Simon weighs new General Growth bid, sources say

Simon Property Group Inc. is considering raising its $10 billion buyout offer for rival shopping mall owner General Growth
Properties Inc. as early as this week, two people familiar with the matter said Tuesday.

Indianapolis-based Simon sent a letter to General Growth this week saying it anticipates boosting its offer above that of
a proposal put forth by General Growth and three of its largest stakeholders, the people said on condition of anonymity because
they were not authorized to discuss the matter publicly.

That means a new Simon offer would have to value General Growth above $15 a share. Simon's initial offer valued the Chicago-based
company at about $9 a share.

General Growth, the nation's second-largest shopping mall operator, sought shelter from creditors last April. It was
the largest real estate bankruptcy in U.S. history.

Despite being in Chapter 11 bankruptcy protection for nearly a year, it finds itself in the unusual position of courting
buyout offers that promise to pay off creditors in full and give shareholders a premium for their stock.

Simon went public last month with its bid for General Growth, but it was rebuffed.

General Growth is looking for a higher offer and has put forward a plan to exit bankruptcy with an investment from Canadian
property manager Brookfield Asset Management Inc., Fairholme Capital Management, one of its largest unsecured creditors, and
Pershing Square Capital Management, one of its largest shareholders.

General Growth is expected to seek approval from the bankruptcy court in coming weeks to designate the Brookfield-Fairholme-Pershing
proposal as a "stalking-horse" bidder as it solicits other buyout offers. A stalking-horse bid is an initial offer
for a bankrupt company's assets.

General Growth also plans to ask the court to approve so-called bid protections that would compensate the investor group
should General Growth sell the company to another bidder. The company has previously outlined compensating the stalking-horse
bidder with warrants to buy 60 million shares of General Growth at an exercise price of $15 a share.

U.S. Bankruptcy Judge Allan Gropper in New York has tentatively set April 13 to hear the request.

In its letter this week, Simon noted that it will likely not participate in the bidding process beyond that date, should
the court approve bid protections and effectively raise the costs to acquire General Growth, the people said.

A Simon spokesman declined to comment Monday.

General Growth spokesman David Keating declined to comment beyond a general company statement: "Our goal is to maximize
value for all stakeholders and we have developed a sound process to enable us to achieve that goal."

General Growth shares rose 35 cents, to $15.10each, on Tuesday. Shares in Simon Property rose $2.30, to $84.18.

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