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GGP Board Approves Rouse Spin-Off

The board of directors of General Growth Properties Inc. approved the spin-off of Rouse Properties Inc., its subsidiary.

The transaction will be completed using a pro rata taxable dividend of voting common stock of Rouse Properties held by GGP as of Jan. 12, 2012 to GGP’s stockholders of record as of Dec. 30, 2011. For every share of GGP common stock, the stockholders will receive approximately 0.0375 shares of Rouse Properties’ common stock. GGP expects that approximately 35.5 million shares of Rouse’s common stock will be outstanding immediately following the spin-off. The distribution of these shares will be made in book-entry form, with no physical share certificates issued.

Rouse plans to trade on the New York Stock Exchange under the symbol RSE.

General Growth originally announced plans to form Rouse Properties Inc. in August. Last month, the firm named Andrew Silberfien as Rouse’s president and CEO.

Rouse filed an amendment to its registration statement with the Securities and Exchange Commission on Dec. 20. As a subsidiary of GGP, Rouse reported historical core net operating income of approximately $113.1 million for the nine months ended Sept. 30, 2011.

On the date of dividend distribution, Rouse Properties will have approximately $1.16 billion in outstanding debt, with the weighted average interest rate of 5.6 percent. The company’s debt includes $724 million in existing mortgage commitments and a $433.5 million three-year senior secured term loan provided through Wells Fargo Bank.

In addition, Rouse also finalized a three and a half-year subordinated unsecured revolving credit facility with an affiliate of Brookfield Asset management Inc. The agreements will provide Rouse with a $100 revolving line of credit.

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