0001144204-18-041199.txt : 20180731 0001144204-18-041199.hdr.sgml : 20180731 20180731195132 ACCESSION NUMBER: 0001144204-18-041199 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20180727 FILED AS OF DATE: 20180731 DATE AS OF CHANGE: 20180731 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BPR Holding REIT I LLC CENTRAL INDEX KEY: 0001748376 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34948 FILM NUMBER: 18982546 BUSINESS ADDRESS: STREET 1: BROOKFIELD PLACE STREET 2: 250 VESEY STREET CITY: NEW YORK STATE: NY ZIP: 10281 BUSINESS PHONE: 212417 7514 MAIL ADDRESS: STREET 1: BROOKFIELD PLACE STREET 2: 250 VESEY STREET 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 tv499669_4.xml FORM 4 X0306 4 2018-07-27 0 0001496048 GGP Inc. GGP 0001748376 BPR Holding REIT I LLC 250 VESEY STREET NEW YORK NY 10281-2023 1 0 1 1 Director by deputization *** Common Stock, par value $0.01 per share 2018-07-27 4 J 0 12989228 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 Common Stock, par value $0.01 per share 2018-07-27 4 J 0 53000412 D 0 I See footnotes Common Stock, par value $0.01 per share 2018-07-27 4 J 0 28573419 D 0 I See footnotes Common Stock, par value $0.01 per share 2018-07-27 4 J 0 2577297 D 0 I See footnotes Series B Preferred Stock 2018-07-27 4 J 0 12989228 A Common Stock 12989228 12989228 I See footnotes Series B Preferred Stock 2018-07-27 4 J 0 24063298 A Common Stock 24063298 24063298 I See footnotes Series B Preferred Stock 2018-07-27 4 J 0 53000412 A Common Stock 53000412 53000412 I See footnotes Series B Preferred Stock 2018-07-27 4 J 0 28573419 A Common Stock 28573419 28573419 I See footnotes Series B Preferred Stock 2018-07-27 4 J 0 2577297 A Common Stock 2577297 2577297 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. See Exhibit 99.1; Note 5. See Exhibit 99.1; Note 6. *** 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 Person. The Reporting Person is a "director by deputization" solely for purposes of Section 16 of the Securities Exchange Act of 1934. BPR HOLDING REIT I LLC, /s/ Michelle L. Campbell, Senior Vice President 2018-07-31 EX-99.1 2 tv499669_ex99-1.htm EXHIBIT 99.1

 

Exhibit 99.1

Explanation of Responses:

 

 

(1)Shares held directly by BW Purchaser, LLC, a Delaware limited liability company (“BWP”).

 

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

 

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

 

(4)Shares held directly by New GGP Warrants LLC, a Delaware limited liability company (“New GGP Warrants”)

 

(5)Shares held directly by Brookfield Retail Mall LLC, a Delaware limited liability company (“Retail Mall”).

 

(6)The Reporting Person, as a parent of each of BWP, BRH Warrants, New GGP Subco, New GGP Warrants and Retail Mall (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, the Direct Holders and the other parties named therein, 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. The Reporting Person 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.