Item 1.01 Entry into a Material Definitive Agreement.
As previously disclosed, on July 26, 2021, Brookfield Asset Management Inc.
("BAM") completed its previously announced acquisition of all of the limited
partnership units of Brookfield Property Partners L.P. ("BPY"), and the
exchangeable limited partnership units of Brookfield Office Properties Exchange
LP (the "Transaction"), and each holder of class A stock, par value $0.01 per
share ("Class A Stock"), of Brookfield Property REIT Inc. (the "Company")
received $12.38 in cash, 0.0913 of a BAM class A limited voting share and 0.0657
of a BPY preferred unit with a liquidation preference of $25.00 per unit in the
automatic exchange for each outstanding share of Class A Stock.
In connection with the Transaction, on July 26, 2021, GGP Real Estate Holding
II, Inc., the general partner of BPR OP, LP, an indirect subsidiary and the
operating partnership of the Company ("BPR OP"), entered into an amendment and
restatement of BPR OP's limited partnership agreement (the "Amended BPR OP
Partnership Agreement") to, among other things, eliminate BPR OP's Series K
Preferred Units, which had rights corresponding to the Company's Class A Stock,
and remove references to various series of units that are no longer outstanding,
as well as to authorize a new series of Series M Preferred Units. The Amended
BPR OP Partnership Agreement became effective immediately following the closing
of the Transaction on July 26, 2021.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On July 26, 2021, in connection with the consummation of the Transaction, the
Company notified the Nasdaq Global Select Market (the "Nasdaq") that the
Transaction had been completed and requested that trading of the Class A Stock
on the Nasdaq be suspended prior to the opening of trading on July 27, 2021. In
addition, the Nasdaq filed with the Securities and Exchange Commission a
Notification of Removal from Listing and/or Registration on Form 25 to delist
the Class A Stock from the Nasdaq and deregister the Class A Stock under Section
12(b) of the Securities and Exchange Act of 1934, as amended, on July 26, 2021.
As a result, the Class A Stock ceased trading and was not listed on the Nasdaq
effective prior to the opening of the market on July 27, 2021.
Item 3.02 Unregistered Sales of Equity Securities.
Following the closing of the Transaction, the Company issued 13,875,894.3314
shares (the "Shares") of Class A Stock, to BPY Holding REIT II LLC, an affiliate
of BAM, for total consideration of $252,125,000. The sale of the Shares was made
pursuant to a contribution agreement entered into between the Company and BPY
Holding REIT II LLC.
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. The proceeds from
the issuance will be used by the Company to redeem all outstanding shares of the
Company's 6.375% Series A Cumulative Redeemable Preferred Stock (the "Series A
Preferred Stock"). The redemption of the Series A Preferred Stock was previously
announced by the Company on July 20, 2021.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
On July 30, 2021, each of Soon Young Chang, Omar Carneiro da Cunha, Michael J.
Warren, Caroline Atkinson and A. Douglas McGregor resigned as directors of the
Company. Each of Soon Young Chang, Omar Carneiro da Cunha, Michael J. Warren,
Caroline Atkinson and A. Douglas McGregor informed the Company that the decision
to resign was not due to any disagreement with the Company on any matter
relating to the Company's operations, policies or practices.
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