Exhibit 99.1
Explanation of Responses:
(1) | On March 16, 2012, pursuant to a Standby Purchase Agreement, Brookfield Retail Holdings R 2 Inc. (“Holdco 2”) became obligated to acquire 6,354,012 shares of common stock of the issuer at a price of $15.00 a share. | |
(2) | On March 16, 2012, in connection with the expiration of a rights offering by the issuer, Holdco 2 became obligated to acquire 3,174,980 shares of common stock of the issuer at a price of $15.00 a share, by exercising its overallotment right to subscribe for additional shares in the rights offering. | |
(3) | On March 16, 2012, in connection with the expiration of a rights offering by the issuer, Brookfield Retail Holdings V LP (“BRH V”) became obligated to acquire 756,470 shares of common stock of the issuer at a price of $15.00 a share, by exercising BRH V’s overallotment right to subscribe for additional shares in the rights offering. | |
(4) | Each of (i) Brookfield US Corporation, a Delaware corporation (“BUSC”), (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 derivative securities beneficially owned by Holdco 2. In accordance with Instruction 4(b)(iv), the entire amount of derivative securities beneficially owned by Holdco 2 is reported herein. Each of BUSC, BUSH, BHC, BAM and Partners disclaims beneficial ownership of all the derivative securities that are beneficially owned by Holdco 2, except to the extent of any indirect pecuniary interest therein. | |
(5) | BIL holds a Class B interest in each Investment Vehicle, including BRH V. BAM and Partners may be deemed to have an indirect pecuniary interest in an indeterminate portion of the derivative securities directly beneficially owned by BRH V. In accordance with Instruction 4(b)(iv), the entire amount of the derivative securities held by BRH V is reported herein. BAM and Partners disclaim beneficial ownership of all derivative securities that are beneficially owned by BRH V, except to the extent of any indirect pecuniary interest therein. |
Designated Filer: | Brookfield Asset Management Inc. |
Issuer & Ticker Symbol: | Rouse Properties, Inc. |
Date of Event Requiring Statement: | March 16, 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 |
Designated Filer: | Brookfield Asset Management Inc. | |
Issuer & Ticker Symbol: | Rouse Properties, Inc. | |
Date of Event Requiring Statement: | March 16, 2012 |
Exhibit 99.3 - Joint Filers’ Signatures
Partners Limited | ||
By: | /s/ Loretta Corso | Date: March 23, 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 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/ Karen Ayre | Date: March 23, 2012 |
Name: Karen Ayre | ||
Title: Vice President | ||
Brookfield Private Funds Holdings Inc. | ||
By: | /s/ Karen Ayre | |
Name: Karen Ayre | ||
Title: Vice President |
Designated Filer: | Brookfield Asset Management Inc. | |
Issuer & Ticker Symbol: | Rouse Properties, Inc. | |
Date of Event Requiring Statement: | March 16, 2012 |
By: | /s/ Moshe Mandelbaum | Date: March 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: March 23, 2012 | |
Name: Karen Ayre | |||
Title: Vice President | |||
Brookfield US Holdings Inc. | |||
By: | /s/ Aleks Novakovic | Date: March 23, 2012 | |
Name: Aleks Novakovic | |||
Title: Vice-President | |||
Brookfield US Corporation | |||
By: | /s/ Karen Ayre | Date: March 23, 2012 | |
Name: Karen Ayre | |||
Title: Vice President | |||
Brookfield REP GP Inc. | |||
By: | /s/ Karen Ayre | Date: March 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: | March 16, 2012 |
Brookfield Retail Split II LLC | |||
By: Brookfield REP GP Inc., its managing member | |||
By: | /s/ Karen Ayre | Date: March 23, 2012 | |
Name: Karen Ayre | |||
Title: Vice President | |||