Official Form 426 Periodic Report About Controlled Non-Debtor Entities’ Value, Operations, and Profitability page 1 Official Form 426 Periodic Report Regarding Value, Operations, and Profitability of Entities in Which the Debtor’s Estate Holds a Substantial or Controlling Interest 12/17 Name of Controlled Non-Debtor Entity Interest of the Debtor Tab # This Periodic Report contains separate reports (Entity Reports) on the value, operations, and profitability of each Controlled Non-Debtor Entity. Each Entity Report consists of five exhibits. Exhibit A contains the most recently available: balance sheet, statement of income ( loss), statement of cash flows, and a statement of changes in shareholders’ or partners’ equity ( deficit) for the period covered by the Entity Report, along with summarized footnotes. Exhibit B describes the Controlled Non-Debtor Entity’s business operations. Exhibit C describes claims between the Controlled Non-Debtor Entity and any other Controlled Non-Debtor Entity. Exhibit D describes how federal, state or local taxes, and any tax attributes, refunds, or other benefits, have been allocated between or among the Controlled Non-Debtor Entity and any Debtor or any other Controlled Non-Debtor Entity and includes a copy of each tax sharing or tax allocation agreement to which the Controlled Non-Debtor Entity is a party with any other Controlled Non-Debtor Entity. Exhibit E describes any payment, by the Controlled Non-Debtor Entity, of any claims, administrative expenses or professional fees that have been or could be asserted against any Debtor, or the incurrence of any obligation to make such payments, together with the reason for the entity’s payment thereof or incurrence of any obligation with respect thereto. This Periodic Report must be signed by a representative of the trustee or debtor in possession. Debtor Name __________________________________________________________________ United States Bankruptcy Court for the:_______________________ District of ________ (State) Case number: _________________________ Fill in this information to identify the case: CBL & Associates Properties, Inc. Southern TX 20-35226 This is the Periodic Report as of ______ September 30, 2020 ____ on the value, operations, and profitability of those entities in which a Debtor holds, or two or more Debtors collectively hold, a substantial or controlling interest (a “Controlled Non -Debtor Entity”), as required by Bankruptcy Rule 2015.3. For purposes of this form, “Debtor” shall include the estate of such Debtor. CBL & Associates Properties, Inc. holds a substantial or controlling interest in the following entities: See following pages Case 20-35226 Document 871 Filed in TXSB on 02/02/21 Page 1 of 42
Transcript
Official Form 426 Periodic Report About Controlled Non-Debtor Entities’ Value, Operations, and Profitability page 1
Official Form 426
Periodic Report Regarding Value, Operations, and Profitability of Entities
in Which the Debtor’s Estate Holds a Substantial or Controlling Interest
12/17
Name of Controlled Non-Debtor Entity Interest of the Debtor Tab #
This Periodic Report contains separate reports (Entity Reports) on the value, operations, and profitability of each
Controlled Non-Debtor Entity.
Each Entity Report consists of five exhibits.
Exhibit A contains the most recently available: balance sheet, statement of income (loss), statement of cash flows,
and a statement of changes in shareholders’ or partners’ equity (deficit) for the period covered by the Entity Report,
along with summarized footnotes.
Exhibit B describes the Controlled Non-Debtor Entity’s business operations.
Exhibit C describes claims between the Controlled Non-Debtor Entity and any other Controlled Non-Debtor Entity.
Exhibit D describes how federal, state or local taxes, and any tax attributes, refunds, or other benefits, have been
allocated between or among the Controlled Non-Debtor Entity and any Debtor or any other Controlled Non-Debtor
Entity and includes a copy of each tax sharing or tax allocation agreement to which the Controlled Non-Debtor
Entity is a party with any other Controlled Non-Debtor Entity.
Exhibit E describes any payment, by the Controlled Non-Debtor Entity, of any claims, administrative expenses or
professional fees that have been or could be asserted against any Debtor, or the incurrence of any obligation to make
such payments, together with the reason for the entity’s payment thereof or incurrence of any obligation with
respect thereto.
This Periodic Report must be signed by a representative of the trustee or debtor in possession.
