|
BROOKFIELD ASSET MANAGEMENT INC.**
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| |
BROOKFIELD PROPERTY PREFERRED L.P.**
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|
|
(Exact name of Registrant as specified in its charter)
Not Applicable
(Translation of Registrant’s name into English)
|
| |
(Exact name of Registrant as specified in its charter)
Not Applicable
(Translation of Registrant’s name into English)
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|
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Ontario, Canada
(State or other jurisdiction of incorporation or organization)
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| |
Bermuda
(State or other jurisdiction of incorporation or organization)
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6512
(Primary Standard Industrial Classification Code Numbers)
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| |
6500
(Primary Standard Industrial Classification Code Numbers)
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Not Applicable
(IRS Employer Identification Numbers)
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| |
Not Applicable
(IRS Employer Identification Numbers)
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|
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181 Bay Street, Suite 300
Toronto, Ontario M5J 2T3 (416) 363-9491 |
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73 Front Street, 5th Floor
Hamilton, HM 12, Bermuda +1 (441) 294-3309 |
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(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
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(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
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Brookfield Asset Management LLC
Brookfield Place 250 Vesey Street, 15th Floor New York, New York 10281 (212) 417-7000
(Name, address, including zip code, and telephone number, including area code, of agent for service of Brookfield Asset Management Inc.)
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| |
Brookfield Property Group LLC
Brookfield Place 250 Vesey Street, 15th Floor New York, New York 10281 (212) 417-7000
(Name, address, including zip code, and telephone number, including area code, of agent for service of Brookfield Property Preferred L.P.)
|
|
|
Mile T. Kurta
Torys LLP 1114 Avenue of the Americas, 23rd Fl. New York, New York 10036 (212) 880-6000 |
| |
Karrin Powys-Lybbe
Torys LLP 79 Wellington St. W. 30th Fl. Toronto, ON M5K 1N2 (416) 865-0400 |
| |
Mark Gerstein
Julian Kleindorfer Latham & Watkins LLP 885 Third Avenue New York, New York 10022 (212) 906-1200 |
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Sheldon Freeman
Michelle Vigod Goodmans LLP Bay Adelaide Centre — West Tower 333 Bay Street, Suite 3400 Toronto, ON M5H 2S7 (416) 979-2211 |
| |
Mark S. Opper
David H. Roberts Goodwin Procter LLP 100 Northern Avenue Boston, Massachusetts 02210 (617) 570-1000 |
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| | ||||||||||||||||
Title of each class of
securities to be registered |
| | |
Amount
to be registered |
| | |
Proposed
maximum Offering Price per share/unit |
| | |
Proposed
maximum aggregate offering price |
| | |
Amount of
registration fee |
|
Class A Limited Voting Shares of Brookfield Asset Management Inc.
|
| | |
60,961,660(1)(2)
|
| | |
N/A
|
| | |
(3)
|
| | |
(4)
|
|
Preferred Limited Partnership Units of Brookfield Property Preferred L.P..
|
| | |
40,000,000(1)(2)
|
| | |
N/A
|
| | |
(3)
|
| | |
(4)
|
|
Guarantees of Preferred Limited Partnership Units of Brookfield Property Preferred L.P. by Brookfield Property Partners L.P., Brookfield Property L.P., Brookfield BPY Holdings Inc., Brookfield BPY Retail Holdings II Inc., BPY Bermuda Holdings Limited, BPY Bermuda Holdings II Limited, BPY Bermuda Holdings IV Limited, BPY Bermuda Holdings V Limited, and BPY Bermuda Holdings VI Limited
|
| | |
—(2)
|
| | |
—
|
| | |
—
|
| | |
—(5)
|
|
Total
|
| | | | | | | | | | |
$2,931,269,179.50(3)(6)
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| | |
$319,801.47(4)(6)
|
|
| |
Exact Name of Co-Registrant as Specified in its Charter
|
| | |
State or Other
Jurisdiction of Incorporation or Organization |
| | |
IRS
Employer ID Number |
| | |
Address and
Telephone Number of Principal Executive Offices |
| | |
Name, Address and Telephone
Number of Agent for Service |
| |
| |
Brookfield Property Partners L.P.
|
| | |
Bermuda
|
| | |
N/A
|
| | |
73 Front Street, 5th Floor
Hamilton, HM 12, Bermuda +1 (441) 294-3309 |
| | |
Brookfield Property Group LLC
Brookfield Place 250 Vesey Street, 15th Floor New York, New York 10281 (212) 417-7000 |
| |
| | Brookfield Property L.P. | | | |
Bermuda
|
| | |
N/A
|
| | |
73 Front Street, 5th Floor
Hamilton, HM 12, Bermuda +1 (441) 294-3309 |
| | |
Brookfield Property Group LLC
Brookfield Place 250 Vesey Street, 15th Floor New York, New York 10281 (212) 417-7000 |
| |
| | Brookfield BPY Holdings Inc. | | | |
Ontario, Canada
|
| | |
N/A
|
| | |
181 Bay Street, Suite 300
Toronto, Ontario M5J 2T3 |
| | |
Brookfield Property Group LLC
Brookfield Place 250 Vesey Street, 15th Floor New York, New York 10281 (212) 417-7000 |
| |
| |
Brookfield BPY Retail
Holdings II Inc. |
| | |
Ontario, Canada
|
| | |
N/A
|
| | |
181 Bay Street, Suite 300
Toronto, Ontario M5J 2T3 |
| | |
Brookfield Property Group LLC
Brookfield Place 250 Vesey Street, 15th Floor New York, New York 10281 (212) 417-7000 |
| |
| | BPY Bermuda Holdings Limited | | | |
Bermuda
|
| | |
N/A
|
| | |
73 Front Street, 5th Floor
Hamilton, HM 12, Bermuda +1 (441) 294-3309 |
| | |
Brookfield Property Group LLC
Brookfield Place 250 Vesey Street, 15th Floor New York, New York 10281 (212) 417-7000 |
| |
| |
BPY Bermuda
Holdings II Limited |
| | |
Bermuda
|
| | |
N/A
|
| | |
73 Front Street, 5th Floor
Hamilton, HM 12, Bermuda +1 (441) 294-3309 |
| | |
Brookfield Property Group LLC
Brookfield Place 250 Vesey Street, 15th Floor New York, New York 10281 (212) 417-7000 |
| |
| | BPY Bermuda Holdings IV Limited | | | |
Bermuda
|
| | |
N/A
|
| | |
73 Front Street, 5th Floor
Hamilton, HM 12, Bermuda +1 (441) 294-3309 |
| | |
Brookfield Property Group LLC
Brookfield Place 250 Vesey Street, 15th Floor New York, New York 10281 (212) 417-7000 |
| |
| |
BPY Bermuda Holdings V Limited
|
| | |
Bermuda
|
| | |
N/A
|
| | |
73 Front Street, 5th Floor
Hamilton, HM 12, Bermuda +1 (441) 294-3309 |
| | |
Brookfield Property Group LLC
Brookfield Place 250 Vesey Street, 15th Floor New York, New York 10281 (212) 417-7000 |
| |
| |
BPY Bermuda Holdings VI
Limited |
| | |
Bermuda
|
| | |
N/A
|
| | |
73 Front Street, 5th Floor
Hamilton, HM 12, Bermuda +1 (441) 294-3309 |
| | |
Brookfield Property Group LLC
Brookfield Place 250 Vesey Street, 15th Floor New York, New York 1028 (212) 417-7000 |
| |
| | | | Your Vote is Important. Vote Today. | |
| | | |
Sincerely,
/s/ •
Omar Carneiro da Cunha
Director
/s/ •
Stephen DeNardo
Director
/s/ •
Louis Joseph Maroun
Director
/s/ •
Lars Rodert
Director |
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|
Brookfield Asset Management Inc.
Brookfield BPY Holdings Inc. Brookfield BPY Retail Holdings II Inc. 181 Bay Street, Suite 300 Toronto, Ontario M5J 2T3 Attention: Investor Relations Email: enquiries@brookfield.com Telephone: (416) 359-8647 |
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Brookfield Property Partners L.P.
Brookfield Property Preferred L.P. BPY Bermuda Holdings Limited BPY Bermuda Holdings II Limited BPY Bermuda Holdings IV Limited BPY Bermuda Holdings V Limited BPY Bermuda Holdings VI Limited 73 Front Street, 5th Floor Hamilton, Bermuda HM 12 Attention: Investor Relations Email: bpy.enquiries@brookfield.com Telephone: (855) 212-8243 |
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Page
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PROPOSED BUSINESS COMBINATION — YOUR VOTE IS VERY IMPORTANT | | | | | | | |
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| | | | A-1 | | | |
| | | | B-1 | | | |
| | | | C-1 | | | |
| | | | D-1 | | | |
| | | | E-1 | | | |
| | | | F-1 | | | |
| | | | G-1 | | | |
| | | | H-1 | | | |
| | | | I-1 | | | |
| | | | J-1 | | |
($ in MMs at Share)
|
| |
Year 1
|
| |
Year 2
|
| |
Year 3
|
| |
Year 4
|
| |
Year 5
|
| |||||||||||||||
Cash NOI
|
| | | $ | 1,237 | | | | | $ | 1,301 | | | | | $ | 1,330 | | | | | $ | 1,425 | | | | | $ | 1,488 | | |
Other Income and Fee Revenue
|
| | | | 366 | | | | | | 237 | | | | | | 230 | | | | | | 164 | | | | | | | | |
G&A Expense
|
| | | | (370) | | | | | | (381) | | | | | | (385) | | | | | | (398) | | | | | | | | |
Net Property (Acquisitions) / Disposals
|
| | | | 4,429 | | | | | | 2,757 | | | | | | 1,042 | | | | | | 1,212 | | | | |||||
Development Costs
|
| | | | (1,029) | | | | | | (600) | | | | | | (206) | | | | | | (52) | | | | |||||
Maintenance and Growth Capex, TIs, LCs
|
| | | | (496) | | | | | | (359) | | | | | | (297) | | | | | | (218) | | | | | | | | |
Change in Working Capital
|
| | | | (20) | | | | | | (75) | | | | | | 255 | | | | | | (51) | | | | | | | | |
Cash Taxes
|
| | | | (166) | | | | | | (104) | | | | | | (95) | | | | | | (54) | | | | | | | | |
Unlevered Free Cash Flow
|
| | | $ | 3,952 | | | | | $ | 2,776 | | | | | $ | 1,874 | | | | | $ | 2,027 | | | | | | | | |
($ in MMs at Share)
|
| |
Year 1
|
| |
Year 2
|
| |
Year 3
|
| |
Year 4
|
| |
Year 5
|
| |||||||||||||||
Cash NOI
|
| | | $ | 1,419 | | | | | $ | 1,436 | | | | | $ | 1,373 | | | | | $ | 1,377 | | | | | $ | 1,409 | | |
Other Income and Fee Revenue
|
| | | | 159 | | | | | | 150 | | | | | | 152 | | | | | | 153 | | | | | | | | |
G&A Expense
|
| | | | (311) | | | | | | (341) | | | | | | (363) | | | | | | (376) | | | | | | | | |
Net Property (Acquisitions) / Disposals
|
| | | | 2,149 | | | | | | 2,373 | | | | | | 592 | | | | | | 474 | | | | | | | | |
Development Costs
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | |
Maintenance and Growth Capex, TIs, LCs
|
| | | | (431) | | | | | | (417) | | | | | | (351) | | | | | | (343) | | | | | | | | |
Change in Working Capital
|
| | | | 66 | | | | | | 118 | | | | | | 27 | | | | | | 3 | | | | | | | | |
Cash Taxes
|
| | | | (14) | | | | | | (3) | | | | | | (3) | | | | | | (3) | | | | | | | | |
Unlevered Free Cash Flow
|
| | | $ | 3,038 | | | | | $ | 3,315 | | | | | $ | 1,427 | | | | | $ | 1,285 | | | | | | | | |
|
Implied Price Per BPY Unit Range
|
|
|
$12.91 – $19.64
|
|
| Core Office: | | | Core Retail: | |
|
•
Boston Properties, Inc.
•
Vornado Realty Trust
•
Douglas Emmett, Inc.
•
Kilroy Realty Corporation
•
SL Green Realty Corp.
•
JBG SMITH Properties
•
Hudson Pacific Properties, Inc.
•
Paramount Group, Inc.
•
Allied Properties REIT
•
Dream Office REIT
•
Derwent London Plc
•
Great Portland Estates Plc
•
CLS Holdings Plc
•
DEXUS
•
alstria office REIT-AG
|
| |
•
Simon Property Group, Inc.
