DEFR14A 1 a2228808zdefr14a.htm DEFR14A

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
(Amendment No. 1)


Filed by the Registrant ý
Filed by a Party other than the Registrant o
Check the appropriate box:
o		Preliminary Proxy Statement
o		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
ý		Definitive Proxy Statement
o		Definitive Additional Materials
o		Soliciting Material under §240.14a-12


Rouse Properties, Inc.
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
o	No fee required.
ý	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
	(1)	Title of each class of securities to which transaction applies: Common Stock, par value $0.01 per share
	(2)	Aggregate number of securities to which transaction applies: 38,494,016 shares of Common Stock (including restricted Common Stock subject to vesting or forfeiture conditions) and 2,669,276 shares of Common Stock underlying outstanding options with an exercise price of $18.25 or less.
	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): In accordance with Exchange Act Rule 0-11(c), the filing fee of $71,428.77 was determined by multiplying 0.0001007 by the aggregate transaction consideration of $709,322,445.80. The aggregate transaction consideration was calculated based on the sum of (i) 38,494,016 shares of Common Stock (including restricted Common Stock subject to vesting or forfeiture conditions) outstanding as of March 24, 2016 to be acquired pursuant to the merger multiplied by the aggregate transaction consideration of $18.25 per share and (ii) (A) 2,669,276 shares of Common Stock underlying outstanding options as of March 24, 2016 to be acquired pursuant to the merger with an exercise price of $18.25 or less multiplied by (B) the excess of the transaction consideration of $18.25 per share over the weighted average exercise price per share of $15.70.
	(4)	Proposed maximum aggregate value of transaction: $709,322,445.80
	(5)	Total fee paid: $71,428.77
ý	Fee paid previously with preliminary materials.
o	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
	(1)	Amount Previously Paid:
	(2)	Form, Schedule or Registration Statement No.:
	(3)	Filing Party:
	(4)	Filing Party:
	(5)	Date Filed:

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May 25, 2016

Rouse Properties, Inc.
1114 Avenue of the Americas, Suite 2800
New York, NY 10036

Dear Stockholder of Rouse Properties, Inc.:

You are cordially invited to attend a special meeting of the stockholders of Rouse Properties, Inc., a Delaware corporation (the "Company", "we", "our" or "us"), which we will hold at the offices of Sidley Austin LLP, 787 Seventh Avenue, New York, New York, on June 23, 2016, at 10:00 a.m. local time.

At the special meeting, holders of our common stock, par value $0.01 per share ("Common Stock"), will be asked to consider and vote upon a proposal to adopt an Agreement and Plan of Merger (as it may be amended from time to time, the "Merger Agreement"), dated as of February 25, 2016, by and among the Company, BSREP II Retail Pooling LLC, a Delaware limited liability company ("Parent"), BSREP II Retail Holdings Corp., a Delaware corporation and a wholly owned subsidiary of Parent ("Acquisition Sub") and, solely for the purposes stated therein, the "Guarantors" named therein.

The Merger Agreement provides for, among other things, the acquisition of the Company by Parent through a series of transactions consisting of: (i) after satisfaction or waiver of all closing conditions, an exchange (the "Exchange") of the Common Stock held by stockholders of the Company that are affiliated with Brookfield Asset Management, Inc. ("BAM"), which in the aggregate hold approximately 33.5% of the outstanding shares of Common Stock (the "Exchange Parties"), for new shares of Series I Preferred Stock of the Company pursuant to an Exchange Agreement entered into by and among the Company and the Exchange Parties (the "Exchange Agreement"); (ii) on the next business day, if applicable, certain transactions ("Requested Transactions") that Parent may request between signing and closing, including the declaration of an extraordinary cash dividend (in an amount to be determined by Parent in its discretion) to the holders of Common Stock (the "Closing Dividend"), if any—Parent has advised us that it currently intends not to request any Closing Dividend; and (iii) on the second business day after the Exchange, the merger of Acquisition Sub with and into the Company, with the Company surviving the merger as the surviving corporation (the "Merger").

Through the Closing Dividend (if any) and the Merger, each holder of Common Stock (other than Parent, Acquisition Sub, the Company, the Exchange Parties and those holders of Common Stock that have properly exercised and perfected their appraisal rights with respect to such shares), will receive $18.25 in cash per share (consisting of the per share Closing Dividend amount (if any) and the per share merger consideration), without interest thereon, at the closing of the transactions contemplated by the Merger Agreement (the "Transactions").

The Merger Agreement does not contain a financing condition, and Parent has represented that it has or will have at closing sufficient funds to enable Parent to consummate the Transactions and to pay related fees and expenses.

To assist in evaluating the fairness of the Merger to our stockholders, our board of directors (the "Board") formed a special committee (the "Special Committee") consisting of all the members of the Board, other than directors who are employed by BAM or its affiliates (the "Brookfield Directors"), to consider and negotiate the terms and conditions of the Merger Agreement and to make a recommendation with respect to the Transactions to the Board. The Special Committee unanimously determined that the Merger Agreement, the Exchange Agreement and the Transactions, including the Merger, were advisable and in the best interests of all the stockholders of the Company, approved the Merger Agreement, the Exchange Agreement and the Transactions, including the Merger, and recommended that the Board approve the Merger Agreement, the Exchange Agreement and the Transactions, including the Merger. The Board, other than the Brookfield Directors, each of whom recused himself and abstained due to his interest in the Transactions, upon the Special Committee's unanimous recommendation, unanimously determined that the Merger Agreement, the Exchange Agreement and the Transactions, including the Merger, were advisable and in the best interests of all

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the stockholders of the Company and approved the execution, delivery and performance of Merger Agreement and the Exchange Agreement and the consummation of the Transactions, including the Merger. The Special Committee and the Board (with the Brookfield Directors abstaining) unanimously recommend that the stockholders of the Company vote "FOR" the proposal to adopt the Merger Agreement. In arriving at its recommendation of the Merger Agreement, the Special Committee carefully considered a number of factors which are described in the enclosed proxy statement.

The enclosed proxy statement describes the Merger Agreement, the Merger and related agreements and transactions and provides specific information concerning the special meeting. In addition, you may obtain information about us from documents filed with the Securities and Exchange Commission. We urge you to read the entire proxy statement carefully, including the appendices, as well as the Schedule 13E-3, including the exhibits attached thereto, filed with the Securities and Exchange Commission, as they set forth the details of the Merger Agreement and other important information related to the Merger and related agreements and transactions.

Your vote is very important. The Merger cannot be completed unless holders of a majority of the outstanding shares of Common Stock vote in favor of adopting the Merger Agreement. In addition, the Merger Agreement contains a condition to the consummation of the Merger requiring that a majority of the outstanding shares of Common Stock not beneficially owned by Parent or any of its affiliates (including Brookfield Property Partners L.P. and its affiliates) vote in favor of adopting the Merger Agreement. Holders of Common Stock as of the record date have one vote for each share of Common Stock owned by such stockholder as of the close of business on the record date.

If you sign, date and return your proxy card without indicating how you wish to vote, unless you are a record holder as of the record date and attend the special meeting in person, your proxy will be voted in favor of the adoption of the Merger Agreement, the non-binding, advisory proposal regarding compensation that may become payable to the Company's named executive officers in connection with the Merger and any proposal to adjourn the special meeting to solicit additional proxies, if necessary. If you fail to vote or submit your proxy, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the special meeting and will have the same effect as a vote against the adoption of the Merger Agreement, but will not affect any vote regarding the adjournment of the special meeting to solicit additional proxies, if necessary.

While stockholders may exercise their right to vote their shares in person, we recognize that many stockholders may not be able to attend the special meeting. Accordingly, we have enclosed a proxy card that will enable your shares to be voted on the matters to be considered at the special meeting even if you are unable to attend. If you desire your shares to be voted in accordance with the Special Committee's recommendation, you need only sign, date and return the proxy card in the enclosed postage-paid envelope. Otherwise, please mark the proxy card to indicate your voting instructions, date and sign the proxy card and return it in the enclosed postage-paid envelope. You also may submit a proxy by using a toll-free telephone number or the Internet. We have provided instructions on the proxy card for using these convenient services.

Stockholders who do not vote in favor of the proposal to adopt the Merger Agreement will have the right to seek appraisal of the fair value of their shares of Common Stock if they deliver a demand for appraisal before the votes are taken on the Merger Agreement and comply with all applicable requirements under Delaware law, which are summarized herein and reproduced in their entirety in Annex F to the accompanying proxy statement.

Submitting a proxy will not prevent you from voting your shares in person if you subsequently choose to attend the special meeting.


		Sincerely,
		Andrew Silberfein President and Chief Executive Officer

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Neither the Securities and Exchange Commission nor any state securities regulatory agency has approved or disapproved the Merger and related agreements and transactions, passed upon the merits or fairness of the Merger and related agreements and transactions or passed upon the adequacy or accuracy of the disclosure in this document. Any representation to the contrary is a criminal offense.

This proxy statement is dated May 25, 2016
and is first being mailed to stockholders on or about May 25, 2016.

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Rouse Properties, Inc.
1114 Avenue of the Americas, Suite 2800
New York, NY 10036

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

To the Stockholders of Rouse Properties, Inc.:

NOTICE IS HEREBY GIVEN that a Special Meeting of the Stockholders of Rouse Properties, Inc. (the "Company", "we", "our" or "us") will be held at the offices of Sidley Austin LLP, 787 Seventh Avenue, New York, New York, at 10:00 a.m. local time on June 23, 2016, for the following purposes:

1.: to consider and vote on a proposal to adopt the Agreement and Plan of Merger (as it may be amended from time to time, the "Merger Agreement"), dated as of February 25, 2016, by and among the Company, BSREP II Retail Pooling LLC, a Delaware limited liability company ("Parent"), BSREP II Retail Holdings Corp., a Delaware corporation and a wholly owned subsidiary of Parent ("Acquisition Sub") and, solely for the purposes stated therein, Brookfield Strategic Real Estate Partners II-A L.P., a Delaware limited partnership, Brookfield Strategic Real Estate Partners II-A (ER) L.P., a Delaware limited partnership, Brookfield Strategic Real Estate Partners II-B L.P., a Delaware limited partnership, Brookfield Strategic Real Estate Partners II-C L.P., a Delaware limited partnership, Brookfield Strategic Real Estate Partners II-C (ER) L.P., a Delaware limited partnership, and Brookfield Strategic Real Estate Partners BPY Borrower L.P., a Delaware limited partnership (collectively, the "Guarantors");
2.: to consider and vote on a proposal to approve, by non-binding, advisory vote, compensation that may become payable to the Company's named executive officers in connection with the merger; and
3.: to consider and vote on a proposal to approve any adjournment of the special meeting, if necessary, to solicit additional proxies if there are insufficient votes at the time of the special meeting to adopt the Merger Agreement.

The holders of record of our common stock, par value $0.01 per share ("Common Stock"), at the close of business on May 24, 2016 are entitled to notice of and to vote at the special meeting or at any adjournment thereof. All stockholders of record are cordially invited to attend the special meeting in person. A list of our stockholders will be available at our headquarters located at 1114 Avenue of the Americas, Suite 2800, New York, NY 10036 during ordinary business hours for ten days prior to the special meeting.

Parent and Acquisition Sub are indirectly managed by Brookfield Asset Management, Inc. ("BAM"). BAM and its affiliates, including Brookfield Property Partners L.P. and its affiliates, beneficially own, in the aggregate, approximately 33.5% of the outstanding shares of Common Stock. The Merger Agreement provides for, among other things, the acquisition of the Company by Parent through a series of transactions consisting of: (i) after satisfaction or waiver of all closing conditions, an exchange of the Common Stock held by stockholders of the Company that are affiliated with BAM (the "Exchange Parties") for new shares of Series I Preferred Stock of the Company; (ii) on the next business day, if applicable, certain transactions that Parent may request between signing and closing, including the declaration of an extraordinary cash dividend (in an amount to be determined by Parent in its discretion) to the holders of Common Stock (the "Closing Dividend"), if any; and (iii) on the second business day after the Exchange, the merger of Acquisition Sub with and into the Company, with the Company surviving the merger as the surviving corporation (the "Merger").

As a result of the merger, the Company will be privately owned and will be controlled by BAM and its affiliates through their beneficial ownership of Parent and the Company.

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We have described the Merger Agreement, the Merger and the related transactions in the accompanying proxy statement, which you should read in its entirety before voting. A copy of the Merger Agreement is attached as Annex A to the proxy statement.

To assist in evaluating the fairness of the transactions contemplated by the Merger Agreement (the "Transactions") to our stockholders, our Board of Directors (the "Board") formed a special committee (the "Special Committee") consisting of all the members of the Board, other than directors who are employed by BAM or its affiliates (the "Brookfield Directors"), to consider and negotiate the terms and conditions of the Merger Agreement and to make a recommendation to the Board. The Special Committee unanimously determined that the Merger Agreement, the Exchange Agreement and the Transactions, including the Merger, were advisable and in the best interests of all the stockholders of the Company, approved the Merger Agreement, the Exchange Agreement and the Transactions, including the Merger, and recommended that the Board approve the Merger Agreement and the Transactions, including the Merger. The Board, other than the Brookfield Directors, each of whom recused himself and abstained due to his interest in the Transactions, upon the Special Committee's recommendation, unanimously determined that the Merger Agreement, the Exchange Agreement and the Transactions, including the Merger, were advisable and in the best interests of all the stockholders of the Company and approved the execution, delivery and performance of the Merger Agreement and the Exchange Agreement and the consummation of the Transactions, including the Merger.

The Special Committee and the Board (with the Brookfield Directors abstaining) unanimously recommend that the stockholders of the Company vote "FOR" the proposal to adopt the Merger Agreement and "FOR" the non-binding, advisory proposal to approve compensation that may become payable to the Company's named executive officers in connection with the Merger. In arriving at its recommendation of the Merger Agreement, the Special Committee carefully considered a number of factors which are described in the accompanying proxy statement.

Your vote is important, regardless of the number of shares of Common Stock you own. The adoption of the Merger Agreement requires, under Delaware law, the affirmative vote of holders of a majority of the outstanding shares of Common Stock. In addition, the Merger Agreement contains a condition to the consummation of the Merger requiring that a majority of the outstanding shares of Common Stock not beneficially owned by Parent or any of its affiliates (including Brookfield Property Partners L.P. and its affiliates) vote in favor of adopting the Merger Agreement. The proposal to adjourn the special meeting to solicit additional proxies, if necessary, and the non-binding, advisory proposal to approve compensation that may become payable to the Company's named executive officers in connection with the Merger, require the affirmative vote of a majority of the voting power of the shares present in person or represented by proxy at the meeting and entitled to vote thereon. Holders of Common Stock as of the record date have one vote for each share of Common Stock owned by such stockholder as of the close of business on the record date. Even if you plan to attend the special meeting in person, we request that you complete, sign, date and return the enclosed proxy card and thus ensure that your shares will be represented at the special meeting if you are unable to attend.

You also may submit a proxy by using a toll-free telephone number or the Internet. We have provided instructions on the proxy card for using these convenient services.

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proxies, if necessary. If you fail to vote or submit your proxy, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the special meeting and will have the same effect as a vote against the adoption of the Merger Agreement, but will not affect the vote regarding the non-binding, advisory proposal to approve compensation that may become payable to the Company's named executive officers in connection with the Merger or any adjournment of the special meeting to solicit additional proxies, if necessary.

Your proxy may be revoked at any time before the vote at the special meeting by following the procedures outlined in the accompanying proxy statement. If you are a stockholder of record, attend the special meeting and wish to vote in person, you may revoke your proxy and vote in person.


		BY ORDER OF THE BOARD OF DIRECTORS
		Susan Elman Executive Vice President, General Counsel and Secretary

Dated May 25, 2016
New York, New York

Important Notice Regarding the Availability of Proxy Materials for the Special Meeting of Stockholders To be Held on June 23, 2016

This Notice of Special Meeting of Stockholders and the accompanying Proxy Statement may be viewed, printed and downloaded free of charge from the Internet at www.rouseproperties.com.

YOUR VOTE IS IMPORTANT

Whether or not you plan to attend the special meeting, please complete, sign, date and return the enclosed proxy card. You also may submit a proxy by using a toll-free telephone number or the Internet. We have provided instructions on the proxy card for using these convenient services. Remember, if you do not return your proxy card or vote by proxy via telephone or the Internet or if you abstain from voting, that will have the same effect as a vote "against" adoption of the Merger Agreement. If you are a stockholder of record, attend the special meeting and wish to vote in person, you may revoke your proxy and vote in person.

If you have any questions or need assistance in voting your shares of Common Stock, then please call Morrow & Co., LLC, which is assisting the Company, toll-free at (855) 264-1296.

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SUMMARY TERM SHEET			1
QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER			15
SPECIAL FACTORS			20
The Parties to the Merger			20
Background of the Merger			20
Reasons for the Merger; Recommendation of the Special Committee and of the Board; Fairness of the Merger			34
The Board of Directors			40
Opinion of the Special Committee's Financial Advisor			41
Purpose and Reasons of the Parent Parties and the Brookfield Filing Persons for the Transactions			50
Positions of the Parent Parties and the Brookfield Filing Persons as to the Fairness of the Merger			51
Plans for the Company after the Merger			54
Certain Effects of the Merger and the Other Transactions			54
Financing for the Transactions			57
Interests of the Company's Directors and Executive Officers in the Merger			57
Projected Financial Information			63
Material United States Federal Income Tax Consequences of the Merger and the Closing Dividend			68
Regulatory Approvals			71
Anticipated Accounting Treatment of the Merger			71
Estimated Fees and Expenses			72
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING INFORMATION			72
THE SPECIAL MEETING			73
Date, Time and Place			73
Record Date and Quorum			73
Required Vote			74
Voting; Proxies; Revocation			74
Abstentions			76
Adjournments and Postponements			76
Solicitation of Proxies			76
Rights of Stockholders Who Seek Appraisal			77
THE MERGER AGREEMENT			78
Explanatory Note Regarding the Merger Agreement			78
Structure and Timing of the Transactions			78
Effect of the Merger on the Common Stock and the Series I Preferred Stock			79
Treatment of Stock Options, Restricted Common Stock and ESPP			79
Payment for the Common Stock in the Merger			80
Representations and Warranties			81
Conduct of Business Pending the Merger			83
Other Covenants and Agreements			86
Conditions to the Exchange			91
Termination			92
Fees and Expenses			93

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Litigation Relating to the Merger			94
Amendments and Waivers			95
Equitable Remedies			96
Limited Guarantee			96
AGREEMENTS INVOLVING COMMON STOCK; TRANSACTIONS BETWEEN THE EXCHANGE PARTIES AND THE COMPANY			97
Agreements Involving Common Stock			97
PROVISIONS FOR PUBLIC STOCKHOLDERS			98
IMPORTANT INFORMATION CONCERNING THE COMPANY			98
Company Background			98
Directors and Executive Officers			98
Prior Public Offerings			101
Selected Historical Financial Information			101
Ratio of Earnings to Fixed Charges and Preferred Stock Dividends			108
Book Value Per Share			108
Market Price of the Company's Common Stock			108
Security Ownership of Certain Beneficial Owners and Management			109
Ownership of Parent Following the Merger			112
Transactions in Common Stock			112
APPRAISAL RIGHTS			114
MULTIPLE STOCKHOLDERS SHARING ONE ADDRESS			115
ADVISORY VOTE REGARDING NON-BINDING MERGER-RELATED COMPENSATION PROPOSAL			115
SUBMISSION OF STOCKHOLDER PROPOSALS			116
IMPORTANT INFORMATION REGARDING THE PARENT PARTIES AND THE BROOKFIELD FILING PERSONS			117
WHERE YOU CAN FIND ADDITIONAL INFORMATION			122
ANNEX A MERGER AGREEMENT			A-1
ANNEX B OPINION OF MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED			B-1
ANNEX C VOTING AGREEMENT			C-1
ANNEX D SERIES I PREFERRED STOCK EXCHANGE AGREEMENT			D-1
ANNEX E LETTER AGREEMENT			E-1
ANNEX F SECTION 262 OF THE GENERAL CORPORATION LAW OF THE STATE OF DELAWARE			F-1

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SUMMARY TERM SHEET

This Summary Term Sheet discusses selected information contained in this proxy statement, including with respect to the Merger Agreement, as defined below, and the Merger, as defined below, and may not contain all the information about the Merger and related transactions that is important to you. We encourage you to read carefully this entire proxy statement, its annexes and the documents referred to or incorporated by reference in this proxy statement. The items in this Summary Term Sheet include page references directing you to a more complete description of that topic in this proxy statement.

The Parties to the Merger Agreement

Rouse Properties Inc.
1114 Avenue of the Americas, Suite 2800
New York, NY 10036
Tel: (212) 608-5108

Rouse Properties, Inc., referred to as the "Company", "we", "our" or "us", is a Delaware corporation organized in August 2011 and became a separate company when we were spun off from General Growth Properties, Inc. ("GGP") on January 12, 2012. As of December 31, 2015, the Company owns and manages 36 regional malls in 21 states totaling over 24.9 million square feet of retail and ancillary space. We focus on dominant regional malls in protected markets or submarkets in the United States that we believe have significant growth potential through lease-up, repositioning and/or redevelopment. Approximately 80% of our 36 mall assets are the only enclosed malls in their markets or submarkets. We actively manage all of our properties, performing the day-to-day functions, operations, leasing, maintenance, marketing and promotional services. Our platform is national in scope and we believe that it positions us to capitalize on existing department store, junior anchor and broad in-line retailer relationships across our portfolio. The tenant mix within our property portfolio is also balanced, with no single tenant representing more than 5% of our total revenue in 2015, and operate across the retail spectrum including department stores, retail mall shops, leading food court restaurants, fast casual restaurants and high volume sit down restaurants. We elected to be treated as a REIT in 2011. See "Important Information Concerning the Company—Company Background" beginning on page 98.

Additional information about the Company is contained in its public filings, which are incorporated by reference herein. See "Where You Can Find Additional Information" beginning on page 122.

BSREP II Retail Pooling LLC
c/o Brookfield Property Group
Brookfield Place
250 Vesey Street, 15th Floor
New York, NY 10281
Tel: (212) 417-7000

BSREP II Retail Pooling LLC, referred to as "Parent", is a newly formed Delaware limited liability company. Parent is managed by Brookfield Strategic Real Estate Partners II GP L.P. as managing shareholder, which is an affiliate of Brookfield Asset Management, Inc., an Ontario corporation, referred to as "BAM". BAM, together with certain of its affiliates, including Brookfield Property Partners L.P., referred to as "BPY", beneficially own approximately 33.5% of the Company's outstanding shares of common stock, par value $0.01 per share, referred to as the "Common Stock". Immediately prior to the effective time of the Merger, such stockholders of the Company that are affiliated with BAM and BPY, collectively referred to as the "Exchange Parties", will exchange their shares of Common Stock for new shares of Series I Preferred Stock of the Company. Parent was

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formed solely for the purpose of engaging in the Merger and other related transactions. Parent has not engaged in any business other than in connection with the Merger and other related transactions. See "Special Factors—The Parties to the Merger—Parent" beginning on page 20.

BSREP II Retail Holdings Corp.
c/o Brookfield Property Group
Brookfield Place
250 Vesey Street, 15th Floor
New York, NY 10281
Tel: (212) 417-7000

BSREP II Retail Holdings Corp., referred to as "Acquisition Sub" (and together with Parent, the "Parent Parties"), is a Delaware corporation. Acquisition Sub is a wholly owned subsidiary of Parent and was formed solely for the purpose of engaging in the Merger and other related transactions. Acquisition Sub has not engaged in any business other than in connection with the Merger and other related transactions. See "Special Factors—The Parties to the Merger—Acquisition Sub" beginning on page 20.

The Guarantors (as defined below)
c/o Brookfield Property Group
Brookfield Place
250 Vesey Street, 15th Floor
New York, NY 10281
Tel: (212) 417-7000

Brookfield Strategic Real Estate Partners II-A L.P., a Delaware limited partnership, Brookfield Strategic Real Estate Partners II-A (ER) L.P., a Delaware limited partnership, Brookfield Strategic Real Estate Partners II-B L.P., a Delaware limited partnership, Brookfield Strategic Real Estate Partners II-C L.P., a Delaware limited partnership, Brookfield Strategic Real Estate Partners II-C (ER) L.P., a Delaware limited partnership, and Brookfield Strategic Real Estate Partners BPY Borrower L.P., a Delaware limited partnership (collectively, "the Guarantors" and together with BAM and the Exchange Parties, the "Brookfield Filing Persons") are private investment funds managed by its general partner Brookfield Strategic Real Estate Partners II GP L.P., which is an affiliate of BAM.

The Merger Agreement (Page 76 and Annex A)

You will be asked to consider and vote upon the proposal to adopt the Agreement and Plan of Merger, dated as of February 25, 2016, by and among the Company, Parent, Acquisition Sub and, for the limited purposes set forth therein, the Guarantors, which, as it may be amended from time to time, is referred to as the "Merger Agreement" and is attached to this proxy statement as Annex A.

The Merger Agreement provides for, among other things, the acquisition of the Company by Parent through a series of transactions consisting of: (i) after satisfaction or waiver of all closing conditions, an exchange (the "Exchange") by the Exchange Parties, for new shares of Series I Preferred Stock of the Company ("Series I Preferred Stock"); (ii) on the next business day, if applicable, certain transactions if any, that Parent may request between signing and closing, including the declaration of an extraordinary cash dividend (in an amount to be determined by Parent in its discretion) to the holders of Common Stock, which is referred to as the "Closing Dividend"—Parent has advised us that it currently intends not to request any Closing Dividend; and (iii) on the second business day after the Exchange, the merger of Acquisition Sub with and into the Company, with the Company surviving the merger as the surviving corporation (the "Surviving Corporation"), which is referred to as the "Merger".

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Through the Closing Dividend (if any) and the Merger, each holder of Common Stock, other than Parent, Acquisition Sub, the Company and the Exchange Parties and those holders of Common Stock that have properly exercised and perfected their appraisal rights with respect to such shares, will receive $18.25 in cash per share (consisting of the per share Closing Dividend amount (if any) and the per share merger consideration), without interest thereon, at the closing of the transactions contemplated by the Merger Agreement, which are referred to as the "Transactions". In connection with the closing, each option to purchase Common Stock that remains outstanding as of immediately prior to the effective time of the Merger will become vested (if then unvested) in full and cancelled, and each holder thereof will be entitled to receive in respect of such option an amount in cash (without interest) equal to the number of shares of Common Stock subject to such option multiplied by the positive difference (if any) between $18.25 and per share exercise price of such option. Also in connection with the closing, each share of Common Stock that is subject to vesting or forfeiture conditions, which is referred to as "Company Restricted Stock", that remains outstanding immediately prior to the effective time of the Merger will be cancelled, and each holder thereof will be entitled to receive $18.25 in cash per share (consisting of the per share Closing Dividend amount (if any) and the per share merger consideration) of Company Restricted Stock, without interest thereon.

The terms of the Merger Agreement, including the amount of the consideration payable to the Company's stockholders thereunder, were the result of extensive negotiations between the Special Committee (as defined below) and BAM during which the Special Committee was deliberate in its process to analyze and evaluate BAM's initial proposal and to negotiate with BAM the terms of the proposed Merger Agreement. As such, the consideration represents a negotiated amount for the acquisition of the Common Stock not already owned by the Exchange Parties and their affiliates through the proposed Closing Dividend (if any) and Merger.

The Special Meeting (Page 73)

A special meeting, referred to as the "Special Meeting", will be held at the offices of Sidley Austin LLP, 787 Seventh Avenue, New York, New York, on June 23, 2016, at 10:00 a.m. local time.

Record Date and Quorum (Page 73)

The holders of record of the Common Stock as of the close of business on May 24, 2016, the record date for determination of stockholders entitled to notice of and to vote at the Special Meeting, are entitled to receive notice of and to vote at the Special Meeting.

The presence at the Special Meeting, in person or by proxy, of the holders of a majority of shares of Common Stock outstanding on the record date will constitute a quorum, permitting the Company to conduct its business at the Special Meeting.

Required Vote (Page 74)

For the Company to complete the Merger, under Delaware law, holders of a majority of the outstanding shares of Common Stock at the close of business on the record date must vote "FOR" the adoption of the Merger Agreement, such vote referred to as the "Stockholder Approval". Subject to the terms of a Voting Agreement, the Exchange Parties have agreed to vote all shares of Common Stock they beneficially own in favor of approving and adopting the Merger Agreement. See "Agreements Involving Common Stock; Transactions Between the Exchange Parties and the Company—Agreements Involving Common Stock—Voting Agreement" beginning on page 97. The Exchange Parties beneficially own approximately 33.5% of the outstanding Common Stock.

In addition, the Merger Agreement contains a condition to the consummation of the Merger requiring that a majority of the outstanding shares of Common Stock not beneficially owned by Parent or any of its affiliates (including BPY and its affiliates) vote in favor of adopting the Merger

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Agreement, such vote referred to as the "Minority Approval". Holders of Common Stock as of the record date have one vote for each share of Common Stock owned by such stockholder as of the close of business on the record date.

As of the record date, there were 57,886,782 shares of Common Stock outstanding, of which the Exchange Parties and their affiliates may be deemed to beneficially own 19,387,625 shares, representing in the aggregate approximately 33.5% of the outstanding shares of Common Stock as of the record date.

Because the Exchange Parties and their affiliates may be deemed to own beneficially 19,387,625 shares of outstanding Common Stock, an additional approximately 19,249,580 shares of Common Stock (representing a majority of the outstanding shares of Common Stock held by all other stockholders), or approximately 33.3% of the outstanding shares of Common Stock, must vote in favor of adopting the Merger Agreement to satisfy the required vote under the Merger Agreement.

Except in their capacities as members of our board of directors and/or the special committee of directors of our board of directors formed after BAM, on behalf of a real estate fund managed by BAM, offered to acquire all the outstanding shares of the Company's Common Stock, other than those shares held by the Exchange Parties, no officer or director of the Company, nor any of the Exchange Parties, has made any recommendation either in support of or in opposition to the Transactions, including the Merger, or the Merger Agreement. The directors and current executive officers of the Company have informed the Company that as of the date of this proxy statement, they intend to vote in favor of adopting the Merger Agreement. Our board of directors is referred to as the "Board" and the special committee of the Board formed after the BAM offer was received is referred to as the "Special Committee". Unless otherwise stated, all references in this proxy statement to the Board relating to the Board's consideration, discussion, evaluation, recommendation and/or approval of Merger Agreement and the Transactions, including the Merger, exclude Jeffrey Blidner, who is a Senior Managing Partner of BAM, Richard Clark, who is a Senior Managing Partner of BAM and the Chairman of the Brookfield Property Group and BPY, and Brian Kingston, who is a Senior Managing Partner of BAM and the Chief Executive Officer of the Brookfield Property Group and BPY, who are referred to as the "Brookfield Directors", and each of whom abstained and recused themselves from all discussions of the Board relating to the Transactions, including the Merger.

Stockholders holding a majority of the aggregate voting power of the Common Stock present in person or represented by proxy at the meeting and entitled to vote must vote "FOR" the non-binding, advisory proposal regarding compensation that may become payable to the Company's named executive officers in connection with the Merger (as described in the "Special Factors—Interests of the Company's Directors and Executive Officers in the Merger—Interests of Named Executive Officers" section starting on page 57), referred to as the "Non-Binding Merger-Related Compensation Proposal", in order for such proposal to be approved. Approval of the Non-Binding Merger-Related Compensation Proposal is not a condition to the completion of the Merger, and the vote with respect to the Non-Binding Merger-Related Compensation Proposal is advisory only and will not be binding on Parent or the Company.

Providing Voting Instructions by Proxy

If you are a stockholder of record, you may provide voting instructions by (i) submitting a proxy by telephone or via the Internet or (ii) submitting the proxy card attached to this proxy statement.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted in favor of the adoption of the Merger Agreement, the approval of the Non-Binding Merger-Related Compensation Proposal and any proposal to adjourn the special meeting, if necessary, to solicit additional proxies. If you fail to vote or return your proxy card, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the special meeting (unless you are a record holder as of the record date and attend the special meeting in

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person) and will have the same effect as a vote against the adoption of the Merger Agreement, but will not affect the vote regarding the Non-Binding Merger-Related Compensation Proposal or any adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies. If your shares are held by a bank, broker or other nominee on your behalf in "street name", your bank, broker or other nominee will send you instructions as to how to provide voting instructions for your shares by proxy. In accordance with the rules of the New York Stock Exchange, referred to as the "NYSE", if a beneficial owner of shares does not provide specific voting instructions to a bank, broker or other nominee that holds shares in "street name" for such beneficial owner, such bank, broker or other nominee has the authority to exercise its voting discretion on any matter the NYSE determines to be a "routine" proposal. However, such bank, broker or other nominee is not allowed to exercise its voting discretion on any matter the NYSE determines to be a "non-routine" proposal. Further, if one or more, but not all, of the matters to be voted upon are "routine" proposals, then a bank, broker or other nominee that does not receive specific voting instructions from the beneficial owner of shares may exercise its voting discretion with respect to the "routine" proposals and may not exercise its voting discretion with respect to the "non-routine" proposals (i.e., a "broker non-vote"). Because all three proposals described in this proxy statement are considered "non-routine" proposals, we do not expect any shares of Common Stock that are held by a banker, broker or nominee for which such bank, broker or nominee has not received voting instructions to be present in person or represented by proxy at the Special Meeting, in which case there will not be any broker non-votes. Any such shares of Common Stock not voted, in person or by proxy, at the Special Meeting will have the same effect as a vote "AGAINST" adoption of the Merger Agreement, but will have no effect on any adjournment proposal or the Non Binding Merger Related Compensation Proposal.

Abstentions

Abstentions will be included in the calculation of the number of shares of Common Stock represented at the Special Meeting for purposes of determining whether a quorum has been achieved. Abstaining from voting will have the same effect as a vote "AGAINST" the proposal to adopt the Merger Agreement, "AGAINST" the Non-Binding Merger-Related Compensation Proposal and "AGAINST" any adjournment proposal.

Certain Effects of the Merger and the Other Transactions (Page 54)

If the Stockholder Approval and Minority Approval in favor of the proposals to adopt the Merger Agreement are obtained and the other conditions to the closing of the Merger, referred to as the "Closing", are either satisfied or waived, (i) the Exchange Parties will exchange all of their shares of Common Stock for Series I Preferred Stock of the Company, (ii) on the next business day, if applicable, any Requested Transactions requested by Parent will be consummated, including the declaration of any Closing Dividend, and (iii) on the second business day after the Exchange, Acquisition Sub will be merged with and into the Company with the Company being the Surviving Corporation.

Through the Closing Dividend (if any—Parent has advised us that it currently intends not to request any Closing Dividend) and the Merger, each holder of Common Stock, (other than the Exchange Parties and those holders of Common Stock that have properly exercised and perfected their appraisal rights with respect to such shares), will receive $18.25 in cash per share (consisting of the per share Closing Dividend amount (if any) and per share merger consideration), without interest thereon, at the Closing of the Transactions, which we refer to as the "transaction consideration." In connection with the Closing, each option to purchase Common Stock that remains outstanding as of immediately prior to the effective time of the Merger will become vested (if then unvested) in full and cancelled, and each holder thereof will be entitled to receive in respect of such option an amount in cash (without interest) equal to the number of shares of Company Common Stock subject to such option multiplied

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by the positive difference (if any) between $18.25 and the per share exercise price of such option. Also in connection with the Closing, each share of Company Restricted Stock that remains outstanding immediately prior to the effective time of the Merger will be cancelled, and each holder thereof will be entitled to receive $18.25 in cash per share of Company Restricted Stock (consisting of the per share Closing Dividend amount and the per share merger consideration), without interest thereon.

Following the completion of the Merger, the Company's Common Stock will no longer be publicly traded, and you will have the right to receive the per share transaction consideration, but you will cease to have any ownership interest in the Company (except for the right to receive the per share transaction consideration and except that stockholders who properly exercise and perfect their demand for right of appraisal will instead have the right to receive a payment for the "fair value" of their shares as determined pursuant to an appraisal proceeding as contemplated by Delaware law, as described under "Appraisal Rights" beginning on page 114).

Treatment of Stock Options, Restricted Common Stock & the Series I Preferred Stock (Page 79)

Each option to purchase Common Stock that remains outstanding as of immediately prior to the effective time of the Merger will become vested (if then unvested) in full and cancelled, and each holder thereof will be entitled to receive in respect of such option an amount in cash (without interest) equal to the number of shares of Common Stock subject to such option multiplied by the positive difference (if any) between $18.25 and the per share exercise price of such option.

Each share of Company Restricted Stock that remains outstanding immediately prior to the effective time of the Merger will be cancelled, and each holder thereof will be entitled to receive $18.25 in cash per share of Company Restricted Stock (consisting of the per share Closing Dividend amount and the per share merger consideration), without interest thereon.

The Company's 2014 Employee Stock Purchase Plan, referred to as the "Company ESPP," will be cancelled and terminated as of the effective time of the Merger. The Company shall distribute to each participant in the Company ESPP all of his or her accumulated payroll deductions with respect to the offering period then in effect (if any).

Conditions to the Exchange (Page 91)

The respective obligations of the Exchange Parties and the Company to effect the Exchange are subject to the satisfaction or waiver, at or prior to the effective time of the Exchange, of each of the following mutual conditions:

•: the Stockholder Approval and the Minority Approval shall have been obtained; and
•: no court or U.S. governmental entity shall have entered any law that prohibits consummation of any transaction contemplated by the Merger Agreement or instituted any lawsuit, litigation or other legal proceeding before any United States court or other governmental authority that seeks to restrain, enjoin or otherwise prohibit the consummation of Transactions.

The obligations of the Exchange Parties to effect the Exchange are also subject to the satisfaction or waiver by Parent at or prior to the effective time of the Exchange of the following additional conditions:

•: each of the representations and warranties of the Company set forth in the Merger Agreement, in each case made as if none of such representations and warranties contained any qualifications or limitations as to materiality or material adverse effect, shall be accurate as of the date of the Merger Agreement and as of the date of the consummation of the Exchange (the "Exchange Closing Date") (except to the extent that any such representation or warranty is made as of an earlier date, in which case the representation or warranty shall have been accurate as of such

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earlier date), except that any inaccuracies will be disregarded if the circumstances giving rise to all such inaccuracies, in the aggregate, do not constitute, and would not reasonably be expected to have, a material adverse effect; provided that the representations and warranties of the Company pertaining to corporate organization and good standing, corporate power and enforceability, requisite stockholder approval, subsidiaries, brokers, opinion of financial advisor, state anti-takeover statutes and no rights plan shall be true and correct in all material respects; provided further that the representations and warranties of the Company pertaining to capitalization shall be accurate in all respects, except that any inaccuracies in such representations and warranties that in the aggregate do not cause the aggregate transaction consideration required to be paid by Parent to increase by $1.0 million or more will be disregarded, and Parent shall have received a certificate from the Company's Chief Executive Officer to such effect;

•: the Company shall have complied with and performed in all material respects all covenants and agreements required to be performed or complied with by it under the Merger Agreement at or prior to the Exchange Closing Date, and Parent shall have received a certificate from the Company's Chief Executive Officer to such effect;
•: since the date of the Merger Agreement, there shall not have been any, and no event shall have occurred or circumstance shall exist that, in combination with any other events or circumstances, would reasonably be expected to have or result in, a material adverse effect, and Parent shall have received a certificate from the Company's Chief Executive Officer to such effect; and
•: Parent shall have received a written opinion of Sidley Austin LLP with respect to certain matters concerning the Company's qualification and taxation as a real estate investment trust.

