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 CherrySenior Vice
President, Investor RelationsTel: 212-417-7488Email:
matthew.cherry@brookfield.com
Forward-Looking Statements
This communication contains “forward-looking
information” 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, including as a result of the
recent global economic shutdown; 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
acquisitions into existing operations and the ability to attain
expected benefits therefrom; operational and reputational risks;
catastrophic events, such as earthquakes, hurricanes or
pandemics/epidemics; and other risks and factors detailed from time
to time in our documents filed with the securities regulators in
Canada and the United States. In addition, our future results may
be impacted by risks associated with the global economic shutdown
caused by a novel strain of coronavirus, COVID-19, and the related
global reduction in commerce and travel and substantial volatility
in stock markets worldwide, which may result in a decrease of cash
flows and impairment losses and/or revaluations on our investments
and real estate properties, and we may be unable to achieve our
expected returns.
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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