BROOKFIELD Corp SC TO-T, filed Jul 6, 2020

BROOKFIELD Corp (BN)

SC TO-T 2020-07-06

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TRANSACTION VALUATION⁽¹⁾		AMOUNT OF FILING FEE⁽²⁾
US$890,000,000		US$115,522


Amount Previously Paid: $115,522		Filing Party: Brookfield Property Partners L.P.
Form or Registration No.: Schedule TO-I		Date Filed: July 6, 2020


(a)(1)(A)^*		Offer to Purchase dated July 6, 2020 and the accompanying Issuer Bid Circular dated July 6, 2020.

(a)(1)(B)^*		Letter of Transmittal to Deposit the limited partnership units of our Company.

(a)(1)(C)^*		Letter of Transmittal to Deposit the exchangeable limited partnership units of Brookfield Office Properties Exchange L.P.

(a)(1)(D)^*		Notice of Guaranteed Delivery for Deposit of the limited partnership units of our Company.

(a)(1)(E)^*		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 July 2, 2020.

(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) ⁽⁴⁾		Second Amendment to the Second Amended and Restated Limited Partnership Agreement of our Company, dated March 21, 2019.

(d)(D) ⁽⁵⁾		Third Amendment to the Second Amended and Restated Limited Partnership Agreement of our Company, dated August 20, 2019.


(d)(E)⁽⁶⁾		Fourth Amendment to the Second Amended and Restated Limited Partnership Agreement of our Company, dated February 18, 2020.

(d)(F)⁽⁷⁾		Fifth Amendment to the Second Amended and Restated Limited Partnership Agreement of our Company, dated April 21, 2020.

(d)(G)⁽⁹⁾		Fourth Amended and Restated Limited Partnership Agreement of Brookfield Property L.P., dated February 20, 2019.

(d)(H)⁽⁴⁾		First Amendment to the Fourth Amended and Restated Limited Partnership Agreement of Brookfield Property L.P., dated March 21, 2019.

(d)(I)⁽¹⁰⁾		Second Amendment to the Fourth Amended and Restated Limited Partnership Agreement of Brookfield Property L.P., dated April 28, 2019.

(d)(J)⁽⁵⁾		Third Amendment to Fourth Amended and Restated Limited Partnership Agreement of Brookfield Property L.P., dated August 20, 2019.

(d)(K)⁽⁶⁾		Fourth Amendment to the Fourth Amended and Restated Limited Partnership Agreement of Brookfield Property L.P. dated February 18, 2020.

(d)(L)⁽⁷⁾		Fifth Amendment to the Fourth Amended and Restated Limited Partnership Agreement of Brookfield Property L.P. dated April 21, 2020.

(d)(M)⁽⁸⁾		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)(N)⁽¹¹⁾		Registration Rights Agreement, dated April 10, 2013, between the Partnership and Brookfield Asset Management Inc.

(d)(O)⁽¹²⁾		Support Agreement, dated March 19, 2014, between our Company and Brookfield Office Properties Exchange LP.

(d)(P)⁽¹³⁾		Guarantee Agreement, dated December 4, 2014, between our Company and Qatar Investment Authority.

(d)(Q)⁽¹³⁾		Investor Agreement, dated December 4, 2014, between our Company and Qatar Investment Authority.

(d)(R)⁽¹⁴⁾		Refinancing Agreement, dated December 4, 2014, among Brookfield Asset Management Inc., our Company and Brookfield Property L.P.

(d)(S)⁽¹⁵⁾		Fourth Amended and Restated Certificate of Incorporation, dated June 25, 2019 of Brookfield Property REIT Inc.

(d)(T)⁽¹⁶⁾		Rights Agreement, dated as of April 27, 2018, by and between Brookfield Asset Management Inc. and Wilmington Trust, National Association.

(d)(U)⁽¹⁷⁾		Brookfield Property Group Restricted BPY L.P. Unit Plan, dated November 5, 2019.

(d)(V)⁽¹⁷⁾		Brookfield Property Partners Amended and Restated BPY Unit Option Plan, dated November 5, 2019.


(d)(W)⁽¹⁸⁾		Brookfield Property Partners Amended and Restated BPY Unit Option Plan (Canada), dated November 5, 2019

(d)(X)⁽¹⁹⁾		Brookfield Property Partners BPY Unit Option Plan (GGP), dated August 28, 2018.

(d)(Y)^*		Equity Commitment Agreement, dated July 2, 2020, by and between our Company, BAM and Property Partnership.

(g)		Not Applicable.

(h)		Not Applicable.


Date: July 6, 2020	BROOKFIELD PROPERTY PARTNERS L.P., by its general partner, BROOKFIELD PROPERTY PARTNERS LIMITED

	By:	/s/ Jane Sheere
		Name: Jane Sheere Title: Secretary

	BROOKFIELD ASSET MANAGEMENT INC

	By:	/s/ Jessica Diab
		Name: Jessica Diab Title: Vice President, Legal & Regulatory


		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)(N)⁽¹¹⁾		Registration Rights Agreement, dated April 10, 2013, between the Partnership and Brookfield Asset Management Inc.

(d)(O)⁽¹²⁾		Support Agreement, dated March 19, 2014, between our Company and Brookfield Office Properties Exchange LP.

(d)(P)⁽¹³⁾		Guarantee Agreement, dated December 4, 2014, between our Company and Qatar Investment Authority.

(d)(Q)⁽¹³⁾		Investor Agreement, dated December 4, 2014, between our Company and Qatar Investment Authority.

(d)(R)⁽¹⁴⁾		Refinancing Agreement, dated December 4, 2014, among Brookfield Asset Management Inc., our Company and Brookfield Property L.P.

