0001144204-13-022258.txt : 20130416 0001144204-13-022258.hdr.sgml : 20130416 20130416172317 ACCESSION NUMBER: 0001144204-13-022258 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20130412 FILED AS OF DATE: 20130416 DATE AS OF CHANGE: 20130416 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: General Growth Properties, Inc. CENTRAL INDEX KEY: 0001496048 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 272963337 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 110 N. WACKER DRIVE CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 312-960-5000 MAIL ADDRESS: STREET 1: 110 N. WACKER DRIVE CITY: CHICAGO STATE: IL ZIP: 60606 FORMER COMPANY: FORMER CONFORMED NAME: New GGP, Inc. DATE OF NAME CHANGE: 20100706 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: 001-34948 FILM NUMBER: 13764808 BUSINESS ADDRESS: STREET 1: BROOKFIELD PLACE, 181 BAY ST, STE 300 STREET 2: PO BOX 762 CITY: TORONTO STATE: A6 ZIP: A6 M5J2T3 BUSINESS PHONE: 416-363-9491 MAIL ADDRESS: STREET 1: BROOKFIELD PLACE, 181 BAY ST, STE 300 STREET 2: PO BOX 762 CITY: TORONTO STATE: A6 ZIP: A6 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: 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: 001-34948 FILM NUMBER: 13764807 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 v341348_form4.xml OWNERSHIP DOCUMENT X0306 4 2013-04-12 0 0001496048 General Growth Properties, Inc. GGP 0001001085 BROOKFIELD ASSET MANAGEMENT INC. 181 BAY STREET, SUITE 300 P.O. BOX 762 TORONTO A6 M5J2T3 ONTARIO, CANADA 1 0 1 1 Director by deputization *** 0001540229 Partners Ltd 181 BAY STREET, SUITE 300 P.O. BOX 762 TORONTO A6 M5J2T3 ONTARIO, CANADA 1 0 1 1 Director by deputization *** Common Stock, Par Value $0.01 per share 2013-04-12 4 J 0 7108442 20.05 A 7108442 I See footnote Common Stock, Par Value $0.01 per share 2013-04-12 4 J 0 4755658 20.05 A 4755658 I See footnote Common Stock, Par Value $0.01 per share 2013-04-12 4 J 0 4777095 20.05 A 4777095 I See footnote Common Stock, Par Value $0.01 per share 2013-04-15 4 J 0 79094965 0 D 79094965 I See footnote Common Stock, Par Value $0.01 per share 2013-04-15 4 J 0 53879801 0 D 53879801 I See footnote Common Stock, Par Value $0.01 per share 2013-04-15 4 J 0 61803287 0 D 61803287 I See footnote Common Stock, Par Value $0.01 per share 2013-04-15 4 J 0 7108442 0 D 7108442 I See footnote Common Stock, Par Value $0.01 per share 2013-04-15 4 J 0 14195099 0 D 14195099 I See footnote Common Stock, Par Value $0.01 per share 2013-04-15 4 J 0 4755658 0 D 4755658 I See footnote Common Stock, Par Value $0.01 per share 2013-04-15 4 J 0 4777095 0 