SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
the Securities Act of 1934
Date of Report (Date of Earliest Event Reported)
July 11, 2003
General Growth Properties, Inc.
(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
(Address of principal executive offices) (Zip Code)
(312) 960-5000
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(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS.
On June 11, 2003, GGP Limited Partnership, a Delaware limited
partnership (the "Operating Partnership"), through an indirect subsidiary,
acquired 100% of Saint Louis Galleria, an enclosed mall in St. Louis, Missouri.
The interest in Saint Louis Galleria was acquired from Hycel Partners I, L.P., a
Delaware limited partnership. General Growth Properties, Inc. (the "Company"), a
Delaware corporation and the general partner of the Operating Partnership, holds
an approximate 76% general partnership interest in the Operating Partnership.
The aggregate consideration paid for Saint Louis Galleria was
approximately $235 million (subject to certain prorations and adjustments). The
consideration was paid from cash on hand, including proceeds from refinancings
of existing long-term debt and an approximately $176 million short-term
acquisition loan which initially bears interest at LIBOR plus 105 basis points.
After October 2003, depending upon certain factors, the interest rate spread on
the loan could vary from 85 basis points to 165 basis points. The loan requires
monthly payments of interest only, is scheduled to mature in October 2005, and
is subject to three one-year, no-cost extension options.
Saint Louis Galleria opened in 1986 and was expanded in 1991, 1995 and
2002. It is a two-level mall containing approximately 1.2 million square feet of
gross leaseable area. Saint Louis Galleria is anchored by Famous Barr, Lord &
Taylor, Dillard's and Mark Shale and contains approximately 165 mall shops.
Saint Louis Galleria is currently approximately 94% occupied.
On June 12, 2003, the Operating Partnership, through an indirect
subsidiary, acquired 100% of Coronado Center, an enclosed mall in Albuquerque,
New Mexico. The interest in Coronado Center was acquired from Coronado Center
Trust, a New Mexico Trust. The aggregate consideration paid for Coronado Center
was approximately $175 million (subject to certain prorations and adjustments).
The consideration was paid in the form of cash borrowed under an existing
unsecured revolving credit facility and an approximately $131 million short-term
acquisition loan which initially bears interest at LIBOR plus 85 basis points.
After October 2003, depending upon certain factors, the interest rate spread on
the loan could vary from 90 basis points to 195 basis points. The loan requires
monthly payments of interest only, is scheduled to mature in October 2005, and
is subject to three one-year, no-cost extension options.
Coronado Center opened in 1964 and has been renovated and expanded
numerous times, most recently in 1995. It is a two-level mall containing
approximately 1.2 million square feet of gross leaseable area. The mall is
anchored by Macy's, Foley's, Mervyn's, JCPenney and Sears and contains
approximately 150 mall shops. Coronado Center is currently approximately 95%
occupied.
On July 1, 2003, the Operating Partnership acquired the 49% ownership
interest in GGP Ivanhoe III, Inc. which was held by the Company's joint venture
partner (Ivanhoe Cambridge, Inc. of Montreal, Canada ("Ivanhoe")), thereby
increasing the Company's ownership interest to a full 100%. Following the
completion of the transaction described below, GGP Ivanhoe III, Inc. holds a
100% ownership in seven enclosed regional malls.
Concurrently with the transaction described above, a new joint venture,
GGP Ivanhoe IV, Inc., was created between the Operating Partnership and Ivanhoe
to own Eastridge Mall, which previously had been owned by GGP Ivanhoe III, Inc.
No gain or loss will be recognized on the transfer of Eastridge Mall by GGP
Ivanhoe III, Inc. The Operating Partnership's ownership interest in GGP Ivanhoe
IV, Inc. is 51% and Ivanhoe's ownership interest is 49%.
The aggregate consideration for the 49% ownership interest in GGP
Ivanhoe III, Inc. was approximately $459 million (subject to certain prorations
and adjustments). Approximately $268 million of existing mortgage debt was
assumed in connection with this acquisition with the balance of the aggregate
consideration, or approximately $191 million, being funded from proceeds from
the refinancing of existing long-term debt and new mortgage loans on previously
unencumbered properties.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a), (b) The requisite financial information with respect to the acquisitions
will be filed under cover of Form 8-K/A as soon as practicable, and in any event
not later than 60 days after the date that this Form 8-K has been filed.
(c) Exhibits
Not applicable
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: July 11, 2003