(d)(S)⁽¹⁵⁾		Fourth Amended and Restated Certificate of Incorporation, dated June 25, 2019 of Brookfield Property REIT Inc.

(d)(T)⁽¹⁶⁾		Rights Agreement, dated as of April 27, 2018, by and between Brookfield Asset Management Inc. and Wilmington Trust, National Association.

(d)(U)⁽¹⁷⁾		Brookfield Property Group Restricted BPY L.P. Unit Plan, dated November 5, 2019.

(d)(V)⁽¹⁷⁾		Brookfield Property Partners Amended and Restated BPY Unit Option Plan, dated November 5, 2019.

(d)(W) ⁽¹⁸⁾		Brookfield Property Partners Amended and Restated BPY Unit Option Plan (Canada), dated November 5, 2019

(d)(X)⁽¹⁹⁾		Brookfield Property Partners BPY Unit Option Plan (GGP), dated August 28, 2018.

(d)(Y)^*		Equity Commitment Agreement, dated July 2, 2020, by and between our Company, BAM and Property Partnership.

(g)		Not Applicable.

(h)		Not Applicable.



		Page
SUMMARY TERM SHEET			1

INFORMATION FOR UNITED STATES UNITHOLDERS			7

FORWARD-LOOKING INFORMATION			7

NOTICE TO HOLDERS OF UNIT OPTIONS, EXCHANGE LP UNITS, RESTRICTED UNITS AND BPYU SHARES			8

CURRENCY AND EXCHANGE RATE			9

ADDITIONAL INFORMATION			9

OFFER TO PURCHASE			10

1.	The Offer		10

2.	Purchase Price		11

3.	Number of Units and Pro-Ration		12

4.	Procedure for Tendering Units		12

5.	Withdrawal Rights		16

6.	Conditions of the Offer		18

7.	Extension and Variation of the Offer		20

8.	Taking Up and Payment for Tendered Units		21

9.	Payment in the Event of Mail Service Interruption		23

10.	Liens and Distributions		23

11.	Notice		23

12.	Other Terms		24

ISSUER BID CIRCULAR			25

1.	Brookfield Property Partners L.P.		25

2.	Certain Information about BAM		26

3.	Authorized Capital		27

4.	Purpose and Effect of the Offer		28

5.	Withdrawal Rights		32

6.	Price Range and Trading Volume of the Units		32

7.	Distribution Policy		33

8.	Previous Purchases and Sales		34

9.	Previous Distributions		35

10.	Ownership of Securities of our Company		36

11.	Acceptance of Offer and Arrangements with Unitholders		39

12.	Agreements, Commitments and Understandings		39

13.	Benefits from the Offer		43

14.	Material Changes in the Affairs of our Company		43

15.	Bona Fide Offers		44



		Page
16.	Accounting Treatment of the Offer		44

17.	Income Tax Consequences		44

18.	Legal Matters and Regulatory Approvals		53

19.	Source of Funds		53

20.	Depositary		53

21.	Fees and Expenses		54

22.	Statutory Rights		54

APPROVAL AND CERTIFICATE			C-1

CONSENT OF DELOITTE LLP			C-2

CONSENT OF GREENHILL & CO. CANADA LTD.			C-3

SCHEDULE A			A-1

SCHEDULE B			B-1

SCHEDULE C			C-1


Who is offering to purchase my Units?		Brookfield Property Partners L.P., which we refer to as “we”, “us”, “our”, “BPY” or our “Company”. See “Offer to Purchase – The Offer”. Under applicable U.S. securities laws, BAM may be deemed to be a co-bidder with BPY with respect to the Offer.

Why is BPY making the Offer?		The purpose of the Offer is to provide Unitholders with an opportunity to sell their Units for cash at a premium to the current market price of the Units. We believe that the Units are currently trading below their intrinsic value, but recognize that some Unitholders may desire liquidity in their investment that would not otherwise be available in the market and as such wish to monetize their ownership in the Company. Because BAM has provided the Equity Commitment to fund the Offer, this opportunity for Unitholders to obtain liquidity is not being funded from BPY’s cash on hand or other sources of capital, and therefore will not have any impact on BPY’s ongoing liquidity to fund its operations.

What will the Purchase Price for the Units be and what will be the form of payment?		The Purchase Price is US$12.00. If a Unitholder’s Units are purchased under the Offer, that Unitholder will be paid the Purchase Price (subject to applicable withholding taxes, if any) in cash, without interest, promptly following the expiration of the Offer, for each such Unit. Under no circumstances will we pay interest on the Purchase Price, even if there is a delay in making payment. See “Offer to Purchase – Purchase Price”.

How many Units will BPY purchase in the Offer?		We are offering to purchase up to 74,166,670 Units. See “Offer to Purchase – Number of Units and Pro-Ration”.

What will happen if greater than 74,166,670 Units, are tendered in the Offer?		If greater than 74,166,670 Units are properly tendered and not properly withdrawn pursuant to the Offer, then we will purchase Units on a pro-rata basis according to the number of Units properly tendered and not properly withdrawn (with adjustments to avoid the purchase of fractional Units). See “Offer to Purchase – Number of Units and Pro-Ration”.

How long do I have to tender my Units?		You may tender your Units prior to the expiration of the Offer. The Offer will expire on August 28, 2020 at 5:00 p.m. (Eastern time), unless we extend or terminate it prior to such time. We may choose to extend the Offer at any time and for any reason, subject to applicable laws. See “Offer to Purchase – Extension and Variation of the Offer”. If a broker, dealer, commercial bank, trust company or other nominee holds your Units, it is likely that it has an earlier deadline, for administrative reasons, for you to act to instruct them to tender Units on your behalf. We urge you to contact your broker, dealer, commercial bank, trust company or other nominee to confirm any earlier deadline. See “Offer to Purchase – The Offer” and “Offer to Purchase – Extension and Variation of the Offer”.


