Financing Related to the Transactions (Page [—])

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 merger agreement requires BPY to use its reasonable best efforts to take all actions and do all things necessary, proper or advisable to arrange and obtain the proceeds of the financing, and, subject to certain limitations, to use its reasonable best efforts to obtain alternative financing in an amount sufficient to consummate the Transactions if any portion of the committed financing is unavailable on the terms contemplated in the financing commitment. The merger agreement also requires GGP to, subject to certain limitations, use its reasonable best efforts to cooperate with BPY’s reasonable requests in connection with the financing. BPY’s ability to obtain financing (or any alternative financing) or any specific term with respect to such financing is not a condition that must be satisfied or waived prior to the completion of the Transactions. For a description of the financing covenants and the financing commitments, refer to the section entitled “Special Factors—Financing Arrangements” beginning on page [—] of this joint proxy statement/prospectus, and the section entitled “The Merger Agreement—Covenants and Agreements—Financing” beginning on page  [—] of this joint proxy statement/prospectus.

Plans for BPR Following the Transactions (Page [—])

Following completion of the Transactions, it is expected that BPR will remain a REIT. BPY intends to request certain pre-closing transactions by GGP as contemplated by the terms of the merger agreement, including the sales of certain joint venture interests and assets. See “Special Factors—Plans for BPR After the Transactions” beginning on page [—] of this joint proxy statement/prospectus.

Governance of BPR Following the Transactions (Page [—])

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. See “Special Factors—Governance of BPR Following the Transactions” beginning on page [—] of this joint proxy statement/prospectus.

Joint Governance Agreement

GGP, BPY, the BPY general partner and Brookfield Properties, Inc., which we refer to as BPI, expect to enter into a joint governance agreement intended to facilitate the governance of BPR and BPY, a form of which is being filed as an exhibit to this joint proxy statement/prospectus, and 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. For a description of the joint governance agreement, refer to the section entitled “Special Factors—Governance of BPR Following the Transactions—Joint Governance Agreement” beginning on page [—] of this joint proxy statement/prospectus.

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 closing under the management fee letter agreement. For further information regarding the master services agreement, refer to the section entitled “Special Factors—Governance of BPR Following the Transactions—Master Services Agreement” beginning on page [—] of this joint proxy statement/prospectus. For more information regarding the management fee letter agreement, refer to the section entitled “Other Transaction Agreements—The Management Fee Letter Agreement” beginning on page [—] of this joint proxy statement/prospectus.

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. For more information regarding the incentive distributions, refer to the section entitled “Special Factors—Governance of BPR Following the Transactions—Master Services Agreement” beginning on page [—] of this joint proxy statement/prospectus.

The Special Meeting (Page [—])

The special meeting will be held at [—], located at [—], on [—], commencing at [—] (Chicago time). The special meeting is being held in order for GGP common stockholders to consider and vote on:

The GGP board has fixed the close of business on [—], 2018 as the special meeting record date for determination of GGP common stockholders entitled to receive notice of, and to vote at, the special meeting and any postponements or adjournments of the special meeting. Only holders of record of GGP common stock at the close of business on the special meeting record date are entitled to receive notice of, and to vote at, the special meeting. As of the special meeting record date, there were [—] shares of GGP common stock outstanding and entitled to be voted at the special meeting, held by approximately [—] holders of record. Each share of GGP common stock is entitled to one (1) vote on each of the merger proposal, the charter proposal, the bylaws proposal and the compensation proposal.

The approval of each of the merger proposal, the charter proposal and the bylaws proposal is a condition to the obligations of BPY and GGP to complete the Transactions. The approval of the compensation proposal is not a condition to the obligations of BPY and GGP to complete the Transactions.

