(State or Other Jurisdiction of Incorporation or Organization) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Title of each Class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
ITEM 7.01 |
Regulation FD Disclosure |
ITEM 8.01 |
Other Events |
• |
Each holder of an Allowed Bank Lender Secured Claim will receive such holder’s Pro Rata share of the Bank Lender Secured Claim Exit Credit Facility Distribution. |
• |
Each holder of an Allowed Consenting Crossholder Secured claim will receive such holder’s Pro Rata share of the Consenting Crossholder Secured Claims Recovery Pool. |
• |
Each holder of an Allowed Bank Lender Deficiency Claim will receive (i) its Pro Rata share of the Bank Lender Deficiency Claim Exit Credit Facility Distribution and (ii) solely in the event that the |
Bankruptcy Court determines that the holders of Bank Lender Deficiency Claims are entitled to an additional recovery to confirm the Plan, its Pro Rata share of the Bank Lender Deficiency Claims Equity Distribution, subject to dilution by the Warrants, the Management Incentive Plan and subsequent issuances of common equity (including securities or instruments convertible into common equity) by the REIT from time to time after the Effective Date. |
• |
Each holder of an Allowed Consenting Crossholder Deficiency Claim will receive its Pro Rata share of the Consenting Crossholder Deficiency Claims Recovery Pool, which shall be subject to dilution by the Warrants, the Management Incentive Plan and subsequent issuances of common equity (including securities or instruments convertible into common equity) by the REIT from time to time after the Effective Date. |
• |
Except to the extent that a holder of a Senior Unsecured Notes Claim exercises the Senior Unsecured Notes Claim Election, each holder of an Allowed Senior Unsecured Notes Claim will receive its Pro Rata share of: (i) the Senior Unsecured Notes New Preferred Stock Distribution; and (ii) the Senior Unsecured Notes Claim New Common Stock Distribution, subject to dilution by the Warrants, the Management Incentive Plan and subsequent issuances of common equity (including securities or instruments convertible into common equity) by the REIT from time to time after the Effective Date. |
• |
Each holder of an Allowed Ongoing Trade Claim will receive, at the Debtors’ election (with the consent of the Required Consenting Noteholders, such consent not to be unreasonably withheld), either: (i) payment in full in Cash; (ii) payment in the ordinary course of business as if the Chapter 11 Cases had never been commenced; or (iii) such other treatment rendering such holder’s Allowed Ongoing Trade Claim Unimpaired. |
• |
Each holder of an Allowed General Unsecured Claim will receive a recovery to be determined. |
• |
If each of Class 12, 13, and 14 is an Accepting Class, at the election of the Debtors with the reasonable consent of the Required Consenting Noteholders, each holder of an Existing LP Common Unit, will either (i) receive its Pro Rata share of (y) the New LP Units and (z) a to be determined percentage of the Warrants or (ii) be deemed to have converted or redeemed, as applicable, such holder’s Existing LP Common Units, effective the day prior to the Distribution Record Date, in exchange for Existing REIT Common Stock on terms consistent with the applicable prepetition agreements for the Existing LP Common Units, thereby receiving such treatment as if such holder owned Existing REIT Common Stock on the Distribution Record Date. |
• |
If each of Class 12, 13, and 14 is an Accepting Class, each holder of Allowed Existing REIT Preferred Stock will receive its Pro Rata share of (i) a to be determined percentage of the New Common Stock and (ii) a to be determined percentage of the Warrants, each subject to dilution by the Warrants, the Management Incentive Plan and subsequent issuances of common equity (including securities or instruments convertible into common equity) by the REIT from time to time after the Effective Date. |
• |
If each of Class 12, 13, and 14 is an Accepting Class, each holder of Allowed Existing REIT Common Stock will receive its Pro Rata share of (i) a to be determined percentage of the New Common Stock and (ii) a to be determined percentage of the Warrants, each subject to dilution by the Warrants, the Management Incentive Plan and subsequent issuances of common equity (including securities or instruments convertible into common equity) by the REIT from time to time after the Effective Date. |
• |
The percentage of New Common Stock to be issued to the holders of Allowed Existing REIT Preferred Stock, holders of Allowed Existing LP Common Units, and holders of Allowed Existing REIT Common Stock shall total 10% in the aggregate, subject to dilution by the Warrants, the Management Incentive Plan and subsequent issuances of common equity (including securities or instruments convertible into common equity) by the REIT from time to time after the Effective Date. The Operating Partnership shall determine equity splits in consultation with the Required Consenting Noteholders. |
ITEM 9.01 |
Financial Statements and Exhibits |
(d) |
Exhibits |
Exhibit Number |
Description | |
2.1 |
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99.1 |
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99.2 |
||
99.3 |
||
99.4 |
||
104 |
Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101.*). (Filed herewith) |
CBL & ASSOCIATES PROPERTIES, INC. | ||
/s/ Farzana Khaleel | ||
Farzana Khaleel | ||
Executive Vice President - | ||
Chief Financial Officer and Treasurer |
CBL & ASSOCIATES LIMITED PARTNERSHIP | ||
By: CBL HOLDINGS I, INC., its general partner | ||
/s/ Farzana Khaleel | ||
Farzana Khaleel | ||
Executive Vice President - | ||
Chief Financial Officer and Treasurer |