How will BPY pay for the Units?		We will pay for Units purchased in the Offer by drawing on the Equity Commitment from BAM, which was provided by BAM to provide funding for the Company to complete, directly or indirectly, one or more repurchases of Units, including pursuant to the Offer. In accordance with the Equity Commitment, BAM and/or one or more of its affiliates will be issued the same number of Units and/or REUs as are acquired, directly or indirectly, at a purchase price per Unit or REU, as applicable, equal to the Purchase Price. The total number of Units and/or REUs to be issued to BAM and/or one or more of its affiliates will be determined at the Expiration Time. See “Issuer Bid Circular – Source of Funds”.

Who is BAM?		BAM is a leading global alternative asset manager with over US$515 billion of assets under management across real estate, infrastructure, renewable power, private equity and credit. BAM owns and operates long-life assets and businesses, many of which form the backbone of the global economy. Utilizing its global reach, access to large-scale capital and operational expertise, BAM offers a range of alternative investment products to investors around the world—including public and private pension plans, endowments and foundations, sovereign wealth funds, financial institutions, insurance companies and private wealth investors. Our Company was established by BAM as its primary vehicle to make investments across all strategies in real estate. See “Issuer Bid Circular” — “Certain Information about BAM”.

Are there any conditions to the Offer?		Yes. The Offer is subject to a number of conditions, such as the absence of court and governmental action prohibiting the Offer and changes in market and general economic conditions that, in our judgment, are or may be materially adverse to us, as well as certain other conditions that in each case must be satisfied or waived by us on or prior to the expiration of the Offer. The Offer is not conditioned upon any minimum number of Units being tendered. See “Offer to Purchase – Conditions of the Offer”.

If I am a holder of Exchange LP Units, can I participate in the Offer?		We are not making an offer for the Exchange LP Units. However, the terms of the Exchange LP Units and the Support Agreement permit holders of Exchange LP Units to participate in the Offer by depositing their Exchange LP Units on an as-exchanged basis. If you deposit Exchange LP Units, you will be deemed to have requested that a sufficient number of the Exchange LP Units that you deposited be exchanged, as of the Expiration Time, for the number of underlying Units to be purchased under the Offer. BPY will return all Exchange LP Units in respect of which underlying Units are not purchased under the Offer. The consideration payable to the holders of such Exchange LP Units will be determined on the basis of the number of underlying Units that are issued upon the exchange of the Exchange LP Units as of the Expiration Time. Alternatively, as a holder of Exchange LP Units you can also participate in the Offer by exchanging all or part of your Exchange LP Units prior to the Expiration Time and subsequently depositing the underlying Units in the Offer. The tax consequences to holders of Exchange LP Units of exchanging their Exchange LP Units are not described under “Issuer Bid Circular – Income Tax Considerations”. Holders of Exchange LP Units are urged to seek tax advice from their own tax advisors in this regard.

		We refer to the outstanding Units, including those Units that are issued upon the exchange of Exchange LP Units deposited on an as-exchanged basis in the Offer, and all other Units issued upon the exchange of


		Exchange LP Units prior to the Expiration Time and subsequently deposited in the Offer, as “Units.” See “Offer to Purchase – The Offer”.

If I hold shares (“BPYU Shares”) of Class A Stock of Brookfield Property REIT Inc. (“BPYU”), can I participate in the Offer?		The Offer is not for any BPYU Shares. A concurrent offer is being made by BPYU to purchase BPYU Shares for a purchase price per BPYU Share equal to the Purchase Price. In order for a holder of BPYU Shares to participate in the Offer, such holder must exchange all or part of their BPYU Shares in accordance with the terms of such BPYU Shares sufficiently in advance to the Expiration Time to assure holders of BPYU Shares that they will have sufficient time to comply with the procedures for tendering Units in the Offer and subsequently depositing the underlying Units in the Offer. An exchange of a BPYU Share cannot be revoked even if the Units received upon exchange thereof and tendered in the Offer are not purchased in the Offer for any reason. The tax consequences to holders of BPYU Shares of exchanging their BPYU Shares and depositing the underlying Units in the Offer are not described under “Issuer Bid Circular – Income Tax Considerations”. Holders of BPYU Shares are urged to seek tax advice from their own tax advisors in this regard.

How do I tender my Units?		To tender Units pursuant to the Offer, you must (i) deliver prior to the Expiration Time the certificates for all tendered Units (or certificates for Exchange LP Units in the case of Exchange LP Units deposited on an as-exchanged basis) in proper form for transfer, together with a properly completed and duly executed related Letter of Transmittal (with signatures that are guaranteed if so required in accordance with the related Letter of Transmittal), and any other documents required by the related Letter of Transmittal, to the Depositary, at one of the addresses listed in the related Letter of Transmittal, (ii) follow the guaranteed delivery procedure described under “Offer to Purchase – Procedure for Tendering Units”, or (iii) transfer all tendered Units pursuant to the procedures for book-entry transfer described under “Offer to Purchase – Procedure for Tendering Units”, in each case prior to the Expiration Time. If your Units are held through a broker, dealer, commercial bank, trust company or other nominee, you must request that your broker, dealer, commercial bank, trust company or other nominee tender your Units for you. You may contact the Depositary for assistance. See “Offer to Purchase – Procedure for Tendering Units” and the instructions to the related Letter of Transmittal.

May I tender only a portion of the Units I own?		Yes. You do not have to tender all of the Units you own to participate in the Offer.

