6-K
Brookfield Property Partners L.P. (BPYPP)
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 February 2022
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 FORM 6-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: February 11, 2022 | BROOKFIELD PROPERTY PARTNERS L.P., | |
|---|---|---|
| by its general partner, Brookfield Property Partners Limited | ||
| By: | /s/ “Jane Sheere” | |
| Name: | Jane<br>Sheere | |
| Title: | Secretary |
EXHIBIT LIST
Exhibit 99.1
BROOKFIELD PROPERTY PARTNERS L.P.
FIRST AMENDMENT TO THE
THIRD AMENDED AND RESTATED MASTER SERVICES AGREEMENT
THIS AMENDMENT (the “Amendment”) to the Third Amended and Restated Master Services Agreement dated as of August 3, 2021 (the “Agreement”) between Brookfield Property Partners L.P. (the “Partnership”) and Brookfield Asset Management Inc., inter alias, is dated February 2, 2022. Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement.
WHEREAS, the undersigned desire to amend the Agreement, with respect to the definitions of Management Fee and New LP Preferred Units under the Agreement, as set out herein;
NOW THEREFORE,
| 1. | Amendments to Article 1 |
|---|---|
| (a) | Section 1.1.41 is hereby deleted in its entirety and replaced with the following: |
| --- | --- |
| “ManagementFee” means, with respect to any Quarter, an amount equal to 0.2625% of the sum of the following amounts, if any, each of which<br>shall be calculated by the BPY General Partner, acting reasonably, as of the last day of the Quarter immediately preceding such Quarter:<br>(i) the Equity Attributable to Core Assets and (ii) the carrying value of the Outstanding non-voting common shares of CanHoldco; | |
| (b) | Section 1.1.42 is hereby deleted in its entirety and replaced with the following: |
| --- | --- |
| Intentionally Deleted; | |
| 2. | The amendments contained herein to Sections 1.1.41 and 1.1.42 will apply commencing October 1, 2021. |
| --- | --- |
| 3. | This Amendment shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of<br>Canada applicable therein. |
| 4. | Except as modified herein, all terms and conditions of the Agreement shall remain in full force and effect. |
| 5. | This Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which<br>shall be construed together as one agreement. |
[Remainder of this page left blank intentionally.]
IN WITNESS WHEREOF, the undersigned have executed this Amendment as of February 2, 2022.
| BROOKFIELD ASSET MANAGEMENT INC. | ||
|---|---|---|
| By: | “Kathy Sarpash” | |
| Name: | Kathy Sarpash | |
| Title: | Senior Vice-President, Legal & Regulatory | |
| BROOKFIELD PROPERTY PARTNERS L.P., | ||
| --- | --- | --- |
| By: | BROOKFIELD PROPERTY PARTNERS LIMITED, its general partner | |
| By: | “Jane Sheere” | |
| Name: | Jane Sheere | |
| Title: | Secretary | |
| BROOKFIELD PROPERTY L.P. | ||
| --- | --- | --- |
| By: | BROOKFIELD PROPERTY PARTNERS L.P., its managing general partner | |
| By: | BROOKFIELD PROPERTY PARTNERS LIMITED, its general partner | |
| By: | “Jane Sheere” | |
| Name: | Jane Sheere | |
| Title: | Secretary |
*\[First Amendment to Amended and Restated Master Services Agreement\]*
| BROOKFIELD GLOBAL PROPERTY ADVISOR LIMITED | ||
|---|---|---|
| By: | “Philippa Elder” | |
| Name: | Philippa Elder | |
| Title: | Director | |
| BROOKFIELD PROPERTY GROUP LLC | ||
| --- | --- | --- |
| By: | “Brett Fox” | |
| Name: | Brett Fox | |
| Title: | Managing Partner | |
| BROOKFIELD ASSET MANAGEMENT PRIVATE INSTITUTIONAL CAPITAL ADVISER US, LLC | ||
| --- | --- | --- |
