Feb 24, 2010 0
Brookfield brings GGP flowers, GGP says “I do.”

Officials from General Growth Properties, the nation’s second-largest mall-owner and the bankrupt and debt-ridden company behind 10 Baltimore-region shopping centers, won’t give the time of day to its most persistent suitor, Simon Properties Group. Turns out that’s because GGP has been creepin’ behind Simon’s back — with Canadian investment firm Brookfield Asset Management Inc.
GGP sent out a statement this afternoon saying it had reached an agreement “in principle” to sell Brookfield a $2.625 billion equity stake in the company and pay off the interest GGP owes to its unsecured creditors, an extremely important part of GGP’s plan to emerge from the Chapter 11 bankruptcy protection it filed in April.
The plan, which GGP is calling a “recapitalization,” is somewhat convoluted — GGP’s shares will be valued at $15, but each one will be split into two separate offerings, one a $10 share of GGP common stock, and the other a $5 share of “General Growth Opportunity” stock. Full details of the deal are here.
What will this mean for White Marsh Mall, Harborplace & The Gallery, and the eight other GGP retail properties that dot Maryland? Probably a less-sure thing than if Simon had bought the company outright. Simon is the nation’s largest mall-owner, a well-trusted operator, and has long-standing relationships with hundreds of retail tenants. Brookfield holds about $26 billion in real estate assets, so they’re definitely a titan in the commercial real estate game, but their name has hardly the cache in retail circles that SPG does. And yes, Simon could still get in on this deal, pick up another piece of GGP, and lend another steady hand to the company as it navigates its way out of bankruptcy. But the real winners here are GGP’s shareholders, who are getting a much better deal than they would have under Simon’s initial offer.
But what surprises me most is how quick GGP was to accept the Brookfield agreement, rather than making Brookfield’s offer public and seeing if Simon or another company might be willing to match it with better terms or beat it.
This new arrangement is the corporate equivalent of an open relationship. For the last week, Simon has been positioning itself as a cheapskate sugardaddy: offering a $10 billion total buyout of GGP that would compensate shareholders at $9 per share (far less than GGP’s board thought the company was worth) and paying off all of GGP’s bad debts (its unsecured creditors), in return for the consummation of a marriage that would have produced a kind of super-company that would have a stake in every retail market in America. Instead, GGP has chosen to keep its independence and simply let itself be a kept corporation, living on its own in an apartment where Brookfield pays the rent, so to speak. To that I say, Throw your hands up at me, GGP. But girl, just make sure you know what you’re doing.
Photo is of Towson Commons, one of GGP’s 10 Baltimore-area malls.


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