By Eric Engelbert
The Mall Is Not Dying. It Is Getting Apartments, a Fitness Resort, and Din Tai Fung.
The conventional narrative about American malls is that they are dead. Brea Mall is not following the script.
Simon Property Group, the Indianapolis-based REIT that owns more mall square footage than any company in the United States, has spent years fighting the "malls are over" story. Its answer at Brea is a multimillion-dollar transformation of the former Sears footprint into a 15.5-acre mixed-use development with 380 new apartments, a 90,000-square-foot Life Time Fitness athletic resort, Din Tai Fung, Zara, Rivian, Alo Yoga, UNIQLO, The North Face, and a redesigned streetscape with a central lawn and plaza. Phases started opening in 2025 and continue into 2026.
This is not the kind of housing conversion happening in Buena Park or Fullerton, where retailers pulled out and developers bought the land to build apartment complexes. At Brea Mall, Simon is keeping the mall and adding residential on top. The thesis is that people will choose to live next to a shopping and dining destination rather than simply near one, and that the right mix of tenants can make a dead anchor site into a neighborhood center.
At the same time, a Bakersfield oil company is converting 265 acres of drilling land north of the 91 Freeway into a 1,100-home master-planned community. And the state of California has told Brea it needs to plan for 2,365 new units by 2029. All of these threads are moving simultaneously and they are reshaping what Brea looks like as a place to live.
The State Mandate: 2,365 Units by 2029
California's 6th Cycle Regional Housing Needs Assessment gave Brea an allocation of 2,365 units for the planning period running from October 2021 through October 2029. Of that total, 1,062 units must be designated for low-income to extremely low-income households. The remaining 1,303 are targeted at moderate and above-moderate income residents.
In context, 2,365 is a significant mandate for a city of roughly 45,000 residents, but it is considerably more manageable than the mandates facing neighboring cities. Buena Park is required to plan for 8,919 units. Fullerton must accommodate 13,209. Brea's lower number reflects its smaller size, limited available land, and the fact that it has historically built more housing relative to its population than some of its neighbors.
The projects currently underway and recently approved collectively address a substantial portion of that mandate. The Brea Mall apartments contribute 380 units. Brea 265 adds 1,100 more. Brea Plaza Living and the Village at Greenbriar together bring nearly 300 additional homes. That is roughly 1,780 units across four projects, covering the majority of the city's 6th Cycle obligation before accounting for smaller infill permits issued in the normal course of development.
The Brea Mall Transformation: Simon's National Strategy Lands in North OC
Simon Property Group announced in 2023 that it would invest $1.5 billion nationally to convert underperforming anchor space into mixed-use projects across its portfolio. Brea Mall is one of the most prominent California installations of that strategy. The former Sears at Brea Mall, which closed in 2020 when the chain went bankrupt, was approximately 162,000 square feet of retail space that had sat largely vacant. Simon acquired full control of the parcel, demolished the structure, and is building in its place a development that integrates housing, fitness, dining, and retail in a way that gives the remaining mall an upgraded reason to exist.
What Is Being Built on the Former Sears Site
- 380 apartment units in a five-story building on top of a three-story parking structure
- 593 parking spaces for residents plus 292 additional for mall use
- Life Time Fitness: a two-story, 90,000-square-foot athletic resort, the kind that includes pools, spa, childcare, group fitness studios, and cafe, not a standard gym
- 119,000 square feet of new retail and dining buildings in four structures around a redesigned streetscape
- A central green area and a public plaza for seasonal events
The New Tenants
The tenant mix Simon assembled for the redeveloped area reflects a deliberate move upmarket. Confirmed additions as of mid-2026 include Din Tai Fung, North Italia, Zara, UNIQLO, Rivian, Alo Yoga, The North Face, Tumi, H&M, Chagee Tea Bar, and Life Time Fitness. Pottery Barn and Lululemon are relocating and expanding within the center. The inclusion of a Rivian showroom is notable: Rivian does not sell through conventional dealerships and selects locations in high-income, brand-conscious markets where their customers already shop.
