0001140361-13-040726.txt : 20131105 0001140361-13-040726.hdr.sgml : 20131105 20131105172450 ACCESSION NUMBER: 0001140361-13-040726 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20131101 FILED AS OF DATE: 20131105 DATE AS OF CHANGE: 20131105 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: CHINA INVESTMENT CORP CENTRAL INDEX KEY: 0001468702 STATE OF INCORPORATION: F4 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34948 FILM NUMBER: 131193733 BUSINESS ADDRESS: STREET 1: NEW POLY PLAZA STREET 2: NO. 1 CHAOYANGMEN BEIDAJIE, DONGCHENG CITY: BEIJING STATE: F4 ZIP: 100010 BUSINESS PHONE: 86 10 64086277 MAIL ADDRESS: STREET 1: NEW POLY PLAZA STREET 2: NO. 1 CHAOYANGMEN BEIDAJIE, DONGCHENG CITY: BEIJING STATE: F4 ZIP: 100010 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Best Investment Corp CENTRAL INDEX KEY: 0001505860 STATE OF INCORPORATION: F4 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34948 FILM NUMBER: 131193734 BUSINESS ADDRESS: STREET 1: 616, NEW POLY PLAZA STREET 2: NO. 1 CHAOYANGMEN BEIDAJIE CITY: DONGCHENG DISTRICT, BEIJING STATE: F4 ZIP: 100010 BUSINESS PHONE: 86 10 8409 6766 MAIL ADDRESS: STREET 1: 616, NEW POLY PLAZA STREET 2: NO. 1 CHAOYANGMEN BEIDAJIE CITY: DONGCHENG DISTRICT, BEIJING STATE: F4 ZIP: 100010 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Stable Investment Corp CENTRAL INDEX KEY: 0001505859 STATE OF INCORPORATION: F4 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34948 FILM NUMBER: 131193735 BUSINESS ADDRESS: STREET 1: 616, NEW POLY PLAZA STREET 2: NO. 1 CHAOYANGMEN BEIDAJIE CITY: DONGCHENG DISTRICT, BEIJING STATE: F4 ZIP: 100010 BUSINESS PHONE: 86 10 8409 6766 MAIL ADDRESS: STREET 1: 616, NEW POLY PLAZA STREET 2: NO. 1 CHAOYANGMEN BEIDAJIE CITY: DONGCHENG DISTRICT, BEIJING STATE: F4 ZIP: 100010 4 1 doc1.xml FORM 4 X0306 4 2013-11-01 1 0001496048 General Growth Properties, Inc. GGP 0001468702 CHINA INVESTMENT CORP NEW POLY PLAZA NO. 1 CHAOYANGMEN BEIDAJIE BEIJING F4 100010 CHINA 0 0 0 1 Former 10% Owner 0001505859 Stable Investment Corp NEW POLY PLAZA NO. 1 CHAOYANGMEN BEIDAJIE DONGCHENG DISTRICT, BEIJING F4 100010 CHINA 0 0 1 0 0001505860 Best Investment Corp NEW POLY PLAZA NO. 1 CHAOYANGMEN BEIDAJIE DONGCHENG DISTRICT, BEIJING F4 100010 CHINA 0 0 1 0 Common Stock, Par Value $0.01 per share 2013-11-01 4 S 0 27977780 20.39 D 33647499 I See footnotes Warrants to acquire Common Stock 10.75 2013-11-01 4 S 0 16752794 12.91 D 2010-11-09 2017-11-09 Common Stock 16752794 0 D See Exhibit 99.1 for text of footnote 1. See Exhibit 99.1 for text of footnote 2. See Exhibit 99.1 for text of footnote 3. See Exhibit 99.1 for text of footnote 4. See Exhibit 99.2 2013-11-05 EX-99.1 2 misc1.htm MISCELLANEOUS EXHIBITS Unassociated Document
 
 
Exhibit 99.1
 
FOOTNOTES
 
1.
China Investment Corporation (“CIC”) is the parent of CIC International Co., Ltd. (“CIC International”), which is the parent of each of Stable Investment Corporation (“Stable”) and Best Investment Corporation (“Best” and, together with CIC and Stable, the “Reporting Persons”).  Prior to the Transactions (as defined below), Stable and Best held a collective 99.499848% ownership interest in Brookfield Retail Holdings III LLC (“BRH III”) (subject to a “carry interest” held by the managing member thereof).  Subsequent to the consummation of the Transactions, Stable and Best have no ownership interest in BRH III and no beneficial ownership in any shares of common stock of the Issuer (“Shares”) held by BRH III.
   
2.
CIC International is the parent of another wholly owned subsidiary through which CIC indirectly holds an additional 131,103 Shares.  The amount in Table I, Column 5 above includes such 131,103 Shares, but Stable and Best do not have any beneficial ownership of such Shares.
   
3.
On November 1, 2013, BRH III entered into agreements providing for, among other things, (i) the sale by BRH III of 19,528,869 Shares held by BRH III and all of the warrants issued by the Issuer and held by BRH III that are attributable to the interests of Stable and Best (“Warrants”) and (ii) the distribution by BRH III to Stable and Best, in complete redemption of the interests of Stable and Best in BRH III, of (A) $584,731,721 from the funds received in the sale transactions described in clause (i), (B) 1,980,893 shares of common stock, par value $0.01 per share (the “Rouse Common Stock”) of Rouse Properties, Inc. held by BRH III, which shares are all of the shares of Rouse Common Stock held by BRH III that are attributable to the interests of Stable and Best and (C) 33,516,396 Shares held by BRH III (collectively, the “Transactions”).  As a result of the Transactions, the number of Shares and Warrants beneficially owned by the Reporting Persons has changed as disclosed herein.  The number of Shares and Warrants reported on this Form 4 as being disposed of are Shares and Warrants that were previously reported as Shares and Warrants owned by the Reporting Persons and either were (x) sold in the transaction described in clause (i) above or (y) an additional number of Shares or Warrants that were attributable to the carry interest of the managing member of BRH III.
   
4.
Each of the Reporting Persons disclaims any beneficial ownership of the Shares reported herein except to the extent of its pecuniary interest therein. 
 
 
 
 EX-99.2 3 misc2.htm MISCELLANEOUS EXHIBITS Unassociated Document
 
 
 
Exhibit 99.2
 
 
SIGNATURES


/s/ Ding Xuedong_____________________________________
Ding Xuedong, China Investment Corporation
11/5/2013
 
/s/ Li Keping________________________________________
Li Keping, Stable Investment Corporation
 
11/5/2013
 
/s/ Li Keping________________________________________
Li Keping, Best Investment Corporation
 
11/5/2013