NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS: APPROVED
OR DISAPPROVED OF THE TRANSACTION; PASSED UPON THE MERITS OR FAIRNESS OF THE TRANSACTION; OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13E-3
RULE
13E-3
TRANSACTION STATEMENT
Under Section 13(e) of the Securities Exchange Act of 1934
GGP Inc.
(Name of Issuer)
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GGP Inc.
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Brookfield BPY Retail Holdings II Subco LLC
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Brookfield Property Partners L.P.
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New Brookfield BPY Retail Holdings II LLC
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Brookfield Asset Management Inc.
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BW Purchaser, LLC
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Goldfinch Merger Sub Corp.
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Brookfield Retail Holdings Warrants LLC
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Brookfield Retail Holdings VII LLC
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Brookfield Retail Holdings II Sub III LLC
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Brookfield Retail Mall LLC
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New GGP Warrants LLC
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BPY Retail I LLC
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Brookfield Retail Holdings VII Sub 3 LLC
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BPY Retail V LLC
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(Name of Persons Filing Statement)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
36174X101
(CUSIP Number of Class of Securities)
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Rosemary G. Feit
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Bryan K. Davis
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Executive Vice President and General Counsel
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Chief Financial Officer
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GGP Inc.
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Brookfield Property Group LLC
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350 N. Orleans St., Suite 300
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Brookfield Place
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Chicago, Illinois 60654
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250 Vesey Street, 15th Floor
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(312)
960-5000
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New York, NY 10281
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(212)
417-7000
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of the Persons Filing Statement)
With copies to:
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Joseph C. Shenker, Esq.
Robert W. Downes, Esq.
Brian E. Hamilton, Esq.
Sullivan & Cromwell
LLP
125 Broad
Street
New York, New York
10004
(212)
558-4000
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Alan Klein, Esq.
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York,
New York
10017
(212)
455-2000
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Michael J. Aiello, Esq.
Matthew J. Gilroy, Esq.
Weil, Gotshal & Manges
LLP
767 Fifth Avenue
New York, New York
10153
(212)
310-8000
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Gilbert G. Menna, Esq. Mark S. Opper, Esq.
David H. Roberts, Esq.
Goodwin Procter LLP
100 Northern Avenue
Boston, Massachusetts
02210
(617)
570-1000
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Karrin Powys-Lybbe,
Esq.
Mile T. Kurta, Esq.
Torys LLP
1114 Avenue of the Americas
New York, New York 10036
(212)
880-6000
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This statement is filed in connection with (check the appropriate box):
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☒
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The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule
13e-3(c)
under the Securities Exchange Act of 1934.
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☒
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The filing of a registration statement under the Securities Act of 1933.
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Check the following box if the soliciting materials or information statement referred to in
checking box (a) are preliminary copies: ☒
Check the following box if the filing is a final amendment reporting the results of the transaction:
☐
CALCULATION OF FILING FEE
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Transaction Valuation*
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Amount of Filing Fee**
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$17,381,711,948
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$2,164,023.14
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*
Calculated solely for the purpose of determining the filing fee.
The transaction valuation was calculated as the sum of
(1) (i) the product of (a) $19.84 (rounded up to the nearest cent), which is the average of the high and low prices per share of GGP Inc.s common stock as reported on the NYSE on April 27, 2018, and (b) 660,886,432, which is the estimated
maximum number of shares of GGP Inc.s common stock (taking into consideration (x) the exercise of certain GGP Inc. equity awards, (y) the full redemption of the series of preferred units of GGPOP designated as 6.5% series D
cumulative convertible preferred units and the series of preferred units of GGPOP designated as 7% series E cumulative convertible preferred units into common units of GGPOP, and (z) the full redemption into GGP Inc.s common stock of the
common units of GGPOP that are redeemable into GGP Inc.s common stock in connection with the transactions described herein) and GGP restricted stock receiving class A stock issued, plus (ii) the product of (a) $5.65 per share (which is
equal to the difference between $23.50 and $17.85 (rounded up to the nearest cent), the weighted average exercise price of the GGP options), and (b) 14,295,427, which is the estimated number of shares of GGP Inc.s common stock underlying the
GGP options receiving class A stock that is issued, minus (iii) $9,250,000,000, which is the total amount of cash consideration that would be paid pursuant to the merger agreement to holders eligible to receive class A stock,
plus
(2) the product of (i) $24.55 (rounded up to the nearest cent), which is the average of the high and low prices per share of GGP Inc.s 6.375% series A cumulative perpetual preferred stock, par value $0.01 per share, as reported on the
NYSE on April 27, 2018, and (ii) 10,000,000, which is the estimated maximum number of shares of Brookfield Property REIT Inc.s series A preferred stock that may be issued,
plus
(3) (i) the product of (a) $19.84 (rounded up to the
nearest cent), which is the average of the high and low prices per share of GGP Inc.s common stock as reported on the NYSE on April 27, 2018, and (b) 660,886,432, which is the estimated maximum number of shares of GGP Inc.s common
stock (taking into consideration (x) the exercise of certain GGP Inc. equity awards, (y) the full redemption of the series of preferred units of GGPOP designated as 6.5% series D cumulative convertible preferred units and the series of
preferred units of GGPOP designated as 7% series E cumulative convertible preferred units into common units of GGPOP, and (z) the full redemption into GGP Inc.s common stock of the common units of GGPOP that are redeemable into GGP
Inc.s common stock in connection with the transactions described herein) and GGP restricted stock receiving class A stock issued, plus (ii) the product of (a) $5.65 per share (which is equal to the difference between $23.50 and $17.85
(rounded up to the nearest cent), the weighted average exercise price of the GGP options), and (b) 14,295,427, which is the estimated number of shares of GGP Inc.s common stock underlying the GGP options receiving class A stock that is issued,
minus (iii) $9,250,000,000, which is the total amount of cash consideration that would be paid pursuant to the merger agreement to holders eligible to receive class A stock,
plus
(4) $9,250,000,000, which is the total amount of cash
consideration that would be paid pursuant to the merger agreement to holders eligible to receive class A stock.
** The amount of filing fee was calculated
in accordance with Rule
0-11(b)
of the Securities Exchange Act of 1934, as amended, by multiplying 0.0001245 by the transaction valuation.
☒ Check the box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2)
and identify the
filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule, and the date of its filing.
Amount Previously Paid: $490,873.12
Form or Registration No.:
Registration Statement on Form
F-4
Filing Party: Brookfield Property Partners L.P.
Date Filed: May 2, 2018
Amount Previously Paid: $521,437.87
Form or Registration No.: Registration Statement on Form S-4
Filing Party: GGP Inc.
Date Filed: May 2, 2018
Introduction
This Transaction Statement on Schedule
13E-3,
together with the exhibits thereto (this
Transaction Statement), is being filed with the Securities and Exchange Commission (the SEC) pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (together with the rules and regulations
promulgated thereunder, the Exchange Act), jointly by the following persons (each, a Filing Person and, collectively, the Filing Persons): (i) GGP Inc. (GGP or the Company), a Delaware
corporation and the issuer of the common stock, par value $0.01 per share (Common Stock), that is subject to the Rule
13e-3
transaction; (ii) Brookfield Property Partners L.P. (BPY
or Parent), an exempted limited partnership formed under the laws of Bermuda; (iii) Brookfield Asset Management Inc. (BAM), an Ontario corporation; (iv) Goldfinch Merger Sub Corp., a Delaware corporation and an
indirect, wholly owned subsidiary of Parent (Goldfinch); (v) Brookfield Retail Holdings VII LLC (BRH VII), a Delaware limited liability company, of which Brookfield Asset Management Private Institutional Capital Adviser US,
LLC (BAMPIC), is the sole managing member; (vi) Brookfield Retail Mall LLC (BRM), a Delaware limited liability company; (vii) BPY Retail I LLC (BPYRI), a Delaware limited liability company;
(viii) BPY Retail V LLC (BPYRV), a Delaware limited liability company and a subsidiary of Brookfield BPY Retail Holdings III LLC; (ix) Brookfield BPY Retail Holdings II Subco LLC (New GGP Subco), a Delaware limited
liability company and a subsidiary of Brookfield BFP Holdings LLC; (x) New Brookfield BPY Retail Holdings II LLC (NBBPY), a Delaware limited liability company; (xi) BW Purchaser, LLC (BWP), a Delaware limited
liability company; (xii) Brookfield Retail Holdings Warrants LLC (BRH Warrants), a Delaware limited liability company, of which BAMPIC is the sole managing member; (xiii) Brookfield Retail Holdings II Sub III LLC (BRH II
Sub), a Delaware limited liability company, of which BAMPIC, is the sole managing member; (xiv) New GGP Warrants LLC (New GGP), a Delaware limited liability company; and (xv) Brookfield Retail Holdings VII Sub 3 LLC
(BRH Sub 3), a Delaware limited liability company, of which BAMPIC is the sole managing member. BRH VII, BRM, BPYRI, BPYRV, New GGP Subco, NBBPY, BWP, BRH Warrants, BRH II Sub and New GGP are collectively referred to as the Voting
Parties.
