If You Invested in COPPER PPTY CTL PASS THRU TR (CPPTL)

Copper Property CTL Pass Through Trust (CPPTL) is a trust that issues trust certificates, with Copper Property CTL Pass Through Trust identified in SEC filings as the registrant. The trust is associated with Copper Property CTL Pass Through Trust certificates trading under the symbol CPPTL. According to its filings, the trust reports under Commission File Number 000-56236 and has a jurisdiction reference to New York and an employer identification number 85-6822811.

The SEC filings describe the entity as Copper Property CTL Pass Through Trust (the "Trust"). The Trust provides periodic information to certificateholders, including monthly reports and other updates furnished through Form 8-K filings. These reports are made available on its investor website and are also attached to Form 8-K filings as exhibits.

Business structure and reporting

In multiple Form 8-K filings, the Trust states that it makes monthly reports available on its investor website for specified periods. These monthly reports are attached as Exhibit 99.1 to the relevant Form 8-K filings and are incorporated by reference. The Trust also issues press releases, which are attached as Exhibit 99.2 to certain Form 8-K filings.

The Trust has disclosed annual budget information in its filings. For example, it reported an aggregate budgeted total expense amount in its annual budget and has also reported revisions to its annual budget, noting that revisions were primarily due to unanticipated legal costs. These disclosures are described in Item 8.01 (Other Events) of the relevant Form 8-K filings, with related press releases attached as exhibits.

Distributions and certificateholder communications

The Trust has announced cash distributions to certificateholders through Form 8-K filings. In these filings, the Trust states that it issued press releases announcing cash distributions per trust certificate, payable on specified dates to certificateholders of record as of specified record dates. The related monthly reports and press releases are attached as exhibits to the filings.

Form 8-K filings also note that information furnished under Item 7.01 (Regulation FD Disclosure), including attached exhibits, is not deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 and is not incorporated by reference into other filings under the Securities Act of 1933 or the Exchange Act, unless specifically stated.

Portfolio and transaction activity

The Trust has reported on a Purchase and Sale Agreement for the sale of its portfolio of remaining properties. According to a Form 8-K, the Trust entered into an Agreement with an affiliate of Onyx Partners, Ltd. of Boston, MA (the "Buyer") for the sale of the Trust’s portfolio of remaining properties. Subsequent filings describe extensions of the scheduled closing date under the Agreement, subject to conditions including approval by a majority of certificateholders for any further extensions beyond those provided in the Agreement.

In later filings, the Trust reports that the previously announced sale transaction did not close and that the Agreement would terminate if the Buyer did not close the transaction by a specified date. A subsequent Form 8-K states that the Agreement terminated in accordance with its terms after the Buyer failed to close the transaction as required. The Trust states that it satisfied all of its conditions for closing, while the Buyer claimed that the Trust breached the Agreement and sued the Trust for specific performance or, alternatively, damages. The Trust states that it believes it has strong defenses to these claims and intends to contest the lawsuit and pursue claims, counterclaims and other remedies.

The same filing notes that the Trust is in possession of a portion of the Buyer’s deposit under the Agreement and is seeking the remaining portion from the escrow agent, while the Buyer has disputed the Trust’s right to that amount. The Trust states that the portion of the deposit in its possession will be distributed to Trust certificateholders of record on a specified record date as part of the Trust’s next monthly cash distribution.

Strategic alternatives and remaining portfolio

Following the termination of the Purchase and Sale Agreement, the Trust reports that it expects to terminate its previously announced marketing process and that it believes a breadth of alternatives exist for its remaining portfolio. These alternatives, as described in the filing, include interest among potential buyers for the whole portfolio, sub-portfolios and individual properties, financing transactions, other strategic alternatives or a combination of these. The Trust states that it plans to pursue its review of these strategic alternatives while continuing to operate in accordance with its trust agreement.

Financial reporting and related entities

In a Form 8-K, the Trust reports that it made available on its investor website consolidated financial statements of Penney Intermediate Holdings LLC for specified periods, along with Master Lease JCP store performance disclosures. These materials are attached as Exhibit 99.1 to the filing and are incorporated by reference. The Trust also reports that it issued a press release announcing the release of these financial statements and performance disclosures, which is attached as Exhibit 99.2.

Another Form 8-K notes that the Trust made available its monthly report for a specified period on its investor website, with the report attached as Exhibit 99.1 and a related press release attached as Exhibit 99.2. These filings illustrate the Trust’s ongoing practice of furnishing financial and operational information through Form 8-K exhibits and its investor website.

Regulatory framework

The Trust’s Form 8-K filings reference the Exchange Act and the Securities Act of 1933. Information furnished under Item 7.01 (Regulation FD Disclosure) is explicitly described as not being deemed "filed" for purposes of Section 18 of the Exchange Act and not subject to the liabilities of that Section. The filings also state that such information is not deemed incorporated by reference into any filing of the company under the Securities Act or the Exchange Act, unless specifically stated.

These disclosures outline how the Trust communicates with the market and certificateholders, using Form 8-K to provide updates on monthly reports, distributions, budgets, transaction status, legal matters related to agreements, and the availability of financial information for related entities.

Location and identification

Form 8-K filings list the Trust’s address in Jersey City, New Jersey, and provide a telephone number for the registrant. The filings also reference New York in connection with the Commission File Number and provide the Trust’s employer identification number. These details serve to identify the Trust in the context of U.S. securities regulation.

Investor considerations

Investors reviewing CPPTL and Copper Property CTL Pass Through Trust can use the Trust’s Form 8-K filings to understand its communications regarding monthly reporting, cash distributions, annual budgets, legal proceedings related to its Purchase and Sale Agreement, and strategic alternatives for its remaining portfolio. The exhibits to these filings, including monthly reports, quarterly reporting packages and press releases, provide additional detail on the Trust’s activities and financial information that the Trust has chosen to make available.