8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

APRIL 5, 2024

Date of Report (date of earliest event reported)

Copper Property CTL Pass Through Trust

(Exact name of registrant as specified in its charter)

New York	000-56236	85-6822811
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

3 Second Street, Suite 206
Jersey City, NJ	07311-4056
(Address of Principal Executive Offices)	(Zip Code)

(201) 839-2200

Registrant’s telephone number, including area code

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
N/A	N/A	N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with

any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01    Regulation FD Disclosure

On April 5, 2024, Copper Property CTL Pass Through Trust (the “Trust”) made available on its investor website its monthly report for the period ending March 31, 2024. Such information is available at: www.ctltrust.net.

A copy of the monthly report is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act.

Item 8.01.    Other Events.

On April 5, 2024, the Trust issued a press release announcing that a cash distribution of $.314653 per trust certificate will be paid on April 10, 2024 to certificateholders of record as of April 9, 2024.

A copy of the press release is attached as Exhibit 99.3 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01.    Financial Statements and Exhibits.

(d)Exhibits.

Number

99.1    Monthly Report, dated April 9, 2024.

99.2    Store Reporting Package.

99.3    Press Release, dated April 5, 2024.

*Certain schedules and similar attachments have been omitted. The Company agrees to furnish a supplemental copy of any omitted schedule or attachment to the SEC upon request.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	COPPER PROPERTY CTL PASS THROUGH TRUST
	By:	/s/ Larry Finger
		Larry Finger
		Principal Financial Officer
Date: April 5, 2024

EX-99.1

Exhibit 99.1

Monthly/Quarterly Reporting Package

March 2024

Contact Us For additional information, please contact: Jessica Cummins at (847) 313-4755 Distribution Date: 04/10/2024
Record Date: 04/09/2024
Determination Date: 03/31/2024

Table of Contents

SECTION I- Monthly Reporting Schedules	4
Monthly Certificate Distribution Detail	5
Monthly Cash Source and Uses	6
Monthly Cash Distributions	7
Property Sales This Month	8
Retail Portfolio as of Determination Date	9
Distribution Center Portfolio as of Determination Date	11
Landlord and Tenant Option Properties as of Determination Date	12
Substitution Properties This Month	13
Monthly Leasing Activity: Retail Properties	14
Summary Select Financial Information	15
SECTION II - Provided Quarterly	16
Master Lease Retail Tenant Operating Performance for Retail Portfolio as of Determination Date	Exhibit 99.2 Page 1
Master Lease Guarantor Operating Performance	Exhibit 99.2 Page 5
Master Lease Subtenants as of Fiscal Year	N/A
SECTION III	17
Management’s Comments	18
SECTION IV – Provided Quarterly – Penney Intermediate Holdings LLC Financial Statements	19
Consolidated Statement of Operations	N/A
Consolidated Balance Sheet	N/A
Consolidated Statement of Member’s Equity	N/A
Consolidated Statement of Cash Flows	N/A
Notes to the Consolidated Financial Statements	N/A
Narrative Report	N/A
Statement of Consolidated Adjusted EBITDA	N/A
SECTION V – Definitions and Disclaimers	20
Definitions	21
Disclaimer	22

Trustee	Manager
GLAS Trust Company, LLC	Hilco JCP, LLC
3 Second Street, Suite 206	5 Revere Drive, Suite 410
Jersey City, NJ 07311	Northbrook, IL
Contact: Jeffrey Schoenfeld	Contact: Larry Finger
Phone: 201-839-2187	Phone: 703-244-4588
Email: Jeffrey.Schoenfeld@glas.agency	Email: lfinger@ctltrust.net

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Contact Us For additional information, please contact: Jessica Cummins at (847) 313-4755 Distribution Date: 04/10/2024
Record Date: 04/09/2024
Determination Date: 03/31/2024

Forward-Looking Statements & Non-GAAP Presentation

This distribution statement contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements include, among others, statements of expectations, beliefs, future plans and strategies, anticipated results from operations and developments and other matters that are not historical facts. The forward-looking statements are based on our beliefs as well as on a number of assumptions concerning future events. Readers of these materials are cautioned not to put undue reliance on these forward-looking statements, which are not a guarantee of performance and are subject to a number of uncertainties and other factors that could cause actual events or results to differ materially from those expressed or implied by the forward-looking statements.

Certain of the financial measures presented in this distribution statement are non-GAAP financial measures, other metrics and other information. We believe that non-GAAP financial measures, other metrics and other information provide useful information to investors regarding our financial condition, result of operations and other matters. The non-GAAP financial measures, other metrics and information as presented in this distribution statement may be adjusted in management’s reasonable judgment as appropriate, taking into account a variety of circumstances, facts and conditions. These adjustments may be material and may or may not be specifically identified in footnotes or otherwise. Our measures, metrics and other information (and the methodologies used to derive them) may not be comparable to those used by other companies.

Please refer to Section V of this distribution statement, titled “Disclaimer”, for additional information.

