Copper Property CTL Pass Through Trust (the “Trust”) is a New York common law trust. The Trust was established to acquire 160 retail properties and 6 warehouse distribution centers (collectively the “Properties”) from J.C. Penney as part of its Chapter 11 Plan of Reorganization (the “Plan of Reorganization”) and to sell all of its assets. The Trust is intended to be treated, for tax purposes, as a liquidating trust within the meaning of United States Treasury Regulation Section 301.7701-4(d).
The Trust was established to sell to one or more third-party purchasers all of its assets, which consist of 160 retail properties and 6 warehouse distribution centers.
The Trust owns, directly or indirectly, 100% of the equity interests in four (4) subsidiary entities that own the fee simple or ground leasehold title (as applicable) to the Properties. Additional details regarding the Properties are available here. The 160 retail properties and 6 warehouse distribution center properties have been leased pursuant to two (2) separate triple-net Master Leases to one or more newly formed subsidiaries of Copper Retail JV LLC (“New JCP”). For a detailed description of the Master Leases, please refer to the section titled “—Description of the Trust Documents—Master Leases” in our registration statement on Form 10, available here. The Trust is not permitted to acquire additional assets or properties.
No. The Trust is a grantor trust, organized as a New York common law trust.
The Trust is intended to qualify as a liquidating trust within the meaning of United States Treasury Regulation (hereinafter “Treasury Regulation”) Section 301.7701-4(d) or, in the event it is not so treated, a partnership other than a partnership taxable as a corporation under Section 7704 of the Internal Revenue Code of 1986, as amended (the “Code”). Assuming the Trust qualifies as a liquidating trust, it is expected to be treated as a grantor trust for U.S. federal income tax purposes. As a grantor trust, each owner of Trust interests will be treated as owning its share of the Trust assets and will be subject to tax on its share of the Trust’s income or gain, regardless of whether any amounts are distributed by the Trust.
January 1 - December 31
GLAS Trust Company, LLC serves as trustee of the Trust under the Trust Agreement. The Trustee has its principal place of business at 3 Second Street, Suite 206, Jersey City, NJ 07311. The Trustee is unaffiliated with the Trust.
GLAS Trust Company LLC is regulated by the State of New Hampshire Banking Commission under the Trust Indenture Act. GLAS Trust Company is part of GLAS, an independent global provider of institutional debt administration services. GLAS was established in 2011 and has offices in the USA, United Kingdom, France, Germany, Singapore and Australia. GLAS is a privately-held business and is not a capital provider. For more information go to www.glas.agency.
Hilco JCP, LLC (“Hilco”) serves as Manager of the Trust under the Management Agreement and will provide a management team, along with appropriate support personnel, to provide the management services to be provided by the Manager to the Trust. The Manager has its principal place of business at 5 Revere Drive, Suite 410, Northbrook, Illinois. The Manager is unaffiliated with the Trust, except that each of the Trust’s officers is an officer of the Manager.
Hilco is an affiliate of Hilco Real Estate LLC (“HRE”), a national provider of strategic real estate disposition and repositioning services. HRE provides strategic advisory and transactional services designed to minimize costs and maximize value of real estate assets. The Manager has been involved in the repositioning of over 35,000 leases and the disposition of over 200 million square feet of retail, industrial and office properties over the last 15-plus years.
Information About The Trust Certificates
The Trust Certificates are equity certificates. Each certificate represents a fractional undivided beneficial interest in the Trust and represents the Certificateholders’ interests in the Trust. There are 75 million Trust Certificates outstanding. The Trust is not permitted to issue additional Trust Certificates.
Yes. The Trust Certificates may be transferred through the facilities of The Depository Trust Company.
The issuance of the Trust Certificates under the Plan of Reorganization was exempt pursuant to Section 1145 of the Bankruptcy Code. Thus, the Trust Certificates are not “restricted securities,” as defined in Rule 144(a)(3) under the Securities Act, and are freely tradable and transferable by any initial recipient thereof that (i) is not an “affiliate” of the Debtors or the Trust, as defined in Rule 144(a)(1) under the Securities Act, (ii) has not been such an “affiliate” within 90 days of such transfer, and (iii) is not an entity that is an “underwriter,” as defined in subsection (b) of Section 1145 of the Bankruptcy Code.
However, the Trust Agreement includes restrictions on the transferability of Trust Certificates to Certificateholders that directly or indirectly own 4.9% or more of the Trust Certificates, which restrictions are intended to ensure that the Trust’s rental income is not treated as received from a lessee or sub-lessee that is treated as related to the Trust for purposes of the publicly traded partnership “qualifying income” rules. These restrictions are intended to preserve the status of the Trust’s rental income as “qualifying income” and thus, preserve the Trust’s status as a partnership for U.S. federal income tax purposes in the event that the Trust is not treated as a grantor trust. For additional information, please refer to the Trust Agreement (located here) and the section titled “Item 11. Description of Registrant’s Securities to be Registered” in our registration statement on Form 10, available here.
The CUSIP number is 217519107.
No. The Trust Certificates are not listed on a national securities exchange; however, the Trust intends to take actions to cause the Trust Certificates to be quoted on a market operated by OTC Markets Group. There is no currently established trading market for the Trust Certificates, which could limit liquidity, and it may be difficult to establish a price per Trust Certificate.
The Trust does not currently have a stock symbol.
The transfer agent of the Trust is GLAS Trust Company LLC. The transfer agent may be contacted by phone for customer service between the hours of 8:30 a.m. and 5:30 p.m. EST, Monday through Friday, at (201) 839-2200 and may be contacted via e-mail at ClientServices.Americas@glas.agency. Written correspondence to the transfer agent may be directed to GLAS Trust Company LLC, 3 Second Street, Suite 206, Jersey City, New Jersey 07311.
Commencing on March 10, 2021, the Trust will distribute on a monthly basis the proceeds from lease payments under the Master Leases (until such time as all of the properties have been sold) and all sales proceeds from the disposition of the Properties, in each case pro rata, to the Certificateholders as of the record date immediately preceding the applicable distribution date to the extent there are proceeds to be distributed. Such distribution shall be net of tax payments to be made by the Trust, fees and expenses of the Trustee, the Manager and any other professional advisors, and certain funds to be set aside in reserve accounts. Distributions to holders of Certificates will only be made after such payments have been made.
The Trust is intended to be characterized as a liquidating trust and treated as a grantor trust for U.S. federal income tax purposes. Consistent with such treatment, distributions by the Trust to certificateholders generally will not be subject to U.S. federal income tax. Please consult with your tax accountant or other financial advice on how to interpret and plan your tax strategy. The Trust cannot advise its certificate holders on any tax matters.
For additional information regarding the income tax status of distributions, please refer to our registration statement on Form 10, available here, including the sections titled “Item 1. Business—Description of the Trust and the Trustee—Tax Status” and “ Item 1A. Risk Factors—Risks Relating to Taxes.”
How May We Help You?
Please reach out to our Investor Relations representative – Mary Jensen of IRRealized, LLC – she is available to answer your questions and can be reached via phone at 310-526-1707 or via email at email@example.com.