HOFFMAN ESTATES, IL—In its third partnership with a major shopping center REIT this month as it seeks to monetize its real estate, Sears Holdings Corp. said Thursday it had formed a joint venture with the Macerich Co. on nine MAC properties where SHLD operates stores. Total value of the JV is $300 million, with Santa Monica, CA-based MAC contributing $150 million in cash.

In common with the previously announced JVs with General Growth Properties and Simon Property Group, the new JV will lease back existing stores to SHLD under a triple-net master lease agreement. The JV will have the ability to redevelop and re-lease a portion of the space at each property.

All three JVs are occurring in conjunction with SHLD's April 1 filing of an S-11 registration statement for Seritage Growth Properties, the spin-off REIT that would own 254 SHLD properties. It's expected that after a rights offering is completed, Seritage would buy SHLD's 50% interest in the JV for a price equal to what MAC paid for its share.

“Since the filing of the registration statement for Seritage Growth Properties a few weeks ago, we have entered into JV agreements with the leading mall operators in the US, demonstrating the value of Sears Holdings' real estate portfolio,” says Eddie Lampert, SHLD's chairman and CEO. “We are pleased to be in a position to unlock substantial value for Sears Holdings shareholders and further facilitate the company's transformation.  Through these transactions, we have additional capital to invest in our membership and integrated retail platforms.”

Stores included in the JV are located at Chandler Fashion Center, Chandler, AZ; Arrowhead Towne Center, Glendale, AZ; Los Cerritos Center, Cerritos, CA; Vintage Faire Mall, Modesto, CA; Danbury Fair Mall, Danbury, CT; Deptford Mall in Deptford, NJ; Freehold Raceway Mall in Freehold, NJ; Washington Square in Portland, OR; and South Plains Mall in Lubbock, TX. “Through ongoing space optimization, we expect this transaction to create significant value for shoppers, tenants and shareholders alike,” says Arthur Coppola, chairman and CEO of MAC.

Law firm Manatt, Phelps & Phillips represented MAC on the JV, with a team led by partner Tom Muller, and including partners Anita Sabine and Renée E. Becker. SHLD was represented by Wachtell Lipton partner Robin Panovka, counsel Dianna Chen and associate Umut Ergun.