UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 6-K

 

                                                        

 

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

 

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of May 2018

 

Commission File Number: 001-35505

 

                                                        

 

BROOKFIELD PROPERTY PARTNERS L.P.

(Exact name of registrant as specified in its charter)

 

 

73 Front Street, Hamilton, HM 12 Bermuda

(Address of principal executive office)

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

 

Form 20-F x Form 40-F ¨

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ____

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ____

 

The information contained in Exhibits 99.1 and 99.2 of this Form 6-K is incorporated by reference into the registrant’s following registration statements on Form F-3: File Nos. 333-218503 and 333-218504 and on Form S-8: Files Nos. 333-203042 and 333-196622.

 

 

 

 

 

 

 

EXPLANATORY NOTE

 

On March 26, 2018, Brookfield Property Partners L.P. (“BPY”), GGP Inc. (“GGP”), and Goldfinch Merger Sub Corp., an indirect, wholly owned subsidiary of BPY, entered into an Agreement and Plan of Merger (the “Merger Agreement”). Pursuant to the Merger Agreement, BPY has agreed to acquire GGP through a series of transactions (the “Transactions”).

 

On May 2, 2018, BPY and GGP filed a joint proxy statement/prospectus on Form F-4/S-4 (the “Registration Statement”) for the purpose of registering BPY limited partnership units and certain other securities issuable to existing GGP stockholders in connection with the Transactions. In the Registration Statement, BPY disclosed certain information with respect to BPY and the Transactions that is being furnished by BPY under cover of this Form 6-K (more specifically, in the attached exhibits described below) solely to fulfill its obligation under Rules 13a-16 and 12b-20 under the Securities Exchange Act of 1934, as amended.

 

The following information derived from the Registration Statement is being furnished to the Commission under cover of this Form 6-K pursuant to the attached Exhibits 99.1 and 99.2:

 

(1) Information Relating to the Acquisition of GGP Inc. (Exhibit 99.1); and

 

(2) Unaudited Pro Forma Condensed Consolidated Financial Statements for BPY (Exhibit 99.2).

 

We caution you that the following disclosures are current only as of the date hereof and are subject to change pending the closing of the Transactions.

 

 

 

 

 

DOCUMENTS FILED AS PART OF THIS FORM 6-K

 

See the Exhibit List to this Form 6-K.

 

******

 

Additional Information and Where to Find It

 

This communication is being made in respect of the proposed Transactions and may be deemed to be solicitation material in connection therewith. BPY and GGP have filed with the U.S. Securities and Exchange Commission (the “SEC”) a joint registration statement on Form F-4/S-4 that includes a joint proxy statement/prospectus, and a transaction statement on Schedule 13e-3. When the registration statement is effective, the joint proxy statement/prospectus will be mailed to GGP stockholders in connection with the proposed Transactions. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE ABOVE-REFERENCED AND OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT BPY, GGP, THE PROPOSED TRANSACTIONS AND RELATED MATTERS. Investors and stockholders can obtain free copies of the above-referenced and other documents filed with the SEC by BPY and GGP through the SEC’s website at http://www.sec.gov. In addition, investors can obtain free copies of the above-referenced and other documents filed with the SEC by contacting BPY Investor Relations at bpy.enquiries@brookfield.com or +1 (855) 212-8243 or by visiting BPY’s website at bpy.brookfield.com, or by contacting GGP Investor Relations at (312) 960-5000 or by visiting GGP’s website at http://www.ggp.com.

 

Non-Solicitation

 

This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, 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 any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.

 

Participants in Solicitation

 

BPY, GGP and their respective directors and executive officers and other persons may be deemed to be participants in the solicitation of proxies from GGP stockholders in respect of the proposed Transactions that are described in the joint proxy statement/prospectus filed with the SEC. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of proxies from GGP stockholders in connection with the proposed Transactions, including a description of their direct or indirect interests, by security holdings or otherwise, are set forth in the joint proxy statement/prospectus. You may also obtain the documents that BPY and GGP file electronically free of charge from the SEC’s website at http://www.sec.gov. Information regarding BPY’s directors and executive officers is contained in BPY’s 2017 Annual Report on Form 20-F filed with the SEC on March 9, 2018. Information regarding GGP’s directors and executive officers is contained in GGP’s 2017 Annual Report on Form 10-K filed with the SEC on February 22, 2018 and its 2018 Proxy Statement on Schedule 14A filed with the SEC on April 27, 2018.

 

 

 

 

 

SIGNATURES

 

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

 

 

Date: May 2, 2018

 

  BROOKFIELD PROPERTY PARTNERS L.P.
  By its general partner, Brookfield Property Partners Limited
   
  By: /s/ Jane Sheere
  Name: Jane Sheere
  Title: Secretary

 

 

 

 

EXHIBIT INDEX

 

EXHIBIT DESCRIPTION
   
99.1 Information Relating to the Acquisition of GGP Inc.
   
99.2 Unaudited Pro Forma Condensed Consolidated Financial Statements for BPY

 

 

 

Exhibit 99.1

 

Information Relating to the Acquisition of GGP Inc.

 

May 2, 2018

 

On March 26, 2018, Brookfield Property Partners L.P. (“BPY”), GGP Inc. (“GGP”), and Goldfinch Merger Sub Corp., an indirect, wholly owned subsidiary of BPY, entered into an Agreement and Plan of Merger (the “Merger Agreement”). Pursuant to the Merger Agreement, BPY has agreed to acquire GGP through a series of transactions (the “Transactions”), following which the surviving company is expected to be renamed Brookfield Property REIT Inc. (“BPR”) and will be a publicly-traded U.S. REIT. Set forth below is a summary of certain aspects of the Transactions, including a description of the material agreements and proposed financing arrangements related thereto, as well as certain risk factors relating to BPY following the Transactions.

 

We caution you that the following disclosures are current only as of the date hereof and are subject to change pending the closing of the Transactions. Information contained in this document regarding GGP has been provided by GGP. Neither this document nor the Report on Form 6-K of which it forms a part (this “Form 6-K”) constitutes an offer to sell, or a solicitation of an offer to buy, any securities or the solicitation of a proxy in any jurisdiction in which, or from any person with respect to whom, it is unlawful to make any such offer or solicitation in such jurisdiction.

 

Terms not defined herein shall have the meanings assigned to such terms in BPY’s Annual Report on Form 20-F for the year ended December 31, 2017.

 

About BPY, GGP and BPR

 

BPY is one of the world’s largest commercial real estate companies, with approximately $68 billion in total assets. BPY is a leading owner, operator and investor 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. BPY, together with certain of its affiliates, beneficially owns approximately 34% of GGP common stock as of the date hereof. Following the effective time of the charter amendment and the amendment and restatement of the GGPOP partnership agreement (as described below), BPY and such affiliates will exchange their shares of GGP common stock for newly issued shares of class B stock. It is expected that BPY and BPR will share a management team and board of directors, and have an identical distribution policy. Together, BPY and BPR will be the flagship listed real estate company of Brookfield Asset Management Inc. (“BAM”), a leading global alternative asset manager with over $285 billion in assets under management.

