Atmosphere converts dark anchor boxes into membership-anchored Phygital Marketplaces: one floor, seven revenue lines, members, positions and programming.

The party that owns the ground is the one party structurally unable to build a multi-line venue from inside its own risk model. Lenders demand credit tenants, REIT metrics reward the identical mix, franchise manuals standardise the architecture. Uniformity is enforced by underwriting, not by a lack of imagination.

So the trade is not rent and it is not equity. It is ground for control plane.

7.5% of gross receipts at the box, across all seven revenue lines, from the first dollar — the same rate at every location.

No rent is paid and no rent is guaranteed. There is no minimum, no floor and no make-good of any kind, and no ceiling either. No equity passes in either direction: the Location does not take a stake in Atmosphere, and Atmosphere does not take a stake in the Location. The entire economic relationship is a percentage of what the floor produces, calculated on one page.

Three things follow. The Location is paid when the floor performs and is never asked to fund it. Atmosphere carries no fixed obligation into its first operating year. And because every executed form is identical, the contracts can be pooled and pledged — which is what makes a net-lease ABS or CTL financing possible against the chain.

Strip a shopping centre's income statement to its primitives and one revenue line matters: minimum rent, plus recoveries that are pass-throughs.

A dark anchor box is not a zero on that statement. It is a cost centre — carry on an unlit shell; co-tenancy leakage as inline tenants cut rent or go dark; lender covenants that turn a leasing problem into a refinancing problem at maturity; and often non-collateral status, where the box belongs to the department store rather than to the centre.

An owner on its own has three answers. Each carries its own scoreboard.

The one-line result, per square foot

Subdividing instead: new rent of roughly $12–20 per sq ft against capex of $135–150, which at a 7% cost of capital runs about $9.94 per sq ft a year — a net near $6, two to four years out, with the leasing risk spread across many small units rather than one. Asking rent, vacancy and re-tenanting cost are VMA illustrations; the Seritage cost proxy and the backfill rent range are the handbook's.

Seven revenue lines on one floor instead of one, and the owner is paid a published share of every one of them.

The figures below are the Atmosphere financial model's year-five run rate for a single box, divided by the box area so they hold at any size. The owner contributes no capital to produce them.

Year-five run rate, realistic case, before any scope-schedule adjustment. Replace the figures with your own — the structure is what has to survive it.

Side by side

7.5% of gross receipts, across all seven lines, at every location.

One rate — not a schedule of rates by line, and not a band by the location's class. A percentage already self-adjusts: the same rate on a stronger box produces a larger number, so a box in a better market is paid more without a separate negotiation.

The rate does not move from location to location. What moves is the base it applies to: the revenue lines the Location has actually enabled by what it brought. A Location that grants no threshold rights has no threshold receipts in its base. That is the whole of the scope schedule, and it is how one published number stays fair across boxes that are not identical.

No minimum, no guarantee, no ceiling. The share runs from the first dollar and holds the same rate at every level of performance.

Locations are not identical. The schedule sets what the Location delivers against what sits in the base — never against what the location is thought to be worth. It is published, and applied the same way everywhere.

Only the shell is a timing adjustment to the rate itself. The three middle items set the base. The last two are gates: without co-tenancy recognition and a ten-year horizon there is nothing to standardise.

The share is a percentage of gross receipts. Never of profit, net operating income, or distributable cash.

This is a REIT constraint, not a drafting preference. Under the REIT gross income tests an amount received that is based on the income or profits of any person is generally not treated as rents from real property, while an amount based on a fixed percentage of receipts or sales is. A Location that is a REIT, or sits under one, cannot take a profit-linked share without putting its 75% test at risk.

Gross receipts are defined in the form as all receipts at the Premises across the seven lines, before expenses, with exclusions limited to taxes collected, refunds and inter-company transfers. Tax counsel confirms the treatment before the first conversation.

There is no guaranteed floor, and none is needed. The Location's downside is not the venue — it is the box as it stands today. A dark box is a cost centre, not a zero: carry on an unlit shell, inline tenants cutting rent or going dark under co-tenancy, and a leasing problem that becomes a refinancing problem at maturity.

Three lines run from the day the anchor goes live, whatever the venue earns:

Field VMA illustration on placeholder venue figures — the structure of the return, not a forecast.

A party paid on gross receipts must be able to verify gross receipts. The form gives the Location a measurement right over its own box, and no governance right over Atmosphere.

• Monthly reporting — RevPAM and gross receipts line by line for its own box.
• Annual independent verification of gross receipts at the box.
• If verification finds an understatement beyond [m]%, Atmosphere pays for the verification and the shortfall with interest.

One Location Ally per box, holding the ground, the threshold and the corridor together.

A single counterparty is what makes one standard form possible. Where those rights sit in different hands, the box falls outside this form.

The chain

Every box sits in its own LLC and is its own independent Location Ally. Where the vehicle bought the box, that entity signs the same form with Atmosphere — a self-lease on standard terms. The financier sees one contract form, whoever is on the other side of it.

Chain entities are LLCs that make no REIT election: rent a REIT receives from a tenant it owns more than 10% of is generally not qualifying rent, and the independent-contractor carve-out does not reach a self-lease. Confirmed with tax counsel before the first acquisition.

One skeleton for every location, whoever holds the ground. Bracketed values are Charter values, identical across every executed form; only Schedule A (premises and rights) and Schedule C (the base) are filled per box.

The structure above is complete. Every number in it is set once at the Charter and then published, never negotiated per location.