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” and, together with this Amendment No. 1, 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”).
Item 2. Identity and Background
Item 2 of the Original 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) China Investment Corporation (“CIC”), a corporation established under the Company Law of the People's Republic of China;
(ii) Stable Investment Corporation (“Stable”), a corporation established under the Company Law of the People's Republic of China; and
(iii) Best Investment Corporation (“Best”), a corporation established under the Company Law of the People's Republic of China.
CIC is the parent entity of CIC International Ltd., which is the parent entity of each of Stable and Best.
Schedule I hereto, with respect to CIC, Schedule II hereto, with respect to Stable, and Schedule III hereto, with respect to Best, 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 CIC, Stable, and Best is New Poly Plaza No.1 Chaoyangmen Beidajie Beijing 100010, P.R. China.
(c) The principal business of each of CIC, Stable and Best is to be an investment company.
(d), (e) During the last five years, none of the Reporting Persons nor, to the best of their knowledge, 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 or 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, and Schedule III hereto set forth the citizenships of each of the Scheduled Persons who is a natural person.
Item 3. Source and Amount of Funds or Other Consideration
The first paragraph of Item 3 is hereby amended in its entirety as follows:
Each of Stable and Best directly hold, and by virtue of being the parent of CIC International Co., Ltd. (“CIC International”), which is the parent of Stable and Best, CIC indirectly holds, an ownership interest in Brookfield Retail Holdings III LLC (“BRH III”), one of the entities listed below (each, an “Investment Vehicle”), which entitles them to certain voting rights with respect to the Common Stock held by all of the Investment Vehicles. Therefore, the Reporting Persons may be deemed to share beneficial ownership of such securities. See Items 4 and 5.
Item 3 of the Schedule 13D is further hereby amended to include the following:
On November 9, 2012, pursuant to the terms of a Warrant Purchase Agreement (as described in Item 4), the Investment Vehicles acquired shares of Common Stock pursuant to the exercise of certain Warrants held by the Investment Vehicles. The source of funds used to pay the exercise prices for the Warrants was the proceeds received by the Investment Vehicles as consideration from a sale of the unexercised Warrants held by them to the Company. Each of (i) the number of Warrants exercised for shares of Common Stock and (ii) the number of Warrants sold to the Company by each Investment Vehicle along with the proceeds received by such Investment Vehicle in exchange for the sale such Warrants is set forth in Item 4.
Item 4. Purpose of the Transaction
Item 4 of the Original Schedule 13D is hereby amended to include the following:
On November 9, 2012, the Investment Vehicles entered into an agreement (the “Warrant Purchase Agreement”) with the Company pursuant to which each Investment Vehicle (i) exercised certain of the Warrants beneficially owned by it for shares of Common Stock and (ii) sold the remaining unexercised Warrants beneficially held by it to the Company in exchange for the consideration set forth below. The number of Warrants exercised by each Investment Vehicle and the number of Warrants sold to the Company by each Investment Vehicle along with the aggregate sale prices with respect to such Warrants sold are set forth in the tables below.
| Investment Vehicle | Warrants Exercised for Common Stock | Shares of Common Stock Acquired |
| BRH HHC | 496,434 | 496,434 |
| BRH II | 340,653 | 340,653 |
| BRH III | 390,749 | 390,749 |
| BRH IV-A | 45,178 | 45,178 |
| BRH IV-B (1) | 90,173 | 90,173 |
| BRH IV-C (1) | 30,210 | 30,210 |
| BRH IV-D | 30,210 | 30,210 |
| BRH V | 101,665 | 101,665 |
| Total: | 1,525,272 | 1,525,272 |
| Investment Vehicle | Warrants Sold to Company | Aggregate Sale Prices |
| BRH HHC | 751,209 | $29,068,416.18 |
| BRH II | 515,481 | $19,946,800.75 |
| BRH III | 591,287 | $22,880,152.66 |
| BRH IV-A | 68,363 | $2,645,341.23 |
| BRH IV-B (1) | 136,452 | $5,280,079.88 |
| BRH IV-C (1) | 45,714 | $1,768,926.59 |
| BRH IV-D | 45,714 | $1,768,926.59 |
| BRH V | 153,841 | $5,952,956.12 |
| Total: | 2,308,061 | $89,311,600.00 |
The summary contained herein of the Warrant Purchase Agreement is not intended to be complete and is qualified in its entirety by reference to the full text of such agreement, a copy of which is filed as Exhibit 10 hereto, and which is incorporated herein by reference.