The dining lineup in particular changes the character of the center. Din Tai Fung, the Taiwanese dim sum chain with a cult following across Southern California, generates significant destination traffic that extends well beyond normal mall visitor patterns. Its presence at Brea signals that Simon is positioning this center to draw from a broader regional catchment, not just the North OC household that already shops there.
The 380 Apartments: Who They Are For and What to Expect
The 380 units at Brea Mall are predominantly market-rate, with a modest affordable component: 23 units reserved for households earning 65 percent of area median income and 15 units available to those earning up to 120 percent of AMI. The remaining units are unrestricted market-rate rental apartments.
Each apartment will have views of the central plaza, access to the onsite parking structure, and proximity to the Life Time Fitness, the dining corridor, and the existing mall. The product type is what developers call an urban-format mixed-use rental: not a conventional garden apartment complex, but a dense residential building integrated into a commercial environment, with amenities accessible by elevator rather than by car.
For the target resident, the appeal is walkability in a city that is otherwise almost entirely car-dependent. A Brea Mall tenant who works in North OC, eats at Din Tai Fung, trains at Life Time, and shops at Zara can accomplish most of a week's lifestyle activities within a five-minute walk of their front door. That is unusual in North Orange County and it commands rent premiums accordingly.
First residents were targeted to move in during 2025 to 2026, making this one of the more imminent new residential deliveries in the city. For buyers tracking the broader Brea market, the apartments serve as a bellwether: if they lease up quickly at strong rents, it confirms the demand thesis that Simon is betting on and supports the case for additional mixed-use investment in the corridor.
Brea 265: An Oil Company Turns 265 Acres Into 1,100 Homes
The most unusual development in Brea is not at the mall. It is on the hillside north of the 91 Freeway, where a 265-acre property currently used for oil and gas production is being converted into the largest master-planned residential community in the city's history.
The developer is Aera Energy, a Bakersfield-based oil company that concluded the land is worth more as residential real estate than as a drilling operation. The Brea 265 Specific Plan was approved by the Brea City Council on July 19, 2022, after an extensive environmental review. Aera's project is designed to wind down oil operations on the site and replace them with housing, open space, and parks in a phased buildout.
What Brea 265 Includes
- 1,100 total residential units across three density tiers: 301 low-density units, 273 medium-density, and 526 high-density
- 76 affordable units integrated into the community
- 15 acres of new public parks
- 7 miles of trails connecting to regional trail networks
- An expansion of Brea Sports Park by approximately 65 percent, adding new sports fields, courts, and playgrounds
- Views of the ocean and canyons from hillside parcels
- A dedicated affordable senior community
What Makes Brea 265 Different
Converting active oil and gas land to residential is not a routine entitlement process. It requires environmental assessment of soil and groundwater conditions, verification that oil operations are safely decommissioned on a parcel-by-parcel basis before residential construction begins, and coordination with state and local regulators on remediation standards. Aera's background as an oil company means it has the in-house expertise to manage this process, but it also means the timeline is governed by remediation progress rather than just financing and construction cycles.
The hillside setting adds a character that is rare in North Orange County. Most infill housing in Brea and its neighboring cities goes onto flat commercial land. Brea 265 offers topography, views, and a sense of separation from the grid that justifies higher price points for low-density parcels. Early phases are expected to deliver single-family and estate-scale product aimed at buyers seeking something that the existing Brea inventory does not offer.
Brea Plaza Living and Village at Greenbriar: 300 More Homes Near the 57
In April 2025, the Brea City Council approved two additional housing developments near the 57 Freeway and Imperial Highway, adding approximately 300 more units to the pipeline.
Brea Plaza Living: 120 Apartments
Brea Plaza Living proposes 120 units in a four-story apartment building atop a two-story parking garage, reaching 64 feet in height. The project, designed by Architects of Orange, includes six affordable units reserved for extremely low-income households. It is located at the Brea Plaza shopping center near the 57 Freeway interchange. The project required a minor height variance of four feet above current standards and a parking reduction agreement, both of which the city approved along with the development in April 2025.
