Mills Corporation

The Mills Corporation
Type
NYSE: MLS
IndustryREIT
PredecessorWestern Development Corporation (Landmark Mills malls only)
FoundedJanuary 2, 1991; 35 years ago (January 2, 1991) (spun-off on April 21, 1994)
FounderHerbert S. Miller
DefunctApril 6, 2007; 19 years ago (2007-04-06) (as an independent firm)
FateFinancial difficulties and lawsuits, leading to an acquisition by Simon Property Group and Farallon Capital Management; Properties outside the U.S. sold to Ivanhoé Cambridge
Successors
HeadquartersChevy Chase, Maryland
Key peopleLaurence C. Siegel (CEO, 1995–2006)
ProductsShopping malls
Owner
ParentSimon Premium Outlets
Websitewww.themills.com (2003 archive)

The Mills Corporation (stylized as THE MILLS) was a publicly-traded real estate investment trust headquartered in Chevy Chase, Maryland, that developed and operated super-regional shopping malls. Mills-developed malls were typically built as large, single-floor facilities with a mixture of off-price retail and entertainment offerings. The company also had a sizeable portfolio of acquired properties, which tended to be smaller in scale.

Mills was formed in 1991 (went public in 1994) as a spinoff of founder Herbert S. Miller's Western Development Corporation, which continued operating privately, primarily in Washington, D.C. On April 3, 2007, following financial difficulties, the company was acquired by an investment group composed of Simon Property Group and Farallon Capital Management. At the time of the acquisition, the company operated 36 malls across the United States, 15 of which it had developed. Following the acquisition, The Mills was reorganized into a division of Simon's Premium Outlets platform which manages the company's portfolio of indoor outlet malls, and has since acquired indoor outlet malls unaffiliated with the original company.

History

Background

Franklin Mills kite entrance (April 2008)

In 1967, Herbert S. "Herb" Miller and Richard L. Kramer founded the Western Development Corporation, founded by Herbert S. Miller and Richard L. Kramer. Their first mall to use the Landmark Mills template was Potomac Mills in Prince William County, Virginia, which opened its first phase on September 19, 1985. Rather than relying on department stores, the Mills concept would combine off-price stores with factory outlets. Later, in 1986, Western acquired a former Treasury department store in Rolling Meadows, Illinois, which permanently closed in 1981. The company redeveloped the vacant space into Algonquin Mills. In December 1988, Western sold the mall to Aetna Life Insurance Company and The Tucker Companies, and it was renamed Meadows Town Mall.

Western later developed Franklin Mills in Philadelphia, Pennsylvania, which had its grand opening celebration on May 11, 1989, advertised as The Mall To End Them All. Western named and themed the mall after Benjamin Franklin, fulfilling Herb Miller's vision of "shoppertainment". Then, Sawgrass Mills in Broward County, Florida, and Gurnee Mills in Lake County, Illinois, opened in October 1990 and August 1991, respectively. Sawgrass Mills was a flagship property for Western, and their third Mills mall development, designed to be themed after and resemble an alligator as a nod to alligators being common native residents to the Miami/Fort Lauderdale metropolitan area. Gurnee Mills would follow as the fourth Mills mall and the final Mills-branded mall developed under Western.

1993–1999: Foundation and early projects

The Rowhouse Entry at Charm City Neighborhood 1 at night - Arundel Mills

In 1994, Western Development Corporation spun-off its four Mills-branded malls into a public, real estate investment trust development firm, known as the Mills Corporation, which was incorporated in 1991 as a private subsidiary. Laurence C. "Larry" Siegel joined Western in 1993, and became CEO of the Mills Corporation in March 1995.

In November 1996, Mills developed Ontario Mills near Los Angeles, California, which was the company's first mall designed abstractly and with a full oval "racetrack"-like design which followed into the rest of the company's built malls, including Grapevine Mills in the Dallas-Fort Worth metroplex, which opened to the public on October 30, 1997. Arizona Mills in Maricopa County would follow, opening in November 1997. Arizona Mills was developed and operated in partnership with Taubman Centers. Under Larry Siegel, the company aggressively shifted from traditional discount stores to entertainment anchors, such as AMC Theatres, Regal Cinemas, Vans Skatepark, Jillian's Entertainment, and GameWorks.

