Copper Property CTL Pass Through Trust reported a change to its operating plan. The Trust revised its 2025 annual budget to $15.0 million in operating expenses, citing primarily unanticipated legal costs. Management disclosed this update under “Other Events.”
The Trust also noted forward-looking considerations regarding the proposed sale of properties, the expected timing of any transaction, and anticipated distribution of proceeds. A related press release is included as Exhibit 99.1 for additional context.
Copper Property CTL Pass Through Trust reported Q3 net income of $1,290, driven by steady lease income and offset by a non-cash impairment. The Trust has a binding agreement to sell all remaining retail properties for $935 million after a ROFR adjustment, with the scheduled closing date extended to December 8, 2025.
For Q3, lease income was $24,207 while total expenses rose on a $10,671 impairment and higher general and administrative costs. Year-to-date net income was $39,557. The portfolio stood at 117 retail properties across 35 states and Puerto Rico, all meeting held-for-sale criteria. Cash and cash equivalents were $48,906, and the Trust had no debt.
The Trust paid distributions of $98,504 for the nine months ended September 30, 2025, and subsequent distributions of $17,581 on October 10 and a declared $5,500 for November 10. Management expects proceeds from the portfolio sale, reserves and cash on hand to fund remaining obligations and distributions through dissolution.
Copper Property CTL Pass Through Trust reported an update on its portfolio sale process. Under the existing Purchase and Sale Agreement, the Buyer has increased its deposit and the scheduled closing date has been extended to December 8, 2025. The Trust states this is the last extension option available to the Buyer under the Agreement.
The extension is intended to allow enough time to complete all steps required for closing. The Trust states it continues to strongly believe that all conditions for closing under the Agreement will be satisfied and that the closing will occur in accordance with the Agreement. A related press release is included as Exhibit 99.1.
Copper Property CTL Pass Through Trust reported two updates. The Trust posted its monthly report for the period ending October 31, 2025 on its investor website and furnished it as Exhibit 99.1.
It also announced a cash distribution of $0.073336 per trust certificate, payable on November 10, 2025 to holders of record as of November 7, 2025, as disclosed in a press release furnished as Exhibit 99.2.
Silver Point Capital reported open-market purchases of Copper Property CTL Pass Through Trust (CPPTL) certificates. On October 21, 2025, the reporting persons bought 341,256 trust certificates at $12.12 and 200,000 at $12.15.
After these trades, the filing lists 9,664,039 trust certificates beneficially owned, reported as Direct (D). The reporting persons are identified as a 10% Owner.
Silver Point Capital-affiliated filers reported an open‑market purchase of 156,200 Copper Property CTL Pass Through Trust certificates at $12.13 on October 17, 2025 (transaction code P). Following the transaction, the group reported beneficial ownership of 9,122,783 trust certificates, held directly.
The filing was made by more than one reporting person and marks the group as a 10% Owner. The footnote states Silver Point Capital, L.P. and its affiliates may be deemed beneficial owners through managed funds, and Messrs. Edward A. Mule and Robert J. O’Shea may be deemed beneficial owners via their roles; each disclaims beneficial ownership except to the extent of any pecuniary interest.
Copper Property CTL Pass Through Trust reported that on October 7, 2025, certificateholders holding a majority of the Trust’s outstanding certificates delivered a written Direction Letter to GLAS Trust Company LLC, as Trustee. Effective immediately, the Trustee is directed (i) not to amend, modify, supplement or waive any provision of the Purchase and Sale Agreement without consent of the Majority Certificateholders, (ii) not to extend or delay the closing under that agreement except as permitted by its terms without such consent, and (iii) to take actions necessary to give effect to these instructions. The Direction Letter is filed as Exhibit 99.1.
Copper Property CTL Pass Through Trust filed a current report to inform investors that it has made available the Q2-2025 consolidated financial statements of Penney Intermediate Holdings LLC for the periods ended August 2, 2025 and August 3, 2024. These financial statements are accessible via the Trust’s investor website and are also included as Exhibit 99.1.
The Trust also issued a press release announcing the release of these Q2-2025 financial statements, which is attached as Exhibit 99.2
The filing amends a prior Schedule 13D to disclose that Spencer B. Haber may be deemed to beneficially own 29,266,536 Trust Certificates of Copper Property CTL Pass Through Trust, representing 39.02% of outstanding certificates as of June 30, 2025. The certificates were originally distributed in connection with a Chapter 11 reorganization on January 30, 2021. The reporting group holds the position for investment purposes and retains flexibility to buy or sell in public or private transactions depending on price, availability and other factors. On October 6, 2025, the holders directed the Trustee to block certain amendments or extensions to a pending Purchase and Sale Agreement unless approved by Majority Certificateholders. One affiliated fund sold 45,144 certificates on September 9, 2025 for $561,140 as part of a wind‑down.
Reporting persons Byway 1 Corp., Pondfield 4 Corp. and Beechwood 6 Corp. filed Amendment No. 1 to a Schedule 13D regarding the Trust Certificates of Copper Property CTL Pass Through Trust. Collectively they report beneficial ownership of 39.02% of the outstanding Trust Certificates (29,266,536 certificates) as of 6/30/2025. Individual holdings include 25.3%, 8.2% and 5.5% for the three reporting entities respectively.
The reporting persons state their holdings originated from a distribution in the issuer's January 30, 2021 reorganization and that the positions are held for investment. On 10/06/2025 they directed the Trustee to prevent amendments or extensions to a Purchase and Sale Agreement except with Majority Certificateholder consent and to avoid actions that would delay closing without such consent. No transactions were reported in the past 60 days.