BROOKFIELD NEWS, Aug. 13, 2018 (GLOBE NEWSWIRE) -- Brookfield Property Partners L.P. (NASDAQ: BPY; TSX: BPY.UN)
(“BPY”) announced today that, in connection with its previously announced agreement to acquire GGP Inc. (“GGP”) (the
“Transaction”), Brookfield Asset Management Inc. (“Brookfield Asset Management”), which beneficially owns an approximate 69%
limited partnership interest in BPY on a fully-exchanged basis (excluding the Class A preferred limited partnership units of
Brookfield Property L.P.), has provided the Toronto Stock Exchange (“TSX”) with updated written consent confirming that it is in
favor of the Transaction, which satisfies the BPY unitholder approval requirement of the TSX. Please refer to BPY’s press release
from June 7, 2018 for further details of the Transaction.
This updated consent confirms that an additional maximum of 1.52 million BPY units may be issuable post-closing
of the Transaction in connection with certain appreciation-only LTIP awards previously granted by GGP affiliates, which are being
converted into BPY LTIP awards in accordance with section 611(f) of the TSX Company Manual. Thus, up to a total of 306,361,434 BPY
units are issuable upon closing of the Transaction, the previously announced private placement to Brookfield Asset Management and
post-closing in connection with the exercise of options and LTIP awards assumed by BPY in the Transaction, resulting in an
approximate dilution to existing BPY unitholders of 44%.
Brookfield Property Partners
Brookfield Property Partners is one of the world’s premier commercial real estate companies, with approximately
$69 billion in total assets. We are leading owners, operators and investors in commercial real estate, with a diversified portfolio
of premier office and retail assets, as well as interests in multifamily, triple net lease, industrial, hospitality, self-storage,
student housing and manufactured housing assets. Brookfield Property Partners is listed on the Nasdaq stock market and the Toronto
stock exchange. Further information is available at bpy.brookfield.com.
Brookfield Property Partners is the flagship listed real estate company of Brookfield Asset Management, a
leading global alternative asset manager with over $285 billion in assets under management.
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Brookfield Contact:
Matthew Cherry
Senior Vice President, Investor Relations and Communications
Tel: (212) 417-7488
Email: matthew.cherry@brookfield.com
Additional Information and Where to Find It
This communication is being made in respect of the proposed transaction contemplated by the Agreement and Plan
of Merger, dated as of March 26, 2018 and as amended on June 25, 2018, among BPY, Goldfinch Merger Sub Corp.
and GGP (as may be further amended or otherwise modified from time to time in accordance with its terms, the “Merger Agreement”).
This communication may be deemed to be solicitation material in respect of the proposed transaction involving BPY and GGP. In
connection with the proposed transaction, BPY filed with the U.S. Securities and Exchange Commission (the “SEC”) a registration
statement on Form F-4 (File No.: 333-224594) that includes a prospectus of BPY (the “BPY prospectus”), and GGP filed
with the SEC a registration statement on Form S‑4 (File No.: 333-224593) that includes a proxy statement/prospectus of
GGP (the “GGP proxy statement/prospectus”). The parties also filed a Rule 13E-3 transaction statement on Schedule 13E-3.
The registration statements filed by BPY and GGP were declared effective by the SEC on June 26, 2018 and GGP has mailed
the GGP proxy statement/prospectus in definitive form to its stockholders of record as of the close of business on
June 22, 2018. Each of BPY and GGP may also file other documents with the SEC regarding the proposed transaction. This
communication is not a substitute for the BPY prospectus, the GGP proxy statement/prospectus, the registration statements or any
other document which BPY or GGP may file with the SEC. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE ABOVE-REFERENCED AND
OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY
AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT BPY, GGP, THE
PROPOSED TRANSACTION AND RELATED MATTERS. Investors and stockholders may obtain free copies of the above-referenced and other
documents filed with the SEC by BPY and GGP, when available, through the SEC’s website at http://www.sec.gov. In addition, investors may obtain free copies of the above-referenced and
other documents filed with the SEC by BPY, when available, by contacting BPY Investor Relations at bpy.enquiries@brookfield.com or +1 (855) 212-8243 or at BPY’s website at http://bpy.brookfield.com, and may obtain free copies of the above-referenced and other
documents filed with the SEC by GGP, when available, by contacting GGP Investor Relations at (312) 960-5000 or at GGP’s website at
http://www.ggp.com.
Non-solicitation
This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities,
nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by
means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.
Forward-Looking Statements
This communication contains “forward-looking information” within the meaning of Canadian provincial securities
laws and applicable regulations and “forward-looking statements” within the meaning of “safe harbor” provisions of applicable U.S.
securities laws, including the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements include
statements that are predictive in nature or depend upon or refer to future events or conditions, include statements regarding the
expected timing, completion and effects of the proposed transaction, our operations, business, financial condition, expected
financial results, performance, prospects, opportunities, priorities, targets, goals, ongoing objectives, strategies and outlook,
as well as the outlook for North American and international economies for the current fiscal year and subsequent periods, and
include words such as “expects,” “anticipates,” “plans,” “believes,” “estimates,” “seeks,” “intends,” “targets,” “projects,”
“forecasts,” “likely,” or negative versions thereof and other similar expressions, or future or conditional verbs such as “may,”
“will,” “should,” “would” and “could.”
Although we believe that our anticipated future results, performance or achievements expressed or implied by the
forward-looking statements and information are based upon reasonable assumptions and expectations, the reader should not place
undue reliance on forward-looking statements and information because they involve known and unknown risks, uncertainties and other
factors, many of which are beyond our control, which may cause our actual results, performance or achievements to differ materially
from anticipated future results, performance or achievement expressed or implied by such forward-looking statements and
information.
Factors that could cause actual results to differ materially from those contemplated or implied by
forward-looking statements include, but are not limited to: the occurrence of any event, change or other circumstance that could
affect the proposed transaction on the anticipated terms and timing, including the risk that the proposed transaction may not be
consummated; risks related to BPY’s ability to integrate GGP’s business into our own and the ability of the combined company to
attain expected benefits therefrom; risks incidental to the ownership and operation of real estate properties including local real
estate conditions; the impact or unanticipated impact of general economic, political and market factors in the countries in which
we do business; the ability to enter into new leases or renew leases on favorable terms; business competition; dependence on
tenants’ financial condition; the use of debt to finance our business; the behavior of financial markets, including fluctuations in
interest and foreign exchange rates; uncertainties of real estate development or redevelopment; global equity and capital markets
and the availability of equity and debt financing and refinancing within these markets; risks relating to our insurance coverage;
the possible impact of international conflicts and other developments including terrorist acts; potential environmental
liabilities; changes in tax laws and other tax related risks; dependence on management personnel; illiquidity of investments; the
ability to complete and effectively integrate other acquisitions into existing operations and the ability to attain expected
benefits therefrom; operational and reputational risks; catastrophic events, such as earthquakes and hurricanes; and other risks
and factors detailed from time to time in our documents filed with the securities regulators in Canada and the United States.
We caution that the foregoing list of important factors that may affect future results is not exhaustive. When
relying on our forward-looking statements or information, investors and others should carefully consider the foregoing factors and
other uncertainties and potential events. Except as required by law, we undertake no obligation to publicly update or revise any
forward-looking statements or information, whether written or oral, that may be as a result of new information, future events or
otherwise.
