SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934 (Amendment No. 1)
The
Howard Hughes Corporation
(Name
of Issuer)
COMMON
STOCK, $0.01 PAR VALUE PER SHARE
(Title
of Class of Securities)
44267D107
(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
November
9, 2010
(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. o
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. 44267D107
|
Page 2 of 22
Pages
|
SCHEDULE
13D
|
1
|
NAMES
OF REPORTING PERSONS
|
||
|
Brookfield
Retail Holdings 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
|
||
|
6,257,951*
|
|||
|
9
|
SOLE
DISPOSITIVE POWER
|
||
|
0
|
|||
|
10
|
SHARED
DISPOSITIVE POWER
|
||
|
6,257,951*
|
|||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH PERSON
|
||
|
6,257,951*
|
|||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
||
|
o
|
|||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||
|
15.1%*
|
|||
|
14
|
TYPE
OF REPORTING PERSON
|
||
|
OO
|
|||
* By virtue of certain voting rights,
the Reporting Person may be deemed to share beneficial ownership of 6,257,951
shares of Common Stock held by all of the Reporting Persons in the aggregate,
representing 15.1% of the shares of Common Stock. See Item
5.
2
|
CUSIP
No. 44267D107
|
Page 3 of 22
Pages
|
SCHEDULE
13D
|
1
|
NAMES
OF REPORTING PERSONS
|
||
|
Brookfield
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
|
||
|
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
|
||
|
6,257,951*
|
|||
|
9
|
SOLE
DISPOSITIVE POWER
|
||
|
0
|
|||
|
10
|
SHARED
DISPOSITIVE POWER
|
||
|
6,257,951*
|
|||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH PERSON
|
||
|
6,257,951*
|
|||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
||
|
o
|
|||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||
|
15.1%*
|
|||
|
14
|
TYPE
OF REPORTING PERSON
|
||
|
OO
|
|||
* By virtue of certain voting rights,
the Reporting Person may be deemed to share beneficial ownership of 6,257,951
shares of Common Stock held by all of the Reporting Persons in the aggregate,
representing 15.1% of the shares of Common Stock. See Item
5.
3
|
CUSIP
No. 44267D107
|
Page 4 of 22
Pages
|
SCHEDULE
13D
|
1
|
NAMES
OF REPORTING PERSONS
|
||
|
Brookfield
Retail Holdings 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
|
||
|
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
|
||
|
6,257,951*
|
|||
|
9
|
SOLE
DISPOSITIVE POWER
|
||
|
0
|
|||
|
10
|
SHARED
DISPOSITIVE POWER
|
||
|
6,257,951*
|
|||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH PERSON
|
||
|
6,257,951*
|
|||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
||
|
o
|
|||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||
|
15.1*
|
|||
|
14
|
TYPE
OF REPORTING PERSON
|
||
|
OO
|
|||
* By virtue of certain voting rights,
the Reporting Person may be deemed to share beneficial ownership of 6,257,951
shares of Common Stock held by all of the Reporting Persons in the aggregate,
representing 15.1% of the shares of Common Stock. See Item
5.
4
|
CUSIP
No. 44267D107
|
Page 5 of 22
Pages
|
SCHEDULE
13D
|
1
|
NAMES
OF REPORTING PERSONS
|
||
|
Brookfield
Retail Holdings IV-A 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
|
||
|
185,357*
|
|||
|
9
|
SOLE
DISPOSITIVE POWER
|
||
|
0
|
|||
|
10
|
SHARED
DISPOSITIVE POWER
|
||
|
185,357*
|
|||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH PERSON
|
||
|
185,357*
|
|||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
||
|
þ
|
|||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||
|
0.5%*
|
|||
|
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 beneficially own the 6,257,951
shares of Common Stock held by all of the Reporting Persons in the aggregate,
representing 15.1% of the shares of Common Stock. See Item 5.
5
|
CUSIP
No. 44267D107
|
Page 6 of 22
Pages
|
SCHEDULE
13D
|
1
|
NAMES
OF REPORTING PERSONS
|
||
|
Brookfield
Retail Holdings IV-B 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
|
||
|
369,967*
|
|||
|
9
|
SOLE
DISPOSITIVE POWER
|
||
|
0
|
|||
|
10
|
SHARED
DISPOSITIVE POWER
|
||
|
369,967*
|
|||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH PERSON
|
||
|
369,967*
|
|||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
||
|
þ
|
|||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||
|
1.0%*
|
|||
|
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 beneficially own the 6,257,951
shares of Common Stock held by all of the Reporting Persons in the aggregate,
representing 15.1% of the shares of Common Stock. See Item 5.
6
|
CUSIP
No. 44267D107
|
Page 7 of 22
Pages
|
SCHEDULE
13D
|
1
|
NAMES
OF REPORTING PERSONS
|
||
|
Brookfield
Retail Holdings IV-C 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
|
||
|
123,947*
|
|||
|
9
|
SOLE
DISPOSITIVE POWER
|
||
|
0
|
|||
|
10
|
SHARED
DISPOSITIVE POWER
|
||
|
123,947*
|
|||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH PERSON
|
||
|
123,947*
|
|||
|
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 beneficially own the 6,257,951
shares of Common Stock held by all of the Reporting Persons in the aggregate,
representing 15.1% of the shares of Common Stock. See Item 5.
7
|
CUSIP
No. 44267D107
|
Page 8 of 22
Pages
|
SCHEDULE
13D
|
1
|
NAME
OF REPORTING PERSONS
|
||
|
Brookfield
Retail Holdings IV-D 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
|
||
|
123,947*
|
|||
|
9
|
SOLE
DISPOSITIVE POWER
|
||
|
0
|
|||
|
10
|
SHARED
DISPOSITIVE POWER
|
||
|
123,947*
|
|||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH PERSON
|
||
|
123,947*
|
|||
|
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 beneficially own the 6,257,951
shares of Common Stock held by all of the Reporting Persons in the aggregate,
representing 15.1% of the shares of Common Stock. See Item 5.
