Case 20-13076-BLS Doc 351 Filed 01/18/21 Page 1 of 14
IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE
In re: Chapter 11 Case No. 20-13076 (BLS) FRANCESCA’S HOLDINGS CORPORATION, et (Jointly Administered) al.,1 Debtors. Obj. Deadline: Jan. 18, 2021 @ 5:00 p.m. Sale Hearing: Jan. 21, 2021 @ 11:00 a.m.
Re: Docket Nos. 45, 262, 266, 271 and 295
LIMITED OBJECTION OF BROOKFIELD PROPERTIES RETAIL, INC., HINES GLOBAL REIT, JONES LANG LASALLE AMERICAS, INC., QIC PROPERTIES US, INC., REGENCY CENTERS L.P., TANGER FACTORY OUTLET CENTERS, INC., TEACHER’S INSURANCE AND ANNUITY ASSOCIATION OF AMERICA, TURNBERRY ASSOCIATES AND THE WOODMONT COMPANY TO CURE AMOUNTS, INCLUDING STUB RENT AMOUNTS, AND PROPOSED ASSUMPTION AND ASSIGNMENT OF LEASES
Brookfield Properties Retail, Inc., Hines Global REIT, Jones Lang Lasalle
Americas, Inc., QIC Properties US, Inc., Regency Centers L.P., Tanger Factory Outlet Centers,
Inc., Teacher’s Insurance and Annuity Association of America, Turnberry Associates and The
Woodmont Company (collectively, the “Landlords”) submit this limited objection (the
“Objection”) to the potential assumption and assignment of their Leases (as defined below) by the above-captioned debtors (the “Debtors”). In support of this Objection, the Landlords respectfully state as follows:
PRELIMINARY STATEMENT
1. The Landlords do not object to the assumption and assignment of the
Leases to a qualified operator per se, but file this limited Objection to address two key issues: cure amounts must include all amounts due and owing under the Leases, and the Debtors must
1 The Debtors in these cases, along with the last four digits of each Debtor’s federal tax identification number, are Francesca’s Holdings Corporation (4704), Francesca’s LLC (2500), Francesca’s Collections, Inc. (4665), and Francesca’s Services Corporation (5988). The address of the Debtors’ corporate headquarters is 8760 Clay Road, Houston, Texas 77080. Case 20-13076-BLS Doc 351 Filed 01/18/21 Page 2 of 14
provide the Landlords with adequate assurance of future performance with respect to the proposed assignee of any lease.
2. First, to satisfy the Debtors’ burden under sections 363 and 365 of the
Bankruptcy Code, the Debtors must furnish the Landlords with sufficient adequate assurance information to determine if the proposed assignee is creditworthy and could be a viable operator of the business, specifically in the context of heightened requirements afforded counterparties to shopping center leases under section 365(b)(3) of the Bankruptcy Code.
3. Second, in connection with the potential assumption and assignment of the
Leases, the Debtors or the proposed assignee must be required to pay the cure amounts set forth in the column “Landlord Cure Amount” on Exhibit A, attached hereto, plus any additional pecuniary losses suffered by the Landlords, including reasonable attorneys’ fees. The “Landlord
Cure Amount” includes the stub rent amounts set forth in the column “Landlord Stub Rent
Amount” on Exhibit B attached hereto. Such stub rent amounts must be paid in accordance with the relevant provisions of the Final DIP Order.
4. Third, as part of adequate assurance of future performance, the Debtors or the proposed assignee must satisfy all accrued and unbilled obligations, including any
Adjustment Amounts (as defined below) which have not yet been billed or have not yet become due under the terms of the Leases. The Debtors or the proposed assignee must also (i) be required to comply with all contractual obligations to indemnify and hold the Landlords harmless with regard to events which occurred before assumption and assignment, but which were not known to the Landlords as of the date of the assumption and assignment, and (ii) continue to timely pay all rent and additional rent due under the Leases until the Leases are assumed, assumed and assigned, or rejected, pursuant to section 365(d)(3) of the Bankruptcy Code. Case 20-13076-BLS Doc 351 Filed 01/18/21 Page 3 of 14
5. The Landlords hope to resolve some, if not all, of the issues raised herein with the Debtors consensually, but reserve the right to argue these issues at the hearing.
Furthermore, pursuant to paragraph 13 of the Bidding Procedures Order entered on January 4,
2021, this Objection also constitutes an objection to entry of the Sale Order, as such capitalized term is defined in the Bidding Procedures Order.
BACKGROUND
6. The Landlords are the owners or managing agents for the owners of shopping centers located throughout the United States where the Debtors lease retail space pursuant to written leases (each a “Lease” and, collectively, the “Leases”) for the stores at the locations listed on the attached Exhibit A (collectively, the “Leased Premises”). The Leased
Premises are located in shopping centers as that term is used in section 365(b)(3) of the
Bankruptcy Code. See In re Joshua Slocum, Ltd., 922 F.2d 1081 (3d Cir. 1990).
7. On December 3, 2020 (the “Petition Date”), the Debtors filed voluntary petitions for relief pursuant to chapter 11 of the Bankruptcy Code with this Court.
8. The Debtors remain in possession of their properties and continue to manage their businesses as debtors-in-possession pursuant to sections 1107 and 1108 of the
Bankruptcy Code.
9. On December 4, 2020, the Debtors filed the Motion for Entry of Orders
(I)(A) Approving Bidding Procedures For Sale Of Substantially All Of The Debtors’ Assets, (B)
Approving Stalking Horse Bid Protections, (C) Scheduling Auction For, And Hearing To
Approve, Sale Of Substantially All Of The Debtors’ Assets, (D) Approving Form And Manner Of
Notices Of Sale, Auction And Sale Hearing, (E) Approving Assumption And Assignment
Procedures And (F) Granting Related Relief And (Ii)(A) Approving Sale Of Substantially All Of Case 20-13076-BLS Doc 351 Filed 01/18/21 Page 4 of 14
The Debtors’ Assets Free And Clear Of All Liens, Claims, Interests And Encumbrances, (B)
Approving Assumption And Assignment Of Executory Contracts And Unexpired Leases And (C)
Granting Related Relief.2
10. On January 4, 2021, the Court entered the Final Order (I) Authorizing the
Debtors to Obtain Postpetition Senior Secured Superpriority Financing, (II) Authorizing The
Debtors’ Use of Cash Collateral, (III) Granting Adequate Protection to the Prepetition Secured
Parties, and (IV) Granting Related Relief (the “Final DIP Order”).3
11. On January 4, 2021, the Court entered the Order (I)(A) Approving Bidding
Procedures For Sale Of Substantially All Of The Debtors’ Assets, (B) Approving Process for
Designation of Stalking Horse Bidder and Provision, of Bid Protections, (C) Scheduling Auction
For, And Hearing To Approve, Sale Of Substantially All Of The Debtors’ Assets, (D) Approving
Form And Manner Of Notices Of Sale, Auction And Sale Hearing, (E) Approving Assumption
And Assignment Procedures And (F) Granting Related Relief (the “Bidding Procedures Order”).4
12. On January 6, 2021, the Debtors filed the Notice of Potential Assumption and Assignment of Executory Contracts or Unexpired Leases and Cure Amounts (the “Cure
Notice”).5 In accordance with procedures established in the Bidding Procedures Order, the Cure
Notice lists the proposed cure amounts that must be satisfied in order to assume and assign certain leases, including the Leases. The cure amounts listed in the Assumption Notice are included on Exhibit A, attached hereto, in the column titled “Debtors’ Cure Amount.”
