Obligation CBL & Associates LP 4.6% ( US12505JAB98 ) en USD

CBL & Associates LP

100 % ▲

Etas-Unis

US12505JAB98 ( en USD )

4.6% par an ( paiement semestriel ) - Obligation en défaut, paiements suspendus

14/10/2024 - Obligation échue

Prospectus brochure de l'obligation CBL & Associates Limited Partnership US12505JAB98 en USD 4.6%, échue

1 000 USD

300 000 000 USD

12505JAB9

N/A

CBL & Associates Properties, Inc. était une société immobilière américaine cotée en bourse qui possédait et gérait principalement des centres commerciaux régionaux aux États-Unis, avant sa faillite et sa dissolution en 2020.

L'Obligation émise par CBL & Associates LP ( Etas-Unis ) , en USD, avec le code ISIN US12505JAB98, paye un coupon de 4.6% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/10/2024

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Table of contents
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration Nos.: 333-182515 and 333-182515-01
PROSPECTUS SUPPLEMENT
(To Prospectus dated September 17, 2013)
CBL & Associates Limited Partnership
$300,000,000 4.60% Senior Notes Due 2024
Limited Guarantee by CBL & Associates Properties, Inc.
CBL & Associates Limited Partnership (the "Operating Partnership") is issuing $300 million aggregate principal amount of its 4.60% Senior Notes
Due 2024 in this offering (the "notes"). Interest on the notes will be payable semiannually in arrears on April 15 and October 15 of each year, beginning
on April 15, 2015. The notes will mature on October 15, 2024 unless redeemed at the Operating Partnership's sole option prior to such date. The
Operating Partnership may, at its sole option, at any time and from time to time, redeem all or any portion of the notes at the prices therefor described
herein.
The notes will be the Operating Partnership's unsecured and unsubordinated indebtedness, will rank equally with the Operating Partnership's
existing and future unsecured and unsubordinated indebtedness, and will be effectively junior to all liabilities and any preferred equity of the Operating
Partnership's subsidiaries and to all of the Operating Partnership's indebtedness that is secured by the Operating Partnership's assets, to the extent of the
value of the assets securing such indebtedness.
CBL & Associates Properties, Inc. (the "Company") will provide a limited guarantee (the "limited guarantee") with respect to the notes for any
losses suffered solely by reason of fraud or willful misrepresentation by the Operating Partnership or its affiliates. The limited guarantee will be an
unsecured and unsubordinated obligation of the Company and will rank equally in right of payment with other unsecured and unsubordinated
indebtedness of the Company from time to time outstanding. However, the Company has no material assets other than its indirect interest in the
Operating Partnership.
Investing in the notes involves significant risks. See "Risk Factors" beginning on page S-6 of this prospectus supplement and on page 5 of
the accompanying prospectus, as well as under the caption "Risk Factors" in the Company's Annual Report on Form 10-K for the year ended
December 31, 2013 filed on March 3, 2014 (the Company's "2013 10-K"), which is incorporated by reference in this prospectus supplement,
before making a decision to invest in the notes.
The notes are a new issue of securities with no established trading market. The Operating Partnership does not intend to apply for listing of the
notes on any securities exchange or for the inclusion of the notes on any automated dealer quotation system.

Per Note

Total
Public offering price(1)

99.975%
$299,925,000
Underwriting Discount

0.650%
$1,950,000
Proceeds, before expenses, to the Operating Partnership(1)

99.325%
$297,975,000
(1)
Plus accrued interest from October 8, 2014, if settlement occurs after that date.
Neither the Securities and Exchange Commission (the "SEC") nor any state or other securities commission has approved or disapproved
of these securities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any
representation to the contrary is a criminal offense.
The underwriters expect to deliver the notes in book-entry only form through the facilities of The Depository Trust Company and its direct and
indirect participants, including Euroclear Bank S.A/N.V., as operator of the Euroclear System, and Clearstream Banking, société anonyme, against
payment in New York, New York on or about October 8, 2014.
Joint Book-Running Managers
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BofA Merrill Lynch
J.P. Morgan
RBC Capital Markets
US Bancorp
Wells Fargo Securities
Senior Co-Managers
KeyBanc Capital Markets

