Schedule 13D Amendment

0000950123-10-016950.txt : 20100225 0000950123-10-016950.hdr.sgml : 20100225 20100225143945 ACCESSION NUMBER: 0000950123-10-016950 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20100225 DATE AS OF CHANGE: 20100225 GROUP MEMBERS: PERSHING SQUARE CAPITAL MANAGEMENT, L.P. GROUP MEMBERS: PERSHING SQUARE GP, LLC GROUP MEMBERS: PS MANAGEMENT GP, LLC GROUP MEMBERS: WILLIAM A. ACKMAN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GENERAL GROWTH PROPERTIES INC CENTRAL INDEX KEY: 0000895648 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 421283895 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-44985 FILM NUMBER: 10633052 BUSINESS ADDRESS: STREET 1: 110 N WACKER DRIVE STREET 2: STE 3100 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 3129605000 MAIL ADDRESS: STREET 1: 110 N WACKER DRIVE STREET 2: STE 3100 CITY: CHICAGO STATE: IL ZIP: 60606 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Pershing Square Capital Management, L.P. CENTRAL INDEX KEY: 0001336528 IRS NUMBER: 383694136 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 888 SEVENTH AVENUE STREET 2: 29TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-813-3700 MAIL ADDRESS: STREET 1: 888 SEVENTH AVENUE STREET 2: 29TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 SC 13D/A 1 c96854sc13dza.htm SCHEDULE 13D AMENDMENT Schedule 13D Amendment

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 5 )*

GENERAL GROWTH PROPERTIES, INC.

(Name of Issuer)

Common Stock, $.01 par value per share

(Title of Class of Securities)

370021107

(CUSIP Number)

Roy J. Katzovicz, Esq.
Pershing Square Capital Management, L.P.
888 Seventh Avenue, 42nd Floor
New York, New York 10019
212-813-3700

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

with copies to:

Andrew G. Dietderich, Esq.
Alan J. Sinsheimer, Esq.

Sullivan & Cromwell LLP
125 Broad Street, New York, New York 10004
212-558-4000

February 24, 2010

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No.		370021107

NAMES OF REPORTING PERSONS

Pershing Square Capital Management, L.P.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) o

(b) þ

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

SOLE VOTING POWER

NUMBER OF

— 0 —

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

23,953,782

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

— 0 —

WITH

SHARED DISPOSITIVE POWER

23,953,782

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

23,953,782

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

7.5%¹

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

¹ This calculation is based on 317,304,759 shares of common stock (“Common Shares”) of General Growth Properties Inc. (the “Issuer”) outstanding on January 28, 2010 as communicated by the Issuer to Pershing Square Capital Management, L.P., PS Management GP, LLC, Pershing Square GP, LLC and William A. Ackman (collectively, the “Reporting Persons”).


CUSIP No.		370021107

NAMES OF REPORTING PERSONS

PS Management GP, LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) o

(b) þ

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

SOLE VOTING POWER

NUMBER OF

— 0 —

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

23,953,782

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

— 0 —

WITH

SHARED DISPOSITIVE POWER

23,953,782

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

23,953,782

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

7.5%²

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

² This calculation is based on 317,304,759 Common Shares outstanding as communicated by the Issuer to the Reporting Persons.


CUSIP No.		370021107

NAMES OF REPORTING PERSONS

Pershing Square GP, LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) o

(b) þ

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

SOLE VOTING POWER

NUMBER OF

— 0 —

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

8,601,425

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

— 0 —

WITH

SHARED DISPOSITIVE POWER

8,601,425

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

8,601,425

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

2.7%³

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

³ This calculation is based on 317,304,759 Common Shares outstanding as communicated by the Issuer to the Reporting Persons.


CUSIP No.		370021107

NAMES OF REPORTING PERSONS

William A. Ackman

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) o

(b) þ

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

U.S.A.

SOLE VOTING POWER

NUMBER OF

— 0 —

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

23,953,782

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

— 0 —

WITH

SHARED DISPOSITIVE POWER

23,953,782

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

23,953,782

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

7.5%⁴

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

⁴ This calculation is based on 317,304,759 Common Shares outstanding as communicated by the Issuer to the Reporting Persons.

