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

11. NONCONTROLLING INTERESTRedeemable Preferred Units — On October 5, 2006, the Company, through TRZ Holdings II, authorizedand issued 200 shares of 8% Series G Subordinated Preferred Units (“Series G”) with a par value of $0.001per unit. These units are held by an affiliate of Brookfield Properties. The Series G units are nonvoting andentitled to cumulative dividends at a fixed rate of 8% per annum, redeemable at TRZ Holdings II’s option atany time or from time to time, for cash at a redemption price of $10,000 per unit plus an amount equal to allaccrued and unpaid dividends plus a redemption premium based on a defined redemption period (the“Series G Redemption Price”). During the years ended December 31, 2011 and 2010, the Company paiddividends of $160 and $228 on the Series G units, respectively.12. MEMBERS’ EQUITYAt December 31, 2010 and 2009, the direct ownership interests in the Company held by BPO REIT, FREITand BREP were approximately 14%, 60% and 26%, respectively. The Company did not receive any capitalcontributions or distribute any funds to its members during the year ended December 31, 2010. OnAugust 9, 2011, BREP contributed $1,396,513 to the Company. In connection with the Call Option exercise,a non-monetary distribution with a value of $1,885,690 was made to BREP in the form of indirectownership interests in the BREP Properties in exchange for 100% of the Units held by BREP. Brookfield,through its subsidiaries, initiated a series of transactions on August 4, 2011 and September 9, 2011 toreorganize the ownership of the Units in the Company held by BPO REIT and FREIT. Holdco andSubFREIT received approximately 60% and 40%, respectively, of the total Units held by BPO REIT andFREIT as result of these transactions. On September 9, 2011, Holdco and SubFREIT contributed capital tothe Company of $396,322 and $261,365, respectively. On October 25, 2011, the Company distributed$23,032. The Company is approximately 60% directly owned by Holdco and approximately 40% directlyowned by SubFREIT as of December 31, 2011.13. RELATED-PARTY INFORMATIONPrior to the exercise of the Call Option, the Company paid affiliates of Blackstone a property managementfee for management services provided to the BREP Properties. For the years ended December 31, 2011,2010 and 2009, the Company recognized $2,930, $5,011 and $5,126 in management fee expense payable toBlackstone, respectively. The Blackstone managed properties paid all leasing commissions to independentthird-party brokers.The Company also pays affiliates of Brookfield a property management fee for management servicesprovided to the Brookfield properties. For the years ended December 31, 2011, 2010 and 2009, theCompany recognized $20,047, $18,326 and $19,242 in management fee expense payable to Brookfield,respectively. In addition, the Company pays affiliates of Brookfield a leasing fee for leasing services of theBrookfield managed properties. For the years ended December 31, 2011, 2010 and 2009, the Companyincurred $9,363, $11,339 and $13,401 in leasing fees, respectively. At December 31, 2011 and 2010, theCompany had a payable balance of $36,453 and $35,280, respectively, owed to Brookfield related tomanagement fees, leasing fees and various other related reimbursements.In connection with debt issued by subsidiaries of the Company and BPOP Canada Inc., both shareholders ofTRZ Holdings II (collectively, the “Mezzanine Borrowers”) through to April 9, 2009, totaling $3,100,707 asubsidiary of the Company, TRZ Holdings II, had guaranteed the obligation of the Mezzanine Borrowers. Inconsideration for its guarantee, the Company paid TRZ Holdings II an annual fee equal to 0.10% of theoutstanding principal for the first year with a 0.25% and 0.30% fee for the second and following yearsthereafter, respectively.F-91