0000950142-22-001316.txt : 20220406 0000950142-22-001316.hdr.sgml : 20220406 20220406173435 ACCESSION NUMBER: 0000950142-22-001316 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20211101 FILED AS OF DATE: 20220406 DATE AS OF CHANGE: 20220406 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: OAKTREE HOLDINGS, LLC CENTRAL INDEX KEY: 0001407181 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-12494 FILM NUMBER: 22811470 BUSINESS ADDRESS: STREET 1: 333 SOUTH GRAND AVENUE, 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: (213) 830-6300 MAIL ADDRESS: STREET 1: 333 SOUTH GRAND AVENUE, 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: OAKTREE CAPITAL MANAGEMENT LP CENTRAL INDEX KEY: 0000949509 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-12494 FILM NUMBER: 22811479 BUSINESS ADDRESS: STREET 1: 333 S GRAND AVENUE 28TH FL CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: 2138306300 MAIL ADDRESS: STREET 1: 333 S GRAND AVE 28TH FL CITY: LOS ANGELES STATE: CA ZIP: 90071 FORMER NAME: FORMER CONFORMED NAME: OAKTREE CAPITAL MANAGEMENT LLC DATE OF NAME CHANGE: 20010605 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: OAKTREE FUND GP I, L.P. CENTRAL INDEX KEY: 0001402746 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-12494 FILM NUMBER: 22811473 BUSINESS ADDRESS: STREET 1: 333 SOUTH GRAND AVENUE STREET 2: 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: (213) 830-6300 MAIL ADDRESS: STREET 1: 333 SOUTH GRAND AVENUE STREET 2: 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Oaktree Capital I, L.P. CENTRAL INDEX KEY: 0001403530 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-12494 FILM NUMBER: 22811472 BUSINESS ADDRESS: STREET 1: 333 SOUTH GRAND AVENUE STREET 2: 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: (213) 830-6300 MAIL ADDRESS: STREET 1: 333 SOUTH GRAND AVENUE STREET 2: 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: OCM HOLDINGS I, LLC CENTRAL INDEX KEY: 0001407178 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-12494 FILM NUMBER: 22811471 BUSINESS ADDRESS: STREET 1: 333 SOUTH GRAND AVENUE, 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: (213) 830-6300 MAIL ADDRESS: STREET 1: 333 SOUTH GRAND AVENUE, 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 FORMER NAME: FORMER CONFORMED NAME: OAKTREE HOLDINGS I, LLC DATE OF NAME CHANGE: 20070718 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: OCM Xb CBL-E Holdings, LLC CENTRAL INDEX KEY: 0001892307 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-12494 FILM NUMBER: 22811475 BUSINESS ADDRESS: STREET 1: 333 S. GRAND AVE. STREET 2: 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: 213-830-6300 MAIL ADDRESS: STREET 1: 333 S. GRAND AVE. STREET 2: 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Oaktree Value Opportunities Fund GP, L.P. CENTRAL INDEX KEY: 0001474239 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-12494 FILM NUMBER: 22811477 BUSINESS ADDRESS: STREET 1: 333 SOUTH GRAND AVENUE STREET 2: 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: (213) 830-6300 MAIL ADDRESS: STREET 1: 333 SOUTH GRAND AVENUE STREET 2: 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Oaktree Value Opportunities Fund GP Ltd. CENTRAL INDEX KEY: 0001474240 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-12494 FILM NUMBER: 22811476 BUSINESS ADDRESS: STREET 1: 333 SOUTH GRAND AVENUE STREET 2: 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: (213) 830-6300 MAIL ADDRESS: STREET 1: 333 SOUTH GRAND AVENUE STREET 2: 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Oaktree Value Opportunities Fund Holdings, L.P. CENTRAL INDEX KEY: 0001474241 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-12494 FILM NUMBER: 22811478 BUSINESS ADDRESS: STREET 1: 333 SOUTH GRAND AVENUE STREET 2: 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: (213) 830-6300 MAIL ADDRESS: STREET 1: 333 SOUTH GRAND AVENUE STREET 2: 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Oaktree Fund GP, LLC CENTRAL INDEX KEY: 0001499005 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-12494 FILM NUMBER: 22811474 BUSINESS ADDRESS: STREET 1: 333 SOUTH GRAND AVENUE STREET 2: 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: (213) 830-6300 MAIL ADDRESS: STREET 1: 333 SOUTH GRAND AVENUE STREET 2: 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CBL & ASSOCIATES PROPERTIES INC CENTRAL INDEX KEY: 0000910612 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 621545718 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 2030 HAMILTON PLACE BVLD, SUITE 500 STREET 2: CBL CENTER CITY: CHATTANOOGA STATE: TN ZIP: 37421 BUSINESS PHONE: 4238550001 MAIL ADDRESS: STREET 1: 2030 HAMILTON PLACE BVLD, SUITE 500 STREET 2: CBL CENTER CITY: CHATTANOOGA STATE: TN ZIP: 37421 3 1 es220235157_3-cbl1.xml OWNERSHIP DOCUMENT X0206 3 2021-11-01 0 0000910612 CBL & ASSOCIATES PROPERTIES INC CBL 0000949509 OAKTREE CAPITAL MANAGEMENT LP 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES CA 90071 0 0 1 0 0001474241 Oaktree Value Opportunities Fund Holdings, L.P. 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES CA 90071 0 0 1 0 0001474239 Oaktree Value Opportunities Fund GP, L.P. 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES CA 90071 0 0 1 0 0001474240 Oaktree Value Opportunities Fund GP Ltd. 