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Turn to pages 41-43 for Important Cautionary Notesregarding this corporate profileContentsPagesFormation 3 – 5Overview 6 – 13Value Proposition & Strategy 14 – 27<strong>Brookfield</strong> Advantage 28 – 32Conclusion 33 – 34<strong>Management</strong> Team/Contacts 35 – 36Appendices/Case Studies 37 – 40Important Cautionary Notes 41 – 432


<strong>Brookfield</strong> Property PartnersFormation


<strong>Brookfield</strong> Property Partners’ formation is the continuation of ourstrategy to simplify <strong>Brookfield</strong>’s structure and maximize its capitalflexibility<strong>Brookfield</strong> <strong>Asset</strong> <strong>Management</strong>(“<strong>Brookfield</strong>”)$18 billion equity base$181 billion AUM28% 68% 92.4% 100%FlagshipListedFunds<strong>Brookfield</strong>InfrastructurePartners (“BIP”)<strong>Brookfield</strong>Renewable EnergyPartners (“BREP”)<strong>Brookfield</strong>Property Partners(“BPY”)<strong>Brookfield</strong>Capital Partners (1)PrivateInstitutionalFunds<strong>Brookfield</strong>Infrastructure Funds<strong>Brookfield</strong>Property Funds<strong>Brookfield</strong>Private Equity Funds(1) Privately held4


<strong>Brookfield</strong> Property Partners, the next step in this strategy,represents a pure real estate investment opportunity<strong>Brookfield</strong>’s Previously LaunchedFlagship Listed EntitiesMarketCapitalization (1)Years ListedCompoundAnnual Return<strong>Brookfield</strong> Infrastructure (2) $7B 5 20%(3)<strong>Brookfield</strong> Renewable Energy $8B 14 17%(4)<strong>Brookfield</strong> Property Partners $12B 24(5)16%(1) As of December 31, 2012(2) See page 38 for case study(3) <strong>Brookfield</strong> Renewable Energy Partners L.P. was listed in November 2011 and is the successor to <strong>Brookfield</strong> Renewable Power Fund that was listed in 1999(4) As of April 15, 2013(5) Represents track record over 24 years5


<strong>Brookfield</strong> Property PartnersOverview


Investment HighlightsCompany• <strong>Brookfield</strong> Property Partners• A publicly traded partnershipTicker • BPY (NYSE, TSX)Distribution<strong>Brookfield</strong> <strong>Asset</strong> <strong>Management</strong>’s participation• 7.56% of BPY was distributed to BAM shareholders• Distribution date of April 15, 2013• BAM shareholders received ~0.0574 units of BPY foreach share of BAM held as of March 26, 2013• BPY initial shares and REU’s (4) of 474.1 million• 92.4% equity interest• General partnerDebt to Total Capitalization (1) • 50% leverageConsolidated IFRS assetsProportionate share of assets (2)• $48 billion• $31 billionMarket capitalization (3) • $12 billionDistribution policy• Targeted 4% initial yield (5)• 80% initial FFO pay-out ratio(1) Calculated as total debt (including capital securities) divided by total assets on a proportionate pro-forma basis (see page 11 for definition)(2) Proportionate is defined as interest attributable to the LP Units and the REUs(3) As of April 15, 2013(4) Redeemable Exchangeable Units (“REU’s”)(5) Based on December 31, 2012 pro-forma equity attributable to the LP units and REUs7


Premier entity for investors seeking diversified global real estate exposureDiversity across geographies and property sectors reduces earnings volatility and providesaccess to a broader universe of investment opportunitiesInvested Capital by Sector (1)MultifamilyandIndustrial,2%Other, 4%Invested Capital by Geography (1)Europe,10%Canada,8%Brazil, 3%Retail, 42%Office,52%Australia,15%US, 64%(1) Invested capital is estimated based on December 31, 2012 pro-forma equity attributable to LP units, REUs, and the $1.275 billion of capital securities and preferred shares8


