Investing

BPY default option and tax treatment

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  • Aug 20th, 2021 9:39 pm
[OP]
Member
User avatar
Jun 3, 2008
255 posts
266 upvotes
Newmarket

BPY default option and tax treatment

Two questions re: BPY privatization by BAM (Brookfield Asset Management).

1) What is the default option if you don't elect by July 20, 2021?

2) If you rollover into BAM shares, what is the tax treatment? Is it a tax deferred rollover?

Thanks!
19 replies
Deal Addict
Jul 13, 2007
1207 posts
721 upvotes
Toronto
It's Brookfield, none of it makes any sense. Good luck reading the 321 page info document. There are also 9 other documents "incorporated by reference".

1. Default option:
To receive the Cash Consideration as to 50.4678% of such Deposited BPY Units, the BAM Share Consideration as to 41.8104% of such Deposited BPY Units and the New LP Preferred Unit Consideration as to 7.7218% of such Deposited BPY Units (the "Default Consideration") pursuant to the Plan of Arrangement in respect of all BPY Units deposited by such BPY Unitholder.
IE: a mix of half cash, slightly less than half of BAM and an annoyingly small amount of new BPY Preferred units they will create.

2. There are 7 options. 1 of which is a rollover for BAM, another is a non-rollover for BAM. If you want to rollover, beyond choosing the option about it, there will be an additional tax document you have to fill out and send to CRA, a Joint Tax Election (once this is all over, it will be here: https://bpy.brookfield.com/stock-and-di ... nformation but right now just tells you 'check back later', as this transaction isn't even certain yet). BBBBBBUUUUUUUUTTTTTTTTT there's a limit to how many BPY units they'll allow everyone to change into BAM, so it's likely there will be pro-ration. ie: even if you choose BAM shares, you'll get a mix of BAM and cash anyway.

I'm not your lawyer/tax advisor, just what I got out of skimming this dinosaur.

You will likely have to call your broker with your selection. Don't expect a voting slip in the mail.
Jr. Member
User avatar
Sep 5, 2018
199 posts
349 upvotes
The shares are in my TFSA so I assume I can do the no rollover option? =/
(I want as many BAM shares as possible)
Late Cycle Investing
Member
Sep 27, 2012
319 posts
164 upvotes
GVA
Did you guys get a letter to choose option? I didn’t receive anything. How to choose option? I want to choose convert to BAM shares.
Deal Addict
Jul 13, 2007
1207 posts
721 upvotes
Toronto
Ultimate12 wrote: Did you guys get a letter to choose option? I didn’t receive anything. How to choose option? I want to choose convert to BAM shares.
My broker TD has a big PDF under corporate action notices, but I need to call them with my choice.
Deal Addict
Jul 13, 2007
1207 posts
721 upvotes
Toronto
pistilogo wrote: The shares are in my TFSA so I assume I can do the no rollover option? =/
(I want as many BAM shares as possible)
It’s still an option, but I don’t see what it would do. It’s in my Tfsa too and I won’t be choosing rollover because it seems like unnecessary complication.
Member
Sep 27, 2012
319 posts
164 upvotes
GVA
HammerRFDer wrote: My broker TD has a big PDF under corporate action notices, but I need to call them with my choice.
Thanks. I need to check. I did receive a message from TD about ‘corporate voluntary action’ (don’t know for which company but now guess it is for BPY) but didn’t find anything on the website. Guess I need to find where is it on the TDDI.
Deal Addict
Jul 13, 2007
1207 posts
721 upvotes
Toronto
I'm journalling my shares to the US side just to be sure everything works without paying forex.

I'm on the phone with TD, and it seems like my vote _may_ not follow my units after I journal them, so it's safest to journal yourself and call the next business day to put in your vote (if you still have time!).

Or if you've already voted, journal them over, and call in again the next day anyway.

Or maybe this is all for nothing, they're very unclear, but I'm keeping it all in USD side:
Currency Disclaimer: If the payment is denominated in a currency other than that specified by your account at the time instructions are given, we will convert the payment at our then prevailing exchange rate and credit you in the currency of that account. We and/or parties related to us may earn revenue from such transactions.
Last edited by HammerRFDer on Jul 10th, 2021 4:04 am, edited 2 times in total.
Member
Nov 16, 2005
246 posts
10 upvotes
Confused...I have no US account (don't like to have one with this account) and if I opt for convert my PPY.UN, I will have BAM share in US and some cash in US or in CAD ? ... Let say 100 shares of BPY.UN on hand now
1) Cash option, how much will be by default ? in US or in CAD ?
2) Roll over, How many BAM and how cash ? in US or in CAD ?
Someone please helps...
As of today July 9th, BPY.UN share is $23.65 ... how much diff as if I dump the share today vs as option 1) above
Deal Addict
Jul 13, 2007
1207 posts
721 upvotes
Toronto
nice4 wrote: Confused...I have no US account (don't like to have one with this account) and if I opt for convert my PPY.UN, I will have BAM share in US and some cash in US or in CAD ? ... Let say 100 shares of BPY.UN on hand now
1) Cash option, how much will be by default ? in US or in CAD ?
2) Roll over, How many BAM and how cash ? in US or in CAD ?
Someone please helps...
As of today July 9th, BPY.UN share is $23.65 ... how much diff as if I dump the share today vs as option 1) above
Please at least read the 7 options presented to you in the corporate action notice that your broker should have sent to you (probably electronically).
Member
Sep 27, 2012
319 posts
164 upvotes
GVA
I read about the options but didn’t understand completely. I want to convert to BAM shares so my understanding is I should choose ‘option 3’. I am not sure what is the difference between option 3 (roll over) & 4 (no roll over). I guess roll over probably means converted as it is, so no tax consequences. I hold the shares in CAD RRSP so I guess tax does not matter to me and should choose option 3. Is this correct? Do I have to fill any other tax document later as mentioned in one of the post above even if I have shares in RRSP account.

