UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D/A

 

Under the Securities Exchange Act of 1934

(Amendment No. 17)

 

Brookfield Property Partners L.P.

(Name of Issuer)

 

Limited Partnership Units

(Title of Class of Securities)

 

G16249107

(CUSIP Number)

 

Justin B. Beber

Brookfield Asset Management Inc.

Brookfield Place, Suite 300

181 Bay Street, P.O. Box 762

Toronto, Ontario M5J 2T3

Tel: (416) 956-5182

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

June 7, 2021

(Date of Event Which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ¨

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

(Continued on following pages)

 

 

 

 

 

CUSIP No. G16249107

             
1  

Names of Reporting Persons

 

BROOKFIELD ASSET MANAGEMENT INC.

 

2  

Check the Appropriate Box if a Member of a Group

 

(a) ¨ (b) x

 

3   SEC Use Only
4  

Source of Funds

 

OO

 

5  

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)

 

¨

 

6  

Citizenship or Place of Organization

 

ONTARIO

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
  7  

Sole Voting Power

 

0

 

  8  

Shared Voting Power

 

591,064,140*

 

  9  

Sole Dispositive Power

 

0

 

  10  

Shared Dispositive Power

 

591,064,140*

 

11  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

591,064,140*

 

12  

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares

 

¨

 

13  

Percent of Class Represented by Amount in Row (11)

 

66.2%**

 

14  

Type of Reporting Person

 

CO

 

 

* This amount includes 451,365,017 redemption-exchange units of Brookfield Property L.P.

 

** Based on a total of (1) 440,808,732 limited partnership units of the Issuer issued and outstanding as of June 8, 2021 and (2) 451,365,017 redemption-exchange units of Brookfield Property L.P. owned by the Reporting Person.

 

 

CUSIP No. G16249107

             
1  

Names of Reporting Persons

 

BAM PARTNERS TRUST

 

2  

Check the Appropriate Box if a Member of a Group

 

(a) ¨ (b) x

 

3   SEC Use Only
4  

Source of Funds

 

OO

 

5  

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)

 

¨

 

6  

Citizenship or Place of Organization

 

ONTARIO

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
  7  

Sole Voting Power

 

0

 

  8  

Shared Voting Power

 

591,064,140*

 

  9  

Sole Dispositive Power

 

0

 

  10  

Shared Dispositive Power

 

591,064,140*

 

11  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

591,064,140*

 

12  

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares

 

¨

 

13  

Percent of Class Represented by Amount in Row (11)

 

66.2%**

 

14  

Type of Reporting Person

 

00

 

 

* This amount includes 451,365,017 redemption-exchange units of Brookfield Property L.P.

 

** Based on a total of (1) 440,808,732 limited partnership units of the Issuer issued and outstanding as of June 8, 2021 and (2) 451,365,017 redemption-exchange units of Brookfield Property L.P. owned by the Reporting Person.

 

 

CUSIP No. G16249107

             
1  

Names of Reporting Persons

 

BROOKFIELD PROPERTY GROUP HOLDINGS SUB LP

 

2  

Check the Appropriate Box if a Member of a Group

 

(a) ¨ (b) x

 

3   SEC Use Only
4  

Source of Funds

 

N/A

 

5  

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)

 

¨

 

6  

Citizenship or Place of Organization

 

ONTARIO

 

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With

 

  7  

Sole Voting Power

 

0

 

  8  

Shared Voting Power

 

40,048,497*

 

  9  

Sole Dispositive Power

 

0

 

  10  

Shared Dispositive Power

 

40,048,497*

 

11  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

40,048,497*

 

12  

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares

 

¨

 

13  

Percent of Class Represented by Amount in Row (11)

 

8.6%**

 

14  

Type of Reporting Person

 

CO

 

 

* This amount includes 26,100,760 redemption-exchange units of Brookfield Property L.P.

 

** Based on a total of (1) 440,808,732 limited partnership units of the Issuer issued and outstanding as of June 8, 2021 and (2) 26,100,760 redemption-exchange units of Brookfield Property L.P. owned by the Reporting Person.

 

 

CUSIP No. G16249107

             
1  

Names of Reporting Persons

 

BPY I L.P.

 

2  

Check the Appropriate Box if a Member of a Group

 

(a) ¨ (b) x

 

3   SEC Use Only
4  

Source of Funds

 

N/A

 

5  

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)

 

¨

 

6  

Citizenship or Place of Organization

 

MANITOBA

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
  7  

Sole Voting Power

 

0

 

  8  

Shared Voting Power

 

53,702,050*

 

  9  

Sole Dispositive Power

 

0

 

  10  

Shared Dispositive Power

 

53,702,050*

 

11  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

53,702,050*

 

12  

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares

 

¨

 

13  

Percent of Class Represented by Amount in Row (11)

 

10.9%**

 

14  

Type of Reporting Person

 

PN

 

 

* Represents redemption-exchange units of Brookfield Property L.P.

 

** Based on a total of (1) 440,808,732 limited partnership units of the Issuer issued and outstanding as of June 8, 2021 and (2) 53,702,050 redemption-exchange units of Brookfield Property L.P. owned by the Reporting Person.

 

 

CUSIP No. G16249107

             
1  

Names of Reporting Persons

 

BPG HOLDINGS GROUP (US) HOLDINGS INC.

 

2  

Check the Appropriate Box if a Member of a Group

 

(a) ¨ (b) x

 

3   SEC Use Only
4  

Source of Funds

 

N/A

 

5  

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)

 

 

6  

Citizenship or Place of Organization

 

ONTARIO

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
  7  

Sole Voting Power

 

0

 

  8  

Shared Voting Power

 

7,331,926*

 

  9  

Sole Dispositive Power

 

0

 

  10  

Shared Dispositive Power

 

7,331,926*

 

11  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

7,331,926*

 

12  

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares

 

¨

 

13  

Percent of Class Represented by Amount in Row (11)

 

1.7%**

 

14  

Type of Reporting Person

 

CO

 

 

* This amount includes 1,906,781 redemption-exchange units of Brookfield Property L.P.

 

** Based on a total of (1) 440,808,732 limited partnership units of the Issuer issued and outstanding as of June 8, 2021 and (2) 1,906,781 redemption-exchange units of Brookfield Property L.P. owned by the Reporting Person.

 

 

CUSIP No. G16249107

             
1  

Names of Reporting Persons

 

BPG HOLDINGS I L.P.

 

2  

Check the Appropriate Box if a Member of a Group

 

(a) ¨ (b) x

 

3   SEC Use Only
4  

Source of Funds

 

N/A

 

5  

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)

 

¨

 

6  

Citizenship or Place of Organization

 

ONTARIO

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
  7  

Sole Voting Power

 

0

 

  8  

Shared Voting Power

 

60,000,000*

 

  9  

Sole Dispositive Power

 

0

 

  10  

Shared Dispositive Power

 

60,000,000*

 

11  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

60,000,000*

 

12  

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares

 

¨

 

13  

Percent of Class Represented by Amount in Row (11)

 

12.0%**

 

14  

Type of Reporting Person

 

PN

 

 

* Represents redemption-exchange units of Brookfield Property L.P.