Global reach with local expertise<strong>Brookfield</strong>’s portfolio is concentrated the world’s most dynamic and established property marketsCANADA44 RE Professionals2,350 RE EmployeesEUROPE34 RE Professionals2,390 RE EmployeesREAL ESTATE OFFICESNumber of Offices: 30Number of Real Estate Professionals : 243Number of Employees : 14,935U.S.108 RE Professionals3,545 RE EmployeesAUSTRALIA30 RE Professionals1,605 RE EmployeesBRAZIL27 RE Professionals5,045 RE Employees9


Highly diversified, global owner, operator and investor in premierproperty assetsBROOKFIELD PROPERTY PARTNERS$31.2B assets (1)$13.1B invested capital (2)OFFICERETAILMULTI-FAMILY & INDUSTRIALOTHER124 properties, 80 msf170 properties, 156 msf15,600 multifamily units11 msf office and other assets18 msf development pipeline$1.6B re-development pipeline29 msf industrial space8 hotels with 7,600 rooms$16.3B assets (1)$11.4B assets (1)$1.1B assets (1)$2.1B assets (1)$6.9B invested capital (2)$5.5B invested capital (2)$0.2B invested capital 2)$0.5B invested capital 2)(1) On a proportionate pro forma basis, see page 11 for the definition(2) Invested capital is based on December 31, 2012 pro-forma equity attributable to LP units, REUs, and the $1.275 billion of capital securities and preferred shares10


Selected Balance Sheet Highlights by SegmentFor the year ended December 31, 2012(US$ millions)ProportionateUnaudited Pro-forma (1)<strong>Asset</strong>sOffice $ 16,349Retail 11,380Multi-family & Industrial 1,072Other 2,106Total <strong>Asset</strong>s $ 30,907LiabilitiesOffice $ 8,531Retail 5,790Multi-family & Industrial 793Other 1,610Corporate 1,250Total Liabilities $ 17,974Office $ 6,877Retail 5,458Multi-family & Industrial 219Other 530Total Invested Capital 13,084Capital Securities & Preferred Shares(1,275)Total Invested Capital Net of Capital Securities & Preferred Shares $ 11,809(1) Proportionate is defined as the interest attributable to LP Units and REUs. Proportionate adjustments are made to allocate most of the non-controlling interests ofothers in consolidated subsidiaries to each of the respective line items. <strong>Asset</strong>s, Liabilities and Invested Capital are presented as those interests attributable to LP Unitsand REU's. The interests attributable to REUs are presented as non-controlling interests in the pro forma IFRS financial statements.(2) Invested capital is presented net of non controlling interests of $1,124 million.11


Income Statement ReconciliationFor the year ended December 31, 2012(US$ millions)Income StatementUnaudited Pro forma IFRS (1) ProportionateAdjustments (2) Proportionate Pro forma (2)Commercial property revenue $ 2,780 $ (523) $ 2,257Hospitality property revenue 743 (507) 236Direct commercial property expense (1,171) 340 (831)Direct hospitality property expense (687) 469 (218)Depreciation and amortization of real estate assets (3) 49 (34) 15NOI 1,714 (255) 1,459Investment and other revenue 221 (87) 134Investment and other expense (36) 16 (20)Share of equity accounted income excluding fair value gains 388 (388) -Interest expense (1,052) 233 (819)Administration expense (219) 34 (185)Non-controlling interests of others in consolidated subsidiaries in funds from operations (512) 447 (65)FFO (2) 504 - 504Depreciation and amortization of real estate assets (3) (49) 34 (15)Fair value gains, net 1,227 35 1,262Share of equity accounted fair value gains 808 (808) -Non-controlling interests of others in consolidated subsidiaries in total return (751) 739 (12)Total return (2) 1,739 - 1,739Income tax expense (491) 98 (393)Non-controlling interest of others in consolidated subsidiaries in income tax expense 98 (98) -Net income (2) $ 1,346 $ - $ 1,346(1) The pro forma IFRS income statement assumes that <strong>Brookfield</strong> Property Partners was in existence for the entire fiscal year of 2012(2) Proportionate is defined as the interest attributable to LP Units and REUs. Proportionate adjustments are made to allocate most of the non-controlling interests of others inconsolidated subsidiaries to each of the respective line items. NOI, FFO, Total return, and Net income are presented as those interests attributable to LP Units and REU's. Theinterests attributable to REUs are presented as non-controlling interests in the pro forma IFRS financial statements.(3) Depreciation and amortization of real estate assets is a component of direct hospitality property expense that is added back to NOI and is deducted in the total return calculation12


