0001144204-18-047180.txt : 20180829 0001144204-18-047180.hdr.sgml : 20180829 20180829185036 ACCESSION NUMBER: 0001144204-18-047180 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20180827 FILED AS OF DATE: 20180829 DATE AS OF CHANGE: 20180829 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BPG Holdings Group Inc. CENTRAL INDEX KEY: 0001682251 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34948 FILM NUMBER: 181045240 BUSINESS ADDRESS: STREET 1: 181 BAY STREET, SUITE 300 CITY: TORONTO STATE: A6 ZIP: M5J 2T3 BUSINESS PHONE: 416 369 2300 MAIL ADDRESS: STREET 1: 181 BAY STREET, SUITE 300 CITY: TORONTO STATE: A6 ZIP: M5J 2T3 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BPG Holdings Group (US) Holdings Inc. CENTRAL INDEX KEY: 0001682236 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34948 FILM NUMBER: 181045241 BUSINESS ADDRESS: STREET 1: 181 BAY STREET, SUITE 300 CITY: TORONTO STATE: A6 ZIP: M5J 2T3 BUSINESS PHONE: 416 369 2300 MAIL ADDRESS: STREET 1: 181 BAY STREET, SUITE 300 CITY: TORONTO STATE: A6 ZIP: M5J 2T3 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Brookfield Property Partners Ltd CENTRAL INDEX KEY: 0001560282 STATE OF INCORPORATION: D0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34948 FILM NUMBER: 181045242 BUSINESS ADDRESS: STREET 1: 73 FRONT STREET STREET 2: 5TH FLOOR CITY: HAMILTON STATE: D0 ZIP: HM 12 BUSINESS PHONE: 212 417 7514 MAIL ADDRESS: STREET 1: 73 FRONT STREET STREET 2: 5TH FLOOR CITY: HAMILTON STATE: D0 ZIP: HM 12 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Brookfield Property Partners L.P. CENTRAL INDEX KEY: 0001545772 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] STATE OF INCORPORATION: D0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34948 FILM NUMBER: 181045243 BUSINESS ADDRESS: STREET 1: 73 FRONT STREET CITY: HAMILTON STATE: D0 ZIP: HM 12 BUSINESS PHONE: 212-417-7000 MAIL ADDRESS: STREET 1: BROOKFIELD PLACE STREET 2: 250 VESEY STREET, 15TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10281-1023 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Brookfield Property LP CENTRAL INDEX KEY: 0001560317 STATE OF INCORPORATION: D0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34948 FILM NUMBER: 181045244 BUSINESS ADDRESS: STREET 1: 73 FRONT STREET STREET 2: 5TH FLOOR CITY: HAMILTON STATE: D0 ZIP: HM 12 BUSINESS PHONE: 212 417 7514 MAIL ADDRESS: STREET 1: 73 FRONT STREET STREET 2: 5TH FLOOR CITY: HAMILTON STATE: D0 ZIP: HM 12 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BPGH Sub Inc. CENTRAL INDEX KEY: 0001750752 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34948 FILM NUMBER: 181045245 BUSINESS ADDRESS: STREET 1: 181 BAY STREET, SUITE 300 CITY: TORONTO STATE: A6 ZIP: M5J 2T3 BUSINESS PHONE: 212 417 7000 MAIL ADDRESS: STREET 1: 181 BAY STREET, SUITE 300 CITY: TORONTO STATE: A6 ZIP: M5J 2T3 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Brookfield Property REIT 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: GGP Inc. DATE OF NAME CHANGE: 20170127 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 tv501746_4.xml OWNERSHIP DOCUMENT X0306 4 2018-08-27 1 0001496048 Brookfield Property REIT Inc. GGP 0001682251 BPG Holdings Group Inc. 181 BAY STREET, SUITE 300 TORONTO