On March 26, 2018, each of Parent and Goldfinch entered into an Agreement and Plan of Merger (the Merger
Agreement) with the Company, pursuant to which Goldfinch will merge with and into GGP (the Merger), with GGP surviving the Merger as an indirect subsidiary of BPY. A copy of the Merger Agreement is attached hereto as Exhibit
(d)(4).
The Merger Agreement provides for, among other things, the acquisition of the Company by Parent on the terms and subject to the
conditions set forth therein, through a series of transactions. Under the terms of the Merger Agreement, the Company will: (i) amend and restate its certificate of incorporation (the Charter Amendment) in order to, among other
things, authorize the issuance of a new series of class A stock, par value $0.01 per share (the Class A Stock), class B stock, par value $0.01 per share (the Class B Stock), and class C stock, par value $0.01 per
share (the Class C Stock), respectively; (ii) amend and restate its bylaws (the Bylaws Amendment); and (iii) cause the general partner of GGP Operating Partnership, LP, a Delaware limited partnership
(GGPOP), to amend and restate the agreement of limited partnership of GGPOP (the Partnership Agreement Amendment and Restatement).
Following the Charter Amendment, shares of Common Stock held by the Voting Parties will be exchanged for newly issued shares of Class B
Stock (the Brookfield Affiliate Exchange) on the terms and subject to the conditions set forth in a Class B Stock Exchange Agreement (the Class B Exchange Agreement), and at the effective time of the Brookfield
Affiliate Exchange, each share of Common Stock held by subsidiaries of the Company will also be exchanged for one (1) share of Class B Stock. A copy of the Class B Exchange Agreement is attached hereto as Exhibit (d)(6).
Following the Brookfield Affiliate Exchange and certain transactions, including recapitalization or financing transactions as Parent may
request between the date of the Merger Agreement and the closing of the transactions contemplated by the Merger Agreement (the
Pre-Closing
Transactions), the Company will declare a special dividend
(the
Pre-Closing
Dividend) payable to the remaining holders of Common Stock other than the Voting Parties, not including holders of restricted Common Stock but including certain holders of Company
options, as of the record date of the
pre-closing
dividend, consisting of either cash or Class A Stock, at the election of such holders of Common Stock (with holders of
in-the-money
Company options being deemed to have elected cash) and subject to proration. Holders of Common Stock other than the Voting Parties who elect to receive the
Pre-Closing
Dividend in the form of Class A stock will also have the option to exchange all, but not less than all, of the shares of Class A Stock that such holder receives or is entitled to receive
as the
Pre-Closing
Dividend for the limited partnership units of Parent (the Parent Unit Exchange).
Following the completion of the Charter Amendment, the Brookfield Affiliate Exchange, the
Pre-Closing
Transactions (if any) and the declaration of the
Pre-Closing
Dividend, Goldfinch will merge with and into the Company, with the Company
1
surviving the Merger as an indirect subsidiary of Parent. It is expected that following the consummation of the transactions contemplated by the Merger Agreement (the Transactions),
the surviving corporation will change its name to Brookfield Property REIT Inc.
Immediately following the effective time of the Merger,
Parent or an affiliate of Parent will exchange shares of Class A Stock distributed in the
Pre-Closing
Dividend and held by any holders of Common Stock other than the Voting Parties who had made an
election to receive Parent units for an equal number of Parent units in the Parent Unit Exchange. Each share of Class A Stock that Parent or its affiliate receives or is entitled to receive pursuant to the Parent Unit Exchange will
automatically convert into Class B Stock at a ratio equal to the per share fair market value of Class A Stock so exchanged divided by the per share liquidation amount of Class B Stock. All shares of Class A Stock that are issued
in the
Pre-Closing
Dividend will automatically be exchanged for Parent units in the Parent Unit Exchange in the event that: (i) an election to receive Parent units has been made with respect to 80% or
more of the shares of Class A Stock to be issued in the
Pre-Closing
Dividend (or such event is deemed to have occurred pursuant to the terms of the Merger Agreement), in which case, at Parents
election, all shares of Class A Stock that are issued in the
Pre-Closing
Dividend will be exchanged for Parent units in the Parent Unit Exchange or (ii) an election to receive Parent units has been
made with respect to 90% or more of the shares of Class A Stock to be issued in the
Pre-Closing
Dividend (or such event is deemed to have occurred pursuant to the terms of the Merger Agreement), in which
case, all shares of Class A Stock that are issued in the
Pre-Closing
Dividend will be exchanged for Parent units in the Parent Unit Exchange.
Each share of Common Stock that is issued and outstanding immediately prior to the effective time of the Merger (except for certain excluded
shares of Common Stock, including any shares owned by Parent, Goldfinch, if any, or the Company, including those shares of Common Stock exchanged in the Brookfield Affiliate Exchange, shares of Common Stock for which appraisal is properly demanded
and perfected and shares of restricted Common Stock) will be cancelled and extinguished and automatically converted into the right to receive cash from Parent, without interest thereon, in an amount equal to the quotient of: (i) $9,250,000,000 less
(a) the aggregate cash payment required to be made pursuant to the GGPOP partnership agreement to holders of common units of GGPOP as a result of the Transactions at any time following the Brookfield Affiliate Exchange through and including the
effective time of the Merger, (b) the aggregate cash payment required to be made pursuant to the GGPOP partnership agreement, to holders of the class of units designated under the GGPOP partnership agreement as LTIP units, as a
result of the Transactions at any time following the Brookfield Affiliate Exchange through and including the effective time of the Merger, (c) the aggregate cash consideration to be paid with respect to shares of restricted Common Stock as a
result of the Transactions through and including the effective time of the Merger,
and (d) the amount designated by Parent to the Company that constitutes the aggregate amount of cash that the Company will declare as the
Pre-Closing
Dividend, divided by (ii) the number of shares of Common Stock that are entitled to the
Pre-Closing
Dividend (which excludes shares of restricted Common Stock
but includes shares of Common Stock deemed issued in respect of
in-the-money
Company options) (the
Pre-Closing
Dividend
Share Number).
Each share of Goldfinch common stock (Goldfinch Common Stock) that is outstanding immediately prior to
the effective time of the Merger will be converted into a number of shares of Class C Stock equivalent to the
Pre-Closing
Dividend Share Number divided by the number of shares of Goldfinch Common Stock
outstanding immediately prior to the effective time of the Merger (rounded to the nearest whole share). Because all shares of Goldfinch Common Stock are indirectly held by Parent through an affiliate of Parent, all shares of Class C Stock will
be indirectly held by Parent immediately following the Transactions.
Concurrently with the filing of this Transaction Statement, Parent
is filing with the SEC its registration statement on Form
F-4,
which includes a prospectus of Parent, and the Company is filing with the SEC its registration statement on Form
S-4,
which includes a proxy statement of the Company relating to the special meeting of the Companys holders of Common Stock (the Special Meeting) and a prospectus of the Company (the
Joint Proxy Statement/Prospectus).
At the Special Meeting, holders of Common Stock will be asked to consider and vote on the
following matters: (i) a proposal to adopt the Merger Agreement (the Merger Proposal); (ii) a proposal to approve amending and restating the certificate of incorporation of the Company (the Charter Proposal); (iii)
a proposal to approve amending and restating the bylaws of the Company (the Bylaws Proposal); and (iv) a proposal to approve, by a
non-binding,
advisory vote, the compensation that may become
payable to the Companys named executive officers in connection with the Transactions and certain other related transaction agreements (the Compensation Proposal). Adoption of the Merger Proposal requires the affirmative vote of the
holders of a majority of the outstanding shares of Common Stock, and the affirmative vote of the holders of a majority of the outstanding Target Shares (as defined in that certain Standstill Agreement attached hereto as Exhibit (d)(1)). Adoption of
the Charter Proposal and the Bylaws Proposal each requires the affirmative vote of the holders of at least
66-2/3%
of the outstanding shares of Common Stock. Approval of the Compensation Proposal requires the
affirmative vote of the holders of
2
a majority of the shares of Common Stock present in person or represented by proxy at the Special Meeting and entitled to vote on such proposal. The approval of each of the Merger Proposal, the
Charter Proposal and the Bylaws Proposal is a condition to the obligations of Parent and the Company to complete the Transactions. The approval of the Compensation Proposal is not a condition to the obligations of Parent and the Company to complete
the Transactions.
