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As filed with the Securities and Exchange Commission on November 17, 2010

Registration No. 333-170239

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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Amendment No. 1 to
FORM S-11
FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933
OF SECURITIES OF CERTAIN REAL ESTATE COMPANIES

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General Growth Properties, Inc.
(formerly known as New GGP, Inc.)
(Exact name of registrant as specified in governing instruments)

General Growth Properties, Inc.
110 N. Wacker Drive
Chicago, IL 60606
(312) 960-5000
(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant's Principal Executive Offices)

Adam Metz
Chief Executive Officer
New GGP Inc.
110 N. Wacker Drive
Chicago, IL 60606
(312) 960-5000
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent For Service)

Copies to:

Matthew D. Bloch, Esq.
Heather L. Emmel, Esq.
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, New York
(212) 310-8000 (Phone)
(212) 310-8007 (Fax)

Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this Registration Statement.

         If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the "Securities Act"), check the following box.    ý

         If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

         If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

         If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

         If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box.    o

         Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of "accelerated filer," "large accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

(Continued on following page)

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CALCULATION OF REGISTRATION FEE

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(1)

Pursuant to Rule 416, the securities being registered hereunder include such indeterminate number of additional shares of common stock as may be issuable as a result of stock splits, stock dividends, recapitalizations, anti-dilution adjustments or similar transactions.

(2)

Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(o) promulgated under the Securities Act.

(3)

Represents shares of our common stock issued to (i) affiliates of Brookfield Asset Management, Inc. (and its designees, as applicable, the "Brookfield Investor"), (ii) Blackstone Real Estate Partners VI L.P. ("Blackstone") and its permitted assigns, (together with Blackstone, the "Blackstone Investors") and (iii) Teacher Retirement System of Texas ("Texas Teachers") pursuant to the investment agreements and the designation described in the registration statement.

(4)

Pursuant to Rule 457(c), the proposed maximum aggregate offering price for the common stock is the product of (x) 327,788,121 (the number of shares of common stock issued to Brookfield Investor, the Blackstone Investors and Texas Teachers being registered hereby) and (y) $14.73 (the average of the high and low sales prices reported on the New York Stock Exchange on November 16, 2010).

(5)

Represents warrants to acquire 62,500,000 shares of our common stock to be issued to Brookfield Investor and the Blackstone Investors pursuant to the investment agreements and designation described in the registration statement.

(6)

Pursuant to Rule 457(g) promulgated under the Securities Act, no separate registration fee is required for the warrants being offered hereby because the warrants are being registered on the same registration statement as the common stock underlying the warrants.

(7)

Includes 62,500,000 shares of our common stock issuable upon the exercise of warrants to be issued to the Plan Sponsors and the Blackstone Investors pursuant to the investment agreements described in this registration statement.

(8)

Pursuant to Rule 457(g) promulgated under the Securities Act, the maximum aggregate offering price is based on (i) the initial exercise price of $10.75 per share for the Brookfield Investor warrants to purchase up to 57,500,000 shares of common stock, and (ii) the initial exercise price of $10.50 per share for one-half of the Blackstone Investors warrants to purchase up to 5,000,000 shares of common stock and the initial exercise price of $10.75 per share for the remaining one-half of the Blackstone Investors warrants.

(9)

Includes 1,828,369 shares of our common stock issuable upon the exercise of stock options to acquire our common stock held by certain of the selling stockholders named in this registration statement.

(10)

The proposed maximum aggregate offering price is based upon $14.73 per share (the average of the high and low sales prices reported on the New York Stock Exchange on November 16, 2010).

(11)

Previously paid.

         The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

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The information in this prospectus is not complete and may be changed. The selling stockholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission relating to these securities is effective. This prospectus is not an offer to sell these securities and it is not a solicitation of an offer to buy these securities in any jurisdiction where such offer, solicitation or sale is not permitted.

SUBJECT TO COMPLETION, DATED NOVEMBER 17, 2010

Preliminary Prospectus

General Growth Properties, Inc.

392,116,490 shares of Common Stock

Warrants to purchase up to 62,500,000 shares of Common Stock

        This prospectus relates solely to the resale by the selling stockholders identified in this prospectus of up to an aggregate of (i) 392,116,490 shares of common stock of General Growth Properties, Inc., formerly New GGP, Inc. and referred to in this prospectus as "New GGP." $0.01 par value per share, consisting of 327,788,121 shares of common stock issued pursuant to the investment agreements and the designation described herein, 62,500,000 shares of common stock issuable upon exercise of the warrants described herein and 1,828,369 shares of common stock issuable upon exercise of certain outstanding stock options and (ii) 62,500,000 warrants to acquire common stock of New GGP.

        The selling stockholders identified in this prospectus (which term as used herein includes their pledgees, donees, transferees or other successors-in-interest) may offer the shares or warrants from time to time as they may determine through public transactions or through other means and at varying prices as determined by the prevailing market price for shares or in negotiated transactions as described in the section entitled "Plan of Distribution" beginning on page 193.

        We do not know when or in what amount the selling stockholders may offer the shares for sale. On November 10, 2010, New GGP's common stock began trading on the New York Stock Exchange ("NYSE") under the symbol "GGP." New GGP's warrants are not currently listed on any exchange or quotation system. We do not intend to list the warrants on any exchange; accordingly, there will not be, and there is not currently, an established market price for the warrants. We expect that the offering price for the warrants will be based on the relationship between the exercise price of the warrants and the prevailing market price for our common stock at the time of sale. The closing price for our common stock on the NYSE on November 16, 2010 was $14.31.

        We will not receive any of the proceeds from the sale of these shares of our common stock or the warrants by the selling stockholders.

        Investing in shares of our common stock or the warrants involves risks. See "Risk Factors" beginning on page 17 to read about factors you should consider before buying shares of our common stock or the warrants.

        Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

This prospectus is dated                        , 2010.

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        You should rely only on the information contained in this prospectus. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus is only accurate as of the date on the front cover of this prospectus. Our business, financial condition, results of operations and prospects may have changed since that date. Neither the delivery of this prospectus nor any sale made hereunder will under any circumstances imply that the information herein is correct as of any date subsequent to the date on the front cover of this prospectus.

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EXPLANATORY NOTE

        New GGP, the issuer of the common stock and warrants registered hereby, was a newly-formed, indirect finance subsidiary of GGP, Inc., formerly General Growth Properties, Inc. ("Old GGP"), and prior to Old GGP's emergence from bankruptcy (as described below) did not have any operations or material assets or liabilities. Upon Old GGP's emergence from bankruptcy on November 9, 2010 and pursuant to a series of restructuring transactions contemplated by the plan of reorganization (the "Plan") in connection with the emergence from bankruptcy of Old GGP and certain of its subsidiaries:

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New GGP became the indirect parent corporation of Old GGP;



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New GGP was renamed General Growth Properties, Inc. and Old GGP will continue to exist and was renamed GGP, Inc.;



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New GGP became the successor registrant to Old GGP and will file Exchange Act reports in lieu of Old GGP; and



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New GGP's common stock was listed on the NYSE under the symbol "GGP."

        This registration statement includes the financial statements and other financial data of Old GGP, which is the predecessor to New GGP, the issuer of the common stock and warrants being registered hereby.

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PROSPECTUS SUMMARY

        This section summarizes information contained elsewhere in this prospectus and is qualified in its entirety by the more detailed information and consolidated financial statements included elsewhere in this prospectus. You should carefully review this entire prospectus, including the risk factors, the consolidated financial statements and the notes thereto, and the other documents to which this prospectus refers before making an investment decision.

        The description of our business in this prospectus is presented on a pro forma basis after giving effect to the consummation of the Plan (defined below) as more fully described under "Unaudited Pro Forma Condensed Consolidated Financial Information," including the distribution of THHC, as described below. However, except as otherwise explicitly stated, the historical consolidated financial information and data and accompanying consolidated financial statements and the related notes thereto contained in this prospectus reflect the actual historical consolidated results of operations and financial condition of Old GGP (defined below) for the periods presented and do not give effect to, among other things, the consummation of the Plan, including the distribution of THHC or the other transactions described in this prospectus.

        As used herein, "Old GGP" refers to General Growth Properties, Inc., prior to the consummation of the Plan and related restructuring transactions; "New GGP" refers to General Growth Properties, Inc. following Old GGP's emergence from bankruptcy, formerly known as New GGP, Inc.; "GGPLP" or the "Operating Partnership" refers to GGP Limited Partnership, the partnership through which substantially all of our business is conducted; "THHC" or "Spinco" refers to The Howard Hughes Corporation (formerly known as Spinco, Inc.), a newly formed company that was created to hold certain assets and liabilities previously owned by Old GGP and its subsidiaries, and the stock of which will be distributed to the stockholders of Old GGP and unitholders of GGPLP pursuant to the Plan; "Rouse" or "TRCLP" refers to The Rouse Company, LLC; and except as otherwise provided or unless the context otherwise requires, references in this prospectus to "we," "us," and "our" refer to New GGP and its subsidiaries and joint ventures after giving effect to the consummation of the Plan and related restructuring transactions.

        As used herein, "pro forma basis" or "pro forma" refers to the application of the pro forma adjustments set forth under "Unaudited Pro Forma Condensed Consolidated Financial Information." There can be no assurances that the Plan or the other transactions described in this prospectus will be consummated on the terms described or at all. As a result, the actual dollar amounts of equity and debt and the capitalization of New GGP, and the actual financial condition and results of operations following consummation of the Plan and the other transactions, may differ materially from the estimated amounts described in this prospectus. The pro forma financial data presented in this prospectus is presented for illustrative purposes only and is not necessarily indicative of the results of operations or financial position that would actually have been reported or that may be reported following consummation of the Plan and the other transactions described in this prospectus.

Overview

        We are a leading real estate owner and operator of regional malls with an ownership interest in 183 regional malls in 43 states as of the date of this prospectus, as well as ownership interests in other rental properties. Based on the number of malls in our portfolio, we are the second largest owner of regional malls in the United States, located strategically in major and middle markets nationwide. For the year ended December 31, 2009, on a pro forma basis, our operating income and NOI were $102.9 million and $2,306.7 million, respectively, and for the nine months ended September 30, 2010, on a pro forma basis, our operating income and NOI were $453.3 million and $1,688.0 million, respectively.

        In April 2009, Old GGP and certain of its domestic subsidiaries (collectively, the "Debtors") filed voluntary petitions for relief under Chapter 11 of title 11 of the United States Code ("the Bankruptcy Code"), in the United States Bankruptcy Court of the Southern District of New York (the "Bankruptcy Court"). We refer to these filings as the "bankruptcy" or the "Chapter 11 Cases." A total of

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388 Debtors with approximately $21.8 billion of debt filed for protection under Chapter 11 of the Bankruptcy Code. As of September 30, 2010, 262 Debtors representing approximately $14.9 billion of debt have emerged from bankruptcy and 126 Debtors, including Old GGP, GGPLP and other holding company subsidiaries, representing approximately $6.9 billion of debt, remain subject to Chapter 11 proceedings (the "TopCo Debtors"). On August 27, 2010, Old GGP, along with the other TopCo Debtors, filed with the Bankruptcy Court the third amended and restated plan of reorganization, as supplemented on September 30, 2010 (the "Plan") and related third amended and restated disclosure statement (the "Disclosure Statement"). On October 21, 2010, the Bankruptcy Court entered an order confirming the Plan. The Plan became effective and Old GGP emerged from bankruptcy on November 9, 2010 (the "Effective Date"). See "Plan of Reorganization."

Our Business

        Our portfolio of regional malls and other rental properties represents a diverse collection of retail offerings that are targeted to a range of market sizes and consumer tastes. To better understand our portfolio of regional malls, we are presenting our U.S. regional malls in this prospectus in four categories. We believe these categories reflect the tenant sales performance, current retail tenant positioning, consumer preference characteristics, market size and competitive position of our regional malls. The table below summarizes these four categories as well as our other rental properties on a historical basis, excluding properties that we transferred to THHC as well as de minimis properties, including international operations, and other corporate non-property interests.

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Our Regional Malls

        For the year ended December 31, 2009, the geographic concentration of our regional malls as a percentage of our total regional mall NOI presented above was as follows: the east coast (33%), the west coast and Hawaii (33%), the north central United States (21%), and Texas and surrounding states (13%).

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Tier I Malls. We believe that these regional malls are the premier malls in their market areas are among the leading malls in the United States and are well known by consumers in their local markets. These high quality malls typically have average annual tenant sales per square foot of $450 or higher, and several are iconic in nature. We believe the strong shopping and entertainment component in these malls caters to their respective market areas, which are often destination draws for tourists, and that they also appeal to the local populations.



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Tier II Malls. We believe that these regional malls are either the only malls in their market areas, or as part of a cluster of malls, may receive relatively high consumer traffic in their market areas. These malls typically have average annual tenant sales per square foot of $300 to $450.

        On the whole, our Tier I Malls and Tier II Malls have generated consistent Mall and Other Rental NOI over the three-year period ended December 31, 2009 despite a challenging economic environment.

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Other Malls. These malls represent the remainder of our regional mall properties and include three general subcategories.



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A number of the malls in our Other Malls category typically have average annual tenant sales per square foot from $200 to $300. We believe these regional malls have a strong consumer following and are in market areas where consumer spending is generally less impacted by recent economic factors.



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A number of the malls in our Other Malls category are malls other than Tier I Malls and Tier II Malls located in regions such as Southern California, Nevada, Arizona and Florida, that were disproportionately impacted by mortgage defaults, including subprime mortgages, the recession and high unemployment rates. We believe that these malls will recover relatively quickly if the local economies rebound.



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A number of the malls in our Other Malls category are underperforming and need to be repositioned to be more relevant to the consumer.



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Special Consideration Properties. Absent additional concessions from the applicable lenders, we expect that this group of 13 regional malls will be given back to the applicable lenders or alternatively, we may work with lenders to market such properties for sale. Two of such properties were transferred to the applicable lenders on November 1, 2010. We believe that the value of these regional malls as compared to the outstanding amount of related indebtedness does not justify retaining them.

Our Other Rental Properties

        In addition to regional malls, we own 34 strip shopping centers totaling 5.5 million square feet in 12 states, as well as 30 stand-alone office buildings totaling 2.7 million square feet concentrated in Columbia, Maryland and Las Vegas, Nevada. We desire to opportunistically sell our strip shopping centers and stand-alone office buildings. However, no such sales are currently probable.

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        We also currently hold minority ownership interests in a public Brazilian real estate operating company and a large regional mall in Rio de Janeiro.

Competitive Strengths

        We believe that we distinguish ourselves through the following competitive strengths:

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High Quality Properties. More than half of our properties are Tier I Malls and Tier II Malls, which collectively generated approximately 77% of our Mall and Other Rental NOI for the year ended December 31, 2009, and had average annual tenant sales per square foot of approximately $468 for the same period.



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Second Largest Regional Mall Owner in the United States. Based on the number of malls in our portfolio, we are the second largest owner of regional malls in the United States. Our malls receive an average of approximately 1.9 billion consumer visits each year, and we are the #1 or #2 largest landlord to 40 of what we believe are many of America's premier retailers by number of locations.



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Strategic Relationships and Scale with Tenants and Vendors. We believe that the size, quality and geographical breadth of our regional mall portfolio provide competitive advantages to our tenants and vendors.



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Restructured, Flexible Capital Structure. We believe that upon Old GGP's emergence from bankruptcy, we will benefit from a flexible capital structure with substantially reduced consolidated near-term debt maturities. Beginning in 2011, we expect 20.9% (excluding the Special Consideration Properties) of our total debt to be due through 2013. As of September 30, 2010 we had approximately $23.1 billion aggregate principal amount of consolidated debt (excluding the Special Consideration Properties) and as of the Effective Date we expect to have $18.4 billion aggregate principal amount of consolidated debt (excluding the Special Consideration Properties) and approximately $2.5 billion aggregate principal amount of our share of unconsolidated debt. On the Effective Date, the weighted average interest rate on our total debt (excluding the Special Consideration Properties) is expected to be approximately 5.3% and the average maturity of our total debt (excluding the Special Consideration Properties) is expected to be 4.9 years. In addition, we have the right to prepay recently restructured mortgage debt, which constitutes a majority of our consolidated debt, without incurring any prepayment penalties.



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Experienced Long-Tenured Operational Leadership Team. Although we have recently made some changes in our executive management team, we have maintained a strong retention rate among our operational leadership teams. More than 70% of the members of our operational leadership have been with us for at least five years.

Business Strategy

        Our business strategy is to further improve our financial position and to maximize the relevance of our mall properties to tenants and consumers using a proactive and financially disciplined approach. We intend to improve our performance by capitalizing on our reorganized financial position and combining the appropriate merchandising mix with excellent physical property conditions in attractive locations. We believe that this will, in turn, increase consumer traffic, retailer sales and rents. We intend to pursue the following objectives in order to implement our business strategy:

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Further Delever our Balance Sheet, Build Liquidity and Optimize our Portfolio. Having already achieved significant progress on several key financial objectives during the bankruptcy process, we are committed to further improving our balance sheet and under current conditions, intend to reduce our debt to a target ratio of net debt (i.e., debt less cash and cash equivalents) to Adjusted EBITDA of 7.0 to 1.0, assuming our business and liquidity needs remain consistent.

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Optimize Tenant Mix and Enhance Consumer Experience. We believe in a "virtuous cycle" of mall management. This cycle is based on our belief that better malls lead to the best tenant mix for each market, which leads to a better shopping experience for the consumer, thereby increasing consumer traffic and consumer loyalty.



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Reinvestment and Attracting Additional Quality Tenants. In order to help ensure the relevance of our malls and maintain the attractiveness of the retail shopping venues to both tenants and consumers, we must continue to invest in our properties to attract and retain quality tenants.



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Increase Consumer Traffic and Enhance the Consumer Experience. To enhance the experience of our shoppers we will seek to create shopping experiences that exceed consumer expectations, attracting the optimal tenant mix for the market area and actively marketing to our consumers.



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Optimize Tenant Mix. We intend to continue to proactively optimize the merchandising mix within our regional mall portfolio by matching it to the consumer shopping patterns and needs and desires of the demographics in a particular market area, which we believe will strengthen our competitive position and can further increase tenant sales and consumer traffic.



