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Brookfield Property Partners L.P. (NASDAQ:BPY, TSX:BPY) announced today the mailing of a management information circular (the "Circular") and related meeting and proxy materials to unitholders in connection with the upcoming special meeting of unitholders. The meeting is called to consider Brookfield Asset Management Inc.'s ("BAM") acquisition of all of the limited partnership units of BPY (the "transaction"). In accordance with the terms of the interim order of the Ontario Superior Court of Justice (Commercial List) obtained on June 7, 2021, the special meeting will be held virtually on July 16, 2021 at 11:00 a.m. (Toronto time) via live audio webcast. BPY unitholders can access the meeting by visiting www.virtualshareholdermeeting.com/BPY2021. Only BPY unitholders of record as of the close of business on June 8, 2021, the record date set for the meeting, will be entitled to vote their units at the meeting. Details on how to vote and how to participate at the meeting via the live webcast are contained in the Circular.
As previously announced, in connection with the transaction and subject to pro-ration, BPY unitholders had the ability to elect to receive, per BPY unit, $18.17 in cash, 0.3979 of a BAM class A limited voting share ("BAM shares"), or 0.7268 of a BPY preferred unit with a liquidation preference of $25.00 per unit.
On June 8, 2021, BAM announced that it has set June 18, 2021 as the record date for the previously announced special dividend of class A exchangeable limited voting shares of Brookfield Asset Management Reinsurance Partners Ltd. ("Brookfield Reinsurance"). On June 28, 2021, the holders of BAM shares of record as of June 18, 2021 will be entitled to receive one class A exchangeable limited voting share of Brookfield Reinsurance for every 145 BAM shares held.
Consequently, in accordance with the arrangement agreement signed in connection with the transaction and subject to pro-ration, BPY unitholders will now have the ability to elect to receive, per BPY unit, $18.17 in cash, 0.4006 of a BAM share, or 0.7268 of a BPY preferred unit with a liquidation preference of $25.00 per unit.
The distribution rate for the new BPY preferred units to be issued in the transaction will be 6.25% per annum, or $0.390625 per quarter. Distributions on the BPY preferred units are cumulative from the date of original issue – which will be the closing date of the transaction – and will be payable quarterly in arrears on the last day of March, June, September and December when, and if declared by the board of directors of the general partner of BPY. The new BPY preferred units will carry a 60-year maturity term from the date of original issue.
The election deadline by which registered unitholders are entitled to elect to receive their preferred form of consideration will be 5:00 p.m. (Toronto time) on July 20, 2021. Non-registered unitholders should communicate with their brokers or other intermediaries as they may have earlier deadlines.
