Obligation CBL & Partners 5.95% ( US12505JAD54 ) en USD

CBL & Partners

100 % ▲

Etats-unis

US12505JAD54 ( en USD )

5.95% par an ( paiement semestriel ) - Obligation en défaut, paiements suspendus

15/12/2026 - Obligation échue

Prospectus brochure de l'obligation CBL & Associates US12505JAD54 en USD 5.95%, échue

2 000 USD

625 000 000 USD

12505JAD5

N/A

CBL & Associates Properties, Inc. était une société de placements immobiliers cotée en bourse qui possédait et gérait principalement des centres commerciaux régionaux aux États-Unis, avant sa faillite et sa liquidation en 2020.

L'Obligation émise par CBL & Partners ( Etats-unis ) , en USD, avec le code ISIN US12505JAD54, paye un coupon de 5.95% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/12/2026

L'Obligation émise par CBL & Partners ( Etats-unis ) , en USD, avec le code ISIN US12505JAD54, a été notée NR par l'agence de notation Moody's.

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TABLE OF CONTENTS
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-205457

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

Offering Price

Fee(1)

5.950% Senior Notes due 2026

$221,062,500

$25,621.14

(1)
Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended.
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-205457
PROSPECTUS SUPPLEMENT
(To Prospectus dated July 2, 2015)
CBL & Associates Limited Partnership
$225,000,000 5.950% Senior Notes Due 2026
Limited Guarantee by CBL & Associates Properties, Inc.
CBL & Associates Limited Partnership (the "Operating Partnership") is issuing $225 million aggregate principal amount of its 5.950% Senior Notes due 2026 in this offering. The notes
offered hereby constitute an additional issuance of our 5.950% Senior Notes due 2026, $400 million aggregate principal amount of which were previously issued on December 13, 2016 and are
outstanding. The notes offered hereby will become part of the same series as the outstanding 5.950% Senior Notes due 2026 for all purposes and are referred to herein, together with such
outstanding notes, as the "notes." Upon consummation of this offering, the aggregate principal amount outstanding of our 5.950% Senior Notes due 2026, including the notes offered hereby,
will be $625 million.
Interest on the notes will be payable semiannually in arrears on June 15 and December 15 of each year. The first interest payment with respect to the notes offered hereby will be on
December 15, 2017 and will include accrued interest from, and including, June 15, 2017, the last interest payment date with respect to the notes previously issued. The notes will mature on
December 15, 2026, 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 applicable redemption price 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 all 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-6 of this prospectus supplement and in the
Company's and the Operating Partnership's Annual Report on Form 10-K for the year ended December 31, 2016 (the "2016 10-K") which
was filed with the Securities and Exchange Commission (the "SEC") on March 1, 2017, and is incorporated by reference in this prospectus
supplement, before making a decision to invest in the notes.
The Operating Partnership does not intend to apply for listing of the notes on any securities exchange or for the inclusion of the notes on any automated dealer quotation system.

Per Note

Total

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Public offering price(1)

98.250%

$221,062,500

Underwriting discount

0.650%

$1,462,500

Proceeds, before expenses, to the Operating Partnership(1)

97.600%

$219,600,000

(1)
Plus accrued interest from, and including, June 15, 2017 to, but excluding, September 1, 2017, in the amount of $2,826,250 (assuming the settlement date is September 1, 2017). Such
accrued interest must be paid by the purchasers of the notes offered hereby.
Neither 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 ("DTC") and its direct and indirect participants, including
Euroclear Bank S.A/N.V., as operator of the Euroclear System, and Clearstream Banking, S.A., against payment in New York, New York on or about September 1, 2017.
Joint Book-Running Managers
Wells Fargo Securities

Jefferies

US Bancorp
Goldman Sachs & Co. LLC

Stifel
Co-Managers
BB&T Capital Markets

FTN Financial Securities Corp.
Regions Securities LLC

Ramirez & Co., Inc.