8
|
CUSIP
No. 44267D107
|
Page 9 of 22
Pages
|
SCHEDULE
13D
|
1
|
NAME
OF REPORTING PERSONS
|
||
|
Brookfield
Retail Holdings V LP
|
|||
|
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
|
||
|
417,115*
|
|||
|
9
|
SOLE
DISPOSITIVE POWER
|
||
|
0
|
|||
|
10
|
SHARED
DISPOSITIVE POWER
|
||
|
417,115*
|
|||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH PERSON
|
||
|
417,115*
|
|||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
||
|
þ
|
|||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||
|
1.1%*
|
|||
|
14
|
TYPE
OF REPORTING PERSON
|
||
|
PN
|
|||
* The
Reporting Person may be deemed to be a member of a “group” with the other
Reporting Persons and, therefore, may be deemed beneficially own the 6,257,951
shares of Common Stock held by all of the Reporting Persons in the aggregate,
representing 15.1% of the shares of Common Stock. See Item
5.
9
|
CUSIP
No. 44267D107
|
Page 10 of 22
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
|
||
|
6,257,951*
|
|||
|
9
|
SOLE
DISPOSITIVE POWER
|
||
|
0
|
|||
|
10
|
SHARED
DISPOSITIVE POWER
|
||
|
6,257,951*
|
|||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH PERSON
|
||
|
6,257,951*
|
|||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
||
|
o
|
|||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||
|
15.1%*
|
|||
|
14
|
TYPE
OF REPORTING PERSON
|
||
|
CO
|
|||
* See
Item 5.
10
|
CUSIP
No. 44267D107
|
Page 11 of 22
Pages
|
SCHEDULE
13D
|
1
|
NAME
OF REPORTING PERSONS
|
||
|
Trilon
Bancorp 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
|
||
|
6,257,951*
|
|||
|
9
|
SOLE
DISPOSITIVE POWER
|
||
|
0
|
|||
|
10
|
SHARED
DISPOSITIVE POWER
|
||
|
6,257,951*
|
|||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH PERSON
|
||
|
6,257,951*
|
|||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
||
|
o
|
|||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||
|
15.1%*
|
|||
|
14
|
TYPE
OF REPORTING PERSON
|
||
|
CO
|
|||
* See
Item 5.
11
|
CUSIP
No. 44267D107
|
Page 12 of 22
Pages
|
SCHEDULE
13D
|
1
|
NAME
OF REPORTING PERSONS
|
||
|
Brookfield
Asset Management Private Institutional Capital Adviser (Canada)
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
|
||
|
Canada
|
|||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
|
|
|
0
|
|||
|
8
|
SHARED
VOTING POWER
|
||
|
6,257,951*
|
|||
|
9
|
SOLE
DISPOSITIVE POWER
|
||
|
0
|
|||
|
10
|
SHARED
DISPOSITIVE POWER
|
||
|
6,257,951*
|
|||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH PERSON
|
||
|
6,257,951*
|
|||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
||
|
o
|
|||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||
|
15.1%*
|
|||
|
14
|
TYPE
OF REPORTING PERSON
|
||
|
PN
|
|||
* See
Item 5.
12
|
CUSIP
No. 44267D107
|
Page 13 of 22
Pages
|
SCHEDULE
13D
|
1
|
NAME
OF REPORTING PERSONS
|
||
|
Brookfield
Private Funds 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
|
||
|
6,257,951*
|
|||
|
9
|
SOLE
DISPOSITIVE POWER
|
||
|
0
|
|||
|
10
|
SHARED
DISPOSITIVE POWER
|
||
|
6,257,951*
|
|||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH PERSON
|
||
|
6,257,951*
|
|||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
||
|
o
|
|||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||
|
15.1%*
|
|||
|
14
|
TYPE
OF REPORTING PERSON
|
||
|
CO
|
|||
* See
Item 5
13
|
CUSIP
No. 44267D107
|
Page 14 of 22
Pages
|
|
1
|
NAME
OF REPORTING PERSONS
|
||
|
Brookfield
Retail Split 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
|
||
|
Delaware
|
|||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
|
|
|
0
|
|||
|
8
|
SHARED
VOTING POWER
|
||
|
6,257,951*
|
|||
|
9
|
SOLE
DISPOSITIVE POWER
|
||
|
0
|
|||
|
10
|
SHARED
DISPOSITIVE POWER
|
||
|
6,257,951*
|
|||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH PERSON
|
||
|
6,257,951*
|
|||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
||
|
o
|
|||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||
|
15.1*
|
|||
|
14
|
TYPE
OF REPORTING PERSON
|
||
|
PN
|
|||
* By
virtue of certain voting rights of Brookfield Retail Holdings LLC, the Reporting
Person may be deemed to share beneficial ownership of 6,257,951 shares of Common
Stock held by all of the Reporting Persons in the aggregate, representing 15.1%
of the shares of Common Stock. See Item 5.
14
|
CUSIP
No. 44267D107
|
Page 15 of 22
Pages
|
SCHEDULE
13D
|
1
|
NAME
OF REPORTING PERSONS
|
||
|
Brascan
Asset Management Holdings 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
|
||
|
6,257,951*
|
|||
|
9
|
SOLE
DISPOSITIVE POWER
|
||
|
0
|
|||
|
10
|
SHARED
DISPOSITIVE POWER
|
||
|
6,257,951*
|
|||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH PERSON
|
||
|
6,257,951*
|
|||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
||
|
o
|
|||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||
|
15.1%*
|
|||
|
14
|
TYPE
OF REPORTING PERSON
|
||
|
CO
|
|||
* By
virtue of certain voting rights of Brookfield Retail Holdings LLC, the Reporting
Person may be deemed to share beneficial ownership of 6,257,951 shares of Common
Stock held by all of the Reporting Persons in the aggregate, representing 15.1%
of the shares of Common Stock. See Item 5.
