As filed with the Securities and Exchange Commission on July 27, 2018.
Registration Nos.
333-224593/224594
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1
to the
FORM S-4 / F-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
GGP Inc.
Brookfield Property Partners L.P.
(Exact Name of each Registrant as Specified in its Charter)
|
|
|
|
|
Delaware
Bermuda
|
|
6798
6500
|
|
27-2963337
Not applicable
|
(State or other jurisdiction of
incorporation or organization)
|
|
(Primary Standard Industrial
Classification Code Number)
|
|
(I.R.S. Employer
Identification Number)
|
350 N. Orleans St., Suite 300, Chicago, Illinois 60654, (312)
960-5000
73 Front Street, 5th Floor, Hamilton, HM 12, Bermuda, +1 (441)
294-3309
(Address, including Zip Code, and Telephone Number, including Area Code, of each
Registrants Principal Executive Offices)
|
|
|
Stacie L. Herron
Executive Vice President, General Counsel and Secretary
GGP Inc.
350 N. Orleans
St., Suite 300
Chicago, Illinois 60654
(312)
960-5000
|
|
Bryan K. Davis
Chief Financial Officer
Brookfield Property Group LLC
Brookfield Place
250 Vesey Street, 15th Floor
New York, New York 10281
(212)
417-7000
|
(Name, Address, including Zip Code, and Telephone Number, including Area Code, of Agent for Service)
|
|
|
|
|
|
|
|
|
|
|
|
|
With copies to:
|
|
|
|
|
|
|
|
|
|
Joseph C. Shenker, Esq.
Robert W. Downes, Esq.
Brian E. Hamilton, Esq.
Sullivan & Cromwell LLP
125 Broad Street
New York, New York 10004
(212)
558-4000
|
|
Alan Klein, Esq.
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, New York 10017
(212)
455-2000
|
|
Michael J. Aiello, Esq.
Matthew J. Gilroy, Esq.
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, New York 10153
(212)
310-8000
|
|
Gilbert G. Menna,
Esq.
Mark S. Opper, Esq.
David H. Roberts, Esq.
Goodwin Procter LLP
100 Northern Avenue
Boston, Massachusetts 02210
(617)
570-1000
|
|
Karrin Powys-Lybbe,
Esq.
Mile T. Kurta, Esq.
Torys
LLP
1114 Avenue of the Americas
New York, New York 10036
(212)
880-6000
|
Approximate date of commencement of the proposed sale of the securities to the public:
As soon as practicable after this Registration Statement becomes effective and upon completion of the transactions described in the enclosed
joint proxy statement/prospectus.
If the securities being registered on this Form are being offered in connection with the formation of a holding
company and there is compliance with General Instruction G, check the following box. ☐
If this Form is filed to register additional
securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, as amended, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box
and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒
Registration Nos. 333-224593/224594
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, a smaller reporting company or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule
12b-2
of the Exchange Act.
|
|
|
|
|
|
|
|
|
|
|
|
|
Large accelerated filer
|
|
☒
|
|
|
|
Accelerated filer
|
|
☐
|
|
|
|
|
|
|
|
|
Non-accelerated filer
|
|
☐
|
|
(Do not check if a smaller reporting company)
|
|
Smaller reporting company
|
|
☐
|
|
|
|
|
|
|
|
|
Emerging growth company
|
|
☐
|
|
|
|
|
|
|
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:
Exchange Act Rule
13e-4(i)
(Cross-Border Issuer Tender Offer) ☐
Exchange Act Rule
14d-1(d)
(Cross-Border Third-Party Tender Offer) ☐
*
|
Explanatory NoteThis registration statement comprises a filing on Form
S-4
with respect to the securities of GGP Inc. and a filing on Form
F-4
with respect to the securities of Brookfield Property Partners L.P.
|
EXPLANATORY NOTE
This post-effective Amendment No. 1 to the joint Registration Statement of GGP Inc. and Brookfield Property Partners L.P. on Form
S-4
and Form
F-4
(Registration Nos.
