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

Date of report (Date of earliest event reported):  June 30, 2022

CBL & ASSOCIATES PROPERTIES, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	1-12494	62-1545718
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

2030 Hamilton Place Blvd., Suite 500, Chattanooga, TN 37421-6000

(Address of principal executive office, including zip code)

423-855-0001

(Registrant's telephone number, including area code)

N/A

(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 (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))

Securities registered under Section 12(b) of the Act:

Title of each Class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 par value	CBL	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 June 30, 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 June 30, 2022, payable in cash on July 20, 2022 to shareholders of record as of July 11, 2022.  The Company also announced its current outlook for dividend payments for the remainder of 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	Description
99.1	Press Release – CBL Properties Establishes Regular Quarterly Common Stock Dividend.
104	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.

	CBL & ASSOCIATES PROPERTIES, INC.
Date: June 30, 2022	/s/ Farzana Khaleel
	Farzana Khaleel
	Executive Vice President -
	Chief Financial Officer and Treasurer

EX-99.1

Exhibit 99.1

News Release  

Investor Contact: Katie Reinsmidt, Executive Vice President & Chief Investment Officer, 423.490.8301, Katie.Reinsmidt@cblproperties.com

CBL PROPERTIES ESTABLISHES REGULAR QUARTERLY COMMON STOCK DIVIDEND

CHATTANOOGA, Tenn. (June 30, 2022) – CBL Properties (NYSE:CBL) today announced that its Board of Directors has established a regular quarterly cash dividend.  The Board of Directors declared a dividend of $0.25 per common share, payable in all cash, for the quarter ending June 30, 2022.  The dividend, which equates to an annual dividend payment of $1.00 per common share, is payable on July 20, 2022, to shareholders of record as of July 11, 2022.

“It is an important milestone for CBL to reestablish a regular quarterly cash dividend,” said Stephen Lebovitz, chief executive officer.  “Our strong operating performance and recent attractive financing activity have further enhanced our substantial cash flow generation and contributed to a cash position of over $335 million as of March 31.  We are pleased to share this success through this cash distribution, which is the first step in a broader plan to create and return value to our shareholders.”

Future Regular and Special Dividends

CBL anticipates paying out the minimum distribution (at least 90% of taxable income) required to maintain its status as a Real Estate Investment Trust (REIT).  CBL currently expects to pay regular quarterly dividends for the third and fourth quarters of 2022 in addition to the second quarter dividend declared today.

In addition, based on current projections of taxable income for the twelve months ended December 31, 2022, CBL currently expects to distribute a special one-time dividend in the range of $75 to $125 million to meet minimum distribution requirements.  The exact amount of the special dividend will be determined by CBL’s Board of Directors in the fourth quarter 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 95 properties totaling 59.6 million square feet across 24 states, including 57 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.

-END-

XML

Cover Page	Jun. 30, 2022
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jun. 30, 2022
Entity Registrant Name	CBL & ASSOCIATES PROPERTIES, INC.
Entity Central Index Key	0000910612
Entity Emerging Growth Company	false
Entity File Number	1-12494
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	62-1545718
Entity Address, Address Line One	2030 Hamilton Place Blvd., Suite 500
Entity Address, City or Town	Chattanooga
Entity Address, State or Province	TN
Entity Address, Postal Zip Code	37421-6000
City Area Code	423
Local Phone Number	855-0001
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.001 par value
Trading Symbol	CBL
Security Exchange Name	NYSE