EX-99.2 3 cbl-ex992_400.htm EX-99.2

Exhibit 99.2

IN THE UNITED STATES BANKRUPTCY COURT
FOR THE SOUTHERN DISTRICT OF TEXAS
HOUSTON DIVISION

| § |
In re: | § | Chapter 11
| § |
CBL & ASSOCIATES | § |
PROPERTIES, INC., et al., | § | Case No. 20-35226 (DRJ)
| § |
Debtors. 1 | § | (Jointly Administered)
| § | Re: Docket No. 1163, 1315, 1322, 1324

NOTICE OF FILING OF THIRD AMENDED PLAN
SUPPLEMENT FOR THIRD AMENDED JOINT CHAPTER 11 PLAN
OF CBL & ASSOCIATES PROPERTIES, INC. AND ITS AFFILIATED DEBTORS

PLEASE TAKE NOTICE THAT:

1.On July 19, 2021, CBL & Associates Properties, Inc. and its debtor affiliates, as debtors and debtors in possession in the above-captioned chapter 11 cases (collectively, the “Debtors”), filed the Notice of Filing of Plan Supplement for Third Amended Joint Chapter 11 Plan of CBL & Associates Properties, Inc. and Its Affiliated Debtors (Docket No. 1315), on July 21, 2021, the Debtors filed the Notice of Filing of Amended Plan Supplement for Third Amended Joint Chapter 11 Plan of CBL & Associates Properties, Inc. and Its Affiliated Debtors (Docket No. 1322), and on July 23, 2021, the Debtors filed the Notice of Filing Second Amended Plan Supplement for Third Amended Joint Chapter 11 Plan of CBL & Associates Properties, Inc. and Its Affiliated Debtors (Docket No. 1324) (collectively, and as may be amended or modified, the “Plan Supplement”) in connection with, and in accordance with, the (a) Third Amended Joint Chapter 11 Plan of CBL & Associates Properties, Inc. and Its Affiliated Debtors (with Technical Modifications), dated August 9, 2021 (Docket No. 1369) (as may be amended,

1 | A complete list of the Debtors in these chapter 11 cases may be obtained on the website of the Debtors’ claims and noticing agent at https://dm.epiq11.com/CBLProperties. The Debtors’ service address for the purposes of these chapter 11 cases is 2030 Hamilton Place Blvd., Suite 500, Chattanooga, Tennessee 37421.

modified, or supplemented, the “Plan”)2, (b) Amended Order (I) Approving Disclosure Statement and Form and Manner of Notice of Disclosure Statement Hearing, (II) Establishing Solicitation and Voting Procedures, (III) Scheduling Confirmation Hearing, (IV) Establishing Notice and Objection Procedures for Confirmation of the Proposed Plan, (V) Approving Notice Procedures for the Assumption and Assignment of Executory Contracts and Unexpired Leases, and (VI) Granting Related Relief (Docket No. 1168), and (c) Disclosure Statement for Third Amended Joint Chapter 11 Plan of CBL & Associates Properties, Inc. a nd I ts Affiliated Debtors, dated May 25, 2021 (Docket No. 1164).

2.The Plan Supplement is hereby amended as follows:

Exhibit | Plan Supplement Document | Amendment
Exhibit I | Slate of New Directors | Replaced in its entirety with the document attached hereto as Exhibit I.
Exhibit M | New Notes Indenture | Replaced in its entirety with the document attached hereto as Exhibit M. A redline showing the changes is attached hereto as Exhibit M-1.
Exhibit N | New Convertible Notes Indenture | Replaced in its entirety with the document attached hereto as Exhibit N. A redline showing the changes is attached hereto as Exhibit N-1.

3.The documents contained in the Plan Supplement, including this amendment, are integral to, and are considered part of, the Plan. If the Plan is confirmed, the documents contained in this Plan Supplement will be approved by the Bankruptcy Court pursuant to the Confirmation Order.

2 | Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Plan.

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4.A s of the date here of, the Debtors are still engaged in negotiations with the Required Consenting Creditors and other parties in interest with respect to the terms of the documents contained in the Plan Supplement, which are subject in all respects to the consent rights set forth in the Plan and Restructuring Support Agreement. Consequently, the documents contained in the Plan Supplement are not final and reflect the latest drafts subject to ongoing negotiation. All parties’ applicable rights are reserve d with respect to the form of documents filed herewith. Subject to the terms and conditions of the Plan and the Restructuring Support Agreement, the Debtors reserve all rights to amend, revise, or supplement the Plan Supplement at any time before the Effective Date, or any such other date as may be permitted by the Plan or by order of the Bankruptcy Court.

5.A hearing to consider confirmation of the Plan is scheduled to begin on August 11, 2021 at 9:00 a.m. (Prevailing Central Time) before the Bankruptcy Court.

6.Copies of the exhibits contained in this Plan Supplement, and all documents filed in these chapter 11 cases are available free of charge by visiting dm.epiq11.com/case/cblproperties/info. You may also obtain copies of the pleadings by visiting the Bankruptcy Court’s website at https://ecf.txsb.uscourts.gov in accordance with the procedures and fees set forth therein.

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Dated: August 10, 2021 |  |
Houston, Texas |  |
|  | /s/ Alfredo R. Pérez
|  | WEIL, GOTSHAL & MANGES LLP Alfredo R. Pérez (15776275) 700 Louisiana Street, Suite 1700 Houston, Texas 77002 Telephone: (713) 546-5000 Facsimile: (713) 224-9511
|  | – and –
|  | WEIL, GOTSHAL & MANGES LLP Ray C. Schrock, P.C. (admitted pro hac vice) Garrett A. Fail (admitted pro hac vice) Moshe A. Fink (admitted pro hac vice) 767 Fifth Avenue New York, New York 10153 Telephone: (212) 310-8000 Facsimile: (212) 310-8007
|  | Attorneys for Debtors and Debtors in Possession

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Certificate of Service

I hereby certify that on August 10, 2021, a true and correct copy of the foregoing document was served by the Electronic Case Filing System for the United States Bankruptcy Court for the Southern District of Texas.

|  | /s/ Alfredo R. Pérez
|  | Alfredo R. Pérez