0000899140-12-000540.txt : 20120911 0000899140-12-000540.hdr.sgml : 20120911 20120910203747 ACCESSION NUMBER: 0000899140-12-000540 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20120911 DATE AS OF CHANGE: 20120910 GROUP MEMBERS: BROOKFIELD ASSET MANAGEMENT INC. GROUP MEMBERS: BROOKFIELD ASSET MANAGEMENT PRIVATE INSTITUTIONAL CAPITAL AD GROUP MEMBERS: BROOKFIELD HOLDINGS CANADA INC. GROUP MEMBERS: BROOKFIELD PRIVATE FUNDS HOLDINGS INC. GROUP MEMBERS: BROOKFIELD REP GP INC. GROUP MEMBERS: BROOKFIELD RETAIL HOLDINGS II LLC GROUP MEMBERS: BROOKFIELD RETAIL HOLDINGS III LLC GROUP MEMBERS: BROOKFIELD RETAIL HOLDINGS IV-A LLC GROUP MEMBERS: BROOKFIELD RETAIL HOLDINGS IV-B LLC GROUP MEMBERS: BROOKFIELD RETAIL HOLDINGS IV-C LLC GROUP MEMBERS: BROOKFIELD RETAIL HOLDINGS IV-D LLC GROUP MEMBERS: BROOKFIELD RETAIL HOLDINGS V LP GROUP MEMBERS: BROOKFIELD RETAIL HOLDINGS VI LLC GROUP MEMBERS: BROOKFIELD RETAIL SPLIT II LLC GROUP MEMBERS: BROOKFIELD RETAIL SPLIT L.P. GROUP MEMBERS: BROOKFIELD US CORP GROUP MEMBERS: BROOKFIELD US HOLDINGS INC. GROUP MEMBERS: PARTNERS LTD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: General Growth Properties, Inc. CENTRAL INDEX KEY: 0001496048 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 272963337 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-85755 FILM NUMBER: 121084200 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: New GGP, Inc. DATE OF NAME CHANGE: 20100706 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Brookfield Retail Holdings LLC CENTRAL INDEX KEY: 0001504459 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: THREE WORLD FINANCIAL CENTER STREET 2: 200 VESEY STREET, 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10281 BUSINESS PHONE: 212-471-7000 MAIL ADDRESS: STREET 1: THREE WORLD FINANCIAL CENTER STREET 2: 200 VESEY STREET, 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10281 SC 13D/A 1 b83344114a.htm SCHEDULE 13D, AMENDMENT 6 b83344114a.htm

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


SCHEDULE 13D

Under the Securities Exchange Act of 1934 (Amendment No. 6)

General Growth Properties, Inc.
(Name of Issuer)

COMMON STOCK, $0.01 PAR VALUE PER SHARE
(Title of Class of Securities)


370023103
(CUSIP Number)


Joseph S. Freedman
Brookfield Asset Management, Inc.
Brookfield Place, Suite 300
181 Bay Street, P.O. Box 762
Toronto, Ontario M5J 2T3
Telephone: (416) 956-5182
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

Copy to:

Gregory B. Astrachan, Esq.
Michael A. Schwartz, Esq.
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, NY 10019−6099
(212) 728−8000

September 10, 2012
(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
 
 
 
 
 
 
 
CUSIP No. 370023103
  
Page  1  of    22     Pages
 
SCHEDULE 13D
 
1
NAMES OF REPORTING PERSONS
 
Brookfield Retail Holdings LLC
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) o
(b) þ
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
305,465,050*
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
305,465,050*
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
 
305,465,050*
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
þ
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
30.5%*
14
TYPE OF REPORTING PERSON
 
OO
* By virtue of certain voting rights, the Reporting Person may be deemed to share beneficial ownership of 305,465,050 shares of Common Stock, representing 30.5% of the shares of Common Stock. The Reporting Person may be deemed to be a member of a “group” with the other Reporting Persons and, therefore, may be deemed beneficially own the 421,441,764 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 42.1% of the shares of Common Stock. See Item 5.

 
 
 
 
 
 
CUSIP No. 370023103
  
Page  2  of    22     Pages
 
SCHEDULE 13D
 
1
NAMES OF REPORTING PERSONS
 
Brookfield Retail Holdings II LLC
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) o
(b) þ
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
305,465,050*
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
305,465,050*
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
 
305,465,050*
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
þ
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
30.5%*
14
TYPE OF REPORTING PERSON
 
OO
* By virtue of certain voting rights, the Reporting Person may be deemed to share beneficial ownership of 305,465,050 shares of Common Stock, representing 30.5% of the shares of Common Stock. The Reporting Person may be deemed to be a member of a “group” with the other Reporting Persons and, therefore, may be deemed beneficially own the 421,441,764 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 42.1% of the shares of Common Stock. See Item 5.
 
