Indebtedness | Indebtedness Mortgage Debt Total mortgage indebtedness at June 30, 2021 and December 31, 2020 was as follows: June 30, December 31, Face amount of mortgage loans $ 1,032,641 $ 1,104,375 Fair value adjustments, net 1,059 1,685 Debt issuance cost, net (4,392) (4,407) Carrying value of mortgage loans $ 1,029,308 $ 1,101,653 A roll forward of mortgage indebtedness from December 31, 2020 to June 30, 2021 is summarized as follows: Balance at December 31, 2020 $ 1,101,653 Write off of issuance costs associated with liabilities subject to compromise 19 Debt amortization payments (6,734) Reclass of Weberstown Term Loan to liabilities subject to compromise (65,000) Issuance costs incurred upon debt modifications (790) Amortization of fair value and other adjustments (626) Amortization of debt issuance costs 786 Balance at June 30, 2021 $ 1,029,308 On June 8, 2021, the borrower, a consolidated subsidiary of WPG L.P., executed an extension of the $50.3 million non-recourse mortgage loan secured by Town Center at Aurora, located in Aurora, Colorado. Under the terms of the extension, the maturity date was extended to April 1, 2024, with two additional one-year extension options available to the borrower. The extension requires monthly interest payments and a quarterly principal payment of $0.3 million and will bear interest at one-month LIBOR plus 300 basis points per annum. On June 8, 2021, the $65.0 million Weberstown Term Loan matured (see Note 2 - "Chapter 11 Cases and Ability to Continue as a Going Concern" for additional details). On April 22, 2021, the borrower, a consolidated subsidiary of WPG L.P., executed a modification of the $35.4 million full-recourse mortgage loan secured by Southgate Mall, located in Missoula, Montana. The modification addressed a technical default resulting from a shortfall in the debt service coverage ratio, and extended the maturity of the mortgage note to September 27, 2023. Under the modified terms, the mortgage loan bears interest at U.S. Prime plus 150 basis points, with a floor of 4.75% per annum. Corporate and Other Debt On February 15, 2021, we deferred the approximately $23.2 million semi-annual interest payment on the Senior Notes and commenced a 30-day grace period under the terms of the indenture governing the Senior Notes. On June 13, 2021, or the Petition Date, the Company Parties commenced the Chapter 11 Cases in the Bankruptcy Court and filed the Plan and disclosure statement in connection with such cases. The filing of the Chapter 11 Cases constituted an event of default that accelerated the Company's obligations under the applicable credit agreements governing the December 2015 Term Loan, the Revolver, the Senior Notes, the Term Loan and the Weberstown Term Loan. The Company Parties believe that any efforts to enforce the financial obligations under the applicable credit agreements are stayed as a result of the filing of the Chapter 11 Cases in the Bankruptcy Court and the creditors' rights of enforcement in respect to the applicable credit agreements are subject to the applicable provisions of the Bankruptcy Code. During the three months ended March 31, 2021, the stated interest rates, depending on total leverage levels, on our Revolver, Term Loan and December 2015 Term Loan (see below for capitalized terms) switched from a range of LIBOR plus 2.00% to 2.60%, with a LIBOR floor of 0.50% to a range of U.S. Prime plus 1.00% to 1.60% pursuant to the terms of the underlying debt agreements. Additionally, due to the commencement of the Chapter 11 Cases, the December 2015 Term Loan, the Revolver and the Term Loan were assessed an additional 200 basis point default interest rate and the Weberstown Term Loan was assessed an additional 300 basis point default interest rate from March 15, 2021 through the Petition Date, which resulted in additional interest expense of approximately $7.1 million for the three and six months ended June 30, 2021. Stated rates in the table below include any default spreads but may not be indicative of future interest costs as the payment of postpetition default interest may not occur. On June 22, 2020, in order to accelerate repayment and bolster liquidity, the Company accepted the terms of a reduced payoff of the $55.0 million bridge financing provided in connection with the failed sale and leaseback noted below. In exchange for settling the bridge financing, the Company received $30.0 million in cash and the buyer/lessor reduced monthly payments that we owe under the leases totaling approximately $15.7 million over 27 months, commencing July 1, 2020. The present value of the reduced rent payments was reclassified from note receivable to other indebtedness, which is presented net of the accretion adjustment in the table below, and the Company recorded an impairment on the note receivable of approximately $11.2 million in connection with the extinguishment. The proceeds were used for general corporate