-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LKkQXV9dj8jekmPk3hF6g9Qlyi6iTZW1GV8txse/WGR8d0x3nrq4VVwzEVyZc4Fp Lt2NQMkzETnxmlWr0KXaYA== 0001144204-11-005600.txt : 20110202 0001144204-11-005600.hdr.sgml : 20110202 20110202204412 ACCESSION NUMBER: 0001144204-11-005600 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20101109 FILED AS OF DATE: 20110202 DATE AS OF CHANGE: 20110202 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Howard Hughes Corp CENTRAL INDEX KEY: 0001498828 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 364673192 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: ONE GALLERIA TOWER STREET 2: 13355 NOEL ROAD, SUITE 950 CITY: DALLAS STATE: TX ZIP: 75240 BUSINESS PHONE: 214-741-7744 MAIL ADDRESS: STREET 1: ONE GALLERIA TOWER STREET 2: 13355 NOEL ROAD, SUITE 950 CITY: DALLAS STATE: TX ZIP: 75240 FORMER COMPANY: FORMER CONFORMED NAME: Spinco, Inc. DATE OF NAME CHANGE: 20100811 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Brascan Asset Management Holdings Ltd CENTRAL INDEX KEY: 0001511182 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34856 FILM NUMBER: 11568265 BUSINESS ADDRESS: STREET 1: 181 BAY STREET STREET 2: P.O. BOX 762 CITY: TORONTO STATE: A6 ZIP: M5J2T3 BUSINESS PHONE: 416 956 5182 MAIL ADDRESS: STREET 1: 181 BAY STREET STREET 2: P.O. BOX 762 CITY: TORONTO STATE: A6 ZIP: M5J2T3 4 1 v209663_ex.xml X0303 4 2010-11-09 0 0001498828 Howard Hughes Corp HHC 0001511182 Brascan Asset Management Holdings Ltd 181 BAY STREET P.O. BOX 762 TORONTO A6 M5J 2T3 ONTARIO, CANADA 1 0 1 1 Director by deputization *** Common Stock, Par Value $0.01 per share 2010-11-09 4 A 0 789145 47.619 A 789145 I footnotes Common Stock, Par Value $0.01 per share 2010-11-09 4 A 0 541513 47.619 A 541513 I footnotes Common Stock, Par Value $0.01 per share 2010-11-09 4 A 0 621147 47.619 A 621147 I footnotes Common Stock, Par Value $0.01 per share 2010-11-09 4 A 0 71816 47.619 A 71816 I footnotes Common Stock, Par Value $0.01 per share 2010-11-09 4 A 0 143342 47.619 A 143342 I footnotes Common Stock, Par Value $0.01 per share 2010-11-09 4 A 0 48032 47.619 A 48032 I footnotes Common Stock, Par Value $0.01 per share 2010-11-09 4 A 0 48032 47.619 A 48032 I footnotes Warrants to acquire Common Stock 50 2010-11-09 4 A 0 1247643 A 2010-11-09 2017-11-09 Common Stock 1247643 1247643 I see footnotes Warrants to acquire Common Stock 50 2010-11-09 4 A 0 856134 A 2010-11-09 2017-11-09 Common Stock 856134 856134 I see footnotes Warrants to acquire Common Stock 50 2010-11-09 4 A 0 982036 A 2010-11-09 2017-11-09 Common Stock 982036 982036 I see footnotes Warrants to acquire Common Stock 50 2010-11-09 4 A 0 113541 A 2010-11-09 2017-11-09 Common Stock 113541 113541 I see footnotes Warrants to acquire Common Stock 50 2010-11-09 4 A 0 226625 A 2010-11-09 2017-11-09 Common Stock 226625 226625 I see footnotes Warrants to acquire Common Stock 50 2010-11-09 4 A 0 75924 A 2010-11-09 2017-11-09 Common Stock 75924 75924 I see footnotes Warrants to acquire Common Stock 50 2010-11-09 4 A 0 75924 A 2010-11-09 2017-11-09 Common Stock 75924 75924 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. See Exhibit 99.1; Note 7. See Exhibit 99.1; Note 8. See Exhibit 99.1; Note 9. *** David Arthur, a 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 each of BAM, Trilon Bancorp Inc., a corporation formed under the laws of the Province of Ontario, Brookfield Private Funds Holdings Inc., a corporation formed under the laws of the Province of Ontario, Brookfield Asset Management Private Institutional Capital Adviser (Canada) LP, a limited partnership formed under the laws of the Province of Manitoba, Brascan Asset Management Holdings Limited, a Canadian entity formed under the Canada Business Corporations Act and a wholly-owned subsidiary of BAM (the "Reporting Person"), Brookfield US Holdings Inc., a corporation formed under the laws of the Province of Ontario, Brookfield US Corporation, a Delaware corporation, Brookfield REP GP Inc., a Delaware corporation, Brookfield Retail Split LP, a Delaware limited partnership and Brookfield Retail Holdings LLC (formerly REP Investments LLC), a Delaware limited liability company. The Reporting Person is a "director by designation" solely for purposes of Section 16 of the Securities Exchange Act of 1934. Exhibit List: Exhibit 99.1 - Explanation of Responses By Aleks Novakovic, Vice President of Brascan Asset Management Limited, /s/ Aleks Novakovic 2011-02-02 EX-99.1 2 v209663_ex99-1.htm Unassociated Document
 
