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)
§
AMENDED ORDER (I) APPROVING DISCLOSURE STATEMENT AND FORM AND MANNER OF NOTICE OF DISCLOSURE STATEMENT HEARING, (II) ESTABLISHING SOLICITATION AND VOTING PROCEDURES, (III) SCHEDULING CONFIRMATION HEARING, (IV) ESTABLISHING NOTICE AND OBJECTION PROCEDURES FOR CONFIRMATION OF THE PROPOSED PLAN, (V) APPROVING NOTICE PROCEDURES FOR THE ASSUMPTION AND ASSIGNMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES, AND (VI) GRANTING RELATED RELIEF
Upon the Motion, dated December, 29, 2020 (Docket No. 372) (as supplemented at Docket No. 1074, the “Motion”), of CBL & Associates Properties, Inc. and its debtor affiliates, as debtors and debtors in possession in the above-captioned chapter 11 cases (collectively, the “Debtors”), for entry of an order pursuant to sections 365, 1125, 1126, 1128, and 105 of title 11 of the United States Code (the “Bankruptcy Code”), Rules 2002, 3001, 3003, 3016, 3017, 3018, 3020, and 9006 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), Rules 2002-1 and 3016-1 of the Local Bankruptcy Rules of the United States Bankruptcy Court for the Southern District of Texas (the “Local Rules”), and the Procedures for Complex Chapter 11 Cases in the Southern District of Texas (effective as of October 19, 2020, the “Complex Chapter 11 Procedures”):
1 A complete list of the Debtors in these Chapter 11 Cases may be obtained on the website of the Debtors’ proposed 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.
(Docket No. 1147)
ENTERED 05/26/2021
i. approving the Disclosure Statement for Third Amended Joint Chapter 11 Plan of CBL & Associates Properties, Inc. and Its Affiliated Debtors (Docket No. 1164) (the “Disclosure Statement”) as containing adequate information pursuant to section 1125 of the Bankruptcy Code;2
ii. scheduling a hearing (the “Confirmation Hearing”) to consider confirmation of the Third Amended Joint Chapter 11 Plan of CBL
& Associates Properties, Inc. and its Affiliated Debtors (Docket No.
1163) (the “Plan”);
iii. approving the below described solicitation procedures for the Plan;
iv. approving the below described confirmation procedures for the Plan;
v. approving the below described notice procedures for the assumption and assignment of executory contracts and unexpired leases; and vi. granting related relief;
all as more fully set forth in the Motion; and upon consideration of the First Day Declaration; and this Court having jurisdiction to consider the Motion and the relief requested therein in accordance with 28 U.S.C. §§ 157 and 1334; and consideration of the Motion and the requested relief being a core proceeding pursuant to 28 U.S.C. § 157(b); and it appearing that venue is proper before this Court pursuant to 28 U.S.C. §§ 1408 and 1409; and due and proper notice of the Motion having been provided to (i) the Debtors c/o CBL & Associates Properties, Inc., 2030 Hamilton Place Blvd., Suite 500, Chattanooga, Tennessee 37421 (Attn: Jeffery V. Curry); (ii) the Office of the United States Trustee for the Southern District of Texas, 515 Rusk Street, Suite 3516, Houston, Texas 77002 (Attn: Hector Duran and Stephen Statham ([email protected], [email protected]); (iii) McDermott Will & Emery LLP, counsel for the Creditors’
Committee (Attn: Charles R. Gibbs, Jane A. Gerber, Kristin K. Going, and Stacy A. Lutkus);
2 Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Motion, Supplement, Disclosure Statement, or Plan, as applicable.
(iv) Akin Gump Strauss Hauer & Feld LLP, One Bryant Park, Bank of America Tower, New York, NY 10036 (Attn: Michael Stamer, Meredith Lahaie, and Kevin Zuzolo), on behalf of the Consenting Noteholders; (v) White & Case LLP, 200 South Biscayne Boulevard, Suite 4900, Miami, Florida 33131 (Attn: Thomas Lauria, Brian Pfeiffer, and Michael Shepherd), on behalf of certain of the Consenting Noteholders that hold Consenting Crossholder Claims; (vi) Jones Day, 250 Vesey Street, New York, NY 10281 (Attn: David Paulson, Brett Barragate, and Benjamin Rosenblum), on behalf of the Administrative Agent; (vii) the Office of the United States Attorney, 1000 Louisiana Street, Suite 2300, Houston, Texas 77002; (viii) the Securities and Exchange Commission, 100 F Street, NE, Washington, D.C. 20549; (ix) the Internal Revenue Service, 1500 Pennsylvania Avenue, N.W., Washington, DC 20220; (x) the registered and beneficial holders of Claims and Interests (as defined in the Plan), as applicable, in the Debtors; (xi) any other known holders of Claims and Interests against the Debtors; and (xii) all parties who have requested notice in these chapter 11 cases pursuant to Bankruptcy Rule 2002 (collectively, the “Notice Parties”);
and such notice having been adequate and appropriate under the circumstances, and it appearing that no other or further notice need be provided; and this Court having reviewed the Motion; and the Court having held a hearing on the Motion on May 20, 2021 (the “Disclosure Statement Hearing”); and upon the record of the Hearing and upon all of the proceedings had before the Court; and all objections, if any, to the Motion having been withdrawn, resolved, or overruled; and this Court having determined that the legal and factual bases set forth in the Motion establish just cause for the relief granted herein; and it appearing that the relief requested in the Motion is in the best interests of the Debtors and their respective estates and creditors; and upon all of the proceedings had before this Court and after due deliberation and sufficient cause appearing therefor,
IT IS HEREBY ORDERED THAT:
Notice of the Disclosure Statement Hearing and Disclosure Statement Objection Deadline
1. The procedures pursuant to which the Debtors provided notice to parties of the time, date, and place of the Disclosure Statement Hearing and the Disclosure Statement Objection Deadline, including the form and content of the Disclosure Statement Notice, provided due, proper, and adequate notice, comport with due process, and comply with Bankruptcy Rules 2002 and 3017 and Local Rules 2002-1. No further notice is required.
2. The following dates and deadlines are hereby established (subject to modifications as necessary) with respect to the Disclosure Statement, solicitation of the Plan, voting on the Plan, and confirmation of the Plan:
PROPOSED SOLICITATION AND CONFIRMATION TIMETABLE
Voting Record Date May 13, 2021
Section 1111(b) Election Deadline No later than the conclusion of the Disclosure Statement Hearing on May 20, 2021
Mailing Deadline for Confirmation
Hearing Notice Five (5) Business Days after entry of Proposed Order
Solicitation Date Five (5) Business Days after entry of Proposed Order
Mailing Deadline for Cure Amounts
and Filing of Cure Notice Ten (10) days prior to the Plan Objection Deadline; July 16, 2021
Request for Estimation Deadline July 19, 2021 Plan Supplement Filing Deadline July 19, 2021
Rule 3018(a) Motion Deadline July 22, 2021 at 4:00 p.m. (Prevailing Central Time)
Voting Deadline and Opt Out
Deadline July 26, 2021 at 4:00 p.m. (Prevailing Central
Time)
PROPOSED SOLICITATION AND CONFIRMATION TIMETABLE
Plan Objection Deadline July 26, 2021 at 4:00 p.m. (Prevailing Central Time)
Assumption and Cure Objection
Deadline July 28, 2021 at 4:00 p.m. (Prevailing Central
Time)
Ballot Certification Deadline August 2, 2021 Deadline to File Confirmation Brief
and Reply to Plan Objection(s) August 10, 2021
Confirmation Hearing August 11, 2021 at 9:00 a.m. (Prevailing Central Time)
The Disclosure Statement
3. The Disclosure Statement contains adequate information within the meaning of section 1125 of the Bankruptcy Code and complies with Bankruptcy Rule 3016(c).
