PLEASE TAKE NOTICE that a hearing on the annexed motion (the Motion )

Transcription

1 Hearing Date: July 22, 2010 at 10:00 a.m. (Eastern Time) Objection Deadline: July 16, 2010 at 4:00 p.m. (Eastern Time) WEIL, GOTSHAL & MANGES LLP 767 Fifth Avenue New York, New York Telephone: (212) Facsimile: (212) Marcia L. Goldstein Gary T. Holtzer Adam P. Strochak Stephen A. Youngman (admitted pro hac vice) Sylvia A. Mayer (admitted pro hac vice) Attorneys for Debtors and Debtors in Possession KIRKLAND & ELLIS LLP 300 North LaSalle Chicago, Illinois Telephone: (312) Facsimile: (312) James H.M. Sprayregen, P.C. Anup Sathy, P.C. (admitted pro hac vice) Co-Attorneys for Certain Subsidiary Debtors and Debtors in Possession UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK x : In re : Chapter 11 Case No. : GENERAL GROWTH : (ALG) PROPERTIES, INC., et al., : : (Jointly Administered) Debtors. : x NOTICE OF MOTION PURSUANT TO SECTION 1121(d) OF THE BANKRUPTCY CODE REQUESTING A THIRD EXTENSION OF EXCLUSIVE PERIODS FOR FILING A CHAPTER 11 PLAN AND SOLICITING ACCEPTANCES THERETO PLEASE TAKE NOTICE that a hearing on the annexed motion (the Motion ) of General Growth Properties, Inc. and its affiliated debtors in the above-referenced chapter 11 cases (together, the Debtors ), pursuant to section 1121(d) of chapter 11 of title 11 of the United States Code requesting a third extension of the exclusive periods for filing a chapter 11 plan and soliciting acceptances thereto, all as more fully described in the Motion, will be held before the Honorable Allan L. Gropper, United States Bankruptcy Judge, at the United States Bankruptcy Court, Alexander Hamilton Customs House, Courtroom 617, One Bowling Green,

2 New York, New York (the Bankruptcy Court ) on July 22, 2010 at 10:00 a.m. (Eastern Time) (the Hearing ). PLEASE TAKE FURTHER NOTICE that the deadline to file any objections or responses to the Motion is July 16, 2010 at 4:00 p.m. (Eastern Time) (the Objection Deadline ). PLEASE TAKE FURTHER NOTICE that objections or responses, if any, to the Motion shall be in writing, shall conform to the Federal Rules of Bankruptcy Procedure and the Local Rules of the Bankruptcy Court for the Southern District of New York, shall set forth the name of the objecting party, the basis for the objection and the specific grounds thereof, shall be filed with the Bankruptcy Court electronically in accordance with General Order M-399 (which can be found at by registered users of the Bankruptcy Court s case filing system and by all other parties in interest, on a compact disk, preferably in Portable Document Format (PDF), WordPerfect, or any other Windows-based word processing format (with two hard copies delivered directly to the chambers of the Honorable Allan L. Gropper), and shall be served upon: (i) the chambers of the Honorable Allan L. Gropper, United States Bankruptcy Court for the Southern District of New York, One Bowling Green, Courtroom 617, New York, New York 10004; (ii) the Office of the United States Trustee for the Southern District of New York, 33 Whitehall Street, 21st Floor, New York, New York 10044, (Attn: Andrea B. Schwartz and Elisabetta G. Gasparini, Esqs.); (iii) Weil, Gotshal & Manges LLP, 767 Fifth Avenue, New York 10153, (Attn: Marcia L. Goldstein and Gary T. Holtzer, Esqs.) and Weil, Gotshal & Manges LLP, 700 Louisiana Street, Suite 1600, Houston, Texas 77002, (Attn: Sylvia A. Mayer, Esq.), attorneys for the Debtors; (iv) Kirkland & Ellis LLP, 300 North LaSalle, Chicago, Illinois 60654, (Attn: Anup Sathy, P.C.) co-attorneys for certain subsidiary debtor 2

3 entities; (v) Akin Gump Strauss Hauer & Feld LLP, One Bryant Park, New York, New York 10036, (Attn: Michael S. Stamer, Esq.) and 1333 New Hampshire Avenue, N.W., Washington, D.C , (Attn: James Savin, Esq.), attorneys for the official committee of unsecured creditors; (vi) Saul Ewing LLP, 500 E. Pratt St., Suite 800, Baltimore, MD 21202, (Attn: Joyce A. Kuhns, Esq.) and Saul Ewing LLP, 400 Madison Ave., Suite 12 B, New York, New York 10017, (Attn: John J. Jerome, Esq.), attorneys for the official committee of equity security holders; (vii) all parties who have requested notice in these chapter 11 cases, so as to be received no later than the Objection Deadline. PLEASE TAKE FURTHER NOTICE that if an objection to the Motion is not received by the Objection Deadline, the relief requested shall be deemed unopposed, and the Bankruptcy Court may enter an order granting the relief sought without a hearing. PLEASE TAKE FURTHER NOTICE that objecting parties are required to attend the Hearing, and failure to appear may result in relief being granted or denied upon default. Dated: June 29, 2010 New York, New York /s/ Stephen A. Youngman Marcia L. Goldstein Gary T. Holtzer Adam P. Strochak WEIL, GOTSHAL & MANGES LLP 767 Fifth Avenue New York, New York Telephone: (212) Facsimile: (212) and 3