333-224593/224594)
originally filed with the U.S. Securities and Exchange Commission on
May 2, 2018 (as amended by Amendment No. 1, filed June 11, 2018 and Amendment No. 2, filed June 25, 2018, the Joint Proxy Statement/Prospectus), is being filed for the sole purpose of amending Item 21
to include Exhibit No. 99.7 filed herewith and does not modify any part of the Joint Proxy Statement/Prospectus other than Item 21 and the related Exhibit No. 99.7.
1
PART II Information not required in Prospectus
Item 20.
|
Indemnification of Directors and Officers
|
GGP
Section 145 of the DGCL empowers a Delaware corporation to indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that such person is or was a director,
officer, employee or agent of such corporation or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. The indemnity may include
expenses (including attorneys fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided that such person acted in good faith and in a
manner such person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such persons conduct was unlawful. A Delaware
corporation may indemnify directors, officers, employees and other agents of such corporation in an action by or in the right of the corporation under the same conditions, except that no indemnification is permitted without judicial approval if the
person to be indemnified has been adjudged to be liable to the corporation. Where a present or former director or officer of the corporation is successful on the merits or otherwise in the defense of any action, suit or proceeding referred to above
or in defense of any claim, issue or matter therein, the corporation must indemnify such person against the expenses (including attorneys fees) which he or she actually and reasonably incurred in connection therewith.
The GGP bylaws, as amended, contain provisions that provide for indemnification of officers and directors to the fullest extent permitted by,
and in the manner permissible under, applicable state and federal law, including the DGCL.
As permitted by Section 102(b)(7) of the
DGCL, the GGP charter contains a provision eliminating the personal liability of a director to GGP or its common stockholders for monetary damages for breach of fiduciary duty as a director, subject to certain exceptions.
GGP maintains policies insuring its officers and directors against certain civil liabilities, including liabilities under the Securities Act.
GGP also entered into indemnification agreements with each of its directors, which we refer to as indemnification agreements. Generally,
these agreements attempt to provide the maximum protection permitted by Delaware law with respect to indemnification. The indemnification agreements provide that GGP will pay certain amounts incurred by its directors in connection with any civil,
criminal, administrative or investigative action or proceeding. Such amounts include any expenses, including attorneys fees, judgments, civil or criminal fines, settlement amounts and other expenses customarily incurred in connection with
legal proceedings.
All rights to indemnification by GGP or its subsidiaries existing in favor of present or former directors and officers
of GGP and its subsidiaries for their acts and omissions occurring prior to the effective time of the merger, as provided in the GGP charter, the GGP bylaws and its indemnification agreements, and as described above, shall survive the merger.
At the time of the closing of the Transactions, GGP and GGPOP will enter into a master services agreement, pursuant to which the service
providers, will provide management and administration services to the service recipients. Under the master services agreement, the service recipients have agreed to indemnify the service providers, their affiliates, directors, officers, agents,
subcontractors, contractors, delegates, members, partners, shareholders and employees to the fullest extent permitted by law from and against any claims, liabilities, losses, damages, costs or expenses (including legal fees) incurred by them or
threatened in connection with the business, investments and activities of the service recipients or in respect of or arising from the management services agreement or the services provided thereunder, except to the extent that the claims,
liabilities, losses, damages, costs or expenses are determined to have resulted from the indemnified persons bad faith, fraud, willful misconduct, gross negligence or, in the case of a criminal matter, action that the indemnified person knew
to have been unlawful.
II-1
As of the effective time of the merger, BPY or GGP will have purchased a tail
insurance policy with a claims period of at least six (6) years from and after the effective time of the merger with respect to directors and officers liability insurance with benefits and levels of coverage at least as favorable as
GGPs existing policies (in the aggregate) with respect to matters existing or occurring at or prior to the effective time, subject to certain limitation and premium thresholds.
BPY
The laws of Bermuda
permit the partnership agreement of a limited partnership, such as BPY, to provide for the indemnification of a partner, the officers and directors of a partner and any other person against any and all claims and demands whatsoever, except to the
extent that the indemnification may be held by the courts of Bermuda to be contrary to public policy or to the extent that the laws of Bermuda prohibit indemnification against personal liability that may be imposed under specific provisions of the
laws of Bermuda. The laws of Bermuda also permit a partnership to pay or reimburse an indemnified persons expenses in advance of a final disposition of a proceeding for which indemnification is sought.
