UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of February 2020
Commission File Number: 001-35505
BROOKFIELD PROPERTY PARTNERS L.P.
(Exact name of registrant as specified in its charter)
73 Front Street, Hamilton, HM 12 Bermuda
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F x Form 40-F o
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o
The information contained in Exhibits 1.1, 3.1, 3.2, 4.1, 5.1, and 8.1 of this Form 6-K are incorporated by reference into the registrant’s registration statement on Form F-3 (File No. 333-218503).
DOCUMENTS FILED AS PART OF THIS FORM 6-K
See the Exhibit List to this Form 6-K.
******
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: February 18, 2020 | BROOKFIELD PROPERTY PARTNERS, L.P. |
| By its general partner, Brookfield Property Partners Limited |
| |
| By: | /s/ Jane Sheere |
| Name: | Jane Sheere |
| Title: | Secretary |
3
EXHIBIT INDEX
EXHIBIT | | DESCRIPTION |
| | |
1.1 | | Underwriting Agreement, dated February 10, 2020, among the underwriters named therein and Brookfield Property Partners L.P. |
| | |
3.1 | | Fourth Amendment, dated February 18, 2020, to the Second Amended and Restated Limited Partnership Agreement of Brookfield Property Partners L.P., dated August 8, 2013. |
| | |
3.2 | | Fourth Amendment, dated February 18, 2020, to the Fourth Amended and Restated Limited Partnership Agreement of Brookfield Property L.P., dated February 20, 2019. |
| | |
4.1 | | Form of 5.750% Class A Cumulative Redeemable Perpetual Preferred Units, Series 3 Certificate. |
| | |
5.1 | | Opinion of Appleby (Bermuda) Limited, dated February 18, 2020, relating to certain matters under the laws of Bermuda. |
| | |
8.1 | | Opinion of Torys LLP, dated February 18, 2020, relating to tax matters. |
| | |
23.1 | | Consent of Appleby (Bermuda) Limited (included as part of Exhibit 5.1). |
| | |
23.2 | | Consent of Torys LLP (included as part of Exhibit 8.1). |
4