CBL 8-K
Cbl & Associates Properties Inc (CBL)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
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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 of this chapter).
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 2.01 Completion of Acquisition or Disposition of Assets.
CBL & Associates Properties, Inc. (the "Company") acquired four enclosed regional malls for $178.9 million from Washington Prime Group on July 29, 2025. The malls include Ashland Town Center in Ashland, KY, Mesa Mall in Grand Junction, CO, Paddock Mall in Ocala, FL, and Southgate Mall in Missoula, MT. The Company funded the transaction using cash from sales of real estate assets and funds from the modified open-air centers and outparcels loan, discussed below.
Concurrently with the transaction close, the Company completed a modification and extension of its existing $333.0 million non-recourse open-air centers and outparcels loan with Beal Bank USA, which was scheduled to initially mature in June 2027, with one, two-year extension option. The loan was modified to include the acquisition properties, increasing the principal balance by $110.0 million to approximately $443.0 million and providing for a seven-year term, comprised of an initial maturity in October 2030, with one, two-year extension option for a final maturity in October 2032. For the initial five-year term, the new interest-only loan will bear a fixed interest rate of 7.70% on a principal balance of approximately $368.0 million and a floating interest rate of SOFR plus 410 basis points on the remaining balance of approximately $75.0 million. The interest rate on the full principal balance will convert to the floating rate after the initial term.
Item 7.01 Regulation FD Disclosure.
A copy of the Company's press release concerning the matters described in Item 2.01 above is furnished as Exhibit 99.1 to this report.
Item 9.01 Financial Statements and Exhibits.
The required financial statements for the acquired malls will be filed in accordance with Rule 3-14 of Regulation S-X under cover of Form 8-K/A as soon as practicable, but in no event later than 71 days after the latest date on which this Current Report could have been timely filed.
The required pro forma financial information for the acquired malls will be filed in accordance with Article 11 of Regulation S-X under cover of Form 8-K/A as soon as practicable, but in no event later than 71 days after the latest date on which this Current Report could have been timely filed.
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Description |
99.1 |
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Press Release - CBL Properties Acquires Four Enclosed Regional Malls |
99.2 |
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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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Date: |
July 30, 2025 |
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/s/ Benjamin W. Jaenicke |
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Benjamin W. Jaenicke |
Exhibit 99.1
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News Release
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Contact: Katie Reinsmidt, Executive Vice President - Chief Operating Officer, 423.490.8301, [email protected]
CBL PROPERTIES ACQUIRES FOUR DOMINANT ENCLOSED REGIONAL MALLS IN DYNAMIC AND GROWING MARKETS FOR $178.9M
Acquisition is Highly Accretive to CBL’s Run-Rate Cash Flow Per Share
Modification of Existing Non-Recourse Bank Loan to Include Acquired Properties Significantly Extends CBL’s Maturity Profile and Reduces Floating Rate Exposure
CHATTANOOGA, Tenn. (July 29, 2025) – CBL Properties (NYSE:CBL) today announced that it has acquired four dominant enclosed regional malls for $178.9 million from Washington Prime Group. The malls include Ashland Town Center in Ashland, KY, Mesa Mall in Grand Junction, CO, Paddock Mall in Ocala, FL, and Southgate Mall in Missoula, MT. This acquisition reinforces CBL’s position as the preeminent owner and manager of successful enclosed malls in dynamic and growing middle markets.
“We are thrilled to add these four dominant enclosed malls to the CBL portfolio,” said Stephen D. Lebovitz, CEO of CBL Properties. “Each property fits perfectly within our existing portfolio. They enhance CBL’s operating metrics, augmenting sales and occupancy and offer both near- and long-term growth opportunities.”
The transaction represents significant progress in the execution of CBL’s portfolio optimization strategy – to redeploy proceeds from non-core asset sales into stable and growing assets that generate immediate accretion to CBL’s portfolio cash yield. In 2024 and year-to-date in 2025, CBL has completed sales of more than $241 million in non-core malls, open-air centers and outparcels. Most recently, CBL closed the $83.1 million sale of The Promenade, a premier power center in D’Iberville, MS, at an attractive single-digit cap rate. Additional open-air center dispositions are planned for the near-term, which will generate attractively priced capital from an undervalued segment of CBL’s portfolio.
