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CBL & ASSOCIATES PROPERTIES INC : Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K)

04/16/2021 | 11:41am EDT

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.

Also as previously disclosed, on March 21, 2021, the Company entered into the First Amended and Restated Restructuring Support Agreement (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 in excess of 69.5% of the aggregate principal amount of the Operating Partnership's 5.25% senior unsecured notes due 2023, 4.60% senior unsecured notes due 2024 and 5.95% senior unsecured notes due 2026 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 96.6% of the aggregate outstanding principal amount of debt under the Bank Credit Agreement. 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 the plan term sheet attached as Exhibit B to the Amended RSA, as applicable.

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. Copies of the Proposed Plan and the Proposed Disclosure Statement are attached as Exhibit 99.1 and 99.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference. 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 and 99.2, 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.

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

 Number    Description
  99.1       Proposed Amended Chapter 11 Plan of Reorganization, dated as of April
           15, 2021.
  99.2       Proposed Disclosure Statement, dated as of April 15, 2021.
  104      Cover Page Interactive Data File (embedded within the Inline XBRL


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