Confidential · discussion draftAugust 2026

A Special Situation

Not retail. Not real estate. A non-performing-loan play on dead U.S. anchor boxes, paired with income that is born before the doors open — and the incubation model for a founder's U.S. venture.

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What this is not

  • A retail business
  • A REIT or a mall operator
  • A bet that malls come back
  • A venture that needs a government

What this is

  • An NPL trade: buy the note or the box after the write-off
  • A credit-backed lease pool laid on top of it
  • An operator that opens the narrow margin
  • A structure a lender can price

The premise

A problem is not always a problem.

A problem inside a business, or a weak link inside a sector, is a potential opportunity — on one condition: that someone can produce the solution. The business and the sector are judged separately. Most distressed assets are simply distressed. A few, in the hands of the right craftsman, are cheap.

The discipline is not finding the problem. It is saying no to nine of the ten you find.

Distressed asset market outlook · U.S. commercial real estate

The ten-year loans written in the cheap-money years are coming due.

Commercial mortgages originated at 3–4% must now be refinanced at 6–7%, or not at all. Maturities peak in 2027 and stay above one trillion dollars a year through 2030.

Where retail sits inside the wall

$76.6BCMBS loans facing hard maturity in 2026; office and retail carry the largest refinancing exposure (Trepp)
$27.3Bof those with debt yield of 8% or less — Trepp's highest-risk refinancing bucket
6.96%retail CMBS delinquency, July 2026; new delinquencies driven by regional malls and outlet centers
80.9%loss severity on Pecanland Mall (LA): $67.3M loan, sold to Kohan in May 2026, $54.5M written off
72.7%aggregate loss on ten CMBS loans liquidated in a single month (May 2026)
A+ onlyCMBS now lends only to top-tier malls; Class B/C enclosed malls are outside the mandate entirely

An 80% write-off is not a discount. It is the market's price for a dead mall. The asset is only cheap if the buyer is not buying a mall.

The structure

Two halves of one asset.

In NPL work, the receivable backed by a mortgage is king. Here there is no mortgage — there is a lease. The structure makes the lease as strong as a mortgage, so that the property and the income sitting on top of it are worth roughly the same.

The NPL half

The anchor box, after the write-off

$50

Sourced from special servicers as a note sale, REO or discounted payoff. Bought at post-discount value. Not the mall — the box.

The lease half

Credit-backed income, born before opening

$50

Five-year alliance commitments from international brands that want U.S. entry and cannot find the door. Only credit-backed leases enter the pool.

Tier 1
Confirmed standby letter of credit — irrevocable, ISP98/UCP600, confirmed by a U.S. or European bank. The core of the pool.
Tier 2
Internationally rated corporate — the tenant's own balance sheet carries the lease.
Outside
Prepaid rent and deposit — brands without either come through the door, but stay outside the securitized pool. They are upside, not collateral.

Concentration limits and a first-loss reserve at the operating company sit above the tiers. Target exit: net-lease ABS or credit-tenant-lease financing — instruments lenders already price.

How it works

Six moves, in order.

  1. Source the distress

    Special servicers, note sales, REO, discounted payoffs. Class B/C anchor boxes the CMBS market has already abandoned.

  2. Buy the box, not the mall

    Post-discount value. Co-tenancy clauses and reciprocal easement agreements resolved before closing, not after.

  3. Open the door

    International brands seeking U.S. market entry commit to a five-year alliance. The door is the product; the commitment is the price of passing through it.

  4. Turn commitments into credit

    Standby letters of credit, ratings, prepaid rent. The pool is built from what a lender can price; everything else stays outside it.

  5. Operate as a Phygital Marketplace

    Atmosphere™ by 5th Wall Phygital Elements: a membership-anchored venue run on RevPAM (revenue per available member), inside a PropCo / OpCo / MemberCo architecture.

  6. Exit through the lease, not the property

    Net-lease ABS or credit-tenant-lease financing against the pool. The property carried the risk in; the lease carries the value out.

Why the operator is the key

The flow is bigger than it looks. The margin is narrower than it looks. The only key that opens the narrow margin is the operator.

The specialists who buy dead malls today — Kohan, Namdar and their peers — buy them to run as malls. That is the correct price for a mall, which is why it is not cheap. This model does not compete for the mall. It competes for the box, and lays a new income layer on it that the mall buyer cannot originate: brands that are not yet in the United States, brought in through one door, on paper a lender can read.

Every problem here is a problem: the carry, the clauses, the credit. Each has a known solution. That is the difference between distressed and cheap.

The incubation model · a founder's U.S. venture with an anchor sponsor

See everything. Stop anything. Run nothing.

The founder comes from the market, not the boardroom — shopkeeper, merchant, then global entrepreneur across China, India and Europe. The sponsor and the people around them know the rules of this country in a way the founder does not. The model is built so that the sponsor's reputation is protected first, and the founder earns the rest.

Full transparency

The sponsor sees every account, every counterparty, every document. Nothing is run past them; everything is visible to them.

A short consent list

Money above a threshold, any borrowing, any use of the sponsor's name, choice of counterparties, any public communication, anything touching a foreign state.

Counsel of the sponsor's choosing

The sponsor picks the lawyer; the company retains them; the founder pays. Accountant and auditor appointed by the sponsor.

Personal indemnity and D&O

The sponsor and anyone they appoint are indemnified by the founder personally, with directors-and-officers cover in place.

Kill switch

One word from the sponsor and the founder leaves the same week. The sponsor's name is never mentioned again.

Sunset by milestone

First clean audit, first closed transaction, first twelve months. At each one the consent list gets shorter. Test, not trust.

No link a politician can break

Capital may come from Turkey and a Turkish bank may issue a letter of credit — but there is no step in the chain that depends on any government, anywhere.

Go deeper

Two more pages.

One Box →
The annex: one anchor box, one plain day on its floor, and the seven revenue lines sorted into what a lender can price and what only the operator earns.

Third Place at Atmosphere →
The operating side, written for a brand: Maya's day, the four systems, the seed-sponsor seat.