UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported)
August 3, 2018
GGP INC.
(Exact name of registrant as specified in its charter)
| Delaware | 1-34948 | 27-2963337 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
350 N. Orleans St., Suite 300, Chicago, IL 60654
(Address of principal executive offices) (Zip Code)
(312) 960-5000
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☒ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.04 Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans
On August 3, 2018, GGP Inc. (“GGP”), in connection with GGP’s pending acquisition by Brookfield Property Partners L.P. (“BPY”) pursuant to the Agreement and Plan of Merger, dated as of March 26, 2018 and as amended on June 25, 2018, among BPY, Goldfinch Merger Sub Corp. and GGP (as may be further amended or otherwise modified from time to time in accordance with its terms, the “Merger Agreement”), sent a notice to its directors and executive officers informing them of a blackout period (the “Blackout Period”) that is being imposed on participants in the GGP Inc. 401(k) Savings Plan (the “Plan”) and notifying them of trading restrictions applicable to them during this Blackout Period. This notice was sent pursuant to Section 306 of the Sarbanes-Oxley Act of 2002 and Regulation BTR, which generally prohibits directors and executive officers of an issuer from engaging in transactions involving the issuer’s equity securities acquired in connection with their service or employment as a director or executive officer during any pension plan blackout period. On August 2, 2018, GGP received notice of such a pension plan blackout period from GGP Operating Partnership, LP, the Plan administrator. U.S. federal law generally requires a plan administrator to provide 30 days advance notice of a blackout period. There is an exception to this 30-day rule where such advance notice is not possible due to events beyond the reasonable control of the plan administrator. GGP Operating Partnership, LP was unable to provide this amount of advance notice because the timing with respect to the Blackout Period was dependent on a closing date for the proposed transaction and the timing of certain related events, which were not identifiable until July 26, 2018.
Inquiries concerning the notice or the Blackout Period, including the beginning and ending dates of the trading restrictions, may be directed without charge to:
GGP Inc.
350 N. Orleans St., Suite 300
Chicago, Illinois 60654
Attn: Kevin Berry, EVP Human Resources & Communications
Telephone Number: (312) 960-5529
A copy of the notice to directors and executive officers, which includes the information specified in Rule 104(b) of Regulation BTR, is attached hereto as Exhibit 99.1 and is incorporated by reference into this Item 5.04.
Item 8.01 Other Events
The information under Item 5.04 is incorporated by reference into this Item 8.01.
Additional Information and Where to Find It
This communication is being made in respect of the proposed transaction contemplated by the Merger Agreement. This communication may be deemed to be solicitation material in respect of the proposed transaction involving BPY and GGP. In connection with the proposed transaction, BPY filed with the SEC a registration statement on Form F-4 (File No.: 333-224594) that includes a prospectus of BPY (the “BPY prospectus”), and GGP filed with the SEC a registration statement on Form S-4 (File No.: 333-224593) that includes a proxy statement/prospectus of GGP (the “GGP proxy statement/prospectus”). The parties also filed a Rule 13E-3 transaction statement on Schedule 13E-3. The registration statements filed by BPY and GGP were declared effective by the SEC on June 26, 2018 and GGP has mailed the GGP proxy statement/prospectus in definitive form to its stockholders of record as of the close of business on June 22, 2018. Each of BPY and GGP may also file other documents with the SEC regarding the proposed transaction. This communication is not a substitute for the BPY prospectus, the GGP proxy statement/prospectus, the registration statements or any other document which BPY or GGP may file with the SEC. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE ABOVE-REFERENCED AND OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT BPY, GGP, THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and stockholders may obtain free copies of the above-referenced and other documents filed with the SEC by BPY and GGP, when available, through the SEC’s website at http://www.sec.gov. In addition, investors may obtain free copies of the above-referenced and other documents filed with the SEC by BPY, when available, by contacting BPY Investor Relations at bpy.enquiries@brookfield.com or +1 (855) 212-8243 or at BPY’s website at http://bpy.brookfield.com, and may obtain free copies of the above-referenced and other documents filed with the SEC by GGP, when available, by contacting GGP Investor Relations at (312) 960-5000 or at GGP’s website at http://www.ggp.com.
