SRG 10-K Annual Report Dec. 31, 2021 | Alphaminr
Seritage Growth Properties
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SRG 10-K Fiscal year ended Dec. 31, 2021

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CIK: 1628063
Filing Type: 10-K/A
Report Date: 2021-12-31
Download URL: https://www.sec.gov/Archives/edgar/data/1628063/000095017022006885/srg-20211231.htm
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1A. RiItem 1B. Unresolved Staff CommentsItem 1B. UnresolvItem 2. PropertiesItem 2. PrItem 3. Legal ProceedingsItem 3. LegalItem 4. Mine Safety DisclosuresItem 4. Mine SafPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 5. Market For Registrant S Common Equity, Related StoItem 6. ReservedItem 7. Management's Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7. Management's Discussion and Analysis OItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 7A. Quantitative and QualitatItem 8. Financial Statements and Supplementary DataItem 8. Financial StatemenItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9. Changes in and Disagreements with AccoItem 9A. Controls and ProceduresItem 9A. ControlsItem 9B. Other InformationItem 9B. OtheItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsPart IIIItem 10. Directors, Executive Officers, and Corporate GovernanceItem 10. Directors, Executive OffItem 11. Executive CompensationItem 11. ExecutiItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 12. Security Ownership Of Certain Beneficial OwItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 13. Certain Relationships and RelatedItem 14. Principal Accounting Fees and ServicesItem 14. Principal AccouPart IVItem 15. Exhibits and Financial Statement ScheduleItem 15. Exhibits and FinaNote 1 OrganizationNote 2 Summary Of Significant Accounting PoliciesNote 3 Lease Intangible Assets and LiabilitiesNote 4 Investments in Unconsolidated EntitiesNote 5 LeasesNote 6 DebtNote 7 Income TaxesNote 8 Fair Value MeasurementsNote 9 Commitments and ContingenciesNote 10 Related Party DisclosureNote 11 Non-controlling InterestsNote 12 Shareholders EquityNote 13 Earnings Per ShareNote 14 Share-based CompensationNote 15 Revision Of Quarterly Cash Flow Statements (unaudited)

Exhibits

2.1 Subscription, Distribution and Purchase and Sale Agreement, dated as of June 8, 2015, by and between Seritage Growth Properties and Sears Holdings Corporation Incorporated by reference to Exhibit 2.1 to our Registration Statement on Form S-11, filed on June 9, 2015. 3.1 Articles of Amendment and Restatement Incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K, filed on July 10, 2015. 3.2 Articles Supplementary Establishing and Fixing the Rights and Preferences of 7.00% Series A Cumulative Redeemable Preferred Shares of Beneficial Interest, par value $0.01 per share Incorporated by reference to Exhibit 3.1 to our Registration Statement on Form 8-A, filed on December 14, 2017. 3.3 Amended and Restated Bylaws Incorporated by reference to Exhibit 3.2 to our Quarterly Report on Form 10-Q, filed on May 3, 2019. 4.1 Registration Rights Agreement by and among Seritage Growth Properties, ESL Investments, Inc., and Seritage Growth Properties, L.P., dated as of July 7, 2015 Incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K, filed on July 10, 2015. 4.2 Form of specimen certificate evidencing the 7.00% Series A Cumulative Redeemable Preferred Shares of Beneficial Interest, par value $0.01 per share Incorporated by reference to Exhibit 4.1 to our Registration Statement on Form 8-A, filed on December 14, 2017. 4.3 Description of Capital Stock of Seritage Growth Properties Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 Incorporated by reference to Exhibit 4.3 to our Annual Report on Form 10-K, filed on March 2, 2020. 10.1 Transition Services Agreement by and between Sears Holdings Management Corporation and Seritage Growth Properties, L.P., dated as of July 7, 2015 Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K, filed on July 10, 2015. 10.2 Amended and Restated Agreement of Limited Partnership of Seritage Growth Properties, L.P., dated as of December 14, 2017 Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K, filed on December 14, 2017. 10.3* Holdco Master Lease by and among Seritage SRC Finance LLC, Seritage KMT Finance LLC, Transform SR Operations LLC and Transform KM Operations LLC, dated as of February 28, 2019 Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K, filed on March 15, 2019. 10.4* Side Letter to Holdco Master Lease, by and among Seritage KMT Finance LLC, Seritage SRC Finance LLC, Transform SR Operations LLC and Transform KM Operations LLC, dated as of February 28, 2019 Incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K, filed on March 15, 2019. 