Retail: Ten properties comprising approximately 3.0 million rentable square feet, which are approximately 96.0% leased and constitute approximately 43.9% of the total annualized base rent of our pro rata portfolio as of June 30, 2010;

Office: Six properties comprising approximately 2.2 million rentable square feet (including a 25% interest in a 710,000 square foot office property owned pursuant to an unconsolidated joint venture), which properties are approximately 94.4% leased and represent approximately 39.8% of the total annualized base rent of our pro rata portfolio as of June 30, 2010;

Mixed-use: Our Waikiki Beach Walk property is comprised of approximately 97,000 rentable square feet of retail space and a 369-room all-suite hotel, which was redeveloped in 2007. The retail space represents approximately 6.5% of the total annualized base rent of our pro rata portfolio as of June 30, 2010; and

Multifamily: Three apartment communities with stabilized occupancy rates, as well as an RV resort, which is currently operated as part of our multifamily portfolio, in aggregate comprising 922 multifamily units, which are approximately 93.2% leased and represent approximately 9.9% of the total annualized base rent of our pro rata portfolio as of June 30, 2010.

Irreplaceable Portfolio of High Quality Retail and Office Properties. We have acquired and developed a high quality portfolio of retail and office properties located in affluent neighborhoods and sought-after business centers in Southern California, Northern California, Oahu, Hawaii and San Antonio, Texas. We believe many of our properties currently achieve rental and occupancy rates equal to or above those typically prevailing in their respective markets due to their desirable and competitively advantageous locations within their submarkets, as well as our hands-on management approach. Many of our properties are located in in-fill locations where developable land is scarce. In addition, even where land is available near our properties, we believe current zoning, environmental and entitlement regulations significantly restrict new or additional development. Accordingly, we believe that our portfolio of properties cannot be replicated.

Experienced and Committed Senior Management Team with Strong Sponsorship. The members of our senior management team have an average of approximately 28 years of commercial real

estate experience and have worked at American Assets, Inc. for an average of approximately 15 years. During their tenure at American Assets, Inc., our senior management has overseen the acquisition or development and operation of more than 9.5 million rentable square feet of retail and office properties and more than 4,600 multifamily units, including all of the properties in our portfolio. Our senior management team and real estate professionals have in-depth knowledge of our assets, core markets and future growth opportunities, as well as substantial expertise in all aspects of leasing, asset and property management, marketing, acquisitions, redevelopment and facility engineering and financing. Upon the completion of this offering and our formation transactions, our senior management team will own approximately     % of our company on a fully diluted basis (assuming the exchange of all common units for shares of our common stock), which we believe will align their interests with those of our stockholders.

Properties Located in High-Barrier-to-Entry Markets with Strong Real Estate Fundamentals. Our core markets currently include San Diego, the San Francisco Bay Area and Oahu, Hawaii, which we believe have attractive long-term real estate fundamentals driven by favorable supply and demand characteristics. According to RCG, our core markets have high barriers to entry resulting from the limited supply of developable land, high construction costs and rigorous zoning and entitlement processes, which will limit new real estate construction. Additionally, we believe our markets have strong economic and demographic fundamentals, which will support continued demand for real estate. We believe that the combination of limited supply of developable land in our markets, together with the continued demand for real estate generated by long-term economic growth, will increase rental rates at our properties and enable us to achieve internal cash flow growth over time.

Extensive Market Knowledge and Long-Standing Relationships Facilitate Access to a Pipeline of Acquisition and Leasing Opportunities. We believe that our in-depth market knowledge and extensive network of long-standing relationships with real estate owners, developers, brokers, national and regional lenders and other market participants will provide us access to an ongoing pipeline of attractive acquisition and investment opportunities in and near our core markets. In addition, we have an extensive network of relationships with numerous national and regional tenants in our markets, many of whom currently are tenants in our retail and office buildings, which we expect will enhance our ability to retain and attract high quality tenants, facilitate our leasing efforts and provide us with opportunities to increase occupancy rates at our properties, thereby allowing us to maximize cash flows from our properties. We have successfully converted many of our strong relationships with our retail tenants into leasing opportunities at our properties.