 
 
 
 
 
CUSIP No. 370023103
  
Page  3  of    22     Pages
 
SCHEDULE 13D
 
1
NAMES OF REPORTING PERSONS
 
Brookfield Retail Holdings III LLC
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) o
(b) þ
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
305,465,050*
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
305,465,050*
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
 
305,465,050*
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
þ
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
30.5%*
14
TYPE OF REPORTING PERSON
 
OO
* By virtue of certain voting rights, the Reporting Person may be deemed to share beneficial ownership of 305,465,050 shares of Common Stock, representing 30.5% of the shares of Common Stock. The Reporting Person may be deemed to be a member of a “group” with the other Reporting Persons and, therefore, may be deemed beneficially own the 421,441,764 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 42.1% of the shares of Common Stock. See Item 5.
 
 
 
 
 
 
CUSIP No. 370023103
  
Page 4   of    22     Pages
 
SCHEDULE 13D
 
1
NAMES OF REPORTING PERSONS
 
Brookfield Retail Holdings IV-A LLC
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) o
(b) þ
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
8,997,544*
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
8,997,544*
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
 
8,997,544*
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
þ
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.0%*
14
TYPE OF REPORTING PERSON
 
OO
 
    * The Reporting Person may be deemed to be a member of a “group” with the other Reporting Persons and, therefore, may be deemed beneficially own the 421,441,764 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 42.1% of the shares of Common Stock. See Item 5.
 
 
 
 
 
 
CUSIP No. 370023103
  
Page 5  of    22     Pages
 
SCHEDULE 13D
 
1
NAMES OF REPORTING PERSONS
 
Brookfield Retail Holdings IV-B LLC
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) o
(b) þ
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
17,965,682*
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
17,965,682*
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
 
17,965,682*
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
þ
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.9%*
14
TYPE OF REPORTING PERSON
 
OO
 
    * The Reporting Person may be deemed to be a member of a “group” with the other Reporting Persons and, therefore, may be deemed beneficially own the 421,441,764 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 42.1% of the shares of Common Stock. See Item 5.
 
 
 
 
 
 
CUSIP No. 370023103
  
Page  6  of    22     Pages
 
SCHEDULE 13D
 
1
NAMES OF REPORTING PERSONS
 
Brookfield Retail Holdings IV-C LLC
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) o
(b) þ
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
6,018,884*
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
6,018,884*
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
 
6,018,884*
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
þ
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.6%*
14
TYPE OF REPORTING PERSON
 
OO
* The Reporting Person may be deemed to be a member of a “group” with the other Reporting Persons and, therefore, may be deemed beneficially own the 421,441,764 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 42.1% of the shares of Common Stock. See Item 5.
 
 
 
 
 
 
CUSIP No. 370023103
  
Page   7 of    22     Pages
 
SCHEDULE 13D
 
1
NAME OF REPORTING PERSONS
 
Brookfield Retail Holdings IV-D LLC
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) o
(b) þ
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
6,040,321*
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
6,040,321*
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
 
6,040,321*
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
þ
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.6%*
14
TYPE OF REPORTING PERSON
 
OO
 
    *  The Reporting Person may be deemed to be a member of a “group” with the other Reporting Persons and, therefore, may be deemed beneficially own the 421,441,764 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 42.1% of the shares of Common Stock. See Item 5.
 
 
 
 
 
 
 
CUSIP No. 370023103
  
Page   8 of    22     Pages
 
SCHEDULE 13D
 
1
NAME OF REPORTING PERSONS
 
Brookfield Retail Holdings V LP
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) o
(b) þ
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
20,322,805*
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
20,322,805*
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
 
20,322,805*
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
þ
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
2.2%*
14
TYPE OF REPORTING PERSON
 
PN
 
    * The Reporting Person may be deemed to be a member of a “group” with the other Reporting Persons and, therefore, may be deemed beneficially own the 421,441,764 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 42.1% of the shares of Common Stock. See Item 5.
 
