Sec Form 13D Filing - BROOKFIELD Corp filing for BROOKFIELD PPTY PFD LP UNIT LT (BPYPM) - 2020-07-06

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 person’s 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    

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 BAM’s 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 BAM’s 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 Issuer’s 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 undersigned’s 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
Officer or Director

  

Principal Business
Address

  

Principal Occupation or
Employment

  

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
832 Alverna Drive, Indianapolis, Indiana

46260
U.S.A.

   President & Founder, The Braly Group, LLC    U.S.A.

Jack L. Cockwell,

Director

  

c/o 51 Yonge Street, Suite 400, Toronto,

Ontario
M5E 1J1, Canada

   Chairman of Brookfield Partners Foundation    Canada

Marcel R. Coutu,

Director

  

c/o Suite 1210, 225 — 6th Ave. S.W.,

Calgary, Alberta
T2P 1N2 Canada

   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 O’Donnell, 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