EX-99.2 5 cbl-ex992_8.htm EX-99.2

Exhibit 99.2

Privileged & Confiden tial Draft

Attorney-Client Work Product / 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

Septe m b er 3, 2020

CBL & A ssociates Properties, I nc.

Term Sheet

FIDENTIAL 1

© 2020, Ducera Partners LLC / CON

Privileged & Confiden tial Draft

Attorney-Client Work Product / 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

Restructuring T e rm Sheet

|  | 9/3/20 Term S h eet
Treatment of Equity Treatment of Notes Treatment of C re d it Facility | Principal Amount |  | ~$1.123 bi ll i on (combi n ed curre ntly o u tstandi ng re volv er and t erm loan amo u nt); to be p a r t i ally p a id do wn at close of t r ansa c t i on as not ed be low
Term |  | Five-year term, structured as a three-year term with two one-year extension options
Commi tme nt F ee |  | 50bps at close, additional 25bps upon each extension
Rate |  | L+375bps coupon, 25bps LIBOR floor
Amortization |  | $75 million per annum for years one to three, $85 million per annum for years four and five, as applicable
Collat er al Supp o rt |  | First priority liens on existing borrowing base properties and additional properti es totaling ~$166 million in projected 2021 NOI; properties outlined on the following page Pledges of or guarantees from any properties with first priority liens / pledges / guarantees granted to the New Notes; properties to consist of unencumbered assets not listed on the following page Pari passu guarantees on all other properties with guarantees granted to the New Notes up to an amount equal to the face value of the existing Credit Facility; properties include all other JV and mo r tgage e nt i ty pr o per t i es
Cov e nants |  | Mi n imum debt yie ld of 10% fr om Sep t emb er 30, 2020 to Sep t emb er 30, 2021; 12% there aft er Mi n imum ca pex/TI/re d e v e l o pme nt spe nd at the b o rr o wi ng b ase pr o per t ies; to be de t ermi n ed b ased on ei ther a perce ntage of ann u al spe nd or a fixed dollar amo u nt Other non-fi nanci al cov e nants simi lar to curre nt Credit Faci l i ty Cov e nant hol iday TBD follo wi ng close of the t r ansact i on
ECF Sweep |  | 100% of all excess cash flow (to be defi n ed) to p ay do wn the Credit Faci l i ty b alance
Restricted Payme nts |  | Dividends and other payments to be restricted to the minimum amount required to maintain REIT status with dividends payable in stock where allowed
Cash Consider at i on |  | Borrower shall make a principal payment at closing in the amount of $24 million applied to the Credit Facility
Wa i v er of Base R ate Int erest and Defa u lt Int erest |  | If Borrower complies with the closing conditions, the Lenders shall waive the ~$17 million in retroactive Base Rate interest having accrued from July 1, 2019 plus any and all Default Interest having accrued
Principal Amount |  | $500 million
Term |  | Eight-ye ar t erm (Ju ne 2028 mat uri ty)
Rate |  | 8.00% coupon
Collat er al Supp o rt |  | First priority liens on, pledges of, or guarantees from properties totaling ~$76 million in projected 2021 NOI consisting of consisting of ~$47 million of first priority liens against certain unencumber ed properties, ~$5 million of priority guarantees from certain unencumber ed prop e rties, ~$15 million of priority guarantee / equity pledges from certain unencumber ed properties, and ~$9 million of first priority liens against certain unencumbered properties that may be released by the Board of Directors Guarantees from any properties with first priority liens granted to the Credit Facility; properties outlined on the following page Pari passu guarantees on all other properties with guarantees granted to the Credit Facility up to an amount equal to the face value of the New Notes; properties include all other JV and mortgage entity properties
Cash Consider at i on |  | Up to $50 mi ll i on cash p ayme nt made to credi to rs at close of the t r ansact i on
Equi ty Consider at i on |  | 90.0% of reorganized equity
Equi ty Consider at i on |  | 10.0% of re o rgan i z ed equi ty Three series of warrants exercisab le for 20.0% of reorganized equity

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© 2020, Ducera Part ners LLC / CON FID EN TI AL

Privileged & Confiden tial Draft

Attorney-Client Work Product / 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

New Cr edit F ac ili ty B o rr o w ing Base Pr ope r t ies

The pro perties below would supp ort the Credit Fa cility through a f irst priority lien

($ in millio n s)

Propert ies A ll ocat ed to Cre d it Fac i l i ty

Att rib u tab le

Property Li st N OI

B o rr o w i n g B a s e C o ll a t e r al

Ex i s t i ng B o rr o w i ng Base $1 22.8

E x i s t i n g B o rr o w i n g B a s e Pr o p e r t ie s $1 22.8

A dd i t i o n al C o ll a t e r al

Alaman ce C r o ssing – West

Br oo k f ie ld S q uare

Coo l s pr i n gs Cr o ss i ng

Fr o n t ier S q uare

Gu n barr el P o i nt

Park way Place

Pearland T o wn C e n t er - H CA O ff i ce

Pearland T o wn C e n t er – R e s i d e n c es

Sh o pp es @ S t. C lair

So u thaven T o w ne C e n t er

So u thaven T o w ne C e n t er - S e lf D e v e l o p m e nt

St. C lair Sq uare

Su n r i se C o mm o ns

Valley View Mall

We s tGate C r o ss i ng

W e s t T o w n e C r o ss i n g

To tal A dd i t i o nal C o llat e ral $43.7

To tal N OI $1 66.4

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© 2020, Ducera Part ners LLC / CON FID EN TI AL

Privileged & Confiden tial Draft

Attorney-Client Work Product / 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

Di sc l a imer

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.

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© 2020, Ducera Part ners LLC / CON FID EN TI AL