Case 21-31948 Document 1466 Filed in TXSB on 11/16/22 Page 1 of 7

UNITED STATES BANKRUPTCY COURT

SOUTHERN DISTRICT OF TEXAS
HOUSTON DIVISION
§
In re: § Chapter 11
§
WASHINGTON PRIME GROUP INC.,1 § Case No. 21-31948 (MI)
§
§
NEW TOWNE MALL LLC, §
§
Plaintiff, §
§
v. §
§ Adversary No. _________
JEFFREY S. MAMARELLA, TREASURER OF §
TUSCARAWAS COUNTY; TUSCARAWAS §
COUNTY, OHIO; CITY OF NEW §
PHILADELPHIA, OHIO; and NEW §
PHILADELPHIA CITY SCHOOL BOARD, §
§
Defendants. §
§

ADVERSARY COMPLAINT
SEEKING RELIEF UNDER 11 U.S.C. § 505

NATURE OF THE ACTION

1. Pursuant to 11 U.S.C. § 505, New Towne Mall LLC, the reorganized Washington

Prime Property Limited Partnership and successor owner of the property, (the “Reorganized

Debtor,” “Plaintiff,” or “New Towne”) asks this Court to make a determination of Plaintiff’s tax

liability to Tuscarawas County, Ohio, by determining the appropriate market value of certain real

property belonging to Plaintiff located in Tuscarawas County, Ohio. The Court’s adjudication of

1
A complete list of each of the Reorganized Debtors in these chapter 11 cases and the last four digits of their
federal tax identification numbers may be obtained on the website of the Reorganized Debtors’ claims and
noticing agent at https://cases.primeclerk.com/washingtonprime. The Reorganized Debtors’ service address is
180 East Broad Street, Columbus, Ohio 43215.

32281382v.3 151037/00003
 Case 21-31948 Document 1466 Filed in TXSB on 11/16/22 Page 2 of 7

these issues is essential to a prompt and efficient resolution of several outstanding tax matters that

have a direct effect on the above captioned bankruptcy cases (the “Bankruptcy Cases”).

JURISDICTION AND VENUE

2. This Court has jurisdiction over this matter under 28 U.S.C. § 1334. This matter is

a core proceeding within the meaning of 28 U.S.C. § 157(b)(2).

3. Venue is proper under 28 U.S.C. § 1409.

4. The statutory bases for the relief requested herein are §§ 105 and 505 of Title 11

of the United States Code (the “Bankruptcy Code”).

THE PARTIES

5. Plaintiff was formed under the laws of Delaware and has its principal place of

business in Columbus, Ohio.

6. Defendant Tuscarawas County Treasurer (the “Treasurer”) can be served through

service to the Tuscarawas County Treasurer, Jeff Mamarella, 125 East High Avenue, New

Philadelphia, Ohio 44663, under Federal Rule of Civil Procedure 4(j)(2).

7. Defendant Tuscarawas County, Ohio (the “County”) can be served through service

upon the Tuscarawas County Prosecuting Attorney, Ryan Styer, 154 2nd Street NE, New

Philadelphia, Ohio 44663, pursuant to Federal Rule of Civil Procedure 4(j)(2).

8. Defendant City of New Philadelphia, Ohio (the “City”) can be served through

service upon the Mayor, Joel Day, at 150 East Ohio Avenue, New Philadelphia, Ohio 44663,

pursuant to Federal Rule of Civil Procedure 4(j)(2).

9. Defendant New Philadelphia City School Board (the “School Board,” and together

with the Treasurer, the County, and the City, “Defendants”) can be served through personal service

32281382v.3 151037/00003
 Case 21-31948 Document 1466 Filed in TXSB on 11/16/22 Page 3 of 7

upon the Superintendent, Amy Wentworth, or the Treasurer, Julie Erwin, at 248 Front Avenue

Southwest, New Philadelphia, Ohio 44663, pursuant to Federal Rule of Civil Procedure 4(j)(2).

BACKGROUND OF BANKRUPTCY CASES

10. On June 13, 2021 (the “Petition Date”), WPG and 88 of its affiliated debtors

(collectively, the “Debtors”) each filed a voluntary petition for relief under chapter 11 of the

Bankruptcy Code with this Court.

11. On September 3, 2021, the Bankruptcy Court confirmed the Second Amended Joint

Chapter 11 Plan of Reorganization of Washington Prime Group Inc., and its Debtor Affiliates

[Docket No. 976] (as modified, amended, or supplemented from time to time, the “Plan”),

pursuant to the Order Approving the Debtors’ Disclosure Statement and Confirming the Second

Amended Joint Chapter 11 Plan of Reorganization of Washington Prime Group Inc., and its

Debtor Affiliates [Docket No. 1022] (the “Confirmation Order”).

FACTUAL ALLEGATIONS

12. Plaintiff owns real property in New Philadelphia, Ohio, located at 400 Mill Avenue

SE, New Philadelphia, Ohio 44663 (the “New Towne Mall”). Plaintiff paid the 2021 taxes and

has standing to contest the assessment.

