CBL & ASSOCIATES PRO

CBL
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CBL & ASSOCIATES PROPERTIES INC : Entry into a Material Definitive Agreement, Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K)

07/30/2020 | 06:13am

ITEM 1.01 Entry into a Material Definitive Agreement



As previously reported, on June 30, 2020, CBL & Associates Limited Partnership
(the "Operating Partnership"), the majority owned subsidiary of CBL & Associates
Properties, Inc.
(the "REIT") (collectively, the Operating Partnership and the
REIT are referred to as the "Company"), and certain subsidiary guarantors (the
"Subsidiary Guarantors") entered into a Forbearance Agreement with Wells Fargo
Bank, National Association
, as administrative agent (the "Agent") for the
lenders (the "Lenders") party to the Credit Agreement, dated as of January 30,
2019
(as the same may be amended, restated, supplemented, replaced or otherwise
modified from time to time, the "Credit Agreement"), as amended by the First
Amendment to the Bank Forbearance Agreement, dated July 15, 2020 and the Second
Amendment to the Bank Forbearance Agreement, dated July 22, 2020 (the "Bank
Forbearance Agreement"), pursuant to which among other provisions, the Agent, on
behalf of itself and the Lenders, agreed to forbear from exercising any rights
and remedies under the Credit Agreement solely with respect to the Specified
Defaults (as defined in the Bank Forbearance Agreement), including the
cross-default resulting from the failure to pay the 2023 Notes Interest Payment
or the 2026 Notes Interest Payment (as defined herein).



On July 29, 2020, the Operating Partnership, Subsidiary Guarantors and the REIT
entered into an amendment (the "Third Amendment to the Bank Forbearance
Agreement") to the Bank Forbearance Agreement to further extend the forbearance
period to 11:59 PM EST on August 5, 2020.



The foregoing description of the Third Amendment to the Bank Forbearance
Agreement does not purport to be complete and is qualified in its entirety by
reference to the full text of the agreement, a copy of which is filed as Exhibit
10.1 and incorporated herein by reference.



ITEM 7.01 Regulation FD Disclosure



As previously reported, on June 30, 2020, the Operating Partnership, Subsidiary
Guarantors and the REIT entered into a Forbearance Agreement with certain
beneficial owners and/or investment advisors or managers of discretionary funds,
accounts or other entities for the holders of beneficial owners (the "2023
Holders") of in excess of 50% of the aggregate principal amount of the Operating
Partnership's
5.25% senior unsecured notes due 2023 (the "2023 Notes"), as
amended by the First Amendment to the 2023 Notes Forbearance Agreement, dated
July 15, 2020 and the Second Amendment to the 2023 Notes Forbearance Agreement,
dated July 22, 2020 (the "2023 Notes Forbearance Agreement"), pursuant to which
among other provisions, the 2023 Holders agreed to forbear from exercising any
rights and remedies under the indenture governing the 2023 Notes solely with
respect to any default resulting from the nonpayment of the $11.8 million
interest payment that was due and payable on June 1, 2020 (the "2023 Notes
Interest Payment"), including the failure to make such payment by the end of the
30-day grace period.



As previously reported, on July 15, 2020, the Operating Partnership, the
Subsidiary Guarantors and the REIT, as a limited guarantor entered into a
Forbearance Agreement (the "2026 Notes Forbearance Agreement") with certain
beneficial owners and/or investment advisors or managers of discretionary funds,
accounts or other entities for the holders or beneficial owners (the "2026
Holders") of in excess of 50% of the aggregate principal amount of the Operating
Partnership's
5.95% senior unsecured notes due 2026 (the "2026 Notes"), as
amended by the First Amendment to the 2026 Notes Forbearance Agreement, dated
July 22, 2020, pursuant to which, among other provisions, the 2026 Holders
agreed to forbear from exercising any rights and remedies under the indenture
governing the 2026 Notes solely with respect to the default resulting from the
nonpayment of the $18.6 million interest payment that was due and payable on
June 15, 2020 (the "2026 Notes Interest Payment"), including the failure to pay
the 2026 Notes Interest Payment by the end of the 30-day grace period.



As previously reported, on July 22, 2020, the respective parties to the 2023
Notes Forbearance Agreement, the 2026 Notes Forbearance Agreement and the Bank
Forbearance Agreement, entered into amendments to further extend the forbearance
period to July 27, 2020 with respect to the 2023 Notes and the 2026 Notes, and
July 29, 2020 with respect to the Credit Agreement and, each agreed to provide
for further automatic extension of the forbearance period under such agreement
by written notice from the 2023 Holders, the 2026 Holders and the required
Lenders, respectively, setting forth the modified date and time of the
expiration of the forbearance period.



As previously reported, on July 27, 2020, the Operating Partnership received
notice from each of the 2023 Holders and the 2026 Holders respectively extending
the forbearance period under each of the 2023 Notes Forbearance Agreement and
the 2026 Notes Forbearance Agreement to 11:59 PM EST on July 29, 2020.



On July 29, 2020, the Operating Partnership received notice from each of the
2023 Holders and 2026 Holders respectively extending the forbearance period
under each of the 2023 Notes Forbearance Agreement and 2026 Notes Forbearance
Agreement to 11:59 PM EST on August 3, 2020.



As previously reported, the Company elected to not make the 2023 Notes Interest
Payment and the 2026 Notes Interest Payment and, as provided for in the
indenture governing the 2023 Notes and the 2026 Notes, to enter the respective
30-day grace periods to make such payments. The Operating Partnership did not
make either of the 2023 Notes Interest Payment or the 2026 Notes Interest
Payment on the last day of the respective 30-day grace periods. The Operating
Partnership's
failure to make the 2023 Notes Interest Payment and the 2026 Notes
Interest Payment is considered an "event



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of default" with respect to each of the 2023 Notes and the 2026 Notes, which
results in a cross default under the Credit Agreement. While the events of
default are continuing under the indenture, the Trustee or the holders of at
least 25% in principal amount of the 2023 Notes may declare the 2023 Notes to be
due and payable immediately and the Trustee or the holders of at least 25% in
principal amount of the 2026 Notes may declare the 2026 Notes to be due and
payable immediately. While the events of default are continuing under the Credit
Agreement, the Agent may and shall upon the direction of the requisite lenders,
declare the loans thereunder to be immediately due and payable. Further, if any
of the 2023 Notes, the 2026 Notes or the Credit Agreement were accelerated, it
would trigger an "event of default" under the Operating Partnership's 4.60%
senior unsecured notes due 2024, which could lead to the acceleration of all
amounts due under those notes.



The Company is continuing to engage in negotiations and discussions with the
holders and lenders of the Company's indebtedness. There can be no assurance,
however, that the Company will be able to negotiate acceptable terms or to reach
any agreement with respect to its indebtedness.



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.



ITEM 9.01 Financial Statements and Exhibits








(d) Exhibits






Exhibit
Number Description
Third Amendment to Forbearance Agreement, dated as of July 29, 2020,
by and among CBL & Associates Limited Partnership, each of the
10.1 subsidiary guarantors and pledgors party thereto, CBL & Associates
Properties, Inc.
and Wells Fargo Bank, National Association, as
administrative agent
Cover Page Interactive Data File (formatted as Inline XBRL with
104 applicable taxonomy extension information contained in Exhibits 101.*).
(Filed herewith)



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