 

** Based on a total of (1) 440,808,732 limited partnership units of the Issuer issued and outstanding as of June 8, 2021 and (2) 60,000,000 redemption-exchange units of Brookfield Property L.P. owned by the Reporting Person.

 

 

CUSIP No. G16249107

             
1  

Names of Reporting Persons

 

BPG HOLDINGS II L.P.

 

2  

Check the Appropriate Box if a Member of a Group

 

(a) ¨ (b) x

 

3   SEC Use Only
4  

Source of Funds

 

N/A

 

5  

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)

 

¨

 

6  

Citizenship or Place of Organization

 

ONTARIO

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
  7  

Sole Voting Power

 

0

 

  8  

Shared Voting Power

 

15,781,724*

 

  9  

Sole Dispositive Power

 

0

 

  10  

Shared Dispositive Power

 

15,781,724*

 

11  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

15,781,724*

 

12  

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares

 

¨

 

13  

Percent of Class Represented by Amount in Row (11)

 

3.5%**

 

14  

Type of Reporting Person

 

PN

 

 

* Represents redemption-exchange units of Brookfield Property L.P.

 

** Based on a total of (1) 440,808,732 limited partnership units of the Issuer issued and outstanding as of June 8, 2021 and (2) 15,781,724 redemption-exchange units of Brookfield Property L.P. owned by the Reporting Person.

 

 

CUSIP No. G16249107

             
1  

Names of Reporting Persons

 

BPG HOLDINGS III L.P.

 

2  

Check the Appropriate Box if a Member of a Group

 

(a) ¨ (b) x

 

3   SEC Use Only
4  

Source of Funds

 

N/A

 

5  

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)

 

¨

 

6  

Citizenship or Place of Organization

 

ONTARIO

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
  7  

Sole Voting Power

 

0

 

  8  

Shared Voting Power

 

51,419,088*

 

  9  

Sole Dispositive Power

 

0

 

  10  

Shared Dispositive Power

 

51,419,088*

 

11  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

51,419,088*

 

12  

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares

 

¨

 

13  

Percent of Class Represented by Amount in Row (11)

 

10.4%**

 

14  

Type of Reporting Person

 

PN

 

 

* Represents redemption-exchange units of Brookfield Property L.P.

 

** Based on a total of (1) 440,808,732 limited partnership units of the Issuer issued and outstanding as of June 8, 2021 and (2) 51,419,088 redemption-exchange units of Brookfield Property L.P. owned by the Reporting Person.

 

 

CUSIP No. G16249107

             
1  

Names of Reporting Persons

 

BPG HOLDINGS IV L.P.

 

2  

Check the Appropriate Box if a Member of a Group

 

(a) ¨ (b) x

 

3   SEC Use Only
4  

Source of Funds

 

N/A

 

5  

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)

 

¨

 

6  

Citizenship or Place of Organization

 

ONTARIO

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
  7  

Sole Voting Power

 

0

 

  8  

Shared Voting Power

 

60,319,088*

 

  9  

Sole Dispositive Power

 

0

 

  10  

Shared Dispositive Power

 

60,319,088*

 

11  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

60,319,088*

 

12  

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares

 

¨

 

13  

Percent of Class Represented by Amount in Row (11)

 

12.0%**

 

14  

Type of Reporting Person

 

PN

 

 

* Represents redemption-exchange units of Brookfield Property L.P.

 

** Based on a total of (1) 440,808,732 limited partnership units of the Issuer issued and outstanding as of June 8, 2021 and (2) 60,319,088 redemption-exchange units of Brookfield Property L.P. owned by the Reporting Person.

 

 

CUSIP No. G16249107

             
1  

Names of Reporting Persons

 

BPGH NEW HLP HOLDINGS LP

 

2  

Check the Appropriate Box if a Member of a Group

 

(a) ¨ (b) x

 

3   SEC Use Only
4  

Source of Funds

 

N/A

 

5  

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)

 

¨

 

6  

Citizenship or Place of Organization

 

ONTARIO

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
  7  

Sole Voting Power

 

0

 

  8  

Shared Voting Power

 

18,715,912*

 

  9  

Sole Dispositive Power

 

0

 

  10  

Shared Dispositive Power

 

18,715,912*

 

11  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

18,715,912*

 

12  

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares

 

¨

 

13  

Percent of Class Represented by Amount in Row (11)

 

4.1%**

 

14  

Type of Reporting Person

 

PN

 

 

* Represents redemption-exchange units of Brookfield Property L.P.

 

** Based on a total of (1) 440,808,732 limited partnership units of the Issuer issued and outstanding as of June 8, 2021 and (2) 18,715,912 redemption-exchange units of Brookfield Property L.P. owned by the Reporting Person.

 

 

CUSIP No. G16249107

             
1  

Names of Reporting Persons

 

BPG HOLDINGS ALBERTA L.P.

 

2  

Check the Appropriate Box if a Member of a Group

 

(a) ¨ (b) x

 

3   SEC Use Only
4  

Source of Funds

 

N/A

 

5  

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)

 

¨

 

6  

Citizenship or Place of Organization

 

ONTARIO

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
  7  

Sole Voting Power

 

0

 

  8  

Shared Voting Power

 

50,000,000*

 

  9  

Sole Dispositive Power

 

0

 

  10  

Shared Dispositive Power

 

50,000,000*

 

11  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

50,000,000*

 

12  

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares

 

¨

 

13  

Percent of Class Represented by Amount in Row (11)

 

10.2%**

 

14  

Type of Reporting Person

 

PN

 

 

* Represents redemption-exchange units of Brookfield Property L.P.

 

** Based on a total of (1) 440,808,732 limited partnership units of the Issuer issued and outstanding as of June 8, 2021 and (2) 50,000,000 redemption-exchange units of Brookfield Property L.P. owned by the Reporting Person.

 

 

CUSIP No. G16249107

             
1  

Names of Reporting Persons

 

BPG INVESTMENT HOLDINGS L.P.

 

2  

Check the Appropriate Box if a Member of a Group

 

(a) ¨ (b) x

 

3   SEC Use Only
4  

Source of Funds

 

N/A

 

5  

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)

 

¨

 

6  

Citizenship or Place of Organization

 

ONTARIO

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
  7  

Sole Voting Power

 

0

 

  8  

Shared Voting Power

 

8,387,345*

 

  9  

Sole Dispositive Power

 

0

 

  10  

Shared Dispositive Power

 

8,387,345*

 

11  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

8,387,345*

 

12  

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares

 

¨

 

13  

Percent of Class Represented by Amount in Row (11)

 

1.9%**

 

14  

Type of Reporting Person

 

PN

 

 

* Represents redemption-exchange units of Brookfield Property L.P.

 

** Based on a total of (1) 440,808,732 limited partnership units of the Issuer issued and outstanding as of June 8, 2021 and (2) 8,387,345 redemption-exchange units of Brookfield Property L.P. owned by the Reporting Person.

 

 

CUSIP No. G16249107

             
1  

Names of Reporting Persons

 

BPG FINANCE INVESTOR L.P.

