CBL Properties Adopts a Limited Duration Stockholder Protection Rights Agreement
The adoption of the Rights Agreement is intended to protect the long-term interests of CBL and all CBL shareholders and 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 would gain control of, or significant influence over, CBL, through the open-market accumulation of the Company’s shares, private purchases or otherwise, without appropriately compensating all CBL shareholders for control at a full and fair price in a transaction that is in the best interests of the Company and its stockholders.
“We have made significant strategic and operational progress since emerging from bankruptcy in November 2021,” stated
Lebovitz continued, “As we approach the one-year anniversary of our emergence, we are continuing to develop long-term business strategies to further financial and operational improvements, create value across our portfolio and generate ongoing returns for our shareholders.”
If any person or group acquires beneficial ownership (as defined in the Rights Agreement) of 10% or more of the Company’s outstanding common stock or, in the case of persons or groups owning 10% or more of CBL’s common stock on the date of adoption of the Rights Agreement (including
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
Stockholders are not required to take any action to receive the rights distribution. Until the rights become exercisable, they will trade with the shares of the Company’s common stock. The Rights Agreement will not have any impact on the reported earnings per share of the Company and will not change the manner in which the Company’s common stock is currently traded. Issuance of the rights is not taxable to CBL or its stockholders.
CBL is a publicly held company whose shares are listed on the
Information included herein 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 accuracy and some of which might 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