4 Stephen A. Youngman (admitted pro hac vice) WEIL, GOTSHAL & MANGES LLP 200 Crescent Court, Suite 300 Dallas, Texas Telephone: (214) Facsimile: (214) and Melanie Gray (admitted pro hac vice) Sylvia A. Mayer (admitted pro hac vice) WEIL, GOTSHAL & MANGES LLP 700 Louisiana Street, Suite 1600 Houston, Texas Telephone: (713) Facsimile: (713) Attorneys for Debtors and Debtors in Possession and James H.M. Sprayregen, P.C Anup Sathy, P.C. (admitted pro hac vice) KIRKLAND & ELLIS LLP 300 North LaSalle Chicago, Illinois Telephone: (312) Facsimile: (312) Co-Attorneys for Certain Subsidiary Debtors and Debtors in Possession 4

5 WEIL, GOTSHAL & MANGES LLP 767 Fifth Avenue New York, New York Telephone: (212) Facsimile: (212) Marcia L. Goldstein Gary T. Holtzer Adam P. Strochak Stephen A. Youngman (admitted pro hac vice) Melanie Gray (admitted pro hac vice) Sylvia A. Mayer (admitted pro hac vice) Attorneys for Debtors and Debtors in Possession KIRKLAND & ELLIS LLP 300 North LaSalle Chicago, Illinois Telephone: (312) Facsimile: (312) James H.M. Sprayregen, P.C. Anup Sathy, P.C. (admitted pro hac vice) Co-Attorneys for Certain Subsidiary Debtors and Debtors in Possession UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK x : In re : Chapter 11 Case No. : GENERAL GROWTH : (ALG) PROPERTIES, INC., et al., : : (Jointly Administered) Debtors. : x DEBTORS MOTION PURSUANT TO SECTION 1121(d) OF THE BANKRUPTCY CODE REQUESTING A THIRD EXTENSION OF EXCLUSIVE PERIODS FOR FILING A CHAPTER 11 PLAN AND SOLICITING ACCEPTANCES THERETO TO THE HONORABLE ALLAN L. GROPPER, UNITED STATES BANKRUPTCY JUDGE: South Street Seaport Limited Partnership, its ultimate parent, General Growth Properties, Inc. ( GGP ), and their debtor affiliates, as debtors and debtors in possession (collectively, General Growth or the Debtors ), 1 submit this motion (the Motion ) and respectfully represent as follows: 1 A list of the Debtors originally included in these chapter 11 cases, along with the last four digits of each Debtor s federal tax identification number, is filed with the Court at Docket No. 593 and is also available for free online at Certain of these Debtors have emerged from

6 I. PRELIMINARY STATEMENT 1. General Growth expects to file its plan of reorganization and accompanying disclosure statement for its top-level entities ( TopCo ) 2 on or around July 9, 2010, substantially in accordance with the filing date that General Growth announced in March 2010 at the last exclusivity hearing. The filing of General Growth s plan and disclosure statement on or about July 9, 2010 will enable General Growth to maintain its announced schedule to emerge from chapter 11 with a disclosure statement approval hearing in August 2010 and confirmation hearing in October By filing its chapter 11 plan before the expiration of its exclusive period (the Plan Filing Period ), General Growth will extend its plan exclusivity through the period during which only General Growth may solicit a plan (the Plan Solicitation Period and, together with the Plan Filing Period, the Exclusive Periods ). Nonetheless, this request for an extension of both the Plan Filing Period and the Plan Solicitation Period is made in furtherance of maintaining General Growth s available options and flexibility for emergence from chapter In entering into certain investment agreements (the Investment Agreements ) with REP Investments LLC ( REP ), Fairholme Capital Management, LLC ( Fairholme ), and Pershing Square Capital Management, L.P. ( Pershing and, collectively with REP and Fairholme, the Investment Parties ) to facilitate the emergence process, General bankruptcy protection. Lists of these emerged Debtors are filed with the Court at Docket Nos. 4163, 4253, 4330, 4440, 4627, 4916, 5244, and 5299, and are also available for free online at 2 These top-level entities include GGP, GGP Limited Partnership, GGPLP LLC, The Rouse Company LP, and a number of parent holding companies. 2

7 Growth negotiated for, and received, maximum optionality to source supplemental or alternative financing and to continue to explore restructuring alternatives. General Growth has consequently been proceeding on pace with exploring the emergence options available to it, using both traditional chapter 11 financing options as well as public capital raise activities seldom, if ever, seen in a chapter 11 case. At the same time, General Growth is reviewing other value maximizing alternatives to obtain the full benefit of optionality and the essence of the bargain provided under the Investment Agreements. General Growth must also execute several complex and time-consuming restructuring steps premised in the Investment Agreements, which include the filing of certain registration statements with the Securities and Exchange Commission (the SEC ) and the creation of a new public company pursuant to a spinoff of certain of General Growth s assets, free of an environment of potential distractive alternative plan issues. 4. It is precisely for this reason that General Growth seeks a third extension of its Exclusive Periods. General Growth s Exclusive Periods expire on July 15, 2010 and September 15, 2010, respectively. The opportunity for General Growth to continue to explore alternatives to improve upon the terms of the Investment Agreements is fundamental to realizing the bargain for which General Growth negotiated when it agreed to issue warrants to certain of the Investment Parties. This benefit should be preserved to its fullest by keeping exclusivity and the focus on the value maximizing process in place without the distractions that might ensue if other competing processes are allowed to detract from this goal. 5. The Exclusive Periods remain integral to General Growth s value maximizing emergence strategy. General Growth has deliberately and carefully kept flexibility for its emergence process so it can ultimately obtain the highest and best value for its estates. 3

