0001144204-13-059002.txt : 20131105 0001144204-13-059002.hdr.sgml : 20131105 20131105214415 ACCESSION NUMBER: 0001144204-13-059002 CONFORMED SUBMISSION TYPE: 3 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 US Corp CENTRAL INDEX KEY: 0001504721 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34948 FILM NUMBER: 131194472 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: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34948 FILM NUMBER: 131194473 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 3 1 v359378_form3.xml FORM 3 X0206 3 2013-11-01 0 0001496048 General Growth Properties, Inc. GGP 0001504722 Brookfield US Holdings Inc. THREE WORLD FINANCIAL CENTER 200 VESEY STREET, 11TH FLOOR NEW YORK NY 10281 1 0 1 1 Director by Deputization*** 0001504721 Brookfield US Corp 4 BROOKFIELD PLACE 250 VESEY STREET NEW YORK NY 10281 1 0 1 1 Director by deputization*** Common Stock, Par Value $0.01 per share 79094965 I See footnote Common Stock, Par Value $0.01 per share 23370076 I See footnote Common Stock, Par Value $0.01 per share 308965 I See footnote Common Stock, Par Value $0.01 per share 3909248 I See footnote Common Stock, Par Value $0.01 per share 70975 I See footnote Common Stock, Par Value $0.01 per share 1344835 I See footnote Common Stock, Par Value $0.01 per share 1351700 I See footnote Common Stock, Par Value $0.01 per share 61444210 I See footnote Common Stock, Par Value $0.01 per share 8670667 I See footnote Common Stock, Par Value $0.01 per share 8670667 I See footnote Common Stock, Par Value $0.01 per share 37191170 I See footnote Common Stock, Par Value $0.01 per share 53300562 I See footnote Common Stock, Par Value $0.01 per share 3709 I See footnote Common Stock, Par Value $0.01 per share 25266 I See footnote Warrants to acquire Common Stock 2010-11-09 2017-11-09 Common Stock 9513319 I See footnote Warrants to acquire Common Stock 2010-11-09 2017-11-09 Common Stock 84185 I See footnote Warrants to acquire Common Stock 2010-11-09 2017-11-09 Common Stock 1302304 I See footnote Warrants to acquire Common Stock 2010-11-09 2017-11-09 Common Stock 79427 I See footnote Warrants to acquire Common Stock 2010-11-09 2017-11-09 Common Stock 442576 I See footnote Warrants to acquire Common Stock 2010-11-09 2017-11-09 Common Stock 442576 I See footnote Warrants to acquire Common Stock 2010-11-09 2017-11-09 Common Stock 21390846 I See footnote Warrants to acquire Common Stock 2010-11-09 2017-11-09 Common Stock 18777857 I See footnote Warrants to acquire Common Stock 2010-11-09 2017-11-09 Common Stock 25400052 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. *** 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. /s/ Aleks Novakovic, Vice President 2013-11-05 EX-99.1 2 v359378_ex99-1.htm EXHIBIT 99.1

 

Exhibit 99.1

Explanation of Responses:

 

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

 

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

 

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

 

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

 

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

 

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

 

(7) Common Stock and Warrants held directly by Brookfield Retail Holdings IV-D Sub II LLC, a Delaware limited liability company (“BRH IV-D” and, together with BRH, BRH II, BRH III, BRH IV-A, BRH IV-B, BRH IV-C and BRH IV-D, the “Investment Vehicles”)

 

(8) The Reporting Person, as an indirect owner 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 5(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.

 

(9) The Reporting Person is an indirect owner 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 5(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.

 

(10) The Reporting Person is an indirect owner 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 5(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.

 

(11) The Reporting Person is an indirect owner 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 5(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.

 

 
 

 

(12) The Reporting Person is an indirect owner 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 5(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.

 

(13) The Reporting Person is an indirect owner 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 5(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.

 

(14) The Reporting Person is an indirect owner of Brookfield BPY Retail Holdings II LLC, which is the member of Brookfield Retail Holdings Warrants LLC, a Delaware limited liability company (“BRH Warrants”), which directly holds Warrants. The Reporting Person may be deemed to have an indirect pecuniary interest in such Warrants. In accordance with Instruction 5(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.

 

(15) The Reporting Person is an indirect owner 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 5(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 1.143 shares 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.

 

(16) Common Stock and Warrants 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. In accordance with Instruction 5(b)(iv), the entire amount of the Common Stock and Warrants directly held by BPY Sub 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.

 

(17) Each Warrant entitles 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.

 

(18) The managing member interests of each of the Investment Vehicles and BRH Warrants are held directly by Brookfield Asset Management Private Institutional Capital Adviser US, LLC, a Delaware limited liability company (“BAMPIC”) and indirect subsidiary of the Reporting Person. The Reporting Person disclaims beneficial ownership of all shares of Common Stock and Warrants that are held by such persons, except to the extent of any indirect pecuniary interest therein.

 

(19) The Reporting Person is an indirect owner of interests in Brookfield Real Estate Turnaround Fund B AIV, L.P., which directly holds shares of Common Stock. In accordance with Instruction 5(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.

 

(20) The Reporting Person is an indirect owner of interests in Brookfield Real Estate Turnaround Fund D AIV, L.P., which directly holds shares of Common Stock. In accordance with Instruction 5(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.

 

 

 

 EX-99.2 3 v359378_ex99-2.htm EXHIBIT 99.2

 

Exhibit 99.2 - Joint Filer Information and Signature

 

A
Joint Filers:    
     
1. Name: Brookfield US Corporation  
Address: 4 Brookfield Place, 250 Vesey Street, New York, NY 10281-1021
     
     
  Brookfield US Corporation  
     
     
  By: /s/ Aleks Novakovic Date:   November 5, 2013
   Name: Aleks Novakovic
    Title: Director