Basic Stats
| LEI | 549300K1JD1LDRNBET48 |
| CIK | 1496048 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Brookfield Property REIT Inc.
SEC Filings (Chronological Order)
This page provides a complete, chronological list of SEC Filings, excluding ownership filings which we provide elsewhere.
| August 30, 2021 |
As filed with the Securities and Exchange Commission on August 30, 2021 As filed with the Securities and Exchange Commission on August 30, 2021 Registration No. |
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| August 30, 2021 |
As filed with the Securities and Exchange Commission on August 30, 2021 As filed with the Securities and Exchange Commission on August 30, 2021 Registration No. |
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| August 30, 2021 |
As filed with the Securities and Exchange Commission on August 30, 2021 As filed with the Securities and Exchange Commission on August 30, 2021 Registration No. |
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| August 30, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-34948 Brookfield Property REIT Inc. (Exact name of registrant as specifi |
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| August 6, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2021 ? Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Transition Period from to COMMISSION FILE NUMBER 1-34948 Brookfield Property REIT In |
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| July 30, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 26, 2021 Brookfield Property REIT Inc. (Exact name of registrant as specified in its charter) Delaware 001-34948 27-2963337 (State or other jurisdiction of incorporation) (Commis |
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| July 26, 2021 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 26, 2021 Brookfield Property REIT Inc. (Exact name of registrant as specified in its charter) Delaware 001-34948 27-2963337 (State or other jurisdiction of incorporation) (Commis |
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| July 26, 2021 |
BROOKFIELD ASSET MANAGEMENT COMPLETES PRIVATIZATION OF BROOKFIELD PROPERTY PARTNERS Exhibit 99.1 BROOKFIELD ASSET MANAGEMENT COMPLETES PRIVATIZATION OF BROOKFIELD PROPERTY PARTNERS All dollar references are in U.S. dollars, unless noted otherwise1 BROOKFIELD NEWS, July 26, 2021 ? Brookfield Asset Management Inc. (?BAM?) (NYSE: BAM; TSX: BAM.A) and Brookfield Property Partners L.P. (?BPY?) (Nasdaq: BPY; TSX: BPY.UN) today announced that BAM has completed its previously announced a |
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| July 23, 2021 |
BROOKFIELD PROPERTY PARTNERS ANNOUNCES RESULTS OF UNITHOLDER ELECTIONS IN PRIVATIZATION TRANSACTION Exhibit 99.1 BROOKFIELD PROPERTY PARTNERS ANNOUNCES RESULTS OF UNITHOLDER ELECTIONS IN PRIVATIZATION TRANSACTION All dollar references are in U.S. dollars, unless noted otherwise1 BROOKFIELD NEWS, July 23, 2021 ? Brookfield Property Partners L.P. (?BPY?) (Nasdaq: BPY; TSX: BPY.UN) today announced the results of unitholder elections in Brookfield Asset Management Inc.?s (?BAM?) acquisition of all o |
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| July 23, 2021 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 23, 2021 Brookfield Property REIT Inc. (Exact name of registrant as specified in its charter) Delaware 001-34948 27-2963337 (State or other jurisdiction of incorporation) (Commis |
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| July 20, 2021 |
Exhibit 99.1 BROOKFIELD PROPERTY PARTNERS OBTAINS FINAL COURT APPROVAL FOR THE PRIVATIZATION TRANSACTION AND BROOKFIELD PROPERTY REIT ANNOUNCES INTENTION TO REDEEM ITS 6.375% Series A Cumulative Redeemable Preferred Stock BROOKFIELD NEWS, July 20, 2021 ? Brookfield Asset Management Inc. (?BAM?) (NYSE: BAM; TSX: BAM.A) and Brookfield Property Partners L.P. (?BPY?) (Nasdaq: BPY; TSX: BPY.UN) today a |
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| July 20, 2021 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 20, 2021 Brookfield Property REIT Inc. (Exact name of registrant as specified in its charter) Delaware 001-34948 27-2963337 (State or other jurisdiction of incorporation) (Commis |
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| May 7, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2021 ? Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Transition Period from to COMMISSION FILE NUMBER 1-34948 Brookfield Property REIT I |
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| May 7, 2021 |
Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 7, 2021 Brookfield Property REIT Inc. (Exact name of registrant as specified in its charter) Delaware 001-34948 27-2963337 (State or other jurisdiction of incorporating or organiz |
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| April 1, 2021 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 1, 2021 Brookfield Property REIT Inc. (Exact name of registrant as specified in its charter) Delaware 001-34948 27-2963337 (State or other jurisdiction of incorporation) (Commis |
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| April 1, 2021 |
Exhibit 99.1 Brookfield Asset Management Reaches Agreement with Brookfield Property Partners to Acquire 100% of BPY Units - Aggregate consideration payable to the public of $6.5 billion - Unitholders can elect for each BPY unit $18.17 in cash, 0.3979 of a Brookfield Class A Share or 0.7268 of a BPY preferred unit, subject to pro-ration, for an aggregate consideration mix of approximately 50% cash, |
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| February 26, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (MARK ONE) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to COMMISSION FILE NUMBER 1-34948 Brookfield Proper |
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| February 26, 2021 |
List of Subsidiaries of Brookfield Property REIT Inc. (filed herewith). Exhibit 21.1 SUBSIDIARIES OF THE REGISTRANT Subsidiary Name State or Other Jurisdiction of Incorporation or Organization BPR Nimbus LLC Delaware BPR Cumulus LLC Delaware BPR OP, LP Delaware Brookfield Properties Retail Inc. (TRS) Delaware GGPLP L.L.C. Delaware GGPLP Real Estate LLC Delaware GGP Real Estate Holding I, Inc. Delaware GGP Real Estate Holding II, Inc. Delaware BPY Retail Holdings LLC D |
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| February 12, 2021 |
SC 13G 1 a2021annualsc-13gbrookfiel.htm ANNUAL SC-13G BROOKFIELD PROPERTY REIT INC. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION STATEMENT TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b) (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (b) Brookfield Property REIT Inc. (Name of Issuer) Class A Stock, Par Value $0.01 |
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| February 11, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Brookfield Property REIT Inc. (Name of Issuer) Class A Stock, par value $0.01 per share (Title of Class of Securities) 11282X103 (CUSIP Number) December 31, 2020 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designat |
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| February 10, 2021 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 11)* Name of issuer: Brookfield Property REIT Inc. Class A Title of Class of Securities: REIT CUSIP Number: 11282X103 Date of Event Which Requires Filing of this Statement: December 31, 2020 Check the appropriate box to designate the rule pursuant to which this Schedule |
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| February 2, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 29, 2021 Brookfield Property REIT Inc. (Exact name of registrant as specified in its charter) Delaware 001-34948 27-2963337 (State or other jurisdiction of incorporating or or |
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| November 9, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2020 ☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Transition Period from to COMMISSION FILE NUMBER 1-34948 Brookfield Property RE |
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| November 6, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 5, 2020 Brookfield Property REIT Inc. (Exact name of registrant as specified in its charter) Delaware 001-34948 27-2963337 (State or other jurisdiction of incorporation) (Com |
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| October 6, 2020 |
Unregistered Sales of Equity Securities UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 2, 2020 Brookfield Property REIT Inc. (Exact name of registrant as specified in its charter) Delaware 001-34948 27-2963337 (State or other jurisdiction of incorporation) (Comm |
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| August 19, 2020 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 18, 2020 Brookfield Property REIT Inc. (Exact name of registrant as specified in its charter) Delaware 001-34948 27-2963337 (State or other jurisdiction of incorporation) (Comm |
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| August 19, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE TO (Amendment No. |
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| August 19, 2020 |
BROOKFIELD PROPERTY REIT INC. ANNOUNCES FINAL RESULTS OF TENDER OFFER Exhibit 99.1 BROOKFIELD PROPERTY REIT INC. ANNOUNCES FINAL RESULTS OF TENDER OFFER BROOKFIELD NEWS, August 18, 2020 — Brookfield Property REIT Inc. (NASDAQ: BPYU) announced today the final results of its tender offer (the “Offer”) to purchase up to 9,166,667 shares of its Class A Stock for cash at a price of $12.00 per share. The Offer expired at 5:00 p.m. (Eastern time) on August 12, 2020. Based |
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| August 13, 2020 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 13, 2020 Brookfield Property REIT Inc. (Exact name of registrant as specified in its charter) Delaware 001-34948 27-2963337 (State or other jurisdiction of incorporation) (Comm |
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| August 13, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE TO (Amendment No. |
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| August 13, 2020 |
BROOKFIELD PROPERTY REIT INC. ANNOUNCES PRELIMINARY RESULTS OF TENDER OFFER Exhibit 99.1 BROOKFIELD PROPERTY REIT INC. ANNOUNCES PRELIMINARY RESULTS OF TENDER OFFER BROOKFIELD NEWS, August 13, 2020 — Brookfield Property REIT Inc. (NASDAQ: BPYU) announced today the preliminary results of its tender offer (the “Offer”) to purchase up to approximately 9.2 million shares of its Class A Stock for cash at a price of $12.00 per share. The Offer expired at 5:00 p.m. (Eastern time |
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| August 10, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2020 ☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Transition Period from to COMMISSION FILE NUMBER 1-34948 Brookfield Property REIT In |
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| August 10, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE TO (Amendment No. |
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| August 6, 2020 |
SC TO-I/A 1 tm2023097-10sctoia.htm SC TO-I/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE TO (Amendment No. 1) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 BROOKFIELD PROPERTY REIT INC. (Name of Subject Company (Issuer) and Filing Person (Issuer)) Class A Stock, Par Value $0.01 Per Share (Title of Class of Securi |
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| August 6, 2020 |
Regulation FD Disclosure, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 6, 2020 Brookfield Property REIT Inc. (Exact name of registrant as specified in its charter) Delaware 001-34948 27-2963337 (State or other jurisdiction of incorporation) (Commi |
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| July 29, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 29, 2020 Brookfield Property REIT Inc. (Exact name of registrant as specified in its charter) Delaware 001-34948 27-2963337 (State or other jurisdiction of incorporation) (Commis |
