Brookfield Asset Management Inc. (“Brookfield”) (NYSE: BAM; TSX:
BAM.A) with institutional partners announced today that it has made
a proposal to Brookfield Property Partners L.P. (“BPY”) (NASDAQ:
BPY; TSX: BPY.UN) to acquire all of the limited partnership units
of BPY that it does not already own (“BPY units”) at a value of
$16.50 per BPY unit, or $5.9 billion in total value.
Subject to pro-ration, BPY unitholders would
have the ability to elect to receive, per BPY unit, $16.50 in cash,
0.40 Brookfield Class A shares, or 0.66 of BPY preferred units with
a liquidation preference of $25.00 per unit. Pro-ration will
be based on a maximum cash consideration of $2.95 billion (50% of
the total value of the units), a maximum of 59.5 million Brookfield
shares (42% of the total value of the units), and a maximum value
of $500 million of BPY preferred units (8% of the total value of
the units). If unitholders collectively elect to receive in excess
of $500 million BPY preferred units, the amount of BPY preferred
units can increase to a maximum of $1.0 billion, offset against the
maximum amount of Brookfield shares. The maximum amount of cash
consideration would not be affected.
The $16.50 per unit price represents a premium
of 14.9% and 14.0%, respectively, to the closing price of the BPY
units on the TSX and Nasdaq on December 31, 2020. This price also
represents a premium of 8.9% and 29.4%, respectively, to the 30-day
and 180-day volume-weighted average price of the BPY units on the
Nasdaq.
Nick Goodman, CFO of Brookfield Asset Management
stated, “The offer presents an excellent opportunity for BPY
unitholders to either monetize their units in cash at a premium to
recent trading prices, continue to invest with us in the upside of
the portfolio via Brookfield shares, or select BPY preferred units
designed for income-oriented investors who would like to maintain
similar dividend income which they receive from BPY today in a
preferred instrument, based on what is best for them.”
He continued, “The privatization will allow us
to have greater flexibility in operating the portfolio and
realizing the intrinsic value of BPY’s high-quality
assets.”
Brookfield will ensure that holders of the Class
A stock of Brookfield Property REIT Inc. (NASDAQ: BPYU) will be
entitled to receive the same per share consideration as BPY
unitholders under the proposal upon exchange of their shares into
BPY units. It is also expected that the BPYU 6.375% Series A
Cumulative Redeemable Preferred stock would be redeemed at its par
value of $25.00 per share in connection with the proposed
transaction. Brookfield is not proposing to acquire other
securities of BPY and its subsidiaries, which are expected to
remain outstanding.
Process
Brookfield has presented its proposal to the
board of directors of the general partner of BPY and has asked the
board to begin a process to review the proposal and appoint a
special committee of independent directors to commission an
independent valuation of the BPY units. Once the valuation is
available, Brookfield would seek to enter into a definitive
agreement with BPY with respect to the proposed transaction for
presentation to unitholders.
This press release is neither an offer to
purchase nor a solicitation of an offer to sell securities.
There is no certainty that the proposed transaction will proceed or
be consummated.
About Brookfield Asset Management
Brookfield Asset Management is a leading global
alternative asset manager with approximately US$575 billion of
assets under management across real estate, infrastructure,
renewable power, private equity and credit. Brookfield owns and
operates long-life assets and businesses, many of which form the
backbone of the global economy. Utilizing its global reach, access
to large-scale capital and operational expertise, Brookfield offers
a range of alternative investment products to investors around the
world—including public and private pension plans, endowments and
foundations, sovereign wealth funds, financial institutions,
insurance companies and private wealth investors.
Brookfield Asset Management is listed on the New
York and Toronto stock exchanges under the symbols BAM and BAM.A,
respectively.
For more information, please contact:
Communications & Media |
Investor Relations |
|
|
Kerrie McHugh |
Linda Northwood |
Tel: +1212 618-3469 |
Tel: +1 416 359-8647 |
Email: kerrie.mchugh@brookfield.com |
Email: linda.northwood@brookfield.com |
Forward-Looking Statements
Note: This news release contains
“forward-looking information” and “forward-looking statements”
within the meaning of applicable Canadian and U.S. securities laws.
The word “will” and derivations thereof and other expressions that
are predictions of or indicate future events, trends or prospects
and which do not relate to historical matters identify
forward-looking statements.
Forward-looking statements in this news release
include statements with respect to the proposal described in this
new release, the expected benefits thereof, and the prospect of its
completion. Although Brookfield believes that such forward-looking
statements and information are based upon reasonable assumptions
and expectations, the reader should not place undue reliance on
forward-looking statements and information as such statements and
information involve known and unknown risks, uncertainties and
other factors which may cause the actual results, performance or
achievements of Brookfield to differ materially from anticipated
future results, performance or achievement expressed or implied by
such forward-looking statements and information.
Factors that could cause actual results to
differ materially from those contemplated or implied by
forward-looking statements include: economic and financial
conditions in the countries in which we do business or may do
business; the behavior of financial markets, including fluctuations
in interest and exchange rates; availability of equity and debt
financing; and other risks and factors as detailed from time to
time in Brookfield’s Annual Report on Form 40-F filed with the
Securities and Exchange Commission as well as other documents filed
by Brookfield with the securities regulators in Canada and the
United States.
We caution that the foregoing list of important
factors that may affect future results is not exhaustive. When
relying on our forward-looking statements to make decisions with
respect to Brookfield, investors and others should carefully
consider the foregoing factors and other uncertainties and
potential events. Except as required by law, Brookfield undertakes
no obligation to publicly update or revise any forward-looking
statements or information, whether written or oral, that may be as
a result of new information, future events or otherwise.
Additional Information and Where to Find
It
Should the proposed transaction go forward,
Brookfield intends to file a Transaction Statement on
Schedule 13E-3 and other related documents (the “Transaction
Documents”) with the Securities and Exchange Commission (“SEC”) in
connection with the transaction. The Transaction Documents also
will be filed with the Canadian securities regulatory authorities.
Security holders and investors will be able to obtain free copies
of the Transaction Documents (when they become available), as well
as other filings containing information about Brookfield, BPY and
the transaction described herein, without charge, at the SEC’s web
site at www.sec.gov, at the Canadian securities regulatory
authorities’ website at www.sedar.com. SECURITY HOLDERS AND
INVESTORS ARE URGED TO READ ANY SUCH DOCUMENTS CAREFULLY IN THEIR
ENTIRETY BEFORE MAKING ANY INVESTMENT DECISION WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
No securities regulatory authority has either
approved or disapproved of the contents of this
communication. This communication shall not constitute an
offer to sell or the solicitation of an offer to sell or the
solicitation of an offer to buy any securities. The
securities to be issued in the transaction are anticipated to be
issued in reliance upon exemptions from the registration
requirements of the U.S. Securities Act of 1933, as amended,
pursuant to Section 3(a)(10) thereof, and applicable exemptions
under state securities laws.
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