SecProbe.io

January 17 , 2014

Via E-mail
Mr. John Stinebaugh
Brookfield Property Group LLC
Brookfield Place
250 Vesey Street, 15th Floor
New York, New York 10281 -1023

Re: Brookfield Office Properties Inc.
Rule 13e -3 Transaction Statement on Schedule 13E -3
Filed by Brookfield Property Partners L.P.  et al.
Filed December 23, 2013
File No. 005-59615
Brookfield Property Partners L.P.
Registration Statement on Form F -4
Filed December 23, 2013
File No.  333-193046

Dear Mr. Stinebaugh :

We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter by amending your filing, by providing the requested
information, or by advising us when you will provide the requested response.  If you do not
believe our comments apply to your facts and circumstances or do not believe an amendment is
appropriate, please  tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these comments, we may have additional comments.

Registration Statement on Form F -4

General

1. Please confirm that the offer is subject to, and that the Offerors are complying with, the
laws, regulations and policies of Canada and/or any of its provinces or territories
governing the conduct of the offer.  See Rule 14d -1(b).

Mr. John Stinebaugh
Brookfield Property Group LLC
January 17 , 2014
Page 2
 2. Please provide the disclosure required by Item 1004(e) of Re gulation M -A,
Item 1010(a)(3) of Regulation M -A and Item 4(a)(5) of Form F -4.

3. Please advise whether there are any persons who control B rookfield Asset
Management  Inc., other than its directors and executive officers.   For instance, this could
include equity holders of that entity.   If so, please provide the disclosure required by
General Instruction C to Schedule 13E -3 with respect to such persons.

Front page

4. Please ensure that all required legends appear on the outside front cover page of your
offer document, including the legends required by Item 2 of Schedule 14D-1F and
Rule  13e- 3(e)(1)(iii).

5. Please remove the disclaimer of responsibility for disclosure appearing under the heading
“Notice Regarding BPO Information .”

Background to the Offer, page 6

6. Please disclose in detail how the Offe rors determined the offer price.  Please also disclose
the substance of the discussions that occurred throughout December  2013 , with particular
emphasis on discussions with BPO concerning the increase to the offer price.

Purpose and Structure of the Offer; Reasons for the Offer , page 8

7. Please disclose the exact number of BPO Common Shares that would constitute a
majority of the BPO Common Shares  that can be incl uded for the purposes of “minority
approval”  under MI 61 -101.

8. Please provide, with a view towards disclosure, your analysis of whether and under what
circumstances a Compulsory Acquisition or Subsequent Acquisition Transaction would
be su bject to Rule 13e -3.

Position of the BPY  Filing Persons Regarding the Fairness of the Offer , page 12

9. Please make the fairness representation regarding “u naffiliated security holders,” rather
than “unaffiliated Shareholders ,” which is restricted to holders of BPO Common Shares.
See Item  1014(a) of Regulation M -A.

Factors  Not Supportive of the Offerors’  Fairness Determination, page 14

10. We note the disclosure appearing in the sixth bullet point on page 15.  Please make the
entire statement required by Item 1014(d) of Regulation M -A.

Mr. John Stinebaugh
Brookfield Property Group LLC
January 17 , 2014
Page 3
 11. We note the statement that “ The BPY Filing Persons considered the value of BPO in a
sale as a going con cern by taking into account BPO’ s current and anticipated business,
financial conditions, results and operations, prospects and other  forward -looking
matters. ”  Please provide a more complete descri ption of the BPY Filing Person s’
analysis in this area.

Reports, Opinions, Appraisals and Negotiations , page 16

12. Please summarize the individual components of all valuations appearing in Ann ex C.

13. Please disclose all projections that are materially related to the Rule 13e -3 transaction,
including the BPO and BPY projections provided to the financial advisor.

Rule 13e -3, page 20

14. Please advise as to the source of the uncertainty with regard to both the af filiate status of
the Offerors and the applicability of Rule 13e -3 to the transaction.  Alternatively, you
may revise this disclosure  to eliminate that uncertainty .

Conditions  of the Offer , page 65

15. You state in the last paragraph on page 66 that you may assert any condition regardles s of
the circumstances giving rise it, including any action or inaction by the Offerors .  The
tender offer can be subject only to conditions that are not within your control.   As stated
in SEC Release No. 34 -43069 (July 24, 2000), if a condition is within a bidder ’s control,
the Commission believes that the offer is illusory and perhaps a “fraudulent, deceptive or
manipulative” practice within the meaning of Section 14(e).   Please revise.

Lock -Up Agreements, page 84

16. Please disclose the name  of each Locke d-Up Shareholder  and the percentage and amount
of BPO Common Share s owned by each.

Source of Offered Consideration, page 85

17. Please disclose with more specificity  the information required by  Item 1007(d)(1)  and the
second sentence of Item 1007(b)  of Regulation  M-A.

Mr. John Stinebaugh
Brookfield Property Group LLC
January 17 , 2014
Page 4
 Annex C – Valuation s

Engagement of Morgan Stanley , page C -1

18. On page C-2, disclosure states that on December 3, Morgan Stanley delivered a
preliminary valuation analysis and was paid $2 million for doing so .  Each presentation,
discussion, or report held with or presented by an outside part y, whether in draft ,
preliminary  or final form, oral or written, is a separate report that requires a reasonably
detailed description meeting the requirements of Item 1015 of Regulation M -A.  Please
revise your proxy statement to summarize any and all pres entations made by any outside
party and file any written materials as exhibits to the Schedule 13E -3 pursuant to Item 9
of Schedule 13E -3 and Item 1016(c) of Regulation M -A.

Independence of Morgan Stanley , page C -2

19. We note the disclosure in the second  paragraph of this section.  Please disclose all
compensation received or to be received as a result of the relationship between  Morgan
Stanley , its affiliates and/or unaffiliated representa tives, on the one hand, and BPO and its
affiliates, on the other hand , during the past two years.  See Item 1015(b)(4) of
Regulation M -A.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act o f
1934 and all applicab le Exchange Act rules require.  Since the filing persons  are in possession of
all facts relating to their disclosure, they are responsible for the accuracy and adequacy of t he
disclosures they have made.

In responding to our comment s, please provide  a written statement from each filing
person acknowledging that:

 the filing person is responsible for the adequacy and accuracy of the disclosure in the
filing;

 staff comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

 the filing person may not assert staff comments as a defense in any proceeding
initiated by the Commission or any person under the federal securities laws of the
United States.

Mr. John Stinebaugh
Brookfield Property Group LLC
January 17 , 2014
Page 5
 You may contact me at (202) 551 -3503 if you have any questions regarding our
comments .

Sincerely,

/s/ David L. Orlic

David L. Orlic
Special Counsel
Office of Mergers and Acquisitions

cc: Via E-mail
Mile T. Kurta, Esq.
Torys LLP