0001144204-16-112092.txt : 20160707
0001144204-16-112092.hdr.sgml : 20160707
20160707200412
ACCESSION NUMBER: 0001144204-16-112092
CONFORMED SUBMISSION TYPE: 4/A
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20160705
FILED AS OF DATE: 20160707
DATE AS OF CHANGE: 20160707
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Rouse Properties, Inc.
CENTRAL INDEX KEY: 0001528558
STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500]
IRS NUMBER: 900750824
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 1114 AVENUE OF THE AMERICAS
STREET 2: SUITE 2800
CITY: NEW YORK
STATE: NY
ZIP: 10036
BUSINESS PHONE: 212-608-5108
MAIL ADDRESS:
STREET 1: 1114 AVENUE OF THE AMERICAS
STREET 2: SUITE 2800
CITY: NEW YORK
STATE: NY
ZIP: 10036
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Brookfield Retail Holdings IV-B Sub II LLC
CENTRAL INDEX KEY: 0001590890
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35287
FILM NUMBER: 161757550
BUSINESS ADDRESS:
STREET 1: 250 VESEY STREET, 15TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10281
BUSINESS PHONE: 212 417 2546
MAIL ADDRESS:
STREET 1: 250 VESEY STREET, 15TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10281
FORMER NAME:
FORMER CONFORMED NAME: Brookfield BPY Retail Holdings IV-B Sub II LLC
DATE OF NAME CHANGE: 20131104
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Brookfield Retail Holdings II Sub II LLC
CENTRAL INDEX KEY: 0001590908
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35287
FILM NUMBER: 161757551
BUSINESS ADDRESS:
STREET 1: 250 VESEY STREET, 15TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10281
BUSINESS PHONE: 212 417 2546
MAIL ADDRESS:
STREET 1: 250 VESEY STREET, 15TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10281
FORMER NAME:
FORMER CONFORMED NAME: Brookfield BPY Retail Holdings II Sub II LLC
DATE OF NAME CHANGE: 20131104
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Brookfield Retail Holdings IV-C Sub II LLC
CENTRAL INDEX KEY: 0001590911
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35287
FILM NUMBER: 161757552
BUSINESS ADDRESS:
STREET 1: 250 VESEY STREET, 15TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10281
BUSINESS PHONE: 212 417 2546
MAIL ADDRESS:
STREET 1: 250 VESEY STREET, 15TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10281
FORMER NAME:
FORMER CONFORMED NAME: Brookfield BPY Retail Holdings IV-C Sub II LLC
DATE OF NAME CHANGE: 20131104
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Brookfield Retail Holdings IV-D Sub II LLC
CENTRAL INDEX KEY: 0001590910
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35287
FILM NUMBER: 161757553
BUSINESS ADDRESS:
STREET 1: 250 VESEY STREET, 15TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10281
BUSINESS PHONE: 212 417 2546
MAIL ADDRESS:
STREET 1: 250 VESEY STREET, 15TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10281
FORMER NAME:
FORMER CONFORMED NAME: Brookfield BPY Retail Holdings IV-D Sub II LLC
DATE OF NAME CHANGE: 20131104
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Brookfield Retail Holdings IV-A Sub II LLC
CENTRAL INDEX KEY: 0001590893
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35287
FILM NUMBER: 161757554
BUSINESS ADDRESS:
STREET 1: 250 VESEY STREET, 15TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10281
BUSINESS PHONE: 212 417 2546
MAIL ADDRESS:
STREET 1: 250 VESEY STREET, 15TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10281
FORMER NAME:
FORMER CONFORMED NAME: Brookfield BPY Retail Holdings IV-A Sub II LLC
DATE OF NAME CHANGE: 20131104
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Brookfield Retail Holdings III Sub II LLC
CENTRAL INDEX KEY: 0001590892
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35287
FILM NUMBER: 161757549
BUSINESS ADDRESS:
STREET 1: 250 VESEY STREET, 15TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10281
BUSINESS PHONE: 212 417 2546
MAIL ADDRESS:
STREET 1: 250 VESEY STREET, 15TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10281
FORMER NAME:
FORMER CONFORMED NAME: Brookfield BPY Retail Holdings III Sub II LLC
DATE OF NAME CHANGE: 20131104
4/A
1
v443813_4a.xml
OWNERSHIP DOCUMENT
X0306
4/A
2016-07-05
2013-11-05
1
0001528558
Rouse Properties, Inc.
