0000950142-22-001318.txt : 20220406 0000950142-22-001318.hdr.sgml : 20220406 20220406173607 ACCESSION NUMBER: 0000950142-22-001318 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: BROOKFIELD ASSET MANAGEMENT INC. CENTRAL INDEX KEY: 0001001085 STANDARD INDUSTRIAL CLASSIFICATION: OPERATORS OF NONRESIDENTIAL BUILDINGS [6512] STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-12494 FILM NUMBER: 22811495 BUSINESS ADDRESS: STREET 1: BROOKFIELD PLACE, 181 BAY ST, STE 300 STREET 2: PO BOX 762 CITY: TORONTO STATE: A6 ZIP: M5J2T3 BUSINESS PHONE: 416-363-9491 MAIL ADDRESS: STREET 1: BROOKFIELD PLACE, 181 BAY ST, STE 300 STREET 2: PO BOX 762 CITY: TORONTO STATE: A6 ZIP: M5J2T3 FORMER NAME: FORMER CONFORMED NAME: BRASCAN CORP/ DATE OF NAME CHANGE: 20010321 FORMER NAME: FORMER CONFORMED NAME: EDPERBRASCAN CORP DATE OF NAME CHANGE: 19970904 FORMER NAME: FORMER CONFORMED NAME: BRASCAN LTD DATE OF NAME CHANGE: 19950919 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BAM Partners Trust CENTRAL INDEX KEY: 0001861643 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-12494 FILM NUMBER: 22811494 BUSINESS ADDRESS: STREET 1: 181 BAY STREET STREET 2: SUITE 300 CITY: TORONTO STATE: A6 ZIP: M5J 2T3 BUSINESS PHONE: 416-369-2621 MAIL ADDRESS: STREET 1: 181 BAY STREET STREET 2: SUITE 300 CITY: TORONTO STATE: A6 ZIP: M5J 2T3 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 es220235161_3-cbl3.xml OWNERSHIP DOCUMENT X0206 3 2021-11-01 0 0000910612 CBL & ASSOCIATES PROPERTIES INC CBL 0001001085 BROOKFIELD ASSET MANAGEMENT INC. BROOKFIELD PLACE, SUITE 300 181 BAY ST. PO BOX 762 TORONTO A6 M5J 2T3 ONTARIO, CANADA 0 0 1 0 0001861643 BAM Partners Trust BROOKFIELD PLACE, SUITE 300 181 BAY ST. PO BOX 762 TORONTO A6 M5J 2T3 ONTARIO, CANADA 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 3 of 3 /s/ See Signatures Included in Exhibit 99.1 2022-04-06 EX-99.1 2 es220235161_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 can be found on the Form 3 filed herewith.

Name of Designated Filer: BROOKFIELD ASSET MANAGEMENT INC.

Date of Event Requiring Statement: November 1, 2021

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

	BROOKFIELD ASSET MANAGEMENT INC.

	By:	/s/ Kathy Sarpash
		Name: Kathy Sarpash
		Title: Senior Vice President, Legal & Regulatory

	BAM PARTNERS TRUST

	By:	BAM Class B Partners Inc.
	Its:	Trustee

	By:	/s/ Kathy Sarpash
		Name: Kathy Sarpash
		Title: Secretary