What will happen if I do not tender my Units?		Upon the completion of the Offer, non-tendering Unitholders, and Unitholders who retain Units as a result of partial tender of Units or pro-ration will continue to hold the same relative ownership interest in BPY. See “Issuer Bid Circular – Purpose and Effect of the Offer”.

Once I have tendered Units in the Offer, can I withdraw my tender?		Yes. You may withdraw any Units you have tendered (i) at any time prior to the Expiration Time, (ii) at any time if we have not taken up the Units before actual receipt by the Depositary of a notice of withdrawal in respect of such Units, (iii) if we have not paid for the Units within three business days of being taken up, (iv) at any time before the expiration of 10 days from the date that a notice of change or notice of variation (other than a variation that (A) consists solely of an increase in the consideration offered for the Units under the Offer where the time for tender is not


		extended for greater than 10 days, or (B) consists solely of the waiver of a condition of the Offer) has been given in accordance with the Offer to Purchase, or (v) at any time on or after September 3, 2020 if our Company has not accepted tendered Units for payment. See “Offer to Purchase – Withdrawal Rights”.

How do I withdraw Units I previously tendered?		You must deliver, on a timely basis, a written or printed notice of your withdrawal to the Depositary at the address appearing on the back cover page of this document. A notice of withdrawal must specify your name, the number of Units to be withdrawn and the name of the registered holder of the withdrawn Units. Some additional requirements apply if the Unit certificates (or certificates for the Exchange LP Units in the case of Exchange LP Units deposited on an as-exchanged basis) to be withdrawn have been delivered to the Depositary or if your Units have been tendered under the procedure for book-entry transfer. See “Offer to Purchase – Withdrawal Rights”. If you have tendered your Units by giving instructions to a broker, dealer, commercial bank, trust company or other nominee, you must instruct your nominee to arrange for the withdrawal of your Units. Please be advised that such nominees may have their own deadlines relating to the withdrawal of your Units that differ from those set out in this Offer to Purchase. We recommend that you contact any your nominee to find out its deadline.

Can the Offer be terminated, extended or varied?		Yes. We may extend or vary the Offer in our sole discretion, subject to applicable laws. See “Offer to Purchase – Extension and Variation of the Offer”. We may also terminate the Offer under certain circumstances. See “Offer to Purchase – Conditions of the Offer”.

How will I be notified if BPY extends, varies or terminates the Offer?		We will issue a press release announcing the extension and the new Expiration Time by 9:00 a.m. (Eastern time) on the business day after the previously scheduled Expiration Time if we decide to extend the Offer. We will announce any other variation to or termination of the Offer by issuing a press release announcing such variation or termination. See “Offer to Purchase – Extension and Variation of the Offer”.

Has BPY or the Board of Directors adopted a position on the Offer?		The Board of Directors has approved the Offer and the Equity Commitment. A committee (the “Special Committee”) comprised of all of the independent directors of the Board of Directors of the General Partner was established on May 20, 2020 to consider the Offer and the Equity Commitment, particularly in light of MI 61-101 and the impact of such transactions on Unitholders unaffiliated with the Company (“Unaffiliated Unitholders”). The Special Committee, after consulting with financial and legal advisors, unanimously determined that the Equity Commitment is in the best interest of the Company, taking into account the interests of Unaffiliated Unitholders, and to recommend to the Board of Directors that it approve the financing of the Offer through the Equity Commitment. Notwithstanding the foregoing, none of BPY or its affiliates, the Board of Directors or the Depositary makes any recommendation to you or to any other Unitholder as to whether to tender or refrain from tendering Units under the Offer. You must make your own decisions as to whether to tender Units under the Offer, and, if so, how many Units to tender. See “Issuer Bid Circular – Purpose and Effect of the Offer”.


Will BPY’s directors, officers or affiliates participate in the Offer?		The directors of our General Partner, executive officers of our service providers (the “Service Providers”) appointed under our second amended and restated master services agreement dated August 27, 2018, the directors and executive officers of BAM and all persons controlling our Company (or any executive officers or directors of any person controlling our Company), have advised us that they do not intend to tender Units pursuant to the Offer. Our Company has no knowledge regarding the participation of any other of our affiliates in the Offer.

Following the Offer, will BPY continue as a public company?		Yes. We do not believe that our purchase of Units through the Offer will cause our remaining Units to be de-listed from Nasdaq or the TSX or cause us to be eligible for deregistration under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”). See “Issuer Bid Circular – Purpose and Effect of the Offer”.

What impact will the Offer have on the liquidity of the market for the Units?		The Board of Directors has determined that it is reasonable to conclude that, following completion of the Offer, there will be a market for Unitholders who do not tender their Units to the Offer that is not materially less liquid than the market that existed at the time of the making of the Offer. In addition, the Board of Directors has obtained a Liquidity Opinion from Greenhill. See “Issuer Bid Circular – Purpose and Effect of the Offer – Liquidity of Market” and Schedule A for full text of the Liquidity Opinion.

When will BPY pay for the Units I tender?		We will pay the Purchase Price (less applicable withholding taxes, if any) to Unitholders in cash, without interest, for the Units we purchase promptly after the expiration of the Offer. See “Offer to Purchase – Taking Up and Payment for Tendered Units”.

In what currency will BPY pay for the Units I tender?		The Purchase Price is denominated in United States dollars. All Unitholders who tender their Units to the Offer will receive the same Purchase Price. However, Unitholders may elect to use the Depositary’s currency exchange services to convert any amounts payable to them from United States dollars into Canadian dollars pursuant to a currency election as described in the Letter of Transmittal. See “Offer to Purchase – Taking Up and Payment for Tendered Units”.

