CBL CBL and Associates Properties Inc

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

(d)  Pursuant to the recommendation of the Company’s management and effective August 10, 2022, the Board of Directors of CBL & Associates Properties, Inc. (the “Company”) has appointed Jeffrey Kivitz to the Board as an additional director of the Company.  Mr. Kivitz was also appointed to serve as a member of the Company’s Compensation Committee and Nominating/Corporate Governance Committee.

Mr. Kivitz is a Partner with Canyon Partners, LLC (together with its affiliates, “Canyon”).  He is responsible for the firm’s investments in companies across the REIT, technology, software, building products and retail sectors.  Prior to joining Canyon in 2008, Mr. Kivitz worked as a consultant in both the private equity and general consulting practices at Bain & Company, where he acted as an advisor on buyout and corporate strategy.  Mr. Kivitz graduated cum laude from Williams College (B.A., Economics).

In connection with his appointment to the Company’s Board of Directors, Mr. Kivitz agreed with Canyon that he will resign as a director of the Company if he ceases to be employed with Canyon.  Apart from such agreement, there are no arrangements or understandings between Mr. Kivitz and any other persons pursuant to which he was selected as director.

The interests of Canyon Capital Advisors LLC, an affiliate of Canyon, and certain of its related parties, in transactions related to the Company’s voluntary reorganization under Chapter 11 of the United States Bankruptcy Code, and in certain subsequent transactions in the Company’s securities, are described in the proxy statement for the Company’s 2022 Annual Meeting of Shareholders (the “2022 Proxy Statement”) filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 29, 2022 under the headings “ELECTION OF DIRECTORS – Impact of our Voluntary Reorganization Under Chapter 11” and “CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS – Related Person Transactions Pursuant to the Terms of the Chapter 11 Cases and the Plan,” which disclosures are incorporated herein by reference.  Capitalized terms used in this report and not defined are used as defined in the 2022 Proxy Statement.  The Company understands that, as of the date of this report, Canyon Capital Advisors LLC and its related parties (as described in Footnote (3) to the ownership table presented under the heading “Security Ownership of Certain Beneficial Owners and Management in the 2022 Proxy Statement, which information is incorporated herein by reference), beneficially own an aggregate of 8,396,293 shares of the Company’s common stock (representing approximately 26.4% of the Company’s total outstanding shares).  Subsequent to the date of the 2022 Proxy Statement and effective as of June 7, 2022, the Company redeemed all of its outstanding 10% Senior Secured Notes due 2029, which resulted in aggregate cash payments of $79,399,768 to Canyon Capital Advisors LLC and its related parties (as described in the 2022 Proxy Statement) related to their pro rata share of the Senior Secured Notes that were redeemed.  

As Partner of Canyon, Mr. Kivitz has an indirect interest in the above-described transactions, which could be deemed to be material as contemplated by Item 404(a) of SEC Regulation S-K.  As a partner of Canyon, Mr. Kivitz receives a portion of amounts received by Canyon related to the management and increase in value of certain of the funds and accounts advised by Canyon whose portfolios include an investment in the Company.

Mr. Kivitz will be compensated for his services as a director in accordance with the Company’s standard compensation arrangements for non-employee directors as disclosed in the 2022 Proxy Statement.  In connection with his election as director, the Company expects to enter into customary indemnification agreements with Mr. Kivitz substantially identical to the Company’s indemnification agreements with each of its other independent directors.