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Contact Us For additional information, please contact: Jessica Cummins at (847) 313-4755 Distribution Date: 04/10/2024
Record Date: 04/09/2024
Determination Date: 03/31/2024

SECTION I

Monthly Reporting Schedules

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Contact Us For additional information, please contact: Jessica Cummins at (847) 313-4755 Distribution Date: 04/10/2024
Record Date: 04/09/2024
Determination Date: 03/31/2024

Monthly Certificate Distribution Detail

CUSIP	Aggregate Certificates Outstanding	Aggregate Net Sales Proceeds Distribution	Aggregate Net Operations Distribution	Aggregate Total Distribution
217519107	75,000,000	$15,901,235.01	$7,697,770.40	$23,599,005.41

Per Certificate
CUSIP	Aggregate Certificates Outstanding	Aggregate Net Sales Proceeds Distribution	Aggregate Net Operations Distribution	Aggregate Total Distribution
217519107	75,000,000	$0.212016	$0.102637	$0.314653

www.ctltrust.net 5

Contact Us For additional information, please contact: Jessica Cummins at (847) 313-4755 Distribution Date: 04/10/2024
Record Date: 04/09/2024
Determination Date: 03/31/2024

Monthly Cash Sources and Uses

Sources of Cash from Operations			Uses of Cash from Operations
Distribution Center Master Lease Rent	$	—	Accounting and Financial Reporting	$	209,684.40
Retail Master Lease Rent	8,408,483.02		Investor Relations	5,717.12
Total Rent	$	8,408,483.02	Legal	109,332.67
			Insurance	—
Sales & Use Tax Recovery	$	56,897.73	Management Fees -Operations and Other Professional Fees	489,974.00
Other	101,956.71		BOV’s and Other	24.99
Total Other Sources of Cash	$	158,854.44	Total Operating Expenses	$	814,733.18
			Taxes to be Recovered from Tenant	$	54,833.88
			Formation, Closing & Related Costs	—
			Total Other Uses of Cash	$	54,833.88
Total Sources of Cash from Operations	$	8,567,337.46	Total Uses of Cash from Operations	$	869,567.06

Sources of Cash from Sales / Capital Activity			Uses of Cash from Sales / Capital Activity
Distribution Center Gross Sales Proceeds	$	—	Management Fees -Sales	$	87,797.00
Retail Master Lease Gross Sales Proceeds	16,459,407.00		Third Party Expenses: Distribution Center Sales	—
Total Gross Sales Proceeds	$	16,459,407.00	Third Party Expenses: Retail Sales	463,887.49
			Prepaid Sales Expenses	6,487.50
			Other	—
			Total Expenses of Sales	$	558,171.99
Other	—		Other	—
Total Other	$	—	Total Other Uses of Cash	—
Total Sources of Cash from Sales / Capital Activity	$	16,459,407.00	Total Uses of Cash from Sales / Capital Activity	$	558,171.99

Net Cash Available for Distribution
Total Sources of Cash from Operations	$	8,567,337.46
Total Uses of Cash from Operations	(869,567.06)
Net Cash Provided by Operations	$	7,697,770.40
Total Sources of Cash from Sales / Capital Activity	$	16,459,407.00
Total Uses of Cash from Sales / Capital Activity	(558,171.99)
Net Cash Provided by Sales / Capital Activity	$	15,901,235.01
Net Cash Available for Distribution	$	23,599,005.41

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Contact Us For additional information, please contact: Jessica Cummins at (847) 313-4755 Distribution Date: 04/10/2024
Record Date: 04/09/2024
Determination Date: 03/31/2024

Monthly Cash Distributions

Distribution  Date	Net Rental Income Distribution	Sales and Capital Activity Distribution	Total Distributions
10-Apr-24	7,697,770.40	15,901,235.01	23,599,005.41
11-Mar-24	7,789,088.77	(73,582.50)	7,715,506.27
12-Feb-24	6,397,131.71	(55,000.00)	6,342,131.71
10-Jan-24	7,951,191.38	4,368,823.66	12,320,015.04
11-Dec-23	7,813,242.07	(34,828.75)	7,778,413.32
10-Nov-23	7,939,804.64	(13,656.15)	7,926,148.49
10-Oct-23	7,778,501.15	(58,987.50)	7,719,513.65
11-Sep-23	7,674,182.22	11,039,269.86	18,713,452.08
10-Aug-23	7,839,878.18	(61,031.25)	7,778,846.93
10-Jul-23	7,928,900.57	(32,108.55)	7,896,792.02
12-Jun-23	8,091,755.25	(13,294.00)	8,078,461.25
10-May-23	7,553,698.87	(24,375.00)	7,529,323.87
Trailing 12 mos.	$92,455,145.21	$30,942,464.83	$123,397,610.04
Inception to Date	$274,001,030.55	$987,659,466.57	$1,261,660,497.12

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Contact Us For additional information, please contact: Jessica Cummins at (847) 313-4755 Distribution Date: 04/10/2024
Record Date: 04/09/2024
Determination Date: 03/31/2024

