EXPLANATORY NOTE
(Not Part of the Prospectus)
On August 28, 2018, pursuant to that certain Agreement and Plan of Merger, dated as of March 26, 2018 (as amended by the Amendment
to Agreement and Plan of Merger, dated June 25, 2018, the Merger Agreement), among Brookfield Property Partners L.P., a Bermuda exempted limited partnership (BPY), Goldfinch Merger Sub Corp., a Delaware corporation and
an indirect, wholly owned subsidiary of BPY (Acquisition Sub), and GGP Inc. (GGP or Predecessor), Acquisition Sub merged with and into GGP (the Merger), with GGP surviving the Merger as an indirect
subsidiary of BPY and renamed Brookfield Property REIT Inc. (the Company). At the effective time of the Merger, each issued and outstanding share of the Predecessor, par value $0.01 per share (Predecessor Common Stock)(other
than (a) shares of Predecessor Common Stock owned by BPY, Acquisition Sub or the Predecessor, in each case immediately prior to the effective time of the Merger, which were cancelled and extinguished without any conversion thereof or
consideration paid therefor, (b) shares of Predecessor Common Stock that were owned immediately prior to the effective time of the Merger by stockholders who had perfected and not withdrawn a demand for appraisal rights with respect to such
shares, and (c) shares of Predecessor restricted stock (Predecessor Restricted Stock), which were cancelled or converted as described in the Merger Agreement), was cancelled and extinguished and automatically converted into the
right to receive cash from BPY in an amount, without interest, equal to $0.312 per share.
The issuance of the Class A Stock and
6.375% series A cumulative redeemable preferred stock of the Company (Series A Preferred Stock) was registered under the Securities Act, pursuant to GGPs Registration Statement on Form
S-4
(File
No. 333-224593),
as amended, initially filed with the Securities and Exchange Commission (the Commission) on May 2, 2018 and
declared effective by the Commission on June 26, 2018. The Class A Stock and Series A Preferred Stock were listed for trading on the Nasdaq Global Select Market effective August 28, 2018.
The Predecessor maintained the General Growth Properties, Inc. 2010 Equity Incentive Plan (Predecessor Plan) under which the
Predecessor granted equity awards, including awards of certain partnership interests in GGP Operating Partnership, L.P., an operating partnership of the Predecessor (FV LTIP Units), which could be redeemed for Predecessor Common Stock
and Predecessor Restricted Stock. In connection with the Merger, the Predecessor Plan was amended and restated, and approved by the Companys Board of Directors on August 28, 2018, as the Amended and Restated Brookfield Property REIT Inc.
2010 Equity Incentive Plan (the Plan). The Company may grant equity awards under the Plan, including FV LTIP Units which can be redeemed for Class A Stock of the Company and shares of restricted Class A Stock of the Company.
This Registration Statement on Form
S-8
is filed by the Company for the purpose of registering 7,243,249 shares of Class A Stock that may be offered and sold pursuant to the Plan.