The obligations of the Company to effect the Exchange is subject to the satisfaction or waiver, at or prior to the effective time of the Exchange, of the following additional conditions:

•: each of the representations and warranties of Parent and Acquisition Sub set forth in the Merger Agreement shall be true and accurate in all material respects as of the date of the Merger Agreement and as of the Exchange Closing Date (other than any such representation and warranty made as of a specific earlier date, which shall have been accurate in all respects as of such earlier date), except that any inaccuracies in such representations and warranties will be disregarded if the circumstances giving rise to all such inaccuracies (considered collectively) would not prevent or materially delay consummation of the Merger or otherwise prevent Parent or Acquisition Sub from performing any of their material obligations under the Merger Agreement, and the Company shall have received a certificate from an authorized officer of Parent to such effect; and
•: Parent and Acquisition Sub shall have complied with and performed in all material respects all covenants and agreements required to be performed or complied with by them under the Merger Agreement at or prior to the Exchange Closing Date, and the Company shall have received a certificate from an authorized officer of Parent to such effect.

When the Merger Will be Completed

We anticipate completing the Merger during the third quarter of 2016, subject to receipt of the Stockholder Approval and Minority Approval and the satisfaction of the other conditions to Closing.

Reasons for the Merger; Recommendation of the Special Committee and of the Board; Fairness of the Merger (Page 34)

The Special Committee and the Board (other than the Brookfield Directors), after receiving the recommendation of the Special Committee, unanimously recommend that the stockholders of the

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Company vote "FOR" the proposal to adopt the Merger Agreement. For a description of the reasons considered by the Special Committee and the Board, see "Special Factors—Reasons for the Merger; Recommendation of the Special Committee and of the Board; Fairness of the Merger" beginning on page 34.

Opinion of the Special Committee's Financial Advisor (Page 41 and Annex B)

In connection with Parent's proposed acquisition of the Company, referred to below as the "transaction," the Special Committee's financial advisor, Merrill Lynch, Pierce, Fenner & Smith Incorporated, referred to as BofA Merrill Lynch, delivered a written opinion, dated February 24, 2016, to the Special Committee as to the fairness, from a financial point of view and as of such date, to the holders of Common Stock (other than Parent, Acquisition Sub, the Guarantors, the Exchange Parties and their respective affiliates) of the $18.25 per share consideration to be received by such holders in connection with the transaction. The full text of BofA Merrill Lynch's written opinion, dated February 24, 2016, is attached as Annex B to this proxy statement and sets forth, among other things, the assumptions made, procedures followed, factors considered and limitations and qualifications on the review undertaken by BofA Merrill Lynch in rendering its opinion. BofA Merrill Lynch delivered its opinion to the Special Committee for the benefit and use of the Special Committee (in its capacity as such) in connection with and for purposes of its evaluation of the per share consideration from a financial point of view. BofA Merrill Lynch's opinion did not address any other terms or other aspects or implications of the transaction or related transactions and no opinion or view was expressed as to the relative merits of the transaction or related transactions in comparison to other strategies or transactions that might be available to the Company or in which the Company might engage or as to the underlying business decision of the Company to proceed with or effect the transaction or any related transaction. BofA Merrill Lynch also expressed no opinion or recommendation as to how any stockholder should vote or act in connection with the transaction, any related transactions or any other matter.

Purpose and Reasons of the Parent Parties and the Brookfield Filing Persons for the Transactions (Page 50)

Under the SEC rules governing "going private" transactions, each of the Parent Parties and the Brookfield Filing Persons may be deemed an affiliate of the Company and, therefore, is required to express its purposes and reasons for the Transactions to the Company's "unaffiliated security holders," as defined under Rule 13e-3 of the Exchange Act. For a description of the Parent Parties' and the Brookfield Filing Persons' purposes and reasons for the Transactions to the Company's unaffiliated security holders, see "Special Factors—Purpose and Reasons of the Parent Parties and the Brookfield Filing Persons for the Merger" beginning on page 50.

Positions of the Parent Parties and the Brookfield Filing Persons as to the Fairness of the Transactions (Page 51)

Under the SEC rules governing "going private" transactions, each of the Parent Parties and the Brookfield Filing Persons (see "Important Information Regarding the Parent Parties and the Brookfield Filing Persons—The Brookfield Filing Persons" beginning on page 117) may be deemed an affiliate of the Company and, therefore, is required to express its beliefs as to the fairness of the Transactions, including the Merger, to the Company's "unaffiliated security holders," as defined under Rule 13e-3 of the Exchange Act. For a description of the Parent Parties' and the Brookfield Filing Persons' beliefs as to the fairness of the Transactions, including the Merger, to the Company's unaffiliated security holders, see "Special Factors—Positions of the Parent Parties and the Brookfield Filing Persons as to the Fairness of the Transactions" beginning on page 51.

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Financing for the Transactions (Page 57)

Parent estimates that the total amount of funds required to complete the Transactions and pay related fees and expenses will be approximately $726.0 million. Parent expects this amount to be funded through a combination of cash on hand and available capital commitments. Any such capital commitments are, and at the Closing will be, unconditionally available to Parent from the Guarantors. Parent does not currently have any alternative financing arrangements in place.

Interests of the Company's Directors and Executive Officers in the Merger (Page 57)

In considering the recommendation of the Special Committee and the Board with respect to the Merger Agreement, you should be aware that some of the Company's directors and executive officers have interests in the Merger that are different from, or in addition to, the interests of the Company's stockholders generally. These interests include, among others:

•: if the Merger is completed, the Company's Common Stock will be 100% beneficially owned, as of the Closing, by Parent, an affiliate of BAM;
•: indemnification and insurance arrangements with officers and directors following the effective time of the Merger;
•: the right to continued indemnification and insurance coverage for directors and executive officers of the Company following the completion of the Merger, pursuant to the terms of the Merger Agreement;
•: the accelerated vesting of all Company stock options and the conversion to cash of Company Restricted Stock held by the directors and executive officers of the Company upon completion of the Merger;
•: the payment to each member of the Special Committee (other than Mr. Silberfein) of a one-time retainer fee of $50,000 and an additional $10,000 for the chairman of the Special Committee, as well as reimbursement by the Company of all reasonable costs incurred by each member (other than Mr. Silberfein) in connection with his or her service on the Special Committee;
•: the Retention Plan, which provides for certain payments to be made to the Company's named executive officers and certain other senior executives identified herein upon the occurrence of certain events related to the Merger; and
•: other interests discussed in the section entitled "Special Factors—Interests of Company's Directors and Executive Officers in the Merger" beginning on page 57.

The Special Committee and the Board were aware of the different or additional interests set forth herein and considered such interests along with other matters in approving the Merger Agreement and the Transactions, including the Merger.

Material United States Federal Income Tax Considerations (Page 68)

The receipt of cash in the Merger as well as the receipt of cash in the form of the Closing Dividend (if any) will generally be taxable transactions for U.S. federal income tax purposes. If you are a U.S. holder for U.S. federal income tax purposes, your receipt of cash in the Merger in exchange for your shares of Common Stock will generally cause you to recognize a gain or loss in an amount equal to the difference, if any, between the cash you receive in the Merger and your adjusted tax basis in your shares. If you are a non-U.S. holder, you generally will not be subject to U.S. federal income tax in respect of the receipt of cash in the Merger unless you have certain connections to the United States.

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For U.S. federal income tax purposes, Parent intends that any Closing Dividend be treated as a dividend distribution to holders of shares of Common Stock to the extent of the Company's current and accumulated earnings and profits. Notwithstanding the intended U.S. federal income tax treatment described herein, the federal income tax treatment of the Closing Dividend, if any, is not free from doubt and under general step transaction principles the Closing Dividend, if any, could be treated as additional cash consideration received in the Merger. You should consult your own tax advisors for a complete understanding of the tax consequences of the receipt of the merger consideration and any Closing Dividend in your particular circumstances.

Anticipated Accounting Treatment of the Merger (Page 71)

The Company, as the Surviving Corporation, will account for the Merger as a business combination using the acquisition method of accounting for financial accounting purposes, whereby the consideration transferred will be allocated to the identifiable assets acquired and liabilities assumed following FASB Accounting Standards Codification Topic 805, Business Combinations.

Rights of Stockholders Who Seek Appraisal (Page 77)

If the Merger Agreement is adopted by stockholders of the Company, stockholders who do not vote in favor of the proposal to adopt the Merger Agreement and who properly exercise and perfect their demand for appraisal of their shares will be entitled to appraisal rights in connection with the Merger under Section 262 of the General Corporation Law of the State of Delaware, which we refer to as the DGCL. This means that holders of Common Stock are entitled to have their shares appraised by the Delaware Court of Chancery and to receive payment in cash of the "fair value" of the shares of Common Stock, exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with interest to be paid upon the amount determined to be fair value, if any, as determined by the court. Stockholders of the Company who wish to seek appraisal of their shares are in any case encouraged to seek the advice of legal counsel with respect to the exercise of appraisal rights due to the complexity of the appraisal process.

Stockholders of the Company considering seeking appraisal should be aware that the fair value of their shares as determined pursuant to Section 262 of the DGCL could be more than, the same as or less than the value of the consideration they would receive pursuant to the Merger if they did not seek appraisal of their shares.

To exercise your appraisal rights, you must submit a written demand for appraisal to the Company before the votes are taken on the proposal to adopt the Merger Agreement, you must not submit a blank proxy or otherwise vote in favor of the proposal to adopt the Merger Agreement and you must continue to hold the shares of Common Stock of record through the effective time of the Merger. Your failure to follow the procedures specified under the DGCL will result in the loss of your appraisal rights. The DGCL requirements for exercising appraisal rights are described in further detail in this proxy statement, and the relevant section of the DGCL regarding appraisal rights is reproduced and attached as Annex F to this proxy statement. If you hold your shares of Common Stock through a broker, bank or other nominee and you wish to exercise appraisal rights, you should consult with your broker, bank or other nominee to determine the appropriate procedures for the making of a demand for appraisal by such broker, bank or other nominee.

No Solicitation (Page 86)

In the Merger Agreement, the Company agreed that it and its subsidiaries will, and will cause each of its and their representatives to, immediately cease any discussions, negotiations, or communications with any party with respect to any Acquisition Proposal (as such term is defined in the "The Merger Agreement—Other Covenants and Agreements—No Solicitation" section beginning on page 86). Further,

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the Company agreed that it and its subsidiaries will not, and will cause its and their representatives not to, directly or indirectly:

•: solicit, initiate, knowingly facilitate or knowingly encourage any Acquisition Proposal;
•: participate in any negotiations regarding, or furnish to any person any nonpublic information with respect to, any Acquisition Proposal;
•: engage in discussions with any person with respect to any Acquisition Proposal;
•: approve or recommend any Acquisition Proposal;
•: enter into any letter of intent or similar document or any agreement or commitment providing for any Acquisition Proposal; or
•: take any action to make the provisions of any "fair price," "moratorium," "control share acquisition," "business combination" or other similar anti-takeover statute or regulation (including any transaction under, or a third party becoming an "interested stockholder" under, Section 203 of the DGCL), or any restrictive provision of any applicable anti-takeover provision in the certificate of incorporation or bylaws of the Company, inapplicable to any person other than Parent and its affiliates or to any transactions constituting or contemplated by an Acquisition Proposal.

However, prior to the receipt of the Stockholder Approval and Minority Approval, the Company may, in response to an unsolicited bona fide Acquisition Proposal that did not result from a breach of the restrictions described in the above paragraph which the Special Committee determines in good faith, after consultation with the Company's outside counsel and financial advisor, constitutes or is reasonably likely to lead to a Superior Proposal (as such term is defined below in the "The Merger Agreement—Other Covenants and Agreements—No Solicitation" section beginning on page 86), and, after consultation with outside counsel, that the failure to take the following actions would be inconsistent with the Special Committee's fiduciary duties under Delaware law, and subject to the Company entering into an acceptable confidentiality agreement with the person making such Acquisition Proposal:

•: furnish information to the person making such Acquisition Proposal, provided that all such information is also substantially concurrently made available to Parent; and
•: engage in discussions and negotiations with such person with respect to such Acquisition Proposal.

The Company or its subsidiaries may not terminate, amend or waive any rights under any "standstill" or other similar agreement between the Company and any third party, unless the Special Committee determines in good faith, after consultation with outside legal counsel, that the failure to take such action would be inconsistent with its fiduciary duties under Delaware law.

Except as described below, neither the Board nor the Special Committee may withhold, withdraw, amend, qualify or modify in a manner adverse to Parent or Acquisition Sub, or publicly propose to withhold, withdraw, amend, qualify or modify in a manner adverse to Parent or Acquisition Sub, the Board's recommendation that stockholders adopt the Merger Agreement, or approve, endorse or recommend an Acquisition Proposal (each of the foregoing is referred to as a "Company Board Recommendation Change"). A "stop, look and listen" communication by the Special Committee to the stockholders pursuant to Rule 14d-9(f) of the Exchange Act, a statement that the Special Committee has received and is currently evaluating a written proposal or offer regarding a competing proposal or a factually accurate public statement by the Company that describes the Company's receipt of an Acquisition Proposal and that the Company is evaluating such Acquisition Proposal will not be considered a Company Board Recommendation Change as long as the Special Committee expressly

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publicly reconfirms in such disclosure the recommendation that stockholders adopt the Merger Agreement.

At any time prior to the Stockholder Approval and Minority Approval having been obtained, the Board or the Special Committee may make a Company Board Recommendation Change only in response to (A) the Company receiving an unsolicited, bona fide written Acquisition Proposal not involving a breach of the Merger Agreement that the Special Committee (or the Board) determines in good faith, after consultation with its financial advisor and outside legal counsel, constitutes a Superior Proposal or (B) an Intervening Event (as such term is defined below in the "The Merger Agreement—Other Covenants and Agreements—No Solicitation" section beginning on page 86). In addition, at any time prior to the Stockholder Approval and Minority Approval having been obtained, the Board or the Special Committee may, if the Company has complied with its no solicitation obligations under the Merger Agreement, cause the Company to terminate the Merger Agreement and, substantially concurrently with, and as a condition to, such termination, cause the Company to enter into a definitive written agreement providing for such Superior Proposal, subject to payment by the Company of a termination fee, as further described under "The Merger Agreement—Fees and Expenses—Payment of Termination Fee or Reimbursement of Fees and Expenses by the Company" beginning on page 93.

Nothing described in the "The Merger Agreement—Other Covenants and Agreements—No Solicitation" section beginning on page 86 will prohibit the Company, the Board or the Special Committee from complying with securities laws in respect of any Acquisition Proposal, including making any disclosure to the stockholders of the Company. However, any public disclosure by the Company relating to an Acquisition Proposal shall be deemed to be a Company Board Recommendation Change unless the Board expressly publicly reaffirms its approval or recommendation of the Merger Agreement and the Merger in such disclosure, or in the case of a "stop, look and listen" or similar communication, in a subsequent disclosure.

Other than as otherwise described in the "The Merger Agreement—Other Covenants and Agreements—No Solicitation" section beginning on page 86, neither the Board nor any committee thereof will, directly or indirectly, effect a Company Board Recommendation Change, take any formal action or make any recommendation or public statement in connection with a tender offer or exchange offer other than a recommendation against such offer or a temporary "stop, look and listen" communication or approve any agreement, arrangement or understanding relating to, or that may reasonably be expected to lead to, any Acquisition Proposal.

Termination (Page 92)

The Merger Agreement may be terminated and the Transactions may be abandoned at any time prior to the Exchange Effective Time, whether before or after receipt of the Stockholder Approval and the Minority Approval:

•

by mutual written agreement of Parent and the Company;

•

by either Parent or the Company, if:

•: the Merger shall not have been consummated by October 31, 2016, referred to as the "Termination Date", provided that the right to terminate the Merger Agreement pursuant to this provision is not available to any party whose action or failure to fulfill any of its material obligations under the Merger Agreement has been the principal cause of or resulted in the failure of the Merger to be consummated by such date;
•: either of the Stockholder Approval or the Minority Approval is not obtained at a meeting of the Company stockholders, including any adjournments or postponements of such meeting; or

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•: any order, judgment, decision, decree, injunction, ruling, writ or assessment of a governmental authority permanently restraining, enjoining or otherwise prohibiting consummation of any transaction contemplated by the Merger Agreement becomes final and non-appealable;

•

by Parent, if:

•: the Company shall have breached or otherwise violated any of its material covenants, agreements or other obligations under the Merger Agreement or the Exchange Agreement (together, the "Transaction Agreements"), or any of the representations and warranties of the Company in any Transaction Agreement shall have become inaccurate, in the circumstances described under "The Merger Agreement—Termination" beginning on page 92; or
•: a Triggering Event, as described under "The Merger Agreement—Termination" beginning on page 92, shall have occurred before the adoption of the Merger Agreement by the Stockholder Approval and Minority Approval;

•

by the Company, if:

•: Parent or Acquisition Sub shall have breached or otherwise violated any of their respective material covenants, agreements or other obligations under any Transaction Agreement or any of the representations and warranties of Parent and Acquisition Sub in any Transaction Agreement shall have become inaccurate, in the circumstances described below in "The Merger Agreement—Termination" beginning on page 92; or
•: prior to receipt of the Stockholder Approval and the Minority Approval, the Company receives a Superior Proposal that did not result from any breach of the Company's no solicitation obligations, the Special Committee determines in good faith, after consulting with and receiving advice from outside counsel, that the failure to terminate the Merger Agreement and enter into a definitive written agreement providing for the Superior Proposal would be inconsistent with its fiduciary duties under Delaware law, substantially concurrently with, and as a condition to, such termination, the Company enters into a definitive written agreement providing for the Superior Proposal and pays the termination fee and the Company otherwise complies with its no solicitation obligations in the circumstances described under "The Merger Agreement—Termination" beginning on page 92 and the other sections to which that section refers.

Termination Fee

The Merger Agreement provides that the Company will be required to pay to Parent a termination fee of $40.0 million (net of any transaction expenses of Parent reimbursed by the Company) if any of the following occur, as further described under "The Merger Agreement—Fees and Expenses—Payment of Termination Fee or Reimbursement of Fees and Expenses by the Company" beginning on page 93:

•

the Merger Agreement is terminated by the Company to enter into a definitive agreement providing for a Superior Proposal prior to receipt of the Stockholder Approval and the Minority Approval in accordance with the Merger Agreement;

•

the Merger Agreement is terminated by Parent due to a Triggering Event, as described under "The Merger Agreement—Termination" beginning on page 92, occurring; or

•

each of the following occurs:

•: the Merger Agreement is terminated by the Company or Parent due to a failure of the Merger to be consummated by October 31, 2016, by the Company or Parent due to a failure

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to obtain the Stockholder Approval or the Minority Approval, or by Parent due to certain breaches or violations by the Company of the Merger Agreement, or any of the Company's representations and warranties becoming inaccurate;

•: following the execution of the Merger Agreement and prior to such termination, a Competing Acquisition Transaction (which is described under "The Merger Agreement—Fees & Expenses—Payment of Termination Fee or Reimbursement of Fees and Expenses by the Company" beginning on page 93) is publicly announced or becomes publicly disclosed and not publicly withdrawn; and
•: within 12 months following such termination, a Competing Acquisition Transaction is consummated or the Company enters into a definitive agreement with respect to any Competing Acquisition Transaction during such 12 month period and such Competing Acquisition Transaction is thereafter consummated.

A "Competing Acquisition Transaction" is the same as an Acquisition Proposal (which is described under "The Merger Agreement—Other Covenants and Agreements—No Solicitation" beginning on page 86), except that references therein to 20% are deemed to be references to a majority.

Limited Guarantee

The Guarantors, jointly and severally, have irrevocably and unconditionally guaranteed to the Company the full and timely payment and performance by Parent and Acquisition Sub of all their covenants, obligations, undertakings and liabilities in connection with the Transaction Agreements and the Transactions. However, the aggregate obligations of the Guarantors will not exceed the aggregate transaction consideration payable under the Merger Agreement, other than with respect to Parent's and Acquisition Sub's indemnification obligations under the Merger Agreement (described under "The Merger Agreement—Other Covenants and Agreement—Directors' and Officers' Indemnification Insurance" beginning on page 89 and "The Merger Agreement—Other Covenants and Agreement—Requested Transactions"" beginning on page 90. Except with respect to such indemnification obligations, this guaranty will terminate as of immediately after the effective time of the Merger.

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QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER

The following questions and answers address briefly some questions you may have regarding the Special Meeting, the Merger Agreement and the Transactions, including the Merger. These questions and answers may not address all questions that may be important to you as a stockholder of the Company. Please refer to the more detailed information contained elsewhere in this proxy statement, the annexes to this proxy statement and the documents referred to or incorporated by reference in this proxy statement.

Q:

What is the proposed Transaction?

A:

The proposed transaction is the acquisition of the Company by Parent and its affiliates through a series of transactions consisting of, among other things, the payment to the holders of Common Stock of a Closing Dividend (if requested by Parent—Parent has advised us that it currently intends not to request any Closing Dividend) and the merger of Acquisition Sub with and into the Company, with the Company surviving the Merger as the Surviving Corporation. See "The Merger Agreement" beginning on page 78.

Q:

What will I receive in the Transactions?

A:

If the Merger is completed, through the Closing Dividend (if any) and the Merger, you will be entitled to receive an aggregate amount of $18.25 in cash, without interest and less any required withholding taxes, for each share of Common Stock that you own, unless you have properly exercised and perfected and not withdrawn your demand for appraisal rights under the DGCL with respect to such shares. For example, if you own 100 shares of Common Stock, you will be entitled to receive $1,825 for your shares of Common Stock, less any required withholding taxes. You will not be entitled to receive shares in the Surviving Corporation.

Q:

Where and when is the Special Meeting?

A:

The Special Meeting will take place on June 23, 2016, starting at 10:00 a.m. local time at the offices of Sidley Austin LLP located at 787 Seventh Avenue, 23rd Floor, New York, NY 10019.

Q:

What matters will be voted on at the Special Meeting?

A:

You will be asked to consider and vote on the following proposals:

•: to adopt the Merger Agreement;
•: to approve the Non-Binding Merger-Related Compensation Proposal; and
•: to approve any adjournment of the Special Meeting to solicit additional proxies, if necessary, if there are insufficient votes at the time of the Special Meeting to adopt the Merger Agreement, referred to as the "adjournment proposal".

Q:

What vote of our stockholders is required to adopt the Merger Agreement?

A:

For the Company to complete the Merger, under Delaware law, the holders of a majority of the outstanding shares of Common Stock must vote "FOR" the adoption of the Merger Agreement. In addition, the Merger Agreement contains a condition to closing that the holders of a majority of the outstanding shares of Common Stock not beneficially owned by Parent or any of its affiliates (including BPY and its affiliates) vote "FOR" the adoption of the Merger Agreement.

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In connection with the Merger Agreement, the Company and the Exchange Parties entered into a Voting Agreement pursuant to which, among other things, the Exchange Parties agreed to vote all their shares of Common Stock (i) in favor of the approval and adoption of the Merger Agreement, (ii) in favor of the approval of the Transactions and any other matter that is required to facilitate the Transactions and (iii) against certain actions that would compete or conflict with, or have an adverse effect on the consummation of the Transactions.

Holders of Common Stock as of the record date have one vote for each share of Common Stock owned by such shareholder as of the close of business on the record date.

Except in their capacities as members of the Special Committee and/or the Board, as applicable, no officer or director of the Company, nor any of the Exchange Parties or their affiliates, has made any recommendation either in support of or in opposition to the Merger or the Merger Agreement. The directors and current executive officers of the Company have informed the Company that as of date of this proxy statement, they intend to vote in favor of the adoption of the Merger Agreement. See "The Special Meeting—Required Vote" beginning on page 74.

Q:: Are there any other conditions to closing of the Transactions that must be satisfied for the Transactions to be completed? If any of the Transactions close, will they all close?
A:: In addition to the adoption of the Merger Agreement by the Company's stockholders, there are a number of customary conditions that must be satisfied or waived for the Transactions to be consummated. As described in "The Merger Agreement—Structure and Timing of the Transactions" beginning on page 78, closing of the Transactions will involve several steps, including the Exchange, followed by the Requested Transactions, including declaration of the Closing Dividend (if any), followed by the Merger. The conditions to closing in the Merger Agreement apply only to the consummation of the Exchange—once those conditions are satisfied or waived and the Exchange has occurred, each subsequent step in the closing process is subject to no further express conditions in the Merger Agreement other than consummation of the immediately preceding step in the closing process. For a description of all the conditions to the Exchange, see "The Merger Agreement—Conditions to the Exchange" beginning on page 91.
Q:: What vote of our stockholders is required to approve the adjournment proposal?
A:: The adjournment proposal requires the affirmative vote of the holders of a majority of the aggregate voting power of the Common Stock present in person or represented by proxy and entitled to vote at the special meeting.
Q:: With respect to the Non-Binding Merger-Related Compensation Proposal, why am I being asked to cast a non-binding advisory vote to approve compensation that may become payable to the Company's named executive officers in connection with the Merger?
A:: SEC rules require us to seek a non-binding, advisory vote with respect to certain categories of compensation that may be provided to named executive officers in connection with a merger transaction.
Q:: What will happen if stockholders do not approve the Non-Binding Merger-Related Compensation Proposal?
A:: Approval of the Non-Binding Merger-Related Compensation Proposal is not a condition to the completion of the Merger. The vote with respect to Non-Binding Merger-Related Compensation Proposal is an advisory vote and will not be binding on the Company.

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Therefore, if the Stockholder Approval and the Minority Approval are each obtained and the Merger is completed, the payments that are the subject of the Non-Binding Merger-Related Compensation Proposal may become payable to the named executive officers regardless of the outcome of the vote on the Non-Binding Merger-Related Compensation Proposal.

Q:: What vote of our stockholders is required to approve the Non-Binding Merger-Related Compensation Proposal?
A:: Stockholders holding a majority of the aggregate voting power of the Common Stock outstanding present in person or by proxy at the Special Meeting and entitled to vote thereon must vote "FOR" the Non-Binding Merger-Related Compensation Proposal in order for such proposal to be approved.
Q:: How does the Special Committee and the Board recommend that I vote?
A:: The Special Committee, and the Board (other than the Brookfield Directors, who abstained and recused themselves from all discussions relating to the Transactions, including the Merger), acting upon the unanimous recommendation of the Special Committee, unanimously recommends that our stockholders vote "FOR" the adoption of the Merger Agreement and "FOR" the Non-Binding Merger-Related Compensation Proposal. You should read "Special Factors—Reasons for the Merger; Recommendation of the Special Committee and of the Board; Fairness of the Merger" beginning on page 34 for a discussion of the factors that the Special Committee and the Board considered in deciding to recommend adoption of the Merger Agreement and approval of the Merger. See also "Special Factors—Interests of the Company's Directors and Executive Officers in the Merger" beginning on page 57.
Q:: What effects will the Merger have on the Company?
A:: The Common Stock is currently registered under the Securities Exchange Act of 1934, as amended, referred to as the "Exchange Act", and is quoted on the NYSE under the symbol "RSE". As a result of the Merger, the Company will cease to be a publicly traded company and will be wholly owned by Parent. Following the consummation of the Merger, the registration of the Common Stock and our reporting obligations under the Exchange Act will be terminated upon application to the SEC. In addition, upon the consummation of the Merger, the Common Stock will no longer be listed on any stock exchange or quotation system, including the NYSE. See "Special Factors—Plans for the Company after the Merger" beginning on page 54.
Q:: What happens if the Merger is not consummated?
A:: If the Stockholder Approval and Minority Approval are not obtained or if the Merger is not consummated for any other reason, the Merger will not be effected and the Company's stockholders will not receive any payment for their shares. Instead, the Company will remain a public company and shares of Common Stock will continue to be listed and traded on the NYSE. Under specified circumstances, the Company may be required to pay Parent a termination fee of $40.0 million or reimburse Parent and Acquisition Sub for their costs and expenses. See "The Merger Agreement—Termination" beginning on page 92 and "The Merger Agreement—Fees and Expenses" beginning on page 93.
Q:: What do I need to do now?
A:: We urge you to read this proxy statement carefully, including its annexes and the documents referred to as incorporated by reference in this proxy statement as well as the Schedule 13E-3,

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including the exhibits attached thereto, filed with the Securities and Exchange Commission, and to consider how the Merger affects you. If you are a stockholder of record, you can ensure that your shares are voted at the Special Meeting by submitting your proxy via:

•: telephone, using the toll-free number listed on each proxy card;
•: the Internet, at the address provided on each proxy card; or
•: mail, by completing, signing, dating and mailing each proxy card and returning it in the envelope provided.

If you hold your shares in "street name" through a broker, bank or other nominee, you should follow the directions provided by your broker, bank or other nominee regarding how to instruct your broker, bank or other nominee to vote your shares. Without those instructions, your shares will not be voted, which will have the same effect as voting against adoption of the Merger Agreement.

Q:: Should I send in my stock certificates or other evidence of ownership now?
A:: No. After the Merger is completed, you will be sent a letter of transmittal with detailed written instructions for exchanging your shares of Common Stock for the transaction consideration. If your shares of Common Stock are held in "street name" by your broker, bank or other nominee, you may receive instructions from your broker, bank or other nominee as to what action, if any, you need to take to effect the surrender of your "street name" shares in exchange for the transaction consideration. Do not send in your certificates now.
Q:: Can I revoke my voting instructions?
A:: Yes, you can revoke your voting instructions at any time before your proxy is voted at the Special Meeting. If you are a stockholder of record, you may revoke your proxy by notifying the Company's Corporate Secretary in writing at Rouse Properties, Inc., Attention: Secretary, 1114 Avenue of the Americas, Suite 2800, New York, NY, 10036, or by submitting a new proxy by telephone, the Internet or mail, in each case, dated after the date of the proxy being revoked. In addition, you may revoke your proxy by attending the Special Meeting and voting in person (simply attending the Special Meeting will not cause your proxy to be revoked). Please note that if you hold your shares in "street name" and you have instructed a broker, bank or other nominee to vote your shares, the above-described options for revoking your voting instructions do not apply, and instead you must follow the instructions received from your broker, bank or other nominee to revoke your voting instructions. See "The Special Meeting—Voting; Proxies; Revocation—Revocation of Proxies" beginning on page 74.
Q:: What does it mean if I get more than one proxy card or voting instruction card?
A:: If your shares are registered differently or are held in more than one account, you will receive more than one proxy or voting instruction card. Please complete and return all of the proxy cards or voting instruction cards you receive (or submit each of your proxies by telephone or the Internet, if available to you) to ensure that all of your shares are voted.
Q:: Who will count the votes?
A:: All votes will be counted by the independent inspector of election appointed for the Special Meeting.

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Q:: Am I entitled to appraisal rights under the DGCL?
A:: If the Merger Agreement is adopted by the Company's stockholders, stockholders who do not vote (whether in person or by proxy) in favor of the adoption of the Merger Agreement and who properly exercise and perfect their demand for appraisal of their shares will be entitled to appraisal rights in connection with the Merger under Section 262 of the DGCL. This means that holders of Common Stock are entitled to have their shares appraised by the Delaware Court of Chancery and to receive payment in cash of the "fair value" of the shares of Common Stock, exclusive of any elements of value arising from the accomplishment or expectation of the Merger, together with interest to be paid upon the amount determined to be fair value, if any, as determined by the court, which may be greater or less than the per share transaction consideration offered by Parent pursuant to the Merger Agreement. Stockholders who wish to seek appraisal of their shares are in any case encouraged to seek the advice of legal counsel with respect to the exercise of appraisal rights due to the complexity of the appraisal process. The DGCL requirements for exercising appraisal rights are described in further detail in this proxy statement, and the relevant section of the DGCL regarding appraisal rights is reproduced and attached as Annex F to this proxy statement.
Q:: Who can help answer my other questions?
A:: If you have more questions about the Merger, or require assistance in submitting your proxy or voting your shares or need additional copies of the proxy statement or the enclosed proxy card, please contact Morrow & Co., LLC at (855) 264-1296. If your broker, bank or other nominee holds your shares, you should also call your broker, bank or other nominee for additional information.

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SPECIAL FACTORS

The Parties to the Merger

The parties to the Merger Agreement are the Company, Parent, Acquisition Sub, and solely for the purposes stated therein, the Guarantors.

The Company

For information regarding the Company, see "Important Information Concerning the Company—Company Background" beginning on page 98.

Parent

Parent is a newly formed Delaware limited liability company. Parent is managed by Brookfield Strategic Real Estate Partners II GP L.P. as managing shareholder, which is an affiliate of BAM. BAM, together with certain of its affiliates, including BPY, beneficially own approximately 33.5% of the outstanding Common Stock. Immediately prior to the effective time of the Merger, the Exchange Parties will exchange their shares of Common Stock for new shares of Series I Preferred Stock of the Company. Parent was formed solely for the purpose of engaging in the Merger and other related transactions. Parent has not engaged in any business other than in connection with the Merger and other related transactions.

Acquisition Sub

Acquisition Sub is a Delaware corporation. Acquisition Sub is a wholly owned subsidiary of Parent and was formed solely for the purpose of engaging in the Merger and other related transactions. Acquisition Sub has not engaged in any business other than in connection with the Merger and other related transactions.

Guarantors

For additional information regarding the Parent Parties and the Brookfield Filing Persons, see "Important Information Regarding the Parent Parties and the Brookfield Filing Persons" beginning on page 117.

Background of the Merger

The Board together with Company senior management periodically review the Company's long-term strategic plan and potential strategic alternatives for the Company.

In mid-2013, the Board began considering potential strategic alternatives, including a possible sale of the Company. The Company retained two financial advisors, which contacted various potential buyers in an effort to assess their levels of interest in a possible transaction with the Company. The Company, with the assistance of its financial advisors, engaged in preliminary discussions with several of the parties contacted regarding a possible acquisition of the Company. However, the Board determined in late 2013 to terminate the process because the potentially interested buyers indicated that the price of the Company's stock had by then increased above the price at which they were willing to pursue a possible acquisition of the Company.

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In the evening of Friday, January 15, 2016, Mr. Kingston and Mr. Clark informed each of Messrs. Silberfein, Haley, Hegarty, Kruth and Mullen that BAM was planning to furnish to the Board the next day, Saturday, January 16, 2016, a written proposal to acquire the outstanding shares of the Common Stock that were not owned by BAM and its affiliates, including BPY.

On the following day, the Board received a written, unsolicited, non-binding proposal from BAM, on behalf of a real estate fund managed by BAM, to acquire all outstanding shares of Common Stock, other than those shares currently held by BPY and its affiliates, for a purchase price of $17.00 per share in cash. This proposal stated that BAM's proposed acquisition was not subject to any financing contingencies and was not subject to any due diligence review with respect to the Company.

Later that day, the Board met to review the BAM proposal and to receive a presentation thereon from Jeffrey Blidner, a Senior Managing Partner of BAM, Richard Clark, Senior Managing Partner of BAM and Chairman of the Brookfield Property Group and BPY, and Brian Kingston, a Senior Managing Partner of BAM and Chief Executive Officer of the Brookfield Property Group and BPY, each of whom is a director of the Company. Representatives from Sidley Austin LLP ("Sidley"), counsel to the Company, attended this meeting at the request of Mr. Silberfein and Ms. Susan Elman, Executive Vice President, General Counsel and Secretary of the Company. During this meeting, Mr. Kingston stated that BAM planned to make the proposal public on the next business day, Tuesday, January 19, 2016, before the open of trading on the New York Stock Exchange, by filing an amendment to its Schedule 13D in respect of the Company. Mr. Kingston also stated that BAM's proposal had no set expiration date, that BAM and its affiliates did not have any plans to purchase additional shares of Common Stock in the open market and that BAM did not have any definitive plans for management or employees of the Company in connection with BAM's proposed transaction.

After receiving and considering a presentation from Sidley as to the relevant legal standards and risks applicable to acquisitions of Delaware corporations by stockholders and the advantages of forming an independent special committee, the Board established an independent committee consisting of Messrs. Haley, Hegarty, Kruth, Mullen and Silberfein (who together comprise all the directors of the Company, other than Messrs. Blidner, Clark and Kingston, who are employees of BAM and/or its affiliates). The Board delegated to the Special Committee all the Board's power and authority with respect to the BAM proposal and any alternatives thereto, including, among other things, the power and authority to evaluate, accept, reject and/or negotiate the proposal, explore and solicit other proposals and/or explore, evaluate and effect alternatives to the BAM proposal, and to cause the Company to take any and all corporate and other actions, and/or enter into any agreements with BAM or third parties, and/or adopt any measures, in response to or in connection with the BAM proposal, all as may be determined by the Special Committee in its sole discretion.

Promptly after that Board meeting, the Special Committee met, with Sidley in attendance, to discuss, among other things, the BAM proposal and potential next steps and to confirm that the members of the Special Committee and Sidley had no significant conflicts with respect to the BAM proposal. Sidley addressed the fiduciary duties and responsibilities of directors and members of special committees of boards of directors when considering a potential transaction of the type that BAM was proposing. Sidley and the Special Committee also discussed certain initial considerations for the Special Committee, including that the Special Committee should determine whether the Company was for sale at this time, whether the Special Committee's response to BAM should be to reject outright any acquisition by BAM or demand a higher price from BAM or whether to explore a sale of the Company through an auction or similar process.

Sidley and the Special Committee also discussed certain actions BAM could take without the Special Committee's approval, such as purchasing more shares of Common Stock in the open market. Sidley reviewed the Company's takeover defenses and noted that BAM and its affiliates were exempted from the restrictions in the Company's charter with respect to ownership and transfer of more than 9.9% of the number or value (whichever is more restrictive) of the outstanding Common Stock.

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The members of the Special Committee also discussed and confirmed their independence from BAM, and instructed Mr. Silberfein not to have any discussions with BAM or any of its affiliates concerning Mr. Silberfein's role, if any, after any potential acquisition by BAM (or any of its affiliates) of the Company or the compensation for any such role. Mr. Silberfein acknowledged this instruction and informed the Special Committee that he had had no such discussions to date. The Special Committee determined that it would be prudent to retain its own financial advisor and legal counsel before responding to BAM's proposal. The Special Committee also instructed Sidley to request a standstill agreement from BAM pursuant to which BAM would agree that neither it nor any of its affiliates would purchase any additional shares of Common Stock for a specified period, and to prepare to have the Special Committee adopt a stockholder rights plan on Tuesday, January 19, 2016, if BAM did not agree to an acceptable standstill before then. The Special Committee deferred a decision on whether to retain Sidley as its legal counsel.

From January 16, 2016, through January 18, 2016, the Special Committee met several times and interviewed four investment banks and three law firms (including Sidley) as potential advisors to the Special Committee, focusing on firms the Special Committee believed had extensive experience in advising special committees in M&A transactions and in the REIT and mall space. These interviews, and the related discussions among the Special Committee members, focused on the candidates' respective qualifications, independence from BAM and its affiliates, experience with significant stockholder buyout transactions, experience with transactions involving REITs, and in particular mall REITs, knowledge of the Company's industry, quality of reputation and availability of dedicated senior personnel. In connection with its assessment of the relative independence of potential financial advisors, the Special Committee recognized that most, if not all, investment banks with the desired experience would likely have provided financial services to BAM or its affiliates and, therefore, focused on the relative independence of the proposed M&A advisory teams interviewed and, in particular, on a lack of recent engagements by BAM or its affiliates with respect to M&A and similar investment banking transactions as opposed to other financial services, such as commercial loans, foreign exchange or swaps. Representatives of Sidley attended each of the four meetings with investment banks, but did not attend either of the meetings with the other two law firms that the Special Committee interviewed.

Also during these meetings, Sidley addressed the fiduciary duties of the members of the Special Committee and provided updates to the Special Committee on Sidley's negotiation of a standstill agreement with BAM's counsel, Weil, Gotshal & Manges LLP ("Weil"), and in particular with respect to the expiration date thereof (the Company originally proposed April 30, 2016 as the expiration date and BAM through its counsel countered with February 18, 2016).

