-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, G6w+Gc70Y96zKjrCmCB0QrWzCrMZRQocEIpHsyhl0SgYXqKNT3QhQBhq4y0Y1fRq o9HcT4KFf1C6xQqPJdGegg== 0000910612-05-000100.txt : 20050714 0000910612-05-000100.hdr.sgml : 20050714 20050714161113 ACCESSION NUMBER: 0000910612-05-000100 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050714 ITEM INFORMATION: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050714 DATE AS OF CHANGE: 20050714 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CBL & ASSOCIATES PROPERTIES INC CENTRAL INDEX KEY: 0000910612 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 621545718 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12494 FILM NUMBER: 05954687 BUSINESS ADDRESS: STREET 1: 2030 HAMILTON PLACE BVLD, SUITE 500 STREET 2: CBL CENTER CITY: CHATTANOOGA STATE: TN ZIP: 37421 BUSINESS PHONE: 4238550001 MAIL ADDRESS: STREET 1: 2030 HAMILTON PLACE BVLD, SUITE 500 STREET 2: CBL CENTER CITY: CHATTANOOGA STATE: TN ZIP: 37421 8-K 1 form8k.txt ACADIANA FORM 8K 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): July 14, 2005 CBL & ASSOCIATES PROPERTIES, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 1-12494 62-154718 (State or Other Jurisdiction of (Commission File Number) (I.R.S. Employer Incorporation) 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 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant On July 14, 2005, CBL & Associates Properties, Inc. (the "Company") borrowed an additional $175.0 million under the $400 million unsecured credit facility between the Company and a group of banks led by Wells Fargo Bank. This advance, which brought the Company's total outstanding indebtedness under the facility to $176.0 million, was used to finance the cash purchase price for the acquisition of The Mall of Acadiana, which is described in Item 8.01 below. The facility, which matures on August 27, 2006, has three one-year extension options at the Company's election and bears interest based on leverage in the range of 100 to 145 basis points over LIBOR. The Company may prepay advances under the credit facility at any time without premium or penalty, and pays a facility fee on the unused portion of the commitment under the credit facility and certain other fees. If at any time the total outstanding advances exceed the total committed amount, the Company may be required to repay the excess advances. So long as no event of default exists, the Company has the right to request increases in the aggregate amount of the commitment provided that the aggregate commitment shall not exceed $500 million. The credit facility contains, among other restrictions, certain financial covenants including the maintenance of certain financial coverage ratios and minimum net worth requirements. The credit facility includes usual and customary events of default for facilities of this nature (with applicable customary grace periods) and provides that, upon the occurrence and continuation of an event of default, payment of all amounts outstanding under the credit facility may be accelerated and the lenders' commitments may be terminated. The credit facility agreement was filed as Exhibit 10.1 to our Current Report on Form 8-K dated August 27, 2004. Item 8.01 Other Events On July 14, 2005, the Company acquired The Mall of Acadiana in Lafayette, LA, from Lafayette Associates for a total cash consideration of $175.3 million, including estimated closing costs. Based on income in-place, the initial cap rate on this transaction was 6.1%. The Company has also entered into an agreement to acquire 14.62 acres located adjacent to the mall for approximately $3.2 million. The Company has also entered into an option agreement to purchase an additional 14.32 acres for approximately $3.2 million. The Company plans to use the land for the future development of an associated center or lifestyle wing. The press release issued by the Company announcing this acquisition is attached as Exhibit 99.1 to this Current Report on Form 8-K. Item 9.01 Financial Statements and Exhibits (a) Financial Statements of Businesses Acquired Not applicable (b) Pro Forma Financial Information Not applicable (c) Exhibits 99.1 Press Release - CBL & Associates Properties Acquires Super-Regional Mall In Lafayette, Louisiana 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. 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 (Authorized Officer of the Registrant, Principal Financial Officer and Principal Accounting Officer) Date: July 14, 2005 EX-99 2 exhibit991.txt PRESS RELEASE EXHIBIT 99.1 EXHIBIT 99.1 [LETTERHEAD OF CBL & ASSOCIATES PROPERTIES, INC.] Investor Media Contact: Katie Knight Contact: Deborah Gibb Director of Investor Relations Director of Corporate Relations (423) 490-8301 (423) 490-8315 CBL & ASSOCIATES PROPERTIES ACQUIRES SUPER-REGIONAL MALL IN LAFAYETTE, LOUISIANA The Mall of Acadiana Marks CBL's First Property in Louisiana CHATTANOOGA, Tenn. (July 14, 2005) - CBL & Associates Properties, Inc. (NYSE: CBL) today announced the acquisition of The Mall of Acadiana in Lafayette, LA. CBL acquired the property from Lafayette Associates. The Company has also entered into an agreement to acquire 14.62 acres and an option agreement to purchase an additional 14.32 acres both located adjacent to the mall. CBL plans to use the land for the future development of an associated center or lifestyle wing. "The Mall of Acadiana represents another excellent addition to our existing mall portfolio and brings with it a great opportunity to create long-term value through the future development of both the pre-approved expansion area and the adjacent property. Additionally, the mall presents many opportunities for near-term growth through the implementation of our aggressive specialty-leasing program and through rental rate increases from lease-up and rollover," stated Stephen Lebovitz, president of CBL & Associates Properties, Inc. "We are excited to increase our geographical diversification with our first property in Louisiana and will continue to further this effort through strategic developments and acquisitions." The Mall of Acadiana is considered Southern Louisiana's Premier shopping destination, offering shoppers more than 100 retail stores and restaurants including Chico's, Ann Taylor, Talbot's, Coldwater Creek, Banana Republic, Hollister, Nine West, and many more. Anchored by Dillard's, Foley's, Sears and JCPenney, the 997,000-square-foot, single-level mall includes approximately 311,000 square feet of in-line small shop space. Currently 96% occupied, the mall produced sales per square foot of $360 in 2004. The property is located on approximately 73.0 acres and is situated at the intersection of US 167 and Ambassador Caffrey Parkway, approximately five miles south of Interstate 10. Originally built in 1979, the mall was renovated in 1993 and 2004. CBL & Associates Properties, Inc. is the fourth largest mall REIT in North America and the largest owner of malls and shopping centers in the Southeast ranked by GLA. Including The Mall of Acadiana, CBL owns, holds interests in or manages 173 properties, including 72 enclosed regional malls. The properties are located in 30 states and total 75.7 million square feet including 2.0 million square feet of non-owned shopping centers managed for third parties. CBL currently has seven projects under construction totaling approximately 1.5 million square feet. The projects include two open-air shopping centers located in Ft. Myers, FL, and Memphis (Southaven, MS), TN, -MORE- CBL Acquires Super-Regional Mall in Lafayette, Louisiana Page 2 July 14, 2005 three community centers and two expansions. In addition to its office in Chattanooga, TN, CBL has a regional office in Boston (Waltham), MA. Additional information can be found at cblproperties.com. Information included herein contains "forward-looking statements" within the meaning of the federal securities laws. Such statements are inherently subject to risks and uncertainties, many of which cannot be predicted with accuracy and some of which might not even be anticipated. Future events and actual events, financial and otherwise, may differ materially from the events and results discussed in the forward-looking statements. The reader is directed to the Company's various filings with the Securities and Exchange Commission, including without limitation the Company's Annual Report on Form 10-K and the "Management's Discussion and Analysis of Financial Condition and Results of Operations" incorporated by reference therein, for a discussion of such risks and uncertainties. -END- -----END PRIVACY-ENHANCED MESSAGE-----