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Increase Consumer Sales to Support Increased Rents. To increase rents for tenants, particularly in malls where mall sales are expected to grow in future years, we plan to renegotiate our rents upon lease expiration based on the level of tenant sales. In addition, we believe our occupancy costs (defined as the cost of leased space, including rent and prorations such as insurance, real estate taxes, utilities and common area maintenance), which were 14.1% of our tenant sales for the nine months ended September 30, 2010, are generally at or below those of our competitors. We believe that increased rents lead to increased NOI, which not only strengthens our competitive position but also enables us to reinvest capital into our properties, which completes our "virtuous cycle" of mall management.



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Maximize Operational Efficiency. As part of our reorganization, we began re-engineering our operations, streamlining management and decision-making, and prioritizing capital investments by creating strategic plans for each property. We intend to continue these efforts by investing in items that maximize the consumer experience, while streamlining our costs in areas that we do not believe will negatively impact the consumer or mall experience.

Growth Opportunities

        We believe that implementing our business strategies described above, as well as an overall recovery in the U.S. economy, will provide opportunities to improve our operating results, including NOI:

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Improving Fundamentals.  Following the worst recession since the Great Depression of the 1930s, we believe the U.S. economy has begun to recover. We believe the return to positive gross domestic product ("GDP") growth combined with the relatively limited amount of new malls that have been constructed in recent years, will favorably impact our business and may result in increased rents and NOI growth at our properties.



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Embedded Same-Store Growth by Signing New Leases at Higher Rates.  In the first half of 2009, the general negative economic conditions and our desire to maintain certain levels of occupancy led us to sign more short-term leases than usual at re-leasing discounts. We believe that as the retail sales environment continues to improve, we may be able to re-lease spaces that had been under short-term leases for longer terms at better rates, providing future same-store growth opportunities.

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Growth from Significant Recent Capital Expenditures.  Since 2004, we have invested $6.2 billion in the maintenance, renovation and expansion of our mall properties as well as the re-merchandising of some of our malls to achieve a higher-end tenant base. As the retail market rebounds, we believe that these refreshed properties will attract both tenants looking to expand as well as local, regional and national retailers looking to consolidate to high quality, well maintained malls.



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Growth from Redevelopment of Certain Properties.  We are currently pursuing additional near-term opportunities in seven of our malls. We have added flagship stores, higher-end retailers and additional restaurants to some of our top performing malls, and we have also expanded malls or redeveloped vacant space to add big-box retailers into some of our properties. We believe that the redevelopment of properties across our portfolio can increase consumer traffic and rents.

Risks Associated with Our Business

        You should carefully consider the matters discussed in the "Risk Factors" section beginning on page 17 of this prospectus prior to deciding whether to invest in our common stock or warrants. Some of these risks include:

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general and retail economic conditions continue to be weak, and will have an adverse affect on our revenues and available cash, as well as a negative effect on our ability to lease and collect rent, bankruptcy or store closures of our tenants, our department store productivity, the triggering of co-tenancy provisions and our ability to attract new tenants;



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we invest primarily in regional malls and other properties, which are subject to a number of significant risks which are beyond our control, including regional and local economic conditions, supply of and demand for retail space or retail goods, perceptions by retailers or shoppers of the safety, convenience and attractiveness of real property, competition and changes in laws and regulations applicable to real property;



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we redevelop and expand properties, and this activity is subject to various factors, including availability of capital for planned redevelopment or expansion activities, additional cost recognition due to abandonment of redevelopment or expansion activities, construction costs that exceed original estimates, availability of suitable financing, obtaining governmental permits and authorizations, anchor store occupancy rates and rents on a completed project, and mortgage lender or property partner approvals;



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we may not be able to effectively improve our financial position and maximize the relevance of our properties to our tenants and consumers in accordance with our business strategy, and we may change our strategies over time; and



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should inflation increase in the future, we could experience decreasing tenant sales as a result of decreased consumer spending, difficulty in replacing or renewing expiring leases and an inability to receive reimbursement from our tenants for their share of certain operating expenses.

Plan of Reorganization

        On October 21, 2010, the Bankruptcy Court entered an order confirming the TopCo Debtors' Plan. On November 9, 2010, the Plan became effective and the TopCo Debtors, including Old GGP, emerged from bankruptcy. New GGP, the issuer of the common stock registered hereby, was a newly-formed indirect finance subsidiary of Old GGP prior to Old GGP's emergence from bankruptcy and had no prior operations or material assets or liabilities prior to the Effective Date. Upon Old GGP's emergence from bankruptcy and pursuant to a series of restructuring transactions under the Plan, New GGP became the indirect parent corporation of Old GGP. New GGP will file Exchange Act reports as a successor to Old GGP and is listed on the NYSE under the symbol "GGP." The Plan set forth the manner in which the prepetition creditors' and equity holders' various claims against and interests in the TopCo Debtors were treated.

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        The Plan and Disclosure Statement are not incorporated by reference into this prospectus, should not be relied upon in any way or manner in connection with this registration and should not be regarded as representations or warranties by Old GGP for the purpose of this prospectus. You should be aware that the Plan and Disclosure Statement were drafted for purposes different than this prospectus and not for the purpose of forming an investment decision with respect to our common stock or warrants.

Funding of the Plan

        The TopCo Debtors required approximately $9.0 billion to fund their emergence from bankruptcy using the proceeds of the following transactions as described in more detail below:

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$6.3 billion of investments in New GGP, comprised of equity investments in New GGP and its subsidiaries by affiliates of Brookfield Asset Management, Inc. (and its designees, as applicable, the "Brookfield Investor"), in the amount of approximately $2.309 billion, affiliates of Fairholme Funds, Inc. ("Fairholme") in the amount of approximately $2.507 billion, affiliates of Pershing Square Capital Management ("Pershing Square," and together with Brookfield Investor and Fairholme, the "Plan Sponsors") in the amount of approximately $1.003 billion and affiliates of Blackstone Real Estate Partners VI L.P. ("Blackstone") and its permitted assigns (together with Blackstone, the "Blackstone Investors") in the amount of approximately $481 million;



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a $500 million investment in New GGP's common stock by Teacher Retirement System of Texas ("Texas Teachers"); and



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$2.2 billion of reinstated indebtedness and replacement indebtedness.

        These proceeds were used to fund distributions pursuant to the Plan, fees and expenses, general working capital needs after emergence and other general corporate purposes.

        The Plan Sponsors and the Blackstone Investors also invested $250 million of equity capital in THHC.

        Upon the consummation of the Plan and after giving effect to our recent equity offering (assuming no exercise of the underwriters option to purchase additional shares) and the application of the use of proceeds therefrom as described below, we expect that Old GGP's stockholders will own 45.7% (a minority of New GGP common stock), and Brookfield Investor will own 24.6%, Fairholme will own 14.1%, Pershing Square will own 7.7%, the Blackstone Investors will own 5.1% and Texas Teachers will own 2.6% of New GGP's common stock.

Investment Agreements—Investment Agreements with Plan Sponsors and Blackstone Designation

        In order to fund a portion of the Plan, Old GGP entered into investment agreements (collectively, the "Investment Agreements") with the Plan Sponsors. The Investment Agreements committed the Plan Sponsors to fund an aggregate of $6.55 billion, consisting of $6.3 billion of new equity capital at a value of $10.00 per share of New GGP and a $250 million equity capital commitment in the common stock of THHC at a value of $47.619048 per share. The Plan Sponsors entered into agreements with Blackstone whereby Blackstone subscribed for approximately 7.6% of the New GGP common stock and 7.6% of the THHC common stock issued to each of the Plan Sponsors on the Effective Date (for the same price paid by such Plan Sponsors) and, in connection therewith, the Blackstone Investors received an allocation of each Plan Sponsor's Permanent Warrants as described below (the "Blackstone Designation").

        Under the Investment Agreements, in lieu of the receipt of any fees that would be customary in similar transactions, the Investment Agreements provided for the issuance of interim warrants to Brookfield Investor and Fairholme to purchase approximately 103 million shares of Old GGP's common stock at $15.00 per share. Upon consummation of the Plan, these warrants were cancelled and warrants to purchase 120 million shares of common stock of New GGP and 8 million shares of common stock of THHC were issued to the Plan Sponsors and the Blackstone Investors as described

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under "Plan of Reorganization—The Plan of Reorganization and Disclosure Statement—Funding of the Plan—Investment Agreements with the Plan Sponsors."

Investment Agreement—Texas Teachers

        Old GGP also entered into an investment agreement with Texas Teachers pursuant to which Texas Teachers committed to fund $500.0 million for new equity capital of New GGP at a value of $10.25 per share. See "Plan of Reorganization—The Plan of Reorganization and Disclosure Statement—Funding of the Plan— Investment Agreement—Texas Teachers."

Revolving Credit Facility

        On the Effective Date, we entered into a $300.0 million revolving credit facility, none of which was used to consummate the Plan. See "Description of Certain Indebtedness—Revolving Credit Facility."

Clawback Elections

        On October 11, 2010, New GGP gave a notice to the investors whereby New GGP preserved the right to repurchase within 45 days after the Effective Date up to 155 million shares (representing $1.55 billion of the shares issued to Fairholme and Pershing Square on the Effective Date) at $10.00 per share and up to approximately 24.4 million shares (representing $250.0 million of the shares issued to Texas Teachers on the Effective Date) at $10.25 per share with the proceeds of our recent equity offering. In order to be entitled to repurchase such shares, the price per share of common stock issued in such offering must be at least $10.50 per share (net of all underwriting and other discounts, fees and related consideration). In connection with our election to reserve shares for repurchase, we paid to Fairholme and Pershing Square, as applicable, in cash on the Effective Date, an amount equal to $0.25 per reserved share (approximately $38.75 million in the aggregate). No fee was required to be paid to Texas Teachers.

        In connection with our election to reserve Pershing Square's shares for repurchase as described above, 35 million shares (representing $350.0 million of Pershing Square's equity capital commitment) were designated as "put shares" in accordance with the Investment Agreement for Pershing Square. On the Effective Date, Pershing Square funded $350.0 million to New GGP at closing in exchange for unsecured notes issued by New GGP to Pershing Square which will be payable six months from closing (the "Pershing Square Bridge Notes"). The Pershing Square Bridge Notes are prepayable at any time without premium or penalty. One of the ways that New GGP may raise the cash to repay the Pershing Square Bridge Notes is to exercise its Put Right. New GGP intends to repay the Pershing Square Bridge Notes shortly after the Effective Date. Accordingly, the Put Right will terminate upon repayment of the Pershing Square Bridge Notes. See "Plan of Reorganization—The Plan of Reorganization and Disclosure Statement—Funding of the Plan—Investment Agreements with the Plan Sponsors."

Recent Equity Offering

        On November 15, 2010, we announced the pricing of our recent offering of 135 million shares of our common stock at $14.75 per share. In connection with the offering, we also granted to the underwriters a 30 day option to purchase up to an additional 20.25 million shares at $14.75 per share. We expect to close the offering of 135 million shares of our common stock, and to the extent the underwriters have already exercised their option to purchase additional shares of common stock, such additional shares, on November 19, 2010. We will use the net proceeds of the offering to repurchase $1.6 billion of common stock ($1.8 billion if the underwriters exercise their option to purchase additional shares in full) issued to Fairholme, Pershing Square and Texas Teachers on the Effective Date as described under "Clawback Elections" above. Any excess net proceeds will be used for general corporate purposes.

Executive Offices

        Our principal executive offices are located at 110 N. Wacker Drive, Chicago, Illinois 60606. Our main telephone number is (312) 960-5000. Our website address is www.ggp.com. None of the information on our website or any other website identified herein is part of this prospectus.

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Corporate Structure

        Pursuant to a series of restructuring transactions contemplated by the Plan, the Plan Sponsors, the Blackstone Investors and Texas Teachers invested, directly or indirectly into New GGP, which following the Effective Date, indirectly owns Old GGP. See "Plan of Reorganization—Restructuring Transactions." Our simplified ownership and corporate structure immediately following the consummation of the Plan, including the distribution of THHC and after giving effect to our recent equity offering (assuming no exercise of the underwriters option to purchase additional shares) and application of the use of proceeds therefrom are set forth below:

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The Offering

        Unless otherwise indicated, the number of shares of common stock to be outstanding after this offering:

•

excludes 5,121,990 shares of our common stock issuable upon exercise of stock options issued and outstanding under the Old GGP 2003 Incentive Stock Plan, the Old GGP 1998 Incentive Stock Plan and the Old GGP 1993 Stock Incentive Plan; 3,891,865 shares of our common stock issuable upon exercise of stock options issued and outstanding under the 2010 Equity Incentive Plan; 37,043,474 shares of our common stock, nonqualified stock options, incentive stock options, stock appreciation rights, restricted stock and other stock-based awards reserved for future grants under our 2010 Equity Incentive Plan; and 12,595,745 shares of common stock issuable upon exercise of warrants or conversion and redemption or conversion of GGPLP units;



•

excludes 1,725,000 shares of restricted stock subject to vesting issued on the Effective Date and 1,304,357 shares of restricted stock subject to vesting issued following the Effective Date; and



•

excludes up to 20.25 million shares of common stock that may be issued to the underwriters in connection with their option to purchase additional shares in connection with our recent equity offering.

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Summary Historical and Pro Forma Consolidated Financial Information

        The following table sets forth summary historical consolidated operating, balance sheet and other financial data of Old GGP prior to the effectiveness of the Plan and its emergence from bankruptcy, as well as summary unaudited pro forma consolidated operating, balance sheet and other financial data of Old GGP, which gives effect to the pro forma adjustments described below and in "Unaudited Pro Forma Condensed Consolidated Financial Information." Prior to the Effective Date, Old GGP was our indirect parent company, but upon its emergence from bankruptcy, it became our indirect subsidiary. The historical operating data for the fiscal years ended December 31, 2009, 2008 and 2007 and the historical balance sheet data as of December 2009 and 2008 have been derived from Old GGP's audited consolidated financial statements included elsewhere in this prospectus. The historical operating and balance sheet data as of and for the nine months ended September 30, 2010 and 2009 have been derived from Old GGP's unaudited consolidated financial statements included elsewhere in this prospectus, each of which has been prepared on a basis consistent with Old GGP's audited financial statements. In the opinion of management, the historical unaudited operating and balance sheet data set forth below reflect all adjustments, consisting of normal and recurring adjustments, necessary for a fair statement of Old GGP's financial position and results of operations for those periods. The historical results of operations for any period are not necessarily indicative of the results to be expected for any future period.

        The pro forma operating and balance sheet data have been derived from our unaudited pro forma financial condensed consolidated statements included in this prospectus under "Unaudited Pro Forma Condensed Consolidated Financial Information." The unaudited pro forma condensed consolidated balance sheet data gives effect to the pro forma adjustments described below as if they had occurred on September 30, 2010. The unaudited pro forma condensed consolidated statement of operations data gives effect to the pro forma adjustments described below as if they had occurred on January 1, 2009 and January 1, 2010, respectively, the first day of the respective annual and interim periods presented.

        The summary pro forma consolidated financial data give effect to the following:

•

the transfer of certain assets and liabilities of Old GGP to THHC and the distribution of THHC common stock to the Old GGP stockholders and GGPLP common unitholders, in each case pursuant to the Plan;



•

the effectiveness of the Plan, including the satisfaction, payment and/or reinstatement of liabilities subject to compromise of Old GGP, the consummation of the transactions contemplated by the investment agreements which provide for, among other things, investments by the Plan Sponsors, the Blackstone Investors and Texas Teachers of a $6.8 billion equity investment in New GGP and its subsidiaries and the Pershing Square Bridge Notes, and the exchange of the common stock of Old GGP for the common stock of New GGP on a one-for-one basis and the conversion of outstanding Old GGP options into options to acquire the same number of shares of New GGP common stock with an exercise price based upon the New GGP market value following the Effective Date;



•

the issuance of $1.99 billion of common stock in our recent equity offering, and the repurchase, after reduction of the gross proceeds for fees and offering expenses, of $1.6 billion of common stock issued to Pershing Square, Fairholme and Texas Teachers on the Effective Date; and



•

the estimated adjustments required by the acquisition method of accounting as a result of the structure of the Plan Sponsors' investments.

        The pro forma condensed consolidated financial information is presented for illustrative purposes only and is not necessarily indicative of the results of operations or financial position that would have actually been reported had the transactions reflected in the pro forma adjustments occurred on January 1, 2009, on January 1, 2010 or as of September 30, 2010, respectively, nor is it indicative of our

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future results of operations or financial position. In addition, Old GGP's historical financial statements will not be comparable to New GGP's financial statements following emergence from bankruptcy due to the effects of the consummation of the Plan as well as adjustments for the effects of the application of the acquisition method of accounting.

        The data presented below should be read in conjunction with the consolidated financial statements and related notes thereto included elsewhere in this prospectus, "Plan of Reorganization," "Unaudited Pro Forma Condensed Consolidated Financial Information" and "Management's Discussion and Analysis of Financial Condition and Results of Operations."

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RISK FACTORS

        An investment in our common stock involves a high degree of risk and uncertainty. You should carefully consider the following material risks, as well as the other information contained in this prospectus, before making an investment in our company. If any of the following risks actually occur, our business, results of operations, financial condition and cash flows may be adversely affected. In such an event, the trading price of our common stock could decline and you could lose part or all of your investment.

Business Risks

Regional and local economic conditions may adversely affect our business

        Our real property investments are influenced by the regional and local economy, which may be negatively impacted by plant closings, industry slowdowns, increased unemployment, lack of availability of consumer credit, increased levels of consumer debt, poor housing market conditions, adverse weather conditions, natural disasters and other factors. Similarly, local real estate conditions, such as an oversupply of, or a reduction in demand for, retail space or retail goods, and the supply and creditworthiness of current and prospective tenants may affect the ability of our properties to generate significant revenue.

Economic conditions, especially in the retail sector, may have an adverse affect on our revenues and available cash

        General and retail economic conditions continue to be weak, and we do not expect a near term return to the economic conditions that prevailed in 2007. High unemployment, weak income growth, tight credit and the need to pay down existing debt may continue to negatively impact consumer spending. Given these economic conditions, we believe there is a significant risk that the sales at stores operating in our malls will either not improve, or will improve more slowly than we expect, which will have an adverse impact on our ability to implement our strategy and may have a negative effect on our operations and our ability to attract new tenants.

