PR Orlando Fashion Square LLC (to be dissolved) | DE | PREIT – 100% Sole Member | None | |
PR Outdoor, LLC | DE | PREIT-RUBIN, Inc. – 100% Sole Member | See PR Outdoor, LP | |
PR Oxford Valley General, LLC | DE | PREIT – 100% Sole Member | See Oxford Valley Road Associates on Part II of this Schedule |
Limited Liability Companies | Jurisdiction of Organization | Each Person holding any Equity Interest in the Subsidiary; nature of the Equity Interest; percentage ownership of Subsidiary represented by the Equity Interest | Property Owned by Subsidiary | |
PR Patrick Henry LLC | DE | PREIT – 100% Sole Member | Patrick Henry Mall | |
PR Paxton LLC (to be dissolved) | PA | PREIT – 100% Sole Member | See PRGL Paxton Limited Partnership | |
PR Pitney Lot 3 GP, LLC | DE | PREIT-RUBIN, Inc. – 100% Sole Member | See PR Pitney Lot 3 Limited Partnership | |
PR PG Plaza LLC | DE | PREIT – 100% Sole Member | See PR Prince George’s Plaza LLC | |
PR Plymouth Meeting LLC | PA | PREIT – 100% Sole Member | See PR Plymouth Meeting Limited Partnership | |
PR PM PC Associates LLC | DE | PREIT – 100% Sole Member PREIT Services, LLC – Non-member manager | See PR Plymouth Meeting Associates PC LP | |
PR Prince George’s Plaza LLC | DE | PR PG Plaza LLC – 1% Managing Member PREIT – 99% Member | Prince George’s Plaza | |
PR Radio Drive LLC | SC | PREIT-RUBIN, Inc. – 100% Sole Member | The Plaza at Magnolia | |
PR Red Rose LLC | DE | PREIT – 100% Sole Member | See Red Rose Commons Associates, L.P. on Part II of this Schedule | |
PR Springfield/Delco LLC | DE | PREIT – 100% Sole Member | See PR Springfield/Delco, L.P. | |
PR Springfield/Delco Holdings LLC | DE | PREIT – 100% Sole Member | See PR Springfield/Delco Holdings, L.P. | |
PR Swedes Square LLC | DE | PREIT – 100% Sole Member | Land in New Castle, Delaware | |
PR Sunrise Outparcel 1, LLC | NJ | PREIT-RUBIN, Inc. – 100% Sole Member | Sunrise Plaza Outparcel | |
PR Sunrise Outparcel 2, LLC | NJ | PREIT-RUBIN, Inc. – 100% Sole Member | Sunrise Plaza Outparcel | |
PR TP LLC | DE | PREIT – 100% Sole Member | See PR TP LP | |
PR Valley LLC | DE | PREIT – 100% Sole Member | See PR Valley Limited Partnership | |
PR Valley View LLC | DE | PR VV LLC – 99.99% Member PREIT – 0.01% Member | See PR Valley View Limited Partnership | |
PR Valley View Downs LLC | PA | PREIT – 100% Sole Member | See PR Valley View Downs Limited Partnership | |
PR Viewmont LLC | DE | PREIT – 100% Sole Member | See PR Viewmont Limited Partnership | |
PR VV LLC | DE | PREIT – 100% Sole Member | See PR Valley View Limited Partnership |
Limited Liability Companies | Jurisdiction of Organization | Each Person holding any Equity Interest in the Subsidiary; nature of the Equity Interest; percentage ownership of Subsidiary represented by the Equity Interest | Property Owned by Subsidiary | |
PR Walnut Street Abstract LLC | DE | PREIT-RUBIN, Inc. – Sole member | See Walnut Street Abstract, L.P. in Part II of this Schedule | |
PR Washington Crown LLC | DE | PR WC LLC – 99.99% Member PREIT – 0.01% Member | See PR Washington Crown Limited Partnership | |
PR WC LLC | DE | PREIT – 100% Sole Member | See PR Washington Crown Limited Partnership | |
PR Westgate LLC | PA | PREIT – 100% Sole Member | See PR Westgate Limited Partnership | |
PR Wiregrass Anchor LLC | DE | PREIT – 100% Sole Member | McRae’s anchor store at Wiregrass Mall | |
PR Wiregrass Commons LLC | DE | PREIT – 100% Sole Member | Wiregrass Commons Mall | |
PR Woodland General LLC | DE | PREIT – 100% Sole Member | See PR Woodland Limited Partnership | |
PR Woodland Outparcel LLC | DE | PREIT – 100% Sole Member | Outparcel at Woodland Mall | |
PR WV LLC | DE | PREIT – 100% Sole Member | See PR Wyoming Valley LLC | |
PR Wyoming Valley LLC | DE | PR WV LLC – 99.99% PREIT – 0.01% | See PR Wyoming Valley Limited Partnership | |
PREIT Advisors, LLC | PA | PREIT-RUBIN, Inc. – 100% Sole Member | None | |
PREIT CDE LLC (f/k/a Exton License II, LLC) | PA | PREIT-RUBIN, Inc. – 1 % Member PREIT – 99% Member | Liquor license associated with Exton Square Mall | |
PREIT Gadsden Mall LLC | DE | PREIT – 100% Sole Member | Gadsden Mall | |
PREIT Gadsden Office LLC (to be dissolved) | DE | PREIT – 100% Sole Member | None | |
PREIT Services LLC | DE | PREIT – 100% Sole Member | None | |
PRWGP General, LLC | DE | PREIT – 100% Sole Member | See WG Park, L.P. | |
WG Holdings of Pennsylvania, L.L.C. | PA | WG Holdings, L.P. – 100% Sole Member | See WG Park, L.P. | |
WG Park –Anchor B, LLC | DE | PREIT – 100% Sole Member | See WG Park – Anchor B LP | |
XGP LLC | DE | PR Exton Limited Partnership – 100% Sole Member | See X-I Holding LP |
Corporations | Jurisdiction of Organization | Each Person holding any Equity Interest in the Subsidiary; nature of the Equity Interest; percentage ownership of Subsidiary represented by the Equity Interest | Property Owned by Subsidiary |
1150 Plymouth Associates, Inc. | MD | PREIT-RUBIN, Inc. – 100% | Liquor licenses associated with Plymouth Meeting Mall |
Exton License, Inc. | MD | PREIT-RUBIN, Inc. – 100% | Liquor licenses associated with Exton Square |
PR GC Inc. | MD | PREIT Services, LLC – 100% | None |
PR Services Corporation | PA | PREIT-RUBIN, Inc. – 100% | None |
PREIT-RUBIN, Inc. | PA | PREIT – 100% | Former Strawbridge store located at 8th and Market. Also, see PR New Garden Residential Limited Partnership and PR Radio Drive LLC. |
PREIT-RUBIN OP, Inc. | PA | PREIT-RUBIN, Inc. – 100% | Outparcels acquired in the Crown Transaction that are located at the following properties: Lycoming Mall, North Hanover Mall and Viewmont Mall. (See PR Financing Limited Partnership). |
PREIT TRS, Inc. | DE | Pennsylvania Real Estate Investment Trust | REIT Income Test Assignee |
Capital City Beverage Enterprise, Inc. (f/k/a R8267 Plymouth Enterprises, Inc.) | MD | PREIT-RUBIN, Inc. – 100% | Liquor licenses associated with Plymouth Meeting Mall |
Springhills Northeast Quadrant Owners Drainage Association No. One, Inc. | FL | PR Gainesville Limited Partnership, sole member | Property owner’s association for property located in Alachua county, Florida (Gainesville) |
Springhill Owners Association, Inc. | FL | PR Gainesville Limited Partnership, sole member | Property owner’s association for property located in Alachua county, Florida (Gainesville) |
Trusts | Jurisdiction of Organization | Each Person holding any Equity Interest in the Subsidiary; nature of the Equity Interest; percentage ownership of Subsidiary represented by the Equity Interest | Property Owned by Subsidiary |
PR Lycoming Service Associates | PA | PREIT-RUBIN, Inc. – Sole Beneficiary | Utility services at Lycoming Mall |
PR Oxford Valley Trust | PA | PREIT-Sole Beneficiary | None |
PR Palmer Park Trust | PA | PREIT – Sole Beneficiary | See PR Palmer Park Mall Limited Partnership |
PR Springfield Trust | PA | PREIT – Sole Beneficiary | See PR Springfield Associates, L.P. |
PREIT Protective Trust 1 | PA | PREIT-RUBIN, Inc. – Sole Beneficiary | REIT Asset Test Assignee |
Unconsolidated Affiliates | Jurisdiction of Organization | Each Person holding any Equity Interest in the Unconsolidated Affiliate; nature of the Equity Interest; percentage ownership of Unconsolidated Affiliate represented by the Equity Interest | Property Owned by Unconsolidated Affiliate |
Catalyst Outdoor Advertising, LLC | DE | • PR Outdoor, LP – 39.0% Member • Thaddeus Bartkowski – 41.5% • Crystal Anne Crawford – 11.5% • Patrick Wofington – 8.0% | Indirect interest in Outdoor Advertising |
Lehigh BOS Acquisition L.P. | DE | • Lehigh BOS Acquisition GP, LLC – 0.5% GP* • PR BOS GP, LLC – 0.5% GP • Simon Property Group, L.P. – 49.5% LP * • PR BOS LP – 49.5% LP | Boscov’s Parcel at Lehigh Valley Mall |
Lehigh Valley Associates (Limited Partnership) | PA | • PR Lehigh Valley LLC – 0.5% GP, • PREIT – 49.5% LP • Delta Ventures, Inc. – 0.5% GP* • Kravco Simon Investments, L.P. – 49.5% LP* | Lehigh Valley Mall |
Lehigh Valley Mall GP, LLC | DE | • Lehigh Valley Associates – 100% member | See Mall at Lehigh Valley, L.P. |
Mall at Lehigh Valley, L.P. | DE | • Lehigh Valley Mall GP, LLC – 0.5% GP • Lehigh Valley Mall Associates – 99.5% LP | Lessor of Lehigh Valley Mall. Borrower under mortgage loan secured by Lehigh Valley Mall. |
Unconsolidated Affiliates | Jurisdiction of Organization | Each Person holding any Equity Interest in the Unconsolidated Affiliate; nature of the Equity Interest; percentage ownership of Unconsolidated Affiliate represented by the Equity Interest | Property Owned by Unconsolidated Affiliate |
Mall Maintenance Corporation (I) | PA | PREIT holds an indirect minority membership interest in Mall Maintenance Corporation (I) Other members: City of Philadelphia Redevelopment Authority of City of Philadelphia Philadelphia Authority for Industrial Development Philadelphia VF LP The May Department Stores Company Market Street East Development Corporation | Purpose is to maintain the public areas of Gallery I at Market East |
Mall Maintenance Corporation II | PA | PREIT holds an indirect minority membership interest in Mall Maintenance Corporation II Other members: Redevelopment Authority of City of Philadelphia Philadelphia Authority for Industrial Development One Reading Center Associates | Purpose is to maintain the public areas of Gallery II at Market East |
Mall Corners Ltd. (Limited Partnership) | GA | • PREIT – 19% LP • Charles A. Lotz – 0.5% GP* • Center Developers, Inc. – 1% GP* • Frank L. Ferrier – 1% GP* • Others – 78.5% LP* | None |
Mall Corners II, Ltd. (Limited Partnership) | GA | • PREIT – 11% LP • Charles A. Lotz – 0.5% GP* • Center Developers, Inc. – 1% GP* • Frank L. Ferrier – 1% GP* • Others – 86.5% LP* | None |
Metroplex General, Inc. | PA | • PR Metroplex West, LLC – 50% • MW General, Inc. – 50%* | See Metroplex West Associates, L.P. |
Unconsolidated Affiliates | Jurisdiction of Organization | Each Person holding any Equity Interest in the Unconsolidated Affiliate; nature of the Equity Interest; percentage ownership of Unconsolidated Affiliate represented by the Equity Interest | Property Owned by Unconsolidated Affiliate |
Metroplex West Associates, L.P. | PA | • Metroplex General, Inc. – 1% GP • PREIT – 49.5% LP • MW General, Inc. – .5% LP* • Goldenberg Metroplex Partners, L.P. – 22.5% LP* • Goldenberg Metroplex Investors, L.P. – 24% LP* • Resource Realty Management, Inc. – 2.5% LP* | Metroplex Power Center |
Oxford Valley Road Associates (limited partnership) | PA | • PR Oxford Valley General, LLC – 1% GP • PREIT – 49% LP • OVG General, Inc. – 1% GP* • Goldenberg Investors, L.P. – 22.296% LP* • Goldenberg Partners, L.P. – 24.204% LP* • Milton S. Schneider - 1% LP • Resource Realty* Management, Inc. – 1.5% LP* | Court at Oxford Valley Shopping Center |
Pavilion East Associates, L.P. | PA | • PREIT – 40% LP • PE General, L.L.C. – 1% GP* • Goldenberg Pavilion Partners, L.P. – 15.5% LP* • Goldenberg Pavilion Investors, L.P. – 15% LP* • Resource Realty Management, Inc. – 4% LP* • Pavilion Towner Associates, L.P. – 4.5% LP* • LK Pavilion Associates, L.P. – 20% LP* | Pavilion at Market East |
PRDB Springfield Limited Partnership | PA | • PRDB Springfield LLC – 1% GP • Paul deBotton – 49.5% LP • PREIT – 49.5% LP | Springfield Park (Springfield, PA) |