•
The Macerich Company
|
|
| | |
BPY
|
| |
Select Core
Office Comparable Entities |
| |
Select Core
Retail Comparable Entities |
| |||||||||
As of March 26, 2021*
|
| | | | 15.7x | | | | | | 15.7x | | | | | | 8.8x | | |
As of December 31, 2020**
|
| | | | 11.9x | | | | | | 14.0x | | | | | | 6.8x | | |
1-Year Average
|
| | | | 10.7x | | | | | | 13.3x | | | | | | 5.7x | | |
3-Year Average
|
| | | | 11.7x | | | | | | 16.3x | | | | | | 9.9x | | |
5-Year Average
|
| | | | 13.3x | | | | | | 16.6x | | | | | | 12.2x | | |
| | |
Implied Price
Per BPY Unit Range |
|
Current NTM FFO
|
| |
$12.99 - $16.26
|
|
NTM FFO 3-Year Average
|
| |
$13.75 - $16.52
|
|
Security Name
|
| |
Coupon
|
| |
Liquidation
Preference |
| |
Market Price
(% of par) |
| |||||||||
BPY PF 6.5%
|
| | | | 6.500% | | | | | $ | 25.00 | | | | | | 99.80% | | |
BPY PFD 6.375%
|
| | | | 6.375% | | | | | $ | 25.00 | | | | | | 99.32% | | |
BPY PFD A SER 3
|
| | | | 5.750% | | | | | $ | 25.00 | | | | | | 93.20% | | |
Summary of NOI & FOI By Business Segment(2)
|
| ||||||||||||||||||||||||||||||||||||
Accrual NOI(1)
|
| |
2020A
|
| |
2021B
|
| |
2022B
|
| |
2023B
|
| |
2024B
|
| |
2025B
|
| ||||||||||||||||||
Core Office
|
| | | $ | 1,283 | | | | | $ | 1,340 | | | | | $ | 1,341 | | | | | $ | 1,380 | | | | | $ | 1,424 | | | | | $ | 1,416 | | |
Core Retail
|
| | | | 1,524 | | | | | | 1,417 | | | | | | 1,413 | | | | | | 1,356 | | | | | | 1,366 | | | | | | 1,422 | | |
LP Investments
|
| | | | 431 | | | | | | 579 | | | | | | 624 | | | | | | 418 | | | | | | 319 | | | | | | 179 | | |
Core Reinvestment
|
| | | | — | | | | | | — | | | | | | 126 | | | | | | 343 | | | | | | 517 | | | | | | 744 | | |
Total NOI
|
| | | $ | 3,238 | | | | | $ | 3,337 | | | | | $ | 3,504 | | | | | $ | 3,496 | | | | | $ | 3,627 | | | | | $ | 3,761 | | |
FFO(1)
& Corporate Items
|
| |
2020A
|
| |
2021B
|
| |
2022B
|
| |
2023B
|
| |
2024B
|
| |
2025B
|
| ||||||||||||||||||
Core Office FFO
|
| | | $ | 495 | | | | | $ | 671 | | | | | $ | 619 | | | | | $ | 636 | | | | | $ | 609 | | | | | $ | 748 | | |
Core Retail FFO
|
| | | | 521 | | | | | | 484 | | | | | | 560 | | | | | | 584 | | | | | | 610 | | | | | | 685 | | |
LP Investment FFO
|
| | | | 64 | | | | | | 223 | | | | | | 369 | | | | | | 285 | | | | | | 281 | | | | | | 242 | | |
Core Reinvestment FFO
|
| | | | — | | | | | | — | | | | | | 74 | | | | | | 204 | | | | | | 309 | | | | | | 447 | | |
Corporate G&A
|
| | | | (118) | | | | | | (193) | | | | | | (249) | | | | | | (280) | | | | | | (296) | | | | | | (304) | | |
Corporate Interest Expense
|
| | | | (255) | | | | | | (276) | | | | | | (265) | | | | | | (259) | | | | | | (253) | | | | | | (248) | | |
Total FFO
|
| | | $ | 707 | | | | | $ | 910 | | | | | $ | 1,107 | | | | | $ | 1,170 | | | | | $ | 1,261 | | | | | $ | 1,570 | | |
(in millions of US dollars)
|
| |
Three months
ended March 31, 2021 |
| |
Year Ended
December 31, 2020 |
| ||||||
Statement of Income Data | | | | | | | | | | | | | |
Revenue(1) | | | | | 1 | | | | | | 7 | | |
Revenue — from non-guarantor subsidiaries
|
| | | | 117 | | | | | | 478 | | |
Dividend income — from non-guarantor subsidiaries
|
| | | | 95 | | | | | | 473 | | |
Operating profit
|
| | | | 96 | | | | | | 580 | | |
Net income
|
| | | | 172 | | | | | | 451 | | |
| | |
March 31, 2021
|
| |
December 31, 2020
|
| ||||||
Balance Sheet Data | | | | | | | | | |||||
Current assets(1)
|
| | | | 128 | | | | | | 141 | | |
Current assets — due from non-guarantor subsidiaries
|
| | | | 8,874 | | | | | | 8,472 | | |
Long-term assets(1)
|
| | | | 88 | | | | | | 64 | | |
Long-term assets — due from non-guarantor subsidiaries
|
| | | | — | | | | | | 478 | | |
Current liabilities
|
| | | | 162 | | | | | | 257 | | |
Current liabilities — due to related parties
|
| | | | 1,741 | | | | | | 830 | | |
Current liabilities — due to non-guarantor subsidiaries
|
| | | | 6,754 | | | | | | 6,864 | | |
Long-term liabilities
|
| | | | 920 | | | | | | 1,572 | | |
Long-term liabilities — due to related parties
|
| | | | 33 | | | | | | 42 | | |
Preferred equity and capital securities
|
| | | | 2,386 | | | | | | 2,378 | | |
Non-controlling interests
|
| | | | 5 | | | | | | 5 | | |
Name
|
| |
BPY Units
|
| |
Percentage of Outstanding
BPY Units |
| ||||||
BAM and its affiliates
|
| | | | 136,662,808 | | | | | | 31.28% | | |
Directors and senior officers of the Purchaser Parties
|
| | | | 2,309,383 | | | | | | 0.53% | | |
Directors and senior officers of BPY and its subsidiaries
|
| | | | 388,944 | | | | | | 0.09% | | |
Total
|
| | | | 139,361,135 | | | | | | 31.90% | | |
| | | | | |
Price Range
|
| |||||||||||||||
Year
|
| |
Period
|
| |
High $
|
| |
Low $
|
| |
Volume
|
| |||||||||
2020 | | | January | | | | | 20.13 | | | | | | 17.98 | | | | | | 29,825,369 | | |
| | | February | | | | | 19.13 | | | | | | 15.78 | | | | | | 38,920,266 | | |
| | | March | | | | | 17.47 | | | | | | 7.11 | | | | | | 118,685,920 | | |
| | | April | | | | | 11.27 | | | | | | 7.10 | | | | | | 80,622,966 | | |
| | | May | | | | | 11.19 | | | | | | 8.02 | | | | | | 45,098,564 | | |
| | | June | | | | | 13.95 | | | | | | 9.65 | | | | | | 60,838,659 | | |
| | | July | | | | | 11.88 | | | | | | 9.95 | | | | | | 55,819,074 | | |
| | | August | | | | | 12.29 | | | | | | 11.11 | | | | | | 46,322,314 | | |
| | | September | | | | | 12.21 | | | | | | 10.40 | | | | | | 51,230,164 | | |
| | | October | | | | | 14.54 | | | | | | 12.07 | | | | | | 45,967,959 | | |
| | | November | | | | | 16.93 | | | | | | 13.82 | | | | | | 33,674,145 | | |
| | | December | | | | | 15.90 | | | | | | 14.38 | | | | | | 24,700,282 | | |
2021 | | | January | | | | | 17.63 | | | | | | 16.73 | | | | | | 144,822,253 | | |
| | | February | | | | | 18.07 | | | | | | 16.80 | | | | | | 57,160,224 | | |
| | | March | | | | | 18.27 | | | | | | 16.78 | | | | | | 45,493,739 | | |
| | | April | | | | | 18.05 | | | | | | 17.53 | | | | | | 83,766,834 | | |
| | | May | | | | | 18.69 | | | | | | 17.67 | | | | | | 53,730,603 | | |
| | |
June 1 to June 4
|
| | | | 18.88 | | | | | | 18.61 | | | | | | 11,889,623 | | |
| | |
Price Range
|
| |||||||||||||||
Period
|
| |
High $
|
| |
Low $
|
| |
Volume
|
| |||||||||
Q1 2019
|
| | | | 20.79 | | | | | | 15.89 | | | | | | 87,400,368 | | |
Q2 2019
|
| | | | 21.22 | | | | | | 18.12 | | | | | | 77,185,437 | | |
Q3 2019
|
| | | | 20.58 | | | | | | 18.26 | | | | | | 51,869,513 | | |
Q4 2019
|
| | | | 20.52 | | | | | | 17.99 | | | | | | 59,338,508 | | |
Q1 2020
|
| | | | 20.13 | | | | | | 7.11 | | | | | | 187,431,555 | | |
Q2 2020
|
| | | | 13.95 | | | | | | 7.10 | | | | | | 186,560,189 | | |
Q3 2020
|
| | | | 12.29 | | | | | | 9.95 | | | | | | 153,371,552 | | |
Q4 2020
|
| | | | 16.93 | | | | | | 12.07 | | | | | | 104,342,386 | | |
Q1 2021
|
| | | | 18.27 | | | | | | 16.73 | | | | | | 247,476,216 | | |
Q2 2021(through June 4)
|
| | | | 18.88 | | | | | | 17.53 | | | | | | 149,387,060 | | |
| | | | | |
Price Range
|
| |||||||||||||||
Year
|
| |
Period
|
| |
High C$
|
| |
Low C$
|
| |
Volume
|
| |||||||||
2020 | | | January | | | | | 26.38 | | | | | | 23.35 | | | | | | 31,105,824 | | |
| | | February | | | | | 25.43 | | | | | | 21.25 | | | | | | 18,749,289 | | |
| | | March | | | | | 23.40 | | | | | | 10.34 | | | | | | 52,623,606 | | |
| | | April | | | | | 15.74 | | | | | | 10.05 | | | | | | 43,541,821 | | |
| | | May | | | | | 15.39 | | | | | | 11.35 | | | | | | 31,965,187 | | |
| | | June | | | | | 18.65 | | | | | | 13.21 | | | | | | 38,906,120 | | |
| | | July | | | | | 16.08 | | | | | | 14.64 | | | | | | 25,363,038 | | |
| | | August | | | | | 16.29 | | | | | | 14.82 | | | | | | 19,691,324 | | |
| | | September | | | | | 16.25 | | | | | | 13.80 | | | | | | 29,005,758 | | |
| | | October | | | | | 19.17 | | | | | | 16.04 | | | | | | 27,407,389 | | |
| | | November | | | | | 22.10 | | | | | | 18.19 | | | | | | 22,272,655 | | |
| | | December | | | | | 20.27 | | | | | | 18.40 | | | | | | 14,453,949 | | |
2021 | | | January | | | | | 22.30 | | | | | | 21.11 | | | | | | 29,200,936 | | |
| | | February | | | | | 22.82 | | | | | | 21.46 | | | | | | 13,894,372 | | |
| | | March | | | | | 22.91 | | | | | | 21.29 | | | | | | 13,387,443 | | |
| | | April | | | | | 22.59 | | | | | | 22.00 | | | | | | 20,754,521 | | |
| | |
May
|
| | | | 22.72 | | | | | | 21.47 | | | | | | 12,690,462 | | |
| | |
June 1 to June 4
|
| | | | 22.78 | | | | | | 22.38 | | | | | | 2,187,209 | | |
| | |
Price Range
|
| |||||||||||||||
Period
|
| |
High C$
|
| |
Low C$
|
| |
Volume
|
| |||||||||
Q1 2019
|
| | | | 27.93 | | | | | | 21.66 | | | | | | 40,309,580 | | |
Q2 2019
|
| | | | 28.49 | | | | | | 24.50 | | | | | | 32,837,936 | | |
Q3 2019
|
| | | | 27.25 | | | | | | 24.26 | | | | | | 24,706,419 | | |
Q4 2019
|
| | | | 27.03 | | | | | | 23.60 | | | | | | 29,551,960 | | |
Q1 2020
|
| | | | 26.38 | | | | | | 10.34 | | | | | | 102,478,719 | | |
Q2 2020
|
| | | | 18.65 | | | | | | 10.05 | | | | | | 114,413,128 | | |
Q3 2020
|
| | | | 16.29 | | | | | | 13.80 | | | | | | 74,060,120 | | |
Q4 2020
|
| | | | 22.10 | | | | | | 16.04 | | | | | | 64,133,993 | | |
Q1 2021
|
| | | | 22.91 | | | | | | 21.11 | | | | | | 56,482,751 | | |
Q2 2021(through June 4)
|
| | | | 22.78 | | | | | | 21.47 | | | | | | 35,632,192 | | |
(US$ Millions)
|
| |
Actual, as at
March 31, 2021 |
| |
Pro forma, as at
March 31, 2021 |
| ||||||
Debt obligations
|
| | | $ | 53,240 | | | | | $ | 53,240 | | |
Capital securities
|
| | | | 3,031 | | | | | | 4,031 | | |
Equity | | | | | | | | | | | | | |
Non-controlling interests attributable to:
|
| | | | | | | | | | | | |
Redeemable/exchangeable and special limited partnership units
|
| | | | 12,242 | | | | | | 13,610 | | |
Limited partnership units of Brookfield Office Properties Exchange LP
|
| | | | 72 | | | | | | 38 | | |
FV LTIP units of the Property Partnership.
|
| | | | 51 | | | | | | 54 | | |
Class A shares of BPYU
|
| | | | 1,039 | | | | | | 81 | | |
Interests of others in operating subsidiaries and properties
|
| | | | 16,058 | | | | | | 18,326 | | |
Total non-controlling interests
|
| | | | 29,462 | | | | | | 32,109 | | |
Limited partners
|
| | | | 11,706 | | | | | | 8,059 | | |
General partner
|
| | | | 4 | | | | | | 4 | | |
Preferred equity
|
| | | | 699 | | | | | | 699 | | |
Total equity
|
| | | | 41,871 | | | | | | 40,871 | | |
Total capitalization
|
| | | $ | 98,142 | | | | | $ | 98,142 | | |
Dividends per Outstanding BPY Unit and BPY Preferred Unit
|
| |
2021 Q1
|
| |
2020
|
| |
2019
|
| |
2018
|
| ||||||||||||
BPY Units
|
| | | $ | 0.3325 | | | | | $ | 1.33 | | | | | $ | 1.32 | | | | | $ | 1.26 | | |
BPY Preferred Units, Series 1(1)
|
| | | $ | 0.39790625 | | | | | $ | 1.625 | | | | | $ | 1.259375 | | | | | | — | | |
BPY Preferred Units, Series 2(2)
|
| | | $ | 0.39844 | | | | | $ | 1.59375 | | | | | $ | 0.57995 | | | | | | — | | |
BPY Preferred Units, Series 3(3)
|
| | | $ | 0.35938 | | | | | $ | 1.24584 | | | | | | — | | | | | | — | | |
Date of
Transaction |
| |
Identity of Person
|
| |
Number of
Units |
| |
Price per
Unit |
| |
Nature of Transaction
|
| ||||||
04/07/21
|
| |
Holders of Unit Options
|
| | | | 244 | | | | | | 17.83 | | | |
Unit Options(1)
|
|
04/08/21
|
| |
Public holders of BPYU Shares
|
| | | | 12,000 | | | | | | 17.81 | | | |
BPYU Shares(2)
|
|
04/08/21
|
| |
Public holders of Exchange LP Units
|
| | | | 10,000 | | | | | | 17.77 | | | |
Exchange LP Units(3)
|
|
04/09/21
|
| |
Public holders of Exchange LP Units
|
| | | | 6,000 | | | | | | 17.84 | | | |
Exchange LP Units
|
|
04/12/21
|
| |
Public holders of BPYU Shares
|
| | | | 1,721 | | | | | | 17.94 | | | |
BPYU Shares
|
|
04/13/21
|
| |
Public holders of BPYU Shares
|
| | | | 15,657 | | | | | | 17.87 | | | |
BPYU Shares
|
|
04/14/21
|
| |
Public holders of BPYU Shares
|
| | | | 2,246 | | | | | | 17.83 | | | |
BPYU Shares
|
|
04/14/21
|
| |
Public holders of Exchange LP Units
|
| | | | 483 | | | | | | 17.79 | | | |
Exchange LP Units
|
|
04/15/21
|
| |
Public holders of BPYU Shares
|
| | | | 525 | | | | | | 17.96 | | | |
BPYU Shares
|
|
04/16/21
|
| |
Public holders of BPYU Shares
|
| | | | 15,000 | | | | | | 17.91 | | | |
BPYU Shares
|
|
04/16/21
|
| |
Public holders of BPYU Shares
|
| | | | 1,000 | | | | | | 17.91 | | | |
BPYU Shares
|
|
04/16/21
|
| |
Public holders of Exchange LP Units
|
| | | | 820 | | | | | | 17.90 | | | |
Exchange LP Units
|
|
04/19/21
|
| |
Public holders of BPYU Shares
|
| | | | 23,534 | | | | | | 17.94 | | | |
BPYU Shares
|
|
04/19/21
|
| |
Public holders of Exchange LP Units
|
| | | | 6,700 | | | | | | 17.97 | | | |
Exchange LP Units
|
|
04/21/21
|
| |
Public holders of BPYU Shares
|
| | | | 2,494 | | | | | | 17.83 | | | |
BPYU Shares
|
|
04/21/21
|
| |
Public holders of Exchange LP Units
|
| | | | 1,000 | | | | | | 17.76 | | | |
Exchange LP Units
|
|
04/22/21
|
| |
Public holders of Exchange LP Units
|
| | | | 5,020 | | | | | | 17.79 | | | |
Exchange LP Units
|
|
04/28/21
|
| |
