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					GENERAL GROWTH PROPERTIES INC

FORM 8-K
(Unscheduled Material Events)

Filed 9/26/2005 For Period Ending 9/22/2005

Address Telephone CIK Industry Sector Fiscal Year

110 N WACKER DRIVE STE 3100 CHICAGO, Illinois 60606 312-960-5000 0000895648 Real Estate Operations Services 12/31

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) September 22, 2005

General Growth Properties, Inc.
(Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 1-11656 (Commission File Number) 42-1283895 (I.R.S. Employer Identification 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: Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) 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 disclosed, on November 12, 2004, General Growth Properties, Inc. (the “Company”), together with several of its subsidiaries (collectively, the “Borrowers”), entered into an Amended and Restated Credit Agreement (the “2004 Credit Facility”) with a syndicate of banks and other entities (collectively, the “Lenders”). On July 6, 2005, the Company filed a Current Report on Form 8-K dated June 30, 2005 disclosing that the Borrowers and the Lenders had made certain amendments to the 2004 Credit Facility. The Borrowers and the Lenders further amended the 2004 Credit Facility effective September 22, 2005 (the “Fourth Amendment”). The Fourth Amendment alters the schedule of interest rate spreads applicable to the three-year $3.65 billion term loan portion (the “Tranche A Term Loan”) of the 2004 Credit Facility, as well as revolving credit loans and swing line loans (collectively, the “Revolving Credit Facility”) thereunder. The current interest rate applicable to these portions of the 2004 Credit Facility is LIBOR plus 2.25%. In the future, as a result of the Fourth Amendment, the interest rate applicable to the Tranche A Term Loan and the Revolving Credit Facility will be either LIBOR plus 1.75% or LIBOR plus 1.50%, depending on the Company’s leverage ratio and assuming the Company maintains its election to have these loans designated as Eurodollar loans. As of September 23, 2005, the outstanding principal amount of the Tranche A Term Loan was $3.46 billion and no principal amount was outstanding under the Revolving Credit Facility. The interest rate applicable to the four-year $2 billion term loan portion of the 2004 Credit Facility, which was altered on June 30, 2005, remains unchanged at LIBOR plus 2.00%. The Fourth Amendment also provides for a 1% prepayment fee upon certain voluntary prepayments of the Tranche A Term Loan effected on or prior to September 22, 2006. The prepayment fee does not apply under certain circumstances, including a complete refinancing of the 2004 Credit Facility. The Fourth Amendment did not change the currently outstanding principal amount or the terms of payment of the 2004 Credit Facility, nor did it change the terms under which the 2004 Credit Facility may be accelerated. Reference is made to the Fourth Amendment filed as Exhibit 10.5 which is hereby incorporated by reference. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (d) Exhibits
Exhibit No. Description

10.1

$7,295,000,000 Amended and Restated Credit Agreement dated as of November 12, 2004 among General Growth Properties, Inc., GGP Limited Partnership and GGPLP L.L.C, as Borrowers, the several lenders from time to time parties thereto, Lehman Brothers Inc., Banc of America Securities LLC, Credit Suisse First Boston and Wachovia Capital Markets, LLC, as Arrangers, Bank of America, N.A. and Credit Suisse First Boston, as Syndication Agents, Eurohypo AG, New York Branch, as Documentation Agent, Lehman Commercial Paper Inc., as Tranche B Administrative Agent, and Wachovia Bank, National Association, as General Administrative Agent (the “2004 Credit Facility”) (previously filed as Exhibit 10.1 to the amendment to the Current Report on Form 8-K dated November 12, 2004 which was filed with the SEC on November 18, 2004)

Exhibit No.

Description

10.2 10.3 10.4 10.5 *

First Amendment dated as of November 18, 2004 to the 2004 Credit Facility (previously filed as Exhibit 10.2 to the Current Report on Form 8-K dated June 30, 2005 which was filed with the SEC on July 6, 2005) Second Amendment dated as of June 30, 2005 to the 2004 Credit Facility (previously filed as Exhibit 10.3 to the Current Report on Form 8-K dated June 30, 2005 which was filed with the SEC on July 6, 2005) Amendment No. 3 dated as of June 29, 2005 to the 2004 Credit Facility (previously filed as Exhibit 10.4 to the Current Report on Form 8-K dated June 30, 2005 which was filed with the SEC on July 6, 2005) Fourth Amendment, dated as of September 15, 2005 and effective on September 22, 2005, to the 2004 Credit Facility* Filed herewith.