8 Continuation of both the Plan Filing Period and the Plan Solicitation Period furthers this goal while minimizing the potential for the distractions or unneeded litigation that might ensue if a party were to argue, for example, that exclusivity had lapsed by reason of General Growth having used its flexibility and opportunity to put forth a variation of its then-current plan to further maximize value. 6. General Growth seeks the opportunity to utilize the unparalleled flexibility in the Investment Agreements without the hardships and distractions that accompany the prospect of competing plans of reorganization. The Investment Agreements were carefully negotiated to provide General Growth with this opportunity, and to allow the Exclusive Periods to expire would damage General Growth s ability to fully reap the benefits it worked so diligently to obtain. 7. General Growth believes that cause exists to extend its Exclusive Periods due to the potential benefits of its value maximizing processes, which can only serve to enhance General Growth s imminent plan of reorganization. Rather than seeking to pressure its stakeholders, General Growth requests an extension of its Exclusive Periods to ensure that its processes yield the best possible plan of reorganization. The Investment Agreements currently provide the Debtors with enough capital to satisfy creditors allowed claims in full and to provide significant return to shareholders pursuant to a plan of reorganization; an extension of the Exclusive Periods will simply allow General Growth to explore further means to improve shareholder recoveries in a controlled way, and will not jeopardize creditor or shareholder positions under the plan presently contemplated. 8. General Growth has nearly completed the largest real estate chapter 11 case in United States history, and its restructuring efforts thus far have yielded unprecedented 4

9 returns for its stakeholders. In this Motion, General Growth seeks an extension of its Exclusive Periods that will enable it to conclude its comprehensive restructuring and confirm a potentially superior plan of reorganization, which may produce even greater returns for its shareholders. II. BACKGROUND 9. Commencing on April 16, 2009 (the Commencement Date ) and continuing thereafter, the Debtors each commenced a voluntary case under chapter 11 of title 11 of the United States Code (the Bankruptcy Code ). The Debtors chapter 11 cases have been consolidated for procedural purposes only and are being jointly administered pursuant to rule 1015(b) of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules ). The Debtors are authorized to continue to operate their businesses and manage their properties as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. 10. On April 24, 2009, the United States Trustee for the Southern District of New York (the U.S. Trustee ) appointed the official committee of unsecured creditors (the Creditors Committee ). 11. On July 28, 2009, the Court entered its Order Pursuant to Section 1121(d) of the Bankruptcy Code, Extending Exclusive Periods for the Filing of a Chapter 11 Plan and Solicitation of Acceptances Thereto, extending the Debtors Exclusive Periods to February 26, 2010 and April 23, 2010, respectively [Docket No. 1111]. 12. On September 8, 2009, as subsequently amended on September 21, 2009 and September 24, 2009, following the requests of certain equity holders, and pursuant to section 1102(a)(2) of the Bankruptcy Code, the U.S. Trustee appointed the official committee of equity security holders (the Equity Committee and, together with the Creditors Committee, the Committees ). 5

10 13. On March 2, 2010, the Debtors applied to the New York Stock Exchange (the NYSE ) for relisting, and GGP common stock resumed trading on the NYSE on March 5, The NYSE had previously delisted GGP common stock on May 21, As of March 26, 2010, there were 317,304,152 shares of GGP common stock outstanding. 14. On March 8, 2010, the Court entered its Order Pursuant to Section 1121(d) of the Bankruptcy Code Approving a Second Extension of Exclusive Periods for Filing a Chapter 11 Plan and Soliciting Acceptances Thereto, extending the Debtors Exclusive Periods to July 15, 2010 and September 15, 2010, respectively [Docket No. 4592]. 15. On March 31, 2010, the Debtors filed the Debtors Motion for Entry of an Order Pursuant to Sections 105(a) and 363 of the Bankruptcy Code (A) Approving Bidding Procedures, (B) Authorizing the Debtors to Enter into Certain Agreements, (c) Approving the Issuance of Warrants, and (D) Granting Related Relief [Docket No. 4874], which the Court approved by order on May 7, 2010 [Docket No. 5145]. 16. Additional information regarding the Debtors business, capital structure, and the circumstances leading to these chapter 11 cases is contained in the Declaration of Adam S. Metz [Docket No. 12] and the Declaration of James A. Mesterharm Pursuant to Local Bankruptcy Rule in Support of First Day Motions [Docket No. 13]. III. JURISDICTION 17. This Court has subject matter jurisdiction to consider and determine this matter pursuant to 28 U.S.C This is a core proceeding pursuant to 28 U.S.C. 157(b). Venue is proper before this Court pursuant to 28 U.S.C and