I understand not all shares will be converted to BAM and they may ‘pro-ration’. What will happen to shares which are not converted. Do we have option to take cash or they will do whatever they want on pro-ration basis. By the way just noticed that now you will get 0.4006 share of BAM per BPY instead of 0.3979.
Deal Addict
Jul 13, 2007
1207 posts
721 upvotes
Toronto
Ultimate12 wrote: I read about the options but didn’t understand completely. I want to convert to BAM shares so my understanding is I should choose ‘option 3’. I am not sure what is the difference between option 3 (roll over) & 4 (no roll over). I guess roll over probably means converted as it is, so no tax consequences. I hold the shares in CAD RRSP so I guess tax does not matter to me and should choose option 3. Is this correct? Do I have to fill any other tax document later as mentioned in one of the post above even if I have shares in RRSP account.

I understand not all shares will be converted to BAM and they may ‘pro-ration’. What will happen to shares which are not converted. Do we have option to take cash or they will do whatever they want on pro-ration basis. By the way just noticed that now you will get 0.4006 share of BAM per BPY instead of 0.3979.
In my RSP, I'd choose no rollover to avoid complexity. There's no tax consequences in RSP anyway.

For shares that aren't converted to other BAM, you will probably get cash and maybe Preferred Units from my reading of it. It all depends on what other people choose and nobody can say what will happen. All we know is that it will all add up to 50% cash, 42% BAM and 8% BPY preferred units. If half vote for cash, 42% vote for BAM and 8% vote for BPY preferred units, then everyone will get what they want. If people's votes differs from what they're giving us, then people won't get exactly what they want, like food in a fridge.

The increase to 0.4006 is because BAM gave people 1 share of BAM Reinsurance for every 145 shares of BAM they held, so they bumped up how many BAM we'll get by 1/145 (~0.68%).
Member
Sep 27, 2012
319 posts
164 upvotes
GVA
Thanks Hammer. I will call next week and choose option # 4.
Sr. Member
Oct 1, 2003
819 posts
623 upvotes
Vancouver
I always think I am a bit of an expert at all this stuff, so my ego never lets me ask for help on this forum.

But this time I'm humbly asking someone to clarify this for me.

So, looks like the "Results of Unitholder Elections in Privatization Transaction" are in:

https://www.globenewswire.com/news-rele ... ction.html

And this is what is going to happen based on what you elected.
  • 100% cash election: $18.17 in cash.
  • 100% BAM shares election: approximately $7.69 in cash, 0.2185 BAM shares and 0.0230 BPY preferred units.
  • 100% BPY preferred units election: 0.7268 BPY preferred units.

Here are my questions:

What are the "BPY preferred units"?
How much are they worth? (Is it $25.00? "a BPY preferred unit with a liquidation preference of $25.00 per unit (“BPY preferred units”).")
How do I sell them? Will it be traded on the exchange?

Today BAM closed at 50.69, BPY closed at 18.59

So If you elected to get BAM shares, is this right?

BAM.............50.69 x 0.2185 = .......11.08
Cash..............................................7.69
BPY(Pref)......25.00 x 0.0230=..........0.58
Intrinsic worth of a BPY share?........19.36
(not sure if I used the word "intrinsic" properly)

So that seems like a pretty good deal as BPY is trading at 18.59, is that right?

And it seems the $18.17 is a crappy deal, if you elected that.

And 25.00 x 0.7268 = 18.17 is also a crappy deal if you elected that.

Is there something I am missing?

And am I locked into this now?
It looks like I can still sell or buy BPY units. Is there a sorta "ex-divdend" date?

Thanks
Deal Addict
Jul 13, 2007
1207 posts
721 upvotes
Toronto
doobievibes wrote: I always think I am a bit of an expert at all this stuff, so my ego never lets me ask for help on this forum.

But this time I'm humbly asking someone to clarify this for me.

