Form 424B3 CBL & ASSOCIATES PROPERT

 

Filed Pursuant to Rule 424(b)(3)

Registration Statement No. 333-264769

 

Prospectus Supplement No. 11

(to Prospectus dated May 13, 2022)

 

Up to 12,380,260 Shares

CBL & ASSOCIATES PROPERTIES, INC.

Common Stock

This prospectus supplement (“Prospectus Supplement No. 11”) is being filed to update and supplement the information contained in the prospectus dated May 13, 2022 (as supplemented to date, the “Prospectus”) related to the resale or other disposition by the selling stockholders (the “Selling Stockholders”) identified in the Prospectus of up to an aggregate of 12,380,260 shares of common stock, par value $0.001 per share, of CBL & Associates Properties, Inc. (“CBL,” the “Company,” ”we,” “our” or “us”), with the information contained in Item 8.01 of our Current Report on Form 8-K dated November 29, 2022, filed with the Securities and Exchange Commission (“SEC”) on November 29, 2022 (the “November 29, 2022 Form 8-K”). Accordingly, we have attached the November 29, 2022 Form 8-K to this prospectus supplement.

This prospectus supplement updates and supplements the information in the Prospectus and is not complete without, and may not be delivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. This prospectus supplement should be read in conjunction with the Prospectus and if there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement.

Our common stock is listed on the New York Stock Exchange (the “NYSE”) under the trading symbol “CBL.” On November 28, 2022, the last sale price of our common stock, as reported on the NYSE was $29.37 per share.

We are not selling any securities under the Prospectus and will not receive any of the proceeds from the sale of shares of our common stock by the Selling Stockholders. We have agreed to bear all fees and expenses (excluding any underwriting discounts or commissions or transfer taxes, if any, of any Selling Stockholder) incident to the registration of the securities covered by the Prospectus.

Investing in us involves a high degree of risk. See “Risk Factors” beginning on page 6 of the Prospectus and in any applicable prospectus supplement for a discussion of the risks that should be considered in connection with an investment in our common stock.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of the Prospectus or this prospectus supplement. Any representation to the contrary is a criminal offense.

The date of this prospectus supplement is November 29, 2022

 

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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): November 29, 2022

 

 

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:

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. ☐

 

 

 

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Item 8.01 Other Events.

On November 29, 2022, CBL & Associates Properties, Inc. (the “Company” or “CBL”), issued a press release announcing that the Company’s board of directors had declared a special dividend of $2.20 per share of common stock, payable all in cash on January 18, 2023, to stockholders of record as of the close of business on December 12, 2022. The special dividend equates to an aggregate cash amount of approximately $70.0 million.

A copy of the press release announcing the dividend information is attached hereto as Exhibit 99.1 and is incorporated herein by reference and constitutes part of this report.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
99.1		Press Release – CBL Properties Announces Special Common Stock Dividend.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

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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:	November 29, 2022	By:	/s/ Farzana Khaleel
			Farzana Khaleel Executive Vice President - Chief Financial Officer and Treasurer

 

 

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Exhibit 99.1

	News Release

 

 

Investor Contact: Katie Reinsmidt, Executive Vice President & Chief Investment Officer, 423.490.8301, [email protected]

 

 

CBL PROPERTIES DECLARES SPECIAL COMMON STOCK DIVIDEND OF $2.20 PER COMMON SHARE, PAYABLE ALL IN CASH

CHATTANOOGA, Tenn. (November 29, 2022) – CBL Properties (NYSE: CBL) today announced that its Board of Directors has declared a special dividend of $2.20 per share of common stock, payable all in cash. The Special Dividend is payable on January 18, 2023, to stockholders of record as of the close of business on December 12, 2022. The special dividend equates to an aggregate cash amount of approximately $70.0 million.

“We are pleased to further demonstrate our commitment to creating and returning stockholder value through this special all cash dividend,” said Stephen D. Lebovitz, chief executive officer of CBL Properties. “Through regular and special dividends, CBL will have distributed $2.95 per share for 2022, representing a yield of more than 10.1% to stockholders relative to today’s closing price, demonstrating meaningful return of value.”

Lebovitz added, “Management and the Board carefully considered CBL’s strong performance to-date in 2022, stable and flexible balance sheet, significant generation of free cash flow and current cash balance, in determining to pay the special dividend in all cash.”

In order to ensure that the Company maintains its status as a real estate investment trust, the Company must distribute at least 90% of its “real estate investment trust taxable income” each year. A special dividend is being made to meet this minimum distribution requirement.

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-

 

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