PRDB Springfield LLC | PA | • Paul deBotton – 50% • PREIT – 50% | See PRDB Springfield Limited Partnership |
Unconsolidated Affiliates | Jurisdiction of Organization | Each Person holding any Equity Interest in the Unconsolidated Affiliate; nature of the Equity Interest; percentage ownership of Unconsolidated Affiliate represented by the Equity Interest | Property Owned by Unconsolidated Affiliate |
Red Rose Commons Associates, L.P. | PA | • PR Red Rose LLC – 1% GP • PREIT – 49% LP • RRC General, Inc. – 1% GP* • Goldenberg Lancaster Partners, L.P. – 23% LP* • Goldenberg Lancaster Investors, L.P. – 24% LP* • Resource Realty Management, Inc. – 2% LP* | All units in the Red Rose Condominium constituting the Red Rose Commons Shopping Center |
Simon/PREIT Gloucester Development, LLC | DE | • PR Gloucester LLC – 25% • Gloucester Premium Outlets Member, LLC – 75% * | Proposed Outlet Development in Gloucester, New Jersey |
Whitehall Mall Venture (partnership) | PA | • PREIT – 50% • Whitemak Associates – 50%* | Whitehall Mall |
Walnut Street Abstract, L.P. | NJ | • PR Walnut Street Abstract LLC – 50% LP • Affiliate of Madison Title Agency – 50%* | Title insurance agency. |
Properties | Owner | Occupancy (as of 9/30/2013) | Project Under Development? | |
Wholly-Owned | ||||
801 Market – Office | PREIT-RUBIN, Inc. | 100% | No | |
801 Market – Retail | PREIT-RUBIN, Inc. | 0% | Yes See Part II of this Schedule for additional information. | |
907 Market Street | PR 907 Market LP | 96.5% | No | |
Beaver Valley Mall | PR Beaver Valley Limited Partnership (Parcels 1 and 2) PR BVM, LLC (Parcel 3) | 93.8% | No. | |
Capital City Mall | PR Capital City Limited Partnership (Improvements) PR CC Limited Partnership (Land) | 97.0% | No. | |
Cherry Hill Mall | Cherry Hill Center, LLC PR Cherry Hill STW LLC (Cherry Hill Anchor Store) | 94.4% | Yes See Part II of this Schedule for additional information. | |
Crossroads Mall (fee and leasehold) | PR Crossroads I, LLC and PR Crossroads II, LLC | 95.9% | Yes See Part II of this Schedule for additional information. | |
Cumberland Mall | Cumberland Mall Associates (Unit A) PR Cumberland Outparcel LLC (vacant outparcel) | 94.9% | No | |
Dartmouth Mall | PR North Dartmouth LLC | 96.7% | No | |
Exton Square Mall and leasehold interest in Kmart Parcel at Mall | Exton Square Property L.P. PR Exton Outparcel Limited Partnership (L. Lincoln Highway land parcel) | 94.8% | Yes See Part II of this Schedule for additional information. |
Properties | Owner | Occupancy (as of 9/30/2013) | Project Under Development? | |
Francis Scott Key Mall | PR Financing Limited Partnership | 98.7% | Yes See Part II of this Schedule for additional information. | |
Gadsden Mall | PREIT Gadsden Mall LLC PREIT-RUBIN, Inc. (3.21 vacant land parcel) | 97.4% | No | |
Gallery at Market East (1) | PR Gallery I Limited Partnership | 31.81% | Yes See Part II of this Schedule for additional information. | |
Gallery at Market East II | Keystone Philadelphia Properties, L.P. | 93.9% | No | |
Jacksonville Mall | PR Jacksonville Limited Partnership | 99.7% | No | |
Logan Valley Mall | PR Logan Valley Limited Partnership | 97.4% | No | |
Lycoming Mall | PR Financing Limited Partnership (leased to PR Lycoming Limited Partnership) PREIT-RUBIN OP, Inc. (Outparcels – D-1, D, M-2, P-2 and Q) | 94.5 | % | No |
Magnolia Mall | PR Magnolia LLC | 99.0% | No. | |
Mall at Prince Georges | PR Prince Georges Plaza LLC | 95.9% | Yes See Part II of this Schedule for additional information | |
Monroe | PR Monroe Unit One Limited Partnership (Unit 1A, 2.5 acre parcel) PR Monroe Old Trail Limited Partnership (.466 acre parcel) PR Monroe Unit 10C Limited Partnership (Unit 10C) | N/A - Land | No | |
Moorestown Mall | Moorestown Mall LLC | 87.3% | Yes See Part II of this Schedule for additional information. |
Properties | Owner | Occupancy (as of 9/30/2013) | Project Under Development? | |
New Garden / White Clay Point | PR New Garden L.P. PR New Garden/Chesco Limited Partnership PR New Garden Residential Limited Partnership | N/A – Land | Yes See Part II of this Schedule for additional information. | |
New River Valley Mall | PR Financing Limited Partnership | 88.0% | No | |
Nittany Mall | PR Financing Limited Partnership | 94.6% | No | |
North Hanover Mall(2) | PR Financing Limited Partnership | 85.0% | Yes See Part II of this Schedule for additional information | |
One Cherry Hill Plaza | Bala Cynwyd Associates, L.P. | 44.0% | No | |
Palmer Park Mall | PR Palmer Park Mall Limited Partnership | 92.3% | No | |
Patrick Henry Mall | PR Patrick Henry LLC | 95.7% | No | |
Pitney | PR Pitney Lot 3 Limited Partnership | N/A – Land | No | |
Plaza at Magnolia | PR Radio Drive, LLC | 100.0% | No | |
Plymouth Commons | PR Plymouth Meeting Associates PC LP | 0% | No | |
Plymouth Meeting Mall | • PR Plymouth Meeting Limited Partnership (Improvements) • Plymouth Ground Associates, L.P. (Land) • PR AEKI Plymouth, L.P. | 90.1% | Yes See Part II of this Schedule for additional information. | |
South Mall | PR Financing Limited Partnership | 94.3% | No | |
Spring Hills | PR Gainesville Limited Partnership | N/A – Land | Yes See Part II of this Schedule for additional information. | |
Sunrise Plaza | PR Sunrise Outparcel 1, LLC - .967 acres PR Sunrise Outparcel 2, LLC – 2.109 acres | N/A – Land | No | |
Swedes Square Property | PR Swedes Square LLC | N/A –Land | No | |
Uniontown Mall (leasehold) | PR Financing Limited Partnership | 96.4% | No. |
Properties | Owner | Occupancy (as of 9/30/2013) | Project Under Development? | |
Valley Mall | PR Valley Limited Partnership | 95.4% | No | |
Valley View Mall | PR Valley View Limited Partnership | 97.1% | No | |
Viewmont Mall | PR Financing Limited Partnership PREIT-RUBIN OP Inc. (Outparcel #s 12401-040-005, 12401-040-003, and 12401-040-001) | 99.3% | No | |
Voorhees Town Center (and Condominium) | Echelon Title LLC Echelon Residential Unit Owner LLC | 71.9% | Yes See Part II of this Schedule for additional information. | |
Washington Crown Center | PR Washington Crown Limited Partnership | 85.8% | Yes See Part II of this Schedule for additional information | |
Westgate Anchor Pad | PR Westgate Limited Partnership | 100% | No | |
Willow Grove Park | W.G. Park, L.P. WG Park-Anchor B LP (Anchor Site) | 98.1% | Yes See Part II of this Schedule for additional information. | |
Wiregrass Commons Mall (fee and leasehold) | PR Wiregrass Commons LLC PR Wiregrass Anchor LLC (Anchor Store) | 94.2% | No | |
Woodland Mall | PR Woodland Limited Partnership PR Woodland Outparcel LLC (Verizon Outparcel) | 99.0% | No | |
Wyoming Valley Mall | PR Wyoming Valley Limited Partnership | 96.8% | No | |
Joint Venture | ||||
Court At Oxford Valley | Oxford Valley Road Associates, LP | 88.5% | Yes See Part II of this Schedule for additional information. |
Properties | Owner | Occupancy (as of 9/30/2013) | Project Under Development? | |
Lehigh Valley Mall | Lehigh Valley Associates (leased to Mall at Lehigh Valley, L.P ) Lehigh BOS Acquisition, L.P. (Boscov’s parcel) | 98.3% | Yes See Part II of this Schedule for additional information. | |
Metroplex | Metroplex West Associates, L.P. | 98.5% | No. | |
Pavilion East | Pavilion East Associates, L.P. | N/A - Land | Yes See Part II of this Schedule for additional information. | |
Red Rose Commons | Red Rose Commons Associates, L.P | 100% | Yes See Part II of this Schedule for additional information. | |
Springfield East | Darlington Square Shopping Center Ltd, PR Springfield Associates, L.P, Lawrence Park Partnership, Joyfor Joint Venture as tenants in common | 100% | No | |
Springfield Mall | PR Springfield/Delco Limited Partnership and KS Springfield Limited Partnership as tenant in common | 92.9% | Yes See Part II of this Schedule for additional information. | |
Springfield Park | PRDB Springfield Limited Partnership | 98.9% | No | |
Whitehall Mall | Pennsylvania Real Estate Investment Trust and Whitemak Associates as tenants in common | 92.6% | No. |
Projects Under Development1 | |||
As of 9/30/2013 | |||
('000's) | |||
PREIT's Share of Value of Construction in Progress | PREIT's Share of Total Budgeted Costs Remaining 3 | Total Projects Under Development | |
Land in Predevelopment | |||
New Garden / White Clay Point | $34,786 | $34,786 | |
Springhills | 19,230 | 19,230 | |
Sub-Total Land in Predevelopment | 54,016 | 54,016 | |
Other Projects in Predevelopment | |||
Wholly Owned | |||
Joint Venture2 | |||
Court at Oxford Valley | 62 | 62 | |
Red Rose | 1 | 1 | |
Pavilion East | 768 | 768 | |
Sub-Total Other Predevelopment | 831 | 831 | |
Construction in Progress | |||
Wholly Owned | |||
801 Market | 2,941 | 682 | 3,624 |
Cherry Hill Mall | 50 | - | 50 |
Crossroads Mall | 333 | 1,646 | 1,979 |
Exton Square Mall | 2,403 | 1,879 | 4,281 |
Francis Scott Key Mall | 597 | - | 597 |
Gallery I | 5,691 | 4,285 | 9,976 |
Mall at Prince Georges | 1,512 | 149 | 1,662 |
Moorestown Mall | 18,139 | 4,854 | 22,993 |
North Hanover Mall | 8 | - | 8 |
Plymouth Meeting Mall | 522 | 1,693 | 2,216 |
Washington Crown Mall | 2,152 | 140 | 2,292 |
Willow Grove Park | (15) | - | (15) |
Voorhees Town Center | 40 | 655 | 695 |
Joint Venture2 | |||
Lehigh Valley Mall | 255 | - | 255 |
Springfield Mall | 6 | - | 6 |
Sub-Total Construction in Progress | 34,635 | 16,167 | 50,802 |
Total | 89,482 | $16,167 | $105,650 |
1 Includes the cost of land | |||
2 PREIT's share represents the greater of the ownership interest or PREIT's recourse amount. | |||
3 PREIT's Share of Total Budgeted Costs Remaining is net of any expected tenant reimbursements, parcel sales, tax credits or other incentives. |
Loan Party | Indebtedness | Description of property subject to Lien |
Borrower | ||
PR Financing Limited Partnership | $30,000,000 Amended and Restated Term Loan Agreement dated as of January 18, 2012 by and among PR Financing Limited Partnership, as Borrower, PREIT Associates, L.P. and Pennsylvania Real Estate Investment Trust, as Parent, the financial institutions party thereto, as Lenders, and Wells Fargo Bank, National Association, as Administrative Agent (“New River Term Loan”) with a balance of $28,050,000 as of 9/30/2013 | New River Valley Mall |
Pennsylvania Real Estate Investment Trust, PREIT Associates, L.P. | Guaranty of New River Term Loan | |
PREIT Associates, L.P., PREIT-RUBIN, Inc., Pennsylvania Real Estate Investment Trust | $400,000,000 Credit Agreement (for purposes of this Schedule 6.1.(g), the “Senior Credit Agreement”) by and among PREIT Associates, L.P., PREIT-RUBIN, Inc., and Pennsylvania Real Estate Investment Trust as Borrowers, U.S. Bank National Association, as Syndication Agent, Bank of America, N.A., Citibank, N.A, JPMorgan Chase Bank, N.A. and Manufacturers and Traders Trust Company, as Documentation Agent, Wells Fargo Bank, National Association, as Administrative Agent, Wells Fargo Securities, LLC, as Sole Lead Arranger, and each of the Lenders party thereto (for purposes of this Schedule 6.1.(g), the “Senior Facility”) | |
