Simon Property Group has made a $10-billion offer to acquireGeneral Growth Properties of Chicago. This move would merge the toptwo retail- focused REITs in the country, creating a company withmore than 520 assets.

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

The creditors may be the easiest challenge. "The court willbalance the interests of all creditors and consider the feasibilityof the Simon transaction," Thomas explains. "The secured creditorsmay support the transaction, unless they see an alternate path thatenhances their collateral-or unless the Simon transaction somehowimpairs it."