Property Sales This Month

Sale Date	Property  ID	Property Name	Square  Feet	Rent for Lease Year at Closing Date 1	Gross GAAP  Basis 2	Gross Sales Price	Net Sales  Price3	Net Sales Price Per Square Foot	Implied Cap. Rate/ Rent Yield at Closing 4	Selling  Cost	Selling Costs as Percentage of Gross Sales Price5	Selling  Broker
Retail Property Sales This Month
15-Mar-24	2874	Newnan Crossing	99,762	$203,514	$2,500,000	$2,463,259	$2,463,259	$24.69	8.26%	$135,717	5.51%	Newmark
15-Mar-24	2907	Southlands S/C	99,146	202,258	3,600,000	2,436,843	2,436,843	24.58	8.30%	140,860	5.78%	Newmark
15-Mar-24	2945	The Loop West	103,253	947,862	8,400,000	11,559,305	11,559,305	111.95	8.20%	266,212	2.30%	Newmark
Total Retail Property Sales this Month			302,161	$1,353,634	$14,500,000	$16,459,407	$16,459,407	$54.47	8.22%	$542,789	3.30%
Total Property Sales this Month			302,161	$1,353,634	$14,500,000	$16,459,407	$16,459,407	$54.47	8.22%	$542,789	3.30%
Property Sales this Month Average			100,720	$451,211	$4,833,333	$5,486,469	$5,486,469	$54.47	8.22%	$180,930	3.30%
Retail Properties			4,445,168	$20,249,199	$343,900,000	$437,517,100	$437,517,100	$98.43	4.63%	$16,766,527	3.83%
Distribution Centers			10,108,611	35,380,000	497,900,000	557,165,354	557,165,354	55.12	6.35%	7,873,676	1.41%
Previous Distribution Period Total:			14,553,779	$55,629,199	$841,800,000	$994,682,454	$994,682,454	$68.35	5.59%	$24,640,203	2.48%
Previous Distribution Periods Average:			404,272	$1,545,256	$23,383,333	$27,630,068	$27,630,068	$68.35	5.59%	$684,450	2.48%
Retail Properties			4,747,329	$21,602,833	$358,400,000	$453,976,507	$453,976,507	$95.63	4.76%	$17,309,316	3.81%
Distribution Centers			10,108,611	35,380,000	497,900,000	557,165,354	557,165,354	55.12	6.35%	7,873,676	1.41%
Cumulative Distribution to Date Total:			14,855,940	$56,982,833	$856,300,000	$1,011,141,861	$1,011,141,861	$68.06	5.64%	$25,182,992	2.49%
Cumulative Distribution to Date Average:			380,922	$1,461,098	$21,956,410	$25,926,714	$25,926,714	$68.06	5.64%	$645,718	2.49%

1 Annualized Monthly Rent (e.g. Monthly Rent due for in Sale Period X 12). Rental Abatement shall be disregarded.

2 GAAP Basis before depreciation and amortization. The Trust determined that fresh start accounting fair value (not cost) of the investment properties based upon the fair value of the individual assets and liabilities assumed as of the Effective Date (1/31/21).The total fair Value of the properties acquired was $1.935 Billion.

3 Net of credits provided to Buyer other than pro-rations. Selling costs are not netted in Net Sales Price

4 Gross Sales Price divided by the Annual Rent as defined above

5 Selling Costs as percentage of Gross Sales Price. Selling costs may not tie into the Total Expenses of Sale as reported on the Monthly Sources and Uses Report.

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Contact Us For additional information, please contact: Jessica Cummins at (847) 313-4755 Distribution Date: 04/10/2024
Record Date: 04/09/2024
Determination Date: 03/31/2024

Retail Portfolio as of Determination Date

By First Lease Year Rent Per Square Foot Tier:				By Property Ownership Type:
Tier	Properties	Square Feet	Current Lease Year Rent 1	Ownership Type	Properties	Square Feet	Current Lease Year Rent 1
Tier 1 -$9.00	30	3,784,636	$34,742,958.00	Owned	106	13,999,932	$84,052,788.00
Tier 2 -$6.00	71	9,178,310	56,171,257.00	Ground Lease	21	2,964,686	17,591,323.00
Tier 3 -$3.50	10	1,677,440	5,988,462.00
Tier 4 -$2.00	16	2,324,232	4,741,434.00
Total:	127	16,964,618	$101,644,111.00	Total:	127	16,964,618	$101,644,111.00

By Current Lease Year Rent Per Property:				By Property Type:
Tier	Properties	Square Feet	Current Lease Year Rent 1	Property Type	Properties	Square Feet	Current Lease Year Rent1
>=$950,000	38	6,175,106	$46,712,279.00	Shopping Center	27	2,720,431	$18,598,944.00
>=$700,000 & <$950,000	30	4,041,676	25,763,163.00	Freestanding	3	272,888	1,670,075.00
>=$500,000 & <$700,000	38	4,082,263	22,555,687.00	Mall	97	13,971,299	81,375,092.00
<$500,000	21	2,665,573	6,612,982.00
Total:	127	16,964,618	$101,644,111.00	Total:	127	16,964,618	$101,644,111.00

1Current Lease Year Rent = Monthly Rent X 12, excluding rental abatement.

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Contact Us For additional information, please contact: Jessica Cummins at (847) 313-4755 Distribution Date: 04/10/2024
Record Date: 04/09/2024
Determination Date: 03/31/2024

Retail Portfolio as of Determination Date (Cont’d)

