On September 28, 2012, CBL & Associates Properties, Inc. (the "Company") and CBL & Associates Limited Partnership entered into an underwriting agreement (the "Underwriting Agreement") with Merrill Lynch, Pierce, Fenner & Smith, Incorporated, J.P. Morgan Securities LLC and Wells Fargo Securities, LLC and each of the other underwriters named therein (the "Underwriters"), pursuant to which the Company agreed to sell to the Underwriters 6,000,000 depositary shares, each representing 1/10th of a share of its 6.625% Series E Cumulative Redeemable Preferred Stock, having a liquidation preference of $25.00 per depositary share. Additionally, the Company granted the Underwriters an option to purchase up to 900,000 additional depositary shares from the Company within 30 days from the date of the prospectus supplement referenced below. The depositary shares will be offered and sold pursuant to a prospectus supplement, dated September 28, 2012 and related prospectus, dated July 3, 2012, filed with the Securities and Exchange Commission, relating to the Company's shelf registration statement on Form S-3 (File No. 333-182515). A copy of the Underwriting Agreement is attached hereto as Exhibit 1.1.

The Company intends to use the estimated net offering proceeds of $144.8 million to redeem all or a portion of the outstanding shares of its 7.75% Series C Cumulative Redeemable Preferred Stock and any additional net proceeds will be used to reduce outstanding balances under its lines of credit. The offering is expected to close on October 5, 2012, subject to customary closing conditions. The Company's press release announcing the pricing of the depositary shares is attached hereto as Exhibit 99.1.

(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
     1.1         Underwriting Agreement, dated September 28, 2012, by and among CBL &
                 Associates Properties, Inc. and CBL & Associates Limited Partnership
                 and the underwriters named therein, for whom Merrill Lynch, Pierce,
                 Fenner & Smith, Incorporated, J.P. Morgan Securities, LLC and Wells
                 Fargo Securities, LLC served as representatives.
     5.3         Opinion of Husch Blackwell LLP as to the legality of the registered
                 securities.
     8.2         Tax opinion of Husch Blackwell LLP, counsel for the Company.
     99.1        Press Release - CBL Announces Pricing of $150 Million of 6.625%
                 Series E Cumulative Redeemable Preferred Stock.