purposes. The following table identifies our total corporate debt outstanding at June 30, 2021 and December 31, 2020: June 30, December 31, Debtor-in-possession financing Face amount (1) $ 50,000 $ — Notes payable: Face amount - Senior Notes due 2024 (2)(9) $ 720,900 $ 720,900 Debt discount, net — (6,338) Debt issuance costs, net — (4,086) Total carrying value of notes payable $ 720,900 $ 710,476 Term loans Face amount - Term Loan (3)(4)(9) $ 350,000 $ 350,000 Face amount - December 2015 Term Loan (5)(9) 340,000 340,000 Face amount - Weberstown Term Loan (7)(9) 65,000 — Debt issuance costs, net — (8,437) Total carrying value of term loans $ 755,000 $ 681,563 Revolving credit facility: (3)(6) Face amount (9) $ 647,000 $ 647,000 Debt issuance costs, net — (7,024) Total carrying value of revolving credit facility $ 647,000 $ 639,976 Other indebtedness: (8) Anticipated settlement amount $ 109,285 $ 109,285 Debt issuance costs, net (1,483) (1,509) Future accretion, net (16,396) (19,969) Total carrying value of other indebtedness $ 91,406 $ 87,807 (1) The DIP Facility provides for financing in the aggregate principal amount of $100.0 million under a non-amortizing multiple draw super-priority secured term loan facility and bears interest at the greater of LIBOR or 0.75% plus 4.25% per annum. (2) The Senior Notes due 2024 were issued at a 1.533% discount and bear interest at 6.450% per annum. The Senior Notes due 2024 mature on August 15, 2024. (3) The revolving credit facility, or "Revolver" and term loan, or "Term Loan" are collectively known as the "Facility." (4) The Term Loan bears interest at U.S. Prime plus 3.60% or 6.85% per annum and will mature on December 30, 2022. (5) The December 2015 Term Loan bears interest at U.S. Prime plus 3.60% or 6.85% per annum and will mature on January 10, 2023. (6) The Revolver provides borrowings on a revolving basis up to $650.0 million, bears interest at U.S. Prime plus 3.25%, and will initially mature on December 30, 2021, subject to two six-month extensions available at our option subject to compliance with terms of the Facility and payment of a customary extension fee. At June 30, 2021, we had an aggregate available borrowing capacity of $3.0 million under the Revolver, however, we are unable to draw on the remaining capacity at this time. At June 30, 2021, the applicable interest rate on the Revolver was U.S. Prime plus 3.25%, or 6.50% per annum. (7) The Weberstown Term Loan bears interest at the greater of LIBOR or 50 basis points, plus 5.30% or 5.80% and matured on June 1, 2021. In connection with the commencement of the Chapter 11 Cases, this term loan was reclassified from mortgage notes payable to liabilities subject to compromise as of June 30, 2021. (8) Represents the financial liability associated with our failed sale and master ground leaseback of land at Edison Mall, located in Fort Myers, Florida; Great Lakes Mall, located in Mentor, Ohio; Irving Mall, located in Irving, Texas; and Jefferson Valley Mall, located in Yorktown Heights, New York (collectively, the "Properties"). The master ground lease has a 99-year term and includes fixed annual payments at an initial annualized rate of 7.4%, with annual rent escalators over the aforementioned term. The anticipated settlement amount represents the year 30 repurchase option price of $109.3 million to reacquire the fee interest in the land at the Properties, to which the carrying value of the financial liability is being accreted to, through interest expense, during the repurchase period. Expense is being recognized utilizing an effective interest rate of 8.52% per annum during the repurchase period. (9) In connection with the commencement of the Chapter 11 Cases, the principal amount of the applicable corporate debt was reclassified to liabilities subject to compromise in the accompanying consolidated balance sheet as of June 30, 2021 and the applicable debt issuance costs and discounts were written off to reorganization items. Covenants Our corporate debt agreements contain financial and other covenants. If we were to fail to comply with these covenants, after the expiration of the applicable cure periods, the debt maturity could be accelerated or other remedies could be sought by the lender including adjustments to the applicable interest rate. On February 15, 2021, we deferred the semi-annual interest payment on the Senior Notes. On June 13, 2021 the Company Parties commenced the Chapter 11 Cases in the Bankruptcy Court. The filing of the Chapter 11 Cases constituted an event of default that accelerated the Company's obligations under the applicable credit agreements governing the December 2015 Term Loan, the Revolver, the Senior Notes, the Term Loan and the Weberstown Term Loan. The Company Parties believe that any efforts to enforce the financial obligations under the applicable credit agreements are stayed as a result of the filing of the Chapter 11 Cases in the Bankruptcy