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Brookfield Property Partners makes $14.8b offer for GGP

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GGP has confirmed that it received an unsolicited proposal from Brookfield Property Partners in a deal valued at $14.8 billion.

Brookfield Property Partners plans to acquire all of the outstanding shares of common stock of mall owner GGP other than those shares currently held by Brookfield Property Partners and its affiliates (which represent approximately 34 percent of the outstanding shares of GGP’s common stock).

According to the proposal, each GGP stockholder would be entitled to elect to receive consideration per GGP common share of either $23.00 in cash or 0.9656 of a limited partnership unit of Brookfield Property Partners, subject in each case to pro-ration based on a maximum cash component of 50 percent of the aggregate offer and a maximum stock component of 50 percent of the aggregate offer.

According to its website, GGP owns 126 retail properties in 40 states, totaling 121 million square feet.

The GGP board has formed a special committee of its nonexecutive, independent directors which, in consultation with its financial and legal advisers, will carefully review and consider the proposal and pursue the course of action that it believes is in the best interests of the company’s stockholders. The company’s stockholders do not need to take any action at this time.

Goldman Sachs & Co. is serving as financial adviser and Simpson Thacher & Bartlett is serving as legal counsel to the special committee. Citigroup Global Markets is serving as financial adviser and Sullivan & Cromwell is serving as legal counsel to GGP.

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