Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 11)
Brookfield Property Partners L.P.
(Name of Issuer)
Limited Partnership Units
(Title of Class of Securities)
G16249107
(CUSIP Number)
Justin B. Beber
Brookfield Asset Management Inc.
Brookfield Place, Suite 300
181 Bay Street, P.O. Box 762
Toronto, Ontario M5J 2T3
Tel: (416) 956-5182
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
July 2, 2020
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be filed for the purposes of Section 18 of the Securities Exchange Act of 1934 (the Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
(Continued on following pages)
CUSIP No. G16249107 | SCHEDULE 13D |
1 | Names of Reporting Persons
BROOKFIELD ASSET MANAGEMENT INC. | |||||
2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
| |||||
3 | SEC Use Only
| |||||
4 | Source of Funds
OO | |||||
5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)
☐ | |||||
6 | Citizenship or Place of Organization
ONTARIO | |||||
Number of Shares Beneficially Owned by Each Reporting Person With:
|
7 | Sole Voting Power
0 | ||||
8 | Shared Voting Power
522,785,158* | |||||
9 | Sole Dispositive Power
0 | |||||
10 | Shared Dispositive Power
522,785,158* | |||||
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
522,785,158* | |||||
12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
13 | Percent of Class Represented by Amount in Row (11)
59.9%** | |||||
14 | Type of Reporting Person
CO |
* This amount includes 432,649,105 redemption-exchange units of Brookfield Property L.P. and 3,036,315 shares of Class A Stock of Brookfield Property REIT Inc. See Item 5.
** Based on a total of (1) 437,639,870 limited partnership units of the Issuer issued and outstanding as of June 26, 2020, (2) 432,649,105 redemption-exchange units of Brookfield Property L.P. owned by the Reporting Person and (3) 3,036,315 shares of Class A Stock of Brookfield Property REIT Inc owned by the Reporting Person.
CUSIP No. G16249107 | SCHEDULE 13D |
1 | Names of Reporting Persons
PARTNERS LIMITED | |||||
2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
| |||||
3 | SEC Use Only
| |||||
4 | Source of Funds
AF | |||||
5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)
☐ | |||||
6 | Citizenship or Place of Organization
CANADA | |||||
Number of Shares Beneficially Owned by Each Reporting Person With:
|
7 | Sole Voting Power
36,452 | ||||
8 | Shared Voting Power
526,398,604* | |||||
9 | Sole Dispositive Power
36,452 | |||||
10 | Shared Dispositive Power
526,398,604* | |||||
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
526,435,056* | |||||
12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
13 | Percent of Class Represented by Amount in Row (11)
60.3%** | |||||
14 | Type of Reporting Person
CO |
* This amount includes 432,649,105 redemption-exchange units of Brookfield Property L.P. and 3,036,315 shares of Class A Stock of Brookfield Property REIT Inc. See Item 5.
** Based on a total of (1) 437,639,870 limited partnership units of the Issuer issued and outstanding as of June 26, 2020, (2) 432,649,105 redemption-exchange units of Brookfield Property L.P. owned by the Reporting Person and (3) 3,036,315 shares of Class A Stock of Brookfield Property REIT Inc owned by the Reporting Person.
CUSIP No. G16249107 | SCHEDULE 13D |
1 | Names of Reporting Persons
PARTNERS VALUE INVESTMENTS LP | |||||
2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
| |||||
3 | SEC Use Only
| |||||
4 | Source of Funds
N/A | |||||
5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)
☐ | |||||
6 | Citizenship or Place of Organization
ONTARIO | |||||
Number of Shares Beneficially Owned by Each Reporting Person With:
|
7 | Sole Voting Power
3,613,446 | ||||
8 | Shared Voting Power
0 | |||||
9 | Sole Dispositive Power
3,613,446 | |||||
10 | Shared Dispositive Power
0 | |||||
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
3,613,446 | |||||
12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
13 | Percent of Class Represented by Amount in Row (11)
0.8%** | |||||
14 | Type of Reporting Person
PN |
** Based on a total of 437,639,870 limited partnership units of the Issuer issued and outstanding as of June 26, 2020.
CUSIP No. G16249107
1 | Names of Reporting Persons
BROOKFIELD PROPERTY GROUP HOLDINGS SUB LP | |||||
2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
| |||||
3 | SEC Use Only
| |||||
4 | Source of Funds
N/A | |||||
5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)
☐ | |||||
6 | Citizenship or Place of Organization
ONTARIO | |||||
Number of Shares Beneficially Owned by Each Reporting Person With:
|
7 | Sole Voting Power
0 | ||||
8 | Shared Voting Power
40,048,497* | |||||
9 | Sole Dispositive Power
0 | |||||
10 | Shared Dispositive Power
40,048,497* | |||||
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
40,048,497* | |||||
12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
13 | Percent of Class Represented by Amount in Row (11)
8.6%** | |||||
14 | Type of Reporting Person
CO |
* This amount includes 26,100,760 redemption-exchange units of Brookfield Property L.P.
