Amended Statement of Ownership (sc 13g/a)
01 Février 2023 - 10:55PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
CBL & Associates
Properties, Inc.
(Name of Issuer)
Common Stock, $0.001 par value per share
(Title of Class of Securities)
124830878
(CUSIP Number)
Cetus Capital VI, L.P.
Littlejohn Opportunities Master Fund LP
OFM II, L.P.
VSS Fund, LP
8 Sound Shore Drive
Suite 303
Greenwich, CT 06830
(203) 552-3500
Copy to:
Shon Glusky, Esq.
Jason Schendel, Esq.
Sheppard Mullin Richter & Hampton LLP
30 Rockefeller Plaza
New York, NY 10112
(212) 634-3000
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and Communications)
December 31, 2022
(Date of Event which Requires Filing of this
Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
| ¨ | Rule
13d-1(b) |
| x | Rule
13d-1(c) |
| ¨ | Rule
13d-1(d) |
*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 the disclosures provided in a prior cover
page.
The information required in the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “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).
| CUSIP
No. 124830878 |
|
Page
2 of 11 |
| 1. |
Name
of Reporting Person: Cetus Capital VI, L.P. |
| 2. |
Check
the Appropriate Box if a Member of a Group |
(a)
¨
(b) x |
| 3. |
SEC
Use Only |
| 4. |
Citizenship
or Place of Organization: Delaware |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
5. |
Sole
Voting Power: 860,800 |
| 6. |
Shared
Voting Power: 0 |
| 7. |
Sole
Dispositive Power: 860,800 |
| 8. |
Shared
Dispositive Power: 0 |
| 9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person: 860,800 |
| 10. |
Check
Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) |
¨ |
| 11. |
Percent
of Class Represented by Amount in Row (9): 2.70%(1) |
| 12. |
Type
of Reporting Person (See Instructions): PN |
(1) Based on 31,834,178
shares of the Issuer’s common stock outstanding as of November 8, 2022, as reported in the Quarterly Report on Form 10-Q filed
by the Issuer on November 14, 2022.
| CUSIP
No. 124830878 |
|
Page
3 of 11 |
| 1. |
Name
of Reporting Person: Littlejohn Opportunities Master Fund LP |
| 2. |
Check
the Appropriate Box if a Member of a Group |
(a)
¨
(b) x |
| 3. |
SEC
Use Only |
| 4. |
Citizenship
or Place of Organization: Cayman Islands |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
5. |
Sole
Voting Power: 132,042 |
| 6. |
Shared
Voting Power: 0 |
| 7. |
Sole
Dispositive Power: 132,042 |
| 8. |
Shared
Dispositive Power: 0 |
| 9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person: 132,042 |
| 10. |
Check
Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) |
¨ |
| 11. |
Percent
of Class Represented by Amount in Row (9): 0.41%(1) |
| 12. |
Type
of Reporting Person (See Instructions): PN |
(1) Based on 31,834,178
shares of the Issuer’s common stock outstanding as of November 8, 2022, as reported in the Quarterly Report on Form 10-Q filed
by the Issuer on November 14, 2022.
| CUSIP
No. 124830878 |
|
Page
4 of 11 |
| 1. |
Name
of Reporting Person: OFM II, L.P. |
| 2. |
Check
the Appropriate Box if a Member of a Group |
(a)
¨
(b) x |
| 3. |
SEC
Use Only |
| 4. |
Citizenship
or Place of Organization: Delaware |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
5. |
Sole
Voting Power: 1,028,880 |
| 6. |
Shared
Voting Power: 0 |
| 7. |
Sole
Dispositive Power: 1,028,880 |
| 8. |
Shared
Dispositive Power: 0 |
| 9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person: 1,028,880 |
| 10. |
Check
Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) |
¨ |
| 11. |
Percent
of Class Represented by Amount in Row (9): 3.23%(1) |
| 12. |
Type
of Reporting Person (See Instructions): PN |
(1) Based on 31,834,178
shares of the Issuer’s common stock outstanding as of November 8, 2022, as reported in the Quarterly Report on Form 10-Q filed
by the Issuer on November 14, 2022.
| CUSIP
No. 124830878 |
|
Page
5 of 11 |
| 1. |
Name
of Reporting Person: VSS Fund, LP |
| 2. |
Check
the Appropriate Box if a Member of a Group |
(a)
¨
(b) x |
| 3. |
SEC
Use Only |
| 4. |
Citizenship
or Place of Organization: Delaware |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
5. |
Sole
Voting Power: 24,190 |
| 6. |
Shared
Voting Power: 0 |
| 7. |
Sole
Dispositive Power: 24,190 |
| 8. |
Shared
Dispositive Power: 0 |
| 9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person: 24,190 |
| 10. |
Check
Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) |
¨ |
| 11. |
Percent
of Class Represented by Amount in Row (9): 0.08%(1) |
| 12. |
Type
of Reporting Person (See Instructions): PN |
(1) Based on 31,834,178
shares of the Issuer’s common stock outstanding as of November 8, 2022, as reported in the Quarterly Report on Form 10-Q filed
by the Issuer on November 14, 2022.
| CUSIP
No. 124830878 |
|
Page
6 of 11 |
| Item 1(a). | Name
of Issuer: |
CBL & Associates Properties, Inc. (the “Issuer”)
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
2030 Hamilton Place Blvd., Suite 500
Chattanooga, TN 37421-6000
| Item 2(a). | Name of Person(s) Filing: |
This statement is filed by the entities listed below, all
of whom together are referred to herein as the “Reporting Persons”.
