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SHAREHOLDERS' EQUITY AND PARTNERS' CAPITAL | 12 Months Ended
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Dec. 31, 2020
Equity [Abstract] |
SHAREHOLDERS' EQUITY AND PARTNERS' CAPITAL | NOTE 10. SHAREHOLDERS’ EQUITY AND PARTNERS' CAPITAL Common Stock and Common Units The Company's authorized common stock consists of 350,000,000 shares at $0.01 par value per share. The Company had 196,569,917 and 174,115,111 shares of common stock issued and outstanding as of December 31, 2020 and 2019, respectively. Partners in the Operating Partnership hold their ownership through common and special common units of limited partnership interest, hereinafter referred to as "common units." A common unit and a share of CBL's common stock have essentially the same economic characteristics, as they effectively participate equally in the net income and distributions of the Operating Partnership, except for certain special common units as disclosed in Note 11. For each share of common stock issued by CBL, the Operating Partnership has issued a corresponding number of common units to CBL in exchange for the proceeds from the stock issuance. The Operating Partnership had 201,687,773 and 200,189,077 common units outstanding as of December 31, 2020 and 2019, respectively. Each limited partner in the Operating Partnership has the right to exchange all or a portion of its common units for shares of CBL's common stock, or at the Company's election, their cash equivalent. When an exchange for common stock occurs, the Company assumes the limited partner's common units in the Operating Partnership. The number of shares of common stock received by a limited partner of the Operating Partnership upon exercise of its exchange rights will be equal, on a one-for-one basis, to the number of common units exchanged by the limited partner. If the Company elects to pay cash, the amount of cash paid by the Operating Partnership to redeem the limited partner's common units will be based on the five-day trailing average of the trading price, at the time of exchange, of the shares of common stock that would otherwise have been received by the limited partner in the exchange. However, for so long as the current distribution suspension results in the existence of a distribution shortfall (as described in the Partnership Agreement of the Operating Partnership) with respect to any of the S-SCUs, the L-SCUs or the K-SCUs (an “SCU Distribution Shortfall”), the Company may not elect to settle any exchange requested by a holder of common units of the Operating Partnership in cash, and may only settle any such exchange through the issuance of shares of common stock or other units of the Operating Partnership ranking junior to any such units as to which a distribution shortfall exists. The Company’s Board of Directors has prospectively approved that to the extent any partners exercise any or all of their exchange rights while the existence of the SCU Distribution Shortfall requires any exchange to be settled through the issuance of shares of common stock or other units of the Operating Partnership, the consideration paid shall be in the form of shares of common stock. Neither the common units nor the shares of CBL's common stock are subject to any right of mandatory redemption. Pursuant to the terms of the Series L special common units of limited partnership interest, the Series L special common units began receiving distributions equal to those on the common units beginning on June 1, 2020. Earnings per Unit of the Operating Partnership The following table presents basic and diluted EPU for common and special common units for the years ended December 31, 2020, 2019 and 2018 (in thousands, except per unit data):
|  | Year Ended December 31, |
|  |  | 2020 |  |  |  | 2019 |  |  |  | 2018 |
Net Loss Attributable to Common Unitholders |  | $ | (352,256 | ) |  | $ | (177,352 | ) |  | $ | (143,148 | )
Distributions to Common Unitholders - Declared Only |  |  | — |  |  |  | (14,638 | ) |  |  | (131,256 | )
Distributions to Special Common Unitholders - Declared and Undeclared |  |  |  |  |  |  |  |  |  |  |  |
Common units issued on conversion of SCUs |  |  | — |  |  |  | (133 | ) |  |  | (1,249 | )
S-SCUs |  |  | (3,810 | ) |  |  | (4,572 | ) |  |  | (4,572 | )
L-SCUs |  |  | (433 | ) |  |  | (1,732 | ) |  |  | (1,732 | )
