MILLS CORP

MILLS CORP

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Company Overview
The Mills Corporation is an American based fully integrated, self-managed real estate investment trust company that engaged in the provision of development, redevelopment, leasing, financing, management and marketing services to its properties through Mills LP and its various subsidiaries. The company was founded in 1985 as the Western Development Company and has its registered office located in Arlington, Maryland.
The company’s portfolio consists of three types of retail and entertainment real estate properties: Mills Landmark Centers, which consists of 18 retail and entertainment super-regional shopping centers located in the United States and Canada and was branded as Mills; 21st Century Retail and Entertainment Centers, consists of 20 conventional regional shopping centers located in the United States and Canada and is anchored by traditional department stores and open-air retail and entertainment centers; and International Retail and Entertainment Centers, a full-priced retail and entertainment centers located in Europe.
SPG-FCM Ventures, LLC, a joint venture between an entity owned by Simon Property Group, Inc., a fully integrated real estate company and funds managed by Farallon Capital Management, L.L.C., which manages equity capital for institutions and high net worth individuals acquired The Mills Corporation in April 2007.
Business Summary
The Mills Corporation (TMC) is a fully integrated, self-managed real estate investment trust that provides development, redevelopment, leasing, financing, management and marketing services to its properties through Mills LP and its various subsidiaries. Its portfolio consists of three types of retail and entertainment real estate properties: Mills Landmark Centers, retail and entertainment super-regional shopping centers located in the United States and Canada branded as Mills; 21st Century Retail and Entertainment Centers, conventional regional shopping centers located in the United States and Canada anchored by traditional department stores and open-air retail and entertainment centers, and International Retail and Entertainment Centers, full-priced retail and entertainment centers located in Europe. On April 3, 2007, SPG-FCM Ventures, LLC, a joint venture between an entity owned by Simon Property Group, Inc. and funds managed by Farallon Capital Management, L.L.C., acquired TMC.
Description and history
The Mills Corporation (TMC), incorporated in 1991, is a fully integrated, self-managed real estate investment trust (REIT) that provides development, redevelopment, leasing, financing, management and marketing services to its properties through Mills LP and its various subsidiaries. The Company’s portfolio primarily consists of three types of retail and entertainment real estate properties: Mills Landmark Centers, retail and entertainment super-regional shopping centers located in the United States and Canada branded as Mills; 21st Century Retail and Entertainment Centers, conventional regional shopping centers located in the United States and Canada anchored by traditional department stores and open-air retail and entertainment centers, and International Retail and Entertainment Centers, full-priced retail and entertainment centers located in Europe. On April 3, 2007, SPG-FCM Ventures, LLC, a joint venture between an entity owned by Simon Property Group, Inc. and funds managed by Farallon Capital Management, L.L.C., completed the acquisition of TMC. The acquisition was completed by means of a merger of a subsidiary of SPG-FCM Ventures and TMC.

As of December 31, 2004, TMC’s portfolio totaled 38 properties and consisted of 17 Mills Landmark Centers, 20 21st Century Retail and Entertainment Centers and one International Retail and Entertainment Center. Of these, 25 were owned by joint ventures in which the Company held equity interests (12 Mills Landmark Centers and 13 21st Century Retail and Entertainment Centers). In October 2006, the Company completed the sale of its interests in Vaughan Mills (Ontario, Canada), St. Enoch Centre (Glasgow, Scotland) and Madrid Xanadu (Madrid, Spain) to Ivanhoe Cambridge, Inc.

Mills Landmark Centers

Mills Landmark Centers typically contain an average of approximately 1.3 million square feet of gross leasable area (GLA) 175 to 200 in-line tenants and an average of 16 anchor tenants. Mills Landmark Centers are essentially a hybrid of various retail formats with a diverse tenant base consisting of anchor stores, in-line stores, manufacturer’s outlets, off-price retailers, catalog retailers, category killers (which offer a selection of products in one defined merchandise category) and entertainment venues.

Anchors and other tenants at TMC’s Mills Landmark Centers are Last Call-Neiman Marcus, Bath & Body Works, Liz Claiborne, Nordstrom Rack, Build-A-Bear, Ralph Lauren/Polo, Off 5th-Saks Fifth Avenue, Banana Republic Factory Store, JC Penney, Bebe Outlet, J. Crew, GAP Outlet, L.L. Bean, Bass Pro Shops Outdoor World, AMC Theatres, Bed, Bath & Beyond, Dave & Buster’s, Books-A-Million and NASCAR Speedpark. During the year ended December 31, 2004, the Company added two Mills Landmark Centers to its portfolio: Cincinnati Mills, located in Cincinnati, Ohio, and Vaughan Mills, located near Toronto, Canada. Vaughan Mills is owned through a joint venture arrangement.

