Odd Lot Index

Brookfield Property REIT Inc.

Odd lots go first

Read automatically from the filing
In a Dutch auction, tendering too high can cost you the priority. The company picks the lowest price that buys the shares it wants, and everyone at or below that price gets it. Tender above it and your shares come back unpurchased — and because you are not in the accepted pool at all, the odd-lot priority never applies. Most offers have a box meaning "accept whatever price is determined", which keeps you in the pool; the trade-off is that you give up any say in the price. The filing explains both.
StatusClosed
Closing date2019-03-25
How it is pricedDutch auction
Odd-lot thresholdFewer than 100 shares
Must tender everything you holdNot stated
Must tick the odd-lot box on the formYes
Price offeredUSD $21.00 per share
Most an odd-lot tender could be$2,079.00

Where each of these comes from

Every line above was read out of the filing. Here is the wording it was read from, so you can check it.

election_required = True...o proration? If you own, beneficially or of record, fewer than 100 shares of Class A Stock in the aggregate, you properly tender and do not properly withdraw all of these shares of Class A Stock at or below the Purchase Price prior to the Expiration Date, you complete the section entitled "Odd Lots" in the Letter of Transmittal or an Agent's Message (as defined below), and if applicable, in the Notice of Guaranteed Delivery, and all conditions to the Offer are satisfied or waived, we will purchase all of your shares of Class A Stock without subjecting them to proration (unless the aggregate purchase price for all shares validly tendered and not validly withdraw...
expiry = 2019-03-25...REIT Inc. of Up to $95,000,000 in Value of Shares of its Class A Stock At a Purchase Price of Not Greater Than $21.00 Nor Less Than $19.00 Per Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON MARCH 25, 2019, UNLESS THE OFFER IS EXTENDED OR WITHDRAWN (SUCH TIME AND DATE, AS THEY MAY BE EXTENDED, THE "EXPIRATION DATE"). Brookfield Property REIT Inc., a Delaware corporation that has elected to be taxed as a real estate investment trust (a "REIT"...
listed = True...ollow the procedures, including choosing the price or prices at which you wish to tender your shares of Class A Stock, described in this Offer to Purchase, the Letter of Transmittal and the other documents related to the Offer. The Class A Stock is listed and traded on the NASDAQ Stock Market Inc.'s Global Select Market ("NASDAQ") under the symbol "BPR". On February 6, 2019, the last full trading day before we announced the Offer, the last reported sale price of our Class A Stock on NASDAQ was $18.69 per share. You should obtain current market quotations for the Class A Stock before deciding whether and at what p...
mechanism = DUTCH...f such holder's shares if they are tendered and accepted for payment pursuant to the Offer. What will be the purchase price for the shares of Class A Stock and what will be the form of payment? We are conducting the Offer through a procedure commonly called a modified "Dutch auction". This procedure allows a stockholder to select the price within a price range specified by us at which such stockholder is willing to sell its shares of Class A Stock to us. Accordingly, we are offering to purchase for cash up to $95,000,000 in value of shares of our Class A Stock, par value $0.01 per share (the "Class A Stock"), at a p...
price = USD 21.0...d with DTC by the participant who delivered the shares of Class A Stock. On January 31, 2019, there were 103,723,170 shares of Class A Stock issued and outstanding. At the maximum Purchase Price of $21.00 per share of Class A Stock, we could purchase 4,523,809 shares of Class A Stock if the Offer is fully subscribed, which would represent approximately 4.36% of our issued and outstanding shares of Class A Stock as of January 31, 2...
priority = True...e, we will, on the terms and subject to the conditions described in the Offer, determine a single price per share of Class A Stock (the "Purchase Price"), which will be not greater than $21.00 nor less than $19.00 per share of Class A Stock, that we will pay, subject to "odd lot" priority and proration, for shares of Class A Stock properly tendered in the Offer and not properly withdrawn, and accepted for payment, taking into account the number of shares of Class A Stock tendered pursuant to the Offer and the prices specified by the tendering stockholders. The Purchase Price will be the lowest price per share of Class A S...
threshold = 100...ondition, none of those shares of Class A Stock will be purchased. Odd Lots. The term "Odd Lots" means all shares of Class A Stock properly tendered prior to the Expiration Date at prices at or below the Purchase Price and not properly withdrawn by any person who owned, beneficially or of record, a total of fewer than 100 shares of Class A Stock and so certified in the appropriate place on the Letter of Transmittal, or an Agent's Message (as defined below) in lieu of the Letter of Transmittal, and, if applicable, on the Notice of Guaranteed Delivery (an "Odd Lot Holder"). To qualify for this preference, an Odd Lot Holder must tender all shares of Class A Stock o...
txn_type = TENDER_OFFEREX-99.(A)(1)(A) 2 a2237690zex-99_a1a.htm EX-99.(A)(1)(A) QuickLinks -- Click here to rapidly navigate through this document Exhibit (a)(1)(A) Offer to Purchase for Cash by Brookfield Property REIT Inc. of Up to $95,000,000 in Value of Shares of its Class A Stock At a Purchase Price of Not Greater Than $21.00 Nor Less Than $19.00 Per Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON MARCH 25, 2019, UNLESS THE OFFER IS EXTENDED OR WITHDRAWN (...

The filings

FiledFormRoleOn EDGAR
2019-02-11SC TO-Ioriginal (governing)View