No further information is necessary.
Balloting and Voting Procedures
4. The procedures set forth in the Motion for the solicitation and tabulation of votes to accept or reject the Plan provide for a fair and equitable voting process and are consistent with section 1126 of the Bankruptcy Code and Bankruptcy Rules 3017 and 3018.
Ballots
5. The ballots substantially in the forms annexed hereto as Exhibits 2, 3, 4, 5A, 5B, 5C, 6, 7, 8, 9, and 10 (collectively, the “Ballots”), including all voting instructions provided therein, are consistent with Official Bankruptcy Form No. B 314, address the particular needs of these chapter 11 cases, and provide adequate information and instructions for each party entitled to vote to accept or reject the Plan. No further information or instructions are necessary.
Parties Entitled to Vote
6. Pursuant to the Plan, holders of Claims and Interests in Class 3 (First Lien Credit Facility Claims), Class 4 (Consenting Crossholder Claims), Class 5 (Ongoing Trade Claims), Class 7 (Unsecured Claims), Class 10 (Existing LP Common Units), Class 11 (Existing REIT Preferred Stock), Class 12 (Existing REIT Common Stock), and Class 14 (Section 510(b) Claims) are impaired and are entitled to receive distributions under the Plan. Accordingly, holders of Allowed Claims and Interests in such Classes are entitled to vote on account of such Claims and Interests (to the extent set forth herein).
Parties Not Entitled to Vote
7. Pursuant to the Plan, holders of Claims in Class 1 (Other Priority Claims), Class 2 (Other Secured Claims), Class 6 (Property-Level Guarantee Settlement Claims), Class 8 (Intercompany Claims), and Class 13 (Intercompany Interests) are Unimpaired and, accordingly, pursuant to section 1126(f) of the Bankruptcy Code, are conclusively presumed to accept the Plan and are not entitled to vote on account of such Claims and Interests.
8. Pursuant to the Plan, holders of Interests in Class 9 (Existing LP Preferred Units) are Impaired. Holders of Existing LP Preferred Units will receive no recovery under the Plan. Accordingly, pursuant to section 1126(g) of the Bankruptcy Code, such holders are conclusively deemed to reject the Plan and are not entitled to vote on account of such Interests.
Notice of Non-Voting Status
9. The Notice of Non-Voting Status, substantially in the form attached hereto as Exhibit 11, complies with the Bankruptcy Code, applicable Bankruptcy Rules, and applicable Local Rules and Complex Chapter 11 Procedures and, together with the Confirmation Hearing Notice and Release Opt Out Form (defined below), provides adequate notice to holders of Claims
or Interests in Class 1 (Other Priority Claims), Class 2 (Other Secured Claims), Class 6 (Property- Level Guarantee Settlement Claims), and Class 9 (Existing LP Preferred Units). No further notice is necessary.
Release Opt Out Form
10. Subject to the rights of the lead plaintiffs in the Securities Class Action (as defined in the Plan) (the “Securities Plaintiffs”) to object to the validity of the Plan releases and the legal effect of the Release Opt Out Form as to the Other Beneficial Holders (as defined below), the form for opting out of the Releases contained in Section 10 of the Plan, substantially in the form attached hereto as Exhibit 12 (the “Release Opt Out Form”), complies with the Bankruptcy Code, applicable Bankruptcy Rules, and applicable Local Rules and Complex Chapter 11 Procedures and, together with the Confirmation Hearing Notice and, as applicable, the Notice of Non-Voting Status, provides adequate notice to Other Beneficial Holders and holders of Claims or Interests in Class 1 (Other Priority Claims), Class 2 (Other Secured Claims), Class 6 (Property- Level Guarantee Settlement Claims), and Class 9 (Existing LP Preferred Units). No further notice is necessary.
Solicitation
11. The proposed distribution and contents of the Solicitation Packages comply with Bankruptcy Rules 2002 and 3017 and constitute sufficient notice to all interested parties of the Record Date, Voting Deadline, Plan Objection Deadline, Confirmation Hearing, and other related matters.
12. The period proposed by the Debtors in the Motion during which the Debtors will solicit votes to accept the Plan is a reasonable and sufficient period of time for holders of
Claims and Interests in the Voting Classes to make an informed decision regarding whether to accept or reject the Plan and timely return Ballots evidencing such decision.
13. The procedures set forth in the Motion for tabulating Ballots are fair and appropriate.
Notice of Confirmation Hearing and Plan Objection Deadline
14. The procedures set forth in the Motion regarding notice to all parties of the Confirmation Hearing and the Plan Objection Deadline, including the form and content of the Confirmation Hearing Notice, provide due, proper, and adequate notice, comport with due process and comply with Bankruptcy Rules 2002, 3017 and 3020. No further notice is required.
Approval of Notice Procedures for the Assumption and Assignment of Executory Contracts and Unexpired Leases
15. The procedures set forth in the Motion regarding notice to all parties of the assumption of the applicable Debtors’ executory contracts and unexpired leases, including the form and content of the Confirmation Hearing Notice, provide due, proper, and adequate notice, comport with due process and comply with Bankruptcy Rules 2002, 3017 and 3020. No further notice is required.
16. All other notices to be provided pursuant to the procedures set forth in the Motion are good and sufficient notice to all parties in interest of all matters pertinent hereto and of all matters pertinent to the Confirmation Hearing. No further notice is required.
17. The legal and factual bases set forth in the Motion and on the record at the Disclosure Statement Hearing establish just and sufficient cause to grant the relief requested therein.
IT IS HEREBY ORDERED THAT:
18. The Disclosure Statement contains adequate information in accordance with section 1125 of the Bankruptcy Code and is APPROVED.
19. The Disclosure Statement (including all applicable exhibits thereto) provides sufficient notice of the proposed injunction, exculpation, and release provisions contained in Sections 10.4, 10.5, 10.6, 10.7, 10.8, and 10.9 of the Plan, in accordance with Bankruptcy Rule 3016(c).
20. The form and manner of service of the Disclosure Statement Notice complies with all applicable Bankruptcy Rules and Local Rules and no further notice is necessary.
21. All objections, if any, to the Disclosure Statement, the Motion, or any of the procedures or exhibits referenced therein that have not been withdrawn or resolved as provided for in the record of the Disclosure Statement Hearing are overruled.
Solicitation Procedures Parties Entitled to Vote
22. Pursuant to the Plan, the following classes are Impaired but entitled to receive distributions under the Plan and, thus, may vote to accept or reject the Plan, subject to certain exceptions discussed below (collectively, the “Voting Classes”):
Voting Classes
Class Description
Class 3 First Lien Credit Facility Claims Class 4 Consenting Crossholder Claims Class 5 Ongoing Trade Claims
Class 7 Unsecured Claims
Voting Classes
Class Description
Class 10 Existing LP Common Units Class 11 Existing REIT Preferred Stock Class 12 Existing REIT Common Stock Class 14 Section 510(b) Claims
23. A creditor or interest holder that holds a Claim or Interest in a Voting Class is nonetheless not entitled to vote to the extent that:
(a) as of the Voting Record Date (as defined below), the outstanding amount of such creditor’s Claim is zero ($0.00);
(b) as of the Voting Record Date, such creditor’s Claim has been disallowed, expunged, disqualified or suspended;
(c) such creditor has not filed a proof of claim in accordance with the Order (I) Establishing Deadline to File Proofs of Claim and (II) Approving Form and Manner of Notice Thereof (Docket No. 902) (the “Bar Date Order”)3 as of the Voting Record Date and the Debtors (i) have not scheduled such creditor’s Claim or (ii) have scheduled such creditor’s Claim in an undetermined amount or as contingent, unliquidated, or disputed; or (d) such creditor’s Claim is subject to an objection or request for estimation as
of the Voting Record Date, subject to the procedures set forth below.