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| July 29, 2020 |
EX-10.1 Exhibit 10.1 EXECUTION VERSION FIRST AMENDMENT TO CREDIT AGREEMENT This FIRST AMEMDMENT TO CREDIT AGREEMENT (this “Amendment”) is made and entered into as of July 29, 2020 by and among Brookfield Retail Holdings VII Sub 3 LLC, a Delaware limited liability company (the “Parent”), Brookfield Property REIT Inc., a Delaware corporation (f/k/a GGP Inc.) (“BPR”), BPR Nimbus LLC, a Delaware limit |
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| July 21, 2020 |
Unregistered Sales of Equity Securities UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 16, 2020 Brookfield Property REIT Inc. (Exact name of registrant as specified in its charter) Delaware 001-34948 27-2963337 (State or other jurisdiction of incorporation) (Commis |
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| July 6, 2020 |
Exhibit (a)(1)(D) Offer to Purchase for Cash by Brookfield Property REIT Inc. of Up to 9,166,667 Shares of its Class A Stock At a Purchase Price of $12.00 Per Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON AUGUST 12, 2020, UNLESS THE OFFER IS EXTENDED OR WITHDRAWN (SUCH TIME AND DATE, AS THEY MAY BE EXTENDED, THE “EXPIRATION DATE”). July 6, |
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| July 6, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 BROOKFIELD PROPERTY REIT INC. |
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| July 6, 2020 |
TABLE OF CONTENTS Exhibit (a)(1)(A) Offer to Purchase for Cash by Brookfield Property REIT Inc. |
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| July 6, 2020 |
Exhibit (a)(1)(C) NOTICE OF GUARANTEED DELIVERY To Tender of Shares of Class A Stock of Brookfield Property REIT Inc. |
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| July 6, 2020 |
Exhibit (a)(1)(B) LETTER OF TRANSMITTAL To Tender Shares of Class A Stock Pursuant to the Offer to Purchase for Cash Dated July 6, 2020 by Brookfield Property REIT Inc. |
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| July 2, 2020 |
Press Release dated July 2, 2020. Exhibit 99.1 BROOKFIELD PROPERTY REIT INC. ANNOUNCES INTENTION TO COMMENCE TENDER OFFER TO ACQUIRE UP TO 9,166,667 SHARES OF CLASS A STOCK AT A PRICE OF $12 PER SHARE - - - BROOKFIELD NEWS, July 2, 2020 – Brookfield Property REIT Inc. (“BPYU” or “the Company”) (NASDAQ: BPYU) announced today its intention to commence a tender offer (the “Offer”) to purchase up to 9,166,667 shares of BPYU’s Class A |
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| July 2, 2020 |
Regulation FD Disclosure, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 2, 2020 Brookfield Property REIT Inc. (Exact name of registrant as specified in its charter) Delaware 001-34948 27-2963337 (State or other jurisdiction of incorporation) (Commiss |
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| July 2, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 2, 2020 Brookfield Property REIT Inc. (Exact name of registrant as specified in its charter) Delaware 001-34948 27-2963337 (State or other jurisdiction of incorporation) (Commiss |
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| July 2, 2020 |
Exhibit 99.1 BROOKFIELD PROPERTY REIT INC. ANNOUNCES INTENTION TO COMMENCE TENDER OFFER TO ACQUIRE UP TO 9,166,667 SHARES OF CLASS A STOCK AT A PRICE OF $12 PER SHARE - - - BROOKFIELD NEWS, July 2, 2020 – Brookfield Property REIT Inc. (“BPYU” or “the Company”) (NASDAQ: BPYU) announced today its intention to commence a tender offer (the “Offer”) to purchase up to 9,166,667 shares of BPYU’s Class A |
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| June 19, 2020 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 17, 2020 Brookfield Property REIT Inc. (Exact name of registrant as specified in its charter) Delaware 001-34948 27-2963337 (State or other jurisdiction of incorporation) (Commis |
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| May 11, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2020 ☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Transition Period from to COMMISSION FILE NUMBER 1-34948 Brookfield Property REIT I |
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| May 8, 2020 |
Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 8, 2020 Brookfield Property REIT Inc. (Exact name of registrant as specified in its charter) Delaware 001-34948 27-2963337 (State or other jurisdiction of incorporation) (Commissi |
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| April 30, 2020 |
DEF 14A 1 tm2017828d1def14a.htm DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as |
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| April 30, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defin |
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| March 2, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 1, 2020 Brookfield Property REIT Inc. (Exact name of registrant as specified in its charter) Delaware 001-34948 27-2963337 (State or other jurisdiction of incorporating or organ |
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| March 2, 2020 |
Exhibit 99.1 BROOKFIELD PROPERTY REIT INC. COMPLETES 2019 ANNUAL FILINGS AND ANNOUNCES TICKER SYMBOL CHANGE TO “BPYU” BROOKFIELD NEWS, March 2, 2020 – Brookfield Property REIT Inc. (NASDAQ: BPYU) announced today that it has filed its 2019 annual report on Form 10-K, including its audited financial statements for the year ended December 31, 2019, with the SEC on EDGAR. This document is also availab |
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| February 28, 2020 |
List of Subsidiaries of Brookfield Property REIT Inc. (filed herewith). Exhibit 21.1 SUBSIDIARIES OF THE REGISTRANT Subsidiary Name State or Other Jurisdiction of Incorporation or Organization BPR Nimbus LLC Delaware BPR Cumulus LLC Delaware BPR OP, LP Delaware Brookfield Properties Retail Inc. (TRS) Delaware GGPLP L.L.C. Delaware GGPLP Real Estate LLC Delaware GGP Real Estate Holding I, Inc. Delaware GGP Real Estate Holding II, Inc. Delaware BPY Retail Holdings LLC D |
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| February 28, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (MARK ONE) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to COMMISSION FILE NUMBER 1-34948 Brookfield Proper |
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| February 28, 2020 |
Exhibit 4.7 Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, as amended The class A stock, par value $0.01 per share (“Class A Stock”), and the 6.375% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share (the “Series A Preferred Stock”), of Brookfield Property REIT Inc., a Delaware corporation (“BPR”), are reg |
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| February 12, 2020 |
BPY / Brookfield Property Partners L.P. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 10)* Name of issuer: Brookfield Property REIT Inc Title of Class of Securities: REIT CUSIP Number: 11282X103 Date of Event Which Requires Filing of this Statement: December 31, 2019 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
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| February 12, 2020 |
SC 13G/A 1 tv0024-brookfieldpropertyrei.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1)* Name of issuer: Brookfield Property REIT Inc Title of Class of Securities: REIT CUSIP Number: 11282X103 Date of Event Which Requires Filing of this Statement: December 31, 2019 Check the appropriate box to de |
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| February 5, 2020 |
Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 5, 2020 Brookfield Property REIT Inc. (Exact name of registrant as specified in its charter) Delaware 001-34948 27-2963337 (State or other jurisdiction of incorporating or or |
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| November 8, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2019 ☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Transition Period from to COMMISSION FILE NUMBER 1-34948 Brookfield Property RE |
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| November 6, 2019 |
Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 6, 2019 Brookfield Property REIT Inc. (Exact name of registrant as specified in its charter) Delaware 001-34948 27-2963337 (State or other jurisdiction of incorporating or or |
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| September 10, 2019 |
BPY / Brookfield Property Partners L.P. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 9)* Name of issuer: Brookfield Property REIT Inc Title of Class of Securities: REIT CUSIP Number: 11282X103 Date of Event Which Requires Filing of this Statement: August 30, 2019 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ |
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| August 9, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2019 ☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Transition Period from to COMMISSION FILE NUMBER 1-34948 Brookfield Property REIT In |
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| August 2, 2019 |
Regulation FD Disclosure, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 2, 2019 Brookfield Property REIT Inc. (Exact name of registrant as specified in its charter) Delaware 001-34948 27-2963337 (State or other jurisdiction of incorporating or orga |
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| July 10, 2019 |
BPY / Brookfield Property Partners L.P. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SC 13G/A 1 tv0014-brookfieldpropertyrei.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 8)* Name of issuer: Brookfield Property REIT Inc Title of Class of Securities: REIT CUSIP Number: 11282X103 Date of Event Which Requires Filing of this Statement: June 28, 2019 Check the appropriate box to design |
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| June 25, 2019 |
Fourth Amended and Restated Certificate of Incorporation of Brookfield Property REIT Inc. Exhibit 3.1 FOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BROOKFIELD PROPERTY REIT INC. The present name of the Corporation is Brookfield Property REIT Inc. The Corporation was incorporated under the name “New GGP, Inc.” by the filing of its original Certificate of Incorporation with the Secretary of State of the State of Delaware on July 1, 2010, which Certificate of Incorporation w |
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| June 25, 2019 |
Sixth Amended and Restated Agreement of Limited Partnership of BPR OP, LP Exhibit 10.1 EXECUTION VERSION SIXTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF BPR OP, LP TABLE OF CONTENTS Page ARTICLE I DEFINITIONS; ETC. 1 1.1 Definitions 1 1.2 Exhibits, Etc. 18 ARTICLE II CONTINUATION 18 2.1 Continuation 18 2.2 Name 18 2.3 Character of the Business 18 2.4 Location of the Principal Place of Business 19 2.5 Registered Agent and Registered Office 19 ARTICLE III T |
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| June 25, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 19, 2019 Brookfield Property REIT Inc. (Exact name of registrant as specified in its charter) Delaware 001-34948 27-2963337 (State or other jurisdiction of incorporation) (Commis |
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| May 10, 2019 |
Exhibit 4.1 MODIFIED REDEMPTION RIGHTS AGREEMENT Redemption Rights Agreement, dated December 11, 2003, among BPR OP, LP (formerly known as GGP Limited Partnership), a Delaware limited partnership (together with its successors and assigns, the “Partnership”), Brookfield Property REIT Inc. (formerly known as GGP Inc.), a Delaware corporation (together with its successors and assigns, the “General Pa |
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| May 10, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ý Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2019 o Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Transition Period from to COMMISSION FILE NUMBER 1-34948 Brookfield Property REIT I |
