0001144204-12-014418.txt : 20120312 0001144204-12-014418.hdr.sgml : 20120310 20120312215930 ACCESSION NUMBER: 0001144204-12-014418 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20120308 FILED AS OF DATE: 20120312 DATE AS OF CHANGE: 20120312 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35287 FILM NUMBER: 12685665 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35287 FILM NUMBER: 12685662 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35287 FILM NUMBER: 12685656 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35287 FILM NUMBER: 12685660 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35287 FILM NUMBER: 12685657 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35287 FILM NUMBER: 12685658 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35287 FILM NUMBER: 12685661 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35287 FILM NUMBER: 12685659 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35287 FILM NUMBER: 12685664 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35287 FILM NUMBER: 12685663 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 4 1 v305293_form4.xml OWNERSHIP DOCUMENT X0304 4 2012-03-08 0 0001528558 Rouse Properties, Inc. RSE 0001001085 BROOKFIELD ASSET MANAGEMENT INC. THREE WORLD FINANCIAL CENTER 200 VESEY STREET NEW YORK NY 10281 0 0 1 0 0001540229 Partners Ltd 181 BAY STREET, P.O. BOX 762 TORONTO A6 M5J2T3 ONTARIO, CANADA 0 0 1 0 0001540230 Brookfield Holdings Canada 181 BAY STREET, P.O. BOX 762 TORONTO 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 NEW YORK NY 10281 0 0 1 0 0001504723 Brookfield Private Funds Holdings Inc. THREE WORLD FINANCIAL CENTER 200 VESEY STREET NEW YORK NY 10281 0 0 1 0 0001504719 Brookfield Retail Split LP THREE WORLD FINANCIAL CENTER 200 VESEY STREET NEW YORK NY 10281 0 0 1 0 0001511107 Brookfield Retail Split II LLC THREE WORLD FINANCIAL CENTER 200 VESEY STREET NEW YORK NY 10281 0 0 1 0 0001504722 Brookfield US Holdings Inc. THREE WORLD FINANCIAL CENTER 200 VESEY STREET 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 NEW YORK NY 10281 0 0 1 0 Common Stock, Par Value $0.01 per share 2012-03-08 4 J 0 2946661 14.73 D 0 I See footnotes Common Stock, Par Value $0.01 per share 2012-03-08 4 J 0 2946661 14.73 A 2946661 I See footnotes Common Stock, Par Value $0.01 per share 2012-03-08 4 J 0 2012058 14.73 D 0 I See footnotes Common Stock, Par Value $0.01 per share 2012-03-08 4 J 0 2012058 14.73 A 2012058 I See footnotes Common Stock, Par Value $0.01 per share 2012-03-08 4 J 0 2307948 14.73 D 0 I See footnotes Common Stock, Par Value $0.01 per share 2012-03-08 4 J 0 2307948 14.73 A 2307948 I See footnotes Common Stock, Par Value $0.01 per share 2012-03-08 4 J 0 265725 14.73 D 0 I See footnotes Common Stock, Par Value $0.01 per share 2012-03-08 4 J 0 265725 14.73 A 265725 I See footnotes Common Stock, Par Value $0.01 per share 2012-03-08 4 J 0 530635 14.73 D 0 I See footnotes Common Stock, Par Value $0.01 per share 2012-03-08 4 J 0 530635 14.73 A 530635 I See footnotes Common Stock, Par Value $0.01 per share 2012-03-08 4 J 0 177774 14.73 D 0 I See footnotes Common Stock, Par Value $0.01 per share 2012-03-08 4 J 0 177774 14.73 A 177774 I See footnotes Common Stock, Par Value $0.01 per share 2012-03-08 4 J 0 178393 14.73 D 0 I See footnotes Common Stock, Par Value $0.01 per share 2012-03-08 4 J 0 178393 14.73 A 178393 I See footnotes Common Stock, Par Value $0.01 per share 2012-03-08 4 J 0 600173 14.73 D 0 I See footnotes Common Stock, Par Value $0.01 per share 2012-03-08 4 J 0 600173 14.73 A 600173 I See footnotes Common Stock, Par Value $0.01 per share 4323616 I See footnote Rights to Acquire Shares pursuant to Rights Offering 5.6264 2012-03-08 4 J 0 1276129 0 D 2012-02-13 2012-03-16 Common Stock 478668 3047487 I See footnote Rights to Acquire Shares pursuant to Rights Offering 5.6264 2012-03-08 4 J 0 2946661 0 D 2012-02-13 2012-03-16 Common Stock 1105275 0 I See footnotes Rights to Acquire Shares pursuant to Rights Offering 5.6264 2012-03-08 4 J 0 2946661 0 A 2012-02-13 2012-03-16 Common Stock 1105276 2946661 I See footnotes Rights to Acquire Shares pursuant to Rights Offering 5.6264 2012-03-08 4 J 0 1276129 0 A 2012-02-13 2012-03-16 Common Stock 478668 1276129 I See footnotes 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. See Exhibit 99.1; Note 13. See Exhibit 99.1; Note 14. See Exhibit 99.1; Note 15. See Exhibit 99.1; Note 16. See Exhibit 99.1; Note 17. See Exhibit 99.1; Note 18. See Exhibit 99.1; Note 19. See Exhibit 99.1; Note 20. Exhibit List: Exhibit 99.1 - Explanation of Responses /s/ Joseph Freedman, Senior Managing Partner of Brookfield Asset Management Inc. 2012-03-12 EX-99.1 2 v305293_ex99-1.htm EXHIBIT 99.1

