SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934 (Amendment No. 9)

 

 

Rouse Properties, Inc.

(Name of Issuer)

 

COMMON STOCK, $0.01 PAR VALUE PER SHARE

(Title of Class of Securities)

 

 

779287101

(CUSIP Number)

 

 

Joseph S. Freedman

Brookfield Asset Management, Inc.

Brookfield Place, Suite 300

181 Bay Street, P.O. Box 762

Toronto, Ontario M5J 2T3

Telephone: (416) 956-5182

 

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

Copy to:

 

Gregory B. Astrachan, Esq.

Michael A. Schwartz, Esq.

Willkie Farr & Gallagher LLP

787 Seventh Avenue

New York, NY 10019−6099

(212) 728−8000

 

 

March 11, 2014

(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 person’s 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).

 

 

 
 

 

CUSIP No. 779287101   Page    2     of 29 Pages

 

SCHEDULE 13D

 

1

NAME OF REPORTING PERSONS

 

Brookfield Asset Management Inc.

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) o

(b) þ

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)

 

o

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

 

19,387,625*

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

19,387,625*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

 

19,387,625*

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

o

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

33.6%*

14

TYPE OF REPORTING PERSON

 

CO

       

* See Item 5.

 

2
 

 

CUSIP No. 779287101   Page    3     of 29 Pages

 

SCHEDULE 13D

 

1

NAME OF REPORTING PERSONS

 

Partners Limited

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) o

(b) þ

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)

 

o

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

 

19,387,625*

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

19,387,625*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

 

19,387,625*

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

o

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

33.6%*

14

TYPE OF REPORTING PERSON

 

CO

       

* See Item 5.

 

 

 

 

3
 

 

CUSIP No. 779287101   Page    4     of 29 Pages

 

SCHEDULE 13D

 

1

NAME OF REPORTING PERSONS

 

Brookfield Holdings Canada Inc.

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) o

(b) þ

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)

 

o

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

 

3,226,388*

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

3,226,388*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

 

3,226,388*

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

o

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

5.6%*

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 19,387,625 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 33.6% of the shares of Common Stock. See Item 5.

 

4
 

 

CUSIP No. 779287101   Page    5     of 29 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) o

(b) þ

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)

 

o

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

 

3,226,388*

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

3,226,388*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

 

3,226,388*

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

o

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 19,387,625 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 33.6% of the shares of Common Stock. See Item 5.

 

 

5
 

 

CUSIP No. 779287101   Page    6     of 29 Pages

 

SCHEDULE 13D

 

1

NAME OF REPORTING PERSONS

 

Brookfield US Holdings Inc.

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) o

(b) þ

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)

 

o

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

 

3,226,388*

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

3,226,388*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

 

3,226,388*

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

o

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

5.6%*

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 19,387,625 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 33.6% of the shares of Common Stock. See Item 5.

 

 

6
 

 

CUSIP No. 779287101   Page    7     of 29 Pages

  

SCHEDULE 13D

 

1

NAME OF REPORTING PERSONS

 

Brookfield US Corporation

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) o

(b) þ

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)

 

o

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

 

3,226,388*

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

3,226,388*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

 

3,226,388*

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

o

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

5.6%*

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 19,387,625 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 33.6% of the shares of Common Stock. See Item 5.

 

 

7
 

 

CUSIP No. 779287101   Page    8     of 29 Pages

   

SCHEDULE 13D

 

1

NAMES OF REPORTING PERSONS

 

Brookfield Retail Holdings VII LLC

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) o

(b) þ

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)

 

o

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

 

2,946,661*

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

2,946,661*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

 

2,946,661*

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

þ

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

5.1%*

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 19,387,625 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 33.6% of the shares of Common Stock. See Item 5.

 

 

8
 

 

CUSIP No. 779287101   Page    9     of 29 Pages

  

SCHEDULE 13D

 

1

NAMES OF REPORTING PERSONS

 

Brookfield Retail Holdings II Sub II LLC

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) o

(b) þ

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)

 

o

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

 

10,060*

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

10,060*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

 

10,060*

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

þ

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.02%*

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 19,387,625 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 33.6% of the shares of Common Stock. See Item 5.