** Based on a total of (1) 437,639,870 limited partnership units of the Issuer issued and outstanding as of June 26, 2020 and (2) 26,100,760 redemption-exchange units of Brookfield Property L.P. owned by the Reporting Person.
CUSIP No. G16249107 | SCHEDULE 13D |
1 | Names of Reporting Persons
BPY I L.P. | |||||
2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
| |||||
3 | SEC Use Only
| |||||
4 | Source of Funds
N/A | |||||
5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)
☐ | |||||
6 | Citizenship or Place of Organization
MANITOBA | |||||
Number of Shares Beneficially Owned by Each Reporting Person With:
|
7 | Sole Voting Power
0 | ||||
8 | Shared Voting Power
53,702,050* | |||||
9 | Sole Dispositive Power
0 | |||||
10 | Shared Dispositive Power
53,702,050* | |||||
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
53,702,050* | |||||
12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
13 | Percent of Class Represented by Amount in Row (11)
10.9%** | |||||
14 | Type of Reporting Person
PN |
* Represents redemption-exchange units of Brookfield Property L.P.
** Based on a total of (1) 437,639,870 limited partnership units of the Issuer issued and outstanding as of June 26, 2020 and (2) 53,702,050 redemption-exchange units of Brookfield Property L.P. owned by the Reporting Person.
CUSIP No. G16249107 | SCHEDULE 13D |
1 | Names of Reporting Persons
BPG HOLDINGS GROUP (US) HOLDINGS INC. | |||||
2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
| |||||
3 | SEC Use Only
| |||||
4 | Source of Funds
AF | |||||
5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)
☐ | |||||
6 | Citizenship or Place of Organization
ONTARIO | |||||
Number of Shares Beneficially Owned by Each Reporting Person With:
|
7 | Sole Voting Power
0 | ||||
8 | Shared Voting Power
7,331,926* | |||||
9 | Sole Dispositive Power
0 | |||||
10 | Shared Dispositive Power
7,331,926* | |||||
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
7,331,926* | |||||
12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
13 | Percent of Class Represented by Amount in Row (11)
1.7%** | |||||
14 | Type of Reporting Person
CO |
* This amount includes 1,906,781 redemption-exchange units of Brookfield Property L.P.
** Based on a total of (1) 437,639,870 limited partnership units of the Issuer issued and outstanding as of June 26, 2020 and (2) 1,906,781 redemption-exchange units of Brookfield Property L.P. owned by the Reporting Person.
CUSIP No. G16249107 | SCHEDULE 13D |
1 | Names of Reporting Persons
BPG HOLDINGS I L.P. | |||||
2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
| |||||
3 | SEC Use Only
| |||||
4 | Source of Funds
N/A | |||||
5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)
☐ | |||||
6 | Citizenship or Place of Organization
ONTARIO | |||||
Number of Shares Beneficially Owned by Each Reporting Person With:
|
7 | td> | Sole Voting Power
0 | |||
8 | Shared Voting Power
60,000,000* | |||||
9 | Sole Dispositive Power
0 | |||||
10 | Shared Dispositive Power
60,000,000* | |||||
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
60,000,000* | |||||
12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
13 | Percent of Class Represented by Amount in Row (11)
12.1%** | |||||
14 | Type of Reporting Person
PN |
* Represents redemption-exchange units of Brookfield Property L.P.
** Based on a total of (1) 437,639,870 limited partnership units of the Issuer issued and outstanding as of June 26, 2020 and (2) 60,000,000 redemption-exchange units of Brookfield Property L.P. owned by the Reporting Person.
