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

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The BPY General PartnerThe BPY General Partner, a wholly-owned subsidiary of Brookfield Asset Management, has soleauthority for the management and control of our company. Holders of our units, in their capacities as such, maynot take part in the management or control of the activities and affairs of our company and do not have any rightor authority to act for or to bind our company or to take part or interfere in the conduct or management of ourcompany. See Item 10.B. “Additional Information — Memorandum and Articles of Association — Descriptionof Our Units and Our Limited Partnership Agreement”.Property GP LP and Property General PartnerThe Property GP LP serves as the general partner of the Property Partnership and has sole authority forthe management and control of the Property Partnership. The general partner of Property GP LP is the PropertyGeneral Partner, a corporation owned indirectly by Brookfield Asset Management but controlled by ourcompany, through the BPY General Partner, pursuant to the Voting Agreement. Property GP LP will be entitledto receive equity enhancement distributions and incentive distributions from the Property Partnership as a resultof its ownership of the general partnership interests of the Property Partnership. See Item 7.B. “MajorShareholders and Related Party Transactions — Related Party Transactions”.Holding EntitiesOur company indirectly holds its interests in our operating entities through the Holding Entities, whichare newly formed entities. The Property Partnership owns all of the common shares or equity interests, asapplicable, of the Holding Entities. Brookfield holds $750 million of redeemable preferred shares of one of ourHoldings Entities, which it received as partial consideration for causing the Property Partnership to directlyacquire substantially all of Brookfield Asset Management’s commercial property operations. Brookfield hassubscribed for a total of $15 million of preferred shares of the other three Holding Entities (or wholly-ownedsubsidiaries thereof). See Item 7.B. “Major Shareholders and Related Party Transactions — Related PartyTransactions — Relationship with Brookfield — Preferred Shares of Certain Holding Entities”.62
Operating EntitiesOur business is organized in four operating platforms: office, retail, multi-family and industrial, andopportunistic investment. The capital invested in these operating platforms is through a combination of: directinvestment; investments in asset level partnerships or joint venture arrangements; sponsorship and participation inprivate equity funds; and the ownership of shares in other public companies. Combining both publicly-listed andprivate institutional capital provides a competitive advantage in flexibility and access to capital to fund growth. Asat the dates set out below, we held our commercial property operations through our interests in the entities andgroups of assets set out below.Operations March 31, 2012 December 31, 2011 December 31, 2010 December 31, 2009OfficeBrookfield Office Properties Inc. (1) 50% 50% 50% 50%Australia (2) 100% 100% 100% 100%Europe 100% 100% 100% 100%Canary Wharf Group plc 22% 22% 22% 15%RetailGeneral Growth Properties, Inc. (3) 21% 21% 8% -Rouse Properties, Inc. (4) 37% - - -Brazil Retail Fund 35% 35% 25% 25%Interest in Australia 100% 100% 100% 100%Europe - - 100% 100%Multi-Family & Industrial (5)Multi-Family (through various funds) 10%-52% 10%-52% 29%-52% 29%-52%Industrial (through various funds) 29%-41% 29% - -Opportunistic Investments (5)Opportunity Funds 29%-82% 29%-82% 29%-82% 29%-82%Finance Funds 13%-33% 25%-33% 28%-33% 28%-33%(1) 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% interest inthe U.S. Office Fund, which consists of a consortium of institutional investors and which is led and managed by Brookfield OfficeProperties.(2) Our Australian office platform consists of our economic interest in certain of our Australian office properties not held throughBrookfield Office Properties.(3) Our interest in GGP is comprised of an economic interest in approximately 21% (38% with our consortium partners) of theoutstanding shares of common 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).(4) 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 interest of approximately 37% (54% with our consortium partners) of the outstanding shares of common stock.(5) Our economic interest set forth in the table above is reflected as a range because we hold certain of our multi-family and industrial andopportunistic investment assets through a combination of Brookfield-sponsored private funds in which we hold varying interests.Office PlatformBrookfield Office Properties Inc.: Our U.S. and Canadian office properties and our economic interests inmost of our Australian office properties are held through our approximate 50% voting interest in BrookfieldOffice Properties, a global pure-play office company that is incorporated under the laws of Canada and is listedon the NYSE and the TSX. Brookfield Office Properties owns all of its Canadian office properties through itsapproximate 83.3% aggregate equity interest in Brookfield Canada Office Properties, a real estate investmenttrust formed under the laws of Canada and listed on the TSX and the NYSE. Brookfield Office Properties alsoowns a portion of its U.S. office properties through its approximate 84.3% interest in the U.S. Office Fund, whichconsists of a consortium of institutional investors and which is led and managed by Brookfield Office Properties.As at March 31, 2012, Brookfield Office Properties’ portfolio consisted of interests in 108 properties totaling78 million square feet and interests in 16 million square feet of high quality, centrally-located development sites.Brookfield has held an interest in Brookfield Office Properties and its predecessors for over 20 years.63
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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
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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: consideration for causing the Prope
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
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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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• 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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