We may be unable to lease or re-lease space in our properties on favorable terms or at all

        Our results of operations depend on our ability to continue to strategically lease space in our properties, including re-leasing space in properties where leases are expiring, optimizing our tenant mix or leasing properties on more economically favorable terms. Because approximately eight to nine percent of our total leases expire annually, we are continually focused on our ability to lease properties and collect rents from tenants. Similarly, we are pursuing a strategy of replacing expiring short-term leases with long-term leases. If the sales at certain stores operating in our regional malls do not improve sufficiently, tenants might be unable to pay their existing minimum rents or expense recovery charges, since these rents and charges would represent a higher percentage of their sales. If our existing tenants' sales do not improve, new tenants would be less likely to be willing to pay minimum rents as high as they would otherwise pay. In addition, some of our leases are fixed-rate leases, and we may not be able to collect rent sufficient to meet our costs. Because substantially all of our income is derived from rentals of real property, our income and available cash would be adversely affected if a significant number of tenants are unable to meet their obligations.

The bankruptcy or store closures of national tenants, which are tenants with chains of stores in many of our properties, may adversely affect our revenues

        Our leases generally do not contain provisions designed to ensure the creditworthiness of the tenant, and in recent years a number of companies in the retail industry, including some of our tenants, have declared bankruptcy or voluntarily closed certain of their stores. We may be unable to re-lease

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such space or to re-lease it on comparable or more favorable terms. As a result, the bankruptcy or closure of a national tenant may adversely affect our revenues.

Certain co-tenancy provisions in our lease agreements may result in reduced rent payments, which may adversely affect our operations and occupancy

        Many of our lease agreements include a co-tenancy provision which allows the tenant to pay a reduced rent amount and, in certain instances, terminate the lease, if we fail to maintain certain occupancy levels. Therefore, if occupancy or tenancy falls below certain thresholds, rents we are entitled to receive from our retail tenants could be reduced and may limit our ability to attract new tenants.

It may be difficult to sell real estate quickly, and transfer restrictions apply to some of our properties

        Equity real estate investments are relatively illiquid, and this characteristic may limit our ability to vary our portfolio promptly in response to changes in economic or other conditions. In addition, significant expenditures associated with each equity investment, such as mortgage payments, real estate taxes and maintenance costs, are generally not reduced when circumstances cause a reduction in income from the investment. If income from a property declines while the related expenses do not decline, our income and cash available to us would be adversely affected. If it becomes necessary or desirable for us to dispose of one or more of our mortgaged properties, we might not be able to obtain a release of the lien on the mortgaged property without payment of the associated debt. The foreclosure of a mortgage on a property or inability to sell a property could adversely affect the level of cash available to us.

Our business is dependent on perceptions by retailers and shoppers of the convenience and attractiveness of our retail properties, and our inability to maintain a positive perception may adversely affect our revenues

        We are dependent on perceptions by retailers or shoppers of the safety, convenience and attractiveness of our retail properties. If retailers and shoppers perceive competing retail properties and other retailing options such as the internet to be more convenient or of a higher quality, our revenues may be adversely affected.

We redevelop and expand properties, and this activity is subject to risks due to various economic factors that are beyond our control

        Although Old GGP significantly reduced its development and expansion activities prior to filing for bankruptcy protection, certain redevelopment, expansion and reinvestment projects are part of our long-term strategy. In connection with such projects, we will be subject to various risks, including the following:

•

we may not have sufficient capital to proceed with planned redevelopment or expansion activities;



•

we may abandon redevelopment or expansion activities already under way, which may result in additional cost recognition;



•

construction costs of a project may exceed original estimates or available financing, possibly making the project unfeasible or unprofitable;



•

we may not be able to obtain zoning, occupancy or other required governmental permits and authorizations;



•

occupancy rates and rents at a completed project may not meet projections and, therefore, the project may not be profitable; and

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•

we may not be able to obtain anchor store, mortgage lender and property partner approvals, if applicable, for expansion or redevelopment activities.

        If redevelopment, expansion or reinvestment projects are unsuccessful, our investments in those projects may not be fully recoverable from future operations or sales.

We are in a competitive business

        There are numerous shopping facilities that compete with our properties in attracting retailers to lease space. Old GGP's bankruptcy has impaired, and following its emergence from bankruptcy, may continue to impair the desirability and competitiveness of our regional malls. In addition, retailers at our properties face continued competition from retailers at other regional malls, outlet malls and other discount shopping centers, discount shopping clubs, catalog companies, and through internet sales and telemarketing. Competition of these types could adversely affect our revenues and cash flows.

        We compete with other major real estate investors with significant capital for attractive investment opportunities. These competitors include REITs, investment banking firms and private institutional investors.

        Our ability to realize our strategies and capitalize on our competitive strengths are dependent on our ability to effectively operate a large portfolio of high quality malls, maintain good relationships with our tenants and consumers, and remain well-capitalized, and our failure to do any of the foregoing could affect our ability to compete effectively in the markets in which we operate.

Our business strategies may not be effective or may change over time

        We may not be able to effectively improve our financial position and maximize the attractiveness of our properties to our tenants and consumers in accordance with our business strategy. For example, we may not be able to effectively reduce our debt and build liquidity at the pace or in such amounts as we believe would be most beneficial to our ability to optimize our portfolio. Further, we may misjudge tenant and consumer needs and desires, and our strategies may not address them adequately or at all. Even if we can appropriately gauge the needs and desires of our tenants and consumers, we may not be able to execute our business strategies on a timely basis, if at all. In addition, we may not be able to attract the best tenants for a particular property or enhance the consumer experience in our malls for several reasons outside of our control, including a lack of adequate funding, unforeseen changes to consumer shopping patterns or internal or branding changes among our tenants. In addition, we may not have sufficient capital or funding sources to fully pursue our business strategies, including the redevelopment and expansion of our properties and the provision of tenant allowances and tenant improvements to attract tenants. As a result, our strategies may not effectively grow our business or revenues as intended. We also may change our strategies over time and there can be no assurance that any new strategies will be effective.

Some of our properties are subject to potential natural or other disasters

        A number of our properties are located in areas which are subject to natural or other disasters, including hurricanes, earthquakes and oil spills. For example, our properties in the Gulf of Mexico region could suffer economically from job losses and reduced tourism as result of the oil spill in 2010. In addition, certain of our properties are located in California or in other areas with higher risk of earthquakes. Furthermore, many of our properties are located in coastal regions, and would therefore be affected by any future increases in sea levels, the frequency or severity of hurricanes and tropical storms or environmental disasters such as the oil spill in the Gulf of Mexico, whether such events are caused by global climate changes or other factors.

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Possible terrorist activity or other acts of violence could adversely affect our financial condition and results of operations

        Future terrorist attacks in the United States or other acts of violence may result in declining economic activity, which could harm the demand for goods and services offered by our tenants and the value of our properties and might adversely affect the value of an investment in our securities. Such a resulting decrease in retail demand could make it difficult for us to renew or re-lease our properties at lease rates equal to or above historical rates. Terrorist activities or violence also could directly affect the value of our properties through damage, destruction or loss, and the availability of insurance for such acts, or of insurance generally, might be lower or cost more, which could increase our operating expenses and adversely affect our financial condition and results of operations. To the extent that our tenants are affected by future attacks, their businesses similarly could be adversely affected, including their ability to continue to meet obligations under their existing leases. These acts might erode business and consumer confidence and spending and might result in increased volatility in national and international financial markets and economies. Any one of these events might decrease demand for real estate, decrease or delay the occupancy of our new or redeveloped properties, and limit our access to capital or increase our cost of raising capital.

We may incur costs to comply with environmental laws

        Under various federal, state or local laws, ordinances and regulations, a current or previous owner or operator of real estate may be required to investigate and clean up hazardous or toxic substances released at a property, and may be held liable to a governmental entity or to third parties for property damage or personal injuries and for investigation and clean-up costs incurred by the parties in connection with the contamination. These laws often impose liability without regard to whether the owner or operator knew of, or was responsible for, the release of the hazardous or toxic substances. The presence of contamination or the failure to remediate contamination may adversely affect the owner's ability to sell or lease real estate or to borrow using the real estate as collateral. Other federal, state and local laws, ordinances and regulations require abatement or removal of asbestos-containing materials in the event of demolition or certain renovations or remodeling, the cost of which may be substantial for certain redevelopments, and also govern emissions of and exposure to asbestos fibers in the air. Federal and state laws also regulate the operation and removal of underground storage tanks. In connection with the ownership, operation and management of certain properties, we could be held liable for the costs of remedial action with respect to these regulated substances or tanks or related claims.

        Our properties have been subjected to varying degrees of environmental assessment at various times. However, the identification of new areas of contamination, a change in the extent or known scope of contamination or changes in cleanup requirements could result in significant costs to us.

Some potential losses are not insured

        We carry comprehensive liability, fire, flood, earthquake, terrorism, extended coverage and rental loss insurance on all of our properties. We believe the policy specifications and insured limits of these policies are adequate and appropriate. There are, however, some types of losses, including lease and other contract claims, which generally are not insured. If an uninsured loss or a loss in excess of insured limits occurs, we could lose all or a portion of the capital we have invested in a property, as well as the anticipated future revenue from the property. If this happens, we might nevertheless remain obligated for any mortgage debt or other financial obligations related to the property.

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Inflation may adversely affect our financial condition and results of operations

        Should inflation increase in the future, we may experience any or all of the following:

•

decreasing tenant sales as a result of decreased consumer spending which could result in lower rent paid by a tenant when its sales exceed an agreed upon minimum amount, or Overage Rent;



•

difficulty in replacing or renewing expiring leases with new leases at higher base and/or Overage Rent; and



•

an inability to receive reimbursement from our tenants for their share of certain operating expenses, including common area maintenance, real estate taxes and insurance.

        Inflation also poses a potential risk to us due to the probability of future increases in interest rates. Such increases would adversely impact us due to our outstanding variable-rate debt as well as result in higher interest rates on new fixed-rate debt.

Organizational Risks

We are a holding company with no operations of our own and will depend on our subsidiaries for cash

        Our operations are conducted almost entirely through our subsidiaries. Our ability to make dividends or distributions in connection with being a REIT is highly dependent on the earnings of and the receipt of funds from our subsidiaries through dividends or distributions, and our ability to generate cash to meet our debt service obligations is further limited by our subsidiaries' ability to make such dividends, distributions or intercompany loans. Our subsidiaries' ability to pay any dividends or distributions to us are limited by their obligations to satisfy their own obligations to their creditors and preferred stockholders before making any dividends or distributions to us. In addition, Delaware law imposes requirements that may restrict our ability to pay dividends to holders of our common stock.

We share control of some of our properties with other investors and may have conflicts of interest with those investors

        While we generally make all operating decisions for the Unconsolidated Properties, we are required to make other decisions with the other investors who have interests in the relevant property or properties. For example, the approval of certain of the other investors is required with respect to operating budgets and refinancing, encumbering, expanding or selling any of these properties, as well as to bankruptcy decisions related to the Unconsolidated Properties and related joint ventures. Also, the assets of Unconsolidated Properties may be used as collateral to secure loans of our joint venture partners, and the indemnity we may be entitled to from our joint venture partners could be worth less than the value of those assets. We might not have the same interests as the other investors in relation to these transactions. Accordingly, we might not be able to favorably resolve any of these issues, or we might have to provide financial or other inducements to the other investors to obtain a favorable resolution.

        In addition, various restrictive provisions and rights apply to sales or transfers of interests in our jointly owned properties. As such, we might be required to make decisions about buying or selling interests in a property or properties at a time that is not desirable.

Bankruptcy of our joint venture partners could impose delays and costs on us with respect to the jointly owned retail properties

        The bankruptcy of one of the other investors in any of our jointly owned shopping malls could materially and adversely affect the relevant property or properties. Pursuant to the Bankruptcy Code, we would be precluded from taking some actions affecting the estate of the other investor without prior court approval which would, in most cases, entail prior notice to other parties and a hearing. At a

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minimum, the requirement to obtain court approval may delay the actions we would or might want to take. If the relevant joint venture through which we have invested in a property has incurred recourse obligations, the discharge in bankruptcy of one of the other investors might result in our ultimate liability for a greater portion of those obligations than would otherwise be required.

We are impacted by tax-related obligations to some of our partners

        We own properties through partnerships which have arrangements in place that protect the deferred tax situation of our existing third party limited partners. Violation of these arrangements could impose costs on us. As a result, we may be restricted with respect to decisions such as financing, encumbering, expanding or selling these properties.

        Several of our joint venture partners are tax-exempt. As such, they are taxable to the extent of their share of unrelated business taxable income generated from these jointly owned properties. As the manager of these joint ventures, we have obligations to avoid the creation of unrelated business taxable income at these properties. As a result, we may be restricted with respect to decisions related to the financing of and revenue generation from these properties.

We may not meet the conditions for qualification as a REIT or thereafter maintain our status as a REIT

        We have agreed to elect to be treated as a REIT in connection with the filing of our tax return for the year in which Old GGP emerges from bankruptcy, subject to our ability to meet the requirements of a REIT at the time of election. Such election would be retroactive to the beginning of such taxable year. We may not meet the conditions for qualification as a REIT. In addition, once an entity is qualified as a REIT, the Internal Revenue Code (the "Code") generally requires that such entity pay tax on or distribute 100% of its capital gains and distribute its ordinary taxable income to shareholders. To avoid current entity level U.S. federal income taxes, we expect to distribute 100% of our capital gains and ordinary income to shareholders annually. For 2010 and 2011, we intend to make 90% of this distribution in New GGP common stock and 10% in cash. In 2012, we expect to make a maximum of 80% of this distribution in New GGP common stock and a minimum of 20% of this distribution in cash. New GGP's board of directors has approved a dividend reinvestment plan for implementation in early 2011 in which all stockholders would be entitled to participate. The Plan Sponsors and the Blackstone Investors have agreed (subject to tax, applicable regulatory and other legal requirements), that for 2011 and 2012 they would elect to participate in the plan and have dividends paid on the shares that they hold largely reinvested in shares of New GGP common stock. As a result, New GGP would be able to pay a larger proportion of cash dividends to other stockholders who elect to receive cash in 2011 and 2012. However, there can be no assurances that New GGP will not determine to instead pay dividends in a combination of cash and shares of its common stock. In addition, we may not have sufficient liquidity to meet these cash distribution standards.

        Following Old GGP's emergence from bankruptcy and the implementation of the reorganization pursuant to which New GGP became the indirect parent of Old GGP, Old GGP will be a privately held REIT and New GGP will be a publicly held REIT.

        If, with respect to any taxable year, we fail to maintain our qualification as a REIT, we would not be allowed to deduct distributions to shareholders in computing our taxable income and federal income tax. If any of our REIT subsidiaries (including Old GGP) fail to qualify as a REIT, such failure could result in our loss of REIT status. If we lose our REIT status, corporate level income tax, including any applicable alternative minimum tax, would apply to our taxable income at regular corporate rates. As a result, the amount available for distribution to holders of equity securities that would otherwise receive dividends would be reduced for the year or years involved, and we would no longer be required to make distributions. In addition, unless we were entitled to relief under the relevant statutory provisions, we would be disqualified from treatment as a REIT for four subsequent taxable years.

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An ownership limit, certain anti-takeover defenses and applicable law may hinder any attempt to acquire us

        Our amended and restated certificate of incorporation and amended and restated bylaws contain the following limitations.

        The ownership limit.    Generally, for us to qualify as a REIT under the Code for a taxable year, not more than 50% in value of the outstanding shares of our capital stock may be owned, directly or indirectly, by five or fewer "individuals" at any time during the last half of such taxable year. Our charter provides that no one individual may own more than 9.9% of the outstanding shares of capital stock unless our board of directors provides a waiver from the ownership restrictions, which the Investment Agreements contemplate subject to the applicable Plan Sponsor making certain respresentations and covenants. The Code defines "individuals" for purposes of the requirement described above to include some types of entities. However, our certificate of incorporation also permits us to exempt a person from the ownership limit described therein upon the satisfaction of certain conditions which are described in our certificate of incorporation.

        Selected provisions of our charter documents.    Our charter authorizes the board of directors:

•

to cause us to issue additional authorized but unissued shares of common stock or preferred stock;



•

to classify or reclassify, in one or more series, any unissued preferred stock; and



•

to set the preferences, rights and other terms of any classified or reclassified stock that we issue.

        Selected provisions of our bylaws.    Our amended and restated bylaws will contain the following limitations:

•

the inability of stockholders to act by written consent;



•

restrictions on the ability of stockholders to call a special meeting without 15% or more of the voting power of the issued and outstanding shares entitled to vote generally in the election of directors; and



•

rules regarding how stockholders may present proposals or nominate directors for election at stockholder meetings.

        Selected provisions of Delaware law.    We are a Delaware corporation, and Section 203 of the Delaware General Corporation Law applies to us. In general, Section 203 prevents an "interested stockholder" (as defined below), from engaging in a "business combination" (as defined in the statute) with us for three years following the date that person becomes an interested stockholder unless one or more of the following occurs:

•

before that person became an interested stockholder, our board of directors approved the transaction in which the interested stockholder became an interested stockholder or approved the business combination;



•

upon completion of the transaction that resulted in the interested stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of our voting stock outstanding at the time the transaction commenced, excluding for purposes of determining the voting stock outstanding (but not the outstanding voting stock owned by the interested stockholder) stock held by directors who are also officers of our company and by employee stock plans that do not provide employees with the right to determine confidentially whether shares held under the plan will be tendered in a tender or exchange offer; and



•

following the transaction in which that person became an interested stockholder, the business combination is approved by our board of directors and authorized at a meeting of stockholders

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by the affirmative vote of the holders of at least two-thirds of our outstanding voting stock not owned by the interested stockholder.

        The statute defines "interested stockholder" as any person that is the owner of 15% or more of our outstanding voting stock or is an affiliate or associate of us and was the owner of 15% or more of our outstanding voting stock at any time within the three-year period immediately before the date of determination.

        Each item discussed above may delay, deter or prevent a change in control of our company, even if a proposed transaction is at a premium over the then current market price for our common stock. Further, these provisions may apply in instances where some stockholders consider a transaction beneficial to them. As a result, our stock price may be negatively affected by these provisions.

Old GGP is currently involved in an SEC inquiry

        In July 2010, Old GGP received notice that, pursuant to an April 21, 2010 order, the SEC is conducting a formal, non-public investigation into possible violations of proscriptions on insider trading under the federal securities laws by certain current and former officers and directors. The formal investigation is the continuation of an informal inquiry which the SEC initiated in October 2008. Old GGP intends to continue to cooperate fully with the SEC with respect to the investigation. While Old GGP cannot predict the outcome of this investigation with certainty, based on the information currently available to it, Old GGP believes that the outcome of the investigation will not have a material adverse effect on its financial condition or results of operations.