2 Docket No. 45. 3 Docket No. 262. 4 Docket No. 266. 5 Docket No. 271. Case 20-13076-BLS Doc 351 Filed 01/18/21 Page 5 of 14
13. On January 10, 2021, the Debtors filed the Amended Notice of Potential
Assumption and Assignment of Executory Contracts or Unexpired Leases and Cure Amounts (the
“Stub Rent Notice”).6 The Stub Rent Notice includes the proposed cure amounts for each of the
Leases as listed in the Cure Notice, and also specifies in a separate column the portion of the proposed cure amount for each of the Leases that relates to unpaid stub rent - the per-diem rent for the period from the Petition Date through December 31, 2020. The Stub Rent Notice has been provided in connection with the provisions of paragraph 7(f) of the Final DIP Order. The stub rent amounts listed in the Stub Rent Notice are included on Exhibit B, attached hereto, in the column titled “Debtors’ Stub Rent Amount.”
14. The Stub Rent Notice establishes January 18, 2021 as the deadline to object to the proposed assumption and assignment of the Leases.
OBJECTION
I. THE DEBTORS MUST PROVIDE EVIDENCE OF ADEQUATE ASSURANCE OF FUTURE PERFORMANCE UNDER THE LEASES
(A) Adequate Assurance of Future Performance for Shopping Center Leases
15. In connection with the assumption and assignment of leases, shopping center landlords are afforded special statutory protections under the Bankruptcy Code in the form of adequate assurance of future performance. In re Joshua Slocum, 922 F.2d at 1086; In re Trak
Auto Corp., 277 B.R. 655 (Bankr. E.D. Va. 2002). Section 365(f)(2) provides:
The trustee may assign an executory contract or unexpired lease of the debtor only if−
(A) the trustee assumes such contract or lease in accordance with the provisions of this section; and
6 Docket No. 295. Case 20-13076-BLS Doc 351 Filed 01/18/21 Page 6 of 14
(B) adequate assurance of future performance by the assignee of such contract or lease is provided, whether or not there has been a default in such contract or lease.
11 U.S.C. § 365(f)(2).
16. Section 365(b)(1) of the Bankruptcy Code further provides:
If there has been a default in an executory contract or unexpired lease of the debtor, the trustee may not assume such contract or lease unless, at the time of assumption of such contract or lease, the trustee−
(A) cures, or provides adequate assurance that the trustee will promptly cure, such default…;
(B) compensates, or provides adequate assurance that the trustee will promptly compensate, a party other than the debtor to such contract or lease for any actual pecuniary loss to such party resulting from such default; and
(C) provides adequate assurance of future performance under such contract or lease.
11 U.S.C. § 365(b)(1).
17. In connection with the assumption and assignment of a shopping center lease, adequate assurance of future performance includes adequate assurance:
(A) of the source of rent … due under such lease, and in the case of an assignment, that the financial condition and operating performance of the proposed assignee … shall be similar to the financial condition and operating performance of the debtor … as of the time the debtor became the lessee under the lease;
(B) that any percentage rent due under such lease will not decline substantially;
(C) that assumption or assignment of such lease is subject to all the provisions thereof, including (but not limited to) provisions such as a radius, location, use, or exclusivity provision…, and
(D) that assumption or assignment of such lease will not disrupt any tenant mix or balance in such shopping center.
11 U.S.C. § 365(b)(3). Case 20-13076-BLS Doc 351 Filed 01/18/21 Page 7 of 14
18. The Debtors bear the burden of proving adequate assurance of future performance in connection with the potential assumption and assignment of the Leases. In re
F.W. Restaurant Assoc., Inc., 190 B.R. 143 (Bankr. D. Conn. 1995); In re Rachels Indus. Inc.,
109 B.R. 797, 802 (Bankr. W.D. Tenn. 1990); In re Lafayette Radio Electronics Corp., 12 B.R.
302, 312 (Bankr. E.D.N.Y. 1981).
19. To determine whether the requirements of adequate assurance of future performance will be satisfied, at a minimum, the Landlords and their attorneys must receive the following information from the exact proposed assignee of the Lease (collectively, the
“Adequate Assurance Information”):
a. The exact name of the entity that will be designated as the proposed assignee of the Leases and any guarantor;
b. Audited (or un-audited, if audited is not available) financial statements and any supplemental schedules for the calendar or fiscal years ended 2018, 2019, and 2020 for both the proposed assignee and any guarantors;
c. The proposed assignee’s and any guarantor’s 2021 and 2022 business plans including sales and cash flow projections; and
d. Any financial projections, calculations, and/or financial pro-formas prepared in contemplation of purchasing the Leases;
e. A detailed summary of the proposed assignee’s and guarantor’s experience operating clothing and/or other retail stores in shopping centers; and
f. The number of clothing and/or retail stores the proposed assignee and any guarantor operates and all trade names used.
20. The Landlords may also need similar information for the Debtors in the years when the Debtors entered into the Leases to appropriately evaluate the ability of the Case 20-13076-BLS Doc 351 Filed 01/18/21 Page 8 of 14
Successful Bidder (or any other proposed assignee) to provide adequate assurance of future performance.
(B) The Leases Must Be Assumed and Assigned Cum Onere
21. Section 365(b)(3)(C) of the Bankruptcy Code provides that the assumption or assumption and assignment of a shopping center lease “is subject to all the provisions thereof .
. .”. 11 U.S.C. § 365(b)(3)(C). Bankruptcy courts have described the assumption of an unexpired lease (a prerequisite to assignment under § 365(f)(2)(A)) as “an all-or-nothing proposition – either the whole contract [or lease] is assumed or the entire contract [or lease] is rejected.” See, e.g., In re CellNet Data Systems, Inc., 327 F.3d 242, 249 (3d Cir. 2003).
22. As the court noted in In re Washington Capital Aviation & Leasing, 156
B.R. at 167, 175 n.3 (Bankr. E.D. Va. 1993):
Adequate assurance of future performance by the assignee is important because 11 U.S.C. § 365(k) “relieves the ... estate from any liability for any breach of such ... lease occurring after such assignment.” A party subject to a contractually created obligation ordinarily cannot divest itself of liability by substituting another in its place without the consent of the party owed the duty. See Douglas G. Baird and Thomas H. Jackson, Bankruptcy 285 (2d ed. 1990) (citing Restatement (Second) of Contracts § 318(3) (1981) (“delegation of performance ... does not discharge any duty or liability of the delegating obligor”)). While the assignee may be entitled to perform for the original obligor, the original obligor remains ultimately liable until discharged by performance or otherwise. Section 365(k) changes this common law rule and relieves the estate from all liability under the lease following assignment.