 
 
 
 
 
CUSIP No. 370023103
  
Page  9  of    22     Pages
 
SCHEDULE 13D
 
1
NAME OF REPORTING PERSONS
 
Brookfield Retail Holdings VI LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) o
(b) þ
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
115,976,714*
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
115,976,714*
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
 
115,976,714*
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
11.6%*
14
TYPE OF REPORTING PERSON
 
OO
 
* The Reporting Person may be deemed to be a member of a “group” with the other Reporting Persons and, therefore, may be deemed beneficially own the 421,441,764 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 42.1% of the shares of Common Stock. See Item 5.
 
 
 
 
 
 
 
CUSIP No. 370023103
  
Page  10  of    22     Pages
 
SCHEDULE 13D
 
1
NAME OF REPORTING PERSONS
 
Brookfield Asset Management Inc.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) o
(b) þ
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Canada
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
421,441,764*
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
421,441,764*
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
 
421,441,764*
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
42.1%*
14
TYPE OF REPORTING PERSON
 
CO
* See Item 5.
 
 
 
 
 
 
CUSIP No. 370023103
  
Page  11  of    22     Pages
 
SCHEDULE 13D
 
1
NAME OF REPORTING PERSONS
 
Partners Limited
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) o
(b) þ
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Canada
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
421,441,764*
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
421,441,764*
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
 
421,441,764*
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
42.1%*
14
TYPE OF REPORTING PERSON
 
CO
* See Item 5.
 
 
 
 
 
 
CUSIP No. 370023103
  
Page  12  of    22     Pages
 
SCHEDULE 13D
 
1
NAME OF REPORTING PERSONS
 
Brookfield Holdings Canada Inc.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) o
(b) þ
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Canada
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
305,465,050*
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
305,465,050*
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
 
305,465,050*
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
30.5%*
14
TYPE OF REPORTING PERSON
 
CO
 
* The Reporting Person may be deemed to be a member of a “group” with the other Reporting Persons and, therefore, may be deemed beneficially own the 421,441,764 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 42.1% of the shares of Common Stock. See Item 5.
 
 
 
 
 
 
CUSIP No. 370023103
  
Page  13  of    22     Pages
 
SCHEDULE 13D
 
1
NAME OF REPORTING PERSONS
 
Brookfield Asset Management Private Institutional Capital Adviser (Canada) LP
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) o
(b) þ
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Canada
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
305,465,050*
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
305,465,050*
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
 
305,465,050*
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
30.5%*
14
TYPE OF REPORTING PERSON
 
PN
 
    * The Reporting Person may be deemed to be a member of a “group” with the other Reporting Persons and, therefore, may be deemed beneficially own the 421,441,764 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 42.1% of the shares of Common Stock. See Item 5.
 
 
 
 
 
 
CUSIP No. 370023103
  
Page  14  of    22     Pages
 
SCHEDULE 13D

1
NAME OF REPORTING PERSONS
 
Brookfield Private Funds Holdings Inc.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) o
(b) þ
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Canada
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
305,465,050*
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
305,465,050*
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
 
305,465,050*
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
30.5%*
14
TYPE OF REPORTING PERSON
 
CO
 
* The Reporting Person may be deemed to be a member of a “group” with the other Reporting Persons and, therefore, may be deemed beneficially own the 421,441,764 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 42.1% of the shares of Common Stock. See Item 5.
 
 
 
 
 
 
 
CUSIP No. 370023103
  
Page  15  of    22     Pages
 
SCHEDULE 13D
 
1
NAME OF REPORTING PERSONS
 
Brookfield Retail Split LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) o
(b) þ
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
305,465,050*
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
305,465,050*
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
 
305,465,050*
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
30.5%*
14
TYPE OF REPORTING PERSON
 
PN
 
* By virtue of certain voting rights of Brookfield Retail Holdings LLC, the Reporting Person may be deemed to share beneficial ownership of 305,465,050 shares of Common Stock, representing 30.5% of the shares of Common Stock. The Reporting Person may be deemed to be a member of a “group” with the other Reporting Persons and, therefore, may be deemed beneficially own the 421,441,764 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 42.1% of the shares of Common Stock. See Item 5.
 
 
 
 
 
 
CUSIP No. 370023103
  
Page  16  of    22     Pages
 
SCHEDULE 13D
 
1
NAME OF REPORTING PERSONS
 
Brookfield Retail Split II LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) o
(b) þ
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
115,976,714*
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
115,976,714*
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
 
115,976,714*
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
11.6%*
14
TYPE OF REPORTING PERSON
 
OO
 
* The Reporting Person may be deemed to be a member of a “group” with the other Reporting Persons and, therefore, may be deemed beneficially own the 421,441,764 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 42.1% of the shares of Common Stock. See Item 5.
 
