General Growth Properties Inc., owner of the Maine Mall in South Portland, said it plans to split itself into two companies with the help of $2.625 billion in funding from Brookfield Asset Management Inc., setting off a bidding war for the nation’s second-largest mall operator.

The plan, which requires a bankruptcy judge’s approval, would give equity holders in the mall operator $15 a share for stakes in the two companies — essentially a ”good” company that holds about 200 shopping centers and a ”bad” company that holds General Growth’s riskier investments. Unsecured creditors would be paid in full with interest.

The complex plan follows an unsolicited $10 billion bid from rival mall operator Simon Property Group Inc. last week. That plan would likewise pay unsecured creditors in full and give shareholders $9 a share.

General Growth described Brookfield’s funding as a ”cornerstone investment” that would give the Chicago-based mall operator support to raise up to another $5.8 billion needed to exit Chapter 11 bankruptcy.

The Brookfield-sponsored recapitalization ”provides a strong financial foundation for the future,” said General Growth CEO Adam Metz. ”In addition, (General Growth) shareholders will be able to participate in the value-creation opportunity presented by this plan.”

In most Chapter 11 reorganizations, there isn’t enough money left for shareholders after paying the creditors, who under the law are first in line.

Under the terms, Toronto-based Brookfield would own about 30 percent of General Growth.

Shareholders would receive one new General Growth share worth $10 plus one share in a separate company called General Growth Opportunities with an initial value of $5.

General Growth filed for Chapter 11 bankruptcy protection in April.


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