-----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, M6OJO2eEZE6h2uYxPSppqxsp8PcBeeA6lTlFjxnGpma+DWyzimp82qiDqlaJbZ5V GN5kF64iHyH/kv3IHglz2g== 0001144204-10-059981.txt : 20101112 0001144204-10-059981.hdr.sgml : 20101111 20101112185451 ACCESSION NUMBER: 0001144204-10-059981 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20101109 FILED AS OF DATE: 20101112 DATE AS OF CHANGE: 20101112 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: BROOKFIELD ASSET MANAGEMENT INC. CENTRAL INDEX KEY: 0001001085 STANDARD INDUSTRIAL CLASSIFICATION: OPERATORS OF NONRESIDENTIAL BUILDINGS [6512] FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34856 FILM NUMBER: 101188549 BUSINESS ADDRESS: STREET 1: BCE PLACE 181 BAY ST STREET 2: STE 300 PO BOX 762 CITY: TORONTO ONTARIO STATE: A6 ZIP: M5J2T3 BUSINESS PHONE: 4163639491 MAIL ADDRESS: STREET 1: BCE PLACE 181 BAY ST STREET 2: STE 300 PO BOX 762 CITY: TORONTO ONTARIO STATE: A6 ZIP: M5J2T3 FORMER NAME: FORMER CONFORMED NAME: BRASCAN CORP/ DATE OF NAME CHANGE: 20010321 FORMER NAME: FORMER CONFORMED NAME: EDPERBRASCAN CORP DATE OF NAME CHANGE: 19970904 FORMER NAME: FORMER CONFORMED NAME: BRASCAN LTD DATE OF NAME CHANGE: 19950919 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Brookfield REP GP Inc. CENTRAL INDEX KEY: 0001504717 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34856 FILM NUMBER: 101188545 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 Retail Split LP CENTRAL INDEX KEY: 0001504719 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34856 FILM NUMBER: 101188548 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 Corp CENTRAL INDEX KEY: 0001504721 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34856 FILM NUMBER: 101188546 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34856 FILM NUMBER: 101188547 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 v201900_ex.xml X0303 4 2010-11-09 0 0001498828 Howard Hughes Corp HHC 0001001085 BROOKFIELD ASSET MANAGEMENT INC. BROOKFIELD PLACE, SUITE 300, 181 BAY STREET, P.O. BOX 762 TORONTO, ONTARIO M5J 2T3 1 0 1 1 Director by deputization *** 0001504719 Brookfield Retail Split LP THREE WORLD FINANCIAL CENTER, 200 VESEY STREET, NEW YORK NY 10281 1 0 1 1 Director by deputization *** 0001504722 Brookfield US Holdings Inc. THREE WORLD FINANCIAL CENTER, 200 VESEY STREET, NEW YORK NY 10281 1 0 1 1 Director by deputization *** 0001504721 Brookfield US Corp THREE WORLD FINANCIAL CENTER, 200 VESEY STREET, NEW YORK NY 10281 1 0 1 1 Director by deputization *** 0001504717 Brookfield REP GP Inc. THREE WORLD FINANCIAL CENTER, 200 VESEY STREET, NEW YORK NY 10281 1 0 1 1 Director by deputization *** Common Stock, Par Value $0.01 per share 2010-11-09 4 A 0 789145 47.619 A 789145 I see footnote Common Stock, Par Value $0.01 per share 2010-11-09 4 A 0 541513 47.619 A 541513 I see footnote Common Stock, Par Value $0.01 per share 