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Brookfield Property Partners (BPYPP)

Filed: 21 Nov 18, 4:55pm

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

 

SCHEDULE 13D/A

 

 

Under the Securities Exchange Act of 1934
(Amendment No. 9)

 

Brookfield Property Partners L.P.

(Name of Issuer)

 

Limited Partnership Units

(Title of Class of Securities)

 

G16249107

(CUSIP Number)

 

Justin B. Beber

Brookfield Asset Management Inc.

Brookfield Place, Suite 300

181 Bay Street, P.O. Box 762

Toronto, Ontario M5J 2T3

Tel: (416) 956-5182

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

November 19, 2018

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

(Continued on following pages)

 


 

CUSIP No. G16249107

SCHEDULE 13D

 

 

 

1

Names of Reporting Persons
BROOKFIELD ASSET MANAGEMENT INC.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
ONTARIO

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
516,976,570*

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
516,976,570*

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
516,976,570*

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

13

Percent of Class Represented by Amount in Row (11)
61.5%**

 

 

14

Type of Reporting Person
CO

 


*                 This amount includes 432,649,105 redemption-exchange units of Brookfield Property L.P. and 3,036,315 shares of Class A Stock of Brookfield Property REIT Inc. See Item 5.

**          Based on a total of 407,432,729 limited partnership units of the Issuer issued and outstanding as of October 31, 2018.

 

2


 

CUSIP No. G16249107

SCHEDULE 13D

 

 

 

1

Names of Reporting Persons
PARTNERS LIMITED

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
AF

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
CANADA

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
520,590,016*

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
520,590,016*

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
520,590,016*

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

13

Percent of Class Represented by Amount in Row (11)
62.0%**

 

 

14

Type of Reporting Person
CO

 


*                 This amount includes 432,649,105 redemption-exchange units of Brookfield Property L.P. and 3,036,315 shares of Class A Stock of Brookfield Property REIT Inc. See Item 5.

**          Based on a total of 407,432,729 limited partnership units of the Issuer issued and outstanding as of October 31, 2018.

 

3


 

CUSIP No. G16249107

SCHEDULE 13D

 

 

 

1

Names of Reporting Persons
PARTNERS VALUE INVESTMENTS LP

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
N/A

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
ONTARIO

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
3,613,446

 

8

Shared Voting Power
0

 

9

Sole Dispositive Power
3,613,446

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
3,613,446

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

13

Percent of Class Represented by Amount in Row (11)
0.9%**

 

 

14

Type of Reporting Person
PN

 


**   Based on a total of 407,432,729 limited partnership units of the Issuer issued and outstanding as of October 31, 2018.

 

4


 

SCHEDULE 13D

 

CUSIP No. G16249107

 

 

1

Names of Reporting Persons
BROOKFIELD US CORPORATION

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
N/A

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
DELAWARE

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
26,100,760*

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
26,100,760*

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
26,100,760*

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

13

Percent of Class Represented by Amount in Row (11)
6.0%**

 

 

14

Type of Reporting Person
CO

 


*                 Represents redemption-exchange units of Brookfield Property L.P.

**          Based on a total of 407,432,729 limited partnership units of the Issuer issued and outstanding as of October 31, 2018.

 

5


 

SCHEDULE 13D

 

CUSIP No. G16249107

 

 

1

Names of Reporting Persons
BPY I L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
N/A

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
ONTARIO

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
53,702,050*

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
53,702,050*

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
53,702,050*

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

13

Percent of Class Represented by Amount in Row (11)
11.6%**

 

 

14

Type of Reporting Person
PN

 


*                 Represents redemption-exchange units of Brookfield Property L.P.

**          Based on a total of 407,432,729 limited partnership units of the Issuer issued and outstanding as of October 31, 2018.

 

6


 

SCHEDULE 13D

 

CUSIP No. G16249107

 

 

1

Names of Reporting Persons
BPG HOLDINGS GROUP (US) HOLDINGS INC.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
AF

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
ONTARIO

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
7,331,926*

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
7,331,926*

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
7,331,926*

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

13

Percent of Class Represented by Amount in Row (11)
1.8%**

 

 

14

Type of Reporting Person
CO

 


*                 This amount includes 1,906,781 redemption-exchange units of Brookfield Property L.P.

**          Based on a total of 407,432,729 limited partnership units of the Issuer issued and outstanding as of October 31, 2018.

 

7


 

SCHEDULE 13D

 

CUSIP No. G16249107

 

 

1

Names of Reporting Persons
BROOKFIELD PROPERTY GROUP HOLDINGS SARL

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
N/A

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
LUXEMBOURG

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
69,250,545*

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
69,250,545*

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
69,250,545*

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

13

Percent of Class Represented by Amount in Row (11)
16.0%**

 

 

14

Type of Reporting Person
OO

 


*                 This amount includes 25,032,269 redemption-exchange units of Brookfield Property L.P.

