0001144204-12-062666.txt : 20121114 0001144204-12-062666.hdr.sgml : 20121114 20121114164553 ACCESSION NUMBER: 0001144204-12-062666 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20121109 FILED AS OF DATE: 20121114 DATE AS OF CHANGE: 20121114 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: ONE GALLERIA TOWER STREET 2: 13355 NOEL ROAD, SUITE 950 CITY: DALLAS STATE: TX ZIP: 75240 BUSINESS PHONE: 214-741-7744 MAIL ADDRESS: STREET 1: ONE GALLERIA TOWER STREET 2: 13355 NOEL ROAD, SUITE 950 CITY: DALLAS STATE: TX ZIP: 75240 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] STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34856 FILM NUMBER: 121205421 BUSINESS ADDRESS: STREET 1: BROOKFIELD PLACE, 181 BAY ST, STE 300 STREET 2: PO BOX 762 CITY: TORONTO STATE: A6 ZIP: A6 M5J2T3 BUSINESS PHONE: 416-363-9491 MAIL ADDRESS: STREET 1: BROOKFIELD PLACE, 181 BAY ST, STE 300 STREET 2: PO BOX 762 CITY: TORONTO STATE: A6 ZIP: A6 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 Asset Management Private Institutional Capital Adviser (Canada) LP CENTRAL INDEX KEY: 0001504716 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34856 FILM NUMBER: 121205418 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 REP GP Inc. CENTRAL INDEX KEY: 0001504717 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34856 FILM NUMBER: 121205413 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: 121205416 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: 121205414 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: 121205415 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 Private Funds Holdings Inc. CENTRAL INDEX KEY: 0001504723 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34856 FILM NUMBER: 121205417 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: Partners Ltd CENTRAL INDEX KEY: 0001540229 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34856 FILM NUMBER: 121205420 BUSINESS ADDRESS: STREET 1: 181 BAY STREET STREET 2: BROOKFIELD PLACE, SUITE 300 CITY: TORONTO STATE: A6 ZIP: M5J2T3 BUSINESS PHONE: 416 956 5812 MAIL ADDRESS: STREET 1: 181 BAY STREET STREET 2: BROOKFIELD PLACE, SUITE 300 CITY: TORONTO STATE: A6 ZIP: M5J2T3 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Brookfield Holdings Canada CENTRAL INDEX KEY: 0001540230 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34856 FILM NUMBER: 121205419 BUSINESS ADDRESS: STREET 1: 181 BAY STREET STREET 2: BROOKFIELD PLACE, SUITE 300 CITY: TORONTO STATE: A6 ZIP: M5J2T3 BUSINESS PHONE: 416 956 5812 MAIL ADDRESS: STREET 1: 181 BAY STREET STREET 2: BROOKFIELD PLACE, SUITE 300 CITY: TORONTO STATE: A6 ZIP: M5J2T3 4 1 v328118_4.xml OWNERSHIP DOCUMENT X0306 4 2012-11-09 1 0001498828 Howard Hughes Corp HHC 0001001085 BROOKFIELD ASSET MANAGEMENT INC. THREE WORLD FINANCIAL CENTER 200 VESEY STREET NEW YORK NY 10281 0 0 1 0 0001540229 Partners Ltd 181 BAY STREET BROOKFIELD PLACE, SUITE 300 TORONTO A6 M5J2T3 ONTARIO, CANADA 0 0 1 0 0001540230 Brookfield Holdings Canada 181 BAY STREET BROOKFIELD PLACE, SUITE 300 TORONTO A6 M5J2T3 ONTARIO, CANADA 0 0 1 0 0001504716 Brookfield Asset Management Private Institutional Capital Adviser (Canada) LP THREE WORLD FINANCIAL CENTER 200 VESEY STREET, 11TH FLOOR NEW YORK NY 10281 0 0 1 0 0001504723 Brookfield Private Funds Holdings Inc. THREE WORLD FINANCIAL CENTER 200 VESEY STREET, 11TH FLOOR NEW YORK NY 10281 0 0 1 0 0001504719 Brookfield Retail Split LP THREE WORLD FINANCIAL CENTER 200 VESEY STREET, 11TH FLOOR NEW YORK NY 10281 0 0 1 0 0001504722 Brookfield US Holdings Inc. THREE WORLD FINANCIAL CENTER 200 VESEY STREET, 11TH FLOOR NEW YORK NY 10281 0 0 1 0 0001504721 Brookfield US Corp THREE WORLD FINANCIAL CENTER 200 VESEY STREET, 11TH FLOOR NEW YORK NY 10281 0 0 1 0 0001504717 Brookfield REP GP Inc. THREE WORLD FINANCIAL CENTER 200 VESEY STREET, 11TH FLOOR NEW YORK NY 10281 0 0 1 0 Common Stock, Par Value $0.01 per share 2012-11-09 4 X 0 496434 50.00 A 1285579 I See Footnotes Common Stock, Par Value $0.01 per share 2012-11-09 4 X 0 340653 50.00 A 882166 I See Footnotes Common Stock, Par Value $0.01 per share 2012-11-09 4 X 0 390749 50.00 A 1011896 I See Footnotes Common Stock, Par Value $0.01 per share 2012-11-09 4 X 0 45178 50.00 A 116994 I See Footnotes Common Stock, Par Value $0.01 per share 2012-11-09 4 X 0 90173 50.00 A 233515 I See Footnotes Common Stock, Par Value $0.01 per share 2012-11-09 4 X 0 30210 50.00 A 78233 I See Footnotes Common Stock, Par Value $0.01 per share 2012-11-09 4 X 0 30210 50.00 A 78233 I See Footnotes Common Stock, Par Value $0.01 per share 2012-11-09 4 X 0 101665 50.00 A 263274 I See Footnotes Warrant to acquire Common Stock 50.00 2012-11-09 4 X 0 496434 D 2010-11-09 2017-11-09 Common Stock 496434 751209 I See Footnotes Warrant to acquire Common Stock 50.00 2012-11-09 4 S 0 751209 38.696 D 2010-11-09 2017-11-09 Common Stock 751209 0 I See Footnotes Warrant to acquire Common Stock 50.00 2012-11-09 4 X 0 340653 D 2010-11-09 2017-11-09 Common Stock 340653 515481 I See Footnotes Warrant to acquire Common Stock 50.00 2012-11-09 4 S 0 515481 38.696 D 2010-11-09 2017-11-09 Common Stock 515481 0 I See Footnotes Warrant to acquire Common Stock 50.00 2012-11-09 4 X 0 390749 D 2010-11-09 2017-11-09 Common Stock 390749 591287 I See Footnotes Warrant to acquire Common Stock 50.00 2012-11-09 4 S 0 591287 38.696 D 2010-11-09 2017-11-09 Common Stock 591287 0 I See Footnotes Warrant to acquire Common Stock 50.00 2012-11-09 4 X 0 45178 D 2010-11-09 2017-11-09 Common Stock 45178 68363 I See Footnotes Warrant to acquire Common Stock 50.00 2012-11-09 4 S 0 68363 38.696 D 2010-11-09 2017-11-09 Common Stock 68363 0 I See Footnotes Warrant to acquire Common Stock 50.00 2012-11-09 4 X 0 90173 D 2010-11-09 2017-11-09 Common Stock 90173 136452 I See Footnotes Warrant to acquire Common Stock 50.00 2012-11-09 4 S 0 136452 38.696 D 2010-11-09 2017-11-09 Common Stock 136452 0 I See Footnotes Warrant to acquire Common Stock 50.00 2012-11-09 4 X 0 30210 D 2010-11-09 2017-11-09 Common Stock 30210 45714 I See Footnotes Warrant to acquire Common Stock 50.00 2012-11-09 4 S 0 45714 38.696 D 2010-11-09 2017-11-09 Common Stock 45714 0 I See Footnotes Warrant to acquire Common Stock 50.00 2012-11-09 4 X 0 30210 D 2010-11-09 2017-11-09 Common Stock 30210 45714 I See Footnotes Warrant to acquire Common Stock 50.00 2012-11-09 4 S 0 45714 38.696 D 2010-11-09 2017-11-09 Common Stock 45714 0 I See Footnotes Warrant to acquire Common Stock 50.00 2012-11-09 4 X 0 101665 D 2010-11-09 2017-11-09 Common Stock 101665 153841 I See Footnotes Warrant to acquire Common Stock 50.00 2012-11-09 4 S 0 153841 38.696 D 2010-11-09 2017-11-09 Common Stock 153841 0 I See Footnotes 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. Exhibit List: (1) Exhibit 99.1 - Explanation of Responses (2) Exhibit 99.2 - Joint Filer Information (3) Exhibit 99.3 - Joint Filers' Signatures /s/ Joe Freedman, BROOKFIELD ASSET MANAGEMENT INC. 2012-11-14 EX-99.1 2 v328118_ex99-1.htm EX-99.1

