0001144204-13-059006.txt : 20131105 0001144204-13-059006.hdr.sgml : 20131105 20131105214526 ACCESSION NUMBER: 0001144204-13-059006 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20131101 FILED AS OF DATE: 20131105 DATE AS OF CHANGE: 20131105 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: 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: 131194485 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 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: 131194486 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 4 1 v359355_form4.xml FORM 4 X0306 4 2013-11-01 0 0001496048 General Growth Properties, Inc. GGP 0001001085 BROOKFIELD ASSET MANAGEMENT INC. BROOKFIELD PLACE, 181 BAY ST, STE 300 PO BOX 762 TORONTO A6 A6 M5J2T3 ONTARIO, CANADA 1 0 1 1 Director by deputization *** 0001540229 Partners Ltd 181 BAY STREET BROOKFIELD PLACE, SUITE 300 TORONTO A6 M5J2T3 ONTARIO, CANADA 1 0 1 1 Director by deputization *** Common Stock, Par Value $0.01 per share 2013-11-01 4 J 0 1562170 20.39 A 1562170 I see footnote Common Stock, Par Value $0.01 per share 2013-11-01 4 J 0 760807 20.39 D 801363 I see footnote Common Stock, Par Value $0.01 per share 2013-11-01 4 J 0 22346448 20.39 A 22346448 I see footnote Common Stock, Par Value $0.01 per share 2013-11-01 4 J 0 2873115 20.39 D 19473333 I see footnote Common Stock, Par Value $0.01 per share 2013-11-01 4 P 0 13543059 20.39 A 13543059 I see footnote Common Stock, Par Value $0.01 per share 2013-11-01 4 P 0 11550291 20.39 A 11550291 I see footnote Common Stock, Par Value $0.01 per share 2013-11-01 4 J 0 7529107 20.39 A 7529107 I see footnote Common Stock, Par Value $0.01 per share 2013-11-01 4 J 0 2380573 20.39 A 2380573 I see footnote Common Stock, Par Value $0.01 per share 2013-11-01 4 J 0 2277546 20.39 D 103027 I see footnote Warrants to acquire Common Stock 2013-11-01 4 J 0 2158038 14.76 D 2010-11-09 2017-11-09 Common Stock 2466637 0 I see footnote Warrants to acquire Common Stock 2013-11-01 4 J 0 1051036 14.76 A 2010-11-09 2017-11-09 Common Stock 1201334 1051036 I see footnote Warrants to acquire Common Stock 2013-11-01 4 J 0 30870195 14.76 D 2010-11-09 2017-11-09 Common Stock 35284633 0 I see footnote Warrants to acquire Common Stock 2013-11-01 4 J 0 3968760 14.76 A 2010-11-09 2017-11-09 Common Stock 4536293 3968760 I see footnote Warrants to acquire Common Stock 2013-11-01 4 J 0 14056096 14.76 A 2010-11-09 2017-11-09 Common Stock 16066118 14056096 I see footnote Warrants to acquire Common Stock 2013-11-01 4 J 0 3288610 14.76 D 2010-11-09 2017-11-09 Common Stock 3758881 0 I see footnote Warrants to acquire Common Stock 2013-11-01 4 J 0 3146374 14.76 A 2010-11-09 2017-11-09 Common Stock 3596306 3146374 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. *** Brian Kingston, 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 BAM and certain of its affiliates, including the Reporting Person. The Reporting Person is a "director by deputization" solely for purposes of Section 16 of the Securities Exchange Act of 1934. Exhibit List: Exhibit 99.1 - Explanation of Responses. Exhibit 99.2 - Joint Filer Information and Signature /s/ Aleks Novakovic, Managing Partner 2013-11-05 EX-99.1 2 v359355_ex99-1.htm EXHIBIT 99.1

 

Exhibit 99.1

Explanation of Responses:

 

(1) Common Stock and Warrants held directly by Brookfield Asset Management Private Institutional Capital Adviser (Canada) L.P., a limited partnership formed under the laws of the Province of Manitoba (“BAMPIC”). BAMPIC is an indirect subsidiary of the Reporting Person.

 

(2) Common Stock and Warrants held directly by Brookfield (US) Investments Ltd., a Bermuda limited company (“BUSIL”). BUSIL is an indirect subsidiary of the Reporting Person.

 

(3) Common Stock held directly by Brookfield BPY Retail Holdings Sub I LLC, a Delaware limited liability company (“BPY Sub”). BPY Sub is an indirect subsidiary of the Reporting Person.

 

(4) Common Stock held directly by Brookfield BPY Retail Holdings I LLC, a Delaware limited liability company (“BPY”). BPY is an indirect subsidiary of the Reporting Person.

 

(5) Common Stock and Warrants held directly by Brookfield US Holdings Inc., an Ontario corporation (“BUSHI”). BUSHI is an indirect subsidiary of the Reporting Person.

 

(6) Common Stock and Warrants held directly by Brookfield Real Estate Turnaround Fund GP, L.P. (“RETIP”). RETIP is an indirect subsidiary of the Reporting Person.

 

(7) As a result of BAMPIC receiving in-kind distributions of shares of Common Stock in excess of its pro rata share (in lieu of its share of Warrants), such transaction would be deemed to be a disposition of BAMPIC’s pecuniary interest in Warrants in exchange for acquiring pecuniary interest in additional shares of Common Stock having the value of such excess.

 

(8) BAMPIC exchanged shares of Common Stock for Warrants having the same value.

 

(9) As a result of BUSIL receiving in-kind distributions of shares of Common Stock in excess of its pro rata share (in lieu of its share of Warrants), such transaction would be deemed to be a disposition of BUSIL’s pecuniary interest in Warrants in exchange for acquiring pecuniary interest in additional shares of Common Stock having the value of such excess.

 

(10) BUSIL exchanged shares of Common Stock for Warrants having the same value.

 

(11) As a result of RETIP receiving in-kind distributions of shares of Common Stock in excess of its pro rata share (in lieu of its share of Warrants), such transaction would be deemed to be a disposition of RETIP’s pecuniary interest in Warrants in exchange for acquiring pecuniary interest in additional shares of Common Stock having the value of such excess.

 

(12) RETIP exchanged shares of Common Stock for Warrants having the same value.

 

(13) The Reporting Person disclaims beneficial ownership of all shares of Common Stock and Warrants that are directly beneficially owned by BAMPIC, BUSIL, BPY Sub, BPY, BUSHI and RETIP, except to the extent of any indirect pecuniary interest therein.

 

(14) Each Warrant entitled the holder to purchase 1.143 shares 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.

 

 

 EX-99.2 3 v359355_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:      November 5, 2013
     Name: Loretta Corso  
      Title: Secretary