PNC Capital Markets LLC

Regions Securities LLC

The date of this prospectus supplement is October 1, 2014.
Table of Contents
Table of contents
Prospectus supplement

Page

ABOUT THIS PROSPECTUS SUPPLEMENT
S-ii
HOW TO OBTAIN MORE INFORMATION
S-iii
FORWARD-LOOKING STATEMENTS
S-v
PROSPECTUS SUPPLEMENT SUMMARY
S-1
RISK FACTORS
S-6
USE OF PROCEEDS
S-11
RATIO OF EARNINGS TO FIXED CHARGES
S-12
DESCRIPTION OF THE OPERATING PARTNERSHIP'S NOTES AND THE LIMITED GUARANTEE
S-13
UNDERWRITING (CONFLICTS OF INTEREST)
S-28
LEGAL MATTERS
S-32
EXPERTS
S-32

Prospectus

ABOUT THIS PROSPECTUS

1
HOW TO OBTAIN MORE INFORMATION

1
INCORPORATION OF INFORMATION FILED WITH THE SEC

2
FORWARD-LOOKING STATEMENTS

3
RATIO OF EARNINGS TO FIXED CHARGES AND RATIO OF EARNINGS TO COMBINED FIXED

CHARGES AND PREFERRED STOCK DIVIDENDS

4
RISK FACTORS

5
CBL & ASSOCIATES PROPERTIES, INC. AND CBL & ASSOCIATES LIMITED PARTNERSHIP

5
USE OF PROCEEDS

6
DESCRIPTION OF CAPITAL STOCK OF CBL & ASSOCIATES PROPERTIES, INC.

6
DESCRIPTION OF DEPOSITARY SHARES OF CBL & ASSOCIATES PROPERTIES, INC.

17
DESCRIPTION OF DEBT SECURITIES OF CBL & ASSOCIATES PROPERTIES, INC.

17
DESCRIPTION OF WARRANTS OF CBL & ASSOCIATES PROPERTIES, INC.

24
DESCRIPTION OF RIGHTS OF CBL & ASSOCIATES PROPERTIES, INC.

26
DESCRIPTION OF UNITS OF CBL & ASSOCIATES PROPERTIES, INC.

27
DESCRIPTION OF DEBT SECURITIES OF THE OPERATING PARTNERSHIP AND RELATED

GUARANTEE

27
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS

40
DESCRIPTION OF THE PARTNERSHIP AGREEMENT

65
PLAN OF DISTRIBUTION

68
SELLING SECURITY HOLDERS

70
LEGAL MATTERS

70
EXPERTS

70
S-i
Table of Contents
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About this prospectus supplement
This document is in two parts. The first part is this prospectus supplement, which describes the terms of the notes and the offer and sale of the notes
and also adds to and updates information contained in the accompanying prospectus and the documents incorporated by reference into this prospectus
supplement and the accompanying prospectus. The second part is the accompanying prospectus, which gives more general information, including
information about certain of our securities generally, some of which does not apply to this offering of notes. This prospectus supplement may add,
update or change information contained or incorporated by reference in the accompanying prospectus. If the information contained or incorporated by
reference in this prospectus supplement is inconsistent with any information contained or incorporated by reference in the accompanying prospectus, the
information contained or incorporated by reference in this prospectus supplement will apply and will supersede the inconsistent information contained
or incorporated by reference in the accompanying prospectus.
It is important for you to read and consider all of the information contained in this prospectus supplement and the accompanying prospectus before
making your investment decision. You should also read and consider the additional information incorporated by reference in this prospectus supplement
and the accompanying prospectus before making your investment decision. See "How to Obtain More Information" and "Incorporation of Information
Filed with the SEC" in this prospectus supplement and the accompanying prospectus.
Unless otherwise indicated or unless the context requires otherwise, all references in this prospectus supplement and the accompanying prospectus
to the terms "the Company," "we," "our" and "us" mean CBL & Associates Properties, Inc., and its subsidiaries, except where it is made clear that the
term means only CBL & Associates Properties, Inc., and the term "Operating Partnership" means CBL & Associates Limited Partnership. The
Company currently owns an indirect majority interest in the Operating Partnership, and one of the Company's wholly owned subsidiaries, CBL Holdings
I, Inc., a Delaware corporation, is the Operating Partnership's sole general partner. Certain capitalized terms used herein but not defined shall have the
meanings given to them in the accompanying prospectus, the indenture, the notes or the related limited guarantee, as the case may be. The term "you"
refers to a prospective investor in the notes.
You should rely only on the information contained in or incorporated by reference in this prospectus supplement, the accompanying prospectus and
any related free writing prospectus required to be filed with the SEC. The Company and the Operating Partnership have not, and the underwriters have
