RSE Rouse Properties, Inc. (delisted)

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

        To the Stockholders of Rouse Properties, Inc.:

        NOTICE IS HEREBY GIVEN that a Special Meeting of the Stockholders of Rouse Properties, Inc. (the "Company", "we", "our" or "us") will be held at the offices of Sidley Austin LLP, 787 Seventh Avenue, New York, New York, at 10:00 a.m. local time on June 23, 2016, for the following purposes:

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to consider and vote on a proposal to adopt the Agreement and Plan of Merger (as it may be amended from time to time, the "Merger Agreement"), dated as of February 25, 2016, by and among the Company, BSREP II Retail Pooling LLC, a Delaware limited liability company ("Parent"), BSREP II Retail Holdings Corp., a Delaware corporation and a wholly owned subsidiary of Parent ("Acquisition Sub") and, solely for the purposes stated therein, Brookfield Strategic Real Estate Partners II-A L.P., a Delaware limited partnership, Brookfield Strategic Real Estate Partners II-A (ER) L.P., a Delaware limited partnership, Brookfield Strategic Real Estate Partners II-B L.P., a Delaware limited partnership, Brookfield Strategic Real Estate Partners II-C L.P., a Delaware limited partnership, Brookfield Strategic Real Estate Partners II-C (ER) L.P., a Delaware limited partnership, and Brookfield Strategic Real Estate Partners BPY Borrower L.P., a Delaware limited partnership (collectively, the "Guarantors");



2.

to consider and vote on a proposal to approve, by non-binding, advisory vote, compensation that may become payable to the Company's named executive officers in connection with the merger; and



3.

to consider and vote on a proposal to approve any adjournment of the special meeting, if necessary, to solicit additional proxies if there are insufficient votes at the time of the special meeting to adopt the Merger Agreement.

        The holders of record of our common stock, par value $0.01 per share ("Common Stock"), at the close of business on May 24, 2016 are entitled to notice of and to vote at the special meeting or at any adjournment thereof. All stockholders of record are cordially invited to attend the special meeting in person. A list of our stockholders will be available at our headquarters located at 1114 Avenue of the Americas, Suite 2800, New York, NY 10036 during ordinary business hours for ten days prior to the special meeting.

        Parent and Acquisition Sub are indirectly managed by Brookfield Asset Management, Inc. ("BAM"). BAM and its affiliates, including Brookfield Property Partners L.P. and its affiliates, beneficially own, in the aggregate, approximately 33.5% of the outstanding shares of Common Stock. The Merger Agreement provides for, among other things, the acquisition of the Company by Parent through a series of transactions consisting of: (i) after satisfaction or waiver of all closing conditions, an exchange of the Common Stock held by stockholders of the Company that are affiliated with BAM (the "Exchange Parties") for new shares of Series I Preferred Stock of the Company; (ii) on the next business day, if applicable, certain transactions that Parent may request between signing and closing, including the declaration of an extraordinary cash dividend (in an amount to be determined by Parent in its discretion) to the holders of Common Stock (the "Closing Dividend"); and (iii) on the second business day after the Exchange, the merger of Acquisition Sub with and into the Company, with the Company surviving the merger as the surviving corporation (the "Merger").

        As a result of the merger, the Company will be privately owned and will be controlled by BAM and its affiliates through their beneficial ownership of Parent and the Company.

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        We have described the Merger Agreement, the Merger and the related transactions in the accompanying proxy statement, which you should read in its entirety before voting. A copy of the Merger Agreement is attached as Annex A to the proxy statement.

        To assist in evaluating the fairness of the transactions contemplated by the Merger Agreement (the "Transactions") to our stockholders, our Board of Directors (the "Board") formed a special committee (the "Special Committee") consisting of all the members of the Board, other than directors who are employed by BAM or its affiliates (the "Brookfield Directors"), to consider and negotiate the terms and conditions of the Merger Agreement and to make a recommendation to the Board. The Special Committee unanimously determined that the Merger Agreement, the Exchange Agreement and the Transactions, including the Merger, were advisable and in the best interests of all the stockholders of the Company, approved the Merger Agreement, the Exchange Agreement and the Transactions, including the Merger, and recommended that the Board approve the Merger Agreement and the Transactions, including the Merger. The Board, other than the Brookfield Directors, each of whom recused himself and abstained due to his interest in the Transactions, upon the Special Committee's recommendation, unanimously determined that the Merger Agreement, the Exchange Agreement and the Transactions, including the Merger, were advisable and in the best interests of all the stockholders of the Company and approved the execution, delivery and performance of the Merger Agreement and the Exchange Agreement and the consummation of the Transactions, including the Merger.

         The Special Committee and the Board (with the Brookfield Directors abstaining) unanimously recommend that the stockholders of the Company vote "FOR" the proposal to adopt the Merger Agreement and "FOR" the non-binding, advisory proposal to approve compensation that may become payable to the Company's named executive officers in connection with the Merger . In arriving at its recommendation of the Merger Agreement, the Special Committee carefully considered a number of factors which are described in the accompanying proxy statement.

        Stockholders who do not vote in favor of the proposal to adopt the Merger Agreement will have the right to seek appraisal of the fair value of their shares of Common Stock if they deliver a demand for appraisal before the votes are taken on the Merger Agreement and comply with all applicable requirements under Delaware law, which are summarized herein and reproduced in their entirety in Annex F to the accompanying proxy statement

        Your vote is important, regardless of the number of shares of Common Stock you own. The adoption of the Merger Agreement requires, under Delaware law, the affirmative vote of holders of a majority of the outstanding shares of Common Stock. In addition, the Merger Agreement contains a condition to the consummation of the Merger requiring that a majority of the outstanding shares of Common Stock not beneficially owned by Parent or any of its affiliates (including Brookfield Property Partners L.P. and its affiliates) vote in favor of adopting the Merger Agreement. The proposal to adjourn the special meeting to solicit additional proxies, if necessary, and the non-binding, advisory proposal to approve compensation that may become payable to the Company's named executive officers in connection with the Merger, require the affirmative vote of a majority of the voting power of the shares present in person or represented by proxy at the meeting and entitled to vote thereon. Holders of Common Stock as of the record date have one vote for each share of Common Stock owned by such stockholder as of the close of business on the record date. Even if you plan to attend the special meeting in person, we request that you complete, sign, date and return the enclosed proxy card and thus ensure that your shares will be represented at the special meeting if you are unable to attend.

        You also may submit a proxy by using a toll-free telephone number or the Internet. We have provided instructions on the proxy card for using these convenient services.

        If you sign, date and return your proxy card without indicating how you wish to vote, unless you are a record holder as of the record date and attend the special meeting in person, your proxy will be voted in favor of adoption of the Merger Agreement, approval of the non-binding, advisory proposal to approve compensation that may become payable to the Company's named executive officers in connection with the Merger and the proposal to adjourn the special meeting to solicit additional

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proxies, if necessary. If you fail to vote or submit your proxy, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the special meeting and will have the same effect as a vote against the adoption of the Merger Agreement, but will not affect the vote regarding the non-binding, advisory proposal to approve compensation that may become payable to the Company's named executive officers in connection with the Merger or any adjournment of the special meeting to solicit additional proxies, if necessary.

        Your proxy may be revoked at any time before the vote at the special meeting by following the procedures outlined in the accompanying proxy statement. If you are a stockholder of record, attend the special meeting and wish to vote in person, you may revoke your proxy and vote in person.

Dated [     ·     ], 2016
New York, New York

         Important Notice Regarding the Availability of Proxy Materials for the Special Meeting of Stockholders To be Held on June 23, 2016

        This Notice of Special Meeting of Stockholders and the accompanying Proxy Statement may be viewed, printed and downloaded free of charge from the Internet at www.rouseproperties.com.

YOUR VOTE IS IMPORTANT

        Whether or not you plan to attend the special meeting, please complete, sign, date and return the enclosed proxy card. You also may submit a proxy by using a toll-free telephone number or the Internet. We have provided instructions on the proxy card for using these convenient services. Remember, if you do not return your proxy card or vote by proxy via telephone or the Internet or if you abstain from voting, that will have the same effect as a vote "against" adoption of the Merger Agreement. If you are a stockholder of record, attend the special meeting and wish to vote in person, you may revoke your proxy and vote in person.

        If you have any questions or need assistance in voting your shares of Common Stock, then please call Morrow & Co., LLC, which is assisting the Company, toll-free at (855) 264-1296.

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SUMMARY TERM SHEET

        This Summary Term Sheet discusses selected information contained in this proxy statement, including with respect to the Merger Agreement, as defined below, and the Merger, as defined below, and may not contain all the information about the Merger and related transactions that is important to you. We encourage you to read carefully this entire proxy statement, its annexes and the documents referred to or incorporated by reference in this proxy statement. The items in this Summary Term Sheet include page references directing you to a more complete description of that topic in this proxy statement.

The Parties to the Merger Agreement

Rouse Properties Inc.
1114 Avenue of the Americas, Suite 2800
New York, NY 10036
Tel: (212) 608-5108

        Rouse Properties, Inc., referred to as the "Company", "we", "our" or "us", is a Delaware corporation organized in August 2011 and became a separate company when we were spun off from General Growth Properties, Inc. ("GGP") on January 12, 2012. As of December 31, 2015, the Company owns and manages 36 regional malls in 21 states totaling over 24.9 million square feet of retail and ancillary space. We focus on dominant regional malls in protected markets or submarkets in the United States that we believe have significant growth potential through lease-up, repositioning and/or redevelopment. Approximately 80% of our 36 mall assets are the only enclosed malls in their markets or submarkets. We actively manage all of our properties, performing the day-to-day functions, operations, leasing, maintenance, marketing and promotional services. Our platform is national in scope and we believe that it positions us to capitalize on existing department store, junior anchor and broad in-line retailer relationships across our portfolio. The tenant mix within our property portfolio is also balanced, with no single tenant representing more than 5% of our total revenue in 2015, and operate across the retail spectrum including department stores, retail mall shops, leading food court restaurants, fast casual restaurants and high volume sit down restaurants. We elected to be treated as a REIT in 2011. See " Important Information Concerning the Company—Company Background " beginning on page 95.

        Additional information about the Company is contained in its public filings, which are incorporated by reference herein. See " Where You Can Find Additional Information " beginning on page 118.

BSREP II Retail Pooling LLC
c/o Brookfield Property Group
Brookfield Place
250 Vesey Street, 15th Floor
New York, NY 10281
Tel: (212) 417-7000

        BSREP II Retail Pooling LLC, referred to as "Parent", is a newly formed Delaware limited liability company. Parent is managed by Brookfield Strategic Real Estate Partners II GP L.P. as managing shareholder, which is an affiliate of Brookfield Asset Management, Inc., an Ontario corporation, referred to as "BAM". BAM, together with certain of its affiliates, including Brookfield Property Partners L.P., referred to as "BPY", beneficially own approximately 33.5% of the Company's outstanding shares of common stock, par value $0.01 per share, referred to as the "Common Stock". Immediately prior to the effective time of the Merger, such stockholders of the Company that are affiliated with BAM and BPY, collectively referred to as the "Exchange Parties", will exchange their shares of Common Stock for new shares of Series I Preferred Stock of the Company. Parent was

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formed solely for the purpose of engaging in the Merger and other related transactions. Parent has not engaged in any business other than in connection with the Merger and other related transactions. See " Special Factors—The Parties to the Merger—Parent " beginning on page 20.

BSREP II Retail Holdings Corp.
c/o Brookfield Property Group
Brookfield Place
250 Vesey Street, 15th Floor
New York, NY 10281
Tel: (212) 417-7000

        BSREP II Retail Holdings Corp., referred to as "Acquisition Sub" (and together with Parent, the "Parent Parties"), is a Delaware corporation. Acquisition Sub is a wholly owned subsidiary of Parent and was formed solely for the purpose of engaging in the Merger and other related transactions. Acquisition Sub has not engaged in any business other than in connection with the Merger and other related transactions. See " Special Factors—The Parties to the Merger—Acquisition Sub " beginning on page 20.

The Guarantors (as defined below)
c/o Brookfield Property Group
Brookfield Place
250 Vesey Street, 15th Floor
New York, NY 10281
Tel: (212) 417-7000

        Brookfield Strategic Real Estate Partners II-A L.P., a Delaware limited partnership, Brookfield Strategic Real Estate Partners II-A (ER) L.P., a Delaware limited partnership, Brookfield Strategic Real Estate Partners II-B L.P., a Delaware limited partnership, Brookfield Strategic Real Estate Partners II-C L.P., a Delaware limited partnership, Brookfield Strategic Real Estate Partners II-C (ER) L.P., a Delaware limited partnership, and Brookfield Strategic Real Estate Partners BPY Borrower L.P., a Delaware limited partnership (collectively, "the Guarantors" and together with BAM and the Exchange Parties, the "Brookfield Filing Persons") are private investment funds managed by its general partner Brookfield Strategic Real Estate Partners II GP L.P., which is an affiliate of BAM.

The Merger Agreement (Page 76 and Annex A)

        You will be asked to consider and vote upon the proposal to adopt the Agreement and Plan of Merger, dated as of February 25, 2016, by and among the Company, Parent, Acquisition Sub and, for the limited purposes set forth therein, the Guarantors, which, as it may be amended from time to time, is referred to as the "Merger Agreement" and is attached to this proxy statement as Annex A.

        The Merger Agreement provides for, among other things, the acquisition of the Company by Parent through a series of transactions consisting of: (i) after satisfaction or waiver of all closing conditions, an exchange (the "Exchange") by the Exchange Parties, for new shares of Series I Preferred Stock of the Company ("Series I Preferred Stock"); (ii) on the next business day, if applicable, certain transactions that Parent may request between signing and closing, including the declaration of an extraordinary cash dividend (in an amount to be determined by Parent in its discretion) to the holders of Common Stock, which is referred to as the "Closing Dividend"; and (iii) on the second business day after the Exchange, the merger of Acquisition Sub with and into the Company, with the Company surviving the merger as the surviving corporation (the "Surviving Corporation"), which is referred to as the "Merger".

        Through the Closing Dividend and the Merger, each holder of Common Stock, other than Parent, Acquisition Sub, the Company and the Exchange Parties and those holders of Common Stock that have

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properly exercised and perfected their appraisal rights with respect to such shares, will receive $18.25 in cash per share (consisting of the per share Closing Dividend amount and the per share merger consideration), without interest thereon, at the closing of the transactions contemplated by the Merger Agreement, which are referred to as the "Transactions". In connection with the closing, each option to purchase Common Stock that remains outstanding as of immediately prior to the effective time of the Merger will become vested (if then unvested) in full and cancelled, and each holder thereof will be entitled to receive in respect of such option an amount in cash (without interest) equal to the number of shares of Common Stock subject to such option multiplied by the positive difference (if any) between $18.25 and per share exercise price of such option. Also in connection with the closing, each share of Common Stock that is subject to vesting or forfeiture conditions, which is referred to as "Company Restricted Stock", that remains outstanding immediately prior to the effective time of the Merger will be cancelled, and each holder thereof will be entitled to receive $18.25 in cash per share (consisting of the per share Closing Dividend amount and the per share merger consideration) of Company Restricted Stock, without interest thereon.

        The terms of the Merger Agreement, including the amount of the consideration payable to the Company's stockholders thereunder, were the result of extensive negotiations between the Special Committee (as defined below) and BAM during which the Special Committee was deliberate in its process to analyze and evaluate BAM's initial proposal and to negotiate with BAM the terms of the proposed Merger Agreement. As such, the consideration represents a negotiated amount for the acquisition of the Common Stock not already owned by the Exchange Parties and their affiliates through the proposed Closing Dividend and Merger.

The Special Meeting (Page 71)

        A special meeting, referred to as the "Special Meeting", will be held at the offices of Sidley Austin LLP, 787 Seventh Avenue, New York, New York, on June 23, 2016, at 10:00 a.m. local time.

Record Date and Quorum (Page 72)

        The holders of record of the Common Stock as of the close of business on May 24, 2016, the record date for determination of stockholders entitled to notice of and to vote at the Special Meeting, are entitled to receive notice of and to vote at the Special Meeting.

        The presence at the Special Meeting, in person or by proxy, of the holders of a majority of shares of Common Stock outstanding on the record date will constitute a quorum, permitting the Company to conduct its business at the Special Meeting.

Required Vote (Page 72)

        For the Company to complete the Merger, under Delaware law, holders of a majority of the outstanding shares of Common Stock at the close of business on the record date must vote "FOR" the adoption of the Merger Agreement, such vote referred to as the "Stockholder Approval". Subject to the terms of a Voting Agreement, the Exchange Parties have agreed to vote all shares of Common Stock they beneficially own in favor of approving and adopting the Merger Agreement. See " Agreements Involving Common Stock; Transactions Between the Exchange Parties and the Company—Agreements Involving Common Stock—Voting Agreement " beginning on page 94. The Exchange Parties beneficially own approximately 33.5% of the outstanding Common Stock.

        In addition, the Merger Agreement contains a condition to the consummation of the Merger requiring that a majority of the outstanding shares of Common Stock not beneficially owned by Parent or any of its affiliates (including BPY and its affiliates) vote in favor of adopting the Merger Agreement, such vote referred to as the "Minority Approval". Holders of Common Stock as of the

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record date have one vote for each share of Common Stock owned by such stockholder as of the close of business on the record date.

        As of the record date, there were [57,881,641] shares of Common Stock outstanding, of which the Exchange Parties and their affiliates may be deemed to beneficially own 19,387,625 shares, representing in the aggregate approximately 33.5% of the outstanding shares of Common Stock as of the record date.

        Because the Exchange Parties and their affiliates may be deemed to own beneficially 19,387,625 shares of outstanding Common Stock, an additional approximately 19,247,009 shares of Common Stock (representing a majority of the outstanding shares of Common Stock held by all other stockholders), or approximately 33.3% of the outstanding shares of Common Stock, must vote in favor of adopting the Merger Agreement to satisfy the required vote under the Merger Agreement.

        Except in their capacities as members of our board of directors and/or the special committee of directors of our board of directors formed after BAM, on behalf of a real estate fund managed by BAM, offered to acquire all the outstanding shares of the Company's Common Stock, other than those shares held by the Exchange Parties, no officer or director of the Company, nor any of the Exchange Parties, has made any recommendation either in support of or in opposition to the Transactions, including the Merger, or the Merger Agreement. The directors and current executive officers of the Company have informed the Company that as of the date of this proxy statement, they intend to vote in favor of adopting the Merger Agreement. Our board of directors is referred to as the "Board" and the special committee of the Board formed after the BAM offer was received is referred to as the "Special Committee". Unless otherwise stated, all references in this proxy statement to the Board relating to the Board's consideration, discussion, evaluation, recommendation and/or approval of Merger Agreement and the Transactions, including the Merger, exclude Jeffrey Blidner, who is a Senior Managing Partner of BAM, Richard Clark, who is a Senior Managing Partner of BAM and the Chairman of the Brookfield Property Group and BPY, and Brian Kingston, who is a Senior Managing Partner of BAM and the Chief Executive Officer of the Brookfield Property Group and BPY, who are referred to as the "Brookfield Directors", and each of whom abstained and recused themselves from all discussions of the Board relating to the Transactions, including the Merger.

        Stockholders holding a majority of the aggregate voting power of the Common Stock present in person or represented by proxy at the meeting and entitled to vote must vote "FOR" the non-binding, advisory proposal regarding compensation that may become payable to the Company's named executive officers in connection with the Merger (as described in the "Special Factors—Interests of the Company's Directors and Executive Officers in the Merger—Interests of Named Executive Officers" section starting on page 56), referred to as the "Non-Binding Merger-Related Compensation Proposal", in order for such proposal to be approved. Approval of the Non-Binding Merger-Related Compensation Proposal is not a condition to the completion of the Merger, and the vote with respect to the Non-Binding Merger-Related Compensation Proposal is advisory only and will not be binding on Parent or the Company.

Providing Voting Instructions by Proxy

        If you are a stockholder of record, you may provide voting instructions by (i) submitting a proxy by telephone or via the Internet or (ii) submitting the proxy card attached to this proxy statement.

        If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted in favor of the adoption of the Merger Agreement, the approval of the Non-Binding Merger-Related Compensation Proposal and any proposal to adjourn the special meeting, if necessary, to solicit additional proxies. If you fail to vote or return your proxy card, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the special meeting (unless you are a record holder as of the record date and attend the special meeting in person) and will have the same effect as a vote against the adoption of the Merger Agreement, but will

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not affect the vote regarding the Non-Binding Merger-Related Compensation Proposal or any adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies. If your shares are held by a bank, broker or other nominee on your behalf in "street name", your bank, broker or other nominee will send you instructions as to how to provide voting instructions for your shares by proxy. In accordance with the rules of the New York Stock Exchange, referred to as the "NYSE", if a beneficial owner of shares does not provide specific voting instructions to a bank, broker or other nominee that holds shares in "street name" for such beneficial owner, such bank, broker or other nominee has the authority to exercise its voting discretion on any matter the NYSE determines to be a "routine" proposal. However, such bank, broker or other nominee is not allowed to exercise its voting discretion on any matter the NYSE determines to be a "non-routine" proposal. Further, if one or more, but not all, of the matters to be voted upon are "routine" proposals, then a bank, broker or other nominee that does not receive specific voting instructions from the beneficial owner of shares may exercise its voting discretion with respect to the "routine" proposals and may not exercise its voting discretion with respect to the "non-routine" proposals (i.e., a "broker non-vote"). Because all three proposals described in this proxy statement are considered "non-routine" proposals, we do not expect any shares of Common Stock that are held by a banker, broker or nominee for which such bank, broker or nominee has not received voting instructions to be present in person or represented by proxy at the Special Meeting, in which case there will not be any broker non-votes. Any such shares of Common Stock not voted, in person or by proxy, at the Special Meeting will have the same effect as a vote "AGAINST" adoption of the Merger Agreement, but will have no effect on any adjournment proposal or the Non Binding Merger Related Compensation Proposal.

