-----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, E3r8dt/kwp9bJGaig74OAdBNg6W17KT4TmZMOM+pIBeyRS/LW8dQQ0hdu2BnbhQi 0fZAIufZUK+dk+UKIaesgw== 0000910612-05-000146.txt : 20051021 0000910612-05-000146.hdr.sgml : 20051021 20051021163219 ACCESSION NUMBER: 0000910612-05-000146 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051017 ITEM INFORMATION: Entry into a Material Definitive Agreement FILED AS OF DATE: 20051021 DATE AS OF CHANGE: 20051021 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: 051150007 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 FORM 8-K THREE MALL PURCHASE 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): October 17, 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 CBL & Associates Properties, Inc. ("CBL") announced on October 17, 2005, that it had entered into definitive agreements to acquire three malls from Copaken, White & Blitt and affiliates. CBL will purchase Oak Park Mall in Overland Park (Kansas City), KS; Hickory Point Mall in Decatur, IL; and Eastland Mall in Bloomington, IL, for a total consideration of approximately $516.9 million, including estimated closing costs. The transaction is expected to close in November, subject to customary closing conditions. CBL will fund the acquisition through $79.3 million of cash, the assumption of approximately $386.0 million of new long-term, fixed-rate non-recourse mortgage debt and the issuance of $51.7 million of Series K Special Common Units ("K-SCUs") of CBL & Associates Limited Partnership (the "Operating Partnership"). The K-SCUs will be issued based on an agreed-upon value of $47.50 per K-SCU. The K-SCUs will pay a dividend at a rate of 6.0%, or $2.85 per K-SCU, for the first year following the close of the transaction and 6.25%, or $2.96875 per K-SCU, thereafter. CBL will issue approximately 1.09 million K-SCUs. When the quarterly distribution on CBL'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 CBL's common stock. At any time following the first anniversary of the closing date, the holders of the K-SCUs may exchange them, on a one-for-one basis, for shares of CBL's common stock or, at CBL's election, their cash equivalent. Apart from the transactions described herein, CBL and its affiliates have no other material relationships with the sellers or any of their affiliates. The press release announcing this transaction is attached as exhibit 99.1. 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 To Acquire Three-Mall Portfolio For $516.9 Million 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 Senior Vice President - Finance Date: October 21, 2005 EX-99.1 3 pressrelease.txt PRESS RELEASE Exhibit 99.1 [CBL & ASSOCIATES PROPERTIES, INC. LETTERHEAD] Investor Contact: Katie Reinsmidt Media Contact: Deborah Gibb Director of Investor Director of Corporate Relations Relations (423) 490-8301 (423) 490-8315 CBL & ASSOCIATES PROPERTIES TO ACQUIRE THREE-MALL PORTFOLIO FOR $516.9 MILLION CHATTANOOGA, Tenn. (October 17, 2005) - CBL & Associates Properties, Inc. (NYSE: CBL) today announced that it has entered into a definitive agreement to acquire three malls from a group of investors advised by Eastdil Realty Company. CBL will purchase Oak Park Mall in Overland Park (Kansas City), KS; Hickory Point Mall in Decatur, IL; and Eastland Mall in Bloomington, IL, for a total consideration of approximately $516.9 million, including estimated closing costs. The transaction is expected to close in November, subject to the Company's completion of due diligence and other customary closing conditions. The initial blended cap rate, based on income in place and after management fees and a structural reserve, is estimated at 5.7%. The Company will fund the acquisition through $79.3 million of cash, assumption of approximately $386.0 million of new long-term, fixed-rate non-recourse mortgage debt and the issuance of $51.7 million in Special Common Units (SCUs) of the Company's Operating Partnership. The Company expects to issue approximately 1.09 million SCUs at a value of $47.50 per unit. The SCUs will pay a dividend at a rate of 6.0% of the issue price for the first two years following the close of the transaction and 6.25% thereafter. "Each property offers numerous possibilities to grow income and sales and we are excited to add these three, market-dominant malls to our portfolio. The prospects for near-term and long-term income growth at the properties include increases in occupancy, enhancement of the current specialty leasing program, and redevelopment and expansion opportunities," said Charles B. Lebovitz, chairman and chief executive officer of CBL & Associates Properties, Inc. "Oak Park has a reputation as one of the premier malls in the United States and both Hickory Point and Eastland draw from very impressive trade areas with their nearest competition over 40 miles away. Our leasing and development teams are excited to begin their efforts on these three malls, and we look forward to achieving the long-term potential of these malls." Oak Park Mall is the leading shopping, dining and entertainment destination in the greater Kansas City area, and is located near Interstates 35 and 435 on West 95th Street at Quivera in Overland Park, KS. The City of Overland Park is one of Kansas City's fastest growing suburbs with the five-year growth average approaching 10.0% and average income levels 38.0% above the national average. The 1.5 million-square-foot, two-level, super-regional mall is currently 96.8% occupied and provides shoppers with approximately 470,000 square feet of mall shop retailers, including Ann Taylor, Aveda, Banana Republic, Crabtree & Evelyn, J. Crew, and many more. Originally built in 1974, the mall was expanded in 1998 and fully renovated in 2001. Average mall shop sales were $455 per square foot in 2004. The mall is anchored by Dillard's North, Dillard's South, Nordstrom, JCPenney, and The Jones Store. Oak Park Mall is a popular entertainment and dining destination for Overland Park residents, boasting a Rain Forest Cafe, Mimi's Cafe, Outback Steakhouse, Ruby Tuesday's, T.G.I. Friday's, and a freestanding AMC Theater. -MORE- CBL to Acquire Three-Mall Portfolio Page 2 October 17, 2005 Eastland Mall is located at the intersection of Business I-55 and East Empire Street in the rapidly expanding city of Bloomington, IL. Bloomington is located in central Illinois, approximately 130 miles southwest of Chicago and is home to two major universities and three hospitals. The 737,000-square-foot, single-level mall was built in 1967 and most recently renovated in 2000. The mall is anchored by Bergner's, Famous Barr, Kohl's, JCPenney, and Sears and offers more than 225,000 square feet of mall shop retailers. Eastland mall produced mall shop sales of $322 per square foot in 2004 and is currently 85.8% occupied. Hickory Point Mall is located in Forsyth (Decatur), IL, near US Route 51 and Interstate 72. Decatur serves as the medical and financial hub to a broad agricultural trade area. Originally built in 1977, the 743,000-square-foot mall was last renovated in 2000. Hickory Point's five anchors include Bergner's, JCPenney, Kohl's, Sears, and Von Maur. The mall includes more than 243,000 square feet of mall shops, which produced $201 in sales per square foot in 2004. Hickory Point is currently 68.0% occupied. CBL is the fourth largest mall REIT in North America and the largest owner of malls and shopping centers in the Southeast, ranked by GLA. CBL owns, holds interests in or manages 124 properties, including 73 regional malls/open-air centers. The properties are located in 24 states and total 68.0 million square feet including 2.0 million square feet of non-owned shopping centers managed for third parties. CBL currently has six projects under construction totaling 1.1 million square feet including an open-air shopping center located in Ft. Myers, FL, 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-----