not, authorized any other person to provide you with additional or different information. If anyone provides you with additional or different information,
you should not rely on it. You should assume that the information appearing in this prospectus supplement, the accompanying prospectus, the
documents incorporated by reference herein and therein, and any free writing prospectus required to be filed with the SEC is accurate only as of the
respective date of such document or on the date or dates which are specified in such documents. Our business, financial condition, liquidity, results of
operations, cash flows or prospects may have changed since those dates.
The distribution of this prospectus supplement and the accompanying prospectus and the offering of the notes in certain jurisdictions may be
restricted by law. If you possess this prospectus supplement and the accompanying prospectus, you should research and observe these restrictions. The
Company and the Operating Partnership are not, and the underwriters are not, making an offer to sell these securities in any jurisdiction where the offer
or sale is not permitted. This prospectus supplement and the accompanying prospectus are not an offer to sell the notes and are not soliciting an offer to
buy the notes in any jurisdiction where the offer or sale is not permitted or where the person making the offer or sale is not qualified to do so or to any
person to whom it is not permitted to make such offer or sale.
S-ii
Table of Contents
How to obtain more information
We are subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and, in accordance
therewith, we file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy any reports,
statements or other information we file with the SEC at the SEC's Public Reference Room located at 100 F Street, N.E., Washington, D.C. 20549.
Please call the SEC at 1-800-SEC-0330 for further information on the operation of the Public Reference Room. The SEC maintains an Internet website
(http://www.sec.gov) that contains reports, proxy statements and information statements, and other information regarding issuers that file electronically
through the SEC's Electronic Data Gathering, Analysis and Retrieval (EDGAR) system. Our SEC filings are also available on our Internet website
(cblproperties.com). The information contained on or connected to our website is not, and you must not consider the information to be, a part of this
prospectus supplement or the accompanying prospectus.
We have filed with the SEC a registration statement on Form S-3, as amended, of which this prospectus supplement is a part, under the Securities
Act of 1933, as amended ("Securities Act") with respect to the securities offered by this prospectus supplement. This prospectus supplement does not
contain all of the information set forth in the registration statement, certain parts of which are omitted in accordance with the rules and regulations of the
SEC. For further information concerning the Company and the securities, reference is made to the registration statement. Statements contained in this
prospectus supplement as to the contents of any contract or other documents are not necessarily complete, and in each instance, reference is made to the
copy of such contract or documents filed as exhibits to the registration statement, each such statement being qualified in all respects by such reference.
The SEC allows us to "incorporate by reference" information into this prospectus supplement and the accompanying prospectus, which means that
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we can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by
reference is deemed to be part of this prospectus supplement and the accompanying prospectus, except for any information superseded by information in
subsequent documents filed with the SEC before the termination of this offering or in this prospectus supplement or the accompanying prospectus. This
prospectus supplement and the accompanying prospectus incorporate by reference the documents set forth below and set forth under the heading
"Incorporation of Information Filed with the SEC" in the accompanying prospectus that we have previously filed with the SEC. These documents
contain important information about us, our business and our finances.
·
Our 2013 10-K
·
Our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2014 filed on May 12, 2014 (the Company's "First Quarter
2014 10-Q")
·
Our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2014 filed on August 11, 2014 (the Company's "Second
Quarter 2014 10-Q")
·
Our Current Reports on Form 8-K dated and filed on the following dates:
Dated

