Obligation CBL & Associates 5.25% ( US12505JAA16 ) en USD

CBL & Associates

68.01 % ⇌

Etats-unis

US12505JAA16 ( en USD )

5.25% par an ( paiement semestriel ) - Obligation en défaut, paiements suspendus

30/11/2023 - Obligation échue

Prospectus brochure de l'obligation CBL & Associates US12505JAA16 en USD 5.25%, échue

2 000 USD

450 000 000 USD

12505JAA1

N/A

L'Obligation émise par CBL & Associates ( Etats-unis ) , en USD, avec le code ISIN US12505JAA16, paye un coupon de 5.25% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 30/11/2023

L'Obligation émise par CBL & Associates ( Etats-unis ) , en USD, avec le code ISIN US12505JAA16, a été notée NR par l'agence de notation Moody's.

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Table of contents
TABLE OF CONTENTS 2
Table of Contents

Proposed
Maximum
Amount of
Title of Each Class of
Aggregate
Registration
Securities to be Registered

Offering Price

Fee(1)

5.250% Senior Notes due 2023

$450,000,000
$57,960

(1)
Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended.
Filed Pursuant to Rule 424(b)(2)
Registration Nos.: 333-182515 and 333-182515-01
PROSPECTUS SUPPLEMENT
(To Prospectus dated September 17, 2013)
$450,000,000 5.250% Senior Notes Due 2023
Limited Guarantee by CBL & Associates Properties, Inc.
CBL & Associates Limited Partnership (the "Operating Partnership") is issuing $450 million aggregate principal amount of its
5.250% Senior Notes Due 2023 in this offering (the "notes"). Interest on the notes will be payable semiannual y in arrears on
June 1 and December 1 of each year, beginning on June 1, 2014. The notes will mature on December 1, 2023 unless
redeemed at the Operating Partnership's sole option prior to such date. The Operating Partnership may, at its sole option, at
any time and from time to time, redeem all or any portion of the notes at the prices therefor described herein.
The notes will be the Operating Partnership's unsecured and unsubordinated indebtedness, will rank equally with the
Operating Partnership's existing and future unsecured and unsubordinated indebtedness, and will be effectively junior to al
liabilities and any preferred equity of the Operating Partnership's subsidiaries and to all of the Operating Partnership's
indebtedness that is secured by the Operating Partnership's assets, to the extent of the value of the assets securing such
indebtedness.
CBL & Associates Properties, Inc. (the "Company") will provide a limited guarantee (the "limited guarantee") with respect to
the notes for any losses suffered solely by reason of fraud or willful misrepresentation by the Operating Partnership or its
affiliates. The limited guarantee will be an unsecured and unsubordinated obligation of the Company and will rank equally in
right of payment with other unsecured and unsubordinated indebtedness of the Company from time to time outstanding.
However, the Company has no material assets other than its indirect interest in the Operating Partnership.
Investing in the notes involves significant risks. See "Risk Factors" beginning on page S-7 of this prospectus
supplement and on page 5 of the accompanying prospectus, as well as under the caption "Risk Factors" in the
Company's Annual Report on Form 10-K for the year ended December 31, 2012 filed on March 1, 2013 (the
Company's "2012 10-K"), the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31,
2013 filed on May 10, 2013 (the Company's "First Quarter 2013 10-Q"), the Company's Quarterly Report on
Form 10-Q for the quarterly period ended June 30, 2013 filed on August 8, 2013 (the Company's "Second Quarter
2013 10-Q") and the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2013
filed on November 12, 2013 (the Company's "Third Quarter 2013 10-Q"), which are incorporated by reference in this
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prospectus supplement, before making a decision to invest in the notes.
The notes are a new issue of securities with no established trading market. The Operating Partnership does not intend to list
the notes on any national securities exchange or have the notes quoted on any automated dealer quotation system. Currently,
there is no public market for the notes.

