Brookfield Asset Management Inc. is going to have a tough time overcoming this one. There are too many details here to refute and Brookfield Asset Management Inc. (NYSE:BAM) (TSE:BAM.A) ‘s actions run counter to their statements.
I am also guessing if $SPG really made these overtures there will be something coming from them affirming Ackman’s version of events. While they may have to abide by the terms of their agreement, they can acknowledge Ackman is not in error without violating it.
If nothing else General Growth Properties Inc (NYSE:GGP) shareholders should be outraged by Brookfield Asset Management Inc. (NYSE:BAM) (TSE:BAM.A) ‘s actions. Brookfield Asset Management Inc. (NYSE:BAM) (TSE:BAM.A) is clearly working for themselves and NOT for all $GGP shareholders. This is troubling as $BAM has three seats on the $GGP Board and as Board members their duty is to $GGP first, then $BAM. Bruce Flatt holds positions on both General Growth Properties Inc (NYSE:GGP) (Chairman) and BAM Boards (Director & CEO of BAM). If BAM is attempting to acquire General Growth Properties Inc (NYSE:GGP), I am confused as to how this is not a conflict of interest. Flatt is supposed to get the best deal for both sets of investors? He is going to both get the most compensation for General Growth Properties Inc (NYSE:GGP) holders while paying the least for BAM? Impossible. Now, if there were no other serious bidders, that is one thing, but it appears there was and in this case, Flatt should have, or should have been asked to by the GGP Board to remove himself. It would appear that $BAM has snuffed a competing offer that would have enriched all shareholders in their desire to control the company (and enrich themselves dis-proportionally) at a cheaper valuation.
I am confident more will be coming out on this but it is becoming apparent this is FAR from over…
The Board of Directors
c/o Mr. Sandeep Mathrani,
Chief Executive Officer
General Growth Properties, Inc.
110 N. Wacker Drive
Chicago, IL 60606
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.
Additional Details on the Background Concerning the Simon Transaction
In order for the GGP Board to have a better understanding of the facts concerning a potential Simon Transaction and to correct any misimpression the Brookfield release has created, I have provided greater detail on the discussions to date below.
In September of 2011, I spoke by telephone with David Simon about a matter unrelated to GGP. On the call, Mr. Simon stated that Pershing Square had erred in not supporting Simon Property Group’s (“Simon” or “Simon’s”) takeover of GGP during the bankruptcy. I responded by explaining that we were content to be long-term shareholders of GGP and expected to be richly rewarded over time. We both agreed, however, that it might be useful to meet to have a further discussion about the subject. A meeting was scheduled in New York on October 13, 2011.
In preparation for our meeting with Mr. Simon, we analyzed a number of potential business combination transactions between GGP and Simon to determine whether there was a transaction that would be substantially superior to shareholders when compared with GGP’s remaining an independent enterprise.
We endeavored to design a merger transaction that would provide immediate value to GGP shareholders while allowing them to continue to participate in the value creation of the merged enterprise. It was important to us as GGP shareholders that the transaction would be economically accretive to Simon because we and other GGP shareholders would own a substantial portion of the combined company when the transaction closed.
After a careful review of alternative transactions, we arrived at a potential transaction, the Simon Transaction, which we have previously described, whereby each shareholder of GGP would receive 0.1765 shares of SPG stock for each share of GGP it owned. The Transaction met our objectives in that it would allow shareholders at the time (October 2011) to receive $21 per share in immediate value, a 65% premium to the $12.70 per share then-trading price of GGP, and provide them with the opportunity to continue as a shareholder in the combined enterprise. We expected that the newly merged company, “New Simon,” would increase in value in the short, intermediate and long term as a result of the economic accretion to Simon from the Transaction, Simon management’s strong reputation, and the favorable long-term prospects of Class A and outlet malls.
At the October 13th meeting, we made a 37-page presentation to Mr. Simon about the proposed Simon Transaction, which, among other analyses, included a detailed accretion analysis reflecting estimated synergies. We thereafter discussed the Transaction in detail with Mr. Simon. During and subsequent to the meeting, Mr. Simon expressed serious interest in pursuing the Transaction, but explained that he did not wish to spend the time and energy required to pursue the Transaction unless he was confident that it would be supported by shareholders. To that end, he asked that we speak with both Brookfield and Blackstone to determine their interest in the Transaction.
Shortly thereafter, we spoke by telephone with senior representatives of Blackstone’s Real Estate Group who promptly indicated that they would be supportive of the Transaction for they agreed with us about the merits of New Simon and the fairness of the transaction terms.
As we have previously described, we also scheduled a meeting with Brookfield at our offices on November 4, 2011 at which Messrs. Flatt and Madon explained that they did not wish to pursue the Simon Transaction, but rather were interested in buying GGP, potentially in partnership with Simon. They explained that they expected that they could offer