Current Report Filing (8-k)
June 16 2020 - 05:03AM
Edgar (US Regulatory)
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2020-06-16 2020-06-16 0000910612
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0000910612 us-gaap:CommonClassAMember 2020-06-16 2020-06-16
0000910612 us-gaap:SeriesDPreferredStockMember 2020-06-16
2020-06-16 0000910612 us-gaap:SeriesEPreferredStockMember
2020-06-16 2020-06-16
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): June 16,
2020
CBL & ASSOCIATES PROPERTIES, INC.
CBL & ASSOCIATES LIMITED PARTNERSHIP
(Exact Name of Registrant as Specified in its Charter)
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Delaware
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1-12494
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62-1545718
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Delaware
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333-182515-01
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62-1542285
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(State or Other Jurisdiction of
Incorporation or Organization)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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2030 Hamilton Place Blvd., Suite 500, Chattanooga, TN
37421-6000
(Address of principal executive office, including zip code)
423-855-0001
(Registrant's telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed
since last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2.
below):
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☐
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Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Securities registered under Section 12(b) of the Act:
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Title of each Class
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Trading
Symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.01 par value
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CBL
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New York Stock Exchange
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7.375% Series D Cumulative Redeemable Preferred Stock, $0.01 par
value
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CBLprD
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New York Stock Exchange
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6.625% Series E Cumulative Redeemable Preferred Stock, $0.01 par
value
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CBLprE
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New York Stock Exchange
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Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
☐
ITEM
7.01 Regulation FD Disclosure
As previously disclosed, in January 2020, CBL & Associates
Properties. Inc. and its majority owned subsidiary CBL &
Associates Limited Partnership (the “Operating Partnership”, and
together with CBL & Associates Properties, Inc., the “Company”)
engaged Weil, Gotshal & Manges LLP and Moelis & Company LLC
(the “Advisors”) to assist the Company in exploring several
alternatives to reduce overall leverage and interest expense and to
extend the maturity of its debt, among other things. The Company’s
Advisors recently commenced discussions with advisors to certain
holders of its senior unsecured notes and the credit committee of
the Company’s senior secured credit facility. On June 2, 2020, the
Company announced that it had elected to not make the $11.8 million
interest payment due and payable on June 1, 2020, with respect to
the Operating Partnership’s 5.25% senior unsecured notes due 2023
(the “2023 Notes”). As discussions continue, the Company has
elected to not make the $18.6 million interest payment (the
“Interest Payment”) due and payable on June 15, 2020, with respect
to the Operating Partnership’s 5.95% senior unsecured notes due
2026 (the “2026 Notes”). Under the indenture governing the 2026
Notes, the Operating Partnership has a 30-day grace period to make
the Interest Payment before the nonpayment is considered an “event
of default” with respect to the 2026 Notes. Any event of default
under the 2026 Notes for nonpayment of the Interest Payment would
also be considered an event of default under the Operating
Partnership’s senior secured credit facility, which could lead to
an acceleration of amounts due under the facility. Further, if the
trustee for the 2026 Notes should exercise its right to accelerate
the maturity of the full balance owed on the 2026 Notes as a result
of such an “event of default,” that would also constitute an “event
of default” under the 2023 Notes and the Operating Partnership’s
4.60% senior unsecured notes due 2024, which could lead to the
acceleration of all amounts due under those notes. The Company has
elected to enter the 30-day grace period with respect to the
Interest Payment in order to advance discussions with its lenders
and explore alternative strategies.
The information disclosed in this Item 7.01 is being furnished and
shall not be deemed “filed” for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”),
or otherwise subject to the liabilities of that Section, nor shall
it be deemed incorporated by reference in any filing under the
Securities Act of 1933, as amended, or the Exchange Act, regardless
of any general incorporation language in such a filing.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
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CBL & ASSOCIATES PROPERTIES, INC.
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/s/ Farzana Khaleel
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Farzana Khaleel
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Executive Vice President -
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Chief Financial Officer and Treasurer
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CBL & ASSOCIATES LIMITED PARTNERSHIP
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By: CBL HOLDINGS I, INC., its general partner
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/s/ Farzana Khaleel
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Farzana Khaleel
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Executive Vice President -
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Chief Financial Officer and Treasurer
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Date: June 16, 2020
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