 

GGP is a self-administered and self-managed REIT. GGP’s primary business is owning and operating best-in-class retail properties that provide an outstanding environment and experience for GGP’s communities, retailers, employees, consumers and stockholders. GGP is an S&P 500 real estate company with a property portfolio comprised primarily of Class A retail properties (defined primarily by sales per square foot during 2017). GGP defines best-in-class retail and modern luxury through curated merchandising and elegant culinary experiences set against the backdrop of refined ambiance across a distinguished collection of destinations. GGP’s retail properties are the core centers of retail, dining and entertainment within their trade areas and, therefore, represent hubs of daily life. As of the date hereof, GGP owned, either entirely or with joint venture partners, 125 retail properties located throughout the United States comprising approximately 123 million square feet of gross leasable area. Following the consummation of the Transactions, the surviving company expects to change its name to Brookfield Property REIT Inc., or BPR. BPR will be a publicly-traded U.S. REIT and will issue class A stock that is intended to provide economic equivalence to an investment in BPY, including with respect to distributions.

 

 

 

  

Material Terms of the Transactions

 

Pursuant to the Merger Agreement, BPY will acquire all of the outstanding shares of GGP common stock, other than those currently held by BPY and certain of its affiliates. GGP shareholders will be entitled to elect to receive, for each GGP common share, either up to $23.50 in cash or either one BPY unit or one share of BPR class A stock. Elections are subject to proration which will be based on aggregate consideration of (1) a fixed amount of $9.25 billion in cash and (2) approximately 254 million of BPY limited partnership units (“BPY units”) and/or shares of BPR class A stock, which represents aggregate consideration of approximately 61% cash and approximately 39% of BPY or BPR equity.

 

The Transactions are subject to the approval of (1) GGP shareholders representing at least two-thirds of the outstanding GGP common stock and (2) GGP shareholders representing a majority of the outstanding GGP common stock not owned by BPY and certain of its affiliates. BPY and such affiliates have agreed to vote in favor of the Transactions. On April 23, 2018, BPY received a determination from the TSX that the BPY unitholder consent may be obtained by an action by written consent and accordingly, no special meeting of BPY unitholders will be required. The Transactions are also subject to other customary closing conditions, including regulatory approvals, and are expected to close in the third quarter of 2018.

 

Amendment and Restatement of the GGP Charter and Bylaws

 

In connection with the Transactions, GGP’s certificate of incorporation will be amended to authorize the issuance of class A stock, class B stock and class C stock. Existing GGP common stockholders will be entitled to receive class A stock or BPY units. Each share of class A stock is intended to provide its holder with an economic return that is equivalent to that of a BPY unit, including with respect to distributions. As described below, BPY and certain of its affiliates will receive class B stock pursuant to the Brookfield affiliate exchange. BPY and its affiliates will also be the beneficial owners of class C stock.

 

The charter amendment (and a concurrent bylaws amendment) will effect a number of changes to the governance of GGP that reflect the recapitalization and anticipated consummation of the Transactions, including, among other things, changes to the voting rights of GGP common stockholders. The holders of class A stock, class B stock and class C stock will vote together and not as separate classes. The holders of shares of each of class B stock and class C stock will be entitled to five (5) votes for each share. The holders of shares of class A stock will be entitled to one (1) vote for each share, except that holders of shares of class A stock will not be entitled to vote (i) on a liquidation or dissolution or conversion of the class A stock in connection with a market capitalization liquidation event, or (ii) to reduce the voting power of the class B stock or class C stock.

 

In addition, the partnership agreement of GGP’s operating partnership, or GGPOP, will be amended to authorize the issuance of series K preferred units and series L preferred units, which will be entitled to distributions identical to those paid on class A stock and class B stock, respectively. The amended GGPOP partnership agreement will also effect a number of changes to the governance of GGPOP that reflect the recapitalization and anticipated consummation of the Transactions.

 

 

 

  

The Brookfield Affiliate Exchange

 

Immediately following the effective time of the GGP charter amendment, GGP will exchange shares of GGP common stock held by BPY and certain of its affiliates for class B stock in the Brookfield affiliate exchange. At the effective time of such Brookfield affiliate exchange, each share of GGP common stock held by subsidiaries of GGP will also be exchanged for one (1) share of class B stock.

 

The Pre-Closing Transactions

 

Following the consummation of the Brookfield affiliate exchange, GGP intends to consummate certain transactions, including the declaration of the pre-closing dividend (as described below) and a series of recapitalization and financing transactions and joint venture asset sales. As part of such transactions, BPY has the right, in its sole discretion and without requiring the further consent of GGP or the GGP board, for the purpose of facilitating the consummation of the Transactions, upon reasonable prior written notice to GGP (but at least five (5) business days prior to the filing of the charter amendment), to require GGP to use reasonable best efforts to take various actions at BPY’s request, which may include asset sales. The consummation of all pre-closing transactions and the pre-closing dividend will be conditioned upon the occurrence of the charter amendment being filed with the Delaware Secretary of State and receipt by GGP of a written notice from BPY to the effect that all conditions set forth in the Merger Agreement have been satisfied or waived.

 

The Pre-Closing Dividend

 

Following the Brookfield affiliate exchange and the pre-closing transactions, GGP will declare a special dividend payable to unaffiliated GGP common stockholders (not including holders of GGP restricted stock, but including certain holders of GGP options who are deemed stockholders), as of the record date of the pre-closing dividend, consisting of either cash or class A stock, at the election of such GGP common stockholders (with holders of certain in-the-money GGP options being deemed to have elected cash) and subject to proration. Such GGP common stock holders have the option to exchange all, but not less than all, shares of class A stock that such holder receives or is entitled to receive as the pre-closing dividend, for BPY units.

 

The BPY Unit Exchange

 

Immediately following the effective time of the merger, BPY or an affiliate of BPY will exchange BPY units for an equal number of shares of class A stock issued or issuable as the pre-closing dividend with any unaffiliated GGP common stockholders who had made (or are deemed to have made) an election to receive BPY units in exchange for shares of class A stock that such holder received or is entitled to receive as the pre-closing dividend. In the event that (i) an election to receive BPY units has been made with respect to 80% or more of the shares of class A stock to be issued in the pre-closing dividend (or such event is deemed to have occurred pursuant to the terms of the Merger Agreement) and BPY elects to exchange all shares of class A stock that are issued in the pre-closing dividend for BPY units in the BPY unit exchange or (ii) an election to receive BPY units has been made with respect to 90% or more of the shares of class A stock to be issued in the pre-closing dividend (or such event is deemed to have occurred pursuant to the terms of the Merger Agreement), then all shares of class A stock that are issued in the pre-closing dividend will automatically be exchanged for BPY units in the BPY unit exchange. Holders of shares of issued and outstanding GGP common stock (excluding GGP restricted stock) who have not made a proper election by the election deadline shall be deemed to have made an election to receive all of the pre-closing dividend in cash, and an election to immediately convert to BPY units any shares of class A stock the holder receives or is entitled to receive due to proration.

 

 

 

  

Post-Closing Ownership

 

After giving effect to the Transactions, it is anticipated that unaffiliated GGP common stockholders will own approximately 26% of BPY, calculated assuming that all shares of class A stock have been exchanged for BPY units (and assuming all Redemption-Exchange Units are exchanged for BPY units) and pro forma for the proposed BAM preferred share conversion (as described below).

 

Post-Closing Exchanges of BPR Class A Stock

 

Pursuant to the terms of the class A stock set forth in the charter amendment, each holder of class A stock will have the right to require BPR to exchange each of such holder’s shares of class A stock for cash in an amount, subject to adjustment, equal to the then current value of a BPY unit; provided that an affiliate of BPY may elect, in its sole discretion, to satisfy BPR’s obligations with respect to such exchange right by acquiring such shares of class A stock in exchange for the issuance of BPY units to such holder.

