This Tender Offer Statement on Schedule TO (this “Schedule TO”) relates to the offer by Brookfield Property REIT Inc., a Delaware corporation that has elected to be taxed as a real estate investment trust for U.S. federal income tax purposes (the “Company”), to purchase for cash up to 9,166,667 shares of its class A stock, par value $0.01 per share (the “Class A Stock”), at a price of $12.00 per share of Class A Stock, net to the seller in cash, less any applicable withholding taxes and without interest, or approximately $110 million in the aggregate, on the terms and subject to the conditions described in the Offer to Purchase, dated July 6, 2020 (the “Offer to Purchase”), a copy of which is filed herewith as Exhibit (a)(1)(A), and the related Letter of Transmittal (the “Letter of Transmittal”), a copy of which is filed herewith as Exhibit (a)(1)(B), which, together with any amendments or supplements thereto, collectively constitute the “Offer”. This Schedule TO is intended to satisfy the reporting requirements of Rule 13e-4(c)(2) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
The information contained in the Offer to Purchase and the Letter of Transmittal, respectively, as each may be amended or supplemented from time to time, is hereby incorporated by reference in response to certain items of this Schedule TO.
Item 1.
Summary Term Sheet.
The information set forth under “Summary Term Sheet” in the Offer to Purchase is incorporated herein by reference.
Item 2.
Subject Company Information.
(a)
The name of the issuer is Brookfield Property REIT Inc., a Delaware corporation. The address and telephone number of the Company’s principal executive offices are: 250 Vesey Street, 15th Floor, New York, New York, 10281-1023; (212) 417-7000.
(b)
This Schedule TO relates to the Class A Stock of the Company, par value $0.01 per share. As of June 26, 2020, there were 55,297,321 shares of Class A Stock issued and outstanding. The information set forth under “Summary Term Sheet” in the Offer to Purchase is incorporated herein by reference.
(c)
The information regarding the trading market and price of the Class A Stock set forth in Section 7, “Price Range of Shares of Class A Stock; Dividends”, of the Offer to Purchase is incorporated herein by reference.
Item 3.
Identity and Background of Filing Person.
(a)
Brookfield Property REIT Inc., is the filing person and subject company. The Company’s address and telephone number are set forth in Item 2(a) above, which is incorporated herein by reference.
The information set forth in Section 10, “Interests of Directors, Executive Officers and Affiliates; Transactions and Arrangements Concerning the Shares of Class A Stock”, of the Offer to Purchase is incorporated herein by reference.
Item 4.
Terms of the Transaction.
(a)
The information regarding the material terms of the transaction set forth in the Offer to Purchase in “Summary Term Sheet”, “Introduction”, Section 1, “Number of Shares of Class A Stock; Purchase Price; Proration; Odd Lots”, Section 2, “Purpose of the Offer; Certain Effects of the Offer; Plans or Proposals”, Section 3, “Procedures for Tendering Shares of Class A Stock”, Section 4, “Withdrawal Rights”, Section 5, “Purchase of Shares of Class A Stock and Payment of Purchase Price”, Section 6, “Conditions of the Offer”, Section 8, “Source and Amount of Funds”, Section 10, “Interests of Directors, Executive Officers and Affiliates; Transactions and Arrangements Concerning the Shares of Class A Stock”, Section 13, “Material U.S. Federal Income Tax Considerations”, and Section 14, “Extension of the Offer; Termination; Amendment”, is incorporated herein by reference. There will be no material differences in the rights of the remaining security holders of the Company as a result of this transaction.