8-K

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

Date of Report (Date of earliest event reported):

January 14, 2010

INLAND WESTERN RETAIL REAL ESTATE TRUST, INC.

(exact name of registrant as specified in charter)

Maryland
(State or other
jurisdiction of
incorporation) 000-51199 (Commission File Number) 42-1579325 (IRS Employer
Identification No.)

2901 Butterfield Road, Oak Brook, Illinois	60523
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (630) 218-8000

Not Applicable

(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 (see General Instruction A.2. below):

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01Regulation FD Disclosure

On January 14, 2010, Inland Western Retail Real Estate Trust, Inc. (the “Company”) issued a press release with respect to a commitment for new secured loans in the aggregate principal amount of $300,000,000 that the Company received from JPMorgan Chase Bank, N.A.  A copy of the press release is attached as Exhibit 99.1 to this Form 8-K.

Attached to this Form 8-K as Exhibit 99.2 is a copy of a letter from the Company to its stockholders in connection with the position of the Company’s Board of Directors with respect to an unsolicited tender offer for less than 5% of its common shares, which letter will be sent on or about January 14, 2010 and which letter is incorporated in its entirety into this report.

The information in this report, including Exhibits 99.1 and 99.2, is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, 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, or the Securities Exchange Act of 1934, as amended.

Item 9.01Financial Statements and Exhibits

(d)Exhibits

The following Exhibits are included with this Report:

99.1Press release of Inland Western Retail Real Estate Trust, Inc., dated January 14, 2010.

99.2Letter to stockholders of Inland Western Retail Real Estate Trust, Inc.

The statements and certain other information contained in this report, which can be identified by the use of forward-looking terminology such as “may,” “will,” “expect,” “continue,” “remains,” “intend,” “aim,” “towards,” “should,” “prospects,” “could,” “future,” “potential,” “believes,” “plans,” “likely,” “anticipate,” “position,” and “probable,” or the negative thereof or other variations thereon or comparable terminology, constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are subject to the safe harbors created thereby.  These statements should be considered as subject to the many risks and uncertainties that exist in the Company’s operations and business environment.  Such risks and uncertainties could cause actual results to differ materially from those projected.  These uncertainties include, but are not limited to, economic conditions, market demand and pricing, competitive and cost factors, and other risk factors.

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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, thereunto duly authorized.

	INLAND WESTERN RETAIL REAL ESTATE TRUST, INC.
	(Registrant)
	By:	/s/ Dennis K. Holland
		Dennis K. Holland
Date: January 15, 2010		General Counsel and Secretary

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release of Inland Western Retail Real Estate Trust, Inc., dated January 14, 2010
99.2	Letter to stockholders of Inland Western Retail Real Estate Trust, Inc.

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EX-99.1

Exhibit 99.1

	NEWS RELEASE 18-05-095
	2901 Butterfield Road        Oak Brook, Ill. 60523     www.inlandwestern.com
	FOR IMMEDIATE RELEASE
	Contact:	Georganne Palffy, Inland Western Retail Real Estate Trust, Inc.  (Analysts)
		(630) 368-2358 or georganne.palffy@inland-western.com
		Matt Tramel, Inland Communications, Inc. (Media)
		(630) 218-8000 Ext. 4896 or tramel@inlandgroup.com
	INLAND WESTERN RETAIL REAL ESTATE TRUST, INC. ANNOUNCES NEW $300 MILLION COMMITMENT FOR SECURED LOANS Oak Brook, Ill.  Jan 14, 2010 – Inland Western Retail Real Estate Trust, Inc. (“Inland Western”) today announced that the company has obtained a commitment for new secured loans from JPMorgan Chase Bank, N.A.  J.P. Morgan provided the $300 million non-recourse forward commitment that Inland Western will use to refinance 2010 debt maturities. “This $300 million commitment, coupled with the $625 million loan we closed in December, demonstrates solid revitalization signs in the CMBS markets, as well as the existence of attractive credit in the marketplace for quality assets,” commented Steven Grimes, chief executive officer of Inland Western.  “We are appreciative of JPMorgan’s continued strong support of Inland Western with this commitment.” During the last twelve months, Inland Western has refinanced, including commitments, paid down and extinguished debt totaling $1.8 billion and has reached agreements or is in negotiations to extend another $396 million. Inland Western Retail Real Estate Trust, Inc. is a self-managed real estate investment trust that acquires, manages and develops a diversified portfolio of real estate, primarily multi-tenant shopping centers across the United States.  As of September 30, 2009, the portfolio under management totaled in excess of 49 million square feet, consisting of 299 wholly owned properties and 2 consolidated joint venture properties.  The company also has interests in 12 unconsolidated properties and 14 properties in 7 development joint ventures.  For further information, please see the company website at www.inlandwestern.com. This press release may contain forward-looking statements.  Forward-looking statements are statements that are not historical, including statements regarding management’s intentions, beliefs, expectations, representations, plans or predictions of the future, and are typically identified by such words as “believe,” “expect,” “anticipate,” “intend,” “estimate,” “may,” “will,” “should” and “could.”  The company intends that such forward-looking statements be subject to the safe harbors created by Section 27A of the Securities Act of 1933 and Section 21E.