By Geography:
State	Properties	Square Feet	Current Lease Year Rent 1
AR	2	186,745	$1,142,879.00	MS	1	99,396	912,455.00
AZ	4	492,446	3,601,348.00	NC	1	104,198	212,564.00
CA	21	3,102,982	19,586,747.00	NH	1	126,006	771,157.00
CO	2	262,629	1,202,113.00	NJ	5	882,946	3,580,781.00
CT	3	464,682	947,952.00	NM	2	265,910	2,055,145.00
FL	8	1,189,063	9,124,608.00	NV	3	437,937	4,020,262.00
GA	1	104,872	962,725.00	NY	3	469,462	1,636,288.00
IA	1	85,278	304,442.00	OH	5	645,447	3,574,567.00
ID	1	151,985	1,395,222.00	OK	3	332,223	1,524,608.00
IL	5	845,224	4,502,533.00	OR	1	157,928	966,519.00
IN	1	99,317	911,730.00	PA	4	555,087	3,043,724.00
KS	2	316,856	1,501,289.00	PR	2	185,946	1,137,989.00
KY	2	251,289	1,857,534.00	TN	2	243,786	897,008.00
LA	1	124,656	1,144,342.00	TX	21	2,146,537	14,861,649.00
MA	1	141,692	505,840.00	VA	2	211,452	1,294,086.00
MD	2	261,580	1,086,590.00	WA	4	666,272	4,606,268.00
MI	6	863,012	3,773,712.00	WI	1	85,981	526,204.00
MN	1	173,968	1,064,684.00	Total:	127	16,964,618	$101,644,111.00
MO	2	229,828	1,406,547.00

1Current Lease Year Rent = Monthly Rent X 12, excluding rental abatement.

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Contact Us For additional information, please contact: Jessica Cummins at (847) 313-4755 Distribution Date: 04/10/2024
Record Date: 04/09/2024
Determination Date: 03/31/2024

Distribution Center Portfolio as of Determination Date

(All Distribution Centers sold in December 2021)

Property ID		9005	9130	9132	9316	9435	9486
Location		Statesville, NC	Columbus, OH	Lenexa, KS	Reno, NV	Haslet, TX	Forest Park, GA
Square Feet	New JCP	—	—	—	—	—	—
	Other Tenants	—	—	—	—	—	—
	Vacant	—	—	—	—	—	—
	Total	—	—	—	—	—	—
Current Lease Year Rent 1	New JCP	—	—	—	—	—	—
	Other Tenants	—	—	—	—	—	—
	Total	—	—	—	—	—	—
Current Lease Year Rent - PSF 2	New JCP	—	—	—	—	—	—
	Other Tenants	—	—	—	—	—	—
	Total	—	—	—	—	—	—

1Current Lease Year Rent = Monthly Rent X 12

2Current Lease Year Rent PSF = (Monthly Rent X 12) / Square Feet

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Contact Us For additional information, please contact: Jessica Cummins at (847) 313-4755 Distribution Date: 04/10/2024
Record Date: 04/09/2024
Determination Date: 03/31/2024

Landlord and Tenant Option Properties as of Determination Date

Property ID	Option Type	Property Name	Location	Square Feet	Current Lease Year Rent 1	Option Notice (Y/N)	Option Exercise / Closing Date
246	Landlord	SouthBay Pavilion at Carson	20700 Avalon Boulevard, Carson, CA	N/A	N/A	N	Property Sold 09-30-21
389	Landlord	Stoneridge S/C	1500 Stoneridge Mall Road, Pleasanton, CA	N/A	N/A	N	Property Sold 07-20-22
1229	Landlord	The Oaks	280 Hillcrest Drive W, Thousand Oaks, CA	144,959	295,716.00	N
1572	Landlord	Westfield Culver City	6000 S Hannum Avenue, Culver City, CA	N/A	N/A	N	Property Sold 01-06-22
1959	Landlord	The Shops at Tanforan	1122 El Camino Real, San Bruno, CA	N/A	N/A	N	Property Sold 09-14-21
1417	Landlord	Westfield Santa Anita	400 S Baldwin Avenue, Arcadia, CA	204,563	730,290.00	N
1950	Landlord	Fashion Valley	6987 Friars Road, San Diego, CA	N/A	N/A	N	Property Sold 07-09-21
2649	Landlord	Westminster Mall	400 Westminster Mall, Westminster, CA	N/A	N/A	N	Property Sold 10-05-22
2757	Landlord	Park Meadows	8417 S Park Meadows Center Drive, Loan Tree CO	N/A	N/A	N	Property Sold 07-29-21
2256	Landlord	Danbury Fair	7 Backus Avenue, Danbury, CT	136,375	278,205.00	N
2102	Landlord	Westfield Annapolis	1695 Annapolis Mall, Annapolis, MD	N/A	N/A	N	Property Sold 09-09-22
1623	Landlord	Twelve Oaks Mall	27150 Novi Road, Novi, MI	155,807	556,232.00	N
2247	Landlord	Pheasant Lane Mall	310 Daniel Webster Highway, Suite 103, Nashua, NH	N/A	N/A	N	Property Sold 08-25-22
2297	Landlord	Newport Centre	10 Mall Drive W, Jersey City, NJ	185,330	661,628.00	N
2477	Landlord	Freehold Raceway Mall	3710 Highway 9, Freehold, NJ	149,608	305,200.00	N
2814	Landlord	Queens Center	92-59 59th Avenue. Elmhurst, NY	N/A	N/A	N	Property Sold 12-23-21
197	Landlord	Gateway Shopping Center I & II	360 Gateway Drive, Brooklyn, NY	123,942	252,842.00	N
2040	Landlord	Barton Creek Square	2901 S Capitol of Texas Highway, Austin, TX	N/A	N/A	N	Property Sold 11-30-22
2763	Landlord	The Woodlands Mall	1201 Lake Woodlands Drive, Suite 500, Woodlands, TX	N/A	N/A	N	Property Sold 12-15-22
2795	Landlord	Stonebriar Centre	2607 Preston Road, Frisco, TX	N/A	N/A	N	Property Sold 07-29-21
2881	Landlord	Memorial City S/C	300 Memorial City Way, Houston, TX	N/A	N/A	N	Property Sold 11-03-21
192	Landlord	Fair Oaks Mall	11801 Fair Oaks Mall, Fairfax, VA	N/A	N/A	N	Property Sold 09-09-22
1462	Landlord	Springfield Town Center	6699 Springfield Mall, Springfield, VA	N/A	N/A	N	Property Sold 09-09-22
2865	Tenant	Tamarack Village	8348 Tamarack Village, Woodbury, MN	N/A	N/A	N	Property Sold 12-29-21
2801	Tenant	Polaris Fashion Place	1450 Polaris Parkway, Columbus, OH	146,990	899,579.00	N
2921	Tenant	Robertson's Creek	5751 Long Prairie Road, Flower Mound, TX	N/A	N/A	N	Property Sold 11-19-21
2934	Tenant	University Oaks S/C	151 University Oaks, Round Rock, TX	N/A	N/A	N	Property Sold 11-19-21
2982	Tenant	Village at Fairview	301 Stacy Road, Fairview, TX	N/A	N/A	N	Property Sold 11-19-21
2749	Tenant	Dulles Town Centre	21030 Dulles Town Circle, Sterling, VA	N/A	N/A	N	Property Sold 08-29-22
Total:				1,247,574	$3,979,692.00