2010-11-09 4 A 0 621147 47.619 A 621147 I see footnote Common Stock, Par Value $0.01 per share 2010-11-09 4 A 0 71816 47.619 A 71816 I see footnote Common Stock, Par Value $0.01 per share 2010-11-09 4 A 0 143342 47.619 A 143342 I see footnote Common Stock, Par Value $0.01 per share 2010-11-09 4 A 0 48023 47.619 A 48023 I see footnote Common Stock, Par Value $0.01 per share 2010-11-09 4 A 0 48023 47.619 A 48023 I see footnote Common Stock, Par Value $0.01 per share 2010-11-09 4 A 0 161609 47.619 A 161609 I see footnote Warrants to acquire Common Stock 50 2010-11-09 4 A 0 1247643 A 2010-11-09 2017-11-09 Common Stock 1247643 1247643 I see footnote Warrants to acquire Common Stock 50 2010-11-09 4 A 0 856134 A 2010-11-09 2017-11-09 Common Stock 856134 856134 I see footnote Warrants to acquire Common Stock 50 2010-11-09 4 A 0 982036 A 2010-11-09 2017-11-09 Common Stock 982036 982036 I see footnote Warrants to acquire Common Stock 50 2010-11-09 4 A 0 113541 A 2010-11-09 2017-11-09 Common Stock 113541 113541 I see footnote Warrants to acquire Common Stock 50 2010-11-09 4 A 0 226625 A 2010-11-09 2017-11-09 Common Stock 226625 226625 I see footnote Warrants to acquire Common Stock 50 2010-11-09 4 A 0 75924 A 2010-11-09 2017-11-09 Common Stock 75924 75924 I see footnote Warrants to acquire Common Stock 50 2010-11-09 4 A 0 75924 A 2010-11-09 2017-11-09 Common Stock 75924 75924 I see footnote Warrants to acquire Common Stock 50 2010-11-09 4 A 0 255506 A 2010-11-09 2017-11-09 Common Stock 255506 255506 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. *** David Arthur, a Managing Partner of Brookfield Asset Management Inc., a corporation formed under the laws of the Province of Ontario ("BAM"), was appointed to the board of directors of the Issuer as a representative of each of BAM, Trilon Bancorp Inc., a corporation formed under the laws of the Province of Ontario, Brookfield Private Funds Holdings Inc., a corporation formed under the laws of the Province of Ontario, Brookfield Asset Management Private Institutional Capital Adviser (Canada) LP, a limited partnership formed under the laws of the Province of Manitoba, Brookfield US Holdings Inc., a corporation formed under the laws of the Province of Ontario ("BUSH"), Brookfield US Corporation, a Delaware corporation ("BUSC"), Brookfield REP GP Inc., a Delaware corporation ("BRGP"), Brookfield Retail Split LP, a Delaware limited partnership ("BRS") and Brookfield Retail Holdings LLC (formerly REP Investments LLC), a Delaware limited liability company ("BRH"). Each of BAM, BUSH, BUSC, BRGP and BRS (each, a "Reporting Person") is a "director by designation" 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 Exhibit 99.3 - Joint Filers' Signatures /s/ Joe Freedman, Senior Managing Partner and Counsel of Brookfield Asset Management Inc. 2010-11-12 EX-99.1 2 v201900_ex99-1.htm Unassociated Document

