Press Release March 28, 2018

Brookfield Agrees to Acquire Remainder of GGP for $15.3 Billion

The Real Estate Industry team advised Brookfield Property Partners L.P. (BPY) in their definitive agreement with the Special Committee of the Board of Directors of GGP Inc. (GGP) to acquire the remaining 66% of GGP not owned by BPY and its affiliates, which previously owned approximately 34% of GGP. In the transaction, GGP shareholders are entitled to elect to receive, for each GGP common share, $23.50 in cash or either one BPY unit or one share of a new BPY U.S. REIT (BPR) security, subject to proration. The aggregate consideration in the transaction consists of $9.25 billion in cash and approximately 254 million of BPY units / BPR shares. The BPR shares are an innovative new security structured with the assistance of Goodwin that allows GGP shareholders to participate in the long-term upside of BPY through a U.S. REIT. The terms of the BPR shares were developed with the intention of providing holders with the economic equivalent of a BPY unit, including identical distributions and a right to exchange a BPR share for the cash equivalent of one BPY unit or, at the election of BPY, one BPY unit. 

With an ownership interest in approximately $90 billion in total assets and annual net operating income of more than $4 billion, the combined company will be one of the world’s largest commercial real estate enterprises. The transaction is subject to customary closing conditions and is expected to close early in the third quarter of 2018.

Brookfield Property Partners, a flagship listed real estate company of Brookfield Asset Management, is one of the world’s largest commercial real estate companies, with approximately $68 billion in total assets.

The Goodwin team was led by partners Mark Kirshenbaum, Gil Menna and Mark Opper and included partners Daniel Adams, David Roberts and Jason Vollbracht and associates Adam Romig, Chris Versfelt, Caitlin Tompkins and Ross Peterson.

For additional details on the acquisition, please read the press release.