0001144204-12-003549.txt : 20120123 0001144204-12-003549.hdr.sgml : 20120123 20120123193853 ACCESSION NUMBER: 0001144204-12-003549 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20120112 FILED AS OF DATE: 20120123 DATE AS OF CHANGE: 20120123 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Rouse Properties, Inc. CENTRAL INDEX KEY: 0001528558 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 900750824 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 110 NORTH WACKER DRIVE CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 312 960-5000 MAIL ADDRESS: STREET 1: 110 NORTH WACKER DRIVE CITY: CHICAGO STATE: IL ZIP: 60606 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BROOKFIELD ASSET MANAGEMENT INC. CENTRAL INDEX KEY: 0001001085 STANDARD INDUSTRIAL CLASSIFICATION: OPERATORS OF NONRESIDENTIAL BUILDINGS [6512] STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35287 FILM NUMBER: 12540515 BUSINESS ADDRESS: STREET 1: BCE PLACE 181 BAY ST STREET 2: STE 300 PO BOX 762 CITY: TORONTO ONTARIO STATE: A6 ZIP: M5J2T3 BUSINESS PHONE: 4163639491 MAIL ADDRESS: STREET 1: BCE PLACE 181 BAY ST STREET 2: STE 300 PO BOX 762 CITY: TORONTO ONTARIO STATE: A6 ZIP: M5J2T3 FORMER NAME: FORMER CONFORMED NAME: BRASCAN CORP/ DATE OF NAME CHANGE: 20010321 FORMER NAME: FORMER CONFORMED NAME: EDPERBRASCAN CORP DATE OF NAME CHANGE: 19970904 FORMER NAME: FORMER CONFORMED NAME: BRASCAN LTD DATE OF NAME CHANGE: 19950919 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Brookfield Asset Management Private Institutional Capital Adviser (Canada) LP CENTRAL INDEX KEY: 0001504716 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35287 FILM NUMBER: 12540514 BUSINESS ADDRESS: STREET 1: THREE WORLD FINANCIAL CENTER STREET 2: 200 VESEY STREET, 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10281 BUSINESS PHONE: 416 956-5812 MAIL ADDRESS: STREET 1: THREE WORLD FINANCIAL CENTER STREET 2: 200 VESEY STREET, 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10281 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Brookfield REP GP Inc. CENTRAL INDEX KEY: 0001504717 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35287 FILM NUMBER: 12540508 BUSINESS ADDRESS: STREET 1: THREE WORLD FINANCIAL CENTER STREET 2: 200 VESEY STREET, 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10281 BUSINESS PHONE: 416 956-5812 MAIL ADDRESS: STREET 1: THREE WORLD FINANCIAL CENTER STREET 2: 200 VESEY STREET, 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10281 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Brookfield Retail Split LP CENTRAL INDEX KEY: 0001504719 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35287 FILM NUMBER: 12540512 BUSINESS ADDRESS: STREET 1: THREE WORLD FINANCIAL CENTER STREET 2: 200 VESEY STREET, 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10281 BUSINESS PHONE: 416 956-5812 MAIL ADDRESS: STREET 1: THREE WORLD FINANCIAL CENTER STREET 2: 200 VESEY STREET, 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10281 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Brookfield US Corp CENTRAL INDEX KEY: 0001504721 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35287 FILM NUMBER: 12540509 BUSINESS ADDRESS: STREET 1: THREE WORLD FINANCIAL CENTER STREET 2: 200 VESEY STREET, 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10281 BUSINESS PHONE: 416 956-5812 MAIL ADDRESS: STREET 1: THREE WORLD FINANCIAL CENTER STREET 2: 200 VESEY STREET, 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10281 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Brookfield US Holdings Inc. CENTRAL INDEX KEY: 0001504722 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35287 FILM NUMBER: 12540510 BUSINESS ADDRESS: STREET 1: THREE WORLD FINANCIAL CENTER STREET 2: 200 VESEY STREET, 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10281 BUSINESS PHONE: 416 956-5812 MAIL ADDRESS: STREET 1: THREE WORLD FINANCIAL CENTER STREET 2: 200 VESEY STREET, 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10281 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Brookfield Private Funds Holdings Inc. CENTRAL INDEX KEY: 0001504723 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35287 FILM NUMBER: 12540513 BUSINESS ADDRESS: STREET 