24. Pursuant to the Plan, the Unimpaired Classes are conclusively presumed to accept the Plan and, accordingly, are not entitled to vote on the plan.
25. Holders of Existing LP Preferred Units will receive no recovery under the Plan. Such holders are deemed to reject the Plan and are not entitled to vote on the plan.
3 Pursuant to the Bar Date Order, the deadline for creditors or other parties to file a proof of claim was March 26, 2021 at 5:00 p.m. (prevailing Central Time). The deadline for governmental units to file a proof of claim is April 30, 2021 at 5:00 p.m. (prevailing Central Time).
26. Holders of Claims or Interests in the following classes constitute the Non- Voting Classes:
Non-Voting Classes
Class Description Impairment Acceptance / Rejection Class 1 Other Priority Claims Unimpaired Presumed to Accept Class 2 Other Secured Claims Unimpaired Presumed to Accept Class 6 Property-Level Guarantee
Settlement Claims Unimpaired Presumed to Accept Class 8 Intercompany Claims Unimpaired Presumed to Accept Class 9 Existing LP Preferred Units Impaired Deemed to Reject Class 13 Intercompany Interests Unimpaired Presumed to Accept
The Voting Record Date
27. The Voting Record Date shall be set as Thursday, May 13, 2021. Only holders of Claims and Interests in Class 3 (First Lien Credit Facility Claims), Class 4 (Consenting Crossholder Claims), Class 5 (Ongoing Trade Claims), Class 7 (Unsecured Claims), Class 10 (Existing LP Common Units), Class 11 (Existing REIT Preferred Stock), Class 12 (Existing REIT Common Stock), and Class 14 (Section 510(b) Claims), as of the Voting Record Date, who are otherwise eligible to vote shall be entitled to vote to accept or reject the Plan.
28. The record holders of Claims shall be determined, as of the Voting Record Date, based upon the records of the Debtors and the Voting Agent. Accordingly, any notice of claim transfer received by the record holder of the Debtors’ debt securities, the Debtors, the Voting Agent, or other similarly situated registrar after the Voting Record Date shall not be recognized for purposes of voting or receipt of the Plan confirmation materials.
29. With respect to transfers of Claims filed pursuant to Bankruptcy Rule 3001(e), the transferee shall be entitled to receive a Solicitation Package and, if the holder of such Claim is otherwise entitled to vote with respect to the Plan, cast a Ballot on account of such Claim only if: (i) all actions necessary to transfer such Claim are completed by the Voting Record Date or (ii) the transferee files by the Voting Record Date (a) all documentation required by Bankruptcy Rule 3001(e) to evidence the transfer and (b) a sworn statement of the transferor supporting the validity of the transfer. In the event a Claim is transferred after the Voting Record Date, the transferee of such Claim shall be bound by any vote or election on the Plan made by the holder of such Claim as of the Voting Record Date.
Temporary Allowance / Disallowance of Claims
30. First Lien Credit Facility Claims. The amount of each First Lien Credit Facility Claim, other than Consenting Crossholder Claims, for voting purposes only will be established by reference to the list of participant lenders to the First Lien Credit Agreement and those participant lenders’ corresponding First Lien Credit Facility Claim amounts as of the Voting Record Date as reflected on the loan register maintained by the First Lien Credit Facility Administrative Agent, which shall be provided by the First Lien Credit Facility Administrative Agent to the Voting Agent no later than two (2) Business Days following the Voting Record Date.
31. Consenting Crossholder Claims. The amount of each Consenting Crossholder Claim for voting purposes only will be established by reference to the list of participant lenders to the First Lien Credit Agreement and those participant lenders’ corresponding First Lien Credit Facility Claim amounts as of the Voting Record Date as reflected on the loan register maintained by the First Lien Credit Facility Administrative Agent, which shall be provided
by the First Lien Credit Facility Administrative Agent to the Voting Agent pursuant to Paragraph 30.
32. Senior Unsecured Notes Claims. The amount of each Unsecured Claim that is a Senior Unsecured Notes Claim, for voting purposes only, shall be established by reference to the securities position report of The Depository Trust Company (“DTC”) as of the Voting Record Date.
33. General Unsecured Claims and Ongoing Trade Claims. The amount of each General Unsecured Claim and Ongoing Trade Claim, for voting purposes only, shall be established pursuant to the following hierarchy:
(a) If a Claim has been estimated or otherwise Allowed for voting purposes by order of this Bankruptcy Court, such Claim is temporarily Allowed in the amount so estimated or Allowed by this Bankruptcy Court;
(b) If (a) does not apply, but the Claim has been estimated or otherwise Allowed for voting purposes pursuant to a stipulation, settlement, or other agreement reached between the Debtors and the holder of the Claim (whether such stipulation, settlement, or agreement is filed or not), such Claim is temporarily Allowed in the amount set forth in the stipulation, settlement, or other agreement;
(c) If neither (a) nor (b) applies, then in the liquidated, non-contingent, and undisputed amount set forth on a proof of claim filed as of the Voting Record Date, provided that if the amount set forth on a timely-submitted proof of claim is unknown, undetermined, or wholly unliquidated, contingent, and/or disputed (as determined on the face of the Claim or after reasonable review by the Voting Agent) then the Claim shall be temporarily allowed for voting purposes in the amount of $1.00;
(d) If (a), (b), and (c) do not apply, then in the liquidated, non-contingent, and undisputed amount scheduled by the Debtors, provided that if the Claim as scheduled by the Debtors is unliquidated, contingent, disputed, or in a $0.00 amount, then the Claim shall be disallowed for voting purposes;
(e) For purposes of the numerosity requirement of section 1126(c) of the Bankruptcy Code separate Claims held by a single creditor in a particular Class shall be aggregated as if such creditor held one Claim against the Debtor in such Class, and the votes related to such Claims shall be treated as a single vote to accept or reject the Plan;
(f) Notwithstanding anything to the contrary contained herein, any creditor who has filed or purchased duplicate Claims within the same Voting Class shall be provided with only one Solicitation Package and one ballot for voting a single Claim in such Class, regardless of whether the Debtors have objected to such duplicate Claims; and
(g) If a proof of claim has been amended by a later proof of claim that is filed on or prior to the Voting Record Date, the later filed amending claim shall be entitled to vote in a manner consistent with these tabulation rules, and the earlier filed claim shall be disallowed for voting purposes, regardless of whether the Debtors have objected to such amended claim. Except as otherwise ordered by the Court, any amendments to proofs of claim after the Voting Record Date shall not be considered for purposes of these tabulation rules.
34. Section 510(b) Claims. Each Section 510(b) Claim will be accorded one (1) vote and valued at $1.00 for voting purposes only with respect to the Plan, and not for purposes of allowance or distribution, unless such Claim is disputed in the manner set forth in paragraph 39 of the Motion.
35. Existing Equity Interests. The amount of each Existing LP Common Unit, Existing REIT Preferred Stock, and Existing REIT Common Stock for voting purposes only will be established by reference to (a) the applicable books and records of the Debtors’ transfer agent, which shall be provided by the transfer agent to the Voting Agent no later than two (2) Business Days following the Voting Record Date and (b) the books and records of the applicable Equity Nominee (defined below) as of the Voting Record as evidenced by the securities position report from DTC.