 
 
 
 
 
 
 
CUSIP No. 370023103
  
Page  17  of    22     Pages
 
SCHEDULE 13D
 
1
NAME OF REPORTING PERSONS
 
Brookfield US Holdings Inc.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) o
(b) þ
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Canada
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
421,441,764*
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
421,441,764*
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
 
421,441,764*
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
42.1%*
14
TYPE OF REPORTING PERSON
 
CO
* See Item 5.
 
 
 
 
 
 
 
CUSIP No. 370023103
  
Page  18  of    22     Pages
SCHEDULE 13D
 
1
NAME OF REPORTING PERSONS
 
Brookfield US Corporation
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) o
(b) þ
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
421,441,764*
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
421,441,764*
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
 
421,441,764*
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
42.1%*
14
TYPE OF REPORTING PERSON
 
CO
* See Item 5.
 
 
 
 
 

 
CUSIP No. 370023103
  
Page 19   of    22     Pages
 
SCHEDULE 13D
 
1
NAME OF REPORTING PERSONS
 
Brookfield REP GP Inc.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) o
(b) þ
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
421,441,764*
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
421,441,764*
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
 
421,441,764*
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
42.1%*
14
TYPE OF REPORTING PERSON
 
CO
* See Item 5
 
 
 
 
 
 
 
Pursuant to Rule 13d-2 promulgated under the Act, this Schedule 13D/A (this “Amendment No. 6”) amends the Schedule 13D filed on November 19, 2010 (the “Original Schedule 13D”) and amended on November 24, 2010 (“Amendment No. 1”), January 19, 2011 (“Amendment No. 2”),  January 28, 2011 (“Amendment No. 3”), May 12, 2011 (“Amendment No. 4”) and August 27, 2012 (“Amendment No. 5”)  (the Original Schedule 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5 and Amendment No. 6 are collectively referred to herein as the “Schedule 13D”).  This Amendment No. 6 relates to the common stock, par value $0.01 per share (“Common Stock”), of General Growth Properties, Inc., a Delaware corporation (the “Company”).
 
Item 4. Purpose of the Transaction
 
Item 4 of the Schedule 13D is hereby amended to include:

On September 10, 2012 Brookfield sent an open letter to the shareholders of the Company, c/o the Company’s board of directors.  A copy of the letter is attached hereto as Exhibit 19 and is incorporated herein  in its entirety by reference thereto.

Item 5. Interest in Securities of the Issuer
 
Item 5(a)-(b) of the Schedule 13D is hereby amended in its entirety as follows:
 
(a)-(b) As of the close of business on September 10, 2012, the Investment Vehicles directly held and beneficially owned the shares of Common Stock and Warrants indicated on the following table.  Each of the Investment Vehicles shares voting and investment power as indicated in the paragraphs below the table.  All calculations of percentages of beneficial ownership in this Item 5 and elsewhere in this Schedule 13D are based on the 938,259,889 shares of Common Stock reported by the Company as outstanding as of August 1, 2012 as reported in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 6, 2012, plus, where such beneficial ownership includes Warrants, such number of shares of Common Stock issuable upon exercise of the Warrants included in any such beneficial ownership calculation.
 
Investment Vehicle
Common Stock
Warrants
Beneficial Ownership
BRH
79,094,965.00
20,758,291
10.41%
BRH II
53,879,801.00
14,244,357
7.15%
BRH III
61,803,287.00
16,339,113
8.19%
BRH IV-A
7,108,442.00
1,889,102
0.96%
BRH IV-B (1)
14,195,099.00
3,770,583
1.91%
BRH IV-C (1)
4,755,658.00
1,263,226
0.64%
BRH IV-D
4,777,095.00
1,263,226
0.64%
BRH V
16,071,703.00
4,251,102
2.16%
Total:
241,686,050
63,779,000
30.48%
(1) The shares of Common Stock and Warrants are held directly by Brookfield US Retail Holdings LLC. Pursuant to the BRH IV-B Agreement and BRH IV-C Agreement, as applicable, the applicable Investment Vehicle shares investment and voting power (but not with Brookfield US Retail Holdings LLC) over the shares of Common Stock and Warrants held directly by Brookfield US Retail Holdings LLC.
 