 

Exhibit 99.1

Explanation of Responses:

 

(1)Common Stock and Warrants held directly by Brookfield Retail Holdings HHC LLC (“BRH”).
(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)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).
(10)Each of Partners Limited, a corporation formed under the laws of the Province of Ontario (“Partners”), as a shareholder of Brookfield Asset Management Inc., a corporation formed under the laws of the Province of Ontario (“BAM”), and 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 and Partners disclaim 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.
(11)Brookfield Retail Split LP (“BRS”), as the holder of Class A interests in each Investment Vehicle (other than BRH), 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). Each of (i) Brookfield REP GP Inc. (“BRGP”), a Delaware corporation, as the general partner of BRS, (ii) Brookfield US Corporation, a Delaware corporation (“BUSC”), as the sole shareholder of BRGP, (iii) Brookfield US Holdings, Inc., a corporation formed under the laws of the Province of Ontario (“BUSH”), as the sole shareholder of BUSC, (iv) Brookfield Holdings Canada Inc. (“BHCI”), as the sole shareholder of BUSH, and (v) BAM, as the sole shareholder of BHCI, 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). 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.
(12)Each of (i) Brookfield Asset Management Private Institutional Capital Advisor (Canada) LP (“BPIC”), as the sole managing member of BRH and the holder of Class C interests in BRH, (ii) Brookfield Private Funds Holdings Inc. (“BPFH”), as the sole general partner of BPIC, and (iii) BHCI, as the sole shareholder of BPFH, may be deemed to have an indirect pecuniary interest in an indeterminate portion of the shares of Common Stock and Warrants are that directly beneficially owned by BRH. Each of (i) BUSC, as the holder of Class A interests in BRH, (ii) BUSH, as the sole shareholder of BUSC, (iii) BHCI, as the sole shareholder of BUSH, and (iv) BAM, as the sole shareholder of BHCI, 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. In accordance with Instruction 4(b)(iv), the entire amount of the Common Stock and Warrants held by BRH is reported herein.  Each Reporting Person disclaims beneficial ownership of all shares of Common Stock and Warrants that are beneficially owned by BRH, except to the extent of any indirect pecuniary interest therein.

