ANIMAS VALLEY MALL, GRAND TETON MALL, GRAND TETON PLAZA, & SALEM CENTER:
Price-ASG L.L.C. (DE) (Case No. 09-12231), the owner of property known as (i) Animas Valley Mall, (ii) Grand Teton Mall & Plaza, and (iii) Salem Center, and wholly owned by Price Development Company, Limited Partnership, is dissolved. Prior to dissolution, Price-ASG L.L.C. forms three new Delaware limited liability companies named, (i) Animas Valley Mall, LLC, (ii) Grand Teton Mall, LLC, and (iii) Salem Center, LLC, and contributes to the capital of each new company a related property. As a result of the dissolution and contribution, the ownership interests of (i) Animas Valley Mall, LLC (new owner of the property known as Animas Valley Mall), (ii) Grand Teton Mall, LLC (new owner of the property known as Grand Teton Mall & Plaza), and (iii) Salem Center, LLC (new owner of the property known as Salem Center), are now owned by Price Development Company, Limited Partnership.
E-1 PRICE-ASG L.L.C. Animas Valley Mall Corporate Restructure Process (Farmington, NM) General Growth Properties, Inc. Grand Teton Mall & Plaza ~96% (Idaho Falls, ID) GP Outside Limited Partners Salem Center (Salem, OR) KEY: GGP Indicates Debtor not emerging from Bankruptcy Limited ~4% LP Indicates entity/entities emerging from Bankruptcy Partnership
~ 90.7% Common Indicates change of entity type Managing Member Outside preferred Remaining interests held interests Indicates transfer of Ownership Interests through GGP Holding II, Inc. Indicates entity is eliminated ~ 9.3% GGPLP Common L.L.C. Indicates Merger
Non-related Entity 100%
GGP 18.05774% LP Acquisition, L.L.C.
81.94226% GP Price Development Company, Limited Partnership (MD) 100%
Prior to dissolution Price-ASG L.L.C. forms Price- three new Delaware LLCs and contributes ASG L.L.C. the properties to the new entities.
Three Retail Properties listed above
100% ownership interest unless otherwise indicated E-2 State of Formation for the Entities is Delaware unless otherwise indicated. PRICE-ASG L.L.C. Upon Emergence General Growth Properties, Inc.
~96% GP Outside Limited Partners KEY: GGP Indicates Debtor not emerging from Bankruptcy Limited ~4% LP Indicates entity/entities emerging from Bankruptcy Partnership
~ 90.7% Common Indicates change of entity type Managing Member Outside preferred Remaining interests held interests Indicates transfer of Ownership Interests through GGP Holding II, Inc. Indicates entity is eliminated ~ 9.3% GGPLP Common L.L.C. Indicates Merger
Non-related Entity 100%
GGP 18.05774% LP Acquisition, L.L.C.
81.94226% GP Price Development Company, Limited Partnership (MD) 100%
Animas Grand Salem Valley Mall, LLC Teton Mall, LLC Center, LLC
Animas Valley Mall 100% ownership interest unless otherwise indicated Grand Teton Mall & Plaza Salem Center (Farmington, NM) E-3 State of Formation for the Entities is Delaware unless otherwise indicated. (Idaho Falls, ID) (Salem, OR)
BIRCHWOOD MALL:
Birchwood Mall, LLC (DE) (Case No. 09-12070), is the owner of the mall known as Birchwood Mall and is wholly owned by GGPLP L.L.C. There are no changes to this entity’s ownership structure.
E-3 BIRCHWOOD MALL No Structure Changes Upon Emergence General Growth Properties, Inc.
~96% GP
Outside Limited KEY: Partners Indicates Debtor not emerging from Bankruptcy GGP ~4% LP Indicates entity/entities emerging from Bankruptcy Limited Partnership Indicates change of entity type
Indicates transfer of Ownership Interests ~ 90.7% Common Managing Member Indicates entity is eliminated
Remaining interests held Outside preferred through GGP Holding II, Inc. Indicates Merger interests Non-related Entity ~ 9.3% common GGPLP L.L.C.
Birchwood Mall, LLC
Birchwood Mall (Port Huron, MI)
100% ownership interest unless otherwise indicated E-4 State of Formation for the Entities is Delaware unless otherwise indicated.
CACHE VALLEY MALL & MARKETPLACE:
Cache Valley, LLC (DE) (Case No. 09-12079), is the owner of the malls known as Cache Valley Mall and Cache Valley Marketplace and is wholly owned by Price Development Company, Limited Partnership. There are no changes to this entity’s ownership structure.
E-5 CACHE VALLEY MALL & MARKETPLACE No Structure Changes Upon Emergence General Growth Properties, Inc.
