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

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• general economic trends and other external factors, including those resulting from war, incidents ofterrorism or responses to such events;• speculation in the press or investment community regarding us or Brookfield or factors or eventsthat may directly or indirectly affect us or Brookfield;• our ability to raise capital on favorable terms; and• a loss of any major funding source.Securities markets in general have experienced extreme volatility that has often been unrelated to theoperating performance of particular companies or partnerships. Any broad market fluctuations may adverselyaffect the trading price of our units.Our units have never been publicly-traded and an active and liquid trading market for our units may notdevelop.Prior to the spin-off, there has not been a market for our units. We cannot predict the extent to whichinvestor interest will lead to the development of an active and liquid trading market for our units or, if such amarket develops, whether it will be maintained. We cannot predict the effects on the price of our units if a liquidand active trading market for our units does not develop. In addition, if such a market does not develop, relativelysmall sales of our units may have a significant negative impact on the price of our units.Our company may issue additional units in the future in lieu of incurring indebtedness which may diluteexisting holders of our units or our company may issue securities that have rights and privileges that are morefavorable than the rights and privileges accorded to holders of our units.Our company may issue additional securities, including units and options, rights, warrants andappreciation rights relating to partnership securities for any purpose and for such consideration and on such termsand conditions as the BPY General Partner may determine. The BPY General Partner’s board of directors will beable to determine the class, designations, preferences, rights, powers and duties of any additional partnershipsecurities, including any rights to share in our company’s profits, losses and distributions, any rights to receivepartnership assets upon a dissolution or liquidation of our company and any redemption, conversion andexchange rights. The BPY General Partner may use such authority to issue additional units, which would diluteexisting holders of our units, or to issue securities with rights and privileges that are more favorable than those ofour units. You will not have any right to consent to or otherwise approve the issuance of any such securities orthe terms on which any such securities may be issued.Future sales or issuances of our units in the public markets, or the perception of such sales, could depress themarket price of our units.The sale or issuance of a substantial number of our units or other equity-related securities in the publicmarkets, or the perception that such sales could occur, could depress the market price of our units and impair ourability to raise capital through the sale of additional equity securities. In addition, Brookfield expects its interestsin the Property Partnership to be reduced over time through mergers, treasury issuances or secondary sales whichcould also depress the market price of our units. We cannot predict the effect that future sales or issuances ofunits, other equity-related securities, or the limited partnership units of the Property Partnership would have onthe market price of our units.Our unitholders do not have a right to vote on partnership matters or to take part in the management of ourcompany.Under our limited partnership agreement, our unitholders are not entitled to vote on matters relating toour company, such as acquisitions, dispositions or financing, or to participate in the management or control of24
our company. In particular, our unitholders do not have the right to remove the BPY General Partner, to cause theBPY General Partner to withdraw from our company, to cause a new general partner to be admitted to ourpartnership, to appoint new directors to the BPY General Partner’s board of directors, to remove existingdirectors from the BPY General Partner’s board of directors or to prevent a change of control of the BPY GeneralPartner. In addition, except as prescribed by applicable laws, our unitholders’ consent rights apply only withrespect to certain amendments to our limited partnership agreement. As a result, unlike holders of common stockof a corporation, our unitholders will not be able to influence the direction of our company, including its policiesand procedures, or to cause a change in its management, even if they are dissatisfied with our performance.Consequently, our unitholders may be deprived of an opportunity to receive a premium for their units in thefuture through a sale of our company and the trading price of our units may be adversely affected by the absenceor a reduction of a takeover premium in the trading price.Our company is a Bermuda exempted limited partnership and it may not be possible for our investors to serveprocess on or enforce U.S. judgments against us.Our company is a Bermuda exempted limited partnership and a substantial portion of our assets arelocated outside the United States. In addition, certain of the directors of the BPY General Partner and certainmembers of the senior management team who will be principally responsible for providing us with managementservices reside outside of the United States. As a result, it may be difficult or impossible for U.S. investors toeffect service of process within the United States upon us or our directors and executive officers, or to enforce,against us or these persons, judgments obtained in the U.S. courts predicated upon the civil liability provisions ofU.S. federal securities laws. We believe that there is doubt as to the enforceability in Bermuda, in original actionsor in actions to enforce judgments of U.S. courts, of claims predicated solely upon U.S. federal securities laws.Risks Relating to TaxationGeneralChanges in tax law and practice may have a material adverse effect on the operations of our company, theHolding Entities, and our operating entities and, as a consequence, the value of our assets and the net amountof distributions payable to our unitholders.Our structure, including the structure of the Holding Entities and our operating entities, is based onprevailing taxation law and practice in the local jurisdictions in which we operate. Any change in tax legislation(including in relation to taxation rates) and practice in these jurisdictions could adversely affect these entities, aswell as the net amount of distributions payable to our unitholders. Taxes and other constraints that would applyto our operating entities in such jurisdictions may not apply to local institutions or other parties, and such partiesmay therefore have a significantly lower effective cost of capital and a corresponding competitive advantage inpursuing acquisitions.Our company’s ability to make distributions depends on it receiving sufficient cash distributions from itsunderlying operations, and we cannot assure unitholders that we will be able to make cash distributions inamounts that are sufficient to fund their tax liabilities.Our Holding Entities and operating entities may be subject to local taxes in each of the relevant territoriesand jurisdictions in which they operate, including taxes on income, profits or gains and withholding taxes. As aresult, our company’s cash available for distribution is indirectly reduced by such taxes, and the post-tax return toour unitholders is similarly reduced by such taxes. We intend for future acquisitions to be assessed on acase-by-case basis and, where possible and commercially viable, structured so as to minimize any adverse taxconsequences to our unitholders as a result of making such acquisitions.In general, a unitholder that is subject to income tax in the United States or Canada must include inincome its allocable share of our company’s items of income, gain, loss, and deduction (including, so long as it is25
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 and 16: Additionally, as part of our strate
Page 17 and 18: Our inability to enter into renewal
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: to the agreement. In addition, beca
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
Page 69 and 70: Multi-Family and Industrial Platfor
Page 71 and 72: NOI is used as a key indicator of p
Page 73 and 74: Opportunistic Investmentsopportunit
Page 75 and 76: First Quarter Performance Highlight
Page 77 and 78: development sites, we will proceed
Page 79 and 80:
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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Page 205 and 206:
Page 207 and 208:
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
Page 425 and 426:
5.5 NoticesAny notice or other comm
Page 427 and 428:
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