8-K

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)

July 27, 2018

GGP INC.

(Exact name of registrant as specified in its charter)

Delaware	1-34948	27-2963337
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

350 N. Orleans St., Suite 300, Chicago, IL 60654

(Address of principal executive offices) (Zip Code)

(312) 960-5000

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

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:

☒ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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.  ☐

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth in Item 5.03 and Item 8.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On July 27, 2018, GGP Inc. (“GGP”) filed a Certificate of Designations, Preferences and Rights of Series B Preferred Stock of GGP Inc. (the “Certificate of Designations”) with the Secretary of State of the State of Delaware to establish the rights, powers, preferences, limitations and other terms of its Series B Preferred Stock (“Series B Preferred Stock”). The Certificate of Designations became effective upon filing, and a copy is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 8.01. Other Events.

As previously announced, on March 26, 2018, GGP and Brookfield Property Partners L.P. (“BPY”) entered into a definitive agreement pursuant to which BPY will acquire all the shares of GGP common stock, par value $0.01 per share, that BPY and its affiliates do not already own through a series of transactions (collectively, the “Transactions”), including, among other things, the exchange of all shares of GGP common stock owned by certain affiliates of BPY and any subsidiary of GGP for Series B Preferred Stock, to be authorized and issued by GGP following receipt of the requisite stockholder approval of the Transactions and on the terms and subject to the conditions set forth in the Merger Agreement (as defined below) and that certain Amended and Restated Class B Stock Exchange Agreement, dated as of June 25, 2018 (the “Class B Exchange”), and the payment of a special dividend payable to certain holders of record of GGP common stock as of the end of trading on the New York Stock Exchange on July 27, 2018 pursuant to the terms of the Merger Agreement (the “Pre-Closing Dividend”).

On July 26, 2018, GGP obtained the requisite stockholder approval of the Transactions at a special meeting of GGP stockholders. Therefore, on July 27, 2018, GGP effected the Class B Exchange by exchanging 407,070,423 shares of GGP common stock owned by certain affiliates of BPY and any subsidiary of GGP into Series B Preferred Stock. The Class B Exchange was effected in reliance on the exemption from securities registration provided by Section 4(a)(2) under the U.S. Securities Act of 1933, as amended (the “Securities Act”), for transactions not involving a public offering. In certain circumstances, each share of Series B Preferred Stock will be automatically, without any action by GGP or any holder, converted into one fully paid and non-assessable share of GGP common stock, without the payment of any accrued and unpaid dividends. A copy of the Certificate of Designations is filed as Exhibit 3.1 to this Current Report on Form 8-K and the description above is qualified in its entirety by reference to the full text of Exhibit 3.1.

The closing of the Transactions remains subject to, among other things, the satisfaction of customary closing conditions and is expected to occur by the end of August of this year.

Also on July 27, 2018, GGP and BPY issued a press release announcing the election deadline for the Pre-Closing Dividend. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

3.1	Certificate of Designations, Preferences and Rights of Series B Preferred Stock of GGP Inc., filed with the Secretary of State of the State of Delaware and effective July 27, 2018.
99.1	Press release issued by GGP Inc. and Brookfield Property Partners L.P., dated July 27, 2018.

Additional Information and Where to Find It

This communication is being made in respect of the proposed transaction contemplated by the Agreement and Plan of Merger, dated as of March 26, 2018 and as amended on June 25, 2018, among BPY, Goldfinch Merger Sub Corp. and GGP (as may be further amended or otherwise modified from time to time in accordance with its terms, the “Merger Agreement”). This communication may be deemed to be solicitation material in respect of the proposed transaction involving BPY and GGP. In connection with the proposed transaction, BPY filed with the SEC a registration statement on Form F-4 (File No.: 333-224594) that includes a prospectus of BPY (the “BPY prospectus”), and GGP filed with the SEC a registration statement on Form S-4 (File No.: 333-224593) that includes a proxy statement/prospectus of GGP (the “GGP proxy

