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Aggregate consideration payable to the public of
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Unitholders can elect for each BPY unit
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BPYs Independent Directors Unanimously Approve Transaction
All dollar references are in
The independent members of the BPY Board of Directors (the Directors) have unanimously approved the transaction and recommend that unitholders of BPY do the same. After consultation with independent financial and legal advisors, and upon the unanimous recommendation of a special committee of independent directors, the Directors have concluded that the offer is fair to the public unitholders and that the transactions contemplated in the Arrangement are in the best interests of BPY.
Nick Goodman, CFO of Brookfield Asset Management, stated, We are pleased to have reached agreement with BPYs independent directors on a transaction we believe is appealing to BPY unitholders in many aspects and allows for greater optionality in how we manage our portfolio of high-quality real estate assets. Not only can unitholders choose to receive a meaningful portion of their consideration in cash at a significant premium, but they will also have the option to remain invested in the future upside of our real estate business and alternative asset management franchise.
Lazard Frres & Co. LLC (Lazard), acting as independent valuator and financial adviser to the special committee, has provided an opinion to the special committee that, as of March 31, 2021 and based upon their analysis and subject to various assumptions, qualifications and limitations to be set forth in its written valuation report, in addition to other factors that it considered relevant, the fair market value of a BPY unit was in the range of
Transaction Details
Subject to pro-ration, BPY unitholders will have the ability to elect to receive, per BPY unit,
If public unitholders collectively elect to receive in excess of
Implications for Brookfield Property REIT Inc.
Any holders of the Class A stock of Brookfield Property REIT Inc. (BPYU) (NASDAQ: BPYU) that do not exchange their shares of BPYU Class A stock for BPY units prior to the election deadline will receive at closing, in accordance with the terms of the BPYU charter, the same per share consideration as will be received by BPY unitholders who have not made an election, being a combination of approximately 50% cash, 42%
Any holders of shares of BPYU Class A stock who wish to elect their preferred form of consideration rather than the default pro-rated amounts, and/or vote in favor of or against the Arrangement and related transactions, are encouraged to convert their shares of BPYU Class A stock into BPY units as soon as possible. Instructions on how to do so can be found here.
Following approval of the Arrangement and related transactions by unitholders of BPY, it is expected that the BPYU 6.375% Series A Cumulative Redeemable Preferred stock (NASDAQ: BPYUP) will be redeemed at its par value of
Implications for
The holders of exchangeable limited partnership units of
Process and Related Matters
The Arrangement and related transactions are subject to approval by a majority of the public unitholders of BPY, in addition to other customary closing conditions including the approval of the
Pursuant to the terms of the agreement governing the Arrangement, BPY unitholders and holders of shares of BPYU Class A stock and exchangeable limited partnership units of
Torys LLP and Goodwin Procter LLP are serving as legal counsel to
Lazard is serving as financial advisor and Goodmans LLP and Latham & Watkins, LLP are serving as legal counsel to BPYs special committee.
IMPORTANT ADDITIONAL INFORMATION AND WHERE TO FIND IT
This communication is being made in respect of the proposed transaction between BPY and
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. INVESTORS ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC (IF AND WHEN THEY BECOME AVAILABLE), INCLUDING THE CIRCULAR /PROSPECTUS AND ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
A free copy of the circular/prospectus, as well as other filings containing information about the Registrants, may be obtained at the SECs Internet site (http://www.sec.gov). You will also be able to obtain these documents, free of charge, from BPY by accessing BPYs website at bpy.brookfield.com or from
Brookfield Asset Management Inc. is a leading global alternative asset manager with
For more information, please visit our website at www.brookfield.com or contact:
| Communications & Media ( Claire Holland Tel: (416) 369-8236 Email: [email protected] | Investor Relations ( Linda Northwood Tel: (416) 359-8647 Email: [email protected] |
| Communications & Media (BPY): Kerrie McHugh Tel: (212) 618-3469 Email: [email protected] | Investor Relations (BPY): Matt Cherry Tel: (212) 417-7488 Email: [email protected] |
Forward-Looking Statements
Note: This news release contains forward-looking information and forward-looking statements within the meaning of applicable Canadian andU.S.securities laws. The word will and derivations thereof and other expressions that are predictions of or indicate future events, trends or prospects and which do not relate to historical matters identify forward-looking statements.
Forward-looking statements in this news release include statements with respect to the proposal described in this new release, the expected benefits thereof, and the prospect of its completion. AlthoughBrookfieldand BPY believe that such forward-looking statements and information are based upon reasonable assumptions and expectations, the reader should not place undue reliance on forward-looking statements and information as such statements and information involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements ofBrookfield and/or BPYto differ materially from anticipated future results, performance or achievement expressed or implied by such forward-looking statements and information.
Factors that could cause actual results to differ materially from those contemplated or implied by forward-looking statements include: economic and financial conditions in the countries in which we do business or may do busin
ss; the behavior of financial markets, including fluctuations in interest and exchange rates; availability of equity and debt financing; and other risks and factors as detailed from time to time in Brookfields Annual Report on Form 40-F and BPYs Annual Report on Form 20-F filed with the Securities and Exchange Commission as well as other documents filed byBrookfieldand BPY with the securities regulators inCanadaandthe
We caution that the foregoing list of important factors that may affect future results is not exhaustive. When relying on our forward-looking statements to make decisions with respect toBrookfield and BPY, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. Except as required by law,Brookfieldand BPY undertake no obligation to publicly update or revise any forward-looking statements or information, whether written or oral, that may be as a result of new information, future events or otherwise.
1 Reflects the value of a Brookfield Class A share as of market close on March 26, 2021.
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