See also In re Rickel Home Centers, Inc., 209 F.3d 291, 299 (3d Cir. 2000) (Adequate assurance is “necessary to protect the rights of the non-debtor party to the contract or lease, because assignment relieves the trustee and the estate from liability arising from a post-assignment breach.”). The Debtors are not entitled to the benefits and protections of section 365(k) if they Case 20-13076-BLS Doc 351 Filed 01/18/21 Page 9 of 14
do not assume and assign a lease cum onere – with all benefits and burdens. See, e.g., American
Flint Glass Workers Union v. Anchor Resolution Corp., 197 F.3d 76 (3d Cir. 1999)
23. The Debtors or the proposed assignee must be required to comply with all contractual obligations to indemnify and hold the Landlords harmless with regard to events which occurred before assumption and assignment, but which were not known to the Landlords as of the date of the assumption and assignment. This includes, but is not limited to, (i) claims for personal injury that occurred at the Leased Premises, (ii) damage and destruction to the
Leased Premises or property by the Debtors or their agents, and (iii) environmental damage or clean-up. To cure possible pre-assignment, non-monetary defaults and provide adequate assurance of future performance with respect to the indemnification obligations under the
Leases, either (a) the Debtors or the proposed assignee must be required to satisfy any and all such claims, notwithstanding anything to the contrary contained in a plan or any court order, or
(b) the Debtors must be required to demonstrate or obtain adequate insurance (by purchase of
“tail” coverage or otherwise) in order to satisfy potential indemnification obligations based on events or occurrences that occurred prior to the effective date of an assignment. Such claims for indemnity could include claims for personal injury occurring at the Leased Premises where the
Landlords are joined as a party to a lawsuit or for damage and destruction of property by the
Debtors or their agents or employees.
24. Finally, the Landlords assert that if the Debtors seek to assume and assign the Leases, the proposed assignee should be required to execute short-form assumption and assignment agreements with the Landlords in connection with the proposed assignment of the
Leases so that the Landlords will be in privity with their new tenants. Case 20-13076-BLS Doc 351 Filed 01/18/21 Page 10 of 14
II. THE PROPOSED CURE AMOUNTS AND STUB RENT AMOUNTS ARE INCORRECT
25. The Landlords dispute the Debtors’ proposed cure amounts. The correct cure amounts for the Leases are set forth on Exhibit A, attached hereto, in the “Landlord Cure
Amount” column, which includes an estimate of attorneys’ fees incurred to date. The Landlords also dispute the Debtors’ proposed stub rent amounts. The correct stub rent amounts are set forth in Exhibit B, attached hereto, in the “Landlord Stub Rent Amount” column.7 The Landlords reserve the right to amend the cure amounts to include additional amounts that continue to accrue and any other obligations that arise and/or become known to the Landlords prior to assumption and assignment of the Leases.
26. Pursuant to the Leases, the Debtors are obligated to pay regular installments of fixed monthly rent, percentage rent, and/or gross rent, as well as a share of common area maintenance costs, real estate taxes, and insurance. In addition, prior to pro rata assumption and assignment of the Leases, the Debtors are required by section 365(b)(1) of the
Bankruptcy Code to cure all outstanding defaults under the Leases and compensate the
Landlords for any actual pecuniary loss, including, but not limited to, the satisfaction of significant mechanic’s liens and the payment of attorneys’ fees incurred in connection with the
Debtors’ default. See 11 U.S.C. §365(b)(1)(B). Attorneys’ fees due under the Leases are compensable. See LJC Corp. v. Boyle, 768 F.2d 1489, 1494-96 (D.C. Cir. 1985); In re Bullock,
17 B.R. 438, 439 (B.A.P. 9th Cir. 1982); In re Crown Books Corp., 269 B.R. 12, 14-15 (Bankr.
D. Del. 2001); In re BAB Enterprises, Inc., 100 B.R. 982, 984 (Bankr. W.D. Tenn. 1989); In re
7 The Landlords here object to the Debtors’ proposed amount of stub rent in accordance with paragraph 7(f) of the Final DIP Order. To the extent the Landlords and the Debtors presently agree on the amount of stub rent as reflected in Exhibit B, such amount should be treated as an undisputed claim for Stub Rent (as defined in the Final DIP Order) and treated accordingly. Any disputed portion of Stub Rent should be reconciled in accordance with the terms of the Final DIP Order. Case 20-13076-BLS Doc 351 Filed 01/18/21 Page 11 of 14
Westview 74th St. Drug Corp., 59 B.R. 747, 757 (Bankr. S.D.N.Y. 1986); In re Ribs of
Greenwich Vill., Inc., 57 B.R. 319, 322 (Bankr. S.D.N.Y. 1986). Accordingly, as part of its pecuniary losses, the Landlords are entitled to attorneys’ fees in connection with the Debtors’ obligation to cure all monetary defaults under the Leases.
III. THE DEBTORS OR THE PROPOSED ASSIGNEE MUST BE RESPONSIBLE FOR (A) PAYMENT OF ADJUSTMENT AMOUNTS WHEN THEY COME DUE IN THE ORDINARY COURSE OF BUSINESS, AND (B) SATISFACTION OF INDEMNIFICATION OBLIGATIONS
27. To the extent that rent, attorneys’ fees, interest, and/or other charges continue to accrue, and/or the Landlords suffer other pecuniary losses with respect to the Leases, the Landlords hereby reserve the right to amend the Total Landlord Cure Amounts to reflect such additional amounts or to account for year-end adjustments, including, without limitation, adjustments for 2019, 2020, and 2021, which have not yet been billed or have not yet become due under the terms of the Leases (the “Adjustment Amounts”). The Debtors or the proposed assignee must be responsible to satisfy all accrued but unbilled obligations under the Leases, including the Adjustment Amounts, if any, when due in accordance with the terms of the Leases, regardless of when such Adjustment Amounts were incurred.
28. In addition, any assignee of the Leases must be required to comply with all contractual obligations to indemnify and hold the Landlords harmless with regard to events which may have occurred before assumption and assignment but which were not known to the
Landlords as of the date of the assumption and assignment, including, but not limited to, claims for personal injury that occurred at the Leased Premises, damage and destruction to the Leased
Premises or property by the Debtors or their agents, and environmental damage or clean-up.
Case 20-13076-BLS Doc 351 Filed 01/18/21 Page 12 of 14
IV. DEMAND FOR SECURITY
29. Section 365(l) of the Bankruptcy Code provides, in the pertinent part:
If an unexpired lease under which the debtor is lessee is assigned pursuant to this section, the lessor of the property may require a deposit or other security for the performance of the debtor’s obligations under the lease substantially the same as would have been required by the landlord upon the initial leasing to a similar tenant.
11 U.S.C. § 365(l).
30. In the ordinary course of its business, the Landlords require security deposits, letters of credit, or guaranties when leasing (or assessing an assignment of a lease) to certain companies based on their financial information and history. In connection with the proposed assumption and assignment of the Leases, the Landlords hereby demand such security in one of those forms as required by section 365(l) of the Bankruptcy Code. Until the exact financials of the proposed assignee are known to the Landlords, the Landlords reserve their right to specify the exact form and amount of such security; however, the Landlords would typically require a parent or personal guaranty in connection with leasing to a new tenant.