Per Note

Total

Public offering price (1)

98.972%
$ 445,374,000
Underwriting Discount

0.650%
$ 2,925,000
Proceeds, before expenses, to the Operating Partnership (1)

98.322%
$ 442,449,000

(1) Plus accrued interest from November 26, 2013, if settlement occurs after that date.
Neither the Securities and Exchange Commission (the "SEC") nor any state or other securities commission has
approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus
supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.
The underwriters expect to deliver the notes in book-entry only form through the facilities of The Depository Trust Company
and its direct and indirect participants, including Euroclear Bank S.A/N.V., as operator of the Euroclear System, and
Clearstream Banking, société anonyme, against payment in New York, New York on or about November 26, 2013.
Joint book-running managers
J.P. Morgan
US Bancorp
Wells Fargo Securities
Senior co-managers
BofA Merrill Lynch

PNC Capital Markets LLC
Co-managers
BB&T Capital Markets
Mitsubishi UFJ Securities
RBC Capital Markets

Regions Securities LLC
November 21, 2013.
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Table of Contents
Table of contents
Prospectus supplement

Page

ABOUT THIS PROSPECTUS SUPPLEMENT
S-i

HOW TO OBTAIN MORE INFORMATION
S-iii

FORWARD-LOOKING STATEMENTS
S-iv

PROSPECTUS SUPPLEMENT SUMMARY
S-1

RISK FACTORS
S-7

USE OF PROCEEDS
S-13

DESCRIPTION OF THE OPERATING PARTNERSHIP'S NOTES AND THE LIMITED
GUARANTEE
S-14

UNDERWRITING (CONFLICTS OF INTEREST)
S-32

LEGAL MATTERS
S-37
Prospectus

ABOUT THIS PROSPECTUS
1

HOW TO OBTAIN MORE INFORMATION
1

INCORPORATION OF INFORMATION FILED WITH THE SEC
2

FORWARD-LOOKING STATEMENTS
3

RATIO OF EARNINGS TO FIXED CHARGES AND RATIO OF EARNINGS TO COMBINED
FIXED CHARGES AND PREFERRED STOCK DIVIDENDS
4

RISK FACTORS
5

CBL & ASSOCIATES PROPERTIES, INC. AND CBL & ASSOCIATES LIMITED
PARTNERSHIP
5

USE OF PROCEEDS
6

DESCRIPTION OF CAPITAL STOCK OF CBL & ASSOCIATES PROPERTIES, INC.
6

DESCRIPTION OF DEPOSITARY SHARES OF CBL & ASSOCIATES PROPERTIES, INC.
17

DESCRIPTION OF DEBT SECURITIES OF CBL & ASSOCIATES PROPERTIES, INC.
17

DESCRIPTION OF WARRANTS OF CBL & ASSOCIATES PROPERTIES, INC.
24

DESCRIPTION OF RIGHTS OF CBL & ASSOCIATES PROPERTIES, INC.
26

DESCRIPTION OF UNITS OF CBL & ASSOCIATES PROPERTIES, INC.
27
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DESCRIPTION OF DEBT SECURITIES OF THE OPERATING PARTNERSHIP AND
RELATED GUARANTEE
27

MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS
40

DESCRIPTION OF THE PARTNERSHIP AGREEMENT
65

PLAN OF DISTRIBUTION
68

SELLING SECURITY HOLDERS
70

LEGAL MATTERS
70

EXPERTS
70
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Table of Contents
About this prospectus supplement
This document is in two parts. The first part is this prospectus supplement, which describes the terms of the notes and the
offer and sale of the notes and also adds to and updates information contained in the accompanying prospectus and the
documents incorporated by reference into this prospectus supplement and the accompanying prospectus. The second part is
the accompanying prospectus, which gives more general information, including information about certain of our securities
generally, some of which does not apply to this offering of notes. This prospectus supplement may add, update or change
information contained or incorporated by reference in the accompanying prospectus. If the information contained or
incorporated by reference in this prospectus supplement is inconsistent with any information contained or incorporated by
reference in the accompanying prospectus, the information contained or incorporated by reference in this prospectus
supplement will apply and will supersede the inconsistent information contained or incorporated by reference in the
accompanying prospectus.
It is important for you to read and consider all of the information contained in this prospectus supplement and the
accompanying prospectus before making your investment decision. You should also read and consider the additional
information incorporated by reference in this prospectus supplement and the accompanying prospectus before making your
investment decision. See "How to Obtain More Information" and "Incorporation of Information Filed with the SEC" in this
prospectus supplement and the accompanying prospectus.
Unless otherwise indicated or unless the context requires otherwise, all references in this prospectus supplement and the
accompanying prospectus to the terms "the Company," "we," "our" and "us" mean CBL & Associates Properties, Inc., and its
subsidiaries, except where it is made clear that the term means only CBL & Associates Properties, Inc., and the term
"Operating Partnership" means CBL & Associates Limited Partnership. The Company currently owns an indirect majority
interest in the Operating Partnership, and one of its wholly owned subsidiaries, CBL Holdings I, Inc., a Delaware corporation,
is the Operating Partnership's sole general partner. The term "you" refers to a prospective investor in the notes.
You should rely only on the information contained in or incorporated by reference in this prospectus supplement, the
accompanying prospectus and any related free writing prospectus required to be filed with the SEC. The Company and the
Operating Partnership have not, and the underwriters have not, authorized any other person to provide you with additional or
different information. If anyone provides you with additional or different information, you should not rely on it. You should
assume that the information appearing in this prospectus supplement, the accompanying prospectus, the documents
incorporated by reference herein and therein, and any free writing prospectus required to be filed with the SEC is accurate
only as of the respective date of such document or on the date or dates which are specified in such documents. Our business,
financial condition, liquidity, results of operations, cash flows or prospects may have changed since those dates.
The distribution of this prospectus supplement and the accompanying prospectus and the offering of the notes in certain
jurisdictions may be restricted by law. If you possess this prospectus supplement and the accompanying prospectus, you
should research and observe these restrictions. The Company and the Operating Partnership are not, and the underwriters
are not, making an offer to sel these securities in any jurisdiction where the offer or sale is not permitted. This prospectus
supplement and the accompanying prospectus are not an offer to sel the notes and are not soliciting an offer to buy the notes
in any jurisdiction where the offer or sale is not permitted or where the person making the offer or sale is not qualified to do so
or to any person to whom it is not permitted to make such offer or sale.
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How to obtain more information
We are subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act")
and, in accordance therewith, we file annual, quarterly and current reports, proxy statements and other information with the
SEC. You may read and copy any reports, statements or other information we file with the SEC at the SEC's Public
Reference Room located at 100 F Street, N.E., Washington, D.C. 20549. Please cal the SEC at 1-800-SEC-0330 for further
information on the operation of the Public Reference Room. The SEC maintains an Internet website (http://www.sec.gov) that
contains reports, proxy statements and information statements, and other information regarding issuers that file electronically
through the SEC's Electronic Data Gathering, Analysis and Retrieval (EDGAR) system. Our SEC filings are also available on
our Internet website (cblproperties.com). The information contained on or connected to our website is not, and you must not
consider the information to be, a part of this prospectus supplement or the accompanying prospectus.
We have filed with the SEC a registration statement on Form S-3, as amended, of which this prospectus supplement is a part,
under the Securities Act of 1933, as amended ("Securities Act") with respect to the securities offered by this prospectus
supplement. This prospectus supplement does not contain all of the information set forth in the registration statement, certain
parts of which are omitted in accordance with the rules and regulations of the SEC. For further information concerning the
Company and the securities, reference is made to the registration statement. Statements contained in this prospectus
supplement as to the contents of any contract or other documents are not necessarily complete, and in each instance,
reference is made to the copy of such contract or documents filed as exhibits to the registration statement, each such
statement being qualified in all respects by such reference.
The SEC allows us to "incorporate by reference" information into this prospectus supplement and the accompanying
prospectus, which means that we can disclose important information to you by referring you to another document filed
separately with the SEC. The information incorporated by reference is deemed to be part of this prospectus supplement and
the accompanying prospectus, except for any information superseded by information in this prospectus supplement or the
accompanying prospectus. This prospectus supplement and the accompanying prospectus incorporate by reference the
documents set forth below and set forth under the heading "Incorporation of Information Filed with the SEC" in the
accompanying prospectus that we have previously filed with the SEC. These documents contain important information about
us, our business and our finances.
·
Our Third Quarter 2013 10-Q
·
Our Current Report on Form 8-K dated and filed on the fol owing dates:*

