CBL has no indebtedness. Consolidated subsidiaries that it has a direct or indirect ownership interest in are the borrowers on all the Company's debt.

CBL is a limited guarantor of the secured term loan for losses suffered solely by reason of fraud or willful misrepresentation by the Operating Partnership or its affiliates.

The Company’s Secured Notes and mortgage and other indebtedness, net, consisted of the following:


	September 30, 2022						December 31, 2021
	Amount			Weighted- Average Interest Rate (1)			Amount			Weighted- Average Interest Rate (1)
Fixed-rate debt at fair value:
Secured Notes - at fair value (carrying amount of $395,000 as of December 31, 2021)	$	—			—		$	395,395			10.00	%

Fixed-rate debt:
Exchangeable senior secured notes		—			—			150,000			7.00	%
Open-air centers and outparcels loan		180,000			6.95	%		—			—
Non-recourse loans on operating properties		869,307			4.89	%		916,927			5.04	%
Total fixed-rate debt		1,049,307			5.25	%		1,066,927			5.32	%
Variable-rate debt:
Secured term loan		837,824			5.31	%		880,091			3.75	%
Open-air centers and outparcels loan		180,000			6.61	%		—			—
Non-recourse loans on operating properties		57,015			5.70	%		66,911			3.21	%
Total variable-rate debt		1,074,839			5.55	%		947,002			3.71	%
Total fixed-rate and variable-rate debt		2,124,146			5.40	%		2,013,929			4.56	%
Unamortized deferred financing costs		(16,621	)					(1,567	)
Debt discounts (2)		(90,821	)					(199,153	)
Total mortgage and other indebtedness, net	$	2,016,704					$	1,813,209

(1)

Weighted-average interest rate excludes amortization of deferred financing costs.

(2)

In conjunction with fresh start accounting, the Company estimated the fair value of its mortgage notes with the assistance of a third-party valuation advisor. This resulted in recognizing a debt discount on the Effective Date. The debt discount is accreted over the term of the respective debt using the effective interest method. The remaining debt discounts at September 30, 2022 will be accreted over a weighted average period of 3.0 years.

Non-recourse loans on operating properties, the open-air centers and outparcels loan and the secured term loan include loans that are secured by properties owned by the Company that have a carrying value of $915,905 at September 30, 2022.

In February 2022, the loan secured by Fayette Mall was modified to reduce the fixed interest rate to 4.25% and extend the maturity date through May 2023, with three one-year extension options, subject to certain requirements. As part of the modification, two ground leased outparcels were released from the collateral in exchange for the addition of the redeveloped former middle anchor location. As of September 30, 2022, the loan secured by Fayette Mall had a balance of $129,580.

In March 2022, the Company deconsolidated Greenbrier Mall as a result of the Company losing control when the property was placed in receivership. As of September 30, 2022, the loan secured by Greenbrier Mall had a balance of $61,647. See Note 8 for additional information.

In May 2022, the loan secured by Arbor Place was extended for an additional four years, with a new maturity date of May 2026. The interest rate will remain at the current fixed rate of 5.10%. As of September 30, 2022, the loan secured by Arbor Place had a balance of $99,042.

In May 2022, the loan secured by Northwoods Mall was extended for an additional four years, with a new maturity date of April 2026. The interest rate will remain at the current fixed rate of 5.08%. As of September 30, 2022, the loan secured by Northwoods Mall had a balance of $59,034.

In May 2022, the Company entered into a new $65,000 non-recourse loan. The loan has a ten-year term with a fixed interest rate of 5.85%. It is interest only for the first three years. The loan is secured by open-air centers, which include Hamilton Crossing, Hamilton Corner, The Terrace and The Shoppes at Hamilton Place. Proceeds from the loan were used to redeem $60,000 aggregate principal amount of the Secured Notes. Also, the previous $7,058 Hamilton Crossing loan was paid off in conjunction with the closing of the new loan.

In June 2022, the Company entered into a new $360,000 loan. The interest rate is a fixed 6.95% for $180,000 of the $360,000 loan, with the other half of the loan bearing a variable interest rate based on the 30-day SOFR plus 4.10%. The loan has an initial term of five years with one two-year extension, subject to certain conditions. The loan is secured by a pool of 90 outparcels and 13 open-air centers. The open-air centers include Alamance Crossing West, CoolSprings Crossing, Courtyard at Hickory Hollow, Frontier Square, Gunbarrel Pointe, Harford Annex, The Plaza at Fayette, Sunrise Commons, The Shoppes at St. Clair Square, The Landing at Arbor Place, West Towne Crossing, West Towne District and WestGate Crossing. Proceeds from the loan were used to complete the redemption of all $335,000 outstanding on the Secured Notes, which eliminated the recourse guaranty. Also, proceeds were used to paydown $8,322 on the Brookfield Square Anchor Redevelopment loan, which had an outstanding balance of $18,465 as of September 30, 2022.

In June 2022, the Company paid off the $14,949 loan secured by CBL Center at maturity.