V. THE DEBTORS MUST BE RESPONSIBLE FOR TIMELY PAYMENT OF ALL POST-PETITION RENT AND ADDITIONAL RENT DUE UNDER THE LEASES UNTIL THEY ARE ASSUMED, ASSUMED AND ASSIGNED, OR REJECTED
31. Section 365(d)(3) of the Bankruptcy provides, in pertinent part:
The [debtor] shall timely perform all the obligations of the debtor…arising from and after the order for relief under any unexpired lease of nonresidential real property, until such lease is assumed or rejected, notwithstanding section 503(b)(1) of [the Bankruptcy Code].
11 U.S.C. § 365(d)(3).
32. The Landlords request that the assumption and assignment of the Leases be conditioned upon the Debtors’ timely performance of all obligations arising under the Leases Case 20-13076-BLS Doc 351 Filed 01/18/21 Page 13 of 14
before the Leases are assumed, assumed and assigned, or rejected pursuant to section 365(d)(3) of the Bankruptcy Code, including, without limitation, the full payment of rent on the first day of each month.
RESERVATION OF RIGHTS
33. The Landlords reserve the right to amend and/or supplement this
Objection on any basis, including, without limitation, by adding and supplementing objections to the Debtors’ proposed cure amounts and stub rent amounts and by adding or supplementing objections to the adequate assurance of future performance provided by the Debtors or any proposed assignee(s).
34. Furthermore, pursuant to paragraph 13 of the Bidding Procedures Order, this Objection also constitutes an objection to entry of the Sale Order, as such term is defined in the Bidding Procedures Order. The Landlords reserve all rights with regards to filing a supplemental objection to entry of the Sale Order, in the event they are unable to consensually resolve concerns with the proposed form of Sale Order, which is presently unacceptable to the
Landlords.
JOINDER IN OBJECTIONS OF OTHER LANDLORDS
35. To the extent not inconsistent with this Objection, the Landlords joins in the objections asserted by other landlords and contract counterparties.
CONCLUSION
WHEREFORE, the Landlords request that the Court enter an order:
(i) conditioning the assumption and assignment of the Leases on (a) the Debtors or the proposed assignee providing adequate assurance of future performance in accordance with section 365(b) of the Bankruptcy Code; and (b) the Debtors or the proposed assignee promptly paying the cure Case 20-13076-BLS Doc 351 Filed 01/18/21 Page 14 of 14
amounts set forth in the column titled “Landlord Cure Amount” on Exhibit A plus any additional pecuniary losses suffered by the Landlords, including reasonable attorneys’ fees; (ii) requiring the Debtor or the proposed assignee to continue to comply with all obligations under the Leases, including payment of the Adjustment Amounts and satisfaction of any indemnification obligations in the regular course of business; (iii) requiring the proposed assignee to enter into short-form assumption and assignment agreements with the Landlords; (iv) requiring the proposed assignee to provide security to the Landlords pursuant to section 365(l) of the
Bankruptcy Code; (v) requiring payment pursuant to and in accordance with the Final DIP Order of the stub rent amounts set forth in the column titled “Landlord Stub Rent Amount” on Exhibit
B; and (vi) granting such other and further relief as the Court deems just and proper.
Dated: January 18, 2021 Wilmington, Delaware LAW OFFICE OF SUSAN E. KAUFMAN, LLC
By: /s/ Susan E. Kaufman Susan E. Kaufman (DE Bar No. 3381) 919 N. Market Street, Suite 460 Wilmington, DE 19801 Tel: (302) 472-7420 Fax: (302) 792-7420 Email: [email protected]
-and-
KELLEY DRYE & WARREN LLP Robert L. LeHane, Esq. Philip A. Weintraub, Esq. Mark S. Levine, Esq. 101 Park Avenue New York, New York 10178 Tel: (212) 808-7800 Fax: (212) 808-7897 Email: [email protected] [email protected] [email protected] Counsel to The Landlords Case 20-13076-BLS Doc 351-1 Filed 01/18/21 Page 1 of 7
EXHIBIT A
Cure Amounts
Brookfield Properties Retail, Inc. Mall Name Location Landlord Debtor Cure Landlord Cure Amount Amount Alderwood Mall Lynnwood, WA Alderwood Mall L.L.C. $83,594.00 $84,094.00
Altamonte Springs, Altamonte Mall FL Altamonte Mall, LLC $77,642.00 $84,457.91
Apache Mall Rochester, MN Apache Mall, LLC $52,950.00 $53,450.00
Baybrook Mall Friendswood, TX Baybrook Mall, LLC $69,201.00 $69,701.00
Beachwood Place Beachwood, OH Beachwood Place Mall, LLC $76,253.00 $77,605.15
Boise Towne Square Boise, ID Boise Mall, LLC $54,542.00 $55,070.81
Galleria at Sunset Henderson, NV BPC Henderson LLC $30,021.00 $67,166.12
Carolina Place Pineville, NC Carolina Place L.L.C. $66,141.00 $66,641.00
Market Place Shopping Center Champaign, IL Champaign Market Place L.L.C. $51,415.00 $100,043.00
Christiana Mall Newark, DE Christiana Mall LLC $99,543.00 $100,043.00
Clackamas Town Center Happy Valley, OR Clackamas Mall, L.L.C. $46,180.00 $62,193.00
Coastland Center Naples, FL Coastland Center, LLC $61,693.00 $62,193.00
Columbiana Centre Columbus, SC Columbiana Centre, LLC $51,987.00 $61,413.68
Coral Ridge Mall Coralville, IA Coral Ridge Mall $60,913.00 $61,413.00
4817-8010-0566v.8 Case 20-13076-BLS Doc 351-1 Filed 01/18/21 Page 2 of 7
Deerbrook Mall Humble, TX Deerbrook Mall, LLC $37,957.00 $38,876.80
First Colony Mall Sugar Land, TX First Colony Mall, LLC $58,130.00 $58,630.45
Fox River Mall Appleton, WI Fox River Shopping Center, LLC $74,214.00 $74,714.00
Rivertown Crossings Grandville, MI GGP-Grandville L.L.C. $57,251.00 $57,751.00
