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| Equity Method Investments and Joint Ventures [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Unconsolidated Affiliates | NOTE 7. UNCONSOLIDATED AFFILIATES At December 31, 2025, the Company had investments in 23 entities, which are accounted for using the equity method of accounting. All investments in unconsolidated affiliates were similar in nature and the entities all were developing or held and operated real estate assets. The Company had three unconsolidated affiliates with its ownership interest ranging from 33% to 49%, 16 unconsolidated affiliates owned in 50/50 joint ventures and three unconsolidated affiliates with ownership interests of 65%. Although the Company had majority ownership of certain joint ventures during 2025, 2024 and 2023, it evaluated the investments and concluded that the other partners or owners in these joint ventures had substantive participating rights or the ability to direct the activities that most significantly affect the economic performance of VIEs, such as approvals of: • the pro forma for the development and construction of the project and any material deviations or modifications thereto; • the site plan and any material deviations or modifications thereto; • the conceptual design of the project and the initial plans and specifications for the project and any material deviations or modifications thereto; • any acquisition/construction loans or any permanent financings/refinancings; • the annual operating budgets and any material deviations or modifications thereto; • the initial leasing plan and leasing parameters and any material deviations or modifications thereto; and • any material acquisitions or dispositions with respect to the project. As a result of these considerations, the Company accounts for these investments using the equity method of accounting. Additionally, the Company had a wholly owned investment that was deconsolidated as a result of losing control when the property went into receivership. 2025 Activity - Unconsolidated Affiliates Alamance Crossing CMBS, LLC In March 2025, the Company transferred title of the mall to the mortgage holder in satisfaction of the non-recourse debt secured by the property, which had a balance of $41,122. BI Developments, LLC In November 2025, the $1,725 loan secured by the former JC Penney parcel at Northgate Mall was paid off with the proceeds from the sale of the parcel. The parcel was sold for $4,000. BI Developments II, LLC In March 2025, the Company and its joint venture partner sold an outparcel. The sale resulted in total gross proceeds of $2,400 and the Company recognized a gain of $1,035 at the Company's share. Fremaux Town Center, JV, LLC In October 2025, the Company sold its interest in the property to its joint venture partner. After the repayment of the $34,968 of property-specific debt, the Company received $30,767 in proceeds, which was recognized through equity in earnings in the consolidated statements of operations. Mall of South Carolina, LP and Mall of South Carolina Outparcel, LP In September 2025, the Company entered into a forbearance agreement on the loan secured by Coastal Grand Mall and Coastal Grand Crossing that waived default interest and extended the maturity date through August 2028. In addition to the existing contractual interest rate, the forbearance agreement provides for default interest on the outstanding loan balance of 1%, 2% and 3% for each successive year of the forbearance agreement. Coastal Grand-DSG LLC In October 2025, the Company exercised the extension option on the loan secured by Coastal Grand Mall - Dick's Sporting Goods, which extended the maturity date through May 2026. Port Orange I, LLC In February 2025, the Company and its joint venture partner exercised the one-year extension option on the loan secured by the Pavilion at Port Orange, which extended the maturity date through February 2026. In April 2025, the Company and its joint venture partner sold an outparcel. The sale resulted in total gross proceeds of $1,300 and the Company recognized a gain of $832 at the Company's share. In September 2025, the Company and its joint venture partner closed on a new $43,000, five-year non-recourse loan, which bears a fixed interest rate of 5.933% and used the net proceeds to retire the previous loan. York Town Center Holding, LP In March 2025, the loan secured by York Town Center was extended for six months through September 2025. In August 2025, the loan secured by York Town Center was extended through June 2026 and the interest rate was increased to 6%. Southpark Mall CMBS, LLC In July 2025, the loan secured by Southpark Mall entered default and the property was placed into receivership. As of December 31, 2025, the loan secured by Southpark Mall had an outstanding balance of $48,271. For the year ended December 31, 2025, the Company recognized gain on deconsolidation of $33,851. The Company anticipates returning the property to the lender. 2024 Activity - Unconsolidated Affiliates Ambassador Infrastructure, LLC In December 2024, the loan secured by Ambassador Infrastructure was modified and extended. The modified loan bears a fixed interest rate of 7.26% and matures in March 2027. BI Development II, LLC In November 2024, the $3,062 loan secured by the former Sears parcel at Northgate Mall was paid off using proceeds from the sale of that parcel. CBL/T-C, LLC In December 2024, the Company closed on the acquisition of its partner's 50% joint venture interests in CoolSprings Galleria, Oak Park Mall and West County Center. See Note 5 and Note 8 for more information. CBL-TRS Med OFC Holding, LLC In September 2024, construction was completed and the Company's full payment guaranty of the construction loan was released. Coastal Grand-DSG LLC In November 2024, the loan secured by Coastal Grand Dick's Sporting Goods was modified and extended. The modified loan has a fixed interest rate of 8.05% and matured in November 2025 with an option to extend to May 2026. Louisville Outlet Shoppes, LLC In