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

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Take-Over BidsIf, within 120 days after the date of a take-over bid, as defined in the Securities Act (Ontario), the takeoverbid is accepted by holders of not less than 90% of our outstanding units, other than our units held at the dateof the take-over bid by the offeror or any affiliate or associate of the offeror, and the offeror acquires the unitsdeposited or tendered under the take-over bid, the offeror will be entitled to acquire our units not deposited underthe take-over bid on the same terms as the units acquired under the take-over bid.Election to be Treated as a CorporationIf the BPY General Partner determines in its sole discretion that it is no longer in our company’s bestinterests to continue as a partnership for U.S. federal income tax purposes, the BPY General Partner may elect totreat our company as an association or as a publicly-traded partnership taxable as a corporation for U.S. federal(and applicable state) income tax purposes.Termination and DissolutionOur company will terminate upon the earlier to occur of: (i) the date on which all of our company’s assetshave been disposed of or otherwise realized by us and the proceeds of such disposals or realizations have beendistributed to partners; (ii) the service of notice by the BPY General Partner, with the special approval of amajority of its independent directors, that in its opinion the coming into force of any law, regulation or bindingauthority renders illegal or impracticable the continuation of our company; and (iii) at the election of the BPYGeneral Partner, if our company, as determined by the BPY General Partner, is required to register as an“investment company” under the U.S. Investment Company Act of 1940 or similar legislation in otherjurisdictions.Our partnership will be dissolved upon the withdrawal of the BPY General Partner as the general partnerof our partnership (unless a successor entity becomes the general partner as described in the following sentenceor the withdrawal is effected in compliance with the provisions of our limited partnership agreement that aredescribed below under “— Withdrawal of the BPY General Partner”) or the date on which any court ofcompetent jurisdiction enters a decree of judicial dissolution of our partnership or an order to wind-up orliquidate the BPY General Partner without the appointment of a successor in compliance with the provisions ofour limited partnership agreement that are described below under “— Withdrawal of the BPY General Partner”.Our partnership will be reconstituted and continue without dissolution if within 30 days of the date of dissolution(and provided a notice of dissolution has not been filed with the Bermuda Monetary Authority), a successorgeneral partner executes a transfer deed pursuant to which the new general partner assumes the rights andundertakes the obligations of the general partner, but only if our partnership receives an opinion of counsel thatthe admission of the new general partner will not result in the loss of limited liability of any limited partner.Liquidation and Distribution of ProceedsUpon our dissolution, unless our company is continued as a new limited partnership, the liquidatorauthorized to wind-up our company’s affairs will, acting with all of the powers of the BPY General Partner thatthe liquidator deems necessary or appropriate in its judgment, liquidate our company’s assets and apply theproceeds of the liquidation first, to discharge our company’s liabilities as provided in our limited partnershipagreement and by law and thereafter to the partners pro rata according to the percentages of their respectivepartnership interests as of a record date selected by the liquidator. The liquidator may defer liquidation of ourassets for a reasonable period of time or distribute assets to partners in kind if it determines that an immediatesale or distribution of all or some of our company’s assets would be impractical or would cause undue loss to thepartners.142
Withdrawal of the BPY General PartnerThe BPY General Partner may withdraw as the general partner without first obtaining approval of ourunitholders by giving written notice to the other partners, and that withdrawal will not constitute a violation ofour limited partnership agreement.Upon the withdrawal of a general partner, the holders of at least a majority of our units may select asuccessor to that withdrawing general partner. If a successor is not selected, or is selected but an opinion ofcounsel regarding limited liability, tax matters and the U.S. Investment Company Act of 1940 (and similarlegislation in other jurisdictions) cannot be obtained, our company will be dissolved, wound up and liquidated.See “— Termination and Dissolution” above.In the event of the withdrawal of a general partner, where such withdrawal will violate our limitedpartnership agreement, a successor general partner will have the option to purchase the general partnershipinterest of the departing general partner for a cash payment equal to its fair market value. Under all othercircumstances where a general partner withdraws, the departing general partner will have the option to requirethe successor general partner to purchase the general partnership interest of the departing general partner for acash payment equal to its fair market value. In each case, this fair market value will be determined by agreementbetween the departing general partner and the successor general partner. If no agreement is reached within 30days of the general partner’s departure, an independent investment banking firm or other independent expertselected by the departing general partner and the successor general partner will determine the fair market value.If the departing general partner and the successor general partner cannot agree upon an expert within 45 days ofthe general partner’s departure, then an expert chosen by agreement of the experts selected by each of them willdetermine the fair market value.If the option described above is not exercised by either the departing general partner or the successorgeneral partner, the departing general partner’s general partnership interest will automatically convert into unitspursuant to a valuation of those interests as determined by an investment banking firm or other independentexpert selected in the manner described in the preceding paragraph.Transfer of the General Partnership InterestThe BPY General Partner may transfer all or any part of its general partnership interests without firstobtaining approval of any unitholder. As a condition of this transfer, the transferee must: (i) be an affiliate of thegeneral partner of the Property Partnership (or the transfer must be made concurrently with a transfer of thegeneral partnership units of the Property Partnership to an affiliate of the transferee); (ii) agree to assume therights and duties of the BPY General Partner to whose interest that transferee has succeeded; (iii) agree to assumeand be bound by the provisions of our limited partnership agreement; and (iv) furnish an opinion of counselregarding limited liability, tax matters and the U.S. Investment Company Act of 1940 (and similar legislation inother jurisdictions). Any transfer of the general partnership interest is subject to prior notice to and approval ofthe relevant Bermuda regulatory authorities. At any time, the members of the BPY General Partner may sell ortransfer all or part of their shares in the BPY General Partner without the approval of the unitholders.Partnership NameIf the BPY General Partner ceases to be the general partner of our partnership and our new generalpartner is not an affiliate of Brookfield, our company will be required by our limited partnership agreement tochange our name to a name that does not include “Brookfield” and which could not be capable of confusion inany way with such name. Our limited partnership agreement explicitly provides that this obligation shall beenforceable and waivable by the BPY General Partner notwithstanding that it may have ceased to be the generalpartner of our partnership.143