Will I have to pay brokerage commissions if I tender my Units?		If you are a registered Unitholder and you tender your Units directly to the Depositary, you will not incur any brokerage commissions. If you hold Units through a broker, dealer, commercial bank, trust company or other nominee, we urge you to consult your broker, dealer, commercial bank, trust company or other nominee to determine whether transaction costs are applicable. See “Offer to Purchase – Taking Up and Payment for Tendered Units”.

How do holders of vested but unexercised options to acquire Units (“Unit Options”) participate in the Offer?		The Offer is made only for Units and not made for any Unit Options. Any holder of Unit Options who wishes to accept the Offer should, to the extent permitted by the terms thereof, duly exercise such Unit Options in order to tender the resulting Units in accordance with the terms and conditions of the Offer. Any such exercise must occur sufficiently in advance of the Expiration Time to assure holders of Unit Options that they will have sufficient time to comply with the procedures for tendering Units in the Offer. An exercise of a Unit Option cannot be revoked even if the Units received upon exercise thereof and tendered in the Offer are not purchased in the Offer for any reason. Holders of Unit Options that exercise such Unit Options and then tender the Units


		received on such exercise pursuant to the Offer could suffer adverse tax consequences. The tax consequences of such an exercise are not described under “Issuer Bid Circular – Income Tax Consequences”. Holders of Unit Options are urged to seek tax advice from their own tax advisors in this regard.

How do holders of restricted units (“Restricted Units”) participate in the Offer?		Holders of Restricted Units may not tender such Restricted Units in the Offer unless and until the restrictions on such Restricted Units have lapsed. If any such restrictions on such Restricted Units lapse prior to the Expiration Time, the holder may tender those Restricted Units in the Offer in accordance with the same procedures described in this Offer to Purchase for tendering Units. See “Offer to Purchase – Procedure for Tendering Units”. Holders of Restricted Units that tender their Restricted Units in the Offer could suffer adverse tax consequences. The tax consequences of tendering Restricted Units in the Offer are not described under “Issuer Bid Circular – Income Tax Consequences”. Holders of Restricted Units are urged to seek tax advice from their own tax advisors in this regard.

What are the income tax consequences if I tender my Units?		You should carefully consider the income tax consequences to you of tendering Units pursuant to the Offer. We urge you to seek advice from your own tax advisors with respect to your particular circumstances as to the tax consequences you may incur as a result of our purchase of your Units under the Offer. See “Issuer Bid Circular – Income Tax Consequences”.

Whom can I talk to if I have questions?		The Company or the Depositary can help answer your questions. The Depositary is AST Trust Company (Canada). Contact information for the Company and the Depositary is set forth on the back cover of this document.

How do I get my Units back if I have tendered them pursuant to the Offer but they are not taken up?		All Units tendered but not taken up, including Units not taken up due to pro-ration, improper tenders or Units not taken up due to the termination of the Offer, will be returned promptly after the Expiration Time or termination of the Offer without expense to the tendering Unitholder.


	Three Months Ended		Year ended December 31
	March 31, 2020		2019		2018		2017
High		1.4496		1.3600		1.3642		1.3743
Low		1.2970		1.2988		1.2288		1.2128
Average		1.3449		1.3269		1.2957		1.2986
Period end		1.4187		1.2988		1.3642		1.2545


Month	High Price (C$)		Low Price (C$)		Volume
2020
January		26.38		23.35		31,105,824
February		25.43		21.25		18,749,289
March		23.40		10.34		52,623,606
April		15.74		10.05		43,541,821
May		15.39		11.35		31,965,187
June		18.65		13.21		38,906,120


Month	High Price (US$)		Low Price (US$)		Volume
2020
January		20.13		17.98		29,825,369
February		19.13		15.78		38,920,266
March		17.47		7.11		118,685,920
April		11.27		7.10		80,622,966
May		11.19		8.02		45,098,564
June		13.95		9.65		60,832,375
July (through and including July 1)		10.32		9.95		2,365,174


Quarter	Amount (US$)
Q2 2020		0.3325
Q1 2020		0.3325
Q4 2019		0.330
Q3 2019		0.330
Q2 2019		0.330
Q1 2019		0.330
Q4 2018		0.315
Q3 2018		0.315
Q2 2018		0.315


Date of Purchase	Number of Units		From TSX (C$) Price per Unit		From Nasdaq (US$) Price per Unit		From Other Canadian Market (C$) Price per Unit		From Other U.S. Market (US$) Price per Unit
April 22, 2020		148,043		—		8.44		—		—
April 23, 2020		148,984		—		8.39		—		—
April 24, 2020		151,199		—		8.26		—		—
April 27, 2020		121,780		—		8.63		—		—


Year	Number of Units Distributed			Price Per Unit Distributed (US$)			Aggregate Proceeds Received for Distribution (US$)
2015		280,542			22.76			6,385,786.47
2016		483,141			22.93			11,078,819.52
2017		395,790			22.87			9,051,955.66
2018		21,509,094	⁽¹⁾		18.99	⁽²⁾		4,414,303.93	⁽³⁾
2019		1,114,690			19.60			21,842,411.77
2020		223,119			8.71			1,944,685.51


Date	Number of Units Distributed		Price Per Unit Distributed (US$)		Aggregate Proceeds Received for Distribution (US$)		Purpose of Transaction
June 30, 2019		57,595		19.13		1,101,675.51		DRIP	⁽¹⁾
September 30, 2019		58,065		20.17		1,170,915.55		DRIP
December 31, 2019		94,016		18.10		1,701,714.39		DRIP
March 31, 2020		223,199		8.71		1,944,685.51		DRIP