 

2  

Check the Appropriate Box if a Member of a Group

 

(a) ¨ (b) x

 

3   SEC Use Only
4  

Source of Funds

 

N/A

 

5  

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)

 

¨

 

6  

Citizenship or Place of Organization

 

ONTARIO

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
  7  

Sole Voting Power

 

0

 

  8  

Shared Voting Power

 

71,000,000*

 

  9  

Sole Dispositive Power

 

0

 

  10  

Shared Dispositive Power

 

71,000,000*

 

11  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

71,000,000*

 

12  

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares

 

¨

 

13  

Percent of Class Represented by Amount in Row (11)

 

13.9%**

 

14  

Type of Reporting Person

 

PN

 

 

* Represents redemption-exchange units of Brookfield Property L.P.

 

** Based on a total of (1) 440,808,732 limited partnership units of the Issuer issued and outstanding as of June 8, 2021 and (2) 71,000,000 redemption-exchange units of Brookfield Property L.P. owned by the Reporting Person.

 

 

CUSIP No. G16249107

             
1  

Names of Reporting Persons

 

BPGUSH L.P. (ONTARIO)

 

2  

Check the Appropriate Box if a Member of a Group

 

(a) ¨ (b) x

 

3   SEC Use Only
4  

Source of Funds

 

N/A

 

5  

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)

 

¨

 

6  

Citizenship or Place of Organization

 

ONTARIO

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
  7  

Sole Voting Power

 

0

 

  8  

Shared Voting Power

 

9,000,000*

 

  9  

Sole Dispositive Power

 

0

 

  10  

Shared Dispositive Power

 

9,000,000*

 

11  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

9,000,000*

 

12  

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares

 

¨

 

13  

Percent of Class Represented by Amount in Row (11)

 

2.0%**

 

14  

Type of Reporting Person

 

PN

 

 

* Represents redemption-exchange units of Brookfield Property L.P.

 

** Based on a total of (1) 440,808,732 limited partnership units of the Issuer issued and outstanding as of June 8, 2021 and (2) 9,000,000 redemption-exchange units of Brookfield Property L.P. owned by the Reporting Person.

 

 

CUSIP No. G16249107

             
1  

Names of Reporting Persons

 

BPY (2013) CORP.

 

2  

Check the Appropriate Box if a Member of a Group

 

(a) ¨ (b) x

 

3   SEC Use Only
4  

Source of Funds

 

N/A

 

5  

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)

 

¨

 

6  

Citizenship or Place of Organization

 

ONTARIO

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
  7  

Sole Voting Power

 

0

 

  8  

Shared Voting Power

 

720,064

 

  9  

Sole Dispositive Power

 

0

 

  10  

Shared Dispositive Power

 

720,064

 

11  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

720,064

 

12  

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares

 

¨

 

13  

Percent of Class Represented by Amount in Row (11)

 

0.2%*

 

14  

Type of Reporting Person

 

CO

 

 

* Based on a total of 440,808,732 limited partnership units of the Issuer issued and outstanding as of June 8, 2021.

 

 

CUSIP No. G16249107

             
1  

Names of Reporting Persons

 

BROOKFIELD GLOBAL PROPERTY ADVISOR LIMITED

 

2  

Check the Appropriate Box if a Member of a Group

 

(a) (b)

 

3   SEC Use Only
4  

Source of Funds

 

N/A

 

5  

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)

 

 

6  

Citizenship or Place of Organization

 

ENGLAND AND WALES

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
  7  

Sole Voting Power

 

0

 

  8  

Shared Voting Power

 

75,000

 

  9  

Sole Dispositive Power

 

0

 

  10  

Shared Dispositive Power

 

75,000

 

11  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

75,000

 

12  

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares

 

 

13  

Percent of Class Represented by Amount in Row (11)

 

0.02%*

 

14  

Type of Reporting Person

 

PN

 

 

* Based on a total of 440,808,732 limited partnership units of the Issuer issued and outstanding as of June 8, 2021.

 

 

CUSIP No. G16249107

             
1  

Names of Reporting Persons

 

BPGH SUB INC.

 

2  

Check the Appropriate Box if a Member of a Group

 

(a) ¨ (b) x

 

3   SEC Use Only
4  

Source of Funds

 

N/A

 

5  

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)

 

¨

 

6  

Citizenship or Place of Organization

 

ONTARIO

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
  7  

Sole Voting Power

 

0

 

  8  

Shared Voting Power

 

22,713,516

 

  9  

Sole Dispositive Power

 

0

 

  10  

Shared Dispositive Power

 

22,713,516

 

11  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

22,713,516

 

12  

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares

 

¨

 

13  

Percent of Class Represented by Amount in Row (11)

 

5.2%*

 

14  

Type of Reporting Person

 

CO

 

 

* Based on a total of 440,808,732 limited partnership units of the Issuer issued and outstanding as of June 8, 2021.

 

 

CUSIP No. G16249107

             
1  

Names of Reporting Persons

 

BROOKFIELD US HOLDINGS INC.

 

2  

Check the Appropriate Box if a Member of a Group

 

(a) ¨ (b) x

 

3   SEC Use Only
4  

Source of Funds

 

N/A

 

5  

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)

 

 

6  

Citizenship or Place of Organization

 

ONTARIO

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
  7  

Sole Voting Power

 

0

 

  8  

Shared Voting Power

 

69,250,545*

 

  9  

Sole Dispositive Power

 

0

 

  10  

Shared Dispositive Power

 

69,250,545*

 

11  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

69,250,545*

 

12  

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares

 

¨

 

13  

Percent of Class Represented by Amount in Row (11)

 

14.9%*

 

14  

Type of Reporting Person

 

CO

 

 

* This amount includes 25,032,269 redemption-exchange units of Brookfield Property L.P.

 

** Based on a total of (1) 440,808,732 limited partnership units of the Issuer issued and outstanding as of June 8, 2021 and (2) 25,032,269 redemption-exchange units of Brookfield Property L.P. owned by the Reporting Person.

 

 

CUSIP No. G16249107

             
1  

Names of Reporting Persons

 

BPGUSH NEW SUBCO LP

 

2  

Check the Appropriate Box if a Member of a Group

 

(a) ¨ (b) x

 

3   SEC Use Only
4  

Source of Funds

 

WC

 

5  

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)

 

 

6  

Citizenship or Place of Organization

 

ONTARIO

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
  7  

Sole Voting Power

 

0

 

  8  

Shared Voting Power

 

28,762,898

 

  9  

Sole Dispositive Power

 

0

 

  10  

Shared Dispositive Power

 

28,762,898

 

11  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

28,762,898

 

12  

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares

 

¨

 

13  

Percent of Class Represented by Amount in Row (11)

 

6.5%*

 

14  

Type of Reporting Person

 

PN

 

 

* Based on a total of 440,808,732 limited partnership units of the Issuer issued and outstanding as of June 8, 2021.

 

 

CUSIP No. G16249107

             
1  

Names of Reporting Persons

 

BROOKFIELD REAL ESTATE PARTNERS (A) SIB L.P.

 

2  

Check the Appropriate Box if a Member of a Group

 

(a) ¨ (b) x

 

3   SEC Use Only
4  

Source of Funds

 

N/A

 

5  

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)

 

¨

 

6  

Citizenship or Place of Organization

 

DELAWARE

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
  7  

Sole Voting Power

 

0

 

  8  

Shared Voting Power

 

9,519,641

 

  9  

Sole Dispositive Power

 

0

 

  10  

Shared Dispositive Power

 

9,519,641

 

11  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

9,519,641

 

12  

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares

 

¨

 

13  

Percent of Class Represented by Amount in Row (11)

 

2.2%*

 

14  

Type of Reporting Person

 

PN

 

 

* Based on a total of 440,808,732 limited partnership units of the Issuer issued and outstanding as of June 8, 2021.