Selected Income Statement Highlights by SegmentFor the year ended December 31, 2012(US$ millions)UnauditedProportionatePro forma (1)Net Operating IncomeOffice $ 830Retail 562Multi-family & Industrial 14Other 53Net Operating Income $ 1,459Funds from OperationsOffice $ 362Retail 262Multi-family & Industrial 5Other 2Corporate (2) (127)Funds from Operations $ 504Net IncomeOffice $ 665Retail 784Multi-family & Industrial 2Other 10Corporate (115)Net Income $ 1,346(1) See page 11 for the definition and calculation of proportionate pro forma financial results(2) Represents pro forma interest expense on capital securities of $77 million and asset management fee expense of $50 million13


<strong>Brookfield</strong> Property PartnersValue Proposition & Strategy


<strong>Brookfield</strong> Property Partners is one of the world’s largest and mostexperienced publicly‐traded commercial property companiesExperiencedmanagement teamEstablished capabilitiesStrong acquisition currency • Committed team with strong track • Long‐established experience• Significant equity marketcapitalization, exchange listings• Access to wide range of capitalsourcesrecord• CEO, CIO and CFO possess nearly 70years of combined industryexperiencesourcing/structuring deals, executingopportunistic strategies and addingvalue through pro-actively managingassetsGlobal scale• Operating platforms in North America,Europe, Australia and Brazil• Allocation of capital to optimalmarkets and opportunities• Diversification of riskSignificant growth potential• <strong>Brookfield</strong>’s primary entity forcommercial property investingglobally• Strong deal pipeline, underwritingexpertise, ability to add valueoperationally and developmentpotentialSecure returns• High quality assets, strong tenantsand long‐term lease profile helpprovide cash flow continuity• Targeted distribution yield of 4% perannum, with target growth of 3% to5% annuallyBPYValue PropositionSuperior track record• Since 1989, $23 billion of equityinvested generating a compoundedannual return of ~16%Sector diversification• Office, retail, multi-family andindustrial property sectors• Reduces exposure to sector volatility15


Illustrative invested capital profile over timeCurrent (1)Near-term goal (1) Long-term goal (1)Funds,8%Direct,14%Direct,35%Public,20%Public,78%Funds,15%Public,50%Direct,55%Funds,25%(1) Invested capital is proportionate pro-forma equity attributable to LP units and REUs.16


Public company investments provide operating scale, predictablerecurring income and a solid base from which to growCompany Listing GeographicfocusBPY’s Investedcapital (US$millions)HighlightsNYSE / TSXUS, Canada,Australia, UK$5,238• Interests in 110 properties totaling 77 msf, including10 msf of parking• Development portfolio comprises 17 sites with 17 msf,mostly in planning phaseNYSE US, Brazil $4,729• Portfolio of 126 regional malls in the U.S. and 18 mallsin Brazil with approximately 135 msf of GLA• $1.6 billion redevelopment pipelineNYSE US $299• Portfolio of 32 regional malls or approximately 22 msfof GLA17


Private fund investments drive gains and capital to recycle for growthType offundNumberof fundsBPY’sinvestedcapitalBPY’scommittedcapitalHighlights• Includes global flagship opportunity funds sponsored by <strong>Brookfield</strong>Opportunityfunds4 $252 million $1.3 billion• Predecessor funds included:• North American opportunity funds, invested inunderperforming real estate properties and portfolios in office,flex-office industrial and multi-family residential sectors• US based strategy focused on large-scale, distressedopportunities such as the recapitalization and restructuring ofGGPReal estatefinancefunds3 $233 million $455 million• Dedicated to real estate mezzanine lending, with the primaryobjective to generate superior risk adjusted returnsSectorspecificrealestate funds3 $478 million $565 million• Niche-focused, sector specific real estate investment funds , targeting:• US value-add industrial• US value-add multi-family• Brazil retail18