Name	Relationship with BPY or BAM	# of Units Beneficially Owned⁽¹⁾		# of Redemption- Exchange Units Beneficially Owned⁽¹⁾		# of Unit Options Beneficially Owned⁽¹⁾⁽⁶⁾		Total # of Units Beneficially Owned⁽¹⁾⁽²⁾		% of Outstanding Units Beneficially Owned⁽¹⁾⁽³⁾
BPO ETS Inc. Head Office Address: Suite 300, Brookfield Place, 181 Bay Street, Toronto, Ontario, Canada M5J 2T3	Affiliate		45		—		—		45		—	⁽⁷⁾

BAM⁽⁴⁾⁽⁵⁾ Head Office Address: Suite 300, Brookfield Place, 181 Bay Street, Toronto, Ontario, Canada M5J 2T3	Affiliate		87,099,738		432,649,105		—		519,748,843		59.72	%
Partners Limited⁽⁴⁾ Head Office Address: Suite 210, Brookfield Place, 181 Bay Street, Toronto, Ontario, Canada M5J 2T3	Affiliate		90,749,636		432,649,105		—		523,398,741		60.14	%
Brian W. Kingston⁽⁸⁾	Chief Executive Officer of one of BPY’s Service Providers, Brookfield Property Group LLC and Managing Partner of BAM		210,000		—		—		210,000		0.05	%
Bryan K. Davis⁽⁸⁾	Chief Financial Officer of one of BPY’s Service Providers, Brookfield Property Group LLC		121,187		—		—		121,187		0.03	%
A. Douglas McGregor⁽⁸⁾	Director of the General Partner		21,810		—		—		21,810		—	⁽⁷⁾
Caroline Atkinson⁽⁸⁾	Director of the General Partner		5,425		—		—		5,425		—	⁽⁷⁾
Jeffrey Blidner⁽⁸⁾	Director of the General Partner and Vice Chair of BAM		50,316		—		—		50,316		0.01	%
Lars Robert⁽⁸⁾	Director of the General Partner		45,000		—		—		45,000		0.01	%
Louis J. Maroun⁽⁸⁾	Director of the General Partner		50,000		—		—		50,000		0.01	%
Omar Carneiro da Cunha⁽⁸⁾	Director of the General Partner		17,630		—		—		17,630		—	⁽⁷⁾


(Signed) “Louis J. Maroun”						(Signed) “Lars Rodert”
Director						Director


By Mail AST Trust Company (Canada) P.O. Box 1036 Adelaide Street Postal Station Toronto, Ontario M5C 2K4 Attention: Corporate Actions						By Registered Mail, Hand or Courier AST Trust Company (Canada) 1 Toronto Street Suite 1200 Toronto, Ontario M5C 2V6 Attention: Corporate Actions


Name, Country of Citizenship, Position		Present Principal Occupation or Employment; Material Positions Held During the Past Five Years; Certain Other Information
Caroline Atkinson United States Director		Ms. Atkinson is a Senior Adviser to Rock Creek investment firm in Washington D.C. and a trustee of the International Institute of Strategic Studies in London. Ms. Atkinson is an Oxford-trained economist with more than two decades of experience working as a senior policymaker in international economics and finance and as an executive in technology. She has held senior positions at Google Inc. (“Google”) the U.S. government, The International Monetary Fund and The Bank of England. Most recently, Ms. Atkinson was the Head of Global Policy for Google. Prior to joining Google, Ms. Atkinson worked for President Barack Obama as the Deputy National Security Adviser for International Economics at the White House. She was the President’s personal representative to major international economic summits, including the G-7/8 and the G-20. She was also the Advisor to Treasury Secretaries, Robert Rubin and Lawrence Summers. She has advised leading U.S. companies on global business and economic issues. Ms. Atkinson is a Member of the Board Executive Committee for the Peterson Institute for International Economics, and a Member of Council on Foreign Relations and the Economic Club of New York.

Jeffrey M. Blidner Canada Director		Mr. Blidner has served as a director of BAM since May 2013. Mr. Blidner is Vice Chair of BAM and former Chief Executive Officer of Brookfield’s Private Funds. Mr. Blidner is also Chair of Brookfield Business Partners and Brookfield Renewable Partners and a director of BPY and Brookfield Infrastructure Partners. Before joining Brookfield in 2000, Mr. Blidner was a senior partner at a Canadian law firm.

Soon Young Chang United Arab Emirates Director		Dr. Chang is a member of the board of directors of Dubai World. Dr. Chang serves as Senior Advisor to the Investment Corporation of Dubai, providing strategic counsel and lending his global perspective to the investment arm of the Dubai Government. Dr. Chang is the founder and chairman of Midas International Asset Management Company, an international asset management fund which manages over $5 billion. He is also a founding partner of Sentinel Advisor, a New York-based arbitrage fund. Dr. Chang has served as an advisor to a variety of financial institutions, including Korea National Pension Corporation, Hyundai International Merchant Bank and Templeton-Ssangyong Investment Trust Company. Dr. Chang received his Master’s and Doctoral degrees from the George Washington University in the United States and has authored many books and articles on the subject of financial engineering.

Richard B. Clark United States Chairman of the Board, Director		Mr. Clark is Chairman of Brookfield Property Group and Chairman of the board of directors of our Company and BPYU. He has over 30 years of real estate experience. Mr. Clark has been employed by Brookfield and its predecessors since 1984 in various senior roles including President and Chief Executive Officer of Brookfield Property Group and BPY. Mr. Clark holds a Bachelor of Science in Business from the Indiana University of Pennsylvania.