Bankruptcy Risks

We may be subject to litigation as a result of the Plan

        We cannot assure you that Old GGP's stakeholders will not contest the Plan through litigation following Old GGP's emergence from bankruptcy. Also, as is typical in bankruptcy cases like ours, the final resolution of all claims against the TopCo Debtors may extend beyond the Effective Date of the Plan and the ultimate resolution of such claims may be different from the treatment we have assumed for purposes of the preparation of the unaudited pro forma condensed consolidated financial information included in this prospectus. The loss of any such claim could have a material adverse effect on us.

Old GGP's historical financial statements state that uncertainties related to its emergence from protection under the Bankruptcy Code raise substantial doubt about its ability to continue as a going concern and we cannot assure you that we may not include similar disclosure in our financial statements in the future

        This prospectus includes the audited consolidated financial statements of Old GGP as of December 31, 2009 and 2008 and for each of the years in the three-year period ended December 31, 2009. The audit opinion accompanying these financial statements states that uncertainties related to Old GGP's emergence from bankruptcy raises substantial doubt about its ability to continue as a going concern. Although we believe that as of the Effective Date the bases for uncertainties relating to our ability to continue as a going concern will no longer exist, we cannot assure you that similar disclosure will not be included in our future financial statements.

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Because our financial statements will reflect adjustments related to the acquisition method of accounting upon Old GGP's emergence from bankruptcy, information reflecting our results of operations and financial condition will not be comparable to prior periods and may vary significantly from the acquisition accounting adjustments used to calculate the pro forma financial data that is included in this prospectus

        Acquisition accounting will be triggered as a result of the structure of the Plan Sponsors' investments, as set forth in the Plan. Following Old GGP's emergence from bankruptcy, it will be difficult to compare certain information reflecting our results of operations and financial condition to those for historical periods prior to emergence from bankruptcy. We have made estimates of our tangible and intangible assets as of September 30, 2010, and the fair value of Old GGP's assets has been allocated to specific assets in accordance with such estimates, as reflected in "Unaudited Pro Forma Condensed Consolidated Financial Information." The actual amounts of net assets on the Effective Date may vary from the estimated pro forma amounts, and the final valuation of net assets may be materially different than as reflected in the unaudited pro forma condensed financial data contained in this prospectus. See "Unaudited Pro Forma Condensed Consolidated Financial Information" and the notes thereto.

Our actual financial results may vary significantly from the projections filed with the Bankruptcy Court

        The Disclosure Statement, which the TopCo Debtors were required to prepare in connection with the Plan, contains projected financial information and estimates of value that demonstrate the feasibility of the Plan and the TopCo Debtors' and THHC's ability to continue operations upon their emergence from proceedings under the Bankruptcy Code. The information in the Disclosure Statement was prepared for the limited purpose of furnishing recipients of such Disclosure Statement with adequate information to make an informed judgment regarding acceptance of the Plan and was not prepared for the purpose of providing the basis for an investment decision relating to any securities of New GGP or THHC. The projections and estimates of value, as well as the Disclosure Statement, are expressly excluded from this prospectus and should not be relied upon in any way or manner in connection with this registration and should not be regarded for the purpose of this prospectus as representations or warranties by Old GGP, New GGP, THHC or any other person, as to the accuracy of such information or that any such projections or valuations will be realized. Those projections and estimates of value have not been, and will not be, updated on an ongoing basis, and they were not audited or reviewed by independent accountants. They reflect numerous assumptions concerning our anticipated future performance and with respect to prevailing and anticipated market and economic conditions that were, and remain, beyond our control. Projections and estimates of value are inherently subject to substantial and numerous uncertainties and to a wide variety of significant business, economic and competitive risks, and the assumptions underlying the projections and/or valuation estimates may be wrong in any material respect. Actual results may vary and may continue to vary significantly from those contemplated by the projections and/or valuation estimates. As a result, you should not rely on those projections and/or valuation estimates in deciding whether to invest in our common stock.

We cannot be certain that the Chapter 11 Cases will not adversely affect our operations going forward. Old GGP's bankruptcy may have affected our relationship with key employees, tenants, consumers, suppliers and communities, and our future success depends on our ability to maintain these relationships

        Although Old GGP emerged from bankruptcy upon consummation of the Plan, we cannot assure you that Old GGP having been subject to bankruptcy protection will not adversely affect our operations going forward, including our ability to negotiate favorable terms from and maintain relationships with tenants, consumers, suppliers and communities. The failure to obtain such favorable terms and maintain such relationships could adversely affect our financial performance and our ability to realize our strategy.

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        We are dependent on our long-tenured operational leadership to effectively manage properties across our portfolio, and an inability to retain these key employees following Old GGP's emergence from bankruptcy could adversely affect our operations.

There is a risk of investor influence over our company that may be adverse to our best interests and those of our other shareholders

        After giving effect to the use of proceeds of our recent equity offering, we expect that Brookfield Investor, Pershing Square and Fairholme will beneficially own approximately 24.6%, 7.7% and 14.1%, respectively, of the shares of New GGP common stock (excluding shares issuable upon the exercise of warrants) and approximately 27.2%, 8.5% and 16.4%, respectively (assuming the exercise of all outstanding warrants, including warrants held by Pershing Square and Fairholme which are only exercisable upon 90 days notice). See "Plan of Reorganization—The Plan of Reorganization and Disclosure Statement—Funding of the Plan—Investment Agreements with the Plan Sponsors."

        Although the Plan Sponsors have entered into standstill agreements to limit their influence, the concentration of ownership of our outstanding equity in the Plan Sponsors may make some transactions more difficult or impossible without the support of the Plan Sponsors, or more likely with the support of the Plan Sponsors. The interests of any of the Plan Sponsors, any other substantial stockholder or any of their respective affiliates could conflict with or differ from our interests or the interests of the holders of our common stock. For example, the concentration of ownership held by the Plan Sponsors could delay, defer or prevent a change of control of our company or impede a merger, takeover or other business combination that may otherwise be favorable for us and the other stockholders. A Plan Sponsor, substantial stockholder or affiliate thereof may also pursue acquisition opportunities that may be complementary to our business, and as a result, those acquisition opportunities may not be available to us. We cannot assure you that the standstill agreements can fully protect against these risks. See "Plan of Reorganization—Plan of Reorganization and Disclosure Statement—Funding of the Plan—Standstill Agreements."

        As long as the Plan Sponsors and any other substantial stockholder own, directly or indirectly, a substantial portion of our outstanding shares, subject to the terms of the standstill agreements and were they to act in a coordinated manner, they would be able to exert significant influence over us, including:

•

the composition of New GGP's board of directors, including the right of Brookfield Investor and Pershing Square to designate directors under the Investment Agreements, and, through it, any determination with respect to our business;



•

direction and policies, including the appointment and removal of officers;



•

the determination of incentive compensation, which may affect our ability to retain key employees;



•

any determinations with respect to mergers or other business combinations;



•

our acquisition or disposition of assets;



•

our financing decisions and our capital raising activities;



•

the payment of dividends;



•

conduct in regulatory and legal proceedings; and



•

amendments to our certificate of incorporation.

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        For a detailed description of the rights afforded to the Plan Sponsors pursuant to the Investment Agreements, see "Plan of Reorganization—The Plan of Reorganization and Disclosure Statement—Funding of the Plan—Investment Agreements with the Plan Sponsors."

Our new directors and officers from and after the Effective Date may change our current long-range plan

        As of the Effective Date, we have a nine-member board of directors, of which three members were designated by Brookfield Investor and one member was designated by Pershing Square. Our executive officers will change following the Effective Date, subject to their appointment by the new board of directors. Following the Effective Date, the new board of directors and management team may make material changes to our business, operations and long-range plans described in this prospectus. It is impossible to predict what these changes will be and the impact they will have on our future results of operations and the price of our common stock. See "Management—Executive Officer Information."

Some of our directors are involved in other businesses including, without limitation, real estate activities and public and/or private investments and, therefore, may have competing or conflicting interests with us and our board of directors has adopted resolutions renouncing any interest or expectation in any such business opportunities. In addition, our relationship agreement with Brookfield Asset Management Inc. contains significant exclusions from Brookfield's obligation to present opportunities to us

        Certain of our directors have and may in the future have interests in other real estate business activities, including with reorganized GGP, and may have control or influence over these activities or may serve as investment advisors, directors or officers. These interests and activities, and any duties to third parties arising from such interests and activities, could divert the attention of such directors from our operations. Additionally, certain of our directors are engaged in investment and other activities in which they may learn of real estate and other related opportunities in their non-director capacities. Our board of directors has adopted resolutions applicable to our directors that expressly provide, as permitted by Section 122(17) of the DGCL, that our non-employee directors are not obligated to limit their interests or activities in their non-director capacities or to notify us of any opportunities that may arise in connection therewith, even if the opportunities are complementary to or in competition with our businesses. Accordingly, we have, and investors in our common stock should have, no expectation that we will be able to learn of or participate in such opportunities. However, if any potential business opportunity is expressly presented to a director exclusively in his or her director capacity, the director will not be permitted to pursue the opportunity, directly or indirectly through a controlled affiliate in which the director has an ownership interest, without the approval of the independent members of our board of directors. Additionally, the relationship agreement with Brookfield Asset Management Inc. contains significant exclusions from Brookfield Asset Management Inc.'s obligation to present opportunities to us.

Liquidity Risks

Our substantial indebtedness adversely affects our financial health and operating flexibility

        After giving effect to the Plan and excluding the Special Consideration Properties, we have approximately $20.9 billion aggregate principal amount of indebtedness outstanding, including $1.041 billion of reinstated Rouse notes, $608.7 million of replacement Rouse notes, approximately $206.2 million of reinstated trust preferred securities, approximately $15.9 billion of consolidated secured mortgage debt, $338.8 million of secured corporate debt, the $350 million Pershing Square Bridge Notes (which New GGP intends to repay shortly after the Effective Date following completion

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of our recent equity offering) and approximately $2.5 billion of our share of unconsolidated debt. Our indebtedness could have important consequences to us and the value of our common stock, including:

•

limiting our ability to borrow additional amounts for working capital, capital expenditures, debt service requirements, execution of our business strategy or other purposes;



•

limiting our ability to use operating cash flow in other areas of our business or to pay dividends because we must dedicate a substantial portion of these funds to service debt;



•

increasing our vulnerability to general adverse economic and industry conditions, including increases in interest rates, particularly given our substantial indebtedness which bears interest at variable rates;



•

limiting our ability to capitalize on business opportunities and to react to competitive pressures and adverse changes in government regulation;



•

limiting our ability or increasing the costs to refinance indebtedness;



•

limiting our ability to enter into marketing and hedging transactions by reducing the number of counterparties with whom we can enter into such transactions as well as the volume of those transactions; and



•

giving secured lenders the ability to foreclose on our assets.

Our debt contains restrictions and covenants which may limit our ability to enter into or obtain funding for certain transactions or operate our business

        As of September 30, 2010, Old GGP has restructured approximately $14.9 billion of secured mortgage debt since its initial bankruptcy filing. The terms of certain of this debt will require us to satisfy certain customary affirmative and negative covenants and to meet financial ratios and tests, including ratios and tests based on leverage, interest coverage and net worth, or to satisfy similar tests as a precondition to incurring additional debt. On the Effective Date, we entered into a new $300.0 million revolving credit facility containing similar covenants and restrictions. In addition, certain of our indebtedness that was reinstated in connection with the Plan contains restrictions. See "Description of Certain Indebtedness." The covenants and other restrictions under our debt agreements affect, among other things, our ability to:

•

incur indebtedness;



•

create liens on assets;



•

sell assets;



•

manage our cash flows;



•

transfer assets to other subsidiaries;



•

make capital expenditures;



•

engage in mergers and acquisitions; and



•

make distributions to equity holders, including holders of our common stock.

        Further, our ability to incur debt under the indentures governing the Rouse notes which are expected to remain outstanding through November 2013 (the latest maturity of the three series of reinstated Rouse notes or the replacement notes being offered to the holders of the Rouse notes pursuant to the Plan), is determined by the calculation of several covenant tests, including ratios of secured debt to gross assets and total debt to gross assets. We do not intend to include a net intercompany receivable currently owed by Old GGP to Rouse as an asset for the purposes of

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calculating these covenants, but we do intend to include full allocations of certain indebtedness guaranteed by Rouse or its subsidiaries. As a result, our methodology for calculating these ratios would differ from the methodology used prior to the Old GGP bankruptcy filing. We expect that Rouse and its subsidiaries may need to refinance project-level debt prior to 2013, and our ability to refinance such debt may be limited by these ratios which are calculated on an incurrence basis, and any potential non-compliance with the covenants may result in Rouse seeking other sources of capital, including investments from us, or may result in a default on the reinstated Rouse notes.

        Due to the current lending environment, Old GGP's bankruptcy proceedings, our financial condition and general economic factors, our refinanced debt contains certain terms which are less attractive than the terms contained in the debt being refinanced. Such terms include more restrictive operational and financial covenants, restrictions on the distribution of cash flows from properties serving as collateral for the debt and, in certain instances, higher interest rates. These fees and cash flow restrictions may affect our ability to fund our on-going operations from our operating cash flows and we may be significantly limited in our operating and financial flexibility and, thus, may be limited in our ability to respond to changes in our business or competitive activities.

We may not be able to refinance, extend or repay our portion of substantial indebtedness of our Unconsolidated Properties

        Our Unconsolidated Properties have a substantial amount of debt. As of September 30, 2010, our share of indebtedness secured by our Unconsolidated Properties was approximately $3.02 billion. We cannot assure you that our Unconsolidated Real Estate Affiliates will be able to support, extend, refinance or repay their debt on acceptable terms or otherwise. If we or our joint venture partners cannot service this debt, the joint venture may have to deed property back to the applicable lenders. There can be no assurance that we will be able to refinance or restructure such debt on acceptable terms or otherwise, or that joint venture operations or contributions by us and/or our partners will be sufficient to repay such loans. The ability to refinance this debt is negatively affected by the current condition of the credit markets, which have significantly reduced the capacity levels of commercial lending. The ability to successfully refinance or extend this debt may also be negatively affected by Old GGP's bankruptcy proceedings and the restructuring of the TopCo Debtors' debt, as well as the real or perceived decline in the value of our Unconsolidated Properties based on general and retail economic conditions.

We may not achieve our target Adjusted EBITDA and other liquidity goals

        In connection with the Plan, management has set target goals for our Adjusted EBITDA and other financial measures over the next several years. These targets are based on current information, are subject to change and may be impacted by factors outside of our control, including general economic factors, interest rates and consumer trends. As a result, we cannot assure you that we will achieve any stated target Adjusted EBITDA and other financial measures in the future.

We may not be able to raise capital through the sale of properties, including the strategic sale of non-core assets at prices we believe are appropriate

        We desire to opportunistically sell non-core assets, such as stand-alone office buildings, strip shopping centers and certain regional malls. Our ability to sell our properties to raise capital may be limited. The retail economic climate negatively affects the value of our properties and therefore reduces our ability to sell these properties on acceptable terms. Our ability to sell our properties is also negatively affected by the weakness of the credit markets, which increases the cost and difficulty for potential purchasers to acquire financing, as well as by the illiquid nature of real estate. For example, as part of our strategy to further delever our balance sheet in order to build liquidity and optimize our portfolio, we plan to reposition certain of our underperforming properties, as well as give back our

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Special Consideration Properties to the applicable lenders. If we cannot reposition these properties on terms that are acceptable to us, we may not be able to delever and realize our strategy of building liquidity and optimizing our portfolio. See "—Business Risks" for a further discussion of the effects of the retail economic climate on our properties, as well as the illiquid nature of our investments in our properties.

Risks Related to Our Common Stock and Warrants

There may not be an active trading market for our common stock and there is currently no established public market for our warrants

        There is no public market for our warrants and the common stock will be new securities and an active trading market for the common stock may not develop. We cannot assure you that a liquid trading market will develop for our common stock (or, if developed, that a liquid trading market for our common stock will be maintained), that you will be able to sell your shares of common stock at a particular time or that the prices you receive when you sell will be favorable. In addition, the liquidity of our common stock may be negatively impacted by the concentration of our common stock among the Plan Sponsors. Lack of liquidity of our common stock also may make it more difficult for us to raise additional capital, if necessary, through equity financings.

Old GGP's stock price historically has been, and the trading prices of shares of our common stock are likely to be, volatile

        The price of Old GGP's common stock on the NYSE constantly changes and has been subject to significant price fluctuations. For example, between February 24, 2010 (the day Old GGP re-listed on the NYSE) and November 5, 2010, the intra-day price of Old GGP's common stock on the NYSE fluctuated between $12.23 and $18.15 per share. We expect that the market price of our common stock also will fluctuate significantly. The trading price of our common stock can fluctuate as a result of a variety of factors, many of which are beyond our control. These factors may include:

•

our obligations that remain after Old GGP's emergence from bankruptcy;



•

actual or anticipated variations in our operating results;



•

changes in our funds from operations or earnings estimates;



•

the success of our real estate redevelopment and expansion strategy;



•

our ability to comply with the financial covenants in our debt agreements and the impact of restrictive covenants in our debt agreements;



•

our access to financing;



•

changes in market valuations of similar companies;



•

speculation in the press or investment community; and



•

the realization of any of the other risk factors included in this prospectus.

In addition, the market in general has recently experienced extreme volatility that has often been unrelated to the operating performance of a particular company. These broad market fluctuations may adversely affect the market price of our common stock.

The market price of our warrants will be directly affected by the market price of our common stock, which may be volatile.

        To the extent that a secondary market for our warrants develops, we believe that the market price of our warrants will be significantly affected by the market price of our common stock. We cannot

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predict how the shares of our common stock will trade in the future. This may result in greater volatility in the market price of our warrants than would be expected for non-exercisable securities.

The market price of our common stock may decline below the price per share of the common stock registered hereby, and as a result, you may not be able to resell your shares of common stock at or above your purchase price and you may lose all or part of your investment

        We cannot assure you that the market price of our common stock will not be below the price per share at issuance, or will not decline further below this price per share. If that occurs, you will suffer an immediate unrealized loss on those shares. As a result, you may not be able to resell shares of the common stock at or above your purchase price or the exchange price per share, as applicable, and you may lose all or part of your investment in our common stock. The price per share in this registration should not be considered an indication of the future trading price of our common stock.

There may be dilution of our common stock from the exercise of our warrants and stock options or the issuance of additional stock through our Equity Plan (as defined herein), which may materially adversely affect the market price of our common stock or our warrants and negatively impact a holder's investments.

