EXPLANATORY NOTE
This Amendment No. 16 to Schedule 13D (this “Amendment No. 16”) is being filed with respect to the limited partnership units (the “Units”) of Brookfield Property Partners L.P. (the “Issuer” or “BPY”).
Information reported and defined terms used in the original Schedule 13D, as amended to the date hereof (this “Schedule 13D”), remain in effect except to the extent that they are amended or superseded by information or defined terms contained in this Amendment No. 16.
3. Source and Amendment of Funds or Other Consideration.
Item 3 of this Schedule 13D is hereby supplemented to include the following information:
The description of the Proposal set forth in Item 4 below is incorporated by reference in its entirety into this Item 3.
4. Purpose of the Transaction.
Item 4 of this Schedule 13D is hereby supplemented to add the following:
On April 1, 2021, Brookfield Asset Management Inc. (“BAM”) announced the entry into a definitive agreement (the “Arrangement Agreement”) for BAM to acquire all of the issued and outstanding Units, other than those Units currently held by BAM and its affiliates, at a value of $18.17 per Unit, to be completed by way of an Ontario court-approved plan of arrangement (“Arrangement”, and the transactions contemplated thereby, the “Transactions”). The Transactions represent total consideration of $6.5 billion payable to the holders of Units other than BAM and its affiliates (such holders, “public Unitholders”).
In the Transactions, subject to pro-ration, holders of Units will have the ability to elect to receive, per Unit, $18.17 in cash, 0.3979 of a BAM class A limited voting share (“BAM Shares”), or 0.7268 of a BPY preferred unit with a liquidation preference of $25.00 per unit. Pro-ration will be based on a maximum cash consideration of approximately 50% of the total value of the Units ($3.27 billion in total cash payable to public Unitholders), a maximum amount of BAM Shares equal to approximately 42% of the total value of the Units (59.3 million BAM Shares payable to public unitholders), and a maximum amount of BPY preferred units with a liquidation value of approximately 8% of the total value of the Units ($500 million in liquidation preference of BPY preferred units payable to public unitholders).
If public unitholders collectively elect to receive in excess of $500 million in liquidation preference of BPY preferred units, the amount of BPY preferred units can increase to a maximum of $1.0 billion in liquidation preference, offset against the maximum amount of BAM Shares. The maximum amount of cash consideration would not be affected.
Any holders of the Class A stock of Brookfield Property REIT Inc. (“BPYU”) that do not exchange their shares of BPYU Class A stock for Units prior to the election deadline will receive at closing of the Transactions, in accordance with the terms of the BPYU charter, the same per share consideration as will be received by holders of Units who have not made an election, being a combination of approximately 50% cash, 42% BAM Shares and 8% BPY preferred units (subject to proration). The aggregate consideration of $6.5 billion payable to holders of Units in the Transactions includes the amount payable to the public holders of shares of BPYU Class A stock and the Transactions will not be subject to a vote of holders of shares of BPYU Class A stock.
The holders of exchangeable limited partnership units of Brookfield Office Property Exchange LP will also be entitled to make the same elections that can be made by holders of Units in the Transactions. Any holder who does not make an election to participate will have his or her units redeemed prior to closing of the Transactions and will receive the same default consideration as holders of Units.