Quorum

The holders of record on the special meeting record date (as described in the section entitled “The Special Meeting—Record Date; Who Can Vote at the Special Meeting” beginning on page [—] of this joint proxy statement/prospectus) of a majority of the shares of GGP common stock outstanding on the special meeting record date present in person or represented by proxy will constitute a quorum at the special meeting. All shares of GGP common stock, represented in person or by proxy, including abstentions, will be treated as present for purposes of determining the presence or absence of a quorum for all matters voted on at the special meeting. Broker non-votes will only be counted as present for purposes of a quorum if the beneficial owner provides the broker with voting instructions for at least one proposal. As the proposals set forth in this joint proxy statement/prospectus are considered “non-routine” matters under NYSE Rule 452, a stockholder’s shares will not be considered broker non-votes and will not be counted as present for the purpose of determining the existence of a

quorum if no instructions have been provided on how to vote on any of the proposals set forth in this joint proxy statement/prospectus. Under the GGP bylaws, the chairman of the special meeting has the power to adjourn the special meeting whether or not there is a quorum, including if necessary or appropriate to solicit additional proxies if there are not sufficient votes at the time of the special meeting to approve the proposals being considered at the special meeting.

Vote Required

Approval of the merger proposal requires the affirmative vote of the holders of a majority of the outstanding shares of GGP common stock, and the affirmative vote of the holders of a majority of the outstanding target shares. Approval of the charter proposal and the bylaws proposal each requires the affirmative vote of the holders of at least 66-2/3% of the outstanding shares of GGP common stock. If you abstain or fail to vote your shares in favor of the merger proposal, the charter proposal and the bylaws proposal, including broker non-votes, this will have the same effect as a vote “AGAINST” such proposal. The Transactions will not be completed unless the merger proposal, the charter proposal and the bylaws proposal are so approved.

Approval of the compensation proposal requires the affirmative vote of the holders of a majority of the shares of GGP common stock present in person or represented by proxy at the special meeting and entitled to vote on such proposal. Abstentions will have the same effect as votes “ AGAINST ” this proposal. Failures to vote and broker non-votes will have no effect on the approval of this proposal if a quorum is present.

Recommendation of the Special Committee and the GGP Board (Page [—])

The special committee has unanimously: (i) determined that the Transaction Agreements and the Transactions, including the merger, the pre-closing dividend and the charter amendment are advisable and in the best interests of GGP and unaffiliated GGP common stockholders; (ii) recommended that the GGP board approve, adopt and declare advisable and in the best interests of GGP and GGP common stockholders the Transaction Agreements and the Transactions, including the merger, the pre-closing dividend and the charter amendment; (iii) recommended that the GGP board submit for adoption or approval by GGP common stockholders at the special meeting the merger proposal, the charter proposal and the bylaws proposal; and (iv) recommended that the GGP board recommend to GGP common stockholders that they vote in favor of the adoption or approval of the merger proposal, the charter proposal, the bylaws proposal and the compensation proposal.

The GGP board, following the unanimous recommendation of the special committee, has: (i) determined that the Transaction Agreements and the Transactions, including the merger, the pre-closing dividend, the charter amendment and the bylaws amendment are advisable and in the best interests of GGP and GGP common stockholders; and (ii) approved, adopted and declared advisable and in the best interests of GGP and GGP common stockholders the merger agreement, the other Transaction Agreements and the Transactions, including the merger, the pre-closing dividend, the charter amendment and the bylaws amendment.

Accordingly, the GGP board, following the unanimous recommendation of the special committee, recommends that you vote “FOR” the merger proposal, “FOR” the charter proposal, “FOR” the bylaws proposal and “FOR” the compensation proposal. For a more complete description of the recommendation of the special committee and the GGP board, refer to the section entitled “Special Factors—Reasons for the Transactions and Recommendation of the Special Committee and the GGP Board” beginning on page [—] of this joint proxy statement/prospectus.

