0001144204-18-041198.txt : 20180731 0001144204-18-041198.hdr.sgml : 20180731 20180731195104 ACCESSION NUMBER: 0001144204-18-041198 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20180727 FILED AS OF DATE: 20180731 DATE AS OF CHANGE: 20180731 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: 18982540 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 US Holdings Inc. CENTRAL INDEX KEY: 0001504722 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34948 FILM NUMBER: 18982541 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: 18982542 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 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: 18982543 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: 18982544 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 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: 18982545 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 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: 350 N. ORLEANS ST. STREET 2: SUITE 300 CITY: CHICAGO STATE: IL ZIP: 60654-1607 BUSINESS PHONE: 312-960-5000 MAIL ADDRESS: STREET 1: 350 N. ORLEANS ST. STREET 2: SUITE 300 CITY: CHICAGO STATE: IL ZIP: 60654-1607 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 tv499668_4.xml FORM 4 X0306 4 2018-07-27 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. 181 BAY STREET, SUITE 300 TORONTO A6 M5J2T3 ONTARIO, CANADA 1 0 1 1 Director by deputization *** 0001504721 Brookfield US Corp 250 VESEY STREET NEW YORK NY 10281-1023 1 0 1 1 Director by deputization *** 0001680278 Brookfield Property Group LLC 250 VESEY STREET NEW YORK NY 10281-1023 1 0 1 1 Director by deputization *** 0001702556 BUSC Finance LLC 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 250 VESEY STREET NEW YORK NY 10281-1023 1 0 1 1 Director by deputization *** Common Stock, par value $0.01 per share 2018-07-27 4 J 0 79094965 D 0 I See footnotes Common Stock, par value $0.01 per share 2018-07-27 4 J 0 351958 D 0 I See footnotes Common Stock, par value $0.01 per share 2018-07-27 4 J 0 24063298 D 0 I See footnotes Series B Preferred Stock 2018-07-27 4 J 0 79094965 A Common Stock 79094965 79094965 I See footnotes Series B Preferred Stock 2018-07-27 4 J 0 351958 A Common Stock 351958 351958 I See footnotes Series B Preferred Stock 2018-07-27 4 J 0 24063298 A Common Stock 24063298 24063298 I See footnotes See Exhibit 99.1; Note 1. See Exhibit 99.1; Note 2. See Exhibit 99.1; Note 3. See Exhibit 99.1; Note 4. *** 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. Exhibit List: Exhibit 99.1 - Explanation of Responses Exhibit 99.2 - Joint Filers' Names and Addresses Brookfield Holdings Canada Inc., /s/ A.J. Silber, Vice President 2018-07-31 Brookfield US Holdings Inc., /s/ A.J. Silber, Vice President 2018-07-31 Brookfield US Corp, /s/ Josh Zinn, Vice President 2018-07-31 Brookfield Property Group LLC, /s/ Murray Goldfarb, Managing Partner 2018-07-31 BUSC Finance LLC, /s/ Josh Zinn, Vice President 2018-07-31 Brookfield Asset Management Private Institutional Capital Adviser US, LLC, /s/ Murray Goldfarb, Managing Partner 2018-07-31 EX-99.1 2 tv499668_ex99-1.htm EXHIBIT 99.1

 

Exhibit 99.1

 

Explanation of Responses:

 

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

 

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

 

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

 

(4)Each of the Reporting Persons, as an indirect parent of each of BRH VII, BRH II Sub and BRH Warrants (collectively, the “Direct Holders”), may be deemed to have an indirect pecuniary interest in an indeterminate portion of the shares of Common Stock and Series B Preferred Stock of the Issuer (“Class B Stock”) that are directly beneficially owned by each of the Direct Holders. On July 27, 2018 prior to the market open, pursuant to that certain Amended and Restated Class B Stock Exchange Agreement, dated as of June 25, 2018, by and among the Issuer and the Direct Holders, each Direct Holder exchanged each share of Common Stock owned by it for one share of Class B Stock. In the event that the Agreement and Plan of Merger, dated as of March 26, 2018 (as amended on June 25, 2018, and as it may be further amended or otherwise modified from time to time in accordance with its terms, the “Merger Agreement”), by and among Brookfield Property Partners L.P., Goldfinch Merger Sub Corp. and the Issuer, is terminated in accordance with its terms prior to the time at which the amendment and restatement of the Issuer’s Certificate of Incorporation is filed with and accepted by the Secretary of State of the State of Delaware pursuant to the terms of the Merger Agreement, then each share of Class B Stock shall be automatically, without action by the Issuer or any holder, converted into one fully paid and non-assessable share of Common Stock, without the payment of any accrued and unpaid dividends. In accordance with Instruction 4(b)(iv), the entire amount of the Common Stock and Class B Stock that is owned by each Direct Holder is reported herein. Each of the Reporting Persons disclaims beneficial ownership of all shares of Common Stock and Class B Stock that is beneficially owned by each Direct Holder, except to the extent of any indirect pecuniary interest therein.

 

 

 

 EX-99.2 3 tv499668_ex99-2.htm EXHIBIT 99.2

 

Exhibit 99.2

JOINT FILERS

 

Reporting Owner Name/Address Relationships
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
250 Vesey Street
New York, NY 10281-1023

 x x   Director by deputization

Brookfield Property Group LLC
250 Vesey Street
New York, NY 10281-1023

 x x   Director by deputization

BUSC Finance LLC
250 Vesey Street
New York, NY 10281-1023

 x x   Director by deputization

Brookfield Asset Management Private
Institutional Capital Adviser US, LLC
250 Vesey Street
New York, NY 10281-1023

 x x   Director by deputization