| By: | “Brett Fox” | |
| Name: | Brett Fox | |
| Title: | Managing Partner | |
| BPG HOLDINGS GROUP INC. | ||
| --- | --- | --- |
| By: | “Christopher Wong” | |
| Name: | Christopher Wong | |
| Title: | Vice President | |
| Brookfield International holdings Inc. | ||
| --- | --- | --- |
| By: | “Kerry-Ann Cato” | |
| Name: | Kerry-Ann Cato | |
| Title: | Corporate Secretary |
*\[First Amendment to Amended and Restated Master Services Agreement\]*
| Brookfield BERMUDA LTD. | ||
|---|---|---|
| By: | “Jane Sheere” | |
| Name: | Jane Sheere | |
| Title: | Secretary | |
| Brookfield Private Capital (DIFC) Limited | ||
| --- | --- | --- |
| By: | “Swati Mandava” | |
| Name: | Swati Mandava | |
| Title: | Director | |
| Brookfield Property Group Australia Pty Ltd. in accordance with section 127 of the Corporations Act 2001 (Cth) | ||
| --- | --- | --- |
| By: | “Nicholas Britten-Jones and Mandy Chiang” | |
| Name: | Mandy Chiang | |
| Title: | Secretary | |
| Brookfield PROPERTIES RETAIL HOLDING LLC | ||
| --- | --- | --- |
| By: | “Jack Kanter” | |
| Name: | Jack Kanter | |
| Title: | Secretary |
*\[First Amendment to Amended and Restated Master Services Agreement\]*
| BPR OP, LP | ||
|---|---|---|
| By: | BPR REAL ESTATE HOLDING II LLC,<br><br> <br>its general partner | |
| By: | “Jack Kanter” | |
| Name: | Jack Kanter | |
| Title: | Secretary | |
| BROOKFIELD BPY HOLDINGS INC. | ||
| --- | --- | --- |
| By: | “Michelle Seto” | |
| Name: | Michelle Seto | |
| Title: | Assistant Secretary | |
| BPY BERMUDA HOLDINGS LIMITED | ||
| --- | --- | --- |
| By: | “Jane Sheere” | |
| Name: | Jane Sheere | |
| Title: | Secretary | |
| BPY BERMUDA HOLDINGS II LIMITED | ||
| --- | --- | --- |
| By: | “Jane Sheere” | |
| Name: | Jane Sheere | |
| Title: | Secretary | |
| BROOKFIELD BPY PROPERTY HOLDINGS I LLC | ||
| --- | --- | --- |
| By: | “Michelle L. Campbell” | |
| Name: | Michelle L. Campbell | |
| Title: | Senior Vice President and<br> Secretary |
*\[First Amendment to Amended and Restated Master Services Agreement\]*
| BROOKFIELD BPY PROPERTY HOLDINGS III LLC | ||
|---|---|---|
| By: | “Michelle L. Campbell” | |
| Name: | Michelle L. Campbell | |
| Title: | Senior Vice President and<br> Secretary | |
| BROOKFIELD BPY RETAIL HOLDINGS I LLC | ||
| --- | --- | --- |
| By: | “Michelle L. Campbell” | |
| Name: | Michelle L. Campbell | |
| Title: | Senior Vice President and<br> Secretary | |
| BPY BERMUDA HOLDINGS III LIMITED | ||
| --- | --- | --- |
| By: | “Jane Sheere” | |
| Name: | Jane Sheere | |
| Title: | Secretary | |
| BROOKFIELD BPY RETAIL HOLDINGS II LLC INC. | ||
| --- | --- | --- |
| By: | “Michelle Seto” | |
| Name: | Michelle Seto | |
| Title: | Associate Corporate Counsel | |
| BOP (GERMANY) HOLDINGS LTD. | ||
| --- | --- | --- |
| By: | “Keith Hyde” | |
| Name: | Keith Hyde | |
| Title: | Senior Vice President |
*\[First Amendment to Amended and Restated Master Services Agreement\]*
| BROOKFIELD OFFICE PROPERTIES INC. | ||
|---|---|---|
| By: | “Michelle Seto” | |
| Name: | Michelle Seto | |
| Title: | Associate Corporate Counsel | |
| BROOKFIELD PROPERTY SPLIT CORP. | ||
| --- | --- | --- |
| By: | “Michelle Seto” | |
| Name: | Michelle Seto | |
| Title: | Associate Corporate Counsel | |
| BP US REIT LLC | ||
| --- | --- | --- |
| By: | “Michelle L. Campbell” | |
| Name: | Michelle L. Campbell | |
| Title: | Senior Vice President and<br> Secretary | |
| BOP () LTD. | ||
| --- | --- | |
| By: | ||
| Keith Hyde | ||
| Senior Vice President |
All values are in US Dollars.