CUSIP No. G16249107 | SCHEDULE 13D |
1 | Names of Reporting Persons
BPG HOLDINGS II L.P. | |||||
2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
| |||||
3 | SEC Use Only
| |||||
4 | Source of Funds
N/A | |||||
5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)
☐ | |||||
6 | Citizenship or Place of Organization
ONTARIO | |||||
Number of Shares Beneficially Owned by Each Reporting Person With:
|
7 | Sole Voting Power
0 | ||||
8 | Shared Voting Power
15,781,724* | |||||
9 | Sole Dispositive Power
0 | |||||
10 | Shared Dispositive Power
15,781,724* | |||||
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
15,781,724* | |||||
12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
13 | Percent of Class Represented by Amount in Row (11)
3.5%** | |||||
14 | Type of Reporting Person
PN |
* Represents redemption-exchange units of Brookfield Property L.P.
** Based on a total of (1) 437,639,870 limited partnership units of the Issuer issued and outstanding as of June 26, 2020 and (2) 15,781,724 redemption-exchange units of Brookfield Property L.P. owned by the Reporting Person.
CUSIP No. G16249107 | SCHEDULE 13D |
1 | Names of Reporting Persons
BPG HOLDINGS III L.P. | |||||
2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
| |||||
3 | SEC Use Only
| |||||
4 | Source of Funds
N/A | |||||
5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)
☐ | |||||
6 | Citizenship or Place of Organization
ONTARIO | |||||
Number of Shares Beneficially Owned by Each Reporting Person With:
|
7 | Sole Voting Power
0 | ||||
8 | Shared Voting Power
51,419,088* | |||||
9 | Sole Dispositive Power
0 | |||||
10 | Shared Dispositive Power
51,419,088* | |||||
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
51,419,088* | |||||
12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
13 | Percent of Class Represented by Amount in Row (11)
10.5%** | |||||
14 | Type of Reporting Person
PN |
* Represents redemption-exchange units of Brookfield Property L.P.
** Based on a total of (1) 437,639,870 limited partnership units of the Issuer issued and outstanding as of June 26, 2020 and (2) 51,419,088 redemption-exchange units of Brookfield Property L.P. owned by the Reporting Person.
CUSIP No. G16249107 | SCHEDULE 13D |
1 | Names of Reporting Persons
BPG HOLDINGS IV L.P. | |||||
2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
| |||||
3 | SEC Use Only
| |||||
4 | Source of Funds
N/A | |||||
5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)
☐ | |||||
6 | Citizenship or Place of Organization
ONTARIO | |||||
Number of Shares Beneficially Owned by Each Reporting Person With:
|
7 | Sole Voting Power
0 | ||||
8 | Shared Voting Power
60,319,088* | |||||
9 | Sole Dispositive Power
0 | |||||
10 | Shared Dispositive Power
60,319,088* | |||||
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
60,319,088* | |||||
12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
13 | Percent of Class Represented by Amount in Row (11)
12.1%** | |||||
14 | Type of Reporting Person
PN |
* Represents redemption-exchange units of Brookfield Property L.P.
** Based on a total of (1) 437,639,870 limited partnership units of the Issuer issued and outstanding as of June 26, 2020 and (2) 60,319,088 redemption-exchange units of Brookfield Property L.P. owned by the Reporting Person.
CUSIP No. G16249107 | SCHEDULE 13D |
1 | Names of Reporting Persons
BPG HOLDINGS ALBERTA L.P. | |||||
2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
| |||||
3 | SEC Use Only
| |||||
4 | Source of Funds
N/A | |||||
5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)
☐ | |||||
6 | Citizenship or Place of Organization
ONTARIO | |||||
Number of Shares Beneficially Owned by Each Reporting Person With:
|
7 | Sole Voting Power
0 | ||||
8 | Shared Voting Power
50,000,000* | |||||
9 | Sole Dispositive Power
0 | |||||
10 | Shared Dispositive Power
50,000,000* | |||||
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
50,000,000* | |||||
12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
13 | Percent of Class Represented by Amount in Row (11)
10.3%** | |||||
14 | Type of Reporting Person
PN |
* Represents redemption-exchange units of Brookfield Property L.P.
** Based on a total of (1) 437,639,870 limited partnership units of the Issuer issued and outstanding as of June 26, 2020 and (2) 50,000,000 redemption-exchange units of Brookfield Property L.P. owned by the Reporting Person.
