General Growth sets record date for issuing stock after restructuring

By Susanna Moon

Chicago, Oct. 22 - General Growth Properties, Inc. said the record date is Nov. 1 for distributing shares of the two separate publicly traded corporations following the company's emergence from bankruptcy.

Under the company's plan of reorganization, for each old General Growth share holders will receive 0.0983 shares of the spinoff company, Howard Hughes Corp.

After distribution of those shares, existing shares of old General Growth will be converted into the right to receive one new General Growth share. No fractional shares will be issued.

The record date was determined with the confirmation order entered Friday by the bankruptcy court.

The distribution date will be the day General Growth emerges from bankruptcy, which is expected to be Nov. 8, according to a company press release.

New General Growth shares have been approved for listing under the symbol "GGP" on the New York Stock Exchange.

Howard Hughes Corp. has filed to apply to list its common stock on the NYSE under the symbol "HHC."

General Growth plan confirmed

On Oct. 21, General Growth said it expected to emerge from Chapter 11 restructuring on or about Nov. 8 following the U.S. Bankruptcy Court for the Southern District of New York confirmation of its plan of reorganization.

Upon emergence, the company will have a significantly improved capital structure, having secured $6.8 billion in equity commitments and restructured $15 billion in project-level debt.

All prepetition creditors will be satisfied in full, according to a General Growth news release.

General Growth will split itself into two separate publicly traded companies at emergence, and current shareholders will receive common stock in both companies.

The new General Growth will continue to own and operate more than 185 regional malls in 43 states, with a focus on largely stable, income-producing shopping malls and other real estate assets.

The spin-off company, the Howard Hughes Corp., will consist of General Growth's portfolio of master planned communities and other strategic real estate development opportunities.

General Growth has filed a registration statement with the Securities and Exchange Commission to attempt to raise public equity shortly after it emerges from Chapter 11.

New GGP said previously it expects to use the net proceeds of the common stock offering to repurchase $1.8 billion of the common stock issued to Fairholme Capital Management and Pershing Square Capital Management and Teacher Retirement System of Texas on the plan effective date to prepay $350 million of Pershing Square bridge notes.

Treatment of creditors

As previously reported, treatment of creditors under the amended plan will include:

• Holders of administrative expense claims, priority tax claims, secured tax claims, priority non-tax claims, Rouse 8% note claims, Rouse 3 5/8% note claims and 2006 bank loan claims will be paid in full;

• General Growth Properties administrative expense claims will be reinstated and satisfied, settled or waived in the ordinary course of business;

• Holders of debtor-in-possession loan claims will be paid in full with accrued interest either in cash or shares of new common stock;

• Holders of mechanics' lien claims and general unsecured claims will be paid in full with post-bankruptcy interest;

• Holders of other secured claims will either be paid in full, have their claims reinstated or receive the collateral securing the claim;

• Holders of Rouse 5 3/8% note claims, Rouse 6¾% note claims and Rouse 7.2% note claims, will be paid cash for accrued interest and, at the election of the noteholders, have their claims reinstated or receive a new Rouse note, or, at the election of the company, these claims will be rendered unimpaired by means other than cure or reinstatement;

• Holders of TRUPS claims, GGP/Homart II, LLC Partner note claims and GGP/Ivanhoe Inc. affiliate partner note claims will, at the option of the company, be cured and reinstated with payment of accrued interest in cash or have the claims otherwise rendered unimpaired;

• Exchangeable note claims will either be cured and reinstated with payment of accrued interest in cash, be paid in cash for the principal amount plus interest or be otherwise rendered unimpaired;

• Holders of General Growth TRS retained debt claims will have their underlying agreement assumed and cure amounts paid or otherwise be left unimpaired;

• Holders of project level debt guaranty claims will receive a replacement guaranty;

• Holders of Hughes heirs obligation claims will have their share of the obligation value paid either through a Hughes heirs note, new General Growth and Spinco common stock or cash or otherwise have their claim left unimpaired;

• Holders of GGPLP LLC preferred equity units will receive cash for accrued dividends and reinstatement in reorganized GGPLP LLC;

• Holders of GGP LP preferred equity units will receive cash for accrued dividends and reinstatement in reorganized GGP LP, as well as a share of Spinco common stock as if their units had been converted immediately before the distribution record date;

• Holders of REIT preferred stock interests will receive cash and reinstatement;

• Holders of GGP LP common units will receive a cash distribution of $0.19 plus reinstatement plus a share of the Spinco share distribution; and

• Holders of General Growth common stock will receive new General Growth common stock and new Spinco common stock.

General Growth, a Chicago-based real estate investment trust that owns regional shopping malls, master planned community developments and commercial office buildings, filed for bankruptcy on April 16, 2009. Its Chapter 11 case number is 09-11977.

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