cbl-posam.htm

Delaware

6798

62-1545718

62-1542285

(State or other jurisdiction of incorporation or organization)

(Primary Standard Industrial Classification Code Number)

(I.R.S. Employer

Identification No.)

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Steven R. Barrett, Esq.

Husch Blackwell LLP

736 Georgia Avenue, Suite 300

Chattanooga, Tennessee 37402

(423) 266-5500

Yaacov M. Gross, Esq.

Goulston & Storrs PC

885 Third Avenue, 18th Floor

New York, New York 10022

(212) 878-6900

Approximate date of commencement of proposed sale to the public: N/A Removal from registration of securities that were not sold pursuant to these registration statements.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
	Emerging growth company ☐


Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☐
	Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act. ☐

CBL & Associates Properties, Inc., a Delaware corporation (the “Company” or “CBL”), and CBL & Associates Limited Partnership, a Delaware limited partnership, the operating partnership of the Company (the “Operating Partnership”), are filing this post-effective amendment on Form S-1 (the “Post-Effective Amendment”) to their Registration Statement on Form S-3 (the “Registration Statement”) which has been previously filed with the Securities and Exchange Commission (the “SEC”) on July 2, 2018, File Nos. 333-226043 (as to the Company) and 333-226043-01 (as to the Operating Partnership), to deregister any and all securities registered but unsold or otherwise unissued as of the date hereof under the Registration Statement.

As previously disclosed, beginning on November 1, 2020 (the “Commencement Date”), CBL and the Operating Partnership, together with certain of its direct and indirect subsidiaries (collectively, the “Debtors”), filed voluntary petitions (the “Chapter 11 Cases”) under chapter 11 of title 11 (“Chapter 11”) of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”). The Debtors’ Chapter 11 Cases were jointly administered for procedural purposes only under the caption In re CBL & Associates Properties, Inc., et al., Case No. 20-35226. On August 11, 2021, the Bankruptcy Court entered an order, Docket No.1397 (Confirmation Order), confirming the Debtors’ Third Amended Joint Chapter 11 Plan of CBL & Associates Properties, Inc. and its Affiliated Debtors (With Technical Modifications) (as modified at Docket No. 1521, the “Plan”), and the Debtors emerged from the Chapter 11 bankruptcy proceeding on November 1, 2021 (the “Effective Date”). On the Effective Date, all then outstanding debt and equity securities of the Debtors were cancelled pursuant to the Plan. This Post-Effective Amendment is being filed as a result of the Debtors’ reorganization and the cancellation of their debt and equity securities.

CBL and the Operating Partnership, by filing this Post-Effective Amendment, hereby terminate the effectiveness of the Registration Statement and remove from registration any and all securities registered but unsold or otherwise unissued under the Registration Statement as of the date hereof. This filing is made in accordance with an undertaking made by CBL and the Operating Partnership in Part II of the Registration Statement to remove from registration by means of a post-effective amendment any securities that had been registered for issuance but remain unsold at the termination of the offering.

Pursuant to the requirements of the Securities Act of 1933, the Registrant, CBL & Associates Properties, Inc., has duly caused this Post-Effective Amendment on Form S-1 to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chattanooga, State of Tennessee, on December 28, 2021.


	CBL & ASSOCIATES PROPERTIES, INC.

	By:	/s/ Jeffery V. Curry
		Name: Jeffery V. Curry
		Title: Chief Legal Officer and Secretary

Pursuant to the requirements of the Securities Act of 1933, the Registrant, CBL & Associates Limited Partnership, has duly caused this Post-Effective Amendment on Form S-1 to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chattanooga, State of Tennessee, on December 28, 2021.


	CBL & ASSOCIATES LIMITED PARTNERSHIP

	By:	CBL HOLDINGS I, INC., its general partner

	By:	/s/ Jeffery V. Curry
		Name: Jeffery V. Curry
		Title: Chief Legal Officer and Secretary

No other person is required to sign this Post-Effective Amendment to the Registration Statement in reliance on Rule 478 under the Securities Act of 1933, as amended.