Mills (NYSE:MLS)
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The Mills Corporation (NYSE:MLS) announced today that it has completed a
restructured transaction with Colony Capital Acquisitions, LLC and KanAm
USA Management XXII Limited Partnership regarding Meadowlands Xanadu (“Project”).
This transaction eliminates future financial obligations of The Mills to
the Project, releases the Company from any obligations to contractors,
the New Jersey Sports and Exposition Authority, the State of New Jersey,
ends any guarantees and preferences and indemnifies The Mills with
respect to all pre-closing obligations to third parties.
The Company also announced that, as anticipated, Laurence C. Siegel is
resigning as non-executive Chairman and that The Mills’
Board of Directors will shortly appoint a new Chairman.
Under the terms of the restructured transaction, The Mills has issued to
Colony subordinated notes with a face value of $175 million, $87.5
million maturing on September 30, 2007 and $87.5 million maturing on
September 30, 2008.
Under the terms of the revised agreement, The Mills will have a
subordinated capital account of approximately $500 million which may, in
a possible future liquidity event for the partnership, provide some
financial return to The Mills.
Mark S. Ordan, the Company’s Chief Executive
Officer and President, stated, “We believe
from our strategic alternative process that the completion of this
transaction will facilitate this very important process. We are also
pleased that this transaction will further reduce our corporate overhead
and obligations and allow the Company to continue to focus on its core
assets.”
The Mills expects to record an impairment charge for GAAP purposes that
equals its entire capital account including the capital contributed over
the balance of this year and the full amount of the subordinated debt
issued as a part of the revised transaction.
Additional details of the transaction, including further information on
terms will be available in a Form 8-K to be filed by the Company with
the Securities and Exchange Commission.
About The Mills Corporation
The Mills Corporation, based in Chevy Chase, MD, is a developer, owner
and manager of a diversified portfolio of retail destinations, including
regional shopping malls and market-dominant retail and entertainment
centers. It currently owns 39 properties in the United States totaling
approximately 48 million square feet. The Mills is traded on the New
York Stock Exchange under the ticker: MLS. For more information, visit
the Company’s website at www.themills.com.
Statements in this press release that are not historical - including
the exploration of strategic alternatives or the ultimate success of the
Meadowlands Xanadu project - may be deemed forward-looking statements
within the meaning of the federal securities laws. Although The Mills
believes the expectations reflected in any forward-looking statements
are based on reasonable assumptions, The Mills can give no assurance
that its expectations will be attained or that the exploration of
strategic alternatives will result in any transaction and it is possible
that our actual circumstances and results may differ materially from
those indicated by these forward-looking statements due to a variety of
risks and uncertainties. The Mills undertakes no obligation to publicly
update or revise any forward-looking statements, whether as a result of
new information, future events or otherwise. The reader is directed to
The Mills’ various filings with the SEC,
including quarterly reports on Form 10-Q, reports on Form 8-K and its
annual reports on Form 10-K, for a discussion of such risks and
uncertainties.
The Mills Corporation (NYSE:MLS) announced today that it has
completed a restructured transaction with Colony Capital Acquisitions,
LLC and KanAm USA Management XXII Limited Partnership regarding
Meadowlands Xanadu ("Project"). This transaction eliminates future
financial obligations of The Mills to the Project, releases the
Company from any obligations to contractors, the New Jersey Sports and
Exposition Authority, the State of New Jersey, ends any guarantees and
preferences and indemnifies The Mills with respect to all pre-closing
obligations to third parties.
The Company also announced that, as anticipated, Laurence C.
Siegel is resigning as non-executive Chairman and that The Mills'
Board of Directors will shortly appoint a new Chairman.
Under the terms of the restructured transaction, The Mills has
issued to Colony subordinated notes with a face value of $175 million,
$87.5 million maturing on September 30, 2007 and $87.5 million
maturing on September 30, 2008.
Under the terms of the revised agreement, The Mills will have a
subordinated capital account of approximately $500 million which may,
in a possible future liquidity event for the partnership, provide some
financial return to The Mills.
Mark S. Ordan, the Company's Chief Executive Officer and
President, stated, "We believe from our strategic alternative process
that the completion of this transaction will facilitate this very
important process. We are also pleased that this transaction will
further reduce our corporate overhead and obligations and allow the
Company to continue to focus on its core assets."
The Mills expects to record an impairment charge for GAAP purposes
that equals its entire capital account including the capital
contributed over the balance of this year and the full amount of the
subordinated debt issued as a part of the revised transaction.
Additional details of the transaction, including further
information on terms will be available in a Form 8-K to be filed by
the Company with the Securities and Exchange Commission.
About The Mills Corporation
The Mills Corporation, based in Chevy Chase, MD, is a developer,
owner and manager of a diversified portfolio of retail destinations,
including regional shopping malls and market-dominant retail and
entertainment centers. It currently owns 39 properties in the United
States totaling approximately 48 million square feet. The Mills is
traded on the New York Stock Exchange under the ticker: MLS. For more
information, visit the Company's website at www.themills.com.
Statements in this press release that are not historical -
including the exploration of strategic alternatives or the ultimate
success of the Meadowlands Xanadu project - may be deemed
forward-looking statements within the meaning of the federal
securities laws. Although The Mills believes the expectations
reflected in any forward-looking statements are based on reasonable
assumptions, The Mills can give no assurance that its expectations
will be attained or that the exploration of strategic alternatives
will result in any transaction and it is possible that our actual
circumstances and results may differ materially from those indicated
by these forward-looking statements due to a variety of risks and
uncertainties. The Mills undertakes no obligation to publicly update
or revise any forward-looking statements, whether as a result of new
information, future events or otherwise. The reader is directed to The
Mills' various filings with the SEC, including quarterly reports on
Form 10-Q, reports on Form 8-K and its annual reports on Form 10-K,
for a discussion of such risks and uncertainties.