Internal Growth Prospects through Development, Redevelopment and Repositioning. We believe that the development and redevelopment potential at several of our properties presents compelling growth prospects. We currently have entitlements to support approximately 140,000 additional square feet of office and retail space at our properties. In addition, we expect to obtain entitlements and approvals for a further 845,000 square feet of space, including an approximately 766,000 square foot mixed-use project at our joint venture property, Fireman’s Fund Headquarters in Novato, California, incorporating retail, residential and hospitality uses. We also intend to exercise our option to purchase an approximately 80,000 square foot building located on our Carmel Mountain Plaza property. We will use a portion of the proceeds from this offering to fund the purchase of this building, which we intend to reposition and re-lease. Our senior management team successfully completed significant repositioning and redevelopment projects at many of our properties, including Del Monte Center, Solana Beach Towne Centre and Waikele Center. In addition, our senior management team has significant experience with the development and redevelopment of retail and office properties in our core markets, having developed or redeveloped

over 5.4 million square feet of commercial and residential properties while at American Assets, Inc. Accordingly, we believe our expertise enhances our ability to capitalize on these internal growth opportunities.

Broad Real Estate Expertise with Retail and Office Focus. Our senior management team has strong experience and capabilities across the real estate sector with significant experience and expertise in the retail and office asset classes, which we believe provides for flexibility in pursuing attractive acquisition, development, and repositioning opportunities. Since varying market conditions create opportunities at different times across property types, we believe our expertise enables us to target relatively more attractive investment opportunities throughout economic cycles. We believe that our ability to pursue these types of opportunities differentiates us from many competitors in our core markets.

Capitalizing on Acquisition Opportunities in High-Barrier-to-Entry Markets. We intend to pursue growth through the strategic acquisition of high quality properties that are well-located in their submarkets. Our overall acquisition strategy focuses on acquiring properties in markets that generally are characterized by strong supply and demand characteristics, including high barriers to entry and diverse industry bases, that appeal to institutional investors. We target attractively priced properties that complement our existing portfolio from a risk management and diversification perspective. For retail properties, we intend to focus on acquiring and operating properties that are well positioned in their respective markets and are a primary shopping destination for local residents. For office properties, we intend to focus on acquiring and operating properties in the most prominent submarkets and that offer high quality amenities and superior access to transportation. We believe that properties located in the most prominent retail or business district of a high-barrier-to-entry market will experience greater value appreciation, greater rental rate increases and more stable occupancy rates than similar properties in less-prominent locations of high-barrier-to-entry markets or than properties generally in lower-barrier-to-entry markets.

Repositioning/Redevelopment and Development of Office and Retail Properties. We intend to selectively reposition and redevelop several of our existing or newly-acquired properties, and we will also selectively pursue ground-up development of undeveloped land where we believe we can generate attractive risk-adjusted returns. As of June 30, 2010, we have approved entitlements for approximately 140,000 additional square feet of development at our properties and expect to obtain entitlements and approvals for approximately 845,000 additional square feet of development, including approximately 766,000 square feet at our joint venture property. By repositioning and redeveloping these properties and pursuing ground-up development of undeveloped land, we seek to increase occupancy and rental rates, thereby producing favorable risk-adjusted returns on our invested capital.

Disciplined Capital Recycling Strategy. We intend to pursue an efficient asset allocation strategy that maximizes the value of our investments by selectively disposing of properties whose returns appear to have been maximized and redeploying capital into acquisition, repositioning, redevelopment and development opportunities with higher return prospects, in each case in a manner that is consistent with our qualification as a REIT. We have an extensive track record of completing many significant commercial real estate acquisitions and dispositions and remain thorough in our underwriting, carefully analyzing potential acquisitions to determine which best fit our investment criteria. We employ a rigorous underwriting process that leverages our extensive

knowledge of our local markets to acquire assets that we believe will generate attractive risk-adjusted returns. An integral part of our disciplined approach to acquisitions involves focusing primarily on long-term growth potential rather than short-term cash returns, in order to maximize our long-term return on invested capital.

Proactive Asset and Property Management. We intend to continue to actively manage our properties, employ targeted leasing strategies, leverage our existing tenant relationships and focus on reducing operating expenses to increase occupancy rates at our properties, attract high quality tenants and increase property cash flows, thereby enhancing the value of our properties. We have a centralized senior management team in our San Diego headquarters, in addition to on-site professionals handling day-to-day property management, including anticipating and satisfying our tenants’ needs and delivering customized space solutions to potential tenants. In addition, we utilize our extensive tenant relationships and leasing strategies to optimize our tenant mix to meet the needs of the local market and to maintain high occupancies across our portfolio.

