GGP ANNOUNCES PROPOSED EQUITY AGREEMENT WITH BROOKFIELD ASSET MANAGEMENT

CHICAGO Ń The latest turn in the saga of General Growth Properties' (GGP) emergence from bankruptcy surprisingly has nothing to do with Simon Property Group. On Wednesday, GGP agreed in principle with Brookfield Asset Management on a $2.625 billion equity commitment. Under the terms of the agreement, Brookfield would invest $2.5 billion in exchange for new GGP common stock priced at $10 per share. Brookfield would also invest up to $125 million at $5 per share in common stock for General Growth Opportunities, a new company created to hold certain GGP non-core assets, including all of the company's master-planned communities and its landmark developments. In return, Brookfield will own approximately 30 percent of GGP and be able to nominate three of the company's directors. According to a release issued by GGP, the deal is expected to create a floor value for the purpose of raising additional capital for the company. The deal will also provide sufficient liquidity to fund GGP's needs while it emerges from bankruptcy. GGP plans to pursue additional capital-raising alternatives totaling up to $5.8 billion, and Brookfield will assist it in raising the capital. For example, GGP plans to raise $250 million in a stock offering of General Growth Opportunities, with Brookfield backstopping up to $125 million of the offering. The agreement is subject to customary Bankruptcy Court approvals. As consideration for acting as the stalking horse in GGP's capital raising process, Brookfield will be granted 7-year warrants to purchase up to 60 million shares of existing GGP common stock at a price of $15 per share. Until the agreement is approved by the court, Pershing Square Capital Management is providing interim protection to Brookfield. If Brookfield's investment is not completed, and GGP completes a transaction with another party at a per share value of above $12.75, Pershing Square will pay Brookfield 25 percent of the profits from its investment in GGP above $12.75 per share. GGP will not be required to reimburse Pershing Square. Ń Coleman Wood