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What would you have chosen for General Growth? Brookfield, Simon or neither? That was what GlobeSt.com’s poll question endeavored to answer last week. Some 230 readers responded to the survey, with 42% putting their support behind Simon and Brookfield coming in a very close second with 40% of the votes. Only 18% said the retail REIT should have chosen neither.

But according to NAI Hanson’s capital markets director Gregory James, the real story at the end of the process of the General Growth bankruptcy hearing was not about the best interests of debt holders and equity investors of GGP, but rather the best deal for General Growth’s management.

“As a fiduciary, the Board had an obligation to take the Simon bid. The Simon bid was 33% higher in absolute terms ($15 per share versus $20 per share) but more importantly the existing shareholders would not be diluted through the warrants and fees that Brookfield and its partners were able to secure from GGP management in the coming years.

“The antitrust issues would have been resolved in a satisfactory fashion to all parties and would become a non-issue and the GGP Portfolio would have benefited in the interim from the management expertise and vision of the Simon team as well as the financial strength of the Simon investment partners. In short, it would have been a win-win for the shareholders of both companies.

“It is clear we will not be able to evaluate the GGP/Brookfield partnership as it relates to all shareholders for three to four years. What we can say is that the Brookfield team made a good deal for their institutional investors.”

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