All dollar references are in U.S. dollars,
unless noted otherwise.
Brookfield Property Partners L.P. (“BPY”) (NASDAQ: BPY; TSX:
BPY.UN) announced today that it has formally commenced its
previously announced substantial issuer bid (the “Offer”) to
purchase up to $405,000,000 of its limited partnership units (the
“BPY Units”) from holders of Units (“BPY Unitholders”) for cash.
This offer is also being made to holders of exchangeable limited
partnership units (“Exchange LP Unitholders”) of Brookfield Office
Properties Exchange LP on an as exchanged basis (as exchanged, and
together with the BPY Units, the “Units”), and, subject to certain
exceptions discussed below, holders of securities that are
exchangeable into BPY Units prior to or at the time of the Offer
(collectively, with the BPY Unitholders and Exchange LP
Unitholders, the “Unitholders”). For greater clarity, the Offer is
not being made for Class A Stock (“BPR Shares”) of Brookfield
Property REIT Inc. (“BPR”), which are the subject of a concurrent
and separate offer by BPR.
The Offer is being made by way of a “modified
Dutch auction,” which allows Unitholders to select the price,
within the specified range, at which each Unitholder is willing to
sell all or a portion of the Units that such Unitholder owns. The
Offer prices range from $19.00 to $21.00 per Unit (in increments of
$0.10 per Unit). The Offer will be for up to a maximum of
21,315,789 Units based on a purchase price equal to the minimum
purchase price per Unit. The directors and officers of BPY have
advised that they will not tender any of their Units pursuant to
the Offer. Brookfield Asset Management Inc., who holds a
combination of 81,723,887 BPY Units and 432,649,105
Redemption-Exchange Units of Brookfield Property L.P., does not
intend to tender any of its BPY Units pursuant to the Offer.
Unitholders who wish to participate in the Offer
will be able to do so through (i) auction tenders in which they
will specify the number of Units being tendered at a price of not
less than $19.00 and not more than $21.00 per Unit in increments of
$0.10 per Unit, or (ii) purchase price tenders in which they
will not specify a price per Unit, but will rather agree to have a
specified number of Units purchased at the purchase price to be
determined by auction tenders. Unitholders who validly
deposit Units without specifying the method in which they are
tendering their Units will be deemed to have made a purchase price
tender.
Upon expiration of the Offer, BPY will determine
the lowest purchase price (which will not be more than $21.00 per
Unit and not less than $19.00 per Unit) that will allow BPY to
purchase the maximum number of Units properly tendered to the
Offer, and not properly withdrawn, having an aggregate purchase
price not exceeding $405,000,000.
If Units with an aggregate purchase price of
more than $405,000,000 are properly tendered and not properly
withdrawn, BPY will purchase the Units on a pro rata basis after
giving effect to “odd lot” tenders (of Unitholders beneficially
owning fewer than 100 Units), which will not be subject to
proration. In that case, all Units tendered at or below the finally
determined purchase price will be purchased, subject to proration,
at the same purchase price determined pursuant to the terms of the
Offer. Units that are not purchased, including Units tendered
pursuant to auction tenders at prices above the purchase price,
will be returned to Unitholders.
The Offer will expire at 5:00 p.m. (Eastern
time) on March 25, 2019, unless extended or withdrawn by BPY. The
Offer will not be conditional upon any minimum number of Units
being tendered. The Offer will, however, be subject to other
conditions and BPY will reserve the right, subject to applicable
laws, to withdraw or amend the Offer, if, at any time prior to the
payment of deposited Units, certain events occur.
The formal offer to purchase and issuer bid
circular, together with the related letters of transmittal and
notices of guaranteed delivery (the “Offer Documents”), containing
the terms and conditions of the Offer and instructions for
tendering Units, among other things, are being sent to Unitholders
or their designated brokers and will be filed on February 11, 2019
with the applicable securities regulators and will be available on
SEDAR at www.sedar.com and on EDGAR at www.sec.gov.
None of BPY nor its Board of Directors makes any
recommendation to Unitholders as to whether to tender or refrain
from tendering any or all of their Units in the Offer or as to the
purchase price or prices at which Unitholders may choose to tender
Units. Unitholders are urged to read the Offer Documents carefully
and in their entirety, and to consult their own financial, tax and
legal advisors and to make their own decisions with respect to
participation in the Offer.
Any questions or requests for assistance in
tendering Units in the Offer may be directed to D.F. King Canada
(“DF King”), the information agent for the Offer
at inquiries@dfking.com or toll free at 1-800-332-6179.
This press release is for informational purposes
only and is neither an offer to purchase nor a solicitation of an
offer to sell any Units. The solicitation and the offer to purchase
Units by BPY will be made pursuant to the Offer Documents that BPY
will file with the Canadian and U.S. securities regulatory
authorities and that BPY will distribute to its Unitholders, copies
of which will be available free of charge on SEDAR at www.sedar.com
and on EDGAR at www.sec.gov, respectively. These documents contain
important information about the Offer and Unitholders of BPY are
urged to read them carefully.
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 $87 billion in
total assets. We 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, industrial, hospitality, self-storage, student
housing and manufactured housing assets. Brookfield Property
Partners L.P. is listed on the Nasdaq Stock Market and the Toronto
Stock Exchange. Brookfield Property REIT is listed on the Nasdaq
Stock Market. 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 $350 billion in
assets under management.
Certain of our investor relations content is
also available on our investor relations app. To download
Brookfield Property Partners' investor relations app, which offers
access to SEC filings, press releases, presentations and more,
please click here to download on your iPhone or iPad. To
download the app on your Android mobile device, please click
here.
Contact:Matthew CherrySenior Vice President,
Investor Relations & CommunicationsTel: 212-417-7488Email:
matthew.cherry@brookfield.com
Forward-Looking StatementsThis
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 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.
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