~96% GP Outside Limited Partners GGP KEY: Limited ~4% LP Indicates Debtor not emerging from Bankruptcy Partnership Indicates entity/entities emerging from Bankruptcy ~ 90.7% Common Managing Member
Indicates change of entity type Remaining interests held through GGP Holding II, Inc. Outside preferred Indicates transfer of Ownership Interests interests
Indicates entity is eliminated ~ 9.3% common GGPLP L.L.C. Indicates Merger
Non-related Entity 100% 18.05774% LP
GGP Acquisition, L.L.C.
81.94226% GP Price Development Company, Limited Partnership (MD)
100%
Cache Valley, LLC
Cache Valley Mall & Cache Valley Marketplace (Logan, UT) 100% ownership interest unless otherwise indicated E-6 State of Formation for the Entities is Delaware unless otherwise indicated.
COLONY SQUARE MALL:
Colony Square Mall L.L.C. (DE) (Case No. 09-12088), is the owner of the mall known as Colony Square Mall and is wholly owned by GGP Limited Partnership. There are no changes to this entity’s ownership structure.
E-7 COLONY SQUARE MALL No Structure Changes Upon Emergence
General Growth Properties, Inc.
~96% GP KEY: Indicates Debtor not emerging from Bankruptcy Outside Limited Indicates entity/entities emerging from Bankruptcy Partners
GGP ~4% LP Indicates change of entity type Limited Indicates transfer of Ownership Interests Partnership
Indicates entity is eliminated
Indicates Merger
Non-related Entity
Colony Square Mall L.L.C.
Colony Square (Zanesville, OH)
100% ownership interest unless otherwise indicated E-8 State of Formation for the Entities is Delaware unless otherwise indicated.
COLUMBIANA CENTRE:
GGP-Columbiana Trust (DE) (Case No. 09-12464), the owner of the mall known as Columbiana Centre and wholly owned by GGP/Homart, Inc., is converted to a Delaware limited liability company named Columbiana Centre, LLC.
E-9 COLUMBIANA CENTRE Corporate Restructure Process
General Growth Properties, Inc.
~96% GP Outside Limited Partners KEY: Indicates Debtor not emerging from Bankruptcy GGP ~4% LP Indicates entity/entities emerging from Bankruptcy Limited Partnership
Indicates change of entity type
Indicates transfer of Ownership Interests 100% Common Indicates entity is eliminated
Indicates Merger 116 Preferred Stockholders Non-related Entity GGP/Homart, Inc.
100%
GGP- Columbiana GGP-Columbiana Trust converts to a Trust Delaware limited liability company and changes its name. Columbiana Centre (Columbia, SC)
100% ownership interest unless otherwise indicated E-10 State of Formation for the Entities is Delaware unless otherwise indicated. COLUMBIANA CENTRE Upon Emergence
General Growth Properties, Inc.
~96% GP Outside Limited Partners KEY: Indicates Debtor not emerging from Bankruptcy GGP ~4% LP Indicates entity/entities emerging from Bankruptcy Limited Partnership
Indicates change of entity type
Indicates transfer of Ownership Interests 100% Common Indicates entity is eliminated
Indicates Merger 116 Preferred Stockholders Non-related Entity GGP/Homart, Inc.
100%
Columbiana Centre, LLC
Columbiana Centre (Columbia, SC)
100% ownership interest unless otherwise indicated E-11 State of Formation for the Entities is Delaware unless otherwise indicated.
FOOTHILLS MALL:
GGP-Foothills L.L.C. (DE) (Case No. 09-12137), is the owner of the mall known as Foothills Mall and is wholly owned by GGP Limited Partnership. There are no changes to this entity’s ownership structure.
E-12 FOOTHILLS MALL No Structure Changes Upon Emergence General Growth Properties, Inc.
Outside Limited KEY: ~96% Partners Indicates Debtor not emerging from Bankruptcy GP ~4% LP Indicates entity/entities emerging from Bankruptcy GGP Limited Indicates change of entity type Partnership Indicates transfer of Ownership Interests
Indicates entity is eliminated
Indicates Merger
Non-related Entity
GGP- Foothills L.L.C.
Foothills Mall (Fort Collins, CO)
100% ownership interest unless otherwise indicated E-13 State of Formation for the Entities is Delaware unless otherwise indicated.
MALL OF THE BLUFFS:
Mall of the Bluffs, LLC (DE) (Case No. 09-12194), is the owner of the mall known as Mall of the Bluffs and is wholly owned by GGPLP L.L.C. There are no changes to this entity’s ownership structure.
E-14 MALL OF THE BLUFFS No Structure Changes Upon Emergence
General Growth Properties, Inc.
