Document and Entity Information
| Document and Entity Information - shares | 6 Months Ended | |
| Jun. 30, 2015 | Aug. 12, 2015 | |
| Document Information [Line Items] | ||
| Document Type | 10-Q | |
| Amendment Flag | false | |
| Document Period End Date | Jun. 30, 2015 | |
| Document Fiscal Year Focus | 2,015 | |
| Document Fiscal Period Focus | Q2 | |
| Trading Symbol | SRG | |
| Entity Registrant Name | SERITAGE GROWTH PROPERTIES | |
| Entity Central Index Key | 1,628,063 | |
| Current Fiscal Year End Date | --12-31 | |
| Entity Filer Category | Non-accelerated Filer | |
| Class A Common Shares [Member] | ||
| Document Information [Line Items] | ||
| Entity Common Stock, Shares Outstanding | 24,776,170 | |
| Class B Common Shares [Member] | ||
| Document Information [Line Items] | ||
| Entity Common Stock, Shares Outstanding | 1,589,020 | |
| Class C Common Shares [Member] | ||
| Document Information [Line Items] | ||
| Entity Common Stock, Shares Outstanding | 6,665,635 |
Condensed Consolidated Balance
| Condensed Consolidated Balance Sheets - USD ($) | Jun. 30, 2015 | Jun. 03, 2015 |
| Assets | ||
| Cash | $ 2,958 | $ 2,958 |
| Total assets | 2,958 | 2,958 |
| Shareholder's Equity | ||
| Common shares, $0.01 par value, 1,000,000 shares authorized, 100 shares issued and outstanding | 1 | 1 |
| Additional paid-in capital | 2,957 | 2,957 |
| Total Shareholder's Equity | $ 2,958 | $ 2,958 |
Condensed Consolidated Balance3
| Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2015 | Jun. 03, 2015 |
| Statement of Financial Position [Abstract] | ||
| Common shares, par value | $ 0.01 | $ 0.01 |
| Common shares, authorized | 1,000,000 | 1,000,000 |
| Common shares, issued | 100 | 100 |
| Common shares, outstanding | 100 | 100 |
Combined Statements of Investme
| Combined Statements of Investments of Real Estate Assets - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
| Sears Holdings Corporation [Member] | ||
| Assets | ||
| Land, buildings and improvements, net | $ 1,287,423 | $ 1,307,808 |
Combined Statements of Investm5
| Combined Statements of Investments of Real Estate Assets of JV Properties - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 |
| Assets | ||
| Total assets | $ 2,958 | |
| Joint Venture [Member] | ||
| Assets | ||
| Land, buildings and improvements, net | 236,973,000 | $ 242,578,000 |
| Below-market ground leases, net | 941,000 | 947,000 |
| Total assets | $ 237,914,000 | $ 243,525,000 |
Business
| Business | 6 Months Ended |
| Jun. 30, 2015 | |
| Business | Note 1—Business Seritage Growth Properties (“Seritage Growth,” “we,” “us,” “our,” or the “Company”) was organized in Maryland on June 3, 2015. We conduct our operations through Seritage Growth Properties, L.P. (“Operating Partnership”), a Delaware limited partnership that was formed on April 22, 2015. On June 11, 2015, the Company effected a rights offering (the “Rights Offering”) to stockholders of Sears Holdings Corporation (“Sears Holdings”) of common shares of Seritage Growth in order to fund the $2.7 billion acquisition of 234 of Sears Holdings’ owned properties and one of its ground leased properties (the “Acquired Properties”), and its 50 percent interests in three joint ventures (such joint ventures, the “JVs,” and such 50 percent joint venture interests the “JV Interests”) that collectively own 28 properties, ground lease one property and lease two properties (collectively, the “JV Properties”) (collectively, the “Transaction”). The Rights Offering ended on July 2, 2015, and the Company’s Class A common shares were listed on the New York Stock Exchange (“NYSE”) on July 6, 2015. On July 7, 2015, the Company completed the Transaction with Sears Holdings. Sears Holdings is the parent company of Kmart Holdings Corporation (“Kmart”) and Sears, Roebuck and Co. (“Sears”). Sears Holdings is an integrated retailer that operates a national network of full-line and specialty retail stores in the United States. We are a publicly traded, self-administered, self-managed REIT primarily engaged in the real property business through our investment in Operating Partnership. Subsidiaries of Operating Partnership lease (or sublease) a substantial majority of the space at all but 11 of the Acquired Properties back to Sears Holdings under a master lease agreement (“Master Lease”), with the remainder of such space leased to third-party tenants. A substantial majority of the space at the JV Properties is also leased (or subleased) by the JVs to Sears Holdings under master lease agreements (collectively, the “JV Master Leases”). |
| Sears Holdings Corporation [Member] | |
| Business | Note 1—Business Seritage Growth Properties (“Seritage Growth,” “we,” “us,” “our,” or the “Company”) was organized in Maryland on June 3, 2015. Seritage Growth conducts its operations through Seritage Growth Properties, L.P. (“Operating Partnership”), a Delaware limited partnership that was formed on April 22, 2015. On July 7, 2015, Seritage Growth acquired 234 of Sears Holdings Corporation’s (“Sears Holdings”) owned properties and one of its ground leased properties (the “Transaction”). The Transaction resulted in the leaseback of most of these properties to Sears Holdings and the consummation of a rights offering (“the Rights Offering”) and private placement to Sears Holdings’ stockholders. Seritage Growth’s primary business following the Transaction consists of acquiring, financing and owning real estate property to be leased to retailers. Seritage Growth’s primary tenant is Sears Holdings under a master lease agreement (the “Master Lease”). Sears Holdings is the parent company of Kmart Holdings Corporation (“Kmart”) and Sears, Roebuck and Co. (“Sears”). Sears Holdings is an integrated retailer that operates a national network of full-line and specialty retail stores in the United States. The accompanying Combined Statements of Investments of Real Estate Assets to be Acquired by Seritage Growth (“Combined Statements of Investments”) reflects certain owned real estate of 234 retail facilities and one retail facility subject to a ground lease, that were acquired by and ground lease transferred to Seritage Growth from affiliates of Sears Holdings (the “Acquired Properties”) on July 7, 2015. The Acquired Properties consist of approximately 36.9 million square feet of building space and is broadly diversified by location across 49 states and Puerto Rico. The Acquired Properties consist of 84 properties operated under the Kmart brand, 140 properties operated under the Sears brand, and 11 properties leased entirely to third parties. |
| Joint Venture [Member] | |
| Business | Note 1—Business Seritage Growth Properties (“Seritage Growth,” “we,” “us,” “our,” or the “Company”) was organized in Maryland on June 3, 2015. Seritage Growth conducts its operations through Seritage Growth Properties, L.P. (“Operating Partnership”), a Delaware limited partnership that was formed on April 22, 2015. On July 7, 2015, Seritage Growth acquired 31 of the properties (the “Transaction”) indirectly associated with Sears Holdings Corporation (“Sears Holdings”). The Transaction included the acquisition of 50% interests in each of the GS Portfolio Holdings LLC, a joint venture between Sears Holdings and a subsidiary of General Growth Properties, Inc. (the “GGP JV,” and such interest, the “GGP JV Interest”), SPS Portfolio Holdings LLC, a joint venture between Sears Holdings and a subsidiary of Simon Property Group, Inc. (the “Simon JV,” and such interest, the “Simon JV Interest”), and MS Portfolio LLC, a joint venture between Sears Holdings and a subsidiary of The Macerich Company (the “Macerich JV,” and such interest, the “Macerich JV Interest”) and the consummation of a rights offering (the “Rights Offering”) and private placement to Sears Holdings’ stockholders. The GGP JV Interest, Simon JV Interest, and Macerich JV Interest (collectively, the “JV Interests”) include twelve, ten, and nine properties, respectively (collectively, the “JV Properties”), and, the leaseback of most of these properties by the joint ventures (the “JVs”) to Sears Holdings. Seritage Growth’s primary business consists of acquiring, financing and owning real estate property to be leased to retailers. Through its investments in the JVs, Seritage Growth’s primary tenant is Sears Holdings under master lease agreements (collectively, the “JV Master Leases”). Sears Holdings is the parent company of Kmart Holdings Corporation (“Kmart”) and Sears, Roebuck and Co. (“Sears”). Sears Holdings is an integrated retailer that operates a national network of full-line and specialty retail stores in the United States. The accompanying Combined Statements of Investments of Real Estate Assets of JV Properties to be Acquired by Seritage Growth Properties reflects certain owned real estate of 28 retail facilities, one retail facility subject to a ground lease, and two retail facilities subject to leases, that were acquired by and ground leases and leases transferred to the JVs from affiliates of Sears Holdings during April 2015. The Combined Statements of Investments of Real Estate Assets of JV Properties to be Acquired by Seritage Growth Properties have been derived from the accounting records of Sears Holdings using the historical basis of assets of Sears Holdings. The portfolio of 31 properties is broadly diversified by location across 17 states. The properties consist of properties primarily operated under the Sears brand. |
Summary of Significant Accounti
| Summary of Significant Accounting Policies | 6 Months Ended |
| Jun. 30, 2015 | |
| Summary of Significant Accounting Policies | Note 2—Summary of Significant Accounting Policies Basis of Presentation The condensed consolidated financial statement is unaudited and includes Seritage Growth’s consolidated subsidiaries, including Operating Partnership. In our opinion, all adjustments necessary for a fair presentation of such financial statement has been included. Such adjustments consisted of normal recurring items. Interim results are not necessarily indicative of results for a full year. The condensed consolidated financial statement and notes are presented as permitted by Form 10-Q and certain information included in our annual financial statements and notes thereto has been condensed or omitted. This condensed consolidated financial statement should be read in conjunction with our audited financial statement included on our Registration Statement on Form S-11 dated June 8, 2015 and declared effective by the Securities and Exchange Commission (“SEC”) on June 9, 2015 (as amended). Our financial statement is prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Such statements require management to make estimates and assumptions that affect the reported amounts on our financial statement. Actual results could differ from these estimates Offering Costs In connection with the Rights Offering, the Company has incurred legal, accounting, and related costs. Such costs will be recorded as a reduction of proceeds of the Rights Offering. Through the date of issuance, the Company incurred $7.9 million of offering costs, which were paid upon closing of the Transaction on July 7, 2015. Organization Costs Organization costs are comprised of the legal and professional fees associated with the formation of the Company. Organization costs are expensed as incurred. Through the date of issuance, the Company incurred $1.0 million of organization costs, which were paid upon closing of the Transaction on July 7, 2015. |
| Sears Holdings Corporation [Member] | |