15
|
CUSIP
No. 44267D107
|
Page 16 of 22
Pages
|
|
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
|
||
|
6,257,951*
|
|||
|
9
|
SOLE
DISPOSITIVE POWER
|
||
|
0
|
|||
|
10
|
SHARED
DISPOSITIVE POWER
|
||
|
6,257,951*
|
|||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH PERSON
|
||
|
6,257,951*
|
|||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
||
|
o
|
|||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||
|
15.1%*
|
|||
|
14
|
TYPE
OF REPORTING PERSON
|
||
|
CO
|
|||
* By
virtue of certain voting rights of Brookfield Retail Holdings LLC, the Reporting
Person may be deemed to share beneficial ownership of 6,257,951 shares of Common
Stock held by all of the Reporting Persons in the aggregate, representing 15.1%
of the shares of Common Stock. See Item 5.
16
|
CUSIP
No. 44267D107
|
Page 17 of 22
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
|
||
|
6,257,951*
|
|||
|
9
|
SOLE
DISPOSITIVE POWER
|
||
|
0
|
|||
|
10
|
SHARED
DISPOSITIVE POWER
|
||
|
6,257,951*
|
|||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH PERSON
|
||
|
6,257,951*
|
|||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
||
|
o
|
|||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||
|
15.1%*
|
|||
|
14
|
TYPE
OF REPORTING PERSON
|
||
|
CO
|
|||
* By
virtue of certain voting rights of Brookfield Retail Holdings LLC, the Reporting
Person may be deemed to share beneficial ownership of 6,257,951 shares of Common
Stock held by all of the Reporting Persons in the aggregate, representing 15.1%
of the shares of Common Stock. See Item 5.
17
|
CUSIP
No. 44267D107
|
Page 18 of 22
Pages
|
SCHEDULE
13D
|
1
|
NAME
OF REPORTING PERSONS
|
||
|
Brookfield
REP GP 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
|
||
|
Delaware
|
|||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
|
|
|
0
|
|||
|
8
|
SHARED
VOTING POWER
|
||
|
6,257,951*
|
|||
|
9
|
SOLE
DISPOSITIVE POWER
|
||
|
0
|
|||
|
10
|
SHARED
DISPOSITIVE POWER
|
||
|
6,257,951*
|
|||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH PERSON
|
||
|
6,257,951*
|
|||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
||
|
o
|
|||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||
|
15.1%*
|
|||
|
14
|
TYPE
OF REPORTING PERSON
|
||
|
CO
|
|||
* By
virtue of certain voting rights of Brookfield Retail Holdings LLC, the Reporting
Person may be deemed to share beneficial ownership of 6,257,951 shares of Common
Stock held by all of the Reporting Persons in the aggregate, representing 15.1%
of the shares of Common Stock. See Item 5.
18
Pursuant to Rule 13d-2 promulgated under
the Act, this Schedule 13D/A (this “Amendment
No. 1”) amends the Schedule
13D filed on November 19, 2010 (the “Original
Schedule 13D”) (the Original Schedule 13D and Amendment No.
1 are collectively referred
to herein as the
“Schedule
13D”). This
Amendment No. 1 relates to the common stock, $0.01 par value per share
(the “Common
Stock”), of The Howard Hughes Corporation, a Delaware corporation (the
“Company”).
In connection with the filing of the
Original Schedule 13D, Brascan Asset Management Holdings Limited (“Brascan”) was inadvertently not included as a
Reporting Person. This Amendment No. 1 adds Brascan as a Reporting Person to the
Schedule 13D, and each Item in the Original 13D is hereby deemed applicable to
Brascan in addition to the other Reporting Persons.
Item
2. Identity and Background
Item 2 of the Schedule 13D is hereby
amended in its entirety as follows:
(a) This
Schedule 13D is being filed by each of the following persons (each, a
“Reporting
Person” and collectively, the “Reporting
Persons”):
(i) Brookfield Asset
Management Inc. (“Brookfield”), a
corporation formed under the laws of the Province of Ontario;
(ii) Trilon Bancorp Inc. (“Trilon Bancorp”), a
corporation formed under the laws of the Province of Ontario and a wholly-owned
subsidiary of Brookfield;
(iii) Brookfield Private Funds Holdings
Inc. (“Brookfield
Holdings”), a corporation formed under the laws of the Province of
Ontario and a wholly-owned subsidiary of Trilon Bancorp;
(iv) Brookfield Asset Management
Private Institutional Capital Adviser (Canada) L.P. (“BAM Canada”), a
limited partnership formed under the laws of the Province of Manitoba, of which
Brookfield Holdings is the sole general partner;
(v) Brascan Asset Management
Holdings Limited (“Brascan”), a Canadian
private entity formed under the Canada Business Corporations Act and a direct
wholly-owned subsidiary of Brookfield;
(vi) Brookfield US Holdings Inc.