Debtor Name __________________________________________________________________
United States Bankruptcy Court for the:_______________________ District of ________(State)
Case number: _________________________
Fill in this information to identify the case:
CBL & Associates Properties, Inc.
Southern TX
20-35226
This is the Periodic Report as of ______September 30, 2020____ on the value, operations, and profitability of those entities in which a
Debtor holds, or two or more Debtors collectively hold, a substantial or controlling interest (a “Controlled Non-Debtor
Entity”), as required by Bankruptcy Rule 2015.3. For purposes of this form, “Debtor” shall include the estate of such
Debtor.
CBL & Associates Properties, Inc. holds a substantial or controlling interest in the following entities:
See following pages
Case 20-35226 Document 871 Filed in TXSB on 02/02/21 Page 1 of 42
Debtor Name _______________________________________________________ Case number_____________________________________
Official Form 426 Periodic Report About Controlled Non-Debtor Entity’s Value, Operations, and Profitability page 2
The undersigned, having reviewed the Entity Reports for each Controlled Non-Debtor Entity, and being familiar with the Debtor’s
financial affairs, verifies under the penalty of perjury that to the best of his or her knowledge, (i) this Periodic Report and the
attached Entity Reports are complete, accurate, and truthful to the best of his or her knowledge, and (ii) the Debtor did not cause
the creation of any entity with actual deliberate intent to evade the requirements of Bankruptcy Rule 2015.3
For non-individual Debtors:
_/s/ Farzana Khaleel_______________________
Signature of Authorized IndividualFarzana Khaleel, Chief Financial Officer and Executive Vice President ____________________________ Printed name of Authorized Individual
Date 02 02 2021
MM / DD / YYYY
For individual Debtors:___________________________________________
Signature of Debtor 1
_______________________________________ Printed name of Debtor 1
Date _______________
MM / DD / YYYY
____________________________________________
Signature of Debtor 2
____________________________________________ Printed name of Debtor 2
Date _______________
MM / DD / YYYY
CBL & Associates Properties, Inc. 20-35226
Case 20-35226 Document 871 Filed in TXSB on 02/02/21 Page 2 of 42
Controlled Non-Debtor Entity (1) Interest of the Debtors
(1) Entities marked with a “*” are non-Debtor subsidiaries that function merely as “pass through” entities. As such, these entities, as of the date of filing this periodic report, do not have any assets, liabilities, or operations and, consequently, have no information to report. Therefore, financial statements have not been provided for these Controlled Non-Debtor Entities.(2) Asheville Mall CMBS, LLC is in the midst of the foreclosure process.(3) Burnsville Center SPE, LLC foreclosure was completed in December 2020.
Case 20-35226 Document 871 Filed in TXSB on 02/02/21 Page 3 of 42
Controlled Non-Debtor Entity Interest of the Debtors
48) CBL/Cary II, LLC* 100.00%
49) CBL/Columbia I, LLC* 100.00%
50) CBL/Columbia II, LLC* 100.00%
51) CBL/Columbia Place, LLC* 100.00%
52) CBL/CREA Broad Street, LLC* 100.00%
53) CBL/Foothills Plaza Partnership* 100.00%
54) CBL/GP I, Inc.* 100.00%
55) CBL/GP III, Inc.* 100.00%
56) CBL/High Pointe GP, LLC* 100.00%
57) CBL/Huntsville, LLC* 100.00%
58) CBL/Kentucky Oaks, LLC* 100.00%
