ITEM 1.01 Entry into a Material Definitive Agreement
On July 22, 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 the following agreements.
Amendment to Forbearance Agreement with Respect to the 2023 Notes
As previously reported, on June 30, 2020, the Operating Partnership, the
Subsidiary Guarantors and the REIT, as a limited guarantor, entered into a
Forbearance Agreement (the "2023 Notes 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"). Pursuant
to the 2023 Notes Forbearance Agreement, 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 the 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 pay the 2023 Notes Interest Payment by the end of the 30-day grace
period. Pursuant to the 2023 Notes Forbearance Agreement, the forbearance period
under the 2023 Notes Forbearance Agreement ended on the earlier of July 15, 2020
and the occurrence of any of the specified early termination events described
therein.
As previously reported, on July 15, 2020, the parties to the 2023 Notes
Forbearance Agreement entered into an Amendment to the 2023 Notes Forbearance
Agreement to extend the forbearance period to the earlier of July 22, 2020 and
the occurrence of any of the specified early termination events described
therein.
On July 22, 2020, the parties to the 2023 Notes Forbearance Agreement entered
into the Second Amendment to the 2023 Notes Forbearance Agreement (the "Second
Amendment") to further extend the forbearance period to the earlier of July 27,
2020 (the "Original Termination Date") and the occurrence of any of the
specified early termination events described therein. The Second Amendment also
provides for automatic extension of the 2023 Notes Forbearance Agreement by
written notice to the Company representing that the 2023 Holders of at least
50.1% of the aggregate principal amount of the 2023 Notes have agreed to extend
the forbearance period to the later date and time set forth in such notice.
Amendment to Forbearance Agreement with Respect to the 2026 Notes
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"). Pursuant
to the 2026 Notes Forbearance Agreement, 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. The forbearance period under the 2026 Notes Forbearance Agreement ended
on the earlier of July 22, 2020 and the occurrence of any of the specified early
termination events described therein.
On July 22, 2020, the parties to the 2026 Notes Forbearance Agreement entered
into an Amendment to the 2026 Notes Forbearance Agreement (the "Amendment") to
extend the forbearance period to the earlier of the Original Termination Date
and the occurrence of any of the specified early termination events described
therein. The Amendment also provides for automatic extension of the 2026 Notes
Forbearance Agreement by written notice to the Company representing that the
2026 Holders of at least 50.1% of the aggregate principal amount of the 2026
Notes have agreed to extend the forbearance period to the later date and time
set forth in such notice.
Amendment to Forbearance Agreement with Respect to the Credit Agreement
As previously reported, on June 30, 2020, the Operating Partnership, the
Subsidiary Guarantors and the REIT, as a limited guarantor, entered into a
Forbearance Agreement (the "Bank 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"). Pursuant to the Bank Forbearance
Agreement, 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. The forbearance period under the Bank Forbearance Agreement ended on
the earlier of July 15, 2020 and the occurrence of any of the specified early
termination events described therein.
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As previously reported, on July 15, 2020, the parties to the Bank Forbearance
Agreement entered into an Amendment to the Bank Forbearance Agreement to extend
the forbearance period to the earlier of July 22, 2020 and the occurrence of any
of the specified early termination events described therein.
On July 22, 2020, the parties to the Bank Forbearance Agreement entered into the
Second Amendment to the Bank Forbearance Agreement (the "Second Bank Amendment")
to further extend the forbearance period to the earlier of July 29, 2020 and the
occurrence of any of the specified early termination events described therein.
The Second Bank Amendment also provides for automatic extension of the Bank
Forbearance Agreement by written notice representing that the required
percentage of Lenders under the Second Bank Amendment have agreed to extend the
forbearance period to the later date and time set forth in such notice.
The foregoing description of the Second Amendment to the 2023 Notes Forbearance
Agreement, the Amendment to the 2026 Notes Forbearance Agreement and the Second
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 agreements,
copies of which are filed as Exhibits 10.1, 10.2 and 10.3 and incorporated
herein by reference.
ITEM 7.01 Regulation FD Disclosure
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 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
Second Amendment to Forbearance Agreement, dated as of July 22, 2020,
by and among CBL & Associates Limited Partnership, each of the
10.1 subsidiary guarantors party thereto, CBL & Associates Properties, Inc.,
and each of the beneficial owners and/or investment advisors or
managers of discretionary funds, accounts or other entities for the
holders or beneficial owners of the 2023 Notes
Amendment to Forbearance Agreement, dated as of July 22, 2020, by and
among CBL & Associates Limited Partnership, each of the subsidiary
10.2 guarantors party thereto, CBL & Associates Properties, Inc., and each
of the beneficial owners and/or investment advisors or managers of
discretionary funds, accounts or other entities for the holders or
beneficial owners of the 2026 Notes
Second Amendment to Forbearance Agreement, dated as of July 22, 2020,
by and among CBL & Associates Limited Partnership, each of the
10.3 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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