 

 

CUSIP No. G16249107

             
1  

Names of Reporting Persons

 

BROOKFIELD REAL ESTATE PARTNERS (Q) SIB L.P.

 

2  

Check the Appropriate Box if a Member of a Group

 

(a) ¨ (b) x

 

3   SEC Use Only
4  

Source of Funds

 

N/A

 

5  

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)

 

¨

 

6  

Citizenship or Place of Organization

 

DELAWARE

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
  7  

Sole Voting Power

 

0

 

  8  

Shared Voting Power

 

3,443,046

 

  9  

Sole Dispositive Power

 

0

 

  10  

Shared Dispositive Power

 

3,443,046

 

11  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

3,443,046

 

12  

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares

 

¨

 

13  

Percent of Class Represented by Amount in Row (11)

 

0.8%*

 

14  

Type of Reporting Person

 

PN

 

 

* Based on a total of 440,808,732 limited partnership units of the Issuer issued and outstanding as of June 8, 2021.

 

 

CUSIP No. G16249107

             
1  

Names of Reporting Persons

 

BROOKFIELD REAL ESTATE PARTNERS (K) SIB HOLDINGS L.P.

 

2  

Check the Appropriate Box if a Member of a Group

 

(a) ¨ (b) x

 

3   SEC Use Only
4  

Source of Funds

 

WC

 

5  

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)

 

¨

 

6  

Citizenship or Place of Organization

 

CAYMAN ISLANDS

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
  7  

Sole Voting Power

 

0

 

  8  

Shared Voting Power

 

7,837,440

 

  9  

Sole Dispositive Power

 

0

 

  10  

Shared Dispositive Power

 

7,837,440

 

11  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

7,837,440

 

12  

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares

 

¨

 

13  

Percent of Class Represented by Amount in Row (11)

 

1.8%*

 

14  

Type of Reporting Person

 

PN

 

 

* Based on a total of 440,808,732 limited partnership units of the Issuer issued and outstanding as of June 8, 2021.

 

 

 

EXPLANATORY NOTE

 

This Amendment No. 17 to Schedule 13D (this “Amendment No. 17”) is being filed with respect to the limited partnership units (the “Units”) of Brookfield Property Partners L.P. (the “Issuer” or “BPY”) to report (i) the exchange of 3,036,315 shares of Class A Stock of Brookfield Property REIT Inc. into 3,036,315 Units, (ii) the distribution of 9,933,883 Units from certain of Brookfield Asset Management Inc.’s (“BAM”) managed accounts to certain of BAM’s institutional clients, (iii) the removal of Partners Limited (“Partners”), Partners Value Investments L.P. (“PVI”) and Brookfield Property Group LLC (“BPG LLC”) as Reporting Persons (as defined herein), and (iv) the addition of BAM Partners Trust, a trust established under the laws of the Province of Ontario (the “BAM Partnership”), as a Reporting Person.

 

Information reported and defined terms used in the original Schedule 13D, as amended to the date hereof (this “Schedule 13D”), remain in effect except to the extent that they are amended or superseded by information or defined terms contained in this Amendment No. 17.

 

2. Identity and Background.

 

The BAM Partnership shall be deemed a “Reporting Person” and none of Partners, PVI and BPG LLC shall be deemed to be a “Reporting Person” for purposes of this Schedule 13D, as amended hereby. The Reporting Persons are making this single, joint filing because they may be deemed to constitute a “group” within the meaning of Section 13(d)(3) of the Act. The agreement among the Reporting Persons to file this Schedule 13D jointly (the “Joint Filing Agreement”) is attached hereto as Exhibit 11.

 

Item 2 of the Schedule 13D is hereby amended to remove reference to Partners, PVI and BPG LLC (and any related Scheduled Persons), and supplemented as follows:

 

BAM Partners Trust (the “BAM Partnership”) is a trust formed under the laws of the Province of Ontario. The trustee of the BAM Partnership is BAM Class B Partners Inc., an Ontario corporation (“BAM Partners”). In accordance with the previous announcement in Brookfield’s management information circular dated April 27, 2020, Partners closed the transfer of 85,120 class B limited voting shares of Brookfield (the “BAM Class B Shares”) on April 6, 2021, representing 100% of such shares, to the BAM Partnership. The BAM Class B Shares entitle the holders thereof to appoint one half of the board of directors of Brookfield.

 

BAM Partners is the trustee of the BAM Partnership, and the principal business address of BAM Partners and the BAM Partnership is Brookfield Place, 181 Bay Street, Suite 300, P.O. Box 762, Toronto, Ontario M5J 2T3, Canada.

 

Schedule I to this Amendment No. 17 sets forth the names of the directors of BAM Partners, as trustee of the BAM Partnership (to be included as “Scheduled Persons” for purposes of this Schedule 13D) and their respective principal occupations, addresses, and citizenships.

 

Additionally, Schedules II, III, IV, V, VI, VII, VIII, IX, X, XI and XII hereto set forth a list of updated names of directors and executive officers of BAM, Brookfield US Holdings Inc. (“BUSHI”), BPY GP Inc., BPG Holdings Group (US) Holdings Inc. (“BPGHG(US)”), BPG Holdings Group (US) GP Inc., BPY (2013) Corp. (“BPY (2013)”), Brookfield Global Property Advisor Limited (“BG PAL”), BPGH Sub Inc. (“BPGH Sub”), Brookfield Real Estate Partners (A) SIB GP Limited, Brookfield Real Estate Partners (Q) SIB GP Limited and Brookfield Real Estate Partners (K) GP Limited (to be included as Scheduled Persons), respectively, and their respective principal occupations, addresses, and citizenships.

 

During the last five years, none of Reporting Persons (including the BAM Partnership) and, to their respective knowledge, none of the Scheduled Persons (including those in respect of the BAM Partnership), has been: (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which, he, she or it was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

 

 

 

3. Source and Amendment of Funds or Other Consideration.

 

Item 3 of this Schedule 13D is hereby supplemented to include the information set forth in Item 4 of this Amendment No. 17.

 

4. Purpose of the Transaction.

 

Item 4 of this Schedule 13D is hereby supplemented to add the following:

 

Amending Agreement

 

On May 27, 2021, the Arrangement Agreement was amended by an amending agreement (the “Amending Agreement”). See Amending Agreement attached as Exhibit 17 hereto.

 

Canadian Purchase Transactions

 

Prior to closing of the Transactions but after the election deadline, BAM may, in consensual transactions distinct from the Transaction (the “Canadian Purchase Transactions”), acquire Units from up to five Canadian corporations that are not exempt from tax (the “Canadian Taxable Holders”), which may include corporations controlled by directors and/or officers of BAM, and that would be interested in receiving in exchange for their Units, unlisted exchangeable LP units (“new exchangeable LP units”) of a BAM subsidiary limited partnership that will be exchangeable for BAM Shares commencing 24 months following closing of the Canadian Purchase Transactions.