RSE
0001590893
Brookfield Retail Holdings IV-A Sub II LLC
BROOKFIELD PLACE
250 VESEY STREET, 15TH FLOOR
NEW YORK
NY
10281
0
0
0
1
See footnotes (1)(2)(3)
0001590910
Brookfield Retail Holdings IV-D Sub II LLC
BROOKFIELD PLACE
250 VESEY STREET, 15TH FLOOR
NEW YORK
NY
10281
0
0
0
1
See footnotes (1)(2)(3)
0001590911
Brookfield Retail Holdings IV-C Sub II LLC
BROOKFIELD PLACE
250 VESEY STREET, 15TH FLOOR
NEW YORK
NY
10281
0
0
0
1
See footnotes (1)(2)(3)
0001590908
Brookfield Retail Holdings II Sub II LLC
BROOKFIELD PLACE
250 VESEY STREET, 15TH FLOOR
NEW YORK
NY
10281
0
0
0
1
See footnotes (1)(2)(3)
0001590890
Brookfield Retail Holdings IV-B Sub II LLC
BROOKFIELD PLACE
250 VESEY STREET, 15TH FLOOR
NEW YORK
NY
10281
0
0
0
1
See footnotes (1)(2)(3)
0001590892
Brookfield Retail Holdings III Sub II LLC
BROOKFIELD PLACE
250 VESEY STREET, 15TH FLOOR
NEW YORK
NY
10281
0
0
0
1
See footnotes (1)(2)(3)
Common Stock Par Value $0.01
2016-07-05
4
S
0
19387625
18.25
D
0
D
Series I Preferred Stock Par Value $0.01
2016-07-05
4
P
0
19387625
18.25
A
19387625
D
Series I Preferred Stock Par Value $0.01
2016-07-06
4
S
0
193876.25
1825
D
0
D
Pursuant to the Exchange Agreement entered into by and among Rouse Properties, Inc. ("Rouse") and Brookfield Retail Holdings VII LLC, New Brookfield Retail Holdings R2 LLC, Brookfield BPY Retail Holdings II LLC, Brookfield Retail Holdings III Sub II LLC, Brookfield Retail Holdings II Sub II LLC, Brookfield Retail Holdings IV-A Sub II LLC, Brookfield Retail Holdings IV-B Sub II LLC, Brookfield Retail Holdings IV-C Sub II LLC and Brookfield Retail Holdings IV-D Sub II LLC (collectively, the "Exchange Parties"), dated February 25, 2016 (the "Exchange Agreement"), on July 5, 2016 the Exchange Parties contributed, assigned, transferred and delivered to Rouse an aggregate of 19,387,625 common shares of Rouse owned by the Exchange Parties in exchange for the issuance of 19,387,625 shares of Series I Preferred Stock of Rouse (the "Exchange Shares").
Following the consummation of the Merger (as described more fully below), each Exchange Share was converted into 0.01 Series I Preferred Shares of the Surviving Corporation (as defined below) and subsequently, through a series of transactions among affiliates of BAM (the "Contribution Transactions"), contributed to Parent (as defined below). The Reporting Owners disposed of the 19,387,625 common shares of Rouse, and acquired and subsequently disposed of the Exchange Shares, through the contribution and exchange under the Exchange Agreement and the Contribution Transactions. A copy of the Exchange Agreement is filed as Exhibit 10.2 to Rouse's Current Report on Form 8-K filed February 29, 2016.
Pursuant to the Agreement and Plan of Merger by and among Rouse, BSREP II Retail Pooling LLC ("Parent"), BSREP II Retail Holdings Corp. ("Acquisition Sub") and, solely for purposes of Section 10.14 therein, Brookfield Strategic Real Estate Partners II-A L.P., Brookfield Strategic Real Estate Partners II-A (ER) L.P., Brookfield Strategic Real Estate Partners II-B L.P., Brookfield Strategic Real Estate Partners II-C L.P., Brookfield Strategic Real Estate Partners II-C (ER) L.P., , and Brookfield Strategic Real Estate Partners II BPY Borrower L.P., dated February 25, 2016 (the "Merger Agreement"), Acquisition Sub was merged with and into Rouse (the "Merger"), with Rouse surviving the merger as the surviving corporation and a subsidiary of Parent (the "Surviving Corporation"). A copy of the Merger Agreement is filed as Annex A to Rouse's Proxy Statement on Form 14A filed on May 27, 2016.
/s/ David J. Stalter, Senior Vice President, /s/ Melissa Lang, Secretary, BROOKFIELD RETAIL HOLDINGS IV-A SUB II LLC, By: Brookfield Asset Management Private Institutional Capital Adviser US, LLC
2016-07-07
/s/ David J. Stalter, Senior Vice President, /s/ Melissa Lang, Secretary, BROOKFIELD RETAIL HOLDINGS IV-D SUB II LLC, By Brookfield Asset Management Private Institutional Capital Adviser US, LLC
2016-07-07
/s/ David J. Stalter, Senior Vice President, /s/ Melissa Lang, Secretary, BROOKFIELD RETAIL HOLDINGS IV-C SUB II LLC, By: Brookfield Asset Management Private Institutional Capital Adviser US, LLC
2016-07-07
/s/ David J. Stalter, Senior Vice President, /s/ Melissa Lang, Secretary, BROOKFIELD RETAIL HOLDINGS II SUB II LLC, By: Brookfield Asset Management Private Institutional Capital Adviser US, LLC
2016-07-07
/s/ David J. Stalter, Senior Vice President, /s/ Melissa Lang, Secretary, BROOKFIELD RETAIL HOLDINGS IV-B SUB II LLC, By: Brookfield Asset Management Private Institutional Capital Adviser US, LLC
2016-07-07
/s/ David J. Stalter, Senior Vice President, /s/ Melissa Lang, Secretary, BROOKFIELD RETAIL HOLDINGS III SUB II LLC, By: Brookfield Asset Management Private Institutional Capital Adviser US, LLC
2016-07-07