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

More documents

Recommendations

Info

Dated: as of 3 January 2012Exhibit 1.2(1) 1648285 Alberta ULC(2) Brookfield Asset Management Inc.LIMITED PARTNERSHIP AGREEMENTIn respect ofBrookfield Income Property Partners L.P.APPLEBY
THIS LIMITED PARTNERSHIP AGREEMENT of Brookfield Income Property Partners L.P. (the “Partnership”) dated as of3 January 2012 is madeBETWEEN:(1) 1648285 Alberta ULC, an unlimited liability corporation formed under the laws of Alberta, having its registered office at Suite800, 400-3rdAvenue SW, Calgary, Alberta, T2P 4H2, Canada (“General Partner”); and(2) Brookfield Asset Management Inc., a corporation formed under the laws of Ontario, having its registered office at 181 BayStreet, Suite 300, Toronto, Ontario, M5J 2TS, Canada (“Initial Limited Partner”).NOW THEREFORE the General Partner and the Initial Limited Partner (collectively, the “Partners”) hereby agree as follows:1. FORMATION.The Partnership is formed pursuant to the Limited Partnerships Act 1883 of Bermuda, Partnership Act 1902 of Bermuda, and theExempted Partnerships Act 1992 of Bermuda (together, the “Partnership Acts”).2. CERTIFICATE OF PARTICULARS OF A LIMITED PARTNERSHIP: CERTIFICATE OF PARTICULARS OF ANEXEMPTED PARTNERSHIP.The General Partner shall file a Certificate of Particulars of a Limited Partnership and a Certificate of Particulars of anExempted Partnership and the Partners shall take such further action as shall be appropriate to comply with all requirement ofthe formation and operation of an exempted limited partnership in Bermuda, and all other jurisdictions where the Partnershipmay elect to do business.3. NAME.The name of the Partnership is “Brookfield Income Property Partners L.P.”. The General Partner shall have the power to changethe name of the Partnership and shall give prompt notice of any such change to each Partner.4. CHARACTER OF BUSINESS.The primary purpose of this Partnership is to: (i) acquire, hold, transfer, sell, dispose of, exchange, vote or otherwise exercise allrights, powers, privileges and other incidents of ownership or possession with respect to securities, investments and otherpartnership property; and (ii) to engage in any other business or activity that now or hereafter may be necessary, incidental,proper, advisable or convenient to accomplish the foregoing purposes and that is not forbidden by the law of the jurisdiction inwhich the Partnership engages in that business. The Partnership may also engage in or participate in any other lawful activitiesin which limited partnerships formed in Bermuda may engage or participate.1
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 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
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
Page 81 and 82:
RetailIFRS Value - RetailThe follow
Page 83 and 84:
The key valuation metrics of our re
Page 85 and 86:
FFO for the three months ended Marc
Page 87 and 88:
Financial Highlights and Performanc
Page 89 and 90:
Equity accounted investments as at
Page 91 and 92:
Operating results - OfficeThe follo
Page 93 and 94:
The results of operations are prima
Page 95 and 96:
etter than expected leasing market
Page 97 and 98:
interests, of $681 million. Discoun
Page 99 and 100:
NOI increased over the periods due
Page 101 and 102:
The key valuation metrics of these
Page 103 and 104:
increase in interest rates on inter
Page 105 and 106:
more stringent environmental laws a
Page 107 and 108:
Other DerivativesThe following othe
Page 109 and 110:
TRZ Holdings; in the event the JV P
Page 111 and 112:
available- for-sale. Estimation of
Page 113 and 114:
The components of NOI for the three
Page 115 and 116:
The following table presents a reco
Page 117 and 118:
• fund those capital expenditures
Page 119 and 120:
Given the small amount of new offic
Page 121 and 122:
The following table presents certai
Page 123 and 124:
nominating and governance committee
Page 125 and 126:
investments and activities or in re
