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

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Election to be Treated as a CorporationIf the Property GP LP determines that it is no longer in the Property Partnership’s best interests tocontinue as a partnership for U.S. federal income tax purposes, the Property GP LP may elect to treat theProperty Partnership as an association or as a publicly-traded partnership taxable as a corporation for U.S. federal(and applicable state) income tax purposes.DissolutionThe Property Partnership will dissolve and its affairs will be wound up upon the earlier to occur of: (i) theservice of notice by the Property GP LP, with the approval of a majority of the members of the independentdirectors of the Property General Partner, that in the opinion of the Property GP LP the coming into force of anylaw, regulation or binding authority renders illegal or impracticable the continuation of the Property Partnership;(ii) the election of the Property GP LP if the Property Partnership, as determined by the Property GP LP, isrequired to register as an “investment company” under the U.S. Investment Company Act of 1940 or similarlegislation in other jurisdictions; (iii) the date that the Property GP LP withdraws from the Property Partnership(unless a successor entity becomes the general partner of the Property Partnership as described below under“— Withdrawal of the General Partner”); (iv) the date on which any court of competent jurisdiction enters adecree of judicial dissolution of the Property Partnership or an order to wind-up or liquidate the Property GP LPwithout the appointment of a successor in compliance with the provisions of the Property Partnership’s limitedpartnership agreement that are described below under “— Withdrawal of the General Partner”; and (v) the dateon which the Property GP LP decides to dispose of, or otherwise realize proceeds in respect of, all orsubstantially all of the Property Partnership’s assets in a single transaction or series of transactions.The Property Partnership will be reconstituted and continue without dissolution if within 30 days of thedate of dissolution (and provided that a notice of dissolution with respect to the Property Partnership has not beenfiled with the Bermuda Monetary Authority), a successor general partner executes a transfer deed pursuant towhich the new general partner assumes the rights and undertakes the obligations of the original general partner,but only if the Property Partnership receives an opinion of counsel that the admission of the new general partnerwill not result in the loss of limited liability of any limited partner of the Property Partnership.Withdrawal of the General PartnerThe Property GP LP may withdraw as general partner without first obtaining approval of unitholders bygiving written notice, and that withdrawal will not constitute a violation of the limited partnership agreement.Upon the withdrawal of the Property GP LP, the holders of at least a majority of outstanding units mayselect a successor to that withdrawing general partner. If a successor is not selected, or is selected but an opinionof counsel regarding limited liability, tax matters and the U.S. Investment Company Act of 1940 (and similarlegislation in other jurisdictions) cannot be obtained, the Property Partnership will be dissolved, wound up andliquidated. See “— Dissolution” above.The Property GP LP may not be removed unless that removal is approved by the vote of the holders of atleast 66 2 ⁄3% of the outstanding class of units that are not Redemption-Exchange Units and it receives awithdrawal opinion of counsel regarding limited liability tax matters and the U.S. Investment Company Act of1940 (and similar legislation in other jurisdictions). Any removal of the Property GP LP is also subject to theapproval of a successor general partner by the vote of the holders of a majority of its outstanding units that arenot Redemption-Exchange Units.In the event of (i) the removal of a general partner under circumstances where cause exists, or (ii) thewithdrawal of a general partner as a result of certain events relating to the bankruptcy, insolvency or dissolutionof that general partner, which withdrawal will violate the Property Partnership’s limited partnership agreement, a156
successor general partner will have the option to purchase the general partnership interest of the departinggeneral partner for a cash payment equal to its fair market value. Under all other circumstances where a generalpartner withdraws or is removed by the limited partners, the departing general partner will have the option torequire the successor general partner to purchase the general partnership interest of the departing general partnerfor a cash payment equal to its fair market value. In each case, this fair market value will be determined byagreement between the departing general partner and the successor general partner. If no agreement is reachedwithin 30 days of the general partner’s departure, an independent investment banking firm or other independentexpert selected by the departing general partner and the successor general partner will determine the fair marketvalue. If the departing general partner and the successor general partner cannot agree upon an expert within45 days of the general partner’s departure, then an expert chosen by agreement of the experts selected by each ofthem will determine 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 interests 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 Property GP LP may transfer all or any part of its general partnership interests without first obtainingapproval of any unitholder. As a condition of this transfer, the transferee must: (i) be an affiliate of the BPYGeneral Partner (or the transfer must be made concurrently with a transfer of the general partnership units of ourcompany to an affiliate of the transferee); (ii) agree to assume the rights and duties of the general partner towhose interest that transferee has succeeded; (iii) agree to assume the provisions of the Property Partnership’slimited partnership agreement; and (iv) furnish an opinion of counsel regarding limited liability, tax matters andthe U.S. Investment Company Act of 1940 (and similar legislation in other jurisdictions). Any transfer of thegeneral partnership interest is subject to prior notice to and approval of the relevant Bermuda regulatoryauthorities. At any time, the members of the Property GP LP may sell or transfer all or part of their units in theProperty GP LP without the approval of the unitholders.Transactions with Interested PartiesThe Property GP LP, its affiliates and their respective partners, members, directors, officers, employeesand shareholders, which we refer to as “interested parties”, may become limited partners or beneficiallyinterested in limited partners and may hold, dispose of or otherwise deal with units of the Property Partnershipwith the same rights they would have if the Property GP LP and Property General Partner were not a party to thelimited partnership agreement of the Property Partnership. An interested party will not be liable to account eitherto other interested parties or to the Property Partnership, its partners or any other persons for any profits orbenefits made or derived by or in connection with any such transaction.The limited partnership agreement of the Property Partnership permits an interested party to sellinvestments to, purchase assets from, vest assets in and enter into any contract, arrangement or transaction withour company, the Property Partnership, any of the Holding Entities, any operating entity or any other holdingentity established by the Property Partnership and may be interested in any such contract, transaction orarrangement and shall not be liable to account either to the Property Partnership, any of the Holding Entities, anyoperating entity or any other holding entity established by the Property Partnership or any other person in respectof any such contract, transaction or arrangement, or any benefits or profits made or derived therefrom, by virtueonly of the relationship between the parties concerned, subject to the bye-laws of the Property General Partner.157
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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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etter than expected leasing market
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interests, of $681 million. Discoun
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NOI increased over the periods due
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The key valuation metrics of these
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increase in interest rates on inter
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more stringent environmental laws a
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Other DerivativesThe following othe
Page 109 and 110: TRZ Holdings; in the event the JV P
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Page 113 and 114: The components of NOI for the three
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 125 and 126: investments and activities or in re
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 and 146: In addition, the BPY General Partne
Page 147 and 148: Withdrawal of the BPY General Partn
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: In addition, the Property GP LP may
Page 163 and 164: Indemnification; Limitations on Lia
Page 165 and 166: subject to U.S. federal income taxa
Page 167 and 168: the Obama administration proposes t
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 177 and 178: expected income and assets, the BPY
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
Page 197 and 198: SIGNATURESThe registrant hereby cer
Page 199 and 200: COMMERCIAL PROPERTY OPERATIONS OF B
Page 201 and 202: Commercial Property Operations of B
Page 207 and 208: The financial statements are prepar
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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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Commercial Property Operations of B
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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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