Amended Tender Offer Statement by Issuer (sc To-i/a)
2020年8月6日 - 8:27PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE TO
(Amendment No. 1)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR
13(e)(1) OF
THE SECURITIES EXCHANGE ACT OF 1934
BROOKFIELD
PROPERTY REIT INC.
(Name of Subject Company (Issuer) and Filing Person (Issuer))
Class A Stock, Par Value $0.01 Per
Share
(Title of Class of Securities)
11282X 103
(CUSIP Number of Class of Securities)
Michelle Campbell
Secretary
Brookfield Property REIT Inc.
250 Vesey Street, 15th Floor
New York, New York, 10281-1023
Telephone: (212) 417-7000
(Name, address, and telephone numbers of person authorized to receive notices and
communications on behalf of filing persons)
Copies of all communications, including
communications sent to agent for service, should be sent to:
Mark S. Opper, Esq.
David H. Roberts, Esq.
Goodwin Procter LLP
100 Northern Avenue
Boston, MA 02210
(617) 570-1000
CALCULATION OF FILING FEE
Transaction Valuation*
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Amount of Filing Fee**
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$110,000,004.00
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$14,278.00
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*Calculated solely for purposes of determining the amount of
the filing fee. This amount is based upon the offer to purchase for cash up to 9,166,667 shares of class A stock, par value $0.01
per share, of Brookfield Property REIT Inc., at a price of $12.00 per share.
**The amount of the filing fee, calculated in accordance with
Rule 0-11 under the Securities Exchange Act of 1934, as amended, as modified by Fee Rate Advisory No. 1 for fiscal year 2020, equals
$129.80 per million dollars of the value of the transaction.
x Check the box
if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee
was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of
its filing.
Amount Previously Paid:
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$14,278.00
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Filing Party:
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Brookfield Property REIT Inc.
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Form or Registration No.:
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Schedule TO
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Date Filed:
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July 6, 2020
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o Check the box
if the filing relates solely to preliminary communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions
to which the statement relates:
o third-party tender
offer subject to Rule 14d-1.
x issuer tender offer subject to Rule 13e-4.
o going-private transaction subject to Rule 13e-3.
o amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting
the results of the tender offer: ¨
If applicable, check the appropriate box(es) below to designate
the appropriate rule provisions(s) relied upon:
o Rule 13e-4(i) (Cross-Border
Issuer Tender Offer)
o Rule 14d-1(d) (Cross-Border
Third-Party Tender Offer)
This Amendment No. 1 (this “Amendment
No. 1”) amends and supplements the Tender Offer Statement on Schedule TO originally filed with the U.S. Securities
and Exchange Commission (“SEC”) on July 6, 2020 (as may be further supplemented or amended from time to time,
the “Schedule TO”) by Brookfield Property REIT Inc., a Delaware corporation that has elected to be taxed
as a real estate investment trust for U.S. federal income tax purposes (the “Company”), pursuant to Rule 13e-4
under the Securities Exchange Act of 1934, as amended, in connection with the Company’s offer to purchase for cash up to
9,166,667 shares of its class A stock, par value $0.01 per share (the “Class A Stock”), at a price of $12.00
per share, on the terms and subject to the conditions described in the Offer to Purchase, dated July 6, 2020 (the “Offer
to Purchase”), and the related Letter of Transmittal (the “Letter of Transmittal”), copies of which
were previously filed as Exhibit (A)(1)(A) and Exhibit (A)(1)(B), respectively, to the Schedule TO, which, together
with any amendments or supplements thereto, collectively constitute the “Offer”.
The purpose of this Amendment No. 1
is to amend and supplement certain provisions of the Schedule TO as set forth herein. Except as set forth herein, this Amendment
No. 1 does not modify any of the information previously reported in the Schedule TO or the Offer. All information set forth
in the Offer, including all schedules and exhibits thereto, which were previously filed with the Schedule TO, is hereby expressly
incorporated by reference except that such information is hereby amended and supplemented to the extent expressly provided herein.
Such information amends and supplements the information previously incorporated by reference in this Schedule TO. This Amendment
No. 1 should be read in conjunction with the Schedule TO, the Offer to Purchase, the Letter of Transmittal and the other documents
that constitute part of the Offer, as each may be amended or supplemented from time to time.
Item 11.
Additional information.
Item 11(c) of the Schedule TO is hereby
amended and supplemented by adding the following:
“On August 6, 2020, the Company issued
a Form 8-K with financial information for the quarter ended June 30, 2020, which is hereby incorporated by reference into the Schedule
TO and the Offer to Purchase.”
SIGNATURE
After due inquiry and to the best of my
knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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BROOKFIELD PROPERTY REIT INC.
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By:
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/s/ Michelle Campbell
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Name:
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Michelle Campbell
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Title:
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Secretary
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Date: August 6, 2020
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