0000950123-11-088574.txt : 201110040000950123-11-088574.hdr.sgml : 2011100420111004172757ACCESSION NUMBER:0000950123-11-088574CONFORMED SUBMISSION TYPE:8-KPUBLIC DOCUMENT COUNT:10CONFORMED PERIOD OF REPORT:20110929ITEM INFORMATION:Entry into a Material Definitive AgreementITEM INFORMATION:Termination of a Material Definitive AgreementITEM INFORMATION:Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a RegistrantITEM INFORMATION:Financial Statements and ExhibitsFILED AS OF DATE:20111004DATE AS OF CHANGE:20111004

FILER:

COMPANY DATA:COMPANY CONFORMED NAME:Howard Hughes CorpCENTRAL INDEX KEY:0001498828STANDARD INDUSTRIAL CLASSIFICATION:REAL ESTATE INVESTMENT TRUSTS [6798]IRS NUMBER:364673192STATE OF INCORPORATION:DEFISCAL YEAR END:1231

FILING VALUES:FORM TYPE:8-KSEC ACT:1934 ActSEC FILE NUMBER:001-34856FILM NUMBER:111124846

BUSINESS ADDRESS:STREET 1:ONE GALLERIA TOWERSTREET 2:13355 NOEL ROAD, SUITE 950CITY:DALLASSTATE:TXZIP:75240BUSINESS PHONE:214-741-7744

MAIL ADDRESS:STREET 1:ONE GALLERIA TOWERSTREET 2:13355 NOEL ROAD, SUITE 950CITY:DALLASSTATE:TXZIP:75240

FORMER COMPANY:FORMER CONFORMED NAME:Spinco, Inc.DATE OF NAME CHANGE:20100811

8-K1d84942e8vk.htmFORM 8-K

e8vk

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September29, 2011

THE HOWARD HUGHES CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

001-34856

36-4673192

(State or other jurisdiction

(Commission File Number)

(I.R.S. Employer

of incorporation)

Identification No.)

One Galleria Tower
13355 Noel Road, Suite950
Dallas, Texas 75240
(Address of principal executive offices)

Registrants telephone number, including area code: (214)741-7744

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy thefiling obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b))

Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c))

Item1.01 Entry into a Material Definitive Agreement.

On September29, 2011, Victoria Ward, Limited; Victoria Ward Center L.L.C.; Victoria WardEntertainment Center, L.L.C.; Ward Plaza-Warehouse, LLC; and Ward Gateway-Industrial-Village, LLC(collectively, Victoria Ward) entered into a loan agreement (the LoanAgreement) with Wells Fargo Bank, National Association, as contractual representative andadministrative agent, Wells Fargo Securities, L.L.C., as the sole lead arranger and sole bookrunnerand the other lending institutions party thereto (collectively, the Lenders). Theentities comprising Victoria Ward are all wholly-owned, indirect subsidiaries of The Howard HughesCorporation (the Company).

The Loan Agreement provides for a five-year credit facility with a maturity date of September29, 2016 under which Victoria Ward may borrow up to $250.0million. The initial proceeds under theLoan Agreement will be used to pay closing costs and pay off approximately $209.5million of debtoutstanding under: (1)the loan agreement dated as of November10, 2004 by and among Victoria WardCenter L.L.C., Victoria Ward Entertainment Center L.L.C. and Bank of America, N.A; (2)the loanagreement dated as of September29, 2006 by and between Ward Gateway-Industrial-Village, LLC andBank of America, N.A.; and (3)the loan agreement dated as of September29, 2006 by and betweenWard Plaza-Warehouse, LLC and PB (USA)Realty Corporation, which expire between January1, 2014 andOctober5, 2016. The remaining proceeds from the Loan Agreement will be used primarily for capitalexpenditures and leasing costs. The Victoria Ward entities have pledged real property comprisingthe development known as Ward Centers as collateral for the loan.

