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Mills Limited Partnership SECURITIES AND EXCHANGE COMMISSION FORM 10-12G Initial general form for registration of a class of securities pursuant to Section 12(g) Filing Date: 2004-04-19 SEC Accession No. 0001047469-04-012503 (HTML Version on secdatabase.com) FILER MILLS LIMITED PARTNERSHIP Business Address 1300 WILSON BOULEVARD CIK:1142028| IRS No.: 521873369 | State of Incorp.:DE | Fiscal Year End: 1231 SUITE 400 Type: 10-12G | Act: 34 | File No.: 000-50694 | Film No.: 04740558 ARLINGTON VA 22209 7037265155 Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document QuickLinks -- Click here to rapidly navigate through this document As filed with the Securities and Exchange Commission on April 19, 2004 File No. 34- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 THE MILLS LIMITED PARTNERSHIP (Exact Name of Registrant as Specified in Its Charter) Delaware 52-1873369 (State of Incorporation or Organization) (I.R.S. Employer Identification No.) 1300 Wilson Boulevard, Suite 400, Arlington, Virginia 22209 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number including area code: (703) 526-5000 Securities to be registered pursuant to Section 12(b) of the Act: Not Applicable Securities to be registered pursuant to Section 12(g) of the Act: Common Units of Limited Partnership Interest Title of Class Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document TABLE OF CONTENTS Page Cautionary Statement Item 1. Business 2 Item 2. Financial Information 20 Item 3. Properties 37 Item 4. Security Ownership of Certain Beneficial Owners and Management 44 Item 5. Directors and Executive Officers 45 Item 6. Executive Compensation 49 Item 7. Certain Relationships and Related Transactions 54 Item 8. Legal Proceedings 56 Market Price of and Distributions on the Registrant's Common Equity and Related Security holder Item 9. 57 Matters Item 10. Recent Sales of Unregistered Securities 58 Item 11. Description of Registrant's Securities to be Registered 59 Item 12. Indemnification of Directors and Officers 64 Item 13. Financial Statements and Supplementary Data 64 Item 14. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 64 Item 15. Financial Statements and Exhibits 64 You should rely only on the information contained in this document. We have not authorized anyone to provide you with information different from that contained in this document. The information contained in this document is accurate only as of the date of this document. Cautionary Statement Statements contained in this registration statement on Form 10 and the information incorporated by reference herein may be forward- looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934 (the "Exchange Act"). Forward-looking statements can be identified by the use of forward-looking terminology such as, but not limited to, "may," "will," "expect," "anticipate," "estimate," "would be," "believe," or "continue" or the negative or other variations of comparable terminology. We intend such forward-looking statements to be covered by the safe harbor provisions applicable to forward-looking statements contained in Section 21E of the Exchange Act. Such statements (none of which is intended as a guarantee of performance) are subject to certain assumptions, risks and uncertainties, which could cause our actual future results, achievements or transactions to differ materially from those projected or anticipated. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date this registration statement on Form 10 is filed with the SEC. A number of important factors could cause actual results to differ materially from those indicated by the forward-looking statements, including, but not limited to, the risks described in this registration statement on Form 10. Such factors include, among others: international, national and local economic, business and real estate conditions that will, among other things, affect: supply and demand for retail space and retail properties, the extent, strength and duration of any economic recovery, including the effect on demand for retail space and the creation of new retail real estate developments, Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document availability and creditworthiness of tenants, interest rate levels, and exchange rates between the US dollar and foreign currencies in countries where we have investments; adverse changes in the real estate market, including, among other things: the extent of tenant bankruptcies, financial difficulties and defaults, the extent of future demand for retail space and barriers to entry into markets that we may seek to enter in the future, and our ability to identify and consummate attractive acquisitions on favorable terms; 1 risks associated with the development, acquisition and operation of retail properties, including risks that the development of the project may not be completed on schedule, that we may not be able to lease available space to tenants at favorable rental rates, that tenants will not take occupancy or pay rent in accordance with their leases, or that development costs may be greater than anticipated; availability of financing for our development and redevelopment projects or acquisition activities; our ability to maintain our status as a partnership and the ability of The Mills Corporation, our general partner, to maintain its status as a real estate investment trust ("REIT") for federal and state income tax purposes; our ability to raise capital; our ability to obtain insurance at a reasonable cost; the effect of any terrorist activity or other heightened geopolitical risks; governmental actions and initiatives; environmental/safety requirements; and Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document those risks described in the section entitled "Risk Factors" in this registration statement on Form 10. We undertake no duty or obligation to publicly announce any revisions to, or updates of, these forward-looking statements that may result from future events or circumstances. Introductory Note Except as otherwise required by the context, references in this registration statement on Form 10 to "we," "us," "our," "Mills LP" and the "Company" refer to The Mills Limited Partnership and its subsidiaries, and, as appropriate, The Mills Corporation, the sole general partner of The Mills Limited Partnership, and references in this Form 10 to "TMC" refer to The Mills Corporation. All references to "our unitholders," "our partners," "our limited partners," and "our common unitholders" refer to holders of our common units, including TMC and all references to "our general partner" means The Mills Corporation. The Mills Corporation conducts all of its business and owns all of its properties through us and our various subsidiaries. As our sole general partner, TMC has the exclusive power to manage our business, subject to some limited exceptions. Item 1. Business. Mills LP We are the entity through which TMC, a fully integrated and self-managed REIT, conducts substantially all of its business and owns substantially all of its assets. We develop, redevelop, acquire, operate and manage three types of retail and entertainment real estate properties. These three types of retail and entertainment real estate properties are: Mills Landmark Centers, which are retail and entertainment super-regional shopping centers branded as "Mills;" 21st Century Retail and Entertainment Centers, which include conventional regional shopping centers anchored by traditional department stores and open-air retail and entertainment centers; and International Retail and Entertainment Centers, which are internationally located super-regional full-priced retail and entertainment centers. As of December 31, 2003, we had an aggregate of 26 retail and entertainment-oriented centers consisting of 15 Mills Landmark Centers, ten 21stCentury Retail and Entertainment Centers and one International Retail and Entertainment Center. Of these (a) we wholly owned five Mills Landmark Centers and seven 21st Century Retail and Entertainment Centers and (b) we held equity interests in various joint ventures that owned ten Mills Landmark Centers, three 21st Century Retail and Entertainment Centers and the one International Retail and Entertainment Center. In January 2004, we acquired 100% of one additional 21st Century Retail and Entertainment Center located near Miami, Florida. For a description of our existing properties, projects under construction and projects under development as of December 31, 2003, please refer to "Item 3. Properties" of this registration statement on Form 10. We also own 100% of the entities that provide leasing, management, development and financing services for both joint venture and wholly owned properties. Through MillsServices Corp. ("MSC"), we own 100% of Mills 2 Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Enterprises, Inc. ("MEI"), an entity that holds investments in certain retail joint ventures. In addition, as of December 31,
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