 

The Canadian Taxable Holders consist of two unaffiliated BPY Unitholders (Colonial House Capital Limited and WJS Investments Limited) holding approximately 2 million Units in aggregate, a company controlled by Jack Cockwell, a director and former executive of BAM, holding approximately 1 million Units, and a company controlled by Sam Pollock’s family, an executive of BAM, holding approximately 1 million Units.

 

Pursuant to the Canadian Purchase Transactions, the Canadian Taxable Holders will receive (i) an amount of new exchangeable LP units equal to the number of BAM Shares a BPY Unitholder that elected to receive the Default Consideration would receive in the Transaction (after pro ration) and (ii) the amount of cash and New LP Preferred Units a BPY Unitholder that elected to receive the default consideration would receive in the Transactions (after pro ration); provided, that the Canadian Taxable Holders will be able to elect to receive in lieu of the consideration described in the foregoing clause (ii), additional new exchangeable LP units equal to the amount of cash and liquidation value of the New LP Preferred Units described in the foregoing clause (ii) divided by a price that is equal to the greater of (x) $45.67, and (y) the 5-day volume weighted average trading price of a class A limited voting share of BAM on the New York Stock Exchange immediately preceding the election deadline.

 

See Form of Purchase Agreement attached as Exhibit 18 hereto.

 

Other

 

On June 7, 2021, BAM distributed 9,933,883 Units to certain of BAM’s institutional clients from BAM’s managed accounts indirectly held through Brookfield Real Estate Partners (Q) SIB L.P.

 

On June 8, 2021, BPG LLC exchanged 3,036,315 shares of Class A Stock of Brookfield Property REIT Inc. into 3,036,315 Units in accordance with the terms of the certificate of incorporation of Brookfield Property REIT Inc. BPG LLC then indirectly transferred the 3,036,315 Units to BAM.

 

5. Interest in Securities of the Issuer.

 

Items 5(a)-(c) are hereby amended and restated in their entirety as follows:

 

As of June 8, 2021, BAM and BAM Partners may be deemed to be the beneficial owner of 139,699,123 Units, and such Units constitute approximately 31.7% of the issued and outstanding Units. The Units deemed to be beneficially owned by BAM include 3,036,360 Units held by BAM (including 45 Units held by BPO ETS Inc., a subsidiary of BAM), 5,425,145 Units beneficially owned by BPGHG(US), 720,064 Units beneficially owned by BPY (2013) Corp., 75,000 Units beneficially owned by BG PAL, 44,218,276 Units beneficially owned by BUSHI, 22,713,516 Units beneficially owned by BPGH Sub, 13,947,737 Units owned by Brookfield Property Group Holdings Sub LP (“Sub LP”), 9,519,641 Units owned by Brookfield Real Estate Partners (A) SIB L.P., 3,443,046 Units owned by Brookfield Real Estate Partners (Q) SIB L.P., 7,837,440 Units owned by Brookfield Real Estate Partners (K) SIB Holdings L.P. and 28,762,898 Units owned by BPGUSH New Subco LP.

 

 

 

 

In addition, BAM holds, through BPY I L.P., BPY II L.P., BPGHG(US), BPGH Sub, BPG Holdings I L.P., BPG Holdings II L.P., BPG Holdings III L.P., BPG Holdings IV L.P., BPG Holdings Alberta L.P., BPG Investment Holdings L.P., BPG Finance Investor L.P., BPGUSH L.P. (Ontario), BUSHI, Sub LP and BPGH New HLP Holdings LP, an aggregate of 451,365,017 redemption-exchange units of Brookfield Property L.P. (“Property LP”). Such redemption-exchange units held indirectly by BAM represent 100% of the redemption-exchange units of Property LP and approximately 50.6% of the Units assuming that all of the redemption-exchange units of Property LP were exchanged for Units pursuant to the redemption-exchange mechanism.

 

Assuming that all of the redemption-exchange units of Property LP were exchanged for Units pursuant to the redemption-exchange mechanism, as of June 8, 2021, BAM and BAM Partners may be deemed to be the beneficial owner of 591,064,140 Units, and such Units would constitute approximately 66.2% of the issued and outstanding Units.

 

BAM Partners, as trustee of the BAM Partnership, which is the sole owner of BAM Class B Shares, has the ability to appoint one half of the board of directors of BAM and, as such, may be deemed to indirectly control the decisions of BAM regarding the vote and disposition of the Units held by BAM; therefore BAM Partners may be deemed to have indirect beneficial ownership of the Units held by BAM. Pursuant to Rule 13d-4 of the Exchange Act, BAM Partners declares that filing this Schedule 13D shall not be construed as an admission that either it or the BAM Partnership is, for the purposes of Section 13(d) and/or Section 13(g) of the Exchange Act, the beneficial owner of any securities covered by this Schedule 13D, and such beneficial ownership is expressly disclaimed.

 

Other than the transactions described in this Amendment No. 17, there have been no transactions by the Reporting Persons in the Units during the past 60 days.

 

6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

 

Item 6 of this Schedule 13D is hereby supplemented to incorporate by reference the information set forth in Item 4 of this Amendment No. 17.

 

7. Materials to be Filed as Exhibits.

 

Item 7 of this Schedule 13D is hereby amended to add the following exhibit:

 

Exhibit 11. Joint Filing Agreement, dated as of June 10, 2021 (filed herewith).

 

Exhibit 17. Amending Agreement, dated May 27, 2021 (incorporated by reference from Exhibit 99.2 to BPY’s Form 6-K filed with the SEC on June 2, 2021).

 

Exhibit 18. Form of Purchase Agreement (incorporated by reference from Exhibit (d)(24) to the Schedule 13E-3/A filed by Brookfield, BPY and BPY Arrangement Corporation with the SEC on May 28, 2021).

 

 

 

 

SIGNATURE

 

After reasonable inquiry and to the best of each undersigned’s knowledge and belief, the undersigned certifies as to itself that the information set forth in this statement is true, complete and correct.

 

Dated: June 10, 2021

 

  BROOKFIELD ASSET MANAGEMENT INC.
     
  By: /s/ Kathy Sarpash
    Name: Kathy Sarpash
    Title: Senior Vice President

 

  BAM PARTNERS TRUST, by its trustee, BAM CLASS B PARTNERS INC.
     
  By: /s/ Kathy Sarpash
    Name: Kathy Sarpash
    Title: Secretary

 

  BROOKFIELD PROPERTY GROUP HOLDINGS SUB LP, by its general partner, BPG HOLDINGS GROUP (US) GP INC.
     
  By: /s/ Christopher Wong
    Name: Christopher Wong
    Title: Vice President
     
  BPY I L.P., by its general partner, BPY GP INC.
     
  By: /s/ Christopher Wong
    Name: Christopher Wong
    Title: Vice President
     
  BPG HOLDINGS GROUP (US) HOLDINGS INC.
     
  By: /s/ Christopher Wong
    Name: Christopher Wong
    Title: Vice President

 

 

 

 

     
  BPG HOLDINGS I L.P., by its general partner, BPG HOLDINGS GROUP (US) GP INC.
     
  By: /s/ Christopher Wong
    Name: Christopher Wong
    Title: Vice President
     
  BPG HOLDINGS II L.P., by its general partner, BPG HOLDINGS GROUP (US) GP INC.
     
