Rouse Properties, Inc. Announces Launch of $200 Million Rights Offering

Company Release – 2/15/2012

NEW YORK, Feb. 15, 2012  /PRNewswire/ — Rouse Properties, Inc. (NYSE: RSE) (“Rouse” or the “Company”) announced today that it has launched its previously announced rights offering of common stock.

Under the terms of the rights offering, the Company is distributing at no charge to the holders of its common stock as of the close of business onFebruary 13, 2012 (the “record date”) transferable rights to purchase up to an aggregate of 13,333,333 shares of the Company’s common stock. In the rights offering, the Company is distributing to each such holder one transferable right for every share of common stock owned on the record date. Each right will entitle the holder to purchase approximately 0.375094056 of a share of common stock at the subscription price of $15.00per whole share of common stock. In addition to being able to purchase their pro rata portion of the rights offering shares based on their ownership as of the record date, stockholders, including the backstop purchaser described below, are permitted to oversubscribe for additional shares of common stock to the extent that other stockholders do not exercise their pro rata subscription rights.

An affiliate of Brookfield Asset Management, Inc., which together with its consortium partners, beneficially owns approximately 37.53% of the Company’s common stock before giving effect to the rights offering, has committed to purchase from the Company, subject to the terms and conditions of a backstop agreement, at the rights offering subscription price of $15.00 per share, all of the unsubscribed shares of common stock such that the gross proceeds to the Company of the rights offering will be $200 million. As a stockholder of Rouse on the record date, Brookfieldalso has agreed to exercise its pro rata subscription right.

Important Dates

Today, the Company announces the following important dates for the rights offering:

Record Date

February 13, 2012

Subscription Period (1) 

February 15, 2012 to March 16, 2012

Last Day Rights May Be Traded (1) 

March 15, 2012 (4:00 p.m. ET)

Expiration Date (1) 

March 16, 2012 (5:00 p.m. ET)


(1) Unless the offering is extended in the Company’s sole discretion.

This announcement shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any offer or sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.  The offering will be made only by means of a prospectus.  A copy of the prospectus may be obtained from the information agent, Eagle Rock Proxy Advisors, LLC at (855) 253-1576.

About Rouse Properties, Inc.

Rouse is a publicly traded real estate investment trust headquartered in New York City and founded on a legacy of innovation and creativity. Among the country’s largest publicly traded regional mall owners, the Company’s geographically diverse portfolio spans the United States from coast to coast, and includes 30 malls in 19 states encompassing approximately 21 million square feet of space. For more information,

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of federal securities laws, including statements regarding expectations that are not historical facts.  Rouse cautions that these statements are not guarantees of future performance and are subject to numerous risks and uncertainties, including changes in market conditions, unanticipated developments, competitive conditions, and other risk factors that Rouse identifies in its Form S-11 registration statement and other filings that it makes with the Securities and Exchange Commission from time to time. Any of these factors could cause actual results to differ materially from the expectations expressed or implied in this press release. Rouse undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

CONTACT: Rebecca Stenholm, 212.608.5108

SOURCE Rouse Properties, Inc.