~96% GP
KEY: Indicates Debtor not emerging from Bankruptcy Outside Limited Indicates entity/entities emerging from Bankruptcy Partners
Indicates change of entity type ~4% LP GGP Indicates transfer of Ownership Interests Limited Partnership Indicates entity is eliminated
~ 90.7% Common Indicates Merger Managing Member
Remaining interests held Non-related Entity Outside preferred through GGP Holding II, Inc. interests
GGPLP ~ 9.3% common L.L.C.
Mall of the Bluffs, LLC
Mall of the Bluffs (Council Bluffs, IA)
100% ownership interest unless otherwise indicated E-15 State of Formation for the Entities is Delaware unless otherwise indicated.
MAYFAIR MALL:
Mayfair Mall, LLC (DE) (Case No. 09-12198), is the owner of the mall known as Mayfair Mall and is wholly owned by GGP Ivanhoe II, Inc. There are no changes to this entity’s ownership structure.
E-16 MAYFAIR MALL No Structure Changes Upon Emergence General Growth Properties, Inc.
~96% GP Outside Limited Partners GGP Limited ~4% LP Partnership KEY: 99% LP Indicates Debtor not emerging from Bankruptcy Rouse Indicates entity/entities emerging from Bankruptcy LLC
1% GP Indicates change of entity type The Rouse Indicates transfer of Ownership Interests Company LP Indicates entity is eliminated
Indicates Merger 120 Preferred Stockholders Non-related Entity GGP Holding, Inc. (REIT)
99.9953082% Common & 480 preferred shares 119 Preferred Stockholders GGP Holding II, Inc. .0046918% (REIT) Common
GGP Ivanhoe II, Inc. (QRS)
Mayfair Mall, LLC
Mayfair Mall and Offices (Wauwatosa, WI)
100% ownership interest unless otherwise indicated E-17 State of Formation for the Entities is Delaware unless otherwise indicated.
MONDAWMIN MALL: Mondawmin Business Trust (MD) (Case No. 09-12474), the owner of the mall known as Mondawmin Mall whose owners are The Village of Cross Keys, LLC (82.34%) and Northwest Associates (17.66%) is eliminated. Elimination to occur pursuant to a merger with and into a newly formed Delaware limited liability company named Mondawmin Mall, LLC, whose members are The Village of Cross Keys, LLC (82.34%) and Northwest Associates (17.66%). As a result of the merger, Mondawmin Business Trust’s ownership of Mondawmin Mall is transferred to Mondawmin Mall, LLC. Immediately following the merger, The Village of Cross Keys, LLC distributes its 82.34% interest in Mondawmin Mall, LLC to its sole member, The Rouse Company Operating Partnership LP. As a result of the distribution, the ownership interests of Mondawmin Mall, LLC are now owned by The Rouse Company Operating Partnership LP (82.34%) and Northwest Associates (17.66%).
E-19 MONDAWMIN MALL General Growth Properties, Inc. Corporate Restructure Process ~96% GP Outside Limited Partners
GGP Limited ~4% LPs Partnership
KEY: Rouse 99% LP Indicates Debtor not emerging from Bankruptcy LLC
Indicates entity/entities emerging from Bankruptcy The 1% GP Rouse Company LP Indicates change of entity type The .99999% GP Indicates transfer of Ownership Interests Rouse Company Indicates entity is eliminated BT, LLC (MD) The Indicates Merger Rouse 99.00001% LP Company Operating Non-related Entity Partnership LP
Emergence Plan Previously Filed
The Northwest Village of Cross JV Keys, LLC (MD) HoldCo, LLC 99% Caselmar, LP
Northwest Associates 1% (MD)
82.34%
Mondawmin 17.66% Business Trust (MD) Mondawmin Business Trust is merged into a new Mondawmin Mall Delaware LLC. (Baltimore, MD)
100% ownership interest unless otherwise indicated Mondawmin E-20 State of Formation for the Entities is Delaware unless otherwise indicated. Borrower, LLC MONDAWMIN MALL General Growth Properties, Inc. Upon Emergence ~96% GP Outside Limited Partners
GGP Limited ~4% LPs Partnership
KEY: Rouse 99% LP Indicates Debtor not emerging from Bankruptcy LLC
Indicates entity/entities emerging from Bankruptcy The 1% GP Rouse Company LP Indicates change of entity type The .99999% GP Indicates transfer of Ownership Interests Rouse Company Indicates entity is eliminated BT, LLC (MD) The Indicates Merger Rouse 99.00001% LP Company Operating Non-related Entity Partnership LP
Emergence Previously Confirmed
Northwest JV HoldCo, LLC
99% Caselmar, LP
1% Northwest 82.34% Associates (MD)
17.66% Mondawmin Mall, LLC
Mondawmin Mall (Baltimore, MD)
Mondawmin 100% ownership interest unless otherwise indicated Borrower, LLC E-21 State of Formation for the Entities is Delaware unless otherwise indicated.