1Current Lease Year Rent = Monthly Rent X 12, excluding rental abatement.

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Contact Us For additional information, please contact: Jessica Cummins at (847) 313-4755 Distribution Date: 04/10/2024
Record Date: 04/09/2024
Determination Date: 03/31/2024

Substitution Properties as of Determination Date

(No Substitution Properties March, 2024)

Property ID	Property Name	Property Location	Substitution Type (Outgoing / Incoming)	Square Feet	Current Lease Year Rent 1		Notice Date	Exercise Date
				—	$	—
Total:

1Current Lease Year Rent = Monthly Rent X 12

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Contact Us For additional information, please contact: Jessica Cummins at (847) 313-4755 Distribution Date: 04/10/2024
Record Date: 04/09/2024
Determination Date: 03/31/2024

Monthly Leasing Activity Retail Properties

(No Leasing Activity March, 2024)

Property ID	Lease Start Date	Tenant Name	Square Feet	Current Lease Year Rent - PSF 1	Current Lease Year Rent2		Real Estate Operating Expenses	Initial Term (Months)	Extension Options (Years)	Tenant Business Description	Manager Commentary
			—	—	$	—
Total:			—	—	$	—

1Current Lease Year Rent PSF = (Monthly Rent X 12) / Square Feet, excluding rental abatement.

2Current Lease Year Rent = Monthly Rent X 12, excluding rental abatement.

www.ctltrust.net 14

Contact Us For additional information, please contact: Jessica Cummins at (847) 313-4755 Distribution Date: 04/10/2024
Record Date: 04/09/2024
Determination Date: 03/31/2024

Summary Select Financial Information

For copies of our most recent financial statements, including management’s discussion and analysis of financial condition and results of operations, sales and capital activity, you can access our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act at www.ctltrust.net as soon as reasonably practicable after they are filed with, or furnished to, the SEC. You can also review these SEC filings and other information by accessing the SEC’s website at http://www.sec.gov.

The SEC file number is 000-56236.

www.ctltrust.net 15

Contact Us For additional information, please contact: Jessica Cummins at (847) 313-4755 Distribution Date: 04/10/2024
Record Date: 04/09/2024
Determination Date: 03/31/2024

SECTION II

(Provided Quarterly)

Master Lease Guarantor and Master Lease Retail Tenant Operating Performance are discussed in the Quarterly Reporting Package for Penney Intermediate Holdings LLC.

A copy of this quarterly report is attached as Exhibit 99.2to this Current Report on Form 8-K and incorporated herein by reference.

www.ctltrust.net 16

Contact Us For additional information, please contact: Jessica Cummins at (847) 313-4755 Distribution Date: 04/10/2024
Record Date: 04/09/2024
Determination Date: 03/31/2024

SECTION III

www.ctltrust.net 17

Contact Us For additional information, please contact: Jessica Cummins at (847) 313-4755 Distribution Date: 04/10/2024
Record Date: 04/09/2024
Determination Date: 03/31/2024

Management’s Comments

(Management Commentary will be provided in our 10Q’s and 10K’s)

www.ctltrust.net 18

Contact Us For additional information, please contact: Jessica Cummins at (847) 313-4755 Distribution Date: 04/10/2024
Record Date: 04/09/2024
Determination Date: 03/31/2024

SECTION IV

(Provided Quarterly)

www.ctltrust.net 19

Contact Us For additional information, please contact: Jessica Cummins at (847) 313-4755 Distribution Date: 04/10/2024
Record Date: 04/09/2024
Determination Date: 03/31/2024

SECTION V

Definitions and Disclaimers

www.ctltrust.net 20

Contact Us For additional information, please contact: Jessica Cummins at (847) 313-4755 Distribution Date: 04/10/2024
Record Date: 04/09/2024
Determination Date: 03/31/2024

Monthly Distribution Date Statement

Definitions

The following metrics apply to Quarterly Reporting only:

(A)    “Tenant’s Sales per Square Foot” is not a measure of the Trust’s financial performance and is provided solely for investors’ informational purposes based on the information that the Trust receives from the Tenant. This measure of operations is derived from sales information reported to the Trust by the Tenant in accordance with the retail master lease and/or distribution center master lease (each, a “Master Lease”), as applicable. The Trust and the Manager do not have the ability to verify the calculation of this information. The calculation of this information by the tenant may be different than how similar measures of operations might be calculated by others. Finally, the Trust is unable to reconcile “Tenant’s Sales per Square Foot” to a comparable GAAP financial measure because no reconciliation is provided for in the applicable Master Lease. Therefore, investors should be cautious about relying upon “Tenant’s Sales per Square Foot.”