So, looks like the "Results of Unitholder Elections in Privatization Transaction" are in:

https://www.globenewswire.com/news-rele ... ction.html

And this is what is going to happen based on what you elected.
  • 100% cash election: $18.17 in cash.
  • 100% BAM shares election: approximately $7.69 in cash, 0.2185 BAM shares and 0.0230 BPY preferred units.
  • 100% BPY preferred units election: 0.7268 BPY preferred units.

Here are my questions:

What are the "BPY preferred units"?
How much are they worth? (Is it $25.00? "a BPY preferred unit with a liquidation preference of $25.00 per unit (“BPY preferred units”).")
How do I sell them? Will it be traded on the exchange?

Today BAM closed at 50.69, BPY closed at 18.59

So If you elected to get BAM shares, is this right?

BAM.............50.69 x 0.2185 = .......11.08
Cash..............................................7.69
BPY(Pref)......25.00 x 0.0230=..........0.58
Intrinsic worth of a BPY share?........19.36
(not sure if I used the word "intrinsic" properly)

So that seems like a pretty good deal as BPY is trading at 18.59, is that right?

And it seems the $18.17 is a crappy deal, if you elected that.

And 25.00 x 0.7268 = 18.17 is also a crappy deal if you elected that.

Is there something I am missing?

And am I locked into this now?
It looks like I can still sell or buy BPY units. Is there a sorta "ex-divdend" date?

Thanks
Looks like yesterday was your last chance to buy BPY. No quotes available today for it. I think we’re all locked in now.

The closure of the transaction was published last night:

https://bpy.brookfield.com/press-releas ... -184022474

I did the math and anyone that took the default option will get $18.65 in value based on yesterday’s close. So those of us that did the math and called in to take all BAM got an extra 3.8%.

But of course, BAM has run up a lot. If you sold all your BPY on the day the deal was announced and bought BAM, you’d be up a lot more than us that hung on until the end.

BAM is up 3% today so us BAM takers are already up a bit more then defaulters.

The prefs are brand new.

“ The BPY preferred units (Nasdaq: BPYPM; TSX: BPYP.PR.A) are expected to begin trading on the Nasdaq Stock Market (“Nasdaq”) and the Toronto Stock Exchange (“TSX”) at market open on July 27, 2021.”

https://bpy.brookfield.com/press-releas ... -184022474

They will trade but who knows how they’ll trade. Brookfield estimated they’d be like their other prefs and trade for around $25. I think they might trade a percent or two more based on their other prefs:

https://bpy.brookfield.com/stock-and-di ... rred-units

Just checked and it’s BPYPM we’re getting and it closed today at 25.12 with a lot of volume.
Member
Sep 27, 2012
319 posts
164 upvotes
GVA
It means I will be stuck with small amount of BPYM and not many BAM too and some cash. To begin with I have around 110 shares only. Should have sold before this deal.
Deal Addict
Jul 13, 2007
1207 posts
721 upvotes
Toronto
So what's everyone doing with what they got?

My cash is on the US$ side in TFSA.

I'm going to hold onto the BPYMN. It's not a bad preferred: I figure they'll call it at some point anyway. BAM called their 6.375% preferred, so I can see them calling this 6.25% in no-time. I have so few, it's not worth taking the % hit for selling. If I had $0 commissions, I'd sell. These things usually trade lightly, but nowadays they are heavily traded. 3m traded on Friday, and there's only 20m of them. I guess lots of sellers once they hit people's brokerage accounts.

Going to hold the BAM long-term.

The cash, I have no idea. Might throw it into a TD E-fund and give my head a break for the 30 day lockin. Then I can unwind my other e-series holding that I just messed with.

Maybe an international Vanguard? FB? CNR? One of BAM's subsidiaries that trades at a huge discount to NAV because of BAM's confusing structure? A quick in-and-out merger arbitrage?
[OP]
Member
User avatar
Jun 3, 2008
255 posts
266 upvotes
Newmarket
HammerRFDer wrote: It's Brookfield, none of it makes any sense. Good luck reading the 321 page info document. There are also 9 other documents "incorporated by reference".

1. Default option:



IE: a mix of half cash, slightly less than half of BAM and an annoyingly small amount of new BPY Preferred units they will create.

2. There are 7 options. 1 of which is a rollover for BAM, another is a non-rollover for BAM. If you want to rollover, beyond choosing the option about it, there will be an additional tax document you have to fill out and send to CRA, a Joint Tax Election (once this is all over, it will be here: https://bpy.brookfield.com/stock-and-di ... nformation but right now just tells you 'check back later', as this transaction isn't even certain yet). BBBBBBUUUUUUUUTTTTTTTTT there's a limit to how many BPY units they'll allow everyone to change into BAM, so it's likely there will be pro-ration. ie: even if you choose BAM shares, you'll get a mix of BAM and cash anyway.

I'm not your lawyer/tax advisor, just what I got out of skimming this dinosaur.

You will likely have to call your broker with your selection. Don't expect a voting slip in the mail.
The Joint Tax Election form is still not there ('check back later') but I believe you have until April 30 (personal) to file this form with your taxes. Am I correct?

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