(“US
Holdings”), a corporation formed under the laws of the Province of
Ontario, a wholly-owned subsidiary of Brascan and an indirect wholly-owned
subsidiary of Brookfield;
(vii) Brookfield US Corporation (“US Corp.”), a
Delaware corporation, a wholly-owned subsidiary of US Holdings and an indirect
wholly-owned subsidiary of Brookfield;
(viii) Brookfield REP GP Inc. (“BRGP”), a Delaware
corporation of which US Corp. is the sole shareholder and an indirect
wholly-owned subsidiary of Brookfield;
(ix) Brookfield Retail Split LP (“Split LP”), a
Delaware limited partnership, of which BRGP is the sole general
partner;
(x) Brookfield Retail Holdings LLC
(“BRH”)
(formerly known as REP Investments LLC), a Delaware limited liability
corporation, of which BAM Canada is the sole managing member;
(xi) Brookfield Retail Holdings II LLC
(“BRH II”), a
Delaware limited liability company, of which BAM Canada is the sole managing
member;
(xii) Brookfield Retail Holdings III
LLC (“BRH
III”), a Delaware limited liability company, of which BAM Canada is the
sole managing member;
(xiii) Brookfield Retail Holdings IV-A
LLC (“BRH
IV-A”), a Delaware limited liability company, of which BAM Canada is the
sole managing member;
(xiv) Brookfield Retail Holdings IV-B
LLC (“BRH
IV-B”), a Delaware limited liability company, of which BAM Canada is the
sole managing member;
(xv) Brookfield Retail Holdings IV-C
LLC (“BRH
IV-C”), a Delaware limited liability company, of which BAM Canada is the
sole managing member;
19
(xvi) Brookfield Retail Holdings IV-D
LLC (“BRH
IV-D”), a Delaware limited liability company, of which BAM Canada is the
sole managing member; and
(xvii) Brookfield Retail Holdings V LP
(“BRH V”), a
Delaware limited partnership, of which BAM Canada is the sole general
partner;
Schedule
I to the Original 13D, with respect to Brookfield, Schedule II to the Original
13D, with respect to Trilon Bancorp, Schedule III to the Original 13D, with
respect to Brookfield Holdings, Schedule IV to the Original 13D with respect to
US Holdings., Schedule V to the Original 13D with respect to US Corp, Schedule
VI to the Original 13D with respect to BRGP, Schedule VII to the Original 13D
with respect to BRH, Schedule VIII to the Original 13D with respect to BRH II,
Schedule IX to the Original 13D with respect to BRH X, Schedule X to the
Original 13D with respect to BRH IV-A, Schedule XI to the Original 13D with
respect to BRH IV-B, Schedule XII to the Original 13D with respect to BRH IV-C,
Schedule XIII to the Original 13D with respect to BRH IV-D, Schedule XIV to the
Original 13D with respect to BRH V and Schedule XV to Amendment No. 1
with respect to Brascan set forth lists of all of the directors and executive
officers or persons holding equivalent positions (the “Scheduled Persons”)
of each such Reporting Person.
(b) The principal business address of each
of Brookfield, Brascan and Trilon Bancorp is 181 Bay Street, Suite 300,
Toronto, Ontario, Canada M5J 2T3. The principal address of each of Brookfield
Holdings, BAM Canada, US Holdings, US Corp., BRGP, Split LP, BRH, BRH II, BRH
III, BRH IV-A, BRH IV-B, BRH IV-C, BRH IV-D and BRH V is Three World Financial
Center, 200 Vesey Street, New York, NY 10281-1021. Schedule I, Schedule II,
Schedule III, Schedule IV, Schedule V, Schedule VI, Schedule VII, Schedule VIII,
Schedule IX, Schedule X, Schedule XI, Schedule XII, Schedule XIII and Schedule
XIV to the Original 13D and Schedule XV to Amendment No. 1 sets forth the
principal business address of each Scheduled Person.
(c) The principal business of Brookfield is
to invest and operate businesses in the real estate, power generation and
infrastructure sectors. The principal business of each of Trilon
Bancorp, Brascan, Brookfield Holdings, US Holdings and US Corp. is to serve as
an investment holding company. The principal business of BRGP is to
serve as general partner of Split LP. The principal business of Split
LP is to invest in the Company and General Growth Properties,
Inc. The principal business of BAM Canada is to serve as
investment manager, managing member or general partner, as applicable, for a
variety of certain private investment vehicles, including each of the Investment Vehicles (as defined
below). The principal activity of each of BRH, BRH II, BRH
III, BRH IV-A, BRH IV-B, BRH IV-C, BRH IV-D and BRH V (each, an “Investment Vehicle”)
is to serve as a special purpose
entity for the purpose of making certain investments in the Company and General
Growth Properties, Inc. Schedule I, Schedule II, Schedule III,
Schedule IV, Schedule V, Schedule VI, Schedule VII, Schedule VIII, Schedule IX,
Schedule X, Schedule XI, Schedule XII, Schedule XIII and Schedule XIV to the
Original 13D and Schedule XV to Amendment No. 1 set forth the principal
occupation or employment of each Scheduled Person.
(d),(e)
During the last five years, none of the Reporting Persons nor any of the
Scheduled Persons (i) has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or (ii) has been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding was or is subject to a judgment, decree, or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
(f) Schedule I, Schedule II, Schedule III,
Schedule IV, Schedule V, Schedule VI, Schedule VII, Schedule VIII, Schedule IX,
Schedule X, Schedule XI, Schedule XII, Schedule XIII and Schedule XIV to the
Original 13D and Schedule XV to Amendment No. 1 set forth the citizenships of
each of the Scheduled Persons who is natural person.
Item
5. Interest in Securities of the Issuer
Item
5(a)-(b) of the Schedule 13D is hereby amended in its entirety as
follows:
(a)-(b)
As of the close of business on February 2, 2011, the Investment Vehicles
directly held and beneficially owned the shares of Common Stock and Warrants
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 37,716,453
shares of Common Stock reported by the Company as outstanding in its Quarterly
Report on Form 10-Q for the quarterly period ended September 30, 2010, filed
with the Securities and Exchange Commission on November 23, 2010,
plus,
where such beneficial ownership includes Warrants, such number of shares of
Common Stock issuable upon exercise of the Warrants included in any such
beneficial ownership calculation.
