Amended Statement of Beneficial Ownership (sc 13d/a)
November 13 2017 - 10:36AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 19)
GGP Inc.
(Name of Issuer)
COMMON STOCK, $0.01 PAR VALUE PER SHARE
(Title of Class of Securities)
36174X101
(CUSIP Number)
A.J. Silber
Brookfield
Asset Management Inc.
Brookfield Place, Suite 300
181 Bay Street, P.O. Box 762
Toronto, Ontario M5J 2T3
Telephone: (416) 359-8598
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
Copy to:
Michael
J. Aiello, Esq.
Matthew J. Gilroy, Esq.
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New
York, NY 10153
(212) 310-8000
November 11,
2017
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a
signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
*
|
The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.
|
The information required on the remainder of this cover page shall not be
deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
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CUSIP No. 36174X101
|
|
|
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Page
2
of 45 Pages
|
SCHEDULE 13D
|
|
|
|
|
|
|
1
|
|
NAME
OF REPORTING PERSONS
Brookfield Asset Management Inc.
|
2
|
|
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP
(a) ☐ (b) ☒
|
3
|
|
SEC USE ONLY
|
4
|
|
SOURCE OF FUNDS
AF
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
|
6
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Canada
|
|
|
|
|
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
E
ACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
0
|
|
8
|
|
SHARED VOTING POWER
327,053,880*
|
|
9
|
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
|
SHARED DISPOSITIVE POWER
327,053,880*
|
|
|
|
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
327,053,880*
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES
☐
|
13
|
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
34.6%*
|
14
|
|
TYPE OF REPORTING PERSON
CO
|
|
|
|
|
|
CUSIP No. 36174X101
|
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Page
3
of 45 Pages
|
SCHEDULE 13D
|
|
|
|
|
|
|
1
|
|
NAME
OF REPORTING PERSONS
Partners Limited
|
2
|
|
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP
(a) ☐ (b) ☒
|
3
|
|
SEC USE ONLY
|
4
|
|
SOURCE OF FUNDS
AF
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
|
6
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Canada
|
|
|
|
|
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
0
|
|
8
|
|
SHARED VOTING POWER
327,053,880*
|
|
9
|
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
|
SHARED DISPOSITIVE POWER
327,053,880*
|
|
|
|
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
327,053,880*
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES
☐
|
13
|
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
34.6%*
|
14
|
|
TYPE OF REPORTING PERSON
CO
|
|
|
|
|
|
CUSIP No. 36174X101
|
|
|
|
Page
4
of 45 Pages
|
SCHEDULE 13D
|
|
|
|
|
|
|
1
|
|
NAME
OF REPORTING PERSONS
BPG Holdings Group Inc.
|
2
|
|
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP
(a) ☐ (b) ☒
|
3
|
|
SEC USE ONLY
|
4
|
|
SOURCE OF FUNDS
AF
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
|
6
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Canada
|
|
|
|
|
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
0
|
|
8
|
|
SHARED VOTING POWER
323,641,838*
|
|
9
|
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
|
SHARED DISPOSITIVE POWER
323,641,838*
|
|
|
|
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
323,641,838*
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES
☒
|
13
|
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
34.2%*
|
14
|
|
TYPE OF REPORTING PERSON
CO
|
*
|
The Reporting Person may be deemed to be a member of a group with the other Reporting Persons and, therefore, may be deemed to beneficially own the 327,053,880 shares of Common Stock held by all of the
Reporting Persons in the aggregate, representing 34.6% of the shares of Common Stock. See Item 5.
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|
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|
CUSIP No. 36174X101
|
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Page
5
of 45 Pages
|
SCHEDULE 13D
|
|
|
|
|
|
|
1
|
|
NAME
OF REPORTING PERSONS
BPG Holdings Group (US) Holdings Inc.
|
2
|
|
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP
(a) ☐ (b) ☒
|
3
|
|
SEC USE ONLY
|
4
|
|
SOURCE OF FUNDS
AF
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
|
6
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Canada
|
|
|
|
|
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
0
|
|
8
|
|
SHARED VOTING POWER
323,641,838*
|
|
9
|
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
|
SHARED DISPOSITIVE POWER
323,641,838*
|
|
|
|
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
323,641,838*
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES
☒
|
13
|
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
34.2%*
|
14
|
|
TYPE OF REPORTING PERSON
CO
|
*
|
The Reporting Person may be deemed to be a member of a group with the other Reporting Persons and, therefore, may be deemed to beneficially own the 327,053,880 shares of Common Stock held by all of the
Reporting Persons in the aggregate, representing 34.6% of the shares of Common Stock. See Item 5.
|
|
|
|
|
|
CUSIP No. 36174X101
|
|
|
|
Page
6
of 45 Pages
|
SCHEDULE 13D
|
|
|
|
|
|
|
1
|
|
NAME
OF REPORTING PERSONS
Brookfield Holdings Canada Inc.
|
2
|
|
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP
(a) ☐ (b) ☒
|
3
|
|
SEC USE ONLY
|
4
|
|
SOURCE OF FUNDS
AF
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
|
6
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Canada
|
|
|
|
|
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
0
|
|
8
|
|
SHARED VOTING POWER
106,922,263*
|
|
9
|
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
|
SHARED DISPOSITIVE POWER
106,922,263*
|
|
|
|
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
106,922,263*
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES
☒
|
13
|
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
11.3%*
|
14
|
|
TYPE OF REPORTING PERSON
CO
|
*
|
The Reporting Person may be deemed to be a member of a group with the other Reporting Persons and, therefore, may be deemed to beneficially own the 327,053,880 shares of Common Stock held by all of the
Reporting Persons in the aggregate, representing 34.6% of the shares of Common Stock. See Item 5.
|
|
|
|
|
|
CUSIP No. 36174X101
|
|
|
|
Page
7
of 45 Pages
|
SCHEDULE 13D
|
|
|
|
|
|
|
1
|
|
NAME
OF REPORTING PERSONS
Brookfield Asset Management Private Institutional Capital
Adviser US, LLC
|
2
|
|
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP
(a) ☐ (b) ☒
|
3
|
|
SEC USE ONLY
|
4
|
|
SOURCE OF FUNDS
AF
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
|
6
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
|
|
|
|
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
0
|
|
8
|
|
SHARED VOTING POWER
106,922,263*
|
|
9
|
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
|
SHARED DISPOSITIVE POWER
106,922,263*
|
|
|
|
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
106,922,263*
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES
☒
|
13
|
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
11.3%*
|
14
|
|
TYPE OF REPORTING PERSON
OO
|
*
|
The Reporting Person may be deemed to be a member of a group with the other Reporting Persons and, therefore, may be deemed to beneficially own the 327,053,880 shares of Common Stock held by all of the
Reporting Persons in the aggregate, representing 34.6% of the shares of Common Stock. See Item 5.
