Current Report Filing (8-k)
22 July 2020 - 7:18AM
Edgar (US Regulatory)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT
REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
July 16, 2020
Brookfield Property REIT Inc.
(Exact name of registrant as specified in
its charter)
Delaware
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001-34948
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27-2963337
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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250 Vesey Street, 15th Floor, New York, NY
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10281
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including
area code: (212) 417-7000
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of
the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which
Registered
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Class A Stock, par value $0.01 per share
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BPYU
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Nasdaq Global Select Market
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6.375% Series A Cumulative Perpetual Redeemable Preferred Stock, par value $0.01 per share
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BPYUP
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Nasdaq Global Select Market
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Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act or Rule 12b-2 of the Exchange Act.
Emerging
growth company ¨
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with
any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 3.02
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Unregistered Sales of Equity Securities.
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On July 16, 2020, Brookfield Property REIT Inc. (the “Company”)
issued 16,830,295 shares (the “Shares”) of its Class B-1 Stock, par value $0.01 per share, to BPR FIN I Subco
LLC, an affiliate of the Company, for the total consideration of $360 million.
The Shares were issued in reliance upon the exemption from registration
provided by Section 4(a)(2) of the Securities Act of 1933, as amended.
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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BROOKFIELD PROPERTY REIT INC.
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Date:
July 21, 2020
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By:
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/s/ Michelle Campbell
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Name:
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Michelle Campbell
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Title:
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Secretary
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