October 2024, the Company and its joint venture partner entered into a new $66,000 non-recourse loan secured by The Outlet Shoppes of the Bluegrass. Proceeds from the new loan were used to pay off the existing $61,480 loan secured by the property. The new loan has a ten-year term and bears a fixed interest rate of 6.84%. Mall of South Carolina, LP and Mall of South Carolina Outparcel, LP In August 2024, the Company was notified by the lender that the loans secured by Coastal Grand Mall and Coastal Grand Crossing were in maturity default. In September 2025, the Company entered into a forbearance agreement. Vision-CBL Hamilton Place, LLC In July 2024, the loan secured by Hamilton Place Aloft Hotel was modified and extended. The modified loan bears a fixed interest rate of 7.2% and matures in . West Melbourne I, LLC In November 2024, the Company and its joint venture partner entered into new non-recourse loans secured by Hammock Landing which total $45,000. Proceeds from the new loans were used to pay off the existing variable rate loans secured by the property, which totaled $44,243. The new loans have a ten-year term and bear a fixed interest rate of 5.86%. WestGate Mall CMBS, LLC In May 2024, the Company transferred title of the mall to the mortgage holder in satisfaction of the non-recourse debt secured by the property, which had a balance of $28,661. 2023 Activity - Unconsolidated Affiliates Alamance Crossing CMBS, LLC In February 2023, the Company deconsolidated Alamance Crossing East as a result of the Company losing control when the property was placed in receivership. As of December 31, 2024, the loan secured by Alamance Crossing East had an outstanding balance of $41,122. For the year ended December 31, 2023, the Company recognized gain on deconsolidation of $28,151. Atlanta Outlet Shoppes CMBS, LLC In October 2023, the joint venture entered into a new $79,330, ten-year, non-recourse loan secured by the property. Proceeds from the new loan were used to pay off two previous loans totaling $69,531. The new loan bears a fixed interest rate of 7.85% and matures in . CBL-TRS Med OFC Holding, LLC In June 2023, the Company and its joint venture partner in Friendly Center and The Shops at Friendly entered into a new 50/50 joint venture, CBL-TRS Med OFC Holding, LLC, for the purpose of entering into a joint venture, CBL DMC I, LLC, with a third party to develop a medical office building on a parcel of land adjacent to those centers. CBL-TRS Med OFC Holding, LLC contributed the parcel of land valued at $2,600 to CBL DMC I, LLC in exchange for a 50% interest in CBL DMC I, LLC. The unconsolidated affiliate is a VIE. CBL-TRS Joint Venture, LLC In April 2023, the Company and its joint venture partner entered into a new $148,000 loan secured by Friendly Center and The Shops at Friendly Center. Proceeds from the new loan were used to pay off two previous loans totaling $145,203. The new loan bears a fixed interest rate of 6.44% and matures in . Louisville Outlet Shoppes, LLC In April 2023, the $7,247 loan secured by The Outlet Shoppes of the Bluegrass - Phase II, an unconsolidated affiliate, was paid off. West County Mall CMBS, LLC In March 2023, the loan secured by West County Mall was extended through December 2024, with one two-year conditional extension option available upon meeting certain requirements. Westgate Mall CMBS, LLC In September 2023, the Company deconsolidated WestGate Mall as a result of the Company losing control when the property was placed in receivership. For the year ended December 31, 2023, the Company recognized gain on deconsolidation of $19,728. Condensed Combined Financial Statements - Unconsolidated Affiliates Condensed combined financial statement information of the unconsolidated affiliates is as follows:
(1) The Company's pro rata share of net income is included in equity in earnings of unconsolidated affiliates for each period presented in the accompanying consolidated statements of operations. The Company's pro rata share of net income was $53,276, $22,932 and $11,865 for the years ended December 31, 2025, 2024 and 2023, respectively.
Variable Interest Entities The Operating Partnership and certain of its subsidiaries are deemed to have the characteristics of a VIE primarily because the limited partners of these entities do not collectively possess substantive kick-out or participating rights. Generally, a VIE is a legal entity in which the equity investors do not have the characteristics of a controlling financial interest or the equity investors lack sufficient equity at risk for the entity to finance its activities without additional subordinated financial support. A limited partnership is considered a VIE when the majority of the limited partners unrelated to the general partner possess neither the right to remove the general partner without cause, nor proportionate rights to participate in the decisions that most significantly affect the financial results of the partnership. The Company consolidates the Operating Partnership, which is a VIE, for which the Company is the primary beneficiary. The Company, through the Operating Partnership, consolidates all VIEs for which it is the primary beneficiary. In determining whether the Company is the primary beneficiary of a VIE, the Company considers qualitative and quantitative factors, including, but not limited to: which activities most significantly impact the VIE’s economic performance and which party controls such activities; the amount and characteristics of the Company's investment; the obligation or likelihood for the Company or other investors to provide financial support; and the similarity with and significance to the Company's business activities and the business activities of the other investors. As of December 31, 2025, the Company had investments in 10 consolidated VIEs with ownership interests ranging from 50% to 92%. See Note 14 for a description of guarantees the Operating Partnership has issued related to the unconsolidated affiliates. |
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