Judge approves General Growth disclosure plan

By Reuters
Posted Aug. 19, 2010 at 5:09 p.m.

A hearing on a plan that will enable General Growth Properties Inc. to emerge from the largest real estate bankruptcy in U.S. history has been scheduled for October 21, after a judge approved the proposal that will be sent out to shareholders.

U.S. Bankruptcy Court Judge Allan Gropper approved on Thursday the statement outlining the plan and set October 7 as the voting date for shareholders and others who will not get all their investment back.

The case is unique in bankruptcy proceedings because shareholders will receive money, and because bondholders and other creditors will be repaid in full and therefore cannot vote on the restructuring plan.

“This is a case where we’re not arranging the deck chairs on the Titanic,” Gropper said.

General Growth, the No. 2 U.S. mall owner, was solvent when it filed for bankruptcy April 16, 2009. But it was unable to refinance large mortgage loans and corporate debt during the credit crisis.

The company recently announced that the U.S. Securities and Exchange Commission is conducting a formal investigation into possible insider trading by certain past and current officers and directors. The formal investigation continues an informal inquiry the SEC launched in October 2008.

Chief Executive Adam Metz and Chief Operating Officer Thomas Nolan, who both served on the board before the bankruptcy filing and who continue to serve, are not the subject of the probe, a company spokesman said.

Under the proposed reorganization plan, investors lead by Brookfield Asset Management (BAMa.TO), and hedge funds Fairholme Funds Inc and Pershing Square Capital Management LP will infuse $8.55 billion of new capital to fund the new company.

Teacher Retirement System of Texas also is investing $500 million. Blackstone Real Estate Advisors also has agreed to invest $500 million in exchange for 7.6 percent of both companies when the plan closes. Its stake will be sliced from the stakes of the lead investors Brookfield, Fairholme and Pershing.

The plan calls for General Growth to exit bankruptcy as two publicly traded companies. The main company will retain the name General Growth Properties and include the company’s more than 200 malls. The other company, which does not have a name, will house its non-income-producing properties. Current shareholders will receive common stock in both companies

But there are still issues to be worked out, including interest on some notes and General Growth’s plan to allow the investors, such as Pershing, to cash in their bonds before their date of maturity and use that to fund part of their investment. The Official Committee of Creditors has objected to that, saying it treats some shareholders differently from others.

Another sore point is the company’s plan to pay the heirs of the Hughes Corp shareholders. Those issues will be settled either before or during the confirmation hearing.

The plan allows General Growth to compensate the Hughes heirs in stock of General Growth, stock in a spinoff company, cash or with an unsecured promissory note the spinoff issues.

An attorney for the Hughes heirs said most of them already have decided to vote against the plan.

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One comment:

  1. ProbateSharks.com Aug. 20, 2010 at 9:22 a.m.


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