1: THREE WORLD FINANCIAL CENTER STREET 2: 200 VESEY STREET, 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10281 BUSINESS PHONE: 416 956-5812 MAIL ADDRESS: STREET 1: THREE WORLD FINANCIAL CENTER STREET 2: 200 VESEY STREET, 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10281 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Brookfield Retail Split II LLC CENTRAL INDEX KEY: 0001511107 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35287 FILM NUMBER: 12540511 BUSINESS ADDRESS: STREET 1: THREE WORLD FINANCIAL CENTER STREET 2: 200 VESEY STREET, 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10281 BUSINESS PHONE: 416 956 5182 MAIL ADDRESS: STREET 1: THREE WORLD FINANCIAL CENTER STREET 2: 200 VESEY STREET, 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10281 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Partners Ltd CENTRAL INDEX KEY: 0001540229 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35287 FILM NUMBER: 12540506 BUSINESS ADDRESS: STREET 1: 181 BAY STREET STREET 2: BROOKFIELD PLACE, SUITE 300 CITY: TORONTO STATE: A6 ZIP: M5J2T3 BUSINESS PHONE: 416 956 5812 MAIL ADDRESS: STREET 1: 181 BAY STREET STREET 2: BROOKFIELD PLACE, SUITE 300 CITY: TORONTO STATE: A6 ZIP: M5J2T3 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Brookfield Holdings Canada CENTRAL INDEX KEY: 0001540230 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35287 FILM NUMBER: 12540507 BUSINESS ADDRESS: STREET 1: 181 BAY STREET STREET 2: BROOKFIELD PLACE, SUITE 300 CITY: TORONTO STATE: A6 ZIP: M5J2T3 BUSINESS PHONE: 416 956 5812 MAIL ADDRESS: STREET 1: 181 BAY STREET STREET 2: BROOKFIELD PLACE, SUITE 300 CITY: TORONTO STATE: A6 ZIP: M5J2T3 3 1 v245855_3.xml OWNERSHIP DOCUMENT X0204 3 2012-01-12 0 0001528558 Rouse Properties, Inc. RSE 0001001085 BROOKFIELD ASSET MANAGEMENT INC. BCE PLACE 181 BAY ST STE 300 PO BOX 762 TORONTO ONTARIO A6 M5J2T3 ONTARIO, CANADA 0 0 1 0 0001504716 Brookfield Asset Management Private Institutional Capital Adviser (Canada) LP THREE WORLD FINANCIAL CENTER 200 VESEY STREET, 11TH FLOOR NEW YORK NY 10281 0 0 1 0 0001504723 Brookfield Private Funds Holdings Inc. THREE WORLD FINANCIAL CENTER 200 VESEY STREET, 11TH FLOOR NEW YORK NY 10281 0 0 1 0 0001504719 Brookfield Retail Split LP THREE WORLD FINANCIAL CENTER 200 VESEY STREET, 11TH FLOOR NEW YORK NY 10281 0 0 1 0 0001511107 Brookfield Retail Split II LLC THREE WORLD FINANCIAL CENTER 200 VESEY STREET, 11TH FLOOR NEW YORK NY 10281 0 0 1 0 0001504722 Brookfield US Holdings Inc. THREE WORLD FINANCIAL CENTER 200 VESEY STREET, 11TH FLOOR NEW YORK NY 10281 0 0 1 0 0001504721 Brookfield US Corp THREE WORLD FINANCIAL CENTER 200 VESEY STREET, 11TH FLOOR NEW YORK NY 10281 0 0 1 0 0001504717 Brookfield REP GP Inc. THREE WORLD FINANCIAL CENTER 200 VESEY STREET, 11TH FLOOR NEW YORK NY 10281 0 0 1 0 0001540230 Brookfield Holdings Canada 181 BAY STREET BROOKFIELD PLACE, SUITE 300 TORONTO A6 M5J2T3 ONTARIO, CANADA 0 0 1 0 0001540229 Partners Ltd 181 BAY STREET BROOKFIELD PLACE, SUITE 300 TORONTO A6 M5J2T3 ONTARIO, CANADA 0 0 1 0 Common Stock, Par Value $0.01 (per share) 2946661 I See Footnotes Common Stock, Par Value $0.01 (per share) 2012058 I See Footnotes Common Stock, Par Value $0.01 (per share) 2307948 I See Footnotes Common Stock, Par Value $0.01 (per share) 265725 I See Footnotes Common Stock, Par Value $0.01 (per share) 530636 I See Footnotes Common Stock, Par Value $0.01 (per share) 177774 I See Footnotes Common Stock, Par Value $0.01 (per share) 178393 I See Footnotes Common Stock, Par Value $0.01 (per share) 600173 I See Footnotes Common Stock, Par Value $0.01 (per share) 4323616 I See Footnote See Exhibit 99.1; Note 1. See Exhibit 99.1; Note 2. See Exhibit 99.1; Note 3. See Exhibit 99.1; Note 4. See Exhibit 99.1; Note 5. See Exhibit 99.1; Note 6. See Exhibit 99.1; Note 7. See Exhibit 99.1; Note 8. See Exhibit 99.1; Note 9. See Exhibit 99.1; Note 10. See Exhibit 99.1; Note 11. See Exhibit 99.1; Note 12. Exhibit List: Exhibit 99.1 - Explanation of Responses Exhibit 99.2 - Joint Filer Information Exhibit 99.3 - Joint Filers' Signatures Joseph Freedman, Senior Managing Partner of Brookfield Asset Management Inc. 2012-01-23 EX-99.1 2 v245855_ex99-1.htm EX-99.1