The Maine Mall South Portland, ME GGP-Maine Mall L.L.C. $65,590.00 $71,171.33
Otay Ranch Town Center Chula Vista, CA GGP-Otay Ranch, L.P. $36,824.00 $67,041.38
Providence Place Providence, RI GGP-Providence Place, LLC $116,804.00 $117,304.00
Glenbrook Square Fort Wayne, IN Glenbrook L.L.C. $65,901.00 $66,401.00
Grand Traverse Mall Traverse City, MI Grand Traverse Mall, LLC $39,908.00 $40,408.00
Greenwood Mall Bowling Green, KY Greenwood Mall L.L.C. $52,163.00 $61,341.00
Oxmoor Center Louisville, KY Hocker Oxmoor, LLC $77,784.00 $80,329.80
Riverchase Galleria Birmingham, AL Hoover Mall, LLC $95,699.00 $96,199.00
Hulen Mall Forth Worth, TX Hulen, Mall, LLC $36,475.00 $78,682.80
The Crossroads (MI) Portage, MI Kalmazoo Mall LLC $61,639.00 $62,139.00
Kenwood Towne Centre Cincinnati, OH Kenwood Mall L.L.C. $60,841.00 $81,187.28
The Shops at La Cantera San Antonio, TX La Cantera Retail Limited Partnership $62,442.00 $94,037.00
Lynnhaven Mall Virginia Beach, VA Lynnhaven Mall L.L.C. $79,787.00 $80,287.00
Mall of Louisiana Baton Rouge, LA Mall of Louisiana, LLC $81,615.00 $82,115.00
Mall St. Vincent Shreveport, LA Mall St. Vincent, LLC $5,696.00 $45,604.00
2 4817-8010-0566v.8 Case 20-13076-BLS Doc 351-1 Filed 01/18/21 Page 3 of 7
Mayfair Milwaukee, WI Mayfair Mall, LLC $80,659.00 $81,159.00
Shops at Merrick Park Coral Cables, FL. Merrick Park, LLC $72,485.00 $78,625.18
Natick Mall Natick, MA Natick Mall, LLC $93,537.00 $94,037.00
North Point Mall Alpharetta, GA North Point Mall, LLC $70,636.00 $134,747.00
Oakbrook Center Oak Brook, IL Oakbrook Shopping Center, LLC $79,882.00 $98,884.32
The Oaks Mall Gainesville, FL Oaks Mall, LLC $60,604.00 $61,104.00
Oakwood Mall (WI) Eau Claire, WI Oakwood Hills Mall, LLC $45,104.00 $77,575.75
Paramus Park Shopping Center Limited Paramus Park Paramus, NJ Partnership $88,346.00 $146,455.87
Park City Center Lancaster, PA Park City Center Business Trust $134,247.00 $134,747.00
Park Meadows Lone Tree, CO Park Meadows Mall, LLC $98,384.00 $98,884.00
Pecanland Mall Monroe, LA Pecanland Mall LLC $45,167.00 $118,463.62
Pembroke Lakes Mall Pembroke Pines, FL Pembroke Lakes Mall LLC $74,200.00 $74,700.00
Perimeter Mall Atlanta, GA Perimeter Mall, LLC $105,286.00 $105,786.00
Pinnacle Hills Promenade Rogers, AR Pinnacle Hills, LLC $50,143.00 $50,643.00
Quail Springs Mall Oklahoma City, OK Quail Springs Mall, LLC $40,481.00 $96,199.00
Victoria Gardens Cucamonga, CA Rancho Mall, LLC $84,660.00 $85,160.00
Ridgedale Center Minnetonka, MN Ridgedale Center, LLC $81,322.00 $81,822.00
River Hills Mall Mankato, MN River Hills Mall, LLC $47,480.00 $85,743.51
The Shoppes at Carlsbad Carlsbad, CA RPI Carlsbad, LP $7,183.00 $13,901.58
3 4817-8010-0566v.8 Case 20-13076-BLS Doc 351-1 Filed 01/18/21 Page 4 of 7
Chesterfield Towne Center Richmond, VA RPI Chesterfield LLC $43,111.00 $47,367.00
The Mall At Turtle Creek Jonesboro, AR RPI Turtle Creek Mall, LLC $23,808.00 $55,829.83
The Shoppes at River Crossing Macon, GA Shoppes at River Crossing, LLC $47,203.00 $62,139.00
The Shops at Somerset Square Glastonbury, CT Shops at Somerset Square, LLC $47,502.00 $66,090.00
Short Pump Town Center Richmond, VA Short Pump Town Center, LLC $65,738.00 $66,238.00
Sikes Senter Wichita Falls, TX Sikes Senter, LLC $12,265.00 $61,551.87
Sooner Mall Norman, OK Sooner Mall $46,867.00 $109,516.36
The Streets at Southpoint Durham, NC Southpoint Mall, LLC $79,367.00 $79,867.00
Crossroads Center (MN) Saint Cloud, MN St. Cloud Mall, L.L.C. $51,705.00 $52,205.00
Stonebriar Centre Frisco, TX Stonebriar Mall, LLC $54,879.00 $55,379.00
Promenade Temecula Temecula, CA Temecula Towne Center Associates L.P. $57,459.00 $62,942.00
The Mall in Columbia (MD) Columbia, MD The Mall in Columbia Business Trust $104,991.00 $105,491.00
Towson Town Center Towson, MD Towson TC, LLC $100,494.00 $100,994.00
The Mall at Barnes Crossing Tupelo, MS TUP 130, LLC $37,961.00 $101,074.13
Galleria at Tyler Riverside, CA Tyler Mall Limited Partnership $61,828.00 $62,328.00
Valley Hills Mall Hickory, NC Valley Hills Mall L.L.C. $30,902.00 $89,931.56
Valley Plaza Bakersfield, CA Valley Plaza Mall, LP $78,089.00 $85,160.00
Visalia Mall Visalia, CA Visalia Mall, LLC $40,790.00 $47,035.04
4 4817-8010-0566v.8 Case 20-13076-BLS Doc 351-1 Filed 01/18/21 Page 5 of 7
Westroads Mall Omaha,, NE Westroads Mall, L.L.C. $65,194.00 $66,113.93
White Marsh Mall Baltimore, MD White Marsh Mall, LLC $68,424.00 $68,924.00
Willowbrook (NJ) Wayne, NJ Willowbrook Mall, LLC $102,748.00 $103,576.64
Woodbridge Center Woodbridge, NJ Woodbridge Center Property LLC $61,912.00 $62,412.00
Hines Global REIT Mall Name Location Landlord Debtor Cure Amount Landlord Cure Amount Promenade at Briargate Colorado Springs, CO HGIT Briargate, LLC $57,499.00 $59,421.00
Rookwood Commons Cincinnati, OH HGREIT II Edmonson Road LLC $6,537.00 $8,459.00
Jones Lang Lasalle Americas, Inc. Mall Name Location Landlord Debtor Cure Amount Landlord Cure Amount The Aboretum of South Barrington South Barrington, IL Aboretum Mall Owner, LLC $45,144.00 $46,304.00
Rosedale Shopping Center Roseville, MN PPF RTL Rosedale Shopping Center, LLC $42,875.00 $47,429.08
QIC Properties US, Inc. Mall Name Location Landlord Debtor Cure Amount Landlord Cure Amount Shops at Wiregrass Wesley Chapel, FL Wiregrass SPE, LLC $44,274.00 $51,735.21
Mall at Robinson Pittsburgh, PA Robinson Mall Associates, LLC $37,705.00 $39,768.00
Ridge Hill Yonkers, NY Yonkers Associates, LLC $61,132.00 $63,425.05
