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): October 24, 2005
CBL & ASSOCIATES PROPERTIES, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 1-12494 62-154718
(State or Other Jurisdiction (Commission File (I.R.S. Employer
of Incorporation) Number) 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 1.01 Entry into a Material Definitive Agreement
On October 24, 2005, affiliates of The Richard E. Jacobs Group, Inc.
("Jacobs") and affiliates of CBL & Associates Properties, Inc. (the "Company")
entered into a definitive agreement to form a 50/50 joint venture to own
Triangle Town Center and its associated and lifestyle centers, Triangle Town
Place and Triangle Town Commons, in Raleigh, NC. CBL will assume management,
leasing and any future development responsibilities of the property.
Jacobs and its affiliates hold a significant minority interest in the
Company through their 20.6% limited partner interest in the Company's operating
partnership, which Jacobs and its affiliates received in exchange for
contributing their ownership interests in certain real estate properties and
joint ventures to the operating partnership in January 2001 and March 2002 (the
"Jacobs Acquisition"). Under the terms of the operating partnership's limited
partnership agreement, Jacobs and its affiliates have the right to exchange all
or a portion of their partnership interests for shares of the Company's common
stock or, at the Company's election, their cash equivalent. The Company also
granted certain registration rights to Jacobs in connection with any shares of
the Company's common stock issued pursuant to such exchange rights.
Pursuant to the Jacobs Acquisition, Jacobs also received the right to
nominate two designees to the Company's board of directors, subject to certain
conditions, and CBL & Associates, Inc. and its affiliates (the Company's
predecessor) and certain of the Company's executive officers agreed to vote in
favor of such nominees. Martin J. Cleary and Gary L. Bryenton, two of the
Company's current independent directors, were elected pursuant to the
arrangement. Additionally, Jacobs and certain of its affiliates, together with
Martin J. Cleary, agreed to a 12-year standstill period during which they will
not seek to acquire control of the Company and will not participate in a group
which seeks to acquire such control. Such persons also agreed, until the twelfth
anniversary of the Jacobs Acquisition, to vote their shares in favor of the
election of the nominees of the Company's board of directors to serve as
directors of the Company, so long as they are running unopposed and uncontested.
The joint venture property is valued at $283.5 million. Concurrent with its
formation, the joint venture will enter into a new ten-year, fixed rate
non-recourse loan in the range of $195 million to $203 million, secured by the
collective centers. The proceeds from the loan will be used to retire an
existing construction loan totaling approximately $121.0 million with the
balance to be paid to Jacobs as a partial return of Jacobs' equity. The Company
will make no initial capital contribution to the joint venture. The joint
venture equity will be equalized between Jacobs and the Company through future
contributions by the Company and through property cash flow distributions.
Under the terms of the joint venture agreement, the Company is required to
fund any additional equity necessary for capital expenditures, including future
development or expansion of the property, and any operating deficits of the
joint venture. The Company has guaranteed funding of such items up to a maximum
of $50 million. The joint venture's profits will be allocated 50/50 to Jacobs
and the Company. The Company will receive a preferred return on its invested
capital in the joint venture and will, after payment of such preferred return
and repayment of the Company's invested capital, and repayment of the balance of
Jacobs' equity, share equally with Jacobs in the joint venture's cash flows.
The press release announcing the definitive agreement to form the joint
venture is attached as exhibit 99.1
Item 9.01 Financial Statements and Exhibits
(a) Financial Statements of Businesses Acquired
Not applicable
(b) Pro Forma Financial Information
Not applicable
(c) Exhibits
Exhibit
Number Description
99.1 Press Release - The Jacobs Group and CBL Announce Joint Venture Of Triangle
Town Center In Raleigh, NC
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
Date: October 28, 2005