Designated Filer: Brookfield Asset Management Inc.
Issuer & Ticker Symbol: Rouse Properties, Inc.
Date of Event Requiring Statement: January12, 2012

Exhibit 99.1

Explanation of Responses:

 

 (1)  Common Stock held directly by Brookfield Retail Holdings LLC, a Delaware limited liability company (“BRH”).

 

(2)  Common Stock held directly by Brookfield Retail Holdings II LLC, a Delaware limited liability company (“BRH II”).

 

(3)  Common Stock held directly by Brookfield Retail Holdings III LLC, a Delaware limited liability company (“BRH III”).

 

(4)  Common Stock held directly by Brookfield Retail Holdings IV-A LLC, a Delaware limited liability company (“BRH IV-A”).

 

(5)  Common Stock beneficially owned by Brookfield Retail Holdings IV-B LLC, a Delaware limited liability company (“BRH IV-B”) and held in title by Brookfield US Retail Holdings LLC (“BUSRH”).

 

(6)  Common Stock beneficially owned by Brookfield Retail Holdings IV-C LLC, a Delaware limited liability company (“BRH IV-C”) and held in title by BUSRH.

 

(7)  Common Stock held directly by Brookfield Retail Holdings IV-D LLC, a Delaware limited liability company (“BRH IV-D”).

 

(8)  Common Stock held directly by Brookfield Retail Holdings V LP, a Delaware limited partnership (“BRH V” and, together with BRH, BRH II, BRH III, BRH IV-A, BRH IV-B, BRH IV-C and BRH IV-D, the “Investment Vehicles”).