Regency Centers L.P. Mall Name Location Landlord Debtor Cure Amount Landlord Cure Amount Festival at Woodholme Baltimore, MD Woodholme Properties Limited Partnership $24,584.00 $25,444.00
Grand Ridge Plaza Issaquah, WA Grand Ridge Plaza II, LLC $32,451.00 $33,311.00
5 4817-8010-0566v.8 Case 20-13076-BLS Doc 351-1 Filed 01/18/21 Page 6 of 7
Cameron Village Raleigh, NC Columbia Cameron Village, LLC $0.00 $860.00
Shops on Main Schererville, IN RB Schererville Crossings, LLC $17,621.00 $20,609.24
Tanger Factory Outlet Centers, Inc. Mall Name Location Landlord Debtor Cure Amount Landlord Cure Amount Tanger Outlets in Atlantic City Atlantic City, NJ Atlantic City Associates, LLC $46,551.00 $47,337.00
Tanger at Columbus Sunbury, OH Columbus Outlets, LLC $58,379.00 $69,587.92
Tanger at Rehoboth Rehoboth Beach, DE Coroc/Rehoboth III LLC $96,609.00 $97,395.00
Tanger at Foley Foley, AL COROC/Riviera L.L.C. $70,585.00 $71,371.00
Tanger at Foxwoods Mashantucket, CT Fashion Outlets at Foxwoods, LLC $89,069.00 $89,858.91
Tanger Outlets in Hershey Hershey, PA FSH Associates, L.P. $61,831.00 $62,623.38
Tanger at Houston Galveston, TX Galveston Outlets, LLC $57,767.00 $66,787.68
Tanger Outlets in Southaven Southaven, MS Mid-South Outlet Shops, LLC $57,837.00 $68,920.34
Tanger Outlets Savannah Pooler, GA Outlet Mall of Savannah, LLC $69,240.00 $70,026.00
Tanger at Westgate Glendale, AZ Outlets at Westgate, LLC $62,305.00 $63,108.94
Tanger at Charleston Charleston, SC Tanger Charleston, LLC $65,807.00 $68,040.92
Tanger Outlets in Daytona Beach Daytona Beach, FL Tanger Daytona LLC $68,052.00 $69,251.84
Tanger Outlets in Fort Worth Fort Worth, TX Tanger Fort Worth, LLC $54,012.00 $58,695.75
Tanger at Grand Rapids Grand Rapids, MI Tanger Grand Rapids, LLC $60,626.00 $62,205.95
Tanger Outlet at Arches Deer Park, NY Tanger Outlets Deer Park, LLC $99,148.00 $99,934.00
Tanger at Lancaster Lancaster, PA Tanger Properties Limited Partnership $70,606.00 $71,392.00
6 4817-8010-0566v.8 Case 20-13076-BLS Doc 351-1 Filed 01/18/21 Page 7 of 7
Tanger at Mebane Mebane, NC Tanger Properties Limited Partnership $66,951.00 $67,741.63
Tanger Outlets Washington Pittsburgh, PA Tanger Properties Limited Partnership $89,616.00 $90,402.00
Tanger at Riverhead Riverhead, NY Tanger Properties Limited Partnership $104,991.00 $105,777.00
Tanger at Sevierville Sevierville, TN Tanger Properties Limited Partnership $79,492.00 $103,024.60
Tanger at Kensington Valley Howell, MI Tanger Properties Limited Partnership $52,299.00 $54,131.74
Tanger Outlets In Locust Grove Locust Grove, GA Tanger Properties Limited Partnership $62,273.00 $63,061.51
Tanger Outlets Myrtle Beach Myrtle Beach, SC (Hwy 17) TWMB Associates LLC $55,477.00 $56,404.88
Teacher’s Insurance And Annuity Association Of America Mall Name Location Landlord Debtor Cure Amount Landlord Cure Amount Birkdale Village Huntersville, NC DDRTC Birkdale Village LLC $48,284.00 $48,884.00
The Forum at Carlsbad Carlsbad, CA T-C Forum at Carlsbad LLC $29,333.00 $29,933.00
Turnberry Associates Mall Name Location Landlord Debtor Cure Amount Landlord Cure Amount Destin Commons Destin, FL Destin Commons, Ltd. $75,032.00 $79,583.97
The Woodmont Company Mall Name Location Landlord Debtor Cure Amount Landlord Cure Amount
Muncie Mall Muncie, In Muncie Mall, LLC $29,432.00 $35,992.00
7 4817-8010-0566v.8 Case 20-13076-BLS Doc 351-2 Filed 01/18/21 Page 1 of 8
Exhibit B
Stub Rent Amounts
Brookfield Properties Retail, Inc. Mall Name Location Landlord Debtor Stub Landlord Stub Rent Amount Rent Amount Alderwood Mall Lynnwood, WA Alderwood Mall L.L.C. $10,427.00 $10,427.00
Altamonte Altamonte Mall Springs, FL Altamonte Mall, LLC $10,215.00 $10,215.00
Apache Mall Rochester, MN Apache Mall, LLC $6,735.00 $6,735.00
Friendswood, Baybrook Mall TX Baybrook Mall, LLC $0.00 $0.00
Beachwood Place Beachwood, OH Beachwood Place Mall, LLC $10,512.00 $10,512.13
Boise Towne Square Boise, ID Boise Mall, LLC $0.00 $0.00
Galleria at Sunset Henderson, NV BPC Henderson LLC $8,797.00 $8,797.47
Carolina Place Pineville, NC Carolina Place L.L.C. $6,095.00 $6,095.35
Market Place Champaign Market Place $12,590.00 Shopping Center Champaign, IL L.L.C. $12,590.00
Christiana Mall Newark, DE Christiana Mall LLC $5,505.00 $5,505.00
Clackamas Town Happy Valley, Center OR Clackamas Mall, L.L.C. $7,884.00 $7,884.00
Coastland Center Naples, FL Coastland Center, LLC $6,045.00 $6,045.00
Columbiana Centre Columbus, SC Columbiana Centre, LLC $8,316.00 $8,316.24
Coral Ridge Mall Coralville, IA Coral Ridge Mall $6,710.00 $6,710.00
Deerbrook Mall Humble, TX Deerbrook Mall, LLC $0.00 $0.00
First Colony Mall Sugar Land, TX First Colony Mall, LLC $0.00 $0.00
Fox River Shopping Center, Fox River Mall Appleton, WI LLC $9,503.00 $9,503.00
Rivertown Crossings Grandville, MI GGP-Grandville L.L.C. $4,785.00 $4,785.37
South Portland, The Maine Mall ME GGP-Maine Mall L.L.C. $8,588.00 $8,588.30
4817-8010-0566v.8 Case 20-13076-BLS Doc 351-2 Filed 01/18/21 Page 2 of 8
Otay Ranch Town $8,451.00 Center Chula Vista, CA GGP-Otay Ranch, L.P. $8,451.40
Providence Place Providence, RI GGP-Providence Place, LLC $5,349.00 $5,349.00
Glenbrook Square Fort Wayne, IN Glenbrook L.L.C. $6,859.00 $6,859.00
Grand Traverse Traverse City, Mall MI Grand Traverse Mall, LLC $0.00 $0.00
Bowling Green, Greenwood Mall KY Greenwood Mall L.L.C. $11,049.00 $11,049.00
Oxmoor Center Louisville, KY Hocker Oxmoor, LLC $8,801.00 $8,801.00
Riverchase Galleria Birmingham, AL Hoover Mall, LLC $10,809.00 $10,809.00
Hulen Mall Forth Worth, TX Hulen, Mall, LLC $0.00 $4,925.91
