Brookfield Property REIT Inc. (“BPYU” or “the Company”) (NASDAQ:
BPYU) announced today its intention to commence a tender offer (the
“Offer”) to purchase up to 9,166,667 shares of BPYU’s Class A
Stock, par value $0.01 per share (“Class A Stock”), from public
shareholders for a price of $12 per share, representing a 17.3%
premium to the share price on the Nasdaq Stock Market as of market
close on July 1, 2020. The total value of the Offer is expected to
be approximately $110 million.
For greater clarity, the Offer will not be made
for limited partnership units (“BPY Units”) of Brookfield Property
Partners L.P. (“BPY”), which will be the subject of a concurrent
and separate offer by BPY. However, shareholders of Class A Stock
have the option to exchange, on a 1-for-1 basis, their Class A
Stock for BPY Units if they wish to participate in the BPY offer.
BPY has advised BPYU that it intends to exercise its right to
satisfy all exchange requests received from holders of Class A
Stock by delivering BPY Units for so long as the BPY offer is
outstanding, although there can be no assurances that the BPY offer
will not be oversubscribed. It should be noted that in the first
quarter of 2019 both BPYU and BPY made concurrent and separate
offers to their respective shareholder bases, with the end result
being an oversubscription of the BPYU offer and an
undersubscription of the BPY offer. Instructions on how to
convert Class A Stock for BPY Units can be accessed at the
following
weblink: https://bpy.brookfield.com/bpyu/stock-and-dividends/exchange-bpyu-for-bpy.
If more than 9,166,667 shares of Class A Stock
are properly tendered and not properly withdrawn, BPYU will
purchase shares of Class A Stock on a pro rata basis after giving
effect to “odd lot” tenders (holders of Class A Stock beneficially
owning fewer than 100 shares), which will not be subject to
proration. In that case, shares of Class A Stock that are not
purchased will be returned to shareholders.
The Offer will expire at 5:00 p.m. (Eastern
time) on August 12, 2020, unless extended or withdrawn by BPYU. The
Offer will not be conditioned upon the receipt of financing or upon
any minimum number of shares of Class A Stock being tendered. The
Offer will, however, be subject to other conditions, and BPYU will
reserve the right, subject to applicable laws, to withdraw or amend
the Offer, if, at any time prior to the payment of deposited shares
of Class A Stock, certain events occur.
The formal offer to purchase, together with the
related letters of transmittal and notices of guaranteed delivery
and any amendments or supplements thereto (collectively, the “Offer
Documents”), containing the terms and conditions of the Offer and
instructions for tendering shares of Class A Stock, among other
things, will be sent to shareholders or their designated brokers
and will be filed on or about July 6, 2020 with the Securities and
Exchange Commission (“SEC”) and will be available on EDGAR at
www.sec.gov. The Offer Documents will contain important information
about the Offer and shareholders are urged to read them carefully
when they become available.
The depositary for the Offer is American Stock
Transfer & Trust Company, LLC. The Offer Documents will be
mailed to registered holders. Beneficial holders will receive the
offer to purchase and a communication to consult with their bank,
broker or other nominee, if they wish to tender shares. The contact
details for the information agent and depositary will be included
in the Offer Documents.
None of BPYU nor its Board of Directors makes
any recommendation to holders of Class A Stock as to whether to
tender or refrain from tendering any or all of their shares of
Class A Stock in the Offer. Holders of Class A Stock are urged to
read the Offer Documents carefully and in their entirety, and to
consult their own financial, tax and legal advisors and to make
their own decisions with respect to participation in the Offer.
The Offer has not yet commenced. This press
release is for informational purposes only and does not constitute
an offer to purchase nor a solicitation of an offer to sell any
shares of Class A Stock in the Offer. The full details of the
Offer, including instructions on how to tender shares of Class A
Stock, will be made pursuant to the Offer Documents that will be
filed with the SEC and that BPYU will distribute to holders of its
Class A Stock. These documents contain important information about
the Offer and holders of Class A Stock are urged to read them
carefully. When available, holders of Class A Stock may obtain a
free copy of the offer statement on Schedule TO and the Offer
Documents from the SEC’s website at www.sec.gov
About Brookfield Property REIT
Inc.
Brookfield Property REIT Inc. is a subsidiary of
Brookfield Property Partners L.P., (NASDAQ: BPY; TSX: BPY.UN) one
of the world’s largest commercial real estate companies, with
approximately $87 billion in total assets. Brookfield Property REIT
Inc. was created as a public security that is intended to offer
economic equivalence to an investment in Brookfield Property
Partners in the form of a U.S. REIT stock.
Brookfield Property Partners are leading owners,
operators and investors in commercial real estate, with a
diversified portfolio of premier office and retail assets, as well
as interests in multifamily, triple net lease, industrial,
hospitality, self-storage, student housing and manufactured housing
assets.
Contact:Matt CherrySenior Vice President,
Investor RelationsTel: 212-417-7488
Email: matthew.cherry@brookfield.com
Forward-Looking Statements
This press release contains “forward-looking information” and
“forward-looking statements” within the meaning of applicable
securities laws and regulations. Forward-looking statements include
statements that are predictive in nature or depend upon or refer to
future events or conditions, include statements regarding the
intention to commence the Offer, which may not be commenced on the
terms and conditions expected or at all, our operations, business,
financial condition, expected financial results, performance,
prospects, opportunities, priorities, targets, goals, ongoing
objectives, strategies and outlook, as well as the outlook for
North American and international economies for the current fiscal
year and subsequent periods, and include words such as “expects,”
“anticipates,” “plans,” “believes,” “estimates,” “seeks,”
“intends,” “targets,” “projects,” “forecasts,” “likely,” or
negative versions thereof and other similar expressions, or future
or conditional verbs such as “may,” “will,” “should,” “would” and
“could.”
Although we believe that our anticipated future results,
performance or achievements expressed or implied by the
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
because they involve known and unknown risks, uncertainties and
other factors, many of which are beyond our control, which may
cause our actual results, performance or achievements to 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, but are not limited to: BPYU’s ability to complete the
anticipated Offer in a timely manner or at all; risks incidental to
the ownership and operation of real estate properties including
local real estate conditions; the impact or unanticipated impact of
general economic, political and market factors in the countries in
which we do business, including as a result of the global pandemic
caused by a novel strain of coronavirus, COVID-19; the ability to
enter into new leases or renew leases on favorable terms; business
competition; dependence on tenants’ financial condition; the use of
debt to finance our business; the behavior of financial markets,
including fluctuations in interest and foreign exchange rates;
uncertainties of real estate development or redevelopment; global
equity and capital markets and the availability of equity and debt
financing and refinancing within these markets; risks relating to
our insurance coverage; the possible impact of international
conflicts and other developments including terrorist acts;
potential environmental liabilities; changes in tax laws and other
tax related risks; dependence on management personnel; illiquidity
of investments; the ability to complete and effectively integrate
acquisitions into existing operations and the ability to attain
expected benefits therefrom; operational and reputational risks;
catastrophic events, such as earthquakes, hurricanes or
pandemics/epidemics; and other risks and factors detailed from time
to time in our documents filed with the SEC. In addition, our
future results may be impacted by risks associated with COVID-19
and the related global reduction in commerce and travel and
substantial volatility in stock markets worldwide, which may result
in a decrease of cash flows and impairment losses and/or
revaluations on our investments and real estate properties, and we
may be unable to achieve our expected returns.
We caution that the foregoing list of important factors that may
affect future results is not exhaustive. When relying on our
forward-looking statements or information, investors and others
should carefully consider the foregoing factors and other
uncertainties and potential events. Except as required by law, we
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.