 

9
 

 

CUSIP No. 779287101   Page    10     of 29 Pages

 

SCHEDULE 13D

 

1

NAMES OF REPORTING PERSONS

 

Brookfield Retail Holdings III Sub II LLC

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) o

(b) þ

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)

 

o

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

 

11,539*

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

11,539*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

 

11,539*

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

þ

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.02%*

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 19,387,625 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 33.6% of the shares of Common Stock. See Item 5.

 

10
 

 

CUSIP No. 779287101   Page    11     of 29 Pages

 

SCHEDULE 13D

 

1

NAMES OF REPORTING PERSONS

 

Brookfield Retail Holdings IV-A Sub II LLC

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) o

(b) þ

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)

 

o

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

 

151,726*

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

151,726*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

 

151,726*

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

þ

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.3%*

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 19,387,625 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 33.6% of the shares of Common Stock. See Item 5.

 

 

11
 

 

CUSIP No. 779287101   Page    12     of 29 Pages

 

SCHEDULE 13D

 

1

NAMES OF REPORTING PERSONS

 

Brookfield Retail Holdings IV-B Sub II LLC

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) o

(b) þ

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)

 

o

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

 

2,653*

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

2,653*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

 

2,653*

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

þ

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.01%*

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 19,387,625 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 33.6% of the shares of Common Stock. See Item 5.

 

12
 

 

CUSIP No. 779287101   Page    13     of 29 Pages

 

SCHEDULE 13D

 

1

NAMES OF REPORTING PERSONS

 

Brookfield Retail Holdings IV-C Sub II LLC

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) o

(b) þ

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)

 

o

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

 

51,774*

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

51,774*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

 

51,774*

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

þ

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.09%*

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 19,387,625 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 33.6% of the shares of Common Stock. See Item 5.

13
 

 

CUSIP No. 779287101   Page    14     of 29 Pages

 

SCHEDULE 13D

 

1

NAME OF REPORTING PERSONS

 

Brookfield Retail Holdings IV-D Sub II LLC

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) o

(b) þ

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)

 

o

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

 

51,975*

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

51,975*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

 

51,975*

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

þ

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.09%*

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 19,387,625 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 33.6% of the shares of Common Stock. See Item 5.

 

14
 

 

CUSIP No. 779287101   Page    15     of 29 Pages

 

SCHEDULE 13D

 

1

NAME OF REPORTING PERSONS

 

New Brookfield Retail Holdings R 2 LLC

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) o

(b) þ

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)

 

o

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

 

14,995,702*

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

14,995,702*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

 

14,995,702*

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

o

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

26.0%*

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 19,387,625 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 33.6% of the shares of Common Stock. See Item 5.

 

15
 

 

CUSIP No. 779287101   Page    16     of 29 Pages

 

SCHEDULE 13D

 

1

NAME OF REPORTING PERSONS

 

Brookfield Property Partners Limited

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) o

(b) þ

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)

 

o

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

 

19,387,625*

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

19,387,625*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

 

19,387,625*

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

o

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

33.6%*

14

TYPE OF REPORTING PERSON

 

CO

       

* See Item 5.

 

16
 

 

CUSIP No. 779287101   Page    17     of 29 Pages

 

SCHEDULE 13D

 

1

NAME OF REPORTING PERSONS

 

Brookfield Property Partners LP

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) o

(b) þ

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)

 

o

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

 

19,387,625*

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

19,387,625*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

 

19,387,625*

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

o

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

33.6%*

14

TYPE OF REPORTING PERSON

 

OO

       

* See Item 5.

 

17
 

 

CUSIP No. 779287101   Page   18     of 29 Pages

 

SCHEDULE 13D

 

1

NAME OF REPORTING PERSONS

 

Brookfield Property L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) o

(b) þ

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)

 

o

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

 

19,387,625*

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

19,387,625*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

 

19,387,625*

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

o

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

33.6%*

14

TYPE OF REPORTING PERSON

 

CO

       

* See Item 5.