Non-solicitation
This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.
Forward-Looking Statements
This communication contains “forward-looking information” within the meaning of Canadian provincial securities laws and applicable regulations and “forward-looking statements” within the meaning of “safe harbor” provisions of applicable U.S. securities laws, including the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements that are predictive in nature or depend upon or refer to future events or conditions, include statements regarding the expected timing, completion and effects of the proposed transaction, our operations, business, financial condition, expected financial results, performance, prospects, opportunities, priorities, targets, goals, ongoing objectives, strategies and outlook, as well as the outlook for North American and international economies for the current fiscal year and subsequent periods, and include words such as “expects,” “anticipates,” “plans,” “believes,” “estimates,” “seeks,” “intends,” “targets,” “projects,” “forecasts,” “likely,” or negative versions thereof and other similar expressions, or future or conditional verbs such as “may,” “will,” “should,” “would” and “could.”
Although we believe that our anticipated future results, performance or achievements expressed or implied by the forward-looking statements and information are based upon reasonable assumptions and expectations, the reader should not place undue reliance on forward-looking statements and information because they involve known and unknown risks, uncertainties and other factors, many of which are beyond our control, which may cause our actual results, performance or achievements to differ materially from anticipated future results, performance or achievement expressed or implied by such forward-looking statements and information.
Factors that could cause actual results to differ materially from those contemplated or implied by forward-looking statements include, but are not limited to: the occurrence of any event, change or other circumstance that could affect the proposed transaction on the anticipated terms and timing, including the risk that the proposed transaction may not be consummated; risks related to BPY’s ability to integrate GGP’s business into its own and the ability of the combined company to attain expected benefits therefrom; risks incidental to the ownership and operation of real estate properties including local real estate conditions; the impact or unanticipated impact of general economic, political and market factors in the countries in which we do business; the ability to enter into new leases or renew leases on favorable terms; business competition; dependence on tenants’ financial condition; the use of debt to finance our business; the behavior of financial markets, including fluctuations in interest and foreign exchange rates; uncertainties of real estate development or redevelopment; global equity and capital markets and the availability of equity and debt financing and refinancing within these markets; risks relating to our insurance coverage; the possible impact of international conflicts and other developments including terrorist acts; potential environmental liabilities; changes in tax laws and other tax related risks; dependence on management personnel; illiquidity of investments; the ability to complete and effectively integrate other acquisitions into existing operations and the ability to attain expected benefits therefrom; operational and reputational risks; catastrophic events, such as earthquakes and hurricanes; and other risks and factors detailed from time to time in our documents filed with the securities regulators in Canada and the United States.
We caution that the foregoing list of important factors that may affect future results is not exhaustive. When relying on our forward-looking statements or information, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. Except as required by law, we undertake no obligation to publicly update or revise any forward-looking statements or information, whether written or oral, that may be as a result of new information, future events or otherwise.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Description | |
| 99.1 | Notice of Blackout Period to Directors and Executive Officers. | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| GGP INC. | ||
| By: | /s/ Stacie L. Herron | |
| Stacie L. Herron | ||
| Executive Vice President, General Counsel and Secretary | ||
Date: August 3, 2018
Exhibit 99.1
Important Notice
To Directors and Executive Officers of
GGP Inc.