**          Based on a total of 407,432,729 limited partnership units of the Issuer issued and outstanding as of October 31, 2018.

 

8


 

SCHEDULE 13D

 

CUSIP No. G16249107

 

 

1

Names of Reporting Persons
BPG HOLDINGS I L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
N/A

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
ONTARIO

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
60,000,000*

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
60,000,000*

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
60,000,000*

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

13

Percent of Class Represented by Amount in Row (11)
12.8%**

 

 

14

Type of Reporting Person
PN

 


*                 Represents redemption-exchange units of Brookfield Property L.P.

**          Based on a total of 407,432,729 limited partnership units of the Issuer issued and outstanding as of October 31, 2018.

 

9


 

SCHEDULE 13D

 

CUSIP No. G16249107

 

 

1

Names of Reporting Persons
BPG HOLDINGS II L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
N/A

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
ONTARIO

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
15,781,724*

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
15,781,724*

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
15,781,724*

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

13

Percent of Class Represented by Amount in Row (11)
3.7%**

 

 

14

Type of Reporting Person
PN

 


*                 Represents redemption-exchange units of Brookfield Property L.P.

**          Based on a total of 407,432,729 limited partnership units of the Issuer issued and outstanding as of October 31, 2018.

 

10


 

SCHEDULE 13D

 

CUSIP No. G16249107

 

 

1

Names of Reporting Persons
BPG HOLDINGS III L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
N/A

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
ONTARIO

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
51,419,088*

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
51,419,088*

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
51,419,088*

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

13

Percent of Class Represented by Amount in Row (11)
11.2%**

 

 

14

Type of Reporting Person
PN

 


*                 Represents redemption-exchange units of Brookfield Property L.P.

**          Based on a total of 407,432,729 limited partnership units of the Issuer issued and outstanding as of October 31, 2018.

 

11


 

SCHEDULE 13D

 

CUSIP No. G16249107

 

 

1

Names of Reporting Persons
BPG HOLDINGS IV L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
N/A

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
ONTARIO

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
60,319,088*

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
60,319,088*

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
60,319,088*

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

13

Percent of Class Represented by Amount in Row (11)
12.9%**

 

 

14

Type of Reporting Person
PN

 


*                 Represents redemption-exchange units of Brookfield Property L.P.

**          Based on a total of 407,432,729 limited partnership units of the Issuer issued and outstanding as of October 31, 2018.

 

12


 

SCHEDULE 13D

 

CUSIP No. G16249107

 

 

1

Names of Reporting Persons
BPG HOLDINGS ALBERTA L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
N/A

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
ONTARIO

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
50,000,000*

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
50,000,000*

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
50,000,000*

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

13

Percent of Class Represented by Amount in Row (11)
10.9%**

 

 

14

Type of Reporting Person
PN

 


*                 Represents redemption-exchange units of Brookfield Property L.P.

**          Based on a total of 407,432,729 limited partnership units of the Issuer issued and outstanding as of October 31, 2018.

 

13


 

SCHEDULE 13D

 

CUSIP No. G16249107

 

 

1

Names of Reporting Persons
BPG INVESTMENT HOLDINGS L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
N/A

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
ONTARIO

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
8,387,345*

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
8,387,345*

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
8,387,345*

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

13

Percent of Class Represented by Amount in Row (11)
2.0%**

 

 

14

Type of Reporting Person
PN

 


*                 Represents redemption-exchange units of Brookfield Property L.P.

**          Based on a total of 407,432,729 limited partnership units of the Issuer issued and outstanding as of October 31, 2018.

 

14


 

SCHEDULE 13D

 

CUSIP No. G16249107

 

 

1

Names of Reporting Persons
BPG FINANCE INVESTOR L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
N/A

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
ONTARIO

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
71,000,000*

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
71,000,000*

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
71,000,000*

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

13

Percent of Class Represented by Amount in Row (11)
14.8%**

 

 

14

Type of Reporting Person
PN

 


*                 Represents redemption-exchange units of Brookfield Property L.P.

**          Based on a total of 407,432,729 limited partnership units of the Issuer issued and outstanding as of October 31, 2018.

 

15


 

SCHEDULE 13D

 

CUSIP No. G16249107

 

 

1

Names of Reporting Persons
BPGUSH L.P. (ONTARIO)

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
N/A

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
ONTARIO

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
9,000,000*

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
9,000,000*

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
9,000,000*

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

13

Percent of Class Represented by Amount in Row (11)
2.2%**

 

 

14

Type of Reporting Person
PN

 


*                 Represents redemption-exchange units of Brookfield Property L.P.

**          Based on a total of 407,432,729 limited partnership units of the Issuer issued and outstanding as of October 31, 2018.

 

16


 

 

SCHEDULE 13D

 

CUSIP No. G16249107

 

 

1

Names of Reporting Persons
BPY (2013) CORP.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
N/A

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
ONTARIO

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
720,064

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
720,064

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
720,064

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

13

Percent of Class Represented by Amount in Row (11)
0.2%*

 

 

14

Type of Reporting Person
CO

 


*                 Based on a total of 407,432,729 limited partnership units of the Issuer issued and outstanding as of October 31, 2018.