 

On April 27, 2018, BAM entered into a rights agreement (the “Rights Agreement”) pursuant to which BAM has agreed to satisfy any class A stockholder’s exchange rights by delivering BPY units or, at BAM’s sole election, cash, in the event that (i) BPR has not satisfied its cash exchange obligation described above and (ii) such affiliate of BPY has not elected to satisfy BPR’s exchange obligation by exchanging such stockholder’s shares of class A stock for BPY units.

 

Financing Related to the Transactions

 

BPY has obtained financing commitments to, among other things, fund a portion of the cash consideration to be paid by BPY and BPY’s affiliates in connection with the consummation of the Transactions. The financing commitments consistent of a $7.875 billion senior secured bridge term loan facility, a $1.5 billion senior secured revolving credit facility, a $1.5 billion senior secured term A-1 loan facility and a $2.0 billion senior secured term A-2 loan facility. On or prior to the date of the GGP charter amendment, BPY and its affiliates expect to enter into a credit agreement and related loan documentation to document the foregoing facilities.

 

A portion of the financing for the Transactions is expected to be funded using proceeds from the sales of certain joint venture interests and assets, as well as other financing transactions. Prior to and simultaneously with entering into the Merger Agreement, BPY and certain affiliates of BPY entered into equity commitments, in the aggregate amount of approximately $2.8 billion, with four (4) separate investor groups, to enter into with such parties at the closing of the Transactions, separate joint venture arrangements covering approximately 35 assets.

 

Governance of BPR Following the Transactions

 

The BPR board of directors is expected to be identical to the board of directors of the BPY General Partner. BPY and BPR are expected to share a management team, with BPR being managed by BAM under a new master services agreement. Certain employees of GGP may be employed by BAM in connection with the management of BPR.

 

Joint Governance Agreement

 

GGP, BPY, the BPY General Partner and Brookfield Properties, Inc. (“BPI”) expect to enter into a joint governance agreement intended to facilitate the governance of BPR and BPY, which we refer to as the joint governance agreement. Among other things, the joint governance agreement grants BPI the right to designate candidates to be nominated for election to each directorship subject to election at any meeting of BPR stockholders.

 

 

 

  

Master Services Agreement

 

At the time of the closing of the Transactions, BPR and some of its related entities will enter into a master services agreement pursuant to which affiliates of BAM will provide management and administration services on terms consistent with the amended and restated master services agreement in place between the services providers and BPY. Pursuant to the master services agreement, BPR and its related entities, which we refer to as the service recipients, will pay a base management fee to the service providers equal to 1.25% annually of the total capitalization of the service recipients. The base management fee will be calculated and paid quarterly. BAM has agreed to waive the base management fee for a period of 12 months from and after date of the charter amendment under the management fee letter agreement.

 

An affiliate of BAM will also be entitled to receive incentive distributions based on an amount by which quarterly distributions on the class A stock and GGPOP series K preferred units exceed specified target levels.

 

BAM Preferred Share Conversion

 

In conjunction with and in support of the proposed transaction, BAM has stated its intention to convert $500 million currently held BPY Class C Junior Preferred Shares into BPY units at a price of $23.50 per unit, resulting in BAM’s acquisition of approximately 21.3 million additional BPY units.

 

Risk Factors Relating to BPY Following the Transactions

 

Following the consummation of the Transactions, BPY will face risks different from those faced by BPY today, which may affect BPY’s results of operations.

 

BPY’s business following the consummation of the Transactions will differ from that of BPY today and, accordingly, the results of operations and financial condition of BPY after the Transactions may be affected by factors different from those affecting BPY’s results of operations and financial condition prior to the Transactions. Examples of differences between BPY’s current business and the new or increased risks BPY may face after the Transactions include:

 

· a large increase in the amount of assets under management and a diversification of types of assets under management, which may create risks related to scaling and combining of the platforms necessary to manage the combined assets of the companies;

 

· increases in maintenance, insurance and operating costs;

 

· additional conflicts between and among tenants of BPR and BPY;

 

· certain investment vehicles managed by BPR and BPY may compete for investment opportunities and may be adversely impacted to the extent such opportunities are allocated between them;

 

· BPY’s possible failure to successfully implement its plan to optimize its combined portfolio; and

 

· a larger and newly combined team of management and employees may require time to become fully effective and may not be able to achieve BPY’s anticipated synergies.

 

 

 

  

The market price of BPY units may be volatile and holders of BPY units could lose a significant portion of their investment due to drops in the market price of BPY units following completion of the Transactions.

 

The market price of BPY units may be volatile and, following completion of the Transactions, holders of such securities may not be able to resell their securities at or above the implied price at which they acquired such securities pursuant to the Merger Agreement or otherwise due to fluctuations in the market price of such securities, including changes in market price caused by factors unrelated to the combined company’s operating performance or prospects. Specific factors that may have a significant effect on the market price of BPY units following completion of the Transactions include, among others, the following:

 

· changes in stock market analyst recommendations or earnings estimates regarding the BPY units, other companies comparable to BPY or companies in the industries it serves;

 

· changes in the market price of class A stock;

 

· actual or anticipated fluctuations in the combined company’s operating results or future prospects;

 

· reactions to public announcements by BPY and BPR;

 

· strategic actions taken by BPY, BPR and/or their competitors;

 

· failure of BPY to achieve the perceived benefits of the Transactions, including financial results and anticipated synergies, as rapidly as or to the extent anticipated by financial or industry analysts;

 

· adverse conditions in the financial market or general U.S. or international economic conditions, including those resulting from war, incidents of terrorism and responses to such events; and

 

· sales of such securities by BPY, BPR and/or members of their management team or significant stockholders.

 

In addition, if investors believe that the value of the merger consideration and the pre-closing dividend, together with transaction costs, is greater than the value of GGP’s business, together with any synergies expected to be achieved from BPY’s acquisition of GGP, the trading price of BPY units could decrease and the Transactions could have a dilutive effect on the value of BPY units held by BPY unitholders (including former unaffiliated GGP common stockholders).

 

 

 

  

The exchange of class A stock for newly issued BPY units could negatively affect the market price of BPY units, and additional issuances of class A stock would be dilutive.

 

Upon completion of the Transactions, each share of class A stock will be redeemable by the holder thereof into the cash equivalent of one (1) BPY unit; however, BPI may elect, in its sole discretion, to satisfy such redemption request by acquiring such share of class A stock in exchange for the issuance of a new BPY unit. If BPI elects to issue BPY units in satisfaction of any such redemption request, a significant amount of additional BPY units may be issued from time to time which could have a negative impact on the market price for BPY units. In addition, BPR may in the future sell additional shares of class A stock in connection with raising capital as well as for acquisitions. Such additional shares of class A stock issued in the future will also be exchangeable into BPY units as described above, and, accordingly, if so exchanged, would dilute the percentage interest of existing BPY unitholders and may reduce the market price of BPY units.

 

In addition, pursuant to the Rights Agreement, BAM has agreed that in the event that neither BPR nor BPI satisfies its obligations to deliver cash and/or BPY units in connection with shares of class A stock tendered for redemption, then BAM will satisfy, or cause to be satisfied, such obligations by delivering cash and/or BPY units to the tendering holders. The delivery by BAM of BPY units it owns could negatively affect the market price of BPY units.

 

BPY expects to incur significant costs in connection with the consummation of the Transactions and the integration of BPR and BPY.

