Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
The information required in the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
CUSIP No. 124830878
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Page 2 of 11
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1.
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Name of Reporting Person: Cetus Capital VI, L.P.
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2.
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Check the Appropriate Box if a Member of a Group
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(a) o
(b) x
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization: Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5.
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Sole Voting Power: 632,210
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6.
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Shared Voting Power: 0
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7.
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Sole Dispositive Power: 632,210
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8.
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Shared Dispositive Power: 0
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9.
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Aggregate Amount Beneficially Owned by
Each Reporting Person: 632,210
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10.
|
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o
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11.
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Percent of Class Represented by Amount
in Row (9): 3.16%(1)
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12.
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Type of Reporting Person (See Instructions): PN
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|
|
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(1) Based on 20,000,000 shares of the Issuer’s common stock
outstanding as of November 1, 2021, as reported in the Current Report on Form 8-K filed by the Issuer on November 2, 2021.
CUSIP No. 124830878
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Page 3 of 11
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1.
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Name of Reporting Person: Littlejohn Opportunities Master Fund LP
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2.
|
Check the Appropriate Box if a Member of a Group
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(a) o
(b) x
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3.
|
SEC Use Only
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4.
|
Citizenship or Place of
Organization: Cayman Islands
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5.
|
Sole Voting Power: 112,490
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6.
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Shared Voting Power: 0
|
7.
|
Sole Dispositive Power: 112,490
|
8.
|
Shared Dispositive Power: 0
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9.
|
Aggregate Amount Beneficially Owned by
Each Reporting Person: 112,490
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10.
|
Check Box if the
Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
o
|
11.
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Percent of Class Represented by Amount in Row (9): 0.56%(1)
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12.
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Type of Reporting Person (See Instructions): PN
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|
|
|
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(1) Based on 20,000,000 shares of the Issuer’s common stock
outstanding as of November 1, 2021, as reported in the Current Report on Form 8-K filed by the Issuer on November 2, 2021.
CUSIP No. 124830878
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Page 4 of 11
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1.
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Name of Reporting Person: OFM II, L.P.
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2.
|
Check the Appropriate Box if a Member of a Group
|
(a) o
(b) x
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3.
|
SEC Use Only
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4.
|
Citizenship or Place of Organization: Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5.
|
Sole Voting Power: 741,911
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6.
|
Shared Voting Power: 0
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7.
|
Sole Dispositive Power: 741,911
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8.
|
Shared Dispositive Power: 0
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9.
|
Aggregate Amount Beneficially Owned by
Each Reporting Person: 741,911
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10.
|
Check Box if the
Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
o
|
11.
|
Percent of Class Represented by Amount
in Row (9): 3.71%(1)
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12.
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Type of Reporting Person (See Instructions): PN
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|
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|
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(1) Based on 20,000,000 shares of the Issuer’s common stock
outstanding as of November 1, 2021, as reported in the Current Report on Form 8-K filed by the Issuer on November 2, 2021.
CUSIP No. 124830878
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Page 5 of 11
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1.
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Name of Reporting Person: VSS Fund, LP
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2.
|
Check the Appropriate Box if a Member of a Group
|
(a) o
(b) x
|
3.
|
SEC Use Only
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4.
|
Citizenship or Place of Organization: Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5.
|
Sole Voting Power: 20,721
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6.
|
Shared Voting Power: 0
|
7.
|
Sole Dispositive Power: 20,721
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8.
|
Shared Dispositive Power: 0
|
9.
|
Aggregate Amount Beneficially Owned by
Each Reporting Person: 20,721
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10.
|
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o
|
11.
|
Percent of Class Represented by Amount
in Row (9): 0.10%(1)
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12.
|
Type of Reporting Person (See Instructions): PN
|
|
|
|
|
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(1) Based on 20,000,000 shares of the Issuer’s common stock
outstanding as of November 1, 2021, as reported in the Current Report on Form 8-K filed by the Issuer on November 2, 2021.
CUSIP No. 124830878
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Page 6 of 11
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Item 1(a).
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Name of Issuer:
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CBL & Associates Properties, Inc. (the
“Issuer”)
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Item 1(b).
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Address of Issuer’s Principal Executive Offices:
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2030 Hamilton Place Blvd., Suite 500
Chattanooga, TN 37421-6000
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Item 2(a).
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Name of Person(s) Filing:
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This statement is filed by the entities listed below, all of
whom together are referred to herein as the “Reporting Persons”.
(i) Cetus Capital VI, L.P., a Delaware limited partnership,
whose general partner is Littlejohn Associates VI, L.P., a Delaware limited partnership.
(ii) Littlejohn Opportunities Master Fund LP, a Cayman
Islands limited partnership, whose general partner is Littlejohn Opportunities GP LLC, a Delaware limited liability company.
