Copper Property CTL Pass Through Trust Files 2023 10-K

TL;DR

<b>Copper Property CTL Pass Through Trust filed its 2023 10-K, detailing financial data and property information.</b>

AI Summary

Copper Property CTL Pass Through Trust (CPPTL) filed a Annual Report (10-K) with the SEC on March 11, 2024. The filing is a 10-K annual report for Copper Property CTL Pass Through Trust for the fiscal year ending December 31, 2023. The company's principal business address is 6501 Legacy Drive, Plano, TX 75024. The filing includes data related to retained earnings, additional paid-in capital, and trust certificates for fiscal years 2021, 2022, and 2023. Specific property-related data, including retail sites and warehouse leases, are mentioned for various dates. The report references debt instruments such as Senior Notes, First Lien Notes, and a DIP Facility, with dates dating back to October 28, 2020.

Why It Matters

For investors and stakeholders tracking Copper Property CTL Pass Through Trust, this filing contains several important signals. This 10-K provides a comprehensive overview of the Trust's financial performance and position for the fiscal year 2023, crucial for investors assessing its stability and operations. The detailed financial statements and disclosures within the 10-K are essential for understanding the Trust's asset management, debt structure, and historical financial trends.

Risk Assessment

Risk Level: low — Copper Property CTL Pass Through Trust shows low risk based on this filing. The filing is a standard 10-K for a trust, indicating routine financial reporting rather than significant new developments or risks.

Analyst Insight

Review the detailed financial statements and disclosures in the 10-K to understand the Trust's asset performance and debt obligations.

Key Numbers

• 2023-12-31 — Fiscal Year End (Reporting period)
• 2024-03-11 — Filing Date (Date of submission)
• 0001837671 — Central Index Key (Unique identifier for the filer)
• 6501 Legacy Drive — Street 1 (Business address)
• Plano — City (Business address)
• TX — State (Business address)
• 75024 — ZIP (Business address)
• 972-243-1100 — Business Phone (Contact number)

Key Players & Entities

• Copper Property CTL Pass Through Trust (company) — Filer name
• 6501 Legacy Drive, Plano, TX 75024 (company) — Business and mailing address
• 2023-12-31 (date) — Fiscal year end
• 2024-03-11 (date) — Filing date
• NY (state) — State of incorporation
• OldCopper (company) — Related entity for debt

FAQ

Industry Context

The entity operates within the Real Estate sector, specifically focusing on property trusts.

Regulatory Implications

The filing is made under the Securities Exchange Act of 1934, requiring public companies to submit annual reports.

What Investors Should Do

1. Analyze the financial statements for retained earnings, additional paid-in capital, and trust certificates for FY 2021-2023.
2. Review property-related disclosures, including retail sites and warehouse leases.
3. Examine details on debt instruments like Senior Notes and First Lien Notes.

Key Dates

• 2023-12-31: Fiscal Year End — End of the reporting period for the 10-K.
• 2024-03-11: Filing Date — Date the 10-K was officially submitted to the SEC.

Year-Over-Year Comparison

This is the initial 10-K filing for the Copper Property CTL Pass Through Trust, as indicated by the absence of prior year comparative data within the provided snippet.

Key Financial Figures

• $21,283 — three Retail Properties for proceeds of $21,283. As a result of these sales, we recorde
• $1,612 — in on sales of investment properties of $1,612. During the year ended December 31, 2

Filing Documents

• cpt-20231231.htm (10-K) — 1925KB
• copperpropcotrust_exx31120.htm (EX-31.1) — 10KB
• copperpropcotrust_exx31220.htm (EX-31.2) — 10KB
• copperpropcotrust_exx32120.htm (EX-32.1) — 5KB
• copperpropcotrust_exx32220.htm (EX-32.2) — 5KB
• 0001837671-24-000015.txt (&nbsp;) — 8835KB
• cpt-20231231.xsd (EX-101.SCH) — 62KB
• cpt-20231231_cal.xml (EX-101.CAL) — 48KB
• cpt-20231231_def.xml (EX-101.DEF) — 184KB
• cpt-20231231_lab.xml (EX-101.LAB) — 601KB
• cpt-20231231_pre.xml (EX-101.PRE) — 367KB
• cpt-20231231_htm.xml (XML) — 1603KB

Business

Business 4 Item 1A.

Risk Factors

Risk Factors 7 Item 1B. Unresolved Staff Comments 18

C

Item 1 C . Cybersecurity 18 Item 2 .

Properties

Properties 19 Item 3.