 

(9)  Common Stock held directly by Brookfield Retail Holdings VI LLC, a Delaware limited liability company, wholly-owned subsidiary of BR Split II (defined below) and indirect wholly-owned subsidiary of BAM (defined below) (“BRH VI”).  Each of (i) Brookfield US Corporation, a Delaware corporation (“BUSC”), as a member of Brookfield Retail Split II LLC, a Delaware limited liability company and sole member of BRH VI (“BR Split II”), and shareholder of Brookfield REP GP Inc., a Delaware corporation (“BRGP”) (the manager of BR Split II), (ii) Brookfield US Holdings, Inc., a corporation formed under the laws of the Province of Ontario (“BUSH”), as the sole shareholder of BUSC, (iii) Brookfield Holdings Canada Inc., a corporation formed under the laws of the Province of Ontario (“BHC”) as the shareholder of BUSH, (iv) Brookfield Asset Management Inc., a corporation formed under the laws of the Province of Ontario (“BAM”), as the sole shareholder of BHC and the indirect sole shareholder of Brookfield (US) Investments Ltd., a Bermuda company, indirect wholly-owned subsidiary of BAM and member of BR Split II (“BIL”), and (v) Partners Limited, a corporation formed under the laws of the Province of Ontario (“Partners”), as a shareholder of BAM, may be deemed to have an indirect pecuniary interest in an indeterminate portion of the shares of Common Stock directly beneficially owned by BRH VI.  In accordance with Instruction 5(b)(iv), the entire amount of the Common Stock held by BRH VI is reported herein.  Each of BUSC, BUSH, BHC, BAM and Partners disclaims beneficial ownership of all shares of Common Stock that are beneficially owned by BRH VI, except to the extent of any indirect pecuniary interest therein.

 

(10)  BIL holds a Class B interest in each Investment Vehicle. BAM and Partners may be deemed to have an indirect pecuniary interest in an indeterminate portion of the shares of Common Stock directly beneficially owned by each Investment Vehicle. In accordance with Instruction 5(b)(iv), the entire amount of the Common Stock held by the Investment Vehicles is reported herein.  BAM and Partners disclaim beneficial ownership of all shares of Common Stock that are directly beneficially owned by the Investment Vehicles, except to the extent of any indirect pecuniary interest therein.

 

(11) Brookfield Retail Split LP, a Delaware limited partnership (“BRS”), as the holder of Class A interests in each Investment Vehicle (other than BRH V), may be deemed to have an indirect pecuniary interest in an indeterminate portion of the shares of Common Stock that are directly beneficially owned by each Investment Vehicle (other than BRH V). Each of (i) BRGP, as the general partner of BRS, (ii) BUSC, as the sole shareholder of BRGP and an indirect shareholder of BRS, (iii) BUSH, as the sole shareholder of BUSC, (iv) BHC, as the sole shareholder of BUSH, (v) BAM, as the sole shareholder of BHC, and (vi) Partners, as a shareholder of BAM, may be deemed to have an indirect pecuniary interest in an indeterminate portion of the shares of Common Stock that is directly beneficially owned by each Investment Vehicle (other than BRH V). In accordance with Instruction 5(b)(iv), the entire amount of the Common Stock held by the Investment Vehicles is reported herein.  Each of BRGP, BUSC, BUSH, BHC, BAM and Partners disclaims beneficial ownership of all shares of Common Stock that are beneficially owned by the Investment Vehicles, except to the extent of any indirect pecuniary interest therein.

 

(12) Each of (i) Brookfield Asset Management Private Institutional Capital Adviser (Canada) LP, a limited partnership formed under the laws of Manitoba (“BPIC”), as the sole managing member of BRH and the holder of Class C interests in BRH, (ii) Brookfield Private Funds Holdings Inc., a corporation formed under the laws of the Province of Ontario (“BPFH”), as the sole general partner of BPIC, and (iii) BHC, as the sole shareholder of BPFH, may be deemed to have an indirect pecuniary interest in an indeterminate portion of the shares of Common Stock that are directly beneficially owned by BRH.  In accordance with Instruction 5(b)(iv), the entire amount of the Common Stock held by BRH is reported herein.  Each of BPIC, BPFH and BHC disclaims beneficial ownership of all shares of Common Stock that are beneficially owned by BRH, except to the extent of any indirect pecuniary interest therein.