Our portfolio of properties is dependent upon regional and local economic conditions and is geographically concentrated in California, Hawaii and Texas, which may cause us to be more susceptible to adverse developments in those markets.

We expect to have approximately $879.9 million ($924.1 million including our pro rata share of joint venture debt) of indebtedness outstanding following this offering, which may expose us to the risk of default under our debt obligations.

We depend on significant tenants in our office properties.

Our retail shopping center properties depend on anchor stores or major tenants to attract shoppers and could be adversely affected by the loss of, or a store closure by, one or more of these tenants.

We may be unable to renew leases, lease vacant space or re-let space as leases expire.

We may be unable to identify and complete acquisitions of properties that meet our criteria, which may impede our growth.

We have no operating history as a REIT or a publicly traded company and may not be able to successfully operate as a REIT or a publicly traded company.

Our success depends on key personnel, including Ernest S. Rady, John W. Chamberlain and Robert F. Barton, our Executive Chairman, Chief Executive Officer and Chief Financial Officer, respectively, whose continued service is not guaranteed, and the loss of one or more of our key personnel could adversely affect our ability to manage our business and to implement our growth strategies, or could create a negative perception in the capital markets.

Mr. Rady will continue to be involved in outside businesses, which may interfere with his ability to devote time and attention to our business and affairs.

We may not be able to rebuild our existing properties to their existing specifications if we experience a substantial or comprehensive loss of such properties.

Joint venture investments, including our 25% interest in Fireman’s Fund Headquarters, could be adversely affected by our lack of sole decision making authority, our reliance on co-venturers’ financial condition and disputes between us and our co-venturers.

Upon completion of this offering and the formation transactions, Ernest S. Rady and his affiliates, directly or indirectly, will own a substantial beneficial interest in our company on a fully diluted basis and will have the ability to exercise significant influence on our company and our operating partnership.

Messrs. Rady, Chamberlain and Barton will receive benefits in connection with this offering, which create a conflict of interest because they have interests in the successful completion of this offering that may influence their decisions affecting the terms and circumstances under which the offering and formation transactions are completed.

Our charter and bylaws, the partnership agreement of our operating partnership and Maryland law contain provisions that may delay, defer or prevent a change of control transaction.

Tax protection agreements could limit our ability to sell or otherwise dispose of certain properties.

Failure to qualify as a REIT would have significant adverse consequences to us and the value of our common stock.

To maintain our REIT status, we may be forced to borrow funds during unfavorable market conditions.

There has been no public market for our common stock prior to this offering and an active trading market for our common stock may not develop following this offering.

We may be unable to make distributions at expected levels, and we may be required to borrow funds to make distributions.

Differences between the book value of the assets to be acquired in the formation transactions and the price paid for our common stock will result in an immediate and material dilution of the book value of our common stock.

Property

Location

Retail Properties

Carmel Country Plaza

Carmel Mountain Plaza⁽⁷⁾

South Bay Marketplace⁽⁸⁾

Rancho Carmel Plaza

Lomas Santa Fe Plaza

Solana Beach Towne Centre

Del Monte Center⁽⁹⁾

The Shops at Kalakaua

Waikele Center

Alamo Quarry⁽¹⁰⁾

Subtotal/Weighted Average Retail Portfolio

Office Properties

Wholly Owned

Torrey Reserve Campus

Solana Beach Corporate Centre

Valencia Corporate Center

160 King Street⁽¹¹⁾

The Landmark at One Market⁽¹²⁾

Joint Ventures

Fireman’s Fund Headquarters⁽¹³⁾

Subtotal/Weighted Average Office Portfolio

Total/Weighted Average Retail and Office Portfolio

Subtotal/Weighted Average Retail Portfolio

Subtotal/Weighted Average Pro Rata Office Portfolio⁽¹⁴⁾

Total/Weighted Average Retail and Pro Rata Office Portfolio⁽¹⁵⁾

Retail Portion

Location

Ownership
Percentage

Waikiki Beach
Walk—Retail^{(16 )}

Hotel Portion

Location

Ownership
Percentage

Waikiki Beach
Walk—Hotel

Property

Location

Ownership
Percentage

Loma Palisades

Imperial Beach Gardens

Mariner’s Point

Santa Fe Park RV Resort^{( 25)}

Total/Weighted Average Multifamily Portfolio

consolidate the ownership of our portfolio under our company and our operating partnership;

cause us to succeed to the property management business;

facilitate this offering;

enable us to raise necessary capital to repay existing indebtedness related to certain properties in our portfolio;

enable us to qualify as a REIT for federal income tax purposes commencing with the taxable year ending December 31, 2010;

defer the recognition of taxable gain by certain prior investors; and

enable prior investors to obtain liquidity for their investments.

