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

THE SPIN-OFFBackground to and Purpose of the Spin-OffBrookfield’s goal is to establish itself as the asset manager of choice for investors in real estate,infrastructure, power and private equity. In 2007, Brookfield Asset Management established BrookfieldInfrastructure Partners L.P. as its primary entity to own and operate infrastructure assets on a global basis. In2011, Brookfield Asset Management established Brookfield Renewable Energy Partners L.P. as its primaryentity to own and operate renewable power assets on a global basis. Our company will be the primary entitythrough which Brookfield Asset Management owns and operates its commercial property businesses on a globalbasis. Brookfield, through affiliates, manages and is a significant owner of all these entities.BROOKFIELD ASSETMANAGEMENT28% 68% 90% (1) 100%BROOKFIELDINFRASTRUCTUREPARTNERS(infrastructure)(public)BROOKFIELDRENEWABLE ENERGYPARTNERS(renewable power)(public)BROOKFIELDPROPERTY PARTNERS(commercial property)(public)BROOKFIELDPRIVATE EQUITYPARTNERS(private equity)(private)(1) Estimated.In creating our company, Brookfield has contributed substantially all of its commercial propertyoperations into one entity. The spin-off of our units is intended to achieve the following objectives forBrookfield:• Create a company positioned to pay distributions at higher yields than the current dividend yield onthe Class A and Class B limited voting shares of Brookfield Asset Management.• Create a company with significant market capitalization that, together with planned listings on theNYSE and the TSX, will provide an attractive currency to source and execute large-scaletransactions across a wide spectrum of commercial real estate sectors and geographies.• Delineate and emphasize the scale and value of our commercial property operations forshareholders of Brookfield Asset Management.• Provide greater transparency for Brookfield as a global asset manager.Mechanics of the Spin-OffBrookfield Asset Management intends to make a special dividend of % of our units to holders ofits Class A limited voting shares and Class B limited voting shares, pursuant to which holders of Class A limitedvoting shares and Class B limited voting shares of Brookfield Asset Management will be entitled to receive oneof our units for every Class A limited voting shares or Class B limited voting shares held as of the recorddate of the special dividend. Based on approximately 618 million Class A limited voting shares and 85,120 ClassB limited voting shares of Brookfield Asset Management that we expect to be outstanding on the record date forthe spin-off, Brookfield Asset Management intends to make a special dividend of approximately millionunits of our company. Immediately after the spin-off, Brookfield Asset Management will hold approximatelyof our units, or approximately % of our outstanding units.37