Filed
February 3, 2014
February 7, 2014
May 5, 2014
May 9, 2014
All documents which we file pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (other than, in each case, documents or information
deemed to have been furnished and not filed in accordance with SEC rules) after the date of this prospectus supplement but before the termination of
this offering will also be considered to be incorporated by reference except to the extent information contained therein is superseded as contemplated
above.
S-iii
Table of Contents
If you request, either orally or in writing, we will provide you with a copy of any or all documents which are incorporated by reference. Such
documents will be provided to you free of charge, but will not contain any exhibits, unless those exhibits are incorporated by reference into the
document. Requests should be addressed to our Senior Vice President--Investor Relations and Corporate Investments, CBL Center, 2030 Hamilton
Place Blvd., Suite 500, Chattanooga, Tennessee 37421-6000 (telephone number (423) 855-0001).
S-iv
Table of Contents
Forward-looking statements
This prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein and therein may include forward-
looking statements within the meaning of Section 27A of the Securities Act, and Section 21E of the Exchange Act and the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995, as amended. All statements other than statements of historical fact should be considered to be
forward-looking statements.
Forward-looking statements can often be identified by the use of forward-looking terminology, such as "will," "may," "should," "could,"
"believes," "expects," "anticipates," "estimates," "intends," "projects," "goals," "objectives," "targets," "predicts," "plans," "seeks," and variations of
these words and similar expressions. Any forward-looking statement speaks only as of the date on which it is made and is qualified in its entirety by
reference to the factors discussed throughout this prospectus supplement, the accompanying prospectus and the documents incorporated by reference
herein and therein.
Although we believe the expectations reflected in any forward-looking statements are based on reasonable assumptions, forward-looking
statements are not guarantees of future performance or results and we can give no assurance that these expectations will be attained. It is possible that
actual results may differ materially from those indicated by these forward-looking statements due to a variety of known and unknown risks and
uncertainties. Some of the factors that could cause actual results to differ include, without limitation:
·
general industry, economic and business conditions;
·
interest rate fluctuations;
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·
costs and availability of capital, and capital requirements;
·
costs and availability of real estate properties;
·
inability to consummate acquisition opportunities and other risks associated with acquisitions;
·
competition from other companies and retail formats, including on-line shopping;
·
changes in retail rental rates in our markets;
·
shifts in customer demands;
·
tenant bankruptcies or store closings;
·
changes in vacancy rates at our properties;
·
changes in operating expenses;
·
changes in our credit ratings;
·
changes in applicable laws, rules and regulations;
·
sales of real property;
·
the ability to obtain suitable equity and/or debt financing and the continued availability of financing in the amounts and on the terms
necessary to support our future refinancing requirements and business; and
·
other risks referenced from time to time in filings with the SEC and those factors listed or incorporated by reference into this prospectus
supplement.
This list of risks and uncertainties, however, is only a summary and is not intended to be exhaustive. For a discussion of these and other factors that
could cause actual results to differ from those contemplated in the forward- looking statements, please see the discussions under "Risk Factors,"
S-v
Table of Contents
beginning on page S-6 of this prospectus supplement and on page 5 of the accompanying prospectus and under "Risk Factors" in the Company's 2013
10-K, which is incorporated by reference in this prospectus supplement and the accompanying prospectus and has been filed with the SEC, as well as
other information contained in our publicly available filings with the SEC. Except as may be otherwise required, we do not undertake to update any of
these factors or to announce publicly any revisions to forward-looking statements, whether as a result of new information, future events or otherwise.
S-vi
Table of Contents