| BOP (OPE) HOLDINGS LTD. | |
|---|---|
| By: | |
| Keith Hyde | |
| Senior Vice President |
All values are in Euros.
*\[First Amendment to Amended and Restated Master Services Agreement\]*
| BOPA HOLDINGS LTD. | ||
|---|---|---|
| By: | “Keith Hyde” | |
| Name: | Keith Hyde | |
| Title: | Senior Vice President | |
| BPY BERMUDA HOLDINGS IV LIMITED | ||
| --- | --- | --- |
| By: | “Jane Sheere” | |
| Name: | Jane Sheere | |
| Title: | Secretary | |
| BPY BERMUDA HOLDINGS V LIMITED | ||
| --- | --- | --- |
| By: | “Jane Sheere” | |
| Name: | Jane Sheere | |
| Title: | Secretary | |
| BPY BERMUDA HOLDINGS VI LIMITED | ||
| --- | --- | --- |
| By: | “Jane Sheere” | |
| Name: | Jane Sheere | |
| Title: | Secretary | |
| BPY BERMUDA HOLDINGS VII LIMITED | ||
| --- | --- | --- |
| By: | “Jane Sheere” | |
| Name: | Jane Sheere | |
| Title: | Secretary |
*\[First Amendment to Amended and Restated Master Services Agreement\]*
| BPR HOLDING REIT I LLC | ||
|---|---|---|
| By: | “Michelle L. Campbell” | |
| Name: | Michelle L. Campbell | |
| Title: | Senior Vice President | |
| BPR HOLDING REIT II LLC, by its Managing Member | ||
| --- | --- | --- |
| BROOKFIELD PROPERTIES SUBCO LLC | ||
| By: | “Michelle L. Campbell” | |
| Name: | Michelle L. Campbell | |
| Title: | Senior Vice President | |
| BROOKFIELD PROPERTIES (CANADA) INC. | ||
| --- | --- | --- |
| By: | “Keith Hyde” | |
| Name: | Keith Hyde | |
| Title: | Senior Vice President, Taxation | |
| BROOKFIELD BPY HOLDINGS (AUSTRALIA) ULC | ||
| --- | --- | --- |
| By: | “Michelle Seto” | |
| Name: | Michelle Seto | |
| Title: | Assistant Secretary | |
| BOP AUSTRALIA PTY LTD, as trustee for and on behalf of BOPA TRUST in accordance with section 127 of the Corporations Act 2001 (Cth) | ||
| --- | --- | --- |
| By: | “Nicholas Britten-Jones and Mandy Chiang” | |
| Name: | Nicholas Britten-Jones and<br> Mandy Chiang | |
| Title: | Director and Secretary | |
| BROOKFIELD PROPERTY PARTNERS (AUSTRALIA) PTY LIMITED, as trustee for and on behalf of BROOKFIELD BPY TRUST (AUSTRALIA) in accordance with section 127 of the Corporations<br> Act 2001 (Cth) | ||
| --- | --- | --- |
| By: | “Nicholas Britten-Jones and Mandy Chiang” | |
| Name: | Nicholas Britten-Jones and<br> Mandy Chiang | |
| Title: | Director and Secretary |
*\[First Amendment to Amended and Restated Master Services Agreement\]*