Dated
Filed

September 17, 2013
September 17, 2013

*
Other than information that has been furnished to, and not filed with, the SEC, which information is not incorporated into this prospectus supplement or
the accompanying prospectus
Al documents which we file pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (other than, in each case,
documents or information deemed to have been furnished and not filed in accordance with SEC rules) after the date of this
prospectus supplement but before the termination of this offering will also be considered to be incorporated by reference.
If you request, either orally or in writing, we wil provide you with a copy of any or all documents which are incorporated by
reference. Such documents will be provided to you free of charge, but will not contain any exhibits, unless those exhibits are
incorporated by reference into the document. Requests should be addressed to our Senior Vice President--Investor Relations
and Corporate Investments, CBL Center, 2030 Hamilton Place Blvd., Suite 500, Chattanooga, Tennessee 37421-6000
(telephone number (423) 855-0001).
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Forward-looking statements
This prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein and therein
may include forward-looking statements within the meaning of Section 27A of the Securities Act, and Section 21E of the
Exchange Act and the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, as amended. Al
statements other than statements of historical fact should be considered to be forward-looking statements.
Forward-looking statements can often be identified by the use of forward-looking terminology, such as "will," "may," "should,"
"could," "believes," "expects," "anticipates," "estimates," "intends," "projects," "goals," "objectives," "targets," "predicts,"
"plans," "seeks," and variations of these words and similar expressions. Any forward-looking statement speaks only as of the
date on which it is made and is qualified in its entirety by reference to the factors discussed throughout this prospectus
supplement, the accompanying prospectus and the documents incorporated by reference herein and therein.
Although we believe the expectations reflected in any forward-looking statements are based on reasonable assumptions,
forward-looking statements are not guarantees of future performance or results and we can give no assurance that these
expectations will be attained. It is possible that actual results may differ materially from those indicated by these forward-
looking statements due to a variety of known and unknown risks and uncertainties. Some of the factors that could cause
actual results to differ include, without limitation:
·
general industry, economic and business conditions;
·
interest rate fluctuations;
·
costs and availability of capital, and capital requirements;
·
costs and availability of real estate properties;
·
inability to consummate acquisition opportunities and other risks associated with acquisitions;
·
competition from other companies and retail formats;
·
changes in retail rental rates in our markets;
·
shifts in customer demands;
·
tenant bankruptcies or store closings;
·
changes in vacancy rates at our properties;
·
changes in operating expenses;
·
changes in applicable laws, rules and regulations;
·
sales of real property;
·
the ability to obtain suitable equity and/or debt financing and the continued availability of financing in the amounts and
on the terms necessary to support our future refinancing requirements and business; and
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·
other risks referenced from time to time in filings with the SEC and those factors listed or incorporated by reference
into this prospectus supplement.
This list of risks and uncertainties, however, is only a summary and is not intended to be exhaustive. For a discussion of these
and other factors that could cause actual results to differ from those contemplated in the forward-looking statements, please
see the discussions under "Risk Factors," beginning on page S-7 of this prospectus supplement and on page 5 of the
accompanying prospectus and under "Risk Factors" in the Company's 2012 10-K, the Company's Second Quarter 2013 10-Q
and the Company's Third Quarter 2013 10-Q, which are incorporated by reference in this prospectus supplement and the
accompanying prospectus and have been filed with the SEC, as wel as other information contained in our publicly available
filings with the SEC. Except as may be otherwise required, we do not undertake to update any of these factors or to
announce publicly any revisions to forward-looking statements, whether as a result of new information, future events or
otherwise.
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Prospectus supplement summary
The following summary may not contain all of the information that is important to you. You should read carefully this entire
prospectus supplement, the accompanying prospectus and the documents incorporated by reference in this prospectus
supplement and the accompanying prospectus before deciding whether to invest in the notes. In this prospectus supplemen
and the accompanying prospectus, unless otherwise indicated or unless the context requires otherwise, all references to th
terms "the Company," "we," "our" and "us" mean CBL & Associates Properties, Inc., and its subsidiaries, except where it is
made clear that the term means only CBL & Associates Properties, Inc., and the term "Operating Partnership" means CBL
Associates Limited Partnership. Unless otherwise indicated, the information in this prospectus supplement is as of the date
of this prospectus supplement.
Company overview
We are a self-managed, self-administered, ful y integrated real estate investment trust ("REIT") that is engaged in the
ownership, development, acquisition, leasing, management and operation of regional shopping mal s, open-air centers, outlet
centers, associated centers, community centers and office properties. As of September 30, 2013, we owned interests in a
portfolio of properties, consisting of 75 enclosed regional mal s, open-air centers and outlet centers (including one mixed-use
center), 25 associated centers (each located adjacent to a regional mal ), seven community centers, eight office buildings
(including our corporate office building), and joint venture investments in similar types of properties. We may also own from
time to time shopping center properties that are under development or construction, as wel as options to acquire certain
shopping center development properties. Our shopping center properties are located in 27 states, but are primarily in the
southeastern and midwestern United States. We have elected to be taxed as a REIT for federal income tax purposes.
We conduct substantial y all of our business through the Operating Partnership. We currently own an indirect majority interest
in our Operating Partnership, and one of our wholly owned subsidiaries, CBL Holdings I, Inc., a Delaware corporation, is its
sole general partner. To comply with certain technical requirements of the Internal Revenue Code of 1986, as amended (the
"Internal Revenue Code") applicable to REITs, our property management and development activities are carried out through
CBL & Associates Management, Inc. (our "Management Company"). Our Management Company is a wholly owned
subsidiary of our Operating Partnership.
Our principal executive offices are located at CBL Center, 2030 Hamilton Place Blvd., Suite 500, Chattanooga, Tennessee
37421-6000, and our telephone number is (423) 855-0001. Our website can be found at cblproperties.com. The information
contained on or connected to our website is not, and you must not consider the information to be, a part of this prospectus
supplement or the accompanying prospectus.