On January 18, 2016, the Special Committee selected BofA Merrill Lynch as its financial advisor and Sidley as its legal counsel to assist in reviewing and evaluating the BAM proposal and potential available strategic alternatives. The Special Committee determined that Sidley had no significant conflicts of interest involving BAM or its affiliates. The Special Committee also determined that BofA Merrill Lynch, in addition to having the best knowledge and experience with respect to the mall REIT sector of the investment banks interviewed, had provided no M&A financial advisory services to BAM or its affiliates in the past two years and had no other material relationships with BAM or its affiliates that, in the Special Committee's view, would reasonably be expected to impair its ability to perform its financial advisory services to the Special Committee. In so determining, the Special Committee considered, with the participation of Sidley, that BofA Merrill Lynch, together with its affiliates, as part of a full service securities firm and commercial bank, had provided certain commercial banking and commodity, derivatives, foreign exchange and other trading and investment banking services to BAM and certain of its affiliates and portfolio companies over the prior two years, but that the revenues from such services were immaterial to BofA Merrill Lynch.

Also on January 18, 2016, the Company and BAM entered into a standstill agreement pursuant to which BAM agreed that neither it nor certain of its affiliates would, other than pursuant to a written

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agreement with the Company and subject to certain limited exceptions, acquire beneficial ownership (broadly defined) of any additional shares of the Common Stock prior to March 4, 2016.

On the morning of January 19, 2016, prior to the opening of trading on the New York Stock Exchange, BAM issued a press release announcing its proposal and filed an amendment to its Schedule 13D with the SEC reflecting its proposal and attaching copies of the standstill agreement and the non-binding proposal letter delivered to the Board on January 16, 2016. On the same day, the Company also issued a press release announcing receipt of BAM's proposal and the establishment of the Special Committee, and filed with the SEC a Current Report on Form 8-K attaching copies of the press release, the standstill agreement and the non-binding proposal letter delivered to the Board on January 16, 2016.

During the period from January 16, 2016, when the Special Committee was formed, through February 25, 2016, when the Merger Agreement was executed, the Special Committee met 14 times either telephonically or in person. All members of the Special Committee were present at each such meeting, except that two members missed one meeting and another member missed two meetings. With the exception of certain portions of the Special Committee meetings on January 17, 2016 and January 18, 2016, during which the Special Committee was either interviewing other law firms or discussing which law firm to engage, the Special Committee meetings were all attended by Sidley and, after its financial advisor was selected, most of its meetings also were attended by BofA Merrill Lynch.

At a meeting held on January 21, 2016, the Special Committee received an update from BofA Merrill Lynch on various matters, including the Company's recent stock performance and analyst coverage since the announcement of the BAM proposal, the lack of calls that BofA Merrill Lynch had received from parties interested in exploring an acquisition of, or other strategic transaction with, the Company despite the public announcement of BAM's proposal, and the status of its preliminary financial review of the Company. Also at this meeting, the Special Committee discussed and considered, among other things, additional detail furnished by BofA Merrill Lynch in respect of proposed fee arrangements with the Company and certain material engagements with BAM and/or certain identified affiliates or portfolio companies, including that during the past two years BofA Merrill Lynch had received an aggregate of approximately $50 million to $60 million in revenues from BAM and/or such identified affiliates or portfolio companies in connection with the provision of corporate banking, global markets and other investment banking services, but had not received revenues for providing M&A financial advisory services. The Special Committee confirmed its prior conclusion that these engagements would not reasonably be expected to impair BofA Merrill Lynch's ability to provide financial advisory services to the Special Committee as such revenues were not material given BofA Merrill Lynch's size. In connection with evaluating BofA Merrill Lynch's material engagements, the Special Committee also considered, among other things, the fact that as of January 21, 2016 none of the members of the BofA Merrill Lynch deal team assisting the Company was providing services to BAM and/or certain identified affiliates or portfolio companies or had provided services to BAM and/or such identified affiliates or portfolio companies on any matters for which BofA Merrill Lynch had received revenues as described above. The Special Committee determined that BofA Merrill Lynch and its affiliates (other than the Company's deal team members) would be permitted to continue to provide in the ordinary course corporate banking, global markets and other investment banking services to BAM and/or certain identified affiliates or portfolio companies, although BofA Merrill Lynch would not provide mergers and acquisitions financial advisory services to, or provide or arrange financing for, BAM and/or its affiliates or portfolio companies or any other potential purchaser in connection with an acquisition of the Company, in each case without obtaining the Company's prior written consent. The Special Committee also determined that each Special Committee member (other than Mr. Silberfein) would receive from the Company, as compensation for serving on the Special Committee and the substantial additional work and time

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commitment involved, a retainer of $50,000, as well as reimbursement by the Company of all reasonable costs incurred by each member (other than Mr. Silberfein) in connection with his or her service on the Special Committee, and that the chairman selected by the Special Committee would receive an additional $10,000 for serving as chairman. The Special Committee also appointed Mr. Kruth as Chairman of the Special Committee, approved the engagement of a public relations firm that specialized in M&A situations and considered engaging a proxy solicitor (but determined that one did not need to be engaged at that time).

Between January 25, 2016 and January 29, 2016, members of the Special Committee and BAM contacted Mr. Silberfein to discuss concerns that valuable senior executives of the Company might depart given the possible disruption caused by the recent public announcement of the BAM proposal. Based on such discussions and at the suggestion of the Special Committee, Mr. Silberfein began to prepare a proposed executive retention plan for consideration by the Special Committee at a future date.

On January 29, 2016, the Special Committee met to discuss issues related to employee retention given the public announcement of BAM's proposal, and to review with JL Board Advisors, LLC, an independent compensation consultant ("JLBA"), a proposed retention plan. After discussing with the representative from JLBA his independence from management (during which discussion Mr. Silberfein and Ms. Elman recused themselves from the meeting), the Special Committee approved the retention plan.

The Special Committee met again on February 4, 2016, at which meeting Mr. Silberfein reviewed the Company's 2016 Business Plan, consisting of a "base plan" that did not give effect to a potential sale by the Company of joint venture interests in certain of its properties and a "base plan with capital markets activity" that gave effect to such joint venture interest sales. At this meeting, Sidley reminded the Special Committee members of their fiduciary duties to the Company's stockholders. After the Special Committee discussed and approved the Company's 2016 Business Plan, BofA Merrill Lynch joined the meeting to review with the Special Committee, among other things, the base plan with capital markets activity which BofA Merrill Lynch previously had been directed to use and rely upon by the Company's management, and preliminary financial and market perspectives regarding the Company and BAM's proposal, as summarized below under "February 4, 2016 Preliminary Strategic Review Materials" beginning on page 46.

BofA Merrill Lynch and Sidley then reviewed with the Special Committee certain potential responses to BAM and strategic alternatives for the Company in light of BAM's proposal, including (i) determining that the Company was not for sale at this time, (ii) determining to explore potential strategic alternatives, including a sale of the Company, one or more joint ventures, one or more asset sales and/or one or more investments in the Company by a third party, through a structured process and (iii) entering into direct negotiations with BAM in respect of its proposal, and the advantages and disadvantages of each. In particular, Sidley and BofA Merrill Lynch noted that any asset sale or joint venture strategy would likely be complex, time consuming and uncertain to be completed. The Special Committee members agreed with that assessment. BofA Merrill Lynch also discussed with the Special Committee a list, developed with input from the Company's management, of more than 20 potential financial buyers of the Company (including pension funds, insurance companies and sovereign wealth funds), approximately five potential strategic buyers of the Company and more than 20 potential joint venture partners or buyers of selected assets of the Company. The BofA Merrill Lynch representatives and Mr. Silberfein also noted that they had received only a few inbound calls since announcement of BAM's proposal from parties expressing interest in exploring a strategic transaction with the Company.

After careful consideration, the Special Committee unanimously determined to reject BAM's proposal of $17.00 per share as inadequate and not in the best interests of the Company or its stockholders.

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The Special Committee met again on Friday, February 5, 2016 and reviewed and discussed a draft response letter to BAM rejecting its proposal of $17.00 per share, as well as a draft public announcement, copies of which had been distributed to the Special Committee members prior to the meeting. After discussion and careful consideration, the Special Committee unanimously approved the proposed response letter and public announcement, and instructed Mr. Kruth to call Mr. Kingston over the weekend to inform Mr. Kingston that the Special Committee had decided to reject BAM's proposal and was planning to deliver a letter to BAM to this effect and publicly announce its rejection of such proposal on Monday morning, February 8, 2016.

Mr. Kruth called Mr. Kingston in the afternoon on February 7, 2016 to inform him that the Special Committee had decided to reject BAM's January 16, 2016 proposal. In addition, Weil and Sidley discussed the possibility that BAM would submit a higher proposed per share price. As part of these discussions, Sidley informed Weil that the Special Committee would likely insist that any transaction with BAM include a condition that it be approved by holders of a majority of the Company's shares held by Unaffiliated Stockholders of the Company (a "majority of the minority" approval condition). Weil indicated that BAM likely would object to such condition.

The Special Committee held a meeting that evening to discuss this development and potential next steps. The Special Committee determined to await a potentially higher proposal from BAM before publicly announcing the Special Committee's rejection of BAM's proposal of $17.00 per share.

On February 8, 2016, Lowell Baron, Managing Partner of BAM, communicated to Mr. Kruth and a representative of BofA Merrill Lynch a revised, increased proposal from BAM of $17.75 per share in cash. The Special Committee met later that afternoon to discuss this revised proposal, which represented an increase of approximately 4% to BAM's original proposal of $17.00 in cash. After careful consideration, the Special Committee unanimously authorized and instructed Mr. Silberfein to call Mr. Baron and/or Mr. Kingston to reject BAM's revised proposal of $17.75 per share and inform Mr. Baron and/or Mr. Kingston that the Special Committee would consider only a proposal that included a cash purchase price that was "closer to $19.00 per share" and included a "majority of the minority" approval condition.

On February 9, 2016, Mr. Silberfein called Messrs. Kingston and Baron to reject BAM's revised proposal of $17.75 per share and to communicate the Special Committee's position that it would only consider a proposal that included a cash purchase price that was "closer to $19.00 per share" and included a "majority of the minority" approval condition, as instructed by the Special Committee. During this conversation, Mr. Silberfein made a number of arguments to convince BAM to increase its purchase price. Later on February 9, 2016, a BofA Merrill Lynch representative and Mr. Kruth were contacted by representatives of BAM during which such BAM representatives communicated a revised proposal that they stated was BAM's "best and final" offer, consisting of (i) a purchase price per share in cash of $18.25, (ii) suspension of the payment of all dividends by the Company through closing, (iii) a termination fee of $40.0 million payable by the Company if the Company terminates the merger agreement to accept a higher bid from a third party, (iv) no majority of the minority approval condition, (v) a customary no-shop provision with matching rights for BAM and fiduciary out termination right for the Company, and (vi) an expectation that BAM would have the ability to discuss post-closing employment arrangements with the Company's management team prior to signing a merger agreement. This offer was later confirmed in an email from Mr. Kingston (the "February 9^th BAM Offer").

The Special Committee met in the evening of February 9, 2016 to discuss and consider the February 9^th BAM Offer. During this meeting, a BofA Merrill Lynch representative indicated that Mr. Kingston repeatedly had stated that the February 9^th BAM Offer was BAM's "best and final" offer. Mr. Silberfein noted that the Company's next proposed quarterly dividend, which was scheduled to be presented to the Board for approval at a meeting scheduled for February 25, 2016, would likely be $0.18 per share, and that the next proposed quarterly dividend after that might increase to

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approximately $0.19 per share. The Special Committee, with input from Sidley and BofA Merrill Lynch, discussed the likely timing of closing if a definitive agreement were reached in relation to the likely timing of dividend payments, and the potential effect that suspending the Company's dividend might have on the overall value of the February 9^th BAM Offer.

Sidley and BofA Merrill Lynch further explained and commented on various aspects of the February 9^th BAM Offer, including the absence of a "majority of the minority" approval condition, the proposal for a "no-shop" as compared to a "go-shop" provision (i.e., a provision that would permit the Company to actively solicit a superior proposal for a period after entering into a definitive merger agreement with BAM, and to terminate such merger agreement to enter into an agreement with respect to any such superior proposal for a reduced termination fee) and the proposed size of the termination fee. The Special Committee members also discussed with the representatives from Sidley and BofA Merrill Lynch the unsuccessful process to sell the Company that was conducted in late 2013, the deterrent effect that BAM's January 16, 2016, publicly disclosed proposal to purchase the Company and significant ownership stake in the Company may have had and could continue to have on other potential bidders making a competing offer to acquire the Company, and the relative lack of interest that had been received from other potential bidders since the BAM proposal was made public on January 19, 2016, with only a few calls received from other potential bidders. The Special Committee also noted then current negative market conditions (including the fact that the equity REIT sector of the stock market had fallen an additional 6% in the preceding few days and had declined by approximately 10% since the beginning of the year, with the Company's peers down more materially).

The Special Committee members further discussed how Mr. Kingston and other BAM representatives had attempted to contact a number of the Special Committee members individually to discuss the February 9^th BAM Offer. During the course of the meeting, Mr. Kruth reported to the Special Committee that he had received a message from Mr. Kingston reiterating to Mr. Kruth that the February 9^th BAM Offer was BAM's "best and final" offer and that BAM had "nothing left to offer." The unanimous consensus of the Special Committee was that if the Special Committee rejected the February 9^th BAM Offer, BAM would potentially terminate discussions and withdraw its offer, in which case the Company's share price might decline to its pre-January 19, 2016 level of $13.49 per share (when BAM's initial proposal was publicly announced) or lower and that it would be in the best interests of the Company's stockholders to proceed with further discussions and negotiations with BAM.

Accordingly, the Special Committee members carefully considered whether to accept or reject the various elements of the February 9^th BAM Offer, including whether to insist on a go-shop period with a reduced termination fee, but concluded, in respect of the go-shop, that a go-shop provision would likely not be of much value to the Company in light of the circumstances given, among other things, the (i) lack of interest on the part of other potential bidders since BAM's announcement of its January 16^th proposal, (ii) BAM's existing ownership stake in the Company, (iii) the unsuccessful process to sell the Company that was conducted in 2013, (iv) deteriorating market conditions (including the fact that the equity REIT sector of the stock market had fallen an additional 6% in the preceding few days and had declined by approximately 10% since the beginning of the year, with the Company's peers down more materially) and (v) the fact that BAM repeatedly emphasized that its February 9^th BAM Offer was its "best and final." The Special Committee members also noted that BAM had not requested an exclusivity agreement from the Company, and that the Company could continue to seek alternative proposals until a merger agreement, if any, was executed with BAM (which was expected to take two weeks or more).

The Special Committee members determined, after consultation with BofA Merrill Lynch and Sidley, that the size of the $40.0 million termination fee (which was approximately 3.8% of the proposed transaction's equity value for the entire Company, including the shares already owned by BAM and its affiliates) was within the customary range of termination fees for transactions of this type

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and would likely not have a preclusive effect on the Company's ability to receive superior proposals from potential third party bidders. After careful consideration, the Special Committee unanimously instructed BofA Merrill Lynch, notwithstanding BAM's insistence that the February 9^th BAM Offer was "best and final," to respond to the February 9^th BAM Offer with a counterproposal consisting of (i) a price per share in cash of $18.50, (ii) a "majority of the minority" approval condition and (iii) no discussions between BAM and the Company's management team prior to signing a merger agreement. The Special Committee also instructed BofA Merrill Lynch to inform BAM that, subject to these provisions and an acknowledgment that any merger agreement would need to be executed before the dividend declaration date scheduled for February 25, 2016, it would accept the no-shop provision, the $40.0 million termination fee and the provision requiring suspension of the payment of all dividends by the Company through closing.

In accordance with the Special Committee's instructions, BofA Merrill Lynch representatives spoke with Mr. Kingston on February 9, 2016, to relay the Special Committee's response. Mr. Kingston indicated that the Company's proposed purchase price of $18.50 per share in cash was not acceptable, and he reiterated that the February 9^th BAM Offer was BAM's best and final offer. Mr. Kingston also indicated that he understood that BAM could not agree to definitive employment terms with the Company's management prior to signing a merger agreement, but that BAM still wanted to have conversations with certain members of management prior to signing a merger agreement.

At approximately the same time on February 9, 2016, a lawyer at Sidley received a call from a lawyer at Weil who said that BAM did not want to agree to a "majority of the minority" approval condition given the extra risk and uncertainty it might create for BAM.

The Special Committee reconvened later that evening to receive an update regarding the conversations with BAM and Weil. Sidley discussed with the Special Committee whether to permit BAM to discuss employment terms with the Company's management, particularly with Mr. Silberfein, prior to signing a merger agreement. The Special Committee also discussed, among other things (i) potential alternatives that might permit BAM to increase its proposed purchase price, (ii) the importance of insisting on a requirement that any transaction with BAM be approved by a majority of the Unaffiliated Stockholders of the Company and (iii) the status of BofA Merrill Lynch's efforts, at the direction of the Special Committee, to identify other potential bidders that might be interested in pursuing strategic alternatives with the Company, including an acquisition of the Company. The Special Committee carefully considered the likely consequences of rejecting the February 9^th BAM Offer, including the possibility that the Company's stock price could fall below its pre-January 19, 2016 level if BAM withdrew its bid. After careful consideration of the options available to it, the Special Committee unanimously authorized and instructed Mr. Kruth and the BofA Merrill Lynch representatives to call Mr. Kingston and relay the following counterproposal:

•: a purchase price per share of $18.25 in cash;
•: suspension of the payment of all dividends by the Company through closing, provided that if a merger agreement with BAM was not executed on or before February 24, 2016, the Company would declare its regularly scheduled quarterly dividend (subject to approval by the Board at such time); and
•: a "majority of the minority" approval condition.

The Special Committee members expressed their belief that these terms were likely the best that BAM would agree to given the volatile and deteriorating financial market conditions, the best and final nature of the February 9^th BAM Offer and other factors.

The Special Committee also unanimously authorized and instructed BofA Merrill Lynch to contact all parties previously identified as potentially interested in exploring a strategic transaction with the Company, including an acquisition of the Company, to determine if they would be interested in bidding for the Company. The Special Committee noted that it was important, given that any merger agreement with BAM would likely not include a "go-shop", that all prospective interested bidders receive the Company's 2016 Business Plan as soon as possible.

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After this meeting, in the evening of February 9, 2016 and as instructed by the Special Committee, Mr. Kruth and a BofA Merrill Lynch representative spoke with Mr. Kingston to communicate the Special Committee's latest counterproposal. The only portion of such counterproposal that was not accepted was the Special Committee's request for a "majority of the minority" approval condition. However, Mr. Kingston indicated BAM would reconsider this last open point, and revert to BofA Merrill Lynch and Mr. Kruth later that evening or the next day.

The Special Committee met in the morning on February 10, 2016, during which Mr. Kruth and a BofA Merrill Lynch representative updated the Special Committee on their conversation with Mr. Kingston. Among other things, the Special Committee considered, in consultation with Sidley and BofA Merrill Lynch, the Company's existing takeover defenses (including the 9.9% REIT ownership limitations in the Company's charter), other defenses that the Company could implement to address the risks raised by BAM, such as a stockholder rights plan, and whether going-private transactions such as the one proposed by BAM commonly included a "majority of the minority" approval condition.

Later in the day, Mr. Kruth received a telephone call from Mr. Kingston to discuss the Special Committee's request for a majority of the minority approval condition, during which Mr. Kingston indicated that BAM would agree to such a condition. Mr. Kingston also reiterated BAM's desire to discuss post-closing employment terms with members of the Company's senior management, including Mr. Silberfein, and asked if Mr. Silberfein would be willing to resign from the Special Committee in order to permit such discussions to occur.

The Special Committee reconvened in the afternoon of February 10, 2016 to discuss Mr. Kruth's latest discussion with Mr. Kingston. The Special Committee members discussed with Sidley and BofA Merrill Lynch the advantages and disadvantages of permitting BAM to discuss post-closing employment terms with members of senior management, including Mr. Silberfein, as well as the advantages and disadvantages of Mr. Silberfein resigning from the Special Committee. Mr. Silberfein indicated that he would be willing to resign from the Special Committee at the appropriate time, if requested by the Special Committee, but that he did not believe now was the appropriate time for him to do so. The Special Committee also discussed with the Sidley representatives potential alternatives, including whether Mr. Silberfein could have a discussion with BAM with respect to Mr. Silberfein's post-closing employment terms, with representatives from Sidley participating, if and when BAM and the Company were close to an agreed-upon form of merger agreement.

At this meeting, BofA Merrill Lynch representatives informed the Special Committee that, as instructed by the Special Committee, more than 25 potential bidders had been contacted. Of those, five parties indicated that they were not interested in the mall REIT sector, a draft confidentiality and standstill agreement had been sent to 10 parties then to date and the remaining parties had not responded. BofA Merrill Lynch indicated that, as requested by the Special Committee, it would continue to contact additional potential bidders.

On February 11, 2016, Weil sent to Sidley an initial draft merger agreement. The next day, Weil sent to Sidley an initial due diligence request list. Weil acknowledged that BAM's offer was expressly not conditioned on any due diligence, and it was BAM's view that the items requested were confirmatory in nature, would likely need to be disclosed in the Company's disclosure schedules to the merger agreement and would not impact the terms or timing of the proposed transaction.

On February 12, 2016, Sidley provided to Weil a draft confidentiality agreement for BAM to execute. Between February 12, 2016 and February 15, 2016, this agreement was negotiated between the parties, with Weil and Sidley exchanging several drafts. On February 15, 2016, BAM and the Company executed the confidentiality agreement, and on February 16, 2016, BAM and its representatives were granted access to a data room established by the Company.

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On February 13, 2016, Weil sent to Sidley initial drafts of an exchange agreement and a voting agreement. On February 15, 2016, Sidley sent to Weil revised drafts of the merger agreement, voting agreement and exchange agreement.

The Special Committee met in the afternoon of February 17, 2016 to receive an update from Sidley and BofA Merrill Lynch on the negotiations with BAM and BofA Merrill Lynch's efforts, on behalf of the Special Committee, to contact other parties potentially interested in exploring a strategic transaction with the Company, including an acquisition of the Company. During this meeting, Sidley explained that the Company and Sidley were awaiting a response from BAM and Weil on Sidley's latest drafts, but that the material points likely to be raised by BAM (which were in fact raised when Weil's revised transaction document drafts were received later that evening) were: (i) the rejection by BAM of an obligation, requested by the Special Committee, on the part of BAM and its affiliates to vote their shares of Common Stock in favor of a superior proposal if BAM decided not to match such superior proposal; (ii) a reinsertion of BAM's request that the Company agree to pay BAM's transaction expenses if the Company's stockholders did not approve the transaction, even in the absence of a third-party bid (a "naked no vote"); (iii) a reinsertion of BAM's request that the Company pay BAM a $40.0 million termination fee if the Special Committee failed to reaffirm its recommendation of the BAM transaction, even if the Company received a competing proposal that the Special Committee was still evaluating; and (iv) a reinsertion of a provision that the Company agree to request upon execution of the merger agreement that all parties with which the Company had entered into a confidentiality agreement promptly return or destroy all diligence information made available to them.

Also during this meeting, BofA Merrill Lynch updated the Special Committee as to the third-party solicitation process then conducted, indicating that, to date, in accordance with the Special Committee instructions, more than 40 potential bidders had been contacted and 16 parties were sent a confidentiality agreement, with six bidders as of that date providing mark-ups to such confidentiality agreement. BofA Merrill Lynch noted that (i) many of the parties contacted indicated that they were not interested in the mall property sector in which the Company operates, (ii) a number of the parties contacted indicated that they likely could not bid more than BAM's publicly announced initial purchase price of $17.00 per share and (iii) a number of the parties contacted indicated that they were concerned about investing resources to explore a strategic transaction with the Company given the large equity position that BAM already held in the Company. BofA Merrill Lynch noted that the Special Committee might be able to assuage such concerns by informing those parties, at the appropriate time, that it would consider reimbursing some or all of their expenses if they advanced to a second round of the process. BofA Merrill Lynch stated that, as requested by the Special Committee, it would continue to contact additional potential bidders and follow up on leads. The Special Committee discussed additional parties that BofA Merrill Lynch should contact.

Over the next several days, Sidley and Weil participated in several teleconferences to discuss open points in the transaction documents and exchanged revised drafts of those documents.

In the morning of February 21, 2016, Sidley and Weil had a teleconference in which Weil communicated BAM's position on the remaining open points, which consisted of: (i) BAM's refusal to agree to vote the BAM-controlled shares of the Company in favor of a superior proposal that BAM decided not to match (Sidley had asked Weil if BAM would instead agree to an extension of the BAM standstill that expired on March 4, 2016; however, Weil indicated that BAM would not agree to that), but an indication that BAM might consider the Company having an express right under the merger agreement to implement a stockholder rights plan between signing and closing; (ii) BAM's request for expense reimbursement, capped at $10.0 million, if the merger agreement were terminated because of a "naked no-vote"; (iii) a compromise to allow the Special Committee, without paying the $40.0 million termination fee to BAM, to indicate that a public reaffirmation, at BAM's request, of the Special Committee's recommendation to the stockholders to vote in favor of the BAM transaction could be made expressly subject to the Special Committee's concurrent evaluation of a potential superior

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proposal; and (iv) BAM's request for an agreement that the Company would promptly instruct other bidders that had been provided with confidential information with respect to the Company to promptly return or destroy such confidential information.

The Special Committee met in the morning of February 22, 2016. At this meeting, BofA Merrill Lynch updated the Special Committee as to the status of its opinion process and Sidley and BofA Merrill Lynch updated the Special Committee as to the material open points in the negotiations with BAM. The Special Committee discussed in particular BAM's refusal to agree to vote the shares of Common Stock that BAM and its affiliates owned in favor of a superior proposal that BAM decided not to match, and refusal to extend its standstill. The Special Committee members, Sidley and BofA Merrill Lynch discussed the possibility that BAM could, in response to a third party competing bid, purchase more shares of the Company in the open market to make it more difficult for such third-party's bid to be approved by the Company's stockholders. They also discussed the possibility that BAM could purchase shares in the open market from Unaffiliated Stockholders of the Company that did not support the BAM transaction, thereby potentially making it easier to obtain the majority of the minority approval and that the Company could adopt a stockholder rights plan to prevent BAM from acquiring more shares.

After careful consideration of the available options and alternatives, and the advantages and disadvantages of each, the Special Committee unanimously authorized and directed the Sidley representatives to propose to Weil and BAM a compromise package consisting of: (i) accepting BAM's refusal to agree to vote the BAM-controlled shares in favor of a superior proposal that BAM decided not to match, and BAM's refusal to extend its standstill beyond March 4, 2016, if BAM agreed that the Company would not be prohibited from adopting a stockholder rights plan between signing and closing of a merger agreement; (ii) rejecting the request for reimbursement of BAM's expenses in the event of a naked no-vote; and (iii) accepting BAM's request that the Company promptly instruct other bidders to return or destroy confidential information, provided that such return or destruction was not required to occur until five business days after the Company's request (which would provide such bidders with additional time to review and consider the confidential information).

Later that afternoon on February 22, 2016, Sidley had a teleconference with Weil to convey the compromise package as instructed by the Special Committee earlier in the day. Weil indicated that they would need to convey the compromise package to BAM in order to get final approval. The Special Committee scheduled a meeting for February 24, 2016 to consider authorizing and approving the merger agreement and ancillary documents.

Approximately 45 minutes before the Special Committee meeting on February 24, 2016, Weil called Sidley and stated that BAM objected to permitting the Company to adopt a stockholder rights plan between signing and closing that would restrict BAM and its affiliates from buying additional shares of the Company's common stock.

The Special Committee met later that afternoon as scheduled, and discussed this development as well as potential scenarios in which BAM or its affiliates could purchase additional shares of Common Stock between signing and closing, and the effects that could have.

At this meeting, BofA Merrill Lynch also provided an overview of its efforts, at the direction of the Special Committee, to solicit indications of interest from third parties with respect to a possible strategic transaction with the Company, including an acquisition of the Company, noting that BofA Merrill Lynch had contacted 43 potentially interested parties. Four parties did not respond to BofA Merrill Lynch's initial inquiry, 28 parties declined the opportunity to explore a transaction with the Company before receiving, or in the case of certain of these parties, providing the Company with a mark-up to, the confidentiality agreement that would have permitted the review of confidential information of the Company, one party declined the opportunity to explore a transaction with the Company after the party submitted a mark-up of the confidentiality agreement, two parties never

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responded after having been provided with a draft of the confidentiality agreement, six parties finalized and executed confidentiality agreements with the Company and two parties were in the process of negotiating confidentiality agreements with the Company at the time the Merger Agreement was signed. All six parties that executed confidentiality agreements with the Company were granted access to the Company's data room between February 11, 2016 and February 22, 2016, and all six parties had been in the data room to download documents by the time the Merger Agreement was signed. None of the six parties that had executed confidentiality agreements with the Company asked any follow-up due diligence questions or requested additional information concerning the Company or expressed any further interest in exploring an acquisition of or other transaction with the Company. Also at this meeting, the Special Committee accepted updated information regarding the material engagements of BofA Merrill Lynch with BAM and/or certain identified affiliates or portfolio companies, including as to the aggregate revenues BofA Merrill Lynch had received from BAM and/or such identified affiliates or portfolio companies for corporate banking, global markets and other investment banking services during the period January 1, 2014 through January 31, 2016, which revenues totaled approximately $58 million to $69 million. This information had been provided to the Special Committee in advance of the meeting and was updated and generally consistent with information previously provided to the Special Committee on January 21, 2016. After considering such disclosures, the Special Committee remained of the view that BofA Merrill Lynch did not have any material relationships with BAM or its affiliates that would reasonably be expected to impair BofA Merrill Lynch's ability to perform its financial advisory services to the Special Committee.

Sidley then reviewed in detail with the Special Committee the terms and conditions of the merger agreement and the other transaction documents, pointing out the three-day closing mechanics proposed by BAM, and the ramifications thereof, including potential tax issues resulting therefrom.

Also at this meeting, BofA Merrill Lynch reviewed its financial analysis of the $18.25 per share consideration with the Special Committee and rendered an oral opinion, confirmed by delivery of a written opinion dated February 24, 2016, to the Special Committee to the effect that, as of that date and based on and subject to various assumptions, limitations and qualifications described in the opinion, the $18.25 per share consideration to be received in connection with the transaction by holders of the Common Stock (other than Parent, Acquisition Sub, the Guarantors, the Exchange Parties and their respective affiliates) was fair, from a financial point of view, to such holders.

After further discussion and careful consideration of the available options and alternatives, and the advantages and disadvantages of each (including the possibility of BAM terminating discussions and the Company's stock price falling to its pre-January 19, 2016 level), the Special Committee unanimously adopted resolutions (i) approving the merger agreement and other transaction documents and the transactions contemplated thereby, (ii) declaring the merger agreement and other transaction documents and the transactions contemplated thereby to be advisable and in the best interests of all of the stockholders of the Company, and (iii) authorizing certain Company officers to take necessary actions to effect the transactions contemplated by the merger agreement, including the preparation of this proxy statement, solicitation of stockholder approval of the merger agreement, holding a special meeting of stockholders for such purpose, and preparing and filing documents required by applicable law, and recommending that the Board do the same, in each case subject to BAM agreeing to an express provision in the merger agreement that permitted the Company to adopt a stockholder rights plan between signing the merger agreement and closing of the transactions contemplated thereby. The Special Committee instructed and authorized the Sidley representatives to inform Weil of the Special Committee's determinations and conditional approvals of the transaction, and that if BAM did not agree to the terms of the transaction documents, as so approved by the Special Committee, by the time the Company was ready to release its financial results for the quarter ended December 31, 2015 (expected to be February 26, 2016), the Company would release such results and declare a regular dividend in respect of the first quarter of 2016.

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Immediately thereafter, a meeting of the Board was convened with all directors present other than Messrs. Blidner, Clark and Kingston, each of whom had received notice of the meeting and had confirmed to the Secretary of the Company via email prior to the meeting that they were aware that the meeting was taking place and that they had recused themselves from, and would not attend, the meeting. The Board, with the unanimous vote of all present, (i) adopted resolutions approving the merger agreement and other transaction documents and the transactions contemplated thereby, (ii) declaring the merger agreement and other transaction documents and the transactions contemplated thereby to be advisable and in the best interests of all the stockholders of the Company, and (iii) authorizing certain Company officers to take necessary actions to effect the transactions contemplated by the merger agreement, including the preparation of this proxy statement, solicitation of stockholder approval of the merger agreement, holding a special meeting of stockholders for such purpose, and preparing and filing documents required by applicable law, in each case subject to BAM agreeing to an express provision in the merger agreement that permitted the Company to adopt a stockholder rights plan between signing the merger agreement and closing of the transactions contemplated thereby.

Shortly after the conclusion of these meetings, Sidley, Weil, BofA Merrill Lynch, Ms. Elman and Mr. Blidner held a teleconference to inform Weil and BAM of the Special Committee's and the Board's conditional approval of the transaction. Mr. Blidner stated that, in lieu of agreeing to an express provision in the merger agreement that permitted the Company to adopt a stockholder rights plan between signing the merger agreement and closing of the transactions contemplated thereby, BAM would agree to certain limited modifications to its then-current standstill agreement that would provide reasonable assurances to the Special Committee with respect to BAM and its affiliates not purchasing additional shares of Common Stock. The participants on this call then discussed several alternatives to achieve the parties' objectives.

Immediately after this teleconference, the Special Committee reconvened its meeting to receive an update on the conversation that had just taken place with Weil and Mr. Blidner. After careful consideration of the available options and the advantages and disadvantages of each, the Special Committee unanimously determined that the modified standstill proposed by Mr. Blidner had the same substantive effect as inclusion of an express right of the Company to adopt a stockholder rights plan, as previously considered by the Special Committee and on which the Special Committee's prior approval of the transaction documents and the transactions contemplated thereby was conditioned. The Special Committee unanimously adopted the same resolutions in respect of the merger agreement, the other transaction documents and the transactions contemplated thereby as it did earlier in the evening, but this time on the understanding that the transactions would include this modified standstill agreement in lieu of the ability for the Company to implement a stockholders rights plan after signing. Immediately thereafter, the meeting of the Board was reconvened with all directors present other than Messrs. Blidner, Clark and Kingston, who had recused themselves, and the Board unanimously adopted the same resolutions in respect of the merger agreement, the other transaction documents and the transactions contemplated thereby as it did earlier in the evening, but this time on the understanding that the transactions would include this modified standstill agreement in lieu of the ability for the Company to implement a stockholders rights plan after signing.

After these meetings, Sidley and Weil exchanged near final drafts of the merger agreement and other transaction documents. Weil and BAM objected to proposed language with respect to the modified standstill that had been discussed earlier in the evening. After a number of discussions with BAM, Weil and management, BAM agreed to allow the Company to implement a stockholder rights plan between signing and closing in lieu of agreeing to any modification of the existing BAM standstill. Sidley, on behalf of the Special Committee, accepted this because it was the term on which the Special Committee had conditioned its approval of the transaction earlier in the evening.

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Further revised drafts of the transaction documents were exchanged by Weil and Sidley, and the parties executed the Merger Agreement and related definitive agreements early in the morning of February 25, 2016, at which time the Company issued a press release announcing the transaction.

On or about February 24, 2016, BAM met with several members of senior management of the Company, other than Mr. Silberfein, to discuss BAM's intentions for the Company and potential post-closing scenarios. No employment arrangements were discussed.

On February 25, 2016, BAM filed an amendment to its Schedule 13D with the SEC reflecting the transaction and attaching copies of the Merger Agreement, the Voting Agreement, the Exchange Agreement and the Side Letter.

On February 29, 2016, the Company filed a Current Report on Form 8-K with the SEC reflecting the transaction and attaching a copy of the Merger Agreement, the Voting Agreement, the Exchange Agreement and the Side Letter. The Company also reported its fourth quarter and full year 2015 financial results on February 29, 2016.

On March 3, 2016, the Special Committee unanimously and conditionally approved the adoption of a stockholder rights plan and the declaration of a dividend distribution of rights contemplated thereby, which were conditioned on BAM not agreeing either (i) to extend the existing standstill agreement between BAM and the Company, which was set to expire on March 4, 2016, or (ii) to provide other reasonable assurance to the Special Committee that BAM and its affiliates would not purchase additional shares of the Company's common stock without giving the Special Committee reasonable notice thereof to enable the Special Committee to determine whether to then implement the stockholder rights plan. The Special Committee authorized and instructed Mr. Silberfein and Ms. Elman to communicate the Special Committee's conditional approval of a stockholder rights plan to BAM.

Later on March 3, 2016, Mr. Silberfein and Ms. Elman informed representatives of BAM of the Special Committee's conditional approval of a stockholder rights plan. The BAM representatives confirmed that BAM and its affiliates did not have any intention to purchase additional shares of Common Stock and offered to provide the Company with at least two business days' notice if that intention changed.

The Special Committee met on March 4, 2016, at which time Mr. Silberfein and Ms. Elman updated the Special Committee on their discussion with BAM. At this meeting, the Special Committee considered BAM's stated intention to not purchase additional shares of Common Stock and offer to notify the Company at least two business days' prior to any change in that intention. After careful consideration, the Special Committee unanimously decided not to implement at that time the stockholder rights plan that had been conditionally approved on the prior day, and authorized and instructed Mr. Silberfein and Ms. Elman to communicate to BAM the Special Committee's decision, and to obtain written confirmation of BAM's position.

On March 10, 2016, the Company received a letter from BAM informing the Company that, as of such date, and at any time prior to the earlier of receipt of the stockholder approvals required under the Merger Agreement and the termination of the Merger Agreement, BAM did not intend to acquire, cause any of its controlled affiliates to acquire, or assist, advise, act in concert with or participate with or knowingly encourage others to acquire, any additional shares of the Company's common stock, and that BAM intended to give the Company at least two business days' prior written notice before taking any such action. The letter also stated that BAM would give the Company reasonable notice if such intentions changed.

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Reasons for the Merger; Recommendation of the Special Committee and of the Board; Fairness of the Merger

As described above, the Board established the Special Committee and delegated to it all the Board's power and authority with respect to BAM's proposal and any alternatives thereto, including, among other things, the power and authority to evaluate, accept, reject and/or negotiate the proposal, explore and solicit other proposals and/or explore, evaluate and effect alternatives to the BAM proposal, and to cause the Company to take any and all corporate and other actions, and/or enter into any agreements with BAM or third parties, and/or adopt any measures, in response to or in connection with the BAM proposal, all as may be determined by the Special Committee in its sole discretion. The Special Committee evaluated, with the assistance of its legal and financial advisors, the Merger Agreement and the Merger and the other Transactions and, on February 24, 2016, the Special Committee unanimously determined that the Merger Agreement and the other Transaction Documents, and the Transactions, including the Merger, are advisable and in the best interests of all the stockholders of the Company. Further, the Board and the Special Committee reasonably believe that the Merger Agreement, the Exchange Agreement and the Transactions, including the Merger, are fair to the Company's Unaffiliated Stockholders.

The Special Committee engaged its own legal and financial advisors and received advice throughout the negotiations from such advisors. Since the members of the Special Committee are independent of and not affiliated with BAM or any if its affiliates, the Special Committee believed that it could effectively represent the Unaffiliated Stockholders in negotiating the terms of the Transactions and did not believe it necessary to retain a separate unaffiliated representative to act solely on behalf of Unaffiliated Stockholders for the purposes of negotiating the Transactions.

The Special Committee also unanimously recommended to the Board that it:

•: determine that each of the Merger Agreement, the Exchange Agreement and the Transactions, including the Merger, are advisable and in the best interests of all the stockholders of the Company;
•: approve the execution, delivery and performance of the Merger Agreement and the Exchange Agreement and consummate the Transactions, including the Merger;
•: subject to the provisions of the Merger Agreement permitting a change in recommendation in certain circumstances, resolve to recommend adoption of the Merger Agreement by the stockholders of the Company as provided in the Merger Agreement and direct that the Transactions, including the Merger, and the Merger Agreement be submitted to the stockholders of the Company for their approval and adoption; and
•: duly and validly approve and take all corporate action required to be taken, under the Company's certificate of incorporation and bylaws, as amended, and pursuant to applicable law, including the Delaware General Corporation Law, by the Board to authorize the consummation of the Transactions, including the Merger.

