Transaction|December 20, 2011
General Growth Properties approves spinoff of Rouse Properties
Torys acted as counsel to Brookfield Asset Management with a team that included Karrin Powys-Lybbe, Dean Kotwal, Andy Beck, Daniel Raglan (corporate/securities), Rose Bailey, Jonathan Wiener and Konata Lake (lending) and Peter Keenan and David Mattingly (tax).
On December 20, 2011, General Growth Properties, Inc. (NYSE: GGP) (GGP) announced that its board of directors approved the spinoff of its subsidiary, Rouse Properties, Inc. (Rouse Properties). The spinoff will be completed through a pro rata taxable dividend of voting common stock of Rouse Properties held by GGP on Thursday, January 12, 2012 (the Distribution Date) to GGP stockholders of record as of the close of business on the New York Stock Exchange (NYSE) on Friday, December 30, 2011 (the Record Date). On the Distribution Date, for every share of GGP common stock owned as of the Record Date, GGP stockholders will receive approximately 0.0375 shares of Rouse Properties' common stock representing a distribution ratio of 1:26.66. Approximately 35.5 million shares of Rouse Properties' common stock are expected to be outstanding immediately following the spinoff.
On the Distribution Date, Rouse Properties is expected to have approximately US$1.16 billion of debt outstanding with a weighted average interest rate of approximately 5.6% comprised of approximately US$724.0 million of existing mortgage debt and a new three year senior secured term loan of approximately US$433.5 million provided by a syndicate of lenders. The senior secured facility also includes a revolving credit facility in the amount of US$50 million. In addition, Rouse Properties finalized the terms of a three and a half year subordinated unsecured revolving credit facility with an affiliate of Brookfield Asset Management, Inc. (Brookfield) that will provide borrowings on a revolving basis of up to US$100 million.
Rouse Properties entered into a standby purchase agreement with an affiliate of Brookfield relating to the previously announced rights offering that Rouse Properties plans to commence following the completion of the spinoff, pursuant to which Brookfield has agreed to purchase at the rights offering price of US$15.00 per share its pro rata share of the common stock of Rouse Properties and any remaining shares of Rouse Properties common stock not otherwise subscribed for in the rights offering.
General Growth Properties is the second largest shopping center owner in the United States and has ownership and management interests in 167 regional and super regional shopping malls in 42 states comprising approximately 169 million square feet.
Brookfield Asset Management, headquartered in Toronto, is a global alternative asset management company focused on property, power and infrastructure assets.
Further information can be found on Digital Journal's website.
On the Distribution Date, Rouse Properties is expected to have approximately US$1.16 billion of debt outstanding with a weighted average interest rate of approximately 5.6% comprised of approximately US$724.0 million of existing mortgage debt and a new three year senior secured term loan of approximately US$433.5 million provided by a syndicate of lenders. The senior secured facility also includes a revolving credit facility in the amount of US$50 million. In addition, Rouse Properties finalized the terms of a three and a half year subordinated unsecured revolving credit facility with an affiliate of Brookfield Asset Management, Inc. (Brookfield) that will provide borrowings on a revolving basis of up to US$100 million.
Rouse Properties entered into a standby purchase agreement with an affiliate of Brookfield relating to the previously announced rights offering that Rouse Properties plans to commence following the completion of the spinoff, pursuant to which Brookfield has agreed to purchase at the rights offering price of US$15.00 per share its pro rata share of the common stock of Rouse Properties and any remaining shares of Rouse Properties common stock not otherwise subscribed for in the rights offering.
General Growth Properties is the second largest shopping center owner in the United States and has ownership and management interests in 167 regional and super regional shopping malls in 42 states comprising approximately 169 million square feet.
Brookfield Asset Management, headquartered in Toronto, is a global alternative asset management company focused on property, power and infrastructure assets.
Further information can be found on Digital Journal's website.