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

Brookfield will receive, Brookfield’s aggregate limited partnership interest in our company is currentlyanticipated to be approximately 90% if it exercised its redemption right in full and our company exercised itsright to acquire such interests in exchange for units of our company on the Property Partnership Redemption-Exchange Units redeemed. Brookfield’s total percentage interest in our company would be increased if itparticipates in the Property Partnership’s distribution reinvestment plan.DistributionsDistributions by the Property Partnership will be made in the sole discretion of the Property GP LP.However, the Property GP LP will not be permitted to cause the Property Partnership to make a distribution if theProperty Partnership does not have sufficient cash on hand to make the distribution, the distribution would renderthe Property Partnership insolvent or if, in the opinion of the Property GP LP, the distribution would or mightleave the Property Partnership with insufficient funds to meet any future or contingent obligations, or thedistribution would contravene the Bermuda Limited Partnership Act 1883. For greater certainty, the PropertyPartnership or one or more of the Holding Entities may (but none is obligated to) borrow money in order toobtain sufficient cash to make a distribution.Except as set forth below, prior to the dissolution of the Property Partnership, distributions of availablecash (if any), including cash that has been borrowed for such purpose, in any given quarter will be made by theProperty Partnership as follows, referred to as the Regular Distribution Waterfall:• first, 100% of any available cash to our company until our company has been distributed an amountequal to our expenses and outlays for the quarter properly incurred;• second, to the extent distributions in respect of Redemption-Exchange Units have accrued in previousquarters (as described in the next paragraph), 100% to all the holders of Redemption-Exchange Unitspro rata in proportion to their respective percentage interests (which will be calculated usingRedemption-Exchange Units only) (which distribution will be treated as having been made pursuantto the fourth and fifth provision below, as applicable) of all amounts that have been accrued inprevious quarters and not yet recovered to the holders of Redemption-Exchange Units;• third, 100% of any available cash then remaining to the Property GP LP until an amount equal to0.3125% of the amount by which our company’s total capitalization value exceeds the totalcapitalization value of our company determined immediately following the spin-off has beendistributed to the Property GP LP, provided that for any quarter in which the Property GP LPdetermines that there is insufficient cash to pay this equity enhancement distribution, the Property GPLP may elect to pay all or a portion of this distribution in Redemption-Exchange Units. Thisdistribution for any quarter will be reduced by an amount equal to (i) fees in excess of the basemanagement fee of $12.5 million (plus the amount of any annual escalation by the specified inflationfactor) are payable under our Master Services Agreement in such quarter plus (ii) the proportion ofeach cash payment in relation to such quarter made by an Operating Entity to Brookfield, includingany payment made in the form of a dividend, distribution or other profit entitlement, which theProperty GP LP determines to be comparable to this equity enhancement distribution that isattributable to the amount that a Service Recipient has committed and/or contributed at such time(either as debt or equity) to such Operating Entity (and, in the case of a commitment, as set forth inthe terms of the subscription agreement or other underlying documentation with respect to suchOperating Entity at or prior to such time), provided that the aggregate amount of any such paymentsunder this clause (ii) will not exceed an amount equal to 0.3125% of the amount the Service Recipienthas so committed and/or contributed. The total capitalization value of our company will be equal tothe aggregate of the value of all of our outstanding units and the securities of other Service Recipientsthat are not held by our company, the Property Partnership, the Holding Entities, the operating entitiesor any other direct or indirect subsidiary of a Holding Entity, plus all outstanding third party debt150