ITEM 7.01 Regulation FD Disclosure

On December 1, 2021, CBL & Associates Properties, Inc. (the "Company") issued a press release announcing that its wholly owned subsidiary, CBL & Associates Holdco II, LLC (the "Issuer"), exercised the Issuer's optional exchange right with respect to all of the $150 million aggregate principal amount of the Issuer's 7.0% Exchangeable Senior Secured Notes due 2028 (the "Exchangeable Notes"). The Issuer has caused holders of the Exchangeable Notes to be notified that the exchange date will be January 28, 2022 and the settlement date for the exchange will be February 1, 2022. Under the terms of the indenture governing the Exchangeable Notes, the Issuer has until January 31, 2022 to determine whether holders of the Exchangeable Notes will receive shares of common stock of the Company, cash or a combination thereof on the settlement date.

A copy of the Notice of Company Optional Exchange delivered to holders of the Exchangeable Notes is filed as Exhibit 99.2 hereto and is incorporated herein by reference. None of this Current Report on Form 8-K, the press release attached hereto as Exhibit 99.1 nor the Notice of Company Optional Exchange attached hereto as Exhibit 99.2 constitutes an offer to sell or the solicitation of an offer to buy any Company securities, nor shall any of them constitute an offer, solicitation or sale in any jurisdiction in which such offering, solicitation or sale would be unlawful.

ITEM 9.01 Financial Statements and Exhibits







  (d) Exhibits






Exhibit
 Number    Description
  99.1       Press Release, dated December 1, 2021  .
  99.2       Notice of Company Optional Exchange, dated December 1, 2021  .
  104      Cover Page Interactive Data File (embedded within the Inline XBRL document)



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