Positive Factors

In the course of reaching the determinations and decisions, and making the recommendation, described above, the Special Committee considered the following positive factors relating to the Merger Agreement, the Merger and the other Transactions contemplated thereby, each of which the Special Committee believed supported its decision:

•: the Special Committee believed the total consideration of $18.25 per share in the Transactions was more favorable to the Unaffiliated Stockholders of the Company than the potential value that might result from other alternatives reasonably available to the Company, including the

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alternative of remaining a stand-alone public company and pursuing its current strategic plan, and other strategic or recapitalization strategies that might be undertaken as a stand-alone public company, in light of a number of factors (including the Company's small market capitalization as compared to other mall REITs, which the Special Committee believed limited the Company's institutional investor base), including the risks and uncertainty associated with those alternatives;

•: the current and historical market prices of the Common Stock, including the market performance of the Common Stock relative to that of other participants in the Company's industry and general market indices, and the fact that the consideration of $18.25 per share in the Transactions represents a premium of approximately 35% over the closing price per share of the Company's Common Stock on January 15, 2016, the last trading day before BAM's announcement of its initial proposal to acquire the Company, and an increase of $1.25 per share from the $17.00 per share price originally proposed by BAM on January 16, 2016;
•: the Special Committee believed the transaction consideration was fair in light of the Company's business, operations, financial condition, strategy and prospects, as well as the Company's historical and projected financial performance;
•: the Special Committee's belief that the $18.25 per share cash consideration represented the highest per share consideration that could be obtained from BAM and that BAM likely would have withdrawn its offer if the Special Committee did not accept it;
•: during the period since BAM publicly announced its initial proposal to acquire the Company until the signing of the Merger Agreement, share prices dropped for publicly traded mall REITs that are deemed industry comparables to the Company;
•: the likelihood that if the Special Committee had rejected BAM's final proposal, the price of the Company's common stock could, in the opinion of the Special Committee, likely fall to below $13.49, its closing price on January 15, 2016, the last trading day prior to the public announcement of BAM's initial proposal;
•: subsequent to the Company's announcement on January 19, 2016 of its receipt of BAM's initial proposal to acquire the Company and at the direction of the Special Committee, BofA Merrill Lynch had contacted over 40 parties, including those viewed as the most likely potentially interested parties, to solicit and encourage competing proposals, of which six parties had requested (and were provided) access to confidential information with respect to the Company, but none of those six parties expressed any further interest in exploring an acquisition or other transaction with the Company;
•: many of the potentially interested parties BofA Merrill Lynch contacted indicated that they were not interested in the sector of the mall industry in which the Company operates, could not likely bid more than BAM's initial publicly announced offer price of $17.00 per share and/or were concerned about investing resources to explore a strategic transaction with the Company given the large equity position that BAM's affiliates hold in the Company;
•: the process that the Company conducted in late 2013 to explore its potential strategic alternatives, including a sale of the Company, which did not result in a transaction;
•: the Special Committee's understanding of the Company's business, assets, financial condition and results of operations, its competitive position and historical and projected financial performance, and the nature of the industry in which the Company competes;
•: the Special Committee's belief that any alternative to an acquisition of the Company involving an asset sale or joint venture would likely be complex, time consuming and uncertain to be completed;

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•

the efforts made by the Special Committee, with the assistance of its advisors, to negotiate and execute a Merger Agreement as favorable to the Company and its Unaffiliated Stockholders under the circumstances, and the fact that extensive negotiations regarding the Merger Agreement were held between the Special Committee and its advisors and BAM and its advisors;

•

that the proposed transaction consideration is all cash so that the transaction allows the Unaffiliated Stockholders of the Company to realize a fair value, in cash, for their investment and provides such stockholders certainty of value for their shares, especially when viewed against the risks confronting the Company's business, including the risks identified in the Company's Annual Report on Form 10-K filed with the SEC on March 8, 2016;

•

the absence of any financing condition to the Parent Parties' obligations to close the Transactions, the absence of material regulatory approvals or third party consents required to consummate the Transactions and the relative certainty of closing;

•

the financial presentation and opinion dated February 24, 2016, of BofA Merrill Lynch to the Special Committee as to the fairness, from a financial point of view and as of such date, to the holders of Common Stock (other than Parent, Acquisition Sub, the Guarantors, the Exchange Parties and their respective affiliates) of the $18.25 per share consideration to be received by such holders in connection with the acquisition of the Company by Parent, which opinion was based on and subject to the assumptions made, procedures followed, factors considered and limitations and qualifications on the review undertaken as more fully described in the section entitled "Special Factors—Opinion of the Special Committee's Financial Advisor" beginning on page 41;

•

the availability of appraisal rights under Delaware law to holders of Common Stock who do not vote in favor of the adoption of the Merger Agreement and comply with all the required procedures under Delaware law, which provides those eligible stockholders with an opportunity to have the Delaware Court of Chancery determine the fair value of their shares, which may be more than, less than, or the same as the consideration to be received in the Transactions; and

•

the terms and conditions of the Merger Agreement, including:

•: the requirement that the Merger Agreement be adopted by holders of a majority of the outstanding shares of Company Common Stock not beneficially owned by Parent or any of its affiliates (including BPY and its affiliates);
•: the provisions allowing the Special Committee to withdraw or change its recommendation of the Merger Agreement, in response to a Superior Proposal (as such term is defined in the Merger Agreement, as described in the "The Merger Agreement—Other Covenants and Agreements—No Solicitation" section beginning on page 86) or Intervening Event (as such term is defined in the Merger Agreement, as described in the "The Merger Agreement—Other Covenants and Agreements—No Solicitation" section beginning on page 86), or to terminate the Merger Agreement to enter into a definitive written agreement providing for a Superior Proposal, in each case subject to payment of a $40.0 million termination fee;
•: the fact that the Merger Agreement does not require the Company to pay to Parent any termination fee or expenses reimbursement if the sole reason the Transactions are not consummated is the failure to obtain the requisite stockholder approvals (and no other competing transactions have been publicly announced and the Company is not in breach of its obligations under the Merger Agreement);

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•: the Company's ability to seek specific performance to prevent breaches of the Merger Agreement, to enforce specifically the terms of the Merger Agreement and to seek damages, on behalf of the holders of the Common Stock, Company Options and Company Restricted Stock, if Parent or Acquisition Sub breaches the Merger Agreement;
•: that the Guarantors have guaranteed the obligations of Parent and Acquisition Sub in connection with the Transaction Agreements and the Transactions, subject to a cap equal to the aggregate consideration payable under the Merger Agreement, other than Parent's post-closing indemnification obligations under the Merger Agreement, which are not capped; and
•: that, after consummating the Merger, the Company would no longer incur significant expenses of remaining a public company, including the legal, accounting, transfer agent, printing and filing fees, which expenses, in the absence of the Merger, could adversely affect the Company's financial performance and the value of the Common Stock.

Procedural Safeguards

In the course of reaching the determinations and decisions, and making the recommendation, described above, the Special Committee also considered the following factors relating to the procedural safeguards that the Special Committee believes were and are present to ensure the fairness of the Merger and to permit the Special Committee to represent the Company's Unaffiliated Stockholders, each of which safeguards the Special Committee believed supported its decision and provided assurance of the fairness of the Transactions to the Company's Unaffiliated Stockholders:

•: the existence of a "majority-of-the-minority" voting requirement, pursuant to which the consummation of the Transactions is subject to a condition that the Merger Agreement be adopted by the affirmative vote of holders of a majority of the outstanding shares of Common Stock not beneficially owned by Parent or any of its affiliates (including BPY and its affiliates);
•: the Guarantors have substantial invested and uncommitted capital and that the Merger Agreement does not contain any financing conditions or contingencies;
•: the Special Committee consists of five directors who are independent of, and not affiliated with, BAM or any of its affiliates, including BPY and its affiliates;
•: the members of the Special Committee (other than Mr. Silberfein) were adequately compensated for their services consistent with market practice, and that their compensation was in no way contingent on their approving the Merger Agreement or the Transactions;
•: the Special Committee retained and was advised by its own legal and financial advisors;
•: the Special Committee was involved in extensive deliberations over a period of approximately six weeks regarding BAM's proposal to acquire the Company, including 14 meetings, and was provided with full access to the Company's management in connection with its due diligence;
•: the Special Committee had exclusive authority to decide whether or not to proceed with a transaction or any alternative thereto, subject to the Board's approval of the Merger Agreement, as required by Delaware law;
•: the Special Committee was aware that it had no obligation to recommend any transaction, including BAM's offer, and that the Special Committee had the authority to "say no" to any proposals made by BAM or any other potential acquirors;
•: the Special Committee had the authority to take such actions as the Special Committee deemed necessary or appropriate in connection with anti-takeover provisions, including, without limitation, actions with respect to the adoption, amendment or redemption of a stockholder rights plan;

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•: the Company is permitted under certain circumstances to respond to inquiries regarding acquisition proposals and, upon payment of a $40.0 million termination fee to Parent, to terminate the Merger Agreement to accept a Superior Proposal (as such term is defined in the Merger Agreement, as described in the "The Merger Agreement—Other Covenants and Agreements—No Solicitation" section beginning on page 86);
•: the Special Committee is permitted to implement a stockholder rights plan prior to closing, which, in conjunction with the letter dated March 10, 2016 from BAM to the Company stating that BAM does not intend to purchase or cause to be purchased additional shares of Common Stock and intends to give the Company at least two business days' notice before doing so, and would give the Company reasonable notice if such intention were to change, allows the Special Committee to prevent BAM and its affiliates from obtaining control of the Company outside the Transactions; and
•: the Special Committee made its evaluation of the Merger Agreement and the Merger and the other Transactions based upon the factors discussed in this proxy statement, independent of BAM and its affiliates, including BPY and its affiliates.

Risks and Potentially Negative Factors

In the course of reaching the determinations and decisions, and making the recommendation, described above, the Special Committee considered the following risks and potentially negative factors relating to the Merger Agreement, the Merger and the other Transactions:

•: the Unaffiliated Stockholders of the Company will have no ongoing equity participation in the Company following the Merger, and such stockholders will cease to participate in the Company's future earnings or growth, if any, or to benefit from increases, if any, in the value of the Common Stock, and will not participate in any potential future sale of the Company to a third party;
•: the participation in the Merger by BAM's affiliates, and the fact that their interests in the transaction differ from those of the Company's Unaffiliated Stockholders;
•: the possibility that BAM and its affiliates could, at a later date, engage in unspecified transactions including a restructuring effort or the sale of some or all of the surviving corporation or its assets to one or more purchasers that could conceivably produce a higher aggregate value than that available to stockholders in the Transactions;
•: the significant ownership of the Company by BAM's affiliates, including BPY and its affiliates, and BAM's refusal to agree to vote shares of the Company held by BAM's affiliates, including BPY and its affiliates, in favor of any Superior Proposal that Parent decided not to match, likely discouraged and will continue to discourage third parties from making offers that were competitive with BAM's;
•: the absence of a "go-shop" provision in the Merger Agreement that would permit the Company to actively solicit a superior proposal for a period after execution of the Merger Agreement, and to terminate the Merger Agreement to enter into an agreement with respect to any such superior proposal for a reduced termination fee;
•: the risk of incurring substantial expenses related to the Merger, including in connection with any litigation that may result;
•: the Merger Agreement's restrictions on the conduct of the Company's business prior to the completion of the Merger, generally requiring the Company to conduct its business only in the ordinary course, subject to specific limitations, which may delay or prevent the Company from undertaking business opportunities that may arise pending completion of the Merger;

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•: the Merger Agreement's restrictions on the Company paying dividends prior to the completion of the Merger, other than any Closing Dividend;
•: the risks and costs to the Company if the Merger does not close, including the diversion of management and employee attention, potential employee attrition and the potential effect on business and tenant relationships;
•: that the receipt of cash in respect of shares of Common Stock pursuant to the Transactions will be taxable transactions for U.S. federal income tax purposes. (see "Material United States Federal Income Tax Consequences of the Merger and the Closing Dividend" beginning on page 68);
•: the fact that there can be no assurance that all conditions to the parties' obligations to complete the Transactions will be satisfied and that, as a result, it is possible that the Merger may not be completed even if the Merger Agreement is adopted and all requisite stockholder approvals are obtained; and
•: the possibility that, under certain circumstances under the Merger Agreement, the Company may be required to reimburse Parent's expenses and/or pay a termination fee to Parent.

In the course of reaching its decision to recommend to the Board that the Board approve the Merger Agreement, the Special Committee did not consider the liquidation value of the Company because it considered the Company to be a viable going concern and therefore did not consider liquidation value to be a relevant methodology. In its evaluation of the transaction, while the Special Committee believed that there was no single method for determining "going concern value," the Special Committee believed that the future financial results reflected in management's projections for the Company and the related additional factors considered by the Special Committee provided an indication of the Company's going concern value. In addition, the Special Committee did not consider net book value, which is an accounting concept, a factor because it believed that net book value is not a material indicator of the value of the Company as a going concern but rather is indicative of historical costs. The Company's net book value per share as of December 31, 2015 was approximately $9.29, or approximately 49% lower than the $18.25 per share cash Transaction consideration. The Special Committee also did not consider any precedent transactions because, given the lack of recent merger and acquisition activity in the shopping mall sector and limited comparability, it believed there were no precedent transactions of relevance to consider.

The Special Committee did not view the prices paid by the Company for the open market repurchases of shares of Common Stock in 2015 detailed in the "Important Information Concerning the Company—Transactions in Common Stock" section beginning on page 112 as relevant beyond indicating the trading price of the Common Stock during such periods. Because none of the Parent Parties or the Brookfield Filing Persons purchased any shares of Common Stock in the last two years, there were no purchase prices in any such transactions available for the Special Committee to consider.

Further, because neither the Company nor any of its affiliates has received in the last two years any firm offers concerning any merger or consolidation with respect to the Company, any sale or other transfer of all or any substantial part of the Company's assets or a purchase of the Company's securities that would enable the holder to exercise control of the Company, from any party (other than the offer from BAM, on behalf of a real estate fund managed by it, which led to the Merger Agreement), the consideration of any alternative or recent firm offers was not a factor available for the Special Committee to consider.

The foregoing discussion of the information and factors considered by the Special Committee includes the material factors considered by the Special Committee. In view of the variety of factors considered in connection with its evaluation of the Merger, the Special Committee did not find it practicable to, and did not, quantify or otherwise assign relative weights to the specific factors considered in reaching its determination and recommendation. In addition, individual members of the

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Special Committee may have given different weights to different factors. The Special Committee recommended the Merger Agreement and the Merger and the other Transactions based upon the totality of the information it considered.

The Board of Directors

The Board consists of eight directors, three of whom are the Brookfield Directors, which have interests in the Merger different from the interests of the Company's unaffiliated stockholders (the "Unaffiliated Stockholders") generally. The Board established the Special Committee of all the members of the Board, other than the Brookfield Directors, and delegated to it the exclusive power and authority of the Board to, among other things, review, evaluate, reject, negotiate and, if appropriate, make a recommendation to the Board regarding the proposal from BAM, on behalf of a real estate fund managed by BAM, to acquire the Company, or any alternative or response thereto. On February 24, 2016, on the basis of the Special Committee's recommendation and the other factors described below, the Board unanimously (with the Brookfield Directors abstaining from the vote and recusing themselves from the discussion because they have interests in the Merger different from the interests of the Company's Unaffiliated Stockholders generally, as described in the "Special Factors—Interests of the Company's Directors and Executive Officers in the Merger—Named Executive Officer Merger-Related Compensation" section beginning on page 57):

•: determined that the Merger Agreement and the Transactions, including the Merger, are advisable and in the best interests of the Company's stockholders;
•: approved the Merger Agreement and other Transaction Documents, and the Transactions, including the Merger;
•: subject to the provisions of the Merger Agreement permitting a change in recommendation in certain circumstances, resolved to recommend adoption of the Merger Agreement by the stockholders of the Company and direct that the Merger Agreement be submitted to the stockholders of the Company for adoption; and
•: resolved to duly and validly approve and take all corporate action required to be taken, under the Company's certificate of incorporation and bylaws and pursuant to applicable law, including the DGCL, by the Board to authorize the consummation of the Transactions, including the Merger.

In determining that the Merger Agreement is advisable and in the best interests of the Unaffiliated Stockholders of the Company, and approving the Merger Agreement, the Merger and the other transactions contemplated thereby, and recommending that the Company's stockholders vote for the adoption of the Merger Agreement, the Board, which, with the Brookfield Directors abstaining and excusing themselves from all discussions of the Board concerning the Merger Agreement, the Merger and the other transactions contemplated thereby, because they have interests in the Merger different from the interests of the Company's Unaffiliated Stockholders generally, as described in the "Special Factors—Interests of the Company's Directors and Executive Officers in the Merger—Named Executive Officer Merger-Related Compensation" section beginning on page 57, consisted solely of all the members of the Special Committee, expressly and unanimously adopted the analysis of the Special Committee, which is discussed above.

The foregoing discussion of the information and factors considered by the Board includes the material factors considered by the Board. In view of the variety of factors considered in connection with its evaluation of the Merger, the Board did not find it practicable to, and did not, quantify or otherwise assign relative weights to the specific factors considered in reaching its determination and recommendation. In addition, individual directors may have given different weights to different factors. The Board approved and recommends the Merger Agreement based upon the totality of the

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information presented to and considered by it. The Board recommends that you vote "FOR" the adoption of the Merger Agreement.

Opinion of the Special Committee's Financial Advisor

The Special Committee retained BofA Merrill Lynch to act as the Special Committee's financial advisor in connection with the Special Committee's response to BAM's January 16, 2016 proposal and related matters, including Parent's proposed acquisition of the Company (referred to in this section as the "transaction"). BofA Merrill Lynch is an internationally recognized investment banking firm which is regularly engaged in the valuation of businesses and securities in connection with mergers and acquisitions, negotiated underwritings, secondary distributions of listed and unlisted securities, private placements and valuations for corporate and other purposes. The Special Committee selected BofA Merrill Lynch to act as the Special Committee's financial advisor on the basis of BofA Merrill Lynch's experience in REIT and similar transactions and in related-party transactions, its reputation in the investment community and its familiarity with the Company and its business.

At a February 24, 2016 meeting of the Special Committee held to evaluate the transaction, BofA Merrill Lynch rendered an oral opinion, confirmed by delivery of a written opinion dated February 24, 2016, to the Special Committee to the effect that, as of that date and based on and subject to various assumptions, limitations and qualifications described in the opinion, the $18.25 per share consideration to be received in connection with the transaction by holders of the Common Stock (other than Parent, Acquisition Sub, the Guarantors, the Exchange Parties and their respective affiliates) was fair, from a financial point of view, to such holders.

The full text of BofA Merrill Lynch's written opinion, dated February 24, 2016, is attached as Annex B to this proxy statement and is incorporated in this document by reference. The written opinion sets forth, among other things, the assumptions made, procedures followed, factors considered and limitations and qualifications on the review undertaken by BofA Merrill Lynch in rendering its opinion. The following summary of BofA Merrill Lynch's opinion is qualified in its entirety by reference to the full text of the opinion. BofA Merrill Lynch delivered its opinion to the Special Committee for the benefit and use of the Special Committee (in its capacity as such) in connection with and for purposes of its evaluation of the per share consideration from a financial point of view. BofA Merrill Lynch's opinion did not address any other terms or other aspects or implications of the transaction or related transactions and no opinion or view was expressed as to the relative merits of the transaction or related transactions in comparison to other strategies or transactions that might be available to the Company or in which the Company might engage or as to the underlying business decision of the Company to proceed with or effect the transaction or any related transaction. BofA Merrill Lynch also expressed no opinion or recommendation as to how any stockholder should vote or act in connection with the transaction, any related transactions or any other matter.

In connection with its opinion, BofA Merrill Lynch, among other things:

•: reviewed certain publicly available business and financial information relating to the Company;
•: reviewed certain internal financial and operating information with respect to the business, operations and prospects of the Company furnished to or discussed with BofA Merrill Lynch by the management of the Company, including certain financial forecasts relating to the Company prepared by the management of the Company both before and after giving effect to a potential sale by the Company of joint venture interests in certain properties of the Company (collectively, the "JV Interests Sales") contemplated to be undertaken in 2016 (such forecasts, before giving effect to such JV Interests Sales, the "base plan" and, after giving effect to such JV Interest Sales, the "base plan with capital markets activity"), and discussed with the management of the Company its assessments as to the relative likelihood of achieving the future financial forecasts reflected in the base plan and the base plan with capital markets activity;

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•: discussed the past and current business, operations, financial condition and prospects of the Company with members of the senior management of the Company;
•: reviewed the trading history for the Common Stock and a comparison of that trading history with the trading histories of other companies BofA Merrill Lynch deemed relevant;
•: compared certain financial and stock market information of the Company with similar information of other companies BofA Merrill Lynch deemed relevant;
•: considered the results of its efforts, at the direction of the Special Committee, to solicit indications of interest from selected third parties with respect to a possible acquisition of the Company;
•: reviewed a draft, dated February 24, 2016, of the Merger Agreement; and
•: performed such other analyses and studies and considered such other information and factors as BofA Merrill Lynch deemed appropriate.

BofA Merrill Lynch did not rely, for purposes of its opinion, on a comparison of the financial terms of the transaction to the financial terms of other transactions given, in its view, the lack of recent transactions in the mall sector of the industry in which the Company operates, and sufficient comparability of other transactions with the transaction. In arriving at its opinion, BofA Merrill Lynch assumed and relied upon, without independent verification, the accuracy and completeness of the financial and other information and data publicly available or provided to or otherwise reviewed by or discussed with BofA Merrill Lynch and relied upon the assurances of the management of the Company that it was not aware of any facts or circumstances that would make such information or data inaccurate or misleading in any material respect. As the Special Committee was aware, based on the assessments of the management of the Company as to the relative likelihood of achieving the future financial results reflected in the base plan and the base plan with capital markets activity, BofA Merrill Lynch was directed to use, and BofA Merrill Lynch relied upon, the base plan with capital markets activity for purposes of its analyses and opinion. With respect to the base plan with capital markets activity, BofA Merrill Lynch was advised by the Company, and BofA Merrill Lynch assumed, that it was reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of the management of the Company as to the future financial performance of the Company and the other matters covered thereby. At the direction of the Company, BofA Merrill Lynch relied upon the assessments of the management of the Company as to, among other things, (i) the amount and timing of a special cash dividend or other distribution and the net proceeds to be realized from contemplated JV Interest Sales, (ii) the potential impact on the Company of certain market, competitive and other trends in and prospects for the commercial real estate and retail markets and related credit and financial markets and (iii) existing and future relationships, agreements and arrangements with, and the ability to attract and retain, key tenants of the Company. BofA Merrill Lynch assumed, with the Company's consent, that any developments with respect to any such matters would not be meaningful in any respect to BofA Merrill Lynch's analyses or opinion.

BofA Merrill Lynch did not make and was not provided with any independent evaluation or appraisal of the assets or liabilities (contingent, derivative, off-balance sheet or otherwise) of the Company or any other entity, nor did BofA Merrill Lynch make any physical inspection of the properties or assets of the Company or any other entity. BofA Merrill Lynch made no analysis of, nor did BofA Merrill Lynch express any opinion or view as to, the adequacy or sufficiency of allowances for credit losses with respect to leases or other matters. BofA Merrill Lynch also did not evaluate the solvency or fair value of the Company or any other entity under any state, federal or other laws relating to bankruptcy, insolvency or similar matters. BofA Merrill Lynch assumed, at the direction of the Company, that the transaction and related transactions would be consummated in accordance with their respective terms and in compliance with all applicable laws, documents and other requirements,

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without waiver, modification or amendment of any material term, condition or agreement, and that, in the course of obtaining the necessary governmental, regulatory and other approvals, consents, releases and waivers for the transaction and related transactions, no delay, limitation, restriction or condition, including any divestiture requirements or amendments or modifications, would be imposed that would have an adverse effect on the Company, the transaction or related transactions or that otherwise would be meaningful in any respect to BofA Merrill Lynch's analyses or opinion. BofA Merrill Lynch also assumed, at the direction of the Company, that the final executed merger agreement would not differ in any material respect from the draft of the Merger Agreement reviewed by BofA Merrill Lynch. BofA Merrill Lynch was advised by the Company, and BofA Merrill Lynch further assumed, that the Company has operated in conformity with the requirements for qualification as a REIT for U.S. federal income tax purposes since its formation as a REIT.

BofA Merrill Lynch expressed no view or opinion as to any terms or other aspects or implications of the transaction or related transactions (other than the $18.25 per share consideration to the extent expressly specified in its opinion), including, without limitation, the form or structure of the transaction or any related transactions, any exchange, voting or indemnification agreement or arrangement or any other arrangements, agreements or understandings entered into in connection with or related to the transaction, any related transactions or otherwise. BofA Merrill Lynch's opinion was limited to the fairness, from a financial point of view, of the $18.25 per share consideration to be received by the holders of Common Stock (other than Parent, Acquisition Sub, the Guarantors, the Exchange Parties and their respective affiliates) and no opinion or view was expressed with respect to any consideration received in connection with the transaction or related transactions by the holders of any other class of securities or any creditors or other constituencies of any party. In addition, BofA Merrill Lynch expressed no opinion or view with respect to the fairness (financial or otherwise) of the amount, nature or any other aspect of any compensation to any of the officers, directors or employees of any party to the transaction or related transactions or any related entities or class of such persons, relative to the per share consideration or otherwise. BofA Merrill Lynch also expressed no view or opinion with respect to, and BofA Merrill Lynch relied at the direction of the Company upon the assessments of the Company and its representatives regarding, legal, regulatory, accounting, tax and similar matters relating to the Company, its related entities and stockholders and the transaction and related transactions, as to which BofA Merrill Lynch understood that the Company obtained such advice as it deemed necessary from qualified professionals.

BofA Merrill Lynch's opinion was necessarily based on financial, economic, monetary, market and other conditions and circumstances as in effect on, and the information made available to BofA Merrill Lynch as of, the date of its opinion. Although subsequent developments may affect BofA Merrill Lynch's opinion, BofA Merrill Lynch does not have any obligation to update, revise or reaffirm its opinion. The issuance of BofA Merrill Lynch's opinion was approved by BofA Merrill Lynch's Americas Fairness Opinion Review Committee. The Special Committee imposed no instructions or limitations on the investigations made or procedures followed by BofA Merrill Lynch in rendering its opinion, other than as described in this summary.

The following is a summary of the material financial analyses provided by BofA Merrill Lynch to the Special Committee in connection with the proposed transaction. The financial analyses summarized below include information presented in tabular format. In order to fully understand the financial analyses performed by BofA Merrill Lynch, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses performed by BofA Merrill Lynch. Considering the data set forth in the tables below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of the financial analyses performed by BofA Merrill Lynch. For purposes of the analyses described below, the term (i) "per share consideration" refers to the $18.25 per share cash consideration payable to the holders of

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Common Stock pursuant to the Merger and pro rata payment by the Company of a special cash dividend or other distribution prior to the effective time of the Merger, (ii) "stabilized net operating income" refers to the operating income estimated by the Company to be derived from the use and operation of properties (exclusive of recently acquired properties, partial sales and recent development projects), consisting primarily of rental income, less the sum of assumed operating expenses (such as utilities, administrative expenses, repairs and maintenance, management fees and advertising), and fixed expenses (such as insurance, real estate taxes and, if applicable, ground lease payments), (iii) "non-stabilized net operating income" refers to the operating income estimated by the Company to be derived from the use and operation of recently acquired properties, partial sales and recent development projects, less the sum of assumed operating expenses and fixed expenses, (iv) "underwritten net operating income" or "core net operating income" refers to the sum of stabilized net operating income and non-stabilized net operating income and (v) "core EBITDA" refers to core net operating income less cash general and administrative expenses. Implied per share equity values reflected in the summaries of the financial analyses described below were rounded to the nearest $0.25.

February 24, 2016 Financial Presentation

The financial presentation provided to the Special Committee in connection with BofA Merrill Lynch's opinion, dated February 24, 2016, to the Special Committee, referred to as the February 24, 2016 financial presentation, included the following material financial analyses:

Net Asset Value Analysis. BofA Merrill Lynch performed a net asset value analysis of the Company by calculating, based on property-level net operating income and cash flows reflected in the base plan with capital markets activity for the fiscal year ending December 31, 2016, an aggregate implied real estate value range for the Company, which range implied nominal market capitalization rates of 7.1% to 7.8%. An implied per share equity value reference range for the Company was then calculated based on the Company's total implied real estate value, plus the Company's estimated cash and cash equivalents, restricted cash, rent and other receivables, capitalized management fee income (as applicable) and other assets as reflected on the Company's balance sheet as of December 31, 2015 or as otherwise estimated by the Company's management, less the Company's outstanding liabilities as of such date as reflected on such balance sheet or as otherwise estimated by the Company's management (including indebtedness under the Company's revolving credit facility and term loans, mortgage debt (excluding a special consideration asset expected by the Company management to be returned to the lender), the liquidation preference of preferred units of Rouse Properties, LP, marked-to-market debt adjustments and other liabilities), divided by the total number of fully diluted shares of Common Stock and units of Rouse Properties, LP outstanding. This analysis indicated the following approximate implied per share equity value reference range for the Company, as compared to the per share consideration:

Implied Per Share Equity Value Reference Range		Per Share Consideration

$16.75 - $21.75		$18.25

Discounted Cash Flow Analysis. BofA Merrill Lynch performed a discounted cash flow analysis of the Company by calculating the estimated present value (as of January 1, 2016) of the standalone unlevered, after-tax free cash flows that the Company was forecasted to generate, based on the base plan with capital markets activity, during the fiscal years ending December 31, 2016 through December 31, 2020 (normalized in the terminal year to adjust for non-recurring items, one-time costs and assumed capital improvements for the Company's properties). For purposes of this analysis, stock-based compensation was treated as a cash expense. BofA Merrill Lynch calculated terminal values for the Company by applying to the Company's standalone unlevered, after-tax free cash flows a selected

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range of perpetuity growth rates of 1.5% to 2.0%. The unlevered, after-tax free cash flows and terminal values were then discounted to present value (as of January 1, 2016) using a selected range of discount rates of 8.25% to 8.75%. This analysis indicated the following approximate implied per share equity value reference range for the Company, as compared to the per share consideration:

Implied Per Share Equity Value Reference Range		Per Share Consideration

$15.25 - $22.00		$18.25

Selected Public Companies Analysis. BofA Merrill Lynch reviewed publicly available financial and stock market information of the Company and the following three selected companies that BofA Merrill Lynch viewed as generally relevant as U.S. publicly traded REITs with nationwide mall operations focused primarily in secondary markets, collectively referred to as the selected REITs:

•: CBL & Associates Properties Inc.
•: Pennsylvania Real Estate Investment Trust
•: WP Glimcher Inc.

BofA Merrill Lynch reviewed, among other things, closing stock prices on February 22, 2016 of the selected REITs as a multiple of calendar year 2016 and calendar year 2017 estimated funds from operations, referred to as FFO per share. Financial data of the selected REITs were based on publicly available consensus estimates. Financial data of the Company were based on the base plan with capital markets activity and publicly available consensus estimates.

The overall low to high closing stock prices on February 22, 2016 for the selected REITs were $7.82 to $18.61 per share and the implied overall low to high calendar year 2016 and calendar year 2017 estimated FFO per share multiples for the selected REITs were 4.4x to 9.9x (with a mean of 6.3x and a median of 4.5x) and 4.3x to 9.2x (with a mean of 6.0x and a median of 4.4x), respectively. BofA Merrill Lynch noted that, based on the base plan with capital markets activity, the closing stock prices observed for the Company on February 22, 2016 and January 15, 2016 (the last trading day prior to BAM's initial acquisition proposal for the Company) were $17.69 and $13.49 per share, respectively, and the implied calendar year 2016 estimated FFO per share multiples for the Company on such dates were 9.0x and 6.8x, respectively, and calendar year 2017 estimated FFO per share multiples for the Company on such dates were 7.2x and 5.5x, respectively. BofA Merrill Lynch also noted that, based on the closing stock price observed for the Company on January 15, 2016 and publicly available consensus estimates, the implied calendar year 2016 and calendar year 2017 estimated FFO per share multiples for the Company were 6.7x and 6.1x, respectively. BofA Merrill Lynch then applied selected ranges of calendar year 2016 and calendar year 2017 estimated FFO per share multiples derived from the selected REITs of 6.5x to 9.0x and 6.0x to 8.5x, respectively, to corresponding data of the Company based on the base plan with capital markets activity. This analysis indicated the following approximate implied per share equity value reference ranges for the Company, as compared to the per share consideration:

Implied Per Share Equity Value Reference Ranges Based on:

CY 2016E FFO	CY 2017E FFO	Per Share Consideration
$12.75 - $17.75	$14.75 - $20.75	$18.25

No company or business used in this analysis is identical or directly comparable to the Company. Accordingly, an evaluation of the results of this analysis is not entirely mathematical. Rather, this analysis involves complex considerations and judgments concerning differences in financial and operating characteristics and other factors that could affect the public trading or other values of the companies or businesses to which the Company was compared.

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Other Factors. BofA Merrill Lynch also observed certain additional factors that were not considered part of BofA Merrill Lynch's financial analyses with respect to its opinion but were referenced for informational purposes, including, among other things, the following:

•: the historical trading performance of the Common Stock during the 52-week period ended February 22, 2016, which indicated low and high closing prices for the Common Stock during such period of approximately $13.12 to $19.95 per share, as compared to the $18.25 per share consideration and the closing price of the Common Stock on January 15, 2016 (the last trading day prior to BAM's initial acquisition proposal for the Company) of $13.49 per share;
•: undiscounted publicly available Wall Street research analysts' net asset value estimates for the Company for the 2015 fiscal year, the 12-month period following the third quarter of such fiscal year and the 2016 fiscal year, which indicated, among other things, an overall low to high estimated net asset value range for the Company during such periods of approximately $16.48 to $22.53 per share, as compared to the $18.25 per share consideration and the closing price of the Common Stock on January 15, 2016 (the last trading day prior to BAM's initial acquisition proposal for the Company) of $13.49 per share;
•: based on publicly available information, the implied capitalization rate payable in the acquisition, publicly announced in September 2014, which was completed in a different market environment, by Washington Prime Group Inc. of Glimcher Realty Trust ("Glimcher"), a REIT that had nationwide mall operations focused primarily in secondary markets (referred to as the "Glimcher acquisition"), which indicated, after applying the capitalization rate derived from such transaction of 6.5% to the Company's calendar year 2016 estimated underwritten net operating income based on the base plan with capital markets activity, an approximate implied equity value for the Company of $26.50 per share, as compared to the $18.25 per share consideration; and
•: based on publicly available research analysts' consensus estimates, the implied calendar year 2016 and calendar year 2017 estimated FFO per share multiples observed for certain U.S. publicly traded REITs with nationwide mall operations focused on higher-productivity markets and with stronger sales per square foot and same store net operating income growth than those of the Company and the selected REITs, specifically, General Growth Properties, Inc. ("GGP"), Simon Property Group, Inc., Tanger Factory Outlet Centers, Inc., Taubman Centers, Inc. and The Macerich Company (collectively referred to as the "other retail selected companies"), which indicated mean and median calendar year 2016 and calendar year 2017 estimated FFO per share multiples for the other retail selected companies of 17.3x and 17.5x and 15.9x and 16.2x, respectively.

February 4, 2016 Preliminary Strategic Review Materials

In addition to the February 24, 2016 financial presentation summarized above, a substantially similar copy of which was provided to the Special Committee for its review on February 22, 2016, BofA Merrill Lynch also provided preliminary discussion materials to the Special Committee on February 4, 2016, referred to as the February 4, 2016 preliminary strategic review materials, primarily for the purpose of a review of potential strategic alternatives for the Company. The preliminary financial considerations and other information in the February 4, 2016 preliminary strategic review materials reflected market data as of February 2, 2016 and were based on financial, economic, monetary, market and other conditions and circumstances as in effect on, and the information made available to BofA Merrill Lynch as of, the date of such materials. Accordingly, the results of such preliminary financial considerations and other information may have differed from the February 24, 2016 financial presentation as a result of, among other things, changes in such financial, economic, monetary, market and other conditions and circumstances and information. BofA Merrill Lynch also continued to refine various aspects of such preliminary financial considerations and other information.

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The February 4, 2016 preliminary strategic review materials did not constitute an opinion of, or recommendation by, BofA Merrill Lynch with respect to a possible transaction or otherwise. These preliminary strategic review materials primarily focused on the types of analyses summarized above for the February 24, 2016 financial presentation, utilizing procedures that were generally consistent with those contained in the February 24, 2016 financial presentation (which presentation had been updated for market data as of February 22, 2016), and indicated the same approximate implied per share equity value reference ranges for the Company as reflected in the February 24, 2016 financial presentation based on the material financial analyses summarized above.

The February 4, 2016 preliminary strategic review materials contained the following preliminary financial analyses:

•: a preliminary net asset value analysis of the Company, which used the same methodology and reflected the same approximate implied per share equity value reference range for the Company as described above under "—Net Asset Value Analysis;"
•: a preliminary discounted cash flow analysis of the standalone unlevered, after-tax free cash flows that the Company was forecasted to generate, based on the base plan with capital markets activity, during the fiscal years ending December 31, 2016 through December 31, 2020, which used the same methodology and reflected the same approximate implied per share equity value reference range for the Company as described above under "—Discounted Cash Flow Analysis;" and
•: a preliminary selected public companies analysis of the Company, which used the same methodology and reflected the same approximate implied per share equity value reference ranges for the Company as described above under "—Selected Public Companies Analysis."

The February 4, 2016 preliminary strategic review materials also contained an illustrative sensitivities overview of the potential unlevered and levered internal rates of return that could be realized by a hypothetical financial buyer in an acquisition of the Company assuming, among other things, an investment period of five years, additional leverage of $100.0 million and certain transaction expenses. For purposes of this overview, unlevered and levered cash flows of the Company were based on the base plan with capital markets activity and excluded ongoing public company costs. Estimated exit value ranges for the Company were calculated by applying to the Company's core EBITDA and core net operating income for the calendar year ending December 31, 2021 a selected range of exit multiples of 12.0x to 14.0x. BofA Merrill Lynch then derived ranges of theoretical internal rates of return for an illustrative exit transaction at the end of the Company's calendar year ending December 31, 2021 based on assumed ranges of purchase prices of $17.00 to $23.00 per share and exit capitalization rates of 9.0% to 7.7%. This overview indicated an implied unlevered internal rate of return of approximately 6.4% to 12.3% and implied levered internal rates of return of approximately 9.7% to 22.5% (assuming no incremental debt) and 10.3% to 24.3% (assuming $100.0 million of incremental debt).

The February 4, 2016 preliminary strategic review materials also referenced for informational purposes certain other factors, including, among other things, (i) the historical trading performance of the Common Stock during the 52-week period ended February 2, 2016, (ii) undiscounted publicly available Wall Street research analysts' net asset value estimates for the Company for the 2015 fiscal year, the 12-month period following the third quarter of such fiscal year and the 2016 fiscal year, (iii) based on publicly available information, the implied capitalization rates payable in selected precedent transactions, including the Glimcher acquisition, and (iv) the implied calendar year 2016 and calendar year 2017 estimated FFO per share multiples observed for the other retail selected companies based on publicly available research analysts' consensus estimates (which indicated, as of February 2, 2016, mean and median calendar year 2016 and calendar year 2017 estimated FFO per share multiples for the other retail selected companies of 17.6x and 18.6x and 16.2x and 17.1x, respectively).