  By: /s/ Christopher Wong
    Name: Christopher Wong
    Title: Vice President
     
  BPG HOLDINGS III L.P., by its general partner, BPG HOLDINGS GROUP (US) GP INC.
     
  By: /s/ Christopher Wong
    Name: Christopher Wong
    Title: Vice President
     
  BPG HOLDINGS IV L.P., by its general partner, BPG HOLDINGS GROUP (US) GP INC.
     
  By: /s/ Christopher Wong
    Name: Christopher Wong
    Title: Vice President
     
  BPG HOLDINGS ALBERTA L.P., by its general partner, BPG HOLDINGS GROUP (US) GP INC.
     
  By: /s/ Christopher Wong
    Name: Christopher Wong
    Title: Vice President

 

 

 

 

  BPG INVESTMENT HOLDINGS L.P., by its general partner, BPG HOLDINGS GROUP (US) GP INC.
     
  By: /s/ Christopher Wong
    Name: Christopher Wong
    Title: Vice President
     
  BPG FINANCE INVESTOR L.P., by its general partner, BPG HOLDINGS GROUP (US) GP INC.
     
  By: /s/ Christopher Wong
    Name: Christopher Wong
    Title: Vice President
     
  BPGUSH L.P. (ONTARIO), by its general partner, BPG HOLDINGS GROUP (US) GP INC.
     
  By: /s/ Christopher Wong
    Name: Christopher Wong
    Title: Vice President
     
  BPGH NEW HLP HOLDINGS LP, by its general partner, BPG HOLDINGS GROUP (US) GP INC.
     
  By: /s/ Christopher Wong
    Name: Christopher Wong
    Title: Vice President
     
  BPGUSH NEW SUBCO LP, by its general partner, BPG HOLDINGS GROUP (US) GP INC.
     
  By: /s/ Christopher Wong
    Name: Christopher Wong
    Title: Vice President
     
  BPY (2013) CORP.
     
  By: /s/ Christopher Wong
    Name: Christopher Wong
    Title: Vice President

 

 

 

 

  BROOKFIELD GLOBAL PROPERTY ADVISOR LIMITED
     
  By: /s/ Philippa Elder
    Name: Philippa Elder
    Title: Director and Secretary
     
  BPGH SUB INC.
     
  By: /s/ Christopher Wong
    Name: Christopher Wong
    Title: Vice President
     
  BROOKFIELD US HOLDINGS INC.
     
  By: /s/ Kathy Sarpash
    Name: Kathy Sarpash
    Title: Vice President and Secretary
     
  BROOKFIELD REAL ESTATE PARTNERS (A) SIB L.P., by its general partner, BROOKFIELD REAL ESTATE PARTNERS (A) SIB GP LIMITED
     
  By: /s/ Jane Sheere
    Name: Jane Sheere
    Title: Secretary
     
  BROOKFIELD REAL ESTATE PARTNERS (Q) SIB L.P., by its general partner, BROOKFIELD REAL ESTATE PARTNERS (Q) SIB GP LIMITED
     
  By: /s/ Jane Sheere
    Name: Jane Sheere
    Title: Secretary
     
  BROOKFIELD REAL ESTATE PARTNERS (K) SIB HOLDINGS L.P., by its general partner, BROOKFIELD REAL ESTATE PARTNERS (K) GP LIMITED
     
  By: /s/ Jane Sheere
    Name: Jane Sheere
    Title: Secretary

 

 

 

 

SCHEDULE I

 

BAM CLASS B PARTNERS INC.

 

Name and Position of
Officer or Director
 
  Principal Business Address   Principal Occupation or
Employment
 
  Citizenship
Jack L. Cockwell,
Director and Vice President  
  51 Yonge Street, Suite 400, Toronto, Ontario M5E 1J1, Canada     Chair of Brookfield Partners Foundation   Canada
       
Bruce Flatt,
Director and Vice President  
  One Canada Square, Level 25, Canary Wharf, London E14 5AA, U.K.   Managing Partner and Chief Executive Officer, Brookfield   Canada
       
Brian D. Lawson,
Director and President  
  181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada     Vice Chair, Brookfield   Canada
       
Kathy Sarpash,
Secretary  
  181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada     Senior Vice-President of Brookfield   Canada

 

 

 

 

SCHEDULE II

 

BROOKFIELD ASSET MANAGEMENT INC.

 

Name and Position of
Officer or Director

  Principal Business Address  

Principal Occupation

or Employment

  Citizenship

M. Elyse Allan

Director

  181 Bay Street, Suite 300, Toronto, Ontario, M5J 2T3, Canada   Corporate Director   Canada and U.S.A.
       

Justin B. Beber

Managing Partner, Head of Corporate Strategy and Chief Legal Officer

  181 Bay Street, Suite 300, Toronto, Ontario, M5J 2T3, Canada   Managing Partner, Head of Corporate Strategy and Chief Legal Officer, BAM   Canada
       

Jeffrey M. Blidner

Vice Chair and Director

  181 Bay Street, Suite 300, Toronto, Ontario, M5J 2T3, Canada   Vice Chair, BAM   Canada
       

Angela F. Braly

Director

  250 Vesey Street, 15th Floor, New York, NY 10281-1023, U.S.A.   Corporate Director   U.S.A.
       

Jack L. Cockwell

Director

 

51 Yonge Street, Suite 400, Toronto, Ontario M5E 1J1, Canada

  Chair of Brookfield Partners Foundation   Canada
       

Marcel R. Coutu

Director

  c/o Suite 1210, 225 – 6th Ave. S.W., Calgary, Alberta, T2P 1N2, Canada   Corporate Director   Canada
       

Maureen Kempston Darkes

Director

  181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada   Corporate Director   Canada
       

Janice Fukakusa

Director

  181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada   Corporate Director   Canada
       

Murilo Ferreira

Director

  181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada   Former Chief Executive Officer, Vale SA   Brazil
       

J. Bruce Flatt

Director and Managing Partner and Chief Executive Officer

  One Canada Square, Level 25 Canary Wharf, London U.K. E14 5AA   Managing Partner and Chief Executive Officer, BAM   Canada
       

Nicholas H. Goodman

Managing Partner and Chief Financial Officer

  181 Bay Street, Suite 300, Toronto, Ontario, M5J 2T3, Canada   Managing Partner and Chief Financial Officer, BAM   United Kingdom
       

Brian W. Kingston

Managing Partner, Chief Executive Officer Real Estate

  250 Vesey Street, 15th Floor, New York, NY 10281-1023, U.S.A.   Managing Partner, Chief Executive Officer Real Estate, BAM   Canada
             

Brian D. Lawson

Vice Chair

  181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada   Vice Chair, BAM   Canada
             

Cyrus Madon

Managing Partner, Chief Executive Officer Private Equity

  181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada   Managing Partner, Chief Executive Officer of Private Equity, Brookfield   Canada

 

 

 

 

Howard S. Marks

Director

  333 S. Grand Avenue, 28th Floor, Los Angeles, CA 90071, U.S.A.   Co-Chairman, Oaktree Capital Management   U.S.A.
       

Frank J. McKenna

Director

  TDCT Tower, 161 Bay Street, 35th Floor, Toronto, Ontario, M5J 2T2, Canada   Chair of Brookfield and Deputy Chair of TD Bank Group, Wholesale   Canada
       

