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

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Restrictive covenants in our indebtedness may limit management’s discretion with respect to certain businessmatters.Instruments governing any of our indebtedness or indebtedness of our operating entities or theirsubsidiaries may contain restrictive covenants limiting our discretion with respect to certain business matters.These covenants could place significant restrictions on, among other things, our ability to create liens or otherencumbrances, to make distributions to our unitholders or make certain other payments, investments, loans andguarantees and to sell or otherwise dispose of assets and merge or consolidate with another entity. Thesecovenants could also require us to meet certain financial ratios and financial condition tests. A failure to complywith any such covenants could result in a default which, if not cured or waived, could permit acceleration of therelevant indebtedness.If we are unable to manage our interest rate risk effectively, our cash flows and operating results may suffer.Advances under credit facilities and certain property-level mortgage debt bear interest at a variable rate.We may incur further indebtedness in the future that also bears interest at a variable rate or we may be requiredto refinance our debt at higher rates. In addition, though we attempt to manage interest rate risk, there can be noassurance that we will hedge such exposure effectively or at all in the future. Accordingly, increases in interestrates above that which we anticipate based upon historical trends would adversely affect our cash flows.We face potential adverse effects from tenant defaults, bankruptcies or insolvencies.A commercial tenant may experience a downturn in its business, which could cause the loss of that tenantor weaken its financial condition and result in the tenant’s inability to make rental payments when due or, forretail tenants, a reduction in percentage rent payable. If a tenant defaults, we may experience delays and incurcosts in enforcing our rights as landlord and protecting our investments.We cannot evict a tenant solely because of its bankruptcy. In addition, in certain jurisdictions where weown properties, a court may authorize a tenant to reject and terminate its lease. In such a case, our claim againstthe tenant for unpaid, future rent would be subject to a statutory cap that might be substantially less than theremaining rent owed under the lease. In any event, it is unlikely that a bankrupt or insolvent tenant will pay thefull amount it owes under a lease. The loss of rental payments from tenants and costs of re-leasing wouldadversely affect our cash flows and results of operations. In the case of our retail properties, the bankruptcy orinsolvency of an anchor tenant or tenant with stores at many of our properties would cause us to suffer lowerrevenues and operational difficulties, including difficulties leasing the remainder of the property. Significantexpenses associated with each property, such as mortgage payments, real estate taxes and maintenance costs, aregenerally not reduced when circumstances cause a reduction in income from the property. In the event of asignificant number of lease defaults and/or tenant bankruptcies, our cash flows may not be sufficient to pay cashdistributions to our unitholders and repay maturing debt or other obligations.Reliance on significant tenants could adversely affect our results of operations.Many of our properties are occupied by one or more significant tenants and, therefore, our revenues fromthose properties will be materially dependent on the creditworthiness and financial stability of those tenants. Ourbusiness would be adversely affected if any of those tenants failed to renew certain of their significant leases,became insolvent, declared bankruptcy or otherwise refused to pay rent in a timely fashion or at all. In the eventof a default by one or more significant tenants, we may experience delays in enforcing our rights as landlord andmay incur substantial costs in protecting our investment and re-leasing the property. If a lease of a significanttenant is terminated, it may be difficult, costly and time consuming to attract new tenants and lease the propertyfor the rent previously received.12
Our inability to enter into renewal or new leases with tenants on favorable terms or at all for all or asubstantial portion of space that is subject to expiring leases would adversely affect our cash flows andoperating results.Our properties generate revenue through rental payments made by tenants of the properties. Upon theexpiry of any lease, there can be no assurance that the lease will be renewed or the tenant replaced. The terms ofany renewal or replacement lease may be less favorable to us than the existing lease. We would be adverselyaffected, in particular, if any major tenant ceases to be a tenant and cannot be replaced on similar or better termsor at all. Additionally, we may not be able to lease our properties to an appropriate mix of tenants. Retail tenantsmay negotiate leases containing exclusive rights to sell particular types of merchandise or services within aparticular retail property. When leasing other space after the vacancy of a retail tenant, these provisions may limitthe number and types of prospective tenants for the vacant space.Our competitors may adversely affect our ability to lease our properties which may cause our cash flows andoperating results to suffer.Each segment of the real estate industry is competitive. Numerous other developers, managers andowners of commercial properties compete with us in seeking tenants and, in the case of our multi-familyproperties, there are numerous housing alternatives which compete with our properties in attracting residents.Some of the properties of our competitors may be newer, better located or better capitalized. These competingproperties may have vacancy rates higher than our properties, which may result in their owners being willing tomake space available at lower prices than the space in our properties, particularly if there is an oversupply ofspace available in the market. Competition for tenants could have an adverse effect on our ability to lease ourproperties and on the rents that we may charge or concessions that we must grant. If our competitors adverselyimpact our ability to lease our properties, our cash flows and operating results may suffer.Our ability to realize our strategies and capitalize on our competitive strengths are dependent on theability of our operating entities to effectively operate our large group of commercial properties, maintain goodrelationships with tenants, and remain well-capitalized, and our failure to do any of the foregoing would affectour ability to compete effectively in the markets in which we do business.Our insurance may not cover some potential losses or may not be obtainable at commercially reasonable rates,which could adversely affect our financial condition and results of operations.We maintain insurance on our properties in amounts and with deductibles that we believe are in line withwhat owners of similar properties carry; however, our insurance may not cover some potential losses or may notbe