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. 14)
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)
November 20, 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 With |
7 |
Sole Voting Power
0 | ||||
8 | Shared Voting Power
600,997,978* | |||||
9 | Sole Dispositive Power
0 | |||||
10 | Shared Dispositive Power
600,997,978* | |||||
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
600,997,978* | |||||
12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
13 | Percent of Class Represented by Amount in Row (11)
67.5%** | |||||
14 | Type of Reporting Person
| |||||
CO |
* | This amount includes 451,365,017 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) 435,774,610 limited partnership units of the Issuer issued and outstanding as of November 30, 2020, (2) 451,365,017 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
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
CANADA | |||||
Number of With |
7 | Sole Voting Power
36,452 | ||||
8 | Shared Voting Power
604,611,424* | |||||
9 | Sole Dispositive Power
36,452 | |||||
10 | Shared Dispositive Power
604,611,424* | |||||
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
604,647,876* | |||||
12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
13 | Percent of Class Represented by Amount in Row (11)
67.9%** | |||||
14 | Type of Reporting Person
| |||||
CO |
* | This amount includes 451,365,017 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) 435,774,610 limited partnership units of the Issuer issued and outstanding as of November 30, 2020, (2) 451,365,017 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 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 |
* | Partners Value Investments LP has sole voting and dispositive power through its 100% owned subsidiary, Partners Value Investments Inc. |
** | Based on a total of 435,774,610 limited partnership units of the Issuer issued and outstanding as of November 30, 2020. |
CUSIP No. G16249107 | SCHEDULE 13D |
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 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)
8.7%** | |||||
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) 435,774,610 limited partnership units of the Issuer issued and outstanding as of November 30, 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
BROOKFIELD PROPERTY GROUP LLC | |||||
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
DELAWARE | |||||
Number of With |
7 | Sole Voting Power
0 | ||||
8 | Shared Voting Power
3,036,315* | |||||
9 | Sole Dispositive Power
0 | |||||
10 | Shared Dispositive Power
3,036,315* | |||||
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
3,036,315* | |||||
12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
13 | Percent of Class Represented by Amount in Row (11)
0.7%** | |||||
14 | Type of Reporting Person
| |||||
OO |
* | Represents shares of Class A Stock of Brookfield Property REIT Inc. |
** | Based on a total of (1) 435,774,610 limited partnership units of the Issuer issued and outstanding as of November 30, 2020 and (2) 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
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 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)
11.0%** | |||||
14 | Type of Reporting Person
| |||||
PN |
* | Represents redemption-exchange units of Brookfield Property L.P. |
** | Based on a total of (1) 435,774,610 limited partnership units of the Issuer issued and outstanding as of November 30, 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
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 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) 435,774,610 limited partnership units of the Issuer issued and outstanding as of November 30, 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 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) 435,774,610 limited partnership units of the Issuer issued and outstanding as of November 30, 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 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) 435,774,610 limited partnership units of the Issuer issued and outstanding as of November 30, 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 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)
10.6%** | |||||
14 | Type of Reporting Person
| |||||
PN |
* | Represents redemption-exchange units of Brookfield Property L.P. |
** | Based on a total of (1) 435,774,610 limited partnership units of the Issuer issued and outstanding as of November 30, 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 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)
12.2%** | |||||
14 | Type of Reporting Person
| |||||
PN |
* | Represents redemption-exchange units of Brookfield Property L.P. |
** | Based on a total of (1) 435,774,610 limited partnership units of the Issuer issued and outstanding as of November 30, 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
BPGH NEW HLP HOLDINGS 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 With |
7 |
Sole Voting Power
0 | ||||
8 | Shared Voting Power
18,715,912* | |||||
9 | Sole Dispositive Power
0 | |||||
10 | Shared Dispositive Power
18,715,912* | |||||
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
18,715,912* | |||||
12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
13 | Percent of Class Represented by Amount in Row (11)
4.1%** | |||||
14 | Type of Reporting Person
| |||||
PN |
* | Represents redemption-exchange units of Brookfield Property L.P. |
