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Brookfield Property Partners L.P. et al.

2022-09-30 | Decision | Securities Act, 44-101, 51-102, 52-109, 52-110, 55-102, 58-101 | Issuers | https://www.osc.ca/en/securities-law/orders-rulings-decisions/brookfield-property-partners-lp-et-al-0

: Securities Act, R.S.O. 1990, c. S.5, ss. 107 and 121(2)(a)(ii). National Instrument 44-101 Short Form Prospectus Distributions, ss. 2.4, 2.8 and 8.1(2). Form 44-101F1 Short Form Prospectus, ss. 6.1, 11.1(1), 12.1 and 13.3. National Instrument 51-102 Continuous Disclosure Obligations, ss. 13.1 and 13.4. National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings, ss. 8.5 and 8.6. National Instrument 52-110 Audit Committees, ss. 1.2(g) and 8.1. National Instrument 55-102 System for Electronic Disclosure by Insiders (SEDI), s. 6.1. National Instrument 55-104 Insider Reporting Requirements and Exemptions, s. 10.1(2). National Instrument 58-101 Disclosure of Corporate Governance Practices, ss. 1.3(c) and 3.1(2).


Summary of the Securities Commission Decision:

The Securities Commission granted exemptive relief to Brookfield Property Partners L.P., Brookfield Property Finance ULC (Debt Issuer), and Brookfield Property Preferred Equity Inc. (Pref Issuer) (collectively, the Filers) from various continuous disclosure, certification, insider reporting, audit committee, corporate governance, and prospectus requirements under Ontario securities law and related instruments. This relief was sought due to the Filers’ inability to rely on the standard exemption for credit support issuers, primarily because of their partnership structure and the fact that certain preference shares may be convertible into other series of preference shares.

Key Facts:
– Brookfield Property Partners is a Bermuda exempted limited partnership and a reporting issuer in multiple jurisdictions.
– The Filers are not in default of any securities legislation requirements.
– Brookfield Property Partners satisfies its continuous disclosure obligations by complying with U.S. federal securities laws.
– The Units of Brookfield Property Partners were delisted from the Toronto Stock Exchange following an arrangement agreement and subsequent acquisition by Brookfield Asset Management Inc.
– The Filers intend to file Base Shelf Prospectuses for the issuance of preferred limited partnership units, debt securities, and preference shares, which will be guaranteed by Brookfield Property Partners and related entities.

Reasoning:
– The Filers meet the conditions set out in subsection 13.4(2.1) of National Instrument 51-102, except for certain specified deviations.
– The Filers will be treated as if they meet the definition of parent credit supporter and subsidiary credit supporter, despite the indirect ownership structure.
– The Securities will be considered designated credit support securities, with certain conditions.
– The Filers will comply with all filing requirements and procedures except for those from which they have been exempted.

Outcome:
– The Filers are granted the Exemption Sought, subject to conditions that include compliance with modified continuous disclosure requirements and the filing of financial statements and material change reports as specified.
– The 2018 Decision granting previous exemptions is revoked.

Relevant Laws and Regulations:
– Securities Act, R.S.O. 1990, c. S.5, ss. 107 and 121(2)(a)(ii)
– National Instrument 44-101 Short Form Prospectus Distributions, ss. 2.4, 2.8, and 8.1(2)
– National Instrument 51-102 Continuous Disclosure Obligations, ss. 13.1 and 13.4
– National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, ss. 8.5 and 8.6
– National Instrument 52-110 Audit Committees, ss. 1.2(g) and 8.1
– National Instrument 55-102 System for Electronic Disclosure by Insiders (SEDI), s. 6.1
– National Instrument 55-104 Insider Reporting Requirements and Exemptions, s. 10.1(2)
– National Instrument 58-101 Disclosure of Corporate Governance Practices, ss. 1.3(c) and 3.1(2)