        The exercise of some or all of the warrants or options outstanding for our common stock will dilute the ownership interest of our existing stockholders. Likewise, any additional issuances of common stock, through our Equity Plan or otherwise, will dilute the ownership interests of our existing stockholders. Any sales in the public market of such additional common stock could adversely affect prevailing market prices of the outstanding shares of our common stock or warrants. In addition, the existence of our warrants or options may encourage short selling or arbitrage trading activity by market participants because the exercise of our warrants or options could depress the price of our common stock. As noted above, a decline in the market price of our common stock may negatively impact the market price for our warrants.

Future issuances and sales of our capital stock or securities convertible into or exchangeable for our capital stock by us or by existing stockholders may adversely affect the market price for our common stock and may cause dilution to our stockholders

        Additional issuances and sales (including resales by certain of our stockholders who have registration rights, including the Plan Sponsors, Texas Teachers, the Blackstone Investors and issuances of stock to the Plan Sponsors and other participating stockholders pursuant to the dividend reinvestment plan we expect to implement in 2011) of capital stock or securities convertible into or exchangeable for capital stock, or the perception that such issuances and sales could occur, may cause prevailing market prices for our common stock to decline and may adversely affect our ability to raise additional capital in the financial markets at a time and price favorable to us. Our directors, executive officers, and certain significant stockholders will be subject to lockup agreements described in "Underwriting" and "Plan of Reorganization—The Plan of Reorganization and Disclosure Statement—Funding of the Plan—Investment Agreements with the Plan Sponsors." After these lockups have expired, additional shares will be eligible for sale in the public markets. The price of our common stock may drop significantly when the lockup agreements expire. Any additional future issuance of our capital stock will reduce the percentage of our common stock owned by investors who purchase shares registered hereby that do not participate in future issuances. However, for so long as such Plan Sponsor beneficially owns at least 5% of our outstanding common stock on a fully diluted basis, each Plan Sponsor will have the right to purchase New GGP common stock as necessary to allow them to maintain their respective proportionate ownership interests in New GGP on a fully diluted basis. In most circumstances, stockholders will not be entitled to vote on whether or not we issue additional capital stock. In addition, depending on the terms and pricing of an additional offering of our common

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stock and the value of our properties, our stockholders may experience dilution in both the book value and the market value of their shares.

The adjustment to the exercise price for warrants exercised in connection with an anti-dilutive adjustment event may not adequately compensate you for any lost value of your warrants as a result of such transaction.

        If a specified corporate event or transaction constituting a dilutive event occurs, under certain circumstances we will decrease the exercise price for warrants exercised in connection with such dilutive adjustment event. The decrease in the exercise price will be determined based on the date on which the dilutive event occurs or becomes effective and the price paid per share of our common stock in such dilutive event. The adjustment to the exercise price for warrants exercised in connection with a dilutive event may not adequately compensate you for any lost value of your warrants as a result of such dilutive event.

Under certain circumstances, holders may have to pay U.S. federal income tax as a result of a deemed distribution with respect to our common stock or warrants—even if holders do not receive a corresponding distribution of cash—such as, if we adjust, or fail to adjust, the exercise price of the warrants in certain circumstances.

        Holders of our common stock or warrants may be treated as having received a constructive distribution in certain circumstances, for example if we make certain adjustments to (or fail to make adjustments to) the exercise price of the warrants and such adjustment (or failure to make an adjustment) has the effect of increasing the proportionate interest of certain holders in our earnings and profits or assets. Such a distribution could be treated as a taxable dividend or capital gain for U.S. federal income tax purposes even though holders do not receive any cash with respect to such constructive distribution. In addition, non-U.S. holders (as defined in "United States Federal Income Tax Considerations") may be subject to U.S. federal withholding tax on any such constructive distribution on our common stock or warrants. You are advised to consult your independent tax advisor and to read the section titled "United States Federal Income Tax Considerations" regarding the possibility and tax treatment of any deemed distributions for U.S. federal income tax purposes.

Risks Related to the Distribution of THHC

If the distribution of THHC does not qualify as a tax-free distribution under Section 355 of the Code, then Old GGP and its subsidiaries may be required to pay substantial U.S. federal income taxes

        Old GGP has received a private letter ruling from the Internal Revenue Service (the "IRS") to the effect that the distribution and certain related transactions will qualify as tax-free to Old GGP and its subsidiaries for U.S. federal income tax purposes (the "IRS ruling"). A private letter ruling from the IRS generally is binding on the IRS. Such IRS ruling does not rule that the spin-off satisfies every requirement for a tax-free spin-off, and the parties will rely solely on the advice of counsel for comfort that such additional requirements are satisfied.

        The IRS ruling is based on, among other things, certain representations and assumptions as to factual matters made by Old GGP. The failure of any factual representation or assumption to be true, correct and complete in all material respects could adversely affect the validity of the IRS ruling. In addition, the IRS ruling is based on current law, and cannot be relied upon if current law changes with retroactive effect. Old GGP has also entered into a tax matters agreement with THHC, pursuant to which, among other things, Old GGP may be held liable for costs incurred as a result of the unavailability of the IRS ruling if Old GGP caused such invalidity. If THHC caused such invalidity, THHC could be liable for such costs. If the cause for the invalidity cannot be determined or was not caused by a single party, then Old GGP and THHC will share such liability.

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We may be required to indemnify THHC for certain tax liabilities

        Pursuant to the Investment Agreements, New GGP may be liable to indemnify THHC from and against 93.75% of any and all losses, claims, damages, liabilities and reasonable expenses to which THHC and its subsidiaries become subject, in each case solely to the extent directly attributable to certain taxes related to sales in Old GGP's Master Planned Communities segment prior to March 31, 2010, in an amount up to the Indemnity Cap (as subsequently defined). The Indemnity Cap is calculated as the lesser of (a) $303,750,000 and (b) the Excess Surplus Amount. The Excess Surplus Amount is determined using a complex formula described in the investment agreement with Brookfield Investor. See "Plan of Reorganization—The Plan of Reorganization and Disclosure Statement—Funding of the Plan—Spinco Note and Tax Indemnity." We estimate that the Indemnity Cap will be equal to $303,750,000. In addition, if THHC is obligated to pay MPC Taxes (as defined in the Investment Agreements) within 36 months after the Effective Date and New GGP is not then obligated to indemnify THHC as a consequence of the Indemnity Cap, then solely with respect to such payments, New GGP shall make such payments and enter into a promissory note with THHC with terms similar to the Spinco Note.

We may not obtain benefits from or be adversely affected by the distribution of THHC, and the distribution of THHC may occupy a substantial amount of management's time

        New GGP and THHC may not achieve some or all of the expected benefits of the distribution of THHC, or may not achieve them in a timely fashion. Following the distribution, our operational and financial profile will change as a result of the separation of THHC's assets from our other businesses. As a result, our diversification of revenue sources will diminish. Some of the assets being distributed to THHC may also compete directly with our properties in the future. For example, New GGP entered into a transition services agreement with THHC, pursuant to which members of New GGP's management team will assist with transition services for THHC. In addition to possible disputes, these obligations may occupy a substantial amount of our management's time. It is also possible that the separation of New GGP and THHC may result in disputes regarding the terms of such separation and/or future performance pursuant to agreements entered into in order to effectuate such separation.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

        Certain statements in this prospectus, including statements such as "anticipate," "believe," "estimate," "expect," "intend," "plan," "project," "target," "can," "could," "may," "should," "will," "would" or similar expressions, constitute "forward-looking statements." Forward-looking statements are based on our current plans, expectations and projections about future events. Forward-looking statements should not be unduly relied upon. They give our expectations about the future and are not guarantees. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance and achievements to materially differ from any future results, performance and achievements expressed or implied by such forward-looking statements. We caution you therefore against relying on any of these forward-looking statements.

        Forward-looking statements include, but are not limited to:

•

descriptions of plans or objectives of our management for plans of reorganization and related transactions, debt repayment or restructuring, modification or extension, strategic alternatives, including capital raises and asset sales, and future operations;



•

projections of our revenues, income, earnings per share, FFO, NOI, capital expenditures, income tax and other contingent liabilities, dividends, leverage, capital structure or other financial items;



•

expectations related to future occupancy or performance;



•

forecasts of our future economic performance; and



•

descriptions of assumptions underlying or relating to any of the foregoing.

        In this prospectus, for example, we make forward-looking statements discussing our expectations about:

•

our ability to achieve cost savings, and renew and enter into leases on favorable terms;



•

our ability to reduce our debt and to reach our target ratio of net debt to Adjusted EBITDA of 7.0 to 1.0 or other liquidity goals within our expected time frame or at all;



•

recovery of the global economy, and our expectation that improvements in economic factors will drive improvements in our business;



•

our properties being located in favorable market areas with potential for future growth;



•

our ability to attract quality tenants; and



•

the redevelopment of our properties and expectations about current projects underway at our properties.

        Factors that could cause actual results to differ materially from those expressed or implied by the forward-looking statements include but are not limited to:

•

economic conditions, especially in the retail sector, which may have an adverse affect on our revenues and available cash, including our ability to lease and collect rent, bankruptcy or store closures of tenants, department store productivity, co-tenancy provisions and ability to attract new tenants;



•

our inability to buy and sell real estate quickly;



•

the fact that we invest primarily in regional malls and other properties, which are subject to a number of significant risks which are beyond our control;



•

risks associated with the redevelopment and expansion of properties;



•

the possibility that our business strategies may not be effective or may change over time;

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•

New GGP's lack of an operating history of its own and dependence on its subsidiaries for cash;



•

New GGP's inability to qualify as a REIT;



•

an attempt to acquire us may be hindered by an ownership limit, certain anti-takeover defenses and applicable law;



•

the possibility of significant variations from the projections filed in Bankruptcy Court and our actual financial results;



•

the effect of the bankruptcy on our operations;



•

the possibility of the Plan Sponsors having substantial control of our company, whose interests may be adverse to ours or yours;



•

our new directors and officers may change our current long-range plans;



•

our new directors may be involved or have interests in other businesses, including, without limitation, real estate activities and investments;



•

our substantial indebtedness; and



•

the other risks described in "Risk Factors."

        These forward-looking statements reflect our current views with respect to future events and are based on assumptions and subject to risks and uncertainties. Also, these forward-looking statements present estimates and assumptions only as of the date of this prospectus. Except as may be required by law, we undertake no obligation to modify or revise any forward-looking statements to reflect events or circumstances occurring after the date of this prospectus.

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PLAN OF REORGANIZATION

        This section provides a description of the TopCo Debtors' reorganization and emergence from the bankruptcy protection of the Chapter 11 Cases and reflects the confirmation of the Plan by the Bankruptcy Court. The description in this section is qualified in its entirety by reference to the Plan, as on file with and confirmed by the Bankruptcy Court as of the date of this prospectus. The terms of the Plan are more detailed than the description provided below. In the event of an inconsistency between this prospectus and the Plan, the terms of the Plan control. The Plan was prepared for the purpose of obtaining approval from the Bankruptcy Court with respect to the treatment of the claims of the TopCo Debtors, and not for the purpose of providing the basis for an investment decision with respect to our common stock. The Plan should not be relied upon in any way or manner in connection with this registration and should not be regarded as representations or warranties by Old GGP for the purpose of this prospectus or be deemed to be incorporated by reference herein.

The Chapter 11 Cases

        Old GGP and certain of its domestic subsidiaries filed voluntary petitions for relief under the Bankruptcy Code on April 16, 2009 (the "Petition Date"). On April 22, 2009, certain additional domestic subsidiaries of Old GGP also filed voluntary petitions for relief in the Bankruptcy Court, which the Bankruptcy Court has ruled may be jointly administered. For a discussion of the events leading up to the Chapter 11 Cases, see "Management's Discussion and Analysis of Financial Condition and Results of Operations—Overview."

        At the time of Old GGP's filing, the Debtors, all of which are consolidated in Old GGP's consolidated financial statements, owned and operated 166 regional shopping centers in the aggregate. During the bankruptcy the non-Debtors continued their operations and were not subject to the requirements of the Bankruptcy Code. Pursuant to the Bankruptcy Code, a debtor is afforded certain protection against its creditors, and creditors are prohibited from taking certain actions (such as pursuing collection efforts or proceeding to foreclose on secured obligations) related to debts that were owed prior to the commencement of its bankruptcy case. Accordingly, although the commencement of the Chapter 11 Cases triggered defaults on substantially all debt obligations of the Debtors, creditors were stayed from taking any action as a result of such defaults. Absent an order of the Bankruptcy Court, these prepetition liabilities are subject to settlement under a plan of reorganization.

        On October 21, 2010, the Bankruptcy Court entered an order confirming the Plan. On November 9, 2010, the Plan became effective and Old GGP emerged from bankruptcy. Upon the consummation of the Plan and after giving effect to our recent equity offering and the application of the use of proceeds therefrom, we expect that Old GGP's stockholders will own 45.7% (a minority of New GGP common stock), Brookfield Investor will own 24.6%, Fairholme will own 14.1%, Pershing Square will own 7.7%, the Blackstone Investors will own 5.1% and Texas Teachers will own 2.6% of New GGP's common stock.

The Plan of Reorganization and Disclosure Statement

Filing of the Plan of Reorganization and Disclosure Statement

        On August 27, 2010, Old GGP filed the Plan and the Disclosure Statement with the Bankruptcy Court with respect to the Chapter 11 Cases for the TopCo Debtors. The Plan set forth the structure of New GGP at the Effective Date and outlined the manner in which the prepetition creditors' and equity holders' various claims against and interests in the TopCo Debtors were treated.

Distribution of THHC

        In conjunction with the Plan, certain assets and liabilities of Old GGP were contributed to THHC. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Distribution of THHC." On or prior to the Effective Date, approximately 32.5 million shares of common stock of THHC were distributed or issued to the common and preferred unit holders of GGPLP, which includes Old GGP,

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and then Old GGP distributed its portion of such shares to holders of Old GGP common stock under the Plan. The distribution of shares was exempt from registration under the Securities Act pursuant to Section 1145 of the Bankruptcy Code. Neither Old GGP nor New GGP will retain any ownership interest in THHC.

Funding of the Plan

        The TopCo Debtors funded their emergence from bankruptcy from the proceeds of the transactions described below. These proceeds were used to fund distributions to be made pursuant to the Plan, fees and expenses, general working capital needs after emergence and other general corporate purposes.

Investment Agreements with the Plan Sponsors

        In order to fund a portion of the Plan, Old GGP entered into a Cornerstone Investment Agreement (as amended, the "Brookfield Investor Agreement"), with Brookfield Investor, a Stock Purchase Agreement with Fairholme (as amended, the "Fairholme Agreement") and a Stock Purchase Agreement with Pershing Square (as amended, the "Pershing Square Agreement" and, together with the Brookfield Investor Agreement and the Fairholme Agreement, the "Investment Agreements").

        Investment.    The Investment Agreements provide that, subject to the conditions set forth in the agreements, the Plan Sponsors were committed to fund an aggregate of $6.55 billion, consisting of an equity investment in New GGP and its subsidiaries in the amount of $6.3 billion and a commitment to purchase $250 million of common stock of THHC. The Plan Sponsors entered into agreements with Blackstone whereby Blackstone subscribed for approximately 7.6% of the New GGP common stock and 7.6% of the THHC common stock issued to each of the Plan Sponsors on the Effective Date (for the same price paid by such Plan Sponsors) and, in connection therewith, Blackstone received an allocation of each Plan Sponsor's Permanent Warrants. Pursuant to the Investment Agreements, Brookfield Investor invested $2.309 billion, Fairholme invested approximately $2.507 billion, and Pershing Square invested approximately $1.003 billion and the Blackstone Investors invested approximately $481 million in New GGP through the purchase of New GGP common stock at a price of $10.00 per share. Subject to certain limitations, these purchase commitments were permitted to be satisfied by the application of allowed claims against the TopCo Debtors held by the applicable Plan Sponsor against the aggregate purchase price owed by the applicable Plan Sponsor for shares of New GGP common stock at a valuation of $10.00 per share.

        In accordance with the Investment Agreements, up to 155 million shares (representing $1.55 billion of the shares of our common stock issued to Fairholme and Pershing Square on the Effective Date) have been reserved for repurchase within 45 days after the Effective Date with the proceeds of our recent equity offering. In order to be entitled to repurchase such shares, the price per share of common stock in such offering must be at least $10.50 per share (net of all underwriting and other discounts, fees and related consideration). In connection with our election to reserve shares for repurchase after the Effective Date, we paid to Fairholme and/or Pershing Square, as applicable, in cash on the Effective Date, an amount equal to $0.25 per reserved share (or approximately $38.75 million in the aggregate).

        In connection with our election to reserve Pershing Square's shares for repurchase as described above, $350 million of Pershing Square's equity capital commitment was fulfilled by the payment of cash to New GGP at closing in exchange for unsecured note(s) issued by New GGP to Pershing Square which are payable six months from closing (the "Pershing Square Bridge Notes"). The Pershing Square Bridge Notes bear interest at a rate of 6% per annum and are prepayable by New GGP (from the proceeds of equity offerings or other sources of cash) at any time without premium or penalty. One of the ways that New GGP may raise the cash to repay the Pershing Square Bridge Notes is to exercise its Put Right. New GGP intends to repay the Pershing Square Bridge Notes shortly after the Effective Date. Accordingly, the Put Right will terminate upon repayment of the Pershing Square Bridge Notes.

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To the extent that the Pershing Square Bridge Notes are still outstanding 90 days after the Effective Date, interest will accrue on the unpaid amount of the Pershing Square Bridge Notes, including due but unpaid interest, at a default rate equal to the stated interest rate plus 2.00%.