Opinion of Goldman Sachs & Co. LLC (Page [—])

At a meeting of the special committee held on March 26, 2018, Goldman Sachs & Co. LLC, which we refer to as Goldman Sachs, rendered to the special committee its oral opinion, subsequently confirmed in writing, to the effect that, as of that date, and based upon and subject to the factors and assumptions set forth in Goldman Sachs’ written opinion, the aggregate amount of the pre-closing dividend in the form of cash and shares of class A stock (or, at the election of GGP common stockholders, BPY units) and merger consideration, which we refer to collectively as the aggregate consideration, to be paid to GGP common stockholders (other than BPY or BPY’s affiliates) pursuant to the merger agreement was fair from a financial point of view to such holders.

The full text of the written opinion of Goldman Sachs, dated March 26, 2018, which sets forth the assumptions made, procedures followed, matters considered, qualifications and limitations on the review undertaken in connection with the opinion, is attached to this joint proxy statement/prospectus as Annex D. Goldman Sachs’ advisory services and opinion were provided for the information and assistance of the special committee in connection with its consideration of the proposed Transactions and the opinion does not constitute a recommendation as to how any GGP common stockholder should vote or make any election with respect to the proposed Transactions or any other matter.

Pursuant to the engagement letter under which Goldman Sachs was engaged to serve as the financial advisor to the special committee, GGP has agreed to pay Goldman Sachs a transaction fee of approximately $30 million, all of which is contingent upon consummation of the Transactions. In addition, GGP has agreed to reimburse Goldman Sachs for certain of its expenses, including reasonable attorneys’ fees and disbursements, and to indemnify Goldman Sachs and related persons against various liabilities, including certain liabilities under the federal securities laws.

For more information, see “Special Factors—Opinion of Goldman Sachs & Co. LLC” beginning on page [—] of this joint proxy statement/prospectus and Annex D of this joint proxy statement/prospectus.

Purpose and Reasons of the Parent Parties and the Brookfield Filing Persons for the Transactions (Page [—])

Under the SEC rules governing “going private” transactions, each of the Parent parties and the Brookfield filing persons may be deemed an affiliate of GGP and, therefore, is required to express its purposes and reasons for the Transactions to GGP’s “unaffiliated security holders,” as defined under Rule 13e-3 of the Exchange Act. For a description of the Parent parties’ and the Brookfield filing persons’ purposes and reasons for the Transactions to unaffiliated GGP common stockholders, refer to the section entitled “Special Factors—Purpose and Reasons of the Parent Parties and the Brookfield Filing Persons for the Transactions” beginning on page [—] of this joint proxy statement/prospectus. For purposes of this joint proxy statement/prospectus, we refer to BAM, Brookfield Retail Holdings VII Sub 3 LLC, which we refer to as BPY Sub 3, Brookfield BPY Retail Holdings II Subco LLC, New Brookfield BPY Retail Holdings II LLC, BPY Retail V LLC, BPY Retail I LLC, Brookfield Retail Mall LLC, Brookfield Retail Holdings II Sub III LLC, Brookfield Retail Holdings Warrants LLC, New GGP Warrants LLC, BW Purchaser, LLC and Brookfield Retail Holdings VII LLC, collectively, as the Brookfield filing persons.

Positions of the Parent Parties and the Brookfield Filing Persons as to the Fairness of the Transactions (Page [—])

Under the SEC rules governing “going private” transactions, each of the Parent parties and the Brookfield filing persons may be deemed an affiliate of GGP and, therefore, is required to express its beliefs as to the fairness of the Transactions, including the merger, to GGP’s “unaffiliated security holders,” as defined under Rule 13e-3 of the Exchange Act. For a description of the Parent parties’ and the Brookfield filing persons’ beliefs

as to the fairness of the Transactions, including the merger, to unaffiliated GGP common stockholders, see the section entitled “Special Factors—Positions of the Parent Parties and the Brookfield Filing Persons as to the Fairness of the Transactions” beginning on page  [—] of this joint proxy statement/prospectus.

