Cbl & Associates Properties Inc 8-K, filed Dec 1, 2021
Cbl & Associates Properties Inc (CBL)
About this 8-K
Cbl & Associates Properties Inc filed this 8-K on December 1, 2021.
Items reported
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported):
(Exact Name of Registrant as Specified in its Charter)
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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.) |
(Address of principal executive office, including zip code)
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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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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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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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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:
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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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CBL & Associates Limited Partnership: None
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 December 1, 2021, CBL & Associates Properties, Inc. (the “Company”) issued a press release announcing that its wholly owned subsidiary, CBL & Associates Holdco II, LLC (the “Issuer”), exercised the Issuer’s optional exchange right with respect to all of the $150 million aggregate principal amount of the Issuer’s 7.0% Exchangeable Senior Secured Notes due 2028 (the “Exchangeable Notes”). The Issuer has caused holders of the Exchangeable Notes to be notified that the exchange date will be January 28, 2022 and the settlement date for the exchange will be February 1, 2022. Under the terms of the indenture governing the Exchangeable Notes, the Issuer has until January 31, 2022 to determine whether holders of the Exchangeable Notes will receive shares of common stock of the Company, cash or a combination thereof on the settlement date.
A copy of the Notice of Company Optional Exchange delivered to holders of the Exchangeable Notes is filed as Exhibit 99.2 hereto and is incorporated herein by reference. None of this Current Report on Form 8-K, the press release attached hereto as Exhibit 99.1 nor the Notice of Company Optional Exchange attached hereto as Exhibit 99.2 constitutes an offer to sell or the solicitation of an offer to buy any Company securities, nor shall any of them constitute an offer, solicitation or sale in any jurisdiction in which such offering, solicitation or sale would be unlawful.
ITEM 9.01 Financial Statements and Exhibits
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(d) |
Exhibits |
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Exhibit Number |
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Description |
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Notice of Company Optional Exchange, dated December 1, 2021. |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: December 1, 2021 |
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Exhibit 99.1 |
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News Release
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Investor Contact: Katie Reinsmidt, Executive Vice President & Chief Investment Officer, 423.490.8301, Katie.Reinsmidt@cblproperties.com
Media Contact: Stacey Keating, Vice President– Corporate Communications, 423.490.8361, Stacey.Keating@cblproperties.com
CBL PROPERTIEs ANNOUNCES EXERCISE OF COMPANY OPTIONAL EXCHANGE RIGHT UNDER 7% EXCHANGEABLE SECURED NOTES
CHATTANOOGA, Tenn. (December 1, 2021) – CBL & Associates Properties, Inc. (“CBL,” “CBL Properties” or the “Company”) (NYSE: CBL) today announced that its wholly-owned subsidiary, CBL & Associates Holdco II, LLC (the “Issuer”), had exercised its optional exchange right with respect to all of the $150 million aggregate principal amount of the Issuer’s 7% Exchangeable Secured Notes due 2028 (the “Exchangeable Notes”). The Issuer has notified holders that the exchange date will be January 28, 2022, and the settlement date for the exchange will be February 1, 2022. Under the terms of the indenture governing the Exchangeable Notes, the Issuer has until January 31, 2022, to determine whether holders shall receive shares of CBL common stock, cash or a combination of both on the settlement date; however, the Issuer currently expects to deliver shares of CBL common stock.
This press release does not constitute an offer to sell or purchase, or a solicitation of an offer to sell or purchase, or the solicitation of tenders or consents with respect to, any security. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such an offer, solicitation or sale would be unlawful.
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 owned and managed portfolio is comprised of 99 properties totaling 63.0 million square feet across 24 states, including 61 high-quality enclosed malls, outlet and lifestyle retail centers as well as open-air centers and other assets. 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.
