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Section 1: 8-K (8-K)

cbl-8k_20200306.htm
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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):  March 6, 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 3.02

Unregistered Sales of Equity Securities.

Effective March 6, 2020, CBL & Associates Properties, Inc. (herein the “Company” or “CBL”), acting through its wholly owned subsidiary that serves as the general partner of CBL & Associates Limited Partnership, the Company’s operating partnership (the “Operating Partnership”), approved the issuance, pursuant to the terms of the Fourth Amended and Restated Agreement of Limited Partnership (the “Partnership Agreement”) of the Operating Partnership of an aggregate of 16,333,947 shares of the Company’s common stock, par value $.01 per share (the “Common Stock”) in response to exchange notices previously received from the following related parties covering a like number of common units of limited partnership in the Operating Partnership:

 

Limited Partner Exercising
Common Unit Exchange Rights

Number of Common Units Exchanged / Shares Issued

CBL & Associates, Inc. (“CBL’s Predecessor”)

15,520,703

Stephen D. Lebovitz

   480,297

Stephen D. Lebovitz & Lisa S. Lebovitz Irrevocable Trust Under Agreement
dated April 5, 2003, Michael I. Lebovitz, Trustee

    49,365

Stephen D. Lebovitz Irrevocable Trust Under Agreement
dated February 27, 1998, Charles B. Lebovitz, Trustee

     9,650

Michael I. Lebovitz

   212,346

Michael I. Lebovitz & Lauren B. Lebovitz Irrevocable Trust Under Agreement
dated March 24, 2003, Stephen D. Lebovitz, Trustee

    54,155

Michael I. Lebovitz Irrevocable Trust Under Agreement
dated January 6, 1995, Charles B. Lebovitz, Trustee

     7,431

TOTAL

16,333,947

 

The Company’s election to issue shares of Common Stock pursuant to these exchange transactions, each of which closed on Tuesday, March 10, 2020, was made in accordance with the Company’s right to deliver either shares of Common Stock, or their cash equivalent (as determined pursuant to the Partnership Agreement), to complete such exchanges.  We believe these share issuances are exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof, because they did not involve a public offering or sale.  No underwriters, brokers or finders were involved in any of these transactions.  

The issuance of these shares of Common Stock does not impact the fully diluted ownership of the Company by these exchanging holders, as disclosed in the beneficial ownership tables in the Company’s annual meeting proxy statements, because ownership of Operating Partnership units potentially convertible into shares of the Company’s Common Stock is already reflected in such calculations of fully diluted ownership.

The Company has been advised that certain Company executives who were involved in these transactions, either directly or through their ownership of a portion of the equity in CBL’s Predecessor, may elect in the future to sell shares of Common Stock that they held prior to the completion of these exchange transactions for tax planning purposes, and some of those sales may occur pursuant to one or more trading plans entered into pursuant to Securities and Exchange Commission Rule 10b5-1 promulgated under the Securities Exchange Act of 1934, as amended.


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: March 11, 2020

 

 

 

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