** | Based on a total of (1) 435,774,610 limited partnership units of the Issuer issued and outstanding as of November 30, 2020 and (2) 18,715,912 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 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) 435,774,610 limited partnership units of the Issuer issued and outstanding as of November 30, 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 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) 435,774,610 limited partnership units of the Issuer issued and outstanding as of November 30, 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 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) 435,774,610 limited partnership units of the Issuer issued and outstanding as of November 30, 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 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) 435,774,610 limited partnership units of the Issuer issued and outstanding as of November 30, 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 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 435,774,610 limited partnership units of the Issuer issued and outstanding as of November 30, 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 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 435,774,610 limited partnership units of the Issuer issued and outstanding as of November 30, 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
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 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 435,774,610 limited partnership units of the Issuer issued and outstanding as of November 30, 2020. |
CUSIP No. G16249107 | SCHEDULE 13D |
1 | Names of Reporting Persons
BROOKFIELD US HOLD INGS 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 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) 435,774,610 limited partnership units of the Issuer issued and outstanding as of November 30, 2020 and (2) 25,032,269 redemption-exchange units of Brookfield Property L.P. owned by the Reporting Person. |
CUSIP No. G16249107 | SCHEDULE 13D |
1 | Names of Reporting Persons
BPGUSH NEW SUBCO LP | |||||
2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
| |||||
3 | SEC Use Only
| |||||
4 | Source of Funds
WC | |||||
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 With |
7 | Sole Voting Power
0 | ||||
8 | Shared Voting Power
28,762,898 | |||||
9 | Sole Dispositive Power
0 | |||||
10 | Shared Dispositive Power
28,762,898 | |||||
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
28,762,898 | |||||
12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
13 | Percent of Class Represented by Amount in Row (11)
6.6%* | |||||
14 | Type of Reporting Person
| |||||
PN |
* | Based on a total of 435,774,610 limited partnership units of the Issuer issued and outstanding as of November 30, 2020. |
CUSIP No. G16249107 | SCHEDULE 13D |
1 | Names of Reporting Persons
BROOKFIELD REAL ESTATE PARTNERS (A) SIB 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
DELAWARE | |||||
Number of With |
7 | Sole Voting Power
0 | ||||
8 | Shared Voting Power
9,519,641 | |||||
9 | Sole Dispositive Power
0 | |||||
10 | Shared Dispositive Power
9,519,641 | |||||
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
9,519,641 | |||||
12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
13 | Percent of Class Represented by Amount in Row (11)
2.2%* | |||||
14 | Type of Reporting Person
| |||||
PN |
* | Based on a total of 435,774,610 limited partnership units of the Issuer issued and outstanding as of November 30, 2020. |
CUSIP No. G16249107 | SCHEDULE 13D |
1 | Names of Reporting Persons
BROOKFIELD REAL ESTATE PARTNERS (Q) SIB 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
DELAWARE | |||||
Number of With |
7 | Sole Voting Power
0 | ||||
8 | Shared Voting Power
13,376,929 | |||||
9 | Sole Dispositive Power
0 | |||||
10 | Shared Dispositive Power
13,376,929 | |||||
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
13,376,929 | |||||
12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
13 | Percent of Class Represented by Amount in Row (11)
3.1%* | |||||
14 | Type of Reporting Person
| |||||
PN |
* | Based on a total of 435,774,610 limited partnership units of the Issuer issued and outstanding as of November 30, 2020. |
CUSIP No. G16249107 | SCHEDULE 13D |
1 | Names of Reporting Persons
BROOKFIELD REAL ESTATE PARTNERS (K) SIB HOLDINGS L.P. | |||||
2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
| |||||
3 | SEC Use Only
| |||||
4 | Source of Funds
WC | |||||
5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)
☐ | |||||
6 | Citizenship or Place of Organization
CAYMAN ISLANDS | |||||
Number of With |
7 | Sole Voting Power
0 | ||||
8 | Shared Voting Power
7,837,440 | |||||
9 | Sole Dispositive Power
0 | |||||
10 | Shared Dispositive Power
7,837,440 | |||||
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
7,837,440 | |||||
12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
13 | Percent of Class Represented by Amount in Row (11)
1.8%* | |||||
14 | Type of Reporting Person
| |||||
PN |
* | Based on a total of 435,774,610 limited partnership units of the Issuer issued and outstanding as of November 30, 2020. |
EXPLANATORY NOTE
This Amendment No. 14 to Schedule 13D (this Amendment No. 14) is being filed to report the acquisition by Brookfield Asset Management Inc. (BAM) and its affiliates of an aggregate of 22,836,392 limited partnership units (the Units) of Brookfield Property Partners L.P. (the Issuer or BPY) in accordance with the terms of the Equity Commitment Agreement, dated July 2, 2020 (the Equity Commitment), between BAM, the Issuer and Brookfield Property L.P. (Property LP).
Information reported and defined terms used in the original Schedule 13D, as amended (this Schedule 13D), remain in effect except to the extent that they are amended or superseded by information or defined terms contained in this Amendment No. 14. This Amendment No. 14 also reflects certain inter-company transactions among the Reporting Persons.