Originally planned as City Mills, the company debuted The Block at Orange in late November 1998, as their first outdoor mall to not use the "Mills" name. Sawgrass Mills was expanded with the addition of The Oasis, which opened on April 15, 1999, featuring restaurants and entertainment.

1999–2006: Partnerships and expansion

Former PBS Kids Backyard at St. Louis Mills, at the time renamed St. Louis Outlet Mall, as viewed in December 2016. After the attraction closed, it became a generic children's play area.

In September 1999, The Mills Corporation opened its first mall to use sponsorships, being NASCAR for Concord Mills in North Carolina, designed by the St. Louis, Missouri-based Kiku Obata & Company. This was followed by Katy Mills in Fort Bend County, Texas, which opened in October 1999, and was designed by the Baltimore-based RTKL Associates to feature a sports theme, with its mascots being sentient stars.

Mills used sponsors again with the development of Arundel Mills in Hanover, Maryland. The mall featured the Muvico Theaters Arundel Mills Egyptian 24 megaplex, while the sponsors for the mall were The Coca-Cola Company, Toyota, The Baltimore Sun, Comcast, and Discover Card. Additional sponsors included Bank of America and the University of Maryland Baltimore Washington Medical Center. Designed by RTKL subsidiary ID8 and the Somerville, Massachusetts-based D'Agostino Izzo Quirk, the architects and Mills took inspiration from the Rouse Company for the creation of Arundel Mills.

Mills sold naming rights to its planned "Sugarloaf Mills" project in Metro Atlanta to Discover Card; the mall opened in November 2001 as Discover Mills. This was the first instance of a mall selling its own naming rights. In September 2002, Mills acquired six regular retail malls, including the failing Forest Fair Mall. Nine malls were also purchased, including ones formerly owned by Taubman, such as Columbus City Center, Marley Station Mall, and Great Mall of the Bay Area. The company also expanded its presence to Europe, with the May 2003 opening of Madrid Xanadú in Spain. In late June 2002, Mills partnered with PBS for the creation of the PBS Kids Backyard, and its larger version, the PBS Kids Neighborhood. The first mall to use this learn-and-play area was St. Louis Mills in Hazelwood, Missouri, which opened on November 13, 2003. In addition to PBS, Discover Card and Coca-Cola, The Mills Corp. also formed partnerships with Crayola, ESPN, and Gibson Guitar, as well as partnering with other mall developers, such as Stevinson Associates for Colorado Mills in Jefferson County, which opened in mid-November 2002.

In February 2004, The Mills Corporation relocated its headquarters from Arlington, Virginia to Chevy Chase, Maryland. Forest Fair Mall was renovated into Cincinnati Mills, which had its grand reopening in August 2004, featuring an updated paint job and redecorations. It was the second Mills mall to have two floors, the first being Algonquin Mills. In November 2004, Vaughan Mills was developed in collaboration with Ivanhoé Cambridge, being the first Mills mall developed in Canada. Mills continued its international presence with the acquisition of the St. Enoch Centre, in Scotland and was offered to build a center in Barcelona and Rome, Italy (which was eventually never developed). Mills and Ivanhoé Cambridge planned to develop several other Landmark Mills malls in Canada, targeting Montreal, Calgary, and Vancouver as potential locations.

Galleria at Pittsburgh Mills had its grand opening in July 2005, developed in a joint venture with Zamias Services, Inc., the latter of which originally planned the project in 1981 as Frazer Heights Galleria. This Mills mall featured traditional anchors rather than outlet versions, including Kaufmann's (later Macy's),) JCPenney, and a Sears Grand store. The Colonnade Outlets opened at Sawgrass Mills in March 2006.

Problems and acquisition

The success of Madrid Xanadú prompted the Mills Corporation to embark on the $1 billion+ Meadowlands Xanadu megamall and entertainment complex, which began construction in September 2004. However, the company faced potential covenant defaults on its revolving and term loan facilities. The company's own founder, Herbert S. Miller, which retained an immense ownership stake under "Mills LP" (The Mills Limited Partnership), the umbrella operating entity that actually owned the physical malls, filed a lawsuit on March 31, 2006, citing breach of contract, breach of fiduciary duty, and gross negligence. Miller argued in Miller, et al. v. The Mills Corporation, et al. that the company had hidden extensive cost overruns, entered into disastrous mega-developments (Meadowlands Xanadu), and that outside auditor Ernst & Young's internal warnings to the Mills Corporation, which date back to February 2002, have been ignored.

