ITEM 1.01 Entry into a Material Definitive Agreement

Amended Restructuring Support Agreement

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.

After engaging in negotiations in a Court-ordered mediation, on March 21, 2021, the Company entered into the First Amended and Restated Restructuring Support Agreement (the "Amended RSA"), subject to Bankruptcy Court approval, which the Company will seek in accordance with the terms of the Amended RSA, with certain beneficial owners and/or investment advisors or managers of discretionary funds, accounts or other entities for the holders or beneficial owners (the "Consenting Noteholders") in excess of 64% of the aggregate principal amount of the Operating Partnership's 5.25% senior unsecured notes due 2023 (the "2023 Notes"), 4.60% senior unsecured notes due 2024 (the "2024 Notes") and 5.95% senior unsecured notes due 2026 (the "2026 Notes" and together with the 2023 Notes and the 2024 Notes, the "Unsecured Notes") and certain lenders party to the Company's Credit Agreement, dated as of January 30, 2019 (the "Bank Credit Agreement") who hold in the aggregate in excess of 88% of the aggregate outstanding principal amount of debt under the Bank Credit Agreement (the "Consenting Bank Lenders"). The Amended RSA amends and restates that certain Restructuring Support Agreement, dated as of August 18, 2020 (the "Original RSA"), by and between the Company and the Consenting Noteholders and sets forth, subject to certain conditions, the commitments to and obligations of, on the one hand, the Company, and on the other hand, the Consenting Noteholders and Consenting Bank Lenders, in connection with the restructuring transactions (the "Restructuring Transactions") set forth in the Amended RSA and the plan term sheet attached as Exhibit B to the Amended RSA (the "Plan Term Sheet"). Capitalized terms used but not otherwise defined in this Current Report on Form 8-K have the meanings given to them in the Amended RSA or Plan Term Sheet, as applicable.

Milestones

Under the Amended RSA and subject to Bankruptcy Court approval, the Company agreed to support and take all steps reasonably necessary and desirable to consummate the Restructuring Transactions in accordance with the Amended RSA, including using commercially reasonable efforts to obtain all required regulatory and third-party approvals, negotiating in good faith and using commercially reasonable efforts to execute and implement the documentation required to consummate the Restructuring Transactions as contemplated by the Amended RSA, and completing the following milestones (the "Milestones"):



           •     No later than 14 days after the Agreement Effective Date, the
                 Company Parties shall have filed a motion seeking authority to
                 perform pursuant to the terms of the Amended RSA.


           •     No later than 14 days after the Agreement Effective Date, the
                 Bankruptcy Court shall have entered a final order approving use
                 of cash collateral.


           •     No later than 25 days after the Agreement Effective Date, the
                 Company Parties shall have filed the Amended Plan and related
                 Disclosure Statement.


           •     No later than 45 days after the Agreement Effective Date, the
                 Bankruptcy Court shall have entered an order authorizing
                 performance pursuant to the Amended RSA or shall have held a
                 hearing to consider such authorization.


           •     No later than 65 days after the Agreement Effective Date, the
                 Bankruptcy Court shall have entered an order approving the
                 Disclosure Statement.


           •     No later than 180 days after the Agreement Effective Date, the
                 Bankruptcy Court shall have entered the Confirmation Order.


  • No later than November 1, 2021, the Effective Date shall have occurred.

Economic Recovery

The Amended RSA and Plan Term Sheet provide, among other things, the following treatment of claims and interests:



         •  Revolver/Term Loan Claims: The Revolver/Term Loan Claims under the
            Bank Credit Agreement held by the New Bank Lenders shall be allowed
            for all purposes in the Plan in the amount of $983.7 million.

In full and complete satisfaction of all Revolver/Term Loan Claims held by the Bank Agent and all Bank Lenders, except for Revolver/Term Loan Claims held by Consenting Noteholders as of the Agreement Effective Date, each New Bank Lender shall receive its pro rata share of:





              (i) obligations under a new term loan agreement in an aggregate
                  principal amount equal to $883.7 million, which shall be
                  guaranteed by the Bank Claim Subsidiaries and secured by a first
                  lien in and to the Bank Claim Collateral; and


              (ii) $100.0 million in cash payable, first, from the segregated
                   account and, second, from other cash on hand.