D 4777095 I See footnote Common Stock, Par Value $0.01 per share 2013-04-15 4 J 0 61444210 0 D 61444210 I See footnote Common Stock, Par Value $0.01 per share 2013-04-15 4 J 0 8670667 0 D 8670667 I See footnote Common Stock, Par Value $0.01 per share 2013-04-15 4 J 0 8670667 0 D 8670667 I See footnote Common Stock, Par Value $0.01 per share 2013-04-15 4 J 0 37191170 0 D 37191170 I See footnote Warrants to Acquire Common Stock 2013-04-12 4 J 0 1910902 12.02 A 2010-11-09 2017-11-09 Common Stock 1910902 1910902 I See footnote Warrants to Acquire Common Stock 2013-04-12 4 J 0 1277803 12.02 A 2010-11-09 2017-11-09 Common Stock 1277803 1277803 I See footnote Warrants to Acquire Common Stock 2013-04-12 4 J 0 1277803 12.02 A 2010-11-09 2017-11-09 Common Stock 1277803 1277803 I See footnote Warrants to Acquire Common Stock 2013-04-15 4 J 0 14408735 0 D 2010-11-09 2017-11-09 Common Stock 14408735 14408735 I See footnote Warrants to Acquire Common Stock 2013-04-15 4 J 0 16527664 0 D 2010-11-09 2017-11-09 Common Stock 16527664 16527664 I See footnote Warrants to Acquire Common Stock 2013-04-15 4 J 0 1910902 0 D 2010-11-09 2017-11-09 Common Stock 1910902 1910902 I See footnote Warrants to Acquire Common Stock 2013-04-15 4 J 0 3814096 0 D 2010-11-09 2017-11-09 Common Stock 3814096 3814096 I See footnote Warrants to Acquire Common Stock 2013-04-15 4 J 0 1277803 0 D 2010-11-09 2017-11-09 Common Stock 1277803 1277803 I See footnote Warrants to Acquire Common Stock 2013-04-15 4 J 0 1277803 0 D 2010-11-09 2017-11-09 Common Stock 1277803 1277803 I See footnote Warrants to Acquire Common Stock 2013-04-15 4 J 0 20997838 0 D 2010-11-09 2017-11-09 Common Stock 20997838 20997838 I See footnote Warrants to Acquire Common Stock 2013-04-15 4 J 0 18432857 0 D 2010-11-09 2017-11-09 Common Stock 18432857 18432857 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. 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. *** Cyrus Madon, a Senior Managing Partner of Brookfield Asset Management Inc., a corporation formed under the laws of the Province of Ontario ("BAM"), serves on the board of directors of the Issuer as a representative of each of BAM, Partners Limited and certain other entities. The Reporting Person is a "director by deputization" solely for purposes of Section 16 of the Securities Exchange Act of 1934. Exhibit List: (1) Exhibit 99.1 - Explanation of Responses (2) Exhibit 99.2 - Joint Filer Information and Signature By Aleks Novakovic, Managing Partner of Brookfield Asset Management Inc. /s/ Aleks Novakovic 2013-04-16 EX-99.1 2 v341348_ex99-1.htm EXHIBIT 99.1