20
|
Investment Vehicle
|
Common Stock
|
Warrants
|
Beneficial Ownership
|
|
BRH
|
789,145
|
1,247,643
|
5.23%
|
|
BRH
II
|
541,513
|
856,134
|
3.62%
|
|
BRH
III
|
621,147
|
982,036
|
4.14%
|
|
BRH
IV-A
|
71,816
|
113,541
|
0.49%
|
|
BRH
IV-B (1)
|
143,342
|
226,625
|
0.98%
|
|
BRH
IV-C (1)
|
48,023
|
75,924
|
0.33%
|
|
BRH
IV-D
|
48,023
|
75,924
|
0.33%
|
|
BRH
V
|
161,609
|
255,506
|
1.10%
|
|
Total:
|
2,424,618
|
3,833,333
|
15.06%
|
1) The
shares of Common Stock and Warrants are held directly by Brookfield US Retail
Holdings LLC. Pursuant to the BRH IV-B Agreement and BRH IV-C Agreement, as
applicable, the applicable Investment Vehicle shares investment and voting power
(but not with Brookfield US Retail Holdings LLC) over the shares of Common Stock
and Warrants held directly by Brookfield US Retail Holdings LLC.
As
managing member or general partner, as applicable, of each of the Investment
Vehicles, BAM Canada may be deemed, subject to restrictions on its authority
imposed by the Voting Agreement, to beneficially own all shares of Common Stock
and Warrants owned by each of the Investment Vehicles, consisting of 2,424,618
shares of Common Stock and Warrants exercisable to purchase 3,833,333 shares of
Common Stock, collectively representing 15.1% of the Common Stock. As
direct and indirect controlling persons of BAM Canada, each of Brookfield
Holdings, Trilon Bancorp and Brookfield may be deemed to share with BAM Canada
beneficial ownership of such shares of Common Stock and Warrants.
Split LP
is the non-managing member of BRH. By virtue of (i) its ability under
the Operating Agreement of BRH to appoint and remove the board of directors of
BRH and (ii) the ability of the board of directors of BRH to direct BAM Canada
on behalf of BRH to veto any action requiring a hyper-majority vote under the
Voting Agreement (including voting decisions with respect to, and material
dispositions of, Common Stock by the Investment Vehicles), Split LP may be
deemed to share voting and investment power with respect to the 6,257,951 shares
of Common Stock owned by the Investment Vehicles, representing approximately
15.1% of the shares of the Common Stock. As direct and indirect
controlling persons of Split LP, BRGP, US Holdings, US Corp., Brascan and
Brookfield may be deemed to share with Split LP beneficial ownership of such
shares of Common Stock and Warrants.
None of
the Reporting Persons has sole voting or investment power with respect to any
shares of Common Stock or Warrants.
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 and Warrants held by all members of
the “group.” Accordingly, each of the Reporting Persons may be deemed
to beneficially own 6,257,951 shares of Common Stock (which includes the
3,833,333 shares of Common Stock issuable upon exercise of the Warrants held by
all Reporting Persons), constituting beneficial ownership of 15.1% of the shares
of the Common Stock. Each of the Investment Vehicles expressly
disclaims, to the extent permitted by applicable law, beneficial ownership of
any shares of Common Stock and Warrants held by each of the other Investment
Vehicles.
By virtue
of (i) the ability of the Northern Trust Company, acting in its capacity as
custodian for the Future Fund Board of Guardians (“Future Fund”) under
the Operating Agreement of BRH II to appoint and remove the members of the board
of directors of BRH II and (ii) the ability of the board of directors of BRH II
to direct BAM Canada on behalf of BRH II to veto any action requiring a
hyper-majority vote under the Voting Agreement (including voting decisions and
material dispositions of Common Stock by the Investment Vehicles), Future Fund
may be deemed to share voting and investment power over the Common Stock and
Warrants held by each of the Investment Vehicles. By virtue of (i)
the ability of Stable Investment Corporation (“Stable”) and Best
Investment Corporation (“Best” and, together
with Stable, “SB”) (both
subsidiaries of China Investment Corporation) under the Operating Agreement of
BRH III to appoint and remove the members of the board of directors of BRH III
and (ii) the ability of the board of directors of BRH III to direct BAM Canada
on behalf of BRH III to veto any action requiring a hyper-majority vote under
the Voting Agreement (including voting decisions and material dispositions of
Common Stock by the Investment Vehicles), SB may be deemed to share voting and
investment power over the Common Stock and Warrants held by each of the
Investment Vehicles. Additionally, by virtue of the various
agreements and arrangements among the Reporting Persons described in this
Schedule 13D, Future Fund and/or SB may be deemed to be members of a “group”
with the Reporting Persons. Neither Future Fund nor SB are Reporting
Persons on this Schedule 13D, and any obligations either of them may have under
Section 13(d) of the Act would have to be satisfied on one or more separate
filings. To the extent that either Future Fund or SB beneficially
owns shares of Common Stock or Warrants that are not held by one of the
Investment Vehicles, the Reporting Persons may be deemed to beneficially own any
such shares of Common Stock or Warrants, but expressly disclaim, to the extent
permitted by applicable law, beneficial ownership thereof.
21
Item
6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
Item 6 of
this statement on Schedule 13D is hereby amended to include:
Pursuant
to Rule 13d-1(k) promulgated under the Act, the Reporting Persons have entered
into an agreement on February 2, 2011, with respect to the joint filing of
this Schedule 13D and any amendment or amendments hereto (the “Joint Filing
Agreement”). The Joint Filing Agreement is attached hereto as
Exhibit 13.
