CBL CBL and Associates Properties Inc

ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e)As previously reported, effective August 18, 2020, CBL & Associates Properties, Inc. (herein the “Company” or “CBL”) entered into Executive Employment Agreements with certain executive officers, including four of the five individuals who current qualify as Named Executive Officers of the Company (“NEOs”) pursuant to Securities and Exchange Commission (“SEC”) rules (Stephen D. Lebovitz, Chief Executive Officer; Farzana Khaleel, Executive Vice President – Chief Financial Officer; Michael I. Lebovitz, President; and Jeffery V. Curry, Chief Legal Officer and Secretary).  The Company did not enter into an Executive Employment Agreement with Chairman of the Board Charles B. Lebovitz.  As reported in the Company’s Current Report on Form 8-K filed August 19, 2020 (the “8-19-2020 Form 8-K”), these Executive Employment Agreements were entered into, and approved by the Compensation Committee of the Company’s Board of Directors after extensive consultation and review by the Company’s compensation consultant, FPL Associates (“FPL”), and legal advisors, in conjunction with entering into an initial Restructuring Support Agreement (“RSA”) with certain beneficial owners and/or investment advisors or managers of discretionary funds, accounts or other entities for the holders of beneficial owners (the “Consenting Noteholders”) in excess of 57% of the aggregate principal amount of the 5.25% senior unsecured notes due 2023 (the “2023 Notes”), the 4.60% senior unsecured notes due 2024 (the “2024 Notes”) and the 5.95% senior unsecured notes due 2026 (the “2026 Notes,” together with the 2023 Notes and 2024 Notes, the “Notes”) issued by CBL & Associates Limited Partnership (the Company’s “Operating Partnership”).

As reported in the Company’s Form 8-K filed with the SEC on March 22, 2021, effective as of March 21, 2021, the Company and the Operating Partnership entered into an Amended RSA with an expanded group of Consenting Noteholders (holding in excess of 69% (including joinders) of the aggregate principal amount of the Notes), and certain lenders party to the Operating Partnership’s secured credit facility who hold in the aggregate in excess of 96% (including joinders) of the aggregate outstanding principal amount of debt under the secured credit facility (the “Consenting Bank Lenders” and together with the Consenting Noteholders, the “Consenting Stakeholders”).

Amended and Restated Executive Employment Agreements

In conjunction with receipt of the approval of the Consenting Noteholders, and pursuant to prior approval of the Company’s Compensation Committee, the Company has entered into Amended and Restated Executive Employment Agreements, dated as of May 21, 2021, with the same four executives who were parties to the original Executive Employment Agreements described in the 8-19-2020 Form 8-K.  The terms of these Amended and Restated Executive Employment Agreements provide that they shall be conditioned on, and will not be effective or binding on the parties until, the occurrence of the effective date of the Amended Joint Chapter 11 Plan of CBL & Associates Properties, Inc. and its Affiliated Debtors, dated April 15, 2021 [Docket No. 370], as may be amended, supplemented, or modified from time to time, filed in the Company’s chapter 11 cases, Case No. 20-35226, currently pending before the United States Bankruptcy Court for the Southern District of Texas, pursuant to which the original Executive Employment Agreements are assumed to have been amended by these Amended and Restated Executive Employment Agreements.  (Documents filed on the docket of and other information related to the Company’s Chapter 11 cases are available free of charge online at https://dm.epiq11.com/case/cblproperties/dockets.)

Apart from certain clean-up changes that conform to the facts as of their effective date (including the fact that the executives previously received their Retention Bonuses payable pursuant to the Company’s Key Employee Retention Plan (“KERP”), as disclosed in the Company’s Form 8-K filed with the SEC on November 2, 2020), the material terms of the Amended and Restated Executive Employment Agreements remain the same as those of the original Executive Employment Agreements, as disclosed in the 8-19-2020 Form 8-K, except as follows:

Second Amended and Restated Retention Bonus Agreements

In connection with the execution of the Amended and Restated Executive Employment Agreements described above, and pursuant to the approval of the Consenting Noteholders and the prior approval of the Company’s Compensation Committee, the Company also approved the following additional changes to the terms of the KERP, as previously approved and described in the 8-19-2020 Form 8-K and in the Company’s Current Report on Form 8-K filed November 2, 2020 (the “11-2-2020 Form 8-K”) with regard to all five of the Company’s NEOs, with such changes being documented in Second Amended and Restated Retention Bonus Agreements, dated as of May 21, 2021, with such officers:

Apart from the changes described above, the material terms of the Second Amended and Restated Retention Bonus Agreements remain the same as those of the original Retention Bonus Agreements disclosed in the 8-19-2020 Form 8-K, as amended by the Amended and Restated Retention Bonus Agreements disclosed in the 11-2-2020 Form 8-K.

The foregoing summary descriptions of (i) the Amended and Restated Executive Employment Agreements and (ii) the Second Amended and Restated Retention Bonus Agreements are not complete, and are qualified in their entirety by reference to the full text of the forms of such agreements which are filed as exhibits to this report.