Willkie Represents Brookfield Asset Management in the $6.5 Billion Acquisition of a Major Equity Stake in GGP

November 11, 2010

Willkie advises a Brookfield Asset Management, Inc. consortium as DIP lender and the cornerstone investor ($2.6 billion) that successfully acquired a significant equity stake in General Growth Properties upon its emergence from chapter 11.

On November 9, General Growth Properties, Inc., the country’s second-biggest shopping mall owner, announced that it has successfully completed the final steps of its financial restructuring and has emerged from chapter 11. A multidisciplinary Willkie team advised a Brookfield Asset Management, Inc. consortium as DIP lender and cornerstone investor ($2.6 billion) that successfully -- in conjunction with other independent equity sponsors -- acquired a significant equity stake in GGP upon its emergence from chapter 11 for a total of $6.5 billion. GGP, an over $30 billion REIT, issued equity under its confirmed plan of reorganization with a market value of approximately $9 billion.

The emergence marks the end of one of the largest and most complex bankruptcies in U.S. history. As part of the reorganization, GGP has split itself into two separate and independent publicly traded corporations. The "new" GGP will have ownership and management interest in more than 183 regional shopping malls in 43 states as well as ownership interests in other rental properties. The spin-off company, The Howard Hughes Corporation, consists of GGP’s portfolio of master planned communities and other strategic real estate development opportunities. Brookfield, which has three designees on the GGP board, is a global asset manager focused on property, renewable power and infrastructure assets with over $100 billion of assets under management.

The Willkie team included partners Marc Abrams, Paul Shalhoub, Gregory Astrachan, Michael Schwartz, Henry Cohn and Michael Zinder, and associates Thomas Mark, Michael Brandt, Christopher Freeland, Amanda Burke, Amanda Granacher, Andrew Sorkin, Michael Nieves and Daniel Sirkin.