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 conformation 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..
On July 21, 2021, the Company filed with the Bankruptcy Court a notice of a further supplement to the Amended Plan (the “Amended Plan Supplement”), which includes 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.
The 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 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 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, Exhibit 99.4 hereto and Exhibit 99.5 hereto. Each of Exhibit 99.1, Exhibit 99.2, Exhibit 99.3, Exhibit 99.4 and Exhibit 99.5 is incorporated herein by reference.
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, Exhibit 99.4 and Exhibit 99.5, 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.