ITEM 7.01 Regulation FD Disclosure

As previously disclosed, beginning on November 1, 2020, CBL & Associates Properties, Inc. (the "REIT"), CBL & Associates Limited Partnership (the "Operating Partnership"), the majority owned subsidiary of the REIT (collectively, the Operating Partnership and the REIT are referred to as the "Company"), and certain of its direct and indirect subsidiaries filed voluntary petitions (the "Chapter 11 Cases") under chapter 11 of title 11 of the United States Code (the "Bankruptcy Code") in the Bankruptcy Court for the Southern District of Texas (the "Bankruptcy Court"). During the pendency of the Chapter 11 Cases, the Company is operating its business as debtors-in-possession under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code.

In connection with the Chapter 11 Cases, on April 15, 2021, the Company filed an amended Chapter 11 plan of reorganization (the "Proposed Plan") and accompanying disclosure statement (the "Proposed Disclosure Statement") with the Bankruptcy Court to implement the restructuring transactions set forth in the Proposed Plan. On May 5, the Company filed certain liquidation analysis ("Liquidation Analysis), valuation analysis ("Valuation Analysis") and financial projections ("Financial Projections"), as exhibits to the previously filed Proposed Disclosure Statement. The Liquidation Analysis, Valuation Analysis and Financial Projections are attached as Exhibit 99.1, 99.2 and 99.3, respectively, to this Current Report on Form 8-K.

The information in this Item 7.01, including Exhibits 99.1, 99.2 and 99.3, includes certain financial projections which were not prepared with a view toward public disclosure or compliance with published guidelines of the Securities and Exchange Commission or the guidelines established by the American Institute of Certified Public Accountants regarding projections or forecasts. While presented with numerical specificity, the financial projections are approximations based upon a variety of estimates and assumptions subject to significant business, economic, and competitive uncertainties and contingencies, many of which are beyond the Company's control. Actual results may vary materially from those presented. The financial projections have not been audited and are not presented in accordance with accounting principles generally accepted in the United States of America ("GAAP"). Although the Company has prepared the financial projections in good faith and believe the assumptions to be reasonable, there can be no assurance that such assumptions and results will be realized. As described in detail in the Proposed Disclosure Statement, a variety of risk factors could affect the Company's financial results and must be considered. Accordingly, the financial projections should be reviewed in conjunction with the risk factors set forth in the Proposed Disclosure Statement and the assumptions described herein, including all relevant qualifications and footnotes.

The Company intends to seek the Bankruptcy Court's approval of the Proposed Disclosure Statement and confirmation of the Proposed Plan. There can be no assurances that the Company will obtain the Bankruptcy Court's approval of the Proposed Disclosure Statement and/or confirmation of the Proposed Plan, or that if the Proposed Plan is approved, that the reorganization of the Company will be successfully implemented as contemplated by the Proposed Plan. This Current Report on Form 8-K is not a solicitation of votes to accept or reject the Proposed Plan or an offer to sell or exchange securities of the Company. Any solicitation of votes or offer to sell or exchange or solicitation of an offer to buy or exchange any securities of the Company will be made only pursuant to and in accordance with the Proposed Disclosure Statement following approval by the Bankruptcy Court. The Proposed Disclosure Statement does not constitute legal, business, financial or tax advice.

The information disclosed in this Item 7.01, including Exhibits 99.1, 99.2 and 99.3, 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.

This communication contains forward-looking statements, including, in particular, statements about the terms and the provisions of the Proposed Plan and the contemplated chapter 11 reorganization. These statements are based on the Company's current assumptions, expectations and projections about future events. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, the Company can give no assurance that the expectations will prove to be correct.

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ITEM 9.01 Financial Statements and Exhibits





  (a) Financial Statements of Businesses Acquired


Not applicable



  (b) Pro Forma Financial Information


Not applicable



  (c) Shell Company Transactions


Not applicable



  (d) Exhibits






Exhibit
 Number    Description
  99.1       Liquidation Analysis filed with the Bankruptcy Court on May 5, 2021.
  99.2       Financial Projections filed with the Bankruptcy Court on May 5, 2021.
  99.3       Valuation Analysis filed with the Bankruptcy Court on May 5, 2021.
  104      Cover Page Interactive Data File (embedded within the Inline XBRL document)

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