10.5 Mortgage Loan Agreement by and among Seritage SRC Finance LLC, Seritage KMT Finance LLC, certain other subsidiaries of Operating Partnership, JPMorgan Chase Bank, National Association and H/2 SO III Funding LLC, dated as of July 7, 2015 Incorporated by reference to Exhibit 10.4 to our Current Report on Form 8-K, filed on July 10, 2015. 10.6 Omnibus Amendment to the Mortgage Loan Agreement, dated as of September 28, 2015, by and among Seritage SRC Finance LLC, Seritage KMT Finance LLC, certain other subsidiaries of Operating Partnership, Seritage Growth Properties, Seritage Growth Properties L.P., JPMorgan Chase Bank, National Association and H/2 SO III Funding LLC Incorporated by reference to Exhibit 10.6 to our Annual Report on Form 10-K, filed on March 1, 2017. 10.7 Second Amendment to Mortgage Loan Agreement, dated as of November 8, 2016, by and among Seritage SRC Finance LLC, Seritage KMT Finance LLC, certain other subsidiaries of Operating Partnership, Seritage Growth Properties, Seritage Growth Properties L.P. and Wells Fargo Bank, National Association Incorporated by reference to Exhibit 10.7 to our Annual Report on Form 10-K, filed on March 1, 2017. 10.8 Mezzanine Loan Agreement by and among Seritage SRC Mezzanine Finance LLC, Seritage KMT Mezzanine Finance LLC, JPMorgan Chase Bank, National Association and H/2 Special Opportunities III Corp., dated as of July 7, 2015 Incorporated by reference to Exhibit 10.5 to our Current Report on Form 8-K, filed on July 10, 2015. 10.9 Omnibus Amendment to Mezzanine Loan Agreement, dated as of September 28, 2015, by and among Seritage SRC Mezzanine Finance LLC, Seritage KMT Mezzanine Finance LLC, Seritage Growth Properties, Seritage Growth Properties L.P., JPMorgan Chase Bank, National Association and H/2 Special Opportunities III Corp. Incorporated by reference to Exhibit 10.9 to our Annual Report on Form 10-K, filed on March 1, 2017. 10.10 Second Amendment to Mezzanine Loan Agreement, dated as of November 8, 2016, by and among Seritage SRC Mezzanine Finance LLC, Seritage KMT Mezzanine Finance LLC, Seritage Growth Properties, Seritage Growth Properties, L.P. and Wells Fargo Bank, National Association Incorporated by reference to Exhibit 10.10 to our Annual Report on Form 10-K, filed on March 1, 2017. 10.11 Third Amendment to Mezzanine Loan Agreement, entered into as of November 8, 2017 and effective as of June 30, 2017, by and among Seritage SRC Mezzanine Finance LLC, Seritage KMT Mezzanine Finance LLC, Seritage Growth Properties, Seritage Growth Properties, L.P. and Wells Fargo Bank, National Association Incorporated by reference to Exhibit 10.11 to our Annual Report on Form 10-K, filed on February 28, 2018. 10.12 Term Loan Facility by and among Seritage Growth Properties, L.P.,Seritage Growth Properties,JPP, LLC and JPP II, LLC, dated as of February 23, 2017 Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K, filed on February 24, 2017. 10.13 Senior Unsecured Term Loan Agreement, dated as of December 27, 2017, among Seritage Growth Properties, L.P., Seritage Growth Properties, JPP, LLC, JPP II, LLC and Empyrean Investments, LLC, as lenders, and JPP, LLC, as administrative agent Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K, filed on December 28, 2017. 10.14 Form of Seritage Growth Properties 2015 Share Plan Incorporated by reference to Exhibit 10.6 to our Registration Statement on Form S-11, filed on May 11, 2015. 10.15 Seritage Growth Properties Restricted Share Agreement Incorporated by reference to Exhibit 10.6 to our Current Report on Form 8-K, filed on July 10, 2015. 10.16 Form of Seritage Growth Properties Restricted Share Agreement Incorporated by reference to Exhibit 10.14 to our Annual Report on Form 10-K, filed on March 1, 2017. 10.17 Form of Seritage Growth Properties Sign-On P-RSU Restricted Share Agreement Incorporated by reference to Exhibit 10.7 to our Current Report on Form 8-K, filed on July 10, 2015. 10.18 Form of Seritage Growth Properties Time-Vesting Restricted Share Unit Agreement Incorporated by reference to Exhibit 10.8 to our Current Report on Form 8-K, filed on July 10, 2015. 10.19 Form of Seritage Growth Properties Annual P-RSU Restricted Share Agreement Incorporated by reference to Exhibit 10.9 to our Current Report on Form 8-K, filed on July 10, 2015. 10.20 Employment Agreement with Brian Dickman, dated as of July 6, 2015 Incorporated by reference to Exhibit 10.10 to our Current Report on Form 8-K, filed on July 10, 2015. 