Brookfield Property REIT Inc. (“BPR”) (NASDAQ: BPR) announced today
that it has formally commenced its previously announced substantial
issuer bid (the “Offer”) to purchase for cash up to $95,000,000 in
value of shares of its Class A Stock, par value, $0.01 per share
(“Class A Stock”). The Offer is not being made for limited
partnership units (“BPY Units”) of Brookfield Property Partners
L.P. (“BPY”), which are the subject of a concurrent and separate
offer by BPY.
The Offer is being made by way of a “modified
Dutch auction,” which allows holders of Class A Stock to select the
price, within the specified range, at which each such holder is
willing to sell all or a portion of the shares of Class A Stock
such holder owns. The Offer prices range from $19.00 to $21.00 per
share of Class A Stock (in increments of $0.10 per share). The
Offer will be for up to a maximum of 5,000,000 shares of Class A
Stock, based on full participation and a purchase price equal to
the minimum purchase price per share of Class A Stock.
The directors and executive officers of BPR have
advised it that they do not intend to tender any of their shares of
Class A Stock in the Offer. Brookfield Asset Management Inc.,
(“BAM”) beneficially owns 6,751,047 shares of Class A Stock. BAM
has advised BPR that neither it nor any of its affiliates,
including BPY, intend to tender any of their shares of Class A
Stock in the Offer.
Upon expiration of the Offer, BPR will determine
the lowest purchase price per share of Class A Stock (which will be
not greater than $21.00 nor less than $19.00 per share of Class A
Stock) that will enable BPR to purchase the maximum number of
shares of Class A Stock properly tendered in the Offer, and not
properly withdrawn, having an aggregate purchase price not
exceeding $95,000,000 (or such lesser number if less than
$95,000,000 in value of shares of Class A Stock are properly
tendered after giving effect to any shares of Class A Stock
properly withdrawn).
If shares of Class A Stock with an aggregate
purchase price of more than $95,000,000 are properly tendered and
not properly withdrawn, BPR will purchase the shares of Class A
Stock on a pro rata basis after giving effect to “odd lot” tenders
(of holders of Class A Stock beneficially owning fewer than 100
shares), which will not be subject to proration. In that case, all
shares of Class A Stock tendered at or below the finally determined
purchase price will be purchased, subject to proration, at the same
purchase price determined pursuant to the terms of the Offer.
Shares of Class A Stock that are not purchased, including shares of
Class A Stock tendered pursuant to tenders at prices above the
purchase price, will be returned to such holders.
The Offer will expire at 5:00 p.m. (Eastern
time) on March 25, 2019, unless extended or withdrawn by BPR. The
Offer will not be conditional upon any minimum number of shares of
Class A Stock being tendered. The Offer will, however, be subject
to a number of other terms and conditions and BPR will reserve the
right, subject to applicable laws, to withdraw or amend the Offer,
if, at any time prior to the payment of deposited shares of Class A
Stock, certain events occur.
The formal offer to purchase and related letter
of transmittal, together with any amendments or supplements thereto
(collectively, the “Offer Documents”), containing the terms and
conditions of the Offer and instructions for tendering shares of
Class A Stock, among other things, are being sent to holders of
Class A Stock or designated brokers or other nominees, as
applicable, and will be filed on February 11, 2019 with the U.S.
Securities and Exchange Commission (“SEC”) and will be available on
EDGAR at www.sec.gov.
None of BPR nor its Board of Directors makes any
recommendation to holders of Class A Stock as to whether to tender
or refrain from tendering their shares of Class A Stock in the
Offer or as to the price or prices at which such holders may choose
to tender their shares of Class A Stock. Holders of Class A Stock
are urged to read the Offer Documents carefully and in their
entirety, and to consult their own financial, tax and legal
advisors and to make their own decisions with respect to
participation in the Offer.
Any questions or requests for assistance in
tendering shares of Class A Stock in the Offer should be directed
to D.F. King & Co., Inc., the information agent for the Offer
at 1-888-541-9895.