|
|
|
|
|
|
CUSIP No. 36174X101
|
|
|
|
Page
8
of 45 Pages
|
SCHEDULE 13D
|
|
|
|
|
|
|
1
|
|
NAME
OF REPORTING PERSONS
Brookfield US Holdings Inc.
|
2
|
|
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP
(a) ☐ (b) ☒
|
3
|
|
SEC USE ONLY
|
4
|
|
SOURCE OF FUNDS
AF
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
|
6
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Canada
|
|
|
|
|
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
0
|
|
8
|
|
SHARED VOTING POWER
106,922,263*
|
|
9
|
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
|
SHARED DISPOSITIVE POWER
106,922,263*
|
|
|
|
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
106,922,263*
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES
☒
|
13
|
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
11.3%*
|
14
|
|
TYPE OF REPORTING PERSON
CO
|
*
|
The Reporting Person may be deemed to be a member of a group with the other Reporting Persons and, therefore, may be deemed to beneficially own the 327,053,880 shares of Common Stock held by all of the
Reporting Persons in the aggregate, representing 34.6% of the shares of Common Stock. See Item 5.
|
|
|
|
|
|
CUSIP No. 36174X101
|
|
|
|
Page
9
of 45 Pages
|
SCHEDULE 13D
|
|
|
|
|
|
|
1
|
|
NAME
OF REPORTING PERSONS
Brookfield US Corporation
|
2
|
|
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP
(a) ☐ (b) ☒
|
3
|
|
SEC USE ONLY
|
4
|
|
SOURCE OF FUNDS
AF
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
|
6
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
|
|
|
|
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
0
|
|
8
|
|
SHARED VOTING POWER
106,922,263*
|
|
9
|
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
|
SHARED DISPOSITIVE POWER
106,922,263*
|
|
|
|
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
106,922,263*
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES
☒
|
13
|
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
11.3%*
|
14
|
|
TYPE OF REPORTING PERSON
CO
|
*
|
The Reporting Person may be deemed to be a member of a group with the other Reporting Persons and, therefore, may be deemed to beneficially own the 327,053,880 shares of Common Stock held by all of the
Reporting Persons in the aggregate, representing 34.6% of the shares of Common Stock. See Item 5.
|
|
|
|
|
|
CUSIP No. 36174X101
|
|
|
|
Page
10
of 45 Pages
|
SCHEDULE 13D
|
|
|
|
|
|
|
1
|
|
NAME
OF REPORTING PERSONS
BUSC Finance LLC
|
2
|
|
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP
(a) ☐ (b) ☒
|
3
|
|
SEC USE ONLY
|
4
|
|
SOURCE OF FUNDS
AF
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
|
6
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
|
|
|
|
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
0
|
|
8
|
|
SHARED VOTING POWER
106,922,263*
|
|
9
|
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
|
SHARED DISPOSITIVE POWER
106,922,263*
|
|
|
|
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
106,922,263*
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES
☒
|
13
|
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
11.3%*
|
14
|
|
TYPE OF REPORTING PERSON
OO
|
*
|
The Reporting Person may be deemed to be a member of a group with the other Reporting Persons and, therefore, may be deemed to beneficially own the 327,053,880 shares of Common Stock held by all of the
Reporting Persons in the aggregate, representing 34.6% of the shares of Common Stock. See Item 5.
|
|
|
|
|
|
CUSIP No. 36174X101
|
|
|
|
Page
11
of 45 Pages
|
SCHEDULE 13D
|
|
|
|
|
|
|
1
|
|
NAME
OF REPORTING PERSONS
Brookfield Property Group LLC
|
2
|
|
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP
(a) ☐ (b) ☒
|
3
|
|
SEC USE ONLY
|
4
|
|
SOURCE OF FUNDS
AF
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
|
6
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
|
|
|
|
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
0
|
|
8
|
|
SHARED VOTING POWER
106,922,263*
|
|
9
|
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
|
SHARED DISPOSITIVE POWER
106,922,263*
|
|
|
|
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
106,922,263*
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES
☒
|
13
|
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
11.3%*
|
14
|
|
TYPE OF REPORTING PERSON
OO
|
*
|
The Reporting Person may be deemed to be a member of a group with the other Reporting Persons and, therefore, may be deemed to beneficially own the 327,053,880 shares of Common Stock held by all of the
Reporting Persons in the aggregate, representing 34.6% of the shares of Common Stock. See Item 5.
|
|
|
|
|
|
CUSIP No. 36174X101
|
|
|
|
Page
12
of 45 Pages
|
SCHEDULE 13D
|
|
|
|
|
|
|
1
|
|
NAME
OF REPORTING PERSONS
Brookfield Retail Holdings VII LLC
|
2
|
|
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP
(a) ☐ (b) ☒
|
3
|
|
SEC USE ONLY
|
4
|
|
SOURCE OF FUNDS
WC
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
|
6
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
|
|
|
|
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
0
|
|
8
|
|
SHARED VOTING POWER
79,094,965*
|
|
9
|
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
|
SHARED DISPOSITIVE POWER
79,094,965*
|
|
|
|
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
79,094,965*
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES
☒
|
13
|
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
8.4%*
|
14
|
|
TYPE OF REPORTING PERSON
OO
|
*
|
The Reporting Person may be deemed to be a member of a group with the other Reporting Persons and, therefore, may be deemed to beneficially own the 327,053,880 shares of Common Stock held by all of the
Reporting Persons in the aggregate, representing 34.6% of the shares of Common Stock. See Item 5.
|
|
|
|
|
|
CUSIP No. 36174X101
|
|
|
|
Page
13
of 45 Pages
|
SCHEDULE 13D
|
|
|
|
|
|
|
1
|
|
NAME
OF REPORTING PERSONS
Brookfield Retail Holdings II Sub III LLC
|
2
|
|
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP
(a) ☐ (b) ☒
|
3
|
|
SEC USE ONLY
|
4
|
|
SOURCE OF FUNDS
WC
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
|
6
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
|
|
|
|
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
0
|
|
8
|
|
SHARED VOTING POWER
351,958*
|
|
9
|
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
|
SHARED DISPOSITIVE POWER
351,958*
|
|
|
|
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
351,958*
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES
☒
|
13
|
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
0.04%*
|
14
|
|
TYPE OF REPORTING PERSON
OO
|
*
|
The Reporting Person may be deemed to be a member of a group with the other Reporting Persons and, therefore, may be deemed to beneficially own the 327,053,880 shares of Common Stock held by all of the
Reporting Persons in the aggregate, representing 34.6% of the shares of Common Stock. See Item 5.