36. If any creditor seeks to challenge the allowance of its Claim or Interest for voting purposes, such creditor shall file with this Bankruptcy Court a motion for an order pursuant to Bankruptcy Rule 3018(a) temporarily allowing such Claim for voting purposes in a different amount (a “Rule 3018(a) Motion”). Any Rule 3018(a) Motion must be filed with the Bankruptcy Court and served on the Notice Parties so as to be actually received not later than July 22, 2021 at 4:00 p.m. (Prevailing Central Time).
37. Upon the filing of any such motion, such creditor’s Ballot shall be counted in accordance with the above-designated guidelines, unless temporarily Allowed in a different amount by an order of this Bankruptcy Court entered prior to or concurrent with entry of an order confirming the Plan.
38. If any creditor holding a claim secured by a lien on property of the Debtors wishes to make an election under section 1111(b) of the Bankruptcy Code, such election must have been made no later than the conclusion of the Disclosure Statement Hearing (the “Section 1111(b) Election Deadline”).
Solicitation Packages
39. The Solicitation Packages are APPROVED.
40. The Debtors shall mail the Solicitation Packages no later than five (5) Business Days following the date of entry of the this Order (the “Solicitation Date”) to (i) the U.S.
Trustee (which Solicitation Package shall exclude a Ballot) and (ii) holders of Claims or Interests in Voting Classes entitled to vote on the Plan as of the Voting Record Date, as required by Bankruptcy Rule 3017(d).
41. Solicitation Packages shall contain copies of:
(a) the Proposed Order, as entered by the Bankruptcy Court and without attachments;
(b) the Notice of (I) Approval of Disclosure Statement, (II) Establishment of Voting Record Date, (III) Hearing on Confirmation of the Plan, (IV) Procedures for Objecting to the Confirmation of the Plan, and (V) Procedures and Deadline for Voting on the Plan (the “Confirmation Hearing Notice”);
(c) copies of any letters from the Debtors, Creditors’ Committee, or other key constituents in support of the Plan;
(d) instructions detailing how to access copies of the Disclosure Statement and Plan on the Voting Agent’s website and how to request hard copies of the Disclosure Statement and Plan; and
(e) if the recipient is entitled to vote on the Plan (as set forth herein), a Ballot (as defined below) customized for such holder and conforming to Official Bankruptcy Form No. B 314, in the form described below, and a postage- prepaid return envelope.4
42. The Solicitation Packages are not required to include copies of the Disclosure Statement or the Plan, but rather, the Debtors are directed to give notice of the Debtors’
restructuring website at https://dm.epiq11.com/CBLProperties. If the Debtors or the Voting Agent receive a written request for a paper copy of the documents, the Debtors or the Voting Agent will send a copy to the requesting party by overnight delivery at the Debtors’ expense.
43. If the recipient is an Other Beneficial Owner or a holder of a Claim or Interest in a Non-Voting Class and, therefore, not entitled to vote on the Plan (as set forth herein), then they will only be served the Confirmation Hearing Notice, Release Opt Out Form, and, if applicable, the Notice of Non-Voting Status as defined and described more fully in the Motion.
44. Holders of Claims in Class 3, Class 4, Class 5, Class 7, and Class 14, and registered holders of Interests in Class 10, Class 11, and Class 12, to the extent they are determined to be entitled to vote, may submit their Ballots via Epiq’s online E-Balloting Portal by visiting https://dm.epiq11.com/cblproperties, clicking on the “Submit E-Ballot” section of the website, and following the instructions set forth on the E-Ballot. With the exception of Master Ballots submitted by Nominees on behalf of Beneficial Holders, delivery of a Ballot to the Voting Agent by e-mail shall not be valid.
45. The Debtors shall not be required to send Solicitation Packages to creditors that have Claims that have already been paid in full; provided, that if any such creditor would be
4 Official Bankruptcy Form No. B 314 can be found at http://www.usBankruptcy Courts.gov/forms/bankruptcy-forms, the official website for the United States Bankruptcy Courts.
entitled to receive a Solicitation Package for any other reason, then the Debtors shall send such creditor a Solicitation Package in accordance with the procedures set forth herein.
46. With respect to addresses from which Solicitation Packages are returned as undeliverable by the United States Postal Service, the Debtors are excused from mailing Solicitation Packages or any other materials related to voting or confirmation of the Plan to those entities listed at such addresses unless the Debtors are provided with accurate addresses for such entities before the Voting Deadline, and failure to mail Solicitation Packages or any other materials related to voting or confirmation of the Plan to such entities will not constitute inadequate notice of the Confirmation Hearing or the Voting Deadline and shall not constitute a violation of Bankruptcy Rule 3017.
Notice of Non-Voting Status
47. The Notice of Non-Voting Status is APPROVED.
48. To the holders of Claims and Interests in Class 1 (Other Priority Claims), Class 2 (Other Secured Claims), Class 6 (Property-Level Guarantee Settlement Claims), and Class 9 (Existing LP Preferred Units), the Debtors shall serve a Confirmation Hearing Notice, a Notice of Non-Voting Status, and a Release Opt Out Form, substantially in the forms attached hereto as Exhibits 1, 11, and 12, respectively, in lieu of a Solicitation Package.
49. The Debtors need not serve a Notice of Non-Voting Status or any other type of notice in connection with solicitation of the Plan on the holders of Claims and Interests in Class 8 (Intercompany Claims) and Class 13 (Intercompany Interests) because such Claims and Interests are held by the Debtors or the Debtors’ affiliates and are Unimpaired by the Plan.
Release Opt Out Form
50. Subject to the rights of the Securities Plaintiffs to object to the validity of the Plan releases and the legal effect of the Release Opt Out Form as to the Other Beneficial Holders, the Release Opt Out Form is APPROVED.
51. In addition to serving the Release Opt Out Form on holders of Claims or Interests in Non-Voting Classes as described above, the Debtors shall cause to be mailed (i) the Release Opt Out Form and (ii) the Confirmation Hearing Notice, to the banks, brokers, and financial institutions (or their agents) that might have purchased debt or equity securities in “street name” (collectively, including their agents, the “Nominees”) on behalf of the underlying beneficial owners of those debt or equity securities during the period from July 29, 2014 through March 26, 2019, inclusive (the “Other Beneficial Owners”). With their mailing, the Debtors shall include instructions to the Nominees concerning the requirements in subparagraphs (a) – (d) below.
(a) Such Nominees shall either: (i) within seven (7) calendar days of receipt of the Confirmation Hearing Notice and Release Opt Out Form, request from the Debtors sufficient copies of the Confirmation Hearing Notice and Release Opt Out Form to forward to all such beneficial owners and within seven (7) calendar days of receipt of those notices and claim forms forward them to all such beneficial owners; or (ii) within seven (7) calendar days of receipt of the Confirmation Hearing Notice and Release Opt Out Form, provide a list of the names and addresses of all such beneficial owners to the Debtors and the Debtors shall send the notices and claim forms promptly to such identified beneficial owners.
(b) Nominees who elect to send the Confirmation Hearing Notice and Release Opt Out Form to their beneficial owners shall also send a statement to the Debtors and Epiq confirming that the mailing was made and shall retain their mailing records for use in connection with any further notices that may be provided in these Chapter 11 Cases.
(c) If it is the Nominee’s customary and accepted practice to forward such materials to beneficial owners by e-mail, e-delivery, or any other method of electronic or printed communication, the Nominees are authorized to follow those customary practices, within seven (7) calendar days of receipt of the materials, in lieu of sending actual printed copies of the Confirmation Hearing Notice and Release Opt Out Form.