Pennsylvania Real Estate Investment Trust | Mortgage by Whitemak Associates and Pennsylvania Real Estate Investment Trust in favor of Northwestern Mutual Life Insurance Company with a balance of $10,718,000 as of 9/30/2013 | Whitehall Mall |
Pennsylvania Real Estate Investment Trust | Guaranty of Nonrecourse Carveouts by Pennsylvania Real Estate Investment Trust (50%) and Kravco, Inc. (50%) in favor of The Northwestern Mutual Life Insurance Company (Whitehall Mall) |
Borrower | ||
PREIT Associates, L.P. | Guaranty of NonRecourse Carveouts by PREIT Associates, L.P. in favor of New York Life Insurance Company and Teachers Insurance and Annuity Association of America (Cherry Hill Mall) | |
PREIT Associates, L.P. | Guaranty of NonRecourse Carveouts by PREIT Associates, L.P. and Kenneth N. Goldenberg in favor of Citigroup Global Markets Realty Corp. (Red Rose Commons) | |
PREIT Associates, L.P. | Roof Repairs and $5,000,000 Rollover Guaranty by PREIT Associates, L.P. and Kenneth N. Goldenberg in favor of New York Life Insurance Company (Metroplex West) | |
PREIT Associates, L.P. | Guaranty of Nonrecourse Carveouts by PREIT Associates, L.P. and Kenneth N. Goldenberg in favor of New York Life Insurance Company (Metroplex West) | |
PREIT Associates, L.P. | Guaranty of Nonrecourse Carveouts executed by PREIT Associates, L.P. in favor of Lehman Brothers Bank FSB. (Magnolia Mall) |
PREIT Associates, L.P. | Guaranty of Nonrecourse Carveouts made by PREIT Associates, L.P. in favor of Bank of America (Cumberland Mall) | |
PREIT Associates, L.P. | Guaranty of Nonrecourse Carveouts made by PREIT Associates, L.P. in favor of Bank of America, N.A. (Dartmouth Mall) | |
PREIT Associates, L.P. | Guaranty of Nonrecourse Carveouts made by PREIT Associates, L.P. in favor of Bank of America, N.A. (Capital City Mall) | |
PREIT Associates, L.P. | Guaranty of Nonrecourse Carveouts executed by PREIT Associates, L.P. in favor of Prudential Mortgage Capital Company, LLC. (Woodland Mall) | |
PREIT Associates, L.P. | Guaranty of Nonrecourse Carveouts executed by PREIT Associates, L.P. in favor of Eurohypo AG, New York Branch (Valley Mall). | |
PREIT Associates, L.P. | Guaranty of Nonrecourse Carveouts executed by PREIT Associates, L.P. in favor of Prudential Insurance Company of America and Teachers Insurance & Annuity Association of America (Willow Grove Mall) | |
PREIT Associates, L.P. | Guaranty of Nonrecourse Carveouts executed by PREIT Associates, L.P. in favor of Wells Fargo Bank, N.A. (Mall at Prince Georges) | |
PREIT Associates, L.P. | Guaranty of Nonrecourse Carveouts executed by PREIT Associates, L.P. in favor of Norddeutsche Landesbank Girozentrale (Logan Valley Mall) | |
PREIT Associates, L.P. | Guaranty of Nonrecourse Carveouts executed by PREIT Associates, L.P. in favor of Cantor Commercial Real Estate Lending, LP. (Wyoming Valley Mall) | |
PREIT Associates, L.P. | Guaranty of Nonrecourse Carveouts executed by PREIT Associates, L.P. in favor of Landesbank Baden-Württemberg. (Francis Scott Key Mall) | |
PREIT Associates, L.P. | Guaranty of Nonrecourse Carveouts executed by PREIT Associates, L.P. in favor of Landesbank Baden-Württemberg. (Viewmont Mall) | |
PREIT Associates, L.P. | Guaranty of loan in the amount of $35,500,000 from Susquehanna Bank to PR Lycoming L.P. with a balance of $35,075,000 as of 9/30/2013 (guaranty limited to 25% of the outstanding principal amount of the Note) (Lycoming Mall) | |
PREIT Associates, L.P. | Guaranty of Nonrecourse Carveouts executed by Simon Property Group, L.P. (37.985%), PREIT Associates, L.P. (50%) and Powell Springfield Investments, L.P. (12.015%) in favor of US Bank, N.A. (Springfield Mall) | |
PREIT Associates, L.P. | Guaranty of Nonrecourse Carveouts executed by PREIT Associates, L.P. in favor of Capital One, N.A. (Springfield Park/ Springfield East) | |
PREIT Associates, L.P. | Guaranty of loan in the amount of $27,700,000 from Capital One, N.A. to PREIT-RUBIN, Inc. with a balance of $26,360,000 as of 9/30/2013 (guaranty limited to greater of (i) 40% of the outstanding principal amount of the Note or (ii) any termination payment paid by tenant under Office lease) (801 Market Street – Office) | |
PREIT Associates, L.P. | Guaranty of Nonrecourse Carveouts executed by PREIT Associates, L.P. in favor of The Prudential Insurance Company of America (Patrick Henry Mall) | |
PREIT Associates, L.P. | Guaranty of Nonrecourse Carveouts executed by PREIT Associates, L.P. in favor of JP Morgan Chase Bank, N.A. (Valley View Mall) | |
PREIT Associates, L.P. | Guaranty of Nonrecourse Carveouts executed by PREIT Associates, L.P. and Kenneth N. Goldenberg in favor of CIBX Commercial Mortgage, LLC (The Court at Oxford Valley) |
Borrower | ||
PREIT-RUBIN, Inc. | $27,700,000 mortgage loan from Capital One, N.A. to PREIT-RUBIN, Inc. with a balance of $26,360,000 as of 9/30/2013 | 801 Market Street – Office |
Loan Parties | ||
801-Gallery Associates, L.P. | Guaranty of Senior Facility | |
801-Gallery Associates, L.P. | Guaranty of loan in the amount of $27,700,000 from Capital One, N.A. to PREIT-RUBIN, Inc. with a balance of $26,360,000 as of 9/30/2013 (801 Market Street – Office) | |
801-Gallery C-3 GP, LLC | Guaranty of Senior Facility | |
801-Gallery C-3 Associates, L.P. | Guaranty of Senior Facility | |
801-Gallery GP, LLC | Guaranty of Senior Facility | |
801-Gallery Office Associates, L.P. | Guaranty of Senior Facility | |
801-Gallery Office Associates, L.P. | Guaranty of loan in the amount of $27,700,000 from Capital One, N.A. to PREIT-RUBIN, Inc. with a balance of $26,360,000 as of 9/30/2013 (801 Market Street – Office) | |
801-Gallery Office GP, LLC | Guaranty of Senior Facility | |
801 Developers, LP | Guaranty of Senior Facility | |
801 Developers GP, LLC | Guaranty of Senior Facility | |
Echelon Residential Unit Owner LLC | Guaranty of Senior Facility | |
Echelon Title LLC | Guaranty of Senior Facility | |
Keystone Philadelphia Properties, L.P. | Guaranty of Senior Facility | |
Keystone Philadelphia Properties, LLC | Guaranty of Senior Facility | |
Plymouth Ground Associates LLC | Guaranty of Senior Facility | |
Plymouth Ground Associates LP | Guaranty of Senior Facility | |
PR AEKI Plymouth, L.P. | Guaranty of Senior Facility | |
PR AEKI Plymouth LLC | Guaranty of Senior Facility | |
PR BVM, LLC | Guaranty of Senior Facility | |
PR Crossroads I, LLC | Guaranty of Senior Facility | |
PR Crossroads II, LLC | Guaranty of Senior Facility | |
PR Cumberland Outparcel LLC | Guaranty of Senior Facility |
PR Echelon Limited Partnership | Guaranty of Senior Facility | |
PR Echelon LLC | Guaranty of Senior Facility | |
PR Exton Limited Partnership | Guaranty of Senior Facility | |
PR Exton LLC | Guaranty of Senior Facility | |
PR Exton Square Property L.P. | Guaranty of Senior Facility | |
PR Jacksonville Limited Partnership | Guaranty of Senior Facility | |
PR Jacksonville LLC | Guaranty of Senior Facility | |
PR JK LLC | Guaranty of Senior Facility | |
Exton Outparcel GP, LLC | Guaranty of Senior Facility | |
Exton Outparcel Holdings, LP | Guaranty of Senior Facility | |
Exton Outparcel Limited Partnership | Guaranty of Senior Facility | |
PR Fin Delaware, LLC | Guaranty of Senior Facility | |
PR Financing I LLC | Guaranty of Senior Facility | |
PR Financing II LLC | Guaranty of Senior Facility | |
PR Financing Limited Partnership | Guaranty of Senior Facility | |
PR Gainesville Limited Partnership | Guaranty of Senior Facility | |
PR Gainesville LLC | Guaranty of Senior Facility | |
PR Gallery I Limited Partnership | Guaranty of Senior Facility | |
PR Gallery I LLC | Guaranty of Senior Facility | |
PR Gallery II LLC | Guaranty of Senior Facility | |
PR Gallery II Limited Partnership | Guaranty of Senior Facility | |
PR GV LLC | Guaranty of Senior Facility | |
PR GV LP | Guaranty of Senior Facility | |
PR Monroe Limited Partnership | Guaranty of Senior Facility | |
PR Monroe, LLC | Guaranty of Senior Facility | |
PR Monroe Holdings, L.P. | Guaranty of Senior Facility | |
PR Monroe Holdings, LLC | Guaranty of Senior Facility | |
PR Monroe Old Trail Limited Partnership | Guaranty of Senior Facility | |
PR Monroe Old Trail, LLC | Guaranty of Senior Facility | |
PR Monroe Old Trail Holdings, L.P. | Guaranty of Senior Facility | |
PR Monroe Old Trail Holdings, LLC | Guaranty of Senior Facility |
PR Monroe Unit One Limited Partnership | Guaranty of Senior Facility | |
PR Monroe Unit One Holding, L.P. | Guaranty of Senior Facility | |
PR Monroe Unit One GP, LLC | Guaranty of Senior Facility | |
PR Monroe Unit 10C Limited Partnership | Guaranty of Senior Facility | |
PR Monroe Unit 10C Holdings, L.P. | Guaranty of Senior Facility | |
PR Monroe Unit 10C GP, LLC | Guaranty of Senior Facility | |
PR New Garden/Chesco Limited Partnership | Guaranty of Senior Facility | |
PR New Garden/Chesco, LLC | Guaranty of Senior Facility | |
PR New Garden/Chesco Holdings, L.P. | Guaranty of Senior Facility | |
PR New Garden/Chesco Holdings, LLC | Guaranty of Senior Facility | |
PR New Garden LLC | Guaranty of Senior Facility | |
PR New Garden Limited Partnership | Guaranty of Senior Facility | |
PR New Garden Residential Limited Partnership | Guaranty of Senior Facility | |
PR New Garden Residential LLC | Guaranty of Senior Facility | |
PR Palmer Park, L.P. | Guaranty of Senior Facility | |
PR Palmer Park Mall Limited Partnership | Guaranty of Senior Facility | |
PR Palmer Park Trust | Guaranty of Senior Facility | |
PR Plymouth Meeting Associates PC LP | Guaranty of Senior Facility | |
PR Plymouth Meeting Limited Partnership | Guaranty of Senior Facility |
PR Plymouth Meeting LLC | Guaranty of Senior Facility | |
PR PM PC Associates LP | Guaranty of Senior Facility | |
PR PM PC Associates LLC | Guaranty of Senior Facility | |
PR Radio Drive LLC | Guaranty of Senior Facility | |
PR Swedes Square LLC | Guaranty of Senior Facility | |
PR TP LLC | Guaranty of Senior Facility | |
PR TP LP | Guaranty of Senior Facility | |
PR Washington Crown Limited Partnership | Guaranty of Senior Facility | |
PR Washington Crown LLC | Guaranty of Senior Facility | |
PR WC LLC | Guaranty of Senior Facility | |
PR Westgate Limited Partnership | Guaranty of Senior Facility | |
PR Westgate LLC | Guaranty of Senior Facility | |
PR Wiregrass Anchor LLC | Guaranty of Senior Facility | |
PR Wiregrass Commons LLC | Guaranty of Senior Facility | |
PREIT Gadsden Mall LLC | Guaranty of Senior Facility | |
PREIT-RUBIN OP, Inc. | Guaranty of Senior Facility | |
WG Park – Anchor B, LLC | Guaranty of Senior Facility | |
WG Park – Anchor B LP | Guaranty of Senior Facility | |
XGP LLC | Guaranty of Senior Facility |
Other Subsidiaries | ||
PR North Dartmouth LLC | Mortgage in favor of Bank of America with a balance of $66,534,000 as of 9/30/2013. | Dartmouth Mall |
PR Capital City Limited Partnership | Fee and Leasehold Mortgage and Security Agreement in the amount of $65,750,000 from Bank of America, N.A. to PR Capital City Limited Partnership with a balance of $64,442,000 as of 9/30/2013 | Capital City Mall (Improvements) |
PR CC Limited Partnership | Fee and Leasehold Mortgage and Security Agreement in favor of Bank of America, N.A., with a balance of $64,442,000 as of 9/30/2013 | Capital City Mall (Land) |