Item
7. Material To Be Filed as Exhibits
|
Exhibit
13
|
Joint
Filing Agreement, dated as of February 2, 2011, by and among Brookfield Asset Management Inc.,
Trilon Bancorp Inc., Brookfield Private Funds Holdings Inc., Brookfield
Asset Management Private Institutional Capital Adviser (Canada) L.P.,
Brascan Asset Management Holdings Limited, Brookfield US Holdings Inc.,
Brookfield US Corporation, Brookfield REP GP Inc., Brookfield Retail Split
LP, Brookfield Retail Holdings LLC, Brookfield Retail Holdings II
LLC, Brookfield Retail Holdings III LLC, Brookfield Retail Holdings IV-A
LLC, Brookfield Retail Holdings IV-B LLC, Brookfield Retail Holdings IV-C
LLC, Brookfield Retail Holdings IV-D LLC and Brookfield Retail Holdings V
LP.
|
22
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: February
2, 2011
|
BROOKFIELD
ASSET MANAGEMENT
|
|
|
By:
|
/s/ Joseph Freedman
|
|
|
Name:
Joseph Freedman
|
||
|
Title:
Senior Managing Partner
|
||
|
By:
|
/s/ Aleks
Novakovic
|
|
|
Name:
Aleks Novakovic
|
||
|
Title:
Senior Vice-President, Taxation
|
||
|
Dated: February
2, 2011
|
BROOKFIELD
ASSET MANAGEMENT PRIVATE
INSTITUTIONAL
CAPITAL ADVISER (CANADA) L.P.
|
|
|
By:
Brookfield Private Funds Holdings Inc., its general
partner
|
||
|
By:
|
/s/ Karen
Ayre
|
|
|
Name:
Karen Ayre
|
||
|
Title:
Vice President
|
||
|
Dated: February
2, 2011
|
BROOKFIELD
PRIVATE FUNDS HOLDINGS INC.
|
|
|
By:
|
/s/ Karen
Ayre
|
|
|
Name:
Karen Ayre
|
||
|
Title:
Vice President
|
||
|
Dated: February
2, 2011
|
TRILON
BANCORP INC.
|
|
|
By:
|
/s/ Aleks
Novakovic
|
|
|
Name:
Aleks Novakovic
|
||
|
Title:
Vice President
|
||
| By: |
/s/ Joseph
Freedman
|
|
|
Name:
Joseph Freedman
|
||
| Title: Vice President | ||
|
Dated: February
2, 2011
|
BROOKFIELD
RETAIL SPLIT LP
|
|
|
By:
Brookfield REP GP Inc., its general partner
|
||
|
By:
|
/s/ Karen
Ayre
|
|
|
Name:
Karen Ayre
|
||
|
Title:
Vice
President
|
||
|
Dated: February
2, 2011
|
BROOKFIELD
RETAIL PREFERRED LLC
|
|
|
By:
Brookfield US Corporation, its managing member
|
||
|
By:
|
/s/ Karen
Ayre
|
|
|
Name:
Karen Ayre
|
||
|
Title:
Vice President
|
||
|
Dated: February
2, 2011
|
BROOKFIELD
US HOLDINGS INC.
|
|
|
By:
|
/s/ Aleks
Novakovic
|
|
|
Name:
Aleks Novakovic
|
||
|
Title:
Vice President
|
||
| By: |
/s/ Joseph
Freedman
|
|
|
Name:
Joseph Freedman
|
||
| Title: Vice President | ||
| Dated: February 2, 2011 |
BRASCAN
ASSET MANAGEMENT HOLDINGS LIMITED
|
|
| By: |
/s/ Aleks
Novakovic
|
|
| Name: Aleks Novakovic | ||
| Title: Vice-President | ||
|
Dated: February
2, 2011
|
BROOKFIELD
US CORPORATION
|
|
|
By:
|
/s/ Karen
Ayre
|
|
|
Name:
Karen Ayre
|
||
|
Title:
Vice President
|
||
|
Dated: February
2, 2011
|
BROOKFIELD
RETAIL HOLDINGS LLC
|
|
|
By:
Brookfield Asset Management Private Institutional Capital
Adviser
(Canada) L.P., its managing member
|
||
|
By:
Brookfield Private Funds Holdings Inc., its general
partner
|
||
|
By:
|
/s/ Karen
Ayre
|
|
|
Name:
Karen Ayre
|
||
|
Title:
Vice President
|
||
|
By:
|
/s/ Moshe
Mandelbaum
|
|
|
Name:
Moshe Mandelbaum
|
||
|
Title:
Vice
President
|
||
|
Dated: February
2, 2011
|
BROOKFIELD
RETAIL HOLDINGS II LLC
|
|
|
By:
Brookfield Asset Management Private Institutional Capital
Adviser
(Canada) L.P., its managing member
|
||
|
By:
Brookfield Private Funds Holdings Inc., its general
partner
|
||
|
By:
|
/s/ Karen
Ayre
|
|
|
Name:
Karen Ayre
|
||
|
Title:
Vice President
|
||
|
By:
|
/s/ Moshe
Mandelbaum
|
|
|
Name:
Moshe Mandelbaum
|
||
|
Title:
Vice President
|
||
|
Dated: February
2, 2011
|
BROOKFIELD
RETAIL HOLDINGS III LLC
|
|
|
By:
Brookfield Asset Management Private Institutional Capital
Adviser
(Canada) L.P., its managing member
|
||
|
By:
Brookfield Private Funds Holdings Inc., its general
partner
|
||
|
By:
|
/s/ Karen
Ayre
|
|
|
Name:
Karen Ayre
|
||
|
Title:
Vice President
|
||
|
By:
|
/s/ Moshe
Mandelbaum
|
|
|
Name:
Moshe Mandelbaum
|
||
|
Title:
Vice President
|
||
|
Dated: February
2, 2011
|
BROOKFIELD
RETAIL HOLDINGS IV-A LLC
|
|
|
By:
Brookfield Asset Management Private Institutional Capital