 

Designated Filer:          Brookfield Asset Management Inc.
Issuer & Ticker Symbol:    General Growth Properties, Inc.  (GGP)
Date of Event Requiring Statement:   April 12, 2013

 

Exhibit 99.1 – Explanation of Responses

 

(1) On April 12, 2013, the Reporting Person acquired Class A Interests in Brookfield Retail Holdings IV-A LLC, a Delaware limited liability company (“BRH IV-A”), pursuant to the terms of a membership interest purchase agreement. The consideration paid by the Reporting Person for such Class A Interests was comprised of $46,938,611.33 in cash and a promissory note in the amount of $46,938,611.33. BRH IV-A directly owns Common Stock and Warrants and other securities not issued by the Company. In connection with the acquisition of such Class A Interests, the Reporting Person may be deemed to have acquired an additional indirect pecuniary interest in an indeterminate portion of the shares of Common Stock and Warrants that are directly beneficially owned by BRH IV-A. In accordance with Instruction 4(b)(iv), the entire amount of the Common Stock and Warrants held by BRH IV-A is reported herein. The Reporting Person disclaims beneficial ownership of all shares of Common Stock and Warrants that are beneficially owned by BRH IV-A, except to the extent of any indirect pecuniary interest therein.

 

(2) On April 12, 2013, the Reporting Person acquired Class A Interests in Brookfield Retail Holdings IV-C Sub LLC, a Delaware limited liability company (“BRH IV-C”) pursuant to the terms of membership interest purchase agreements. The consideration paid by the Reporting Person for such Class A Interests was comprised of $31,325,710.67 in cash in the aggregate. BRH IV-C directly owns Common Stock and Warrants and other securities not issued by the Issuer. In connection with the acquisition of such Class A Interests, the Reporting Person may be deemed to have acquired an additional indirect pecuniary interest in an indeterminate portion of the shares of Common Stock and Warrants that are directly beneficially owned by BRH IV-C. In accordance with Instruction 4(b)(iv), the entire amount of the Common Stock and Warrants held by BRH IV-C is reported herein. The Reporting Person disclaims beneficial ownership of all shares of Common Stock and Warrants that are beneficially owned by BRH IV-C, except to the extent of any indirect pecuniary interest therein.

 

(3) On April 12, 2013, the Reporting Person acquired Class A Interests in Brookfield Retail Holdings IV-D LLC, a Delaware limited liability company (“BRH IV-D”) pursuant to the terms of a membership interest purchase agreement. The consideration paid by the Reporting Person for such Class A Interests was comprised of $31,454,089.33 in cash. BRH IV-D directly owns Common Stock and Warrants and other securities not issued by the Company. In connection with the acquisition of such Class A Interests, the Reporting Person may be deemed to have acquired an additional indirect pecuniary interest in an indeterminate portion of the shares of Common Stock and Warrants that are directly beneficially owned by BRH IV-D. In accordance with Instruction 4(b)(iv), the entire amount of the Common Stock and Warrants held by BRH IV-D is reported herein. The Reporting Person disclaims beneficial ownership of all shares of Common Stock and Warrants that are beneficially owned by BRH IV-D, except to the extent of any indirect pecuniary interest therein.

 

(4) On April 15, 2013, the Reporting Person distributed interests in Brookfield Property Partners L.P., a Bermuda exempted limited partnership (“BPY”), to holders of the Reporting Person’s Class A and Class B limited voting shares by way of a special dividend of units of BPY. Pursuant to such distribution of units of BPY, the Reporting Person disposed of an indeterminate portion of its pecuniary interest in shares of Common Stock and Warrants, as applicable.

 

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

 

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

 

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

 

(8) Common Stock and Warrants held directly by BRH IV-A.

 

(9) Common Stock and Warrants beneficially owned by Brookfield Retail Holdings IV-B LLC, a Delaware limited liability company (“BRH IV-B” and, together with BRH, BRH II, BRH III, BRH IV-A, BRH IV-C and BRH IV-D, the “Investment Vehicles”) and held in title by Brookfield US Retail Holdings LLC.

 

(10) Common Stock and Warrants held directly by BRH IV-C.

 

(11) Common Stock and Warrants held directly by BRH IV-D.

 

(12) The Reporting Person, as an indirect parent of BPY Retail III LLC and BPY Retail I LLC, each of which holds Class A interests in each Investment Vehicle, may be deemed to have an indirect pecuniary interest in an indeterminate portion of the shares of Common Stock and Warrants that are directly beneficially owned by each Investment Vehicle. In accordance with Instruction 4(b)(iv), the entire amount of the Common Stock and Warrants held by the Investment Vehicles is reported herein. The Reporting Person disclaims beneficial ownership of all shares of Common Stock and Warrants that are beneficially owned by the Investment Vehicles, except to the extent of any indirect pecuniary interest therein.

 

 
 

 

(13) The Reporting Person is an indirect parent of Brookfield BPY Retail Holdings II LLC, which directly holds Class A interests in BRH IV-A, BRH IV-C and BRH IV-D, each of which directly holds Common Stock and Warrants. The Reporting Person may be deemed to have an indirect pecuniary interest in such Common Stock and Warrants. In accordance with Instruction 4(b)(iv), the entire amount of the Common Stock and Warrants held by such person is reported herein. The Reporting Person disclaims beneficial ownership of all shares of Common Stock and Warrants that are held by such person, except to the extent of any indirect pecuniary interest therein.

