But the agency is concerned about the possible disruption to mall operations if management changes hands. If this occurs, Standard & Poor's says it will need to review the new property manager's capabilities, its approach to managing the mall, as well as any changes to the property management contract.

A US District Court in Minnesota ruled that Simon Property Group, the Indianapolis-based shopping center developer and owner, must sell its 27.5% indirect ownership interest in the Mall of America to the Ghermezian family within nine months of the date of the order. As a result of the order, the Ghermezian family will have a 50% indirect ownership interest in the Mall of America and will be its managing general partner. The Simon family will indirectly own 22.5%, Teachers Insurance & Annuity Association will indirectly own a 27.5% interest and SPG will have no ownership interest in the mall.

After reviewing the court order, Standard & Poor's Ratings Services says there is "no immediate rating impact on the Mall of America Capital Co. LLC's multiclass mortgage pass-through certificates series 2000-1." The agency says its assessment is based on a review of the court order, loan documents, and discussions with the servicer, GMAC Commercial Mortgage Corp.

The combination of a change in control and the Ghermezian family's acquisition of a 50% interest in the borrower would require lender consent as well as Standard & Poor's confirmation, as will any change in the property manager. Otherwise, the loan will be in a non-monetary default.

Currently, a wholly owned subsidiary of SPG is serving as the mall's property manager. The Ghermezian family currently manages a 4.2-million-sf mall in Edmonton, Alberta, Canada.

Simon Property Group says it intends to vigorously contest the ruling, which it believes to be legally and factually wrong.

Mall of America Capital Co. LLC's series 2000-1 is secured by a first mortgage lien on the Mall of America. The Mall of America's borrower exercised its first of two one-year extension options by extending the loan until March 2004.

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