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, on March 21, 2021, the Company entered into the
First Amended and Restated Restructuring Support Agreement (the "Amended RSA"),
with certain beneficial owners and/or investment advisors or managers of
discretionary funds, accounts or other entities for the holders or beneficial
owners in excess of 69.5% of the aggregate principal amount of the Operating
Partnership's 5.25% senior unsecured notes due 2023, 4.60% senior unsecured
notes due 2024 and 5.95% senior unsecured notes due 2026 and certain lenders
party to the Company's Credit Agreement, dated as of January 30, 2019 (the "Bank
Credit Agreement") who hold in the aggregate in excess of 96.6% of the aggregate
outstanding principal amount of debt under the Bank Credit Agreement.
Capitalized terms used but not otherwise defined in this Current Report on Form
8-K have the meanings given to them in the Amended RSA or the plan term sheet
attached as Exhibit B to the Amended RSA, as applicable.
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 to implement the
Restructuring Transactions. Copies of the Proposed Plan and the Proposed
Disclosure Statement are attached as Exhibit 99.1 and 99.2, respectively, to
this Current Report on Form 8-K and are incorporated herein by reference. The
Company intends to seek the Bankruptcy Court's approval of the Proposed
Disclosure Statement and confirmation of the Proposed Plan. There can be no
assurances that the Company will obtain the Bankruptcy Court's approval of the
Proposed Disclosure Statement and/or confirmation of the Proposed Plan, or that
if the Proposed Plan is approved, that the reorganization of the Company will be
successfully implemented as contemplated by the Proposed Plan. This Current
Report on Form 8-K is not a solicitation of votes to accept or reject the
Proposed Plan or an offer to sell or exchange securities of the Company. Any
solicitation of votes or offer to sell or exchange or solicitation of an offer
to buy or exchange any securities of the Company will be made only pursuant to
and in accordance with the Proposed Disclosure Statement following approval by
the Bankruptcy Court. The Proposed Disclosure Statement does not constitute
legal, business, financial or tax advice.
The information disclosed in this Item 7.01, including Exhibits 99.1 and 99.2,
is being furnished and shall not be deemed "filed" for purposes of Section 18 of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or
otherwise subject to the liabilities of that Section, nor shall it be deemed
incorporated by reference in any filing under the Securities Act of 1933, as
amended, or the Exchange Act, regardless of any general incorporation language
in such a filing.
This communication contains forward-looking statements, including, in
particular, statements about the terms and the provisions of the Proposed 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.
ITEM 9.01 Financial Statements and Exhibits
(a) Financial Statements of Businesses Acquired
Not applicable
(b) Pro Forma Financial Information
Not applicable
(c) Shell Company Transactions
Not applicable
(d) Exhibits
Exhibit
Number Description
99.1 Proposed Amended Chapter 11 Plan of Reorganization, dated as of April
15, 2021.
99.2 Proposed Disclosure Statement, dated as of April 15, 2021.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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