0000910612false00009106122023-01-252023-01-25
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|
Date of Report (Date of earliest event reported): January 25, 2023 |
CBL & ASSOCIATES PROPERTIES, INC.
(Exact name of Registrant as Specified in Its Charter)
|
|
|
|
|
Delaware |
1-12494 |
62-1545718 |
(State or Other Jurisdiction
of Incorporation) |
(Commission File Number) |
(IRS Employer
Identification No.) |
|
|
|
|
|
2030 Hamilton Place Blvd., Suite 500 |
|
Chattanooga, Tennessee |
|
37421-6000 |
(Address of Principal Executive Offices) |
|
(Zip Code) |
|
Registrant’s Telephone Number, Including Area Code: 423 855-0001 |
(Former Name or Former Address, 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:
☐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))
Securities registered pursuant to Section 12(b) of the Act:
|
|
|
|
|
Title of each class
|
|
Trading
Symbol(s) |
|
Name of each exchange on which registered
|
Common Stock, $0.001 par value, with associated Stock Purchase Rights |
|
CBL |
|
New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 25, 2023, Jonathan M. Heller provided notice of his resignation as a member of the Board of Directors (the “Board”) of CBL & Associates Properties, Inc. (the “Company”), effective immediately. Mr. Heller’s resignation is in connection with a recent change in his principal business association and not in connection with any disagreement with the Company or any matter related to the Company’s operations, policies or practices. Mr. Heller served as Chairman of the Board and as a member of the Board’s Compensation Committee and Nominating/Corporate Governance Committee. Following Mr. Heller’s resignation, the Board of Directors appointed the Company’s current Lead Independent Director, David J. Contis, as Chairman of the Board and eliminated the separate position of Lead Independent Director at the present time in connection with Mr. Contis’ appointment as non-executive Chairman.
Upon acceptance of Mr. Heller’s resignation, the Board determined that 5,655 of the shares of restricted Company common stock that Mr. Heller holds as of the effective date of his resignation will be fully vested and the remaining 3,393 shares will not vest and will be forfeited by Mr. Heller. Mr. Heller also received full cash compensation for his service as a member of the Board for the first quarter of 2023.
In connection with such resignation, pursuant to the Company’s Second Amended and Restated Certificate of Corporation and Fourth Amended and Restated Bylaws, the Board of Directors also took action to decrease the number of directors by one, such that the number of directors constituting the Whole Board (as defined in such documents) was reduced from nine to eight.
Item 7.01 Regulation FD Disclosure.
On January 25, 2023, the Company issued a press release announcing Mr. Heller’s resignation as a member of the Board and the appointment of Mr. Contis as Chairman, a copy of which is furnished as Exhibit 99.1 to this report.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
SIGNATURES
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. |
|
|
|
|
Date: |
January 25, 2023 |
By: |
/s/ Jeffery V. Curry |
|
|
|
Jeffery V. Curry
Chief Legal Officer and Secretary |
Exhibit 99.1
|
|
|
News Release |
Investor Contact: Katie Reinsmidt, Executive Vice President & Chief Investment Officer, 423.490.8301, Katie.Reinsmidt@cblproperties.com
CBL PROPERTIES ANNOUNCES THE RESIGNATION OF JONATHAN HELLER FROM ITS BOARD OF DIRECTORS
Lead Director David Contis to Serve as Chairman
CHATTANOOGA, Tenn. (January 25, 2023) – CBL Properties (NYSE:CBL) today announced that Jonathan Heller is resigning as Chairman of the Board, effective January 25, 2023. Mr. Heller notified the Company that he is stepping down as Chairman to focus his time and energy on building his new investment firm, Helix Partners. Mr. Heller joined CBL’s board in October 2021 and became its Chairman in November 2021, in conjunction with CBL’s successful restructuring.
“We are immensely grateful to Jonathan for his leadership and service to the company,” said Stephen D. Lebovitz, director and CEO of CBL. “As a leading voice for CBL’s creditors during our restructuring process, Jonathan exhibited an unwavering commitment to working with CBL to create a sustainable financial structure for the company’s future. As Chairman, Jonathan continued these efforts and provided important guidance to Management and the Board. CBL now enjoys a strong financial position, including a low leverage balance sheet which primarily consists of non-recourse mortgage debt, as well as a robust cash position and healthy free cash flow generation. We appreciate Jonathan’s dedication to furthering CBL’s success and wish him well as he takes on his next opportunity.”
CBL’s current Lead Independent Director, David Contis, has been appointed as Chairman of the Board in light of Mr. Heller’s departure. Mr. Contis has extensive real estate and capital markets experience having served as President of the Mall Platform for Simon Property Group, President of real estate for Sam Zell’s Equity Group Investments and EVP and Chief Operating officer of The Macerich Company. Mr. Contis is the founder and president of Agora Advisors, Inc., which provides consulting services to real estate and retail companies in North and South America.
Commenting on Mr. Contis’ appointment as Chairman of the Board, Lebovitz said, “Since joining the Board in late 2021, David’s considerable experience and counsel have served as a valuable resource to Management and the Board. He is perfectly suited to step into the role of Chairman and I, along with the other directors, look forward to working with him in this capacity.”
About CBL Properties
Headquartered in Chattanooga, TN, CBL Properties owns and manages a national portfolio of market-dominant properties located in dynamic and growing communities. CBL’s owned and managed portfolio is comprised of 94 properties totaling 58.5 million square feet across 22 states, including 56 high-quality enclosed malls, outlet centers and lifestyle retail centers as well as more than 30 open-air centers and other assets. CBL seeks to continuously strengthen its company and portfolio through active management, aggressive leasing and profitable reinvestment in its properties. For more information visit cblproperties.com.
Information included herein contains “forward-looking statements” within the meaning of the federal securities laws. Such statements are inherently subject to risks and uncertainties, many of which cannot be predicted with accuracy and some of which might not even be anticipated. Future events and actual events, financial and otherwise, may differ materially from the events and results discussed in the forward-looking statements. The reader is directed to the Company’s various filings with the Securities and Exchange Commission, including without limitation the Company’s Annual Report on Form 10-K and the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included therein, for a discussion of such risks and uncertainties.
-END-