CBL & Associates Properties 8-K 2010
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): February 24, 2010
CBL & ASSOCIATES PROPERTIES, INC.
(Exact Name of Registrant as Specified in its Charter)
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):
On February 24, 2010, CBL & Associates Properties, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with the underwriters named therein (the “Underwriters”), for whom Banc of America Securities LLC and Wells Fargo Securities, LLC acted as representatives, pursuant to which the Company agreed to sell to the Underwriters 6,300,000 depositary shares, each representing 1/10th of a share of its 7.375% Series D Cumulative Redeemable Preferred Stock, liquidation preference $25.00 per depositary share. Additionally, the Company granted to the Underwriters a 30-day option to purchase up to an additional 945,000 depositary shares. The depositary shares will be offered and sold pursuant to a prospectus supplement, dated February 24, 2010 and related prospectus, dated August 7, 2009, filed with the Securities and Exchange Commission, relating to the Company’s shelf registration statement on Form S-3 (File No. 333-161182). A copy of the Underwriting Agreement is attached hereto as Exhibit 1.1.
The depositary shares were priced at $20.30 per share including accrued dividends, equating to a yield of 9.08%. The Company intends to use the estimated net offering proceeds of $123.3 million to reduce outstanding borrowings under its credit facilities and for general corporate purposes. The offering is expected to close on March 1, 2010, subject to customary closing conditions. The Company’s press release announcing the pricing of the depositary shares is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
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.
Date: February 25, 2010