SC TO-I/A

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

AMENDMENT NO. 2 to

SCHEDULE TO

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

BROOKFIELD PROPERTY PARTNERS L.P.

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

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

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

Copy to:

Mile Kurta, Esq.
Torys LLP
1114 Avenue of the Americas
New York, New York 10036
(212) 880-6000

CALCULATION OF FILING FEE

TRANSACTION VALUATION(1)	AMOUNT OF FILING FEE(2)
U.S.$405,000,000	U.S.$49,086

(1)Estimated for purposes of calculating the amount of the filing fee only, this amount is based on the purchase of limited partnership units for a maximum aggregate tender offer price of U.S.$405,000,000.

(2)The amount of the filing fee, calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, equals U.S.$121.20 per million dollars of the value of the transaction. The registration fee was previously paid on February 11, 2019 in connection with the filing of the original Schedule TO.

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: U.S.$49,086	Filing Party: Brookfield Property Partners L.P.
Form or Registration No.: Schedule TO-I	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 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 provision(s) relied upon:

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

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

AMENDMENT NO. 2 TO SCHEDULE TO

This Amendment No. 2 (this “Amendment No. 2”) amends and supplements the Tender Offer Statement on Schedule TO originally filed with the Securities and Exchange Commission (the “SEC”) on February 11, 2019, as amended by Amendment No. 1 filed with the SEC on March 22, 2019 (together with any subsequent amendments and supplements thereto, the “Schedule TO”), by Brookfield Property Partners L.P., a Bermuda exempted limited partnership (our “Company”), in relation to our Company’s offer to purchase up to an aggregate amount of U.S.$405,000,000 of its limited partnership units at a price not greater than U.S.$21.00 nor less than U.S.$19.00 per unit, in cash, without interest and less any applicable withholding taxes, on the terms and subject to the conditions set forth in the Offer to Purchase dated February 11, 2019, the accompanying Issuer Bid Circular dated February 11, 2019, and in the related Letters of Transmittal and Notices of Guaranteed Delivery (collectively, the “Offer Documents”).

This Amendment No. 2 is being filed to amend and supplement certain provisions of the Schedule TO. Except as otherwise set forth in this Amendment No. 2, the information set forth in the Schedule TO and the Offer Documents remains unchanged and is incorporated herein by reference to the extent relevant to the items in this Amendment No. 2. Capitalized terms used but not defined herein have the meanings ascribed to them in the Schedule TO. You should read this Amendment No. 2 together with the Schedule TO and the Offer Documents.

ITEM 11. ADDITIONAL INFORMATION

Item 11 of the Schedule TO is hereby amended and supplemented as follows:

On March 26, 2019, our Company issued a press release announcing the preliminary results of the Offer, which expired at 5:00 P.M. (Eastern time) on March 25, 2019. A copy of the press release is filed as Exhibit (a)(5)(E) hereto and is incorporated herein by reference.

ITEM 12. EXHIBITS

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

(a)(5)(E) Press Release dated March 26, 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.

Date: March 27, 2019	BROOKFIELD PROPERTY PARTNERS L.P.,
	by its general partner, BROOKFIELD PROPERTY PARTNERS LIMITED
	By:	/s/ Jane Sheere
		Name:	Jane Sheere
		Title:	Secretary