(B)    “Tenant’s Four-Wall EBITDAR” is not a measure of the Trust’s financial performance and is provided solely for investors’ informational purposes based on the information that the Trust receives from the Tenant. This measure of operations is calculated in accordance with the [Master Lease] and is reported to the Trust by the tenant in accordance therewith. The Trust and the Manager do not have the ability to verify the calculation of this measure of operations. In addition, the calculation of “Tenant’s Four-Wall EBITDAR” in accordance with the applicable Master Lease may be different than how similar measures of operating statistic might be calculated by others. Finally, the Trust is unable to reconcile “Tenant’s Four-Wall EBITDAR” to a comparable GAAP financial measure because no reconciliation is provided for in the applicable Master Lease. Therefore, investors should be cautious about relying upon “Tenant’s Four-Wall EBITDAR.”

www.ctltrust.net 21

Contact Us For additional information, please contact: Jessica Cummins at (847) 313-4755 Distribution Date: 04/10/2024
Record Date: 04/09/2024
Determination Date: 03/31/2024

Monthly Distribution Date Statement

Disclaimer

Forward-Looking Statements: This distribution statement contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements include, among others, statements of expectations, beliefs, future plans and strategies, anticipated results from operations and developments and other matters that are not historical facts. The forward-looking statements are based on our beliefs as well as on a number of assumptions concerning future events. Readers of these materials are cautioned not to put undue reliance on these forward-looking statements, which are not a guarantee of performance and are subject to a number of uncertainties and other factors that could cause actual events or results to differ materially from those expressed or implied by the forward-looking statements. We do not undertake a duty to update these forward- looking statements, which speak only as of the date on which they are made. The most important factors that could prevent us from achieving the stated goals include, but are not limited to: (a) the severity, duration and geographical scope of the COVID-19 pandemic and the effects of the pandemic and measures intended to prevent its spread on our business, results of operations, cash flows and financial condition, including declines in rental revenues and increases in operating costs in the portfolio, deterioration in the financial conditions of the tenants and their ability to satisfy their payment obligations, increased risk of claims, litigation and regulatory proceedings and the ability of federal, state and local governments to respond to and manage the pandemic effectively; (b) the ability and willingness of the tenants, operators, managers and other third parties to satisfy their obligations under their respective contractual arrangements, including, in some cases, their obligations to indemnify, defend and hold us harmless from and against various claims, litigation and liabilities; (c) the ability of the tenants, operators, borrowers and managers to maintain the financial strength and liquidity necessary to satisfy their respective obligations and liabilities to third parties; (d) macroeconomic conditions such as a disruption of or a lack of access to the capital markets, changes in the debt rating on U.S. government securities, default or delay in payment by the United States of its obligations; (e) the nature and extent of future competition, including new construction in the markets in which the our properties are located; (f) the ability of the tenants, operators and managers, as applicable, to comply with laws, rules and regulations in the operation of the properties; (g) the ability and willingness of the tenants to renew their leases upon expiration of the leases, the ability to reposition our properties on the same or better terms in the event of nonrenewal or in the event the we exercises our right to replace an existing tenant or manager; and (h) the other factors set forth in the our periodic filings with the Securities and Exchange Commission.

Non-GAAP Presentation: Certain of the financial measures presented in this distribution statement are non-GAAP financial measures, other metrics and other information. We believe that non-GAAP financial measures, other metrics and other information provide useful information to investors regarding our financial condition, result of operations and other matters. The non-GAAP financial measures, other metrics and information as presented in this distribution statement may be adjusted in management’s reasonable judgment as appropriate, taking into account a variety of circumstances, facts and conditions. These adjustments may be material and may or may not be specifically identified in footnotes or otherwise. Our measures, metrics and other information (and the methodologies used to derive them) may not be comparable to those used by other companies. The foregoing language applies to (and supersedes if different from) the specific definitions contained herein. Readers are cautioned to refer to our periodic filings furnished to or filed with the SEC, including our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, which are prepared in accordance with GAAP. This distribution statement and the information contained herein should be reviewed in conjunction with such filings.

SEC Reporting: The information in this distribution statement should be read in conjunction with our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, our earnings press release and other information filed with, or furnished to, the SEC. You can access our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act at www.ctltrust.net as soon as reasonably practicable after they are filed with, or furnished to, the SEC. You can also review these SEC filings and other information by accessing the SEC’s website at http://www.sec.gov. We routinely post important information on our website at www.ctltrust.net in the “Investors” section, including financial information. We intend to use our website as a means of disclosing material, non-public information and for complying with our disclosure obligations under Regulation FD. Such disclosures will be included on our website under the heading “Investors.” Accordingly, investors should monitor such portion of our website in addition to following our press releases, public conference calls and filings with the SEC. The information on or connected to our website is not, and shall not be deemed to be, a part of, or incorporated into this distribution statement.

www.ctltrust.net 22

EX-99.2

STORE REPORTING PACKAGE (follows this page)

