SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): February 14, 2006
CBL & ASSOCIATES PROPERTIES, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 1-12494 62-154718
(State or Other Jurisdiction of (Commission File Number) (I.R.S. Employer
Incorporation) Identification No.)
Suite 500, 2030 Hamilton Place Blvd, Chattanooga, TN 37421
(Address of principal executive office, including zip code)
(423) 855-0001
(Registrant's telephone number, including area code)
N/A
(Former name, former address and former fiscal year,
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 (see General Instruction A.2. below):
[ ] 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))
Item 1.01 Entry into a Material Definitive Agreement
The information set forth under Item 2.03, "Creation of a Direct Financial
Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a
Registrant" is incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under
an Off-Balance Sheet Arrangement of a Registrant
On February 14, 2006, CBL & Associates Properties, Inc. (the "Company")
amended its secured credit facility with Wells Fargo Bank to increase the
maximum availability from $373.0 million to $476.0 million, extend the maturity
date from February 28, 2006 to February 28, 2009 plus a one-year extension
option, increase the minimum tangible net worth requirement from $1.0 billion to
$1.37 billion and increase the limit on the maximum availability that the
Company may request from $500.0 million to $650.0 million.
The amendment also provided for two additional banks to be added as
participants to the secured credit facility. The banks participating in the
secured credit facility now include Wells Fargo Bank, Wachovia Bank, U.S. Bank,
Commerzbank AG, PNC Bank, SunTrust Bank, KeyBank, LaSalle Bank, Allied Irish
Banks, Societe Generale, Union Bank of California and Westdeutsch Immobilien
Bank. The Company has customary corporate and commercial banking relationships
with several of the lenders and agents.
So long as no event of default exists, the Company has the right to request
increases in the aggregate amount of the commitment provided that the aggregate
commitment shall not exceed $650.0 million. The credit facility contains, among
other restrictions, certain financial covenants including the maintenance of
certain financial coverage ratios, minimum net worth requirements, and
limitations on cash flow distributions. The credit facility includes usual and
customary events of default for facilities of this nature (with applicable
customary grace periods) and provides that, upon the occurrence and continuation
of an event of default, payment of all amounts outstanding under the credit
facility may be accelerated and the lenders' commitments may be terminated.
Item 9.01 Financial Statements and Exhibits
(a) Financial Statements of Businesses Acquired
Not applicable
(b) Pro Forma Financial Information
Not applicable
(c) Exhibits
The applicable agreements will be filed as exhibits to the Company's
periodic reports not later than the due date for the Form 10-Q for the
quarter ending March 31, 2006.
SIGNATURE
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.
/s/ John N. Foy
--------------------------------------
John N. Foy
Vice Chairman,
Chief Financial Officer and Treasurer
Date: February 21, 2006