0001144204-17-052133.txt : 20171011 0001144204-17-052133.hdr.sgml : 20171011 20171011205425 ACCESSION NUMBER: 0001144204-17-052133 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20171006 FILED AS OF DATE: 20171011 DATE AS OF CHANGE: 20171011 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Brookfield Office Properties Inc CENTRAL INDEX KEY: 0001085359 STANDARD INDUSTRIAL CLASSIFICATION: OPERATORS OF NONRESIDENTIAL BUILDINGS [6512] FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34948 FILM NUMBER: 171133628 BUSINESS ADDRESS: STREET 1: BCE PLACE STREET 2: 181 BAY STREET, SUITE 330 CITY: TORONTO STATE: A6 ZIP: M5J 2T3 BUSINESS PHONE: 416-369-2300 MAIL ADDRESS: STREET 1: BCE PLACE STREET 2: 181 BAY STREET, SUITE 330 CITY: TORONTO STATE: A6 ZIP: M5J 2T3 FORMER NAME: FORMER CONFORMED NAME: BROOKFIELD PROPERTIES CORP DATE OF NAME CHANGE: 19990428 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Brookfield Property Split Corp. CENTRAL INDEX KEY: 0001597429 STATE OF INCORPORATION: A1 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34948 FILM NUMBER: 171133629 BUSINESS ADDRESS: STREET 1: 1500 ROYAL CENTRE STREET 2: 1055 WEST GEORGIA STREET CITY: VANCOUVER STATE: A1 ZIP: V6E 4N7 BUSINESS PHONE: 1-604-893-2329 MAIL ADDRESS: STREET 1: 1500 ROYAL CENTRE STREET 2: 1055 WEST GEORGIA STREET CITY: VANCOUVER STATE: A1 ZIP: V6E 4N7 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CanHoldco 1 ULC CENTRAL INDEX KEY: 0001574298 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34948 FILM NUMBER: 171133630 BUSINESS ADDRESS: STREET 1: 181 BAY STREET STREET 2: BROOKFIELD PLACE SUITE 300 CITY: TORONTO STATE: Z4 ZIP: M5J2T3 BUSINESS PHONE: 212 415 7514 MAIL ADDRESS: STREET 1: 181 BAY STREET STREET 2: BROOKFIELD PLACE SUITE 300 CITY: TORONTO STATE: Z4 ZIP: M5J2T3 FORMER NAME: FORMER CONFORMED NAME: BPY Canada Subholdings 1 ULC DATE OF NAME CHANGE: 20160714 FORMER NAME: FORMER CONFORMED NAME: CanHoldco 1 ULC DATE OF NAME CHANGE: 20130412 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BPG Holdings Group (US) Holdings Inc. CENTRAL INDEX KEY: 0001682236 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34948 FILM NUMBER: 171133627 BUSINESS ADDRESS: STREET 1: 181 BAY STREET, SUITE 300 CITY: TORONTO STATE: A6 ZIP: M5J 2T3 BUSINESS PHONE: 416 369 2300 MAIL ADDRESS: STREET 1: 181 BAY STREET, SUITE 300 CITY: TORONTO STATE: A6 ZIP: M5J 2T3 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BPG Holdings Group Inc. CENTRAL INDEX KEY: 0001682251 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34948 FILM NUMBER: 171133632 BUSINESS ADDRESS: STREET 1: 181 BAY STREET, SUITE 300 CITY: TORONTO STATE: A6 ZIP: M5J 2T3 BUSINESS PHONE: 416 369 2300 MAIL ADDRESS: STREET 1: 181 BAY STREET, SUITE 300 CITY: TORONTO STATE: A6 ZIP: M5J 2T3 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Brookfield BPY Holdings (US) Inc. CENTRAL INDEX KEY: 0001560314 STATE OF INCORPORATION: D0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34948 FILM NUMBER: 171133631 BUSINESS ADDRESS: STREET 1: SUITE 181, BAY STREET STREET 2: BROOKFIELD PLACE CITY: TORONTO STATE: A6 ZIP: M5J2T3 BUSINESS PHONE: 212 417 7514 MAIL ADDRESS: STREET 1: SUITE 181, BAY STREET STREET 2: BROOKFIELD PLACE CITY: TORONTO STATE: A6 ZIP: M5J2T3 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Brookfield