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Simon and General Growth Continue to Jockey for Position in Determining GGP's Fate

The fate of General Growth Properties remains in flux as the major players that will determine its future continue to jockey for position. All signs point to next Wednesday’s bankruptcy court hearing as being a watershed moment for the U.S. mall industry that could determine whether Simon Property Group absorbs its largest competitor or if General Growth is able to fend off the advances and remain independent.

In the latest development, the Wall Street Journal reported that General Growth has briefed key creditors on a plan that would result in the Chicago-based REIT being split in two. As part of the plan, Brookfield Asset Management would infuse one entity with $2.7 billion in cash—valuing the REIT at $15 per share. That entity would own the bulk of General Growth’s properties and be pitched as a “safe” asset. A second, smaller firm with more risky assets would also be created.

The plan is expected to be presented to a bankruptcy judge next Wednesday at a hearing that will also determine whether General Growth can have an extension on the period during which it has the exclusive ability to present a restructuring plan. If the period is not extended, it frees General Growth’s unsecured creditors and other outside parties to enter their own proposals for restructuring, which would likely include the plan to sell the firm wholesale to Simon.

Here is a rundown of everything that’s happened in the past 16 days.

Monday, February 8: Indianapolis-based Simon sends a letter to General Growth’s board with a $10 billion offer to buy the company said to be backed by a significant portion of General Growth’s creditors. The plan offers to pay off all of General Growth’s unsecured debt obligations—about $7 billion—and offers $9 per share to shareholders. The offer would result in Simon Property Group owning about 40 percent of the regional malls in the United States. Simon also hints that it would bring in an institutional partner to help fund the acquisition.

Monday, February 15: Having gotten no response, Simon goes public with its February 8 letter as well as a follow-up letter dated that morning reiterating the offer. That evening, General Growth responds with a letter of its own rejecting Simon’s terms, but inviting it to continue to participate in General Growth’s restructuring process. General Growth lays out a process it intends to pursue that will allow other bidders to present plans for the firm.

Tuesday, February 16: Simon sends sharply-worded response chastising General Growth’s approach to Simon’s offer and asserting that it is the only bidder in a position to maximize value for General Growth’s shareholders and immediately satisfy its unsecured debt holders.

Thursday, February 18: General Growth sends a terse response reiterating its commitment to a process that will allow it to consider more offers besides Simon.

Friday, February 19: Word comes out that Simon may be talking with the Blackstone Group as a potential equity partner in its takeover bid. Simon sends yet another letter to General Growth. The letter criticizes General Growth’s comments to a non-disclosure agreement draft that Simon had delivered at a February 8 meeting.

Tuesday, February 23: Word initially comes out that Canadian firm Brookfield Asset Management—one of General Growth’s largest unsecured creditors—is prepping a bid to take a large ownership stake in General Growth—perhaps up to 30 percent.

Wednesday, February 24: General Growth outlines a plan that would split the firm in two, according to the Wall Street Journal. Under the details of the plan—which are presented to some creditors in a morning conference call—Brookfield would pledge $2.6 billion to the effort. General Growth makes the offer public later that afternoon. The plan values General Growth at $15 per share. It would result in one firm—General Growth Properties—that would hold about 180 of the firm's malls with Brookfield owning 30 percent of the firm’s shares. A smaller company, called General Growth Opportunities, would include many of General Growth's struggling or less valuable assets, General Growth's residential-development division, parcels of raw land and its headquarters building in Chicago.

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