statement/prospectus”). The parties also filed a Rule 13E-3 transaction statement on Schedule 13E-3. The registration statements filed by BPY and GGP were declared effective by the SEC on June 26, 2018 and GGP has mailed the GGP proxy statement/prospectus in definitive form to its stockholders of record as of the close of business on June 22, 2018. Each of BPY and GGP may also file other documents with the SEC regarding the proposed transaction. This communication is not a substitute for the BPY prospectus, the GGP proxy statement/prospectus, the registration statements or any other document which BPY or GGP may file with the SEC. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE ABOVE-REFERENCED AND OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT BPY, GGP, THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and stockholders may obtain free copies of the above-referenced and other documents filed with the SEC by BPY and GGP, when available, through the SEC’s website at http://www.sec.gov. In addition, investors may obtain free copies of the above-referenced and other documents filed with the SEC by BPY, when available, by contacting BPY Investor Relations at bpy.enquiries@brookfield.com or +1 (855) 212-8243 or at BPY’s website at http://bpy.brookfield.com, and may obtain free copies of the above-referenced and other documents filed with the SEC by GGP, when available, by contacting GGP Investor Relations at (312) 960-5000 or at GGP’s website at http://www.ggp.com.

Non-solicitation

This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.

Forward-Looking Statements

This communication contains “forward-looking information” within the meaning of Canadian provincial securities laws and applicable regulations and “forward-looking statements” within the meaning of “safe harbor” provisions of applicable U.S. securities laws, including the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements that are predictive in nature or depend upon or refer to future events or conditions, include statements regarding the expected timing, completion and effects of the proposed transaction, our operations, business, financial condition, expected financial results, performance, prospects, opportunities, priorities, targets, goals, ongoing objectives, strategies and outlook, as well as the outlook for North American and international economies for the current fiscal year and subsequent periods, and include words such as “expects,” “anticipates,” “plans,” “believes,” “estimates,” “seeks,” “intends,” “targets,” “projects,” “forecasts,” “likely,” or negative versions thereof and other similar expressions, or future or conditional verbs such as “may,” “will,” “should,” “would” and “could.”

Although we believe that our anticipated future results, performance or achievements expressed or implied by the forward-looking statements and information are based upon reasonable assumptions and expectations, the reader should not place undue reliance on forward-looking statements and information because they involve known and unknown risks, uncertainties and other factors, many of which are beyond our control, which may cause our actual results, performance or achievements to differ materially from anticipated future results, performance or achievement expressed or implied by such forward-looking statements and information.

Factors that could cause actual results to differ materially from those contemplated or implied by forward-looking statements include, but are not limited to: the occurrence of any event, change or other circumstance that could affect the proposed transaction on the anticipated terms and timing, including the risk that the proposed transaction may not be consummated; risks related to BPY’s ability to integrate GGP’s business into its own and the ability of the combined company to attain expected benefits therefrom; risks incidental to the ownership and operation of real estate properties including local real estate conditions; the impact or unanticipated impact of general economic, political and market factors in the countries in which we do business; the ability to enter into new leases or renew leases on favorable terms; business competition; dependence on tenants’ financial condition; the use of debt to finance our business; the behavior of financial markets, including fluctuations in interest and foreign exchange rates; uncertainties of real estate development or redevelopment; global equity and capital markets and the availability of equity and debt financing and refinancing within these markets; risks relating to our insurance coverage; the possible impact of international conflicts and other developments including terrorist acts; potential environmental liabilities; changes in tax laws and other tax related risks; dependence on management personnel; illiquidity of investments; the ability to complete and effectively integrate other acquisitions into existing

operations and the ability to attain expected benefits therefrom; operational and reputational risks; catastrophic events, such as earthquakes and hurricanes; and other risks and factors detailed from time to time in our documents filed with the securities regulators in Canada and the United States.

We caution that the foregoing list of important factors that may affect future results is not exhaustive. When relying on our forward-looking statements or information, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. Except as required by law, we undertake no obligation to publicly update or revise any forward-looking statements or information, whether written or oral, that may be as a result of new information, future events or otherwise.

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.

GGP INC.
By:	/s/ Stacie L. Herron
	Stacie L. Herron
	Executive Vice President, General Counsel and Secretary

Date: July 27, 2018

EX-3.1

Exhibit 3.1

CERTIFICATE OF DESIGNATIONS,

PREFERENCES AND RIGHTS

OF

SERIES B PREFERRED STOCK OF

GGP INC.

