0001144204-17-055301.txt : 20171031 0001144204-17-055301.hdr.sgml : 20171031 20171031214748 ACCESSION NUMBER: 0001144204-17-055301 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20171027 FILED AS OF DATE: 20171031 DATE AS OF CHANGE: 20171031 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: 171167171 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 Corp CENTRAL INDEX KEY: 0001504721 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34948 FILM NUMBER: 171167170 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 Holdings Canada Inc. CENTRAL INDEX KEY: 0001540230 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34948 FILM NUMBER: 171167172 BUSINESS ADDRESS: STREET 1: 181 BAY STREET STREET 2: BROOKFIELD PLACE, SUITE 300 CITY: TORONTO STATE: A6 ZIP: M5J2T3 BUSINESS PHONE: 416 956 5812 MAIL ADDRESS: STREET 1: 181 BAY STREET STREET 2: BROOKFIELD PLACE, SUITE 300 CITY: TORONTO STATE: A6 ZIP: M5J2T3 FORMER NAME: FORMER CONFORMED NAME: Brookfield Holdings Canada DATE OF NAME CHANGE: 20120123 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Brookfield Asset Management Private Institutional Capital Adviser US, LLC CENTRAL INDEX KEY: 0001590912 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34948 FILM NUMBER: 171167167 BUSINESS ADDRESS: STREET 1: 250 VESEY STREET, 15TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10281 BUSINESS PHONE: 212 417 2546 MAIL ADDRESS: STREET 1: 250 VESEY STREET, 15TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10281 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Brookfield Property Group LLC CENTRAL INDEX KEY: 0001680278 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34948 FILM NUMBER: 171167169 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: BUSC Finance LLC CENTRAL INDEX KEY: 0001702556 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34948 FILM NUMBER: 171167168 BUSINESS ADDRESS: STREET 1: 250 VESEY STREET, 15TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10281 BUSINESS PHONE: 212-417-7000 MAIL ADDRESS: STREET 1: 250 VESEY STREET, 15TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10281 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 tv478097_4.xml OWNERSHIP DOCUMENT X0306 4 2017-10-27 0 0001496048 GGP Inc. GGP 0001540230 Brookfield Holdings Canada Inc. 181 BAY STREET, SUITE 300 TORONTO A6 M5J2T3 ONTARIO, CANADA 1 0 1 1 Director by deputization *** 0001504722 Brookfield US Holdings Inc. BROOKFIELD PLACE 250 VESEY STREET NEW YORK NY 10281-1023 1 0 1 1 Director by deputization 0001504721 Brookfield US Corp BROOKFIELD PLACE 250 VESEY STREET NEW YORK NY 10281-1023 1 0 1 1 Director by deputization 0001680278 Brookfield Property Group LLC BROOKFIELD PLACE 250 VESEY STREET NEW YORK NY 10281-1023 1 0 1 1 Director by deputization 0001702556 BUSC Finance LLC BROOKFIELD PLACE 250 VESEY STREET NEW YORK NY 10281-1023 1 0 1 1 Director by deputization 0001590912 Brookfield Asset Management Private Institutional Capital Adviser US, 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 2017-10-27 4 J 0 403716 0 D 0 I See Footnote Common Stock, par value $0.01 per share 2017-10-27 4 J 0 5374254 0 D 0 I See Footnote Common Stock, par value $0.01 per share 2017-10-27 4 J 0 92828 0 D 0 I See Footnote Common Stock, par value $0.01 per share 2017-10-27 4 J 0 1842703 0 D 0 I See Footnote Common Stock, par value $0.01 per share 2017-10-27 4 J 0 1849568 0 D 0 I See Footnote Common Stock, par value $0.01 per share 24063298 I See Footnote Common Stock, par value $0.01 per share 351958 I See Footnote Common Stock, par value $0.01 per share 79094965 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. *** 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 HOLDINGS CANADA INC., /s/ A.J. Silber, Vice President 2017-10-31 BROOKFIELD US HOLDINGS INC., /s/ A.J. Silber, Vice President 2017-10-31 BROOKFIELD US CORPORATION, /s/ Josh Zinn, Vice President 2017-10-31 BROOKFIELD PROPERTY GROUP LLC, /s/ Murray Goldfarb, Managing Partner 2017-10-31 BUSC FINANCE LLC, /s/ Josh Zinn, Vice President 2017-10-31 BROOKFIELD ASSET MANAGEMENT PRIVATE INSTITUTIONAL CAPITAL ADVISER US, LLC, /s/ Murray Goldfarb, Managing Partner 2017-10-31 EX-99.1 2 tv478097_ex99-1.htm EXHIBIT 99.1

