Brookfield Property Partners completes substantial issuer bid

September 02, 2020

Torys represented Brookfield Property Partners with a team that included Karrin Powys-Lybbe, Adrienne DiPaolo, Paulina Taneva, Jordan Fenton and Mitchell Dost (Canadian securities), Mile Kurta, Steven Bentsianov and Rayanna Smith (U.S. securities), Jared Fontaine, Heding Yang and Michael R. Portner Gartke (institutional investing), Corrado Cardarelli, Richard Johnson and Josh Morry (Canadian tax), David Mattingly and Jonathan Weinblatt (U.S. tax).

On September 2, 2020, Brookfield Property Partners L.P. (“BPY”) announced the final results of its substantial issuer bid (the “Offer”) to purchase up to 74,166,670 of its limited partnership units (the “Units”) for a fixed cash price of US$12.00 per Unit (the “Purchase Price”) which expired on August 28, 2020. Under the Offer, BPY took up and purchased for cancellation 35,499,518 Units for an aggregate cost of approximately US$426 million.

Brookfield Asset Management Inc. (“BAM”) provided an equity commitment (the “Equity Commitment”) to BPY in order to provide funding for BPY to complete, directly or indirectly, one or more repurchases of Units, including pursuant to the Offer, for an aggregate amount up to US$1 billion. The Equity Commitment can be drawn down by BPY until December 31, 2020. The Equity Commitment has been, and will continue to be, funded by BAM as to 50% from cash on hand and the remainder from managed accounts on behalf of certain of BAM’s institutional clients. The Equity Commitment was drawn by BPY to fund the Offer and BAM and its affiliates were issued the same number of Units (or redemption-exchange units of Brookfield Property L.P.) as were acquired by BPY, directly or indirectly, at a purchase price per Unit equal to the Purchase Price.

A committee comprised of all of the independent directors of the board of directors of Brookfield Property Partners Limited, BPY’s general partner, was established on May 20, 2020 to consider the Offer and the Equity Commitment.

Further information on the offering can be found on Globe Newswire’s website.

Brookfield Property Partners, through Brookfield Property Partners L.P. and its subsidiary Brookfield Property REIT Inc., is one of the world’s premier commercial real estate companies, with approximately US$87 billion in total assets.