| Summary of Significant Accounting Policies | Note 2—Summary of Significant Accounting Policies Basis of Presentation The accompanying Combined Statements of Investments reflects the Acquired Properties directly attributable to Sears Holdings’ real estate holdings and now owned by subsidiaries of Operating Partnership pursuant to the Transaction. The Combined Statements of Investments is prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) as established by the Financial Accounting Standards Board (“FASB”) in the Accounting Standards Codification (“ASC”) including modifications issued under Accounting Standards Updates (“ASU”). The Combined Statements of Investments have been derived from the accounting records of Sears Holdings using the historical basis of assets of Sears Holdings. The Company believes the assumptions underlying the Combined Statements of Investments are reasonable. However, the Combined Statements of Investments included herein may not necessarily reflect Seritage Growth’s financial position in the future or what their financial position would have been had Seritage Growth operated independently from Sears Holdings as of the date presented. The Combined Statements of Investments included in this report are unaudited. In the Company’s opinion, all adjustments necessary for a fair presentation of such Combined Statements of Investments have been included. Such adjustments consisted of normal recurring items. Interim results are not necessarily indicative of results for a full year. The Combined Statements of Investments and notes are presented as permitted by Form 10-Q and certain information included in the annual Combined Statements of Investments and notes thereto has been condensed or omitted. These Combined Statements of Investments should be read in conjunction with Seritage Growth’s Registration Statement on Form S-11 dated June 8, 2015 and declared effective by the Securities and Exchange Commission (“SEC”) on June 9, 2015 (as amended). Use of Estimates The Company has made a number of estimates, judgments and assumptions that affect the reported amounts of assets in the Combined Statements of Investments. Estimates are required in order for us to prepare the Combined Statements of Investments in conformity with GAAP. Significant estimates, judgments and assumptions are required in a number of areas, including, but not limited to, determining the useful lives of real estate properties and evaluating the impairment of long-lived assets. We have based these estimates, judgments and assumptions on historical experience and various other factors that we believe to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions and conditions. Land, Buildings and Improvements Land and buildings are recorded at cost, less accumulated depreciation. Additions and substantial improvements are capitalized and include expenditures that materially extend the useful lives of existing facilities. Maintenance and repairs that do not materially improve or extend the lives of the respective assets are expensed as incurred. Depreciation expense is recorded over the estimated useful lives of the respective assets using the straight-line method for financial statement purposes. The range of lives is generally 20 to 50 years for buildings and improvements. Land, buildings and improvements, net have been derived from the accounting records of Sears Holdings using the historical basis of assets of Sears Holdings. The range of lives for buildings and improvements, and resulting depreciation expense, is based on the accounting policies of Sears Holdings. Impairment of Long-Lived Assets In accordance with accounting standards governing the impairment or disposal of long-lived assets, the carrying value of long-lived assets, including land, buildings and improvements, and definite-lived intangible assets, is evaluated whenever events or changes in circumstances indicate that a potential impairment has occurred relative to a given asset or assets. Factors that could result in an impairment review include, but are not limited to, a current period cash flow loss combined with a history of cash flow losses, current cash flows that may be insufficient to recover the investment in the property over the remaining useful life, a projection that demonstrates continuing losses associated with the use of a long-lived asset, significant changes in the manner of use of the assets, or significant changes in business strategies. An impairment loss is recognized when the estimated undiscounted cash flows expected to result from the use of the asset plus net proceeds expected from disposition of the asset (if any) are less than the carrying value of the asset. When an impairment loss is recognized, the carrying amount of the asset is reduced to its estimated fair value as determined based on quoted market prices or through the use of other valuation techniques. |
| Joint Venture [Member] | |
| Summary of Significant Accounting Policies | Note 2—Summary of Significant Accounting Policies Basis of Presentation The accompanying Combined Statements of Investments reflect the 31 properties directly attributable to Sears Holdings’ real estate holdings that are now 50% owned indirectly through the JV Interests by Operating Partnership or its subsidiaries pursuant to the Transaction. The Combined Statements of Investments are prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) as established by the Financial Accounting Standards Board (“FASB”) in the Accounting Standards Codification (“ASC”) including modifications issued under Accounting Standards Updates (“ASU”). The Combined Statements of Investments have been derived from the accounting records of Sears Holdings using the historical basis of assets of Sears Holdings. The Company believes the assumptions underlying the Combined Statements of Investments are reasonable. However, the Combined Statements of Investments included herein may not necessarily reflect our financial position in the future or what their financial position would have been had Seritage Growth operated independently from Sears Holdings as of the date presented. The Combined Statements of Investments included in this report are unaudited. In the Company’s opinion, all adjustments necessary for a fair presentation of such Combined Statements of Investments have been included. Such adjustments consisted of normal recurring items. Interim results are not necessarily indicative of results for a full year. The Combined Statements of Investments and notes are presented as permitted by Form 10-Q and certain information included in our annual Combined Statements of Investments and notes thereto has been condensed or omitted. These Combined Statements of Investments should be read in conjunction with Seritage Growth’s Registration Statement on Form S-11 dated June 8, 2015 and declared effective by the Securities and Exchange Commission (“SEC”) on June 9, 2015 (as amended). Use of Estimates The Company has made a number of estimates, judgments and assumptions that affect the reported amounts of assets in the Combined Statements of Investments. Estimates are required in order for us to prepare the Combined Statements of Investments in conformity with GAAP. Significant estimates, judgments and assumptions are required in a number of areas, including, but not limited to, determining the useful lives of real estate properties and evaluating the impairment of long-lived assets. We have based these estimates, judgments and assumptions on historical experience and various other factors that it believes to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions and conditions. Land, Buildings and Improvements Land and buildings are recorded at cost, less accumulated depreciation. Additions and substantial improvements are capitalized and include expenditures that materially extend the useful lives of existing facilities. Maintenance and repairs that do not materially improve or extend the lives of the respective assets are expensed as incurred. Depreciation expense is recorded over the estimated useful lives of the respective assets using the straight-line method for financial statement purposes. The range of lives is generally 20 to 50 years for buildings and improvements. Land, buildings and improvements, net have been derived from the accounting records of Sears Holdings using the historical basis of assets of Sears Holdings. The range of lives for buildings and improvements, and resulting depreciation expense, is based on the accounting policies of Sears Holdings. Below-Market Ground Leases Below-market ground leases are recorded based on their acquisition date fair value and are amortized over the remaining lives of the respective ground leases. The below-market ground lease is amortized over the remaining useful life of approximately 87 years. Below-market ground leases have been derived from the accounting records of Sears Holdings using the historical basis of assets of Sears Holdings. The range of lives, and resulting amortization expense, is based on the accounting policies of Sears Holdings. Impairment of Long-Lived Assets In accordance with accounting standards governing the impairment or disposal of long-lived assets, the carrying value of long-lived assets, including land, buildings and improvements, and definite-lived intangible assets, is evaluated whenever events or changes in circumstances indicate that a potential impairment has occurred relative to a given asset or assets. Factors that could result in an impairment review include, but are not limited to, a current period cash flow loss combined with a history of cash flow losses, current cash flows that may be insufficient to recover the investment in the property over the remaining useful life, a projection that demonstrates continuing losses associated with the use of a long-lived asset, significant changes in the manner of use of the assets, or significant changes in business strategies. An impairment loss is recognized when the estimated undiscounted cash flows expected to result from the use of the asset plus net proceeds expected from disposition of the asset (if any) are less than the carrying value of the asset. When an impairment loss is recognized, the carrying amount of the asset is reduced to its estimated fair value as determined based on quoted market prices or through the use of other valuation techniques. |
Shareholder's Equity
| Shareholder's Equity | 6 Months Ended |
| Jun. 30, 2015 | |
| Equity [Abstract] | |
| Shareholder's Equity | Note 3—Shareholder’s Equity We have been capitalized with the issuance of 100 shares of Common Stock (with $0.01 par value) for a total of $2,958. Under Seritage Growth’s Declaration of Trust, as amended, Seritage Growth, with the approval of a majority of the Board of Trustees and without any action by the shareholders of Seritage Growth, may amend the Declaration of Trust from time to time to increase or decrease the aggregate number of shares or the number of shares of any class or series that we have the authority to issue. |
Income Taxes
| Income Taxes | 6 Months Ended |
| Jun. 30, 2015 | |
| Income Tax Disclosure [Abstract] | |
| Income Taxes | Note 4—Income Taxes The Company intends to elect to be taxed as a real estate investment trust (“REIT”) as defined under Section 856(c) of the Internal Revenue Code (the “Code”), commencing with its taxable year ending December 31, 2015. To qualify as a REIT, we must meet certain organizational, income, asset and distribution tests. Accordingly, we will generally not be subject to corporate U.S. federal or state income tax to the extent that it makes qualifying distributions to its shareholders and provided it satisfies on a continuing basis, through actual investment and operating results, the REIT requirements including certain asset, income, distribution and share ownership tests. We currently intend to comply with these requirements and maintain REIT status. However, we may still be subject to federal excise tax, as well as foreign taxes and certain state and local income and franchise taxes. |