Exhibit 99.1

Explanation of Responses:

(1)

Common Stock held directly by Brookfield Retail Holdings III Sub II LLC, a Delaware limited liability company (“BRH III Sub”). On October 27, 2017, BRH III Sub merged with and into New Brookfield BPY Retail Holdings II LLC, a Delaware limited liability company (“New LLC 1”), with New LLC 1 as the surviving entity of the merger. Following such merger, the Reporting Persons ceased to have beneficial ownership of the shares of Common Stock formerly held by BRH III Sub.

(2)

Common Stock held directly by Brookfield Retail Holdings IV-A Sub II LLC, a Delaware limited liability company (“BRH IV-A Sub”). On October 27, 2017, BRH IV-A Sub merged with and into New LLC 1, with New LLC 1 as the surviving entity of the merger. Following such merger, the Reporting Persons ceased to have beneficial ownership of the shares of Common Stock formerly held by BRH IV-A Sub.

(3)

Common Stock held directly by Brookfield Retail Holdings IV-B Sub II LLC, a Delaware limited liability company (“BRH IV-B Sub”). On October 27, 2017, BRH IV-B Sub merged with and into New LLC 1, with New LLC 1 as the surviving entity of the merger. Following such merger, the Reporting Persons ceased to have beneficial ownership of the shares of Common Stock formerly held by BRH IV-B Sub.

(4)

Common Stock held directly by Brookfield Retail Holdings IV-C Sub II LLC, a Delaware limited liability company (“BRH IV-C Sub”). On October 27, 2017, BRH IV-C Sub merged with and into New LLC 1, with New LLC 1 as the surviving entity of the merger. Following such merger, the Reporting Persons ceased to have beneficial ownership of the shares of Common Stock formerly held by BRH IV-C Sub.

(5)

Common Stock held directly by Brookfield Retail Holdings IV-D Sub II LLC, a Delaware limited liability company (“BRH IV-D Sub” and, together with BRH III Sub, BRH IV-A Sub, BRH IV-B Sub and BRH IV-C Sub, the “Investment Vehicles”). On October 27, 2017, BRH IV-D Sub merged with and into New LLC 1, with New LLC 1 as the surviving entity of the merger. Following such merger, the Reporting Persons ceased to have beneficial ownership of the shares of Common Stock formerly held by BRH IV-D Sub.

(6)

Each of the Reporting Persons, as a parent of each Investment Vehicle, may have been deemed to have had an indirect pecuniary interest in shares of Common Stock that were directly beneficially owned by each Investment Vehicle. In accordance with Instruction 4(b)(iv), the entire amount of the Common Stock held by each Investment Vehicle is reported herein. Each of the Reporting Persons disclaims beneficial ownership of all shares of Common Stock that were beneficially owned by each Investment Vehicle, except to the extent of any indirect pecuniary interest therein.

(7)

Common Stock held directly by Brookfield Retail Holdings Warrants LLC, a Delaware limited liability company (“BRH Warrants”).

(8)

Common Stock held directly by Brookfield Retail Holdings II Sub III LLC, a Delaware limited liability company (“BRH II Sub”).

(9)

Common Stock held directly by Brookfield Retail Holdings VII LLC, a Delaware limited liability company (“BRH VII”).

(10)

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

EX-99.2 3 tv478097_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
Brookfield US Holdings Inc. 181 Bay Street, Suite 300 Toronto, Ontario, Canada M5J 2T3	X	X		Director by deputization
Brookfield US Corporation Brookfield Place 250 Vesey Street New York, NY 10281-1023	X	X		Director by deputization
Brookfield Property Group LLC Brookfield Place 250 Vesey Street New York, NY 10281-1023	X	X		Director by deputization
BUSC Finance LLC Brookfield Place 250 Vesey Street New York, NY 10281-1023	X	X		Director by deputization
Brookfield Asset Management Private Institutional Capital Adviser US, LLC Brookfield Place 250 Vesey Street New York, NY 10281-1023	X	X		Director by deputization