Brookfield Property Partners Completes Acquisition of Brookfield
Office Properties
HAMILTON, BERMUDA--(Marketwired - Jun 9, 2014) - US$ unless
otherwise specified -- Brookfield Property Partners L.P. (NYSE:
BPY) (TSX: BPY.UN) ("Brookfield Property Partners" or "BPY") and
Brookfield Office Properties Inc. (NYSE: BPO) (TSX: BPO)
("Brookfield Office Properties" or "BPO") are pleased to announce
that Brookfield Property Partners has completed its previously
announced acquisition of the remaining common shares of BPO. The
acquisition was completed by way of a plan of arrangement (the
"Arrangement") pursuant to which Brookfield Property Partners, and
its indirect subsidiaries Brookfield Office Properties Exchange LP
and Brookfield Property Split Corp. ("BOP Split"), acquired all of
the remaining common shares of BPO.
The 38,183,084 additional BPO common shares taken up pursuant to
the Arrangement represent approximately 7.5% of the BPO common
shares. Brookfield Property Partners now owns 100% of the issued
and outstanding common shares of BPO.
The BPO common shares are expected to be de-listed from the
Toronto Stock Exchange ("TSX") at market close on June 10, 2014 and
from the New York Stock Exchange at market close on June 20,
2014.
Based on shareholder elections received as of the election
deadlines, holders of BPO securities will receive the consideration
described below. Shareholders will receive their consideration
shortly.
Common Shares
Pursuant to the terms of the Arrangement, Brookfield Office
Properties shareholders were able to receive either 1.0 limited
partnership unit of BPY or $20.34 in cash for each BPO common share
held, subject to pro-ration. Based on shareholder elections, of the
remaining 38,183,084 BPO common shares, 29,547,297 were tendered
for cash and 8,635,787 were tendered (or deemed tendered) for
limited partnership units. As BPO shareholders elected to receive
more cash than is available under the Arrangement, BPO shareholders
will receive 42.65% of the aggregate cash they elected to receive,
and will receive the balance of their consideration in BPY limited
partnership units, or exchangeable limited partnership units if
elected, valuing each limited partnership unit at $20.34.
Shareholders electing to receive BPY limited partnership units, or
exchangeable limited partnership units, will receive one limited
partnership unit for each BPO common share tendered (or deemed
tendered). After adjusting for pro-ration, 12,601,398 of the
remaining common shares were exchanged for cash and 25,581,686
common shares were exchanged for limited partnership units.
Preferred Shares
Pursuant to the terms of the Arrangement, holders of outstanding
BPO preference shares series G, H, J and K, which are convertible
into BPO common shares, were able to exchange a portion of their
shares for BOP Split preferred shares. Based on shareholder
elections, 92.9% of the BPO preference shares series G that holders
elected (or are deemed to have elected) to exchange for BOP Split
preferred shares were exchanged, 56.8% of the BPO preference shares
series H that holders elected (or are deemed to have elected) to
exchange for BOP Split preferred shares were exchanged, 62.7% of
the BPO preference shares series J that holders elected (or are
deemed to have elected) to exchange for BOP Split preferred shares
were exchanged and 77.1% of the BPO preference shares series K that
holders elected (or are deemed to have elected) to exchange for BOP
Split preferred shares were exchanged. In aggregate, $25 million of
each of the four series of BOP Split preferred shares were issued.
BPO preference shares series G, H, J and K which were not exchanged
will remain outstanding with modified share conditions to make them
exchangeable into BPY units rather than convertible into BPO common
shares.
Preferred shares of BOP Split will begin trading on the TSX at
market open on June 11, 2014. The Class A senior preferred shares,
Series 1 will trade under the symbol BPS.PR.U. The Class A senior
preferred shares, Series 2 will trade under the symbol BPS.PR.A.
The Class A senior preferred shares, Series 3 will trade under the
symbol BPS.PR.B. The Class A senior preferred shares, Series 4 will
trade under the symbol BPS.PR.C.
Pursuant to the Arrangement, BPO Class A preference shares held
by the public were redeemed by BPO under the Arrangement for
C$1.11111 per share, plus any accrued and unpaid dividends.
Additional Information
In conjunction with the structuring of new compensation plans to
replace existing BPO compensation plans, an indirect wholly-owned
subsidiary of Brookfield Property Partners will acquire
approximately C$1,000 of limited partnership units of Brookfield
Property Partners on the New York Stock Exchange on or after June
16, 2014 at or below market price.
Forward-Looking Statements
This news release contains "forward-looking information" within
the meaning of Canadian provincial securities laws and applicable
regulations. Forward-looking statements include statements that are
predictive in nature, 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: problems may arise in successfully
integrating the business of BPY and BPO; BPY may not realize the
anticipated synergies and other benefits following the Arrangement;
the Arrangement may involve unexpected costs; 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 favourable 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 exchanges 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 and hurricanes; and other risks and factors
detailed from time to time in our documents filed with the
securities regulators in Canada and the United States.
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 Partners is a leading owner,
operator and investor in best-in-class commercial real estate
around the globe. Our diversified portfolio includes interests in
over 300 office and retail properties encompassing 250 million
square feet, 22,000 multifamily units, 58 million square feet of
industrial space and a 100 million square foot development
pipeline. Our assets are located in North America, Europe and
Australia with a small presence in China, Brazil and India. For
information, please visit
www.brookfieldpropertypartners.com.
Brookfield Office Properties owns, develops and
manages office properties in the United States, Canada, Australia
and the United Kingdom. Its portfolio is comprised of interests in
113 properties totalling 88 million square feet in the downtown
cores of New York, Washington, D.C., Houston, Los Angeles, Toronto,
Calgary, Ottawa, London, Sydney, Melbourne and Perth, making
Brookfield Office Properties the global leader in the ownership and
management of office assets. Landmark properties include Brookfield
Places in Manhattan, Toronto and Perth, Bank of America Plaza in
Los Angeles, Bankers Hall in Calgary and Darling Park in Sydney.
For information, please visit
www.brookfieldofficeproperties.com.
Contact: Matthew Cherry Vice President, Investor
Relations & Communications Tel: 212-417-7488 Email:
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