Quarterly Reporting Package 3/21/2024 Property Ownership # of Properties Square Feet Tenant's Sales per Square Foot Tenant's Four-Wall EBITDAR Rent Tenant's Four Wall EBITDA Tenant's Four-Wall EBITDAR / Rent Fee 109 14,302,093 $25 $55,956,329 $26,314,852 $29,641,478 2.1 Ground Lease 21 2,964,686 $31 $16,967,236 $7,324,347 $9,642,890 2.3 Total 130 17,266,779 $26 $72,923,566 $33,639,198 $39,284,367 2.2 Rent Tier (B) # of Properties Square Feet 1 > $ 2.3 33 4,337,842 2 > $ 1.8 32 4,388,042 3 > $ 1.6 32 4,082,970 4 < $ 1.6 33 4,457,925 Total 130 17,266,779 (A) Reflects financial activity from October 29, 2023 through February 3, 2024 (Fiscal Q4 2023) (B) Rent tier determined based on book Occupancy Expense per square foot Rent : includes book Rent, Ground Leases, Contingent Rent, CAM & accrued Real Estate Taxes EBITDA : Tenant's Unallocated Store Contribution Profit, uses book rent EBITDAR : excludes Occupancy included in calculation of EBITDA Fiscal Quarter Ended February 3, 2024(A) Fiscal Quarter Ended February 3, 2024(A) Page 1

Quarterly Reporting Package 3/21/2024 Tenant's Sales per Square Foot Tier # of Properties Square Feet Tenant's Sales per Square Foot Tenant's Four-Wall EBITDAR Tenant's Four-Wall EBITDAR to Sales Tenant's Four Wall EBITDA Tenant's Four-Wall EBITDAR / Rent > $32.1 33 3,887,668 $41 19.8% 2.9 > $24.6 32 4,155,432 $28 16.6% 2.2 > $18.6 32 4,349,300 $22 15.5% 2.0 < $18.6 33 4,874,379 $15 10.2% 1.1 Total 130 17,266,779 $26 $72,923,566 16.4% 39,284,367 2.2 EBITDAR / Rent Tier(B) # of Properties Square Feet Tenant's Sales per Square Foot Tenant's Four-Wall EBITDAR Tenant's Four-Wall EBITDAR to Sales Tenant's Four Wall EBITDA Tenant's Four-Wall EBITDAR / Rent > {3.0}x 31 3,652,399 $35 20.7% 4.0 > {2.0}x 46 5,767,611 $27 17.3% 2.5 < {2.0}x 53 7,846,769 $21 14.3% 1.5 Total 130 17,266,779 $26 $72,923,566 16.4% 39,284,367 2.2 (A) Reflects financial activity from October 29, 2023 through February 3, 2024 (Fiscal Q4 2023) (B) Stratifications consolidated due to insufficient store count Fiscal Quarter Ended February 3, 2023(A) Fiscal Quarter Ended February 3, 2023(A) Page 2

Quarterly Reporting Package 3/21/2024 Property Ownership # of Properties Square Feet Tenant's Sales per Square Foot Tenant's Four-Wall EBITDAR Rent Tenant's Four Wall EBITDA Tenant's Four-Wall EBITDAR / Rent Fee 109 14,302,093 $75 $160,653,403 $105,734,912 $54,918,491 1.5 Ground Lease 21 2,964,686 $97 $47,808,868 $28,427,631 $19,381,237 1.7 Total 130 17,266,779 $79 $208,462,270 $134,162,543 $74,299,728 1.6 Rent Tier (A) # of Properties Square Feet Tenant's Sales per Square Foot Tenant's Four-Wall EBITDAR Rent Tenant's Four Wall EBITDA Tenant's Four-Wall EBITDAR / Rent 1 > $ 9.1 33 4,203,429 $112 $82,052,834 $47,570,159 1.7 2 > $ 7.4 32 4,460,447 $79 $57,117,802 $36,361,509 1.6 3 > $ 6.6 32 4,155,396 $74 $44,070,976 $28,899,568 1.5 4 < $ 6.6 33 4,447,507 $52 $25,220,658 $21,331,307 1.2 Total 130 17,266,779 $79 $208,462,270 $134,162,543 $74,299,728 1.6 (A) Rent tier determined based on book Occupancy Expense per square foot (B) Reflects financial activity from January 29, 2023 through February 3, 2024 (TTM Janaury 2023) Rent : includes book Rent, Ground Leases, Contingent Rent, CAM & accrued Real Estate Taxes EBITDA : Tenant's Unallocated Store Contribution Profit, uses book rent EBITDAR : excludes Occupancy included in calculation of EBITDA Trailing 12 Months(B) Trailing 12 Months(B) Page 3