Village at Greenbriar: 180 Single-Family Homes by Lennar
The Village at Greenbriar is a Lennar Homes project bringing approximately 180 single-family units to a site near the existing Glenbrook neighborhood. Unlike the other projects in Brea's pipeline, which are apartment or mixed-use developments, the Village at Greenbriar is a conventional for-sale single-family subdivision, offering detached homes with private yards in a market where that product type remains in short supply. The City Council approved it 4-0 in April 2025, with the primary resident concern being parking spillover into the adjacent Glenbrook neighborhood during the construction and initial leasing period.
For buyers watching the Brea market, Lennar's involvement signals builder confidence in North OC demand at current price points. Lennar does not enter markets where it cannot underwrite a profitable sell-through, and their selection of Brea for a new single-family subdivision reflects the city's sustained appeal to buyers priced out of Yorba Linda, La Habra Heights, and similar markets to the east.
What All of This Means for Brea Homeowners and Buyers
Brea has long commanded a premium in North Orange County. Its school district, walkable downtown, proximity to the 57 Freeway, and the Brea Mall as a regional anchor have made it a consistently desirable address. The current development cycle adds infrastructure to that foundation rather than diluting it.
The mall transformation is the most relevant near-term factor for existing homeowners. When Simon finishes the redevelopment and the full tenant roster is operating, Brea Mall becomes a materially better version of what it already was. Din Tai Fung and Life Time do not open in markets they are skeptical of. Their commitment to Brea reflects confidence in the customer base, and that confidence in turn gives buyers considering Brea additional reason to act rather than wait.
Brea 265 adds a new product type to a market that currently skews heavily toward existing single-family inventory from the 1970s through 1990s. New construction on hillside parcels with modern floor plans, energy efficiency requirements, and views will absorb a specific segment of demand, the move-up buyer who has equity from a prior Brea or North OC home and wants new construction, that has not had a local option. That absorption does not compete directly with existing Brea inventory; it serves a buyer who currently must look to Yorba Linda, Brea Hills, or La Habra Heights to find comparable product.
The apartment pipeline at Brea Mall, Brea Plaza Living, and potentially additional infill projects adds rental options that Brea has historically lacked in a meaningful way. More renters in the city means more customers for local retail and more depth in the buyer pool when those renters eventually choose to purchase. Cities with healthy rental markets tend to have healthier buyer markets over time, because renters become buyers and buyers stay in the city they know.
How Simon Is Thriving While the Rest of the Mall Industry Keeps Shrinking
A note on why I went down this rabbit hole: I attended Indiana University, where the Simon family has been a prominent presence for decades. Herb Simon, who co-founded what became Simon Property Group with his brother Melvin, was a major donor and civic figure across the state. Growing up around that name made me curious when it showed up on a Brea Mall redevelopment plan. I decided to look into how the company is actually doing before writing about what they are building here.
If you followed retail real estate news in the early 2020s, you may have seen headlines about Simon Property Group losing malls to foreclosure. Those headlines were accurate. What they missed is why it happened and what it means for a project like Brea.
Between 2020 and 2022, Simon stopped making loan payments on a series of underperforming properties and let creditors foreclose. Montgomery Mall in North Wales, Pennsylvania: Simon walked away from a $100 million loan, creditors foreclosed and took a $119 million judgment against the Simon entity that owned it. Town Center at Cobb in Kennesaw, Georgia: Deutsche Bank foreclosed on a $178 million mortgage, slashed the appraised value by 60 percent to $130 million, held a foreclosure auction at that price, and received zero bids. Crystal Mall in Connecticut went the same way in 2022, its net operating income down 61 percent from 2012 peak levels. There were several more.
What looks like financial distress from the outside was actually a deliberate portfolio exit. REITs like Simon structure most property-level debt as non-recourse loans, meaning the collateral for the loan is the building itself, not Simon's corporate assets. When a property's value falls below its loan balance and shows no realistic path to recovery, the rational move is to stop funding it and let the lender take it back. The lender absorbs the loss. Simon's balance sheet, credit rating, and other properties are protected. This is not a sign of weakness. It is how sophisticated real estate companies manage a portfolio through a correction. They triage, they exit what cannot be saved, and they concentrate capital on what can.