Page 127 and 128:
7.B. RELATED PARTY TRANSACTIONSRELA
Page 129 and 130:
Other ServicesBrookfield may provid
Page 131 and 132:
Partnership. See Item 10.B. “Addi
Page 133 and 134:
connection with a particular transa
Page 135 and 136:
• recommending to the Holding Ent
Page 137 and 138:
• any of the Managers is grossly
Page 139 and 140:
2002 to directors, executives or se
Page 141 and 142:
Nature and PurposeUnder our limited
Page 143 and 144:
Bermuda Limited Partnership Act 188
Page 145 and 146:
In addition, the BPY General Partne
Page 147 and 148:
Withdrawal of the BPY General Partn
Page 149 and 150:
entity or any other holding entity
Page 151 and 152:
• ratified and confirmed all cont
Page 153 and 154:
agreement, a holder of Property Par
Page 155 and 156:
(including, generally, debt owed to
Page 157 and 158:
In addition, pursuant to the Voting
Page 159 and 160:
In addition, the Property GP LP may
Page 161 and 162:
successor general partner will have
Page 163 and 164:
Indemnification; Limitations on Lia
Page 165 and 166:
subject to U.S. federal income taxa
Page 167 and 168:
the Obama administration proposes t
Page 169 and 170:
asis of units owned by you prior to
Page 171 and 172:
consent of the IRS. The Section 754
Page 173 and 174:
Income Exception, we may determine
Page 175 and 176:
generally would constitute debt-fin
Page 177 and 178:
expected income and assets, the BPY
Page 179 and 180:
any particular time (in light of po
Page 181 and 182:
(c)(d)the amount and description of
Page 183 and 184:
Taxation of Canadian Resident Limit
Page 185 and 186:
Canadian Limited Partner and will b
Page 187 and 188:
CFA in respect of which the FAPI wa
Page 189 and 190:
(under Tax Proposals released on Au
Page 191 and 192:
our actual results of operations an
Page 193 and 194:
10.G. STATEMENT BY EXPERTSThe follo
Page 195 and 196:
PART IIITEM 13.DEFAULTS, DIVIDEND A
Page 197 and 198:
SIGNATURESThe registrant hereby cer
Page 199 and 200:
COMMERCIAL PROPERTY OPERATIONS OF B
Page 201 and 202:
Commercial Property Operations of B
Page 203 and 204:
Page 205 and 206:
Page 207 and 208:
The financial statements are prepar
Page 209 and 210:
liabilities are provided for using
Page 211 and 212:
In a net investment hedging relatio
Page 213 and 214:
provided in connection with a lease
Page 215 and 216:
over from IAS 39 the requirements f
Page 217 and 218:
Values are most sensitive to change
Page 219 and 220:
NOTE 7: EQUITY ACCOUNTED INVESTMENT
Page 221 and 222:
Included in other non-current asset
Page 223 and 224:
NOTE 13: CAPITAL SECURITIESCapital
Page 225 and 226:
The major components of income tax
Page 227 and 228:
(b) Property net operating incomeNe
Page 229 and 230:
NOTE 22: CAPITAL MANAGEMENT AND LIQ
Page 231 and 232:
Other derivativesThe following othe
Page 233 and 234:
The following table outlines financ
Page 235 and 236:
NOTE 24: RELATED PARTIESIn the norm
Page 237 and 238:
(US$ Millions) Revenue Net operatin
Page 239 and 240:
Schedule III -Supplemental Schedule
Page 241 and 242:
Page 243 and 244:
Page 245 and 246:
Page 247 and 248:
(b) Adoption of Accounting Standard
Page 249 and 250:
distributed by GGP. The Business su
Page 251 and 252:
NOTE 10: OTHER NON-CURRENT LIABILIT
Page 253 and 254:
(b) Property net operating incomePr
Page 255 and 256:
NOTE 19: RELATED PARTIESIn the norm
Page 257 and 258:
The following summary presents fina
Page 259 and 260:
Report of Independent Registered Ch
Page 261 and 262: BROOKFIELD PROPERTY PARTNERS L.P.NO
Page 263 and 264: Report of Independent Registered Ch
Page 265 and 266: BROOKFIELD PROPERTY PARTNERS LIMITE
Page 267 and 268: TRZ HOLDINGS LLC AND SUBSIDIARIESCo
Page 269 and 270: Independent Auditor’s ReportTo th
Page 271 and 272: TRZ HOLDINGS LLC AND SUBSIDIARIESCO
Page 273 and 274: TRZ HOLDINGS LLC AND SUBSIDIARIESCO
Page 275 and 276: TRZ HOLDINGS LLC AND SUBSIDIARIESNO
Page 277 and 278: the associated lease and any contra
Page 279 and 280: Accounting for Uncertain Tax Positi
Page 281 and 282: 3. REAL ESTATEThe Company’s inves
