Simon Property Responds to GGP's Takeover Rejection
[Update 1: Adds GGP response] The ongoing saga between rival shopping mall real estate investment trusts (REITs) Simon Property Group (SPG) and General Growth Properties (GGP) continued, as Simon Property issued a second public letter to GGP. “Time is passing and General Growth is inappropriately speculating with creditors' money — the company's high leverage means not only that equity value could be destroyed by relatively small market movements, but that the value of the unsecured debt is also at risk,” Simon Property CEO David Simon said in a letter to GGP CEO Adam Metz. Indianapolis-based Simon Property made a $10bn offer to acquire Chicago-based GGP on February 8. After the company said it had not received a substantive response from GGP, it released a public letter Tuesday to the GGP board outlining the offer, which includes $7bn in cash or stock to resolve GGP’s unsecured debt and $9 per share to GGP shareholders. GGP responded by rejecting Simon Property’s offer, calling it “not sufficient,” and instead chose to stay the course of its Chapter 11 reorganization plans, which includes soliciting offers from potential buyers and a possible capital raise. In his latest letter, Simon reiterated the position that his company’s offer was the best option for GGP’s creditors. The committee representing the GGP creditors publicly announced its support of the Simon Property offer. “[O]ur offer would remove the serious downside risks associated with a recapitalization, the value of which would be inherently uncertain and subject to future market conditions, even if a recapitalization could be secured,” Simon said in his letter. “Given the clear risks of pursuing an alternative plan, the current state of the retail industry and your company's past history of risky financial choices, your lack of urgency should deeply concern creditors and shareholders.” “While you pay lip service to time being of the essence, the ‘process’ outlined in your letter will take many months before a transaction could be agreed and made available to stakeholders,” he added. Late Thursday, Metz responded to Simon's latest missive with his own public letter. “As we have previously stated, our objective is to maximize value for the company and its stakeholders and we are engaging in a process that is intended to accomplish that result in an expeditious manner. Understandably, your objectives are not aligned with ours. We hope you will, nonetheless, participate in our process,” Metz said. Simon Property isn’t GGP’s only potential buyer. Toronto-based Brookfield Properties (BPO) and Vornado Realty Trust (VNO) have both been linked as potential buyers of GGP’s portfolio of 200 malls. Brookfield has been on a capital raising frenzy, and began purchasing GGP debt late last year. But in the letter, Simon encouraged GGP to reconsider Simon Property’s offer. “We are unwilling to waste our time and resources in a process not conducted on a level playing field, that is dragged out to provide an unfair advantage to any party, or that will serve any agenda other than maximizing return for General Growth's stakeholders — while also minimizing the risk and uncertainty of needlessly extending the bankruptcy proceedings,” Simon said. “Accordingly, we urge you not to pursue another proposal that you might receive, whether before or after the commencement of your process — as you threaten in your letter — without also substantively engaging with us.” Press contacts at GGP did not immediately respond to HousingWire's request for comment. Write to Austin Kilgore. The author held no relevant investments.