Rafael Miranda

Director

  C/Santiago de Compostela 100 28035 Madrid, Spain   Corporate Director   Spain
       

Craig Noble

Managing Partner, Chief Executive Officer Alternative Investments

 

181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada

 

  Managing Partner, Chief Executive Officer Alternative Investments, BAM   Canada
       

Lord Augustine Thomas O’Donnell

Director

  Frontier Economics, 71 High Holborn, London U.K., WC1V 6DA   Chairman of Frontier Economics Limited   United Kingdom
       

Hutham S. Olayan

Director

  505 Park Avenue, New York, NY 10022, U.S.A.   Chairman of The Olayan Group   U.S.A. and Saudi Arabia
       

Lori Pearson

Managing Partner and Chief Operating Officer

  181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada   Managing Partner and Chief Operating Officer, BAM   Canada
       

Samuel J.B. Pollock

Managing Partner, Chief Executive Officer Infrastructure

  181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada   Managing Partner, Chief Executive Officer Infrastructure, BAM   Canada
       

Seek Ngee Huat

Director

  181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada   Corporate Director   Singapore
       

Sachin G. Shah

Managing Partner, Chief Investment Officer

  181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada   Managing Partner, Chief Investment Officer, BAM   Canada
       

Diana L. Taylor

Director

  c/o Bloomberg, Philanthropies, 25 East 78th Street, New York, N.Y. 10075   Corporate Director   U.S.A. and Canada
       

Connor Teskey

Managing Partner, Chief Executive Officer Renewable Power

  One Canada Square, Level 25, Canary Wharf, London, UK E14 5AA   Managing Partner, Chief Executive Officer Renewable Power, BAM   Canada

 

 

 

 

SCHEDULE III

 

BROOKFIELD US HOLDINGS INC.

 

Name and Position of
Officer or Director
  Principal Business
Address
  Principal Occupation or
Employment
  Citizenship
Thomas Corbett,
Director
  Brookfield Place
181 Bay Street, Suite 300
Toronto, ON M5J 2T3
  Managing Director, Finance, BAM   Canada
             
Karly Dyck,
Director
  Brookfield Place
181 Bay Street, Suite 300
Toronto, ON M5J 2T3
  Senior Vice President, Finance Renewable, BAM   Canada
             
Aleks Novakovic,
Director
  Brookfield Place
181 Bay Street, Suite 300
Toronto, ON M5J 2T3
  Managing Partner, Tax, BAM   Canada
             
Kathy Sarpash,
Director, Vice President and Secretary
  Brookfield Place
181 Bay Street, Suite 300
Toronto, ON M5J 2T3
  Senior Vice President, Legal & Regulatory, BAM   Canada
             
Cam Ha,
President
  Brookfield Place
181 Bay Street, Suite 300
Toronto, ON M5J 2T3
  Vice President, Tax, BAM   Canada
             
Bowen Li,
Vice- President
  Brookfield Place
181 Bay Street, Suite 300
Toronto, ON M5J 2T3
  Director, Finance, BAM   Canada
             
Tim Wang,
Vice- President
  Brookfield Place
181 Bay Street, Suite 300
Toronto, ON M5J 2T3
  Director, Capital Markets & Treasury, BAM   Canada

 

 

 

 

SCHEDULE IV

 

BPY GP INC., as General Partner of 

BPY I L.P.

 

Name and Position of
Officer or Director
  Principal Business
Address
  Principal Occupation or
Employment
  Citizenship
Ashley Lawrence,
Director and President
  Brookfield Place
181 Bay Street, Suite 300
Toronto, ON M5J 2T3
  Managing Director, Regional Head of Canada   Canada
             
Christopher Wong,
Director and Vice President
  Brookfield Place
181 Bay Street, Suite 300
Toronto, ON M5J 2T3
  Vice President, Finance   Canada
             
Brett Fox,
Director and Secretary
  Brookfield Place
250 Vesey Street, 15th Floor
New York, NY, 10281-1023
  Managing Partner   U.S.A.

 

 

 

 

SCHEDULE V

 

BPG HOLDINGS GROUP (US) HOLDINGS INC.

 

Name and Position of
Officer or Director
  Principal Business
Address
  Principal Occupation or
Employment
  Citizenship
Ashley Lawrence,
Director and President
  Brookfield Place
181 Bay Street, Suite 300
Toronto, ON M5J 2T3
  Managing Director, Regional Head of Canada   Canada
             
Christopher Wong,
Director and Vice President
  Brookfield Place
181 Bay Street, Suite 300
Toronto, ON M5J 2T3
  Vice President, Finance   Canada
             
Brett Fox,
Director and Secretary
  Brookfield Place
250 Vesey Street, 15th Floor
New York, NY, 10281-1023
  Managing Partner   U.S.A.

 

 

 

 

SCHEDULE VI

 

BPG HOLDINGS GROUP (US) GP INC., as General Partner of 

each of the BPG Holdings LPs

 

Name and Position of
Officer or Director
  Principal Business
Address
  Principal Occupation or
Employment
  Citizenship
Ashley Lawrence,
Director and President
  Brookfield Place
181 Bay Street, Suite 300
Toronto, ON M5J 2T3
  Managing Director, Regional Head of Canada   Canada
             
Christopher Wong,
Director and Vice President
  Brookfield Place
181 Bay Street, Suite 300
Toronto, ON M5J 2T3
  Vice President, Finance   Canada
             
Brett Fox,
Director and Secretary
  Brookfield Place
250 Vesey Street, 15th Floor
New York, NY, 10281-1023
  Managing Partner   U.S.A.

 

 

 

 

SCHEDULE VII

 

BPY (2013) CORP.

 

Name and Position of
Officer or Director
  Principal Business
Address
  Principal Occupation or
Employment
  Citizenship
Ashley Lawrence,
Director and President
  Brookfield Place
181 Bay Street, Suite 300
Toronto, ON M5J 2T3
  Managing Director, Regional Head of Canada   Canada
             
Christopher Wong,
Director and Vice President
  Brookfield Place
181 Bay Street, Suite 300
Toronto, ON M5J 2T3
  Vice President, Finance   Canada
             
Brett Fox,
Director and Secretary
  Brookfield Place
250 Vesey Street, 15th Floor
New York, NY, 10281-1023
  Managing Partner   U.S.A.

 

 

 

 

SCHEDULE VIII

 

BROOKFIELD GLOBAL PROPERTY ADVISOR LIMITED

 

Name and Position of
Officer or Director
  Principal Business
Address
  Principal Occupation or
Employment
  Citizenship
J. Bruce Flatt,
Director, President and Chief Executive Officer
  181 Bay Street, Suite 300
Toronto, ON M5J 2T3
  Senior Managing Partner and Chief Executive Officer of BAM   Canada
             
Philippa Elder,
Director
  99 Bishopsgate, Second Floor
London, EC2M 3XD, U.K.
  Senior Vice President, BAM   United Kingdom
             
Ralf Niklas Rank,
Director and Chief Investment Officer
  99 Bishopsgate, Second Floor
London, EC2M 3XD, U.K.
  Chief Investment Officer   Canada and Germany
             
Connor David Teskey,
Director
  99 Bishopsgate, Second Floor
London, EC2M 3XD, U.K.
  Managing Partner, BAM   Canada
             
Brian W. Kingston,
Vice President
  250 Vesey Street, 15th Floor, New York, NY 10281- 1023 U.S.A.   Managing Partner, BAM   Canada

 

 

 

 

SCHEDULE IX

 

BPGH SUB INC.

