false 0000910612 0000915140 0000910612 2020-08-05 2020-08-05 0000910612 cbl:CBLAssociatesLimitedPartnershipMember 2020-08-05 2020-08-05 0000910612 us-gaap:CommonClassAMember 2020-08-05 2020-08-05 0000910612 us-gaap:SeriesDPreferredStockMember 2020-08-05 2020-08-05 0000910612 us-gaap:SeriesEPreferredStockMember 2020-08-05 2020-08-05

 

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):  August 5, 2020

 

CBL & ASSOCIATES PROPERTIES, INC.

 

CBL & ASSOCIATES LIMITED PARTNERSHIP

 

(Exact Name of Registrant as Specified in its Charter)

 

 

 

 

 

 

 

Delaware

 

1-12494

 

62-1545718

Delaware

 

333-182515-01

 

62-1542285

(State or Other Jurisdiction of

Incorporation or Organization)

 

(Commission File Number)

 

(I.R.S. Employer Identification No.)

 

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):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered under Section 12(b) of the Act:

 

 

 

 

 

 

 

Title of each Class

 

Trading

Symbol(s)

 

Name of each exchange on which registered

Common Stock, $0.01 par value

 

CBL

 

New York Stock Exchange

7.375% Series D Cumulative Redeemable Preferred Stock, $0.01 par value

 

CBLprD

 

New York Stock Exchange

6.625% Series E Cumulative Redeemable Preferred Stock, $0.01 par value

 

CBLprE

 

New York Stock Exchange

 

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

On August 5, 2020, CBL & Associates Limited Partnership (the “Operating Partnership”), the majority owned subsidiary of CBL & Associates Properties, Inc. (the “REIT”) (collectively, the Operating Partnership and the REIT are referred to as the “Company”) made the $11.8 million interest payment that was due and payable on June 1, 2020 (the “2023 Notes Interest Payment”) to holders of the Operating Partnership’s 5.25% senior unsecured notes due 2023 (the “2023 Notes”) and the $18.6 million interest payment that was due and payable on June 15, 2020 (the “2026 Notes Interest Payment”) to holders of the Operating Partnership’s 5.95% senior unsecured notes due 2026 (the “2026 Notes,” together with the 2023 Notes, the “Notes”). Accordingly, the nonpayment of each of the 2023 Notes Interest Payment and the 2026 Notes Interest Payment no longer constitutes (i) an “event of default” under the indenture governing the Notes that occurred and is continuing or (ii) to the extent provided in the Bank Forbearance Agreement (as defined below), an “event of default” under the Credit Agreement, dated as of January 30, 2019 (as the same may be amended, restated, supplemented, replaced or otherwise modified from time to time, the “Credit Agreement”). As a result, the forbearance period under that certain Forbearance Agreement, dated as of June 30, 2020, by and among the Operating Partnership, Subsidiary Guarantors the REIT and certain holders of the 2023 Notes, as amended, that certain Forbearance Agreement, dated as of July 15, 2020, by and among the Operating Partnership, Subsidiary Guarantors, the REIT and certain holders of the 2026 Notes, as amended, and that certain Forbearance Agreement, by and among the Operating Partnership, Subsidiary Guarantors, the REIT and Wells Fargo Bank, National Association for the lenders party to the Credit Agreement, as amended (the “Bank Forbearance Agreement”), terminated without extension upon the payment of the 2023 Notes Interest Payment and 2026 Notes Interest Payment.

The Company may engage in negotiations and discussions with the holders and lenders of the Company’s indebtedness. There can be no assurance, however, that any such discussions will lead to acceptable terms with any party or that the Company will otherwise reach any agreement with respect to its indebtedness.

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.

 

 

CBL & ASSOCIATES PROPERTIES, INC.

 

 

 

 

 

/s/ Farzana Khaleel

 

 

 

Farzana Khaleel

 

Executive Vice President -

 

Chief Financial Officer and Treasurer

 

 

 

CBL & ASSOCIATES LIMITED PARTNERSHIP

 

 

 

By: CBL HOLDINGS I, INC., its general partner

 

 

 

 

 

/s/ Farzana Khaleel

 

 

 

Farzana Khaleel

 

Executive Vice President -

 

Chief Financial Officer and Treasurer

 

 

Date: August 5, 2020

 

 

 

CBL and Associates Prope... (NYSE:CBL)
Historical Stock Chart
From Feb 2024 to Mar 2024 Click Here for more CBL and Associates Prope... Charts.
CBL and Associates Prope... (NYSE:CBL)
Historical Stock Chart
From Mar 2023 to Mar 2024 Click Here for more CBL and Associates Prope... Charts.