11 IV. RELIEF REQUESTED 18. The Debtors request that, pursuant to section 1121(d), the Court authorize an extension of their Exclusive Periods through and including October 18, 2010 and December 16, 2010, respectively. A proposed order is attached hereto as Exhibit A. A bridge order, extending the Debtors Exclusive Periods though and including seven (7) and 67 days following the date that an order on the Motion is entered, is attached hereto as Exhibit B. V. THE INVESTMENT AGREEMENTS AND CAPITAL RAISE PROCESS 19. During the period immediately following its second extension of the Exclusive Periods, General Growth engaged in an intense bidding process to procure a plan sponsorship or whole-company offer that would maximize the value of its estates. On May 3, 2010, after extensive arm s length negotiations and pursuant to its bidding procedures, General Growth executed the Investment Agreements with the Investment Parties, pursuant to which the Investment Parties committed to invest an aggregate of approximately $7 billion, including $500 million to backstop an equity raise transaction, to facilitate the recapitalization of General Growth and enable General Growth to emerge from bankruptcy on a standalone basis. On May 7, 2010, this Court approved General Growth s entry into the Investment Agreements and its agreement to issue warrants to certain of the Investment Parties. The Investment Agreements are designed to form the basis of General Growth s forthcoming plan of reorganization. 20. The unique circumstances of these chapter 11 cases enabled General Growth to secure a nine-month firm investment commitment on behalf of the Investment Parties while nonetheless affording General Growth paramount flexibility to source capital from alternative sources. Under the terms of the Investment Agreements, General Growth may 7

12 replace significant portions of the Investment Parties commitments without giving rise to termination of the Investment Agreements. For instance, General Growth may claw back up to $1.9 billion of the Fairholme and Pershing capital commitments with the proceeds of equity issuances at more advantageous pricing. The Investment Parties also agreed to fully backstop a $1.5 billion debt raise in addition to their capital commitments, further ensuring sufficient funding for General Growth to emerge from bankruptcy while fully satisfying allowed creditor claims. 21. Operating within the parameters of the Investment Agreements, and as stated by General Growth since publicizing its emergence strategy, General Growth is pursuing its process to raise other capital with the goal of complementing and potentially replacing certain portions of the Investment Parties capital commitments. This comprehensive process includes both private and public markets components, and General Growth also remains open to fullcompany bids from interested participants. 22. In the event that General Growth secures such willing investors, it may, depending upon the type of and results of such other potential investments, submit a new or amended plan of reorganization, which would incorporate such improved or additional capital commitments with the aim of further augmenting the already impressive returns for shareholders expected under the current plan process. VI. BASIS FOR RELIEF REQUESTED 23. Section 1121(b) of the Bankruptcy Code provides for an initial period of 120 days after the commencement of a chapter 11 case during which a debtor has the exclusive right to propose and file a chapter 11 plan. See 11 U.S.C. 1121(b). Section 1121(c)(3) of the Bankruptcy Code provides that, if a debtor files a plan within the 120-day Plan Filing Period, it 8

13 has a period of 180 days after the commencement of the case to obtain acceptance of such plan, during which time competing plans may not be filed. See id. at 1121(c)(3). Pursuant to section 1121(d) of the Bankruptcy Code, where the initial 120-day and 180-day Exclusive Periods provided for in the Bankruptcy Code prove to be an unrealistic time frame for proposal and solicitation of a plan, the Court may extend a debtor s Exclusive Periods for cause, up to a maximum of eighteen months and twenty months, respectively. See id. at 1121(d). 24. Although the Bankruptcy Code does not define the term cause, the legislative history indicates it is intended to be a flexible standard to balance the competing interests of a debtor and its creditors. See H.R. Rep. No , at (1978), reprinted in 1978 U.S.C.C.A.N. 5787, 6191 (noting that Congress intended to give bankruptcy courts flexibility to protect a debtor s interests by allowing unimpeded opportunity to negotiate settlement of debts without interference from other parties in interest). 25. In determining whether cause exists to extend the Exclusive Periods, a court may consider a variety of factors to assess the totality of circumstances in each case. See In re Adelphia Commc ns Corp., 352 B.R. 578, 587 (Bankr. S.D.N.Y. 2006) (stating that the decision to extend or terminate exclusivity for cause is within the discretion of the bankruptcy court, and is fact-specific); In re McLean Indus., Inc., 87 B.R. 830, 834 (Bankr. S.D.N.Y. 1987) (identifying the factors used by courts to determine whether cause exists to extend exclusivity); In re Dow Corning Corp., 208 B.R. 661, 664, 670 (Bankr. E.D. Mich 1997); In re Express One Int l, Inc., 194 B.R. 98, 100 (Bankr. E.D. Tex. 1996). Those factors include, without limitation: (a) the size and complexity of the debtor s case; (b) the fact that the debtor is paying its bills as they come due; (c) the existence of good-faith progress towards reorganization; (d) existence of an unresolved contingency; and 9

