Press Release April 01, 2021

Brookfield Asset Management Agrees to Acquire 100% of Limited Partnership Units of Brookfield Property Partners

The Real Estate Industry team advised longtime client Brookfield in an agreement between Brookfield Asset Management (“BAM”) (NYSE: BAM; TSX: BAM.A) and Brookfield Property Partners (“BPY”) (NASDAQ: BPY; TSX: BPY.UN) whereby BAM will acquire all of the limited partnership units of BPY (“BPY units”) at a value of $18.17 per BPY unit, to be completed by way of an Ontario court-approved plan of arrangement. Under the plan of arrangement, holders can elect for each BPY unit $18.17 in cash, 0.3979 of a BAM Class A Share or 0.7268 of a BPY preferred unit, subject to proration, for an aggregate consideration mix of approximately 50% cash, 42% BAM Class A Shares and 8% BPY preferred units.  The total consideration represents $6.5 billion payable to the unitholders of BPY other than BAM and its affiliates.

The independent members of the BPY Board of Directors unanimously approved the transaction and recommended that unitholders of BPY do the same. After consultation with independent financial and legal advisors, and upon the unanimous recommendation of a special committee of independent directors, the Directors concluded that the offer is fair to BPY’s public unitholders and that the transactions contemplated in the arrangement are in the best interests of BPY. The arrangement and related transactions are subject to approval by a majority of BPY’s public unitholders, in addition to other customary closing conditions, including the approval of the Ontario Superior Court of Justice.  Assuming these conditions are met, the arrangement is expected to close in the third quarter of 2021.

In accordance with the terms of the charter of Brookfield Property REIT Inc. (“BPYU”) (NASDAQ: BPYU), the holders of the Class A stock of BPYU will receive the same per share consideration as will be received by holders of BPY units who have not made an election. The transaction is not subject to a vote of holders of shares of BPYU Class A stock.

Over the past few years, Goodwin has represented Brookfield in several notable transactions including the establishment of BPYU in connection with the $15.3 billion acquisition of GGP Inc. by Brookfield in 2018.

The Goodwin team on this transaction was led by Mark Opper, David Roberts and Chris Versfelt and included Daniel Adams, Alexandra Denniston, Ed Glazer, Caitlin Tompkins and Jessica Park.

For additional details, please read BAM’s and BPY’s joint press release.