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

us from acquiring, a desired property. Acquisition agreements will typically contain conditions to closing,including completion of due diligence to our satisfaction or other conditions that are not within our control,which may not be satisfied. Acquired properties may be located in new markets where we may have limitedknowledge and understanding of the local economy, an absence of business relationships in the area orunfamiliarity with local government and applicable laws and regulations. We may be unable to financeacquisitions on favorable terms or newly acquired properties may fail to perform as expected. We mayunderestimate the costs necessary to bring an acquired property up to standards established for its intendedmarket position or we may be unable to quickly and efficiently integrate new acquisitions into our existingoperations. We may also acquire properties subject to liabilities and without any recourse, or with only limitedrecourse, with respect to unknown liabilities. Each of these factors could have an adverse effect on our results ofoperations and financial condition.We do not control certain of our operating entities, including General Growth Properties, Inc., or GGP andCanary Wharf, and therefore we may not be able to realize some or all of the benefits that we expect to realizefrom those entities.We do not have control of certain of our operating entities, including GGP and Canary Wharf. Ourinterests in those entities subject us to the operating and financial risks of their businesses, the risk that therelevant company may make business, financial or management decisions that we do not agree with, and the riskthat we may have differing objectives than the entities in which we have interests. Because we do not have theability to exercise control over those entities, we may not be able to realize some or all of the benefits that weexpect to realize from those entities. For example, we may not be able to cause such operating entities to makedistributions to us in the amount or at the time that we need or want such distributions. In addition, we rely on theinternal controls and financial reporting controls of the public companies in which we invest and the failure ofsuch companies to maintain effective controls or comply with applicable standards may adversely affect us.We do not have sole control over the properties that we own with co-venturers, partners, fund investors orco-tenants or over the revenues and certain decisions associated with those properties, which may limit ourflexibility with respect to these investments.We participate in joint ventures, partnerships, funds and co-tenancies affecting many of our properties.Such investments involve risks not present were a third party not involved, including the possibility that ourco-venturers, partners, fund investors or co-tenants might become bankrupt or otherwise fail to fund their shareof required capital contributions. The bankruptcy of one of our co-venturers, partners, fund investors orco-tenants could materially and adversely affect the relevant property or properties. Pursuant to bankruptcy laws,we could be precluded from taking some actions affecting the estate of the other investor without prior courtapproval which would, in most cases, entail prior notice to other parties and a hearing. At a minimum, therequirement to obtain court approval may delay the actions we would or might want to take. If the relevant jointventure or other investment entity has incurred recourse obligations, the discharge in bankruptcy of one of theother investors might result in our ultimate liability for a greater portion of those obligations than wouldotherwise be required.Additionally, our co-venturers, partners, fund investors or co-tenants might at any time have economic orother business interests or goals which are inconsistent with those of our company, and we could becomeengaged in a dispute with any of them that might affect our ability to develop or operate a property. In addition,we do not have sole control of certain major decisions relating to these properties, including decisions relating to:the sale of the properties; refinancing; timing and amount of distributions of cash from such properties; andcapital improvements.In some instances where we are the property manager for a joint venture, the joint venture retains jointapproval rights over various material matters such as the budget for the property, specific leases and our leasingplan. Moreover, in certain property management arrangements the other venturer can terminate the property16