        Warrants.    In addition, in lieu of the receipt of any fees that would be customary in similar transactions, the Investment Agreements provided for the issuance of approximately 103 million warrants to Brookfield Investor and Fairholme to purchase approximately 103 million shares of Old GGP's common stock at $15.00 per share (the "Interim Warrants"). The Interim Warrants were issued on May 10, 2010 following the Bankruptcy Court's approval of the Investment Agreements. The Interim Warrants vest as follows: 40% upon issuance, 20% on July 12, 2010, and the remaining Interim Warrants will vest in equal daily installments from July 13, 2010 to December 31, 2010. Upon consummation of the Plan contemplated by the Investment Agreements, the Interim Warrants were cancelled and new warrants (the "Permanent Warrants") to purchase common stock of New GGP and THHC were issued to each of the Plan Sponsors and the Blackstone Investors. In accordance with the Investment Agreements and the Blackstone Designation, New GGP issued to (a) Brookfield Investor warrants to purchase up to 57.5 million shares of New GGP common stock with an initial exercise price of $10.75 per share, (b) Fairholme warrants to purchase up to 41.07 million shares of New GGP common stock with an initial exercise price of $10.50 per share, (c) Pershing Square warrants to purchase up to 16.43 million shares of New GGP common stock with an initial exercise price of $10.50 per share and (d) the Blackstone Investors warrants to purchase up to 5.0 million shares of New GGP common stock with an initial exercise price of $10.50 per share with respect to one-half of the warrants and $10.75 per share with respect to the remaining one-half of the warrants. In addition, pursuant to the Plan and after giving effect to the Blackstone Designation, THHC issued to (1) Brookfield Investor warrants to purchase up to 3.83 million shares of THHC common stock, (2) Fairholme warrants to purchase up to 1.92 million shares of THHC common stock, (3) Pershing Investor warrants to purchase up to 1.92 million shares of THHC common stock and (4) the Blackstone Investors warrants to purchase up to 0.33 million shares of THHC common stock, in each case, with an initial exercise price of $50.00 per share. These initial exercise prices and number of shares for which such warrants are exercisable would be subject to adjustment as provided in the related warrant agreements. The initial exercise prices were determined through negotiations between Old GGP and the Plan Sponsors. Each Permanent Warrant has a term of seven years from the closing date of the investments. The number of warrants is not subject to reduction even if the shares New GGP common stock issued to Fairholme and Pershing Investor are repurchased in accordance with Old GGP's clawback rights under the Investment Agreements.

        The Permanent Warrants held by each of Fairholme and Pershing Square may only be exercised upon 90 days' prior notice for the first 6.5 years after issuance and exercisable without notice any time thereafter. The Permanent Warrants held by each of Brookfield Investor and the Blackstone Investors are immediately exercisable, subject to any lockup restrictions. The Pershing Square and Fairholme Warrants are net share settled, meaning that the exercise price for the warrants will not be paid in cash and will instead be netted against the shares received upon exercise of the warrants, resulting in fewer shares being issued. We are not required to issue any fractional shares of common stock and warrant holders do not have any voting or other rights as a stockholder of our company. If we (i) pay a dividend in cash or other property or make a distribution on our common stock in shares of common stock, (ii) subdivide our outstanding shares of common stock into a greater number of shares or (iii) combine or reverse—split our outstanding shares of common stock into a smaller number of shares, then the per share warrant price and the number of warrant shares will be proportionately decreased and increased, respectively, in the case of a subdivision, distribution or stock dividend, or proportionately increased and decreased, respectively, in the case of a combination or reverse stock split. The warrants are also subject to adjustment upon certain rights offerings, certain tender and exchange offerings, and certain recapitalizations, reorganizations, reclassifications, mergers and sales of all or substantially all of our assets. The aggregate warrant price payable for the then total number of

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warrant shares available for exercise under the warrant will remain the same. In certain circumstances, upon the occurrence of a change of control other than a public stock merger or mixed consideration merger, each as defined in the warrant agreements, holders of the warrants will have the right require us to redeem the warrants at the fair value of such warrants in cash as of the date of the change of control event as determined by an independent financial expert employing a valuation methodology provided for in the terms of the warrants. Upon the occurrence of a public stock merger or a mixed consideration merger, we may elect to redeem the warrants at fair value or, to the extent of stock consideration, have the warrants continue as warrants on the stock of the acquiring parent company as provided in the warrant agreement.

        No market exists for the warrants. We cannot ensure that the warrants will be listed on any securities exchange or automated quotation system. On the Effective Date, warrants to purchase 120,000,000 shares of our common stock were outstanding.

        Preemptive Rights.    For so long as such Plan Sponsor beneficially owns at least 5% of our outstanding common stock on a fully diluted basis, each Plan Sponsor will have the right to purchase New GGP common stock and THHC common stock as necessary to allow them to maintain their respective proportionate ownership interests in New GGP and THHC on a fully diluted basis.

        THHC Investment.    Pursuant to the Investment Agreements, the Plan Sponsors and the Blackstone Investors purchased 5,250,000 shares of common stock of THHC at $47.619048 per share on the Effective Date.

        Board Rights.    The Investment Agreements provide that the board of directors of New GGP will have nine members, three of whom were nominated by Brookfield Investor and one of whom was nominated by Pershing Square. Pershing Square's right to nominate directors only applies to the initial board of directors. Brookfield Investor's right to nominate three directors will continue so long as Brookfield Investor beneficially owns at least 20% of New GGP's common stock on a fully diluted basis, with such right reducing to two directors if Brookfield Investor beneficially owns between 15% and 20% of the New GGP common stock on a fully diluted basis and one director if Brookfield Investor beneficially owns between 10% and 15% of the New GGP common stock on a fully diluted basis. Brookfield Investor will have no right to designate a director if it beneficially owns less than 10% of the New GGP common stock on a fully diluted basis.

        Conditions to Investment Agreements.    The Plan Sponsors' obligations to purchase New GGP common stock pursuant to the Investment Agreements were subject to the satisfaction (or waiver by the Plan Sponsors) of certain conditions, including:

•

no judgment, injunction, decree or other legal restraint shall prohibit the consummation of the Plan or the transactions contemplated by the Investment Agreements;



•

all permits, consents, orders, approvals, waivers, authorizations or other permissions or actions of third parties and governmental entities required for the consummation of the transactions contemplated by the Investment Agreements and the Plan shall have been made or received, and shall be in full force and effect, except for those the failure of which to make or receive would not reasonably be expected to result in a material adverse effect (as defined in the Investment Agreements);



•

certain representations and warranties made by Old GGP contained in the Investment Agreements shall be true and correct as of the closing date of the investments pursuant to the Investment Agreements;



•

Old GGP shall have complied with its obligations under the applicable Investment Agreement;



•

since the date of the Investment Agreements, there shall not have occurred any event, fact or circumstance that has had or would reasonably be expected to have, individually or in the aggregate, a material adverse effect;

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•

the Plan, in form and substance satisfactory to each Plan Sponsor, shall have been confirmed by the Bankruptcy Court by order in form and substance satisfactory to each Plan Sponsor, which confirmation order shall be in full force and effect as of the closing date of the investments pursuant to the Investment Agreements and shall not be subject to a stay of effectiveness;



•

the Disclosure Statement, in form and substance satisfactory to each Plan Sponsor, shall have been approved by order of the Bankruptcy Court in form and substance satisfactory to each Plan Sponsor;



•

the conditions to confirmation of the Plan and the conditions to the Effective Date, including the consummation of the corporate reorganization transactions, shall have been satisfied or waived in accordance with the Plan and the organizational documents of New GGP as set forth in the Plan shall be in effect;



•

the THHC share distribution and the issuance by THHC of the THHC warrants shall have occurred in accordance with the Investment Agreements;



•

certain actions taken by Old GGP relating to the contribution of assets to THHC shall be reasonably satisfactory to the Plan Sponsors and shall be in full force and effect;



•

THHC shall not have issued and outstanding on a fully diluted basis immediately following the closing of the Plan Sponsors' investments, a maximum number of shares of THHC common stock as set forth in the Investment Agreement that is more than:



•

32,468,326, plus



•

a number equal to 0.1 multiplied by the number of shares of Old GGP common stock issued on or after March 26, 2010 and prior to the record date of the THHC distribution as a result of the exercise, conversion or exchange of any stock options or convertible securities of Old GGP outstanding on March 26, 2010 and employee stock options issued pursuant to Old GGP option plans, plus



•

the number of shares of THHC common stock underlying the THHC warrants issued to the Plan Sponsors described above, plus



•

an aggregate of 5,250,000 shares issuable to the Plan Sponsors pursuant to the Investment Agreements;



•

the Permanent Warrants and shares issuable at closing of the Plan to each of the Plan Sponsors shall have been validly issued to each of the Plan Sponsors, and the related warrant and registration rights agreements shall have been executed and delivered and shall be in full force and effect;



•

New GGP shall have filed with the SEC and the SEC shall have declared effective, as of closing, to the extent permitted by applicable SEC rules, a shelf registration statement covering resales of the reorganized GGP securities issued to the Plan Sponsors, containing a plan of distribution reasonably satisfactory to the Plan Sponsors. In addition, each of New GGP and Old shall have entered into registration rights agreements with each Plan Sponsor with respect to all registrable securities issued to or held by the Plan Sponsors from time to time in a manner that permits the registered offering of securities pursuant to such methods of sale as the Plan Sponsor may reasonably request from time to time;



•

the shares of New GGP common stock issuable to the Plan Sponsors (including shares issuable upon exercise of the GGP warrants) shall be authorized for listing on the NYSE, subject to official notice of issuance, and the shares of THHC common stock issuable to the Plan Sponsors (including shares issuable upon exercise of THHC warrants) shall be authorized for listing on a U.S. national securities exchange, subject to official notice of issuance;

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•

each of the persons designated by the Plan Sponsors to the board of directors of New GGP and the board of directors of THHC, as described under "—The Plan of Reorganization and Disclosure Statement—Funding of the Plan—Board Rights," shall have been duly appointed to such board of directors;



•

New GGP shall have, on the Effective Date and after giving effect to the use of proceeds from capital raising activities permitted under the Investment Agreements (if any) and the issuance of the shares of New GGP common stock to the Plan Sponsors, and the payment and/or reserve for all allowed and disputed claims under the Plan, transaction fees and other amounts required to be paid in cash or shares under the Plan:



•

an aggregate amount of not less than $350,000,000 of proportionally consolidated unrestricted cash (as defined below) plus



•

the net proceeds of certain additional financings and the aggregate principal amount of certain debt paydowns or such higher number as may be agreed plus



•

the excess, if any, of



•

(a) the aggregate principal amount of New Debt (as defined below) and Reinstated Amounts (as defined below) over



•

(b) $1,500,000,000;



•

immediately following the closing of the transactions contemplated by the Investment Agreements after giving effect to the Plan, the aggregate outstanding proportionally consolidated debt (as defined in the Investment Agreements) of New GGP shall not exceed:



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$22,250,000,000 in the aggregate minus



•

(a) the amount of proportionally consolidated debt attributable to assets sold, returned, abandoned, conveyed, transferred or otherwise divested during the period between March 31, 2010 (the date of the Investment Agreements) through the closing minus



•

(b) the excess, if any, of $1,500,000,000 over the aggregate principal amount of new unsecured indebtedness incurred after March 31, 2010 and on or prior to the closing date of the transactions contemplated by the Investment Agreements for cash ("New Debt") and the aggregate principal amount of any debt under certain notes issued by Rouse (the "Rouse Bonds") or GGPLP's 3.98% Exchangeable Senior Notes due 2027 (the "Exchangeable Notes") that is reinstated under the Plan (such amounts reinstated, the "Reinstated Amounts") minus



•

(c) the amount of proportionally consolidated debt attributable to the assets contributed to THHC pursuant to the Investment Agreements minus



•

(d) the principal and/or liquidation preference of certain preferred securities issued by GGP Capital Trust I ("TRUPS") and the preferred or common units of limited partnership interests of GGPLP (and, such interests, "UPREIT Units") not reinstated plus



•

(e) (1) the excess of the aggregate principal amount of New Debt incurred to refinance existing debt without violation of the condition referred to in of the following bullet relating to the mortgage or encumbrance of real property assets point over the principal amount of the debt so refinanced and



(2)

new debt incurred to finance certain unencumbered properties after March 31, 2010 and on or prior to the closing plus



•

(f) the amount of other principal paydowns, writedowns and resulting impact on amortization or payments in the anticipated amortization schedule with respect to

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Fashion Show Mall (Fashion Show Mall LLC), The Shoppes at the Palazzo and Oakwood Shopping Center (Gretna, LA) currently anticipated to be made by Old GGP in connection with refinancings, or completion of negotiations in respect of its property level debt which Old GGP determines in good faith are not actually required to be made prior to closing plus

(x)

the excess, if any, of (A) the aggregate principal amount of New Debt and the Reinstated Amounts over (B) $1,500,000,000 plus



(xi)

the aggregate amount of the Pershing Square Bridge Notes issued pursuant to the Pershing Square Agreement;



•

between March 31, 2010 and the closing of the transactions contemplated by the Investment Agreements, Old GGP shall not have taken certain actions specified in the Investment Agreements, including, among others and subject to certain exceptions set forth in the Investment Agreements, relating to:



•

declaration of dividends,



•

amending Old GGP's certificate of incorporation other than to increase the authorized shares of Old GGP's common stock,



•

acquisitions,



•

sales or transfers of real property assets,



•

mortgages or encumbrances of real property assets except for certain permitted restructuring or refinancing transactions as set forth in the Investment Agreements,



•

sales or issuances of equity securities,



•

capital expenditures and



•

changes in accounting methods or principles;



•

the number of issued and outstanding shares of New GGP common stock on a fully diluted basis including the shares issuable to the Plan Sponsors shall not exceed:



•

(a) 1,104,683,256, plus



•

the number of shares (if any) issued to settle or otherwise satisfy Old GGP's obligations under the Contingent Stock Agreement effective as of January 1, 1996 (such obligations, the "Hughes heirs obligations") (as further described below), plus



•

up to 65,000,000 shares of New GGP common stock issued in Liquidity Equity Issuances (as defined below), plus



•

the number of shares of New GGP common stock underlying the warrants issued to the Plan Sponsors described under "—The Plan of Reorganization and Disclosure Statement—Funding of the Plan—Warrants", plus



•

the number of shares of Old GGP common stock issued as a result of the exercise of employee stock options outstanding on March 31, 2010, plus,



•

in the event shares of New GGP common stock are issued pursuant to a rights offering as described under "—The Plan of Reorganization and Disclosure Statement—Investments", the difference between



•

(1) the number of shares of New GGP common stock issued to existing holders of Old GGP common stock and the Plan Sponsors, in each case, in connection with such rights offering minus

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•

(2) 50,000,000 shares of New GGP common stock minus the number of shares of New GGP common stock sold to Pershing Square pursuant to the Put Right; provided, that if indebtedness under the Rouse Bonds or the Exchangeable Notes is reinstated under the Plan, or Old GGP shall have incurred New Debt, or between March 31, 2010 and the closing date of the investments Old GGP shall have sold for cash real property assets outside of the ordinary course of business, the share cap shall be reduced by the quotient obtained by dividing



•

(x) the sum of



•

(A) the lesser of (i) $1,500,000,000 and (ii) the sum of Reinstated Amounts and the net cash proceeds to Old GGP from the issuance of New Debt and



•

(B) the net cash proceeds to Old GGP from such asset sales in excess of $150,000,000 by



•

(y) $10.00.

"Liquidity Equity Issuances" is defined as issuances of shares of New GGP common stock in the Plan for cash in an aggregate amount of up to 65,000,000 shares of New GGP common stock;

•

neither Old GGP nor any of its subsidiaries shall have issued or sold any shares of Old GGP's common stock or securities, warrants or options that are convertible into or exchangeable or exercisable for, or linked to the performance of, Old GGP's common stock other than, among other exceptions:



•

(a) pursuant to the exchange of Old GGP's common stock for New GGP common stock,



•

(b) the issuance of shares pursuant to the exercise of employee stock options or



•

(c) the issuance of shares to existing holders of Old GGP common stock and the Plan Sponsors, in each case, pursuant to a rights offering as described under "—The Plan of Reorganization and Disclosure Statement—Investments", unless:



•

(i) the purchase price (or, in the case of securities that are convertible into or exchangeable or exercisable for, or linked to the performance of, common stock, the conversion, exchange or exercise price) shall not be less than $10.00 per share (net of all underwriting and other discounts, fees and any other compensation),



•

(ii) following such issuance or sale,



•

(A) no person or entity, or "group" within the meaning of Section 13(d) under the Securities Exchange Act of 1934, as amended, other than the Plan Sponsors pursuant to the Investment Agreements and any institutional underwriter or initial purchaser acting in an underwriter capacity in an underwritten offering) shall, after giving effect to such issuance or sale, beneficially own more than 10% of the common stock on a fully diluted basis and



•

(B) no four persons, entities or groups (other than Plan Sponsors) shall, after giving effect to such issuance or sale, beneficially own more than 30% of Old GGP's common stock on a fully diluted basis (provided that this clause (ii) shall not be applicable to any conversion or exchange of claims against the TopCo Debtors into New GGP common stock pursuant to the Plan; provided, further, that sub-clause (B) of this clause (ii) shall not be applicable with respect to any entity listed on a certain exhibit to the Investment Agreements), and



•

(iii) the Plan Sponsors shall have been offered the opportunity to purchase a specified percentage of such shares;

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•

the Plan Sponsors shall have received a legal opinion to the effect that Old GGP for all taxable years commencing with the taxable year ended December 31, 2005 through December 31, 2009 has been subject to taxation as a REIT and has operated since January 1, 2010 to the closing date of the investments in a manner consistent with the requirements for qualification and taxation as a REIT;



•

entry into the standstill agreements described under "—The Plan of Reorganization and Disclosure Statement—Funding of the Plan—Standstill Agreements";



•

the claims or interest related to the Hughes heirs obligations shall have been determined by order of the Bankruptcy Court entered on or prior to the Effective Date and satisfied in accordance with the terms of the Plan;



•

the Spinco promissory note, if any, shall have been issued by THHC (or one of its subsidiaries, provided that such note is guaranteed by THHC) in favor of GGPLP; and



•

the issuance of the Pershing Square Bridge Notes, if applicable.