|
|
|
|
|
|
CUSIP No. 36174X101
|
|
|
|
Page
14
of 45 Pages
|
SCHEDULE 13D
|
|
|
|
|
|
|
1
|
|
NAME
OF REPORTING PERSONS
BW Purchaser, LLC
|
2
|
|
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP
(a) ☐ (b) ☒
|
3
|
|
SEC USE ONLY
|
4
|
|
SOURCE OF FUNDS
AF
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
|
6
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
|
|
|
|
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
0
|
|
8
|
|
SHARED VOTING POWER
12,989,228*
|
|
9
|
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
|
SHARED DISPOSITIVE POWER
12,989,228*
|
|
|
|
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
12,989,228*
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES
☒
|
13
|
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
1.4%*
|
14
|
|
TYPE OF REPORTING PERSON
OO
|
*
|
The Reporting Person may be deemed to be a member of a group with the other Reporting Persons and, therefore, may be deemed to beneficially own the 327,053,880 shares of Common Stock held by all of the
Reporting Persons in the aggregate, representing 34.6% of the shares of Common Stock. See Item 5.
|
|
|
|
|
|
CUSIP No. 36174X101
|
|
|
|
Page
15
of 45 Pages
|
SCHEDULE 13D
|
|
|
|
|
|
|
1
|
|
NAME
OF REPORTING PERSONS
Brookfield Property Partners Limited
|
2
|
|
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP
(a) ☐ (b) ☒
|
3
|
|
SEC USE ONLY
|
4
|
|
SOURCE OF FUNDS
AF
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
|
6
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Bermuda
|
|
|
|
|
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
E
ACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
0
|
|
8
|
|
SHARED VOTING POWER
323,641,838*
|
|
9
|
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
|
SHARED DISPOSITIVE POWER
323,641,838*
|
|
|
|
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
323,641,838*
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES
☒
|
13
|
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
34.2%*
|
14
|
|
TYPE OF REPORTING PERSON
CO
|
*
|
The Reporting Person may be deemed to be a member of a group with the other Reporting Persons and, therefore, may be deemed to beneficially own the 327,053,880 shares of Common Stock held by all of the
Reporting Persons in the aggregate, representing 34.6% of the shares of Common Stock. See Item 5.
|
|
|
|
|
|
CUSIP No. 36174X101
|
|
|
|
Page
16
of 45 Pages
|
SCHEDULE 13D
|
|
|
|
|
|
|
1
|
|
NAME
OF REPORTING PERSONS
Brookfield Property Partners L.P.
|
2
|
|
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP
(a) ☐ (b) ☒
|
3
|
|
SEC USE ONLY
|
4
|
|
SOURCE OF FUNDS
AF
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
|
6
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Bermuda
|
|
|
|
|
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
0
|
|
8
|
|
SHARED VOTING POWER
323,641,838*
|
|
9
|
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
|
SHARED DISPOSITIVE POWER
323,641,838*
|
|
|
|
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
323,641,838*
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES
☒
|
13
|
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
34.2%*
|
14
|
|
TYPE OF REPORTING PERSON
OO
|
*
|
The Reporting Person may be deemed to be a member of a group with the other Reporting Persons and, therefore, may be deemed to beneficially own the 327,053,880 shares of Common Stock held by all of the
Reporting Persons in the aggregate, representing 34.6% of the shares of Common Stock. See Item 5.
|
|
|
|
|
|
CUSIP No. 36174X101
|
|
|
|
Page
17
of 45 Pages
|
SCHEDULE 13D
|
|
|
|
|
|
|
1
|
|
NAME
OF REPORTING PERSONS
Brookfield Property L.P.
|
2
|
|
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP
(a) ☐ (b) ☒
|
3
|
|
SEC USE ONLY
|
4
|
|
SOURCE OF FUNDS
AF
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
|
6
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Bermuda
|
|
|
|
|
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
E
ACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
0
|
|
8
|
|
SHARED VOTING POWER
323,641,838*
|
|
9
|
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
|
SHARED DISPOSITIVE POWER
323,641,838*
|
|
|
|
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
323,641,838*
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES
☒
|
13
|
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
34.2%*
|
14
|
|
TYPE OF REPORTING PERSON
OO
|
*
|
The Reporting Person may be deemed to be a member of a group with the other Reporting Persons and, therefore, may be deemed to beneficially own the 327,053,880 shares of Common Stock held by all of the
Reporting Persons in the aggregate, representing 34.6% of the shares of Common Stock. See Item 5.
|
|
|
|
|
|
CUSIP No. 36174X101
|
|
|
|
Page
18
of 45 Pages
|
SCHEDULE 13D
|
|
|
|
|
|
|
1
|
|
NAME
OF REPORTING PERSONS
Brookfield BPY Holdings Inc.
|
2
|
|
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP
(a) ☐ (b) ☒
|
3
|
|
SEC USE ONLY
|
4
|
|
SOURCE OF FUNDS
AF
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
|
6
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Canada
|
|
|
|
|
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
0
|
|
8
|
|
SHARED VOTING POWER
323,641,838*
|
|
9
|
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
|
SHARED DISPOSITIVE POWER
323,641,838*
|
|
|
|
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
323,641,838*
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES
☒
|
13
|
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
34.2%*
|
14
|
|
TYPE OF REPORTING PERSON
CO
|
*
|
The Reporting Person may be deemed to be a member of a group with the other Reporting Persons and, therefore, may be deemed to beneficially own the 327,053,880 shares of Common Stock held by all of the
Reporting Persons in the aggregate, representing 34.6% of the shares of Common Stock. See Item 5.
