As filed with the Securities and Exchange Commission on July 26, 2021
Registration No. 333-196622
Registration No. 333-203042
Registration No. 333-227082
Registration No. 333-229760
Registration No. 333-234696
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 (NO. 333-196622)
POST-EFFECTIVE AMENDMENT NO. 1 (NO. 333-203042)
POST-EFFECTIVE AMENDMENT NO. 1 (NO. 333-227082)
POST-EFFECTIVE AMENDMENT NO. 1 (NO. 333-229760)
POST-EFFECTIVE AMENDMENT NO. 1 (NO. 333-234696)
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
BROOKFIELD PROPERTY PARTNERS L.P.
(Exact Name of Registrant as Specified in Its Charter)
Bermuda | | Not Applicable |
(State or other Jurisdiction of Incorporation) | | (IRS Employer Identification No.) |
73 Front Street, 5th Floor
Hamilton, Bermuda HM 12
(441) 294-3309
(Address, including ZIP Code, and Telephone Number, including Area Code, of Registrant’s Principal Executive Offices)
Brookfield Property Group Restricted Stock Plan
Brookfield Property Partners Amended and Restated BPY Unit Option Plan
Brookfield Property Partners BPY Unit Option Plan (GGP)
Brookfield Property L.P. FV LTIP Unit Plan
Brookfield Property Partners Amended and Restated BPY Unit Option Plan (Canada)
(Full Title of Plans)
Brookfield Property Group LLC
Brookfield Place
250 Vesey Street, 15th Floor
New York, NY 10281-1023
(212) 417-7000
(Name, Address, including ZIP Code, and Telephone Number, including Area Code, of Agent for Service)
Copies to:
Mile Kurta, Esq.
Torys LLP
1114 Avenue of the Americas, 23rd Floor
New York, NY 10036
(212) 880-6000
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | x | Accelerated filer | o |
| | | |
Non-accelerated filer | o | Smaller reporting company | o |
| | | |
| | Emerging growth company | o |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act. o
EXPLANATORY NOTE
DEREGISTRATION OF SECURITIES
These post-effective amendments (these “Post-Effective Amendments”) relate to the following Registration Statements filed by Brookfield Property Partners L.P., a Bermuda exempted limited partnership (“BPY”), on Form S-8 (collectively, the “Registration Statements”):
· Registration Statement No. 333-196622, originally filed with the Securities and Exchange Commission (the “SEC”) on June 9, 2014, which registered the offer and sale of 1,500,000 limited partnership units of BPY (“units”) issuable pursuant to the Brookfield Property Group Restricted Stock Plan;
· Registration Statement No. 333-203042, originally filed with the SEC on March 26, 2015, which registered the offer and sale of 15,000,000 units issuable pursuant to the Brookfield Property Partners Amended and Restated BPY Unit Option Plan;
· Registration Statement No. 333-227082, originally filed with the SEC on August 28, 2018, which registered the offer and sale of 3,520,000 units issuable pursuant to the Brookfield Property Partners BPY Unit Option Plan (GGP);
· Registration Statement No. 333-229760, originally filed with the SEC on February 20, 2019, which registered the offer and sale of 1,250,000 units issuable pursuant to the Brookfield Property L.P. FV LTIP Unit Plan ; and
· Registration Statement No. 333-234696, originally filed with the SEC on November 14, 2019, which registered the offer and sale of 7,000,000 units issuable pursuant to the Brookfield Property Partners Amended and Restated BPY Unit Option Plan (Canada).
BPY is filing these Post-Effective Amendments to the Registration Statements to withdraw and remove any unissued and unsold securities issuable by BPY pursuant to the above-referenced Registration Statements.
On July 26, 2021, Brookfield Asset Management Inc. (“BAM”) and BPY successfully closed their previously-announced business combination pursuant to which BAM (through its subsidiaries) acquired all of the issued and outstanding units of BPY by way of a plan of arrangement under the Business Corporations Act (Ontario) (the “Arrangement”), in accordance with and subject to the terms and conditions of that certain Arrangement Agreement, dated as of March 31, 2021 (as amended, the “Arrangement Agreement”), by and among BPY, BAM and BPY Arrangement Corporation, a wholly owned subsidiary of BAM.
In connection with the Arrangement, BPY has terminated all offerings of its securities pursuant to the above-referenced Registration Statements. In accordance with an undertaking made by BPY in Part II of each of the Registration Statements to remove from registration, by means of a post-effective amendment, any securities that had been registered for issuance that remain unsold at the termination of the offering, BPY hereby removes and withdraws from registration all such securities of BPY registered under the Registration Statements that remain unsold as of the date these Post-Effective Amendments.
The foregoing summary of the Arrangement Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Arrangement Agreement.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused these Post-Effective Amendments to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Hamilton, Bermuda, on July 26, 2021. No other person is required to sign these Post-Effective Amendments to the Registration Statements in reliance on Rule 478 of the Securities Act of 1933, as amended.
| BROOKFIELD PROPERTY PARTNERS L.P., by its general partners, BROOKFIELD PROPERTY PARTNERS LIMITED |
| | |
| By: | /s/ Jane Sheere |
| | Name: | Jane Sheere |
| | Title: | Secretary |
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