Designated Filer:
Brookfield Asset Management Inc.
Issuer & Ticker Symbol:
The Howard Hughes Corporation  (HHC)
Date of Event Requiring Statement: 
November 9, 2010
 
Exhibit 99.1
 
Explanation of Responses:
 
(1) Common Stock and Warrants held directly by Brookfield Retail Holdings LLC.
 
(2) Common Stock and Warrants held directly by Brookfield Retail Holdings II LLC, a Delaware limited liability company (“BRH II”).
 
(3) Common Stock and Warrants held directly by Brookfield Retail Holdings III LLC, a Delaware limited liability company (“BRH III”).
 
(4) Common Stock and Warrants held directly by Brookfield Retail Holdings IV-A LLC, a Delaware limited liability company (“BRH IV-A”).
 
(5) Common Stock and Warrants beneficially owned by Brookfield Retail Holdings IV-B LLC, a Delaware limited liability company (“BRH IV-B”), and held in title by Brookfield US Retail Holdings LLC (“BUSRH”).
 
(6) Common Stock and Warrants beneficially owned by Brookfield Retail Holdings IV-C LLC, a Delaware limited liability company (“BRH IV-C”), and held in title by BUSRH.
 
(7) Common Stock and Warrants held directly by Brookfield Retail Holdings IV-D LLC, a Delaware limited liability company (“BRH IV-D”).
 
(8) Common Stock and Warrants held directly by Brookfield Retail Holdings V LP, a Delaware limited partnership (“BRH V” and, together with BRH, BRH II, BRH III, BRH IV-A, BRH IV-B, BRH IV-C and BRH IV-D , the “Investment Vehicles.”).
 
(9) BAM, as sole shareholder of Brookfield (US) Investments Ltd., a Bermuda limited company (“BIL”), which holds a Class B interest 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 directly beneficially owned by each Investment Vehicle. In accordance with Instruction 4(b)(iv), the entire amount of the Common Stock and Warrants held by the Investment Vehicles is reported herein.  BAM disclaims beneficial ownership of all shares of Common Stock and Warrants that are directly beneficially owned by the Investment Vehicles, except to the extent of any indirect pecuniary interest therein.
 
(10) BRS, as the holder of Class A interests in each Investment Vehicle (other than BRH V), 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 (other than BRH V). Each of (i) BRGP, as the general partner of BRS, (ii) BUSC, as the sole shareholder of BRGP, (iii) BUSH, as the sole shareholder of BUSC, and (iv) BAM, as the sole shareholder of BUSH, 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 (other than BRH V). In accordance with Instruction 4(b)(iv), the entire amount of the Common Stock and Warrants held by the Investment Vehicles is reported herein.  Each 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.

(11) 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).


 EX-99.2 3 v201900_ex99-2.htm Unassociated Document

Designated Filer:
Brookfield Asset Management Inc.
Issuer & Ticker Symbol:
The Howard Hughes Corporation  (HHC)
Date of Event Requiring Statement: 
November 9, 2010

Exhibit 99.2 - Joint Filer Information

Joint Filers:
     
1. Name:
  
Brookfield Retail Split LP
Address:
  
Three World Financial Center, 200 Vesey Street, New York, New York 10281
     
2. Name:
  
Brookfield US Holdings Inc.
Address:
  
Three World Financial Center, 200 Vesey Street,  New York, New York 10281
     
3. Name:
  
Brookfield US Corporation
Address:
  
Three World Financial Center, 200 Vesey Street, New York, New York 10281
     
4. Name:
  
Brookfield REP GP Inc.
Address:
  
Three World Financial Center, 200 Vesey Street, New York, New York 10281


 
 
 

EX-99.3 4 v201900_ex99-3.htm Unassociated Document

Designated Filer:
Brookfield Asset Management Inc.
Issuer & Ticker Symbol:
The Howard Hughes Corporation  (HHC)
Date of Event Requiring Statement: 
November 9, 2010

Exhibit 99.3 - Joint Filers’ Signatures
 
Brookfield Retail Split LP

By: Brookfield REP GP Inc., its general partner


By:
/s/ Karen Ayre
  
Date: November  12, 2010
  
 
Name:  Karen Ayre
      
 
Title:  Vice President
      
         
         

Brookfield US Holdings Inc.


By:
/s/ Aleks Novakovic
  
Date: November  12, 2010
  
 
Name:  Aleks Novakovic
      
 
Title:  Vice President
      
         
         


Brookfield US Corporation


By:
/s/ Karen Ayre
  
Date: November  12, 2010
  
 
Name:  Karen Ayre
      
 
Title:  Vice President
      
         
         


Brookfield REP GP Inc.


By:
/s/ Karen Ayre
  
Date: November  12, 2010
  
 
Name:  Karen Ayre
      
 
Title:  Vice President
      
         
         
 
 
 
 

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