BPYPP Brookfield Property Partners LP

 

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 August 2023

 

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 offices)

 

  

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): ¨

 

  

DOCUMENTS FILED AS PART OF THIS FORM 6-K

 

See the Exhibit List to this Form 6-K.

 

 

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:  August 15, 2023	Brookfield PROPERTY PARTNERS L.P., by its general partner, Brookfield Property Partners Limited
	By:	/s/ “Jane Sheere”
	Name:	Jane Sheere
	Title:	Secretary

 

 

EXHIBIT LIST

 

Exhibit	Description
99.1	Brookfield Property Partners L.P. press release dated August 11, 2023
99.2	Second Amendment to Third Amended and Restated Master Services Agreement dated as of August 3, 2021 between Brookfield Property Partners L.P. and Brookfield Corporation (formerly Brookfield Asset Management Inc.) dated August 11, 2023

  

 

Exhibit 99.1

 

 

 

 

 

BROOKFIELD PROPERTY PARTNERS DECLARES QUARTERLY DIVIDENDS ON LISTED PREFERRED UNITS

 

All dollar references are in U.S. dollars, unless noted otherwise.

 

BROOKFIELD NEWS, August 11, 2023 – Brookfield Property Partners (“BPY” or the "Partnership") announced today that the Board of Directors has declared quarterly distributions on the Partnership’s Class A Nasdaq-listed BPYPP, BPYPO, BPYPN and BPYPM (TSX: BPYP.PR.A) preferred units of $0.40625 per unit, $0.3984375 per unit, $0.359375 per unit and $0.390625 per unit, respectively, payable on September 29, 2023, to holders of record at the close of business on September 1, 2023.

 

# # #

 

Brookfield Property Partners

 

Brookfield Property Partners is one of the world’s premier real estate companies. We own and operate iconic properties in the world’s major markets, and our global portfolio includes office, retail, multifamily, logistics, hospitality, single-family rentals, manufactured housing, student housing and self-storage.

 

Brookfield Property Partners is a subsidiary of Brookfield Corporation (NYSE: BN, TSX: BN). More information is available at www.brookfield.com.

 

Contact:

Rachel Nappi 

Director, Investor Relations 

Tel.: (212) 417-7169 

Email: Rachel.Nappi@brookfield.com

 

 

Exhibit 99.2 

 

BROOKFIELD PROPERTY PARTNERS L.P.

 

SECOND AMENDMENT TO THE
THIRD AMENDED AND RESTATED MASTER SERVICES AGREEMENT

 

THIS AMENDMENT (the “Amendment”) to the Third Amended and Restated Master Services Agreement dated as of August 3, 2021 (the “Agreement”) between Brookfield Property Partners L.P. (the “Partnership”) and Brookfield Corporation (formerly known as Brookfield Asset Management Inc.), inter alias, is dated August 11, 2023. Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement.

 

WHEREAS, the undersigned desire to amend the Agreement, with respect to the definition of Management Fee under the Agreement, as set out herein;

 

NOW THEREFORE,

 

1.

Amendment to Article 1

 

Section 1.1.41 is hereby deleted in its entirety and replaced with the following:

 

“Management Fee” means, with respect to any Quarter, an amount equal to the sum of (a) 0.2625% of the sum of the following amounts, if any, each of which shall be calculated by the BPY General Partner, acting reasonably, as of the last day of the Quarter immediately preceding such Quarter: (i) the Equity Attributable to Core Assets and (ii) the carrying value of the Outstanding non-voting common shares of CanHoldco and (b) any fees payable, which have not already been paid, by any member of the BPY Group in respect of such Quarter in connection with the commitment by the BPY Group to private real estate funds of any member of the Service Provider Group (or any Affiliate thereof) but for the election by the BPY Group for such fees to be added to the Management Fee, excluding any accrued fees that have not become due and payable (for greater certainty, such excluded accrued fees may include fees that are not yet subject to a capital call by the applicable private real estate fund), without duplication of the payment of any such fees;

 

2.