14 (e) a finding that the debtor is not seeking to extend exclusivity to pressure creditors to accede to [the debtor s] reorganization demands. See, e.g., Adelphia Commc ns Corp., 352 B.R. at 587 (noting that while the elements that constitute cause are not outlined in the Bankruptcy Code, case law has identified certain factors that normally are considered when determining whether cause exists to reduce or increase the Debtor's exclusivity period and citing, among others, those factors enumerated above); McLean Indus., 87 B.R. at 834 (citations omitted); accord In re Express One Int l, Inc., 194 B.R. at 100 (identifying four of the five above-quoted factors, among others, as relevant in determining whether cause exists to extend exclusivity); In re United Press Int l, Inc., 60 B.R. 265, 269 (Bankr. D.D.C. 1986) (holding that the debtor showed cause to extend its exclusivity period based upon certain of above-quoted factors). 26. The Exclusive Periods are intended to afford a debtor control of the process through which it proposes a plan and solicits acceptances of such plan without the deterioration and disruption that is likely to be caused by the filing of competing plans by nondebtor parties. To terminate the Exclusive Periods in these chapter 11 cases even as General Growth s strategically planned emergence path is nearly complete is to defeat the very purpose of section 1121 of the Bankruptcy Code. Courts in this district and others have, on numerous occasions, granted extensions of the exclusive periods in complex chapter 11 cases. See, e.g., In re Pilgrims Pride Corporation, et al., Case No (DML) (Bankr. N.D. Tex. Mar. 26, 2009) [Docket No. 3530]; In re Lehman Brothers Holdings Inc., et al., Case No (JMP) (Bankr. S.D.N.Y. Jan. 15, 2009) [Docket No. 4449]; In re Tronox Inc., et al., Case No (ALG) (Bankr. S.D.N.Y. May 6, 2009) [Docket No. 959]; In re SemCrude, L.P., et al., Case No (BLS) (Bankr. D. Del. Dec. 8, 2008) [Docket Nos and 5954]; In re Steve & Barry s Manhattan LLC, et al., Case No (ALG) (Bankr. S.D.N.Y. Oct. 16, 2008) 10

15 [Docket No. 1775]; In re Lexington Precision Corp., et al., Case No (MG) (Bankr. S.D.N.Y. Jul. 31, 2008) [Docket No. 289]; In re Frontier Airlines Holdings, Inc., Case No (RDD) (Bankr. S.D.N.Y. Apr. 10, 2008) [Docket No. 853]; In re Quebecor World (USA) Inc., Case No (JMP) (Bankr. S.D.N.Y. Jan 28, 2008) [Docket No. 1666]; In re Dana Corp., Case No (BRL) (Bankr. S.D.N.Y. Mar. 6, 2006) [Docket No. 4398]. 27. An application of the aforementioned standards to the facts of these chapter 11 cases demonstrates sufficient cause to grant General Growth s requested extension of the Exclusive Periods to preserve its control over the remainder of the reorganization process that it has run so successfully, and thereby to obtain maximum value for all stakeholders in these chapter 11 cases. VII. CAUSE EXISTS TO EXTEND THE DEBTORS EXCLUSIVE PERIODS 28. The unique circumstances of these chapter 11 cases may enable General Growth to source capital on more favorable terms than those contemplated by the Investment Agreements, which in turn may necessitate the filing of a new or amended plan of reorganization. Consequently, General Growth seeks an extension of its Exclusive Periods to ensure that, in the event a new or amended plan is necessary pursuant to developments in the alternative financing process, its strategic emergence process culminates without the undue disturbance of competing plans of reorganization. To allow the Exclusive Periods to expire prior to the conclusion of the capital raise process would effectively negate General Growth s extraordinary efforts in negotiating for, and utilizing, the flexibility under the Investment Agreements to secure superior returns for stakeholders. As enumerated below, General Growth has clearly established cause for its requested extension of the Exclusive Periods. 11

16 A: The Chapter 11 Cases are Large and Complex 29. The most common basis upon which courts grant an extension of the Exclusive Periods is the size and complexity of the chapter 11 case. See, e.g., Express One Int l, 194 B.R. at 100; In re Texaco Inc., 76 B.R. 322, 326 (Bankr. S.D.N.Y. 1987) (finding cause to extend exclusivity merely by sheer size of case); In re Manville Forest Prods. Corp., 31 B.R. 991, 995 (S.D.N.Y. 1983) ( [T]he sheer mass, weight, volume and complications of the Manville filings undoubtedly justify a shakedown period. ). Indeed, Congress expressly recognized that courts would need to extend the exclusive periods if a debtor s case is unusually large or complex. H.R. Rep. No , at 231, 232, 406 (1978), reprinted in 1978 U.S.C.C.A.N. 5787, 6191, 6362 ( [I]f an unusually large company were to seek reorganization under Chapter 11, the Court would probably need to extend the time in order to allow the debtor to reach an agreement. ). 30. It is beyond question that these chapter 11 cases, which represent the largest real estate filings in U.S. history, are both large and complex. These chapter 11 cases originally included 388 jointly administered Debtors. GGP, along with its approximately 750 wholly owned Debtor and non-debtor subsidiaries and affiliates (collectively, the GGP Group ), 3 comprise one of the largest shopping center real estate investment trusts in the United States, measured by the number of shopping centers they own and manage. Indeed, the GGP Group owns a portfolio of more than two-hundred regional shopping centers located in fortythree states. As such, the GGP Group constitutes the second largest owner of regional shopping centers in the United States. In addition to its core shopping center business, the GGP Group 3 GGP owns 96% of GGP LP, and outside parties hold the remaining 4%. Consequently, while the Debtors refer to subsidiaries owned directly or indirectly by GGP and GGP LP as wholly owned, a small percentage of GGP LP actually is held by outside parties. 12

