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Pershing Sends Letter to General Growth Properties, Says Never Sought Liquidity for Stake, Brookfield has Historic Interest in Acquiring GGP

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To the Board of Directors of General Growth Properties:

I thought it would be useful to the Board for us to clarify some of the confusion that has arisen as a result of Brookfield's press release in response to our letter of last Thursday, which has led to inaccurate press and analyst reports and contributed to GGP's Friday stock price decline.

Brookfield's press release states that: “Brookfield is not taking any steps to acquire GGP nor is it having any discussions with third parties in that regard.” It furthermore explains that its efforts over the last 12 months were an attempt to “facilitate Pershing Square's desire to maximize the value of and create liquidity for its interest in GGP. [Emphasis added.]”

Many market observers were led to believe by Brookfield's press release that at no time was Brookfield interested in buying or seeking to acquire GGP, but rather it has simply been exploring ways to assist Pershing Square's desire to obtain liquidity for its shares. As a result, we believe that many analyst and press reports expressed the inaccurate view that Pershing Square's letter was simply an attempt to increase the value of GGP's stock price for the purpose of selling our stake.

Brookfield's press release does not refute the fact that since November of last year, Brookfield has been working continuously to put together a transaction to acquire GGP. Indeed, after several months of research and analysis, Mr. Flatt indicated to me this past Spring that Brookfield had completed all of the necessary legal, tax, and structuring work to execute a tax-efficient transaction.

On a regular basis over the past 10 months, Mr. Flatt and his colleague Mr. Madon have provided Pershing Square – and, we understand from Brookfield, GGP's Board of Directors – with regular status updates about Brookfield's progress in raising the necessary financing and completing the other steps required to consummate a transaction.

To this end, at a meeting at our offices on July 10th, Mr. Flatt explained to me that he expected to be able to raise the $3 billion balance of required capital necessary to consummate the Brookfield Transaction. He identified to me a certain sovereign wealth fund which was considering investing the balance of the required capital, but who still needed more time to complete its work.

While Brookfield may have stopped working on a potential transaction shortly before issuing its Friday press release, the release obfuscated Brookfield's historic interest in acquiring GGP.

Pershing Square Has Not Sought to Liquidate its Stake in GGP

The Brookfield press release mischaracterizes Pershing Square's purpose for entering into discussions with Brookfield. At no time has Pershing Square sought liquidity for its GGP stake in conversations with Brookfield, Simon or otherwise.

GGP's average daily trading volume is more than 4.6 million shares per day. Pershing Square is not a GGP insider, our shares are fully registered and freely tradable, and we have no restrictions on selling the shares owned by the funds. Prior to Friday's stock purchases, we owned 72.2 million shares of GGP stock representing approximately 16 days' total average trading volume, a stake which could easily be liquidated in 90 days with minimal if any market impact.

While we have made no attempts to sell our shares in GGP, in July, Brookfield did, however, offer to buy approximately 57 million of our shares at a price of $19, a price which represented a premium to the market at the time, and an offer that we promptly rejected.

Brookfield is motivated to buy us out because, aside from GGP's independent Board members, we are the last remaining significant impediment to Brookfield taking control of GGP without paying an appropriate premium.

Posted-In: Pershing SquareNews M&A


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