Omar Carneiro da Cunha Brazil Director		Mr. Cunha is a Senior Partner with Dealmaker Ltd., a consultancy and M&A advisory firm, with a focus in telecommunications, information technology, oil & gas and retail, and has also been a Senior Partner of BOND Consultoria Empresarial e Participacoes since 1994. He was the Chairman of “Bob’s”, a Brazilian fast food company, from 1995 to 2008, a director of the Energisa Group since 1996, and a


Name, Country of Citizenship, Position		Present Principal Occupation or Employment; Material Positions Held During the Past Five Years; Certain Other Information
		director of Grupo Libra from 2010 to 2019. In 2005, Mr. Cunha was the Deputy Chairman and Chief Executive Officer of VARIG Brazilian Airline. From 1995 to 1998, Mr. Cunha was the President of AT&T Brasil and a member of the Management Committee of AT&T International. Prior to that, Mr. Cunha worked for 27 years in Brazil and abroad for the Royal Dutch/Shell Group, and was President of Shell Brasil, Billiton Metals and Shell Quimica from 1991 to 1994. Mr. Cunha is currently a member of the board of the American Chamber of Commerce for Brazil.

Scott Cutler United States Director		Mr. Cutler is the Chief Executive Officer of StockX, a private consumer e-commerce marketplace. He previously was Senior Vice President, Americas at eBay from 2017 to 2019, where he oversaw the Americas business unit, including the United States, Latin America, and Canada. Mr. Cutler joined eBay as President of eBay’s StubHub business in April 2015 after nine years as an Executive Vice President at the New York Stock Exchange (the “NYSE”). During his tenure at NYSE, Mr. Cutler transformed it into the number one global exchange and was responsible for over $1 trillion in capital raised and helped take some of the world’s most iconic brands of the last decade public. Mr. Cutler holds a B.S. degree in Economics from Brigham Young University (“BYU”) and a J.D. from the University of California, Hasting College of Law. He also serves on the board of Vibrant Emotional Health and is a trustee on the National Advisory Committee for his alma mater BYU.

Stephen DeNardo Director United States		Mr. DeNardo is currently managing director and president and Chief Executive Officer of RiverOak Investment Corp., LLC and has held this position since 1999. From 1997 to 1999 he was Partner and Senior Vice President of ING Realty Partners, where he managed a $1 billion portfolio. Prior to his employment with ING Realty Partners, he was President of ARES Realty Capital from 1991 to 1997, where he managed a $5 billion portfolio of diversified debt and equity assets. Before joining ARES Realty Capital, he was a Partner at First Winthrop Corporation. Mr. DeNardo has held a license as a Certified Public Accountant since 1978 and is a Chartered Global Management Accountant. He also has a B.S. in Accounting from Fairleigh Dickinson University.

Louis Joseph Maroun Canada Director		Mr. Maroun is the Founder and Chairman of Sigma Real Estate Advisors and Sigma Capital Corporation, which specializes in international real estate advisory services. Prior to this role, Mr. Maroun was the Executive Chairman of ING Real Estate Canada, and held executive positions in a number of real estate companies where he was responsible for overseeing operations, real estate transactions, asset and property management, as well as many other related functions. Mr. Maroun also is on the board of directors of Brookfield Renewable Energy Partners L.P., and Summit Industrial Income REIT. Mr. Maroun graduated from the University of New Brunswick in 1972 with a Bachelor’s degree, followed by a series of post graduate studies and in January of 2007, after a long and successful career in investment real estate, Mr. Maroun was elected to the position of Fellow of the Royal Institute of Chartered Surveyors.

Doug McGregor Canada Director		Mr. McGregor was the Group Head, RBC Capital Markets and RBC Investor & Treasury Services, Chairman and CEO of RBC Capital Markets, and was a member of RBC’s Group Executive. As Chairman and CEO of RBC Capital Markets, Doug had global oversight of the firm’s Corporate & Investment Banking and Global Markets activities conducted by its approximately 7,500 employees worldwide. He also directly led the investment bank’s real estate lending businesses. As Group


Name, Country of Citizenship, Position		Present Principal Occupation or Employment; Material Positions Held During the Past Five Years; Certain Other Information
		Head of RBC Investor & Treasury Services, Doug was responsible for this business’ custody, treasury and financing services for institutional clients globally. Doug holds an Honours BA (Business) and an MBA from the University of Western Ontario. Doug serves on the University Health Network’s Board of Trustees in Toronto and is a former Chairman of the Board of Directors of the Investment Industry Regulatory Organization of Canada.

Lars Rodert Canada and Sweden Director		Mr. Rodert is the founder and Chief Executive Officer of ÖstVäst Capital Management (“OVCM”). Mr. Rodert has 30 years of experience in the global investment industry. Prior to OVCM, Mr. Rodert spent 11 years as a Global Investment Manager for IKEA Treasury. Before joining IKEA, Mr. Rodert was with SEB Asset Management for 10 years as Chief Investment Officer and responsible for SEB Global Funds. Prior to SEB, Mr. Rodert spent 10 years in North America with five years at Investment Bank Gordon Capital and five years as a partner with a private investment holding company, Robur et. Securitas. Mr. Rodert is a director of PCCW Limited, an information and communications technology company. Mr. Rodert holds a Master of Science Degree in Business and Economics from Stockholm University.

Brian W. Kingston Canada Chief Executive Officer of Service Provider		Mr. Kingston is a Managing Partner at BAM and Chief Executive Officer of Brookfield Property Group and our Company. Mr. Kingston joined Brookfield in 2001 and was named CEO of our Company in 2015. Under his leadership, our Company has conducted a wide range of mergers & acquisitions activities, including investments in Forest City Realty Trust, GGP and Canary Wharf. Prior to his current role, Mr. Kingston led Brookfield’s Australian business activities, holding the positions of CEO of Brookfield Office Properties Australia, CEO of Prime Infrastructure and CFO of Multiplex.

