0001144204-13-058999.txt : 20131105 0001144204-13-058999.hdr.sgml : 20131105 20131105214357 ACCESSION NUMBER: 0001144204-13-058999 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: Brookfield Private Funds Holdings Inc. CENTRAL INDEX KEY: 0001504723 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34948 FILM NUMBER: 131194468 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 Asset Management Private Institutional Capital Adviser (Canada) LP CENTRAL INDEX KEY: 0001504716 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34948 FILM NUMBER: 131194469 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 4 1 v359381_form4.xml FORM 4 X0306 4 2013-11-01 1 0001496048 General Growth Properties, Inc. GGP 0001504716 Brookfield Asset Management Private Institutional Capital Adviser (Canada) LP THREE WORLD FINANCIAL CENTER 200 VESEY STREET, 11TH FLOOR NEW YORK NY 10281 1 0 1 1 Director by deputization *** 0001504723 Brookfield Private Funds Holdings Inc. THREE WORLD FINANCIAL CENTER 200 VESEY STREET, 11TH FLOOR NEW YORK NY 10281 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 D Common Stock, Par Value $0.01 per share 2013-11-01 4 J 0 760807 20.39 D 801363 D Common Stock, Par Value $0.01 per share 2013-11-01 4 J 0 801363 20.39 D 0 D 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 D Warrants to acquire Common Stock 2013-11-01 4 J 0 1051036 14.76 D 2010-11-09 2017-11-09 Common Stock 1201334 0 D See Exhibit 99.1; Note 1. See Exhibit 99.1; Note 2. See Exhibit 99.1; Note 3. See Exhibit 99.1; Note 4. *** 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/ Karen Ayre, Vice President of Brookfield Private Funds Holdings Inc., its general partner 2013-11-05 EX-99.1 2 v359381_ex99-1.htm EXHIBIT 99.1

 

Exhibit 99.1

 

Explanation of Responses:

 

(1) Warrants held directly by Brookfield Retail Holdings II Sub II LLC, Brookfield Retail Holdings III Sub II LLC, Brookfield Retail Holdings IV-A Sub II LLC, Brookfield Retail Holdings IV-B Sub II LLC, Brookfield Retail Holdings IV-C Sub II LLC and Brookfield Retail Holdings IV-D Sub II LLC; the Reporting Person is the managing member of each such entity.

 

(2) As a result of the Reporting Person 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 could be deemed to be a disposition of the Reporting Person’s pecuniary interest in Warrants in exchange for acquiring pecuniary interest in additional shares of Common Stock having the value of such excess.

 

(3) The Reporting Person exchanged shares of Common Stock for Warrants having the same value.

 

(4) 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 v359381_ex99-2.htm EXHIBIT 99.2

 

Exhibit 99.2 - Joint Filer Information and Signature

 

Joint Filers:    
     
1. Name: Brookfield Private Funds Holdings Inc.  
Address: Three World Financial Center, 200 Vesey Street, New York, NY 10281  
     
     
     
  Brookfield Private Funds Holdings Inc.  
     
     
  By: /s/ Karen Ayre Date: November 5, 2013
   Name: Karen Ayre  
    Title: Vice President