 

BPY expects to incur significant costs in connection with consummating the Transactions and integrating the portfolios of GGP and BPY, including unanticipated costs and the assumption of known and unknown liabilities. While BPY has assumed that a certain level of transaction and integration expenses will be incurred, there are factors beyond its control that could affect the total amount or the timing of integration expenses. Many of the expenses that will be incurred, by their nature, are difficult to estimate accurately at the present time. Although BPY expects that the elimination of duplicative costs, as well as the realization of other efficiencies related to the integration of the two businesses, should allow the combined company to offset these incremental expenses over time, the net benefit may not be achieved in the near term, or at all.

 

Moreover, diversion of management focus and resources from the day-to-day operation of the business to matters relating to the Transactions could adversely affect each company’s business, regardless of whether the Transactions are completed.

 

BPY cannot assure you that it will be able to continue paying distributions at the level currently paid by BPY.

 

Distributions on BPY units may not equal the level currently paid by BPY for various reasons, including, but not limited to, the following:

 

· BPY may not have enough unrestricted funds to pay such distributions due to changes in BPY’s cash requirements, capital spending plans, cash flow or financial position;

 

· decisions on whether, when and in which amounts to make any future distributions will be dependent on then-existing conditions, including the combined company’s financial condition, earnings, legal requirements, including limitations under Bermuda law, restrictions in BPY’s borrowing agreements that limit its ability to pay dividends to unitholders and other factors BPY deems relevant; and

 

· BPY may desire to retain cash to improve its credit profile or for other reasons.

 

 

 

  

BPY may fail to realize any or all of the anticipated benefits of the Transactions or those benefits may take longer to realize than expected.

 

GGP and BPY entered into the Merger Agreement and the other Transaction Agreements because each believes that the Transactions will be beneficial to the companies and stockholders and unitholders of the companies and that combining the businesses of GGP and BPY will produce benefits and cost savings. If BPY is not able to combine successfully the businesses of GGP and BPY in an efficient and effective manner, the anticipated benefits and cost savings of the Transactions may not be realized fully, or at all, or may take longer to realize than expected, and the value of BPY units may be adversely affected.

 

An inability to realize the full extent of the anticipated benefits of the Transactions, as well as any delays encountered in the integration process, could have an adverse effect on the revenues, level of expenses and operating results of the combined company, which may adversely affect the value of BPY units following the Transactions.

 

The management of the combined company will have to dedicate substantial effort to integrating the businesses of GGP and BPY during the integration process. These efforts may divert management’s focus and resources from the combined company’s business, corporate initiatives or strategic opportunities. In addition, the actual integration may result in additional and unforeseen expenses and the anticipated benefits of the integration may not be realized. Actual growth and cost savings, if achieved, may be lower than what the combined company expects and may take longer to achieve than anticipated. Difficulties associated with managing a larger and more complex property portfolio could prevent BPY from realizing the anticipated benefits of the Transactions and have a material adverse effect on its business. If BPY is not able to address integration challenges adequately, the combined company may be unable to integrate successfully the operations of GGP and BPY or to realize the anticipated benefits of the integration of the two companies. Failure to achieve the anticipated benefits of the Transactions could adversely affect BPY’s results of operations or cash flows, cause dilution to the earnings per BPY unit, decrease or delay the expected benefits of the Transactions and negatively affect the price of BPY units.

 

BPY’s operating results after the Transactions may differ materially from the pro forma information and forecasts presented.

 

The unaudited pro forma condensed consolidated financial statements in this Form 6-K are presented for illustrative purposes only and are not necessarily indicative of what BPY’s actual financial condition or results of operations will be when the Transactions are completed on the dates indicated. The unaudited pro forma condensed consolidated financial statements reflect adjustments based upon preliminary estimates that may change and assumptions about the Transactions that may prove incorrect over time. Accordingly, the final acquisition accounting adjustments may differ materially from the pro forma adjustments reflected in this Form 6-K. BPY’s operating results after the Transactions may be materially different from those shown in the pro forma information presented in this Form 6-K, which represents only a combination of GGP’s and BPY’s respective historical results. In addition, the unaudited pro forma condensed consolidated financial statements remain subject to review by the U.S. Securities and Exchange Commission (the “SEC”) and accordingly made be subject to revision based on SEC comments, and such revisions may be material.

 

The combined company may be unable to retain necessary GGP and/or BPY personnel successfully after the Transactions are completed.

 

The success of the Transactions will depend in part on the combined company’s ability to retain the key employees currently employed by the companies. It is possible that these employees may decide not to remain with GGP or BPY, as applicable, while the Transactions are pending or with the combined company after the Transactions are consummated. Certain employees of BPR may be recruited to work for BAM as service provider for BPR under the master services agreement; however, we can provide no assurance that such employees will agree to do so. In addition, competitors may recruit employees during BPY’s integration of GGP. If key employees terminate their employment, or if an insufficient number of employees are retained to maintain effective operations, BPY’s business activities may be adversely affected and management’s attention may be diverted from successfully integrating the companies to hire suitable replacements, all of which may cause BPY’s business to suffer. In addition, BPY may not be able to locate suitable replacements for any key employees or to offer employment to potential replacements on reasonable terms. Further, it is possible that certain current executive officers of GGP may depart following the consummation of the Transactions, which may cause BPY’s business to be adversely affected.

 

If BPY and BPR (and BAM, as service provider for BPR) are unable to attract, retain and motivate personnel that are critical to the successful integration of GGP into BPY and the future operation of the combined company, the combined company could face disruptions in its operations, loss of key employees, strategic relationships, key information, expertise or know-how and unanticipated additional recruiting and training costs. In addition, the loss of key personnel could diminish the anticipated benefits of the acquisition of GGP by BPY.

 

 

 

Exhibit 99.2

 

UNAUDITED PRO FORMA CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS FOR BPY

 

On March 26, 2018, Brookfield Property Partners L.P. (“BPY”) entered into an agreement (the “merger agreement”) to acquire all of the outstanding shares of GGP Inc. (“GGP”) common stock held by unaffiliated GGP common stockholders. The unaffiliated GGP common stockholders will be entitled to receive, for each share of issued and outstanding GGP common stock and each share of GGP common stock deemed held, and subject to proration, total consideration of up to $23.50 in cash or one (1) share of class A stock (“class A stock”) of Brookfield Property REIT Inc. (“BPR”), at the election of such GGP common stockholders (with deemed stockholders being deemed to have elected cash). Immediately following the effective time of the merger, BPY or an affiliate of BPY will exchange shares of class A stock distributed in the pre-closing dividend (as described below) and held by unaffiliated GGP common stockholders who have made (or are deemed to have made) an election to receive BPY limited partnership units (“BPY units”) for an equal number of BPY units in the BPY unit exchange (as described below). One (1) share of class A stock is intended to provide an economic return equivalent to one BPY unit, including identical distributions, and holders of class A stock will have the right following the consummation of the transactions contemplated by the merger agreement (the “Transactions”) to exchange each share of class A stock for one BPY unit or the cash equivalent of one BPY unit, at the election of Brookfield Properties, Inc. (an affiliate of BPY) in its sole discretion. The total consideration in the Transactions payable to unaffiliated GGP common stockholders will consist of (i) the pre-closing dividend consisting of either class A stock or cash at the election of such GGP common stockholders and subject to proration and (ii) merger consideration paid in cash. The cash portion of the consideration will be funded by a combination of funds from joint venture equity partners, financings from a syndicate of lenders and asset-level financings, as well as, if required to meet the aggregate cash consideration, borrowings under a bridge loan. Following the Transactions, unaffiliated GGP common stockholders who elect to receive shares of class A stock will have the right to exchange each share of class A stock for one (1) BPY unit, or the cash equivalent of one (1) BPY unit, at the election of BPY.

