General Growth’s refinancing plan could thwart Simon

General Growth Properties Inc., the nation’s second-largest shopping mall operator, said Wednesday that lenders have agreed
to restructure about $9.7 billion in debt under a plan that will allow 92 of its properties to emerge from bankruptcy protection
by the end of the year.

The agreements could put a damper on the acquisition aspirations of rival Simon Property
Group Inc. Indianapolis-based Simon, the largest U.S. mall operator, hired a financial adviser and a law firm in mid-November
to help it explore making a bid for some or all of the assets of General Growth.

Chicago-based General Growth,
however, said Wednesday it will pay off loans that cover regional shopping centers, offices, community centers and related
subsidiaries. The plan will allow the real estate investment trust to retain ownership of key properties, including the Ala
Moana Center in Honolulu and the Harborplace & The Gallery in Baltimore.

“I would not be surprised to
see the odd sale of an asset, but it won’t be to raise substantial capital,” General Growth President and Chief
Operating Officer Thomas Nolan told Bloomberg News. “We have no current plans to sell any of those assets we consider
to be strategically important.”

Simon hired merger adviser Lazard Ltd. and Wachtell Lipton Rosen & Katz,
a law firm focusing on acquisitions, to help it form a strategy regarding General Growth. It also has been building cash
reserves to help pay for any acquisitions.

“We’re flattered by the interest in General Growth expressed
by a whole host of investors, including Simon,” Nolan told Bloomberg. “We’re very focused on the immediate
task at hand, which is to get the company recapitalized, restructured, and emerge from bankruptcy as one of the premier owners
of regional shopping centers in the U.S.”

General Growth expanded aggressively during the real estate boom,
amassing $27 billion in debt. As the real estate market imploded and financing dried up, General Growth was unable to refinance
its short-term loans and, in April, became the largest U.S. real estate company to file for bankruptcy.

Greg Cross,
an attorney representing the largest block of secured General Growth creditors, said lenders extended the length of their
loans in exchange for full repayment, plus interest and bankruptcy costs. The lenders also will get increased oversight of
the loans and General Growth’s financial reserves.

The plan will go before the Bankruptcy Court of the Southern District
of New York on Dec. 15.

General Growth’s reorganization plan comes at one of the most challenging times in commercial
real estate history. The national vacancy rate for retail space, for example, is more than 10 percent, up from about 8 percent
last year, according to Reis Inc., a real estate data tracker.

At the same time, landlords have had to cut deals
to keep struggling tenants, driving rents down almost 2 percent, to $19.22 per square foot, and Reis economist Ryan Severino
doesn’t expect conditions to improve for the next two years.

And while General Growth has been mired in bankruptcy,
its rivals took advantage of thawing equity and debt markets to raise cash. REITs raised about $20 billion this year, after
the capital markets virtually shut down in 2008.

"REITs have demonstrated the ability to access capital,"
said Richard Anderson, an analyst at BMO Capital Markets, "and put to rest any conversation of their survivability."

Simon this year conserved cash by paying most of its dividend in stock. At the same time, it’s used its clout
to launch a capital-raising spree, rolling out stock and debt offerings at a time many real estate companies are begging for
money.

The result: Simon now has $6 billion in “dry powder” it can use for acquisitions, according
to a report by J.P. Morgan.

Simon executives have said malls owned by General Growth, which filed for bankruptcy
protection in April, would be a good fit, according to Bloomberg.

“We’re a logical buyer,” Chairman
and CEO David Simon said in a Sept. 15 interview on Bloomberg Television. “There’s a lot we could do with those
properties.”

General Growth’s new financing agreements don’t rule out an acquisition
of the company, said James Sullivan, an analyst with Newport Beach, Calif.-based Green Street.

It “doesn’t
ensure anything, but it is an important step,” Sullivan told Bloomberg.

The plan pressures other secured-debt
holders to reach an agreement with General Growth, he said, but doesn’t take care of unsecured debt holders.

“They don’t have the cash to pay off the unsecured debt in full,” Sullivan said. “Someone else might
— Simon or Westfield Group. That’s what makes a bid for the whole company so intriguing.”

General
Growth listed $29.5 billion in assets and about $27.3 billion of debts in its Chapter 11 filing. Its debts are tied to securities,
which were purchased by investors. On Wednesday, Fitch Ratings said it doesn’t expect the securities’ ratings to be affected
by the plan.

General Growth owns or has stakes in more than 200 regional malls in 44 states. Simon owns or has
stakes in more 387 properties worldwide.