Lebovitz added, “This transaction exemplifies our ability to strategically leverage the attractive valuations of our high-quality open-air and outparcel portfolio to fund investments in market-dominant enclosed malls. Each of these newly acquired assets enjoys strong market positioning and both near and long-term growth potential. The acquisition is immediately accretive to CBL’s cash flow per share and FFO, and moderately deleveraging to our balance sheet. Additionally, the scalability of our existing platform allows for seamless integration of the properties into our existing portfolio, further enhancing the financial benefits of the transaction. Growing cash flow through our portfolio optimization strategy remains a top priority as we continue to focus on delivering strong returns to our shareholders.”
Concurrently with the transaction close, CBL completed a modification and extension of its existing $333.0 million non-recourse outparcel and open-air center loan with Beal Bank USA, which was scheduled to initially mature in June 2027, with one, two-year extension option. The loan was modified to include the acquisition properties, increasing the principal balance by $110.0 million to approximately $443.0 million and providing for a seven-year term, comprised of an initial maturity in October 2030, with one, two-year extension option for a final maturity in October 2032. For the initial five-year term, the new interest-only loan will bear a fixed interest rate of 7.70% on a principal balance of approximately $368.0 million and a floating interest rate of SOFR plus 410 basis points on the remaining balance of approximately $75.0 million. The interest rate on the full principal balance will convert to the floating rate after the initial term.
“We are pleased to further our relationship with Beal Bank through this transaction,” said Ben Jaenicke, EVP - CFO of CBL Properties. “This financing strengthens our balance sheet by extending our maturities, reducing interest rate risk, and locking in the attractive returns and cash flow generation from the four-mall acquisition.”
Matt Hart of CSG Investments, Inc. noted, “On behalf of our broader team at Beal Bank USA, we are delighted to have this opportunity to expand and extend our support for CBL and their growing portfolio of market-dominant retail properties.”
Additional information on the transaction is available in the Investor Relations - Presentations section of CBL’s website: CBL Properties - Investor Relations - Reports, Presentations & Webcasts
About Ashland Town Center
Ashland Town Center is a single-level enclosed regional shopping mall located in Ashland, Kentucky, along U.S. Highway 23 near downtown. Opened in 1989, the mall spans over 420,000 square feet and features more than 70 retailers and restaurants, including major anchors such as JCPenney, Belk (Women & Kids and Men & Home), TJ Maxx, Ulta Beauty, and Five Below. The center has undergone several renovations over the years, including a major redevelopment in the late 2000s that added a new JCPenney prototype store and updated amenities. The mall also includes popular dining options like Olive Garden and Slim Chickens and serves as a dominant retail destination in the region, attracting millions of visitors annually.
About Mesa Mall
Mesa Mall is the largest indoor shopping center in western Colorado, located in Grand Junction at the intersection of U.S. Highway 6 and 50. Spanning over 733,000 square feet, the mall features more than 120 stores and services, making it the premier retail destination between Denver and Salt Lake City. Anchored by major national retailers including Cabela’s, Dillard’s, JCPenney, Target, HomeGoods, and Dick’s Sporting Goods, Mesa Mall offers a diverse mix of shopping, dining, and entertainment options. Originally developed in 1980, the mall has undergone several redevelopments to modernize its offerings and maintain its dominant position in the market.
About Paddock Mall
Paddock Mall is a single-level enclosed shopping center located in Ocala, Florida, and is the only enclosed mall in Marion County. Strategically situated on an 82-acre site along State Road 200 near I-75, Paddock Mall serves as a key retail hub for the region. Opened in 1980, the mall spans approximately 550,000 square feet and features over 90 stores and restaurants. Paddock Mall is anchored by JCPenney, Macy’s, and Belk, with a fourth anchor space—formerly Sears—under redevelopment as the Paddock Market
About Southgate Mall
Southgate Mall is the largest enclosed shopping center in western Montana, located in the vibrant and growing city of Missoula. Strategically situated along U.S. Highway 93 and South Avenue near the University of Montana campus, Southgate Mall has long served as a central retail and entertainment hub for the region. Opened in 1978, the mall spans approximately 546,000 square feet and features over 85 stores and restaurants. It is anchored by AMC Theatres, Scheels All Sports, and Dillard’s (Women’s and Men & Children) stores.