59) CBL/Low Limited Partnership* 100.00%
60) CBL/Madison II, LLC* 100.00%
61) CBL/Midland I, LLC* 100.00%
62) CBL/Midland II, LLC* 100.00%
63) CBL/MS General Partnership* 100.00%
64) CBL/MSC II, LLC* 100.00%
65) CBL/MSC, LLC* 100.00%
66) CBL/Park Plaza GP, LLC* 100.00%
67) CBL/Park Plaza Mall, LLC* 100.00%
68) CBL/Park Plaza, Limited Partnership* 100.00%
69) CBL/Regency II, LLC* 100.00%
70) CBL/Stroud, Inc.* 100.00%
71) CBL/Towne Mall I, LLC* 100.00%
72) CBL/Towne Mall II, LLC* 100.00%
73) CBL/Wausau I, LLC* 100.00%
74) CBL/Wausau II, LLC* 100.00%
75) CBL/Wausau III, LLC* 100.00%
76) CBL/Wausau IV, LLC* 100.00%
77) CBL/Westmoreland Ground, LLC* 100.00%
78) CBL/York Town Center GP, LLC* 100.00%
79) CBL/York Town Center, LLC* 100.00%
80) CBL/York, Inc.* 100.00%
81) CBL-706 Building, LLC* 100.00%
82) CBL-708 Land, LLC* 100.00%
83) CBL-850 GC, LLC* 100.00%
84) CBL-BA Building, LLC* 100.00%
85) CBL-Brassfield Shopping Center, LLC* 100.00%
86) CBL-Caldwell Court, LLC* 100.00%
87) CBL-D'Iberville Member, LLC* 100.00%
88) CBL-Garden Square, LLC* 100.00%
89) CBL-Hunt Village, LLC* 100.00%
90) CBL-LP Office Building, LLC* 100.00%
91) CBL-MS GP, LLC* 100.00%
92) CBL-New Garden Crossing, LLC* 100.00%
93) CBL-Northwest Centre, LLC* 100.00%
94) CBL-Oak Hollow Square, LLC* 100.00%
95) CBL-OB Business Center, LLC* 100.00%
96) CBL-One Oyster Point, LLC* 100.00%
97) CBL-PB Center I, LLC* 100.00%
98) CBL-ST Building, LLC* 100.00%
99) CBL-Sunday Drive, LLC* 100.00%
100) CBL-TRS Member I, LLC* 100.00%
Case 20-35226 Document 871 Filed in TXSB on 02/02/21 Page 4 of 42
Controlled Non-Debtor Entity Interest of the Debtors
101) CBL-TRS Member II, LLC* 100.00%
102) CBL-Two Oyster Point, LLC* 100.00%
103) CBL-Westridge Square, LLC* 100.00%
104) CBL-Westridge Suites, LLC* 100.00%
105) Chesterfield Mall LLC* 100.00%
106) Chesterfield Parcel, LLC* 100.00%
107) Chicopee Marketplace III, LLC* 100.00%
108) CHM/Akron, LLC* 100.00%
109) Citadel Mall CMBS, LLC* 100.00%
110) Citadel Mall DSG, LLC* 100.00%
111) Cobblestone Village at Palm Coast LLC* 100.00%
112) College Station Partners, Ltd.* 100.00%
113) Columbia Joint Venture* 100.00%
114) Columbia Place/Anchor, LLC* 100.00%
115) Cross Creek Mall SPE, L.P. 100.00%
116) Cross Creek Mall, LLC* 100.00%
117) Crossings at Marshalls Creek I LLC* 100.00%
118) Crossings at Marshalls Creek II LLC* 100.00%
119) Crossings at Marshalls Creek Limited Partnership* 100.00%
120) CV at North Columbus, LLC* 100.00%
121) CVPC-Lo, LLC* 100.00%
122) CVPC-Outparcels, LLC* 100.00%
123) Dallan Acquisitions, LLC* 100.00%
124) Deco Mall, LLC* 100.00%
125) Development Options Centers, LLC* 100.00%
126) Development Options/Cobblestone, LLC* 100.00%
127) DM-Cayman, Inc.* 100.00%
128) Eastgate Crossing CMBS, LLC* 100.00%
129) Eastgate Mall CMBS, LLC 100.00%
130) Eastland Medical Building, LLC* 100.00%
131) Evin Acquisitions, LLC* 100.00%
132) Fashion Square Mall CMBS, LLC* 100.00%
133) Fayette Development Property, LLC* 100.00%
134) Fayette Mall SPE, LLC 100.00%
135) FHP Expansion GP I, LLC* 100.00%
136) FHP Expansion GP II, LLC* 100.00%
137) Foothills Mall Associates, LP* 100.00%
138) Foothills Mall, Inc.* 100.00%
139) Galleria Associates, L.P., The* 100.00%
140) GCTC Peripheral III, LLC* 100.00%
141) GCTC Peripheral V, LLC* 100.00%
142) Greenbrier Mall II, LLC 100.00%
143) Greenbrier Mall, LLC* 100.00%
144) Gulf Coast Town Center CMBS, LLC* 100.00%
145) Gulf Coast Town Center Peripheral I, LLC* 100.00%
