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 25, 2010
 

CBL & ASSOCIATES PROPERTIES, INC.

(Exact Name of Registrant as Specified in its Charter)
 
Delaware
  
1-12494
  
62-1545718
(State or Other Jurisdiction of
Incorporation)
  
(Commission File Number)
  
(I.R.S. Employer Identification No.)
         
Suite 500, 2030 Hamilton Place Blvd., Chattanooga, TN 37421
(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):

  o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

  o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

  o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

  o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 
 

Item 1.01
Entry into a Material Definitive Agreement.

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.


Item 3.03
Material Modification to Rights of Security Holders.

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.


Item 7.01
Regulation FD Disclosure.

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.

 
Item 9.01
Financial Statements and Exhibits.

(a)  
Financial Statements of Businesses Acquired

 
Not applicable

(b)  
Pro Forma Financial Information

 
Not applicable

(c)  
Exhibits

   
Exhibit
Number
 
Description
     4.9.1
Amended and Restated Certificate of Designations, dated February 25, 2010, relating to the Company’s 7.375% Series D Cumulative Redeemable Preferred Stock
     10.1.3
Amended and Restated Certificate of Designation, dated February 25, 2010, of 7.375% Series D Cumulative Redeemable Preferred Units
     99.1
Press Release – CBL & Associates Properties, Inc. Announces Closing of $127.9 Million Preferred Stock Offering




 
 
 

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.
   
   /s/ Farzana K. Mitchell
   Farzana K. Mitchell
   Executive Vice President - Finance
   
   


Date: March 1, 2010