The Securities & Exchange Commission (SEC) investigated Mills on May 1, 2006, and ultimately filed a lawsuit, for massive liquidity pressures related to Xanadu and several other development projects. Plaintiffs and Ernst & Young of In re The Mills Corporation Securities Litigation accused Mills of issuing false financial statements and material misrepresentations in SEC filings. An internal probe forced Mills to restate 23 consecutive quarters of financial results from 2000 to 2005, revealing that shareholders' equity had been overstated by roughly $350 million (35%), and net income for 2003 to 2005 had been overstated by $210 million (158%).

On August 10, 2006, it was reported that Mills burrowed nearly $2 billion in May to continue its projects, though if the company was unable find a buyer by the end of the year, the company would've been forced into bankruptcy liquidation or a lender-controlled foreclosure. By this point, the price for Meadowlands Xanadu had skyrocketed to $2.0 billion—an unexpected $800 million spike over estimates provided months earlier. To try and pump in more cash, Mills sold all of its international properties—including the rights to use the "Mills" name—to Ivanhoé Cambridge for $981 million ($1.1 billion in CAD) on August 15, 2006.

Over-expansion, particularly the massive plans for Meadowlands Xanadu, was assumed as the reason for the financial struggles; Pittsburgh Mills and St. Louis Mills were built in oversaturated markets, forcing Pittsburgh Mills into a "soft opening" due to an extremely low rate of tenant sign-ups, while St. Louis Mills ultimately closed its doors in 2019. Recognizing this issue, The Mills Corp. canceled ten planned projects earlier in January 2006, absorbing a $71 million write-off. Siegel was blamed as being responsible for the company's financial struggles; Mills' stock dropped from over $65 in the summer of 2005 to $16.71, and he ultimately stepped down as CEO in October 2006, amid several other executives retiring from the compan. COO Mark S. Ordan took over as CEO. To avoid filing for bankruptcy, Mills was attempting to search for a buyer.

2007–2012: Acquisition by Simon Property Group

The Mills Corporation was still unable to sell itself, and on January 9, 2007, it was warned that the company would've been forced into bankruptcy if a buyer couldn't be found. On January 17, 2007, Mills agreed to a buyout from Brookfield Asset Management, based out of Toronto. The deal was valued at US$1.35 billion. Brookfield would have paid $21 for each share of the Mills Corporation.

However, on February 13, 2007, Mills announced that their board had determined that a competing offer from SPG-FCM Ventures, LLC, a Delaware-based partnership consisting of Simon Property Group of Indianapolis, Indiana, and Farallon Capital Management, was superior to the Brookfield offer. Brookfield had the option to submit a counter offer, but on February 16, 2007, Simon and Farallon Capital agreed to acquire Mills for $25.25 per common share. The acquisition was completed on April 3, 2007, and the Mills Corp. was reorganized as a division of Simon Property Group, known as The Mills: A Simon Company, or simply "The Mills", which became Simon's fifth retail platform, along with Regional Malls and Premium Outlets. In March 2012, Simon bought out Farallon's stake in 26 Landmark Mills malls for $1.5 billion.

2007–present: Post-acquisition

As part of that 2006 sale, Ivanhoé Cambridge became the sole developer of the planned Canadian Mills projects. In August 2009, CrossIron Mills opened in Calgary, followed by the October 2016 opening of Tsawwassen Mills in Delta, British Columbia, The proposed Montreal project, Laval Mills in Quebec, was canceled in May 2011. Great Mall of the Bay Area was placed under the Mills and Premium Outlets divisions, as it was renovated by the Mills Corporation after acquiring it in 2003.

In March 2014, Gary Duncan, who was originally the executive vice president of leasing for the new division, became president for leasing of Premium Outlets and The Mills in March 2014. Simon acquired The Outlet Collection Jersey Gardens from Glimcher Realty Trust in early 2015, and Mills president Gregg Goodman announced the mall would be expanded and renamed The Mills at Jersey Gardens.

