KIRKLAND & ELLIS LLP 300 North LaSalle Chicago, Ilinois 60654 Telephone: (312) 862-2000 Facsimile: (312) 862-2200 James H.M. Sprayregen, P.C. Anup Sathy, P.C. (pro hac vice pending) Proposed Co-Attorneys for Certain Subsidiary Debtors and Debtors in Possession UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK --------------------------------------------------------------- x In re Chapter 11 Case No. GENERAL GROWTH 09 - ( ) PROPERTIES, INC., et aI., (Joint Administration Requested) Debtors. --------------------------------------------------------------- x DEBTORS' APPLICATION PURSUANT TO SECTIONS 327(a) AND 328(b) OF THE BANKRUPTCY CODE AND RULE 2014(a) OF THE FEDERAL RULES OF BANKRUPTCY PROCEDURE FOR AUTHORIZATION TO EMPLOY AND RETAIN KIRKLAND & ELLIS LLP AS CO-ATTORNEYS FOR THE DEBTORS NUNC PRO TUNC TO THE COMMENCEMENT DATE TO THE HONORABLE UNITED STATES BANKRUPTCY JUDGE: The above-captioned debtors other than the Specified Debtors (as defined herein), as debtors and debtors in possession (collectively, the "Debtors"), i submit this application (the "Application") for the entry of an order, substantially in the form attached hereto as Exhibit "B", to employ and retain Kirkland & Ellis LLP ("K&E") as their co-attorneys effective i A list of the Debtors in these chapter 11 cases, along with the last four digits of each Debtor's federal tax identification number, is attached hereto as Exhibit "A". K&E i 4235536. nunc pro tunc to the Commencement Date (as defined herein). In support ofthis Application, the Debtors submit the Declaration of James H.M. Sprayregen, P.C., a partner at K&E (the "Sprayregen Declaration"), which is attached hereto as Exhibit "C". In further support of this Application, the Debtors respectfully state as follows. I. BACKGROUND 1. Commencing on April 16, 2009 (the "Commencement Date") and continuing thereafter, the Debtors each commenced a voluntary case under chapter 11 of title 11 of the United States Code (the "Bankruptcy Code"). The Debtors are authorized to operate their business and manage their properties as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankptcy Code. Contemporaneously herewith, the Debtors filed a motion seeking joint administration oftheir chapter 11 cases pursuant to Rule 1015(b) of the Federal Rules of Bankptcy Procedure (the "Bankruptcy Rules"). II. THE DEBTORS' BUSINESS 2. General Growth Properties, Inc. is a publicly-traded real estate investment trust ("REIT") headquartered in Chicago, Ilinois. General Growth Properties, Inc., along with its approximately 750 debtor and non-debtor subsidiaries and affiliates (collectively, the "GGP Group")2 comprise one ofthe largest shopping center REITs in the United States, measured by the number of shopping centers it owns and manages. General Growth Properties, Inc. is the general partner of GGP Limited Parnership ("GGP LP"), which is the 2 GGP owns 96% of GGP LP, and outside parties hold the remaining 4 percent. Consequently, while the Debtors refer to subsidiares owned directly or indirectly by GGP and GGP LP as "wholly owned," a small percentage of GGP LP actually is held by outside parties. 2 K&E 14235536. entity through which substantially all ofthe GGP Group's business is conducted. GGP LP, in turn, owns or controls, directly or indirectly, GGPLP L.L.C., The Rouse Company L.P., and General Growth Management, Inc. Each ofGGP LP, GGPLP L.L.C. and The Rouse Company L.P. are debtors in these chapter 11 cases. General Growth Management, Inc. is a non-Debtor affiliate which provides management and other services to the GGP Group, to certain joint ventures of the GGP Group, and to third parties in which the GGP Group does not hold an ownership interest. 3. The GGP Group operates its business on an integrated basis with centralized administration, leasing and management functions that enable the GGP Group to achieve operating efficiencies and revenue enhancement benefiting the overall enterprise. The Debtors include various wholly owned holding companies and project level operating companies. The non-Debtor subsidiaries and affiliates similarly include various holding companies, management companies, and project level operating companies, as well as all of the joint venture operations. 4. For purposes of public financial reporting, GGP divides its operations into two business segments: (a) Retail and Other, which includes the operation, development and management of shopping centers, office buildings, and other commercial properties, and is the GGP Group's primary business; and (b) Master Planned Communities, which includes the development and sale of land, primarily in large-scale, long-term community development projects. The net operating income ("NO I") for GGP's Retail and Other segment was $2.59 bilion in 2008, a 4.5 percent increase over 2007. The NOI for the substantially smaller Master Planned Communities decreased from prior years and was approximately $29 milion in 2008. 