NORTH PLAINS MALL:
North Plains Mall, LLC (DE) (Case No. 09-12205), is the owner of the mall known as North Plains Mall and is wholly owned by Price Development Company, Limited Partnership. There are no changes to this entity’s ownership structure.
E-20 NORTH PLAINS MALL General Growth Properties, Inc. No Structure Changes Upon Emergence ~96% GP
Outside Limited Partners GGP Limited ~4% LP KEY: Partnership Indicates Debtor not emerging from Bankruptcy Remaining interests held ~ 90.7% Common Indicates entity/entities emerging from through GGP Holding II, Inc. Bankruptcy Managing Member Outside preferred interests Indicates change of entity type ~ 9.3% common GGPLP Indicates transfer of Ownership Interests L.L.C.
Indicates entity is eliminated
100% Indicates Merger 18.05774% LP Non-related Entity GGP Acquisition, L.L.C.
81.94226% GP
Price Development Company, Limited Partnership (MD)
100%
North Plains Mall, LLC
North Plains Mall (Clovis, NM)
100% ownership interest unless otherwise indicated E-21 State of Formation for the Entities is Delaware unless otherwise indicated.
NORTHTOWN MALL:
North Town Mall, LLC (DE) (Case No. 09-12208), is the owner of the mall known as NorthTown Mall and is wholly owned by Price Development Company, Limited Partnership. There are no changes to this entity’s ownership structure.
E-22 NORTHTOWN MALL No Structure Changes Upon Emergence General Growth Properties, Inc.
~96% GP Outside Limited Partners GGP ~4% LP Limited KEY: Partnership Indicates Debtor not emerging from Bankruptcy Remaining interests held ~ 90.7% Common through GGP Holding II, Inc. Indicates entity/entities emerging from Bankruptcy Managing Member Outside preferred interests Indicates change of entity type ~ 9.3% common GGPLP Indicates transfer of Ownership Interests L.L.C.
Indicates entity is eliminated
100% Indicates Merger
Non-related Entity 18.05774% LP GGP Acquisition, L.L.C.
81.94226% GP
Price Development Company, Limited Partnership (MD)
North Town Mall, LLC
NorthTown Mall (Spokane, WA)
100% ownership interest unless otherwise indicated E-23 State of Formation for the Entities is Delaware unless otherwise indicated.
OAKWOOD MALL:
Oakwood Hills Mall, LLC (DE) (Case No. 09-12211), is the owner of the mall known as Oakwood Mall and is wholly owned by GGPLP L.L.C. There are no changes to this entity’s ownership structure.
E-24 OAKWOOD MALL No Structure Changes Upon Emergence
General Growth Properties, Inc.
KEY: ~96% GP Indicates Debtor not emerging from Bankruptcy Outside Limited Indicates entity/entities emerging from Bankruptcy Partners
Indicates change of entity type ~4% LP GGP Indicates transfer of Ownership Interests Limited Partnership Indicates entity is eliminated ~ 90.7% Common Indicates Merger Managing Member Outside preferred interests Non-related Entity Remaining interests held through GGP Holding II, Inc.
~ 9.3% common GGPLP L.L.C.
Oakwood Hills Mall, LLC
Oakwood Mall (Eau Claire, WI)
100% ownership interest unless otherwise indicated E-25 State of Formation for the Entities is Delaware unless otherwise indicated.
OWINGS MILLS MALL: Owings Mills Limited Partnership (MD) (Case No. 09-12217), the owner of the mall known as Owings Mills Mall, whose partners are The Rouse Company at Owings Mills, LLC (GP 12.5%) and The Rouse Company Operating Partnership LP (LP 87.5%), is eliminated. Elimination to occur pursuant to a merger with and into a newly formed Delaware limited liability company named Owings Mills Mall, LLC, whose members are The Rouse Company at Owings Mills, LLC (12.5%) and The Rouse Company Operating Partnership LP (87.5%). As a result of the merger, Owings Mills Limited Partnership’s ownership of Owings Mills Mall is transferred to Owings Mills Mall, LLC. Immediately following the merger, The Rouse Company at Owings Mills, LLC, wholly owned by The Rouse Company Operating Partnership LP, is dissolved. As a result of the dissolution, the ownership interests of Owings Mills Mall, LLC, are now wholly owned by The Rouse Company Operating Partnership LP. The Rouse Company at Owings Mills, LLC (MD) (Case No. 09-12244), the sole general partner owning 12.5% of the partnership interests of Owings Mills Limited Partnership and wholly owned by The Rouse Company Operating Partnership LP, is dissolved. Immediately prior to the dissolution, Owings Mills Limited Partnership is merged into a newly formed Delaware limited liability company named Owings Mills Mall, LLC. As a result of the dissolution, the ownership interests of Owings Mills Mall, LLC, are now wholly owned by The Rouse Company Operating Partnership LP. OM Borrower, LLC (DE) (Case No. 09-12214), is the IDOT borrower under the outstanding mortgage loan for Owings Mills Mall and is wholly owned by Owings Mills Limited Partnership. Owings Mills Limited Partnership is merged into a newly formed Delaware limited liability company named Owings Mills Mall, LLC. As a result of the merger, the ownership interests of OM Borrower, LLC are now owned by Owings Mills Mall, LLC.