21st Century Retail and Entertainment Centers

In 2004, TMC added 10 21st Century Retail and Entertainment Centers to its portfolio, Westland Mall near Miami, Florida; Stoneridge Mall in Pleasanton, California; Columbus City Center in Columbus, Ohio; Lakeforest Mall in Gaithersburg, Maryland; The Mall at Tuttle Crossing in Columbus, Ohio; Marley Station in Glen Burnie, Maryland; Hilltop Mall in West Contra Costa County, California; Briarwood Mall in Ann Arbor, Michigan; Meadowood Mall in Reno, Nevada, and The Falls in Miami, Florida. The Company owns all of these properties, except for Westland Mall, through joint venture arrangements with General Motors Pension Trust. In March 2005, the Company added Southdale Center located near Minneapolis, Minnesota and Southridge Mall located near Milwaukee, Wisconsin. Anchors and other tenants at TMC’s 21st Century Retail and Entertainment Centers are JC Penney, Banana Republic, AMC Theatres, Macy’s, Pottery Barn, Dave & Buster’s, Saks Fifth Avenue, Williams-Sonoma, Sears and Victoria’s Secret.

International Retail and Entertainment Centers

The Company expanded in properties with the acquisition of international retail and entertainment centers. In May 2003, TMC opened Madrid Xanad , located near Madrid, Spain. El Corte Ingl s, occupies 350,000 square feet of GLA, and the project also has an indoor ski and snowboarding slope. In November 2004, the City of Rome selected the Company to re-develop the site of the former Mercati Generali into an urban cultural, entertainment and retail center that is anticipated to break ground in 2005. Pursuant to its international growth strategy, in January 2005, the Company purchased a 50% interest in St. Enoch Centre located in Glasgow, Scotland and is investigating potential expansion and development opportunities for the property.

TMC has formed strategic relationships with certain developers and equity partners. The Company has a long-standing relationship with KanAm, a German syndicator of closed and open-end real estate funds. As of December 31, 2004, through closed end funds, KanAm has investments in operating properties, including Arundel Mills, Colorado Mills, Concord Mills, Discover Mills, Grapevine Mills, Katy Mills, St. Louis Mills and The Block at Orange, and Construction Projects, including Meadowlands Xanadu and Pittburgh Mills. In addition to these investments, KanAm owned approximately 1.23% of the common partnership units of Mills LP. KanAm Grund, a KanAm affiliate, manages German syndicated open-end real estate funds, holds an approximate 50% equity interest in each of Great Mall of the Bay Area and Opry Mills.

In November 2004, TMC opened Vaughan Mills located near Toronto, Canada. Vaughan Mills was the first project that the Company developed jointly with Ivanhoe Cambridge pursuant to a Master Agreement entered into in October 1999. In January 2005, TMC expanded its relationship with Ivanhoe Cambridge beyond North America by becoming a 50-50 partner in the acquisition of St. Enoch Centre in Glasgow, Scotland.

In August 2004, TMC purchased an approximate 50% managing member limited liability company (LLC) interest in nine regional mall properties from GM Trusts (comprising G.M. Hourly and U.S. Salaried pension plans and certain current and formerly affiliated pension plans) which through its affiliates, currently manages over $148 billion in total assets for affiliated and unaffiliated clients. The nine regional mall properties jointly owned are: Briarwood Mall in Ann Arbor, Michigan; Columbus City Center in Columbus, Ohio; The Falls, Miami, Florida; Hilltop Mall in West Contra Costa County, California; Lakeforest Mall in Gaithersburg, Maryland; The Mall at Tuttle Crossing in Columbus, Ohio; Marley Station in Glen Burnie, Maryland; Meadowood Mall, Reno, Nevada, and Stoneridge Mall in Pleasanton, California.

Founded as the Western Development Company

Business Line
Real estate investment trust company that engaged in the provision of development, redevelopment, leasing, financing, management and marketing services to its properties through Mills LP and its various subsidiaries
Subsidiary
FRANKLIN MILLS CORPORATION
Advisor
ERNST & YOUNG LLP
IPO date
4/1994
US SIC Code
6798
Company Address
Suite 400
1300, Wilson Boulevard
City province or state postal code
22209, ARLINGTON, VA
Phone: +1 703 526 5000
Fax: +1 703 526 5237
Country address: UNITED STATES OF AMERICA
Website url: www.millscorp.com