Abstentions

        Abstentions will be included in the calculation of the number of shares of Common Stock represented at the Special Meeting for purposes of determining whether a quorum has been achieved. Abstaining from voting will have the same effect as a vote "AGAINST" the proposal to adopt the Merger Agreement, "AGAINST" the Non-Binding Merger-Related Compensation Proposal and "AGAINST" any adjournment proposal.

Certain Effects of the Merger and the Other Transactions (Page 53)

        If the Stockholder Approval and Minority Approval in favor of the proposals to adopt the Merger Agreement are obtained and the other conditions to the closing of the Merger, referred to as the "Closing", are either satisfied or waived, (i) the Exchange Parties will exchange all of their shares of Common Stock for Series I Preferred Stock of the Company, (ii) on the next business day, if applicable, any Requested Transactions requested by Parent will be consummated, including the declaration of the Closing Dividend, and (iii) on the second business day after the Exchange, Acquisition Sub will be merged with and into the Company with the Company being the Surviving Corporation.

        Through the Closing Dividend and the Merger, each holder of Common Stock, (other than the Exchange Parties and those holders of Common Stock that have properly exercised and perfected their appraisal rights with respect to such shares), will receive $18.25 in cash per share (consisting of the per share Closing Dividend amount and per share merger consideration), without interest thereon, at the Closing of the Transactions, which we refer to as the "transaction consideration." In connection with the Closing, each option to purchase Common Stock that remains outstanding as of immediately prior to the effective time of the Merger will become vested (if then unvested) in full and cancelled, and each holder thereof will be entitled to receive in respect of such option an amount in cash (without interest) equal to the number of shares of Company Common Stock subject to such option multiplied by the positive difference (if any) between $18.25 and the per share exercise price of such option. Also in connection with the Closing, each share of Company Restricted Stock that remains outstanding

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immediately prior to the effective time of the Merger will be cancelled, and each holder thereof will be entitled to receive $18.25 in cash per share of Company Restricted Stock (consisting of the per share Closing Dividend amount and the per share merger consideration), without interest thereon.

        Following the completion of the Merger, the Company's Common Stock will no longer be publicly traded, and you will have the right to receive the per share transaction consideration, but you will cease to have any ownership interest in the Company (except for the right to receive the per share transaction consideration and except that stockholders who properly exercise and perfect their demand for right of appraisal will instead have the right to receive a payment for the "fair value" of their shares as determined pursuant to an appraisal proceeding as contemplated by Delaware law, as described under " Appraisal Rights " beginning on page 110).

Treatment of Stock Options, Restricted Common Stock & the Series I Preferred Stock (Page 77)

        Each option to purchase Common Stock that remains outstanding as of immediately prior to the effective time of the Merger will become vested (if then unvested) in full and cancelled, and each holder thereof will be entitled to receive in respect of such option an amount in cash (without interest) equal to the number of shares of Common Stock subject to such option multiplied by the positive difference (if any) between $18.25 and the per share exercise price of such option.

        Each share of Company Restricted Stock that remains outstanding immediately prior to the effective time of the Merger will be cancelled, and each holder thereof will be entitled to receive $18.25 in cash per share of Company Restricted Stock (consisting of the per share Closing Dividend amount and the per share merger consideration), without interest thereon.

        The Company's 2014 Employee Stock Purchase Plan, referred to as the "Company ESPP," will be cancelled and terminated as of the effective time of the Merger. The Company shall distribute to each participant in the Company ESPP all of his or her accumulated payroll deductions with respect to the offering period then in effect (if any).

Conditions to the Exchange (Page 89)

        The respective obligations of the Exchange Parties and the Company to effect the Exchange are subject to the satisfaction or waiver, at or prior to the effective time of the Exchange, of each of the following mutual conditions:

•

the Stockholder Approval and the Minority Approval shall have been obtained; and



•

no court or U.S. governmental entity shall have entered any law that prohibits consummation of any transaction contemplated by the Merger Agreement or instituted any lawsuit, litigation or other legal proceeding before any United States court or other governmental authority that seeks to restrain, enjoin or otherwise prohibit the consummation of Transactions.

        The obligations of the Exchange Parties to effect the Exchange are also subject to the satisfaction or waiver by Parent at or prior to the effective time of the Exchange of the following additional conditions:

•

each of the representations and warranties of the Company set forth in the Merger Agreement, in each case made as if none of such representations and warranties contained any qualifications or limitations as to materiality or material adverse effect, shall be accurate as of the date of the Merger Agreement and as of the date of the consummation of the Exchange (the "Exchange Closing Date") (except to the extent that any such representation or warranty is made as of an earlier date, in which case the representation or warranty shall have been accurate as of such earlier date), except that any inaccuracies will be disregarded if the circumstances giving rise to all such inaccuracies, in the aggregate, do not constitute, and would not reasonably be expected

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to have, a material adverse effect; provided that the representations and warranties of the Company pertaining to corporate organization and good standing, corporate power and enforceability, requisite stockholder approval, subsidiaries, brokers, opinion of financial advisor, state anti-takeover statutes and no rights plan shall be true and correct in all material respects; provided further that the representations and warranties of the Company pertaining to capitalization shall be accurate in all respects, except that any inaccuracies in such representations and warranties that in the aggregate do not cause the aggregate transaction consideration required to be paid by Parent to increase by $1.0 million or more will be disregarded, and Parent shall have received a certificate from the Company's Chief Executive Officer to such effect;

•

the Company shall have complied with and performed in all material respects all covenants and agreements required to be performed or complied with by it under the Merger Agreement at or prior to the Exchange Closing Date, and Parent shall have received a certificate from the Company's Chief Executive Officer to such effect;



•

since the date of the Merger Agreement, there shall not have been any, and no event shall have occurred or circumstance shall exist that, in combination with any other events or circumstances, would reasonably be expected to have or result in, a material adverse effect, and Parent shall have received a certificate from the Company's Chief Executive Officer to such effect; and



•

Parent shall have received a written opinion of Sidley Austin LLP with respect to certain matters concerning the Company's qualification and taxation as a real estate investment trust.

        The obligations of the Company to effect the Exchange is subject to the satisfaction or waiver, at or prior to the effective time of the Exchange, of the following additional conditions:

•

each of the representations and warranties of Parent and Acquisition Sub set forth in the Merger Agreement shall be true and accurate in all material respects as of the date of the Merger Agreement and as of the Exchange Closing Date (other than any such representation and warranty made as of a specific earlier date, which shall have been accurate in all respects as of such earlier date), except that any inaccuracies in such representations and warranties will be disregarded if the circumstances giving rise to all such inaccuracies (considered collectively) would not prevent or materially delay consummation of the Merger or otherwise prevent Parent or Acquisition Sub from performing any of their material obligations under the Merger Agreement, and the Company shall have received a certificate from an authorized officer of Parent to such effect; and



•

Parent and Acquisition Sub shall have complied with and performed in all material respects all covenants and agreements required to be performed or complied with by them under the Merger Agreement at or prior to the Exchange Closing Date, and the Company shall have received a certificate from an authorized officer of Parent to such effect.

When the Merger Will be Completed

        We anticipate completing the Merger during the third quarter of 2016, subject to receipt of the Stockholder Approval and Minority Approval and the satisfaction of the other conditions to Closing.

Reasons for the Merger; Recommendation of the Special Committee and of the Board; Fairness of the Merger (Page 33)

        The Special Committee and the Board (other than the Brookfield Directors), after receiving the recommendation of the Special Committee, unanimously recommend that the stockholders of the Company vote "FOR" the proposal to adopt the Merger Agreement. For a description of the reasons considered by the Special Committee and the Board, see " Special Factors—Reasons for the Merger;

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Recommendation of the Special Committee and of the Board; Fairness of the Merger " beginning on page 33.

Opinion of the Special Committee's Financial Advisor (Page 40 and Annex B)

        In connection with Parent's proposed acquisition of the Company, referred to below as the "transaction," the Special Committee's financial advisor, Merrill Lynch, Pierce, Fenner & Smith Incorporated, referred to as BofA Merrill Lynch, delivered a written opinion, dated February 24, 2016, to the Special Committee as to the fairness, from a financial point of view and as of such date, to the holders of Common Stock (other than Parent, Acquisition Sub, the Guarantors, the Exchange Parties and their respective affiliates) of the $18.25 per share consideration to be received by such holders in connection with the transaction. The full text of BofA Merrill Lynch's written opinion, dated February 24, 2016, is attached as Annex B to this proxy statement and sets forth, among other things, the assumptions made, procedures followed, factors considered and limitations and qualifications on the review undertaken by BofA Merrill Lynch in rendering its opinion. BofA Merrill Lynch delivered its opinion to the Special Committee for the benefit and use of the Special Committee (in its capacity as such) in connection with and for purposes of its evaluation of the per share consideration from a financial point of view. BofA Merrill Lynch's opinion did not address any other terms or other aspects or implications of the transaction or related transactions and no opinion or view was expressed as to the relative merits of the transaction or related transactions in comparison to other strategies or transactions that might be available to the Company or in which the Company might engage or as to the underlying business decision of the Company to proceed with or effect the transaction or any related transaction. BofA Merrill Lynch also expressed no opinion or recommendation as to how any stockholder should vote or act in connection with the transaction, any related transactions or any other matter.

Purpose and Reasons of the Parent Parties and the Brookfield Filing Persons for the Transactions (Page 49)

        Under the SEC rules governing "going private" transactions, each of the Parent Parties and the Brookfield Filing Persons may be deemed an affiliate of the Company and, therefore, is required to express its purposes and reasons for the Transactions to the Company's "unaffiliated security holders," as defined under Rule 13e-3 of the Exchange Act. For a description of the Parent Parties' and the Brookfield Filing Persons' purposes and reasons for the Transactions to the Company's unaffiliated security holders, see " Special Factors—Purpose and Reasons of the Parent Parties and the Brookfield Filing Persons for the Merger " beginning on page 49.

Positions of the Parent Parties and the Brookfield Filing Persons as to the Fairness of the Transactions (Page 50)

        Under the SEC rules governing "going private" transactions, each of the Parent Parties and the Brookfield Filing Persons (see " Important Information Regarding the Parent Parties and the Brookfield Filing Persons—The Brookfield Filing Persons " beginning on page 113) may be deemed an affiliate of the Company and, therefore, is required to express its beliefs as to the fairness of the Transactions, including the Merger, to the Company's "unaffiliated security holders," as defined under Rule 13e-3 of the Exchange Act. For a description of the Parent Parties' and the Brookfield Filing Persons' beliefs as to the fairness of the Transactions, including the Merger, to the Company's unaffiliated security holders, see " Special Factors—Positions of the Parent Parties and the Brookfield Filing Persons as to the Fairness of the Transactions " beginning on page 50.

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Financing for the Transactions (Page 56)

        Parent estimates that the total amount of funds required to complete the Transactions and pay related fees and expenses will be approximately $726.0 million. Parent expects this amount to be funded through a combination of cash on hand and available capital commitments. Any such capital commitments are, and at the Closing will be, unconditionally available to Parent from the Guarantors. Parent does not currently have any alternative financing arrangements in place.

Interests of the Company's Directors and Executive Officers in the Merger (Page 56)

        In considering the recommendation of the Special Committee and the Board with respect to the Merger Agreement, you should be aware that some of the Company's directors and executive officers have interests in the Merger that are different from, or in addition to, the interests of the Company's stockholders generally. These interests include, among others:

•

if the Merger is completed, the Company's Common Stock will be 100% beneficially owned, as of the Closing, by Parent, an affiliate of BAM;



•

indemnification and insurance arrangements with officers and directors following the effective time of the Merger;



•

the right to continued indemnification and insurance coverage for directors and executive officers of the Company following the completion of the Merger, pursuant to the terms of the Merger Agreement;



•

the accelerated vesting of all Company stock options and the conversion to cash of Company Restricted Stock held by the directors and executive officers of the Company upon completion of the Merger;



•

the payment to each member of the Special Committee (other than Mr. Silberfein) of a one-time retainer fee of $50,000 and an additional $10,000 for the chairman of the Special Committee, as well as reimbursement by the Company of all reasonable costs incurred by each member (other than Mr. Silberfein) in connection with his or her service on the Special Committee;



•

the Retention Plan, which provides for certain payments to be made to the Company's named executive officers and certain other senior executives identified herein upon the occurrence of certain events related to the Merger; and



•

other interests discussed in the section entitled " Special Factors—Interests of Company's Directors and Executive Officers in the Merger " beginning on page 56.

        The Special Committee and the Board were aware of the different or additional interests set forth herein and considered such interests along with other matters in approving the Merger Agreement and the Transactions, including the Merger.

Material United States Federal Income Tax Considerations (Page 66)

        The receipt of cash in the Merger as well as the receipt of cash in the form of the Closing Dividend will generally be taxable transactions for U.S. federal income tax purposes. If you are a U.S. holder for U.S. federal income tax purposes, your receipt of cash in the Merger in exchange for your shares of Common Stock will generally cause you to recognize a gain or loss in an amount equal to the difference, if any, between the cash you receive in the Merger and your adjusted tax basis in your shares. If you are a non-U.S. holder, you generally will not be subject to U.S. federal income tax in respect of the receipt of cash in the Merger unless you have certain connections to the United States.

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        For U.S. federal income tax purposes, Parent intends that the Closing Dividend be treated as a dividend distribution to holders of shares of Common Stock to the extent of the Company's current and accumulated earnings and profits. Notwithstanding the intended U.S. federal income tax treatment described herein, the federal income tax treatment of the Closing Dividend is not free from doubt and under general step transaction principles the Closing Dividend could be treated as additional cash consideration received in the Merger. You should consult your own tax advisors for a complete understanding of the tax consequences of the receipt of the merger consideration and the Closing Dividend in your particular circumstances.

Anticipated Accounting Treatment of the Merger (Page 70)

        The Company, as the Surviving Corporation, will account for the Merger as a business combination using the acquisition method of accounting for financial accounting purposes, whereby the consideration transferred will be allocated to the identifiable assets acquired and liabilities assumed following FASB Accounting Standards Codification Topic 805, Business Combinations.

Rights of Stockholders Who Seek Appraisal (Page 75)

        If the Merger Agreement is adopted by stockholders of the Company, stockholders who do not vote in favor of the proposal to adopt the Merger Agreement and who properly exercise and perfect their demand for appraisal of their shares will be entitled to appraisal rights in connection with the Merger under Section 262 of the General Corporation Law of the State of Delaware, which we refer to as the DGCL. This means that holders of Common Stock are entitled to have their shares appraised by the Delaware Court of Chancery and to receive payment in cash of the "fair value" of the shares of Common Stock, exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with interest to be paid upon the amount determined to be fair value, if any, as determined by the court. Stockholders of the Company who wish to seek appraisal of their shares are in any case encouraged to seek the advice of legal counsel with respect to the exercise of appraisal rights due to the complexity of the appraisal process.

        Stockholders of the Company considering seeking appraisal should be aware that the fair value of their shares as determined pursuant to Section 262 of the DGCL could be more than, the same as or less than the value of the consideration they would receive pursuant to the Merger if they did not seek appraisal of their shares.

        To exercise your appraisal rights, you must submit a written demand for appraisal to the Company before the votes are taken on the proposal to adopt the Merger Agreement, you must not submit a blank proxy or otherwise vote in favor of the proposal to adopt the Merger Agreement and you must continue to hold the shares of Common Stock of record through the effective time of the Merger. Your failure to follow the procedures specified under the DGCL will result in the loss of your appraisal rights. The DGCL requirements for exercising appraisal rights are described in further detail in this proxy statement, and the relevant section of the DGCL regarding appraisal rights is reproduced and attached as Annex F to this proxy statement. If you hold your shares of Common Stock through a broker, bank or other nominee and you wish to exercise appraisal rights, you should consult with your broker, bank or other nominee to determine the appropriate procedures for the making of a demand for appraisal by such broker, bank or other nominee.

No Solicitation (Page 84)

        In the Merger Agreement, the Company agreed that it and its subsidiaries will, and will cause each of its and their representatives to, immediately cease any discussions, negotiations, or communications with any party with respect to any Acquisition Proposal (as such term is defined in the " The Merger Agreement—Other Covenants and Agreements—No Solicitation " section beginning on page 84). Further,

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the Company agreed that it and its subsidiaries will not, and will cause its and their representatives not to, directly or indirectly:

•

solicit, initiate, knowingly facilitate or knowingly encourage any Acquisition Proposal;



•

participate in any negotiations regarding, or furnish to any person any nonpublic information with respect to, any Acquisition Proposal;



•

engage in discussions with any person with respect to any Acquisition Proposal;



•

approve or recommend any Acquisition Proposal;



•

enter into any letter of intent or similar document or any agreement or commitment providing for any Acquisition Proposal; or



•

take any action to make the provisions of any "fair price," "moratorium," "control share acquisition," "business combination" or other similar anti-takeover statute or regulation (including any transaction under, or a third party becoming an "interested stockholder" under, Section 203 of the DGCL), or any restrictive provision of any applicable anti-takeover provision in the certificate of incorporation or bylaws of the Company, inapplicable to any person other than Parent and its affiliates or to any transactions constituting or contemplated by an Acquisition Proposal.

        However, prior to the receipt of the Stockholder Approval and Minority Approval, the Company may, in response to an unsolicited bona fide Acquisition Proposal that did not result from a breach of the restrictions described in the above paragraph which the Special Committee determines in good faith, after consultation with the Company's outside counsel and financial advisor, constitutes or is reasonably likely to lead to a Superior Proposal (as such term is defined below in the " The Merger Agreement—Other Covenants and Agreements—No Solicitation " section beginning on page 84), and, after consultation with outside counsel, that the failure to take the following actions would be inconsistent with the Special Committee's fiduciary duties under Delaware law, and subject to the Company entering into an acceptable confidentiality agreement with the person making such Acquisition Proposal:

•

furnish information to the person making such Acquisition Proposal, provided that all such information is also substantially concurrently made available to Parent; and



•

engage in discussions and negotiations with such person with respect to such Acquisition Proposal.

        The Company or its subsidiaries may not terminate, amend or waive any rights under any "standstill" or other similar agreement between the Company and any third party, unless the Special Committee determines in good faith, after consultation with outside legal counsel, that the failure to take such action would be inconsistent with its fiduciary duties under Delaware law.

        Except as described below, neither the Board nor the Special Committee may withhold, withdraw, amend, qualify or modify in a manner adverse to Parent or Acquisition Sub, or publicly propose to withhold, withdraw, amend, qualify or modify in a manner adverse to Parent or Acquisition Sub, the Board's recommendation that stockholders adopt the Merger Agreement, or approve, endorse or recommend an Acquisition Proposal (each of the foregoing is referred to as a "Company Board Recommendation Change"). A "stop, look and listen" communication by the Special Committee to the stockholders pursuant to Rule 14d-9(f) of the Exchange Act, a statement that the Special Committee has received and is currently evaluating a written proposal or offer regarding a competing proposal or a factually accurate public statement by the Company that describes the Company's receipt of an Acquisition Proposal and that the Company is evaluating such Acquisition Proposal will not be considered a Company Board Recommendation Change as long as the Special Committee expressly

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publicly reconfirms in such disclosure the recommendation that stockholders adopt the Merger Agreement.

        At any time prior to the Stockholder Approval and Minority Approval having been obtained, the Board or the Special Committee may make a Company Board Recommendation Change only in response to (A) the Company receiving an unsolicited, bona fide written Acquisition Proposal not involving a breach of the Merger Agreement that the Special Committee (or the Board) determines in good faith, after consultation with its financial advisor and outside legal counsel, constitutes a Superior Proposal or (B) an Intervening Event (as such term is defined below in the " The Merger Agreement—Other Covenants and Agreements—No Solicitation " section beginning on page 84). In addition, at any time prior to the Stockholder Approval and Minority Approval having been obtained, the Board or the Special Committee may, if the Company has complied with its no solicitation obligations under the Merger Agreement, cause the Company to terminate the Merger Agreement and, substantially concurrently with, and as a condition to, such termination, cause the Company to enter into a definitive written agreement providing for such Superior Proposal, subject to payment by the Company of a termination fee, as further described under " The Merger Agreement—Fees and Expenses—Payment of Termination Fee or Reimbursement of Fees and Expenses by the Company " beginning on page 91.

        Nothing described in the " The Merger Agreement—Other Covenants and Agreements—No Solicitation " section beginning on page 84 will prohibit the Company, the Board or the Special Committee from complying with securities laws in respect of any Acquisition Proposal, including making any disclosure to the stockholders of the Company. However, any public disclosure by the Company relating to an Acquisition Proposal shall be deemed to be a Company Board Recommendation Change unless the Board expressly publicly reaffirms its approval or recommendation of the Merger Agreement and the Merger in such disclosure, or in the case of a "stop, look and listen" or similar communication, in a subsequent disclosure.