Bryan K. Davis
|
| | | | 100,000 | | | | | | 17.90 | | | |
BPYU Shares
|
|
04/29/21
|
| |
Public holders of BPYU Shares
|
| | | | 3,000 | | | | | | 18.02 | | | |
BPYU Shares
|
|
04/30/21
|
| |
Public holders of BPYU Shares
|
| | | | 134,206 | | | | | | 17.99 | | | |
BPYU Shares
|
|
04/30/21
|
| |
Public holders of Exchange LP Units
|
| | | | 237 | | | | | | 17.99 | | | |
Exchange LP Units
|
|
05/04/21
|
| |
Public holders of BPYU Shares
|
| | | | 900 | | | | | | 17.88 | | | |
BPYU Shares
|
|
05/04/21
|
| |
Public holders of Exchange LP Units
|
| | | | 3,000 | | | | | | 17.86 | | | |
Exchange LP Units
|
|
05/05/21
|
| |
Public holders of BPYU Shares
|
| | | | 300 | | | | | | 17.81 | | | |
BPYU Shares
|
|
05/05/21
|
| |
Public holders of Exchange LP Units
|
| | | | 589 | | | | | | 17.80 | | | |
Exchange LP Units
|
|
05/07/21
|
| |
Public holders of BPYU Shares
|
| | | | 638 | | | | | | 18.00 | | | |
BPYU Shares
|
|
05/10/21
|
| |
Public holders of BPYU Shares
|
| | | | 49,774 | | | | | | 17.95 | | | |
BPYU Shares
|
|
05/10/21
|
| |
Public holders of Exchange LP Units
|
| | | | 203 | | | | | | 17.94 | | | |
Exchange LP Units
|
|
05/11/21
|
| |
Public holders of BPYU Shares
|
| | | | 45,842 | | | | | | 17.92 | | | |
BPYU Shares
|
|
05/12/21
|
| |
Public holders of BPYU Shares
|
| | | | 2,567 | | | | | | 17.71 | | | |
BPYU Shares
|
|
05/13/21
|
| |
Public holders of Exchange LP Units
|
| | | | 10,622 | | | | | | 17.85 | | | |
Exchange LP Units
|
|
05/14/21
|
| |
Public holders of Exchange LP Units
|
| | | | 284 | | | | | | 18.28 | | | |
Exchange LP Units
|
|
05/18/21
|
| |
Public holders of Exchange LP Units
|
| | | | 768 | | | | | | 18.39 | | | |
Exchange LP Units
|
|
05/20/21
|
| |
Public holders of Exchange LP Units
|
| | | | 600 | | | | | | 18.43 | | | |
Exchange LP Units
|
|
05/21/21
|
| |
Public holders of BPYU Shares
|
| | | | 503 | | | | | | 18.44 | | | |
BPYU Shares
|
|
05/21/21
|
| |
Public holders of BPYU Shares
|
| | | | 1,290 | | | | | | 18.44 | | | |
BPYU Shares
|
|
05/24/21
|
| |
Michelle Campbell
|
| | | | 2,030 | | | | | | 18.47 | | | |
Unit Options
|
|
05/25/21
|
| |
Public holders of Exchange LP Units
|
| | | | 157 | | | | | | 18.51 | | | |
Exchange LP Units
|
|
05/25/21
|
| |
Holders of Unit Options
|
| | | | 13,563 | | | | | | 18.51 | | | |
Unit Options
|
|
05/26/21
|
| |
Public holders of BPYU Shares
|
| | | | 13,494 | | | | | | 18.61 | | | |
BPYU Shares
|
|
05/26/21
|
| |
Public holders of Exchange LP Units
|
| | | | 200 | | | | | | 18.64 | | | |
Exchange LP Units
|
|
05/26/21
|
| |
Holders of Unit Options
|
| | | | 4,386 | | | | | | 18.61 | | | |
Unit Options
|
|
05/26/21
|
| |
Bryan K. Davis
|
| | | | 9,960 | | | | | | 18.49 | | | |
Unit Options
|
|
Date of
Transaction |
| |
Identity of Person
|
| |
Number of
Units |
| |
Price per
Unit |
| |
Nature of Transaction
|
| ||||||
05/27/21
|
| |
Public holders of BPYU Shares
|
| | | | 13,626 | | | | | | 18.73 | | | |
BPYU Shares
|
|
05/27/21
|
| |
Public holders of BPYU Shares
|
| | | | 19 | | | | | | 18.73 | | | |
BPYU Shares
|
|
05/27/21
|
| |
Public holders of BPYU Shares
|
| | | | 3,833 | | | | | | 18.73 | | | |
BPYU Shares
|
|
05/27/21
|
| |
Brett Fox
|
| | | | 1,327 | | | | | | 18.66 | | | |
Unit Options
|
|
05/28/21
|
| |
Public holders of BPYU Shares
|
| | | | 78,671 | | | | | | 18.79 | | | |
BPYU Shares
|
|
05/28/21
|
| |
Public holders of Exchange LP Units
|
| | | | 316 | | | | | | 18.77 | | | |
Exchange LP Units
|
|
05/28/21
|
| |
Holders of Unit Options
|
| | | | 28,476 | | | | | | 18.79 | | | |
Unit Options
|
|
05/31/21
|
| |
Public holders of Exchange LP Units
|
| | | | 500 | | | | | | 18.47 | | | |
Exchange LP Units
|
|
06/01/21
|
| |
Public holders of BPYU Shares
|
| | | | 105,840 | | | | | | 18.75 | | | |
BPYU Shares
|
|
06/01/21
|
| |
Public holders of Exchange LP Units
|
| | | | 69 | | | | | | 18.82 | | | |
Exchange LP Units
|
|
06/01/21
|
| |
Holders of Unit Options
|
| | | | 98 | | | | | | 18.75 | | | |
Unit Options
|
|
06/02/21
|
| |
Bryan K. Davis
|
| | | | 3,778 | | | | | | 18.75 | | | |
Unit Options
|
|
Period
|
| |
Amount of
Securities Purchases |
| |
Average Price
Paid per BPY Unit |
| |
Range of
Prices Paid per BPY Unit |
| |
Nature of
Transaction |
| ||||||
Q2 2019
|
| | | | 2,680,614 | | | | | $ | 19.46 | | | |
$18.37 to $20.98
|
| |
2018 NCIB
|
|
Q3 2019
|
| | | | 1,849,532 | | | | | $ | 19.16 | | | |
$18.58 to $19.98
|
| |
2018 NCIB and 2019 NCIB
|
|
Q4 2019
|
| | | | 3,740,558 | | | | | $ | 18.84 | | | |
$18.14 to $19.71
|
| |
2019 NCIB
|
|
Q1 2020
|
| | | | 7,752,911 | | | | | $ | 13.07 | | | |
$8.13 to $18.33
|
| |
2019 NCIB
|
|
Q2 2020
|
| | | | 2,641,196 | | | | | $ | 8.45 | | | |
$7.48 to $9.99
|
| |
2019 NCIB
|
|
Q3 2020
|
| | | | 45,448,984 | | | | | $ | 11.85 | | | |
$10.88 to $12.00
|
| |
2020 NCIB and 2020 SIB
|
|
Q4 2020
|
| | | | 20,222,827 | | | | | $ | 13.49 | | | |
$11.85 to $15.00
|
| |
2020 NCIB
|
|
Year
|
| |
Number of
BPY Units Distributed |
| |
Price Per
BPY Unit Distributed (US$) |
| |
Aggregate
Proceeds Received for Distribution (US$) |
| |||||||||
2016
|
| | | | 483,141 | | | | | | 22.93 | | | | | | 11,078,819.52 | | |
2017
|
| | | | 395,790 | | | | | | 22.87 | | | | | | 9,051,955.66 | | |
2018
|
| | | | 21,509,094(1) | | | | | | 18.99(2) | | | | | | 4,414,303.93(3) | | |
2019
|
| | | | 1,114,690 | | | | | | 19.60 | | | | | | 21,842,411.77 | | |
2020
|
| | | | 997,718 | | | | | | 11.08 | | | | | | 11,055,067.03 | | |
2021
|
| | | | 183,695 | | | | | | 18.19 | | | | | | 3,341,624.09 | | |
Year
|
| |
Number of
BPY Units Distributed |
| |||
2016
|
| | | | 1,015,714 | | |
2017
|
| | | | 284,760 | | |
2018
|
| | | | 62,720,907 | | |
2019
|
| | | | 37,955,595 | | |
2020
|
| | | | 11,749,179 | | |
2021
|
| | | | 729,260 | | |
Date
|
| |
Number of
BPY Units Distributed |
| |
Price Per
BPY Unit Distributed (US$) |
| |
Aggregate
Proceeds Received for Distribution (US$) |
| |
Purpose of
Transaction |
| |||||||||
September 2, 2020
|
| | | | 21,104,671 | | | | | | 12.00 | | | | | | 253,256,052 | | | |
2020 SIB Private Placement
to BAM and its affiliates |
|
September 30, 2020
|
| | | | 12,555,755 | | | | | | 11.36(1) | | | | | | 142,625,378 | | | |
2020 NCIB Private Placement to BAM and its affiliates
|
|
November 19, 2020
|
| | | | 2,290,731 | | | | | | 13.48(2) | | | | | | 30,873,525 | | | |
2020 NCIB Private Placement to BAM and its affiliates
|
|
November 20, 2020
|
| | | | 20,545,661 | | | | | | 13.48(2) | | | | | | 276,905,922 | | | |
2020 NCIB Private Placement to BAM and its affiliates
|
|
June 30, 2020
|
| | | | 271,686 | | | | | | 10.12 | | | | | | 2,749,462.32 | | | |
DRIP(3)
|
|
September 30, 2020
|
| | | | 304,767 | | | | | | 11.24 | | | | | | 3,425,581.08 | | | |
DRIP
|
|
December 31, 2020
|
| | | | 198,066 | | | | | | 14.82 | | | | | | 2,935,338.12 | | | |
DRIP
|
|
March 31, 2021
|
| | | | 122,824 | | | | | | 17.96 | | | | | | 2,749,462.32 | | | |
DRIP
|
|
May 31, 2020 to June 1, 2021
|
| | | | 4,824,738 | | | | | | 12.64(4) | | | | | | 61,006,437.88 | | | |
BPYU Shares(5)
|
|
May 31, 2020 to June 1, 2021
|
| | | | 224,939 | | | | | | 14.59(6) | | | | | | 3,281,184.90 | | | |
Exchange LP Units(7)
|
|
| | | | | |
Price Range(1)
|
| |||||||||||||||
Year
|
| |
Period
|
| |
High $
|
| |
Low $
|
| |
Volume
|
| |||||||||
2020 | | |
January
|
| | | | 42.06 | | | | | | 38.19 | | | | | | 35,813,612 | | |
| | |
February
|
| | | | 45.61 | | | | | | 38.11 | | | | | | 46,428,762 | | |
| | |
March
|
| | | | 42.34 | | | | | | 21.57 | | | | | | 133,194,227 | | |
| | |
April
|
| | | | 35.92 | | | | | | 27.25 | | | | | | 53,669,387 | | |
| | |
May
|
| | | | 33.91 | | | | | | 29.47 | | | | | | 48,006,385 | | |
| | |
June
|
| | | | 37.73 | | | | | | 31.42 | | | | | | 49,977,385 | | |
| | |
July
|
| | | | 35.13 | | | | | | 31.65 | | | | | | 34,872,959 | | |
| | |
August
|
| | | | 35.15 | | | | | | 31.31 | | | | | | 45,350,935 | | |
| | |
September
|
| | | | 34.92 | | | | | | 31.30 | | | | | | 39,672,197 | | |
| | |
October
|
| | | | 35.83 | | | | | | 29.09 | | | | | | 49,644,761 | | |
| | |
November
|
| | | | 43.14 | | | | | | 29.72 | | | | | | 70,656,481 | | |
| | |
December
|
| | | | 42.60 | | | | | | 38.83 | | | | | | 38,390,973 | | |
2021 | | |
January
|
| | | | 41.63 | | | | | | 37.92 | | | | | | 64,252,805 | | |
| | |
February
|
| | | | 44.24 | | | | | | 38.94 | | | | | | 52,867,467 | | |
| | |
March
|
| | | | 45.88 | | | | | | 40.30 | | | | | | 57,035,994 | | |
| | | April | | | | | 46.69 | | | | | | 43.96 | | | | | | 43,829,860 | | |
| | | May | | | | | 50.51 | | | | | | 44.67 | | | | | | 48,816,197 | | |
| | |
June 1 to June 4
|
| | | | 50.75 | | | | | | 49.33 | | | | | | 8,236,223 | | |
| | |
Price Range
|
| |||||||||||||||
Period
|
| |
High $
|
| |
Low $
|
| |
Volume
|
| |||||||||
Q1 2019
|
| | | | 31.32 | | | | | | 24.93 | | | | | | 123,669,875 | | |
Q2 2019
|
| | | | 32.49 | | | | | | 30.37 | | | | | | 133,397,323 | | |
Q3 2019
|
| | | | 36.31 | | | | | | 31.68 | | | | | | 154,282,492 | | |
Q4 2019
|
| | | | 39.27 | | | | | | 33.37 | | | | | | 136,135,993 | | |
Q1 2020
|
| | | | 45.61 | | | | | | 21.57 | | | | | | 215,436,624 | | |
Q2 2020(1) | | | | | 37.73 | | | | | | 27.25 | | | | | | 151,678,621 | | |
Q3 2020
|
| | | | 35.15 | | | | | | 31.30 | | | | | | 119,896,091 | | |
Q4 2020
|
| | | | 43.14 | | | | | | 29.09 | | | | | | 158,692,215 | | |
Q1 2021
|
| | | | 45.88 | | | | | | 37.92 | | | | | | 174,156,266 | | |
Q2 2021(through June 4)
|
| | | | 50.75 | | | | | | 43.96 | | | | | | 100,882,280 | | |
| | | | | |
Price Range
|
| |||||||||||||||
Year
|
| |
Period
|
| |
High C$
|
| |
Low C$
|
| |
Volume
|
| |||||||||
2020 | | |
January
|
| | | | 55.25 | | | | | | 49.60 | | | | | | 28,090,571 | | |
| | |
February
|
| | | | 60.40 | | | | | | 51.27 | | | | | | 46,947,833 | | |
| | |
March
|
| | | | 56.76 | | | | | | 31.35 | | | | | | 127,305,079 | | |
| | | April(1) | | | | | 50.14 | | | | | | 39.04 | | | | | | 42,979,392 | | |
| | |
May
|
| | | | 47.57 | | | | | | 40.93 | | | | | | 39,729,516 | | |
| | |
June
|
| | | | 50.40 | | | | | | 42.95 | | | | | | 52,720,486 | | |
| | |
July
|
| | | | 47.59 | | | | | | 42.71 | | | | | | 28,606,958 | | |
| | |
August
|
| | | | 46.27 | | | | | | 42.44 | | | | | | 36,397,778 | | |
| | |
September
|
| | | | 45.74 | | | | | | 42.00 | | | | | | 41,440,214 | | |
| | |
October
|
| | | | 47.39 | | | | | | 38.77 | | | | | | 39,789,908 | | |
| | |
November
|
| | | | 56.10 | | | | | | 39.38 | | | | | | 55,289,971 | | |
| | |
December
|
| | | | 54.43 | | | | | | 49.96 | | | | | | 43,677,651 | | |
2021 | | |
January
|
| | | | 52.81 | | | | | | 48.34 | | | | | | 36,910,904 | | |
| | |
February
|
| | | | 56.01 | | | | | | 49.95 | | | | | | 37,918,923 | | |
| | |
March
|
| | | | 57.72 | | | | | | 51.17 | | | | | | 50,279,630 | | |
| | |
April
|
| | | | 58.33 | | | | | | 55.21 | | | | | | 23,695,890 | | |
| | | May | | | | | 61.15 | | | | | | 54.27 | | | | | | 40,772,850 | | |
| | |
June 1 to June 4
|
| | | | 61.00 | | | | | | 59.73 | | | | | | 6,699,661 | | |
| | |
Price Range
|
| |||||||||||||||
Period
|
| |
High C$
|
| |
Low C$
|
| |
Volume
|
| |||||||||
Q1 2019
|
| | | | 41.91 | | | | | | 33.73 | | | | | | 110,836,904 | | |
Q2 2019
|
| | | | 43.37 | | | | | | 41.08 | | | | | | 95,388,720 | | |
Q3 2019
|
| | | | 48.19 | | | | | | 41.81 | | | | | | 101,745,959 | | |
Q4 2019
|
| | | | 52.41 | | | | | | 44.51 | | | | | | 90,628,272 | | |
Q1 2020
|
| | | | 60.48 | | | | | | 31.35 | | | | | | 202,343,489 | | |
Q2 2020(1) | | | | | 50.41 | | | | | | 39.04 | | | | | | 135,429,394 | | |
Q3 2020
|
| | | | 47.59 | | | | | | 42.00 | | | | | | 106,444,950 | | |
Q4 2020
|
| | | | 56.10 | | | | | | 38.77 | | | | | | 138,757,530 | | |
Q1 2021
|
| | | | 57.72 | | | | | | 48.34 | | | | | | 125,109,458 | | |
Q2 2021(through June 4)
|
| | | | 61.15 | | | | | | 54.27 | | | | | | 71,168,401 | | |
(US$ Millions)
|
| |
Actual, as at
March 31, 2021 |
| |
As adjusted to give
effect to the Notes Adjustment, as at March 31, 2021 |
| |
As adjusted to give
effect to the Notes Adjustment and the Transaction Adjustment, as at March 31, 2021 |
| |||||||||
Corporate borrowings
|
| | | $ | 9,102 | | | | | $ | 9,124 | | | | | $ | 9,124 | | |
Non-recourse borrowings of managed entities | | | | | | | | | | | | | | | | | | | |
Property-specific borrowings
|
| | | | 130,043 | | | | | | 130,043 | | | | | | 130,043 | | |
Subsidiary borrowings
|
| | | | 9,444 | | | | | | 9,444 | | | | | | 9,444 | | |
Accounts payable and other
|
| | | | 48,862 | | | | | | 48,862 | | | | | | 48,862 | | |
Liabilities associated with assets classified as held for sale
|
| | | | 2,728 | | | | | | 2,728 | | | | | | 2,728 | | |
Deferred income tax liabilities
|
| | | | 15,263 | | | | | | 15,263 | | | | | | 15,263 | | |
Subsidiary equity obligations
|
| | | | 3,647 | | | | | | 3,647 | | | | | | 4,147 | | |
Equity | | | | | | | | | | | | | | | | | | | |
Non-controlling interests.