A6 M5J 2T3 ONTARIO, CANADA 1 0 1 1 Director by deputization *** 0001682236 BPG Holdings Group (US) Holdings Inc. 181 BAY STREET, SUITE 300 TORONTO A6 M5J 2T3 ONTARIO, CANADA 1 0 1 1 Director by deputization 0001560282 Brookfield Property Partners Ltd 73 FRONT STREET 5TH FLOOR HAMILTON D0 HM 12 BERMUDA 1 0 1 1 Director by deputization 0001545772 Brookfield Property Partners L.P. 73 FRONT STREET, 5TH FLOOR HAMILTON D0 HM 12 BERMUDA 1 0 1 1 Director by deputization 0001560317 Brookfield Property LP 73 FRONT STREET 5TH FLOOR HAMILTON D0 HM 12 BERMUDA 1 0 1 1 Director by deputization 0001750752 BPGH Sub Inc. 181 BAY STREET, SUITE 300 TORONTO A6 M5J 2T3 ONTARIO, CANADA 1 0 1 1 Director by deputization Class B Stock, par value $0.01 per share 2018-08-27 4 A 0 124985577 A 124985577 I See Footnote Class B Stock, par value $0.01 per share 2018-08-27 4 A 0 351958 A 351958 I See Footnote Class B Stock, par value $0.01 per share 2018-08-27 4 A 0 12989228 A 12989228 I See Footnote Class B Stock, par value $0.01 per share 2018-08-27 4 A 0 24063298 A 24063298 I See Footnote Class B Stock, par value $0.01 per share 2018-08-27 4 A 0 53000412 A 53000412 I See Footnote Class B Stock, par value $0.01 per share 2018-08-27 4 A 0 6985772 A 6985772 I See Footnote Class B Stock, par value $0.01 per share 2018-08-27 4 A 0 70114877 A 70114877 I See Footnote Class B Stock, par value $0.01 per share 2018-08-27 4 A 0 28573419 A 28573419 I See Footnote Class B Stock, par value $0.01 per share 2018-08-27 4 A 0 2577297 A 2577297 I See Footnote Series B Preferred Stock 2018-08-27 4 D 0 124985577 D Common Stock 124985577 0 I See Footnote Series B Preferred Stock 2018-08-27 4 D 0 351958 D Common Stock 351958 0 I See Footnote Series B Preferred Stock 2018-08-27 4 D 0 12989228 D Common Stock 12989228 0 I See Footnote Series B Preferred Stock 2018-08-27 4 D 0 24063298 D Common Stock 24063298 0 I See Footnote Series B Preferred Stock 2018-08-27 4 D 0 53000412 D Common Stock 53000412 0 I See Footnote Series B Preferred Stock 2018-08-27 4 D 0 6985772 D Common Stock 6985772 0 I See Footnote Series B Preferred Stock 2018-08-27 4 D 0 70114877 D Common Stock 70114877 0 I See Footnote Series B Preferred Stock 2018-08-27 4 D 0 28573419 D Common Stock 28573419 0 I See Footnote Series B Preferred Stock 2018-08-27 4 D 0 2577297 D Common Stock 2577297 0 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. *** 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 Persons. The Reporting Persons are "directors by deputization" solely for purposes of Section 16 of the Securities Exchange Act of 1934. BPG Holdings Group Inc. /s/ Sujoy Gupta, Vice President 2018-08-29 BPG Holdings Group (US) Holdings Inc. /s/ Sujoy Gupta, Vice President 2018-08-29 Brookfield Property Partners Limited /s/ Jane Sheere, Secretary 2018-08-29 Brookfield Property Partners L.P. By: Brookfield Property Partners Limited, its general partner /s/ Jane Sheere, Secretary 2018-08-29 Brookfield Property L.P. By: Brookfield Property Partners L.P., its managing general partner By: Brookfield Property Partners Limited, its general partner /s/ Jane Sheere, Secretary 2018-08-29 BPGH Sub Inc. /s/ Sujoy Gupta, Vice President 2018-08-29 EX-99.1 2 tv501746_ex99-1.htm EXHIBIT 99.1