CUSIP No. G16249107 | SCHEDULE 13D |
1 | Names of Reporting Persons
BPG INVESTMENT HOLDINGS L.P. | |||||
2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
| |||||
3 | SEC Use Only
| |||||
4 | Source of Funds
N/A | |||||
5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)
☐ | |||||
6 | Citizenship or Place of Organization
ONTARIO | |||||
Number of Shares Beneficially Owned by Each Reporting Person With:
|
7 | Sole Voting Power
0 | ||||
8 | Shared Voting Power
8,387,345* | |||||
9 | Sole Dispositive Power
0 | |||||
10 | Shared Dispositive Power
8,387,345* | |||||
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
8,387,345* | |||||
12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
13 | Percent of Class Represented by Amount in Row (11)
1.9%** | |||||
14 | Type of Reporting Person
PN |
* Represents redemption-exchange units of Brookfield Property L.P.
** Based on a total of (1) 437,639,870 limited partnership units of the Issuer issued and outstanding as of June 26, 2020 and (2) 8,387,345 redemption-exchange units of Brookfield Property L.P. owned by the Reporting Person.
CUSIP No. G16249107 | SCHEDULE 13D |
1 | Names of Reporting Persons
BPG FINANCE INVESTOR L.P. | |||||
2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
| |||||
3 | SEC Use Only
| |||||
4 | Source of Funds
N/A | |||||
5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)
☐ | |||||
6 | Citizenship or Place of Organization
ONTARIO | |||||
Number of Shares Beneficially Owned by Each Reporting Person With:
|
7 | Sole Voting Power
0 | ||||
8 | Shared Voting Power
71,000,000* | |||||
9 | Sole Dispositive Power
0 | |||||
10 | Shared Dispositive Power
71,000,000* | |||||
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
71,000,000* | |||||
12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
13 | Percent of Class Represented by Amount in Row (11)
14.0%** | |||||
14 | Type of Reporting Person
PN |
* Represents redemption-exchange units of Brookfield Property L.P.
** Based on a total of (1) 437,639,870 limited partnership units of the Issuer issued and outstanding as of June 26, 2020 and (2) 71,000,000 redemption-exchange units of Brookfield Property L.P. owned by the Reporting Person.
CUSIP No. G16249107 | SCHEDULE 13D |
1 | Names of Reporting Persons
BPGUSH L.P. (ONTARIO) | |||||
2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
| |||||
3 | SEC Use Only
| |||||
4 | Source of Funds
N/A | |||||
5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)
☐ | |||||
6 | Citizenship or Place of Organization
ONTARIO | |||||
Number of Shares Beneficially Owned by Each Reporting Person With:
|
7 | Sole Voting Power
0 | ||||
8 | Shared Voting Power
9,000,000* | |||||
9 | Sole Dispositive Power
0 | |||||
10 | Shared Dispositive Power
9,000,000* | |||||
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
9,000,000* | |||||
12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
13 | Percent of Class Represented by Amount in Row (11)
2.0%** | |||||
14 | Type of Reporting Person
PN |
* Represents redemption-exchange units of Brookfield Property L.P.
** Based on a total of (1) 437,639,870 limited partnership units of the Issuer issued and outstanding as of June 26, 2020 and (2) 9,000,000 redemption-exchange units of Brookfield Property L.P. owned by the Reporting Person.
CUSIP No. G16249107 | SCHEDULE 13D |
1 | Names of Reporting Persons
BPY (2013) CORP. | |||||
2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
| |||||
3 | SEC Use Only
| |||||
4 | Source of Funds
N/A | |||||
5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)
☐ | |||||
6 | Citizenship or Place of Organization
ONTARIO | |||||
Number of Shares Beneficially Owned by Each Reporting Person With:
|
7 | Sole Voting Power
0 | ||||
8 | Shared Voting Power
720,064 | |||||
9 | Sole Dispositive Power
0 | |||||
10 | Shared Dispositive Power
720,064 | |||||
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
720,064 | |||||
12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
13 | Percent of Class Represented by Amount in Row (11)
0.2%* | |||||
14 | Type of Reporting Person
CO |
* Based on a total of 437,639,870 limited partnership units of the Issuer issued and outstanding as of June 26, 2020.
