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CBL & ASSOCIATES PROPERTIES INC : Unregistered Sale of Equity Securities (form 8-K)

07/31/2020 | 06:31am

ITEM 3.02 Unregistered Sales of Equity Securities.

Effective July 24, 2020, CBL & Associates Properties, Inc. (herein the "Company"
or "CBL"), acting through its wholly owned subsidiary that serves as the general
partner of CBL & Associates Limited Partnership, the Company's operating
partnership (the "Operating Partnership"), approved the issuance, pursuant to
the terms of the Fourth Amended and Restated Agreement of Limited Partnership
(the "Partnership Agreement") of the Operating Partnership of an aggregate of
1,783,403 shares of the Company's common stock, par value $.01 per share (the
"Common Stock") in response to exchange notices previously received from the
following limited partners who may be considered affiliates of the Company
(other than Ben S. Landress, who became an emeritus officer of the Company
effective May 8, 2020), covering a like number of common units of limited
partnership in the Operating Partnership:

Limited Partner Exercising Number of Common
Common Unit Exchange Rights Units Exchanged /
Shares Issued
Ben S. Landress 120,480
Charles B. Lebovitz 756,350
Alan L. Lebovitz 155,847

Alan L. Lebovitz and Allison G. Lebovitz Irrevocable Trust 52,980
U/A dated 3/24/2003, Michael I. Lebovitz, Trustee
College Station Associates

CBL/Employees Partnership/Conway 58,203
Foothills Plaza Partnership 92,793
Girvin Road Partnership 7,254
Warehouse Partnership 50,425
TOTAL 1,783,403

These exchanges are expected to close July 31, 2020.

In addition, effective July 23, 2020, pursuant to an exchange notice previously
received from non-affiliate John N. Foy, the Company issued, pursuant to the
terms of the Partnership Agreement, 338,331 shares of the Company's Common Stock
in exchange for a like number of common units of limited partnership in the
Operating Partnership. The pending July 31 closing on the exchanges listed in
the table above, in combination with the previous closing on shares issued to
Mr. Foy, will result in an aggregate of 2,121,784 shares of Common Stock having
been issued in such exchange transactions since the filing of the Company's
Quarterly Report on Form 10-Q for the quarter ended March 31, 2020.

The Company's election to issue shares of Common Stock pursuant to these
exchange transactions was made in accordance with the Company's right to deliver
either shares of Common Stock, or their cash equivalent (as determined pursuant
to the Partnership Agreement), to complete such exchanges. We believe these
share issuances are exempt from the registration requirements of the Securities
Act of 1933, as amended, pursuant to Section 4(a)(2) thereof, because they did
not involve a public offering or sale. No underwriters, brokers or finders were
involved in any of these transactions.

The issuance of these shares of Common Stock does not impact the fully diluted
ownership of the Company by the exchanging holders listed in the table above, as
disclosed in the beneficial ownership tables in the Company's annual meeting
proxy statements, because ownership of Operating Partnership units potentially
convertible into shares of the Company's Common Stock is already reflected in
such calculations of fully diluted ownership.

The Company has been advised that certain Company executives who were involved
in these transactions, either directly or through their ownership of a portion
of the equity in CBL's Predecessor, may elect in the future to sell shares of
Common Stock that they held prior to the completion of these exchange
transactions for tax planning purposes, and some of those sales may occur
pursuant to one or more trading plans entered into pursuant to Securities and
Exchange Commission Rule 10b5-1 promulgated under the Securities Exchange Act of
1934, as amended.


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