We were formed as a Maryland corporation on July 16, 2010.

American Assets Trust, L.P., our operating partnership, was formed as a Maryland limited partnership on July 16, 2010.

We will sell             shares of our common stock in this offering and an additional             shares if the underwriters exercise their overallotment option in full, and we will contribute the net proceeds from this offering to our operating partnership in exchange for            common units (or            common units if the underwriters exercise their overallotment option in full).

We will succeed to the property management business as a result of the contribution by American Assets, Inc. of the assets and liabilities associated with the property management business to its wholly owned subsidiary, American Assets Trust Management, LLC, and the subsequent contribution of its interest in that entity to our operating partnership in exchange for            common units.

We and our operating partnership will consolidate the ownership of our portfolio of properties by acquiring the entities that directly or indirectly own such properties or by acquiring interests in such entities through a series of forward and reverse merger transactions and contributions pursuant to merger agreements and contribution agreements each dated September 13, 2010, with such entities or the owners thereof. The value of the consideration to be paid to each of the owners of such entities in the formation transactions will be determined according to the terms of such merger agreements and contribution agreements.

Prior investors in the merged and contributed entities will receive as consideration for such mergers and contributions              shares of our common stock,             common units, or in the case of non-accredited investors in such entities, $             in cash in accordance with the terms of the relevant merger and/or contribution agreements. The aggregate value of common stock and common units to be paid to prior investors in such entities at the mid-point of the range of prices shown on the cover of this prospectus is $            . This value will increase or decrease if our common stock is priced above or below the mid-point of the range of prices shown on the cover of this prospectus.

The Rady Trust has entered into a representation, warranty and indemnity agreement, pursuant to which it has made certain representations and warranties to us regarding the entities and assets being acquired in the formation transactions and agreed to indemnify us and our operating partnership for breaches of such representations and warranties for one year after the completion of this offering and the formation transactions. For purposes of satisfying any indemnification claims, the Rady Trust will deposit into escrow             shares of our common stock and             common units with an aggregate value equal to ten percent of the consideration payable to the Rady Trust and its affiliates in the formation transactions. The Rady Trust has no obligation to increase the amount of common stock or common units in the escrow in the event the trading price of our common stock declines below the initial public offering price. Any and all amounts remaining in the escrow one year from the closing of the formation transactions will be distributed to the Rady Trust to the extent that indemnity claims have not been made against such amounts. This indemnification is subject to a one-time aggregate deductible equal to one percent of the consideration payable to the Rady Trust and its affiliates in the formation transactions and a cap equal to the value of the consideration deposited in the escrow. Other than the Rady Trust, none of the prior investors or the entities that we are acquiring in the formation transactions will provide us with any indemnification.

The current management team of American Assets, Inc. will become our senior management team, and the current real estate professionals employed by American Assets, Inc. will become our employees.

Our operating partnership intends to use a portion of the net proceeds of this offering to repay approximately $341.4 million of outstanding indebtedness, including applicable prepayment costs, exit fees and defeasance costs of $24.3 million. As a result of the foregoing uses of proceeds, we expect to have approximately $879.9 million ($924.1 million including our pro rata share of joint venture debt) of total debt outstanding upon completion of this offering and the formation transactions.

In conjunction with this offering, we anticipate entering into an agreement for a $             million revolving credit facility. We expect to use this facility to fund future capital expenditures related to lease-up, acquisitions and for general corporate purposes.

In connection with the foregoing transactions, we expect to adopt a cash and equity-based incentive award plan and other incentive plans for our directors, officers, employees and consultants. We expect that an aggregate of             shares of our common stock will be available for issuance under awards granted pursuant to our 2010 Equity Incentive Award Plan. See “Executive Compensation—Equity Incentive Award Plan.”