The Voting Parties have entered into a Voting and Support Agreement with the Company, pursuant to which they agreed to
vote their shares of Common Stock in favor of the Merger Proposal, the Charter Proposal and the Bylaws Proposal. A copy of the Voting and Support Agreement is attached hereto as Exhibit (d)(5).
It is also a condition to the consummation of the Charter Amendment that, to the extent required by the Toronto Stock Exchange (the
TSX), the consent of the holders of a majority of the Parent units for the issuance of Parent units in the Parent Unit Exchange be obtained. On April 23, 2018, Parent received a determination in writing from the TSX that the Parent
unitholder consent may be obtained by an action by written consent and, accordingly, no special meeting of Parent unitholders will be required.
The cross-references below are being supplied pursuant to General Instruction G to Schedule
13E-3
and
show the location in the Joint Proxy Statement/Prospectus of the information required to be included in response to the items of Schedule
13E-3.
Pursuant to General Instruction F to Schedule
13E-3,
the information contained in the Joint Proxy Statement/Prospectus, including all annexes, exhibits and appendices thereto, is incorporated by reference herein in its entirety, and the responses to each item
in this Transaction Statement are qualified in their entirety by the information contained in the Joint Proxy Statement/Prospectus. As of the date hereof, the Joint Proxy Statement/Prospectus is in preliminary form and is subject to completion or
amendment. All information contained in this Transaction Statement concerning any of the Filing Persons has been provided by such Filing Person, and no Filing Person has produced any disclosure with respect to any other Filing Person.
Goldman Sachs & Co. LLC has consented to the inclusion of its materials filed as Exhibits under Item 16 of this Transaction
Statement.
While each of the Filing Persons acknowledges that the Merger is a going private transaction for purposes of Rule
13e-3
under the Exchange Act, the filing of this Transaction Statement shall not be construed as an admission by any Filing Person, or by any affiliate of a Filing Person, that the Company is controlled
by any other Filing Person.
Under the SEC rules governing going private transactions, each of the Filing Persons may be
deemed to be an affiliate of the Company and engaged in a going private transaction for purposes of Rule
13e-3
under the Exchange Act. This filing is being made only in response to the SECs
suggestion that certain of the Filing Persons may be affiliates within the meaning of Rule
13e-3.
The fact of this filing is not intended to and does not express the view of any Filing Person as to
its legal relationships or its engagement in the Transactions.
Item 1. Summary Term Sheet
The information set forth in the Joint Proxy Statement/Prospectus under the following captions is incorporated herein by reference:
QUESTIONS AND ANSWERS
SUMMARY
Item 2. Subject Company Information
(a)
Name and Address
. The Companys name and the address and telephone number of its principal executive offices are as follows:
GGP Inc.
350 N. Orleans St., Suite 300
Chicago, IL 60654-1607
Tel.: (312)
960-5000
(b)
Securities
. The information set forth in the Joint Proxy Statement/Prospectus under the
following captions is incorporated herein by reference:
3
SUMMARYStock Ownership and Voting of Directors and Executive Officers of GGP
THE SPECIAL MEETINGRecord Date; Who Can Vote at the Special Meeting
CERTAIN BENEFICIAL OWNERSHIP OF GGP COMMON STOCK
(c)
Trading Market and Price
. The information set forth in the Joint Proxy Statement/Prospectus under the following caption is incorporated herein
by reference:
COMPARATIVE GGP AND BPY MARKET PRICE AND DIVIDEND/DISTRIBUTION INFORMATION
(d)
Dividends
. The information set forth in the Joint Proxy Statement/Prospectus under the following captions is incorporated herein by reference:
COMPARATIVE GGP AND BPY MARKET PRICE AND DIVIDEND/DISTRIBUTION INFORMATION
UNAUDITED COMPARATIVE PER UNIT AND PER SHARE DATA
(e)
Prior Public Offerings
. The information set forth in the Joint Proxy Statement/Prospectus under the following caption is incorporated herein
by reference:
CERTAIN INFORMATION CONCERNING GGP
(f)
Prior Stock Purchases
. The information set forth in the Joint Proxy Statement/Prospectus under the following captions is incorporated herein
by reference:
PAST TRANSACTIONS INVOLVING GGP COMMON STOCK
SPECIAL FACTORSPositions of the Parent Parties and the Brookfield Filing Persons as to the Fairness of the Transactions
Item 3. Identity and Background of Filing Person
(a)
Name and Address
. GGP Inc. is the subject company. The information set forth in the Joint Proxy Statement/Prospectus under the following
captions is incorporated herein by reference:
CERTAIN INFORMATION CONCERNING GGP
CERTAIN INFORMATION CONCERNING THE PARENT PARTIES AND THE BROOKFIELD FILING PERSONS
WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE
(b)
Business and Background of Entities
. The information set forth in the Joint Proxy Statement/Prospectus under the following captions is
incorporated herein by reference:
CERTAIN INFORMATION CONCERNING GGP
CERTAIN INFORMATION CONCERNING THE PARENT PARTIES AND THE BROOKFIELD FILING PERSONS
WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE
(c)
Business and Background of Natural Persons
. The information set forth in the Joint Proxy Statement/Prospectus under the following captions is
incorporated herein by reference:
CERTAIN INFORMATION CONCERNING GGP
CERTAIN INFORMATION CONCERNING THE PARENT PARTIES AND THE BROOKFIELD FILING PERSONS
WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE
Item 4. Terms of the Transaction
(a)
Material Terms
. The information set forth in the Joint Proxy Statement/Prospectus under the following captions is incorporated herein by
reference:
QUESTIONS AND ANSWERS
SUMMARY
4
SPECIAL FACTORSGeneral
SPECIAL FACTORSBackground of the Transactions
SPECIAL FACTORSReasons for the Transactions and Recommendation of the Special Committee and the GGP Board
SPECIAL FACTORSOpinion of Goldman Sachs & Co. LLC
SPECIAL FACTORSCertain GGP Forecasts
SPECIAL FACTORSCertain BPY Forecasts
SPECIAL FACTORSPurpose and Reasons of the Parent Parties and the Brookfield Filing Persons for the Transactions
SPECIAL FACTORSPositions of the Parent Parties and the Brookfield Filing Persons as to the Fairness of the Transactions
SPECIAL FACTORSPlans for BPR After the Transactions
SPECIAL FACTORSCertain Effects of the Merger and Transactions
SPECIAL FACTORSFinancing Arrangements
SPECIAL FACTORSGovernance of BPR Following the Transactions
SPECIAL FACTORSInterests of GGPs Directors and Executive Officers in the Transactions
SPECIAL FACTORSCertain Related Party Agreements between GGP and the Brookfield Filing Persons
SPECIAL FACTORSRegulatory Approval
SPECIAL FACTORSAccounting Treatment of the Transactions
SPECIAL FACTORSListing of Class A Stock
SPECIAL FACTORSListing of New Series A Preferred Stock
SPECIAL FACTORSListing of Newly Issued BPY Units
SPECIAL FACTORSDelisting and Deregistration of GGP Common Stock and GGPs
Pre-Existing
Series A
Preferred Stock
SPECIAL FACTORSRestrictions on Sales of Shares of Class A Stock Received in Connection with the Transactions
SPECIAL FACTORSRestrictions on Sales of BPY Units Received in Connection with the Transactions
PARTIES TO THE MERGER AGREEMENT
THE SPECIAL
MEETINGVote Required for Approval; Effect of Failure to Vote, Broker
Non-Votes
and Abstention
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS AND CONSEQUENCES
THE MERGER AGREEMENTStructure and Timing of the Transactions
THE MERGER AGREEMENTTreatment of GGP Equity Awards
THE MERGER AGREEMENTThe Closing of the Charter Amendment, the Bylaws Amendment, the Partnership Agreement Amendment and Restatement and the
Merger
THE MERGER AGREEMENTExchange of Shares and the Escrow Arrangement
THE MERGER AGREEMENTConditions to Consummation of the Charter Amendment, the Bylaws Amendment, the Partnership Agreement Amendment and Restatement
and the Merger
THE MERGER AGREEMENTCovenants and Agreements
OTHER TRANSACTION AGREEMENTS
DESCRIPTION OF
CLASS A STOCK
DESCRIPTION OF CLASS B STOCK
DESCRIPTION OF CLASS C STOCK
COMPARISON OF
RIGHTS OF HOLDERS OF GGP SERIES A PREFERRED STOCK AND NEW SERIES A PREFERRED STOCK
DESCRIPTION OF NEW SERIES A PREFERRED STOCK
DESCRIPTION OF BPY UNITS
COMPARISON OF RIGHTS
OF HOLDERS OF GGP COMMON STOCK, CLASS A STOCK AND BPY UNITS
(c)
Different Terms
. The information set forth in the Joint Proxy
Statement/Prospectus under the following captions is incorporated herein by reference:
QUESTIONS AND ANSWERS
SUMMARY
SPECIAL FACTORSPurpose and
Reasons of the Parent Parties and the Brookfield Filing Persons for the Transactions
SPECIAL FACTORSPositions of the Parent Parties and
the Brookfield Filing Persons as to the Fairness of the Transactions
SPECIAL FACTORSPlans for BPR After the Transactions
SPECIAL FACTORSCertain Effects of the Merger and Transactions
SPECIAL FACTORSGovernance of BPR Following the Transactions
