Brookfield Office Properties Inc T.BPO.PR.A

BN controls 100% of BPY. BPY made the Guarantee, not

[CrazyTrader]

BN.   But BN NOW controls 100% of BPY.      BN call the shots now.   

BPY common shareholders own BPY,  BPY made the Guarantee on behalve of the Common Shareholders.   BPY is the Common Shareholders.    BN bought all the BPY common shares.   They belong to BN now.   

My guess, just a guess, good chance BN is liable for the Guarantee.   Just a guess.  

Even I'm wrong.......  The Guarantee is a "Continuing Guarantee".     I don't know if that "continuing Guarantee" would hold up in court, but it's there.... it does make me feel better.  

All just my opinion/view/thinking

[CrazyTrader]

You could say BPY has been "re-organized", it's been Privatized.   That probably would fall under "Continuing Guarantee" clause.    If so, that would make BN a Guarantor.   All just my opinion/view/thinking/guessing.... wouldn't want to test that thinking in court.  

[SONOFFERGUS]

Ahhhh. Let me see if I'm getting this. The "most important document" says that BPY and its 8 (8!) subsidiaries provide a guarantee.  A good-looking guarantee with all the bells and whistles and pages of legalese.  A "continuing guarantee," no less!  The lawyers tied that document up TIGHT!!!! BN controls BPY. The "continuing guarantee"

[Carena]

Hi Sonoffergus, Excellent stuff!  Couple of comments from me: (i) So if BN has to literally steal from BPY, well, then BN is going down too and the whole game is over and our pref shares will go to zero. (ii) This entire guarantee agreement was negotiated between BPY board members and BPO board members which was a rubber stamp.  A couple of independent directors back in 2016 when

[SONOFFERGUS]

Hi Carena You're welcome ofc! IMO (and I think in your opinion too), BN isn't going to punt BPG unless the pain is unbearable -- rates go way up and all their business lines are on fire.  As you have often pointed out, fair value for real estate is a very squishy number and interco transfers (and other, non-RE stuff) at justifable values could be cast as "stealing" by

[Carena]

Hi again Sonoffergus,  Yes, my thesis is BN will never punt BPY...full stop! I have no idea what unbearable is? My thesis is  that unbearable will never come. Otherwise I would be long gone from the BPO prefs. However, BN letting the junk rating happen was the first time I said in my posts that I had "less conviction" in the BPO prefs and therefore, my thesis.  My

[Carena]

Hi again Sonoffergus, I can't get the funny thought out of my head of the image of an independent board director going to court with his continuing guarantee to get BN to step up because they stole from BPY or they became insolvent. If I were the judge, I think I would ask the independent director what the heck he thought his job was for then?  To bring Bruce Flatt tea every morning

[SONOFFERGUS]

Hi. I must admit I hadn't thought much about governance, this is a great point.  As you say, BPY would be having a tough time without BN, but how do they navigate the fixes that Flatt and co. come up with?  They just shipped a bunch of properties to the insurance arm.  How did they (BPY, BN and the insurance arm) get comfortable with the transfer price?  Note ADM is in

[Carena]

Hi again, The insurance transfers are a perfect example.  You said,  "I feel like a privatization or a recap have to be bubbling up on the list of alternatives.  Am I thinking about this right?" Truth is, it is up to the complete discretion of you guessed it, Bruce Flatt.  This is the risk of holding these securities.  If one does not trust Flatt, then one

[CrazyTrader]

In short as I understand...Given "Continuing Guarantee"...   The guarantee continues, no matter.  Bankruptcy, insolvancy, dissolution, reorgainization, or ANY REASON can NOT void the Guarantee...... The Guarantee continues.    “Corporation” means Brookfield Office Properties Inc. and its successors and assigns BPY has been assigned for BPO.    BPY

[SONOFFERGUS]

...as amongst the parties to the agreement.  You can't take your crayon and add in BN. What on earth does "BPY has been assigned for BPO" mean?  "Its successors and assigns" benefits a successor entity to BPO -- nothing to do with BPY.  What do BPY financials have to do with this?  Stop mixing financial reporting with the separate legal entities being