GGP Inc., a Delaware corporation (the “Corporation”), does hereby certify that, pursuant to the authority conferred upon the Board of Directors by the Amended and Restated Certificate of Incorporation of the Corporation, and pursuant to Section 151 of the Delaware General Corporation Law (the “DGCL”), the Board of Directors adopted resolutions (i) authorizing a series of the Corporation’s previously authorized preferred stock, par value $0.01 per share, and (ii) providing for the designations, preferences and relative, participating, optional or other rights, and the qualifications, limitations or restrictions thereof, of Four Hundred Twenty Five Million (425,000,000) shares of Series B Preferred Stock of the Corporation, as follows:

RESOLVED, that the Corporation is hereby authorized to issue up to Four Hundred Twenty Five Million (425,000,000) shares of Series B Preferred Stock, par value $0.01 per share, which shall have the following powers, designations, preferences and other special rights (in addition to those otherwise set forth in the Corporation’s Certificate of Incorporation):

1.    Definitions. The following definitions shall for all purposes, unless otherwise clearly indicated to the contrary, apply to the terms used in this Certificate of Designations.

“Business Day” shall mean any day except a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to close.

“Class B Liquidation Amount” shall have the meaning as provided in Section 5 of this Certificate of Designations.

“Class B Stock” shall have the meaning as provided in Section 2 of this Certificate of Designations.

“Close of Business” shall mean 5:00 p.m., New York City time.

“Commission” shall mean the United States Securities and Exchange Commission.

“Common Stock” shall have the meaning as provided in Section 4 of this Certificate of Designations.

“GGP OP” shall mean GGP Operating Partnership, LP, a Delaware limited partnership, and shall be deemed to refer to all successors thereto, including, without limitation, by operation of law.

“Liquidation Event” shall have the meaning as provided in Section 7 of this Certificate of Designations.

“National Securities Exchange” shall mean an exchange registered with the Commission under Section 6(a) of the Exchange Act, any other domestic exchange, whether or not so registered, or the Toronto Stock Exchange.

“Record Date” shall mean, with respect to any dividend, distribution or other transaction or event in which the holders of Class B Stock have the right to receive any cash, securities, assets or other property, the date fixed for determination of holders of Class B Stock entitled to receive such cash, securities or other property (whether such date is fixed by the Board of Directors or a duly authorized committee thereof, statute, contract or otherwise).

“Series A Preferred Stock” shall mean the 6.375% Series A Cumulative Redeemable Preferred Stock of the Corporation.

“Trading Day” shall mean a day on which trading in the Common Stock generally occurs on a National Securities Exchange or, if the Common Stock is not then listed on a National Securities Exchange, on the principal other market on which the Common Stock is then traded. If the Common Stock is not so listed or traded, “Trading Day” means a “Business Day.”

2.     Designation and Number. The Corporation shall be authorized to issue shares of a series of Preferred Stock designated as “Series B Preferred Stock” (the “Class B Stock”), which shall consist of Four Hundred Twenty Five Million (425,000,000) shares.

3.    Status of Acquired Shares. All shares of Class B Stock redeemed, purchased, exchanged, or otherwise acquired by the Corporation shall be restored to the status of authorized but unissued shares of preferred stock, par value $0.01 per share, of the Corporation.

4.    Ranking. The Class B Stock shall, with respect to dividend rights and rights upon liquidation, dissolution or winding up of the Corporation, rank (i) senior to the common stock, par value $0.01 per share, of the Corporation (the “Common Stock”) and any other class or series of capital stock established by the Corporation in the future, the terms of which specifically provide that such series ranks junior to the Class B Stock as to the payment of dividends and distribution of assets upon the Corporation’s liquidation, dissolution or winding up, (ii) on parity with any series of capital stock that the Corporation may establish in the future the terms of which specifically provide that such series ranks on parity with the Class B Stock with respect to the payment of dividends and distributions of assets upon the Corporation’s liquidation, dissolution or winding up, and (iii) junior to the Series A Preferred Stock and any other series of preferred stock established by the Corporation in the future, the terms of which specifically provide that such series ranks senior to the Class B Stock as to the payment of dividends and distribution of assets upon the Corporation’s liquidation, dissolution or winding up (which establishment shall be subject to Section 9 below).