 

17


 

SCHEDULE 13D

 

CUSIP No. G16249107

 

 

1

Names of Reporting Persons
BROOKFIELD GLOBAL PROPERTY ADVISOR LIMITED

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
N/A

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
ENGLAND

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
75,000

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
75,000

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
75,000

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

13

Percent of Class Represented by Amount in Row (11)
0.02%*

 

 

14

Type of Reporting Person
PN

 


*                 Based on a total of 407,432,729 limited partnership units of the Issuer issued and outstanding as of October 31, 2018.

 

18


 

SCHEDULE 13D

 

CUSIP No. G16249107

 

 

1

Names of Reporting Persons
BPGH Sub Inc.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
ONTARIO

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
30,852,665

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
30,852,665

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
30,852,665

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

13

Percent of Class Represented by Amount in Row (11)
7.6%*

 

 

14

Type of Reporting Person
CO

 


*                 Based on a total of 407,432,729 limited partnership units of the Issuer issued and outstanding as of October 31, 2018.

 

19


 

SCHEDULE 13D

 

CUSIP No. G16249107

 

 

1

Names of Reporting Persons
Brookfield Special Opportunities Inc.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
DELAWARE

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
3,036,315*

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
3,036,315*

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
3,036,315*

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

13

Percent of Class Represented by Amount in Row (11)
0.7%**

 

 

14

Type of Reporting Person
CO

 


*                 Represents Class A Stock of Brookfield Property REIT Inc.

**          Based on a total of 407,432,729 limited partnership units of the Issuer issued and outstanding as of October 31, 2018.

 

20


 

 

EXPLANATORY NOTE

 

This Amendment No. 9 to Schedule 13D (this “Amendment No. 9”) is being filed to report open market purchases by one of the Reporting Persons, BPGH Sub Inc. (“BPGH Sub”), of Limited Partnership Units (the “Units”) of Brookfield Property Partners LP (“BPY”) as set forth in Item 5(c).

 

Information reported in the original Schedule 13D, as amended, remains in effect except to the extent that it is amended or superseded by information contained in this Amendment No. 9. This Amendment No. 9 also reflects certain inter-company transactions among the Reporting Persons.

 

2.                       Identity and Background.

 

Item 2 of Schedule 13D is hereby amended and supplemented as follows:

 

Schedules I, II, III, IV, V, VI, VII, VIII, IX, X, XI and XII hereto set forth a list of all the directors and executive officers, and their respective principal occupations, addresses, and citizenships, of Brookfield Asset Management Inc. (“BAM”), Partners Limited (“Partners”), PVI Management Inc., Brookfield US Corporation (“BUSC”), BPY GP Inc., BPG Holdings Group (US) Holdings Inc. (“BPGHG(US)”), Brookfield Property Group Holdings S.a.r.l. (“SARL”), BPG Holdings Group (US) GP Inc., BPY (2013) Corp. (“BPY (2013)”), Brookfield Global Property Advisor Limited (“BG PAL”), BPGH Sub and Brookfield Special Opportunities Inc. (“BSOI”), respectively.

 

3.                       Source and Amendment of Funds or Other Consideration.

 

Item 3 of this Schedule 13D is hereby supplemented to include the information set forth in Item 4 below.

 

4.                       Purpose of the Transaction.

 

Item 4 of this Schedule 13D is hereby supplemented as follows:

 

In various open market purchases between October 10, 2018 and November 19, 2018, BPGH Sub acquired an aggregate of 4,013,722 Units for aggregate consideration of US$76,692,318.32. Details of these purchases is set forth in Item 5(c). The source of funds used by BPGH Sub to purchase these additional Units was working capital of BPGH Sub.

 

BPGH Sub may make additional open market purchases of Units in the near term consistent with the purchases reported in this Amendment No. 9. The quantities, prices and future dates of these additional open market purchases are not presently known and none of the Reporting Persons has made any firm commitments to make any such purchases as of the date hereof.

 

5.                       Interest in Securities of the Issuer.

 

Items 5(a)-(b) are hereby amended and restated in their entirety as follows:

 

(a)-(b) As of the date hereof, Partners Value Investments LP (“PVI LP”) may be deemed to be the beneficial owner of 3,613,446 Units and such Units represent 0.9% of the issued and outstanding Units. BAM may be deemed to be the beneficial owner of 81,291,150 Units and Partners may be deemed to be the beneficial owner of 84,904,596 Units (including the Units beneficially owned by BAM and PVI LP), and such Units constitute approximately 20.0% and 20.8%, respectively, of the issued and outstanding Units. The Units deemed to be beneficially owned by BAM include 44,218,276 Units beneficially owned by SARL, 5,425,145 Units beneficially owned by BPGHG(US), 720,064 Units beneficially owned by BPY (2013), 75,000 Units beneficially owned by BG PAL, and 30,852,665 Units beneficially owned by BPGH Sub.