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The February 4, 2016 preliminary strategic review materials also referenced, for informational purposes, certain other financial considerations and information, including preliminary market and financial perspectives regarding the Company and BAM's initial acquisition proposal for the Company of $17.00 per share, potential strategic alternatives, potential acquirors of or partners to the Company, transaction process considerations and other strategic considerations, as well as certain case studies of strategic transactions. In addition, BofA Merrill Lynch noted, among other things, (a) certain Wall Street research analysts' views as to the Company and BAM's initial $17.00 per share acquisition proposal for the Company, (b) improvements in the Company's financial performance and certain operating metrics since January 12, 2012 (the date on which the Company completed its spin-off from GGP), including in comparison to corresponding operating metrics of the selected REITs and the other retail selected companies, (c) the Company's past and anticipated investments in developments, redevelopments and acquisitions as compared to corresponding investment levels for the selected REITs and the other retail selected companies, (d) average next 12 months estimated FFO per share multiples, average trading performance relative to net asset value and expected same store net operating income and FFO per diluted share growth for the Company as compared to corresponding data for the selected REITs and the other retail selected companies and (e) certain share price and trading volume information for the Company.

Miscellaneous

As noted above, the discussion set forth above is a summary of the material financial analyses and other factors reviewed by BofA Merrill Lynch with the Special Committee in connection with the transaction and is not a comprehensive description of all analyses undertaken or factors considered by BofA Merrill Lynch. The preparation of a financial opinion or analyses is a complex process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances and, therefore, a financial opinion is not readily susceptible to partial analysis or summary description. BofA Merrill Lynch believes that the analyses summarized above must be considered as a whole. BofA Merrill Lynch further believes that selecting portions of its analyses considered or focusing on information presented in tabular format, without considering all analyses or the narrative description of the analyses, could create a misleading or incomplete view of the processes underlying BofA Merrill Lynch's analyses and opinion. The fact that any specific analysis has been referred to in the summary above is not meant to indicate that such analysis was given greater weight than any other analysis referred to in the summary.

In performing its analyses, BofA Merrill Lynch considered industry performance, general business and economic conditions and other matters, many of which are beyond the control of the Company. The estimates of the future performance of the Company in or underlying BofA Merrill Lynch's analyses are not necessarily indicative of actual values or actual future results, which may be significantly more or less favorable than those estimates or those suggested by BofA Merrill Lynch's analyses. These analyses were prepared solely as part of BofA Merrill Lynch's analysis of the fairness, from a financial point of view, of the proposed consideration payable by BAM in the transaction and were provided to the Special Committee in connection with its evaluation of the transaction. The analyses do not purport to be appraisals or to reflect the prices at which a company might actually be sold or acquired or the prices at which any securities have traded or may trade at any time in the future. Accordingly, the estimates used in, and the ranges of valuations resulting from, any particular analysis described above are inherently subject to substantial uncertainty and should not be taken to be BofA Merrill Lynch's view of the actual value of the Company.

The type and amount of consideration payable in the transaction were determined through negotiations between the Special Committee and BAM, rather than by any financial advisor, and were approved by the Special Committee and the Board. The decision to enter into the Merger Agreement was solely that of the Special Committee and the Board. As described above, BofA Merrill Lynch's

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opinion and analyses were only one of many factors considered by the Special Committee in its evaluation of the transaction and should not be viewed as determinative of the views of the Special Committee, management or any other party with respect to the transaction or the consideration payable in connection with the transaction.

The Company has agreed to pay BofA Merrill Lynch for its services as financial advisor to the Special Committee in connection with the transaction an aggregate fee currently estimated to be approximately $10.1 million, of which $1.5 million was payable upon delivery of its opinion and the balance is contingent upon consummation of the transaction. In addition, the Company has agreed to reimburse BofA Merrill Lynch for its reasonable expenses incurred in connection with BofA Merrill Lynch's engagement and to indemnify BofA Merrill Lynch, any controlling person of BofA Merrill Lynch and each of their respective directors, officers, employees, agents and affiliates against specified liabilities, including liabilities under the federal securities laws.

BofA Merrill Lynch and its affiliates comprise a full service securities firm and commercial bank engaged in securities, commodities and derivatives trading, foreign exchange and other brokerage activities and principal investing as well as providing investment, corporate and private banking, asset and investment management, financing and financial advisory services and other commercial services and products to a wide range of companies, governments and individuals. In the ordinary course of its businesses, BofA Merrill Lynch and its affiliates may invest on a principal basis or on behalf of customers or manage funds that invest, make or hold long or short positions, finance positions or trade or otherwise effect transactions in equity, debt or other securities or financial instruments (including derivatives, bank loans or other obligations) of the Company, BAM and certain of their respective affiliates.

BofA Merrill Lynch and its affiliates in the past have provided, currently are providing, and in the future may provide, investment banking, commercial banking and other financial services to the Company and certain of its affiliates and have received or in the future may receive compensation for the rendering of these services, including (i) having acted or acting as arranger and syndication agent for, and as a lender under, certain credit facilities of the Company and its affiliates and (ii) having acted as an underwriter for an equity offering of the Company. From January 1, 2014 through January 31, 2016, BofA Merrill Lynch and its affiliates received aggregate revenues from the Company and/or certain of its affiliates of approximately $5 million for corporate, commercial and investment banking services.

In addition, BofA Merrill Lynch and its affiliates in the past have provided, currently are providing, and in the future may provide, investment banking, commercial banking and other financial services to BAM and certain of its affiliates and portfolio companies and have received or in the future may receive compensation for the rendering of these services, including (i) having acted as an underwriter for certain equity offerings of BAM and certain of its affiliates and portfolio companies, (ii) having acted or acting as administrative agent, arranger, and/or bookrunner for, and/or as a lender under, certain subscription and other credit facilities and mortgage backed securities loans for BAM and certain of its affiliates and portfolio companies, (iii) having provided or providing certain commodity, derivatives, foreign exchange, synthetic, commercial mortgage backed security and other trading services to BAM and certain of its affiliates and portfolio companies and (iv) having provided or providing certain treasury and management products and services to BAM and certain of its affiliates and portfolio companies. From January 1, 2014 through January 31, 2016, BofA Merrill Lynch and its affiliates received aggregate revenues from BAM and/or certain identified affiliates and portfolio companies of approximately $60 million for corporate, commercial and investment banking services.

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Purpose and Reasons of the Parent Parties and the Brookfield Filing Persons for the Transactions

Under the SEC rules governing "going private" transactions, each of the Parent Parties and the Brookfield Filing Persons may be deemed an affiliate of the Company and, therefore, is required to express its purposes and reasons for the Transactions to the Company's "unaffiliated security holders," as defined under Rule 13e-3 of the Exchange Act. Each of the Parent Parties and the Brookfield Filing Persons is making the statements included in this section solely for the purpose of complying with the requirements of Rule 13e-3 and related rules under the Exchange Act. The views of each of the Parent Parties and the Brookfield Filing Persons should not be construed as a recommendation to any Company stockholder as to how that stockholder should vote on the proposal to adopt the Merger Agreement.

If the Transactions are completed, the Company will become a subsidiary of Parent and the Common Stock will cease to be publicly traded. For the Parent Parties, the purpose of the Transactions is to effectuate the transactions contemplated by the Merger Agreement. For the Brookfield Filing Persons, the purpose of the Transactions is to allow the Brookfield Filing Persons to bear the rewards and risk of their equity ownership in the Company after the Transactions are completed and the Common Stock ceases to be publicly traded.

Each of the Parent Parties and the Brookfield Filing Persons believes that it is in the best interests of the Company to operate as a privately held entity. The Parent Parties and the Brookfield Filing Persons believe that, as a privately held entity, the Company will have greater operational flexibility to pursue alternatives that it would not have as a public company and management will be able to concentrate on long-term growth, reducing the quarter-to-quarter performance often emphasized by the public equity market's valuation of the Common Stock. Each of the Parent Parties and the Brookfield Filing Persons also believes that the Transactions will provide the Company with flexibility to pursue transactions with a risk profile that may be unacceptable to many public stockholders and that these transactions can be more effectively executed as a private company.

Although each of the Parent Parties and the Brookfield Filing Persons believes that there will be significant opportunities associated with their investment in the Company, the Parent Parties and the Brookfield Filing Persons realize that there are also substantial risks (including the risks and uncertainties relating to the prospects of the Company) and that such opportunities may not ever be fully realized.

If the Transactions are completed, the Parent Parties and the Brookfield Filing Persons believe that structuring the Transactions in such a manner is preferable to other alternative transaction structures because (i) it will enable Parent to acquire all of the outstanding shares of Common Stock (other than those already held by its affiliates) at the same time, (ii) it will allow the Company to cease to be a publicly registered reporting company, (iii) it represents an opportunity for the Company's Unaffiliated Stockholders to immediately realize the value of their investment in the Company and (iv) it allows the Parent Parties and the Brookfield Filing Parties to invest in the Company. The Parent Parties and the Brookfield Filing Persons were not willing to consider an alternative transaction structure in which the Unaffiliated Stockholders would be permitted to roll over a portion of their equity interests in the Company in light of the belief that it is in the best interests of the Company to operate as a privately held entity, as discussed in greater detail above. In addition, the Parent Parties and the Brookfield Filing Persons did not consider any other alternative transaction structures or other alternative means to accomplish the purposes set forth above because no other alternatives would enable them to invest in the Company and allow for the Company to cease being a publicly registered and reporting company.

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Positions of the Parent Parties and the Brookfield Filing Persons as to the Fairness of the Merger

Under the SEC rules governing "going private" transactions, each of the Parent Parties and the Brookfield Filing Persons (see "Important Information Regarding the Parent Parties and the Brookfield Filing Persons—The Brookfield Filing Persons" beginning on page 117) may be deemed an affiliate of the Company and, therefore, is required to express its beliefs as to the fairness of the Transactions, including the Merger, to the Company's "unaffiliated security holders," as defined under Rule 13e-3 of the Exchange Act. Each of the Parent Parties and the Brookfield Filing Persons is making the statements included in this section solely for the purpose of complying with the requirements of Rule 13e-3 and related rules under the Exchange Act. The views of each of the Parent Parties and the Brookfield Filing Persons should not be construed as a recommendation to any Company stockholder as to how that stockholder should vote on the proposal to adopt the Merger Agreement.

The Parent Parties negotiated with the Special Committee with the intent to achieve the terms of a transaction that would be most favorable to the Parent Parties, and not necessarily to the Company's Unaffiliated Stockholders, and, accordingly, did not negotiate the Merger Agreement with the goal of obtaining terms that were fair to such Unaffiliated Stockholders. The Special Committee consists of all the members of the Board, other than the Brookfield Directors, and the members of the Special Committee have no financial interest in the Transactions different from, or in addition to the interests of the Company's Unaffiliated Stockholders other than their interests described under "Special Factors—Interests of the Company's Directors and Executive Officers in the Merger" beginning on page 57.

None of the Parent Parties or the Brookfield Filing Persons participated in the deliberations of the Special Committee or the Board regarding, or received advice from the Company's legal advisors or financial advisors as to, the substantive or procedural fairness of the Transactions to the Company's Unaffiliated Stockholders. None of the Parent Parties or the Brookfield Filing Persons has performed, or engaged a financial advisor to perform, any valuation or other analysis for the purposes of assessing the fairness of the Transactions to the Company's Unaffiliated Stockholders.

Based on the knowledge and analysis of each of the Parent Parties and the Brookfield Filing Persons of available information regarding the Company, as well as discussions with the Company's senior management regarding the Company and its business and the factors considered by, and the analysis and resulting conclusions of, the Board, at the recommendation of the Special Committee, discussed under "Special Factors—Reasons for the Merger; Recommendation of the Special Committee and of the Board; Fairness of the Merger" beginning on page 34 (which analysis and resulting conclusions each of the Parent Parties and the Brookfield Filing Persons adopt), each of the Parent Parties and the Brookfield Filing Persons believes that the Transactions are substantively and procedurally fair to the Company's Unaffiliated Stockholders based on its consideration of the following factors, among others:

•: the Special Committee determined, by unanimous vote of all of the members of the Special Committee, and the Board determined, by the unanimous vote of all members of the Board (excluding the Brookfield Directors, who did not participate in such determination) that the Transactions are fair to, and in the best interests of, the Company's Unaffiliated Stockholders;
•: the current and historical market prices of the Common Stock, including the market performance of the Common Stock relative to that of other participants in the Company's industry and general market indices, and the fact that the consideration of $18.25 per share in the Transactions represents a premium of approximately 35% over the closing price per share of the Company's Common Stock on January 15, 2016, the last trading day before BAM's announcement of its initial proposal to acquire the Company, and an increase of $1.25 per share from the $17.00 per share price originally proposed by BAM on January 16, 2016;

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•: the $18.25 per share total consideration and the other terms and conditions of the Merger Agreement resulted from negotiations between the Parent Parties and their advisors, on the one hand, and the Special Committee and its advisors, on the other hand;
•: notwithstanding that the opinion of BofA Merrill Lynch was provided for the information and assistance of the Special Committee and none of the Parent Parties and the Brookfield Filing Persons are entitled to, and did not, rely on such opinion, the fact that the Special Committee received an opinion, dated February 24, 2016, of BofA Merrill Lynch as to the fairness, from a financial point of view and as of such date, to the holders of Common Stock (other than Parent, Acquisition Sub, the Guarantors, the Exchange Parties and their respective affiliates) of the $18.25 per share cash consideration to be received by such holders in connection with the acquisition of the Company by Parent, which opinion was based on and subject to the assumptions made, procedures followed, factors considered and limitations and qualifications on the review undertaken as more fully described in the section entitled "Special Factors—Opinion of the Special Committee's Financial Advisor" beginning on page 41;
•: the Merger Agreement requires that it be adopted not only by the affirmative vote of the holders of at least a majority of the outstanding shares of the Common Stock, but also the affirmative vote of the holders of at least a majority of the outstanding shares of the Common Stock held by stockholders entitled to vote thereon other than the Parent Parties and their affiliates;
•: the Special Committee retained and was advised by its own legal and financial advisors, each of which has extensive experience in transactions similar to the Transactions;
•: the total consideration is all cash, allowing the Company's Unaffiliated Stockholders to immediately realize a certain and fair value for all of their shares of Common Stock and, as a result, to no longer be exposed to the various risks and uncertainties related to continued ownership of Common Stock;
•: the fact that, prior to the consummation of any of the Transactions, the Parent Parties will have sufficient cash on hand to fund the aggregate total consideration, and the Merger Agreement provides that the Guarantors, jointly and severally, irrevocably and unconditionally guarantee to the Company the full and timely payment and performance by the Parent Parties of all of the Parent Parties' respective covenants, obligations, undertaking and liabilities in connection with the Transactions, including payment of the total consideration;
•: the Special Committee consists of all the members of the Board, other than the Brookfield Directors, and, other than Special Committee members' other interests described under "Interests of the Company's Directors and Executive Officers in the Merger," to the knowledge of the Parent Parties and the Brookfield Filing Persons, such directors have no financial interest in the Transactions different from, or in addition to, the Company's Unaffiliated Stockholders;
•: the Company's ability, at any time after the date of the Merger Agreement, to consider and respond to an unsolicited acquisition proposal, to furnish confidential information to, and engage in discussions or negotiations with, the person or parties making such a proposal if the Special Committee determines in good faith that such proposal constitutes or is reasonably likely to lead to a superior proposal;
•: the Company's ability, under certain circumstances, to terminate the Merger Agreement in order to enter into a definitive agreement providing for a superior proposal, subject to paying a termination fee of $40.0 million (see "The Merger Agreement—Fees and Expenses" beginning on page 93); and

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•: the availability of appraisal rights under Delaware law to holders of Common Stock who do not vote in favor of the adoption of the Merger Agreement and who comply with all the required procedures under Delaware law, which allows such holders to seek appraisal of the fair value of their stock as determined by the Court of Chancery of the State of Delaware.

In their consideration of the fairness of the Transactions, the Parent Parties and the Brookfield Filing Persons did not find it practicable to, and did not, appraise the assets of the Company to determine the liquidation value for the Company's Unaffiliated Stockholders (i) because of the impracticability of determining a liquidation value given the significant execution risk involved in any breakup, (ii) because they considered the Company to be a viable going concern and (iii) because the Company will continue to operate its business immediately following the Transactions. Because, in the last two years, none of the Parent Parties or Brookfield Filing Persons purchased any shares of Common Stock or received or were aware of any firm offers from any unaffiliated third-parties seeking to acquire control of the Company, there were no purchase prices in any transactions or proposed transactions available for the Parent Parties or Brookfield Filing Persons to consider. Further, none of the Parent Parties or Brookfield Filing Persons considered net book value, which is an accounting concept, for purposes of determining the fairness of the per share total consideration to the Company's Unaffiliated Stockholders because, in their view, net book value is not indicative of the Company's market value but rather an indicator of historical costs. Each of the Parent Parties and the Brookfield Filing Persons notes, however, that the per share transaction consideration of $18.25 is higher than the net book value of the Company per share of $9.29 as of December 31, 2015. None of the Parent Parties or the Brookfield Filing Persons sought to establish a pre-merger going concern value for the Common Stock to determine the fairness of the transaction consideration to the Company's Unaffiliated Stockholders because following the Transactions the Company will have a different capital structure. However, to the extent the pre-merger going concern value was reflected in the share price of the Common Stock on January 15, 2016, the last trading day before BAM's announcement of its initial proposal to acquire the Company, the per share transaction consideration of $18.25 represented a premium to the going concern value of the Company.

On May 2, 2016, the Company announced its financial results for (i) the first quarter of the fiscal year 2016 and (ii) the fiscal year ended December 31, 2015, which it furnished to the SEC on a current report on Form 8-K on the same date. While these results were not taken into account by any of the Parent Parties or the Brookfield Filing Persons in making their determination that the Transactions are substantively and procedurally fair to the Company's Unaffiliated Stockholders, or in the analysis supporting that determination, the performance of the Company since the Parent Parties entered into the Merger Agreement has not caused any of the Parent Parties or the Brookfield Filing Parties to change or modify their fairness determination.

The foregoing discussions of the factors considered by each of the Parent Parties and the Brookfield Filing Persons in connection with the fairness of the Transactions is not intended to be exhaustive but is believed to include all material factors considered by each of them. The Parent Parties and the Brookfield Filing Persons did not find it practicable to, and did not, quantify or otherwise attach relative weights to the foregoing factors in reaching their position as to the fairness of the Transactions. Rather, each of the Parent Parties and the Brookfield Filing Persons believes these factors provide a reasonable basis upon which to form its belief that the Transactions are fair to the Company's Unaffiliated Stockholders. This belief should not, however, be construed as a recommendation to any Company stockholder to vote in favor of the proposal to adopt the Merger Agreement. None of the Parent Parties or the Brookfield Filing Persons makes any recommendation as to how stockholders of the Company should vote their shares of Common Stock on the proposal to adopt the Merger Agreement.

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Plans for the Company after the Merger

After the effective time of the Merger, Parent anticipates that the Company will continue its current operations, except that it will cease to be an independent public company and will instead be a wholly owned subsidiary of Parent. If the Merger is consummated, the Common Stock will be delisted from the NYSE and will cease to be registered under the Exchange Act (via termination of registration pursuant to Section 12(g) of the Exchange Act). After the effective time of the Merger, the directors of Acquisition Sub immediately prior to the effective time of the Merger will become the directors of the Company, and the officers of the Company immediately prior to the effective time of the Merger will remain the officers of the Company, in each case each to hold office in accordance with the certificate of incorporation and bylaws of the Company until their respective successors are duly elected or appointed and qualified, as the case may be. On May 20, 2016, the Company announced that, if the Merger is consummated, Mr. Silberfein will resign as President and Chief Executive Officer of the Company and as a member of the Company's Board of Directors. Mr. Silberfein will remain in such positions until the Merger is consummated, and is expected to remain in such positions if the Merger is not consummated. Following the closing of the Merger, Mr. Brian Harper, the Company's current Chief Executive Officer, will serve as Chief Executive Officer of the Company.

Certain Effects of the Merger and the Other Transactions

If the Stockholder Approval and Minority Approval are obtained and the other conditions to the Closing are either satisfied or waived, the Closing Dividend, if requested by Parent—Parent has advised us that it currently intends not to request any Closing Dividend, will be declared and paid, the Requested Transactions, if any are requested by Parent, will be consummated, and Acquisition Sub will merge with and into the Company, the separate corporate existence of Acquisition Sub will cease and the Company will continue as the surviving corporation of the Merger. If the Merger is completed, all of our Common Stock will be owned by Parent. Except for the Exchange Parties and any other person who may have a beneficial ownership interest in the Company as of the Closing, none of our current stockholders will have any ownership interest in, or be a stockholder of, the Company after the completion of the Merger. As a result, our current stockholders (other than the Exchange Parties and any other person who may have an ownership interest in Parent) will no longer benefit from any increase in our value, nor will they bear the risk of any decrease in our value. Following the Merger, Parent and the Exchange Parties will benefit from any increase in our value and also will bear the risk of any decrease in our value.

The acquisition of the Company by Parent will occur through a series of transactions consisting of:

•: after satisfaction or waiver of all closing conditions, the Exchange by the Exchange Parties (which are the stockholders of the Company that are affiliated with BAM and BPY and that in the aggregate hold approximately 33.5% of the outstanding shares of Common Stock) of all shares of Common Stock owned by the Exchange Parties for new shares of Series I Preferred Stock of the Company;
•: on the next business day, if applicable, consummation of any Requested Transactions, including the declaration of any Closing Dividend, that Parent may request between signing and closing; and
•: on the second business day after the Exchange, the merger of Acquisition Sub with and into the Company, with the Company surviving the merger, referred to as the "Surviving Corporation".

Parent has advised us that it currently intends not to request any Requested Transactions or Closing Dividend.

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Upon the consummation of the Merger:

•: each issued and outstanding share of Common Stock held by the Company's Unaffiliated Stockholders immediately prior to the effective time of the Merger will be cancelled and extinguished and automatically converted into the right to receive cash in an amount equal to (x) $18.25 less (y) the pro rata portion of any Closing Dividend in respect of such share, without interest thereon (such that, as a result of the Closing Dividend, if any, and the Merger, each Unaffiliated Stockholder holding Common Stock immediately prior to the effective time of the Merger will receive in respect of each such share of Common Stock an amount in cash equal to $18.25, without interest);
•: each option to purchase Common Stock that remains outstanding as of immediately prior to the effective time of the Merger will become vested (if then unvested) in full and cancelled, and each holder thereof will be entitled to receive in respect of such option an amount in cash (without interest) equal to the number of shares of Common Stock subject to such option multiplied by the positive difference (if any) between $18.25 and per share exercise price of such option; and
•: each share of Company Restricted Stock (whether vested or unvested) that remains outstanding immediately prior to the effective time of the Merger will be cancelled, and each holder thereof will be entitled to receive $18.25 in cash per share of Company Restricted Stock (consisting of the per share Closing Dividend amount, if any, and the per share merger consideration), without interest thereon.

Furthermore, the Company ESPP will be cancelled and terminated as of the effective time of the Merger. Immediately prior to the effective time of the Merger, any then outstanding offering period rights under the Company ESPP will terminate and the Company will distribute to each participant in the Company ESPP all of his or her accumulated payroll deductions with respect to the offering period then in effect (if any).

Following the Merger, all of the Common Stock of the Company, being the Surviving Corporation, will be owned by Parent, and all of the Series I Preferred Stock of the Company, being the Surviving Corporation, will be owned by the Exchange Parties. If the Merger is completed, the beneficial owners of Parent (and, as applicable, the Exchange Parties) will be the sole beneficiaries of our future earnings and growth, if any, and will be entitled to vote on corporate matters affecting the Company following the Merger. Similarly, the beneficial owners of Parent (and, as applicable, the Exchange Parties) will also bear the risks of ongoing operations, including the risks of any decrease in our value after the Merger and the operational and other risks of the Surviving Corporation.

If the Merger is completed, the Company's stockholders, other than any person who may have a beneficial ownership interest in Parent or the Exchange Parties, will have no interest in the Company's net book value or net earnings.

As a result and upon consummation of the Transactions, the Company will be 100% owned by Parent and the Exchange Parties. The following table sets forth, among other things, the percentage

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ownership of the Company by stockholders that are affiliated with BAM pre- and post-Transactions, as well as the interest in the net book value and net earnings of the Company pre- and post-Transactions:

									Interest in Net Book Value(4)				Interest in Net (Loss)(5)

	Number of Shares pre- Merger(1)								Interest in Net Book Value(4)				Interest in Net (Loss)(5)
	Number of Shares pre- Merger(1)		% Holding pre- Merger(2)			% Holding post- Merger(3)			Pre- Merger		Post- Merger		Pre- Merger			Post- Merger
Brookfield Retail Holdings VII LLC		2,946,661		5.09	%		5.09	%	$	26,362,058	$	26,362,058	$	(513,416	)	$	(513,416	)
New Brookfield Retail Holdings R2 LLC		14,995,702		25.92	%		25.92	%	$	134,157,801	$	134,157,801	$	(2,612,801	)	$	(2,612,801	)
Brookfield BPY Retail Holdings II LLC		1,165,535		2.01	%		2.01	%	$	10,427,362	$	10,427,362	$	(203,079	)	$	(203,079	)
Brookfield Retail Holdings III Sub II LLC		11,539		0.02	%		0.02	%	$	103,233	$	103,233	$	(2,011	)	$	(2,011	)
Brookfield Retail Holdings II Sub II LLC		10,060		0.02	%		0.02	%	$	90,001	$	90,001	$	(1,753	)	$	(1,753	)
Brookfield Retail Holdings IV-A Sub II LLC		151,726		0.26	%		0.26	%	$	1,357,404	$	1,357,404	$	(26,436	)	$	(26,436	)
Brookfield Retail Holdings IV-B Sub II LLC		2,653		0.01	%		0.01	%	$	23,734	$	23,734	$	(462	)	$	(462	)
Brookfield Retail Holdings IV-C Sub II LLC		51,774		0.09	%		0.09	%	$	463,192	$	463,192	$	(9,021	)	$	(9,021	)
Brookfield Retail Holdings IV-D Sub II LLC		51,975		0.09	%		0.09	%	$	464,990	$	464,990	$	(9,056	)	$	(9,056	)
BSREP II Retail Pooling LLC		0		0	%		66.49	%	$	0	$	344,224,224	$	0		$	(6,703,965	)

(1): Reflects the amount of shares of Common Stock held by each stockholder affiliated with BAM prior to the consummation of any of the Transactions, including the Exchange.
(2): Based upon beneficial ownership as of May 24, 2016. Percentages have been rounded to the nearest one-hundredth.
(3): Reflects equity ownership based upon anticipated equity investments. Percentages have been rounded to the nearest one-hundredth.
(4): Based upon a total net book value of $517,674,000 as of March 31, 2016.
(5): Based upon net loss attributable to the Company of $(10,082,000) for the three months ended March 31, 2016.

A primary benefit of the Transactions, including the Merger, to each Unaffiliated Stockholder will be the right of such stockholders to receive, through the Closing Dividend and the Merger, an aggregate cash payment of $18.25, without interest, for each share of Common Stock held by such stockholders as described above, representing a premium of approximately 35% to the closing price of the Common Stock on January 15, 2016, the last trading day before BAM's announcement of its initial proposal to acquire the Company.

The primary detriments of the Transactions, including the Merger, to the Unaffiliated Stockholders include the lack of interest of such stockholders in our potential future earnings, growth or value. Additionally, the receipt of cash in respect of shares of Common Stock pursuant to the Closing Dividend and the receipt of cash in exchange for shares of Common Stock pursuant to the Merger will be taxable transactions for U.S. federal income tax purposes to such stockholders who receive the Closing Dividend and surrender shares of Common Stock in the Merger. See "Special Factors—Material United States Federal Income Tax Consequences of the Merger and the Closing Dividend" beginning on page 68.

In connection with the Transactions, including the Merger, Parent and the Exchange Parties will receive benefits and be subject to obligations that are different from, or in addition to, the benefits received by our stockholders generally. The primary benefits of the Transactions, including the Merger, to Parent and the Exchange Parties include their interest in our potential future earnings and growth which, if Parent and the Exchange parties successfully execute their business strategies, could be substantial. Additionally, following the Merger, we will be a private company, and as such will be relieved of the burdens imposed on companies with publicly traded equity, including the requirements

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and restrictions on trading that our directors, officers and beneficial owners of more than 10% of the shares of our Common Stock face as a result of the provisions of Section 16 of the Exchange Act and the requirement of furnishing a proxy statement in connection with stockholders' meetings pursuant to Section 14(a) of the Exchange Act. Termination of registration of our Common Stock under the Exchange Act will also substantially reduce the information required to be furnished by the Company to our stockholders and the SEC. It is estimated that the Company will save approximately $3.5 million per year as a result of no longer being a publicly traded company.

The primary detriments of the Transactions, including the Merger, to Parent and the Exchange Parties include the fact that all of the risk of any possible decrease in our earnings, growth or value following the Transactions, including Merger will be borne by Parent and the Exchange Parties (subject, in the case of the Exchange Parties, to the terms of the Series I Preferred Stock that they hold). Additionally, the investment by the investors in Parent, the Exchange Parties and the Company and its subsidiaries will not be liquid, with no public trading market for such securities, and the equity securities of Parent, the Exchange Parties and the Company and its subsidiaries may be subject to contractual restrictions on transfer, including, in the case of our securities, liens to the extent provided under the terms of our debt financing.

In connection with the Transactions, including the Merger, certain members of the Company's management will receive benefits and be subject to obligations that are different from, or in addition to, the benefits and obligations of the Company's stockholders generally, as described in more detail under "Special Factors—Interests of the Company's Directors and Executive Officers in the Merger" beginning on page 57. Such incremental benefits are expected to include, among others, certain executive officers continuing as executive officers of the Company, as the Surviving Corporation.

The Common Stock is currently registered under the Exchange Act and is quoted on the NYSE under the symbol "RSE". As a result of the Merger, the Company will be a privately held corporation and there will be no public market for its stock. After the Merger, the Common Stock will cease to be quoted on the NYSE and price quotations with respect to sales of Common Stock in the public market will no longer be available. In addition, registration of the Common Stock under the Exchange Act will be terminated.

The certificate of incorporation of the Company will be amended in the Merger to read in its entirety in the form of Exhibit B to the Merger Agreement, and, as so amended, will be the certificate of incorporation of the Company following the Merger until thereafter amended in accordance with its terms and Delaware law. The bylaws of Acquisition Sub, as in effect immediately prior to the effective time of the Merger, will become the bylaws of the Company following the Merger until thereafter amended in accordance with its terms, the Company's certificate of incorporation and Delaware law.

Financing for the Transactions

Interests of the Company's Directors and Executive Officers in the Merger

When considering the recommendation of the Special Committee and the Board, you should be aware that the members of the Special Committee and the Board and our executive officers have interests in the Transactions other than their interests as stockholders generally, including those described below. These interests may be different from, or in conflict with, your interests as a stockholder of the Company. The members of the Special Committee and the Board were aware of

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these additional interests, and considered them, when they approved the Merger Agreement and recommended that stockholders vote in favor of adopting the Merger Agreement.

Treatment of Director and Executive Officer Common Stock

As is the case for any stockholder, the members of the Special Committee and the Board (including the Brookfield Directors) and our executive officers will participate in the Closing Dividend in respect of any shares of Common Stock held by such persons as of the record date for such Closing Dividend, and at the effective time of the Merger, shares of Common Stock held by the members of the Special Committee and the Board (including the Brookfield Directors) and our executive officers will be converted into the right to receive the merger consideration in the same manner as all outstanding shares of Common Stock held by the Unaffiliated Stockholders, as described in the "Special Factors—Certain Effects of the Merger and the Other Transactions" section beginning on page 54.

The following table sets forth information as of May 24, 2016 regarding the cash-out value of the previously owned Common Stock of each individual who has been an executive officer or director of the Company since January 1, 2015:

Name		Cash-Out Payment for Previously Owned Shares

Executive Officers
Andrew Silberfein	270,583	$	4,938,140
Susan Elman	20,031	$	365,560
John Wain	29,422	$	536,942
Brian Harper	67,069	$	1,224,003
Directors
Jeffrey Blidner	—		—
Richard Clark	—		—
Chris Haley	10,974	$	200,266
Michael Hegarty	7,406	$	135,150
Brian Kingston	—		—
David Kruth	22,279	$	406,582
Michael Mullen	24,954	$	455,401

Treatment of Director and Executive Officer Stock Options and Company Restricted Stock

As is the case for any holder of options to purchase Common Stock, each option to purchase Common Stock that is held by a director or executive officer and that is outstanding immediately prior to the effective time of the Merger, will become vested (if then unvested) in full and cancelled, and each such holder thereof will be entitled to receive in respect of such option an amount in cash (without interest) equal to the number of shares of Common Stock subject to such option multiplied by the positive difference (if any) between $18.25 and per share exercise price of such option.

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The table below sets forth, as of May 24, 2016, information with respect to the Company stock options held by each individual who has been an executive officer or director of the Company since January 1, 2015:

Name		Cash-Out Payment for Vested Options			Cash-Out Payment for Unvested Options		Total Payment for Outstanding Options

Executive Officers(1)
Andrew Silberfein	767,440	$	2,272,964	485,160	$	929,882	$	3,202,846
Susan Elman	101,720	$	279,846	79,980	$	136,853	$	416,699
John Wain	206,435	$	692,749	175,290	$	502,136	$	1,194,885
Brian Harper	265,040	$	692,239	307,811	$	321,899	$	1,014,138

(1): The directors of the Company have been omitted as none have Company stock options.

As is the case for any holder of Company Restricted Stock, each share of Company Restricted Stock (whether vested or unvested) that is held by a director or executive officer and that remains outstanding immediately prior to the effective time of the Merger will be cancelled, and each holder thereof will be entitled to receive $18.25 in cash per share of Company Restricted Stock (consisting of the per share Closing Dividend Amount and per share merger consideration payable in respect of each Company Share), without interest thereon.

The table below sets forth, as of May 24, 2016, information with respect to Company Restricted Stock held by each individual who has been an executive officer or director of the Company since January 1, 2015:

Name		Cash Value of Restricted Stock Awards and RSUs

Executive Officers
Andrew Silberfein	83,277	$	1,519,811
Susan Elman	19,251	$	351,337
John Wain	25,397	$	463,486
Brian Harper	34,104	$	622,404
Directors
Jeffrey Blidner	—		—
Richard Clark	—		—
Chris Haley	1,847	$	33,699
Michael Hegarty	1,847	$	33,699
Brian Kingston	—		—
David Kruth	1,847	$	33,699
Michael Mullen	1,847	$	33,699

Retention Plan

The Company approved, on January 29, 2016, a retention plan for the Company's four named executive officers (Mr. Silberfein, Brian Harper, John Wain and Susan Elman) and certain other senior executives named therein (referred to as the "Retention Plan"). Under the terms of the Retention Plan, each participant will be eligible to receive an aggregate cash retention award based on a percentage of such participant's 2015 base salary and 2015 target performance bonus. Awards under the Retention Plan will be payable in two equal installments of 50% of the aggregate award payable to each participant. The Retention Plan provides that the first installment is payable on the earlier of a

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determination by the Special Committee that it has terminated the process of considering and responding to the Transactions and any related process to explore strategic alternatives thereto in which the Special Committee may decide to engage (a "Process Termination") and the closing date of any merger, business combination or other similar transaction in respect of the Company, and the second installment is payable on the earlier of six months after any Process Termination and six months after the closing date of any merger, business combination or other similar transaction in respect of the Company. The Special Committee believes that structuring the retention payments in this way encouraged the Company's senior executives to remain neutral with respect to whether the Company entered into a merger agreement with the Brookfield Filing Persons. Because the Company has entered into the Merger Agreement, if the Merger were consummated, the first installment under the Retention Plan would be payable on the closing date of the Merger and the second installment under the Retention Plan would be payable six months after the closing date of the Merger.

A participant in the Retention Plan must be employed by the Company on the applicable payment date in order to receive the portion of his or her award to be paid on that date, unless the participant's employment is terminated (i) by the Company without cause (as defined in the Retention Plan), (ii) by the participant for good reason (as defined in the Retention Plan) or (iii) due to the participant's death or disability (as defined in the Retention Plan). If a participant's employment is terminated under one of the foregoing circumstances prior to payment of the first retention award payment, such participant's first and second installment will be paid when the first retention award installment is paid to the other participants (but in no event later than two months after the end of the year in which such termination occurs). If a participant's employment is terminated under one of the foregoing circumstances after payment of the first installment but prior to payment of the second installment, such participant's second installment will be paid at the time of such termination of the participant's employment. Except as otherwise specified in a participant's award agreement under the Retention Plan, a participant's retention award payment will not be offset by or reduce any other payment or benefit payable to such participant by the Company. Notwithstanding the foregoing, any retention award payment paid to Mr. Silberfein under the Retention Plan will be in lieu of the Cash Severance Payment (defined below) that would be due to him under his Employment Agreement (as described below) in respect of the same transaction or circumstances that resulted in the payment of such retention award.

New Compensation Arrangements

As separately announced by the Company prior to the date of this proxy statement, it is anticipated that upon or shortly following the closing of the Merger, Andrew Silberfein will cease to be the Company's Chief Executive Officer and that Brian Harper, currently the Company's Chief Operating Officer, will serve as Chief Executive Officer of the Company. The parties have agreed that effective as of the closing of the Merger, Mr. Harper's annual base salary will be $600,000 and his annual cash bonus opportunity will be equal to $600,000.

Parent currently anticipates establishing a management equity incentive plan effective shortly after the closing of the Merger for key executives of the Company following the Closing. Under this plan, it is anticipated that Mr. Harper will receive (i) an annual award of units in Parent with a grant date value of $300,000, vesting in equal annual installments over three years, subject to Mr. Harper's continued employment, and (ii) a grant of incentive units intended to be treated as profits interests for federal income tax purposes with an initial value of $20,000,000, however, distributions in respect of such units necessary to offset the value thereof by $20,000,000 plus a 10% interest rate will be retained by Parent and distributed in accordance with the terms of the relevant entity agreement, with 75% of such units vesting in equal annual installments over five years and 25% vesting upon a change in control of the Company, subject to Mr. Harper's continued employment. Both equity awards will become fully vested upon a change in control of the Company.

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The other terms and conditions of Mr. Harper's employment and participation under the plan are generally subject to further negotiation and finalization between Mr. Harper and BAM.

In connection with his departure from the Company upon or shortly following the closing of the Merger, Mr. Silberfein will become entitled to the payments and benefits described below under "—Named Executive Officer Merger-Related Compensation" applicable to a termination of his employment by the Company without Cause.

Compensation of the Special Committee

At a meeting of the Special Committee on January 21, 2016, the Special Committee determined that each Special Committee member (other than Mr. Silberfein) would receive from the Company, as compensation for serving on the Special Committee, a retainer of $50,000, and that the chairman selected by the Special Committee would receive an additional $10,000 for serving as chairman, as well as reimbursement by the Company of all reasonable costs incurred by each member (other than Mr. Silberfein) in connection with his or her service on the Special Committee. In approving these compensation arrangements, the Special Committee considered, among other things, the additional work included in serving on the Special Committee, customary ranges and options for compensating the Special Committee members therefore and whether any compensation should consist of a flat fee, a per meeting fee or a mix of both.

Indemnification of Directors and Officers

For a description of the indemnification of directors and officers by the Company following the Merger, see "The Merger Agreement—Other Covenants and Agreements—Directors' and Officers' Indemnification Insurance" beginning on page 89.

Named Executive Officer Merger-Related Compensation

Mr. Silberfein is subject to an employment agreement with the Company, dated November 14, 2011. Mr. Wain and Ms. Elman are each subject to an offer letter with the Company, dated September 20, 2012 and March 2, 2012, respectively. Mr. Harper is subject to a severance letter with the Company, which became effective as of February 27, 2014 and governs the severance benefits he is entitled to in the event his employment is terminated without cause. Mr. Silberfein's term of employment will end on December 31, 2016, unless terminated at an earlier time. The offer letters for Mr. Wain and Ms. Elman and the severance letter for Mr. Harper specify that their employment is at-will and do not designate any term of employment.