Exhibit 99.1

 

Explanation of Responses:

 

(1) Change only in form of indirect pecuniary interest.  On March 8, 2012, Brookfield Retail Holdings LLC, a Delaware limited liability company (“BRH”), an investment vehicle through which the Reporting Persons may be deemed to beneficially own shares of Common Stock of the Issuer (the “Shares”), contributed 2,946,661 Shares directly beneficially owned by BRH to Brookfield Retail Holdings R 1 Inc. (“Holdco 1”).  In exchange for such contribution, BRH acquired (i) 326.7037 shares in Holdco 1 representing a proportionate interest in Holdco 1 equivalent to 2,946,661 of the Shares held by Holdco 1 following the contribution and (ii) pursuant to a loan agreement, a note with Holdco 1 in a principal amount of $18,295,407.20, which accrues interest at a rate of 8% per annum.  As a result of the contribution of Shares in exchange for an issuance to BRH of shares in Holdco 1, the Reporting Persons’ rights with respect to the Shares did not change.
   
(2) Price represents closing market price of Shares on date of contribution.
   
(3) Change only in form of pecuniary interest.  On March 8, 2012, Brookfield Retail Holdings II LLC, a Delaware limited liability company (“BRH II”), the investment vehicle through which the Reporting Persons may be deemed to beneficially own Shares, contributed 2,012,058 Shares directly beneficially owned by BRH II to Holdco 1.  In exchange for such contribution, BRH II acquired (i) 223.082 shares in Holdco 1 representing a proportionate interest in Holdco 1 equivalent to 2,012,058 of the Shares held by Holdco 1 following the contribution and (ii) pursuant to a loan agreement, a note with Holdco 1 in a principal amount of $12,492,592.00, which accrues interest at a rate of 8% per annum.  As a result of the contribution of Shares in exchange for an issuance to BRH II of shares in Holdco 1, the Reporting Persons’ rights with respect to the Shares did not change.
   
(4) Change only in form of indirect pecuniary interest.  On March 8, 2012, Brookfield Retail Holdings III LLC, a Delaware limited liability company (“BRH III”), an investment vehicle through which the Reporting Persons may be deemed to beneficially own Shares, contributed 2,307,948 Shares directly beneficially owned by BRH III to Holdco 1.  In exchange for such contribution, BRH III acquired (i) 255.888 shares in Holdco 1 representing a proportionate interest in Holdco 1 equivalent to 2,307,948 of the Shares held by Holdco 1 following the contribution and (ii) pursuant to a loan agreement, a note with Holdco 1 in a principal amount of $14,329,728.00, which accrues interest at a rate of 8% per annum.  As a result of the contribution of Shares in exchange for an issuance to BRH III of shares in Holdco 1, the Reporting Persons’ rights with respect to the Shares did not change.
   