 

BAM also holds, through BSOI, 3,036,315 shares of Brookfield Property REIT Inc. (“BPR”) Class A Stock. Holders of BPR Class A Stock have the right to exchange each share of BPR Class A Stock for one Unit, or the cash equivalent of one Unit, at the election of BPY.  The BPR Class A Stock owned by BSOI represent approximately 0.7% of the Units assuming that all of the shares of BPR Class A Stock held by BSOI were exchanged for Units in accordance with the terms of the BPR certificate of incorporation.

 

In addition, BAM holds, through BUSC, BPY I L.P., BPGHG(US), SARL, BPG Holdings I L.P., BPG Holdings II L.P., BPG Holdings III L.P., BPG Holdings IV L.P., BPG Holdings Alberta L.P., BPG Investment Holdings L.P., BPG Finance Investor L.P. and BPGUSH L.P. (Ontario), an aggregate of 432,649,105 redemption-exchange units of Brookfield Property L.P. (“Property LP”). Such redemption-exchange units held indirectly by BAM represent 100% of the redemption-exchange units of

 

21


 

Property LP and approximately 51.5% of the Units assuming that all of the redemption-exchange units of Property LP were exchanged for Units pursuant to the redemption-exchange mechanism.

 

Assuming that (i) all of the redemption-exchange units of Property LP were exchanged for Units pursuant to the redemption-exchange mechanism, and (ii) all of the shares of BPR Class A Stock held by BSOI were exchanged for Units in accordance with the terms of the BPR certificate of incorporation, as of the date hereof, BAM may be deemed to be the beneficial owner of 516,976,570 Units and Partners may be deemed to be the beneficial owner of 520,590,016 Units, and such Units would constitute approximately 61.5% and 62.0%, respectively, of the issued and outstanding Units.

 

PVI LP may be deemed to have the sole power to vote or direct the Units beneficially owned by it. The Units deemed to be beneficially owned by Partners include the Units deemed to be beneficially owned by BAM and PVI LP. Partners may be deemed to have shared power with BAM and PVI LP to vote or direct the vote of the Units beneficially owned by it or to dispose of such Units.

 

(c) Transactions in the class of securities reported on that were effected during the past sixty days or since the most recent filing of Schedule 13D, whichever is less, by the Reporting Persons are described below:

 

Transaction Date

 

Reporting Person

 

Units Acquired

 

Price Per Share (US)(1)

 

Description of Transaction(3)

October 10, 2018

 

BPGH Sub Inc.

 

809,790

 

$

20.2819

 

Open Market Purchase

November 5, 2018

 

BPGH Sub Inc.

 

78,562

 

$

18.7096

 

Open Market Purchase

November 6, 2018

 

BPGH Sub Inc.

 

159,182

 

$

18.7424

 

Open Market Purchase

November 7, 2018

 

BPGH Sub Inc.

 

149,360

 

$

18.9025

 

Open Market Purchase

November 8, 2018

 

BPGH Sub Inc.

 

244,301

 

$

19.1135

 

Open Market Purchase

November 9, 2018

 

BPGH Sub Inc.

 

260,000

 

$

19.2148

 

Open Market Purchase

November 12, 2018

 

BPGH Sub Inc.

 

202,802

 

$

19.2967

 

Open Market Purchase

November 13, 2018

 

BPGH Sub Inc.

 

250,000

 

$

19.2312

 

Open Market Purchase

November 14, 2018

 

BPGH Sub Inc.

 

260,000

 

$

18.8352

 

Open Market Purchase

 

 

 

 

 

 

 

 

 

 

November 15, 2018

 

BPGH Sub Inc.

 

1,000,000

 

$

18.6572

(2)

Open Market Purchase

November 15, 2018

 

BPGH Sub Inc.

 

107,886

 

$

18.6160

 

Open Market Purchase

November 16, 2018

 

BPGH Sub Inc.

 

260,000

 

$

18.4217

 

Open Market Purchase

November 19, 2018

 

BPGH Sub Inc.

 

231,839

 

$

18.3434

 

Open Market Purchase

 


(1) Excluding commissions.

(2) Based on the average daily rate of exchange as reported by the Bank of Canada on November 15, 2018 of C$1.00 = US$0.7575.

(3) All transactions were effected in the open market on either the Nasdaq Global Market or the Toronto Stock Exchange.

 

22


 

SIGNATURE

 

After reasonable inquiry and to the best of each undersigned’s knowledge and belief, the undersigned certifies as to itself that the information set forth in this statement is true, complete and correct.

 

Dated: November 21, 2018

 

 

BROOKFIELD ASSET MANAGEMENT INC.