PR Valley View Limited Partnership | Loan in the amount of $32,000,000 from JP Morgan Chase Bank, N.A to PR Valley View Limited Partnership with a balance of $30,762,000 as of 9/30/2013 | Valley View Mall |
PR Valley Limited Partnership | Indemnity Deed of Trust Security Agreement in the amount of $90,000,000 in favor of Eurohypo AG, New York Branch with a balance of $82,885,000 as of 9/30/2013 | Valley Mall |
PR Hagerstown LLC | Loan in the amount of $90,000,000 from Eurohypo, AG New York Branch to PR Hagerstown Limited Partnership with a balance of $82,885,000 as of 9/30/2013 | Valley Mall |
W.G. Park, L.P. | Loan in the amount of $160,000,000 from Prudential Insurance Company of America and Teachers Insurance & Annuity Association of America to W.G. Park, L.P. with a balance of $140,192,000 as of 9/30/2013 | Willow Grove Mall |
PR Cherry Hill STW LLC | Loan in the amount of $300,000,000 from New York Life Insurance Company and Teachers Insurance and Annuity Association of America to PR Cherry Hill STW LLC and Cherry Hill Center LLC with a balance of $300,000,000 as of 9/30/2013 | Cherry Hill Strawbridge Parcel and Cherry Hill Mall |
Cherry Hill Center, LLC | Loan in the amount of $300,000,000 from New York Life Insurance Company and Teachers Insurance and Annuity Association of America to PR Cherry Hill STW LLC and Cherry Hill Center LLC with a balance of $300,000,000 as of 9/30/2013 | Cherry Hill Strawbridge Parcel and Cherry Hill Mall |
PR Woodland Limited Partnership | Loan in the amount of $156,500,000 from Prudential Mortgage Capital Company, LLC to PR Woodland Limited Partnership with a balance of $147,029,000 as of 9/30/2013 | Woodland Mall |
PR Hyattsville LLC | Loan in the amount of $150,000,000 Wells Fargo Bank, N.A. to PR Hyattsville LLC with a balance of $150,000,000 as of 9/30/2013 | Mall at Prince George |
PR Prince Georges Plaza LLC | Guaranty of Loan and Indemnity Deed of Trust in the amount of $150,000,000 in favor of Wells Fargo Bank, N.A. with a balance of $150,000,000 as of 9/30/2013 | Mall at Prince George |
PR Magnolia Mall LLC | Loan in the amount of $66,000,000 from Lehman Brothers Bank, FSB to PR Magnolia LLC with a balance of $57,375,000 as of 9/30/2013 | Magnolia Mall |
Cumberland Mall Associates | Loan in the amount of $52,000,000 from Bank of America, N.A. to Cumberland Mall Associates with a balance of $50,770,000 at 9/30/2013 | Cumberland Mall |
PR Logan Valley LP | Loan in the amount of $68,000,000 from Norddeutsche Landesbank Girozentrale to PR Logan Valley L.P with a balance of $51,000,000 as of 9/30/2013 | Logan Valley Mall |
PR Wyoming Valley LP | Loan in the amount of $78,000,000 from Cantor Commercial Real Estate Lending, LP to PR Wyoming Valley L.P with a balance of $78,000,000 as of 12/11/2013. | Wyoming Valley Mall |
PR Francis Scott Key LLC | Loan in the amount of $62,625,000 from Landesbank Baden-Württemberg to PR Francis Scott Key with a balance of $62,625,000 as of 9/30/2013 | Francis Scott Key Mall |
PR Financing LP | Guaranty of Loan and Indemnity Deed of Trust in the amount of $62,625,000,000 in favor of Landesbank Baden-Württemberg to PR Francis Scott Key with a balance of $62,625,000 as of 9/30/2013 | Francis Scott Key Mall |
PR Viewmont LP | Fee and Leasehold Mortgage in the amount of $48,000,000 to Landesbank Baden-Württemberg with a balance of $48,000,000 as of 9/30/2013 | Viewmont Mall (Improvements) |
PR Financing LP | Fee and Leasehold Mortgage in the amount of $48,000,000 to Landesbank Baden-Württemberg with a balance of $48,000,000 as of 9/30/2013 | Viewmont Mall (Land) |
PR Patrick Henry LLC | Loan in the amount of $97,000,000 from Prudential Insurance Company of America to PR Patrick Henry LLC with a balance of $87,834,000 as of 9/30/2013 | Patrick Henry |
PR Lycoming LP | Leasehold Mortgage in the amount of $35,500,000 to Susquehanna Bank with a balance of $35,075,000 as of 9/30/2013 | Lycoming Mall (Improvements) |
PR Financing LP | Guaranty of Loan and Fee Mortgage in the amount of $35,500,000 in favor of Susquehanna Bank with a balance of $35,075,000 as of 9/30/2013 | Lycoming Mall (Land) |
1150 Plymouth Associates, Inc. | Guaranty of Senior Facility * | |
Beverage Two, LLC | Guaranty of Senior Facility * | |
Capital City Beverage Enterprises, Inc. | Guaranty of Senior Facility * | |
Echelon Beverage LLC | Guaranty of Senior Facility * | |
Exton License, Inc. | Guaranty of Senior Facility * | |
Moorestown Beverage I, LLC | Guaranty of Senior Facility * | |
Moorestown Beverage II, LLC | Guaranty of Senior Facility * | |
Plymouth License III, LLC | Guaranty of Senior Facility * | |
Plymouth License IV, LLC | Guaranty of Senior Facility * | |
PR Acquisition Sub LLC | Guaranty of Senior Facility * | |
PR Advisors GP, LLC | Guaranty of Senior Facility * | |
PR BOS GP, LLC | Guaranty of Senior Facility* | |
PR BOS LP | Guaranty of Senior Facility* | |
PR Gloucester LLC | Guaranty of Senior Facility * | |
PR GC Inc. | Guaranty of Senior Facility * | |
PR Holding Sub Limited Partnership | Guaranty of Senior Facility * | |
PR Holding Sub LLC | Guaranty of Senior Facility * | |
PR Lycoming Service Associates | Guaranty of Senior Facility * | |
PR Outdoor, LP | Guaranty of Senior Facility * | |
PR Outdoor, LLC | Guaranty of Senior Facility * | |
PR Services Corporation | Guaranty of Senior Facility * | |
PR Valley View Downs Limited Partnership | Guaranty of Senior Facility * | |
PR Valley View Downs LLC | Guaranty of Senior Facility * | |
PREIT Advisors, LLC | Guaranty of Senior Facility * | |
PREIT CDE LLC | Guaranty of Senior Facility * |
PREIT Capital Advisors, LP | Guaranty of Senior Facility * | |
PREIT Protective Trust 1 | Guaranty of Senior Facility * | |
PREIT Services, LLC | Guaranty of Senior Facility * | |
PREIT TRS, Inc. | Guaranty of Senior Facility * |
Unconsolidated Affiliates | ||
Metroplex West Associates, L.P. | Loan in the amount of $87,500,000 from New York Life Insurance Company with a balance of $84,968,000 as of 9/30/2013 | Metroplex West |
Red Rose Commons Associates, L.P. | Loan in the amount of $29,900,000 from Citigroup Global Markets Realty Corp. with a balance of $28,998,000 as of 9/30/2013 | Red Rose Commons |
Mall at Lehigh Valley, L.P. | Loan in the amount of $140,000,000 from The Prudential Insurance Company of America with a balance of $134,060,000 as of 9/30/2013 | Lehigh Valley Mall |
Oxford Valley Road Associates | Loan in the amount of $60,000,000 from CIBX Commercial Mortgage, LLC with a balance of $59,130,000 as of 9/30/2013 | Court at Oxford Valley |
Pavilion East Associates, L.P. | Loan in the amount of $9,400,000 from M&T with a balance of $9,138,000 as of 9/30/2013 | Pavilion East |
PRDB Springfield Limited Partnership | Loan in the amount of $10,000,000 from Capital One, N.A. with a balance of $9,314,000 as of 9/30/2013 | Springfield East / Springfield Park |
PR Springfield Associates, L.P. | Loan in the amount of $10,000,000 from Capital One, N.A. with a balance of $9,314,000 as of 9/30/2013 | Springfield East / Springfield Park |
PR Springfield/Delco Limited Partnership | Loan in the amount of $67,000,000 from US Bank, N.A and Aareal Capital Corporation with a balance of $64,074,000 as of 9/30/2013 | Springfield Mall |
Total Liabilities (Excluding Indebtedness set forth in Part I) as of 9/30/2013 [$ In Thousands] | |||
Construction Costs Payable | 9,282 | ||
Deferred Rent & Escrow Deposits | 18,721 | ||
Accrued Pensions et al. | 89,002 | ||
Accrued Expenses & Other Liabilities | 43,886 | ||
Contingent Liabilities | 5,650 | ||
Total Liabilities | 86,541 |
Legal Name of Non-Guarantor Entities | Type of Legal Entity | Equity Interest Held by Parent | Reason for Exclusion |
Limited Partnerships | |||
Cumberland Mall Associates | NJ Limited Partnership | • PR Cumberland GP, LLC – 1% GP • PR Cumberland LP, LLC – 99% LP | 2 – Special Purpose Entity (“SPE”) |
PR BOS LP | PA Limited Partnership | • PR BOS GP, LLC – 1% GP • PREIT – 99% LP | 2- See Lehigh BOS Acquisition L.P. |
PR Capital City Limited Partnership | PA Limited Partnership | • PR Capital City LLC 0.5% GP • PREIT 99.5% LP | 2 – SPE |
PR CC Limited Partnership | PA Limited Partnership | • PR CC I LLC 0.01% GP • PREIT 99.99% LP | 2- SPE |
PR Holding Sub Limited Partnership | PA Limited Partnership | • PR Holding Sub LLC – .1% GP • PREIT – 99.9% LP | 1 |
PR Logan Valley Limited Partnership | PA Limited Partnership | • PR Logan Valley LLC 0.01% GP • PREIT 99.99% LP | 2 – SPE |
PR Lycoming Limited Partnership | PA Limited Partnership | • PR Lycoming LLC – 0.01% GP • PREIT – 99.99% | 2 – SPE |
PR New Castle Associates | PA Limited Partnership | • PREIT – 99.9% LP • PR New Castle LLC – .1% GP | 2 – SPE See Cherry Hill Center LLC |
PR Outdoor, LP | PA Limited Partnership | • PR Outdoor, LLC -0.01% GP • PREIT-RUBIN, Inc. – 99.99% LP | 1 |
PR Springfield Associates, L.P. | PA Limited Partnership | • PR Springfield Trust – 89% GP • Pennsylvania Real Estate Investment Trust – 11% LP | 2 – SPE |
PR Springfield/Delco Limited Partnership | PA Limited Partnership | • PR Springfield/Delco LLC – 0.1% GP • PR Springfield/Delco Holdings, L.P. – 99.9% LP | 2 – SPE |
Legal Name of Non-Guarantor Entities | Type of Legal Entity | Equity Interest Held by Parent | Reason for Exclusion |
PR Springfield/Delco Holdings, L.P. | PA Limited Partnership | • PR/Springfield/Delco Holdings LLC – 0.1% GP • Balsam Holding Inc. – 99.9% LP (Exchange Accommodation Titleholder) | 2 – PR Springfield/Delco Limited Partnership |
PR Valley Limited Partnership | PA Limited Partnership | • PR Valley LLC – 0.5% GP • PREIT – 99.5% LP | 2 – SPE |
PR Valley View Downs Limited Partnership | PA Limited Partnership | • PR Valley View Downs LLC – 0.01% GP • PREIT – 99.99% LP | 1 |
PR Valley View Limited Partnership | PA Limited Partnership | • PR Valley View LLC 0.5% GP • PREIT 99.5% LP | 2 – SPE |
PR Viewmont Limited Partnership | PA Limited Partnership | • PR Viewmont LLC – 0.01% GP • PREIT – 99.99% LP | 2 – SPE |
PR Woodland L.P. | DE Limited Partnership | • PR Woodland General, LLC – 0.1% GP | 2 – SPE |
PR Wyoming Valley Limited Partnership | PA Limited Partnership | • PR Wyoming Valley LLC 0.5% GP • PREIT 99.5% LP | 2 – SPE |
PREIT Capital Advisors, LP | PA Limited Partnership | • PR Advisors GP, LLC – 0.01% GP • PREIT-RUBIN, Inc. – 99.99% LP | 1 |
WG Holdings, L.P. | PA Limited Partnership | • PRWGP General LLC – 0.02% GP | 2 – See WG Park L.P. |
WG Park General L.P. | PA Limited Partnership | • WG Holdings of Pennsylvania L.L.C. – 0.1% GP • WG Holdings L.P. – 99.9% LP | 2 – See WG Park L.P. |
WG Park Limited L.P. | PA Limited Partnership | • WG Holdings of Pennsylvania L.L.C. -0.1% GP • WG Holdings L.P. -99.9% LP | 2 – See WG Park L.P. |
WG Park L.P. | PA Limited Partnership | • WG Park General L.P. – 20% GP • WG Park Limited L.P. – 80% LP | 2 - SPE |
Limited Liability Companies | |||
801-Tenant Office Manager, LLC | PA Limited Liability Company | 801-Gallery Associates, L.P. – 100% sole member | 2 – only interest is in a Consolidation Exempt Entity |
801-Tenant C-3 Manager, LLC | PA Limited Liability Company | 801-Gallery Associates, L.P. – 100% sole member | 2 – only interest is in a Consolidation Exempt Entity |