Under BPYs limited partnership agreement, BPY is required to indemnify to the fullest extent permitted by law the BPY general partner
and any of its affiliates (and their respective officers, directors, agents, shareholders, partners, members and employees), any person who serves on a governing body of the BPY property partnership, a BPY holding entity, operating entity or any
other holding entity established by BPY and any other person designated by the BPY general partner as an indemnified person, in each case, against all losses, claims, damages, liabilities, costs or expenses (including legal fees and expenses),
judgments, fines, penalties, interest, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, incurred by an indemnified person in connection with BPYs investments and activities or by reason of
their holding such positions, except to the extent that the claims, liabilities, losses, damages, costs or expenses are determined to have resulted from the indemnified persons bad faith, fraud or willful misconduct, or in the case of a
criminal matter, action that the indemnified person knew to have been unlawful. BPYs limited partnership agreement requires BPY to advance funds to pay the expenses of an indemnified person in connection with a matter in which indemnification
may be sought until it is determined that the indemnified person is not entitled to indemnification.
The laws of Bermuda permit the
bye-laws
of an exempted company, such as the BPY general partner, to provide for the indemnification of its officers, directors and shareholders and any other person designated by the company against any and all
claims and demands whatsoever, except to the extent that the indemnification may be held by the courts of Bermuda to be contrary to public policy or to the extent that the laws of Bermuda prohibit indemnification against personal liability that may
be imposed under specific provisions of Bermuda law, such as the prohibition under the Bermuda Companies Act 1981 to indemnify liabilities arising from fraud or dishonesty. The BPY general partners
bye-laws
provide that, as permitted by the laws of Bermuda, it will pay or reimburse an indemnified persons expenses in advance of a final disposition of a proceeding for which indemnification is sought.
Under the BPY general partners
bye-laws,
the BPY general partner is required to indemnify,
to the fullest extent permitted by law, its affiliates, directors, officers, resident representatives, shareholders and employees, any person who serves on a governing body of the BPY property partnership or any of its subsidiaries and certain
others against any and all losses, claims, damages, liabilities, costs or expenses (including legal fees and expenses), judgments, fines, penalties, interest, settlements or other amounts arising from any and all claims, demands, actions, suits or
proceedings, incurred by an indemnified person in connection with BPYs investments and activities or in respect of or arising from their holding such positions; except to the extent that the claims, liabilities, losses, damages, costs or
expenses are determined to have resulted from the indemnified persons bad faith, fraud or willful misconduct, or in the case of a criminal matter, action that the indemnified person knew to have been unlawful. The BPY general partners
bye-laws
require it to advance funds to pay the expenses of an indemnified person in connection with a matter in which indemnification may be sought until it is determined that the indemnified person is not entitled
to indemnification.
II-2
Under the BPY property partnerships limited partnership agreement, the BPY property
partnership is required to indemnify to the fullest extent permitted by law the BPY general partner, BPY and any of their respective affiliates (and their respective officers, directors, agents, shareholders, partners, members and employees), any
person who serves on a governing body of the BPY property partnership, a BPY holding entity, operating entity or any other holding entity established by BPY and any other person designated by the BPY general partner as an indemnified person, in each
case, against all losses, claims, damages, liabilities, costs or expenses (including legal fees and expenses), judgments, fines, penalties, interest, settlements and other amounts arising from any and all claims, demands, actions, suits or
proceedings, incurred by an indemnified person in connection with its business, investments and activities or by reason of their holding such positions, except to the extent that the claims, liabilities, losses, damages, costs or expenses are
determined to have resulted from the indemnified persons bad faith, fraud or willful misconduct, or in the case of a criminal matter, action that the indemnified person knew to have been unlawful. The BPY property partnerships limited
partnership agreement requires it to advance funds to pay the expenses of an indemnified person in connection with a matter in which indemnification may be sought until it is determined that the indemnified person is not entitled to indemnification.