|
| | | | 88,836 | | | | | | 88,836 | | | | | | 79,217 | | |
Preferred equity
|
| | | | 4,145 | | | | | | 4,145 | | | | | | 4,145 | | |
Common equity.
|
| | | | 32,953 | | | | | | 32,953 | | | | | | 38,804 | | |
Total capitalization
|
| | | $ | 345,023 | | | | | $ | 345,045 | | | | | $ | 341,777 | | |
Name and Residence
|
| |
Age
|
| |
Position with
Purchaser Sub |
| |
Principal Occupation
|
|
Brett Fox
New York City, U.S.A. |
| | 49 | | | Director and Managing Partner | | | Managing Partner, Real Estate, BAM | |
Kathy Sarpash
Toronto, Canada |
| | 42 | | | Director and Senior Vice President | | | Senior Vice President, Legal & Regulatory, BAM | |
Allen Yi
Toronto, Canada |
| | 44 | | | Director and Senior Vice President | | | Senior Vice President, Legal & Regulatory Real Estate, BAM | |
Michelle Campbell
New York City, U.S.A. |
| | 50 | | | Senior Vice President | | | Senior Vice President, Legal & Regulatory Real Estate, BAM | |
Valerie Tso
Toronto, Canada |
| | 33 | | | Vice President | | | Vice President, Legal & Regulatory, Real Estate, BAM | |
| |
Name
|
| | |
Relationship
with BPY or the Purchaser Parties |
| | |
# of BPY Units
Beneficially Owned(1) |
| | |
# of
Redemption- Exchange Units Beneficially Owned(1) |
| | |
# of Unit
Options Beneficially Owned(1) (2) |
| | |
Total # of
BPY Units Beneficially Owned(1) |
| | |
% of Outstanding
BPY Units Beneficially Owned(1)(3) |
| | |||||||||||||||
| |
BPO ETS Inc.
Head Office Address: Suite 300, Brookfield Place, 181 Bay Street, Toronto, Ontario, Canada M5J 2T3 |
| | |
Affiliate
|
| | | | | 45 | | | | | | | — | | | | | | | — | | | | | | | 45 | | | | | | | —(6) | | | |
| |
BAM(4)(5)
Head Office Address: Suite 300, Brookfield Place, 181 Bay Street, Toronto, Ontario, Canada M5J 2T3 |
| | |
Affiliate
|
| | | | | 136,662,808 | | | | | | | 451,365,017 | | | | | | | — | | | | | | | 588,027,780 | | | | | | | 66.20%(11) | | | |
| |
Brian W. Kingston(7)
|
| | |
Chief Executive
Officer of Brookfield Property Group and Managing Partner of BAM |
| | | | | 210,000(10) | | | | | | | — | | | | | | | — | | | | | | | 210,000 | | | | | | | 0.05% | | | |
| |
Bryan K. Davis(7)
|
| | |
Chief Financial
Officer of Brookfield Property Group |
| | | | | 221,237 | | | | | | | — | | | | | | | — | | | | | | | 221,237(12) | | | | | | | 0.05% | | | |
| | A. Douglas McGregor(7) | | | |
Director of the BPY General Partner
|
| | | | | 21,810 | | | | | | | — | | | | | | | — | | | | | | | 21,810 | | | | | | | —(6) | | | |
| |
Caroline Atkinson(7)
|
| | |
Director of the BPY General Partner
|
| | | | | 8,750 | | | | | | | — | | | | | | | — | | | | | | | 8,750 | | | | | | | —(6) | | | |
| |
Jeffrey M. Blidner(7)
|
| | |
Director of the BPY
General Partner; Director, Vice Chair, and Managing Partner of BAM |
| | | | | 50,316 | | | | | | | — | | | | | | | — | | | | | | | 50,316 | | | | | | | 0.01% | | | |
| |
Lars Rodert(7)
|
| | |
Director of the BPY General Partner
|
| | | | | 45,000 | | | | | | | — | | | | | | | — | | | | | | | 45,000 | | | | | | | 0.01% | | | |
| |
Name
|
| | |
Relationship
with BPY or the Purchaser Parties |
| | |
# of BPY Units
Beneficially Owned(1) |
| | |
# of
Redemption- Exchange Units Beneficially Owned(1) |
| | |
# of Unit
Options Beneficially Owned(1) (2) |
| | |
Total # of
BPY Units Beneficially Owned(1) |
| | |
% of Outstanding
BPY Units Beneficially Owned(1)(3) |
| | |||||||||||||||
| |
Louis J. Maroun(7)
|
| | |
Director of the BPY General Partner
|
| | | | | 50,000 | | | | | | | — | | | | | | | — | | | | | | | 50,000 | | | | | | | 0.01% | | | |
| | Omar Carneiro da Cunha(7) | | | |
Director of the BPY General Partner
|
| | | | | 17,630 | | | | | | | — | | | | | | | — | | | | | | | 17,630 | | | | | | | —(6) | | | |
| |
Michael J. Warren(7)
|
| | |
Director of the BPY General Partner
|
| | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | |
| |
Stephen DeNardo(7)
|
| | |
Director of the BPY General Partner
|
| | | | | 21,814 | | | | | | | — | | | | | | | — | | | | | | | 21,814(13) | | | | | | | —(6) | | | |
| |
Soon Young Chang(7)
|
| | |
Director of the BPY General Partner
|
| | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | |
| |
Justin B. Beber(7)
|
| | |
Managing Partner, Head of Corporate Strategy and Chief Legal Officer of BAM
|
| | | | | 15,900 | | | | | | | — | | | | | | | — | | | | | | | 15,900 | | | | | | | —(7) | | | |
| |
Jack L. Cockwell(7)
|
| | |
Director of BAM
|
| | | | | 564,085 | | | | | | | — | | | | | | | — | | | | | | | 1,002,168(8) | | | | | | | 0.23% | | | |
| |
Marcel R. Coutu(7)
|
| | |
Director of BAM
|
| | | | | 26,800 | | | | | | | — | | | | | | | — | | | | | | | 26,800 | | | | | | | 0.01% | | | |
| |
Bruce Flatt(7)
|
| | |
Chief Executive Officer,
Managing Partner and Director of BAM |
| | | | | 545,785 | | | | | | | — | | | | | | | — | | | | | | | 545,785(14) | | | | | | | 0.12% | | | |
| |
Brian D. Lawson(7)
|
| | |
Vice Chair of BAM and director of BAM Partners
|
| | | | | 107,234 | | | | | | | — | | | | | | | — | | | | | | | 107,234 | | | | | | | 0.02% | | | |
| | The Hon. Frank J. McKenna(7) | | | |
Director and Chair of BAM
|
| | | | | 10,000 | | | | | | | — | | | | | | | — | | | | | | | 10,000 | | | | | | | —(6) | | | |
| |
Lori Anne Pearson(7)
|
| | |
Managing Partner and
Chief Operating Officer of BAM |
| | | | | 7,850 | | | | | | | — | | | | | | | — | | | | | | | 7,850 | | | | | | | —(6) | | | |
| |
Diana L. Taylor(7)
|
| | |
Director of BAM
|
| | | | | 1,000 | | | | | | | — | | | | | | | — | | | | | | | 1,000 | | | | | | | —(6) | | | |
| |
Seek Ngee Huat(7)
|
| | |
Director of BAM
|
| | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | |
| |
Lord Augustine Thomas
O’Donnell(7) |
| | |
Director of BAM
|
| | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | |
| |
Rafael Miranda(7)
|
| | |
Director of BAM
|
| | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | |
| |
Howard S. Marks(7)
|
| | |
Director of BAM
|
| | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | |
| | Maureen Kempston Darkes(7) | | | |
Director of BAM
|
| | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | |
| |
Murilo Ferreira(7)
|
| | |
Director of BAM
|
| | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | |
| |
Angela F. Braly(7)
|
| | |
Director of BAM
|
| | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | |
| |
M. Elyse Allan(7)
|
| | |
Director of BAM
|
| | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | |
| |
Janice Fukakusa(7)
|
| | |
Director of BAM
|
| | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | |
| |
Hutham S. Olayan(7)
|
| | |
Director of BAM
|
| | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | |
| | Nicholas H. Goodman(7) | | | |
Managing Partner and
Chief Financial Officer of BAM |
| | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | |
| |
Name
|
| | |
Relationship
with BPY or the Purchaser Parties |
| | |
# of BPY Units
Beneficially Owned(1) |
| | |
# of
Redemption- Exchange Units Beneficially Owned(1) |
| | |
# of Unit
Options Beneficially Owned(1) (2) |
| | |
Total # of
BPY Units Beneficially Owned(1) |
| | |
% of Outstanding
BPY Units Beneficially Owned(1)(3) |
| | |||||||||||||||
| |
Cyrus Madon(7)
|
| | |
Chief Executive Officer — Private Equity and Managing Partner of BAM
|
| | | | | 96,893 | | | | | | | — | | | | | | | — | | | | | | | 96,893 | | | | | | | 0.02% | | | |
| |
Craig Noble(7)
|
| | |
Chief Executive Officer — Alternative Investments and Managing Partner of BAM
|
| | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | |
| |
Samuel J.B. Pollock(7)
|
| | |
Chief Executive
Officer — Infrastructure and Managing Partner of BAM |
| | | | | 669,829 | | | | | | | — | | | | | | | — | | | | | | | 669,829 | | | | | | | 0.15% | | | |
| |
Sachin G. Shah(7)
|
| | |
Chief Investment Officer and Managing Partner of BAM
|
| | | | | 958 | | | | | | | — | | | | | | | — | | | | | | | 2,048(9) | | | | | | | —(6) | | | |
| |
Connor D. Teskey
|
| | |
Chief Executive Officer — Renewable Power of BAM
|
| | | | | 1,125 | | | | | | | — | | | | | | | — | | | | | | | 1,125 | | | | | | | —(6) | | | |
| |
Michelle Campbell(7)
|
| | |
Senior Vice President of
Purchaser Sub |
| | | |
|
2,703(9)
|
| | | | |
|
—
|
| | | | |
|
—
|
| | | | |
|
2,703(15)
|
| | | | |
|
—(6)
|
| | |
| |
Brett Fox(7)
|
| | |
Director and Managing
Partner of Purchaser Sub |
| | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | |
| |
Kathy Sarpash(7)
|
| | |
Director and Senior Vice President of Purchaser Sub
|
| | | | | 1,300 | | | | | | | — | | | | | | | — | | | | | | | 1,300 | | | | | | | —(6) | | | |
| |
Valerie Tso(7)
|
| | |
Vice President of Purchaser Sub
|
| | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | |
| |
Allen Yi(7)
|
| | |
Director and Senior Vice President of Purchaser Sub
|
| | | |
|
308(9)
|
| | | | |
|
—
|
| | | | |
|
—
|
| | | | |
|
308
|
| | | | |
|
—(6)
|
| | |
Description
|
| |
Amount to be Paid
|
| |||
SEC filing fee
|
| | | $ | 680,500 | | |
Financial, legal, accounting, and other advisory fees
|
| | | $ | 27,188,000 | | |
Miscellaneous expenses
|
| | | $ | 27,111,000 | | |
Total
|
| | | $ | 54,979,500 | | |
Description
|
| |
Amount to be Paid
|
| |||
Financial, legal, accounting, and other advisory fees
|
| | | $ | 12,828,500 | | |
Printing and mailing costs
|
| | | $ | 2,500,000 | | |
Filing fees
|
| | | $ | 525,000 | | |
Miscellaneous expenses
|
| | | $ | 27,111,000 | | |
Total
|
| | | $ | 42,964,500 | | |
| DATED as of the • day of • , 2021. | | |
By order of the Board of Directors of Brookfield Property Partners Limited, as general partner and on behalf of Brookfield Property Partners L.P.
Jane Sheere (signed)
Jane Sheere
Secretary
|
|
| | | | | |
Page
|
| |||
| | | | B-5 | | | ||||
| | | | | | B-5 | | | ||
| | | | | | B-12 | | | ||
| | | | | | B-13 | | | ||
| | | | B-13 | | | ||||
| | | | | | B-13 | | | ||
| | | | | | B-13 | | | ||
| | | | | | B-13 | | | ||
| | | | | | B-14 | | | ||
| | | | | | B-15 | | | ||
| | | | | | B-16 | | | ||
| | | | | | B-16 | | | ||
| | | | | | B-16 | | | ||
| | | | | | B-16 | | | ||
| | | | | | B-17 | | | ||
| | | | | | B-17 | | | ||
| | | | B-17 | | | ||||
| | | | | | B-17 | | | ||
| | | | | | B-19 | | | ||
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THE HONOURABLE
MR JUSTICE HAINEY |
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)
)
)
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MONDAY, THE 7th
DAY OF JUNE 2021
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IN THE MATTER OF AN APPLICATION UNDER SECTION 182 OF THE BUSINESS CORPORATIONS ACT, R.S.O. 1990, C. B.16, AS AMENDED AND IN THE MATTER OF A PROPOSED PLAN OF ARRANGEMENT INVOLVING BPY ARRANGEMENT CORPORATION AND BROOKFIELD PROPERTY PARTNERS L.P.
BPY ARRANGEMENT CORPORATION AND BROOKFIELD PROPERTY PARTNERS L.P.
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Court File No. CV-21-00662190-00CL
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Applicants
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ONTARIO
SUPERIOR COURT OF JUSTICE
COMMERCIAL LIST
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Proceeding commenced at TORONTO
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INTERIM ORDER
(June 7, 2021)
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Torys LLP
79 Wellington St. W., 30th Floor
Box 270, TD South Tower
Toronto, ON M5K 1N2
Andrew Gray (LSO #: 46626V)
Tel: 416-865-7630
agray@torys.com
Alexandra Shelley (LSO #: 68903F)
Tel: 416.865.8161
ashelley@torys.com
Lawyers for the Applicants,
BPY Arrangement Corporation and
Brookfield Property Partners L.P.
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BPY ARRANGEMENT CORPORATION AND BROOKFIELD PROPERTY PARTNERS L.P.