The amendment contained herein to Sections 1.1.41 will apply commencing January 1, 2023.

 

3.

This Amendment shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.

 

4.

Except as modified herein, all terms and conditions of the Agreement shall remain in full force and effect.

 

5.

This Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which shall be construed together as one agreement.

 

[Remainder of this page left blank intentionally.]

 

 

IN WITNESS WHEREOF, the undersigned have executed this Amendment as of August 11, 2023.

 

			BROOKFIELD CORPORATION
			By:	/s/ Kathy Sarpash
				Name:    Kathy Sarpash Title:      Managing Director, Legal & Regulatory

 

 

			BROOKFIELD PROPERTY PARTNERS L.P.,
			By:	BROOKFIELD PROPERTY PARTNERS LIMITED, its general partner
			By:	/s/ Jane Sheere
				Name:    Jane Sheere Title:      Secretary

 

 

			BROOKFIELD PROPERTY L.P.
			By:	BROOKFIELD PROPERTY PARTNERS L.P., its managing general partner
			By:	BROOKFIELD PROPERTY PARTNERS LIMITED, its general partner
			By:	/s/ Jane Sheere
				Name:    Jane Sheere Title:      Secretary

 

[Second Amendment to Amended and Restated Master Services Agreement]

 

 

			Brookfield Global Property Advisor Limited
			By:	/s/ Philippa Elder
				Name:    Philippa Elder Title:      Director

 

 

			BROOKFIELD PROPERTY GROUP LLC
			By:	/s/ Brett Fox
				Name:    Brett Fox Title:      Managing Partner

 

 

			BROOKFIELD ASSET MANAGEMENT PRIVATE INSTITUTIONAL CAPITAL ADVISER US, LLC
			By:	/s/ Brett Fox
				Name:    Brett Fox Title:      Managing Partner

 

 

			BROOKFIELD PROPERTY GROUP (CANADA) L.P.,
			By:	BPG MANAGER HOLDINGS GP ULC, its general partner
			By:	/s/ Michelle Seto
				Name:    Michelle Seto Title:      Vice President

 

[Second Amendment to Amended and Restated Master Services Agreement]

 

  

			Brookfield Asset Management Services Srl
			By:	/s/ Gregory McConnie
				Name:    Gregory McConnie Title:      Manager

 

 

			Brookfield Private Capital (DIFC) Limited
			By:	/s/ Swati Mandava
				Name:    Swati Mandava Title:      Director

 

 

			Brookfield Property Group Australia Pty Ltd.
			By:	/s/ Mandy Chiang
				Name:    Mandy Chiang Title:      Secretary

 

 

			BROOKFIELD PROPERTIES RETAIL HOLDING LLC
			By:	/s/ Brett Fox
				Name:    Brett Fox Title:      Senior Vice President and Secretary

 

[Second Amendment to Amended and Restated Master Services Agreement]

 

 

			BPR OP, LP
			By:	BPR REAL ESTATE HOLDING II, LLC, its general partner
			By:	/s/ Jack Kanter
				Name:    Jack Kanter Title:      Secretary

 

 

			BROOKFIELD BPY HOLDINGS INC.
			By:	/s/ Michelle Seto
				Name:    Michelle Seto Title:      Assistant Secretary

 

 

			BPY BERMUDA HOLDINGS LIMITED
			By:	/s/ Jane Sheere
				Name:    Jane Sheere Title:      Secretary

 

 

			BPY BERMUDA HOLDINGS II LIMITED
			By:	/s/ Jane Sheere
				Name:    Jane Sheere Title:      Secretary

 

 

			BROOKFIELD BPY PROPERTY HOLDINGS I LLC
			By:	/s/ Michelle L. Campbell
				Name:    Michelle L. Campbell Title:      Senior Vice President and Secretary

 

[Second Amendment to Amended and Restated Master Services Agreement]

 

 

