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

our actual results of operations and financial condition, the amount of cash that is generated by our operationsand investments, restrictions imposed by the terms of any indebtedness that is incurred to leverage our operationsand investments or to fund liquidity needs, levels of operating and other expenses, contingent liabilities and otherfactors that the BPY General Partner deems relevant.Distributions made by the Property Partnership will be made pro rata with respect to the PropertyPartnership’s limited partnership interests owned by us and those limited partnership interests owned byBrookfield. Our company’s ability to make distributions will also be subject to additional risks and uncertainties,including those set forth in this Form 20-F under Item 3.D. “Key Information — Risk Factors” and Item 5.“Operating and Financial Review and Prospects”. In addition, the BPY General Partner will not be permitted tocause our company to make a distribution if we do not have sufficient cash on hand to make the distribution, ifthe distribution would render our company insolvent or if, in the opinion of the BPY General Partner, thedistribution would leave us with insufficient funds to meet any future or contingent obligations.However, there can be no assurance that we will be able to make distributions in the amounts discussedabove or meet our target growth rate. Our ability to make distributions will depend on several factors, some ofwhich are out of our control, including, among other things, general economic conditions, our results ofoperations and financial condition, the amount of cash that is generated by our operations and investments,restrictions imposed by the terms of any indebtedness that is incurred to finance our operations and investmentsor to fund liquidity needs, levels of operating and other expenses and contingent liabilities. See “Special NoteRegarding Forward Looking Statements”.Distribution Reinvestment PlanFollowing the spin-off, we intend to adopt a distribution reinvestment plan for holders of our unitsresident in Canada. We may in the future expand our distribution reinvestment plan to include holders of ourunits resident in the United States. The following is a summary description of what we expect the principal termsof our company’s distribution reinvestment plan will be. To the extent Brookfield participates in our dividendreinvestment plan and reinvests distributions it receives on our units, it will receive additional units of ourcompany.Pursuant to the distribution reinvestment plan, Canadian holders of our units will be able to elect to havedistributions paid on units held by them automatically reinvested in additional units in accordance with the termsof the plan. Distributions to be reinvested in our units under the distribution reinvestment plan will be reduced bythe amount of any applicable withholding tax.Distributions due to plan participants will be paid to the plan agent, for the benefit of the plan participantsand, if a plan participant has elected to have his or her distributions automatically reinvested, or applied, onbehalf of such plan participant, to the purchase of additional units, such purchases will be made from ourcompany on the distribution date at a price per unit calculated by reference to the volume weighted average ofthe trading price for our units on a stock exchange on which our units are listed for the five trading daysimmediately preceding the date the relevant distribution is paid by our company.As soon as reasonably practicable after each distribution payment date, a statement of account will bemailed to each participant setting out the amount of the relevant cash distribution reinvested, the price of eachunit purchased, the number of units purchased under the distribution reinvestment plan on the distributionpayment date and the total number of units, computed to four decimal places, held for the account of theparticipant under the distribution reinvestment plan (or, in the case of beneficial holders, CDS Clearing andDepository Services Inc., or CDS, will receive such statement on behalf of the beneficial holders participating inthe plan). While our company will not issue fractional units, a plan participant’s entitlement to units purchasedunder the distribution reinvestment plan may include a fraction of a unit and such fractional units shallaccumulate. A cash adjustment for any fractional units will be paid by the plan agent upon the withdrawal from187