In February 2020, Simon acquired an 80% stake in Taubman for $3.6 billion, placing their entire mall portfolio, including Dolphin Mall, under their ownership and management. Dolphin Mall in Miami-Dade County, and Great Lakes Crossing Outlets in Oakland County, Michigan, were both former Taubman properties placed under the Mills division.

KanAm Grund Group

The Mills Corporation frequently partnered with German-based investment firm KanAm Grund Group, which helped fund and develop multiple Mills malls. Through funds like KanAm USA XX and XXI, they held stakes in major U.S. malls, including Arundel Mills, Concord Mills, Colorado Mills, and Galleria at Pittsburgh Mills. During the SEC investigation of the Mills Corporation, KanAm panicked and temporarily froze its funds in 2006, with Simon Property Group and General Growth Properties (GGP) interested in acquiring them.

After Simon acquired the Mills Corp., they later attempted to acquire KanAm's shares in the Mills portfolio. However, the Joint Venture Agreements (JVA) contract stated that to acquire KanAm, they had to be paid in "Mills Units". When Simon acquired Mills, those specific units technically went defunct. KanAm sued Simon for this, arguing that the attempted buyout was a breach of contract, and while Simon responded by offering KanAm "Simon Units" as an alternative, KanAm insisted on the Mills Units, and in March 2017, the lawsuit was settled by the Delaware Court of Chancery, which sided with KanAm and argued that because Simon phased out the Mills Units, they are permanently barred from buying out KanAm's shares in the Mills portfolio.

Because of this, KanAm continues to hold shares in the following Mills malls:

Former properties

Properties marked with an asterisk (*) were sold prior to The Mills' acquisition by Simon Property Group. The years next to the mall names are their opening or acquisition date.

Developed by Mills

Acquisitions

Planned

Tewksbury Mills

In February 2002, The Mills Corporation announced that a $200 million, 750,000-square-foot (70,000 m2) shopping center known as Tewksbury Mills would be developed in Tewksbury, Massachusetts, which would feature a movie theater, ice-skating rink, two hotels, and a restaurant in neighboring Wilmington, putting in "one or more bidding agreements" in 2004 that would allow them to purchase the property.

After the acquisition, Simon Property Group, under The Mills Limited Partnership, warned in August 2007 that if the $55 million interchange for Tewksbury Mills wasn't completed, then the project would be canceled. On September 28, 2007, Simon announced that the mall wouldn't be constructed, and instead, a mixed-use development consisting of a lifestyle center and office space would be built on the site, though the viability of such had been tied to construction of a proposed I-93 Lowell Junction Tri-Town Interchange. On November 21, 2007, they acquired the 112-acre (45 ha) site for the mall from the Perkins Development Trust.

By August 16, 2009, the 128-acre (52 ha) site had been up for sale, though the Mills division faced a lawsuit from Topsfield Associates Inc., which owed a brokerage commission of $400,000 for the project. Topsfield alleged breach of contract, as Simon quietly put the site on the market. Mills and Simon spent $7 million to purchase the two parcels that make up the 128-acre property.