E-28 General Growth Properties, Inc. OWINGS MILLS MALL Corporate Restructure Process ~96 % GP Outside Limited Partners GGP ~4 % LPs Limited Partnership
Rouse 99% LP LLC KEY: Indicates Debtor not emerging from Bankruptcy 1% GP The Indicates entity/entities emerging from Bankruptcy Rouse Company LP
Indicates change of entity type The Rouse Indicates transfer of Ownership Interests Company BT, LLC (MD) .99999% GP Indicates entity is eliminated 99.00001% LP Indicates Merger The Rouse Company Non-related Entity Operating Partnership LP
The Rouse Company at Owings Mills, LLC (MD) 87.5%LP 12.5% GP
Owings Mills Limited Partnership is merged into a new DE LLC. Owings Mills Limited Partnership (MD) Owings Mills Mall (Owings Mills, MD)
OM Borrower, LLC 100% ownership interest unless otherwise indicated E-29 State of Formation for the Entities is Delaware unless otherwise indicated. General Growth Properties, Inc. OWINGS MILLS MALL Upon Emergence ~96 % GP Outside Limited Partners GGP ~4 % LPs Limited Partnership
Rouse 99% LP LLC KEY: Indicates Debtor not emerging from Bankruptcy 1% GP The Indicates entity/entities emerging from Bankruptcy Rouse Company LP
Indicates change of entity type The Rouse Indicates transfer of Ownership Interests Company BT, LLC (MD) .99999% GP Indicates entity is eliminated 99.00001% LP Indicates Merger The Rouse Company Non-related Entity Operating Partnership LP
100%
Owings Mills Mall, LLC
Owings Mills Mall (Owings Mills, MD)
OM Borrower, LLC
100% ownership interest unless otherwise indicated E-30 State of Formation for the Entities is Delaware unless otherwise indicated.
PIERRE BOSSIER MALL:
Pierre Bossier Mall, LLC (DE) (Case No. 09-12226), is the owner of the mall known as Pierre Bossier Mall and is wholly owned by Price Development Company, Limited Partnership. There are no changes to this entity’s ownership structure.
E-29 PIERRE BOSSIER General Growth Properties, Inc. No Structure Changes Upon Emergence ~96% GP Outside Limited Partners
GGP ~4% LP Limited KEY: Partnership Indicates Debtor not emerging from Bankruptcy Remaining interests held ~ 90.7% Common through GGP Holding II, Inc. Indicates entity/entities emerging from Bankruptcy Managing Member Outside preferred interests Indicates change of entity type ~ 9.3% common Indicates transfer of Ownership Interests GGPLP Indicates entity is eliminated L.L.C.
Indicates Merger
Non-related Entity 18.05774% LP GGP Acquisition, L.L.C.
81.94226% GP Price Development Company, Limited Partnership (MD)
Pierre Bossier Mall, LLC
Pierre Bossier Mall 100% ownership interest unless otherwise indicated (Bossier City, LA) E-30 State of Formation for the Entities is Delaware unless otherwise indicated.
PIONEER OFFICE: Pioneer Office Limited Partnership (MD) (Case No. 09-12228), the owner of the office property known as Pioneer Office, whose partners are Rouse-Portland, LLC (GP 1%), The Rouse Company Operating Partnership LP (LP 98.999505%), and Rouse-Fairwood Development Corporation (LP 0.000495%), is converted to a Delaware limited liability company named Pioneer Office, LLC. Immediately following the conversion, Rouse-Portland, LLC, wholly owned by The Rouse Company Operating Partnership LP, is dissolved. As a result of the dissolution, the ownership interests of the newly converted Pioneer Office, LLC (f/k/a Pioneer Office Limited Partnership), are now held by The Rouse Company Operating Partnership LP (99.999505%) and Rouse-Fairwood Development Corporation (0.000495%). Rouse-Portland, LLC (MD) (Case No. 09-12264), the sole general partner owning 1% of the partnership interests of Pioneer Office Limited Partnership, and wholly owned by The Rouse Company Operating Partnership LP, is dissolved. Immediately prior to the dissolution, Pioneer Office Limited Partnership is converted to Delaware limited liability company named Pioneer Office, LLC. As a result of the dissolution, the ownership interests of the newly converted Pioneer Office, LLC (f/k/a Pioneer Office Limited Partnership), are now held by The Rouse Company Operating Partnership LP (99.999505%) and Rouse-Fairwood Development Corporation (0.000495%).