146) Gulf Coast Town Center Peripheral II, LLC* 100.00%
222) Willowbrook Plaza Limited Partnership* 100.00%
223) WNC Shopping Center, LLC* 100.00%
224) WPMP Holding LLC* 100.00%
225) CBL HP Hotel Member, LLC* 100.00%
226) Continental 425 Fund LLC 43.50%
227) Statesboro Crossing, LLC 50.00%
228) The Promenade D'Iberville, LLC 85.00%
229) Atlanta Outlet JV, LLC * 50.00%
230) Atlanta Outlet Outparcels, LLC 50.00%
231) Atlanta Outlet Shoppes II, LLC 50.00%
232) Atlanta Outlet Shoppes, LLC 50.00%
233) Bluegrass Outlet Shoppes CMBS, LLC 65.00%
234) Bluegrass Outlet Shoppes II, LLC 65.00%
235) El Paso Outlet Center CMBS, LLC 50.00%
236) El Paso Outlet Center Holding, LLC * 50.00%
237) El Paso Outlet Center II Expansion, LLC * 75.00%
238) El Paso Outlet Center II, LLC * 75.00%
239) El Paso Outlet Center LLC * 50.00%
240) El Paso Outlet Center Manager, Inc. * 50.00%
241) El Paso Outlet Outparcels II LLC 50.00%
242) El Paso Outlet Outparcels, LLC 33.00%
243) Gettysburg Outlet Center CMBS, LLC * 50.00%
244) Gettysburg Outlet Center GP, Inc. * 50.00%
245) Gettysburg Outlet Center Holding, LLC * 50.00%
246) Gettysburg Outlet Center, LLC 50.00%
247) Gettysburg Outlet Center, LP * 50.00%
248) Laredo Outlet JV, LLC * 65.00%
249) Laredo Outlet Shoppes, LLC 65.00%
250) Louisville Outlet Outparcels, LLC 65.00%
251) Louisville Outlet Shoppes, LLC * 65.00%
252) OK City JV, LLC 65.00%
253) OK City Outlets II, LLC * 65.00%
254) OK City Outlets III, LLC * 65.00%
255) OK City Outlets, LLC * 65.00%
256) High Point Development Limited Partnership * 75.00%
257) High Point Development Limited Partnership II * 75.00%
258) Madison Grandview Forum, LLC * 75.00%
259) Mall Shopping Center Company, L.P. * 50.56%
260) Village at Orchard Hills, LLC * 75.00%
261) PHG-CBL Lexington Fayette LLC * (4) TBD
(4) While this joint venture entity has been formed, the Debtors' ownership percentage has not yet been determined.
Case 20-35226 Document 871 Filed in TXSB on 02/02/21 Page 7 of 42
General Notes to the Periodic Report
This periodic report (the “Periodic Report”) has been prepared solely for the purpose of
complying with the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”) and
includes those non-Debtor entities (the “Controlled Non-Debtor Entities”) directly owned or
controlled by CBL & Associates Properties, Inc. and its Debtor affiliates in the above-captioned
chapter 11 cases (the “Debtors”).1 This Periodic Report excludes any investments where the
Debtors hold less than a controlling or substantial interest. The information included in this
Periodic Report has been provided by the Debtors’ management team.
Description of the Chapter 11 Cases
Beginning on November 1, 2020 (the “Petition Date”), the Debtors filed voluntary petitions for
relief under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) in the
United States Bankruptcy Court for the Southern District of Texas (the “Court”). The Debtors’
chapter 11 cases are being jointly administered for procedural purposes only pursuant to
Bankruptcy Rule 1015(b) under Case No. 20-35226. The Debtors continue to operate their
businesses and manage their properties as debtors in possession pursuant to sections 1107(a) and
1108 of the Bankruptcy Code. Additional information about these chapter 11 cases, court filings,
and claims information is available at the Debtors’ restructuring website maintained by the
Debtors’ claims agent at https://dm.epiq11.com/case/cblproperties/info.