(d) Within seven (7) calendar days of forwarding such notice, the Nominees may request reimbursement for reasonable and documented noticing costs and research fees, if any, by making such request in writing to the Debtors at the address to be provided by Epiq to the Nominees.
52. The Opt Out Deadline shall be July 26, 2021 at 4:00 p.m. (Prevailing Central Time).
53. All Release Opt Out Forms must be properly completed and returned either by (i) delivering the Release Opt Out Form to the Voting Agent or (ii) submitting the Release Opt Out Form by electronic, online transmission through the E-Opt-Out Portal, each in accordance with the instructions included on the Release Opt Out Form.
Ballots
54. The Ballots are APPROVED.
55. The Voting Deadline shall be July 26, 2021 at 4:00 p.m. (Prevailing Central Time).
56. All Ballots must be properly executed, completed, and delivered to the Voting Agent (i) by first-class mail in the return envelope provided with each Ballot; (ii) by overnight courier; (iii) by hand delivery; (iv) via Epiq’s online balloting portal; and (v) in the case of Class 10, Class 11, and Class 12 Master Ballots only, via e-mail, so that they are actually received by the Voting Agent no later than the Voting Deadline.
57. The Ballots for holders of Class 4 (Consenting Crossholder Claims) and Senior Unsecured Notes Claims in Class 7 (Unsecured Claims) shall include instructions for exercising the Convertible Notes Election. An election to exercise the Convertible Notes Election must be made no later than the Voting Deadline.
58. The Debtors are authorized to distribute the following two forms of Ballots to holders of Senior Unsecured Notes Claims entitled to vote on the Plan in Class 7 (Unsecured
Claims): (i) a form of Ballot for a beneficial owner of the Senior Unsecured Notes Claim (the “Class 7 Beneficial Holder” and the corresponding ballot, the “Class 7 Beneficial Holder Ballot”), annexed hereto as Exhibit 5C, and (ii) a form of Ballot for the bank, broker, or other financial institution that holds the Senior Unsecured Notes “in street name” at DTC on behalf of the Class 7 Beneficial Holder (or agent thereof) (each, a “Class 7 Nominee”) to transmit the votes of one or more beneficial owners (the “Class 7 Master Ballot”), annexed hereto as Exhibit 5B.
59. The Debtors are authorized to distribute the following three forms of Ballots, as applicable, to holders of Interests entitled to vote on the Plan in Class 10 (Existing LP Common Units), Class 11 (Existing REIT Preferred Stock), and Class 12 (Existing REIT Common Stock): (i) a form of Ballot for registered holders of Class 10, 11, and 12 (the “Equity Registered Holder Ballot”), annexed hereto as Exhibit 9; (ii) a form of Ballot for a beneficial holder of Class 10, 11, and 12 (an “Equity Beneficial Holder,” and the corresponding ballot, the “Equity Beneficial Holder Ballot”), annexed hereto as Exhibit 8; and (iii) a form of Ballot for the bank, broker, or other financial institution “in street name” at DTC on behalf of the Equity Beneficial Holder (the “Equity Nominee”) (or agent thereof) to transmit the votes of one or more beneficial owners (the “Class 11 Master Ballot” and the “Class 12 Master Ballot,” and, collectively, the “Equity Master Ballots”), annexed hereto as Exhibits 6 and 7, respectively.
60. The Debtors are also authorized to distribute Ballots to each of the holders of First Lien Credit Facility Claims in Class 3, Consenting Crossholder Claims in Class 4, Unsecured Claims in Class 7, and Section 510(b) Claims in Class 14.
Tabulation Procedures
61. The following tabulation procedures are APPROVED:
(a) Whenever a holder of Claims or Interests casts more than one Ballot voting the same Claim(s) or Interests before the Voting Deadline, the last valid
Ballot received on or before the Voting Deadline shall be deemed to reflect such creditor’s or equity security holder’s intent, and thus, to supersede any prior Ballot. Following the Voting Deadline, no Ballot may be changed or revoked, absent further order of the Court or consent of the Debtors;
(b) Whenever a holder of Claims or Interests casts a Ballot that is properly completed, executed and timely returned to the Voting Agent, but does not indicate either an acceptance or rejection of the Plan, the Ballot will not be counted.
(c) Whenever a holder of Claims or Interests casts a Ballot that is properly completed, executed, and timely returned to the Voting Agent, but indicates both an acceptance and a rejection of the Plan, the Ballot will not be counted.
(d) A holder of Claims or Interests shall be deemed to have voted the full amount of its Claim or Interest in each class and shall not be entitled to split its vote within a particular class or between more than one Debtor. Any such holder’s Ballot that partially accepts and partially rejects the Plan, between the same or multiple Debtors, will not be counted.
(e) A holder of Claims or Interests against more than one Debtor who casts a single Ballot shall have its votes counted separately with respect to each such Debtor.
(f) Whenever a holder of Claims or Interests casts multiple Ballots received by the Voting Agent simultaneously, but which are voted inconsistently, such Ballots will not be counted.
(g) The Class 7 Beneficial Holder Ballots provided to Beneficial Holders will reflect the principal amount of such Class 7 Beneficial Holder’s Claim.
(h) The following Ballots shall not be counted:
i. Any Ballot received after the Voting Deadline, unless the Debtors shall have granted an extension of the Voting Deadline in writing with respect to such Ballot;
ii. Any Ballot that is illegible or contains insufficient information to permit the identification of the claimant;
iii. Any Ballot cast by a person or entity that does not hold a Claim or Interest in a Class that is entitled to vote to accept or reject the Plan;
iv. Any Ballot cast by a person who is not entitled to vote, even if such individual holds a Claim or Interest in a Voting Class;
v. Any unsigned Ballot, provided that Ballots submitted by E-Ballot will be deemed to contain a legal, valid signature;
vi. Any Ballot which the Bankruptcy Court determines, after notice and a hearing, includes a vote that was not solicited or procured in good faith or in accordance with the provisions of the Bankruptcy Code;
or
vii. Any Ballot transmitted to the Voting Agent by e-mail (other than a Master Ballot) or facsimile or other means not specifically approved herein.
(i) A holder of Claims in more than one Class must use separate Ballots for each Class of Claims.
