- Current report filing (8-K)
May 06 2010 - 6:04AM
Edgar (US Regulatory)
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 EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
May 3, 2010
GENERAL
GROWTH PROPERTIES, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
1-11656
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42-1283895
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(Commission File Number)
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(IRS Employer Identification No.)
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110 N. Wacker Drive, Chicago, IL
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60606
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(Address of Principal Executive Offices)
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(Zip Code)
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(312) 960-5000
(Registrants 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.
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
Item
1.01. Entry into a Material Definitive
Agreement.
As
previously announced, on May 3, 2010 General Growth Properties, Inc.
(GGP) entered into (i) an Amendment No. 1 (the Cornerstone
Amendment) to the Cornerstone Investment Agreement (the Cornerstone
Agreement), dated as of March 31, 2010, between GGP and REP Investments
LLC (REP), an affiliate of Brookfield Asset Management Inc., (ii) an
Amendment No. 1 (the Fairholme Amendment) to the Stock Purchase
Agreement (the Fairholme Agreement), dated as of March 31, 2010, between
GGP and The Fairholme Fund and Fairholme Focused Income Fund (collectively,
Fairholme), and (iii) an Amendment No. 1 (the Pershing Amendment
and, together with the Cornerstone Amendment and the Fairholme Amendment, the
Amendments) to the Stock Purchase Agreement (the Pershing Agreement and,
together with the Cornerstone Agreement and the Fairholme Agreement, the
Investment Agreements), dated as of March 31, 2010, between GGP and
Pershing Square Capital Management, L.P. on behalf of Pershing Square, L.P.,
Pershing Square II, L.P., Pershing Square International, Ltd. and Pershing
Square International V, Ltd. (collectively Pershing and, together with REP
and Fairholme, the Investors).
The
Investment Agreements are exhibits to GGPs Current Report on 8-K filed with
the Securities and Exchange Commission on April 6, 2010, and the
Amendments, including the form of warrant and registration rights agreement to
be entered into with each of he Investors
(the Warrant Agreement), are exhibits hereto and are incorporated
herein by reference. The following
summary of certain provisions of these documents is qualified in its entirety
by reference thereto.
The
Amendments effect, among other things, the following modifications to the Investment
Agreements:
·
Certain of the
conditions that must be satisfied before each of the Investors is obligated to
close under the applicable Investment Agreement have been modified, including,
among others, by (a) decreasing by $150 million the condition relating to
minimum liquidity of reorganized GGP at closing and (b) increasing by $150
million the condition relating to the maximum amount of debt of reorganized GGP
at closing.
·
REP and
Pershing have agreed to backstop, on a pro rata basis, up to $500 million of a
common equity rights offering that GGP may, at its discretion, elect to include
in the plan of reorganization contemplated by the Investment Agreements (the
Plan). In addition, the Investors have
agreed to backstop, on a pro rata basis,
a placement of new bonds, loans or preferred stock to be issued by
reorganized GGP in an aggregate amount equal to $1.5 billion less the amount of
certain GGP debt (if any) that may be reinstated pursuant to the Plan.
·
The warrants to
purchase common stock of GGP to be issued to each of the Investors pursuant to
the Investment Agreements (subject to approval of the Bankruptcy Court) will no
longer be fully vested upon their issuance, but will instead vest as follows:
2
40% of the warrants will vest upon the issuance of the Warrants, 20% of
the warrants will vest on July 12, 2010, and the remaining warrants issued
to an Investor will vest in equal daily installments from July 13, 2010 to
December 31, 2010, except that any Investors
warrants
that have not vested on or prior to termination of such Investors Investment
Agreement will not vest and will be cancelled.
·
The exercise price per share under the warrants to purchase common stock of
reorganized GGP to be issued to the Investors upon consummation of the Plan
has been
increased from $10.00 to $10.50.
Item
8.01. Other Events.
On
May 3, 2010, GGP issued a press release announcing the execution of the
Amendments. A copy of the press release
is attached as Exhibit 99.1 hereto and is incorporated herein by
reference.
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits
10.1
Amendment No. 1
to the Cornerstone Investment Agreement, dated as of May 3, 2010, between
REP and GGP.
10.2
Amendment No. 1
to the Stock Purchase Agreement, dated as of May 3, 2010, between
Fairholme and GGP.
10.3
Amendment No. 1
to the Stock Purchase Agreement, dated as of May 3, 2010, between
Pershing and GGP.
10.4
Form of
Warrant and Registration Rights Agreement.
99.1
Press Release
titled General Growth Properties Submits Revised $6.55 Billion Investment and
an additional $2 Billion Backstop Offer From Brookfield, Pershing Square &
Fairholme, Seeks Court Approval for Bidding Procedures dated May 3, 2010.
3
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, 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:
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/s/Edmund Hoyt
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Name:
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Edmund Hoyt
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Title:
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Senior Vice President and
Chief Financial Officer
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Dated: May 5, 2010
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Exhibit
Index
10.1
Amendment No. 1
to the Cornerstone Investment Agreement, dated as of May 3, 2010, between
REP and GGP.
10.2
Amendment No. 1
to the Stock Purchase Agreement, dated as of May 3, 2010, between
Fairholme and GGP.
10.3
Amendment No. 1
to the Stock Purchase Agreement, dated as of May 3, 2010, between
Pershing and GGP.
10.4
Form of
Warrant and Registration Rights Agreement.
99.1
Press Release
titled General Growth Properties Submits Revised $6.55 Billion Investment and
an additional $2 Billion Backstop Offer From Brookfield, Pershing Square &
Fairholme, Seeks Court Approval for Bidding Procedures dated May 3, 2010.
5
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