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| May 10, 2019 |
Exhibit 4.2 MODIFIED REDEMPTION RIGHTS AGREEMENT Redemption Rights Agreement, dated March 5, 2004, among BPR OP, LP (formerly known as GGP Limited Partnership), a Delaware limited partnership (together with its successors and assigns, the “Partnership”), Brookfield Property REIT Inc. (formerly known as GGP Inc.), a Delaware corporation (together with its successors and assigns, the “General Partne |
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| May 6, 2019 |
Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 6, 2019 Brookfield Property REIT Inc. (Exact name of registrant as specified in its charter) Delaware 001-34948 27-2963337 (State or other jurisdiction of incorporation) (Commissi |
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| May 2, 2019 |
EX-4.1 Exhibit 4.1 EXECUTION VERSION BROOKFIELD PROPERTY REIT INC., BPR CUMULUS LLC, BPR NIMBUS LLC, and GGSI SELLCO, LLC, as Issuers, THE GUARANTORS named herein and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee and Collateral Agent INDENTURE Dated as of May 1, 2019 5.750% Senior Secured Notes due 2026 Table of Contents Page ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE SECTION 1.01. |
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| May 2, 2019 |
8-K 1 d693410d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 1, 2019 Brookfield Property REIT Inc. (Exact name of registrant as specified in its charter) Delaware 001-34948 27-2963337 (State or other jurisdiction of |
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| April 30, 2019 |
BPR / Brookfield Property REIT Inc. Class A DEFA14A DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin |
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| April 30, 2019 |
BPR / Brookfield Property REIT Inc. Class A DEF 14A DEF 14A Use these links to rapidly review the document TABLE OF CONTENTS TABLE OF CONTENTS TABLE OF CONTENTS Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| April 18, 2019 |
BPR / Brookfield Property REIT Inc. Class A PRE 14A Use these links to rapidly review the document TABLE OF CONTENTS TABLE OF CONTENTS TABLE OF CONTENTS Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| March 28, 2019 |
BPR / Brookfield Property REIT Inc. Class A SC TO-I/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE TO (Amendment No. |
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| March 28, 2019 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 28, 2019 Brookfield Property REIT Inc. (Exact name of registrant as specified in its charter) Delaware 001-34948 27-2963337 (State or other jurisdiction of incorporation) (Commi |
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| March 28, 2019 |
BROOKFIELD PROPERTY REIT INC. ANNOUNCES FINAL RESULTS OF SUBSTANTIAL ISSUER BID Exhibit 99.1 BROOKFIELD PROPERTY REIT INC. ANNOUNCES FINAL RESULTS OF SUBSTANTIAL ISSUER BID BROOKFIELD NEWS, March 28, 2019 — Brookfield Property REIT Inc. (“BPR”) (NASDAQ: BPR) announced today the final results of its substantial issuer bid (the “Offer”) to purchase for cancellation up to $95 million of shares of its Class A Stock, par value $0.01 per share (“Class A Stock”), which expired at 5: |
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| March 27, 2019 |
BPR / Brookfield Property REIT Inc. Class A SC TO-I/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE TO (Amendment No. |
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| March 27, 2019 |
Financial Statements and Exhibits, Other Events 8-K 1 a19-728318k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 26, 2019 Brookfield Property REIT Inc. (Exact name of registrant as specified in its charter) Delaware 001-34948 27-2963337 (State or other jurisdictio |
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| March 27, 2019 |
BROOKFIELD PROPERTY REIT INC. ANNOUNCES PRELIMINARY RESULTS OF SUBSTANTIAL ISSUER BID Exhibit 99.1 BROOKFIELD PROPERTY REIT INC. ANNOUNCES PRELIMINARY RESULTS OF SUBSTANTIAL ISSUER BID BROOKFIELD NEWS, March 26, 2019 — Brookfield Property REIT Inc. (“BPR”) (NASDAQ: BPR) announced today the preliminary results of its substantial issuer bid (the “Offer”) to purchase for cancellation up to $95 million of shares of its Class A Stock, par value $0.01 per share (“Class A Stock”), which e |
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| March 22, 2019 |
BPR / Brookfield Property REIT Inc. Class A SC TO-I/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE TO (Amendment No. |
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| March 22, 2019 |
BROOKFIELD PROPERTY REIT INC. REMINDS HOLDERS OF CLASS A STOCK OF SUBSTANTIAL ISSUER BID EXPIRY Exhibit (a)(6)(A) Press Release BROOKFIELD PROPERTY REIT INC. REMINDS HOLDERS OF CLASS A STOCK OF SUBSTANTIAL ISSUER BID EXPIRY BROOKFIELD NEWS, March 21, 2019 — Brookfield Property REIT Inc. (NASDAQ: BPR) reminds the holders of its outstanding Class A Stock, par value $0.01 per share (“Class A Stock”), that its previously announced substantial issuer bid (the “Offer”) to purchase for cash up to $ |
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| March 1, 2019 |
List of Subsidiaries of Brookfield Property REIT Inc. (filed herewith). EX-21.1 2 bpr12311810kexhibit211.htm EXHIBIT 21.1 SUBSIDIARIES OF THE REGISTRANT Subsidiary Name State or Other Jurisdiction of Incorporation or Organization BPR Nimbus LLC Delaware BPR Cumulus LLC Delaware BPR OP, LP Delaware Brookfield Properties Retail Inc. (TRS) Delaware GGPLP L.L.C. Delaware GGPLP Real Estate, LLC Delaware GGP Real Estate Holding I, Inc. Delaware GGP Real Estate Holding II, I |
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| March 1, 2019 |
BPR / Brookfield Property REIT Inc. Class A 10-K (Annual Report) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (MARK ONE) ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to COMMISSION FILE NUMBER 1-34948 Brookfield Proper |
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| February 25, 2019 |
BPR / Brookfield Property REIT Inc. Class A SC TO-I/A SC TO-I/A 1 a19-42869sctoia.htm SC TO-I/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE TO (Amendment No. 1) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 BROOKFIELD PROPERTY REIT INC. (Name of Subject Company (Issuer) and Filing Person (Issuer)) Class A Stock, Par Value $0.01 Per Share (Title of Class of Securitie |
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| February 20, 2019 |
Brookfield Property Group Restricted BPR Class A Stock Plan Exhibit 99.1 BROOKFIELD PROPERTY GROUP RESTRICTED BPR CLASS A STOCK PLAN FEBRUARY 20, 2019 TABLE OF CONTENTS SECTION 1. GENERAL PROVISIONS 1 1.1 Purposes 1 1.2 Definitions 1 1.3 Administration 5 SECTION 2. AWARDS OF RESTRICTED BPR CLASS A SHARES 5 2.1 Eligibility 5 2.2 Election by Participants to Receive Bonus Payment in Cash or Restricted BPR Class A Shares 6 2.3 Allotment of Restricted BPR Class |
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| February 20, 2019 |
BPR / Brookfield Property REIT Inc. Class A S-8 S-8 1 a19-49201s8.htm S-8 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 20, 2019. REGISTRATION NO. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BROOKFIELD PROPERTY REIT INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation |
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| February 20, 2019 |
Brookfield Property L.P. FV LTIP Unit Plan Exhibit 99.1 BROOKFIELD PROPERTY L.P. FV LTIP UNIT PLAN Brookfield Property Group February 20, 2019 TABLE OF CONTENTS SECTION 1. GENERAL PROVISIONS 1 1.1 Purposes 1 1.2 Definitions 1 1.3 Administration 5 SECTION 2. AWARDS OF FV LTIP UNITS 6 2.1 Eligibility 6 2.2 Election by Participants to Receive Bonus Payment in Cash or FV LTIP Units 6 2.3 Grant of FV LTIP Units 6 2.4 Terms of FV LTIP Units 7 2. |
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| February 20, 2019 |
BPR / Brookfield Property REIT Inc. Class A S-8 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 20, 2019. REGISTRATION NO. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BROOKFIELD PROPERTY REIT INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 27-296333 |
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| February 11, 2019 |
Offer to Purchase, dated February 11, 2019. QuickLinks - Click here to rapidly navigate through this document Exhibit (a)(1)(A) Offer to Purchase for Cash by Brookfield Property REIT Inc. |
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| February 11, 2019 |
EX-99.(A)(1)(B) 3 a2237690zex-99a1b.htm EX-99.(A)(1)(B) QuickLinks - Click here to rapidly navigate through this document Exhibit (a)(1)(B) LETTER OF TRANSMITTAL To Tender Shares of Class A Stock Pursuant to the Offer to Purchase for Cash Dated February 11, 2019 by Brookfield Property REIT Inc. of Up to $95,000,000 in Value of Shares of its Class A Stock At a Purchase Price of Not Greater Than $21 |
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| February 11, 2019 |
BPY / Brookfield Property Partners L.P. / VANGUARD GROUP INC Passive Investment SC 13G/A 1 brookfieldpropertyreitinc.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 7 )* Name of issuer: Brookfield Property REIT Inc Title of Class of Securities: REIT CUSIP Number: 11282X103 Date of Event Which Requires Filing of this Statement: December 31, 2018 Check the appropriate box to designate the rule |
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| February 11, 2019 |
Notice of Guaranteed Delivery. QuickLinks - Click here to rapidly navigate through this document Exhibit (a)(1)(C) NOTICE OF GUARANTEED DELIVERY To Tender of Shares of Class A Stock of Brookfield Property REIT Inc. |
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| February 11, 2019 |
Press Release issued by Brookfield Property REIT Inc. on February 11, 2019. Exhibit (a)(5)(A) BROOKFIELD PROPERTY REIT INC. ANNOUNCES COMMENCEMENT AND TERMS OF SUBSTANTIAL ISSUER BID BROOKFIELD NEWS, February 11, 2019 — Brookfield Property REIT Inc. (“BPR”) (NASDAQ: BPR) announced today that it has formally commenced its previously announced substantial issuer bid (the “Offer”) to purchase for cash up to $95,000,000 in value of shares of its Class A Stock, par value, $0.0 |
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| February 11, 2019 |
QuickLinks - Click here to rapidly navigate through this document Exhibit (a)(1)(E) Offer to Purchase for Cash by Brookfield Property REIT Inc. |
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| February 11, 2019 |
QuickLinks - Click here to rapidly navigate through this document Exhibit (a)(1)(D) Offer to Purchase for Cash by Brookfield Property REIT Inc. |
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| February 11, 2019 |
BPR / Brookfield Property REIT Inc. Class A SC TO-I SC TO-I 1 a2237690zscto-i.htm SC TO-I QuickLinks - Click here to rapidly navigate through this document UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 BROOKFIELD PROPERTY REIT INC. (Name of Subject Company (Issuer) and Filing Person (Issuer)) Class A Stock, Par Value |
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| February 8, 2019 |
8-K 1 tv5128438k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 8, 2019 Brookfield Property REIT Inc. (Exact name of registrant as specified in its charter) Delaware 001-34948 27-2963337 (State or other jurisdicti |
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| February 8, 2019 |
Exhibit 99.1 BROOKFIELD PROPERTY PARTNERS REPORTS FOURTH QUARTER & FULL-YEAR 2018 RESULTS, ANNOUNCES $500 MILLION SUBSTANTIAL ISSUER BID Net Income of $858 Million for the Quarter and $3.7 Billion for the Year; Company FFO of $416 Million for the Quarter and $1.2 Billion for the Year; Quarterly Distribution Raised by 5% to $0.33 per Unit All dollar references are in U.S. dollars, unless noted othe |
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| February 8, 2019 |