62. The following additional procedures shall apply to Claims of Beneficial Holders of Senior Unsecured Notes, Existing LP Common Units, Existing REIT Preferred Stock, and Existing REIT Common Stock who hold their position at DTC in “street name” through a Nominee:
a. the Voting Agent shall distribute, or cause to be distributed, the appropriate number of copies of Ballots to Nominees identified by the Voting Agent as entities through which Beneficial Holders hold Senior Unsecured Notes Claims, Existing LP Common Units, Existing REIT Preferred Stock, and Existing REIT Common Stock as of the Voting Record Date;
b. any Nominee that is a holder of record with respect to Senior Unsecured Notes, Existing LP Common Units, Existing REIT Preferred Stock, or Existing REIT Common Stock shall solicit votes from Beneficial Holders of such claims and interests by:
(i) distributing the Solicitation Packages, including the Class 7 Beneficial Holder Ballots and/or Equity Beneficial Holder Ballots, as applicable, it receives from the Voting Agent to all such Beneficial Holders, no later than five (5) business days following receipt of the Solicitation Package; (ii) providing such Beneficial Holders with a return address and envelope to send Ballots; (iii) promptly collecting Class 7 Beneficial Holder Ballots and Equity Beneficial Holder Ballots from such Beneficial Holders that cast votes on the Plan;
(iv) compiling and validating the votes and other relevant information of all such Beneficial Holders on the applicable master ballot; and (v) transmitting the applicable Class 7 Master Ballot or Equity Beneficial Holder Ballot to the Voting Agent by the Voting Deadline;
c. any Beneficial Holder holding a Senior Unsecured Notes Claim, Existing LP Common Units, Existing REIT Preferred Stock, or Existing REIT Common Stock as a record holder in its own name shall vote on the Plan by completing and signing a Class 7 Master Ballot or Equity Master Ballot on its own behalf and returning such Ballot directly to the Voting Agent on or before the Voting Deadline;
d. any Beneficial Holder holding a Senior Unsecured Notes Claim, Existing LP Common Units, Existing REIT Preferred Stock, or Existing REIT Common Stock in
“street name” through a Nominee must vote on the Plan through such Nominee by completing and signing the applicable Ballot and returning such Ballot to the appropriate Nominee as promptly as possible and in sufficient time to allow such Nominee to process the Ballot and return the applicable Class 7 Master Ballot or Equity Master Ballot to the Voting Agent prior to the Voting Deadline. Any Beneficial Holder holding a Senior Unsecured Notes Claim, Existing LP Common Units, Existing REIT Preferred Stock, or Existing REIT Common Stock in a “street name” that submits a Class 7 Beneficial Holder Ballot or Equity Beneficial Holder Ballot to the Debtors, the Debtors’ agents, or the Debtors’ financial or legal advisors will not have such Class 7 Beneficial Holder Ballot or Equity Beneficial Holder Ballot counted for purposes of accepting or rejecting the Plan;
e. any Class 7 Beneficial Holder Ballot or Equity Beneficial Holder Ballot returned to a Nominee by a Beneficial Holder shall not be counted for purposes of accepting or rejecting the Plan until such Nominee properly completes and delivers to the Voting Agent the applicable Class 7 Master Ballot or Equity Master Ballot that reflects the vote of such Beneficial Holders by the Voting Deadline or otherwise validates the Class 7 Beneficial Holder Ballot or Equity Beneficial Holder Ballot in a manner acceptable to the Voting Agent. Nominees shall retain all Class 7 Beneficial Holder Ballots and Equity Beneficial Holder Ballots returned by Beneficial Holders for a period of one (1) year after the Effective Date of the Plan;
f. if a Beneficial Holder holds a Senior Unsecured Notes Claim, Existing LP Common Units, Existing REIT Preferred Stock, or Existing REIT Common Stock through more than one Nominee or through multiple accounts, such Beneficial Holder may receive more than one Class 7 Beneficial Holder Ballot or Equity Beneficial Holder Ballot and each such Beneficial Holder should execute a separate Class 7 Beneficial Holder Ballot or Equity Beneficial Holder Ballot for each block of Senior Unsecured Notes Claims, Existing LP Common Units, Existing REIT Preferred Stock, or Existing REIT Common Stock that it holds through any Nominee and must return each such Class 7 Beneficial Holder Ballot and Equity Beneficial Holder Ballot to the appropriate Nominee;
g. if a Beneficial Holder holds a portion of its Senior Unsecured Notes Claim, Existing LP Common Units, Existing REIT Preferred Stock, or Existing REIT Common Stock through a Nominee or Nominees and another portion in its own name as the record holder, such Beneficial Holder should follow the procedures described herein to vote the portion held in its own name and the procedures described in the rest of this section to vote the portion held by the Nominee(s); and
h. Beneficial Holders holding Senior Unsecured Notes Claims, Existing LP Common Units, Existing REIT Preferred Stock, or Existing REIT Common Stock through a Nominee must return their paper ballot to their Nominee, unless, at the option of the Nominee, the Nominee instructs their Beneficial Holders that they may relay votes or voting instructions electronically or otherwise to the Nominee or the entity preparing the Class 7 Master Ballot or Equity Master Ballot on such Nominee’s behalf, and Nominees may use their customary procedures for obtaining such votes electronically or otherwise.
63. These rules will apply with respect to the tabulation of Class 7 Master Ballots and Equity Master Ballots cast by Nominees for Beneficial Holders of Senior Unsecured Notes Claims, Existing LP Common Units, Existing REIT Preferred Stock, and Existing REIT Common Stock:
a. votes cast by Beneficial Holders through Nominees will be applied to the applicable positions held by such Nominees of Senior Unsecured Notes Claims, Existing LP Common Units, Existing REIT Preferred Stock, and Existing REIT Common Stock as of the Voting Record Date, as evidenced by the applicable records. Votes submitted by a Nominee will not be counted in excess of the amount of such Senior Unsecured Notes Claims, Existing LP Common Units, Existing REIT Preferred Stock, and Existing REIT Common Stock held by such Nominee as of the Voting Record Date;
b. if conflicting votes or “over votes” are submitted by a Nominee, the Debtors will use reasonable efforts to reconcile discrepancies with the Nominees;
c. if over votes on a Class 7 Master Ballot or Equity Master Ballot are not reconciled prior to the preparation of the vote certification, the Debtors shall apply the votes to accept and to reject the Plan in the same proportion as the votes to accept and to reject the Plan submitted on the Class 7 Master Ballot or Equity Master Ballot that contained the over-vote, but only to the extent of the Nominee’s position in the relevant class; and
d. a single Nominee may complete and deliver to the Voting Agent multiple Class 7 Master Ballots and Equity Master Ballots. Votes reflected on multiple Class 7 Master Ballots and Equity Master Ballots will be counted, except to the extent that they are duplicative of other Class 7 Master Ballots and Equity Master Ballots. If two or more Class 7 Master Ballots or two or more Equity Master Ballots are inconsistent, the last dated, valid Class 7 Master Ballot or Equity Master Ballot received prior to the Voting Deadline will, to the extent of such inconsistency, supersede and revoke any prior dated Class 7 Master Ballot or Equity Master Ballot.
64. Each holder of Claims or Interests that votes to accept or reject the Plan is deemed to have voted the full amount of its Claim or Interest therefor.
65. Unless waived, any defects or irregularities in connection with deliveries of Ballots must be cured within such time as the Debtors (or the Bankruptcy Court) determines.
Neither the Debtors nor any other person or entity will be under any duty to provide notification of defects or irregularities with respect to delivered Ballots, nor will any of them incur any
liabilities for failure to provide such notification. Delivery of such Ballots will not be deemed to have been made until such irregularities have been cured or waived. Ballots previously furnished (and as to which any irregularities have not theretofore been cured or waived) will be invalidated.
66. The Debtors and/or their Voting Agent, as applicable, are authorized to determine all questions as to the validity, form, eligibility (including time of receipt), acceptance, and revocation or withdrawals of Ballots, which determination will be final and binding.
67. The Debtors are authorized to reject any and all Ballots submitted by any of their respective creditors not in proper form, the acceptance of which would, in the opinion of the Debtors or their counsel, as applicable, be unlawful.
68. The Debtors are further authorized to reserve their respective rights to waive any defects or irregularities or conditions of delivery as to any particular Ballot by any of their Claim or Interest holders. The interpretation (including the Ballot and the respective instructions thereto) by the applicable Debtor in accordance with the foregoing sentence will be final and binding on all parties.
69. Any class that contains claims entitled to vote but for which no votes are returned for such class shall be deemed to have accepted the Plan.