 

 

 

By:

/s/ Justin B. Beber

 

 

Name:

Justin B. Beber

 

 

Title:

Chief Legal Officer and Corporate Secretary

 

 

 

 

PARTNERS LIMITED

 

 

 

 

By:

/s/ Brian Lawson

 

 

Name:

Brian Lawson

 

 

Title:

President

 

 

 

 

PARTNERS VALUE INVESTMENTS LP, by its general
partner, PVI MANAGEMENT INC.

 

 

 

 

By:

/s/ Adil Mawani

 

 

Name:

Adil Mawani

 

 

Title:

Director of Finance

 

 

 

 

BROOKFIELD US CORPORATION

 

 

 

 

By:

/s/ Josh Zinn

 

 

Name:

Josh Zinn

 

 

Title:

Vice President

 

 

 

 

BPY I L.P., by its general partner, BPY GP INC.

 

 

 

 

By:

/s/ Christopher Wong

 

 

Name:

Christopher Wong

 

 

Title:

Vice President

 

23


 

 

BPG HOLDINGS GROUP (US) HOLDINGS INC.

 

 

 

By:

/s/ Christopher Wong

 

 

Name:

Christopher Wong

 

 

Title:

Vice President

 

 

 

BROOKFIELD PROPERTY GROUP HOLDINGS S.A.R.L.

 

 

 

By:

/s/ Luc Leroi

 

 

Name:

Luc Leroi

 

 

Title:

Manager

 

 

 

By:

/s/ Damien Warde

 

 

Name:

Damien Warde

 

 

Title:

Manager

 

 

 

 

BPG HOLDINGS I L.P., by its general partner, BPG
HOLDINGS GROUP (US) GP INC.

 

 

 

By:

/s/ Christopher Wong

 

 

Name:

Christopher Wong

 

 

Title:

Vice President

 

 

 

 

BPG HOLDINGS II L.P., by its general partner, BPG
HOLDINGS GROUP (US) GP INC.

 

 

 

By:

/s/ Christopher Wong

 

 

Name:

Christopher Wong

 

 

Title:

Vice President

 

 

 

 

BPG HOLDINGS III L.P., by its general partner, BPG
HOLDINGS GROUP (US) GP INC.

 

 

 

By:

/s/ Christopher Wong

 

 

Name:

Christopher Wong

 

 

Title:

Vice President

 

 

 

 

BPG HOLDINGS IV L.P., by its general partner, BPG
HOLDINGS GROUP (US) GP INC.

 

 

 

By:

/s/ Christopher Wong

 

 

Name:

Christopher Wong

 

 

Title:

Vice President

 

24


 

 

BPG HOLDINGS ALBERTA L.P., by its general partner, BPG
HOLDINGS GROUP (US) GP INC.

 

 

 

By:

/s/ Christopher Wong

 

 

Name:

Christopher Wong

 

 

Title:

Vice President

 

 

 

BPG INVESTMENT HOLDINGS L.P., by its general partner,
BPG HOLDINGS GROUP (US) GP INC.

 

 

 

 

By:

/s/ Christopher Wong

 

 

Name:

Christopher Wong

 

 

Title:

Vice President

 

 

 

 

BPG FINANCE INVESTOR L.P., by its general partner, BPG
HOLDINGS GROUP (US) GP INC.

 

 

 

 

By:

/s/ Christopher Wong

 

 

Name:

Christopher Wong

 

 

Title:

Vice President

 

 

 

 

BPGUSH L.P. (ONTARIO), by its general partner, BPG
HOLDINGS GROUP (US) GP INC.

 

 

 

 

By:

/s/ Christopher Wong

 

 

Name:

Christopher Wong

 

 

Title:

Vice President

 

 

 

 

BPY (2013) CORP.

 

 

 

 

By:

/s/ Christopher Wong

 

 

Name:

Christopher Wong

 

 

Title:

Vice President

 

 

 

 

BROOKFIELD GLOBAL PROPERTY ADVISOR LIMITED

 

 

 

 

By:

/s/ Philippa Elder

 

 

Name:

Philippa Elder

 

 

Title:

Director and Secretary

 

 

BPGH SUB INC.

 

 

 

 

By:

/s/ Christopher Wong

 

 

Name:

Christopher Wong

 

 

Title:

Vice President

 

 

BROOKFIELD SPECIAL OPPORTUNITIES INC.

 

 

 

 

By:

/s/ Josh Zinn

 

 

Name:

Josh Zinn

 

 

Title:

Vice President

 

25


 

SCHEDULE I

 

BROOKFIELD ASSET MANAGEMENT INC.

 

Name and Position of
Officer or Director

 

Principal Business
Address

 

Principal Occupation or
Employment

 

Citizenship

M. Elyse Allan, Director

 

GE Canada
2300 Meadowvale Road, Mississauga, Ontario, L5N 5P9, Canada

 

President and Chief Executive Officer of GE Canada

 

U.S.A. and Canada

Jeffrey M. Blidner, Vice Chairman and Director

 

181 Bay Street, Suite 300
Toronto, ON M5J 2T3

 

Vice Chairman of BAM

 

Canada

Angela F. Braly, Director

 

The Braly Group LLC
832 Alverna Drive, Indianapolis, Indiana 46260
U.S.A.

