GGWPQ Distressed Investment Just a few weeks ago I introduced General Growth Properties as a great opportunity to capitalize on distressed investing. The following analysis will unlock the equity value hidden behind the mall giant currently operating under the guidelines of Chapter 11.

Debtors vs. non-debtors General Growth Properties has been releasing a monthly operating report; an 8K filing required by US Bankruptcy Laws, indicating the debtors’ operating performance, working capital and assets/liabilities levels. It’s a very useful report and it shows how much profit the Company has generated post-petition. The report excludes operating performance, assets and liabilities of non-debtors; as such entities are operating outside of the provision of Chapter 11. However, the debtors’ ownership in such entities is disclosed and it’s reported as “investment in controlled non-debtors” on the balance sheet and earnings/losses from such entities are reported under “income/loss of unconsolidated real estate affiliates” on the income statement.

General Growth Property Recovery Waterfall      
               
               
          2010 2010 2010
               
NOI         1,700 1,870 2,040
Cap Rate         10.0% 10.0% 10.0%
Debtors EV       17,000 18,700 20,400
Non-Debtors EV       900 990 1,080
Total EV         17,900 19,690 21,480
               
Cash at Filing       168 168 168
Plus Cash Flow        2,172 2,172 2,172
Less DIP and Financial Expenses   1,097 1,097 1,097
Less Working Capital     661 661 661
Less Restructuring Expenses     156 156 156
Net Cash          426 426 426
Distribution Value       18,326 20,116 21,906
               
DIP Facility Repay       400 400 400
Residual Value       17,926 19,716 21,506
Investments in non-debtor etities   12,936 12,936 12,936
Value to secured creditors     30,862 32,652 34,442
               
Secured Debt       15,234 15,234 15,234
Recovery Rate       100% 100% 100%
Value to unsecured creditors     15,628 17,418 19,208
               
Unsecured creditors     6,588 6,588 6,588
Recovery rate       100% 100% 100%
Equity Vales       9,040 10,830 12,620
               
Shares Outstanding       313 313 313
Price         29 35 40

Valuation With the information provided on the post-petition monthly operating report along with the cash flow forecast released on May 22, I was able to come up with a model that estimates General Growth Properties’ price upon emergence in June 2010. From the filing date up to October 31st, the debtors generated 960 mm in NOI, which is calculated as total revenue minus real estate taxes minus repairs and maintenance minus property operating costs. At emergence, the Company will have produced 1,700 mm in NOI in the worst case scenario and 2,040 mm or 20% more, in the best case scenario. I used a 10% capitalization rate to arrive at the EV, which is conservative considering that Simon Property Group (SPG) is currently trading with a 9.00% cap rate and that’s expected to drop to 8.50% in 2010 and 8.00% in 2011 based on projected NOI and EV. Remember that just a couple of years ago, REITs used to be valued with a 7.50%-8.00% cap rate. The total EV, including non-debtors, will be 17,900 mm in the worst case scenario and 21,480 mm on the best case scenario. I estimated that non-debtors will contribute from 90 mm to108 mm in NOI.

Post-petition cash flow The 8K released on May 22, 2009 provides a nice cash flow forecast on a consolidated basis, which includes debtors and non-debtors. The Company will generate 2,172 mm in cash from operations which includes revenue from mall/offices, Master Planned Communities and property management fees. Financing related expenses will amount to 1,097 mm, which include a cash inflow from the DIP loan of 400 mm and DIP related expenses like a commitment fee of 15 mm, a 3.00% exit fee and interest charges. Inclusive is a charge of 213 mm related to the repayment of the Goldman Loan and various interest charges and principal amortizations. Other expenses are working capital and restructuring fees that will amount to 661 mm and 156 mm. The net cash flow balance from petition date up to emergence on June 2010 will be 426 mm.

Equity Value The total EV available to secured creditors is the sum of the debtors’ residual value and investments in non-debtors, which are assets that operate outside of the provision of Chapter 11. Secured creditors are mortgages secured by properties and unsecured creditors represent outstanding notes like the 2,245 mm of Rouse Bonds, 1,550 mm of GGP LP Notes, 206 mm TRUPS and 2,577.5 mm in revolver and term loan. The Junior Sub notes were repurchased with the proceeds from the sale of TRUPS. The residual equity value ranges from 9,040 mm to 12,620 mm, which is enormous given the fact that the Company is in financial distress. But this is a unique case of bankruptcy, where non-debtors’ assets account for a large part of the company, which is why the equity is trading at almost 10 dollars a share. But I believe there is more upside from the current level, and in the worst case scenario, the Company will be trading at 29 dollars per share, an annualized IRR of 43% from today’s closing price of 9.50 dollars a share.

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