 

18
 

 

CUSIP No. 779287101   Page    19     of 29 Pages

 

SCHEDULE 13D

 

1

NAME OF REPORTING PERSONS

 

Brookfield BPY Holdings Inc.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) o

(b) þ

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)

 

o

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

 

19,387,625*

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

19,387,625*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

 

19,387,625*

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

o

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

33.6%*

14

TYPE OF REPORTING PERSON

 

CO

       

* See Item 5.

 

 

 

19
 

 

CUSIP No. 779287101   Page    20     of 29 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) o

(b) þ

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)

 

o

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

 

19,387,625*

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

19,387,625*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

 

19,387,625*

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

o

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

33.6%*

14

TYPE OF REPORTING PERSON

 

CO

       

* See Item 5.

 

 

20
 

 

CUSIP No. 779287101   Page    21     of 29 Pages

 

SCHEDULE 13D

 

1

NAME OF REPORTING PERSONS

 

BPY Canada Subholdings 3 ULC

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) o

(b) þ

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)

 

o

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

 

19,387,625*

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

19,387,625*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

 

19,387,625*

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

o

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

33.6%*

14

TYPE OF REPORTING PERSON

 

CO

       

* See Item 5.

 

21
 

 

CUSIP No. 779287101   Page    22     of 29 Pages

  

SCHEDULE 13D

 

1

NAME OF REPORTING PERSONS

 

BPY Canada Subholdings 4 ULC

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) o

(b) þ

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)

 

o

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

 

19,387,625*

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

19,387,625*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

 

19,387,625*

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

o

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

33.6%*

14

TYPE OF REPORTING PERSON

 

CO

       

* See Item 5.

 

 

22
 

 

CUSIP No. 779287101   Page    23     of 29 Pages

 

SCHEDULE 13D

 

1

NAME OF REPORTING PERSONS

 

BPY Canada Subholdings 2 ULC

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) o

(b) þ

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)

 

o

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

 

19,387,625*

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

19,387,625*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

 

19,387,625*

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

o

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

33.6%*

14

TYPE OF REPORTING PERSON

 

CO

       

* See Item 5.

 

23
 

 

CUSIP No. 779287101   Page    24     of 29 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) o

(b) þ

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)

 

o

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

 

19,387,625*

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

19,387,625*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

 

19,387,625*

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

o

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

33.6%*

14

TYPE OF REPORTING PERSON

 

OO

       

* See Item 5.

 

 

24
 

 

CUSIP No. 779287101   Page    25     of 29 Pages

  

SCHEDULE 13D

 

1

NAME OF REPORTING PERSONS

 

Brookfield BPY Retail Holdings Sub I LLC

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) o

(b) þ

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)

 

o

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

 

1,165,535*

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

1,165,535*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

 

1,165,535*

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

þ

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

2.0%*

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 19,387,625 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 33.6% of the shares of Common Stock. See Item 5.

 

25
 

 

CUSIP No. 779287101   Page    26     of 29 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) o

(b) þ

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)

 

o

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

 

18,222,090*

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

18,222,090*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

 

18,222,090*

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

o

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

31.6%*

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 19,387,625 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 33.6% of the shares of Common Stock. See Item 5.

26
 

 

CUSIP No. 779287101   Page    27     of 29 Pages

 

SCHEDULE 13D

 

1

NAME OF REPORTING PERSONS

 

BPY Retail III LLC

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) o

(b) þ

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)

 

o

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

 

3,226,388*

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

3,226,388*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

 

3,226,388*

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

o

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 19,387,625 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 33.6% of the shares of Common Stock. See Item 5.

