Terms

Series

6.50% Class A Cumulative Redeemable Perpetual Preferred Units, Series 1

Liquidation Preference

$25.00

Coupon Rate

6.5%

Rate Type

Fixed

Annual Dividend

$1.62

Payment Frequency

Quarterly

Cumulative

Yes

Perpetual

Yes

Convertible

No

Callable

Yes

First Call Date

March 31, 2024

First Call Price

$25.00

Redemption Notice Period

30 days

Capital Stack Ranking

Junior To: All Existing And Future Indebtedness Of Bpy, Senior Securities Expressly Designated As Senior, All Existing And Future Debt Obligations Of Subsidiaries, Capital Stock Of Subsidiaries Held By Others (Including Series 1, 2 And 3 Class A Preferred Units Of The Property Partnership Held By Third Parties); Pari Passu With: Other Series Of Class A Preferred Units, Other Parity Securities Expressly Designated As Parity, Bpy Guarantee Of Property Partnership Series 1, 2 And 3 Class A Preferred Units; Senior To: Lp Units, All Other Junior Securities (Limited Partner Interests Ranking Junior To Class A Preferred Units)

Regulatory (Basel III) Call

No

Tax Classification

Mlp K1

Qualifies for QDI

No

Qualifies for DRD

No

Shares Offered

6,400,000

Prospectus Summary

Brookfield Property Partners L.P. (BPY), a Bermuda exempted limited partnership and one of the world's largest commercial real estate operators, is offering 6,400,000 units of its 6.50% Class A Cumulative Redeemable Perpetual Preferred Units, Series 1, at a liquidation preference of $25.00 per unit, targeting listing on Nasdaq under 'BPYPP.' The units pay a fixed annual distribution of $1.625 per unit ($0.40625 per quarter), with an optional issuer call at par on or after March 31, 2024. Distributions are cumulative — any missed payments accrue and must be paid in full before any distributions can be made on LP Units or other junior securities, providing meaningful protection to income investors. The Series 1 Preferred Units sit above BPY's LP Units and all other junior partnership interests in the distribution and liquidation waterfall, but rank junior to all existing and future debt of BPY (approximately $64 billion of consolidated debt as of year-end 2018) and to any future Senior Securities. Critically, because BPY is a holding company, these units are also structurally subordinated to all debt and preferred equity at the subsidiary level, including at Brookfield Property L.P. (the Property Partnership) and its Holding Entities — meaning subsidiary creditors have a prior claim on subsidiary assets before value reaches BPY preferred holders. There is no regulatory capital (Tier 1) call provision; however, the issuer may redeem prior to March 31, 2024 at $25.50 (102% of par) if a ratings agency shortens or reduces its equity credit treatment of these units (a 'Ratings Event'), and may redeem at $25.00 upon a Change of Control Triggering Event, a Delisting Brookfield Transaction, or a Change in Tax Law. At the $25.00 offering price, the effective yield is exactly 6.50% per annum. Distributions are paid quarterly on the last day of March, June, September, and December, with the record date set as of the close of business on the first Business Day of the applicable payment month. Because BPY is a Bermuda limited partnership — not a U.S. corporation — distributions are generally not treated as qualified dividend income (QDI) eligible for the 15%/20% preferential tax rate, nor do they qualify for the corporate dividends-received deduction (DRD); investors should expect partnership-level tax reporting. The dividend stopper blocks any cash distributions on LP Units or junior securities whenever cumulative distributions on the Series 1 Preferred Units are in arrears, though the BPY General Partner retains full discretion over whether to declare distributions at all.

Summarized from the SEC prospectus filing.

Distribution History

Ranking vs. Other Preferreds

Dividend Stopper Provisions

Dividend Stopper Description

If cumulative distributions on the Series 1 Preferred Units are not current, no distributions may be paid on LP Units or other junior securities; the issuer itself may also choose not to declare distributions at any time at the discretion of the BPY General Partner.

Div Score Breakdown

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