Docket #3961 Date Filed: 12/16/2009
WEIL, GOTSHAL & MANGES LLP
KIRKLAND & ELLIS LLP
767 Fifth Avenue New York, New York 10153 Telephone: (212) 310-8000 Facsimile: (212) 310-8007
300 North LaSalle Chicago, Illinois 60654 Telephone: (312) 862-2000 Facsimile: (312) 862-2200
Marcia L. Goldstein Gary T. Holtzer Adam P. Strochak Stephen A. Youngman (admitted pro hac vice) Sylvia A. Mayer (admitted pro hac vice)
James H.M. Sprayregen, P.C. Anup Sathy, P.C. (admitted pro hac vice)
Attorneys for Debtors and Debtors in Possession
Co-Attorneys for Certain Subsidiary Debtors and Debtors in Possession
UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK ---------------------------------------------------------------x : In re : Chapter 11 : GENERAL GROWTH : PROPERTIES, INC., et al., : Case No. 09-11977 (ALG) : Debtors. : Jointly Administered : ---------------------------------------------------------------x NOTICE OF FILING SUPPLEMENT TO DISCLOSURE STATEMENT FOR PLAN DEBTORS’ JOINT PLAN OF REORGANIZATION SOLELY WITH RESPECT TO CERTAIN DEBTORS UNDER CHAPTER 11 OF THE BANKRUPTCY CODE PLEASE TAKE NOTICE that the documents attached hereto (the “Second Group of Debtors’ Disclosure Statement Supplement”) account for the addition of Fox River Shopping Center, LLC and apply solely to the certain entities identified on the exhibit attached hereto as Exhibit A (collectively, for purposes of this notice, the “Plan Debtors”). The Confirmation Order DS (as hereinafter defined) is only supplemented or modified as provided herein. The Second Group of Debtors’ Disclosure Statement Supplement supplements and replaces certain portions of the Disclosure Statement for Plan Debtors’ Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code, filed on December 15, 2009 as Exhibit C to the Findings of Fact, Conclusions of Law, and Order Confirming the Plan Debtors’ Joint Plan of US_ACTIVE:\43255636\07\47658.0008
¨0¤{3m),0 ? « 0911977091216000000000031
Reorganization under Chapter 11 of the Bankruptcy Code [Docket No. 3915] (“Confirmation Order DS,” and together with the Second Group of Debtors’ Disclosure Statement Supplement, the “Disclosure Statement”).1 For purposes of entry of a final order approving the adequacy of the Disclosure Statement, the Disclosure Statement shall be deemed (i) to include the Second Group of Debtors’ Disclosure Statement Supplement with respect solely to the Plan Debtors, and (ii) amended as provided in the Second Group of Debtors’ Disclosure Statement Supplement with respect solely to the Plan Debtors. The Plan Debtors, subject to the terms of the Disclosure Statement, reserve the right to alter, amend, modify or supplement the Second Group of Debtors’ Disclosure Statement Supplement. PLEASE TAKE FURTHER NOTICE that the Second Group of Debtors’ Disclosure Statement Supplement may be viewed for free at the at the website of the Plan Debtors’ voting and claims agent, Kurtzman Carson Consultants, LLC (“KCC”) at http://www.kccllc.net/GeneralGrowth or for a fee on the Court’s website at www.nysb.uscourts.gov. To access documents on the Bankruptcy Court’s website, you will need a PACER password and login, which can be obtained at http://www.pacer.psc.uscourts.gov. To obtain hard copies of the Second Group of Debtors’ Disclosure Statement Supplement, please contact KCC at (888) 830-4665 or by email at
[email protected]. PLEASE TAKE FURTHER NOTICE that a hearing to consider final approval of the Disclosure Statement (the “Disclosure Statement Hearing”) shall be held on December 18, 2009 at 10:00 a.m. (prevailing Eastern Time) before the Honorable Allan L. Gropper, United States Bankruptcy Judge, in Room 617 of the United States Bankruptcy Court for the Southern District of New York, One Bowling Green, New York, New York 10004. The Disclosure Statement Hearing may be continued from time to time without further notice other than the announcement by the Plan Debtors in open court of the adjourned date(s) at the Disclosure Statement Hearing or any continued hearing. On December 1, 2009 an order was entered granting, among other things, preliminary approval of the Disclosure Statement.
1 Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Disclosure Statement.
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2
Dated: New York, New York December 16, 2009 /s/ Gary T. Holtzer Marcia L. Goldstein Gary T. Holtzer Adam P. Strochak WEIL, GOTSHAL & MANGES LLP 767 Fifth Avenue New York, New York 10153 Telephone: (212) 310-8000 Facsimile: (212) 310-8007 and Stephen A. Youngman (admitted pro hac vice) WEIL, GOTSHAL & MANGES LLP 200 Crescent Court, Suite 300 Dallas, Texas 75201 Telephone: (214) 746-7700 Facsimile: (214) 746-7777 and
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3
Sylvia A. Mayer (admitted pro hac vice) Melanie Gray, (admitted pro hac vice) WEIL, GOTSHAL & MANGES LLP 700 Louisiana Street, Suite 1600 Houston, Texas 77002 Telephone: (713) 546-5000 Facsimile: (713) 224-9511 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 60654 Telephone: (312) 862-2000 Facsimile: (312) 862-2200 Co-Attorneys for Certain Subsidiary Debtors and Debtors in Possession
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4
Exhibit A
Adjourned Plan Debtor Burlington Town Center II LLC Chico Mall, L.P. Chico Mall L.L.C. Fox River Shopping Center, LLC Baltimore Center Associates Limited Partnership Baltimore Center Garage Limited Partnership Baltimore Center, LLC GGP‐Mall of Louisiana II, L.P. GGP‐Mall of Louisiana, Inc. GGP‐Mall of Louisiana, L.P. Mall of Louisiana Holding, Inc. Lancaster Trust Parcit‐IIP Lancaster Venture Parcity L.L.C.
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Case No. 09‐12477 (ALG) 09‐11988 (ALG) 09‐12084 (ALG)
LID 30
Project Burlington Town Center
681
Chico Mall
680
09‐12113 (ALG)
519
09‐12006 (ALG)
154
Chico Mall Fox River Shopping Center Gallery at Harborplace
09‐12007 (ALG)
160
Gallery at Harborplace
09‐12063 (ALG) 09‐12482 (ALG) 09‐12478 (ALG) 09‐12018 (ALG) 09‐12191 (ALG) 09‐12473 (ALG) 09‐12486 (ALG) 09‐12487 (ALG)
153
Gallery at Harborplace
658
Mall of Louisiana
656
Mall of Louisiana
657
Mall of Louisiana
659
Mall of Louisiana
24
Park City Center
23
Park City Center
748
Park City Center
Parcity Trust Park City Holding, Inc. PC Lancaster L.L.C. PC Lancaster Trust Providence Place Holdings, LLC Rouse Providence LLC Stonestown Shopping Center, L.P.
09‐12488 (ALG) 09‐12489 (ALG) 09‐12490 (ALG) 09‐12491 (ALG) 09‐12233 (ALG) 09‐12252 (ALG) 09‐12283 (ALG)
22
Park City Center
747
Park City Center
749
Park City Center
21
Park City Center
248
Providence Place
247
Providence Place
714
Stonestown Shopping Center Stonestown Shopping Center
09‐12479 (ALG)
712
09‐12282 (ALG)
713
Ward Plaza‐Warehouse, LLC
09‐12313 (ALG)
719
The Woodlands Mall Associates, LLC
09‐12323 (ALG) 09‐12186 (ALG)
504
Stonestown Shopping Center Holding L.L.C. Stonestown Shopping Center L.L.C.
Land Trust No. FHB‐TRES 200601
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6
809
Stonestown Shopping Center Victoria Ward Warehouse / Plaza Woodlands Mall
Victoria Ward Warehouse / Plaza
UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK ---------------------------------------------------------------x : In re : Chapter 11 : GENERAL GROWTH : PROPERTIES, INC., et al., : Case No. 09-11977 (ALG) : Debtors. : Jointly Administered : ---------------------------------------------------------------x SUPPLEMENT TO DISCLOSURE STATEMENT FOR PLAN DEBTORS’ JOINT PLAN OF REORGANIZATION SOLELY WITH RESPECT TO CERTAIN DEBTORS UNDER CHAPTER 11 OF THE BANKRUPTCY CODE
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INDEX OF SECOND GROUP DEBTORS DISCLOSURE STATEMENT SUPPLEMENT MATERIALS Capitalized terms used throughout this Second Group of Debtors’ Disclosure Statement Supplement are defined in Appendix A -- “Material Defined Terms for Plan Debtors’ Disclosure Statement” as attached to the Disclosure Statement, and as supplemented or amended. DOCUMENT DESCRIPTION
EXPLANATION
Supplement to Disclosure Statement Section XIV, “Conclusion and Recommendations”
Contains signature blocks for the Plan Debtor identified in the supplement to Appendix C to the Disclosure Statement, attached hereto.
Replacement Exhibit 3 – “Financial Projections” to the Disclosure Statement
Refer to the note added to the financial projections indicating that the addition of Fox River Shopping Center, LLC has an immaterial impact on the aggregate numbers and, thus, the numbers have not been revised.
Supplement to Appendix A – “Material Defined Terms for Plan Debtors’ Disclosure Statement” to the Disclosure Statement
Contains an additional defined term.