K-SCUs |  |  | (2,746 | ) |  |  | (3,375 | ) |  |  | (3,393 | )
Total Undistributed Losses Available to Common and Special Common Unitholders |  | $ | (359,245 | ) |  | $ | (201,802 | ) |  | $ | (285,350 | )
Distributed Earnings: |  |  |  |  |  |  |  |  |  |  |  |
Common units issued on conversion of SCUs |  | $ | — |  |  | $ | 133 |  |  | $ | 1,249 |
S-SCUs |  |  | 3,810 |  |  |  | 4,572 |  |  |  | 4,572 |
L-SCUs |  |  | 433 |  |  |  | 1,732 |  |  |  | 1,732 |
K-SCUs |  |  | 2,746 |  |  |  | 3,375 |  |  |  | 3,393 |
Common Units |  |  | — |  |  |  | 14,639 |  |  |  | 131,257 |
Undistributed Losses: |  |  |  |  |  |  |  |  |  |  |  |
Common units issued on conversion of SCUs |  | $ | — |  |  | $ | — |  |  | $ | — |
S-SCUs |  |  | — |  |  |  | — |  |  |  | — |
L-SCUs |  |  | — |  |  |  | — |  |  |  | — |
K-SCUs |  |  | — |  |  |  | — |  |  |  | — |
Common Units |  |  | (359,245 | ) |  |  | (201,802 | ) |  |  | (285,350 | )
Weighted Average: |  |  |  |  |  |  |  |  |  |  |  |
Common units issued on conversion of SCUs |  |  | 1,534 |  |  |  | 1,758 |  |  |  | 1,872 |
S-SCUs |  |  | 1,561 |  |  |  | 1,561 |  |  |  | 1,561 |
L-SCUs |  |  | 572 |  |  |  | 572 |  |  |  | 572 |
K-SCUs |  |  | 1,069 |  |  |  | 1,137 |  |  |  | 1,144 |
Common Units |  |  | 196,850 |  |  |  | 195,142 |  |  |  | 194,430 |
Basic EPU: |  |  |  |  |  |  |  |  |  |  |  |
Common units issued on conversion of SCUs |  | $ | — |  |  | $ | 0.08 |  |  | $ | 0.67 |
S-SCUs |  |  | 2.44 |  |  |  | 2.93 |  |  |  | 2.93 |
L-SCUs |  |  | 0.76 |  |  |  | 3.03 |  |  |  | 3.03 |
K-SCUs |  |  | 2.57 |  |  |  | 2.97 |  |  |  | 2.96 |
Common Units |  |  | (1.82 | ) |  |  | (0.96 | ) |  |  | (0.79 | )
Total Basic EPU |  | $ | (1.75 | ) |  | $ | (0.89 | ) |  | $ | (0.72 | )
Diluted EPU: |  |  |  |  |  |  |  |  |  |  |  |
Common units issued on conversion of SCUs |  | $ | — |  |  | $ | 0.08 |  |  | $ | 0.67 |
S-SCUs |  |  | 2.44 |  |  |  | 2.93 |  |  |  | 2.93 |
L-SCUs |  |  | 0.76 |  |  |  | 3.03 |  |  |  | 3.03 |
K-SCUs |  |  | 2.57 |  |  |  | 2.97 |  |  |  | 2.96 |
Common Units |  |  | (1.82 | ) |  |  | (0.96 | ) |  |  | (0.79 | )
Total Diluted EPU |  | $ | (1.75 | ) |  | $ | (0.89 | ) |  | $ | (0.72 | )
At-The-Market Equity Program On March 1, 2013, the Company entered into the Sales Agreements (collectively, the "Sales Agreements") with a number of sales agents to sell shares of CBL's common stock, having an aggregate offering price of up to $300,000, from time to time in the ATM equity offerings (as defined in Rule 415 of the Securities Act of 1933, as amended) or in negotiated transaction (the "ATM program"). In accordance with the Sales Agreements, the Company will set the parameters for the sales of shares, including the number of shares to be issued, the time period during which sales are to be made and any minimum price below which sales may not be made. The Sales Agreements provide that the sales agents will be entitled to compensation for their services at a mutually agreed commission rate not to exceed 2.0% of the gross proceeds from the sales of shares sold through the ATM program. For each share of common stock issued by CBL, the Operating Partnership issues a corresponding number of common units of limited partnership interest to CBL in exchange for the contribution of the proceeds from the stock issuance. The Company includes only share issuances that have settled in the calculation of shares outstanding at the end of each period. Since inception, the Company has sold $211,493 of common stock through the ATM program, at a weighted-average sales price of $25.12, generating net proceeds of $209,596, which were used to reduce the balances on the Company's credit facilities. Since the commencement of the ATM program, the Company has issued 8,419,298 shares of common stock and approximately $88,507 remains available that may be sold under this program as of December 31, 2020. The Company has not sold any shares under the ATM program since 2013. Actual future sales under this program, if any, will depend on a variety of factors including but not limited to market conditions, the trading price of CBL's common stock and the Company's capital needs. The Company has no obligation to sell the remaining shares available under the ATM program and currently is unable to use its shelf registration statement covering the sale of