 

The following unaudited pro forma consolidated financial statements for BPY adjust BPY’s consolidated balance sheet as at December 31, 2017 and consolidated statement of income for the year then ended to give effect to (i) the acquisition of all of the outstanding shares of GGP common stock held by unaffiliated GGP common stockholders, including the pre-closing dividend and financing transactions and (ii) the other pro forma adjustments described in the notes to these pro forma financial statements. These pro forma adjustments are made as if the Transactions occurred as of December 31, 2017, in the case of the unaudited pro forma consolidated balance sheet, or as of January 1, 2017, in the case of the unaudited pro forma consolidated statement of income.

 

The unaudited pro forma consolidated financial statements have been prepared based upon currently available information and assumptions and should be read in conjunction with BPY’s and GGP’s financial statements and related disclosures, which are included in BPY’s latest annual report filed on Form 20-F for the year ended December 31, 2017. The preparation of the unaudited pro forma consolidated financial statements requires BPY management to make estimates and assumptions deemed appropriate. The assumptions and estimates underlying the unaudited adjustments to the pro forma financial statements are described in the accompanying notes, which should be read together with the pro forma financial statements.

 

The pro forma adjustments are preliminary and have been made solely for the purpose of providing unaudited pro forma financial information. Differences between these preliminary estimates and the final accounting for these transactions may occur and these differences could have a material impact on the accompanying unaudited pro forma financial statements. The unaudited pro forma consolidated financial statements are not intended to represent, or be indicative of, the actual financial position and results of operations that would have occurred if the Transactions described therein had been effected on the dates indicated, nor are they indicative of BPY’s future results.

 

All financial data in these unaudited pro forma financial statements are presented in millions of U.S. dollars and have been prepared on a basis consistent with IFRS and BPY’s accounting policies. For the purposes of these pro forma financial statements, the consolidated financial statements for GGP as at and for the year ended December 31, 2017 have been conformed to IFRS and BPY’s accounting policies for material accounting policy differences based on available information.

 

 

1  

 

 

UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET OF BPY
December 31, 2017
(In US$ millions)

 

    BPY, as reported     Acquisition of
GGP (Brookfield
Affiliate
Exchange)
    Pre-closing
Transactions
    Conversion BPY
Class C Junior
Preferred Shares
    Transaction
Expenses
    Management
Fee Expense
    BPY, pro
forma
(assuming full
class A
election)
    BPY, pro
forma
(assuming
full BPY unit
election)
 
(US$ Millions) As of Dec. 31,
2017
  2     5(a)     5(b)     5(c)     5(d)     5(e)     5     6  
Assets                                                                
Non-current assets                                                                
Investment properties   $ 51,357     $ 27,648     $ (9,422 )   $     $     $     $ 69,583     $ 69,583  
Equity accounted investments     19,761       966       1,728                         22,455       22,455  
Participating loan interests     517                                     517       517  
Property, plant and equipment     5,457                                     5,457       5,457  
Goodwill     1,079                                     1,079       1,079  
Intangibles     1,188                                     1,188       1,188  
Other non-current assets     898                                     898       898  
Loans and notes receivable     178                                     178       178  
                                                                 
      80,435       28,614       (7,694 )                       101,355       101,355  
                                                                 
Current assets                                                                
Loans and notes receivable     7                                     7       7  
Accounts receivable and other     981       1,141       (277 )                       1,845       1,845  
Cash and cash equivalents     1,491       165                               1,656       1,656  
                                                                 
      2,479       1,306       (277 )                       3,508       3,508  
Assets held for sale     1,433                                     1,433       1,433  
                                                                 
Total assets     84,347       29,920       (7,971 )                       106,296       106,296  
Liabilities and equity                                                                
Non-current liabilities                                                                
Debt obligations     30,749       12,745       1,529                         45,023       45,023  
Capital securities     2,839                                     2,839       2,839  
Other non-current liabilities     918       21                               939       939  
Deferred tax liabilities     2,888       2       (3 )                       2,887       2,887  
                                                                 
      37,394       12,768       1,526                         51,688       51,688  
                                                                 
Current liabilities                                                                
Debt obligations     6,135       335                               6,470       6,470  
Capital securities     1,326                   (500 )                 826       826  
Accounts payable and other liabilities     3,052       947       (222 )           220             3,997       3,997  
                                                                 
      10,513       (1,282 )     (222 )     (500 )     220             11,293       11,293  
Liabilities associated with assets held for sale     1,316                                     1,316       1,316  
                                                                 
Total liabilities     49,223       14,050       1,304       (500 )     220             64,297       64,297  
                                                                 
Equity                                                                
Limited partners     7,395       5,513       (5,399 )     500       (80 )           7,929       13,892  
General partner     6       3       (3 )                       6       6  
Non-controlling interests attributable to:                                                                
Redeemable/exchangeable and special limited partnership units     14,500       9,457       (9,262 )           (137 )           14,558       14,558  
Limited partnership units of Brookfield Office Properties                                                                
Exchange LP     285       240       (236 )           (3 )           286       286  
Class A stock of Brookfield Property REIT                 5,963                         5,963        
Interests of others in operating subsidiaries and properties     12,938       657       (338 )                       13,257       13,257  
                                                                 
Total equity     35,124       15,870       (9,275 )     500       (220 )           41,999       41,999  
                                                                 
Total liabilities and equity   $ 84,347     $ 29,920     $ (7,971 )   $     $     $     $ 106,296     $ 106,296  

 

2  

 

 

 

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF INCOME OF BPY
Year Ended December 31, 2017
(In US$ millions)

 

    BPY, as reported     Acquisition of
GGP (Brookfield
Affiliate
Exchange)
    Pre-closing
Transactions
    Conversion BPY
Class C Junior
Preferred Shares
    Transaction
Expenses
    Management
Fee Expense
    BPY, pro
forma
(assuming full
class A
election)
    BPY, pro
forma
(assuming
full BPY
unit
election)
 
(US$ Millions) For the year
ended Dec. 31, 2017
  2     5(a)     5(b)     5(c)     5(d)     5(e)     5     6  
Commercial property revenue   $ 4,192     $ 2,158     $ (835 )   $     $     $     $ 5,515     $ 5,515  
Hospitality revenue     1,648                                     1,648       1,648  
Investment and other revenue     295       247       19                         561       561  
                                                                 
Total revenue     6,135       2,405       (816 )                       7,724       7,724  
Direct commercial property expense     1,617       737       (239 )                       2,115       2,115  
Direct hospitality expense     1,079                                     1,079       1,079  
Investment and other expense     138       (51 )                             87       87  
Interest expense     1,967       542       93       (34 )                 2,568       2,568  
Depreciation and amortization     275       16                               291       291  
General and administrative expense     614       52       (2 )           (1 )     75       738       738  
                                                                 
Total expenses     5,690       1,296       (148 )     (34 )     (1 )     75       6,878       6,878  
Fair value gains, net     1,254       (2,437 )     564                         (619 )     (619 )
Share of net earnings from equity accounted investments     961       339       (155 )                       1,145       1,145  
                                                                 
Income before income taxes     2,660       (989 )     (259 )     34       1       (75 )     1,372       1,372  
Income tax (benefit) expense     192       13       (34 )                       171       171  
                                                                 