The date of this prospectus supplement is August 29, 2017.
Table of Contents
TABLE OF CONTENTS
Prospectus supplement

Page

ABOUT THIS PROSPECTUS SUPPLEMENT

ii
HOW TO OBTAIN MORE INFORMATION

iii
FORWARD-LOOKING STATEMENTS

iv
PROSPECTUS SUPPLEMENT SUMMARY
S-1
RISK FACTORS
S-6
USE OF PROCEEDS
S-11
RATIO OF EARNINGS TO FIXED CHARGES
S-12
DESCRIPTION OF THE OPERATING PARTNERSHIP'S NOTES AND THE LIMITED GUARANTEE
S-13
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS
S-23
UNDERWRITING (CONFLICTS OF INTEREST)
S-25
LEGAL MATTERS
S-29
EXPERTS
S-30

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

5
RISK FACTORS

6
CBL & ASSOCIATES PROPERTIES, INC. AND CBL & ASSOCIATES LIMITED PARTNERSHIP

6
USE OF PROCEEDS

7
DESCRIPTION OF CAPITAL STOCK OF CBL & ASSOCIATES PROPERTIES, INC.

7
DESCRIPTION OF DEPOSITARY SHARES OF CBL & ASSOCIATES PROPERTIES, INC.

18
DESCRIPTION OF WARRANTS OF CBL & ASSOCIATES PROPERTIES, INC.

18
DESCRIPTION OF RIGHTS OF CBL & ASSOCIATES PROPERTIES, INC.

19
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DESCRIPTION OF UNITS OF CBL & ASSOCIATES PROPERTIES, INC.

20
DESCRIPTION OF THE PARTNERSHIP AGREEMENT OF CBL & ASSOCIATES LIMITED

PARTNERSHIP

21
DESCRIPTION OF DEBT SECURITIES OF CBL & ASSOCIATES LIMITED PARTNERSHIP AND

RELATED LIMITED GUARANTEES

24
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS

43
PLAN OF DISTRIBUTION

68
SELLING SECURITY HOLDERS

70
LEGAL MATTERS

70
EXPERTS

71
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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" in this prospectus supplement and
the accompanying prospectus and "Incorporation of Information Filed with the SEC" in 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 the Company's wholly owned subsidiaries, CBL Holdings
I, Inc., a Delaware corporation, is the Operating Partnership's sole general partner. Certain capitalized terms used herein but not defined shall have the
meanings given to them in the accompanying prospectus, the indenture, the notes or the related limited guarantee, as the case may be. 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 sell 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 sell 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
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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 call 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 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 document filed as an exhibit 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
subsequent documents filed with the SEC before the termination of this offering or in this prospectus supplement or the accompanying prospectus. This
prospectus supplement and the accompanying prospectus incorporate by reference the documents set forth below that we have previously filed with the
SEC. These documents contain important information about us, our business and our financial position and results of operations.
·
Our 2016 10-K
·
Our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2017 filed on May 10, 2017
·
Our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2017 filed on August 9, 2017
·
Our Current Reports on Form 8-K (and any amendments to such reports on Form 8-K/A) dated and filed on the following dates:
Dated

Filed
February 7, 2017
February 13, 2017
April 10, 2017
April 10, 2017
May 8, 2017*
May 12, 2017*
July 28, 2017
August 3, 2017
August 29, 2017**
August 29, 2017**
*
Filed solely by CBL & Associates Properties, Inc.
**
Amendment to our Current Report on Form 8-K dated July 28, 2017
iii
Table of Contents
All 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 except to the extent information contained therein is superseded as contemplated
above.
If you request, either orally or in writing, we will 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 Executive Vice President--Chief Investment Officer, CBL Center, 2030 Hamilton Place Blvd.,
Suite 500, Chattanooga, Tennessee 37421-6000 (telephone number (423) 855-0001).
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. All statements other than statements of historical fact should be considered to be
forward-looking statements.
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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;
·
inability to consummate acquisition opportunities and other risks associated with acquisitions;
·
competition from other companies and retail formats;
·
changes in retail demand and 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;
iv
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·
sales of real property;
·
cyber-attacks or acts of cyber-terrorism;
·
changes in our credit ratings;
·
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
·
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-6 of this prospectus supplement and in Item 1A of our 2016 10-K, which is incorporated by reference in this prospectus supplement
and the accompanying prospectus and has been filed with the SEC, as well 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.
v
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Table of Contents
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. 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, fully integrated real estate investment trust ("REIT") that is engaged in the ownership, development,
acquisition, leasing, management and operation of regional shopping malls, open-air and mixed-use centers, outlet centers, associated centers,
community centers and office properties. As of June 30, 2017, we owned interests in a portfolio of properties (including joint venture investments),
consisting of 70 enclosed regional malls, open-air centers and outlet centers (including one mixed-use center), 23 associated centers (each located
adjacent to a regional mall), 9 community centers, and 5 office buildings (including two corporate office buildings). We may also own from time to
time shopping center properties that are under development or construction, as well as options to acquire certain shopping center development
properties. As of June 30, 2017, our shopping center properties were located in 26 states, but were primarily in the southeastern and midwestern United
States. We have elected to be taxed as a REIT for federal income tax purposes.
We conduct substantially 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., 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.
S-1
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The Offering
Issuer

