Friday, May 7, 2010

It's best and final time

I remember the first time I heard the term "best and final" as a lawyer. My client was trying to lease space to the federal government and the contracting officer asked for best and final offers.  It was as if all the previous negotiating was just a game.  And maybe it was.

And maybe it is with the GGP saga.  Simon has said its latest $20 offer is best and final and that it would walk if a bankruptcy hearing goes forward today as scheduled. (Is that true? Your guess is as good as mine.)  They also upped the recap offer by a dollar.  We should know more about a postponement very soon, and I will tweet that information once it is known.

What I find interesting in the story is, almost predictably, buried in the penultimate graf: "The two sides have also been working to put together merger documents so they are ready to go should a deal be reached, the source said."  We all knew or assumed the due diligence was basically done, but M&A documents take time and a lot of money to negotiate and put together.  So obviously there is some teeth to all this if the source in the story is in fact correct.  Lawyers are not cheap and M&A agreements are not short.

One way or another, this should come to an end soon.  Simon supposedly has all its cards on the table and the Brookfield offer expires next week.  That low-slung block of a building on North Wacker is either going to be very happy or somewhat disconsolate -- depending on what the board decides to to -- pretty darn soon.

UPDATE: This report says that GGP is expected to ask the Brookfield recap be approved by the court today.  I think independence has always been in the mind of the company and the Brookfield offer keeps the doors open on Wacker. 

And the pot is sweetened as follows: "William Ackman's Pershing Square Capital Management, which has committed to invest in General Growth alongside Brookfield, agreed to forgo its interim warrants, reducing the overall package by 14 percent."

What the heck. Ackman bought into GGP at what price? I think he can afford this concession.

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