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. |