CUSIP No. G16249107 | SCHEDULE 13D |
1 | Names of Reporting Persons
BROOKFIELD GLOBAL PROPERTY ADVISOR LIMITED | |||||
2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
| |||||
3 | SEC Use Only
| |||||
4 | Source of Funds
N/A | |||||
5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)
☐ | |||||
6 | Citizenship or Place of Organization
ENGLAND AND WALES | |||||
Number of Shares Beneficially Owned by Each Reporting Person With:
|
7 | Sole Voting Power
0 | ||||
8 | Shared Voting Power
75,000 | |||||
9 | Sole Dispositive Power
0 | |||||
10 | Shared Dispositive Power
75,000 | |||||
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
75,000 | |||||
12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
13 | Percent of Class Represented by Amount in Row (11)
0.02%* | |||||
14 | Type of Reporting Person
PN |
* Based on a total of 437,639,870 limited partnership units of the Issuer issued and outstanding as of June 26, 2020.
CUSIP No. G16249107 | SCHEDULE 13D |
1 | Names of Reporting Persons
BPGH Sub Inc. | |||||
2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
| |||||
3 | SEC Use Only
| |||||
4 | Source of Funds
OO | |||||
5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)
☐ | |||||
6 | Citizenship or Place of Organization
ONTARIO | |||||
Number of Shares Beneficially Owned by Each Reporting Person With:
|
7 | Sole Voting Power
0 | ||||
8 | Shared Voting Power
22,713,516 | |||||
9 | Sole Dispositive Power
0 | |||||
10 | Shared Dispositive Power
22,713,516 | |||||
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
22,713,516 | |||||
12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
13 | Percent of Class Represented by Amount in Row (11)
5.2%* | |||||
14 | Type of Reporting Person
CO |
* Based on a total of 437,639,870 limited partnership units of the Issuer issued and outstanding as of June 26, 2020.
CUSIP No. G16249107< /td> | SCHEDULE 13D |
1 | Names of Reporting Persons
Brookfield US Holdings Inc. | |||||
2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
| |||||
3 | SEC Use Only
| |||||
4 | Source of Funds
N/A | |||||
5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)
☐ | |||||
6 | Citizenship or Place of Organization
ONTARIO | |||||
Number of Shares Beneficially Owned by Each Reporting Person With:
|
7 | Sole Voting Power
0 | ||||
8 | Shared Voting Power
69,250,545* | |||||
9 | Sole Dispositive Power
0 | |||||
10 | Shared Dispositive Power
69,250,545* | |||||
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
69,250,545* | |||||
12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
13 | Percent of Class Represented by Amount in Row (11)
15.0%* | |||||
14 | Type of Reporting Person
CO |
* This amount includes 25,032,269 redemption-exchange units of Brookfield Property L.P.
** Based on a total of (1) 437,639,870 limited partnership units of the Issuer issued and outstanding as of June 26, 2020 and (2) 25,032,269 redemption-exchange units of Brookfield Property L.P. owned by the Reporting Person.
EXPLANATORY NOTE
This Amendment No. 11 to Schedule 13D (this Amendment No. 11) is being filed to report the entry by Brookfield Asset Management Inc. (BAM) into the Equity Commitment Agreement, dated July 2, 2020 (the Equity Commitment), with Brookfield Property Partners L.P. (the Issuer) and Brookfield Property L.P. (Property LP). Information reported and defined terms used in the original Schedule 13D, as amended, remain in effect except to the extent that they are amended or superseded by information or defined terms contained in this Amendment No. 11.
2. Identity and Background.
Item 2 of this Schedule 13D is hereby amended and supplemented as follows:
Schedule I hereto updates the list of the directors and executive officers, and their respective principal occupations, addresses, and citizenships, of BAM.
3. Source and Amendment of Funds or Other Consideration.
Item 3 of this Schedule 13D is hereby supplemented to include the information set forth in Item 6 below.
4. Purpose of the Transaction.
Item 4 of this Schedule 13D is hereby supplemented to include the information set forth in Item 6 below.
5. Interest in Securities of the Issuer.
Items 5(a)-(b) are hereby amended and restated in their entirety as follows:
(a)-(b) As of the date hereof, Partners Value Investments LP (PVI LP) may be deemed to be the beneficial owner of 3,613,446 Units and such Units represe nt 0.8% of the issued and outstanding Units. BAM may be deemed to be the beneficial owner of 87,099,738 Units and Partners may be deemed to be the beneficial owner of 90,749,636 Units (including the Units directly owned by Partners and beneficially owned by BAM and PVI LP), and such Units constitute approximately 19.9% and 20.6%, respectively, of the issued and outstanding Units. The Units deemed to be beneficially owned by BAM include 5,425,145 Units beneficially owned by BPGHG(US), 720,064 Units beneficially owned by BPY (2013), 75,000 Units beneficially owned by BG PAL, 44,218,276 Units beneficially owned by BUSHI, 22,713,516 Units beneficially owned by BPGH Sub and 13,947,737 Units owned by Sub LP.