CBL & Associates Limited Partnership

Securities Offered
$225 million aggregate principal amount of 5.950%
Senior Notes due 2026. The notes offered by this
prospectus supplement constitute an additional issuance of
our 5.950% Senior Notes due 2026, $400 million
aggregate principal amount of which were previously
issued on December 13, 2016 and are outstanding. The
notes offered hereby will become part of the same series
as the outstanding 5.950% Senior Notes due 2026 for all
purposes.

Maturity Date
The notes will mature on December 15, 2026, unless
redeemed at the Operating Partnership's sole option prior
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to such date.

Interest Rate
5.950% per year

Interest Payment Dates
June 15 and December 15 of each year. The first interest
payment date for the notes offered hereby will be
December 15, 2017.

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 15,
2026 (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 0.500%,
or 50 basis points, plus, in the case of each of (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 15, 2026 (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.

Limited Guarantee
CBL & Associates Properties, Inc. will provide a 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.

Use of Proceeds
The net proceeds from the sale of the notes offered hereby
are estimated to be approximately $218.9 million after
deducting the underwriting discount and our other
estimated offering expenses and excluding $2,826,250
(assuming the settlement date for this offering occurs on
September 1, 2017) payable to us in respect of interest
accrued on the notes for the period from, and including,
June 15, 2017 to, but excluding, the settlement date for
this offering. The Operating Partnership intends to use the
net proceeds to reduce amounts outstanding under its
revolving credit facilities and for general business
purposes. See "Use of Proceeds" in this prospectus
supplement.
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S-2
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Conflicts of Interest

Affiliates of certain of the underwriters are lenders under
our revolving credit facilities and will receive their pro
rata portions of any amounts repaid under these loans. See
"Underwriting (Conflicts of Interest)--Conflicts of
Interest" in this prospectus supplement.

Certain Covenants
The Operating Partnership will make various covenants
with respect to the notes, including the following:

· Neither the Company nor the Operating Partnership
will incur, or permit any of the Subsidiaries to incur,
any Debt if, immediately after giving effect to the
incurrence of such Debt, the aggregate principal amount
of outstanding Debt is greater than 60% of the sum of
Total Assets and certain other assets of the Company,
the Operating Partnership and the Subsidiaries.

· Neither the Company nor the Operating Partnership
will incur, or permit any of the Subsidiaries to incur,
any Debt secured by any Lien on any of their respective
property or assets if, immediately after giving effect to
the incurrence of such Debt, the aggregate principal
amount of outstanding Debt of the Company, the
Operating Partnership and the Subsidiaries, which is
secured by a Lien on any property or assets, is greater
than 40% of the sum of Total Assets and certain other
assets of the Company, the Operating Partnership and
the Subsidiaries.

· Neither the Company nor the Operating Partnership
will incur, or permit any of the Subsidiaries to incur,
any Debt if the ratio of Consolidated Income Available
for Debt Service to Annual Debt Service Charge, in
each case for the period consisting of the four
consecutive fiscal quarters most recently ended, shall
have been less than 1.5:1 on a pro forma basis, subject
to certain assumptions.

· The Company, the Operating Partnership and the
Subsidiaries, on an aggregate basis, will not have at any
time Total Unencumbered Assets of less than 150% of
the aggregate principal amount of outstanding
Unsecured Debt. All investments in unconsolidated
limited partnerships, unconsolidated limited liability
companies and other unconsolidated entities shall be
excluded from Total Unencumbered Assets.