17 also owns and develops large-scale, long-term master planned communities, office buildings and other mixed use commercial, retail and residential projects. The GGP Group employs approximately 3,200 people. As of March 31, 2010, the GGP Group as a whole reported approximately $27.9 billion in total assets and approximately $26.7 billion in total liabilities. For 2009, the GGP Group reported revenue of approximately $3.1 billion and net cash from operating activities of $871.3 million. 31. General Growth s chapter 11 cases remain large and complex. Pursuant to the Investment Agreements, General Growth will undertake several complex restructuring steps to spin off certain of its assets into a new public company. As part of this spinoff process, and pursuant to the Investment Agreements, General Growth will file registration statements with the SEC, execute several agreements essential to the new entity s formation and continued viability, and conduct a rights offering for the new entity s common stock. These intricate restructuring steps are crucial to ensure that the new entity is adequately funded and strategically positioned to develop and maximize the value of its assets to benefit its shareholders. B: General Growth is Paying its Bills as They Come Due 32. Courts considering an extension of exclusivity may also assess a debtor s liquidity and solvency. See In re Texaco Inc., 76 B.R. at 322. Here, General Growth is demonstrably solvent. Through prudent business decisions and cash management, General Growth has sufficient resources (approximately $573 million in cash and cash equivalents as of March 31, 2010) to meet all required postpetition payment obligations and has been doing so including, when appropriate, funding emergence costs for certain property-level Debtors. General Growth is managing its business effectively and preserving the value of its assets for the benefit of creditors and shareholders. 13

18 C: General Growth Has Made Good-Faith Progress Toward Reorganization 33. General Growth has unquestionably made extensive progress toward reorganization in all facets of these chapter 11 cases, and is now on the verge of exiting bankruptcy. To date, General Growth has successfully confirmed plans of reorganization for 262 property-level Debtor entities, restructuring approximately $ billion in secured mortgage debt. General Growth has also, following a highly-publicized series of negotiations with multiple interested parties, entered into the Investment Agreements with the Investment Parties, designed to form the basis of a viable plan that provides full satisfaction of creditors and significant returns for shareholders. 34. Further, General Growth has worked and continues to work diligently on a number of time-consuming tasks necessary to the administration of these chapter 11 cases, most notably the arduous task of analyzing the validity of outstanding scheduled and filed claims. Since this Court granted a second extension of General Growth s Exclusive Periods on March 8, 2010, General Growth has filed 23 omnibus claims objections and one omnibus schedule amendment motion, which resolved nearly 1,900 outstanding filed claims and 500 scheduled claims. General Growth has also consensually resolved nearly 1,500 claims. Hearings have been set to adjudicate approximately 350 additional claims via the omnibus claims objection process. General Growth has identified nearly 2,600 further claim objections, asserting total value of nearly $130 billion, and is in the process of preparing formal omnibus claim objections to these proofs of claim. There are approximately 3,400 remaining claims that require further review, and General Growth is evaluating these remaining filed claims to determine whether additional objections seeking the disallowance of certain claims should be filed, or whether 14

19 certain claims should be resolved in the ordinary course or in a judicial tribunal with appropriate jurisdiction. 35. Finally, General Growth has continued to restructure its property-level debt since obtaining a second extension of its Exclusive Periods. During such period, General Growth confirmed plans of reorganization for 43 property-level entities. General Growth has now substantially completed its property-level reorganization process. D: Unresolved Contingencies Exist 36. Courts have also recognized the need to resolve important contingencies, particularly business negotiations with third parties, as justification for extending the debtor s Exclusive Periods. See, e.g., Dow Corning, 208 B.R. at 666 ( In our view, generally, the type of unresolved contingency which would be relevant to a motion to extend or to terminate exclusivity is one which is external to the case itself. ). Such external unresolved contingencies remain under the Investment Agreements regarding third-party financing opportunities and the continuing prospect of a full-company offer. General Growth may, pursuant to its alternative capital raise, secure capital commitments on improved terms, but more time is needed to conclude the process. These unresolved contingencies, which once resolved will directly benefit General Growth s stakeholders, demonstrate sufficient cause to warrant an extension of General Growth s Exclusive Periods. E: General Growth Requires an Exclusivity Extension to Maximize Value and Is Not Pressuring Creditors to Submit to General Growth s Demands 37. General Growth seeks an extension of the Exclusive Periods to maintain control of the plan process through the conclusion of its alternative capital raise, rather than to pressure creditors to accede to General Growth s demands. The Committees consented to General Growth s entry into the Investment Agreements, and General Growth now seeks to 15