Prospectus supplement summary
The following summary may not contain all of the information that is important to you. You should read carefully this entire prospectus
supplement, the accompanying prospectus and the documents incorporated by reference in this prospectus supplement and the accompanying
prospectus before deciding whether to invest in the notes. In this prospectus supplement and the accompanying prospectus, unless otherwise indicated
or unless the context requires otherwise, all references to the terms "the Company," "we," "our" and "us" mean CBL & Associates Properties, Inc., and
its subsidiaries, except where it is made clear that the term means only CBL & Associates Properties, Inc., and the term "Operating Partnership"
means CBL & Associates Limited Partnership. Unless otherwise indicated, the information in this prospectus supplement is as of the date of this
prospectus supplement.
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Company overview
We are a self-managed, self-administered, fully integrated real estate investment trust ("REIT") that is engaged in the ownership, development,
acquisition, leasing, management and operation of regional shopping malls, open-air centers, outlet centers, associated centers, community centers and
office properties. As of June 30, 2014, we owned interests in a portfolio of properties, consisting of 82 enclosed regional malls, open-air centers and
outlet centers (including one mixed-use center), 29 associated centers (each located adjacent to a regional mall), 12 community centers, 13 office
buildings (including our corporate office building), and joint venture investments in similar types of properties. We may also own from time to time
shopping center properties that are under development or construction, as well as options to acquire certain shopping center development properties. As
of June 30, 2014, our shopping center properties were located in 27 states, but were primarily in the southeastern and midwestern United States. We
have elected to be taxed as a REIT for federal income tax purposes.
We conduct substantially all of our business through the Operating Partnership. We currently own an indirect majority interest in our Operating
Partnership, and one of our wholly owned subsidiaries, CBL Holdings I, Inc., a Delaware corporation, is its sole general partner. To comply with certain
technical requirements of the Internal Revenue Code of 1986, as amended (the "Internal Revenue Code") applicable to REITs, our property
management and development activities are carried out through CBL & Associates Management, Inc. (our "Management Company"), a wholly owned
subsidiary of our Operating Partnership.
Our principal executive offices are located at CBL Center, 2030 Hamilton Place Blvd., Suite 500, Chattanooga, Tennessee 37421-6000, and our
telephone number is (423) 855-0001. Our website can be found at cblproperties.com. The information contained on or connected to our website is not,
and you must not consider the information to be, a part of this prospectus supplement or the accompanying prospectus.

S-1
Table of Contents

The offering
Issuer
CBL & Associates Limited Partnership

Securities Offered
$300 million aggregate principal amount of 4.60% Senior Notes Due 2024.

Maturity Date
The notes will mature on October 15, 2024, unless redeemed at the Operating Partnership's sole option prior
to such date.

Interest Rate
4.60% per year, accruing from October 8, 2014 (subject to increase under certain circumstances as described
under "Description of the Operating Partnership's Notes and the Limited Guarantee--Interest Rate
Adjustment").

Interest Payment Dates
April 15 and October 15 of each year, beginning on April 15, 2015.

Optional Redemption
The notes will be redeemable, at the Operating Partnership's sole option, in whole at any time or in part
from time to time, in each case prior to July 15, 2024 (i.e., three months prior to the stated maturity date of
the notes), for cash, at a redemption price equal to the greater of (1) 100% of the aggregate principal amount
of the notes to be redeemed or (2) an amount equal to the sum of the present values of the remaining
scheduled payments of principal of and interest on the notes to be redeemed, not including any portion of the
payments of interest accrued to, but not including, such redemption date, discounted to such redemption
date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury
Rate plus 0.35%, or 35 basis points, plus, in each case (1) and (2), accrued and unpaid interest, if any, on the
principal amount of the notes to be redeemed to, but not including, such redemption date. In addition, at any
time on or after July 15, 2024 (i.e., three months prior to the stated maturity date of the notes), the notes will
be redeemable, at our sole option, in whole at any time or in part from time to time, for cash, at a
redemption price equal to 100% of the aggregate principal amount of the notes to be redeemed plus accrued
and unpaid interest, if any, on the principal amount of the notes to be redeemed to, but not including, such
redemption date.

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Limited Guarantor
CBL & Associates Properties, Inc.

Limited Guarantee
CBL & Associates Properties, Inc. will provide a limited guarantee with respect to the notes for any losses
suffered solely by reason of fraud or willful misrepresentation by the Operating Partnership or its affiliates.
The limited guarantee will be an unsecured and unsubordinated obligation of the Company and will rank
equally in right of payment with other unsecured and unsubordinated indebtedness of the Company from
time to time outstanding. However, the Company has no material assets other than its indirect interest in the
Operating Partnership.

S-2
Table of Contents
Use of Proceeds
The net proceeds from the sale of the notes are estimated to be approximately $297.7 million after deducting
the underwriting discount and our other estimated offering expenses. The Operating Partnership intends to
use the net proceeds to reduce amounts outstanding under its revolving credit facilities and for general
business purposes. See "Use of Proceeds" in this prospectus supplement.

Conflicts of Interest
Affiliates of certain of the underwriters are lenders under our revolving credit facilities and term loans and
will receive their pro rata portions of any amounts repaid under these loans. See "Underwriting (conflicts of
interest)--Conflicts of Interest" in this prospectus supplement.