E-31 PIONEER OFFICE General Growth Properties, Inc. ~96 % GP Corporate Restructure Process Outside Limited Partners GGP ~4 % LPs Limited Partnership
Rouse KEY: LLC 99% LP Indicates Debtor not emerging from Bankruptcy 1% GP Indicates entity/entities emerging from Bankruptcy The Rouse Indicates change of entity type Company LP The Hughes Corporation Indicates transfer of Ownership Interests (TRS 2) The .99999% GP Rouse Indicates entity is eliminated Company BT, LLC (MD)
Indicates Merger The Howard Hughes Corporation The 99.00001% LP (TRS) Rouse Non-related Entity Company Operating Partnership LP
Rouse-Fairwood Development Corporation (MD) (TRS 5) 100%
Rouse- Portland, LLC (MD)
98.999505% LP
.000495% LP 1% GP
Pioneer Office Limited Partnership (MD) Pioneer Office Limited Partnership Pioneer Office converts to a Delaware limited liability (Portland, OR) company. 100% ownership interest unless otherwise indicated E-32 State of Formation for the Entities is Delaware unless otherwise indicated. PIONEER OFFICE General Growth Properties, Inc. Upon Emergence ~96 % GP Outside Limited Partners GGP ~4 % LPs Limited Partnership
Rouse KEY: LLC 99% LP Indicates Debtor not emerging from Bankruptcy 1% GP Indicates entity/entities emerging from Bankruptcy The Rouse Indicates change of entity type Company LP The Hughes Corporation Indicates transfer of Ownership Interests (TRS 2) The .99999% GP Rouse Indicates entity is eliminated Company BT, LLC (MD)
Indicates Merger The Howard Hughes Corporation The 99.00001% LP (TRS) Rouse Non-related Entity Company Operating Partnership LP
Rouse-Fairwood Development Corporation (MD) (TRS 5)
99.999505%
0.000495%
Pioneer Office, LLC
Pioneer Office (Portland, OR) 100% ownership interest unless otherwise indicated E-33 State of Formation for the Entities is Delaware unless otherwise indicated.
PIONEER PLACE:
Pioneer Place Limited Partnership (MD) (Case No. 09-12229), the owner of the mall known as Pioneer Place, whose partners are Rouse-Portland, LLC (GP 1%), The Rouse Company Operating Partnership LP (LP 98.999505%), and Rouse-Fairwood Development Corporation (LP 0.000495%), is converted to a Delaware limited liability company named Pioneer Place, LLC. Immediately following the conversion, Rouse-Portland, LLC, wholly owned by The Rouse Company Operating Partnership LP, is dissolved. As a result of the dissolution, the ownership interests of the newly converted Pioneer Place, LLC (f/k/a Pioneer Place Limited Partnership), are now held by The Rouse Company Operating Partnership LP (99.999505%) and Rouse-Fairwood Development Corporation (0.000495%). Rouse-Portland, LLC (MD) (Case No. 09-12264), the sole general partner, owning 1% of the partnership interests of Pioneer Place Limited Partnership, and wholly owned by The Rouse Company Operating Partnership LP, is dissolved. Immediately prior to the dissolution, Pioneer Place Limited Partnership is converted to Delaware limited liability company named Pioneer Place, LLC. As a result of the dissolution, the ownership interests of the newly converted Pioneer Place, LLC (f/k/a Pioneer Place Limited Partnership), are now held by The Rouse Company Operating Partnership LP (99.999505%) and Rouse-Fairwood Development Corporation (0.000495%).