As managing member or general partner, as applicable, of each of the Investment Vehicles, BAM Canada may be deemed, subject to restrictions on its authority imposed by the Voting Agreement, to beneficially own all shares of Common Stock and Warrants owned by each of the Investment Vehicles, consisting of 241,686,050 shares of Common Stock and Warrants exercisable to purchase 63,779,000 shares of Common Stock, collectively representing 30.5% of the Common Stock.  As direct and indirect controlling persons of BAM Canada, each of Brookfield Holdings, BHC and Brookfield may be deemed to share with BAM Canada beneficial ownership of such shares of Common Stock and Warrants.
 
 
 
 
 
 
Split LP is the non-managing member of BRH.  By virtue of (i) its ability under the Operating Agreement of BRH to appoint and remove the board of directors of BRH and (ii) the ability of the board of directors of BRH to direct BAM Canada on behalf of BRH to veto any action requiring a hyper-majority vote under the Voting Agreement (including voting decisions with respect to, and material dispositions of, Common Stock by the Investment Vehicles), Split LP may be deemed to share voting and investment power with respect to the 305,456,050 shares of Common Stock owned by the Investment Vehicles, representing approximately 30.5% of the shares of the Common Stock.  As direct and indirect controlling persons of Split LP, BRGP, US Holdings, US Corp. and Brookfield may be deemed to share with Split LP beneficial ownership of such shares of Common Stock and Warrants.
 
As of the close of business on September 10, 2012, BRH VI directly held and beneficially owned 115,976,714 shares of Common Stock, representing approximately 11.57% of the shares of Common Stock.  As the manager of BRH VI, BR Split II may be deemed to beneficially all of the shares of Common Stock held by BRH VI, consisting of  115,976,714 shares of Common Stock, representing approximately 11.57% of the shares of Common Stock.  As direct and indirect controlling persons of BR Split II, BRGP, US. Corp., US Holdings, BHC and Brookfield may be deemed to share with BR Split II beneficial ownership of such shares of Common Stock.
 
None of the Reporting Persons has sole voting or investment power with respect to any shares of Common Stock or Warrants.
 
By virtue of the various agreements and arrangements among the Reporting Persons described in this Schedule 13D, the Reporting Persons may be deemed to constitute a “group” within the meaning of Section 13(d)(3) under the Act and Rule 13d-5(b)(1) thereunder and each member of the “group” may be deemed to beneficially own all shares of Common Stock and Warrants held by all members of the “group.”  Accordingly, each of the Reporting Persons may be deemed to beneficially own 421,441,764 shares of Common Stock (which includes the 63,779,000 shares of Common Stock issuable upon exercise of the Warrants held by all Reporting Persons), constituting beneficial ownership of 42.1% of the shares of the Common Stock.  Each of the Investment Vehicles expressly disclaims, to the extent permitted by applicable law, beneficial ownership of any shares of Common Stock and Warrants held by each of the other Investment Vehicles. Each of the Investment Vehicles and Split LP expressly disclaims, to the extent permitted by applicable law, beneficial ownership of any shares of Common Stock held by BRH VI.  Each of BR Split II and BRH VI expressly disclaims, to the extent permitted by applicable law, beneficial ownership of any shares of Common Stock and Warrants held by the Investment Vehicles.
 
By virtue of (i) the ability of the Northern Trust Company, acting in its capacity as custodian for the Future Fund Board of Guardians (“Future Fund”) under the Operating Agreement of BRH II to appoint and remove the members of the board of directors of BRH II and (ii) the ability of the board of directors of BRH II to direct BAM Canada on behalf of BRH II to veto any action requiring a hyper-majority vote under the Voting Agreement (including voting decisions and material dispositions of Common Stock by the Investment Vehicles), Future Fund may be deemed to share voting and investment power over the Common Stock and Warrants held by each of the Investment Vehicles.  By virtue of (i) the ability of Stable Investment Corporation (“Stable”) and Best Investment Corporation (“Best” and, together with Stable, “SB”) (both subsidiaries of China Investment Corporation) under the Operating Agreement of BRH III to appoint and remove the members of the board of directors of BRH III and (ii) the ability of the board of directors of BRH III to direct BAM Canada on behalf of BRH III to veto any action requiring a hyper-majority vote under the Voting Agreement (including voting decisions and material dispositions of Common Stock by the Investment Vehicles), SB may be deemed to share voting and investment power over the Common Stock and Warrants held by each of the Investment Vehicles.  Additionally, by virtue of the various agreements and arrangements among the Reporting Persons described in this Schedule 13D, Future Fund and/or SB may be deemed to be members of a “group” with the Reporting Persons.  Neither Future Fund nor SB are Reporting Persons on this Schedule 13D, and any obligations either of them may have under Section 13(d) of the Act would have to be satisfied on one or more separate filings.  To the extent that either Future Fund or SB beneficially owns shares of Common Stock or Warrants that are not held by one of the Investment Vehicles, the Reporting Persons may be deemed to beneficially own any such shares of Common Stock or Warrants, but expressly disclaim, to the extent permitted by applicable law, beneficial ownership thereof.
 