Regulation FD Disclosure, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 7, 2019 Brookfield Property REIT Inc. (Exact name of registrant as specified in its charter) Delaware 001-34948 27-2963337 (State or other jurisdiction of incorporation) (Com |
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| February 8, 2019 |
Brookfield Property Partners L.P. Press Release dated February 7, 2019. Exhibit 99.1 BROOKFIELD PROPERTY PARTNERS REPORTS FOURTH QUARTER & FULL-YEAR 2018 RESULTS, ANNOUNCES $500 MILLION SUBSTANTIAL ISSUER BID Net Income of $858 Million for the Quarter and $3.7 Billion for the Year; Company FFO of $416 Million for the Quarter and $1.2 Billion for the Year; Quarterly Distribution Raised by 5% to $0.33 per Unit All dollar references are in U.S. dollars, unless noted othe |
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| February 8, 2019 |
BPR / Brookfield Property REIT Inc. Class A 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 7, 2019 Brookfield Property REIT Inc. (Exact name of registrant as specified in its charter) Delaware 001-34948 27-2963337 (State or other jurisdiction of incorporation) (Com |
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| February 7, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 7, 2019 Brookfield Property REIT Inc. (Exact name of registrant as specified in its charter) Delaware 001-34948 27-2963337 (State or other jurisdiction of incorporation) (Com |
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| February 7, 2019 |
BPR / Brookfield Property REIT Inc. Class A FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 7, 2019 Brookfield Property REIT Inc. (Exact name of registrant as specified in its charter) Delaware 001-34948 27-2963337 (State or other jurisdiction of incorporation) (Com |
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| January 31, 2019 |
BPY / Brookfield Property Partners L.P. / VANGUARD SPECIALIZED FUNDS Passive Investment brookfieldpropertyreitinc.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.:0 )* Name of issuer: Brookfield Property REIT Inc Title of Class of Securities: REIT CUSIP Number: 11282X103 Date of Event Which Requires Filing of this Statement: December 31, 2018 Check the approp |
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| November 8, 2018 |
Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 24, 2018 Brookfield Property REIT Inc. (Exact name of registrant as specified in its charter) Delaware 001-34948 27-2963337 (State or other jurisdiction of |
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| November 8, 2018 |
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR BPR EX-99.4 2 tv506755ex99-4.htm EXHIBIT 99.4 Exhibit 99.4 UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR BPR On March 26, 2018, Brookfield Property Partners L.P. (“BPY”) entered into an agreement to acquire all of the outstanding shares of GGP Inc. (“GGP”) common stock held by unaffiliated GGP common stockholders (i.e., the merger agreement) through a series of transactions (the |
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| November 8, 2018 |
BPR / Brookfield Property REIT Inc. Class A 10-Q (Quarterly Report) 10-Q 1 ggp9301810q.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ý Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2018 o Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Transition Period from to COMMISSION FILE NUMBER 1- |
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| November 1, 2018 |
Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 1, 2018 Brookfield Property REIT Inc. (Exact name of registrant as specified in its charter) Delaware 001-34948 27-2963337 (State or other jurisdiction of incorporation) (Com |
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| September 10, 2018 |
BPY / Brookfield Property Partners L.P. / VANGUARD GROUP INC Passive Investment SC 13G/A 1 brookfieldpropertyreitinc.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 6 )* Name of issuer: Brookfield Property REIT Inc Title of Class of Securities: REIT CUSIP Number: 11282X103 Date of Event Which Requires Filing of this Statement: August 31, 2018 Check the appropriate box to designate the rule pu |
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| September 7, 2018 |
BPR / Brookfield Property REIT Inc. Class A 15-12B 15-12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 1-34948 Brookfield Property REIT Inc. (formerly known as GGP Inc. (“GGP” or |
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| September 7, 2018 |
BPY / Brookfield Property Partners L.P. / FARALLON CAPITAL MANAGEMENT LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| August 30, 2018 |
370023953 / General Growth Properties, Inc. / Brookfield Property Partners L.p. - SC 13E3/A SC 13E3/A NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS: APPROVED OR DISAPPROVED OF THE TRANSACTION; PASSED UPON THE MERITS OR FAIRNESS OF THE TRANSACTION; OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS DOCUMENT. |
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| August 30, 2018 |
Amendment No. 23 to Schedule 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 23) GGP Inc. (Name of Issuer) COMMON STOCK, $0.01 PAR VALUE PER SHARE (Title of Class of Securities) 36174X101 (CUSIP Number) A.J. Silber Brookfield Asset Management Inc. Brookfield Place, Suite 300 181 Bay Street, P.O. Box 762 Toronto, On |
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| August 30, 2018 |
Exhibit 99.1 Exhibit 99.1 Joint Filing Agreement THIS JOINT FILING AGREEMENT is entered into as of August 30, 2018, by and among the parties hereto. The undersigned hereby agree that the Statement on Schedule 13D with respect to the common stock, par value $0.01 per share, of GGP Inc., a Delaware corporation, and any amendment thereafter signed by each of the undersigned shall be (unless otherwise |
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| August 28, 2018 |
Amended and Restated Brookfield Property REIT Inc. 2010 Equity Incentive Plan.* EX-4.3 2 d614847dex43.htm EX-4.3 Exhibit 4.3 Amended and Restated Brookfield Property REIT Inc. 2010 Equity Incentive Plan TABLE OF CONTENTS Page Article 1. Establishment & Purpose 1 1.1 Establishment 1 1.2 Purpose of the Plan 1 Article 2. Definitions 1 Article 3. Administration 5 3.1 Authority of the Committee 5 3.2 Delegation 5 Article 4. Eligibility and Participation 5 4.1 Eligibility 5 4.2 Typ |
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| August 28, 2018 |
Amended and Restated Brookfield Property REIT Inc. 2010 Equity Incentive Plan S-8 As filed with the Securities and Exchange Commission on August 28, 2018 Registration Statement No. |
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| August 28, 2018 |
The Partnership Agreement Amendment and Restatement EX-99.1 Exhibit 99.1 The Partnership Agreement Amendment and Restatement The following summary assumes that GGP will cause the general partner of GGPOP to amend and restate the GGPOP partnership agreement, and is qualified by reference to the amended GGPOP partnership agreement, a form of which is attached as Annex I to this joint proxy statement/prospectus. Ownership GGP holds, through certain in |
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| August 28, 2018 |
8-K 1 d614210d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported) August 24, 2018 Brookfield Property REIT Inc. (Exact name of registrant as specified in its charter) Delaware 1-34948 27-2963337 (State or other jurisdiction o |
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| August 28, 2018 |
EX-3.3 Exhibit 3.3 CERTIFICATE OF AMENDMENT OF THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BROOKFIELD PROPERTY REIT INC. Brookfield Property REIT Inc., a Delaware corporation (the “Corporation”), hereby certifies that: 1. This certificate of amendment (this “Certificate of Amendment”) amends the provisions of the Corporation’s Third Amended and Restated Certificate of Incorporation |
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| August 28, 2018 |
EX-10.3 Exhibit 10.3 EXECUTION VERSION BROOKFIELD ASSET MANAGEMENT INC. - and - BROOKFIELD PROPERTY REIT INC. - and - BPR OP, LP - and - BROOKFIELD GLOBAL PROPERTY ADVISOR LIMITED - and - BROOKFIELD PROPERTY GROUP LLC - and - BROOKFIELD ASSET MANAGEMENT PRIVATE INSTITUTIONAL CAPITAL ADVISER US, LLC MASTER SERVICES AGREEMENT August 27, 2018 [BPR MSA] TABLE OF CONTENTS ARTICLE 1 INTERPRETATION 2 1.1 |
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| August 28, 2018 |
EX-4.1 Exhibit 4.1 EXECUTION VERSION CREDIT AGREEMENT dated as of August 24, 2018 among BROOKFIELD RETAIL HOLDINGS VII SUB 3 LLC, BROOKFIELD PROPERTY REIT INC., GGP NIMBUS, LLC, GGP LIMITED PARTNERSHIP LLC, BPR OP, LP, GGSI SELLCO, LLC, GGPLP REAL ESTATE 2010 LOAN PLEDGOR HOLDING, LLC, GGPLPLLC 2010 LOAN PLEDGOR HOLDING, LLC, GGPLP 2010 LOAN PLEDGOR HOLDING, LLC, and GGPLP L.L.C., as the Borrowers |
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| August 28, 2018 |
Fifth Amended and Restated Agreement of Limited Partnership of BPR OP, LP. EX-10.1 Exhibit 10.1 FIFTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF BPR OP, LP TABLE OF CONTENTS Page ARTICLE I DEFINITIONS; ETC. 2 1.1 Definitions 2 1.2 Exhibits, Etc. 19 ARTICLE II CONTINUATION 19 2.1 Continuation 19 2.2 Name 19 2.3 Character of the Business 19 2.4 Location of the Principal Place of Business 20 2.5 Registered Agent and Registered Office 20 ARTICLE III TERM 20 3.1 |
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| August 28, 2018 |
EX-10.5 7 d614210dex105.htm EX-10.5 Exhibit 10.5 JOINT GOVERNANCE AGREEMENT among BROOKFIELD PROPERTY REIT INC. (formerly known as GGP Inc.), BROOKFIELD PROPERTY PARTNERS L.P., BROOKFIELD PROPERTY PARTNERS LIMITED AND BP US REIT LLC (formerly known as Brookfield Properties, Inc.) Dated as of August 28, 2018 TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS 1 Section 1.1 Certain Defined Terms 1 Section |
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| August 28, 2018 |
EX-3.1 Exhibit 3.1 CERTIFICATE OF CORRECTION OF SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF GGP INC. August 24, 2018 GGP Inc., a Delaware corporation (the “Corporation”), hereby certifies, pursuant to Section 103 of the Delaware General Corporation Law (the “DGCL”), as follows: 1. That the Corporation filed a Second Amended and Restated Certificate of Incorporation with the Office |
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| August 28, 2018 |
GGP / General Growth Properties, Inc. POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 Post-Effective Amendment No. 1 to Form S-8 As filed with the Securities and Exchange Commission on August 28, 2018 Registration No. 333-182504 Registration No. 333-170889 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-182504 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-17 |
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| August 28, 2018 |
GGP / General Growth Properties, Inc. POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 Post-Effective Amendment No. 1 to Form S-8 As filed with the Securities and Exchange Commission on August 28, 2018 Registration No. 333-182504 Registration No. 333-170889 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-182504 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-17 |
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| August 28, 2018 |
GGP / General Growth Properties, Inc. POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 Post-Effective Amendment No. 1 to Form S-3 As filed with the Securities and Exchange Commission on August 28, 2018 Registration No. 333-211549 Registration No. 333-211548 Registration No. 333-205380 Registration No. 333-172795 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT NO. 333-211549 POST-EFFECTIVE AMEND |
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| August 28, 2018 |
GGP / General Growth Properties, Inc. POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 As filed with the Securities and Exchange Commission on August 28, 2018 Registration No. |
