UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):

August 13, 2020

Brookfield Property REIT Inc.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (212) 417-7000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2.):

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act or Rule 12b-2 of the Exchange Act.

Emerging growth company  ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨

Brookfield Property REIT Inc. (“BPYU” or the “Company”) announced today the preliminary results of its tender offer (the “Offer”), which expired at 5:00 p.m. (New York City time) on August 12, 2020, to purchase for cash up to 9,166,667 shares of its Class A Stock, par value $0.01 per share (“Class A Stock”), at a price of $12.00 per share, less any applicable withholding taxes (the “Purchase Price”).

Based on the preliminary count by American Stock Transfer & Trust Company, LLC (“AST”), the paying agent and depositary for the Offer, a total of 11,288,997 shares of Class A Stock were properly tendered and not properly withdrawn at the Purchase Price, including 4,884,200 shares of Class A Stock that were tendered through notice of guaranteed delivery.

In accordance with the terms and conditions of the Offer, and based on the preliminary count by AST, BPYU expects to purchase 9,166,667 shares of Class A Stock properly tendered and not properly withdrawn at the Purchase Price, for an aggregate cost of approximately $110 million, excluding fees and expenses relating to the Offer. Based on this preliminary count, the 9,166,667 shares of Class A Stock to be accepted for purchase in the Offer represent approximately 16% of BPYU’s issued and outstanding shares of Class A Stock as of August 12, 2020. Based on these preliminary numbers, BPYU anticipates that, following settlement of the Offer, it will have approximately 47,486,190 shares of Class A Stock outstanding.

Due to the oversubscription of the tender offer, based on the preliminary count described above, BPYU will accept for purchase on a pro rata basis approximately 81.2% of the shares of Class A Stock properly tendered and not properly withdrawn at the Purchase Price by each tendering stockholder (other than “odd lot” holders, whose shares of Class A Stock will be purchased on a priority basis).

The number of shares of Class A Stock to be purchased and proration information are preliminary and subject to change. The preliminary information contained in this Current Report on Form 8-K is subject to confirmation by AST and is based on the assumption that all shares of Class A Stock tendered through notice of guaranteed delivery will be delivered within two business days after the date of receipt by the depositary of the notice of guaranteed delivery. The final number of shares of Class A Stock to be purchased and the final proration information will be announced following completion of the confirmation process, which is expected to occur on August 18, 2020. Payment for the shares of Class A Stock accepted for purchase under the Offer will occur promptly thereafter, in accordance with applicable law.

The press release announcing the preliminary results of the Offer is filed as Exhibit 99.1 to this Current Report on Form 8-K.

(d) Exhibits:

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.