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The offering
Issuer

CBL & Associates Limited Partnership

Securities Offered
$450 million aggregate principal amount of 5.250% Senior Notes
Due 2023

Maturity Date
The notes will mature on December 1, 2023, unless redeemed
at the Operating Partnership's sole option prior to such date.

Interest Rate
5.250% per year, accruing from November 26, 2013 (subject to
increase under certain circumstances as described under
"Description of the Operating Partnership's Notes and the
Limited Guarantee--Interest Rate Adjustment").

Interest Payment Dates
June 1 and December 1 of each year, beginning on June 1,
2014.

Optional Redemption
The notes will be redeemable, at the Operating Partnership's
sole option, in whole at any time or in part from time to time, in
each case prior to September 1, 2023 (i.e., three months prior
to the stated maturity date of the notes), for cash, at a
redemption price equal to the greater of (1) 100% of the
aggregate principal amount of the notes to be redeemed or
(2) an amount equal to the sum of the present values of the
remaining scheduled payments of principal of and interest on the
notes to be redeemed, not including any portion of the payments
of interest accrued to, but not including, such redemption date,
discounted to such redemption date on a semi-annual basis
(assuming a 360-day year consisting of twelve 30-day months)
at the Treasury Rate plus 0.40%, or 40 basis points, plus, in
each case (1) and (2), accrued and unpaid interest, if any, on
the principal amount of the notes to be redeemed to, but not
including, such redemption date. In addition, at any time on or
after September 1, 2023 (i.e., three months prior to the stated
maturity date of the notes), the notes will be redeemable, at our
sole option, in whole at any time or in part from time to time, for
cash, at a redemption price equal to 100% of the aggregate
principal amount of the notes to be redeemed plus accrued and
unpaid interest, if any, on the principal amount of the notes to be
redeemed to, but not including, such redemption date.

Limited Guarantor
CBL & Associates Properties, Inc.

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