 

27
 

 

 

EXPLANATORY NOTE

 

Pursuant to Rule 13d-2 promulgated under the Act, this Schedule 13D/A (this “Amendment No. 9”) amends the Schedule 13D filed on January 23, 2012 (the “Original Schedule 13D”) and amended on March 12, 2012 (“Amendment No. 1”), March 20, 2012 (“Amendment No. 2”), January 3, 2013 (“Amendment No. 3”), April 16, 2013 (“Amendment No. 4”), August 9, 2013 (“Amendment No. 5”), November 5, 2013 (“Amendment No. 6”), January 8, 2014 (“Amendment No. 7”), and January 15, 2014 (“Amendment No. 8”) (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 and this Amendment No. 9 are collectively referred to herein as the “Schedule 13D”). This Amendment No. 9 relates to the common stock, par value $0.01 per share (“Common Stock”), of Rouse Properties, Inc., a Delaware corporation (the “Company”).

 

Item 4. Purpose of the Transaction.

 

Item 4 of the Schedule 13D is hereby amended to include the following:

 

On March 11, 2014, BRH II Sub made a pro rata distribution in-kind of 1,725,311 shares of Common Stock to Future Fund. By virtue of this distribution, Future Fund no longer beneficially owns any shares of Common Stock held by BRH II Sub, and therefore no longer may be deemed to be a member of a “group” with the Reporting Persons.

 

Item 5. Interest in Securities of the Issuer.

 

Item 5(a)-(c) of the Schedule 13D is hereby amended in its entirety as follows:

 

(a)-(b) As of the close of business on March 11, 2014, the Investment Vehicles directly held and beneficially owned the shares of Common Stock indicated on the following table. Each of the Investment Vehicles shares voting and investment power as indicated in the paragraphs below the table. All calculations of percentages of beneficial ownership in this Item 5 and elsewhere in this Schedule 13D are based on the 57,740,516 shares of Common Stock reported by the Company as outstanding as of February 28, 2014 as reported in its Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 5, 2014.

 

Investment Vehicle  Common Stock  Beneficial Ownership
BRH VII  2,946,661  5.1%
BRH II Sub  10,060  0.02%
BRH III Sub  11,539  0.02%
BRH IV-A Sub  151,726  0.3%
BRH IV-B Sub  2,653  0.01%
BRH IV-C Sub  51,774  0.09%
BRH IV-D Sub  51,975  0.09%

 

As managing member or general partner, as applicable, of each of the Investment Vehicles, BAMPIC US may be deemed to beneficially own all shares of Common Stock owned by each of the Investment Vehicles, consisting of 3,226,388 shares of Common Stock, representing 5.6% of the Common Stock. As direct and indirect controlling persons of BAMPIC US, each of BUSHI, BUSC, BHC and Brookfield may be deemed to share with BAMPIC US beneficial ownership of such shares of Common Stock.

 

BPY III is the controlling non-managing member of each Investment Vehicle. BPY III may be deemed to share voting and investment power with respect to the 3,226,388 shares of Common Stock owned by the Investment Vehicles, representing approximately 5.6% of the shares of the Common Stock. As direct and indirect controlling persons of BPY III, each of BPY Holdings II, BPY Holdings I, CanHoldco, CanHoldco 2, CanHoldco 3, CanHoldco 4, CanHoldco 1, Holding LP, BPY, BP Partners Limited, Partners Limited and Brookfield may be deemed to share with BPY III beneficial ownership of such shares of Common Stock and Warrants.

 

As of the close of business on November 1, 2013, BRH R 2 directly held 14,995,702 shares of Common Stock, representing approximately 26.0% of the shares of Common Stock. As direct and indirect controlling persons of BRH R 2, each of BPY Holdings II, BPY Holdings I, CanHoldco, CanHoldco 2, CanHoldco 3, CanHoldco 4, CanHoldco 1, Holding LP, BPY, BP Partners Limited, Partners Limited and Brookfield may be deemed to share with BRH R 2 beneficial ownership of such shares of Common Stock.

 

28
 

 

 

As of the close of business on November 1, 2013, BPY New SPE directly held 1,165,535 shares of Common Stock, representing 2.0% of the Common Stock. As direct and indirect controlling persons of BPY New SPE, each of BPY Holdings I, CanHoldco, CanHoldco 2, CanHoldco 3, CanHoldco 4, CanHoldco 1, Holding LP, BPY, BP Partners Limited, Partners Limited and Brookfield may be deemed to share with BPY New SPE beneficial ownership of such shares of Common Stock.

