UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 11)

 

 

Brookfield Property Partners L.P.

(Name of Issuer)

Limited Partnership Units

(Title of Class of Securities)

G16249107

(CUSIP Number)

Justin B. Beber

Brookfield Asset Management Inc.

Brookfield Place, Suite 300

181 Bay Street, P.O. Box 762

Toronto, Ontario M5J 2T3

Tel: (416) 956-5182

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

July 2, 2020

(Date of Event Which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box.  ☐

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

 

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(Continued on following pages)

 

 

 


CUSIP No. G16249107   SCHEDULE 13D  

 

  1   

Names of Reporting Persons

 

BROOKFIELD ASSET MANAGEMENT INC.

  2  

Check the Appropriate Box if a Member of a Group

(a)  ☐        (b)  ☒

 

  3  

SEC Use Only

 

  4  

Source of Funds

 

OO

  5  

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)

 

  6  

Citizenship or Place of Organization

 

ONTARIO

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

 

     7    

Sole Voting Power

 

0

     8   

Shared Voting Power

 

522,785,158*

     9   

Sole Dispositive Power

 

0

   10   

Shared Dispositive Power

 

522,785,158*

11  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

522,785,158*

12  

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares

 

13  

Percent of Class Represented by Amount in Row (11)

 

59.9%**

14  

Type of Reporting Person

 

CO

 

* This amount includes 432,649,105 redemption-exchange units of Brookfield Property L.P. and 3,036,315 shares of Class A Stock of Brookfield Property REIT Inc. See Item 5.

** Based on a total of (1) 437,639,870 limited partnership units of the Issuer issued and outstanding as of June 26, 2020, (2) 432,649,105 redemption-exchange units of Brookfield Property L.P. owned by the Reporting Person and (3) 3,036,315 shares of Class A Stock of Brookfield Property REIT Inc owned by the Reporting Person.


CUSIP No. G16249107   SCHEDULE 13D  

 

  1   

Names of Reporting Persons

 

PARTNERS LIMITED

  2  

Check the Appropriate Box if a Member of a Group

(a)  ☐        (b)  ☒

 

  3  

SEC Use Only

 

  4  

Source of Funds

 

AF

  5  

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)

 

  6  

Citizenship or Place of Organization

 

CANADA

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

 

     7    

Sole Voting Power

 

36,452

     8   

Shared Voting Power

 

526,398,604*

     9   

Sole Dispositive Power

 

36,452

   10   

Shared Dispositive Power

 

526,398,604*

11  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

526,435,056*

12  

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares

 

13  

Percent of Class Represented by Amount in Row (11)

 

60.3%**

14  

Type of Reporting Person

 

CO

 

* This amount includes 432,649,105 redemption-exchange units of Brookfield Property L.P. and 3,036,315 shares of Class A Stock of Brookfield Property REIT Inc. See Item 5.

** Based on a total of (1) 437,639,870 limited partnership units of the Issuer issued and outstanding as of June 26, 2020, (2) 432,649,105 redemption-exchange units of Brookfield Property L.P. owned by the Reporting Person and (3) 3,036,315 shares of Class A Stock of Brookfield Property REIT Inc owned by the Reporting Person.


CUSIP No. G16249107   SCHEDULE 13D  

 

  1   

Names of Reporting Persons

 

PARTNERS VALUE INVESTMENTS LP

  2  

Check the Appropriate Box if a Member of a Group

(a)  ☐        (b)  ☒

 

  3  

SEC Use Only

 

  4  

Source of Funds

 

N/A

  5  

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)

 

  6  

Citizenship or Place of Organization

 

ONTARIO

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

 

     7    

Sole Voting Power

 

3,613,446

     8   

Shared Voting Power

 

0

     9   

Sole Dispositive Power

 

3,613,446

   10   

Shared Dispositive Power

 

0

11  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

3,613,446

12  

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares

 

13  

Percent of Class Represented by Amount in Row (11)

 

0.8%**

14  

Type of Reporting Person

 

PN

 

** Based on a total of 437,639,870 limited partnership units of the Issuer issued and outstanding as of June 26, 2020.


CUSIP No. G16249107

 

  1   

Names of Reporting Persons

 

BROOKFIELD PROPERTY GROUP HOLDINGS SUB LP

  2  

Check the Appropriate Box if a Member of a Group

(a)  ☐        (b)  ☒

 

  3  

SEC Use Only

 

  4  

Source of Funds

 

N/A

  5  

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)

 

  6  

Citizenship or Place of Organization

 

ONTARIO

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

 

     7    

Sole Voting Power

 

0

     8   

Shared Voting Power

 

40,048,497*

     9   

Sole Dispositive Power

 

0

   10   

Shared Dispositive Power

 

40,048,497*

11  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

40,048,497*

12  

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares

 

13  

Percent of Class Represented by Amount in Row (11)

 

8.6%**

14  

Type of Reporting Person

 

CO

 

* This amount includes 26,100,760 redemption-exchange units of Brookfield Property L.P.

** Based on a total of (1) 437,639,870 limited partnership units of the Issuer issued and outstanding as of June 26, 2020 and (2) 26,100,760 redemption-exchange units of Brookfield Property L.P. owned by the Reporting Person.


CUSIP No. G16249107   SCHEDULE 13D  

 

  1   

Names of Reporting Persons

 

BPY I L.P.

  2  

Check the Appropriate Box if a Member of a Group

(a)  ☐        (b)  ☒

 

  3  

SEC Use Only

 

  4  

Source of Funds

 

N/A

  5  

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)

 

  6  

Citizenship or Place of Organization

 

MANITOBA

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

 

     7    

Sole Voting Power

 

0

     8   

Shared Voting Power

 

53,702,050*

     9   

Sole Dispositive Power

 

0

   10   

Shared Dispositive Power

 

53,702,050*

11  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

53,702,050*

12  

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares

 

13  

Percent of Class Represented by Amount in Row (11)

 

10.9%**

14  

Type of Reporting Person

 

PN

 

* Represents redemption-exchange units of Brookfield Property L.P.

** Based on a total of (1) 437,639,870 limited partnership units of the Issuer issued and outstanding as of June 26, 2020 and (2) 53,702,050 redemption-exchange units of Brookfield Property L.P. owned by the Reporting Person.


CUSIP No. G16249107   SCHEDULE 13D  

 

  1   

Names of Reporting Persons

 

BPG HOLDINGS GROUP (US) HOLDINGS INC.

  2  

Check the Appropriate Box if a Member of a Group

(a)  ☐        (b)  ☒

 

  3  

SEC Use Only

 

  4  

Source of Funds

 

AF

  5  

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)

 

  6  

Citizenship or Place of Organization

 

ONTARIO

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

 

     7    

Sole Voting Power

 

0

     8   

Shared Voting Power

 

7,331,926*

     9   

Sole Dispositive Power

 

0

   10   

Shared Dispositive Power

 

7,331,926*

11  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

7,331,926*

12  

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares

 

13  

Percent of Class Represented by Amount in Row (11)

 

1.7%**

14  

Type of Reporting Person

 

CO

 

* This amount includes 1,906,781 redemption-exchange units of Brookfield Property L.P.

** Based on a total of (1) 437,639,870 limited partnership units of the Issuer issued and outstanding as of June 26, 2020 and (2) 1,906,781 redemption-exchange units of Brookfield Property L.P. owned by the Reporting Person.


CUSIP No. G16249107   SCHEDULE 13D  

 

  1   

Names of Reporting Persons

 

BPG HOLDINGS I L.P.

  2  

Check the Appropriate Box if a Member of a Group

(a)  ☐        (b)  ☒

 

  3  

SEC Use Only

 

  4  

Source of Funds

 

N/A

  5  

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)

 

  6  

Citizenship or Place of Organization

 

ONTARIO

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

 

     7    

Sole Voting Power

 

0

     8   

Shared Voting Power

 

60,000,000*

     9   

Sole Dispositive Power

 

0

   10   

Shared Dispositive Power

 

60,000,000*

11  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

60,000,000*

12  

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares

 

13  

Percent of Class Represented by Amount in Row (11)

 

12.1%**

14  

Type of Reporting Person

 

PN

 

* Represents redemption-exchange units of Brookfield Property L.P.

** Based on a total of (1) 437,639,870 limited partnership units of the Issuer issued and outstanding as of June 26, 2020 and (2) 60,000,000 redemption-exchange units of Brookfield Property L.P. owned by the Reporting Person.


CUSIP No. G16249107   SCHEDULE 13D  

 

  1   

Names of Reporting Persons

 

BPG HOLDINGS II L.P.

  2  

Check the Appropriate Box if a Member of a Group

(a)  ☐        (b)  ☒

 

  3  

SEC Use Only

 

  4  

Source of Funds

 

N/A

  5  

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)

 

  6  

Citizenship or Place of Organization

 

ONTARIO

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

 

     7    

Sole Voting Power

 

0

     8   

Shared Voting Power

 

15,781,724*

     9   

Sole Dispositive Power

 

0

   10   

Shared Dispositive Power

 

15,781,724*

11  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

15,781,724*

12  

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares

 

13  

Percent of Class Represented by Amount in Row (11)

 

3.5%**

14  

Type of Reporting Person

 

PN

 

* Represents redemption-exchange units of Brookfield Property L.P.

** Based on a total of (1) 437,639,870 limited partnership units of the Issuer issued and outstanding as of June 26, 2020 and (2) 15,781,724 redemption-exchange units of Brookfield Property L.P. owned by the Reporting Person.


CUSIP No. G16249107   SCHEDULE 13D  

 

  1   

Names of Reporting Persons

 

BPG HOLDINGS III L.P.

  2  

Check the Appropriate Box if a Member of a Group

(a)  ☐        (b)  ☒

 

  3  

SEC Use Only

 

  4  

Source of Funds

 

N/A

  5  

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)

 

  6  

Citizenship or Place of Organization

 

ONTARIO

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

 

     7    

Sole Voting Power

 

0

     8   

Shared Voting Power

 

51,419,088*

     9   

Sole Dispositive Power

 

0

   10   

Shared Dispositive Power

 

51,419,088*

11  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

51,419,088*

12  

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares

 

13  

Percent of Class Represented by Amount in Row (11)

 

10.5%**

14  

Type of Reporting Person

 

PN

 

* Represents redemption-exchange units of Brookfield Property L.P.

** Based on a total of (1) 437,639,870 limited partnership units of the Issuer issued and outstanding as of June 26, 2020 and (2) 51,419,088 redemption-exchange units of Brookfield Property L.P. owned by the Reporting Person.


CUSIP No. G16249107   SCHEDULE 13D  

 

  1   

Names of Reporting Persons

 

BPG HOLDINGS IV L.P.

  2  

Check the Appropriate Box if a Member of a Group

(a)  ☐        (b)  ☒

 

  3  

SEC Use Only

 

  4  

Source of Funds

 

N/A

  5  

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)

 

  6  

Citizenship or Place of Organization

 

ONTARIO

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

 

     7    

Sole Voting Power

 

0

     8   

Shared Voting Power

 

60,319,088*

     9   

Sole Dispositive Power

 

0

   10   

Shared Dispositive Power

 

60,319,088*

11  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

60,319,088*

12  

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares

 

13  

Percent of Class Represented by Amount in Row (11)

 

12.1%**

14  

Type of Reporting Person

 

PN

 

* Represents redemption-exchange units of Brookfield Property L.P.

** Based on a total of (1) 437,639,870 limited partnership units of the Issuer issued and outstanding as of June 26, 2020 and (2) 60,319,088 redemption-exchange units of Brookfield Property L.P. owned by the Reporting Person.


CUSIP No. G16249107   SCHEDULE 13D  

 

  1   

Names of Reporting Persons

 

BPG HOLDINGS ALBERTA L.P.

  2  

Check the Appropriate Box if a Member of a Group

(a)  ☐        (b)  ☒

 

  3  

SEC Use Only

 

  4  

Source of Funds

 

N/A

  5  

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)

 

  6  

Citizenship or Place of Organization

 

ONTARIO

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

 

     7    

Sole Voting Power

 

0

     8   

Shared Voting Power

 

50,000,000*

     9   

Sole Dispositive Power

 

0

   10   

Shared Dispositive Power

 

50,000,000*

11  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

50,000,000*

12  

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares

 

13  

Percent of Class Represented by Amount in Row (11)

 

10.3%**

14  

Type of Reporting Person

 

PN

 

* Represents redemption-exchange units of Brookfield Property L.P.

** Based on a total of (1) 437,639,870 limited partnership units of the Issuer issued and outstanding as of June 26, 2020 and (2) 50,000,000 redemption-exchange units of Brookfield Property L.P. owned by the Reporting Person.


CUSIP No. G16249107   SCHEDULE 13D  

 

  1   

Names of Reporting Persons

 

BPG INVESTMENT HOLDINGS L.P.

  2  

Check the Appropriate Box if a Member of a Group

(a)  ☐        (b)  ☒

 

  3  

SEC Use Only

 

  4  

Source of Funds

 

N/A

  5  

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)

 

  6  

Citizenship or Place of Organization

 

ONTARIO

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

 

     7    

Sole Voting Power

 

0

     8   

Shared Voting Power

 

8,387,345*

     9   

Sole Dispositive Power

 

0

   10   

Shared Dispositive Power

 

8,387,345*

11  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

8,387,345*

12  

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares

 

13  

Percent of Class Represented by Amount in Row (11)

 

1.9%**

14  

Type of Reporting Person

 

PN

 

* Represents redemption-exchange units of Brookfield Property L.P.

** Based on a total of (1) 437,639,870 limited partnership units of the Issuer issued and outstanding as of June 26, 2020 and (2) 8,387,345 redemption-exchange units of Brookfield Property L.P. owned by the Reporting Person.


CUSIP No. G16249107   SCHEDULE 13D  

 

  1   

Names of Reporting Persons

 

BPG FINANCE INVESTOR L.P.

  2  

Check the Appropriate Box if a Member of a Group

(a)  ☐        (b)  ☒

 

  3  

SEC Use Only

 

  4  

Source of Funds

 

N/A

  5  

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)

 

  6  

Citizenship or Place of Organization

 

ONTARIO

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

 

     7    

Sole Voting Power

 

0

     8   

Shared Voting Power

 

71,000,000*

     9   

Sole Dispositive Power

 

0

   10   

Shared Dispositive Power

 

71,000,000*

11  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

71,000,000*

12  

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares

 

13  

Percent of Class Represented by Amount in Row (11)

 

14.0%**

14  

Type of Reporting Person

 

PN

 

* Represents redemption-exchange units of Brookfield Property L.P.

** Based on a total of (1) 437,639,870 limited partnership units of the Issuer issued and outstanding as of June 26, 2020 and (2) 71,000,000 redemption-exchange units of Brookfield Property L.P. owned by the Reporting Person.


CUSIP No. G16249107   SCHEDULE 13D  

 

  1   

Names of Reporting Persons

 

BPGUSH L.P. (ONTARIO)

  2  

Check the Appropriate Box if a Member of a Group

(a)  ☐        (b)  ☒

 

  3  

SEC Use Only

 

  4  

Source of Funds

 

N/A

  5  

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)

 

  6  

Citizenship or Place of Organization

 

ONTARIO

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

 

     7    

Sole Voting Power

 

0

     8   

Shared Voting Power

 

9,000,000*

     9   

Sole Dispositive Power

 

0

   10   

Shared Dispositive Power

 

9,000,000*

11  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

9,000,000*

12  

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares

 

13  

Percent of Class Represented by Amount in Row (11)

 

2.0%**

14  

Type of Reporting Person

 

PN

 

* Represents redemption-exchange units of Brookfield Property L.P.

** Based on a total of (1) 437,639,870 limited partnership units of the Issuer issued and outstanding as of June 26, 2020 and (2) 9,000,000 redemption-exchange units of Brookfield Property L.P. owned by the Reporting Person.


CUSIP No. G16249107   SCHEDULE 13D  

 

  1   

Names of Reporting Persons

 

BPY (2013) CORP.

  2  

Check the Appropriate Box if a Member of a Group

(a)  ☐        (b)  ☒

 

  3  

SEC Use Only

 

  4  

Source of Funds

 

N/A

  5  

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)

 

  6  

Citizenship or Place of Organization

 

ONTARIO

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

 

     7    

Sole Voting Power

 

0

     8   

Shared Voting Power

 

720,064

     9   

Sole Dispositive Power

 

0

   10   

Shared Dispositive Power

 

720,064

11  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

720,064

12  

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares

 

13  

Percent of Class Represented by Amount in Row (11)

 

0.2%*

14  

Type of Reporting Person

 

CO

 

* Based on a total of 437,639,870 limited partnership units of the Issuer issued and outstanding as of June 26, 2020.


CUSIP No. G16249107   SCHEDULE 13D  

 

  1   

Names of Reporting Persons

 

BROOKFIELD GLOBAL PROPERTY ADVISOR LIMITED

  2  

Check the Appropriate Box if a Member of a Group

(a)  ☐        (b)  ☒

 

  3  

SEC Use Only

 

  4  

Source of Funds

 

N/A

  5  

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)

 

  6  

Citizenship or Place of Organization

 

ENGLAND AND WALES

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

 

     7    

Sole Voting Power

 

0

     8   

Shared Voting Power

 

75,000

     9   

Sole Dispositive Power

 

0

   10   

Shared Dispositive Power

 

75,000

11  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

75,000

12  

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares

 

13  

Percent of Class Represented by Amount in Row (11)

 

0.02%*

14  

Type of Reporting Person

 

PN

 

* Based on a total of 437,639,870 limited partnership units of the Issuer issued and outstanding as of June 26, 2020.


CUSIP No. G16249107   SCHEDULE 13D  

 

  1   

Names of Reporting Persons

 

BPGH Sub Inc.

  2  

Check the Appropriate Box if a Member of a Group

(a)  ☐        (b)  ☒

 

  3  

SEC Use Only

 

  4  

Source of Funds

 

OO

  5  

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)

 

  6  

Citizenship or Place of Organization

 

ONTARIO

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

 

     7    

Sole Voting Power

 

0

     8   

Shared Voting Power

 

22,713,516

     9   

Sole Dispositive Power

 

0

   10   

Shared Dispositive Power

 

22,713,516

11  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

22,713,516

12  

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares

 

13  

Percent of Class Represented by Amount in Row (11)

 

5.2%*

14  

Type of Reporting Person

 

CO

 

* Based on a total of 437,639,870 limited partnership units of the Issuer issued and outstanding as of June 26, 2020.


CUSIP No. G16249107   SCHEDULE 13D  

 

  1   

Names of Reporting Persons

 

Brookfield US Holdings Inc.

  2  

Check the Appropriate Box if a Member of a Group

(a)  ☐        (b)  ☒

 

  3  

SEC Use Only

 

  4  

Source of Funds

 

N/A

  5  

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)

 

  6  

Citizenship or Place of Organization

 

ONTARIO

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

 

     7    

Sole Voting Power

 

0

     8   

Shared Voting Power

 

69,250,545*

     9   

Sole Dispositive Power

 

0

   10   

Shared Dispositive Power

 

69,250,545*

11  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

69,250,545*

12  

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares

 

13  

Percent of Class Represented by Amount in Row (11)

 

15.0%*

14  

Type of Reporting Person

 

CO

 

* This amount includes 25,032,269 redemption-exchange units of Brookfield Property L.P.

** Based on a total of (1) 437,639,870 limited partnership units of the Issuer issued and outstanding as of June 26, 2020 and (2) 25,032,269 redemption-exchange units of Brookfield Property L.P. owned by the Reporting Person.


EXPLANATORY NOTE

This Amendment No. 11 to Schedule 13D (this “Amendment No. 11”) is being filed to report the entry by Brookfield Asset Management Inc. (“BAM”) into the Equity Commitment Agreement, dated July 2, 2020 (the “Equity Commitment”), with Brookfield Property Partners L.P. (the “Issuer”) and Brookfield Property L.P. (“Property LP”). Information reported and defined terms used in the original Schedule 13D, as amended, remain in effect except to the extent that they are amended or superseded by information or defined terms contained in this Amendment No. 11.

2. Identity and Background.

Item 2 of this Schedule 13D is hereby amended and supplemented as follows:

Schedule I hereto updates the list of the directors and executive officers, and their respective principal occupations, addresses, and citizenships, of BAM.

3. Source and Amendment of Funds or Other Consideration.

Item 3 of this Schedule 13D is hereby supplemented to include the information set forth in Item 6 below.

4. Purpose of the Transaction.

Item 4 of this Schedule 13D is hereby supplemented to include the information set forth in Item 6 below.

5. Interest in Securities of the Issuer.

Items 5(a)-(b) are hereby amended and restated in their entirety as follows:

(a)-(b) As of the date hereof, Partners Value Investments LP (“PVI LP”) may be deemed to be the beneficial owner of 3,613,446 Units and such Units represent 0.8% of the issued and outstanding Units. BAM may be deemed to be the beneficial owner of 87,099,738 Units and Partners may be deemed to be the beneficial owner of 90,749,636 Units (including the Units directly owned by Partners and beneficially owned by BAM and PVI LP), and such Units constitute approximately 19.9% and 20.6%, respectively, of the issued and outstanding Units. The Units deemed to be beneficially owned by BAM include 5,425,145 Units beneficially owned by BPGHG(US), 720,064 Units beneficially owned by BPY (2013), 75,000 Units beneficially owned by BG PAL, 44,218,276 Units beneficially owned by BUSHI, 22,713,516 Units beneficially owned by BPGH Sub and 13,947,737 Units owned by Sub LP.

BAM also holds, through Brookfield Property Group LLC, 3,036,315 shares of Brookfield Property REIT Inc. (“BPYU”) Class A Stock. Holders of BPYU Class A Stock have the right to exchange each share of BPYU Class A Stock for one Unit, or the cash equivalent of one Unit, at the election of BPY. The BPYU Class A Stock owned by Brookfield Property Group LLC represent approximately 0.7% of the Units assuming that all of the shares of BPYU Class A Stock held by Brookfield Property Group LLC were exchanged for Units in accordance with the terms of the BPYU certificate of incorporation.

In addition, BAM holds, through BPY I L.P., BPY II L.P., BPGHG(US), BPGH Sub, BPG Holdings I L.P., BPG Holdings II L.P., BPG Holdings III L.P., BPG Holdings IV L.P., BPG Holdings Alberta L.P., BPG Investment Holdings L.P., BPG Finance Investor L.P., BPGUSH L.P. (Ontario), BUSHI and Sub LP, an aggregate of 432,649,105 redemption-exchange units of Property LP. Such redemption-exchange units held indirectly by BAM represent 100% of the redemption-exchange units of Property LP and approximately 49.7% of the Units assuming that all of the redemption-exchange units of Property LP were exchanged for Units pursuant to the redemption-exchange mechanism.

Assuming that (i) all of the redemption-exchange units of Property LP were exchanged for Units pursuant to the redemption-exchange mechanism, and (ii) all of the shares of BPYU Class A Stock held by Brookfield Property Group LLC were exchanged for Units in accordance with the terms of the BPYU certificate of incorporation, as of


the date hereof, BAM may be deemed to be the beneficial owner of 522,785,158 Units and Partners may be deemed to be the beneficial owner of 526,425,056 Units, and such Units would constitute approximately 59.9% and 60.3%, respectively, of the issued and outstanding Units.

PVI LP may be deemed to have the sole power to vote or direct the Units beneficially owned by it. The Units deemed to be beneficially owned by Partners include the Units directly held by Partners and Units deemed to be beneficially owned by BAM and PVI LP. Partners may be deemed to have shared power with BAM and PVI LP to vote or direct the vote of the Units beneficially owned by it or to dispose of such Units.

On May 13, 2020, BAM Voting Trust (the “Trust”) entered into an agreement with Partners to purchase all of BAM’s issued and outstanding Class B Limited Voting Shares (the “BAM Class B Shares”). Closing of this transaction is subject to customary consents and regulatory approvals being obtained, following which the BAM Class B Shares will be transferred from Partners Limited to the Trust. Upon completion of this transaction, Partners will cease to be deemed a beneficial owner of the Units beneficially owned by BAM.

6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 of this Schedule 13D is hereby amended to add the following:

BAM has provided the Equity Commitment to the Issuer in order to provide funding for the Issuer to complete, directly or indirectly, one or more repurchases of Units for an aggregate amount up to US$1 billion. The Equity Commitment can be drawn down by the Issuer until December 31, 2020. The Equity Commitment will be funded as to 50% from cash on hand and the remainder from managed accounts on behalf of certain of BAM’s institutional clients.

The Issuer will pay for Units purchased in the recently announced tender offer (the “Offer”) by the Issuer to purchase up to 74,166,670 Units for US$12.00 per Unit (the “Purchase Price”) by drawing on the Equity Commitment from BAM. In accordance with the Equity Commitment, following a draw down notice from the Issuer’s general partner to BAM and satisfaction of customary closing conditions, BAM and/or one or more of its affiliates will be issued the same number of Units and/or redemption-exchange units of Property LP (“REUs”) as are acquired, directly or indirectly, at a purchase price per Unit or REU, as applicable, equal to the Purchase Price. Under applicable U.S. securities laws, BAM may be deemed to be a co-bidder with the Issuer with respect to the Offer.

7. Material to be filed as Exhibits.

Item 7 of this Schedule 13D is hereby amended to add the following exhibits:

 

Exhibit 12.

Equity Commitment Agreement, dated as of July 2, 2020, between Brookfield Asset Management Inc., Brookfield Property Partners L.P. and Brookfield Property L.P.


SIGNATURE

After reasonable inquiry and to the best of each undersigned’s knowledge and belief, the undersigned certifies as to itself that the information set forth in this statement is true, complete and correct.

Dated: July 6, 2020

 

BROOKFIELD ASSET MANAGEMENT INC.
By:   /s/ Jessica Diab
  Name:   Jessica Diab
  Title:   Vice President
PARTNERS LIMITED
By:   /s/ Brian Lawson
  Name:   Brian Lawson
  Title:   President
PARTNERS VALUE INVESTMENTS LP, by its general partner, PVI MANAGEMENT INC.
By:   /s/ Leslie Yuen
  Name:   Leslie Yuen
  Title:   Director of Finance
BROOKFIELD PROPERTY GROUP HOLDINGS SUB LP, by its general partner, BPG HOLDINGS GROUP (US) GP INC.
By:   /s/ Christopher Wong
  Name:   Christopher Wong
  Title:   Vice President
BPY I L.P., by its general partner, BPY GP INC.
By:   /s/ Christopher Wong
  Name:   Christopher Wong
  Title:   Vice President
BPG HOLDINGS GROUP (US) HOLDINGS INC.
By:   /s/ Christopher Wong
  Name:   Christopher Wong
  Title:   Vice President
BPG HOLDINGS I L.P., by its general partner, BPG HOLDINGS GROUP (US) GP INC.
By:   /s/ Christopher Wong
  Name:   Christopher Wong
  Title:   Vice President
BPG HOLDINGS II L.P., by its general partner, BPG HOLDINGS GROUP (US) GP INC.
By:   /s/ Christopher Wong
  Name:   Christopher Wong
  Title:   Vice President
BPG HOLDINGS III L.P., by its general partner, BPG HOLDINGS GROUP (US) GP INC.
By:   /s/ Christopher Wong
  Name:   Christopher Wong
  Title:   Vice President


BPG HOLDINGS IV L.P., by its general partner, BPG HOLDINGS GROUP (US) GP INC.
By:   /s/ Christopher Wong
  Name:   Christopher Wong
  Title:   Vice President
BPG HOLDINGS ALBERTA L.P., by its general partner, BPG HOLDINGS GROUP (US) GP INC.
By:   /s/ Christopher Wong
  Name:   Christopher Wong
  Title:   Vice President
BPG INVESTMENT HOLDINGS L.P., by its general partner, BPG HOLDINGS GROUP (US) GP INC.
By:   /s/ Christopher Wong
  Name:   Christopher Wong
  Title:   Vice President
BPG FINANCE INVESTOR L.P., by its general partner, BPG HOLDINGS GROUP (US) GP INC.
By:   /s/ Christopher Wong
  Name:   Christopher Wong
  Title:   Vice President
BPGUSH L.P. (ONTARIO), by its general partner, BPG HOLDINGS GROUP (US) GP INC.
By:   /s/ Christopher Wong
  Name:   Christopher Wong
  Title:   Vice President
BPY (2013) CORP.
By:   /s/ Christopher Wong
  Name:   Christopher Wong
  Title:   Vice President
BROOKFIELD GLOBAL PROPERTY ADVISOR LIMITED
By:   /s/ Philippa Elder
  Name:   Philippa Elder
  Title:   Director and Secretary
BPGH SUB INC.
By:   /s/ Christopher Wong
  Name:   Christopher Wong
  Title:   Vice President
BROOKFIELD US HOLDINGS INC.
By:   /s/ Katayoon Sarpash
  Name:   Katayoon Sarpash
  Title:   Vice President and Secretary


SCHEDULE I

BROOKFIELD ASSET MANAGEMENT INC.

 

Name and Position of
Officer or Director

  

Principal Business
Address

  

Principal Occupation or
Employment

  

Citizenship

M. Elyse Allan,

Director

   181 Bay Street, Suite 300
Toronto, ON M5J 2T3
   Corporate Director    U.S.A. and Canada

Justin Beber,

Managing Partner, Head of Corporate Strategy and Chief Legal Officer

   181 Bay Street, Suite 300
Toronto, ON M5J 2T3
   Managing Partner, Head of Corporate Strategy and Chief Legal Officer of BAM    Canada

Jeffrey M. Blidner,

Vice Chairman and Director

   181 Bay Street, Suite 300
Toronto, ON M5J 2T3
   Vice Chairman of BAM    Canada

Angela F. Braly,

Director

  

The Braly Group LLC
832 Alverna Drive, Indianapolis, Indiana

46260
U.S.A.

   President & Founder, The Braly Group, LLC    U.S.A.

Jack L. Cockwell,

Director

  

c/o 51 Yonge Street, Suite 400, Toronto,

Ontario
M5E 1J1, Canada

   Chairman of Brookfield Partners Foundation    Canada

Marcel R. Coutu,

Director

  

c/o Suite 1210, 225 — 6th Ave. S.W.,

Calgary, Alberta
T2P 1N2 Canada

   Corporate Director    Canada

Maureen Kempston Drakes,

Director

  

10 Avoca Avenue, Unit 1904, Toronto,

Ontario M4T 2B7, Canada

   Corporate Director of BAM and former President, Latin America, Africa and Middle East of General Motors Corporation    Canada

Murilo Ferreira,

Director

  

Rua General Venãncio Flores, 50 Cob 01,

Leblon Rio de Janeiro, RJ 22441-090

   Former CEO of Vale SA    Brazil

J. Bruce Flatt,

Director and Chief Executive Officer

  

One Canada Square, Level 25, Canary

Wharf, London, E14 5AA, United Kingdom

   Chief Executive Officer of BAM    Canada

Nicholas H. Goodman,

Chief Financial Officer

  

c/o 181 Bay Street, Suite 300, Brookfield

Place, Toronto, Ontario M5J 2T3, Canada

   Chief Financial Officer of BAM    United Kingdom

Brian W. Kingston,

Senior Managing Partner, Chief Executive Officer Real Estate

  

250 Vesey Street, 15th Floor, New York,

NY 10281- 1023 U.S.A.

   Managing Partner, Chief Executive Officer Real Estate    Canada

Brian D. Lawson,

Vice Chair

   181 Bay Street, Suite 300
Toronto, ON M5J 2T3
   Vice Chairman of BAM    Canada

Cyrus Madon,

Managing Partner, Chief Executive Officer Private Equity

   181 Bay Street, Suite 300
Toronto, ON M5J 2T3
   Managing Partner, Chief Executive Officer Private Equity    Canada

Howard S. Marks,

Director

  

333 S. Grand Avenue, 28th Floor, Los

Angeles, CA 90071, U.S.A.

   Deputy Chairman, Oaktree Capital Management Inc.    U.S.A.


Frank J. McKenna,

Director

  

TDCT Tower 161 Bay Street, 35th Floor,

Toronto, Ontario M5J 2T2, Canada

   Chair of BAM and Deputy Chair of TD Bank Group, Wholesale    Canada

Rafael Miranda,

Director

   C/Santiago de Compostela 100
28025 Madrid, Spain
   Corporate Director    Spain

Craig Noble,

Managing Partner, Chief Executive Officer Alternative Investments

  

181 Bay Street, Suite 300, Toronto, Ontario

M5J 2T3, Canada

   Managing Partner, Chief Executive Officer Alternative Investments    Canada
Lord Augustine Thomas O’Donnell, Director    Frontier Economics Limited
71 High Holborn
London, U.K. WC1V 6DA
   Chairman, Frontier Economics Limited    United Kingdom

Lori Pearson,

Managing Partner and Chief Operating Officer

  

181 Bay Street, Suite 300, Toronto, Ontario

M5J 2T3, Canada

   Managing Partner and Chief Operating Officer    Canada

Janice Fukakusa,

Director

  

181 Bay Street, Suite 300, Toronto, Ontario

M5J 2T3, Canada

   Corporate Director    Canada

Samuel J.B. Pollock,

Managing Partner, Chief Executive Officer Infrastructure

   181 Bay Street, Suite 300
Toronto, ON M5J 2T3
   Managing Partner, Chief Executive Officer Infrastructure    Canada

Ngee Huat Seek,

Director

  

501 Orchard Road, #08 — 01 Wheelock

Place, Singapore 238880

   Chairman, Global Logistic Properties    Singapore

Sachin Shah,

Managing Partner, Chief Executive Officer Renewable Power

   181 Bay Street, Suite 300
Toronto, Ontario, M5J 2T3, Canada
   Managing Partner, Chief Executive Officer Renewable Power    Canada

Diana L. Taylor,

Director

   c/o Bloomberg Philanthropies
25 East 78th Floor
New York, N.Y. 10075
   Corporate Director    U.S.A. and Canada
EX-12

Exhibit 12

EQUITY COMMITMENT

THIS AGREEMENT made as of the 2nd day of July, 2020.

B E T W E E N:

BROOKFIELD ASSET MANAGEMENT INC.

(“BAM”), a corporation existing under the laws of the Province of Ontario

- and -

BROOKFIELD PROPERTY PARTNERS L.P.

(“BPY”), a limited partnership existing under the laws of Bermuda

- and -

BROOKFIELD PROPERTY L.P.

(“Property Partnership”), a limited partnership existing under the laws of Bermuda

RECITALS:

 

A.

WHEREAS BAM will subscribe for, or cause one or more of its Affiliates (as defined below) to subscribe for, limited partnership interests of BPY or Property Partnership, on the terms and conditions set forth in this Equity Commitment and, as applicable, the Second Amended and Restated Agreement of Limited Partnership of BPY (as the same may be amended and/or restated from time to time, the “BPY Partnership Agreement”) or the Fourth Amended and Restated Agreement of Limited Partnership of Property Partnership (as the same may be amended and/or restated from time to time, the “Property Partnership Agreement”); and

 

B.

WHEREAS BPY and Property Partnership intend to call on BAM’s Commitment, from time to time, in order to fund Investments (as defined below);


NOW THEREFORE in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties hereto agree as follows:

 

1.

Interpretation

 

  1.1

Definitions. In this Equity Commitment, the following terms shall have the following meanings:

 

  1.1.1

Affiliate” means, with respect to a Person, any other Person that, directly or indirectly, through one or more intermediaries, Controls or is Controlled by such Person, or is under common Control of a third Person;

 

  1.1.2

BAM” has the meaning assigned thereto in the preamble;

 

  1.1.3

BAM Group” means, collectively, each of BAM and its Affiliates, other than any member of the BPY Group;

 

  1.1.4

BPY” has the meaning assigned thereto in the preamble;

 

  1.1.5

BPY Group” means BPY, Property Partnership, the Holding Entities and any other direct or indirect Subsidiary of a Holding Entity;

 

  1.1.6

BPY Partnership Agreement” has the meaning assigned thereto in the recitals;

 

  1.1.7

BPY Unit” means a Unit, as such term is defined in the BPY Partnership Agreement;

 

  1.1.8

Business Day” means any day, other than a Saturday, a Sunday or any legal holiday recognized as such by the government of any of Bermuda or the Province of Ontario;

 

  1.1.9

Commitment” has the meaning assigned thereto in Section 2.1;

 

- 2 -


  1.1.10

Commitment Period” means the period commencing on the Effective Date and ending on the earlier to occur of (X) performance of all of the funding obligations of BAM set out herein, and (Y) the date that is six calendar months from the date hereof, provided that no Draw Down Notice may be made after the date that is six calendar months from the date hereof;

 

  1.1.11

Control” means the control of one Person of another Person in accordance with the following: a Person (“A”) controls another Person (“B”) where A has the power to determine the management and policies of B by contract or status (for example the status of A being the general partner of B) or by virtue of beneficial ownership of a majority of the voting interests in B; and for certainty and without limitation, if A owns shares to which more than 50% of the votes permitted to be cast in the election of directors to the Governing Body of B or A is the general partner of B, a limited partnership, then in each case A Controls B for this purpose;

 

  1.1.12

Draw-Down Notice” means a notice to the general partner(s) of BAM of a draw-down on the Commitment;

 

  1.1.13

Effective Date” means the date hereof;

 

  1.1.14

Equity Commitment” means this equity commitment agreement as it may be amended or restated from time to time;

 

  1.1.15

General Partner” means Brookfield Property Partners Limited, which is BPY’s general partner;

 

  1.1.16

Holding Entity” has the meaning assigned thereto in the BPY Partnership Agreement;

 

  1.1.17

Insolvency Event” means any institution of any proceeding or any action to authorize or commence any proceeding seeking to

 

- 3 -


  adjudicate the Partnership or General Partner a bankrupt or insolvent, or seeking liquidation, dissolution, winding up, reorganization, arrangement or protection of the Partnership or General Partner or any of their property or debt or the making of any proposal with respect to the Partnership or General Partner under any law relating to bankruptcy, insolvency, reorganization or compromise of debts or other similar laws or any reorganization, arrangement or compromise of debt under the laws of the Partnership’s or General Partner’s jurisdiction of formation;

 

  1.1.18

Investment” means (i) in respect of BPY, (A) a direct or indirect acquisition by BPY of BPY Units and, (ii) in respect of Property Partnership, a direct or indirect acquisition by Property Partnership of managing general partner units of Property Partnership held by BPY to fund an acquisition by BPY of BPY Units;

 

  1.1.19

Partnership” means BPY or Property Partnership, as applicable;

 

  1.1.20

Partnership Agreement” means the BPY Partnership Agreement or the Property Partnership Agreement, as applicable;

 

  1.1.21

Partnership Interests” means Partnership Interests (as such term is defined in the BPY Partnership Agreement) of BPY or Partnership Interests (as such term is defined in the Property Partnership Agreement) of Property Partnership, as applicable;

 

  1.1.22

Person” means any individual, partnership, limited partnership, joint venture, syndicate, sole proprietorship, company or corporation with or without share capital, unincorporated association, trust, trustee, executor, administrator or other legal personal representative, regulatory body or agency, government or governmental agency, authority or entity however designated or constituted;

 

- 4 -


  1.1.23

Property Partnership” has the meaning assigned thereto in the preamble;

 

  1.1.24

Property Partnership Agreement” has the meaning assigned thereto in the recitals;

 

  1.1.25

Redemption-Exchange Unit” has the meaning ascribed to such term in the Property Partnership Agreement;

 

  1.1.26

Subscriber(s)” means BAM or any other member(s) of the BAM Group that BAM causes to subscribe for Partnership Interests pursuant to this Equity Commitment and the Partnership Agreements;

 

  1.1.27

Subscription Payment” has the meaning assigned thereto in Section 2.2; and

 

  1.1.28

Subscription Payment Date” means a date specified in a Draw-Down Notice on which a Subscription Payment is to be made to the relevant Partnership.

 

  1.2

Headings. The inclusion of headings and a table of contents in this Equity Commitment are for convenience of reference only and will not affect the construction or interpretation hereof.

 

  1.3

Gender and Number. In this Equity Commitment, unless the context otherwise requires, words importing the singular include the plural and vice versa, words importing gender include all genders or the neuter, and words importing the neuter include all genders.

 

  1.4

Invalidity of Provisions. Each of the provisions contained in this Equity Commitment is distinct and severable and a declaration of invalidity or unenforceability of any such provision or part thereof by a court of competent jurisdiction will not affect the validity or enforceability of any other provision hereof. To the extent permitted by applicable law, the parties waive any provision

 

- 5 -


  of law which renders any provision of this Equity Commitment invalid or unenforceable in any respect. The parties will engage in good faith negotiations to replace any provision which is declared invalid or unenforceable with a valid and enforceable provision, the economic effect of which comes as close as possible to that of the invalid or unenforceable provision which it replaces.

 

  1.5

Currency. Except where otherwise expressly provided, all amounts in this Equity Commitment are stated and shall be paid in United States dollars. The General Partner shall call all Draw-Downs in U.S. dollars.

 

  1.6

Waiver, Amendment. Except as expressly provided in this Equity Commitment, no amendment or waiver of this Equity Commitment will be binding unless executed in writing by the party to be bound thereby. No waiver of any provision of this Equity Commitment will constitute a waiver of any other provision nor will any waiver of any provision of this Equity Commitment constitute a continuing waiver unless otherwise expressly provided.

 

  1.7

Governing Law. This Equity Commitment shall be governed by and construed in accordance with the laws of Ontario.

 

2.

The Commitment

 

  2.1

The aggregate commitment of BAM to subscribe for Partnership Interests, whether of BPY or Property Partnership, pursuant to this Equity Commitment is $1 billion (the “Commitment”), but in no event will the total number of Partnership Interests to be issued hereunder exceed 86 million.

 

  2.2

Subject to Sections 3 and 4, on each Subscription Payment Date, the Subscriber(s) shall pay to the relevant Partnership an amount of cash set out in a Draw-Down Notice (the “Subscription Payment”) in exchange for the issuance of Partnership Interests pursuant to Section 6.

 

  2.3

The amount of the Commitment shall be permanently reduced by the amount of any Subscription Payment made to either Partnership.

 

- 6 -


3.

Subscription Payments on Draw-Downs

 

  3.1

BAM shall cause one or more Subscribers (as determined by BAM) to make a Subscription Payment to the relevant Partnership following receipt of a Draw-Down Notice from the General Partner and in such amount as the General Partner shall specify in the Draw-Down Notice; provided that no Subscription Payment shall be in excess of the undrawn amount of the Commitment at the time the Subscription Payment is to be made.

 

  3.2

The General Partner shall give the Draw-Down Notice to BAM in the manner specified in Section 11 hereof. The Draw-Down Notice shall:

 

  3.2.1

specify (i) the place at which such Subscription Payment is to be made, including, if applicable, the account of the Partnership to which such Subscription Payment should be made, (ii) the amount of such Subscription Payment to be made, and (iii) the Subscription Payment Date and time at which such Subscription Payment is to be made, which shall not be earlier than 12:00 p.m., Bermuda time, generally on the second Business Day after the giving of the Draw-Down Notice; and

 

  3.2.2

confirm that each of BPY and the Property Partnership is able to pay its liabilities as they become due.

 

  3.3

If the General Partner deems it advisable, the General Partner may reduce the amount of or cancel any call for a Subscription Payment by giving notice to the general partner(s) of BAM in accordance with Section 11.

 

4.

Conditions Precedent

 

  4.1

BAM’s obligations pursuant to Section 3.1 are subject to compliance, as of the Subscription Payment Date, with each of the following conditions precedent which are for the sole and exclusive benefit of BAM and may be waived by BAM in its sole discretion:

 

- 7 -


  4.1.1

a Draw-Down Notice shall have been provided to BAM in accordance with Section 3.2; and

 

  4.1.2

a majority of the directors of the General Partner shall have authorized the issuance of the Partnership Interests pursuant to Section 6.

 

5.

Expiration of the Commitment Period

Upon the expiration of the Commitment Period, no Subscriber shall be required to make Subscription Payments and this Equity Commitment shall terminate and no longer be of any effect.

 

6.

Issuance of Partnership Interests

 

  6.1

Upon any Subscriber making a Subscription Payment to BPY, BPY shall issue to such Subscriber a number of BPY Units, equal to the cash amount of the Subscription Payment funded by such Subscriber divided by the per-BPY Unit price to be paid by BPY for the applicable BPY Units to be purchased by BPY pursuant to the applicable issuer bid offer made by BPY in respect thereof.

 

  6.2

Upon any Subscriber making a Subscription Payment to Property Partnership, Property Partnership shall issue to such Subscriber a number of Redemption-Exchange Units equal to the per-BPY Unit price to be paid by BPY for the applicable BPY Units to be purchased by BPY pursuant to the applicable issuer bid offer made by BPY in respect thereof.

 

7.

Representations and Warranties

 

  7.1

BAM hereby represents and warrants to each of BPY and Property Partnership that:

 

  7.1.1

it is validly organized and existing under the laws of the Province of Ontario;

 

- 8 -


  7.1.2

it has the power, capacity and authority to enter into this Equity Commitment and to perform its duties and obligations hereunder;

 

  7.1.3

it has taken all necessary action to authorize the execution, delivery and performance of this Equity Commitment;

 

  7.1.4

the execution and delivery of this Equity Commitment by it and the performance by it of its obligations hereunder do not and will not contravene, breach or result in any default under its articles, by-laws, constituent documents or other organizational documents;

 

  7.1.5

no authorization, consent or approval, or filing with or notice to any Person is required in connection with the execution, delivery or performance by it of this Equity Commitment; and this Equity Commitment constitutes a valid and legally binding obligation of it enforceable against it in accordance with its terms, subject to (i) applicable bankruptcy, insolvency, moratorium, fraudulent conveyance, reorganization and other laws of general application limiting the enforcement of creditors’ rights and remedies generally and (ii) general principles of equity, including standards of materiality, good faith, fair dealing and reasonableness, equitable defenses and limits as to the availability of equitable remedies, whether such principles are considered in a proceeding at law or in equity.

 

  7.2

The General Partner, in its capacity as the general partner of BPY, hereby represents and warrants to BAM that:

 

  7.2.1

each of BPY and the General Partner is validly organized and existing under the relevant laws governing its formation and existence;

 

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  7.2.2

the General Partner has the power, capacity and authority to enter into this Equity Commitment and to perform its duties and obligations hereunder on behalf of BPY;

 

  7.2.3

the General Partner has taken all necessary action to authorize the execution, delivery and performance of this Equity Commitment on behalf of BPY;

 

  7.2.4

the execution and delivery of this Equity Commitment by the General Partner on behalf of BPY and the performance by BPY of its obligations hereunder do not and will not contravene, breach or result in any default under the organizational documents of the General Partner or BPY, as applicable;

 

  7.2.5

no authorization, consent or approval, or filing with or notice to any Person is required in connection with the execution, delivery or performance by the General Partner on behalf of BPY of this Equity Commitment; and

 

  7.2.6

this Equity Commitment constitutes a valid and legally binding obligation of BPY enforceable against it in accordance with its terms, subject to: (i) applicable bankruptcy, insolvency, moratorium, fraudulent conveyance, reorganization and other laws of general application limiting the enforcement of creditors’ rights and remedies generally; and (ii) general principles of equity, including standards of materiality, good faith, fair dealing and reasonableness, equitable defenses and limits as to the availability of equitable remedies, whether such principles are considered in a proceeding at law or in equity.

 

  7.3

The General Partner, in its capacity as the general partner of BPY, the general partner of Property Partnership, hereby represents and warrants to BAM that:

 

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  7.3.1

Property Partnership is validly organized and existing under the relevant laws governing its formation and existence;

 

  7.3.2

the General Partner has the power, capacity and authority to enter into this Equity Commitment and to perform its duties and obligations hereunder on behalf of Property Partnership;

 

  7.3.3

the General Partner has taken all necessary action to authorize the execution, delivery and performance of this Equity Commitment on behalf of Property Partnership;

 

  7.3.4

the execution and delivery of this Equity Commitment by the General Partner on behalf of Property Partnership and the performance by Property Partnership of its obligations hereunder do not and will not contravene, breach or result in any default under the organizational documents of the General Partner, or Property Partnership, as applicable;

 

  7.3.5

no authorization, consent or approval, or filing with or notice to any Person is required in connection with the execution, delivery or performance by the General Partner on behalf of Property Partnership of this Equity Commitment; and

 

  7.3.6

this Equity Commitment constitutes a valid and legally binding obligation of Property Partnership enforceable against it in accordance with its terms, subject to: (i) applicable bankruptcy, insolvency, moratorium, fraudulent conveyance, reorganization and other laws of general application limiting the enforcement of creditors’ rights and remedies generally; and (ii) general principles of equity, including standards of materiality, good faith, fair dealing and reasonableness, equitable defenses and limits as to the availability of equitable remedies, whether such principles are considered in a proceeding at law or in equity.

 

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8.

Limited Liability of Limited Partners of BPY and Property Partnership

The parties acknowledge that each of BPY and Property Partnership is a limited partnership formed under the laws of Bermuda, a limited partner of which is liable for any liabilities or losses of the relevant partnership only to the extent of the amount that such limited partner has contributed, or agreed to contribute, to the capital of the relevant partnership and such limited partner’s pro rata share of any undistributed income. The parties further acknowledge that the General Partner is the sole general partner of BPY, who is the sole general partner of Property Partnership.

 

9.

Further Assurances

Each of the parties hereto shall promptly do, make, execute or deliver, or cause to be done, made, executed or delivered, all such further acts, documents and things as the other party hereto may reasonably require from time to time for the purpose of giving effect to this Equity Commitment and shall use reasonable efforts and take all such steps as may be reasonably within its power to implement to their full extent the provisions of this Equity Commitment.

 

10.

Successors and Assigns

No party may assign its right or benefits under this Equity Commitment without the prior written consent of the other parties hereto provided that BAM may assign its rights and benefits under this Equity Commitment to one or more Affiliates without obtaining the prior written consent of the other parties, but provided that BAM will remain subject to the obligations under this Equity Commitment notwithstanding such assignment. This provisions of this Equity Commitment shall enure to the benefit of and be binding on the parties to this Equity Commitment and their respective successors and assigns.

 

11.

Notice

Any notice or other communication required or permitted to be given hereunder shall be in writing and shall be given by prepaid mail, by facsimile or other means of electronic communication or by delivery as hereafter provided. Any such notice or other communication, if

 

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mailed by prepaid mail at any time other than during a general discontinuance of postal service due to strike, lockout or otherwise, shall be deemed to have been received on the fourth Business Day after the post-marked date thereof, or if sent by facsimile or other means of electronic communication, shall be deemed to have been received on the Business Day following the sending, or if delivered by hand shall be deemed to have been received at the time it is delivered to the applicable address noted below either to the individual designated below or to an individual at such address having apparent authority to accept deliveries on behalf of the addressee. Notice of change of address shall also be governed by this section. In the event of a general discontinuance of postal service due to strike, lock-out or otherwise, notices or other communications shall be delivered by hand or sent by facsimile or other means of electronic communication and shall be deemed to have been received in accordance with this section. Notices and other communications shall be addressed as follows:

 

  (a)

if to BAM:

Brookfield Asset Management Inc.

Brookfield Place, Suite 300

181 Bay Street

Toronto, ON M5J 2T3

Fax No.:                416 365 9641

Attention:            Corporate Secretary

 

  (b)

if to BPY or the Property Partnership:

Brookfield Property Partners Limited

73 Front Street

Hamilton HM 12

Bermuda

Fax No.:                (441) 296 4475

Attention:            Secretary

 

12.

Counterparts

This Equity Commitment may be executed in several counterparts by facsimile or electronic PDF copy, and each of such counterparts shall constitute an original document and such counterparts, taken together, shall constitute one and the same instrument.

[NEXT PAGE IS THE SIGNATURE PAGE]

 

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IN WITNESS WHEREOF the parties hereto have executed this Equity Commitment as of the date first written above.

 

BROOKFIELD ASSET MANAGEMENT INC.
By:  

/s/ Jessica Diab

  Name:   Jessica Diab
  Title:   Vice President, Legal & Regulatory
BROOKFIELD PROPERTY PARTNERS L.P.
By:   BROOKFIELD PROPERTY PARTNERS LIMITED, its general partner
By:  

/s/ Jane Sheere

  Name:   Jane Sheere
  Title:   Secretary
BROOKFIELD PROPERTY L.P.
By:   BROOKFIELD PROPERTY PARTNERS L.P., its general partner
        By:     BROOKFIELD PROPERTY PARTNERS LIMITED, its general partner
 

By: /s/ Jane Sheere

 

      Name: Jane Sheere

        Title: Secretary