Adviser
(Canada) L.P., its managing member
|
||
|
By:
Brookfield Private Funds Holdings Inc., its general
partner
|
||
|
By:
|
/s/ Karen
Ayre
|
|
|
Name:
Karen Ayre
|
||
|
Title:
Vice
President
|
||
|
Dated: February
2, 2011
|
BROOKFIELD
RETAIL HOLDINGS IV-B LLC
|
|
|
By:
Brookfield Asset Management Private Institutional Capital
Adviser
(Canada) L.P., its managing member
|
||
|
By:
Brookfield Private Funds Holdings Inc., its general
partner
|
||
|
By:
|
/s/ Karen
Ayre
|
|
|
Name:
Karen Ayre
|
||
|
Title:
Vice President
|
||
|
Dated: February
2, 2011
|
BROOKFIELD
RETAIL HOLDINGS IV-C LLC
|
|
|
By:
Brookfield Asset Management Private Institutional Capital
Adviser
(Canada) L.P., its managing member
|
||
|
By:
Brookfield Private Funds Holdings Inc., its general
partner
|
||
|
By:
|
/s/ Karen
Ayre
|
|
|
Name:
Karen Ayre
|
||
|
Title:
Vice President
|
||
|
Dated: February
2, 2011
|
BROOKFIELD
RETAIL HOLDINGS IV-D LLC
|
|
|
By:
Brookfield Asset Management Private Institutional Capital
Adviser
(Canada) L.P., its managing member
|
||
|
By:
Brookfield Private Funds Holdings Inc., its general
partner
|
||
|
By:
|
/s/ Karen Ayre
|
|
|
Name:
Karen Ayre
|
||
|
Title:
Vice
President
|
||
|
Dated: February
2, 2011
|
BROOKFIELD
RETAIL HOLDINGS V LP
|
|
|
By: Brookfield
Asset Management Private Institutional Capital
Adviser
(Canada) L.P., its general partner
|
||
|
By:
Brookfield Private Funds Holdings Inc., its general
partner
|
||
|
By:
|
/s/ Karen Ayre
|
|
|
Name:
Karen Ayre
|
||
|
Title:
Vice President
|
||
SCHEDULE
XV
Brascan
Asset Management Holdings Ltd.
|
Name and Position of
Officer or Director
|
Principal Business
Address
|
Principal Occupation or
Employment
|
Citizenship
|
|||
|
Dinaz
Dadyburjor,
Director,
Vice-President and Treasurer
|
181
Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3,
Canada
|
Senior
Vice-President, Operations, Brookfield Asset Management
Inc.
|
Canada
|
|||
|
Aleks
Novakovic, Director, Vice-President
|
181
Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3,
Canada
|
Senior
Vice-President, Taxation
Brookfield
Asset Management Inc.
|
Canada
|
|||
|
Sachin
Shah, Director, President
|
181
Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3,
Canada
|
Managing
Partner,
Brookfield
Asset Management Inc.
|
Canada
|
|||
|
Jeffrey
Haar, Vice-President and Secretary
|
181
Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3,
Canada
|
Senior
Vice-President, Legal
Brookfield
Asset Management Inc.
|
Canada
|
|||
|
Cyrus
Madon, Vice-President
|
181
Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3,
Canada
|
Senior
Managing Partner,
Brookfield
Asset Management Inc.
|
Canada
|
EXHIBIT
99.16
JOINT FILING
AGREEMENT
THIS JOINT FILING AGREEMENT is entered
into as of February 2, 2011, by and among the parties hereto. The
undersigned hereby agree that Amendment No. 1 to the Statement on Schedule 13D
with respect to the common stock, par value $0.01 per share (the “Common Stock”), of
The Howard Hughes Corporation., a Delaware corporation, and any amendment thereafter signed by
each of the undersigned shall be (unless otherwise determined by the
undersigned) filed on behalf of each of the undersigned pursuant to and in
accordance with the provisions of Rule 13d-1(k) under the Securities
Exchange Act of 1934, as amended.
|
Dated: February
2, 2011
|
BROOKFIELD
ASSET MANAGEMENT
|
|
|
By:
|
/s/ Joseph Freedman
|
|
|
Name:
Joseph Freedman
|
||
|
Title:
Senior Managing Partner
|
||
|
By:
|
/s/ Aleks Novakovic
|
|
|
Name:
Aleks Novakovic
|
||
|
Title:
Senior Vice-President, Taxation
|
||
|
Dated: February
2, 2011
|
BROOKFIELD
ASSET MANAGEMENT PRIVATE
INSTITUTIONAL
CAPITAL ADVISER (CANADA) L.P.
|
|
|
By:
Brookfield Private Funds Holdings Inc., its general
partner
|
||
|
By:
|
/s/ Karen Ayre
|
|
|
Name:
Karen Ayre
|
||
|
Title:
Vice President
|
||
|
Dated: February
2, 2011
|
BROOKFIELD
PRIVATE FUNDS HOLDINGS INC.
|
|
|
By:
|
/s/ Karen
Ayre
|
|
|
Name:
Karen Ayre
|
||
|
Title:
Vice President
|
||
|
Dated: February
2, 2011
|
TRILON
BANCORP INC.
