0001144204-13-022304.txt : 20130416 0001144204-13-022304.hdr.sgml : 20130416 20130416173346 ACCESSION NUMBER: 0001144204-13-022304 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20130412 FILED AS OF DATE: 20130416 DATE AS OF CHANGE: 20130416 ISSUER: 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 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 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: 001-34948 FILM NUMBER: 13764945 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 v341244_4.xml OWNERSHIP DOCUMENT X0306 4 2013-04-12 1 0001496048 General Growth Properties, Inc. GGP 0001504722 Brookfield US Holdings Inc. THREE WORLD FINANCIAL CENTER 200 VESEY STREET, 11TH FLOOR NEW YORK NY 10281 1 0 1 1 Director by deputization *** Common Stock, Par Value $0.01 per share 2013-04-12 4 J 0 115976714 20.05 A 115976714 I See footnote Common Stock, Par Value $0.01 per share 2013-04-12 4 J 0 36880595 20.05 D 79096119 I See footnote Common Stock, Par Value $0.01 per share 2013-04-12 4 J 0 36880595 20.05 A 36880595 D Common Stock, Par Value $0.01 per share 2013-04-12 4 J 0 79094965 20.05 A 79094965 I See footnote Common Stock, Par Value $0.01 per share 2013-04-12 4 J 0 53879801 20.05 A 53879801 I See footnote Common Stock, Par Value $0.01 per share 2013-04-12 4 J 0 61803287 20.05 A 61803287 I See footnote Common Stock, Par Value $0.01 per share 2013-04-12 4 J 0 7108442 20.05 A 7108442 I See footnote Common Stock, Par Value $0.01 per share 2013-04-12 4 J 0 14195099 20.05 A 14195099 I See footnote Common Stock, Par Value $0.01 per share 2013-04-12 4 J 0 4755658 20.05 A 4755658 I See footnote Common Stock, Par Value $0.01 per share 2013-04-12 4 J 0 4777095 20.05 A 4777095 I See footnote Common Stock, Par Value $0.01 per share 2013-04-12 4 J 0 61444210 20.05 D 61444210 I See footnote Common Stock, Par Value $0.01 per share 2013-04-12 4 J 0 8670667 20.05 D 8670667 I See footnote Common Stock, Par Value $0.01 per share 2013-04-12 4 J 0 8670667 20.05 D 8670667 I See footnote Common Stock, Par Value $0.01 per share 2013-04-12 4 J 0 37191170 20.05 D 37191170 I See footnote Common Stock, Par Value $0.01 per share 2013-04-12 4 J 0 79094965 20.05 D 79094965 I See footnote Common Stock, Par Value $0.01 per share 2013-04-12 4 J 0 53879801 20.05 D 53879801 I See footnote Common Stock, Par Value $0.01 per share 2013-04-12 4 J 0 61803287 20.05 D 61803287 I See footnote Common Stock, Par Value $0.01 per share 2013-04-12 4 J 0 7108442 20.05 D 7108442 I See footnote Common Stock, Par Value $0.01 per share 2013-04-12 4 J 0 14195099 20.05 D 14195099 I See footnote Common Stock, Par Value $0.01 per share 2013-04-12 4 J 0 4755658 20.05 D 4755658 I See footnote Common Stock, Par Value $0.01 per share 2013-04-12 4 J 0 4777095 20.05 D 4777095 I See footnote Warrants to acquire Common Stock 2013-04-12 4 J 0 18432857 12.02 A 2010-11-09 2017-11-09 Common Stock 18432857 18432857 I See footnote Warrants to acquire Common Stock 2013-04-12 4 J 0 14408735 12.02 A 2010-11-09 2017-11-09 Common Stock 14408735 14408735 I See footnote Warrants to acquire Common Stock 2013-04-12 4 J 0 16527664 12.02 A 2010-11-09 2017-11-09 Common Stock 16527664 16527664 I See footnote Warrants to acquire Common Stock 2013-04-12 4 J 0 1910902 12.02 A 2010-11-09 2017-11-09 Common Stock 1910902 1910902 I See footnote Warrants to acquire Common Stock 2013-04-12 4 J 0 3814096 12.02 A 2010-11-09 2017-11-09 Common Stock 3814096 3814096 I See footnote Warrants to acquire Common Stock 2013-04-12 4 J 0 1277803 12.02 A 2010-11-09 2017-11-09 Common Stock 1277803 1277803 I See footnote Warrants to acquire Common Stock 2013-04-12 4 J 0 1277803 12.02 A 2010-11-09 2017-11-09 Common Stock 1277803 1277803 I See footnote Warrants to acquire Common Stock 2013-04-12 4 J 0 20997838 12.02 A 2010-11-09 2017-11-09 Common Stock 20997838 20997838 I See footnote Warrants to acquire Common Stock 2013-04-12 4 J 0 14408735 12.02 D 2010-11-09 2017-11-09 Common Stock 14408735 14408735 I See footnote Warrants to acquire Common Stock 2013-04-12 4 J 0 16527664 12.02 D 2010-11-09 2017-11-09 Common Stock 16527664 16527664 I See footnote Warrants to acquire Common Stock 2013-04-12 4 J 0 1910902 12.02 D 2010-11-09 2017-11-09 Common Stock 1910902 1910902 I See footnote Warrants to acquire Common Stock 2013-04-12 4 J 0 3814096 12.02 D 2010-11-09 2017-11-09 Common Stock 3814096 3814096 I See footnote Warrants to acquire Common Stock 2013-04-12 4 J 0 1277803 12.02 D 2010-11-09 2017-11-09 Common Stock 1277803 1277803 I See footnote Warrants to acquire Common Stock 2013-04-12 4 J 0 1277803 12.02 D 2010-11-09 2017-11-09 Common Stock 1277803 1277803 I See footnote Warrants to acquire Common Stock 2013-04-12 4 J 0 20997838 12.02 D 2010-11-09 2017-11-09 Common Stock 20997838 20997838 I See footnote Warrants to acquire Common Stock 2013-04-12 4 J 0 18432857 12.02 D 2010-11-09 2017-11-09 Common Stock 18432857 18432857 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. See Exhibit 99.1; Note 12. See Exhibit 99.1; Note 13. See Exhibit 99.1; Note 14. See Exhibit 99.1; Note 15. See Exhibit 99.1; Note 16. See Exhibit 99.1; Note 17. See Exhibit 99.1; Note 18. See Exhibit 99.1; Note 19. See Exhibit 99.1; Note 20. *** Cyrus Madon, a Senior Managing Partner of Brookfield Asset Management Inc., a corporation formed under the laws of the Province of Ontario ("BAM"), serves on the board of directors of the Issuer as a representative of BAM and certain of its affiliates, including the Reporting Person. The Reporting Person is a "director by deputization" solely for purposes of Section 16 of the Securities Exchange Act of 1934. Exhibit List: Exhibit 99.1 - Explanation of Responses By Aleks Novakovic, Vice President of Brookfield US Holdings Inc. /s/ Aleks Novakovic 2013-04-16 EX-99.1 2 v341244_ex99-1.htm EXHIBIT 99.1

