ARLINGTON, Va. -- The Mills Corporation (NYSE: MLS) announced today that it has sold a 50% joint-venture interest in Del Amo Fashion Center to JPMorgan Fleming Asset Management, who purchased the interest on behalf of its institutional clients, for approximately $244.5 million, including $158 million

ARLINGTON, Va. -- The Mills Corporation (NYSE: MLS) announced today that it has sold a 50% joint-venture interest in Del Amo Fashion Center to JPMorgan Fleming Asset Management, who purchased the interest on behalf of its institutional clients, for

approximately $244.5 million, including $158 million of allocable joint venture debt. The Mills Corporation will be entitled to a promoted return based upon achieving specified cash flow return hurdles. The Mills Corporation purchased Del Amo Fashion Center for $442 million in June 2003.

The Mills will be the managing member of the joint venture and will receive customary development, leasing and property management fees. The joint venture intends to pursue The Mills' previously announced redevelopment plans for the asset. The Mills Corporation will manage all aspects of the redevelopment process. The demolition of the vacant northeast wing has already commenced. The funds required for the redevelopment will be provided by both Mills and JPMorgan Fleming, on behalf of its institutional clients, in proportion to their ownership interests in the asset.

"JPMorgan Fleming, which has been involved in numerous redevelopment projects, has reviewed our plans and concurs with our vision for a revitalized Del Amo Fashion Center," said Laurence C. Siegel, chairman and chief executive officer of The Mills. "This joint venture represents a powerful endorsement of The Mills' ability to transform full-priced, regional shopping centers into market-dominant properties."

The Mills will retain 75% of the residual operating cash flow of the joint venture after both parties receive a 9% cash return on their invested equity. Proceeds from capital events such as sales and refinancings will be distributed to The Mills and JPMorgan Fleming on a pro rata basis until each member has recovered its capital contributions. After both parties have recovered their capital contributions and minimum return thresholds have been achieved, The Mills Corporation will receive a disproportionate share of the residual proceeds.

"This transaction will enable The Mills Corporation to pull capital out of this asset, while retaining substantial upside in the redevelopment opportunity through the deal's promoted structure," said Mark Ettenger, president of The Mills Corporation. "We look forward to an expanded relationship with JPMorgan Fleming, having closed on the Ontario Mills joint venture earlier this year."

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The Mills will be the managing member of the joint venture and will receive customary development, leasing and property management fees. The joint venture intends to pursue The Mills' previously announced redevelopment plans for the asset. The Mills Corporation will manage all aspects of the redevelopment process. The demolition of the vacant northeast wing has already commenced. The funds required for the redevelopment will be provided by both Mills and JPMorgan Fleming, on behalf of its institutional clients, in proportion to their ownership interests in the asset.

"JPMorgan Fleming, which has been involved in numerous redevelopment projects, has reviewed our plans and concurs with our vision for a revitalized Del Amo Fashion Center," said Laurence C. Siegel, chairman and chief executive officer of The Mills. "This joint venture represents a powerful endorsement of The Mills' ability to transform full-priced, regional shopping centers into market-dominant properties."

The Mills will retain 75% of the residual operating cash flow of the joint venture after both parties receive a 9% cash return on their invested equity. Proceeds from capital events such as sales and refinancings will be distributed to The Mills and JPMorgan Fleming on a pro rata basis until each member has recovered its capital contributions. After both parties have recovered their capital contributions and minimum return thresholds have been achieved, The Mills Corporation will receive a disproportionate share of the residual proceeds.

"This transaction will enable The Mills Corporation to pull capital out of this asset, while retaining substantial upside in the redevelopment opportunity through the deal's promoted structure," said Mark Ettenger, president of The Mills Corporation. "We look forward to an expanded relationship with JPMorgan Fleming, having closed on the Ontario Mills joint venture earlier this year."

"Del Amo Fashion Center fits well with our strategy of owning dominant regional malls. The property already has some of the most productive department stores in Los Angeles County and in-line sales of over $400 per square foot," said Sheryl Crosland, Head of Retail Asset Management, JPMorgan Fleming. "With the revitalization plans, and the development and leasing personnel The Mills has in place for this center, we anticipate that it will become one of the top regional malls on the West Coast."

The Mills Corporation will receive net proceeds of approximately $85 million after transaction costs. The Mills expects to use the proceeds to reduce the balance on its outstanding line of credit and for general corporate purposes.

This is the second joint venture between The Mills and JPMorgan Fleming. In August 2004, JPMorgan Fleming purchased, on behalf of its institutional clients, a joint-venture interest in Ontario Mills. Ontario Mills, located near Los Angeles, is one of California's largest entertainment and outlet malls.

About Del Amo Fashion Center

Located in Torrance, CA., Del Amo Fashion Center is a super regional shopping center with approximately 2.1 million square feet of gross leaseable area, including 785,000 square feet of anchor-owned space. The center, ranked among the three largest mall properties in the U.S. according to the International Council of Shopping Centers, is anchored by Macy's, Macy's Home and Furniture Gallery, Robinson-May, JCPenney and Sears.

The Mills purchased Del Amo Fashion Center in 2003 and received approvals on its plans to revitalize the northeast wing of the property into an open-air lifestyle/entertainment area from the Torrance City Council earlier this year. The revitalization plan includes, a new state-of-the-art AMC movie theatre complex, day spa, wide variety of upscale restaurants and gourmet food market. Upon completion of the redevelopment, the center's gross leaseable area is expected to exceed 2.6 million square feet.

Other significant enhancements planned include a new department store, interior renovations, the addition of two new parking structures, and building an additional access road to improve the ingress and egress of traffic. Additionally, the joint venture is exploring viable uses for a 16-acre land parcel at Del Amo Fashion Center as a part of its overall revitalization strategy.

About The Mills Corporation

The Mills Corporation is a self-managed real estate investment trust (REIT) based in Arlington, Virginia that owns, develops, leases, manages and markets a portfolio of 38 retail and entertainment destinations totaling approximately 47 million square feet. Currently, the Company has six projects under construction or development around the world. The Company's Internet address is www.themills.com.

About JPMorgan Fleming Asset Management

With over $750 billion in global assets under management, JPMorgan Fleming Asset Management offers global reach, local presence, and product leadership in every asset class for defined benefit and defined contribution pension plans, segregated accounts, proprietary and third party mutual funds, and high net worth individuals. Its 30-year history of successful investing and more than 100 real estate professionals who manage both private and public real estate portfolios evidence JPMorgan Fleming's commitment to real estate. JPMorgan Fleming's broad investment capabilities and framework for analyzing opportunities in today's complex real estate markets provides critical insights for its institutional clients. Real estate research at JPMorgan Fleming draws on the work of economists, capital markets researchers, equity analysts, and fixed income specialists with strategic investment decisions being derived from all inputs.

Statements in this press release that are not historical may be deemed forward-looking statements within the meaning of the federal securities laws. Although The Mills Corporation believes the expectations reflected in any forward-looking statements are based on reasonable assumptions, the Company can give no assurance that its expectations will be attained and it is possible that our actual results may differ materially from those indicated by these forward-looking statements due to a variety of risks and uncertainties. The Mills Corporation undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. The reader is directed to the Company's various filings with the Securities and Exchange Commission, including quarterly reports on Form 10-Q, reports on Form 8-K and annual reports on Form 10-K for a discussion of such risks and uncertainties.