CBL & Associates Properties Files 8-K/A Amendment

TL;DR

CBL & Associates Properties filed an amendment to their 8-K, updating financial statements and exhibits.

AI Summary

CBL & Associates Properties, Inc. filed an 8-K/A on October 6, 2025, to amend a previous filing. The amendment pertains to financial statements and exhibits, with the earliest event reported being July 29, 2025. The company is a real estate investment trust incorporated in Delaware.

Why It Matters

This filing is an amendment to a previous report, indicating a correction or addition to previously disclosed information by CBL & Associates Properties, Inc.

Risk Assessment

Risk Level: low — This is an amendment to a previous filing, not a new material event, and does not inherently introduce new risks.

Key Players & Entities

• CBL & ASSOCIATES PROPERTIES, INC. (company) — Registrant
• July 29, 2025 (date) — Date of earliest event reported
• October 6, 2025 (date) — Filing Date
• Delaware (location) — State of Incorporation

FAQ

Key Financial Figures

• $0.001 — nge on which registered Common Stock, $0.001 par value CBL New York Stock Exchan
• $178.9 m — the "Acquired Malls") for approximately $178.9 million, exclusive of transaction costs o
• $2.1 million — lion, exclusive of transaction costs of $2.1 million. The malls include Ashland Town Center
• $333.0 million — ification and extension of its existing $333.0 million non-recourse open-air centers and outpa
• $110.0 million — es, increasing the principal balance by $110.0 million to approximately $443.0 million and pro
• $443.0 million — ance by $110.0 million to approximately $443.0 million and providing for a seven-year term, co
• $368.0 million — on a principal balance of approximately $368.0 million and a floating interest rate of SOFR pl
• $75.0 million — the remaining balance of approximately $75.0 million. The interest rate on the full principa
• $187,764 — ties - at fair value (amortized cost of $187,764 as of June 30, 2025) 187,662 — 18
• $179.7 million — 5. The purchase price was approximately $179.7 million including acquisition costs. Additional
• $2.7 million — ted to a net working capital deficit of $2.7 million assumed by the Company. The purchase pr
• $2.4 million — oan, net of deferred financing costs of $2.4 million. (5) Represents expenses incurred rel

Filing Documents

• cbl-20250729.htm (8-K/A) — 805KB
• 0001193125-25-231700.txt ( ) — 941KB
• cbl-20250729.xsd (EX-101.SCH) — 24KB
• cbl-20250729_htm.xml (XML) — 5KB

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. a) Financial statements of businesses acquired. Independent Auditor's Report; Unaudited statement of revenues and certain expenses from real estate operations for the six months ended June 30, 2025; and Audited statement of revenues and certain expenses from real estate operations for the year ended December 31, 2024. b) Pro forma financial information. Unaudited pro forma consolidated balance sheet as of June 30, 2025; Unaudited pro forma consolidated statement of operations for the six months ended June 30, 2025; and Unaudited pro forma consolidated statement of operations for the year ended December 31, 2024. 1

01 (a)

Item 9.01 (a) Acquired Malls For the Six Months Ended June 30, 2025 (Unaudited) and The Year Ended December 31, 2024 2 Table of Contents Page Independent Auditor's Report 4 6 Notes to Statements of Revenues and Certain Expenses from Real Estate Operations 7 3 In dependent Auditor's Report To CBL & Associates Properties, Inc.: Opinion We have audited the Statement of Revenues and Certain Expenses from the Real Estate Operations of the four acquired enclosed regional malls (the "Acquired Malls") for the year ended December 31, 2024, and the related notes (the "financial statement"). In our opinion, the accompanying financial statement presents fairly, in all material respects, the revenues and certain expenses described in Note 2 of the financial statement for the year ended December 31, 2024, in accordance with accounting principles generally accepted in the United States of America. Basis for Opinion We conducted our audit in accordance with auditing standards generally accepted in the United States of America (GAAS). Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Financial Statement section of our report. We are required to be independent of the Acquired Malls and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Basis of Accounting We draw attention to Note 2 to the financial statement, which describes that the accompanying financial statement was prepared for the purpose of complying with the rules and regulations under Rule 3-14 of Regulation S-X promulgated under the Securities Act of 1933, as amended (for incl

01 (b)

Item 9.01 (b) CBL & Associates Properties, Inc. Unaudited Pro Forma Consolidated Financial Statements The unaudited pro forma condensed financial information below has been prepared to illustrate the effect of CBL & Associates Properties, Inc.'s (the "Company") acquisition of four enclosed regional malls (the "Acquired Malls"), which was consummated on July 29, 2025, for approximately $178.9 million, exclusive of transaction costs of $2.1 million. The malls include Ashland Town Center in Ashland, KY, Mesa Mall in Grand Junction, CO, Paddock Mall in Ocala, FL, and Southgate Mall in Missoula, MT. The Company funded the transaction using cash from sales of real estate assets and funds from the modification of an existing loan, discussed below. Concurrently with the transaction close, the Company completed a modification and extension of its existing $333.0 million non-recourse open-air centers and outparcels loan with Beal Bank USA, which was scheduled to initially mature in June 2027, with one, two-year extension option. The loan was modified to include the acquisition properties, increasing the principal balance by $110.0 million to approximately $443.0 million and providing for a seven-year term, comprised of an initial maturity in October 2030, with one, two-year extension option for a final maturity in October 2032. For the initial five-year term, the new interest-only loan will bear a fixed interest rate of 7.70% on a principal balance of approximately $368.0 million and a floating interest rate of SOFR plus 410 basis points on the remaining balance of approximately $75.0 million. The interest rate on the full principal balance will convert to the floating rate after the initial term. The unaudited pro forma consolidated balance sheet as of June 30, 2025 is presented as if the acquisition of the Acquired Malls and the related loan modification had occurred on June 30, 2025. The unaudited pro forma consolidated statements of operations for the six mont

View Full Filing

View this 8-K/A filing on SEC EDGAR