SEC Form 4
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
CBL & ASSOCIATES PROPERTIES INC [ CBL ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/08/2023 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 11/08/2023 | J(1) | 16,411 | A | (1)(2) | 3,215,846 | I | See footnote(2)(3) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. The reported shares were received in connection with the Issuer's Third Amended Joint Chapter 11 Plan of CBL & Associates Properties, Inc. and its Affiliated Debtors (the "Plan"), which was confirmed by the United States Bankruptcy Court for the Southern District of Texas on August 11, 2021, pursuant to which the Issuer distributed shares of its common stock to certain holders of Senior Unsecured Notes issued by the Issuer. The Reporting Persons' right to receive additional shares became fixed and irrevocable on August 11, 2021, the effective date of the Plan. |
| 2. Pursuant to the Plan, Strategic Value Capital Solutions Master Fund L.P. received 4,052 shares, Strategic Value Special Situations Master Fund IV, L.P. received 2,589 shares, Strategic Value Opportunities Fund, L.P. received 658 shares, and Strategic Value Special Situations Master Fund V, L.P. received 9,112 shares. |
| 3. Strategic Value Partners, LLC, which is indirectly majority owned and controlled by Victor Khosla, is the managing member of SVP Capital Solutions LLC (f/k/a SVP Dislocation LLC), SVP Special Situations III-A, LLC, SVP Special Situations IV LLC and SVP Special Situations V LLC (the "Investment Managers"). The reported shares are held by funds managed directly or indirectly by the Investment Managers. The filing of this Form 4 shall not be construed as an admission that the Reporting Persons are or were for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended, or otherwise, the beneficial owners of any of the securities reported herein. The Reporting Persons disclaim such beneficial ownership, except to the extent of their pecuniary interest. |
| /s/ Lewis Schwartz - for Strategic Value Partners, LLC, By: Lewis Schwartz, Chief Financial Officer | 11/13/2023 | |
| /s/ Victor Khosla | 11/13/2023 | |
| /s/ Lewis Schwartz - for Strategic Value Capital Solutions Master Fund, L.P., By: SVP Capital Solutions LLC (f/k/a SVP Dislocation LLC), its investment manager, By: Lewis Schwartz, Chief Financial Officer | 11/13/2023 | |
| /s/ Lewis Schwartz - for Strategic Value Special Situations Master Fund IV, L.P. , By: SVP Special Situations IV LLC, its investment manager, By: Lewis Schwartz, Chief Financial Officer | 11/13/2023 | |
| /s/ Lewis Schwartz - for Strategic Value Opportunities Fund, L.P., By: SVP Special Situations III-A, LLC, its investment manager, By: Lewis Schwartz, Chief Financial Officer | 11/13/2023 | |
| /s/ Lewis Schwartz - for Strategic Value Special Situations Master Fund V, L.P., By: SVP Special Situations V LLC, its investment manager, By: Lewis Schwartz, Chief Financial Officer | 11/13/2023 | |
| /s/ Lewis Schwartz - for SVP Capital Solutions LLC (f/k/a SVP Dislocation LLC), By: Lewis Schwartz, Chief Financial Officer | 11/13/2023 | |
| /s/ Lewis Schwartz - for SVP Special Situations III-A, LLC, By: Lewis Schwartz, Chief Financial Officer | 11/13/2023 | |
| /s/ Lewis Schwartz - for SVP Special Situations IV LLC, By: Lewis Schwartz, Chief Financial Officer | 11/13/2023 | |
| /s/ Lewis Schwartz - for SVP Special Situations V LLC, By: Lewis Schwartz, Chief Financial Officer | 11/13/2023 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||