Brookfield Property Partners L.P. (Nasdaq: BPY; TSX: BPY.UN)
announced today the mailing of a management information circular
(the “Circular”) and related meeting and proxy materials to
unitholders in connection with the upcoming special meeting of
unitholders. The meeting is called to consider Brookfield Asset
Management Inc.’s (“BAM”) acquisition of all of the limited
partnership units of BPY (the “transaction”). In accordance with
the terms of the interim order of the Ontario Superior Court of
Justice (Commercial List) obtained on June 7, 2021, the special
meeting will be held virtually on July 16, 2021 at 11:00 a.m.
(Toronto time) via live audio webcast. BPY unitholders can access
the meeting by visiting www.virtualshareholdermeeting.com/BPY2021.
Only BPY unitholders of record as of the close of business on June
8, 2021, the record date set for the meeting, will be entitled to
vote their units at the meeting. Details on how to vote and how to
participate at the meeting via the live webcast are contained in
the Circular.
As previously announced, in connection with the
transaction and subject to pro-ration, BPY unitholders had the
ability to elect to receive, per BPY 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.
On June 8, 2021, BAM announced that it has set
June 18, 2021 as the record date for the previously announced
special dividend of class A exchangeable limited voting shares of
Brookfield Asset Management Reinsurance Partners Ltd. (“Brookfield
Reinsurance”). On June 28, 2021, the holders of BAM shares of
record as of June 18, 2021 will be entitled to receive one class A
exchangeable limited voting share of Brookfield Reinsurance for
every 145 BAM shares held.
Consequently, in accordance with the arrangement
agreement signed in connection with the transaction and subject to
pro-ration, BPY unitholders will now have the ability to elect to
receive, per BPY unit, $18.17 in cash, 0.4006 of a BAM share, or
0.7268 of a BPY preferred unit with a liquidation preference of
$25.00 per unit.
The distribution rate for the new BPY preferred
units to be issued in the transaction will be 6.25% per annum, or
$0.390625 per quarter. Distributions on the BPY preferred units are
cumulative from the date of original issue – which will be the
closing date of the transaction – and will be payable quarterly in
arrears on the last day of March, June, September and December
when, and if declared by the board of directors of the general
partner of BPY. The new BPY preferred units will carry a 60-year
maturity term from the date of original issue.
The election deadline by which registered
unitholders are entitled to elect to receive their preferred form
of consideration will be 5:00 p.m. (Toronto time) on July 20, 2021.
Non-registered unitholders should communicate with their brokers or
other intermediaries as they may have earlier deadlines.
IMPORTANT INFORMATION AND WHERE TO FIND
IT
In connection with the transaction, BAM and BPY,
together with certain subsidiaries of BPY (collectively, the
“Registrants”) have filed with the U.S. Securities and Exchange
Commission (“SEC”) a registration statement on Form F-4 (File No.
333-255512) that includes a circular of BPY that also constitutes a
prospectus of the Registrants. On June 8, 2021, the SEC declared
the Registration Statement effective, and the Registrants mailed
the circular/prospectus to BPY unitholders, holders of shares of
class A stock, par value $0.01 per share, of Brookfield Property
REIT Inc. and holders of exchangeable limited partnership units of
Brookfield Office Properties Exchange LP on or about June 17, 2021.
BAM and BPY also filed a Rule 13E-3 transaction statement on
Schedule 13E-3 relating to the transaction. Each of BAM and BPY
also plan to file other relevant documents with the SEC regarding
the transaction. INVESTORS ARE URGED TO READ THE REGISTRATION
STATEMENT, CIRCULAR/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED
WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION.
No securities regulatory authority has either
approved or disapproved of the contents of this news release. This
news release shall not constitute an offer to sell or the
solicitation of an offer to sell or the solicitation of an offer to
buy any securities, nor shall there be any sale of securities in
any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offer of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as
amended. A free copy of the circular/prospectus, as well as other
filings containing information about the Registrants, may be
obtained at the SEC’s Internet site (http://www.sec.gov). You may
also obtain these documents, free of charge, from BPY by accessing
BPY’s website at bpy.brookfield.com or from BAM by accessing BAM’s
website at bam.brookfield.com.
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, triple net lease, manufactured housing and student
housing. Further information is available at
bpy.brookfield.com.
Brookfield Property Partners is the flagship
listed real estate company of Brookfield Asset Management Inc., a
leading global alternative asset manager with over $600 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.
Brookfield Contact:
Matt CherrySVP, Investor Relations(212)
417-7488matthew.cherry@brookfield.com
FORWARD-LOOKING STATEMENTS
This news release contains “forward-looking
information” and “forward-looking statements” within the meaning of
applicable Canadian and U.S. securities laws. The word “will” and
derivations thereof and other expressions that are predictions of
or indicate future events, trends or prospects and which do not
relate to historical matters identify forward-looking
statements.
Forward-looking statements in this news release
include statements with respect to the transaction and the special
meeting of BPY unitholders. Although BAM and BPY believe that such
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
Except as required by law, BAM and BPY 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:BPYU)
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