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EXHIBIT INDEX

(a)(1)(A)(14)		Offer to Purchase dated February 11, 2019 and the accompanying Issuer Bid Circular.
(a)(1)(B)(14)		Letter of Transmittal to Deposit the limited partnership units of our Company.
(a)(1)(C)(14)		Letter of Transmittal to Deposit the exchangeable limited partnership units of Brookfield Office Properties Exchange L.P.
(a)(1)(D)(14)		Notice of Guaranteed Delivery for Deposit of the limited partnership units of our Company.
(a)(1)(E)(14)		Notice of Guaranteed Delivery for Deposit of the exchangeable limited partnership units of Brookfield Office Properties Exchange L.P.
(a)(5)(A)(1)		Press Release dated February 7, 2019.
(a)(5)(B)(1)		Letter to Unitholders dated February 7, 2019.
(a)(5)(C)(14)		Press Release dated February 11, 2019.
(a)(5)(D)(17)		Press Release dated March 21, 2019.
(a)(5)(E)*		Press Release dated March 26, 2019.
(b)		Not Applicable.
(d)(A)(2)		Second Amended and Restated Limited Partnership Agreement of our Company, dated August 8, 2013.
(d)(B)(3)		First Amendment to the Second Amended and Restated Limited Partnership Agreement of our Company, dated November 5, 2015.
(d)(C)(16)		Second Amendment to the Second Amended and Restated Limited Partnership Agreement of our Company, dated March 21, 2019.
(d)(D)(15)		Fourth Amended and Restated Limited Partnership Agreement of Brookfield Property L.P. dated February 20, 2019.
(d)(E)(16)		First Amendment to the Fourth Amended and Restated Limited Partnership Agreement of Brookfield Property L.P. dated March 21, 2019.
(d)(F)(4)		Second Amended and Restated Master Services Agreement, dated August 27, 2018, by and among Brookfield Asset Management Inc., our Company, Brookfield Property L.P., Brookfield Global Property Advisors Limited, Brookfield Property Group LLC, Brookfield Asset Management Private Institutional Capital Adviser US, LLC, BPG Holdings Group Inc. and each of the entities listed on Schedule A to the Agreement.
(d)(G)(5)		Registration Rights Agreement, dated April 10, 2013, between the Partnership and Brookfield Asset Management Inc.
(d)(H)(6)		Support Agreement, dated March 19, 2014, between our Company and Brookfield Office Properties Exchange LP.
(d)(I)(7)		Guarantee Agreement, dated December 4, 2014, between our Company and Qatar Investment Authority.
(d)(J)(7)		Investor Agreement, dated December 4, 2014, between our Company and Qatar Investment Authority.
(d)(K)(8)		Refinancing Agreement, dated December 4, 2014, among Brookfield Asset Management Inc., our Company and Brookfield Property L.P.
(d)(L)(9)		Third Amended and Restated Certificate of Incorporation, dated August 27, 2018, of Brookfield Property REIT Inc.
(d)(M)(10)		Rights Agreement, dated as of April 27, 2018, by and between Brookfield Asset Management Inc. and Wilmington Trust, National Association.
(d)(N)(11)	Brookfield Property Group Restricted Stock Plan, dated June 9, 2014.
(d)(O)(12)	Brookfield Property Partners Amended and Restated BPY Unit Option Plan, dated February 3, 2015.
(d)(P)(13)	Brookfield Property Partners BPY Unit Option Plan (GGP), dated August 28, 2018.
(i)	Not Applicable.
(j)	Not Applicable.

* Filed herewith.

(1) Incorporated herein by reference to our Company’s Tender Offer Statement on Schedule TO-C dated February 7, 2019.

(2) Filed as an exhibit to Form 6-K by our Company on August 8, 2013 and incorporated herein by reference.

(3) Filed as an exhibit to Form 20-F by our Company on March 17, 2016 and incorporated herein by reference.

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(4) Filed as an exhibit to Form 6-K by our Company on August 28, 2018 and incorporated herein by reference.

(5) Filed as an exhibit to Form 6-K by our Company on April 16, 2013 and incorporated herein by reference.

(6) Filed as an exhibit to Form 6-K by our Company on March 19, 2014 and incorporated herein by reference.

(7) Filed as an exhibit to Form 6-K by our Company on December 4, 2014 and incorporated herein by reference.

(8) Filed as an exhibit to Brookfield Asset Management Inc.’s Schedule 13D/A filed on December 5, 2014 and incorporated herein by reference.

(9) Filed as an exhibit to Form 8-A by Brookfield Property REIT Inc. on August 27, 2018 and incorporated herein by reference.

(10) Filed as an exhibit to Form S-4/F-4 by our Company on May 2, 2018 and incorporated herein by reference.

(11) Filed as an exhibit to Form S-8 by our Company on June 9, 2014 and incorporated herein by reference.

(12) Filed as an exhibit to Form S-8 by our Company on March 26, 2015 and incorporated herein by reference.

(13) Filed as an exhibit to Form S-8 by our Company on August 28, 2018 and incorporated herein by reference.

(14) Incorporated herein by reference to our Company’s Tender Offer Statement on Schedule TO-I dated February 11, 2019.

(15) Filed as an exhibit to Form 6-K by our Company on February 20, 2019 and incorporated herein by reference.

(16) Filed as an exhibit to Form 6-K by our Company on March 21, 2019 and incorporated herein by reference.

(17) Incorporated herein by reference to our Company’s Tender Offer Statement on Schedule TO-I/A dated March 22, 2019.

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EX-99.(A)(5)(E)

Exhibit (a)(5)(E)

BROOKFIELD PROPERTY PARTNERS ANNOUNCES PRELIMINARY RESULTS OF SUBSTANTIAL ISSUER BID

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

BROOKFIELD NEWS, March 26, 2019 — Brookfield Property Partners L.P. (“BPY”) (NASDAQ: BPY; TSX: BPY.UN) announced today the preliminary results of its substantial issuer bid (the “Offer”) to purchase for cancellation up to $405 million of its limited partnership units (the “BPY Units”), which expired at 5:00 pm (Eastern Time) on March 25, 2019.