 

President & Founder, The Braly Group, LLC

 

U.S.A.

Jack L. Cockwell, Director

 

c/o 51 Yonge Street, Suite 400, Toronto, Ontario
M5E 1J1, Canada

 

Corporate Director

 

Canada

Marcel R. Coutu, Director

 

c/o Suite 1700, 335 — 8th Ave. S.W., Calgary, Alberta
T2P 1C9 Canada

 

Corporate Director

 

Canada

Maureen Kempston Drakes, Director

 

10 Avoca Avenue, Unit 1904, Toronto, Ontario M4T 2B7, Canada

 

Corporate Director of BAM and former President, Latin America, Africa and Middle East of General Motors Corporation

 

Canada

Murilo Ferreira, Director

 

Rua General Venãncio Flores, 50 Cob 01, Leblon Rio de Janeiro

 

Former CEO of Vale SA

 

Brazil

J. Bruce Flatt, Director and Senior Managing Partner and Chief Executive Officer

 

181 Bay Street, Suite 300
Toronto, ON M5J 2T3

 

Senior Managing Partner and Chief Executive Officer of BAM

 

Canada

Robert J. Harding, Director

 

c/o 181 Bay Street, Suite 300, Brookfield Place, Toronto, Ontario M5J 2T3, Canada

 

Past Chairman of BAM

 

Canada

 

 

 

 

 

 

 

Brian W. Kingston, Senior Managing Partner

 

250 Vesey Street, 15th Floor, New York, NY 10281- 1023 U.S.A.

 

Senior Managing Partner of BAM

 

Canada

Brian D. Lawson, Director, Senior Managing Partner and Chief Financial Officer

 

181 Bay Street, Suite 300
Toronto, ON M5J 2T3

 

Senior Managing Partner an Chief Financial Officer of BAM

 

Canada

Cyrus Madon, Senior Managing Partner

 

181 Bay Street, Suite 300
Toronto, ON M5J 2T3

 

Senior Managing Partner of BAM

 

Canada

Frank J. McKenna, Director

 

TD Bank Group, P.O. Box 1, TD Centre, 66 Wellington St. West, 4th Floor, TD Tower, Toronto, Ontario M5K 1A2, Canada

 

Chair of BAM and Deputy Chair of TD Bank Group

 

Canada

Rafael Miranda, Director

 

C/Principe de Viana 9
28023 Madrid, Spain

 

Former CEO of Endesa, S.A., Chairman of Acerinox, S.A.

 

Spain

Youssef A. Nasr, Director

 

P.O. Box 16 5927, Beirut, Lebanon

 

Corporate Director of BAM and former Chairman and CEO of

 

Lebanon and U.S.A.

 

26


 

 

 

 

 

HSBC Middle East Ltd. and former President of HSBC Bank Brazil

 

 

Lord Augustine Thomas O’Donnell, Director

 

Frontier Economics
71 High Holborn, London U.K.
WC1V 6DA

 

Chairman of Frontier Economics

 

United Kingdom

Samuel J.B. Pollock, Senior Managing Partner

 

181 Bay Street, Suite 300
Toronto, ON M5J 2T3

 

Senior Managing Partner of BAM

 

Canada

Ngee Huat Seek, Director

 

501 Orchard Road, #08 — 01 Wheelock Place, Singapore 238880

 

Chairman, Global Logistic Properties

 

Singapore

Diana L. Taylor, Director

 

Solera Capital L.L.C.
625 Madison Avenue, 3rd Floor
New York, N.Y. 10022

 

Vice Chair, Solera Capital LLC

 

U.S.A. and Canada

Justin Beber, Chief Legal Officer and Corporate Secretary

 

181 Bay Street, Suite 300
Toronto, ON M5J 2T3

 

Senior Managing Partner, Chief Legal Officer and Corporate Secretary of BAM

 

Canada

 

27


 

SCHEDULE II

 

PARTNERS LIMITED

 

Name and Position of
Officer or Director

 

Principal Business
Address

 

Principal Occupation or
Employment

 

Citizenship

Jack. L. Cockwell, Director and Chairman

 

c/o 51 Yonge Street, Suite 400, Toronto, Ontario
M5E 1J1, Canada

 

Corporate Director

 

Canada

David W. Kerr, Director

 

Halmont Properties Corporation
51 Yonge Street, Suite 400 Toronto, Ontario M5E 1J1,
Canada

 

Chairman, Halmont Properties Corporation

 

Canada

Brian D. Lawson, Director, President and Treasurer

 

181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada

 

Senior Managing Partner and Chief Financial Officer of BAM

 

Canada

Timothy R. Price, Director

 

c/o 51 Yonge Street, Suite 400, Toronto, Ontario
M5E 1J1, Canada

 

Chairman, Brookfield Funds

 

Canada

Loretta Corso, Secretary

 