Supplement to Appendix C – “List of Plan Debtors & Corporate Secured Debt Claims and Non-Corporate Secured Debt Claims” to the Disclosure Statement
Contains a list identifying Fox River Shopping Center, LLC, the additional Plan Debtor.
Replacement Appendix D – “Coded Organization Chart” to the Disclosure Statement
Amended to account for the addition of Fox River Shopping Center, LLC, an additional Plan Debtor, identified in the supplement to Appendix C to the Disclosure Statement, attached hereto.
Supplement to Appendix E – “Corporate Reorganization Process” to the Disclosure Statement
Contains supplemental pages to reflect the Fox River Mall corporate restructuring process.
Note with respect to Supplement to Disclosure Statement Section VI, “Plan Description”
Certain modifications to the form of Plan were made in conjunction with the Confirmation Hearing on December 15, 2009 with respect to other Debtors. Those modifications are not reflected in the Disclosure Statement. Please refer to the Plan, which can be found as Exhibit B to the Findings of Fact, Conclusions
DOCUMENT DESCRIPTION
EXPLANATION of Law, and Order Confirming the Plan Debtors’ Joint Plan of Reorganization under Chapter 11 of the Bankruptcy Code [Docket No. 3915].
Supplement to Disclosure Statement Section XIV, “Conclusion and Recommendations” FOX RIVER SHOPPING CENTER, LLC By: /S/ Linda J. Wight, Vice President
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Exhibit 3 – Financial Projections Capitalized terms used in this Exhibit 3 are defined in Appendix A to the Disclosure Statement, as supplemented or amended. For the purpose of demonstrating that the Plan satisfies the feasibility standard described in Section VIII.A.3 of the Disclosure Statement, the Plan Debtors provide the attached consolidated cash flow analysis and the following narrative description. The Plan Debtors estimate that the Emergence Costs are approximately $428 million. Of this amount, $319.8 million is associated with the mortgage and mezzanine debt restructuring, including extension fees, servicer fees and expenses, catchup amortization payments, accrued interest, the funding of certain escrows and other expenses. A further $108.2 million is associated with distributions related to prepetition claims against the Plan Debtors. The Plan Debtors are expected to fund these restructuring costs and Plan distributions predominately from funds generated by the Plan Debtors since the onset of their Chapter 11 Cases, with additional support from excess liquidity of GGP LP. These amounts are the best available estimates as of the date of this Disclosure Statement supplement and are subject to change based on the final number of Plan Debtors included or excluded from the Plan and other factors. As described in Section II.B of the Disclosure Statement, the Plan Debtors engaged in lengthy negotiations with the Secured Debt Holders. In connection with those negotiations, in August 2009 the Plan Debtors completed the preparation of long-term project-level financial projections and provided those projections to the Secured Debt Holders and other key constituencies in the Chapter 11 Cases, including the professionals for the Creditors’ Committee and the Equity Committee. The project-level projections completed in August 2009 show that the Plan Debtors will have cash flow well in excess of the amounts necessary to satisfy their principal and interest payments under the restructured secured loans and all other cash needs through 2014. The Plan Debtors’ cash flow in 2010 is estimated to be approximately $47.4 million less than their cash needs, due primarily to the $150 million pay-down of the secured debt on the Ala Moana property as negotiated as part of the restructuring of that entity’s property level secured loan. GGP expects to fund this shortfall out of excess liquidity of GGP LP. The Ala Moana pay-down also can be deferred beyond 2010. The consolidated cash forecast attached shows that GGP has sufficient cash to fund the Emergence Costs of the Plan Debtors as well as the estimated $47.4 million shortfall in 2010. On a pro forma basis including all estimated Emergence Costs and other payments required by the Plan, GGP projects it will have $178.9 million in cash available at the end of 2010. The Plan Debtors do not, as a matter of course, publish business plans, strategies, projections, anticipated financial positions, or the results of operations. Accordingly, the Plan Debtors do not anticipate that they will, and disclaim any
obligation to, furnish updated projections or cash flow forecasts, to holders of Claims or Interests in the Plan Debtors after the Confirmation Date, or to include such information in documents required to be filed with the SEC (if any) or otherwise make such information public. The Plan Debtors do, however, continue to update their projections to reflect actual results, business developments, changes in assumptions, and refinements to projection methodologies; future projections are likely to differ from those set forth herein. GGP anticipates incorporating such future financial projections in information that is delivered to certain constituencies for purposes of the remaining Chapter 11 Cases. Creditors should not rely on the projections or cash flow forecast as a representation or guarantee of future performance; they are an estimate done as of August 2009 for purposes of demonstrating feasibility of the Plan and actual results could vary significantly. The projections and cash flow forecast have not been prepared on the basis of Generally Accepted Accounting Principles, the rules of the SEC, or the American Institute of Certified Public Accountants. The projections and cash flow forecast have not been audited or reviewed by independent public accountants.
2
General Growth Properties, Inc. Cash Forecast 1
Exhibit 3
($ in Millions) Transaction Dec-09
Forecast Jan-10
Forecast Feb-10
Consolidated Cash Flow Before Debt Service and Plan Related Distributions Debt Service Restructuring & Settlement Related Distributions Pre Petition Amounts Consolidated Cash Flow
(319.8) (108.2) (428.0)
$68.2 (91.4) (23.2)
$109.8 (91.4) 18.4
Beginning Consolidated Cash Consolidated Cash Flow Ending Consolidated Cash
745.2 (428.0) $317.2
317.2 (23.2) $294.0
294.0 18.4 $312.4
1
Forecast Mar-10 $97.5 (90.9) 6.6 312.4 6.6 $319.0
Forecast Apr-10
Forecast May-10
Forecast Jun-10
$100.2 (91.9) 8.2
$90.9 (91.8) (1.0)
$89.2 (92.4) (3.1)
319.0 8.2 $327.2
327.2 (1.0) $326.3
326.3 (3.1) $323.1
Forecast Jul-10 $99.6 (93.4) 6.2 323.1 6.2 $329.4
Forecast Aug-10 $99.6 (92.9) 6.7 329.4 6.7 $336.1
Forecast Sep-10 $91.4 (93.2) (1.7) 336.1 (1.7) $334.4
Forecast Oct-10 $95.3 (93.2) 2.1 334.4 2.1 $336.5
Forecast Nov-10
Forecast Dec-10
$105.1 (93.7) 11.5
$107.0 (93.7) (182.5) (169.1)
336.5 11.5 $348.0
348.0 (169.1) $178.9
Jan - Dec 2010 $1,154.0 (1,109.8) (182.5) (138.3)
It should be noted that these projections were prepared prior to the inclusion of Fox River Shopping Center, LLC in the Plan However, the addition of Fox River Shopping Center, LLC, as well as a minor change to the interest rate for another property, have an immaterial impact on the aggregate numbers and, thus, the numbers have not been revised. If incorporated, the emergence costs would increase by approximately $3.4 million and the cash flow difference would be approximately $2.4 million over the twelve month time period. 3
Supplement to Appendix A – “Material Defined Terms for Plan Debtors’ Disclosure Statement” Second Group of Debtors’ Disclosure Statement Supplement means this Notice of Filing of Supplement to Disclosure Statement for Second Group of Plan Debtors’ Joint Plan of Reorganization under Chapter 11 of the Bankruptcy Code, filed on December 16, 2009.
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Supplement to Appendix C – “List of Plan Debtors & Corporate Secured Debt Claims and Non-Corporate Secured Debt Claims” The list of additional Plan Debtors is repeated twice in this supplement to Appendix C, sorted first in ascending alphabetical order of the names of the properties the additional Plan Debtors are each respectively associated with, and second in ascending alphabetical order of the legal entity names of the additional Plan Debtors. A “LID” designation, also provided, is used for purposes of identifying the additional Plan Debtor entities. Pursuant to Section XIII.B of the Disclosure Statement, this supplement to Appendix C also identifies those additional Plan Debtors’ Secured Debt Claims which the Plan Debtors believe should be treated as Corporate Secured Debt Claims and those additional Plan Debtors’ Secured Debt Claims which the Plan Debtors believe should be treated as Non-Corporate Secured Debt Claims. Capitalized terms used in this supplement to Appendix C are defined in Appendix A to the Disclosure Statement, as supplemented or amended.
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Appendix C – List of Plan Debtors (Sorted by Property)
LID 519
Debtor Name Fox River Shopping Center, LLC
Property Name Fox River
1
Type of Secured Debt Claim1 NCSD
CSD indicates the entity has a Corporate Secured Debt Claim, and NCSD indicates the entity has a NonCorporate Secured Debt Claim. These designations are referred to in Section XIII of the Disclosure Statement, which describes certain tax consequences of the Plan.
C-1
Appendix C – List of Plan Debtors (Sorted by Debtor)
LID 519
Debtor Name Fox River Shopping Center, LLC
Property Name Fox River
2
Type of Secured Debt Claim2 NCSD
CSD indicates the entity has a Corporate Secured Debt Claim, and NCSD indicates the entity has a NonCorporate Secured Debt Claim. These designations are referred to in Section XIII of the Disclosure Statement, which describes certain tax consequences of the Plan.