Stock Ownership and Voting of Directors and Executive Officers of GGP (Page [—])

As of the close of business on the special meeting record date, there were [—] shares of GGP common stock outstanding and entitled to vote. As of the same date, the directors and executive officers of GGP and their affiliates held and were entitled to vote [—] shares of GGP common stock, collectively representing approximately [—]% of the shares of GGP common stock outstanding and entitled to vote on that date. Approval of the merger proposal requires the affirmative vote of the holders of a majority of the outstanding shares of GGP common stock, and the affirmative vote of the holders of a majority of the outstanding target shares. Approval of the charter proposal and the bylaws proposal each requires the affirmative vote of the holders of at least 66-2/3% of the outstanding shares of GGP common stock. The directors and executive officers of GGP have each indicated that they expect to vote “ FOR ” the merger proposal, “ FOR ” the charter proposal, “ FOR ” the bylaws proposal and “ FOR ” the compensation proposal. Refer to the section entitled “Certain Beneficial Ownership of GGP Common Stock—Ownership of Equity Securities of GGP by Directors and Executive Officers” beginning on page [—] of this joint proxy statement/prospectus.

Interests of GGP’s Directors and Executive Officers in the Transactions (Page [—])

In considering the recommendation of the special committee and the GGP board with respect to the proposed Transactions, you should be aware that directors and executive officers of GGP may have certain interests in the Transactions that may be different from, or in addition to, the interests of GGP common stockholders generally. The special committee and the GGP board were aware of and considered these interests, among other matters, in evaluating and, in the case of the special committee, negotiating the merger agreement and the Transactions and in recommending that the merger proposal and related proposals be adopted by the GGP common stockholders. These interests include, but are not limited to, the following:

For a more complete description of these interests, see the section entitled “Special Factors—Interests of GGP’s Directors and Executive Officers in the Transactions” beginning on page [—] of this joint proxy statement/prospectus.

Listing of Class A Stock, New Series A Preferred Stock and BPY Units (Page [—])

Approval of the listing on the NASDAQ or the NYSE of class A stock to be issued in the Transactions pursuant to the merger agreement is a condition to each of GGP’s and BPY’s obligation to consummate the Transactions, subject to official notice of issuance prior to the closing of the Transactions. It is expected that class A stock will be listed and trade on the NASDAQ under the trading symbol “BPR.”

GGP has applied to list the new series A preferred stock on the NASDAQ. It is expected that new series A preferred stock will trade on the NASDAQ under the trading symbol “BPRAP.”

BPY has applied to list the BPY units to be issued to unaffiliated GGP common stockholders in connection with the Transactions on the TSX. Such listing is subject to the approval of the TSX in accordance with its applicable listing requirements. BPY also intends to apply to list the BPY units to be issued to unaffiliated GGP common stockholders in connection with the Transactions on the NASDAQ. BPY units are currently traded on the NASDAQ and TSX under the trading symbols “BPY” and “BPY.UN,” respectively.

Following the consummation of the Transactions, it is expected that the GGP common stock and GGP’s pre-existing series A preferred stock will be deregistered under the Exchange Act and delisted from the NYSE. However, BPR will be subject to the reporting requirements under the Exchange Act.

Appraisal Rights (Page [—])

If the Transactions are completed, GGP common stockholders who comply exactly with the applicable requirements and procedures of Section 262 of the DGCL will be entitled to demand appraisal of their shares of GGP common stock (i.e., the dissenting shares) and receive in lieu of the per share merger consideration a cash payment equal to the “fair value” of their GGP common stock, as determined by the Delaware Court of Chancery, which we refer to as the Court of Chancery, in accordance with Section 262 of the DGCL, plus interest, if any, on the amount determined to be the fair value, subject to the provisions of Section 262 of the DGCL. Such appraised value may be greater than, the same as or less than the per share merger consideration. Section 262 of the DGCL is included as Annex J to this joint proxy statement/prospectus. We encourage you to read these provisions carefully and in their entirety. Moreover, due to the complexity of the procedures for exercising and perfecting the right to seek appraisal, GGP common stockholders who are considering exercising such rights are encouraged to seek the advice of legal counsel. Failure to comply exactly with all of the procedures set forth in Section 262 of the DGCL will result in a termination or loss of the right of appraisal. A GGP common stockholder who submits a proxy card and who wishes to exercise appraisal rights must mark “AGAINST” or “ABSTAIN” with respect to the merger proposal. GGP common stockholders who wish to exercise their appraisal rights and hold shares in the name of a bank, broker, trust or other nominee must instruct their bank, broker, trust or other nominee to enable them to demand appraisal for their common stock.

