8-K

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 Act of 1934

Date of Report (Date of Earliest Event Reported)
May 13, 2009

General Growth Properties, Inc.

(Exact name of registrant as specified in its charter)

Delaware	1-11656	42-1283895
(State or other jurisdiction of incorporation)	(Commission File Number)	(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:

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 May 13, 2009, the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”) authorized General Growth Properties, Inc. (the “Company”) and certain of its subsidiaries (collectively, the “Debtors”) to enter into a Senior Secured Debtor in Possession Credit, Security and Guaranty Agreement among the Company, as co-borrower, GGP Limited Partnership, as co-borrower, certain of their subsidiaries, as guarantors, UBS AG, Stamford Branch, as agent (the “DIP Agent”), and the lenders party thereto (the “DIP Credit Agreement”). A copy of the press release dated May 13, 2009, announcing the court approval of the DIP Credit Agreement, is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The DIP Credit Agreement provides for an aggregate commitment of $400 million (the “DIP Term Loan”), which will be used to refinance certain pre-petition secured indebtedness and provide additional liquidity to the Debtors during the pendency of their Chapter 11 cases. The DIP Credit Agreement provides that principal outstanding on the proposed DIP Term Loan will bear interest at an annual rate equal to LIBOR (subject to a minimum LIBOR floor of 1.5%) plus 12%.

Subject to certain conditions precedent, the Company will have the right to elect to repay all or a portion of the outstanding principal amount of the DIP Term Loan, plus accrued and unpaid interest thereon and all exit fees at maturity by issuing (i) common stock of the Company to the lenders (the “Equity Conversion”) or (ii) debt to the lenders, which would be issued for a three-year term, prepayable at any time without penalty or premium, and otherwise on terms substantially similar to those of the proposed DIP Term Loan. Any Equity Conversion will be limited to the lenders’ receipt of Company common stock equaling no more than (1) 8.0% of the Company common stock distributed in connection with the Debtors’ plan of reorganization, as confirmed by the Bankruptcy Court (the “Plan of Reorganization”), on a fully-diluted basis, or (2) 9.9% of the Company common stock actually distributed in connection with the Plan of Reorganization on the effective date of such plan, without giving effect to common stock held back for the payment of contingencies.

The DIP Credit Agreement contains customary covenants, representations and warranties, and events of default.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits

Exhibit No.		Description
	99.1	Press release dated May 13, 2009.

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/ Thomas H. Nolan, Jr.
		Thomas H. Nolan, Jr.
Date: May 13, 2009		President and Chief Operating Officer

EXHIBIT INDEX

Exhibit Number		Name
	99.1	Press release dated May 13, 2009.

EX-99.1

EXHIBIT 99.1

General Growth Properties, Inc. Announces
Court Approval of DIP Financing

Chicago, Illinois, May 13, 2009—GENERAL GROWTH PROPERTIES, INC. (the “Company”) today announced that it and certain debtor subsidiaries (the “Debtors”) have received approval from the United States Bankruptcy Court for the Southern District of New York of a $400 million debtor-in-possession financing (the “DIP Financing”) from a group of pre-petition unsecured creditors of certain of the Debtors, subject to entry of the final Bankruptcy court order, which is expected to occur tomorrow. The DIP Financing is currently expected to close on Friday, May 15, 2009.

The DIP Financing will be used to refinance certain pre-petition secured indebtedness and provide additional liquidity to the Debtors during the Chapter 11 process.

As previously announced, the Debtors filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code on April 16 and April 22, 2009. The Chapter 11 cases are being jointly administered under case number 09-11977 (ALG). The Company has also received final bankruptcy court approval of motions generally designed to permit continued normal operations and covering, among other things, employee obligations, critical service providers, tax matters and insurance matters. The motions covering tenant obligations, cash management and cash collateral also have been approved, subject to entry of the final Bankruptcy court orders, which is also expected to occur tomorrow. All day-to-day operations and business of all of the Company’s shopping centers and other properties will continue as usual.

Additional information about the restructuring is available on the Company’s website www.ggp.com, the claims agent’s website http://www.kccllc.net/GeneralGrowth or via the Company’s restructuring information line at (888) 830-4665.

GGP Information/Website

The Company currently has ownership interest in, or management responsibility for, over 200 regional shopping malls in 44 states, as well as ownership in master planned community developments and commercial office buildings. The Company’s portfolio totals approximately 200 million square feet of retail space and includes over 24,000 retail stores nationwide. Trading of the Company’s common stock on the New York Stock Exchange has been suspended. The Company’s common stock is trading in the pink sheets under the symbol GGWPQ.

Forward Looking Statements

This press release contains forward-looking statements. Actual results may differ materially from the results suggested by these forward-looking statements, for a number of reasons, including, but not limited to, the impact of our bankruptcy filing, our ability to refinance, extend or repay our near and intermediate term debt, our substantial level of indebtedness and interest rates, retail and credit market conditions, impairments, land sales in the Master Planned Communities segment, the cost and success of development and re-development projects and our ability to successfully manage our strategic and financial review and our liquidity demands. Readers are referred to the documents filed by General Growth Properties, Inc. with the Securities and Exchange Commission, which further identify the important risk factors that could cause actual results to differ materially from the forward-looking statements in this release. The Company disclaims any obligation to update any forward-looking statements.

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CONTACT: Jim Graham, Corporate Communications, (312) 960-2955