C-2
Replacement Appendix D – Coded Organization Chart Pursuant to Section IV.B of the Disclosure Statement, this Appendix D depicts the current organizational structure of the GGP Group, as well as certain joint ventures in which the GGP Group holds ownership interests. The chart is coded to reflect pertinent information about each legal entity, including: (i) the entity’s status as a Debtor or non-Debtor; (ii) whether the entity is a primary obligor pursuant to any Secured Debt Claims or certain other Secured Claims; and (iii) the grouping of each Debtor entity into one of four “tracks,” reflecting the currently projected sequence of emergence from bankruptcy protection of each Debtor.1 Capitalized terms used in this Appendix D are defined in Appendix A to the Disclosure Statement, as supplemented or amended.
1
The grouping of the various Debtors into respective “tracks” is subject to change.
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*Entities with bold borders are Debtors filed on April 16, 2009 Entities with dotted borders are Debtors filed on April 23, 2009
General Growth Properties, Inc.
Bucksbaum Family Interests and Others
B+G – 2006 Credit Facility (u) G – 2008 Credit Facility (s)
~4% LP
New York State Common Retirement Fund
~96% GP
GGP Limited Partnership
99.80%
B+G – 2006 Credit Facility (u) 2 G – 2008 Credit Facility (s)
100%
100% 90.70% Managing Member
Rouse LLC G – 2006 Credit Facility (u) 1% GP
100%
99% LP
The Rouse Company LP 118 Preferred Stockholders
B - Rouse Notes (u) See Chart K, N-1
6.8% LP
100%
United Health
100%
TRC Co-Issuer, Inc.
See Chart A
115 Preferred Stockholders
100%
0.99999% GP
GGP Holding, Inc. (Private REIT)
Summerlin Hospital Medical Center, L.P.
99.00001% LP
120 Preferred Stockholders Remaining Interests held through GGP Holding II, Inc.
See Charts P1, P2, P3, P4, P5, P6 100%
See Charts N1-N3 100%
Summerlin Corporation (TRS)
50%
50%
51%
B
= Borrower
B – 2006 Credit Facility (u) G – 2008 Credit Facility (s)
See Chart C
See Chart C
G
= Guarantor
PLD
= Unsecured Debt
(QRS) Entities
(s)
= Secured Debt
See Charts L-1 and L-2
MB
=
Mezzanine Borrower
=
Track 1 Debtor 1
=
Track 2 Debtor 1
=
Track 3 Debtor 1
=
Track 4 Debtor 1
100%
GGPLP L.L.C. & GGPI Entities
119 Preferred Stockholders
43.2941%
See Chart L-2 General Growth Management, Inc. (TRS)
56.7059%
0.20%
= Project Level Debt (secured)
(u)
THCHRE, LLC Hex Holding, LLC
= Third-party
GGP Ivanhoe, Inc. (REIT) Entities
100% 100%
49%
GGP-TRS L.L.C. Entities
See Chart M
Rouse-Fairwood Development Corporation (TRS 5)
See Charts E & F
HRD Remainder, Inc. The Howard Hughes Corporation (TRS)
Princeton Land East, LLC
See Charts D & E
GGPLP L.L.C.
100%
100%
GGP/Homart II L.L.C. Entities
Teachers’ Retirement System of the State of Illinois
Outside Preferred Interests (DA Retail Investments, LLC)
9.3%
The Hughes Corporation (TRS 2)
GGP/Homart, Inc. Entities
Ivanhoe Equities V LP
99.9953082% common stock + 480 preferred shares
GGP Holding II, Inc. (Private REIT)
50%
50%
118 Preferred Stockholders
TRS JV HoldCo, LLC
See Chart K
The Rouse Company Operating Partnership LP 100%
See Chart B
.0046918% Common Stock
B-Rouse Notes (u) 93.2% GP%
The Rouse Company BT, LLC
GGPI & GGPLP Entities
GGPLP Entities
See Chart I
120 Preferred Stockholders Victoria Ward, Limited
GGPLP L.L.C. Entities
GGP Acquisition, L.L.C. Entities
See Chart G
See Chart H
See Charts J-1, J-2
1
100%
=
Wholly Owned Non-Debtor
=
Joint Venture Non-Debtor
Debtor Track information is subject to change.
Hexalon Real Estate, Inc. (REIT) 2 The 2006 Credit Facility is secured by equity pledges given by (i) Caledonian Holding Company and GGP American Properties, Inc. of their respective membership interests in GGPLP L.L.C., (ii) GGP Limited Partnership, of its respective (a) membership interests in both GGPLP L.L.C. and Rouse LLC, and (b) partnership interest in The Rouse Company LP, and (iii) Rouse LLC, of its respective partnership interest in The Rouse Company LP.
D-1
Chart A
*Entities with bold borders are Debtors filed on April 16, 2009 Entities with dotted borders are Debtors filed on April 23, 2009
GGP Limited Partnership B+G – 2006 Credit Facility (u) G – 2008 Credit Facility (s)
100%
GGP 125, LLC
100%
100%
GGP Capital Trust I
Champaign Market Place L.L.C. B-PLD
100%
Colony Square Mall L.L.C. B-2008 Credit Facility (s)
100%
Columbia Mall L.L.C. B-PLD
100%
100%
GGP Development, LLC
100%
Fox River Shopping Center, LLC
Fallbrook Square Partners L.L.C.
100%
Rio West L.L.C.
B-PLD
100%
100%
100%
Vista Ridge Mall, LLC
Town East Mall, LLC
River Hills Mall, LLC
B-PLD
B-PLD
B-PLD
100%
River Hills Land, LLC
100%
100%
Sooner Fashion Mall L.L.C.
Southlake Mall L.L.C.
B-PLD
B-PLD
100%
GGP-Four Seasons L.L.C B-PLD.
100%
Westwood Mall LLC B – 2008 Credit Facility (s)
100%
GGP 168th Street, LLC
100%
St. Cloud Land L.L.C.
100%
St. Cloud Mall Holding L.L.C. B-PLD
100% 0.01% GP
99.999% LP
St. Cloud Mall L.L.C.
Fallbrook Square Partners Limited Partnership
B-PLD
B-PLD
100%
GGP-Tucson Mall L.L.C. B-PLD
100%
Tucson Anchor Acquisition, LLC
100%
100%
GGP-Tucson Land L.L.C.
100%
GGP-Foothills L.L.C. AllenTowne Mall, LLC
100%
GGP Ventures Brazil Holding L.L.C. 100%
100%
GGP Turkey Investco, LLC GGP Brazil I L.L.C.
100%
GGP Brazil II L.L.C.
B – 2008 Credit Facility (s)
100%
50%
100%
Cannery Lincolnshire Chicago, LLC Commons, LLC GGP Echelon Place, LLC B-PLD
100%
GGP Ventures Costa Rica, L.L.C.
100%
100%
Genesis Development Company 50%
GGP Genesis Costa Rica, LLC
GGP Macon, LLC 50%
100%
Fallen Timbers Shops II, LLC
100%
100%
Fallen Timbers Shops, LLC B – 2008 Credit Facility (s)
100%
100%
Phase II Mall Subsidiary, LLC B-PLD
100%
100%
Lakeland Square Mall, LLC
B-PLD
100%
100%
Gateway Overlook Business Trust
100%
Shoppes at River Crossing, LLC
100%
Boise Town Square Anchor Acquisition, LLC
Parke West, LLC
Newgate Mall Land Acquisition, LLC
GGPNewgate Mall, LLC
West Oaks Mall Trust
B-PLD
B-PLD
West Oaks Anchor Acquisition, LLC
Gateway Overlook Borrower, LLC
100%
GGP Jordan Creek L.L.C. B-PLD
100%
100%
100%
GGP Village at Jordan Creek L.L.C.
Natick Retail, LLC
100%
Coral Ridge Mall, LLC B-PLD
100%
GGP International, LLC
100%
GGPRogers Retail L.L.C.
Wilson Galleria, LLC
Hoover JV Holdco, LLC
Wilson Macon 50%
100%
50%
Hunt Schwyhart Graham VI, LLC
50%
50%
Hoover Mall Holding, L.L.C.
50%
Rogers Retail L.L.C.
B-PLD 100%
Riverchase Anchor Acquisition, LLC
100%
Hoover Mall Limited, L.L.C.
100%
Pinnacle South, LLC
100%
Pinnacle Hills, LLC
D-2
Chart B
*Entities with bold borders are Debtors filed on April 16, 2009 Entities with dotted borders are Debtors filed on April 23, 2009
General Growth Properties, Inc. B+G – 2006 Credit Facility (u) G – 2008 Credit Facility (s)
GGP Limited Partnership B+G – 2006 Credit Facility (u) G – 2008 Credit Facility (s)
100%
100%
Oklahoma Mall Inc.
100%
GGP 110 Holding L.L.C.
GGP 110, Inc.
100%
100%
General Growth – Westlake (GP), Inc.
General Growth 170 (GP), LLC
100%
100%
100%
Mall St. Vincent, Inc.
Greenwood Mall, Inc. MSAB Holdings, Inc.
99%
1%
99.999% LP
.001% GP
1% GP
99.999% LP
99% LP
Oklahoma Mall L.L.C. 99.5%
Riley Inc. d/b/a/ Riley Omega, Inc. 1%
JCP Realty, Inc.
50%
General Growth – Westlake, L.P.
.5%
.001% GP
99.5%
.5%
Mall St. Vincent, L.P.
Greenwood Mall L.L.C.
B-PLD
B-PLD
General Growth 170, LP
GGP 110 L.L.C.
99.999%
.001%
MSAB Holdings L.L.C.
49%
Development Resources Wacker, L.L.C.
Dayjay Associates
100%
AIL Investment L.P.
99%
1%
Greenwood Mall Land, LLC
100%
GG DR, L.L.C.