 

 EX-99.2 3 v245855_ex99-2.htm EX-99.2

Designated Filer: Brookfield Asset Management Inc.
Issuer & Ticker Symbol: Rouse Properties, Inc.
Date of Event Requiring Statement: January12, 2012

 

Exhibit 99.2 - Joint Filer Information

Joint Filers:

 

1. Name: Partners Limited
Address: 181 Bay Street, P.O. Box 762, Toronto, Canada M5J 2T3
   
2. Name: Brookfield Holdings Canada Inc. (formerly Trilon Bancorp Inc.)
Address: 181 Bay Street, P.O. Box 762, Toronto, Canada M5J 2T3
   
3. Name: Brookfield Asset Management Private Institutional Capital Adviser (Canada) LP
Address: Three World Financial Center, 200 Vesey Street, New York, New York 10281
   
4. Name: Brookfield Private Funds Holdings Inc.
Address: Three World Financial Center, 200 Vesey Street, New York, New York 10281
   
5. Name: Brookfield Retail Split LP
Address: Three World Financial Center, 200 Vesey Street, New York, New York 10281
   
6. Name: Brookfield US Holdings Inc.
Address: Three World Financial Center, 200 Vesey Street, New York, New York 10281
   
7. Name: Brookfield US Corporation
Address: Three World Financial Center, 200 Vesey Street, New York, New York 10281
   
8. Name: Brookfield REP GP Inc.
Address: Three World Financial Center, 200 Vesey Street, New York, New York 10281
   
9. Name: Brookfield Retail Split II LLC
Address: Three World Financial Center, 200 Vesey Street, New York, New York 10281

 

 EX-99.3 4 v245855_ex99-3.htm EX-99.3

 

Designated Filer: Brookfield Asset Management Inc.
Issuer & Ticker Symbol: Rouse Properties, Inc.
Date of Event Requiring Statement: January12, 2012

 

Exhibit 99.3 - Joint Filers’ Signatures

 

 

Partners Limited

 

By: /s/ Loretta Corso Date:      January 23, 2012
Name: Loretta Corso  
Title: Secretary  

 

 

Brookfield Holdings Canada Inc.

 

By:  /s/ Joe Freedman Date:      January 23, 2012
Name:  Joe Freedman  
Title:  Vice President  

 

 

By:  /s/ Aleks Novakovic Date:      January 23, 2012
Name:  Aleks Novakovic  
Title:  Vice President  

 

 

 

Brookfield Asset Management Private Institutional Capital Adviser (Canada) LP

 

By: Brookfield Private Funds Holdings Inc., its general partner

 

 

By:  /s/ Aleks Novakovic Date:      January 23, 2012

Name: Aleks Novakovic

Title: Vice President

  

 

 

Brookfield Private Funds Holdings Inc.

 

 

By:  /s/ Karen Ayre Date:      January 23, 2012

Name: Karen Ayre

Title: Vice President

  

 

 

By:  /s/ Moshe Mandelbaum Date:      January 23, 2012

Name: Moshe Mandelbaum

Title: Vice President

  

 

 

Brookfield Retail Split LP

 

By: Brookfield REP GP Inc., its general partner

 

 

By:  /s/ Karen Ayre Date:      January 23, 2012

Name: Karen Ayre

Title: Vice President

  

 

 
 

 

Designated Filer: Brookfield Asset Management Inc.
Issuer & Ticker Symbol: Rouse Properties, Inc.
Date of Event Requiring Statement: January12, 2012

 

 

Brookfield US Holdings Inc.

 

 

By:  /s/ Aleks Novakovic Date:      January 23, 2012

Name: Aleks Novakovic

Title: Vice-President

  

 

 

Brookfield US Corporation

 

 

By:  /s/ Karen Ayre Date:      January 23, 2012

Name: Karen Ayre

Title: Vice President

  

 

 

Brookfield REP GP Inc.

 

 

By:  /s/ Karen Ayre Date:      January 23, 2012

        Name: Karen Ayre

        Title: Vice President

  

 

 

Brookfield Retail Split II LLC

 

By: Brookfield REP GP Inc., its managing member

 

By:  /s/ Karen Ayre Date:      January 23, 2012

Name: Karen Ayre

Title: Vice President