5.     Dividends. Holders of the then outstanding shares of Class B Stock, subject to the provisions of Section 10 hereof and the prior rights as to dividends of holders of Series A Preferred Stock, shall be entitled to receive cumulative cash dividends (whether or not declared), out of any assets of the Corporation legally available therefor, at the rate of 10.0% per year of the liquidation amount (the “Class B Liquidation Amount”) per share, with such Class B Liquidation Amount per share equal to the last closing price of a share of Common Stock on the New York Stock Exchange on the Trading Day immediately preceding the date that this Certificate of Designations is filed with the Secretary of State of the State of Delaware, which cumulative cash dividends shall begin to accrue on the date that the applicable shares of Class B Stock are issued. Dividends upon the shares of Class B Stock shall only be paid when, as and if declared by the Board of Directors. Dividends on the Class B Stock shall be cumulative and shall be payable (when, as and if declared by the Board of Directors) quarterly in arrears on a date determined by the Board of Directors; provided, however, that the first payment date (when, as and if declared by the Board of Directors) with respect to dividends on the Class B Stock shall be on the date that is the later of (i) January 15, 2019 and (ii) the date on which the Charter Amendment (as defined below) is filed with and accepted by the Secretary of State of Delaware as contemplated by the Merger

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Agreement. Notwithstanding anything herein to the contrary, at the discretion of the Board of Directors, dividends on the Class B Stock may be paid by an in-kind distribution of additional shares of Class B Stock, with a liquidation preference equal to the Class B Liquidation Amount. The Corporation shall pay dividends on the Class B Stock to holders of record as they appear in the stock records at the Close of Business on the applicable Record Date. The record and payment dates for dividends on shares of Class B Stock shall be such dates that the Board of Directors shall designate for the payment of such dividends. Notwithstanding anything to the contrary set forth herein, and except for distributions to the holders of shares of the Class B Stock in shares of Class B Stock and as set forth in Section 10 below, the holders of shares of the Class B Stock, as a separate class, shall not be entitled to receive dividends, redemptions or other distributions (payable in cash, assets, property or Capital Stock of the Corporation or otherwise), and no dividends or distributions on the Class B Stock shall be declared or paid or set apart for payment, and no other transfer or distribution of cash, assets or other property may be declared or made, directly or indirectly, on or with respect to, any shares of Class B Stock for any period, nor shall any shares of Class B Stock be redeemed, purchased or otherwise acquired for any consideration (payable in cash, assets, property or Capital Stock of the Corporation or otherwise), nor shall any funds be paid or made available for a sinking fund for the redemption of such shares of Class B Stock, and no other transfer or distribution of cash, assets or other property may be made, directly or indirectly, on or with respect to any shares of Class B Stock by the Corporation, unless and until the Corporation has paid, with respect to each outstanding share of Series A Preferred Stock, the aggregate amount of any dividend or other distribution due upon such share of Series A Preferred Stock in the then current dividend period and for any prior dividend periods beginning on the date of issuance of such share of Series A Preferred Stock. The Corporation shall not declare dividends, redemptions or other distributions on the Class B Stock, or pay or set apart for payment of dividends, redemptions or other distributions on the Class B Stock, if the terms of any of the agreements of the Corporation, including any agreement relating to the indebtedness of the Corporation, prohibit such a declaration, payment or setting apart for payment or provide that such declaration, payment or setting apart for payment would constitute a breach of or default under such an agreement. Likewise, no dividends, redemptions or other distributions on the Class B Stock shall be declared by the Board of Directors or paid or set apart for payment if such declaration or payment is restricted or prohibited by law. Dividends on the Class B Stock shall accrue and accumulate, however, whether or not the Corporation has earnings, whether or not there are funds legally available for the payment of dividends and whether or not such dividends are declared by the Board of Directors. When full cumulative dividends are not paid (or the Corporation does not set apart a sum sufficient to pay in full cumulative dividends for all past dividend periods and the current dividend period) upon the Class B Stock and the shares of any other class or series of stock of the Corporation ranking on parity as to dividend rights with the Class B Stock, all dividends declared upon the Class B Stock and any other class or series of stock ranking on parity as to dividend rights with the Class B Stock, shall be declared pro rata, so that the ratio of the amount of dividends declared per share of the Class B Stock bearing to that of such other class or series of stock of the Corporation, will in all cases be the same as the ratio of the accumulated dividends per share of the Class B Stock bearing to that of such other class or series of stock (which will not include any accrual or accumulation in respect of unpaid dividends for prior dividend periods if such other class or series of stock does not have a cumulative dividend). No interest shall be payable in respect of any dividend payment on the Class B Stock that may be in arrears. Holders of shares of the Class B Stock shall not be entitled to any dividend or other distribution, whether payable in cash, assets, property, or Capital Stock of the Corporation or otherwise, in each case, if such dividend or distribution would be in excess of the full cumulative dividends on the Class B Stock to which they are entitled. Any dividend payment made on shares of the Class B Stock shall first be credited against the earliest accumulated but unpaid dividend due with respect to such shares that remains payable. For the avoidance of doubt, shares of Class B Stock will not be entitled to receive the Pre-Closing Dividend (as defined in the Merger Agreement).

