0001144204-17-052135.txt : 20171011 0001144204-17-052135.hdr.sgml : 20171011 20171011205511 ACCESSION NUMBER: 0001144204-17-052135 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: 1706065 Alberta ULC CENTRAL INDEX KEY: 0001680520 STATE OF INCORPORATION: A0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34948 FILM NUMBER: 171133640 BUSINESS ADDRESS: STREET 1: SUITE 1700 STREET 2: 335 8TH AVENUE SW CITY: CALGARY STATE: A0 ZIP: T2P 1C9 BUSINESS PHONE: 403 770 7200 MAIL ADDRESS: STREET 1: SUITE 1700 STREET 2: 335 8TH AVENUE SW CITY: CALGARY STATE: A0 ZIP: T2P 1C9 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Brookfield Properties Subco LLC CENTRAL INDEX KEY: 0001680276 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34948 FILM NUMBER: 171133636 BUSINESS ADDRESS: STREET 1: BROOKFIELD PLACE STREET 2: 250 VESEY STREET CITY: NEW YORK STATE: NY ZIP: 10281-1023 BUSINESS PHONE: 212 417 7000 MAIL ADDRESS: STREET 1: BROOKFIELD PLACE STREET 2: 250 VESEY STREET CITY: NEW YORK STATE: NY ZIP: 10281-1023 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Brookfield BPY Retail Holdings I LLC CENTRAL INDEX KEY: 0001570911 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34948 FILM NUMBER: 171133635 BUSINESS ADDRESS: STREET 1: 4 BROOKFIELD PLACE STREET 2: 250 VESEY STREET CITY: NEW YORK STATE: NY ZIP: 10281 BUSINESS PHONE: 212 417 7514 MAIL ADDRESS: STREET 1: 4 BROOKFIELD PLACE STREET 2: 250 VESEY STREET CITY: NEW YORK STATE: NY ZIP: 10281 FORMER NAME: FORMER CONFORMED NAME: Brookfield BPY Retail Holdings I Inc. DATE OF NAME CHANGE: 20130301 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Brookfield Properties, Inc. CENTRAL INDEX KEY: 0001680277 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34948 FILM NUMBER: 171133638 BUSINESS ADDRESS: STREET 1: BROOKFIELD PLACE STREET 2: 250 VESEY STREET CITY: NEW YORK STATE: NY ZIP: 10281-1023 BUSINESS PHONE: 212 417 7000 MAIL ADDRESS: STREET 1: BROOKFIELD PLACE STREET 2: 250 VESEY STREET CITY: NEW YORK STATE: NY ZIP: 10281-1023 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BOP (US) LLC CENTRAL INDEX KEY: 0001680290 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34948 FILM NUMBER: 171133637 BUSINESS ADDRESS: STREET 1: BROOKFIELD PLACE STREET 2: 250 VESEY STREET CITY: NEW YORK STATE: NY ZIP: 10281-1023 BUSINESS PHONE: 212 417 7000 MAIL ADDRESS: STREET 1: BROOKFIELD PLACE STREET 2: 250 VESEY STREET CITY: NEW YORK STATE: NY ZIP: 10281-1023 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Brookfield Holding Ltd Liability Co CENTRAL INDEX KEY: 0001680328 STATE OF INCORPORATION: K5 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34948 FILM NUMBER: 171133639 BUSINESS ADDRESS: STREET 1: BUDAPEST 1074 STREET 2: DOHANY UTCA 12 CITY: BUDAPEST STATE: K5 ZIP: 1074 BUSINESS PHONE: 361 328 0000 EX 6989 MAIL ADDRESS: STREET 1: CAPITAL INTERNATIONALFINANCIAL SERVICES STREET 2: ATTENTION VIKTORIA BRACHTL CITY: BUDAPEST STATE: K5 ZIP: 1074 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 tv476763_4.xml OWNERSHIP DOCUMENT X0306 4 2017-10-06 0 0001496048 GGP Inc. GGP 0001570911 Brookfield BPY Retail Holdings I LLC 250 VESEY STREET NEW YORK NY 10281-1023 1 0 1 1 Director by deputization*** 0001680520 1706065 Alberta ULC 335 8TH AVENUE SW, SUITE 1700 CALGARY A0 T2P 1C9 ALBERTA, CANADA 1 0 1 1 Director by deputization 0001680328 Brookfield Holding Ltd Liability Co BUDAPEST 1074 DOHANY UTCA 12 BUDAPEST K5 1074 HUNGARY 1 0 1 1 Director by deputization 0001680277 Brookfield Properties, Inc. BROOKFIELD PLACE 250 VESEY STREET NEW YORK NY 10281-1023 1 0 1 1 Director by deputization 0001680290 BOP (US) LLC BROOKFIELD PLACE 250 VESEY STREET NEW YORK NY 10281-1023 1 0 1 1 Director by deputization 0001680276 Brookfield Properties Subco LLC BROOKFIELD PLACE 250 VESEY STREET NEW YORK NY 10281-1023 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 D 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 D 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. See Exhibit 99.1; Note 21. *** 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. BROOKFIELD BPY RETAIL HOLDINGS I LLC, /s/ Michelle L. Campbell, Senior Vice President and Secretary 2017-10-11 1706065 ALBERTA ULC, /s/ Keith Hyde, Vice President, Taxation 2017-10-11 BROOKFIELD HOLDING LIMITED LIABILITY COMPANY, /s/ Dr. Laszlo Csontos, Managing Director 2017-10-11 BROOKFIELD PROPERTIES, INC., /s/ Michelle L. Campbell, Senior Vice President and Secretary 2017-10-11 BOP (US) LLC, /s/ Michelle L. Campbell, Senior Vice President and Secretary 2017-10-11 BROOKFIELD PROPERTIES SUBCO LLC, /s/ Michelle L. Campbell, Senior Vice President and Secretary 2017-10-11 EX-99.1 2 tv476763_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 I 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)

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

(11)

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

(12)

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

(13)

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

(14)

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

(15)

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

(16)

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

(17)

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

(18)

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”).

(19)

Each of the Reporting Persons, as an indirect parent of each Investment Vehicle, BWP, 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 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 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 I, BPY III, BPY II, BPY IV, BPY V, BPY VI and GGP Subco, except to the extent of any indirect pecuniary interest therein.

(20)

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.

(21)

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 tv476763_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
1706065 Alberta ULC 335 8^th Avenue SW, Suite 1700 Calgary, Alberta, Canada T2P 1C9	X	X		Director by deputization
Brookfield Holding Limited Liability Company Budapest 1074 Dohany utca 12 Budapest, Hungary	X	X		Director by deputization
Brookfield Properties, Inc. Brookfield Place 250 Vesey Street New York, NY 10281-1023	X	X		Director by deputization
BOP (US) LLC Brookfield Place 250 Vesey Street New York, NY 10281-1023	X	X		Director by deputization
Brookfield Properties Subco LLC Brookfield Place 250 Vesey Street New York, NY 10281-1023	X	X		Director by deputization