- Current report filing (8-K)
July 29 2010 - 4:45PM
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):
July 23, 210
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
On
July 22, 2010, the United States Bankruptcy Court for the Southern
District of New York (the
Bankruptcy Court
) authorized General Growth
Properties, Inc. (the
Company
) and certain of its subsidiaries to
enter into a Senior Secured Debtor in Possession Credit, Security and Guaranty
Agreement among the Company, as co-borrower, GGP Limited Partnership, as
co-borrower, certain of their subsidiaries, as guarantors, Barclays Bank PLC,
as administrative agent and collateral agent, and the lenders party thereto
(the
DIP Credit Agreement
).
The
DIP Credit Agreement, dated as of July 23, 2010, provides for an aggregate
commitment of $400 million (the
DIP Term Loan
), which will be used,
together with cash on hand of the Company, to repay the Companys current
debtor in possession financing. The DIP Credit Agreement provides that the principal
outstanding on the DIP Term Loan will bear interest at an annual rate of 5.50%.
Pursuant
to the DIP Credit Agreement, any payment, prepayment or repayment of the DIP
Term Loan prior to the termination of, or consummation of the transactions
contemplated by, that certain Cornerstone Investment Agreement, dated as of March 31,
2010 (as amended, the
Investment Agreement
), between the Company and
REP Investments LLC (
REP
), will be deposited into one or more escrow
accounts, which are intended to fund REPs investment in the Company.
In
addition, subject to certain conditions precedent, the Company will have the
right after the termination of the Investment Agreement in accordance with its
terms to elect to repay all or a portion of the outstanding principal amount of
the DIP Term Loan, plus accrued and unpaid interest thereon at maturity by
issuing common stock of the Company to the lenders (the
Equity Conversion
).
Any Equity Conversion will be limited to the lenders receipt of Company common
stock equaling no more than (1) 8.0% of the Company common stock
distributed in connection with the Debtors plan of reorganization, on a
fully-diluted basis, or (2) 9.9% of the Company common stock actually
distributed in connection with the plan of reorganization on the effective date
of such plan, without giving effect to common stock held back for the payment
of contingencies.
The
DIP Credit Agreement contains customary covenants, representations and
warranties, and events of default.
Item 9.01. Financial Statements and Exhibits.
10.1
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Senior
Secured Debtor In Possession Credit, Security and Guaranty Agreement dated as
of July 23, 2010 among the Lenders, Barclays Capital, as the Sole
Arranger, Barclays Bank PLC, as the Administrative Agent and Collateral
Agent, General Growth Properties, Inc. and GGP Limited Partnership, as
the Borrowers, and The Entities From Time to Time Party thereto as Guarantors
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2
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
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Dated: July 29,
2010
3
Exhibit Index
Exhibit No.
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Exhibit
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10.1
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Senior
Secured Debtor In Possession Credit, Security and Guaranty Agreement dated as
of July 23, 2010 among the Lenders, Barclays Capital, as the Sole
Arranger, Barclays Bank PLC, as the Administrative Agent and Collateral
Agent, General Growth Properties, Inc. and GGP Limited Partnership, as
the Borrowers, and The Entities From Time to Time Party thereto as Guarantors
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4
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