 

 

Name and Position of
Officer or Director
  Principal Business
Address
  Principal Occupation or
Employment
  Citizenship
Ashley Lawrence,
Director and President
  Brookfield Place
181 Bay Street, Suite 300
Toronto, ON M5J 2T3
  Managing Director, Regional Head of Canada   Canada
             
Christopher Wong,
Director and Vice President
  Brookfield Place
181 Bay Street, Suite 300
Toronto, ON M5J 2T3
  Vice President, Finance   Canada
             
Brett Fox,
Director and Secretary
  Brookfield Place
250 Vesey Street, 15th Floor
New York, NY, 10281-1023
  Managing Partner   U.S.A.

 

 

 

 

SCHEDULE X

 

Brookfield Real Estate Partners (A) SIB GP Limited, as General Partner of

Brookfield Real Estate Partners (A) SIB L.P.

 

Name and Position of
Officer or Director
 
  Principal Business
Address
 
  Principal Occupation or
Employment
 
  Citizenship
Gregory E. A. Morrison,
Director and President  
  73 Front Street, 5th Floor, Hamilton HM 12, Bermuda   President of Brookfield Bermuda Ltd   Canada
             
Gregory Noel McConnie,
Director and Vice President
  Rendezvous Corporate Center, 2nd Floor, Rendezvous, Christ Church, Barbados BB15131   President and CEO of Brookfield International Bank Inc.   Barbados
             
James A. Bodi,
Director
  73 Front Street, 5th Floor, Hamilton HM 12, Bermuda   CEO of Brookfield Bermuda Ltd   Canada
             
Terry V. Gittens,
Vice President
  Rendezvous Corporate Center, 2nd Floor, Rendezvous, Christ Church, Barbados BB15131   Chief Financial Officer, Brookfield International Bank Inc.   Barbados
             
Sherry V Millar,
Vice President
  Rendezvous Corporate Center, 2nd Floor, Rendezvous, Christ Church, Barbados BB15131   Financial Controller, Brookfield International Bank Inc.   Barbados
             
Kerry-Ann Cato,
Vice President
  Rendezvous Corporate Center, 2nd Floor, Rendezvous, Christ Church, Barbados BB15131   Corporate Secretary and Legal Counsel, Brookfield International Bank Inc.   Trinidad and Tobago
             
Jane Sheere,
Secretary
  73 Front Street, 5th Floor, Hamilton HM 12, Bermuda   Manager – Corporate Services of Brookfield Bermuda Ltd   United Kingdom
             
Anna Knapman-Scott,
Assistant Secretary
  73 Front Street, 5th Floor, Hamilton HM 12, Bermuda   Operations Manager and Legal Counsel of Brookfield Bermuda Ltd   United Kingdom

 

 

 

 

SCHEDULE XI

 

Brookfield Real Estate Partners (Q) SIB GP Limited, as General Partner of

Brookfield Real Estate Partners (Q) SIB L.P.

 

Name and Position of
Officer or Director
 
  Principal Business
Address
 
  Principal Occupation or
Employment
 
  Citizenship
Gregory E. A. Morrison,
Director and President  
  73 Front Street, 5th Floor, Hamilton HM 12, Bermuda   President of Brookfield Bermuda Ltd   Canada
             
Gregory Noel McConnie,
Director and Vice President
  Rendezvous Corporate Center, 2nd Floor, Rendezvous, Christ Church, Barbados BB15131   President and CEO of Brookfield International Bank Inc.   Barbados
             
James A. Bodi,
Director
  73 Front Street, 5th Floor, Hamilton HM 12, Bermuda   CEO of Brookfield Bermuda Ltd   Canada
             
Terry V. Gittens,
Vice President
  Rendezvous Corporate Center, 2nd Floor, Rendezvous, Christ Church, Barbados BB15131   Chief Financial Officer, Brookfield International Bank Inc.   Barbados
             
Sherry V Millar,
Vice President
  Rendezvous Corporate Center, 2nd Floor, Rendezvous, Christ Church, Barbados BB15131   Financial Controller, Brookfield International Bank Inc.   Barbados
             
Kerry-Ann Cato,
Vice President
  Rendezvous Corporate Center, 2nd Floor, Rendezvous, Christ Church, Barbados BB15131   Corporate Secretary and Legal Counsel, Brookfield International Bank Inc.   Trinidad and Tobago
             
Jane Sheere,
Secretary
  73 Front Street, 5th Floor, Hamilton HM 12, Bermuda   Manager – Corporate Services of Brookfield Bermuda Ltd   United Kingdom
             
Anna Knapman-Scott,
Assistant Secretary
  73 Front Street, 5th Floor, Hamilton HM 12, Bermuda   Operations Manager and Legal Counsel of Brookfield Bermuda Ltd   United Kingdom

 

 

 

 

SCHEDULE XII

 

Brookfield Real Estate Partners (K) GP Limited, as General Partner of

Brookfield Real Estate Partners (K) SIB Holdings L.P.

 

             
Name and Position of
Officer or Director
 
  Principal Business
Address
 
  Principal Occupation or
Employment
 
  Citizenship
Gregory E. A. Morrison,
Director  
  73 Front Street, 5th Floor, Hamilton HM 12, Bermuda   President of Brookfield Bermuda Ltd   Canada
             
Gregory Noel McConnie,
Director
  Rendezvous Corporate Center, 2nd Floor, Rendezvous, Christ Church, Barbados BB15131   President and CEO of Brookfield International Bank Inc.   Barbados
             
James A. Bodi,
Director
  73 Front Street, 5th Floor, Hamilton HM 12, Bermuda   CEO of Brookfield Bermuda Ltd   Canada
             
Terry V. Gittens,
Vice President
  Rendezvous Corporate Center, 2nd Floor, Rendezvous, Christ Church, Barbados BB15131   Chief Financial Officer, Brookfield International Bank Inc.   Barbados
             
Sherry V Millar,
Vice President
  Rendezvous Corporate Center, 2nd Floor, Rendezvous, Christ Church, Barbados BB15131   Financial Controller, Brookfield International Bank Inc.   Barbados
             
Kerry-Ann Cato,
Vice President
  Rendezvous Corporate Center, 2nd Floor, Rendezvous, Christ Church, Barbados BB15131   Corporate Secretary and Legal Counsel, Brookfield International Bank Inc.   Trinidad and Tobago
             
Jane Sheere,
Secretary
  73 Front Street, 5th Floor, Hamilton HM 12, Bermuda   Manager – Corporate Services of Brookfield Bermuda Ltd   United Kingdom
             
Anna Knapman-Scott,
Assistant Secretary  
  73 Front Street, 5th Floor, Hamilton HM 12, Bermuda   Operations Manager and Legal Counsel of Brookfield Bermuda Ltd   United Kingdom