|
|
|
|
|
|
CUSIP No. 36174X101
|
|
|
|
Page
19
of 45 Pages
|
SCHEDULE 13D
|
|
|
|
|
|
|
1
|
|
NAME
OF REPORTING PERSONS
BPY Canada Subholdings 1 ULC
|
2
|
|
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP
(a) ☐ (b) ☒
|
3
|
|
SEC USE ONLY
|
4
|
|
SOURCE OF FUNDS
AF
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
|
6
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Canada
|
|
|
|
|
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
0
|
|
8
|
|
SHARED VOTING POWER
323,641,838*
|
|
9
|
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
|
SHARED DISPOSITIVE POWER
323,641,838*
|
|
|
|
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
323,641,838*
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES
☒
|
13
|
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
34.2%*
|
14
|
|
TYPE OF REPORTING PERSON
CO
|
*
|
The Reporting Person may be deemed to be a member of a group with the other Reporting Persons and, therefore, may be deemed to beneficially own the 327,053,880 shares of Common Stock held by all of the
Reporting Persons in the aggregate, representing 34.6% of the shares of Common Stock. See Item 5.
|
|
|
|
|
|
CUSIP No. 36174X101
|
|
|
|
Page
20
of 45 Pages
|
SCHEDULE 13D
|
|
|
|
|
|
|
1
|
|
NAME
OF REPORTING PERSONS
Brookfield Property Split Corp.
|
2
|
|
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP
(a) ☐ (b) ☒
|
3
|
|
SEC USE ONLY
|
4
|
|
SOURCE OF FUNDS
AF
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
|
6
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Canada
|
|
|
|
|
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
E
ACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
0
|
|
8
|
|
SHARED VOTING POWER
323,641,838*
|
|
9
|
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
|
SHARED DISPOSITIVE POWER
323,641,838*
|
|
|
|
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
323,641,838*
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES
☒
|
13
|
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
34.2%*
|
14
|
|
TYPE OF REPORTING PERSON
CO
|
*
|
The Reporting Person may be deemed to be a member of a group with the other Reporting Persons and, therefore, may be deemed to beneficially own the 327,053,880 shares of Common Stock held by all of the
Reporting Persons in the aggregate, representing 34.6% of the shares of Common Stock. See Item 5.
|
|
|
|
|
|
CUSIP No. 36174X101
|
|
|
|
Page
21
of 45 Pages
|
SCHEDULE 13D
|
|
|
|
|
|
|
1
|
|
NAME
OF REPORTING PERSONS
Brookfield BPY Retail Holdings I LLC
|
2
|
|
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP
(a) ☐ (b) ☒
|
3
|
|
SEC USE ONLY
|
4
|
|
SOURCE OF FUNDS
AF
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
|
6
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
|
|
|
|
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
0
|
|
8
|
|
SHARED VOTING POWER
255,438,596*
|
|
9
|
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
|
SHARED DISPOSITIVE POWER
255,438,596*
|
|
|
|
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
255,438,596*
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES
☒
|
13
|
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
27.0%*
|
14
|
|
TYPE OF REPORTING PERSON
OO
|
*
|
The Reporting Person may be deemed to be a member of a group with the other Reporting Persons and, therefore, may be deemed to beneficially own the 327,053,880 shares of Common Stock held by all of the
Reporting Persons in the aggregate, representing 34.6% of the shares of Common Stock. See Item 5.
|
|
|
|
|
|
CUSIP No. 36174X101
|
|
|
|
Page
22
of 45 Pages
|
SCHEDULE 13D
|
|
|
|
|
|
|
1
|
|
NAME
OF REPORTING PERSONS
Brookfield BPY Retail Holdings II LLC
|
2
|
|
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP
(a) ☐ (b) ☒
|
3
|
|
SEC USE ONLY
|
4
|
|
SOURCE OF FUNDS
AF
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
|
6
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
|
|
|
|
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
0
|
|
8
|
|
SHARED VOTING POWER
139,433,107*
|
|
9
|
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
|
SHARED DISPOSITIVE POWER
139,433,107*
|
|
|
|
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
139,433,107*
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES
☒
|
13
|
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
14.7%*
|
14
|
|
TYPE OF REPORTING PERSON
OO
|
*
|
The Reporting Person may be deemed to be a member of a group with the other Reporting Persons and, therefore, may be deemed to beneficially own the 327,053,880 shares of Common Stock held by all of the
Reporting Persons in the aggregate, representing 34.6% of the shares of Common Stock. See Item 5.
|
|
|
|
|
|
CUSIP No. 36174X101
|
|
|
|
Page
23
of 45 Pages
|
SCHEDULE 13D
|
|
|
|
|
|
|
1
|
|
NAME
OF REPORTING PERSONS
Brookfield BPY Retail Holdings III LLC
|
2
|
|
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP
(a) ☐ (b) ☒
|
3
|
|
SEC USE ONLY
|
4
|
|
SOURCE OF FUNDS
AF
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
|
6
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
|
|
|
|
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
0
|
|
8
|
|
SHARED VOTING POWER
70,114,877*
|
|
9
|
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
|
SHARED DISPOSITIVE POWER
70,114,877*
|
|
|
|
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
70,114,877*
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES
☒
|
13
|
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
7.4%*
|
14
|
|
TYPE OF REPORTING PERSON
OO
|
*
|
The Reporting Person may be deemed to be a member of a group with the other Reporting Persons and, therefore, may be deemed to beneficially own the 327,053,880 shares of Common Stock held by all of the
Reporting Persons in the aggregate, representing 34.6% of the shares of Common Stock. See Item 5.
|
|
|
|
|
|
CUSIP No. 36174X101
|
|
|
|
Page
24
of 45 Pages
|
SCHEDULE 13D
|
|
|
|
|
|
|
1
|
|
NAME
OF REPORTING PERSONS
Brookfield Retail Holdings Warrants LLC
|
2
|
|
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP
(a) ☐ (b) ☒
|
3
|
|
SEC USE ONLY
|
4
|
|
SOURCE OF FUNDS
AF
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
|
6
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
|
|
|
|
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
0
|
|
8
|
|
SHARED VOTING POWER
24,063,298*
|
|
9
|
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
|
SHARED DISPOSITIVE POWER
24,063,298*
|
|
|
|
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
24,063,298*
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES
☒
|
13
|
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
2.5%*
|
14
|
|
TYPE OF REPORTING PERSON
OO
|
*
|
The Reporting Person may be deemed to be a member of a group with the other Reporting Persons and, therefore, may be deemed to beneficially own the 327,053,880 shares of Common Stock held by all of the
Reporting Persons in the aggregate, representing 34.6% of the shares of Common Stock. See Item 5.
|
|
|
|
|
|
CUSIP No. 36174X101
|
|
|
|
Page
25
of 45 Pages
|
SCHEDULE 13D
|
|
|
|
|
|
|
1
|
|
NAME
OF REPORTING PERSONS
Brookfield Office Properties Inc.
