Item 3.02 Unregistered Sales of Equity Securities.

Effective June 1, 2012, CBL & Associates Properties, Inc. (the "Company"), pursuant to the terms of the Fourth Amended and Restated Agreement of Limited Partnership (the "Partnership Agreement") of CBL & Associates Limited Partnership, the Company's operating partnership (the "Operating Partnership"), delivered its election notice in response to an exchange notice received May 10, 2012 from Jacobs Realty Investors Limited Partnership, covering an aggregate of 9,757,100 common units of limited partnership in the Operating Partnership. In accordance with the Company's right to deliver either shares of the Company's common stock, par value $.01 per share (the "Common Stock") or their cash equivalent (as determined pursuant to the Partnership Agreement) to complete these exchanges, the Company has elected to issue an aggregate of 9,757,100 shares of Common Stock.

The closing of these transactions is scheduled to take place on Monday, June 11, 2012. We believe the issuance of these shares is exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(2) thereof because it does not involve a public offering or sale. No underwriters, brokers or finders were involved in these transactions.

---