2. Identity and Background.
Schedules I to IV hereto set forth an updated list of all the directors and executive officers (to be included as Scheduled Persons), and their respective principal occupations, addresses, and citizenships, of BAM, Partners Limited (Partners), Brookfield Global Property Advisor Limited (BG PAL) and Brookfield US Holdings Inc. (BUSHI), respectively.
3. Source and Amendment of Funds or Other Consideration.
Item 3 of this Schedule 13D is hereby supplemented to include the following information:
On October 30, 2020, Brookfield Property Group LLC (BPG LLC) transferred 3,082,942 Units and 1,939,360 Units to Brookfield Real Estate Partners (A) SIB L.P. (A SIB LP) and BPGUSH New Subco LP (BPGUSH Subco), respectively.
From September 29, 2020 until November 6, 2020, the Issuer took up and purchased for cancellation in open market transactions on the Toronto Stock Exchange and the Nasdaq Stock Market an aggregate of 20,222,827 Units at average prices ranging from $11.86 to $15.00 per Unit in accordance terms of the Issuers previously announced normal course issuer bid (NCIB). From September 29, 2020 until October 12, 2020, Brookfield Property REIT Inc. (BPYU), a subsidiary of the Issuer, took up and purchased for cancellation in open market transactions on the Nasdaq Stock Market an aggregate of 2,613,565 shares of Class A Stock of BPYU (BPYU Shares) at average prices ranging from $11.94 to $14.86 per share. Following the take up of the aforementioned Units and BPYU Shares, on November 19, 2020 and November 20, 2020, the Issuer issued 2,290,731 Units to Brookfield Real Estate Partners (K) SIB Holdings L.P. (K SIB LP) and 20,545,661 Units to BPGUSH Subco, respectively, for aggregate consideration of approximately $307.8 million (average of $13.48 per Unit), each in accordance with the terms of the Equity Commitment. The source of funds used by K SIB LP and BPGUSH Subco to purchase these Units was working capital of K SIB LP and BPGUSH Subco, respectively.
4. Purpose of the Transaction.
Item 4 of this Schedule 13D is hereby supplemented to include the information set forth in Item 3 above and Item 6 below.
5. Interest in Securities of the Issuer.
Items 5(a)-(c) of this Schedule 13D are hereby amended and restated in their entirety as follows:
(a)-(b) As of November 30, 2020, Partners Value Investments LP (PVI LP), which has sole voting and dispositive power through its 100% owned subsidiary Partners Value Investments Inc., may be deemed to be the beneficial owner of 3,613,446 Units and such Units represent 0.8% of the issued and outstanding Units. BAM may be deemed to be the beneficial owner of 146,596,646 Units and Partners may be deemed to be the beneficial owner of 150,246,544 Units (including the Units directly owned by Partners and beneficially owned by BAM and PVI LP),
and such Units constitute approximately 33.6% % and 34.5%, respectively, of the issued and outstanding Units. The Units deemed to be beneficially owned by BAM include 5,425,145 Units beneficially owned by BPG Holdings Group (US) Holdings Inc. (BPGHG(US)), 720,064 Units beneficially owned by BPY (2013) Corp., 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 Inc. (BPGH Sub), 13,947,737 Units owned by Brookfield Property Group Holdings Sub LP (Sub LP), 9,519,641 Units owned by A SIB LP, 13,376,929 Units owned by Brookfield Real Estate Partners (Q) SIB L.P. (Q SIB LP), 7,837,440 Units owned by K SIB LP and 28,762,898 Units owned by BPGUSH Subco. BAM also holds, through BPG LLC, 3,036,315 shares of 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 BPG LLC represent approximately 0.7% of the Units assuming that all of the shares of BPYU Class A Stock held by BPG 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, Sub LP and BPGH New HLP Holdings LP, an aggregate of 451,365,017 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 50.9% 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 BPG LLC were exchanged for Units in accordance with the terms of the BPYU certificate of incorporation, as of November 30, 2020, BAM may be deemed to be the beneficial owner of 600,997,978 Units and Partners may be deemed to be the beneficial owner of 604,647,876 Units, and such Units would constitute approximately 67.5% and 67.9%, respectively, of the issued and outstanding Units.
PVI LP, which has sole voting and dispositive power through its 100% owned subsidiary Partners Value Investments Inc., 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 to the Trust. Upon completion of this transaction, Partners will cease to be deemed a beneficial owner of the Units beneficially owned by BAM.
(c) Other than the transactions described in this Amendment No. 14 and this Schedule 13D, there have been no transactions by the Reporting Persons in the Units during the past 60 days.