Legal Proceedings

Legal Proceedings 19 Item 4. Mine Safety Disclosures 19 PART I I Item 5 . Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 20 Item 6 . Reserved 20 Item 7 .

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations 21 Item 7A .

Quantitative and Qualitative Disclosures About Market Risk

Quantitative and Qualitative Disclosures About Market Risk 32 Item 8 .

Financial Statements and Supplementary Data

Financial Statements and Supplementary Data 32 Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosures 52 Item 9A.

Controls and Procedures

Controls and Procedures 52 Item 9B. Other Information 53 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 53 PART III Item 10. Directors, Executive Officers and Corporate Governance 53 Item 11.

Executive Compensation

Executive Compensation 54 Item 12.

Security Ownership of Certain Beneficial Owner and Management and Related Stockholder Matters

Security Ownership of Certain Beneficial Owner and Management and Related Stockholder Matters 56 Item 13. Certain Relationships and Related Transactions, and Director Independence 56 Item 14. Principal Accounting Fees and Services 57 PART IV Item 15. Exhibits and Financial Statement Schedules 57 Item 16. Form 10-K Summary 64

SIGNATURES

SIGNATURES 65 PART I All dollar amounts in this Form 10-K in Items 1. through 7A. are stated in thousands with the exception of per share, per square foot and per unit amounts

BUSINESS

ITEM 1. BUSINESS General and Operating History Copper Property CTL Pass Through Trust, a New York common law trust (the "Trust," "we," "our" or "us") was formed on December 12, 2020, in connection with the reorganization of Old Copper Company, Inc. (f/k/a J. C. Penney Company, Inc.) ("Old Copper"), and became effective on January 30, 2021 (the "Effective Date") pursuant to the terms of the Amended Joint Chapter 11 Plan of Reorganization of Old Copper and certain of its subsidiaries (collectively, the "Debtors") (the "Plan of Reorganization"). On the Effective Date, through separate wholly-owned property holding companies (the "PropCos"), we owned 160 retail properties (the "Retail Properties") and six distribution centers (the "Warehouses" and, together with the Retail Properties, the "Properties"), all of which were leased under two Master Leases to one or more subsidiaries of Copper Retail JV LLC ("OpCo Purchaser") (collectively with its subsidiaries, "Penney Intermediate Holdings LLC"), an entity formed by and under the control of a joint venture formed by Simon Property Group, L.P. and Brookfield Asset Management Inc. During the year ended December 31, 2023, we sold three Retail Properties for proceeds of $21,283. As a result of these sales, we recorded a gain on sales of investment properties of $1,612. During the year ended December 31, 2023, we paid distributions to Certificateholders of $ 126,002 , which includes the net proceeds of sales from December 2022 that were distributed in January 2023 and excludes the net proceeds from sales from December 2023 that were distributed in January 2024. As of December 31, 2023, we owned 130 Retail Properties in the United States across 35 states and Puerto Rico, comprising 17.3 million square feet of leasable space. Business Objectives and Strategies Our operations consist primarily of (i) owning the Properties, (ii) operating and leasing the Properties under the terms of the Master Leases to Penney Inte

RISK FACTORS

ITEM 1A. RISK FACTORS Set forth below are the risks that we believe are material to our Certificateholders and careful consideration should be given to these risk factors, in addition to the other information included in this annual report. Each of these risk factors could adversely affect our business operating results and/or financial condition, as well as adversely affect the value of our Certificates. In addition to the following disclosures, please refer to the explanation of qualification and limitations on forward-looking statements beginning on page 21 and you should also refer to the other information contained in this report, including the accompanying consolidated financial statements and the related notes. Risks Relating to Limited Purpose and Recent Formation The Trust has a limited purpose and does not expect to generate or receive cash other than from limited sources. Pursuant to the Trust Agreement, the Trust was established and exists for the purpose of collecting, holding, administering, distributing and liquidating the Properties for the benefit of the Certificateholders. The Trust Agreement further provides that the Trust shall have no objective or authority to continue or to engage in the conduct of a trade or business, except to the extent reasonably necessary to carry out the purpose of the Trust as set forth therein. The Trust does not expect to receive material cash other than through lease payments from the Tenant and from sales of the Properties. The Trust has a limited operating history. The Trust was established in December 2020 and capitalized in January 2021 when it acquired the Properties. The Trust's limited operating history makes it difficult to forecast, among other things, its future cash proceeds from sales of the Properties. In assessing its business prospects, you should consider various risks and difficulties encountered by newly organized companies. These risks include the Trust's ability to implement and execute its

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View this 10-K filing on SEC EDGAR