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Full title: Notice of Filing of Confirmation Hearing Demonstrative. (Related document(s):[1369] Amended Chapter 11 Plan, [1370] Notice) Filed by CBL & Associates Properties, Inc. (Perez, Alfredo)

Document posted on Aug 10, 2021 in the bankruptcy, 19 pages and 0 tables.

Bankrupt11 Summary (Automatically Generated)

Achievement of fully consensual, comprehensive restructuring transaction for the Debtors' secured andunsecured creditors – negotiated through Court-sanctioned mediation – that is supported by the Debtors’bondholders, bank lenders, unsecured creditors andCreditors’ Committee Plan overwhelmingly accepted by all Voting Classes, including Existing REIT Preferred Stock (over 95%acceptance)  Resolution of virtually all confirmation objections – including with the Securities Plaintiffs – with theexception ofeight preferred shareholders (the “Objecting Preferred Shareholders”) Successful (but still ongoing) settlement process with property-level lenders • The only remaining objectors to Plan confirmation are eight preferred shareholders who – unlike theoverwhelming majority of their class – are dissatisfied with the treatment of the Existing REIT The following witnesses have provided declarations with respect to confirmation and are availableto testify on behalf of the Debtors: • Farzana Khaleel – Executive Vice President–Chief Financial Officer and Treasurer of CBL & AssociatesProperties,Inc.is availableto testify as to the factsgiving riseto theDebtors’satisfaction of thesection 1129requirements for confirmation andnegotiations and developments leading up to theRSA and Plan• Barak Klein – Managing Director in the Recapitalization and Restructuring Group at Moelis & Company LLC,the Debtors’ retained investment banker andfinancial advisor,is available totestify to the Valuation Analysis• Mark A. Renzi – Managing Director in the Corporate Finance segment of Berkeley Research Group, LLC,The Court Should Overrule the Preferred Shareholders’ Objections• However, instead of leaving junior stakeholders with nothing, the Debtors and their advisors, withthe full support of the Debtors' board of directors, fought very hard for months, and negotiated ameaningful recovery to junior stakeholders and split the recovery between the preferred andcommon shareholders

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF TEXAS HOUSTON DIVISION In re: § Chapter 11 § CBL & ASSOCIATES § PROPERTIES, INC., et al., § Case No. 20- 35226 (DRJ) § Debtors.1 § (Jointly Administered) § Related Docket Nos. 1369 and 1370 NOTICE OF FILING OF CONFIRMATION HEARING DEMONSTRATIVE PLEASE TAKE NOTICE THAT, on August 9, 2021, CBL & Associates Properties, Inc. and its debtor affiliates in the above-captioned chapter 11 cases, as debtors and debtors in possession (collectively, the “Debtors”), filed (i) the Third Amended Joint Chapter 11 Plan of CBL & Associates Properties, Inc. and Its Affiliated Debtors (with Technical Modifications) (Docket No. 1369) (as may be amended, modified, or supplemented in accordance with the terms thereof, the “Plan”),2 and (ii) a changed-pages-only redline reflecting incremental changes made to the Plan since its previous filing (Docket No. 1370). PLEASE TAKE FURTHER NOTICE THAT the Court has scheduled a hearing (the “Confirmation Hearing”) on August 11, 2021 at 9 a.m. (Prevailing Central Time) to consider confirmation of the Plan. PLEASE TAKE FURTHER NOTICE THAT the Debtors hereby file the Confirmation Hearing Demonstrative, annexed hereto as Exhibit A. 1 A complete list of the Debtors in these chapter 11 cases may be obtained on the website of the Debtors’ claims and noticing agent at https://dm.epiq11.com/CBLProperties. The Debtors’ service address for the purposes of these chapter 11 cases is 2030 Hamilton Place Blvd., Suite 500, Chattanooga, Tennessee 37421. 2 Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Plan.