6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Item 6 of this Schedule 13D is hereby supplemented to include the information set forth in Item 3 above and the following:
As of December 2, 2020, the amount remaining under the Equity Commitment is approximately $35.7 million.
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: December 2, 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 | |||
< td valign="bottom">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 | |||
BPGH NEW HLP HOLDINGS LP, by its general partner, BPG HOLDINGS GROUP (US) GP INC. | ||||
By: | /s/ Christopher Wong | |||
Name: | Christopher Wong | |||
Title: | Vice President | |||
BPGUSH NEW SUBCO LP, 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 | |||
BROOKFIELD REAL ESTATE PARTNERS (A) SIB L.P., by its general partner, BROOKFIELD REAL ESTATE PARTNERS (A) SIB GP LIMITED | ||||
By: | /s/ Jane Sheere | |||
Name: | Jane Sheere | |||
Title: | Secretary | |||
BROOKFIELD REAL ESTATE PARTNERS (Q) SIB L.P., by its general partner, BROOKFIELD REAL ESTATE PARTNERS (Q) SIB GP LIMITED | ||||
By: | /s/ Jane Sheere | |||
Name: | Jane Sheere | |||
Title: | Secretary | |||
BROOKFIELD REAL ESTATE PARTNERS (K) SIB HOLDINGS L.P., by its general partner, BROOKFIELD REAL ESTATE PARTNERS (K) GP LIMITED | ||||
By: | /s/ Jane Sheere | |||
Name: | Jane Sheere | |||
Title: | Secretary | |||
BROOKFIELD PROPERTY GROUP LLC | ||||
By: | /s/ P. Scott Selig | |||
Name: | P. Scott Selig | |||
Title: | Vice President |
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, Ontario, M5J 2T3, Canada | Corporate Director | Canada and U.S.A. | |||
Justin B. Beber, Managing Partner, Head of Corporate Strategy and Chief Legal Officer | 181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada | Managing Partner, Head of Corporate Strategy and Chief Legal Officer, BAM | Canada | |||
Jeffrey M. Blidner, Vice Chair and Director |
181 Bay Street, Suite 300, Toronto, Ontario, M5J 2T3, Canada | Vice Chair, BAM | Canada | |||
Angela F. Braly, Director | 832 Alverna Drive, Indianapolis, Indiana 46260, U.S.A. |
Corporate Director | U.S.A. | |||
Jack L. Cockwell, Director | 51 Yonge Street, Suite 400, Toronto, Ontario, M5E 1J1, Canada | Chair 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 Darkes, Director |
10 Avoca Avenue, Unit 1904, Toronto, Ontario M4T 2B7, Canada | Corporate Director | Canada | |||
Janice Fukakusa, Director | 181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada | Corporate Director | Canada | |||
Murilo Ferreira, Director | Rua General Venãncio Flores, 50 Cob. 01, Leblon, Rio de Janeiro RJ 22441-090 |
Former Chief Executive Officer, Vale SA | Brazil | |||
J. Bruce Flatt, Director, Managing Partner and Chief Executive Officer | One Canada Square, Level 25 Canary Wharf, London E14 5AA U.K. | Managing Partner and Chief Executive Officer, BAM | Canada | |||
Nicholas H. Goodman, Managing Partner and Chief Financial Officer | 181 Bay Street, Suite 300, Toronto, Ontario, M5J 2T3, Canada | Managing Partner and Chief Financial Officer, BAM | United Kingdom | |||
Brian W. Kingston, 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, BAM | Canada | |||
Brian D. Lawson, Vice Chair and Director | 181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada | Vice Chair, BAM | Canada |
Cyrus Madon, Managing Partner, Chief Executive Officer Private Equity |
181 Bay Street, Suite300, Toronto, Ontario M5J 2T3, Canada | Managing Partner, Chief Executive Officer of Private Equity, BAM | Canada | |||
Howard S. Marks, Director | c/o Oaktree Capital Management L.P., 333 S. Grand Avenue, 28th Floor, Los Angeles, CA 90071, U.S.A. | Co-Chairman, Oaktree Capital Management | 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 28035 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, BAM | Canada | |||
Lord Augustine Thomas ODonnell, Director |
Frontier Economics, 71 High Holborn, London U.K. WC1V 6DA |
Chairman of 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, BAM | Canada | |||
Samuel J.B. Pollock, Managing Partner, Chief Executive Officer Infrastructure |
181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada | Managing Partner, Chief Executive Officer Infrastructure, BAM | Canada | |||
Seek Ngee Huat Seek, Director | 501 Orchard Road, #08 01 Wheelock Place, Singapore 238880 | Chairman, Global Logistic Properties | Singapore | |||