50% GP
50% LP
50% LP
50% GP
Quail Springs Mall, LLC Westlake Retail Associates, Ltd.
170 Retail Associates, Ltd.
D-3
Chart C
*Entities with bold borders are Debtors filed on April 16, 2009 Entities with dotted borders are Debtors filed on April 23, 2009
GGP Limited Partnership B+G – 2006 Credit Facility (u) G – 2008 Credit Facility (s) 100%
Teachers’ Retirement System of the State of Illinois
Ivanhoe Equities V LP
118 Preferred Stockholders
TRS JV HoldCo, LLC
51% common stock 50%
GGP Ivanhoe, Inc. (REIT)
GGP-TRS L.L.C.
100% 100%
GGP-TRS Services, Inc. (TRS)
100%
49% common stock
50%
100%
Kenwood Mall Holding, LLC Clackamas Mall L.L.C.
100%
100%
Silver City Galleria L.L.C.
Florence Mall L.L.C.
100%
100%
100%
GGPTyler Mall L.L.C.
.5% GP 100%
100%
WV Sub, LLC
GGP Ivanhoe Services, Inc. (TRS)
Oaks Mall, LLC
Westroads Mall L.L.C.
99.5% LP
Tyler Mall Limited Partnership
Kenwood Mall L.L.C.
D-4
Chart D
*Entities with bold borders are Debtors filed on April 16, 2009 Entities with dotted borders are Debtors filed on April 23, 2009
GGP Limited Partnership B+G – 2006 Credit Facility (u) G – 2008 Credit Facility (s)
114 Preferred Stockholders
100%
GGP/Homart, Inc.
100%
100%
GGP General II, Inc.
99.5%
100%
GGPGGP Neshaminy Neshaminy Trust Trust
GGPBay City One, Inc.
100%
100%
GGPNewPark, Inc.
NewPark Anchor Acquisition, LLC
100%
100%
GGPPembroke Lakes, Inc.
GGPPembroke Lakes II, Inc.
100%
Superstition Springs, Inc.
100%
Chula Vista Center, LLC B – 2008 Credit Facility (s)
99.5%
100%
100%
100%
Parks at Arlington LLC
GGPMoreno Valley, Inc.
Tysons Galleria L.L.C.
B-PLD
B-PLD
B-PLD
99% LP 17%
1% GP
50% GP
83% Ho Retail Properties II Limited Partnership
100%
0.5%
Bay City Mall Associates L.L.C.
NewPark Mall L.L.C.
Alameda Mall L.L.C.
80% GP
50%
50%
JCP Realty, Inc.
JCP Realty, Inc.
B-PLD
Westcor Realty Limited Partnership
GGP-North Point, Inc. B-PLD
B-PLD
100%
50%
33.33%
100%
50%
33.33%
33.33%
Superstition Springs Holding, LLC
GGP-North Point Land L.L.C.
GGPSteeplegate, Inc. B-PLD
East Mesa Mall L.L.C. GGP-NewPark L.L.C.
New River Associates
100%
GGPBrass Mill Inc.
B-PLD
Alameda Mall Associates
33.33%
100%
Deerbrook Mall, LLC
Pembroke Lakes Mall Ltd.
33.33%
0.5% Westcor Realty Limited Partnership
100%
20% LP
B-PLD
Neshaminy Mall Joint Venture Limited Partnership
GGPArrowhead, Inc.
0.5% 99.5%
50% LP
B-PLD
B-PLD
OTR affiliate of Ohio State Teachers Retirement System
B-PLD
100%
100%
100%
100%
33.33% B-PLD GGP-Columbiana Trust
East Mesa Land L.L.C.
B – 2008 Credit Facility (s)
The Woodlands Mall Associates, LLC
GGP/ Homart Services Inc. (TRS)
SEE CHART E FOR SHARED ENTITIES*
B-PLD
NOTE: * Shared entities between GGP/Homart, Inc. and GGP/Homart II L.L.C. are found on Chart E
D-5
Chart E
*Entities with bold borders are Debtors filed on April 16, 2009 Entities with dotted borders are Debtors filed on April 23, 2009
GGP Limited Partnership B+G – 2006 Credit Facility (u) G – 2008 Credit Facility (s)
New York State Common Retirement Fund
114 Preferred Stockholders 50%
50%
50%
50%
GGP/Homart II L.L.C.
GGP/Homart, Inc.
.5%
100%
99.5%
100% 100%
99.5% GGPNorthbrook, Inc.
GGPBuckland Hills One, Inc.
.5%
Alderwood Mall Holding L.L.C.
GGPCarolina Place, Inc.
Montclair Plaza L.L.C.
.001%
.5%
99.999%
99.5%
100% 99.5%
Northbrook Court L.L.C. Pavilions at Buckland Hills L.L.C. 99.5% 99.5%
.5%
Alderwood Mall L.L.C.
.5%
.5%
Northbrook Court I L.L.C.
Carolina Place L.L.C.
80%
Northbrook Court II L.L.C.
20%
B-PLD
Westcoast Estates
D-6
Chart F
*Entities with bold borders are Debtors filed on April 16, 2009 Entities with dotted borders are Debtors filed on April 23, 2009
GGP Limited Partnership
New York State Common Retirement Fund
B+G – 2006 Credit Facility (u) G – 2008 Credit Facility (s)
50%
50%
GGP/Homart II L.L.C.
100%
117 Preferred Stockholders
100%
100%
100%
100%
100%
100%
100%
100%
First Colony Mall, LLC
Altamonte Mall L.L.C.
GGP Contractor, Inc. (TRS)
100% common shares 100% GGP-Natick Trust SEE CHART E FOR SHARED ENTITIES*
100% GGPNatick West L.L.C.
100%
100%
Glendale Anchor Acquisition, LLC
Willowbrook Mall Anchor Acquisition (TX), LLC
Willowbrook Mall (TX), LLC
Stonbriar Mall, LLC
CPM Land L.L.C. GGPOtay Ranch L.L.C.
Glendale Holding, Inc.
GGP-Natick Services, Inc. (TRS)
100% 100%
Glendale Holding L.L.C.
GGP-Glendale, Inc. Natick Mall, LLC
99.5% LP .5% GP
99.5% .5% GGP-Otay Ranch, L.P.
Glendale I Mall Associates, LLC
100%
Glendale II Mall Associates, LLC
100%
Glendale Ohrbach’s Association, LLC
NOTE: * Shared entities between GGP/Homart, Inc. and GGP/Homart II L.L.C. are found on Chart E
D-7
*Entities with bold borders are Debtors filed on April 16, 2009 Entities with dotted borders are Debtors filed on April 23, 2009
Chart G GGPLP L.L.C. B – 2006 Credit Facility (u) G – 2008 Credit Facility (s)
119 Preferred Stockholders
100%
Victoria Ward, Limited
100%
The Crossroads Mall Land, Inc.
100%
Saint Louis Land L.L.C.
100%
GGP-Maine Mall Land L.L.C. B-PLD
99.999%
.001%
100%
Victoria Ward Services, Inc. (TRS)
100%
Victoria Ward Center L.L.C. B-PLD
100%
VW Condominium Development, LLC
100%
Victoria Ward Entertainment Center L.L.C.
Land Trust No. 89433
Ward PlazaWarehouse, LLC B-PLD
B-PLD
100%
100%
The Crossroads Mall Land L.L.C.
100%
Land Trust No. 89434
100%
Ward GatewayIndustrialVillage, LLC B-PLD
100%
100%
Land Trust No. FHBTRES 200601
Land Trust No. FHBTRES 200602
D-8
Chart H
*Entities with bold borders are Debtors filed on April 16, 2009 Entities with dotted borders are Debtors filed on April 23, 2009
GGPLP L.L.C. B – 2006 Credit Facility (u) G – 2008 Credit Facility (s)
100%
100%
ER Land Acquisition L.L.C.
Eden Prairie Anchor Building L.L.C.
100%
100%
100%
Coronado Center Holding L.L.C.
GGPGlenbrook Holding L.L.C.
100%
GGP-Maine Mall Holding L.L.C.
Chico Mall L.L.C.
100%
Rogue Valley Mall Holding L.L.C.
99.5% LP 100%
North Star Anchor Acquisition, LLC
100%
100%
GGP-Mint Hill L.L.C.
Peachtree Mall, L.L.C.
Sikes Senter, LLC
B-PLD
Chico Mall, L.P.
B-PLD
B-PLD
Apache Mall, LLC
Redlands Land Acquisition Company L.L.C.
100%
100%
Saint Louis Galleria Holding L.L.C.
100%
Stonestown Shopping Center Holding L.L.C.
100%
Oakwood Hills Mall, LLC Lynnhaven Holding L.L.C.
MB
100%
Piedmont Mall L.L.C.
B – 2008 Credit Facility (s)
100%
Southwest Denver Land L.L.C. B – 2008 Credit Facility (s)
B-PLD
100%
100%
Spring Hill Mall L.L.C. B – 2008 Credit Facility (s)
100%
Chapel Hills Mall L.L.C.
Kapiolani Retail, LLC
B-PLD
99.5% LP 0.5% GP
100%
100%
GGPRedlands Mall L.L.C.
99.5% LP 0.5% GP
100%
100%
GGPRedlands Mall L.P.
0.5% GP
Redlands Land Acquisition Company L.P.
100%
100%
Saint Louis Galleria Anchor Acquisition L.L.C.
