Filing Details

NAME OF REPORTING PERSON

Canyon Capital Advisors LLC

(a) ¨

(b) ¨

SEC USE ONLY

SOURCE OF FUNDS

AF

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

SOLE VOTING POWER

8,396,293

SHARED VOTING POWER

-0-

SOLE DISPOSITIVE POWER

8,396,293

SHARED DISPOSITIVE POWER

-0-

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

8,396,293

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

26.5%

TYPE OF REPORTING PERSON

IA

NAME OF REPORTING PERSON

Mitchell R. Julis

(a) ¨

(b) ¨

SEC USE ONLY

SOURCE OF FUNDS

AF

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

SOLE VOTING POWER

-0-

SHARED VOTING POWER

8,396,293

SOLE DISPOSITIVE POWER

-0-

SHARED DISPOSITIVE POWER

8,396,293

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

8,396,293

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

26.5%

TYPE OF REPORTING PERSON

IN

NAME OF REPORTING PERSON

Joshua S. Friedman

(a) ¨

(b) ¨

SEC USE ONLY

SOURCE OF FUNDS

AF

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

SOLE VOTING POWER

-0-

SHARED VOTING POWER

8,396,293

SOLE DISPOSITIVE POWER

-0-

SHARED DISPOSITIVE POWER

8,396,293

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

8,396,293

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

26.5%

TYPE OF REPORTING PERSON

IN

NAME OF REPORTING PERSON

Jonathan M. Heller

(a) ¨

(b) ¨

SEC USE ONLY

SOURCE OF FUNDS

AF

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

SOLE VOTING POWER

-0-

SHARED VOTING POWER

8,396,293

SOLE DISPOSITIVE POWER

-0-

SHARED DISPOSITIVE POWER

8,396,293

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

8,396,293

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

26.5%

TYPE OF REPORTING PERSON

IN

This Amendment No. 1 supplements the information set forth in the Schedule 13D filed by Canyon Capital Advisors LLC, Mr. Mitchell R. Julis, Mr. Joshua S. Friedman and Mr. Jonathan M. Heller with the United States Securities and Exchange Commission (the “SEC”) on November 9, 2021 (the “Schedule 13D”) relating to the shares of common stock, $0.001 par value per share (the “Common Stock”), of CBL & Associates Properties, Inc., a Delaware corporation (the “Issuer”). The Issuer’s principal executive offices are located at 2030 Hamilton Place Blvd., Suite 500, Chattanooga, TN 37421. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D.

The information set forth in response to each separate Item below shall be deemed to be a response to all Items where such information is relevant.

The Schedule 13D is hereby supplementally amended as follows:

(iii) Mr. Joshua S. Friedman (“Mr. Friedman”), with respect to the shares of Common Stock directly held by the Accounts; and

(iv) Mr. Jonathan M. Heller (“Mr. Heller”), with respect to the shares of Common Stock directly held by the Accounts.

The foregoing persons are hereinafter sometimes collectively referred to as the “Reporting Persons.” Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.

The filing of this statement shall not be deemed an admission that any Reporting Person is the beneficial owner of the securities reported herein for purposes of Section 13 of the Securities Act of 1934, as amended, or otherwise. Each of Mr. Julis, Mr. Friedman and Mr. Heller expressly disclaims beneficial ownership of any of the securities held by the Accounts.

SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

Item 3 of the Schedule 13D is hereby amended and supplemented by adding the following information:

On December 1, 2021, the New Notes Issuer exercised its optional exchange right with respect to all of the Exchangeable Notes. The exchange date for the exchange was January 28, 2022, and settlement occurred on February 1, 2022. Per the terms of the Exchangeable Notes Indenture, the New Notes Issuer elected to settle the exchange in shares of Common Stock, plus cash in lieu of fractional shares. As a result, on February 1, 2022, the Issuer issued 10,982,795 shares of Common Stock to holders of the Exchangeable Notes in satisfaction of principal, accrued interest and the make-whole payment, and all of the Exchangeable Notes were cancelled in accordance with the terms of the Exchangeable Notes Indenture. In the exchange, the Accounts received an aggregate of 3,999,882 shares of Common Stock, including 722,130 shares of Common Stock received as accrued interest and the make-whole payment in connection with the exchange of the Exchangeable Notes.

See rows (11) and (13) of the cover pages to this Schedule 13D for the aggregate number of shares of Common Stock.

The percentage reported in this Schedule 13D is calculated based upon 31,623,065 shares of Common Stock outstanding, which includes (i) 19,988,600 shares of Common Stock outstanding as of November 10, 2021 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 15, 2021, (ii) 10,982,795 shares of Common Stock issued to holders of the Exchangeable Notes in satisfaction of principal, accrued interest and the make-whole payment as reported in the Issuer’s Current Report on Form 8-K filed with the SEC on February 1, 2022 and (iii) 651,670 shares of Common Stock issued under the Issuer’s equity incentive plans.

CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

Item 6 of the Schedule 13D is hereby amended and supplemented by adding the following information under “Exchangeable Notes”:

On December 1, 2021, the New Notes Issuer exercised its optional exchange right with respect to all of the Exchangeable Notes. The exchange date for the exchange was January 28, 2022, and settlement occurred on February 1, 2022. Per the terms of the Exchangeable Notes Indenture, the New Notes Issuer elected to settle the exchange in shares of Common Stock, plus cash in lieu of fractional shares. As a result, on February 1, 2022, the Issuer issued 10,982,795 shares of Common Stock to holders of the Exchangeable Notes in satisfaction of principal, accrued interest and the make-whole payment, and all of the Exchangeable Notes were cancelled in accordance with the terms of the Exchangeable Notes Indenture.

Exhibit 99.1: Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Act.

Exhibit 99.2: Commitment Letter, by and among the Issuer, the Operating Partnership, CCA and other commitment parties thereto, dated as of April 26, 2021 (incorporated by reference to Exhibit 99.2 to Schedule 13D filed by the Reporting Persons with the SEC on November 9, 2021).

Exhibit 99.3: Registration Rights Agreement, by and among the Issuer and the other parties thereto and any additional parties identified on the signature pages of any joinder agreement executed and delivered pursuant thereto, dated as of November 1, 2021 (incorporated by reference to Exhibit 10.5 to Form 8-K filed by the Issuer with the SEC on November 2, 2021).

Exhibit 99.4: Exchangeable Notes Indenture, by and among the New Notes Issuer, the guarantors thereto, the Issuer, Wilmington Savings Fund Society, FSB, as trustee and collateral agent, dated as of November 1, 2021 (incorporated by reference to Exhibit 10.3 to Form 8-K filed by the Issuer with the SEC on November 2, 2021).

Exhibit 99.5: Form of Director and Officer Indemnification Agreement, effective as of November 1, 2021 (incorporated by reference to Exhibit 10.7 to Form 8-K filed by the Issuer with the SEC on November 2, 2021).