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):

February 24, 2012

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
(Address of principal executive offices) 60523
(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):

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 February 24, 2012, Inland Western Retail Real Estate Trust, Inc. (the “Company,” “we,” or “our”) amended and restated its existing credit agreement with a number of financial institutions, including KeyBank National Association and JPMorgan Chase Bank, N.A., affiliates of which acted as co-lead arrangers and joint book managers, to provide an unsecured credit facility in the aggregate amount of $650,000,000, consisting of a $350,000,000 unsecured revolving line of credit, subject to a borrowing base limitation, and a $300,000,000 unsecured term loan (together, the “Facility”).  The Facility replaces our $585,000,000 secured credit facility due to mature in February 2013, and we have the ability to increase the available borrowings under the Facility (the term and/or revolving portions) by up to $200,000,000, for a total aggregate potential Facility size of $850,000,000.  The Facility contains customary representations, warranties and covenants, and events of default.  If there has been no default under the Facility, we can make distributions to our stockholders as long as the ratio of distributions to funds from operations does not exceed 95%; provided, that regardless of whether there has been a default under the Facility, we may make such distributions to our stockholders as are required for the Company to maintain its status as a real estate investment trust under the U.S. income tax code.  Loans under the Facility bear interest at a rate per annum equal to LIBOR plus a margin of between 1.75% and 2.50% or the alternative base rate plus a margin of between 0.75% and 1.50%, both based on our leverage ratio as calculated under the Facility.  Interest on amounts outstanding under the Facility is payable monthly.  We may pay outstanding principal amounts under the Facility at any time without penalty or premium and must pay such amounts if borrowing base values are below certain amounts.  Any unpaid principal amounts are due and payable upon maturity of the Facility.  The term loan portion of the Facility matures on February 24, 2016, and the revolving portion of the Facility matures on February 24, 2015, but each maturity date may be extended by the Company for one additional year as long as there is no existing default under the Facility, we are in compliance with all covenants under the Facility, and we pay an extension fee.

Item 2.03.Creation of Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 2.03 by reference.

Item 7.01        Regulation FD Disclosure

On February 28, 2012, the Company issued a press release with respect to the Company closing on the Facility.  A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

The information in Items 7.01 and 9.01 of this report, including Exhibit 99.1, 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

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filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

Item 9.01        Financial 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 February 28, 2012.

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,” “consider,” “probable,” “committed,” “achieve,” and “focused,” 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 hereunto duly authorized.

	INLAND WESTERN RETAIL REAL ESTATE TRUST, INC.
	(Registrant)
	By:	/s/ Dennis K. Holland
		Dennis K. Holland
		Executive Vice President,
Date: February 28, 2012		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 February 28, 2012

EX-99.1

Exhibit 99.1

2901 Butterfield Road Oak Brook, IL 60523 www.inlandwestern.com

FOR IMMEDIATE RELEASE

Contact:	Joel Cunningham, Inland Communications, Inc.
	(630) 586-4897 or cunninghamj@inlandgroup.com

Inland Western Closes on New Unsecured $650 Million Credit Facility

Oak Brook, Ill. – February 28, 2012 – Inland Western Retail Real Estate Trust, Inc. (“Inland Western”) today announced it has closed on a new unsecured $650 million credit facility (“Facility”), comprised of a $300 million unsecured term loan and a $350 million unsecured revolving line of credit which amends and restates its existing $585 million secured credit facility.

The Facility bears interest at an annual rate of LIBOR plus 175 to 250 basis points and is based on a leverage grid. The term loan portion of the Facility will mature in February 2016 and the revolving portion of the Facility will mature in February 2015.  Both the term loan and the revolver include single one-year extension options. In addition, the Company has the ability to upsize the Facility through an accordion feature to $850 million.

“We are very pleased to refinance our existing secured credit facility with a new, upsized unsecured facility, which we believe will provide the company with enhanced financial and operational flexibility,” said Angela Aman, executive vice president, chief financial officer and treasurer for Inland Western. “This refinancing represents a critical step in the evolution of the company’s balance sheet. We appreciate the support of our lenders in closing this significant transaction.”

KeyBanc Capital Markets Inc. and JP Morgan Securities LLC acted as co-lead arrangers and joint book managers for the Facility. KeyBank National Association is the administrative agent. JPMorgan Chase Bank N.A. acted as syndication agent. Citibank, N.A. and Deutsche Bank Securities Inc. acted as documentation agents. Wells Fargo Bank National Association, Regions Bank, Bank of America, N.A., PNC Bank, National Association, The Bank of Nova Scotia, U.S. Bank National Association, and Fifth Third Bank, an Ohio Banking Corporation are all participants for the transaction.

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About Inland Western Retail Real Estate Trust, Inc.

We are a fully-integrated, self-administered and self-managed real estate company that owns and operates high quality, strategically located shopping centers and single-user retail properties. We are one of the largest owners and operators of shopping centers in the United States. As of December 31, 2011, our retail operating portfolio consisted of 259 properties with

2901 Butterfield Road Oak Brook, IL 60523 www.inlandwestern.com

approximately 34,649,000 square feet of gross leasable area, was geographically diversified across 35 states and includes power centers, community centers, neighborhood centers and lifestyle centers, as well as single-user retail properties.

Forward-Looking Statements

The statements and certain other information contained in this press release, 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,” “goal,” “initiative,” “likely,” “anticipate,” 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, including those detailed in the sections of the Company’s filings with the SEC. Inland Western does not undertake any duty to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.