Exhibit 99.1

Explanation of Responses:

(1)

Shares held directly by Brookfield Retail Holdings VII Sub 3 LLC, a Delaware limited liability company (“Sub 3”).

(2)

Shares held directly by Brookfield Retail Holdings II Sub III LLC, a Delaware limited liability company (“BRH II Sub”).

(3)

Shares held directly by BW Purchaser, LLC, a Delaware limited liability company (“BWP”).

(4)

Shares held directly by Brookfield Retail Holdings Warrants LLC, a Delaware limited liability company (“BRH Warrants”).

(5)

Shares held directly by Brookfield BPY Retail Holdings II Subco LLC, a Delaware limited liability company (“New GGP Subco”).

(6)

Shares held directly by New Brookfield BPY Retail Holdings II LLC, a Delaware limited liability company (“New LLC 1”).

(7)

Shares held directly by BPY Retail V LLC, a Delaware limited liability company (“BPY V”).

(8)

Shares held directly by New GGP Warrants LLC, a Delaware limited liability company (“New GGP Warrants”)

(9)

Shares held directly by Brookfield Retail Mall LLC, a Delaware limited liability company (“Retail Mall”).

(10)

On August 28, 2018, pursuant to that certain Agreement and Plan of Merger, dated as of March 26, 2018 (as amended on June 25, 2018, the “Merger Agreement”), by and among Brookfield Property Partners L.P. (“BPY”), Goldfinch Merger Sub Corp. (“Acquisition Sub”) and GGP Inc. (“GGP” or “Issuer”), Acquisition Sub merged with and into GGP, with GGP surviving the merger as the renamed Brookfield Property REIT Inc. (“BPR”). On August 27, 2018, pursuant to the Merger Agreement, each share of the series of preferred stock, par value $0.01 per share, of the Issuer (“Series B Preferred Stock”) outstanding as of August 27, 2018 remained outstanding immediately following the amendment and restatement of the Issuer’s Certificate of Incorporation (the “Charter Amendment”) as a validly issued, fully paid and non-assessable share of Class B Stock of BPR (“Class B Stock”) as set forth in the Charter Amendment. Each of the Reporting Persons, as an indirect parent of each of Sub 3, BRH II Sub, BWP, BRH Warrants, New GGP Subco, New LLC 1, BPY V, New GGP Warrants and Retail Mall (collectively, the “Direct Holders”), may be deemed to have had, or will have, respectively, an indirect pecuniary interest in the shares of the Class B Stock and Series B Preferred Stock that are directly beneficially owned by each of the Direct Holders. In the event that the Merger Agreement had been terminated in accordance with its terms prior to the time at which the Charter Amendment was filed with and accepted by the Secretary of State pursuant to the terms of the Merger Agreement, then each share of Series B Preferred Stock would have been automatically, without action by the Issuer or any holder, converted into one fully paid and non-assessable share of GGP common stock, without the payment of any accrued and unpaid dividends. In accordance with Instruction 4(b)(iv), the entire amount of the Class B Stock and Series B Preferred Stock that is owned by each Direct Holder is reported herein. Each of the Reporting Persons disclaims beneficial ownership of all shares of the Class B Stock and Series B Preferred Stock that are beneficially owned by each Direct Holder, except to the extent of any indirect pecuniary interest therein.

EX-99.2 3 tv501746_ex99-2.htm EXHIBIT 99.2

Exhibit 99.2

JOINT FILERS

Reporting Owner Name/Address	Relationships
Reporting Owner Name/Address	Director	10% Owner	Officer	Other
BPG Holdings Group (US) Holdings Inc. 181 Bay Street, Suite 300 Toronto, Ontario, Canada M5J 2T3	X	X		Director by deputization
Brookfield Property Partners Limited 73 Front Street, 5th Floor Hamilton HM 12 Bermuda	X	X		Director by deputization
Brookfield Property Partners L.P. 73 Front Street, 5th Floor Hamilton HM 12 Bermuda	X	X		Director by deputization
Brookfield Property L.P. 73 Front Street, 5th Floor Hamilton HM 12 Bermuda	X	X		Director by deputization
BPGH Sub Inc. 181 Bay Street, Suite 300 Toronto, Ontario, Canada M5J 2T3	X	X		Director by deputization