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Dated: August 11, 2021 Houston, Texas Respectfully submitted, /s/ Alfredo R. Pérez WEIL, GOTSHAL & MANGES LLP Alfredo R. Pérez (15776275) 700 Louisiana Street, Suite 1700 Houston, Texas 77002 Telephone: (713) 546-5000 Facsimile: (713) 224-9511 Email: Alfredo.Perez@weil.com -and- WEIL, GOTSHAL & MANGES LLP Ray C. Schrock, P.C. (admitted pro hac vice) Garrett A. Fail (admitted pro hac vice) Moshe A. Fink (admitted pro hac vice) 767 Fifth Avenue New York, New York 10153 Telephone: (212) 310-8000 Facsimile: (212) 310-8007 Email: Ray.Schrock@weil.com Garrett.Fail@weil.com Moshe.Fink@weil.com Attorneys for Debtors and Debtors in Possession

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Certificate of Service I hereby certify that on August 11, 2021, a true and correct copy of the foregoing document was served by the Electronic Case Filing System for the United States Bankruptcy Court for the Southern District of Texas. /s/ Alfredo R. Pérez Alfredo R. Pérez

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Exhibit A Confirmation Hearing Demonstrative

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Confirmation Hearing Demonstrative

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Roadmap 1. Where the Debtors Began These Chapter 11 Cases 2. Where The Debtors Are Now 3. Plan Overview 4. Plan Confirmation Hearing: Overview and Evidence 5. The Court Should Overrule The Preferred Shareholders’ Objections6. Wrap Up

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Where The Debtors Began These Chapter 11 Cases • The circumstances surrounding CBL & Associates Properties, Inc.’s (the “Company” or the“Debtors”) entry into these chapter 11 cases were challenging: • Middleof global pandemicand struggling retail market • Rushed and reactive chapter 11 filing in response to prepetition actions taken by the Debtors’ banklenders • Commencement of adversary proceeding by the Debtors against Wells Fargo on first day of chapter11 casesand commencementof adversary trial in February2021 • “Cram-up” RSA with the ad hoc group of noteholders (the “Ad Hoc Group”) – but not the banklenders– that wouldhave undoubtedlyresulted in a heavilycontestedconfirmation process• Contestedcash collateral hearing early in thesechapter 11 cases

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Where The Debtors Are Now • The Debtors’ accomplishments – and the consensus achieved – in these chapter 11 casesdemonstrate theDebtors’ exemplary stewardship and results in these cases:  Achievement of fully consensual, comprehensive restructuring transaction for the Debtors' secured andunsecured creditors – negotiated through Court-sanctioned mediation – that is supported by the Debtors’bondholders, bank lenders, unsecured creditors andCreditors’ Committee Plan overwhelmingly accepted by all Voting Classes, including Existing REIT Preferred Stock (over 95%acceptance)  Plan provides significant recovery to unsecured creditors and meaningful distribution to juniorstakeholders, to which they would not otherwise beentitled  Resolution of virtually all confirmation objections – including with the Securities Plaintiffs – with theexception ofeight preferred shareholders (the “Objecting Preferred Shareholders”) Successful (but still ongoing) settlement process with property-level lenders

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Plan Overview • Subject tothe Court’s approval, the Planprovides for, among other things,the following treatment ofclaims:1Treatment ExpenseClaims, PriorityTax Paidinfull , Fee Claims, Other Priority , & Other Secured Claims s 1 and 2) en CreditFacility Claims (Class 3) ProRatashareof: • (i)loansundertheExitCreditFacilityinanaggregateamountequalto$883,700,000,and• (ii)$100,000,000inCash tingCrossholderClaims (Class 4) ProRatashareof: • (i)10.57143%oftheNewCommonStockissued(subjecttodilutionasperthePlan),• (ii)$15,000,000inCash,and • (iii)NewSeniorSecuredNotesintheamountof$81,000,000;providedthateachConsentingCrossholderisentitledttheConvertibleNotesElection g TradeClaims (Class 5) Ifaholder ofanOngoingTrade ClaimexecutesaTradeAgreementwiththe Debtors,four(4) equalcashinstallments,ponaquarterlybasis,whichpaymentsshallresultinfullpaymentintheAllowedamountofsuchOngoingTradeClaimIf a holder of an Ongoing Trade Claim does not execute a Trade Agreement with the Debtors, same treatment asunsecuredcreditors ty-LevelGuarantee Settlement Claimwilleither:

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Plan Overview Treatment redClaims (Class 7) ProRatashareof: • (i)78.42857%oftheNewCommonStockissued(subjecttodilutionasperthePlan),• (ii)$80,000,000inCash,and • (iii) New Senior Secured Notes in the amount of $474,000,000; provided that each Consenting Noteholder is entimaketheConvertibleNotesElection mpanyClaims (Class 8) Paid,adjusted,continued,settled,reinstated,discharged,oreliminatedgLP Preferred Units (Class 9) Cancelled(orotherwiseeliminated)andshallreceivenodistributionunderthePlang LP CommonUnits (Class 10) ProRatashareof5.5%oftheNewCommonStockissued,sharedwithholdersofExistingREITCommonStock(butmayereceiveNewLPUnits) g REIT Preferred Stock (Class 11) ProRatashareof5.5%oftheNewCommonStockissued(subjecttodilutionasperthePlan)g REITCommon Stock (Class 12) ProRatashareof5.5%oftheNewCommonStockissued(subjecttodilutionasperthePlan)mpany Interests (Class 13) AllIntercompanyInterestsshallbetreatedassetforthinsection5.12ofthePlan 510(b) Claims(Class 14) New Common Stock issued in an amount sufficient to provide such holder a percentage recovery equal to the percrecoveryprovidedtoholdersofExistingREITCommonStockpursuanttothePlan,ifanyoney ConvertibleNotes In addition to the foregoing, certain Consenting Creditors have agreed to purchase $50 million of New Convertible

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Plan Confirmation – Overview • Confirmation Requirements: As discussed in the Confirmation Brief and accompanyingdeclarations, the Debtors submit that the Plan satisfies the Bankruptcy Code’s confirmationrequirements • Voting Results: The Plan is overwhelmingly supported by the Voting Classes, which have all votedto accept the Plan • Confirmation Objections: The Debtors have resolved nearly all confirmation objections through,among other things, additional language in the Proposed Confirmation Order• In connection with the Disclosure Statement Hearing, the Debtors resolved objections from theSecuritiesPlaintiffs with respect to the Plan releases • The only remaining objectors to Plan confirmation are eight preferred shareholders who – unlike theoverwhelming majority of their class – are dissatisfied with the treatment of the Existing REIT

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Plan Confirmation – Evidence • The following witnesses have provided declarations with respect to confirmation and are availableto testify on behalf of the Debtors: • Farzana Khaleel – Executive Vice President–Chief Financial Officer and Treasurer of CBL & AssociatesProperties,Inc.is availableto testify as to the factsgiving riseto theDebtors’satisfaction of thesection 1129requirements for confirmation andnegotiations and developments leading up to theRSA and Plan• Barak Klein – Managing Director in the Recapitalization and Restructuring Group at Moelis & Company LLC,the Debtors’ retained investment banker andfinancial advisor,is available totestify to the Valuation Analysis• Mark A. Renzi – Managing Director in the Corporate Finance segment of Berkeley Research Group, LLC, theDebtors’ retained financial advisor,is available totestify to the Liquidation Analysis• Jane Sullivan – Executive Vice President of Epiq Corporate Restructuring, LLC, the Debtors’ retained claimsand noticing agent and solicitation agent, is available to testify to the Voting and Solicitation Results andProcedures

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The Court Should Overrule the Preferred Shareholders’ Objections• The Objecting Preferred Shareholders objected to the Plan’s treatment of the Existing REITPreferred Stock on the grounds that it violatesthe absolutelypriority rule• As discussedin the ConfirmationBrief, the objection should be overruled because: 1. the Debtors are honoring the preferred shareholder terms on which the Objecting PreferredShareholders are relying – the Preferred Shareholders are getting the entirety of the benefit oftheir bargain, despite protests to the contrary – thus, the Debtors are honoring the absolutepriority rule and complyingwith 11 U.S.C.§ 1129(b)(2)(C)(ii),and2. the Debtors are honoring the liquidation preference as required under 11 U.S.C. § 1129(b)(2)(C)(i)because the Objecting Preferred Shareholders are not entitled to receive any recovery based onthe uncontrovertedevidencesubmittedby the Debtorsin supportof confirmation