Property LP CENTRAL INDEX KEY: 0001560317 STATE OF INCORPORATION: D0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34948 FILM NUMBER: 171133624 BUSINESS ADDRESS: STREET 1: 73 FRONT STREET STREET 2: 5TH FLOOR CITY: HAMILTON STATE: D0 ZIP: HM 12 BUSINESS PHONE: 212 417 7514 MAIL ADDRESS: STREET 1: 73 FRONT STREET STREET 2: 5TH FLOOR CITY: HAMILTON STATE: D0 ZIP: HM 12 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Brookfield Property Partners Ltd CENTRAL INDEX KEY: 0001560282 STATE OF INCORPORATION: D0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34948 FILM NUMBER: 171133626 BUSINESS ADDRESS: STREET 1: 73 FRONT STREET STREET 2: 5TH FLOOR CITY: HAMILTON STATE: D0 ZIP: HM 12 BUSINESS PHONE: 212 417 7514 MAIL ADDRESS: STREET 1: 73 FRONT STREET STREET 2: 5TH FLOOR CITY: HAMILTON STATE: D0 ZIP: HM 12 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Brookfield Property Partners L.P. CENTRAL INDEX KEY: 0001545772 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] STATE OF INCORPORATION: D0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34948 FILM NUMBER: 171133625 BUSINESS ADDRESS: STREET 1: 73 FRONT STREET CITY: HAMILTON STATE: D0 ZIP: HM 12 BUSINESS PHONE: 212-417-7000 MAIL ADDRESS: STREET 1: BROOKFIELD PLACE STREET 2: 250 VESEY STREET, 15TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10281-1023 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: GGP 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: General Growth Properties, Inc. DATE OF NAME CHANGE: 20101109 FORMER COMPANY: FORMER CONFORMED NAME: New GGP, Inc. DATE OF NAME CHANGE: 20100706 4 1 tv476762_4.xml OWNERSHIP DOCUMENT X0306 4 2017-10-06 0 0001496048 GGP Inc. GGP 0001682251 BPG Holdings Group Inc. 181 BAY STREET, SUITE 300 TORONTO A6 M5J 2T3 ONTARIO, CANADA 1 0 1 1 Director by deputization*** 0001682236 BPG Holdings Group (US) Holdings Inc. 181 BAY STREET, SUITE 300 TORONTO A6 M5J 2T3 ONTARIO, CANADA 1 0 1 1 Director by deputization 0001560282 Brookfield Property Partners Ltd 73 FRONT STREET 5TH FLOOR HAMILTON D0 HM 12 BERMUDA 1 0 1 1 Director by deputization 0001545772 Brookfield Property Partners L.P. 73 FRONT STREET 5TH FLOOR HAMILTON D0 HM 12 BERMUDA 1 0 1 1 Director by deputization 0001560317 Brookfield Property LP 73 FRONT STREET 5TH FLOOR HAMILTON D0 HM 12 BERMUDA 1 0 1 1 Director by deputization 0001560314 Brookfield BPY Holdings (US) Inc. 181 BAY STREET, SUITE 300 TORONTO A6 M5J 2T3 ONTARIO, CANADA 1 0 1 1 Director by deputization 0001574298 CanHoldco 1 ULC 181 BAY STREET, SUITE 300 TORONTO A6 M5J 2T3 ONTARIO, CANADA 1 0 1 1 Director by deputization 0001597429 Brookfield Property Split Corp. 181 BAY STREET, SUITE 330 TORONTO A6 M5J 2T3 ONTARIO, CANADA 1 0 1 1 Director by deputization 0001085359 Brookfield Office Properties Inc 181 BAY STREET, SUITE 330 TORONTO A6 M5J 2T3 ONTARIO, CANADA 1 0 1 1 Director by deputization Common Stock, par value $0.01 per share 2017-10-06 4 M 0 24063298 8.3621 A 24063298 I see footnote Common Stock, par value $0.01 per share 2017-10-06 4 M 0 21123856 8.1678 A 21123856 I see footnote Common Stock, par value $0.01 per share 2017-10-06 4 D 0 8134626.87 21.21 D 12989228 I see footnote Common Stock, par value $0.01 per share 2017-10-06 4 M 0 82559 8.3621 A 351958 I see footnote Common Stock, par value $0.01 per share 2017-10-06 4 M 0 