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| August 28, 2018 |
GGP / General Growth Properties, Inc. POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 Post-Effective Amendment No. 1 to Form S-3 As filed with the Securities and Exchange Commission on August 28, 2018 Registration No. 333-211549 Registration No. 333-211548 Registration No. 333-205380 Registration No. 333-172795 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT NO. 333-211549 POST-EFFECTIVE AMEND |
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| August 28, 2018 |
GGP / General Growth Properties, Inc. POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3D Post-Effective Amendment No. 1 to Form S-3D As filed with the Securities and Exchange Commission on August 28, 2018 Registration No. 333-211549 Registration No. 333-211548 Registration No. 333-205380 Registration No. 333-172795 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT NO. 333-211549 POST-EFFECTIVE AMEN |
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| August 28, 2018 |
NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on September 10, 2018, pursuant to the provisions of Rule 12d2-2 (a). |
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| August 28, 2018 |
NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on September 10, 2018, pursuant to the provisions of Rule 12d2-2 (a). |
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| August 27, 2018 |
Fifth Amended and Restated Bylaws of Brookfield Property REIT Inc. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Brookfield Property REIT Inc. (formerly known as GGP Inc.) (Exact name of registrant as specified in its charter) Delaware 27-2963337 (State of incorporation or organization) (IRS Employer Identi |
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| August 27, 2018 |
Exhibit 3.1 THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF GGP INC. The present name of the Corporation is GGP Inc. The Corporation was incorporated under the name “New GGP, Inc.” by the filing of its original Certificate of Incorporation with the Secretary of State of the State of Delaware on July 1, 2010, which Certificate of Incorporation was amended and restated, and the name of th |
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| August 27, 2018 |
EX-3.2 Exhibit 3.2 FIFTH AMENDED AND RESTATED BYLAWS OF BROOKFIELD PROPERTY REIT INC. Effective August 27, 2018 FIFTH AMENDED AND RESTATED BYLAWS OF BROOKFIELD PROPERTY REIT INC. (Effective August 27, 2018) ARTICLE I STOCKHOLDERS SECTION 1. Stockholder Meetings. (a) The annual meeting of stockholders of Brookfield Property REIT Inc. (the “Corporation”) for the election of directors and for the tra |
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| August 23, 2018 |
BPY / Brookfield Property Partners L.P. 425 (Prospectus) 425 Filed by Brookfield Property Partners L.P. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: GGP Inc. (Commission File No. 001-34948) PRESS RELEASE BROOKFIELD PROPERTY PARTNERS L.P. ANNOUNCES RESULTS OF SHAREHOLDER ELECTIONS IN CONNECTION WITH THE ACQUISITION OF GGP |
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| August 15, 2018 |
BPY / Brookfield Property Partners L.P. 425 (Prospectus) 425 Filed by Brookfield Property Partners L.P. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: GGP Inc. (Commission File No. 001-34948) PRESS RELEASE BROOKFIELD PROPERTY PARTNERS ISSUES REMINDER TO GGP COMMON SHAREHOLDERS TO MAKE AND SUBMIT ELECTIONS FOR CASH AND EQUIT |
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| August 13, 2018 |
BPY / Brookfield Property Partners L.P. 425 (Prospectus) 425 Filed by Brookfield Property Partners L.P. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: GGP Inc. (Commission File No. 001-34948) PRESS RELEASE BROOKFIELD ASSET MANAGEMENT PROVIDES UPDATED CONSENT TO THE TSX FOR BROOKFIELD PROPERTY PARTNERS’ ACQUISITION OF GGP Br |
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| August 3, 2018 |
8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported) August 3, 2018 GGP INC. (Exact name of registrant as specified in its charter) Delaware 1-34948 27-2963337 (State or other jurisdiction of incorporation) (Commission File Number) ( |
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| August 3, 2018 |
EX-99.1 Exhibit 99.1 Important Notice To Directors and Executive Officers of GGP Inc. Regarding the Regulation BTR Blackout Period and Trading Restrictions August 3, 2018 General Information. This notice is to inform you that the GGP Inc. 401(k) Savings Plan (the “401(k) Plan”) will have a blackout period during which 401(k) Plan participants will be unable to conduct transactions in GGP Inc. (“GG |
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| August 3, 2018 |
GGP / General Growth Properties, Inc. 8-K (Prospectus) 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported) August 3, 2018 GGP INC. (Exact name of registrant as specified in its charter) Delaware 1-34948 27-2963337 (State or other jurisdiction of incorporation) (Commission File Number) ( |
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| August 3, 2018 |
EX-99.1 Exhibit 99.1 Important Notice To Directors and Executive Officers of GGP Inc. Regarding the Regulation BTR Blackout Period and Trading Restrictions August 3, 2018 General Information. This notice is to inform you that the GGP Inc. 401(k) Savings Plan (the “401(k) Plan”) will have a blackout period during which 401(k) Plan participants will be unable to conduct transactions in GGP Inc. (“GG |
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| July 31, 2018 |
SUPPLEMENTAL INFORMATION FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2018 SUPPLEMENTAL INFORMATION FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2018 BASIS OF PRESENTATION GENERAL INFORMATION Unless the context indicates otherwise, references in the accompanying financial information (this "Supplemental") to the "Corporation" refer to GGP Inc. |
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| July 31, 2018 |
Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Act of 1934 Date of Report (Date of Earliest Event Reported) July 31, 2018 GGP Inc. (Exact name of registrant as specified in its charter) Delaware 1-34948 27-2963337 (State or other (Commission (I.R.S. Employer jurisdiction of File Number) Identificatio |
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| July 31, 2018 |
GGP REPORTS SECOND QUARTER 2018 RESULTS EX-99.1 2 exhibit991ggp630188k.htm EXHIBIT 99.1 GGP REPORTS SECOND QUARTER 2018 RESULTS Chicago, Illinois, July 31, 2018 - GGP Inc. (the “Company” or “GGP”) (NYSE: GGP) today reported results for the three and six months ended June 30, 2018. GAAP Operating Results • For the three months ended June 30, 2018, net income attributable to GGP was $93.6 million, or $0.10 per diluted share, as compared t |
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| July 31, 2018 |
Exhibit 99.1 Exhibit 99.1 Joint Filing Agreement THIS JOINT FILING AGREEMENT is entered into as of July 31, 2018, by and among the parties hereto. The undersigned hereby agree that the Statement on Schedule 13D with respect to the common stock, par value $0.01 per share, of GGP Inc., a Delaware corporation, and any amendment thereafter signed by each of the undersigned shall be (unless otherwise d |
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| July 31, 2018 |
GGP / General Growth Properties, Inc. 10-Q (Quarterly Report) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ý Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2018 o Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Transition Period from to COMMISSION FILE NUMBER 1-34948 GGP INC. (Exact name of reg |
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| July 31, 2018 |
Amendment No. 22 to Schedule 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 22) GGP Inc. (Name of Issuer) COMMON STOCK, $0.01 PAR VALUE PER SHARE (Title of Class of Securities) 36174X101 (CUSIP Number) A.J. Silber Brookfield Asset Management Inc. Brookfield Place, Suite 300 181 Bay Street, P.O. Box 762 Toronto, On |
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| July 27, 2018 |
BPY / Brookfield Property Partners L.P. 425 (Prospectus) 425 Filed by Brookfield Property Partners L.P. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: GGP Inc. (Commission File No. 001-34948) BPY AND GGP ANNOUNCE ELECTION DEADLINE FOR GGP COMMON STOCKHOLDERS IN CONNECTION WITH PENDING TRANSACTION Deadline for GGP common sto |
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| July 27, 2018 |
EX-3.1 Exhibit 3.1 CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF SERIES B PREFERRED STOCK OF GGP INC. GGP Inc., a Delaware corporation (the “Corporation”), does hereby certify that, pursuant to the authority conferred upon the Board of Directors by the Amended and Restated Certificate of Incorporation of the Corporation, and pursuant to Section 151 of the Delaware General Corporation Law |
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| July 27, 2018 |
EX-99.1 3 d578266dex991.htm EX-99.1 Exhibit 99.1 BPY AND GGP ANNOUNCE ELECTION DEADLINE FOR GGP COMMON STOCKHOLDERS IN CONNECTION WITH PENDING TRANSACTION Deadline for GGP common stockholders to make their elections is 5:00 p.m. (Eastern Time) on August 21, 2018 GGP common stockholders can elect to receive for their shares cash and/or equity, and can further elect to receive equity in the form of |
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| July 27, 2018 |
Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported) July 27, 2018 GGP INC. (Exact name of registrant as specified in its charter) Delaware 1-34948 27-2963337 (State or other jurisdiction of incorporation) (Commission File Numbe |
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| July 27, 2018 |
EX-99.1 Exhibit 99.1 BPY AND GGP ANNOUNCE ELECTION DEADLINE FOR GGP COMMON STOCKHOLDERS IN CONNECTION WITH PENDING TRANSACTION Deadline for GGP common stockholders to make their elections is 5:00 p.m. (Eastern Time) on August 21, 2018 GGP common stockholders can elect to receive for their shares cash and/or equity, and can further elect to receive equity in the form of BPR class A stock or BPY uni |
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| July 27, 2018 |
GGP / General Growth Properties, Inc. FORM 8-K (Prospectus) Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported) July 27, 2018 GGP INC. (Exact name of registrant as specified in its charter) Delaware 1-34948 27-2963337 (State or other jurisdiction of incorporation) (Commission File Numbe |
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| July 27, 2018 |
EX-3.1 Exhibit 3.1 CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF SERIES B PREFERRED STOCK OF GGP INC. GGP Inc., a Delaware corporation (the “Corporation”), does hereby certify that, pursuant to the authority conferred upon the Board of Directors by the Amended and Restated Certificate of Incorporation of the Corporation, and pursuant to Section 151 of the Delaware General Corporation Law |
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| July 27, 2018 |
GGP / General Growth Properties, Inc. POS EX POS EX As filed with the Securities and Exchange Commission on July 27, 2018. Registration Nos. 333-224593/224594 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to the FORM S-4 / F-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 GGP Inc. Brookfield Property Partners L.P. (Exact Name of each Registrant as Specified in its Charter) De |
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| July 27, 2018 |
EX-99.7 Exhibit 99.7 To: Holders of Common Stock of GGP Inc. Subject: Election Form and Letter of Transmittal for the Transactions Involving GGP Inc. (“GGP”) and Brookfield Property Partners L.P. (“BPY”) – Time-Sensitive Information Enclosed (RESPONSE REQUIRED BY 5:00 P.M. (EASTERN TIME) AUGUST 21, 2018) You are receiving the Election Form and Letter of Transmittal, which includes the documentatio |