such shares. Common Unit Activity During 2020, the Company issued 20,956,110 shares of common stock to 31 holders of 20,956,110 common units and special common units of limited partnership interest in the Operating Partnership in connection with the exercise of the holders’ contractual exchange rights. During 2019, the Operating Partnership elected to pay cash of $96 to a holder of 72,592 common units in the Operating Partnership upon the exercise of the holder’s conversion rights. The Company also issued 611,847 shares of common stock to two holders of 611,847 common units of limited partnership interest in the Operating Partnership in connection with the exercise of the holders’ contractual exchange rights. During 2018, the Operating Partnership elected to pay cash of $2,246 to two holders of 526,510 common units in the Operating Partnership upon the exercise of their conversion rights. The Company also issued 915,338 shares of common stock to a holder of 915,338 common units of limited partnership interest in the Operating Partnership in connection with the exercise of the holder’s contractual exchange rights. Preferred Stock and Preferred Units The Company's authorized preferred stock consists of 15,000,000 shares at $0.01 par value per share. A description of the Company's cumulative redeemable preferred stock is listed below. The Operating Partnership issues an equivalent number of preferred units to CBL in exchange for the contribution of the proceeds from CBL to the Operating Partnership when CBL issues preferred stock. The preferred units generally have the same terms and economic characteristics as the corresponding series of preferred stock. The Company has 6,900,000 depositary shares, each representing 1/10th of a share of CBL's 6.625% Series E Preferred Stock with a par value of $0.01 per share, outstanding as of December 31, 2020 and 2019. The Series E Preferred Stock has a liquidation preference of $250.00 per share ($25.00 per depositary share). The dividends on the Series E Preferred Stock are cumulative, accrue from the date of issuance and are payable quarterly in arrears at a rate of $16.5625 per share ($1.65625 per depositary share) per annum. The Series E Preferred Stock generally has no stated maturity, is not subject to any sinking fund or mandatory redemption, and is not convertible into any other securities of the Company, except under certain circumstances in connection with a change of control. Owners of the depositary shares representing Series E Preferred Stock generally have no voting rights except under dividend default. The Company may redeem shares, in whole or in part, at any time for a cash redemption price of $250.00 per share ($25.00 per depositary share) plus accrued and unpaid dividends. The Company has 18,150,000 depositary shares, each representing 1/10th of a share of CBL's 7.375% Series D Preferred Stock with a par value of $0.01 per share, outstanding as of December 31, 2020 and 2019. The Series D Preferred Stock has a liquidation preference of $250.00 per share ($25.00 per depositary share). The dividends on the Series D Preferred Stock are cumulative, accrue from the date of issuance and are payable quarterly in arrears at a rate of $18.4375 per share ($1.84375 per depositary share) per annum. The Series D Preferred Stock has no stated maturity, is not subject to any sinking fund or mandatory redemption and is not convertible into any other securities of the Company. The Company may redeem shares, in whole or in part, at any time for a cash redemption price of $250.00 per share ($25.00 per depositary share) plus accrued and unpaid dividends. In December 2019, the Company announced the suspension of all future dividends on its 7.375% Series D Cumulative Redeemable Preferred Stock and 6.625% Series E Cumulative Redeemable Preferred Stock. Unpaid dividends on the Company’s preferred stock accrued without interest prior to the filing of the Chapter 11 Cases, after which the accrual ceased, and amounted to $37,410 and $11,223 at December 31, 2020 and 2019, respectively. The Company will review taxable income on a regular basis and take measures, if necessary, to ensure that it meets the minimum distribution requirements to maintain its status as a REIT. Dividends - CBL CBL paid a first quarter 2019 cash dividend on its common stock of $0.075 per share on April 