Net income     2,468       (1,002 )     (225 )     34       1       (75 )     1,201       1,201  
Net income attributable to:                                                                
Limited partners     136       (327 )     (11 )     10             (20 )     (212 )     (436 )
General partner                                                
Non-controlling interests attributable to:                                                                
Redeemable/exchangeable and special limited partnership units     233       (559 )     14       15       1       (35 )     (331 )     (331 )
Limited partnership units of Brookfield Office Properties                                                                
Exchange LP     6       (14 )     1                   (1 )     (8 )     (8 )
Class A stock of Brookfield Property REIT                 (214 )     9             (19 )     (224 )      
Interests of others in operating subsidiaries and properties     2,093       (102 )     (15 )                       1,976       1,976  
                                                                 
    $ 2,468     $ (1,002 )   $ (225 )   $ 34     $ 1     $ (75 )   $ 1,201     $ 1,201  

  

3  

 

 

Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements

 

1. ORGANIZATION AND NATURE OF THE BUSINESS

 

BPY was formed as an exempted limited partnership under the laws of Bermuda, pursuant to a limited partnership agreement dated January 3, 2013, as amended and restated on August 8, 2013. BPY is a subsidiary of Brookfield Asset Management Inc. (“BAM”).

 

BPY’s sole material asset at December 31, 2017 is a 37% managing general partnership unit interest in Brookfield Property L.P. (“BPY property partnership”), which holds BPY’s interest in commercial and other income producing property operations. BPY’s interest in BPY property partnership is comprised solely of an interest in managing general partner units, which provide BPY with the power to direct the relevant activities of BPY property partnership.

 

The BPY units are listed and publicly traded on the NASDAQ and the Toronto Stock Exchange (“TSX”) under the trading symbols “BPY” and “BPY.UN,” respectively.

 

The registered head office and principal place of business of BPY is 73 Front Street, 5th Floor, Hamilton HM 12, Bermuda.

 

2. BASIS OF PRESENTATION

 

BPY’s unaudited pro forma consolidated balance sheet as at December 31, 2017 and unaudited pro forma consolidated statement of income for the year ended December 31, 2017 reflect adjustments that are: (i) directly attributable to the Transactions; (ii) factually supportable; and (iii) with respect to the pro forma consolidated statement of income, expected to have a continuing impact on the combined results following the consummation of the Transactions.

 

BPY’s unaudited pro forma consolidated financial statements have been prepared using the consolidated balance sheet as at December 31, 2017 and the consolidated statement of income for the year then ended. The unaudited pro forma consolidated financial statements assume the Transactions, including the pre-closing dividend and financing transactions, occurred as of December 31, 2017, in the case of the unaudited pro forma consolidated balance sheet, and as of January 1, 2017 in the case of the unaudited pro forma consolidated statement of income.

 

The pro forma adjustments for the Transactions are made on the basis that it is a business combination that is accounted for under the acquisition method of accounting in accordance with IFRS 3, Business Combinations. Accordingly, BPY has estimated the fair value of GGP’s assets acquired and liabilities assumed and conformed GGP’s accounting policies to its own for material policy differences and based on available information.

 

The unaudited pro forma consolidated financial statements have been prepared based upon currently available information and assumptions deemed appropriate by BPY management and for informational purposes only and should be read in conjunction with BPY’s financial statements and related disclosures. The preparation of these unaudited pro forma financial statements requires BPY management to make estimates and assumptions deemed appropriate. The unaudited pro forma financial statements are not intended to represent, or be indicative of, the actual financial position and results of operations that would have occurred if the Transactions described below had been effected on the dates indicated, nor are they indicative of BPY’s future results.

 

3. SIGNIFICANT ACCOUNTING POLICIES

 

The accounting policies used in the preparation of BPY’s unaudited pro forma consolidated financial statements are those that are set out in BPY’s consolidated financial statements included in BPY’s latest annual report filed on Form 20-F.

 

All financial data in these unaudited pro forma financial statements are presented in millions of U.S. dollars.

 

While BPY prepares its financial statements consistent with IFRS, GGP’s financial data have been prepared on a basis consistent with GAAP. Consequently, the consolidated financial statements for GGP as at and for the year ended December 31, 2017 have been conformed to IFRS from GAAP for material accounting policy differences.

 

The tables below present a reconciliation of GGP’s consolidated balance sheet and consolidated statement of operations under GAAP to BPY’s consolidated balance sheet and consolidated statement of income under IFRS:

 

4  

 

  

 

(US$ Millions) As of Dec. 31, 2017   U.S. GAAP     Reclassification
to conform to
BPY
presentation
    GAAP / IFRS
differences
    IFRS  
Assets                                
Non-current assets                                
Investment in real estate:                                
Land   $ 4,014     $ (4,014 )   $     $  
Buildings and equipment     16,958       (16,958 )            
Less accumulated depreciation     (3,188 )     3,188              
Construction in progress     473       (473 )            
                                 
Net property and equipment     18,257       (18,257 )            
                                 
Investment in Unconsolidated Real Estate Affiliates     3,377       (3,377 )            
                                 
Net investment in real estate     21,634       (21,634 )            
                                 
Investment properties           18,257       9,490       27,747  
Equity accounted investments           3,377       6,717       10,094  
                                 
      21,634             16,207       37,841  
                                 
Current assets                                
Accounts receivable, net     334       (334 )            
Notes receivable     417       (417 )            
Deferred expenses, net     284       (284 )            
Prepaid expenses and other assets     516       (516 )            
Cash and cash equivalents     165                   165  
Accounts receivable and other           1,551       (687 )     864  
                                 
      1,716             (687 )     1,029  
                                 
Total assets     23,350             15,520       38,870  
                                 
Liabilities and equity                                
Non-current liabilities                                
Mortgages, notes and loans payable / Debt obligations     12,833       (129 )           12,704  
Investment in Unconsolidated Real Estate Affiliates     21       (21 )            
Accounts payable and accrued expenses     919       (919 )            
Dividend payable     220       (220 )            
Junior subordinated notes     206       (206 )            
Other non-current liabilities           21             21  
Deferred tax liabilities     2                   2  
                                 
      14,201       (1,474 )           12,727  
                                 
Current liabilities                                
Debt obligations           335             335  
Accounts payable and other liabilities           1,139       (192 )     947  
                                 
            1,474       (192 )     1,282  
                                 
Total liabilities     14,201             (192 )     14,009  
                                 
Redeemable noncontrolling interests:                                
Preferred     52       (52 )            
Common     196       (196 )            
                                 
Total redeemable noncontrolling interests     248       (248 )            
                                 
Commitments and Contingencies                        
Equity:                                
Common stock     10       (10 )            
Preferred stock     242       (242 )            
Additional paid-in capital     11,846       (11,846 )            
Retained earnings (accumulated deficit)     (2,107 )     2,107              
Accumulated other comprehensive loss     (72 )     72              
Common stock in treasury, at cost     (1,123 )     1,123              
                                 
Total stockholders’ equity     8,796       (8,796 )            
                                 
Noncontrolling interests in consolidated real estate affiliates     56       (56 )            
Noncontrolling interests related to long-term incentive plan common units     49       (49 )            
Limited partners           3,188       5,584       8,772  
General partner           2       3       5  
Non-controlling interests attributable to:                                
Redeemable/exchangeable and special limited partnership units           5,468       9,578       15,046  
Limited partnership units of Brookfield Properties Exchange LP           138       243       381  
Interests of others in operating subsidiaries and properties           353       304       657  
                                 