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6.    Voting.

(a)     Class B Stock. Except as expressly provided herein (including without limitation the last sentence of paragraph (c) of this Section 6), each holder of shares of Class B Stock will be entitled to one (1) vote for each share thereof held at the Record Date for the determination of the stockholders entitled to vote on any matter.

(b)     General. Except as otherwise expressly provided herein or as required by law, the holders of Class B Stock will vote together with the holders of the Common Stock and not as separate classes. Notwithstanding the foregoing and except as set forth in Section 11, the Corporation may not (whether by merger, consolidation or otherwise), without the affirmative vote of holders of at least two-thirds of the outstanding shares of Class B Stock, voting separately as a class, amend, alter or repeal the provisions of this Certificate of Designations so as to materially and adversely affect any right, preference, privilege or voting power of the Class B Stock. Holders of shares of Class B Stock may not vote, whether voting as a single or separate class, to increase the voting power of the Class B Stock, but may, without the vote of holders of the Common Stock, vote to reduce the voting power of the Class B Stock.

(c)     Authorized Shares. The number of authorized shares of Class B Stock may not be increased or decreased except by the affirmative vote of the holders of a majority of the outstanding shares of Class B Stock, voting separately as a class. Notwithstanding the foregoing, in no event shall the authorized number of shares of Class B Stock be less than the number of the then outstanding shares of such Class B Stock.

(d)     Election of Directors. Subject to any rights of the holders of any other series of Preferred Stock to elect directors under specified circumstances, the holders of the outstanding shares of Common Stock and Class B Stock, voting together as a single class, shall be entitled to elect all directors of the Corporation.

7.     Liquidation Rights. Upon any liquidation, dissolution, or winding up of the Corporation or GGP OP, whether voluntary or involuntary (a “Liquidation Event”), subject to the prior rights of holders of all other classes and series of capital stock at the time outstanding having prior rights upon liquidation, before any distribution or payment shall be made to the holders of capital stock ranking junior to the Class B Stock, the holders of Class B Stock shall be entitled to be paid out of the remaining assets of the Corporation legally available for distribution for each share of Class B Stock then held by them, an amount per share of Class B Stock equal to the Class B Liquidation Amount plus all accrued and unpaid dividends on such Class B Stock. If, upon any such Liquidation Event, the assets of the Corporation shall be insufficient to make payment in full to all holders of Class B Stock of the liquidation preference set forth in this Section 7, then such assets (or consideration) shall be distributed among the holders of Class B Stock and any capital stock ranking on parity with the Class B Stock at the time outstanding, ratably in proportion to the full amounts to which they would otherwise be respectively entitled to receive under this Section 7. For the avoidance of doubt, the Charter Amendment (described below) and the transactions contemplated by the Merger Agreement (described below) shall, in each case, not be deemed a Liquidation Event.

8.     No Maturity, Sinking Fund or Mandatory Redemption. The Class B Stock does not have a maturity date, and the Corporation shall not be required to redeem the Class B Stock at any time. The Class B Stock shall not be subject to any sinking fund.

