Effective 2011, GGP shareholders will have the option to elect to receive regular dividends in cash or shares pursuant to a dividend reinvestment program (“DRIP”). While no dividends have been declared, the company expects to pay a regular quarterly cash dividend estimated at approximately $0.10 per share ($0.40 cents annually) beginning in the first quarter of 2011.
GGP further announced it has received commitments from its major shareholders to participate in the DRIP. Certain sponsors of the company’s bankruptcy emergence plan (Brookfield Asset Management Inc., Fairholme Funds, Pershing Square and Blackstone) have all agreed to subscribe for shares under this program, subject to regulatory and other requirements, which will enable the company to pay a larger cash dividend to other shareholders while maintaining liquidity to support its operations.
In addition, a one-time dividend, in relation to the company’s 2010 annual income, which is required to be paid to maintain REIT status, is also anticipated to be paid during the first quarter, and prior to the first quarter’s expected regular dividend. This one-time dividend will be 90% in shares and 10% in cash and will not be subject to the DRIP.
Repayment of Obligations
The company also announced today it has made a final determination to pay the $220 million settlement owing to Hughes Heirs in cash. As previously announced by the company on September 20, 2010, the company had an option to pay this amount in cash or shares of the company’s common stock. Given a number of positive events that have occurred over recent months, and given the capital anticipated to be available to the company which was not foreseen when the emergence plan was first contemplated, the board has determined to pay the $220 million Hughes Heirs claim in cash. The company also intends to repay the $350 million Pershing Square note in cash, and to cancel its option to put 35 million shares to Pershing Square at $10.00 per share, upon closing of the company’s previously announced equity offering.
These two transactions will enable the company to avoid the issuance of upwards of 50 million common shares that otherwise might have been issued. These actions will reduce potential dilution by approximately 6%, enhancing shareholder value for all common shareholders, while leaving the company ample room to carry out its investment programs to re-energize GGP.
Sale of Gateway Overlook
As part of its continuing initiative to sell non-core assets, the Board of Directors has approved an agreement to sell the Gateway Overlook Shopping Center in Columbia, Maryland, for a gross sales price of $90,050,000. Upon closing, which remains subject to certain limited conditions, the company expects to reduce its debt by approximately $55,000,000 and generate excess proceeds of approximately $35,000,000.
Bruce Flatt, chairman of GGP commented, “Our goal is for GGP to run the number one retail shopping center business in America, and ensure we make prudent capital decisions to drive shareholder value. We are fortunate the cash position in GGP exceeds that which was expected several months ago, enabling the company to take advantage of this one-time opportunity pursuant to its pre-emergence investment agreements to retire these obligations without having to issue shares at prices well below current market value. We are also pleased to return to paying substantial cash dividends more quickly than had previously been planned, achieving an important milestone for the new GGP.”
The Company currently has ownership interest in more than 180 regional shopping malls in 43 states. The Company’s portfolio totals approximately 200 million square feet of retail space and includes more than 24,000 retail stores nationwide. The Company’s common stock is currently traded on the New York Stock Exchange under the symbol GGP.
FORWARD LOOKING STATEMENTS
This press release contains forward-looking statements. Actual results may differ materially from the results suggested by these forward-looking statements, for a number of reasons, including, but not limited to, our ability to emerge from bankruptcy pursuant to our approved plan of reorganization, our ability to refinance, extend, restructure or repay our short and intermediate term debt, our substantial level of indebtedness, our ability to raise capital through equity issuances, asset sales or the incurrence of new debt, retail and credit market conditions, impairments, our liquidity demands and retail and economic conditions. Readers are referred to the documents filed by General Growth Properties, Inc. with the Securities and Exchange Commission, which further identify the important risk factors which could cause actual results to differ materially from the forward-looking statements in this release. The Company disclaims any obligation to update any forward-looking statements.