13. Defendants identify the New Towne Mall by Property Identification Numbers 25-

00128-000. The Treasurer assessed, and the County, City, and School Board collected taxes on,

the value of the New Towne Mall for real property tax purposes as follows:

Board of Review
Tax Year Assessed Value
Revised Value
2019 $37,365,590 $25,485,710
2020 $37,365,590 $25,485,710
2021 $37,365,590 $25,485,710
3

32281382v.3 151037/00003
 Case 21-31948 Document 1466 Filed in TXSB on 11/16/22 Page 4 of 7

As a result of WPG’s tax protests at the local level, the Board of Review issued revised values for

the New Town Mall for each of the above tax years. While the Board of Review’s decision resulted

in a reduction, the updated values of the New Town Mall are unfair and unequal assessments.

14. New Towne Mall is assessed for more than the value authorized by Ohio law.

Based upon generally accepted appraisal methodology, including, among other analyses, a proper

capitalization of the subject property’s net operating income and a comparison of the subject

property with properties of the same class and in comparable localities, the estimated market value

and resultant tax, as determined by the Treasurer and collected by the County, for the subject

property, and the assessment year at issue, is greater in amount than that authorized by Ohio law.

15. Defendants’ unfair and unequal assessment of the New Towne Mall provides a

flawed basis for tax assessment and results in overstated market values for the 2021 assessment

year and a tax liability that far exceeds the actual taxes owed. WPG anticipates that it will be

entitled to refunds totaling approximately $541,495 to $735,837.

16. Out of an abundance of caution, WPG has filed a lawsuit in Ohio in order to comply

with its statutory deadlines to contest the taxes and to preserve its rights in the event this Court

does not hear the dispute. This suit was timely filed under Ohio law. Ohio Rev. Code Ann.

§ 5715.19. Adjudication in this Court, however, will best serve the interests of efficiency and

uniformity.

CAUSES OF ACTION - RELIEF UNDER 11 USC § 505

17. Bankruptcy Code Section 505, entitled “Determination of tax liability,” provides

in part (a):

(1) Except as provided in paragraph (2) of this subsection, the court

may determine the amount or legality of any tax, any fine or penalty
relating to a tax, or any addition to tax, whether or not previously

32281382v.3 151037/00003
 Case 21-31948 Document 1466 Filed in TXSB on 11/16/22 Page 5 of 7

assessed, whether or not paid, and whether or not contested before

and adjudicated by a judicial or administrative tribunal of competent
jurisdiction.

(2) The court may not so determine—

(A) the amount or legality of a tax, fine, penalty, or addition

to tax if such amount or legality was contested before and
adjudicated by a judicial or administrative tribunal of
competent jurisdiction before the commencement of the case
under this title;

(B) any right of the estate to a tax refund, before the earlier
of—

(i) 120 days after the trustee properly requests such

refund from the governmental unit from which such
refund is claimed; or

(ii) a determination by such governmental unit of

such request; or

(C) the amount or legality of any amount arising in

connection with an ad valorem tax on real or personal
property of the estate, if the applicable period for contesting
or redetermining that amount under applicable
nonbankruptcy law has expired.

11 U.S.C. §505(a).

18. This adversary proceeding is timely filed under section 505. There has been no

final determination of tax liability that would preclude this Court from making a determination

under section 505 of the Bankruptcy Code. See United States v. Teal (In re Teal), 16 F.3d 619,

621 (5th Cir. 1994) (“Thus, a matter is adjudicated when a judgment of a court of competent

jurisdiction has been decreed.”).

19. Plaintiff asks this Court to determine the estimated market value of the New Towne

Mall in light of, among other factors, widespread mall sector struggles and the deterioration of the

32281382v.3 151037/00003
 Case 21-31948 Document 1466 Filed in TXSB on 11/16/22 Page 6 of 7

subject property’s actual operational performance to adjudicate the amount of tax, as a function of

value, that ought to be fairly assessed against Plaintiff. See Ohio Rev. Code Ann. § 5715.01.

PRAYER FOR RELIEF

WHEREFORE, PREMISES CONSIDERED, Plaintiff requests the Court grant the relief

requested herein and make a determination of Plaintiff’s tax liability regarding the New Towne

Mall and for such other relief that the Court finds just.

Houston, Texas
November 16, 2022

/s/ Kristhy M. Peguero

JACKSON WALKER LLP
Matthew D. Cavenaugh (TX Bar No. 24062656)
Kristhy M. Peguero (TX Bar No. 24102776)
Victoria Argeroplos (TX Bar No. 24105799)
Michael A. Drab (TX Bar No. 24115826)
1401 McKinney Street, Suite 1900
Houston, Texas 77010
Telephone: (713) 752-4200
Facsimile: (713) 752-4221
Email: mcavenaugh@jw.com
kpeguero@jw.com
vargeroplos@jw.com
mdrab@jw.com

Counsel to the Reorganized Debtors

32281382v.3 151037/00003
 Case 21-31948 Document 1466 Filed in TXSB on 11/16/22 Page 7 of 7

CERTIFICATION PURSUANT TO OHIO REV. CODE ANN. § 5715.13

I declare under penalties of perjury that this complaint has been examined by me and to the

best of my knowledge and belief is true, correct, and complete.

/s/ Simon Leopold

Simon Leopold, EVP & CFO
New Towne Mall, LLC

32281382v.3 151037/00003