(5) Change only in form of indirect pecuniary interest.  On March 8, 2012, Brookfield Retail Holdings IV-A LLC, a Delaware limited liability company (“BRH IV-A”), an investment vehicle through which the Reporting Persons may be deemed to beneficially own Shares, contributed 265,725 Shares directly beneficially owned by BRH IV-A to Holdco 1.  In exchange for such contribution, BRH IV-A acquired (i) 29.4616 shares in Holdco 1 representing a proportionate interest in Holdco 1 equivalent to 265,725 of the Shares held by Holdco 1 following the contribution and (ii) pursuant to a loan agreement, a note with Holdco 1 in a principal amount of $1,649,849.60, which accrues interest at a rate of 8% per annum.  As a result of the contribution of Shares in exchange for an issuance to BRH IV-A of shares in Holdco 1, the Reporting Persons’ rights with respect to the Shares did not change.
   
(6) Change only in form of indirect pecuniary interest.  On March 8, 2012, Brookfield Retail Holdings IV-B LLC, a Delaware limited liability company (“BRH IV-B”), an investment vehicle through which the Reporting Persons may be deemed to beneficially own Shares, contributed 530,636 Shares directly beneficially owned by BRH IV-B to Holdco 1.  In exchange for such contribution, BRH IV-B acquired (i) 58.8328 shares in Holdco 1 representing a proportionate interest in Holdco 1 equivalent to 530,636 of the Shares held by Holdco 1 following the contribution and (ii) pursuant to a loan agreement, a note with Holdco 1 in a principal amount of $3,294,636.80, which accrues interest at a rate of 8% per annum.  As a result of the contribution of Shares in exchange for an issuance to BRH IV-B of shares in Holdco 1, the Reporting Persons’ rights with respect to the Shares did not change.

 

1
 

 

(7) Due to a rounding error, the Reporting Persons previously reported the acquisition of 530,636 Shares in the Form 4 filed on January 23, 2011.  Such filing should have reported the acquisition of 530,635 Shares.
   
(8) Change only in form of indirect pecuniary interest.  On March 8, 2012, Brookfield Retail Holdings IV-C LLC, a Delaware limited liability company (“BRH IV-C”), an investment vehicle through which the Reporting Persons may be deemed to beneficially own Shares, contributed 177,774 Shares directly beneficially owned by BRH IV-C to Holdco 1.  In exchange for such contribution, BRH IV-C acquired (i) 19.7103 shares in Holdco 1 representing a proportionate interest in Holdco 1 equivalent to 177,774 of the Shares held by Holdco 1 following the contribution and (ii) pursuant to a loan agreement, a note with Holdco 1 in a principal amount of $1,103,776.80, which accrues interest at a rate of 8% per annum.  As a result of the contribution of Shares in exchange for an issuance to BRH IV-C of shares in Holdco 1, the Reporting Persons’ rights with respect to the Shares did not change.
   
(9) Change only in form of indirect pecuniary interest.  On March 8, 2012, Brookfield Retail Holdings IV-D LLC, a Delaware limited liability company (“BRH IV-D”), an investment vehicle through which the Reporting Persons may be deemed to beneficially own Shares, contributed 178,393 Shares directly beneficially owned by BRH IV-D to Holdco 1.  In exchange for such contribution, BRH IV-D acquired (i) 19.7789 shares in Holdco 1 representing a proportionate interest in Holdco 1 equivalent to 178,393 of the Shares held by Holdco 1 following the contribution and (ii) pursuant to a loan agreement, a note with Holdco 1 in a principal amount of $1,107,618.40, which accrues interest at a rate of 8% per annum.  As a result of the contribution of Shares in exchange for an issuance to BRH IV-D of shares in Holdco 1, the Reporting Persons’ rights with respect to the Shares did not change.
   
(10) Change only in form of indirect pecuniary interest.  On March 8, 2012, 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”), an investment vehicle through which the Reporting Persons may be deemed to beneficially own Shares, contributed 600,173 Shares directly beneficially owned by BRH V to Holdco 1.  In exchange for such contribution, BRH V acquired (i) 66.5427 shares in Holdco 1 representing a proportionate interest in Holdco 1 equivalent to 600,173 of the Shares held by Holdco 1 following the contribution and (ii) pursuant to a loan agreement, a note with Holdco 1 in a principal amount of $3,726,391.20, which accrues interest at a rate of 8% per annum.  As a result of the contribution of Shares in exchange for an issuance to BRH V of shares in Holdco 1, the Reporting Persons’ rights with respect to the Shares did not change.
   