BAM also holds, through Brookfield Property Group LLC, 3,036,315 shares of Brookfield Property REIT Inc. (BPYU) Class A Stock. Holders of BPYU Class A Stock have the right to exchange each share of BPYU Class A Stock for one Unit, or the cash equivalent of one Unit, at the election of BPY. The BPYU Class A Stock owned by Brookfield Property Group LLC represent approximately 0.7% of the Units assuming that all of the shares of BPYU Class A Stock held by Brookfield Property Group LLC were exchanged for Units in accordance with the terms of the BPYU certificate of incorporation.
In addition, BAM holds, through BPY I L.P., BPY II L.P., BPGHG(US), BPGH Sub, BPG Holdings I L.P., BPG Holdings II L.P., BPG Holdings III L.P., BPG Holdings IV L.P., BPG Holdings Alberta L.P., BPG Investment Holdings L.P., BPG Finance Investor L.P., BPGUSH L.P. (Ontario), BUSHI and Sub LP, an aggregate of 432,649,105 redemption-exchange units of Property LP. Such redemption-exchange units held indirectly by BAM represent 100% of the redemption-exchange units of Property LP and approximately 49.7% of the Units assuming that all of the redemption-exchange units of Property LP were exchanged for Units pursuant to the redemption-exchange mechanism.
Assuming that (i) all of the redemption-exchange units of Property LP were exchanged for Units pursuant to the redemption-exchange mechanism, and (ii) all of the shares of BPYU Class A Stock held by Brookfield Property Group LLC were exchanged for Units in accordance with the terms of the BPYU certificate of incorporation, as of
the date hereof, BAM may be deemed to be the beneficial owner of 522,785,158 Units and Partners may be deemed to be the beneficial owner of 526,425,056 Units, and such Units would constitute approximately 59.9% and 60.3%, respectively, of the issued and outstanding Units.
PVI LP may be deemed to have the sole power to vote or direct the Units beneficially owned by it. The Units deemed to be beneficially owned by Partners include the Units directly held by Partners and Units deemed to be beneficially owned by BAM and PVI LP. Partners may be deemed to have shared power with BAM and PVI LP to vote or direct the vote of the Units beneficially owned by it or to dispose of such Units.
On May 13, 2020, BAM Voting Trust (the Trust) entered into an agreement with Partners to purchase all of BAMs issued and outstanding Class B Limited Voting Shares (the BAM Class B Shares). Closing of this transaction is subject to customary consents and regulatory approvals being obtained, following which the BAM Class B Shares will be transferred from Partners Limited to the Trust. Upon completion of this transaction, Partners will cease to be deemed a beneficial owner of the Units beneficially owned by BAM.
6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Item 6 of this Schedule 13D is hereby amended to add the following:
BAM has provided the Equity Commitment to the Issuer in order to provide funding for the Issuer to complete, directly or indirectly, one or more repurchases of Units for an aggregate amount up to US$1 billion. The Equity Commitment can be drawn down by the Issuer until December 31, 2020. The Equity Commitment will be funded as to 50% from cash on hand and the remainder from managed accounts on behalf of certain of BAMs institutional clients.
The Issuer will pay for Units purchased in the recently announced tender offer (the Offer) by the Issuer to purchase up to 74,166,670 Units for US$12.00 per Unit (the Purchase Price) by drawing on the Equity Commitment from BAM. In accordance with the Equity Commitment, following a draw down notice from the Issuers general partner to BAM and satisfaction of customary closing conditions, BAM and/or one or more of its affiliates will be issued the same number of Units and/or redemption-exchange units of Property LP (REUs) as are acquired, directly or indirectly, at a purchase price per Unit or REU, as applicable, equal to the Purchase Price. Under applicable U.S. securities laws, BAM may be deemed to be a co-bidder with the Issuer with respect to the Offer.
7. Material to be filed as Exhibits.
Item 7 of this Schedule 13D is hereby amended to add the following exhibits:
Exhibit 12. | Equity Commitment Agreement, dated as of July 2, 2020, between Brookfield Asset Management Inc., Brookfield Property Partners L.P. and Brookfield Property L.P. |
SIGNATURE
After reasonable inquiry and to the best of each undersigneds knowledge and belief, the undersigned certifies as to itself that the information set forth in this statement is true, complete and correct.