|
|
|
By:
|
/s/ Aleks Novakovic
|
|
|
Name:
Aleks Novakovic
|
||
|
Title:
Vice President
|
||
| By: |
/s/ Joseph Freedman
|
|
|
Name:
Joseph Freedman
|
||
| Title: Vice President | ||
|
Dated: February
2, 2011
|
BROOKFIELD
RETAIL SPLIT LP
|
|
|
By:
Brookfield REP GP Inc., its general partner
|
||
|
By:
|
/s/ Karen
Ayre
|
|
|
Name:
Karen Ayre
|
||
|
Title:
Vice President
|
||
|
Dated: February
2, 2011
|
BROOKFIELD
RETAIL PREFERRED LLC
|
|
|
By:
Brookfield US Corporation, its managing member
|
||
|
By:
|
/s/ Karen
Ayre
|
|
|
Name:
Karen Ayre
|
||
|
Title:
Vice President
|
||
|
Dated: February
2, 2011
|
BROOKFIELD
US HOLDINGS INC.
|
|
|
By:
|
/s/ Aleks
Novakovic
|
|
|
Name:
Aleks Novakovic
|
||
|
Title:
Vice President
|
||
| By: |
/s/ Joseph Freedman
|
|
|
Name:
Joseph Freedman
|
||
| Title: Vice President | ||
| Dated: February 2, 2011 |
BRASCAN
ASSET MANAGEMENT HOLDINGS LIMITED
|
|
| By: | /s/ Aleks Novakovic | |
| Name: Aleks Novakovic | ||
| Title: Vice-President | ||
|
Dated: February
2, 2011
|
BROOKFIELD
US CORPORATION
|
|
|
By:
|
/s/ Karen
Ayre
|
|
|
Name:
Karen Ayre
|
||
|
Title:
Vice President
|
||
|
Dated: February
2, 2011
|
BROOKFIELD
RETAIL HOLDINGS LLC
|
|
|
By:
Brookfield Asset Management Private Institutional Capital
Adviser
(Canada) L.P., its managing member
|
||
|
By:
Brookfield Private Funds Holdings Inc., its general
partner
|
||
|
By:
|
/s/ Karen
Ayre
|
|
|
Name:
Karen Ayre
|
||
|
Title:
Vice President
|
||
|
By:
|
/s/ Moshe
Mandelbaum
|
|
|
Name:
Moshe Mandelbaum
|
||
|
Title:
Vice President
|
||
|
Dated: February
2, 2011
|
BROOKFIELD
RETAIL HOLDINGS II LLC
|
|
|
By:
Brookfield Asset Management Private Institutional Capital
Adviser
(Canada) L.P., its managing member
|
||
|
By:
Brookfield Private Funds Holdings Inc., its general
partner
|
||
|
By:
|
/s/ Karen
Ayre
|
|
|
Name:
Karen Ayre
|
||
|
Title:
Vice President
|
||
|
By:
|
/s/ Moshe
Mandelbaum
|
|
|
Name:
Moshe Mandelbaum
|
||
|
Title:
Vice President
|
||
|
Dated: February
2, 2011
|
BROOKFIELD
RETAIL HOLDINGS III LLC
|
|
|
By:
Brookfield Asset Management Private Institutional Capital
Adviser
(Canada) L.P., its managing member
|
||
|
By:
Brookfield Private Funds Holdings Inc., its general
partner
|
||
|
By:
|
/s/ Karen
Ayre
|
|
|
Name:
Karen Ayre
|
||
|
Title:
Vice President
|
||
|
By:
|
/s/ Moshe Mandelbaum
|
|
|
Name:
Moshe Mandelbaum
|
||
|
Title:
Vice President
|
||
|
Dated: February
2, 2011
|
BROOKFIELD
RETAIL HOLDINGS IV-A LLC
|
|
|
By:
Brookfield Asset Management Private Institutional Capital
Adviser
(Canada) L.P., its managing member
|
||
|
By:
Brookfield Private Funds Holdings Inc., its general
partner
|
||
|
By:
|
/s/ Karen
Ayre
|
|
|
Name:
Karen Ayre
|
||
|
Title:
Vice President
|
||
|
Dated: February
2, 2011
|
BROOKFIELD
RETAIL HOLDINGS IV-B LLC
|
|
|
By:
Brookfield Asset Management Private Institutional Capital
Adviser
(Canada) L.P., its managing member
|
||
|
By:
Brookfield Private Funds Holdings Inc., its general
partner
|
||
|
By:
|
/s/ Karen
Ayre
|
|
|
Name:
Karen Ayre
|
||
|
Title:
Vice President
|
||
|
Dated: February
2, 2011
|
BROOKFIELD
RETAIL HOLDINGS IV-C LLC
|
|
|
By:
Brookfield Asset Management Private Institutional Capital
Adviser
(Canada) L.P., its managing member
|
||
|
By:
Brookfield Private Funds Holdings Inc., its general
partner
|
||
|
By:
|
/s/ Karen
Ayre
|
|
|
Name:
Karen Ayre
|
||
|
Title:
Vice President
|
||
|
Dated: February
2, 2011
|
BROOKFIELD
RETAIL HOLDINGS IV-D LLC
|
|
|
By:
Brookfield Asset Management Private Institutional Capital
Adviser
(Canada) L.P., its managing member
|
||
|
By:
Brookfield Private Funds Holdings Inc., its general
partner
|
||
|
By:
|
/s/ Karen
Ayre
|
|
|
Name:
Karen Ayre
|
||
|
Title:
Vice
President
|
||
|
Dated: February
2, 2011
|
BROOKFIELD
RETAIL HOLDINGS V LP
|
|
|
By:
Brookfield Asset Management Private Institutional Capital
Adviser
(Canada) L.P., its general partner
|
||
|
By:
Brookfield Private Funds Holdings Inc., its general
partner
|
||
|
By:
|
/s/ Karen Ayre
|
|
|
Name:
Karen Ayre
|
||
|
Title:
Vice President
|
||