 
 
 
 
 
Item 7. Material To Be Filed as Exhibits

Item 7 of Schedule 13D is hereby amended to include the following:
 
Exhibit 19
Letter to Shareholders of General Growth Properties, Inc., dated September 10, 2012.
 

 
 
 
 

 
SIGNATURES
 
After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
 

Dated: September 10, 2012
BROOKFIELD ASSET MANAGEMENT INC.
     
 
By:
/s/ Aleks Novakovic                                     
   
Name: Aleks Novakovic
   
Title: Managing Partner
     
 
By:
/s/ Joseph Freedman                                    
 
[
Name: Joseph Freedman
Title: Senior Managing Partner
 
 
 Dated: September 10, 2012
PARTNERS LIMITED
   
     
 
By:
/s/ Loretta Corso                                           
   
Name: Loretta Corso
   
Title: Secretary
     
     
 Dated: September 10, 2012
BROOKFIELD ASSET MANAGEMENT PRIVATE
INSTITUTIONAL CAPITAL ADVISER (CANADA) L.P.
   
 
By: Brookfield Private Funds Holdings Inc., its general partner
     
 
By:
/s/ Karen Ayre                                                         
   
Name: Karen Ayre
   
Title: Vice President
   
 Dated: September 10, 2012
BROOKFIELD PRIVATE FUNDS HOLDINGS INC.
   
 
By:          /s/ Karen Ayre                                              
   
Name: Karen Ayre
   
Title: Vice President
   
 
By:         /s/ David Stalter                                             
 
               Name: David Stalter
 
               Title: Vice President
   
 
 
 
 
 
 
 
 
 Dated: September 10, 2012
BROOKFIELD HOLDINGS CANADA INC.
   
 
By:  /s/ Aleks Novakovic                                             
 
        Name: Aleks Novakovic
        Title: Vice President
   
 
By:  /s/ Joseph Freedman                                             
 
        Name: Joseph Freedman
 
        Title: Vice President
   
 Dated: September 10, 2012
BROOKFIELD RETAIL SPLIT LP
   
 
By: Brookfield REP GP Inc., its general partner
   
 
By:  /s/ Karen Ayre                                                         
 
       Name: Karen Ayre
 
       Title: Vice President
 
   
 Dated: September 10, 2012
BROOKFIELD US HOLDINGS INC.
   
 
By   /s/ Aleks Novakovic                                              
 
        Name: Aleks Novakovic
 
        Title: Vice President
   
   
 Dated: September 10, 2012
BROOKFIELD US CORPORATION
   
 
By:  /s/ Karen Ayre                                                         
 
        Name: Karen Ayre
 
        Title: Vice President
   
   
Dated: September 10, 201
BROOKFIELD REP GP INC.
   
 
By: Brookfield US Corporation, its managing member
   
 
By:  /s/ Karen Ayre                                                         
 
        Name: Karen Ayre
 
        Title: Vice President
   
   
 
 
 
 
 
 
 
 
 Dated: September 10, 2012
BROOKFIELD RETAIL HOLDINGS LLC
     
 
By: Brookfield Asset Management Private Institutional Capital Adviser (Canada) L.P., its managing member
   
 
By: Brookfield Private Funds Holdings Inc., its general partner
     
 
By:
 /s/ Karen Ayre                                               
   
Name: Karen Ayre
   
Title: Vice President
     
 
By:
 /s/ David Stalter                                             
   
Name: David Stalter
   
Title: Vice President
     
     
  Dated: September 10, 2012
BROOKFIELD RETAIL HOLDINGS II LLC
   
 
By: Brookfield Asset Management Private Institutional Capital Adviser (Canada) L.P., its managing member
   
 
By: Brookfield Private Funds Holdings Inc., its general partner
     
 
By:
/s/ Karen Ayre                                                
   
Name: Karen Ayre
   
Title: Vice President
     
 
By:
 /s/ David Stalter                                             
   
Name: David Stalter
   
Title: Vice President
     
     
 Dated: September 10, 2012
BROOKFIELD RETAIL HOLDINGS III LLC
   
 
By: Brookfield Asset Management Private Institutional Capital Adviser (Canada) L.P., its managing member
   
