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GGP Accepts Sweetened Buyout Deal from Brookfield for $9.25 Billion Money Plus Stock

Upgraded: Chicago-Based Mall Owner Accepts Revised Quote With More Cash After Turning Down Initial Deal

Shopping mall owner GGP Inc. (NYSE: GGP)has actually accepted a sweetened offer from Toronto-based Brookfield Residential Or Commercial Property Partners L.P. (Nasdaq: BPY)to sell the remainder of the company Brookfield does not currently own for $9.25 billion cash plus stock.

The companies revealed the offer late Monday. Under the agreement unanimously endorsed by an unique committee of GGP’s board, investors of the Chicago-based retail property owner can choose to get either $23.50 cash per common share, one system of Brookfield Residential or commercial property stock, or one share of BPY U.S. REIT, a new REIT being formed by Brookfield subject to proration based upon a cash factor to consider of $9.25 billion.

The winning cash quote has to do with 2.2% above Brookfield’s preliminary Nov. 13, 2017 offer of $23 per share to buyout GGP. Brookfield currently owns 34% of GGP, and had actually pursued a combination with among the largest owners of U.S. shopping mall, second behind only Simon Home Group (NYSE: SPG), over the past several months.

“This is a compelling deal that makes it possible for GGP investors to get premium worth for their shares and gives them the ability to participate in the long-lasting advantage of their financial investment,” stated Brookfield Property CEO Brian Kingston, in a declaration. “We are pleased to have actually reached a contract and are delighted about integrating Brookfield’s access to large-scale capital and deep operating proficiency across multiple realty sectors with GGP’s portfolio of irreplaceable retail assets.”

Daniel Hurwitz, lead director and chairman of GGP’s special committee, stated the committee carried out comprehensive due diligence given that Brookfield’s preliminary offer.

“After mindful factor to consider helped by our independent consultants, the special committee figured out that Brookfield’s improved proposition, which includes an increase in the money part of the factor to consider and the capability to receive shares in a newly noted REIT entity, provides GGP investors with certainty of value, in addition to upside capacity through ownership in an internationally varied property company,” Hurwitz said.

Stifel & & Associates analyst Simon Yarmaks noted that the transaction structure had actually altered from the initial $23-per-share bid by Brookfield, which was comprised of 50% money and 50% BPY units. In the most recent deal, Brookfield upped its cash deal 2.2% to $23.50 per share for an overall cash factor to consider of $9.25 billion, which represents 61% money and 39% equity in Brookfield or the new REIT it prepares to launch.

Brookfield Residential or commercial property, the realty arm of Toronto-based Brookfield Possession Management Inc., is not currently structured as a REIT.

The combined company will be one of the world’s biggest CRE enterprises with $90 billion in overall assets and annual net operating earnings of more than $4 billion.

Following completion of the deal, GGP shareholders will own about 26% of the combined business.

The transaction undergoes the approval of GGP investors. BPY and its affiliates have consented to vote in favor of the deal, which is expected to close early in the 3rd quarter.

Weil, Gotshal & & Manges LLP, Goodwin Procter LLP and Torys LLP are acting as legal counsel to Brookfield and PwC is working as its tax advisor. Goldman Sachs & & Co. LLC is functioning as financial consultant and Simpson Thacher & & Bartlett LLP is serving as legal counsel to GGP’s special committee. Citigroup Global Markets Inc. is functioning as financial advisor and Sullivan & & Cromwell LLP is working as legal counsel to GGP.

Editor’s note: 6 pm PDT – Added comments from REIT analyst and further information about the modified transaction’s structure.