Beverage Two, LLC | NJ Limited Liability Company | PREIT-RUBIN, Inc. – 100% | 2 |
Cherry Hill Center, LLC | PA Limited Liability Company | New Castle Associates – 100% Sole Member | 2 – SPE |
Cumberland Mall Retail Condominium Association, LLC | NJ Limited Liability Company | • PREIT and other unit owners | 1 |
Echelon Beverage LLC | NJ Limited Liability Company | PREIT-RUBIN, Inc. 100% | 1 |
Moorestown Beverage I, LLC | NJ Limited Liability Company | PREIT-RUBIN, Inc. 100% | 1 |
Moorestown Beverage II, LLC | NJ Limited Liability Company | PREIT-RUBIN, Inc. 100% | 1 |
Plymouth License III, LLC | PA Limited Liability Company | PREIT-RUBIN, Inc. – 100% Sole Member | 1 |
Plymouth License IV, LLC | PA Limited Liability Company | PREIT-RUBIN, Inc. – 100% Sole Member | 1 |
PR Acquisition Sub LLC | DE Limited Liability Company | PREIT – 100% Sole Member | 1 |
PR Advisors GP, LLC | DE Limited Liability Company | PREIT-RUBIN, Inc. – 100% Sole Member | 1 |
PR BOS GP, LLC | DE Limited Liability Company | • PREIT – 100% Sole Member | 2- See Lehigh BOS Acquisition L.P. |
PR Capital City LLC | DE Limited Liability Company | • PR CC II LLC 99.99% Member • PREIT .01% Member | 2 – See PR Capital City Limited Partnership |
PR CC I LLC | DE Limited Liability Company | • PR CC II LLC 99.99% Member • PREIT .01% Member | 2 – See PR CC Limited Partnership |
PR CC II LLC | DE Limited Liability Company | PREIT 100% Sole Member | 2 – See PR CC Limited Partnership |
PR Cherry Hill STW, LLC | DE Limited Liability Company | • PREIT – 100% Sole Member | 2 – SPE |
PR Christiana LLC | DE Limited Liability Company | PREIT 100% Sole Member | 2 – SPE |
PR Cumberland GP, LLC | DE Limited Liability Company | PREIT – 100% Sole Member | 2 – See Cumberland Mall Associates |
PR Cumberland LP, LLC | DE Limited Liability Company | PREIT – 100% Sole Member | 2 – See Cumberland Mall Associates |
Limited Liability Companies | |||
PR Francis Scott Key LLC | DE Limited Liability Company | PR Financing Limited Partnership – 100% Sole Member | 2 - SPE |
PR Gloucester LLC | DE Limited Liability Company | PREIT – 100% Sole Member | 1 |
PR Hagerstown LLC | DE Limited Liability Company | PR Valley Mall Limited Partnership 100% Sole Member | 2 – SPE |
PR Holding Sub LLC | PA Limited Liability Company | PREIT – 100% Sole Member | 1 |
PR Hyattsville LLC | DE Limited Liability Company | PR Prince Georges Plaza LLC – 100% Sole Member | 2 – SPE |
PR Lehigh Valley LLC | PA Limited Liability Company | PREIT 100% Sole Member | 2 – See Lehigh Valley Associates |
PR Logan Valley LLC | DE Limited Liability Company | PR LV LLC 99.99% Member PREIT - .01% | 2 – See PR Logan Valley Limited Partnership |
PR LV LLC | DE Limited Liability Company | PREIT 100% Sole Member | 2 – See PR Logan Valley Limited Partnership |
PR Lycoming LLC | DE | PREIT – 100% Sole Member | 2 – See Lycoming Limited Partnership |
PR Magnolia LLC | DE Limited Liability Company | PREIT 100% Sole Member | 2 – SPE |
PR Metroplex West LLC | PA Limited Liability Company | PREIT – 100% Sole Member | 2 – See Metroplex General, Inc. |
PR New Castle LLC | PA Limited Liability Company | PREIT 100% Sole Member | 2 – See PR New Castle Associates |
PR North Dartmouth LLC | DE Limited Liability Company | PREIT – 100% Sole Member | 2 – SPE |
PR Northeast LLC | PA Limited Liability Company | PREIT – 100% Sole Member | 1 |
PR Outdoor, LLC | DE Limited Liability Company | • PREIT-RUBIN, Inc. – 100% Sole Member | 1 |
PR Oxford Valley General, LLC | DE | • PREIT – 100% Sole Member | 2 – See Oxford Valley Road Associates |
PR Patrick Henry LLC | DE Limited Liability Company | • PREIT – Sole Member | 2 – SPE |
PR PG Plaza LLC | DE Limited Liability Company | PREIT – 100% Sole Member | 2 – See PR Prince Georges Plaza LLC |
PR Prince Georges Plaza LLC | DE Limited Liability Company | PR PGPlaza LLC – 1% Managing Member PREIT – 99% Member | 2 – See PR Hyattsville LLC |
PR Red Rose LLC | PA Limited Liability Company | PREIT – 100% Sole Member | 2 – See Red Rose Commons Associates, L.P. |
PR Springfield/Delco LLC | DE Limited Liability Company | Balsam Holding Inc. (Exchange Accommodation Titleholder) – 100% Sole Member | 2 – See PR Springfield/Delco, L.P. |
Limited Liability Companies | |||
PR Springfield/Delco Holdings LLC | DE Limited Liability Company | Balsam Holding Inc. (Exchange Accommodation Titleholder) – 100% Sole Member | 2 – See PR Springfield/Delco Holdings, L.P. |
PR Valley LLC | DE Limited Liability Company | • PREIT 100% Sole Member | 2 – See PR Valley Limited Partnership |
PR Valley View Downs LLC | PA Limited Liability Company | • PREIT – 100% Sole Member | 1 |
PR Valley View LLC | DE Limited Liability Company | • PR VV LLC 99.99% Member • PREIT .01% Member | 2 – See PR Valley View Limited Partnership |
PR Viewmont LLC | DE Limited Liability Company | PREIT – 100% Sole Member | 2 – See PR Viewmont Limited Partnership |
PR VV LLC | DE Limited Liability Company | PREIT 100% Sole Member | 2 – See PR Valley View Limited Partnership |
PR Walnut Street Abstract LLC | DE Limited Liability Company | PREIT-RUBIN, Inc. – Sole Member | 2 – See Walnut Street Abstract L.P. |
WG Holdings of Pennsylvania L.L.C. | PA Limited Liability Company | WG Holdings L.P. 100% Sole Member | 2 – See WG Park, L.P. |
PRWGP General LLC | DE Limited Liability Company | PREIT 100% Sole Member | 2 – See WG Park, L.P. |
PR Woodland General LLC | DE Limited Liability Company | PREIT 100% Sole Member | 2 – See PR Woodland L. P. |
PR Woodland Outparcel LLC | DE Limited Liability Company | • PREIT – Sole Member | 2 – SPE |
PR WV LLC | DE Limited Liability Company | PREIT 100% Sole Member | 2 – See PR Wyoming Valley Limited Partnership |
PR Wyoming Valley LLC | DE Limited Liability Company | PR WV LLC 99.99% Member PREIT - .01% | 2 – See PR Wyoming Valley Limited Partnership |
PREIT Advisors, LLC | PA Limited Liability Company | PREIT –RUBIN, Inc. – 100% Sole Member | PREIT Advisors, LLC |
PREIT CDE LLC (f/k/a Exton License II, LLC) | PA Limited Liability Company | PREIT-RUBIN, Inc. – 1 % Member PREIT – 99% Member | 1 |
PREIT Services LLC | DE Limited Liability Company | PREIT – 100% Sole Member | 1 |
Corporations | |||
1150 Plymouth Associates, Inc. | MD | PREIT-RUBIN, Inc. – 100% | 1 |
Capital City Beverage Enterprise, Inc. (f/k/a R8267 Plymouth Enterprises, Inc.) | MD | PREIT-RUBIN, Inc. – 100% | 1 |
Exton License, Inc. | MD | PREIT-RUBIN, Inc. – 100% | 1 |
PR GC Inc. | MD | PREIT Services, LLC – 100% | 1 |
PR Services Corporation | PA | PREIT-RUBIN, Inc. – 100% | 1 |
PREIT TRS, Inc. | DE | Pennsylvania Real Estate Investment Trust | 1 |
Springhills NE Quadrant Drainage Association No. One, Inc. | FL | PREIT and other owners. | 1 |
Springhill Owners Association, Inc. | FL | PREIT and other owners. | 1 |
Trusts | |||
PR Lycoming Service Associates | PA | PREIT-RUBIN, Inc. – Sole Beneficiary | |
PR Springfield Trust | PA Business Trust | PREIT – Sole Beneficiary | 2 – See PR Springfield Associates, L.P. |
PREIT Protective Trust 1 | PA | PREIT-RUBIN, Inc. – Sole Beneficiary |
2. | Assignee[s]: ______________________________ |
3. | Borrower(s): PREIT Associates, L.P., PREIT-Rubin, Inc. and Pennsylvania Real Estate Investment Trust |
4. | Administrative Agent: Wells Fargo Bank, National Association, as the administrative agent under the Credit Agreement |
5. | Credit Agreement: The $100,000,000 Seven-Year Term Loan Agreement dated as of January __, 2014 by and among the Borrowers, the Lenders parties thereto, Wells Fargo Bank, National Association, as Administrative Agent, and the other parties thereto |
6. | Assigned Interest[s]: |
Assignor[s] | Assignee[s] | Facility Assigned | Aggregate Amount of Commitment/Loans for all Lenders | Amount of Commitment/Loans Assigned8 | Percentage Assigned of Commitment/ Loans | CUSIP Number |
$ | $ | % | ||||
$ | $ | % | ||||
$ | $ | % |
1. | The requested date of such Continuation is ____________, 20__. |
2. | The LIBOR Loan to be continued pursuant hereto is a Loan in the aggregate principal amount of $________________. |
3. | The portion of the principal amount of such LIBOR Loan subject to the requested Continuation is $__________________________. |
3. | The current Interest Period of such LIBOR Loan subject to such Continuation ends on ________________, 20___. |
4. | The duration of the Interest Period for such LIBOR Loan or portion thereof subject to such Continuation is: |
1. | The requested date of such Conversion is ______________, 20__. |
2. | The Type of Loan to be Converted pursuant hereto is currently: |
¨ | Base Rate Loan |
¨ | LIBOR Loan |
3. | The aggregate principal amount of the Loans subject to the requested Conversion is $_____________________ and the portion of such principal amount subject to such Conversion is $___________________. |
4. | The amount of such Loan to be so Converted is to be converted into Loan of the following Type: |
¨ | Base Rate Loan |
¨ | LIBOR Loan, with an initial Interest Period for a duration of: |
1. | Pursuant to Section 2.1.(b) of the Credit Agreement, the Borrower hereby requests that the Lenders make Loans to the Borrower in an aggregate amount equal to $___________________. |
2. | The Borrower requests that the Loans be made available to the Borrower on ____________, 20__. |
3. | The Borrower hereby requests that the requested Loans be of the following Type: |
Borrower: PREIT Associates, L.P., PREIT-Rubin, Inc. and Pennsylvania Real Estate Investment Trust |
Administrative Agent: Wells Fargo Bank, National Association |
Loan: Loan number [INSERT LOAN NUMBER] made pursuant to that certain Seven-Year Term Loan Agreement dated as of January __, 2014 (as amended from time to time, the “Credit Agreement”) by and among the Borrower, the Lenders party thereto and the Administrative Agent |
Effective Date: INSERT DATE |
Check applicable box: New – This is the first Disbursement Instruction Agreement submitted in connection with the Loan. Replace Previous Agreement – This is a replacement Disbursement Instruction Agreement. All prior instructions submitted in connection with this Loan are cancelled as of the Effective Date set forth above. |
(1) | to designate an individual or individuals with authority to request disbursements of Loan proceeds, whether at the time of Loan closing/origination or thereafter; |
(2) | to designate an individual or individuals with authority to request disbursements of funds from Restricted Accounts (as defined in the Terms and Conditions attached to this Agreement), if applicable; and |
(3) | to provide Administrative Agent with specific instructions for wiring or transferring funds on Borrower’s behalf. |
Disbursement of Loan Proceeds at Origination/Closing | ||
Closing Disbursement Authorizers: Administrative Agent is authorized to accept one or more Disbursement Requests from any of the individuals named below (each, a “Closing Disbursement Authorizer”) to disburse Loan proceeds on or about the date of the Loan origination/closing and to initiate Disbursements in connection therewith (each, a “Closing Disbursement”): | ||
Individual’s Name | Title | |
1. | ||
2. | ||
3. | ||
