Brookfield Offers $15 Billion in Cash and Stock for GGP

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Commercial real estate firm Brookfield Property Partners L.P. (NYSE: BPY) confirmed Monday that the company has offered to acquire the outstanding shares it does not already own of GGP Inc. (NYSE: GGP), formerly known as General Growth Partners, in a cash and stock deal valued at around $14.8 billion, or $23 per share of GGP. Brookfield currently owns about 34% of GGP.

GGP shareholders may elect to take $23 per share in cash or 0.9656 of a limited partnership unit of Brookfield, subject to a maximum of approximately $7.4 billion in cash and a maximum of 309 million Brookfield common units. The offer reflects a premium of 21% to GGP’s closing price of $19.01 on November 6, the last day before word of a possible transaction leaked out.

Current GGP shareholders will own approximately 30% of the combined company. The unsolicited offer was presented to GGP’s board on November 11, and Brookfield notes that there is “no assurance” that GGP will approve the transaction or that it will eventually be completed.

Brookfield CEO, Brian Kingston, said:

Brookfield’s access to large-scale capital and deep operating expertise across multiple real estate sectors combined with GGP’s high-quality retail asset base will allow us to maximize the value of these irreplaceable assets. We are excited about the opportunity to leverage our expertise to grow, transform or reposition GGP’s shopping centers, creating long-term value in a way that would not otherwise be possible.

For its part, GGP has formed a special committee of nonexecutive, independent board members to review and consider the Brookfield offer. GGP had no other comment.

Over the past five years, Brookfield shares have added about 5.9% while GGP shares are down about 4.7% through November 6. GGP stock was up nearly 70% late last summer before dropping the entire gain. Since its IPO in late March of 2013, Brookfield has traded in a relatively narrow range, with a high of around $27.00 to a low around $19.00.

Based on market cap, GGP is about four times Brookfield’s size, but the number of struggling retailers presents a strong headwind and there has been at least one analyst comment that GGP was seeking a go-private transaction from a relatively weak position. Brookfield’s offer may serve almost as a stalking-horse bid as GGP tries to entice competing — and better — offers. It’s early days yet on this transaction.

Brookfield stock traded down about 3.3% in the late morning Monday, at $22.89 in a 52-week range of $20.31 to $24.96.

GGP’s shares traded up about 6.6%, at $23.66 in a 52-week range of $18.83 to $27.10. The stock’s 12-month consensus price target s $24.66.