BPY has obtained insurance coverage under which the directors of the BPY general partner are insured, subject to the limits of the
policy, against certain losses arising from claims made against such directors by reason of any acts or omissions covered under the policy in their respective capacities as directors of the BPY general partner, including certain liabilities under
securities laws. The insurance applies in certain circumstances where BPY may not indemnify the BPY general partners directors and officers for their acts or omissions.
Pursuant to the BPY MSA, certain subsidiaries of BAM provide, or arrange for the service providers to provide,
day-to-day
management and administrative services to the service recipients. Under the BPY MSA, the service recipients have agreed to indemnify the service providers,
their affiliates, directors, officers, agents, subcontractors, contractors, delegates, members, partners, shareholders and employees to the fullest extent permitted by law from and against any claims, liabilities, losses, damages, costs or expenses
(including legal fees) incurred by them or threatened in connection with the business, investments and activities of the service recipients or in respect of or arising from the BPY MSA or the services provided thereunder, except to the extent that
the claims, liabilities, losses, damages, costs or expenses are determined to have resulted from the indemnified persons bad faith, fraud or willful misconduct, gross negligence or in the case of a criminal matter, action that the indemnified
person knew to have been unlawful.
As of the effective time of the merger, BPY or BPR (with the election being at BPYs option) will
have purchased a tail insurance policy with a claims period of at least six (6) years from and after the effective time of the merger with respect to directors and officers liability insurance with benefits and levels of
coverage at least as favorable as GGPs existing policies (in the aggregate) with respect to matters existing or occurring at or prior to the effective time, subject to certain limitations and premium thresholds.
Item 21.
|
Exhibits and Financial Statement Schedules
|
The following Exhibits are filed as part of, or are incorporated by reference in, this Joint Proxy Statement/Prospectus:
|
|
|
Exhibit
No.
|
|
Description
|
|
|
2.1*
|
|
Agreement and Plan of Merger, dated as of March 26,
2018, by and among Brookfield Property Partners L.P., Goldfinch Merger Sub Corp. and GGP Inc. (attached as Annex A to the joint proxy statement/prospectus contained in this Registration Statement)
|
|
|
2.2*
|
|
Amendment to Agreement and Plan of Merger, dated as of June 25,
2018, by and among Brookfield Property Partners L.P., Goldfinch Merger Sub Corp. and GGP Inc. (included as part of Annex A to the joint proxy statement/prospectus contained in this Registration Statement)
|
|
|
3.1**
|
|
Articles of Incorporation of Goldfinch Merger Sub Corp., dated March 9, 2018
|
|
|
3.2**
|
|
Bylaws of Incorporation of Goldfinch Merger Sub Corp., dated March 9, 2018
|
II-3
|
|
|
Exhibit
No.
|
|
Description
|
|
|
3.3
|
|
Second Amended and Restated Certificate of Incorporation of GGP Inc., dated May 17,
2017 (incorporated by reference to Exhibit 3.1 to GGP Inc.s Current Report on Form
8-K,
filed on May 18, 2017)
|
|
|
3.4
|
|
Fourth Amended and Restated Bylaws of GGP Inc., dated June 2,
2017 (incorporated by reference to Exhibit 3.1 to GGP Inc.s Current Report on Form
8-K,
filed on June 2, 2017)
|
|
|
3.5
|
|
Certificate of Designations, Preferences and Rights of 6.375% Series A Cumulative Redeemable Preferred Stock filed with the Delaware Secretary