This press release is for informational purposes
only and is neither an offer to purchase nor a solicitation of an
offer to sell any shares of Class A Stock. The Offer will be made
pursuant to the Offer Documents that BPR will file with the SEC and
that BPR will distribute to holders of its Class A Stock, as may be
amended or supplemented. Holders of Class A Stock may obtain a free
copy of the Offer Documents from the SEC’s website at www.sec.gov.
These documents contain important information about the Offer and
holders of Class A Stock are urged to read them carefully.
About Brookfield Property REIT Inc.
Brookfield Property REIT Inc. (“BPR”) is a subsidiary of
Brookfield Property Partners L.P., (NASDAQ: BPY; TSX: BPY.UN)
(“BPY”) one of the world’s largest commercial real estate
companies, with approximately $87 billion in total
assets. BPR was created as a public security that is intended
to offer economic equivalence to an investment in BPY in the form
of a U.S. REIT stock.
Brookfield Property Partners are leading owners,
operators and investors in commercial real estate, with a
diversified portfolio of premier office and retail assets, as well
as interests in multifamily, triple net lease, industrial,
hospitality, self-storage, student housing and manufactured housing
assets.
Further information is available at
bpy.brookfield.com/bpr.
Contact:Matthew CherrySenior Vice President,
Investor Relations & CommunicationsTel: 212-417-7488Email:
matthew.cherry@brookfield.com
Forward-Looking StatementsThis
press release contains “forward-looking information” and
“forward-looking statements” within the meaning of applicable
securities laws and regulations. Forward-looking statements include
statements that are predictive in nature or depend upon or refer to
future events or conditions, include statements regarding our
operations, business, financial condition, expected financial
results, performance, prospects, opportunities, priorities,
targets, goals, ongoing objectives, strategies and outlook, as well
as the outlook for North American and international economies for
the current fiscal year and subsequent periods, and include words
such as “expects,” “anticipates,” “plans,” “believes,” “estimates,”
“seeks,” “intends,” “targets,” “projects,” “forecasts,” “likely,”
or negative versions thereof and other similar expressions, or
future or conditional verbs such as “may,” “will,” “should,”
“would” and “could.”
Although we believe that our anticipated future
results, performance or achievements expressed or implied by the
forward-looking statements and information are based upon
reasonable assumptions and expectations, the reader should not
place undue reliance on forward-looking statements and information
because they involve known and unknown risks, uncertainties and
other factors, many of which are beyond our control, which may
cause our actual results, performance or achievements to differ
materially from anticipated future results, performance or
achievement expressed or implied by such forward-looking statements
and information.
Factors that could cause actual results to
differ materially from those contemplated or implied by
forward-looking statements include, but are not limited to: risks
incidental to the ownership and operation of real estate properties
including local real estate conditions; the impact or unanticipated
impact of general economic, political and market factors in the
countries in which we do business; the ability to enter into new
leases or renew leases on favorable terms; business competition;
dependence on tenants’ financial condition; the use of debt to
finance our business; the behavior of financial markets, including
fluctuations in interest and foreign exchange rates; uncertainties
of real estate development or redevelopment; global equity and
capital markets and the availability of equity and debt financing
and refinancing within these markets; risks relating to our
insurance coverage; the possible impact of international conflicts
and other developments including terrorist acts; potential
environmental liabilities; changes in tax laws and other tax
related risks; dependence on management personnel; illiquidity of
investments; the ability to complete and effectively integrate
other acquisitions into existing operations and the ability to
attain expected benefits therefrom; operational and reputational
risks; catastrophic events, such as earthquakes and hurricanes; and
other risks and factors detailed from time to time in our documents
filed with the SEC.
We caution that the foregoing list of important
factors that may affect future results is not exhaustive. When
relying on our forward-looking statements or information, investors
and others should carefully consider the foregoing factors and
other uncertainties and potential events. Except as required by
law, we undertake no obligation to publicly update or revise any
forward-looking statements or information, whether written or oral,
that may be as a result of new information, future events or
otherwise.
Brookfield Property REIT (NASDAQ:BPR)
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