Total equity     8,901       248       15,712       24,861  
                                 
Total liabilities and equity   $ 23,350     $     $ 15,520     $ 38,870  

 

 

5  

 

 

                         
(US$ Millions) For the year ended Dec. 31, 2017   U.S. GAAP     Reclassification
to conform to
BPY
presentation
    GAAP / IFRS
differences
    IFRS  
Revenues:                                
Minimum rents   $ 1,455     $ (1,455 )   $     $  
Tenant recoveries     644       (644 )            
Overage rents     35       (35 )            
Management fees and other corporate revenues     105       (105 )            
Other     89       (89 )            
Commercial property revenue           2,134       24       2,158  
Hospitality revenue                        
Investment and other revenue           256       (9 )     247  
                                 
Total revenue     2,328       62       15       2,405  
                                 
Expenses:                                
Real estate taxes     237       (237 )            
Property maintenance costs     50       (50 )            
Marketing     11       (11 )            
Other property operating costs     286       (286 )            
Provision for doubtful accounts     11       (11 )            
Property management and other costs     145       (145 )            
Direct commercial property expense           740       (3 )     737  
Direct hospitality expense                        
Investment and other expense                 (51 )     (51 )
Interest expense           542             542  
Depreciation and amortization     694             (678 )     16  
General and administrative expense     56             (4 )     52  
                                 
Total expenses     1,490       542       (736 )     1,296  
                                 
Operating income     838       (480 )     751       1,109  
                                 
Interest and dividend income     62       (62 )            
Interest expense     (542 )     542              
(Loss) gain on foreign currency     (1 )     1              
Gains from changes in control of investment properties and other, net     79       (79 )            
Gain on extinguishment of debt     55       (55 )            
                                 
Income before income taxes, equity in income of Unconsolidated Real Estate Affiliates, discontinued operations and allocation to noncontrolling interests     491       (133 )     751       1,109  
                                 
Fair value gains, net           133       (2,838 )     (2,705 )
Share of net earnings from equity accounted investments           165       353       518  
                                 
Income before income taxes     491       165       (1,734 )     (1,078 )
Benefit from (provision for) income taxes / Income tax benefit     11             (24 )     (13 )
Equity in income of Unconsolidated Real Estate Affiliates     153       (153 )            
Unconsolidated Real Estate Affiliates—gain on investment     12       (12 )            
                                 
Net income (loss)     667             (1,758 )     (1,091 )
                                 
Allocation to noncontrolling interests     (10 )     10              
                                 
Net income (loss) attributable to GGP     657       10       (1,758 )     (1,091 )
                                 
Preferred Stock dividends     (16 )     16              
                                 
Net income (loss) attributable to:                                
Common stockholders     641       (641 )            
Limited partners           233       (592 )     (359 )
General partner                        
Non-controlling interests attributable to:                                
Redeemable/exchangeable and special limited partnership units           398       (1,012 )     (614 )
Limited partnership units of Brookfield Properties Exchange LP           10       (26 )     (16 )
Interests of others in operating subsidiaries and properties           26       (128 )     (102 )
                                 
    $ 641     $ 26     $ (1,758 )   $ (1,091 )

 

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Material differences in accounting policies for the historical period presented resulting in adjustments to GGP’s results reported under GAAP include the following:

 

· Depreciation on consolidated investment properties of $678 million reported in GGP’s consolidated statement of operations under GAAP for the year ended December 31, 2017 was reversed, as BPY elected the fair value model to record its investment properties in its consolidated financial statements.

  

· Similarly, GGP’s share of depreciation of unconsolidated properties of $293 million recorded within equity in income of Unconsolidated Real Estates Affiliates within GGP’s consolidated statement of operations was added back within share of net earnings from equity accounted investments under IFRS in conformity with BPY’s financial statement presentation.

 

· Under the fair value model, investment properties are measured at fair value subsequent to initial recognition on the consolidated balance sheet. Consequently, for the year ended December 31, 2017, fair value losses of $2,440 million were reflected within fair value gains, net in BPY’s consolidated statement of income.

 

· Adjustments to accounts receivable and other and accounts payable and other liabilities primarily relate to differences in the accounting for and presentation of straight-line rent, certain deferred expenses, including lease commissions, and intangible assets related to above- and below-market leases, which are separately recognized on the balance sheet under U.S. GAAP. Under IFRS, such items are generally reflected within the property valuation under the fair value model.

 

· Under IFRS, fair value gains, net of $398 million were recorded on warrants to purchase shares of GGP common stock, including on warrants held by BPY and its affiliates. Under GAAP, these warrants were not measured at fair value in 2017. The warrants were exercised in October and November 2017.

 

· An increase in net income of $60 million resulting from differences in revenue recognition policies applied under IFRS related to certain residential development activities.

 

4. PRELIMINARY PURCHASE PRICE ALLOCATION

 

BPY has prepared a preliminary estimate of the fair market value of GGP’s assets acquired and liabilities assumed. The following table summarizes the allocation of the preliminary purchase price, before giving recognition to the BPY unit exchange, as discussed below, and the pre-closing transactions:

 

(US$ Millions)   GGP IFRS as of
Dec. 31, 2017
    Purchase price
allocation
adjustments
    Total  
Investment properties   $ 27,747     $ (99 )   $ 27,648  
Equity accounted investments     10,094       (284 )     9,810  
Accounts receivable and other     864       277       1,141  
Cash and cash equivalents     165             165  
                         
Total assets     38,870       (106 )     38,764  
Less:                        
Debt obligations     (13,039 )     (41 )     (13,080 )
Accounts payable and other liabilities     (968 )           (968 )
Deferred tax liabilities     (2 )           (2 )
Non-controlling interests     (657 )           (657 )
                         
      (14,666 )     (41 )     (14,707 )
                         
Net assets acquired     24,204       (147 )     24,057  
                         
BPY’s existing equity interest in GGP                     8,844  
Cash                     9,250  
Class A stock of BPR                     5,963  
                         
Consideration                   $ 24,057  

 

Pursuant to the terms of the merger agreement all shares of GGP common stock held by BPY and BPY’s affiliates will be exchanged for BPR class B stock (the “Brookfield affiliate exchange”), which BPY will contribute, at a carrying value of $8,844 million, in consideration of the Transactions. Subsequent to the Brookfield affiliate exchange, GGP will declare the pre-closing dividend. Consideration for the pre-closing dividend is expected to be funded through a combination of approximately $2,718 million from asset sales to joint venture equity partners, based on agreements entered into as of the date of this filing, $5,500 million of financings from a syndicate of lenders and $1,032 million of bridge and asset-level financing (refer to Note 5 for additional information on these pre-closing transactions).

 

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In addition, BPY or an affiliate of BPY will exchange class A stock distributed as the pre-closing dividend held by any unaffiliated GGP common stockholders who had made an election to receive BPY units for an equal number of BPY units. Consideration to the unaffiliated GGP common stockholders in the form of the class A stock is $5,963 million, which was determined based on an acquisition price of $23.50 per share of GGP common stock for approximately 253.8 million shares of GGP common stock. The acquisition price of $23.50 is used for illustrative purposes in these unaudited pro forma consolidated financial statements. The final acquisition price at closing will be determined with reference to the trading price of a BPY unit at such time and, as such, may differ from the reference price of $23.50 used in these pro forma financial statements.

