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

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4.C. ORGANIZATIONAL STRUCTUREOrganizational ChartThe chart below represents a simplified summary of our organizational structure. All ownership interestsindicated below are 100% unless otherwise indicated. “GP Interest” denotes a general partnership interest and“LP Interest” denotes a limited partnership interest. Certain subsidiaries through which Brookfield AssetManagement holds units of our company and the Redemption-Exchange Units have been omitted. Each of theHolding Entities and each of the operating entities and intermediate holding companies that are directly orindirectly owned by the Holding Entities and that directly or indirectly hold our real estate assets are not shownon the chart. This chart should be read in conjunction with the explanation of our ownership and organizationalstructure below.Brookfield AssetManagement Inc.(Brookfield AssetManagement)(Ontario)Property General Partner (2)(Bermuda)BPY General Partner(Bermuda)LP Interest %(estimated)GP InterestLP Interest10% (estimated)PublicBrookfieldProperty Partners L.P.(our partnership)(Bermuda)LP Interest (1)% (estimated)LP InterestGP Interest LP Interest (1)90% (estimated)Property GP LP (2)(Bermuda)GP InterestBrookfield PropertyL.P. (2)(PropertyPartnership)(Bermuda)Holding Entities (3)Operating EntitiesOffice (4)Retail (4)Multi-Family & Industrial (4)Opportunistic Investments (4)Brookfield Office Properties Inc. (5) .. 50%Australia (6) …………………….…. 100%Europe……………………………..100%Canary Wharf Group plc…………. 22%General Growth Properties, Inc. (7) .. 21%Rouse Properties, Inc. (8) ………... 37%Brazil Retail Fund…..……….……..35%Australia…………………………..100%Multi-Family (9) ……………….10%-52%Industrial (9) ……. ………….….29%-41%Opportunity Funds (9) …………..... 29%-82%Finance Funds (9) ………………... .13%-33%(1) It is currently anticipated that public holders of our units will own approximately % of our units and Brookfield will ownapproximately % of our units upon completion of the spin-off. In addition, Brookfield will also own Redemption-Exchange Units ofthe Property Partnership that are redeemable for cash or exchangeable for our units in accordance with the Redemption-ExchangeMechanism, which could result in Brookfield owning approximately 90% (as currently anticipated) of the units of our company issuedand outstanding on a fully exchanged basis. On a fully exchanged basis, public holders of our units will own approximately 10% (ascurrently anticipated) of the units of our company issued and outstanding, and Brookfield will not hold any limited partnership units ofthe Property Partnership. These ownership percentages do not reflect the nominal amount of our units that Brookfield AssetManagement will withhold in connection with the satisfaction of Canadian federal and U.S. “backup” withholding tax requirementsfor non-Canadian registered shareholders.(2) Pursuant to the Voting Agreement, Brookfield has agreed that certain voting rights with respect to the Property General Partner,Property GP LP and the Property Partnership will be voted in accordance with the direction of our company.(3) Our company indirectly holds its interests in our operating entities through the Holding Entities, which are entities newly formed inconnection with the spin-off under the laws of the Province of Ontario, the State of Delaware and Bermuda. The Property Partnershipowns all of the common shares or equity interests, as applicable, of the Holding Entities. Brookfield holds $750 million of redeemablepreferred shares of one of our Holdings Entities formed under the laws of the Province of Ontario, which it received as partial60
consideration for causing the Property Partnership to directly acquire substantially all of Brookfield Asset Management’s commercialproperty operations. In addition, Brookfield has subscribed for a total of $15 million of preferred shares of the other three HoldingEntities (or wholly-owned subsidiaries thereof), which preferred shares will be entitled to vote with the common shares of theapplicable Holding Entity. Brookfield will have an aggregate of 1% of the votes to be cast in respect of any such applicable HoldingEntity or subsidiary. See Item 7.B. “Major Shareholders and Related Party Transactions — Related Party Transactions — Relationshipwith Brookfield — Preferred Shares of Certain Holding Entities”.(4) All percentages listed represent our economic interest in the applicable entity or group of assets, which may not be the same as ourvoting interest in those entities and groups of assets. All interests are rounded to the nearest one percent and are calculated as atMarch 31, 2012.