Describe Restrictions, if any, on the authority of the Closing Disbursement Authorizers (dollar amount limits, wire/deposit destinations, etc.): DESCRIBE APPLICABLE RESTRICTIONS OR INDICATE “N/A” If there are no restrictions described here, any Closing Disbursement Authorizer may submit a Disbursement Request for all available Loan proceeds. |
Permitted Wire Transfers: Disbursement Requests for the Closing Disbursement(s) to be made by wire transfer must specify the amount and applicable Receiving Party. Each Receiving Party included in any such Disbursement Request must be listed below. Administrative Agent is authorized to use the wire instructions that have been provided directly to Administrative Agent by the Receiving Party or Borrower and attached as the Closing Exhibit. All wire instructions must be in the format specified on the Closing Exhibit. | |
Names of Receiving Parties for the Closing Disbursement(s) (may include as many parties as needed; wire instructions for each Receiving Party must be attached as the Closing Exhibit) | |
1. | |
2. | |
3. |
Direct Deposit: Disbursement Requests for the Closing Disbursement(s) to be deposited into an account at Wells Fargo Bank, N.A. must specify the amount and applicable account. Each account included in any such Disbursement Request must be listed below. |
Name on Deposit Account: |
Wells Fargo Bank, N.A. Deposit Account Number: |
Further Credit Information/Instructions: |
Disbursements of Loan Proceeds Subsequent to Loan Closing/Origination | ||
Subsequent Disbursement Authorizers: Administrative Agent is authorized to accept one or more Disbursement Requests from any of the individuals named below (each, a “Subsequent Disbursement Authorizer”) to disburse Loan proceeds after the date of the Loan origination/closing and to initiate Disbursements in connection therewith (each, a “Subsequent Disbursement”): | ||
Individual’s Name | Title | |
1. | ||
2. | ||
3. | ||
Describe Restrictions, if any, on the authority of the Subsequent Disbursement Authorizers (dollar amount limits, wire/deposit destinations, etc.): DESCRIBE APPLICABLE RESTRICTIONS OR INDICATE “N/A” If there are no restrictions described here, any Subsequent Disbursement Authorizer may submit a Disbursement Request for all available Loan proceeds. |
Permitted Wire Transfers: Disbursement Requests for Subsequent Disbursements to be made by wire transfer must specify the amount and applicable Receiving Party. Each Receiving Party included in any such Disbursement Request must be listed below. Administrative Agent is authorized to use the wire instructions that have been provided directly to Administrative Agent by the Receiving Party or Borrower and attached as the Subsequent Disbursement Exhibit. All wire instructions must be in the format specified on the Subsequent Disbursement Exhibit. | |
Names of Receiving Parties for Subsequent Disbursements (may include as many parties as needed; wire instructions for each Receiving Party must be attached as the Subsequent Disbursement Exhibit) | |
1. | |
2. | |
3. |
Direct Deposit: Disbursement Requests for Subsequent Disbursements to be deposited into an account at Wells Fargo Bank, N.A. must specify the amount and applicable account. Each account included in any such Disbursement Request must be listed below. |
Name on Deposit Account: |
Wells Fargo Bank, N.A. Deposit Account Number: |
Further Credit Information/Instructions: |
Transfer/Deposit Funds to (Receiving Party Account Name) |
Receiving Party Deposit Account Number |
Receiving Bank Name, City and State |
Receiving Bank Routing (ABA) Number |
Further identifying information, if applicable (title escrow number, borrower name, loan number, etc.) |
Transfer/Deposit Funds to (Receiving Party Account Name) |
Receiving Party Deposit Account Number |
Receiving Bank Name, City and State |
Receiving Bank Routing (ABA) Number |
Further identifying information, if applicable (title escrow number, borrower name, loan number, etc.) |
Entity (listed alphabetically) | State of Formation | |
1. 801 Developers, LP | Pennsylvania | |
2. 801 Developers GP, LLC | Pennsylvania | |
3. 801-Gallery Associates, L.P. | Pennsylvania | |
4. 801-Gallery GP, LLC | Pennsylvania | |
5. 801-Gallery C-3 GP, LLC | Pennsylvania | |
6. 801-Gallery C-3 Associates, L.P. | Pennsylvania | |
7. 801-Gallery Office Associates, L.P. | Pennsylvania | |
8. 801-Gallery Office GP, LLC | Pennsylvania | |
9. Bala Cynwyd Associates | Pennsylvania | |
10. Echelon Residential Unit Owner LLC | Delaware | |
11. Echelon Title LLC | Delaware | |
12. Keystone Philadelphia Properties, L.P. | Pennsylvania | |
13. Keystone Philadelphia Properties, LLC | Delaware | |
14. Moorestown Mall LLC | Delaware | |
15. Plymouth Ground Associates LLC | Pennsylvania | |
16. Plymouth Ground Associates LP | Pennsylvania | |
17. PR 907 Market LP | Delaware | |
18. PR 907 Market GP LLC | Delaware | |
19. PR 907 Market Mezz LP | Delaware | |
20. PR 907 Market Mezz GP LLC | Delaware | |
21. PR AEKI Plymouth, L.P. | Delaware | |
22. PR AEKI Plymouth LLC | Delaware | |
23. PR Beaver Valley Limited Partnership | Pennsylvania | |
24. PR Beaver Valley LLC | Delaware | |
25. PR BOS GP, LLC | Delaware | |
26. PR BOS LP | Pennsylvania | |
27. PR BVM, LLC | Pennsylvania | |
28. PR Cherry Hill Office GP, LLC | Delaware | |
29. PR Crossroads I, LLC | Pennsylvania | |
30. PR Crossroads II, LLC | Pennsylvania | |
31. PR Cumberland Outparcel LLC | New Jersey | |
32. PR Echelon Limited Partnership | Pennsylvania | |
33. PR Echelon LLC | Pennsylvania | |
34. PR Exton Limited Partnership | Pennsylvania | |
35. PR Exton LLC | Pennsylvania |
Entity (listed alphabetically) | State of Formation | |
36. PR Exton Outparcel GP, LLC | Delaware | |
37. PR Exton Outparcel Holdings, LP | Pennsylvania | |
38. PR Exton Outparcel Limited Partnership | Pennsylvania | |
39. PR Exton Square Property L.P. | Delaware | |
40. PR Fin Delaware, LLC | Delaware | |
41. PR Financing I LLC | Delaware | |
42. PR Financing II LLC | Delaware | |
43. PR Financing Limited Partnership | Delaware | |
44. PR Gainesville Limited Partnership | Delaware | |
45. PR Gainesville LLC | Delaware | |
46. PR Gallery I Limited Partnership | Pennsylvania | |
47. PR Gallery I LLC | Pennsylvania | |
48. PR Gallery II Limited Partnership | Pennsylvania | |
49. PR Gallery II LLC | Delaware | |
50. PR GV LLC | Delaware | |
51. PR GV LP | Delaware | |
52. PR Jacksonville Limited Partnership | Pennsylvania | |
53. PR Jacksonville LLC | Delaware | |
54. PR JK LLC | Delaware | |
55. PR Monroe Old Trail Limited Partnership | Pennsylvania | |
56. PR Monroe Old Trail Holdings, L.P. | Pennsylvania | |
57. PR Monroe Old Trail, LLC | Delaware | |
58. PR Monroe Old Trail Holdings, LLC | Delaware | |
59. PR Monroe Unit One Limited Partnership | Pennsylvania | |
60. PR Monroe Unit One Holdings, L.P. | Pennsylvania | |
61. PR Monroe Unit One GP, LLC | Delaware | |
62. PR Monroe Unit 10C Limited Partnership | Delaware | |
63. PR Monroe Unit 10C Holdings, L.P. | Pennsylvania | |
64. PR Monroe Unit 10C GP, LLC | Delaware | |
65. PR Moorestown Limited Partnership | Pennsylvania | |
66. PR Moorestown LLC | Pennsylvania | |
67. PR New Garden LLC | Pennsylvania | |
68. PR New Garden Limited Partnership | Pennsylvania | |
69. PR New Garden Residential Limited Partnership | Pennsylvania | |
70. PR New Garden Residential LLC | Delaware | |
71. PR New Garden/Chesco Holdings, L.P. | Pennsylvania | |
72. PR New Garden/Chesco Holdings, LLC | Delaware | |
73. PR New Garden/Chesco Limited Partnership | Pennsylvania | |
74. PR New Garden/Chesco, LLC | Delaware | |
75. PR Palmer Park, L.P. | Pennsylvania |
Entity (listed alphabetically) | State of Formation | |
76. PR Palmer Park Mall Limited Partnership | Pennsylvania | |
77. PR Palmer Park Trust | Pennsylvania | |
78. PR Pitney Lot 3 Limited Partnership | Pennsylvania | |
79. PR Pitney Lot 3 Holdings, L.P. | Pennsylvania | |
80. PR Pitney Lot 3 GP, LLC | Delaware | |
81. PR Plymouth Meeting Associates PC LP | Delaware | |
82. PR Plymouth Meeting Limited Partnership | Pennsylvania | |
83. PR Plymouth Meeting LLC | Pennsylvania | |
84. PR PM PC Associates LLC | Delaware | |
85. PR PM PC Associates LP | Delaware | |
86. PR Radio Drive LLC | South Carolina | |
87. PR Sunrise Outparcel 1, LLC | New Jersey | |
88. PR Sunrise Outparcel 2, LLC | New Jersey | |
89. PR Swedes Square LLC | Delaware | |
90. PR TP LLC | Delaware | |
91. PR TP LP | Delaware | |
92. PR Washington Crown Limited Partnership | Pennsylvania | |
93. PR Washington Crown LLC | Delaware | |
94. PR WC LLC | Delaware | |
95. PR Westgate Limited Partnership | Pennsylvania | |
96. PR Westgate LLC | Pennsylvania | |
97. PR Wiregrass Anchor LLC | Delaware | |
98. PR Wiregrass Commons LLC | Delaware | |
99. PREIT Gadsden Mall LLC | Delaware | |
100. PREIT-RUBIN, Inc.[1] | Pennsylvania | |
101. PREIT-Rubin OP, Inc. | Pennsylvania | |
102. WG Park – Anchor B, LLC | Delaware | |
103. WG Park – Anchor B LP | Delaware | |
104. XGP LLC | Delaware |
PR GALLERY I LIMITED PARTNERSHIP By: PR Gallery I LLC, sole general partner By: PREIT Associates, L.P., sole member | PR FINANCING LIMITED PARTNERSHIP, By: PR Financing I LLC, general partner By: PREIT Associates, L.P., member By: PR Financing II, LLC, member By: PREIT Associates, L.P. |
PR GALLERY I LLC By: PREIT Associates, L.P., sole member | PR FIN DELAWARE, LLC By: PREIT Associates, L.P., sole member |
PR PLYMOUTH MEETING LIMITED PARTNERSHIP By: PR Plymouth Meeting LLC, sole general Partner By: PREIT Associates, L.P., sole member | PLYMOUTH GROUND ASSOCIATES LP By: Plymouth Ground Associates LLC, sole general partner By: PREIT Associates, L.P., sole member |
PR PLYMOUTH MEETING LLC By: PREIT Associates, L.P., sole member | PLYMOUTH GROUND ASSOCIATES LLC By: PREIT Associates, L.P., sole member |
PR PLYMOUTH MEETING ASSOCIATES PC LP By: PR PM PC Associates LLC, sole general partner By: PREIT Services, LLC, non-member manager By: PREIT Associates, L.P., sole member | PR CUMBERLAND OUTPARCEL LLC By: PREIT Associates, L.P., sole member |
PR EXTON LIMITED PARTNERSHIP By: PR Exton LLC, sole general partner By: PREIT Associates, L.P., sole member | PREIT GADSDEN MALL LLC By: PREIT Associates, L.P., sole member |
PR EXTON LLC By: PREIT Associates, L.P., sole member | PR NEW GARDEN/CHESCO LIMITED PARTNERSHIP By: PR New Garden/Chesco, LLC, sole general partner By: PREIT Services, LLC, non-member manager By: PREIT Associates, L.P., sole member |
PR ECHELON LIMITED PARTNERSHIP By: PR Echelon LLC, sole general partner By: PREIT Associates, L.P., sole member | PR NEW GARDEN/CHESCO HOLDINGS, L.P. By: PR New Garden/Chesco Holdings, LLC, sole general partner By: PREIT Associates, L.P., sole member |
PR ECHELON LLC By: PREIT Associates, L.P., sole member | PR NEW GARDEN/CHESCO, LLC By: PREIT Services, LLC, non-member manager By: PREIT Associates, L.P., sole member |
PR FINANCING I LLC By: PREIT Associates, L.P., member and PR Financing II LLC, member By: PREIT Associates, L.P., sole member | PR NEW GARDEN/CHESCO HOLDINGS, LLC By: PREIT Associates, L.P., sole member |
PR FINANCING II LLC By: PREIT Associates, L.P., sole member |
