SEC Form SC 13G filed by CBL & Associates Properties Inc.
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☐
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Rule 13d-1(b)
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| ☒ |
Rule 13d-1(c)
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☐
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Rule 13d-1(d)
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1
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NAMES OF REPORTING PERSONS
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OCM Xb CBL-E Holdings, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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2,983,967
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6
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SHARED VOTING POWER
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0
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7
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SOLE DISPOSITIVE POWER
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2,983,967
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8
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SHARED DISPOSITIVE POWER
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0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,983,967
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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9.7%(1)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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1
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NAMES OF REPORTING PERSONS
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Oaktree Capital Holdings, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
|
SOLE VOTING POWER
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2,983,967
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6
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SHARED VOTING POWER
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| 0 |
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7
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SOLE DISPOSITIVE POWER
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2,983,967
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8
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SHARED DISPOSITIVE POWER
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| 0 |
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,983,967
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|||
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||||
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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||||
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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9.7%(1)
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||||
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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1
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NAMES OF REPORTING PERSONS
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Oaktree Capital Group Holdings, GP LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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2,983,967
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||||
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6
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SHARED VOTING POWER
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| 0 |
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||||
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7
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SOLE DISPOSITIVE POWER
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2,983,967
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|||
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||||
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8
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SHARED DISPOSITIVE POWER
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| 0 |
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||||
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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|
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||
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2,983,967
|
|
|
|||
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|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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||
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☐
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|||
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||||
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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|
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9.7%(1)
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|||
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||||
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12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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|||
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||||
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1
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NAMES OF REPORTING PERSONS
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Brookfield Asset Management ULC
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||||
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
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(a)☐
|
|||||
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(b)☐
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|
|||
|
3
|
SEC USE ONLY
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|||
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||||
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4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
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|
|
||
|
Delaware
|
|
|
|||
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|
||||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
|
SOLE VOTING POWER
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| 0 |
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|||
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||||
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6
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SHARED VOTING POWER
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| 0 |
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||||
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7
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SOLE DISPOSITIVE POWER
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| 0 |
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|||
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||||
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8
|
SHARED DISPOSITIVE POWER
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| 0 |
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|||
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||||
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9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
| 0 |
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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|
||
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0%
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|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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||
|
OO
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|||
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| Item 1(a). |
Name of Issuer
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| Item 1(b). |
Address of the Issuer’s Principal Executive Offices
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| Item 2(a). |
Names of Persons Filing
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| (i) |
OCM Xb CBL-E Holdings, LLC (“Xb CBL-E”);
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| (ii) |
Oaktree Capital Holdings, LLC (f/k/a Atlas OCM Holdings, LLC) (“OCH”);
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| (iii) |
Oaktree Capital Group Holdings, GP LLC (“OCGH” and together with the foregoing the “Oaktree Reporting Persons”); and
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Brookfield Asset Management ULC (“BAM ULC”).
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| Item 2(b). |
Address of the Principal Business Office, or if none, Residence
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| Item 2(c). |
Citizenship
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| Item 2(d). |
Title of Class of Securities
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| Item 2(e). |
CUSIP Number
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| Item 3. |
If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a (n):
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| Item 4. |
Ownership
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| (a) |
Amount beneficially owned:
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| (b) | Percent of Class: |
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(c)
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Number of shares as to which the Reporting Person has:
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(i)
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Sole power to vote or to direct the vote:
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(ii)
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Shared power to vote or to direct the vote:
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(iii)
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Sole power to dispose or to direct the disposition of:
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(iv)
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Shared power to dispose or to direct the disposition of:
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| Item 5. |
Ownership of Five Percent or Less of a Class
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| Item 6. |
Ownership of More than Five Percent on Behalf of Another Person
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| Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company
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| Item 8. |
Identification and Classification of Members of the Group
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| Item 9. |
Notice of Dissolution of Group
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| Item 10. |
Certification
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| Dated: December 9, 2024 | |
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OCM XB CBL-E HOLDINGS, LLC
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By: Oaktree Fund GP, LLC
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Its: Manager
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By: Oaktree Fund GP, I L.P.
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| Its: Managing Member | |
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By: /s/ Henry Orren
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Name: Henry Orren
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Title: Senior Vice President
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OAKTREE CAPITAL HOLDINGS, LLC
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By: /s/ Henry Orren
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Name: Henry Orren
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Title: Senior Vice President
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OAKTREE CAPITAL GROUP HOLDINGS GP, LLC
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By: /s/ Henry Orren
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Name: Henry Orren
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Title: Senior Vice President
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BROOKFIELD ASSET MANAGEMENT ULC
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By: /s/ Kathy Sarpash
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Name: Kathy Sarpash
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Title: Managing Director, Legal & Regulatory
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Exhibit A
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Joint Filing Agreement, dated as of December 9, 2024.
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| Dated: December 9, 2024 | |
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OCM XB CBL-E HOLDINGS, LLC
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By: Oaktree Fund GP, LLC
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Its: Manager
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| By: Oaktree Fund GP, I L.P. | |
| Its: Managing Member | |
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By: /s/ Henry Orren
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Name: Henry Orren
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Title: Senior Vice President
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OAKTREE CAPITAL HOLDINGS, LLC
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By: /s/ Henry Orren
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Name: Henry Orren
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Title: Senior Vice President
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OAKTREE CAPITAL GROUP HOLDINGS GP, LLC
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By: /s/ Henry Orren
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Name: Henry Orren
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Title: Senior Vice President
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BROOKFIELD ASSET MANAGEMENT ULC
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By: /s/ Kathy Sarpash
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Name: Kathy Sarpash
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Title: Managing Director, Legal & Regulatory
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