ITEM 7.01 Regulation FD Disclosure




As previously disclosed, the Company has been engaged in confidential
discussions and negotiations with certain Consenting Noteholders (the "Ad Hoc
Group") and with Wells Fargo Bank, National Association, as administrative agent
(the "Agent') for the lenders (the "Lenders") party to the Existing Credit
Facility, to try to reach a mutual agreement between the Company, the Ad Hoc
Group and the Lenders on a potential strategic transaction to enhance the
Company's capital structure.
As part of such discussions and negotiations, the Ad Hoc Group submitted a
summary proposal (the "Summary Proposal") and long form term sheet (the "Term
Sheet") to the Company on behalf of the Consenting Noteholders on December 8,
2020 and the Company shared a responsive issues list with the advisors to the Ad
Hoc Group on December 14, 2020 (the "Issues List"). On December 21, 2020 certain
of the Consenting Noteholders entered into separate Confidentiality Agreements
(the "NDAs") with respect to such negotiations.
Further, as part of such discussions and negotiations, on December 22, 2020, the
Agent made a proposal (the "Wells Proposal" and together with the Summary
Proposal, Term Sheet and Issues List, the "Cleansing Materials") to the Company
on behalf of the Lenders.
The foregoing description of the Cleansing Material does not purport to be
complete and is qualified in its entirety by reference to the Summary Proposal,
Term Sheet, Issues List and Wells Proposal attached as Exhibits 99.1, 99.2, 99.3
and 99.4 hereto.
This communication contains forward-looking statements, including, in
particular, statements about the terms and the provisions of the 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.
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 8.01 Other Events




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.
On December 29, 2020, the Company filed the Company's plan of reorganization
(the "Plan") and disclosure statement (the "Disclosure Statement") with the
Bankruptcy Court. Capitalized terms used but not otherwise defined in this
Current Report on Form
8-K
have the meanings given to them in the Plan.
The Plan contemplates, among other things, the following:

         •   Each holder of an Allowed Bank Lender Secured Claim will receive such
             holder's Pro Rata share of the Bank Lender Secured Claim Exit Credit
             Facility Distribution.



         •   Each holder of an Allowed Consenting Crossholder Secured claim will
             receive such holder's Pro Rata share of the Consenting Crossholder
             Secured Claims Recovery Pool.



         •   Each holder of an Allowed Bank Lender Deficiency Claim will receive
             (i) its Pro Rata share of the Bank Lender Deficiency Claim Exit Credit
             Facility Distribution and (ii) solely in the event that the

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Bankruptcy Court determines that the holders of Bank Lender Deficiency
           Claims are entitled to an additional recovery to confirm the Plan, its
           Pro Rata share of the Bank Lender Deficiency Claims Equity
           Distribution, subject to dilution by the Warrants, the Management
           Incentive Plan and subsequent issuances of common equity (including
           securities or instruments convertible into common equity) by the REIT
           from time to time after the Effective Date.



         •   Each holder of an Allowed Consenting Crossholder Deficiency Claim will
             receive its Pro Rata share of the Consenting Crossholder Deficiency
             Claims Recovery Pool, which shall be subject to dilution by the
             Warrants, the Management Incentive Plan and subsequent issuances of
             common equity (including securities or instruments convertible into
             common equity) by the REIT from time to time after the Effective Date.



         •   Except to the extent that a holder of a Senior Unsecured Notes Claim
             exercises the Senior Unsecured Notes Claim Election, each holder of an
             Allowed Senior Unsecured Notes Claim will receive its Pro Rata share
             of: (i) the Senior Unsecured Notes New Preferred Stock Distribution;
             and (ii) the Senior Unsecured Notes Claim New Common Stock
             Distribution, subject to dilution by the Warrants, the Management
             Incentive Plan and subsequent issuances of common equity (including
             securities or instruments convertible into common equity) by the REIT
             from time to time after the Effective Date.



         •   Each holder of an Allowed Ongoing Trade Claim will receive, at the
             Debtors' election (with the consent of the Required Consenting
             Noteholders, such consent not to be unreasonably withheld), either:
             (i) payment in full in Cash; (ii) payment in the ordinary course of
             business as if the Chapter 11 Cases had never been commenced; or
             (iii) such other treatment rendering such holder's Allowed Ongoing
             Trade Claim Unimpaired.



         •   Each holder of an Allowed General Unsecured Claim will receive a
             recovery to be determined.



         •   If each of Class 12, 13, and 14 is an Accepting Class, at the election
             of the Debtors with the reasonable consent of the Required Consenting
             Noteholders, each holder of an Existing LP Common Unit, will either
             (i) receive its Pro Rata share of (y) the New LP Units and (z) a to be
             determined percentage of the Warrants or (ii) be deemed to have
             converted or redeemed, as applicable, such holder's Existing LP Common
             Units, effective the day prior to the Distribution Record Date, in
             exchange for Existing REIT Common Stock on terms consistent with the
             applicable prepetition agreements for the Existing LP Common Units,
             thereby receiving such treatment as if such holder owned Existing REIT
             Common Stock on the Distribution Record Date.



         •   If each of Class 12, 13, and 14 is an Accepting Class, each holder of
             Allowed Existing REIT Preferred Stock will receive its Pro Rata share
             of (i) a to be determined percentage of the New Common Stock and
             (ii) a to be determined percentage of the Warrants, each subject to
             dilution by the Warrants, the Management Incentive Plan and subsequent
             issuances of common equity (including securities or instruments
             convertible into common equity) by the REIT from time to time after
             the Effective Date.



         •   If each of Class 12, 13, and 14 is an Accepting Class, each holder of
             Allowed Existing REIT Common Stock will receive its Pro Rata share of
             (i) a to be determined percentage of the New Common Stock and (ii) a
             to be determined percentage of the Warrants, each subject to dilution
             by the Warrants, the Management Incentive Plan and subsequent
             issuances of common equity (including securities or instruments
             convertible into common equity) by the REIT from time to time after
             the Effective Date.



         •   The percentage of New Common Stock to be issued to the holders of
             Allowed Existing REIT Preferred Stock, holders of Allowed Existing LP
             Common Units, and holders of Allowed Existing REIT Common Stock shall
             total 10% in the aggregate, subject to dilution by the Warrants, the
             Management Incentive Plan and subsequent issuances of common equity
             (including securities or instruments convertible into common equity)
             by the REIT from time to time after the Effective Date. The Operating
             Partnership shall determine equity splits in consultation with the
             Required Consenting Noteholders.

Although the Company intends to pursue the Restructuring Transactions in accordance with the terms set forth in the Plan, there can be no assurance that the Plan will be approved by the Bankruptcy Court or that the Company will be successful in completing the Restructuring Transactions or any other similar transaction on the terms set forth in the Plan, on different terms or at all. -------------------------------------------------------------------------------- A copy of the Plan is attached as Exhibit 2.1 to this Current Report on Form 8-K. The foregoing description of the Plan is only a summary, does not purport to be complete, and is qualified in its entirety by reference to the Plan.

ITEM 9.01 Financial Statements and Exhibits





  (d) Exhibits



Exhibit
Number                                    Description

 2.1           Chapter 11 Plan of Reorganization, dated as of December 29, 2020.

99.1           Summary Proposal, dated as of December 8, 2020

99.2           Term Sheet, dated as of December 8, 2020

99.3           Issues List, dated as of December 14, 2020

99.4           Wells Proposal, dated as of December 22, 2020

104          Cover Page Interactive Data File (formatted as Inline XBRL with
             applicable taxonomy extension information contained in Exhibits
             101.*). (Filed herewith)

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