FORM 20-F/A Brookfield Property Partners L.P. - Brookfield Asset ...

Our company is not, and does not intend to become, regulated as an investment company under the U.S.Investment Company Act of 1940 (and similar legislation in other jurisdictions) and if our company weredeemed an “investment company” under the U.S. Investment Company Act of 1940, applicable restrictionswould make it impractical for us to operate as contemplated.The U.S. Investment Company Act of 1940 and the rules thereunder (and similar legislation in otherjurisdictions) provide certain protections to investors and impose certain restrictions on companies that areregistered as investment companies. Among other things, such rules limit or prohibit transactions with affiliates,impose limitations on the issuance of debt and equity securities and impose certain governance requirements. Ourcompany has not been and does not intend to become regulated as an investment company and our companyintends to conduct its activities so it will not be deemed to be an investment company under the U.S. InvestmentCompany Act of 1940 (and similar legislation in other jurisdictions). In order to ensure that our company is notdeemed to be an investment company, we may be required to materially restrict or limit the scope of ouroperations or plans, we will be limited in the types of acquisitions that we may make and we may need to modifyour organizational structure or dispose of assets that we would not otherwise dispose of. Moreover, if anythingwere to happen which would potentially cause our company to be deemed an investment company under the U.S.Investment Company Act of 1940, it would be impractical for us to operate as intended, agreements andarrangements between and among us and Brookfield would be impaired and our business, financial condition andresults of operations would be materially adversely affected. Accordingly, we would be required to takeextraordinary steps to address the situation, such as the amendment or termination of our Master ServicesAgreement, the restructuring of our company and the Holding Entities, the amendment of our limited partnershipagreement or the termination of our company, any of which would materially adversely affect the value of ourunits. In addition, if our company were deemed to be an investment company under the U.S. InvestmentCompany Act of 1940, it would be taxable as a corporation for U.S. federal income tax purposes, and suchtreatment would materially adversely affect the value of our units. See Item 10.E. “Additional Information —Taxation — U.S. Tax Considerations — Partnership Status of Our Company and the Property Partnership”.Our company is a “foreign private issuer” under U.S. securities laws and as a result is subject to disclosureobligations different from requirements applicable to U.S. domestic registrants listed on the New York StockExchange, or NYSE.Although our company is subject to the periodic reporting requirement of the U.S. Securities ExchangeAct, as amended, or the Exchange Act, the periodic disclosure required of foreign private issuers under theExchange Act is different from periodic disclosure required of U.S. domestic registrants. Therefore, there may beless publicly available information about us than is regularly published by or about other public companies in theUnited States and our company is exempt from certain other sections of the Exchange Act that U.S. domesticregistrants would otherwise be subject to, including the requirement to provide our unitholders with informationstatements or proxy statements that comply with the Exchange Act. In addition, insiders and large unitholders ofour company will not be obligated to file reports under Section 16 of the Exchange Act and certain of thegovernance rules imposed by the NYSE will be inapplicable to our company.Our company is expected to be an “SEC foreign issuer” under Canadian securities regulations and exemptfrom certain requirements of Canadian securities laws.Although our company will become a reporting issuer in Canada, we expect it will be an “SEC foreignissuer” and exempt from certain Canadian securities laws relating to continuous disclosure obligations and proxysolicitation if our company complies with certain reporting requirements applicable in the United States,provided that the relevant documents filed with the U.S. Securities and Exchange Commission, or the SEC, arefiled in Canada and sent to our company’s unitholders in Canada to the extent and in the manner and within thetime required by applicable U.S. requirements. Therefore, there may be less publicly available information inCanada about us than is regularly published by or about other reporting issuers in Canada.9