        Other than as otherwise described in the " The Merger Agreement—Other Covenants and Agreements—No Solicitation " section beginning on page 84, neither the Board nor any committee thereof will, directly or indirectly, effect a Company Board Recommendation Change, take any formal action or make any recommendation or public statement in connection with a tender offer or exchange offer other than a recommendation against such offer or a temporary "stop, look and listen" communication or approve any agreement, arrangement or understanding relating to, or that may reasonably be expected to lead to, any Acquisition Proposal.

Termination (Page 90)

        The Merger Agreement may be terminated and the Transactions may be abandoned at any time prior to the Exchange Effective Time, whether before or after receipt of the Stockholder Approval and the Minority Approval:

•

by mutual written agreement of Parent and the Company;



•

by either Parent or the Company, if:



•

the Merger shall not have been consummated by October 31, 2016, referred to as the "Termination Date", provided that the right to terminate the Merger Agreement pursuant to this provision is not available to any party whose action or failure to fulfill any of its material obligations under the Merger Agreement has been the principal cause of or resulted in the failure of the Merger to be consummated by such date;



•

either of the Stockholder Approval or the Minority Approval is not obtained at a meeting of the Company stockholders, including any adjournments or postponements of such meeting; or

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•

any order, judgment, decision, decree, injunction, ruling, writ or assessment of a governmental authority permanently restraining, enjoining or otherwise prohibiting consummation of any transaction contemplated by the Merger Agreement becomes final and non-appealable;



•

by Parent, if:



•

the Company shall have breached or otherwise violated any of its material covenants, agreements or other obligations under the Merger Agreement or the Exchange Agreement (together, the "Transaction Agreements"), or any of the representations and warranties of the Company in any Transaction Agreement shall have become inaccurate, in the circumstances described under " The Merger Agreement—Termination " beginning on page 90; or



•

a Triggering Event, as described under " The Merger Agreement—Termination " beginning on page 90, shall have occurred before the adoption of the Merger Agreement by the Stockholder Approval and Minority Approval;



•

by the Company, if:



•

Parent or Acquisition Sub shall have breached or otherwise violated any of their respective material covenants, agreements or other obligations under any Transaction Agreement or any of the representations and warranties of Parent and Acquisition Sub in any Transaction Agreement shall have become inaccurate, in the circumstances described below in " The Merger Agreement—Termination " beginning on page 90; or



•

prior to receipt of the Stockholder Approval and the Minority Approval, the Company receives a Superior Proposal that did not result from any breach of the Company's no solicitation obligations, the Special Committee determines in good faith, after consulting with and receiving advice from outside counsel, that the failure to terminate the Merger Agreement and enter into a definitive written agreement providing for the Superior Proposal would be inconsistent with its fiduciary duties under Delaware law, substantially concurrently with, and as a condition to, such termination, the Company enters into a definitive written agreement providing for the Superior Proposal and pays the termination fee and the Company otherwise complies with its no solicitation obligations in the circumstances described under " The Merger Agreement—Termination " beginning on page 90 and the other sections to which that section refers.

Termination Fee

        The Merger Agreement provides that the Company will be required to pay to Parent a termination fee of $40.0 million (net of any transaction expenses of Parent reimbursed by the Company) if any of the following occur, as further described under " The Merger Agreement—Fees and Expenses—Payment of Termination Fee or Reimbursement of Fees and Expenses by the Company " beginning on page 91:

•

the Merger Agreement is terminated by the Company to enter into a definitive agreement providing for a Superior Proposal prior to receipt of the Stockholder Approval and the Minority Approval in accordance with the Merger Agreement;



•

the Merger Agreement is terminated by Parent due to a Triggering Event, as described under " The Merger Agreement—Termination " beginning on page 90, occurring; or



•

each of the following occurs:



•

the Merger Agreement is terminated by the Company or Parent due to a failure of the Merger to be consummated by October 31, 2016, by the Company or Parent due to a failure

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to obtain the Stockholder Approval or the Minority Approval, or by Parent due to certain breaches or violations by the Company of the Merger Agreement, or any of the Company's representations and warranties becoming inaccurate;

•

following the execution of the Merger Agreement and prior to such termination, a Competing Acquisition Transaction (which is described under " The Merger Agreement—Fees & Expenses—Payment of Termination Fee or Reimbursement of Fees and Expenses by the Company " beginning on page 91) is publicly announced or becomes publicly disclosed and not publicly withdrawn; and



•

within 12 months following such termination, a Competing Acquisition Transaction is consummated or the Company enters into a definitive agreement with respect to any Competing Acquisition Transaction during such 12 month period and such Competing Acquisition Transaction is thereafter consummated.

        A "Competing Acquisition Transaction" is the same as an Acquisition Proposal (which is described under " The Merger Agreement—Other Covenants and Agreements—No Solicitation " beginning on page 84), except that references therein to 20% are deemed to be references to a majority.

Limited Guarantee

        The Guarantors, jointly and severally, have irrevocably and unconditionally guaranteed to the Company the full and timely payment and performance by Parent and Acquisition Sub of all their covenants, obligations, undertakings and liabilities in connection with the Transaction Agreements and the Transactions. However, the aggregate obligations of the Guarantors will not exceed the aggregate transaction consideration payable under the Merger Agreement, other than with respect to Parent's and Acquisition Sub's indemnification obligations under the Merger Agreement (described under " The Merger Agreement—Other Covenants and Agreement—Directors' and Officers' Indemnification Insurance " beginning on page 87 and " The Merger Agreement—Other Covenants and Agreement—Requested Transactions "" beginning on page 88. Except with respect to such indemnification obligations, this guaranty will terminate as of immediately after the effective time of the Merger.

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QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER

        The following questions and answers address briefly some questions you may have regarding the Special Meeting, the Merger Agreement and the Transactions, including the Merger. These questions and answers may not address all questions that may be important to you as a stockholder of the Company. Please refer to the more detailed information contained elsewhere in this proxy statement, the annexes to this proxy statement and the documents referred to or incorporated by reference in this proxy statement.

Q:

What is the proposed Transaction?



A:

The proposed transaction is the acquisition of the Company by Parent and its affiliates through a series of transactions consisting of, among other things, the payment to the holders of Common Stock of a Closing Dividend and the merger of Acquisition Sub with and into the Company, with the Company surviving the Merger as the Surviving Corporation. See " The Merger Agreement" beginning on page 76.



Q:

What will I receive in the Transactions?



A:

If the Merger is completed, through the Closing Dividend and the Merger, you will be entitled to receive an aggregate amount of $18.25 in cash, without interest and less any required withholding taxes, for each share of Common Stock that you own, unless you have properly exercised and perfected and not withdrawn your demand for appraisal rights under the DGCL with respect to such shares. For example, if you own 100 shares of Common Stock, you will be entitled to receive $1,825 for your shares of Common Stock, less any required withholding taxes. You will not be entitled to receive shares in the Surviving Corporation.



Q:

Where and when is the Special Meeting?



A:

The Special Meeting will take place on June 23, 2016, starting at 10:00 a.m. local time at the offices of Sidley Austin LLP located at 787 Seventh Avenue, 23rd Floor, New York, NY 10019.



Q:

What matters will be voted on at the Special Meeting?



A:

You will be asked to consider and vote on the following proposals:



•

to adopt the Merger Agreement;



•

to approve the Non-Binding Merger-Related Compensation Proposal; and



•

to approve any adjournment of the Special Meeting to solicit additional proxies, if necessary, if there are insufficient votes at the time of the Special Meeting to adopt the Merger Agreement, referred to as the "adjournment proposal".



Q:

What vote of our stockholders is required to adopt the Merger Agreement?



A:

For the Company to complete the Merger, under Delaware law, the holders of a majority of the outstanding shares of Common Stock must vote "FOR" the adoption of the Merger Agreement. In addition, the Merger Agreement contains a condition to closing that the holders of a majority of the outstanding shares of Common Stock not beneficially owned by Parent or any of its affiliates (including BPY and its affiliates) vote "FOR" the adoption of the Merger Agreement.


In connection with the Merger Agreement, the Company and the Exchange Parties entered into a Voting Agreement pursuant to which, among other things, the Exchange Parties agreed

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to vote all their shares of Common Stock (i) in favor of the approval and adoption of the Merger Agreement, (ii) in favor of the approval of the Transactions and any other matter that is required to facilitate the Transactions and (iii) against certain actions that would compete or conflict with, or have an adverse effect on the consummation of the Transactions.

Holders of Common Stock as of the record date have one vote for each share of Common Stock owned by such shareholder as of the close of business on the record date.

Except in their capacities as members of the Special Committee and/or the Board, as applicable, no officer or director of the Company, nor any of the Exchange Parties or their affiliates, has made any recommendation either in support of or in opposition to the Merger or the Merger Agreement. The directors and current executive officers of the Company have informed the Company that as of date of this proxy statement, they intend to vote in favor of the adoption of the Merger Agreement. See " The Special Meeting—Required Vote" beginning on page 72.

Q:

Are there any other conditions to closing of the Transactions that must be satisfied for the Transactions to be completed? If any of the Transactions close, will they all close?



A:

In addition to the adoption of the Merger Agreement by the Company's stockholders, there are a number of customary conditions that must be satisfied or waived for the Transactions to be consummated. As described in " The Merger Agreement—Structure and Timing of the Transactions " beginning on page 76, closing of the Transactions will involve several steps, including the Exchange, followed by the Requested Transactions (including declaration of the Closing Dividend), followed by the Merger. The conditions to closing in the Merger Agreement apply only to the consummation of the Exchange—once those conditions are satisfied or waived and the Exchange has occurred, each subsequent step in the closing process is subject to no further express conditions in the Merger Agreement other than consummation of the immediately preceding step in the closing process. For a description of all the conditions to the Exchange, see " The Merger Agreement—Conditions to the Exchange " beginning on page 89.



Q:

What vote of our stockholders is required to approve the adjournment proposal?



A:

The adjournment proposal requires the affirmative vote of the holders of a majority of the aggregate voting power of the Common Stock present in person or represented by proxy and entitled to vote at the special meeting.



Q:

With respect to the Non-Binding Merger-Related Compensation Proposal, why am I being asked to cast a non-binding advisory vote to approve compensation that may become payable to the Company's named executive officers in connection with the Merger?



A:

SEC rules require us to seek a non-binding, advisory vote with respect to certain categories of compensation that may be provided to named executive officers in connection with a merger transaction.



Q:

What will happen if stockholders do not approve the Non-Binding Merger-Related Compensation Proposal?



A:

Approval of the Non-Binding Merger-Related Compensation Proposal is not a condition to the completion of the Merger. The vote with respect to Non-Binding Merger-Related Compensation Proposal is an advisory vote and will not be binding on the Company. Therefore, if the Stockholder Approval and the Minority Approval are each obtained and the Merger is completed, the payments that are the subject of the Non-Binding Merger-Related

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Compensation Proposal may become payable to the named executive officers regardless of the outcome of the vote on the Non-Binding Merger-Related Compensation Proposal.

Q:

What vote of our stockholders is required to approve the Non-Binding Merger-Related Compensation Proposal?



A:

Stockholders holding a majority of the aggregate voting power of the Common Stock outstanding present in person or by proxy at the Special Meeting and entitled to vote thereon must vote "FOR" the Non-Binding Merger-Related Compensation Proposal in order for such proposal to be approved.



Q:

How does the Special Committee and the Board recommend that I vote?



A:

The Special Committee, and the Board (other than the Brookfield Directors, who abstained and recused themselves from all discussions relating to the Transactions, including the Merger), acting upon the unanimous recommendation of the Special Committee, unanimously recommends that our stockholders vote "FOR" the adoption of the Merger Agreement and "FOR" the Non-Binding Merger-Related Compensation Proposal. You should read " Special Factors—Reasons for the Merger; Recommendation of the Special Committee and of the Board; Fairness of the Merger " beginning on pagep 33 for a discussion of the factors that the Special Committee and the Board considered in deciding to recommend adoption of the Merger Agreement and approval of the Merger. See also " Special Factors—Interests of the Company's Directors and Executive Officers in the Merger " beginning on page 56.



Q:

What effects will the Merger have on the Company?



A:

The Common Stock is currently registered under the Securities Exchange Act of 1934, as amended, referred to as the "Exchange Act", and is quoted on the NYSE under the symbol "RSE". As a result of the Merger, the Company will cease to be a publicly traded company and will be wholly owned by Parent. Following the consummation of the Merger, the registration of the Common Stock and our reporting obligations under the Exchange Act will be terminated upon application to the SEC. In addition, upon the consummation of the Merger, the Common Stock will no longer be listed on any stock exchange or quotation system, including the NYSE. See " Special Factors—Plans for the Company after the Merger " beginning on page 53.



Q:

What happens if the Merger is not consummated?



A:

If the Stockholder Approval and Minority Approval are not obtained or if the Merger is not consummated for any other reason, the Merger will not be effected and the Company's stockholders will not receive any payment for their shares. Instead, the Company will remain a public company and shares of Common Stock will continue to be listed and traded on the NYSE. Under specified circumstances, the Company may be required to pay Parent a termination fee of $40.0 million or reimburse Parent and Acquisition Sub for their costs and expenses. See " The Merger Agreement—Termination " beginning on page 90 and " The Merger Agreement—Fees and Expenses " beginning on page 91.



Q:

What do I need to do now?



A:

We urge you to read this proxy statement carefully, including its annexes and the documents referred to as incorporated by reference in this proxy statement as well as the Schedule 13E-3, including the exhibits attached thereto, filed with the Securities and Exchange Commission,

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and to consider how the Merger affects you. If you are a stockholder of record, you can ensure that your shares are voted at the Special Meeting by submitting your proxy via:

•

telephone, using the toll-free number listed on each proxy card;



•

the Internet, at the address provided on each proxy card; or



•

mail, by completing, signing, dating and mailing each proxy card and returning it in the envelope provided.

If you hold your shares in "street name" through a broker, bank or other nominee, you should follow the directions provided by your broker, bank or other nominee regarding how to instruct your broker, bank or other nominee to vote your shares. Without those instructions, your shares will not be voted, which will have the same effect as voting against adoption of the Merger Agreement.

Q:

Should I send in my stock certificates or other evidence of ownership now?



A:

No. After the Merger is completed, you will be sent a letter of transmittal with detailed written instructions for exchanging your shares of Common Stock for the transaction consideration. If your shares of Common Stock are held in "street name" by your broker, bank or other nominee, you may receive instructions from your broker, bank or other nominee as to what action, if any, you need to take to effect the surrender of your "street name" shares in exchange for the transaction consideration. Do not send in your certificates now.



Q:

Can I revoke my voting instructions?



A:

Yes, you can revoke your voting instructions at any time before your proxy is voted at the Special Meeting. If you are a stockholder of record, you may revoke your proxy by notifying the Company's Corporate Secretary in writing at Rouse Properties, Inc., Attention: Secretary, 1114 Avenue of the Americas, Suite 2800, New York, NY, 10036, or by submitting a new proxy by telephone, the Internet or mail, in each case, dated after the date of the proxy being revoked. In addition, you may revoke your proxy by attending the Special Meeting and voting in person (simply attending the Special Meeting will not cause your proxy to be revoked). Please note that if you hold your shares in "street name" and you have instructed a broker, bank or other nominee to vote your shares, the above-described options for revoking your voting instructions do not apply, and instead you must follow the instructions received from your broker, bank or other nominee to revoke your voting instructions. See " The Special Meeting—Voting; Proxies; Revocation—Revocation of Proxies " beginning on page 73.



Q:

What does it mean if I get more than one proxy card or voting instruction card?



A:

If your shares are registered differently or are held in more than one account, you will receive more than one proxy or voting instruction card. Please complete and return all of the proxy cards or voting instruction cards you receive (or submit each of your proxies by telephone or the Internet, if available to you) to ensure that all of your shares are voted.



Q:

Who will count the votes?



A:

All votes will be counted by the independent inspector of election appointed for the Special Meeting.

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Q:

Am I entitled to appraisal rights under the DGCL?



A:

If the Merger Agreement is adopted by the Company's stockholders, stockholders who do not vote (whether in person or by proxy) in favor of the adoption of the Merger Agreement and who properly exercise and perfect their demand for appraisal of their shares will be entitled to appraisal rights in connection with the Merger under Section 262 of the DGCL. This means that holders of Common Stock are entitled to have their shares appraised by the Delaware Court of Chancery and to receive payment in cash of the "fair value" of the shares of Common Stock, exclusive of any elements of value arising from the accomplishment or expectation of the Merger, together with interest to be paid upon the amount determined to be fair value, if any, as determined by the court, which may be greater or less than the per share transaction consideration offered by Parent pursuant to the Merger Agreement. Stockholders who wish to seek appraisal of their shares are in any case encouraged to seek the advice of legal counsel with respect to the exercise of appraisal rights due to the complexity of the appraisal process. The DGCL requirements for exercising appraisal rights are described in further detail in this proxy statement, and the relevant section of the DGCL regarding appraisal rights is reproduced and attached as Annex F to this proxy statement.



Q:

Who can help answer my other questions?



A:

If you have more questions about the Merger, or require assistance in submitting your proxy or voting your shares or need additional copies of the proxy statement or the enclosed proxy card, please contact Morrow & Co., LLC at (855) 264-1296. If your broker, bank or other nominee holds your shares, you should also call your broker, bank or other nominee for additional information.

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SPECIAL FACTORS

The Parties to the Merger

        The parties to the Merger Agreement are the Company, Parent, Acquisition Sub, and solely for the purposes stated therein, the Guarantors.

The Company

        For information regarding the Company, see " Important Information Concerning the Company—Company Background " beginning on page 95.

Parent

        Parent is a newly formed Delaware limited liability company. Parent is managed by Brookfield Strategic Real Estate Partners II GP L.P. as managing shareholder, which is an affiliate of BAM. BAM, together with certain of its affiliates, including BPY, beneficially own approximately 33.5% of the outstanding Common Stock. Immediately prior to the effective time of the Merger, the Exchange Parties will exchange their shares of Common Stock for new shares of Series I Preferred Stock of the Company. Parent was formed solely for the purpose of engaging in the Merger and other related transactions. Parent has not engaged in any business other than in connection with the Merger and other related transactions.

Acquisition Sub

        Acquisition Sub is a Delaware corporation. Acquisition Sub is a wholly owned subsidiary of Parent and was formed solely for the purpose of engaging in the Merger and other related transactions. Acquisition Sub has not engaged in any business other than in connection with the Merger and other related transactions.

Guarantors

        Brookfield Strategic Real Estate Partners II-A L.P., a Delaware limited partnership, Brookfield Strategic Real Estate Partners II-A (ER) L.P., a Delaware limited partnership, Brookfield Strategic Real Estate Partners II-B L.P., a Delaware limited partnership, Brookfield Strategic Real Estate Partners II-C L.P., a Delaware limited partnership, Brookfield Strategic Real Estate Partners II-C (ER) L.P., a Delaware limited partnership, and Brookfield Strategic Real Estate Partners BPY Borrower L.P., a Delaware limited partnership (collectively, "the Guarantors" and together with BAM and the Exchange Parties, the "Brookfield Filing Persons") are private investment funds managed by its general partner Brookfield Strategic Real Estate Partners II GP L.P., which is an affiliate of BAM.

        For additional information regarding the Parent Parties and the Brookfield Filing Persons, see " Important Information Regarding the Parent Parties and the Brookfield Filing Persons" beginning on page 113.

Background of the Merger

        The Board together with Company senior management periodically review the Company's long-term strategic plan and potential strategic alternatives for the Company.

        In mid-2013, the Board began considering potential strategic alternatives, including a possible sale of the Company. The Company retained two financial advisors, which contacted various potential buyers in an effort to assess their levels of interest in a possible transaction with the Company. The Company, with the assistance of its financial advisors, engaged in preliminary discussions with several of the parties contacted regarding a possible acquisition of the Company. However, the Board determined

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in late 2013 to terminate the process because the potentially interested buyers indicated that the price of the Company's stock had by then increased above the price at which they were willing to pursue a possible acquisition of the Company.

        In the evening of Friday, January 15, 2016, Mr. Kingston and Mr. Clark informed each of Messrs. Silberfein, Haley, Hegarty, Kruth and Mullen that BAM was planning to furnish to the Board the next day, Saturday, January 16, 2016, a written proposal to acquire the outstanding shares of the Common Stock that were not owned by BAM and its affiliates, including BPY.

        On the following day, the Board received a written, unsolicited, non-binding proposal from BAM, on behalf of a real estate fund managed by BAM, to acquire all outstanding shares of Common Stock, other than those shares currently held by BPY and its affiliates, for a purchase price of $17.00 per share in cash. This proposal stated that BAM's proposed acquisition was not subject to any financing contingencies and was not subject to any due diligence review with respect to the Company.

        Later that day, the Board met to review the BAM proposal and to receive a presentation thereon from Jeffrey Blidner, a Senior Managing Partner of BAM, Richard Clark, Senior Managing Partner of BAM and Chairman of the Brookfield Property Group and BPY, and Brian Kingston, a Senior Managing Partner of BAM and Chief Executive Officer of the Brookfield Property Group and BPY, each of whom is a director of the Company. Representatives from Sidley Austin LLP ("Sidley"), counsel to the Company, attended this meeting at the request of Mr. Silberfein and Ms. Susan Elman, Executive Vice President, General Counsel and Secretary of the Company. During this meeting, Mr. Kingston stated that BAM planned to make the proposal public on the next business day, Tuesday, January 19, 2016, before the open of trading on the New York Stock Exchange, by filing an amendment to its Schedule 13D in respect of the Company. Mr. Kingston also stated that BAM's proposal had no set expiration date, that BAM and its affiliates did not have any plans to purchase additional shares of Common Stock in the open market and that BAM did not have any definitive plans for management or employees of the Company in connection with BAM's proposed transaction.

