CBL & ASSOCIATES LIMITED PARTNERSHIP (NYSE:CBL) Files An 8-K Entry into a Material Definitive Agreement

CBL & ASSOCIATES LIMITED PARTNERSHIP (NYSE:CBL) Files An 8-K Entry into a Material Definitive Agreement

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Item 1.01

Entry Into a Material Definitive Agreement.
On December 13, 2016, CBL Associates Limited Partnership (the
Operating Partnership), the majority-owned operating partnership
subsidiary of CBL Associates Properties, Inc. (the Company), and
the Company completed its previously announced public offering of
$400 million aggregate principal amount of 5.950% Senior Notes Due
2026 (the “Notes”) to an underwriting agreement dated December 6,
2016, by and among the Operating Partnership and the Company and
Wells Fargo Securities, LLC, J. P. Morgan Securities LLC, Jefferies
LLC and U.S. Bancorp Investments, Inc., as representatives of the
underwriters listed on Schedule A thereto (the “Underwriters”).
The terms of the Notes are governed by an Indenture, dated as of
November 26, 2013 (the “Base Indenture”), among the Operating
Partnership, as issuer, the Company, as limited guarantor, and U.S.
Bank National Association, as trustee, as amended and supplemented
by the First Supplemental Indenture, dated as of November 26, 2013
(the “First Supplemental Indenture”) and the Second Supplemental
Indenture, dated as of December 13, 2016 (the “Second Supplemental
Indenture” and, together with the Base Indenture and the First
Supplemental Indenture, collectively, the “Indenture”), among the
Operating Partnership, as issuer, the Company, as limited
guarantor, and U.S. Bank National Association, as trustee. For a
description of the material terms of the Notes and the Indenture
see the information set forth below under Item 2.03, which is
incorporated into this Item 1.01. As described in Item 2.03 below,
the Notes are also subject to a limited guaranty provided by the
Company to a Limited Guarantee dated as of November 26, 2013 (the
Limited Guarantee).
The Notes and the Limited Guarantee were issued to the Company’s
and the Operating Partnership’s existing shelf registration
statement on Form S-3 (File Nos. 333-205457 and 333-205457-01).
The description herein of the Notes, the Indenture and the Limited
Guarantee are summary in nature and are qualified in their entirety
by the full text of the Base Indenture, the First Supplemental
Indenture, the Second Supplemental Indenture, the Limited Guarantee
and the global note evidencing the Notes, which are being filed as
Exhibits 4.14.1, 4.14.2, 4.14.3, 4.14.4 and 4.14.7, respectively,
to this Current Report on Form 8-K and are incorporated, herein, by
reference.
Item 2.03
Creation of a Direct Financial Obligation or an Obligation
Under an Off-Balance Sheet Arrangement of a Registrant.
The Operating Partnership issued and sold the Notes in the
aggregate principal amount of $400 million, which mature on
December 15, 2026 and bear interest at a rate of 5.950% per annum,
payable semi-annually in arrears on June 15 and December 15,
beginning on June 15, 2017.
The Notes and the Limited Guarantee rank equal in right of payment
to all other current and future unsecured and unsubordinated
obligations of the Operating Partnership and the Company,
respectively. The Notes are redeemable, at the Operating
Partnership’s option, in whole or in part from time to time, on
not less than 30 days and not more than 60 days prior written
notice to the holders of the Notes to be redeemed. The Notes are
redeemable for cash, at a price equal to the aggregate principal
amount of the Notes being redeemed, plus accrued and unpaid
interest to, but not including, the redemption date and a
make-whole premium calculated in accordance with the Indenture,
unless the Notes are redeemed on or after September 15, 2026, in
which case no make-whole premium will be applicable.
The Indenture provides for customary events of default, including,
among other things, nonpayment, failure to comply with the
Indenture, the Limited Guarantee or the Notes, and certain events
of bankruptcy, insolvency and reorganization. The First
Supplemental Indenture contains various restrictive covenants,
relating to the Operating Partnership’s and the Company’s
aggregate unsecured debt, aggregate secured debt, maintenance of
unencumbered assets and debt service coverage. The Second
Supplemental Indenture modifies the secured debt test and adds a
covenant related to the provision of financial information. The
Company provided a Limited Guarantee with respect to the Notes for
losses suffered solely by reason of fraud or willful
misrepresentation by the Operating Partnership or its affiliates.
After deducting underwriting discounts and other offering expenses,
the net proceeds from the sale of the Notes was approximately $391
million. The Operating Partnership intends to use the net proceeds
to reduce amounts outstanding under its unsecured revolving credit
facilities and for general business purposes. Affiliates of certain
of the Underwriters are lenders under the Operating Partnerships
revolving credit facilities and term loans and will receive their
pro rata portions of any amounts repaid under these loans. In
addition, the Underwriters and certain of their affiliates have
engaged in, and may in the future engage in, investment banking and
other commercial dealings in the ordinary course of business with
the Company, the Operating Partnership and their affiliates. They
have received or will continue to receive customary fees and
commissions for these transactions.
The description set forth above is qualified in its entirety by the
Base Indenture, the First Supplemental Indenture, the Second
Supplemental Indenture, the Limited Guarantee and the global note
evidencing the Notes.
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
4.14.1
Indenture, dated as of November 26, 2013, among CBL
Associates Limited Partnership, CBL Associates
Properties, Inc. and U.S. Bank National Association.
Incorporated by reference to Current Report on Form 8-K
dated and filed on November 26, 2013.*
4.14.2
First Supplemental Indenture, dated as of November 26,
2013, among CBL Associates Limited Partnership, CBL
Associates Properties, Inc. and U.S. Bank National
Association. Incorporated by reference to Current
Report on Form 8-K dated and filed on November 26,
2013.*
4.14.3
Second Supplemental Indenture, dated as of December 13,
2016, among CBL Associates Limited Partnership, CBL
Associates Properties, Inc. and U.S. Bank National
Association.
4.14.4
Limited Guarantee, dated as of November 26, 2013, of
CBL Associates Properties, Inc. Incorporated by
reference to Current Report on Form 8-K dated and filed
on November 26, 2013.*
4.14.7
Global note evidencing the 5.950% Senior Notes Due
2026.
* Commission File No. 1-12494 and 333-182515-01.
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About CBL & ASSOCIATES LIMITED PARTNERSHIP (NYSE:CBL)

CBL & Associates Properties, Inc. (CBL) is a self-managed, self-administered, integrated real estate investment trust (REIT). The Company owns, develops, acquires, leases, manages and operates regional shopping malls, open-air and mixed-use centers, outlet centers, associated centers, community centers and office properties. Its segments are Malls, Associated Centers, Community Centers and All Other. Its properties are located in over 30 states, and are primarily located in the southeastern and midwestern United States. It conducts its business through CBL & Associates Limited Partnership (the Operating Partnership). It owns two qualified REIT subsidiaries: CBL Holdings I, Inc. and CBL Holdings II, Inc. It owns controlling interests in over 70 Malls, 20 Associated Centers, six Community Centers and eight Office Buildings. It owns non-controlling interests in over 10 Malls, approximately four Associated Centers, over five Community Centers and over five Office Buildings.

CBL & ASSOCIATES LIMITED PARTNERSHIP (NYSE:CBL) Recent Trading Information

CBL & ASSOCIATES LIMITED PARTNERSHIP (NYSE:CBL) closed its last trading session down -0.42 at 11.33 with 1,646,536 shares trading hands.

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