(11) Common Stock held directly by Brookfield Retail Holdings R 2 Inc. (“Holdco 2”) a wholly owned subsidiary of Brookfield Retail Holdings VI LLC (“BRH VI”).  Each of (i) Brookfield US Corporation, a Delaware corporation (“BUSC”), as a shareholder of Holdco 2 and  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 indirectly beneficially owned by BRH VI and directly beneficially owned by Holdco 2.  In accordance with Instruction 4(b)(iv), the entire amount of the Shares held by BRH VI and directly beneficially owned by Holdco 2 is reported herein.  Each of BUSC, BUSH, BHC, BAM and Partners disclaims beneficial ownership of all Shares that are beneficially owned by BRH VI and directly beneficially owned by Holdco 2, except to the extent of any indirect pecuniary interest therein.
   
(12) 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 indirectly beneficially owned by each Investment Vehicle through Holdco 1. In accordance with Instruction 4(b)(iv), the entire amount of the Shares held by the Investment Vehicles is reported herein.  BAM and Partners disclaim beneficial ownership of all  Shares that are beneficially owned by the Investment Vehicles, except to the extent of any indirect pecuniary interest therein.

 

2
 

   
(13) 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 that are indirectly beneficially owned by each Investment Vehicle (other than BRH V) through Holdco 1. 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 that are beneficially owned by each Investment Vehicle (other than BRH V). In accordance with Instruction 4(b)(iv), the entire amount of the Shares held by the Investment Vehicles is reported herein.  Each of BRGP, BUSC, BUSH, BHC, BAM and Partners disclaims beneficial ownership of all Shares that are beneficially owned by the Investment Vehicles, except to the extent of any indirect pecuniary interest therein.
   
(14) 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 that are indirectly beneficially owned by BRH through Holdco 1.  In accordance with Instruction 4(b)(iv), the entire amount of the Shares held by BRH is reported herein.  Each of BPIC, BPFH and BHC disclaims beneficial ownership of all Shares that are beneficially owned by BRH, except to the extent of any indirect pecuniary interest therein.
   
(15) On March 8, 2012, BRH VI transferred 1,276,129 rights to acquire Shares to BRH V.  Each right represents the right to subscribe for 0.375094056 Shares at a price of $15.00 per share. The remaining 3,047,487 rights to acquire Shares beneficially owned by BRH VI are directly held by Holdco 2, a wholly owned subsidiary of BRH VI. Each of BUSC, BUSH, BHC, BAM and Partners, may be deemed to have an indirect pecuniary interest in an indeterminate portion of the rights to acquire Shares indirectly beneficially owned by BRH VI and beneficially owned by Holdco 2.  In accordance with Instruction 4(b)(iv), the entire amount of the rights to acquire Shares beneficially owned by BRH VI and Holdco 2 is reported herein.  Each of BUSC, BUSH, BHC, BAM and Partners disclaims beneficial ownership of all the rights to acquire Shares that are beneficially owned by BRH VI and Holdco 2, except to the extent of any indirect pecuniary interest therein.
   
(16) On March 8, 2012, BRH transferred 2,946,661 rights to acquire Shares to BRH V. Each right represents the right to subscribe for 0.375094056 Shares at a price of $15.00 per share.
   
(17) BIL holds a Class B interest in each Investment Vehicle, including BRH and BRH V. BAM and Partners may be deemed to have an indirect pecuniary interest in an indeterminate portion of the right to acquire Shares directly beneficially owned by BRH and BRH V. In accordance with Instruction 4(b)(iv), the entire amount of the rights to acquire Shares held by BRH and BRH V is reported herein.  BAM and Partners disclaim beneficial ownership of all rights to acquire Shares that are beneficially owned by BRH and BRH V, except to the extent of any indirect pecuniary interest therein.
   
