-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PslKVTm1QzomkS52fA/EVbwrZVm5QUGtxBT//RtLPQoLIC3aXbanKIFz7U3Br6oB 2Lin8tBe5M7LVnEZmaz0HQ== 0001144204-10-059973.txt : 20101112 0001144204-10-059973.hdr.sgml : 20101111 20101112184931 ACCESSION NUMBER: 0001144204-10-059973 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20101109 FILED AS OF DATE: 20101112 DATE AS OF CHANGE: 20101112 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 Retail Holdings LLC CENTRAL INDEX KEY: 0001504459 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34948 FILM NUMBER: 101188513 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 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: 001-34948 FILM NUMBER: 101188511 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 Trilon Bancorp Inc. CENTRAL INDEX KEY: 0001504720 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34948 FILM NUMBER: 101188512 BUSINESS ADDRESS: STREET 1: 181 BAY STREET STREET 2: P.O. BOX 762 CITY: TORONTO STATE: A6 ZIP: M5J2T3 BUSINESS PHONE: 416 956-5812 MAIL ADDRESS: STREET 1: 181 BAY STREET STREET 2: P.O. BOX 762 CITY: TORONTO STATE: A6 ZIP: M5J2T3 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: 001-34948 FILM NUMBER: 101188510 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 v201897_ex.xml X0303 4 2010-11-09 0 0001496048 General Growth Properties, Inc. GGP 0001504459 Brookfield Retail Holdings LLC THREE WORLD FINANCIAL CENTER, 200 VESEY STREET NEW YORK NY 10281 1 0 1 1 Director by deputization *** 0001504720 Brookfield Trilon Bancorp Inc. 181 BAY STREET P.O. BOX 762 TORONTO M5J2T3 1 0 1 1 Director by deputization *** 0001504716 Brookfield Asset Management Private Institutional Capital Adviser (Canada) LP THREE WORLD FINANCIAL CENTER, 200 VESEY STREET NEW YORK NY 10281 1 0 1 1 Director by deputization *** 0001504723 Brookfield Private Funds Holdings Inc. THREE WORLD FINANCIAL CENTER, 200 VESEY STREET NEW YORK NY 10281 1 0 1 1 Director by deputization *** Common Stock, Par Value $0.01 per share 2010-11-09 4 A 0 75156748 10 A 75156748 D Warrant to acquire Common Stock 10.75 2010-11-09 4 A 0 18714651 A 2010-11-09 2017-11-09 Common Stock 18714651 18714651 D See Exhibit 99.1; Note 1. See Exhibit 99.1; Note 2. *** Cyrus Madon, a Senior Managing Partner of Brookfield Asset Management Inc., a corporation formed under the laws of the Province of Ontario ("BAM"), was appointed to the board of directors of the Issuer as a representative of each of BAM, Trilon Bancorp Inc., a corporation formed under the laws of the Province of Ontario ("Trilon"), Brookfield Private Funds Holdings Inc., a corporation formed under the laws of the Province of Ontario ("BPFH"), Brookfield Asset Management Private Institutional Capital Adviser (Canada) LP, a limited partnership formed under the laws of the Province of Manitoba ("BPIC"), Brookfield US Holdings Inc., a corporation formed under the laws of the Province of Ontario, Brookfield US Corporation, a Delaware corporation, Brookfield REP GP Inc., a Delaware corporation, Brookfield Retail Split LP, a Delaware limited partnership, and Brookfield Retail Holdings LLC (formerly REP Investments LLC), a Delaware limited liability company ("BRH"). Each of Trilon, BPFH, BPIC and BRH (each, a "Reporting Person") is a "director by designation" solely for purposes of Section 16 of the Securities Exchange Act of 1934. Exhibit List: Exhibit 99.1 - Explanation of Responses Exhibit 99.2 - Joint Filer Information Exhibit 99.3 - Joint Filers' Signatures /s/ Joe Freedman, Senior Managing Partner and Counsel of Brookfield Asset Management Inc. 2010-11-12 EX-99.1 2 v201897_ex99-1.htm Unassociated Document
Designated Filer:
Brookfield Retail Holdings LLC
Issuer & Ticker Symbol:
General Growth Properties, Inc.  (GGP)
Date of Event Requiring Statement:
November 9, 2010
 
Exhibit 99.1
 
Explanation of Responses:
 
(1)    BPH directly acquired shares of Common Stock and Warrants.  Each of (i) BPIC, as the sole managing member of BRH and the holder of Class C interests in BRH, (ii) BPFH, as the sole general partner of BPIC, and (iii) Trilon, 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.  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.

(2)    Each Warrant entitles 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.  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).
 
 
 EX-99.2 3 v201897_ex99-2.htm Unassociated Document
Designated Filer:
Brookfield Retail Holdings LLC
Issuer & Ticker Symbol:
General Growth Properties, Inc.  (GGP)
Date of Event Requiring Statement:
November 9, 2010
 
Exhibit 99.2 - Joint Filer Information
 
Joint Filers:

1. Name:
Trilon Bancorp Inc.
Address:
181 Bay Street, P.O. Box 762
 
Toronto, Canada M5J 2T3
   
2. Name:
Brookfield Asset Management Private Institutional Capital Adviser (Canada) LP
Address:
Three World Financial Center
 
200 Vesey Street, New York, New York 10281
   
3. Name:
Brookfield Private Funds Holdings Inc.
Address:
Three World Financial Center
 
200 Vesey Street, New York, New York 10281
 
 EX-99.3 4 v201897_ex99-3.htm Unassociated Document
Designated Filer:
Brookfield Retail Holdings LLC
Issuer & Ticker Symbol:
General Growth Properties, Inc.  (GGP)
Date of Event Requiring Statement:
November 9, 2010
 
Exhibit 99.3 - Joint Filers’ Signatures
 
Trilon Bancorp Inc.
 
By:  /s/ Aleks Novakovic                           
 
Date:  November 12, 2010
     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 12, 2010
     Name:  Karen Ayre
    
     Title:  Vice President
    


Brookfield Private Funds Holdings Inc.
 
By: /s/ Karen Ayre                                       
 
Date:  November 12, 2010
     Name:  Karen Ayre
    
     Title:  Vice President
    
     
By: /s/ Moshe Mandelbaum                       
   
     Name:  Moshe Mandelbaum
    
     Title:  Vice President
    
 
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