Joint Filing Agreement
Exhibit 35
THIS JOINT FILING AGREEMENT is entered into as of August 2, 2017, by and among the parties hereto. The undersigned hereby agree that the Statement on Schedule 13D with respect to the common stock, par value $0.01 per share (the “Common Stock”), of GGP Inc., 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: ▇▇▇▇▇▇ ▇, ▇▇▇▇ | ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ MANAGEMENT INC. | |
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |
| Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | ||
| Title: Managing Partner | ||
| By: | /s/ ▇.▇. ▇▇▇▇▇▇ | |
Name: ▇.▇. ▇▇▇▇▇▇ Title: Vice President, Legal Affairs | ||
| Dated: August 2, 2017 | PARTNERS LIMITED | |
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ | |
| Name: ▇▇▇▇▇ ▇▇▇▇▇▇ | ||
| Title: President | ||
| Dated: August 2, 2017 | BPG HOLDINGS GROUP INC. | |
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇ | |
| Name: ▇▇▇▇▇ ▇▇▇▇▇ | ||
| Title: Vice President | ||
| Dated: August 2, 2017 | BPG HOLDINGS GROUP (US) HOLDINGS INC. | |
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇ | |
| Name: ▇▇▇▇▇ ▇▇▇▇▇ | ||
| Title: Vice President | ||
| Dated: August 2, 2017 | Brookfield Asset Management Private Institutional Capital Adviser US, LLC | |
| By: | /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
| Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | ||
| Title: Managing Partner | ||
| By: | /s/ P. ▇▇▇▇▇ ▇▇▇▇▇ | |
| Name: P. ▇▇▇▇▇ ▇▇▇▇▇ | ||
| Title: Vice President | ||
| ||
| Dated: August 2, ▇▇▇▇ | ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ INC. | |
| By: | /s/ ▇.▇. ▇▇▇▇▇▇ | |
| Name: ▇.▇. ▇▇▇▇▇▇ | ||
| Title: Vice President | ||
| Dated: August 2, 2017 | BROOKFIELD PROPERTY PARTNERS LIMITED | |
| By: | /s/ ▇▇▇▇ ▇▇▇▇▇▇ | |
| Name: ▇▇▇▇ ▇▇▇▇▇▇ | ||
| Title: Secretary | ||
| Dated: August 2, 2017 | Brookfield Property PARTNERS L.P. | |
| By: Brookfield Property Partners Limited, its general partner | ||
| By: | /s/ ▇▇▇▇ ▇▇▇▇▇▇ | |
| Name: ▇▇▇▇ ▇▇▇▇▇▇ | ||
| Title: Secretary | ||
| Dated: August 2, 2017 | Brookfield Property L.P. | |
| By: Brookfield Property Partners L.P., its managing general partner | ||
| By: Brookfield Property Partners Limited, its general partner | ||
| By: | /s/ ▇▇▇▇ ▇▇▇▇▇▇ | |
| Name: ▇▇▇▇ ▇▇▇▇▇▇ | ||
| Title: Secretary | ||
| Dated: August 2, 2017 | BROOKFIELD BPY HOLDINGS INC. | |
| By: | /s/ ▇▇▇▇▇ ▇▇ | |
| Name: ▇▇▇▇▇ ▇▇ | ||
| Title: Assistant Secretary | ||
| Dated: August 2, 2017 | BROOKFIELD BPY RETAIL HOLDINGS I LLC | |
| By: | /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ | |
| Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ | ||
| Title: Senior Vice President and Secretary | ||
| Dated: August 2, 2017 | Brookfield BPY Retail Holdings II LLC | |
| By: | /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ | |
| Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ | ||
| Title: Senior Vice President and Secretary | ||
| Dated: August 2, 2017 | BPY Retail III LLC | |
| By: | /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ | |
| Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ | ||
| Title: Senior Vice President and Secretary | ||
| Dated: August 2, 2017 | Brookfield Retail Holdings VII LLC | |
| By: | Brookfield Asset Management Private Institutional Capital Adviser US, LLC, its manager | |
| By: | /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
| Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | ||
| Title: Managing Partner | ||
| By: | /s/ P. ▇▇▇▇▇ ▇▇▇▇▇ | |
| Name: P. ▇▇▇▇▇ ▇▇▇▇▇ | ||
| Title: Vice President | ||
| Dated: August 2, 2017 | BROOKFIELD RETAIL HOLDINGS WARRANTS LLC | |
|
By: |
Brookfield Asset Management Private Institutional Capital Adviser US, LLC, its managing member | |
| By: | /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
| Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | ||
| Title: Managing Partner | ||
| By: | /s/ P. ▇▇▇▇▇ ▇▇▇▇▇ | |
| Name: P. ▇▇▇▇▇ ▇▇▇▇▇ | ||
| Title: Vice President | ||
| Dated: August 2, 2017 | BROOKFIELD BPY RETAIL HOLDINGS III LLC | |
| By: | /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ | |
| Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ | ||
| Title: Senior Vice President and Secretary | ||
| Dated: August 2, 2017 | BPY RETAIL IV LLC | |
| By: | /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ | |
| Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ | ||
| Title: Senior Vice President and Secretary | ||
| Dated: August 2, 2017 | BROOKFIELD RETAIL HOLDINGS II SUB III LLC | |
| By: Brookfield Asset Management Private Institutional Capital Adviser US, LLC, its managing member | ||
| By: | /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
| Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | ||
| Title: Managing Partner | ||
| By: | /s/ P. ▇▇▇▇▇ ▇▇▇▇▇ | |
| Name: P. ▇▇▇▇▇ ▇▇▇▇▇ | ||
| Title: Vice President | ||
| Dated: August 2, 2017 | BROOKFIELD RETAIL HOLDINGS III SUB II LLC | |
| By: Brookfield Asset Management Private Institutional Capital Adviser US, LLC, its managing member | ||