The Crossroads (MI) Portage, MI Kalmazoo Mall LLC $6,467.00 $6,467.42
Kenwood Towne Centre Cincinnati, OH Kenwood Mall L.L.C. $10,195.00 $10,195.00
The Shops at La La Cantera Retail Limited Cantera San Antonio, TX Partnership $2,016.00 $2,016.00
Virginia Beach, Lynnhaven Mall VA Lynnhaven Mall L.L.C. $9,132.00 $9,132.09
Baton Rouge, Mall of Louisiana LA Mall of Louisiana, LLC $11,131.00 $11,131.18
Mall St. Vincent Shreveport, LA Mall St. Vincent, LLC $6,064.00 $6,064.18
Mayfair Milwaukee, WI Mayfair Mall, LLC $4,810.00 $4,810.00
Shops at Merrick Coral Cables, Park FL. Merrick Park, LLC $10,041.00 $10,041.48
Natick Mall Natick, MA Natick Mall, LLC $11,334.00 $11,334.00
North Point Mall Alpharetta, GA North Point Mall, LLC $17,832.00 $17,832.38
Oakbrook Shopping Center, Oakbrook Center Oak Brook, IL LLC $12,373.00 $12,372.86
The Oaks Mall Gainesville, FL Oaks Mall, LLC $5,724.00 $5,724.24
Oakwood Mall (WI) Eau Claire, WI Oakwood Hills Mall, LLC $10,623.00 $10,658.92
Paramus Park Paramus, NJ $15,725.00 $15,725.38 Paramus Park Shopping
2 4817-8010-0566v.8 Case 20-13076-BLS Doc 351-2 Filed 01/18/21 Page 3 of 8
Center Limited Partnership
Park City Center Business Park City Center Lancaster, PA Trust $6,397.00 $6,397.00
Park Meadows Lone Tree, CO Park Meadows Mall, LLC $7,765.00 $7,765.07
Pecanland Mall Monroe, LA Pecanland Mall LLC $15,965.00 $15,965.00
Pembroke Lakes Pembroke Pines, Mall FL Pembroke Lakes Mall LLC $5,271.00 $5,271.00
Perimeter Mall Atlanta, GA Perimeter Mall, LLC $10,338.00 $10,338.00
Pinnacle Hills Promenade Rogers, AR Pinnacle Hills, LLC $6,301.00 $6,301.00
Oklahoma City, Quail Springs Mall OK Quail Springs Mall, LLC $12,861.00 $12,861.00
Victoria Gardens Cucamonga, CA Rancho Mall, LLC $7,275.00 $7,275.26
Ridgedale Center Minnetonka, MN Ridgedale Center, LLC $9,303.00 $9,303.14
River Hills Mall Mankato, MN River Hills Mall, LLC $8,296.00 $8,449.07
The Shoppes at Carlsbad Carlsbad, CA RPI Carlsbad, LP $0.00 $0.00
Chesterfield Towne Center Richmond, VA RPI Chesterfield LLC $5,894.00 $5,894.08
The Mall At Turtle Creek Jonesboro, AR RPI Turtle Creek Mall, LLC $0.00 $0.00
The Shoppes at Shoppes at River Crossing, $7,944.00 River Crossing Macon, GA LLC $7,944.49
The Shops at Shops at Somerset Square, Somerset Square Glastonbury, CT LLC $7,718.00 $7,718.00
Short Pump Town Short Pump Town Center, Center Richmond, VA LLC $5,810.00 $5,810.00
Wichita Falls, Sikes Senter TX Sikes Senter, LLC $0.00 $7,423.78
Sooner Mall Norman, OK Sooner Mall $13,380.00 $13,380.42
The Streets at Southpoint Durham, NC Southpoint Mall, LLC $11,766.00 $11,766.00
Saint Cloud, MN St. Cloud Mall, L.L.C. $980.00 $980.46 Crossroads Center
3 4817-8010-0566v.8 Case 20-13076-BLS Doc 351-2 Filed 01/18/21 Page 4 of 8
(MN)
Stonebriar Centre Frisco, TX Stonebriar Mall, LLC $5,892.00 $5,892.32
Promenade Temecula Towne Center Temecula Temecula, CA Associates L.P. $0.00 $0.00
The Mall in The Mall in Columbia $6,316.00 Columbia (MD) Columbia, MD Business Trust $6,524.41
Towson Town Center Towson, MD Towson TC, LLC $13,434.00 $13,434.00
The Mall at Barnes Crossing Tupelo, MS TUP 130, LLC $12,592.00 $12,600.86
Tyler Mall Limited Galleria at Tyler Riverside, CA Partnership $4,600.00 $4,600.34
Valley Hills Mall Hickory, NC Valley Hills Mall L.L.C. $4,600.00 $10,610.66
Valley Plaza Bakersfield, CA Valley Plaza Mall, LP $10,957.00 $10,957.00
Visalia Mall Visalia, CA Visalia Mall, LLC $5,509.00 $5,509.00
Westroads Mall Omaha,, NE Westroads Mall, L.L.C. $9,228.00 $9,228.28
White Marsh Mall Baltimore, MD White Marsh Mall, LLC $9,088.00 $9,088.28
Willowbrook (NJ) Wayne, NJ Willowbrook Mall, LLC $13,124.00 $13,124.00
Woodbridge Center Woodbridge Center Property Woodbridge, NJ LLC $7,973.00 $7,973.00
Hines Global REIT Mall Name Location Landlord Debtor Stub Rent Landlord Stub Rent Amount Amount Promenade at Colorado $8,563.00 $8,563.00 Briargate Springs, CO HGIT Briargate, LLC
Rookwood HGREIT II Edmonson $0.00 $0.00 Commons Cincinnati, OH Road LLC
Jones Lang Lasalle Americas, Inc. Mall Name Location Landlord Debtor Stub Rent Landlord Stub Amount Rent Amount The Aboretum of South Aboretum Mall Owner, South Barrington Barrington, IL LLC $5,697.00 $7,120.90
Rosedale Shopping PPF RTL Rosedale Roseville, MN $7,138.00 Center Shopping Center, LLC $13,979.83
4 4817-8010-0566v.8 Case 20-13076-BLS Doc 351-2 Filed 01/18/21 Page 5 of 8
QIC Properties US, Inc. Mall Name Location Landlord Debtor Stub Rent Landlord Stub Rent Amount Amount Shops at Wesley Chapel, $5,869.00 Wiregrass FL Wiregrass SPE, LLC $5,869.00
Mall at Robinson Mall $6,049.00 Robinson Pittsburgh, PA Associates, LLC $9,664.01
Yonkers Associates, $7,734.00 Ridge Hill Yonkers, NY LLC $13,285.33
Regency Centers L.P. Mall Name Location Landlord Debtor Stub Rent Landlord Stub Rent Amount Amount Festival at Baltimore, Woodholme Properties $6,726.00 Woodholme MD Limited Partnership $6,726.31
Grand Ridge Issaquah, WA Grand Ridge Plaza II, LLC $5,340.00 Plaza $5,808.63
Columbia Cameron Village, Cameron Village Raleigh, NC $0.00 LLC $0.00
Schererville, RB Schererville Crossings, Shops on Main $3,904.00 IN LLC $4,063.15
Tanger Factory Outlet Centers, Inc. Mall Name Location Landlord Debtor Stub Landlord Stub Rent Amount Rent Amount Tanger Outlets in Atlantic City Associates, $5,791.00 Atlantic City Atlantic City, NJ LLC $5,817.71
Tanger at Columbus Sunbury, OH Columbus Outlets, LLC $8,918.00 $8,918.49
Rehoboth Beach, $12,533.00 Tanger at Rehoboth DE Coroc/Rehoboth III LLC $12,533.25