Direct investments will scale future growthType ofinvestmentBPY’sinvestedcapitalHighlightsLondon Canary Wharf $995 million• The Canary Wharf Estate extends over 97 acres and iscomprised of over 30 completed buildings and 200 shops, barsand restaurants within four retail malls. Approximately 15million square feet of office and retail space has beenconstructed to date.• <strong>Brookfield</strong> Property Partners holds a 22% interest in the multiassetCanary Wharf commercial district in London throughCanary Wharf Group plc.• 20 Canada SquareAustraliaSelect office andretail$925 million• <strong>Asset</strong>s acquired on completion of Multiplex• Completed repositioning and preparing for near term saleOtherSelect office & retaildevelopment andloan note$157 million• Giroflex – Brazil office/retail development• Loan Note – Supporting a hotel portfolio in Germany19


Key aspects of <strong>Brookfield</strong> Property Partners’ growth strategyGrowth from new investment opportunities• Acquire assets for value directly, through <strong>Brookfield</strong>sponsored funds, or through significant positionsin public entities• BPY provides the opportunity for shareholders toparticipate in <strong>Brookfield</strong>’s strategic real estate transactionsso far only available to large institutional clients (priortransactions include GGP, Canary Wharf and O&Y)• <strong>Brookfield</strong>’s global reach, platforms, relationships andrestructuring capabilities drive deal flow• Development on proper risk-adjusted/reward basis adds togrowth20


Key aspects of <strong>Brookfield</strong> Property Partners’ growth strategyOptimize growth from proactive management ofinvestments• Meaningful organic growth exists within currentinvestments and businesses• “Built-in” growth from below market rents andcontractual increases on leases• Leverage operating platforms’ full-service capabilities toadd value at every step of the real estate cycle (e.g.underwriting, financing, leasing, asset management, riskmanagement, etc.)• Select redevelopment to add value21


Key aspects of <strong>Brookfield</strong> Property Partners’ growth strategyRecycle capital for accretive growth• We acquire core quality assets on an opportunistic and core-plus return basis then• Add value through pro-actively managing our holdings then• Recycle capital and reformulate holdings to enhance valueOpportunisticReturnInvestmentsTypical Returns15% +StrategyAcquireActively manageCore-PlusReturnInvestments12% - 15%AcquireActively manageCoreReturnInvestments8% - 10%Harvest capitalRedeploy22


Track record of successful capital recyclingOver the past six years, <strong>Brookfield</strong> has deployed on average $2.6 billion annually to real estatetransactions and completed 217 property dispositions totaling ~$7.6 billionOlympia &York(USA) U.S.commercialowner/developer$615 millionBCE DevelopmentCommercialowner/developer$1.1 billionCriimi MaeFull-service commercialmortgage company$49 millionTrizec PropertiesU.S. commercialowner/developer$2.2 billionMultiplexAustraliancommercialowner/developer/global contractor$4.1 billionThakral HoldingsGroupAustralian listedREIT$285 million1989 1997 2003 2004 2005 2006 2007 20102012GentraMortgage lender$730 millionCanary Wharf22% stake in anintegrated propertydevelopment andinvestmentcompany$637 millionO&Y Properties/O&Y REITCanadian commercialowner/developer$894 millionBrazil Retail FundRetail mallowner/developer$346 millionGeneral GrowthUS Mallrecapitalization~169 U.S.regional malls$2.7 billionVerde RealtyIndustrialoperatorrecapitalization$280 million23


Recent Strategic Transactions - 2012Office• Completed the acquisition of Thakral Holdings Group (now Wynyard PropertiesHoldings Group), a diversified Australian property company with ~$1 billion ofassets, including a prime office site in Sydney• Acquired Hammerson’s London office portfolio encompassing 884 ksf ofoperating assets• Acquired Corporate Pointe a 9 building 1 msf office campus in Los AngelesRetail• Acquired interests in 19 assets including 3 malls and 16 anchor pads within ourmalls for a total purchase price of ~$585 millionMulti-family• Completed acquisition of Ginkgo Residential, a $414 million fully integratedreal estate operating company with a portfolio of 5,000 apartments in theU.S Mid-Atlantic• Completed ~$525 million value-add acquisitions in the U.S.Industrial• Completed acquisition of Verde Realty, an ~$870 million industrial propertybusiness with over 100 industrial properties in the U.S. and Mexico totaling ~18msf• Completed ~$310 million value-add acquisitions in the U.S.24