  

 

 

 

 

 

 

 

 

 EX-99.2 3 v328118_ex99-2.htm EX-99.2

 

Designated Filer:         Brookfield Asset Management Inc.
Issuer & Ticker Symbol:   The Howard Hughes Corporation
Date of Event Requiring Statement:  November 9, 2012

 

Exhibit 99.2 - Joint Filer Information

 

Joint Filers:    
     
1. Name:   Partners Limited
Address:   181 Bay Street, P.O. Box 762, Toronto, Canada M5J 2T3
     
2. Name:   Brookfield Holdings Canada Inc. (formerly Trilon Bancorp Inc.)
Address:   181 Bay Street, P.O. Box 762, Toronto, Canada M5J 2T3
     
3. Name:   Brookfield Asset Management Private Institutional Capital Adviser (Canada) LP
Address:   Three World Financial Center, 200 Vesey Street, New York, New York 10281
     
4. Name:   Brookfield Private Funds Holdings Inc.
Address:   Three World Financial Center, 200 Vesey Street, New York, New York 10281
     
5. Name:   Brookfield Retail Split LP
Address:   Three World Financial Center, 200 Vesey Street, New York, New York 10281
     
6. Name:   Brookfield US Holdings Inc.
Address:   Three World Financial Center, 200 Vesey Street, New York, New York 10281
     
7. Name:   Brookfield US Corporation
Address:   Three World Financial Center, 200 Vesey Street, New York, New York 10281
     
8. Name:   Brookfield REP GP Inc.
Address:   Three World Financial Center, 200 Vesey Street, New York, New York 10281

 

 

 EX-99.3 4 v328118_ex99-3.htm EX-99.3

 

Designated Filer:         Brookfield Asset Management Inc.
Issuer & Ticker Symbol:   The Howard Hughes Corporation
Date of Event Requiring Statement:  November 9, 2012

 

Exhibit 99.3 - Joint Filers’ Signatures

 

Partners Limited      
         
By: /s/ Loretta Corso   Date: November 14, 2012
  Name: Loretta Corso      
  Title: Secretary      

 

 

Brookfield Holdings Canada Inc.      
         
By: /s/ Joe Freedman  
  Name: Joe Freedman      
  Title: Vice President      

  

     
         
By: /s/ Aleks Novakovic   Date: November 14, 2012
  Name: Aleks Novakovic      
  Title: Vice President      

 

 

Brookfield Asset Management Private Institutional Capital Adviser (Canada) LP

 

By: Brookfield Private Funds Holdings Inc., its general partner

 

 

By: /s/ Karen Ayre   Date: November 14, 2012
  Name: Karen Ayre      
  Title: Vice President      

  

 
 

 

Designated Filer:         Brookfield Asset Management Inc.
Issuer & Ticker Symbol:   The Howard Hughes Corporation
Date of Event Requiring Statement:  November 9, 2012

 

 

Brookfield Private Funds Holdings Inc.      
         
By: /s/ Karen Ayre  
  Name: Karen Ayre      
  Title: Vice President      

 

     
         
By: /s/ David Stalter   Date: November 14, 2012
  Name: David Stalter      
  Title: Vice President      

 

 

Brookfield Retail Split LP

 

By: Brookfield REP GP Inc., its general partner

 

 

By: /s/ Karen Ayre   Date: November 14, 2012
  Name: Karen Ayre      
  Title: Vice President      

 

 

Brookfield US Holdings Inc.

 

 

     
         
By: /s/ Aleks Novakovic   Date: November 14, 2012
  Name: Aleks Novakovic      
  Title: Vice President      

 

 

Brookfield US Corporation

 

 

By: /s/ Karen Ayre   Date: November 14, 2012
  Name: Karen Ayre      
  Title: Vice President      

 

 
 

 

Designated Filer:         Brookfield Asset Management Inc.
Issuer & Ticker Symbol:   The Howard Hughes Corporation
Date of Event Requiring Statement:  November 9, 2012

 

Brookfield REP GP Inc.

 

 

By: /s/ Karen Ayre   Date: November 14, 2012
  Name: Karen Ayre      
  Title: Vice President