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The Court Should Overrule the Preferred Shareholders’ Objections• Ranking: Pursuant to the preferred stock certificate, the preferred stock only ranks senior to thecommon stock upon liquidation, dissolution or winding-up, not in the context of a going concernreorganization: The Series D Preferred Stock shall, with respect to dividend rights and rights upon liquidation, dissolutionor winding-up of the Corporation, rank (a) senior to the Common Stock and to all equity securities rankingjunior tosuchSeries DPreferred Stock....” • Liquidation Preference: Similarly, pursuant to the preferred stock certificate, the preferred stock’sliquidation preference only applies inthe context of a liquidation, dissolution or winding-up: “Upon any voluntary or involuntary liquidation, dissolution or winding-up of the affairs of theCorporation, the holders of shares of Series D Preferred Stock shall be entitled to be paid out of the assets ofthe Corporation legally available for distribution to its stockholders a liquidation preference of $250.00 pershare, plus an amount equal to any accrued and unpaid dividends to the date of payment (whether or not

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The Court Should Overrule the Preferred Shareholders’ Objections• Thus, the Debtors are complying with 11 U.S.C. § 1129(b)(2)(C)(ii), which provides that a plan maybe confirmed with respect to a rejecting class if “the holder of any interest that is junior to theinterests of such class will not receive or retain under the plan on account of such junior interestany property” • Further, the Debtors are complying with 11 U.S.C. § 1129(b)(2)(C)(i) because there is nodistributable value available for interest holders in these cases pursuant to the uncontrovertedevidence in support of confirmation • 11 U.S.C. § 1129(b)(2)(C)(i) only requires that an interest holder receive a liquidation preference “towhichsuchholderisentitled” • Moelis’s valuation – which is uncontroverted – demonstrates that there is no distributable valueavailable for junior stakeholders and the preferred shareholders are not “entitled” to anything in thecontextof a reorganization

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The Court Should Overrule the Preferred Shareholders’ Objections• However, instead of leaving junior stakeholders with nothing, the Debtors and their advisors, withthe full support of the Debtors' board of directors, fought very hard for months, and negotiated ameaningful recovery to junior stakeholders and split the recovery between the preferred andcommon shareholders • As the evidence will show, contrary to allegations made by the Objecting Preferred Shareholders, theRSA was approved by the full board of directors, not the “Special Committee” (whose role was morelimited) • In the context of all of these arguments, it bears emphasis that over 95% of the preferredshareholders have voted to accept the Plan (even after the elimination of the "death trap" asrequired by the Court) and their recovery should not be jeopardized by a small minority ofdissatisfiedshareholders

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The Court Should Overrule the Preferred Shareholders’ Objections• The Objecting Preferred Shareholders also attempt to discredit the Debtors’ corporate governancein connection with the approval of the RSA, allegingvarious conflicts of interest• The Objecting Preferred Shareholders’ allegation that the RSA was negotiated by the SpecialCommitteeis unfounded • The Special Committee served a more limited role including, among other things, conducting aninvestigationin connectionwith the Plan releases • Contrary to the Objecting Preferred Shareholders’ allegations, both the prepetition RSA andpostpetition amended RSA were negotiated by management and approved by the full board ofdirectors, includingthe independentdirectors • Onlyonedirector, Michael Ashner,votedagainst approval of the prepetition RSA

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Case Timeline , Mar. 19, May 26, Aug. 14, Aug. 18, Sep. 29, Oct. 27, Nov. 1, Mar. 12, Mar. 21, Apr. 29,2020 2021 2020 2020 2020 2020 2020 2021 2021 2021 Company Company Michael L. Debtors commence Debtors’ Board Court Authodraws down and Ad Hoc Ashnerresigns Chapter 11 Cases approves Debtors ton First Lien Group from the and Wells Fargo Debtors’ entry perform Credit entered into Company’s Adversary into Amended obligations uFacility Original RSA Board Proceeding RSA Amended R Wells Fargo Wells Fargo sends Debtors, Ad Hoc Group, s sent Notice of notice of exercising and Consenting Bank 9 Default to remedies under First Lenders enter into ic Company Lien Credit Facility Amended RSA Company’s Board

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Wrap Up • The Plan is supported by all voting classes and every major constituency• The Debtors have painstakingly negotiated a meaningful recovery for Interest Holders thatcomplies with the relevant contractual termsand applicable law• This hearing is the culmination of over 16 months of work that will reorganize the Company, savethousands of jobs, and position the Company for the future • The Debtors respectfullyrequest that the Court confirm the Plan and overrule any objections

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