(18) BRS as the holder of Class A interests in BRH may be deemed to have an indirect pecuniary interest in an indeterminate portion of the rights to acquire Shares that are indirectly beneficially owned by BRH. Each of BRGP, BUSC, BUSH, BHC, BAM, and Partners may be deemed to have an indirect pecuniary interest in an indeterminate portion of the rights to acquire Shares that are beneficially owned by BRH. In accordance with Instruction 4(b)(iv), the entire amount of the rights to acquire Shares held by BRH is reported herein.  Each of BRGP, BUSC, BUSH, BHC, BAM and Partners disclaims beneficial ownership of all rights to acquire Shares that are beneficially owned by BRH, except to the extent of any indirect pecuniary interest therein. Each of a BPIC, BPFH and BHC may be deemed to have an indirect pecuniary interest in an indeterminate portion of the rights to acquire Shares that are beneficially owned by BRH.  In accordance with Instruction 4(b)(iv), the entire amount of the rights to acquire Shares held by BRH is reported herein.  Each of BPIC, BPFH and BHC disclaims beneficial ownership of all the rights to acquire Shares that are beneficially owned by BRH, except to the extent of any indirect pecuniary interest therein.

 

3
 

   
(19) On March 8, 2012, BRH V received 2,946,661 rights to acquire Shares from BRH.  Each right represents the right to subscribe for 0.375094056 Shares at a price of $15.00 per share.
   
(20) On March 8, 2012, BRH V received 1,276,129  rights to acquire Shares from BRH VI.  Each right represents the right to subscribe for 0.375094056 Shares at a price of $15.00 per share.
   

 

4

 

 EX-99.2 3 v305293_ex99-2.htm EXHIBIT 99.2

 

Designated Filer:         Brookfield Asset Management Inc.
Issuer & Ticker Symbol:   Rouse Properties, Inc.
Date of Event Requiring Statement:  March 8, 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 v305293_ex99-3.htm EXHIBIT 99.3

 

Designated Filer:         Brookfield Asset Management Inc.
Issuer & Ticker Symbol:   Rouse Properties, Inc.
Date of Event Requiring Statement:  March 8, 2012

 

 

Exhibit 99.3 - Joint Filers’ Signatures

 

Partners Limited    
     
By:  /s/ Loretta Corso                                                                        Date: March 12, 2012
Name: Loretta Corso    
Title: Secretary    
     
     
Brookfield Holdings Canada Inc.    
     
By:  /s/ Joe Freedman                                                                         
Name:  Joe Freedman    
Title:  Vice President    
     
     
By:  /s/ Aleks Novakovic                                                                  Date: March 12, 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/ Karen Ayre                                                                            Date:March 12, 2012
Name:  Karen Ayre    
Title:  Vice President    
     
     
Brookfield Private Funds Holdings Inc.    
     
     
By:   /s/ Karen Ayre                                                                              
Name:  Karen Ayre    
Title:  Vice President    

 

1
 

 

Designated Filer:         Brookfield Asset Management Inc.
Issuer & Ticker Symbol:   Rouse Properties, Inc.
Date of Event Requiring Statement:  March 8, 2012

 

 

     
     
By:   /s/ Moshe Mandelbaum                                                     Date: March 12, 2012
Name:  Moshe Mandelbaum    
Title:  Vice President    
     
     
Brookfield Retail Split LP    
     
By: Brookfield REP GP Inc., its general partner
     
     
By:   /s/ Karen Ayre                                                                       Date:March 12, 2012
Name:  Karen Ayre    
Title:  Vice President    
     
     
Brookfield US Holdings Inc.    
     
     
By:   /s/ Aleks Novakovic                                                            Date: March 12, 2012
Name:     
Title:  Vice-President    
     
     
Brookfield US Corporation    
     
     
By:   /s/ Karen Ayre                                                                      Date: March 12, 2012
Name:     
Title:  Vice President    
     
     
Brookfield REP GP Inc.    
     
     
By:   /s/ Karen Ayre                                                                       Date: March 12, 2012
Name:  Karen Ayre    
Title:  Vice President    
     

 

2
 

 

Designated Filer:         Brookfield Asset Management Inc.
Issuer & Ticker Symbol:   Rouse Properties, Inc.
Date of Event Requiring Statement:  March 8, 2012

  

     
Brookfield Retail Split II LLC    
     
By: Brookfield REP GP Inc., its managing member
     
By:   /s/ Karen Ayre                                                                      Date: March 12, 2012
Name:  Karen Ayre    
Title: Vice President    

 

3