Regarding the Regulation BTR
Blackout Period and Trading Restrictions
August 3, 2018
General Information. This notice is to inform you that the GGP Inc. 401(k) Savings Plan (the “401(k) Plan”) will have a blackout period during which 401(k) Plan participants will be unable to conduct transactions in GGP Inc. (“GGP”) common stock (“GGP Stock”) within the 401(k) Plan. GGP previously announced that GGP would be acquired by Brookfield Property Partners L.P. (“BPY”) pursuant to the Agreement and Plan of Merger, dated as of March 26, 2018 and as amended on June 25, 2018, by and among GGP, BPY and Goldfinch Merger Sub Corp. (as may be further amended or otherwise modified from time to time in accordance with its terms, the “Merger Agreement”). The blackout period is necessary in connection with the acquisition to enable the 401(k) Plan to update its records and accounting to reflect the acquisition of shares of GGP Stock, including shares held under the 401(k) Plan, by BPY. On August 2, 2018, GGP received notice of this blackout period from GGP Operating Partnership, LP, the 401(k) Plan administrator. U.S. federal law generally requires 30 days advance notice of a blackout period. There is an exception to this 30-day rule where such advance notice is not possible due to events beyond the reasonable control of the plan administrator. GGP Operating Partnership, LP was unable to provide this amount of advance notice because the timing with respect to the blackout period was dependent on a closing date for the proposed transaction and the timing of certain related events, which were not identifiable until July 26, 2018. Because you are a director or an executive officer of GGP, you will also be prohibited during the blackout period from engaging in most transactions involving equity securities of GGP that you acquired in connection with your service or employment as a director or executive officer of GGP.
Impact on 401(k) Plan Participants. As a result of the acquisition, participants in the 401(k) Plan will be temporarily unable to direct or diversify investments in their individual accounts or obtain distributions from the 401(k) Plan if the transaction involves GGP Stock. This period, during which participants will be unable to exercise these rights otherwise available under the 401(k) Plan, qualifies as a “blackout period” under the Securities and Exchange Commission’s Regulation BTR.
Restrictions on Directors and Executive Officers during the Blackout Period. During the blackout period, directors and executive officers of GGP will be subject to trading restrictions imposed under Section 306(a) of the Sarbanes-Oxley Act of 2002 and Regulation BTR. Subject to limited exceptions, these restrictions generally prohibit, during the blackout period, the direct or indirect purchase, sale or other acquisition or transfer of any of GGP’s equity securities that you acquired in connection with your service or employment as a director or executive officer of GGP. Please note that all trading by GGP’s directors and executive officers is already prohibited under GGP’s Insider Trading Policy during the quarterly insider trading blackout period. Regulation BTR, however, also imposes additional penalties, such as criminal penalties and a requirement to disgorge all profits, on trades that occur during a Regulation BTR blackout period.
| • | Note that “equity securities” are defined broadly to include GGP Stock and derivatives thereof, including without limitation stock options, performance shares and restricted stock. |
| • | Covered transactions are not limited to those involving your direct ownership, but include any transaction in which you have a pecuniary interest (for example, transactions by your immediate family members living in your household). |
| • | Among other things, these rules prohibit selling shares of GGP Stock acquired pursuant to options granted to you in connection with your service as a director or employment as an executive officer, selling restricted stock or performance shares that have vested or selling shares to cover withholding taxes upon the vesting of restricted stock or performance shares. |
| • | These restrictions generally do not apply to the reinvestment of dividends under a pre-established broad-based stockholder dividend reinvestment plan, such as the GGP Inc. Dividend Reinvestment Plan. |
Length of the Blackout Period. The blackout period for the 401(k) Plan is expected to begin at 4 p.m., Eastern time, on August 16, 2018, and to end during the week of September 9, 2018. During this period, you can determine whether the BTR blackout period has ended by calling a Vanguard Participant Services associate at (800) 523-1188. We will notify you of any changes that affect the dates of the BTR blackout period.
Questions or Additional Information. The rules described above apply in addition to the other restrictions on trading activity under GGP’s Insider Trading Policy. In order to avoid any inadvertent violations of the blackout period restrictions, you should continue to direct questions about, and requests for pre-clearance of, your transactions in GGP’s securities to Kevin Berry, EVP Human Resources & Communications. In addition, during the blackout period, you may obtain, without charge, information about the blackout period, including whether the blackout period has begun or ended, by contacting Kevin Berry directly at (312) 960-5529 or in writing at 350 N. Orleans St., Suite 300, Chicago, Illinois 60654.