|
2
|
|
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP
(a) ☐ (b) ☒
|
3
|
|
SEC USE ONLY
|
4
|
|
SOURCE OF FUNDS
AF
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
|
6
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Canada
|
|
|
|
|
|
|
|
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
0
|
|
8
|
|
SHARED VOTING POWER
323,641,838*
|
|
9
|
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
|
SHARED DISPOSITIVE POWER
323,641,838*
|
|
|
|
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
323,641,838*
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES
☒
|
13
|
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
34.2%*
|
14
|
|
TYPE OF REPORTING PERSON
CO
|
*
|
The Reporting Person may be deemed to be a member of a group with the other Reporting Persons and, therefore, may be deemed to beneficially own the 327,053,880 shares of Common Stock held by all of the
Reporting Persons in the aggregate, representing 34.6% of the shares of Common Stock. See Item 5.
|
|
|
|
|
|
CUSIP No. 36174X101
|
|
|
|
Page
26
of 45 Pages
|
SCHEDULE 13D
|
|
|
|
|
|
|
1
|
|
NAME
OF REPORTING PERSONS
1706065 Alberta ULC
|
2
|
|
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP
(a) ☐ (b) ☒
|
3
|
|
SEC USE ONLY
|
4
|
|
SOURCE OF FUNDS
AF
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
|
6
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Canada
|
|
|
|
|
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
0
|
|
8
|
|
SHARED VOTING POWER
323,641,838*
|
|
9
|
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
|
SHARED DISPOSITIVE POWER
323,641,838*
|
|
|
|
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
323,641,838*
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES
☒
|
13
|
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
34.2%*
|
14
|
|
TYPE OF REPORTING PERSON
CO
|
*
|
The Reporting Person may be deemed to be a member of a group with the other Reporting Persons and, therefore, may be deemed to beneficially own the 327,053,880 shares of Common Stock held by all of the
Reporting Persons in the aggregate, representing 34.6% of the shares of Common Stock. See Item 5.
|
|
|
|
|
|
CUSIP No. 36174X101
|
|
|
|
Page
27
of 45 Pages
|
SCHEDULE 13D
|
|
|
|
|
|
|
1
|
|
NAME
OF REPORTING PERSONS
Brookfield Holding Limited Liability Company
|
2
|
|
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP
(a) ☐ (b) ☒
|
3
|
|
SEC USE ONLY
|
4
|
|
SOURCE OF FUNDS
AF
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
|
6
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Hungary
|
|
|
|
|
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
0
|
|
8
|
|
SHARED VOTING POWER
323,641,838*
|
|
9
|
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
|
SHARED DISPOSITIVE POWER
323,641,838*
|
|
|
|
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
323,641,838*
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES
☒
|
13
|
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
34.2%*
|
14
|
|
TYPE OF REPORTING PERSON
OO
|
*
|
The Reporting Person may be deemed to be a member of a group with the other Reporting Persons and, therefore, may be deemed to beneficially own the 327,053,880 shares of Common Stock held by all of the
Reporting Persons in the aggregate, representing 34.6% of the shares of Common Stock. See Item 5.
|
|
|
|
|
|
CUSIP No. 36174X101
|
|
|
|
Page
28
of 45 Pages
|
SCHEDULE 13D
|
|
|
|
|
|
|
1
|
|
NAME
OF REPORTING PERSONS
Brookfield Properties, Inc.
|
2
|
|
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP
(a) ☐ (b) ☒
|
3
|
|
SEC USE ONLY
|
4
|
|
SOURCE OF FUNDS
AF
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
|
6
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
|
|
|
|
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
0
|
|
8
|
|
SHARED VOTING POWER
323,641,838*
|
|
9
|
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
|
SHARED DISPOSITIVE POWER
323,641,838*
|
|
|
|
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
323,641,838*
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES
☒
|
13
|
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
34.2%*
|
14
|
|
TYPE OF REPORTING PERSON
CO
|
*
|
The Reporting Person may be deemed to be a member of a group with the other Reporting Persons and, therefore, may be deemed to beneficially own the 327,053,880 shares of Common Stock held by all of the
Reporting Persons in the aggregate, representing 34.6% of the shares of Common Stock. See Item 5.
|
|
|
|
|
|
CUSIP No. 36174X101
|
|
|
|
Page
29
of 45 Pages
|
SCHEDULE 13D
|
|
|
|
|
|
|
1
|
|
NAME
OF REPORTING PERSONS
Brookfield Properties Subco LLC
|
2
|
|
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP
(a) ☐ (b) ☒
|
3
|
|
SEC USE ONLY
|
4
|
|
SOURCE OF FUNDS
AF
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
|
6
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
|
|
|
|
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
0
|
|
8
|
|
SHARED VOTING POWER
323,641,838*
|
|
9
|
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
|
SHARED DISPOSITIVE POWER
323,641,838*
|
|
|
|
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
323,641,838*
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES
☒
|
13
|
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
34.2%*
|
14
|
|
TYPE OF REPORTING PERSON
OO
|
*
|
The Reporting Person may be deemed to be a member of a group with the other Reporting Persons and, therefore, may be deemed to beneficially own the 327,053,880 shares of Common Stock held by all of the
Reporting Persons in the aggregate, representing 34.6% of the shares of Common Stock. See Item 5.
|
|
|
|
|
|
CUSIP No. 36174X101
|
|
|
|
Page
30
of 45 Pages
|
SCHEDULE 13D
|
|
|
|
|
|
|
1
|
|
NAME
OF REPORTING PERSONS
BOP (US) LLC
|
2
|
|
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP
(a) ☐ (b) ☒
|
3
|
|
SEC USE ONLY
|
4
|
|
SOURCE OF FUNDS
AF
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
|
6
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
|
|
|
|
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
0
|
|
8
|
|
SHARED VOTING POWER
255,438,596*
|
|
9
|
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
|
SHARED DISPOSITIVE POWER
255,438,596*
|
|
|
|
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
255,438,596*
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES
☒
|
13
|
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
27.0%*
|
14
|
|
TYPE OF REPORTING PERSON
OO
|
*
|
The Reporting Person may be deemed to be a member of a group with the other Reporting Persons and, therefore, may be deemed to beneficially own the 327,053,880 shares of Common Stock held by all of the
Reporting Persons in the aggregate, representing 34.6% of the shares of Common Stock. See Item 5.