Basis of Presentation
The Debtors are providing income statements & balance sheets for each of the Controlled Non-
Debtor Entities as required by Bankruptcy Rule 2015.3. The financial statements and
supplemental information contained herein are unaudited, represent condensed, combined
information, are limited in scope, and cover a limited time period. Thus, such financial statements
are derived from the consolidated books and records of the Debtors. Moreover, the presentation
in this Periodic Report does not include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements.
The Debtors and their non-Debtor subsidiaries prepare cash flow statements and statements of
shareholders’ equity only on a consolidated basis and not on an entity-by-entity basis. Therefore,
entity-by-entity cash flow statements and statements of shareholders’ equity are not included
in this Periodic Report.
As shown in the chart above, entities marked with an “*” are non-Debtor subsidiaries that function merely as “pass through” or otherwise inactive entities. Thus, these entities, as of the date of this Periodic Report, do not have any assets, liabilities, or operations and, consequently, have no information to report. Therefore, financial statements have not been provided for these Controlled Non-Debtor Entities.
1 A complete list of the Debtors in these Chapter 11 Cases may be obtained on the website of the Debtors’ claims
and noticing agent at https://dm.epiq11.com/CBLProperties. The Debtors’ service address for the purposes of
these Chapter 11 Cases is 2030 Hamilton Place Blvd., Suite 500, Chattanooga, Tennessee 37421.
Case 20-35226 Document 871 Filed in TXSB on 02/02/21 Page 8 of 42
Intercompany Transactions
Intercompany balances arise from several types of transactions, including, but not limited to, accounts receivable and accounts payable related to the Debtors’ centralized treasury management system, payment of fees to a Debtor for property management services, and intercompany loans. In addition, the Debtors’ books and records carry historical intercompany balances.
Reservation of Rights
Nothing contained in this Periodic Report shall constitute a waiver or admission by the Debtors
in any respect, nor shall this Periodic Report or any information set forth herein waive or release
any of the Debtors’ rights or admission with respect to these chapter 11 cases, or their estates,
including with respect to, among other things, matters involving objections to claims,
substantive consolidation, equitable subordination, defenses, characterization or re-
characterization of contracts, assumption or rejection of contracts under the provisions of
chapter 3 of the Bankruptcy Code and/or causes of action under the provisions of chapter 5 of
the Bankruptcy Code or any other relevant applicable laws to recover assets or avoid transfers.
The Debtors are reviewing the assets and liabilities of their non-Debtor subsidiaries on an
ongoing basis, including, without limitation, with respect to intercompany claims and
obligations, and nothing contained in this Periodic Report shall constitute a waiver of any of
the Debtors’ rights with respect to such assets, liabilities, claims, and obligations that may exist.
Case 20-35226 Document 871 Filed in TXSB on 02/02/21 Page 9 of 42
Debtor Name _______________________________________________________ Case number_____________________________________
Official Form 426 Periodic Report About Controlled Non-Debtor Entity’s Value, Operations, and Profitability page 3
Exhibit A: Financial Statements
CBL & Associates Properties, Inc. 20-35226
Please see Annexes A-1 and A-2 attached hereto.
Case 20-35226 Document 871 Filed in TXSB on 02/02/21 Page 10 of 42
Debtor Name _______________________________________________________ Case number_____________________________________
Official Form 426 Periodic Report About Controlled Non-Debtor Entity’s Value, Operations, and Profitability page 4
Exhibit A-1: Balance Sheet as of September 30, 2020
Please see Annex A-1 attached hereto.
CBL & Associates Properties, Inc. 20-35226
Case 20-35226 Document 871 Filed in TXSB on 02/02/21 Page 11 of 42
Debtor Name _______________________________________________________ Case number_____________________________________
Official Form 426 Periodic Report About Controlled Non-Debtor Entity’s Value, Operations, and Profitability page 5
Exhibit A-2: Statement of Income (Loss) for period ending September 30, 2020
Please see Annex A-2 attached hereto.