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES CA 90071 0 0 1 0 0001892307 OCM Xb CBL-E Holdings, LLC 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES CA 90071 0 0 1 0 0001499005 Oaktree Fund GP, LLC 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES CA 90071 0 0 1 0 0001402746 OAKTREE FUND GP I, L.P. 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES CA 90071 0 0 1 0 0001403530 Oaktree Capital I, L.P. 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES CA 90071 0 0 1 0 0001407178 OCM HOLDINGS I, LLC 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES CA 90071 0 0 1 0 0001407181 OAKTREE HOLDINGS, LLC 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES CA 90071 0 0 1 0 Common Stock, par value $0.001 per share 342315 D Common Stock, par value $0.001 per share 1821984 D Common Stock, par value $0.001 per share 5925 D 7.0% Exchangeable Senior Secured Notes due 2028 16.67 2021-11-01 2028-11-15 Common Stock 199474 I See footnote 7.0% Exchangeable Senior Secured Notes due 2028 16.67 2021-11-01 2028-11-15 Common Stock 1771661 I See footnote Consists of 342,315 shares of common stock held by Oaktree Value Opportunities Fund Holdings, L.P. ("VOF Holdings"). Consists of 1,821,984 shares of common stock held by OCM Xb CBL-E Holdings, LLC ("Xb CBL-E"). Consists of 5,925 shares of common stock held by Wells Street Global Partners LP ("WSGP"). This Form 3 is being filed jointly by (each, a "Reporting Person" and, collectively, the "Reporting Persons") (i) VOF Holdings, (ii) Oaktree Value Opportunities Fund GP, L.P. ("VOF GP"), in its capacity as the general partner of VOF Holdings, (iii) Oaktree Value Opportunities Fund GP Ltd. ("VOF GP Ltd."), in its capacity as the general partner of VOF GP, (iv) Xb CBL-E, (v) Oaktree Fund GP, LLC ("Fund GP"), in its capacity as the general partner of Xb CBL-E, (vi) Oaktree Fund GP I, L.P. ("Fund GP I"), in its capacity as the managing member of Fund GP, (vii) Oaktree Capital I, L.P. ("Capital I"), in its capacity as the general partner of Fund GP I, (viii) OCM Holdings I, LLC ("Holdings I"), in its capacity as general partner of Capital I, (ix) Oaktree Holdings, LLC ("Holdings"), in its capacity as the managing member of Holdings I, (x) Oaktree Capital Management, L.P. ("Management"), in its capacity (cont'd in FN4) (con't from FN3) as the sole director of VOF GP Ltd, (xi) Oaktree Capital Management GP, LLC ("Management GP"), in its capacity as the general partner of Management, (xii) Atlas OCM Holdings LLC ("Atlas"), in its capacity as the manager of Management GP, (xiii) Oaktree Capital Group, LLC ("OCG"), in its capacity as managing member of Holdings, (xiv) Oaktree Capital Group Holdings GP, LLC ("OCGH GP"), as indirect owner of the class B units of each of OCG and Atlas, (xv) WSGP, (xvi) Brookfield Public Securities Group LLC ("Securities Group"), in its capacity as the sole member of the general partner of WSGP, (xvii) Brookfield Public Securities Group Holdings LLC ("Securities Group Holdings"), in its capacity as the sole member of Securities Group, (xviii) Brookfield US Inc. ("Brookfield US"), in its capacity as the managing member of Securities Group Holdings, (xix) Brookfield US Holdings Inc. ("Brookfield US Holdings"), in (con't in FN5) (con't from FN4) its capacity as the sole shareholder of Brookfield US, (xx) Brookfield Holdings Canada Inc. ("Brookfield Holdings Canada"), in its capacity as the sole shareholder of Brookfield US Holdings, (xxi) Brookfield Asset Management Inc. ("BAM"), in its capacity as the indirect owner of the class A units of each of OCG and Atlas and sole shareholder of Brookfield Holdings Canada and (xxii) BAM Partners Trust ("BAM Partnership"), in its capacity as the sole owner of Class B Limited Voting Shares of BAM. Consists of $3,324,573 of 7.0% Exchangeable Senior Secured Notes due 2028 ("Exchangeable Notes") held by VOF Holdings convertible into 199,474 Common Shares. Consists of $29,527,685 of Exchangeable Notes held by Xb CBL-E convertible into 1,771,661 Common Shares. Exchangeable Notes may be exchanged into Common Stock of CBL & Associates Properties, Inc. at any time prior to maturity by the holders at the initial exchange rate, subject to adjustment in the manner set forth in that certain exchangeable notes indenture, dated November 1, 2021, of 60 shares of Common Stock for each $1,000 in aggregate principal amount of Exchangeable Notes. Ownership of the Exchangeable Notes does not constitute beneficial ownership of Common Stock under Rule 13d-3 under the Securities Exchange Act of 1934 because the Reporting Persons do not have the right to require the issuer of the Exchangeable Notes (which may consummate the exchange in cash, Common Stock or a combination thereof) to exchange the Exchangeable Notes for shares of Common Stock. The Reporting Persons disclaim beneficial ownership of the shares of Common Stock that may be issuable upon exchange of the Exchangeable Notes. The Reporting Persons are jointly filing this Form 3. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended, each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of any or all of the reported securities for purposes of Section 16 or for any other purpose. We note that the undersigned have made a Schedule 13D filing, and we refer to the disclosures contained therein regarding potential "group" status and disclaimers thereto. // Form 1 of 3 /s/ See Signatures Included in Exhibit 99.1 2022-04-06 EX-99.1 2 es220235157_ex9901.htm EXHIBIT 99.1

