SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Name of Issuer)

 

 

(Title of Class of Securities)

 

(CUSIP Number)

 

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

(Date of Event Which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

(Continued on following pages)

 

SCHEDULE 13D

 

 

(1)           Brookfield Asset Management Inc. (“BAM”) indirectly holds the common shares of Brookfield Office Properties Inc. (“BPO”) that it is deemed to beneficially own through Brookfield Property Partners L.P. (“BPY”).  BAM indirectly holds its interests in BPY through Brookfield Holdings Canada Inc., Brookfield US Holdings Inc., Brookfield US Corporation, BPY GP Inc., BPY I L.P. and BPY II L.P., each of which is a wholly-owned subsidiary of BAM.

 

(2)      BPY Canada Subholdings 1 ULC, a subsidiary of BPY (“CanHoldco 1 ULC”), also owns 13,797,320 Class A Preference Shares of BPO (“Class A Shares”), which provide holders of the Class A Shares with one vote for each Class A Share held.  The Class A Shares held by CanHoldco 1 ULC represent approximately 2.7% of BPO’s outstanding voting interests.

 

(3)      This amount includes 249,362,561 common shares of BPO currently held by BPY and 29,327,439 common shares of BPO that certain BPO shareholders have agreed to tender in BPY’s offer to purchase all of the issued and outstanding common shares of BPO.  See Item 5.

 

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SCHEDULE 13D

 

 

(1)           Partners Limited indirectly holds the common shares of Brookfield Office Properties Inc. (“BPO”) that it is deemed to beneficially own through Brookfield Asset Management Inc.

 

(2)         BPY Canada Subholdings 1 ULC, a subsidiary of Brookfield Property Partners L.P. (“CanHoldco 1 ULC”), also owns 13,797,320 Class A Preference Shares of BPO (“Class A Shares”), which provide holders of the Class A Shares with one vote for each Class A Share held.  The Class A Shares held by CanHoldco 1 ULC represent approximately 2.7% of BPO’s outstanding voting interests.

 

(3)      This amount includes 249,362,561 common shares of BPO currently held by BPY and 29,327,439 common shares of BPO that certain BPO shareholders have agreed to tender in BPY’s offer to purchase all of the issued and outstanding common shares of BPO.  See Item 5.

 

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SCHEDULE 13D

 

 

(1)           Partners Value Fund Inc. indirectly holds the common shares of Brookfield Office Properties Inc. (“BPO”) that it is deemed to beneficially own through Brookfield Asset Management Inc.

 

(2)          BPY Canada Subholdings 1 ULC, a wholly-owned subsidiary of Brookfield Property Partners L.P. (“CanHoldco 1 ULC”), also owns 13,797,320 Class A Preference Shares of BPO (“Class A Shares”), which provide holders of the Class A Shares with one vote for each Class A Share held.  The Class A Shares held by CanHoldco 1 ULC represent approximately 2.7% of BPO’s outstanding voting interests.

 

(3)      This amount includes 249,362,561 common shares of BPO currently held by BPY and 29,327,439 common shares of BPO that certain BPO shareholders have agreed to tender in BPY’s offer to purchase all of the issued and outstanding common shares of BPO.  See Item 5.

 

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SCHEDULE 13D

 

 

(1)           Brookfield Property Partners L.P. (“BPY”) indirectly holds the common shares of Brookfield Office Properties Inc. (“BPO”) that it is deemed to beneficially own through Brookfield Property L.P., Brookfield BPY Holdings Inc., BPY Canada Subholdings I ULC (“CanHoldco 1 ULC”), Brookfield BPY Holdings II (Canada) ULC and BOP LCB L.P., each of which is a wholly-owned subsidiary of BPY and its affiliates.

 

(2)         CanHoldco 1 ULC, a wholly-owned subsidiary of BPY, also owns 13,797,320 Class A Preference Shares of BPO (“Class A Shares”), which provide holders of the Class A Shares with one vote for each Class A Share held.  The Class A Shares held by CanHoldco 1 ULC represent approximately 2.7% of BPO’s outstanding voting interests.

 

(3)      This amount includes 249,362,561 common shares of BPO currently held by BPY and 29,327,439 common shares of BPO that certain BPO shareholders have agreed to tender in BPY’s offer to purchase all of the issued and outstanding common shares of BPO.  See Item 5.

 

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SCHEDULE 13D

 

 

(1)           Brookfield Property Partners Limited, as the general partner of Brookfield Property Partners L.P. (“BPY”), indirectly holds the common shares of Brookfield Office Properties Inc. (“BPO”) that it is deemed to beneficially own through BPY.

