Terms

Series

5.750% Class A Cumulative Redeemable Perpetual Preferred Units, Series 3

Liquidation Preference

$25.00

Coupon Rate

5.75%

Rate Type

Fixed

Annual Dividend

$1.44

Payment Frequency

Quarterly

Cumulative

Yes

Perpetual

Yes

Convertible

No

Callable

Yes

First Call Date

March 31, 2025

First Call Price

$25.00

Redemption Notice Period

30 days

Capital Stack Ranking

Junior To: All Existing And Future Indebtedness Of Bpy, Senior Securities, All Existing And Future Debt Obligations Of Subsidiaries, Capital Stock Of Subsidiaries Held By Others Including Property Partnership Class A Preferred Units Held By Third Parties; Pari Passu With: Series 1 Preferred Units (6.50% Class A Cumulative Redeemable Perpetual Preferred Units), Series 2 Preferred Units (6.375% Class A Cumulative Redeemable Perpetual Preferred Units), All Other Parity Securities; Senior To: Lp Units, All Junior Securities (Limited Partner Interests Ranking Junior To Class A Preferred Units)

Regulatory (Basel III) Call

Yes

Tax Classification

Mlp K1

Qualifies for QDI

No

Qualifies for DRD

No

Shares Offered

10,000,000

Prospectus Summary

Brookfield Property Partners L.P. (BPY), a Bermuda-based commercial real estate limited partnership, is issuing 10,000,000 units of its 5.750% Class A Cumulative Redeemable Perpetual Preferred Units, Series 3, at a $25.00 liquidation preference per unit (Nasdaq: BPYPN). The fixed annual distribution of $1.4375 per unit ($0.359375 quarterly) is callable at par on or after March 31, 2025. Critically, these distributions are cumulative — meaning any missed payments accumulate and must be paid in full before BPY can distribute anything to LP unitholders or other junior securities, providing a meaningful (though not absolute) income protection for investors. The Series 3 Preferred Units rank senior to BPY's LP Units and all other junior securities, and pari passu with the existing Series 1 (6.50%) and Series 2 (6.375%) preferred units. However, they are junior to all of BPY's existing and future indebtedness (~$55.4 billion consolidated at year-end 2019) and structurally subordinated to all subsidiary-level debt and preferred securities — including class A preferred units of the Property Partnership held by third parties. Because BPY is a holding company, its cash flows depend entirely on distributions from the Property Partnership and operating subsidiaries, whose creditors and preferred holders have prior claims. A 'Ratings Event' call (at $25.50, a slight premium) is triggered if a rating agency reduces the equity credit assigned to these units under its capital criteria, allowing BPY to redeem and refinance before the units lose their equity treatment. At the $25.00 offering price, the effective yield is 5.75%. Distributions are paid quarterly on the last day of March, June, September, and December, with the record date set as the first Business Day of each payment month. Because BPY is a Bermuda exempted limited partnership rather than a U.S. corporation, distributions are generally not treated as qualified dividend income (QDI) eligible for the 15%/20% preferential rate, nor do they qualify for the corporate dividends-received deduction (DRD) — investors should expect ordinary income or partnership income treatment and should review the 'Material U.S. Federal Income Tax Considerations' section carefully. The dividend stopper prevents any distributions on LP Units or junior securities if cumulative distributions on the Series 3 (and parity) preferred are in arrears, though the BPY General Partner retains full discretion over declarations.

Summarized from the SEC prospectus filing.

Distribution History

Ranking vs. Other Preferreds

Dividend Stopper Provisions

Dividend Stopper Description

If BPY has not paid or set aside full cumulative distributions on the Series 3 Preferred Units (and all parity preferred), it cannot pay any distributions on its LP Units or other junior securities (other than distributions paid in more junior units).

Div Score Breakdown

Reinvesty's multi-factor safety analysis for this preferred, composite score: 52 (Average)