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SEC Company Response from Brookfield Property Partners L.P. (BPYPM, BPYPN, BPYPO, BPYPP) (CIK 0001545772) (BPYPM) — Mar 13, 2013

Brookfield Property Partners L.P. (BPYPM, BPYPN, BPYPO, BPYPP) (CIK 0001545772)
Date: March 13, 2013 · CIK: 0001545772 · Accession: 0001193125-13-104677

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File numbers found in text: 001-35505

Date
March 13, 2013
Author
BROOKFIELD PROPERTY PARTNERS L.P.
Form
CORRESP
Company
Brookfield Property Partners L.P. (BPYPM, BPYPN, BPYPO, BPYPP) (CIK 0001545772)

Letter

Securities and Exchange Commission Division of Corporation Finance Re: Brookfield Property Partners L.P. Registration Statement on Form 20-F File No. 001-35505 March 13, 2013

Dear Ms. Gowetski:

In accordance with Rule 12d1-2 under the Securities Exchange Act of 1934, as amended, Brookfield Property Partners L.P. (the “company”) hereby respectfully requests acceleration of effectiveness of its Registration Statement on Form 20-F, File No. 001-35505 (the “Registration Statement”), to 5:00 P.M., Eastern Standard Time, on March 14, 2013, or as soon thereafter as practicable. The company requests acceleration of effectiveness of the Registration Statement so that the spin-off of units in the company by Brookfield Asset Management Inc. described in the Registration Statement may be effected as soon as practicable.

The company hereby acknowledges that (1) should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective it does not foreclose the Commission from taking any action with respect to the filing; (2) the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and (3) the company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

The company would appreciate it if, as soon as the Registration Statement is declared effective, you would inform Mile T. Kurta at (212) 880-6363.

Sincerely,
BROOKFIELD PROPERTY PARTNERS L.P.

Show Raw Text
CORRESP
1
filename1.htm

CORRESP

 Brookfield Property Partners L.P.

73 Front Street

Hamilton, HM 12, Bermuda

Ms. Jennifer Gowetski

 Securities and
Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, DC 20549-4720

Re:
Brookfield Property Partners L.P.

 Registration Statement on Form 20-F

 File
No. 001-35505

 March 13, 2013

 Dear Ms. Gowetski:

 In accordance with Rule 12d1-2 under the Securities
Exchange Act of 1934, as amended, Brookfield Property Partners L.P. (the “company”) hereby respectfully requests acceleration of effectiveness of its Registration Statement on Form 20-F, File No. 001-35505 (the “Registration
Statement”), to 5:00 P.M., Eastern Standard Time, on March 14, 2013, or as soon thereafter as practicable. The company requests acceleration of effectiveness of the Registration Statement so that the spin-off of units in the company by
Brookfield Asset Management Inc. described in the Registration Statement may be effected as soon as practicable.

 The company
hereby acknowledges that (1) should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective it does not foreclose the Commission from taking any
action with respect to the filing; (2) the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy
of the disclosure in the filing; and (3) the company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United
States.

 The company would appreciate it if, as soon as the Registration Statement is declared effective, you would inform
Mile T. Kurta at (212) 880-6363.

 Sincerely,

BROOKFIELD PROPERTY PARTNERS L.P.

By:

 1648285 Alberta ULC,

its general partner

By:

 /s/ Michelle L. Campbell

Name:

Michelle L. Campbell

Title:

Secretary