form8k.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 24,
2010
CBL
& ASSOCIATES PROPERTIES, INC.
(Exact
Name of Registrant as Specified in its Charter)
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 24, 2010, CBL & Associates Properties, Inc. (the “Company”) entered
into an underwriting agreement (the “Underwriting Agreement”) with the
underwriters named therein (the “Underwriters”), for whom Banc of America
Securities LLC and Wells Fargo Securities, LLC acted as representatives,
pursuant to which the Company agreed to sell to the Underwriters 6,300,000
depositary shares, each representing 1/10th
of a share of its 7.375% Series D Cumulative Redeemable Preferred Stock,
liquidation preference $25.00 per depositary share. Additionally, the
Company granted to the Underwriters a 30-day option to purchase up to an
additional 945,000 depositary shares. The depositary shares will be
offered and sold pursuant to a prospectus supplement, dated February 24, 2010
and related prospectus, dated August 7, 2009, filed with the Securities and
Exchange Commission, relating to the Company’s shelf registration statement on
Form S-3 (File No. 333-161182). A copy of the Underwriting Agreement
is attached hereto as Exhibit 1.1.
The
depositary shares were priced at $20.30 per share including accrued dividends,
equating to a yield of 9.08%. The Company intends to use the estimated net
offering proceeds of $123.3 million to reduce outstanding borrowings under its
credit facilities and for general corporate purposes. The offering is expected
to close on March 1, 2010, subject to customary closing conditions. The
Company’s press release announcing the pricing of the depositary shares is
attached hereto as Exhibit 99.1.
Item
9.01 Financial Statements and Exhibits.
(a)
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Financial
Statements of Businesses Acquired
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(b)
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Pro
Forma Financial Information
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Exhibit
Number Description
1.1
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Underwriting
Agreement, dated February 24, 2010, by and among CBL & Associates
Properties, Inc. and CBL & Associates Limited Partnership and the
underwriters named therein, for whom Banc of America Securities LLC and
Wells Fargo Securities, LLC acted as
representatives.
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5.2
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Opinion
of Husch Blackwell Sanders LLP as to the legality of the registered
securities.
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8.2
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Tax
opinion of Husch Blackwell Sanders LLP, counsel for the
Company.
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99.1
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Press
Release – CBL & Associates Properties, Inc. Announces Pricing of
$127.9 Million of Series D Preferred
Stock
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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.
CBL
& ASSOCIATES PROPERTIES, INC.
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/s/
John N. Foy
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John
N. Foy
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Vice
Chairman, Chief Financial
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Officer,
Treasurer and Secretary
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Date:
February 25, 2010