Concentration of Credit Risks
| Concentration of Credit Risks | 6 Months Ended |
| Jun. 30, 2015 | |
| Concentration of Credit Risks | Note 5—Concentration of Credit Risks Concentrations of credit risks arise when a number of operators, tenants, or obligors related to the Company’s investments are engaged in similar business activities, or activities in the same geographic region, or having similar economic features that would cause their ability to meet contractual obligations, including those to Seritage Growth, to be similarly affected by changes in economic conditions. Substantially all of Seritage Growth’s real estate properties are leased to Sears Holdings, and the majority of Seritage Growth’s rental revenues are derived from the Master Lease. Under the terms of the Master Lease and the JV Master Leases, Sears Holdings possesses certain termination rights whereby Sears Holdings can terminate unprofitable stores (those stores that possess Earnings Before Interest, Taxes, Depreciation, Amortization and Rent for the 12 month period ending as of the last day of the most recently completed fiscal quarter of Sears Holdings that is less than the base rent for that store) after the first lease year. In order to terminate the Master Lease or JV Master Lease with respect to a certain property, Sears Holdings must make a payment to us of an amount equal to one year of rent (together with taxes and other expenses) with respect to such property. Sears Holdings’ termination right is limited to terminating the Master Lease with respect to properties representing up to 20% of the aggregate annual rent payment under the Master Lease with respect to all properties in any lease year. In the case of the JV Properties owned by the GGP JV, the Simon JV and the Macerich JV, Sears Holdings’ termination right is limited so that the applicable JV Master Lease is not terminated as to more than four JV Properties, three JV Properties and three JV Properties, respectively, in any lease year. Sears Holdings is a publicly traded company and is subject to the informational filing requirements of the Securities Exchange Act of 1934, as amended, and is required to file periodic reports on Form 10-K and Form 10-Q with the SEC; refer to edgar.gov for Sears Holdings Corporation publicly-available financial information. Other than the tenant concentration, the Company believes the current portfolio is reasonably diversified by geographical location and does not contain any other significant concentration of credit risks. The portfolio of 235 Acquired Properties is diversified by location across 49 states and Puerto Rico. |
| Sears Holdings Corporation [Member] | |
| Concentration of Credit Risks | Note 4—Concentration of Credit Risks Concentrations of credit risks arise when a number of operators, tenants, or obligors related to the Company’s investments are engaged in similar business activities, or activities in the same geographic region, or having similar economic features that would cause their ability to meet contractual obligations, including those to Seritage Growth, to be similarly affected by changes in economic conditions. Substantially all of Seritage Growth’s real estate properties are leased to Sears Holdings, and the majority of Seritage Growth’s rental revenues are derived from the Master Lease. Under the terms of the Master Lease and the JV Master Leases, Sears Holdings possesses certain termination rights whereby Sears Holdings can terminate unprofitable stores (those stores that possess Earnings Before Interest, Taxes, Depreciation, Amortization and Rent for the 12 month period ending as of the last day of the most recently completed fiscal quarter of Sears Holdings that is less than the base rent for that store). In order to terminate the Master Lease or JV Master Lease with respect to a certain property, Sears Holdings must make a payment to us of an amount equal to one year of rent (together with taxes and other expenses) with respect to such property. Sears Holdings’ termination right is limited to terminating the Master Lease with respect to properties representing up to 20% of the aggregate annual rent payment under the Master Lease with respect to all properties in any lease year. In the case of the JV Properties owned by the GGP JV, the Simon JV and the Macerich JV, Sears Holdings’ termination right is limited so that the applicable JV Master Lease is not terminated as to more than four JV Properties, three JV Properties and three JV Properties, respectively, in any lease year. Sears Holdings is a publicly traded company and is subject to the informational filing requirements of the Securities Exchange Act of 1934, as amended, and is required to file periodic reports on Form 10-K and Form 10-Q with the SEC; refer to edgar.gov for Sears Holdings Corporation publicly-available financial information. Other than the tenant concentration, the Company believes the current portfolio is reasonably diversified by geographical location and does not contain any other significant concentration of credit risks. The portfolio of 235 Acquired Properties is diversified by location across 49 states and Puerto Rico. |
| Joint Venture [Member] | |
| Concentration of Credit Risks | Note 5—Concentration of Credit Risks Concentrations of credit risks arise when a number of operators, tenants, or obligors related to the Company’s investments are engaged in similar business activities, or activities in the same geographic region, or having similar economic features that would cause their ability to meet contractual obligations, including those to Seritage Growth, to be similarly affected by changes in economic conditions. Substantially all of Seritage Growth’s real estate properties are leased to Sears Holdings, and the majority of Seritage Growth’s rental revenues are derived from the Master Lease. Under the terms of the Master Lease and the JV Master Leases, Sears Holdings possesses certain termination rights whereby Sears Holdings can terminate unprofitable stores (those stores that possess Earnings Before Interest, Taxes, Depreciation, Amortization and Rent for the 12 month period ending as of the last day of the most recently completed fiscal quarter of Sears Holdings that is less than the base rent for that store). In order to terminate the Master Lease or JV Master Lease with respect to a certain property, Sears Holdings must make a payment to us of an amount equal to one year of rent (together with taxes and other expenses) with respect to such property. Sears Holdings’ termination right is limited to terminating the Master Lease with respect to properties representing up to 20% of the aggregate annual rent payment under the Master Lease with respect to all properties in any lease year. In the case of the JV Properties owned by the GGP JV, the Simon JV and the Macerich JV, Sears Holdings’ termination right is limited so that the applicable JV Master Lease is not terminated as to more than four JV Properties, three JV Properties and three JV Properties, respectively, in any lease year. Sears Holdings is a publicly traded company and is subject to the informational filing requirements of the Securities Exchange Act of 1934, as amended, and is required to file periodic reports on Form 10-K and Form 10-Q with the SEC; refer to edgar.gov for Sears Holdings Corporation publicly-available financial information. Other than the tenant concentration, the Company believes the current portfolio is reasonably diversified by geographical location and does not contain any other significant concentration of credit risks. The portfolio of 235 Acquired Properties is diversified by location across 49 states and Puerto Rico. |
Related Party Disclosure
| Related Party Disclosure | 6 Months Ended |
| Jun. 30, 2015 | |
| Related Party Disclosure | Note 6—Related Party Disclosure Edward S. Lampert is Chairman and Chief Executive Officer of Sears Holdings and is the Chairman and Chief Executive Officer of ESL Investments, Inc., and related entities (collectively “ESL”). ESL beneficially owned approximately 48% of Sears Holdings’ outstanding common stock at June 30, 2015. Mr. Lampert is also the Chairman of Seritage Growth. For purposes of funding the purchase price for the acquisition of the Acquired Properties and the JV Interests from Sears Holdings, the Company effected the Rights Offering to existing Sears Holdings stockholders, including ESL. At the closing of the Transaction, ESL held an approximately 43.5% interest in Operating Partnership and approximately 4.0% and 100% of the outstanding Class A common shares and Class B common shares, respectively. |
| Sears Holdings Corporation [Member] | |
| Related Party Disclosure | Note 5—Related Party Disclosure Edward S. Lampert is Chairman and Chief Executive Officer of Sears Holdings and is the Chairman and Chief Executive Officer of ESL. ESL beneficially owned approximately 48% of Sears Holdings’ outstanding common stock at June 30, 2015. Mr. Lampert is also the Chairman of Seritage Growth Properties. For purposes of funding the purchase price for the Transaction, Seritage Growth effected the Rights Offering to existing Sears Holdings stockholders, including ESL. At the closing of the Transaction, ESL held an approximately 43.5% interest in Operating Partnership and approximately 4.0% and 100% of the outstanding Class A common shares and Class B common shares, respectively. |
| Joint Venture [Member] | |
| Related Party Disclosure | Note 6—Related Party Disclosure Edward S. Lampert is Chairman and Chief Executive Officer of Sears Holdings and is the Chairman and Chief Executive Officer of ESL. ESL beneficially owned approximately 48% of Sears Holdings’ outstanding common stock at June 30, 2015. Mr. Lampert is also the Chairman of Seritage Growth Properties. For purposes of funding the purchase price for the Transaction, Seritage Growth effected the Rights Offering to existing Sears Holdings stockholders, including ESL. At the closing of the Transaction, ESL held an approximately 43.5% interest in Operating Partnership and approximately 4.0% and 100% of the outstanding Class A common shares and Class B common shares, respectively. |
Legal Proceedings
| Legal Proceedings | 6 Months Ended |
| Jun. 30, 2015 | |
| Legal Proceedings | Note 7—Legal Proceedings In accordance with accounting standards regarding loss contingencies, the Company accrues an undiscounted liability for those contingencies where the incurrence of a loss is probable and the amount can be reasonably estimated, and we disclose the amount accrued and the amount of a reasonably possible loss in excess of the amount accrued, if such disclosure is necessary for our financial statements to not be misleading. We do not record liabilities when the likelihood that the liability has been incurred is probable but the amount cannot be reasonably estimated, or when the liability is believed to be only reasonably possible or remote. In May and June of 2015, four purported Sears Holdings shareholders filed lawsuits in the Court of Chancery, which have since been consolidated into a single action captioned In re Sears Holdings Corporation Stockholder and Derivative Action, Consol. C.A. No. 11081-VCL. We expect a consolidated complaint to be filed, and until that time, we are not able to provide a description or assessment of such a complaint or potential proceedings related to it. However, the four complaints filed name as defendants Sears Holdings, the individual members of Sears Holdings’ Board of Directors, ESL Investments, Inc., Sears Holdings’ CEO and, in some cases, Fairholme Capital Management L.L.C. (“FCM”), alleging, among other things, that Sears Holdings sold the Acquired Properties to Seritage Growth at a price that was unfairly low to Sears Holdings as a result of breaches of fiduciary in connection with the recent Transaction. The current individual complaints also name as a defendant Seritage Growth, alleging that Seritage Growth aided and abetted these alleged fiduciary breaches. Among other forms of relief, the plaintiffs are currently seeking damages in unspecified amounts and equitable relief related to the Transaction. The Company believes that the plaintiffs’ claims are legally without merit and intends to contest these lawsuits vigorously. |
