SC 13E3/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13E-3

(Amendment No. 7)

RULE 13e-3 TRANSACTION STATEMENT UNDER SECTION 13(e)

OF THE SECURITIES EXCHANGE ACT OF 1934

Brookfield Property Partners L.P.

(Name of the Issuer)

Brookfield Property Partners L.P.

Brookfield Asset Management Inc.

BPY Arrangement Corporation

(Name of Persons Filing Statement)

Limited Partnership Units

(Title of Class of Securities)

G16249107

(CUSIP Number of Class of Securities)

Bryan K. Davis
Brookfield Property Partners L.P.
73 Front Street, 5th Floor
Hamilton, HM 12, Bermuda
Telephone: (441) 294-3309 Justin B. Beber
Brookfield Asset Management Inc.
BPY Arrangement Corporation
Brookfield Place
181 Bay Street, Suite 300
Toronto, Ontario M5J 2T3 Telephone: (416) 363-9491

(Name, Address, and Telephone Numbers of Persons Authorized to Receive Notices
and Communications on Behalf of Persons Filing Statement)

Copies to:

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 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

This statement is filed in connection with (check the appropriate box):

a.	¨	The filing of solicitation materials or an information statement subject to Regulation 14A (§§240.14a-1 through 240.14b-2), Regulation 14C (§§240.14c-1 through 240.14c-101) or Rule 13e-3(c) (§240.13e-3(c)) under the Securities Exchange Act of 1934 (the “Act”).
b.	x	The filing of a registration statement under the Securities Act of 1933.
c.	¨	A tender offer.
d.	¨	None of the above.

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: ¨

Check the following box if the filing is a final amendment reporting the results of the transaction: ¨

Calculation of Filing Fee

Transaction Valuation*	Amount of Filing Fee**
$6,224,601,119.16	$679,103.98

* Calculated solely for purposes of determining the filing fee. The transaction value was calculated based on the market value of limited partnership units of Brookfield Property Partners L.P. (“BPY Units”) (the securities to be acquired as described in this Transaction Statement on Schedule 13E-3) in accordance with Rule 0-11(b) of the Securities Exchange Act of 1934, as amended, as follows: the sum of (i) the product of (w) $17.76, the average of the high and low prices per BPY Unit on April 20, 2021 as quoted on the Nasdaq Stock Market, multiplied by (x) 289,587,416 BPY Units and (ii) the product of (y) $18.50, the average of the high and low prices per BPY Unit on May 24, 2021 as quoted on the Nasdaq Stock Market, multiplied by (z) 58,461,006 BPY Units. The aforementioned estimated number of BPY Units relates to the number of BPY Units (which includes BPY Units underlying certain equity awards of BPY and certain outstanding exchangeable securities) to be acquired by the Purchaser Parties (as defined below) pursuant to the transaction in this Transaction Statement on Schedule 13E-3.

** Determined in accordance with Rule 0-11 under the Exchange Act at a rate equal to $109.10 per $1,000,000 of transaction value.

x Check the box if any part of the fee is offset as provided by §240.0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: $77,198.90*

Form or Registration No.: Schedule 13E-3

Filing Party: Brookfield Property Partners L.P., Brookfield Asset Management Inc. and BPY Arrangement Corporation

Date Filed: May 28, 2021

Amount Previously Paid: $40,775.00*

Form or Registration No.: Registration Statement on Form F-4

Filing Party: 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

Date Filed: May 27, 2021

Amount Previously Paid: $279,026.47*

Form or Registration No.: Registration Statement on Form F-4

Filing Party: 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

Date Filed: April 26, 2021

Amount Previously Paid: $282,103.61*

Form or Registration No.: Schedule 13E-3

Filing Party: Brookfield Property Partners L.P., Brookfield Asset Management Inc. and BPY Arrangement Corporation

Date Filed: April 26, 2021

*Represents filing fee associated with the acquisition of BPY Units (which includes BPY Units underlying certain equity awards of BPY and certain outstanding exchangeable securities) by the Purchaser Parties as described in this Transaction Statement on Schedule 13E-3.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS: APPROVED OR DISAPPROVED OF THIS TRANSACTION; PASSED UPON THE MERITS OR FAIRNESS OF THIS TRANSACTION; OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS SCHEDULE 13E-3. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