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UNITED STATESSECURITIES AND EXCHANG
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TABLE OF CONTENTSINTRODUCTION AND U
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INTRODUCTION AND USE OF CERTAIN TER
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Historical Performance and Market D
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• the departure of some or all of
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(US$ Millions) Mar. 31, 2012 Dec. 3
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Our company is not, and does not in
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Additionally, as part of our strate
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Our inability to enter into renewal
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The computation of cost reimburseme
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management agreement in limited cir
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• differences in cultures;• cha
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• the same professionals within B
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to the agreement. In addition, beca
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our company. In particular, our uni
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fractional units, without reduction
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federal income tax purposes, direct
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Under legislation recently enacted
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the Property Partnership, income fo
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“taxable Canadian property”. Un
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THE SPIN-OFFBackground to and Purpo
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Transaction AgreementsOur company a
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• recognize that superior returns
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• Trizec Western Canada - 3.5 mil
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As at the dates set out below, we h
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Office Property Portfolio (1) Asset
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Our strategy is to sign long-term l
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Our portfolio also includes, as at
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The following table presents the le
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properties that we believe have sig
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domestic economy and overall low un
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Environmental ProtectionWe are comm
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consideration for causing the Prope
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Operating EntitiesOur business is o
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Multi-Family and Industrial Platfor
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NOI is used as a key indicator of p
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Opportunistic Investmentsopportunit
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First Quarter Performance Highlight
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development sites, we will proceed
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The decrease in equity accounted in
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RetailIFRS Value - RetailThe follow
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The key valuation metrics of our re
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FFO for the three months ended Marc
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Financial Highlights and Performanc
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Equity accounted investments as at
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Operating results - OfficeThe follo
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The results of operations are prima
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Page 97 and 98: interests, of $681 million. Discoun
Page 99 and 100: NOI increased over the periods due
Page 101 and 102: The key valuation metrics of these
Page 103 and 104: increase in interest rates on inter
Page 105 and 106: more stringent environmental laws a
Page 107 and 108: Other DerivativesThe following othe
Page 109 and 110: TRZ Holdings; in the event the JV P
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Page 115 and 116: The following table presents a reco
Page 117 and 118: • fund those capital expenditures
Page 119 and 120: Given the small amount of new offic
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Page 127 and 128: 7.B. RELATED PARTY TRANSACTIONSRELA
Page 129 and 130: Other ServicesBrookfield may provid
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Page 133 and 134: connection with a particular transa
Page 135 and 136: • recommending to the Holding Ent
Page 137 and 138: • any of the Managers is grossly
Page 139 and 140: 2002 to directors, executives or se
Page 141 and 142: Nature and PurposeUnder our limited
Page 143 and 144: Bermuda Limited Partnership Act 188
Page 145: In addition, the BPY General Partne
Page 149 and 150: entity or any other holding entity
Page 151 and 152: • ratified and confirmed all cont
Page 153 and 154: agreement, a holder of Property Par
Page 155 and 156: (including, generally, debt owed to
Page 157 and 158: In addition, pursuant to the Voting
Page 159 and 160: In addition, the Property GP LP may
Page 161 and 162: successor general partner will have
Page 163 and 164: Indemnification; Limitations on Lia
Page 165 and 166: subject to U.S. federal income taxa
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Page 169 and 170: asis of units owned by you prior to
Page 171 and 172: consent of the IRS. The Section 754
Page 173 and 174: Income Exception, we may determine
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Page 179 and 180: any particular time (in light of po
Page 181 and 182: (c)(d)the amount and description of
Page 183 and 184: Taxation of Canadian Resident Limit
Page 185 and 186: Canadian Limited Partner and will b
Page 187 and 188: CFA in respect of which the FAPI wa
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Page 191 and 192: our actual results of operations an
Page 193 and 194: 10.G. STATEMENT BY EXPERTSThe follo
Page 195 and 196: PART IIITEM 13.DEFAULTS, DIVIDEND A
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SIGNATURESThe registrant hereby cer
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COMMERCIAL PROPERTY OPERATIONS OF B
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Commercial Property Operations of B
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The financial statements are prepar
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liabilities are provided for using
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In a net investment hedging relatio
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provided in connection with a lease
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over from IAS 39 the requirements f
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Values are most sensitive to change
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NOTE 7: EQUITY ACCOUNTED INVESTMENT
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Included in other non-current asset
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NOTE 13: CAPITAL SECURITIESCapital
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The major components of income tax
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(b) Property net operating incomeNe
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NOTE 22: CAPITAL MANAGEMENT AND LIQ
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Other derivativesThe following othe
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The following table outlines financ
