Cbl & Associates Properties Inc 8-K, filed Feb 10, 2020
Cbl & Associates Properties Inc (CBL)
About this 8-K
Cbl & Associates Properties Inc filed this 8-K on February 10, 2020, reporting on events of February 5, 2020.
Items reported
- Item 3.01: Delisting notice or listing transfer
- 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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(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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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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
On February 5, 2020, CBL & Associates Properties, Inc. (the "Company") received notice (the “Notice”) from the New York Stock Exchange (the “NYSE”) that it is no longer in compliance with NYSE continued listing criteria set forth in Section 802.01C of the Listed Company Manual of the NYSE, which require listed companies to maintain an average closing share price of at least $1.00 over a period of 30 consecutive trading days.
Pursuant to Section 802.01C, the Company has a period of six months from the receipt of the Notice to regain compliance with the minimum share price requirement, or until the Company’s next annual meeting of stockholders if stockholder approval is required to cure the share price non-compliance, as would be the case to effectuate a reverse stock split. The Company has notified the NYSE of receipt of the notification and its intent to cure the deficiency. The Company is in compliance with all other NYSE continued listing standard rules.
The Company can regain compliance with the minimum share price requirement at any time during the six month cure period if, on the last trading day of any calendar month during the cure period or on the last day of the cure period, the Company has a closing share price of at least $1.00, and an average closing share price of at least $1.00 over the 30 trading-day period ending on such date. If the Company effectuates a reverse stock split following stockholder approval at its next meeting of stockholders to cure the condition, the condition will be deemed cured if the share price promptly exceeds $1.00, and the share price remains above that level for at least the following 30 trading days.
The Notice has no immediate impact on the listing of the Company’s stock, which will continue to be listed and traded on the NYSE during the cure period. Additionally, the NYSE notification does not affect the Company’s business operations or its Securities and Exchange Commission reporting requirements and does not conflict with or cause an event of default under any of the Company’s material debt agreements.
ITEM 9.01 Financial Statements and Exhibits
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(a) |
Financial Statements of Businesses Acquired |
Not applicable
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(b) |
Pro Forma Financial Information |
Not applicable
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(c) |
Shell Company Transactions |
Not applicable
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(d) |
Exhibits |
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Exhibit Number |
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Description |
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104 |
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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.
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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: February 10, 2020 |
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Exhibit 99.1
News Release
Investor Contact: Katie Reinsmidt, Executive Vice President & Chief Investment Officer, 423.490.8301, Katie.Reinsmidt@cblproperties.com
CBL PROPERTIES Responds to nyse CONTINUED LISTING STANDARD NOTICE
CHATTANOOGA, Tenn. (February 6, 2020) – CBL Properties (NYSE:CBL) today announced that it received notification from the New York Stock Exchange (NYSE) that as of February 5, 2020, the Company is no longer in compliance with NYSE continued listing criteria, which require listed companies to maintain an average closing share price of at least $1.00 over a consecutive 30 trading-day period.
The Company intends to pursue measures to cure the share price non-compliance. These measures include a reverse stock split of the Company's common stock, subject to approval by the Company’s Board of Directors and stockholders, if such action is necessary to cure the share price non-compliance.
In accordance with NYSE rules, the Company has a period of six months from receipt of the notice to regain compliance with the NYSE’s minimum share price requirement. Under NYSE rules, the Company’s common stock will continue to be listed and trade on the NYSE during this period, subject to the Company’s compliance with other NYSE continued listing requirements.
Under NYSE rules, CBL can regain compliance at any time during the six-month cure period if on the last trading day of any calendar month during the cure period, CBL’s common stock has a closing share price of at least $1.00 and an average closing share price of at least $1.00 over the 30 trading-day period ending on the last trading day of that month or on the last day of the cure period.
The NYSE notification has no impact on CBL operations or its Securities and Exchange Commission reporting requirements, and it does not cause an event of default under any of the Company’s material debt or other agreements.
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 strengthens 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 Properties | 423.855.0001 | cblproperties.com
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