Dated: July 6, 2020
BROOKFIELD ASSET MANAGEMENT INC. | ||||
By: | /s/ Jessica Diab | |||
Name: | Jessica Diab | |||
Title: | Vice President | |||
PARTNERS LIMITED | ||||
By: | /s/ Brian Lawson | |||
Name: | Brian Lawson | |||
Title: | President | |||
PARTNERS VALUE INVESTMENTS LP, by its general partner, PVI MANAGEMENT INC. | ||||
By: | /s/ Leslie Yuen | |||
Name: | Leslie Yuen | |||
Title: | Director of Finance | |||
BROOKFIELD PROPERTY GROUP HOLDINGS SUB LP, by its general partner, BPG HOLDINGS GROUP (US) GP INC. | ||||
By: | /s/ Christopher Wong | |||
Name: | Christopher Wong | |||
Title: | Vice President | |||
BPY I L.P., by its general partner, BPY GP INC. | ||||
By: | /s/ Christopher Wong | |||
Name: | Christopher Wong | |||
Title: | Vice President | |||
BPG HOLDINGS GROUP (US) HOLDINGS INC. | ||||
By: | /s/ Christopher Wong | |||
Name: | Christopher Wong | |||
Title: | Vice President | |||
BPG HOLDINGS I L.P., by its general partner, BPG HOLDINGS GROUP (US) GP INC. | ||||
By: | /s/ Christopher Wong | |||
Name: | Christopher Wong | |||
Title: | Vice President | |||
BPG HOLDINGS II L.P., by its general partner, BPG HOLDINGS GROUP (US) GP INC. | ||||
By: | /s/ Christopher Wong | |||
Name: | Christopher Wong | |||
Title: | Vice President | |||
BPG HOLDINGS III L.P., by its general partner, BPG HOLDINGS GROUP (US) GP INC. | ||||
By: | /s/ Christopher Wong | |||
Name: | Christopher Wong | |||
Title: | Vice President |
BPG HOLDINGS IV L.P., by its general partner, BPG HOLDINGS GROUP (US) GP INC. | ||||
By: | /s/ Christopher Wong | |||
Name: | Christopher Wong | |||
Title: | Vice President | |||
BPG HOLDINGS ALBERTA L.P., by its general partner, BPG HOLDINGS GROUP (US) GP INC. | ||||
By: | /s/ Christopher Wong | |||
Name: | Christopher Wong | |||
Title: | Vice President | |||
BPG INVESTMENT HOLDINGS L.P., by its general partner, BPG HOLDINGS GROUP (US) GP INC. | ||||
By: | /s/ Christopher Wong | |||
Name: | Christopher Wong | |||
Title: | Vice President | |||
BPG FINANCE INVESTOR L.P., by its general partner, BPG HOLDINGS GROUP (US) GP INC. | ||||
By: | /s/ Christopher Wong | |||
Name: | Christopher Wong | |||
Title: | Vice President | |||
BPGUSH L.P. (ONTARIO), by its general partner, BPG HOLDINGS GROUP (US) GP INC. | ||||
By: | /s/ Christopher Wong | |||
Name: | Christopher Wong | |||
Title: | Vice President | |||
BPY (2013) CORP. | ||||
By: | /s/ Christopher Wong | |||
Name: | Christopher Wong | |||
Title: | Vice President | |||
BROOKFIELD GLOBAL PROPERTY ADVISOR LIMITED | ||||
By: | /s/ Philippa Elder | |||
Name: | Philippa Elder | |||
Title: | Director and Secretary | |||
BPGH SUB INC. | ||||
By: | /s/ Christopher Wong | |||
Name: | Christopher Wong | |||
Title: | Vice President | |||
BROOKFIELD US HOLDINGS INC. | ||||
By: | /s/ Katayoon Sarpash | |||
Name: | Katayoon Sarpash | |||
Title: | Vice President and Secretary |
SCHEDULE I
BROOKFIELD ASSET MANAGEMENT INC.
