- Current report filing (8-K)
July 13 2010 - 8:50AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of
1934
July 8, 2010
Date of Report (Date of
earliest event reported)
General Growth Properties, Inc.
(Exact name of registrant as specified in its charter)
Delaware
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1-11656
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42-1283895
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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110 N. Wacker Drive, Chicago, Illinois
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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)
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 (
see
General
Instruction A.2. below):
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 reported, commencing on April 16,
2009, General Growth Properties, Inc. (GGP) and certain of GGPs
domestic subsidiaries (collectively, the Debtors) filed voluntary petitions
for relief under Chapter 11 of Title 11 of the United States Code (Chapter 11)
in the United States Bankruptcy Court for the Southern District of New York
(the Bankruptcy Court). GGP is
pursuing a restructuring (the Restructuring) whereby, among other things,
existing shares of common stock of GGP (Common Stock) would be exchanged
(subject to certain adjustments) for shares of common stock (New Common Stock)
of a new company that would succeed to GGP in the Restructuring (New GGP).
On July 8, 2010, GGP entered into a Stock
Purchase Agreement (the Stock Purchase Agreement) with the Teacher Retirement
System of Texas (TRS), pursuant to which TRS has committed to invest
$500,000,000 in New GGP through the purchase of shares of New Common Stock from
New GGP at a purchase price of $10.25 per share. If GGP has sold or has binding commitments to
sell shares of New Common Stock at a price not less than $10.50 per share, GGP
has the option to reduce the amount of New Common Stock to be sold to TRS by up
to 50%.
The Stock Purchase Agreement is subject to the
approval of the Bankruptcy Court and consummation of the transactions
contemplated by the Stock Purchase Agreement is subject to the satisfaction of
various other conditions. On July 12,
2010, GGP filed a motion (the Approval Motion) with the Bankruptcy Court
seeking Bankruptcy Court approval of the
Stock Purchase Agreement, including a termination payment of $15,000,000 and
expense reimbursement of up $1,000,000 which GGP would be required to pay to
TRS in connection with the termination of the Stock Purchase Agreement under
certain circumstances.
The Stock Purchase Agreement is attached hereto as Exhibit 10.1
and is incorporated herein by reference.
The foregoing summary of certain provisions of the Stock Purchase
Agreement is qualified in its entirety by reference thereto. The above description of the Stock Purchase
Agreement and the copy included as an exhibit hereto has been included to
provide investors with information regarding the terms of this document. The Stock Purchase Agreement contains
representations and warranties made by and to the parties thereto as of
specific dates. The representations and
warranties of each party set forth in the Stock Purchase Agreement have been
made solely for the benefit of the other party thereto. In addition, such representations and
warranties (1) may have been qualified by confidential disclosures made to
the other party thereto, (2) may be subject to a materiality standard
which may differ from what may be viewed as material by investors, (3) were
made only as of the date of the Stock Purchase Agreement or such other date as
is specified therein and (4) may have been included therein for the
purpose of allocating risk between or among the parties thereto rather than
establishing matters as facts.
Accordingly, the Stock Purchase Agreement is included herewith only to
provide
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investors with information regarding the terms
thereof, and not to provide investors with any other factual information
regarding the parties or their respective businesses.
Item 3.02 Unregistered Sales of Equity Securities
The information set forth in Item 1.01 hereof is
incorporated herein by reference.
Item 7.01. Regulation FD Disclosure
Plan of
Reorganization and Disclosure Statement
On
July 12, 2010, the Debtors filed with the Bankruptcy Court their joint
plan of reorganization pursuant to Chapter 11 (the Plan) and the proposed
disclosure statement thereto (the Disclosure Statement). The Plan sets forth the manner in which
claims against and equity interests in the Debtors are to be treated. The Disclosure Statement describes the
procedures for the solicitation of votes as well as the Plan. The Plan provides for the consummation of
certain restructuring transactions, including proposed financing transactions,
as well as the treatment of claims and interests against or with respect to the
Debtors. Pursuant to the Plan, GGP will
satisfy its debt and other claims in full, provide a substantial recovery for
shareholders and implement a recapitalization with $7.0 billion to $8.5 billion
of new capital. At emergence, GGP will
split itself into two separate publicly traded companies (New GGP and Spinco),
and current shareholders will receive common stock in both companies.
The
above discussion is a summary of certain substantive provisions of the Plan and
of the Disclosure Statement and is qualified in its entirety by the terms of
the Plan attached hereto as Exhibit 99.1 and incorporated by reference
herein and by the terms of the Disclosure Statement attached hereto as Exhibit 99.2
and incorporated by reference herein, respectively.
The
Disclosure Statement contains certain projections and valuation analyses
(collectively, the Projections) for New GGP and Spinco. The Debtors do not, as a matter of course
make external projections or forecasts of their anticipated financial position
or results of operations. Accordingly,
the Debtors do not anticipate that they will, and disclaim any obligation to
furnish updated projections, valuations or analyses to reflect circumstances
existing since the preparation of the Projections, the occurrence of
unanticipated events, or changes in general economic or industry conditions,
even in the event that any or all of the underlying assumptions of the
Projections are shown to be in error.