In the event that Mr. Silberfein's employment is terminated by us without Cause or by Mr. Silberfein for Good Reason, we are obligated to provide severance benefits. "Cause" is defined as Mr. Silberfein's: (i) willful and continued failure or refusal to substantially perform his employment duties after being given notice that specifically identifies his failure and a reasonable opportunity to remedy such failure or refusal; (ii) gross misconduct in connection with his employment; (iii) act of dishonesty or breach of trust in connection with his employment; (iv) conviction of, or plea of guilty or no contest to, any indictable criminal offense (not a misdemeanor) or any other criminal offense involving fraud, dishonesty or misappropriation; (v) personal behavior or personal conduct which has injured the reputation or business of the Company or its affiliates, including, without limitation, any breach of the Company's code of conduct or the willful violation of any policies of the Company or its affiliates or willful violation of a written direction of the Board to cease conduct which the Board has determined could injure the reputation or business of the Company or its affiliates; (vi) breach of any confidentiality, non-solicitation or non-competition obligations of the Company or its affiliates; (vii) material breach of any of the provisions of the employment agreement which (if curable) is not cured within 15 days of written notice; or (viii) breach of his representation that his employment does

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not violate the terms of any employment or other agreement to which he is bound. "Good Reason" is defined as: (i) any material reduction in Mr. Silberfein's base salary or eligibility for his target cash bonus; (ii) the relocation of Mr. Silberfein's principal place of employment outside of the borough of Manhattan, New York; or (iii) any material or adverse change in Mr. Silberfein's position, title, authority, job duties or responsibilities, in each case that has not been cured within 60 days after written notice has been given.

In the event that Mr. Silberfein's employment is terminated by us without Cause or he resigns for Good Reason, Mr. Silberfein will be entitled to receive the following: (i) cash severance equal to two times the sum of his base salary and target annual cash bonus, payable in bi-weekly installments over the two-year period following the date of termination (the "Cash Severance Payment"); (ii) any earned but unpaid annual cash bonus related to a fiscal year prior to the year of termination; (iii) a pro-rata annual cash bonus for the fiscal year in which the termination occurs; (iv) immediate vesting of any unvested portion of the restricted stock granted in connection with the commencement of his employment ("signing restricted stock"); and (v) up to 18 months of COBRA continuation coverage at the active employee rate.

In the event that Mr. Silberfein's employment is terminated due to death or disability, he will be entitled to the following: (i) any earned but unpaid annual cash bonus relating to a fiscal year prior to the year of termination; (ii) a pro-rata annual cash bonus for the fiscal year in which the termination occurs; and (iii) immediate vesting of any unvested portion of his signing restricted stock. Pursuant to a letter agreement between us and Mr. Silberfein, dated November 14, 2011, in the event that Mr. Silberfein is terminated by us without Cause, the portion of his options granted in 2012 that would have vested during the one year period following the termination date, if any, shall vest on the termination date.

If we terminate Mr. Silberfein's employment for Cause, if Mr. Silberfein terminates his employment without Good Reason or if Mr. Silberfein's employment agreement is not renewed following expiration of the employment period, then Mr. Silberfein is not entitled to receive any severance payments or benefits.

All severance payments are subject to: (i) Mr. Silberfein's execution and effectiveness of a general release of all claims; (ii) Mr. Silberfein's continued compliance with the non-competition and non-solicitation provisions set forth in the employment agreement; and (iii) no material and willful breach by Mr. Silberfein of the other restrictive covenants (including confidentiality, assignment of inventions, return of property, resignation upon termination, cooperation and non-disparagement) set forth in the employment agreement.

In the event Mr. Wain's, Mr. Harper's or Ms. Elman's employment is terminated by us without cause, we are obligated to provide severance benefits equal to six months' base salary and a pro-rated bonus for the year of termination. Mr. Harper is also entitled to full vesting of the restricted stock granted to him on the commencement of his employment. None of the offer or severance letters expressly define cause.

The following table and related footnotes present information about the amounts of the payments and benefits that each named executive officer would receive in connection with the Merger, after giving effect to the Merger as if it had occurred on May 24, 2016, the latest practicable date prior to the filing of this proxy statement if the named executive officer is terminated, and the named executive officer's employment was terminated by the Company without cause on such date. This compensation is subject to a non-binding, advisory vote of the Company's stockholders, as described below in the section "Advisory Vote Regarding Non-Binding Merger—Related Compensation Proposal" beginning on page 115.

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Golden Parachute Compensation

			Equity

	Cash(1)(2)		Value of Unvested Stock Options to be Cashed Out		Value of Vested Stock Options to be Cashed Out		Value of Unvested Restricted Stock Awards and RSU's to be Cashed Out		Total		Pension/ Non- qualified Deferred Compensation Benefit		Perquisites/ Benefits		Tax Reimbursement		Other		Total
Andrew Silberfein	$	3,000,000	$	929,882	$	2,272,964	$	1,519,811	$	4,722,657		—	$	47,386		—		—	$	7,770,043
Susan Elman	$	800,000	$	136,853	$	279,846	$	351,337	$	768,036		—		—		—		—	$	1,568,036
John Wain	$	900,000	$	502,136	$	692,749	$	463,486	$	1,658,371		—		—		—		—	$	2,558,371
Brian Harper	$	1,650,000	$	321,899	$	692,239	$	622,404	$	1,636,542		—		—		—		—	$	3,286,542

(1): This does not include earned but unpaid cash bonus for the year of termination.
(2): For Mr. Silberfein, this reflects the full amount of his Cash Severance Payment. For Mr. Wain, Mr. Harper and Ms. Elman, this reflects the amount due under the Company's Retention Agreement plus the amount due under their respective offer or severance letters.

Projected Financial Information

As part of its annual financial planning process, the Company prepares a business plan for its upcoming fiscal year, which the Company then updates after the end of each quarter. The Company does not make public projections as to future performance or earnings or other results beyond giving current fiscal year guidance from time to time, and is especially cautious of making projections for extended periods due to the unpredictability and volatility of the Company's business. However, in connection with its consideration of BAM's proposal and alternatives thereto, on February 4, 2016, the Special Committee was provided with, and approved, the Company's 2016 business plan and five-year (2016-2020) financial projections, referred to as the "2016 Business Plan". The 2016 Business Plan also was made available to the Special Committee's financial advisor, which was directed to use and rely upon the "base plan with capital markets activity" (as described below) contained therein for purposes of its analyses and opinion, and to potentially interested third parties that signed a confidentiality agreement with the Company and were given access to the data room established by the Company.

We have included the financial projections from the 2016 Business Plan solely for the purpose of giving our stockholders access to certain nonpublic information considered by the Special Committee in evaluating the Transactions. These projections are, in general, prepared solely for internal use in assessing strategic direction, related capital and resource needs and allocations and other management decisions. Projections of this type are based on estimates and assumptions that, in many cases, reflect subjective judgment, and which are subject to significant uncertainties and contingencies, including mall REIT industry performance, general business, economic, regulatory, market and financial conditions, as well as changes to the business, financial condition and results of operations of the Company. These factors, which may prevent the financial projections or underlying assumptions from being realized, are difficult to predict, and many of them are beyond the Company's control. Therefore, the projections are forward-looking statements and should be read with caution. See "Cautionary Statement Concerning Forward-Looking Information," beginning on page 72.

Because the projections cover multiple years, such information is necessarily less predictive with each successive year. Consequently, there can be no assurance that the underlying assumptions and projected results will be realized or that actual results will not be significantly different than projected. These projections were prepared solely for internal use and not for publication or with a view toward complying with the published guidelines of the SEC regarding projections or with guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. Our independent registered public accounting firm has not examined, compiled or otherwise applied procedures to the financial projections presented herein, nor have they expressed any opinion or any other form of assurance on such information or its achievability, and

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assume no responsibility for, and disclaim any association with the projected financial information. The Merger Agreement includes no representations by the Company or its management as to this projected financial information. Given the uncertainties inherent in projections, neither the Company, the Special Committee nor any other person has expressed any opinion or assurance to stockholders on this information or its achievability, and the inclusion of this information should not be regarded as an indication that the Company, the Special Committee, Parent, any of their respective affiliates, advisors or other representatives or anyone who received this information then considered, or now considers, it to be necessarily predictive of actual future events. Accordingly, this information is not indicative of actual future results, and stockholders are cautioned not to place undue reliance on such information.

The projections do not reflect any impact of the Transactions, including the Merger, nor do they take into account the effect of any failure of such transactions to occur. None of the Company, the Special Committee, Parent or any of their respective affiliates intends to update or revise the summary projected financial information set forth below to reflect circumstances existing after the date when made, except as may be required by applicable securities laws.

Summary Projected Financial Data

The 2016 Business Plan included two sets of financial projections—a "base plan" that did not give effect to a potential sale by the Company of joint venture interests in certain of its properties and a "base plan with capital markets activity" that gave effect to such joint venture interest sales. The "base plan with capital markets activity" is, in the view of the Company's management, generally more optimistic, given the accelerated receipt of cash that this scenario contemplated as compared to the "base plan" (in that the latter would yield a lower value for the Company, using a discounted cash flow analysis, than the former). Management used the following key assumptions in preparing the five-year "base plan" financial projections contained in the 2016 Business Plan:

•: For the first three years (2016-2018) of the financial projection, Property Revenue for in place tenants was projected according to contractual lease terms along with various management estimates for percentage and overage rent and recovery revenue. Property Revenue resulting from lease renewals and new leases was estimated based on management assumptions on a space-by-space basis. These assumptions include, but are not limited to, rent per square foot and occupancy cost ratios, lease term, timing of lease commencement and expiration, as well as free rent periods and tenant allowances.
•: Property Operating Expenses, including Real Estate Taxes, were projected on a property-by-property basis for 2016 with assumed expense growth of generally 2 to 3% per annum for 2017 and 2018, except in certain instances of long-term contracts.
•: For the first three years (2016-2018) of the financial projection, Core NOI equals Property Revenue less Property Operating Expenses. For the fourth and fifth years of the financial projection, Core NOI per property was grown at rates ranging from 2% to 6% per annum as estimated by management.
•: Interest Expense was projected on loan-by-loan basis for the full 5 years of the financial projection. Existing contractual loan terms were used where applicable. Certain assumptions were made for the refinancing of loans as they mature as well as revolver borrowings/repayments based on the cash needs of the Company. For unhedged LIBOR based loans, the forward curve for 30 day LIBOR was used as of the date of the financial projection (January 2016.) Certain assumptions were also made for the capitalization of interest expense associated with those properties under re-development. The Interest Expense presented is Core and excludes amortization and write-off of market rate adjustments and deferred financing costs as well as debt extinguishment costs.

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•: General and Administrative Expenses were projected on a line item-by-line item basis for 2016 and grown for years two through five at an average of 2.8% per annum.
•: Preferred Distributions to the Operating Partnership Unit Holders were calculated based on contractual terms.
•: Core FFO equals Core NOI less the sum of General and Administrative Expenses, Interest Expense, and Preferred Distributions.
•: Core FFO per share is equal to Core FFO divided by the projected weighted average, diluted number of common shares.
•: Dividends on the Company's projected common shares outstanding are increased through the five year projection period at 13.3% per annum.
•: Capital expenditures include strategic and cosmetic capital as well as leasing capital (tenant allowances and landlord work) and maintenance capital expenditures.
•: During 2016, Vista Ridge Mall is expected to be transferred to its lender in full satisfaction of its debt and Turtle Creek Crossing (a strip center adjacent to the Mall at Turtle Creek) is expected to be sold.

The key assumptions for the "base plan with capital markets activity" are identical to the above, with the following addition:

•: During 2016, a sale of a 49% non-controlling joint venture interest in certain assets to an institutional partner resulting in approximately $66.0 million in net proceeds to the Company with such proceeds to be used to pay-down the corporate revolver and/or fund capital expenditures.

				Base Plan															Base Plan with Capital Markets Activity

				Years Ended															Years Ended
	Actual Year Ended 2015			Years Ended															Years Ended
(in thousands, except per share amounts)	Actual Year Ended 2015			2016			2017			2018			2019			2020			2016			2017			2018			2019			2020
Core NOI	$	197,278		$	215,274		$	248,655		$	278,486		$	289,629		$	300,894		$	215,274		$	239,450		$	268,913		$	279,627		$	290,443
General and administrative expense		(25,799	)		(26,396	)		(27,136	)		(27,751	)		(28,590	)		(29,445	)		(26,396	)		(27,136	)		(27,751	)		(28,590	)		(29,445	)

Core EBITDA		171,479			188,878			221,519			250,735			261,039			271,449			188,878			212,314			241,162			251,037			260,998
JV management fee		—			—			—			—			—			—			—			743			771			794			818
Interest income		18			—			—			—			—			—			—			—			—			—			—
Interest expense		(66,583	)		(67,362	)		(68,035	)		(72,685	)		(74,508	)		(76,243	)		(67,362	)		(63,183	)		(67,862	)		(69,667	)		(70,736	)
Preferred distributions		(953	)		(7,019	)		(7,000	)		(7,000	)		(7,000	)		(7,019	)		(7,019	)		(7,000	)		(7,000	)		(7,000	)		(7,019	)

Core FFO		103,961			114,497			146,484			171,050			179,531			188,187			114,497			142,874			167,071			175,164			184,061

Core FFO per diluted share	$	1.79		$	1.98		$	2.51		$	2.91		$	3.04		$	3.16		$	1.98		$	2.45		$	2.85		$	2.96		$	3.09

Supplemental Disclosures Regarding Non-GAAP Financial Information

Real Estate Property Net Operating Income and Core Net Operating Income

The above projections set forth, among other measures, our projected NOI and Core NOI, as defined below, for 2016-2020 that were made available to the Special Committee and its financial and legal advisors. These measures were thought to be useful for evaluating, on a prospective basis, the Company's potential operating performance. We believe that NOI and Core NOI are useful supplemental measures of our operating performance. We define NOI as operating revenues (minimum rents, including lease termination fees, tenant recoveries, overage rents, and other income) less property and related expenses (real estate taxes, repairs and maintenance, marketing, other property expenses, and provision for doubtful accounts). We define Core NOI as NOI excluding straight-line rent, amortization of tenant inducements, amortization of above and below-market tenant leases, and amortization of above and below-market ground rent expense. Other real estate companies may use

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different methodologies for calculating NOI and Core NOI and, accordingly, our NOI and Core NOI may not be comparable to other real estate companies.

Because NOI and Core NOI exclude general and administrative expenses, interest expense, depreciation and amortization, impairment, other, reorganization items, strategic initiatives, provision for income taxes, gain (loss) on extinguishment of debt, gain (loss) on sale of real estate assets, preferred distributions, straight-line rent, above and below-market tenant leases, and above and below-market ground leases, we believe that NOI and Core NOI provide performance measures that, when compared year over year, reflect the revenues and expenses directly associated with owning and operating regional shopping malls and the impact on operations from trends in occupancy rates, rental rates and operating costs. These measures thereby provide an operating perspective not immediately apparent from GAAP operating income (loss) or net income (loss). We use NOI and Core NOI to evaluate our operating performance on a property-by-property basis because NOI and Core NOI allow us to evaluate the impact that factors such as lease structure, lease rates and tenant base, which vary by property, have on our operating results, gross margins and investment returns.

In addition, management believes that NOI and Core NOI provide useful information to the investment community about our operating performance. However, due to the exclusions noted above, NOI and Core NOI should only be used as supplemental measures of our financial performance and not as an alternative to GAAP operating income (loss) or net income (loss). For reference, and as an aid in understanding management's computation of NOI and Core NOI, a reconciliation from consolidated net income (loss) allocable to our common stockholders as computed in accordance with GAAP to NOI and Core NOI is presented below:

				Base Plan															Base Plan with Capital Markets Activity

				Years Ended															Years Ended
	Actual Year Ended 2015			Years Ended															Years Ended
(in thousands)	Actual Year Ended 2015			2016			2017			2018			2019			2020			2016			2017			2018			2019			2020
Reconciliation of Core NOI to NOI
Core NOI	$	197,278		$	215,274		$	248,655		$	278,486		$	289,629		$	300,894		$	215,274		$	239,450		$	268,913		$	279,627		$	290,443
Straight-line rent		1,162			1,162			1,162			1,162			1,162			1,162			1,162			1,162			1,162			1,162			1,162
Above / below market lease amortization		(6,562	)		(2,083	)		(2,932	)		(673	)		590			1,158			(2,083	)		(2,932	)		(673	)		590			1,158
Tenant inducement amortization		(72	)		(72	)		(72	)		(72	)		(72	)		(72	)		(72	)		(72	)		(72	)		(72	)		(72	)
Above / below market ground lease amortization		(155	)		(155	)		(155	)		(155	)		(155	)		(155	)		(155	)		(155	)		(155	)		(155	)		(155	)

NOI	$	191,651		$	214,126		$	246,658		$	278,748		$	291,154		$	302,987		$	214,126		$	237,453		$	269,175		$	281,152		$	292,536

Funds from Operations and Core Funds from Operations

The above projections also set forth, among other measures, our projected FFO and Core FFO, as defined below, for 2016-2020 that were made available to the Special Committee and its financial and legal advisors. Consistent with real estate industry and investment community practices, we use FFO, as defined by the National Association of Real Estate Investment Trusts ("NAREIT"), as a supplemental measure of our operating performance. NAREIT defines FFO as net income (loss) allocable to common stockholders (computed in accordance with GAAP), excluding impairment write-downs on depreciable real estate, gains or losses from cumulative effects of accounting changes, extraordinary items and sales of depreciable properties, plus real estate related depreciation and amortization. We also include Core FFO as a supplemental measurement of operating performance. We define Core FFO as FFO excluding straight-line rent, amortization of tenant inducements, amortization of above- and below-market tenant leases, amortization of above- and below-market ground rent expense, reorganization items, amortization of deferred financing costs, mark-to-market adjustments on debt, write-off of market rate adjustments on debt, write-off of deferred financing costs, debt extinguishment costs, provision for income taxes, gain (loss) on extinguishment of debt, gain (loss) on sale of real

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estate assets and other expense. We also adjust for the portion of consolidated net income (loss) applicable to non-controlling interests of joint venture partners to reflect FFO allocable to the Company's common stockholders. Other real estate companies may use different methodologies for calculating FFO and Core FFO and, accordingly, our FFO and Core FFO may not be comparable to other real estate companies.

We consider FFO and Core FFO useful supplemental measures and a complement to GAAP measures because they facilitate an understanding of the operating performance of our properties. FFO does not include real estate depreciation and amortization required by GAAP because these amounts are computed to allocate the cost of a property over its useful life. Since values for well-maintained real estate assets have historically increased or decreased based upon prevailing market conditions, we believe that FFO provides investors with a clearer view of our operating performance, particularly with respect to our mall properties. Core FFO does not include certain items that are non-cash and certain non-comparable items. FFO and Core FFO are not measurements of our financial performance under GAAP and should not be considered as an alternative to revenues, operating income (loss), net income (loss) or any other performance measures derived in accordance with GAAP or as an alternative to cash flows from operating activities as a measure of our liquidity.

For reference, and as an aid in understanding management's computation of FFO and Core FFO, a reconciliation from the combined and consolidated net income (loss) as computed in accordance with GAAP to FFO allocable to our common stockholders and Core FFO allocable to our common stockholders is presented below:

				Base Plan															Base Plan with Capital Markets Activity

				Years Ended															Years Ended
	Actual Year Ended 2015			Years Ended															Years Ended
(in thousands)	Actual Year Ended 2015			2016			2017			2018			2019			2020			2016			2017			2018			2019			2020
Reconciliation of Core FFO to FFO
Core FFO allocable to common stockholders	$	103,961		$	114,497		$	146,484		$	171,050		$	179,531		$	188,187		$	114,497		$	142,874		$	167,071		$	175,164		$	184,061
NOI core adjustments		(5,627	)		(1,148	)		(1,997	)		262			1,525			2,093			(1,148	)		(1,997	)		262			1,525			2,093
G&A core adjustments		(17	)		(1	)		30			79			81			99			(1	)		30			79			81			99
Other core adjustments		(6,491	)		(400	)		(400	)		(400	)		(400	)		(400	)		(400	)		(400	)		(400	)		(400	)		(400	)
Amortization and write-off of market rate adjustments		804			462			(144	)		(142	)		(139	)		(136	)		462			(144	)		(142	)		(139	)		(136	)
Amortization and write-off of deferred financing costs		(4,214	)		(3,622	)		(3,086	)		(2,403	)		(412	)		(412	)		(3,622	)		(3,086	)		(2,403	)		(412	)		(412	)
Debt extinguishment costs		(7	)		—			—			—			—			—			—			—			—			—			—
Provision for income taxes		(604	)		(604	)		(604	)		(604	)		(604	)		(604	)		(604	)		(604	)		(604	)		(604	)		(604	)

FFO	$	87,805		$	109,184		$	140,283		$	167,842		$	179,582		$	188,827		$	109,184		$	136,673		$	163,863		$	175,215		$	184,701



Reconciliation of FFO to GAAP Net Income Allocable to Common Shareholders
FFO	$	87,805		$	109,184		$	140,283		$	167,842		$	179,582		$	188,827		$	109,184		$	136,673		$	163,863		$	175,215		$	184,701
Non-controlling interests—depreciation and amortization/other		2,428			2,354			2,354			2,354			2,354			2,354			2,354			4,828			4,828			4,828			4,828
Depreciation and amortization		(107,941	)		(84,324	)		(84,614	)		(95,894	)		(83,975	)		(83,770	)		(84,324	)		(84,614	)		(95,894	)		(83,975	)		(83,770	)
Provision for impairment		(2,900	)		—			—			—			—			—			—			—			—			—			—
Gain on extinguishment of debt		26,558			7,500			—			—			—			—			7,500			—			—			—			—
Gain on sale of real estate assets		34,796			2,322			—			—			—			—			53,013			—			—			—			—

Consolidated net income	$	40,746		$	37,036		$	58,023		$	74,302		$	97,961		$	107,411		$	87,727		$	56,887		$	72,797		$	96,068		$	105,759

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Material United States Federal Income Tax Consequences of the Merger and the Closing Dividend

General

The following is a discussion of the material U.S. federal income tax consequences of the Merger and the Closing Dividend (if any) to U.S. holders and non-U.S. holders (each as defined below) of shares of Common Stock. This discussion:

•: assumes you hold your shares of Common Stock as a capital asset within the meaning of Section 1221 of the Internal Revenue Code of 1986 (the "Code") (that is, for investment purposes);
•: is based upon the Code, Treasury regulations promulgated under the Code ("Treasury Regulations"), judicial decisions and published administrative rulings, all as currently in effect and all of which are subject to change, possibly with retroactive effect (and no Internal Revenue Service ("IRS") private letter ruling has been sought by the Company in respect of any tax consequences of the Merger or any Closing Dividend);
•: does not address (i) U.S. federal taxes other than income taxes, (ii) state, local or non-U.S. taxes or (iii) tax reporting requirements, in each case, as applicable to the Merger or any Closing Dividend;
•: does not address U.S. federal income tax considerations applicable to holders of shares of Common Stock that are subject to special treatment under U.S. federal income tax law, including, for example, financial institutions; pass-through entities (such as entities treated as partnerships for U.S. federal income tax purposes); insurance companies; broker-dealers; tax-exempt organizations; dealers in securities or currencies; traders in securities that elect to use a mark to market method of accounting; persons that hold shares of Common Stock as part of a straddle, hedge, constructive sale, conversion transaction, or other integrated transaction for U.S. federal income tax purposes; regulated investment companies; REITs; certain U.S. expatriates; U.S. holders whose "functional currency" is not the U.S. dollar; persons who are subject to the alternative minimum tax; persons who acquired their shares of Common Stock through the exercise of an employee stock option or otherwise as compensation; and
•: does not address the U.S. federal tax consequences applicable to affiliates of BAM that hold our Common Stock immediately prior to the Exchange.

For purposes of this discussion, you are a "U.S. holder" if you beneficially own shares of Common Stock and you are:

•: an individual who is a citizen or resident of the United States for U.S. federal income tax purposes;
•: a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States or any political subdivision thereof;
•: an estate the income of which is subject to U.S. federal income taxation regardless of its source; or
•: a trust that (A) is subject to the supervision of a court within the United States and the control of one or more U.S. persons or (B) has a valid election in place under the Treasury Regulations to be treated as a U.S. person.

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For purposes of this discussion, you are a "non-U.S. holder" if you are a beneficial owner of shares of Common Stock and you are not a U.S. holder. If you are a non-U.S. holder, this discussion further assumes that:

•: you will not have held more than 10% of our Common Stock at any time during the five-year period ending on the date of any Closing Dividend, which, based on our records, we believe has been the case through the date hereof; and
•: under the Foreign Investment in Real Property Tax Act of 1980 ("FIRPTA"), you are not a "qualified shareholder" as defined in Section 897(k)(3)(A) of the Code, which describes certain partnerships and other collective investment vehicles that satisfy various recordkeeping, administrative and other requirements.

If you are a non-U.S. holder as to which either of these assumptions is not accurate, and in particular if you are a "qualified shareholder" within the meaning of FIRPTA, you should consult your own tax advisors concerning the tax consequences to you of the receipt of the transaction consideration.

If a partnership (or other entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds shares of Common Stock the tax treatment of a partner in the partnership generally will depend on the status of the partner and the activities of the partnership. Any partnership or other entity or arrangement treated as a partnership for U.S. federal income tax purposes that holds shares of Common Stock and the partners in such partnership (as determined for U.S. federal income tax purposes), should consult their own tax advisors.

The U.S. federal income tax rules applicable to the Merger and the Closing Dividend (if any) are complex. You should consult your own tax advisors regarding the specific tax consequences to you of the Merger and the Closing Dividend (if any) including the applicability and effect of U.S. federal, state, local and non-U.S. income and other tax laws, and potential changes in applicable tax laws, in light of your particular circumstances.

Treatment of Merger Consideration

U.S. Holders

If you are a U.S. holder, you will recognize gain or loss equal to the difference between the merger consideration received and your tax basis in your shares of Common Stock surrendered in exchange thereof. Any gain or loss recognized generally will be capital gain or loss. Any such capital gain or loss will be long-term capital gain or loss if you have held your shares of Common Stock for more than one year.

Non-U.S. Holders

If you are a non-U.S. holder you generally will not be subject to U.S. federal income tax on the merger consideration received unless:

•: your shares of Common Stock are treated as being effectively connected with your U.S. trade or business (and, if a tax treaty applies, is attributable to a U.S. permanent establishment maintained by you); or
•: you are a nonresident alien individual who is present in the United States for 183 days or more during the calendar year and certain other conditions are met.

Treatment of Closing Dividend

U.S. Holders

•: Treatment as a Dividend. For U.S. federal income tax purposes, Parent intends that any Closing Dividend be treated as a dividend distribution for U.S. Holders of shares of Common Stock. In

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such a case, the regular U.S. federal income tax rules for distributions would apply to the Closing Dividend. Accordingly, such a distribution by the Company to you would be treated as a dividend to the extent of the earnings and profits of the Company in 2016 and all prior years (as determined for U.S. federal income tax purposes), then as a tax-free return of capital to the extent of your tax basis in your shares of Common Stock, and then as a capital gain.

As a REIT, the Company may designate distributions, in whole or in part, as capital gain dividends if the Company has recognized capital gains from transactions involving its assets. If Parent requests any Requested Transaction that involves the sale of certain of the Company's assets, the Company would expect to recognize significant long-term capital gains and, as a result, would expect a substantial portion of any Closing Dividend to be eligible for designation as a capital gains dividend. Any such capital gains dividend will generally be taxed as long-term capital gains (to the extent they do not exceed the Company's actual net capital gain for the taxable year) without regard to the period for which you have held your shares of Common Stock. However, as a U.S. holder you may be required to treat a portion of any capital gain dividend as "un-recaptured Section 1250 gain," taxable at a maximum rate of 25% for individuals to the extent that the Company has recognized such recapture gains, if any.

If you are a corporate U.S. holder, you may not claim a dividends-received deduction for the Closing Dividend (if any). In addition, if you are a corporate U.S. holder, you may be required to treat up to 20% of certain capital gain dividends as ordinary income.

You should note that if the Closing Dividend (if any) is respected as a separate dividend for U.S. federal tax purposes, then you may recognize a capital loss on your sale of your shares of Common Stock pursuant to the immediately following Merger even if your tax basis is lower than the consideration of $18.25 per share offered by Parent because the Closing Dividend would reduce the merger consideration on a dollar-for-dollar basis and, due to our earnings and profits that would be attributable to, among other things, the sale of certain of the Company's assets pursuant to any Requested Transactions that Parent may request, the Closing Dividend would likely not reduce your tax basis in your Common Stock to the same extent. You may not use such a capital loss against ordinary income, but you may use such capital loss to offset any capital gains dividend.

•: Alternative Treatment as Payment in Complete Redemption of Shares of Common Stock. Notwithstanding Parent's intended U.S. federal income tax treatment described above, the proper federal income tax treatment of any Closing Dividend is not free from doubt. Because of the relationship between the Closing Dividend (if any) and the Merger, under general step transaction principles any Closing Dividend could be treated as additional cash consideration in the Merger. Under such a treatment, you would be treated as having sold your shares of Common Stock for consideration equal to the sum of the Closing Dividend and the merger consideration and you would be subject solely to the treatment described above under "Treatment of Merger Consideration—U.S. Holders."

Non-U.S. Holders

•: Treatment as a Dividend. If you are a non-U.S. holder other than (i) "qualified foreign pension funds" ("Qualified Foreign Pension Funds") as defined in Section 897(l)(2) of the Code and (ii) foreign government and their agencies and instrumentalities ("Foreign Sovereigns") as defined in Section 892 of the Code and the applicable regulations, then you will be subject to a 30% (or lower applicable tax treaty rate) U.S. withholding tax on the portion of the Closing Dividend (if any) that is attributable to our earnings and profits (including any portion of that dividend that is designated by us as a capital gain dividend).

If you are a Qualified Foreign Pension Fund (or an entity all the interests in which are held by a Qualified Foreign Pension Fund), then you will be exempt from U.S. withholding tax on the

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portion of the Closing Dividend (if any) that is designated by us as a capital gain dividend. However, you as a Qualified Foreign Pension Fund would remain subject to the 30% (or lower applicable treaty rate) U.S. dividend withholding tax on the portion of the Closing Dividend (if any) that is attributable to our earnings and profits and is not designated as a capital gain dividend.

If you are a Foreign Sovereign, then any Closing Dividend would be exempt from U.S. taxation.

•: Alternative Treatment as Payment in Complete Redemption of Shares of Common Stock. Under this treatment, you will not be subject to U.S. federal income tax in respect of the Closing Dividend (if any).

Parent has advised us that it currently intends not to request any Requested Transactions or Closing Dividend.

You should consult your own tax advisors regarding the proper U.S. tax treatment of the Closing Dividend. The Company understands that Parent intends to treat the Closing Dividend as described above under "Dividend Treatment." Accordingly, you as a non-U.S. holder should expect that U.S. federal withholding tax may be withheld from the Closing Dividend payable to you based on the rules described above and, as a result, you may be required to apply to the Internal Revenue Service ("IRS") for a refund of any such U.S. federal withholding tax if you disagree with such treatment.

Backup Withholding

You may be subject to backup withholding with respect to any cash received in the Merger or any Closing Dividend. Backup withholding generally will not apply to you, however, if you furnish a correct taxpayer identification number and certify that you are not subject to backup withholding on IRS Form W-9, or provide a properly completed IRS Form W-8BEN, or you are otherwise exempt from backup withholding and you provide appropriate proof of the applicable exemption. Backup withholding is not an additional tax. Any amounts withheld will be allowed as a refund or credit against your U.S. federal income tax liability, if any, provided that you timely furnish the required information to the IRS.

Regulatory Approvals

The Company and Parent have determined that the filing of notification and report forms under the Hart-Scott-Rodino Act (or other antitrust laws) will not be necessary to complete the Transactions. However, at any time before or after the Merger, the Antitrust Division of the U.S. Department of Justice, the U.S. Federal Trade Commission, a state attorney general or a foreign competition authority could take action under the antitrust laws as it deems necessary or desirable in the public interest, including seeking to enjoin the Merger or seeking divestiture of substantial assets of the Company, Parent or their respective affiliates. Private parties may also bring legal actions under the antitrust laws under certain circumstances.

Anticipated Accounting Treatment of the Merger

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Estimated Fees and Expenses

The estimated fees and expenses incurred or expected to be incurred in connection with the Merger are as follows:

Description	Amount

Financial advisory fees	$	10,100,000
Legal fees and expenses	$	2,500,000
Proxy solicitation expenses	$	30,000
SEC filing fees	$	71,429
Printing and mailing costs	$	100,000
Paying agent fees	$	30,000
Investor Relations	$	125,000
External Auditor Fees	$	60,000
Total	$	12,956,429

In addition, it is expected that Parent will incur approximately $4.0 million of expenses, including legal and other advisory fees.

Except as described in the "The Merger Agreement—Fees and Expenses" section beginning on page 93, all costs and expenses incurred in connection with the Merger, the Merger Agreement and the Transactions will be paid by the party incurring or required to incur such expenses.

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING INFORMATION

This proxy statement, and the documents incorporated by reference in this proxy statement, include "forward-looking statements" that reflect our current views as to future events and financial performance with respect to our operations, the expected completion and timing of transactions contemplated by the Merger Agreement, including the Merger, and other information relating to those transactions. These statements can be identified by the fact that they do not relate strictly to historical or current facts. There are forward-looking statements throughout this proxy statement, including, among others, under the headings "Summary Term Sheet", "Questions and Answers About the Special Meeting and the Merger", "The Special Meeting", "Special Factors", and "Important Information Concerning the Company", and in statements containing the words "aim", "anticipate", "are confident", "estimate", "expect", "will be", "will continue", "will likely result", "project", "intend", "plan", "believe" and other words and terms of similar meaning in conjunction with a discussion of future operating or financial performance or other future events. You should be aware that forward-looking statements involve known and unknown risks and uncertainties. Although we believe that the expectations reflected in these forward-looking statements are reasonable, we cannot assure you that the actual results or developments we anticipate will be realized, or even if realized, that they will have the expected effects on the business or operations of the Company. These forward-looking statements speak only as of the date on which the statements were made and we undertake no obligation to update or revise any forward-looking statements made in this proxy statement or elsewhere as a result of new information, future events or otherwise, except as required by law. In addition to other factors and matters contained in or incorporated by reference in this document, we believe the following factors could cause actual results to differ materially from those discussed in the forward-looking statements:

•: the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement;
•: the outcome of any legal proceedings that may be instituted against the Company and others relating to the Merger Agreement;

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•: the inability to complete the Transactions contemplated by the Merger Agreement, including the Merger, due to the failure to obtain the Minority Approval or the failure to satisfy other conditions to consummation of such transactions;
•: the failure of the Merger to close for any other reason;
•: the risk that the pendency of the Merger disrupts current plans and operations and the potential difficulties in employee retention as a result of the pendency of the Merger;
•: the fact that directors and officers of the Company have interests in the Merger that are different from, or in addition to, the interests of the Company's stockholders generally in recommending that the Company's stockholders vote to adopt the Merger Agreement;
•: the effect of the announcement of the Merger on our business relationships, operating results and business generally;
•: the amount of the costs, fees, expenses and charges related to the Merger and the Transactions;

and other risks detailed in our filings with the SEC, including our most recent filings on Forms 10-Q and 10-K. See the "Where You Can Find Additional Information" section beginning on page 122. Many of the factors that will determine our future results are beyond our ability to control or predict. In light of the significant uncertainties inherent in the forward-looking statements contained herein, readers should not place undue reliance on forward-looking statements, which reflect management's views only as of the date hereof. We cannot guarantee any future results, levels of activity, performance or achievements.

THE SPECIAL MEETING

Date, Time and Place

This proxy statement is being furnished to our stockholders as part of the solicitation of proxies by the Special Committee for use at the Special Meeting to be held on June 23, 2016, starting at 10:00 a.m. local time at the offices of Sidley Austin LLP, 787 Seventh Avenue, New York, New York, 10019, or at any adjournment or postponement thereof.

The purpose of the Special Meeting is for our stockholders to consider and vote upon the adoption of the Merger Agreement. Our stockholders must adopt the Merger Agreement for the Merger to occur. If our stockholders fail to adopt the Merger Agreement, including through the Minority Approval, the Merger will not occur. A copy of the Merger Agreement is attached to this proxy statement as Annex A. This proxy statement and the enclosed form of proxy are first being mailed to our stockholders on or about May 25, 2016.

Record Date and Quorum

The holders of record of Common Stock as of the close of business on May 24, 2016, the record date for the Special Meeting, are entitled to receive notice of and to vote at the Special Meeting. On the record date, 57,886,782 shares of Common Stock were outstanding. There are no other voting securities of the Company outstanding.

No matter may be considered at the special meeting unless a quorum is present. The presence at the Special Meeting, in person or by proxy, of the holders of a majority of shares of Common Stock outstanding on the record date will constitute a quorum, permitting the Company to conduct its business at the Special Meeting. Proxies received but marked as abstentions and properly executed broker non-votes (if any) will be included in the calculation of the number of shares considered to be present at the Special Meeting. Broker non-votes are described in "The Special Meeting—Voting; Proxies; Revocation—Providing Voting Instructions by Proxy", beginning on page 74.

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Required Vote

For the Company to complete the Merger, under Delaware law, stockholders holding a majority of the outstanding shares of Common Stock at the close of business on the record date must vote "FOR" the adoption of the Merger Agreement. Subject to the terms of a Voting Agreement, the Exchange Parties have agreed to vote all shares of Common Stock they beneficially own in favor of approving and adopting the Merger Agreement. See "Agreements Involving Common Stock; Transactions Between the Exchange Parties and the Company—Agreements Involving Common Stock—Voting Agreement" beginning on page 97. The Exchange Parties beneficially own approximately 33.5% of the total outstanding Common Stock.

In addition, the Merger Agreement contains a condition to the consummation of the Transactions requiring that a majority of the outstanding shares of Common Stock not beneficially owned by Parent or any of its affiliates (including BPY and its affiliates) vote "FOR" adopting the Merger Agreement. Holders of Common Stock as of the record date have one vote for each share of Common Stock owned by such stockholders as of the close of business on the record date.

As of the record date, there were 57,886,782 shares of Common Stock outstanding, of which the Exchange Parties beneficially own 19,387,625 shares, representing in the aggregate approximately 33.5% of the outstanding shares of Common Stock as of the record date. Accordingly, in addition to the shares of Common Stock owned by the Exchange Parties, approximately 19,249,580 shares of Common Stock (representing a majority of the outstanding shares of Common Stock held by all other stockholders), or approximately 33.3% of the outstanding shares of Common Stock, must vote in favor of adopting the Merger Agreement to satisfy the required vote under the Merger Agreement.

Except in their capacities as members of the Board and/or the Special Committee, as applicable, no officer or director of the Company has made any recommendation either in support of or in opposition to the Merger Agreement. The directors and current executive officers of the Company have informed the Company that as of the date of this proxy statement, they intend to vote in favor of the adoption of the Merger Agreement.

Stockholders holding a majority of the aggregate voting power of the Common Stock present in person or represented by proxy at the meeting and entitled to vote must vote "FOR" the Non-Binding Merger-Related Compensation Proposal in order for such proposal to be approved. However, such approval is not required for, and does not have any impact on the completion of Transactions, including the Merger, or the treatment of Company stock options or shares of Company Restricted Stock in connection with such transactions. Stockholders holding a majority of the aggregate voting power of the Common Stock present in person or represented by proxy at the meeting and entitled to vote must vote "FOR" any adjournment proposal in order for such proposal to be approved.

Voting; Proxies; Revocation

Attendance

All holders of shares of Common Stock as of the close of business on May 24, 2016, the record date for voting at the Special Meeting, including stockholders of record and beneficial owners of Common Stock registered in the "street name" of a bank, broker or other nominee, are invited to attend the Special Meeting. If you are a stockholder of record, please be prepared to provide proper identification, such as a driver's license. If you hold your shares in "street name", you will need to provide proof of ownership, such as a recent account statement or letter from your bank, broker or other nominee, along with proper identification.