(5) Our interest in Brookfield Office Properties is comprised of 49.6% of the outstanding common shares and 97.1% of the outstandingvoting preferred shares. Brookfield Office Properties owns an approximate 83.3% aggregate equity interest in Brookfield CanadaOffice Properties, a Canadian real estate investment trust that is listed on the TSX and the NYSE, and an approximate 84.3% interestin the U.S. Office Fund, which consists of a consortium of institutional investors and which is led and managed by Brookfield OfficeProperties.(6) Our Australian office platform consists of our economic interest in certain of our Australian office properties not held throughBrookfield Office Properties.(7) Our interest in GGP is comprised of an interest in approximately 21% (38% our consortium partners) of the outstanding shares ofcommon stock (assuming the exercise of all outstanding warrants to acquire additional shares of common stock, which warrants were“in-the-money” as at March 31, 2012).(8) Rouse is a newly formed NYSE-listed company that GGP spun-out to its shareholders on January 12, 2012. As at March 31, 2012 wehad interests of approximately 37% (54% with our consortium partners) of the outstanding shares of common stock.(9) Our economic interest set forth above is reflected as a range because our multi-family and industrial and our opportunistic investmentsportfolios are held through a combination of different Brookfield-sponsored private funds in which we hold varying interests.Our CompanyOur company was established on January 3, 2012 as a Bermuda exempted limited partnership registeredunder the Bermuda Limited Partnership Act of 1883, as amended, and the Bermuda Exempted Partnerships Actof 1992, as amended. Our company’s head and registered office is 73 Front Street, 5th Floor, Hamilton HM 12,Bermuda, and our company’s telephone number is +441 294-3304.Prior to the spin-off, we will acquire from Brookfield Asset Management substantially all of itscommercial property operations, including its office, retail, multi-family and industrial assets. We will beBrookfield’s flagship public commercial property entity and the primary entity through which Brookfield AssetManagement owns and operates these businesses on a global basis. We are positioned to take advantage ofBrookfield’s global presence, providing unitholders with the opportunity to benefit from Brookfield’s operatingexperience, execution abilities and global relationships.Property PartnershipOur company’s sole direct investment is a limited partnership interest in the Property Partnership. It iscurrently anticipated that Brookfield will own units of our company and Redemption-Exchange Units of theProperty Partnership that, in aggregate, represent approximately a 90% interest in the Property Partnership andholders of our units other than Brookfield will hold the remaining interest in the Property Partnership.Brookfield’s interest in the Property Partnership includes a 1% general partnership interest held by Property GPLP, a wholly-owned subsidiary of Brookfield Asset Management, which entitles it to receive equity enhancementdistributions and incentive distributions from the Property Partnership. See Item 7.B. “Major Shareholders andRelated Party Transactions — Related Party Transactions — Relationship with Brookfield — EquityEnhancement and Incentive Distributions”.Our ManagersThe Managers, wholly-owned subsidiaries of Brookfield Asset Management, provide management servicesto us pursuant to our Master Services Agreement. The senior management team that is principally responsible forproviding us with management services include many of the same executives that have successfully overseen andgrown Brookfield’s global real estate business, including Richard B. Clark who is Senior Managing Partner andChief Executive Officer of Brookfield Asset Management’s global real estate group.61
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UNITED STATESSECURITIES AND EXCHANG
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TABLE OF CONTENTSINTRODUCTION AND U
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INTRODUCTION AND USE OF CERTAIN TER
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Historical Performance and Market D
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• the departure of some or all of
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(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: Environmental ProtectionWe are comm
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
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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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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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(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,
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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
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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
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5.5 NoticesAny notice or other comm
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