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): November 16, 2005
CBL & ASSOCIATES PROPERTIES, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 1-12494 62-154718
(State or Other Jurisdiction (Commission File (I.R.S. Employer
of Incorporation) Number) 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):
[ ] 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))
Item 1.01 Entry Into a Material Definitive Agreement
Acquisition of Three-Mall Portfolio
CBL & Associates Properties, Inc. (the "Company") announced on November 17,
2005, that, on November 16, 2005, it had closed on the previously announced
acquisition of three malls from Copaken, White & Blitt and affiliates ("CWB").
The Company issued special common units of CBL & Associates Limited Partnership
(the "Operating Partnership") to CWB as part of the total purchase price.
The Company issued 1,144,924 Series K Special Common Units ("K-SCUs") based
on an agreed-upon value of $47.50 per K-SCU, and also granted certain limited
registration rights to the holders of the K-SCUs. As a result of the issuance of
the K-SCUs, the limited partnership agreement of the Operating Partnership was
amended to set forth the terms of the K-SCUs.
In accordance with the First Amendment to Third Amended and Restated
Agreement of Limited Partnership of CBL & Associates Limited Partnership, the
K-SCUs are exchangeable at any time following the first anniversary of the
closing date on a one-for-one basis for shares of the Company's common stock or,
at the Company's election, their cash equivalent. When an exchange occurs, the
Company assumes the limited partner's ownership interest in the Operating
Partnership. The K-SCUs are entitled to receive an initial annual distribution
of 6.0%, or $2.85 per K-SCU, for the first year following the close of the
transaction and 6.25%, or $2.9688 per K-SCU, thereafter. When the quarterly
distribution on the Company's common stock exceeds the quarterly K-SCU
distribution for four consecutive quarters, the K-SCUs will receive
distributions thereafter at the rate equal to that paid on the Company's common
stock. The Operating Partnership also has the option, at any time after the
tenth anniversary of the issuance of the K-SCUs, to redeem some or all of the
K-SCUs through the issuance of an equivalent amount of common units, provided
that the quarterly distribution benchmark described in the preceding sentence
has been met.
Apart from the transactions described herein, the Company and its
affiliates have no other material relationships with the sellers or any of their
affiliates.
Exhibits 10.23.1 through 10.23.7 listed in Item 9.01(c) below represent the
definitive agreements that were previously disclosed pursuant to Item 1.01 in
connection with the Company's Current Report on Form 8-K that was filed on
October 17, 2005. These documents were not filed as exhibits to the Current
Report on Form 8-K dated October 17, 2005, and are attached to this Current
Report on Form 8-K to comply with Item 1.01.
The press release announcing the acquisition is attached as exhibit 99.1.
Completion of Joint Venture Transaction
On November 16, 2005, affiliates of The Richard E. Jacobs Group, Inc.
("Jacobs") and affiliates of the Company formed a 50/50 joint venture to own
Triangle Town Center and its associated and lifestyle centers, Triangle Town
Place and Triangle Town Commons, in Raleigh, NC. Additional terms regarding the
joint venture arrangement and the Company's relationship with Jacobs are
described in the Company's Current Report on Form 8-K dated October 24, 2005.
The press release announcing the formation of the joint venture is attached
as exhibit 99.2. The documents related to the formation of the joint venture
will be filed as exhibits to the Company's Annual Report on Form 10-K for the
year ending December 31, 2005.
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 No. Description
10.1.7 First Amendment to Third Amended and Restated Agreement of Limited
Partnership of CBL & Associates Limited Partnership, dated as of
November 16, 2005.
10.16.5 Form of Registration Rights Agreements between the Company and Certain
Holders of Series K Special Common Units of the Operating Partnership,
dated as of November 16, 2005.
10.23.1 Contribution Agreement and Joint Escrow Instructions between the
Company and the owners of Oak Park Mall named therein, dated as of
October 17, 2005.
10.23.2 First Amendment to Contribution Agreement and Joint Escrow
Instructions between the Company and the owners of Oak Park Mall named
therein, dated as of November 8, 2005.
10.23.3 Contribution Agreement and Joint Escrow Instructions between the
Company and the owners of Eastland Mall named therein, dated as of
October 17, 2005.
10.23.4 First Amendment to Contribution Agreement and Joint Escrow
Instructions between the Company and the owners of Eastland Mall named
therein, dated as of November 8, 2005.
10.23.5 Purchase and Sale Agreement and Joint Escrow Instructions between the
Company and the owners of Hickory Point Mall named therein, dated as
of October 17, 2005.
10.23.6 Purchase and Sale Agreement and Joint Escrow Instructions between the
Company and the owner of Eastland Medical Building, dated as of
October 17, 2005.
10.23.7 Letter Agreement, dated as of October 17, 2005, between the Company
and the other parties to the acquisition agreements listed above for
Oak Park Mall, Eastland Mall, Hickory Point Mall and Eastland Medical
Building.
99.1 Press Release - CBL & Associates Properties Closes on Acquisition of
Three-Mall Portfolio for $516.9 Million
99.2 Press Release - The Jacobs Group and CBL Complete Formation of Joint
Venture to Own Triangle Town Center in Raleigh, NC
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/ John N. Foy
----------------------------------------
John N. Foy
Vice Chairman,
Chief Financial Officer and Treasurer
Date: November 22, 2005