Court and the creditors' rights of enforcement in respect to the applicable credit agreements are subject to the applicable provisions of the Bankruptcy Code. The total balance of mortgages was approximately $1.0 billion as of June 30, 2021. At June 30, 2021, certain of our consolidated subsidiaries were the borrowers under 20 non-recourse loans and two full-recourse loans secured by mortgages encumbering 24 properties, including one separate pool of cross-defaulted and cross-collateralized mortgages encumbering a total of four properties. Under these cross-default provisions, a default under any mortgage included in the cross-defaulted pool may constitute a default under all mortgages within that pool and may lead to acceleration of the indebtedness due on each property within the pool. Certain of our secured debt instruments contain financial and other non-financial covenants which are specific to the properties which serve as collateral for that debt. If the borrower fails to comply with these covenants, the lender could accelerate the debt and enforce its right against their collateral. Our existing non-recourse mortgage loans generally prohibit our subsidiaries that are borrowers thereunder from incurring additional indebtedness, subject to certain customary and limited exceptions. In addition, certain of these instruments limit the ability of the applicable borrower's parent entity from incurring mezzanine indebtedness unless certain conditions are satisfied, including compliance with maximum loan to value ratio and minimum debt service coverage ratio tests. Further, under certain of these existing agreements, if certain cash flow levels in respect of the applicable mortgaged property (as described in the applicable agreement) are not maintained for at least two consecutive quarters, the lender could accelerate the debt and enforce its right against its collateral. The consolidated subsidiaries discussed below are not subject to the Chapter 11 Cases. On June 30, 2021, we received a letter dated the same date, from the lender notifying the borrower, a consolidated subsidiary of WPG L.P., that the $77.0 million mortgage loan secured by Dayton Mall, located in Dayton, Ohio, was transferred to special servicing because the borrower elected to not make monthly debt service payments beginning in May 2021. The borrower continues to have discussions with the special servicer regarding this non-recourse loan. The Company continues to own, manage and lease the property. On June 30, 2021, we received a letter dated June 28, 2021, from the lender notifying the borrower, a consolidated subsidiary of WPG L.P., that the $67.7 million mortgage loan secured by Brunswick Square Mall, located in East Brunswick, New York, was transferred to special servicing because the borrower elected to not make monthly debt service payments beginning in May 2021. The borrower continues to have discussions with the special servicer regarding this non-recourse loan. The Company continues to own, manage and lease the property. On June 17, 2021, the $92.6 million mortgage loan secured by Cottonwood Mall, located in Albuquerque, New Mexico, was transferred to special servicing because the borrower, a consolidated subsidiary of WPG L.P., elected to not make monthly debt service payments beginning in May 2021. The borrower continues to have discussions with the special servicer regarding this non-recourse loan. The Company continues to own, manage and lease the property. During the first quarter of 2021, the borrower, a consolidated subsidiary of WPG L.P., on the $35.4 million full-recourse mortgage loan secured by Southgate Mall experienced a technical default as a result of the debt service coverage ratio being below the minimum allowable ratio. On April 22, 2021, as described above, the borrower executed a modification of the mortgage loan to cure the technical default. On February 9, 2021, we received a notice of default letter, dated that same day, from the special servicer to the borrower, a consolidated subsidiary of WPG L.P., concerning the $47.3 million mortgage loan secured by Lincolnwood Town Center, located in Lincolnwood, Illinois. The notice was issued by the special servicer because the funds maintained in the cash management account were insufficient to pay the full January 2021 mortgage payment. On April 8, 2021, the Company received notification that a receiver had been appointed to manage and lease the property. The borrower continues to have discussions with the special servicer regarding this non-recourse loan. An affiliate of WPG continues to hold title to the property. On February 2, 2021, we received a notice of default letter, dated December 8, 2020, from the special servicer to the borrower, a consolidated subsidiary of WPG L.P., concerning the $16.6 million mortgage loan secured by Anderson Mall, located in Anderson, South Carolina. The notice was issued by the special servicer