Firm Represents Brookfield in $1.7 Billion Acquisition of Additional Interest in GGP

January 19, 2011

Brookfield-led consortium increases ownership interest in General Growth Properties, a leading U.S. mall operator.

On January 18, Willkie client Brookfield Asset Management Inc. announced it has signed an agreement to acquire 113.3 million common shares in General Growth Properties Inc, one of the country’s biggest shopping mall owners, from the Fairholme Fund, in a transaction valued at approximately $1.7 billion. The transaction increases the Brookfield-led consortium's ownership of GGP from approximately 27% to 38%. Under the agreement, Fairholme will exchange its ownership stake in GGP for a 4.5% interest in Brookfield and $804 million in cash. Willkie recently represented Brookfield as DIP lender and the 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. Brookfield, focused on property, renewable power and infrastructure assets, has over $100 billion of assets under management. One of the nation's largest real estate investment trusts, GGP owns, operates and manages shopping malls in 43 states and has ownership and management interests in more than 180 regional shopping malls totaling approximately 200 million square feet of retail space.

The current transaction was handled by partners Gregory Astrachan, Margery Neale and Henry Cohn; and associates