Filed Pursuant to Rule 424(b)(3)
Registration Statement No. 333-264769
Prospectus Supplement No. 9
(to Prospectus dated May 13, 2022)
Up to 12,380,260 Shares
CBL & ASSOCIATES PROPERTIES, INC.
Common Stock
This prospectus supplement (“Prospectus Supplement No. 9”) is being filed to update and supplement the information contained in the prospectus dated May 13, 2022 (as supplemented to date, the “Prospectus”) related to the resale or other disposition by the selling stockholders (the “Selling Stockholders”) identified in the Prospectus of up to an aggregate of 12,380,260 shares of common stock, par value $0.001 per share, of CBL & Associates Properties, Inc. (“CBL,” the “Company,” ”we,” “our” or “us”), with the information contained in Item 8.01 of our Current Report on Form 8-K dated November 10, 2022, filed with the Securities and Exchange Commission (“SEC”) on November 14, 2022 (the “November 10, 2022 Form 8-K”). Accordingly, we have attached the November 10, 2022 Form 8-K to this prospectus supplement.
This prospectus supplement updates and supplements the information in the Prospectus and is not complete without, and may not be delivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. This prospectus supplement should be read in conjunction with the Prospectus and if there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement.
Our common stock is listed on the New York Stock Exchange (the “NYSE”) under the trading symbol “CBL.” On November 11, 2022, the last sale price of our common stock, as reported on the NYSE was $29.12 per share.
We are not selling any securities under the Prospectus and will not receive any of the proceeds from the sale of shares of our common stock by the Selling Stockholders. We have agreed to bear all fees and expenses (excluding any underwriting discounts or commissions or transfer taxes, if any, of any Selling Stockholder) incident to the registration of the securities covered by the Prospectus.
Investing in us involves a high degree of risk. See “Risk Factors” beginning on page 6 of the Prospectus and in any applicable prospectus supplement for a discussion of the risks that should be considered in connection with an investment in our common stock.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of the Prospectus or this prospectus supplement. Any representation to the contrary is a criminal offense.
The date of this prospectus supplement is November 14, 2022
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
Date of Report (Date of earliest event reported): November 10, 2022 |
CBL & ASSOCIATES PROPERTIES, INC.
(Exact name of Registrant as Specified in Its Charter)
Delaware |
1-12494 |
62-1545718 |
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(State or Other Jurisdiction |
(Commission File Number) |
(IRS Employer |
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2030 Hamilton Place Blvd., Suite 500 |
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Chattanooga, Tennessee |
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37421-6000 |
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(Address of Principal Executive Offices) |
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(Zip Code) |
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Registrant’s Telephone Number, Including Area Code: 423 855-0001 |
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(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:
Securities registered pursuant to Section 12(b) of the Act:
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Trading |
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Common Stock, $0.001 par value, with associated Stock Purchase Rights |
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CBL |
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New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01 Other Events.
On November 10, 2022, CBL & Associates Properties, Inc. (the “Company” or “CBL”), issued a press release announcing that the Company’s board of directors had declared a dividend of $0.25 per common share for the quarter ending December 31, 2022, payable in cash on December 30, 2022 to shareholders of record as of December 1, 2022. The Company also announced its current outlook for a special one-time dividend payment for 2022, based on the anticipated payment of the minimum distribution (at least 90% of taxable income) required to maintain CBL’s status as a real estate investment trust (REIT).
A copy of the press release announcing the dividend information is attached hereto as Exhibit 99.1 and is incorporated herein by reference and constitutes part of this report.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number |
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Description |
99.1 |
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Press Release – CBL Properties Announces Quarterly Common Stock Dividend. |
104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
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CBL & Associates Properties, Inc. |
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Date: |
November 14, 2022 |
By: |
/s/ Farzana Khaleel |
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Farzana Khaleel |
Exhibit 99.1
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News Release
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Investor Contact: Katie Reinsmidt, Executive Vice President & Chief Investment Officer, 423.490.8301, Katie.Reinsmidt@cblproperties.com
CBL PROPERTIES DECLARES FOURTH QUARTER COMMON STOCK DIVIDEND
CHATTANOOGA, Tenn. (November 10, 2022) – CBL Properties (NYSE:CBL) today announced that its Board of Directors has declared a dividend of $0.25 per common share, payable in all cash, for the quarter ending December 31, 2022. The dividend, which equates to an annual dividend payment of $1.00 per common share, is payable on December 30, 2022, to shareholders of record as of December 1, 2022.
Special Dividends - Update
Based on updated projections of taxable income for the twelve months ending December 31, 2022, CBL expects to distribute a special one-time dividend in the range of $65 to $85 million to meet minimum distribution requirements. The exact amount of the special dividend will be determined by CBL’s Board of Directors before year-end and will be subject to the Board’s ongoing review of the Company’s financial performance over the remainder of the year in relation to current projections. Subject to IRS guidelines, the special dividend may be distributed in all cash or in a combination of cash and common stock, as determined at the time by CBL’s Board of Directors.
About CBL Properties
Headquartered in Chattanooga, TN, CBL Properties owns and manages a national portfolio of market-dominant properties located in dynamic and growing communities. CBL’s owned and managed portfolio is comprised of 94 properties totaling 58.5 million square feet across 22 states, including 56 high-quality enclosed malls, outlet centers and lifestyle retail centers as well as more than 30 open-air centers and other assets. CBL seeks to continuously strengthen its company and portfolio through active management, aggressive leasing and profitable reinvestment in its properties. For more information visit 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” included therein, for a discussion of such risks and uncertainties.
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