EX-99.4 8 cbl-ex994_7.htm EX-99.4

August 5, 2020 Term Sheet

Term Sheet Company Proposal (8/5/2020) BANK FACILITY Extension of maturity to December 2027 Increase in amortization from $35mm to $49mm starting in 2021 Interest rate: L+225, 1% LIBOR floor Relief on covenants (see page 2) Additional collateral sufficient to bring total projected 2021E NOI to ~$144mm Limited parent guarantee for any deficiency claim SENIOR UNSECURED NOTES Cash consideration of $80mm1 ($[TBD]mm in form of consent/forbearance fee) Takeback 1L debt of $500mm due June 2028 Coupon rate: 10.00% Liens on unencumbered assets and unsecured guarantees from certain entities Baskets to remove collateral TBD, and based upon release prices to be negotiated Liens on cash and treasuries 105% call protection for the first 18 months, no call for the next 3 years, 105% for the next year, and 102.5% for the next year Bankruptcy make-whole Asset sale provision at 102 pay down No maintenance covenants Incurrence test for Total Debt/Total Assets (excludes outparcels) Ability to form JVs with contributed land from collateral so long as JVs remain as credit support 90% of post-emergence equity2 PREFERRED EQUITY If preferred holders vote in favor of the transaction, TBD split of 10% of reorganized common equity2 to be shared with existing common equity and TBD split of warrants If preferred holders vote against the transaction as a class, preferred holders shall recover zero Cash out option for preferred shares (TBD) COMMON EQUITY & SPECIAL COMMON UNITS If common equity holders and special common units vote in favor of the transaction as a class, TBD split of 10% of reorganized common equity2 Three warrant packages (TBD split between preferred and common): Package A: 6.67% 3-year warrants with strike where bonds recover 80% Package B: 6.67% 4-year warrants with strike where bonds recover 95% Package C: 6.67% 5-year warrants with strike where bonds recover 110% If common equity holders vote against the transaction as a class, common equity holders shall recover zero Includes June 2020 interest payment of $30.4mm Subject to dilution from [10]% MIP and warrants [ ]

To accomplish the exchange and successfully delever the its balance sheet, CBL requests the following from the Credit Facility lenders Waive re-appraisal requirement in 2/22 No minimum liquidity Flexibility under investments covenant to make investments in JVs without restriction 80% occupancy rate carveout to be discussed Covenant amendments Proposed Amendments to Credit Facility Agreement To include fair value at closing (fresh start GAAP accounting); not adjusted for later fair value due to impairments Tested quarterly with holiday through Q3 2021; to be tested starting Q4 2021 COMPANY PROPOSED AMENDMENTS [ ]