Through our interest in our operating partnership and its wholly owned subsidiaries, we will indirectly own a 100% fee simple interest in all of the properties in our portfolio other than Fireman’s Fund Headquarters, in which we will own a 25% joint venture interest, and will operate all of the properties in our portfolio other than Waikiki Beach Walk, which will be operated by Outrigger Hotels & Resorts, or Outrigger.

We will indirectly own our services company through our operating partnership, which will own 100% of its common stock.

Purchasers of shares of our common stock in this offering will own     % of our outstanding common stock, or     % on a fully diluted basis (    % of our outstanding common stock, or     % on a fully diluted basis, if the underwriters’ overallotment option is exercised in full).

The prior investors in the entities that own the properties in our portfolio, including Mr. Rady and his affiliates and our executive officers, will own     % of our outstanding common stock, or     % on a fully diluted basis (     % of our outstanding common stock, or     % on a fully diluted basis, if the underwriters’ overallotment option is exercised in full).

We will be the sole general partner of our operating partnership. We will own     % of the outstanding common units of partnership interest in our operating partnership, and the prior investors in the entities that own the properties in our portfolio, including Mr. Rady and his affiliates and our executive officers, will own     % of the outstanding common units. If the underwriters’ overallotment option is exercised in full, we will own     % of the outstanding common units and the prior investors in the entities that own the properties in our portfolio, including Mr. Rady and his affiliates and our executive officers, will own     %.

We expect to have total consolidated indebtedness of approximately $879.9 million ($924.1 million including our pro rata share of joint venture debt).

Mr. Rady, our Executive Chairman, and his affiliates, including the Rady Trust, will receive             shares of our common stock and              common units in connection with the formation transactions, with an aggregate value of approximately $             million. As a result, Mr. Rady and his affiliates will own approximately     % of our company on a fully diluted basis, or     % if the underwriters’ overallotment option is exercised in full.

Mr. Chamberlain, our Chief Executive Officer and director, and his affiliates will receive             shares of our common stock and             common units in connection with the formation transactions, with an aggregate value of approximately $            million. As a result, Mr. Chamberlain and his affiliates will own approximately     % of our company on a fully diluted basis, or     % if the underwriters’ overallotment option is exercised in full.

Mr. Barton, our Chief Financial Officer, and his affiliates will receive             shares of our common stock and             common units in connection with the formation transactions, with an aggregate value of approximately $             million. As a result, Mr. Barton and his affiliates will own approximately     % of our company on a fully diluted basis, or     % if the underwriters’ overallotment option is exercised in full.

In connection with the formation transactions, we will repay in cash from the proceeds of this offering approximately $4.9 million in notes payable to certain of the prior investors in Del Monte Center. Mr. Rady and his affiliates will receive approximately $3.8 million of this amount in their capacity as direct or indirect owners of the entities that own Del Monte Center.

In connection with the formation transactions, we will repay in cash from the proceeds of this offering approximately $350,000 in notes payable to certain prior investors in Torrey Reserve Campus. Mr. Rady and his affiliates will receive approximately $30,000 of this amount in their capacity as direct or indirect owners of the entities that own Torrey Reserve Campus.

To the extent that an ownership entity has an excess of net working capital over target net working capital (as set forth below) as determined by us within 45 days prior to the date of the preliminary prospectus in connection with this offering, the amount of such excess shall be due to the prior owners of such ownership entity following the completion of the offering, including Mr. Rady and his affiliates and our other directors and executive officers and their affiliates who are prior investors. To the extent not distributed or paid by such ownership entity prior to the completion of this offering, our operating partnership shall pay such amounts on behalf of each such ownership entity promptly after the completion of this offering. For purposes of this calculation the target net working capital of each ownership entity will be zero, other than with respect to certain ownership entities holding interests in Waikiki Beach Walk – Retail and the Waikiki Beach Walk – Hotel. With respect to Waikiki Beach Walk – Retail, ABW Lewers LLC will have a target net working capital of $5,000,000, and with respect to the Waikiki Beach Walk – Hotel, each of EBW Hotel, LLC, Broadway 225 Sorrento Holdings, LLC, Broadway 225 Stonecrest Holdings, LLC and Waikele Venture Holdings, LLC will have a target net working capital of $2,050,000, $766,500, $470,000 and $1,713,500, respectively. Therefore, any such amounts will not be included in the assets that we acquire in the formation transactions. We estimate that the aggregate amount of such excess of net working capital will be $            , of which $             will be payable to Mr. Rady and his affiliates, $             will be payable to John W. Chamberlain and his affiliates, and $             will be payable to Robert F. Barton and his affiliates.