Stonestown Shopping Center L.L.C.
100%
100%
Birchwood Mall L.L.C.
Mall of the Bluffs LLC
B – 2008 Credit Facility (s)
B – 2008 Credit Facility (s)
100%
Augusta Mall Anchor Holding, LLC
100%
100%
Southwest Plaza L.L.C. Augusta Mall Holding, LLC
100%
100%
GGP Ala Moana Holdings L.L.C.
B – 2008 Credit Facility (s)
Baybrook Mall, LLC B-PLD
99.5% LP 0.5% GP 100%
GGPGlenbrook L.L.C. B-PLD
100%
100%
100%
Coronado Center L.L.C.
GGP-Maine Mall L.L.C.
Rogue Valley Mall L.L.C.
B-PLD
B-PLD
B-PLD
100%
Redlands Land Holding L.L.C.
100%
100%
Saint Louis Galleria L.L.C.
Stonestown Shopping Center, L.P.
B-PLD
B-PLD
Lynnhaven Mall L.L.C.
100%
Augusta Mall Anchor Acquisition, LLC
B-PLD
100%
100%
100%
Augusta Mall, LLC
GGP Kapiolani Development LLC
GGP Ala Moana L.L.C.
Coastland Center, LLC
B-PLD
B-PLD
B-PLD
B-PLD
100%
B-PLD
D-9
Chart I
*Entities with bold borders are Debtors filed on April 16, 2009 Entities with dotted borders are Debtors filed on April 23, 2009
General Growth Properties, Inc. B+G – 2006 Credit Facility (u) G – 2008 Credit Facility (s)
GGPLP L.L.C. B – 2006 Credit Facility (u) G – 2008 Credit Facility (s)
100%
99.5% 100% 100%
100%
100%
100%
100%
Eden Prairie Mall, Inc.
100%
99.5% LP
GGP-Mall of Louisiana, Inc
MB .5% GP
Bay Shore Mall, Inc.
Mall of Louisiana Land Holding, LLC 99.5% LP
100%
.5% GP
99%
MB
Mall of Louisiana Holding, Inc.
99.5%
Eagle Ridge Mall, Inc.
99.5% LP
Century Plaza, Inc.
.5% GP
Tracy Mall Partners II, L.P. 99%
99% LP
100%
100%
Tracy Mall, Inc. Knollwood Mall, Inc.
GGP-South Shore Partners, Inc.
Mall of Louisiana Land, LP
.5%
1% GP
5%
1%
5% GP
Bay Shore Mall Partners
GGPGateway Mall L.L.C.
Grand Traverse Mall Partners, L.P.
B-PLD
B-PLD
B-PLD
Pines Mall Partners
GGPLakeview Square, Inc.
GGPLansing Mall, Inc.
99.5% LP
99% LP
99% LP
5%
Eagle Ridge Mall, L.P.
Eden Prairie Mall L.L.C.
Tracy Mall Partners I, L.L.C.
B-PLD
B-PLD
.5%
.5% GP
.5% GP
.5% GP
Tracy Mall Partners, L.P. B-PLD
100%
100%
GGPGrandville II L.L.C.
MB
99.5%
99.5%
99.5% GP Bellis Fair Partners
100%
100%
Grandville Mall II, Inc.
100% 99.5% LP
99.5%
Bay Shore Mall II L.L.C. 99.5%
99.5% LP
1%
.5%
100%
GGPGrandville Land L.L.C.
100% 99.999% .001%
100%
100%
100%
Valley Hills Mall, Inc.
Park Mall, Inc.
Kalamazoo Mall, Inc.
Elk Grove Towne Center L.L.C.
Lockport L.L.C.
.5%
99.5%
.5025% 99.4975%
GGP-Mall of Louisiana II, LP
Grand Traverse Mall Holding, Inc.
GGPGateway Mall, Inc.
100%
100%
Century Plaza L.L.C.
GGP Knollwood Mall L.P. B-PLD
South Shore Partners, L.P.
1% GP
Lakeview Square Limited Partnership B-PLD
1% GP
Capital Mall, Inc.
Grandville Mall, Inc. 99.5% LP .5%
99.5% .5%
99.5%
99.5% .5%
.5%
.5%
.5%
Lansing Mall Limited Partnership
GGPGrandville L.L.C.
Valley Hills Mall L.L.C.
B-PLD
B-PLD
B-PLD
Park Mall L.L.C.
Kalamazoo Mall L.L.C.
B-PLD
B-PLD
Elk Grove Town Center, L.P.
99.5%
Capital Mall L.L.C. B-PLD
B-PLD GGP-Mall of Louisiana L.P. B-PLD
D-10
Chart J-1
*Entities with bold borders are Debtors filed on April 16, 2009 Entities with dotted borders are Debtors filed on April 23, 2009
GGPLP L.L.C. B – 2006 Credit Facility (u) G – 2008 Credit Facility (s)
100%
GGP Acquisition, L.L.C.
81.94226% GP
18.05774% LP
100%
Various holders of limited partnership interests
Price Development Company, Limited Partnership (See Drop Down A for properties held directly by this entity)
Price GP L.L.C.
100% 26.666% LP
73.334% GP
1% GP
Price Financing Partnership, L.P.
Price-Boise Company, Ltd.
100%
99% LP
.5%
99.5%
BTS Properties L.L.C.
100%
PDCLP JV HoldCo, LLC
Drop Down A
JCP Realty Inc.
JCP Realty Inc.
100%
25% LP
75% GP
100%
Boise Towne Plaza L.L.C. North Town Mall, LLC
Burnham Foundation
Thomas W. James
25%
25%
25%
75% GP
B-PLD B – 2008 Credit Facility (s)
Price Development Company, Limited Partnership – Directly Owned Properties _______________________________________________ II. Community Centers Alameda Plaza Balley Hills Village KIDK – Idaho Falls (Baskin Robbins 17th Street) Cottonwood Square Fremont Plaza Plaza 800 Plaza 800 – Skippers Plaza 9400 Plaza 9400 – Shops Red Cliffs Plaza Twin Falls Crossing Yellowstone Square Yellowstone Shop
Location Pocatello, Idaho Eugene, Oregon
Price-James Company
50%
Spokane Mall Development Company Limited Partnership 100%
TV Investment, LLC
Provo Mall Development Company, Ltd.
100%
100%
Boise Mall, LLC
500 West Associates, LLC
B-PLD
Majestic PartnersProvo, LLC
100%
Provo Mall L.L.C.
Spokane Mall L.L.C.
Idaho Falls, Idaho Salt Lake City, Utah Las Vegas, Nevada Sparks, Nevada Sparks, Nevada Sandy, Utah Sandy, Utah St. George, Utah Twin Falls, Idaho Idaho Falls, Idaho Idaho Falls, Idaho
D-11
Chart J-2
100%
500 West Capital, L.C.
100%
*Entities with bold borders are Debtors filed on April 16, 2009 Entities with dotted borders are Debtors filed on April 23, 2009
100%
Pierre Bossier Mall, LLC
White Mountain Mall, LLC
B – 2008 Credit Facility (s)
B – 2008 Credit Facility (s)
100%
100%
Gateway Crossing L.L.C.
GGP-UC L.L.C.
B-PLD
B-PLD
100%
Orem Plaza Center Street, LLC
100%
PDC Community Centers L.L.C. B-PLD
100%
100%
Price-ASG L.L.C.
Silver Lake Mall, LLC
B – 2008 Credit Facility (s)
B – 2008 Credit Facility (s)
100%
Visalla Mall L.L.C.
99.5%
100%
100%
Freemont Plaza L.L.C.
Plaza 800 L.L.C.
100%
100%
100%
100%
North Plains Mall, LLC
Cache Valley, LLC
100%
100%
100%
100%
Cottonwood Mall, LLC
Pine Ridge Mall L.L.C.
PDC-Red Cliffs Mall L.L.C.
PDCEastridge Mall L.L.C.
B-PLD
B-PLD
100%
100%
100%
.5% GP
Visalla Mall, L.P. B-PLD
Sierra Vista Mall, LLC B – 2008 Credit Facility (s)
Country Hills Plaza, LLC B-PLD
B – 2008 Credit Facility (s)
B – 2008 Credit Facility (s)
B-PLD
Three Rivers Mall L.L.C. B-PLD
River Falls Mall, LLC
Price Development TRS, Inc.
D-12
Chart K
*Entities with bold borders are Debtors filed on April 16, 2009 Entities with dotted borders are Debtors filed on April 23, 2009
The Rouse Company LP B - Rouse Notes (u) 120 Preferred Stockholders 100%
.0046918% common stock
GGP Holding, Inc. (Private REIT) 99%
1%
99.8853082% common stock + 480 preferred shares
100%
119 Preferred Stockholders
100%
GGP-Burlington L.L.C.
Chattanooga Mall, Inc.
100%
100%
DK Burlington Town Center LLC
Prince Kuhio Plaza, Inc.
GGP Holding Services, Inc. (TRS)
99.5%
0.5%
GGP Holding II, Inc. (Private REIT) 100%
Burlington Town Center II LLC
GGP Ivanhoe II, Inc.
1% GP
99% LP
GGP American Holdings Inc. (QRS)
GGP Ivanhoe IV Services, Inc. (TRS)
B-PLD
100%
100%
100%
Northgate Mall L.L.C.
100%
Ho Retail Properties I Limited Partnership
MB 100%
Caledonian Holding Company, Inc. (QRS)
B-PLD
The Burlington Town Center LLC
100%
100%
99.99% Eastridge Shopping Center L.L.C.
