UNITED STATES

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C.  20549

FORM 8-A/A

Amendment No. 1

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR (g) OF THE

SECURITIES EXCHANGE ACT OF 1934

2030 Hamilton Place Blvd., Suite 500, Chattanooga, TN 37421-6000

(Address of principal executive office, including zip code)

423-855-0001

(Registrant's telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

General

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 (collectively, the “Debtors”) 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 “Court”).

On August 11, 2021, the Court entered an order, Docket No. 1397 (the “Confirmation Order”) confirming the proposed Third Amended Joint Chapter 11 Plan of CBL & Associates Properties, Inc. and its Affiliated Debtors (With Technical Modifications) (the “Plan”), which provides for the reorganization of the Company and certain subsidiaries, a copy of which Confirmation Order was included as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on August 12, 2021 and which is incorporated herein by reference.

On November 1, 2021 (the “Effective Date”), the Company satisfied the conditions of the Confirmation Order and the Plan became effective.

Pursuant to the Plan, on the Effective Date, all shares of the REIT’s common stock, par value $0.01 per share (the “Old Common Stock”), issued and outstanding immediately before the Effective Date were cancelled. This Registration Statement registers under Section 12(b) of the Securities Exchange Act of 1934, as amended, the REIT’s new Common Stock, par value $0.001 per share (the “New Common Stock”), shares of which were issued on the Effective Date pursuant to the Plan. The New Common Stock has been approved for trading on the New York Stock Exchange beginning on November 2, 2021 under the symbol “CBL.” The transfer agent and registrar for the New Common Stock is Computershare Inc., a Delaware corporation.

Also on the Effective Date, as part of the transactions undertaken pursuant to the Plan, the REIT adopted and filed a Second Amended and Restated Certificate of Incorporation (the “Amended and Restated COI”) with the office of the Secretary of State of the State of Delaware and adopted the Fourth Amended and Restated Bylaws of the REIT (the “Amended and Restated Bylaws”). The Amended and Restated COI and Amended and Restated Bylaws were included as Exhibits 3.1 and 3.2 to the Company’s Current Report on Form 8-K filed with the SEC on November 2, 2021 and is incorporated herein by reference.

Also on the Effective Date, as part of the transactions undertaken pursuant to the Plan, the REIT entered into the registration rights agreement (the “Registration Rights Agreement”) with certain parties who received New Common Stock on the Effective Date. The Registration Rights Agreement was included as Exhibit 10.5 to the Company’s Current Report on Form 8-K filed with the SEC on November 2, 2021 and is incorporated herein by reference.

The Company hereby incorporates by reference herein the description of the securities to be registered hereunder set forth under the headings “Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year” and “Registration Rights Agreement” in the Company’s Current Report on Form 8-K filed with the SEC on November 2, 2021. Such description of the changes to the New Common Stock amends and replaces in its entirety the description of the Old Common Stock set forth in the Registration Statement on Form 8-A, filed with the SEC on October 25, 1993. The description of the Registration Rights Agreement, Amended and Restated COI and Amended and Restated Bylaws incorporated by reference herein does not purport to be complete and is qualified in its entirety by reference to the full text of the Registration Rights Agreement, Amended and Restated COI and Amended and Restated Bylaws incorporated by reference herein.

Pursuant to the Instructions as to Exhibits with respect to Form 8-A, the following exhibits are being filed with the Commission in connection with this Registration Statement on Form 8-A:

SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.