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 November 9, 2012, 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 39,498,912 shares of Common Stock outstanding, which includes the 37,973,640 shares of Common Stock reported as outstanding as of August 5, 2012 by the Company in its Form 10-Q filed with the Securities and Exchange Commission on August 9, 2012 plus the 1,525,272 shares of Common Stock issued to the Investment Vehicles pursuant to the terms of the Warrant Purchase Agreement.
| Investment Vehicle | Common Stock | Beneficial Ownership |
| BRH HHC | 1,285,579 | 3.25% |
| BRH II | 882,166 | 2.23% |
| BRH III | 1,011,896 | 2.56% |
| BRH IV-A | 116,994 | 0.30% |
| BRH IV-B (1) | 233,515 | 0.59% |
| BRH IV-C (1) | 78,233 | 0.20% |
| BRH IV-D | 78,233 | 0.20% |
| BRH V | 263,274 | 0.67% |
| Total: | 3,949,890 | 9.999% |
(1) The shares of Common Stock 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 held directly by Brookfield US Retail Holdings LLC.
The Reporting Person has no sole voting or investment power with respect to any shares of Common Stock or Warrants.
By virtue of (i) the ability of Stable and Best 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, which owns more than more than 14% of the of the aggregate ownership interests held by all Tier One Parallel Investment Vehicles, 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), Stable and Best may be deemed to share beneficial ownership of the Common Stock held by each of the Investment Vehicles with the Other Filers (as defined below). By virtue of CIC being the parent of CIC International, which is the parent of both Stable and Best, CIC may be deemed to share beneficial ownership of the Common Stock held by each of the Investment Vehicles. Additionally, by virtue of the various agreements and arrangements described in this Schedule 13D, the Reporting Persons may be deemed to be members of a “group” with the Investment Vehicles and Brookfield Asset Management Inc., Partners Limited, Brookfield Holdings Canada Inc., Brookfield Asset Management Private Institutional Capital Adviser (Canada) LP, Brookfield Private Funds Holdings Inc., Brookfield US Holdings Inc., Brookfield US Corporation, and Future Fund Board of Guardians (collectively, the “Other Filers”) with respect to the shares of Common Stock held by the Investment Vehicles as well as any other shares of Common Stock beneficially owned by such Other Filers. None of the Investment Vehicles or the Other Filers is a Reporting Person on this Schedule 13D, and any obligations any of them may have under Section 13(d) of the Act would have to be satisfied on one or more separate filings. Each Reporting Person expressly disclaims, to the extent permitted by applicable law, beneficial ownership of the shares reported herein as well as any other shares of Common Stock beneficially owned by the Other Filers.
(c) Other than the purchase of the shares of Common Stock and the acquisition of Warrants described in Item 4, none of the Reporting Persons, nor to their knowledge, any of the Scheduled Persons, has effected any transaction in Common Stock during the past sixty (60) days.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer1
Item 6 of the Schedule 13D is hereby amended to include the description of the Warrant Purchase Agreement in Item 4 to this Amendment No. 1.
Item 7. Material To Be Filed as Exhibits
Item 7 of this statement on Schedule 13D is hereby amended to include:
| Exhibit 10 | Warrant Purchase Agreement, dated as of November 9, 2012, by and among The Howard Hughes Corporation, Brookfield Retail Holdings HHC 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 (incorporated herein by reference to Exhibit 15 to the Schedule 13D/A #3 filed by Brookfield Asset Management Inc., Partners Limited, Brookfield Holdings Canada Inc., Brookfield Private Funds Holdings Inc., Brookfield Asset Management Private Institutional Capital Adviser (Canada) LP, Brookfield US Holdings Inc., Brookfield US Corporation, Brookfield Retail Holdings HHC 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 on November 14, 2012). |
After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
Dated: November 12, 2012 | CHINA INVESTMENT CORPORATION | |
| | | | |
| | | | |
| | By: | /s/ Lou Jiwei | |
| | | Name: Lou Jiwei | |
| | | Title: Chairman and Chief Executive Officer | |
| | | | |
Dated: November 12, 2012 | STABLE INVESTMENT CORPORATION | |
| | | | |
| | | | |
| | By: | /s/ Li Keping | |
| | | Name: Li Keping | |
| | | Title: Executive Director | |
| | | | |
Dated: November 12, 2012 | BEST INVESTMENT CORPORATION | |
| | | | |
| | | | |
| | By: | /s/ Li Keping | |
| | | Name: Li Keping | |
| | | Title: Executive Director | |
| | | | |
Directors and Executive Officers of China Investment Corporation
The following table sets forth the name, position with China Investment Corporation and present principal occupation of each director and executive officer of China Investment Corporation. Unless otherwise indicated below, the business address of each such person is New Poly Plaza, No. 1 Chaoyangmen Beidajie, Dongcheng District, Beijing, 100010, People’s Republic of China, and each such person is a citizen of the People’s Republic of China.