        After receiving and considering a presentation from Sidley as to the relevant legal standards and risks applicable to acquisitions of Delaware corporations by stockholders and the advantages of forming an independent special committee, the Board established an independent committee consisting of Messrs. Haley, Hegarty, Kruth, Mullen and Silberfein (who together comprise all the directors of the Company, other than Messrs. Blidner, Clark and Kingston, who are employees of BAM and/or its affiliates). The Board delegated to the Special Committee all the Board's power and authority with respect to the BAM proposal and any alternatives thereto, including, among other things, the power and authority to evaluate, accept, reject and/or negotiate the proposal, explore and solicit other proposals and/or explore, evaluate and effect alternatives to the BAM proposal, and to cause the Company to take any and all corporate and other actions, and/or enter into any agreements with BAM or third parties, and/or adopt any measures, in response to or in connection with the BAM proposal, all as may be determined by the Special Committee in its sole discretion.

        Promptly after that Board meeting, the Special Committee met, with Sidley in attendance, to discuss, among other things, the BAM proposal and potential next steps and to confirm that the members of the Special Committee and Sidley had no significant conflicts with respect to the BAM proposal. Sidley addressed the fiduciary duties and responsibilities of directors and members of special committees of boards of directors when considering a potential transaction of the type that BAM was proposing. Sidley and the Special Committee also discussed certain initial considerations for the Special Committee, including that the Special Committee should determine whether the Company was for sale at this time, whether the Special Committee's response to BAM should be to reject outright any acquisition by BAM or demand a higher price from BAM or whether to explore a sale of the Company through an auction or similar process.

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        Sidley and the Special Committee also discussed certain actions BAM could take without the Special Committee's approval, such as purchasing more shares of Common Stock in the open market. Sidley reviewed the Company's takeover defenses and noted that BAM and its affiliates were exempted from the restrictions in the Company's charter with respect to ownership and transfer of more than 9.9% of the number or value (whichever is more restrictive) of the outstanding Common Stock.

        The members of the Special Committee also discussed and confirmed their independence from BAM, and instructed Mr. Silberfein not to have any discussions with BAM or any of its affiliates concerning Mr. Silberfein's role, if any, after any potential acquisition by BAM (or any of its affiliates) of the Company or the compensation for any such role. Mr. Silberfein acknowledged this instruction and informed the Special Committee that he had had no such discussions to date. The Special Committee determined that it would be prudent to retain its own financial advisor and legal counsel before responding to BAM's proposal. The Special Committee also instructed Sidley to request a standstill agreement from BAM pursuant to which BAM would agree that neither it nor any of its affiliates would purchase any additional shares of Common Stock for a specified period, and to prepare to have the Special Committee adopt a stockholder rights plan on Tuesday, January 19, 2016, if BAM did not agree to an acceptable standstill before then. The Special Committee deferred a decision on whether to retain Sidley as its legal counsel.

        From January 16, 2016, through January 18, 2016, the Special Committee met several times and interviewed four investment banks and three law firms (including Sidley) as potential advisors to the Special Committee, focusing on firms the Special Committee believed had extensive experience in advising special committees in M&A transactions and in the REIT and mall space. These interviews, and the related discussions among the Special Committee members, focused on the candidates' respective qualifications, independence from BAM and its affiliates, experience with significant stockholder buyout transactions, experience with transactions involving REITs, and in particular mall REITs, knowledge of the Company's industry, quality of reputation and availability of dedicated senior personnel. In connection with its assessment of the relative independence of potential financial advisors, the Special Committee recognized that most, if not all, investment banks with the desired experience would likely have provided financial services to BAM or its affiliates and, therefore, focused on the relative independence of the proposed M&A advisory teams interviewed and, in particular, on a lack of recent engagements by BAM or its affiliates with respect to M&A and similar investment banking transactions as opposed to other financial services, such as commercial loans, foreign exchange or swaps. Representatives of Sidley attended each of the four meetings with investment banks, but did not attend either of the meetings with the other two law firms that the Special Committee interviewed.

        Also during these meetings, Sidley addressed the fiduciary duties of the members of the Special Committee and provided updates to the Special Committee on Sidley's negotiation of a standstill agreement with BAM's counsel, Weil, Gotshal & Manges LLP ("Weil"), and in particular with respect to the expiration date thereof (the Company originally proposed April 30, 2016 as the expiration date and BAM through its counsel countered with February 18, 2016).

        On January 18, 2016, the Special Committee selected BofA Merrill Lynch as its financial advisor and Sidley as its legal counsel to assist in reviewing and evaluating the BAM proposal and potential available strategic alternatives. The Special Committee determined that Sidley had no significant conflicts of interest involving BAM or its affiliates. The Special Committee also determined that BofA Merrill Lynch, in addition to having the best knowledge and experience with respect to the mall REIT sector of the investment banks interviewed, had provided no M&A financial advisory services to BAM or its affiliates in the past two years and had no other material relationships with BAM or its affiliates that, in the Special Committee's view, would reasonably be expected to impair its ability to perform its financial advisory services to the Special Committee. In so determining, the Special Committee considered, with the participation of Sidley, that BofA Merrill Lynch, together with its affiliates, as part of a full service securities firm and commercial bank, had provided certain commercial banking and

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commodity, derivatives, foreign exchange and other trading and investment banking services to BAM and certain of its affiliates and portfolio companies over the prior two years, but that the revenues from such services were immaterial to BofA Merrill Lynch.

        Also on January 18, 2016, the Company and BAM entered into a standstill agreement pursuant to which BAM agreed that neither it nor certain of its affiliates would, other than pursuant to a written agreement with the Company and subject to certain limited exceptions, acquire beneficial ownership (broadly defined) of any additional shares of the Common Stock prior to March 4, 2016.

        On the morning of January 19, 2016, prior to the opening of trading on the New York Stock Exchange, BAM issued a press release announcing its proposal and filed an amendment to its Schedule 13D with the SEC reflecting its proposal and attaching copies of the standstill agreement and the non-binding proposal letter delivered to the Board on January 16, 2016. On the same day, the Company also issued a press release announcing receipt of BAM's proposal and the establishment of the Special Committee, and filed with the SEC a Current Report on Form 8-K attaching copies of the press release, the standstill agreement and the non-binding proposal letter delivered to the Board on January 16, 2016.

        During the period from January 16, 2016, when the Special Committee was formed, through February 25, 2016, when the Merger Agreement was executed, the Special Committee met 14 times either telephonically or in person. All members of the Special Committee were present at each such meeting, except that two members missed one meeting and another member missed two meetings. With the exception of certain portions of the Special Committee meetings on January 17, 2016 and January 18, 2016, during which the Special Committee was either interviewing other law firms or discussing which law firm to engage, the Special Committee meetings were all attended by Sidley and, after its financial advisor was selected, most of its meetings also were attended by BofA Merrill Lynch.

        At a meeting held on January 21, 2016, the Special Committee discussed and considered, among other things, additional detail furnished by BofA Merrill Lynch in respect of certain material relationships and proposed fee arrangements and also determined that each Special Committee member (other than Mr. Silberfein) would receive from the Company, as compensation for serving on the Special Committee and the substantial additional work and time commitment involved, a retainer of $50,000, as well as reimbursement by the Company of all reasonable costs incurred by each member (other than Mr. Silberfein) in connection with his or her service on the Special Committee, and that the chairman selected by the Special Committee would receive an additional $10,000 for serving as chairman. The Special Committee also appointed Mr. Kruth as Chairman of the Special Committee, approved the engagement of a public relations firm that specialized in M&A situations and considered engaging a proxy solicitor (but determined that one did not need to be engaged at that time).

        The Special Committee also received an update from BofA Merrill Lynch on various matters, including the Company's recent stock performance and analyst coverage since the announcement of the BAM proposal, the lack of calls that BofA Merrill Lynch had received from parties interested in exploring an acquisition of, or other strategic transaction with, the Company despite the public announcement of BAM's proposal, and the status of its preliminary financial review of the Company.

        Between January 25, 2016 and January 29, 2016, members of the Special Committee and BAM contacted Mr. Silberfein to discuss concerns that valuable senior executives of the Company might depart given the possible disruption caused by the recent public announcement of the BAM proposal. Based on such discussions and at the suggestion of the Special Committee, Mr. Silberfein began to prepare a proposed executive retention plan for consideration by the Special Committee at a future date.

        On January 29, 2016, the Special Committee met to discuss issues related to employee retention given the public announcement of BAM's proposal, and to review with JL Board Advisors, LLC, an

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independent compensation consultant ("JLBA"), a proposed retention plan. After discussing with the representative from JLBA his independence from management (during which discussion Mr. Silberfein and Ms. Elman recused themselves from the meeting), the Special Committee approved the retention plan.

        The Special Committee met again on February 4, 2016, at which meeting Mr. Silberfein reviewed the Company's 2016 Business Plan, consisting of a "base plan" that did not give effect to a potential sale by the Company of joint venture interests in certain of its properties and a "base plan with capital markets activity" that gave effect to such joint venture interest sales. At this meeting, Sidley reminded the Special Committee members of their fiduciary duties to the Company's stockholders. After the Special Committee discussed and approved the Company's 2016 Business Plan, BofA Merrill Lynch joined the meeting to review with the Special Committee, among other things, the base plan with capital markets activity which BofA Merrill Lynch previously had been directed to use and rely upon by the Company's management, and preliminary financial and market perspectives regarding the Company and BAM's proposal, as summarized below under " February 4, 2016 Preliminary Strategic Review Materials " beginning on page 46.

        BofA Merrill Lynch and Sidley then reviewed with the Special Committee certain potential responses to BAM and strategic alternatives for the Company in light of BAM's proposal, including (i) determining that the Company was not for sale at this time, (ii) determining to explore potential strategic alternatives, including a sale of the Company, one or more joint ventures, one or more asset sales and/or one or more investments in the Company by a third party, through a structured process and (iii) entering into direct negotiations with BAM in respect of its proposal, and the advantages and disadvantages of each. In particular, Sidley and BofA Merrill Lynch noted that any asset sale or joint venture strategy would likely be complex, time consuming and uncertain to be completed. The Special Committee members agreed with that assessment. BofA Merrill Lynch also discussed with the Special Committee a list, developed with input from the Company's management, of more than 20 potential financial buyers of the Company (including pension funds, insurance companies and sovereign wealth funds), approximately five potential strategic buyers of the Company and more than 20 potential joint venture partners or buyers of selected assets of the Company. The BofA Merrill Lynch representatives and Mr. Silberfein also noted that they had received only a few inbound calls since announcement of BAM's proposal from parties expressing interest in exploring a strategic transaction with the Company.

        After careful consideration, the Special Committee unanimously determined to reject BAM's proposal of $17.00 per share as inadequate and not in the best interests of the Company or its stockholders.

        The Special Committee met again on Friday, February 5, 2016 and reviewed and discussed a draft response letter to BAM rejecting its proposal of $17.00 per share, as well as a draft public announcement, copies of which had been distributed to the Special Committee members prior to the meeting. After discussion and careful consideration, the Special Committee unanimously approved the proposed response letter and public announcement, and instructed Mr. Kruth to call Mr. Kingston over the weekend to inform Mr. Kingston that the Special Committee had decided to reject BAM's proposal and was planning to deliver a letter to BAM to this effect and publicly announce its rejection of such proposal on Monday morning, February 8, 2016.

        Mr. Kruth called Mr. Kingston in the afternoon on February 7, 2016 to inform him that the Special Committee had decided to reject BAM's January 16, 2016 proposal. In addition, Weil and Sidley discussed the possibility that BAM would submit a higher proposed per share price. As part of these discussions, Sidley informed Weil that the Special Committee would likely insist that any transaction with BAM include a condition that it be approved by holders of a majority of the Company's shares held by Unaffiliated Stockholders of the Company (a "majority of the minority" approval condition). Weil indicated that BAM likely would object to such condition.

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        The Special Committee held a meeting that evening to discuss this development and potential next steps. The Special Committee determined to await a potentially higher proposal from BAM before publicly announcing the Special Committee's rejection of BAM's proposal of $17.00 per share.

        On February 8, 2016, Lowell Baron, Managing Partner of BAM, communicated to Mr. Kruth and a representative of BofA Merrill Lynch a revised, increased proposal from BAM of $17.75 per share in cash. The Special Committee met later that afternoon to discuss this revised proposal, which represented an increase of approximately 4% to BAM's original proposal of $17.00 in cash. After careful consideration, the Special Committee unanimously authorized and instructed Mr. Silberfein to call Mr. Baron and/or Mr. Kingston to reject BAM's revised proposal of $17.75 per share and inform Mr. Baron and/or Mr. Kingston that the Special Committee would consider only a proposal that included a cash purchase price that was "closer to $19.00 per share" and included a "majority of the minority" approval condition.

        On February 9, 2016, Mr. Silberfein called Messrs. Kingston and Baron to reject BAM's revised proposal of $17.75 per share and to communicate the Special Committee's position that it would only consider a proposal that included a cash purchase price that was "closer to $19.00 per share" and included a "majority of the minority" approval condition, as instructed by the Special Committee. During this conversation, Mr. Silberfein made a number of arguments to convince BAM to increase its purchase price. Later on February 9, 2016, a BofA Merrill Lynch representative and Mr. Kruth were contacted by representatives of BAM during which such BAM representatives communicated a revised proposal that they stated was BAM's "best and final" offer, consisting of (i) a purchase price per share in cash of $18.25, (ii) suspension of the payment of all dividends by the Company through closing, (iii) a termination fee of $40.0 million payable by the Company if the Company terminates the merger agreement to accept a higher bid from a third party, (iv) no majority of the minority approval condition, (v) a customary no-shop provision with matching rights for BAM and fiduciary out termination right for the Company, and (vi) an expectation that BAM would have the ability to discuss post-closing employment arrangements with the Company's management team prior to signing a merger agreement. This offer was later confirmed in an email from Mr. Kingston (the "February 9 ^th BAM Offer").

        The Special Committee met in the evening of February 9, 2016 to discuss and consider the February 9 ^th BAM Offer. During this meeting, a BofA Merrill Lynch representative indicated that Mr. Kingston repeatedly had stated that the February 9 ^th BAM Offer was BAM's "best and final" offer. Mr. Silberfein noted that the Company's next proposed quarterly dividend, which was scheduled to be presented to the Board for approval at a meeting scheduled for February 25, 2016, would likely be $0.18 per share, and that the next proposed quarterly dividend after that might increase to approximately $0.19 per share. The Special Committee, with input from Sidley and BofA Merrill Lynch, discussed the likely timing of closing if a definitive agreement were reached in relation to the likely timing of dividend payments, and the potential effect that suspending the Company's dividend might have on the overall value of the February 9 ^th BAM Offer.

        Sidley and BofA Merrill Lynch further explained and commented on various aspects of the February 9 ^th BAM Offer, including the absence of a "majority of the minority" approval condition, the proposal for a "no-shop" as compared to a "go-shop" provision (i.e., a provision that would permit the Company to actively solicit a superior proposal for a period after entering into a definitive merger agreement with BAM, and to terminate such merger agreement to enter into an agreement with respect to any such superior proposal for a reduced termination fee) and the proposed size of the termination fee. The Special Committee members also discussed with the representatives from Sidley and BofA Merrill Lynch the unsuccessful process to sell the Company that was conducted in late 2013, the deterrent effect that BAM's January 16, 2016, publicly disclosed proposal to purchase the Company and significant ownership stake in the Company may have had and could continue to have on other potential bidders making a competing offer to acquire the Company, and the relative lack of interest

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that had been received from other potential bidders since the BAM proposal was made public on January 19, 2016, with only a few calls received from other potential bidders. The Special Committee also noted then current negative market conditions (including the fact that the equity REIT sector of the stock market had fallen an additional 6% in the preceding few days and had declined by approximately 10% since the beginning of the year, with the Company's peers down more materially).

        The Special Committee members further discussed how Mr. Kingston and other BAM representatives had attempted to contact a number of the Special Committee members individually to discuss the February 9 ^th BAM Offer. During the course of the meeting, Mr. Kruth reported to the Special Committee that he had received a message from Mr. Kingston reiterating to Mr. Kruth that the February 9 ^th BAM Offer was BAM's "best and final" offer and that BAM had "nothing left to offer." The unanimous consensus of the Special Committee was that if the Special Committee rejected the February 9th BAM Offer, BAM would potentially terminate discussions and withdraw its offer, in which case the Company's share price might decline to its pre-January 19, 2016 level of $13.49 per share (when BAM's initial proposal was publicly announced) or lower and that it would be in the best interests of the Company's stockholders to proceed with further discussions and negotiations with BAM.

        Accordingly, the Special Committee members carefully considered whether to accept or reject the various elements of the February 9 ^th BAM Offer, including whether to insist on a go-shop period with a reduced termination fee, but concluded, in respect of the go-shop, that a go-shop provision would likely not be of much value to the Company in light of the circumstances given, among other things, the (i) lack of interest on the part of other potential bidders since BAM's announcement of its January 16 ^th proposal, (ii) BAM's existing ownership stake in the Company, (iii) the unsuccessful process to sell the Company that was conducted in 2013, (iv) deteriorating market conditions (including the fact that the equity REIT sector of the stock market had fallen an additional 6% in the preceding few days and had declined by approximately 10% since the beginning of the year, with the Company's peers down more materially) and (v) the fact that BAM repeatedly emphasized that its February 9 ^th BAM Offer was its "best and final." The Special Committee members also noted that BAM had not requested an exclusivity agreement from the Company, and that the Company could continue to seek alternative proposals until a merger agreement, if any, was executed with BAM (which was expected to take two weeks or more).

        The Special Committee members determined, after consultation with BofA Merrill Lynch and Sidley, that the size of the $40.0 million termination fee (which was approximately 3.8% of the proposed transaction's equity value for the entire Company, including the shares already owned by BAM and its affiliates) was within the customary range of termination fees for transactions of this type and would likely not have a preclusive effect on the Company's ability to receive superior proposals from potential third party bidders. After careful consideration, the Special Committee unanimously instructed BofA Merrill Lynch, notwithstanding BAM's insistence that the February 9 ^th BAM Offer was "best and final," to respond to the February 9 ^th BAM Offer with a counterproposal consisting of (i) a price per share in cash of $18.50, (ii) a "majority of the minority" approval condition and (iii) no discussions between BAM and the Company's management team prior to signing a merger agreement. The Special Committee also instructed BofA Merrill Lynch to inform BAM that, subject to these provisions and an acknowledgment that any merger agreement would need to be executed before the dividend declaration date scheduled for February 25, 2016, it would accept the no-shop provision, the $40.0 million termination fee and the provision requiring suspension of the payment of all dividends by the Company through closing.

        In accordance with the Special Committee's instructions, BofA Merrill Lynch representatives spoke with Mr. Kingston on February 9, 2016, to relay the Special Committee's response. Mr. Kingston indicated that the Company's proposed purchase price of $18.50 per share in cash was not acceptable, and he reiterated that the February 9 ^th BAM Offer was BAM's best and final offer. Mr. Kingston also

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indicated that he understood that BAM could not agree to definitive employment terms with the Company's management prior to signing a merger agreement, but that BAM still wanted to have conversations with certain members of management prior to signing a merger agreement.

        At approximately the same time on February 9, 2016, a lawyer at Sidley received a call from a lawyer at Weil who said that BAM did not want to agree to a "majority of the minority" approval condition given the extra risk and uncertainty it might create for BAM.

        The Special Committee reconvened later that evening to receive an update regarding the conversations with BAM and Weil. Sidley discussed with the Special Committee whether to permit BAM to discuss employment terms with the Company's management, particularly with Mr. Silberfein, prior to signing a merger agreement. The Special Committee also discussed, among other things (i) potential alternatives that might permit BAM to increase its proposed purchase price, (ii) the importance of insisting on a requirement that any transaction with BAM be approved by a majority of the Unaffiliated Stockholders of the Company and (iii) the status of BofA Merrill Lynch's efforts, at the direction of the Special Committee, to identify other potential bidders that might be interested in pursuing strategic alternatives with the Company, including an acquisition of the Company. The Special Committee carefully considered the likely consequences of rejecting the February 9 ^th BAM Offer, including the possibility that the Company's stock price could fall below its pre-January 19, 2016 level if BAM withdrew its bid. After careful consideration of the options available to it, the Special Committee unanimously authorized and instructed Mr. Kruth and the BofA Merrill Lynch representatives to call Mr. Kingston and relay the following counterproposal:

•

a purchase price per share of $18.25 in cash;



•

suspension of the payment of all dividends by the Company through closing, provided that if a merger agreement with BAM was not executed on or before February 24, 2016, the Company would declare its regularly scheduled quarterly dividend (subject to approval by the Board at such time); and



•

a "majority of the minority" approval condition.

        The Special Committee members expressed their belief that these terms were likely the best that BAM would agree to given the volatile and deteriorating financial market conditions, the best and final nature of the February 9 ^th BAM Offer and other factors.

