Investors In General Growth Properties Announce Certain Transactions

     Investors In General Growth Properties Announce Certain Transactions

PR Newswire

CHICAGO, Jan. 3, 2013

CHICAGO, Jan. 3, 2013 /PRNewswire/ -- Brookfield Asset Management Inc.
("Brookfield") has informed General Growth Properties, Inc. ("GGP") that
affiliates of Brookfield acquired the GGP warrants held by affiliates of
Pershing Square Capital Management, L.P. ("Pershing Square"). The warrants
represent the right to acquire 18,432,855 shares of GGP common stock, par
value $0.01 per share ("Common Stock"). Brookfield has offered the board of
directors the ability to acquire, in the next 30 days, the same warrants for
the same purchase price paid by Brookfield ($271,884,611). The details of
Brookfield's purchase of warrants from Pershing Square are set forth in the
amendment to Brookfield's Schedule 13D filed today.

In connection with these transactions, Brookfield advised GGP that Pershing
Square delivered certain undertakings to Brookfield relating to GGP. Pursuant
to Pershing Square's undertaking to Brookfield, Pershing Square agreed that,
for a period of four years Pershing Square will refrain from undertaking any
of the types of transactions with respect to GGP that are subject to
disclosure under paragraphs (a)-(j) of item 4 of Schedule 13D. Pershing Square
has further acknowledged the 9.9% ownership limitation in GGP's certificate of
incorporation and agreed not to acquire shares of GGP, directly or indirectly,
that would cause its ownership to exceed that limit. Brookfield further
advised GGP that, following the transaction with Brookfield, Pershing Square
intends to commence filing further reports regarding its ownership of GGP
shares as a passive shareholder on Schedule 13G. Pershing Square's undertaking
to Brookfield is described in the amendment to Brookfield's Schedule 13D filed
today.

Brookfield also delivered a unilateral undertaking to GGP that modifies
certain governance arrangements with GGP. Pursuant to such undertaking,
Brookfield agreed that, for a period of four years, (i) in connection with any
stockholder vote on a change of control transaction recommended by GGP's board
of directors, Brookfield and its affiliates will limit their right to vote
shares in excess of 38.2% of the then-outstanding Common Stock, (ii)
Brookfield and its affiliates will participate in future repurchases of Common
Stock by GGP so as not to exceed their 45% ownership cap, and (iii) Brookfield
and its affiliates will not participate in any GGP dividend reinvestment plan
unless first requested by GGP's board of directors. Brookfield's undertaking
to GGP is described in further detail in the letter from Brookfield to GGP
dated the date hereof and filed as an exhibit to the Schedule 13D/A filed by
Brookfield today.

ABOUT GGP
General Growth Properties is a fully integrated, self-managed and
self-administered real estate investment trust focused exclusively on owning,
managing, leasing, and redeveloping high-quality regional malls throughout the
United States and Brazil. GGP's portfolio is comprised of 126 regional malls
in the United States and 18 malls in Brazil comprising approximately 135
million square feet. GGP is headquartered in Chicago, Illinois, and publicly
traded on the NYSE under the symbol GGP.

Contact Information: 
Investors:                         Media:
Kevin Berry, VP Investor Relations David Keating, VP Corporate Communications
kevin.berry@ggp.com               david.keating@ggp.com
(312) 960-5529                     (312) 960-6325

SOURCE General Growth Properties, Inc.
 
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