Development/Redevelopment Highlights• BPY and affiliates have a significant development and redevelopment pipeline, includingoffice, retail, multi-family and industrial opportunities• Projects will be developed to enhance portfolio value on a selective basis when attractiverisk-adjusted returns can be earned• BPY and affiliates continue to be a leader in the incorporation of forward thinkingenvironmental sustainability initiatives within our developments and our assetsRenderings, Manhattan West, New York25


Development/Redevelopment Highlights (1)OfficeRetailNumber ofsites/assetsArea currently underdevelopment/redevelopment(‘000 sq. ft.)Estimated NOIuponcompletion($M)Estimateddevelopment cost($M)Estimated yieldon costUnited States 1 5,000 $ 310 $ 4,300 7.2%Canada 2 2,180 93 1,070 8.7%Australia 1 348 30 330 9.4%Europe 2 1,575 125 1,710 7.3%Subtotal 6 9,103 $ 558 $ 7,410 7.5%Brazil 1 681 28 221 12.9%Office Total 7 9,784 $ 586 $ 7,631 7.7%̶̶̶United States 30 90 – 100 900 9% - 10%Brazil 2 12 54 22.5%Retail Total 32 $ 102 – 112 $ 954 11.3%(1) Represents development considered active including projects in advanced planning; does not include entire pipelineAla Moana Center, Honolulu, HawaiiLeft: Before; Right: Post renovation rendering26


Opportunities exist where value can be maximized through operating initiatives,developments/redevelopments, recycling capital from current investments andcapitalizing on a global economic recoveryBPY Growth Potential (1)Cap rate 5.7%Intrinsic value per unit at Dec. 31, 2012 (2) $ 25Add: Increase in cash flows 7Add: Development / redevelopment program valued @ 6% 3Add: Scale acquisition – $3b at yield of 12% leveraged IRR 2Add on issuances – $500m/year invested at a leveraged 12% 4Intrinsic value under above assumptions $ 4150 bps cap rate compression (to 5.2%) (3) 14$ 55(1)The table above presents purely hypothetical examples of how the value of the BPY units might be impacted by the businessdevelopments described above. The values presented above are presented for discussion and illustrative purposes only, in order to giveyou a general sense as to how the value might be affected by such developments, and you should not infer from the presentation of thetable that the amounts presented above are projections or guarantees of the value of the BPY units or that the assumed developmentswill occur or will have the illustrated impact. Future results will be different from this information and the differences may be material. Ouroperations are subject to numerous risks and uncertainties, including those discussed on pages 41-43. In no way should you rely on theabove financial information as indicators of performance or value. <strong>Brookfield</strong> Property Partners does not make any representation,express or implied, as to the accuracy, correctness, or completeness of the information.(2)The intrinsic value is the pro forma equity attributable to LP units and REUs as of December 31, 2012 divided by the pro forma numberof outstanding units of BPY (on a fully exchanged basis).(3)Cap rate compression relates to a reduction in the implied capitalization rate used to value our investment properties.27


<strong>Brookfield</strong> Advantage


Access to <strong>Brookfield</strong>’s global platform and expertise is a competitiveadvantage<strong>Brookfield</strong> is a global alternative asset manager with $181 billion AUM<strong>Brookfield</strong> profileAdvantages to <strong>Brookfield</strong> Property PartnersGlobal reachWorld class capabilities and capital relationshipsBest in class operating platformsStrong presence in current and targetedmarkets with solid track record, experience,relationships and reputation500 investment professionalsAccess to investment expertise, strategicguidance and relationships23,000 operating employeesProvides real time access for opportunities,diligence and value creation capabilitiesSupportive, aligned corporate sponsorSignificant capital partner in all investmentswith track record of creating shareholder value29