 
By: Brookfield Private Funds Holdings Inc., its general partner
     
 
By:
/s/ Karen Ayre                                                   
   
Name: Karen Ayre
   
Title: Vice President
     
 
By:
 /s/ David Stalter                                            
   
Name: David Stalter
   
Title: Vice President
     
     
 
 
 
 
 
 
 
 
 Dated: September 10, 2012
BROOKFIELD RETAIL HOLDINGS IV-A LLC
   
 
By: Brookfield Asset Management Private Institutional Capital Adviser (Canada) L.P., its managing member
   
 
By:  Brookfield Private Funds Holdings Inc., its general partner
     
 
By:
/s/ Karen Ayre                                                    
   
Name: Karen Ayre
   
Title: Vice President
     
 
By:
 /s/ David Stalter                                             
   
Name: David Stalter
   
Title: Vice President
     
     
 Dated: September 10, 2012
BROOKFIELD RETAIL HOLDINGS IV-B LLC
   
 
By: Brookfield Asset Management Private Institutional Capital Adviser (Canada) L.P., its managing member
   
 
By: Brookfield Private Funds Holdings Inc., its general partner
     
 
By:
/s/ Karen Ayre                                                    
   
Name: Karen Ayre
   
Title: Vice President
     
 
By:
 /s/ David Stalter                                             
   
Name: David Stalter
   
Title: Vice President
     
 Dated: September 10, 2012
BROOKFIELD RETAIL HOLDINGS IV-C LLC
   
 
By: Brookfield Asset Management Private Institutional Capital Adviser (Canada) L.P., its managing member
   
 
By: Brookfield Private Funds Holdings Inc., its general partner
     
 
By:
/s/ Karen Ayre                                                    
   
Name: Karen Ayre
   
Title: Vice President
     
 
By:
 /s/ David Stalter                                             
   
Name: David Stalter
   
Title: Vice President
     
     
 
 
 
 
 
 
 
 
Dated: September 10, 2012
BROOKFIELD RETAIL HOLDINGS IV-D LLC
   
 
By: Brookfield Asset Management Private Institutional Capital Adviser (Canada) L.P., its managing member
   
 
By: Brookfield Private Funds Holdings Inc., its general partner
     
 
By:
/s/ Karen Ayre                                                    
   
Name: Karen Ayre
   
Title: Vice President
     
 
By:
 /s/ David Stalter                                             
   
Name: David Stalter
   
Title: Vice President
     
     
Dated: September 10, 2012
BROOKFIELD RETAIL HOLDINGS V LP
   
 
By: Brookfield Asset Management Private Institutional Capital Adviser (Canada) L.P., its general partner
   
 
By: Brookfield Private Funds Holdings Inc., its general partner
     
 
By:
/s/ Karen Ayre                                                   
   
Name: Karen Ayre
   
Title: Vice President
     
 
By:
 /s/ David Stalter                                             
   
Name: David Stalter
   
Title: Vice President
     
     
 
Dated: September 10, 2012
Dated: September 10, 2012
BROOKFIELD RETAIL SPLIT II LLC
pli
  
 
By: Brookfield REP GP Inc., its managing member
   
     
 
By:
/s/ Karen Ayre                                                    
   
Name: Karen Ayre
   
Title: Vice President
     
 
 
 
 
 
 
 
 
Dated: September 10, 2012
BROOKFIELD RETAIL HOLDINGS VI LLC
   
 
By: Brookfield Asset Management Private Institutional Capital Adviser (Canada) L.P., its general partner
   
 
By: Brookfield Private Funds Holdings Inc., its general partner
     
 
By:
/s/ Karen Ayre                                                    
   
Name: Karen Ayre
   
Title: Vice President
     
 
By:
 /s/ David Stalter                                             
   
Name: David Stalter
   
Title: Vice President
EX-19 2 b83344114b.htm PRESS RELEASE b83344114b.htm
 
 
September 10, 2012
 


To:           The Shareholders of General Growth Properties Inc. (“GGP” or the “Company”)
 c/o The Board of Directors

Recently, Pershing Square published letters to the board of directors of GGP seeking, among other things, a sale of the Company and making a number of comments related to Brookfield’s interest in GGP. As such, we thought it appropriate to clarify for our fellow shareholders our philosophy regarding our investment in GGP.