        Standstill Agreements.    The Plan Sponsors also entered into "Standstill Agreements" with respect to New GGP that set forth, among other things (a) the size of, the minimum number of independent directors on, and the composition of the nominating committee of, New GGP's board of directors, (b) voting for directors and certain other matters, (c) required approvals for (1) certain change in control transactions and related-party transactions involving the applicable Plan Sponsor and (2) the applicable Plan Sponsor to increase its percentage ownership in the applicable company above an agreed cap, and (d) transfers of shares of the applicable company by the Plan Sponsor. Specifically, the standstill agreements contemplate the following:

•

so long as a Plan Sponsor beneficially owns more than 10% of the outstanding New GGP common stock, such Plan Sponsor will support the following principles: the New GGP board of directors will have a majority of independent directors, the nominating committee will consist of a majority of members not affiliated with or nominated by the Plan Sponsors, and the New GGP board of directors will have nine members not to be increased or reduced, unless approved by 75% of the board;



•

with respect to voting,



•

affiliate transactions require approval of a majority of disinterested directors;



•

certain change of control transactions involving a stockholder that owns more than 10% of New GGP common stock on a fully diluted basis require approval of a majority of disinterested directors and a majority of voting power of the stockholders (other than such 10% or greater stockholder)



•

for Brookfield Investor and Pershing Square in connection with a vote for the election of directors and for Fairholme, in connection with any vote, (a) Brookfield Investor may vote all of its shares as it wishes with respect to its designees and, with respect to other nominees, may vote 10% of the outstanding New GGP common stock as it wishes, but must vote the rest of its shares in proportion to the other stockholders, and (b) Fairholme and Pershing Square may each vote 10% of the outstanding New GGP common stock as it wishes, but each must vote the rest of its shares in proportion to the other stockholders;



•

in connection with any stockholder vote, if the New GGP board recommends that stockholders approve the matter, Brookfield Investor may vote against or in favor of such matter in its sole discretion, and, if the New GGP board recommends that the stockholders not approve the matter, Brookfield Investor may vote (a) against the matter, or (b) in favor of the matter, provided that if Brookfield Investor owns more than 30% of the outstanding New GGP common stock, Brookfield Investor must vote its shares in excess of 30% in proportion to votes cast;

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•

subject to certain exceptions, the Plan Sponsors may not acquire beneficial ownership of or an economic interest in New GGP common stock that is greater than:



•

in the case of Brookfield Investor, 45% of the outstanding New GGP common stock;



•

in the case of Pershing Square, the lesser of (a) 25% of the outstanding New GGP common stock and (b) the sum of 5% and the percentage of the outstanding New GGP common stock owned by Pershing Square as of the Effective Date; and



•

in the case of Fairholme, the lesser of (a) 30% of the outstanding New GGP common stock and (b) the sum of 5% and the percentage of the outstanding New GGP common stock owned by Fairholme as of the Effective Date;



•

unless approved by a majority of independent directors, none of the Plan Sponsors may sell or otherwise transfer New GGP common stock if transferee would beneficially own more than 10% of New GGP common stock then outstanding, except for (a) transfers to affiliates or third-parties that agree to ownership and voting restrictions, (b) registered offerings that are widely distributed, (c) Rule 144 sales, (d) mergers or other transactions approved by the New GGP board and a majority of all stockholders and (e) tender offers in which all other stockholders are allowed to sell on the same terms.

        A standstill agreement will terminate (a) upon mutual agreement, if approved by a majority of the disinterested directors, (b) if stockholders other than the Plan Sponsors own more than 70% of shares of New GGP common stock then outstanding and the applicable Plan Sponsor owns less than 15% of shares of New GGP common stock then outstanding, (c) if the applicable Plan Sponsor owns less than 10% of shares of New GGP common stock then outstanding, (d) upon a change of control not involving the applicable Plan Sponsor, or (e) upon the sale of all or substantially all of the assets or voting securities of New GGP.

        Brookfield Relationship Agreement.    In connection with the investment by Brookfield Investor, Brookfield Asset Management Inc. ("BAM") entered into an agreement with New GGP (the "Relationship Agreement") which provides that, subject to the terms thereof, New GGP serves as the primary vehicle through which opportunities presented to BAM and its affiliates to acquire or develop regional malls or portfolios of regional malls in the United States and Canada will be made by BAM and its affiliates. Pursuant to the Relationship Agreement, New GGP acknowledges that BAM and its affiliates carry on a diverse range of businesses in Canada and the United States and worldwide, including the development, ownership and/or management of office properties and other real estate assets, real estate assets, homebuilding operations, and investing and advising on investing in any of the foregoing or loans, debt instruments and other securities with underlying real estate collateral or exposure including regional malls, both as principal and through other public companies that are affiliates of BAM or through private investment vehicles and accounts established or managed by affiliates of BAM.

        The Relationship Agreement also expressly provides that:

•

nothing in the Relationship Agreement shall require BAM to allocate any minimum level of dedicated resources for the pursuit of opportunities to acquire or develop regional malls or portfolios of regional malls and BAM and its affiliates are not prohibited from establishing or advising other persons that rely on the diligence, skill and business contacts of the BAM's and its affiliates' professionals and the information and acquisition opportunities they generate during the normal course of their activities;



•

nothing in the Relationship Agreement limits or restricts BAM and its affiliates from carrying on their respective business;

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•

nothing in the Relationship Agreement limits or restricts the ability of BAM and its affiliates from making any investment recommendation or taking any other action in connection with its public securities advisory businesses;



•

nothing in the Relationship Agreement limits or restricts BAM or any of its affiliates from investing in any loans or debt securities outside of its public securities advisory businesses or from taking any action in connection with any loan or debt security notwithstanding that the underlying collateral is comprised of or includes a regional mall or portfolio or regional malls in the Canada and the United States, provided that the original purpose of the investment was not to acquire a controlling interest in a regional mall or portfolio consisting primarily of regional malls;



•

nothing in the Relationship Agreement limits or restricts BAM or any of its affiliates from establishing or advising a real estate investment turnaround program or a general real estate opportunity fund whose investment objectives include acquiring or developing regional malls or portfolios of regional malls in the United States and Canada or carrying out any investment provided that for any investment carried out by a real estate investment turnaround program or a general real estate opportunity fund that involves acquiring or developing regional malls or portfolios of regional malls in the United States and Canada, and New GGP will be offered the opportunity to take up a portion of BAM's or its affiliate's share of such opportunity (subject to any limitations required by the investors in any such real estate investment turnaround program or general real estate opportunity fund) and, where applicable be the property manager of the underlying regional mall or malls; and



•

nothing in the Relationship Agreement in any way restricts BAM or its affiliates from acquiring or holding an investment of less than 5% of the outstanding shares of any publicly traded company or from carrying out any other investment of a company or real estate portfolio where the underlying assets do not principally constitute regional malls.

        In the event that New GGP declines any opportunities to acquire or develop regional malls or portfolios of regional malls in the United States and Canada that BAM has made available to New GGP and its subsidiaries (or New GGP does not confirm that it wishes to pursue such opportunity within a reasonable period of time after such opportunity has been presented), BAM may pursue such opportunity for its own account, without restriction.

        Transfer Restrictions.    Brookfield Investor is subject to lock-up restrictions on its ability to sell, transfer or dispose of its shares of New GGP common stock and its Permanent Warrants for 18 months following the Effective Date (the "lock-up period"). In the first six months of the lock-up period, Brookfield Investor may not sell, transfer or dispose of any shares of New GGP common stock or its Permanent Warrants. In the second six months of the lock-up period, Brookfield Investor may sell, transfer or dispose of up to an aggregate of 8.25% of its shares of New GGP common stock and up to an aggregate of 8.25% of its Permanent Warrants. In the final six months of the lock-up period, Brookfield Investor may sell, transfer or dispose of up to an aggregate of 16.5% of its shares of New GGP common stock and up to an aggregate of 16.5% of its Permanent Warrants (in each case including any shares transferred or sold during the second six months of the lock-up period). After 18 months following the Effective Date, Brookfield Investor will not be restricted from any transfer of its shares of New GGP common stock and the Permanent Warrants.

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        Registration Rights Agreements.    In addition, each of the Plan Sponsors entered into registration rights agreements with respect to their securities in New GGP and THHC. See "Certain Relationships and Related Party Transactions—Plan of Reorganization Agreements—Registration Rights Agreements."

Investment Agreement—Texas Teachers

        Old GGP also entered into an investment agreement with Texas Teachers, pursuant to which Texas Teachers committed to fund $500.0 million for new equity capital of New GGP at a value of $10.25 per share. In accordance with the investment agreement, up to approximately 24.4 million shares (representing $250.0 million of the shares of common stock issued to Texas Teachers on the Effective Date) have been reserved for repurchase within 45 days after the Effective Date. Old GGP will use the proceeds of our recent equity offering of common stock to repurchase such shares at a price of $10.25 per share. No fee was required to be paid to Texas Teachers in connection with the repurchase election. Texas Teachers received customary piggyback registration rights pursuant to a registration rights agreement.

Revolving Credit Facility

        On the Effective Date, we entered into a revolving credit facility providing for revolving loans in the amount of $300.0 million, none of which was used to consummate the Plan. See "Description of Certain Indebtedness—Revolving Credit Facility."

Spinco Note and Tax Indemnity

        The Spinco Note, which was an ancillary agreement contemplated by the Investment Agreements with the Plan Sponsors, was designed to allocate value between New GGP (and, indirectly, the Plan Sponsors, who will be investing in New GGP) and THHC (and, indirectly, Old GGP's stockholders who, following the distribution of THHC's shares pursuant to the Plan, will be the majority stockholders of THHC), in a manner that is similar to a post-closing purchase price adjustment in the acquisition of a business. The purchase price per share of New GGP common stock which the Plan Sponsors are committed to pay under the Investment Agreements is based on several financial metric assumptions for New GGP, and the Spinco Note was intended to compensate New GGP for certain differences between these assumptions and actual results as New GGP emerges from bankruptcy following the implementation of the Plan. The Spinco Note was intended to compensate New GGP (and, indirectly, the Plan Sponsors) for these differences, while not adversely impacting THHC's liquidity by not requiring THHC to settle these differences in cash on the Effective Date.

        The financial metrics that were to be taken into account (through the operation of a complex formula described in detail below) in determining whether the Spinco Note will be issued and, if issued, the principal amount of the note, included (but were not limited to):

•

the amount of New GGP's debt and cash at the Effective Date;



•

the amount of certain claims that are allowed against the TopCo Debtors in the Chapter 11 Cases;



•

the amount agreed upon or ordered by the Bankruptcy Court to resolve the Hughes heirs obligations;



•

the amount of certain costs and expenses incurred by Old GGP to form and establish THHC (referred to as "THHC Setup Costs"); and

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•

the amount, if any, of the proceeds of equity capital raises conducted by New GGP at a price that exceeds the price per share paid by the Plan Sponsors pursuant to the Investment Agreements.

        Based on the calculation of these amounts on the Effective Date, the Spinco Note was not required to be issued by THHC on the Effective Date.

        A more detailed discussion of the calculation of the Spinco Note and the relationship between the Spinco Note and the tax indemnities follows.

        Calculation of the Spinco Note.    If issued on the Effective Date, the Spinco Note would have been a five year, unsecured promissory note payable by THHC or one of its subsidiaries to New GGP or one of its subsidiaries. The Spinco Note would mature on the fifth anniversary of the Closing Date (or the next succeeding business day). The Spinco Note would bear interest at the lower of 7.5% per annum and the weighted average effective rate of interest payable (after giving effect to the payment of any underwriting and all other discounts, fees and other compensation) on each series of New Debt issued in connection with the Plan. Whether a Spinco Note was to be be issued on the Effective Date and the amount of the Spinco Note if issued were determined based on:

•

the amount of Closing Date Net Debt (described below) as compared to Target Net Debt (described below),



•

the amounts paid in respect of the Hughes heirs obligations, and



•

the amount of any Offering Premium.

        Closing Date Net Debt is calculated as

•

Proportionally Consolidated Debt (described below) plus any accrued and unpaid interest thereon plus any new corporate debt to be raised upon the Effective Date, less



•

the Reinstatement Adjustment Amount (described below) plus



•

the Permitted Claims Amount (described below) less



•

the amount of Proportionally Consolidated Debt attributable to assets of the Old GGP, its subsidiaries and other persons in which Old GGP, directly or indirectly, holds a minority interest sold, returned, abandoned, conveyed, transferred or otherwise divested during the period between the date of the Investment Agreements and through the closing, but excluding any deficiency, guaranty or other similar claims associated with the Special Consideration Properties, less



•

the amount of Proportionally Consolidated Unrestricted Cash (described below); provided, however, that the net proceeds attributable to sales of assets of the Old GGP, its subsidiaries and other persons in which Old GGP, directly or indirectly, holds a minority interest sold, returned, abandoned, conveyed, or otherwise transferred during the period between the date of the Investment Agreements and through the closing shall be deducted prior to subtracting Proportionally Consolidated Unrestricted Cash.

        Target Net Debt is defined in the Investment Agreements as equal to $22,970,800,000.

        Proportionally Consolidated Debt means consolidated debt of Old GGP less

•

all debt of subsidiaries of Old GGP that are not wholly-owned and other persons in which Old GGP, directly or indirectly, holds a minority interest, to the extent such debt is included in consolidated debt, plus



•

Old GGP's share of debt for each non-wholly owned subsidiary of Old GGP and each other person in which Old GGP, directly or indirectly, holds a minority interest based on Old GGP's pro-rata economic interest in each such subsidiary or person or, to the extent to which Old GGP

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is directly or indirectly (through one or more subsidiaries or persons) liable for a percent of such debt that is greater than such pro-rata economic interest in such subsidiary or person, such larger amount; provided, however, for purposes of calculating Proportionally Consolidated Debt, the debt of the Brazilian entities shall be deemed to be $110,437,781.

        The Reinstatement Adjustment Amount is calculated as the total amount of Corporate Level Debt less the total amount of Corporate Level Debt to be reinstated on the Effective Date. Corporate Level Debt consists of the sum of the TopCo Debtors' unsecured debt, the DIP Facility and other debt (in each case, including any existing accrued and unpaid interest thereon). The DIP Facility is that certain Senior Secured Debtor in Possession Credit, Security and Guaranty Agreement among Old GGP, as co-borrower, GGPLP, as co-borrower, certain of their subsidiaries, as guarantors, the agent and the lenders party thereto.

        The Permitted Claims Amount is as of the Effective Date, an amount equal to the sum of, without duplication,

•

the aggregate amount of accrued and unpaid permitted claims that have been allowed (by order of the Bankruptcy Court or pursuant to the terms of the Plan) as of the Effective Date, plus



•

the aggregate amount of the reserve to be estimated pursuant to the Plan with respect to accrued and unpaid permitted claims that have not been allowed or disallowed (in each case by order of the Bankruptcy Court or pursuant to the terms of the Plan) as of the Effective Date (the "Reserve"), plus



•

the aggregate amount of the THHC setup costs (other than professional fees and disbursements of financial, legal and other advisers and consultants retained in connection with the administration and conduct of Chapter 11 Cases) as of the Effective Date; provided, however, that there shall be no duplication with any amounts otherwise included in Closing Date Net Debt.

        Proportionally Consolidated Unrestricted Cash means the consolidated unrestricted cash of Old GGP less

•

all unrestricted cash of subsidiaries of the Old GGP that are not wholly-owned and persons in which Old GGP, directly or indirectly, owns a minority interest, to the extent such unrestricted cash is included in consolidated unrestricted cash of the Old GGP, plus



•

Old GGP's share of unrestricted cash for each non-wholly owned subsidiary of Old GGP and persons in which Old GGP, directly or indirectly, owns a minority interest based on Old GGP's pro-rata economic interest in each such subsidiary or person; provided, however, for purposes of calculating Proportionally Consolidated Unrestricted Cash (described below), the unrestricted cash of the Brazilian entities shall be deemed to be $82,000,000, provided, further, that any distributions of unrestricted cash made from the date of the Investment Agreements to the closing by Brazilian entities to Old GGP or any of its subsidiaries shall be disregarded for purposes of calculating Proportionally Consolidated Unrestricted Cash.

        If Closing Date Net Debt is less than Target Net Debt, then a net debt surplus amount will exist, the amount of which will be calculated as Target Net Debt less Closing Date Net Debt. If Closing Date Net Debt is greater than the Target Net Debt, then a net debt excess amount will exist, the amount of which will be calculated as Closing Date Net Debt less Target Net Debt.

        The Spinco Note Amount is equal to: (i) if there is a net debt excess amount, then the net debt excess amount plus the amount paid in respect of the Hughes heirs obligations to the extent satisfied with assets of Old GGP (including cash not paid prior to the Effective Date or shares of common stock of New GGP, but excluding assets to be contributed to THHC) or (ii) if there is a net debt surplus amount, then the amount paid in respect of the Hughes heirs obligations (to the extent satisfied in

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assets described in clause (i)) less 80% of the net debt surplus amount; provided, however, that in no event will the Spinco Note Amount be less than zero.

        To the extent that a Spinco Note had been issued on the Effective Date, then the principal amount of the note would have been subject to adjustment under certain circumstances described in the Investment Agreements. These adjustments include a reduction (but not below zero) in the principal amount of the Spinco Note by 80% of the aggregate Offering Premium (as defined below) on the 30th day following the Effective Date and from time to time upon receipt of any offering premium until the last to occur of 45 days after the Effective Date, the settlement date for any shares of our common stock sold to Pershing Square pursuant to the Put Right described above and the maturity date of the Pershing Square Bridge Note (the "Offering Premium Period"). "Offering Premium" means, with respect to any shares of common stock of New GGP issued for cash on or prior to the Effective Date (and which would include the shares of New GGP common stock registered hereby), together with shares of New GGP common stock issued in certain liquidity issuances completed within the Offering Premium Period, the per share offering price of New GGP common stock in the offering (net of all underwriting and other discounts, fees or other compensation and related expenses) less $10.00; multiplied by the number of shares sold.

        As disputed permitted claims are resolved and paid, the New GGP Board may determine that the remaining amount of the reserve (an estimated aggregate amount of certain categories of disputed claims) exceeds amounts necessary to pay remaining disputed claims, and if so, as a result of application of the Reserve Surplus Amount (described further below), the Spinco Note will be reduced by the amount of such excess. Finally, to the extent that THHC is obligated to pay master planned community taxes for tax year 2010 and is not eligible for indemnification from New GGP due to the Indemnity Cap (described below), then New GGP may pay the taxes and the Spinco Note Amount will be increased by the amount New GGP pays. If a Spinco Note was not issued on the Effective Date, but New GGP pays such taxes, then THHC will issue a note at that time on the same terms as the Spinco Note.

        The Reserve Surplus Amount, which is calculated on a quarterly basis, is equal to the reserve less (i) the amount of permitted claims originally included in the reserve, but, as of the time of calculation, resolved and paid less (ii) the amount of reserve the New GGP board elects to retain with respect to any remaining disputed permitted claims. Any amounts applied to adjust the Spinco Note Amount in a prior quarter cannot be applied in subsequent quarters to further reduce the note.

