0001144204-18-041192.txt : 20180731 0001144204-18-041192.hdr.sgml : 20180731 20180731194800 ACCESSION NUMBER: 0001144204-18-041192 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20180727 FILED AS OF DATE: 20180731 DATE AS OF CHANGE: 20180731 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Brookfield Retail Holdings Warrants LLC CENTRAL INDEX KEY: 0001570919 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34948 FILM NUMBER: 18982512 BUSINESS ADDRESS: STREET 1: 4 BROOKFIELD PLACE STREET 2: 250 VESEY STREET CITY: NEW YORK STATE: NY ZIP: 10281 BUSINESS PHONE: 212 417 7514 MAIL ADDRESS: STREET 1: 4 BROOKFIELD PLACE STREET 2: 250 VESEY STREET CITY: NEW YORK STATE: NY ZIP: 10281 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: GGP 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: 350 N. ORLEANS ST. STREET 2: SUITE 300 CITY: CHICAGO STATE: IL ZIP: 60654-1607 BUSINESS PHONE: 312-960-5000 MAIL ADDRESS: STREET 1: 350 N. ORLEANS ST. STREET 2: SUITE 300 CITY: CHICAGO STATE: IL ZIP: 60654-1607 FORMER COMPANY: FORMER CONFORMED NAME: General Growth Properties, Inc. DATE OF NAME CHANGE: 20101109 FORMER COMPANY: FORMER CONFORMED NAME: New GGP, Inc. DATE OF NAME CHANGE: 20100706 4 1 tv499650_4.xml FORM 4 X0306 4 2018-07-27 0 0001496048 GGP Inc. GGP 0001570919 Brookfield Retail Holdings Warrants LLC 250 VESEY STREET NEW YORK NY 10281-2023 1 0 1 1 Director by deputization *** Common Stock, par value $0.01 per share 2018-07-27 4 J 0 24063298 D 0 D Series B Preferred Stock 2018-07-27 4 J 0 24063298 A Common Stock 24063298 24063298 D See Exhibit 99.1; Note 1. *** 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. BROOKFIELD RETAIL HOLDINGS WARRANTS LLC, By: Brookfield Asset Management Private Institutional Capital Adviser, US, LLC, its managing member, /s/ Murray Goldfarb, Managing Partner 2018-07-31 EX-99.1 2 tv499650_ex99-1.htm EXHIBIT 99.1

Exhibit 99.1

Explanation of Responses:

(1)

On July 27, 2018 prior to the market open, pursuant to that certain Amended and Restated Class B Stock Exchange Agreement, dated as of June 25, 2018, by and among the Issuer, the Reporting Person and the other parties named therein, the Reporting Person exchanged each share of Common Stock owned by it for one share of Class B Stock. In the event that the Agreement and Plan of Merger, dated as of March 26, 2018 (as amended on June 25, 2018, and as it may be further amended or otherwise modified from time to time in accordance with its terms, the “Merger Agreement”), by and among Brookfield Property Partners L.P., Goldfinch Merger Sub Corp. and the Issuer is terminated in accordance with its terms prior to the time at which the amendment and restatement of the Issuer’s Certificate of Incorporation is filed with and accepted by the Secretary of State of the State of Delaware pursuant to the terms of the Merger Agreement, then each share of Class B Stock shall be automatically, without action by the Issuer or any holder, converted into one fully paid and non-assessable share of Common Stock, without the payment of any accrued and unpaid dividends.