Page 283 and 284: Statement of Operations Information
Page 285 and 286: Future amortization of these intang
Page 287 and 288: Collateralized Property Loans — P
Page 289 and 290: Subsequent to April 9, 2009, in con
Page 291 and 292: INDEX TO UNAUDITED PRO FORMA FINANC
Page 293 and 294: BROOKFIELD PROPERTY PARTNERS L.P.Un
Page 295 and 296: BROOKFIELD PROPERTY PARTNERS L.P.Un
Page 297 and 298: The company and Brookfield intend f
Page 299 and 300: The unaudited pro forma balance she
Page 301 and 302: (g) Exclusion of Brookfield’s 2%
Page 303 and 304: REF58435NAME OF PARTNERSHIP:CERTIFI
Page 305 and 306: DECLARATIONMade pursuant to The Exe
Page 307 and 308: REF58435BERMUDALimited Partnership
Page 309 and 310: Registration No. 46137BERMUDACERTIF
Page 311: Dated the 8thday of March 2012.THE
Page 315 and 316: 11. TERM: DISSOLUTION: CONTINUATION
Page 317 and 318: 15.2 any certificates or other inst
Page 319 and 320: Exhibit 4.1MASTER PURCHASE AGREEMEN
Page 321 and 322: 2. Covenants to Complete the Reorga
Page 323 and 324: 4.5 Brookfield and BPY will also, d
Page 325 and 326: IN WITNESS WHEREOF the parties here
Page 327 and 328: The Australian Operations are compr
Page 329 and 330: TABLE OF CONTENTSARTICLE 1INTERPRET
Page 331 and 332: MASTER SERVICES AGREEMENTTHIS AGREE
Page 333 and 334: 1.1.15 “Equity Enhancement Distri
Page 335 and 336: 1.1.35 “Permit” means any conse
Page 337 and 338: 1.3.5 any reference to this Agreeme
Page 339 and 340: 2.3 Other ManagersThe Managers may,
Page 341 and 342: 3.2.2 For greater certainty and not
Page 343 and 344: ARTICLE 6INFORMATION AND RECORDS6.1
Page 345 and 346: Recipients elect to pay all or a po
Page 347 and 348: ARTICLE 8BROOKFIELD’S OBLIGATIONB
Page 349 and 350: and against any claims, liabilities
Page 351 and 352: 11.2.1.2 any of the Managers engage
Page 353 and 354: 11.6 Release of Money or other Prop
Page 355 and 356: 12.4.2 if to the Property Partnersh
Page 357 and 358: IN WITNESS WHEREOF the parties have
Page 359 and 360: BROOKFIELD DEVELOPMENTS EUROPELTD.B
Page 361 and 362: BROOKFIELD BPY PROPERTY HOLDINGS II
Page 363 and 364:
6. Governing Law. This Joinder will
Page 365 and 366:
Exhibit 4.4BROOKFIELD ASSET MANAGEM
Page 367 and 368:
BETWEEN:RECITALS:RELATIONSHIP AGREE
Page 369 and 370:
over a majority of the voting inter
Page 371 and 372:
1.3.4 except as otherwise provided
Page 373 and 374:
partners or financial sponsors and
Page 375 and 376:
2.7 ReportingSubject to confidentia
Page 377 and 378:
3.3.4 the execution and delivery of
Page 379 and 380:
ARTICLE 6GENERAL PROVISIONS6.1 Limi
Page 381 and 382:
6.7 Other Holding EntitiesThe parti
Page 383 and 384:
Schedule AIN WITNESS WHEREOF the Ma
Page 385 and 386:
Schedule BIN WITNESS WHEREOF the Ho
Page 387 and 388:
Exhibit 4.5BROOKFIELD ASSET MANAGEM
Page 389 and 390:
THIS AGREEMENT made as of the day
Page 391 and 392:
1.1.17 “FINRA” means Financial
Page 393 and 394:
1.1.39 “U.S. Exchange Act” mean
Page 395 and 396:
Agreement will not operate as a wai
Page 397 and 398:
2.1.5 Priority on Demand Registrati
Page 399 and 400:
(b)follows: (i) first, the securiti
Page 401 and 402:
2.5 Registration ProceduresWhenever
Page 403 and 404:
(g)(h)(i)(j)(k)as practicable there
Page 405 and 406:
(o)(p)(q)(r)(s)(t)(u)cause the Regi
Page 407 and 408:
contained in any Registration State
Page 409 and 410:
fault of the indemnifying party and
Page 411 and 412:
have been delivered by BPY and subs
Page 413 and 414:
IN WITNESS WHEREOF the parties have
Page 415 and 416:
TABLE OF CONTENTSARTICLE 1INTERPRET
Page 417 and 418:
ARTICLE 1INTERPRETATION1.1 Definiti
Page 419 and 420:
1.3.6 in the event that any day on
Page 421 and 422:
2.1.3.3 any plan or proposal for a
Page 423 and 424:
3.2.4 the execution and delivery of
Page 425 and 426:
5.5 NoticesAny notice or other comm
Page 427 and 428:
IN WITNESS WHEREOF the parties have
show all

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

You also want an ePaper? Increase the reach of your titles

Delete template?

Save as template?