Copper Property CTL Pass Through Trust

Copper Property CTL Pass Through Trust is a liquidating real estate trust formed out of the J.C. Penney restructuring to own, lease, and ultimately sell a portfolio of former J.C. Penney retail properties and distribution centers. Its business is not to develop or operate a traditional real estate platform, but to collect rent from a single tenant, distribute cash to certificateholders, and monetize the remaining properties over time.

— Copper Property CTL Pass Through Trust
%
Rental income from master leases55% Lease revenue collected from Penney Intermediate Holdings LLC under the master lease structure.
Property sales and liquidation proceeds40% Net proceeds from selling retail properties as the trust winds down its portfolio.
Ancillary lease and property charges5% Other charges and reimbursements associated with property operations and lease administration.

The trust has one primary tenant customer: Penney Intermediate Holdings LLC, which occupies the properties under two...

  • Single-tenant master lease tenantprimary

    Penney Intermediate Holdings LLC leases the portfolio and pays rent, making it the core operating counterparty.

  • Certificateholdersprimary

    Investors in the trust receive monthly distributions from lease cash flow and sale proceeds.

  • Real estate buyerssecondary

    Third-party purchasers acquire properties as the trust liquidates assets.

  • Service providerssecondary

    Trustee, manager, and professional advisors provide administration, reporting, and transaction support.

The portfolio is concentrated in the United States, with 117 retail properties across 35 states and Puerto Rico as of...

  • •United States is the only operating geography
  • •Portfolio spans 35 states plus Puerto Rico
  • •Local retail market conditions affect sale prices and timing
  • •State and local taxes, zoning, and regulations influence disposition outcomes
  • •No material non-U.S. revenue or operations disclosed

The trust’s strategy is to collect rent, preserve liquidity, and sell properties in an orderly way to maximize recovery...

01
Sell remaining properties at acceptable valuesshort-term

Disposition proceeds are the main source of value creation and certificateholder distributions.

02
Preserve rent collection and lease complianceshort-term

The trust depends on the sole tenant for recurring cash flow until assets are sold.

03
Complete liquidation before trust terminationmedium-term

The trust is designed to wind down, and extension or restructuring may be needed if sales lag.

The trust is highly concentrated in one tenant, one property type, and one liquidation path, so any deterioration in...

high

Tenant credit deterioration

Rent depends on Penney Intermediate Holdings LLC, so weaker store performance could reduce lease payments.

Scope
Master leases on the remaining portfolio
Materiality
high
high

Illiquid real estate and weak sale pricing

The trust must monetize properties in a market with limited buyers and retail-sector pressure.

Scope
Retail properties across 35 states and Puerto Rico
Materiality
high
high

Finite trust life and wind-down execution

If assets are not liquidated by the termination date, the trust may need an extension or restructuring.

Scope
April 30, 2026 termination framework
Materiality
high
medium

Litigation tied to terminated sale agreement

Claims for specific performance and breach of contract could interfere with sales execution.

Scope
Remaining property disposition process
Materiality
medium
medium

Environmental and regulatory compliance

Property ownership exposes the trust to evolving environmental, health, and safety laws.

Scope
Owned retail properties and ground-leased sites
Materiality
medium
Impairment of long-lived assets
Can create material write-downs and reduce net income
Held-for-sale valuation
Affects carrying value and reported impairment charges
Gain recognition on property sales
Can cause quarter-to-quarter volatility in reported results
Distribution accounting
Impacts cash flow presentation and certificateholder returns

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: 28.4.2026