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The Honolulu Advertiser
Posted on: Friday, April 17, 2009

ALA MOANA OWNER PLEDGES BUSINESS AS USUAL
Hawaii's biggest malls to operate normally during bankruptcy

By Andrew Gomes
Advertiser Staff Writer

Hawaii news photo - The Honolulu Advertiser

Ala Moana Center.

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If you're a stockholder, bondholder or mortgage holder in General Growth Properties Inc., much uncertainty surrounds yesterday's bankruptcy filing by the giant shopping mall owner. But for shoppers and employees, there isn't much to be concerned about.

"Our restructuring efforts will be invisible to the tens of thousands of customers who visit our properties every day," said Tom Nolan, president of the company that owns four malls in Hawai'i, including Ala Moana Center. "Our properties will continue to operate, our employees will continue to come to work and get paid, and shoppers will continue to shop."

Gift cards for use at General Growth malls, all of which are issued by American Express or Discover, remain valid and retain their full value, the company said.

General Growth said, and some retail analysts concur, that the Chicago-based company has a strong operating business model with roughly 200 well-performing shopping malls that should allow the company to emerge from Chapter 11 bankruptcy largely intact.

In Hawai'i, General Growth owns Ala Moana and Ward Centers on O'ahu, Prince Kuhio Plaza on the Big Island and Whalers Village on Maui.

The company also manages Windward Mall and Kapolei Commons on O'ahu, Queen Ka'ahumanu Center on Maui and the Kings' Shops on the Big Island.

The managed malls and Whalers Village were excluded from General Growth's bankruptcy because they don't involve debt that pressured the company to file the biggest real estate bankruptcy in U.S. history yesterday in New York.

General Growth, which has profitable retail operations, sought bankruptcy protection to restructure maturing mortgage loans and bonds that it couldn't refinance or extend in the global financial market calamity.

Some 158 regional shopping centers owned by General Growth are part of the bankruptcy case.

Nolan, in a media conference call yesterday, said the company's plan in bankruptcy is to extend mortgage maturities and reduce overall debt while keeping all or nearly all of its shopping centers.

"We're very focused on keeping this platform intact," he said. "It has terrific franchise value. We're not looking for wholesale sales of (retail centers) or land as a way to be a meaningful component of this restructuring."

Nolan said the company could pursue selling "nonstrategic" assets to help reduce debt, and that it would have to consider any good offers to buy strategic properties, which conceivably could result in General Growth selling one or two of its top 25 assets. But such core asset sales aren't envisioned as necessary to help the company emerge from Chapter 11.

"We're not going to have to sell substantial amounts of our iconic assets," Nolan said. "That's what establishes the franchise value of the platform, and we believe we can maintain them."

$375M INFUSION

To help General Growth operate while in bankruptcy, the company has secured a commitment of $375 million from Pershing Square Capital Management, a hedge fund that owns more than 25 percent of the mall owner. The infusion is subject to bankruptcy court approval.

General Growth doesn't intend to close any of its malls, saying they perform well. Nolan said that at the end of last year, tenants occupied 92.5 percent of the company's mall portfolio, which was one of the highest occupancy levels for General Growth in the past 15 years. Nolan also said the company's net operating income was higher last year than it was in 2007.

Nolan acknowledged that the worsening economic environment continues to hurt retailers, but that in the past 60 to 90 days General Growth has signed hundreds of new tenant leases. "We feel we're well positioned," he said. "We have some of the highest-productive shopping centers in the United States."

Ala Moana, the state's largest mall, is believed to be one of the best performing assets for General Growth. New tenants slated to move into the mall between May and October include Victoria's Secret, Kate Spade, Michael Kors, Aeropostale and a luxury fashion sister brand of Prada called Miu Miu.

At Ward Centers, General Growth is building a Whole Foods Market store as part of a retail and parking structure addition. About $111 million has been spent on the $148 million project, which has encountered significant delays. Whole Foods is scheduled to open early next year.

General Growth also plans to redevelop 60 acres covering nearly all of Ward Centers in Kaka'ako into a dense urban village of mostly residences and retail businesses that could include 20 high-rise buildings.

That project, envisioned to take 20 years, isn't slated to begin until next year with an initial phase consisting of a central pedestrian plaza replacing old warehouses and Ward Farmers Market.

FINANCE CHALLENGE

Nolan said all of General Growth's development projects shouldn't be affected by the bankruptcy, though they do face financing challenges from tight capital markets.

General Growth in January received state approval for its Ward neighborhood master plan, defining such things as maximum density, building heights and requirements to provide public facilities and moderate-priced housing for anything built within 15 years.

In December, General Growth said it had retained a real estate investment banking firm to find a development partner, or potentially a buyer, for Ward Centers.

The master plan approval increases the value of the Ward property, though General Growth has major debt on it and Ala Moana that reduces potential proceeds the company would get from a sale.

There is $216 million of debt on Ward Centers, and $1.5 billion on Ala Moana, according to the company's most recent annual report, filed in February.

General Growth bought Ward Centers in 2002 for $250 million, and has completed some additions since then. The company bought Ala Moana in 1999 for $810 million and has significantly expanded the mall since then.

In its bankruptcy filing, General Growth said all of its debts total $27.3 billion, while assets are valued at $29.5 billion.

MATURING DEBT

Nolan said the company sought bankruptcy protection because not enough bondholders agreed to relax maturity dates for a large chunk of maturing debt.

Much of the company's debt can be traced to its purchase of rival mall owner and commercial real estate developer Rouse Co. in 2004 for about $12 billion, though General Growth for many years had piled on debt through acquisitions.

Among the company's 100 largest unsecured creditors are retailers such as Macy's, six Hawai'i companies and the Hono- lulu Board of Water Supply.

Local law firm Schlack Ito Lockwood Piper & Elkind is owed $155,977. Engineers Surveyors Hawaii Inc. has a $155,643 claim.

Other claims are $146,057 for Hawaii Care & Cleaning Inc., $134,416 to Anbe Aruga & Ishizu Architects, $129,316 to law firm Watanabe Ing LLP, $112,033 to Oahu Waste Services Inc. and $96,427 to the water utility.

Shares of stock in General Growth fell 45 cents yesterday to 60 cents from $1.05 the day before. Share prices in the past year have ranged between a high of $43.83 on May 16, 2008, and a low of 33 cents on March 6.

Reach Andrew Gomes at agomes@honoluluadvertiser.com or 525-8065. Bloomberg News Service contributed to this report.

Reach Andrew Gomes at agomes@honoluluadvertiser.com.

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