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

Transaction AgreementsOur company and Brookfield Asset Management have entered into a master purchase agreement, whichevidences the intent of Brookfield Asset Management to cause the Property Partnership to acquire, through theHolding Entities, substantially all of Brookfield Asset Management’s commercial property operations and ourcompany’s intention to acquire an interest in the Property Partnership through our company’s ownership of theClass A non-voting limited partnership interests in the Property Partnership. Our assets and operations will beacquired from Brookfield pursuant to separate securities purchase agreements and other agreements. Thesetransfer agreements will each contain representations and warranties and related indemnities to us fromBrookfield, including representations and warranties concerning: (i) organization and good standing; (ii) theauthorization, execution, delivery and enforceability of the agreement and all agreements executed in connectiontherewith; and (iii) title to the securities being transferred to us. The transfer agreements will not containrepresentations and warranties or indemnities relating to the underlying assets and operations.A copy of the master purchase agreement will be available electronically on the website of the SEC atwww.sec.gov and our SEDAR profile at www.sedar.com and will be made available to our unitholders asdescribed under Item 10.C. “Additional Information — Material Contracts” and Item 10.H. “Documents onDisplay”.In consideration for causing the Property Partnership to acquire substantially all of Brookfield AssetManagement’s commercial property operations, Brookfield will receive (i) units of our company andRedemption-Exchange Units of the Property Partnership representing, in aggregate, an effective economicinterest in our business of approximately 90%, (ii) $750 million of redeemable preferred shares of one of ourHoldings Entities formed under the laws of the Province of Ontario and (iii) $15 million of preferred shares ofthe other three Holding Entities (or wholly-owned subsidiaries thereof). For a discussion of the terms of thepreferred shares see Item 7.B. “Major Shareholders and Related Party Transactions — Related PartyTransactions — Relationship with Brookfield — Preferred Shares of Certain Holding Entities”.4.B. BUSINESS OVERVIEWOverview of our BusinessOur company is a leading global owner, operator and investor in high quality commercial property. Werecently acquired from Brookfield Asset Management substantially all of its commercial property operations,including its office, retail, multi-family and industrial assets.Our portfolio as of March 31, 2012 included interests in 124 office properties totaling 82 million square feetand 182 retail properties containing approximately 164 million square feet. We also held interests in an18 million square foot office development pipeline and a $350 million retail redevelopment pipeline as furtherdiscussed below. In addition, as of March 31, 2012 we had an expanding multi-family and industrial platformwhich consisted of interests in over 12,400 multi-family units and 3 million square feet of industrial space, andan opportunistic investment platform which consisted of investments in distressed and under-performing realestate assets and businesses and commercial real estate mortgages and mezzanine loans.39