SPECIAL FACTORSInterests of GGPs Directors and Executive Officers in the Transactions
SPECIAL FACTORSRestrictions on Sales of Shares of Class A Stock Received in Connection with the Transactions
5
SPECIAL FACTORSRestrictions on Sales of BPY Units Received in Connection with the Transactions
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS AND CONSEQUENCES
THE MERGER AGREEMENTTreatment of GGP Equity Awards
THE MERGER AGREEMENTExchange of Shares and the Escrow Arrangement
DESCRIPTION OF CLASS A STOCK
DESCRIPTION OF
CLASS B STOCK
DESCRIPTION OF CLASS C STOCK
COMPARISON OF RIGHTS OF HOLDERS OF GGP SERIES A PREFERRED STOCK AND NEW SERIES A PREFERRED STOCK
DESCRIPTION OF NEW SERIES A PREFERRED STOCK
DESCRIPTION OF BPY UNITS
COMPARISON OF RIGHTS
OF HOLDERS OF GGP COMMON STOCK, CLASS A STOCK AND BPY UNITS
(d)
Appraisal Rights
. The information set forth in the Joint Proxy
Statement/Prospectus under the following captions is incorporated herein by reference:
QUESTIONS AND ANSWERS
SUMMARY
APPRAISAL RIGHTS IN THE MERGER
ANNEX JDelaware General Corporation Law § 262 Appraisal Rights
(e)
Provisions for Unaffiliated Security Holders
. The information set forth in the Joint Proxy Statement/Prospectus under the following captions
is incorporated herein by reference:
QUESTIONS AND ANSWERS
SUMMARY
SPECIAL FACTORSPositions of the
Parent Parties and the Brookfield Filing Persons as to the Fairness of the Transactions
APPRAISAL RIGHTS IN THE MERGER
WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE
ANNEX JDelaware General Corporation Law § 262 Appraisal Rights
(f)
Eligibility for Listing or Trading
. The information set forth in the Joint Proxy Statement/Prospectus under the following captions is
incorporated herein by reference:
SUMMARY
SPECIAL FACTORSPlans for BPR After the Transactions
SPECIAL FACTORSCertain Effects of the Merger and Transactions
SPECIAL FACTORSListing of Class A Stock
SPECIAL FACTORSListing of New Series A Preferred Stock
SPECIAL FACTORSListing of Newly Issued BPY Units
SPECIAL FACTORSDelisting and Deregistration of GGP Common Stock and GGPs
Pre-Existing
Series A
Preferred Stock
DESCRIPTION OF CLASS A STOCK
DESCRIPTION OF CLASS B STOCK
DESCRIPTION OF
CLASS C STOCK
DESCRIPTION OF NEW SERIES A PREFERRED STOCK
DESCRIPTION OF BPY UNITS
Item 5. Past
Contacts, Transactions, Negotiations and Agreements
(a)
Transactions
. The information set forth in the Joint Proxy Statement/Prospectus
under the following captions is incorporated herein by reference:
SUMMARY
SPECIAL FACTORSBackground of the Transactions
SPECIAL FACTORS Purpose and Reasons of the Parent Parties and the Brookfield Filing Persons for the Transactions
SPECIAL FACTORSFinancing Arrangements
6
SPECIAL FACTORSCertain Related Party Agreements between GGP and the Brookfield Filing Persons
THE MERGER AGREEMENT
OTHER TRANSACTION
AGREEMENTS
PAST TRANSACTIONS INVOLVING GGP COMMON STOCK
ANNEX AAgreement and Plan of Merger
ANNEX EVoting
Agreement
ANNEX FClass B Exchange Agreement
ANNEX GBPY Unitholder Consent Letter Agreement
ANNEX
HManagement Fee Letter Agreement
(b)(c)
Significant Corporate Events; Negotiations or Contacts
. The information set forth in the Joint
Proxy Statement/Prospectus under the following captions is incorporated herein by reference:
SUMMARY
SPECIAL FACTORSBackground of the Transactions
SPECIAL FACTORSReasons for the Transactions and Recommendation of the Special Committee and the GGP Board
SPECIAL FACTORSOpinion of Goldman Sachs & Co. LLC
SPECIAL FACTORSPurpose and Reasons of the Parent Parties and the Brookfield Filing Persons for the Transactions
SPECIAL FACTORSPositions of the Parent Parties and the Brookfield Filing Persons as to the Fairness of the Transactions
SPECIAL FACTORSFinancing Arrangements
SPECIAL FACTORSInterests of GGPs Directors and Executive Officers in the Transactions
SPECIAL FACTORSCertain Related Party Agreements between GGP and the Brookfield Filing Persons
THE MERGER AGREEMENT
OTHER TRANSACTION
AGREEMENTS
PAST TRANSACTIONS INVOLVING GGP COMMON STOCK
ANNEX AAgreement and Plan of Merger
ANNEX EVoting
Agreement
ANNEX FClass B Exchange Agreement
ANNEX GBPY Unitholder Consent Letter Agreement
ANNEX
HManagement Fee Letter Agreement
(e)
Agreements Involving the Subject Companys Securities
. The information set forth in the Joint
Proxy Statement/Prospectus under the following captions is incorporated herein by reference:
QUESTIONS AND ANSWERS
SUMMARY
SPECIAL FACTORSBackground of the Transactions
SPECIAL FACTORSPurpose and Reasons of the Parent Parties and the Brookfield Filing Persons for the Transactions
SPECIAL FACTORSCertain Effects of the Merger and Transactions
SPECIAL FACTORSFinancing Arrangements
SPECIAL FACTORSInterests of GGPs Directors and Executive Officers in the Transactions
SPECIAL FACTORSCertain Related Party Agreements between GGP and the Brookfield Filing Persons
SPECIAL FACTORSListing of Class A Stock
SPECIAL FACTORSListing of New Series A Preferred Stock
SPECIAL FACTORSDelisting and Deregistration of GGP Common Stock and GGPs
Pre-Existing
Series A
Preferred Stock
SPECIAL FACTORSRestrictions on Sales of Shares of Class A Stock Received in Connection with the Transactions
THE SPECIAL MEETINGRecord Date; Who Can Vote at the Special Meeting
THE MERGER AGREEMENT
OTHER TRANSACTION
AGREEMENTS
PAST TRANSACTIONS INVOLVING GGP COMMON STOCK
ANNEX AAgreement and Plan of Merger
ANNEX EVoting
Agreement
ANNEX FClass B Exchange Agreement
ANNEX GBPY Unitholder Consent Letter Agreement
ANNEX
HManagement Fee Letter Agreement
7
Item 6. Purposes of the Transaction, and Plans or Proposals
(b)
Use of Securities Acquired
. The information set forth in the Joint Proxy Statement/Prospectus under the following captions is incorporated herein
by reference:
SUMMARY
SPECIAL
FACTORSReasons for the Transactions and Recommendation of the Special Committee and the GGP Board
SPECIAL FACTORSOpinion of
Goldman Sachs & Co. LLC
SPECIAL FACTORSPurpose and Reasons of the Parent Parties and the Brookfield Filing Persons for the
Transactions
SPECIAL FACTORSPlans for BPR After the Transactions
SPECIAL FACTORSCertain Effects of the Merger and Transactions
SPECIAL FACTORSInterests of GGPs Directors and Executive Officers in the Transactions
SPECIAL FACTORSListing of Class A Stock
SPECIAL FACTORSListing of New Series A Preferred Stock
SPECIAL FACTORSListing of Newly Issued BPY Units
SPECIAL FACTORSDelisting and Deregistration of GGP Common Stock and GGPs
Pre-Existing
Series A
Preferred Stock
SPECIAL FACTORSRestrictions on Sales of Shares of Class A Stock Received in Connection with the Transactions
SPECIAL FACTORSRestrictions on Sales of BPY Units Received in Connection with the Transactions
THE MERGER AGREEMENTTreatment of GGP Equity Awards
THE MERGER AGREEMENTThe Closing of the Charter Amendment, the Bylaws Amendment, the Partnership Agreement Amendment and Restatement and the
Merger
THE MERGER AGREEMENTExchange of Shares and the Escrow Arrangement
OTHER TRANSACTION AGREEMENTS
DESCRIPTION OF
CLASS A STOCK
DESCRIPTION OF CLASS B STOCK
DESCRIPTION OF CLASS C STOCK
DESCRIPTION OF
NEW SERIES A PREFERRED STOCK
DESCRIPTION OF BPY UNITS
ANNEX AAgreement and Plan of Merger
ANNEX EVoting
Agreement
ANNEX FClass B Exchange Agreement
ANNEX GBPY Unitholder Consent Letter Agreement
ANNEX
HManagement Fee Letter Agreement
(c)(1)(8)
Plans
. The information set forth in the Joint Proxy Statement/Prospectus under the
following captions is incorporated herein by reference:
SUMMARY
SPECIAL FACTORSBackground of the Transactions
SPECIAL FACTORSReasons for the Transactions and Recommendation of the Special Committee and the GGP Board
SPECIAL FACTORSOpinion of Goldman Sachs & Co. LLC
SPECIAL FACTORS Purpose and Reasons of the Parent Parties and the Brookfield Filing Persons for the Transactions
SPECIAL FACTORSPositions of the Parent Parties and the Brookfield Filing Persons as to the Fairness of the Transactions
SPECIAL FACTORSPlans for BPR After the Transactions
SPECIAL FACTORSCertain Effects of the Merger and Transactions
SPECIAL FACTORSFinancing Arrangements
SPECIAL FACTORSGovernance of BPR Following the Transactions
SPECIAL FACTORSInterests of GGPs Directors and Executive Officers in the Transactions
SPECIAL FACTORSCertain Related Party Agreements between GGP and the Brookfield Filing Persons
SPECIAL FACTORSListing of Class A Stock
SPECIAL FACTORSListing of New Series A Preferred Stock
SPECIAL FACTORSListing of Newly Issued BPY Units
SPECIAL FACTORSDelisting and Deregistration of GGP Common Stock and GGPs
Pre-Existing
Series A
Preferred Stock
SPECIAL FACTORSRestrictions on Sales of Shares of Class A Stock Received in Connection with the Transactions
SPECIAL FACTORSRestrictions on Sales of BPY Units Received in Connection with the Transactions
8
THE MERGER AGREEMENTTreatment of GGP Equity Awards
THE MERGER AGREEMENTCovenants and
AgreementsPre-Closing
Transactions
OTHER TRANSACTION AGREEMENTS
ANNEX AAgreement
and Plan of Merger
ANNEX EVoting Agreement
ANNEX
FClass B Exchange Agreement
ANNEX GBPY Unitholder Consent Letter Agreement
ANNEX HManagement Fee Letter Agreement
Item 7.
