false 0000910612 0000915140 0000910612 2020-09-29 2020-09-29 0000910612 cbl:CBLAssociatesLimitedPartnershipMember 2020-09-29 2020-09-29 0000910612 us-gaap:CommonClassAMember 2020-09-29 2020-09-29 0000910612 us-gaap:SeriesDPreferredStockMember 2020-09-29 2020-09-29 0000910612 us-gaap:SeriesEPreferredStockMember 2020-09-29 2020-09-29

 

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):  September 29, 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 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

On September 29, 2020, Michael L. Ashner provided notice of his resignation as a member of the Board of Directors (the “Board”) of CBL & Associates Properties, Inc. (the “Company”), effective as of September 29, 2020.  Mr. Ashner served as the chairman of the Board’s capital allocation committee and as a member of the Board’s executive committee.  Mr. Ashner’s resignation was not in connection with any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.

The Standstill Agreement entered into on November 1, 2019, between the Company and Exeter Capital Investors, L.P., Exeter Capital GP LLC, Exeter Capital GP LLC, WEM Exeter LLC, and Michael L. Ashner, remains in effect through the Standstill Period (as defined in the Standstill Agreement).  

A press release dated September 29, 2020, announcing Mr. Ashner’s resignation is attached hereto as Exhibit 99.1.

 

ITEM 9.01 Financial Statements and Exhibits

 

 

 

(d)

Exhibits

 

 

 

 

 

Exhibit

Number

 

Description

99.1

 

Press release issued September 29, 2020

104

 

Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101.*). (Filed herewith)


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: September 29, 2020

 

 

 

CBL and Associates Prope... (NYSE:CBL)
Historical Stock Chart
From Jun 2021 to Jul 2021 Click Here for more CBL and Associates Prope... Charts.
CBL and Associates Prope... (NYSE:CBL)
Historical Stock Chart
From Jul 2020 to Jul 2021 Click Here for more CBL and Associates Prope... Charts.