Item 1. Security and Issuer

This Amendment No. 5 (this “Amendment No. 5”) amends and supplements the statement on Schedule 13D, as previously amended to date (the “Schedule 13D”), by (i) Pershing Square Capital Management, L.P., a Delaware limited partnership (“Pershing Square”), (ii) PS Management GP, LLC, a Delaware limited liability company (“PS Management”), (iii) Pershing Square GP, LLC, a Delaware limited liability company (“Pershing Square GP”), and (iv) William A. Ackman, a citizen of the United States of America (collectively, the “Reporting Persons”), relating to the common stock, par value $.01 per share (the “Common Shares”), of General Growth Properties, Inc., a Delaware corporation (the “Issuer”). Capitalized terms used herein but not defined herein shall have the meaning set forth in the Schedule 13D.

As of February 24, 2010, the Reporting Persons beneficially owned an aggregate of 23,953,782 Common Shares, representing approximately 7.5% of the outstanding Common Shares. The Reporting Persons also have additional economic exposure to approximately 54,907,669 Common Shares under certain cash-settled total return swaps (“Swaps”), bringing their total aggregate economic exposure to 78,861,451 Common Shares (approximately 24.9% of the outstanding Common Shares).

The beneficial and notional share counts reported herein have increased since the last amendment to the Schedule 13D as a result of the stock dividend the Issuer distributed on January 28, 2010.

Item 4. Purpose of Transaction

Item 4 is hereby supplemented, as follows:

On February 24, 2010, the Pershing Square Funds and Brookfield Asset Management Inc. (“Brookfield”) entered into a letter agreement, which is filed as Exhibit 99.1 hereto and incorporated herein by reference.

On February 24, 2010, Mr. Ackman, on his own behalf and on behalf of Pershing Square and the Pershing Square Funds, and the Issuer entered into a letter agreement, which is filed as Exhibit 99.2 hereto and incorporated herein by reference.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

Item 6 is hereby supplemented, as follows:

The information set forth in Item 4 is incorporated herein by reference.

Item 7. Material to be Filed as Exhibits

Item 7 is hereby supplemented by adding the following exhibits:


Exhibit 99.1		Letter Agreement, dated February 24, 2010, among the Pershing Square Funds and Brookfield Asset Management Inc.

Exhibit 99.2		Letter Agreement, dated February 24, 2010, among William A. Ackman, on his own behalf and on behalf of Pershing Square and the Pershing Square Funds, and the Issuer.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete, and correct.


Date: February 24, 2010	PERSHING SQUARE CAPITAL MANAGEMENT, L.P. PS Management GP, LLC,
	By:	its General Partner

	By:	/s/ William A. Ackman
		William A. Ackman
		Managing Member


	PS MANAGEMENT GP, LLC
	By:	/s/ William A. Ackman
		William A. Ackman
		Managing Member

	PERSHING SQUARE GP, LLC
	By:	/s/ William A. Ackman
		William A. Ackman
		Managing Member


	/s/ William A. Ackman
	WILLIAM A. ACKMAN

EXHIBIT INDEX


Exhibit 99.1		Letter Agreement, dated February 24, 2010, among the Pershing Square Funds and Brookfield Asset Management Inc.

Exhibit 99.2		Letter Agreement, dated February 24, 2010, among William A. Ackman, on his own behalf and on behalf of Pershing Square and the Pershing Square Funds, and the Issuer.

EX-99.1 2 c96854exv99w1.htm EXHIBIT 99.1 Exhibit 99.1

Execution Copy

February 24, 2010

Brookfield Asset Management Inc. (“Brookfield”)
Suite 300, Brookfield Place
181 Bay Street
Toronto, Ontario, Canada M5J 2T3

RE: General Growth Properties, Inc. (“GGP”)

Gentlemen:

You have informed us that Brookfield is interested in making a bid to sponsor the plan of reorganization of GGP on the terms and conditions described in Annex A (the “Proposal”). You also have informed us that, because of the expected period of time between the public announcement of the Proposal and approval of ‘stalking horse’ protections by the Bankruptcy Court, Brookfield will not make the Proposal without the benefit of this letter.

Accordingly, to induce you to make the Proposal, each of the undersigned funds (together, “Pershing Square”) hereby agrees that, if a Triggering Event (as defined below) occurs, the undersigned, in proportion to their current equity and equity derivative interests relating to GGP (equivalent to 78,861,451 GGP common shares in the aggregate), shall pay to Brookfield or one or more of its affiliates, as directed by Brookfield prior to the payment date, the Contingent Payment (defined below) on or prior to the 30^th day after the later of (x) the consummation of any plan in the chapter 11 case of GGP or any successor company of GGP (a “Plan”) or (y) the conclusion of the valuation period for determining the amount of the Contingent Payment. This Contingent Payment shall be payable, at the election of Pershing Square, in cash or in marketable securities issued or retained in connection with a Plan (valued in the same manner as they are valued for purposes of determining Realized Value Per Share), in each case net of any applicable withholding or similar taxes.

