-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VMQisqgvC+xpqnweV+Q9DvHufDB/rZwOYKS2L2qtQDKcHnk63+qlOLUZeusDdmxe C6OsoBRAoYm6w68UatcCuw== 0001140361-10-046640.txt : 20101119 0001140361-10-046640.hdr.sgml : 20101119 20101119171049 ACCESSION NUMBER: 0001140361-10-046640 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20101109 FILED AS OF DATE: 20101119 DATE AS OF CHANGE: 20101119 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Howard Hughes Corp CENTRAL INDEX KEY: 0001498828 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 364673192 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: Spinco, Inc. DATE OF NAME CHANGE: 20100811 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Future Fund Board of Guardians CENTRAL INDEX KEY: 0001505790 STATE OF INCORPORATION: C3 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34856 FILM NUMBER: 101206397 BUSINESS ADDRESS: STREET 1: LEVEL 43, 120 COLLINS STREET CITY: MELBOURNE STATE: C3 ZIP: VIC 3000 BUSINESS PHONE: 61 03 8656 6400 MAIL ADDRESS: STREET 1: LEVEL 43, 120 COLLINS STREET CITY: MELBOURNE STATE: C3 ZIP: VIC 3000 3 1 doc1.xml FORM 3 X0203 3 2010-11-09 0 0001498828 Howard Hughes Corp HHC 0001505790 Future Fund Board of Guardians LEVEL 43, 120 COLLINS STREET MELBOURNE, AUSTRALIA C3 VIC 3000 AUSTRALIA 0 0 1 0 Common Stock, Par Value $0.01 per share 541513 I See footnote Warrants to Acquire Common Stock 50.00 2010-11-09 2017-11-09 Common Stock 856134 I See footnote See Exhibit 99.1; Note 1. See Exhibit 99.1; Note 2. Exhibit List: Exhibit 99.1 - Explanation of Responses /s/ Barry Brakey - Authorised Signatory for Future Fund Board of Guardians 2010-11-19 EX-99.1 2 misc1.htm MISCELLANEOUS EXHIBITS Unassociated Document
 
 
 
Reporting Person:                                                Future Fund Board of Guardians
Issuer & Ticker Symbol:                                     The Howard Hughes Corporation [HHC]
Date of Event Requiring Statement:                  November 9, 2010



 
Explanation of Responses:

 
(1) The shares of Common Stock and Warrants are held directly by Brookfield Retail Holdings II LLC, a Delaware limited liability company (“BRH II”).  The Reporting Person, as the holder of Class A interests in BRH II, 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 BRH II. In accordance with Instruction 4(b)(iv), the entire amount of the Common Stock and Warrants held by BRH II is reported herein.  The Reporting Person disclaims beneficial ownership of all shares of Common Stock and Warrants that are beneficially owned by BRH II, except to the extent of any indirect pecuniary interest therein.

(2) Each Warrant entitles the holder to purchase one share of Common Stock at an initial exercise price of $50.00 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.  The Warrants were acquired for no additional consideration pursuant to the terms of the Amended and Restated Cornerstone Investment Agreement, effective as of March 31, 2010, by and between General Growth Properties, Inc. and Brookfield Retail Holdings LLC (formerly known as REP Investments LLC).
 




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