Item 7.01 Regulation FD Disclosure.
On July 20, 2021, Brookfield Property REIT Inc., Brookfield Asset Management
Inc. and Brookfield Property Partners L.P. announced that Brookfield Property
REIT Inc. will redeem all outstanding shares of its 6.375% Series A Cumulative
Redeemable Preferred Stock (the "Series A Preferred Stock") (CUSIP 11282X202) on
August 19, 2021 (the "Redemption"). The Series A Preferred Stock currently
trades on the Nasdaq Global Select Market under the symbol "BPYUP." A press
release announcing the Redemption is filed as Exhibit 99.1 to this Current
Report on Form 8-K.
The Series A Preferred Stock will be redeemed for cash at a redemption price of
$25.00 per share, plus all accumulated and unpaid dividends (whether or not
declared) to, but not including, August 19, 2021 (the "Redemption Date"), which
equals approximately $0.21250 per share, without interest, for total proceeds
per share of $25.21250 (the "Redemption Price"). Dividends on the shares of the
Series A Preferred Stock will cease to accrue and accumulate on the Redemption
Date. Upon the Redemption, the shares of the Series A Preferred Stock will no
longer be outstanding and all rights of the holders of such shares will
terminate, except the right of the holders to receive the Redemption Price. Upon
the Redemption, the Series A Preferred Stock will no longer trade on the Nasdaq
Global Select Market.
All shares of the Series A Preferred Stock are held in book-entry form through
the Depository Trust Company ("DTC") and the shares will be redeemed in
accordance with the procedures of DTC. Payment to DTC for the shares of the
Series A Preferred Stock will be made by American Stock Transfer & Trust
Company, LLC (the "Redemption Agent").
The irrevocable notice of redemption was provided to the registered holders of
Series A Preferred Stock on July 20, 2021. Questions relating to, and requests
for additional copies of, the irrevocable notice of redemption should be
directed to the Redemption Agent at American Stock Transfer & Trust Company,
LLC, 6201 15th Avenue Brooklyn, New York 11219, Attention: Reorganization
Department at 877-248-6417.
The information in this Item 7.01, including Exhibit 99.1, is being furnished
pursuant to Item 7.01 of Form 8-K and shall not be deemed "filed" for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), or otherwise subject to the liabilities of that section, nor shall the
information be deemed incorporated by reference in any filing under the
Securities Act of 1933, as amended, or the Exchange Act.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
Exhibit No. Description
99.1 Press Release dated July 20, 2021.
101.SCH Inline XBRL Taxonomy Extension Schema Document.
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document.
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document.
104 Cover Page Interactive Data File (formatted as Inline XBRL with
applicable taxonomy extension information contained in Exhibits 101).
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