Brookfield Asset Management Inc., 181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada

 

Corporate Secretarial Administrator of Brookfield

 

Canada

 

28


 

SCHEDULE III

 

PVI MANAGEMENT INC., as General Partner of

 

PARTNERS VALUE INVESTMENTS LP

 

Name and Position of
Officer or Director

 

Principal Business
Address

 

Principal Occupation or
Employment

 

Citizenship

John P. Barratt, Director

 

c/o Suite 200, #10 — 2130 Dickson Road, Mississauga, Ontario L5B 1Y6

 

Corporate Director

 

Canada

Edward C. Kress, Director

 

51 Yonge Street, Suite 400, Toronto, Ontario M5E 1J1

 

Corporate Director

 

Canada

Brian D. Lawson, Director, President and Treasurer

 

181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada

 

Senior Managing Partner and Chief Financial Officer of BAM

 

Canada

Frank N.C. Lochan, Chairman

 

15 Ennisclare Dr. E., Oakville, Ontario L6J 4N3

 

Corporate Director

 

Canada

Adil Mawani, Director of Finance

 

181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada

 

Director, Finance, Partners Value Investments LP

 

Canada

Ralph J. Zarboni, Director

 

Rossiter Ventures Corporation
7357 Woodbine Ave., Suite 412
Markham, Ontario L3R 6L3

 

Chairman and Chief Executive Officer of EM Group Inc. and EM Plastic & Electric Products Limited

 

Canada

Loretta Corso, Secretary

 

181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada

 

Corporate Secretarial Administrator of Brookfield

 

Canada

 

29


 

SCHEDULE IV

 

BROOKFIELD US CORPORATION

 

Name and Position of
Officer or Director

 

Principal Business
Address

 

Principal Occupation or
Employment

 

Citizenship

Barry Blattman, Director, Vice President

 

Brookfield Place
250 Vesey Street, 15th Floor
New York, NY, 10281-1023

 

Vice-Chairman of BAM

 

U.S.A.

Rami El Jurdi, Director, Secretary

 

181 Bay Street, Suite 300
Toronto, ON M5J 2T3

 

Vice President, Finance, BAM

 

Canada

Jordan Kolar, Director, Vice President

 

Brookfield Place
250 Vesey Street, 15th Floor
New York, NY, 10281-1023

 

Managing Director, BAM

 

U.S.A.

Aleks Novakovic, Director, Vice President

 

181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada

 

Managing Partner of BAM

 

Canada

Mark Srulowitz, President

 

Brookfield Place
250 Vesey Street, 15th Floor
New York, NY, 10281-1023

 

Managing Partner of BAM

 

U.S.A.

Josh Zinn, Director, Vice President

 

Brookfield Place
250 Vesey Street, 15th Floor
New York, NY, 10281-1023

 

Senior Vice President, BAM

 

Australia

 

30


 

SCHEDULE V

 

BPY GP INC., as General Partner of

 

BPY I L.P.

 

Name and Position of
Officer or Director

 

Principal Business
Address

 

Principal Occupation or
Employment

 

Citizenship

Ashley Lawrence, Director and President

 

Brookfield Place
181 Bay Street, Suite 300
Toronto, ON M5J 2T3

 

Managing Director, Regional Head of Canada

 

Canada

Christopher Wong, Director and Vice President

 

Brookfield Place
181 Bay Street, Suite 300
Toronto, ON M5J 2T3

 

Director, Finance

 

Canada

Brett Fox, Director and Secretary

 

Brookfield Place
250 Vesey Street, 15th Floor
New York, NY, 10281-1023

 

Managing Partner

 

U.S.A.

 

31


 

SCHEDULE VI

 

BPG HOLDINGS GROUP (US) HOLDINGS INC.

 

Name and Position of
Officer or Director

 

Principal Business
Address

 

Principal Occupation or
Employment

 

Citizenship

Ashley Lawrence, Director and President

 

Brookfield Place
181 Bay Street, Suite 300
Toronto, ON M5J 2T3

 

Managing Director, Regional Head of Canada

 

Canada

Christopher Wong, Director and Vice President

 

Brookfield Place
181 Bay Street, Suite 300
Toronto, ON M5J 2T3

 

Director, Finance

 

Canada

Brett Fox, Director and Secretary

 

Brookfield Place
250 Vesey Street, 15th Floor
New York, NY, 10281-1023

 

Managing Partner

 

U.S.A.

 

32


 

SCHEDULE VII

 

BROOKFIELD PROPERTY GROUP HOLDINGS S.A.R.L.