The Rady Trust and certain other affiliates of Mr. Rady are guarantors of approximately $75.4 million of indebtedness, in the aggregate, with respect to Waikele Center, Waikiki Beach Walk – Hotel, 160 King Street, The Landmark at One Market and Valencia Corporate Center. All of the indebtedness underlying the foregoing guaranteed amounts will be repaid with proceeds from this offering and, as a result, the Rady Trust and these other affiliates of Mr. Rady will be released from these guarantee obligations. In addition, the Rady Trust and certain other affiliates of Mr. Rady are guarantors of approximately $879.9 million ($924.1 million including our pro rata share of joint venture debt) of indebtedness, in the aggregate, that will be assumed by us upon completion of this offering. The guarantees with respect to substantially all of this indebtedness are limited to losses incurred by the applicable lender arising from a borrower’s fraud, intentional misrepresentation or other “bad acts,” a borrower’s bankruptcy, a prohibited transfer under the loan documents or losses arising from a borrower’s breach of certain environmental covenants. In connection with this assumption, we will seek to have the Rady Trust and such other affiliates of Mr. Rady released from such guarantees and to have our operating partnership assume any such guarantee obligations as replacement guarantor. To the extent lenders do not consent to the release of the Rady Trust and/or

such other affiliates of Mr. Rady and the Rady Trust, and such other affiliates remain guarantors on assumed indebtedness following the IPO, our operating partnership will enter into a reimbursement agreement with the Rady Trust and such affiliates, pursuant to which our operating partnership will be obligated to reimburse the Rady Trust and such other affiliates of Mr. Rady for any amounts paid by them under guarantees with respect to the assumed indebtedness.

We will enter into a tax protection agreement with certain limited partners of our operating partnership, including Mr. Rady and his affiliates and an affiliate of Mr. Chamberlain, pursuant to which we agree to indemnify such limited partners against adverse tax consequences in connection with: (1) our sale of an interest in seven specified properties in a taxable transaction until the seventh anniversary of the closing of the formation transactions; and (2) our failure to provide certain limited partners the opportunity to guarantee certain debt of our operating partnership during such period, or following such period, our failure to use commercially reasonable efforts to provide such opportunities; provided that, subject to certain exceptions and limitations, such indemnification rights will terminate for any such protected partner that sells, exchanges or otherwise disposes of more than 50% of his or her common units. Notwithstanding the foregoing the operating partnership’s indemnification obligations under the tax protection agreement will terminate upon the later of the death of Mr. Rady and the death of his wife. Mr. Rady and his affiliates and an affiliate of Mr. Chamberlain will have the opportunity to guarantee up to $            million and $             million, respectively, of our outstanding indebtedness, pursuant to the tax protection agreement.

In connection with the completion of this offering, we will enter into a registration rights agreement with the various persons receiving shares of our common stock and/or common units in the formation transactions, including Mr. Rady, his affiliates, immediate family members and related trusts and certain of our other directors and executive officers and their affiliates. Under the registration rights agreement, subject to certain limitations, commencing not later than 14 months after the date of this offering, we will file one or more registration statements covering the resale of the shares of our common stock issued in the formation transactions and the resale of the shares of our common stock issued or issuable, at our option, in exchange for common units issued in the formation transactions. We may, at our option, satisfy our obligation to prepare and file a resale registration statement by filing a registration statement registering the issuance by us of shares of our common stock registered under the Securities Act in lieu of our operating partnership’s obligation to pay cash for such units. Commencing one year after the date of this offering (but prior to the date upon which the registration statement described above is effective) or 16 months after the date of this offering if the shelf registration statement described above is not then effective, Mr. Rady and his affiliates, immediate family members and related trusts will have demand rights to require us to undertake an underwritten offering under a resale registration statement (so long as a majority-in-interest of such group makes such a demand). In addition, if we file a registration statement with respect to an underwritten offering for our own account, any of Mr. Rady and his affiliates, immediate family members and related trusts will have the right, subject to certain limitations, to register such number of shares of our common stock issued to him or her pursuant to the formation transactions as each such person requests. Commencing upon our filing of a resale registration statement not later than 14 months after the date of this offering, under certain circumstances, we will also be required to undertake an underwritten offering upon the written request of holders of at least 10% in the aggregate of the securities originally issued in the formation transactions, provided the securities to be registered in such offering shall (1) have a market value of at least $25 million or (2) shall represent all of the remaining securities acquired in the formation transactions by Mr. Rady and his affiliates, immediate family members and related trusts and such securities shall have a market value of at least $10 million, and provided further that

