Brookfield Property REIT Inc. (“BPR”) (NASDAQ: BPR) announced today
the preliminary results of its substantial issuer bid (the “Offer”)
to purchase for cancellation up to $95 million of shares of its
Class A Stock, par value $0.01 per share (“Class A Stock”), which
expired at 5:00 p.m. (Eastern time) on March 25, 2019.
Based on the preliminary count by American Stock
Transfer & Trust Company, LLC, the paying agent and
depositary for the Offer, a total of 8,333,603 shares of Class A
Stock were properly tendered and not properly withdrawn at the
final purchase price of $20.30 per share, including 911,463 shares
of Class A Stock that were tendered through notice of guaranteed
delivery.
In accordance with the terms and conditions of the Offer, and
based on the preliminary count by the paying agent and depositary,
BPR expects to take up and purchase for cancellation 4,679,802
shares of Class A Stock properly tendered and not properly
withdrawn prior to the expiration of the Offer at a purchase price
of $20.30 per share, for an aggregate cost of approximately $95
million, excluding fees and expenses relating to the Offer. Based
on this preliminary count, the 4,679,802 shares of Class A Stock to
be accepted for purchase in the Offer represent approximately 4.54%
of BPR’s issued and outstanding shares of Class A Stock as at March
22, 2019. Based on these preliminary numbers, BPR anticipates that,
following settlement of the Offer, it will have approximately
98,422,572 shares of Class A Stock outstanding.
Due to the oversubscription of the tender offer, based on the
preliminary count described above, BPR will accept for purchase on
a pro rata basis approximately 56.2% of the shares of Class A Stock
properly tendered and not properly withdrawn at the purchase price
of $20.30 per share by each tendering stockholder (other than “odd
lot” holders, whose shares of Class A Stock will be purchased on a
priority basis).
The number of shares of Class A Stock to be purchased, the
purchase price and proration information are preliminary and
subject to change. The preliminary information contained in this
press release is subject to confirmation by the paying agent and
depositary and is based on the assumption that all shares of Class
A Stock tendered through notice of guaranteed delivery will be
delivered within two business days after the date of receipt by the
depositary of the notice of guaranteed delivery. The final number
of shares of Class A Stock to be purchased, the final purchase
price information and the final proration will be announced
following completion of the confirmation process. Payment for the
shares of Class A Stock accepted for purchase under the Offer will
occur promptly thereafter, in accordance with applicable
law.
Under its separate substantial issuer bid, Brookfield Property
Partners L.P. expects to accept for purchase 14,178,607 units at a
purchase price of $21.00 per unit, for an aggregate cost of
approximately $298 million.
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.
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 premier 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, logistics,
hospitality, self-storage, student housing and manufactured housing
assets.
Further information is available at
bpy.brookfield.com/bpr.
Contact:Sherif
El-AzzaziDirector, Investor Relations & CommunicationsTel:
212-417-7169Email: sherif.elazzazi@brookfield.com
Forward-Looking Statements
This 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.
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