        The Special Committee also unanimously authorized and instructed BofA Merrill Lynch to contact all parties previously identified as potentially interested in exploring a strategic transaction with the Company, including an acquisition of the Company, to determine if they would be interested in bidding for the Company. The Special Committee noted that it was important, given that any merger agreement with BAM would likely not include a "go-shop", that all prospective interested bidders receive the Company's 2016 Business Plan as soon as possible.

        After this meeting, in the evening of February 9, 2016 and as instructed by the Special Committee, Mr. Kruth and a BofA Merrill Lynch representative spoke with Mr. Kingston to communicate the Special Committee's latest counterproposal. The only portion of such counterproposal that was not accepted was the Special Committee's request for a "majority of the minority" approval condition. However, Mr. Kingston indicated BAM would reconsider this last open point, and revert to BofA Merrill Lynch and Mr. Kruth later that evening or the next day.

        The Special Committee met in the morning on February 10, 2016, during which Mr. Kruth and a BofA Merrill Lynch representative updated the Special Committee on their conversation with Mr. Kingston. Among other things, the Special Committee considered, in consultation with Sidley and BofA Merrill Lynch, the Company's existing takeover defenses (including the 9.9% REIT ownership limitations in the Company's charter), other defenses that the Company could implement to address the risks raised by BAM, such as a stockholder rights plan, and whether going-private transactions such as the one proposed by BAM commonly included a "majority of the minority" approval condition.

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        Later in the day, Mr. Kruth received a telephone call from Mr. Kingston to discuss the Special Committee's request for a majority of the minority approval condition, during which Mr. Kingston indicated that BAM would agree to such a condition. Mr. Kingston also reiterated BAM's desire to discuss post-closing employment terms with members of the Company's senior management, including Mr. Silberfein, and asked if Mr. Silberfein would be willing to resign from the Special Committee in order to permit such discussions to occur.

        The Special Committee reconvened in the afternoon of February 10, 2016 to discuss Mr. Kruth's latest discussion with Mr. Kingston. The Special Committee members discussed with Sidley and BofA Merrill Lynch the advantages and disadvantages of permitting BAM to discuss post-closing employment terms with members of senior management, including Mr. Silberfein, as well as the advantages and disadvantages of Mr. Silberfein resigning from the Special Committee. Mr. Silberfein indicated that he would be willing to resign from the Special Committee at the appropriate time, if requested by the Special Committee, but that he did not believe now was the appropriate time for him to do so. The Special Committee also discussed with the Sidley representatives potential alternatives, including whether Mr. Silberfein could have a discussion with BAM with respect to Mr. Silberfein's post-closing employment terms, with representatives from Sidley participating, if and when BAM and the Company were close to an agreed-upon form of merger agreement.

        At this meeting, BofA Merrill Lynch representatives informed the Special Committee that, as instructed by the Special Committee, more than 25 potential bidders had been contacted. Of those, five parties indicated that they were not interested in the mall REIT sector, a draft confidentiality and standstill agreement had been sent to 10 parties then to date and the remaining parties had not responded. BofA Merrill Lynch indicated that, as requested by the Special Committee, it would continue to contact additional potential bidders.

        On February 11, 2016, Weil sent to Sidley an initial draft merger agreement. The next day, Weil sent to Sidley an initial due diligence request list. Weil acknowledged that BAM's offer was expressly not conditioned on any due diligence, and it was BAM's view that the items requested were confirmatory in nature, would likely need to be disclosed in the Company's disclosure schedules to the merger agreement and would not impact the terms or timing of the proposed transaction.

        On February 12, 2016, Sidley provided to Weil a draft confidentiality agreement for BAM to execute. Between February 12, 2016 and February 15, 2016, this agreement was negotiated between the parties, with Weil and Sidley exchanging several drafts. On February 15, 2016, BAM and the Company executed the confidentiality agreement, and on February 16, 2016, BAM and its representatives were granted access to a data room established by the Company.

        On February 13, 2016, Weil sent to Sidley initial drafts of an exchange agreement and a voting agreement. On February 15, 2016, Sidley sent to Weil revised drafts of the merger agreement, voting agreement and exchange agreement.

        The Special Committee met in the afternoon of February 17, 2016 to receive an update from Sidley and BofA Merrill Lynch on the negotiations with BAM and BofA Merrill Lynch's efforts, on behalf of the Special Committee, to contact other parties potentially interested in exploring a strategic transaction with the Company, including an acquisition of the Company. During this meeting, Sidley explained that the Company and Sidley were awaiting a response from BAM and Weil on Sidley's latest drafts, but that the material points likely to be raised by BAM (which were in fact raised when Weil's revised transaction document drafts were received later that evening) were: (i) the rejection by BAM of an obligation, requested by the Special Committee, on the part of BAM and its affiliates to vote their shares of Common Stock in favor of a superior proposal if BAM decided not to match such superior proposal; (ii) a reinsertion of BAM's request that the Company agree to pay BAM's transaction expenses if the Company's stockholders did not approve the transaction, even in the absence of a third-party bid (a "naked no vote"); (iii) a reinsertion of BAM's request that the Company pay BAM a

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$40.0 million termination fee if the Special Committee failed to reaffirm its recommendation of the BAM transaction, even if the Company received a competing proposal that the Special Committee was still evaluating; and (iv) a reinsertion of a provision that the Company agree to request upon execution of the merger agreement that all parties with which the Company had entered into a confidentiality agreement promptly return or destroy all diligence information made available to them.

        Also during this meeting, BofA Merrill Lynch updated the Special Committee as to the third-party solicitation process then conducted, indicating that, to date, in accordance with the Special Committee instructions, more than 40 potential bidders had been contacted and 16 parties were sent a confidentiality agreement, with six bidders as of that date providing mark-ups to such confidentiality agreement. BofA Merrill Lynch noted that (i) many of the parties contacted indicated that they were not interested in the mall property sector in which the Company operates, (ii) a number of the parties contacted indicated that they likely could not bid more than BAM's publicly announced initial purchase price of $17.00 per share and (iii) a number of the parties contacted indicated that they were concerned about investing resources to explore a strategic transaction with the Company given the large equity position that BAM already held in the Company. BofA Merrill Lynch noted that the Special Committee might be able to assuage such concerns by informing those parties, at the appropriate time, that it would consider reimbursing some or all of their expenses if they advanced to a second round of the process. BofA Merrill Lynch stated that, as requested by the Special Committee, it would continue to contact additional potential bidders and follow up on leads. The Special Committee discussed additional parties that BofA Merrill Lynch should contact.

        Over the next several days, Sidley and Weil participated in several teleconferences to discuss open points in the transaction documents and exchanged revised drafts of those documents.

        In the morning of February 21, 2016, Sidley and Weil had a teleconference in which Weil communicated BAM's position on the remaining open points, which consisted of: (i) BAM's refusal to agree to vote the BAM-controlled shares of the Company in favor of a superior proposal that BAM decided not to match (Sidley had asked Weil if BAM would instead agree to an extension of the BAM standstill that expired on March 4, 2016; however, Weil indicated that BAM would not agree to that), but an indication that BAM might consider the Company having an express right under the merger agreement to implement a stockholder rights plan between signing and closing; (ii) BAM's request for expense reimbursement, capped at $10.0 million, if the merger agreement were terminated because of a "naked no-vote"; (iii) a compromise to allow the Special Committee, without paying the $40.0 million termination fee to BAM, to indicate that a public reaffirmation, at BAM's request, of the Special Committee's recommendation to the stockholders to vote in favor of the BAM transaction could be made expressly subject to the Special Committee's concurrent evaluation of a potential superior proposal; and (iv) BAM's request for an agreement that the Company would promptly instruct other bidders that had been provided with confidential information with respect to the Company to promptly return or destroy such confidential information.

        The Special Committee met in the morning of February 22, 2016. At this meeting, BofA Merrill Lynch updated the Special Committee as to the status of its opinion process and Sidley and BofA Merrill Lynch updated the Special Committee as to the material open points in the negotiations with BAM. The Special Committee discussed in particular BAM's refusal to agree to vote the shares of Common Stock that BAM and its affiliates owned in favor of a superior proposal that BAM decided not to match, and refusal to extend its standstill. The Special Committee members, Sidley and BofA Merrill Lynch discussed the possibility that BAM could, in response to a third party competing bid, purchase more shares of the Company in the open market to make it more difficult for such third-party's bid to be approved by the Company's stockholders. They also discussed the possibility that BAM could purchase shares in the open market from Unaffiliated Stockholders of the Company that did not support the BAM transaction, thereby potentially making it easier to obtain the majority of the

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minority approval and that the Company could adopt a stockholder rights plan to prevent BAM from acquiring more shares.

        After careful consideration of the available options and alternatives, and the advantages and disadvantages of each, the Special Committee unanimously authorized and directed the Sidley representatives to propose to Weil and BAM a compromise package consisting of: (i) accepting BAM's refusal to agree to vote the BAM-controlled shares in favor of a superior proposal that BAM decided not to match, and BAM's refusal to extend its standstill beyond March 4, 2016, if BAM agreed that the Company would not be prohibited from adopting a stockholder rights plan between signing and closing of a merger agreement; (ii) rejecting the request for reimbursement of BAM's expenses in the event of a naked no-vote; and (iii) accepting BAM's request that the Company promptly instruct other bidders to return or destroy confidential information, provided that such return or destruction was not required to occur until five business days after the Company's request (which would provide such bidders with additional time to review and consider the confidential information).

        Later that afternoon on February 22, 2016, Sidley had a teleconference with Weil to convey the compromise package as instructed by the Special Committee earlier in the day. Weil indicated that they would need to convey the compromise package to BAM in order to get final approval. The Special Committee scheduled a meeting for February 24, 2016 to consider authorizing and approving the merger agreement and ancillary documents.

        Approximately 45 minutes before that Special Committee meeting, Weil called Sidley and stated that BAM objected to permitting the Company to adopt a stockholder rights plan between signing and closing that would restrict BAM and its affiliates from buying additional shares of the Company's common stock.

        The Special Committee met that afternoon as scheduled, and discussed this development as well as potential scenarios in which BAM or its affiliates could purchase additional shares of Common Stock between signing and closing, and the effects that could have.

        At this meeting, BofA Merrill Lynch also provided an overview of its efforts, at the direction of the Special Committee, to solicit indications of interest from third parties with respect to a possible strategic transaction with the Company, including an acquisition of the Company, noting that BofA Merrill Lynch had contacted 43 potentially interested parties. Four parties did not respond to BofA Merrill Lynch's initial inquiry, 28 parties declined the opportunity to explore a transaction with the Company before receiving, or in the case of certain of these parties, providing the Company with a mark-up to, the confidentiality agreement that would have permitted the review of confidential information of the Company, one party declined the opportunity to explore a transaction with the Company after the party submitted a mark-up of the confidentiality agreement, two parties never responded after having been provided with a draft of the confidentiality agreement, six parties finalized and executed confidentiality agreements with the Company and two parties were in the process of negotiating confidentiality agreements with the Company at the time the Merger Agreement was signed. All six parties that executed confidentiality agreements with the Company were granted access to the Company's data room between February 11, 2016 and February 22, 2016, and all six parties had been in the data room to download documents by the time the Merger Agreement was signed. None of the six parties that had executed confidentiality agreements with the Company asked any follow-up due diligence questions or requested additional information concerning the Company or expressed any further interest in exploring an acquisition of or other transaction with the Company. Also at this meeting, the Special Committee accepted updated information regarding the material relationships of BofA Merrill Lynch, which information had been provided to the Special Committee in advance of the meeting and was updated and generally consistent with information previously provided to the Special Committee on January 21, 2016. After considering such disclosures, the Special Committee remained of the view that BofA Merrill Lynch did not have any material relationships with BAM or its affiliates

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that would reasonably be expected to impair BofA Merrill Lynch's ability to perform its financial advisory services to the Special Committee.

        Sidley then reviewed in detail with the Special Committee the terms and conditions of the merger agreement and the other transaction documents, pointing out the three-day closing mechanics proposed by BAM, and the ramifications thereof, including potential tax issues resulting therefrom.

        Also at this meeting, BofA Merrill Lynch reviewed its financial analysis of the $18.25 per share consideration with the Special Committee and rendered an oral opinion, confirmed by delivery of a written opinion dated February 24, 2016, to the Special Committee to the effect that, as of that date and based on and subject to various assumptions, limitations and qualifications described in the opinion, the $18.25 per share consideration to be received in connection with the transaction by holders of the Common Stock (other than Parent, Acquisition Sub, the Guarantors, the Exchange Parties and their respective affiliates) was fair, from a financial point of view, to such holders.

        After further discussion and careful consideration of the available options and alternatives, and the advantages and disadvantages of each (including the possibility of BAM terminating discussions and the Company's stock price falling to its pre-January 19, 2016 level), the Special Committee unanimously adopted resolutions (i) approving the merger agreement and other transaction documents and the transactions contemplated thereby, (ii) declaring the merger agreement and other transaction documents and the transactions contemplated thereby to be advisable and in the best interests of all of the stockholders of the Company, and (iii) authorizing certain Company officers to take necessary actions to effect the transactions contemplated by the merger agreement, including the preparation of this proxy statement, solicitation of stockholder approval of the merger agreement, holding a special meeting of stockholders for such purpose, and preparing and filing documents required by applicable law, and recommending that the Board do the same, in each case subject to BAM agreeing to an express provision in the merger agreement that permitted the Company to adopt a stockholder rights plan between signing the merger agreement and closing of the transactions contemplated thereby. The Special Committee instructed and authorized the Sidley representatives to inform Weil of the Special Committee's determinations and conditional approvals of the transaction, and that if BAM did not agree to the terms of the transaction documents, as so approved by the Special Committee, by the time the Company was ready to release its financial results for the quarter ended December 31, 2015 (expected to be February 26, 2016), the Company would release such results and declare a regular dividend in respect of the first quarter of 2016.

        Immediately thereafter, a meeting of the Board was convened with all directors present other than Messrs. Blidner, Clark and Kingston, each of whom had received notice of the meeting and had confirmed to the Secretary of the Company via email prior to the meeting that they were aware that the meeting was taking place and that they had recused themselves from, and would not attend, the meeting. The Board, with the unanimous vote of all present, (i) adopted resolutions approving the merger agreement and other transaction documents and the transactions contemplated thereby, (ii) declaring the merger agreement and other transaction documents and the transactions contemplated thereby to be advisable and in the best interests of all the stockholders of the Company, and (iii) authorizing certain Company officers to take necessary actions to effect the transactions contemplated by the merger agreement, including the preparation of this proxy statement, solicitation of stockholder approval of the merger agreement, holding a special meeting of stockholders for such purpose, and preparing and filing documents required by applicable law, in each case subject to BAM agreeing to an express provision in the merger agreement that permitted the Company to adopt a stockholder rights plan between signing the merger agreement and closing of the transactions contemplated thereby.

        Shortly after the conclusion of these meetings, Sidley, Weil, BofA Merrill Lynch, Ms. Elman and Mr. Blidner held a teleconference to inform Weil and BAM of the Special Committee's and the

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Board's conditional approval of the transaction. Mr. Blidner stated that, in lieu of agreeing to an express provision in the merger agreement that permitted the Company to adopt a stockholder rights plan between signing the merger agreement and closing of the transactions contemplated thereby, BAM would agree to certain limited modifications to its then-current standstill agreement that would provide reasonable assurances to the Special Committee with respect to BAM and its affiliates not purchasing additional shares of Common Stock. The participants on this call then discussed several alternatives to achieve the parties' objectives.

        Immediately after this teleconference, the Special Committee reconvened its meeting to receive an update on the conversation that had just taken place with Weil and Mr. Blidner. After careful consideration of the available options and the advantages and disadvantages of each, the Special Committee unanimously determined that the modified standstill proposed by Mr. Blidner had the same substantive effect as inclusion of an express right of the Company to adopt a stockholder rights plan, as previously considered by the Special Committee and on which the Special Committee's prior approval of the transaction documents and the transactions contemplated thereby was conditioned. The Special Committee unanimously adopted the same resolutions in respect of the merger agreement, the other transaction documents and the transactions contemplated thereby as it did earlier in the evening, but this time on the understanding that the transactions would include this modified standstill agreement in lieu of the ability for the Company to implement a stockholders rights plan after signing. Immediately thereafter, the meeting of the Board was reconvened with all directors present other than Messrs. Blidner, Clark and Kingston, who had recused themselves, and the Board unanimously adopted the same resolutions in respect of the merger agreement, the other transaction documents and the transactions contemplated thereby as it did earlier in the evening, but this time on the understanding that the transactions would include this modified standstill agreement in lieu of the ability for the Company to implement a stockholders rights plan after signing.

        After these meetings, Sidley and Weil exchanged near final drafts of the merger agreement and other transactions documents. Weil and BAM objected to proposed language with respect to the modified standstill that had been discussed earlier in the evening. After a number of discussions with BAM, Weil and management, BAM agreed to allow the Company to implement a stockholder rights plan between signing and closing in lieu of agreeing to any modification of the existing BAM standstill. Sidley, on behalf of the Special Committee, accepted this because it was the term on which the Special Committee had conditioned its approval of the transaction earlier in the evening.

        Further revised drafts of the transaction documents were exchanged by Weil and Sidley, and the parties executed the Merger Agreement and related definitive agreements early in the morning of February 25, 2016, at which time the Company issued a press release announcing the transaction.

        On or about February 24, 2016, BAM met with several members of senior management of the Company, other than Mr. Silberfein, to discuss BAM's intentions for the Company and potential post-closing scenarios. No employment arrangements were discussed.

        On February 25, 2016, BAM filed an amendment to its Schedule 13D with the SEC reflecting the transaction and attaching copies of the Merger Agreement, the Voting Agreement, the Exchange Agreement and the Side Letter.

        On February 29, 2016, the Company filed a Current Report on Form 8-K with the SEC reflecting the transaction and attaching a copy of the Merger Agreement, the Voting Agreement, the Exchange Agreement and the Side Letter. The Company also reported its fourth quarter and full year 2015 financial results on February 29, 2016.

        On March 3, 2016, the Special Committee unanimously and conditionally approved the adoption of a stockholder rights plan and the declaration of a dividend distribution of rights contemplated thereby, which were conditioned on BAM not agreeing either (i) to extend the existing standstill agreement

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between BAM and the Company, which was set to expire on March 4, 2016, or (ii) to provide other reasonable assurance to the Special Committee that BAM and its affiliates would not purchase additional shares of the Company's common stock without giving the Special Committee reasonable notice thereof to enable the Special Committee to determine whether to then implement the stockholder rights plan. The Special Committee authorized and instructed Mr. Silberfein and Ms. Elman to communicate the Special Committee's conditional approval of a stockholder rights plan to BAM.

        Later on March 3, 2016, Mr. Silberfein and Ms. Elman informed representatives of BAM of the Special Committee's conditional approval of a stockholder rights plan. The BAM representatives confirmed that BAM and its affiliates did not have any intention to purchase additional shares of Common Stock and offered to provide the Company with at least two business days' notice if that intention changed.

        The Special Committee met on March 4, 2016, at which time Mr. Silberfein and Ms. Elman updated the Special Committee on their discussion with BAM. At this meeting, the Special Committee considered BAM's stated intention to not purchase additional shares of Common Stock and offer to notify the Company at least two business days' prior to any change in that intention. After careful consideration, the Special Committee unanimously decided not to implement at that time the stockholder rights plan that had been conditionally approved on the prior day, and authorized and instructed Mr. Silberfein and Ms. Elman to communicate to BAM the Special Committee's decision, and to obtain written confirmation of BAM's position.

        On March 10, 2016, the Company received a letter from BAM informing the Company that, as of such date, and at any time prior to the earlier of receipt of the stockholder approvals required under the Merger Agreement and the termination of the Merger Agreement, BAM did not intend to acquire, cause any of its controlled affiliates to acquire, or assist, advise, act in concert with or participate with or knowingly encourage others to acquire, any additional shares of the Company's common stock, and that BAM intended to give the Company at least two business days' prior written notice before taking any such action. The letter also stated that BAM would give the Company reasonable notice if such intentions changed.

Reasons for the Merger; Recommendation of the Special Committee and of the Board; Fairness of the Merger

        As described above, the Board established the Special Committee and delegated to it all the Board's power and authority with respect to BAM's proposal and any alternatives thereto, including, among other things, the power and authority to evaluate, accept, reject and/or negotiate the proposal, explore and solicit other proposals and/or explore, evaluate and effect alternatives to the BAM proposal, and to cause the Company to take any and all corporate and other actions, and/or enter into any agreements with BAM or third parties, and/or adopt any measures, in response to or in connection with the BAM proposal, all as may be determined by the Special Committee in its sole discretion. The Special Committee evaluated, with the assistance of its legal and financial advisors, the Merger Agreement and the Merger and the other Transactions and, on February 24, 2016, the Special Committee unanimously determined that the Merger Agreement and the other Transaction Documents, and the Transactions, including the Merger, are advisable and in the best interests of all the stockholders of the Company. Further, the Board and the Special Committee reasonably believe that the Merger Agreement, the Exchange Agreement and the Transactions, including the Merger, are fair to the Company's Unaffiliated Stockholders.

        The Special Committee engaged its own legal and financial advisors and received advice throughout the negotiations from such advisors. Since the members of the Special Committee are independent of and not affiliated with BAM or any if its affiliates, the Special Committee believed that

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it could effectively represent the Unaffiliated Stockholders in negotiating the terms of the Transactions and did not believe it necessary to retain a separate unaffiliated representative to act solely on behalf of Unaffiliated Stockholders for the purposes of negotiating the Transactions.