Certain Covenants
The Operating Partnership will make various covenants with respect to the notes, including the following:

· Neither the Company nor the Operating Partnership will incur, or permit any of the Subsidiaries to incur,
any Debt if, immediately after giving effect to the incurrence of such Debt, the aggregate principal
amount of outstanding Debt is greater than 60% of the sum of Total Assets and certain other assets.

· Neither the Company nor the Operating Partnership will incur, or permit any of the Subsidiaries to incur,
any Debt secured by any Lien on any of their respective property or assets if, immediately after giving
effect to the incurrence of such Debt, the aggregate principal amount of outstanding Debt of the Company,
the Operating Partnership and the Subsidiaries, which is secured by a Lien on any property or assets, is
greater than (a) at any time prior to January 1, 2020, 45%, and (b) at any time on or after January 1,
2020, 40% of the sum of Total Assets and certain other assets of the Company, the Operating Partnership
and the Subsidiaries.
The interest rate payable on the notes will be subject to adjustment from time to time if, on or after
January 1, 2016 and prior to January 1, 2020, the percentage of outstanding Debt of the Company, the
Operating Partnership and the Subsidiaries secured by a Lien is greater than 40% but less than 45% of the
sum of Total Assets and certain other assets of the Company, the Operating Partnership and the
Subsidiaries. See "Description of the Operating Partnership's Notes and the Limited Guarantee--Interest
Rate Adjustment".

S-3
Table of Contents
· Neither the Company nor the Operating Partnership will incur, or permit any of the Subsidiaries to incur, any
Debt if the ratio of Consolidated Income Available for Debt Service to Annual Debt Service Charge, in each
case for the period consisting of the four consecutive fiscal quarters most recently ended, shall have been less
than 1.5:1 on a pro forma basis, subject to certain assumptions.

· The Company, the Operating Partnership and the Subsidiaries, on an aggregate basis, will not have at any time
Total Unencumbered Assets of less than 150% of the aggregate principal amount of outstanding Unsecured
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Debt. All investments in unconsolidated limited partnerships, unconsolidated limited liability companies and
other unconsolidated entities shall be excluded from Total Unencumbered Assets.

· The Company and the Operating Partnership will not consummate a merger, consolidation or sale of all or
substantially all of its assets, subject to certain exceptions as described herein.

These covenants are subject to a number of important exceptions and qualifications. For further information and
the definition of the terms used above, see "Description of the Operating Partnership's Notes and the Limited
Guarantee--Certain Covenants" in this prospectus supplement.

No Limitation on Incurrence of
Subject to compliance with covenants relating to our aggregate secured and unsecured debt, aggregate secured
New Debt
debt, maintenance of total unencumbered assets and debt service coverage, the indenture does not limit the
amount of debt we may issue under the indenture or otherwise.

Ranking
The notes will be the unsecured and unsubordinated indebtedness of the Operating Partnership and will rank
equally in right of payment with all of the Operating Partnership's existing and future unsecured and
unsubordinated indebtedness, and will be effectively junior to all of the liabilities and any preferred equity of the
Operating Partnership's subsidiaries, and to all of the Operating Partnership's indebtedness that is secured by the
Operating Partnership's assets, to the extent of the value of the assets securing such indebtedness.

As of June 30, 2014, the Operating Partnership had $1.3 billion of indebtedness, all of which was unsecured and
unsubordinated indebtedness. As of June 30, 2014, the Operating Partnership's consolidated subsidiaries had
$3.7 billion of total liabilities and no preferred equity of such consolidated subsidiaries was outstanding.

S-4
Table of Contents
Further Issuances
The Operating Partnership may, from time to time, without notice to or the consent of the holders of the
notes offered by this prospectus supplement and the accompanying prospectus, issue additional debt
securities with the same terms as such notes (other than the date of issuance and, under certain
circumstances, the issue price, the date from which interest begins to accrue and the first payment of interest
thereon), provided that any additional debt securities must be fungible with the notes offered by this
prospectus supplement and the accompanying prospectus for U.S. federal income tax purposes, and such
additional debt securities will form a single series of debt securities under the indenture with the notes
offered hereby.