<strong>Brookfield</strong> Property Partners’ relationship with <strong>Brookfield</strong>Relationship with<strong>Brookfield</strong> afterspin-off• Largest investor with an effective economic interest of approximately 92.4% (~$11B)• General partner• BPY has a board of seven directors, the majority of whom are independentof <strong>Brookfield</strong>RelationshipAgreement• <strong>Brookfield</strong> has agreed that BPY will be the primary entity through which <strong>Brookfield</strong> will make itsinvestments in commercial property on a global basisMaster ServicesAgreement• <strong>Brookfield</strong> will provide executive oversight of the business managed by an experienced team ofprofessionals that have a long established track record• <strong>Brookfield</strong> will provide services relating to the origination of acquisitions, financings, businessplanning, and oversight and supervision of day to day management and administration activities• <strong>Brookfield</strong> will be entitled to receive a base management fee and incentive distributions as BPYsuccessfully grows30


Security holders’ and managers’ interests are aligned• Base management fee +/- covers manager’s overhead• Equity enhancement and incentive distribution fees reward equity appreciation and dividenddistribution increases only• <strong>Brookfield</strong> retains +/-$11B in invested equity in BPY making returns on equity the focus• No fees paid by downstream entities (e.g. BPO, GGP, Rouse) for their activitiesExample if market value and distributions increase by 25%Component Basis Initial FeesFees if market value& distributions increaseby 25%IncrementalFeesBase <strong>Management</strong> FeeEquity Enhancement FeeCompensation for overhead and managementinfrastructure1.25% of increase in market capitalization ofBPY$50m $ 50m None- $ 38m $ 38mIncentive Distribution Fee15% of distributions over $1.10 per share25% of dividends over $1.20 per share--$ 6m$ 5m$ 6m$ 5mTotal FeesFees as % of Equity Base$ 50m0.4%$ 99m0.7%$ 49m+0.3%Equity Value of BPY $ 12.0b $ 15.0b +3.0b31


<strong>Brookfield</strong> is in <strong>Brookfield</strong> Property Partners for the long haul, with an$11B initial investment and fees that align interests<strong>Brookfield</strong> Capital InvestmentTotal ReturnExpectationsExpected Annual ReturnsOn Capital to <strong>Brookfield</strong>$11 billion 12% - 15% $1.2 - $1.5 billionFee Returns to <strong>Brookfield</strong>Initial management feePotential fees if market value and distributionsincrease by 25%$50 million / year$99 million / year32


Conclusion


<strong>Brookfield</strong> Property Partners Value PropositionUnique OpportunityOne of the world’s largestpublic real estateplatformsAttractive distributionprofileWell positioned forglobal growthLiquidity andaccess to capital<strong>Brookfield</strong> managementand sponsorshipCapital Securities & Units /Book Value• BPY is for real estate investors seeking diversified exposure to best in class property assets• Diversified by sector and geography• Managed by one of the most experienced and successful investment managers in the world• 98 msf of office and office development• 156 msf of retail• Growing multi-family and industrial portfolios• Anticipated initial yield of ~4% per annum on initial IFRS equity value• Initial payout ratio targeted at ~80% of FFO• 12%-15% target total returns• Strong capitalization and highly competitive position• Positioned in attractive and growing markets• Enhanced scale and capitalization• Efficient publicly traded partnership• Dual listing on TSX and NYSE• Diversification of investor base over time• Significant incentive to grow business and increase distributions• Strong track record of originating transactions aligned with growth strategy• Experienced senior management team• 474.1 million / ~$12 billionQuantity Distribution • ~ 1 unit of BPY for every 17.42 <strong>Brookfield</strong> sharesBook Value Per Unit • ~ $25.0034


<strong>Brookfield</strong> Property Partners<strong>Management</strong> Team& Contacts


Investor Relations ContactsContactTitleYears inindustry/with affiliatesE-Mail AddressPhone NumberRic Clark Chief Executive Officer 32/29 ric.clark@brookfield.com (212) 417.7063Brian Kingston President & Chief Investment Officer 15/12 brian.kingston@brookfield.com (212) 979.1646Steve Douglas Chief Financial Officer 22/19 steve.douglas@brookfield.com (212) 417.2474(416) 359.8646Melissa Coley Vice President, Investor Relations 25/25 melissa.coley@brookfield.com (212) 417.721536