we are not obligated to effect more than three such underwritten offerings. We will agree to pay all of the expenses relating to the securities registrations described above. See “Shares Eligible for Future Sale—Registration Rights.”

We may enter into employment agreements with certain of our executive officers that would become effective as of the closing of this offering, which would be expected to provide for salary, bonus and other benefits, including accelerated equity vesting upon a change in control and severance upon a termination of employment under certain circumstances. The material terms of the agreements with our named executive officers are described under “Executive Compensation—Employment Agreements” and “Executive Compensation—Compensation Tables—Narrative Disclosure to Summary Compensation Table.”

We intend to enter into indemnification agreements with directors and executive officers at the closing of this offering, providing for procedures for indemnification by us to the fullest extent permitted by law and advancements by us of certain expenses and costs relating to claims, suits or proceedings arising from their service to us or, at our request, service to other entities, as officers or directors.

We intend to adopt our 2010 Equity Incentive Award Plan, under which we may grant cash or equity incentive awards to our directors, officers, employees and consultants. See “Executive Compensation—Equity Incentive Award Plan.”

Common stock offered by us

Common stock to be outstanding after this offering

Common stock and common units to be outstanding after this offering

Use of proceeds

$341.4 million to repay outstanding indebtedness, including applicable prepayment costs, exit fees and defeasance costs of $24.3 million;

$13.2 million to exercise our option to purchase the approximately 80,000 square foot building vacated by Mervyn’s located in Carmel Mountain Plaza;

up to $8.5 million for tenant improvements and leasing commissions at The Landmark at One Market;

$         million to pay unaccredited prior investors in connection with the formation transactions;

up to $2.0 million to pay costs related to the renovation of Solana Beach Towne Centre; and

the remaining amounts for general corporate purposes, including future acquisitions and, potentially, paying distributions.

Risk Factors

Proposed New York Stock Exchange symbol

Includes (a)                  shares of common stock to be issued in this offering, (b) the                 shares of common stock to be issued in connection with the formation transactions, (c)             shares of restricted stock to be granted to our officers and certain other employees concurrently with the completion of this offering and (d)            shares of restricted stock to be granted to our non-employee

directors concurrently with the completion of this offering. Excludes (a)            shares of our common stock issuable upon the exercise of the underwriters’ overallotment option in full, (b)            shares of our common stock available for future issuance under our 2010 Equity Incentive Award Plan, and (c)                shares that may be issued, at our option, upon exchange of common units to be issued in the formation transactions.

Statement of Operations Data:

Rental income

Other property income

Total revenue

Expenses:

Rental expenses

Real estate taxes

General and administrative

Depreciation and amortization

Total operating expenses

Operating income

Interest income and other, net

Interest expense

Fee income from real estate joint ventures

Income (loss) from real estate joint ventures

Income (loss) from continuing operations

Discontinued operations:

Loss from discontinued operations

Gain on sale of real estate property

Results from discontinued operations

Net income (loss)

Net income (loss) attributable to noncontrolling interests

Net income (loss) attributable to Predecessor

Balance Sheet Data (at period end)

Net real estate

Investment in real estate ventures, net

Total assets

Notes payable

Total liabilities

Noncontrolling interests

Stockholders’/owners’ equity

Total liabilities and stockholders’/ owners’ equity

Per Share Data:

Pro forma basic earnings per share

Pro forma diluted earnings per share

Pro forma weighted average common shares outstanding—basic

Pro forma weighted average common shares outstanding—diluted

Other Data:

Pro forma funds from operations⁽¹⁾

Cash flows from:

Operating activities

Investing activities

Financing activities

Pro forma net income

Plus: pro forma real estate depreciation and amortization

Plus: pro forma depreciation of joint venture real estate assets

Pro forma funds from operations