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Applicants
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| Date | | | May 31, 2021 | | | Issued by | | | Christina Irwin | | |
Digitally signed by Christina Irwin
DN: cn=Christina Irwin, o=Superior Court of Justice, ou=Client Services Representative/ Registrar, email=christina.irwin@ontario.ca, c=CA Date: 2021.05.31 14:17:03 -04’00’ |
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Local Registrar
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Address of
court office: |
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Superior Court of Justice
330 University Avenue, 9th Floor Toronto ON M5G 1R7 |
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| TO | | | THE SECURITYHOLDERS OF BPY ARRANGEMENT CORPORATION AND BROOKFIELD PROPERTY PARTNERS L.P. | |
| AND TO: | | |
Goodmans LLP
333 Bay St #3400 Toronto, Ontario Canada M5H 2S7
Counsel to the Special Committee of
Brookfield Property Partners LLP Attn: Tom Friedland |
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May 31, 2021
(Date of issue) |
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Torys LLP 79 Wellington St. W., 30th Floor Box 270, TD South Tower Toronto, ON M5K 1N2 Fax: 416.865.7380 |
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Andrew Gray (LSO#46626V)
Tel: 416.865.7630 agray@torys.com |
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Lawyers for the Applicants,
BPY Arrangement Corporation and Brookfield Property Partners L.P |
|
|
IN THE MATTER OF AN APPLICATION UNDER SECTION 182 OF THE BUSINESS CORPORATIONS ACT, R.S.O. 1990 c. B. 16, AS AMENDED AND IN THE MATTER OF A PROPOSED PLAN OF ARRANGEMENT INVOLVING BPY ARRANGEMENT CORPORATION AND BROOKFIELD PROPERTY PARTNERS L.P.
BPY ARRANGEMENT CORPORATION AND BROOKFIELD PROPERTY PARTNERS L.P.
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Court File No. CV-21-00663190-00CL
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Applicants
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ONTARIO SUPERIOR COURT OF JUSTICE COMMERCIAL LIST |
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Proceeding commenced at TORONTO
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NOTICE OF APPLICATION |
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TORYS LLP
79 Wellington St. West, 30th Floor Box 270, TD South Tower Toronto, ON M5K 1N2 Fax: 416.865.7380
Andrew Gray (LSO #: 46626V)
Tel: 416.865.7630 agray@torys.com
Lawyers for the Applicants
BPY Arrangement Corporation and Brookfield Property Partners L.P. |
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($ in MMs at Share)
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Year 1
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Year 2
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Year 3
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Year 4
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Year 5
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Cash NOI
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| | | $ | 1,237 | | | | | $ | 1,301 | | | | | $ | 1,330 | | | | | $ | 1,425 | | | | | $ | 1,488 | | |
Other Income and Fee Revenue
|
| | | | 366 | | | | | | 237 | | | | | | 230 | | | | | | 164 | | | | | | | | |
G&A Expense
|
| | | | (370) | | | | | | (381) | | | | | | (385) | | | | | | (398) | | | | | | | | |
Net Property (Acquisitions) / Disposals
|
| | | | 4,429 | | | | | | 2,757 | | | | | | 1,042 | | | | | | 1,212 | | | | |||||
Development Costs
|
| | | | (1,029) | | | | | | (600) | | | | | | (206) | | | | | | (52) | | | | |||||
Maintenance and Growth Capex, TIs, LCs
|
| | | | (496) | | | | | | (359) | | | | | | (297) | | | | | | (218) | | | | | | | | |
Change in Working Capital
|
| | | | (20) | | | | | | (75) | | | | | | 255 | | | | | | (51) | | | | | | | | |
Cash Taxes
|
| | | | (166) | | | | | | (104) | | | | | | (95) | | | | | | (54) | | | | | | | | |
Unlevered Free Cash Flow
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| | | $ | 3,952 | | | | | $ | 2,776 | | | | | $ | 1,874 | | | | | $ | 2,027 | | | | | | | | |
($ in MMs at Share)
|
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Year 1
|
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Year 2
|
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Year 3
|
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Year 4
|
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Year 5
|
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Cash NOI
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| | | $ | 1,419 | | | | | $ | 1,436 | | | | | $ | 1,373 | | | | | $ | 1,377 | | | | | $ | 1,409 | | |
Other Income and Fee Revenue
|
| | | | 159 | | | | | | 150 | | | | | | 152 | | | | | | 153 | | | | | | | | |
G&A Expense
|
| | | | (311) | | | | | | (341) | | | | | | (363) | | | | | | (376) | | | | | | | | |
Net Property (Acquisitions) / Disposals
|
| | | | 2,149 | | | | | | 2,373 | | | | | | 592 | | | | | | 474 | | | | | | | | |
Development Costs
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | |
Maintenance and Growth Capex, TIs, LCs
|
| | | | (431) | | | | | | (417) | | | | | | (351) | | | | | | (343) | | | | | | | | |
Change in Working Capital
|
| | | | 66 | | | | | | 118 | | | | | | 27 | | | | | | 3 | | | | | | | | |
Cash Taxes
|
| | | | (14) | | | | | | (3) | | | | | | (3) | | | | | | (3) | | | | | | | | |
Unlevered Free Cash Flow
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| | | $ | 3,038 | | | | | $ | 3,315 | | | | | $ | 1,427 | | | | | $ | 1,285 | | | | | | | | |
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Core Office:
•
Boston Properties, Inc.
•
Vornado Realty Trust
•
Douglas Emmett, Inc.
•
Kilroy Realty Corporation
•
SL Green Realty Corp.
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JBG SMITH Properties
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Hudson Pacific Properties, Inc.
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Paramount Group, Inc.
•
Allied Properties REIT
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Dream Office REIT
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Derwent London Plc
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Great Portland Estates Plc
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CLS Holdings Plc
•
DEXUS
•
alstria office REIT-AG
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Core Retail:
•
Simon Property Group, Inc.
•
The Macerich Company
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BPY
|
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Select Core
Office Comparable Entities |
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Select Core
Retail Comparable Entities |
| |||||||||
As of March 26, 2021*
|
| | | | 15.7x | | | | | | 15.7x | | | | | | 8.8x | | |
As of December 31, 2020**
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| | | | 11.9x | | | | | | 14.0x | | | | | | 6.8x | | |
1-Year Average
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| | | | 10.7x | | | | | | 13.3x | | | | | | 5.7x | | |
3-Year Average
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| | | | 11.7x | | | | | | 16.3x | | | | | | 9.9x | | |
5-Year Average
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| | | | 13.3x | | | | | | 16.6x | | | | | | 12.2x | | |
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Implied Price
Per BPY Unit Range |
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Current NTM FFO
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$12.99 - $16.26
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NTM FFO 3-Year Average
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$13.75 - $16.52
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Security Name
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Coupon
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Liquidation
Preference |
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Market Price
(% of par) |
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BPY PF 6.5%
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| | | | 6.500% | | | | | $ | 25.00 | | | | | | 99.80% | | | | | | | | |
BPY PFD 6.375%
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| | | | 6.375% | | | | | $ | 25.00 | | | | | | 99.32% | | | | | | | | |
BPY PFD A SER 3
|
| | | | 5.750% | | | | | $ | 25.00 | | | | | | 93.20% | | | | | | | | |
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Name, Country of Citizenship, Position
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Present Principal Occupation or Employment; Material Positions Held During the Past
Five Years; Certain Other Information |
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Caroline Atkinson
United States Director |
| | | Ms. Atkinson is a Senior Adviser to Rock Creek investment firm in Washington D.C. and a trustee of the International Institute of Strategic Studies in London. Ms. Atkinson is an Oxford-trained economist with more than two decades of experience working as a senior policymaker in international economics and finance and as an executive in technology. She has held senior positions at Google Inc. (“Google”), the U.S. government, The International Monetary Fund and The Bank of England. Most recently, Ms. Atkinson was the Head of Global Policy for Google. Prior to joining Google, Ms. Atkinson worked for President Barack Obama as the Deputy National Security Adviser for International Economics at the White House. She was the President’s personal representative to major international economic summits, including the G-7/8 and the G-20. She was also the Advisor to Treasury Secretaries, Robert Rubin and Lawrence Summers. She has advised leading U.S. companies on global business and economic issues. Ms. Atkinson is a Member of the Board Executive Committee for the Peterson Institute for International Economics, and a Member of Council on Foreign Relations and the Economic Club of New York. | | |
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Jeffrey M. Blidner
Canada Director |
| | | Mr. Blidner has served as a director of BAM since May 2013. Mr. Blidner is Vice Chair of BAM. Mr. Blidner is also Chair of the boards of directors of the general partners of Brookfield Business Partners L.P. and Brookfield Renewable Partners L.P. and a director of the board of directors of the general partner of Brookfield Infrastructure Partners L.P. He is also a director of the boards of directors of Brookfield Infrastructure Corporation and Brookfield Renewable Corporation. Before joining Brookfield in 2000, Mr. Blidner was a senior partner at a Canadian law firm. | | |
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Soon Young Chang
South Korea Director |
| | | Dr. Chang is a member of the board of directors of Dubai World. Dr. Chang serves as Senior Advisor to the Investment Corporation of Dubai, providing strategic counsel and lending his global perspective to the investment arm of the Dubai Government. Dr. Chang is the founder and chairman of Midas International Asset Management Company, an international asset management fund which manages over $5 billion. He is also a founding partner of | | |
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Name, Country of Citizenship, Position
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Present Principal Occupation or Employment; Material Positions Held During the Past
Five Years; Certain Other Information |
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| | | | | | Sentinel Advisor, a New York-based arbitrage fund. Dr. Chang has served as an advisor to a variety of financial institutions, including Korea National Pension Corporation, Hyundai International Merchant Bank and Templeton-Ssangyong Investment Trust Company. Dr. Chang received his Master’s and Doctoral degrees from the George Washington University in the United States and has authored many books and articles on the subject of financial engineering. | | |
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Omar Carneiro da Cunha
Brazil Director |
| | | Mr. Cunha is a Senior Partner with Dealmaker Ltd., a consultancy and M&A advisory firm, with a focus in telecommunications, information technology, oil & gas and retail, and has also been a Senior Partner of BOND Consultoria Empresarial e Participacoes since 1994. He was the Chairman of “Bob’s”, a Brazilian fast food company, from 1995 to 2008, a director of the Energisa Group since 1996, and a director of Grupo Libra from 2010 to 2019. In 2005, Mr. Cunha was the Deputy Chairman and Chief Executive Officer of VARIG Brazilian Airline. From 1995 to 1998, Mr. Cunha was the President of AT&T Brasil and a member of the Management Committee of AT&T International. Prior to that, Mr. Cunha worked for 27 years in Brazil and abroad for the Royal Dutch/Shell Group, and was President of Shell Brasil, Billiton Metals and Shell Quimica from 1991 to 1994. Mr. Cunha is currently a member of the board of the American Chamber of Commerce for Brazil. | | |
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Stephen DeNardo
United States Director |
| | | Mr. DeNardo is currently managing director and president and Chief Executive Officer of RiverOak Investment Corp., LLC and has held this position since 1999. From 1997 to 1999 he was Partner and Senior Vice President of ING Realty Partners, where he managed a $1 billion portfolio. Prior to his employment with ING Realty Partners, he was President of ARES Realty Capital from 1991 to 1997, where he managed a $5 billion portfolio of diversified debt and equity assets. Before joining ARES Realty Capital, he was a Partner at First Winthrop Corporation. Mr. DeNardo has held a license as a Certified Public Accountant since 1978 and is a Chartered Global Management Accountant. He also has a B.S. in Accounting from Fairleigh Dickinson University. | | |
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Louis Joseph Maroun
Canada Director |
| | | Mr. Maroun is the Founder and Chairman of Sigma Real Estate Advisors and Sigma Capital Corporation, which specializes in international real estate advisory services. Prior to this role, Mr. Maroun was the Executive Chairman of ING Real Estate Canada, and held executive positions in a number of real estate companies where he was responsible for overseeing operations, real estate transactions, asset and property management, as well as many other related functions. Mr. Maroun also is on the board of directors of Brookfield Renewable Partners L.P., and Summit Industrial Income REIT. Mr. Maroun graduated from the University of New Brunswick in 1972 with a Bachelor’s degree, followed by a series of post graduate studies and in January of 2007, after a long and successful career in investment real estate, Mr. Maroun was elected to the position of Fellow of the Royal Institute of Chartered Surveyors. | | |
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Name, Country of Citizenship, Position
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| | |
Present Principal Occupation or Employment; Material Positions Held During the Past
Five Years; Certain Other Information |
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Doug McGregor
Canada Director |
| | | Mr. McGregor was the Group Head, RBC Capital Markets and RBC Investor & Treasury Services, Chairman and Chief Executive Officer of RBC Capital Markets, and was a member of RBC’s Group Executive. As Chairman and Chief Executive Officer of RBC Capital Markets, Mr. McGregor had global oversight of the firm’s Corporate & Investment Banking and Global Markets activities conducted by its approximately 7,500 employees worldwide. He also directly led the investment bank’s real estate lending businesses. As Group Head of RBC Investor & Treasury Services, Mr. McGregor was responsible for this business’ custody, treasury and financing services for institutional clients globally. Mr. McGregor holds an Honours BA (Business) and an MBA from the University of Western Ontario. Mr. McGregor serves on the University Health Network’s Board of Trustees in Toronto and is a former Chairman of the Board of Directors of the Investment Industry Regulatory Organization of Canada. | | |
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Lars Rodert
Sweden Director |
| | | Mr. Rodert is the founder and Chief Executive Officer of ÖstVäst Capital Management (“OVCM”). Mr. Rodert has 30 years of experience in the global investment industry. Prior to OVCM, Mr. Rodert spent 11 years as a Global Investment Manager for IKEA Treasury. Before joining IKEA, Mr. Rodert was with SEB Asset Management for 10 years as Chief Investment Officer and responsible for SEB Global Funds. Prior to SEB, Mr. Rodert spent 10 years in North America with five years at Investment Bank Gordon Capital and five years as a partner with a private investment holding company, Robur et. Securitas. Mr. Rodert is a director of PCCW Limited, an information and communications technology company. Mr. Rodert holds a Master of Science Degree in Business and Economics from Stockholm University. | | |
| |
Michael J. Warren
United States Director |
| | | Mr. Warren is the Managing Director of Albright Stonebridge Group (“ASG”). Mr. Warren served as ASG’s Managing Principal from 2013 to 2017 and as Principal from 2009 to 2013. Prior to ASG, Mr. Warren served as the Chief Operating Officer and Chief Financial Officer of Stonebridge International from 2004 to 2009, where he managed operations, business development, finance, and personnel portfolios. Mr. Warren served in various capacities in the Obama Administration, including as senior advisor in the White House Presidential Personnel Office and as co-lead for the Treasury and Federal Reserve agency review teams of the Obama-Biden Presidential Transition. Mr. Warren serves on the board of trustees and the risk & audit committees at Commonfund, the board of directors of Walker & Dunlop, Inc. and the board of directors of MAXIMUS. He serves as a trustee of Yale University and is a member of the Yale Corporation Investment Committee. Mr. Warren formerly served as a trustee of the District of Columbia Retirement Board and as a member of the board of directors of the United States Overseas Private Investment Corporation. Mr. Warren received degrees from Yale University and Oxford University where he was a Rhodes Scholar. | | |
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Name, Country of Citizenship, Position
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| | |
Present Principal Occupation or Employment; Material Positions Held During the Past
Five Years; Certain Other Information |
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| |
Brian W. Kingston
Canada Chief Executive Officer of Brookfield Property Group |
| | | Mr. Kingston is a Managing Partner at BAM and Chief Executive Officer of Brookfield Property Group. Mr. Kingston joined Brookfield in 2001 and was named Chief Executive Officer of Brookfield Property Group in 2015. Prior to his current role, Mr. Kingston led Brookfield’s Australian business activities, holding the positions of Chief Executive Officer of Brookfield Office Properties Australia, Chief Executive Officer of Prime Infrastructure and Chief Financial Officer of Multiplex. | | |
| |
Bryan K. Davis
Canada Chief Financial Officer of Brookfield Property Group |
| | | Mr. Davis was named Chief Financial Officer of Brookfield Property Group in 2015. He is also a Managing Partner at BAM. Prior to that, he was Chief Financial Officer of Brookfield’s global office property company for eight years and spent five years in senior finance roles. Mr. Davis also held various senior finance positions including Chief Financial Officer of Trilon Financial Corporation, BAM’s financial services subsidiary. Prior to joining BAM in 1999, Mr. Davis was involved in providing restructuring and advisory services at Deloitte & Touche LLP. He is a Chartered Accountant and holds a Bachelor of Commerce degree from Queen’s University. | | |
| |
Name, Country of Citizenship, Position
|
| | |
Present Principal Occupation or Employment; Material Positions Held During the Past
Five Years; Certain Other Information |
| |
| |
M. Elyse Allan
Canada and the United States Director of BAM |
| | | Ms. Allan has served as a director of BAM since November 2015. Ms. Allan is the former President and Chief Executive Officer of General Electric Canada Company Inc., a digital industrial company, a position she held from 2004 until June 2018, and a former Vice-President of General Electric Co. She currently serves as vice-chair of the Ontario Health Agency, as a director of MaRS Discovery District, and as Chair of the Board of Advisors at the Tuck School of Business at Dartmouth College. Ms. Allan is a Fellow at the C.D. Howe Institute and serves on its National Advisory Board. She is a former Board member of the Conference Board of Canada and the Business Council of Canada. In 2014, Ms. Allan was appointed Member of the Order of Canada. | | |
| |
Jeffrey M. Blidner
Canada Director and Vice-Chair of BAM |
| | | Mr. Blidner has served as a director of BAM since May 2013. Mr. Blidner is Vice Chair of BAM. Mr. Blidner is also Chair of the boards of directors of the general partners of BPY, Brookfield Business Partners L.P. and Brookfield Renewable Partners L.P. and a director of the board of directors of the general partner of Brookfield Infrastructure Partners L.P. He is also a director of the boards of directors of Brookfield Infrastructure Corporation and Brookfield Renewable Corporation. Before joining Brookfield in 2000, Mr. Blidner was a senior partner at a Canadian law firm. | | |
| |
Angela F. Braly
United States Director of BAM |
| | | Ms. Braly has served as a director of BAM since May 2015. Ms. Braly is the former Chair of the Board, President and Chief Executive Officer of WellPoint, Inc. (“Wellpoint”), a health benefits company now known as Anthem, Inc. She was Chair of the Board of WellPoint from 2010 to 2012 and President and Chief Executive Officer and a Board member from 2007 to 2012. Prior to that, Ms. Braly served as Executive Vice President, General Counsel and Chief Public Affairs Officer of WellPoint and President and Chief Executive Officer of Blue Cross Blue Shield of Missouri. | | |
| |
Jack L. Cockwell