Conditions to Consummation of the Charter Amendment, the Bylaws Amendment, the Partnership Agreement Amendment and Restatement and the Merger (Page [—])

The obligation of each of GGP, BPY and Goldfinch to consummate the charter amendment, the bylaws amendment, the partnership agreement amendment and restatement and the merger is subject to the fulfillment or written waiver by each of BPY (on behalf of itself and Goldfinch) and GGP, prior to the effective time of the charter amendment and the partnership agreement amendment and restatement, of the following conditions:

On April 23, 2018, BPY received a determination in writing 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.

In addition, BPY’s and Goldfinch’s obligation to effect the charter amendment, the bylaws amendment, the partnership agreement amendment and restatement and the merger is also subject to the fulfillment or written waiver by BPY, at or prior to the effective time of the charter amendment and the partnership agreement amendment and restatement, of the following conditions:

In addition, GGP’s obligation to effect the charter amendment, the bylaws amendment, the partnership agreement amendment and restatement and the merger is also subject to the fulfillment or written waiver by GGP, at or prior to the effective time of the charter amendment and the partnership agreement amendment and restatement, of the following conditions:

For additional information regarding the conditions to the consummation of the charter amendment, the bylaws amendment, the partnership agreement amendment and restatement and the merger and a complete list of such conditions, refer to the section entitled “The Merger Agreement—Conditions to Consummation of the Charter Amendment, the Bylaws Amendment, the Partnership Agreement Amendment and Restatement and the Merger” beginning on page [—] of this joint proxy statement/prospectus.

Regulatory Approvals (Page [—])

GGP and BPY have determined that the filing of notification and report forms under the Hart-Scott-Rodino Act (or other antitrust laws) will not be necessary to complete the Transactions. However, at any time before or after the merger, the Antitrust Division of the U.S. Department of Justice, the U.S. Federal Trade Commission, a state attorney general or a foreign competition authority could take action under the antitrust laws as it deems necessary or desirable in the public interest, including seeking to enjoin the merger or seeking divestiture of substantial assets of GGP, BPY or their respective affiliates. Private parties may also bring legal actions under the antitrust laws under certain circumstances.

No Solicitation or Negotiation of Acquisition Proposals (Page [—])

No Solicitation (Page [—])

GGP has agreed that it and its subsidiaries will not, and will direct its and their respective directors, officers or other employees, controlled affiliates or any investment banker, attorney, accountant or other agent or representative retained by any of them, which, collectively and acting in such capacity, we refer to as representatives, not to:

GGP has also agreed that neither it nor its subsidiaries will terminate, amend, modify or waive any rights under, or release any person (other than BPY) from, any “standstill” or other similar agreement unless the special committee determines in good faith (after consultation with its outside legal counsel) that the failure to take such action would be reasonably likely to be inconsistent with the special committee’s fiduciary duties under Delaware law.

Negotiation of Acquisition Proposals (Page [—])

If, prior to the receipt of the requisite stockholder approval, GGP receives an unsolicited acquisition proposal from a third party that did not result from its material breach of the non-solicitation provisions, and the special committee determines in good faith, after consultation with its outside counsel and financial advisor, that such acquisition proposal constitutes or is reasonably likely to constitute or lead to a superior proposal (as defined in the section entitled “The Merger Agreement—Covenants and Agreements—No Solicitation or Negotiation of Acquisition Proposals” beginning on page [—] of this joint proxy statement/prospectus), and that the failure to take the following actions would be reasonably likely to be inconsistent with the special committee’s or the GGP board’s fiduciary duties under Delaware law, then, GGP may:

No Change in Recommendation or Alternative Acquisition (Page [—])

Under the merger agreement, the GGP board and the special committee generally may not change their recommendation of the approval of the charter amendment, the bylaws amendment or the adoption of the merger agreement by the GGP common stockholders, which we refer to as the GGP board recommendation, or do any of the following (each of which we refer to as a GGP board recommendation change):

However, prior to obtaining the requisite stockholder approval, the special committee (or the GGP board acting on the special committee’s recommendation) may make a GGP board recommendation change only in response to (i) GGP receiving an unsolicited, bona fide written acquisition proposal not involving a material breach of the non-solicitation provisions that the special committee (or the GGP board acting on the recommendation of the special committee) determines in good faith, after consultation with the special committee’s financial advisor and outside legal counsel, constitutes a superior proposal; or (ii) an intervening event as described in the section entitled “The Merger Agreement—Covenants and Agreements—No Solicitation or Negotiation of Acquisition Proposals” beginning on page [—] of this joint proxy statement/prospectus.

Prior to any such action being taken, GGP must provide written notice to BPY advising of its intentions and the reasons therefor and take the other actions described in the section entitled “The Merger Agreement—Covenants and Agreements—No Solicitation or Negotiation of Acquisition Proposals” beginning on page [—] of this joint proxy statement/prospectus, including engaging in negotiations in good faith with BPY to the extent

BPY requests to determine whether any changes to the terms and conditions of the merger agreement that have been committed to by BPY in writing would make: (i) in the case of a superior proposal, it no longer being a superior proposal; or (ii) in the case of an intervening event, the failure to make a GGP board recommendation change would no longer be reasonably likely to be inconsistent with the GGP board’s or the special committee’s fiduciary duties.

Termination of the Merger Agreement (Page [—])

The merger agreement may be terminated:

On April 23, 2018, BPY received a determination in writing 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.

Termination Fees and Expenses (Page [—])

If the merger agreement is terminated by BPY due to the requisite stockholder approval not being obtained at the special meeting, GGP will pay to BPY all reasonable out-of-pocket third-party expenses and fees incurred by BPY and Goldfinch in connection with the Transaction Agreements and the Transactions in an amount not to exceed $20 million.

GGP must pay a fee of up to $400 million to BPY or an affiliate of BPY designated by BPY if:

BPY must pay a fee of up to $1.2 billion to GGP within two (2) business days after demand by GGP if:

Specific Performance (Page [—])

The parties are entitled to an injunction or injunctions, specific performance and other equitable relief to prevent breaches of the merger agreement and to specifically enforce its terms and provisions, in addition to any other remedy to which they are entitled under the merger agreement, at law or in equity, provided that each party acknowledges and agrees that:

Material U.S. Federal Income Tax Considerations and Consequences (Page [—])

The pre-closing dividend is expected to be treated as a dividend for U.S. federal income tax purposes to the extent it is paid out of GGP’s earnings and profits, which is expected to include a substantial amount of capital gain that is expected to be recognized as a result of the pre-closing transactions entered into after the Brookfield affiliate exchange. To the extent the pre-closing dividend exceeds GGP’s earnings and profits, it is expected to be treated as a non-taxable return of capital which will reduce the unaffiliated GGP common stockholder’s tax basis in its GGP common stock to the extent thereof, and to the extent it exceeds the unaffiliated GGP common stockholder’s adjusted tax basis, it is expected to result in gain being recognized by the unaffiliated GGP common stockholder. The conversion of shares of GGP common stock held by unaffiliated GGP common stockholders into the right to receive the merger consideration in the merger, and the exchange of class A stock for BPY units at the election of an unaffiliated GGP common stockholder, are each expected to result in gain or loss being recognized by the unaffiliated GGP common stockholder. However, certain aspects of the tax consequences of the Transactions are not entirely clear, and each holder of GGP common stock is strongly urged to consult its tax advisor regarding the potential U.S. federal income tax consequences to it of the Transactions.