The properties Simon surrendered were second- and third-tier malls in declining demographic markets with occupancy problems that predated COVID. Brea Mall was never in that category. It is a performing asset in a high-income North OC trade area that Simon chose to invest in rather than exit.
Where Simon Stands Today
After the portfolio triage, Simon's financial profile is strong by any measure. As of late 2024, the company reported approximately $10.1 billion in liquidity, including $2 billion in cash and $8.1 billion in available credit. Annual consolidated revenue runs at roughly $6 billion. Occupancy across the retained portfolio is 96.5 percent. Standard and Poor's rates Simon at A-minus with a positive outlook, one of only three U.S. REITs at that level. They are not a company stretching to fund Brea. They are a company with significant reserves selectively deploying capital into properties they believe in.
Brea Is Not the Test. Phipps Plaza Was.
Simon ran the Life Time Fitness plus premium dining plus apartments formula at Phipps Plaza in Atlanta before bringing it to Brea. Phipps Plaza is a comparable property in a high-income market, and Simon added a Life Time Fitness and Nobu Hotel to its dead anchor space as the first full installation of the concept. By the time construction started at Brea, Simon had operating performance data from Atlanta and enough confidence in the results to commit $1.5 billion nationally to the same template, with Boca Raton, Miami, and other A-rated properties in the pipeline doing variations of the same playbook. Brea is not where they are figuring this out. It is where they are scaling what already worked.
What If Brea Underperforms?
If the Brea apartments lease slowly or Din Tai Fung generates less traffic than projected, Simon adjusts rents, renegotiates tenant terms, and waits. On a $6 billion annual revenue base with $10 billion in liquidity, an underperforming wing of one mall is a line item, not a crisis. They would not walk away from Brea the way they walked from Kennesaw. The properties they surrendered were ones where the underlying real estate had structurally declined. Brea has not declined. Its demographic profile, home values, and proximity to major employment centers are stronger today than they were when Simon first acquired the property.
The more interesting risk at Brea is actually the Life Time Fitness anchor. At 90,000 square feet and memberships in the range of $150 to $200 per month, Life Time requires a dense population of high-income households within its trade area to sustain full enrollment. North OC around Brea has that profile today. But Life Time is a single tenant in a very large box, and if it ever contracts or closes, replacing 90,000 square feet with a single concept is a harder problem than filling smaller multi-tenant retail. Simon is aware of this risk, which is why they have been disciplined about using Life Time only at specific properties where the income demographics clearly justify the membership cost.
The bottom line: Simon spent the past five years cleaning up its balance sheet by surrendering the properties that could not be saved. What remains is a deliberately curated portfolio of high-performing assets, and Brea is one of them. The investment in Brea is not a bet on whether malls survive. It is a bet on whether one specific well-located mall in a high-income market can evolve into something that gives its surrounding community a reason to show up every week rather than every holiday season. That is a different and more defensible thesis than the one that failed at the malls Simon walked away from.
Key Dates and Numbers
| Project / Milestone | Date / Figure |
|---|---|
| Brea RHNA allocation (2021-2029) | 2,365 units |
| Brea 265: City Council approval | July 19, 2022 |
| Brea 265: total units / affordable | 1,100 units / 76 affordable |
| Brea 265: site area / developer | 265 acres / Aera Energy |
| Brea Mall: Sears demolished / redevelopment area | 15.5 acres / Simon Property Group |
| Brea Mall: apartments | 380 units (23 affordable at 65% AMI) |
| Brea Mall: new retail / dining / fitness | 119,000 SF (incl. 90,000 SF Life Time) |
| Brea Mall: first residents expected | 2025-2026 |
| Simon's national mixed-use investment program | $1.5 billion (multiple properties) |
| Brea Plaza Living: City Council approval | April 2025 (120 units) |
| Village at Greenbriar (Lennar): City Council approval | April 2025 (~180 units) |
| Total units in active pipeline across 4 projects | ~1,780 units |
Brea is one of many cities covered on the New Developments in Orange County page. The full pipeline across every city is updated regularly.