        The Special Committee also unanimously recommended to the Board that it:

•

determine that each of the Merger Agreement, the Exchange Agreement and the Transactions, including the Merger, are advisable and in the best interests of all the stockholders of the Company;



•

approve the execution, delivery and performance of the Merger Agreement and the Exchange Agreement and consummate the Transactions, including the Merger;



•

subject to the provisions of the Merger Agreement permitting a change in recommendation in certain circumstances, resolve to recommend adoption of the Merger Agreement by the stockholders of the Company as provided in the Merger Agreement and direct that the Transactions, including the Merger, and the Merger Agreement be submitted to the stockholders of the Company for their approval and adoption; and



•

duly and validly approve and take all corporate action required to be taken, under the Company's certificate of incorporation and bylaws, as amended, and pursuant to applicable law, including the Delaware General Corporation Law, by the Board to authorize the consummation of the Transactions, including the Merger.

Positive Factors

        In the course of reaching the determinations and decisions, and making the recommendation, described above, the Special Committee considered the following positive factors relating to the Merger Agreement, the Merger and the other Transactions contemplated thereby, each of which the Special Committee believed supported its decision:

•

the Special Committee believed the total consideration of $18.25 per share in the Transactions was more favorable to the Unaffiliated Stockholders of the Company than the potential value that might result from other alternatives reasonably available to the Company, including the alternative of remaining a stand-alone public company and pursuing its current strategic plan, and other strategic or recapitalization strategies that might be undertaken as a stand-alone public company, in light of a number of factors (including the Company's small market capitalization as compared to other mall REITs, which the Special Committee believed limited the Company's institutional investor base), including the risks and uncertainty associated with those alternatives;



•

the current and historical market prices of the Common Stock, including the market performance of the Common Stock relative to that of other participants in the Company's industry and general market indices, and the fact that the consideration of $18.25 per share in the Transactions represents a premium of approximately 35% over the closing price per share of the Company's Common Stock on January 15, 2016, the last trading day before BAM's announcement of its initial proposal to acquire the Company, and an increase of $1.25 per share from the $17.00 per share price originally proposed by BAM on January 16, 2016;



•

the Special Committee believed the transaction consideration was fair in light of the Company's business, operations, financial condition, strategy and prospects, as well as the Company's historical and projected financial performance;



•

the Special Committee's belief that the $18.25 per share cash consideration represented the highest per share consideration that could be obtained from BAM and that BAM likely would have withdrawn its offer if the Special Committee did not accept it;

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•

during the period since BAM publicly announced its initial proposal to acquire the Company until the signing of the Merger Agreement, share prices dropped for publicly traded mall REITs that are deemed industry comparables to the Company;



•

the likelihood that if the Special Committee had rejected BAM's final proposal, the price of the Company's common stock could, in the opinion of the Special Committee, likely fall to below $13.49, its closing price on January 15, 2016, the last trading day prior to the public announcement of BAM's initial proposal;



•

subsequent to the Company's announcement on January 19, 2016 of its receipt of BAM's initial proposal to acquire the Company and at the direction of the Special Committee, BofA Merrill Lynch had contacted over 40 parties, including those viewed as the most likely potentially interested parties, to solicit and encourage competing proposals, of which six parties had requested (and were provided) access to confidential information with respect to the Company, but none of those six parties expressed any further interest in exploring an acquisition or other transaction with the Company;



•

many of the potentially interested parties BofA Merrill Lynch contacted indicated that they were not interested in the sector of the mall industry in which the Company operates, could not likely bid more than BAM's initial publicly announced offer price of $17.00 per share and/or were concerned about investing resources to explore a strategic transaction with the Company given the large equity position that BAM's affiliates hold in the Company;



•

the process that the Company conducted in late 2013 to explore its potential strategic alternatives, including a sale of the Company, which did not result in a transaction;



•

the Special Committee's understanding of the Company's business, assets, financial condition and results of operations, its competitive position and historical and projected financial performance, and the nature of the industry in which the Company competes;



•

the Special Committee's belief that any alternative to an acquisition of the Company involving an asset sale or joint venture would likely be complex, time consuming and uncertain to be completed;



•

the efforts made by the Special Committee, with the assistance of its advisors, to negotiate and execute a Merger Agreement as favorable to the Company and its Unaffiliated Stockholders under the circumstances, and the fact that extensive negotiations regarding the Merger Agreement were held between the Special Committee and its advisors and BAM and its advisors;



•

that the proposed transaction consideration is all cash so that the transaction allows the Unaffiliated Stockholders of the Company to realize a fair value, in cash, for their investment and provides such stockholders certainty of value for their shares, especially when viewed against the risks confronting the Company's business, including the risks identified in the Company's Annual Report on Form 10-K filed with the SEC on March 8, 2016;



•

the absence of any financing condition to the Parent Parties' obligations to close the Transactions, the absence of material regulatory approvals or third party consents required to consummate the Transactions and the relative certainty of closing;



•

the financial presentation and opinion dated February 24, 2016, of BofA Merrill Lynch to the Special Committee as to the fairness, from a financial point of view and as of such date, to the holders of Common Stock (other than Parent, Acquisition Sub, the Guarantors, the Exchange Parties and their respective affiliates) of the $18.25 per share cash consideration to be received by such holders in connection with the acquisition of the Company by Parent, which opinion was based on and subject to the assumptions made, procedures followed, factors considered and

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limitations and qualifications on the review undertaken as more fully described in the section entitled " Special Factors—Opinion of the Special Committee's Financial Advisor " beginning on page 40;

•

the availability of appraisal rights under Delaware law to holders of Common Stock who do not vote in favor of the adoption of the Merger Agreement and comply with all the required procedures under Delaware law, which provides those eligible stockholders with an opportunity to have the Delaware Court of Chancery determine the fair value of their shares, which may be more than, less than, or the same as the consideration to be received in the Transactions; and



•

the terms and conditions of the Merger Agreement, including:



•

the requirement that the Merger Agreement be adopted by holders of a majority of the outstanding shares of Company Common Stock not beneficially owned by Parent or any of its affiliates (including BPY and its affiliates);



•

the provisions allowing the Special Committee to withdraw or change its recommendation of the Merger Agreement, in response to a Superior Proposal (as such term is defined in the Merger Agreement, as described in the " The Merger Agreement—Other Covenants and Agreements—No Solicitation " section beginning on page 84) or Intervening Event (as such term is defined in the Merger Agreement, as described in the " The Merger Agreement—Other Covenants and Agreements—No Solicitation " section beginning on page 84), or to terminate the Merger Agreement to enter into a definitive written agreement providing for a Superior Proposal, in each case subject to payment of a $40.0 million termination fee;



•

the fact that the Merger Agreement does not require the Company to pay to Parent any termination fee or expenses reimbursement if the sole reason the Transactions are not consummated is the failure to obtain the requisite stockholder approvals (and no other competing transactions have been publicly announced and the Company is not in breach of its obligations under the Merger Agreement);



•

the Company's ability to seek specific performance to prevent breaches of the Merger Agreement, to enforce specifically the terms of the Merger Agreement and to seek damages, on behalf of the holders of the Common Stock, Company Options and Company Restricted Stock, if Parent or Acquisition Sub breaches the Merger Agreement;



•

that the Guarantors have guaranteed the obligations of Parent and Acquisition Sub in connection with the Transaction Agreements and the Transactions, subject to a cap equal to the aggregate consideration payable under the Merger Agreement, other than Parent's post-closing indemnification obligations under the Merger Agreement, which are not capped; and



•

that, after consummating the Merger, the Company would no longer incur significant expenses of remaining a public company, including the legal, accounting, transfer agent, printing and filing fees, which expenses, in the absence of the Merger, could adversely affect the Company's financial performance and the value of the Common Stock.

Procedural Safeguards

        In the course of reaching the determinations and decisions, and making the recommendation, described above, the Special Committee also considered the following factors relating to the procedural safeguards that the Special Committee believes were and are present to ensure the fairness of the Merger and to permit the Special Committee to represent the Company's Unaffiliated Stockholders, each of which safeguards the Special Committee believed supported its decision and provided assurance of the fairness of the Transactions to the Company's Unaffiliated Stockholders:

•

the existence of a "majority-of-the-minority" voting requirement, pursuant to which the consummation of the Transactions is subject to a condition that the Merger Agreement be adopted by the affirmative vote of holders of a majority of the outstanding shares of Common Stock not beneficially owned by Parent or any of its affiliates (including BPY and its affiliates);

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•

the Guarantors have substantial invested and uncommitted capital and that the Merger Agreement does not contain any financing conditions or contingencies;



•

the Special Committee consists of five directors who are independent of, and not affiliated with, BAM or any of its affiliates, including BPY and its affiliates;



•

the members of the Special Committee (other than Mr. Silberfein) were adequately compensated for their services consistent with market practice, and that their compensation was in no way contingent on their approving the Merger Agreement or the Transactions;



•

the Special Committee retained and was advised by its own legal and financial advisors;



•

the Special Committee was involved in extensive deliberations over a period of approximately six weeks regarding BAM's proposal to acquire the Company, including 14 meetings, and was provided with full access to the Company's management in connection with its due diligence;



•

the Special Committee had exclusive authority to decide whether or not to proceed with a transaction or any alternative thereto, subject to the Board's approval of the Merger Agreement, as required by Delaware law;



•

the Special Committee was aware that it had no obligation to recommend any transaction, including BAM's offer, and that the Special Committee had the authority to "say no" to any proposals made by BAM or any other potential acquirors;



•

the Special Committee had the authority to take such actions as the Special Committee deemed necessary or appropriate in connection with anti-takeover provisions, including, without limitation, actions with respect to the adoption, amendment or redemption of a stockholder rights plan;



•

the Company is permitted under certain circumstances to respond to inquiries regarding acquisition proposals and, upon payment of a $40.0 million termination fee to Parent, to terminate the Merger Agreement to accept a Superior Proposal (as such term is defined in the Merger Agreement, as described in the " The Merger Agreement—Other Covenants and Agreements—No Solicitation " section beginning on page 84);



•

the Special Committee is permitted to implement a stockholder rights plan prior to closing, which, in conjunction with the letter dated March 10, 2016 from BAM to the Company stating that BAM does not intend to purchase or cause to be purchased additional shares of Common Stock and intends to give the Company at least two business days' notice before doing so, and would give the Company reasonable notice if such intention were to change, allows the Special Committee to prevent BAM and its affiliates from obtaining control of the Company outside the Transactions; and



•

the Special Committee made its evaluation of the Merger Agreement and the Merger and the other Transactions based upon the factors discussed in this proxy statement, independent of BAM and its affiliates, including BPY and its affiliates.

Risks and Potentially Negative Factors

        In the course of reaching the determinations and decisions, and making the recommendation, described above, the Special Committee considered the following risks and potentially negative factors relating to the Merger Agreement, the Merger and the other Transactions:

•

the Unaffiliated Stockholders of the Company will have no ongoing equity participation in the Company following the Merger, and such stockholders will cease to participate in the Company's future earnings or growth, if any, or to benefit from increases, if any, in the value of the

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Common Stock, and will not participate in any potential future sale of the Company to a third party;

•

the participation in the Merger by BAM's affiliates, and the fact that their interests in the transaction differ from those of the Company's Unaffiliated Stockholders;



•

the possibility that BAM and its affiliates could, at a later date, engage in unspecified transactions including a restructuring effort or the sale of some or all of the surviving corporation or its assets to one or more purchasers that could conceivably produce a higher aggregate value than that available to stockholders in the Transactions;



•

the significant ownership of the Company by BAM's affiliates, including BPY and its affiliates, and BAM's refusal to agree to vote shares of the Company held by BAM's affiliates, including BPY and its affiliates, in favor of any Superior Proposal that Parent decided not to match, likely discouraged and will continue to discourage third parties from making offers that were competitive with BAM's;



•

the absence of a "go-shop" provision in the Merger Agreement that would permit the Company to actively solicit a superior proposal for a period after execution of the Merger Agreement, and to terminate the Merger Agreement to enter into an agreement with respect to any such superior proposal for a reduced termination fee;



•

the risk of incurring substantial expenses related to the Merger, including in connection with any litigation that may result;



•

the Merger Agreement's restrictions on the conduct of the Company's business prior to the completion of the Merger, generally requiring the Company to conduct its business only in the ordinary course, subject to specific limitations, which may delay or prevent the Company from undertaking business opportunities that may arise pending completion of the Merger;



•

the Merger Agreement's restrictions on the Company paying dividends prior to the completion of the Merger, other than the Closing Dividend;



•

the risks and costs to the Company if the Merger does not close, including the diversion of management and employee attention, potential employee attrition and the potential effect on business and tenant relationships;



•

that the receipt of cash in respect of shares of Common Stock pursuant to the Transactions will be taxable transactions for U.S. federal income tax purposes. (see " Material United States Federal Income Tax Consequences of the Merger and the Closing Dividend " beginning on page 66);



•

the fact that there can be no assurance that all conditions to the parties' obligations to complete the Transactions will be satisfied and that, as a result, it is possible that the Merger may not be completed even if the Merger Agreement is adopted and all requisite stockholder approvals are obtained; and



•

the possibility that, under certain circumstances under the Merger Agreement, the Company may be required to reimburse Parent's expenses and/or pay a termination fee to Parent.

        In the course of reaching its decision to recommend to the Board that the Board approve the Merger Agreement, the Special Committee did not consider the liquidation value of the Company because it considered the Company to be a viable going concern and therefore did not consider liquidation value to be a relevant methodology. In its evaluation of the transaction, while the Special Committee believed that there was no single method for determining "going concern value," the Special Committee believed that the future financial results reflected in management's projections for the Company and the related additional factors considered by the Special Committee provided an indication of the Company's going concern value. In addition, the Special Committee did not consider

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net book value, which is an accounting concept, a factor because it believed that net book value is not a material indicator of the value of the Company as a going concern but rather is indicative of historical costs. The Company's net book value per share as of December 31, 2015 was approximately $9.29, or approximately 49% lower than the $18.25 per share cash Transaction consideration. The Special Committee also did not consider any precedent transactions because, given the lack of recent merger and acquisition activity in the shopping mall sector and limited comparability, it believed there were no precedent transactions of relevance to consider.

        The Special Committee did not view the prices paid by the Company for the open market repurchases of shares of Common Stock in 2015 detailed in the " Important Information Concerning the Company—Transactions in Common Stock " section beginning on page 109 as relevant beyond indicating the trading price of the Common Stock during such periods. Because none of the Parent Parties or the Brookfield Filing Persons purchased any shares of Common Stock in the last two years, there were no purchase prices in any such transactions available for the Special Committee to consider.

        Further, because neither the Company nor any of its affiliates has received in the last two years any firm offers concerning any merger or consolidation with respect to the Company, any sale or other transfer of all or any substantial part of the Company's assets or a purchase of the Company's securities that would enable the holder to exercise control of the Company, from any party (other than the offer from BAM, on behalf of a real estate fund managed by it, which led to the Merger Agreement), the consideration of any alternative or recent firm offers was not a factor available for the Special Committee to consider.

        The foregoing discussion of the information and factors considered by the Special Committee includes the material factors considered by the Special Committee. In view of the variety of factors considered in connection with its evaluation of the Merger, the Special Committee did not find it practicable to, and did not, quantify or otherwise assign relative weights to the specific factors considered in reaching its determination and recommendation. In addition, individual members of the Special Committee may have given different weights to different factors. The Special Committee recommended the Merger Agreement and the Merger and the other Transactions based upon the totality of the information it considered.

The Board of Directors

        The Board consists of eight directors, three of whom are the Brookfield Directors, which have interests in the Merger different from the interests of the Company's unaffiliated stockholders (the "Unaffiliated Stockholders") generally. The Board established the Special Committee of all the members of the Board, other than the Brookfield Directors, and delegated to it the exclusive power and authority of the Board to, among other things, review, evaluate, reject, negotiate and, if appropriate, make a recommendation to the Board regarding the proposal from BAM, on behalf of a real estate fund managed by BAM, to acquire the Company, or any alternative or response thereto. On February 24, 2016, on the basis of the Special Committee's recommendation and the other factors described below, the Board unanimously (with the Brookfield Directors abstaining from the vote and recusing themselves from the discussion because they have interests in the Merger different from the interests of the Company's Unaffiliated Stockholders generally, as described in the " Special Factors—Interests of the Company's Directors and Executive Officers in the Merger—Named Executive Officer Merger-Related Compensation " section beginning on page 59):

•

determined that the Merger Agreement and the Transactions, including the Merger, are advisable and in the best interests of the Company's stockholders;



•

approved the Merger Agreement and other Transaction Documents, and the Transactions, including the Merger;

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•

subject to the provisions of the Merger Agreement permitting a change in recommendation in certain circumstances, resolved to recommend adoption of the Merger Agreement by the stockholders of the Company and direct that the Merger Agreement be submitted to the stockholders of the Company for adoption; and



•

resolved to duly and validly approve and take all corporate action required to be taken, under the Company's certificate of incorporation and bylaws and pursuant to applicable law, including the DGCL, by the Board to authorize the consummation of the Transactions, including the Merger.

        In determining that the Merger Agreement is advisable and in the best interests of the Unaffiliated Stockholders of the Company, and approving the Merger Agreement, the Merger and the other transactions contemplated thereby, and recommending that the Company's stockholders vote for the adoption of the Merger Agreement, the Board, which, with the Brookfield Directors abstaining and excusing themselves from all discussions of the Board concerning the Merger Agreement, the Merger and the other transactions contemplated thereby, because they have interests in the Merger different from the interests of the Company's Unaffiliated Stockholders generally, as described in the " Special Factors—Interests of the Company's Directors and Executive Officers in the Merger—Named Executive Officer Merger-Related Compensation " section beginning on page 59, consisted solely of all the members of the Special Committee, expressly and unanimously adopted the analysis of the Special Committee, which is discussed above.

        The foregoing discussion of the information and factors considered by the Board includes the material factors considered by the Board. In view of the variety of factors considered in connection with its evaluation of the Merger, the Board did not find it practicable to, and did not, quantify or otherwise assign relative weights to the specific factors considered in reaching its determination and recommendation. In addition, individual directors may have given different weights to different factors. The Board approved and recommends the Merger Agreement based upon the totality of the information presented to and considered by it. The Board recommends that you vote "FOR" the adoption of the Merger Agreement .

Opinion of the Special Committee's Financial Advisor

        The Special Committee retained BofA Merrill Lynch to act as the Special Committee's financial advisor in connection with the Special Committee's response to BAM's January 16, 2016 proposal and related matters, including Parent's proposed acquisition of the Company (referred to in this section as the "transaction"). BofA Merrill Lynch is an internationally recognized investment banking firm which is regularly engaged in the valuation of businesses and securities in connection with mergers and acquisitions, negotiated underwritings, secondary distributions of listed and unlisted securities, private placements and valuations for corporate and other purposes. The Special Committee selected BofA Merrill Lynch to act as the Special Committee's financial advisor on the basis of BofA Merrill Lynch's experience in REIT and similar transactions and in related-party transactions, its reputation in the investment community and its familiarity with the Company and its business.

        At a February 24, 2016 meeting of the Special Committee held to evaluate the transaction, BofA Merrill Lynch rendered an oral opinion, confirmed by delivery of a written opinion dated February 24, 2016, to the Special Committee to the effect that, as of that date and based on and subject to various assumptions, limitations and qualifications described in the opinion, the $18.25 per share consideration to be received in connection with the transaction by holders of the Common Stock (other than Parent, Acquisition Sub, the Guarantors, the Exchange Parties and their respective affiliates) was fair, from a financial point of view, to such holders.

        The full text of BofA Merrill Lynch's written opinion, dated February 24, 2016, is attached as Annex B to this proxy statement and is incorporated in this document by reference. The written

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opinion sets forth, among other things, the assumptions made, procedures followed, factors considered and limitations and qualifications on the review undertaken by BofA Merrill Lynch in rendering its opinion. The following summary of BofA Merrill Lynch's opinion is qualified in its entirety by reference to the full text of the opinion. BofA Merrill Lynch delivered its opinion to the Special Committee for the benefit and use of the Special Committee (in its capacity as such) in connection with and for purposes of its evaluation of the per share consideration from a financial point of view. BofA Merrill Lynch's opinion did not address any other terms or other aspects or implications of the transaction or related transactions and no opinion or view was expressed as to the relative merits of the transaction or related transactions in comparison to other strategies or transactions that might be available to the Company or in which the Company might engage or as to the underlying business decision of the Company to proceed with or effect the transaction or any related transaction. BofA Merrill Lynch also expressed no opinion or recommendation as to how any stockholder should vote or act in connection with the transaction, any related transactions or any other matter .

        In connection with its opinion, BofA Merrill Lynch, among other things:

•

reviewed certain publicly available business and financial information relating to the Company;



•

reviewed certain internal financial and operating information with respect to the business, operations and prospects of the Company furnished to or discussed with BofA Merrill Lynch by the management of the Company, including certain financial forecasts relating to the Company prepared by the management of the Company both before and after giving effect to a potential sale by the Company of joint venture interests in certain properties of the Company (collectively, the "JV Interests Sales") contemplated to be undertaken in 2016 (such forecasts, before giving effect to such JV Interests Sales, the "base plan" and, after giving effect to such JV Interest Sales, the "base plan with capital markets activity"), and discussed with the management of the Company its assessments as to the relative likelihood of achieving the future financial forecasts reflected in the base plan and the base plan with capital markets activity;



•

discussed the past and current business, operations, financial condition and prospects of the Company with members of the senior management of the Company;



•

reviewed the trading history for the Common Stock and a comparison of that trading history with the trading histories of other companies BofA Merrill Lynch deemed relevant;



•

compared certain financial and stock market information of the Company with similar information of other companies BofA Merrill Lynch deemed relevant;



•

considered the results of its efforts, at the direction of the Special Committee, to solicit indications of interest from selected third parties with respect to a possible acquisition of the Company;



•

reviewed a draft, dated February 24, 2016, of the Merger Agreement; and



•

performed such other analyses and studies and considered such other information and factors as BofA Merrill Lynch deemed appropriate.