CBL_Corp
-END-
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Exhibit 99.2 |
December 1, 2021
NOTICE OF COMPANY OPTIONAL EXCHANGE
Dear Holder of 7.0% Exchangeable Senior Secured Notes due 2028,
CBL & Associates Holdco II, LLC (the “Company” or the “Issuer”) hereby gives notice that it is exercising its right to effect a Company Optional Exchange (as defined in the Exchangeable Notes Indenture (as defined below)) with respect to all of the Company’s outstanding 7.0% Exchangeable Senior Secured Notes Due 2028 (the “Exchangeable Notes”) (CUSIP 12511C AC4 / ISIN US12511CAC47). The Exchangeable Notes are exchangeable for shares of the common stock of CBL & Associates Properties, Inc. (the “REIT”), an affiliate of the Company, $0.001 par value per share (the “Common Stock”), pursuant to the terms of the indenture, dated as of November 1, 2021, by and among the Issuer, the REIT, the guarantors party thereto and Wilmington Savings Fund Society, FSB, as trustee and collateral agent (the “Exchangeable Notes Indenture”). Capitalized terms used but not defined herein will have the meanings assigned to such terms in the Exchangeable Notes Indenture.
TERMS OF COMPANY OPTIONAL EXCHANGE
The Exchange Date will be January 28, 2022 at 5:00 p.m. New York City time.
The “Exchange Amount” will be equal to the sum of (i) the aggregate principal amount of the Exchangeable Notes, plus (ii) the accrued and unpaid interest, if any, on such principal amount of the Exchangeable Notes to, but excluding, the Exchange Date, plus (iii) the present value on the Exchange Date of all required interest payments due on the Exchangeable Note from the date of issuance through the Stated Maturity (excluding accrued but unpaid interest paid prior to the Exchange Date and excluding (in inverse order of maturity) any such required interest payments in excess of 36 months of interest after the Exchange Date (or, as to any such interest payment payable on the Interest Payment Date next succeeding the date 36 months after the Exchange Date, the portion of such interest payment in respect of interest accruing after such date 36 months after the Exchange Date)), computed using a discount rate equal to the Company Optional Exchange Treasury Rate (as defined below) as of such Exchange Date plus 50 basis points, discounted to the Exchange Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months), as calculated by the Company or its agent (such additional amount provided for in this clause (iii), the “Make-Whole Interest Amount”).
The “Company Optional Exchange Treasury Rate” means, as of the Exchange Date, the yield to maturity as of the Exchange Date of United States Treasury securities with a constant
maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15(519) that has become publicly available at least two Business Days prior to the Exchange Date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from the Exchange Date to the Stated Maturity (or, if earlier, the date 36 months after the Exchange Date).
The Exchange Rate on the Exchange Date will be 60.00 shares of Common Stock per $1,000 of Exchange Amount (the “Applicable Exchange Rate”).
The Company has the right to elect Cash Settlement, Physical Settlement or Combination Settlement at any time on or prior to the Business Day prior to the Settlement Date (as defined below). The Company shall deliver a written notice (the “Settlement Notice”) of the relevant Settlement Method and/or Specified Dollar Amount, and the effective date of such Settlement Method and/or Specified Dollar Amount (which shall be no earlier than the Business Day preceding the date on which the Settlement Notice is delivered) to the Holders, the Trustee and the Exchange Agent (if not the Trustee) no later than the close of business on the Business Day immediately after the Exchange Date.
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If the Company elects Cash Settlement, the aggregate cash consideration required to be delivered will equal the product of (x) the quotient of the (i) Exchange Amount divided by (ii) $1,000 times (y) the sum of the Daily Exchange Values for each of the 40 consecutive Trading Days immediately preceding the Exchange Date. |
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If the Company elects Physical Settlement, the aggregate number of shares of Common Stock required to be delivered will equal the product of (x) the quotient of the (i) Exchange Amount divided by (ii) $1,000 times (y) the Exchange Rate in effect on the Exchange Date (plus cash in lieu of fractional shares as set forth in Section 13.05 of the Exchangeable Notes Indenture). |
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If the Company elects Combination Settlement, the aggregate consideration required to be delivered will consist of an amount of cash and shares of Common Stock equal to the product of (x) the quotient of the (i) Exchange Amount divided by (ii) $1,000 times (y) the sum of the Daily Settlement Amounts for each of the 40 consecutive Trading Days immediately preceding the Exchange Date (plus cash in lieu of fractional shares as set forth in Section 13.05 of the Exchangeable Notes Indenture). |
Payment or delivery, as the case may be, of the consideration due upon exchange shall be made on February 1, 2022 (the “Settlement Date”).