EX-99.2

Exhibit 99.2

January 14, 2010

Dear Stockholder:

We are aware that you may have received an unsolicited mini-tender offer by CMG Acquisition Co., LLC (“CMG”) dated December 21, 2009 to purchase shares of Inland Western Retail Real Estate Trust, Inc. (“Inland Western”) for a price of $1.50 per share.  Although some stockholders consider such offers a nuisance, CMG’s demand for ownership of our shares demonstrates their belief, as stated in the offer, that our shares are worth more than the offer price and the offer may not represent a fair assessment of the shares’ potential value if a liquidation of our assets were to occur.  Please note that CMG states in the offer that they are seeking to acquire shares for investment purposes and are only seeking 800,000 of our approximately 481 million shares outstanding representing 0.17%.

CMG and its offer are not affiliated with Inland Western. Based upon the information known today, our Board of Directors has unanimously determined that the offer is not in the best interest of the stockholders.  Although each stockholder has his or her individual liquidity needs and must evaluate the offer accordingly, the Board of Directors does not recommend or endorse CMG’s mini-tender offer and suggests that stockholders reject the offer and not tender their shares pursuant to the offer.

The Board of Directors believes that the current estimated value of our shares is in excess of the CMG offer price.  Although current market conditions, including lower real estate prices and restricted sources of credit may have a negative impact on the share value, the Board of Directors strongly believes that the estimated value of our shares is in excess of $1.50 per share.  However, we can give no assurance that stockholders could sell their shares above $1.50 per share.

Stockholders are urged to consult with their financial advisors and to exercise caution with respect to mini-tender offers.  Mini-tender offers are third-party offers to purchase less than 5% of a company’s outstanding shares, thereby avoiding many filing, disclosure and procedural requirements of the Securities and Exchange Commission (“SEC”). The SEC has cautioned investors about offers of this nature. Additional information about mini-tender offers is available on the SEC’s website at www.sec.gov/investor/pubs/minitend.htm.

Sincerely,

INLAND WESTERN RETAIL REAL ESTATE TRUST, INC.

Steven P. Grimes

Chief Executive Officer and President

The statements and certain other information contained in this letter, which can be identified by the use of forward-looking terminology such as “may,” “will,” “expect,” “continue,” “remains,” “intend,” “aim,” “towards,” “should,” “prospects,” “could,” “future,” “potential,” “believes,” “plans,” “likely,” “anticipate,” “position,” and “probable,” or the negative thereof or other variations thereon or comparable terminology, constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are subject to the safe harbors created thereby.  These statements should be considered as subject to the many risks and uncertainties that exist in Inland Western’s operations and business environment.  Such risks and uncertainties could cause actual results to differ materially from those projected.  These uncertainties include, but are not limited to, economic conditions, market demand and pricing, competitive and cost factors, and other risk factors.

Inland Western Retail Real Estate Trust, Inc.  2901 Butterfield Road  Oak Brook, Illinois 60523  800.541.7661  www.inlandwestern.com