9.     No Preemptive Rights. No holders of the Class B Stock shall, as holders of such stock, have any preemptive rights to purchase or subscribe for Common Stock or any other security of the Corporation.

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10.     Automatic Conversion. In the event that the Agreement and Plan of Merger, dated as of March 26, 2018, by and among Brookfield Property Partners L.P., Goldfinch Merger Sub Corp. and the Corporation, as amended from time to time (the “Merger Agreement”), is terminated in accordance with its terms prior to the time at which the amendment and restatement of the Corporation’s Certificate of Incorporation in substantially the form attached to the Merger Agreement as Exhibit A (the “Charter Amendment”) is filed with and accepted by the Secretary of State of the State of Delaware, then each share of Class B Stock shall be automatically, without action by the Corporation or any holder, converted into one fully paid and non-assessable share of Common Stock, without the payment of any accrued and unpaid dividends.

11.     Charter Amendment. Notwithstanding anything in this Certificate of Designations to the contrary, in the event the Charter Amendment is filed with and accepted by the Secretary of State of Delaware as contemplated by the Merger Agreement, then upon such filing and without the need for any consent or approval or vote of any holder of Class B Stock, each share of Class B Stock shall remain outstanding as a share of Class B Stock; provided, however, following such filing and acceptance of the Charter Amendment, the Class B Stock shall thereafter cease to be governed by the terms of this Certificate of Designation and shall instead have solely the rights, powers, preferences and other terms given to the Class B Stock in the Charter Amendment (including with respect to any payment of unpaid dividends that accrued pursuant to the terms of this Certificate of Designations prior to the filing of the Charter Amendment, which shall be deemed to be accrued and unpaid dividends of the Class B Stock subject to the terms of the Charter Amendment for all purposes thereof and, for the avoidance of doubt, shall be subject to any prior rights or preferences of the Class A Stock defined in the Charter Amendment as provided therein) and this Certificate of Designation shall be of no further effect.

* * * * *

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IN WITNESS WHEREOF, the undersigned Corporation has caused this Certificate to be signed by a duly authorized officer this 27th day of July, 2018

GGP INC.
By:	/s/ Stacie L. Herron
Name:	Stacie L. Herron
Title:	Executive Vice President, General Counsel & Secretary

[Signature Page to Certificate of Designations]

EX-99.1

Exhibit 99.1

BPY AND GGP ANNOUNCE ELECTION DEADLINE FOR GGP COMMON STOCKHOLDERS IN

CONNECTION WITH PENDING TRANSACTION

Deadline for GGP common stockholders to make their elections is

5:00 p.m. (Eastern Time) on August 21, 2018

GGP common stockholders can elect to receive for their shares cash and/or equity, and can further elect to

receive equity in the form of BPR class A stock or BPY units

July 27, 2018 - As previously announced, on March 26, 2018, Brookfield Property Partners L.P. (“BPY”) (NASDAQ: BPY; TSX: BPY.UN) and GGP Inc. (“GGP”) (NYSE: GGP) entered into a definitive agreement pursuant to which BPY has agreed to acquire all of the shares of GGP common stock not already owned by BPY and its affiliates through a series of transactions (collectively, the “Transactions”), including, among other things, the payment of a special dividend (the “Pre-Closing Dividend”). Following the previously announced receipt yesterday of the requisite stockholder approval of the Transactions and the exchange earlier today of all shares of GGP common stock owned by certain affiliates of BPY for series B preferred stock of GGP, GGP today announced that it has declared the Pre-Closing Dividend to the holders of record of GGP common stock (not including restricted GGP common stock and not including any such shares of GGP common stock exchanged by affiliates of BPY for series B preferred stock of GGP) as of the end of trading today on the NYSE.

Election Details

GGP common stockholders entitled to make an election, and who do not wish to be deemed to have made a cash election and an election to receive BPY limited partnership units (“BPY units”) to the extent such holder is entitled to receive any equity due to proration, will need to make two elections for their shares of GGP common stock, subject to proration: (1) an election to receive cash and/or equity and (2) a further election to receive any equity they are entitled to receive either in the form of class A stock of Brookfield Property REIT Inc. (“BPR”) (the surviving corporation following the consummation of the Transactions) or BPY units. GGP will mail an election form to GGP common stockholders who are entitled to receive the Pre-Closing Dividend for purposes of making their elections. GGP common stockholders must return properly completed election forms by no later than 5:00 p.m. (Eastern Time) on August 21, 2018 for their elections to be valid.