No Public Market
The notes are a new issue of securities with no established trading market. The Operating Partnership does
not intend to apply for listing of the notes on any securities exchange or for inclusion of the notes on any
automated dealer quotation system. The underwriters have advised the Operating Partnership that they
presently intend to make a market in the notes, but they are not obligated to do so and may discontinue any
market-making at any time without notice to, or the consent of, holders of the notes. An active trading
market for the notes may not develop or continue, which would adversely affect the market price and
liquidity for the notes.

Book-Entry Form
The notes will be issued in denominations of $2,000 and integral multiples of $1,000 in excess thereof.
Notes will be represented by one or more global notes in fully registered form, deposited with the trustee as
custodian for, and registered in the name of, a nominee of DTC, as depository. Except in the limited
circumstances described under "Description of the Operating Partnership's Notes and the Limited Guarantee
--Book-Entry System," notes in certificated form will not be issued or exchanged for interests in global
notes.

Risk Factors
You should read carefully the "Risk Factors" in this prospectus supplement, as well as "Risk Factors" in the
accompanying prospectus and the Company's 2013 10-K, which is incorporated by reference in this
prospectus supplement, before making a decision to invest in the notes.

Trustee
U.S. Bank National Association

Governing Law
State of New York
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S-5
Table of Contents
Risk factors
You should consider carefully all of the information set forth in this prospectus supplement, in the accompanying prospectus and in the documents
incorporated by reference herein and therein. In particular, you should consider the risk factors described below, in the accompanying prospectus and
in the Company's 2013 10-K. These risks are considered to be the most material but are not the only ones we are facing. There may be other unknown
or unpredictable economic, business, competitive, regulatory or other factors that could have material adverse effects on us in the future. Past financial
performance may not be a reliable indicator of future performance and historical trends should not be used to anticipate results or trends in future
periods.
The Company has no significant operations and no material assets other than its indirect investment in the Operating Partnership; therefore, the
limited guarantee does not provide material additional credit support.
The limited guarantee provides that the notes will be guaranteed by the Company for any losses suffered by reason of fraud or willful
misrepresentation by the Operating Partnership or its affiliates. However, the Company has no significant operations and no material assets other than its
indirect investment in the Operating Partnership. Furthermore, the limited guarantee of the notes will be effectively subordinated to all existing and
future liabilities and preferred equity of the Company's subsidiaries (including the Operating Partnership (except as to the notes) and any entity the
Company accounts for under the equity method of accounting) and any of the Company's secured debt, to the extent of the value of the assets securing
any such indebtedness. As of June 30, 2014, the total indebtedness of the Company's consolidated subsidiaries (including the Operating Partnership) was
approximately $4.8 billion (excluding trade payables, distributions payable, accrued expenses and committed letters of credit). Due to the narrow scope
of the limited guarantee, the lack of significant operations or assets at the Company other than its indirect investment in the Operating Partnership and
the structural subordination of the limited guarantee to the liabilities and any preferred equity of the Company's subsidiaries, the limited guarantee does
not provide material additional credit support.
Our substantial indebtedness could materially and adversely affect us and the ability of the Operating Partnership to meet its debt service
obligations under the notes.
As of June 30, 2014, the Operating Partnership's total consolidated indebtedness was approximately $4.8 billion (excluding unamortized debt
premiums and discounts). We have $1.3 billion of borrowing capacity under revolving credit facilities, under which approximately $919 million was
available at June 30, 2014.
Our level of indebtedness and the limitations imposed on us by our debt agreements could have significant adverse consequences to holders of the
notes, including the following:
·
our cash flow may be insufficient to meet our debt service obligations with respect to the notes and our other indebtedness, which would
enable the lenders and other debtholders to accelerate the maturity of their indebtedness, or be insufficient to fund other important
business uses after meeting such obligations;
·
we may be unable to borrow additional funds as needed or on favorable terms;
·
we may be unable to refinance our indebtedness at maturity or earlier acceleration, if applicable, or the refinancing terms may be less
favorable than the terms of our original indebtedness or otherwise be generally unfavorable;
·
because a significant portion of our debt bears interest at variable rates, increases in interest rates could materially increase our interest
expense;
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·
increases in interest rates could also materially increase our interest expense on future fixed rate debt;
·
we may be forced to dispose of one or more of our properties, possibly on disadvantageous terms;
