EX-99.3 7 cbl-ex993_6.htm EX-99.3

FIDENTIAL 1 Exhibit 99.3 Confidential Draft Subject to FRE 408 & Similar Provisions Subject to Provisions in the Pre-Negotiation Agreement dated April 22, 2020 Preliminary Analysis – Subject to Material Revision Not for Further Distribution July 20, 2020 CBL & Associates Properties, Inc. Discussion Materials © 2020, Ducera Partners LLC / CON

Confidential Draft Subject to FRE 408 & Similar Provisions Subject to Provisions in the Pre-Negotiation Agreement dated April 22, 2020 Preliminary Analysis – Subject to Material Revision Not for Further Distribution Credit Facility Counterproposal ($ in millions) Cash Consideration Debt Consideration unencumbered entities noteholders Equity Consideration Notes: (1) Incremental NOI to include a mix of asset classes (malls, associated centers, outparcels) to be allocated proportionally (2) Determined assuming that the REIT will meet its distribution requirement by distributing stock dividends to the maximum extent permitted 2 © 2020, Ducera Partners LLC / CONFIDENTIAL Post-Emergence Ownership 90% - 90% - Amount $500 $1,123 $400 $1,123 Coupon 10% L + 2.25% 10% 10% Amortization - $45 - - Liens NOI Debt Yield Second Lien First liens on unencumbered assets with: $86 17% No second liens First liens on existing security plus unencumbered assets for total: $140 12% No second liens First liens on unencumbered assets with: ~$66 16% Second liens on all Bank Lender collateral First liens on existing security plus unencumbered assets for total: ~$176(1) 16% Second liens on all Unsecured Lender collateral Guarantees Unsecured guarantees from all unencumbered entities Limited Parent guarantee Unsecured guarantees from all unencumbered entities Unsecured guarantees from all Protection Market call protection; Bankruptcy make-whole protection None To be discussed Same treatment as unsecured Covenants No maintenance; incurrence only Total Debt/Total Assets (TBD); Debt Yield Cash Trap (>10%); Debt Yield Default (>9%) No maintenance; incurrence only Total Debt/Total Assets (TBD); Debt Yield Cash Trap (>13.5%); Debt Yield Default (>11%) Restricted Payment Limitations N/A N/A N/A Distributions limited to the minimum amount of cash that is required to be distributed by the REIT/Borrower with respect to a taxable year in order to maintain REIT status(2) Maturity June 2028 December 2027 June 2028 December 2024 Consent/Forbearance (%) 6% - 3% 3% Consent/Forbearance ($) $80 - $41 $34 Compan y Pr oposal ( 7/ 17) Coun ter pr oposal Un secu r ed Len der s Ban k Len der s Un secu r ed Len der s Ban k Len der s

Confidential Draft Subject to FRE 408 & Similar Provisions Subject to Provisions in the Pre-Negotiation Agreement dated April 22, 2020 Preliminary Analysis – Subject to Material Revision Not for Further Distribution Disclaimer The information herein has been prepared exclusively for Recipients by Ducera Partners LLC ("Ducera"). The information contained herein is based on publicly available sources and materials provided by counsel and Ducera has not assumed any responsibility for independently verifying such information. No representation or warranty, express or implied, is or will be made, and no responsibility or liability is or will be accepted, by Ducera or by any of its officers, directors or agents as to or in relation to the accuracy or completeness of any information contained herein. In furnishing this information, Ducera undertakes no obligation to provide Recipients with access to additional information, to update any information contained herein, or to correct any inaccuracies herein. These materials and the information contained herein are confidential and may not be disclosed publicly or made available to third parties without the prior written consent of Ducera. 3 © 2020, Ducera Partners LLC / CONFIDENTIAL