For a more complete discussion of the U.S. federal income tax consequences of the Transactions, refer to the section entitled “Material U.S. Federal Income Tax Considerations and Consequences—Material U.S. Federal Income Tax Considerations and Consequences of the Transactions” beginning on page [—] of this joint proxy statement/prospectus.

Accounting Treatment of the Transactions (Page [—])

The Transactions are expected to result in BPY consolidating BPR effective on the closing date of the merger. The Transactions are expected to be treated as a business combination that is accounted for under the acquisition method of accounting in accordance with IFRS 3, Business Combinations . Accordingly, BPY will recognize the fair value of GGP’s assets acquired and liabilities assumed at closing.

Absent an election by BPR to apply push-down accounting, a new basis of accounting will not be reflected within BPR’s financial statements following the Transactions. The shares of class A stock will be recorded separately from permanent equity of BPR within temporary equity as they are redeemable under conditions not under the sole control of BPR.

For more information, see “Special Factors—Accounting Treatment of the Transactions” beginning on page [—] of this joint proxy statement/prospectus.

Comparison of Rights of Holders of GGP Common Stock, Class A Stock and BPY Units (Page [—])

The rights of GGP common stockholders are governed by the DGCL and by the GGP charter and the GGP bylaws. The rights of BPY unitholders are governed by BPY’s limited partnership agreement and certain provisions of Bermuda law. Upon the consummation of the Transactions, the rights of the former unaffiliated GGP common stockholders who elect to receive shares of class A stock will be governed by, and will be subject to, the DGCL, the amended charter and the amended bylaws, and the rights of former unaffiliated GGP common stockholders who elect (or are deemed to have elected) to receive BPY units will be governed by, and will be subject to, the BPY limited partnership agreement and certain provisions of Bermuda law.

Following the consummation of the Transactions, holders 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 BPY’s election. Subject to the prior rights of holders of all classes and series of preferred stock at the time outstanding having prior rights as to dividends, each share of class A stock will entitle its holder to cumulative dividends per share in a cash amount equal in value to the amount of any distribution made on a BPY unit. Such exchange and distribution rights are subject to adjustment in the event of certain dilutive or other capital events by BPY or

BPR. The record and payment dates for the dividends or other distributions upon the shares of class A stock, to the extent not prohibited by applicable law, will be the same as the record and payment dates for the dividends or other distributions upon the BPY units. All such dividends to holders of class A stock will be paid prior and in preference to any dividends or distributions on the class B stock, class C stock or the common stock and will be fully declared and paid before any dividends are declared and paid or any other distributions are made on any class B stock, class C stock or the common stock. The holders of class A stock shall not be entitled to any dividends from BPR other than the class A dividend.

Except as otherwise expressly provided in the amended charter or as required by law, 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 thereof held at the record date for the determination of stockholders entitled to vote on any matter. The holders of shares of class A stock will be entitled to one (1) vote for each share thereof held at the record date for the determination of stockholders entitled to vote on any matter, 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 (as described in “Comparison of Rights of Holders of GGP Common Stock, Class A Stock and BPY Units” beginning on page [—] of this joint proxy statement/prospectus), or (ii) to reduce the voting power of the class B stock or class C stock.

Upon a liquidation, dissolution or winding up of BPR or GGPOP, holders of class A stock will rank senior to the class B stock and class C stock, and will be entitled to certain cash payments as described below under the section entitled “Description of Class B Stock—Liquidation” beginning on page [—] of this joint proxy statement/prospectus.

For a summary of certain material differences between the rights of GGP common stockholders, holders of class A stock and BPY unitholders under the governing documents of GGP, BPR and BPY and the applicable laws noted above, see “Comparison of Rights of Holders of GGP Common Stock, Class A Stock and BPY Units” beginning on page  [—] of this joint proxy statement/prospectus.