Any holder of shares of GGP common stock who is entitled to make an election for which an effective, properly completed election form has not been received by such deadline will be deemed to have made a cash election and will be deemed to have made an election to receive BPY units to the extent such holder is entitled to receive any equity due to proration. Thus, any holder of shares of GGP common stock who wishes to receive a portion of such holder’s Pre-Closing Dividend in class A stock of BPR must make both elections described above and submit a properly completed election form prior to the deadline.

GGP common stock is currently trading, and will continue to trade, on the NYSE with “due bills” attached, through (and including) the payment date for the Pre-Closing Dividend. Holders of GGP common stock as of the record date for the Pre-Closing Dividend who transfer shares of GGP common stock (including the due bill) on the NYSE during this period will still receive the Pre-Closing Dividend in accordance with their elections. However, the transferor of such shares will be obligated to deliver to the transferee, and the transferee will be entitled to receive from the transferor, the default cash election in the Pre-Closing Dividend and BPY units (as opposed to the BPR class A stock) to the extent any equity is entitled to be received due to proration (regardless of any elections that are made by such transferor). The NYSE has confirmed that it will not issue an ex-dividend date with respect to the Pre-Closing Dividend.

BPY and GGP have filed with the U.S. Securities and Exchange Commission (the “SEC”) a post-effective amendment to their previously filed registration statements on Form F-4 and Form S-4 to include the election form as an exhibit. GGP stockholders may obtain free copies of the election form by contacting D.F. King & Co., Inc., BPY’s information agent, toll free via telephone at (800) 290-6424 or by email at GGP@dfking.com or BPY Investor Relations at bpy.enquiries@brookfield.com or +1 (855) 212-8243 or GGP Investor Relations at (312) 960-5000. For more detailed and complete information on the election, please refer to the election form.

Transaction Timing

The closing of the Transactions remains subject to, among other things, the satisfaction of customary closing conditions and is expected to occur by the end of August of this year.

About Brookfield Property Partners L.P.

Brookfield Property Partners is one of the world’s largest commercial real estate companies, with approximately $69 billion in total assets. We are leading owners, operators and investors in commercial real estate, with a diversified portfolio of premier office and retail assets, as well as interests in multifamily, triple net lease, industrial, hospitality, self-storage, student housing and manufactured housing assets. Brookfield Property Partners is listed on the NASDAQ and Toronto stock exchanges. Further information is available at bpy.brookfield.com.

Brookfield Property Partners is the flagship listed real estate company of Brookfield Asset Management, a leading global alternative asset manager with over $285 billion in assets under management.

About GGP Inc.

GGP Inc. is an S&P 500 company focused exclusively on owning, managing, leasing and redeveloping high-quality retail properties throughout the United States. GGP is headquartered in Chicago, Illinois, and publicly traded on the NYSE under the symbol GGP.

Brookfield Contact:

Matthew Cherry

SVP, Investor Relations & Communications

O: (212) 417-7488

M: (917) 209-7343

matthew.cherry@brookfield.com

GGP Inc. Contact:

Kevin Berry

EVP Human Resources & Communications

O: (312) 960-5529

M: (708) 308-5999

kevin.berry@ggp.com

Additional Information and Where to Find It

This communication is being made in respect of the proposed transaction contemplated by the Agreement and Plan of Merger, dated as of March 26, 2018 and as amended on June 25, 2018, among BPY, Goldfinch Merger Sub Corp. and GGP (as may be further amended or otherwise modified from time to time in accordance with