16, 2019. Under the terms of a litigation settlement agreement, the Company did not pay any dividends to holders of its common shares payable in the third and fourth quarters of 2019 (see Note 16 for more information on the litigation settlement agreement). As noted above, in December 2019 the Company suspended all future dividends on its common stock and preferred stock, as well as distributions to all noncontrolling interest investors in its Operating Partnership (as noted below). No dividends may be paid on shares of the Company’s common stock unless (i) all accrued but unpaid dividends on its preferred stock, and any current dividend then due, have been paid in cash, or a cash sum sufficient for such payment has been set apart for payment and (ii) the SCU Distribution Shortfall created by its related suspension of distributions to noncontrolling interest investors in its Operating Partnership has likewise been remedied through the payment of distributions sufficient to satisfy such shortfall for all prior periods and the then-current period (thereby allowing the resumption of distributions on the common units in the Operating Partnership that are held by the Company, which fund its common stock dividends). The decision to declare and pay dividends on the Company’s common stock in the future, as well as the timing, amount and composition of any such future dividends, will be at the sole discretion of its board of directors. For purposes of determining net income (loss) attributable to common shareholders, the Company disclosed the cumulation of undeclared dividends on its Series D Preferred Stock and Series E Preferred Stock. The undeclared dividends on the Company’s Series D Preferred Stock and Series E Preferred Stock ceased to cumulate as of the Commencement Date as a result of the Chapter 11 Cases. For purposes of determining net income (loss) attributable to common unitholders, the Company disclosed the cumulation of undeclared distributions on its preferred units and special common units. The undeclared distributions on the preferred units and special common units ceased to cumulate as of the Commencement Date as a result of the Chapter 11 Cases. The allocations of dividends declared and paid for income tax purposes are as follows (income tax allocations are not applicable in 2020 due to the Company not paying any dividends in 2020):
|  | Year Ended December 31,
|  | 2019 |  |  |  | 2018 |  |
Dividends declared: |  |  |  |  |  |  |  |  |  |
Common stock |  | $ | 0.15 |  |  |  | $ | 0.80 |  | (1)
Series D preferred stock |  | $ | 13.83 |  |  |  | $ | 18.44 |  |
Series E preferred stock |  | $ | 12.42 |  |  |  | $ | 16.56 |  |
Allocations: |  |  |  |  |  |  |  |  |  |
Common stock |  |  |  |  |  |  |  |  |  |
Ordinary income |  |  | — | % |  |  |  | 82.83 | % |
Capital gains 25% rate |  |  | — | % |  |  |  | — | % |
Return of capital |  |  | 100.00 | % |  |  |  | 17.17 | % |
Total |  |  | 100.00 | % |  |  |  | 100.00 | % |
Preferred stock (2) |  |  |  |  |  |  |  |  |  |
Ordinary income |  |  | — | % |  |  |  | 100.00 | % |
Capital gains 25% rate |  |  | — | % |  |  |  | — | % |
Return of capital |  |  | 100.00 | % |  |  |  | — | % |
Total |  |  | 100.00 | % |  |  |  | 100.00 | % |
(1) | Of the $0.075 per share dividend declared on October 29, 2018 and paid January 16, 2019, $0.075 was reported and is taxable in 2019. |
(2) | The allocations for income tax purposes are the same for each series of preferred stock for each period presented. |
Distributions - The Operating Partnership The Operating Partnership paid first, second and third quarter 2019 cash distributions on its redeemable common units of $0.7322 per share on April 16, July 16 and October 16, 2019. The Operating partnership paid first quarter cash distributions on its common units of $0.075 per share on April 16, 2019. The Company suspended all future distributions by the Operating Partnership until further notice.

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- Definition The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(e)(1)) -URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.3-04) -URI http://asc.fasb.org/extlink&oid=120397183&loc=d3e187085-122770 Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -URI http://asc.fasb.org/topic&trid=2208762 + Details
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