Copper Property CTL Pass Through Trust is a liquidating trust formed out of J.C. Penney's 2020-2021 bankruptcy reorganization. The Trust owns a portfolio of former J.C. Penney retail properties — 117 properties across 35 U.S. states and Puerto Rico as of year-end 2025, totaling about 15.5M square feet of leasable space — and its sole purpose is to sell those properties and distribute the proceeds to certificate holders. All properties are leased to a single tenant, Penney Intermediate Holdings (the entity formed by Simon Property Group and Brookfield that acquired J.C. Penney's retail operations out of bankruptcy), under two Master Leases. The Trust generates rental income from Penney Intermediate Holdings and sells properties to third-party buyers, distributing sale proceeds to the holders of its 75 million trust certificates. As properties are sold, rental income shrinks but certificate holders receive cash. The Trust is externally managed by Hilco JCP, an affiliate of Hilco Real Estate, and has no employees. The Trust started with 160 retail properties at inception in early 2021 and has sold down to 117 as of year-end 2025. The Trust Agreement sets a termination date of April 30, 2026, though this can be extended; if full liquidation isn't feasible by the deadline, remaining properties would be transferred into a REIT or other vehicle.
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