INTRODUCTION

This Amendment No. 7 (“Amendment No. 7”) to the Rule 13e-3 Transaction Statement on Schedule 13E-3, together with the exhibits hereto (as amended to the date hereof, this “Schedule 13E-3”), is being filed with the Securities and Exchange Commission (the “SEC”) by Brookfield Asset Management Inc., a corporation organized under the laws of Ontario, Canada (“BAM”), BPY Arrangement Corporation, a corporation organized under the laws of Ontario (“Purchaser Sub” and together with BAM, the “Purchaser Parties”), and Brookfield Property Partners L.P., a Bermuda exempted limited partnership (“BPY” and together with the Purchaser Parties, the “Filing Persons”). BAM, New LP (as defined in this Schedule 13E-3) and the Guarantors (as defined in this Schedule 13E-3) have filed with the SEC a registration statement on Form F-4 (File Nos. 333-255512, 333-255512-01, 333-255512-02, 333-255512-03, 333-255512-04, 333-255512-05, 333-255512-06, 333-255512-07, 333-255512-08, 333-255512-09 and 333-255512-10) (as amended by Amendments No. 1 and No. 2 to the registration statement on Form F-4 and the final prospectus on Form 424(b)(3), the “Registration Statement”), which includes a circular/prospectus (the “circular/prospectus”), to register under the U.S. Securities Act of 1933, as amended (the “Securities Act”), BAM Shares, New LP Preferred Units and the related Guarantees (each as defined below). The Registration Statement became effective under the Securities Act on June 8, 2021 and the final circular/prospectus was mailed to BPY Unitholders on or about June 17, 2021.

Defined terms used herein but not defined in this Amendment No. 7 shall have the meanings given to them in this Schedule 13E-3.

Item 15. Additional Information.

(c) Other Material information.

Item 15(c) of this Schedule 13E-3 is hereby amended and supplemented by adding the following thereto:

On July 23, 2021, BPY announced the results of Unitholder elections (and deemed elections), together with the amounts owing to holders of holders of shares of Brookfield Property REIT Inc. class A stock, in connection with the Transaction.

Item 16. Exhibits.

Item 16 of this Schedule 13E-3 is hereby amended and supplemented by adding the following thereto:

Exhibit No.	Description
(a)(11)	Press release issued by BPY, dated July 23, 2021 (filed herewith)

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: July 23, 2021	BROOKFIELD PROPERTY PARTNERS L.P., by its general partner, BROOKFIELD PROPERTY PARTNERS LIMITED
	By:	/s/ Jane Sheere
		Name: Jane Sheere
		Title: Secretary

Dated: July 23, 2021	BROOKFIELD ASSET MANAGEMENT INC.
	By:	/s/ Kathy Sarpash
		Name: Kathy Sarpash
		Title: Senior Vice President

Dated: July 23, 2021	BPY ARRANGEMENT CORPORATION
	By:	/s/ Allen Yi
		Name: Allen Yi
		Title: Senior Vice President

EX-99.(A)(11)

Exhibit 99.(a)(11)

BROOKFIELD PROPERTY PARTNERS ANNOUNCES RESULTS OF UNITHOLDER
ELECTIONS IN PRIVATIZATION TRANSACTION

All dollar references are in U.S. dollars, unless noted otherwise¹

BROOKFIELD NEWS, July 23, 2021 – Brookfield Property Partners L.P. (“BPY”) (Nasdaq: BPY; TSX: BPY.UN) today announced the results of unitholder elections in Brookfield Asset Management Inc.’s (“BAM”) acquisition of all of the limited partnership units of BPY (the “transaction”).

Pursuant to the terms of the transaction and subject to pro-ration, BPY unitholders and holders of exchangeable limited partnership units of Brookfield Office Properties Exchange LP were able to elect to receive, per unit, $18.17 in cash, 0.4006 of a BAM class A limited voting share (“BAM shares”), or 0.7268 of a BPY preferred unit with a liquidation preference of $25.00 per unit (“BPY preferred units”).

Based on unitholder elections (and deemed elections), together with the amounts owing to holders of shares of Brookfield Property REIT Inc. class A stock (“BPYU shares”), an aggregate of 51,971,192 units were elected for cash, 271,358,615 units were elected for BAM shares and 17,970,971 units were elected for BPY preferred units. As holders elected (or were deemed to have elected) to receive more BAM shares than were available under the transaction, unitholders that elected (or were deemed to have elected) to receive BAM shares will receive 54.5316% of the aggregate BAM shares they elected to receive and the balance will be delivered 93.05% in cash and 6.95% in BPY preferred units.