Tanger at Foley Foley, AL COROC/Riviera L.L.C. $9,281.00 $9,281.48
Fashion Outlets at $10,594.00 Tanger at Foxwoods Mashantucket, CT Foxwoods, LLC $10,594.00
Tanger Outlets in $8,309.00 Hershey Hershey, PA FSH Associates, L.P. $8,309.61
Tanger at Houston Galveston, TX Galveston Outlets, LLC $8,283.00 $8,284.35
Tanger Outlets in Mid-South Outlet Shops, $8,791.00 Southaven Southaven, MS LLC $9,510.83
5 4817-8010-0566v.8 Case 20-13076-BLS Doc 351-2 Filed 01/18/21 Page 6 of 8
Tanger Outlets Outlet Mall of Savannah, $9,071.00 Savannah Pooler, GA LLC $9,071.00
Tanger at Westgate Glendale, AZ Outlets at Westgate, LLC $8,366.00 $8,367.33
Tanger at Charleston Charleston, SC Tanger Charleston, LLC $8,735.00 $8,735.90
Tanger Outlets in $9,116.00 Daytona Beach Daytona Beach, FL Tanger Daytona LLC $9,116.00
Tanger Outlets in $8,352.00 Fort Worth Fort Worth, TX Tanger Fort Worth, LLC $10,037.08
Tanger at Grand Tanger Grand Rapids, Grand Rapids, MI $8,086.00 Rapids LLC $8,110.90
Tanger Outlet at Tanger Outlets Deer Deer Park, NY $12,042.00 Arches Park, LLC $12,042.00
Tanger Properties $9,427.00 Tanger at Lancaster Lancaster, PA Limited Partnership $9,427.00
Tanger Properties $9,727.00 Tanger at Mebane Mebane, NC Limited Partnership $9,728.43
Tanger Outlets Tanger Properties Pittsburgh, PA $11,730.00 Washington Limited Partnership $11,730.00
Tanger Properties $12,008.00 Tanger at Riverhead Riverhead, NY Limited Partnership $12,008.00
Tanger Properties $10,273.00 Tanger at Sevierville Sevierville, TN Limited Partnership $10,273.00
Tanger at Tanger Properties $6,990.00 Kensington Valley Howell, MI Limited Partnership $7,214.28
Tanger Outlets In Tanger Properties $8,257.00 Locust Grove Locust Grove, GA Limited Partnership $8,683.96
Tanger Outlets Myrtle Beach, SC $7,434.00 Myrtle Beach (Hwy 17) TWMB Associates LLC $7,434.16
Teacher’s Insurance And Annuity Association Of America Mall Name Location Landlord Debtor Stub Rent Landlord Stub Rent Amount Amount Huntersville, DDRTC Birkdale $6,530.00 Birkdale Village $6,530.00 NC Village LLC
The Forum at T-C Forum at Carlsbad $9,181.00 Carlsbad, CA $9,181.00 Carlsbad LLC
6 4817-8010-0566v.8 Case 20-13076-BLS Doc 351-2 Filed 01/18/21 Page 7 of 8
Turnberry Associates Mall Name Location Landlord Debtor Stub Rent Landlord Stub Rent Amount Amount Destin Destin, Destin Commons, $9,899.00 Commons FL Ltd. $9,899.00
The Woodmont Company Mall Name Location Landlord Debtor Stub Rent Amount Landlord Stub Rent Amount
Muncie Mall Muncie, In Muncie Mall, LLC $6,706.00 $6,706.00
7 4817-8010-0566v.8 Case 20-13076-BLS Doc 351-2 Filed 01/18/21 Page 8 of 8
IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE
In re: Chapter 11 Case No. 20-13076 (BLS) FRANCESCA’S HOLDINGS CORPORATION, (Jointly Administered) et al.,1 Debtors.
CERTIFICATE OF SERVICE
I, ______hereby certify that on January 18, 2021 in addition to the notice and service provided through the Court’s CM/ECF system, I served true and correct copies of the foregoing document upon the parties listed in the attached schedule in the manner indicated.
/s/
8 4817-8010-0566v.8 Case 20-13076-BLS Doc 351-3 Filed 01/18/21 Page 1 of 3
IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE
In re: ) ) Chapter 11 FRANCESCA’S HOLDINGS ) CORPORATION, et al., ) ) Bk. No. 20-13076 (BLS) Debtors. ) (Jointly Administered)
CERTIFICATE OF SERVICE
I, Susan E. Kaufman, Esquire, certify that I am not less than 18 years of age, and that on
January 18, 2021 I served the attached Limited Objection of Brookfield Properties Retail, Inc.,
Hines Global REIT, Jones Lang Lasalle Americas, Inc., QIC Properties US, Inc., Regency
Centers L.P., Tanger Factory Outlet Centers, Inc., Teacher’s Insurance and Annuity
Association of America, Turnberry Associates and The Woodmont Company to Cure
Amounts, Including Stub Rent Amounts, and Proposed Assumption and Assignment of Leases upon the parties listed below as indicated:
VIA E-MAIL
Mark D. Collins, Esquire Michael J. Merchant, Esquire Jason M. Madron, Esquire Richards Layton & Finger, P.A. 920 North King Street Wilmington, DE 19801 [email protected] [email protected] [email protected]
Maria J. DiConza, Esquire Joseph Zujkowski, Esquire O’Melveny & Myers LLP Times Square Tower Seven Times Square New York, New York 10036 [email protected] [email protected]
Case 20-13076-BLS Doc 351-3 Filed 01/18/21 Page 2 of 3
Dennis A. Meloro, Esquire Greenberg Traurig LLP 1007 North Orange Street, Suite 1200 Wilmington, Delaware 19801 [email protected]
Jeffrey M. Wolf, Esquire Nathan A. Haynes, Esquire Leo Muchnik, Esquire Greenberg Traurig LLP MetLife Building 200 Park Avenue New York, New York 10166 [email protected] [email protected] [email protected]
Linda Casey, Esquire Office of the United States Trustee for the District of Delaware J. Caleb Boggs Federal Building 844 King Street, Suite 2207 Wilmington, DE 19801 [email protected]
Justin R. Alberto, Esquire Cole Schotz P.C. 500 Delaware Avenue, Suite 1410 Wilmington, DE 19801 [email protected]
Sarah A. Carnes, Esquire Seth Van Aalten Cole Schotz, P.C. 1325 Avenue of the Americas 19th Floor New York, NY 10019 [email protected] [email protected]
Marc Carmel, Esquire McDonald Hopkins LLC 300 North LaSalle Street, Suite 1400 Chicago, IL 60654 [email protected]
Case 20-13076-BLS Doc 351-3 Filed 01/18/21 Page 3 of 3
Dated: January 18, 2021 LAW OFFICE OF SUSAN E. KAUFMAN, LLC
/s/ Susan E. Kaufman Susan E. Kaufman, (DSB# 3381) 919 North Market Street, Suite 460 Wilmington, DE 19801 (302) 472-7420 (302) 792-7420 Fax [email protected]