20 capitalize on the exceptional flexibility that the Investment Agreements provide. Simply put, General Growth requires additional time to see to fruition its comprehensive restructuring strategy, which will shortly yield a viable plan and which aims to further improve upon the terms of the forthcoming plan. An extension of exclusivity is necessary to enable General Growth to execute the endgame of its restructuring strategy and is not an excuse for General Growth to delay or unnecessarily extend the reorganization process. 38. General Growth has been diligent in its efforts to keep creditors and other parties in interest apprised and informed of all developments, and has regularly communicated with the Committees and the U.S. Trustee regarding significant aspects of these chapter 11 cases. General Growth has discussed with the Committees its intention to pursue the relief requested in this Motion, and the Equity Committee has indicated that it does not object to the request. 39. Affording General Growth a meaningful opportunity to complete its restructuring process through an extension of the Exclusive Periods will neither harm nor prejudice General Growth s creditors or other parties in interest. To the contrary, General Growth will only submit a new or amended plan of reorganization to the extent that it receives a superior proposal that offers greater value to its stakeholders. Unsecured creditors recoveries will not be adversely affected by General Growth s potential submission of a new or amended plan of reorganization during the extended Exclusive Periods because any alternative financing General Growth secures will be on more favorable terms than those embodied in its forthcoming plan, which itself will satisfy allowed claims in full. In the same vein, equity holders only stand to benefit from General Growth s continued sourcing of alternative capital, as any transaction that would form the basis of a new or amended plan of reorganization will necessarily increase shareholder recoveries. 16

21 40. Termination of the Exclusive Periods, on the other hand, may forfeit the benefits of flexibility under the Investment Agreements for which General Growth negotiated at arm s length and in good faith, and for which General Growth issued valuable consideration in the form of warrants to certain of the Investment Parties. If the Exclusive Periods expire before completion of the capital raise process, General Growth s ability to successfully submit or amend a plan of reorganization pursuant to the results of the capital raise may be jeopardized by the prospect of competing plans. Allowing exclusivity to expire during this crucial stage of General Growth s emergence process may thus stunt the extraordinary progress General Growth has made to date and unnecessarily distract General Growth from its primary goals of operating its large and complex business and ensuring maximum recovery for stakeholders in the emergence process. 41. General Growth, while prepared to submit a plan of reorganization in the near future, seeks to capitalize on its unique position under the Investment Agreements to further improve shareholder returns while preserving creditor recoveries. To allow General Growth s Exclusive Periods to expire prior to the conclusion of the alternative capital raise process would prematurely and needlessly foreclose on General Growth s opportunity to seek an even more favorable recapitalization. VIII. NOTICE 42. No trustee or examiner has been appointed in these chapter 11 cases. The Debtors have served notice of this Motion on: (i) the Office of the U.S. Trustee, Attn: Greg M. Zipes; (ii) attorneys for the Creditors Committee, Akin Gump Strauss Hauer & Feld LLP, Attn: Michael S. Stamer and James Savin; (iii) attorneys for the Equity Committee, Saul Ewing LLP, 17

22 Attn: John Jerome; and (iv) parties entitled to receive notice in these chapter 11 cases pursuant to Bankruptcy Rule The Debtors submit that no other or further notice need be provided. WHEREFORE the Debtors respectfully request that the Court grant the relief requested herein and such other and further relief as it deems just and proper. Dated: June 29, 2010 New York, New York /s/ Stephen A. Youngman Marcia L. Goldstein Gary T. Holtzer Adam P. Strochak WEIL, GOTSHAL & MANGES LLP 767 Fifth Avenue New York, New York Telephone: (212) Facsimile: (212) and Stephen A. Youngman (admitted pro hac vice) WEIL, GOTSHAL & MANGES LLP 200 Crescent Court, Suite 300 Dallas, Texas Telephone: (214) Facsimile: (214) and Melanie Gray (admitted pro hac vice) Sylvia A. Mayer (admitted pro hac vice) WEIL, GOTSHAL & MANGES LLP 700 Louisiana Street, Suite 1600 Houston, Texas Telephone: (713) Facsimile: (713) Attorneys for Debtors and Debtors in Possession and 18

23 James H.M. Sprayregen, P.C Anup Sathy, P.C. (admitted pro hac vice) KIRKLAND & ELLIS LLP 300 North LaSalle Chicago, Illinois Telephone: (312) Facsimile: (312) Co-Attorneys for Certain Subsidiary Debtors and Debtors in Possession 19

