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Shareholders' Equity
 12 Months Ended
Dec. 31, 2023
Equity [Abstract]  
Shareholders' Equity

NOTE 9. SHAREHOLDERS’ EQUITY

Common Stock and Common Units

The Successor Company's authorized common stock consists of 200,000,000 shares at $0.001 par value per share. The Successor Company had 31,975,645 and 31,780,075 shares of common stock (excluding 34 treasury shares) issued and outstanding as of December 31, 2023 and 2022, respectively.

The Company may repurchase shares of CBL's common stock, as authorized by the board of directors. The timing and amount of repurchase activity is based on market conditions and other considerations, including the level of available cash, alternative uses for cash and the Company's stock price. In August 2023, the board of directors authorized the repurchase of up to $25,000 of the Company's outstanding common stock beginning on August 10, 2023. This share repurchase program has an expiration date of August 10, 2024. Common stock repurchases are accounted for as treasury stock until otherwise retired. During 2023, the Company repurchased 51,966 shares of common stock at a total cost of $1,109, which includes $2 in commissions, under the share repurchase program. Subsequent to December 31, 2023, the Company repurchased additional shares of common stock as part of the share repurchase program. See Note 20 for additional information.

On September 8, 2022, the Successor Company's board of directors adopted a short-term rights plan (the “Rights Plan”). Pursuant to the Rights Plan, the board of directors authorized a dividend of one share purchase right (a “Right”) for each outstanding share of the Successor Company's common stock. If a person or group of affiliated or associated persons acquired beneficial ownership of 10.0% or more of the Successor Company's outstanding common shares, subject to certain exceptions (including exceptions for existing holders who do not increase their holdings as provided in the Rights Plan), each Right would effectively entitle its holder (other than the acquiring person or group of affiliated or associated persons) to purchase additional common shares at a substantial discount to the public market price. In addition, under certain circumstances, the Successor Company could exchange the Rights (other than Rights beneficially owned by the acquiring person or group of affiliated or associated persons), in whole or in part, for common shares on a one-for-one basis, or the

Successor Company could redeem the Rights for cash at a price of $0.001 per Right. On September 8, 2023, the Rights Plan expired pursuant to its terms.

Partners in the Operating Partnership hold their ownership through 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. 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.

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. Neither the common units nor the shares of CBL's common stock are subject to any right of mandatory redemption.

During 2023, the Company paid cash of $110 to four holders of limited partnership interest in exchange for 4,985 common units of limited partnership interest.

Dividends

In June 2022, the board of directors established a regular quarterly dividend. The Successor Company paid common stock dividends of $0.375 per share for each quarter during 2023. The Successor Company paid common stock dividends of $0.25 per share for each of the second, third and fourth quarters of 2022. The Successor Company did not pay any dividends to holders of its common shares payable for the period November 1, 2021 through December 31, 2021. The Predecessor Company did not pay any dividends to holders of its common shares payable for the period January 1, 2021 through October 31, 2021. Subsequent to December 31, 2023, the board of directors declared a $0.40 per share regular quarterly dividend for the first quarter of 2024. See Note 20.

In November 2022, the board of directors declared a special dividend of $2.20 per share of common stock, payable in cash. The special dividend was paid on January 18, 2023, to stockholders of record as of the close of business on December 12, 2022.

The decision to declare and pay dividends on any outstanding shares of our common stock, as well as the timing, amount and composition of any such future dividends, will be at the sole discretion of the Company's board of directors and will depend on the Company's earnings, taxable income, cash flows, liquidity, financial condition, capital requirements, contractual prohibitions or other limitations under the Company's then-current indebtedness, the annual distribution requirements under the REIT provisions of the Internal Revenue Code, Delaware law and such other factors as the Company's board of directors deems relevant. Any dividends payable will be determined by the Company's board of directors based upon the circumstances at the time of declaration. The Company's actual results of operations will be affected by a number of factors, including the revenues received from its properties, its operating expenses, interest expense, unanticipated capital expenditures and the ability of its anchors and tenants at its properties to meet their obligations for payment of rents and tenant reimbursements.

The allocations of dividends declared and paid for income tax purposes for the Successor years ended December 31, 2023 and 2022 are as follows (income tax allocations were not applicable in 2021 due to the Company not paying any dividends during the year):

 

 

Year Ended December 31,

 

 

 

2023

 

 

2022

 

Dividends declared:

 

 

 

 

 

 

Common stock

 

$

1.50

 

 

$

2.95

 

Allocations:

 

 

 

 

 

 

Common stock

 

 

 

 

 

 

Ordinary income

 

 

87.70

%

 

 

98.58

%

Capital gains

 

 

12.30

%

 

 

1.42

%

Return of capital

 

 

—

%

 

 

—

%

Total

 

 

100.00

%

 

 

100.0

%