·
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we may default on our other unsecured indebtedness;
·
we may default on our secured indebtedness and the lenders may foreclose on our properties or our interests in the entities that own the
properties that secure such indebtedness and receive an assignment of rents and leases; and
·
we may violate restrictive covenants in our debt agreements, which would entitle the lenders and other debtholders to accelerate the
maturity of their indebtedness.
If any one of these events were to occur, our business, financial condition, liquidity, results of operations and prospects, as well as the Operating
Partnership's ability to satisfy its obligations with respect to the notes, could be materially and adversely affected. Furthermore, foreclosures could
create taxable income without accompanying cash proceeds, a circumstance which could hinder the Company's ability to meet the REIT distribution
requirements imposed by the Internal Revenue Code.
The structural subordination of the notes may limit the Operating Partnership's ability to meet its debt service obligations under the notes.
The notes will be the Operating Partnership's unsecured and unsubordinated indebtedness, ranking equally with the Operating Partnership's existing
and future unsecured and unsubordinated indebtedness, and will be effectively junior to all liabilities and any preferred equity of the Operating
Partnership's subsidiaries and to all of the Operating Partnership's indebtedness that is secured by the Operating Partnership's assets, to the extent of the
value of the assets securing such indebtedness. While the indenture governing the notes limits our ability to incur additional secured indebtedness in the
future, it will not prohibit us from incurring such indebtedness if we are in compliance with certain financial ratios and other requirements at the time of
its incurrence. In the event of a bankruptcy, liquidation, dissolution, reorganization or similar proceeding with respect to us, the holders of any secured
indebtedness will be entitled to proceed directly against the collateral that secures the secured indebtedness. Therefore, such collateral will not be
available for satisfaction of any amounts owed under our unsecured indebtedness, including the notes, until such secured indebtedness is satisfied in
full. As of June 30, 2014, the Operating Partnership had no secured indebtedness.
The notes also will be effectively subordinated to all liabilities, whether secured or unsecured, and any preferred equity of the subsidiaries of the
Operating Partnership. In the event of a bankruptcy, liquidation, dissolution, reorganization or similar proceeding with respect to any such subsidiary,
the Operating Partnership, as an equity owner of such subsidiary, and therefore holders of our debt, including the notes, will be subject to the prior
claims of such subsidiary's creditors, including trade creditors, and preferred equity holders. As of June 30, 2014, the Operating Partnership's
consolidated subsidiaries had $3.7 billion of total liabilities and no preferred equity of such consolidated subsidiaries was outstanding. Furthermore,
while the indenture governing the notes limits the ability of our subsidiaries to incur additional unsecured indebtedness in the future, it will not prohibit
our subsidiaries from incurring such indebtedness if such subsidiaries are in compliance with certain financial ratios and other requirements at the time
of its incurrence.
We may not be able to generate sufficient cash flow to meet our debt service obligations.
Our ability to meet our debt service obligations on, and to refinance, our indebtedness, including the notes, and to fund our operations, working
capital, acquisitions, capital expenditures and other important business uses, depends on our ability to generate sufficient cash flow in the future. To a
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certain extent, our cash flow is subject to general economic, industry, financial, competitive, operating, legislative, regulatory and other factors, many of
which are beyond our control.
We cannot assure you that our business will generate sufficient cash flow from operations or that future sources of cash will be available to us in
an amount sufficient to enable us to meet our debt service obligations on our indebtedness, including the notes, or to fund our other important business
uses. Additionally, if we incur additional indebtedness in connection with future acquisitions or development projects or for any other purpose, our debt
service obligations could increase significantly and our ability to meet those obligations could depend, in large part, on the returns from such
acquisitions or projects, as to which no assurance can be given.
We may need to refinance all or a portion of our indebtedness, including the notes, at or prior to maturity. Our ability to refinance our indebtedness
or obtain additional financing will depend on, among other things:
·
our financial condition, liquidity, results of operations and prospects and market conditions at the time; and
·
restrictions in the agreements governing our indebtedness.
As a result, we may not be able to refinance any of our indebtedness, including the notes, on favorable terms, or at all.
If we do not generate sufficient cash flow from operations, and additional borrowings or refinancings are not available to us, we may be unable to
meet all of our debt service obligations, including payments on the notes. As a result, we would be forced to take other actions to meet those
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