Exhibit 99.1

Explanation of Responses:

(1) The Reporting Person, pursuant to the acquisition by its subsidiary, Brookfield International Limited (“BIL”), of equity interests in Brookfield Retail Split II LLC, Delaware limited liability company (“Split II”), acquired an additional indeterminate portion of the pecuniary interest in such shares of Common Stock. Common Stock is held directly by Brookfield Retail Holdings VI LLC, a Delaware limited liability company (“BRH VI”). In accordance with Instruction 4(b)(iv), the entire amount of the Common Stock directly held by BRH VI is reported herein.

(2) Pursuant to the sale of shares of Common Stock by BIL to Brookfield Holdings Canada Inc. (“BHCI”), its parent company, the Reporting Person no longer has a pecuniary interest in such shares of Common Stock.

(3) The Reporting Person acquired direct ownership of shares of Common Stock from BHCI, its parent company.

(4) The Reporting Person, pursuant to the acquisition of interests in Brookfield Retail Holdings Offshore B LLC, a Delaware limited liability company (“Offshore 2”) and Brookfield Retail Holdings Warrants LLC, a Delaware limited liability company (“BRH Warrants”) by the Reporting Person, acquired an additional indeterminate portion of the pecuniary interest in such shares of Common Stock and Warrants.

(5) Common Stock held directly by Brookfield Retail Holdings VII LLC, a Delaware limited liability company (“New BRH”). Offshore 2 and BPY Retail I LLC, a Delaware limited liability company (“BPY I”), are members of New BRH. In accordance with Instruction 4(b)(iv), the entire amount of the Common Stock directly held by New BRH is reported herein.