 

(14) The Reporting Person is an indirect parent of Brookfield BPY Retail Holdings III LLC, which is the member of BPY Retail IV LLC, which directly holds shares of Common Stock. The Reporting Person may be deemed to have an indirect pecuniary interest in the shares of Common Stock held by such person. In accordance with Instruction 4(b)(iv), the entire amount of the Common Stock held by such person is reported herein. The Reporting Person disclaims beneficial ownership of all shares of Common Stock that are held by such person, except to the extent of any indirect pecuniary interest therein.

 

(15) The Reporting Person is an indirect parent of Brookfield BPY Retail Holdings III LLC, which is the member of BPY Retail V LLC, which directly holds shares of Common Stock. The Reporting Person may be deemed to have an indirect pecuniary interest in the shares of Common Stock held by such person. In accordance with Instruction 4(b)(iv), the entire amount of the Common Stock held by such person is reported herein. The Reporting Person disclaims beneficial ownership of all shares of Common Stock that are held by such person, except to the extent of any indirect pecuniary interest therein.

 

(16) The Reporting Person is an indirect parent of Brookfield BPY Retail Holdings II LLC, which is the member of BPY Retail II LLC, which directly holds Common Stock. The Reporting Person may be deemed to have an indirect pecuniary interest in the shares of Common Stock held by such person. In accordance with Instruction 4(b)(iv), the entire amount of the Common Stock held by such person is reported herein. The Reporting Person disclaims beneficial ownership of all shares of Common Stock that are held by such person, except to the extent of any indirect pecuniary interest therein.

 

(17) The Reporting Person is an indirect parent of Brookfield BPY Retail Holdings II LLC, which is the member of BPY Retail VI LLC, which directly holds Common Stock. The Reporting Person may be deemed to have an indirect pecuniary interest in the shares of Common Stock held by such person. In accordance with Instruction 4(b)(iv), the entire amount of the Common Stock held by such person is reported herein. The Reporting Person disclaims beneficial ownership of all shares of Common Stock that are held by such person, except to the extent of any indirect pecuniary interest therein.

 

(18) The Reporting Person is an indirect parent of Brookfield BPY Retail Holdings II LLC, which is the member of Brookfield Retail Holdings Warrants LLC, which directly holds Warrants. The Reporting Person may be deemed to have an indirect pecuniary interest in such Warrants. In accordance with Instruction 4(b)(iv), the entire amount of the Warrants held by such person is reported herein. The Reporting Person disclaims beneficial ownership of all Warrants that are held by such person, except to the extent of any indirect pecuniary interest therein.

 

(19) The Reporting Person is an indirect parent of Brookfield BPY Retail Holdings II LLC, which is the member of BW Purchaser, LLC, which directly holds Warrants. The Reporting Person may be deemed to have an indirect pecuniary interest in such Warrants. In accordance with Instruction 4(b)(iv), the entire amount of the Warrants held by such person is reported herein. The Reporting Person disclaims beneficial ownership of all Warrants that are held by such person, except to the extent of any indirect pecuniary interest therein. Each Warrant entitles the holder to purchase one share of Common Stock at an initial exercise price of $10.50 per share, subject to adjustments as provided in the warrant agreement, dated as of November 9, 2010, by and among Mellon Investor Services LLC, as warrant agent, and the Issuer, as amended.

 

(20) Each Warrant entitles the holder to purchase one share of Common Stock at an initial exercise price of $10.75 per share, subject to adjustments as provided in the warrant agreement, dated as of November 9, 2010, by and among Mellon Investor Services LLC, as warrant agent, and the Issuer, as amended.

 

 

 EX-99.2 3 v341348_ex99-2.htm EXHIBIT 99.2

 

Exhibit 99.2 - Joint Filer Information and Signature
 
Joint Filers:

 

1. Name: Partners Limited
Address: 181 Bay Street, P.O. Box 762, Toronto, Canada M5J 2T3
   

 

Partners Limited  
   
By: /s/ Loretta Corso                                                     Date: 04/16/2013                
Name: Loretta Corso  
Title: Secretary