U.K.American Properties, Inc.
B-PLD
B-PLD
.01%
.01%
GGP-Canal Shoppes L.L.C.
~3.1% common
100%
99.99%
PC Lancaster L.L.C.
Grand Canal Shops II, LLC 100%
B-PLD
100%
90.7%
GGPLP L.L.C.
B – 2008 Credit Facility (s)
100%
100%
PC Lancaster Trust
Parcity Trust
50%
B – 2006 Credit Facility (u) G – 2008 Credit Facility (s)
Landmark Mall L.L.C.
100%
Boulevard Mall Inc.
50%
PARCIT-IIP Lancaster Venture 0.5%
99.5%
Cumberland Mall, LLC
U.K.LaSalle, LLC
B-PLD
~6.2% common
B+G – 2006 Credit Facility (u) G – 2008 Credit Facility (s)
B-PLD
100%
Mayfair Mall, LLC
GGP Limited Partnership
GGP Meadows Mall, L.L.C.
Parcity L.L.C. 100%
100%
G – 2006 Credit Facility (u)
Park City Holding, Inc.
100%
GGP American Properties Inc. (QRS)
G – 2006 Credit Facility (u)
100%
B-PLD
100%
100%
Oak View Mall L.L.C.
Lancaster Trust
B-PLD
B-PLD
100%
0.5%
99.5%
Boulevard Mall I LLC
Boulevard Mall II LLC
50%
50%
Boulevard Associates B-PLD Caledonia Holding Company, Inc. 100%
100%
100%
Southland Mall, Inc. Oglethorpe Mall L.L.C. B-PLD
GGP Savannah L.L.C.
0.5% GP
100%
GGPPecanland, Inc.
100%
0.5% GP
99.5% LP
Bakersfield Mall, Inc.
99.5% LP
Southland Mall, L.P. B-PLD
0.5% GP
GGP-Pecanland II, L.P.
99.5%
.5%
RS Properties Inc.
100%
100%
RASCAP Realty, Ltd. B-PLD
GGP-La Place, Inc.
99.5% LP
.5% GP
La Place Shopping, L.P.
Bakersfield Mall LLC
GGP-Pecanland, L.P. B-PLD
Pecanland Anchor Acquisition, LLC
100%
100%
B-PLD 99.5% LP
D-13
Chart L-1
*Entities with bold borders are Debtors filed on April 16, 2009 Entities with dotted borders are Debtors filed on April 23, 2009
GGP Holding, Inc. (Private REIT) 100%
HRD Remainder, Inc. (QRS)
100%
Columbia Mall, Inc. (QRS) 100%
100%
100%
100%
100%
ACB Parking Trust
Columbia Management, Inc.
HRD Parking Deck Business Trust
100%
CMI Corporate Parking Business Trust
Columbia Mall Business Trust
TRC Parking Business Trust
100%
100%
100%
100%
Forty Columbia Corporate Center, LLC
Fifty Columbia Corporate Center, LLC
Sixty Columbia Corporate Center, LLC
Seventy Columbia Corporate Center, LLC
100%
100%
100%
99% LP 100%
100%
99% LP
100%
100%
10 CCC Business Trust Benson Park Business Trust
Lakefront North Parking, Inc. (QRS)
HRD Parking, Inc. (QRS)
Wincopin Restaurant Business Trust
50%
Parkside Limited Partnership
99% LP
1% GP
Park Square Limited Partnership
99% LP
1% GP
Seventy Columbia Corporate Center Limited Partnership
American City Building Corporation
B-PLD
100%
100%
100%
20 CCC Borrower, LLC
Parkview Office Building Limited Partnership
30 CCC Borrower, LLC
50%
White Marsh Mall, LLC B-PLD 50%
1% GP
10 CCC Borrower, LLC
100%
1% GP
30 CCC Business Trust
20 CCC Business Trust
100%
100%
50 CCC Borrower, LLC
60 CCC Borrower, LLC
50% 100% White Marsh Phase II Associates
White Marsh Mall Associates
Running Brook Business Trust 50%
100%
100%
100%
The Mall in Columbia Holding, L.L.C.
40 CCC Borrower, LLC
Town Center East Business Trust
B-PLD 100% The Mall in Columbia Holding II, L.L.C.
50%
B-PLD 100%
100% White Marsh General Partnership
Running Brook Borrower, LLC
Columbia Mall SPE, LLC
100%
CCC Association Borrower, LLC
100%
CCC Exhibit Borrower, LLC
100%
CCC Ridgely Borrower, LLC
100%
CM Theatre Business Trust
100%
100%
100%
CM-N Business Trust
CM-H Business Trust
The Mall in Columbia Business Trust
100%
Mall Entrances Business Trust
100%
100%
Lot 48 Business Trust
Lot 49 Business Trust
D-14
Chart L-2
*Entities with bold borders are Debtors filed on April 16, 2009 Entities with dotted borders are Debtors filed on April 23, 2009
The Rouse Company LP GGP Holding, Inc. (Private REIT)
B – Rouse Notes (u) 100%
100%
The Hughes Corporation (TRS 2)
HRD Remainder, Inc. (QRS)
100% 100%
The Howard Hughes Corporation (TRS)
The Howard Research and Development Corporation (TRS)
100% 100%
100%
Bridgeland GP, LLC
LP RouseHouston, LLC
1% GP
99% LP
GGP Bridgeland, LP
100%
100%
Columbia Land Holdings, Inc. (TRS)
100%
100% Gateway Overlook II Business Trust
100%
Oakland Ridge Industrial Development Corporation (TRS)
100%
RousePhoenix Hotel Corporation (TRS)
Stone Lake. LLC (TRS)
100%
RousePhoenix Hotel Parking, Inc. (TRS)
100%
Rouse-Fairwood Development Corporation
Gateway Overlook III Business Trust
30% LP
Emerson Land, LLC
100%
Cypress LA, LLC
70% LP
100%
100%
100%
Emerson Land Business Trust
Gateway Overlook II Borrower, LLC
West Kendall Holdings, LLC
Rouse Holding Limited Partnership
46% GP & LP
54% LP
Rouse-Fairwood Development Limited Partnership 100%
100%
100%
100%
100%
100%
Town Center East Parking Lot Business Trust
Harper’s Choice Business Trust
LRVC Business Trust
Parcel C Business Trust
Parcel D Business Trust
Merriweather Post Business Trust
100%
100%
Rouse Transportation LLC
Rouse Merchant-Wired, Inc. (TRS)
Outside Third Parties 10.86%
100%
100%
100%
100%
100%
Fairwood Commercial Front Foot Benefit Company, LLC
Fairwood Front Foot Benefit Company, LLC
FairwoodFour FrontFoot Benefit Company, LLC
FairwoodGPP FrontFoot Benefit Company, LLC
FairwoodPromise FrontFoot Benefit Company, LLC
100%
FairwoodProspect FrontFoot Benefit Company, LLC
100%
FairwoodThree FrontFoot Benefit Company, LLC
89.14%
Merchant Wired, LLC
D-15
Chart M
*Entities with bold borders are Debtors filed on April 16, 2009 Entities with dotted borders are Debtors filed on April 23, 2009
The Howard Hughes Corporation (TRS)
100%
100%
100%
100%
100%
Westfield
Vista Commons, LLC
Red Rock Investment, LLC 100%
27.285%
MS/TWC Joint Venture (Morgan Stanley)
TWC Operating, LLC
100% Simon
1% GP
1% GP
43.2940%
99% LP MS TWC, Inc. (Morgan Stanley)
29.4209%
TWC Operating, LP
Stichting Pension Funds ABP
100%
TWC Land Development, LP
Tri-Party Non-856 Assets, LLC
56.5% LP 1% GP
42.5% GP
The Woodlands Operating Company, LP1
100% 100%
100%
100%
H-Tex, Inc. RA Hotel, Inc.
1% GP
56.5% LP
Rolim Associates
Summa Corporation
42.5% GP
50%
50%
Hughes Properties, Inc. (TRS)
TWC Land Development, LLC
99% LP
Rouse TriParty TRS, Inc. (TRS)
Clover Acquisition LLC
100%
RA CFH, LLC
RA West, Inc.
100%
The Woodlands Brokerage, LLC 1% GP
100%
The Woodlands
99% LP
The Woodlands Commercial Brokerage Company, LP
TWLDC Holdings, L.P.
100%
WECCR, Inc. TWLDC Holdings GP LLC 1% 99%
1% 99%
99% Corporate Housing Partnership
WECCR General Partnership
The Woodlands Land Development Company, LP1
100%
100%
The Woodlands Beverage, Inc.
Woodlands Acquisition, LLC
100%
Beverage Operations, Inc.
1% GP
100%
100%
The Woodlands Custom Residential Sales, LLC 50% 1% GP
Town Center Development Company GP, LLC
99% LP
The Woodlands Custom Sales, LP
Stewart Title Management Company, Inc.
1% GP
99% LP
Town Center Development Company, LP 7%
10101 Woodloch Forest LLC
1 GGP does not control this joint venture. For purposes of preparing this chart, GGP has relied on the most recent information provided by its joint venture partner regarding the joint venture's ownership percentages in its subsidiaries.
