Source - Brookfield Asset Management

General Growth Properties (“GGP”) Case Study• GGP is the second largest retail property REIT in the U.S.,with interests in 126 regional malls comprising of ~129 millionsquare feet of gross leasable space• $545 sales per sq ft among U.S. malls• Interest in 18 malls in Brazil, totaling 6.6 msfInvestment Thesis• Brookfield identified GGP as a recapitalization opportunityand started discussions with GGP in late 2008 to act as asponsor• Brookfield developed a restructuring plan that resulted inno impairment to creditors and partnered with the largestshareholders and the largest unsecured creditors to sponsorthe plan• In a highly competitive process, Brookfield succeeded as thecornerstone investor of the $8 billion recapitalization of GGPas part of the $30 billion restructuring, the largest real estaterestructuring in North American history• This represented a unique opportunity to acquire a significantposition in GGP, the second largest mall owner in the U.S. withan irreplaceable retail platform of high quality regional mallsat a substantial discount to stabilized net asset value, and tocreate value through operational improvements and strongcapital managementValue Creation• Successfully proposed and led execution of the restructuringplan, including acting as a cornerstone investor• Utilized innovative approach by providing a lead equityinfusion and flexibility for GGP to raise additional capital,permitting stakeholders to maximize value• Leveraged Brookfield’s relationships with banks to create acapital structure that minimized equity dilution and led anequity offering at a 50% premium to investment cost withina month of GGP's recapitalization• Since emergence, comparable tenant sales, occupancy andlease spreads across GGP’s portfolio have continued to grow• In January 2012, GGP completed the spin-off of a 30-mallportfolio to Rouse Properties, Inc. to allow GGP to focus onits remaining core portfolio of A grade malls39