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Creditors: General Growth biased toward Brookfield proposal

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Chicago-based General Growth Properties Inc. may be prejudiced in favor of a risky bid from Brookfield Asset Management Inc. because of that company’s agreement with William Ackman’s Pershing Square Capital Management LP, creditors said in court documents.

The bankrupt owner of more than 200 U.S. malls from Boston to Los Angeles, which also had an unsolicited $10 billion offer from Indianapolis-based Simon Property Group Inc., shouldn’t be allowed to control its bankruptcy for six more months, unsecured creditors said in papers filed Tuesday in U.S. Bankruptcy Court in Manhattan.

Creditors added reasons to their prior objection, citing a Feb. 24 agreement between Pershing and Brookfield and a “risky” buyout plan. Simon also filed a new objection Tuesday, citing that deal. Under General Growth’s plan, Brookfield would be the so-called stalking horse bidder to compete with other potential buyers.

The agreement puts General Growth, whose board members include Ackman, “into an obvious conflict of interest situation where the debtors must choose between the best interests of the estate and the economic interests of one of their most active and vocal directors,” lawyers for unsecured creditors wrote.

“Ackman, therefore, now has a unique and personal interest in making sure that Brookfield is approved as General Growth’s stalking horse,” lawyers for Simon wrote.

General Growth, in support of its bid to keep control over its bankruptcy, has said it’s pursuing a “dual track” process that will consider both mergers and financial bids. It said in court filings Monday that it will seek competing bids to Brookfield’s and that it aims to confirm a reorganization plan by Oct. 5.

U.S. Bankruptcy Judge Allan Gropper, at a hearing Wednesday, is scheduled to consider General Growth’s request for an extension of its exclusive right to file a reorganization plan.

Ackman is a founder and principal of Pershing, which owns 25 percent of General Growth’s stock, according to creditors. Under the “interim bid protections” agreement, Pershing will pay 25 percent of its profits above $12.75 a share to Brookfield if other protections for Brookfield aren’t approved by the bankruptcy court and if the company reorganizes with an investor other than Brookfield, creditors said.

The accord also gives Toronto-based Brookfield warrants to buy 60 million General Growth shares at a strike price of $15 each over seven years, after the earlier agreement expires, creditors said.

General Growth said it plans to seek approval April 13 of a formal bid-protection agreement to aid Brookfield as a stalking-horse bidder. Such agreements, designed to compensate a company for time and money spent evaluating a potential acquisition, are standard in bankruptcy auctions.

General Growth said in a Feb. 24 statement that it would offer the warrants and interim protection as compensation for Brookfield’s financial commitment to its offer.

Creditors said the Brookfield proposal is risky for them because it depends on more than $5.8 billion in debt and equity raises and asset sales in addition to Brookfield’s investment. The proposal might convert their debt to stock in a new company that is at “an artificially high valuation” creditors said.

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  1. First, the Athenaeum is going to have to get past the hurdle with the Lockerbie residents and the agreement that the parcel would be residential. Second, and in my opinion, this prime piece of property should include parking, PLUS, a black box theater(s), some market rate and affordable artist housing and a plan to renovate and reconfigure the second story theater. I would negotiate to add the DeHaan property surface parking lot into the development mix, place a one story surface parking garage on the DeHaan lot on the street level (for the Dehaan tenants use during the daytime) and add a second story to the garage that would become an addition to the current second story theater and then change the direction of the theater by moving the stage across the alley and on top of the DeHaan lot parking. You can add all the stage elements that are currently missing from the Athenaeum stage to make it more attractive for use by Ballet, Opera and traveling productions. Plus, the theater changes would probably help solve some of the soundproofing issues. Alas,it does not seem to be a part of the strategic plan to conduct a study to determine best use of the property. Seems like the current plan is a quick and easy move that ignores the property best use/potential and any strategic property planning for the effect on future generations.

  2. I recall that MSA's pilings are still in the ground and hard to remove. It’s not likely any proposal will include significant underground construction/parking because of this. Start adding 2 floors of retail, 8 floors of parking and 5-10 floors of possible hotel, and/or 10-20 floors of residential, and you are at 30 floors already with possible expansion of all the uses. But then again I could be wrong.

  3. Accoriding to their website there is no deadline to the Do Not Call list. What is this article referring to??

  4. On what planet are they entitled to this largesse from the stockholders? These people make multi-million dollar salaries: Pay for your own personal travel.

  5. It matters because they're already paid enormously fat salaries: Pay for your own personal travel. Being "taxed on it" isn't a valid excuse--so what? They're still being gifted a raft of luxury perks from somebody else's money on top of an enormous, lavish salary.

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