About Beal Bank USA
Beal Bank USA (Member FDIC and Equal Housing Lender), headquartered in Las Vegas, Nevada, has assets of approximately $16.9 billion as of June 2025. The Bank has a well-earned reputation as a stable, strongly-capitalized financial institution.
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 89 properties totaling 55.4 million square feet across 22 states, including 55 high-quality enclosed malls, outlet centers and lifestyle retail centers as well as more than 30 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.
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ACQUISITION OVERVIEW | JULY 2025 CBL PROPERTIES Southgate Mall, Missoula, MT Ashland Town Center, Ashland, KY Paddock Mall, Ocala, FL Mesa Mall, Grand Junction, CO Exhibit 99.2
CBL has acquired four dominant regional malls in growing and dynamic markets for $178.9M: Ashland Town Center, Ashland, KY Mesa Mall, Grand Junction, CO Paddock Mall, Ocala, FL Southgate Mall, Missoula, MT Mesa Mall, Grand Junction, CO Paddock Mall, Ocala, FL Southgate Mall, Missoula, MT Ashland Town Center, Ashland, KY Investing in Higher Yielding Assets ACQUISITION OVERVIEW
Transactions Expected to be Immediately Accretive to FFO, as adjusted and Cash Flow per Share Selling open air at a single digit cap rate and reinvesting in mid-teens Mid-teens going-in cap rate produces ~23% cash-on-cash yield ~14% accretive to annual free cash flow per share and ~5% accretive to annual FFO, as adjusted per share (1) Investment Highlights PORTFOLIO ACQUISITION Solidifies CBL as the only public REIT focused on acquiring dominant middle-market malls Leverages CBL’s deep experience in operating market-dominant enclosed malls Seamless integration into existing platform allows CBL to benefit from financial synergies Attractive non-recourse acquisition financing sourced through existing bank relationship 7-year term, interest only, majority fixed for 5 years at 7.70% Earnings & Cash Flow Accretion Leverages Operational Expertise Attractive Financing Strengthens Balance Sheet Match funding equity from $83mm open-air sale to maintain liquidity Extends maturity of existing outparcel/open-air loan and converts from floating to fixed Moderately de-levering to overall balance sheet Building on CBL’s strength as the preeminent owner and operator of enclosed regional malls in dynamic and growing middle markets Meaningful immediate value creation and growth through backfill of two former JoAnn locations Longer-term value creation opportunities through leasing upgrades and densification/redevelopment Embedded Upside (1) Assumes full-year, run-rate accretion from four mall acquisition net of full-year, run-rate dilution from the sale of The Promenade. The full-year impact will not be realized until 2026.
As part of the acquisition, CBL modified and extended its existing non-recourse open-air and outparcel loan to include the four mall properties: Non-recourse Loan balance: Increased by $110M to $443M Interest-only: ~$368.0M fixed at 7.70% for initial five-year term ~$75.0M floating at SOFR+ 410bps New 7-Year Term: Maturity extended on entire facility through 2032 Strengthening CBL’s Balance Sheet ACQUISITION OVERVIEW Modification of existing loan significantly extends CBL’s maturity schedule and reduces floating rate exposure
December 2024: CBL acquires partner’s interest in three high-performing properties Eliminated complexity and allows for full benefit and value creation to accrue to shareholders CBL is Executing on its Strategic Priorities PORTFOLIO OPTIMIZATION INITIATIVES Achievements 2024 – Q1 ’25: Sold three non-core malls raising gross proceeds of $108.75M Natural portfolio uplift, removal of significant capex burden. ~$102M of mall and related asset sale proceeds applied to debt reduction, facilitating extension of the term loan maturity STRATEGY: Grow Cash Flow Yield through Portfolio Optimization July 2025: Sold power center located in D’Iberville, MS for $83.1M, 8.5% cap rate; Sept. 2024: Sold parcels and open-air center in Layton, UT for $28.5M, 7.3% cap rate Recognized significant unappreciated portfolio value through sale of low cap rate assets May 2025: New $25M stock repurchase program approved, following more than $37M in repurchase activity completed under previous programs July 2025: Acquired four dominant enclosed regional malls at mid-teens cap rate Acquisitions and repurchase activity are accretive to CBL’s significant cash flow yield per share. 1) Sell low cash flow yielding assets at attractive pricing 3) Simplify story by reducing exposure to Joint Ventures 4) Reinvest in higher-cash flow yielding opportunities 2) Monetize stable low cap rate open-air centers Sell Low Cash Yield Buy High Cash Yield
