8-K

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):  March 19, 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 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

CBL & Associates Limited Partnership (the “Operating Partnership”), the majority-owned subsidiary of CBL & Associates Properties, Inc. (the “Company”), is party to a $1.185 billion senior secured credit facility (the “Facility”), which includes a fully-funded $500 million term loan and a revolving line of credit with a borrowing capacity of $685 million, with a syndicate of banks pursuant to a credit agreement (the “Credit Agreement”). A copy of the Credit Agreement is filed as Exhibit 4.14.4 to the Company’s Current Report on Form 8-K dated January 30, 2019. The material terms of the Facility are also described in Note 8 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019.

On March 19, 2020 and March 20, 2020, the Operating Partnership completed draws under the line of credit totaling $280 million to increase liquidity and preserve financial flexibility in light of the current uncertainty surrounding the impact of COVID-19. The $280 million of draws represents substantially all of the remaining available balance on the line of credit. Following these draws, the outstanding balance under the line of credit is $680.8 million, including outstanding letters of credit of $4.8 million.

ITEM 7.01 Regulation FD Disclosure

On March 25, 2020, the Company issued a press release announcing the borrowings under the Facility and the withdrawal of its fiscal 2020 guidance provided on February 6, 2020, due to increased uncertainty surrounding the impact of COVID-19. The Company is not providing updated guidance at this time. A copy of the press release is being furnished 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 March 25, 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: March 25, 2020

EX-99.1

Exhibit 99.1

 

News Release

 

Investor Contact: Katie Reinsmidt, Executive Vice President & Chief Investment Officer, 423.490.8301, Katie.Reinsmidt@cblproperties.com

CBL PROPERTIEs provides update on covid-19 Response

CBL Draws Line of Credit and Suspends Guidance

CHATTANOOGA, Tenn. (March 25, 2020) – CBL Properties (NYSE:CBL) today issued the following statement regarding COVID-19 events and impacts:

“Over the past few weeks, CBL has made the safety of our employees, our customers, our tenants and the communities we serve our top priority,” said Stephen Lebovitz, CBL’s Chief Executive Officer.  “I am proud of the CBL organization’s commitment and response as we face this unprecedented situation.

“Given the difficulty of accurately predicting the financial and economic ramifications of the pandemic, we have taken immediate steps to preserve our liquidity position by drawing $280 million under our line of credit.  This action serves to maximize our financial flexibility during this period of uncertainty.  As a reminder, we are also preserving liquidity through the suspension of our preferred and common stock dividends and have no unsecured debt maturities until 2023.  Finally, we have made the decision to withdraw our previously issued earnings guidance for 2020.”

The $280 million aggregate draw represents substantially all of the remaining available balance on the line of credit.  CBL’s outstanding balance as of March 25, 2020, was $681 million.

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

CBL Properties  |  423.855.0001  |  cblproperties.com

CBL Properties Provides Update on Covid-19 Response

Page 2

March 25, 2020

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.

-END-

XML

Cover Page	Mar. 19, 2020
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Mar. 19, 2020
Entity Registrant Name	CBL & ASSOCIATES PROPERTIES INC
Entity Central Index Key	0000910612
Entity Emerging Growth Company	false
Entity File Number	1-12494
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	62-1545718
Entity Address, Address Line One	2030 Hamilton Place Blvd., Suite 500
Entity Address, City or Town	Chattanooga
Entity Address, State or Province	TN
Entity Address, Postal Zip Code	37421-6000
City Area Code	423
Local Phone Number	855-0001
Written Communications	false
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Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Common Stock, $0.01 par value
Document Information [Line Items]
Title of 12(b) Security	Common Stock, $0.01 par value
Trading Symbol	CBL
Security Exchange Name	NYSE
7.375% Series D Cumulative Redeemable Preferred Stock, $0.01 par value
Document Information [Line Items]
Title of 12(b) Security	7.375% Series D Cumulative Redeemable Preferred Stock, $0.01 par value
Trading Symbol	CBLprD
Security Exchange Name	NYSE
6.625% Series E Cumulative Redeemable Preferred Stock, $0.01 par value
Document Information [Line Items]
Title of 12(b) Security	6.625% Series E Cumulative Redeemable Preferred Stock, $0.01 par value
Trading Symbol	CBLprE
Security Exchange Name	NYSE
CBL & Associates Limited Partnership
Document Information [Line Items]
Entity Registrant Name	CBL & ASSOCIATES LIMITED PARTNERSHIP
Entity Central Index Key	0000915140
Entity File Number	333-182515-01
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	62-1542285