70. The Debtors or their Voting Agent shall file the Ballot Certification on or before August 2, 2021.
Potential Reclassification of Holders of Property-Level Guarantee Claims 71. The Debtors shall solicit holders of Property-Level Guarantee Claims, other than Property-Level Guarantee Settlement Claims, as Class 7 Unsecured Claims which are Impaired and entitled to vote on the Plan. To the extent any such holders of Property-Level Guarantee Claims reaches a settlement with the Debtors, such holder’s Claim shall be reclassified
as a Class 6 Property-Level Guarantee Settlement Claim. Upon reclassification, the Debtors shall send such holder a Notice of Non-Voting Status and any Class 7 Ballot previously submitted by such holder will not be counted.
72. No later than seven (7) days prior to the Voting Deadline, the Debtors shall file a notice with the Court listing which Property-Level Guarantee Claims are (a) Class 6 – Property-Level Guarantee Settlement Claims, which are Unimpaired under the Plan and not entitled to vote, and (b) Class 7 – Unsecured Claims, which are Impaired under the Plan and entitled to vote.
Approval of Notices to Contract and Lease Counterparties
73. The procedures set forth in the Motion regarding notice to all parties of the assumption of the applicable Debtors’ executory contracts and unexpired leases are APPROVED.
74. All other notices to be provided pursuant to the procedures set forth in the Motion shall constitute good and sufficient notice to all parties in interest of all matters pertinent to the assumption of the applicable Debtors’ executory contracts and unexpired leases.
Objection Procedures
75. The deadline to object or respond to confirmation of the Plan shall be July 26, 2021 at 4:00 p.m. (Prevailing Central Time) (the “Plan Objection Deadline”).
76. Objections and responses, if any, to confirmation of the Plan, must: (i) be in writing; (ii) conform to the Bankruptcy Rules and the Local Rules; (iii) set forth the name of the objecting party, the nature and amount of Claims or Interests held or asserted by the objecting party against the Debtors’ estates or property; the basis for the objection, and the specific grounds therefor; and (iv) be filed with the Bankruptcy Court, together with proof of service.
77. Registered users of this Bankruptcy Court’s case filing system must electronically file their objections and responses on or before the Plan Objection Deadline. All other parties in interest must file their objections and responses in writing with the United States Bankruptcy Court Clerk’s Office, 515 Rusk Avenue, Courtroom 400, 4th Floor, Houston, Texas 77002, on or before the Plan Objection Deadline.
78. Pursuant to Bankruptcy Rule 3020(b), if no objection is timely filed, this Bankruptcy Court may determine that the Plan has been proposed in good faith and not by any means forbidden by law without receiving evidence on such issues.
79. Objections to confirmation of the Plan that are not timely filed, served, and actually received in the manner set forth above shall not be considered and shall be deemed overruled.
80. The Debtors and any parties in interest are authorized to file and serve replies to any timely objections or responses, which may be an omnibus reply to any such objections, along with a brief in support of confirmation of the Plan (the “Confirmation Brief”) either separately or in a single, consolidated document on or before August 10, 2021.
Plan Supplement
81. The Debtors are authorized to file the Plan Supplement with the Bankruptcy Court by July 19, 2021 (the “Plan Supplement Filing Deadline”).
The Confirmation Hearing
82. The Confirmation Hearing shall be held on August 11, 2021 at 9:00 a.m.
(Prevailing Central Time); provided, that the Confirmation Hearing may be adjourned or continued from time to time by the Bankruptcy Court or the Debtors without further notice other than
adjournments announced in open Bankruptcy Court or as indicated in any notice of agenda of matters scheduled for hearing filed by the Debtors with the Bankruptcy Court.
Confirmation Hearing Notice
83. The Confirmation Hearing Notice substantially in the form attached hereto as Exhibit 1 is APPROVED.
84. The form and proposed manner of service of the Confirmation Hearing Notice comply with all applicable Bankruptcy Rules and Local Rules, and no further notice is necessary.
85. The Debtors are authorized, in their discretion, to give supplemental publication notice of the Confirmation Hearing, no later than 28 days prior to the Confirmation Hearing, in the Chattanooga Times Free Press and the national edition of The New York Times.
General
86. All rights and objections of the Securities Plaintiffs with respect to the releases set forth in the Plan, including the right to object to such releases in connection with confirmation, are fully reserved.
87. The Debtors are authorized to make non-substantive changes to the Disclosure Statement, the Plan, the Ballots, and related documents without further order of the Bankruptcy Court including, without limitation, changes to correct typographical and grammatical errors and to make conforming changes among the Disclosure Statement, the Plan, and any other materials in the Solicitation Packages prior to mailing.
88. The Debtors are authorized to take all actions necessary or appropriate to carry out the relief granted pursuant to this Order in accordance with the Motion.
89. This Court shall retain jurisdiction to hear and determine all matters arising from or related to the implementation, interpretation, or enforcement of this Order.
Signed:
____________________________________
DAVID R. JONES
UNITED STATES BANKRUPTCY JUDGE May 26, 2021.
Exhibit 1
Confirmation Hearing Notice
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)
§
NOTICE OF (I) APPROVAL OF DISCLOSURE STATEMENT, (II) ESTABLISHMENT OF VOTING RECORD DATE, (III) HEARING ON
CONFIRMATION OF THE PLAN, (IV) PROCEDURES AND DEADLINE FOR OBJECTING TO THE CONFIRMATION OF THE PLAN, AND
(V) PROCEDURES AND DEADLINE FOR VOTING ON THE PLAN TO PARTIES IN INTEREST IN THE CHAPTER 11 CASES OF:
Debtor Case Number
CBL/Sunrise Commons, L.P. 20-35225 (DRJ)
CBL & Associates Properties, Inc. 20-35226 (DRJ)
CBL Holdings I, Inc. 20-35227 (DRJ)
CBL Holdings II, Inc. 20-35228 (DRJ)
CBL & Associates Limited Partnership 20-35229 (DRJ) CBL & Associates Management, Inc. 20-35230 (DRJ)
Akron Mall Land, LLC 20-35267 (DRJ)
Alamance Crossing II, LLC 20-35268 (DRJ)
Alamance Crossing, LLC 20-35269 (DRJ)
APWM, LLC 20-35270 (DRJ)
Arbor Place Limited Partnership 20-35231 (DRJ)
Asheville, LLC 20-35271 (DRJ)
Brookfield Square Joint Venture 20-35272 (DRJ) Brookfield Square Parcel, LLC 20-35273 (DRJ) CBL Eagle Point Member, LLC 20-35274 (DRJ)
CBL HP Hotel Member, LLC 20-35275 (DRJ)
CBL RM-Waco, LLC 20-35232 (DRJ)
CBL SM-Brownsville, LLC 20-35233 (DRJ)
CBL Statesboro Member, LLC 20-35276 (DRJ)
CBL Walden Park, LLC 20-35277 (DRJ)
1 A complete list of the Debtors in these chapter 11 cases may be obtained on the website of the Debtors’ proposed 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.