Purposes, Alternatives, Reasons and Effects
(a)
Purposes
. The information set forth in the Joint Proxy Statement/Prospectus under the
following captions is incorporated herein by reference:
SUMMARY
SPECIAL FACTORSBackground of the Transactions
SPECIAL FACTORSReasons for the Transactions and Recommendation of the Special Committee and the GGP Board
SPECIAL FACTORSOpinion of Goldman Sachs & Co. LLC
SPECIAL FACTORS Purpose and Reasons of the Parent Parties and the Brookfield Filing Persons for the Transactions
SPECIAL FACTORS Positions of the Parent Parties and the Brookfield Filing Persons as to the Fairness of the Transactions
SPECIAL FACTORSPlans for BPR After the Transactions
SPECIAL FACTORSCertain Effects of the Merger and Transactions
SPECIAL FACTORSFinancing Arrangements
SPECIAL FACTORSGovernance of BPR Following the Transactions
SPECIAL FACTORSInterests of GGPs Directors and Executive Officers in the Transactions
SPECIAL FACTORSCertain Related Party Agreements between GGP and the Brookfield Filing Persons
SPECIAL FACTORSListing of Class A Stock
SPECIAL FACTORSListing of New Series A Preferred Stock
SPECIAL FACTORSListing of Newly Issued BPY Units
SPECIAL FACTORSDelisting and Deregistration of GGP Common Stock and GGPs
Pre-Existing
Series A
Preferred Stock
SPECIAL FACTORSRestrictions on Sales of Shares of Class A Stock Received in Connection with the Transactions
SPECIAL FACTORSRestrictions on Sales of BPY Units Received in Connection with the Transactions
THE MERGER AGREEMENTTreatment of GGP Equity Awards
THE MERGER AGREEMENTCovenants and
AgreementsPre-Closing
Transactions
OTHER TRANSACTION AGREEMENTS
ANNEX AAgreement
and Plan of Merger
ANNEX EVoting Agreement
ANNEX
FClass B Exchange Agreement
ANNEX GBPY Unitholder Consent Letter Agreement
ANNEX HManagement Fee Letter Agreement
(b)
Alternatives
. The information set forth in the Joint Proxy Statement/Prospectus under the following captions is incorporated herein by
reference:
SPECIAL FACTORSBackground of the Transactions
SPECIAL FACTORSReasons for the Transactions and Recommendation of the Special Committee and the GGP Board
SPECIAL FACTORSOpinion of Goldman Sachs & Co. LLC
(c)
Reasons
. The information set forth in the Joint Proxy Statement/Prospectus under the following captions is incorporated herein by reference:
SUMMARY
SPECIAL FACTORSBackground
of the Transactions
SPECIAL FACTORSReasons for the Transactions and Recommendation of the Special Committee and the GGP Board
SPECIAL FACTORSOpinion of Goldman Sachs & Co. LLC
SPECIAL FACTORS Purpose and Reasons of the Parent Parties and the Brookfield Filing Persons for the Transactions
9
SPECIAL FACTORSPositions of the Parent Parties and the Brookfield Filing Persons as to the Fairness
of the Transactions
SPECIAL FACTORSCertain Effects of the Merger and Transactions
SPECIAL FACTORSListing of Class A Stock
SPECIAL FACTORSListing of New Series A Preferred Stock
SPECIAL FACTORSListing of Newly Issued BPY Units
SPECIAL FACTORSDelisting and Deregistration of GGP Common Stock and GGPs
Pre-Existing
Series A
Preferred Stock
(d)
Effects
. The information set forth in the Joint Proxy Statement/Prospectus under the following captions is
incorporated herein by reference:
SUMMARY
SPECIAL FACTORSBackground of the Transactions
SPECIAL FACTORSReasons for the Transactions and Recommendation of the Special Committee and the GGP Board
SPECIAL FACTORSOpinion of Goldman Sachs & Co. LLC
SPECIAL FACTORS Purpose and Reasons of the Parent Parties and the Brookfield Filing Persons for the Transactions
SPECIAL FACTORSPositions of the Parent Parties and the Brookfield Filing Persons as to the Fairness of the Transactions
SPECIAL FACTORSPlans for BPR After the Transactions
SPECIAL FACTORSCertain Effects of the Merger and Transactions
SPECIAL FACTORSFinancing Arrangements
SPECIAL FACTORSGovernance of BPR Following the Transactions
SPECIAL FACTORSInterests of GGPs Directors and Executive Officers in the Transactions
SPECIAL FACTORSCertain Related Party Agreements between GGP and the Brookfield Filing Persons
SPECIAL FACTORSListing of Class A Stock
SPECIAL FACTORSListing of New Series A Preferred Stock
SPECIAL FACTORSListing of Newly Issued BPY Units
SPECIAL FACTORSDelisting and Deregistration of GGP Common Stock and GGPs
Pre-Existing
Series A
Preferred Stock
SPECIAL FACTORSRestrictions on Sales of Shares of Class A Stock Received in Connection with the Transactions
SPECIAL FACTORSRestrictions on Sales of BPY Units Received in Connection with the Transactions
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS AND CONSEQUENCES
THE MERGER AGREEMENTStructure and Timing of the Transactions
THE MERGER AGREEMENTTreatment of GGP Equity Awards
THE MERGER AGREEMENTExchange of Shares and the Escrow Arrangement
THE MERGER AGREEMENTCovenants and
AgreementsPre-Closing
Transactions
OTHER TRANSACTION AGREEMENTS
APPRAISAL RIGHTS
IN THE MERGER
ANNEX AAgreement and Plan of Merger
ANNEX EVoting Agreement
ANNEX FClass B Exchange
Agreement
ANNEX GBPY Unitholder Consent Letter Agreement
ANNEX HManagement Fee Letter Agreement
ANNEX
JDelaware General Corporation Law § 262 Appraisal Rights
Item 8. Fairness of the Transaction
(a)(b)
Fairness; Factors Considered in Determining Fairness
. The information set forth in the Joint Proxy Statement/Prospectus under the
following captions is incorporated herein by reference:
SUMMARY
SPECIAL FACTORSBackground of the Transactions
SPECIAL FACTORSReasons for the Transactions and Recommendation of the Special Committee and the GGP Board
SPECIAL FACTORSOpinion of Goldman Sachs & Co. LLC
SPECIAL FACTORSPurpose and Reasons of the Parent Parties and the Brookfield Filing Persons for the Transactions
SPECIAL FACTORSPositions of the Parent Parties and the Brookfield Filing Persons as to the Fairness of the Transactions
10
SPECIAL FACTORSCertain Effects of the Merger and Transactions
SPECIAL FACTORSGovernance of BPR Following the Transactions
SPECIAL FACTORSInterests of GGPs Directors and Executive Officers in the Transactions
SPECIAL FACTORSCertain Related Party Agreements between GGP and the Brookfield Filing Persons
SPECIAL FACTORSAccounting Treatment of the Transactions
SPECIAL FACTORSListing of Class A Stock
SPECIAL FACTORSListing of New Series A Preferred Stock
SPECIAL FACTORSListing of Newly Issued BPY Units
SPECIAL FACTORSDelisting and Deregistration of GGP Common Stock and GGPs
Pre-Existing
Series A
Preferred Stock
SPECIAL FACTORSRestrictions on Sales of Shares of Class A Stock Received in Connection with the Transactions
SPECIAL FACTORSRestrictions on Sales of BPY Units Received in Connection with the Transactions
COMPARISON OF RIGHTS OF HOLDERS OF GGP COMMON STOCK, CLASS A STOCK AND BPY UNITS
APPRAISAL RIGHTS IN THE MERGER
ANNEX DOpinion
of Goldman Sachs & Co. LLC
The discussion materials dated November 15, 2017 (two presentations), November 17, 2017, November 27,
2017, December 4, 2017, December 14, 2017, February 24, 2018, March 23, 2018 and March 26, 2018, each prepared by Goldman Sachs & Co. LLC for the Special Committee of the Board of Directors of the Company, are
attached hereto as Exhibits (c)(2) through (c)(10), respectively, and are incorporated by reference herein.