24 EXHIBIT A Proposed Order

25 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK x : In re : Chapter 11 Case No. : GENERAL GROWTH : (ALG) PROPERTIES, INC., et al., : : (Jointly Administered) Debtors. : x ORDER PURSUANT TO SECTION 1121(d) OF THE BANKRUPTCY CODE APPROVING A THIRD EXTENSION OF EXCLUSIVE PERIODS FOR FILING A CHAPTER 11 PLAN AND SOLICITING ACCEPTANCES THERETO Upon the motion, dated June 29, 2010 (the Motion ) 1 of South Street Seaport Limited Partnership, its ultimate parent, General Growth Properties, Inc. ( GGP ), and their debtor affiliates, as debtors and debtors in possession (collectively, General Growth or the Debtors ), pursuant to section 1121(d) of title 11 of the United States Code (the Bankruptcy Code ), requesting the extension of the period during which each of the Debtors has the exclusive right to file a chapter 11 plan to October 18, 2010 (the Exclusive Plan Filing Period ) and extension of the period during which each of the Debtors may solicit acceptances thereto to and December16, 2010 (the Exclusive Plan Solicitation Period and together with the Exclusive Plan Filing Period, the Exclusive Periods ), all as more fully described in the Motion; and the Court having jurisdiction to consider the Motion and grant the requested relief in accordance with 28 U.S.C. 157 and 1334 and the Standing Order M-61 Referring to Bankruptcy Judges for the Southern District of New York Any and All Proceedings Under Title 11, dated July 10, 1984 (Ward, Acting C.J.); and consideration of the Motion being a core 1 Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Motion.

26 proceeding pursuant to 28 U.S.C. 157(b); and venue being proper before this Court pursuant to 28 U.S.C and 1409; and the Debtors having provided notice of the Motion and Hearing (as defined below) to: (i) the Office of the United States Trustee for the Southern District of New York, Attn: Andrea B. Schwartz and Elisabetta G. Gasparini, Esqs.; (ii) attorneys for the Creditors Committee, Akin Gump Strauss Hauer & Feld LLP, Attn: Michael S. Stamer, Esq. and James Savin, Esq.; (iii) attorneys for the Equity Committee, Saul Ewing LLP, Attn: John J. Jerome, Esq. and Joyce A. Kuhns, Esq.; and (iv) parties entitled to receive notice in these chapter 11 cases pursuant to Bankruptcy Rule 2002; and the Court having held a hearing to consider the requested relief (the Hearing ); and the record of the Hearing, and all of the proceedings before the Court, the Court finds and determines that the requested relief is in the best interests of the Debtors, their estates, creditors, and all parties in interest; the Debtors have provided due and proper notice of the Motion and Hearing and no further notice is necessary; the legal and factual bases set forth in the Motion establish just and sufficient cause to grant the requested relief herein; and therefor, it is ORDERED that the Motion is granted to the extent set forth herein; and it is further ORDERED that, pursuant to section 1121(d) of the Bankruptcy Code, each Debtor s Exclusive Plan Filing Period is extended through and including October 18, 2010; and it is further ORDERED that, pursuant to section 1121(d) of the Bankruptcy Code, each Debtor s Exclusive Plan Solicitation Period is extended through and including December 16, 2010; and it is further 2

27 ORDERED that this Court shall retain jurisdiction to hear and determine all matters arising from or related to the implementation, interpretation and/or enforcement of this Order. Dated:, 2010 New York, New York THE HONORABLE ALLAN L. GROPPER UNITED STATES BANKRUPTCY JUDGE 3

28 EXHIBIT B Bridge Order

29 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK x : In re : Chapter 11 Case No. : GENERAL GROWTH : (ALG) PROPERTIES, INC., et al., : : (Jointly Administered) Debtors. : x BRIDGE ORDER WITH RESPECT TO DEBTORS MOTION PURSUANT TO SECTION 1121(d) OF THE BANKRUPTCY CODE REQUESTING A THIRD EXTENSION OF EXCLUSIVE PERIODS FOR FILING A CHAPTER 11 PLAN AND SOLICITING ACCEPTANCES THERETO Upon the motion, dated June 29, 2010 (the Motion ) of South Street Seaport Limited Partnership, its ultimate parent, General Growth Properties, Inc., and their debtor affiliates, as debtors and debtors in possession (collectively, General Growth or the Debtors ), pursuant to section 1121(d) of title 11 of the United States Code (the Bankruptcy Code ), requesting the extension of the period during which each of the Debtors has the exclusive right to file a chapter 11 plan to October 18, 2010 (the Exclusive Plan Filing Period ) and extension of the period during which each of the Debtors may solicit acceptances thereto to December 16, 2010 (the Exclusive Plan Solicitation Period and together with the Exclusive Plan Filing Period, the Exclusive Periods ), all as more fully described in the Motion; and the hearing on the Motion now scheduled for July 22, 2010 at 10:00 a.m. (prevailing Eastern Time), with any objections to the Motion required to be filed and served by July 16, 2010 at 4:00 p.m. (prevailing Eastern Time); and it appearing that this bridge order is necessary to prevent the Exclusive Periods from lapsing; and therefor, it is

30 ORDERED that the Exclusive Plan Filing Period for each Debtor is extended through and including seven (7) days following the date that an Order on the Motion is entered; and it is further ORDERED that the Exclusive Plan Solicitation Period for each Debtor is extended through and including 67 days following the date that an Order on the Motion is entered; and it is further ORDERED that the extension of the Exclusive Periods granted herein is without prejudice to the relief requested in the Motion, any objections to the relief requested in the Motion, or requests that may be made by the Debtors or any other party in interest pursuant to section 1121(d) of the Bankruptcy Code; and it is further ORDERED that this Court shall retain jurisdiction to hear and determine all matters arising from or related to the implementation, interpretation and/or enforcement of this Order. Dated:, 2010 New York, New York THE HONORABLE ALLAN L. GROPPER UNITED STATES BANKRUPTCY JUDGE 2