References

  1. ↑ "Annual Report for the fiscal year ended December 31, 2002 - The Mills Corporation" (PDF), Form 10-K, Securities and Exchange Commission, December 31, 2002
  2. ↑ "Form 10-K: Simon Property Group, Inc". Simon Property Group. February 25, 2026. p. 54, 73-74, 112-113.
  3. ↑ "The Mills Corporation". Encyclopedia.com.
  4. ↑ Hayes, Charles E. (November 3, 1985). "Off-price centers: Chicago's sold on new retail trend". Chicago Tribune. p. 16. Retrieved December 20, 2020 – via Newspapers.com.
  5. ↑ "Changes at Algonquin Mills Mall". Chicago Tribune. Tribune Company. December 3, 1988. Retrieved March 29, 2026.
  6. ↑ David M. Giles (May 7, 1989). "A Mall To End Them All New Franklin Mills Is Largest Outlet Mall". The Philadelphia Inquirer. Archived from the original on September 11, 2015. Retrieved November 29, 2011.
  7. ↑ Richard C. Halverson (June 5, 1989). "Nation's largest off-price mall opens in NE Philadelphia - Franklin Mills shopping Center". Discount Store News. Vol. 28, no. 11. Archived from the original on December 25, 2007.
  8. ↑ "Sawgrass Mills welcomes shoppers". South Florida Sun Sentinel. October 4, 1990. Retrieved December 7, 2025.
  9. ↑ "Company History". The Mills Corporation. Archived from the original on November 14, 2006. Retrieved January 17, 2007.
  10. ↑ "Mills Shifts Focus to Traditional Malls". International Council of Shopping Centers. Archived from the original on February 20, 2006. Retrieved January 17, 2007.
  11. ↑ "MILLS CORP. CEO HANDS TITLE TO DEPUTY". Washington Post. March 22, 1995. Retrieved November 6, 2026.
  12. ↑ "DEVELOPERS SHARE TEMPE MALL PROJECT". Chicago Tribune. March 24, 1996. Retrieved March 20, 2026.
  13. 1 2 Yulico, Nicholas (October 2, 2006). "Mills CEO Steps Down". TheStreet. Retrieved November 6, 2026.
  14. ↑ Garvey, Megan (November 20, 1998). "The Block Gets Off to Rousing Start as Big Crowds Show Up: Entertainment: Huge complex in Orange offering movies, shops, restaurants opens with manageable traffic". Los Angeles Times.
  15. ↑ "Sawgrass Mills Oasis opens to food and fun". South Florida Sun Sentinel. April 15, 1999. Retrieved March 12, 2026.
  16. ↑ "The Mills Are Alive…with Graphics". signsofthetimes.com. Archived from the original on October 16, 2025. Retrieved March 14, 2026.
  17. ↑ Abboud, Michael (December 8, 2017). "Katy Mills Opening Day". houstonhistoricretail.com. Retrieved December 5, 2025.
  18. ↑ "Visit Arundel Mills in Maryland | A Guide For New Residents". BKInjuryLaws. April 24, 2021. Retrieved March 1, 2026.
  19. 1 2 "Arundel Mills Floor Plan (2000s archive)" (PDF). Simon Property Group.
  20. ↑ "Arundel Mills wraps shoppers in fantasy". Baltimore Sun. November 26, 2000. Retrieved March 11, 2026.
  21. ↑ "The Mills Corporation Announces the Grand Opening of Discover Mills". PRNewswire (Press release). November 2, 2001. Archived from the original on September 29, 2007. Retrieved February 21, 2021.
  22. ↑ Spires, Sheila W. (October 1, 2001). "Mills Corp. set to open Discover Mills, introduce new skatepark". Retail Beat. National Real Estate Investor. Informa Connect. Archived from the original on March 22, 2023. Retrieved March 22, 2023. ... the first-ever naming rights deal in the shopping center industry
  23. ↑ "PBS and The Mills Corporation Forge Groundbreaking Cause-Marketing Alliance for PBS KIDS". About PBS - Main. Retrieved April 17, 2026.
  24. 1 2 3 "The Mills Corporation 2003 Annual Report" (PDF).
  25. ↑ "Business Digest". The Baltimore Sun. February 27, 2004. Retrieved April 16, 2026.
  26. ↑ "Mills opens gigantic mall in Spain". Baltimore Sun. May 20, 2003. Retrieved April 16, 2026.
  27. 1 2 Church, Elizabeth (August 15, 2006). "Ivanhoe to acquire Mills stake in 3 malls". The Globe and Mail. Retrieved April 10, 2026.