D-16
Chart N-1
*Entities with bold borders are Debtors filed on April 16, 2009 Entities with dotted borders are Debtors filed on April 23, 2009
GGP Limited Partnership
Rouse LLC
B+G – 2006 Credit Facility (u) G – 2008 Credit Facility (s)
G – 2006 Credit Facility (u)
99% LP
1% GP
The Rouse Company LP B – Rouse Notes (u) 100% United Health
The Rouse Company BT, LLC 6.8% 0.9999% GP
93.2%
99.00001% LP
100%
TRC Co-Issuer, Inc. B – Rouse Notes (u)
Summerlin Hospital Medical Center, L.P.
The Rouse Company Operating Partnership LP 100%
The Hughes Corporation (TRS 2) 100% 100%
100% The Howard Hughes Corporation (TRS)
Summerlin Corporation (TRS)
Princeton Land East, LLC
100% Rouse-Fairwood Development Corporation (TRS 5) (MD)
100%
1% LP 99% GP 100%
100% 98.999505% LP Simon
98.999505% LP
Westfield
91% LP 100%
100%
0.000495% LP
0.000495% LP
Rouse-Abbey, LLC
29.4209%
100%
Greengate Mall, Inc. (TRS) Rouse-Portland, LLC
43.2941%
The Rouse Company of Louisiana, LLC
Harbor Place Associates Limited Partnership 1451 Center Crossing Drive, LLC
100%
Rouse-New Orleans, LLC
100% 100%
27.285% 1% GP
1% GP
1% GP
Harborplace Borrower, LLC
New Orleans Riverwalk Limited Partnership
RouseWincopin, LLC Abbey Acquisition, LLC
8% LP
Pioneer Office Limited Partnership
Pioneer Place Limited Partnership
B – 2008 Credit Facility (s)
B – 2008 Credit Facility (s)
50%
B-PLD
1450 Center Crossing Drive, LLC
50%
New Orleans Riverwalk Associates
D-17
Chart N-2
*Entities with bold borders are Debtors filed on April 16, 2009 Entities with dotted borders are Debtors filed on April 23, 2009
The Hughes Corporation (TRS 2) 100%
The Howard Hughes Corporation (TRS) 100%
100%
100%
Rouse-Fairwood Development Corporation (TRS 5) See Chart L-2
Summerlin Corporation (TRS)
THC-HRE, LLC
43.2941%
56.7059%
The Rouse Company Operating Partnership LP
Hex Holding, LLC 94.423% LP
119 Preferred Stockholders
5.577% GP
Howard Hughes Properties, Limited Partnership
100% Common Stock
Hexalon Real Estate, Inc. (REIT) See Chart Q for other subsidiaries
100% 100% HRD Remainder, Inc.
99% LP
69.75%
0.07%
Rouse F.S., LLC
100%
100%
100% HHPLP JV HoldCo I, LLC
1% GP
HHP Government Services, Limited Partnership 30.18%
100%
Jim Christensen
100%
9901-9921 Covington Cross, LLC
9950-9980 Covington Cross, LLC
Rouse SI Shopping Center, LLC
Summerlin Centre, LLC
HHPLP JV HoldCo II, LLC
50% 50%
100%
100%
100%
100%
100%
100%
100%
100%
JMB
50%
47% LP 53% GP
47% LP
10000 Covington Cross, LLC
1120/1140 Town Center Drive, LLC
1201/1281 Town Center Drive, LLC
1251 Center Crossing, LLC
1645 Village Center Circle, LLC
53% GP
50%
100%
Fashion Show Mall, LLC B-PLD
Lake Meade & Buffalo Partnership
Trails Village Center Co.
Maguire PartnersPlaya Vista
Maguire PartnersPlaya Vista Area C
10190 Covington Cross, LLC
1160/1180 Town Center Drive, LLC
1551 Hillshire Drive, LLC
1635 Village Centre Circle, LLC
D-18
Chart P-1
*Entities with bold borders are Debtors filed on April 16, 2009 Entities with dotted borders are Debtors filed on April 23, 2009
The Rouse Company Operating Partnership LP
The Rouse Company LP
100%
100% 100%
100%
100%
100%
100%
100%
100%
100%
The Rouse Company of Texas, LLC
Howard Hughes Properties, Inc. (TRS 3) 10450 West Charleston Boulevard, LLC
100%
Columbia Crossing, LLC
Rouse Investing Company, LLC
Princeton Land, LLC
Arizona Center Parking, LLC
Rouse Office Management of Arizona, LLC
RousePhoenix Cinema, LLC
100%
100%
100%
100%
RouseHighland, LLC
Austin Mall, LLC
La Cantera Holding GP, LLC
100% 95% LP 100% Howard Hughes Properties IV, LLC
Howard Hughes Properties V, LLC
B-PLD
B-PLD
100%
100%
100%
99% LP
100% 5% GP
Howard Hughes Centerpoint, LLC
99% LP
1% GP
1% GP
1% GP
Bayside Marketplace, LLC Mall St. Matthews Company, LLC
100% 100%
Centerpoint Management, LLC
B-PLD
Beachwood Place Holding, LLC
Terrapin Acquisition, LLC
Harborplace Management Company, LLC
Two Arizona Center, LLC
99% LP
La Cantera Holding, LP
Austin Mall Limited Partnership RousePhoenix Corporate Center Limited Partnership
USAA Real Estate Company
RousePhoenix Theatre Limited Partnership
25% LP
CPI-Highland Associates, LP
75% GP 75% GP
2% GP
48% GP
50% GP
50%
La Cantera Retail Limited Partnership
50% 50%
25% LP
La Cantera Specialty Retail, LP
The Highland Mall Joint Venture
1% 100% 49%
MSM Property L.L.C. B-PLD
Howard Hughes Canyon Pointe Q4, LLC
10000 West Charleston Boulevard, LLC
Center Pointe Plaza LLC
0.5% GP
Beachwood Place Mall, LLC
99% LP
0.5% GP
Highland Mall Limited Partnership
B-PLD
B-PLD
D-19
Chart P-2
*Entities with bold borders are Debtors filed on April 16, 2009 Entities with dotted borders are Debtors filed on April 23, 2009
The Rouse Company Operating Partnership LP 100% 100%
Chesapeake Investors, LLC
100%
100%
100%
Three OM, LLC
Four OM, LLC
100%
Christiana Holdings I, LLC Christiana Holdings II, LLC
100%
100%
100%
50%
50%
Rouse Commercial Properties, LLC
Collin Creek Anchor Acquisition, LLC
Fashion Place Anchor, Acquisition, LLC
Faneuil Hall Marketplace, LLC
1% GP
99% LP
99% LP
1% GP
Christiana Acquisition, LLC 100%
100% 100% 100%
Rivers Park ABC, LLC 100%
Hunt Valley Title Holding Company, LLC
The Rouse Company of Minnesota, LLC
100% 1% GP 98% LP 1% GP
1% GP
1% GP 98% LP
100%
100%
100%
Collin Creek Mall, LLC
Woodbridge Center Property, LLC
Fashion Place, LLC
Seaport Marketplace, LLC
Princeton Land, LLC
Triangle Business Center I Limited Partnership
Four Owings Mills Corporate Center Land Limited Partnership
100%
100%
Three OM SPE, LLC
Four OM SPE, LLC
Christiana Mall, LLC
100% 100%
Riverspark Associates Limited Partnership
Three Owings Mills Corporate Center Land Limited Partnership
B-PLD Rouse Ridgedale Holding, LLC
B-PLD B-PLD
CMA Access Company, LLC 100%
5% GP
Rouse Ridgedale, LLC
95% LP
100%
South Street Seaport Limited Partnership
Seaport Marketplace Theatre, LLC
Ridgedale Center, LLC B-PLD
D-20
Chart P-3
*Entities with bold borders are Debtors filed on April 16, 2009 Entities with dotted borders are Debtors filed on April 23, 2009
The Rouse Company Operating Partnership LP 100% 100% 100%
100%
100%
100%
100%
100%
JPMorgan & NYSTERS
35%
Mizner JV Holdco, LLC
64% LP
Hocker Oxmoor Partners, LLC
HMF Properties, LLC
65%
Henley Holding Company
54% LP
One Owings Mills Corporate Center, LLC
50%
B-PLD TTC Member, LLC
Four State Properties, LLC
O.M. Land Development, LLC
RouseMizner Park, LLC
Two Owings Mills Corporate Center, LLC AON
50%
50% 1% GP
100%
1% GP
100%
35% LP 45% LP
50%
100% 100%
99%
100%
1% Mizner Park Holdings V, LLC
Hulen Mall, LLC Park Meadows Mall Holding, LLC
Rouse-Bridgewater Commons Mall, LLC Rouse-Towson Town Center, LLC
B-PLD
One Owings Mills Corporate Center Associates Limited Partnership
B-PLD TTC SPE, LLC
100%
0.5% Bridgewater Commons Mall, LLC
100%
100%
100%
100% Towson TC, LLC
Two Owings Mills Corporate Center Associates Limited Partnership
Rouse Southland, LLC
100% 99.5%
100%
The Rouse Company of Michigan, LLC
Mizner Park Venture, LLC
Hocker Oxmoor, LLC
100%
100%
100%
100%
Mizner Park Holdings I, LLC
Mizner Park Holdings II, LLC
Mizner Park Holdings III, LLC
Mizner Park Holdings IV, LLC
50% GP
50% GP
100%
Southland Center Holding, LLC
B-PLD Park Meadows Mall, LLC
100% 100% Bridgewater Commons Mall II, LLC
Bridgewater Commons Mall Development, LLC
Rouse-TTC Funding, LLC
1% GP
99% LP
99% LP
1% GP
Southland Center, LLC Crocker Downtown Development Associates
Crocker Mizner Park III, Ltd.