| Sears Holdings Corporation [Member] | |
| Legal Proceedings | Note 6—Legal Proceedings In accordance with accounting standards regarding loss contingencies, the Company accrues an undiscounted liability for those contingencies where the incurrence of a loss is probable and the amount can be reasonably estimated, and we disclose the amount accrued and the amount of a reasonably possible loss in excess of the amount accrued, if such disclosure is necessary for our financial statements to not be misleading. We do not record liabilities when the likelihood that the liability has been incurred is probable but the amount cannot be reasonably estimated, or when the liability is believed to be only reasonably possible or remote. In May and June of 2015, four purported Sears Holdings shareholders filed lawsuits in the Court of Chancery, which have since been consolidated into a single action captioned In re Sears Holdings Corporation Stockholder and Derivative Action, Consol. C.A. No. 11081-VCL. We expect a consolidated complaint to be filed, and until that time, we are not able to provide a description or assessment of such a complaint or potential proceedings related to it. However, the four complaints filed name as defendants Sears Holdings, the individual members of Sears Holdings’ Board of Directors, ESL Investments, Inc., Sears Holdings’ CEO and, in some cases, Fairholme Capital Management L.L.C. (“FCM”), alleging, among other things, that Sears Holdings sold the Acquired Properties to Seritage Growth at a price that was unfairly low to Sears Holdings as a result of breaches of fiduciary in connection with the recent Transaction. The current individual complaints also name as a defendant Seritage Growth, alleging that Seritage Growth aided and abetted these alleged fiduciary breaches. Among other forms of relief, the plaintiffs are currently seeking damages in unspecified amounts and equitable relief related to the Transaction. The Company believes that the plaintiffs’ claims are legally without merit and intends to contest these lawsuits vigorously. |
| Joint Venture [Member] | |
| Legal Proceedings | Note 7—Legal Proceedings In accordance with accounting standards regarding loss contingencies, the Company accrues an undiscounted liability for those contingencies where the incurrence of a loss is probable and the amount can be reasonably estimated, and we disclose the amount accrued and the amount of a reasonably possible loss in excess of the amount accrued, if such disclosure is necessary for our financial statements to not be misleading. We do not record liabilities when the likelihood that the liability has been incurred is probable but the amount cannot be reasonably estimated, or when the liability is believed to be only reasonably possible or remote. In May and June of 2015, four purported Sears Holdings shareholders filed lawsuits in the Court of Chancery, which have since been consolidated into a single action captioned In re Sears Holdings Corporation Stockholder and Derivative Action, Consol. C.A. No. 11081-VCL. We expect a consolidated complaint to be filed, and until that time, we are not able to provide a description or assessment of such a complaint or potential proceedings related to it. However, the four complaints filed name as defendants Sears Holdings, the individual members of Sears Holdings’ Board of Directors, ESL Investments, Inc., Sears Holdings’ CEO and, in some cases, Fairholme Capital Management L.L.C. (“FCM”), alleging, among other things, that Sears Holdings sold the Acquired Properties to Seritage Growth at a price that was unfairly low to Sears Holdings as a result of breaches of fiduciary in connection with the recent Transaction. The current individual complaints also name as a defendant Seritage Growth, alleging that Seritage Growth aided and abetted these alleged fiduciary breaches. Among other forms of relief, the plaintiffs are currently seeking damages in unspecified amounts and equitable relief related to the Transaction. The Company believes that the plaintiffs’ claims are legally without merit and intends to contest these lawsuits vigorously. |
Subsequent Events
| Subsequent Events | 6 Months Ended |
| Jun. 30, 2015 | |
| Subsequent Events | Note 8—Subsequent Events On July 7, 2015, the Company acquired 234 Sears Holdings’ owned properties, one of its ground leased properties and its 50% joint venture interests in 31 properties at their fair value for $2.7 billion, with the substantial majority of such properties being leased back to Sears Holdings. The Transaction was partially financed through proceeds of sale of Class A common shares $660.6 million, private placements of Class A common shares to subsidiaries of Simon Property Group, Inc. (“Simon”) and General Growth Properties, Inc. (“GGP”) of $33.3 million, respectively, proceeds of the sale of Class B non-economic common shares of $0.9 million, and proceeds of the sale of Class C non-voting common shares of $200.9 million. Additional financing was obtained by wholly-owned subsidiaries of Operating Partnership through a $925.0 million mortgage loan and a $236.2 million mezzanine mortgage loan. In connection with such financing, such subsidiaries of Operating Partnership obtained access to a funding facility in the amount of $100 million that was undrawn at the closing of the Transaction and available to finance redevelopment projects at the properties post-closing subject to satisfaction of certain conditions. At the closing of the Transaction, ESL held an approximately 43.5% interest in Operating Partnership and approximately 4.0% and 100% of the outstanding Class A common shares and Class B common shares, respectively. The following table summarizes the preliminary allocation of the purchase price for the Transaction (in millions). While the Company believes that such preliminary estimates provide a reasonable basis for estimating the fair value of assets acquired and liabilities assumed, it evaluates any necessary information prior to finalization of the fair value. During the measurement period, the Company will adjust assets or liabilities if new information is obtained about facts and circumstances that existed as of the acquisition date that, if known, would have resulted in the revised estimated values of those assets or liabilities as of that date. Balances are not reflected in the accompanying condensed consolidated balance sheets herein as the Transaction was not complete as of June 30, 2015. Land, buildings and improvements, net $ 1,992 In-place tenant leases 157 Deferred expenses, net 96 Below-market ground lease 14 Above-market leases 1 Below-market leases (12 ) Investment in unconsolidated real estate affiliates 429 Total purchase price $ 2,677 The following table presents the unaudited pro forma financial results as if the Transaction had occurred on June 3, 2015 (Formation Date) (in thousands). Management relied on various estimates and assumptions due to the fact that the Acquired Properties and JV Interests were not previously operated as individual, distinct businesses and were utilized solely by Sears Holdings as a component of their retail operations. The pro forma results include acquisition related costs of $18 million, which are nonrecurring, as well as depreciation and amortization of $8.5 million. Period from Pro forma revenues $ 19,240 Pro forma net loss attributable to common shareholders (10,827 ) The pro forma information is presented for informational purposes only and may not be indicative of what actual results of operations would have been had the Transaction occurred at the beginning of the period, nor does it purport to represent the results of future operations. Transition Services Agreement On July 7, 2015, Operating Partnership and Sears Holdings Management Corporation (“SHMC”), a wholly owned subsidiary of Sears Holdings, entered into a transition services agreement (the “Transition Services Agreement”). Pursuant to the Transition Services Agreement, SHMC will provide certain limited services to Operating Partnership during the period from the closing of the Transaction through the 18-month anniversary of the closing, unless Operating Partnership terminates a service. The fees charged to us for the services furnished pursuant to this agreement are itemized on a schedule to the agreement. Partnership Agreement On July 7, 2015, Seritage Growth and ESL entered into the agreement of limited partnership of Operating Partnership (the “Partnership Agreement”). Pursuant to the Partnership Agreement, as the sole general partner of Operating Partnership, Seritage Growth exercises exclusive and complete responsibility and discretion in its day-to-day management and control of Operating Partnership, and may not be removed as general partner by the limited partners. Registration Rights Agreement On July 7, 2015, Seritage Growth and ESL entered into a registration rights agreement (the “Registration Rights Agreement”). The Registration Rights Agreement provides for, among other things, demand registration rights and piggyback registration rights for ESL. Master Lease On July 7, 2015, subsidiaries of Seritage Growth and subsidiaries of Sears Holdings entered into the Master Lease. The Master Lease has an initial term of 10 years and contains three options for five-year renewals of the term and a final option for a four-year renewal. The base rent paid directly by Sears Holdings and its subsidiaries under the Master Lease is initially approximately $134 million and will be increased by 2% per annum (cumulative and compounded) for each lease year over the rent for the immediately preceding lease year. The Master Lease generally is a triple net lease with respect to all space which is leased thereunder to Sears Holdings, subject to proportionate sharing by Sears Holdings for repair and maintenance charges, real property taxes, insurance and other costs and expenses which are common to both the space leased by Sears Holdings and other space occupied by unrelated third-party tenants in the same or other buildings pursuant to third-party leases, space which is recaptured pursuant to Seritage’s recapture rights described below and all other space which is constructed on the properties. The Company possesses certain recapture rights to recapture space at the properties subject to the Master Lease. Similarly, Sears Holdings possesses certain termination rights for properties that cease to be profitable per terms included within the Master Lease. Unregistered Sales of Equity Securities On July 7, 2015, the Company issued and sold to a subsidiary of GGP 1,125,760 Class A common shares at a price of $29.58 per share, for an aggregate purchase price of $33.3 million, in a transaction exempt from registration under the Securities Act pursuant to Section 4(a)(2) thereof. On July 7, 2015, the Company issued and sold to a subsidiary of Simon 1,125,760 Class A common shares at a price of $29.58 per share, for an aggregate purchase price of $33.3 million, in a transaction exempt from registration under the Securities Act pursuant to Section 4(a)(2) thereof. On July 7, 2015, the