its terms, the “Merger Agreement”). This communication may be deemed to be solicitation material in respect of the proposed transaction involving BPY and GGP. In connection with the proposed transaction, BPY filed with the SEC a registration statement on Form F-4 (File No.: 333-224594) that includes a prospectus of BPY (the “BPY prospectus”), and GGP filed with the SEC a registration statement on Form S-4 (File No.: 333-224593) that includes a proxy statement/prospectus of GGP (the “GGP proxy statement/prospectus”). The parties also filed a Rule 13E-3 transaction statement on Schedule 13E-3. The registration statements filed by BPY and GGP were declared effective by the SEC on June 26, 2018 and GGP has mailed the GGP proxy statement/prospectus in definitive form to its stockholders of record as of the close of business on June 22, 2018. Each of BPY and GGP may also file other documents with the SEC regarding the proposed transaction. This communication is not a substitute for the BPY prospectus, the GGP proxy statement/prospectus, the registration statements or any other document which BPY or GGP may file with the SEC. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE ABOVE-REFERENCED AND OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT BPY, GGP, THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and stockholders may obtain free copies of the above-referenced and other documents filed with the SEC by BPY and GGP, when available, through the SEC’s website at http://www.sec.gov. In addition, investors may obtain free copies of the above-referenced and other documents filed with the SEC by BPY, when available, by contacting BPY Investor Relations at bpy.enquiries@brookfield.com or +1 (855) 212-8243 or at BPY’s website at http://bpy.brookfield.com, and may obtain free copies of the above-referenced and other documents filed with the SEC by GGP, when available, by contacting GGP Investor Relations at (312) 960-5000 or at GGP’s website at http://www.ggp.com.

Non-solicitation

This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.

Forward-Looking Statements

This communication contains “forward-looking information” within the meaning of Canadian provincial securities laws and applicable regulations and “forward-looking statements” within the meaning of “safe harbor” provisions of applicable U.S. securities laws, including the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements that are predictive in nature or depend upon or refer to future events or conditions, include statements regarding the expected timing, completion and effects of the proposed transaction, our operations, business, financial condition, expected financial results, performance, prospects, opportunities, priorities, targets, goals, ongoing objectives, strategies and outlook, as well as the outlook for North American and international economies for the current fiscal year and subsequent periods, and include words such as “expects,” “anticipates,” “plans,” “believes,” “estimates,” “seeks,” “intends,” “targets,” “projects,” “forecasts,” “likely,” or negative versions thereof and other similar expressions, or future or conditional verbs such as “may,” “will,” “should,” “would” and “could.”

Although we believe that our anticipated future results, performance or achievements expressed or implied by the forward-looking statements and information are based upon reasonable assumptions and expectations, the reader should not place undue reliance on forward-looking statements and information because they involve known and unknown risks, uncertainties and other factors, many of which are beyond our control, which may cause our actual results, performance or achievements to differ materially from anticipated future results, performance or achievement expressed or implied by such forward-looking statements and information.

Factors that could cause actual results to differ materially from those contemplated or implied by forward-looking statements include, but are not limited to: the occurrence of any event, change or other circumstance that could affect the proposed transaction on the anticipated terms and timing, including the risk that the

proposed transaction may not be consummated; risks related to BPY’s ability to integrate GGP’s business into its own and the ability of the combined company to attain expected benefits therefrom; risks incidental to the ownership and operation of real estate properties including local real estate conditions; the impact or unanticipated impact of general economic, political and market factors in the countries in which we do business; the ability to enter into new leases or renew leases on favorable terms; business competition; dependence on tenants’ financial condition; the use of debt to finance our business; the behavior of financial markets, including fluctuations in interest and foreign exchange rates; uncertainties of real estate development or redevelopment; global equity and capital markets and the availability of equity and debt financing and refinancing within these markets; risks relating to our insurance coverage; the possible impact of international conflicts and other developments including terrorist acts; potential environmental liabilities; changes in tax laws and other tax related risks; dependence on management personnel; illiquidity of investments; the ability to complete and effectively integrate other acquisitions into existing operations and the ability to attain expected benefits therefrom; operational and reputational risks; catastrophic events, such as earthquakes and hurricanes; and other risks and factors detailed from time to time in our documents filed with the securities regulators in Canada and the United States.

We caution that the foregoing list of important factors that may affect future results is not exhaustive. When relying on our forward-looking statements or information, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. Except as required by law, we undertake no obligation to publicly update or revise any forward-looking statements or information, whether written or oral, that may be as a result of new information, future events or otherwise.