UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported):
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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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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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).
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 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
On September 29, 2020, Michael L. Ashner provided notice of his resignation as a member of the Board of Directors (the “Board”) of CBL & Associates Properties, Inc. (the “Company”), effective as of September 29, 2020. Mr. Ashner served as the chairman of the Board’s capital allocation committee and as a member of the Board’s executive committee. Mr. Ashner’s resignation was not in connection with any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.
The Standstill Agreement entered into on November 1, 2019, between the Company and Exeter Capital Investors, L.P., Exeter Capital GP LLC, Exeter Capital GP LLC, WEM Exeter LLC, and Michael L. Ashner, remains in effect through the Standstill Period (as defined in the Standstill Agreement).
A press release dated September 29, 2020, announcing Mr. Ashner’s resignation is attached hereto as Exhibit 99.1.
ITEM 9.01 Financial Statements and Exhibits
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(d) |
Exhibits |
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Exhibit Number |
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Description |
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104 |
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Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101.*). (Filed herewith) |
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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/s/ Farzana Khaleel |
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Farzana Khaleel |
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Executive Vice President - |
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Chief Financial Officer and Treasurer |
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CBL & ASSOCIATES LIMITED PARTNERSHIP |
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By: CBL HOLDINGS I, INC., its general partner |
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/s/ Farzana Khaleel |
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Farzana Khaleel |
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Executive Vice President - |
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Chief Financial Officer and Treasurer |
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Date: September 29, 2020 |
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Exhibit 99.1
News Release
Investor Contact: Katie Reinsmidt, Executive Vice President & Chief Investment Officer, 423.490.8301, Katie.Reinsmidt@cblproperties.com
Media Contact: Stacey Keating, Senior Director – Public Relations & Corporate Communications, 423.490.8361, Stacey.Keating@cblproperties.com
CBL PROPERTIEs Announces resignation of director michael ashner
CHATTANOOGA, Tenn. (September 29, 2020) – CBL Properties (NYSE:CBL) today announced that Michael L. Ashner has resigned from CBL’s Board of Directors effective September 29, 2020, for personal reasons.
“On behalf of Management and the Board, we would like to thank Michael for his many contributions and commitment to the Company during his time on the Board,” said Stephen Lebovitz, chief executive officer. “We wish him the best in his future pursuits.”
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 portfolio is comprised of 108 properties totaling 68.2 million square feet across 26 states, including 68 high‑quality enclosed, outlet and open-air retail centers and 9 properties managed for third parties. 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.
-END-
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