Borrowings under the Loan Agreement bear interest at one-month LIBOR plus 2.5% and paymentsare interest only. On September 30, 2011, Victoria Ward also entered into an interest rate swapagreement with Wells Fargo Bank, National Association to effectively set the interest rate withrespect to a notional amount of $143.0million of the borrowings under the Loan Agreement at a3.80% fixed rate. The interest rate swap has an effective date ofOctober3, 2011 and amaturity date of September30, 2016. Notwithstanding the terms of the interest rate swap, VictoriaWard is ultimately obligated for the interest and principal due and payable under the Loan Agreement.

The Loan Agreement contains a number of customary covenants, including compliance with variousfinancial ratios and tests, and certain covenants that restrict, among other things, VictoriaWards ability to incur debt; incur liens; transfer properties; merge or consolidate with othercompanies and make certain acquisitions.

The Loan Agreement also contains customary events of default certain of which are subject tocure periods. The events of default include, among others things, nonpayment of principal,interest or fees; breach of the representations or warranties in any material respect; breach ofthe financial, affirmative or negative covenants; payment default on, or accelerations of, othermaterial indebtedness; bankruptcy or insolvency; material judgments entered against Victoria Ward;certain changes in control of Victoria Ward; and the invalidity or unenforceability of the LoanAgreement or other documents associated with the Loan Agreement.

The Loan Agreement further requires that the Company provide certain guaranties andindemnities in favor of the Lenders, including a limited guaranty of certain recourse carve-outitems, a completion guaranty and a hazardous materials indemnity agreement.

The descriptions of the Loan Agreement arequalified in their entirety by the terms of the Loan Agreement. Acopy of the Loan Agreement is attached hereto as Exhibit 10.1 and isincorporated herein by reference.

Item1.02 Termination of a Material Definitive Agreement.

The information set forth in Item1.01 is incorporated herein by reference.

Item2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet

Arrangement of a Registrant.

The information set forth in Item1.01 is incorporated herein by reference.

2

Item9.01 Financial Statement and Exhibits.

Exhibit

Number Description

10.1

Loan Agreement dated as of September29, 2011, by and among Victoria WardLimited along with certain of Victoria Ward, Limiteds subsidiaries, asborrowers, Wells Fargo Bank, National Association, as Administrative Agent andlead lender, CIBC, First Hawaiian Bank, Bank of Hawaii and Central Pacific Bank,as lenders, and Wells Fargo Securities, L.L.C., as sole Lead Arranger and SoleBookrunner.

99.1

Copy of press release issued by The Howard Hughes Corporation on October4, 2011.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant hasduly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

THE HOWARD HUGHES CORPORATION

By: /s/ Peter F. Riley

Peter F. Riley

Senior Vice President, Secretary and GeneralCounsel

Date: October4, 2011

EX-10.12d84942exv10w1.htmEX-10.1

exv10w1

Exhibit10.1

LOAN AGREEMENT
by and among

VICTORIA WARD, LIMITED
and the other Entities included in the definition of Borrower,
as Borrower,

and

WELLS FARGO BANK, NATIONAL ASSOCIATION
as Administrative Agent,

and

THE FINANCIAL INSTITUTIONS NOW OR HEREAFTER SIGNATORIES HERETO AND THEIR
ASSIGNEES PURSUANT TO SECTION 15.14, as Lenders,

WELLS FARGO SECURITIES, L.L.C.,
as Sole Lead Arranger and Sole Bookrunner,

Entered into as of September29, 2011

WFB LOAN NO. 1004573

TABLE OF CONTENTS

Page

ARTICLE 1. DEFINITIONS 1

1.1 DEFINED TERMS 1

1.2 SCHEDULES AND EXHIBITS INCORPORATED 15

ARTICLE 2. LOAN 15

2.1 LOAN 15

(a)Initial Facility Amount; Initial Advance 15

(b)Earnout Holdback; Subsequent Advances 15

2.2 LOAN FEES 16

2.3 LOAN DOCUMENTS 16

2.4 EFFECTIVE DATE 16

2.5 MATURITY DATE 16

2.6 INTEREST ON THE LOAN 16

(a)Interest Payments 16

(b)Default Interest 16

(c)Late Fee 16

(d)Computation of Interest 17

(e)Effective Rate 17

(f)One-Month LIBO Rate Taxes, Regulatory Costs and Rese