SC TO-I/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE TO

(Amendment No. 2)

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF
THE SECURITIES EXCHANGE ACT OF 1934

BROOKFIELD PROPERTY REIT INC.

(Name of Subject Company (Issuer) and Filing Person (Issuer))

Class A Stock, Par Value $0.01 Per Share

(Title of Class of Securities)

11282X 103

(CUSIP Number of Class of Securities)

Michelle Campbell
Secretary
Brookfield Property REIT Inc.
250 Vesey Street, 15th Floor
New York, New York, 10281-1023
Telephone: (212) 417-7000
(Name, address, and telephone numbers of person authorized to receive notices and
communications on behalf of filing persons)

Copies of all communications, including communications sent to agent for service, should be sent to:
Mark S. Opper, Esq.
David H. Roberts, Esq.
Goodwin Procter LLP
100 Northern Avenue
Boston, MA 02210
(617) 570-1000

CALCULATION OF FILING FEE

Transaction Valuation*	Amount of Filing Fee**
$95,000,000	$11,514.00

*Calculated solely for purposes of determining the amount of the filing fee. This amount is based upon the offer to purchase up to $95,000,000 in value of class A stock, par value $0.01 per share, of Brookfield Property REIT Inc.

**The amount of the filing fee, calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, as modified by Fee Rate Advisory No. 1 for fiscal year 2019, equals $121.20 per million dollars of the value of the transaction.

x Check the box if any part of the fee is offset as provided by Rule 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:	$11,514.00	Filing Party:	Brookfield Property REIT Inc.
Form or Registration No.:	Schedule TO	Date Filed:	February 11, 2019

o Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

o third-party tender offer subject to Rule 14d-1.
x issuer tender offer subject to Rule 13e-4.
o going-private transaction subject to Rule 13e-3.
o amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer:  o

If applicable, check the appropriate box(es) below to designate the appropriate rule provisions(s) relied upon:

o Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

o Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

This Amendment No. 2 (this “Amendment No. 2”) amends and supplements the Tender Offer Statement on Schedule TO originally filed with the U.S. Securities and Exchange Commission on February 11, 2019 and amended by Amendment No. 1 on February 25, 2019 (as may be further supplemented or amended from time to time, the “Schedule TO”) by Brookfield Property REIT Inc., a Delaware corporation that has elected to be taxed as a real estate investment trust for U.S. federal income tax purposes (the “Company”), pursuant to Rule 13e-4 under the Securities Exchange Act of 1934, as amended, in connection with the Company’s offer to purchase for cash up to $95,000,000 in value of its class A stock, par value $0.01 per share (the “Class A Stock”), at a price specified by the tendering stockholders of not greater than $21.00 nor less than $19.00 per share of Class A Stock, net to the seller in cash, less any applicable withholding taxes and without interest, on the terms and subject to the conditions described in the Offer to Purchase, dated February 11, 2019 (the “Offer to Purchase”), and the related Letter of Transmittal (the “Letter of Transmittal”), copies of which were previously filed as Exhibit (A)(1)(A) and Exhibit (A)(1)(B), respectively, to the Schedule TO, which, together with any amendments or supplements thereto, collectively constitute the “Offer”.

The purpose of this Amendment No. 2 is to amend and supplement certain provisions of the Schedule TO as set forth herein.  Except as set forth herein, this Amendment No. 2 does not modify any of the information previously reported in the Schedule TO or the Offer. All information set forth in the Offer, including all schedules and exhibits thereto, which were previously filed with the Schedule TO, is hereby expressly incorporated by reference except that such information is hereby amended and supplemented to the extent expressly provided herein. Such information amends and supplements the information previously incorporated by reference in this Schedule TO.  This Amendment No. 2 should be read in conjunction with the Schedule TO, the Offer to Purchase, the Letter of Transmittal and the other documents that constitute part of the Offer, as each may be amended or supplemented from time to time.

Item 11.Additional information.

Item 11 of the Schedule TO is hereby amended and supplemented by adding the following:

“On March 21, 2019, the Company issued a press release reminding holders of Class A Stock of the expiration of the Offer at 5:00 p.m. (Eastern time) on March 25, 2019.”

Item 12.Exhibits.

Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit to the exhibit list:

“(a)(6)(A)Press Release issued by Brookfield Property REIT Inc. on March 21, 2019.”

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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.

BROOKFIELD PROPERTY REIT INC.
By:	/s/ Michelle Campbell
Name:	Michelle Campbell
Title:	Secretary

Date: March 22, 2019

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EX-99.(A)(6)(A)

Exhibit (a)(6)(A)

Press Release

BROOKFIELD PROPERTY REIT INC. REMINDS HOLDERS OF CLASS A STOCK OF SUBSTANTIAL ISSUER BID EXPIRY

BROOKFIELD NEWS, March 21, 2019 — Brookfield Property REIT Inc. (NASDAQ: BPR) reminds the holders of its outstanding Class A Stock, par value $0.01 per share (“Class A Stock”), that its previously announced substantial issuer bid (the “Offer”) to purchase for cash up to $95,000,000 in value of shares of its Class A Stock will expire at 5:00 p.m. (Eastern time) on March 25, 2019.

The Offer is being made by way of a “modified Dutch auction,” which allows holders of Class A Stock to select the price, within the specified range, at which each such holder is willing to sell all or a portion of the shares of Class A Stock that such holder owns. The Offer prices range from $19.00 to $21.00 per share of Class A Stock (in increments of $0.10 per share).

Holders of Class A Stock are urged to consult the formal offer to purchase and related letter of transmittal, together with any amendments or supplements thereto (collectively, the “Offer Documents”), containing the terms and conditions of the Offer and instructions for tendering shares of Class A Stock, among other things, that were sent to holders of Class A Stock or designated brokers or other nominees, as applicable, and filed with the U.S. Securities and Exchange Commission (“SEC”) and are available on EDGAR at www.sec.gov.

None of BPR nor its Board of Directors makes any recommendation to holders of Class A Stock as to whether to tender or refrain from tendering any or all of their shares of Class A Stock in the Offer or as to the price or prices at which such holders may choose to tender their shares of Class A Stock.

Holders of Class A Stock are urged to read the Offer Documents carefully and in their entirety, and to consult their own financial, tax and legal advisors and to make their own decisions with respect to participation in the Offer.

Any questions or requests for assistance in tendering shares of Class A Stock in the Offer should be directed to D.F. King & Co., Inc., the information agent for the Offer at 1-888-541-9895.

This press release is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell any shares of Class A Stock.

***

About Brookfield Property REIT Inc.

Brookfield Property REIT Inc. (“BPR”) is a subsidiary of Brookfield Property Partners L.P., (NASDAQ: BPY; TSX: BPY.UN) (“BPY”) one of the world’s premier commercial real estate companies, with approximately $87 billion in total assets. BPR was created as a public security that is intended to offer economic equivalence to an investment in BPY in the form of a U.S. REIT stock.

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Brookfield Property Partners are leading owners, operators and investors in commercial real estate, with a diversified portfolio of premier office and retail assets, as well as interests in multifamily, triple net lease, logistics, hospitality, self- storage, student housing and manufactured housing assets.

Further information is available at bpy.brookfield.com/bpr.

Contact:

Sherif El-Azzazi

Director, Investor Relations & Communications Tel: 212-417-7169

Email: sherif.elazzazi@brookfield.com

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