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

March 24, 2009

Date of Report (Date of earliest event reported)

CENTRO NP LLC

(Exact Name of Registrant as Specified in Charter)

Maryland	1-12244	64-0955724
(State or other Jurisdiction of Incorporation)	(Commission File No.)	(IRS Employer Identification No.)

420 Lexington Avenue, New York, New York 10170

(Address of principal executive offices, including zip code)

212-869-3000

(Registrant’s telephone number, including area code)

(Former Name or Former Address, 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:

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

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

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

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

Item 7.01Regulation FD Disclosure.

Centro NP LLC (the “Company”) has announced the extension of the Early Tender Date, Withdrawal Deadline and Expiration Date for its previously announced cash tender offer (the “Tender Offer”) for any and all of its 7.40% Senior Notes due September 2009.  The Early Tender Date, Withdrawal Deadline and Expiration Date, all most recently scheduled for 5:00 p.m., New York City time, on Monday, March 23, 2009, have been extended to 5:00 p.m., New York City time, on Friday, April 3, 2009, unless further extended by the Company.  The terms of the Tender Offer, including all capitalized terms not defined herein, are contained in the Company’s Offer to Purchase, dated February 17, 2009.  A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01Financial Statements and Exhibits.

(d)           Exhibits.

Exhibit No.	Description
99.1	Press Release, dated March 24, 2009, of Centro NP LLC

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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.

Date: March 24, 2009	CENTRO NP LLC
	By:	/s/ Steven Siegel
		Name:	Steven Siegel
		Title:	Executive Vice President, General Counsel and Secretary

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EX-99.1

Exhibit 99.1

420 Lexington Avenue  ·  New York, NY 10170  ·  (212) 869-3000  ·  FAX (212) 869-3989

FOR IMMEDIATE RELEASE

CONTACT:	Stacy Slater
	Senior Vice President, Investment Management
	Centro NP LLC
	(212) 869-3000
	stacy.slater@centroprop.com

Centro NP LLC Announces Extension of Early Tender Date, Withdrawal Deadline and Expiration Date

NEW YORK, March 24, 2009 —   Centro NP LLC (the “Company”) today announced that it has extended the Early Tender Date, Withdrawal Deadline and Expiration Date for its previously announced cash tender offer (the “Tender Offer”) for any and all of its 7.40% Senior Notes due September 2009 (the “Notes”).

The Early Tender Date, Withdrawal Deadline and Expiration Date, all most recently scheduled for 5:00 p.m., New York City time, on Monday, March 23, 2009, have been extended to 5:00 p.m., New York City time, on Friday, April 3, 2009, unless further extended by the Company.  As of 5:00 p.m., New York City time, on Monday, March 23, 2009, holders had validly tendered and not validly withdrawn $120,315,000 aggregate principal amount of the Notes outstanding, or approximately 80.21% of the outstanding Notes.

The complete terms and conditions of the Tender Offer, except as modified by this press release (which supersedes our press release issued on March 9, 2009), are set forth in the Offer to Purchase, dated February 17, 2009 (the “Offer to Purchase”) and related Letter of Transmittal, which have been sent to holders of the Notes.  Except as heretofore modified and as modified hereby, all terms and conditions of the Tender Offer will remain in full force and effect.  Holders are urged to read the Tender Offer documents carefully before making any decision with respect to the Tender Offer.  Copies of the Offer to Purchase and Letter of Transmittal may be obtained from the Information Agent for the Tender Offer, Global Bondholder Services Corporation at (866) 470-4200 (toll-free) or (212) 430-3774 (collect).  J.P. Morgan Securities Inc. is the Dealer Manager for the Tender Offer.  Questions regarding the Tender Offer may be directed to J.P. Morgan Securities Inc. at (866) 834-4666 (toll-free) or (212) 834-3424 (collect).

This press release is neither an offer to purchase nor a solicitation to buy any of these Notes nor is it a solicitation for acceptance of the Tender Offer.  The Company is making the Tender Offer only by, and pursuant to the terms of, the Offer to Purchase and the related Letter of Transmittal, as amended hereby.  The Tender Offer is not being made in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.  None of Centro Properties Group, Centro NP LLC, the Dealer Manager or the Information Agent for the Tender Offer makes any recommendation in connection with the Tender Offer.

Forward-Looking Statements

In addition to historical information, this press release contains forward-looking statements and information within the meaning of the federal securities laws. These statements are the Company’s current views as of the date such statements are made with respect to possible future events and financial performance.  These forward-looking statements are subject to many risks and uncertainties that could cause actual results to differ significantly from historical results or from those anticipated by the Company.  The most significant risks are detailed from time to time in the Company’s filings and reports with the Commission, including the Company’s Annual Report on Form 10-K and subsequent periodic reports filed with the Securities and Exchange Commission.  It is advisable not to place undue reliance on the Company’s forward-looking statements.  The Company does not undertake any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

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