Michael Ashner and Carolyn Tiffany Join the CBL
Board of Directors
CBL Properties (NYSE:CBL) today announced it has entered into an
agreement with Exeter Capital Investors, L.P. and certain of its
affiliates (“Exeter”), which own 5.97% of the Company’s common
As part of the Company’s ongoing commitment to board
refreshment, and following constructive discussions between CBL and
Exeter, Michael Ashner and Carolyn Tiffany have been appointed to
CBL’s Board of Directors, effective November 1, 2019. With these
additions, the CBL Board now comprises nine directors, seven of
whom are independent.
“We welcome Michael and Carolyn to CBL’s Board as independent
directors,” said Stephen D. Lebovitz, CEO of CBL Properties. “Both
Michael and Carolyn bring extensive real estate, financing and
public company board experience to CBL. We look forward to their
contributions as we execute on our strategic priorities of
strengthening our balance sheet, preserving free cash flow and
reducing leverage as well as solidifying the long-term market
dominance of our assets by completing transformative
As part of the agreement, CBL’s Board established a new Capital
Allocation Committee comprising three Board members: Mr. Lebovitz,
independent CBL director Richard Lieb, and Mr. Ashner, who will
serve as committee chair. As an advisory committee to the full
Board, the Capital Allocation Committee will review the Company’s
financial strategies, capital allocation plans and other matters
related to its capital structure. Mr. Ashner also joined the
Board’s Executive Committee. Ms. Tiffany was appointed to the
Board’s Audit and Compensation Committees.
Under the terms of the agreement, Exeter has agreed to certain
standstill and voting commitments through the 2020 Annual Meeting
or for as long as Mr. Ashner remains on the CBL Board.
Mr. Ashner, President of Exeter, said, “I look forward to
working with the CBL Board and management team to unlock value for
all CBL shareholders. I invested in the common shares of CBL
because I believe they are deeply undervalued and have significant
potential for growth and long-term value creation for all
Goldman Sachs & Co. LLC served as financial advisor to CBL
with Wells Fargo Securities, LLC providing additional advice.
Kirkland & Ellis LLP served as CBL’s legal counsel. Meltzer,
Lippe, Goldstein & Breitstone, LLP and Olshan Frome Wolosky
LLP, served as legal counsel to Exeter.
The complete agreement between the Company and Exeter will be
included in a Form 8-K to be filed with the United States
Securities and Exchange Commission.
About Michael Ashner and Exeter Capital
Mr. Ashner has over 40 years of experience owning and operating
real estate companies, many of which were NYSE listed. Most
recently Mr. Ashner served as the Chairman and Chief Executive
Officer of Winthrop Realty Trust, a NYSE-listed real estate
investment trust. Winthrop Realty Trust held a portfolio of
approximately $2.4 billion of real estate and real estate related
assets. In addition, Mr. Ashner has served as the Chairman and
Chief Executive Officer of Winthrop Realty Partners, L.P., a
vertically integrated real estate firm, since 1996.
Mr. Ashner served as Director and Chief Executive Officer of
Shelbourne Properties, a group of three publicly traded real estate
investment trusts, from 2002 until their liquidation in 2004. In
addition, he was the Chairman and CEO of Newkirk Realty Trust, a
NYSE-listed real estate investment trust, from its formation
through its merger with Lexington Realty Trust in January 2007.
Thereafter, he served as Executive Chairman of Lexington Realty
Trust following its merger with Newkirk Realty Trust from 2007
Exeter Capital is a single purpose entity formed by Michael
Ashner to acquire common shares in CBL.
About Carolyn Tiffany
Carolyn Tiffany has been active in commercial real estate
investment, operations and management for over 25 years. Ms.
Tiffany was a member of the Board of Trustees and President of
Winthrop Realty Trust from 2009 until her retirement in June 2017
and currently serves as a trustee to its successor, Winthrop Realty
From February 2007 through March 2008, Ms. Tiffany served as a
principal and the Chief Operating Officer for High Street Realty
Company, LLC, a private equity real estate firm specializing in
institutional quality industrial assets.
Ms. Tiffany served as the Chief Operating Officer of Winthrop
Financial Associates from 1996 to 2006 as well as Chief Operating
Officer and Secretary of Newkirk Realty Trust Inc. Prior to joining
Winthrop in 1992, Ms. Tiffany was a certified public accountant
with the firm Kenneth Leventhal & Co., a nationally recognized
accounting firm specializing in real estate. In 1995 Kenneth
Leventhal & Co. joined with E&Y to form the E&Y Kenneth
Leventhal Real Estate Group.
About CBL Properties
Headquartered in Chattanooga, TN, CBL Properties owns and
manages a national portfolio of market-dominant properties located
in dynamic and growing communities. CBL’s portfolio is comprised of
108 properties totaling 68.2 million square feet across 26 states,
including 68 high-quality enclosed, outlet and open-air retail
centers and 9 properties managed for third parties. CBL
continuously strengthens its company and portfolio through active
management, aggressive leasing and profitable reinvestment in its
properties. For more information visit cblproperties.com.
Information included herein contains "forward-looking
statements" within the meaning of the federal securities laws. Such
statements are inherently subject to risks and uncertainties, many
of which cannot be predicted with accuracy and some of which might
not even be anticipated. Future events and actual events, financial
and otherwise, may differ materially from the events and results
discussed in the forward-looking statements. The reader is directed
to the Company’s various filings with the Securities and Exchange
Commission, including without limitation the Company’s Annual
Report on Form 10-K and the "Management’s Discussion and Analysis
of Financial Condition and Results of Operations" included therein,
for a discussion of such risks and uncertainties.
version on businesswire.com: https://www.businesswire.com/news/home/20191101005160/en/
Investor Contact: Katie Reinsmidt, Executive Vice President
& Chief Investment Officer, 423.490.8301,
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