94703 8.3621 A 403716 I see footnote Common Stock, par value $0.01 per share 2017-10-06 4 M 0 1465005 8.3621 A 5374254 I see footnote Common Stock, par value $0.01 per share 2017-10-06 4 M 0 21853 8.3621 A 92828 I see footnote Common Stock, par value $0.01 per share 2017-10-06 4 M 0 497868 8.3621 A 1842703 I see footnote Common Stock, par value $0.01 per share 2017-10-06 4 M 0 497868 8.3621 A 1849568 I see footnote Common Stock, par value $0.01 per share 2017-10-06 4 M 0 28573419 8.3621 A 28573419 I see footnote Common Stock, par value $0.01 per share 10104 I see footnote Common Stock, par value $0.01 per share 18671 I see footnote Common Stock, par value $0.01 per share 8670667 I see footnote Common Stock, par value $0.01 per share 61444210 I see footnote Common Stock, par value $0.01 per share 8670667 I see footnote Common Stock, par value $0.01 per share 37191170 I see footnote Common Stock, par value $0.01 per share 53000412 I see footnote Common Stock, par value $0.01 per share 79094965 I see footnote Warrants to acquire Common Stock 8.3621 2017-10-06 4 M 0 18714651 0 D 2010-11-09 2017-11-09 Common Stock 24063298 0 I see footnote Warrants to acquire Common Stock 8.1678 2017-10-06 4 M 0 16428571 0 D 2010-11-09 2017-11-09 Common Stock 21123856 0 I see footnote Warrants to acquire Common Stock 8.3621 2017-10-06 4 M 0 64209 0 D 2010-11-09 2017-11-09 Common Stock 82559 0 I see footnote Warrants to acquire Common Stock 8.3621 2017-10-06 4 M 0 73653 0 D 2010-11-09 2017-11-09 Common Stock 94703 0 I see footnote Warrants to acquire Common Stock 8.3621 2017-10-06 4 M 0 1139373 0 D 2010-11-09 2017-11-09 Common Stock 1465005 0 I see footnote Warrants to acquire Common Stock 8.3621 2017-10-06 4 M 0 16996 0 D 2010-11-09 2017-11-09 Common Stock 21853 0 I see footnote Warrants to acquire Common Stock 8.3621 2017-10-06 4 M 0 387205 0 D 2010-11-09 2017-11-09 Common Stock 497868 0 I see footnote Warrants to acquire Common Stock 8.3621 2017-10-06 4 M 0 387205 0 D 2010-11-09 2017-11-09 Common Stock 497868 0 I see footnote Warrants to acquire Common Stock 8.3621 2017-10-06 4 M 0 22222290 0 D 2010-11-09 2017-11-09 Common Stock 28573419 0 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. *** Brian Kingston, 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 Persons. The Reporting Persons are "directors by deputization" solely for purposes of Section 16 of the Securities Exchange Act of 1934. BPG HOLDINGS GROUP INC., /s/ Sujoy Gupta, Vice President 2017-10-11 BPG HOLDINGS GROUP (US) HOLDINGS INC., /s/ Sujoy Gupta, Vice President 2017-10-11 BROOKFIELD PROPERTY PARTNERS LIMITED, /s/ Jane Sheere, Secretary 2017-10-11 BROOKFIELD PROPERTY PARTNERS L.P., By: Brookfield Property Partners Limited, its general partner, /s/ Jane Sheere, Secretary 2017-10-11 BROOKFIELD PROPERTY L.P., By: Brookfield Property Partners L.P., its managing general partner, By: Brookfield Property Partners Limited, its general partner, /s/ Jane Sheere, Secretary 2017-10-11 BROOKFIELD BPY HOLDINGS INC., /s/ Allen Yi, Assistant Secretary 2017-10-11 BPY CANADA SUBHOLDINGS I ULC, /s/ Keith Hyde, President 2017-10-11 BROOKFIELD PROPERTY SPLIT CORP., /s/ Michelle L. Campbell 2017-10-11 BROOKFIELD OFFICE PROPERTIES INC., /s/ Keith Hyde, Vice President, Taxation 2017-10-11 EX-99.1 2 tv476762_ex99-1.htm EXHIBIT 99.1