 

Name and Position of
Officer or Director

 

Principal Business
Address

 

Principal Occupation or
Employment

 

Citizenship

Simon Maire, Manager

 

Vertigo Naos Building
6, Rue Eugène Ruppert
L-2453, Luxembourg

 

Business Unit Director

 

Belgium

Luc Leroi, Manager

 

13A, rue de Clairefontaine, L-8460 Eischen, Luxembourg

 

Independent Director

 

Belgium

Patrick Damien Warde, Manager

 

71-B, route du Vin, L-6841 Machtum, Luxembourg

 

Independent Director

 

Ireland

 

33


 

SCHEDULE VIII

 

BPG HOLDINGS GROUP (US) GP INC., as General Partner of

 

each of the BPG Holdings LPs

 

Name and Position of
Officer or Director

 

Principal Business
Address

 

Principal Occupation or
Employment

 

Citizenship

Ashley Lawrence, Director and President

 

Brookfield Place
181 Bay Street, Suite 300
Toronto, ON M5J 2T3

 

Managing Director, Regional Head of Canada

 

Canada

Christopher Wong, Director and Vice President

 

Brookfield Place
181 Bay Street, Suite 300
Toronto, ON M5J 2T3

 

Director, Finance

 

Canada

Brett Fox, Director and Secretary

 

Brookfield Place
250 Vesey Street, 15th Floor
New York, NY, 10281-1023

 

Managing Partner

 

U.S.A.

 

34


 

SCHEDULE IX

 

BPY (2013) CORP.

 

Name and Position of
Officer or Director

 

Principal Business
Address

 

Principal Occupation or
Employment

 

Citizenship

Ashley Lawrence, Director and President

 

Brookfield Place
181 Bay Street, Suite 300
Toronto, ON M5J 2T3

 

Managing Director, Regional Head of Canada

 

Canada

Christopher Wong, Director and Vice President

 

Brookfield Place
181 Bay Street, Suite 300
Toronto, ON M5J 2T3

 

Director, Finance

 

Canada

Brett Fox, Director and Secretary

 

Brookfield Place
250 Vesey Street, 15th Floor
New York, NY, 10281-1023

 

Managing Partner

 

U.S.A.

 

35


 

SCHEDULE X

 

BROOKFIELD GLOBAL PROPERTY ADVISOR LIMITED

 

Name and Position of
Officer or Director

 

Principal Business
Address

 

Principal Occupation or
Employment

 

Citizenship

J. Bruce Flatt, Director, President and Chief Executive Officer

 

181 Bay Street, Suite 300
Toronto, ON M5J 2T3

 

Senior Managing Partner and Chief Executive Officer of BAM

 

Canada

Philippa Elder, Director and Secretary

 

99 Bishopsgate, Second Floor
London, EC2M 3XD, U.K.

 

Lawyer

 

United Kingdom

Ralf Niklas Rank, Director and Chief Investment Officer

 

99 Bishopsgate, Second Floor
London, EC2M 3XD, U.K.

 

Chief Investment Officer

 

Canada and Germany

Connor David Teskey, Director

 

99 Bishopsgate, Second Floor
London, EC2M 3XD, U.K.

 

Senior Vice President of Brookfield Europe

 

Canada

Brian W. Kingston, Vice President

 

250 Vesey Street, 15th Floor, New York, NY 10281- 1023 U.S.A.

 

Senior Managing Partner of BAM

 

Canada

 

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SCHEDULE XI

 

BPGH SUB INC.

 

Name and Position of
Officer or Director

 

Principal Business
Address

 

Principal Occupation or
Employment

 

Citizenship

Ashley Lawrence, Director and President

 

Brookfield Place
181 Bay Street, Suite 300
Toronto, ON M5J 2T3

 

Managing Director, Regional Head of Canada

 

Canada

Christopher Wong, Director and Vice President

 

Brookfield Place
181 Bay Street, Suite 300
Toronto, ON M5J 2T3

 

Director, Finance

 

Canada

Brett Fox, Director and Secretary

 

Brookfield Place
250 Vesey Street, 15th Floor
New York, NY, 10281-1023

 

Managing Partner

 

U.S.A.

 

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SCHEDULE XII

 

BROOKFIELD SPECIAL OPPORTUNITIES INC.

 

Name and Position of
Officer or Director

 

Principal Business
Address

 

Principal Occupation or
Employment

 

Citizenship

Jordan Kolar, Director, Vice President

 

Brookfield Place
250 Vesey Street, 15th Floor
New York, NY, 10281-1023

 

Managing Director, BAM

 

U.S.A.

Rami El Jurdi, Director, Secretary

 

Brookfield Place
181 Bay Street, Suite 300
Toronto, ON M5J 2T3

 

Vice President, Finance, BAM

 

Canada

Josh Zinn, Director, Vice President

 

Brookfield Place
250 Vesey Street, 15th Floor
New York, NY, 10281-1023

 

Senior Vice President, BAM

 

Australia

Connor David Teskey, Director

 

99 Bishopsgate, Second Floor
London, EC2M 3XD, U.K.

 

Senior Vice President of Brookfield Europe

 

Canada

Mark Srulowitz, President

 

Brookfield Place
250 Vesey Street, 15th Floor
New York, NY, 10281-1023

 

Managing Partner of BAM

 

U.S.A.

 

38