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Section 1: 8-K (8-K)

cbl-8k_20200414.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):  April 14, 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 Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e)CBL & Associates Properties, Inc. (the “Company”) today announced a number of additional actions the Company is taking to offset the anticipated impacts of the COVID-19 pandemic on the Company’s revenue and cash flows.  Among programs the Company is implementing to reduce overhead expense is a temporary salary reduction program pursuant to which, effective April 16, 2020, CBL executives Charles Lebovitz (Chairman), Stephen Lebovitz (CEO) and Michael Lebovitz (President) as well as the Independent Directors of CBL’s Board have agreed to reduce their base salaries and Independent Director fees by 50%.  A 20% base salary reduction will apply to the other named executive officers listed in the Company’s 2020 Annual Meeting proxy statement.  

These reductions to Independent Director and executive officer base salaries, which will remain in effect for a to‑be‑determined period of time, were unanimously approved by the Compensation Committee on April 14, 2020.

ITEM 8.01 Other Events

On April 14, 2020, the Company issued a press release announcing the compensation reductions discussed in Item 5.02 of this Current Report along with additional actions the Company is taking in response to the COVID-19 pandemic.  A copy of the press release is being filed as Exhibit 99.1 to this Current Report.

ITEM 9.01 Financial Statements and Exhibits

 

(a)

Financial Statements of Businesses Acquired

Not applicable

 

 

(b)

Pro Forma Financial Information

Not applicable

 

 

(c)

Shell Company Transactions

Not applicable

 

 

(d)

Exhibits

 

 

 

 

 

Exhibit

Number

 

Description

99.1

 

Press Release issued April 14, 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: April 14, 2020

 

 

 

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Section 2: EX-99.1 (EX-99.1)

cbl-ex991_6.htm

Exhibit 99.1

 

 

News Release

 

 

Investor Contact: Katie Reinsmidt, Executive Vice President & Chief Investment Officer, 423.490.8301, [email protected]

 

CBL PROPERTIEs provides ADDITIONAL update on covid-19 Response

Outlines Capital Expenditure and Expense Management Programs

 

CHATTANOOGA, Tenn. (April 14, 2020) – CBL Properties (NYSE:CBL) today provided a further update on its portfolio and the Company’s actions to offset anticipated impacts of the COVID-19 pandemic on the Company’s revenue and cash flows.  

 

In response to local and state mandated closures, the majority of the CBL portfolio is currently closed.  While the full impact of these temporary closures cannot be quantified, based on discussions with tenants, CBL anticipates a significant deterioration in near-term revenue.  In response, over the last several weeks, CBL has implemented comprehensive programs to halt all non-essential expenditures, to reduce operating and overhead expenses and to reduce, defer or suspend capital expenditures, including redevelopment investments.  

 

“First, I would like to reiterate how proud I am of the CBL organization,” said Stephen Lebovitz, Chief Executive Officer.  “The pandemic has brought about extraordinary trials that no one could have predicted, but every CBL team member has risen to the occasion, demonstrating their dedication and belief in CBL.”

 

Lebovitz added, “Unfortunately, the challenges continue, and we must take difficult, but necessary steps to ensure CBL is positioned to sustain the impact of the pandemic and generate success in the future.”  

 

Capital Expenditures and Expense Management

CBL has completed a comprehensive review of current planned capital expenditures for 2020.   The Company has quantified reductions and deferrals to maintenance capital expenditures and redevelopments estimated in the range of $60 million - $80 million.

 

Furlough and Salary Reduction Program

CBL has implemented programs to further reduce overhead expense, including a temporary salary reduction program as well as a partial and full furlough program.  Every member of the CBL team will participate at some level.  

 

CBL executives Charles Lebovitz (Chairman), Stephen Lebovitz (CEO) and Michael Lebovitz (President) as well as the Independent Directors of CBL’s Board have agreed to reduce their base salaries and Independent Director fees by 50%.  A 20% base salary reduction will apply to other officers and a 10% reduction will apply to all other employees.

 

 

-MORE-

 

 

 

 

 

 

CBL Properties  |  423.855.0001  |  cblproperties.com

 

  

  


CBL Properties Provides Further Update on Covid-19 Response

Page 2

April 14, 2020

 

CBL has implemented a broad-based temporary furlough program across its properties and headquarters impacting approximately 300 employees or almost 60% of its workforce.  The program includes partial (reduction of hours) and full furloughs.  The Company will continue to provide full health care benefits for all furloughed employees.  

 

Community and Tenant Partnerships

The role that CBL’s properties play in its communities as a provider of employment, goods, services and commerce is an important one. CBL’s properties provide a source of livelihood for countless large and small businesses across the country.  CBL believes that it is important to support our tenants and work together to build success.  In keeping with this, the Company has launched a website (https://www.cblproperties.com/covid-19-response) to help our tenants identify federal, state and local resources that may be available to support small businesses and their employees during the pandemic.  CBL and its properties have always been a proud community partner, but even more so as communities come together to provide support for those most impacted by the COVID-19 pandemic.  At CBL locations across the country, we are partnering with organizations that are providing support to individuals and groups in need. In addition to hosting blood drives and charitable collection drives, we are using our marketing platforms to shine a light on local organizations that are providing relief and support for individuals impacted by this unprecedented crisis.

 

About CBL Properties

Headquartered in Chattanooga, TN, CBL Properties owns and manages a national portfolio of market-dominant properties located in dynamic and growing communities. CBL’s portfolio is comprised of 108 properties totaling 68.2 million square feet across 26 states, including 68 high‑quality enclosed, outlet and open-air retail centers and 9 properties managed for third parties. CBL seeks to continuously strengthen its company and portfolio through active management, aggressive leasing and profitable reinvestment in its properties. For more information, visit cblproperties.com.  

 

Information included herein contains "forward-looking statements" within the meaning of the federal securities laws. Such statements are inherently subject to risks and uncertainties, many of which cannot be predicted with accuracy and some of which might not even be anticipated. Future events and actual events, financial and otherwise, may differ materially from the events and results discussed in the forward-looking statements. The reader is directed to the Company’s various filings with the Securities and Exchange Commission, including without limitation the Company’s Annual Report on Form 10-K and the "Management’s Discussion and Analysis of Financial Condition and Results of Operations" included therein, for a discussion of such risks and uncertainties.

 

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