Exhibit 99.1

Explanation of Responses:

(1)

Common Stock held directly by Brookfield Retail Holdings Warrants LLC, a Delaware limited liability company (“BRH Warrants”). BRH Warrants exercised Warrants to purchase 24,063,298 shares of Common Stock at an exercise price of $8.3621 per share. The Issuer also paid $5.43 to BRH Warrants in lieu of a fractional share.

(2)

Common Stock held directly by BW Purchaser, LLC, a Delaware limited liability company (“BWP”). BWP exercised Warrants to purchase 21,123,856 shares of Common Stock at an exercise price of $8.1678 per share and utilized the “net share” settlement provision of the Warrant, resulting in the Issuer’s withholding of 8,134,626.87 shares of Common Stock to pay the exercise price and issuing to BWP the remaining 12,989,228 shares of Common Stock. The Issuer also paid $36.56 to BWP in lieu of fractional shares.

(3)

Common Stock held directly by Brookfield Retail Holdings II Sub III LLC, a Delaware limited liability company (“BRH II Sub”). BRH II Sub exercised Warrants to purchase 82,559 shares of Common Stock at an exercise price of $8.3621 per share. The Issuer also paid $19.77 to BRH II Sub in lieu of a fractional share.

(4)

Common Stock held directly by Brookfield Retail Holdings III Sub II LLC, a Delaware limited liability company (“BRH III Sub”). BRH III Sub exercised Warrants to purchase 94,703 shares of Common Stock at an exercise price of $8.3621 per share. The Issuer also paid $0.58 to BRH III Sub in lieu of a fractional share.

(5)

Common Stock held directly by Brookfield Retail Holdings IV-A Sub II LLC, a Delaware limited liability company (“BRH IV-A Sub”). BRH IV-A Sub exercised Warrants to purchase 1,465,005 shares of Common Stock at an exercise price of $8.3621 per share. The Issuer also paid $17.04 to BRH IV-A Sub in lieu of a fractional share.

(6)

Common Stock held directly by Brookfield Retail Holdings IV-B Sub II LLC, a Delaware limited liability company (“BRH IV-B Sub”). BRH IV-B Sub exercised Warrants to purchase 21,853 shares of Common Stock at an exercise price of $8.3621 per share. The Issuer also paid $9.69 to BRH IV-B Sub in lieu of a fractional share.

(7)

Common Stock held directly by Brookfield Retail Holdings IV-C Sub II LLC, a Delaware limited liability company (“BRH IV-C Sub”). BRH IV-C Sub exercised Warrants to purchase 497,868 shares of Common Stock at an exercise price of $8.3621 per share. The Issuer also paid $4.01 to BRH IV-C Sub in lieu of a fractional share.

(8)

Common Stock held directly by Brookfield Retail Holdings IV-D Sub II LLC, a Delaware limited liability company (“BRH IV-D Sub”). BRH IV-D Sub exercised Warrants to purchase 497,868 shares of Common Stock at an exercise price of $8.3621 per share. The Issuer also paid $4.01 to BRH IV-D Sub in lieu of a fractional share.

(9)

Common Stock held directly by Brookfield BPY Retail Holdings I LLC, a Delaware limited liability company (“BPY Holdings I”). BPY Holdings exercised Warrants to purchase 28,573,419 shares of Common Stock at an exercise price of $8.3621 per share. The Issuer also paid $31.44 to BPY Holdings I in lieu of fractional shares.

(10)

Common Stock held directly by BPY Retail I LLC, a Delaware limited liability company (“BPY I”).