 

This preliminary purchase price allocation has been used to prepare pro forma adjustments in the unaudited pro forma consolidated balance sheet and statement of income. The final purchase price allocation will be determined after closing of the Transactions when BPY has completed the detailed valuations and necessary calculations. The final allocation could differ materially from the preliminary allocation used in the pro forma adjustments. The final allocation may include changes in fair values of investment property and other changes to assets and liabilities.

 

5. PRO FORMA ADJUSTMENTS

 

This note should be read in conjunction with Note 2 to the unaudited pro forma consolidated financial statements, Basis of Presentation. The unaudited pro forma consolidated financial statements adjust BPY’s consolidated financial statements to give effect to the Transactions, including the pre-closing dividend and financing transactions, as if it occurred as of December 31, 2017, in the case of the unaudited pro forma consolidated balance sheet, and as of January 1, 2017 in the case of the unaudited pro forma consolidated statement of income.

 

The pro forma adjustments set forth in this Note 5 assume that all unaffiliated GGP common stockholders elect to receive class A stock rather than BPY units. The actual number of shares of class A stock issued will depend on the elections made by each unaffiliated GGP common stockholder. See Note 6 for a description of additional pro forma adjustments made assuming all unaffiliated GGP common stockholders have elected (or are deemed to have elected) to receive BPY units.

 

The following adjustments have been reflected in the unaudited pro forma consolidated financial statements:

 

a) Acquisition of GGP (Brookfield Affiliate Exchange)

 

The unaudited pro forma consolidated balance sheet has been adjusted to reflect the fair values of the assets acquired and liabilities assumed based on the preliminary purchase price allocation as described in Note 3 resulting from the acquisition of control following the exchange of GGP common stock held by BPY and BPY’s affiliates for shares of BPR class B stock (i.e., the Brookfield affiliate exchange) and the derecognition of BPY’s existing investment in GGP, which was historically recognized as an investment in associate at $8,844 million within equity accounted investments.

 

The unaudited pro forma consolidated statement of income has been adjusted to reflect the results of operations of GGP for the year ended December 31, 2017 before taking into consideration the sale of interests in certain properties to joint venture equity partners, acquisition financing and the derecognition of $179 million related to BPY’s existing investment in GGP recorded within share of net earnings from equity accounted investments. In addition, $(268) million related to changes in the fair value of warrants of GGP held by BPY recorded within fair value gains, net was derecognized.

 

b) Pre-closing Transactions

 

The unaudited pro forma consolidated balance sheet and consolidated statement of income have been adjusted to reflect the following:

 

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i. The unaudited pro forma consolidated statement of income has been adjusted to reflect the sale of joint venture interests in certain properties to fund the cash component of the transaction as follows:

 

· Derecognition of $9,422 million of investment properties, $2,257 million of equity accounted investments and $5,085 million of commercial property debt related to such properties. As a result of the sale of these joint venture interests, a $3,986 million investment in joint venture within equity accounted investments was recognized to reflect the retained interest in these properties.

 

· Net income of $46 million related to the joint venture assets was derecognized.

 

· Property management fee income of $18 million was recorded within investment and other revenue for fees to be paid by joint venture partners pursuant to the terms of the joint venture agreements.

 

ii. Financing of $6,615 million, net of deferred financing costs, for distribution to shareholders of GGP in connection with the transaction, as well as certain other related transactions, including the payoff of accrued dividends. The related interest expense of $308 million at an assumed weighted-average interest rate of 4.07%, including the amortization of deferred financing costs, has been reflected in the pro forma consolidated statement of income. An increase in the assumed interest rate of 0.125% would result in incremental interest expense of $8 million.

 

iii. Payment of a pre-closing dividned and merger consideration to the holder of the outstanding shares of common stock of GGP, other than those currently held by BPY and its affiliates, totaling $15,213 million, comprised of $9,250 million in cash and $5,963 million in the form of class A stock. The pro forma consolidated statement of income reflects the allocation of BPY’s net income to the class A stock consistent with the income allocation to limited partners of BPY.

 

c) Conversion of BPY Class C Junior Preferred Shares

 

The unaudited pro forma consolidated balance sheet has been adjusted to reflect the proposed conversion of $500 million of BPY class C junior preferred shares currently held by BAM into BPY units at a price, for illustrative purposes, of $23.50 per unit, resulting in BAM’s acquisition of approximately 21.3 million BPY units and the related reversal of interest expense of $34 million in the pro forma consolidated statement of income.

 

d) Transaction Expenses

 

Transaction expenses directly attributable to the Transactions of approximately $1 million were added back to the 2017 pro forma consolidated statement of income, as these transaction costs were non-recurring in nature. On the pro forma consolidated balance sheet, approximately $220 million of transaction expenses were reflected as an adjustment to equity as of December 31, 2017. This amount represents the current estimate of all transaction expenses attributable to these Transactions to be incurred prior to closing.

 

e) Management Fee Expense

 

Pursuant to the master services agreement, certain BAM-owned entities will provide certain management and administration services to BPR.

 

For the first twelve months following closing of the Transactions, BAM has agreed to waive management fees payable by BPR and the incremental management fees BPY would otherwise be required to pay in respect of the units issued in exchange for GGP common stock. The pro forma consolidated statement of income, however, includes an adjustment for the incremental management fees payable for illustrative purposes as such fees will be incurred and payable beginning during the second year following the Transactions. For the purposes of the pro forma consolidated statement of income, the management fee was calculated based on the issuance of approximately 253.8 million shares of class A stock, at an assumed value per such share of $23.50. The value of $23.50 is used for illustrative purposes in these unaudited pro forma consolidated financial statements. The value per share for purposes of calculating the management fee will be determined with reference to the trading price of the class A stock and, as such, may differ from the reference price of $23.50 used in these pro forma financial statements.

 

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The management fee excludes in its calculation of capitalization any temporary acquisition financing entered into in connection with the Transactions. Consequently, at a base management fee of 1.25% of BPR’s capitalization, incremental management fees would have totaled $75 million for the twelve months ended December 31, 2017.

 

6. BPY, PRO FORMA (ASSUMING FULL BPY UNIT ELECTION)

 

The adjustments described in Note 5 above assume that all unaffiliated GGP common stockholders elect to receive shares of class A stock rather than BPY units and no BPY units are issued in the BPY unit exchange. The actual number of shares of class A stock issued will depend on the elections made by each unaffiliated GGP common stockholder.

 

In the event that (i) an election to receive BPY units has been made with respect to 80% or more of the shares of class A stock to be issued in the pre-closing dividend (or such event is deemed to have occurred pursuant to the terms of the merger agreement) and BPY elects to exchange all shares of class A stock that are issued in the pre-closing dividend for BPY units or (ii) an election to receive BPY units has been made with respect to 90% or more of the shares of class A stock to be issued in the pre-closing dividend (or such event is deemed to have occurred pursuant to the terms of the merger agreement), then all shares of class A stock that are issued in the pre-closing dividend to unaffiliated GGP common stockholders will be exchanged for BPY units in the BPY unit exchange.

 

Assuming that all shares of class A stock issued in the pre-closing dividend are exchanged for BPY units in the BPY unit exchange, the impact (as reflected under the headings “BPY, pro forma (assuming full BPY unit election)” would have been an additional $5,963 million in equity attributable to limited partners of BPY and a corresponding decrease in non-controlling interests and reallocation of net income from non-controlling interests to limited partners of BPY, compared to the pro forma information assuming that all unaffiliated GGP common stockholders elect to receive shares of class A stock (as reflected under the headings “BPY, pro forma (assuming full class A stock election)”.

 

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