05/16/2026
Demolishing this dead Southern California mall makes way for rare development opportunity
Shopoff Realty converts 80 acres into a new Orange County neighborhood
Once the world’s largest goldfish farm and later an enclosed mall, an Orange County site is being reshaped once again — this time into an 83-acre neighborhood with thousands of homes for sale and rent.
That transformation kicked into higher gear this month when Shopoff Realty Investments demolished the 52‑year‑old Westminster Mall in Westminster, California, clearing the way for Bolsa Pacific, a redevelopment planned with 2,250 homes and apartments, about 210,000 square feet of retail, a 120‑room hotel and roughly 15 acres of open space.
The redevelopment underscores a broader shift in Orange County’s built‑out real estate market. With little undeveloped land left to pursue, developers are increasingly recycling aging retail centers into housing‑heavy mixed‑use districts, rather than searching for greenfield sites that largely no longer exist, said Bill Shopoff, president and chief executive of Irvine, California-based Shopoff Realty Investments.
That pressure is compounded by Orange County’s persistent housing shortage. The county remains one of the nation’s most expensive housing markets, driven by extremely low apartment vacancy and a notoriously slow construction pipeline fueled by high land costs and tough approvals. Only about 2,800 units, or roughly 1.1% of the county’s apartment stock, are under construction as of mid‑2026, according to CoStar data. That's an unusually slim pipeline compared with most U.S. markets.
A rendering of Bolsa Pacific, which will replace a sprawling mall surrounded by asphalt with thousands of homes clustered around retail and green space. (AO)
A rendering of Bolsa Pacific, which will replace a sprawling mall surrounded by asphalt with thousands of homes clustered around retail and green space. (AO)
“If we don’t provide housing across all spectrums in Orange County, our children are going to move to Arizona and Texas for their piece of the American dream,” Shopoff told CoStar News. “My dream is a life cycle where someone moves from affordable rent to a market unit and someday buys a house.”
Shopoff's strategy reflects a widening divide among mall owners confronting retail obsolescence across the nation. Some are spending heavily to reposition viable centers with open‑air upgrades, while others are choosing to tear down struggling malls entirely and rebuild them as housing‑focused mixed‑use districts.
Not all malls, however, are positioned to benefit from reinvestment. Aging properties in weaker locations, such as Westminster Mall, are increasingly being removed and replaced with housing‑led developments, while others near retail powerhouses like South Coast Plaza elsewhere in the county are blending residential and limited retail into repositioning efforts.
The Oaks mall sits in the affluent Los Angeles suburb of Thousand Oaks. (CoStar)
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An evolving site
Westminster Mall was opened in the mid‑1970s by Sears‑linked Homart Development as an enclosed shopping center anchored by Sears, May Co. and Buffum’s and surrounded by vast surface parking. Over time, the roughly 1.2‑million‑square‑foot, two‑level mall cycled through anchor tenants including Robinsons‑May, Macy’s, JCPenney and Target as traditional mall retail waned.
Shopoff, known for acquiring and repositioning distressed retail properties like its redevelopment of the Sunrise Village shopping center in Fullerton into the 113‑home Pines at Fullerton project, entered the Westminster Mall picture in mid‑2022 by targeting the mall’s underperforming anchor sites.
In July 2022, the firm bought the vacant former Sears building and its 14.1‑acre parcel from Seritage Growth Properties for about $46 million, giving Shopoff its first foothold at the site.
The existing Target store at Westminster Mall will be relocated while the site is redeveloped into Bolsa Pacific. (CoStar)
The existing Target store at Westminster Mall will be relocated while the site is redeveloped into Bolsa Pacific. (CoStar)
That was followed a month later by the acquisition of the 11.9‑acre Macy’s parcel for roughly $49 million through a sale‑leaseback. Together, the Sears and Macy’s deals gave Shopoff control of roughly 26 acres, while Washington Prime Group retained ownership of the mall’s interior corridors and remaining outparcels.
With only partial control, Shopoff initially pursued a limited redevelopment. In 2023, the firm proposed more than 1,100 homes alongside retail and a hotel. While that proposal may have moved forward on its own, Shopoff said securing control of the rest of the site would allow a more cohesive development.
Meanwhile, the mall itself continued to decline. Macy’s closed in early 2025, followed by JCPenney later that year, and the enclosed mall shut down entirely in October 2025, leaving Target as the site’s only operating anchor.
The final piece fell into place early this year, when Shopoff acquired the remaining 57.5 acres from Washington Prime Group for about $144 million. The four‑year assembly effort gave Shopoff full control of the property and allowed the redevelopment to expand to roughly 2,250 homes, a hotel, retail space and large public open areas. Demolition began shortly afterward.
Building a new neighborhood
With site control secured, design ambitions widened.
The scale of the property allowed designers to move beyond parcel‑level redevelopment and instead plan an entire neighborhood, according to Ioanna Magiati, a partner with architecture firm AO, which oversaw design and master planning for much of the project.
The plan includes market‑rate and affordable apartments, 854 townhouses for sale, retail and hotel uses organized around plazas, paseos and pocket parks designed to connect denser areas with surrounding residential neighborhoods. The goal, Magiati said, was to build something that could evolve over decades rather than simply replace a struggling mall.
“When you have a property like Westminster Mall, which is more than 80 acres, it’s the biggest opportunity but also the biggest risk,” Magiati told CoStar News. “If you do a poor job, this is a community that will be here for generations.”
To manage that scale, the project centers on an “urban core” where activity is concentrated, including a Target store, the hotel, higher-density housing and a large open plaza. The project transitions to lower-density townhomes "as you move outward," Magiati said.
Construction will roll out in phases to keep the site functional. The first phase is expected to include homes, one apartment site and a hotel pad built around the existing Target, which will remain open during early construction. Target is later expected to relocate to a new store on the site, allowing additional apartments, affordable housing and retail to follow.
Shopoff aims to deliver lots to a homebuilder in early 2027, with model homes opening in late 2027 or early 2028. Full build‑out could extend into the early 2030s depending on market conditions.
Regional mall makeovers
The redevelopment comes as mall owners across Orange County and Southern California pursue divergent strategies to keep aging retail relevant, ranging from major capital reinvestments to full demolitions that make way for housing‑heavy mixed‑use projects.
A 50,000-square-foot lifestyle addition at Simon's The Shops at Mission Viejo in South Orange, California, is designed to house Arhaus and Uniqlo stores. (Simon Property Group)
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In stronger retail submarkets, Simon Property Group is investing millions to upgrade enclosed malls. The company is redeveloping portions of The Shops at Mission Viejo and Brea Mall, betting that reconfigured open‑air environments can keep well‑located centers competitive.
At the Mission Viejo property, Simon plans a roughly 50,000‑square‑foot outdoor lifestyle village with retailers such as Arhaus and Uniqlo alongside restaurants including North Italia and Pacific Catch. At Brea Mall, Simon is converting a former Sears store and adjacent parking lots into a walkable outdoor district with dining, fitness and fashion uses.
Those investments are supported by tight retail fundamentals. Orange County retail availability fell to 3.9% in mid‑2025 — one of the lowest rates in the nation — according to CoStar data, while new supply remains limited. Open‑air projects such as River Street Marketplace in San Juan Capistrano have leased quickly, increasing pressure on older centers.
source: CoStar