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| July 27, 2018 |
370023953 / General Growth Properties, Inc. / Brookfield Property Partners L.p. - SC 13E3/A SC 13E3/A NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS: APPROVED OR DISAPPROVED OF THE TRANSACTION; PASSED UPON THE MERITS OR FAIRNESS OF THE TRANSACTION; OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS DOCUMENT. |
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| July 26, 2018 |
GGP Stockholders Approve Proposed Acquisition of GGP by Brookfield Property Partners EX-99.1 Exhibit 99.1 GGP Stockholders Approve Proposed Acquisition of GGP by Brookfield Property Partners CHICAGO—GGP Inc. (NYSE: GGP) (“GGP”) today announced that its common stockholders approved the proposed acquisition of GGP by Brookfield Property Partners L.P. (NASDAQ: BPY; TSX: BPY.UN) (“BPY”) pursuant to the Merger Agreement (as defined below) at a special meeting of GGP stockholders held t |
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| July 26, 2018 |
Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported) July 26, 2018 GGP INC. (Exact name of registrant as specified in its charter) Delaware 1-34948 27-2963337 (State or other jurisdiction of incorporation) (Commission File Numbe |
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| July 26, 2018 |
GGP Stockholders Approve Proposed Acquisition of GGP by Brookfield Property Partners EX-99.1 Exhibit 99.1 GGP Stockholders Approve Proposed Acquisition of GGP by Brookfield Property Partners CHICAGO—GGP Inc. (NYSE: GGP) (“GGP”) today announced that its common stockholders approved the proposed acquisition of GGP by Brookfield Property Partners L.P. (NASDAQ: BPY; TSX: BPY.UN) (“BPY”) pursuant to the Merger Agreement (as defined below) at a special meeting of GGP stockholders held t |
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| July 26, 2018 |
GGP / General Growth Properties, Inc. FORM 8-K (Prospectus) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported) July 26, 2018 GGP INC. (Exact name of registrant as specified in its charter) Delaware 1-34948 27-2963337 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S |
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| July 19, 2018 |
Financial Statements and Exhibits, Other Events Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported) July 19, 2018 GGP INC. (Exact name of registrant as specified in its charter) Delaware 1-34948 27-2963337 (State or other jurisdiction of incorporation) (Commission File Numbe |
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| July 19, 2018 |
EX-99.1 Exhibit 99.1 GGP INC. ANNOUNCES THAT BOTH ISS AND GLASS LEWIS RECOMMEND FOR THE MERGER PROPOSAL AND FOR THE RELATED CHARTER AND BYLAWS PROPOSALS SPECIAL MEETING IS THURSDAY, JULY 26, 2018 AT 9:00 A.M. (CHICAGO TIME) Chicago, IL, July 19, 2018 - GGP Inc. (“GGP”) (NYSE: GGP) today announced that leading independent proxy advisory firms Institutional Shareholder Services Inc. (“ISS”) and Glas |
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| July 19, 2018 |
EX-99.1 Exhibit 99.1 GGP INC. ANNOUNCES THAT BOTH ISS AND GLASS LEWIS RECOMMEND FOR THE MERGER PROPOSAL AND FOR THE RELATED CHARTER AND BYLAWS PROPOSALS SPECIAL MEETING IS THURSDAY, JULY 26, 2018 AT 9:00 A.M. (CHICAGO TIME) Chicago, IL, July 19, 2018 - GGP Inc. (“GGP”) (NYSE: GGP) today announced that leading independent proxy advisory firms Institutional Shareholder Services Inc. (“ISS”) and Glas |
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| July 19, 2018 |
GGP / General Growth Properties, Inc. FORM 8-K (Prospectus) Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported) July 19, 2018 GGP INC. (Exact name of registrant as specified in its charter) Delaware 1-34948 27-2963337 (State or other jurisdiction of incorporation) (Commission File Numbe |
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| July 17, 2018 |
Financial Statements and Exhibits, Other Events 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported) July 16, 2018 GGP INC. (Exact name of registrant as specified in its charter) Delaware 1-34948 27-2963337 (State or other jurisdiction of incorporation) (Commission File Number) (I |
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| July 17, 2018 |
EX-99.1 Exhibit 99.1 GGP Inc. Sets Record Date for Pre-Closing Dividend in Connection with Transaction with Brookfield Property Partners L.P. Chicago, IL, July 17, 2018 - As previously announced, on March 26, 2018, GGP Inc. (“GGP”) (NYSE: GGP) and Brookfield Property Partners L.P. (“BPY”) entered into a definitive agreement pursuant to which BPY will acquire all of the shares of GGP common stock, |
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| July 17, 2018 |
GGP / General Growth Properties, Inc. 8-K (Prospectus) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported) July 16, 2018 GGP INC. (Exact name of registrant as specified in its charter) Delaware 1-34948 27-2963337 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S |
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| July 17, 2018 |
EX-99.1 2 d495214dex991.htm EX-99.1 Exhibit 99.1 GGP Inc. Sets Record Date for Pre-Closing Dividend in Connection with Transaction with Brookfield Property Partners L.P. Chicago, IL, July 17, 2018 - As previously announced, on March 26, 2018, GGP Inc. (“GGP”) (NYSE: GGP) and Brookfield Property Partners L.P. (“BPY”) entered into a definitive agreement pursuant to which BPY will acquire all of the |
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| July 16, 2018 |
EX-99.1 Exhibit 99.1 REMINDER TO GGP STOCKHOLDERS - SPECIAL MEETING OF STOCKHOLDERS IS NEXT WEEK GGP Reiterates Board’s Recommendation for the Proposed Transaction with BPY Vote “FOR” Merger Proposal, Charter Proposals and Bylaws Proposals Necessary to Complete Proposed Transaction with BPY Chicago, IL, July 16, 2018 - GGP Inc. (“GGP”) (NYSE: GGP) today reiterated the recommendation of its Board o |
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| July 16, 2018 |
Financial Statements and Exhibits, Other Events 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported) July 16, 2018 GGP INC. (Exact name of registrant as specified in its charter) Delaware 1-34948 27-2963337 (State or other jurisdiction of incorporation) (Commission File Number) (I |
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| July 16, 2018 |
EX-99.1 Exhibit 99.1 REMINDER TO GGP STOCKHOLDERS - SPECIAL MEETING OF STOCKHOLDERS IS NEXT WEEK GGP Reiterates Board’s Recommendation for the Proposed Transaction with BPY Vote “FOR” Merger Proposal, Charter Proposals and Bylaws Proposals Necessary to Complete Proposed Transaction with BPY Chicago, IL, July 16, 2018 - GGP Inc. (“GGP”) (NYSE: GGP) today reiterated the recommendation of its Board o |
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| July 16, 2018 |
GGP / General Growth Properties, Inc. 8-K (Prospectus) 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported) July 16, 2018 GGP INC. (Exact name of registrant as specified in its charter) Delaware 1-34948 27-2963337 (State or other jurisdiction of incorporation) (Commission File Number) (I |
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| June 28, 2018 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported) June 25, 2018 GGP INC. (Exact name of registrant as specified in its charter) Delaware 1-34948 27-2963337 (State or other jurisdiction of incorporation) (Commission File Numbe |
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| June 28, 2018 |
GGP / General Growth Properties, Inc. FORM 8-K (Prospectus) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported) June 25, 2018 GGP INC. (Exact name of registrant as specified in its charter) Delaware 1-34948 27-2963337 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S |
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| June 28, 2018 |
GGP / General Growth Properties, Inc. 11-K 11-K 1 a201711-k.htm 11-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K (Mark One) [ X ] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2017 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 1-11 |
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| June 28, 2018 |
AMENDMENT TO AGREEMENT AND PLAN OF MERGER Amendment to Agreement and Plan of Merger, dated as of June 25, 2018 Exhibit 99.1 EXECUTION VERSION AMENDMENT TO AGREEMENT AND PLAN OF MERGER This Amendment to Agreement and Plan of Merger (this “Amendment”) is made and entered into as of June 25, 2018, by and among Brookfield Property Partners L.P., a Bermuda limited partnership (“Parent”), Goldfinch Merger Sub Corp., a Delaware corporation and a |
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| June 28, 2018 |
Amendment No. 21 to Schedule 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 21) GGP Inc. (Name of Issuer) COMMON STOCK, $0.01 PAR VALUE PER SHARE (Title of Class of Securities) 36174X101 (CUSIP Number) A.J. Silber Brookfield Asset Management Inc. Brookfield Place, Suite 300 181 Bay Street, P.O. Box 762 Toronto, On |
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| June 28, 2018 |
AMENDED AND RESTATED CLASS B STOCK EXCHANGE AGREEMENT Amended and Restated Class B Stock Exchange Agreement, dated as of June 25 Exhibit 99. |
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| June 26, 2018 |
GGP / General Growth Properties, Inc. DEFM14A DEFM14A 1 d552937ddefm14a.htm DEFM14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☑ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as |
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| June 26, 2018 |
MERGER PROPOSED—YOUR VOTE IS VERY IMPORTANT 424B3 Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-224593 MERGER PROPOSED—YOUR VOTE IS VERY IMPORTANT Dear GGP Common Stockholders: On March 26, 2018, GGP Inc., which we refer to as GGP, Brookfield Property Partners L.P., which we refer to as BPY and which, together with certain of BPY’s affiliates, holds approximately 34% of the outstanding shares of GGP common stock, w |
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| June 26, 2018 |
BPR / Brookfield Property REIT Inc. Class A CORRESP Acceleration Request June 26, 2018 Via EDGAR and E-MAIL United States Securities and Exchange Commission, Office of Mergers & Acquisitions, 100 F Street, N. |
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| June 25, 2018 |
S-4/A 1 d567992ds4a.htm AMENDMENT NO. 2 TO FORM S-4 Table of Contents As filed with the Securities and Exchange Commission on June 25, 2018. Registration Nos. 333-224593/224594 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to the FORM S-4 / F-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 GGP Inc. Brookfield Property Partners L.P. (Exact Name of |
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| June 25, 2018 |
EX-10.6 Exhibit 10.6 JOINT GOVERNANCE AGREEMENT among BROOKFIELD PROPERTY REIT INC. (formerly known as GGP Inc.), BROOKFIELD PROPERTY PARTNERS L.P., BROOKFIELD PROPERTY PARTNERS LIMITED AND BROOKFIELD PROPERTIES, INC. Dated as of [●], 20181 1 NTD: Agreement to be entered into immediately following the merger. TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS 1 Section 1.1 Certain Defined Terms 1 Secti |
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| June 25, 2018 |
Form of Proxy Card of GGP Inc. EX-99.2 Exhibit 99.2 Special Meeting of Stockholders of GGP Inc. Date – [ ], 2018 Time – [ ] Location – 350 N. Orleans St., Suite 300, Chicago, Illinois 60654-1607 Important Notice Regarding the Availability of Proxy Materials for the Special Meeting: The Notice and Joint Proxy Statement/Prospectus is available at www.proxyvote.com. p IF YOU PLAN TO ATTEND THE SPECIAL MEETING p E48738-TBD GGP INC. |
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| June 25, 2018 |
Consent of Deloitte LLP to Brookfield Property Partners L.P. EX-23.7 Exhibit 23.7 Consent of Deloitte LLP CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in this Amendment No. 2 to the Registration Statement (Nos. 333-224593 and 333-224594) on Form S-4 / F-4 of GGP Inc. and Brookfield Property Partners L.P. (the “Registration Statement”) of our reports dated March 9, 2018 relating to (1) the consolidated |