Company issued and sold to ESL 1,589,020 Class B common shares of beneficial interest, par value $0.01 per share (the “Class B common shares”) in connection with an exchange of cash and subscription rights for Class B common shares and limited partnership units of Operating Partnership in a transaction exempt from registration under the Securities Act pursuant to Section 4(a)(2) thereof. The aggregate purchase price for the Class B common shares purchased by ESL was $0.9 million. Creation of a Direct Financial Obligation On July 7, 2015, Seritage SRC Finance LLC and Seritage KMT Finance LLC, two wholly-owned subsidiaries of Operating Partnership, as borrowers (together, the “Mortgage Borrower”), and certain other subsidiaries of Operating Partnership, entered into a $925 million Loan Agreement (the “Mortgage Loan Agreement”) with JPMorgan Chase Bank, National Association and H/2 SO III Funding LLC. On July 7, 2015, Seritage SRC Mezzanine Finance LLC and Seritage KMT Mezzanine Finance LLC, two wholly-owned subsidiaries of Operating Partnership and the parent companies of the Mortgage Borrower, as borrowers, entered into a $236 million Loan Agreement (the “Mezzanine Loan Agreement”) with JPMorgan Chase Bank, National Association and H/2 Special Opportunities III Corp., as lenders. On July 9, 2015, the Company purchased a London Interbank Offered Rates (“LIBOR”) interest rate cap that has a LIBOR strike rate of 3.5% and a term of four years. Form S-8 Registration Statement On July 7, 2015, the Company registered 3,250,000 Class A common shares on Form S-8 with the SEC. On July 7, 2015, the Company granted Benjamin Schall, its Chief Executive Officer, certain “sign-on awards” and “annual equity grants” as required under Mr. Schall’s employment agreement with Seritage Growth and Operating Partnership, dated April 17, 2015. Employment Agreement On July 10, 2015, the Company announced that Brian Dickman will commence employment as the Chief Financial Officer and Executive Vice President of Seritage Growth no later than August 17, 2015. |
| Sears Holdings Corporation [Member] | |
| Subsequent Events | Note 7—Subsequent Events On July 7, 2015, Sears Holdings completed the Transaction, and Seritage Growth acquired the portfolio of 235 Acquired Properties for approximately $2.2 billion. |
| Joint Venture [Member] | |
| Subsequent Events | Note 8—Subsequent Events On July 7, 2015, Sears Holdings completed the Transaction, and Seritage Growth acquired Sears Holdings’ interests in the GGP JV, the Simon JV, and the Macerich JV for approximately $429 million. |
Land, Buildings and Improvement
| Land, Buildings and Improvements | 6 Months Ended |
| Jun. 30, 2015 | |
| Sears Holdings Corporation [Member] | |
| Land, Buildings and Improvements | Note 3—Land, Buildings and Improvements Land, buildings and improvements, net of accumulated depreciation consists of the following (in thousands): June 30, 2015 December 31, 2014 Land $ 718,720 $ 718,720 Buildings and improvements 1,308,899 1,293,867 Gross land, buildings and improvements 2,027,619 2,012,587 Less: accumulated depreciation (740,196 ) (704,779 ) Land, buildings and improvements, net $ 1,287,423 $ 1,307,808 |
| Joint Venture [Member] | |
| Land, Buildings and Improvements | Note 3—Land, Buildings and Improvements Land, buildings and improvements, net of accumulated depreciation consists of the following (in thousands): June 30, 2015 December 31, 2014 Land $ 132,243 $ 132,243 Buildings and improvements 266,861 265,220 Gross land, buildings and improvements 399,104 397,463 Less: accumulated depreciation (162,131 ) (154,885 ) Land, buildings and improvements, net $ 236,973 $ 242,578 |
Below-Market Ground Leases
| Below-Market Ground Leases | 6 Months Ended |
| Jun. 30, 2015 | |
| Joint Venture [Member] | |
| Below-Market Ground Leases | Note 4—Below-Market Ground Leases The following summarizes our below-market ground leases (in thousands): June 30, 2015 December 31, 2014 Below-market ground leases $ 1,066 $ 1,066 Less: accumulated amortization (125 ) (119 ) Below-market ground leases, net $ 941 $ 947 The expected amortization for below-market ground leases for the years ending is as follows (in thousands): Expected Amortization Year Amount 2015 (remainder) $ 6 2016 12 2017 12 2018 12 2019 12 Thereafter 887 |
Summary of Significant Accoun16
| Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
| Jun. 30, 2015 | |
| Basis of Presentation | Basis of Presentation The condensed consolidated financial statement is unaudited and includes Seritage Growth’s consolidated subsidiaries, including Operating Partnership. In our opinion, all adjustments necessary for a fair presentation of such financial statement has been included. Such adjustments consisted of normal recurring items. Interim results are not necessarily indicative of results for a full year. The condensed consolidated financial statement and notes are presented as permitted by Form 10-Q and certain information included in our annual financial statements and notes thereto has been condensed or omitted. This condensed consolidated financial statement should be read in conjunction with our audited financial statement included on our Registration Statement on Form S-11 dated June 8, 2015 and declared effective by the Securities and Exchange Commission (“SEC”) on June 9, 2015 (as amended). Our financial statement is prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Such statements require management to make estimates and assumptions that affect the reported amounts on our financial statement. Actual results could differ from these estimates Offering Costs In connection with the Rights Offering, the Company has incurred legal, accounting, and related costs. Such costs will be recorded as a reduction of proceeds of the Rights Offering. Through the date of issuance, the Company incurred $7.9 million of offering costs, which were paid upon closing of the Transaction on July 7, 2015. Organization Costs Organization costs are comprised of the legal and professional fees associated with the formation of the Company. Organization costs are expensed as incurred. Through the date of issuance, the Company incurred $1.0 million of organization costs, which were paid upon closing of the Transaction on July 7, 2015. |
| Sears Holdings Corporation [Member] | |
| Basis of Presentation | Basis of Presentation The accompanying Combined Statements of Investments reflects the Acquired Properties directly attributable to Sears Holdings’ real estate holdings and now owned by subsidiaries of Operating Partnership pursuant to the Transaction. The Combined Statements of Investments is prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) as established by the Financial Accounting Standards Board (“FASB”) in the Accounting Standards Codification (“ASC”) including modifications issued under Accounting Standards Updates (“ASU”). The Combined Statements of Investments have been derived from the accounting records of Sears Holdings using the historical basis of assets of Sears Holdings. The Company believes the assumptions underlying the Combined Statements of Investments are reasonable. However, the Combined Statements of Investments included herein may not necessarily reflect Seritage Growth’s financial position in the future or what their financial position would have been had Seritage Growth operated independently from Sears Holdings as of the date presented. The Combined Statements of Investments included in this report are unaudited. In the Company’s opinion, all adjustments necessary for a fair presentation of such Combined Statements of Investments have been included. Such adjustments consisted of normal recurring items. Interim results are not necessarily indicative of results for a full year. The Combined Statements of Investments and notes are presented as permitted by Form 10-Q and certain information included in the annual Combined Statements of Investments and notes thereto has been condensed or omitted. These Combined Statements of Investments should be read in conjunction with Seritage Growth’s Registration Statement on Form S-11 dated June 8, 2015 and declared effective by the Securities and Exchange Commission (“SEC”) on June 9, 2015 (as amended). |
| Use of Estimates | Use of Estimates The Company has made a number of estimates, judgments and assumptions that affect the reported amounts of assets in the Combined Statements of Investments. Estimates are required in order for us to prepare the Combined Statements of Investments in conformity with GAAP. Significant estimates, judgments and assumptions are required in a number of areas, including, but not limited to, determining the useful lives of real estate properties and evaluating the impairment of long-lived assets. We have based these estimates, judgments and assumptions on historical experience and various other factors that we believe to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions and conditions. |
| Land, Buildings and Improvements | Land, Buildings and Improvements Land and buildings are recorded at cost, less accumulated depreciation. Additions and substantial improvements are capitalized and include expenditures that materially extend the useful lives of existing facilities. Maintenance and repairs that do not materially improve or extend the lives of the respective assets are expensed as incurred. Depreciation expense is recorded over the estimated useful lives of the respective assets using the straight-line method for financial statement purposes. The range of lives is generally 20 to 50 years for buildings and improvements. Land, buildings and improvements, net have been derived from the accounting records of Sears Holdings using the historical basis of assets of Sears Holdings. The range of lives for buildings and improvements, and resulting depreciation expense, is based on the accounting policies of Sears Holdings. |
| Impairment of Long-Lived Assets | Impairment of Long-Lived Assets In accordance with accounting standards governing the impairment or disposal of long-lived assets, the carrying value of long-lived assets, including land, buildings and improvements, and definite-lived intangible assets, is evaluated whenever events or changes in circumstances indicate that a potential impairment has occurred relative to a given asset or assets. Factors that could result in an impairment review include, but are not limited to, a current period cash flow loss combined with a history of cash flow losses, current cash flows that may be insufficient to recover the investment in the property over the remaining useful life, a projection that demonstrates continuing losses associated with the use of a long-lived asset, significant changes in the manner of use of the assets, or significant changes in business strategies. An impairment loss is recognized when the estimated undiscounted cash flows expected to result from the use of the asset plus net proceeds expected from disposition of the asset (if any) are less than the carrying value of the asset. When an impairment loss is recognized, the carrying amount of the asset is reduced to its estimated fair value as determined based on quoted market prices or through the use of other valuation techniques. |
| Joint Venture [Member] | |