PR BVM, LLC By: PREIT Associates, L.P., sole member | PR JACKSONVILLE LIMITED PARTNERSHIP By: :PR Jacksonville LLC, its general partner By: PREIT Associates, its member By: PR JK LLC, its member By: PREIT Associates, its sole member |
PR AEKI PLYMOUTH, L.P. By: PR AEKI Plymouth LLC, sole general partner By: PREIT Associates, L.P., sole member | PR JACKSONVILLE LLC By: PREIT Associates, its member By: PR JK LLC, its member By: PREIT Associates, its sole member |
PR AEKI PLYMOUTH LLC By: PREIT Associates, L.P., sole member | PR JK LLC By: PREIT Associates, its sole member |
PR NEW GARDEN LIMITED PARTNERSHIP By: PR New Garden LLC, sole general partner By: PREIT Associates, L.P., sole member | PR WESTGATE LLC By: PREIT Associates, L.P., sole member |
PR NEW GARDEN LLC By: PREIT Associates, L.P., sole member | PR WIREGRASS COMMONS LLC By: PREIT Associates, L.P., sole member |
PR WESTGATE LIMITED PARTNERSHIP By: PR Westgate LLC, sole general Partner By: PREIT Associates, L.P., sole member | PR CROSSROADS I, LLC By: PREIT Associates, L.P., sole member |
PR CROSSROADS II, LLC By: PREIT Associates, L.P., sole member |
ECHELON TITLE LLC By: PR Echelon Limited Partnership, sole member By: PR Echelon LLC, general partner By: PREIT Associates, L.P., sole member | KEYSTONE PHILADELPHIA PROPERTIES, L.P. By: Keystone Philadelphia Properties, LLC, general partner By: PR Gallery II, LLC, sole member By: PREIT Associates, L.P., sole member |
PR SWEDES SQUARE LLC By: PREIT Associates, L.P., sole member | KEYSTONE PHILADELPHIA PROPERTIES, LLC By: PR Gallery II, LLC, sole member By: PREIT Associates, L.P., sole member |
XGP LLC By: PR Exton Limited Partnership, sole member By: PR Exton LLC, general partner By: PREIT Associates, L.P., sole member | PR GALLERY II LIMITED PARTNERSHIP By: PR Gallery II LLC, general partner By: PREIT Associates, L.P., sole member |
PR EXTON SQUARE PROPERTY L.P. By: XGP LLC, general partner By: PR Exton Limited Partnership, sole member By: PR Exton LLC, general partner By: PREIT Associates, L.P., sole member | PR GALLERY II LLC By: PREIT Associates, L.P., sole member |
PR PM PC ASSOCIATES LP By: PR PM PC Associates LLC, sole general partner By: PREIT Services, LLC, non-member manager By: PREIT Associates, L.P., sole member | PR TP LLC By: PREIT Associates, L.P., sole member |
PR TP LP By: PR TP LLC, general partner By: PREIT Associates, L.P., sole Member | |
PR PM PC ASSOCIATES LLC By: PREIT Services, LLC, non-member manager By: PREIT Associates, L.P., sole member |
ECHELON RESIDENTIAL UNIT OWNER LLC, a Delaware limited liability company By: Echelon Title LLC, sole member By: PREIT Associates, L.P., sole member | WG PARK – ANCHOR B, LLC, a Delaware limited liability company By: PREIT Associates, L.P., sole member |
WG PARK – ANCHOR B LP, a Delaware limited partnership By: WG Park – Anchor B, LLC, sole general partner By: PREIT Associates, L.P., sole member | 801 DEVELOPERS, LP, a Pennsylvania limited partnership By: 801 Developers GP, LLC, general partner By: PREIT Associates, L.P., sole member |
PR WIREGRASS ANCHOR LLC, a Delaware limited liability company By: PREIT Associates, L.P., sole member | 801 DEVELOPERS GP, LLC, a Pennsylvania limited liability company By: PREIT Associates, L.P., sole member |
PR GAINESVILLE LIMITED PARTNERSHIP, a Delaware limited partnership By: PR Gainesville LLC, a Delaware limited liability company, sole general partner By: PREIT Associates, L.P., sole member | PR GV LP, a Delaware limited partnership By: PR GV LLC, sole general partner By: PREIT Associates, L.P., sole member |
PR GAINESVILLE LLC, a Delaware limited liability company By: PREIT Associates, L.P., sole member | PR GV LLC, a Delaware limited liability company By: PREIT Associates, L.P., sole member |
BALA CYNWYD ASSOCIATES, L.P., a Pennsylvania limited partnership By PR Cherry Hill Office GP, LLC, general partner By: PREIT Associates, L.P., sole member | PR CHERRY HILL OFFICE GP, LLC, a Delaware limited liability company By: PREIT Associates, L.P., sole member |
MOORESTOWN MALL LLC, a Delaware limited liability Company By: PR Moorestown Limited Partnership, sole member By PR Moorestown LLC, general partner By: PREIT Associates, L.P., sole member | PR MOORESTOWN LIMITED PARTNERSHIP, a Pennsylvania limited partnership By PR Moorestown LLC, general partner By: PREIT Associates, L.P., sole member |
PR MOORESTOWN LLC, a Pennsylvania limited liability company By: PREIT Associates, L.P., sole member | |
PR MONROE UNIT ONE LIMITED PARTNERSHIP, a Pennsylvania limited partnership By: PR Monroe Unit One GP, LLC, its general partner | PR MONROE UNIT ONE HOLDINGS, L.P., a Pennsylvania limited partnership By: PR Monroe Unit One GP, LLC, its general partner |
PR MONROE UNIT ONE GP, LLC, a Delaware limited liability company | PR MONROE UNIT 10C LIMITED PARTNERSHIP, a Pennsylvania limited partnership By: PR Monroe Unit 10C GP, LLC, its general partner |
PR MONROE UNIT 10C HOLDINGS, L.P., a Pennsylvania limited partnership By: PR Monroe Unit 10C GP, LLC, its general partner | PR RADIO DRIVE LLC, a South Carolina limited liability company |
PR MONROE UNIT 10C GP, LLC, a Delaware limited liability company | |
PR PITNEY LOT 3 LIMITED PARTNERSHIP, a Pennsylvania limited partnership By: PR Pitney Lot 3 GP, LLC, its general partner | PR PITNEY LOT 3 GP, LLC, a Delaware limited liability company |
PR PITNEY LOT 3 HOLDINGS, L.P., a Pennsylvania limited partnership By: PR Pitney Lot 3 GP, LLC, its general partner | PR SUNRISE OUTPARCEL 2, LLC, a New Jersey limited liability company |
PR SUNRISE OUTPARCEL 1, LLC, a New Jersey limited liability company |
PR BEAVER VALLEY LIMITED PARTNERSHIP, a Pennsylvania limited partnership By: PR Beaver Valley, LLC, general partner By: PREIT Associates, L.P., sole member | PR BEAVER VALLEY LLC, a Delaware limited liability company By: PREIT Associates, L.P., sole member |
PR EXTON OUTPARCEL LIMITED PARTNERSHIP, a Pennsylvania limited partnership By: PR Exton Outparcel GP, LLC, general partner By: PREIT Associates, L.P., sole member | PR EXTON OUTPARCEL HOLDINGS, LP, a Pennsylvania limited partnership By: PR Exton Outparcel GP, LLC, general partner By: PREIT Associates, L.P., sole member |
PR EXTON OUTPARCEL GP, LLC, a Delaware limited liability company By: PREIT Associates, L.P., sole member |
PR NEW GARDEN RESIDENTIAL LIMITED PARTNERSHIP, a Pennsylvania limited partnership By: PR New Garden Residential LLC, sole general partner | PR MONROE OLD TRAIL, LLC, a Delaware limited liability company |
PR MONROE OLD TRAIL HOLDINGS, L.P., a Pennsylvania limited partnership By: PR Monroe Old Trail Holdings, LLC, its sole general partner | |
PR MONROE OLD TRAIL LIMITED PARTNERSHIP, a Pennsylvania limited partnership By: PR Monroe Old Trail, LLC, its sole general partner | |
PR NEW GARDEN RESIDENTIAL LLC, a Delaware limited liability company | PR MONROE OLD TRAIL HOLDINGS, LLC, a Delaware limited liability company |
801–GALLERY OFFICE GP, LLC, a Pennsylvania limited liability company By: 801–Gallery Associates, L.P., its sole member By: 801–Gallery GP, LLC, its general partner 801–GALLERY OFFICE ASSOCIATES, L.P., a Pennsylvania limited partnership By: 801–Gallery Office GP, LLC, its general partner By: 801–Gallery Associates, L.P., its sole member By: 801–Gallery GP, LLC, its general partner 801–GALLERY C-3 ASSOCIATES, L.P., a Pennsylvania limited partnership By: 801–Gallery C-3 GP, LLC, its general partner By: 801–Gallery Associates, L.P., its sole member By: 801–Gallery GP, LLC, its general partner | 801–GALLERY C-3 GP, LLC, a Pennsylvania limited liability company By: 801–Gallery Associates, L.P., its sole Member By: 801–Gallery GP, LLC, its general partner |
PR 907 MARKET LP, a Delaware limited partnership By: PR 907 Market GP LLC, general partner By: PR 907 Market Mezz LP, sole member By: PR 907 Market Mezz GP LLC, general partner By: PREIT Associates, L.P., sole member | PR 907 MARKET GP LLC, a Delaware limited liability company By: PR 907 Market Mezz LP, sole member By: PR 907 Market Mezz GP LLC, general partner By: PREIT Associates, L.P., sole member |
PR 907 MARKET MEZZ LP, a Delaware limited partnership By: PR 907 Market Mezz GP LLC, general partner By: PREIT Associates, L.P., sole member | PR 907 MARKET MEZZ GP LLC, a Delaware limited liability company By: PREIT Associates, L.P., sole member |
Limited Partnerships | Jurisdiction of Organization |
801 Developers, LP | Pennsylvania |
801-Gallery Associates, L.P. | Pennsylvania |
Bala Cynwyd Associates, LP | Pennsylvania |
Cumberland Mall Associates | New Jersey |
Keystone Philadelphia Properties, LP | Pennsylvania |
Plymouth Ground Associates, LP | Pennsylvania |
PR 907 MARKET LP | Delaware |
PR 907 MARKET MEZZ LP | Delaware |
PR AEKI Plymouth, LP | Delaware |
PR Beaver Valley Limited Partnership | Pennsylvania |
PR BOS LP | Pennsylvania |
PR Capital City Limited Partnership | Pennsylvania |
PR CC Limited Partnership | Pennsylvania |
PR Chestnut Associates, LP | Pennsylvania |
PR Echelon Limited Partnership | Pennsylvania |
PR Exton Limited Partnership | Pennsylvania |
PR Exton Outparcel Holdings, LP | Pennsylvania |
PR Exton Outparcel Limited Partnership | Pennsylvania |
PR Exton Square Property L.P. | Delaware |
PR Financing Limited Partnership | Delaware |
PR Gainesville Limited Partnership | Delaware |
PR Gallery I Limited Partnership | Pennsylvania |
PR Gallery II Limited Partnership | Pennsylvania |
PR GV LP | Delaware |
PR Holding Sub Limited Partnership | Pennsylvania |
PR Jacksonville Limited Partnership | Pennsylvania |
PR Logan Valley Limited Partnership | Pennsylvania |
PR Lycoming Limited Partnership | Pennsylvania |
PR Monroe Old Trail Holdings LP | Pennsylvania |
PR Monroe Old Trail LP | Pennsylvania |
PR Monroe Unit 10C Holdings, L.P. | Pennsylvania |
PR Monroe Unit 10C Limited Partnership | Pennsylvania |
PR Monroe Unit One Holdings, L.P. | Pennsylvania |
PR Monroe Unit One Limited Partnership | Pennsylvania |
PR Moorestown Limited Partnership | Pennsylvania |
PR New Castle Associates | Pennsylvania |
PR New Garden Limited Partnership | Pennsylvania |
PR New Garden Residential Limited Partnership | Pennsylvania |
PR New Garden/Chesco Holdings Limited Partnership | Pennsylvania |
PR New Garden/Chesco Limited Partnership | Pennsylvania |
Limited Partnerships | Jurisdiction of Organization |
PR Northeast Whitaker Avenue, LP | Pennsylvania |
PR Outdoor, L.P. | Pennsylvania |
PR Palmer Park Mall Limited Partnership | Pennsylvania |
PR Palmer Park, LP | Pennsylvania |
PR Pitney Lot 3 Holdings, L.P. | Pennsylvania |
PR Pitney Lot 3 Limited Partnership | Pennsylvania |
PR Plymouth Meeting Associates PC LP | Delaware |
PR Plymouth Meeting Limited Partnership | Pennsylvania |
PR PM PC Associates LP | Delaware |
PR Springfield Associates, LP | Pennsylvania |
PR Springfield/Delco Holdings, LP | Pennsylvania |
PR Springfield/Delco Limited Partnership | Pennsylvania |
PR TP LP | Delaware |
PR Valley Limited Partnership | Pennsylvania |
PR Valley View Downs Limited Partnership | Pennsylvania |
PR Valley View Limited Partnership | Pennsylvania |
PR Viewmont Limited Partnership PR Walnut Associates, LP | Pennsylvania Pennsylvania |
PR Washington Crown Limited Partnership | Pennsylvania |
