UNITED STATES

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C.  20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported):  October 31, 2019

CBL & ASSOCIATES PROPERTIES INC

CBL & Associates Limited Partnership

(Exact Name of Registrant as Specified in its Charter)

Delaware		1-12494		62-1545718
Delaware		333-182515-01		62-1542285
(State or Other Jurisdiction of Incorporation or Organization)		(Commission File  Number)		(I.R.S. Employer Identification No.)

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)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered under Section 12(b) of the Act:

Title of each Class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.01 par value		CBL		New York Stock Exchange
7.375% Series D Cumulative Redeemable Preferred Stock, $0.01 par value		CBLprD		New York Stock Exchange
6.625% Series E Cumulative Redeemable Preferred Stock, $0.01 par value		CBLprE		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).

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 13(a) of the Exchange Act. ☐

Explanatory Note

This Amendment No. 1 to the Current Report on Form 8-K (“Amendment”) is being furnished to amend Items 2.02 and 9.01 of the Current Report on Form 8-K furnished on November 1, 2019 reporting the Company’s results for the third quarter ended September 30, 2019.

ITEM 2.02    Results of Operations and Financial Condition

On November 13, 2019, CBL & Associates Properties, Inc. (the “Company”) issued a corrected press release announcing the Company’s results for the quarter ended September 30, 2019. The news release was issued to correct the amount of loss on impairment of real estate reported for the three and nine months ended September 30, 2019. Subsequent to the issuance of its earnings release on October 31, 2019, the Company’s internal control procedures identified an error in the underlying assumptions used in its undiscounted cash flow recoverability analysis for Laurel Park Place. As a result of correcting this error, the Company recorded an impairment of $52.1 million to write down the net carrying value of Laurel Park Place to its estimated fair value of $26.0 million.

The Company has prepared and furnished as Exhibit 99.1 to this Amendment a corrected earnings release and supplemental financial and operating information for the third quarter ended September 30, 2019. The correction did not change the Company’s reported Same-Center Net Operating Income ("NOI") and Funds From Operations ("FFO"), as adjusted, for the three and nine months ended September 30, 2019. The correction did not change the Company’s guidance for Same-Center NOI and FFO, as adjusted, that was provided in the original earnings release.

The information in this Amendment and the Exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

ITEM 9.01 Financial Statements and Exhibits

(a) Financial Statements of Businesses Acquired

Not applicable

(b) Pro Forma Financial Information

Not applicable

(c) Shell Company Transactions

Not applicable

(d) Exhibits

Exhibit Number		Description
99.1		Corrected Earnings Release dated October 31, 2019 and Supplemental Financial and Operating Information - For the Three Months and Nine Months Ended September 30, 2019
99.2		Investor Conference Call Script - Third Quarter Ended September 30, 2019
104		Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101.*). (Filed herewith.)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CBL & ASSOCIATES PROPERTIES, INC.

/s/ Farzana Khaleel

___________________________________

Farzana Khaleel

Executive Vice President -

Chief Financial Officer and Treasurer

CBL & ASSOCIATES LIMITED PARTNERSHIP

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

/s/ Farzana Khaleel

___________________________________

Farzana Khaleel

Executive Vice President -

Chief Financial Officer and Treasurer

Date: November 13, 2019