 

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 and each member of the “group” may be deemed to beneficially own all shares of Common Stock held by all members of the “group.” Accordingly, each of the Reporting Persons may be deemed to beneficially own 19,387,625 shares of Common Stock, constituting beneficial ownership of 33.6% of the shares of the Common Stock. Each of the Investment Vehicles and other 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 Investment Vehicles and Reporting Persons.

 

(c) Except as otherwise described in Item 4 of this Amendment No. 9, none of the Reporting Persons, nor, to their knowledge, any of the Scheduled Persons, has effected any transaction in Common Stock since the filing of Amendment No. 8.

 

 

 

 

 

29
 

 

 

 

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:  March 13, 2014 BROOKFIELD ASSET MANAGEMENT INC.
     
  By: /s/ A.J. Silber
    Name: A.J. Silber
    Title: Vice President
     
  By: /s/ Joseph Freedman
 

Name: Joseph Freedman

Title: Senior Managing Partner

 

 

 Dated:  March 13, 2014 PARTNERS LIMITED
   
     
  By: /s/ Derek Gorgi
    Name: Derek Gorgi
    Title: Assistant Secretary

 

 

 Dated:  March 13, 2014 Brookfield Asset Management Private Institutional Capital Adviser US, LLC
   
  By:  /s/ David J. Stalter
 

Name: David J. Stalter

Title: Director

     
  By:  /s/ Mark Srulowitz
          Name: Mark Srulowitz
          Title: Secretary

 

 

 Dated:  March 13, 2014 BROOKFIELD HOLDINGS CANADA INC.
 

 

 

  By:  /s/ A.J. Silber
 

        Name: A.J. Silber

        Title: Vice President

   
  By:  /s/ Aleks Novakovic
          Name: Aleks Novakovic
 

        Title: Vice President 

 

 
 

 

 Dated:  March 13, 2014 BROOKFIELD PROPERTY PARTNERS LIMITED
 

 

 

 
  By: /s/ Jane Sheere
    Name: Jane Sheere
    Title: Secretary

 

 

 Dated:  March 13, 2014 Brookfield Property PARTNERS L.P.
   
   
 

By: Brookfield Property Partners Limited, its general partner

 

     
  By: /s/Jane Sheere
    Name: Jane Sheere
    Title: Secretary

 

 

 Dated:  March 13, 2014

Brookfield Property L.P.

 

 

  By: Brookfield Property Partners LP, its general partner
   
 

By: Brookfield Property Partners Limited, its general partner

 

   
  By: /s/ Jane Sheere
    Name: Jane Sheere
    Title: Secretary

 

 

 Dated:  March 13, 2014

BROOKFIELD BPY HOLDINGS INC.

 

   
  By:  /s/ John Stinebaugh
    Name: John Stinebaugh
   

Title: Vice President 

 

 
 

 

 

 

Dated:  March 13, 2014 BPY Canada Subholdings 1 ULC
 

 

 

  By:  /s/ John Stinebaugh
 

        Name: John Stinebaugh

        Title: Director

 

 

 Dated:  March 13, 2014

BPY Canada Subholdings 3 ULC

 

 

  By: /s/ John Stinebaugh
         Name: John Stinebaugh
         Title: Director

 

 

Dated:  March 13, 2014 BPY Canada Subholdings 4 ULC
 

 

 

  By:  /s/ John Stinebaugh
 

        Name: John Stinebaugh

        Title: Director

 

 

 

 

 Dated:  March 13, 2014

BPY Canada Subholdings 2 ULC

 

 

  By: /s/ John Stinebaugh
         Name: John Stinebaugh
         Title: Director

 

 

Dated:  March 13, 2014 BROOKFIELD BPY RETAIL HOLDINGS I LLC
 

 

 