  28. ↑ Guerrieri, Vince (November 18, 2015). "Kaufmann's, Pittsburgh, and the End of an Era - Belt Magazine". Retrieved March 16, 2026.
  29. ↑ "Kaufmann's, JCPenney will anchor Pittsburgh Mills". Pittsburgh Business Times. July 22, 1988.
  30. ↑ "the mills corporation". SEC. Retrieved November 6, 2026.
  31. ↑ "Ex-CEO Says Mills Ignored Warnings". The Washington Post. August 23, 2006. Retrieved November 6, 2006.
  32. ↑ "THE MILLS CORPORATION SIMON PROPERTY GROUP MERGER". SEC. Retrieved November 6, 2026.
  33. ↑ "IN RE THE MILLS CORPORATION SECURITIES LITIGATION, 1:2006cv00077 - Document 484 (E.D. Va. 2009)". Justia Law. Retrieved November 6, 2026.
  34. ↑ "Mills Corp. SEC Filing Gives Insight Into Sale, Xanadu". Sports Business Journal. November 6, 2026. Retrieved November 6, 2026.
  35. ↑ smergel (November 7, 2022). "The Mills Corporation". Barrack, Rodos & Bacine. Retrieved November 6, 2026.
  36. ↑ Church, Elizabeth (August 15, 2006). "Ivanhoe to acquire Mills stake in 3 malls". The Globe and Mail. Retrieved November 6, 2026.
  37. ↑ "How Mills Corp. built its way into big trouble". Pittsburgh Post-Gazette. Retrieved November 6, 2026.
  38. ↑ "Unease Adds to Woes at Mills Corp". The Washington Post. January 19, 2006. Retrieved November 6, 2006.
  39. ↑ "Mills Accounting Errors Could Force Bankruptcy". The Washington Post. January 9, 2007. Archived from the original on November 18, 2025. Retrieved November 6, 2026.
  40. ↑ Hedgpeth, Dana (January 17, 2007). "Mills Agrees to Sell for $1.35 Billion". Washington Post. Retrieved May 12, 2010.
  41. ↑ "Simon Property Group announces two strategic acquisitions". Simon Investors.
  42. ↑ "CrossIron Mills in Calgary - March 2021". RetailInsider. March 1, 2021. Retrieved April 12, 2026.
  43. ↑ Simon Media Properties, LLC © Copyright 1999-2026. All Rights Reserved. "Brands at Great Mall®". Premium Outlets. Retrieved November 6, 2026.{{cite web}}: CS1 maint: numeric names: authors list (link)
  44. ↑ "Gary Duncan, Simon Property Group Inc: Profile and Biography". Bloomberg.com. Retrieved November 6, 2026.
  45. ↑ "Simon Adds The Mills® At Jersey Gardens And University Park Village To Its Portfolio". PR Newswire. Indianapolis. January 15, 2015. Retrieved April 8, 2026.
  46. ↑ NJ.com, Katie Lannan | NJ Advance Media for (May 21, 2015). "Jersey Gardens mall to add new shops, restaurants". nj. Retrieved April 9, 2026.
  47. ↑ "After nearly two decades, Dolphin Mall is getting a new owner". Miami Herald. February 10, 2020. Retrieved December 21, 2025.
  48. ↑ "The Mills". Simon Property Group.
  49. ↑ "KanAm - History". www.kanam.de. Retrieved March 30, 2026.
  50. ↑ Yulico, Nicholas (January 20, 2006). "Seeing Through the Mills Mess".
  51. ↑ "Simon-Mills II, LLC, et al. v. Kan Am USA XVI Ltd. P'ship, et al., C.A. No. CV 8520-VCG (Del. Ch. Mar. 30, 2017) (Glasscock, V.C.)". www.potteranderson.com. Retrieved March 30, 2026.
  52. ↑ "Funds under management". KanAm Gruppe.
  53. ↑ Antonio Vargas, Ramon (September 22, 2016). "Kenner's Esplanade mall officially sells with $10 price tag, records show". nola.com.
  54. ↑ "The Mills Corporation To Acquire Portfolio of Two Regional Malls in Midwest". Blackstone. Retrieved April 17, 2026.
  55. 1 2 Mayer-Hohdahl, Alexandra (August 2, 2007). "Mills Corp. buyer won't tip hand in Tewksbury". Lowell Sun. Retrieved November 9, 2026.
  56. 1 2 Mayer-Hohdahl, Alexandra (November 21, 2007). "Simon Group buys land once eyed for mega-mall". Lowell Sun. Retrieved November 9, 2026.
  57. ↑ Mayer-Hohdahl, Alexandra (September 28, 2007). "Simon says no mall". Lowell Sun. Retrieved November 9, 2026.
  58. ↑ Sun, Lowell (October 1, 2007). "I-93 interchange". Lowell Sun. Retrieved November 9, 2026.
  59. ↑ Mayer-Hohdahl, Alexandra (August 16, 2009). "Developer claims $400,000 brokerage debt, seeks to seize Tewksbury land". Lowell Sun. Retrieved November 9, 2026.