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| June 25, 2018 |
Consent of Goldman Sachs & Co. LLC EX-99.1 Exhibit 99.1 June 25, 2018 Special Committee of the Board of Directors GGP Inc. 350 North Orleans St. Suite 300 Chicago, IL 60654 Re: Amendment No. 2 to Registration Statement on Form S-4/F-4 of GGP Inc. and Brookfield Property Partners L.P. (333-224593/224594), to be filed with the Securities and Exchange Commission as of the date hereof (the “Amended Registration Statement”) Ladies and G |
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| June 25, 2018 |
EX-8.3 Exhibit 8.3 June 25, 2018 GGP Inc. 350 North Orleans Street, Suite 300 Chicago, Illinois 60654 Ladies and Gentlemen: We have acted as special REIT tax counsel to GGP Inc. (the “Company”), a Delaware corporation, in connection with the Agreement and Plan of Merger by and among Brookfield Property Partners L.P., a Bermuda limited partnership (“Parent”), Goldfinch Merger Sub Corp., a Delaware |
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| June 25, 2018 |
370023953 / General Growth Properties, Inc. / Brookfield Property Partners L.p. - SC 13E3/A SC 13E3/A 1 d631893dsc13e3a.htm SC 13E3/A NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS: APPROVED OR DISAPPROVED OF THE TRANSACTION; PASSED UPON THE MERITS OR FAIRNESS OF THE TRANSACTION; OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. SECURITIES AND EXCHANGE COMMISSION Wa |
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| June 25, 2018 |
BPR / Brookfield Property REIT Inc. Class A CORRESP CORRESP TELEPHONE: 1-212-558-4000 FACSIMILE: 1-212-558-3588 WWW.SULLCROM.COM LOS ANGELES • PALO ALTO • WASHINGTON, D.C. BRUSSELS • FRANKFURT • LONDON • PARIS BEIJING • HONG KONG • TOKYO MELBOURNE • SYDNEY June 25, 2018 Via EDGAR and E-mail Perry J. Hindin, Special Counsel, United States Securities and Exchange Commission, Office of Mergers & Acquisitions, 100 F Street, N.E., Washington, D.C. 20549 |
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| June 20, 2018 |
BPR / Brookfield Property REIT Inc. Class A CORRESP TELEPHONE: 1-212-558-4000 FACSIMILE: 1-212-558-3588 WWW.SULLCROM.COM LOS ANGELES • PALO ALTO • WASHINGTON, D.C. BRUSSELS • FRANKFURT • LONDON • PARIS BEIJING • HONG KONG • TOKYO MELBOURNE • SYDNEY June 20, 2018 Via EDGAR and E-mail Perry J. Hindin, Special Counsel, United States Securities and Exchange Commission, Office of Mergers & Acquisitions, 100 F Street, N.E., Washington, D.C. 20549. Re: GG |
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| June 19, 2018 |
GGP / General Growth Properties, Inc. 8-K VOTING RESULTS (Current Report) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Act of 1934 Date of Report: June 19, 2018 (date of earliest event reported) GGP INC. (Exact name of registrant as specified in its charter) Delaware 1-34948 27-2963337 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. Employ |
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| June 11, 2018 |
GGP / General Growth Properties, Inc. AMENDMENT NO.1 TO FORM S-4 S-4/A 1 d567992ds4a.htm AMENDMENT NO.1 TO FORM S-4 Table of Contents As filed with the Securities and Exchange Commission on June 11, 2018. Registration Nos. 333-224593/224594 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to the FORM S-4 / F-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 GGP Inc. Brookfield Property Partners L.P. (Exact Name of |
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| June 11, 2018 |
Consent of Deloitte LLP to Brookfield Property Partners L.P. EX-23.7 Exhibit 23.7 Consent of Deloitte LLP CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in this Amendment No. 1 to the Registration Statement (Nos. 333-224593 and 333-224594) on Form S-4 / F-4 of GGP Inc. and Brookfield Property Partners L.P. (the “Registration Statement”) of our reports dated March 9, 2018 relating to (1) the consolidated |
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| June 11, 2018 |
Statement of Computation of Ratio of Earnings to Fixed Charges for BPY EX-12.2 Exhibit 12.2 Brookfield Property Partners L.P. Consolidated Earnings to Fixed Charges Three months ended Mar. 31, Years ended Dec. 31, (US$ Millions) 2018 2017 2016 Net income $ 1,023 $ 2,468 $ 2,717 Less: Fair value gains, net (617 ) (1,254 ) (692 ) Share of net earnings from equity accounted investments (228 ) (961 ) (1,019 ) Income taxes (60 ) 192 (575 ) Capitalized interest (13 ) (86 ) |
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| June 11, 2018 |
Consent of Goldman Sachs & Co. LLC EX-99.1 11 d567992dex991.htm EX-99.1 Exhibit 99.1 June 11, 2018 Special Committee of the Board of Directors GGP Inc. 350 North Orleans St. Suite 300 Chicago, IL 60654 Re: Amendment No. 1 to Registration Statement on Form S-4/F-4 of GGP Inc. and Brookfield Property Partners L.P. (333-224593/224594), to be filed with the Securities and Exchange Commission as of the date hereof (the “Registration Sta |
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| June 11, 2018 |
EX-10.8 Exhibit 10.8 BROOKFIELD ASSET MANAGEMENT INC. - and - BROOKFIELD PROPERTY REIT INC. - and - GGP OPERATING PARTNERSHIP, LP - and - BROOKFIELD GLOBAL PROPERTY ADVISOR LIMITED - and - BROOKFIELD PROPERTY GROUP LLC - and - BROOKFIELD ASSET MANAGEMENT PRIVATE INSTITUTIONAL CAPITAL ADVISER US, LLC - and - BPG HOLDINGS GROUP INC. MASTER SERVICES AGREEMENT [•], 2018 [BPR MSA] TABLE OF CONTENTS ART |
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| June 11, 2018 |
EX-12.1 Exhibit 12.1 GGP Inc. Consolidated Earnings to Fixed Charges (Includes Distributions from Unconsolidated Real Estate Affiliates in excess of income) Three Months Ended March 31, 2018 Three Months Ended March 31, 2017 Year Ended December 31, 2017 Year Ended December 31, 2016 Year Ended December 31, 2015 Year Ended December 31, 2014 Year Ended December 31, 2013 (Dollars in millions) Earnings |
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| June 11, 2018 |
BPR / Brookfield Property REIT Inc. Class A CORRESP CORRESP 1 filename1.htm TELEPHONE: 1-212-558-4000 FACSIMILE: 1-212-558-3588 WWW.SULLCROM.COM LOS ANGELES • PALO ALTO • WASHINGTON, D.C. BRUSSELS • FRANKFURT • LONDON • PARIS BEIJING • HONG KONG • TOKYO MELBOURNE • SYDNEY June 11, 2018 Via EDGAR and Hand Delivery Perry J. Hindin, Special Counsel, United States Securities and Exchange Commission, Office of Mergers & Acquisitions, 100 F Street, N.E., |
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| June 11, 2018 |
370023953 / General Growth Properties, Inc. / Brookfield Property Partners L.p. - SC 13E3/A NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS: APPROVED OR DISAPPROVED OF THE TRANSACTION; PASSED UPON THE MERITS OR FAIRNESS OF THE TRANSACTION; OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS DOCUMENT. |
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| June 7, 2018 |
BPY / Brookfield Property Partners L.P. 425 (Prospectus) 425 Filed by Brookfield Property Partners L.P. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: GGP Inc. (Commission File No. 001-34948) PRESS RELEASE BROOKFIELD ASSET MANAGEMENT SUBMITS WRITTEN CONSENT TO THE TSX AS EVIDENCE OF BROOKFIELD PROPERTY PARTNERS UNITHOLDER A |
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| May 31, 2018 |
BPY / Brookfield Property Partners L.P. 425 (Prospectus) 425 Filed by Brookfield Property Partners L.P. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: GGP Inc. (Commission File No. 001-34948) Brookfield Property Partners & GGP INVESTOR PRESENTATION MAY 2018 2 Transaction Benefits Benefits to Both BPY and GGP Shareholders Be |
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| May 7, 2018 |
BPY / Brookfield Property Partners L.P. 425 (Prospectus) 425 Filed by Brookfield Property Partners L.P. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: GGP Inc. (Commission File No. 001-34948) On May 4, 2018, members of the Brookfield Property Partners L.P. (“BPY”) management team spoke during BPY’s first quarter of 2018 ear |
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| May 7, 2018 |
GGP / General Growth Properties, Inc. 425 (Prospectus) 425 Filed by: GGP Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: GGP Inc. (Commission File No.: 001-34948) On May 7, 2018, GGP Inc. (“GGP”) filed a Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2018, which contains the following information regarding the proposed |
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| May 7, 2018 |
GGP / General Growth Properties, Inc. 10-Q (Quarterly Report) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ý Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2018 o Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Transition Period from to COMMISSION FILE NUMBER 1-34948 GGP INC. (Exact name of re |
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| May 4, 2018 |
BPY / Brookfield Property Partners L.P. 425 (Prospectus) 425 Filed by Brookfield Property Partners L.P. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: GGP Inc. (Commission File No. 001-34948) On May 4, 2018, Brookfield Property Partners L.P. included the following excerpt in its letter to unitholders announcing its earnings |
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| May 4, 2018 |
BPY / Brookfield Property Partners L.P. 425 (Prospectus) 425 1 d584153d425.htm 425 Filed by Brookfield Property Partners L.P. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: GGP Inc. (Commission File No. 001-34948) On May 4, 2018, Brookfield Property Partners L.P. included the following excerpt in its press release announcin |
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| May 3, 2018 |
Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Act of 1934 Date of Report (Date of Earliest Event Reported) May 3, 2018 GGP Inc. (Exact name of registrant as specified in its charter) Delaware 1-34948 27-2963337 (State or other (Commission (I.R.S. Employer jurisdiction of File Number) Identification |
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| May 3, 2018 |
GGP REPORTS FIRST QUARTER 2018 RESULTS AND DECLARES SECOND QUARTER DIVIDEND GGP REPORTS FIRST QUARTER 2018 RESULTS AND DECLARES SECOND QUARTER DIVIDEND Chicago, Illinois, May 3, 2018 - GGP Inc. |
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| May 3, 2018 |
SUPPLEMENTAL INFORMATION FOR THE THREE MONTHS ENDED MARCH 31, 2018 SUPPLEMENTAL INFORMATION FOR THE THREE MONTHS ENDED MARCH 31, 2018 BASIS OF PRESENTATION GENERAL INFORMATION Unless the context indicates otherwise, references in the accompanying financial information (this "Supplemental") to the "Corporation" refer to GGP Inc. |
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| May 2, 2018 |
EX-12.1 Exhibit 12.1 GGP Inc. Consolidated Earnings to Fixed Charges (Includes Distributions from Unconsolidated Real Estate Affiliates in excess of income) Year Ended December 31, 2017 Year Ended December 31, 2016 Year Ended December 31, 2015 Year Ended December 31, 2014 Year Ended December 31, 2013 (Dollars in millions) Earnings Income from continuing operations (1) $ 667 $ 1,308 $ 1,394 $ 398 $ |
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| May 2, 2018 |
Consent of Deloitte LLP to Brookfield Property Partners L.P. EX-23.7 Exhibit 23.7 Consent of Deloitte LLP CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in this Registration Statement on Form S-4 / F-4 (of Brookfield Property Partners L.P. and GGP Inc.) of our reports dated March 9, 2018 relating to (1) the consolidated financial statements of Brookfield Property Partners L.P. and subsidiaries (the “Par |
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| May 2, 2018 |
EX-10.3 Exhibit 10.3 Execution Version BROOKFIELD ASSET MANAGEMENT INC. and WILMINGTON TRUST, NATIONAL ASSOCIATION Rights Agent RIGHTS AGREEMENT Dated as of April 27, 2018 TABLE OF CONTENTS Page Section 1. Section 2. Certain Definitions Appointment of Rights Agent 2 6 Section 3. Secondary Exchange Rights 6 Section 4. Satisfaction of Secondary Exchange Rights 7 Section 5. Exercise of Rights 10 Sect |