			BROOKFIELD BPY PROPERTY HOLDINGS III LLC
			By:	/s/ Michelle L. Campbell
				Name:    Michelle L. Campbell Title:      Senior Vice President and Secretary

 

 

			BROOKFIELD BPY RETAIL HOLDINGS I LLC
			By:	/s/ Michelle L. Campbell
				Name:    Michelle L. Campbell Title:      Senior Vice President

 

 

			BPY BERMUDA HOLDINGS III LIMITED
			By:	/s/ Jane Sheere
				Name:    Jane Sheere Title:      Secretary

 

 

			BROOKFIELD BPY RETAIL HOLDINGS II INC.
			By:	/s/ Michelle Seto
				Name:    Michelle Seto Title:      Assistant Secretary

 

 

			BOP (GERMANY) HOLDINGS LTD.
			By:	/s/ Michelle Seto
				Name:    Michelle Seto Title:      Vice President

 

[Second Amendment to Amended and Restated Master Services Agreement]

 

 

			BROOKFIELD OFFICE PROPERTIES INC.
			By:	/s/ Michelle Seto
				Name:    Michelle Seto Title:      Vice President

 

 

			BROOKFIELD PROPERTY SPLIT CORP.
			By:	/s/ Michelle Seto
				Name:    Michelle Seto Title:      Vice President

 

 

			BP US REIT LLC
			By:	/s/ Michelle L. Campbell
				Name:    Michelle L. Campbell Title:      Senior Vice President

 

 

			BOP (USD) LTD.
			By:	/s/ Michelle Seto
				Name:    Michelle Seto Title:      Vice President

 

 

			BOP (EUROPE) HOLDINGS LTD.
			By:	/s/ Michelle Seto
				Name:    Michelle Seto Title:      Vice President

 

[Second Amendment to Amended and Restated Master Services Agreement]

 

  

			BOPA HOLDINGS LTD.
			By:	/s/ Michelle Seto
				Name:    Michelle Seto Title:      Vice President

 

 

			BPY BERMUDA HOLDINGS IV LIMITED
			By:	/s/ Jane Sheere
				Name:    Jane Sheere Title:      Secretary

 

 

			BPY BERMUDA HOLDINGS V LIMITED
			By:	/s/ Jane Sheere
				Name:    Jane Sheere Title:      Secretary

 

 

			BPY BERMUDA HOLDINGS VI LIMITED
			By:	/s/ Jane Sheere
				Name:    Jane Sheere Title:      Secretary

 

 

			BPY BERMUDA HOLDINGS VII LIMITED
			By:	/s/ Jane Sheere
				Name:    Jane Sheere Title:      Secretary

 

[Second Amendment to Amended and Restated Master Services Agreement]

 

 

			BPR HOLDING REIT I LLC
			By:	/s/ Michelle L. Campbell
				Name:    Michelle L. Campbell Title:      Senior Vice President

 

 

			BPY HOLDING REIT II LLC
			By:	/s/ Michelle L. Campbell
				Name:    Michelle L. Campbell Title:      Senior Vice President

 

 

			BROOKFIELD PROPERTIES (CANADA) INC.
			By:	/s/ Michelle Seto
				Name:    Michelle Seto Title:      Vice President

 

 

			BROOKFIELD BPY HOLDINGS (AUSTRALIA) ULC
			By:	/s/ Michelle Seto
				Name:    Michelle Seto Title:      Assistant Secretary

 

 

			BOP AUSTRALIA PTY LTD, as trustee for and on behalf of BOPA TRUST
			By:	/s/ Mandy Chiang
				Name:    Mandy Chiang Title:      Secretary

 

[Second Amendment to Amended and Restated Master Services Agreement]

 

 

			BROOKFIELD PROPERTY PARTNERS (AUSTRALIA) PTY LIMITED, as trustee for and on behalf of BROOKFIELD BPY TRUST (AUSTRALIA)
			By:	/s/ Mandy Chiang
				Name:    Mandy Chiang Title:      Secretary

 

[Second Amendment to Amended and Restated Master Services Agreement]

 

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