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