Name and Position of |
Principal Business |
Principal Occupation or |
Citizenship | |||
M. Elyse Allan, Director |
181 Bay Street, Suite 300 Toronto, ON M5J 2T3 |
Corporate Director | U.S.A. and Canada | |||
Justin Beber, Managing Partner, Head of Corporate Strategy and Chief Legal Officer |
181 Bay Street, Suite 300 Toronto, ON M5J 2T3 |
Managing Partner, Head of Corporate Strategy and Chief Legal Officer of BAM | Canada | |||
Jeffrey M. Blidner, Vice Chairman and Director |
181 Bay Street, Suite 300 Toronto, ON M5J 2T3 |
Vice Chairman of BAM | Canada | |||
Angela F. Braly, Director |
The Braly Group LLC 46260 |
President & Founder, The Braly Group, LLC | U.S.A. | |||
Jack L. Cockwell, Director |
c/o 51 Yonge Street, Suite 400, Toronto, Ontario |
Chairman of Brookfield Partners Foundation | Canada | |||
Marcel R. Coutu, Director |
c/o Suite 1210, 225 6th Ave. S.W., Calgary, Alberta |
Corporate Director | Canada | |||
Maureen Kempston Drakes, Director |
10 Avoca Avenue, Unit 1904, Toronto, Ontario M4T 2B7, Canada |
Corporate Director of BAM and former President, Latin America, Africa and Middle East of General Motors Corporation | Canada | |||
Murilo Ferreira, Director |
Rua General Venãncio Flores, 50 Cob 01, Leblon Rio de Janeiro, RJ 22441-090 |
Former CEO of Vale SA | Brazil | |||
J. Bruce Flatt, Director and Chief Executive Officer |
One Canada Square, Level 25, Canary Wharf, London, E14 5AA, United Kingdom |
Chief Executive Officer of BAM | Canada | |||
Nicholas H. Goodman, Chief Financial Officer |
c/o 181 Bay Street, Suite 300, Brookfield Place, Toronto, Ontario M5J 2T3, Canada |
Chief Financial Officer of BAM | United Kingdom | |||
Brian W. Kingston, Senior Managing Partner, Chief Executive Officer Real Estate |
250 Vesey Street, 15th Floor, New York, NY 10281- 1023 U.S.A. |
Managing Partner, Chief Executive Officer Real Estate | Canada | |||
Brian D. Lawson, Vice Chair |
181 Bay Street, Suite 300 Toronto, ON M5J 2T3 |
Vice Chairman of BAM | Canada | |||
Cyrus Madon, Managing Partner, Chief Executive Officer Private Equity |
181 Bay Street, Suite 300 Toronto, ON M5J 2T3 |
Managing Partner, Chief Executive Officer Private Equity | Canada | |||
Howard S. Marks, Director |
333 S. Grand Avenue, 28th Floor, Los Angeles, CA 90071, U.S.A. |
Deputy Chairman, Oaktree Capital Management Inc. | U.S.A. |
Frank J. McKenna, Director |
TDCT Tower 161 Bay Street, 35th Floor, Toronto, Ontario M5J 2T2, Canada |
Chair of BAM and Deputy Chair of TD Bank Group, Wholesale | Canada | |||
Rafael Miranda, Director |
C/Santiago de Compostela 100 28025 Madrid, Spain |
Corporate Director | Spain | |||
Craig Noble, Managing Partner, Chief Executive Officer Alternative Investments |
181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada |
Managing Partner, Chief Executive Officer Alternative Investments | Canada | |||
Lord Augustine Thomas ODonnell, Director | Frontier Economics Limited 71 High Holborn London, U.K. WC1V 6DA |
Chairman, Frontier Economics Limited | United Kingdom | |||
Lori Pearson, Managing Partner and Chief Operating Officer |
181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada |
Managing Partner and Chief Operating Officer | Canada | |||
Janice Fukakusa, Director |
181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada |
Corporate Director | Canada | |||
Samuel J.B. Pollock, Managing Partner, Chief Executive Officer Infrastructure |
181 Bay Street, Suite 300 Toronto, ON M5J 2T3 |
Managing Partner, Chief Executive Officer Infrastructure | Canada | |||
Ngee Huat Seek, Director |
501 Orchard Road, #08 01 Wheelock Place, Singapore 238880 |
Chairman, Global Logistic Properties | Singapore | |||
Sachin Shah, Managing Partner, Chief Executive Officer Renewable Power |
181 Bay Street, Suite 300 Toronto, Ontario, M5J 2T3, Canada |
Manag ing Partner, Chief Executive Officer Renewable Power | Canada | |||
Diana L. Taylor, Director |
c/o Bloomberg Philanthropies 25 East 78th Floor New York, N.Y. 10075 |
Corporate Director | U.S.A. and Canada |