        BofA Merrill Lynch did not rely, for purposes of its opinion, on a comparison of the financial terms of the transaction to the financial terms of other transactions given, in its view, the lack of recent transactions in the mall sector of the industry in which the Company operates, and sufficient comparability of other transactions with the transaction. In arriving at its opinion, BofA Merrill Lynch assumed and relied upon, without independent verification, the accuracy and completeness of the financial and other information and data publicly available or provided to or otherwise reviewed by or discussed with BofA Merrill Lynch and relied upon the assurances of the management of the Company that it was not aware of any facts or circumstances that would make such information or data inaccurate or misleading in any material respect. As the Special Committee was aware, based on the

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assessments of the management of the Company as to the relative likelihood of achieving the future financial results reflected in the base plan and the base plan with capital markets activity, BofA Merrill Lynch was directed to use, and BofA Merrill Lynch relied upon, the base plan with capital markets activity for purposes of its analyses and opinion. With respect to the base plan with capital markets activity, BofA Merrill Lynch was advised by the Company, and BofA Merrill Lynch assumed, that they were reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of the management of the Company as to the future financial performance of the Company and the other matters covered thereby. At the direction of the Company, BofA Merrill Lynch relied upon the assessments of the management of the Company as to, among other things, (i) the amount and timing of a special cash dividend or other distribution and the net proceeds to be realized from contemplated JV Interest Sales, (ii) the potential impact on the Company of certain market, competitive and other trends in and prospects for the commercial real estate and retail markets and related credit and financial markets and (iii) existing and future relationships, agreements and arrangements with, and the ability to attract and retain, key tenants of the Company. BofA Merrill Lynch assumed, with the Company's consent, that any developments with respect to any such matters would not be meaningful in any respect to BofA Merrill Lynch's analyses or opinion.

        BofA Merrill Lynch did not make and was not provided with any independent evaluation or appraisal of the assets or liabilities (contingent, derivative, off-balance sheet or otherwise) of the Company or any other entity, nor did BofA Merrill Lynch make any physical inspection of the properties or assets of the Company or any other entity. BofA Merrill Lynch made no analysis of, nor did BofA Merrill Lynch express any opinion or view as to, the adequacy or sufficiency of allowances for credit losses with respect to leases or other matters. BofA Merrill Lynch also did not evaluate the solvency or fair value of the Company or any other entity under any state, federal or other laws relating to bankruptcy, insolvency or similar matters. BofA Merrill Lynch assumed, at the direction of the Company, that the transaction and related transactions would be consummated in accordance with their respective terms and in compliance with all applicable laws, documents and other requirements, without waiver, modification or amendment of any material term, condition or agreement, and that, in the course of obtaining the necessary governmental, regulatory and other approvals, consents, releases and waivers for the transaction and related transactions, no delay, limitation, restriction or condition, including any divestiture requirements or amendments or modifications, would be imposed that would have an adverse effect on the Company, the transaction or related transactions or that otherwise would be meaningful in any respect to BofA Merrill Lynch's analyses or opinion. BofA Merrill Lynch also assumed, at the direction of the Company, that the final executed merger agreement would not differ in any material respect from the draft of the Merger Agreement reviewed by BofA Merrill Lynch. BofA Merrill Lynch was advised by the Company, and BofA Merrill Lynch further assumed, that the Company has operated in conformity with the requirements for qualification as a REIT for U.S. federal income tax purposes since its formation as a REIT.

        BofA Merrill Lynch expressed no view or opinion as to any terms or other aspects or implications of the transaction or related transactions (other than the $18.25 per share consideration to the extent expressly specified in its opinion), including, without limitation, the form or structure of the transaction or any related transactions, any exchange, voting or indemnification agreement or arrangement or any other arrangements, agreements or understandings entered into in connection with or related to the transaction, any related transactions or otherwise. BofA Merrill Lynch's opinion was limited to the fairness, from a financial point of view, of the $18.25 per share consideration to be received by the holders of Common Stock (other than Parent, Acquisition Sub, the Guarantors, the Exchange Parties and their respective affiliates) and no opinion or view was expressed with respect to any consideration received in connection with the transaction or related transactions by the holders of any other class of securities or any creditors or other constituencies of any party. In addition, BofA Merrill Lynch expressed no opinion or view with respect to the fairness (financial or otherwise) of the amount, nature or any other aspect of any compensation to any of the officers, directors or employees of any party to

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the transaction or related transactions or any related entities or class of such persons, relative to the per share consideration or otherwise. BofA Merrill Lynch also expressed no view or opinion with respect to, and BofA Merrill Lynch relied at the direction of the Company upon the assessments of the Company and its representatives regarding, legal, regulatory, accounting, tax and similar matters relating to the Company, its related entities and stockholders and the transaction and related transactions, as to which BofA Merrill Lynch understood that the Company obtained such advice as it deemed necessary from qualified professionals.

        BofA Merrill Lynch's opinion was necessarily based on financial, economic, monetary, market and other conditions and circumstances as in effect on, and the information made available to BofA Merrill Lynch as of, the date of its opinion. Although subsequent developments may affect BofA Merrill Lynch's opinion, BofA Merrill Lynch does not have any obligation to update, revise or reaffirm its opinion. The issuance of BofA Merrill Lynch's opinion was approved by BofA Merrill Lynch's Americas Fairness Opinion Review Committee. The Special Committee imposed no instructions or limitations on the investigations made or procedures followed by BofA Merrill Lynch in rendering its opinion, other than as described in this summary.

        The following is a summary of the material financial analyses provided by BofA Merrill Lynch to the Special Committee in connection with the proposed transaction. The financial analyses summarized below include information presented in tabular format. In order to fully understand the financial analyses performed by BofA Merrill Lynch, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses performed by BofA Merrill Lynch. Considering the data set forth in the tables below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of the financial analyses performed by BofA Merrill Lynch . For purposes of the analyses described below, the term (i) "per share consideration" refers to the $18.25 per share cash consideration payable to the holders of Common Stock pursuant to the Merger and pro rata payment by the Company of a special cash dividend or other distribution prior to the effective time of the Merger, (ii) "stabilized net operating income" refers to the operating income estimated by the Company to be derived from the use and operation of properties (exclusive of recently acquired properties, partial sales and recent development projects), consisting primarily of rental income, less the sum of assumed operating expenses (such as utilities, administrative expenses, repairs and maintenance, management fees and advertising), and fixed expenses (such as insurance, real estate taxes and, if applicable, ground lease payments), (iii) "non-stabilized net operating income" refers to the operating income estimated by the Company to be derived from the use and operation of recently acquired properties, partial sales and recent development projects, less the sum of assumed operating expenses and fixed expenses, (iv) "underwritten net operating income" or "core net operating income" refers to the sum of stabilized net operating income and non-stabilized net operating income and (v) "core EBITDA" refers to core net operating income less cash general and administrative expenses. Implied per share equity values reflected in the summaries of the financial analyses described below were rounded to the nearest $0.25.

February 24, 2016 Financial Presentation

        The financial presentation provided to the Special Committee in connection with BofA Merrill Lynch's opinion, dated February 24, 2016, to the Special Committee, referred to as the February 24, 2016 financial presentation, included the following material financial analyses:

        Net Asset Value Analysis.     BofA Merrill Lynch performed a net asset value analysis of the Company by calculating, based on property-level net operating income and cash flows reflected in the base plan with capital markets activity for the fiscal year ending December 31, 2016, an aggregate implied real estate value range for the Company, which range implied nominal market capitalization

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rates of 7.1% to 7.8%. An implied per share equity value reference range for the Company was then calculated based on the Company's total implied real estate value, plus the Company's estimated cash and cash equivalents, restricted cash, rent and other receivables, capitalized management fee income (as applicable) and other assets as reflected on the Company's balance sheet as of December 31, 2015 or as otherwise estimated by the Company's management, less the Company's outstanding liabilities as of such date as reflected on such balance sheet or as otherwise estimated by the Company's management (including indebtedness under the Company's revolving credit facility and term loans, mortgage debt (excluding a special consideration asset expected by the Company management to be returned to the lender), the liquidation preference of preferred units of Rouse Properties, LP, marked-to-market debt adjustments and other liabilities), divided by the total number of fully diluted shares of Common Stock and units of Rouse Properties, LP outstanding. This analysis indicated the following approximate implied per share equity value reference range for the Company, as compared to the per share consideration:

        Discounted Cash Flow Analysis.     BofA Merrill Lynch performed a discounted cash flow analysis of the Company by calculating the estimated present value (as of January 1, 2016) of the standalone unlevered, after-tax free cash flows that the Company was forecasted to generate, based on the base plan with capital markets activity, during the fiscal years ending December 31, 2016 through December 31, 2020 (normalized in the terminal year to adjust for non-recurring items, one-time costs and assumed capital improvements for the Company's properties). For purposes of this analysis, stock-based compensation was treated as a cash expense. BofA Merrill Lynch calculated terminal values for the Company by applying to the Company's standalone unlevered, after-tax free cash flows a selected range of perpetuity growth rates of 1.5% to 2.0%. The unlevered, after-tax free cash flows and terminal values were then discounted to present value (as of January 1, 2016) using a selected range of discount rates of 8.25% to 8.75%. This analysis indicated the following approximate implied per share equity value reference range for the Company, as compared to the per share consideration:

        Selected Public Companies Analysis.     BofA Merrill Lynch reviewed publicly available financial and stock market information of the Company and the following three selected companies that BofA Merrill Lynch viewed as generally relevant as U.S. publicly traded REITs with nationwide mall operations focused primarily in secondary markets, collectively referred to as the selected REITs:

•

CBL & Associates Properties Inc.



•

Pennsylvania Real Estate Investment Trust



•

WP Glimcher Inc.

        BofA Merrill Lynch reviewed, among other things, closing stock prices on February 22, 2016 of the selected REITs as a multiple of calendar year 2016 and calendar year 2017 estimated funds from operations, referred to as FFO per share. Financial data of the selected REITs were based on publicly available consensus estimates. Financial data of the Company were based on the base plan with capital markets activity and publicly available consensus estimates.

        The overall low to high closing stock prices on February 22, 2016 for the selected REITs were $7.82 to $18.61 per share and the implied overall low to high calendar year 2016 and calendar year

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2017 estimated FFO per share multiples for the selected REITs were 4.4x to 9.9x (with a mean of 6.3x and a median of 4.5x) and 4.3x to 9.2x (with a mean of 6.0x and a median of 4.4x), respectively. BofA Merrill Lynch noted that, based on the base plan with capital markets activity, the closing stock prices observed for the Company on February 22, 2016 and January 15, 2016 (the last trading day prior to BAM's initial acquisition proposal for the Company) were $17.69 and $13.49 per share, respectively, and the implied calendar year 2016 estimated FFO per share multiples for the Company on such dates were 9.0x and 6.8x, respectively, and calendar year 2017 estimated FFO per share multiples for the Company on such dates were 7.2x and 5.5x, respectively. BofA Merrill Lynch also noted that, based on the closing stock price observed for the Company on January 15, 2016 and publicly available consensus estimates, the implied calendar year 2016 and calendar year 2017 estimated FFO per share multiples for the Company were 6.7x and 6.1x, respectively. BofA Merrill Lynch then applied selected ranges of calendar year 2016 and calendar year 2017 estimated FFO per share multiples derived from the selected REITs of 6.5x to 9.0x and 6.0x to 8.5x, respectively, to corresponding data of the Company. This analysis indicated the following approximate implied per share equity value reference ranges for the Company, as compared to the per share consideration:

        No company or business used in this analysis is identical or directly comparable to the Company. Accordingly, an evaluation of the results of this analysis is not entirely mathematical. Rather, this analysis involves complex considerations and judgments concerning differences in financial and operating characteristics and other factors that could affect the public trading or other values of the companies or businesses to which the Company was compared.

        Other Factors.     BofA Merrill Lynch also observed certain additional factors that were not considered part of BofA Merrill Lynch's financial analyses with respect to its opinion but were referenced for informational purposes, including, among other things, the following:

•

the historical trading performance of the Common Stock during the 52-week period ended February 22, 2016, which indicated low and high closing prices for the Common Stock during such period of approximately $13.12 to $19.95 per share, as compared to the $18.25 per share consideration and the closing price of the Common Stock on January 15, 2016 (the last trading day prior to BAM's initial acquisition proposal for the Company) of $13.49 per share;



•

undiscounted publicly available Wall Street research analysts' net asset value estimates for the Company for the 2015 fiscal year, the 12-month period following the third quarter of such fiscal year and the 2016 fiscal year, which indicated, among other things, an overall low to high estimated net asset value range for the Company during such periods of approximately $16.48 to $22.53 per share, as compared to the $18.25 per share consideration and the closing price of the Common Stock on January 15, 2016 (the last trading day prior to BAM's initial acquisition proposal for the Company) of $13.49 per share;



•

based on publicly available information, the implied capitalization rate payable in the acquisition, publicly announced in September 2014, which was completed in a different market environment, by Washington Prime Group Inc. of Glimcher Realty Trust ("Glimcher"), a REIT that had nationwide mall operations focused primarily in secondary markets (referred to as the "Glimcher acquisition"), which indicated, after applying the capitalization rate derived from such transaction of 6.5% to the Company's calendar year 2016 estimated underwritten net operating income based on the base plan with capital markets activity, an approximate implied equity value for the Company of $26.50 per share, as compared to the $18.25 per share consideration; and

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•

based on publicly available research analysts' consensus estimates, the implied calendar year 2016 and calendar year 2017 estimated FFO per share multiples observed for certain U.S. publicly traded REITs with nationwide mall operations focused on higher-productivity markets and with stronger sales per square foot and same store net operating income growth than those of the Company and the selected REITs, specifically, General Growth Properties, Inc. ("GGP"), Simon Property Group, Inc., Tanger Factory Outlet Centers, Inc., Taubman Centers, Inc. and The Macerich Company (collectively referred to as the "other retail selected companies"), which indicated mean and median calendar year 2016 and calendar year 2017 estimated FFO per share multiples for the other retail selected companies of 17.3x and 17.5x and 15.9x and 16.2x, respectively.

February 4, 2016 Preliminary Strategic Review Materials

        In addition to the February 24, 2016 financial presentation summarized above, a substantially similar copy of which was provided to the Special Committee for its review on February 22, 2016, BofA Merrill Lynch also provided preliminary discussion materials to the Special Committee on February 4, 2016, referred to as the February 4, 2016 preliminary strategic review materials, primarily for the purpose of a review of potential strategic alternatives for the Company. The preliminary financial considerations and other information in the February 4, 2016 preliminary strategic review materials reflected market data as of February 2, 2016 and were based on financial, economic, monetary, market and other conditions and circumstances as in effect on, and the information made available to BofA Merrill Lynch as of, the date of such materials. Accordingly, the results of such preliminary financial considerations and other information may have differed from the February 24, 2016 financial presentation as a result of, among other things, changes in such financial, economic, monetary, market and other conditions and circumstances and information. BofA Merrill Lynch also continued to refine various aspects of such preliminary financial considerations and other information.

        The February 4, 2016 preliminary strategic review materials did not constitute an opinion of, or recommendation by, BofA Merrill Lynch with respect to a possible transaction or otherwise. These preliminary strategic review materials primarily focused on the types of analyses summarized above for the February 24, 2016 financial presentation, utilizing procedures that were generally consistent with those contained in the February 24, 2016 financial presentation (which presentation had been updated for market data as of February 22, 2016), and indicated the same approximate implied per share equity value reference ranges for the Company as reflected in the February 24, 2016 financial presentation based on the material financial analyses summarized above.

        The February 4, 2016 preliminary strategic review materials contained the following preliminary financial analyses:

•

a preliminary net asset value analysis of the Company, which used the same methodology and reflected the same approximate implied per share equity value reference range for the Company as described above under "— Net Asset Value Analysis ;"



•

a preliminary discounted cash flow analysis of the standalone unlevered, after-tax free cash flows that the Company was forecasted to generate, based on the base plan with capital markets activity, during the fiscal years ending December 31, 2016 through December 31, 2020, which used the same methodology and reflected the same approximate implied per share equity value reference range for the Company as described above under "— Discounted Cash Flow Analysis ;" and



•

a preliminary selected public companies analysis of the Company, which used the same methodology and reflected the same approximate implied per share equity value reference ranges for the Company as described above under "— Selected Public Companies Analysis ."

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        The February 4, 2016 preliminary strategic review materials also contained an illustrative sensitivities overview of the potential unlevered and levered internal rates of return that could be realized by a hypothetical financial buyer in an acquisition of the Company assuming, among other things, an investment period of five years, additional leverage of $100.0 million and certain transaction expenses. For purposes of this overview, unlevered and levered cash flows of the Company were based on the base plan with capital markets activity and excluded ongoing public company costs. Estimated exit value ranges for the Company were calculated by applying to the Company's core EBITDA and core net operating income for the calendar year ending December 31, 2021 a selected range of exit multiples of 12.0x to 14.0x. BofA Merrill Lynch then derived ranges of theoretical internal rates of return for an illustrative exit transaction at the end of the Company's calendar year ending December 31, 2021 based on assumed ranges of purchase prices of $17.00 to $23.00 per share and exit capitalization rates of 9.0% to 7.7%. This overview indicated an implied unlevered internal rate of return of approximately 6.4% to 12.3% and implied levered internal rates of return of approximately 9.7% to 22.5% (assuming no incremental debt) and 10.3% to 24.3% (assuming $100.0 million of incremental debt).

        The February 4, 2016 preliminary strategic review materials also referenced for informational purposes certain other factors, including, among other things, (i) the historical trading performance of the Common Stock during the 52-week period ended February 2, 2016, (ii) undiscounted publicly available Wall Street research analysts' net asset value estimates for the Company for the 2015 fiscal year, the 12-month period following the third quarter of such fiscal year and the 2016 fiscal year, (iii) based on publicly available information, the implied capitalization rates payable in selected precedent transactions, including the Glimcher acquisition, and (iv) the implied calendar year 2016 and calendar year 2017 estimated FFO per share multiples observed for the other retail selected companies based on publicly available research analysts' consensus estimates (which indicated, as of February 2, 2016, mean and median calendar year 2016 and calendar year 2017 estimated FFO per share multiples for the other retail selected companies of 17.6x and 18.6x and 16.2x and 17.1x, respectively).

        The February 4, 2016 preliminary strategic review materials also referenced, for informational purposes, certain other financial considerations and information, including preliminary market and financial perspectives regarding the Company and BAM's initial acquisition proposal for the Company of $17.00 per share, potential strategic alternatives, potential acquirors of or partners to the Company, transaction process considerations and other strategic considerations, as well as certain case studies of strategic transactions. In addition, BofA Merrill Lynch noted, among other things, (a) certain Wall Street research analysts' views as to the Company and BAM's initial $17.00 per share acquisition proposal for the Company, (b) improvements in the Company's financial performance and certain operating metrics since January 12, 2012 (the date on which the Company completed its spin-off from GGP), including in comparison to corresponding operating metrics of the selected REITs and the other retail selected companies, (c) the Company's past and anticipated investments in developments, redevelopments and acquisitions as compared to corresponding investment levels for the selected REITs and the other retail selected companies, (d) average next 12 months estimated FFO per share multiples, average trading performance relative to net asset value and expected same store net operating income and FFO per diluted share growth for the Company as compared to corresponding data for the selected REITs and the other retail selected companies and (e) certain share price and trading volume information for the Company.

Miscellaneous

        As noted above, the discussion set forth above is a summary of the material financial analyses and other factors reviewed by BofA Merrill Lynch with the Special Committee in connection with the transaction and is not a comprehensive description of all analyses undertaken or factors considered by BofA Merrill Lynch. The preparation of a financial opinion or analyses is a complex process involving

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various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances and, therefore, a financial opinion is not readily susceptible to partial analysis or summary description. BofA Merrill Lynch believes that the analyses summarized above must be considered as a whole. BofA Merrill Lynch further believes that selecting portions of its analyses considered or focusing on information presented in tabular format, without considering all analyses or the narrative description of the analyses, could create a misleading or incomplete view of the processes underlying BofA Merrill Lynch's analyses and opinion. The fact that any specific analysis has been referred to in the summary above is not meant to indicate that such analysis was given greater weight than any other analysis referred to in the summary.

        In performing its analyses, BofA Merrill Lynch considered industry performance, general business and economic conditions and other matters, many of which are beyond the control of the Company. The estimates of the future performance of the Company in or underlying BofA Merrill Lynch's analyses are not necessarily indicative of actual values or actual future results, which may be significantly more or less favorable than those estimates or those suggested by BofA Merrill Lynch's analyses. These analyses were prepared solely as part of BofA Merrill Lynch's analysis of the fairness, from a financial point of view, of the proposed consideration payable by BAM in the transaction and were provided to the Special Committee in connection with its evaluation of the transaction. The analyses do not purport to be appraisals or to reflect the prices at which a company might actually be sold or acquired or the prices at which any securities have traded or may trade at any time in the future. Accordingly, the estimates used in, and the ranges of valuations resulting from, any particular analysis described above are inherently subject to substantial uncertainty and should not be taken to be BofA Merrill Lynch's view of the actual value of the Company.