Canada Director of BAM and director of BAM Partners |
| | | Mr. Cockwell has served as a director of BAM since September 1979. Mr. Cockwell is Chair of Brookfield Partners Foundation, was one of the founders of Partners Limited in 1995, and has been associated with Brookfield in numerous capacities, including as Chief Executive Officer, since 1968. Mr. Cockwell is a Heritage Governor of the Royal Ontario Museum, Chair of the Ryerson University Real Estate Advisory Committee, and a member of its Board of Governors. He also served on the board of Clarios International L.P. (Brookfield affiliate) from June 2019 — April 2020. | | |
| |
Marcel R. Coutu
Canada Director of BAM |
| | | Mr. Coutu has served as a director of BAM since April 2006. Mr. Coutu is the past Chairman of Syncrude Canada Ltd., an integrated oil sands project, and a former President and Chief Executive Officer of Canadian Oil Sands Ltd., the largest investor in the Syncrude Joint Venture. In addition to various other public board memberships, Mr. Coutu is currently a director of the Calgary Exhibition & Stampede Board. | | |
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Name, Country of Citizenship, Position
|
| | |
Present Principal Occupation or Employment; Material Positions Held During the Past
Five Years; Certain Other Information |
| |
| |
Murilo Ferreira
Brazil Director of BAM |
| | | Mr. Ferreira has served as a director of BAM since June 2017. Mr. Ferreira is the former Chief Executive Officer of Vale S.A., a Brazilian multinational corporation engaged in metals and mining and the largest producer of iron ore and nickel in the world. Mr. Ferreira held this position from 2011 to 2017. Mr. Ferreira began his professional career at Vale in 1977 and was formerly the Chief Executive Officer of Vale Inco, Vale’s Canadian operations. | | |
| |
Bruce Flatt
Canada Director and Chief Executive Officer of BAM and director of BAM Partners |
| | | Mr. Flatt has served as a director of BAM since April 2001. Mr. Flatt is the Chief Executive Officer of BAM. Mr. Flatt joined Brookfield in 1990 and became Chief Executive Officer in 2002. Mr. Flatt has been on numerous public company boards over the past three decades and does not currently sit on any external corporate boards. | | |
| |
Janice Fukakusa
Canada Director of BAM |
| | | Janice Fukakusa has served as a director of BAM since June 2020. Ms. Fukakusa, is the former Chief Administrative Officer and Chief Financial Officer of Royal Bank of Canada (“RBC”), positions she held for approximately 10 years. She was appointed Chief Financial Officer in 2004 and then became Chief Administrative Officer and Chief Financial Officer in 2009. In addition to her roles as Chief Administrative Officer and Chief Financial Officer, Ms. Fukakusa served in various other senior positions during her over 30-year tenure with RBC, including within the retail and business banking, corporate banking and corporate finance functions. She currently serves as the Board Chair for The Princess Margaret Cancer Foundation, and Japanese Canadian Cultural Center Foundation, and is past founding Chair of Canadian Infrastructure Bank, a Crown Corporation. In addition, she is currently the Chancellor of Ryerson University. | | |
| |
Maureen Kempston Darkes
Canada Director |
| | | Ms. Kempston Darkes has served as a director of BAM since April 2008. Ms. Kempston Darkes is the retired Group Vice-President and President, Latin America, Africa and Middle East of General Motors. She was appointed to the Government of Canada’s Science, Technology & Innovation Council in 2013. In 2000, Ms. Kempston Darkes was appointed an Officer of the Order of Canada. | | |
| |
Brian D. Lawson
Canada Vice Chair of BAM and director of BAM Partners |
| | | Mr. Lawson has served as a director of BAM since June 2018 and is currently the Vice Chair of BAM. On behalf of Brookfield, Mr. Lawson serves as the Chair of the board of directors of TerraForm Power, Inc., a U.S.-based solar and wind power company. Mr. Lawson is a member of the Governing Council of the University of Toronto and Chair of the board of directors of the Community Food Centres Canada. Since joining Brookfield in 1988, Mr. Lawson held a number of senior management positions in the firm’s investment and finance operations including serving as Chief Financial Officer of BAM from 2002 to 2020. | | |
| |
Howard S. Marks
United States Director of BAM |
| | | Mr. Marks has served as a director of BAM since February 2020. Mr. Marks is the Co-Chairman of Oaktree Capital Group, a global alternative asset manager with a diversified mix of opportunistic, value-oriented, and risk-controlled investments across credit and other investment offerings. Since the formation of Oaktree in 1995, Mr. Marks has been responsible for ensuring the firm’s adherence to | | |
| |
Name, Country of Citizenship, Position
|
| | |
Present Principal Occupation or Employment; Material Positions Held During the Past
Five Years; Certain Other Information |
| |
| | | | | | its core investment philosophy; communicating closely with clients concerning products and strategies; and contributing his experience to big-picture decisions relating to investments and corporate direction. Mr. Marks also serves as Trustee and Chairman of the Investment Committee at the Metropolitan Museum of Art. He is a member of the Investment Committee of the Royal Drawing School and is a Professor of Practice at King’s Business School. He serves on the Shanghai International Financial Advisory Council and the Advisory Board of Duke Kunshan University. | | |
| |
The Hon. Frank J. McKenna
Canada Director and Chair of the Board of BAM |
| | | Mr. McKenna has served as a director of BAM since August 2006 and as Chair of its Board of Directors since August 2010. Mr. McKenna is also a Deputy Chair of TD Bank Group, a financial institution, a position he has held since 2006 and currently serves as Chair of the compensation committee for Canadian Natural Resources Limited’s Board of Directors. Mr. McKenna is a former Ambassador of Canada to the U.S.A. and was elected as Premier of the Province of New Brunswick from 1987 until 1997. | | |
| |
Rafael Miranda
Spain Director of BAM |
| | | Mr. Miranda has served as a director of BAM since June 2017. Mr. Miranda is the retired Chief Executive Officer of Endesa, S.A., the largest electric utility company in Spain, where he served as Managing Director and as Chief Executive Officer from 1987 to 1997 and 2009, respectively. Mr. Miranda is Honorary Chairman of Eurelectric, the European Electricity Association, and serves as the Chairman of the Board of Directors of Acerinox, S.A., a Spanish stainless steel manufacturing conglomerate. Mr. Miranda previously served on the Board of Directors of Brookfield Infrastructure Partners L.P. from 2013 to 2017. | | |
| |
Lord Augustine Thomas O’Donnell
United Kingdom Director of BAM |
| | | Lord Augustine Thomas O’Donnell has served as a director of BAM since May 2013. Lord Augustine Thomas O’Donnell is currently the Chairman of Frontier Economics Ltd., a microeconomics consultancy, and a senior advisor to Brookfield in Europe. He served as the Cabinet Secretary and head of the British Civil Service between 2005 and 2011. Prior to this, Lord Augustine Thomas O’Donnell served as the Permanent Secretary of the U.K. Treasury from 2002 to 2005 and Chair of Public Interest Board of PwC (UK) from 2015 to 2019. Lord Augustine Thomas O’Donnell became a member of the House of Lords in 2012. | | |
| |
Seek Ngee Huat
Singapore Director of BAM |
| | | Seek Ngee Huat has served as a director of BAM since November 2012. N.H. Seek was formerly President of GIC Real Estate Pte Ltd. and a Board member of GIC Pte Ltd. He was the Chairman of Global Logistic Properties Ltd. until its privatization in January 2018, and since September 2018 has served as Chairman of GLP IM Holdings Ltd. He is currently Chairman of the National University of Singapore Institute of Real Estate and Urban Studies and Practice Professor, a Senior Advisor to Frasers Property Ltd. and the Canada Pension Plan Investment Board and an Advisory Board Member of the Centre of Liveable Cities, Singapore. | | |
| |
Hutham S. Olayan
United States and Saudi Arabia Director of BAM |
| | | Ms. Olayan has served as a director of BAM since January 2021. Ms. Olayan is Chair of the Corporate Board of The Olayan Group, a private international investor that also has commercial operations in the Middle East. She has been a director of The Olayan Group since | | |
| |
Name, Country of Citizenship, Position
|
| | |
Present Principal Occupation or Employment; Material Positions Held During the Past
Five Years; Certain Other Information |
| |
| | | | | | 1981. As president and chief executive officer of Olayan America and its U.S. affiliates, she led the group’s investment activity in the Americas for more than 30 years, until her retirement from that role in January 2018. Ms. Olayan serves on the board of the Peter G. Peterson Institute for International Economics and the board of Memorial Sloan Kettering Cancer Center among other private and public memberships. Ms. Olayan is Trustee Emeritus of the American University of Beirut, as well as a member of AUB’s International Advisory Council. She is also a member of the Stanford University Global Advisory Council. | | |
| |
Diana L. Taylor
United States and Canada Director of BAM |
| | | Ms. Taylor has served as a director of BAM since May 2012. Ms. Taylor has worked in private equity with Wolfensohn & Co. and Solera Capital LLC. She previously served as the Superintendent of Banks for the State of New York, Deputy Secretary to the Governor of New York and Chief Financial Officer for the Long Island Power Authority. | | |
| |
Justin B. Beber,
Canada Managing Partner, Head of Corporate Strategy and Chief Legal Officer |
| | | Mr. Beber is a Managing Partner, Head of Corporate Strategy, and Chief Legal Officer for BAM. Mr. Beber also serves as Head of Strategic Initiatives for Brookfield’s Infrastructure Group with overall responsibility for corporate operations and transaction execution, as well as Chief Investment Officer for its water infrastructure business. Prior to joining Brookfield in 2007, Mr. Beber was a partner with a leading Toronto-based law firm, where his practice focused on corporate finance, mergers and acquisitions and private equity. Mr. Beber earned his combined MBA/LLB from the Schulich School of Business and Osgoode Hall Law School at York University in Canada and holds a Bachelor of Economics from McGill University. | | |
| |
Nicholas H. Goodman,
United Kingdom Managing Partner and Chief Financial Officer |
| | | Mr. Goodman is a Managing Partner and Chief Financial Officer of BAM, responsible for Brookfield’s global finance, treasury, risk management and technology functions. Mr. Goodman joined Brookfield in London in 2010 and has held several finance roles across the organization. Most recently he served as Treasurer of BAM and prior to that was Chief Financial Officer of Brookfield Renewable Partners L.P. Prior to joining Brookfield, Mr. Goodman worked for several large financial institutions in London and New York. Mr. Goodman holds a Bachelor of Arts (Hons) in Accounting and Finance from the University of Strathclyde in Glasgow, Scotland, and is a member of the Institute of Chartered Accountants of Scotland. | | |
| |
Brian W. Kingston,
Canada Managing Partner, Chief Executive Officer of Brookfield Property Group |
| | | Mr. Kingston is a Managing Partner at BAM and Chief Executive Officer of Brookfield Property Group. Mr. Kingston joined Brookfield in 2001 and was named Chief Executive Officer of Brookfield Property Group in 2015. Prior to his current role, Mr. Kingston led Brookfield’s Australian business activities, holding the positions of Chief Executive Officer of Brookfield Office Properties Australia, Chief Executive Officer of Prime Infrastructure and Chief Financial Officer of Multiplex. | | |
| |
Name, Country of Citizenship, Position
|
| | |
Present Principal Occupation or Employment; Material Positions Held During the Past
Five Years; Certain Other Information |
| |
| |
Cyrus Madon
Canada Managing Partner, Chief Executive Officer Private Equity of BAM |
| | | Mr. Madon is a Managing Partner, head of Brookfield’s Private Equity Group and Chief Executive Officer of Brookfield Business Partners L.P. In this role, he is responsible for the expansion of Brookfield’s private equity business. Mr. Madon joined Brookfield in 1998 and has held a number of senior roles across the organization, including head of Brookfield’s Corporate Lending business. Prior to Brookfield, Mr. Madon worked at PricewaterhouseCoopers in Corporate Finance and Recovery. He is a Chartered Professional Accountant and holds a Bachelor of Commerce degree from Queen’s University. He is also on the board of the C.D. Howe Institute. | | |
| |
Craig Noble
Canada Managing Partner, Chief Executive Officer Alternative Investments of BAM |
| | | Mr. Noble is a Managing Partner and Chief Executive Officer of Alternative Investments of BAM. In this role, Mr. Noble is responsible for Brookfield’s asset management business, including servicing and growing the client base and the expansion of Brookfield’s client offerings and strategies. Mr. Noble joined Brookfield in 2004 and has held a variety of senior roles, including Chief Executive Officer of Brookfield’s Public Securities business and various investment roles in the private and public markets. Prior to Brookfield, Mr. Noble spent five years with a financial institution, focused on credit analysis, corporate lending and corporate finance. Mr. Noble holds a Master of Business Administration degree from York University and a Bachelor of Commerce degree from Mount Allison University and holds the Chartered Financial Analyst designation. | | |
| |
Lori Pearson
Canada Managing Partner and Chief Operating Officer of BAM |
| | | Ms. Pearson is a Managing Partner and Chief Operating Officer for BAM. In this role, she is responsible for Brookfield’s asset management operations. Prior to joining Brookfield in 2003, Ms. Pearson was with one of the big-four accounting firms, initially in a client-facing role and subsequently as head of Human Resources for the company’s Canadian tax practice. Ms. Pearson is on the boards of the Brookfield Foundation and Pathways to Education in Canada. She also is a member of the United Way Women Gaining Ground, a group founded in 2007 to make a personal impact in the lives of women facing poverty. Ms. Pearson is a Chartered Accountant and has been named a Fellow by the Chartered Professional Accountants of Ontario, the profession’s highest mark of distinction, to recognize her career achievements, community involvement and the impact she has had on the accounting profession in Ontario. | | |
| |
Samuel J.B. Pollock
Canada Managing Partner, Chief Executive Officer Infrastructure of BAM |
| | | Mr. Pollock is a Managing Partner, head of Brookfield’s Infrastructure Group and Chief Executive Officer of Brookfield Infrastructure Partners L.P. In this role, he is responsible for the expansion of the infrastructure operating business. Since joining Brookfield in 1994, Mr. Pollock has held a number of senior positions across the organization, including leading Brookfield’s corporate investment group and its private equity business. Mr. Pollock holds a Bachelor of Commerce degree from Queen’s University in Kingston, Ontario, and is a Chartered Professional Accountant. | | |
| |
Name, Country of Citizenship, Position
|
| | |
Present Principal Occupation or Employment; Material Positions Held During the Past
Five Years; Certain Other Information |
| |
| |
Sachin G. Shah
Canada Chief Investment Officer of BAM |
| | | Mr. Shah is a Managing Partner and Chief Investment Officer of BAM. Mr. Shah has also served as a director of Brookfield Renewable Partners L.P. and Brookfield Renewable Corporation since February 2021. He is also the Vice Chair of Brookfield’s Renewable Power Group. Mr. Shah joined Brookfield in 2002 and most recently served as Chief Executive Officer of Brookfield Renewable Partners L.P. Mr. Shah earned a Bachelor of Commerce degree from the University of Toronto. He is a member of the Chartered Professional Accountants of Canada and a member of the board of the Ryerson University Brookfield Institute for Innovation and Entrepreneurship. | | |
| |
Connor D. Teskey
Canada Chief Executive Officer Renewable Power of BAM |
| | | Mr. Teskey is a Managing Partner, Head of BAM’s Renewable Power Group and Chief Executive Officer of Brookfield Renewable Partners L.P. Mr. Teskey is also Head of Europe for BAM, responsible for corporate operations and oversight across Brookfield’s business in the region. Prior to these roles, Mr. Teskey was Chief Investment Officer of the BAM Renewable Power business. He also held roles focused on investments, financing and restructuring for both Brookfield’s private equity funds and BAM. Before joining Brookfield in 2012, Mr. Teskey worked in corporate debt origination at a Canadian bank. Mr. Teskey earned a Bachelor of Business Administration degree from the University of Western Ontario | | |
| |
Brett Fox
United States Director and Managing Partner of Purchaser Sub |
| | | Brett Fox is a Managing Partner in BAM’s Real Estate Group, focusing on the execution of the group’s legal, governance and regulatory strategies. Mr. Fox joined Brookfield in 2002 and has held several senior roles across the organization focused on legal, corporate and administrative matters. Prior to joining Brookfield in 2002, Mr. Fox was an associate at the law firm Cahill Gordon & Reindel LLP. Mr. Fox earned a Juris Doctor from Fordham University School of Law and a Bachelor of Arts from Cornell University. | | |
| |
Kathy Sarpash
Canada Director and Senior Vice President of Purchaser Sub |
| | | Ms. Sarpash is a Senior Vice President, Legal & Regulatory, of BAM. Prior to joining Brookfield, Ms. Sarpash worked at NEI Investments and Scotiabank. Ms. Sarpash holds a Bachelor of Arts degree from University of Toronto and an LLB from the University of Sheffield. | | |
| |
Allen Yi
Canada Director and Senior Vice President of Purchaser Sub |
| | | Mr. Yi is a Senior Vice President, Legal & Regulatory, of BAM’s Real Estate Group. Mr. Yi was previously an associate at a major Canadian law firm. Mr. Yi holds a Bachelor of Science degree from the University of Victoria, a Juris Doctor degree from the University of Toronto. | | |
| |
Michelle Campbell
Canada Senior Vice President of Purchaser Sub |
| | | Ms. Campbell is a Senior Vice President, Legal & Regulatory, of BAM’s Real Estate Group. Ms. Campbell was previously an associate at a major Canadian law firm. Ms. Campbell holds a Bachelor of Business Administration (Honours) from Wilfrid Laurier University and a Bachelor of Laws degree from the University of Western Ontario. | | |
| |
Name, Country of Citizenship, Position
|
| | |
Present Principal Occupation or Employment; Material Positions Held During the Past
Five Years; Certain Other Information |
| |
| |
Valerie Tso
Canada Vice President of Purchaser Sub |
| | | Ms. Tso is a Vice President, Legal & Regulatory, of BAM’s Real Estate Group. Ms. Tso was previously an associate at a major Canadian law firm. Ms. Tso received a Bachelor of Arts degree from the University of Ottawa and a Juris Doctor degree from the University of Toronto. | | |
| | | | BROOKFIELD ASSET MANAGEMENT INC. | | ||||||
| | | | By: | | |
/s/ Kathy Sarpash
|
| |||
| | | | | | | Name: | | | Kathy Sarpash | |
| | | | | | | Title: | | | Senior Vice President | |
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Signature
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Title
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Date
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*
J. Bruce Flatt
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Director and Chief Executive Officer (Principal Executive Officer)
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June 7, 2021
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/s/ Nicholas Goodman
Nicholas Goodman
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Chief Financial Officer (Principal Financial and Accounting Officer)
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June 7, 2021
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*
M. Elyse Allan
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Director
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June 7, 2021
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*
Jeffrey M. Blidner
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Director and Vice Chair
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June 7, 2021
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*
Angela F. Braly
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Director
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June 7, 2021
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*
Jack L. Cockwell
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Director
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June 7, 2021
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*
Marcel R. Coutu
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Director
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June 7, 2021
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*
Murilo Ferreira
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Director
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June 7, 2021
|
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*
Janice Fukakusa
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Director
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June 7, 2021
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*
Maureen V. Kempston Darkes
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Director
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June 7, 2021
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*
Howard S. Marks
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Director
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June 7, 2021
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*
Frank J. McKenna