of State on February 11, 2013 (incorporated by reference to Exhibit 3.1 to GGP Inc.s Current Report on Form
8-K,
filed on February 13, 2013)
|
|
|
5.1**
|
|
Validity Opinion of Goodwin Procter LLP
|
|
|
5.2**
|
|
Validity Opinion of Appleby
|
|
|
8.1**
|
|
Opinion of Goodwin Procter LLP as to certain tax matters
|
|
|
8.2**
|
|
Opinion of Torys LLP as to certain tax matters
|
|
|
8.3**
|
|
Opinion of Arnold & Porter Kaye Scholer LLP as to certain tax matters
|
|
|
10.1
|
|
Voting and Support Agreement, dated as of March 26,
2018, by and among GGP Inc. and the stockholders listed on Schedule A thereto (attached as Annex E to the joint proxy statement/prospectus contained in this Registration Statement)
|
|
|
10.2
|
|
Amended and Restated Class B Stock Exchange Agreement, dated as of June 25,
2018, by and among GGP Inc. and the parties listed on Exhibit A thereto (attached as Annex F to the joint proxy statement/prospectus contained in this Registration Statement)
|
|
|
10.3
|
|
Rights Agreement, dated as of April 27,
2018, by and between Brookfield Asset Management Inc. and Wilmington Trust, National Association (attached as Annex L to the joint proxy statement/prospectus contained in this Registration Statement)
|
|
|
10.4
|
|
Letter Agreement, dated as of March 26,
2018, by and between Brookfield Asset Management Inc. and GGP Inc. (attached as Annex G to the joint proxy statement/prospectus contained in this Registration Statement)
|
|
|
10.5
|
|
Letter Agreement, dated as of March 26,
2018, by and between Brookfield Asset Management Inc., Brookfield Property Partners L.P. and GGP Inc. (attached as Annex H to the joint proxy statement/prospectus contained in this Registration Statement)
|
|
|
10.6**
|
|
Form of Joint Governance Agreement, by and between Brookfield Property REIT Inc., Brookfield Property Partners L.P., Brookfield Property Partners
Limited, and Brookfield Properties, Inc.
|
|
|
10.7
|
|
Commitment Letter, dated March
26, 2018, by and among Wells Fargo Bank, National Association, Wells Fargo Securities, LLC, Deutsche Bank AG New York Branch, Deutsche Bank Securities Inc., Deutsche Bank AG Cayman Islands Branch, Morgan Stanley Senior Funding, Inc., Royal Bank of Canada,
RBC Capital Markets, LLC and Brookfield Retail Holdings VII Sub 3 LLC (incorporated by reference to Exhibit 99.6 to the Schedule 13D/A by Brookfield Asset Management Inc. and other parties, filed on March 8, 2013)
|
|
|
10.8**
|
|
Form of Master Services Agreement, by and between Brookfield Asset Management Inc., Brookfield Property REIT Inc., BPR Operating Partnership,
LP, Brookfield Global Property Advisor Limited, Brookfield Property Group LLC, Brookfield Asset Management Private Institutional Capital Adviser US, LLC and BPG Holdings Group Inc.
|
|
|
10.9
|
|
Standstill Agreement between Brookfield Retail Holdings LLC, Brookfield Retail Holdings II LLC, Brookfield Retail Holdings III LLC, Brookfield
Retail Holdings
IV-A
LLC, Brookfield Retail Holdings
IV-B
LLC, Brookfield Retail Holdings
IV-C
LLC, Brookfield Retail Holdings
IV-D
LLC and Brookfield Retail Holdings V LP and GGP Inc., dated November 9, 2010 (incorporated by reference to Exhibit 10.4 to GGP Inc.s Current Report on Form
8-K,
filed on November 12, 2010)
|
|
|
12.1**
|
|
Statement on Computation of Ratio of Consolidated Earnings to Combined Fixed Charges and Preferred Stock Distributions for GGP
|
|
|
12.2**
|
|
Statement of Computation of Ratio of Earnings to Fixed Charges for BPY
|
|
|
23.1**
|
|
Consent of Goodwin Procter LLP (included as part of the opinion filed as Exhibit 5.1 hereto)
|
II-4
*
|
Annexes, schedules, and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation
S-K.
