ITEM 7.01 Regulation FD Disclosure
In January 2020, CBL & Associates Properties. Inc. and its majority owned
subsidiary CBL & Associates Limited Partnership (the "Operating Partnership",
and together with CBL & Associates Properties, Inc., the "Company") engaged
Weil, Gotshal & Manges LLP and Moelis & Company LLC (the "Advisors") to assist
the Company in exploring several alternatives to reduce overall leverage and
interest expense and to extend the maturity of its debt, among other things. The
Company's Advisors recently commenced discussions with advisors to certain
holders of its senior unsecured notes and the credit committee of the Company's
senior secured credit facility.
As these discussions continue, the Company announced today that it has elected
to not make the $11.8 million interest payment (the "Interest Payment") due and
payable on June 1, 2020, with respect to the Operating Partnership's 5.25%
senior unsecured notes due 2023 (the "2023 Notes"). Under the indenture
governing the 2023 Notes, the Operating Partnership has a 30-day grace period to
make the Interest Payment before the nonpayment is considered an "event of
default" with respect to the 2023 Notes. Any event of default under the 2023
Notes for nonpayment of the Interest Payment would also be considered an event
of default under the Operating Partnership's senior secured credit facility,
which could lead to an acceleration of amounts due under the facility. Further,
if the trustee for the 2023 Notes should exercise its right to accelerate the
maturity of the full balance owed on the 2023 Notes as a result of such an
"event of default," that would also constitute an "event of default" under the
Operating Partnership's 4.60% senior unsecured notes due 2024 and the Operating
Partnership's 5.95% senior notes due 2026, which could lead to the acceleration
of all amounts due under those notes. The Company has elected to enter the
30-day grace period with respect to the Interest Payment in order to advance
discussions with its lenders and explore alternative strategies.
The information disclosed in this Item 7.01 is being furnished and shall not be
deemed "filed" for purposes of Section 18 of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities
of that Section, nor shall it be deemed incorporated by reference in any filing
under the Securities Act of 1933, as amended, or the Exchange Act, regardless of
any general incorporation language in such a filing.
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