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Chair of the Board of Directors
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June 7, 2021
|
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Signature
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Title
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Date
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*
Rafael Miranda
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Director
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June 7, 2021
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*
Lord Augustine Thomas O’Donnell
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Director
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June 7, 2021
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*
Hutham Olayan
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Director
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June 7, 2021
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*
Ngee Huat Seek
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Director
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June 7, 2021
|
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*
Diana L. Taylor
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| |
Director
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| |
June 7, 2021
|
|
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*By:
/s/ Nicholas Goodman
Name: Nicholas Goodman
Title: Attorney-in-fact |
| | |
| | | |
BROOKFIELD PROPERTY PREFERRED L.P., by its
general partner, BROOKFIELD PROPERTY L.P., by its managing general partner, BROOKFIELD PROPERTY PARTNERS L.P., by its general partner, BROOKFIELD PROPERTY PARTNERS LIMITED |
| | ||||||||
| | | | By: | | |
/s/ Jane Sheere
|
| | |||||
| | | | | | | Name: | | | Jane Sheere | | | | |
| | | | | | | Title: | | | Secretary | | | | |
|
Signature
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Title
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Date
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*
Brian Kingston
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Chief Executive Officer of Brookfield Property Group LLC, a manager of the Registrant (Principal Executive Officer)
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June 7, 2021
|
|
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*
Bryan K. Davis
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| |
Chief Financial Officer of Brookfield Property Group LLC, a manager of the Registrant (Principal Financial and Accounting Officer)
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| |
June 7, 2021
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*
Caroline Atkinson
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| |
Director
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June 7, 2021
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*
Jeffrey Blidner
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Director
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June 7, 2021
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*
Omar Carneiro da Cunha
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Director
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June 7, 2021
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*
Soon Young Chang
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Director
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June 7, 2021
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*
Stephen DeNardo
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Director
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June 7, 2021
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*
Louis Joseph Maroun
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Director
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June 7, 2021
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*
Doug McGregor
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Director
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June 7, 2021
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*
Lars Rodert
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Lead Independent Director
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June 7, 2021
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Signature
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Title
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Date
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*
Michael Warren
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Director
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June 7, 2021
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*By:
/s/ Jane Sheere
Name: Jane Sheere
Title: Attorney-in-fact |
| | |
| | | |
BROOKFIELD PROPERTY PARTNERS L.P., by its
general partner, BROOKFIELD PROPERTY PARTNERS LIMITED |
| ||||||
| | | | By: | | |
/s/ Jane Sheere
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| |||
| | | | | | | Name: | | | Jane Sheere | |
| | | | | | | Title: | | | Secretary | |
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Signature
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Title
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Date
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*
Brian Kingston
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| |
Chief Executive Officer of Brookfield Property Group LLC, a manager of the Registrant (Principal Executive Officer)
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June 7, 2021
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*
Bryan K. Davis
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| |
Chief Financial Officer of Brookfield Property Group LLC, a manager of the Registrant (Principal Financial and Accounting Officer)
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June 7, 2021
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*
Caroline Atkinson
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| |
Director
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June 7, 2021
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*
Jeffrey Blidner
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Director
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June 7, 2021
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*
Omar Carneiro da Cunha
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Director
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June 7, 2021
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*
Soon Young Chang
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Director
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June 7, 2021
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*
Stephen DeNardo
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Director
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June 7, 2021
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*
Louis Joseph Maroun
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Director
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June 7, 2021
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*
Doug McGregor
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Director
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June 7, 2021
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*
Lars Rodert
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Lead Independent Director
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June 7, 2021
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Signature
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Title
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Date
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*
Michael Warren
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Director
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June 7, 2021
|
|
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*By:
/s/ Jane Sheere
Name: Jane Sheere
Title: Attorney-in-fact |
| | |
| | | |
BROOKFIELD PROPERTY L.P., by its managing general
partner, BROOKFIELD PROPERTY PARTNERS L.P., by its general partner, BROOKFIELD PROPERTY PARTNERS LIMITED |
| ||||||
| | | | By: | | |
/s/ Jane Sheere
|
| |||
| | | | | | | Name: | | | Jane Sheere | |
| | | | | | | Title: | | | Secretary | |
|
Signature
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| |
Title
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| |
Date
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|
|
*
Brian Kingston
|
| |
Chief Executive Officer of Brookfield Property Group LLC, a manager of the Registrant (Principal Executive Officer)
|
| |
June 7, 2021
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|
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*
Bryan K. Davis
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| |
Chief Financial Officer of Brookfield Property Group LLC, a manager of the Registrant (Principal Financial and Accounting Officer)
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| |
June 7, 2021
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*
Caroline Atkinson
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| |
Director
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June 7, 2021
|
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*
Jeffrey Blidner
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| |
Director
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| |
June 7, 2021
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*
Omar Carneiro da Cunha
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Director
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June 7, 2021
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*
Soon Young Chang
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Director
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June 7, 2021
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*
Stephen DeNardo
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Director
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June 7, 2021
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*
Louis Joseph Maroun
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Director
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June 7, 2021
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*
Doug McGregor
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| |
Director
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| |
June 7, 2021
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*
Lars Rodert
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| |
Lead Independent Director
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| |
June 7, 2021
|
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Signature
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| |
Title
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Date
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*
Michael Warren
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| |
Director
|
| |
June 7, 2021
|
|
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*By:
/s/ Jane Sheere
Name: Jane Sheere
Title: Attorney-in-fact |
| | | | | | |
| | | | BROOKFIELD BPY HOLDINGS INC. | | ||||||
| | | | By: | | |
/s/ Bryan Davis
|
| |||
| | | | | | | Name: | | | Bryan Davis | |
| | | | | | | Title: | | | Chief Financial Officer of one of its service providers, Brookfield Property Group LLC | |
|
Signature
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| |
Title
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| |
Date
|
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|
*
Brian Kingston
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| |
Chief Executive Officer of one of its service providers, Brookfield Property Group LLC (Principal Executive Officer)
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| |
June 7, 2021
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*
Bryan Davis
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| |
Chief Financial Officer of one of its service providers, Brookfield Property Group LLC (Principal Financial and Accounting Officer)
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| |
June 7, 2021
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*
Edward C. Kress
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| |
Director
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June 7, 2021
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*
Gregory E.A. Morrison
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Director
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June 7, 2021
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*
Timothy R. Price
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| |
Director
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| |
June 7, 2021
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|
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*By:
/s/ Michelle Campbell
Name: Michelle Campbell
Title: Attorney-in-fact |
| | | | | | |
| | | | BROOKFIELD BPY RETAIL HOLDINGS II INC. | | ||||||
| | | | By: | | |
/s/ Bryan Davis
|
| |||
| | | | | | | Name: | | | Bryan Davis | |
| | | | | | | Title: | | | Chief Financial Officer of one of its service providers, Brookfield Property Group LLC | |
|
Signature
|
| |
Title
|
| |
Date
|
|
|
*
Brian Kingston
|
| |
Chief Executive Officer of one of its service providers, Brookfield Property Group LLC (Principal Executive Officer)
|
| |
June 7, 2021
|
|
|
*
Bryan Davis
|
| |
Chief Financial Officer of one of its service providers, Brookfield Property Group LLC (Principal Financial and Accounting Officer)
|
| |
June 7, 2021
|
|
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*
Edward C. Kress
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| |
Director
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| |
June 7, 2021
|
|
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*
Gregory E.A. Morrison
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| |
Director
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| |
June 7, 2021
|
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*
Timothy R. Price
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| |
Director
|
| |
June 7, 2021
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|
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*By:
/s/ Michelle Campbell
Name: Jane Sheere
Title: Attorney-in-fact |
| | | | | | |
| | | | BPY BERMUDA HOLDINGS LIMITED | | ||||||
| | | | By: | | |
/s/ Gregory E.A. Morrison
|
| |||
| | | | | | | Name: | | | Gregory E.A. Morrison | |
| | | | | | | Title: | | | President | |
|
Signature
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| |
Title
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| |
Date
|
|
|
*
Gregory E.A. Morrison
|
| |
President signing in the capacity of Chief Executive Officer (Principal Executive Officer)
|
| |
June 7, 2021
|
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*
Sherry Millar
|
| |
Vice President signing in the capacity of Chief Financial and Accounting Officer (Principal Financial and Accounting Officer)
|
| |
June 7, 2021
|
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*
James A. Bodi
|
| |
Director
|
| |
June 7, 2021
|
|
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*
Gregory N. McConnie
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| |
Director
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| |
June 7, 2021
|
|
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*
Gregory E.A. Morrison
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| |
Director
|
| |
June 7, 2021
|
|
|
*By:
/s/ Jane Sheere
Name: Jane Sheere
Title: Attorney-in-fact |
| | |
| | | | BPY BERMUDA HOLDINGS II LIMITED | | ||||||
| | | | By: | | |
/s/ Gregory E.A. Morrison
|
| |||
| | | | | | | Name: | | | Gregory E.A. Morrison | |
| | | | | | | Title: | | | President | |
|
Signature
|
| |
Title
|
| |
Date
|
|
|
*
Gregory E.A. Morrison
|
| |
President signing in the capacity of Chief Executive Officer (Principal Executive Officer)
|
| |
June 7, 2021
|
|
|
*
Sherry Millar
|
| |
Vice President signing in the capacity of Chief Financial and Accounting Officer (Principal Financial and Accounting Officer)
|
| |
June 7, 2021
|
|
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*
James A. Bodi
|
| |
Director
|
| |
June 7, 2021
|
|
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*
Gregory N. McConnie
|
| |
Director
|
| |
June 7, 2021
|
|
|
*
Gregory E.A. Morrison
|
| |
Director
|
| |
June 7, 2021
|
|
|
*By:
/s/ Jane Sheere
Name: Jane Sheere
Title: Attorney-in-fact |
| | |
| | | | BPY BERMUDA HOLDINGS IV LIMITED | | ||||||
| | | | By: | | |
/s/ Gregory E.A. Morrison
|
| |||
| | | | | | | Name: | | | Gregory E.A. Morrison | |
| | | | | | | Title: | | | President | |
|
Signature
|
| |
Title
|
| |
Date
|
|
|
*
Gregory E.A. Morrison
|
| |
President signing in the capacity of Chief Executive Officer (Principal Executive Officer)
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June 7, 2021
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*
Sherry Millar
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Vice President signing in the capacity of Chief Financial and Accounting Officer (Principal Financial and Accounting Officer)
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June 7, 2021
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*
James A. Bodi
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Director
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June 7, 2021
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*
Gregory N. McConnie
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Director
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June 7, 2021
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*
Gregory E.A. Morrison
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Director
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June 7, 2021
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*By:
/s/ Jane Sheere
Name: Jane Sheere
Title: Attorney-in-fact |
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| | | | BPY BERMUDA HOLDINGS V LIMITED | | ||||||
| | | | By: | | |
/s/ Gregory E.A. Morrison
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| | | | | | | Name: | | | Gregory E.A. Morrison | |
| | | | | | | Title: | | | President | |
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Signature
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Title
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Date
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*
Gregory E.A. Morrison
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President signing in the capacity of Chief Executive Officer (Principal Executive Officer)
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June 7, 2021
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*
Sherry Millar
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Vice President signing in the capacity of Chief Financial and Accounting Officer (Principal Financial and Accounting Officer)
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June 7, 2021
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*
James A. Bodi
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Director
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June 7, 2021
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*
Gregory N. McConnie
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Director
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June 7, 2021
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*
Gregory E.A. Morrison
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Director
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June 7, 2021
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*By:
/s/ Jane Sheere
Name: Jane Sheere
Title: Attorney-in-fact |
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| | | | BPY BERMUDA HOLDINGS VI LIMITED | | ||||||
| | | | By: | | |
/s/ Gregory E.A. Morrison
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| | | | | | | Name: | | | Gregory E.A. Morrison | |
| | | | | | | Title: | | | President | |
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Signature
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Title
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Date
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*
Gregory E.A. Morrison
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President signing in the capacity of Chief Executive Officer (Principal Executive Officer)
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June 7, 2021
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*
Sherry Millar
|
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Vice President signing in the capacity of Chief Financial and Accounting Officer (Principal Financial and Accounting Officer)
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June 7, 2021
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|
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*
James A. Bodi
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Director
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June 7, 2021
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*
Gregory N. McConnie
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Director
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June 7, 2021
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*
Gregory E.A. Morrison
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Director
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June 7, 2021
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*By:
/s/ Jane Sheere
Name: Jane Sheere
Title: Attorney-in-fact |
| | |
| | | | BROOKFIELD PROPERTY GROUP LLC | | ||||||
| | | | By: | | | /s/ Bryan Davis | | |||
| | | | | | | Name: | | | Bryan Davis | |
| | | | | | | Title: | | |
Chief Financial Officer of one of its service
providers, Brookfield Property Group LLC |
|
| | | | BROOKFIELD ASSET MANAGEMENT LLC | | | ||||||||
| | | | By: | | |
/s/ Mark Srulowitz
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| | |||||
| | | | | | | Name: | | | Mark Srulowitz | | | ||
| | | | | | | Title: | | | President | | | | |
Exhibit 8.1
![]() | 1114
Avenue of the Americas, 23rd Floor P. 212.880.6000 | F. 212.682.0200 www.torys.com |
June 7, 2021
Brookfield Asset Management Inc.