  By:  /s/ Jane Sheere
 

        Name: Jane Sheere

        Title: Secretary

 

 

 Dated:  March 13, 2014

Brookfield BPY Retail Holdings II LLC

 

 

  By: /s/ John Stinebaugh
         Name: John Stinebaugh
         Title: President & Chief Financial Officer

 

 

 

Dated:  March 13, 2014 BPY Retail III LLC
 

 

 

  By: /s/ Jane Sheere
          Name: Jane Sheere
          Title: Secretary

 

 
 

 

 

 Dated:  March 13, 2014 Brookfield Retail Holdings VII LLC
 

 

 

  By: /s/ Gregory N. McConnie
          Name: Gregory N. McConnie
          Title: Director

 

 

 Dated:  March 13, 2014

NEW BROOKFIELD RETAIL HOLDINGS R 2 LLC

 

  By: /s/ John Stinebaugh
    Name: John Stinebaugh
    Title: President & Chief Financial Officer

 

  Dated:  March 13, 2014 BROOKFIELD RETAIL HOLDINGS II SUB II LLC
   
  By: Brookfield Asset Management Private Institutional Capital Adviser US, LLC
   
   

 

 

  By: /s/ David J. Stalter
    Name: David J. Stalter
    Title: Director
     
  By: /s/ Karen Ayre
    Name: Karen Ayre
    Title: Vice President

 

 

 Dated:  March 13, 2014 BROOKFIELD RETAIL HOLDINGS III SUB II LLC
   
  By: Brookfield Asset Management Private Institutional Capital Adviser US, LLC
   
   
  By: /s/ David J. Stalter
    Name: David J. Stalter
    Title: Director
     
  By:  /s/ Karen Ayre
    Name: Karen Ayre
    Title: Vice President

 

 
 

 

 Dated:  March 13, 2014 BROOKFIELD RETAIL HOLDINGS IV-A SUB II LLC
   
  By: Brookfield Asset Management Private Institutional Capital Adviser US, LLC
   
   
  By:  /s/ David J. Stalter
    Name: David J. Stalter
    Title: Director
     
  By:  /s/ Karen Ayre
    Name: Karen Ayre
    Title: Vice President

 

 

  Dated:  March 13, 2014 BROOKFIELD RETAIL HOLDINGS IV-B SUB II LLC
   
  By: Brookfield Asset Management Private Institutional Capital Adviser US, LLC
   
   

 

 

  By: /s/ David J. Stalter
    Name: David J. Stalter
    Title: Director
     
  By: /s/ Karen Ayre
    Name: Karen Ayre
    Title: Vice President

 

 

 Dated:  March 13, 2014 BROOKFIELD RETAIL HOLDINGS IV-C SUB II LLC
   
  By: Brookfield Asset Management Private Institutional Capital Adviser US, LLC
   
   

 

 

  By: /s/ David J. Stalter
    Name: David J. Stalter
    Title: Director
     
  By: /s/ Karen Ayre
    Name: Karen Ayre
    Title: Vice President

 

 
 

 

 Dated:  March 13, 2014 BROOKFIELD RETAIL HOLDINGS IV-D SUB II LLC
   
  By: Brookfield Asset Management Private Institutional Capital Adviser US, LLC
   
   

 

 

  By: /s/ David J. Stalter
    Name: David J. Stalter
    Title: Director
     
  By: /s/ Karen Ayre
    Name: Karen Ayre
    Title: Vice President

 

 

Dated:  March 13, 2014 Brookfield US Holdings Inc.
 

 

 

  By: /s/ A. J. Silber
          Name: A. J. Silber
          Title: Vice President

 

 

 Dated:  March 13, 2014 Brookfield US Corporation
 

 

 

  By: /s/ Michelle Campbell
          Name: Michelle Campbell
          Title: Secretary

 

 

 Dated:  March 13, 2014

BROOKFIELD BPY RETAIL HOLDINGS SUB I LLC

 

 

 

  By: /s/ Jane Sheere
          Name: Jane Sheere
          Title: Secretary