In August 2022, the loan secured by Parkdale Mall and Crossing was extended to March 2026. As of September 30, 2022, the loan secured by Parkdale Mall and Crossing had a balance of $64,242.

Subsequent to September 30, 2022, the loans secured by Jefferson Mall, The Outlet Shoppes at Gettysburg and Southpark Mall were modified. See Note 16 for additional information.

Several of the Company’s properties are owned by special purpose entities, created as a requirement under certain loan agreements that are included in the Company’s condensed consolidated financial statements. The sole business purpose of the special purpose entities is to own and operate these properties. The real estate and other assets owned by these special purpose entities are restricted under the loan agreements in that they are not available to settle other debts of the Company. However, so long as the loans are not under an event of default, as defined in the loan agreement, the cash flows from these properties, after payments of debt service, operating expenses and reserves, are available for distribution to the Company.

On November 1, 2021, CBL & Associates HoldCo I, LLC (“HoldCo I”), a wholly owned subsidiary of the Operating Partnership, entered into an amended and restated credit agreement (the “Exit Credit Agreement”), providing for an $883,700 senior secured term loan that matures November 1, 2025. Upon satisfaction of certain conditions, the maturity date will automatically extend to November 1, 2026 and upon further satisfaction of certain conditions the maturity date will automatically extend to November 1, 2027. The Operating Partnership provided a limited guaranty up to a maximum of $175,000 (the “Principal Liability Cap”). The Principal Liability Cap will be reduced by an amount equal to 100% of the first $2,500 in principal amortization made by HoldCo I each calendar year and will be reduced further by 50% of the principal amortization payments made by HoldCo I each calendar year in excess of the first $2,500 in principal amortization for such calendar year. As of September 30, 2022, the Principal Liability Cap had been reduced to $144,426. The Principal Liability Cap is eliminated when the loan balance is reduced below $650,000.

On the Effective Date, HoldCo II entered into a secured exchangeable notes indenture relating to the issuance of 7.0% exchangeable senior secured notes due 2028 (the “Exchangeable Notes”) in an aggregate principal amount of $150,000. In December 2021, the Company announced that HoldCo II exercised its optional exchange right with respect to all the $150,000 aggregate principal amount of the Exchangeable Notes. The exchange date was January 28, 2022, and settlement occurred on February 1, 2022. Per the terms of the indenture governing the Exchangeable Notes, shares of the Company’s common stock, par value $0.001, plus cash in lieu of fractional shares, were issued to settle the exchange. On February 1, 2022, the Company issued 10,982,795 shares of common stock to holders of the Exchangeable Notes in satisfaction of principal, accrued interest and the makewhole payment, and all the Exchangeable Notes were cancelled in accordance with the terms of the indenture.

As of September 30, 2022, the scheduled principal amortization and balloon payments of the Company’s consolidated debt, excluding extensions available at the Company’s option, on all mortgage and other indebtedness, are as follows:


2022 (1)	$	126,313
2023		205,047
2024		98,385
2025		813,010
2026		331,956
2027		360,896
Thereafter		62,854
Total		1,998,461
Principal balance of loans with maturity date prior to September 30, 2022 (2)		125,685
Total mortgage and other indebtedness	$	2,124,146

(1)

Reflects scheduled principal amortization and balloon payments for the fiscal period October 1, 2022 through December 31, 2022.

(2)

Represents the aggregate principal balance as of September 30, 2022 of loans past their maturity date consisting of the loans secured by Alamance Crossing, Southpark Mall and Westgate Mall. Subsequent to September 30, 2022, the Company reached an agreement with the lender to extend the loan secured by Southpark Mall. The Company is in discussions with the lenders regarding the loans secured by Alamance Crossing and Westgate Mall. The loan secured by Alamance Crossing matured in July 2021 and had a balance of $41,708 as of September 30, 2022. The loan secured by Southpark Mall matured in June 2022 and had a balance of $54,417 as of September 30, 2022. The loan secured by Westgate Mall matured in July 2022 and had a balance of $29,560 as of September 30, 2022.

Of the $126,313 of scheduled principal payments for the remainder of 2022, $98,662 relates to the maturing principal balance of the loan secured by Cross Creek Mall. Subsequent to September 30, 2022, the loan was extended through January 5, 2023. The Company remains in discussions with the lender regarding a long term extension. See Note 16.

As of September 30, 2022, the Company had $699,516 of property-level debt and related obligations, including unconsolidated debt and related obligations, maturing or callable within the next 12 months from the issuance of the financial statements. Subsequent to September 30, 2022, the Company extended the maturity date or obtained waives of default for $150,880 of mortgage notes. See Note 16 for additional information. Management intends to refinance and/or extend the maturity dates for the remaining $548,636 of such mortgage notes payable. In instances where a refinancing and/or extension of maturity dates is unsuccessful the Company will repay certain of the mortgage notes based on the availability of liquidity and convey certain properties to the lender to satisfy the debt obligation.