GGP refers to the limitations and qualifications included in the
Disclosure Statement, including without limitation those set forth under the
captions Reorganized General Growth: Projections and Spinco: Projections
with respect to the Projections. All
information contained in the Disclosure Statement is subject to change, whether
as a result of amendments or supplements to the Plan, actions of third parties
or otherwise. The Projections also
should be read in conjunction with the historical consolidated financial
information and risk factors of GGP included in (i) GGPs Annual Report on
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Form 10-K,
as amended, for the year ended December 31, 2009 and (ii) GGPs
Quarterly Report on Form 10-Q for the quarterly period ended on March 31,
2010.
This
current report on Form 8-K is not a solicitation to accept or reject the
proposed Plan or an offer to buy any securities of the Debtors. Any solicitation or offer to sell will be
made pursuant to and in accordance with
the Disclosure Statement and applicable law.
The
Bankruptcy Court has not yet approved the Disclosure Statement as containing
adequate information pursuant to section 1125(b) of the Bankruptcy Code
for use in the solicitation of acceptances or rejections of the Plan. Accordingly, the filing and dissemination of
the Disclosure Statement are not intended to be, and should not in any way be
construed as, a solicitation of votes on the Plan, nor should the information
contained in the Disclosure Statement be relied on for any purpose until a
determination by the Bankruptcy Court that the Disclosure Statement contains
adequate information.
Additional
Information and Press Releases
On
July 12, 2010, GGP issued a press release announcing the execution of the
Stock Purchase Agreement. The press
release is attached as Exhibit 99.3 hereto and is incorporated herein by
reference.
On
July 12, GGP issued a press release, announcing the filing of the Plan and
the Disclosure Statement and posted a corporate presentation to its website at
www.ggp.com/content/Docs/reorganization072010 providing an overview of the Plan
and Disclosure Statement. The press
release and corporate presentation are attached as Exhibit 99.4 and Exhibit 99.5,
hereto, respectively, and are incorporated herein by reference.
Limitation on Incorporation by
Reference
In accordance with General Instruction B.2 of Form 8-K,
the information contained in this Item 7.01 and the related exhibits and
information incorporated herein by reference shall not be deemed filed for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended
(the Exchange Act), or otherwise subject to the liabilities of that section,
nor shall such information be deemed incorporated by reference in any filing
under the Securities Act of 1933, as amended, except as shall be expressly set
forth by specific reference in such a filing.
Cautionary Statement Regarding Forward-Looking
Statements
Certain information contained in this current report
on Form 8-K, including the exhibits being furnished as part of this
report, may contain forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. The words possible, propose, might, could,
would, projects, plan, forecasts, anticipates, expect, intend, believe,
seek, or may, the negative of these terms and other
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comparable terminology, are intended to identify
forward-looking statements, but are not the exclusive means of identifying
them. Actual results may differ
materially from the results suggested by these forward-looking statements, for
a number of reasons, including, but not limited to, GGPs ability to
successfully complete its plan of reorganization and emerge from bankruptcy,
GGPs ability to refinance, extend, restructure or repay its near and
intermediate term debt, GGPs substantial level of indebtedness, GGPs ability
to raise capital through equity issuances, asset sales or the incurrence of new
debt, retail and credit market conditions, impairments, GGPs liquidity
demands, and retail and economic conditions.
Readers are referred to the documents filed by General Growth Properties, Inc.
with the Securities and Exchange Commission, which further identify the
important risk factors which could cause actual results to differ materially
from the forward-looking statements in this release. GGP disclaims any obligation to update any
forward-looking statements.
Item 9.01. Financial Statement and Exhibits.
Exhibit
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Number
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Description
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10.1
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Stock Purchase Agreement, dated as of July 8,
2010, between Teacher Retirement System of Texas and General Growth
Properties, Inc.
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99.1
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Debtors Joint Plan of Reorganization filed with
the U. S. Bankruptcy Court for the Southern District of New York on
July 12, 2010
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99.2
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Disclosure Statement to the Debtors Joint Plan of
Reorganization filed with the U.S. Bankruptcy Court for the Southern District
of New York on July 12, 2010
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99.3
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Press release issued on July 12, 2010
relating to the Stock Purchase Agreement
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99.4
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Press release issued on July 12, 2010
relating to the Plan and Disclosure Statement
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99.5
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Corporate Presentation dated July 12, 2010
relating to the Plan and Disclosure Statement
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SIGNATURES
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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/s/
Edmund Hoyt
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Name:
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Edmund
Hoyt
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Title:
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Interim
Chief Financial Officer,
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Senior
Vice President and Chief Accounting Officer
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Date: July 13, 2010
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EXHIBIT INDEX
Exhibit
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Number
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Description
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10.1
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Stock Purchase Agreement, dated as of July 8,
2010, between Teacher Retirement System of Texas and General Growth
Properties, Inc.
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99.1
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Debtors Joint Plan of Reorganization filed with
the U. S. Bankruptcy Court for the Southern District of New York on
July 12, 2010
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99.2
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Disclosure Statement to the Debtors Joint Plan of
Reorganization filed with the U.S. Bankruptcy Court for the Southern District
of New York on July 12, 2010
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99.3
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Press release issued on July 12, 2010
relating to the Stock Purchase Agreement
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99.4
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Press release issued on July 12, 2010
relating to the Plan and Disclosure Statement
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99.5
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Corporate Presentation dated July 12, 2010
relating to the Plan and Disclosure Statement
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