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): July 14, 2005
CBL & ASSOCIATES PROPERTIES, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 1-12494 62-154718
(State or Other Jurisdiction of (Commission File Number) (I.R.S. Employer
Incorporation) 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 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant
On July 14, 2005, CBL & Associates Properties, Inc. (the "Company")
borrowed an additional $175.0 million under the $400 million unsecured credit
facility between the Company and a group of banks led by Wells Fargo Bank.
This advance, which brought the Company's total outstanding
indebtedness under the facility to $176.0 million, was used to finance the cash
purchase price for the acquisition of The Mall of Acadiana, which is described
in Item 8.01 below.
The facility, which matures on August 27, 2006, has three one-year
extension options at the Company's election and bears interest based on leverage
in the range of 100 to 145 basis points over LIBOR. The Company may prepay
advances under the credit facility at any time without premium or penalty, and
pays a facility fee on the unused portion of the commitment under the credit
facility and certain other fees. If at any time the total outstanding advances
exceed the total committed amount, the Company may be required to repay the
excess advances.
So long as no event of default exists, the Company has the right to
request increases in the aggregate amount of the commitment provided that the
aggregate commitment shall not exceed $500 million. The credit facility
contains, among other restrictions, certain financial covenants including the
maintenance of certain financial coverage ratios and minimum net worth
requirements. The credit facility includes usual and customary events of default
for facilities of this nature (with applicable customary grace periods) and
provides that, upon the occurrence and continuation of an event of default,
payment of all amounts outstanding under the credit facility may be accelerated
and the lenders' commitments may be terminated.
The credit facility agreement was filed as Exhibit 10.1 to our Current
Report on Form 8-K dated August 27, 2004.
Item 8.01 Other Events
On July 14, 2005, the Company acquired The Mall of Acadiana in
Lafayette, LA, from Lafayette Associates for a total cash consideration of
$175.3 million, including estimated closing costs. Based on income in-place, the
initial cap rate on this transaction was 6.1%.
The Company has also entered into an agreement to acquire 14.62 acres
located adjacent to the mall for approximately $3.2 million. The Company has
also entered into an option agreement to purchase an additional 14.32 acres for
approximately $3.2 million. The Company plans to use the land for the future
development of an associated center or lifestyle wing.
The press release issued by the Company announcing this acquisition is
attached as Exhibit 99.1 to this Current Report on Form 8-K.
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 Acquires Super-Regional
Mall In Lafayette, Louisiana
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.
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/ John N. Foy
--------------------------------------
John N. Foy
Vice Chairman,
Chief Financial Officer and Treasurer
(Authorized Officer of the Registrant,
Principal Financial Officer and
Principal Accounting Officer)
Date: July 14, 2005