Comparison of Rights of Holders of GGP’s Pre-Existing Series A Preferred Stock and New Series A Preferred Stock (Page [—])

If the merger is consummated, the holders of GGP’s pre-existing series A preferred stock will become holders of the new series A preferred stock. The rights of GGP’s pre-existing series A preferred stockholders are currently governed by and subject to the provisions of the DGCL, the GGP charter, including the pre-existing Certificate of Designations, Preferences and Rights of 6.375% Series A Cumulative Redeemable Preferred Stock of GGP (a copy of which is being filed as an exhibit to this joint proxy statement/prospectus, and which is incorporated by reference herein), and the GGP bylaws. Upon consummation of the Transactions, the rights of GGP’s pre-existing series A preferred stockholders who receive the new series A preferred stock will be governed by the DGCL and the amended charter, the amended bylaws and the new Certificate of Designations, Preferences and Rights of 6.375% Series A Cumulative Redeemable Preferred Stock of BPR, which we refer to as the new series A preferred stock designations.

For a summary of certain material differences between the rights of holders of GGP’s pre-existing series A preferred stock and the holders of the new series A preferred stock under the governing documents of GGP, BPR and BPY and the applicable laws noted above, see “Comparison of Rights of Holders of GGP Series A Preferred Stock and New Series A Preferred Stock” beginning on page [—] of this joint proxy statement/prospectus.

Litigation Relating to the Transactions (Page [—])

Following the announcement of the execution of the merger agreement, lawsuits challenging the Transactions were filed in the Court of Chancery on behalf of putative classes of GGP common stockholders. On

April 10, 2018, a purported GGP common stockholder filed an action captioned Susman v. GGP Inc., et al ., and on April 11, 2018, a purported GGP common stockholder filed an action captioned Lowinger v. GGP Inc., et al . Both actions name as defendants GGP, BPY and the members of the GGP board. On April 19, 2018, the actions were consolidated under the caption In re GGP, Inc. Stockholder Litigation , and the complaint filed in the Susman action was designated the operative complaint in the consolidated action. The complaint alleges generally that the members of the GGP board and BPY breached their fiduciary duties by agreeing to the Transactions following an unfair process and at an unfair price. Both actions also allege that GGP and BPY aided and abetted the alleged breaches of fiduciary duties by members of the GGP board. The complaints seek, among other things, injunctive relief, attorney’s and expert fees and expenses, and, if the Transactions are completed, money damages. The defendants have not yet answered or otherwise responded in the complaint.

Other potential plaintiffs may file lawsuits challenging the Transactions. The outcomes of the pending action and any additional future litigation are uncertain. Such litigation, if not resolved, could prevent or delay completion of the Transactions and result in substantial costs to GGP and BPY, including any costs associated with the indemnification of directors and officers. One of the conditions to the closing of the Transactions is the absence of any court or other governmental authority enacting, issuing, enforcing or entering any law (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins or otherwise prohibits consummation of any Transaction. Therefore, if a plaintiff were successful in obtaining an injunction prohibiting the consummation of the Transactions on the agreed-upon terms, then such injunction may prevent the Transactions from being completed, or from being completed within the expected timeframe. The defense or settlement of any lawsuit or claim that remains unresolved at the time the Transactions are completed may adversely affect BPY’s business, financial condition, results of operations and cash flows.

Risk Factors (Page [—])

In evaluating the Transactions, you should carefully read this joint proxy statement/prospectus in its entirety, including all of the annexes hereto and the other information included and incorporated by reference herein, including the matters addressed in the section entitled “Cautionary Statement Concerning Forward—Looking Statements” beginning on page [—] of this joint proxy statement/prospectus. You should especially consider the factors described under the section entitled “Risk Factors” beginning on page [—] of this joint proxy statement/prospectus and under the caption “Risk Factors” or “Risks and Uncertainties,” as applicable, in GGP’s Annual Report on Form 10-K for the year ended December 31, 2017 and BPY’s Annual Report on Form 20-F for the year ended December 31, 2017, and subsequent Quarterly Reports on Form 10-Q with respect to GGP, each of which is incorporated herein by reference.