<strong>Brookfield</strong> Property PartnersAppendices& Case Studies


($ in millions)Indexed to 100<strong>Brookfield</strong> Infrastructure Partners Case StudyTransaction overview• On January 31, 2008, <strong>Brookfield</strong> <strong>Asset</strong> <strong>Management</strong> announcedthe spin-off of <strong>Brookfield</strong> Infrastructure Partners LP (“BIP”),<strong>Brookfield</strong>’s primary growth vehicle for the purchase ofinfrastructure assets• <strong>Brookfield</strong> retained a 40% interest in BIP, while the remaining60% interest was distributed to holders of <strong>Brookfield</strong>’s ClassA and B limited voting shares in the form of a special dividend• <strong>Brookfield</strong> continued to participate in periodic BIP offerings andinvest equity post-spin-off» $375 million on October 22, 2009» $200 million on October 26, 2011» $150 million on August 3, 2012• BIP has been an extremely successful investment for <strong>Brookfield</strong>» Since its spin-off, BIP has significantly outperformed theS&P 500, with total returns of 112.7% versus the S&P’s 13.9%» <strong>Brookfield</strong>’s aggregate investment of ~$1.0 billion in BIP hasappreciated 78.3% to nearly $1.9 billionas of 12/4/2012Value of <strong>Brookfield</strong> investment in BIP over time (1)$2,000$816 $1,858$1,600$1,200$150$200$375$800$318$400$0BIP total returns since spin-off (2)250200150100500Jan-08 Apr-09 Jul-10 Sep-11 Dec-12BIP: 112.7% S&P 500: 13.9%(1) Does not include returns from dividends. Current value based on 28.0% ownership of BIP’s equityvalue as of 12/4/2012(2) As of 12/4/2012.38


General Growth Properties (“GGP”) Case Study• GGP is the second largest retail property REIT in the U.S.,with interests in 126 regional malls comprising of ~129 millionsquare feet of gross leasable space• $545 sales per sq ft among U.S. malls• Interest in 18 malls in Brazil, totaling 6.6 msfInvestment Thesis• <strong>Brookfield</strong> identified GGP as a recapitalization opportunityand started discussions with GGP in late 2008 to act as asponsor• <strong>Brookfield</strong> developed a restructuring plan that resulted inno impairment to creditors and partnered with the largestshareholders and the largest unsecured creditors to sponsorthe plan• In a highly competitive process, <strong>Brookfield</strong> succeeded as thecornerstone investor of the $8 billion recapitalization of GGPas part of the $30 billion restructuring, the largest real estaterestructuring in North American history• This represented a unique opportunity to acquire a significantposition in GGP, the second largest mall owner in the U.S. withan irreplaceable retail platform of high quality regional mallsat a substantial discount to stabilized net asset value, and tocreate value through operational improvements and strongcapital managementValue Creation• Successfully proposed and led execution of the restructuringplan, including acting as a cornerstone investor• Utilized innovative approach by providing a lead equityinfusion and flexibility for GGP to raise additional capital,permitting stakeholders to maximize value• Leveraged <strong>Brookfield</strong>’s relationships with banks to create acapital structure that minimized equity dilution and led anequity offering at a 50% premium to investment cost withina month of GGP's recapitalization• Since emergence, comparable tenant sales, occupancy andlease spreads across GGP’s portfolio have continued to grow• In January 2012, GGP completed the spin-off of a 30-mallportfolio to Rouse Properties, Inc. to allow GGP to focus onits remaining core portfolio of A grade malls39


Optimal Structure• Bermuda-based publicly traded partnership that owns holding corporations primarily inthe U.S., Canada, Australia, Western Europe and Brazil• Favorable structure relative to MLPs (1)• Committed to structuring our activities to avoid generating income connected with theconduct of a trade or business (2)BPY MLP (1)Type of entity Publicly traded partnership Publicly traded partnershipUBTI No YesECI No YesU.S. tax slip issued K1 K1Payout ratio 80% of FFO 80%-90% of distributable cash flowIncentive distributions 25% maximum 50% maximum(1) MLP is Master Limited Partnership(2) No assurance can be provided that the company and the Property Partnership will be free from UBTI (unrelated business taxable income) or ECI (effectively connectedincome) in the future.<strong>Source</strong>: <strong>Management</strong> estimates based on Barclays Capital Master Limited Partnerships MLP Trader Weekly40


