6-K

Brookfield Property Partners L.P. (BPYPP)

6-K 2020-09-11 For: 2020-09-11
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Added on April 09, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer Pursuant to

Rule 13a-16 or 15d-16

Under the Securities Exchange Act of 1934

For the month of September 2020

Commission File Number 001-35505

BROOKFIELD PROPERTY PARTNERS L.P.

(Exact name of registrant as specified in its charter)



73 Front Street, Hamilton, HM 12 Bermuda

(Address of principal executive offices)



Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F x Form 40-F ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨

DOCUMENTS FILED AS PART OF THIS FORM6-K

See the Exhibit List to this Form 6-K.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date:  September 11, 2020 Brookfield PROPERTY PARTNERS L.P.,
by its general partner Brookfield Property Partners
Limited
By: /s/ Jane Sheere
Name: Jane Sheere
Title: Secretary

EXHIBIT LIST

Exhibit Description
99.1 Brookfield Property Partners L.P. Press Release dated September 11, 2020

Exhibit 99.1

BROOKFIELD PROPERTY PARTNERSRENEWS NORMAL COURSE ISSUER BID

BROOKFIELDNEWS, September 11, 2020 Brookfield Property Partners L.P. (“BPY”) (NASDAQ: BPY; TSX: BPY.UN) announced today that the Toronto Stock Exchange (the “TSX”) accepted a notice filed by BPY of its intention to renew its prior normal course issuer bid for a one-year period. BPY stated that at times its limited partnership units trade in price ranges that do not fully reflect their value. As a result, from time to time, acquiring limited partnership units represents a desirable use of available funds.

The notice provides that BPY may, during the twelve-month period commencing September 15, 2020 and ending September 14, 2021, purchase on the TSX, the Nasdaq Stock Market (“Nasdaq”) and any alternative Canadian or U.S. trading system, up to 31,602,923 limited partnership units, representing approximately 10% of its public float. At September 3, 2020, there were 429,880,565 limited partnership units issued and outstanding, with 113,851,333 limited partnership units held by insiders, giving BPY a public float of 316,029,232 limited partnership units. Under the normal course issuer bid, BPY may purchase up to 417,502 limited partnership units on the TSX during any trading day, which represents approximately 25% of the average daily trading volume of 1,670,008 limited partnership units on the TSX for the most recently completed six calendar months prior to the TSX’s acceptance of the notice of the normal course issuer bid. This limitation does not apply to purchases made pursuant to block purchase exemptions and purchases made on another exchange.

The price to be paid for the limited partnership units under the normal course issuer bid will be the market price at the time of purchase. The actual number of limited partnership units to be purchased and the timing of such purchases will be determined by BPY, and all purchases of limited partnership units will be effected through the facilities of the TSX, the Nasdaq and any alternative Canadian or U.S. trading system. All limited partnership units purchased by BPY under this bid will be promptly cancelled.

In addition, certain subsidiaries of Brookfield Asset Management Inc. (“BAM”) may act jointly or in concert with BPY and purchase limited partnership units through open market purchases on the TSX, Nasdaq and other alternative Canadian trading systems pursuant to section 4.1 of National Instrument 62-104 “Take-Over Bids and Issuer Bids” (“NI 62-104”). These limited partnership units will be purchased and held on behalf of BAM and will not be cancelled.

In connection with the normal course issuer bid, BPY will enter into an automatic purchase plan with its designated broker. The automatic purchase plan will allow for the purchase of limited partnership units, subject to certain trading parameters, at times when BPY ordinarily would not be active in the market due to its own internal trading blackout period, insider trading rules or otherwise. Outside of these periods, limited partnership units will be repurchased in accordance with management’s discretion and in compliance with applicable law. The plan will commence on September 15, 2020 and terminate on September 14, 2021.

Of the 35,252,769 limited partnership units approved for purchase under BPY’s prior normal course issuer bid that commenced on August 20, 2019 and expired on August 19, 2020 (the “Prior NCIB”), BPY purchased, in the twelve-month period preceding the date hereof, an aggregate of 15,184,665 limited partnership units through open market purchases on the TSX, the Nasdaq and other alternative Canadian and U.S. trading systems. The weighted average price that BPY paid per limited partnership unit acquired under this bid was US$14.13. During the term of the Prior NCIB, BAM purchased 5,375,851 limited partnership units through open market purchases on the TSX, the Nasdaq and other alternative Canadian and U.S. trading systems pursuant to section 4.1 of NI 62-104 bringing the total number of limited partnership units purchased to 20,560,516 at a weighted average price of US$12.70. The limited partnership units purchased by BAM were not cancelled.

***

About Brookfield PropertyPartners

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 over $86 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 is the flagship listed real estate company of Brookfield Asset Management Inc., a leading global alternative asset manager with over $550 billion in assets under management.

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.

**Contact:**Matt Cherry

Senior Vice President, Investor Relations & Communications

Tel: 212-417-7488

Email: matthew.cherry@brookfield.com

Forward-LookingStatements

Thiscommunication contains “forward-looking information” 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 Americanand 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 andother similar expressions, or future or conditional verbs such as “may,” “will,” “should,” “would” and “could.”

Althoughwe believe that our anticipated future results, performance or achievements expressed or implied by the forward-looking statementsand information are based upon reasonable assumptions and expectations, the reader should not place undue reliance on forward-lookingstatements and information because they involve known and unknown risks, uncertainties and other factors, many of which are beyondour 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.

Factorsthat 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,including as a result of the recent global economic shutdown caused by a novel strain of coronavirus, COVID-19; the ability toenter 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 exchangerates; uncertainties of real estate development or redevelopment; global equity and capital markets and the availability of equityand debt financing and refinancing within these markets; risks relating to our insurance coverage; the possible impact of internationalconflicts and other developments including terrorist acts; potential environmental liabilities; changes in tax laws and other taxrelated risks; dependence on management personnel; illiquidity of investments; the ability to complete and effectively integrateacquisitions into existing operations and the ability to attain expected benefits therefrom; operational and reputational risks;catastrophic events, such as earthquakes, hurricanes or pandemics/epidemics; and other risks and factors detailed from time totime in our documents filed with the securities regulators in Canada and the United States . In addition, ourfuture results may be impacted by risks associated with the global economic shutdown caused by a novel strain of coronavirus, COVID-19,and the related global reduction in commerce and travel and substantial volatility in stock markets worldwide, which may resultin a decrease of cash flows and impairment losses and/or revaluations on our investments and real estate properties, and we maybe unable to achieve our expected returns.

**Brookfield PropertyPartners L.P.**2

Wecaution that the foregoing list of important factors that may affect future results is not exhaustive. When relying on our forward-lookingstatements or information, investors and others should carefully consider the foregoing factors and other uncertainties and potentialevents. 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.

**Brookfield PropertyPartners L.P.**2