EXPLANATORY NOTE
DEREGISTRATION OF SECURITIES
These post-effective amendments (these “Post-Effective Amendments”) relate to the following Registration Statements filed by Brookfield Property Partners L.P., a Bermuda exempted limited partnership (“BPY”), on Form S-8 (collectively, the “Registration Statements”):
· Registration Statement No. 333-196622, originally filed with the Securities and Exchange Commission (the “SEC”) on June 9, 2014, which registered the offer and sale of 1,500,000 limited partnership units of BPY (“units”) issuable pursuant to the Brookfield Property Group Restricted Stock Plan;
· Registration Statement No. 333-203042, originally filed with the SEC on March 26, 2015, which registered the offer and sale of 15,000,000 units issuable pursuant to the Brookfield Property Partners Amended and Restated BPY Unit Option Plan;
· Registration Statement No. 333-227082, originally filed with the SEC on August 28, 2018, which registered the offer and sale of 3,520,000 units issuable pursuant to the Brookfield Property Partners BPY Unit Option Plan (GGP);
· Registration Statement No. 333-229760, originally filed with the SEC on February 20, 2019, which registered the offer and sale of 1,250,000 units issuable pursuant to the Brookfield Property L.P. FV LTIP Unit Plan ; and
· Registration Statement No. 333-234696, originally filed with the SEC on November 14, 2019, which registered the offer and sale of 7,000,000 units issuable pursuant to the Brookfield Property Partners Amended and Restated BPY Unit Option Plan (Canada).
BPY is filing these Post-Effective Amendments to the Registration Statements to withdraw and remove any unissued and unsold securities issuable by BPY pursuant to the above-referenced Registration Statements.
On July 26, 2021, Brookfield Asset Management Inc. (“BAM”) and BPY successfully closed their previously-announced business combination pursuant to which BAM (through its subsidiaries) acquired all of the issued and outstanding units of BPY by way of a plan of arrangement under the Business Corporations Act (Ontario) (the “Arrangement”), in accordance with and subject to the terms and conditions of that certain Arrangement Agreement, dated as of March 31, 2021 (as amended, the “Arrangement Agreement”), by and among BPY, BAM and BPY Arrangement Corporation, a wholly owned subsidiary of BAM.
In connection with the Arrangement, BPY has terminated all offerings of its securities pursuant to the above-referenced Registration Statements. In accordance with an undertaking made by BPY in Part II of each of the Registration Statements to remove from registration, by means of a post-effective amendment, any securities that had been registered for issuance that remain unsold at the termination of the offering, BPY hereby removes and withdraws from registration all such securities of BPY registered under the Registration Statements that remain unsold as of the date these Post-Effective Amendments.
The foregoing summary of the Arrangement Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Arrangement Agreement.
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