Voting in Person

Stockholders of record as of the record date will be able to vote in person at the Special Meeting. If you are not a stockholder of record as of the record date, but instead hold your shares in "street

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name" through a bank, broker or other nominee, you must provide a proxy executed in your favor from your bank, broker or other nominee in order to be able to vote in person at the Special Meeting.

Providing Voting Instructions by Proxy

To ensure that your shares are represented at the Special Meeting, we recommend that you provide voting instructions promptly by proxy, even if you plan to attend the Special Meeting in person.

If you are a stockholder of record, you may provide voting instructions by proxy using one of the methods described below.

Submit a Proxy by Telephone or via the Internet. This proxy statement is accompanied by a proxy card with instructions for submitting voting instructions. You may vote by telephone by calling the toll-free number or via the Internet by accessing the Internet address as specified on the enclosed proxy card. Your shares will be voted as you direct in the same manner as if you had completed, signed, dated and returned your proxy card, as described below.

Submit a Proxy Card. If you complete, sign, date and return the enclosed proxy card by mail so that it is received before the Special Meeting, your shares will be voted in the manner directed by you on your proxy card.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted in favor of the adoption of the Merger Agreement, in favor of the Non-Binding Merger-Related Compensation Proposal and in favor of any proposal to adjourn the Special Meeting, if necessary, to solicit additional proxies. If you fail to vote or return your proxy card, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting (unless you are a record holder as of the record date and attend the Special Meeting in person) and will have the same effect as a vote against the adoption of the Merger Agreement, but will not affect the vote regarding the Non-Binding Merger-Related Compensation Proposal or any adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies.

If your shares are held by a bank, broker or other nominee on your behalf in "street name", your bank, broker or other nominee will send you instructions as to how to provide voting instructions for your shares by proxy. Many banks and brokerage firms have a process for their customers to provide voting instructions by telephone or via the Internet, in addition to providing voting instructions by proxy card.

In accordance with the rules of the New York Stock Exchange, if a beneficial owner of shares does not provide specific voting instructions to a bank, broker or other nominee that holds shares in "street name" for such beneficial owner, such bank, broker or other nominee has the authority to exercise its voting discretion on any matter the NYSE determines to be a "routine" proposal. However, such bank, broker or other nominee is not allowed to exercise its voting discretion on any matter the NYSE determines to be a "non-routine" proposal. Further, if one or more, but not all, of the matters to be voted upon are "routine" proposals, then a bank, broker or other nominee that does not receive specific voting instructions from the beneficial owner of shares may exercise its voting discretion with respect to the "routine" proposals and may not exercise its voting discretion with respect to the "non-routine" proposals (i.e., a "broker non-vote"). Because all three proposals described in this proxy statement are considered "non-routine" proposals, we do not expect any shares of Common Stock that are held by a bank, broker or nominee for which such bank, broker or nominee has not received voting instructions to be present in person or represented by proxy at the Special Meeting, in which case there will not be any broker non-votes. Any such shares of Common Stock not voted, in person or by proxy, at the Special Meeting will have the same effect as a vote "AGAINST" adoption of the Merger Agreement, but will have no effect on any adjournment proposal or the Non Binding Merger Related Compensation Proposal.

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Revocation of Proxies

Your proxy is revocable. If you are a stockholder of record, you may revoke your proxy at any time before the votes are taken at the Special Meeting by:

•: submitting a new proxy with a later date, by using the telephone or Internet proxy submission procedures described above, or by completing, signing, dating and returning a new proxy card by mail to the Company;
•: attending the Special Meeting and voting in person; or
•: sending written notice of revocation to the Executive Vice President, General Counsel and Secretary of the Company at Rouse Properties, Inc., Attn: Secretary, Susan Elman.

Attending the Special Meeting without taking one of the actions described above will not in itself revoke your proxy. Please note that if you want to revoke your proxy by mailing a new proxy card to the Company or by sending a written notice of revocation to the Company, you should ensure that you send your new proxy card or written notice of revocation in sufficient time for it to be received by the Company before the day of the Special Meeting.

If you hold your shares in "street name" through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee in order to revoke your proxy or submit new voting instructions.

Abstentions

Adjournments and Postponements

Although it is not currently expected, the Special Meeting may be adjourned or postponed for the purpose of soliciting additional proxies. In the event that there is present, in person or by proxy, sufficient favorable voting power to secure the vote of the stockholders of the Company necessary to adopt the Merger Agreement, the Company does not anticipate that it will adjourn or postpone the Special Meeting unless it is advised by counsel that failure to do so could reasonably be expected to result in a violation of applicable law. Any signed proxies received by the Company in which no voting instructions are provided on such matter will be voted in favor of any adjournment in these circumstances. Any adjournment or postponement of the Special Meeting for the purpose of soliciting additional proxies will allow the Company's stockholders who have already sent in their proxies to revoke them at any time prior to their use at the Special Meeting as adjourned or postponed.

Solicitation of Proxies

We will bear the cost of solicitation of proxies. This includes the charges and expenses of brokerage firms and others for forwarding solicitation material to beneficial owners of our outstanding Common Stock. We may solicit proxies by mail, personal interview, e-mail, telephone, or via the Internet. The Company has retained Morrow & Co., LLC, a proxy solicitation firm, to assist it in the solicitation of proxies for the Special Meeting and will pay a customary fee, plus reimbursement of out-of-pocket expenses.

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Rights of Stockholders Who Seek Appraisal

If the Merger Agreement is adopted by the stockholders of the Company, stockholders who do not vote in favor of the adoption of the Merger Agreement and who properly exercise and perfect their demand for appraisal of their shares will be entitled to appraisal rights in connection with the Merger under Section 262 of the DGCL. This means that holders of Common Stock are entitled to have their shares appraised by the Delaware Court of Chancery and to receive payment in cash of the "fair value" of the shares of Common Stock, exclusive of any elements of value arising from the accomplishment or expectation of the Merger, together with interest to be paid upon the amount determined to be fair value, if any, as determined by the court. Stockholders of the Company who wish to seek appraisal of their shares are in any case encouraged to seek the advice of legal counsel with respect to the exercise of appraisal rights due to the complexity of the appraisal process.

To exercise your appraisal rights, you must submit a written demand for appraisal to the Company before the votes are taken on the adoption of the Merger Agreement, you must not submit a proxy or otherwise vote in favor of the proposal to adopt the Merger Agreement and you must continue to hold the shares of Common Stock of record through the effective time of the Merger. Your failure to follow the procedures specified under the DGCL will result in the loss of your appraisal rights. The DGCL requirements for exercising appraisal rights are described in further detail in this proxy statement, and the relevant section of the DGCL regarding appraisal rights is reproduced and attached as Annex F to this proxy statement. If you hold your shares of Common Stock through a broker, bank or other nominee and you wish to exercise appraisal rights, you should consult with your broker, bank or other nominee to determine the appropriate procedures for the making of a demand for appraisal by such broker, bank or other nominee.

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THE MERGER AGREEMENT

The following is a summary of the material provisions of the Merger Agreement, a copy of which is attached to this proxy statement as Annex A, and which we incorporate by reference into this proxy statement. This summary does not purport to be complete, may not contain all the information about the Merger Agreement that is important to you and is qualified in its entirety by reference to the full text of such agreement. We encourage you to read the Merger Agreement carefully and in its entirety, as the rights and obligations of the parties thereto are governed by the express terms of the Merger Agreement and not by this summary or any other information contained in this proxy statement.

Explanatory Note Regarding the Merger Agreement

The following summary of the Merger Agreement, and the copy of the Merger Agreement attached hereto as Annex A to this proxy statement, are intended to provide information regarding the terms of the Merger Agreement and are not intended to modify or supplement any factual disclosures about the Company in its public reports filed with the SEC. In particular, the Merger Agreement and the related summary are not intended to be, and should not be relied upon as, disclosures regarding any facts and circumstances relating to the Company or any of its subsidiaries or affiliates. The Merger Agreement contains representations and warranties by the Company, Parent and Acquisition Sub which were made only for purposes of that agreement and as of specified dates. The representations, warranties and covenants in the Merger Agreement were made solely for the benefit of the parties to the Merger Agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts, and may apply contractual standards of materiality or material adverse effect that generally differ from those relevant to investors. In addition, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the Company's public disclosures. Moreover, the description of the Merger Agreement below does not purport to describe all the terms of such agreement, and is qualified in its entirety by reference to the full text of such agreement, a copy of which is attached hereto as Annex A and is incorporated herein by reference.

Additional information about the Company may be found elsewhere in this proxy statement and the Company's other public filings. See "Where You Can Find Additional Information" beginning on page 122.

Structure and Timing of the Transactions

The Merger Agreement provides for, among other things, the acquisition of the Company by Parent through a series of transactions consisting of the following:

•: The Exchange. On a date to be specified by the parties, but no later than the second business day after the satisfaction or waiver of all closing conditions (described below under "Conditions to the Exchange" beginning on page 91) and conditions in the Exchange Agreement and, without Parent's consent, no earlier than July 15, 2016, the Exchange Parties will exchange the Common Stock they own for new shares of Series I Preferred Stock of the Company.
•: The Requested Transactions. On the next business day after the Exchange Closing Date, if applicable, the parties will cause to be consummated certain transactions (which are referred to as the "Requested Transactions" and are described in more detail below under "Other Covenants and Agreements—Requested Transactions" beginning on page 90) that Parent may request between signing and closing including the Closing Dividend, as described below. The date of consummation of the Requested Transactions is referred to as the "Requested Transactions Closing Date". Consummation of the Requested Transactions, if any, will be subject to no conditions other than that the Exchange shall have been consummated.

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•: The Closing Dividend. If requested by Parent, the Company will declare the Closing Dividend to the holders of record of Common Stock prior to the open of business on the Requested Transactions Closing Date. The Closing Dividend, if any, will be in an amount designated by Parent at least five business days prior to such date. The amount of the Closing Dividend is referred to as the "Closing Dividend Amount." Immediately following the declaration of the Closing Dividend, Parent will deposit any Closing Dividend Amount (less the portion of the Closing Dividend Amount payable in respect of the Company Restricted Stock) with a paying agent for prompt payment to the holders of Common Stock (other than the Exchange Parties and those holders of Common Stock that have properly exercised their appraisal rights with respect to those shares). Parent has advised us that it currently intends not to request any Requested Transactions or Closing Dividend.
•: The Merger. On the second business day after the Exchange Closing Date, the Merger will occur. At the Closing of the Merger, Acquisition Sub will merge with and into the Company, and the separate corporate existence of Acquisition Sub will cease. The Company will be the Surviving Corporation of the Merger and will continue to be a Delaware corporation after the Merger. At the Closing of the Merger, the certificate of incorporation of the Company, as in effect immediately prior to the effective time of the Merger, will be amended to reflect the form of certificate of incorporation attached as an exhibit to the Merger Agreement. The directors of Acquisition Sub immediately prior to the effective time of the Merger will become the initial directors of the Surviving Corporation and will hold office until their respective successors are duly elected or appointed and qualified. The officers of the Company immediately prior to the effective time of the Merger will become the initial officers of the Surviving Corporation and will hold office until their respective successors are duly appointed. Consummation of the Merger will be subject to no conditions other than that the Requested Transactions shall have been consummated.

Because the Exchange will occur prior to the Closing Dividend (if any) and the Merger, the Exchange Parties will not receive any portion of any Closing Dividend or the amounts payable to the holders of Common Stock in connection with the Merger (described below under "Effect of the Merger on the Common Stock and the Series I Preferred Stock" beginning on page 79).

Effect of the Merger on the Common Stock and the Series I Preferred Stock

At the effective time of the Merger, each issued and outstanding share of Common Stock (other than shares of Common Stock held by stockholders who have not voted in favor of the Merger and who have properly and validly perfected their statutory rights of appraisal in respect of such shares in accordance with Section 262 of the DGCL) will be cancelled and extinguished and automatically converted into the right to receive cash in an amount equal to (x) $18.25 less (y) the per share amount of any Closing Dividend, without interest thereon. Accordingly, through the Closing Dividend (if any) and the Merger, each holder of Common Stock, other than the Exchange Parties and those holders of Common Stock that have properly exercised and perfected their appraisal rights with respect to those shares, will receive $18.25 in cash per share (consisting of the per share Closing Dividend amount and the per share merger consideration), without interest thereon, at the Closing of the Transactions.

At the effective time of the Merger, each share of Company Series I Preferred Stock that is outstanding immediately prior to the effective time will be converted into one share of Series I Preferred Stock, par value $0.01, of the Surviving Corporation.

Treatment of Stock Options, Restricted Common Stock and ESPP

At the effective time of the Merger, each outstanding Company Option, whether or not vested or exercisable, will be vested and accelerated in full, cancelled and terminated and will entitle the holder

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of such Company Option to receive a payment, if any, in cash from the Company (without interest and less any applicable withholding taxes) equal to the product obtained by multiplying (x) the number of shares of Common Stock that were issuable upon exercise of such Company Option, by (y) the difference between $18.25 and the per share exercise price of such Company Option. If the per share exercise price of a Company Option equals or exceeds $18.25, then the Company Option will be cancelled for no consideration.

At the effective time of the Merger, each outstanding share of Company Restricted Stock will be cancelled and terminated and will entitle the holder thereof to receive the per share portion of the transaction consideration payable in respect of the outstanding Common Stock as of the effective time of the Merger.

Such amounts payable to the holders of Company Options and Company Restricted Stock are required to be paid as promptly as practicable after the Merger Closing, and in no event later than the next regular payroll date thereafter.

The Company ESPP will be cancelled and terminated prior to the effective time of the Merger and the Company will distribute to each participant in the Company ESPP all of his or her accumulated payroll deductions with respect to the offering period then in effect (including to any participating named executive officer). From and after the date the Merger Agreement was entered into, the Company must take all actions necessary to not commence a new offering period, ensure that no new participants be permitted into the Company ESPP and that the existing participants may not increase their elections with respect to the then current offering period, and provide notice to participants describing the treatment of the Company ESPP.

Payment for the Common Stock in the Merger

Prior to the effective time of the Merger, Parent will select a bank or trust company (reasonably acceptable to the Company) to act as the payment agent for the Merger, referred to as the "Payment Agent." At or prior to the Exchange Effective Time, Parent, on behalf of Acquisition Sub, will deposit (or cause to be deposited) with the Payment Agent, an amount of cash equal to the aggregate consideration to which holders of Company Shares become entitled, referred to as the "Exchange Fund." Parent will direct the Payment Agent to hold the Exchange Fund for the benefit of the holders of Company Shares and to make payments from the Exchange Fund promptly following the effective time of the Merger. The Payment Agent will mail to each holder of record whose shares were converted into the right to receive the transaction consideration a letter of transmittal in customary form and instructions for use in effecting the surrender of the Certificates and uncertificated shares. Upon surrender of Certificates for cancellation, and transmitting a duly completed and validly executed letter of transmittal, the holders of Certificates will be entitled to receive an amount in cash equal to the product obtained by multiplying (a) the aggregate number of Company Shares represented by such certificates that were converted into the right to receive the transaction consideration, by (b) the per share merger consideration (less any applicable withholding taxes payable in respect thereof). Upon receipt of an "agent's message" by the Payment Agent in the case of a book-entry transfer of uncertificated shares, the holders of such uncertificated shares will be entitled to receive an amount in cash equal to the product obtained by multiplying (x) the aggregate number of Company Shares represented by such holder's transferred uncertificated shares that were converted into the right to receive the transaction consideration by (y) the transaction consideration (less any applicable withholding taxes payable in respect thereof).

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Representations and Warranties

The Merger Agreement contains representations and warranties of the Company as to, among other things:

•: its corporate organization, existence and good standing, including with respect to its subsidiaries;
•: the capitalization of the Company and the absence of certain rights to purchase or acquire equity securities of the Company or any of its subsidiaries;
•: the Company's subsidiaries;
•: its corporate power and authority to enter into the Merger Agreement and the ancillary agreements and in each case to consummate the Transactions;
•: the Stockholder Approval and Minority Approval;
•: the absence of any violation of or conflict with the organizational documents of the Company or any of its subsidiaries, any contract to which the Company or any of its subsidiaries is a party, any law or order applicable to the Company or any of its subsidiaries or that would result in the creation of any lien upon any of the real property or other assets of the Company or any of its subsidiaries;
•: required regulatory filings and authorizations, consents or approvals of governmental entities and consents or approvals required of other third parties;
•: the accuracy of the Company's and its subsidiaries' filings with the SEC and of financial statements included in the SEC filings;
•: the absence of certain undisclosed liabilities or off-balance sheet arrangements of the Company and its subsidiaries;
•: the absence of certain events or changes since September 30, 2015;
•: the absence of certain violations or defaults under certain contracts, including arising out of the execution and delivery of, and consummation of the Transactions;
•: that each material contract is valid and binding on the Company (and/or each such subsidiary of the Company party thereto) and, to the knowledge of the Company, each other party thereto, and is in full force and effect, enforceable against the Company or each such subsidiary of the Company party thereto and neither the Company nor any of its subsidiaries that is a party thereto, nor, to the knowledge of the Company, any other party thereto, is in material breach of, or material default under, any such material contract, and no event has occurred that would constitute such a breach or default or permit termination, material modification or acceleration by any third party;
•: the good, valid and marketable title the Company holds with respect to all owned real property and personal property and the validity of certain leases for property leased by the Company and other matters pertaining to real property;
•: rights to intellectual property held by the Company and its subsidiaries;
•: the payment of taxes, the filing of tax returns and other tax matters related to the Company and its subsidiaries;
•: the Company's employee benefit plans and that each such benefit plan has been maintained, operated, administered, in all material respects, in compliance with its terms and with all applicable law and the execution of the Merger Agreement or related transactional documents will not result in any payment or benefit becoming due or payable, any increase in the amount

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or value of any benefit or compensation otherwise payable, resulting in the acceleration of time of payment, vesting or funding or result in the payment of any amount that could constitute an "excess parachute payment";

•: labor matters related to the Company and its subsidiaries;
•: compliance with laws and possession of necessary permits and authorizations by the Company and its subsidiaries;
•: environmental matters and compliance with environmental laws by the Company and its subsidiaries;
•: the absence of certain suits, actions, proceedings, claims, reviews, investigations, orders, writs or injunctions related to the Company and its subsidiaries;
•: insurance policies of the Company and its subsidiaries;
•: matters relating to information to be included in required filings with the SEC in connection with the Merger;
•: the absence of any right agreements or applicability of any anti-takeover statute to the Merger;
•: the receipt by the Special Committee of an opinion of its financial advisor; and
•: the absence of any fees owed to investment bankers or brokers in connection with the Transactions, other than those specified in the Merger Agreement.

The Merger Agreement also contains representations and warranties of Parent and Acquisition Sub as to, among other things:

•: corporate organization, existence and good standing;
•: corporate power and authority of each of Parent, Acquisition Sub and the Guarantors to enter into the Merger Agreement and related transactional documents and perform their obligations thereunder and in each case to consummate the Transactions;
•: the absence of any violation or conflict with the organizational documents of Parent, Acquisition Sub or the Guarantors, any contract to which Parent, Acquisition Sub or the Guarantors is a party, any law or order or that would result in the creation of any lien upon any of the real property or other assets of Parent, Acquisition Sub or the Guarantors;
•: required regulatory filings and authorizations, consents or approvals of governmental entities and consents or approvals required of other third parties;
•: the absence of certain suits, actions, proceedings, claims, reviews, investigations, orders, writs or injunctions related to Parent or Acquisition Sub;
•: matters relating to information to be included in required filings with the SEC in connection with the Merger;
•: the absence of any beneficial ownership of or rights to acquire any Company Capital Stock or Company Shares, other than those owned by the Exchange Parties;
•: the absence of any fees owed to investment bankers or brokers in connection with the Transactions, other than those specified in the Merger Agreement;
•: the ownership of Parent and Acquisition Sub and absence of past conduct unrelated to the Merger of Parent and Acquisition Sub;
•: the availability of sufficient funds to enable Parent to consummate the Transactions;

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•: the solvency of Parent, the Surviving Corporation and any subsidiary of the Surviving Corporation as of the effective time of the Merger and immediately after the consummation of the Merger; and
•: the limitation of the Company's representations and warranties to those set forth in the Merger Agreement.

Some of the representations and warranties in the Merger Agreement are qualified by materiality qualifications or a "material adverse effect" clause.

For purposes of the Merger Agreement, a "material adverse effect" with respect to the Company and its subsidiaries means any change, effect, event, occurrence or development, individually or in the aggregate, that has had or would reasonably be expected to have a material adverse effect on (a) the financial condition, business or results of operations of the Company and its subsidiaries taken as a whole, provided that none of the following shall constitute or contribute to a material adverse effect: (i) effects resulting from changes in the economy, political or regulatory conditions, prevailing interest rates or financial, securities or currency markets generally in the United States or that are the result of acts of war or terrorism; (ii) effects resulting from changes that are the result of factors generally affecting the industries or markets in which the Company and its subsidiaries operate; (iii) effects resulting from changes in GAAP or rules and policies of the Public Company Accounting Oversight Board or changes in applicable Law or changes in interpretations of applicable Law; (iv) effects resulting from the announcement, execution, delivery, consummation or pendency of the Transactions or the disclosure by Parent or any of its affiliates of its future plans with respect to the conduct of, or intentions for, the business of the Company following the Closing (including, for the avoidance of doubt, (A) any loss of revenue or earnings, or (B) the impact thereof on the relationships, contractual or otherwise, of the Company or any of its subsidiaries with employees, suppliers, tenants or business partners, in each case solely to the extent resulting from such public announcement or pendency) or any litigation relating to this Agreement or the Transactions; (v) any effect relating to fluctuations in the value of any currency; (vi) the existence, occurrence, worsening or continuation of any earthquakes, floods, hurricanes, tropical storms, fires or other natural disasters or any national, international or regional war, act of terrorism or other calamity; (vii) any failure to meet projections (but the underlying causes thereof may constitute or contribute to a material adverse effect if not otherwise excluded from this definition); (viii) declines in the trading prices of Common Stock (but the underlying causes thereof may constitute or contribute to a material adverse effect if not otherwise excluded from this definition) and (ix) actions taken or not taken at the written request of Parent; provided, further, that effects resulting from any matters referred to in clause "(i)", "(ii)", "(iii)", "(v)" or "(vi)" shall not be excluded to the extent they have a disproportionate adverse effect on the Company and its subsidiaries compared to other companies operating in the industry in which the Company and its subsidiaries operate; or (b) the ability of the Company to consummate the Transactions.

For the purpose of the Merger Agreement, a "material adverse effect" with respect to Parent or Acquisition Sub means circumstances that would, or would reasonably be expected to, individually or in the aggregate, prevent or materially delay the performance by each of Parent or Acquisition Sub of any of its obligations under the Merger Agreement or related transactional documents to which it is a party or the consummation of any of Transactions or related transactional documents.

Conduct of Business Pending the Merger

The Merger Agreement provides that, subject to certain exceptions or as consented to in writing by Parent, during the period from the signing of the Merger Agreement to the effective time of the Merger or the date on which the Merger Agreement terminates, the Company will, and will cause its subsidiaries to, conduct its business in the ordinary course of business consistent with past practice and it and its subsidiaries shall use their reasonable best efforts to preserve intact the Company's business

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organization, assets and goodwill and beneficial relationships with customers, suppliers, governmental authorities and others having business dealings with it and to keep available the services of its officers and key employees and maintain all permits necessary to conduct the Company's business as currently conducted, in each case, consistent with past practice. In addition, subject to certain exceptions or as consented to in writing by Parent, the Company shall not, and shall not permit any of its subsidiaries to, among other things:

•: amend or otherwise change the certificate of incorporation or bylaws of the Company or such similar applicable organizational documents of any of its subsidiaries;
•: merge or consolidate the Company or any of its subsidiaries with any other person, except for any such transactions solely among wholly owned subsidiaries of the Company not in violation of any instrument binding on the Company or any of its subsidiaries or their assets and that would not reasonably be expected to result in an increase in the net tax liability of the Company and its subsidiaries taken as a whole;
•: acquire, directly or indirectly, whether by purchase, merger, consolidation or acquisition of stock or assets or otherwise, any assets, securities, properties, interests, or businesses or make any investment (whether by purchase of stock or securities, contributions to capital, loans to, or property transfers), in each case, other than in the ordinary course of business or as required by the terms of certain contracts as in effect as of the date of the Merger Agreement;
•: issue, sell, pledge, dispose of, grant, transfer, encumber, or authorize the issuance, sale, pledge, disposition, grant, transfer, lease, license, guarantee or encumbrance of, any capital stock of the Company, subject to certain exemptions, or amend the terms of any capital stock of the Company or its subsidiaries;
•: other than in the ordinary course of business, make any loans, advances, guarantees or capital contributions to or investments in any person;
•: amend, supplement, replace, refinance, terminate or otherwise modify the Secured Credit Agreement, dated as of November 22, 2013, by and among the Company, Keybank National Association, as administrative agent, and the other parties thereto (the "Credit Agreement"), or any indebtedness related to any Company properties;
•: declare, set aside, authorize, make or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to any of the capital stock of the Company or its subsidiaries, subject to certain exceptions;
•: adjust, reclassify, split, combine or subdivide, redeem, purchase or otherwise acquire, directly or indirectly, any of the capital stock of the Company or its subsidiaries;
•: incur any indebtedness, or issue or sell any debt securities or warrants or other rights to acquire any debt securities of the Company, except for debt incurred pursuant to the Credit Agreement in the ordinary course of business consistent with past practice and any indebtedness among the Company and its wholly owned subsidiaries; redeem, repurchase, prepay, defease, guarantee, cancel or otherwise acquire for value any such indebtedness, debt securities or warrants or other rights;
•: make or authorize any capital expenditures, other than capital expenditures (i) in respect of certain specified properties, (ii) required by any leases and (iii) in the ordinary course of business;
•: make any material change to its methods of accounting for financial accounting purposes in effect at December 31, 2015, except as required by GAAP (or any interpretation thereof), Regulation S-X of the Exchange Act or a governmental authority or quasi-governmental

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authority (including the Financial Accounting Standards Board or any similar organization) or as required by a change in applicable law;

•: release, assign, compromise, discharge, waive, settle or satisfy any action or other rights, claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise) for an amount not covered by insurance in excess of $500,000 individually or $2.0 million in the aggregate or providing for any relief other than monetary relief or the Transactions;
•: terminate, modify or amend any material contract other than the termination, modification or amendment of any lease to which the Company or any of its subsidiaries is a party or the expiration or renewal of any material contract in accordance with its terms and, in each case, in the ordinary course of business consistent with past practice, or enter into any contract, agreement, or arrangement that would have been a material contract if entered into prior to the date hereof, other than leases in the ordinary course of business consistent with past practice; waive in any material respect any term of, or waive any material default under, any material contract, other than certain leases in the ordinary course of business consistent with past practice; enter into any contract which contains a change of control or similar provision that would require a payment to the other party or parties thereto in connection with the consummation of the Transactions (including in combination with any other event or circumstance);
•: make or rescind any express or deemed election, subject to certain exemptions; settle or compromise any material federal, state, local or foreign tax liability, or waive or extend the statute of limitations in respect of such taxes; take any action (or fail to take any action) that might cause the Company to no longer qualify as a real estate investment trust or prevent the Surviving Corporation from continuing to qualify as a REIT after the Merger Closing; amend any tax return with respect to a material amount of taxes; change any method of tax accounting; initiate or engage in any transaction intended to qualify in whole or in part as a "like-kind exchange" under Section 1031 of the Code;
•: with regard to intellectual property, transfer, sell, lease, license, mortgage, pledge, surrender, encumber, divest, cancel, abandon or allow to lapse or expire or otherwise dispose of any material intellectual property;
•: with regard to other assets (other than certain Company property), transfer, sell, lease, license, mortgage, pledge, surrender, encumber, divest, cancel, abandon, create or incur any lien (other than permitted liens) on or allow to lapse or expire or otherwise dispose of any assets or interests therein of the Company or its subsidiaries, except sales, leases, licenses or other dispositions of assets with a fair market value not in excess of $1.0 million in any transaction or series of related transactions or $5.0 million in the aggregate;
•: transfer, sell, lease, license, mortgage, pledge, surrender, encumber, divest, cancel, abandon, create or incur any lien (other than permitted liens) on or allow to lapse or expire or otherwise dispose of, any Company Property, other than in the ordinary course of business and subject to certain exceptions;
•: terminate any executive officers or hire any new employees unless such hiring is in the ordinary course of business consistent with past practice that are subject to arrangements that are terminable at-will and do not provide for severance, retention or change in control payments or benefits; provided, that in no event shall the Company or any of its subsidiaries enter into an employment agreement or other arrangement which provides, or extend or renew the terms of any arrangement with an existing employee to provide, for an annual base salary in excess of $250,000;

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•: adopt, enter into, amend, terminate or extend any collective bargaining agreement, labor union contract, or trade union agreement;
•: except as required pursuant to a Company benefit plan, or as otherwise required by applicable law, grant or provide any severance, retention, change in control or termination payments or benefits to any director, officer or non-officer employees of the Company or any of its subsidiaries; increase the compensation or benefits of, pay any bonus to, or make any new equity awards to, any director, officer or employee of the Company or any of its subsidiaries, other than, in the case of non-officer employees, base salary increases in the ordinary course of business consistent with past practice; establish, adopt, amend or terminate any Company benefit plan or any arrangement that would be a Company benefit plan if in effect as of the date hereof or amend the terms of any outstanding equity-based awards; take any action to accelerate the vesting or payment, or fund or in any other way secure the payment, of compensation or benefits under any Company benefit plan, to the extent not already provided in any such Company benefit plan; materially change any actuarial or other assumptions used to calculate funding obligations with respect to any Company benefit plan or to change the manner in which contributions to such plans are made or the basis on which such contributions are determined, except as may be required by GAAP; forgive any loans to directors, officers or key employees of the Company or any of its subsidiaries;
•: unless required by applicable law, reclassify any independent contractor as an employee of the Company or any of its subsidiaries;
•: fail to maintain in full force and effect insurance policies of the Company, any of its subsidiaries and their properties, businesses, assets and operations in a form and amount consistent with past practice in all material respects;
•: enter into any new line of business;
•: adopt, enter into or effect any plan of complete or partial liquidation, dissolution, reorganization or restructuring;
•: take any actions that would or would be reasonably likely to, individually or in the aggregate, prevent, materially delay or materially impede the consummation of the Transactions; or
•: announce an intention to enter into, authorize or enter into, or permit any of its subsidiaries to authorize or enter into, any written agreement or otherwise make any commitment to do anything described in the foregoing bullet points.

Other Covenants and Agreements

No Solicitation

In the Merger Agreement, the Company agreed that it and its subsidiaries will, and will cause each of its and their subsidiaries representatives to, immediately cease any discussions, negotiations, or communications with any party with respect to any Acquisition Proposal (as such term is defined below). Further, the Company agreed that it and its subsidiaries will not, and will cause its and their subsidiaries' representatives not to, directly or indirectly:

•: solicit, initiate, knowingly facilitate or knowingly encourage any Acquisition Proposal;
•: participate in any negotiations regarding, or furnish to any person any nonpublic information with respect to, any Acquisition Proposal;
•: engage in discussions with any person with respect to any Acquisition Proposal;
•: approve or recommend any Acquisition Proposal;

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•: enter into any letter of intent or similar document or any agreement or commitment providing for any Acquisition Proposal; or
•: take any action to make the provisions of any "fair price," "moratorium," "control share acquisition," "business combination" or other similar anti-takeover statute or regulation (including any transaction under, or a third party becoming an "interested stockholder" under, Section 203 of the DGCL), or any restrictive provision of any applicable anti-takeover provision in the certificate of incorporation or bylaws of the Company, inapplicable to any person other than Parent and its affiliates or to any transactions constituting or contemplated by an Acquisition Proposal.

However, prior to the receipt of the Stockholder Approval and Minority Approval, the Company may, in response to an unsolicited bona fide Acquisition Proposal that did not result from a breach of the above paragraph which the Special Committee determines in good faith, after consultation with the Company's outside counsel and financial advisor, constitutes or is reasonably likely to lead to a Superior Proposal (as such term is defined below), and, after consultation with outside counsel, that the failure to take the following actions would be inconsistent with the Special Committee's fiduciary duties under Delaware law, and subject to the Company entering into an acceptable confidentiality agreement with the person making the Acquisition Proposal:

•: furnish information to the person making such Acquisition Proposal, provided that all such information is also concurrently made available to Parent; and
•: engage in discussions and negotiations with such person with respect to such Acquisition Proposal.

Except as described below, neither the Board nor the Special Committee may withhold, withdraw, amend, qualify or modify in a manner adverse to Parent or Acquisition Sub, or publicly propose to withhold, withdraw, amend, qualify or modify in a manner adverse to Parent or Acquisition Sub, the Board's recommendation that stockholders adopt the Merger Agreement, or approve, endorse or recommend an Acquisition Proposal. A "stop, look and listen" communication by the Special Committee to the stockholders pursuant to Rule 14d-9(f) of the Exchange Act, a statement that the Special Committee has received and is currently evaluating a written proposal or offer regarding a competing proposal or a factually accurate public statement by the Company that describes the Company's receipt of an Acquisition Proposal and that the Company is evaluating such Acquisition Proposal is not prohibited or deemed to be a Company Board Recommendation Change as long as the Special Committee expressly publicly reconfirms the Board's recommendation that stockholders adopt the Merger Agreement.

At any time prior to the Stockholder Approval and Minority Approval having been obtained, the Board or the Special Committee may make a Company Board Recommendation Change only in response to (A) the Company receiving an unsolicited, bona fide written Acquisition Proposal not involving a breach of the Merger Agreement that the Special Committee (or the Board) determines in good faith, after consultation with its financial advisor and outside legal counsel, constitutes a Superior Proposal or (B) an Intervening Event (as such term is defined below). In addition, at any time prior to the Stockholder Approval and Minority Approval having been obtained, the Board or the Special Committee may, if the Company has complied with its no solicitation obligations under the Merger Agreement, cause the Company to terminate the Merger Agreement and, substantially concurrently with, and as a condition to, such termination, cause the Company to enter into a definitive written agreement providing for such Superior Proposal.

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However, the Board and the Special Committee can take the actions described in the foregoing paragraph only if the Special Committee determines in good faith, after consulting with and receiving advice from outside counsel, that the failure to do so would be inconsistent with its fiduciary duties under Delaware Law. Further, the actions described in foregoing paragraph cannot be taken until the fourth business day following Parent's receipt of written notice from the Company advising Parent that the Special Committee intends to take such action, and unless the Company, during this four business day period, negotiates with Parent in good faith with respect to any adjustments proposed by Parent to the terms and conditions of the Merger Agreement so that such Superior Proposal ceases to constitute a Superior Proposal (or, in the case of an Intervening Event, so that the failure to make such Company Board Recommendation Change would no longer be inconsistent with the Board's or the Special Committee's fiduciary duties under Delaware law) and the Company concurrently pays the termination fee described below under "Fees and Expenses" beginning on page 93. If the terms of any Superior Proposal are amended in response to any amendments proposed by Parent to the Merger Agreement, the Company must negotiate with Parent in good faith for two business days the terms of the Merger Agreement take into account all changes and adjustments proposed by Parent in determining whether such proposal continues to constitute a Superior Proposal.

The Company will keep Parent reasonably informed on a current basis of the status of any such Acquisition Proposal, including any material changes to the terms and conditions thereof, and provide Parent, within two business days after the receipt thereof, with copies of all written communications and other written materials, and summaries of all other communications, sent or provided to or by the Company and its representatives in connection with any Acquisition Proposal.

For purposes of this proxy statement:

•

an "Acquisition Proposal" refers to any offer or proposal to engage in any transaction or series of transactions involving:

•: any direct or indirect acquisition by any person or "group" (as defined in or under Section 13(d) of the Exchange Act) of more than 20% of the Company's capital stock outstanding after giving effect to the consummation of such acquisition, including pursuant to a tender offer or exchange offer;
•: any direct or indirect acquisition by any person or "group" (as defined in or under Section 13(d) of the Exchange Act) of more than 20% of the consolidated assets of the Company (measured by the fair market value);
•: any merger, consolidation, business combination, share exchange or other similar transaction involving the Company or any of its subsidiaries pursuant to which any Person or "group" (as defined in or under Section 13(d) of the Exchange Act), other than the Company's stockholders (as a group) immediately prior to the consummation of such transaction, would hold, directly or indirectly, more than 20% of the Company's capital stock outstanding after giving effect to such transaction;
•: a liquidation, dissolution or other winding up of the Company;
•: any transaction in which any person (or the stockholders of any person) acquires, directly or indirectly, beneficial ownership, or the right to acquire beneficial ownership, or formation of any group which beneficially owns or has the right to acquire beneficial ownership of, more than 20% of the Company's capital stock or securities (or options, rights or warrants to purchase, or securities convertible into or exchangeable for, such securities) representing more than 20% of the voting power of the Company; or
•: any combination of the foregoing;

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•: an "Intervening Event" refers to a material event, development or change in circumstances occurring or arising after the date of the Merger Agreement that relates to and is material to the Company that was not known to the Company on the date of the Merger Agreement, and becomes known to the Company prior to receipt of the Stockholder Approval and Minority Approval; and
•: a "Superior Proposal" refers to any bona fide written Acquisition Proposal (except that references therein to 20% are deemed to be references to a majority), that the Special Committee determines in good faith, after consultation with its financial advisor and outside legal counsel, would be more favorable from a financial point of view to the Company's stockholders than the Transactions, taking into account all available information regarding the Acquisition Proposal, any changes to the terms of the Merger Agreement proposed by Parent and the ability of the person making the Acquisition Proposal to consummate the such Acquisition Proposal (based upon, among other things, the availability of financing and the expectation of obtaining required approvals).

Notwithstanding the foregoing, the Merger Agreement does not prohibit the Company from implementing a stockholder rights plan that would restrict BAM or its affiliates from acquiring additional shares of Common Stock, provided that the execution, delivery and performance of the Merger Agreement and consummation of the Transactions will not trigger the rights plan.

Efforts to Consummate

Subject to the terms and conditions of the Merger Agreement, each of the parties to the Merger Agreement will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, and cooperate with the other parties in doing, all things reasonably necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Transactions, including with respect to obtaining any necessary actions or non-actions, waivers, licenses, orders, registrations, permits, consents, approvals, orders and authorizations from third parties and/or governmental authorities and make all necessary registrations, declarations and filings with governmental authorities, that are necessary to consummate the Transactions.

Access and Confidentiality

Until the earlier of the effective time of the Merger and the termination of the Merger Agreement, the Company will provide Parent and its representatives with reasonable access during normal business hours, upon reasonable notice, to the properties, books and records and personnel of the Company. All such information obtained by Parent will be governed by the confidentiality agreement entered into between BAM and Parent.

Directors' and Officers' Indemnification Insurance

All rights to indemnification existing in favor of each individual who is a present or former director or officer of the Company or any of its subsidiaries, referred to as the "indemnified parties", with respect to matters occurring prior to the effective time of the Merger, as provided in the certificate of incorporation and bylaws of the Company or any of its subsidiaries (as in effect as of the date of the Merger Agreement) and as provided in the indemnification agreements between the Company and the indemnified parties, will survive the Merger and Parent and the Surviving Corporation will cause them to be observed to the fullest extent permitted by Delaware law.

As of the effective time of the Merger, Parent or the Surviving Corporation will purchase a fully-paid, non-cancellable "tail" policy under the Company's existing directors' and officers' insurance policy that has an effective term of six years from the effective time of the Merger, covers the indemnified persons for actions and omissions occurring prior to the effective time of the Merger and contains

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coverage amounts at least as favorable as the coverage provided by the applicable policy in effect immediately prior to the execution of the Merger Agreement.

