$$ GGP Files Amended Shelf

“With this amended S-11 filing, we draw even closer to the completion of the successful restructuring of General Growth Properties,” said Adam Metz, chief executive officer of GGP. “We are extremely pleased with our progress to date and see a clear path to confirmation at our court hearing on October 21. In addition, we have enhanced our corporate governance policies by eliminating the staggered board structure at GGP and moving to annual elections of all directors. We look forward to completing these transactions and moving forward as a financially strong, focused company.”

On October 11, 2010, New GGP gave a notice to the investors whereby New GGP preserved the right to repurchase within 45 days after the Effective Date up to 155 million shares (representing $1.55 billion of the shares issued to Fairholme and Pershing Square on the Effective Date) at $10.00 per share and up to approximately 24.4 million shares (representing $250.0 million of the shares issued to Texas Teachers on the Effective Date) at $10.25 per share with the proceeds this offering. In order to be entitled to repurchase such shares, the price per share of common stock issued in this offering must be at least $10.50 per share (net of all underwriting and other discounts, fees and related consideration). In connection with our election to reserve shares for repurchase, we paid to Fairholme and Pershing Square, as applicable, in cash on the Effective Date, an amount equal to $0.25 per reserved share (approximately $38.75 million in the aggregate). No fee was required to be paid to Texas Teachers.

New GGP, the issuer of the common stock registered hereby, is a newly-formed, indirect finance subsidiary of General Growth Properties, Inc. (“Old GGP”) and prior to Old GGP’s emergence from bankruptcy (as described below) will not have any prior operations or material assets or liabilities. Upon Old GGP’s emergence from bankruptcy, which is expected to occur prior to the commencement and completion of this offering, and pursuant to a series of restructuring transactions contemplated by the plan of reorganization (the “Plan”) in connection with the emergence from bankruptcy of Old GGP and certain of its subsidiaries:

•New GGP will become the indirect parent corporation of Old GGP;

•New GGP will be renamed General Growth Properties, Inc. and Old GGP will continue to exist and be renamed GGP, Inc.;

•New GGP will become the successor registrant to Old GGP and will file Exchange Act reports in lieu of Old GGP; and New GGP’s common stock will be listed on the NYSE under the symbol “GGP”.

262 debtors consisting of Old GGP’s domestic subsidiaries, representing approximately $14.9 billion of debt have emerged from bankruptcy and 126 debtors, including Old GGP and certain holding company subsidiaries, representing approximately $6.9 billion of debt remain subject to bankruptcy proceedings. Old GGP’s emergence from bankruptcy is expected to be funded with the proceeds from the following transactions:

•$6.3 billion of investments in New GGP’s common stock, comprised of investments by REP Investments, LLC, an affiliate of Brookfield Asset Management, Inc. (“Brookfield Investor”) in the amount of approximately $2,309 million, affiliates of Fairholme Funds, Inc. (“Fairholme”) in the amount of approximately $2,507 million, affiliates of Pershing Square Capital Management (“Pershing Square,” and together with Brookfield Investor and Fairholme, the “Plan Sponsors”) in the amount of approximately $1,003 million and affiliates of Blackstone Real Estate Partners VI L.P. (“Blackstone”) in the amount of approximately $481 million;

•a $500 million investment in New GGP’s common stock by Teacher Retirement System of Texas (“Texas Teachers”); and

•$2.2 billion of reinstated indebtedness and replacement indebtedness (or, in the event that the Bankruptcy Court determines that reinstatement is not permitted, a new $1.5 billion five-year secured term loan, which is not currently anticipated to be necessary).
We expect to use the net proceeds of this offering to repurchase $1.8 billion of the common stock issued to Fairholme, Pershing Square and Texas Teachers on the effective date of the Plan and to prepay the $350.0 million Pershing Square Bridge Notes described below. The investment agreements with Fairholme, Pershing Square and Texas Teachers permit New GGP to use the proceeds of a sale of common stock of New GGP, including the common stock offered hereby, for not less than $10.50 per share (net of all underwriting and other discounts, fees and related consideration), to repurchase the amount of New GGP common stock to be sold to Fairholme, Pershing Square and Texas Teachers, pro rata as between Fairholme and Pershing Square only, by up to 50% (or approximately $2.15 billion in the aggregate) within 45 days after the effective date of the Plan. In connection with our election to reserve Pershing Square’s shares for repurchase as described above, 35 million shares (representing $350 million of Pershing Square’s equity capital commitment) were designated as “put shares” in accordance with the Investment Agreement for Pershing Square. The payment for these 35 million shares will be fulfilled on the effective date of the Plan by the payment of cash to New GGP at closing in exchange for unsecured notes issued by New GGP to Pershing Square which will be payable six months from closing (the “Pershing Square Bridge Notes”). The Pershing Square Bridge Notes are prepayable at any time without premium or penalty. In addition, we have the right (the “put right”) to sell up to 35 million shares of New GGP common stock, subject to reduction as provided in the Investment Agreement, to Pershing Square at $10.00 per share (adjusted for dividends) within six months following the effective date of the Plan to fund the repayment of the Pershing Square Bridge Notes to the extent that they have not already been repaid.

Bottom line? The $10 and $10.50 shares Pershing/Fairholme and the Texas teachers would be buying are gone and they’ll be replace with shares purchased at $10.75 or higher (I am assuming $.25 of fees etc since the “net” price they can be clawed back is $10.50). A higher price means either more money will be raised or fewer shares will be issued. Either scenario means a higher valuation of the equity and that means higher share prices.

THHC= The Howard Hughes Corp …ticker symbol?

GGP Filing 10/15 (click to open .pdf)