E-34 PIONEER PLACE General Growth Properties, Inc. ~96 % GP Corporate Restructure Process Outside Limited Partners GGP ~4 % LPs Limited Partnership
Rouse KEY: LLC 99% LP Indicates Debtor not emerging from Bankruptcy 1% GP Indicates entity/entities emerging from Bankruptcy The Rouse Indicates change of entity type Company LP
Indicates transfer of Ownership Interests 100% The .99999% GP Rouse Indicates entity is eliminated Company The Hughes Corporation BT, LLC (MD) (TRS 2) Indicates Merger The 99.00001% LP Rouse Non-related Entity Company Operating Partnership LP The Howard Hughes Corporation (TRS)
Rouse-Fairwood Development Corporation (MD) (TRS 5)
98.999505% LP Rouse- Portland, LLC (MD)
1% GP .000495% LP
Pioneer Place Limited Partnership Pioneer Place Limited Partnership (MD) converts to a Delaware limited liability company. 100% ownership interest unless otherwise indicated Pioneer Place E-35 State of Formation for the Entities is Delaware unless otherwise indicated. (Portland, OR) PIONEER PLACE General Growth Properties, Inc. ~96 % GP Upon Emergence Outside Limited Partners GGP ~4 % LPs Limited Partnership
Rouse KEY: LLC 99% LP Indicates Debtor not emerging from Bankruptcy 1% GP Indicates entity/entities emerging from Bankruptcy The Rouse Indicates change of entity type Company LP
Indicates transfer of Ownership Interests 100% The .99999% GP Rouse Indicates entity is eliminated Company The Hughes Corporation BT, LLC (MD) (TRS 2) Indicates Merger The 99.00001% LP Rouse Non-related Entity Company Operating Partnership LP The Howard Hughes Corporation (TRS)
Rouse-Fairwood Development Corporation (MD) (TRS 5)
99.999505%
0.000495% Pioneer Place, LLC
100% ownership interest unless otherwise indicated Pioneer Place E-36 State of Formation for the Entities is Delaware unless otherwise indicated. (Portland, OR)
SILVER LAKE MALL:
Silver Lake Mall, LLC (DE) (Case No. 09-12271), is the owner of the mall known as Silver Lake Mall and is wholly owned by Price Development Company, Limited Partnership. There are no changes to this entity’s ownership structure.
E-37 SILVER LAKE MALL No Structure Changes Upon Emergence
General Growth Properties, Inc.
~96% GP KEY: Outside Limited Partners Indicates Debtor not emerging from Bankruptcy GGP Indicates entity/entities emerging from Bankruptcy Limited ~4% LP Partnership Indicates change of entity type ~ 90.7% Common Managing Member Indicates transfer of Ownership Interests Remaining interests held Outside preferred through GGP Holding II, Inc. Indicates entity is eliminated interests ~ 9.3% common GGPLP Indicates Merger L.L.C.
Non-related Entity 100% 18.05774% LP
GGP Acquisition, L.L.C.
81.94226% Price GP Development Company, Limited Partnership (MD)
100%
Silver Lake Mall, LLC
Silver Lake Mall (Coeur d’Alene, ID) 100% ownership interest unless otherwise indicated E-38 State of Formation for the Entities is Delaware unless otherwise indicated.
SOUTHWEST PLAZA:
Southwest Plaza L.L.C. (DE) (Case No. 09-12278), is the holder of a leasehold interest in a ground lease for the mall known as Southwest Plaza and is wholly owned by GGPLP L.L.C. There are no changes to this entity’s ownership structure.
Southwest Denver Land L.L.C. (DE) (Case No. 09-12277), is the fee holder of the mall known as Southwest Plaza and is wholly owned by GGPLP L.L.C. There are no changes to this entity’s ownership structure.
E-39 SOUTHWEST PLAZA General Growth Properties, Inc. No Structure Changes Upon Emergence ~96% GP
Outside Limited Partners
GGP ~4% LP Limited KEY: Partnership Indicates Debtor not emerging from Bankruptcy ~ 90.7% Common Indicates entity/entities emerging from Bankruptcy Managing Member Remaining interests held through GGP Holding II, Inc. Outside preferred Indicates change of entity type interests
Indicates transfer of Ownership Interests ~ 9.3% common
Indicates entity is eliminated GGPLP L.L.C. Indicates Merger
Non-related Entity
Southwest Southwest Denver Land Plaza L.L.C L.L.C
Ground Lessor of land on which Southwest Plaza Southwest Plaza is located. (Littleton, CO) GROUND LESSEE (Littleton, CO)
100% ownership interest unless otherwise indicated E-40 State of Formation for the Entities is Delaware unless otherwise indicated.
SPRING HILL MALL:
Spring Hill Mall L.L.C. (DE) (Case No. 09-12279), is the owner of the mall known as Spring Hill Mall and is wholly owned by GGPLP L.L.C. There are no changes to this entity’s ownership structure.
E-41 SPRING HILL MALL General Growth Properties, Inc. No Structure Changes Upon Emergence ~96% GP
Outside Limited Partners
GGP ~4% LP Limited KEY: Partnership Indicates Debtor not emerging from Bankruptcy ~ 90.7% Common Indicates entity/entities emerging from Bankruptcy Managing Member Remaining interests held Outside preferred Indicates change of entity type through GGP Holding II, Inc. interests Indicates transfer of Ownership Interests
Indicates entity is eliminated ~ 9.3% common
Indicates Merger GGPLP L.L.C. Non-related Entity
Spring Hill Mall L.L.C.