Crocker Mizner Park IV, Ltd.
B-PLD
B-PLD
B-PLD
B-PLD
D-21
Chart P-4
*Entities with bold borders are Debtors filed on April 16, 2009 Entities with dotted borders are Debtors filed on April 23, 2009
The Rouse Company Operating Partnership LP 100%
1% GP
100%
MS/TWC Joint Venture
TWC Commercial Properties, LLC
100%
100%
100%
100% 99% LP
Rouse Tri-Party Miscellaneous, LLC
MS/TWC, Inc.
TWC Commercial Properties, LP
Paramus Equities, LLC Westfield
Paramus Park, LLC
Simon
The Rouse Company of Florida, LLC
JPMorgan
43.29%
29.42%
GGPParamus Park Mall, LLC
27.29% TWCPC Holdings, L.P. Tri-Party Miscellaneous, LLC
100%
50%
99.50% LP
.50% GP 99% LP
75% LP
The Rouse Company at Owings Mills, LLC
Merrick Park Holding, LLC
50%
100%
1% GP
100%
87.5% LP
1% GP
42.5% GP
TWCPC Holdings GP, LLC
100%
The Rouse Company of Georgia, LLC
100% 56.5% LP
100%
100%
Perimeter Mall Venture, LLC
Providence Place Holdings, LLC MB
Governor’s Square Mall, LLC B-PLD
40%
JPMorgan & Cigna
60%
100%
60% 40%
RouseOakwood Shopping Center, LLC
B-PLD 100%
100%
95% LP
12.5% GP
Merrick Park, LLC
5% GP The Woodlands Commercial Properties Company, LP Owings Mills Limited Partnership B-2008 Credit Facility (s) 25% GP Various Interests1: Condo Assoc FV-93 Ltd (1%) Timbermill-94 Ltd (1%) Woodlands Sarofim #1 Ltd. (20%)
Woodlands Office Equities-95, Ltd.
Paramus Park Shopping Center Limited Partnership Oakwood Shopping Center Limited Partnership
Perimeter Mall, LLC B-PLD
Merrick Park Parking, LLC
Rouse Providence, LLC B-PLD
B-PLD 100% GP
RouseOrlando, LLC
OM Borrower, LLC
B-PLD
B-2008 Credit Facility (s)
1 GGP does not control this joint venture. For purposes of preparing this chart, GGP has relied on the most recent information provided by its joint venture partner regarding the joint venture's ownership percentages in its subsidiaries.
D-22
Chart P-5
*Entities with bold borders are Debtors filed on April 16, 2009 Entities with dotted borders are Debtors filed on April 23, 2009
The Rouse Company Operating Partnership LP HRD Remainder, Inc. (See structure under GGP Holding, Inc.)
100%
100%
100%
100%
98.88% 100%
100% 100% 100%
25% LP 25% LP
Northwest JV Holdco, LLC
The Village of Cross Keys, LLC
Baltimore Center, LLC B-PLD
Caselmar, LP
82.04%
99% LP
25% GP
74.5% LP 0.5% LP
RousePhoenix Development Company, LLC
Two Willow Company, LLC
The Rouse Company of Washington, LLC
1% GP
Lakeside Mall Holding, LLC
100%
One Willow Company, LLC
The Rouse Company of Ohio LLC
100%
100%
NSMJV, LLC
99% LP
1% GP
25% LP
99%
1.12%
3.24%
7.83% 25% GP
100%
RouseArizona Center, LLC
Hickory Ridge Village Center, Inc. (QRS)
Columbia Mall, Inc. (See structure under HRD Remainder, Inc.)
100%
100%
6.89%
Salem Mall, LLC
Rouse-Seattle, LLC 100%
65% LP 32% LP
B-PLD
100%
Rouse-Arizona Retail Center Limited Partnership B-PLD
17.66%
RousePhoenix Master Limited Partnership
North Star Mall, LLC
Rouse-Westlake Limited Partnership
49.5% LP 56.94%
Rouse-Westlake Limited Partnership II Franklin Park Mall, LLC
B-PLD
Lakeside Mall Property, LLC
82.34%
Outside Third Parties Mondawmin Business Trust
1.16%
13.97% 27.93% 49.5% LP
Baltimore Center Garage Limited Partnership
Willowbrook II, LLC
Franklin Park Mall Company, LLC
1% GP
1% GP
Baltimore Center Associates Limited Partnership
Northwest Associates
100%
Three Willow Company, LLC
100%
1% LP
1% LP
1%
Beachwood Place, LLC
100%
100%
67%
CapStar
100%
100%
100%
TRC Willow, LLC
Willow SPE, LLC
Weeping Willow RNA, LLC
B-PLD
33%
75% GP & LP B-2008 Credit Facility (s)
24% LP 1% LP
100% VCK Business Trust Mondawmin Borrower, LLC B-2008 Credit Facility (s)
B-PLD
Cross Keys Village Square Condominium, Inc.
Westlake Center Associates LP
36.50%
1%
62.50%
Willowbrook Mall, LLC B-PLD
D-23
Chart P-6
*Entities with bold borders are Debtors filed on April 16, 2009 Entities with dotted borders are Debtors filed on April 23, 2009
The Rouse Company Operating Partnership LP 100%
100%
Rouse-Urban Acquisition, LLC
Rouse-Urban, LLC
100% Westfield
Hexalon Real Estate, Inc. (Structure shown under THHC) Simon
54.232% GP & LP
The Rouse Company Protective Trust, Inc. (TRS 8)
16.6267% LP
0.1676% GP
1.4205% LP 27.553% GP & LP
Head Acquisition, LP
100%
Class A & C Limited Partners
94.4398% GP
RoPro TRS, Inc. (TRS)
5.5602% LP
100%
Urban Shopping Centers, LP
Rouse Oakbrook, LLC Industrial Mall Investors, LLC (CALPERS) 50% 100%
835 Michigan, LP (Lucent & RREEF)
50%
UC Oakbrook Genpar, LLC
100% 45% GP
55% GP
50.01% LP
1% GP
Water Tower Joint Venture
48.99% LP
Oakbrook Urban Venture, LP
Southpoint Land, LLC 100%
100%
100%
Southpoint Mall, LLC Water Tower, LLC
Oakbrook Shopping Center, LLC
Oakbrook Facilities Corporation (TRS)
D-24
Chart Q
*Entities with bold borders are Debtors filed on April 16, 2009 Entities with dotted borders are Debtors filed on April 23, 2009
GGP Limited Partnership B+G – 2006 Credit Facility (u) G – 2008 Credit Facility (s)
Hexalon Real Estate, Inc. (REIT)
0.20%
99.80%
General Growth Management, Inc. (TRS)
100%
2.38%
100%
100%
100%
100%
100%
100%
100%
100%
50%
Perimeter Center Miscellaneous Income LLC
50%
Harborplace, Inc.
MallFinder Network LLC
GGP Natick Residence LLC
Rouse-West Dade, Inc.
GGP Turkey Management, LLC
Hoover Mall Services, L.L.C.
Faneuil Hall Beverage, LLC
Valley Plaza Anchor Acquisition, LLC
The Learning Mall L.L.C.
Kapiolani Condominium Development, LLC
Perimeter Mall Facilities, LLC
NYSTERS
35%
32.5%
J.P. Morgan
32.5%
Four State Facility Corp (TRS)
D-25
Supplement to Appendix E – Corporate Reorganization Process Pursuant to Section 5.1 of the Plan, this supplement to Appendix E to the Disclosure Statement sets forth the contemplated merger, dissolution or consolidation of certain entities by the Plan Debtors in conjunction with implementation of the Plan. The proposed corporate reorganization is described herein on a property-by-property basis, as listed in the index below. For each property owned by the additional Plan Debtors, identified in the supplement to Appendix C to the Disclosure Statement attached hereto, this supplement to Appendix E to the Disclosure Statement includes: (i) a description of all corporate acts and property transfers, if any, necessary to implement the reorganization; (ii) a structure chart showing the current corporate structure, combined with an illustration of the proposed corporate reorganization, if any; and (iii) a structure chart showing the projected corporate structure upon emergence, if applicable. Capitalized terms used in this Appendix E are defined in Appendix A to the Disclosure Statement, as supplemented or amended. Page # E-1
US_ACTIVE:\43246799\05\47658.0008
Property Name Fox River Mall
FOX RIVER MALL: Fox River Shopping Center, LLC (DE) (Case No. 09-12113), is the owner of the mall known as Fox River Mall and is wholly owned by GGP Limited Partnership. There are no changes to this entity’s ownership structure.
C:\Documents and Settings\ann.spitler\Application Data\Microsoft\Templates\Normal.dot
E-1
FOX RIVER MALL No Structure Changes Upon Emergence General Growth Properties, Inc. ~96% GP KEY: Indicates Debtor not emerging from Bankruptcy Indicates entity/entities emerging from Bankruptcy ~4% LP Indicates change of entity type Indicates transfer of Ownership Interests Indicates entity is eliminated
Outside Limited Partners
GGP Limited Partnership
Indicates Merger Non-related Entity
Fox River Shopping Center, LLC
Fox River Mall (Appleton, WI)
100% ownership interest unless otherwise indicated State of Formation for the Entities is Delaware unless otherwise indicated.
E-2