| Basis of Presentation | Basis of Presentation The accompanying Combined Statements of Investments reflect the 31 properties directly attributable to Sears Holdings’ real estate holdings that are now 50% owned indirectly through the JV Interests by Operating Partnership or its subsidiaries pursuant to the Transaction. The Combined Statements of Investments are prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) as established by the Financial Accounting Standards Board (“FASB”) in the Accounting Standards Codification (“ASC”) including modifications issued under Accounting Standards Updates (“ASU”). The Combined Statements of Investments have been derived from the accounting records of Sears Holdings using the historical basis of assets of Sears Holdings. The Company believes the assumptions underlying the Combined Statements of Investments are reasonable. However, the Combined Statements of Investments included herein may not necessarily reflect our financial position in the future or what their financial position would have been had Seritage Growth operated independently from Sears Holdings as of the date presented. The Combined Statements of Investments included in this report are unaudited. In the Company’s opinion, all adjustments necessary for a fair presentation of such Combined Statements of Investments have been included. Such adjustments consisted of normal recurring items. Interim results are not necessarily indicative of results for a full year. The Combined Statements of Investments and notes are presented as permitted by Form 10-Q and certain information included in our annual Combined Statements of Investments and notes thereto has been condensed or omitted. These Combined Statements of Investments should be read in conjunction with Seritage Growth’s Registration Statement on Form S-11 dated June 8, 2015 and declared effective by the Securities and Exchange Commission (“SEC”) on June 9, 2015 (as amended). |
| Use of Estimates | Use of Estimates The Company has made a number of estimates, judgments and assumptions that affect the reported amounts of assets in the Combined Statements of Investments. Estimates are required in order for us to prepare the Combined Statements of Investments in conformity with GAAP. Significant estimates, judgments and assumptions are required in a number of areas, including, but not limited to, determining the useful lives of real estate properties and evaluating the impairment of long-lived assets. We have based these estimates, judgments and assumptions on historical experience and various other factors that it believes to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions and conditions. |
| Land, Buildings and Improvements | Land, Buildings and Improvements Land and buildings are recorded at cost, less accumulated depreciation. Additions and substantial improvements are capitalized and include expenditures that materially extend the useful lives of existing facilities. Maintenance and repairs that do not materially improve or extend the lives of the respective assets are expensed as incurred. Depreciation expense is recorded over the estimated useful lives of the respective assets using the straight-line method for financial statement purposes. The range of lives is generally 20 to 50 years for buildings and improvements. Land, buildings and improvements, net have been derived from the accounting records of Sears Holdings using the historical basis of assets of Sears Holdings. The range of lives for buildings and improvements, and resulting depreciation expense, is based on the accounting policies of Sears Holdings. |
| Impairment of Long-Lived Assets | Impairment of Long-Lived Assets In accordance with accounting standards governing the impairment or disposal of long-lived assets, the carrying value of long-lived assets, including land, buildings and improvements, and definite-lived intangible assets, is evaluated whenever events or changes in circumstances indicate that a potential impairment has occurred relative to a given asset or assets. Factors that could result in an impairment review include, but are not limited to, a current period cash flow loss combined with a history of cash flow losses, current cash flows that may be insufficient to recover the investment in the property over the remaining useful life, a projection that demonstrates continuing losses associated with the use of a long-lived asset, significant changes in the manner of use of the assets, or significant changes in business strategies. An impairment loss is recognized when the estimated undiscounted cash flows expected to result from the use of the asset plus net proceeds expected from disposition of the asset (if any) are less than the carrying value of the asset. When an impairment loss is recognized, the carrying amount of the asset is reduced to its estimated fair value as determined based on quoted market prices or through the use of other valuation techniques. |
| Below-Market Ground Leases | Below-Market Ground Leases Below-market ground leases are recorded based on their acquisition date fair value and are amortized over the remaining lives of the respective ground leases. The below-market ground lease is amortized over the remaining useful life of approximately 87 years. Below-market ground leases have been derived from the accounting records of Sears Holdings using the historical basis of assets of Sears Holdings. The range of lives, and resulting amortization expense, is based on the accounting policies of Sears Holdings. |
Subsequent Events (Tables)
| Subsequent Events (Tables) | 6 Months Ended |
| Jun. 30, 2015 | |
| Subsequent Events [Abstract] | |
| Summary of Preliminary Allocation of Purchase Price | The following table summarizes the preliminary allocation of the purchase price for the Transaction (in millions). Land, buildings and improvements, net $ 1,992 In-place tenant leases 157 Deferred expenses, net 96 Below-market ground lease 14 Above-market leases 1 Below-market leases (12 ) Investment in unconsolidated real estate affiliates 429 Total purchase price $ 2,677 |
| Summary of Pro Forma Information | The following table presents the unaudited pro forma financial results as if the Transaction had occurred on June 3, 2015 (Formation Date) (in thousands). Period from Pro forma revenues $ 19,240 Pro forma net loss attributable to common shareholders (10,827 ) |
Land, Buildings and Improveme18
| Land, Buildings and Improvements (Tables) | 6 Months Ended |
| Jun. 30, 2015 | |
| Sears Holdings Corporation [Member] | |
| Summary of Land Buildings and Improvements, Net of Accumulated Depreciation | Land, buildings and improvements, net of accumulated depreciation consists of the following (in thousands): June 30, 2015 December 31, 2014 Land $ 718,720 $ 718,720 Buildings and improvements 1,308,899 1,293,867 Gross land, buildings and improvements 2,027,619 2,012,587 Less: accumulated depreciation (740,196 ) (704,779 ) Land, buildings and improvements, net $ 1,287,423 $ 1,307,808 |
| Joint Venture [Member] | |
| Summary of Land Buildings and Improvements, Net of Accumulated Depreciation | Land, buildings and improvements, net of accumulated depreciation consists of the following (in thousands): June 30, 2015 December 31, 2014 Land $ 132,243 $ 132,243 Buildings and improvements 266,861 265,220 Gross land, buildings and improvements 399,104 397,463 Less: accumulated depreciation (162,131 ) (154,885 ) Land, buildings and improvements, net $ 236,973 $ 242,578 |
Below-Market Ground Leases (Tab
| Below-Market Ground Leases (Tables) - Joint Venture [Member] | 6 Months Ended |
| Jun. 30, 2015 | |
| Below-Market Ground Lease | The following summarizes our below-market ground leases (in thousands): June 30, 2015 December 31, 2014 Below-market ground leases $ 1,066 $ 1,066 Less: accumulated amortization (125 ) (119 ) Below-market ground leases, net $ 941 $ 947 |
| Expected Amortization for Below-Market Ground Leases | The expected amortization for below-market ground leases for the years ending is as follows (in thousands): Expected Amortization Year Amount 2015 (remainder) $ 6 2016 12 2017 12 2018 12 2019 12 Thereafter 887 |
Business - Additional Informati
| Business - Additional Information (Detail) $ in Millions | Jul. 07, 2015USD ($)PropertyFacilityJointVenture | Jun. 30, 2015PropertyFacility |
| Joint Venture [Member] | ||
| Real Estate Properties [Line Items] | ||
| Number of real estate properties acquired | 31 | |
| Number of retail facilities | Facility | 28 | |
| Number of retail facilities subject to ground lease | Facility | 1 | |
| Number of retail facilities subject to lease | Facility | 2 | |
| Sears Holdings Corporation [Member] | Joint Venture [Member] | ||
| Real Estate Properties [Line Items] | ||
| Number of real estate properties acquired | 31 | |
| Interests in joint ventures acquired | 50.00% | |
| Subsequent Event [Member] | Joint Venture [Member] | ||
| Real Estate Properties [Line Items] | ||
| Business acquisition fair value, purchase price | $ | $ 429 | |
| Number of real estate properties acquired | 31 | |
| Interests in joint ventures acquired | 50.00% | |
| Subsequent Event [Member] | Sears Holdings Corporation [Member] | ||
| Real Estate Properties [Line Items] | ||
| Business acquisition fair value, purchase price | $ | $ 2,700 | |
| Number of real estate properties acquired | 234 | |
| Number of ground leased properties acquired | 1 | |
| Interests in joint ventures acquired | 50.00% | |
| Number of joint venture acquired | JointVenture | 3 | |
| Number of retail facilities | Facility | 234 | |
| Number of retail facilities subject to ground lease | Facility | 1 | |
| Subsequent Event [Member] | Sears Holdings Corporation [Member] | Joint Venture [Member] | ||
| Real Estate Properties [Line Items] | ||
| Number of retail facilities | 28 | |
| Number of retail facilities subject to ground lease | 1 | |
| Number of retail facilities subject to lease | 2 |
Summary of Significant Accoun21
| Summary of Significant Accounting Policies - Additional Information (Detail) - Subsequent Event [Member] $ in Millions | Jul. 07, 2015USD ($) |
| Summary Of Significant Accounting Policies [Line Items] | |
| Organization costs | $ 1 |
| Rights Offering [Member] | |
| Summary Of Significant Accounting Policies [Line Items] | |
| Payments of stock offering costs | $ 7.9 |
Shareholder's Equity - Addition
| Shareholder's Equity - Additional Information (Detail) - USD ($) | 6 Months Ended | |
| Jun. 30, 2015 | Jun. 03, 2015 | |
| Stockholders' Equity Note [Abstract] | ||
| Issuance of common stock | 100 | |
| Common shares, par value | $ 0.01 | $ 0.01 |
| Total equity | $ 2,958 | $ 2,958 |
Concentration of Credit Risks -
| Concentration of Credit Risks - Additional Information (Detail) - Jun. 30, 2015 - Sears Holdings Corporation [Member] | PropertyStates |
| Concentration Risk [Line Items] | |
| Percentage of aggregate annual rental payment | 20.00% |
| Number of wholly owned properties acquired | 235 |
| Number of states in properties located | States | 49 |
| GGP JV [Member] | |
| Concentration Risk [Line Items] | |
| Number of joint venture properties | 4 |
| Simon JV [Member] | Maximum [Member] | |
| Concentration Risk [Line Items] | |
| Number of joint venture properties | 3 |
| Macerich JV [Member] | Maximum [Member] | |
| Concentration Risk [Line Items] | |
| Number of joint venture properties | 3 |
Related Party Disclosure - Addi
| Related Party Disclosure - Additional Information (Detail) - ESL [Member] | Jul. 07, 2015 | Jun. 30, 2015 |
| Subsequent Event [Member] | ||
| Related Party Transaction [Line Items] | ||
| Ownership interest percentage held by related party | 43.50% | |
| Subsequent Event [Member] | Class A Common Shares [Member] | ||
| Related Party Transaction [Line Items] | ||
| Ownership interest percentage held by related party | 4.00% | |
| Subsequent Event [Member] | Class B Common Shares [Member] | ||
| Related Party Transaction [Line Items] | ||
| Ownership interest percentage held by related party | 100.00% | |
| Sears Holdings Corporation [Member] | ||
| Related Party Transaction [Line Items] | ||
| Ownership interest percentage held by related party | 48.00% | |
| Sears Holdings Corporation [Member] | Subsequent Event [Member] | ||
