Brookfield Property Partners Proposes To Buy GGP For $23.00/shr

(RTTNews) - Brookfield Property Partners L.P. (BPY_UN.TO, BPY ) said that it made a non-binding proposal to acquire all the outstanding shares of common stock of GGP Inc. (GGP), other than those shares currently held by BPY and its affiliates (representing about 34% of the outstanding shares).

Brookfield noted that each common share of GGP will be acquired for consideration of $23.00. Each GGP shareholder can elect to receive consideration per GGP common share of either $23.00 in cash or 0.9656 of a limited partnership unit of BPY, subject in each case to pro-ration based on a maximum cash consideration of about $7.4 billion (50% of the aggregate offer) and a maximum of approximately 309 million BPY units valued at approximately $7.4 billion (50% of the aggregate offer).

In Monday pre-Market trade, GGP is trading at $24.00, up $1.80 or 8.11%.

Separately, GGP confirmed that on November 11, 2017, it received an unsolicited proposal from Brookfield Property Partners L.P. for BPY to acquire all of the outstanding shares of common stock of GGP other than those shares currently held by BPY and its affiliates.

GGP noted that it formed a special committee to review and consider the Proposal and pursue the course of action that it believes is in the best interests of the Company's stockholders. The Company's stockholders do not need to take any action at this time.

Brookfield Property noted that the proposal represents a premium of 21% to the unaffected closing share price of the Company's common stock of $19.01 on November 6, 2017.

The combined company will be owned approximately 30% by existing GGP shareholders. The transaction is expected to be immediately accretive to BPY's FFO per unit and will provide for an enhanced dividend to GGP's shareholders who elect to receive BPY units.

The transaction is subject to the negotiation and execution of definitive transaction documents and customary approvals, including, approval of a majority of the Company's stockholders not affiliated with BPY.

The Wall Street Journal had reported that Brookfield Property Partners LP has made a $14.8 billion offer to acquire the shares of mall owner GGP Inc. that it doesn't already own. Brookfield offered to pay $23 per share for the remaining 66% of GGP, half in cash and half in equity. GGP investors could choose either cash or 0.9656 of a limited-partnership unit of Brookfield Property for each share, subject to proration that keeps the consideration of cash and units from each exceeding $7.4 billion.