Quarterly Reporting Package 3/21/2024 Tenant's Sales per Square Foot Tier # of Properties Square Feet Tenant's Sales per Square Foot Tenant's Four-Wall EBITDAR Tenant's Four-Wall EBITDAR to Sales Tenant's Four Wall EBITDA Tenant's Four-Wall EBITDAR / Rent > $94.6 33 3,941,830 $123 18.3% 2.1 > $76.1 32 4,196,547 $84 15.9% 1.6 > $60.3 32 4,297,635 $68 14.1% 1.4 < $60.3 33 4,830,767 $48 9.7% 0.8 Total 130 17,266,779 $79 $208,462,270 15.3% $74,299,728 1.6 EBITDAR / Rent Tier(B) # of Properties Square Feet Tenant's Sales per Square Foot Tenant's Four-Wall EBITDAR Tenant's Four-Wall EBITDAR to Sales Tenant's Four Wall EBITDA Tenant's Four-Wall EBITDAR / Rent > {2.0}x 29 3,372,714 $107 19.6% 2.6 >= {1.0}x 74 9,620,107 $79 15.2% 1.5 < {1.0}x 27 4,273,958 $56 9.1% 0.7 Total 130 17,266,779 $79 $208,462,270 15.3% $74,299,728 1.6 (B) Reflects financial activity from January 29, 2023 through February 3, 2024 (TTM Janaury 2023) (B) Stratifications consolidated due to insufficient store count Trailing 12 Months(A) Trailing 12 Months(A) Page 4

Quarterly Reporting Package Master Lease Guarantor Operating Performance Fiscal Quarter Ended February 3, 2024(A) Trailing 12 Months as of February 3, 2024(C) -4.9% -8.2% Yes N/A $1,650 N/A Fiscal Quarter Ended February 3, 2024(A) Trailing 12 Months as of February 3, 2024(C) 205 205 458 458 81.1 81.1 (A) Reflects financial activity from October 29, 2023 through February 3, 2024 (Fiscal Q4 2023) ( B) Per Consolidated Financial Statements of Penney Intermediate Holdings LLC as of February 3, 2024 ( C) Reflects financial activity from January 29, 2023 through February 3, 2024 (TTM January 2023) End of period number of stores - space leased Gross square footage of stores (in millions) Key Financial and Performance Metrics Comparable store sales percent increase/(decrease) for Master Lease Properties(B) Liquid assets covenant compliance (as defined in the Master Leases) Tangible net worth (as defined in the Master Leases - in millions)( B) Key Portfolio Metrics End of period number of stores - fee owned and ground leased Page 5

EX-99.3

Exhibit 99.3

FOR IMMEDIATE RELEASE

April 5, 2024

Copper Property CTL Pass Through Trust Issues Monthly Reporting Package for March 2024 and Q4 2023 Master Lease JCP Store Performance Disclosures

Jersey City, New Jersey – Copper Property CTL Pass Through Trust (“the Trust”) has filed a Form 8-K containing its monthly report for the period ended March 31, 2024 and Q4 2023 Master Lease JCP store performance disclosures. An aggregate total distribution of $23.60 million or $0.314653 per trust certificate will be paid on April 10, 2024, to certificateholders of record as of April 9, 2024.

Additional information, including the Trust’s Monthly Report and Quarterly Report, as well as other filings with the Securities and Exchange Commission (“SEC”) can be accessed via the Trust’s website at www.ctltrust.net.

About Copper Property CTL Pass Through Trust

Copper Property CTL Pass Through Trust (the “Trust”) was established to acquire 160 retail properties and 6 warehouse distribution centers (the “Properties”) from J.C. Penney as part of its Chapter 11 plan of reorganization. The Trust’s operations consist solely of owning, leasing and selling the Properties. The Trust’s objective is to sell the Properties to third-party purchasers as promptly as practicable. The Trustee of the trust is GLAS Trust Company LLC. The Trust is externally managed by an affiliate of Hilco Real Estate LLC. The Trust is intended to be treated, for tax purposes, as a liquidating trust within the meaning of United States Treasury Regulation Section 301.7701-4(d). For more information, please visit https://www.ctltrust.net/.

Forward Looking Statement

This news release contains certain “forward-looking statements”. All statements other than statements of historical fact are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements may be identified by the use of forward looking terminology such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “our vision,” “plan,” “potential,” “preliminary,” “predict,” “should,” “will,” or “would” or the negative thereof or other variations thereof or comparable terminology and include, but are not limited to, the Trust’s expectations or beliefs concerning future events and stock price performance. The Trust has based these forward-looking statements on its current expectations, assumptions, estimates and projections. While the Trust believes these expectations, assumptions, estimates and projections are reasonable, such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond its control. These factors, including those discussed in the Trust’s Registration Statement on Form 10 filed with the Securities and Exchange Commission (the “SEC”), may cause its actual results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied by these forward-looking statements. For a further list and description of such risks and uncertainties, please refer to the Trust’s filings with the SEC that are available at www.sec.gov. The Trust cautions you that the list of important factors included in the Trust’s SEC filings may not contain all of the material factors that are important to you. In addition, in light of these risks and uncertainties, the matters referred to in the forward-looking statements contained in this news release may not in fact occur. The Trust undertakes no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law.

CONTACT

Larry Finger | Principal Financial Officer Copper Property CTL Pass Through Trust 310-526-1707 | lfinger@ctltrust.net Jessica Cummins | Sr. Vice President, Finance & Accounting Copper Property CTL Pass Through Trust 847-313-4755 | jcummins@hilcoglobal.com

XML

Cover	Apr. 05, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Apr. 05, 2024
Entity Registrant Name	Copper Property CTL Pass Through Trust
Entity Central Index Key	0001837671
Amendment Flag	false
Entity Incorporation, State or Country Code	NY
Entity File Number	000-56236
Entity Tax Identification Number	85-6822811
Entity Address, Address Line One	3 Second Street, Suite 206
Entity Address, Postal Zip Code	07311-4056
Entity Address, State or Province	NJ
Entity Address, City or Town	Jersey City
City Area Code	201
Local Phone Number	839-2200
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false