because the borrower elected to not make monthly debt service payments beginning in April 2020 in response to the COVID-19 pandemic. On March 8, 2021, the Company received notification that a receiver had been appointed to manage and lease the property. The borrower continues to have discussions with the special servicer regarding this non-recourse loan. An affiliate of WPG continues to hold title to the property. On May 26, 2020, we received a notice of default letter, dated May 14, 2020, from the special servicer to the borrower, a consolidated subsidiary of WPG L.P., concerning the $40.9 million mortgage loan secured by Port Charlotte Town Center, located in Port Charlotte, Florida. The notice was issued by the special servicer because the borrower elected to not pay the May 2020 mortgage payment due to disruption caused by the COVID-19 pandemic. On August 2, 2021, the Company received notification that a receiver had been appointed to manage and lease the property. The borrower continues to have discussions with the special servicer regarding this non-recourse loan. An affiliate of WPG continues to hold title to the property. On May 13, 2020, we received a letter dated that same date, from the lender notifying the borrower, a consolidated subsidiary of WPG L.P., that the $36.1 million mortgage loan secured by Oak Court Mall & Offices, located in Memphis, Tennessee, was transferred to special servicing because the borrower elected to not make monthly debt service payments beginning in April 2020. On May 25, 2021, the Company received notification that a receiver had been appointed to manage and lease the property. The borrower continues to have discussions with the special servicer of the non-recourse loan. An affiliate of WPG continues to hold title to the property. On February 21, 2020, we received a letter, dated that same date, from the lender notifying the borrower, a consolidated subsidiary of WPG L.P., that the $33.1 million mortgage loan secured by Muncie Mall, located in Muncie, Indiana, was transferred to special servicing because the borrower notified the lender that future projected cash flows will be insufficient to ensure future compliance with the mortgage loan due to the loss of certain tenants. On April 14, 2020, the Company received notification that a receiver had been appointed to manage and lease the property. The borrower continues to have discussions with the special servicer regarding this non-recourse loan. An affiliate of WPG continues to hold title to the property. On November 5, 2019, we received a letter dated October 30, 2019, from the lender notifying the borrower, a consolidated subsidiary of WPG L.P., that the $45.1 million mortgage loan secured by Charlottesville Fashion Square, located in Charlottesville, Virginia, was transferred to special servicing because the borrower notified the lender that future projected cash flows will be insufficient to ensure future compliance with the mortgage loan due to the loss of certain tenants. On March 17, 2020, we received notification that a receiver had been appointed to manage, insure, and lease the property. The borrower continues to have discussions with the special servicer regarding this non-recourse loan. An affiliate of WPG still holds title to the property (see Note 12 - "Subsequent Events"). The Company has assessed each of the defaulted properties for impairment indicators and have concluded no impairment charges were warranted as of June 30, 2021. Fair Value of Debt The carrying values of our variable-rate loans approximate their fair values. We estimate the fair values of fixed-rate mortgages and fixed-rate corporate debt (including variable-rate corporate debt swapped to fixed-rate and our other indebtedness, as discussed above) using cash flows discounted at current borrowing rates or Level 2 inputs. We estimate the fair values of consolidated fixed-rate unsecured notes payable using Level 1 quoted market prices, or, if no quoted market prices are available, we use quoted market prices for securities with similar terms and maturities or Level 2 inputs. The book value and fair value of these financial instruments and the related discount rate assumptions as of June 30, 2021 and December 31, 2020 are summarized as follows: June 30, 2021 December 31, 2020 Book value of fixed-rate mortgages (1) $982,391 $1,039,375 Fair value of fixed-rate mortgages $987,693 $1,057,727 Weighted average discount rates assumed in calculation of fair value for fixed-rate mortgages 3.96 % 3.79 % Book value of fixed-rate corporate debt (1) $109,285 $1,420,185 Fair value of fixed-rate corporate and other debt $158,287 $1,203,079 Weighted average discount rates assumed in calculation of fair value for fixed-rate corporate and other debt 12.40 % 10.22 % (1) Excludes debt issuance costs and applicable debt discounts. Additionally, excludes any debt that is subject to compromise as part of the Chapter 11 Cases. |