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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 8-K

 

 

 

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported):

August 13, 2020

 

 

 

Brookfield Property REIT Inc.

(Exact name of registrant as specified in its charter)

  

Delaware   001-34948   27-2963337
(State or other jurisdiction of
incorporation) 		  (Commission File Number)   (IRS Employer Identification No.)

  

250 Vesey Street, 15th Floor, New York, NY   10281
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (212) 417-7000

 

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2.):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

  

Title of each class   Trading 
Symbol(s) 		  Name of each exchange on which registered
Class A Stock, par value $.01 per share   BPYU   Nasdaq Global Select Market
6.375% Series A Cumulative Perpetual Redeemable Preferred Stock, par value $0.01 per share   BPYUP   Nasdaq Global Select Market

 

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act or Rule 12b-2 of the Exchange Act.

 

Emerging growth company  ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨

  

 

 

 

 

 

Item 8.01 Other Events.

 

Brookfield Property REIT Inc. (“BPYU” or the “Company”) announced today the preliminary results of its tender offer (the “Offer”), which expired at 5:00 p.m. (New York City time) on August 12, 2020, to purchase for cash up to 9,166,667 shares of its Class A Stock, par value $0.01 per share (“Class A Stock”), at a price of $12.00 per share, less any applicable withholding taxes (the “Purchase Price”).

 

Based on the preliminary count by American Stock Transfer & Trust Company, LLC (“AST”), the paying agent and depositary for the Offer, a total of 11,288,997 shares of Class A Stock were properly tendered and not properly withdrawn at the Purchase Price, including 4,884,200 shares of Class A Stock that were tendered through notice of guaranteed delivery.

 

In accordance with the terms and conditions of the Offer, and based on the preliminary count by AST, BPYU expects to purchase 9,166,667 shares of Class A Stock properly tendered and not properly withdrawn at the Purchase Price, for an aggregate cost of approximately $110 million, excluding fees and expenses relating to the Offer. Based on this preliminary count, the 9,166,667 shares of Class A Stock to be accepted for purchase in the Offer represent approximately 16% of BPYU’s issued and outstanding shares of Class A Stock as of August 12, 2020. Based on these preliminary numbers, BPYU anticipates that, following settlement of the Offer, it will have approximately 47,486,190 shares of Class A Stock outstanding.

 

Due to the oversubscription of the tender offer, based on the preliminary count described above, BPYU will accept for purchase on a pro rata basis approximately 81.2% of the shares of Class A Stock properly tendered and not properly withdrawn at the Purchase Price by each tendering stockholder (other than “odd lot” holders, whose shares of Class A Stock will be purchased on a priority basis).

 

The number of shares of Class A Stock to be purchased and proration information are preliminary and subject to change. The preliminary information contained in this Current Report on Form 8-K is subject to confirmation by AST and is based on the assumption that all shares of Class A Stock tendered through notice of guaranteed delivery will be delivered within two business days after the date of receipt by the depositary of the notice of guaranteed delivery. The final number of shares of Class A Stock to be purchased and the final proration information will be announced following completion of the confirmation process, which is expected to occur on August 18, 2020. Payment for the shares of Class A Stock accepted for purchase under the Offer will occur promptly thereafter, in accordance with applicable law.

 

The press release announcing the preliminary results of the Offer is filed as Exhibit 99.1 to this Current Report on Form 8-K.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits:

 

Exhibit No.   Description
     
99.1   Press Release dated August 13, 2020.
101.SCH   Inline XBRL Taxonomy Extension Schema Document.
101.CAL   Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.LAB   Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE   Inline XBRL Taxonomy Extension Presentation Linkbase Document.
101.DEF   Inline XBRL Taxonomy Extension Definition Linkbase Document.
104   Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101).

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  BROOKFIELD PROPERTY REIT INC.
     
Date: August 13, 2020 By: /s/ Michelle Campbell
  Name: Michelle Campbell
  Title: Secretary

 

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Exhibit 99.1

 

 

 

 

BROOKFIELD PROPERTY REIT INC. ANNOUNCES PRELIMINARY RESULTS OF TENDER OFFER

 

BROOKFIELD NEWS, August 13, 2020 — Brookfield Property REIT Inc. (NASDAQ: BPYU) announced today the preliminary results of its tender offer (the “Offer”) to purchase up to approximately 9.2 million shares of its Class A Stock for cash at a price of $12.00 per share. The Offer expired at 5:00 p.m. (Eastern time) on August 12, 2020.

 

Based on the preliminary count by the paying agent and depositary for the Offer, approximately 11.3 million shares of Class A Stock were tendered to the offer and accordingly, BPYU expects to purchase approximately 9.2 million shares of Class A Stock for an aggregate cost of approximately $110 million. The number of shares accepted for purchase represent approximately 16% of BPYU’s issued and outstanding shares of Class A Stock as of August 12, 2020 and BPYU anticipates that, following settlement of the Offer, it will have approximately 47.5 million shares of Class A Stock outstanding.

 

Due to the oversubscription of the tender offer, BPYU will accept for purchase on a pro rata basis approximately 81.2% of the shares of Class A Stock tendered (other than “odd lot” holders, whose shares of Class A Stock will be purchased on a priority basis).

 

BPYU shareholders are reminded that they have the right to convert any BPYU shares retained as a result of this proration into Brookfield Property Partners L.P. units (Nasdaq: BPY; TSX: BPY.UN) (“BPY units”) and subsequently submit those BPY units for tender at $12.00 per unit prior to the expiration of a similar and concurrent bid that BPY will expire on August 28, 2020. 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.

 

The number of shares of Class A Stock to be purchased and proration information are preliminary and subject to change. The final number of shares of Class A Stock to be purchased will be announced following completion of the confirmation process, which is expected to occur on August 18, 2020. Payment for the shares of Class A Stock accepted for purchase will occur promptly thereafter.

 

This press release is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell any shares of Class A Stock.

 

***

 

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 premier real estate companies, with approximately $86 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 L.P. in the form of a U.S. REIT stock.

 

Brookfield Property Partners L.P. and its subsidiary Brookfield Property REIT Inc. own and operate iconic properties in the world’s major markets, and its global portfolio includes office, retail, multifamily, logistics, hospitality, self-storage, triple net lease, manufactured housing and student housing.

 

Contact:

Matt Cherry

Senior Vice President, Investor Relations

Tel: 212-417-7488

Email: matthew.cherry@brookfield.com

 

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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 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 recent global economic shutdown; 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 the global economic shutdown caused by a novel strain of coronavirus, 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.

 

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