UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current
Report Pursuant to Section 13 or 15(d) of
the Securities Act of 1934
Date of Report (Date
of Earliest Event Reported)
July 11, 2008
General
Growth Properties, Inc.
(Exact name of registrant as specified in its charter)
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| Delaware
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1-11656
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42-1283895 |
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| (State or other
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(Commission
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(I.R.S. Employer |
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File Number)
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Identification |
| incorporation)
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Number) |
110 N. Wacker Drive,
Chicago, Illinois 60606
(Address of principal
executive offices) (Zip Code)
(312) 960-5000
(Registrant’s
telephone number, including area code)
N/A
(Former name or former
address, 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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
The information provided in Item 2.03 is incorporated by reference herein.
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| ITEM 2.03 |
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CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET
ARRANGEMENT OF A REGISTRANT |
On July 11, 2008, certain subsidiaries of General Growth Properties, Inc. (the “Company”)
entered into a Loan Agreement among such subsidiaries, as borrowers (collectively,
“Borrowers”), and the lenders that are a party thereto (the “Loan Agreement”),
which Loan Agreement provides for a secured term loan of up to $1.75 billion, and Borrowers
received an initial advance of $875 million under the Loan Agreement on such date. Additional
advances of up to $875 million may be made until
December 31, 2008, subject to participation by additional
lenders and certain other conditions. Borrowers currently expect to
receive a second advance of $225 million on July 18, 2008.
The Loan Agreement has an initial term of three years with two one-year extension options, which
are subject to certain conditions. The interest rate payable on advances under the Loan Agreement
will be, at the option of the Borrowers, (i) 1.25% plus the higher of (A) the federal funds rate
plus 0.5% or (B) the prime rate, or (ii) LIBOR plus 2.25%.
The Loan Agreement requires that the interest rate payable on a
portion of the
advances under the Loan Agreement be hedged by the Borrowers. As a
result of the required hedge, the
initial advance of $875 million bears interest at a fixed rate
of 5.64% for the first two years of the initial term. The interest
rate on the expected advance of $225 million has not yet been
determined. Subject to certain conditions, interest under the Loan
Agreement is payable monthly in arrears and no principal payments are due until the initial
maturity date of July 11, 2011. The initial advance of $875 million under the Loan Agreement is
collateralized by first mortgages on 17 properties. The expected
$225 million advance will also be collateralized by such
properties, with subsequent additional advances to be collateralized by up to an
additional seven properties. The Company and certain subsidiaries
thereof (“Guarantors”) have guaranteed
a portion of the obligations of the Borrowers under the Loan Agreement
and otherwise.
During the
term of the Loan Agreement, the Borrowers and the Guarantors are subject to customary
affirmative and negative covenants and events of default. The proceeds from advances under the Loan Agreement will be used to repay debt maturing in 2008 and
for general corporate purposes.
The
foregoing description of the Loan Agreement does not purport to be
complete. Accordingly, such description is qualified in
its entirety by reference to the Loan Agreement, which is filed as
Exhibit 10.1 and is incorporated by reference herein.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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GENERAL GROWTH PROPERTIES, INC.
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By: |
/s/ Bernard Freibaum |
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Bernard Freibaum |
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| Date: July 17, 2008 |
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Executive Vice President and
Chief Financial Officer |
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