Sachin G. Shah, Managing Partner, Chief Investment Officer | 181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada | Managing Partner, Chief Investment Officer, BAM | Canada | |||
Diana L. Taylor, Director | c/o Bloomberg, Philanthropies, 25 East 78th Street, New York, N.Y. 10075 | Corporate Director | U.S.A. and Canada | |||
Connor Teskey, Managing Partner and Chief Executive Officer Renewable Power | One Canada Square, Level 25 Canary Wharf, London E14 5AA U.K. | Managing Partner and Chief Executive Officer Renewable Power, BAM | Canada |
SCHEDULE II
PARTNERS LIMITED
Name and Position of Officer or Director |
Principal Business Address |
Principal Occupation or Employment |
Citizenship | |||
Jack L. Cockwell, Director and Chairman of the Board | 51 Yonge Street, Suite 400 Toronto, Ontario M5E 1J1, Canada | Chairman of Brookfield Partners Foundation | Canada | |||
Brian W. Kingston, Director | 250 Vesey Street, 15th Floor, New York, NY 10281-1023 U.S.A. | Managing Partner, Chief Executive Real Estate, BAM | Canada | |||
Brian D. Lawson, Director and President | 181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada | Vice Chair, BAM | Canada | |||
Cyrus Madon, Director | 181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada | Managing Partner, Chief Executive Officer Private Equity, BAM | Canada | |||
Timothy R. Price, Director | 51 Yonge Street, Suite 400, Toronto, Ontario M5E 1J1, Canada | Corporate Director | Canada | |||
Samuel J.B. Pollock, Director | 181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada | Managing Partner, Chief Executive Officer Infrastructure, BAM | Canada | |||
Sachin G. Shah, Director | 181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada | Managing Partner, Chief Investment Officer, BAM | Canada | |||
Lisa Chu, Treasurer | 181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada | Senior Vice President Finance, BAM | Canada | |||
Lorretta Corso, Secretary | 181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada | Administrator, Corporate Secretary, BAM | Canada | |||
Tim Wang, Assistant Secretary | 181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada | Manager, Capital Markets and Treasury, BAM | Canada |
SCHEDULE III
BROOKFIELD GLOBAL PROPERTY ADVISOR LIMITED
Name and Position of
|
Principal Business |
Principal Occupation or |
Citizenship | |||
J. Bruce Flatt, Director, President and Chief Executive Officer | 181 Bay Street, Suite 300 Toronto, ON M5J 2T3 |
Managing Partner and Chief Executive Officer, BAM | Canada | |||
Philippa Elder, Director | 99 Bishopsgate, Second Floor London, EC2M 3XD, U.K. |
Senior Vice President, BAM | United Kingdom | |||
Ralf Niklas Rank, Director and Chief Investment Officer | 99 Bishopsgate, Second Floor London, EC2M 3XD, U.K. |
Chief Investment Officer of BG PAL | Canada and Germany | |||
Connor David Teskey, Director |
99 Bishopsgate, Second Floor London, EC2M 3XD, U.K. |
Managing Partner and Chief Executive Officer Renewable Power, BAM | Canada | |||
Zachary Bryan Vaughan, Director |
One Canada Square, Level 25 Canary Wharf, London E14 5AA U.K. | Managing Partner and Head of Europe, BAM | Canada | |||
Brian W. Kingston, Vice President |
250 Vesey Street, 15th Floor, New York, NY 10281- 1023 U.S.A. | Managing Partner, BAM | Canada |
SCHEDULE IV
BROOKFIELD US HOLDINGS INC.
Name and Position of Officer or Director |
Principal Business Address |
Principal Occupation or Employment |
Citizenship | |||
Thomas Corbett, Director |
181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada | Managing Director, Finance, BAM | Canada | |||
Karly Dyck, Director |
181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada | Senior Vice President, Capital Markets & Treasury, BAM | Canada | |||
Aleks Novakovic, Director |
181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada | Managing Partner, Tax, BAM | Canada | |||
Katayoon Sarpash, Director, Vice-President and Secretary |
181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada | Senior Vice President, Legal & Regulatory of BAM | Canada | |||
Cam Ha, President | 181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada | Vice President, Tax, BAM | Canada | |||
Bowen Li, Vice President | 181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada | Manager, Finance, BAM | Canada | |||
Tim Wang, Vice President | 181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada | Manager, Capital Markets and Treasury, BAM | Canada |