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NOTE 24: RELATED PARTIESIn the norm
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(US$ Millions) Revenue Net operatin
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Schedule III -Supplemental Schedule
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(b) Adoption of Accounting Standard
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distributed by GGP. The Business su
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NOTE 10: OTHER NON-CURRENT LIABILIT
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(b) Property net operating incomePr
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NOTE 19: RELATED PARTIESIn the norm
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The following summary presents fina
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Report of Independent Registered Ch
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BROOKFIELD PROPERTY PARTNERS L.P.NO
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Report of Independent Registered Ch
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BROOKFIELD PROPERTY PARTNERS LIMITE
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TRZ HOLDINGS LLC AND SUBSIDIARIESCo
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Independent Auditor’s ReportTo th
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TRZ HOLDINGS LLC AND SUBSIDIARIESCO
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TRZ HOLDINGS LLC AND SUBSIDIARIESCO
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TRZ HOLDINGS LLC AND SUBSIDIARIESNO
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the associated lease and any contra
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Accounting for Uncertain Tax Positi
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3. REAL ESTATEThe Company’s inves
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Statement of Operations Information
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Future amortization of these intang
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Collateralized Property Loans — P
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Subsequent to April 9, 2009, in con
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INDEX TO UNAUDITED PRO FORMA FINANC
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BROOKFIELD PROPERTY PARTNERS L.P.Un
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BROOKFIELD PROPERTY PARTNERS L.P.Un
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The company and Brookfield intend f
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The unaudited pro forma balance she
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(g) Exclusion of Brookfield’s 2%
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REF58435NAME OF PARTNERSHIP:CERTIFI
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DECLARATIONMade pursuant to The Exe
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REF58435BERMUDALimited Partnership
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Registration No. 46137BERMUDACERTIF
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Dated the 8thday of March 2012.THE
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THIS LIMITED PARTNERSHIP AGREEMENT
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11. TERM: DISSOLUTION: CONTINUATION
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15.2 any certificates or other inst
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Exhibit 4.1MASTER PURCHASE AGREEMEN
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2. Covenants to Complete the Reorga
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4.5 Brookfield and BPY will also, d
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IN WITNESS WHEREOF the parties here
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The Australian Operations are compr
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TABLE OF CONTENTSARTICLE 1INTERPRET
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MASTER SERVICES AGREEMENTTHIS AGREE
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1.1.15 “Equity Enhancement Distri
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1.1.35 “Permit” means any conse
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1.3.5 any reference to this Agreeme
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2.3 Other ManagersThe Managers may,
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3.2.2 For greater certainty and not
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ARTICLE 6INFORMATION AND RECORDS6.1
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Recipients elect to pay all or a po
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ARTICLE 8BROOKFIELD’S OBLIGATIONB
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and against any claims, liabilities
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11.2.1.2 any of the Managers engage
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11.6 Release of Money or other Prop
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12.4.2 if to the Property Partnersh
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IN WITNESS WHEREOF the parties have
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BROOKFIELD DEVELOPMENTS EUROPELTD.B
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BROOKFIELD BPY PROPERTY HOLDINGS II
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6. Governing Law. This Joinder will
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Exhibit 4.4BROOKFIELD ASSET MANAGEM
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BETWEEN:RECITALS:RELATIONSHIP AGREE
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over a majority of the voting inter
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1.3.4 except as otherwise provided
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partners or financial sponsors and
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2.7 ReportingSubject to confidentia
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3.3.4 the execution and delivery of
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ARTICLE 6GENERAL PROVISIONS6.1 Limi
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6.7 Other Holding EntitiesThe parti
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Schedule AIN WITNESS WHEREOF the Ma
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Schedule BIN WITNESS WHEREOF the Ho
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Exhibit 4.5BROOKFIELD ASSET MANAGEM
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THIS AGREEMENT made as of the day
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1.1.17 “FINRA” means Financial
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1.1.39 “U.S. Exchange Act” mean
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Agreement will not operate as a wai
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2.1.5 Priority on Demand Registrati
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(b)follows: (i) first, the securiti
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2.5 Registration ProceduresWhenever
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(g)(h)(i)(j)(k)as practicable there
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(o)(p)(q)(r)(s)(t)(u)cause the Regi
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contained in any Registration State
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fault of the indemnifying party and
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have been delivered by BPY and subs
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TABLE OF CONTENTSARTICLE 1INTERPRET
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ARTICLE 1INTERPRETATION1.1 Definiti
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1.3.6 in the event that any day on
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2.1.3.3 any plan or proposal for a
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3.2.4 the execution and delivery of
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5.5 NoticesAny notice or other comm
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