Brookfield Asset Management’s $6.5 Billion Acquisition of Brookfield Property Partners L.P.

Torys LLP represented Brookfield Asset Management in the agreement with Brookfield Property Partners to acquire 100% of Brookfield Property Partners units. Latham & Watkins LLP represents as US counsel the special committee of the board of directors of BPY.

On April 1, 2021, Brookfield Asset Management Inc. and Brookfield Property Partners L.P. announced that they reached agreement for Brookfield to acquire all of the limited partnership units of BPY at a value of US$18.17 per BPY unit, to be completed by way of an Ontario court-approved plan of arrangement, representing a total consideration of US$6.5 billion payable to the unitholders of BPY other than Brookfield and its affiliates.

Subject to pro-ration, BPY unitholders will have the ability to elect to receive, per BPY unit, US$18.17 in cash, 0.3979 of a Brookfield class A limited voting share, or 0.7268 of a BPY preferred unit with a liquidation preference of US$25.00 per unit.

The independent members of the BPY Board of Directors unanimously approved the transaction and recommend that unitholders of BPY do the same.

The arrangement is expected to close in the third quarter of 2021, subject to approval by a majority of the public unitholders of BPY, in addition to other customary closing conditions including the approval of the Ontario Superior Court of Justice.

Brookfield Property Partners is a diversified global real estate company that owns, operates and develops one of the largest portfolios of office, retail, multifamily, industrial, hospitality, triple net lease, student housing and manufactured housing assets.

Brookfield Asset Management is a leading global alternative asset manager with US$600 billion of assets under management across real estate, infrastructure, renewable power, private equity and credit.

The Torys team included Karrin Powys-Lybbe (Picture), Mile Kurta, Adrienne DiPaolo, Paulina Taneva, Steven Bentsianov, Jordan Fenton, Dave Marshall and Adam Ibrahim (corporate/M&A), Andrew Gray (plan of arrangement), Jennifer Lennon (employment), Corrado Cardarelli, Richard Johnson and Joshua Morry (Canadian tax), David Mattingly, Scott Semer and Michelle Lu (U.S. tax).

Latham & Watkins LLP represents as US counsel the special committee of the board of directors of BPY with a corporate deal team led by Chicago partner Mark Gerstein and Los Angeles partner Julian Kleindorfer, with associates Alidad Damooei, William Nahill, and Eric Lim, and with the assistance of Chicago partner Christopher Drewry. Advice was also provided on tax matters by Century City partner Pardis Zomorodi and Los Angeles partner Eric Cho.

Involved fees earner: Eric Cho – Latham & Watkins; Alidad Adam Damooei – Latham & Watkins; Christopher Drewry – Latham & Watkins; Mark Gerstein – Latham & Watkins; Julian Kleindorfer – Latham & Watkins; Eric Lim – Latham & Watkins; William Nahill – Latham & Watkins; Pardis Zomorodi – Latham & Watkins; Steven Bentsianov – Torys LLP; Corrado Cardarelli – Torys LLP; Adrienne DiPaolo – Torys LLP; Jordan Fenton – Torys LLP; Adam Ibrahim – Torys LLP; Richard Johnson – Torys LLP; Mile Kurta – Torys LLP; Jennifer Lennon – Torys LLP; Michelle Lu – Torys LLP; Dave Marshall – Torys LLP; David Mattingly – Torys LLP; Joshua Morry – Torys LLP; Karrin Powys-Lybbe – Torys LLP; Scott Semer – Torys LLP; Paulina Taneva – Torys LLP;

Law Firms: Latham & Watkins; Torys LLP;

Clients: Brookfield Asset Management Inc; Brookfield Property Partners – Special Committee of the Board of Directors;

Author: Martina Bellini