CHATTANOOGA, Tenn.–(BUSINESS WIRE)–CBL Properties (NYSE: CBL) (“CBL” or the “Company”) announced that its Board of Directors today adopted a shareholder protection rights agreement (“Rights Agreement”) and declared a dividend of one right on each outstanding share of CBL common stock. The record date for determining the shareholders entitled to receive the rights is September 22, 2022.
The adoption of the Rights Agreement is intended to protect the long-term interests of CBL and all CBL shareholders and to enable them to realize the full potential value of their investment in the Company. The rights agreement is designed to reduce the likelihood that any entity, person or group will obtain control or significant influence over CBL, through the open market accumulation of the company’s stock, private purchases or otherwise, without adequately compensating all CBL shareholders. for control at a full and fair price in a transaction that is in the best interest of the Company and its shareholders.
“We have made significant strategic and operational progress since emerging from bankruptcy in November 2021,” said Stephen Lebovitz, Chief Executive Officer of CBL. “In ten months, we have completed a number of major transactions that have significantly improved the strength and flexibility of our balance sheet, including the refinancing of higher rate secured notes generating significant interest savings, and the completion of property benefits. These transactions and ongoing operational improvements have enabled our portfolio to generate strong cash flow, which has driven returns for shareholders through the implementation of a regular quarterly cash dividend.
Lebovitz continued:As we approach the first anniversary of our emergence, we continue to develop long-term business strategies to pursue financial and operational improvements, create value across our portfolio and generate continued returns for our shareholders.
If a person or group acquires beneficial ownership (as defined in the Rights Agreement) of 10% or more of the outstanding common stock of the Company or, in the case of persons or groups owning 10% or more common stock of CBL on the date of adoption of the rights agreement (including Canyon Capital Advisors, Oaktree Capital Management and Strategic Value Partners), increases their beneficial ownership, the rights will allow shareholders other than the person or group exceeding this limit to purchase common shares of CBL at a reduced price.
Mr. Lebovitz said that “the rights agreement is not intended to preclude discussions or engagement with the parties regarding opportunities to create value for CBL. In addition, it will ensure that the board and management can properly assess and implement business and operational strategies that maximize value for all CBL shareholders.
The Rights Agreement does not contain any dead hand, slow hand, no hand or similar feature that would limit the ability of a future Board to redeem the Rights at any time before a person or group crosses the 10% threshold.
The rights agreement will automatically expire in one year, on September 8, 2023.
Shareholders are not required to take any action to receive the Rights Distribution. Until the Rights become exercisable, they will trade with the common shares of the Company. The rights grant will have no impact on the company’s reported earnings per share and will not change the way the company’s common stock is currently traded. The rights issue is not taxable to CBL or its shareholders.
CBL is a publicly traded company whose shares trade on the New York Stock Exchange under the ticker symbol CBL.
About CBL Properties
Based in Chattanooga, TN, CBL Properties owns and manages a nationwide portfolio of market-leading properties located in vibrant and growing communities. The CBL-owned and managed portfolio includes 95 properties totaling 59.6 million square feet across 24 states, including 57 high-end enclosed malls, outlet malls and lifestyle malls, as well as more than 30 outdoor centers and other assets. CBL seeks to continually strengthen its business and portfolio through active management, aggressive leasing and profitable reinvestment in its properties. For more information, visit cblproperties.com.
The information contained in this document contains “forward-looking statements” within the meaning of the federal securities laws. Such statements are inherently subject to risks and uncertainties, many of which cannot be predicted with precision and some of which may not even be anticipated. Future events and actual events, financial and otherwise, may differ materially from the events and results discussed in the forward-looking statements. The reader is directed to the company’s various filings with the Securities and Exchange Commission, including, but not limited to, the company’s Annual Report on Form 10-K and the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included therein, for an analysis of these risks and uncertainties.