PR Westgate Limited Partnership | Pennsylvania |
PR Woodland Limited Partnership | Delaware |
PR Wyoming Valley Limited Partnership | Pennsylvania |
PREIT Associates, LP | Delaware |
PREIT Capital Advisors, LP | Pennsylvania |
PRGL Paxton Limited Partnership | Pennsylvania |
WG Holdings, LP | Pennsylvania |
WG Park - Anchor B, LP | Delaware |
WG Park General, LP | Pennsylvania |
WG Park Limited, LP | Pennsylvania |
WG Park, LP | Pennsylvania |
General Partnership | Jurisdiction of Organization |
None. | |
Limited Liability Companies | Jurisdiction of Organization |
801 Developers GP, LLC | Pennsylvania |
801-Gallery C-3 GP, LLC | Pennsylvania |
801-Gallery GP, LLC | Pennsylvania |
801-Gallery Office GP, LLC | Pennsylvania |
801-Tenant C-3 Manager, LLC | Pennsylvania |
801-Tenant Office Manager, LLC | Pennsylvania |
Beverage Two, LLC | New Jersey |
Cherry Hill Center, LLC | Maryland |
Cherry Hill Center Manager, LLC | Delaware |
Cumberland Mall Retail Condominium Association, LLC | New Jersey |
Echelon Beverage LLC | New Jersey |
Echelon Residential Unit Owner LLC | Delaware |
Echelon Title LLC | Delaware |
Keystone Philadelphia Properties, LLC | Delaware |
Moorestown Beverage I, LLC | New Jersey |
Moorestown Beverage II, LLC | New Jersey |
Moorestown Mall LLC | Delaware |
Plymouth Ground Associates LLC | Pennsylvania |
Plymouth License III, LLC | Pennsylvania |
Plymouth License IV, LLC | Pennsylvania |
PR 907 Market GP LLC | Pennsylvania |
PR 907 Market Mezz GP LLC | Pennsylvania |
PR Acquisition Sub LLC | Delaware |
PR Advisors GP, LLC | Delaware |
PR AEKI Plymouth LLC | Delaware |
PR Beaver Valley LLC | Delaware |
PR BOS GP, LLC | Delaware |
PR BVM LLC | Pennsylvania |
PR Capital City LLC | Delaware |
PR CC I LLC | Delaware |
PR CC II LLC | Delaware |
PR Cherry Hill Office GP, LLC | Delaware |
PR Cherry Hill STW LLC | Delaware |
PR Chestnut Mezzco, LLC | Pennsylvania |
PR Chestnut Sub Mezzco, LLC | Pennsylvania |
PR Christiana LLC | Delaware |
PR Crossroads I, LLC | Pennsylvania |
PR Crossroads II, LLC | Pennsylvania |
PR Cumberland GP, LLC | Delaware |
PR Cumberland LP, LLC | Delaware |
PR Cumberland Outparcel LLC | New Jersey |
PR Echelon LLC | Pennsylvania |
PR Exton LLC | Pennsylvania |
Limited Liability Companies | Jurisdiction of Organization |
PR Exton Outparcel GP, LLC | Delaware |
PR Fin Delaware, LLC | Delaware |
PR Financing I LLC | Delaware |
PR Financing II LLC | Delaware |
PR Francis Scott Key LLC | Delaware |
PR Gainesville LLC | Delaware |
PR Gallery I LLC | Pennsylvania |
PR Gallery II LLC | Delaware |
PR Gloucester LLC | Delaware |
PR GV LLC | Delaware |
PR Hagerstown LLC | Delaware |
PR Holding Sub LLC | Pennsylvania |
PR Hyattsville LLC | Delaware |
PR Jacksonville LLC | Delaware |
PR JK LLC | Delaware |
PR Lehigh Valley LLC | Pennsylvania |
PR Logan Valley LLC | Delaware |
PR LV LLC | Delaware |
PR Lycoming LLC | Delaware |
PR Magnolia LLC | Delaware |
PR Metroplex West, LLC | Delaware |
PR Monroe Old Trail Holdings LLC | Delaware |
PR Monroe Old Trail LLC | Delaware |
PR Monroe Unit 10C GP, LLC | Delaware |
PR Monroe Unit One GP, LLC | Delaware |
PR Moorestown LLC | Pennsylvania |
PR New Castle LLC | Pennsylvania |
PR New Garden LLC | Pennsylvania |
PR New Garden Residential LLC | Delaware |
PR New Garden/Chesco Holdings LLC | Delaware |
PR New Garden/Chesco LLC | Delaware |
PR North Dartmouth LLC | Delaware |
PR Northeast LLC | Pennsylvania |
PR Northeast Whitaker Avenue LLC | Pennsylvania |
PR Orlando Fashion Square LLC | Delaware |
PR Outdoor, LLC | Delaware |
PR Oxford Valley General, LLC | Delaware |
PR Patrick Henry LLC | Delaware |
PR Paxton LLC | Pennsylvania |
PR PG Plaza LLC | Delaware |
PR Pitney Lot 3 GP, LLC | Delaware |
PR Plymouth Meeting LLC | Pennsylvania |
PR PM PC Associates LLC | Delaware |
PR Prince George’s Plaza LLC | Delaware |
Limited Liability Companies | Jurisdiction of Organization |
PR Radio Drive, LLC | South Carolina |
PR Red Rose LLC | Delaware |
PR Springfield/Delco Holdings, LLC | Delaware |
PR Springfield/Delco LLC | Delaware |
PR Sunrise Outparcel 1, LLC | New Jersey |
PR Sunrise Outparcel 2, LLC | New Jersey |
PR Swedes Square, LLC | Delaware |
PR TP LLC | Delaware |
PR Valley LLC | Delaware |
PR Valley View Downs LLC | Pennsylvania |
PR Valley View LLC | Delaware |
PR Viewmont LLC | Delaware |
PR VV LLC | Delaware |
PR Walnut Mezzco, LLC | Pennsylvania |
PR Walnut Street Abstract LLC | Delaware |
PR Walnut Sub Mezzco, LLC | Pennsylvania |
PR Washington Crown LLC | Delaware |
PR WC LLC | Delaware |
PR Westgate LLC | Pennsylvania |
PR Wiregrass Anchor LLC | Delaware |
PR Wiregrass Commons LLC | Delaware |
PR Woodland General LLC | Delaware |
PR Woodland Outparcel LLC | Delaware |
PR WV LLC | Delaware |
PR Wyoming Valley LLC | Delaware |
PREIT Advisors, LLC | Pennsylvania |
PREIT CDE LLC | Pennsylvania |
PREIT Gadsden Mall LLC | Delaware |
PREIT Gadsden Office LLC | Delaware |
PREIT Services, LLC | Delaware |
PRWGP General, LLC | Delaware |
WG Holdings of Pennsylvania, LLC | Pennsylvania |
WG Park-Anchor B, LLC | Delaware |
XGP LLC | Delaware |
Corporations | Jurisdiction of Organization |
1150 Plymouth Associates Inc | Maryland |
Capital City Beverage Enterprises, Inc | Maryland |
Cherry Hill Beverage, Inc | Maryland |
Court at Oxford Valley Condominium Association | Pennsylvania |
Exton License, Inc | Maryland |
Monroe Marketplace Unit Owners Association, Inc. | Pennsylvania |
PR GC Inc | Maryland |
PR Services Corporation | Pennsylvania |
PREIT TRS, Inc | Delaware |
PREIT-RUBIN OP, Inc | Pennsylvania |
PREIT-RUBIN, INC. | Pennsylvania |
Red Rose Commons Condominium Association | Pennsylvania |
Springhill Owners Association, Inc | Florida |
Springhills Northeast Quadrant Drainage Association No One, Inc | Florida |
Unit 1 801 Market Street Subcondominium Association, Inc. | Pennsylvania |
Voorhees Town Center Condominium Association, Inc. | New Jersey |
Voorhees Town Center Mixed Use Condominium Association, Inc. | New Jersey |
Trusts | Jurisdiction of Organization |
Pennsylvania Real Estate Investment Trust | Pennsylvania |
PR Lycoming Service Associates | Pennsylvania |
PR Oxford Valley Trust | Pennsylvania |
PR Palmer Park Trust | Pennsylvania |
PR Springfield Trust | Pennsylvania |
PREIT Charitable Fund | Pennsylvania |
PREIT Protective Trust | Pennsylvania |
Unincorporated Associations | Jurisdiction of Organization |
Eighth & Market Condominium Association | Pennsylvania |
Springfield Square East Condominium Association | Pennsylvania |
Springhills Property Owners’ Association | Florida |
Unconsolidated Affiliates | Jurisdiction of Organization |
801-Gallery C-3 Associates, L.P. | Pennsylvania |
801-Gallery C-3 MT, L.P. | Pennsylvania |
801-Gallery Office Associates, L.P. | Pennsylvania |
801-Gallery Office MT, L.P. | Pennsylvania |
Lehigh BOS Acquisition, L.P. | Delaware |
Lehigh Valley Associates (limited partnership) | Pennsylvania |
Lehigh Valley Mall GP, LLC | Delaware |
Mall at Lehigh Valley, L.P. | Delaware |
Mall Maintenance Corporation I | Pennsylvania |
Mall Maintenance Corporation II | Pennsylvania |
Mall Corners Ltd. (limited partnership) | Georgia |
Mall Corners II, Ltd. (limited partnership) | Georgia |
Metroplex General, Inc. | Pennsylvania |
Metroplex West Associates, L.P. | Pennsylvania |
Oxford Valley Road Associates (limited partnership) | Pennsylvania |
Pavilion East Associates, L.P. | Pennsylvania |
PRDB Springfield Limited Partnership | Pennsylvania |
PRDB Springfield LLC | Pennsylvania |
Red Rose Commons Associates, L.P. | Pennsylvania |
Simon/PREIT Gloucester Development, LLC | Delaware |
Walnut Street Abstract, L.P. | New Jersey |
White Hall Mall Venture (partnership) | Pennsylvania |
/s/ KPMG LLP |
Philadelphia, Pennsylvania |
February 28, 2014 |
1 | I have reviewed this Annual Report on Form 10-K of Pennsylvania Real Estate Investment Trust; |
2 | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3 | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4 | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5 | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s Board of Trustees (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Dated: | February 28, 2014 | /s/ Joseph F. Coradino | ||
Name: | Joseph F. Coradino | |||
Title: | Chief Executive Officer |
1 | I have reviewed this Annual Report on Form 10-K of Pennsylvania Real Estate Investment Trust; |
2 | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3 | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4 | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5 | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s Board of Trustees (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Dated: | February 28, 2014 | /s/ Robert F. McCadden | ||
Name: | Robert F. McCadden | |||
Title: | Chief Financial Officer |
Dated: | February 28, 2014 | /s/ Joseph F. Coradino | ||
Name: | Joseph F. Coradino | |||
Title: | Chief Executive Officer |
Dated: | February 28, 2014 | /s/ Robert F. McCadden | ||
Name: | Robert F. McCadden | |||
Title: | Chief Financial Officer |
YT(VN=*?;$=^J,"&O
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Organization and Summary of Significant Accounting Policies (Schedule of Aggregate Cost Basis and Depreciated Basis for Federal Income Tax Purposes of Investment in Real Estate) (Detail) (USD $)
In Millions, unless otherwise specified |
Dec. 31, 2013
|
Dec. 31, 2012
|
---|---|---|
Accounting Policies [Abstract] | ||
Aggregate cost basis for federal income tax purposes | $ 3,710.1 | $ 3,979.2 |
Aggregate depreciated basis for federal income tax purposes | $ 2,692.9 | $ 2,908.5 |
Investments in Partnerships (Summary of Mortgage Loans Secured by Our Unconsolidated Properties) (Parenthetical) (Detail) (Pavilion East [Member], USD $)
In Millions, unless otherwise specified |
12 Months Ended |
---|---|
Dec. 31, 2013
|
|
Pavilion East [Member]
|
|
Partnership Mortgage Loan Activity [Line Items] | |
Interest in the unconsolidated entity | 40.00% |
Repayment of prior mortgage loan | $ 9.2 |
Investments in Partnerships (Summary of Equity Investments) (Detail) (USD $)
In Thousands, unless otherwise specified |
Dec. 31, 2013
|
Dec. 31, 2012
|
---|---|---|
Investments in real estate, at cost: | ||
Retail properties | $ 416,964 | $ 414,515 |
Construction in progress | 2,298 | 2,003 |
Total investments in real estate | 419,262 | 416,518 |
Accumulated depreciation | (169,369) | (157,361) |
Net investments in real estate | 249,893 | 259,157 |
Cash and cash equivalents | 15,327 | 9,833 |
Deferred costs and other assets, net | 19,474 | 18,605 |
Total assets | 284,694 | 287,595 |
LIABILITIES AND PARTNERS' EQUITY (DEFICIT): | ||
Mortgage loans | 398,717 | 405,297 |
Other liabilities | 9,667 | 9,130 |
Total liabilities | 408,384 | 414,427 |
Net deficit | (123,690) | (126,832) |
Partners' share | (66,325) | (67,735) |
Company's share | (57,365) | (59,097) |
Excess investment | 8,837 | 9,078 |
Net investments and advances | (48,528) | (50,019) |
Investment in partnerships, at equity | 15,963 | 14,855 |
Distributions in excess of partnership investments | $ (64,491) | $ (64,874) |
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