Attached files
| file | filename |
|---|---|
| EX-99.1 - CLOSING PR - CBL & ASSOCIATES PROPERTIES INC | exhibit991.htm |
| EX-4.9.1 - EXHIBIT 4.9.1 CERT OF DESIGNATIONS STOCK - CBL & ASSOCIATES PROPERTIES INC | exhibit491.htm |
| EX-10.1.3 - EXHIBIT 10.1.3 CERT OF DESIGNATIONS UNITS - CBL & ASSOCIATES PROPERTIES INC | exhibit1013.htm |
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
AND EXCHANGE ACT OF 1934
Date of
report (Date of earliest event reported): February 25,
2010
CBL
& ASSOCIATES PROPERTIES, INC.
(Exact
Name of Registrant as Specified in its Charter)
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Delaware
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1-12494
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62-1545718
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(State
or Other Jurisdiction of
Incorporation)
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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Suite
500, 2030 Hamilton Place Blvd., Chattanooga, TN 37421
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(Address
of principal executive office, including zip code)
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(423)
855-0001
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(Registrant’s
telephone number, including area code)
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N/A
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(Former
name, former address and former fiscal year, if changed since last
report)
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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):
| o |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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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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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01
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Entry
into a Material Definitive
Agreement.
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On
February 25, 2010, CBL & Associates Limited Partnership, a Delaware limited
partnership which is the operating partnership (the “Operating Partnership”) of
CBL & Associates Properties, Inc. (the “Company”), supplemented its Third
Amended and Restated Agreement of Limited Partnership, as amended to date, with
an Amended and Restated Certificate of Designation of 7.375% Series D Cumulative
Redeemable Preferred Units, relating to the preferred units of limited
partnership in the Operating Partnership (the “Series D Preferred Units”)
underlying shares of the Company’s 7.375% Series D Cumulative Redeemable
Preferred Stock, $0.01 par value per share, with a liquidation preference of
$250.00 per share (the “Series D Preferred Stock”). The Operating
Partnership issued 630,000 of the Series D Preferred Units, the terms of which
parallel the terms of the Series D Preferred Stock, to a wholly owned subsidiary
of the Company in conjunction with the closing of the transaction described in
Item 3.03 of this report.
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Item
3.03
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Material
Modification to Rights of Security
Holders.
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On March
1, 2010, the Company completed an underwritten public offering of 6,300,000
depositary shares, each representing 1/10th of a
share of its Series D Preferred Stock at a liquidation preference of $25.00 per
depositary share, pursuant to the underwriting agreement filed as an exhibit to
the Company’s Form 8-K dated February 24, 2010. The Company has
granted the underwriters of the offering a 30-day option to purchase up to an
additional 945,000 depository shares to cover over-allotments. The terms
of the Series D Preferred Stock were established in an Amended and Restated
Certificate of Designations (“Amended and Restated Certificate of Designations”)
filed with the Delaware Secretary of State on February 25, 2010. A
copy of the Amended and Restated Certificate of Designations is attached hereto
as Exhibit 4.9.1.
Under the
Amended and Restated Certificate of Designations, holders of the depositary
shares and the underlying Series D Preferred Stock are entitled to receive
cumulative dividends, in equal priority with the holders of the Company’s other
outstanding series of preferred stock and before any dividends are paid to the
common stockholders, at the rate per share of 7.375% of the stated liquidation
preference per annum, payable quarterly in arrears. Upon any
liquidation, dissolution or winding-up of the affairs of the Company, whether
voluntary or involuntary, the holders of the Series D Preferred Stock shall be
entitled to receive out of the assets of the Company legally available for
distribution to stockholders, in equal priority with the holders of the
Company’s other outstanding series of preferred stock, an amount equal to the
stated liquidation preference per share, plus any accrued and unpaid dividends
thereon to the date of payment, before any distribution or payment shall be made
to the holders of any junior securities, including the common
stock.
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Item
7.01
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Regulation
FD Disclosure.
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The
Company’s Press Release concerning the March 1, 2010 completion of an
underwritten public offering of 6,300,000 depositary shares, each representing
1/10th of a
share of its 7.375% Series D Preferred Stock, is furnished as an exhibit to this
report.
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Item
9.01
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Financial
Statements and Exhibits.
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(a)
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Financial
Statements of Businesses Acquired
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Not
applicable
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(b)
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Pro
Forma Financial Information
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Not
applicable
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(c)
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Exhibits
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Exhibit
Number
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Description
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4.9.1
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Amended
and Restated Certificate of Designations, dated February 25, 2010,
relating to the Company’s 7.375% Series D Cumulative Redeemable Preferred
Stock
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10.1.3
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Amended
and Restated Certificate of Designation, dated February 25, 2010, of
7.375% Series D Cumulative Redeemable Preferred Units
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99.1
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Press
Release – CBL & Associates Properties, Inc. Announces Closing of
$127.9 Million Preferred Stock
Offering
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SIGNATURE
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 K. Mitchell | |
| Farzana K. Mitchell | |
| Executive Vice President - Finance | |
Date:
March 1, 2010