Exchange Bulletin

Brookfield Property Preferred L.P. (BPYP.PR.A) To Trade On Toronto Stock Exchange

July 23, 2021
Issuer: Brookfield Property Preferred L.P. ("New LP")
Security: Class A Cumulative Redeemable Preferred Units, Series 1 ("New LP Preferred Units")
Symbol: BPYP.PR.A
Number of securities issued and outstanding: Up to 40,000,000
Number of securities reserved for issuance: None
Listing category: Industrial, Exempt Issuer
Trading currency: CDN$
Anticipatory listing and posted for trading date: Further to TSX Bulletin 2021-0655 dated June 24, 2021, at a special meeting of holders (the "BPY Unitholders") of Limited Partnership Units (the "BPY Units") of Brookfield Property Partners L.P. ("BPY") (Symbol: BPY.UN) held on July 16, 2021, the BPY Unitholders approved the proposed acquisition by Brookfield Asset Management Inc. (Symbol: BAM.A) ("BAM") of all of the outstanding BPY Units by way of plan of arrangement (the "Arrangement").

It is currently anticipated that the closing of the Arrangement will occur on July 26, 2021, although no assurance can be given that it will close as scheduled.

If the Arrangement closes as scheduled, it is anticipated that the New LP Preferred Units of New LP will commence trading on the Toronto Stock Exchange (the "TSX") at the opening on July 27, 2021.

TSX will issue a Trader Note as soon as practicable after the Arrangement closes announcing details of the listing of the New LP Preferred Units on the TSX.
Other market(s): Nasdaq Stock Market
Temporary market maker: Questrade Inc.
Security ownership registration: Non-certificated inventory system administered by CDS.
Investor relations: Matt Cherry
Senior Vice President, Investor Relations


Kerrie McHugh
Senior Vice President, Communications and Branding
Incorporation: New LP is a Bermuda exempted limited partnership that was established on April 13, 2021 under the provisions of the Bermuda Limited Partnership Act 1883 and the Bermuda Exempted Partnerships Act 1992.
Fiscal year end: December 31
Sponsorship: Not applicable.
Transfer agent and registrar: AST Trust Company (Canada) at its principal offices in Toronto.
Nature of business: New LP, a subsidiary of BPY, was formed for the purpose of issuing the New LP Preferred Units to BPY Unitholders pursuant to the Arrangement. New LP does not currently conduct any business or own any significant assets.
Transaction: BAM will acquire all of the outstanding BPY Units pursuant to the Arrangement.
Pursuant to the Arrangement, holders of BPY Units were entitled to elect to receive, in respect of each BPY Unit, either: (i) 0.4006 of a BAM Class A Limited Voting Share ("BAM Class A Share") (the "BAM Share Consideration"); (ii) US$18.17 in cash (the "Cash Consideration"); or (iii) 0.7268 of a New LP Preferred Unit (the "New LP Preferred Unit Consideration" and together with the BAM Share Consideration and the Cash Consideration, hereinafter referred to as the "Types of Consideration"), subject to proration.
BPY Unitholders who failed to make a proper election by the Election Deadline were deemed to have elected to receive 50.4678% of the Cash Consideration, 41.8104% of the BAM Share Consideration and 7.7218% of the New LP Preferred Unit Consideration (together, the "Default Consideration"). Details of the Arrangement are contained in TSX Bulletin 2021-0655 dated June 24, 2021.
Disclosure documents: Management Information Circular of BPY dated June 8, 2021 (the "BPY Circular") and BPY's press release dated July 20, 2021 which are available at Capitalized terms not otherwise defined are as defined in the BPY Circular.
Additional information: See TSX Bulletin 2021-0655 dated June 24, 2021. See elsewhere in today's TSX Bulletins for details regarding the anticipatory delisting of the BPY Units.

Principal Terms of the New LP Preferred Units:

General: Each New LP Preferred Unit has a fixed liquidation preference of US$25.00 per New LP Preferred Unit. The New LP Preferred Units will not be convertible into any securities and will not have exchange rights.
Liquidation rights: In the event of the liquidation, dissolution or winding up of New LP, New LP Preferred Unitholders will be entitled to receive US$25.00 per New LP Preferred Unit, together with all accrued (whether or not declared) and unpaid distributions up to but excluding the date of payment or distribution (less any tax required to be deducted and withheld by New LP), before any amount is paid or any assets of New LP are distributed to the holders of New LP Junior Securities.
Distributions: Distributions on New LP Preferred Units will be cumulative from the date of original issue and will be payable quarterly in arrears commencing on July 26, 2021, when, as, and if declared by the New LP General Partner. A pro-rated initial distribution on the New LP Preferred Units will be paid on September 30, 2021 in an amount equal to approximately US$0.2734 per New LP Preferred Unit. The distribution rate for the New LP Preferred Units will be 6.25% per annum of the US$25.00 liquidation preference per unit (equal to US$1.5625 per unit per annum).
Redemption: The New LP Preferred Units will be subject to redemption, in whole or in part, at New LP's option (i) following a Change of Control Triggering Event, a Delisting Transaction Triggering Event, and/or a Change in Tax Law (ii) commencing on or after July 26, 2026 or, (iii) prior to July 26, 2026 upon occurrence of a Ratings Event.
Voting rights: Except in limited circumstances as set forth in the BPY Circular, or as otherwise required by Bermuda law, the New LP Preferred Units will have no voting rights.
Guarantee: The New LP Preferred Units will be guaranteed by BPY, the New LP General Partner, Brookfield BPY Holdings Inc., Brookfield BPY Retail Holdings II Inc., BPY Bermuda Holdings Limited, BPY Bermuda Holdings II Limited, BPY Bermuda Holdings IV Limited, BPY Bermuda Holdings V Limited, and BPY Bermuda Holdings VI Limited.
TSX contact: Chris Birkett,
Managing Director,
Toronto Stock Exchange.