(6) Common Stock and Warrants held directly by Brookfield Retail Holdings II LLC, a Delaware limited liability company (“BRH II”). Offshore 2 and BPY I are members of BRH II. In accordance with Instruction 4(b)(iv), the entire amount of the Common Stock and Warrants directly held by BRH II is reported herein.

(7) Common Stock and Warrants held directly by Brookfield Retail Holdings III LLC, a Delaware limited liability company (“BRH III”). Offshore 2 and BPY I are members of BRH III. In accordance with Instruction 4(b)(iv), the entire amount of the Common Stock and Warrants directly held by BRH III is reported herein.

(8) Common Stock and Warrants held directly by Brookfield Retail Holdings IV-A LLC, a Delaware limited liability company (“BRH IV-A”). Offshore 2 and BPY I are members of BRH IV-A. In accordance with Instruction 4(b)(iv), the entire amount of the Common Stock and Warrants directly held by BRH IV-A is reported herein.

(9) 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. Offshore 2 and BPY I are members of BRH IV-B. In accordance with Instruction 4(b)(iv), the entire amount of the Common Stock and Warrants directly held by BRH IV-B is reported herein.

(10) Common Stock and Warrants held directly by Brookfield Retail Holdings IV-C Sub LLC, a Delaware limited liability company (“BRH IV-C”). Offshore 2 and BPY I are members of BRH IV-C. In accordance with Instruction 4(b)(iv), the entire amount of the Common Stock and Warrants directly held by BRH IV-C is reported herein.

(11) Common Stock and Warrants held directly by Brookfield Retail Holdings IV-D LLC, a Delaware limited liability company (“BRH IV-D” and, together with BRH Warrants, New BRH, BRH II, BRH III, BRH IV-A, BRH IV-B and BRH IV-C, the “Investment Vehicles”). Offshore 2 and BPY I are members of BRH IV-D. In accordance with Instruction 4(b)(iv), the entire amount of the Common Stock and Warrants directly held by BRH IV-D is reported herein.

(12) Warrants held directly by BRH Warrants. In accordance with Instruction 4(b)(iv), the aggregate number of Warrants directly held by BRH Warrants is reported herein.

(13) Pursuant to a disposition of interests in Brookfield BPY Retail Holdings II LLC, a Delaware limited liability company (“US GGP Subco”), Brookfield BPY Retail Holdings III LLC, a Delaware limited liability company (“US GGP Subco 2”) and Brookfield BPY Retail Holdings I LLC, a Delaware limited liability company (“US GGP Holdco”), indirectly held by the Reporting Person, an indeterminate portion of the Reporting Person’s pecuniary in such shares of Common Stock and Warrants was disposed of. The Reporting Person maintains a pecuniary interest in an indeterminate portion of such shares of Common Stock and Warrants.

(14) Common Stock is held directly by BPY Retail IV LLC, a Delaware limited liability company (“BPY LLC 4”), of which US GGP Subco 2 is a member. In accordance with Instruction 4(b)(iv), the entire amount of the Common Stock directly held by BPY LLC 4 is reported herein.

(15) Common Stock is held directly by BPY Retail V LLC, a Delaware limited liability company (“BPY LLC 5”), of which US GGP Subco 2 is a member. In accordance with Instruction 4(b)(iv), the entire amount of the Common Stock directly held by BPY LLC 5 is reported herein.

(16) Common Stock is held directly by BPY Retail II LLC, a Delaware limited liability company (“BPY LLC 2”), of which US GGP Holdco is a member. In accordance with Instruction 4(b)(iv), the entire amount of the Common Stock directly held by BPY LLC 2 is reported herein.

(17) Common Stock is held directly by US GGP Holdco. In accordance with Instruction 4(b)(iv), the entire amount of the Common Stock directly held by US GGP Holdco is reported herein.

(18) The Reporting Person, pursuant to the acquisition by BPY II L.P., a subsidiary of the Reporting Person, of equity interests in BW Purchaser, LLC (“BW Purchaser”), acquired an indeterminate portion of the pecuniary interest in such Warrants. Warrants held directly by BW Purchaser. In accordance with Instruction 4(b)(iv), the entire amount of the Warrants directly held by BW Purchaser is reported herein. Each Warrant entitled the holder to purchase one share of Common Stock at an initial exercise price of $10.50 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.

(19) The 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.

(20) Each Warrant entitled the holder to purchase one share of Common Stock at an initial exercise price of $10.75 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.