Designated Filer:
Brascan Asset Management Holdings Limited
Issuer & Ticker Symbol:
The Howard Hughes Corporation  (HHC)
Date of Event Requiring Statement:
November 9, 2010
 
Exhibit 99.1
 
Explanation of Responses:
 
(1) Common Stock and Warrants held directly by Brookfield Retail Holdings LLC.
 
(2) Common Stock and Warrants held directly by Brookfield Retail Holdings II LLC, a Delaware limited liability company (“BRH II”).
 
(3) Common Stock and Warrants held directly by Brookfield Retail Holdings III LLC, a Delaware limited liability company (“BRH III”).
 
(4) Common Stock and Warrants held directly by Brookfield Retail Holdings IV-A LLC, a Delaware limited liability company (“BRH IV-A”).
 
(5) Common Stock and Warrants beneficially owned by Brookfield Retail Holdings IV-B LLC, a Delaware limited liability company (“BRH IV-B”), and Warrants held in title by Brookfield US Retail Holdings LLC (“BUSRH”).
 
(6) Common Stock and Warrants beneficially owned by Brookfield Retail Holdings IV-C LLC, a Delaware limited liability company (“BRH IV-C”), and Warrants held in title by BUSRH.
 
(7) Common Stock and Warrants held directly by Brookfield Retail Holdings IV-D LLC, a Delaware limited liability company (“BRH IV-D” and, together with BRH, BRH II, BRH III, BRH IV-A, BRH IV-B and BRH IV-C, the “Investment Vehicles.”).
 
(8) Brascan Asset Management Holdings Limited, a Canadian entity formed under the Canada Business Corporations Act (the “Reporting Person”), as the sole shareholder of Brookfield US Holdings Inc., a corporation formed under the laws of the Province of Ontario, which is the sole shareholder of Brookfield US Corporation, a Delaware corporation, which is the sole shareholder of Brookfield REP GP Inc., a Delaware corporation, which is the general partner of Brookfield Retail Split LP, a Delaware limited partnership which holds Class A interests in each Investment Vehicle, 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. In accordance with Instruction 4(b)(iv), the entire amount of the Common Stock and Warrants held by the Investment Vehicles is reported herein.  The Reporting Person disclaims beneficial ownership of all shares of Common Stock and Warrants that are beneficially owned by the Investment Vehicles, except to the extent of any indirect pecuniary interest therein.

(9) Each Warrant entitles the holder to purchase one share of Common Stock at an initial exercise price of $50.00 per share, subject to adjustments as provided in the warrant agreement, dated as of November 9, 2010, by and among Mellon Investor Services LLC, as warrant agent, and the Issuer.  The Warrants were acquired for no additional consideration pursuant to the terms of the Amended and Restated Cornerstone Investment Agreement, effective as of March 31, 2010, by and between General Growth Properties, Inc. and Brookfield Retail Holdings LLC (formerly known as REP Investments LLC).
 
 
 
 
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