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. GENERAL GROWTH PROPERTIES, INC. By: /s/ Bernard Freibaum Bernard Freibaum Executive Vice President and Chief Financial Officer

Date: September 23, 2005

EXHIBIT INDEX
Exhibit Number Name

10.1

$7,295,000,000 Amended and Restated Credit Agreement dated as of November 12, 2004 among General Growth Properties, Inc., GGP Limited Partnership and GGPLP L.L.C, as Borrowers, the several lenders from time to time parties thereto, Lehman Brothers Inc., Banc of America Securities LLC, Credit Suisse First Boston and Wachovia Capital Markets, LLC, as Arrangers, Bank of America, N.A. and Credit Suisse First Boston, as Syndication Agents, Eurohypo AG, New York Branch, as Documentation Agent, Lehman Commercial Paper Inc., as Tranche B Administrative Agent, and Wachovia Bank, National Association, as General Administrative Agent (the “2004 Credit Facility”) (previously filed as Exhibit 10.1 to the amendment to the Current Report on Form 8-K dated November 12, 2004 which was filed with the SEC on November 18, 2004) First Amendment dated as of November 18, 2004 to the 2004 Credit Facility (previously filed as Exhibit 10.2 to the Current Report on Form 8-K dated June 30, 2005 which was filed with the SEC on July 6, 2005) Second Amendment dated as of June 30, 2005 to the 2004 Credit Facility (previously filed as Exhibit 10.3 to the Current Report on Form 8-K dated June 30, 2005 which was filed with the SEC on July 6, 2005) Amendment No. 3 dated as of June 29, 2005 to the 2004 Credit Facility (previously filed as Exhibit 10.4 to the Current Report on Form 8-K dated June 30, 2005 which was filed with the SEC on July 6, 2005) Fourth Amendment, dated as of September 15, 2005 and effective on September 22, 2005, to the 2004 Credit Facility*

10.2 10.3 10.4 10.5

* Filed herewith.

EXECUTION COPY Exhibit 10.5 FOURTH AMENDMENT FOURTH AMENDMENT, dated as of September 15, 2005 and deemed executed and effective as of September 22, 2005 (this “ Fourth Amendment ”), to the Amended and Restated Credit Agreement, dated as of November 12, 2004 (as amended, supplemented or otherwise modified from time to time, the “ Credit Agreement ”), among General Growth Properties, Inc. (“ Holdings ”), GGP Limited Partnership (the “ Partnership ”), GGPLP L.L.C. (the “ Company ”; Holdings, the Partnership and the Company being referred to herein, collectively, as the “ Borrowers ”), the Lenders parties thereto, Banc of America Securities LLC, Credit Suisse First Boston, Lehman Brothers Inc. and Wachovia Capital Markets, LLC, as joint advisors, joint arrangers and joint bookrunners, Bank of America, N.A. and Credit Suisse First Boston, as syndication agents, Eurohypo AG, New York Branch, as documentation agent, Lehman Commercial Paper Inc., as Tranche B administrative agent, and Wachovia Bank, National Association, as general administrative agent (in such capacity, the “ General Administrative Agent ”). W I T N E S S E T H: WHEREAS, the Borrowers, the Lenders and the General Administrative Agent are parties to the Credit Agreement; WHEREAS, the Borrowers have requested that the Credit Agreement be amended to provide for, among other things, a revised Pricing Grid (as defined in the Credit Agreement); and WHEREAS, the Lenders and the General Administrative Agent are willing to agree to the amendments to the Credit Agreement contained herein, subject to the terms and conditions set forth herein; NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, the Borrowers, the Lenders and the General Administrative Agent hereby agree as follows: 1. Defined Terms . Unless otherwise defined herein, capitalized terms which are defined in the Credit Agreement are used herein as therein defined. 2. Amendments to the Credit Agreement . (a) Amendment to Annex A . Annex A of the Credit Agreement is hereby amended by deleting such Annex in its entirety and substituting therefor Annex A attached to this Fourth Amendment. (b) Amendment to Section 2.11 . Section 2.11 of the Credit Agreement is hereby amended by adding the following to the end thereof: “All voluntary prepayments of the Tranche A Term Loans effected on or prior to the first anniversary of the Fourth Amendment Effective Date (as defined in the Fourth Amendment, dated as of September 15, 2005, to this Agreement) with the proceeds of a substantially concurrent issuance or incurrence of new term loans under this Agreement, as amended, amended and restated, supplemented, waived or otherwise modified from time to time (excluding a refinancing of all the facilities outstanding under this Agreement in connection with another transaction not permitted by this Agreement (as determined prior to giving effect to any amendment or waiver of this Agreement being