| Related Party Transaction [Line Items] | ||
| Ownership interest percentage held by related party | 43.50% | |
| Sears Holdings Corporation [Member] | Subsequent Event [Member] | Class A Common Shares [Member] | ||
| Related Party Transaction [Line Items] | ||
| Ownership interest percentage held by related party | 4.00% | |
| Sears Holdings Corporation [Member] | Subsequent Event [Member] | Class B Common Shares [Member] | ||
| Related Party Transaction [Line Items] | ||
| Ownership interest percentage held by related party | 100.00% |
Legal Proceedings - Additional
| Legal Proceedings - Additional Information (Detail) - Lawsuits | 1 Months Ended | |
| Jun. 30, 2015 | May. 31, 2015 | |
| Loss Contingency [Abstract] | ||
| Number of Sears Holdings shareholders filed lawsuits | 4 | 4 |
Subsequent Events - Additional
| Subsequent Events - Additional Information (Detail) $ in Millions | Jul. 07, 2015USD ($)Property | Jun. 30, 2015 |
| Sears Holdings Corporation [Member] | ESL [Member] | ||
| Subsequent Event [Line Items] | ||
| Ownership interest percentage held by related party | 48.00% | |
| Subsequent Event [Member] | ||
| Subsequent Event [Line Items] | ||
| Acquisition related costs | $ 18 | |
| Depreciation and amortization | $ 8.5 | |
| Transition service agreement period | 18 months | |
| Subsequent Event [Member] | Subsidiary of Simon Property Group Inc [Member] | Class A Common Shares [Member] | ||
| Subsequent Event [Line Items] | ||
| Proceeds from private placement | $ 33.3 | |
| Subsequent Event [Member] | Subsidiary of General Growth Properties Inc [Member] | Class A Common Shares [Member] | ||
| Subsequent Event [Line Items] | ||
| Proceeds from private placement | $ 33.3 | |
| Subsequent Event [Member] | ESL [Member] | ||
| Subsequent Event [Line Items] | ||
| Ownership interest percentage held by related party | 43.50% | |
| Subsequent Event [Member] | ESL [Member] | Class A Common Shares [Member] | ||
| Subsequent Event [Line Items] | ||
| Ownership interest percentage held by related party | 4.00% | |
| Subsequent Event [Member] | ESL [Member] | Class B Common Shares [Member] | ||
| Subsequent Event [Line Items] | ||
| Proceeds from sale of common stock | $ 0.9 | |
| Ownership interest percentage held by related party | 100.00% | |
| Subsequent Event [Member] | Sears Holdings Corporation [Member] | ||
| Subsequent Event [Line Items] | ||
| Number of real estate properties acquired | Property | 234 | |
| Number of ground leased properties acquired | Property | 1 | |
| Interests in joint ventures acquired | 50.00% | |
| Number of joint venture interest properties | Property | 31 | |
| Business acquisition fair value, purchase price | $ 2,700 | |
| Undrawn loan amount | 100 | |
| Subsequent Event [Member] | Sears Holdings Corporation [Member] | Mortgage Loan [Member] | ||
| Subsequent Event [Line Items] | ||
| Loan, face amount | 925 | |
| Subsequent Event [Member] | Sears Holdings Corporation [Member] | Mezzanine Mortgage Loan [Member] | ||
| Subsequent Event [Line Items] | ||
| Loan, face amount | 236.2 | |
| Subsequent Event [Member] | Sears Holdings Corporation [Member] | Class A Common Shares [Member] | ||
| Subsequent Event [Line Items] | ||
| Proceeds from sale of common stock | 660.6 | |
| Subsequent Event [Member] | Sears Holdings Corporation [Member] | Class B Common Shares [Member] | ||
| Subsequent Event [Line Items] | ||
| Proceeds from sale of common stock | 0.9 | |
| Subsequent Event [Member] | Sears Holdings Corporation [Member] | Class C Common Shares [Member] | ||
| Subsequent Event [Line Items] | ||
| Proceeds from sale of common stock | 200.9 | |
| Subsequent Event [Member] | Sears Holdings Corporation [Member] | Subsidiary of Simon Property Group Inc [Member] | Class A Common Shares [Member] | ||
| Subsequent Event [Line Items] | ||
| Proceeds from private placement | 33.3 | |
| Subsequent Event [Member] | Sears Holdings Corporation [Member] | Subsidiary of General Growth Properties Inc [Member] | Class A Common Shares [Member] | ||
| Subsequent Event [Line Items] | ||
| Proceeds from private placement | $ 33.3 | |
| Subsequent Event [Member] | Sears Holdings Corporation [Member] | ESL [Member] | ||
| Subsequent Event [Line Items] | ||
| Ownership interest percentage held by related party | 43.50% | |
| Subsequent Event [Member] | Sears Holdings Corporation [Member] | ESL [Member] | Class A Common Shares [Member] | ||
| Subsequent Event [Line Items] | ||
| Ownership interest percentage held by related party | 4.00% | |
| Subsequent Event [Member] | Sears Holdings Corporation [Member] | ESL [Member] | Class B Common Shares [Member] | ||
| Subsequent Event [Line Items] | ||
| Ownership interest percentage held by related party | 100.00% |
Subsequent Events - Summary of
| Subsequent Events - Summary of Preliminary Allocation of Purchase Price (Detail) - Sears Holdings Corporation [Member] - Subsequent Event [Member] $ in Millions | Jul. 07, 2015USD ($) |
| Business Acquisition [Line Items] | |
| Land, buildings and improvements, net | $ 1,992 |
| In-place tenant leases | 157 |
| Deferred expenses, net | 96 |
| Below-market ground lease | 14 |
| Above-market leases | 1 |
| Below-market leases | (12) |
| Investment in unconsolidated real estate affiliates | 429 |
| Total purchase price | $ 2,677 |
Subsequent Events - Summary o28
| Subsequent Events - Summary of Pro Forma Information (Detail) - Sears Holdings Corporation [Member] $ in Thousands | 1 Months Ended |
| Jun. 30, 2015USD ($) | |
| Business Acquisition [Line Items] | |
| Pro forma revenues | $ 19,240 |
| Pro forma net loss attributable to common shareholders | $ (10,827) |
Subsequent Events - Master Leas
| Subsequent Events - Master Lease - Additional Information (Detail) - Jul. 07, 2015 - Subsequent Event [Member] $ in Millions | USD ($)Options |
| Subsequent Event [Line Items] | |
| Initial term of master lease | 10 years |
| Renewal period of leases | 5 years |
| Final option renewal period | 4 years |
| Base rent paid by Sears Holdings and subsidiaries under master lease | $ | $ 134 |
| Percentage of increase annual lease rent | 2.00% |
| Five Year Renewal Member [Member] | |
| Subsequent Event [Line Items] | |
| Number of options for renewal of lease | 3 |
| Four Year Renewal [Member] | |
| Subsequent Event [Line Items] | |
| Number of options for renewal of lease | 1 |
Subsequent Events - Unregistere
| Subsequent Events - Unregistered Sales of Equity Securities - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | Jul. 07, 2015 | Jun. 30, 2015 | Jun. 03, 2015 |
| Subsequent Event [Line Items] | |||
| Common shares, issued and sold | 100 | 100 | |
| Common shares, par value | $ 0.01 | $ 0.01 | |
| Subsequent Event [Member] | Subsidiary of General Growth Properties Inc [Member] | Class A Common Shares [Member] | |||
| Subsequent Event [Line Items] | |||
| Common shares, issued and sold | 1,125,760 | ||
| Common shares, issued price per share | $ 29.58 | ||
| Proceeds from private placement | $ 33.3 | ||
| Subsequent Event [Member] | Subsidiary of Simon Property Group Inc [Member] | Class A Common Shares [Member] | |||
| Subsequent Event [Line Items] | |||
| Common shares, issued and sold | 1,125,760 | ||
| Common shares, issued price per share | $ 29.58 | ||
| Proceeds from private placement | $ 33.3 | ||
| Subsequent Event [Member] | ESL [Member] | Class B Common Shares [Member] | |||
| Subsequent Event [Line Items] | |||
| Common shares, issued and sold | 1,589,020 | ||
| Common shares, par value | $ 0.01 | ||
| Proceeds from sale of common stock | $ 0.9 |
Subsequent Events - Creation of
| Subsequent Events - Creation of a Direct Financial Obligation - Additional Information (Detail) - Subsequent Event [Member] - USD ($) $ in Millions | Jul. 09, 2015 | Jul. 07, 2015 |
| Interest Rate Cap [Member] | ||
| Subsequent Event [Line Items] | ||
| Term of derivative | 4 years | |
| Interest Rate Cap [Member] | London Interbank Offered Rates (LIBOR) [Member] | ||
| Subsequent Event [Line Items] | ||
| Derivative strike rate | 3.50% | |
| JPMorgan Chase Bank National Association and H/2 Special Opportunities III Funding LLC [Member] | Mortgage Loan [Member] | ||
| Subsequent Event [Line Items] | ||
| Loan, face amount | $ 925 | |
| JPMorgan Chase Bank National Association and H/2 Special Opportunities III Funding LLC [Member] | Mezzanine Mortgage Loan [Member] | ||
| Subsequent Event [Line Items] | ||
| Loan, face amount | $ 236 |
Subsequent Events - Form S-8 Re
| Subsequent Events - Form S-8 Registration Statement - Additional Information (Detail) | Jul. 07, 2015shares |
| Subsequent Event [Member] | Class A Common Shares [Member] | |
| Subsequent Event [Line Items] | |
| Common shares registered under Form S-8 | 3,250,000 |
Investments of Real Estate Asse
| Investments of Real Estate Assets - Business - Additional Information (Detail) - Sears Holdings Corporation [Member] ft² in Millions | Jul. 07, 2015ft²PropertyFacilityStates | Jun. 30, 2015States |
| Real Estate Properties [Line Items] | ||
| Number of states in properties located | States | 49 | |
| Subsequent Event [Member] | ||
| Real Estate Properties [Line Items] | ||
| Number of real estate properties acquired | 234 | |
| Number of ground leased properties acquired | 1 | |
| Number of retail facilities | Facility | 234 | |
| Number of retail facilities subject to ground lease | Facility | 1 | |
| Number of square feet of building space | ft² | 36.9 | |
| Number of states in properties located | States | 49 | |
| Subsequent Event [Member] | Kmart Brand [Member] | ||
| Real Estate Properties [Line Items] | ||
| Number of real estate properties acquired | 84 | |
| Subsequent Event [Member] | Sears Brand [Member] | ||
| Real Estate Properties [Line Items] | ||
| Number of real estate properties acquired | 140 | |
| Subsequent Event [Member] | Third Party [Member] | ||
| Real Estate Properties [Line Items] | ||
| Number of real estate properties acquired | 11 |
Investments of Real Estate As34
| Investments of Real Estate Assets - Summary of Significant Accounting Policies - Additional Information (Detail) - Sears Holdings Corporation [Member] - Buildings and Improvements [Member] | 6 Months Ended |
| Jun. 30, 2015 | |
| Minimum [Member] | |
| Summary Of Significant Accounting Policies [Line Items] | |
| Estimated useful lives | 20 years |
| Maximum [Member] | |
| Summary Of Significant Accounting Policies [Line Items] | |
| Estimated useful lives | 50 years |
Investments of Real Estate As35
| Investments of Real Estate Assets - Land, Buildings and Improvements - Summary of Land, Buildings and Improvements, Net of Accumulated Depreciation (Detail) - Sears Holdings Corporation [Member] - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
| Property, Plant and Equipment [Line Items] | ||
| Gross land, buildings and improvements | $ 2,027,619 | $ 2,012,587 |
| Less: accumulated depreciation | (740,196) | (704,779) |
| Land, buildings and improvements, net | 1,287,423 | 1,307,808 |
| Land [Member] | ||
| Property, Plant and Equipment [Line Items] | ||
| Gross land, buildings and improvements | 718,720 | 718,720 |
| Buildings and Improvements [Member] | ||
| Property, Plant and Equipment [Line Items] | ||
| Gross land, buildings and improvements | $ 1,308,899 | $ 1,293,867 |
Investments of Real Estate As36
| Investments of Real Estate Assets - Concentration of Credit Risks - Additional Information (Detail) - Jun. 30, 2015 - Sears Holdings Corporation [Member] | PropertyStates |
| Concentration Risk [Line Items] | |
| Percentage of aggregate annual rental payment | 20.00% |
| Number of wholly owned properties acquired | 235 |
| Number of states in properties located | States | 49 |
| GGP JV [Member] | |
| Concentration Risk [Line Items] | |
