UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Current Report Pursuant to Section 13 or 15(d) of
The Securities Act of 1934
Date of Report (Date of Earliest Event Reported)
November 12, 2004
GENERAL GROWTH PROPERTIES, INC.
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(Exact name of registrant as specified in its charter)
Delaware 1-11656 42-1283895
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(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification
incorporation) Number)
110 N. Wacker Drive, Chicago, Illinois 60606
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(Address of principal executive offices) (Zip Code)
(312) 960-5000
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(Registrant's telephone number, including area code)
N/A
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(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))
ONLY THOSE ITEMS AMENDED ARE REPORTED HEREIN.
The registrant hereby amends its Current Report on Form 8-K signed November 12,
2004 as follows:
ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
On November 12, 2004, General Growth Properties, Inc. (the "Company") completed
its previously announced merger with The Rouse Company ("Rouse"), a real estate
development and management company. Under the terms of the merger agreement,
stockholders of Rouse received a cash payment of $65.20526 per share. The total
consideration paid was approximately $12.7 billion consisting of approximately
$7.3 billion in cash plus the assumption of approximately $5.4 billion of
existing Rouse debt (including Rouse's share of debt of unconsolidated
affiliates). The primary source of the cash consideration for the merger was an
approximately $7.3 billion credit agreement with a syndicate of banks and other
entities discussed below in response to Item 2.03.
In addition, on November 9, 2004, the Company closed a warrant offering to
existing equity holders. Subscribers in the warrants offering subscribed for
approximately 15.9 million shares of the Company's common stock, at $32.23 per
share, for total gross proceeds of approximately $512.6 million. The Company
accepted the subscriptions and issued the common stock as of Friday, November
12, 2004.
Reference is made to the Merger Agreement filed as Exhibit 2.1 and hereby
incorporated by reference.
ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT
The Company entered into a credit agreement on November 12, 2004 to fund the
cash portion of the Rouse merger consideration and, with other cash and
financing sources, fund other costs of the merger transaction. The credit
agreement includes a six-month bridge loan of approximately $1.145 billion, a
three-year $3.65 billion term loan, a four-year $2 billion term loan and a
three-year $500 million revolving credit facility of which only $250 million was
initially borrowed. Repayment of the three-year $3.65 billion term loan begins
in November 2005 with semi-annual payments in 2006, quarterly payments in 2007
and a final $1.775 billion payment in November 2007. Repayment of the four-year
$2 billion term loan begins in March 2005 with quarterly payments through
September 2008 and a final $1.925 billion payment in November 2008. The Company
has the right to reduce amounts outstanding under the credit agreement, without
incurring prepayment penalties, by making payments in excess of the required
minimum payments. The credit agreement initially bears interest at a
weighted-average rate of LIBOR plus approximately 2.28 percent.
With exceptions for capital expenditures and other items, the Company is
required to apply the net proceeds of future mortgage financings and
refinancings, sales of equity, and asset dispositions (including by casualty or
condemnation) toward prepayment of the credit agreement in accordance with
various priorities set out in the credit agreement. The credit agreement is
secured by a pledge of the Company's operating partnership's ownership
interests in Rouse and in GGPLP L.L.C. and also by a pledge of the interests in
an operating account in which the Company will deposit any distributions the
operating partnership receives from its interests in the Rouse companies.
During the term of the facility, the Company is subject to customary
affirmative and negative covenants. Upon the occurrence of an event of default
contained in the credit agreement, the lenders will have the option of
declaring immediately due and payable all amounts outstanding under the
agreement. The credit agreement contains events of default including a failure
by the Company to maintain its status as a REIT under the Internal Revenue
Code, a failure by the Company to remain listed on the New York Stock Exchange
and such customary events as nonpayment of principal, interest, fees or other
amounts, breach of representations and warranties, breach of covenant,
cross-default to other indebtedness and certain bankruptcy events.
Reference is made to the credit agreement filed as Exhibit 10.1 and hereby
incorporated by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(a), (b) The requisite financial information with respect to the
Rouse acquisition will be filed under cover of Form 8-K/A as
soon as practicable, and in any event not later than 71 days
after the closing date of acquisition on November 12, 2004.
(c) Exhibits
Exhibit
Number Name
2.1 Agreement and Plan of Merger by and Among The
Rouse Company, General Growth Properties, Inc.
and Red Acquisition, LLC dated as of August 19,
2004 (incorporated by reference to Exhibit 2.1 to
the Company's Report on Form 8-K/A filed August
23, 2004)
10.1 $7,295,000,000 Amended and Restated Credit
Agreement among General Growth Properties, Inc.,
GGP Limited Partnership and GGPLP L.L.C, as
Borrowers, the Several Lenders from Time to Time
Parties hereto, 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
dated as of November 12, 2004
10.2 Sixth Amendment dated November 12, 2004 to the
Second Amended and Restated Operating Agreement
of GGPLP, L.L.C.
10.3 Amendment dated November 12, 2004 to the Second
Amended and Restated Agreement of Limited
Partnership of GGP Limited Partnership
99.1 Press Release dated November 12, 2004 entitled
"General Growth Properties, Inc. Completes Merger
of The Rouse Company"
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
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Bernard Freibaum
Executive Vice President and
Chief Financial Officer
Date: November 18, 2004
EXHIBIT INDEX
EXHIBIT
NUMBER NAME
2.1 Agreement and Plan of Merger by and Among The Rouse Company,
General Growth Properties, Inc. and Red Acquisition, LLC dated
as of August 19, 2004 (incorporated by reference to Exhibit
2.1 to the Company's Report on Form 8-K/A filed August 23,
2004)
10.1 $7,295,000,000 Amended and Restated Credit Agreement among
General Growth Properties, Inc., GGP Limited Partnership and
GGPLP L.L.C, as Borrowers, the Several Lenders from Time to
Time Parties hereto, 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
dated as of November 12, 2004
10.2 Sixth Amendment dated November 12, 2004 to the Second Amended
and Restated Operating Agreement of GGPLP, L.L.C.
10.3 Amendment dated November 12, 2004 to the Second Amended and
Restated Agreement of Limited Partnership of GGP Limited
Partnership
99.1 Press Release dated November 12, 2004 entitled "General Growth
Properties, Inc. Completes Merger of The Rouse Company"