|
|
|
|
|
|
CUSIP No. 36174X101
|
|
|
|
Page
31
of 45 Pages
|
SCHEDULE 13D
|
|
|
|
|
|
|
1
|
|
NAME
OF REPORTING PERSONS
Brookfield BPY Retail Holdings II Subco LLC
|
2
|
|
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP
(a) ☐ (b) ☒
|
3
|
|
SEC USE ONLY
|
4
|
|
SOURCE OF FUNDS
AF
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
|
6
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
|
|
|
|
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
0
|
|
8
|
|
SHARED VOTING POWER
53,000,412*
|
|
9
|
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
|
SHARED DISPOSITIVE POWER
53,000,412*
|
|
|
|
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
53,000,412*
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES
☒
|
13
|
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
5.6%*
|
14
|
|
TYPE OF REPORTING PERSON
OO
|
*
|
The Reporting Person may be deemed to be a member of a group with the other Reporting Persons and, therefore, may be deemed to beneficially own the 327,053,880 shares of Common Stock held by all of the
Reporting Persons in the aggregate, representing 34.6% of the shares of Common Stock. See Item 5.
|
|
|
|
|
|
CUSIP No. 36174X101
|
|
|
|
Page
32
of 45 Pages
|
SCHEDULE 13D
|
|
|
|
|
|
|
1
|
|
NAME
OF REPORTING PERSONS
BPY Retail V LLC
|
2
|
|
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP
(a) ☐ (b) ☒
|
3
|
|
SEC USE ONLY
|
4
|
|
SOURCE OF FUNDS
AF
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
|
6
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
|
|
|
|
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
0
|
|
8
|
|
SHARED VOTING POWER
70,114,877*
|
|
9
|
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
|
SHARED DISPOSITIVE POWER
70,114,877*
|
|
|
|
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
70,114,877*
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES
☒
|
13
|
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
7.4%*
|
14
|
|
TYPE OF REPORTING PERSON
OO
|
*
|
The Reporting Person may be deemed to be a member of a group with the other Reporting Persons and, therefore, may be deemed to beneficially own the 327,053,880 shares of Common Stock held by all of the
Reporting Persons in the aggregate, representing 34.6% of the shares of Common Stock. See Item 5.
|
|
|
|
|
|
CUSIP No. 36174X101
|
|
|
|
Page
33
of 45 Pages
|
SCHEDULE 13D
|
|
|
|
|
|
|
1
|
|
NAME
OF REPORTING PERSONS
Brookfield Properties Investor LLC
|
2
|
|
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP
(a) ☐ (b) ☒
|
3
|
|
SEC USE ONLY
|
4
|
|
SOURCE OF FUNDS
AF
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
|
6
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
|
|
|
|
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
0
|
|
8
|
|
SHARED VOTING POWER
60,338,142*
|
|
9
|
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
|
SHARED DISPOSITIVE POWER
60,338,142*
|
|
|
|
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
60,338,142*
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES
☒
|
13
|
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
6.4%*
|
14
|
|
TYPE OF REPORTING PERSON
OO
|
*
|
The Reporting Person may be deemed to be a member of a group with the other Reporting Persons and, therefore, may be deemed to beneficially own the 327,053,880 shares of Common Stock held by all of the
Reporting Persons in the aggregate, representing 34.6% of the shares of Common Stock. See Item 5.
|
|
|
|
|
|
CUSIP No. 36174X101
|
|
|
|
Page
34
of 45 Pages
|
SCHEDULE 13D
|
|
|
|
|
|
|
1
|
|
NAME
OF REPORTING PERSONS
Brookfield BFP Holdings LLC
|
2
|
|
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP
(a) ☐ (b) ☒
|
3
|
|
SEC USE ONLY
|
4
|
|
SOURCE OF FUNDS
AF
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
|
6
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
|
|
|
|
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
0
|
|
8
|
|
SHARED VOTING POWER
60,338,142*
|
|
9
|
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
|
SHARED DISPOSITIVE POWER
60,338,142*
|
|
|
|
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
60,338,142*
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES
☒
|
13
|
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
6.4%*
|
14
|
|
TYPE OF REPORTING PERSON
OO
|
*
|
The Reporting Person may be deemed to be a member of a group with the other Reporting Persons and, therefore, may be deemed to beneficially own the 327,053,880 shares of Common Stock held by all of the
Reporting Persons in the aggregate, representing 34.6% of the shares of Common Stock. See Item 5.
|
EXPLANATORY NOTE
Pursuant to Rule
13d-2
promulgated under the Act, this Schedule 13D/A (this
Amendment
No.
19
) amends the Schedule 13D filed on November 19, 2010 (the
Original Schedule 13D
) and amended on November 24, 2010 (
Amendment No.
1
),
January 19, 2011 (
Amendment No.
2
), January 28, 2011 (
Amendment No.
3
), May 12, 2011 (
Amendment No.
4
), August 27,
2012 (
Amendment No.
5
), September 11, 2012 (
Amendment No.
6
), January 3, 2013 (
Amendment No.
7
), April 16, 2013
(
Amendment No.
8
), August 9, 2013 (
Amendment No.
9
), November 5, 2013 (
Amendment No.
10
), November 14, 2013 (
Amendment No.
11
), February 8, 2014 (
Amendment No.
12
), February 6, 2015 (
Amendment No.
13
), July 19, 2016
(
Amendment No.
14
), August 21, 2016 (
Amendment No.
15
), August 2, 2017 (
Amendment No.
16
), October 11, 2017
(
Amendment No.
17
) October 31, 2017 (
Amendment No.
18
) (the Original Schedule 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment
No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7, Amendment No. 8, Amendment No. 9, Amendment No. 10, Amendment No. 11, Amendment No. 12, Amendment No. 13, Amendment No. 14, Amendment
No. 15, Amendment No. 16, Amendment No. 17, Amendment No. 18 and this Amendment No. 19 are collectively referred to herein as the
Schedule 13D
). This Amendment No. 19 relates to the common stock, par
value $0.01 per share (
Common Stock
), of GGP Inc. (formerly General Growth Properties, Inc.), a Delaware corporation (the
Company
).
Item 3.
|
Source and Amount of Funds or Other Consideration.
|
Item 3 of the Schedule 13D is hereby
amended to incorporate by reference Item 4 of this Amendment No. 19.