Spring Hill Mall (West Dundee, IL)
100% ownership interest unless otherwise indicated E-42 State of Formation for the Entities is Delaware unless otherwise indicated.
THE MALL AT SIERRA VISTA:
Sierra Vista Mall, LLC (DE) (Case No. 09-12269), is the owner of the mall known as The Mall at Sierra Vista and is wholly owned by Price Development Company, Limited Partnership. There are no changes to this entity’s ownership structure.
E-43 THE MALL AT SIERRA VISTA No Structure Changes Upon Emergence General Growth Properties, Inc.
~96% GP
Outside Limited KEY: Partners Indicates Debtor not emerging from Bankruptcy GGP Limited ~4% LP Indicates entity/entities emerging from Bankruptcy Partnership
Indicates change of entity type ~ 90.7% Common Managing Member Indicates transfer of Ownership Interests
Indicates entity is eliminated Remaining interests held Outside preferred through GGP Holding II, Inc. interests
Indicates Merger ~ 9.3% common GGPLP Non-related Entity L.L.C.
100% 18.05774% LP
GGP Acquisition, L.L.C.
81.94226% GP Price Development Company, Limited Partnership (MD) 100%
Sierra Vista Mall, LLC
The Mall at Sierra Vista 100% ownership interest unless otherwise indicated (Sierra Vista, AZ) E-44 State of Formation for the Entities is Delaware unless otherwise indicated.
THE SHOPS AT FALLEN TIMBERS:
Fallen Timber Shops, LLC (DE) (Case No. 09-12106), is the owner of the mall known as The Shops at Fallen Timbers and is wholly owned by GGP Limited Partnership. There are no changes to this entity’s ownership structure.
E-45 THE SHOPS AT FALLEN TIMBERS No Structure Changes Upon Emergence General Growth Properties, Inc.
~96% GP
KEY: Outside Limited Indicates Debtor not emerging from Bankruptcy Partners Indicates entity/entities emerging from Bankruptcy GGP ~4% LP Limited Indicates change of entity type Partnership
Indicates transfer of Ownership Interests
Indicates entity is eliminated
Indicates Merger
Non-related Entity
Fallen Timbers Fallen Timbers Shops II, LLC Shops, LLC
Vacant Land @ The Shops at Fallen Timbers The Shops at Fallen Timbers (Toledo, OH)
100% ownership interest unless otherwise indicated E-46 State of Formation for the Entities is Delaware unless otherwise indicated.
WESTWOOD MALL:
Westwood Mall, LLC (DE) (Case No. 09-12316), is the owner of the mall known as Westwood Mall and is wholly owned by GGP Limited Partnership. There are no changes to this entity’s ownership structure.
E-47 WESTWOOD MALL No Structure Changes Upon Emergence
General Growth Properties, Inc.
~96% GP
KEY: Indicates Debtor not emerging from Bankruptcy Outside Limited Partners Indicates entity/entities emerging from Bankruptcy GGP ~4% LP Indicates change of entity type Limited Partnership Indicates transfer of Ownership Interests
Indicates entity is eliminated
Indicates Merger
Non-related Entity
Westwood Mall, LLC
Westwood Mall (Jacksonville, MI)
100% ownership interest unless otherwise indicated E-48 State of Formation for the Entities is Delaware unless otherwise indicated.
WHITE MOUNTAIN MALL:
White Mountain Mall, LLC (DE) (Case No. 09-12318), is the owner of the mall known as White Mountain Mall and is wholly owned by Price Development Company, Limited Partnership. There are no changes to this entity’s ownership structure.
E-49 WHITE MOUNTAIN MALL No Structure Changes Upon Emergence
General Growth Properties, Inc.
~96% GP
KEY: Outside Limited Partners Indicates Debtor not emerging from Bankruptcy GGP Indicates entity/entities emerging from Bankruptcy Limited ~4% LP Partnership Indicates change of entity type ~ 90.7% Common Indicates transfer of Ownership Interests Managing Member Other interest through Outside preferred GGP Holding II, Inc. Indicates entity is eliminated interests ~ 9.3% GGPLP Indicates Merger common L.L.C.
Non-related Entity 100% 18.05774% LP
GGP Acquisition, L.L.C.
81.94226% GP Price Development Company, Limited Partnership (MD)
100%
White Mountain Mall, LLC
White Mountain Mall (Rock Spring, WY) 100% ownership interest unless otherwise indicated E-50 State of Formation for the Entities is Delaware unless otherwise indicated.