(c)
Approval of Security Holders
.
The information set forth in the Joint Proxy Statement/Prospectus under the following captions is incorporated herein by reference:
QUESTIONS AND
ANSWERS
SUMMARY
SPECIAL
FACTORSReasons for the Transactions and Recommendation of the Special Committee and the GGP Board
SPECIAL FACTORSPurpose and
Reasons of the Parent Parties and the Brookfield Filing Persons for the Transactions
SPECIAL FACTORSPositions of the Parent Parties and
the Brookfield Filing Persons as to the Fairness of the Transactions
THE SPECIAL MEETINGRecord Date; Who Can Vote at the Special
Meeting
THE SPECIAL MEETINGVote Required for Approval; Effect of Failure to Vote, Broker
Non-Votes
and Abstention
THE MERGER AGREEMENTConditions to Consummation of the Charter
Amendment, the Bylaws Amendment, the Partnership Agreement Amendment and Restatement and the Merger
ANNEX AAgreement and Plan of Merger
(d)
Unaffiliated Representative
. The information set forth in the Joint Proxy Statement/Prospectus under the following captions is incorporated
herein by reference:
SPECIAL FACTORSBackground of the Transactions
SPECIAL FACTORSReasons for the Transactions and Recommendation of the Special Committee and the GGP Board
SPECIAL FACTORSOpinion of Goldman Sachs & Co. LLC
SPECIAL FACTORSPurpose and Reasons of the Parent Parties and the Brookfield Filing Persons for the Transactions
SPECIAL FACTORSPositions of the Parent Parties and the Brookfield Filing Persons as to the Fairness of the Transactions
(e)
Approval of Directors
. The information set forth in the Joint Proxy Statement/Prospectus under the following captions is incorporated herein
by reference:
QUESTIONS AND ANSWERS
SUMMARY
SPECIAL FACTORSBackground of the
Transactions
SPECIAL FACTORSReasons for the Transactions and Recommendation of the Special Committee and the GGP Board
SPECIAL FACTORSOpinion of Goldman Sachs & Co. LLC
SPECIAL FACTORSPurpose and Reasons of the Parent Parties and the Brookfield Filing Persons for the Transactions
SPECIAL FACTORSPositions of the Parent Parties and the Brookfield Filing Persons as to the Fairness of the Transactions
SPECIAL FACTORSInterests of GGPs Directors and Executive Officers in the Transactions
THE SPECIAL MEETINGRecommendation of the Special Committee and the GGP Board
11
(f)
Other Offers
. Not applicable.
Item 9. Reports, Opinions, Appraisals and Negotiations
(a)(c)
Report, Opinion or Appraisal; Preparer and Summary of the Report, Opinion or Appraisal; Availability of Documents
. The information set
forth in the Joint Proxy Statement/Prospectus under the following captions is incorporated herein by reference:
SUMMARY
SPECIAL FACTORSBackground of
the Transactions
SPECIAL FACTORSReasons for the Transactions and Recommendation of the Special Committee and the GGP Board
SPECIAL FACTORSOpinion of Goldman Sachs & Co. LLC
SPECIAL FACTORSPurpose and Reasons of the Parent Parties and the Brookfield Filing Persons for the Transactions
SPECIAL FACTORSPositions of the Parent Parties and the Brookfield Filing Persons as to the Fairness of the Transactions
SPECIAL FACTORSAccounting Treatment of the Transactions
WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE
ANNEX DOpinion of Goldman Sachs & Co. LLC
The
discussion materials dated November 15, 2017 (two presentations), November 17, 2017, November 27, 2017, December 4, 2017, December 14, 2017, February 24, 2018, March 23, 2018 and March 26, 2018, each prepared
by Goldman Sachs & Co. LLC for the Special Committee of the Board of Directors of the Company, are attached hereto as Exhibits (c)(2) through (c)(10), respectively, and are incorporated by reference herein.
The reports, opinions or appraisals referenced in this Item 9 will be made available for inspection and copying at the principal executive offices of the
Company during its regular business hours by any interested holder of Common Stock or any representative who has been so designated in writing.
Item 10. Source and Amounts of Funds or Other Consideration
(a)(b), (d)
Source of Funds; Conditions; Borrowed Funds
. The information set forth in the Joint Proxy Statement/Prospectus under the following
captions is incorporated herein by reference:
SUMMARY
SPECIAL FACTORSBackground of the Transactions
SPECIAL FACTORSReasons for the Transactions and Recommendation of the Special Committee and the GGP Board
SPECIAL FACTORSOpinion of Goldman Sachs & Co. LLC
SPECIAL FACTORS Purpose and Reasons of the Parent Parties and the Brookfield Filing Persons for the Transactions
SPECIAL FACTORSFinancing Arrangements
THE MERGER AGREEMENTStructure and Timing of the TransactionsThe
Pre-Closing
Transactions
That certain Commitment Letter, dated March 26, 2018, by and among Wells Fargo Bank, National Association, Wells Fargo Securities, LLC, Deutsche Bank AG
New York Branch, Deutsche Bank Securities Inc., Deutsche Bank AG Cayman Islands Branch, Morgan Stanley Senior Funding, Inc., Royal Bank of Canada, RBC Capital Markets, LLC and Brookfield Retail Holdings VII Sub 3 LLC, is attached hereto as Exhibit
(b)(1).
(c)
Expenses
. The information set forth in the Joint Proxy Statement/Prospectus under the following captions is incorporated herein by
reference:
QUESTIONS AND ANSWERS
SUMMARY
SPECIAL FACTORSReasons for the
Transactions and Recommendation of the Special Committee and the GGP Board
SPECIAL FACTORSCertain Effects of the Merger and
Transactions
THE MERGER AGREEMENTTermination
THE MERGER AGREEMENTFees and Expenses
Item 11. Interest in Securities of the Subject Company
12
(a)
Securities Ownership
. The information set forth in the Joint Proxy Statement/Prospectus under the
following captions is incorporated herein by reference:
SUMMARY
SPECIAL FACTORSReasons for the Transactions and Recommendation of the Special Committee and the GGP Board
SPECIAL FACTORSPurpose and Reasons of the Parent Parties and the Brookfield Filing Persons for the Transactions
SPECIAL FACTORSPositions of the Parent Parties and the Brookfield Filing Persons as to the Fairness of the Transactions
SPECIAL FACTORSCertain Effects of the Merger and Transactions
SPECIAL FACTORSInterests of GGPs Directors and Executive Officers in the Transactions
SPECIAL FACTORSListing of Class A Stock
SPECIAL FACTORSListing of New Series A Preferred Stock
SPECIAL FACTORSListing of Newly Issued BPY Units
SPECIAL FACTORSDelisting and Deregistration of GGP Common Stock and GGPs
Pre-Existing
Series A
Preferred Stock
SPECIAL FACTORSRestrictions on Sales of Shares of Class A Stock Received in Connection with the Transactions
SPECIAL FACTORSRestrictions on Sales of BPY Units Received in Connection with the Transactions
CERTAIN BENEFICAL OWNERSHIP OF GGP COMMON STOCKOwnership of Equity Securities of GGP by Directors and Executive Officers
CERTAIN BENEFICAL OWNERSHIP OF GGP COMMON STOCKOwnership of Equity Securities of GGP by 5% Stockholders
(b)
Securities Transactions
. The information set forth in the Joint Proxy Statement/Prospectus under the following captions is incorporated herein
by reference:
SPECIAL FACTORSPositions of the Parent Parties and the Brookfield Filing
Persons as to the Fairness of the Transactions
PAST TRANSACTIONS INVOLVING GGP COMMON STOCK
Item 12. The Solicitation or Recommendation
(d)
Intent to Tender or Vote in a Going-Private Transaction
. The information set forth in the Joint Proxy Statement/Prospectus under the following
captions is incorporated herein by reference:
QUESTIONS AND ANSWERS
SUMMARY
SPECIAL FACTORSReasons for the
Transactions and Recommendation of the Special Committee and the GGP Board
SPECIAL FACTORSOpinion of Goldman Sachs & Co.