Item 4.
|
Purpose of the Transaction.
|
Item 4 of the Schedule 13D is hereby amended to include the
following:
On November 11, 2017, Brookfield Property Partners L.P. (
BPY
) submitted a
non-binding
proposal to the board of directors of the Company (the
Board
) to acquire all of the outstanding shares of Common Stock of the Company, other than those shares currently held by BPY and
its affiliates (the
Proposal
). Under the Proposal, each share of Common Stock of the Company would be acquired for consideration of $23.00. Each Company shareholder can elect to receive consideration per share of Common Stock of
the Company of either $23.00 in cash or 0.9656 of a limited partnership unit of BPY (
BPY units
), subject in each case to
pro-ration
based on a maximum cash consideration of approximately
$7.4 billion (50% of the aggregate offer) and a maximum of approximately 309 million BPY units valued at approximately $7.4 billion (50% of the aggregate offer). A copy of the Proposal is attached hereto as Exhibit 99.1.
On November 13, 2017, BPY issued a press release announcing the Proposal, a copy of which is attached hereto as Exhibit 99.2.
On November 13, 2017, BPY made available an investor presentation regarding the Proposal, a copy of which is attached hereto as Exhibit
99.3.
Item 5.
|
Interest in Securities of the Issuer.
|
Item 5(a)-(c) of the Schedule 13D is hereby
supplemented as follows:
(a)-(b) All calculations of percentages of beneficial ownership in this Item 5 and elsewhere in this Schedule
13D are based on the 945,976,981 shares of Common Stock reported by the Company as outstanding, as of October 31, 2017, in its quarterly report on Form
10-Q
filed with the SEC on November 2, 2017.
None of the Reporting Persons has sole voting or investment power with respect to any shares of
Common Stock.
By virtue of the various agreements and arrangements among the Reporting Persons described in this Schedule 13D, the
Reporting Persons, may be deemed to constitute a group within the meaning of Section 13(d)(3) under the Act and Rule
13d-5(b)(1)
thereunder. Accordingly, the Reporting Persons in the aggregate
may be deemed to beneficially own 327,053,880 shares of Common Stock, constituting beneficial ownership of 34.6% of the shares of Common Stock. Each of the Reporting Persons directly holding shares of Common Stock expressly disclaims, to the extent
permitted by applicable law, beneficial ownership of any shares of Common Stock held by each of the other Reporting Persons.
(c) None of
the Reporting Persons, nor, to their knowledge, any of the Scheduled Persons, have effected any transaction in Common Stock since the filing of Amendment No. 18.
Item 7.
|
Material To Be Filed as Exhibits
|
Item 7 of Schedule 13D is hereby amended to include
the following:
|
|
|
Exhibit 99.1
|
|
Letter to the Board, dated November 11, 2017
|
|
|
Exhibit 99.2
Exhibit 99.3
|
|
Press release, dated November 13, 2017
Investor Presentation, dated November 13, 2017
|
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true,
complete and correct.
|
|
|
|
|
|
|
Dated: November 13, 2017
|
|
|
|
BROOKFIELD ASSET MANAGEMENT INC.
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Aleks Novakovic
|
|
|
|
|
Name:
|
|
Aleks Novakovic
|
|
|
|
|
Title:
|
|
Managing Partner
|
|
|
|
Dated: November 13, 2017
|
|
|
|
PARTNERS LIMITED
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Brian Lawson
|
|
|
|
|
Name:
|
|
Brian Lawson
|
|
|
|
|
Title:
|
|
President
|
|
|
|
Dated: November 13, 2017
|
|
|
|
BPG HOLDINGS GROUP INC.
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Sujoy Gupta
|
|
|
|
|
Name:
|
|
Sujoy Gupta
|
|
|
|
|
Title:
|
|
Vice President
|
|
|
|
Dated: November 13, 2017
|
|
|
|
BPG HOLDINGS GROUP (US) HOLDINGS INC.
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Sujoy Gupta
|
|
|
|
|
Name:
|
|
Sujoy Gupta
|
|
|
|
|
Title:
|
|
Vice President
|
|
|
|
Dated: November 13, 2017
|
|
|
|
BROOKFIELD ASSET MANAGEMENT PRIVATE INSTITUTIONAL CAPITAL ADVISER US, LLC
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Murray Goldfarb
|
|
|
|
|
Name:
|
|
Murray Goldfarb
|
|
|
|
|
Title:
|
|
Managing Partner
|
|
|
|
Dated: November 13, 2017
|
|
|
|
BROOKFIELD HOLDINGS CANADA INC.
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ A.J. Silber
|
|
|
|
|
Name:
|
|
A.J. Silber
|
|
|
|
|
Title:
|
|
Vice President
|
|
|
|
Dated: November 13, 2017
|
|
|
|
BROOKFIELD PROPERTY PARTNERS LIMITED
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Jane Sheere
|
|
|
|
|
Name:
|
|
Jane Sheere
|
|
|
|
|
Title:
|
|
Secretary
|
|
|
|
Dated: November 13, 2017
|
|
|
|
BROOKFIELD PROPERTY PARTNERS L.P.
|
|
|
|
|
|
|
|
|
By:
|
|
Brookfield Property Partners Limited, its general partner
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Jane Sheere
|
|
|
|
|
Name:
|
|
Jane Sheere
|
|
|
|
|
Title:
|
|
Secretary
|
|
|
|
|
|
|
|
Dated: November 13, 2017
|
|
|
|
BROOKFIELD PROPERTY L.P.
|
|
|
|
|
|
|
|
|
By:
|
|
Brookfield Property Partners L.P., its managing general partner
|
|
|
|
|
|
|
|
|
By:
|
|
Brookfield Property Partners Limited, its general partner
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Jane Sheere
|
|
|
|
|
Name:
|
|
Jane Sheere
|
|
|
|
|
Title:
|
|
Secretary
|
|
|
|
Dated: November 13, 2017
|
|
|
|
BROOKFIELD BPY HOLDINGS INC.