For purposes of this letter:

	•		“Contingent Payment” means a payment in an amount equal to 19,715,362 times the excess, if any, of the Realized Value Per Share over the Benchmark Value Per Share. The number 19,715,362 in the preceding sentence is 25% of the 78,861,451 GGP common shares referred to earlier in this letter, though for avoidance of doubt that 19,715,362 number will not change even if Pershing Square’s equity and equity derivative interests relating to GGP change.

	•		“Benchmark Value Per Share” means $12.750000 if consummation of a Plan occurs on or before April 7, 2010 and an additional $0.009715 for each calendar day thereafter until consummation of a Plan. As an example, if consummation of a Plan occurs on June 30, 2010, Benchmark Value Per Share would be $13.566060.

	•		“Realized Value Per Share” means the value of the cash and securities retained or received per current GGP common share in a Plan, based on the amount of any such cash and based on the average of the volume weighted average prices of any such securities for each of the first 20 trading days after the date of consummation of a Plan. If a Plan provides holders with an election relating to the composition of cash and securities retained or received per current GGP common share, the cash and securities retained or received per current GGP common share shall, for purposes of the preceding sentence, be deemed to be the cash and securities retained or received per current GGP common share by a holder who fails to make any affirmative election and therefore receives the default composition of cash and securities.

	•		“Triggering Event” means the consummation of a Plan under Chapter 11 of the United States Bankruptcy Code, but only if:

	•		neither Brookfield nor any affiliate of Brookfield, directly or indirectly, participates in the entity or group sponsoring, or provides financing for, or agrees to buy assets or assume liabilities in connection with, a Plan or any plan in a chapter 11 case of any subsidiary of GGP, and

	•		the Bankruptcy Court in the Chapter 11 proceeding of GGP shall not have approved any agreement or transaction involving Brookfield or any of its affiliates, including without limitation any ‘stalking horse’ or other deal protections for the benefit of Brookfield or any of its affiliates.

* * *

-2-

If the foregoing is in accordance with our understanding, please sign where indicated below and return a copy to us, whereupon this letter will become a binding agreement between us, governed by and construed in accordance with the laws of the State of New York. This agreement is solely for your and our benefit and not the benefit of any third party. This agreement may be amended from time to time solely by your and our written agreement.


Sincerely, PERSHING SQUARE, L.P.
By:	PERSHING SQUARE GP, LLC,
its General Partner
By:	/s/ William A. Ackman	,
Its Managing Member


PERSHING SQUARE II, L.P.
By:	PERSHING SQUARE GP, LLC,
its General Partner
By:	/s/ William A. Ackman	,
its Managing Member


PERSHING SQUARE INTERNATIONAL, LTD.
By:	PERSHING SQUARE CAPITAL MANAGEMENT, L.P.,
its Investment Manager
By:	PS MANAGEMENT GP, LLC,
its General Partner
By:	/s/ William A. Ackman	,
its Managing Member

Agreed as of the date first above written:


BROOKFIELD ASSET MANAGEMENT INC.
By:	/s/ Cyrus Madon

-3-

Annex A

[Brookfield Proposal]

EX-99.2 3 c96854exv99w2.htm EXHIBIT 99.2 Exhibit 99.2

Execution Copy

February 24, 2010

Mr. William A. Ackman
c/o Pershing Square Capital Management, L.P.
888 Seventh Avenue, 42nd Floor
New York, New York 10019

RE: Proposal of Brookfield Asset Management Inc. (“Brookfield”)

Dear Bill:

We appreciate your agreement to provide Brookfield with the letter agreement they required as a condition to making the proposal they are making today. In consideration for your agreement, we hereby amend paragraph 3(b) of our letter agreement, dated June 5, 2009 (the “Letter Agreement”), to read as follows: “(b) seek to ensure that your and their public statements regarding GGP, its management, the Board or any possible restructuring or alternative transaction involving GGP or any of its direct or indirect subsidiaries are coordinated in advance with GGP”.


	Very truly yours, /s/ Adam Metz
	Adam Metz

AGREED

/s/ William A. Ackman
William A. Ackman
On his own behalf, and on behalf of
Pershing Square (as defined in the Letter Agreement)