CHICAGO, Jan. 17, 2012 /PRNewswire/ -- On
January 12, 2012, General Growth
Properties, Inc. (NYSE: GGP) distributed (the "Distribution") its
shares in RPI to the shareholders of record as of the close of
business on December 30, 2011 (each a
"GGP Shareholder"). GGP Shareholders were entitled to receive
approximately 0.0375 shares of RPI common stock for each GGP common
share (representing a distribution ratio of 1:26.66) held as of
December 30, 2011.
Tax Treatment of the Distribution. GGP intends to
report the Distribution of RPI common stock as a taxable dividend
for U.S. federal income tax purposes. Shareholders will be treated
as receiving a taxable dividend upon the Distribution equal to the
fair market value of the RPI common stock (and cash in lieu of
fractional shares of such common stock) received in the
Distribution and will take an adjusted basis, for federal income
tax purposes, in such shares equal to the fair market value of such
shares based on the market price on the date of the Distribution.
The fair market value for federal income taxes of RPI common
stock based on the volume weighted average price during
January 12, 2012, was approximately
$11.3612 per share (equivalent to
$0.426 per GGP common share based on
the distribution ratio of 1:26.66; Source: Bloomberg).
The basis in shares held by GGP shareholders will not be altered as
a result of the Distribution.
The tax law requires shareholders to retain records with respect
to the Distribution, including information regarding the amount,
basis and fair market value relating to the RPI common shares
distributed. Shareholders may have additional reporting obligations
to the Internal Revenue Service and/or other tax authorities.
CONSULT YOUR TAX ADVISOR
This notice contains a general explanation of certain U.S.
federal income tax consequences of the Distribution for GGP
Shareholders. The information contained in this notice
represents GGP's general understanding of the application of
certain existing U.S. federal income tax laws and regulations
relating to the Distribution. It does not constitute tax advice and
does not purport to be complete or describe the consequences that
may apply to particular categories of GGP Shareholders (including,
but not limited to, individuals who received GGP common shares upon
the exercise of employee options or otherwise as
compensation). Shareholders are urged to consult their tax
advisor regarding the particular consequences of the Distribution,
including the applicability and effect of all U.S. federal, state
and local and foreign tax laws.
GGP urges shareholders to read the Information Statement dated
as of December 30, 2011, as filed by
RPI as Exhibit 99.1 to its Current Report on Form 8-K on
December 30, 2011, noting especially
the discussion under the heading "Material United States Federal
Income Tax Consequences—Taxation of the Distribution."
IRS CIRCULAR 230 NOTICE: TO ENSURE COMPLIANCE WITH IRS
CIRCULAR 230, SHAREHOLDERS ARE HEREBY NOTIFIED THAT: (A) ANY
DISCUSSION OF U.S. FEDERAL TAX ISSUES CONTAINED OR REFERRED TO IN
THIS COMMUNICATION IS NOT INTENDED OR WRITTEN TO BE USED, AND
CANNOT BE USED, BY SHAREHOLDERS FOR THE PURPOSE OF AVOIDING
PENALTIES THAT MAY BE IMPOSED ON THEM UNDER THE INTERNAL REVENUE
CODE; (B) SUCH DISCUSSION IS WRITTEN IN CONNECTION WITH THE
PROMOTION OR MARKETING BY GGP OF THE TRANSACTIONS OR MATTERS
ADDRESSED HEREIN; AND (C) SHAREHOLDERS SHOULD SEEK ADVICE BASED ON
THEIR PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISOR.
ABOUT GGP
General Growth Properties, Inc. owns or has an interest in 136
regional shopping malls comprising approximately 140 million square
feet of gross leasable area in the United
States. GGP is headquartered in Chicago, Illinois and is publicly traded on
the NYSE under the symbol GGP. For further information please
visit the GGP website at www.GGP.com.
INVESTORS:
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MEDIA:
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Kevin
Berry
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David
Keating
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kevin.berry@ggp.com
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david.keating@ggp.com
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(312)
960-5529
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(312)
960-6325
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SOURCE General Growth Properties, Inc.