Brookfield Place
181 Bay Street Suite 300
Toronto, Ontario M5J 2T3
Brookfield Property Partners L.P.
73 Front Street
5th Floor
Hamilton HM 12, Bermuda
Brookfield Property Preferred L.P.
73 Front Street
5th Floor
Hamilton HM 12, Bermuda
Re: | United States Federal Income Tax Opinion |
Ladies and Gentlemen:
We have acted as United States federal income tax counsel to Brookfield Asset Management Inc., an Ontario corporation (“BAM”), Brookfield Property Partners L.P., a Bermuda exempted limited partnership (“BPY”), and Brookfield Property Preferred L.P., a Bermuda exempted limited partnership (“New LP”), in connection with the Registration Statement on Form F-4, as amended (the “Registration Statement”), filed by, among others, BAM, BPY, and New LP with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Act”), relating to the proposed issuance of Class A Limited Voting Shares in the capital of BAM, Class A Cumulative Redeemable Preferred Units, Series 1, of New LP, and related subordinated guarantees thereof, in connection with a proposed business combination contemplated by that certain Arrangement Agreement, dated March 31, 2021, as amended (the “Arrangement Agreement”), by and among BAM, BPY Arrangement Corporation, an Ontario corporation (“Purchaser Sub”), and BPY, whereby BAM and the Purchaser Sub have agreed to acquire, directly and indirectly, all of the issued and outstanding limited partnership units of BPY and exchangeable limited partnership units of Brookfield Office Properties Exchange LP, an Ontario limited partnership. At your request, and in connection with the filing of the Registration Statement, we are rendering our opinion concerning certain United States federal income tax matters.
In so acting, we have examined originals or copies, certified or otherwise identified to our satisfaction, of:
(i) the Registration Statement;
(ii) the Arrangement Agreement;
- 2 -
(iii) the Limited Partnership Agreement of New LP, dated April 13, 2021, among Brookfield Property L.P., a Bermuda exempted limited partnership (the “New LP General Partner”), Brookfield BPY Holdings Inc., an Ontario corporation, and each person admitted to New LP as a limited partner in accordance with the provisions of such agreement, as amended;
(iv) the certificate of each of the New LP General Partner and Brookfield Property Partners Limited, a Bermuda exempted limited company, which is the general partner of BPY, which is the general partner of the New LP General Partner, of even date herewith, delivered to us for purposes of this opinion, including all schedules and exhibits thereto (the “Certificate”); and
(v) such agreements, documents, and other instruments as we have deemed necessary or appropriate.
In addition, we have examined, and have relied as to matters of fact upon, originals, duplicates, certified or conformed copies of such records, agreements, documents, and other instruments and such certificates or comparable documents of public officials and of officers and representatives of BPY and New LP, and have made such other and further investigations, as we have deemed necessary or appropriate as a basis for the opinion hereinafter set forth.
In rendering our opinion, we have assumed that (i) the transactions described in the Registration Statement will be consummated in the manner set forth therein; (ii) the representations made in the Certificate are true, correct, and complete and will remain true, correct, and complete at all times; (iii) any representation set forth in the Certificate qualified by knowledge, intention, belief, or any similar qualification is and will remain true, correct, and complete without regard to such qualification; and (iv) New LP operates and will continue to operate in accordance with certain operating guidelines set forth in such Certificate. In addition, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as duplicates or certified or conformed copies, and the authenticity of the originals of such latter documents.
Based upon the foregoing, and subject to the qualifications, assumptions, and limitations stated herein and in the Registration Statement, we are of the opinion that, as of the date hereof, (i) the statements set forth in the Registration Statement under the heading “CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS—Consequences to U.S. Holders—Ownership and Disposition of New LP Preferred Units Received Pursuant to the Arrangement or the BPYU Mandatory Exchange,” insofar as they express conclusions as to the application of United States federal income tax law, represent our opinion as to the matters discussed therein; and (ii) New LP will be classified as a partnership and not as an association or publicly traded partnership taxable as a corporation for United States federal income tax purposes.
Our opinion is based on current provisions of the Internal Revenue Code of 1986, as amended, the Treasury Regulations promulgated thereunder, published pronouncements of the Internal Revenue Service, and case law, in each case as currently in effect and subject to change at any time with retroactive effect. Any change in applicable laws or facts and circumstances, or any inaccuracy in the statements, facts, assumptions, or representations on which we have relied, may affect the continuing validity of the opinion set forth herein. We assume no responsibility to inform you of any such change or inaccuracy. No opinion is expressed concerning any law other than the federal income tax law of the United States.
- 3 -
We hereby consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement and to the references to our firm under the captions “CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS” and “LEGAL MATTERS” in the Registration Statement. In giving this consent, we do not hereby agree that we come within the category of persons whose consent is required by the Act or the rules thereunder.
Very truly yours,
/s/ Torys LLP
Exhibit 8.2
![]() | 1114
Avenue of the Americas, 23rd Floor P. 212.880.6000 | F. 212.682.0200 www.torys.com |
June 7, 2021
Brookfield Asset Management Inc.
Brookfield Place
181 Bay Street Suite 300
Toronto, Ontario M5J 2T3
Brookfield Property Partners L.P.
73 Front Street
5th Floor
Hamilton HM 12, Bermuda
Brookfield Property Preferred L.P.
73 Front Street
5th Floor
Hamilton HM 12, Bermuda
Re: | Canadian Federal Income Tax Opinion |
Ladies and Gentlemen:
We have acted as Canadian federal income tax counsel to Brookfield Asset Management Inc., an Ontario corporation (“BAM”), Brookfield Property Partners L.P., a Bermuda exempted limited partnership (“BPY”), and Brookfield Property Preferred L.P., a Bermuda exempted limited partnership (“New LP”), in connection with the Registration Statement on Form F-4, as amended (the “Registration Statement”), filed by, among others, BAM, BPY, and New LP with the U.S. Securities and Exchange Commission under the U.S. Securities Act of 1933, as amended (the “Act”), relating to the proposed issuance of Class A Limited Voting Shares in the capital of BAM, Class A Cumulative Redeemable Preferred Units, Series 1, of New LP, and related subordinated guarantees thereof, in connection with a proposed business combination contemplated by that certain Arrangement Agreement, dated March 31, 2021, as amended (the “Arrangement Agreement”), by and among BAM, BPY Arrangement Corporation, an Ontario corporation (“Purchaser Sub”), and BPY, whereby BAM and the Purchaser Sub have agreed to acquire, directly and indirectly, all of the issued and outstanding limited partnership units of BPY and exchangeable limited partnership units of Brookfield Office Properties Exchange LP, an Ontario limited partnership. At your request, and in connection with the filing of the Registration Statement, we are rendering our opinion concerning certain Canadian federal income tax matters.
In so acting, we have examined originals or copies, certified or otherwise identified to our satisfaction, of:
(i) the Registration Statement;
(ii) the Arrangement Agreement;
- 2 -
(iii) the Limited Partnership Agreement of New LP, dated April 13, 2021, among Brookfield Property L.P., a Bermuda exempted limited partnership (the “New LP General Partner”), Brookfield BPY Holdings Inc., an Ontario corporation, and each person admitted to New LP as a limited partner in accordance with the provisions of such agreement, as amended;
(iv) the certificate of each of the New LP General Partner and Brookfield Property Partners Limited, a Bermuda exempted limited company, which is the general partner of BPY, which is the general partner of the New LP General Partner, of even date herewith, delivered to us for purposes of this opinion, including all schedules and exhibits thereto (the “Certificate”); and
(v) such agreements, documents, and other instruments as we have deemed necessary or appropriate.
In addition, we have examined, and have relied as to matters of fact upon, originals, duplicates, certified or conformed copies of such records, agreements, documents, and other instruments and such certificates or comparable documents of public officials and of officers and representatives of BPY and New LP, and have made such other and further investigations, as we have deemed necessary or appropriate as a basis for the opinion hereinafter set forth.
In rendering our opinion, we have assumed that (i) the transactions described in the Registration Statement will be consummated in the manner set forth therein; (ii) the representations made in the Certificate are true, correct, and complete and will remain true, correct, and complete at all times; (iii) any representation set forth in the Certificate qualified by knowledge, intention, belief, or any similar qualification is and will remain true, correct, and complete without regard to such qualification; and (iv) New LP operates and will continue to operate in accordance with certain operating guidelines set forth in such Certificate. In addition, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as duplicates or certified or conformed copies, and the authenticity of the originals of such latter documents.
Based upon the foregoing, and subject to the qualifications, assumptions, and limitations stated herein and in the Registration Statement, we are of the opinion that, as of the date hereof, the statements set forth in the Registration Statement under the heading “CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS,” insofar as they express conclusions as to the application of Canadian federal income tax law, represent our opinion as to the matters discussed therein.
Our opinion is based on current provisions of the Income Tax Act (Canada), as amended, the regulations promulgated thereunder, published pronouncements of the Canada Revenue Agency, and case law, in each case as currently in effect and subject to change at any time with retroactive effect. Any change in applicable laws or facts and circumstances, or any inaccuracy in the statements, facts, assumptions, or representations on which we have relied, may affect the continuing validity of the opinion set forth herein. We assume no responsibility to inform you of any such change or inaccuracy. No opinion is expressed concerning any law other than the federal income tax law of Canada.
- 3 -
We hereby consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement and to the references to our firm under the captions “CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS” and “LEGAL MATTERS” in the Registration Statement. In giving this consent, we do not hereby agree that we come within the category of persons whose consent is required by the Act or the rules thereunder.
Very truly yours,
/s/ Torys LLP
Exhibit 23.3
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement No. 333-255512 on Form F-4 of our reports dated March 23, 2021 relating to the financial statements of Brookfield Asset Management Inc. (the “Company”) and the effectiveness of the Company’s internal control over financial reporting, appearing in the Annual Report on Form 40-F (as amended by Amendment No. 1) of the Company for the year ended December 31, 2020. We also consent to the reference to us under the heading “Experts” in such Registration Statement.
/s/ Deloitte LLP
Chartered Professional Accountants
Licensed Public Accountants
Toronto, Canada
June 7, 2021
Exhibit 23.4
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement No. 333-255512 on Form F-4 of our reports dated February 26, 2021 relating to the financial statements of Brookfield Property Partners L.P. (the “Partnership”) and the effectiveness of the Partnership’s internal control over financial reporting, appearing in the Annual Report on Form 20-F of the Partnership for the year ended December 31, 2020. We also consent to the reference to us under the heading “Experts” in such Registration Statement.
/s/ Deloitte LLP
Chartered Professional Accountants
Licensed Public Accountants
Toronto, Canada
June 7, 2021
Exhibit 23.5
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement No. 333-255512 on Form F-4, as amended, of our reports dated February 26, 2021 relating to the financial statements of Brookfield Property REIT Inc. (the “Company”) and the effectiveness of the Company’s internal control over financial reporting, appearing in the Annual Report on Form 10-K of the Company for the year ended December 31, 2020. We also consent to the reference to us under the heading “Experts” in such Registration Statement.
/s/ Deloitte & Touche LLP
Chicago, Illinois
June 7, 2021
Exhibit 99.1
CONSENT OF LAZARD FRÈRES & CO. LLC
The Special Committee of the Board of Directors of
Brookfield Property Partners Limited (the “Special Committee”),
the General Partner of
Brookfield Property Partners L.P.
73 Front Street, 5th Floor
Hamilton
HM 12 Bermuda
Re: | Registration Statement on Form F-4 of Brookfield Asset Management Inc, Brookfield Property Preferred L.P., Brookfield Property Partners L.P., Brookfield Property L.P., Brookfield BPY Holdings Inc., Brookfield BPY Retail Holdings II Inc., BPY Bermuda Holdings Limited, BPY Bermuda Holdings II Limited, BPY Bermuda Holdings IV Limited, BPY Bermuda Holdings V Limited and BPY Bermuda Holdings VI Limited to be filed with the Securities and Exchange Commission as of the date hereof (the “Registration Statement”) |
Dear Members of the Special Committee:
We hereby consent to the inclusion of our opinion letter, dated March 31, 2021, to the Special Committee as Annex I and our valuation dated March 31, 2021 as Annex H to, and reference to such opinion letter and valuation under the headings “Summary - Reports, Opinions, Appraisals and Negotiations,” “The Transaction - Reports, Opinions, Appraisals and Negotiations”, “Special Factors - Background to the Transaction”, “Recommendation of the Special Committee of the BPY Board of Directors - Information Considered; Procedural Safeguards”, “Summary of Valuation and the Fairness Opinion”, “Risk Factors - Risk Factors Relating to the Transaction” and “Certain Securities Laws Matters - MI 61-101” in the circular/prospectus relating to the proposed transaction involving Brookfield Asset Management Inc., BPY Arrangement Corporation, and Brookfield Property Partners L.P., which circular/prospectus forms a part of the Registration Statement. In giving such consent, we do not admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission promulgated thereunder nor do we hereby admit that we are experts with respect to any part of the Registration Statement within the meaning of the term “experts” as used in the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.
Very truly yours, | ||
LAZARD FRÈRES & CO. LLC | ||
By: | /s/ Matthew J. Lustig | |
Name:  Matthew J. Lustig | ||
Title:  Managing Director |
June 7, 2021
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