obtainable at commercially reasonable rates in the future.There also are certain types of risks (such as war, environmental contamination such as toxic mold, andlease and other contract claims) which are either uninsurable or not economically insurable. Should anyuninsured or underinsured loss occur, we could lose our investment in, and anticipated profits and cash flowsfrom, one or more properties, and we would continue to be obligated to repay any recourse mortgageindebtedness on such properties.Possible terrorist activity could adversely affect our financial condition and results of operations and ourinsurance may not cover some losses due to terrorism or may not be obtainable at commercially reasonablerates.Possible terrorist attacks in the markets where our properties are located may result in declining economicactivity, which could reduce the demand for space at our properties, reduce the value of our properties and couldharm the demand for goods and services offered by our tenants.Additionally, terrorist activities could directly affect the value of our properties through damage,destruction or loss. Our office portfolio is concentrated in large metropolitan areas, some of which have been or13
Page 1 and 2: UNITED STATESSECURITIES AND EXCHANG
Page 3 and 4: TABLE OF CONTENTSINTRODUCTION AND U
Page 5 and 6: INTRODUCTION AND USE OF CERTAIN TER
Page 7 and 8: Historical Performance and Market D
Page 9 and 10: • the departure of some or all of
Page 11 and 12: (US$ Millions) Mar. 31, 2012 Dec. 3
Page 13 and 14: Our company is not, and does not in
Page 15: Additionally, as part of our strate
Page 19 and 20: The computation of cost reimburseme
Page 21 and 22: management agreement in limited cir
Page 23 and 24: • differences in cultures;• cha
Page 25 and 26: • the same professionals within B
Page 27 and 28: to the agreement. In addition, beca
Page 29 and 30: our company. In particular, our uni
Page 31 and 32: fractional units, without reduction
Page 33 and 34: federal income tax purposes, direct
Page 35 and 36: Under legislation recently enacted
Page 37 and 38: the Property Partnership, income fo
Page 39 and 40: “taxable Canadian property”. Un
Page 41 and 42: THE SPIN-OFFBackground to and Purpo
Page 43 and 44: Transaction AgreementsOur company a
Page 45 and 46: • recognize that superior returns
Page 47 and 48: • Trizec Western Canada - 3.5 mil
Page 49 and 50: As at the dates set out below, we h
Page 51 and 52: Office Property Portfolio (1) Asset
Page 53 and 54: Our strategy is to sign long-term l
Page 55 and 56: Our portfolio also includes, as at
Page 57 and 58: The following table presents the le
Page 59 and 60: properties that we believe have sig
Page 61 and 62: domestic economy and overall low un
Page 63 and 64: Environmental ProtectionWe are comm
Page 65 and 66: consideration for causing the Prope
Page 67 and 68:
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
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TRZ Holdings; in the event the JV P
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available- for-sale. Estimation of
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The components of NOI for the three
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The following table presents a reco
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• fund those capital expenditures
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Given the small amount of new offic
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The following table presents certai
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nominating and governance committee
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investments and activities or in re
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7.B. RELATED PARTY TRANSACTIONSRELA
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Other ServicesBrookfield may provid
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Partnership. See Item 10.B. “Addi
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connection with a particular transa
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• recommending to the Holding Ent
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• any of the Managers is grossly
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2002 to directors, executives or se
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Nature and PurposeUnder our limited
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Bermuda Limited Partnership Act 188
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In addition, the BPY General Partne
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Withdrawal of the BPY General Partn
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entity or any other holding entity
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• ratified and confirmed all cont
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agreement, a holder of Property Par
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(including, generally, debt owed to
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In addition, pursuant to the Voting
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In addition, the Property GP LP may
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successor general partner will have
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Indemnification; Limitations on Lia
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subject to U.S. federal income taxa
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the Obama administration proposes t
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asis of units owned by you prior to
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consent of the IRS. The Section 754
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Income Exception, we may determine
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generally would constitute debt-fin
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expected income and assets, the BPY
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any particular time (in light of po
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(c)(d)the amount and description of
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Taxation of Canadian Resident Limit
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Canadian Limited Partner and will b
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CFA in respect of which the FAPI wa
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(under Tax Proposals released on Au
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our actual results of operations an
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10.G. STATEMENT BY EXPERTSThe follo
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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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Page 243 and 244:
Page 245 and 246:
Page 247 and 248:
(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,
Page 341 and 342:
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
Page 347 and 348:
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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FORM 20-F/A Brookfield Property Partners L.P. - Brookfield Asset ...

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