The Dirt Lawyer's Blog Archive

Okay, now things get serious on the GGP front. (IIRC, this was also brought up in February, so have they been doing due diligence all this time?) And people on Wacker Drive may not be thrilled because they know or at least think having the guys from Indy and their hedge funds looking over their shoulders does not bode well over the long term.  And that assumes they don't buy the company. According to Bloomberg Businessweek: Blackstone’s “No. 1 focus has been on being our partner if we’re able to buy the company,” Simon said from the Milken Institute Global Conference in Beverly Hills, California. “But I think they are considering whether they want to buy some stock as part of a recap as well.” The latest recap offer apparently keeps Simon below 20% voting rights. I'm not sure that matters. They would be in the game. All this bargaining does not mean the sector is out of the woods.  The WSJ sort of reminds us of that today in this story of REIT stocks going up even though

I will probably skip most or all of Tuesday at ICSC, as I will have my family with me and want to do some non-work things with them before Memorial Day. But I will be Vegas from Friday on, and I am certainly planning to stop by the booths where people have invited me to visit.  If you follow me on Twitter I will note my whereabouts. On Monday from 5-6 PM, I will be part of a Tweetup, a meeting of people who are on Twitter, being hosted by Dealmakers Magazine at Booth #S283 Q Street.  Many thanks to Anthony Pingicer for putting this on for all of us. I understand there will be a limit on the number of people they can host, but you can RSVP at http://event.pingg.com/ReconTweetup .  Hope to see you there!

This post is a mix of politics and real estate.  I usually do not talk much of the former on the blog, but I feel impelled to do so today.  So stop reading now if you are not into that. I usually watch Sam Zell's thoughts on the market carefully because I have a theory that you should never bet against Sam.  But I blew it on this one, until now, as I missed what he had to say at ULI last week. Per NREI , Mr. Zell remains bullish on the US markets. But here is the quote: “I continue to be an optimist about the U.S., if no other reason than I think we are going to alter the current political situation. If the current political situation is indicative of the next half century, I think we’re screwed.” Screwed? Wow. It is no secret that Zell has been a critic of President Obama. Check out this juicy statement in Crain's : "Zell said he saw similarities that are "a little eerie" between Nero's Rome and the United States of 2010." And then to what he sees a

So the latest letter from David Simon to Adam Metz is on the street .  They will jump into the recapitalization with $2.5 billion, together with another $1 billion from Paulson & Co. They say this is a better deal than is currently on the table in that they are not seeking warrants, and that they are also willing to work with the other bidders on a recap.  Finally, they expressed a continued interest in a financed acquisition of the company. (Thanks to Traffic Court for its summary of the situation .) The letter also says, "Simon’s voting interest in GGP would generally be limited to 20% of the outstanding shares." That probably keeps the FTC off their backs, but I am no corporate expert by any means. At the risk of crystal-balling, what I do see is this: GGP will not want Simon as a major shareholder for very long. Everyone knows that. So, they either get rid of Simon -- sooner or later -- by dumping off some of the properties Simon is coveting. That is my immediate sho

I found it hard to believe that Simon was going to pull out of the GGP bidding just because of antitrust concerns. It knew that had to be coming from the start. If there was a real reason it might have been more like, oh, we lost our chance to get the company cheaply and can deploy our powder elsewhere or something else. The latest is that a revised bid is not off the table and that there could be a deal to dump some assets to make the deal work and keep the FTC off everyone's back. Simon of course covets some of GGP's trophy properties, as would any sane person in the shopping center business.  So let's see if that revised bid is forthcoming and what it says. And for those of you who sold the news yesterday, let's see where the ticker winds up now.

Wow -- three years of blogging this Sunday.  Since I do not plan to write this weekend, I want to take a moment now to reflect on what the past three years have meant to me. First and foremost, blogging has been fun and educational. I truly believe that, thanks to reading more, writing more, and interacting with pros in the business I have become a better adviser to my clients. Yes, the technical lawyering and drafting and stuff is very important. But I have learned much by trying to put on the glasses of your client and thinking practically, while also keeping that lawyer hat on.  That said, I know I am not the business guy, but I also think I can give better advice while at least keeping in mind that side of the coin. You just do the best you can. I have also changed as a blogger, and hopefully for the better.  I get more news and posting from Twitter now than I do from the news or from other blogs. I do not know whether that is good or bad, but I know it is the reality of the situat

I had to take the plunge and moderate comments today. There has simply been too much spam and junk that I do not want any of you to have to read. I do not generate -- nor do I expect to generate -- a lot of commenting on this blog anyway, so I should be able to post them fairly quickly should you decide you have something to say. Comments actually related to my posts are, of course, always welcome. I know regular, loyal readers will understand, and I thank you for that!

I had lunch last week with a local reader of my blog; it turns out we have a mutual friend in the business. I had a great time and I look forward to doing it again. I'm telling you this because of a great story that my lunch companion shared with me, one which, with his permission, I want to share with you. My friend at one time represented a large real estate developer and landlord in commercial evictions, typically for retail deals with mom and pop tenants. He looked at the leases as a litigator might, and asked his client, the general counsel, why the landlord reps were not getting more guarantees, more security deposits and other terms that might help the landlord mitigate its damages if the tenant defaulted under the lease. The GC -- a savvy guy in my opinion based on the way I heard the story, said that my friend was only looking at the bad deals. There were also many good leases, and if there were not some bad ones out there then the landlord reps may not be prospecting hard