10.21 Employment Agreement with Mary Rottler, dated as of June 2, 2015 Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K, filed on June 19, 2015. 10.22 Employment Agreement, dated April 17, 2015, between Benjamin Schall and Seritage Growth Properties Incorporated by reference to Exhibit 10.8 to our Registration Statement on Form S-11, filed on May 26, 2015. 10.23 Letter Agreement, dated April 30, 2015, among Seritage Growth Properties, Seritage Growth Properties, L.P. and Benjamin Schall Incorporated by reference to Exhibit 10.9 to our Registration Statement on Form S-11, filed on May 26, 2015. 10.24 Letter Agreement, dated May 15, 2015, between Matthew Fernand and Seritage Growth Properties Incorporated by reference to Exhibit 10.10 to our Registration Statement on Form S-11, filed on May 26, 2015. 10.25 Letter Agreement, dated May 13, 2015, between James Bry and Seritage Growth Properties Incorporated by reference to Exhibit 10.11 to our Registration Statement on Form S-11, filed on May 26, 2015. 10.26 Exchange Agreement by and among Seritage Growth Properties, Seritage Growth Properties, L.P., ESL Partners, L.P., and Edward S. Lampert, dated as of June 26, 2015 Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K, filed on July 2, 2015. 10.27 Exchange Agreement by and among Seritage Growth Properties and Fairholme Capital Management, L.L.C., dated as of June 30, 2015 Incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K, filed on July 2, 2015. 10.28 Senior Secured Term Loan Agreement, dated July 31, 2018, among Seritage Growth Properties, Seritage Growth Properties, L.P. and Berkshire Hathaway Life Insurance Company of Nebraska Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K, filed on July 31, 2018. 10.29 Employment Agreement, dated May 2, 2018, among Seritage Growth Properties, Seritage Growth Properties, L.P. and Benjamin Schall Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on May 7, 2018. 10.30 Employment Agreement, dated May 16, 2018, among Seritage Growth Properties, Seritage Growth Properties, L.P. and Kenneth Lombard Incorporated by reference to Exhibit 10.3 to our Quarterly Report on Form 10-Q, filed on August 3, 2018. 10.31 Form of Seritage Growth Properties Time-Vesting Restricted Share Unit Agreement 2018 Incentive RSUs Incorporated by reference to Exhibit 10.4 to our Quarterly Report on Form 10-Q, filed on August 3, 2018. 10.32 Form of Seritage Growth Properties Performance-Vesting Restricted Share Unit Agreement 2018 Incentive P-RSUs Incorporated by reference to Exhibit 10.5 to our Quarterly Report on Form 10-Q, filed on August 3, 2018. 10.33 First Amendment to the Master Lease, effective as of October 29, 2019, by and among Seritage SRC Finance LLC and Seritage KMT Finance LLC Incorporated by reference to Exhibit 10.33 to our Annual Report on Form 10-K, filed on March 2, 2020. 10.34 Amendment No. 1 to Senior Secured Term Loan Agreement, dated May 5, 2020, among Seritage Growth Properties, L.P. and Berkshire Hathaway Life Insurance Company of Nebraska Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K, filed on May 8, 2020. 10.35 Master Lease Modification and Settlement Agreement, dated as of June 3, 2020, by and among Seritage SRC Finance LLC, Seritage KMT Finance LLC, Transform SR Operations LLC and Transform KM Operations LLC Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K, filed on June 4, 2020. 10.36 Second Master Lease Modification and Settlement Agreement, dated December 02, 2020, by and among Seritage SRC Finance LLC, Seritage KMT Finance LLC, Transform SR Operations LLC and Transform KM Operations LLC Incorporated by reference to Exhibit 10.36 to our Annual Report on Form 10-K, filed on March 15, 2021. 10.37 Employment Agreement, dated February 7, 2021, among Seritage Growth Properties, Seritage Growth Properties, L.P. and Andrea Olshan Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K, filed on February 9, 2021. 10.38 Amendment No. 2 to Senior Secured Term Loan Agreement, dated November 24, 2021, among Seritage Growth Properties, L.P. and Berkshire Hathaway Life Insurance Company of Nebraska Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K, filed on November 26, 2021. 21.1 List of subsidiaries Filed herewith. 23.1 Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm Filed herewith. 31.1 Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Filed herewith. 31.2 Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Filed herewith. 32.1 Certification of the Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350 Furnished herewith. 32.2 Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350 Furnished herewith.