Sale of GGP:

We agree with the position unanimously taken by GGP’s board to have GGP continue to execute on its business plan.  GGP is the second largest owner of regional malls in the United States. It owns 134 major retail centers, 70 of those by industry standards are among the very best in the country. These are incredibly well located assets supported by a highly desirable customer base, which each day become more valuable.

GGP is currently performing extremely well and we believe GGP is positioned for superior growth over the next five years versus any comparable retail mall investment. This is largely due to the Company's new management team, but also the impact of its exceptional leasing progress, increasing occupancy and higher rents. In addition, the management team has identified a significant number of high return redevelopment opportunities which should further enhance value.

GGP started its recovery less than two years ago and the Company is only beginning to turn around. The strategy that GGP is now following holds the promise of enormous upside potential over the next three to five years. Any exchange of shares could dilute the impact of the embedded growth in GGP’s earnings and cash flows.

Our Approach to Investing:

It has been speculated by others that our approach is dictated by the receipt of annual fees we charge for managing third party assets under management. This is simply not correct. Our approach is based on our strategic view that we should focus (and make any sale decision) not just on an investment’s short-term internal rate of return, but also on maximizing the total returns we achieve from the investments we make, which may result in a longer term hold.

In essence, we subscribe to the Berkshire Hathaway view of investing:  if a business is a quality business that has an irreplaceable franchise, then one should continue to hold the investment, as compounding


 
1
 
 
at significant rates of return on your capital over a long time can make shareholders very wealthy. GGP is clearly one of these great American franchises and will be able to continue generating returns for a long time as the U.S. generates greater wealth and the population grows around these unique assets.  The only caveat to this point of view is that it assumes that the Company does not squander its resources by undertaking value destroying investments. In this regard, we have tremendous confidence in and support the board of directors and management of GGP.

A sale of GGP at this stage of its recovery would be contrary to the compound return theory of investing and instead subscribe to the theory that generating short-term premiums on assets and moving to the next investment is better. And, while some investors have had tremendous success with this strategy, it simply is not ours. This is largely because once the short-term premium is received, then an investor must find an equivalent asset to invest in. We have found that comparable type franchises of similar scale are not that easy to find, and hence the premium received in the short term does not compensate for the disruption of compounding returns over the longer term.

This does not mean we should never sell.  What it does mean is that as the underlying company grows in value, the corresponding premium which shareholders receive when they do sell also grows and is available to be captured at the time shareholders decide to sell the company.  In the case of GGP, where the embedded growth is not yet reflected in the share price, the premium which could be realized at a future date will, in all likelihood, be far more significant than what would be achieved in a sale today.

The common shares of our company, Brookfield Asset Management, are illustrative. Over the past 20 years, our compound annual return for common shareholders has been 18%. For those who were fortunate enough to own shares over that 20 year period, their capital has multiplied by 27 times. This multiplier far outweighs any premium that could have been received on the sale of the company at any juncture along the way, in particular when taxes are taken into account. As an illustration of this, $100,000 invested in Brookfield shares 20 years ago would be worth approximately $2.7 million today. You can see the effect of long-term compounding which far outweighs any 30% premium (i.e. an extra payment of $30,000 on an $100,000 investment for example), which may have seemed large at the time, but seldom so in hindsight.  That same $30,000 or 30% premium would be approximately $800,000 today.

Governance Arrangements:

During GGP's restructuring, Brookfield agreed to become the cornerstone investor of GGP, which accorded Brookfield the right to own up to 45% of GGP. This and other terms were approved by the board of directors of GGP, Pershing Square, the US bankruptcy court, and other stakeholders. Furthermore, Brookfield was also granted the right to maintain our ownership should GGP raise capital by selling additional equity. Subject to securities laws, there are no restrictions on when, or how, Brookfield can increase its ownership to 45%. We have honored and will continue to honor this
 
 
 
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agreement and we believe increasing our interest in GGP as we have done in the past 18 months is a tangible demonstration of our confidence in the Company’s future success.

Lastly, and as a main tenet of the major investment we made to ensure GGP was successfully restructured, we have the right to vote all of our shares in any shareholder vote should one ever be presented to shareholders.

The Future:

In summary, we believe a sale of GGP at this point would substantially undervalue GGP’s future potential. With GGP’s exceptional high quality property portfolio, positive outlook for NOI growth and vast redevelopment opportunities, we believe that the best way to maximize value for all GGP shareholders is to provide the Company with the opportunity to realize its full potential without disruption, and should we be required to, we intend to vote our shares accordingly.


Yours truly,
 
/s/ J. Bruce Flatt
 
J. Bruce Flatt
Chief Executive Officer
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
3
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