Category: Premium Articles

Why Amended:

This registration statement is being filed by Spinco, Inc. (“Spinco”) in order to register its common stock pursuant to Section 12(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Spinco is a newly formed Delaware corporation that was created to hold certain assets and liabilities of General Growth Properties, Inc. (“GGP”) and its subsidiaries (collectively, the “Predecessors”). In conjunction with a plan of reorganization filed by GGP and certain of its subsidiaries under Chapter 11 of title 11 of the United States Code (as the same may be amended, modified or supplemented from time to time, the “Plan”), Spinco will receive certain of the assets and liabilities of the Predecessors (the “Separation”), which we refer to as our business. We expect the reorganization to be completed during the fourth quarter of 2010 (such time of completion is referred to herein as the “Effective Date”). Pursuant to the Plan, on or prior to the Effective Date, approximately 32.5 million shares of common stock of Spinco (0.0983 shares of Spinco common stock for each share of GGP common stock, which is based upon a maximum number of Spinco shares and options and warrants to acquire Spinco common stock), will be distributed or issued to the common and preferred unit holders of GGP Limited Partnership (“GGPLP”), which includes GGP, and then GGP will distribute its portion of such shares to holders of GGP common stock (the “Distribution”) and the Plan Sponsors (as defined herein) will purchase $250.0 million shares of our common stock at $47.619048 per share. The per share price for Spinco common stock has been adjusted from the originally contemplated per share purchase price to net the fees associated with the eliminated Spinco rights offering and to reflect a reduction in the number of shares of Spinco common stock that will be issued for the same aggregate consideration on the Effective Date. GGP will not retain any ownership interest in Spinco. Unless otherwise noted, all information contained in this registration statement relates to Spinco after the Effective Date. Spinco is not required to file this registration statement pursuant to the Securities Act of 1933, as amended (the “Securities Act”), and this registration statement shall not constitute an offer to sell, nor a solicitation of an offer to buy, its securities. An application has been made to list Spinco’s common stock on the New York Stock Exchange (the “NYSE”).

Regarding Board Representation & Pershing economic interest:

The Investment Agreements also include board nomination rights, pursuant to which our board of directors on the Effective Date will have nine members, one of whom will be nominated by Brookfield Investor and three of whom will be nominated by Pershing Square. Brookfield Investor’s right to nominate one director will continue so long as Brookfield Investor beneficially owns at least 10% our common stock on a fully diluted basis. Pershing Square’s right to nominate three directors will continue so long as Pershing Square and its affiliates have “economic ownership” (as described below) of at least 17.5% of our common stock on a fully diluted basis and two directors for so long as Pershing Square and its affiliates beneficially own at least 10% but have economic ownership of less than 17.5%, of our common stock on a fully diluted basis. Following such time as Pershing Square and its affiliates beneficially own less than 10% of our common stock on a fully diluted basis, Pershing Square will no longer have the right to nominate directors for election to our board of directors. See “Certain Relationships and Related Transactions, and Director Independence.” For purposes of Pershing Square’s board nomination rights under the Investment Agreement, “economic ownership” means the aggregate number of shares of our common stock owned by Pershing Square and its affiliates (assuming the exercise of Pershing Square’s warrants to acquire our common stock) plus the aggregate notional number of shares of our common stock referenced in certain equity derivatives that Pershing Square will certify to us provide Pershing Square and its affiliates with the benefit of substantially similar cash flows as would direct ownership. We expect Pershing Square’s and its affiliates’ economic ownership on the Effective Date to be approximately 24%, which will entitle Pershing Square and its affiliates to nominate three directors.

All in all same filing. I do recommend reading the section on the properties.

Spinco Amended Shelf 10-7-2010 (click to open .pdf)