LLC
SPECIAL FACTORSPurpose and Reasons of the Parent Parties and the Brookfield Filing Persons for the Transactions
SPECIAL FACTORS Positions of the Parent Parties and the Brookfield Filing Persons as to the Fairness of the Transactions
THE SPECIAL MEETINGRecommendation of the Special Committee and the GGP Board
ANNEX EVoting Agreement
(e)
Recommendations of
Others
. The information set forth in the Joint Proxy Statement/Prospectus under the following captions is incorporated herein by reference:
SUMMARY
SPECIAL FACTORSReasons for the
Transactions and Recommendation of the Special Committee and the GGP Board
SPECIAL FACTORSOpinion of Goldman Sachs & Co.
LLC
SPECIAL FACTORS Purpose and Reasons of the Parent Parties and the Brookfield Filing Persons for the Transactions
SPECIAL FACTORSPositions of the Parent Parties and the Brookfield Filing Persons as to the Fairness of the Transactions
Item 13. Financial Statements
(a)
Financial Information
. The information set forth in the Joint Proxy Statement/Prospectus under the following captions is incorporated herein
by reference:
13
SELECTED HISTORICAL FINANCIAL INFORMATION OF GGP
SELECTED HISTORICAL FINANCIAL INFORMATION OF BPY
UNAUDITED COMPARATIVE PER UNIT AND PER SHARE DATA
COMPARATIVE GGP AND BPY MARKET PRICE AND DIVIDEND/DISTRIBUTION INFORMATION
RATIO OF CONSOLIDATED EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED STOCK DISTRIBUTIONS
SPECIAL FACTORSCertain Effects of the Merger and Transactions
WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE
(b)
Pro Forma Information
. The information set forth in the Joint Proxy Statement/Prospectus under the following captions is incorporated herein
by reference:
SELECTED UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL DATA OF BPY FOLLOWING THE TRANSACTIONS
SELECTED UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL DATA OF BPR FOLLOWING THE TRANSACTIONS
UNAUDITED COMPARATIVE PER UNIT AND PER SHARE DATA
SPECIAL FACTORSCertain Effects of the Merger and Transactions
Item 14. Persons/Assets, Retained, Employed, Compensated or Used
(a)(b)
Solicitations or Recommendations; Employees and Corporate Assets
. The information set forth in the Joint Proxy Statement/Prospectus under
the following captions is incorporated herein by reference:
QUESTIONS AND ANSWERS
SPECIAL FACTORSBackground of the Transactions
SPECIAL FACTORSReasons for the Transactions and Recommendation of the Special Committee and the GGP Board
SPECIAL FACTORSOpinion of Goldman Sachs & Co. LLC
SPECIAL FACTORSPurpose and Reasons of the Parent Parties and the Brookfield Filing Persons for the Transactions
SPECIAL FACTORS Positions of the Parent Parties and the Brookfield Filing Persons as to the Fairness of the Transactions
SPECIAL FACTORSPlans for BPR After the Transactions
SPECIAL FACTORSCertain Effects of the Merger and Transactions
SPECIAL FACTORSGovernance of BPR Following the Transactions
SPECIAL FACTORSInterests of GGPs Directors and Executive Officers in the Transactions
THE SPECIAL MEETINGSolicitation of Proxies
THE MERGER AGREEMENTFees and Expenses
Item 15. Additional Information
(b)
Golden
Parachute Compensation
. The information set forth in the Joint Proxy Statement/Prospectus under the following captions is incorporated herein by reference:
QUESTIONS AND ANSWERS
SUMMARY
SPECIAL FACTORSInterests of GGPs Directors and Executive Officers in the Transactions
PROPOSALS SUBMITTED TO GGP COMMON STOCKHOLDERSProposal 4 The Compensation Proposal
THE MERGER AGREEMENTTreatment of GGP Equity Awards
(c)
Other Material Information
. The entirety of the Joint Proxy Statement/Prospectus, including all annexes thereto, is incorporated herein by
reference.
14
Item 16. Exhibits
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(a)(1)
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Registration Statement on Form
F-4
of Brookfield Property Partners L.P., including a prospectus of Brookfield Property Partners L.P. (incorporated herein by reference to the Registration
Statement on Form
F-4
of Brookfield Property Partners L.P. filed concurrently with this Transaction Statement with the SEC).
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(a)(2)
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Registration Statement on Form
S-4
of GGP Inc., including a proxy statement/prospectus of GGP Inc. (incorporated herein by reference to the Registration Statement on Form
S-4
of GGP Inc. filed concurrently with this Transaction Statement with the SEC).
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*(a)(3)
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Form of Proxy Card (incorporated herein by reference to the Joint Proxy Statement/Prospectus).
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(a)(4)
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Letter to Stockholders (incorporated herein by reference to the Joint Proxy Statement/Prospectus).
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(a)(5)
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Notice of Special Meeting of Stockholders (incorporated herein by reference to the Joint Proxy Statement/Prospectus).
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(a)(6)
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Press Release, dated March 26, 2018 (incorporated herein by reference to Form 425 filed by Brookfield Property Partners L.P. with the SEC on March 27, 2018).
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(a)(7)
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Investor Presentation, dated March 2018 from Brookfield Property Partners LP (incorporated herein by reference to Form 425 filed by Brookfield Property Partners L.P. with the SEC on March 27, 2018).
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(a)(8)
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Employee Communication from CEO of Brookfield Property Partners to employees of Brookfield Asset Management Inc., issued on March 26, 2018 (incorporated herein by reference to Form 425 filed by Brookfield Property Partners L.P.
with the SEC on March 27, 2018).
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(a)(9)
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Employee Communication from CEO of GGP Inc. to employees of GGP Inc., issued on March 26, 2018 (incorporated herein by reference to Form 425 filed by GGP Inc. with the SEC on March 27, 2018).
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(a)(10)
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Tenant Communication from GGP Inc., dated on March 27, 2018 (incorporated herein by reference to Form 425 filed by GGP Inc. with the SEC on March 27, 2018).
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(a)(11)
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JV Partner Communication from GGP Inc., dated on March 27, 2018 (incorporated herein by reference to Form 425 filed by GGP Inc. with the SEC on March 27, 2018).
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(a)(12)
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Vendor Communication from GGP Inc., dated on March 27, 2018 (incorporated herein by reference to Form 425 filed by GGP Inc. with the SEC on March 27, 2018).
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(b)(1)
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Commitment Letter, dated March 26, 2018, by and among Wells Fargo Bank, National Association, Wells Fargo Securities, LLC, Deutsche Bank AG New York Branch, Deutsche Bank Securities Inc., Deutsche Bank AG Cayman Islands Branch,
Morgan Stanley Senior Funding, Inc., Royal Bank of Canada, RBC Capital Markets, LLC and Brookfield Retail Holdings VII Sub 3 LLC (incorporated herein by reference to Exhibit 99.6 to the Amendment No. 20 to Schedule 13D filed by Brookfield
Property Partners L.P. with the SEC on March 27, 2018).
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(c)(1)
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Opinion of Goldman Sachs & Co. LLC (incorporated herein by reference to Annex D of the Joint Proxy Statement/Prospectus).
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(c)(2)
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Discussion Materials of Goldman Sachs & Co. LLC prepared for the Special Committee of GGP Inc.s Board of Directors, dated November 15, 2017.