Debtor Case Number
CBL/Brookfield I, LLC 20-35278 (DRJ)
CBL/Brookfield II, LLC 20-35279 (DRJ)
CBL/Cherryvale I, LLC 20-35282 (DRJ)
CBL/Citadel I, LLC 20-35283 (DRJ)
CBL/Citadel II, LLC 20-35284 (DRJ)
CBL/EastGate I, LLC 20-35285 (DRJ)
CBL/EastGate II, LLC 20-35286 (DRJ)
CBL/EastGate Mall, LLC 20-35287 (DRJ)
CBL/Fayette I, LLC 20-35288 (DRJ)
CBL/Fayette II, LLC 20-35295 (DRJ)
CBL/GP Cary, Inc. 20-35296 (DRJ)
CBL/GP II, Inc. 20-35307 (DRJ)
CBL/GP V, Inc. 20-35309 (DRJ)
CBL/GP VI, Inc. 20-35311 (DRJ)
CBL/GP, Inc. 20-35314 (DRJ)
CBL/Gulf Coast, LLC 20-35316 (DRJ)
CBL/Imperial Valley GP, LLC 20-35234 (DRJ)
CBL/J I, LLC 20-35318 (DRJ)
CBL/J II, LLC 20-35320 (DRJ)
CBL/Kirkwood Mall, LLC 20-35235 (DRJ)
CBL/Madison I, LLC 20-35236 (DRJ)
CBL/Monroeville Expansion I, LLC 20-35321 (DRJ) CBL/Monroeville Expansion II, LLC 20-35324 (DRJ) CBL/Monroeville Expansion III, LLC 20-35326 (DRJ) CBL/Monroeville Expansion Partner, L.P. 20-35280 (DRJ) CBL/Monroeville Expansion, L.P. 20-35289 (DRJ)
CBL/Monroeville I, LLC 20-35291 (DRJ)
CBL/Monroeville II, LLC 20-35292 (DRJ)
CBL/Monroeville III, LLC 20-35293 (DRJ)
CBL/Monroeville Partner, L.P. 20-35298 (DRJ)
CBL/Monroeville, L.P. 20-35299 (DRJ)
CBL/Nashua Limited Partnership 20-35300 (DRJ)
CBL/Old Hickory I, LLC 20-35301 (DRJ)
CBL/Old Hickory II, LLC 20-35302 (DRJ)
CBL/Parkdale Crossing GP, LLC 20-35303 (DRJ) CBL/Parkdale Crossing, L.P. 20-35304 (DRJ)
CBL/Parkdale Mall GP, LLC 20-35305 (DRJ)
CBL/Parkdale, LLC 20-35306 (DRJ)
CBL/Penn Investments, LLC 20-35310 (DRJ)
CBL/Regency I, LLC 20-35560 (DRJ)
CBL/Richland G.P., LLC 20-35237 (DRJ)
Debtor Case Number CBL/Sunrise Commons GP, LLC 20-35312 (DRJ)
CBL/Sunrise GP, LLC 20-35238 (DRJ)
CBL/Sunrise Land, LLC 20-35313 (DRJ)
CBL/Sunrise XS Land, L.P. 20-35315 (DRJ)
CBL/Westmoreland I, LLC 20-35239 (DRJ)
CBL/Westmoreland II, LLC 20-35240 (DRJ)
CBL/Westmoreland, L.P. 20-35241 (DRJ)
CBL-840 GC, LLC 20-35317 (DRJ)
Charleston Joint Venture 20-35319 (DRJ)
Cherryvale Mall, LLC 20-35242 (DRJ)
Coolsprings Crossing Limited Partnership 20-35322 (DRJ) Cross Creek Anchor S GP, LLC 20-35323 (DRJ)
Cross Creek Anchor S, LP 20-35325 (DRJ)
CW Joint Venture, LLC 20-35243 (DRJ)
Dakota Square Mall CMBS, LLC 20-35328 (DRJ)
Development Options, Inc. 20-35330 (DRJ)
D'Iberville CBL Land, LLC 20-35327 (DRJ)
Dunite Acquisitions, LLC 20-35333 (DRJ)
East Towne Parcel I, LLC 20-35335 (DRJ)
EastGate Anchor S, LLC 20-35336 (DRJ)
EastGate Company 20-35339 (DRJ)
Eastland Anchor M, LLC 20-35341 (DRJ)
Eastland Holding I, LLC 20-35343 (DRJ)
Eastland Holding II, LLC 20-35345 (DRJ)
Eastland Mall, LLC 20-35347 (DRJ)
Eastland Member, LLC 20-35348 (DRJ)
Fayette Middle Anchor, LLC 20-35350 (DRJ)
Fayette Plaza CMBS, LLC 20-35334 (DRJ)
Frontier Mall Associates Limited Partnership 20-35244 (DRJ)
GCTC Peripheral IV, LLC 20-35337 (DRJ)
Gunbarrel Commons, LLC 20-35338 (DRJ)
Hamilton Place Anchor S, LLC 20-35342 (DRJ) Hammock Landing/West Melbourne, LLC 20-35344 (DRJ)
Hanes Mall Parcels, LLC 20-35346 (DRJ)
Harford Mall Business Trust 20-35349 (DRJ) Henderson Square Limited Partnership 20-35351 (DRJ) Hickory Point Outparcels, LLC 20-35352 (DRJ)
Hixson Mall, LLC 20-35245 (DRJ)
Imperial Valley Commons, L.P. 20-35357 (DRJ) Imperial Valley Mall GP, LLC 20-35246 (DRJ) Imperial Valley Mall II, L.P. 20-35247 (DRJ)
Debtor Case Number
Imperial Valley Mall, L.P. 20-35248 (DRJ)
Imperial Valley Peripheral L.P. 20-35358 (DRJ)
IV Commons, LLC 20-35361 (DRJ)
IV Outparcels, LLC 20-35364 (DRJ)
Jefferson Anchor M, LLC 20-35367 (DRJ)
Jefferson Anchor S, LLC 20-35369 (DRJ)
Jefferson Mall Company II, LLC 20-35359 (DRJ) JG Gulf Coast Town Center LLC 20-35360 (DRJ)
JG Winston-Salem, LLC 20-35249 (DRJ)
Kirkwood Mall Acquisition LLC 20-35251 (DRJ)
Kirkwood Mall Mezz LLC 20-35250 (DRJ)
Laurel Park Retail Holding LLC 20-35362 (DRJ) Laurel Park Retail Properties LLC 20-35363 (DRJ) Layton Hills Mall CMBS, LLC 20-35252 (DRJ)
Lexington Joint Venture 20-35365 (DRJ)
LHM-Utah, LLC 20-35370 (DRJ)
Madison Joint Venture, LLC 20-35254 (DRJ)
Madison/East Towne, LLC 20-35256 (DRJ)
Madison/West Towne, LLC 20-35257 (DRJ)
Mall del Norte, LLC 20-35258 (DRJ)
Mayfaire GP, LLC 20-35253 (DRJ)
Mayfaire Town Center, LP 20-35255 (DRJ)
MDN/Laredo GP, LLC 20-35259 (DRJ)
Meridian Mall Limited Partnership 20-35373 (DRJ)
Mid Rivers Land LLC 20-35374 (DRJ)
Mid Rivers Mall CMBS, LLC 20-35375 (DRJ)
Monroeville Anchor Limited Partnership 20-35376 (DRJ)
Montgomery Partners, L.P. 20-35378 (DRJ)
Mortgage Holdings, LLC 20-35261 (DRJ)
Multi-GP Holdings, LLC 20-35265 (DRJ)
North Charleston Joint Venture II, LLC 20-35379 (DRJ)
Northgate SAC, LLC 20-35382 (DRJ)
Northpark Mall/Joplin, LLC 20-35384 (DRJ)
Old Hickory Mall Venture 20-35387 (DRJ)
Old Hickory Mall Venture II, LLC 20-35388 (DRJ)
Parkdale Anchor M, LLC 20-35389 (DRJ)
Parkdale Crossing Limited Partnership 20-35390 (DRJ) Parkdale Mall Associates, L.P. 20-35391 (DRJ)
Parkdale Mall, LLC 20-35394 (DRJ)
Parkway Place Limited Partnership 20-35395 (DRJ)
Parkway Place SPE, LLC 20-35398 (DRJ)