The Common Stock is listed on the New York Stock Exchange under the symbol “CBL”. On November 30, 2021, the last reported sale price of the Common Stock was $30.97.
At any time at or prior to the close of business on the Business Day immediately preceding the Exchange Date, each Holder of the Exchangeable Notes has a right to exchange such Holder’s Exchangeable Note in a Holder-elected exchange pursuant to Section 13.01 of the Exchangeable Notes Indenture.
The consideration due to a Holder who exchanges its Exchangeable Note prior to the Exchange Date pursuant to a Holder-elected exchange will be equal to the product of (x) the quotient of (i) (a) the aggregate principal amount of the Exchangeable Notes being exchanged in such Holder-elected exchange plus (b) the accrued and unpaid interest, if any, on such principal amount of the Exchangeable Notes to, but excluding, the relevant exchange date, divided by (ii) $1,000, times (y) the Exchange Rate in effect on the relevant exchange date (plus cash in lieu of fractional shares as set forth in Section 13.05 of the Exchangeable Notes Indenture). The consideration due to a Holder whose Exchangeable Note is exchanged on the Exchange Date pursuant to the Company Optional Exchange is equal to such Holder’s pro rata share of the product of (x) the quotient of (i) the Exchange Amount, which includes the Make-Whole Interest Amount, divided by (ii) $1,000, times (y) the Applicable Exchange Rate (plus cash in lieu of fractional shares as set forth in Section 13.05 of the Exchangeable Notes Indenture).
Each exchange shall be deemed to have been effected immediately prior to the close of business on the relevant Exchange Date; provided, however, that, in the case of Physical Settlement or Combination Settlement, the Person in whose name any shares of Common Stock shall be issuable upon such exchange shall be treated as the holder of record of such shares as of the close of business on the Exchange Date (in the case of Physical Settlement) or as of the close of business on the last Trading Day of the relevant Observation Period (in the case of Combination Settlement).
EXCHANGE PROCEDURE FOR HOLDER-ELECTED EXCHANGE
If a Holder elects to exchange any Exchangeable Note in a Holder-elected exchange, such Holder must surrender any such Exchangeable Note for exchange at any time prior to the close of business on the Business Day immediately preceding the Exchange Date. Any Holder who elects to exchange their Exchangeable Notes prior to the close of business on the Business Day immediately preceding the Exchange Date shall not receive the Make-Whole Interest Amount.
Such Holder may surrender an Exchangeable Note that is a Global Note for exchange by transferring such Exchangeable Note to the Exchange Agent through the facilities of the Depository and complying with the applicable exchange procedures of the Depository in effect at such time. Such Holder must also (i) furnish appropriate endorsements and transfer documents if required by the company or the Exchange Agent, (ii) if required, pay the funds equal to interest payable on the next Interest Payment Date as set forth in Section 13.04(e) of the Exchangeable Notes Indenture and (iii) if required, pay all taxes or duties, if any, as set forth in Section 13.10 of the Exchangeable Notes Indenture.
The Company will pay any documentary, stamp or similar issue or transfer tax on the issuance of any shares of Common Stock upon exchange of such Holder’s Exchangeable Note, unless the tax is due because the Holder requests such shares or any portion of such Exchangeable Note not exchanged to be issued in a name other than the Holder’s name, in which case the Holder will pay the tax.
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This Notice of Company Optional Exchange is irrevocable.
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Sincerely, |
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CBL & ASSOCIATES HOLDCO II, LLC |
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/s/ Farzana Khaleel |
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Name: Farzana Khaleel |
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Title: Executive Vice President – Chief Financial Officer and Treasurer |
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[Signature Page to Notice of Company Optional Exchange]