The registrant agrees to furnish supplementally a copy of any omitted attachment
to the U.S. Securities and Exchange Commission on a confidential basis upon request.
|
The undersigned registrants hereby undertake:
(1)
|
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
|
|
(i)
|
to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
|
|
(ii)
|
to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20 percent change in the maximum aggregate offering price set forth in the Calculation of Registration Fee table in the effective registration statement; and
|
|
(iii)
|
to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.
|
II-5
(2)
|
That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
|
(3)
|
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
|
(4)
|
To file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A of Form
20-F
at the start of any delayed offering or
throughout a continuous offering.
|
(5)
|
That, for the purpose of determining liability under the Securities Act of 1933, to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than
registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness;
provided
,
however
, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement
or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of
the registration statement or made in any such document immediately prior to such date of first use.
|
(6)
|
That, for the purpose of determining liability of the registrants under the Securities Act of 1933, to any purchaser in the initial distribution of the securities, the undersigned registrants undertake that in a primary
offering of securities of the undersigned registrants pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of
any of the following communications, the undersigned registrants will be sellers to the purchaser and will be considered to offer or sell such securities to such purchaser:
|
|
(i)
|
any preliminary prospectus or prospectus of the undersigned registrants relating to the offering required to be filed pursuant to Rule 424;
|
|
(ii)
|
any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrants or used or referred to by the undersigned registrants;
|
|
(iii)
|
the portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrants or its securities provided by or on behalf of the undersigned registrants; and
|
|
(iv)
|
any other communication that is an offer in the offering made by the undersigned registrants to the purchaser.
|
The undersigned registrants hereby undertake that, for purposes of determining any liability under the Securities Act of 1933, each filing of
the registrants annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended, (and, where applicable, each filing of an employee benefit plans annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering thereof.
The undersigned registrants hereby undertake to
deliver or cause to be delivered with the prospectus, to each person to whom the prospectus is sent or given, the latest annual report to security holders that is incorporated by reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule
14a-3
or Rule
14c-3
under the Securities Exchange Act of 1934; and, where interim financial information required to be presented by Article 3 of
Regulation
S-X
is not set forth in the prospectus, to deliver, or cause to be delivered to each person to whom the prospectus is sent or given, the latest quarterly report that is specifically incorporated by
reference in the prospectus to provide such interim financial information.
II-6
The undersigned registrants hereby undertake as follows: that prior to any public reoffering of
the securities registered hereunder through use of a prospectus, which is a part of this Registration Statement, by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c), the issuer undertakes that such reoffering
prospectus will contain the information called for by the applicable registration form with respect to reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.
The registrants undertake that every prospectus: (i) that is filed pursuant to the immediately preceding paragraph, or (ii) that
purports to meet the requirements of Section 10(a)(3) of the Securities Act of 1933 and is used in connection with an offering of securities subject to Rule 415, will be filed as a part of an amendment to the registration statement and will not
be used until such amendment is effective, and that, for purposes of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as
indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or controlling persons of the registrants pursuant to the foregoing provisions, or otherwise, the registrants have been advised that in
the opinion of the U.S. Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the
payment by the registrants of expenses incurred or paid by a director, officer or controlling person of the registrants in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrants will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
The undersigned
registrants hereby undertake: (i) to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11 or 13 of this Form, within one (1) business day of receipt of such request, and
to send the incorporated documents by first class mail or other equally prompt means, and (ii) in the case of BPY, to arrange or provide for a facility in the United States for the purpose of responding to such requests. The undertaking in
subparagraph (i) above includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.
The undersigned registrants hereby undertake to supply by means of a post-effective amendment all information concerning a transaction, and
the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.
II-7
SIGNATURES OF GGP
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this post-effective Amendment No. 1 to this
registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in New York, New York, on July 27, 2018.
|
|
|
GGP INC.
|
|
|
By:
|
|
/s/ Sandeep Mathrani
|
Name:
|
|
Sandeep Mathrani
|
Title:
|
|
Chief Executive Officer
|
Pursuant to the requirements of the Securities Act of 1933, this post-effective Amendment No. 1 to
this registration statement has been signed by the following persons in the capacities indicated on July 27, 2018.
