proposal

Mills' board is still deciding on the Brookfield proposal but is considering the Simon-Farallon deal because it could lead to what a company document calls a "Superior Competing Transaction." Mills' management and advisors will now start discussions with the parties.

As part of their proposal Simon and Farallon are offering $650 million in equity and plan to replace a $1.55-billion loan with financing that will include a working capital facility. Merrill Lynch is the financial advisor to the two parties. Simon's legal representative is Fried, Frank, Harris, Shriver & Jacobson, while Paul, Weiss, Rifkind, Wharton & Garrison LLP and Richards Kibbe & Orbe LLP are legal counsel to Farallon.

Farallon already owns about 10.9% of Mills' outstanding shares, making it the largest single reported shareholder of the company, according to a statement released by the San Francisco-based firm and Simon. Mills shares were trading this afternoon close to $26 per share.