| By: | /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
| Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | ||
| Title: Managing Partner | ||
| By: | /s/ P. ▇▇▇▇▇ ▇▇▇▇▇ | |
| Name: P. ▇▇▇▇▇ ▇▇▇▇▇ | ||
| Title: Vice President | ||
| Dated: August 2, 2017 | BROOKFIELD RETAIL HOLDINGS IV-A SUB II LLC | |
| By: Brookfield Asset Management Private Institutional Capital Adviser US, LLC, its managing member | ||
| By: | /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
| Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | ||
| Title: Managing Partner | ||
| By: | /s/ P. ▇▇▇▇▇ ▇▇▇▇▇ | |
| Name: P. ▇▇▇▇▇ ▇▇▇▇▇ | ||
| Title: Vice President | ||
| Dated: August 2, 2017 | BROOKFIELD RETAIL HOLDINGS IV-B SUB II LLC | |
| By: Brookfield Asset Management Private Institutional Capital Adviser US, LLC, its managing member | ||
| By: | /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
| Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | ||
| Title: Managing Partner | ||
| By: | /s/ P. ▇▇▇▇▇ ▇▇▇▇▇ | |
| Name: P. ▇▇▇▇▇ ▇▇▇▇▇ | ||
| Title: Vice President | ||
| Dated: August 2, 2017 | BROOKFIELD RETAIL HOLDINGS IV-C SUB II LLC | |
| By: Brookfield Asset Management Private Institutional Capital Adviser US, LLC, its managing member | ||
| By: | /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
| Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | ||
| Title: Managing Partner | ||
| By: | /s/ P. ▇▇▇▇▇ ▇▇▇▇▇ | |
| Name: P. ▇▇▇▇▇ ▇▇▇▇▇ | ||
| Title: Vice President | ||
| Dated: August 2, 2017 | BROOKFIELD RETAIL HOLDINGS IV-D SUB II LLC | |
| By: Brookfield Asset Management Private Institutional Capital Adviser US, LLC, its managing member | ||
| By: | /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
| Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | ||
| Title: Managing Partner | ||
| By: | /s/ P. ▇▇▇▇▇ ▇▇▇▇▇ | |
| Name: P. ▇▇▇▇▇ ▇▇▇▇▇ | ||
| Title: Vice President | ||
| Dated: August 2, 2017 | BW PURCHASER, LLC | |
| By: | /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ | |
| Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ | ||
| Title: Senior Vice President and Secretary | ||
| Dated: August 2, 2017 | Brookfield US Holdings Inc. | |
| By: | /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ | |
| Name: ▇.▇. ▇▇▇▇▇▇ | ||
| Title: Vice President | ||
| Dated: August 2, 2017 | Brookfield US Corporation | |
| By: | /s/ ▇▇▇▇ ▇▇▇▇ | |
| Name: ▇▇▇▇ ▇▇▇▇ | ||
| Title: Vice President | ||
| Dated: August 2, 2017 | BUSC FINANCE LLC | |
| By: | /s/ ▇▇▇▇ ▇▇▇▇ | |
| Name: ▇▇▇▇ ▇▇▇▇ | ||
| Title: Vice President | ||
| Dated: August 2, 2017 | BROOKFIELD BPY RETAIL HOLDINGS II SUBCO LLC | |
| By: | /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ | |
| Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ | ||
| Title: Senior Vice President and Secretary | ||
| Dated: August 2, 2017 | NEW BROOKFIELD BPY RETAIL HOLDINGS II LLC | |
| By: | /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ | |
| Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ | ||
| Title: Senior Vice President and Secretary | ||
| Dated: August 2, 2017 | BROOKFIELD OFFICE PROPERTIES INC. | |
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇ | |
| Name: ▇▇▇▇▇ ▇▇▇▇ | ||
| Title: Vice President, Taxation | ||
| Dated: August 2, 2017 | 1706065 ALBERTA ULC | |
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇ | |
| Name: ▇▇▇▇▇ ▇▇▇▇ | ||
| Title: Vice President, Taxation | ||
| Dated: August 2, 2017 | BROOKFIELD HOLDING LIMITED LIABILITY COMPANY | |
| By: | /s/ ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
| Name: ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | ||
| Title: Managing Director | ||
| By: | /s/ Eamonn ▇▇▇▇ ▇’▇▇▇ | |
| Name: Eamonn ▇▇▇▇ ▇’▇▇▇ | ||
| Title: Managing Director | ||
| Dated: August 2, 2017 | BROOKFIELD PROPERTIES, INC. | |
| By: | /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ | |
| Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ | ||
| Title: Senior Vice President and Secretary | ||
| Dated: August 2, 2017 | BOP (US) LLC | |
| By: | /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ | |
| Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ | ||
| Title: Senior Vice President and Secretary | ||
| Dated: August 2, 2017 | BROOKFIELD PROPERTIES SUBCO LLC | |
| By: | /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ | |
| Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ | ||
| Title: Senior Vice President and Secretary | ||
| Dated: August 2, 2017 | BROOKFIELD PROPERTY GROUP LLC | |
| By: | /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
| Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | ||
| Title: Managing Partner | ||
| Dated: August 2, 2017 | BPY CANADA SUBHOLDINGS 1 ULC | |
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇ | |
| Name: ▇▇▇▇▇ ▇▇▇▇ | ||
| Title: President | ||
| Dated: August 2, 2017 | BROOKFIELD PROPERTY SPLIT CORP. | |
| By: | /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ | |
| Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ | ||
| Title: Secretary | ||