· The Company and the Operating Partnership will not
consummate a merger, consolidation or sale of all or
substantially all of its assets, subject to certain
exceptions as described under "Description of Debt
Securities of CBL & Associates Limited Partnership
and Related Guarantees--Merger, Consolidation and
Transfer of Assets."
S-3
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Table of Contents

· Whether or not the Operating Partnership or the
Company is subject to Section 13 or 15(d) of the
Exchange Act, the Company will deliver to all
registered holders of the notes (1) all annual and
quarterly financial information that would be required
to be contained in filings with the SEC on Forms 10-K
and 10-Q if the Company or the Operating Partnership
were required to make those filings, including a
"Management's Discussion and Analysis of Financial
Condition and Results of Operations", such documents
to be delivered on or prior to the respective dates by
which the Company would have been required to file
such documents with the SEC if the Company were so
subject, and (2) all current reports that would be
required to be filed with the SEC on Form 8-K if the
Company and the Operating Partnership were required
to file such reports, such documents to be delivered on
or prior to the fifteenth day following the respective
dates by which the Company would have been required
to file such documents with the SEC if the Company
were so subject. The availability of the foregoing
materials on the SEC's website or on the Company's
website shall be deemed to satisfy the foregoing
delivery obligations and any delivery obligations to the
holders of the notes. If the materials referenced in the
immediately preceding sentence are not available on the
SEC's website or on the Company's website, we will
supply copies of such materials to any prospective
holder promptly upon such prospective holder's written
request to the Company therefor and payment to the
Company of the reasonable cost of duplication and
delivery of such materials.

These covenants are subject to a number of important
exceptions and qualifications. For further information and
the definition of the terms used above, see "Description of
the Operating Partnership's Notes and the Limited
Guarantee--Certain Covenants" in this prospectus
supplement and "Description of Debt Securities of CBL &
Associates Limited Partnership and Related Limited
Guarantees--Covenants" in the accompanying
prospectus.

No Limitation on Incurrence of New Debt
Subject to compliance with covenants relating to our
aggregate secured and unsecured debt, maintenance of
total unencumbered assets and debt service coverage, the
indenture does not limit the amount of debt we may issue
under the indenture or otherwise.

Ranking
The notes will be the unsecured and unsubordinated
indebtedness of the Operating Partnership and will rank
equally in right of payment with all of the Operating
Partnership's existing and future unsecured and
unsubordinated indebtedness, and will be effectively
junior to all of the 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.
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As of June 30, 2017, the Operating Partnership had
$2.1 billion of indebtedness, all of which was unsecured
and unsubordinated indebtedness. As of June 30, 2017,
the Operating Partnership's consolidated subsidiaries had
$2.3 billion of total liabilities and no preferred equity of
such consolidated subsidiaries was outstanding.

Further Issuances
The Operating Partnership may, from time to time,
without notice to or the consent of the holders of the notes
offered by this prospectus supplement and the
accompanying prospectus, issue additional debt securities
with the same terms as such notes (other than the date of
issuance and, under certain circumstances, the issue price,
the date from which interest begins to accrue and the first
payment of interest thereon), provided that any additional
debt securities must be fungible with the notes offered by
this prospectus supplement and the accompanying
prospectus for U.S. federal income tax purposes, and such
additional debt securities will form a single series of debt
securities under the indenture with the notes offered
hereby.

No Public Market
Although we did not apply to list the notes on any
securities exchange or include the notes on any automated
dealer quotation system, a trading market currently exists
for the $400 million aggregate principal amount of the
notes we previously issued. The underwriters have
advised us that they currently intend to continue to make
a market in the notes, but they are not obligated to do so
and may cease market-making activities at any time
without notice. No assurance can be given as to the
liquidity of the trading markets for the notes or that an
active market for the notes will be maintained. If an
active trading market for the notes is not maintained, the
market price and liquidity of the notes may be adversely
affected.

Book-Entry Form
The notes will be issued in denominations of $2,000 and
integral multiples of $1,000 in excess thereof. Notes will
be represented by one or more global notes in fully
registered form, deposited with the trustee as custodian
for, and registered in the name of, a nominee of DTC, as
depository. Except in the limited circumstances described
under "Description of the Operating Partnership's Notes
and the Limited Guarantee--Book-Entry System," notes
in certificated form will not be issued or exchanged for
interests in global notes.

Risk Factors
You should read carefully the "Risk Factors" in this
prospectus supplement, as well as in Item 1A of our 2016
10-K, which is incorporated by reference in this
prospectus supplement and the accompanying prospectus,
before making a decision to invest in the notes.

Trustee
U.S. Bank National Association

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