-----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, CF345jT/UZoXMkCbDd4pSTgmf/buKQn8J6peYafS6cfXgdZqUrG7D3I/W5rnBl41 hu/l0Y3quTYbhmG2txgd3g== 0001144204-11-004500.txt : 20110127 0001144204-11-004500.hdr.sgml : 20110127 20110127215858 ACCESSION NUMBER: 0001144204-11-004500 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20110125 FILED AS OF DATE: 20110127 DATE AS OF CHANGE: 20110127 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 Corp CENTRAL INDEX KEY: 0001504721 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34948 FILM NUMBER: 11553599 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 US Holdings Inc. CENTRAL INDEX KEY: 0001504722 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34948 FILM NUMBER: 11553600 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: Brascan Asset Management Holdings Ltd CENTRAL INDEX KEY: 0001511182 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34948 FILM NUMBER: 11553601 BUSINESS ADDRESS: STREET 1: 181 BAY STREET STREET 2: P.O. BOX 762 CITY: TORONTO STATE: A6 ZIP: M5J2T3 BUSINESS PHONE: 416 956 5182 MAIL ADDRESS: STREET 1: 181 BAY STREET STREET 2: P.O. BOX 762 CITY: TORONTO STATE: A6 ZIP: M5J2T3 4 1 v209186_ex.xml X0303 4 2011-01-25 0 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*** 0001511182 Brascan Asset Management Holdings Ltd 181 BAY STREET, P.O. BOX 762 TORONTO, ONTARIO A6 M5J2T3 ONTARIO, CANADA 1 0 1 1 Director by deputization*** 0001504721 Brookfield US Corp 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 2011-01-25 4 P 0 73927484 15.1 A 73927484 I See Footnote Common Stock, Par Value $0.01 per share 2011-01-25 4 J 0 113331456 15.1 A 113331456 I See Footnote Common Stock, Par Value $0.01 per share 75156748 I See Footnote Common Stock, Par Value $0.01 per share 51572627 I See Footnote Common Stock, Par Value $0.01 per share 59156823 I See Footnote Common Stock, Par Value $0.01 per share 6839615 I See Footnote Common Stock, Par Value $0.01 per share 13651544 I See Footnote Common Stock, Par Value $0.01 per share 4573591 I See Footnote Common Stock, Par Value $0.01 per share 4573591 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. *** 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 each of BAM, Trilon Bancorp Inc., a corporation formed under the laws of the Province of Ontario, Brookfield Private Funds Holdings Inc., a corporation formed under the laws of the Province of Ontario, Brookfield Asset Management Private Institutional Capital Adviser (Canada) LP, a limited partnership formed under the laws of the Province of Manitoba, Brascan Asset Management Holdings Limited, a Canadian private entity formed under the Canada Business Corporation Act and a wholly-owned subsidiary of BAM ("Brascan"), Brookfield US Holdings Inc., a corporation formed under the laws of the Province of Ontario and indirect wholly-owned subsidiary of BAM ("BUSH"), Brookfield US Corporation, a Delaware corporation and indirect wholly-owned subsidiary of BAM ("BUSC"), Brookfield REP GP Inc., a Delaware corporation ("BRGP"), Brookfield Retail Split LP, a Delaware limited partnership ("BRS") and Brookfield Retail Holdings LLC (formerly REP Investments LLC), a Delaware limited liability company ("BRH"). Each of BUSH, Brascan, and BUSC 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' Signature By Aleks Novakovic, Vice President of Brascan Asset Management Limited, /s/ Aleks Novakovic 2011-01-27 EX-99.1 2 v209186_ex99-1.htm Unassociated Document
Exhibit 99.1
 
Explanation of Responses:
 
(1) Shares of Common Stock acquired by BUSC in the acquisition of Common Stock by certain indirect wholy-owned subsidiaries by BAM (the “Acquisition”) for consideration of $15.10 per share of Common Stock, paid in shares of Class A Limited Voting Shares of BAM.
 
(2) Common Stock held directly by BUSC.  Each of (i) BUSH, the sole shareholder of BUSC, and (ii) Brascan, as the sole shareholder of BUSH, may be deemed to have an indirect pecuniary interest in an indeterminate portion of the shares of Common Stock directly beneficially owned by BUSC.  In accordance with Instruction 4(b)(iv), the entire amount of the Common Stock held by BUSC is reported herein.  Each of BUSH and Brascan disclaim beneficial ownership of all shares of Common Stock that are beneficially owned by BUSC, except to the extent of any indirect pecuniary interest therein.  In the internal restructuring described in note (4), these shares of Common Stock were contributed by BUSC to Brookfield Retail Split II LLC, a Delaware limited liability company and indirect wholly-owned subsidiary of BAM (“BR Split II”).
 
