Mall owner General Growth Properties, Inc. (GGP) said Tuesday that its board of directors has approved the spin-off of its subsidiary, Rouse Properties, Inc. The Rouse Properties portfolio consists of 30 regional malls in 19 states, totaling more than 21 million square feet of retail space.
Chicago, llinois-based GGP said that the spin-off will be completed through a pro rata taxable dividend of voting common stock of Rouse Properties held by the company on January 12, 2012 to GGP stockholders of record as of the close of business on December 30, 2011.
GGP is the second largest shopping center owner in the U.S. The company has ownership and management interests in 167 regional and super regional shopping malls in 42 states, comprising about 169 million square feet. Through the spin-off, the company expects to further reduce its holdings to only large premier malls.
Following the spin-off, GGP's common stock will continue to trade on the NYSE under the symbol "GGP", while Rouse Properties intends to have its common stock listed on the NYSE under the symbol "RSE".
GGP stockholders will receive about 0.0375 shares of Rouse Properties' common stock for every share of GGP common stock owned by them, representing a distribution ratio of 1:26.66. GGP said it expects about 35.5 million shares of Rouse Properties' common stock to be outstanding immediately following the spin-off.
Rouse Properties had historical core net operating income of about $113.1 million for the nine months ended September 30, 2011.
GGP noted that Rouse Properties is expected to have about $1.16 billion of debt outstanding on the distribution date, comprised of about $724.0 million of existing mortgage debt and a new three-year senior secured term loan of about $433.5 million.
The senior secured term loan will be provided by a syndicate of lenders with Wells Fargo Bank, N.A., as administrative agent, and Wells Fargo Securities, LLC, RBC Capital Markets, LLC, and U.S. Bank National Association as joint lead arrangers.
The senior secured facility also includes a revolving credit facility of $50 million. In addition, Rouse Properties has finalized the terms of a three and a half year subordinated unsecured revolving credit facility with an affiliate of Brookfield Asset Management, Inc. (BAM), which will provide borrowings on a revolving basis of up to $100 million.
GGP said it anticipates "regular way" trading of Rouse Properties common stock under the symbol "RSE" will begin on January 13, 2012, the first trading day following the distribution date. Before the spin-off, GGP and Rouse Properties will enter into a separation agreement and various other agreements related to the spin-off.
GGP emerged from bankruptcy in early November 2010 and split into two companies - General Growth Properties and Howard Hughes Corp.
GGP closed Monday's trading at $14.35, down $0.17 on a volume of 4.59 million shares.
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