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|
|
(c)(3)
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|
Discussion Materials (Part 2) of Goldman Sachs & Co. LLC prepared for the Special Committee of GGP Inc.s Board of Directors, dated November 15, 2017.
|
|
|
(c)(4)
|
|
Discussion Materials of Goldman Sachs & Co. LLC prepared for the Special Committee of GGP Inc.s Board of Directors, dated November 17, 2017.
|
|
|
(c)(5)
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|
Discussion Materials of Goldman Sachs & Co. LLC prepared for the Special Committee of GGP Inc.s Board of Directors, dated November 27, 2017.
|
15
|
|
|
|
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(c)(6)
|
|
Discussion Materials of Goldman Sachs & Co. LLC prepared for the Special Committee of GGP Inc.s Board of Directors, dated December 4, 2017.
|
|
|
(c)(7)
|
|
Discussion Materials of Goldman Sachs & Co. LLC prepared for the Special Committee of GGP Inc.s Board of Directors, dated December 14, 2017.
|
|
|
(c)(8)
|
|
Discussion Materials of Goldman Sachs & Co. LLC prepared for the Special Committee of GGP Inc.s Board of Directors, dated February 24, 2018.
|
|
|
(c)(9)
|
|
Discussion Materials of Goldman Sachs & Co. LLC prepared for the Special Committee of GGP Inc.s Board of Directors, dated March 23, 2018.
|
|
|
(c)(10)
|
|
Discussion Materials of Goldman Sachs & Co. LLC prepared for the Special Committee of GGP Inc.s Board of Directors, dated March 26, 2018.
|
|
|
(d)(1)
|
|
Standstill Agreement, between Brookfield Retail Holdings LLC, Brookfield Retail Holdings II LLC, Brookfield Retail Holdings III LLC, Brookfield Retail Holdings
IV-A
LLC, Brookfield Retail
Holdings
IV-B
LLC, Brookfield Retail Holdings
IV-C
LLC, Brookfield Retail Holdings
IV-D
LLC and Brookfield Retail Holdings V LP
and GGP Inc., dated November 9, 2010 (incorporated herein by reference to Exhibit 10.4 to GGP Inc.s Current Report on Form
8-K,
filed on November 12, 2010).
|
|
|
*(d)(2)
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|
Form of Joint Governance Agreement, by and between GGP Inc., Brookfield Property Partners L.P., Brookfield Property Partners Limited, and Brookfield Properties, Inc.
|
|
|
*(d)(3)
|
|
Form of Master Services Agreement, by and between Brookfield Asset Management Inc., Brookfield Property REIT Inc., BPR Operating Partnership, LP, Brookfield Global Property Advisor Limited, Brookfield Property Group LLC, Brookfield
Asset Management Private Institutional Capital Adviser US, LLC, BPG Holdings Group Inc., and each of the parties listed on Schedule A attached thereto.
|
|
|
(d)(4)
|
|
Agreement and Plan of Merger, dated as of March 26, 2018, by and among Brookfield Property Partners L.P., Goldfinch Merger Sub Corp. and GGP Inc. (incorporated herein by reference to Annex A of the Joint Proxy
Statement/Prospectus).
|
|
|
(d)(5)
|
|
Voting and Support Agreement, dated as of March 26, 2018, by and among GGP Inc. and the stockholders listed on Schedule A thereto (incorporated herein by reference to Annex E of the Joint Proxy
Statement/Prospectus).
|
|
|
(d)(6)
|
|
Class B Stock Exchange Agreement, dated as of March 26, 2018, by and among GGP Inc. and the parties listed on Exhibit A thereto (incorporated herein by reference to Annex F of the Joint Proxy
Statement/Prospectus).
|
|
|
(d)(7)
|
|
Rights Agreement, dated as of April 27, 2018, by and between Brookfield Asset Management Inc. and Wilmington Trust, National Association (incorporated herein by reference to Exhibit 10.3 to the Joint Proxy
Statement/Prospectus).
|
|
|
(d)(8)
|
|
Letter Agreement, dated as of March 26, 2018, by and between Brookfield Asset Management Inc. and GGP Inc. (incorporated herein by reference to Annex G of the Joint Proxy Statement/Prospectus).
|
|
|
(d)(9)
|
|
Letter Agreement, dated as of March 26, 2018, by and between Brookfield Asset Management Inc., Brookfield Property Partners L.P. and GGP Inc. (incorporated herein by reference to Annex H of the Joint Proxy
Statement/Prospectus).
|
|
|
(f)(i)
|
|
Section 262 of the Delaware General Corporation Law (incorporated herein by reference to Annex J of the Joint Proxy Statement/Prospectus).
|
|
|
*(h)(1)
|
|
Opinion of Goodwin Procter LLP as to certain tax matters.
|
|
|
*(h)(2)
|
|
Opinion of Torys LLP as to certain tax matters
|
*To be filed by amendment.
16
SIGNATURE
After due inquiry and to the best of each of the undersigneds knowledge and belief, each of the undersigned certifies that the
information set forth in this statement is true, complete and correct.
Dated as of May 1, 2018
|
|
|
GGP INC.
|
|
|
By:
|
|
/s/ Stacie Herron
|
Name:
|
|
Stacie Herron
|
Title:
|
|
Vice President and Corporate Secretary
|
17
|
|
|
BROOKFIELD PROPERTY PARTNERS L.P.
|
|
|
By:
|
|
BROOKFIELD PROPERTY PARTNERS LIMITED, its general partner
|
|
|
By:
|
|
/s/ Jane Sheere
|
Name:
|
|
Jane Sheere
|
Title:
|
|
Secretary
|
|
BROOKFIELD ASSET MANAGEMENT INC.
|
|
|
By:
|
|
/s/ Justin Beber
|
Name:
|
|
Justin Beber
|
Title:
|
|
Senior Managing Partner
|
|
GOLDFINCH MERGER SUB CORP.
|
|
|
By:
|
|
/s/ Brian Kingston
|
Name:
|
|
Brian Kingston
|
Title:
|
|
Chief Executive Officer
|
|
BROOKFIELD RETAIL HOLDINGS VII LLC
|
|
|
By:
|
|
BROOKFIELD ASSET MANAGEMENT
PRIVATE
INSTITUTIONAL CAPITAL
ADVISER US, LLC, its manager
|
|
|
By:
|
|
/s/ Murray Goldfarb
|
Name:
|
|
Murray Goldfarb
|
Title:
|
|
Managing Partner
|
|
NEW GGP WARRANTS LLC
|
|
|
By:
|
|
/s/ Danielle Brody
|
Name:
|
|
Danielle Brody
|
Title:
|
|
Vice President
|
|
BROOKFIELD RETAIL MALL LLC
|
|
|
By:
|
|
/s/ Danielle Brody
|
Name:
|
|
Danielle Brody
|
Title:
|
|
Vice President
|
|
BW PURCHASER, LLC
|
|
|
By:
|
|
/s/ Danielle Brody
|
Name:
|
|
Danielle Brody
|
Title:
|
|
Vice President
|
|
BROOKFIELD RETAIL HOLDINGS WARRANTS LLC
|
|
|
By:
|
|
BROOKFIELD ASSET MANAGEMENT PRIVATE INSTITUTIONAL CAPITAL ADVISER US, LLC, its manager
|
18
|
|
|
By:
|
|
/s/ Murray Goldfarb
|
Name:
|
|
Murray Goldfarb
|
Title:
|
|
Managing Partner
|
|
BPY RETAIL I LLC
|
|
|
By:
|
|
/s/ Danielle Brody
|
Name:
|
|
Danielle Brody
|
Title:
|
|
Vice President
|
|
BPY RETAIL V LLC
|
|
|
By:
|
|
/s/ Danielle Brody
|
Name:
|
|
Danielle Brody
|
Title:
|
|
Vice President
|
|
BROOKFIELD BPY RETAIL HOLDINGS II SUBCO LLC
|
|
|
By:
|
|
/s/ Danielle Brody
|
Name:
|
|
Danielle Brody
|
Title:
|
|
Vice President
|
|
NEW BROOKFIELD BPY RETAIL HOLDINGS II LLC
|
|
|
By:
|
|
/s/ Danielle Brody
|
Name:
|
|
Danielle Brody
|
Title:
|
|
Vice President
|
|
BROOKFIELD RETAIL HOLDINGS II SUB III LLC
|
|
|
By:
|
|
BROOKFIELD ASSET MANAGEMENT PRIVATE INSTITUTIONAL CAPITAL ADVISER US, LLC, its manager
|
|
|
By:
|
|
/s/ Murray Goldfarb
|
Name:
|
|
Murray Goldfarb
|
Title:
|
|
Managing Partner
|
|
BROOKFIELD RETAIL HOLDINGS VII SUB 3 LLC
|
|
|
By:
|
|
/s/ Danielle Brody
|
Name:
|
|
Danielle Brody
|
Title:
|
|
Vice President
|
19
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