3 K&E 14235536. A. Retail and Other 5. The GGP Group owns a portfolio of more than 200 regional shopping centers located in major and middle markets throughout 44 states, including joint venture interests in approximately 48 shopping centers. The GGP Group also owns non-controlling interests in two international joint ventures that own shopping centers in Brazil and Turkey. The shopping centers in which the GGP Group has an ownership interest, or for which it has management responsibility, have approximately 200 milion square feet of space and contain over 24,000 retail stores, department stores, restaurants, and other amenities. 6. The primary source of revenue for the Retail and Other segment is tenant rent. The GGP Group's retail leases generally include both a base rent component and a charge for the tenant's share of expenses associated with the operation of the applicable shopping center, such as real estate taxes, utilities, insurance, maintenance costs, security costs, and other general operating expenses. Many ofthe retail leases also contain scheduled increases during the term of the lease and an overage rent provision under which the tenant may be required to pay additional rent based upon its annual sales. With respect to shopping center properties owned by, or in joint ventures with, third parties, the GGP Group generally conducts its property management activities through General Growth Management, Inc. Consequently, in addition to its rental income, the GGP Group's Retail and Other segment also reports revenue earned from such property management services, as well as from strategic partnerships, advertising, sponsorship, vending machines, parking services, and the sale of gift cards. 4 K&E 14235536. B. Master Planned Communities 7. In addition to its core shopping center business, the GGP Group also owns and develops large-scale, long-term master planned communities. GGP Group has five master planned communities located in and around Columbia, Maryland; Summerlin, Nevada; and Houston, Texas. These communities contain approximately 18,500 saleable acres ofland. They feature residential, retail, office and mixed-use components as well as schools, civic spaces and other amenities including parks, lakes, golf courses, and wilderness trails. The master planned community segment's revenue is generated primarily from the sale of improved land to homebuilders and commercial developers. C. Financials 8. As of December 31, 2008, the GGP Group as a whole reported approximately $29.6 billion in total assets and approximately $27.3 bilion in total liabilities (including the GGP Group's proportionate share of joint venture indebtedness). Of the $27.3 billon in total liabilities, $24.85 billion represents the aggregate consolidated outstanding indebtedness of consolidated entities, which includes $6.58 bilion in unsecured, recourse indebtedness and $18.27 bilion in debt secured by properties. For 2008, the GGP Group reported consolidated revenue of approximately $3.4 bilion and net cash from operating activities of$555.6 milion. The GGP Group employs approximately 3,700 people. Additional information regarding the Debtors' businesses, capital structure, and the circumstances leading to the filing ofthese chapter 11 cases are set forth in the supporting declarations (collectively, the "Declarations") filed on the Commencement Date, including the Declaration of James A. Mesterharm Pursuant to Local Bankptcy Rule 1007-2 (the "First Dav Declaration"), which are incorporated by reference herein. 5 K&E 14235536. III. JURISDICTION 9. This Court has subject matter jurisdiction to consider and determine this matter pursuant to 28 U.S.C. § 1334. This is a core proceeding pursuant to 28 U.S.C. § 157(b). Venue is proper before this Court pursuant to 28 U.S.C. §§ 1408 and 1409. IV. RELIEF REQUESTED 10. By this Application, the Debtors seek the entry of an order pursuant to sections 327(a) and 330 ofthe Bankptcy Code, Bankptcy Rules 2014(a) and 2016, and Rules 2014-1 and 2016-1 of the Local Bankptcy Rules for the Southern District of New York (the "Local Bankruptcy Rules") authorizing the employment and retention of K&E as their co-attorneys in accordance with the terms and conditions set forth in that certain engagement letter between GGPLP L.L.c., one of the above-captioned Debtors, and K&E, dated as of December 28,2008 (the "En2a2ement Letter"), a copy of which is attached as Exhibit "1" to Exhibit "B" attached hereto and incorporated herein by reference. 11. The Debtors have also filed an application to retain and employ W eil, Gotshal & Manges LLP ("WG&M") as their co-attorneys pursuant to sections 327(a) and 330 of the Bankruptcy Code, Bankrptcy Rules 2014(a) and 2016, and Local Bankruptcy Rules 2014-1 and 2016-1. Subject to the Court's approval, and as set forth more fully below, WG&M will also serve as exclusive attorneys to the Specified Debtors. K&E and WG&M have established specific process management tools to ensure full coordination between WG&M and K&E, including, among other things, use of a single "work-in-progress" mechanism to track all restructuring-related tasks, project tracking chars and frequent conference calls between the 6 K&E 14235536.