(3) In an internal restructuring on January 25, 2011, the date of the Acquisition, among indirect wholly-owned subsidiaries of BAM, the shares of Common Stock acquired by BUSC in the Acquisition, together with the 39,403,972 shares of Common Stock acquired by Brookfield (US) Investments Ltd., a Bermuda company and an indirect wholly-owned subsidiary of BAM, in the acquisition, were contributed to BR Split II at the purchase price per share of Common Stock paid in the Acquisition, in exchange for limited liability company interests in BR Split II.  BRGP, a wholly-owned subsidiary of BUSC and an indirect wholly-owned subsidiary of BAM, is the manager of BR Split II. Following the internal restructuring, BR Split II directly held 113,331,456 shares of Common Stock. BR Split II subsequently contributed the shares of Common Stock to Brookfield Retail Holdings VI LLC, a Delaware limited liability company, wholly-owned subsidiary of BR Split II and indirect wholly-owned subsidiary of BAM (“BRH VI”)
 
(4) Common Stock held directly by BRH VI following the contribution of such shares of Common Stock by BR Split II to BRH VI.  Each of (i) BUSC, as a member of BR Split II, and shareholder of BRGP, the manager of BR Split II, (ii) BUSH, the sole shareholder of BUSC, and (iii) Brascan, as the sole shareholder of BUSH, may be deemed to have an indirect pecuniary interest in an indeterminate portion of the shares of Common Stock directly beneficially owned by BRH VI.  In accordance with Instruction 4(b)(iv), the entire amount of the Common Stock held by BRH VI is reported herein.  Each Reporting Person disclaims beneficial ownership of all shares of Common Stock that are beneficially owned by BRH VI, except to the extent of any indirect pecuniary interest therein.
 
(5) Common Stock held directly by BRH.
 
(6) Common Stock held directly by Brookfield Retail Holdings II LLC, a Delaware limited liability company (“BRH II”).
 
(7) Common Stock held directly by Brookfield Retail Holdings III LLC, a Delaware limited liability company (“BRH III”).
 
(8) Common Stock held directly by Brookfield Retail Holdings IV-A LLC, a Delaware limited liability company (“BRH IV-A”).
 
(9) Common Stock beneficially owned by Brookfield Retail Holdings IV-B LLC, a Delaware limited liability company (“BRH IV-B”) and held in title by US Retail Holdings LLC (“BUSRH”).
 
(10) Common Stock beneficially owned by Brookfield Retail Holdings IV-C LLC, a Delaware limited liability company (“BRH IV-C”) and held in title by BUSRH.
 
(11) Common Stock held directly by Brookfield Retail Holdings IV-D LLC, a Delaware limited liability company (“BRH IV-D” and, together with BRH, BRH II, BRH III, BRH IV-A, BRH IV-B and BRH IV-C, the “Investment Vehicles”).
 
(12) Each of (i) BUSC, as an indirect shareholder in BRS and the sole shareholder of BRGP, the general partner of BRS, (ii) BUSH, as the sole shareholder of BUSC, and (iii) Brascan, as the sole shareholder of BUSH, may be deemed to have an indirect pecuniary interest in an indeterminate portion of the shares of Common Stock that are directly beneficially owned by each Investment Vehicle. In accordance with Instruction 4(b)(iv), the entire amount of the Common Stock held by the Investment Vehicles is reported herein.  Each Reporting Person disclaims beneficial ownership of all shares of Common Stock that are beneficially owned by the Investment Vehicles, except to the extent of any indirect pecuniary interest therein.
 

 
EX-99.2 3 v209186_ex99-2.htm Unassociated Document
Exhibit 99.2 - Joint Filer Information

Joint Filers:

Name: 
Brookfield US Corporation
Address: 
Three World Financial Center, 200 Vesey Street, New York, New York 10281

Name: 
Brascan Asset Management Holdings Limited
Address: 
181 Bay Street, P.O. Box 762, Toronto, Ontario M5J 2T3
 
 
 

 
 
EX-99.3 4 v209186_ex99-3.htm Unassociated Document
Exhibit 99.3 - Joint Filers’ Signatures
 
Brookfield US Corporation
 
 
By: /s/ Karen Ayre
Date:     January 27 , 2011
Name: Karen Ayre
 
Title: Vice President
 

 

Brascan Asset Management Holdings Ltd.
 
 
By: /s/ Aleks Novakovic
Date:     January 27 , 2011
Name: Aleks Novakovic
 
Title: Vice President
 
 

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