 

EXHIBIT 99.1

 

This Statement on Form 3 is filed jointly by the Reporting Persons listed below. The principal business address of each of these Reporting Persons is 333 South Grand Avenue, 28th Floor, Los Angeles, California 90071.

 

Name of Designated Filer: OAKTREE CAPITAL MANAGEMENT LP

 

Date of Event Requiring Statement: November 1, 2021

 

Issuer Name and Ticker or Trading Symbol: CBL & ASSOCIATES PROPERTIES INC [CBL]

 

  OAKTREE CAPITAL MANAGEMENT, L.P.
       
  By: /s/ Henry Orren  
    Name: Henry Orren  
    Title: Senior Vice President  

 

  OAKTREE VALUE OPPORTUNITIES FUND HOLDINGS, L.P.
       
 

 By: Oaktree Value Opportunities Fund GP, L.P.  
  Its: General Partner  
       
  By: Oaktree Value Opportunities Fund GP Ltd.  
  Its: General Partner  
       
  By: Oaktree Capital Management, L.P.  
  Its: Director  
       
  By: /s/ Henry Orren  
    Name: Henry Orren  
    Title: Senior Vice President  

 

  OAKTREE VALUE OPPORTUNITIES FUND GP, L.P.
       
  By: Oaktree Value Opportunities Fund GP Ltd.  
  Its: General Partner  
       
  By: Oaktree Capital Management, L.P.  
  Its: Director  
       
  By: /s/ Henry Orren  
    Name: Henry Orren  
    Title: Senior Vice President  

 

  OAKTREE VALUE OPPORTUNITIES FUND GP LTD.
       
  By: Oaktree Capital Management, L.P.  
  Its: Director  
       
  By: /s/ Henry Orren  
    Name: Henry Orren  
    Title: Senior Vice President  

 

  OCM XB CBL-E HOLDINGS, LLC
       
  By: Oaktree Fund GP, LLC  
  Its: General Partner  
       
  By: Oaktree Fund GP I, L.P.  
  Its: Managing Member  
       
  By: /s/ Henry Orren  
    Name: Henry Orren  
    Title: Senior Vice President  

 

  OAKTREE FUND GP, LLC
       
  By: Oaktree Fund GP I, L.P.
  Its: Managing Member  
       
  By: /s/ Henry Orren  
    Name: Henry Orren  
    Title: Authorized Signatory  

 

  OAKTREE FUND GP I, L.P.
       
  By: /s/ Henry Orren  
    Name: Henry Orren  
    Title: Authorized Signatory  

 

  OAKTREE CAPITAL I, L.P.
       
  By: /s/ Henry Orren  
    Name: Henry Orren  
    Title: Senior Vice President  

 

  OCM HOLDINGS I, LLC
       
  By: /s/ Henry Orren  
    Name: Henry Orren  
    Title: Senior Vice President  

 

  OAKTREE HOLDINGS, LLC
       
  By: /s/ Henry Orren  
    Name: Henry Orren  
    Title: Senior Vice President