        Tax Indemnity.    Pursuant to the Investment Agreements, New GGP will indemnify THHC from and against 93.75% of any and all losses, claims, damages, liabilities and reasonable expenses to which THHC and its subsidiaries become subject, in each case solely to the extent directly attributable to MPC Taxes (as defined in the Investment Agreements) in an amount up to the Indemnity Cap. The Indemnity Cap is calculated as the lesser of (a) $303,750,000 and (b) the Excess Surplus Amount. The Excess Surplus Amount is determined using a complex formula described in the Investment Agreements that includes varying percentages of any Reserve Surplus Amount, Net Debt Surplus Amount and Offering Premium to the extent not used to offset (decrease) the amount of the Spinco Note. The Excess Surplus Amount is designed to provide value to THHC in the form of the tax indemnity (up to a maximum amount of $303,750,000) in the event there is value remaining after the Spinco Note is reduced to zero. We estimate that the Indemnity Cap will be equal to $303,750,000.

Treatment of Certain Claims under the Plan

        The Plan provides for the treatment of administrative expense claims, prepetition claims and equity interests against and in the TopCo Debtors. The following is a summary of the treatment under the

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Plan of certain allowed prepetition and postpetition claims against and interests in the TopCo Debtors, in full and complete satisfaction of the TopCo Debtors' obligations in respect thereto:

•

each holder of an administrative expense claim will receive in exchange for such claim an amount in cash equal to the allowed amount of such claim;



•

each holder of a priority tax claim will receive at the TopCo Debtors' election, in exchange for (a) on the Effective Date, cash equal to the allowed amount of such claim or (b) regular installments of cash over a five year period;



•

each holder of a secured tax claim will receive in exchange for such claim (a) on the Effective Date, cash equal to the allowed amount of such claim or (b) regular installments of cash over a five year period;



•

each holder of a claim or other obligations arising under the Senior Secured Debtor in Possession Credit, Security and Guaranty Agreement dated as of July 23, 2010 among Barclays Bank, PLC, as the administrative and collateral agent, Old GGP and GGP LP, as the Borrowers and the other entities from time to time parties thereto, or the DIP Facility, will receive in exchange for such claim an amount in cash equal to the allowed amount of such claim and the DIP Facility shall be terminated;



•

each holder of a priority non-tax claim will receive in exchange for such claim an amount in cash equal to the allowed amount of such claim;



•

each holder of a mechanics' lien claim will receive in exchange for such claim an amount in cash equal to the allowed amount of such claim plus any amounts allowed and required to be paid pursuant to section 506(b) of the Bankruptcy Code, including post-petition interest;



•

each holder of other secured claims will either be reinstated and rendered unimpaired, receive cash in an amount equal to the allowed amount of such claim plus any interest allowed and required to be paid pursuant to the Bankruptcy Code, receive the collateral securing its allowed secured claim;



•

each holder of the $200 million aggregate principal amount of 8.00% notes due 2009 issued by Rouse and the $400 million aggregate principal amount of 3.625% notes due 2009 issued by Rouse will receive in exchange for such claim an amount in cash equal to the allowed amount of such claim;



•

(i) approximately $349 million aggregate principal amount of 7.20% notes due 2012 issued by Rouse, approximately $600 million aggregate principal amount of 6³/4% notes due 2012 issued by Rouse and TRC Co-Issuer, Inc., and approximately $92 million aggregate principal amount of 5.375% notes due 2013 issued by Rouse will be cured and reinstated in accordance with section 1124 of the Bankruptcy Code and (ii) holders representing approximately $358 million of 5.375% notes due 2013, $200 million of 6³/4% notes due 2012 and $51 million of 7.2% notes due 2012 will receive $1,000 in principal amount of new five-year notes bearing an interest rate of 6³/4% for each $1,000 principal amount of notes currently held;



•

each holder of a claim arising out of or in connection with that certain loan made to Old GGP, GGPLP, and GGPLP L.L.C, as borrowers under the second amended and restated credit agreement dated as of February 24, 2006, under which U.S. Bank, National Association is the Administrative Agent will receive an amount in cash equal to the allowed amount of such claim;



•

the GGP Exchangeable Notes will be satisfied in cash for the principal amount plus accrued interest at the stated non-default contract rate;



•

the Trust Preferred Securities and associated junior subordinated notes will be cured and reinstated in accordance with section 1124 of the Bankruptcy Code;

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•

each holder of a general unsecured claim will receive an amount of cash equal to the allowed amount of such claim with postpetition interest;



•

the claims arising out of that certain promissory note, dated February 8, 2008, by GGPLP in favor of the comptroller of the State of New York will be cured and reinstated in accordance with section 1124 of the Bankruptcy Code;



•

the claims arising out of that certain promissory note, dated November 15, 2007, by GGPLP in favor of Ivanhoe Inc. will be cured and reinstated in accordance with section 1124 of the Bankruptcy Code;



•

the joint venture agreement between GGP LP and TRS JV Holdco, LLC will be assumed, and the TopCo Debtors shall make any cure payments required thereunder;



•

the holders of allowed project level debt guaranty claims will receive a replacement guaranty or such other treatment under the Plan as contemplated by the confirmed plans;



•

each holder of a Hughes heirs obligation will receive (i) (A) its pro rata share of $230 million in value, which shall be paid in an initial payment of $10 million in cash, with the remaining $220 million to be paid at the option of the TopCo Debtors in (a) New GGP common stock and/or (b) cash;



•

each holder of an intercompany claim will be adjusted, continued, settled, discharged or eliminated to the extent determined appropriate by the TopCo Debtors, in their sole discretion;



•

the holder of GGPLP LLC preferred equity interests will receive (i) a distribution of cash based on its share of dividends accrued and unpaid prior to the Effective Date less any amounts as a result of tax withholding and (ii) reinstatement of its preferred units in reorganized GGPLP LLC, which shall be in the same number of preferred units in reorganized GGPLP LLC as it held as of the record date in GGPLP LLC;



•

holders of GGPLP preferred equity interests will receive (i) a distribution of cash based on their pro rata share of dividends accrued and unpaid prior to the Effective Date less any amounts as a result of tax withholding, (ii) reinstatement of their preferred equity interests in reorganized GGPLP, which will result in their holding the same number of preferred equity interests in reorganized GGPLP as they held as of the record date in GGPLP; provided, however, that any prepetition direct or indirect redemption rights which may have, at Old GGP's option, been satisfied in shares of common stock of Old GGP or 8.5% Cumulative Convertible Preferred Stock, Series C of Old GGP, as applicable, will, in accordance with the applicable provisions of their prepetition agreements, subsequently be satisfied, at New GGP's option, in shares of common stock of New GGP common stock or New GGP Series C preferred stock, as applicable, on terms consistent with such prepetition agreements; and (iii) a pro rata amount of THHC common stock as if such holder of GGPLP preferred equity units had converted to GGPLP common units immediately prior to the distribution record date;



•

holders of GGPLP common units will receive a distribution of cash equal to $.019 per unit and may elect between (i) reinstatement of such common units in reorganized GGPLP, which shall be the same number of common units as they held in GGPLP as of the record date, provided, however, that any prepetition redemption or conversion rights, as applicable, held by such GGPLP common unit holders which Old GGP had the obligation or option, as applicable, to satisfy in shares of Old GGP common stock, shall, in accordance with the applicable provisions of their prepetition agreement, subsequently be satisfied, at New GGP's option or obligation, in shares of New GGP common stock on conversion or redemption terms consistent with such prepetition agreements, plus a pro rata amount of THHC common stock on account of such holder's GGPLP common units or (ii) being deemed to have converted or redeemed, as

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applicable, their GGPLP common units effective the day prior to the record date in exchange for Old GGP common stock on terms consistent with such holder's prepetition agreements, thereby receiving such treatment as if such holder owned GGP common stock on the record date;

•

holders of preferred stock in Old GGP's subsidiary-Debtor REITs will receive (i) a distribution of cash based on their pro rata share of dividends accrued and unpaid prior to the Effective Date (if any) and (ii) reinstatement of such preferred stock in the same number as they held as of the record date;



•

each holder of common stock of Old GGP will receive one share of common stock of New GGP and 0.098344 shares of common stock of THHC subject to certain adjustments; and



•

on or after the Effective Date, the agreements governing Old GGP's outstanding options will be assumed.

Conditions Precedent to Consummation of the Plan

        Certain important conditions precedent to the Plan included:

•

the confirmation order having been entered and the Plan having been approved by the Bankruptcy Court, in each case, in form and substance reasonably satisfactory to certain constituents in the Chapter 11 Cases, and the confirmation order is not subject to any stay;



•

the receipt of all governmental and regulatory approvals or rulings that may be necessary for the consummation of the Plan or that are required by law, regulation or order;



•

all actions and all agreements, instruments or other documents necessary to implement the terms and provisions of the Plan shall have been effected or executed and delivered, as applicable, in form and substance satisfactory to each such TopCo Debtor;



•

all authorizations, consents and approvals determined by each applicable TopCo Debtor to be necessary (including to the extent applicable, any consents required pursuant to the Investment Agreements) to implement the Plan shall have been obtained;



•

the Certificates of Incorporation for New GGP shall be filed with the Secretary of State of the State of Delaware or such other applicable jurisdiction contemporaneously with the Effective Date; and



•

any other actions Old GGP determines are necessary to implement the terms of the Plan shall have been taken.

Impact of Confirmation of the Plan

        On the Effective Date, the terms of the Plan confirmed by the Bankruptcy Court will be binding upon the TopCo Debtors and all other parties affected by the Plan. Parties will have a period of time following the confirmation of the Plan to file a notice of appeal with respect to such confirmation order. Even if a notice of appeal is timely filed, the TopCo Debtors expect to proceed with the consummation of the Plan in accordance with its terms, unless the party seeking the appeal also obtains a stay of implementation of the Plan pending the appeal of the confirmation order, in which event the TopCo Debtors will not be able to implement the terms of the Plan unless and until the stay is lifted. An appeal of the confirmation order may be initiated even if there is no stay pending appeal of the confirmation order and, in such circumstances, the appeal may be dismissed as moot if the TopCo Debtors have implemented the Plan to the point of "substantial consummation." In determining whether a plan has been "substantially consummated," courts considering bankruptcy appeals under such circumstances have sough to determine whether implementation of the plan has progressed to a

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point at which fundamental changes in the plan as a result of any appeals being upheld would jeopardize its success.

Restructuring Transactions

        A series of restructuring transactions occurred pursuant to the Plan. On the Effective Date, a newly-formed indirect subsidiary of New GGP merged with and into Old GGP, with Old GGP continuing as the surviving corporation. As consideration for the merger, the common stock of Old GGP was exchanged for the common stock of New GGP. Old GGP became an indirect subsidiary of New GGP. New GGP became the successor registrant to Old GGP and had its common stock listed on the NYSE in lieu of Old GGP. New GGP changed its name to General Growth Properties, Inc. and Old GGP changed its name to GGP, Inc. See "Prospectus Summary—Corporate Structure" for our corporate structure following the consummation of the Plan.

Bankruptcy Reporting Requirements

        As a result of the Chapter 11 Cases, the TopCo Debtors were required to file various documents with, and provide certain information to, the Bankruptcy Court and various third parties, including statements of financial affairs, schedules of assets and liabilities, and monthly operating reports in forms prescribed by federal bankruptcy law, as well as certain financial information on an unconsolidated basis. Such materials were prepared according to requirements of the Bankruptcy Code. Although such materials accurately provide then-current information required under the Bankruptcy Code, they are nonetheless unconsolidated, unaudited and are prepared in a format different from that used in Old GGP's consolidated financial statements filed under the securities laws. Accordingly, we believe that the substance and format do not allow meaningful comparison with Old GGP's regular publicly disclosed consolidated financial statements. Moreover, the materials filed with the Bankruptcy Court are not prepared for the purpose of providing a basis for an investment decision relating to our securities or for comparison with other financial information that Old GGP files with the SEC.

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USE OF PROCEEDS

        We are registering these shares of our common stock and these warrants for the benefit of the selling stockholders. We will not receive any proceeds from the resale of our common stock or the warrants under this offering.

PUBLIC MARKET FOR OUR COMMON STOCK

        Prior to the Effective Date there was limited "when-issued" trading in our common stock on the NYSE for the period from November 5, 2010 through and including the Effective Date. On November 5, 2010 the high and low sales prices for our shares of common stock were $13.50 and $15.00, respectively. We do not expect these prices to be indicative of the trading price of our common stock in the future. Under the terms of the Investment Agreements, the Plan Sponsors and the Blackstone Investors purchased shares of New GGP's common stock at a price of $10.00 per share, and Texas Teachers purchased shares of New GGP's common stock at a price of $10.25 per share under an investment agreement.

        The common stock of Old GGP, which became a subsidiary of New GGP upon the consummation of the Plan and Old GGP's emergence from bankruptcy, is listed on the NYSE under the symbol "GGP." From April 17, 2009 until February 24, 2010, Old GGP's common stock was suspended from trading on and de-listed from the NYSE, and it traded on the Pink sheets under the symbol GGWPQ.

        We do not know when or in what amount the selling stockholders may offer the shares or warrants for sale. We expect that the offering price for our common stock will be based on the prevailing market price of our common stock at the time of sale. There is currently no established market price for the warrants. We expect that the offering price for the warrants will be based on the relationship between the exercise price of the warrants and the prevailing market price for our common stock at the time of sale.

        The following table summarizes the high and low bid quotations prices per share of Old GGP's common stock as reported on the NYSE for the periods prior to April 16, 2009 and following February 24, 2010 and as reported on the Pink Sheets from April 17, 2009 until February 24, 2010. The Pink Sheet quotations reflect interdealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.

        New GGP's common stock began trading on the NYSE on November 10, 2010. Old GGP's common stock ceased trading on the NYSE on the Effective Date. As of November 16, 2010, the closing price of New GGP's common stock was $14.31, and New GGP had approximately 4,000 holders of common stock.

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DIVIDEND POLICY

        New GGP has not paid any dividends on its common stock. New GGP has agreed to elect to be treated as a REIT in connection with the filing of its 2010 tax return, subject to New GGP's ability to meet the requirements of a REIT at the time of election. A REIT must distribute 100% of its capital gains and ordinary income to its shareholders in order to maintain its REIT status and avoid entity level U.S. federal income taxes. New GGP intends to pay dividends on its common stock in the future to maintain its REIT status. For 2010 and 2011, New GGP expects to make 90% of this distribution in New GGP common stock and 10% in cash, including (subject to board authorization) through a one-time dividend to be paid early in the first quarter of 2011.

        Thereafter, New GGP anticipates that commencing on March 31, 2011, it will pay a regular quarterly dividend of approximately $0.10 per share. New GGP's board of directors has approved a dividend reinvestment plan to be implemented in early 2011 in which all stockholders will be entitled to participate. The Plan Sponsors and the Blackstone Investors have agreed (subject to tax, applicable regulatory and other legal requirements), that for 2011 and 2012 they would elect to participate in the plan and have dividends paid on the shares that they hold largely reinvested in shares of New GGP common stock. As a result, New GGP would be able to pay a larger proportion of cash dividends to other stockholders who elect to receive cash in 2011 and 2012. However, there can be no assurances that New GGP will not determine to instead pay dividends in a combination of cash and shares of its common stock. In addition, we may not have sufficient liquidity to meet these cash distribution standards.

        We currently expect to fund the cash portion of dividends from cash on hand, cash generated from operations, sales of non-core assets and, potentially, proceeds from future capital markets transactions, including the excess net proceeds, if any, from this offering. We also could incur debt to fund cash dividends, including borrowings under our new revolving credit facility, although we currently have no intention to do so.

        Old GGP, which became a subsidiary of New GGP following the consummation of the Plan and Old GGP's emergence from bankruptcy, declared a dividend of $0.19 per share of common stock (to satisfy REIT distribution requirements for 2009) in the fourth quarter of 2009 payable in a combination of cash and Old GGP common stock, provided that the cash component of the dividend could not exceed 10% in the aggregate. As a result of stockholder elections, on January 28, 2010, Old GGP paid approximately $6.0 million in cash. Old GGP's Board of Directors had suspended its dividend in October 2008 and, accordingly, there were no Old GGP dividends declared or paid from the fourth quarter of 2008 through the third quarter of 2009. There were no repurchases of Old GGP's common stock during 2009 or to date during 2010.

        No Old GGP quarterly or other dividends were paid for the nine months ended September 30, 2009 and 2010.

        The following table summarizes quarterly distributions per share of Old GGP's common stock.

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA

        The following table sets forth selected historical consolidated financial information and other data for Old GGP for the periods presented. New GGP was a newly formed indirect finance subsidiary of Old GGP prior to Old GGP's emergence from bankruptcy and had no prior operations or material assets or liabilities prior to the Effective Date. Upon Old GGP's emergence from bankruptcy and pursuant to a series of restructuring transactions contemplated by the Plan, New GGP became the indirect parent corporation of Old GGP and will file Exchange Act reports in lieu of Old GGP. The selected financial information as of December 31, 2009 and 2008 and for each of the three years in the period ended December 31, 2009 has been derived from Old GGP's audited consolidated financial statements included elsewhere in this prospectus, and the selected financial information as of December 31, 2007, 2006 and 2005 and for each of the years ended December 31, 2006 and 2005 have been derived from Old GGP's audited consolidated financial statements not included in this prospectus. The selected historical consolidated financial data as of September 30, 2010 and for the nine months ended September 30, 2010 and 2009 have been derived from Old GGP's unaudited consolidated financial statements included elsewhere in this prospectus, and the selected historical consolidated financial data as of September 30, 2009 has been derived from Old GGP's unaudited consolidated financial statements not included in this prospectus, each of which has been prepared on a basis consistent with Old GGP's audited financial statements. In the opinion of management, the historical unaudited operating and balance sheet data set forth below reflect all adjustments, consisting of normal and recurring adjustments, necessary for a fair statement of Old GGP's financial position and results of operations for those periods. The results of operations for any interim period are not necessarily indicative of results for the full year or any other interim period. This financial information and other data should be read in conjunction with Old GGP's audited and unaudited consolidated financial statements and notes thereto included in this prospectus.

        The data below is presented on a historical basis and does not take into account the impact of the Plan or the other transactions described in this prospectus, including the distribution of THHC as discussed in "Plan of Reorganization," and as a result, may not be comparable to our results following the consummation of the Plan. See "Unaudited Pro Forma Condensed Consolidated Financial Information."

        The results indicated below and elsewhere in this prospectus are not necessarily indicative of our future performance. You should read this information together with "Capitalization," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and Old GGP's consolidated financial statements and related notes included elsewhere in this prospectus.

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