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| May 2, 2018 |
Articles of Incorporation of Goldfinch Merger Sub Corp., dated March 9, 2018 EX-3.1 Exhibit 3.1 STATE OF DELAWARE CERTIFICATE OF INCORPORATION A STOCK CORPORATION The undersigned Incorporator, desiring to form a corporation under pursuant to the General Corporation Law of the State of Delaware, hereby certifies as follows: 1. The name of the Corporation is GOLDFINCH MERGER SUB CORP. . 2. The Registered Office of the corporation in the State of Delaware is located at 251 Li |
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| May 2, 2018 |
Consent of Goldman Sachs & Co. LLC EX-99.1 Exhibit 99.1 Consent of Goldman Sachs & Co. LLC May 1, 2018 Special Committee of the Board of Directors GGP Inc. 350 North Orleans St. Suite 300 Chicago, IL 60654 Re: Registration Statement on Form S-4/F-4 of GGP Inc. and Brookfield Property Partners L.P., to be filed with the Securities and Exchange Commission as of the date hereof (the “Registration Statement”) Ladies and Gentlemen: Refe |
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| May 2, 2018 |
S-4 1 d567992ds4.htm FORM S-4 Table of Contents As filed with the Securities and Exchange Commission on May 1, 2018. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-4 / F-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 GGP Inc. Brookfield Property Partners L.P. (Exact Name of each Registrant as Specified in its Charter) Delaware Bermud |
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| May 2, 2018 |
Bylaws of Incorporation of Goldfinch Merger Sub Corp., dated March 9, 2018 EX-3.2 Exhibit 3.2 BY-LAWS OF GOLDFINCH MERGER SUB CORP., a Delaware Corporation Approved and Adopted on March 9, 2018 Table of Contents Page Article I - Stockholders 1 1. Annual Meeting 1 2. Special Meetings 1 3. Notice of Meetings 1 4. Quorum 2 5. Voting and Proxies 2 6. Action at Meeting 2 7. Presiding Officer 2 8. Conduct of Meetings 2 9. Action without a Meeting 3 10. Stockholder Lists 3 Arti |
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| May 2, 2018 |
Statement of Computation of Ratio of Earnings to Fixed Charges for BPY EX-12.2 Exhibit 12.2 Brookfield Property Partners L.P. Consolidated Earnings to Fixed Charges (US$ Millions) Years ended Dec. 31, 2017 2016 Net income $ 2,468 $ 2,717 Less: Fair value gains, net (1,254 ) (692 ) Share of net earnings from equity accounted investments (961 ) (1,019 ) Income taxes 192 (575 ) Capitalized interest (86 ) (117 ) Plus: Distributions from equity accounted investments 369 5 |
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| May 2, 2018 |
EX-(C)(3) Exhibit (C)(3) CONFIDENTIAL – PRELIMINARY DRAFT Project Gold Presentation to the Goldfinch Special Committee (PART 2) Strictly Private and Confidential Goldman Sachs & Co. |
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| May 2, 2018 |
EX-(C)(4) Exhibit (C)(4) Project Gold Presentation to the Goldfinch Special Committee: Situation Update Strictly Private and Confidential Goldman Sachs & Co. |
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| May 2, 2018 |
EX-(C)(8) Exhibit (C)(8) Project Gold Discussion Materials Strictly Private and Confidential Goldman Sachs & Co. |
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| May 2, 2018 |
EX-(C)(9) Exhibit (C)(9) PRELIMINARY DRAFT SUBJECT TO CHANGE AND DILIGENCE Project Gold Discussion Materials Strictly Private and Confidential Goldman Sachs & Co. |
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| May 2, 2018 |
370023953 / General Growth Properties, Inc. / Brookfield Property Partners L.p. - SC 13E3 SC 13E3 1 d579016dsc13e3.htm SC 13E3 NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS: APPROVED OR DISAPPROVED OF THE TRANSACTION; PASSED UPON THE MERITS OR FAIRNESS OF THE TRANSACTION; OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. SECURITIES AND EXCHANGE COMMISSION Washing |
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| May 2, 2018 |
EX-(C)(2) Exhibit (C)(2) CONFIDENTIAL – PRELIMINARY DRAFT Project Gold Presentation to the Goldfinch Special Committee Strictly Private and Confidential Goldman Sachs & Co. |
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| May 2, 2018 |
STRICTLY CONFIDENTIAL Project Gold: Special Committee Materials December 14, 2017 EX-(C)(7) Exhibit (C)(7) STRICTLY CONFIDENTIAL Project Gold: Special Committee Materials December 14, 2017 Disclaimer STRICTLY CONFIDENTIAL These materials have been prepared and are provided by Goldman Sachs on a confidential basis solely for the information and assistance of the special committee of the Board of Directors (the “Special Committee”) of Goldfinch (the “Company”) in connection with its consideration of the matters referred to herein. |
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| May 2, 2018 |
EX-(C)(6) Exhibit (C)(6) Project Gold Discussion Materials Strictly Private and Confidential Goldman Sachs & Co. |
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| May 2, 2018 |
EX-(C)(10) Exhibit (C)(10) Project Gold Discussion Materials Strictly Private and Confidential Goldman Sachs & Co. |
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| May 2, 2018 |
EX-(C)(5) Exhibit (C)(5) Goldfinch Supplemental Analyses Strictly Private and Confidential Goldman Sachs & Co. |
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| April 27, 2018 |
GGP / General Growth Properties, Inc. DEFA14A - PROXY NOTICE DEFA14A 1 a2018proxynotice.htm DEFA14A - PROXY NOTICE UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Comm |
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| April 27, 2018 |
GGP / General Growth Properties, Inc. 2018 PROXY STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Defin |
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| March 28, 2018 |
EX-99.1 Exhibit 99.1 Execution Version CONFIDENTIAL AGREEMENT AND PLAN OF MERGER by and among BROOKFIELD PROPERTY PARTNERS L.P., GOLDFINCH MERGER SUB CORP., and GGP INC. Dated as of March 26, 2018 TABLE OF CONTENTS Page Article I DEFINITIONS & INTERPRETATIONS 3 Section 1.01 Certain Definitions 3 Section 1.02 Additional Definitions 22 Section 1.03 Certain Interpretations 25 Article II THE MERGER 26 |
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| March 28, 2018 |
EX-99.7 8 d331834dex997.htm EX-99.7 Exhibit 99.7 PRESS RELEASE BROOKFIELD AND GGP REACH AGREEMENT ON BPY’S ACQUISITION OF GGP - GGP shareholders can elect to receive for each GGP share either $23.50 in cash, or either one BPY unit or one share of a newly created U.S. REIT, subject to proration, for an aggregate cash / equity consideration ratio of approximately 61% / 39% - Transaction expected to |
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| March 28, 2018 |
Amendment No. 20 to Schedule 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 20) GGP Inc. (Name of Issuer) COMMON STOCK, $0.01 PAR VALUE PER SHARE (Title of Class of Securities) 36174X101 (CUSIP Number) A.J. Silber Brookfield Asset Management Inc. Brookfield Place, Suite 300 181 Bay Street, P.O. Box 762 Toronto, On |
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| March 28, 2018 |
EX-99.5 Exhibit 99.5 Brookfield Asset Management Inc. Brookfield Place Suite 300 181 Bay Street, P.O. Box 762 Toronto, Ontario, Canada M5J 2T3 March 26, 2018 Brookfield Property Partners L.P. 73 Front Street, 5th Floor Hamilton, HM 12 Bermuda GGP Inc. 350 N. Orleans St., Suite 300 Chicago, IL 60654 Ladies and Gentlemen: Reference is made to that certain Agreement and Plan of Merger, dated as of Ma |
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| March 28, 2018 |
EX-99.6 Exhibit 99.6 EXECUTION VERSION WELLS FARGO BANK, NATIONAL ASSOCIATION WELLS FARGO SECURITIES, LLC 550 S. Tyron Street, 6th Floor Charlotte, NC 28202 DEUTSCHE BANK AG NEW YORK BRANCH DEUTSCHE BANK AG CAYMAN ISLANDS BRANCH DEUTSCHE BANK SECURITIES INC. 60 Wall Street New York, New York 10005 MORGAN STANLEY SENIOR FUNDING, INC. 1585 Broadway New York, New York 10036 ROYAL BANK OF CANADA 200 V |
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| March 28, 2018 |
EX-99.4 Exhibit 99.4 LETTER AGREEMENT LETTER AGREEMENT, dated as of March 26, 2018 (this “Agreement” or “Side Letter”), by and between Brookfield Asset Management Inc., an Ontario corporation (“BAM”), and GGP Inc., a Delaware corporation (the “Company”). Unless context otherwise requires, capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to them in |
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| March 28, 2018 |
EX-99.2 Exhibit 99.2 EXECUTION VERSION VOTING AND SUPPORT AGREEMENT VOTING AND SUPPORT AGREEMENT, dated as of March 26, 2018 (this “Agreement”), by and among the stockholders listed on Schedule A hereto (collectively, the “Stockholders” and each individually, a “Stockholder”), and GGP Inc., a Delaware corporation (the “Company”). Unless context otherwise requires, capitalized terms used and not ot |
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| March 28, 2018 |
CLASS B STOCK EXCHANGE AGREEMENT EX-99.3 Exhibit 99.3 EXECUTION VERSION CLASS B STOCK EXCHANGE AGREEMENT This CLASS B STOCK EXCHANGE AGREEMENT (this “Agreement”) is entered into as of March 26, 2018, by and among GGP Inc., a Delaware corporation (the “Company”), and the parties listed on Exhibit A hereto (each, a “Stockholder” and collectively, the “Stockholders”). Unless context otherwise requires, capitalized terms used but not |
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| March 27, 2018 |
BPY / Brookfield Property Partners L.P. 425 (Prospectus) Filed by Brookfield Property Partners L.P. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: GGP Inc. (Commission File No. 001-34948) On March 26, 2018, Mr. Brian Kingston, CEO of Brookfield Property Partners, circulated the below email to all employees of Brookfield Ass |
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| March 27, 2018 |
8-K 1 d557853d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported) March 26, 2018 GGP INC. (Exact name of registrant as specified in its charter) Delaware 1-34948 27-2963337 (State or other jurisdiction of incorporation) |
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| March 27, 2018 |
EX-99.1 7 d557853dex991.htm EX-99.1 Exhibit 99.1 Filed by Brookfield Property Partners L.P. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: GGP Inc. (Commission File No. 001-34948) PRESS RELEASE BROOKFIELD AND GGP REACH AGREEMENT ON BPY’S ACQUISITION OF GGP - GGP share |
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| March 27, 2018 |
EX-10.3 Exhibit 10.3 LETTER AGREEMENT LETTER AGREEMENT, dated as of March 26, 2018 (this “Agreement” or “Side Letter”), by and between Brookfield Asset Management Inc., an Ontario corporation (“BAM”), and GGP Inc., a Delaware corporation (the “Company”). Unless context otherwise requires, capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to them in |
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| March 27, 2018 |
EX-2.1 2 d557853dex21.htm EX-2.1 Exhibit 2.1 Execution Version CONFIDENTIAL AGREEMENT AND PLAN OF MERGER by and among BROOKFIELD PROPERTY PARTNERS L.P., GOLDFINCH MERGER SUB CORP., and GGP INC. Dated as of March 26, 2018 TABLE OF CONTENTS Page Article I DEFINITIONS & INTERPRETATIONS 3 Section 1.01 Certain Definitions 3 Section 1.02 Additional Definitions 22 Section 1.03 Certain Interpretations 25 |
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| March 27, 2018 |
EX-10.4 Exhibit 10.4 Brookfield Asset Management Inc. Brookfield Place Suite 300 181 Bay Street, P.O. Box 762 Toronto, Ontario, Canada M5J 2T3 March 26, 2018 Brookfield Property Partners L.P. 73 Front Street, 5th Floor Hamilton, HM 12 Bermuda GGP Inc. 350 N. Orleans St., Suite 300 Chicago, IL 60654 Ladies and Gentlemen: Reference is made to that certain Agreement and Plan of Merger, dated as of Ma |