(iii) OFM II, L.P., a Delaware limited partnership, whose
general partner is Littlejohn Opportunities GP II, LLC, a Delaware limited liability company.
(iv) VSS Fund, L.P., a Delaware limited partnership, whose
general partner is Littlejohn Opportunities GP LLC, a Delaware limited liability company.
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Item 2(b).
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Address of Principal Business Office or, if none, Residence:
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The address of the principal business office of each of the
Reporting Persons is 8 Sound Shore Drive, Suite 303, Greenwich, CT 06830.
See Item 4 of each cover page.
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Item 2(d).
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Title of Class of Securities:
|
See the cover page of this filing.
124830878.
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Item 3.
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If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing
is a:
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Not applicable.
CUSIP No. 124830878
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Page 7 of 11
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(a)
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Amount
beneficially owned:
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See Item 9 of each cover page.
See Item 11 of each cover page.
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(c)
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Number of shares as to which the person has:
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(i) Sole
power to vote or to direct the vote:
See Item 5 of each cover page.
(ii) Shared
power to vote or to direct the vote:
See Item 6 of each cover page.
(iii) Sole
power to dispose or to direct the disposition of:
See Item 7 of each cover page.
(iv) Shared
power to dispose or to direct the disposition of:
See Item 8 of each cover page.
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Item 5.
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Ownership of
Five Percent or Less of a Class.
|
If the statement is being filed to report the fact that as
of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check
the following ¨.
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Item 6.
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Ownership of More than Five Percent on Behalf of Another
Person.
|
Not applicable.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company
or Control Person.
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Not applicable.
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Item 8.
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Identification and Classification of Members of the
Group.
|
Not applicable.
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Item 9.
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Notice of Dissolution of Group.
|
Not applicable.
CUSIP No. 124830878
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Page 8 of 11
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By signing below, I certify that, to the best of my knowledge
and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing
the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction
having that purpose or effect.
CUSIP No. 124830878
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Page 9 of 11
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SIGNATURES
After reasonable inquiry and
to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and
correct.
Dated: November 10, 2021
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Cetus Capital VI, L.P.
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By: Littlejohn Associates VI, L.P., its general partner
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Name:
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/s/ Robert E. Davis
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By:
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Robert E. Davis, Manager
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Dated: November 10, 2021
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Littlejohn Opportunities Master Fund LP
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|
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By: Littlejohn Opportunities GP LLC, its general partner
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|
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Name:
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/s/ Robert E. Davis
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By:
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Robert E. Davis, authorized signatory
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Dated: November 10, 2021
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OFM II, LP
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|
|
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By: Littlejohn Opportunities GP II, LLC, its general partner
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|
|
|
|
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Name:
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/s/ Robert E. Davis
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By:
|
Robert E. Davis, authorized signatory
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Dated: November 10, 2021
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VSS Fund, L.P.
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|
|
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By: Littlejohn Opportunities GP LLC, its general partner
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|
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|
|
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Name:
|
/s/ Robert E. Davis
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By:
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Robert E. Davis, authorized signatory
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CUSIP No. 124830878
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Page 10 of 11
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EXHIBIT INDEX
Exhibit
Exhibit A:
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Joint Filing Agreement.
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CUSIP No. 124830878
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Page 11
of 11
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EXHIBIT A
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange
Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including
any and all amendments thereto) with respect to the Common Stock, $0.001 par value per share, of CBL & Associates Properties, Inc.,
and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings. The undersigned further
agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and any amendments thereto, and for
the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible
for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that
such information is inaccurate. This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on
each counterpart were upon the same instrument.
IN WITNESS WHEREOF, the undersigned have executed
this Agreement as of November 10, 2021.
Dated: November 10, 2021
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Cetus Capital VI, L.P.
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By: Littlejohn Associates VI, L.P., its general partner
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|
|
|
|
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Name:
|
/s/ Robert E. Davis
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By:
|
Robert E. Davis, Manager
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Dated: November 10, 2021
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Littlejohn Opportunities Master Fund LP
|
|
|
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By: Littlejohn Opportunities GP LLC, its general partner
|
|
|
|
|
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Name:
|
/s/ Robert E. Davis
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By:
|
Robert E. Davis, authorized signatory
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Dated: November 10, 2021
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OFM II, LP
|
|
|
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By: Littlejohn Opportunities GP II, LLC, its general partner
|
|
|
|
|
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Name:
|
/s/ Robert E. Davis
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By:
|
Robert E. Davis, authorized signatory
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Dated: November 10, 2021
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VSS Fund, L.P.
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|
|
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By: Littlejohn Opportunities GP LLC, its general partner
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|
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|
|
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Name:
|
/s/ Robert E. Davis
|
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By:
|
Robert E. Davis, authorized signatory
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