2 adopted in connection with such transaction)), shall be accompanied by a prepayment fee equal to 1.00% of the aggregate amount of such prepayments if the Applicable Margin (or similar interest rate spread) applicable to such new term loans is or, upon the satisfaction of certain conditions, could be less than the Applicable Margin applicable to the Tranche A Term Loans on the Fourth Amendment Effective Date.” 3. Representations and Warranties . Holdings and the Partnership hereby confirm, reaffirm and restate the representations and warranties set forth in Section 4 of the Credit Agreement. Holdings and the Partnership represent and warrant that, both before and after giving effect to this Fourth Amendment, no Default or Event of Default has occurred and is continuing. 4. Effectiveness . This Fourth Amendment shall become effective on the date (the “ Fourth Amendment Effective Date ”) on which the following shall have occurred: (a) Fourth Amendment . The General Administrative Agent shall have received this Fourth Amendment executed and delivered by the General Administrative Agent, the Borrowers, each Tranche A Term Loan Lender, each Revolving Credit Lender, the Swing Line Lender and the Required Lenders (or, in the case of any Lender, a lender addendum in a form specified by the General Administrative Agent). (b) Fees . The Lenders and the General Administrative Agent shall have received all fees required to be paid on or before the Fourth Amendment Effective Date and all expenses required to be paid on or before the Fourth Amendment Effective Date for which invoices have been presented. For the avoidance of doubt, the Fourth Amendment Effective Date is September 22, 2005. Notwithstanding anything to the contrary, this Fourth Amendment shall only be deemed executed and delivered by the parties hereto on the Fourth Amendment Effective Date. 5. Continuing Effect of the Credit Agreement . This Fourth Amendment shall not constitute an amendment of any other provision of the Credit Agreement not expressly referred to herein and shall not be construed as a waiver or consent to any further or future action on the part of the Borrowers that would require a waiver or consent of the Lenders or any Agent. Except as expressly amended hereby, the provisions of the Credit Agreement are and shall remain in full force and effect. 6. Counterparts . This Fourth Amendment may be executed by the parties hereto in any number of separate counterparts (including facsimiled counterparts), each of which shall be deemed to be an original, and all of which taken together shall be deemed to constitute one and the same instrument. 7. GOVERNING LAW . THIS FOURTH AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS FOURTH AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 8. Expenses . Each Borrower (on a pro rata basis based on the maximum amount of the Commitments made available to it hereunder) severally agrees to pay or reimburse the General Administrative Agent for all of its out-of-pocket costs and expenses incurred in connection with the preparation, negotiation and execution of this Fourth Amendment, including, without limitation, the fees and disbursements of counsel to the General Administrative Agent.

3 IN WITNESS WHEREOF, the parties hereto have caused this Fourth Amendment to be duly executed and delivered by their proper and duly authorized officers as of the day and year first above written. GENERAL GROWTH PROPERTIES, INC. By: /s/ Jean Schlemmer Name: Jean Schlemmer Title: Executive Vice President - Asset Management GGP LIMITED PARTNERSHIP By: General Growth Properties, Inc., its general partner By: /s/ Jean Schlemmer Name: Jean Schlemmer Title: Executive Vice President - Asset Management GGPLP L.L.C. By: GGP Limited Partnership, its managing member By: General Growth Properties, Inc., general partner of GGP Limited Partnership

By: /s/ Jean Schlemmer Name: Jean Schlemmer Title: Executive Vice President - Asset Management /s/ WACHOVIA BANK, NATIONAL ASSOCIATION, as General Administrative Agent and as a Lender

Annex A PRICING GRID FOR REVOLVING CREDIT LOANS, SWING LINE LOANS AND TRANCHE A TERM LOANS
Leverage Ratio Applicable Margin for Eurodollar Loans Applicable Margin for Base Rate Loans

> 65.0% ≤ 65.0%

1.75% 1.50%

0.75% 0.50%

Changes in the Applicable Margin with respect to Revolving Credit Loans, Swing Line Loans and Tranche A Term Loans resulting from changes in the Leverage Ratio shall become effective on the date (the “ Adjustment Date ”) on which financial statements are delivered to the Lenders pursuant to Section 6.1 (but in any event not later than the 60 th day after the end of each of the first three quarterly periods of each fiscal year or the 90 th day after the end of each fiscal year, as the case may be) and shall remain in effect until the next change to be effected pursuant to this paragraph. In addition, at all times while an Event of Default shall have occurred and be continuing, the Leverage Ratio shall for the purposes of this Pricing Grid be deemed to be greater than 65.0%. Each determination of the Leverage Ratio pursuant to this Pricing Grid shall be as of the last day of each fiscal quarter of Holdings.

End of Filing © 2005 | EDGAR Online, Inc.


				
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