| Name and Position of Officer or Director | Principal Business Address | Principal Occupation or Employment | Citizenship |
Lou Jiwei Chairman and Chief Executive Officer | | Chairman and Chief Executive Officer of CIC | |
Gao Xiqing Vice Chairman and President | | Vice Chairman and President of CIC | |
Li Keping Executive Director, Executive Vice President and Chief Investment Officer | | Executive Director, Executive Vice President and Chief Investment Officer of CIC | |
Zhang Xiaoqiang Non-Executive Director | 38 South Yuetan Street, Xicheng District, Beijing, China | Deputy Chairman of the National Development and Reform Commission | |
Li Yong Non-Executive Director | 3 Sanlihe Nansanxiang, Xicheng District, Beijing, China | Vice Minister of Finance of the People’s Republic of China | |
Chen Jian Non-Executive Director | No. 2 Dong Chang’an Avenue, Beijing, China | Vice Minister of Commerce of the People’s Republic of China | |
Hu Xiaolian Non-Executive Director | 32 Chengfang Street, Xicheng District, Beijing, China | Deputy Governor of the People’s Bank of China | |
Fang Shangpu Non-Executive Director | Huarong Plaza, No. 18 in Fucheng Road, Haidian District, Beijing | Deputy Administrator of the State Administration of Foreign Exchange | |
Liu Zhongli Independent Director | 3 Sanlihe Nansanxiang, Xicheng District, Beijing, China | Chair of the Chinese Institute of Certified Public Accountants | |
Wang Chunzheng Independent Director | No.22, Xianmen Street, Xicheng District, Beijing, China | Executive Vice Chairman of China Center for International Economic Exchanges | |
Li Xin Employee Director | | Employee Director and Head of Human Resource Department of CIC | |
Jin Liqun Chairman of Board of Supervisors | | Chairman of Board of Supervisors of CIC | |
Peng Chun Executive Vice President | | Executive Vice President of CIC | |
Fan Yifei Executive Vice President | | Executive Vice President of CIC | |
Xie Ping Executive Vice President | | Executive Vice President of CIC | |
Wang Jianxi Executive Vice President | | Executive Vice President of CIC | |
Liang Xiang Executive Vice President | | Executive Vice President of CIC | |
Directors and Executive Officers of Stable Investment Corporation
The following table sets forth the name, position with Stable Investment Corporation and present principal occupation of each director and executive officer of Stable Investment Corporation.
| Name and Position of Officer or Director | Principal Business Address | Principal Occupation or Employment | Citizenship |
| Li Keping, Executive Director | New Poly Plaza, No. 1 Chaoyangmen Beidajie, Dongcheng District, Beijing, 100010 | Executive Director, Executive Vice President and Chief Investment Officer of China Investment Corporation | People’s Republic of China |
SCHEDULE III
Directors and Executive Officers of Best Investment Corporation
The following table sets forth the name, position with Best Investment Corporation and present principal occupation of each director and executive officer of Best Investment Corporation.
| Name and Position of Officer or Director | Principal Business Address | Principal Occupation or Employment | Citizenship |
| Li Keping, Executive Director | New Poly Plaza, No. 1 Chaoyangmen Beidajie, Dongcheng District, Beijing, 100010 | Executive Director, Executive Vice President and Chief Investment Officer of China Investment Corporation | People’s Republic of China |