The Offer was open to holders of BPY Units (“BPY Unitholders”), holders of exchangeable limited partnership units of Brookfield Office Properties Exchange LP (“Exchange LP Unitholders”, and together with BPY Unitholders, the “Unitholders”) on an as exchanged basis (as exchanged, and together with the BPY Units, the “Units”) and holders of securities that are exchangeable into BPY Units prior to or at the time of the Offer.

In accordance with the terms and conditions of the Offer and based on a preliminary count by AST Trust Company (Canada) (the “Depositary”), BPY expects to take up and purchase for cancellation 14,178,607 Units at a purchase price of $21.00 per Unit (the “Purchase Price”), for an aggregate cost of approximately $298 million, excluding fees and expenses relating to the Offer.

The Offer was made by way of a “modified Dutch auction” with Offer prices ranging from $19.00 to $21.00 per Unit. Based on preliminary results, 14,178,607 Units were tendered under the Offer (including Units tendered by notice of guaranteed delivery).

The number of Units to be purchased under the Offer and the Purchase Price are preliminary, subject to verification by the Depositary and assume that all Units tendered through notice of guaranteed delivery will be delivered within the two trading day settlement period. BPY will announce the final results following completion of take-up of the Units.

Under its separate substantial issuer bid, Brookfield Property REIT Inc., a subsidiary of BPY, expects to accept for purchase 4,679,802 of its Class A shares at a purchase price of $20.30 per share, for an aggregate cost of approximately $95 million.

The Units expected to be purchased under these offers in aggregate represent approximately 1.8% of the Units issued and outstanding as at March 22, 2019 on a fully exchanged basis. After giving effect to these offers, 1,031,165,551 Units are expected to be issued and outstanding on a fully exchanged basis.

This press release is for informational purposes only and does not constitute an offer to buy or the solicitation of an offer to sell Units.

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Brookfield Property Partners L.P.

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Brookfield Property Partners, through Brookfield Property Partners L.P. and its subsidiary Brookfield Property REIT Inc., is one of the world’s premier commercial real estate companies, with approximately $87 billion in total assets. We 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. 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. 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 $350 billion in assets under management.

Certain of our investor relations content is also available on our investor relations app. To download Brookfield Property Partners’ investor relations app, which offers access to SEC filings, press releases, presentations and more, please click here to download on your iPhone or iPad. To download the app on your Android mobile device, please click here.

Contact:

Matthew Cherry

Senior Vice President, Investor Relations & Communications

Tel: 212-417-7488

Email: matthew.cherry@brookfield.com

Forward-Looking Statements

This press release contains “forward-looking information” and “forward-looking statements” within the meaning of applicable securities laws and regulations. Forward-looking statements include statements that are predictive in nature or depend upon or refer to future events or conditions, include statements regarding our operations, business, financial condition, expected financial results, performance, prospects, opportunities, priorities, targets, goals, ongoing objectives, strategies and outlook, as well as the outlook for North American and international economies for the current fiscal year and subsequent periods, and include words such as “expects,” “anticipates,” “plans,” “believes,” “estimates,” “seeks,” “intends,” “targets,” “projects,” “forecasts,” “likely,” or negative versions thereof and other similar expressions, or future or conditional verbs such as “may,” “will,” “should,” “would” and “could.”

Although we believe that our anticipated future results, performance or achievements expressed or implied by the 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 because they involve known and unknown risks, uncertainties and other factors, many of which are beyond our control, which may cause our actual results, performance or achievements to differ materially from anticipated future results, performance or achievement expressed or implied by such forward-looking statements and information.

Factors that could cause actual results to differ materially from those contemplated or implied by forward-looking statements include, but are not limited to: risks incidental to the ownership and operation of real estate properties including local real estate conditions; the impact or unanticipated impact of general economic, political and market factors in the countries in which we do business; the ability to enter into new leases or renew leases on favorable terms; business competition; dependence on tenants’ financial condition; the use of debt to finance our business; the behavior of financial markets, including fluctuations in interest and foreign exchange rates; uncertainties of real estate development or redevelopment; global equity and capital markets and the availability of equity and debt financing and refinancing within these markets; risks relating to our insurance coverage; the possible impact of international conflicts and other developments including terrorist acts; potential environmental liabilities; changes in tax laws and other tax related risks; dependence on management personnel; illiquidity of investments; the ability to complete and effectively integrate other acquisitions into existing operations and the ability to attain expected benefits therefrom; operational and reputational risks; catastrophic events, such as earthquakes and hurricanes; and other risks and factors detailed from time to time in our documents filed with the securities regulators in Canada and the United States.

We caution that the foregoing list of important factors that may affect future results is not exhaustive. When relying on our forward-looking statements or information, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. Except as required by law, we 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.

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