ITEM 1.01           Entry into a Material Definitive Agreement.

On January 28, 2013, General Growth Properties, Inc. (the “Company”) announced the execution of the following two agreements with respect to the purchase of its outstanding warrants to purchase shares (“shares”) of its common stock by its subsidiary General Growth Properties Limited Partnership (“GGPLP”):

·                  Warrant Purchase Agreement (“Fairholme Warrant Purchase Agreement”), dated as of January 28, 2013, by and among the Company, GGPLP, and Fairholme Funds, Inc., on behalf of each of The Fairholme Fund and The Fairholme Focused Income Fund (“Fairholme”), with respect to 41,071,429 warrants at an aggregate purchase price of approximately $565 million.  A copy of the Fairholme Warrant Purchase Agreement is attached as Exhibit 10.1 to this Form 8-K.

·                  Warrant Purchase Agreement (“Blackstone Warrant Purchase Agreement”), dated as of January 28, 2013, by and among the Company, GGPLP, and Blackstone Real Estate Partners VI L.P., Blackstone Real Estate Partners (AIV) VI L.P., Blackstone Real Estate Partners VI.F L.P., Blackstone Real Estate Partners VI.TE.1 L.P., Blackstone Real Estate Partners VI.TE.2 L.P., Blackstone Real Estate Holdings VI L.P. and Blackstone GGP Principal Transaction Partners L.P., each an affiliate of The Blackstone Group, L.P. (collectively, “the Blackstone Entities”), with respect to 5,000,000 warrants at an aggregate purchase price of approximately $69 million.  A copy of the Blackstone Warrant Purchase Agreement is attached as Exhibit 10.2 to this Form 8-K.

The warrants are currently exercisable into approximately 52 million shares.  The Company paid $565 million for warrants to purchase approximately 46.1 million shares from Fairholme and $69 million for warrants to purchase approximately 5.6 million shares from the Blackstone Entities.  The warrants are scheduled to expire in November 2017.

Effective with the transactions, which are expected to close on January 30, 2013, the Blackstone Entities and Fairholme will no longer hold any warrants to acquire the Company’s common stock.

John G. Schreiber, a director of the Company, controls Centaur Partners IV, L.P., which is (x) a partner in Blackstone Real Estate Holdings VI L.P., one of the Blackstone Entities, and (y) a member of BREA VI L.L.C., which the general partner of a limited partnership, which is the general partner of the other Blackstone Entities.

ITEM 9.01           Financial Statements and Exhibits.

(d)           Exhibits

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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.

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EXHIBIT INDEX

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