CBL CBL and Associates Properties Inc

ITEM 7.01 Regulation FD Disclosure

In January 2020, CBL & Associates Properties. Inc. (the “REIT”) and its majority owned subsidiary CBL & Associates Limited Partnership (the “Operating Partnership”, and together with CBL & Associates Properties, Inc., the “Company”) engaged Weil, Gotshal & Manges LLP and Moelis & Company LLC (the “Advisors”) to assist the Company in exploring several alternatives to reduce overall leverage and interest expense and to extend the maturity of its debt, among other things. The Company’s Advisors began discussions in May 2020 with advisors to certain holders of its senior unsecured notes and the advisors to certain lenders under the senior secured credit facility. As previously disclosed, on August 18, 2020, the Company entered into the Restructuring Support Agreement (the “RSA”) with certain beneficial owners and/or investment advisors or managers of discretionary funds, accounts or other entities for the holders of beneficial owners (the “Consenting Noteholders”) in excess of 60%, including joining noteholders added pursuant to joinder agreements, of the aggregate principal amount of the Operating Partnership’s Notes (as defined below).

As discussions with the advisors to the Consenting Noteholders and lenders under the Company’s secured credit facility continue, the Company has elected to not make the $6.9 million interest payment (the “Interest Payment”) due and payable on October 15, 2020, with respect to the Operating Partnership’s 4.60% senior unsecured notes due 2024 (the “2024 Notes”).  Under the indenture governing the 2024 Notes, the Operating Partnership has a 30-day grace period to make the Interest Payment before the nonpayment is considered an “event of default” with respect to the 2024 Notes. Any event of default under the 2024 Notes for nonpayment of the Interest Payment would also be considered an event of default under the Operating Partnership’s senior secured credit facility which could lead to an acceleration of amounts due under the facility, however, as previously reported, on August 19, 2020, the Operating Partnership received a notice of acceleration of obligations under the secured credit facility based on the events of default previously asserted by the Administrative Agent under the secured credit facility, which the Company continues to dispute. Further, if the trustee for the 2024 Notes should exercise its right to accelerate the maturity of the full balance owed on the 2024 Notes as a result of such an “event of default,” that would also constitute an “event of default” under the Operating Partnership’s 5.25% senior unsecured notes due 2023 (the “2023 Notes”) and the Operating Partnership’s 5.95% senior unsecured notes due 2026 (the “2026 Notes,” together with the 2023 Notes and 2024 Notes, the “Notes”), which could lead to the acceleration of all amounts due under those notes.

As discussed below, the Company and the Required Consenting Noteholders (as defined in the RSA) extended the RSA milestone date by which the Company is required to commence the Chapter 11 Cases (as defined below) and the Company elected to not make the Interest Payment and enter the 30-day grace period in order to continue to engage in negotiations and discussions with the Consenting Noteholders and lenders under their senior credit facilities.

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.