Employee Benefits

Parent has agreed to maintain, for a period of one year following the Merger, employee benefits that are at least substantially comparable in the aggregate to those in effect immediately prior to execution of the Merger Agreement.

Stockholder Litigation

The Company will promptly advise Parent of and give Parent the opportunity to participate in the defense or settlement of any stockholder litigation against the Company and/or its directors relating to the Transactions. The Company will not settle any such litigation without the prior written consent of Parent.

Requested Transactions

Parent has the right, in its sole discretion, upon reasonable notice to the Company (but at least five business days prior to the Exchange Closing Date), to require the Company to:

•: sell or cause to be sold any amount (including all or substantially all) of the capital stock, shares of beneficial interests, partnership interests or limited liability interests owned, directly or indirectly, by the Company in one or more subsidiaries to any person at a price (not less than reasonably equivalent value) and on terms as designated by Parent;
•: sell or cause to be sold any (including all or substantially all) of the assets of the Company or one or more subsidiaries to any person at a price (not less than reasonably equivalent value) and on terms as designated by Parent;
•: contribute any of the assets of the Company or one or more subsidiaries designated by Parent to the capital of any subsidiary;
•: declare and/or pay any dividends or other distributions to holders of Company Shares (including the Closing Dividend); and
•: take any other action requested by Parent.

The foregoing are referred to as the "Requested Transactions".

Notwithstanding the foregoing, the consummation of the Requested Transactions shall be conditioned upon the consummation of the Exchange, none of the Requested Transactions will delay or prevent the completion of the Merger, neither the Company nor any subsidiary will be required to take any action in contravention of any laws or organizational documents of the Company or such subsidiary, the Requested Transactions (or the inability to complete the Requested Transactions) will not affect or modify in any respect the obligations of Parent and Acquisition Sub under the Merger Agreement, including payment of the transaction consideration, and neither the Company nor any subsidiary will be required to take any action that would adversely affect the classification of the Company as a REIT. If the Merger Agreement is terminated, Parent will reimburse the Company for all reasonable out-of-pocket costs incurred by the Company in connection with any actions taken in connection with the Requested Transactions and Parent will indemnify and hold harmless the Board, the Company, its subsidiaries and their affiliates and representatives from and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them in connection with or as a result of taking such actions in connection with the Requested Transactions.

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Conditions to the Exchange

The obligations of the Exchange Parties and the Company to effect the Exchange are subject to the satisfaction or waiver, prior to the effective time of the Exchange, of each of the following mutual conditions:

•: the Stockholder Approval and the Minority Approval shall have been obtained; and
•: no court or governmental authority shall have enacted any law that prohibits consummation of any transaction contemplated by the Merger Agreement or instituted any lawsuit, litigation or other legal proceeding before any United States court or other governmental authority that seeks to restrain, enjoin or otherwise prohibit the consummation of the Transactions.

•: each of the representations and warranties of the Company set forth in the Merger Agreement, in each case made as if none of such representations and warranties contained any qualifications or limitations as to materiality or material adverse effect, shall be accurate as of the date of the Merger Agreement and as of the Exchange Closing Date (except to the extent that any such representation or warranty is made as of an earlier date, in which case the representation or warranty shall have been accurate as of such earlier date), except that any inaccuracies will be disregarded if the circumstances giving rise to all such inaccuracies, in the aggregate, do not constitute, and would not reasonably be expected to have, a material adverse effect, provided that the representations and warranties of the Company pertaining to corporate organization and good standing, corporate power and enforceability, requisite stockholder approval, subsidiaries, brokers, opinion of financial advisor, state anti-takeover statutes and no rights plan shall be true and correct in all material respects, provided further that the representations and warranties of the Company pertaining to capitalization shall be accurate, except that any inaccuracies in such representations and warranties that in the aggregate do not cause the aggregate transaction consideration required to be paid by Parent to increase by $1.0 million or more will be disregarded, and Parent shall have received a certificate from the Company's Chief Executive Officer to such effect;
•: the Company shall have complied with and performed in all material respects all covenants and agreements required to be performed or complied with by it under the Merger Agreement at or prior to the Exchange Closing Date, and Parent shall have received a certificate from the Company's Chief Executive Officer to such effect;
•: since the date of the Merger Agreement, there shall not have been any, and no event shall have occurred or circumstance shall exist that, in combination with any other events or circumstances, would reasonably be expected to have or result in, a material adverse effect, and Parent shall have received a certificate from the Company's Chief Executive Officer to such effect; and
•: Parent shall have received a written opinion of Sidley Austin LLP with respect to certain matters concerning the Company's qualification and taxation as a real estate investment trust.

The obligation of the Company to effect the Exchange is subject to the satisfaction or waiver, at or prior to the effective time of the Exchange, of the following additional conditions:

•: each of the representations and warranties of Parent and Acquisition Sub set forth in the Merger Agreement shall be true and accurate in all material respects as of the date of the Merger Agreement and as of the Exchange Closing Date (other than any such representation and warranty made as of a specific earlier date, which shall have been accurate in all respects as of such earlier date), except that any inaccuracies in such representations and warranties will be

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disregarded if the circumstances giving rise to all such inaccuracies (considered collectively) would not prevent or materially delay consummation of the Merger or otherwise prevent Parent or Acquisition Sub from performing any of their material obligations under the Merger Agreement, and the Company shall have received a certificate from an authorized officer of Parent to such effect; and

•: Parent and Acquisition Sub shall have complied with and performed in all material respects all covenants and agreements required to be performed or complied with by them under the Merger Agreement at or prior to the Exchange Closing Date, and the Company shall have received a certificate from an authorized officer of Parent to such effect.

Termination

The Merger Agreement may be terminated at any time prior to the effective time of the Exchange, whether before or after receipt of the Stockholder Approval and the Minority Approval:

•

by mutual written agreement of Parent and the Company;

•

by either Parent or the Company if:

•: the Merger is not consummated by October 31, 2016, provided that the right to terminate the Merger Agreement pursuant to this provision is not available to any party whose action or failure to fulfill any of its material obligations under the Merger Agreement has been the principal cause of or resulted in the failure of the Merger to be consummated by such date;
•: either the Stockholder Approval or the Minority Approval is not obtained at a meeting of the Company's stockholders, including any adjournments or postponements of such meeting; or
•: any order, judgment, decision, decree, injunction, ruling, writ or assessment of a governmental authority permanently restraining, enjoining or otherwise prohibiting consummation of any transaction contemplated by the Merger Agreement becomes final and non-appealable;

•

by the Company if:

•: Parent or Acquisition Sub breaches or violates any of their material covenants, agreements or other obligations under any Transaction Agreement, or any of the representations and warranties of Parent and Acquisition Sub in any Transaction Agreement becomes inaccurate, which breach or failure to perform would result in a failure of any Company condition to effect the Exchange, as described under "Conditions to the Exchange" beginning on page 91 and cannot be cured by October 31, 2016, or if curable, is not cured within 30 business days following delivery by the Company of written notice to Parent, provided, however, the Company's right to terminate the Merger Agreement pursuant to this provision is not available if the Company is then in material breach of any Transaction Agreement; or
•: prior to receipt of the Stockholder Approval and the Minority Approval, the Company receives a Superior Proposal that did not result from any breach of the Company's no solicitation obligations (as described in "Other Covenants and Agreements—No Solicitation" above beginning on page 86), the Special Committee determines in good faith, after consulting with and receiving advice from outside counsel, that the failure to terminate the Merger Agreement and enter into a definitive written agreement providing for the Superior Proposal would be inconsistent with its fiduciary duties under Delaware law, substantially concurrently with, and as a condition to, such termination, the Company enters into a definitive written agreement providing for the Superior Proposal and pays the termination fee described below under "Fees and Expenses" beginning on page 93, and the Company

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otherwise complies with its no solicitation obligations (as described in "Other Covenants & Agreements—No Solicitation" above beginning on page 86); or

•

by Parent if:

•: the Company breaches or violates any of its material covenants, agreements or other obligations under any Transaction Agreement, or any of the representations and warranties of the Company in any Transaction Agreement becomes inaccurate, which breach or failure to perform would result in a failure of any Parent and Acquisition Sub condition to effect the Exchange, as described under "Conditions to the Exchange" beginning on page 91 and cannot be cured by October 31, 2016, or if curable, is not cured within 30 business days following delivery by Parent of written notice to the Company, however, Parent's right to terminate the Merger Agreement pursuant to this provision is not available if Parent or Acquisition Sub is then in material breach of any Transaction Agreement; or
•: prior to receipt of the Stockholder Approval and the Minority Approval, a Company Board Recommendation Change occurs, the Company fails to include the Company Board Recommendation in the Proxy Statement, an Acquisition Proposal is publicly announced and, after a request by Parent, the Company fails to issue a press release within five business days that reaffirms unanimously the Special Committee's recommendation of the Transaction Agreements and Transactions (the press release may indicate, if applicable, that the Special Committee continues to evaluate such Acquisition Proposal in a manner consistent with the terms of the Merger Agreement), or the Company or any of its representatives breaches any of the Company's no solicitation obligations (as described under "No Solicitation" beginning on page 86) in any material respect (the occurrence of any of the foregoing events is referred to as a "Triggering Event").

Fees and Expenses

Except as otherwise provided in the Merger Agreement as described below, all fees and expenses incurred in connection with the Transaction Agreements and the Transactions must be paid by the party incurring such fees or expenses, whether or not the Transactions are consummated.

Payment of Termination Fee or Reimbursement of Fees and Expenses by the Company

If the Merger Agreement is terminated by Parent due to a breach or violation by the Company, or any of the Company's representations and warranties becoming inaccurate, as described under "Termination" beginning on page 92, then the Company will pay to Parent all the reasonable out-of-pocket expenses and fees incurred by Parent and Acquisition Sub in connection with or related to the Transaction Agreements and the Transactions.

The Company must pay a fee of $40.0 million, referred to as the "Termination Fee," to Parent if:

•: the Merger Agreement is terminated by the Company in order to enter into a definitive agreement providing for a Superior Proposal prior to receipt of the Stockholder Approval and the Minority Approval in accordance with the Merger Agreement, as described above under "Termination";
•: the Merger Agreement is terminated by Parent due to a Triggering Event occurring, as described above under "Termination";
•: (i) the Merger Agreement is terminated by the Company or Parent due to a failure of the Merger to be consummated by October 31, 2016, due to a failure to obtain the Stockholder Approval or the Minority Approval, or by Parent due to a breach or violation by the Company, or any of the Company's representations and warranties becoming inaccurate, in each case as

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described above under "Termination"; (ii) following the execution of the Merger Agreement and prior to such termination, a Competing Acquisition Transaction (as described below) is publicly announced or becomes publicly disclosed and not publicly withdrawn and (iii) within 12 months following such termination, a Competing Acquisition Transaction is consummated or the Company enters into a definitive agreement with respect to any Competing Acquisition Transaction during such 12 month period and such Competing Acquisition Transaction is thereafter consummated.

A "Competing Acquisition Transaction" is the same as an Acquisition Proposal (which is described under "Other Covenants & Agreements—No Solicitation" beginning on page 86), except that references therein to 20% are deemed to be references to a majority.

Litigation Relating to the Merger—

On April 11, 2016, certain Company stockholders filed a putative class action lawsuit against the members of the Special Committee, BPY and the Brookfield Filing Persons (BPY and the Brookfield Filing Persons being referred to as the "Brookfield Parties"), challenging the Merger. The case is captioned The George Leon Family Trust v. Silberfein, Court of Chancery of the State of Delaware, C.A. No. 12194-VCS. The plaintiffs allege that the Special Committee members and the Brookfield Parties, as alleged controlling stockholders, breached their fiduciary duties to Company stockholders, and that the Brookfield Parties aided and abetted the alleged breaches by the Special Committee members, in connection with Brookfield's attempt to acquire the Company pursuant to the Merger Agreement at an unfair price and to the detriment of stockholders. In particular, the plaintiffs allege, among other things, that:

•: The Brookfield Parties have historically dominated, and continue to dominate, the Company, including as a result of: (1) the Brookfield Parties' equity position in the Company, which was greater than 50% through November 2013 and 33.5% at the time of the signing of the Merger Agreement; and (2) the Brookfield Parties' representation on the Company board, which includes three designees (Jeffrey Blidner, Richard Clark and Brian Kingston). As a result of the foregoing, the plaintiffs allege that the Brookfield Parties have "intimate knowledge of the financial health of the company and its future prospects through their loyalists on the Board" and that the Brookfield Parties "took advantage of this inside knowledge to time a low-priced takeover bid when the Company's stock price had temporarily dipped to a near four-year low."
•: The Special Committee was "tainted by conflicts." Specifically, with respect to Mr. Silberfein, the plaintiffs allege that: (1) his allegiance is to the Brookfield Parties because (a) he has served as CEO of the Company largely at the pleasure of the Brookfield Parties, including during the approximately 18 months when the Brookfield Parties owned a majority of the Company's outstanding shares, and (b) a designee of the Brookfield Parties, Richard Clark, chairs the Compensation Committee of the Company's board, which controls his compensation; (2) he may receive up to $3 million under the retention plan discussed on page 59; (3) he may receive approximately $5.5 million for the acceleration of his unvested equity awards in connection with the consummation of the Merger. Further, with respect to Mr. Hegarty, the plaintiffs allege that: (1) he was appointed to the Company's board when the Brookfield Parties owned a majority of the Company's outstanding shares; and (2) he served on the board of Brookfield Office Properties Inc. ("Brookfield Office"), a Canadian corporation allegedly controlled by BPY, until June 9, 2014, when BPY acquired all of the outstanding shares of Brookfield Office that it did not already own in a transaction in which, according to the plaintiff, Mr. Hegarty was determined not to be "independent" of BPY for purposes of a Canadian statute, Multilateral Instrument 61-101, applicable to the transaction. Based on these alleged conflicts, the plaintiffs claim that a transaction with Brookfield was "preordained."

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•

The Special Committee's attempts to seek an alternative buyer were "perfunctory" because, among other things:

•: The Special Committee "refus[ed] to agree to structural protections that would help create an open and fair process" given "Brookfield's dominant ownership stake" and otherwise agreed to "unreasonable deal protections."
•: The Special Committee "belatedly authorized BofA to contact and engage with interested and potential buyers . . . a mere two weeks before the parties signed the Merger Agreement."

Among other relief, the plaintiffs are seeking rescissionary damages in the event the Merger transactions are consummated and an award of attorney's fees and expenses for plaintiffs.

On May 6, 2016, a different Company stockholder filed a putative class action lawsuit against the same defendants and involving similar claims and relief sought as the Leon lawsuit. The case is captioned Schwab v. Silberfein, Court of Chancery of the State of Delaware, C.A. No. 12307-VCS.

We believe the claims asserted in both lawsuits are without merit and the defendants intends to defend the lawsuits vigorously.

For more information on the Leon and Schwab lawsuits, please find the complaints attached as Exhibits (a)(5)(i) and (a)(5)(ii) to BAM's Schedule 13E-3 filed in connection with this proxy statement.

It is possible that additional claims beyond the lawsuit described above will be brought by the current plaintiffs or by others in an effort to enjoin the proposed Merger or seek monetary relief. We are not able to predict the outcome of this action, or others, nor can we predict the amount of time and expense that will be required to resolve the actions. An unfavorable resolution of any such litigation surrounding the proposed Merger could delay or prevent the consummation of the Merger. In addition, the cost to us of defending the actions, even if resolved favorably, could be substantial. Such actions could also divert the attention of our management and resources from day-to-day operations.

Reimbursement of Fees and Expenses by Parent

If the Merger Agreement is terminated by the Company due to a breach or violation by Parent or Acquisition Sub, or any of Parent's or Acquisition Sub's representations and warranties becoming inaccurate, as described under "Termination" beginning on page 92, then Parent will pay to the Company all the reasonable out-of-pocket expenses and fees incurred by the Company in connection with or related to the Transaction Agreements, and the Transactions.

Amendments and Waivers

The Merger Agreement may not be amended except pursuant to an instrument in writing signed by the parties to the Merger Agreement. However, following receipt of the Stockholder Approval, no amendment may be effected that requires the approval of the Company's stockholders under Delaware law without such approval.

At any time prior to the effective time of the Exchange, any party may, extend the time for the performance of any of the obligations or other acts of any other party, waive any inaccuracies in the representations and warranties made to such party in the Merger Agreement or any document delivered pursuant thereto and waive compliance with any of the agreements or conditions for the benefit of such party in the Merger Agreement. However, after receipt of the Stockholder Approval and the Minority Approval, no waiver may be made that by law requires further approval by the stockholders of the Company without the further approval of such stockholders, and no waiver may be made after the effective time of the Exchange. Except as required by law, no extension or waiver by the Company will require the approval of the stockholders of the Company.

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Equitable Remedies

The parties are entitled to an injunction or injunctions, specific performance and other equitable relief to prevent breaches of the Merger Agreement and to specifically enforce the performance of its terms, in addition to any other remedy to which they are entitled at law or in equity.

Limited Guarantee

The Guarantors, jointly and severally, have irrevocably and unconditionally guaranteed to the Company the full and timely payment and performance by Parent and Acquisition Sub of all their covenants, obligations, undertakings and liabilities in connection with the Transaction Agreements and the Transactions. However, the aggregate obligations of the Guarantors will not exceed the aggregate transaction consideration payable under the Merger Agreement, other than with respect to Parent's and Acquisition Sub's indemnification obligations under the Merger Agreement (described under "Other Covenants and Agreement—Directors' and Officers' Indemnification Insurance" beginning on page 89 and "Other Covenants and Agreement—Requested Transactions" "beginning on page 90. Except with respect to such indemnification obligations, this guaranty will terminate as of immediately after the effective time of the Merger.

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AGREEMENTS INVOLVING COMMON STOCK;
TRANSACTIONS BETWEEN THE EXCHANGE PARTIES AND THE COMPANY

Agreements Involving Common Stock

Voting Agreement

In connection with the execution of the Merger Agreement, on February 25, 2016, Brookfield Retail Holdings VII LLC, New Brookfield Retail Holdings R2 LLC, Brookfield BPY Retail Holdings II LLC, Brookfield Retail Holdings III Sub II LLC, Brookfield Retail Holdings II Sub II LLC, Brookfield Retail Holdings IV-A Sub II LLC, Brookfield Retail Holdings IV-B Sub II LLC, Brookfield Retail Holdings IV-C Sub II LLC and Brookfield Retail Holdings IV-D Sub II LLC (which are the "Exchange Parties" discussed elsewhere in this proxy statement) entered into an agreement with the Company, referred to as the "Voting Agreement", pursuant to which, among other things, each Exchange Party agreed, subject to the terms and conditions set forth therein, to vote all the shares of Common Stock owned by such Exchange Party (i) in favor of the approval and adoption of the Merger Agreement, (ii) in favor of the approval of the Transactions and any other matter that is required to facilitate the Transactions and (iii) against certain actions that would compete or conflict with, or have an adverse effect on the consummation of the Transactions. The Voting Agreement will terminate upon the occurrence of certain events, including the termination of the Merger Agreement in accordance with its terms.

As of the record date, the Exchange Parties owned, in the aggregate, 19,387,625 shares of Common Stock representing, in the aggregate, approximately 33.5% of the outstanding Common Stock. Votes of the Exchange Parties (as well as their respective affiliates) will be excluded for purposes of tabulating the vote with respect to the Minority Approvals.

A copy of the Voting Agreement is attached to this proxy statement as Annex C and is incorporated by reference into this proxy statement. The summary of the Voting Agreement in the preceding paragraph does not purport to be complete, may not contain all the information about the Voting Agreement that may be important to you and is qualified in its entirety by reference to the full text of such agreement. We encourage you to read the Voting Agreement carefully and in its entirety, as the rights and obligations of the parties thereto are governed by the express terms of the Voting Agreement and not by this summary or any other information contained in this proxy statement.

Exchange Agreement

In connection with the execution of the Merger Agreement, on February 25, 2016, the Exchange Parties entered into an agreement with the Company, referred to as the "Exchange Agreement", pursuant to which, among other things, the Exchange Parties agreed to contribute to the Company, in the aggregate, all 19,387,625 shares of Common Stock owned by the Exchange Parties in exchange for 19,387,625 shares of Series I Preferred Stock of the Company, prior to the consummation of the Merger. The Exchange Agreement will terminate upon the occurrence of certain events, including the termination of the Merger Agreement in accordance with its terms.

A copy of the Exchange Agreement is attached to this proxy statement as Annex D and is incorporated by reference into this proxy statement. The summary of the Exchange Agreement in the preceding paragraph does not purport to be complete, may not contain all the information about the Exchange Agreement that may be important to you and is qualified in its entirety by reference to the full text of such agreement. We encourage you to read the Exchange Agreement carefully and in its entirety, as the rights and obligations of the parties thereto are governed by the express terms of the Exchange Agreement and not by this summary or any other information contained in this proxy statement.

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Letter Agreement

In connection with the execution of the Merger Agreement, on February 25, 2016, BAM entered into a letter agreement with the Company, referred to as the "Letter Agreement", pursuant to which, among other things, BAM agreed, to the extent legally required, to file (along with certain of its affiliates) with the SEC a Rule 13E-3 transaction statement on Schedule 13E-3 relating to the Transactions.

A copy of the Letter Agreement is attached as Annex E and is incorporated by reference into this proxy statement. The summary of the Letter Agreement in the preceding paragraph does not purport to be complete, may not contain all the information about the Letter Agreement that may be important to you and is qualified in its entirety by reference to the full text of such agreement. We encourage you to read the Letter Agreement carefully and in its entirety, as the rights and obligations of the parties thereto are governed by the express terms of the Exchange Agreement and not by this summary or any other information contained in this proxy statement.

PROVISIONS FOR PUBLIC STOCKHOLDERS

No provision has been made (i) to grant the Unaffiliated Stockholders access to the corporate files of the Company, any other party to the Merger Agreement or any of their respective affiliates, or (ii) to obtain counsel or appraisal services at the expense of the Company, any other party to the Merger Agreement or any of their respective affiliates.

IMPORTANT INFORMATION CONCERNING THE COMPANY

Company Background

The Company is a publicly traded real estate investment trust headquartered in New York City and is among the largest mall owners in the United States, with a geographically diversified portfolio that spans the United States from coast to coast. With 36 malls and retail centers in 21 states encompassing over 24.9 million square feet of retail space, the Company's properties are located in the heart of America and are home to industry-leading brands from Dillard's and Macy's to H&M and Victoria's Secret. The Company's principal offices are located at 1114 Avenue of the Americas, Suite 2800, New York, NY 10036-7703.

If the Merger Agreement is approved and adopted by the Company stockholders at the Special Meeting and the Merger is completed as contemplated, the Company will survive the Merger as the Surviving Corporation.

Directors and Executive Officers

The Board consists of eight members. The below listed persons are the executive officers and directors of the Company as of the date of this proxy statement. Each executive officer will serve until a successor is elected by the Board or until the earlier of his or her resignation or removal. None of these persons has been convicted in a criminal proceeding during the past five years (excluding traffic violations or similar misdemeanors), and none of these persons has been a party to any judicial or administrative proceeding during the past five years that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws or a finding of any violation of federal or state securities laws. All the directors and executive officers of the Company can be reached c/o:

Rouse Properties, Inc.
1114 Avenue of the Americas, Suite 2800
New York, NY 10036-7703
Tel: (212)608-5108

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Andrew Silberfein has served as the Company's President and Chief Executive Officer since January 2, 2012 and has served as a director since January 12, 2012. Mr. Silberfein previously held the position of Executive Vice President-Retail and Finance for Forest City Ratner Companies, a developer, owner and operator of real estate primarily in the New York metropolitan area, where he was employed from 1995 to 2011. Mr. Silberfein was responsible for managing Forest City Ratner Companies' retail portfolio, consisting of over 5.1 million square feet of existing and under construction shopping centers and malls. Mr. Silberfein also had the overall responsibility for all aspects of Forest City Ratner Companies' debt and equity financing requirements for its real estate portfolio. Prior to joining Forest City Ratner Companies, from 1989 to 1995, Mr. Silberfein was a Senior Vice President of Sanford Nalitt and Associates, a firm focused on the development of supermarket and discount department store anchored shopping centers along the east coast of the United States. Mr. Silberfein holds a Bachelor of Arts degree from Lafayette College and a Master of Business Administration degree from Columbia University School of Business.

Jeffrey Blidner has served as a director since January 12, 2012. Mr. Blidner is a Senior Managing Partner of BAM, responsible for strategic planning as well as transaction execution. BAM is a global alternative asset manager with approximately $225.0 billion in assets under management with over a 100-year history of owning and operating assets with a focus on property, renewable power, infrastructure and private equity. He is also the Chief Executive Officer of BAM's Private Funds Group, a director of BAM, Canary Wharf Group PLC, Brookfield Infrastructure Partners and BPY and Chairman of Brookfield Business Partners and Brookfield Renewable Energy Partners.

Richard Clark has served as a director and the Chairman of the Board since November 1, 2012. Mr. Clark is a Senior Managing Partner of BAM and the Chairman of Brookfield Property Group and BPY. Mr. Clark has been with BAM and its predecessors since 1984 in various senior roles, including Chief Executive Officer of Brookfield Property Group from 2009 to 2015 and Chief Executive Officer of BPY since its formation in 2013 to 2015 and President and Chief Executive Officer of Brookfield Office Properties from 2002 to 2012. Mr. Clark serves as a director on several of BAM's real estate affiliate company boards, including Canary Wharf Group PLC, and board member of GGP.

Christopher Haley has served as a director since January 12, 2012. Since 2009, Mr. Haley has held the position of Managing Principal of Palladian Realty Capital LLC, a real estate investment banking and advisory company which Mr. Haley founded in that same year. Prior to his position at Palladian Realty Capital LLC, Mr. Haley held various leadership positions at Wells Fargo and several of its various capital markets predecessor companies from 1993 through 2009, most recently serving as Managing Director at Wells Fargo Securities from 2003 through 2009. Such service also included his lead role in the firm's equity research department focusing on real estate company analysis. Mr. Haley is the lead instructor for SNL Securities' Financial Statement Analysis for Real Estate/REIT School, a Trustee and Governor of NAIOP's Research Foundation, a national commercial real estate development association, a member of the National Association of Corporate Directors, a national association focused on advancing exemplary board leadership and boardroom practices, and a former member of the NAREIT Financial Standards Task Force.

Michael Hegarty has served as a director since November 1, 2012. Mr. Hegarty's career spans 40 years in the business world and is defined by numerous leadership positions. He served as Senior Vice Chairman and Chief Operating Officer of AXA Financial. In addition, Mr. Hegarty was the President and Chief Operating Officer of Equitable Life Assurance Society of the United States, a wholly owned subsidiary of AXA Financial. He was also a member of the Boards of AXA Financial, Equitable Life, Alliance Capital, Donaldson Lufkin & Jenrette and Brookfield Office Properties. From 1995 to 1997, Mr. Hegarty served as Vice Chairman of Chase Manhattan Bank, following his position as Vice Chairman of Chemical Banking Corporation and as Senior Executive Vice President of Manufacturers Hanover Trust. Mr. Hegarty's management responsibilities covered a broad spectrum of finance, investment and asset management and business operations and technology. In his leadership

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role in banking, he served as head or co-head of retail and consumer banking including mortgage banking, investment funds management, credit card, consumer and branch operations and products. He also oversaw energy banking, middle market banking and real estate finance. Since leaving AXA Financial, Mr. Hegarty has continued his involvement in investment management, real estate and corporate leadership. He currently serves as a trustee of MFS Funds, director of Capmark Financial. Mr. Hegarty is the Chairman of the Historic Hudson Valley, Chairman of Community Preservation Corporation, a Trustee of the John Simon Guggenheim Memorial Foundation, Iona College, and Elizabeth Seton Pediatric Center. He also serves as a trustee of the Marine Corps Association.

Brian Kingston has served as a director since May 3, 2013. Mr. Kingston is a Senior Managing Partner of BAM and Chief Executive Officer of Brookfield Property Group and BPY. Mr. Kingston has held various senior management positions within BAM and its affiliates, including as the Chief Executive Officer of Brookfield Office Properties Australia from January 2011 to December 2012, the Chief Executive Officer of Prime Infrastructure Holdings Ltd. from March 2010 to December 2010 and the Chief Financial Officer of Brookfield Multiplex from January 2008 to March 2010. Prior to joining BAM in 2001, Mr. Kingston worked for Ernst & Young in Audit and Advisory Services. Overall, Mr. Kingston has over 16 years of real estate experience.

David Kruth has served as a director since January 12, 2012. Mr. Kruth is Managing Partner of Brooklyn // Queens Properties, a private investment firm that makes debt and equity investments in residential, retail and mixed-use properties. Additionally, Mr. Kruth is an adjunct assistant professor at Columbia University's Master's Program in Real Estate. Mr. Kruth was previously Vice President and Senior Portfolio Manager of the Global Real Estate Securities Funds at Goldman Sachs Asset Management from 2005 through 2011, where he co-managed an eight-person global investment team and $5.0 billion in assets under management. Prior to Goldman Sachs, Mr. Kruth was a Portfolio Manager and Senior Analyst at both Citigroup Property Investors and Alliance Capital Management for eight years, where he was responsible for investing in REITs and other publicly traded real estate companies in the US and internationally. Mr. Kruth began his career in 1988 at the Yarmouth Group (later known as Lend Lease) where he made property investments in the US, Europe and Asia. Mr. Kruth graduated from Ithaca College magna cum laude with a Bachelor of Science degree in Economics and Finance, and is a CFA charter holder.

Michael Mullen has served as a director since January 12, 2012. From January 2013 to February 2015, when IndCor Properties was sold, Mr. Mullen served on the Board of Directors and as a Senior Advisor to IndCor Properties, a portfolio company of the Blackstone Group, for which he focused on the ownership and management of industrial properties. Mr. Mullen is the retired Chief Executive Officer of CenterPoint Properties Trust, an industrial real estate ownership and development company for which he was one of the founding partners in 1993, and held that title from 2004 through September 2011. He also served on the Board of Directors of CenterPoint through 2012. Mr. Mullen currently serves on the Board of Directors of CONE, a subsidiary of Moura Dubeaux Engineering, a construction and engineering firm based in Redfe, Brazil, as well as the Board of Directors of Tusdeer, the Saudi Import Export Development Co., based in Jeddah, Saudi Arabia. From 2001 until 2005, Mr. Mullen served on the Board of Directors of Brauvin Capital, a private REIT that was the owner of a large portfolio of free standing single tenant retail and restaurant facilities. Mr. Mullen has worked in the real estate industry in a variety of positions since 1976.

John Wain has served as the Company's Chief Financial Officer since October 3, 2012. Mr. Wain formerly was a Managing Director and the Head of Real Estate Americas at Credit Agricole Corporate and Investment Bank (formerly Calyon Corporate & Investment Bank) ("Credit Agricole") an investment banking and financing company, where he was employed for eight years prior to joining the Company. In such capacity, he had responsibility for overseeing Credit Agricole's U.S. real estate lending business. Over the course of his banking career, Mr. Wain focused extensively on structuring and negotiating secured and unsecured corporate real estate facilities and property level loans for

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public real estate investment trusts, owners and developers, as well as corporate bonds, interest rate derivatives and equity transactions. Overall, Mr. Wain has over 27 years of experience in the real estate and banking industry. Mr. Wain holds a Bachelor of Science degree in Business Administration, Real Estate and Urban Economic Studies from the University of Connecticut.

Brian Harper has served as the Company's Chief Operating Officer since April 22, 2015. Prior to serving in such role, he was the Executive Vice President of Leasing and Acquisitions of the Company since January 12, 2012. Mr. Harper previously was the Senior Vice President of Leasing for GGP, where he was employed for five years prior to joining the Company. While employed by GGP, he oversaw the leasing efforts of a $2.0 billion multi-state portfolio and was one of the original members of the team that was key to the formation and spin-off of the Company. Prior to joining GGP, he was a Vice President at RED Development and an Associate at Cohen-Esrey Real Estate Services, LLC. Mr. Harper has been involved with ground-up development, asset repositions, distressed real estate and "regular" mall leasing. During these different leasing assignments, Mr. Harper won several awards, including Chain Store Age's 10 Under 40 in Real Estate. He has served as a panelist for the International Council of Shopping Centers and is an active member of the organization. Overall, Mr. Harper has over 15 years of experience in the retail real estate industry. Mr. Harper is Co-Founder and Chairman of the Breaking Ground Foundation. Mr. Harper holds a Bachelor of Arts degree from the University of Kansas.

Susan Elman has served as the Executive Vice President, General Counsel and Secretary of the Company since April 2012. Ms. Elman previously was the Senior Vice President and Deputy General Counsel of Forest City Ratner Companies ("FCRC"), a real estate developer, owner and operator, where she was employed for over 15 years prior to joining the Company. At FCRC, she was responsible for overseeing all legal matters pertaining to the company, including development, financing, leasing, acquisition and disposition, joint venture, litigation and corporate matters. Ms. Elman handled the closing of over $5.0 billion of complex real estate transactions. Ms. Elman previously was a practicing attorney at the law offices of Battle Fowler, LLP from 1987 through 1994, and of Stroock & Stroock & Lavan LLP from 1985 through 1987. Overall, Ms. Elman has more than 25 years of experience in the real estate industry. She holds a Bachelor of Arts degree from the University of Pennsylvania and Juris Doctor from the Boston University School of Law and is admitted to the bar in the State of New York. Ms. Elman is a Trustee of the Jewish Child Care Association and a member of the Urban Land Institute.

Prior Public Offerings

The Company has not made any public offerings of Common Stock or other Company securities in the past two years.

Selected Historical Financial Information

Set forth below is certain historical selected financial information relating to the Company. The historical selected financial data as of and for the years ended December 31, 2015, 2014, 2013, 2012 and 2011 have been derived from the Company's historical audited consolidated and combined financial statements, and the historical selected financial data as of and for the quarter ended March 31, 2016 have been derived from the Company's historical unaudited consolidated and combined financial statements. This information is only a summary and should be read in conjunction with our Annual Report on Form 10-K for the fiscal year ended December 31, 2015 and our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2016, both of which are incorporated by reference into this proxy statement. In the opinion of management, all adjustments necessary for a fair presentation (which include only normal recurring adjustments) have been included in this proxy statement. More comprehensive financial information is included in such reports, including management's discussion and analysis of financial condition and results of operations, and the following

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summary is qualified in its entirety by references to such reports and all of the financial information and notes contained therein. For additional information, see "Where You Can Find Additional Information" beginning on page 122.

The following tables set forth the selected historical consolidated and combined financial and other data of our business. We were formed for the purpose of holding certain assets and assuming certain liabilities of GGP. Prior to January 12, 2012, we were a wholly-owned subsidiary of GGP Limited Partnership. GGP distributed the assets and liabilities of 30 of its wholly-owned properties ("RPI Businesses") to the Company on January 12, 2012 (the "Spin-Off Date"). Prior to the completion of the spin-off, we did not conduct any business and did not have any material assets or liabilities. The selected historical financial data set forth below as of December 31, 2015, 2014, 2013, 2012 and 2011 and for the years ended December 31, 2015, 2014, 2013, 2012 and 2011 has been derived from our audited consolidated and combined financial statements, and the selected historical financial data set forth below as of March 31, 2016 and for the quarter ended March 31, 2016 have been derived from our unaudited consolidated and combined financial statements.

Our consolidated and combined financial statements were carved-out from the financial information of GGP at a carrying value reflective of such historical cost in such GGP records for periods prior to the Spin-Off Date. Our historical financial results reflect allocations for certain corporate expenses which include, but are not limited to, costs related to property management, human resources, security, payroll and benefits, legal, corporate communications, information services and restructuring and reorganization. Costs of the services that were allocated or charged to us were based on either actual costs incurred or a proportion of costs estimated to be applicable to us based on a number of factors, most significantly our percentage of GGP's adjusted revenue, gross leasable area of assets and number of properties. These results do not reflect what our expenses would have been had we been operating as a separate stand-alone public company in 2011. For the years ended December 31, 2012 and 2011, the corporate cost allocations were $0.4 million and $10.7 million, respectively.

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Effective with the spin-off, we assumed responsibility for all of these functions and related costs and our costs as a stand-alone entity are higher than those allocated to us from GGP. The historical combined financial information presented prior to 2012 is not indicative of the results of operations, financial position or cash flows that would have been obtained if we had been an independent, stand-alone entity during those periods shown.

	Three Months Ended March 31, 2016			Three Months Ended March 31, 2015			Year Ended December 31,

	Three Months Ended March 31, 2016			Three Months Ended March 31, 2015			2015			2014			2013			2012			2011
	(In thousands, except per share data)
Operating Data:
Total revenues	$	80,632		$	74,561		$	305,384		$	292,127		$	243,542		$	224,299		$	223,359
Other operating expenses		(46,124	)		(37,249	)		(142,268	)		(144,422	)		(124,638	)		(129,565	)		(106,857	)
Provisions for impairment		—			(2,900	)		(2,900	)		(15,965	)		(15,159	)		—			—
Depreciation and amortization		(26,348	)		(25,986	)		(107,941	)		(100,302	)		(66,497	)		(67,709	)		(73,571	)

Operating income		8,160			8,426			52,275			31,438			37,248			27,025			42,931

Interest expense, net		(17,949	)		(19,138	)		(71,402	)		(82,586	)		(81,986	)		(89,348	)		(64,447	)
Gain on extinguishment of debt		—			22,840			26,558			—			—			—			—

Income (loss) before income taxes, gain on sale of real estate assets, and discontinued operations		(9,789	)		12,128			7,431			(51,148	)		(44,738	)		(62,323	)		(21,516	)
Provision for income taxes		(158	)		(236	)		(604	)		(537	)		(844	)		(445	)		(533	)

Income (loss) from continuing operations before gain on sale of real estate assets		(9,947	)		11,892			6,827			(51,685	)		(45,582	)		(62,768	)		(22,049	)
Gain on sale of real estate assets		—			32,509			34,796			—			—			—			—

Income (loss) from continuing operations		(9,947	)		44,401			41,623			(51,685	)		(45,582	)		(62,768	)		(22,049	)
Discontinued operations:
Loss from discontinued operations		—			—			—			—			(23,158	)		(5,891	)		(4,927	)
Gain on extinguishment of debt from discontinued operations		—			—			—			—			13,995			—			—

Discontinued operations, net		—			—			—			—			(9,163	)		(5,891	)		(4,927	)

Net income (loss)	$	(9,947	)	$	44,401		$	41,623		$	(51,685	)	$	(54,745	)	$	(68,659	)	$	(26,976	)
Net (income) loss attributable to non-controlling interests		(135	)		6			76			(71	)		—			—			—

Net income (loss) attributable to Rouse Properties, Inc.	$	(10,082	)	$	44,407		$	41,699		$	(51,756	)	$	(54,745	)	$	(68,659	)	$	(26,976	)
Preferred distributions		(1,750	)		—			(953	)		—			—			—			—

Net income (loss) allocable to common shareholders	$	(11,832	)	$	44,407		$	40,746		$	(51,756	)	$	(54,745	)	$	(68,659	)	$	(26,976	)



Net income (loss) from continuing operations per share attributable to Rouse Properties, Inc.—Basic	$	(0.17	)	$	0.77		$	0.72		$	(0.90	)	$	(0.92	)	$	(1.36	)	$	(0.61	)
Net income (loss) from continuing operations per share attributable to Rouse Properties, Inc.—Diluted	$	(0.17	)	$	0.76		$	0.72		$	(0.90	)	$	(0.92	)	$	(1.36	)	$	(0.61	)
Net income (loss) per share allocable to common shareholders—Basic	$	(0.21	)	$	0.77		$	0.70		$	(0.90	)	$	(1.11	)	$	(1.49	)	$	(0.75	)
Net income (loss) per share allocable to common shareholders—Diluted	$	(0.21	)	$	0.76		$	0.70		$	(0.90	)	$	(1.11	)<