Bryan K. Davis Canada Chief Financial Officer of Service Provider		Mr. Davis was named Chief Financial Officer in 2015. He is also a Managing Partner at BAM. Prior to that, he was Chief Financial Officer of Brookfield’s global office property company for eight years and spent five years in senior finance roles. Mr. Davis also held various senior finance positions including Chief Financial Officer of Trilon Financial Corporation, BAM’s financial services subsidiary. Prior to joining BAM in 1999, Mr. Davis was involved in providing restructuring and advisory services at Deloitte & Touche LLP. He is a Chartered Accountant and holds a Bachelor of Commerce degree from Queen’s University.


Name, Country of Citizenship, Position	Present Principal Occupation or Employment; Material Positions Held During the Past Five Years; Certain Other Information	Principal Business Address
M. Elyse Allan Canada and the United States Director	Ms. Allan has served as a director of BAM since November 2015. Ms. Allan is the former President and Chief Executive Officer of General Electric Canada Company Inc., a digital industrial company, a position she held from 2004 until June 2018, and a former Vice-President of General Electric Co. She currently serves as vice-chair of the Ontario Health Agency, as a director of MaRS Discovery District, and as Chair of the Board of Advisors at the Tuck School of Business at Dartmouth College. Ms. Allan is a Fellow at the C.D. Howe Institute and serves on its National Advisory Board. She is a former Board member of the Conference Board of Canada and the Business Council of Canada. In 2014, Ms. Allan was appointed Member of the Order of Canada.	181 Bay Street, Suite 300 Toronto, Ontario M5J 2T3, Canada

Jeffrey M. Blidner Canada Director and Vice-Chair	Mr. Blidner has served as a director of BAM since May 2013. Mr. Blidner is Vice Chair of BAM and former Chief Executive Officer of Brookfield’s Private Funds. Mr. Blidner is also Chair of Brookfield Business Partners and Brookfield Renewable Partners and a director of BPY and Brookfield Infrastructure Partners. Before joining Brookfield in 2000, Mr. Blidner was a senior partner at a Canadian law firm.	181 Bay Street, Suite 300 Toronto, Ontario M5J 2T3, Canada

Angela F. Braly United States Director	Ms. Braly has served as a director of BAM since May 2015. Ms. Braly is the former Chair of the Board, President and Chief Executive Officer of WellPoint, Inc. (“Wellpoint”), a health benefits company now known as Anthem, Inc. She was Chair of the Board of WellPoint from 2010 to 2012 and President and Chief Executive Officer and a Board member from 2007 to 2012. Prior to that, Ms. Braly served as Executive Vice President, General Counsel and Chief Public Affairs Officer of WellPoint and President and Chief Executive Officer of Blue Cross Blue Shield of Missouri.	832 Alverna Drive Indianapolis, Indiana 46260 U.S.A.


TO:		Brookfield Property Partners L.P. (“BPY”)

AND TO:		AST Trust Company (Canada), as depositary (the “Depositary” or “AST”)


BOX A				BOX B

ISSUE CHEQUE IN THE NAME OF: (please print)				SEND CHEQUE (unless Box “C” is checked) TO:


(NAME)
				(NAME)
(STREET ADDRESS & NUMBER)
				(STREET ADDRESS & NUMBER)
(CITY AND PROVINCE/STATE)
				(CITY AND PROVINCE/STATE)
(COUNTRY AND POSTAL/ZIP CODE)
				(COUNTRY AND POSTAL/ZIP CODE)
(TELEPHONE NUMBER (BUSINESS HOURS)

(SOCIAL INSURANCE OR SOCIAL SECURITY NUMBER)


		Name of Registered Owner(s):

		Date of Execution of Notice of Guaranteed Delivery:

		Name of Eligible Institution Which Guaranteed Delivery:



		AUTHORIZED SIGNATURE:				AREA CODE AND PHONE NUMBER


		NAME(S):				DATE:


		CAPACITY				U.S. Unitholders must provide their Taxpayer Identification No. or Social Security No. and complete Form W-9; Canadian Unitholders must provide their Social Insurance No.
		ADDRESS


						SSN, SIN, TIN, etc.


BOX F CURRENCY ELECTION				BOX G JURISDICTION OF RESIDENCE

All cash payments will be made in United States dollars, unless Unitholders elect to use the Depositary’s currency exchange services to convert their payment into, and have such payment made in, Canadian dollars by checking the box below. If you do not check the below box, your payment will be issued in USD$. ☐ Check here if you wish to have your cash entitlement paid in Canadian dollars (CAD$) Notice: By checking the box above, you acknowledge and agree that (a) the exchange rate for one United States dollar expressed in Canadian dollars will be the rate available from AST Trust Company (Canada), in its capacity as foreign exchange service provider, on the date the funds are converted, which rate will be based on the prevailing market rate on the date the funds are converted, and (b) the risk of any fluctuations in such rates, including risks relating to the particular date and time at which funds are converted, will be solely borne by you, the Unitholder. AST Trust Company (Canada) will act as principal in such currency conversion transactions. If you wish to receive your payment in Canadian dollars, your certificate(s) and this validly completed and duly signed Letter of Transmittal must be delivered to the Depositary.				(Please check the appropriate box) I/we hereby declare that the registered holder(s) of the certificates tendered hereunder: ☐ IS/ARE ☐ IS NOT/ARE NOT resident(s) of Canada for purposes of the Income Tax Act (Canada). Note: A non-resident of Canada is a person that is not resident, or deemed not to be resident, in Canada for purposes of the Income Tax Act (Canada) or a partnership that is not a “Canadian partnership” as defined in the Income Tax Act (Canada).


		(AUTHORIZED SIGNATURE – GUARANTOR)


		(NAME)


		(TITLE)


		(FIRM)


		(TELEPHONE NUMBER)


		(EMAIL ADDRESS)


		(DATE)