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

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