NEW MALL ACQUISITION MALLS OUTLET CENTER LIFESTYLE CENTER OPEN-AIR CENTER Smart Portfolio Growth EXECUTING ON STRATEGIC FOCUS AREAS Mesa Mall, Grand Junction, CO Southgate Mall Missoula, MT Ashland Town Center, Ashland, KY Paddock Mall, Ocala, FL $441 Sales PSF (1) 4 | ~2.26 MSF Properties | GLA 88% Occupancy (1) Mid-Teens In-Place Cap Rate (1) Operating metrics are as of 5/31/25
$394 Sales PSF ~544K SF GLA 89% Occupancy Southgate Mall, Missoula, MT Mesa Mall, Grand Junction, CO $384 Sales PSF ~731K SF GLA 83% Occupancy ANCHORS: ANCHORS: Only game in town mall with high performing anchors - more than three-hour drive to the nearest competition. Southgate Mall is minutes from the University of Montana Campus with an enrollment of nearly 11,000. Future growth drivers include occupancy upside and inline tenant upgrades. Serves a wide trade area encompassing western Colorado and Eastern Utah with the nearest competition more than 250 miles away. Former JoAnn’s box provides near-term rent growth upside. Strong leasing traction driving anticipated NOI growth opportunity with both rent and occupancy upside. Property Highlights
$442 Sales PSF ~436K SF GLA 94% Occupancy Paddock Mall, Ocala, FL $545 Sales PSF ~548K SF GLA 87% Occupancy Ashland Town Center, Ashland KY ANCHORS: ANCHORS: Well-located in eastern Kentucky’s largest urban area, capturing traffic from a trade area of up to 30 miles including southern Ohio, northern Kentucky, and parts of West Virginia. Former JoAnn’s box provides near-term rent growth upside. Anchor recapture right and potential outparcel redevelopment provide additional value-creation opportunities. High performing only game in town mall captures visitors from a five-county trade area. Ocala is known as the “horse capital of the world” with the thoroughbred horse industry employing more than 29,000 residents and contributing more than $1 billion to the local economy. Property Highlights
Safe Harbor Statement While the information contained in this presentation is provided in good faith, neither CBL & Associates Properties Inc. (together with its subsidiaries and affiliates, “CBL”, of the “Company”) nor any of its advisers, representatives, officers, agents or employees makes any representation, warranty or undertaking, express or implied, with respect to this presentation and no responsibility or liability is accepted by any of them as to the accuracy, completeness or reasonableness of this presentation. The information contained in this presentation is as of the date hereof, and CBL and any of its affiliates each expressly disclaim any obligation to update the information herein presented or to correct any inaccuracies in this presentation that may become apparent. You should conduct your own investigation into any information contained in this presentation. The information included herein contains "forward-looking statements" within the meaning of section 27a of the securities act of 1933, as amended, and section 21e of the securities exchange act of 1934. All statements, other than statements of historical facts, included or incorporated by reference in this presentation that address ongoing or projected activities, events or trends that the company expects, believes, anticipates or assumes will or may occur in the future, including such matters as future operating results, capital expenditures, development or redevelopment projects, distributions, financings or refinancings, acquisitions or dispositions (including the timing, amount and nature thereof), tenant leasing, performance and results of operations, trends of the real estate industry or markets generally, and company business strategies and other matters of such nature are forward-looking statements. Such statements are based on expectations, beliefs, anticipations or assumptions which may not be realized and are inherently subject to risks and uncertainties, many of which cannot be predicted with accuracy and some of which might not even be anticipated. Prospective investors are cautioned that any such statements or projections are not guarantees of future performance and that future events and actual events, financial and otherwise, may differ materially from the events and results discussed in forward-looking statements or projections. The company has no obligation, and makes no undertaking, to publicly update or revise any forward-looking statements or projections. The reader is directed to the company's various filings with the securities and exchange commission, including without limitation the company's most recent earnings release and supplemental financial schedules filed on form 8-k, the company's annual report on form 10-k and quarterly report on form 10-q and the "management's discussion and analysis of financial condition and results of operations" included therein, for a discussion of such risks and uncertainties.