BPYU Brookfield Property REIT Inc.

Risks

• Class A Stock may not trade at the same price as the BPY units.
• Holders of Class A Stock may not receive the same distributions as holders of BPY units, and, accordingly, may not receive the intended economic equivalence of the securities.
• If a sufficient amount of Class A Stock is exchanged for BPY units, then Class A Stock may be de-listed.
• The market price of Class A Stock and BPY units may be volatile, and holders of Class A Stock could lose a significant portion of their investment due to drops in the market price of Class A Stock.
• Investors in Class A Stock will be affected by BPY’s performance, including the performance of assets of BPY that are not assets of BPR. There can be no assurance that BPY will be able to continue paying distributions equal to the level currently paid by BPY, or that BPR will be able to pay all of the distributions intended to be payable on the Class A Stock.
• An active trading market for Class A Stock may not be sustained.
• General market conditions and unpredictable factors could adversely affect market prices of the BPR series A preferred stock.
• Our revenues and available cash are subject to conditions affecting the retail sector.
• We may be unable to lease space in our properties on favorable terms or at all.
• The bankruptcy or store closures of national tenants, which are tenants with chains of stores in many of our properties, may adversely affect our revenues.
• It may be difficult to sell real estate quickly, and transfer restrictions apply to some of our properties.
• Our business is dependent on perceptions by retailers and shoppers of the convenience and attractiveness of our retail properties, and our inability to maintain a positive perception may adversely affect our revenues.
• We develop, expand and acquire properties and these activities are subject to risks due to economic factors.
• We are in a competitive business.
• Some of our properties are subject to potential natural or other disasters.
• Possible terrorist activity or other acts or threats of violence and threats to public safety could adversely affect our financial condition and results of operations.
• Information technology failures and data security breaches could harm our business.
• We may incur costs to comply with environmental laws.
• Some potential losses are not insured.
• BPR is subject to litigation related to the BPY Transaction.
• Inflation or deflation may adversely affect our financial condition and results of operations.
• Our real estate assets may be subject to impairment charges.
• We are controlled by BPY and its interests may conflict with our interests or the interests of holders of Class A Stock.
• We are a "controlled company" within the meaning of the rules of the Nasdaq Stock Market ("Nasdaq") and, as a result, qualify for, and rely on, exemptions from certain corporate governance requirements. Holders of our Class A Stock do not have the same protections afforded to stockholders of companies that are subject to such requirements.
• Our fourth amended and restated certificate of incorporation provides that the Court of Chancery of the State of Delaware will be the sole and exclusive forum for certain disputes between BPR’s stockholders and BPR and its current or former directors, officers and other stockholders, which could limit BPR’s stockholders’ ability to obtain a favorable judicial forum for disputes with BPR or its current or former directors, officers or other stockholders.
• We are a holding company with no operations of our own and depend on our subsidiaries for cash.
• We share control of some of our properties with other investors and may have conflicts of interest with those investors.
• Bankruptcy of our joint venture partners could impose delays and costs on us with respect to the jointly owned retail properties.
• We are impacted by tax-related obligations to some of our partners.
• We provide financial support for a number of joint venture partners.
• We and/or a subsidiary that has elected to be treated as a REIT may not be able to maintain status as a REIT.
• Legislative or regulatory action could adversely affect stockholders and our Company.
• Our indebtedness could adversely affect our financial health and operating flexibility.
• Our debt contains restrictions and covenants which may limit our ability to enter into or obtain funding for certain transactions or operate our business.
• We may not be able to refinance, extend or repay our consolidated debt or our portion of indebtedness of our Unconsolidated Real Estate Affiliates.
• We may not be able to raise capital through financing activities.