| Number of joint venture properties | 4 |
| Simon JV [Member] | Maximum [Member] | |
| Concentration Risk [Line Items] | |
| Number of joint venture properties | 3 |
| Macerich JV [Member] | Maximum [Member] | |
| Concentration Risk [Line Items] | |
| Number of joint venture properties | 3 |
Investments of Real Estate As37
| Investments of Real Estate Assets - Related Party Disclosure - Additional Information (Detail) - ESL [Member] | Jul. 07, 2015 | Jun. 30, 2015 |
| Subsequent Event [Member] | ||
| Related Party Transaction [Line Items] | ||
| Ownership interest percentage held by related party | 43.50% | |
| Subsequent Event [Member] | Class A Common Shares [Member] | ||
| Related Party Transaction [Line Items] | ||
| Ownership interest percentage held by related party | 4.00% | |
| Subsequent Event [Member] | Class B Common Shares [Member] | ||
| Related Party Transaction [Line Items] | ||
| Ownership interest percentage held by related party | 100.00% | |
| Sears Holdings Corporation [Member] | ||
| Related Party Transaction [Line Items] | ||
| Ownership interest percentage held by related party | 48.00% | |
| Sears Holdings Corporation [Member] | Subsequent Event [Member] | ||
| Related Party Transaction [Line Items] | ||
| Ownership interest percentage held by related party | 43.50% | |
| Sears Holdings Corporation [Member] | Subsequent Event [Member] | Class A Common Shares [Member] | ||
| Related Party Transaction [Line Items] | ||
| Ownership interest percentage held by related party | 4.00% | |
| Sears Holdings Corporation [Member] | Subsequent Event [Member] | Class B Common Shares [Member] | ||
| Related Party Transaction [Line Items] | ||
| Ownership interest percentage held by related party | 100.00% |
Investments of Real Estate As38
| Investments of Real Estate Assets - Legal Proceedings - Additional Information (Detail) - Lawsuits | 1 Months Ended | |
| Jun. 30, 2015 | May. 31, 2015 | |
| Loss Contingencies [Line Items] | ||
| Number of Sears Holdings shareholders filed lawsuits | 4 | 4 |
| Sears Holdings Corporation [Member] | ||
| Loss Contingencies [Line Items] | ||
| Number of Sears Holdings shareholders filed lawsuits | 4 | 4 |
Investments of Real Estate As39
| Investments of Real Estate Assets - Subsequent Events - Additional Information (Detail) - Jul. 07, 2015 - Subsequent Event [Member] - Sears Holdings Corporation [Member] $ in Billions | USD ($)Property |
| Subsequent Event [Line Items] | |
| Number of acquired properties | Property | 235 |
| Cost of acquired properties | $ 2.2 |
Investments of Real Estate As40
| Investments of Real Estate Assets of JV Properties - Business - Additional Information (Detail) - Joint Venture [Member] | Jul. 07, 2015Property | Jun. 30, 2015PropertyFacility |
| Real Estate Properties [Line Items] | ||
| Number of real estate properties acquired | 31 | |
| Number of retail facilities | Facility | 28 | |
| Number of retail facilities subject to ground lease | Facility | 1 | |
| Number of retail facilities subject to lease | Facility | 2 | |
| Number of states in properties located | 17 | |
| Subsequent Event [Member] | ||
| Real Estate Properties [Line Items] | ||
| Number of real estate properties acquired | 31 | |
| Interests in joint ventures acquired | 50.00% | |
| Subsequent Event [Member] | GGP JV [Member] | ||
| Real Estate Properties [Line Items] | ||
| Number of real estate properties acquired | 12 | |
| Subsequent Event [Member] | Simon JV [Member] | ||
| Real Estate Properties [Line Items] | ||
| Number of real estate properties acquired | 10 | |
| Subsequent Event [Member] | Macerich JV [Member] | ||
| Real Estate Properties [Line Items] | ||
| Number of real estate properties acquired | 9 |
Investments of Real Estate As41
| Investments of Real Estate Assets of JV Properties - Summary of Significant Accounting Policies - Additional Information (Detail) - Jun. 30, 2015 - Property | Total |
| Joint Venture [Member] | |
| Summary Of Significant Accounting Policies [Line Items] | |
| Number of real estate properties acquired | 31 |
| Joint Venture [Member] | Leases, Acquired-in-Place, Market Adjustment [Member] | |
| Summary Of Significant Accounting Policies [Line Items] | |
| Remaining useful life of market ground lease | 87 years |
| Joint Venture [Member] | Minimum [Member] | Buildings and Improvements [Member] | |
| Summary Of Significant Accounting Policies [Line Items] | |
| Estimated useful lives | 20 years |
| Joint Venture [Member] | Maximum [Member] | Buildings and Improvements [Member] | |
| Summary Of Significant Accounting Policies [Line Items] | |
| Estimated useful lives | 50 years |
| Sears Holdings Corporation [Member] | Minimum [Member] | Buildings and Improvements [Member] | |
| Summary Of Significant Accounting Policies [Line Items] | |
| Estimated useful lives | 20 years |
| Sears Holdings Corporation [Member] | Maximum [Member] | Buildings and Improvements [Member] | |
| Summary Of Significant Accounting Policies [Line Items] | |
| Estimated useful lives | 50 years |
| Sears Holdings Corporation [Member] | Joint Venture [Member] | |
| Summary Of Significant Accounting Policies [Line Items] | |
| Number of real estate properties acquired | 31 |
| Interests in joint ventures acquired | 50.00% |
Investments of Real Estate As42
| Investments of Real Estate Assets of JV Properties - Land, Buildings and Improvements - Summary of Land, Buildings and Improvements, Net of Accumulated Depreciation (Detail) - Joint Venture [Member] - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
| Property, Plant and Equipment [Line Items] | ||
| Gross land, buildings and improvements | $ 399,104 | $ 397,463 |
| Less: accumulated depreciation | (162,131) | (154,885) |
| Land, buildings and improvements, net | 236,973 | 242,578 |
| Land [Member] | ||
| Property, Plant and Equipment [Line Items] | ||
| Gross land, buildings and improvements | 132,243 | 132,243 |
| Buildings and Improvements [Member] | ||
| Property, Plant and Equipment [Line Items] | ||
| Gross land, buildings and improvements | $ 266,861 | $ 265,220 |
Investments of Real Estate As43
| Investments of Real Estate Assets of JV Properties - Below-Market Ground Leases - Below-Market Ground Lease (Detail) - Joint Venture [Member] - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
| Real Estate Properties [Line Items] | ||
| Below-market ground leases | $ 1,066 | $ 1,066 |
| Less: accumulated amortization | (125) | (119) |
| Below-market ground leases, net | $ 941 | $ 947 |
Investments of Real Estate As44
| Investments of Real Estate Assets of JV Properties - Below-Market Ground Leases - Expected Amortization for Below-Market Ground Leases (Detail) - Joint Venture [Member] - Leases, Acquired-in-Place, Market Adjustment [Member] $ in Thousands | Jun. 30, 2015USD ($) |
| Finite-Lived Intangible Assets [Line Items] | |
| 2015 (remainder) | $ 6 |
| 2,016 | 12 |
| 2,017 | 12 |
| 2,018 | 12 |
| 2,019 | 12 |
| Thereafter | $ 887 |
Investments of Real Estate As45
| Investments of Real Estate Assets of JV Properties - Concentration of Credit Risks - Additional Information (Detail) - Jun. 30, 2015 | PropertyStates |
| Sears Holdings Corporation [Member] | |
| Concentration Risk [Line Items] | |
| Percentage of aggregate annual rental payment | 20.00% |
| Number of wholly owned properties acquired | 235 |
| Number of states in properties located | States | 49 |
| Joint Venture [Member] | |
| Concentration Risk [Line Items] | |
| Number of states in properties located | 17 |
| Joint Venture [Member] | Sears Holdings Corporation [Member] | |
| Concentration Risk [Line Items] | |
| Percentage of aggregate annual rental payment | 20.00% |
| Number of wholly owned properties acquired | 235 |
| Number of states in properties located | States | 49 |
| GGP JV [Member] | Sears Holdings Corporation [Member] | |
| Concentration Risk [Line Items] | |
| Number of joint venture properties | 4 |
| GGP JV [Member] | Joint Venture [Member] | Sears Holdings Corporation [Member] | |
| Concentration Risk [Line Items] | |
| Number of joint venture properties | 4 |
| Simon JV [Member] | Sears Holdings Corporation [Member] | Maximum [Member] | |
| Concentration Risk [Line Items] | |
| Number of joint venture properties | 3 |
| Simon JV [Member] | Joint Venture [Member] | Sears Holdings Corporation [Member] | Maximum [Member] | |
| Concentration Risk [Line Items] | |
| Number of joint venture properties | 3 |
| Macerich JV [Member] | Sears Holdings Corporation [Member] | Maximum [Member] | |
| Concentration Risk [Line Items] | |
| Number of joint venture properties | 3 |
| Macerich JV [Member] | Joint Venture [Member] | Sears Holdings Corporation [Member] | Maximum [Member] | |
| Concentration Risk [Line Items] | |
| Number of joint venture properties | 3 |
Investments of Real Estate As46
| Investments of Real Estate Assets of JV Properties - Related Party Disclosure - Additional Information (Detail) - ESL [Member] | Jul. 07, 2015 | Jun. 30, 2015 |
| Subsequent Event [Member] | ||
| Related Party Transaction [Line Items] | ||
| Ownership interest percentage held by related party | 43.50% | |
| Subsequent Event [Member] | Class A Common Shares [Member] | ||
| Related Party Transaction [Line Items] | ||
| Ownership interest percentage held by related party | 4.00% | |
| Subsequent Event [Member] | Class B Common Shares [Member] | ||
| Related Party Transaction [Line Items] | ||
| Ownership interest percentage held by related party | 100.00% | |
| Joint Venture [Member] | Subsequent Event [Member] | ||
| Related Party Transaction [Line Items] | ||
| Ownership interest percentage held by related party | 43.50% | |
| Joint Venture [Member] | Subsequent Event [Member] | Class A Common Shares [Member] | ||
| Related Party Transaction [Line Items] | ||
| Ownership interest percentage held by related party | 4.00% | |
| Joint Venture [Member] | Subsequent Event [Member] | Class B Common Shares [Member] | ||
| Related Party Transaction [Line Items] | ||
| Ownership interest percentage held by related party | 100.00% | |
| Sears Holdings Corporation [Member] | ||
| Related Party Transaction [Line Items] | ||
| Ownership interest percentage held by related party | 48.00% | |
| Sears Holdings Corporation [Member] | Subsequent Event [Member] | ||
| Related Party Transaction [Line Items] | ||
| Ownership interest percentage held by related party | 43.50% | |
| Sears Holdings Corporation [Member] | Subsequent Event [Member] | Class A Common Shares [Member] | ||
| Related Party Transaction [Line Items] | ||
| Ownership interest percentage held by related party | 4.00% | |
| Sears Holdings Corporation [Member] | Subsequent Event [Member] | Class B Common Shares [Member] | ||
| Related Party Transaction [Line Items] | ||
| Ownership interest percentage held by related party | 100.00% | |
| Sears Holdings Corporation [Member] | Joint Venture [Member] | ||
| Related Party Transaction [Line Items] | ||
| Ownership interest percentage held by related party | 48.00% |
Investments of Real Estate As47
| Investments of Real Estate Assets of JV Properties - Legal Proceedings - Additional Information (Detail) - Lawsuits | 1 Months Ended | |
| Jun. 30, 2015 | May. 31, 2015 | |
| Loss Contingencies [Line Items] | ||
| Number of Sears Holdings shareholders filed lawsuits | 4 | 4 |
| Joint Venture [Member] | ||
| Loss Contingencies [Line Items] | ||
| Number of Sears Holdings shareholders filed lawsuits | 4 | 4 |
Investments of Real Estate As48
| Investments of Real Estate Assets of JV Properties - Subsequent Events - Additional Information (Detail) $ in Millions | Jul. 07, 2015USD ($) |
| Subsequent Event [Member] | Joint Venture [Member] | |
| Subsequent Event [Line Items] | |
| Business acquisition fair value, purchase price | $ 429 |