SEC Comment Letter for Brookfield Property Partners L.P. (BPYPM, BPYPN, BPYPO, BPYPP) (CIK 0001545772) (BPYPM) — Sep 5, 2018
Brookfield Property Partners L.P. (BPYPM, BPYPN, BPYPO, BPYPP) (CIK 0001545772)
Date: Sept. 5, 2018 · CIK: 0001545772 · Accession: 0000000000-18-027533
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-224593
Letter
June 15 , 201 8 Via E -Mail Robert W. Downes , Esq. Sullivan & Cromwell LLP 125 Broad Street New York, New York 10004 GGP Inc. and Brookfield Property Partners L.P. Registration Statement on Form S -4 / F-4 Filed June 11 , 2018 File No. 333-224593
Re: GGP Inc. Schedule 13E -3 Amendment No. 1 Filed June 11 , 201 8 by GGP Inc. et. al File No. 005 -85755
Dear Mr. Downes :
We have reviewed the above filings and related response letter and have the following additional comments.
Registration Statement on Form S -4
General
1. We continue to evaluate your response to our prior comment 2 and we may have further comments.
Notice of Special Meeting of Stockholders
2. We note your response to prior comment 4 and note the registrants have unbundled original proposals 2 and 3 into 4 separate proposals. Please advise why the registrants believe that new proposals 2 , 3, 4 and 5 are consistent with the requirements of Exchange Act Rule 14a -4(a)(3) and the guidance set forth in Question 101.02 of the Compliance and Disclosure Interpretations (Regarding Unbundling under Rule 14a -4(a)(3) Generally) (updated 1/24/14) and Question 201.01 of the Compliance and Disclosure Interpretations (Regarding Unbundli ng under Rule 14a -4(a)(3) in the M&A Context) ( updated 10/27/15) . For example, but without limitation, pl ease advise why current proposal 2, relating to the items that follow, does not either contain separate material matters that substantively affect shareholder rights or, at a minimum, contain matters on which shareholders could reasonably be expected to wish to express a view separate from their
Robert W. Downes , Esq. Sullivan & Cromwell LLP June 15 , 2018 Page 2
views on the other charter amendments that are part of this proposal :
the authorization of the issuance and establishment of rights, powers and preferences of 3 classes of stock; the removal of stockholders ’ ability to prohibit the board from amending bylaws that were amended by the stockholders; the permission for holders of two of the newly created classes of stock to take action by consent in lieu of a stockholder meeting ; exclusive forum ; the elimination of provisions that would prohibit GGP/BPR from issuing any clas s of non-voting equity securities under certain circumstances; and amendments to the terms of GGP’s pre -existing series A preferred stock to preserve the conversion right of such stock under its curre nt terms .
Please address these points with respect to the matters found in proposals 3, 4 and 5 as well.
Please direct any questions to me at (202) 551 -3444. You may also contact me via facsimile at (202) 772 -9203. Please send all correspondence to us at the following ZIP code: 20549 -3628.
Sincerely,
/s/ Perry J. Hindin
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June 15 , 201 8 Via E -Mail Robert W. Downes , Esq. Sullivan & Cromwell LLP 125 Broad Street New York, New York 10004 Re: GGP Inc. Schedule 13E -3 Amendment No. 1 Filed June 11 , 201 8 by GGP Inc. et. al File No. 005 -85755 GGP Inc. and Brookfield Property Partners L.P. Registration Statement on Form S -4 / F-4 Filed June 11 , 2018 File No. 333-224593 Dear Mr. Downes : We have reviewed the above filings and related response letter and have the following additional comments. Registration Statement on Form S -4 General 1. We continue to evaluate your response to our prior comment 2 and we may have further comments. Notice of Special Meeting of Stockholders 2. We note your response to prior comment 4 and note the registrants have unbundled original proposals 2 and 3 into 4 separate proposals. Please advise why the registrants believe that new proposals 2 , 3, 4 and 5 are consistent with the requirements of Exchange Act Rule 14a -4(a)(3) and the guidance set forth in Question 101.02 of the Compliance and Disclosure Interpretations (Regarding Unbundling under Rule 14a -4(a)(3) Generally) (updated 1/24/14) and Question 201.01 of the Compliance and Disclosure Interpretations (Regarding Unbundli ng under Rule 14a -4(a)(3) in the M&A Context) ( updated 10/27/15) . For example, but without limitation, pl ease advise why current proposal 2, relating to the items that follow, does not either contain separate material matters that substantively affect shareholder rights or, at a minimum, contain matters on which shareholders could reasonably be expected to wish to express a view separate from their Robert W. Downes , Esq. Sullivan & Cromwell LLP June 15 , 2018 Page 2 views on the other charter amendments that are part of this proposal : the authorization of the issuance and establishment of rights, powers and preferences of 3 classes of stock; the removal of stockholders ’ ability to prohibit the board from amending bylaws that were amended by the stockholders; the permission for holders of two of the newly created classes of stock to take action by consent in lieu of a stockholder meeting ; exclusive forum ; the elimination of provisions that would prohibit GGP/BPR from issuing any clas s of non-voting equity securities under certain circumstances; and amendments to the terms of GGP’s pre -existing series A preferred stock to preserve the conversion right of such stock under its curre nt terms . Please address these points with respect to the matters found in proposals 3, 4 and 5 as well. Please direct any questions to me at (202) 551 -3444. You may also contact me via facsimile at (202) 772 -9203. Please send all correspondence to us at the following ZIP code: 20549 -3628. Sincerely, /s/ Perry J. Hindin Perry J. Hindin Special Counsel Office of Mergers & Acquisitions