CBL & ASSOCIATES INC - 01 Nov 2021 Form 4 Insider Report for CBL & ASSOCIATES PROPERTIES INC (CBL)

Footnote F1

Beginning on November 1, 2020, CBL & Associates Properties, Inc. and certain affiliated companies (collectively, the "Debtors") each filed petitions in the United States Bankruptcy Court for the Southern District of Texas (the "Bankruptcy Court") seeking relief under chapter 11 of the United States Bankruptcy Code. On August 11, 2021, the Bankruptcy Court entered an order confirming the Debtors' Third Amended Joint Chapter 11 Plan of Reorganization (the "Plan") and the Third Amended Joint Chapter 11 Plan of CBL & Associates Properties, Inc. and its Affiliated Debtors (with Technical Modifications) (the "Technical Plan Supplement"), dated as of August 9, 2021. On November 1, 2021 (the "Effective Date"), the conditions to effectiveness of the Plan were satisfied and the Debtors emerged from the Chapter 11 Cases.

Footnote F2

On the Effective Date, by operation of the Plan, all agreements, instruments, and other documents evidencing, relating to or connected with any equity interests of the Company, including (1) the REIT's old common stock, par value $0.01 per share (the "Old Common Stock"), and the REIT's old preferred stock and related depositary shares (the "Old Preferred Stock") and (2) the Operating Partnership's old limited partnership common interests (the "Old LP Common Interests") and the old limited partnership preferred interests (the "Old LP Preferred Interests") related to the REIT's Old Preferred Stock, in each case issued and outstanding immediately prior to the Effective Date, and any rights of any holder in respect thereof, were deemed cancelled, discharged and of no force or effect

Footnote F3

The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein.

Footnote F4

Pursuant to the terms of the Plan, on the Effective Date all holders of the Old Common Stock received, in the aggregate, their pro rata share of common stock ("New Common Stock") representing 5.5% of the shares of the reorganized Company (subject to dilution for a new management incentive plan). The receipt of the New Common Stock in exchange for Old Common Stock was involuntary, without consideration and in accordance with the Plan approved by the Bankruptcy Court.

Footnote F5

Following these transactions, the Reporting Person is no longer a 10% beneficial owner subject to Section 16.