CBL & Associates Properties, Inc. 20-35226
Case 20-35226 Document 871 Filed in TXSB on 02/02/21 Page 12 of 42
Debtor Name _______________________________________________________ Case number_____________________________________
Official Form 426 Periodic Report About Controlled Non-Debtor Entity’s Value, Operations, and Profitability page 6
Exhibit A-3: Statement of Cash Flows for or period ending September 30, 2020
Not applicable. Please see Global Notes.
CBL & Associates Properties, Inc. 20-35226
Case 20-35226 Document 871 Filed in TXSB on 02/02/21 Page 13 of 42
Debtor Name _______________________________________________________ Case number_____________________________________
Official Form 426 Periodic Report About Controlled Non-Debtor Entity’s Value, Operations, and Profitability page 7
Exhibit A-4: Statement of Changes in Shareholders’/Partners’ Equity (Deficit) for
for period ending September 30, 2020
Not applicable. Please see Global Notes.
CBL & Associates Properties, Inc. 20-35226
Case 20-35226 Document 871 Filed in TXSB on 02/02/21 Page 14 of 42
Debtor Name _______________________________________________________ Case number_____________________________________
Official Form 426 Periodic Report About Controlled Non-Debtor Entity’s Value, Operations, and Profitability page 8
Exhibit B: Description of Operations
CBL & Associates Properties, Inc., its Debtor affiliates and its non-Debtor affiliates own, manage, develop, and redevelop retail centers in growing markets across the United States. These retail centers include, but are not limited to, associated centers, community centers, office building, and self-storage facilities.
CBL & Associates Properties, Inc. 20-35226
Case 20-35226 Document 871 Filed in TXSB on 02/02/21 Page 15 of 42
Debtor Name _______________________________________________________ Case number_____________________________________
Official Form 426 Periodic Report About Controlled Non-Debtor Entity’s Value, Operations, and Profitability page 9
Exhibit C: Description of Intercompany Claims
Please see Global Notes.
CBL & Associates Properties, Inc. 20-35226
Case 20-35226 Document 871 Filed in TXSB on 02/02/21 Page 16 of 42
Debtor Name _______________________________________________________ Case number_____________________________________
Official Form 426 Periodic Report About Controlled Non-Debtor Entity’s Value, Operations, and Profitability page 10
Exhibit D: Allocation of Tax Liabilities and Assets
All Controlled Non-Debtor Entities (as defined in the Global Notes) make tax payments on their respective behalves, with all taxes booked to the incurring entity’s ledger.
CBL & Associates Properties, Inc. 20-35226
Case 20-35226 Document 871 Filed in TXSB on 02/02/21 Page 17 of 42
Debtor Name _______________________________________________________ Case number_____________________________________
Official Form 426 Periodic Report About Controlled Non-Debtor Entity’s Value, Operations, and Profitability page 11
Exhibit E: Description of Controlled Non-Debtor Entity’s payments of Administrative Expenses, or Professional Fees
otherwise payable by a Debtor
The Debtors are unaware of any known payments made, or obligations incurred, by the Controlled Non-Debtor Entities in connection with any claims, administrative expenses, or professional fees that could be or have been asserted against any Debtor.
CBL & Associates Properties, Inc. 20-35226
Case 20-35226 Document 871 Filed in TXSB on 02/02/21 Page 18 of 42
CBL & Associates Properties, Inc.
Annex A-1 - Combining Balance Sheet
$ in Millions
Consolidating 2030 Insurance, LLC Alamance Crossing CMBS, LLC Arbor Place II, LLC
As of 12/31/2019 As of 9/30/2020 As of 12/31/2019 As of 9/30/2020 As of 12/31/2019 As of 9/30/2020
Assets
Real Estate Assets:
1) Land 224.35 228.12 - - 12.51 12.51
2) Building & Improvements 1,842.00 1,696.77 - - 83.49 82.77