        The type and amount of consideration payable in the transaction were determined through negotiations between the Special Committee and BAM, rather than by any financial advisor, and were approved by the Special Committee and the Board. The decision to enter into the Merger Agreement was solely that of the Special Committee and the Board. As described above, BofA Merrill Lynch's opinion and analyses were only one of many factors considered by the Special Committee in its evaluation of the transaction and should not be viewed as determinative of the views of the Special Committee, management or any other party with respect to the transaction or the consideration payable in connection with the transaction.

        The Company has agreed to pay BofA Merrill Lynch for its services as financial advisor to the Special Committee in connection with the transaction an aggregate fee currently estimated to be approximately $10.1 million, of which $1.5 million was payable upon delivery of its opinion and the balance is contingent upon consummation of the transaction. In addition, the Company has agreed to reimburse BofA Merrill Lynch for its reasonable expenses incurred in connection with BofA Merrill Lynch's engagement and to indemnify BofA Merrill Lynch, any controlling person of BofA Merrill Lynch and each of their respective directors, officers, employees, agents and affiliates against specified liabilities, including liabilities under the federal securities laws.

        BofA Merrill Lynch and its affiliates comprise a full service securities firm and commercial bank engaged in securities, commodities and derivatives trading, foreign exchange and other brokerage activities and principal investing as well as providing investment, corporate and private banking, asset and investment management, financing and financial advisory services and other commercial services and products to a wide range of companies, governments and individuals. In the ordinary course of its businesses, BofA Merrill Lynch and its affiliates may invest on a principal basis or on behalf of customers or manage funds that invest, make or hold long or short positions, finance positions or trade or otherwise effect transactions in equity, debt or other securities or financial instruments (including derivatives, bank loans or other obligations) of the Company, BAM and certain of their respective affiliates.

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        BofA Merrill Lynch and its affiliates in the past have provided, currently are providing, and in the future may provide, investment banking, commercial banking and other financial services to the Company and certain of its affiliates and have received or in the future may receive compensation for the rendering of these services, including (i) having acted or acting as arranger and syndication agent for, and as a lender under, certain credit facilities of the Company and its affiliates and (ii) having acted as an underwriter for an equity offering of the Company. From January 1, 2014 through January 31, 2016, BofA Merrill Lynch and its affiliates received aggregate revenues from the Company and/or certain of its affiliates of approximately $5 million for corporate, commercial and investment banking services.

        In addition, BofA Merrill Lynch and its affiliates in the past have provided, currently are providing, and in the future may provide, investment banking, commercial banking and other financial services to BAM and certain of its affiliates and portfolio companies and have received or in the future may receive compensation for the rendering of these services, including (i) having acted as an underwriter for certain equity offerings of BAM and certain of its affiliates and portfolio companies, (ii) having acted or acting as administrative agent, arranger, and/or bookrunner for, and/or as a lender under, certain subscription and other credit facilities and mortgage backed securities loans for BAM and certain of its affiliates and portfolio companies, (iii) having provided or providing certain commodity, derivatives, foreign exchange, synthetic, commercial mortgage backed security and other trading services to BAM and certain of its affiliates and portfolio companies and (iv) having provided or providing certain treasury and management products and services to BAM and certain of its affiliates and portfolio companies. From January 1, 2014 through January 31, 2016, BofA Merrill Lynch and its affiliates received aggregate revenues from BAM and/or certain identified affiliates and portfolio companies of approximately $60 million for corporate, commercial and investment banking services.

Purpose and Reasons of the Parent Parties and the Brookfield Filing Persons for the Transactions

        Under the SEC rules governing "going private" transactions, each of the Parent Parties and the Brookfield Filing Persons may be deemed an affiliate of the Company and, therefore, is required to express its purposes and reasons for the Transactions to the Company's "unaffiliated security holders," as defined under Rule 13e-3 of the Exchange Act. Each of the Parent Parties and the Brookfield Filing Persons is making the statements included in this section solely for the purpose of complying with the requirements of Rule 13e-3 and related rules under the Exchange Act. The views of each of the Parent Parties and the Brookfield Filing Persons should not be construed as a recommendation to any Company stockholder as to how that stockholder should vote on the proposal to adopt the Merger Agreement.

        If the Transactions are completed, the Company will become a subsidiary of Parent and the Common Stock will cease to be publicly traded. For the Parent Parties, the purpose of the Transactions is to effectuate the transactions contemplated by the Merger Agreement. For the Brookfield Filing Persons, the purpose of the Transactions is to allow the Brookfield Filing Persons to bear the rewards and risk of their equity ownership in the Company after the Transactions are completed and the Common Stock ceases to be publicly traded.

        Each of the Parent Parties and the Brookfield Filing Persons believes that it is in the best interests of the Company to operate as a privately held entity. The Parent Parties and the Brookfield Filing Persons believe that, as a privately held entity, the Company will have greater operational flexibility to pursue alternatives that it would not have as a public company and management will be able to concentrate on long-term growth, reducing the quarter-to-quarter performance often emphasized by the public equity market's valuation of the Common Stock. Each of the Parent Parties and the Brookfield Filing Persons also believes that the Transactions will provide the Company with flexibility to pursue

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transactions with a risk profile that may be unacceptable to many public stockholders and that these transactions can be more effectively executed as a private company.

        Although each of the Parent Parties and the Brookfield Filing Persons believes that there will be significant opportunities associated with their investment in the Company, the Parent Parties and the Brookfield Filing Persons realize that there are also substantial risks (including the risks and uncertainties relating to the prospects of the Company) and that such opportunities may not ever be fully realized.

        If the Transactions are completed, the Parent Parties and the Brookfield Filing Persons believe that structuring the Transactions in such a manner is preferable to other alternative transaction structures because (i) it will enable Parent to acquire all of the outstanding shares of Common Stock (other than those already held by its affiliates) at the same time, (ii) it will allow the Company to cease to be a publicly registered reporting company, (iii) it represents an opportunity for the Company's Unaffiliated Stockholders to immediately realize the value of their investment in the Company and (iv) it allows the Parent Parties and the Brookfield Filing Parties to invest in the Company. The Parent Parties and the Brookfield Filing Persons were not willing to consider an alternative transaction structure in which the Unaffiliated Stockholders would be permitted to roll over a portion of their equity interests in the Company in light of the belief that it is in the best interests of the Company to operate as a privately held entity, as discussed in greater detail above. In addition, the Parent Parties and the Brookfield Filing Persons did not consider any other alternative transaction structures or other alternative means to accomplish the purposes set forth above because no other alternatives would enable them to invest in the Company and allow for the Company to cease being a publicly registered and reporting company.

Positions of the Parent Parties and the Brookfield Filing Persons as to the Fairness of the Merger

        Under the SEC rules governing "going private" transactions, each of the Parent Parties and the Brookfield Filing Persons (see " Important Information Regarding the Parent Parties and the Brookfield Filing Persons—The Brookfield Filing Persons " beginning on page 113) may be deemed an affiliate of the Company and, therefore, is required to express its beliefs as to the fairness of the Transactions, including the Merger, to the Company's "unaffiliated security holders," as defined under Rule 13e-3 of the Exchange Act. Each of the Parent Parties and the Brookfield Filing Persons is making the statements included in this section solely for the purpose of complying with the requirements of Rule 13e-3 and related rules under the Exchange Act. The views of each of the Parent Parties and the Brookfield Filing Persons should not be construed as a recommendation to any Company stockholder as to how that stockholder should vote on the proposal to adopt the Merger Agreement.

        The Parent Parties negotiated with the Special Committee with the intent to achieve the terms of a transaction that would be most favorable to the Parent Parties, and not necessarily to the Company's Unaffiliated Stockholders, and, accordingly, did not negotiate the Merger Agreement with the goal of obtaining terms that were fair to such Unaffiliated Stockholders. The Special Committee consists of all the members of the Board, other than the Brookfield Directors, and the members of the Special Committee have no financial interest in the Transactions different from, or in addition to the interests of the Company's Unaffiliated Stockholders other than their interests described under " Special Factors—Interests of the Company's Directors and Executive Officers in the Merger " beginning on page 56.

        None of the Parent Parties or the Brookfield Filing Persons participated in the deliberations of the Special Committee or the Board regarding, or received advice from the Company's legal advisors or financial advisors as to, the substantive or procedural fairness of the Transactions to the Company's Unaffiliated Stockholders. None of the Parent Parties or the Brookfield Filing Persons has performed, or engaged a financial advisor to perform, any valuation or other analysis for the purposes of assessing the fairness of the Transactions to the Company's Unaffiliated Stockholders.

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        Based on the knowledge and analysis of each of the Parent Parties and the Brookfield Filing Persons of available information regarding the Company, as well as discussions with the Company's senior management regarding the Company and its business and the factors considered by, and the analysis and resulting conclusions of, the Board, at the recommendation of the Special Committee, discussed under " Special Factors—Reasons for the Merger; Recommendation of the Special Committee and of the Board; Fairness of the Merger " beginning on page 33 (which analysis and resulting conclusions each of the Parent Parties and the Brookfield Filing Persons adopt), each of the Parent Parties and the Brookfield Filing Persons believes that the Transactions are substantively and procedurally fair to the Company's Unaffiliated Stockholders based on its consideration of the following factors, among others:

•

the Special Committee determined, by unanimous vote of all of the members of the Special Committee, and the Board determined, by the unanimous vote of all members of the Board (excluding the Brookfield Directors, who did not participate in such determination) that the Transactions are fair to, and in the best interests of, the Company's Unaffiliated Stockholders;



•

the current and historical market prices of the Common Stock, including the market performance of the Common Stock relative to that of other participants in the Company's industry and general market indices, and the fact that the consideration of $18.25 per share in the Transactions represents a premium of approximately 35% over the closing price per share of the Company's Common Stock on January 15, 2016, the last trading day before BAM's announcement of its initial proposal to acquire the Company, and an increase of $1.25 per share from the $17.00 per share price originally proposed by BAM on January 16, 2016;



•

the $18.25 per share total consideration and the other terms and conditions of the Merger Agreement resulted from negotiations between the Parent Parties and their advisors, on the one hand, and the Special Committee and its advisors, on the other hand;



•

notwithstanding that the opinion of BofA Merrill Lynch was provided for the information and assistance of the Special Committee and none of the Parent Parties and the Brookfield Filing Persons are entitled to, and did not, rely on such opinion, the fact that the Special Committee received an opinion, dated February 24, 2016, of BofA Merrill Lynch as to the fairness, from a financial point of view and as of such date, to the holders of Common Stock (other than Parent, Acquisition Sub, the Guarantors, the Exchange Parties and their respective affiliates) of the $18.25 per share cash consideration to be received by such holders in connection with the acquisition of the Company by Parent, which opinion was based on and subject to the assumptions made, procedures followed, factors considered and limitations and qualifications on the review undertaken as more fully described in the section entitled " Special Factors—Opinion of the Special Committee's Financial Advisor " beginning on page 40;



•

the Merger Agreement requires that it be adopted not only by the affirmative vote of the holders of at least a majority of the outstanding shares of the Common Stock, but also the affirmative vote of the holders of at least a majority of the outstanding shares of the Common Stock held by stockholders entitled to vote thereon other than the Parent Parties and their affiliates;



•

the Special Committee retained and was advised by its own legal and financial advisors, each of which has extensive experience in transactions similar to the Transactions;



•

the total consideration is all cash, allowing the Company's Unaffiliated Stockholders to immediately realize a certain and fair value for all of their shares of Common Stock and, as a result, to no longer be exposed to the various risks and uncertainties related to continued ownership of Common Stock;



•

the fact that, prior to the consummation of any of the Transactions, the Parent Parties will have sufficient cash on hand to fund the aggregate total consideration, and the Merger Agreement

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provides that the Guarantors, jointly and severally, irrevocably and unconditionally guarantee to the Company the full and timely payment and performance by the Parent Parties of all of the Parent Parties' respective covenants, obligations, undertaking and liabilities in connection with the Transactions, including payment of the total consideration;

•

the Special Committee consists of all the members of the Board, other than the Brookfield Directors, and, other than Special Committee members' other interests described under " Interests of the Company's Directors and Executive Officers in the Merger ," to the knowledge of the Parent Parties and the Brookfield Filing Persons, such directors have no financial interest in the Transactions different from, or in addition to, the Company's Unaffiliated Stockholders;



•

the Company's ability, at any time after the date of the Merger Agreement, to consider and respond to an unsolicited acquisition proposal, to furnish confidential information to, and engage in discussions or negotiations with, the person or parties making such a proposal if the Special Committee determines in good faith that such proposal constitutes or is reasonably likely to lead to a superior proposal;



•

the Company's ability, under certain circumstances, to terminate the Merger Agreement in order to enter into a definitive agreement providing for a superior proposal, subject to paying a termination fee of $40.0 million (see " The Merger Agreement—Fees and Expenses " beginning on page 91); and



•

the availability of appraisal rights under Delaware law to holders of Common Stock who do not vote in favor of the adoption of the Merger Agreement and who comply with all the required procedures under Delaware law, which allows such holders to seek appraisal of the fair value of their stock as determined by the Court of Chancery of the State of Delaware.

        In their consideration of the fairness of the Transactions, the Parent Parties and the Brookfield Filing Persons did not find it practicable to, and did not, appraise the assets of the Company to determine the liquidation value for the Company's Unaffiliated Stockholders (i) because of the impracticability of determining a liquidation value given the significant execution risk involved in any breakup, (ii) because they considered the Company to be a viable going concern and (iii) because the Company will continue to operate its business immediately following the Transactions. Because, in the last two years, none of the Parent Parties or Brookfield Filing Persons purchased any shares of Common Stock or received or were aware of any firm offers from any unaffiliated third-parties seeking to acquire control of the Company, there were no purchase prices in any transactions or proposed transactions available for the Parent Parties or Brookfield Filing Persons to consider. Further, none of the Parent Parties or Brookfield Filing Persons considered net book value, which is an accounting concept, for purposes of determining the fairness of the per share total consideration to the Company's Unaffiliated Stockholders because, in their view, net book value is not indicative of the Company's market value but rather an indicator of historical costs. Each of the Parent Parties and the Brookfield Filing Persons notes, however, that the per share transaction consideration of $18.25 is higher than the net book value of the Company per share of $9.29 as of December 31, 2015. None of the Parent Parties or the Brookfield Filing Persons sought to establish a pre-merger going concern value for the Common Stock to determine the fairness of the transaction consideration to the Company's Unaffiliated Stockholders because following the Transactions the Company will have a different capital structure. However, to the extent the pre-merger going concern value was reflected in the share price of the Common Stock on January 15, 2016, the last trading day before BAM's announcement of its initial proposal to acquire the Company, the per share transaction consideration of $18.25 represented a premium to the going concern value of the Company.

        On February 29, 2016, the Company announced its financial results for the fourth quarter of the fiscal year 2015, which it furnished to the SEC on a current report on Form 8-K on the same date. While these results were not taken into account by any of the Parent Parties or the Brookfield Filing

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Persons in making its determination that the Transactions are substantively and procedurally fair to the Company's Unaffiliated Stockholders, or in the analysis supporting that determination, the performance of the Company since the Parent Parties entered into the Merger Agreement has not caused any of the Parent Parties or the Brookfield Filing Parties to change or modify its fairness determination.

        The foregoing discussions of the factors considered by each of the Parent Parties and the Brookfield Filing Persons in connection with the fairness of the Transactions is not intended to be exhaustive but is believed to include all material factors considered by each of them. The Parent Parties and the Brookfield Filing Persons did not find it practicable to, and did not, quantify or otherwise attach relative weights to the foregoing factors in reaching their position as to the fairness of the Transactions. Rather, each of the Parent Parties and the Brookfield Filing Persons believes these factors provide a reasonable basis upon which to form its belief that the Transactions are fair to the Company's Unaffiliated Stockholders. This belief should not, however, be construed as a recommendation to any Company stockholder to vote in favor of the proposal to adopt the Merger Agreement. None of the Parent Parties or the Brookfield Filing Persons makes any recommendation as to how stockholders of the Company should vote their shares of Common Stock on the proposal to adopt the Merger Agreement.

Plans for the Company after the Merger

        After the effective time of the Merger, Parent anticipates that the Company will continue its current operations, except that it will cease to be an independent public company and will instead be a wholly owned subsidiary of Parent. If the Merger is consummated, the Common Stock will be delisted from the NYSE and will cease to be registered under the Exchange Act (via termination of registration pursuant to Section 12(g) of the Exchange Act). After the effective time of the Merger, the directors of Acquisition Sub immediately prior to the effective time of the Merger will become the directors of the Company, and the officers of the Company immediately prior to the effective time of the Merger will remain the officers of the Company, in each case each to hold office in accordance with the certificate of incorporation and bylaws of the Company until their respective successors are duly elected or appointed and qualified, as the case may be.

Certain Effects of the Merger and the Other Transactions

        If the Stockholder Approval and Minority Approval are obtained and the other conditions to the Closing are either satisfied or waived, the Closing Dividend will be declared and paid, the Requested Transactions, if any are requested by Parent, will be consummated, and Acquisition Sub will merge with and into the Company, the separate corporate existence of Acquisition Sub will cease and the Company will continue as the surviving corporation of the Merger. If the Merger is completed, all of our Common Stock will be owned by Parent. Except for the Exchange Parties and any other person who may have a beneficial ownership interest in the Company as of the Closing, none of our current stockholders will have any ownership interest in, or be a stockholder of, the Company after the completion of the Merger. As a result, our current stockholders (other than the Exchange Parties and any other person who may have an ownership interest in Parent) will no longer benefit from any increase in our value, nor will they bear the risk of any decrease in our value. Following the Merger, Parent and the Exchange Parties will benefit from any increase in our value and also will bear the risk of any decrease in our value.

        The acquisition of the Company by Parent will occur through a series of transactions consisting of:

•

after satisfaction or waiver of all closing conditions, the Exchange by the Exchange Parties (which are the stockholders of the Company that are affiliated with BAM and BPY and that in the aggregate hold approximately 33.5% of the outstanding shares of Common Stock) of all

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shares of Common Stock owned by the Exchange Parties for new shares of Series I Preferred Stock of the Company;

•

on the next business day, if applicable, consummation of any Requested Transactions, including the declaration of the Closing Dividend, that Parent may request between signing and closing; and



•

on the second business day after the Exchange, the merger of Acquisition Sub with and into the Company, with the Company surviving the merger, referred to as the "Surviving Corporation".

        Upon the consummation of the Merger:

•

each issued and outstanding share of Common Stock held by the Company's Unaffiliated Stockholders immediately prior to the effective time of the Merger will be cancelled and extinguished and automatically converted into the right to receive cash in an amount equal to (x) $18.25 less (y) the pro rata portion of the Closing Dividend in respect of such share, without interest thereon (such that, as a result of the Closing Dividend and the Merger, each Unaffiliated Stockholder holding Common Stock immediately prior to the effective time of the Merger will receive in respect of each such share of Common Stock an amount in cash equal to $18.25, without interest);



•

each option to purchase Common Stock that remains outstanding as of immediately prior to the effective time of the Merger will become vested (if then unvested) in full and cancelled, and each holder thereof will be entitled to receive in respect of such option an amount in cash (without interest) equal to the number of shares of Common Stock subject to such option multiplied by the positive difference (if any) between $18.25 and per share exercise price of such option; and



•

each share of Company Restricted Stock (whether vested or unvested) that remains outstanding immediately prior to the effective time of the Merger will be cancelled, and each holder thereof will be entitled to receive $18.25 in cash per share of Company Restricted Stock (consisting of the per share Closing Dividend amount and the per share merger consideration), without interest thereon.

        Furthermore, the Company ESPP will be cancelled and terminated as of the effective time of the Merger. Immediately prior to the effective time of the Merger, any then outstanding offering period rights under the Company ESPP will terminate and the Company will distribute to each participant in the Company ESPP all of his or her accumulated payroll deductions with respect to the offering period then in effect (if any).

        Following the Merger, all of the Common Stock of the Company, being the Surviving Corporation, will be owned by Parent, and all of the Series I Preferred Stock of the Company, being the Surviving Corporation, will be owned by the Exchange Parties. If the Merger is completed, the beneficial owners of Parent (and, as applicable, the Exchange Parties) will be the sole beneficiaries of our future earnings and growth, if any, and will be entitled to vote on corporate matters affecting the Company following the Merger. Similarly, the beneficial owners of Parent (and, as applicable, the Exchange Parties) will also bear the risks of ongoing operations, including the risks of any decrease in our value after the Merger and the operational and other risks of the Surviving Corporation.

        If the Merger is completed, the Company's stockholders, other than any person who may have a beneficial ownership interest in Parent or the Exchange Parties, will have no interest in the Company's net book value or net earnings.

        As a result and upon consummation of the Transactions, the Company will be 100% owned by Parent and the Exchange Parties. The following table sets forth, among other things, the percentage

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ownership of the Company by stockholders that are affiliated with BAM pre- and post-Transactions, as well as the interest in the net book value and net earnings of the Company pre- and post-Transactions: