Filing Details
- Accession Number:
- 0001193805-21-001230
- Form Type:
- 13D Filing
- Publication Date:
- 2021-08-26 20:00:00
- Filed By:
- Exeter Capital Investors, L.p.
- Company:
- Cbl & Associates Properties Inc (NYSE:CBL)
- Filing Date:
- 2021-08-27
- SEC Url:
- 13D Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Exeter Capital Investors | 0 | 12,382,230 | 0 | 12,382,230 | 12,382,230 | 6.3 (1) 14 Type of Reporting Person PN (1) Calculation is based on a total of 196,443,846 s hares of Common Stock, par value .01 per share ( Common Stock ) of CBL Associates Properties, Inc. (the Issuer ) outstanding as of August 10, 2022, which amount is derived from the amount reported in the Issuer s Quarterly Report on Form 10-Q for the period ended June 30, 2021. CUSIP No. 124830100 13D Page 3 of 8 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Exeter Capital GP LLC I.R.S. I.D. No. 2 Check the Appropriate Box if a Member of a Group (a) (b) 3 SEC Use Only 4 Sources of Funds WC 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(e) of 2(f) 6 Citizenship or Place of Organization Delaware Number of Shares Beneficially Owned by Each Reporting Person With 7 Sole Voting Power 0 8 Shared Voting Power 12,382,230 9 Sole Dispositive Power 0 10 Shared Dispositive Power 12,382,230 11 Aggregate Amount Beneficially Owned by Each Reporting Person 12,382,230 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 13 Percent of Class Represented by Amount in Row (11) 6.3 (1) 14 Type of Reporting Person OO (1) Calculation is based on a total of 196,443,846 s hares of Common Stock, par value .01 per share ( Common Stock ) of CBL Associates Properties, Inc. (the Issuer ) outstanding as of August 10, 2022, which amount is derived from the amount reported in the Issuer s Quarterly Report on Form 10-Q for the period ended June 30, 2021. CUSIP No. 124830100 13D Page 4 of 8 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person WEM Exeter LLC I.R.S. I.D. No. 2 Check the Appropriate Box if a Member of a Group (a) (b) 3 SEC Use Only 4 Sources of Funds WC 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(e) of 2(f) 6 Citizenship or Place of Organization Delaware Number of Shares Beneficially Owned by Each Reporting Person With 7 Sole Voting Power 0 8 Shared Voting Power 12,382,230 9 Sole Dispositive Power 0 10 Shared Dispositive Power 12,382,230 11 Aggregate Amount Beneficially Owned by Each Reporting Person 12,382,230 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 13 Percent of Class Represented by Amount in Row (11) 6.3 (1) 14 Type of Reporting Person OO (1) Calculation is based on a total of 196,443,846 s hares of Common Stock, par value .01 per share ( Common Stock ) of CBL Associates Properties, Inc. (the Issuer ) outstanding as of August 10, 2022, which amount is derived from the amount reported in the Issuer s Quarterly Report on Form 10-Q for the period ended June 30, 2021. CUSIP No. 124830100 13D Page 5 of 8 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Michael L. Ashner I.R.S. I.D. No. 2 Check the Appropriate Box if a Member of a Group (a) (b) 3 SEC Use Only 4 Sources of Funds PF 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(e) of 2(f) 6 Citizenship or Place of Organization Delaware Number of Shares Beneficially Owned by Each Reporting Person With 7 Sole Voting Power 0 8 Shared Voting Power 12,382,230 9 Sole Dispositive Power 0 10 Shared Dispositive Power 12,382,230 11 Aggregate Amount Beneficially Owned by Each Reporting Person 12,382,230 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 13 Percent of Class Represented by Amount in Row (11) 6.3 (1) 14 Type of Reporting Person OO (1) Calculation is based on a total of 196,443,846 s hares of Common Stock, par value .01 per share ( Common Stock ) of CBL Associates Properties, Inc. (the Issuer ) outstanding as of August 10, 2022, which amount is derived from the amount reported in the Issuer s Quarterly Report on Form 10-Q for the period ended June 30, 2021. CUSIP No. 124830100 13D Page 6 of 8 This Amendment No. 5 to Schedule 13D amends certain information contained in the Schedule 13D filed by Exeter Capital Investors, L.P., a Delaware limited partnership, Exeter Capital GP LLC, a Delaware limited liability company, WEM Exeter LLC, a Delaware limited liability company, and Michael L. Ashner with the Securities and Exchange Commission on August 26, 2016, as amended by Amendment No. 1 thereto filed with the Securities and Exchange Commission on November 4, 2019, as further amended by Amendment No. 2 thereto filed with the Securities and Exchange Commission on December 5, 2019, as further amended by Amendment No. 3 thereto filed with the Securities and Exchange Commission on September 29, 2020, and as further amended by Amendment No. 4 thereto filed with the Securities and Exchange Commission on November 2, 2020 (the 13D ) with respect to shares of common stock, par value 0.01 per share (the Common Stock ) of CBL Associates Properties, Inc., a Delaware corporation (the Issuer ). The principal executive offices of the Issuer are located at 2030 Hamilton Place Blvd., Suite 500, Chattanooga, Tennessee 37421. Capitalized terms used but not defined herein have the meanings ascribed to them in the 13D. Item 5. Interest of Securities of the Issuer. Item 5 shall be deleted in its entirety and replaced with the following (a) and (b) Beneficial Ownership As of the date of this Amendment No. 5 to Schedule 13D, each of the Reporting Persons may be deemed to beneficially own 12,382,230 shares of Common Stock, 12,349,139 shares of which are held directly by Exeter Capital Investors, L.P. and 33,091 shares of which are held by Michael L. Ashner for the benefit of Exeter Capital Investors, L.P. The 12,382,230 shares of Common Stock represent approximately 6.3% |
| Exeter Capital GP | 0 | 12,382,230 | 0 | 12,382,230 | 12,382,230 | |
| WEM Exeter | 0 | 12,382,230 | 0 | 12,382,230 | 12,382,230 | |
| Michael L. Ashner | 0 | 12,382,230 | 0 | 12,382,230 | 12,382,230 |
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
SCHEDULE 13D
under the Securities Exchange Act of 1934
(Amendment No. 5)
_______________________
CBL & ASSOCIATES PROPERTIES, INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
124830100
(CUSIP Number of Class
of Securities)
_______________________
David J. Heymann, Esq.
Meltzer, Lippe, Goldstein & Breitstone, LLP
190 Willis Avenue
Mineola, NY 11501
______________________________________________________________________
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 24, 2021
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box ☐.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| (continued on next page(s)) | Page 1 of 8 |
| CUSIP No. 124830100 | 13D | Page 2 of 8 |
| 1 | Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person
Exeter Capital Investors, L.P. I.R.S. I.D. No. | ||
| 2 | Check the Appropriate Box if a Member of a Group
| (a) ☒ (b) ☐
| |
| 3 | SEC Use Only
| ||
| 4 | Sources of Funds
WC | ||
| 5 | Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(e) of 2(f)
| ☐ | |
| 6 | Citizenship or Place of Organization
Delaware | ||
| Number of Shares Beneficially Owned by Each Reporting Person With | 7 | Sole Voting Power
0 | |
| 8 | Shared Voting Power
12,382,230 | ||
| 9
| Sole Dispositive Power
0 | ||
| 10
| Shared Dispositive Power
12,382,230 | ||
| 11
| Aggregate Amount Beneficially Owned by Each Reporting Person
12,382,230 | ||
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
| ☐ | |
| 13
| Percent of Class Represented by Amount in Row (11)
6.3 (1) | ||
| 14 | Type of Reporting Person
PN | ||
| (1) | Calculation is based on a total of 196,443,846 shares of Common Stock, par value $.01 per share (“Common Stock”) of CBL & Associates Properties, Inc. (the “Issuer”) outstanding as of August 10, 2022, which amount is derived from the amount reported in the Issuer’s Quarterly Report on Form 10-Q for the period ended June 30, 2021. |
| CUSIP No. 124830100 | 13D | Page 3 of 8 |
| 1 | Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person
Exeter Capital GP LLC I.R.S. I.D. No. | ||
| 2 | Check the Appropriate Box if a Member of a Group
| (a) ☒ (b) ☐
| |
| 3 | SEC Use Only
| ||
| 4 | Sources of Funds
WC | ||
| 5 | Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(e) of 2(f)
| ☐ | |
| 6 | Citizenship or Place of Organization
Delaware | ||
| Number of Shares Beneficially Owned by Each Reporting Person With | 7 | Sole Voting Power
0 | |
| 8 | Shared Voting Power
12,382,230 | ||
| 9
| Sole Dispositive Power
0 | ||
| 10
| Shared Dispositive Power
12,382,230 | ||
| 11
| Aggregate Amount Beneficially Owned by Each Reporting Person
12,382,230 | ||
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
| ☐ | |
| 13
| Percent of Class Represented by Amount in Row (11)
6.3 (1) | ||
| 14 | Type of Reporting Person
OO | ||
| (1) | Calculation is based on a total of 196,443,846 shares of Common Stock, par value $.01 per share (“Common Stock”) of CBL & Associates Properties, Inc. (the “Issuer”) outstanding as of August 10, 2022, which amount is derived from the amount reported in the Issuer’s Quarterly Report on Form 10-Q for the period ended June 30, 2021. |
| CUSIP No. 124830100 | 13D | Page 4 of 8 |
| 1 | Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person
WEM Exeter LLC I.R.S. I.D. No. | ||
| 2 | Check the Appropriate Box if a Member of a Group
| (a) ☒ (b) ☐
| |
| 3 | SEC Use Only
| ||
| 4 | Sources of Funds
WC | ||
| 5 | Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(e) of 2(f)
| ☐ | |
| 6 | Citizenship or Place of Organization
Delaware | ||
| Number of Shares Beneficially Owned by Each Reporting Person With | 7 | Sole Voting Power
0 | |
| 8 | Shared Voting Power
12,382,230 | ||
| 9
| Sole Dispositive Power
0 | ||
| 10
| Shared Dispositive Power
12,382,230 | ||
| 11
| Aggregate Amount Beneficially Owned by Each Reporting Person
12,382,230 | ||
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
| ☐ | |
| 13
| Percent of Class Represented by Amount in Row (11)
6.3 (1) | ||
| 14 | Type of Reporting Person
OO | ||
| (1) | Calculation is based on a total of 196,443,846 shares of Common Stock, par value $.01 per share (“Common Stock”) of CBL & Associates Properties, Inc. (the “Issuer”) outstanding as of August 10, 2022, which amount is derived from the amount reported in the Issuer’s Quarterly Report on Form 10-Q for the period ended June 30, 2021. |
| CUSIP No. 124830100 | 13D | Page 5 of 8 |
| 1 | Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person
Michael L. Ashner I.R.S. I.D. No. | ||
| 2 | Check the Appropriate Box if a Member of a Group
| (a) ☒ (b) ☐
| |
| 3 | SEC Use Only
| ||
| 4 | Sources of Funds
PF | ||
| 5 | Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(e) of 2(f)
| ☐ | |
| 6 | Citizenship or Place of Organization
Delaware | ||
| Number of Shares Beneficially Owned by Each Reporting Person With | 7 | Sole Voting Power
0 | |
| 8 | Shared Voting Power
12,382,230 | ||
| 9
| Sole Dispositive Power
0 | ||
| 10
| Shared Dispositive Power
12,382,230 | ||
| 11
| Aggregate Amount Beneficially Owned by Each Reporting Person
12,382,230 | ||
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
| ☐ | |
| 13
| Percent of Class Represented by Amount in Row (11)
6.3 (1) | ||
| 14 | Type of Reporting Person
OO | ||
| (1) | Calculation is based on a total of 196,443,846 shares of Common Stock, par value $.01 per share (“Common Stock”) of CBL & Associates Properties, Inc. (the “Issuer”) outstanding as of August 10, 2022, which amount is derived from the amount reported in the Issuer’s Quarterly Report on Form 10-Q for the period ended June 30, 2021. |
| CUSIP No. 124830100 | 13D | Page 6 of 8 |
This Amendment No. 5 to Schedule 13D amends certain information contained in the Schedule 13D filed by Exeter Capital Investors, L.P., a Delaware limited partnership, Exeter Capital GP LLC, a Delaware limited liability company, WEM Exeter LLC, a Delaware limited liability company, and Michael L. Ashner with the Securities and Exchange Commission on August 26, 2016, as amended by Amendment No. 1 thereto filed with the Securities and Exchange Commission on November 4, 2019, as further amended by Amendment No. 2 thereto filed with the Securities and Exchange Commission on December 5, 2019, as further amended by Amendment No. 3 thereto filed with the Securities and Exchange Commission on September 29, 2020, and as further amended by Amendment No. 4 thereto filed with the Securities and Exchange Commission on November 2, 2020 (the “13D”) with respect to shares of common stock, par value $0.01 per share (the “Common Stock”) of CBL & Associates Properties, Inc., a Delaware corporation (the “Issuer”). The principal executive offices of the Issuer are located at 2030 Hamilton Place Blvd., Suite 500, Chattanooga, Tennessee 37421. Capitalized terms used but not defined herein have the meanings ascribed to them in the 13D.
