On Sept. 2, Brookfield Property Partners L.P. (“BPY”) announced the final results of its substantial issuer bid (the “Offer”) to purchase up to 74,166,670 of its limited partnership units (the “Units”) for a fixed cash price of US$12.00 per Unit (the “Purchase Price”) which expired on Aug. 28. Under the Offer, BPY took up and purchased for cancellation 35,499,518 Units for an aggregate cost of approximately US$426 million.
Brookfield Asset Management Inc. (“BAM”) provided an equity commitment (the “Equity Commitment”) to BPY in order to provide funding for BPY to complete, directly or indirectly, one or more repurchases of Units, including pursuant to the Offer, for an aggregate amount up to US$1 billion. The Equity Commitment can be drawn down by BPY until Dec. 31. The Equity Commitment has been, and will continue to be, funded by BAM as to 50 per cent from cash on hand and the remainder from managed accounts on behalf of certain of BAM’s institutional clients. The Equity Commitment was drawn by BPY to fund the Offer and BAM and its affiliates were issued the same number of Units (or redemption-exchange units of Brookfield Property L.P.) as were acquired by BPY, directly or indirectly, at a purchase price per Unit equal to the Purchase Price.
A committee (the “Special Committee”) comprising all of the independent directors of the board of directors of Brookfield Property Partners Limited, BPY’s general partner, was established on May 20 to consider the Offer and the Equity Commitment.
Torys LLP provided external support with a team that included
Mitchell Dost (Canadian securities),
Rayanna Smith (U.S. securities)
Michael R. Portner Gartke (institutional investing),
Josh Morry (Canadian tax),
Jonathan Weinblatt (U.S. tax).
Goodmans LLP advised the Special Committee with a team that included