Accordingly, any holders who made an election to receive 100% of their consideration in one of the three available options will receive, respectively per BPY unit:

· 100% cash election: $18.17 in cash.

· 100% BAM shares election: approximately $7.69 in cash, 0.2185 BAM shares and 0.0230 BPY preferred units.

· 100% BPY preferred units election: 0.7268 BPY preferred units.

Holders who failed to properly make an election, did not make an election prior to the election deadline of 5:00 p.m. (Toronto time) on July 20, 2021 (or for beneficial holders an earlier deadline that may have been set by their broker or other intermediary), or elected to receive the default consideration and holders of BPYU shares will receive approximately per BPY unit or BPYU share, $12.38 in cash, 0.0913 BAM shares and 0.0657 BPY preferred units.

¹ BPY Unitholders who may have elected to receive the Canadian dollar equivalent of any cash amounts payable in connection with the Arrangement, will have their currency converted based on the exchange rate available to the applicable custodian at its typical banking institution on the date such funds are converted (which may be the date on which the Election Deadline occurs or any later date and may be a date other than the date the BPY Units are being exchanged or the date of issue of payment therefor).

BAM and BPY anticipate that the transaction will close on July 26, 2021, subject to the satisfaction of certain closing conditions customary in a transaction of this nature.

IMPORTANT INFORMATION AND WHERE TO FIND IT

In connection with the transaction, BAM and BPY, together with certain subsidiaries of BPY (collectively, the “Registrants”) have filed with the U.S. Securities and Exchange Commission (“SEC”) a registration statement on Form F-4 (File No. 333-255512) (the “Registration Statement”) that includes a circular of BPY that also constitutes a prospectus of the Registrants. On June 8, 2021, the SEC declared the Registration Statement effective, and the Registrants mailed the circular/prospectus to BPY unitholders, holders of shares of class A stock, par value $0.01 per share, of Brookfield Property REIT Inc. and holders of exchangeable limited partnership units of Brookfield Office Properties Exchange LP on or about June 17, 2021. BAM and BPY also filed a Rule 13E-3 transaction statement on Schedule 13E-3 relating to the transaction. Each of BAM and BPY also have filed and plan to file other relevant documents with the SEC regarding the transaction. INVESTORS ARE URGED TO READ THE REGISTRATION STATEMENT, CIRCULAR/PROSPECTUS, THE RULE 13E-3 TRANSACTION STATEMENT AND OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION.

No securities regulatory authority has either approved or disapproved of the contents of this news release. This news release shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. A free copy of the circular/prospectus, as well as other filings containing information about the Registrants, may be obtained at the SEC’s Internet site (http://www.sec.gov). You may also obtain these documents, free of charge, from BPY by accessing BPY’s website at bpy.brookfield.com or from BAM by accessing BAM’s website at bam.brookfield.com.

# # #

Brookfield Property Partners

Brookfield Property Partners, through Brookfield Property Partners L.P. and its subsidiary Brookfield Property REIT Inc., is one of the world’s premier real estate companies, with approximately $88 billion in total assets. We own and operate iconic properties in the world’s major markets, and our global portfolio includes office, retail, multifamily, logistics, hospitality, triple net lease, manufactured housing and student housing. Further information is available at bpy.brookfield.com.

Brookfield Property Partners is the flagship listed real estate company of Brookfield Asset Management Inc., a leading global alternative asset manager with over $600 billion in assets under management. More information is available at www.brookfield.com.

Brookfield Property Partners L.P. is listed on the Nasdaq Stock Market and the Toronto Stock Exchange. Brookfield Property REIT Inc. is listed on the Nasdaq Stock Market.

Brookfield Contact:

Matt Cherry

SVP, Investor Relations

(212) 417-7488

matthew.cherry@brookfield.com

FORWARD-LOOKING STATEMENTS

This news release contains “forward-looking information” and “forward-looking statements” within the meaning of applicable Canadian and U.S. securities laws. The word “will” and derivations thereof and other expressions that are predictions of or indicate future events, trends or prospects and which do not relate to historical matters identify forward-looking statements.

Forward-looking statements in this news release include statements with respect to the transaction and the anticipated closing thereof. Although BAM and BPY believe that such forward-looking statements and information are based upon reasonable assumptions and expectations, the reader should not place undue reliance on forward-looking statements and information. Except as required by law, BAM and BPY undertake no obligation to publicly update or revise any forward-looking statements or information, whether written or oral, that may be as a result of new information, future events or otherwise.