<strong>Brookfield</strong> Property PartnersImportant Cautionary Notes


Important Cautionary NotesA registration statement containing important information relating to the securities described in this presentation has been filed with the UnitedStates Securities and Exchange Commission. This presentation does not provide full disclosure of all material facts relating to the securities.Investors should read the registration statement for disclosure of those facts, especially risk factors relating to the units of <strong>Brookfield</strong> PropertyPartners L.P. (“BPY”).This presentation does not constitute an offer to sell or the solicitation of an offer to buy any securities. BPY units are being distributed as a specialdividend and no securities are being sold and no proceeds will be raised.All operating and other statistical information is presented as if BPY will own 100% of each property in its portfolio, regardless of whether it willown all of the interests in each property.All amounts are in U.S. dollars unless otherwise specified.Unless otherwise indicated, the statistical and financial data in this document is presented as of December 31, 2012.All market data in this report is attributable to the following sources: Cushman & Wakefield, CB Richard Ellis, Jones Lang LaSalle, Richards, Barry,Joyce Partners, Delta Associates, CoStar, Colliers & Avison YoungCautionary Note Concerning Forward-Looking StatementsThis corporate profile contains certain forward-looking statements. Forward-looking statements relate to expectations, beliefs, projections, futureplans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. Forward-lookingstatements in this presentation include statements regarding the anticipated benefits of the spin-off of BPY, the quality of BPY’s assets, BPY’santicipated financial performance, BPY’s future growth prospects, BPY’s ability to make distributions and the amount of such distributions, theimpact of changes in the IFRS cap rate on the value of BPY's assets or units, BPY's five year plan and the impact that certain developments mighthave on BPY's intrinsic value, the listing and liquidity of BPY’s units and BPY’s access to capital. In some cases, forward-looking statements can beidentified by terms such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “should,” “will” and “would”or the negative of those terms or other comparable terminology.42


Important Cautionary NotesThe forward-looking statements are based on <strong>Brookfield</strong>’s beliefs, assumptions and expectations of BPY’s future performance, taking intoaccount all information currently available to it. These beliefs, assumptions and expectations can change as a result of many possible events orfactors, not all of which are known to <strong>Brookfield</strong> or within its control. If a change occurs, BPY’s business, financial condition, liquidity and resultsof operations may vary materially from those expressed in the forward-looking statements. The following factors, among others, could causeactual results to vary from the forward-looking statements: changes in the general economy; the cyclical nature of the real estate industry;actions of competitors; failure to attract new tenants and enter into renewal or new leases with tenants on favorable terms; BPY’s ability toderive fully anticipated benefits from future or existing acquisitions, joint ventures, investments or dispositions; actions or potential actionsthat could be taken by BPY’s co-venturers, partners, fund investors or co-tenants; the bankruptcy, insolvency, credit deterioration or other defaultof BPY’s tenants; actions or potential actions that could be taken by <strong>Brookfield</strong>; the departure of some or all of <strong>Brookfield</strong>’s key professionals;the threat of litigation; changes to legislation and regulations; possible environmental liabilities and other possible liabilities; BPY’s ability to obtainadequate insurance at commercially reasonable rates; BPY’s financial condition and liquidity; downgrading of credit ratings and adverse conditionsin the credit markets; changes in financial markets, foreign currency exchange, interest rates or political conditions; the general volatility of thecapital markets and the market price of BPY’s units; and other factors described in its registration statement, including those set forth underItem 3.D. in the Form 20-F “Key Information – Risk Factors,” Item 5. “Operating and Financial Review and Prospects” and Item 4.B. “Information onthe Company – Business Overview.”Except as required by applicable law, <strong>Brookfield</strong> undertakes no obligation to update or revise publicly any forward-looking statements, whetheras a result of new information, future events or otherwise.43


<strong>Brookfield</strong> Property Partners2013

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