EX-99.1 3 d60607dex991.htm EX-99.1

Exhibit 99.1

Project Scenic BONDHOLDER PROPOSAL December 8, 2020 Privileged & Confidential Prepared at the Direction of Counsel Subject to Material Change Subject to FRE 408

Privileged & Confidential Prepared at the Direction of Counsel Subject to Material Change Subject to FRE 408 Bondholder Term Sheet Proposal Summary Non-Consensual Consensual > $950mm New Term Loan consisting of $837mm pro rata > $925mm New Term Loan Collateral value and $113mm recovery on deficiency claim 5.0% (1) of $145mm $20mm amortization per year L + 300bps; 50bps floor 6-year maturity No amortization No CBL LP guarantee 7-year maturity No additional collateral, but New Term Loan is No CBL LP guarantee supported by existing collateral including the portion of Banks No additional collateral, but New Term Loan is collateral allocable to the Credit Facility Claims of the ($982mm) supported by existing collateral including the portion of Consenting Crossholders collateral allocable to the Credit Facility Claims of the Covenants: To be negotiated Existing Consenting Crossholders > $50mm cash Credit Covenants: None > $7mm discount Facility > In addition, if the Bankruptcy Court determines that, in order for the Plan to be confirmed, the Banks must receive a greater recovery in satisfaction of their deficiency claims, such additional recovery will be in the form of New Common Equity Interests or New Preferred Stock > 95% recovery in a combination of New Preferred Equity > $[82.5 – 95]mm New Notes and cash and cash, on $113mm of pro rata collateral (i.e. Consenting Pari guarantees and same collateral as $500mm New $107.7mm) Notes to bonds Crossholders (2) (3) (3) ($133mm) > New Common Equity worth $15mm > [10 – 20]% of New Common Equity Same recovery as 78% Bank recovery on deficiency claim ($20mm crossholder deficiency claim) > None > $500mm New Notes 10.0% Secured Notes 2028 maturity Secured by the Debtors’ assets other than those Existing pledged to support the New Term Loan Notes > $650mm New Preferred Equity > None Preferred [TBD]% dividend > 90% less amount to Conse (2) (3) (3) Common nting Crossholders > 90% less amount to Consenting Crossholders Cash > None > $50mm (1) Amounts to be adjusted based on collateral value. (2) Subject to adjustment based on Bankruptcy Court’s determinations regarding the quantum and recovery entitlements relating to the Bank unsecured deficiency claims. (3) Subject to dilution from MIP. 2

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