ITEM 7.01 Regulation FD Disclosure
As previously disclosed, beginning on November 1, 2020, CBL & Associates
Properties, Inc. (the "REIT"), CBL & Associates Limited Partnership (the
"Operating Partnership"), the majority owned subsidiary of the REIT
(collectively, the Operating Partnership and the REIT are referred to as the
"Company"), and certain of its direct and indirect subsidiaries filed voluntary
petitions (the "Chapter 11 Cases") under chapter 11 of title 11 of the United
States Code (the "Bankruptcy Code") in the Bankruptcy Court for the Southern
District of Texas (the "Bankruptcy Court"). During the pendency of the Chapter
11 Cases, the Company is operating its business as debtors-in-possession under
the jurisdiction of the Bankruptcy Court and in accordance with the applicable
provisions of the Bankruptcy Code.
Also, as previously disclosed, (i) on April 15, 2021, the Company filed an
amended Chapter 11 plan of reorganization (the "Proposed Plan") and accompanying
disclosure statement (the "Proposed Disclosure Statement") with the Bankruptcy
Court; (ii) on May 18, 2021, the Company filed the second amended Chapter 11
plan of reorganization and accompanying disclosure statement, as further amended
on May 19, 2021; and (iii) on May 25, 2021, the Company filed the third amended
Chapter 11 plan of reorganization (the "Amended Plan") and accompanying
disclosure statement (the "Disclosure Statement"), to implement the
restructuring transactions. Capitalized terms used but not otherwise defined in
this Current Report on Form 8-K have the meanings ascribed to them in the
Amended Plan. In addition, on May 26, 2021, the Bankruptcy Court entered an
order that among other things, approved the Company's Disclosure Statement and
established dates and deadlines related to solicitation of, voting on, and
confirmation of the Amended Plan.
Also, as previously disclosed, on July 19, 2021, the Company filed with the
Bankruptcy Court (i) Notice of Classification of Property-Level Guarantee Claims
(the "Classification Notice"); and (ii) a supplement to the Amended Plan, which
includes certain documents related to the Amended Plan and referenced therein,
including, among other things: the (i) forms of organizational documents of the
Operating Partnership, the REIT, the New Bank Claim Borrower and the New Notes
Issuer, each to become effective on the Effective Date, (ii) form of
Registration Rights Agreement, (iii) schedules of retained causes of action and
rejected contracts, (iv) form of New Notes Indenture, (v) form of New
Convertible Notes Indenture, (vi) form of Collateral Agency and Intercreditor
Agreement Regarding Lien-Sharing Provisions, (vii) term sheet for Exit Credit
Facility, and (viii) term sheet for New Stock Incentive Plan..
Also, as previously disclosed, on July 21, 2021, the Company filed with the
Bankruptcy Court a notice of a further supplement to the Amended Plan, which
included certain documents related to the Amended Plan and referenced therein,
including, among other things: the (i) Restructuring Transaction Steps, (ii)
revised form of New Notes Indenture, (iii) revised form of New Convertible Notes
Indenture and (vi) revised form of Collateral Agency and Intercreditor Agreement
Regarding Lien-Sharing Provisions.
Also, as previously disclosed, on July 23, 2021, the Company filed with the
Bankruptcy Court a notice of a second supplement to the Amended Plan (the
"Second Amended Plan Supplement"), which included certain documents related to
the Second Amended Plan Supplement and referenced therein, including, among
other things: a (i) form of Exit Credit Facility, (ii) revised form of New
Convertible Notes Indenture and (iii) revised form of Collateral Agency and
Intercreditor Agreement Regarding Lien-Sharing Provisions.
Also, as previously disclosed, on August 9, 2021, the Company filed with the
Bankruptcy Court (a) on August 9, 2021, a third amended chapter 11 plan of
reorganization with technical modifications (the "Third Amended Chapter 11 Plan
(with technical modifications)") and (b) on August 10, 2021, a notice of a third
supplement to the Amended Plan (the "Third Amended Plan Supplement"), which
included certain documents related to the Third Amended Plan Supplement and
referenced therein, including, among other things: (i) a revised form of New
Convertible Notes Indenture, (ii) a revised form of New Notes Indenture, and
(iii) certain information regarding members of the New Board, in accordance with
section 1129(a)(5) of the Bankruptcy Code.
Also, as previously disclosed, on August 11, 2021, the Bankruptcy Court entered
an order, Docket No. 1397 (the "Confirmation Order") confirming the Third
Amended Chapter 11 Plan (with technical modifications).
Also, the Company filed with the Bankruptcy Court on October 15, 2021, a notice
of a fourth supplement to the Amended Plan (the "Fourth Amended Plan
Supplement"), which included certain documents related to the Fourth Amended
Plan Supplement and referenced therein, including, among other things: (i) a
revised form of Exit Credit Facility, (ii) a revised form of New Notes Indenture
and (iii) a revised form of New Convertible Notes Indenture.
The Third Amended Chapter 11 Plan (with technical modifications), the Fourth
Amended Plan Supplement, as well as Bankruptcy Court filings and other
information related to the Chapter 11 Cases, are or will be available at a
website administered by the Company's noticing and claims agent, Epiq Corporate
Restructuring, LLC, at https://dm.epiq11.com/case/cblproperties/info.
The foregoing description of the Fourth Amended Plan Supplement does not purport
to be complete and is qualified in its entirety by reference to the full text of
the Notice of Filing of Fourth Amended Plan Supplement, which is filed as
Exhibit 99.1 hereto, and each document attached thereto, which are filed as
Exhibit 99.2 hereto, Exhibit 99.3 hereto and Exhibit 99.4 hereto. Each of
Exhibit 99.1, Exhibit 99.2, Exhibit 99.3 and Exhibit 99.4 is incorporated herein
by reference.
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In accordance with General Instruction B.2 of Form 8-K, the information being
furnished under this Item 7.01 of this Current Report on Form 8-K, including
Exhibit 99.1, Exhibit 99.2, Exhibit 99.3 and Exhibit 99.4, shall not be deemed
to be "filed" for purposes of Section 18 of the Exchange Act or otherwise
subject to the liabilities of that section, nor shall it be deemed incorporated
by reference into any registration statement or other document filed by the
Company under the Securities Act of 1933, as amended, or the Exchange Act,
except as expressly set forth by specific reference in such filing.
This communication contains forward-looking statements, including, in
particular, statements about the terms and the provisions of the Amended Plan
and the contemplated chapter 11 reorganization. These statements are based on
the Company's current assumptions, expectations and projections about future
events. Although the Company believes that the expectations reflected in these
forward-looking statements are reasonable, the Company can give no assurance
that the expectations will prove to be correct.
ITEM 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit
Number Description
99.1 Notice of Filing of Fourth Amended Plan Supplement, dated as of
October 15, 2021
99.2 Form of Exit Credit Facility
99.3 Form of New Notes Indenture
99.4 Form of New Convertible Notes Indenture
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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