(11)

Common Stock held directly by BPY Retail III LLC, a Delaware limited liability company (“BPY III”).

(12)

Common Stock held directly by BPY Retail II LLC, a Delaware limited liability company (“BPY II”).

(13)

Common Stock held directly by BPY Retail IV LLC, a Delaware limited liability company (“BPY IV”).

(14)

Common Stock held directly by BPY Retail V LLC, a Delaware limited liability company (“BPY V”).

(15)

Common Stock held directly by BPY Retail VI LLC, a Delaware limited liability company (“BPY VI”).

(16)

Common Stock held directly by Brookfield BPY Retail Holdings II Subco LLC, a Delaware limited liability company (“GGP Subco”).

(17)

Common Stock held directly by Brookfield Retail Holdings VII LLC, a Delaware limited liability company (“BRH VII” and, together with BRH Warrants, BRH II Sub, BRH III Sub, BRH IV-A Sub, BRH IV-B Sub, BRH IV-C Sub and BRH IV-D Sub, the “Investment Vehicles”).

(18)

Each of the Reporting Persons, as an indirect parent of each Investment Vehicle, BWP, BPY Holdings I, BPY I, BPY III, BPY II, BPY IV, BPY V, BPY VI and GGP Subco, may be deemed to have an indirect pecuniary interest in an indeterminate portion of the shares of Common Stock and Warrants that are directly beneficially owned by each Investment Vehicle, BWP, BPY Holdings I, BPY I, BPY III, BPY II, BPY IV, BPY V, BPY VI and GGP Subco. In accordance with Instruction 4(b)(iv), the entire amount of the Common Stock and Warrants held by each Investment Vehicle, BWP, BPY Holdings I, BPY I, BPY III, BPY II, BPY IV, BPY V, BPY VI and GGP Subco is reported herein. Each of the Reporting Persons disclaims beneficial ownership of all shares of Common Stock and Warrants that are beneficially owned by each Investment Vehicle, BWP, BPY Holdings I, BPY I, BPY III, BPY II, BPY IV, BPY V, BPY VI and GGP Subco, except to the extent of any indirect pecuniary interest therein.

(19)

Each Warrant entitled the holder to purchase 1.2858 shares of Common Stock at an initial exercise price of $10.75 per share, subject to adjustments as provided in the Amended and Restated Warrant Agreement, effective as of October 28, 2013 (the “Warrant Agreement”), between the Issuer and American Stock Transfer & Trust Company, LLC, as warrant agent.

(20)

Each Warrant entitled the holder to purchase 1.2858 shares of Common Stock at an initial exercise price of $10.50 per share, subject to adjustments as provided in the Warrant Agreement.

EX-99.2 3 tv476762_ex99-2.htm EXHIBIT 99.2

Exhibit 99.2

JOINT FILERS

Reporting Owner Name/Address	Relationships
Reporting Owner Name/Address	Director	10% Owner	Officer	Other
BPG Holdings Group (US) Holdings Inc. 181 Bay Street, Suite 300 Toronto, Ontario, Canada M5J 2T3	X	X		Director by deputization
Brookfield Property Partners Limited 73 Front Street, 5^th Floor Hamilton HM 12, Bermuda	X	X		Director by deputization
Brookfield Property Partners L.P. 73 Front Street, 5^th Floor Hamilton HM 12, Bermuda	X	X		Director by deputization
Brookfield Property L.P. 73 Front Street, 5^th Floor Hamilton HM 12, Bermuda	X	X		Director by deputization
Brookfield BPY Holdings Inc. 181 Bay Street, Suite 300 Toronto, Ontario, Canada M5J 2T3	X	X		Director by deputization
BPY Canada Subholdings I ULC 181 Bay Street, Suite 300 Toronto, Ontario, Canada M5J 2T3	X	X		Director by deputization
Brookfield Property Split Corp. 181 Bay Street, Suite 330 Toronto, Ontario, Canada M5J 2T3	X	X		Director by deputization
Brookfield Office Properties Inc. 181 Bay Street, Suite 330 Toronto, Ontario, Canada M5J 2T3	X	X		Director by deputization