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         •  Consenting Crossholder Claims: The Consenting Crossholder Claims shall
            be allowed for all purposes in the Plan in the aggregate amount of
            $133.0 million.

Pursuant to Bankruptcy Rule 9019, in full and complete satisfaction of the Consenting Crossholder Claims, each Consenting Crossholder shall receive its pro rata share of:



  (iii) cash in the amount of $15.0 million;


              (iv) $81.0 million aggregate principal amount of new senior secured
                   notes ("New Notes"); provided that each Consenting Crossholder
                   (and, for the avoidance of doubt, only a Consenting
                   Crossholder) entitled to receive New Notes on account of its
                   Consenting Crossholder Claims shall be able to elect (the "New
                   Convertible Notes Election"), on a dollar-for-dollar basis, to
                   substitute its allocated share of the New Notes for new
                   convertible notes (the "New Convertible Notes"), which New
                   Convertible Notes shall be subject to a maximum principal
                   amount of $100.0 million in the aggregate, on account of both
                   Consenting Crossholder Claims and Notes Claims as set forth in
                   the Plan Term Sheet; and


              (v) 10.57143% of the new common equity in the reorganized Company
                  (the "New Common Equity Interests"), subject to dilution by the
                  Management Incentive Plan and subsequent issuances of common
                  equity (including securities or instruments convertible into
                  common equity) by the Company from time to time after the Plan
                  Effective Date.


         •  Other Secured Claims: Secured Claims (other than the Revolver/Term
            Loan Claims) shall be reinstated, unimpaired, or receive treatment
            reasonably acceptable to the Company and the Required Consenting
            Creditors.


         •  Notes & General Unsecured Claims: In full and complete satisfaction of
            all Unsecured Claims, each holder of an allowed Unsecured Claim shall
            receive its pro rata share of the following treatment (which treatment
            remains subject to change based on the Ad Hoc Noteholder Group's
            ongoing diligence):

(i) $80.0 million in cash;

(ii) $474.0 million aggregate principal amount of New Notes; provided that each Consenting Noteholder (and, for the avoidance of doubt, only a Consenting Noteholder) entitled to receive New Notes on account of its Notes Claim shall be able to make the Convertible Notes Election and receive New Convertible Notes on a pro rata basis with holders of Crossholder Claims making the Convertible Notes Election as set forth in the Plan Term Sheet; and

(iii) 78.42857% of the New Common Equity Interests, subject to dilution by the Management Incentive Plan and subsequent issuances of common equity (including securities or instruments convertible into common equity) by the Company from time to time after the Plan Effective Date.



         •  Property Level Debt and Guarantee Claims: Property-level debt and
            guarantee claims shall be settled, treated as a general unsecured
            claim or receive other treatment reasonably acceptable to the Required
            Consenting Noteholders and the Company, which consent shall not be
            unreasonably withheld.


         •  Ongoing Trade Claims: If a holder of an Ongoing Trade Claim executes a
            trade agreement (a "Trade Agreement") with the Company (the form and
            terms of such Trade Agreement to be determined by the Company in
            consultation with the Required Consenting Noteholders), such holder
            shall receive four (4) equal cash installments, payable on a quarterly
. . .

ITEM 7.01 Regulation FD Disclosure

On March 22, 2021, the Company issued a press release announcing entry into the Amended RSA, as described above in Item 1.01. A copy of the press release is being furnished as Exhibit 99.1 and is incorporated by reference into this Item 7.01.

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





  (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
  10.1       First Amended and Restated Restructuring Support Agreement, dated as
           of March 21, 2021.
  10.2       Plan Term Sheet, dated as of March 21, 2021 (See Exhibit B to Exhibit
           10.1).
  99.1       Press Release, dated March 22, 2021.
  104      Cover Page Interactive Data File (embedded within the Inline XBRL
           document)

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