| Item 5. | Interest of Securities of the Issuer. |
Item 5 shall be deleted in its entirety and replaced with the following:
(a) and (b) Beneficial Ownership
As of the date of this Amendment No. 5 to Schedule 13D, each of the Reporting Persons may be deemed to beneficially own 12,382,230 shares of Common Stock, 12,349,139 shares of which are held directly by Exeter Capital Investors, L.P. and 33,091 shares of which are held by Michael L. Ashner for the benefit of Exeter Capital Investors, L.P. The 12,382,230 shares of Common Stock represent approximately 6.3% of the Common Stock outstanding. The percentages set forth above and on the cover pages hereto represent percentages of the outstanding shares of Common Stock based on a total of 196,443,846 shares of Common Stock outstanding as of August 10, 2021, which amount is derived from amount reported in the Issuer’s Quarterly Report on Form 10-Q for the period ended June 30, 2021.
Each of the Reporting Persons may be deemed to exercise the shared voting and dispositive authority over 12,382,230 shares of Common Stock.
| (c) | Transactions during the past sixty days |
None
| (d) | Right to receive dividends or proceeds |
Not applicable.
| (e) | Beneficial ownership of less than five percent |
Not applicable.
| CUSIP No. 124830100 | 13D | Page 7 of 8 |
Signatures
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated as of: August 27, 2021
| EXETER CAPITAL INVESTORS, L.P. | |||||
| By: | Exeter Capital GP LLC | ||||
| General Partner | |||||
| By: | WEM Exeter LLC | ||||
| Managing Member | |||||
| By | /s/ Michael L. Ashner | ||||
| Michael L. Ashner | |||||
| Managing Member | |||||
| EXETER CAPITAL GP LLC | |||||
| By: | WEM Exeter LLC | ||||
| Managing Member | |||||
| By | /s/ Michael L. Ashner | ||||
| Michael L. Ashner | |||||
| Managing Member | |||||
| WEM EXETER LLC | |||||
| By | /s/ Michael L. Ashner | ||||
| Michael L. Ashner | |||||
| Managing Member | |||||
| /s/ Michael L. Ashner | |||||
| Michael L. Ashner | |||||
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).
| CUSIP No. 124830100 | 13D | Page 8 of 8 |
ANNEX A
Schedule of Transactions in Common Shares of the Issuer During the Past 60 Days
| Date of Transaction | Quantity Sold | Sale Price per Share |
| 8/4/2021 | 25,000 | 0.12 |
| 8/5/2021 | 100,000 | 0.12 |
| 8/6/2021 | 100,000 | 0.11 |
| 8/9/2021 | 26,500 | 0.11 |
| 8/10/2021 | 50,000 | 0.11 |
| 8/11/2021 | 175,000 | 0.12 |
| 8/12/2021 | 145,624 | 0.13 |
| 8/13/2021 | 49,950 | 0.13 |
| 8/16/2021 | 100,000 | 0.13 |
| 8/17/2021 | 108,575 | 0.13 |
| 8/18/2021 | 100,000 | 0.13 |
| 8/19/2021 | 63,655 | 0.12 |
| 8/20/2021 | 100,000 | 0.14 |
| 8/23/2021 | 70,030 | 0.13 |
| 8/24/2021 | 190,702 | 0.13 |
| 8/25/2021 | 212,800 | 0.13 |
| 8/26/2021 | 400,000 | 0.13 |
| 8/27/2021 | 249,934 | 0.13 |