General Growth preparing to file finance plan

General Growth Properties Inc., the second-largest U.S. mall owner, will submit a proposal this week that may finance the
reorganization of its holding company, after a one-week delay, according to Gary Holtzer, a lawyer for the company.

“We’re negotiating with three parties,” Holtzer said Friday at a U.S. Bankruptcy Court hearing in New York.
“The paperwork is not finished to file a motion today as we were expecting.”

General Growth is weighing options to exit Chapter 11 protection, with competing bids from Indianapolis-based Simon Property
Group Inc. and Brookfield Asset Management Inc. The company has said it will decide the best path to exit bankruptcy through
an auction open to other bidders.

Separately, the company on Friday won court permission to reorganize $1.5 billion more in property debt as it exits bankruptcy
in stages. Anup Sathy, a company lawyer, said it brings the total amount of restructured debt to about $14 billion out of
a total of $15 billion.

The $1.5 billion loan is the largest reorganized to date and is for a multiproperty loan that includes 24 properties, Sathy
said.

Lawyers told Judge Allan Gropper on March 18 that the company would submit a proposal by late March. The plan would give
it more than $6 billion in cash and another $250 million to back a rights offering, the court was told.

Marcia Goldstein, a lawyer for General Growth, told Gropper at that hearing that $3.8 billion from Fairholme Capital Management
LLC, its largest bondholder, and Pershing Square Capital Management LP would be added to a $2.5 billion offer from Brookfield.

Chicago-based General Growth faces a deadline of July 15 to file a disclosure statement outlining the terms of a reorganization
plan for its holding company, referred to as TopCo. It won an extension to control its case until Aug. 26 amid the competing
bids.

Creditors said in early March that Simon Property’s $10 billion offer, which would repay them in cash, was better than
Brookfield’s, which would repay them partly with equity. The company told Simon Properties its bid is inadequate.

Since then, the company announced the revised offer including Fairholme and Pershing. Simon also has been preparing a new
offer, according to a person with knowledge of the plan, cited in a Bloomberg story March 17. Elliott Associates LP and Paulson
& Co. are also discussing a plan to team with Brookfied, two people familiar with the talks said, cited in a March 23
Bloomberg story. The two would try to join or replace Fairholme and Pershing, said the people.
 

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