However, this is not a done deal, according to Ryan Thomas, apartner at Bass Berry & Sims PLC and expert in mergers andacquisitions of public and private companies. Since GGP is stilltrying to pull a number of assets out of bankruptcy, Simonwill need court approval; as well as the approval of securedcreditors and shareholders.

The creditors may be the easiest challenge. "The court willbalance the interests of all creditors, including the securedcreditors, and will consider the feasibility of the Simontransaction," Thomas tells GlobeSt.com. "The secured creditors maysupport the transaction, unless they see an alternate path thatenhances their collateral--or unless the Simon transaction somehowimpairs their collateral."

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