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Allen Yi
|
|
|
|
|
Name:
|
|
Allen Yi
|
|
|
|
|
Title:
|
|
Assistant Secretary
|
|
|
|
|
|
|
|
Dated: November 13, 2017
|
|
|
|
BROOKFIELD BPY RETAIL HOLDINGS I LLC
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Michelle L. Campbell
|
|
|
|
|
Name:
|
|
Michelle L. Campbell
|
|
|
|
|
Title:
|
|
Senior Vice President and Secretary
|
|
|
|
Dated: November 13, 2017
|
|
|
|
BROOKFIELD BPY RETAIL HOLDINGS II LLC
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Michelle L. Campbell
|
|
|
|
|
Name:
|
|
Michelle L. Campbell
|
|
|
|
|
Title:
|
|
Senior Vice President and Secretary
|
|
|
|
Dated: November 13, 2017
|
|
|
|
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
|
|
|
|
|
|
|
|
Dated: November 13, 2017
|
|
|
|
BROOKFIELD RETAIL HOLDINGS WARRANTS LLC
|
|
|
|
|
|
|
|
|
By:
|
|
Brookfield Asset Management Private Institutional Capital Adviser US, LLC, its managing member
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Murray Goldfarb
|
|
|
|
|
Name:
|
|
Murray Goldfarb
|
|
|
|
|
Title:
|
|
Managing Partner
|
|
|
|
Dated: November 13, 2017
|
|
|
|
BROOKFIELD BPY RETAIL HOLDINGS III LLC
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Michelle L. Campbell
|
|
|
|
|
Name:
|
|
Michelle L. Campbell
|
|
|
|
|
Title:
|
|
Senior Vice President and Secretary
|
|
|
|
Dated: November 13, 2017
|
|
|
|
BROOKFIELD RETAIL HOLDINGS II SUB III LLC
|
|
|
|
|
|
|
|
|
By:
|
|
Brookfield Asset Management Private Institutional Capital Adviser US, LLC, its managing member
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Murray Goldfarb
|
|
|
|
|
Name:
|
|
Murray Goldfarb
|
|
|
|
|
Title:
|
|
Managing Partner
|
|
|
|
|
|
|
|
Dated: November 13, 2017
|
|
|
|
BW PURCHASER, LLC
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Michelle L. Campbell
|
|
|
|
|
Name:
|
|
Michelle L. Campbell
|
|
|
|
|
Title:
|
|
Senior Vice President and Secretary
|
|
|
|
Dated: November 13, 2017
|
|
|
|
BROOKFIELD US HOLDINGS INC.
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ A.J. Silber
|
|
|
|
|
Name:
|
|
A.J. Silber
|
|
|
|
|
Title:
|
|
Vice President
|
|
|
|
|
|
|
|
Dated: November 13, 2017
|
|
|
|
BROOKFIELD US CORPORATION
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Josh Zinn
|
|
|
|
|
Name:
|
|
Josh Zinn
|
|
|
|
|
Title:
|
|
Vice President
|
|
|
|
Dated: November 13, 2017
|
|
|
|
BUSC FINANCE LLC
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Josh Zinn
|
|
|
|
|
Name:
|
|
Josh Zinn
|
|
|
|
|
Title:
|
|
Vice President
|
|
|
|
Dated: November 13, 2017
|
|
|
|
BROOKFIELD BPY RETAIL HOLDINGS II SUBCO LLC
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Michelle L. Campbell
|
|
|
|
|
Name:
|
|
Michelle L. Campbell
|
|
|
|
|
Title:
|
|
Senior Vice President and Secretary
|
|
|
|
Dated: November 13, 2017
|
|
|
|
BROOKFIELD OFFICE PROPERTIES INC.
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Keith Hyde
|
|
|
|
|
Name:
|
|
Keith Hyde
|
|
|
|
|
Title:
|
|
Vice President, Taxation
|
|
|
|
Dated: November 13, 2017
|
|
|
|
1706065 ALBERTA ULC
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Keith Hyde
|
|
|
|
|
Name:
|
|
Keith Hyde
|
|
|
|
|
Title:
|
|
Vice President, Taxation
|
|
|
|
|
|
|
|
Dated: November 13, 2017
|
|
|
|
BROOKFIELD HOLDING LIMITED LIABILITY COMPANY
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Dr. László Csontos
|
|
|
|
|
Name:
|
|
Dr. László Csontos
|
|
|
|
|
Title:
|
|
Managing Director
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Eamonn John ODea
|
|
|
|
|
Name:
|
|
Eamonn John ODea
|
|
|
|
|
Title:
|
|
Managing Partner
|
|
|
|
Dated: November 13, 2017
|
|
|
|
BROOKFIELD PROPERTIES, INC.
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Michelle L. Campbell
|
|
|
|
|
Name:
|
|
Michelle L. Campbell
|
|
|
|
|
Title:
|
|
Senior Vice President and Secretary
|
|
|
|
Dated: November 13, 2017
|
|
|
|
BOP (US) LLC
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Michelle L. Campbell
|
|
|
|
|
Name:
|
|
Michelle L. Campbell
|
|
|
|
|
Title:
|
|
Senior Vice President and Secretary
|
|
|
|
Dated: November 13, 2017
|
|
|
|
BROOKFIELD PROPERTIES SUBCO LLC
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Michelle L. Campbell
|
|
|
|
|
Name:
|
|
Michelle L. Campbell
|
|
|
|
|
Title:
|
|
Senior Vice President and Secretary
|
|
|
|
Dated: November 13, 2017
|
|
|
|
BROOKFIELD PROPERTY GROUP LLC
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Murray Goldfarb
|
|
|
|
|
Name:
|
|
Murray Goldfarb
|
|
|
|
|
Title:
|
|
Managing Partner
|
|
|
|
|
|
|
|
Dated: November 13, 2017
|
|
|
|
BPY CANADA SUBHOLDINGS 1 ULC
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Keith Hyde
|
|
|
|
|
Name:
|
|
Keith Hyde
|
|
|
|
|
Title:
|
|
President
|
|
|
|
Dated: November 13, 2017
|
|
|
|
BROOKFIELD PROPERTY SPLIT CORP.
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Michelle L. Campbell
|
|
|
|
|
Name:
|
|
Michelle L. Campbell
|
|
|
|
|
Title:
|
|
Secretary
|
|
|
|
Dated: November 13, 2017
|
|
|
|
BPY RETAIL V LLC
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Michelle L. Campbell
|
|
|
|
|
Name:
|
|
Michelle L. Campbell
|
|
|
|
|
Title:
|
|
Senior Vice President and Secretary
|
|
|
|
Dated: November 13, 2017
|
|
|
|
BROOKFIELD PROPERTIES INVESTOR LLC
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Michelle L. Campbell
|
|
|
|
|
Name:
|
|
Michelle L. Campbell
|
|
|
|
|
Title:
|
|
Senior Vice President and Secretary
|
|
|
|
Dated: November 13, 2017
|
|
|
|
BROOKFIELD BFP HOLDINGS LLC
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Michelle L. Campbell
|
|
|
|
|
Name:
|
|
Michelle L. Campbell
|
|
|
|
|
Title:
|
|
Senior Vice President and Secretary
|
Exhibit Index
|
|
|
Exhibit 99.1
|
|
Letter to the Board, dated November 11, 2017
|
|
|
Exhibit 99.2
|
|
Press release, dated November 13, 2017
|
|
|
Exhibit 99.3
|
|
Investor Presentation, dated November 13, 2017
|
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