(i) Cetus Capital VI, L.P., a Delaware limited partnership,
whose general partner is Littlejohn Associates VI, L.P., a Delaware limited partnership.
(ii) Littlejohn Opportunities Master Fund LP, a Cayman Islands
limited partnership, whose general partner is Littlejohn Opportunities GP LLC, a Delaware limited liability company.
(iii) OFM II, L.P., a Delaware limited partnership, whose
general partner is Littlejohn Opportunities GP II, LLC, a Delaware limited liability company.
(iv) VSS Fund, L.P., a Delaware limited partnership, whose
general partner is Littlejohn Opportunities GP LLC, a Delaware limited liability company.
| Item 2(b). | Address of Principal Business Office or, if none, Residence: |
The address of the principal business office
of each of the Reporting Persons is 8 Sound Shore Drive, Suite 303, Greenwich, CT 06830.
See Item 4 of each cover page.
| Item 2(d). | Title of Class of Securities: |
See the cover page of this filing.
124830878.
| Item 3. | If this statement is filed pursuant to §§240.13d-1(b)
or 240.13d-2(b) or (c), check whether the person filing is a: |
Not applicable.
| CUSIP
No. 124830878 |
|
Page
7 of 11 |
| (a) | Amount
beneficially owned: |
See Item 9 of each cover page.
See
Item 11 of each cover page.
| (c) | Number
of shares as to which the person has: |
| (i) | Sole power to vote or
to direct the vote: |
See Item 5 of each cover page.
| (ii) | Shared power to vote
or to direct the vote: |
See Item 6 of each cover page.
| (iii) | Sole power to dispose
or to direct the disposition of: |
See Item 7 of each cover page.
| (iv) | Shared power to dispose
or to direct the disposition of: |
See Item 8 of each cover page.
| Item 5. |
Ownership
of Five Percent or Less of a Class. |
If the statement is being filed to report
the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class
of securities, check the following ¨.
| Item 6. | Ownership of More than
Five Percent on Behalf of Another Person. |
Not applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company or Control Person. |
Not applicable.
| Item 8. | Identification and Classification
of Members of the Group. |
Not applicable.
| Item 9. | Notice of Dissolution
of Group. |
Not applicable.
| CUSIP
No. 124830878 |
|
Page
8 of 11 |
By signing below, I certify that, to the best of
my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of
changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
| CUSIP
No. 124830878 |
|
Page
9 of 11 |
SIGNATURES
After reasonable inquiry
and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete
and correct.
| Dated: February 1, 2023 |
Cetus Capital VI,
L.P. |
| |
|
| |
By: Littlejohn
Associates VI, L.P., its general partner |
| |
|
| |
Name: |
/s/
Robert E. Davis |
| |
By: |
Robert E. Davis, Manager |
| |
|
| Dated: February 1, 2023 |
Littlejohn Opportunities
Master Fund LP |
| |
|
| |
By: Littlejohn
Opportunities GP LLC, its general partner |
| |
|
| |
Name: |
/s/
Robert E. Davis |
| |
By: |
Robert E. Davis, authorized
signatory |
| |
|
| Dated: February 1, 2023 |
OFM II, LP |
| |
|
| |
By: Littlejohn
Opportunities GP II, LLC, its general partner |
| |
|
| |
Name: |
/s/
Robert E. Davis |
| |
By: |
Robert E. Davis, authorized
signatory |
| |
|
| Dated: February 1, 2023 |
VSS Fund, L.P. |
| |
|
| |
By: Littlejohn
Opportunities GP LLC, its general partner |
| |
|
| |
Name: |
/s/
Robert E. Davis |
| |
By: |
Robert E. Davis, authorized
signatory |
| CUSIP
No. 124830878 |
|
Page
10 of 11 |
EXHIBIT INDEX
Exhibit
Exhibit A: Joint
Filing Agreement.
| CUSIP
No. 124830878 |
|
Page
11 of 11 |
EXHIBIT A
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act
of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any
and all amendments thereto) with respect to the Common Stock, $0.001 par value per share, of CBL & Associates Properties, Inc., and
further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings. The undersigned further agree that
each party hereto is responsible for the timely filing of such Statement on Schedule 13G and any amendments thereto, and for the accuracy
and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the
accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information
is inaccurate. This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart
were upon the same instrument.
IN WITNESS WHEREOF, the undersigned have executed
this Agreement as of February 1, 2023.
| Dated: February 1, 2023 |
Cetus Capital VI,
L.P. |
| |
|
| |
By: Littlejohn
Associates VI, L.P., its general partner |
| |
|
| |
Name: |
/s/
Robert E. Davis |
| |
By: |
Robert E. Davis, Manager |
| |
|
| Dated: February 1, 2023 |
Littlejohn Opportunities
Master Fund LP |
| |
|
| |
By: Littlejohn
Opportunities GP LLC, its general partner |
| |
|
| |
Name: |
/s/
Robert E. Davis |
| |
By: |
Robert E. Davis, authorized
signatory |
| |
|
| Dated: February 1, 2023 |
OFM II, LP |
| |
|
| |
By: Littlejohn
Opportunities GP II, LLC, its general partner |
| |
|
| |
Name: |
/s/
Robert E. Davis |
| |
By: |
Robert E. Davis, authorized
signatory |
| |
|
| Dated: February 1, 2023 |
VSS Fund, L.P. |
| |
|
| |
By: Littlejohn
Opportunities GP LLC, its general partner |
| |
|
| |
Name: |
/s/
Robert E. Davis |
| |
By: |
Robert E. Davis, authorized
signatory |
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