lp13da-hhc_chinainv.htm
 
 
 

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)
 
 
Cai Zhiwei
China Investment Corporation, Stable Investment Corporation, Best Investment Corporation
New Poly Plaza
No.1 Chaoyangmen Beidajie
Beijing 100010, P.R. China
Facsimile: +86 (10) 64086282
 
Copy to:
 
Lee Parks, Esq.
Fried, Frank, Harris, Shriver, & Jacobson LLP
One New York Plaza
New York, NY 10004−1980
(212) 859−8000
 
 
 
November 9, 2012
(Date of Event Which Requires Filing of This Statement)
 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. 
 
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
 
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
 
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 
 
 
 
 
 
 
 

SCHEDULE 13D
 
1
NAMES OF REPORTING PERSONS
 
China Investment Corporation
 
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
 
People's Republic of China
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
3,949,890*
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
3,949,890*
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
 
3,949,890*
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
9.99%*
14
TYPE OF REPORTING PERSON
 
CO
 
* By virtue of certain voting rights, the Reporting Person may be deemed to share beneficial ownership of these shares of Common Stock.  See Item 5.
 
 
 
 
SCHEDULE 13D
 
1
NAMES OF REPORTING PERSONS
 
Stable Investment Corporation
 
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
 
People’s Republic of China
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
3,949,890*
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
3,949,890*
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
 
3,949,890*
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
9.99%*
14
TYPE OF REPORTING PERSON
 
CO
 
* By virtue of certain voting rights, the Reporting Person may be deemed to share beneficial ownership of these shares of Common Stock.  See Item 5. 
 
 
 
 
SCHEDULE 13D
 
1
NAMES OF REPORTING PERSONS
 
Best Investment Corporation
 
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
 
People’s Republic of China
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
3,949,890*
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
3,949,890*
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
 
3,949,890*
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
9.99%*
14
TYPE OF REPORTING PERSON
 
CO
 
* By virtue of certain voting rights, the Reporting Person may be deemed to share beneficial ownership of these shares of Common Stock.  See Item 5.
 
 
 
 
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).

 
 
 
 
 
SIGNATURES
 
After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
 
Dated:  November 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
  
       

 
 
 
 
 
SCHEDULE I
 
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
  

 
 
 
 
 
SCHEDULE II
 
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