In the space of just more than a week, GGP's troubles have taken it from industry pariah to a prize to be fought over. Indianapolis-based Simon Property Group's massive $10 billion takeover offer, tempting to stockholders with promises of easy bailout cash, was rejected by the local bankrupt mall REIT. There was talk that Blackstone might join with Simon for financing assistance, but Tuesday rumors surfaced of a possible separate offer by Toronto-based Brookfield Asset Management.

Though some may question how a company, struggling to pay its debts, can turn down $10 billion, merger expert Ryan Thomas says the resistance by GGP's board comes from a well thought-out position, in which they know the true negotiating process of never taking your first offer. "GGP wants control of this bidding," says Thomas, a partner with Bass Berry & Sims PLC. "Though Simon's offer seems the most logical, GGP probably knows that they are not the only game in town, and the board thinks they have enough leverage to wait and see all options."

The Simon offer was for $9 per General Growth share, a total of "$6 per share in cash and all of GGP's ownership interests in the [Master Planned Community] assets" according to Simon's offer letter. However, GGP itself and other retail REIT experts have valued the company higher, ranging from $11 to more than $40 per share. Brookfield, which has not publicly acknowledged a potential bid, is allegedly considering a 30% stake in GGP. Officials from Brookfield and GGP could not be reached, and a representative from Simon said he could not comment.

Thomas says Simon's bid was more of a test of the waters to see what GGP would accept, and GGP's response does not shut out Simon from consideration. "They left the door open for Simon," Thomas says, referring to a GGP statement that Simon is welcome to continue in the "process." Now, with the Brookfield rumor out there, the ball is in Simon's court, he says. "It's up to Simon to sweeten the pot, to up the ante. Now we see who blinks," Thomas says.

He says that a recent lawsuit by a GGP shareholder upset about the company not accepting the Simon offer is also par for the course, but not really a consideration in the game playing out. "A lawsuit is pretty typical in this situation, but a board doesn't have an obligation to agree to sell themselves if they think an offer is undervalued," Thomas says.