|
|
|
Signature
|
|
Title
|
|
|
/s/ Sandeep Mathrani
|
|
Director and Chief Executive Officer
(Principal Executive Officer)
|
Sandeep Mathrani
|
|
|
|
*
|
|
Chief Financial Officer
(Principal Financial Officer)
|
Heath R. Fear
|
|
|
|
*
|
|
Chief Accounting Officer
(Principal Accounting Officer)
|
Tara L. Marszewski
|
|
|
|
*
|
|
Director
|
Richard B. Clark
|
|
|
|
|
*
|
|
Director
|
Mary Lou Fiala
|
|
|
|
|
*
|
|
Director
|
J. Bruce Flatt
|
|
|
|
|
*
|
|
Director
|
Janice R. Fukakusa
|
|
|
|
|
*
|
|
Director
|
John K. Haley
|
|
|
II-8
|
|
|
Signature
|
|
Title
|
|
|
*
|
|
Director
|
Daniel B. Hurwitz
|
|
|
|
|
*
|
|
Director
|
Brian W. Kingston
|
|
|
|
|
*
|
|
Director
|
Christina M. Lofgren
|
|
|
|
|
|
*By:
|
|
/s/ Sandeep Mathrani
|
|
|
Sandeep Mathrani
|
|
|
as
Attorney-in-Fact
|
II-9
SIGNATURES OF BPY
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this post-effective Amendment No. 1 to this
registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Hamilton, Bermuda, on July 27, 2018.
|
|
|
BROOKFIELD PROPERTY PARTNERS L.P.,
|
|
|
by its general partner,
|
|
|
BROOKFIELD PROPERTY PARTNERS LIMITED
|
|
|
By:
|
|
/s/ Jane Sheere
|
Name:
|
|
Jane Sheere
|
Title:
|
|
Secretary
|
Pursuant to the requirements of the
Securities Act of 1933, this post-effective Amendment No. 1 to this registration statement has been signed by the following persons in the capacities indicated on July 27, 2018.
|
|
|
Signature
|
|
Title
|
|
|
*
|
|
Chief Executive Officer of
Brookfield Property Group LLC, a manager of the registrant (Principal Executive Officer)
|
Brian W. Kingston
|
|
|
|
/s/ Bryan K. Davis
|
|
Chief Financial Officer of
Brookfield Property Group LLC, a manager of the registrant (Principal Financial and Accounting Officer)
|
Bryan K. Davis
|
|
|
|
*
|
|
Director of the BPY general partner
|
Jeffrey Blidner
|
|
|
|
|
*
Richard B. Clark
|
|
Chairman of the Board of Directors of the BPY general partner, Director of the BPY general partner
|
|
|
*
|
|
Director of the BPY general partner
|
Soon Young Chang
|
|
|
|
|
*
|
|
Director of the BPY general partner
|
Omar Carneiro da Cunha
|
|
|
|
|
*
|
|
Director of the BPY general partner
|
Stephen DeNardo
|
|
|
|
|
*
|
|
Director of the BPY general partner
|
Louis Joseph Maroun
|
|
|
II-10
|
|
|
Signature
|
|
Title
|
|
|
*
|
|
Director of the BPY general partner
|
Lars Rodert
|
|
|
|
|
*
|
|
Director of the BPY general partner
|
Lisa M. Shalett
|
|
|
|
|
|
*By:
|
|
/s/ Bryan K. Davis
|
|
|
Bryan K. Davis
|
|
|
as
Attorney-in-Fact
|
II-11
AUTHORIZED REPRESENTATIVE
Pursuant to the requirements of the Securities Act of 1933, this post-effective Amendment No. 1 to this registration statement has been
signed below by the undersigned, solely in its capacity as the registrants duly authorized representative in the United States, on July 27, 2018.
|
|
|
Authorized U.S. Representative
|
|
|
By:
|
|
/s/ Bryan K. Davis
|
Name:
|
|
Bryan K. Davis
|
Title:
|
|
Chief Financial Officer of Brookfield Property Group LLC, a manager of the registrant
|
II-12
Grafico Azioni General Growth Properties Prfd A (NYSE:GGPPA)
Storico
Da Giu 2024 a Lug 2024
Grafico Azioni General Growth Properties Prfd A (NYSE:GGPPA)
Storico
Da Lug 2023 a Lug 2024