Brookfield Asset Management to take Brookfield Property Partners private for US $5.9B

CPE News (1/4/2021) – Brookfield Asset Management Inc. (NYSE: BAM; TSX: BAM.A) with its institutional partners has made a proposal to Brookfield Property Partners L.P. (NASDAQ: BPY; TSX: BPY.UN) and Brookfield Property REIT Inc. (NASDAQ: BPYU) to acquire all of the limited partnership units of BPY that it does not already own (approximately 357.6 million units) for a price of US $16.50 per unit, or US $5.9 billion in total value, based on the closing price of the class A limited voting shares of Brookfield on the NYSE and TSX on December 31, 2020. (all dollar amount in US dollar)

Subject to pro-ration, BPY unitholders would have the ability to elect to receive, per BPY unit, $16.50 in cash, 0.40 Brookfield Class A shares, or 0.66 of BPY preferred units with a liquidation preference of $25.00 per unit. Pro-ration will be based on a maximum cash consideration of $2.95 billion (50% of the total value of the units), a maximum of 59.5 million Brookfield shares (42% of the total value of the units), and a maximum value of $500 million of BPY preferred units (8% of the total value of the units). If unitholders collectively elect to receive in excess of $500 million BPY preferred units, the amount of BPY preferred units can increase to a maximum of $1.0 billion, offset against the maximum amount of Brookfield shares. The maximum amount of cash consideration would not be affected.

Brookfield will ensure that holders of the Class A stock of Brookfield Property REIT Inc. (NASDAQ: BPYU) will be entitled to receive the same per share consideration as BPY unitholders under the proposal upon exchange of their shares into BPY units. It is also expected that the BPYU 6.375% Series A Cumulative Redeemable Preferred stock would be redeemed at its par value of $25.00 per share in connection with the proposed transaction.

Brookfield is not proposing to acquire other securities of BPY and its subsidiaries, including existing preferred units of BPY and preferred shares of wholly owned subsidiary Brookfield Office Properties Inc., which are expected to remain outstanding.

Brookfield Property Partners L.P. was established by Brookfield Asset Management on January 3, 2013 as a Bermuda exempted limited partnership as its primary vehicle to make investments across all strategies in real estate. On April 15, 2013, Brookfield Asset Management completed a spin-off of its commercial property operations to BPY which was effected by way of a special dividend of units of BYP to holders of Brookfield Asset Management’s Class A and B limited voting shares.

On August 28, 2018, BPY acquired all of the outstanding shares of common stock of GGP Inc other than those shares previously held by BPY and affiliates. In connection with the acquisition, BYP formed Brookfield Property REIT Inc. As a result of the acquisition of GGP, BPY issued approximately 161 million BPYU Units and 88 million BPY Units to former GGP shareholders.

photo credit: Brookfield Property Partners

News Release

Brookfield Property Partners Acknowledges Brookfield Asset Management’s Privatization Proposal and Establishes a Committee of Independent Directors

All dollar references are in U.S. dollars, unless noted otherwise.

BROOKFIELD NEWS, Jan. 04, 2021 (GLOBE NEWSWIRE) — Brookfield Property Partners L.P. (“BPY” or the “Company”) (NASDAQ: BPY; TSX: BPY.UN) and Brookfield Property REIT Inc. (“BPYU”) (NASDAQ: BPYU) today jointly acknowledge receipt of a non-binding proposal from Brookfield Asset Management Inc. (“Brookfield”) (NYSE: BAM; TSX: BAM.A) that Brookfield announced by press release issued earlier today outlining its proposal to acquire 100% of the limited partnership units of BPY that it does not already own (“Units”) (approximately 357.6 million Units) for a price of $16.50 per Unit, or $5.9 billion in total value (based on the closing price of the class A limited voting shares of Brookfield (“Brookfield Shares”) on the NYSE and TSX on December 31, 2020).

As outlined in Brookfield’s press release, the proposal provides that each unitholder can elect to receive consideration per Unit of a combination of (i) 0.4 Brookfield Shares, (ii) $16.50 in cash, and/or (iii) 0.66 BPY Class A Cumulative Redeemable Perpetual Preferred Units with a liquidation preference of $25.00 per Unit (“BPY Prefs”), subject in each case to pro-ration based on a maximum of 59.5 million Brookfield Shares (42% of the total value of Units), maximum cash consideration of $2.95 billion (50% of the total value of Units), and a maximum value of $500 million in BPY Prefs (8% of the total value of the Units). If unitholders collectively elect to receive in excess of $500 million in BPY Prefs, the amount of BPY Prefs can increase to a maximum of $1 billion, offset against the maximum amount of Brookfield Shares. The maximum amount of cash consideration would not be affected.

As outlined in Brookfield’s press release, Brookfield is not proposing to acquire other securities of BPY and its subsidiaries, including existing preferred units of BPY and preferred shares of wholly owned subsidiary Brookfield Office Properties Inc., which are expected to remain outstanding. However, it is expected that holders of the Class A Stock, par value $0.01 per share, of BPYU would receive the same per share consideration as BPY unitholders under the proposal upon exchange of their shares into BPY units. It is also expected that the BPYU 6.375% Series A Cumulative Redeemable Preferred Stock would be redeemed at its par value of $25.00 per share in connection with the proposed transaction.

The board of directors of the general partner of BPY has established a committee of independent directors to review and consider the proposal. BPY unitholders and BPYU shareholders do not need to take any action with respect to the proposal at this time.

About Brookfield Property Partners

Brookfield Property Partners, through Brookfield Property Partners L.P. and its subsidiary Brookfield Property REIT Inc., is one of the world’s premier real estate companies, with approximately $88 billion in total assets. We own and operate iconic properties in the world’s major markets, and our global portfolio includes office, retail, multifamily, logistics, hospitality, self-storage, triple net lease, manufactured housing and student housing Brookfield Property Partners is the flagship listed real estate company of Brookfield Asset Management Inc., a leading global alternative asset manager with approximately $575 billion in assets under management. More information is available at www.brookfield.com.

Brookfield Property Partners L.P. is listed on the Nasdaq Stock Market and the Toronto Stock Exchange. Brookfield Property REIT Inc. is listed on the Nasdaq Stock Market. Further information is available at bpy.brookfield.com.

Contact:
Matt Cherry
Senior Vice President, Investor Relations
Tel: 212-417-7488
Email: matthew.cherry@brookfield.com