 

(2)          BPY Canada Subholdings 1 ULC, a wholly-owned subsidiary of BPY (“CanHoldco 1 ULC”), also owns 13,797,320 Class A Preference Shares of BPO (“Class A Shares”), which provide holders of the Class A Shares with one vote for each Class A Share held.  The Class A Shares held by CanHoldco 1 ULC represent approximately 2.7% of BPO’s outstanding voting interests.

 

(3)      This amount includes 249,362,561 common shares of BPO currently held by BPY and 29,327,439 common shares of BPO that certain BPO shareholders have agreed to tender in BPY’s offer to purchase all of the issued and outstanding common shares of BPO.  See Item 5.

 

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1.                                      Security and Issuer.

 

The title and class of equity security to which this Statement on Schedule 13D (this “Schedule 13D”) relates is the common shares, no par value (the “Common Shares”), of Brookfield Office Properties Inc. (“BPO”), a corporation incorporated under the laws of Canada. The principal executive offices of BPO are located at Brookfield Place, 181 Bay Street, Suite 330, Toronto, Ontario, Canada M2J 2T3.

 

All references to “$” in this Schedule 13D are to U.S. dollars.

 

2.                                      Identity and Background.

 

(a)                                 This Schedule 13D is being filed by each of the following persons (each, a “Reporting Person” and, collectively, the “Reporting Persons”):

 

(i)                                     Brookfield Asset Management Inc. (“BAM”), a corporation incorporated under the laws of the Province of Ontario;

 

(ii)                                  Partners Limited (“Partners”), a corporation incorporated under the laws of the Province of Ontario;

 

(iii)                               Partners Value Fund Inc. (“PVF”), a corporation incorporated under the laws of the Province of Ontario;

 

(iv)                              Brookfield Property Partners L.P. (“BPY), a Bermuda exempted limited partnership; and

 

(v)                                 Brookfield Property Partners Limited (the “BPY General Partner”), a corporation incorporated under the laws of Bermuda.

 

Schedule I hereto, with respect to BAM, Schedule II hereto, with respect to Partners, Schedule III hereto, with respect to PVF, and Schedule IV hereto, with respect to BPY and the BPY General Partner set forth a list of all the directors and executive officers or persons holding equivalent positions (collectively, the “Scheduled Persons”) of each such Reporting Person and the principal business address of each Scheduled Person.

 

(b)                                 The principal business address of each of BAM, Partners and PVF is Brookfield Place, 181 Bay Street, Suite 300, Toronto, Ontario, Canada M5J 2T3. The principal business address of each of BPY and the BPY General Partner is 73 Front Street, Hamilton, HM 12 Bermuda.

 

(c)                                  The principal business of BAM is to invest and operate businesses in the real estate, power generation and infrastructure sectors. The principal business of Partners and PVF is to serve as a holding company. The principal business of BPY is to own and operate certain commercial property operations, including office, retail, multi-family and industrial assets, on a global basis.  The principal business of the BPY General Partner is to serve as the general partner of BPY.

 

(d)-(e) During the last five years, none of the Reporting Persons and, to the Reporting Persons’ knowledge, none of the Scheduled Persons, has been: (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which, he, she or it was or is subject to a judgment, decree or final order enjoining future

 

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violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

(f)                                   Schedules I through IV hereto set forth the citizenships of each of the Scheduled Persons who is a natural person.

 

3.                                      Source and Amount of Funds or Other Consideration.

 

BPY intends to finance the cash portion of the Offer (as defined below) through an acquisition facility with a syndicate of banks. On February 4, 2014, BPY received a debt commitment letter (the “Debt Commitment Letter”) from The Toronto-Dominion Bank, as agent, and The Toronto-Dominion Bank, Canadian Imperial Bank of Commerce, Citibank N.A., Deutsche Bank AG, New York Branch, HSBC Bank Canada and Royal Bank of Canada (collectively, the “Lenders”) to provide, severally and not jointly, upon the terms and subject to the conditions set forth in the Debt Commitment Letter, for unsecured credit facilities of up to $2.5 billion in the aggregate consisting of a $1.5 billion term acquisition credit facility to fund the Offer and any compulsory acquisition or subsequent acquisition transaction and a $1 billion revolving facility to be used to replace the existing revolving credit facilities of BPY, to fund a portion of the additional cash required to complete the Offer and any compulsory acquisition or subsequent acquisition transaction up to a limit of $365,508,000 and for general corporate and operating purposes. The Debt Commitment Letter is filed with this Schedule 13D as Exhibit 9 and is incorporated herein by reference. In order to refinance the facility, BPY will consider a number of alternatives, including asset sales, asset level debt financings and issuances of corporate debt, preferred stock and/or equity. Based on market conditions, BPY’s current plan is to sell certain non-core assets and mature assets with a stabilized cash flow profile. In conjunction with the transaction, BAM and its affiliates have agreed to forego any equity enhancement distributions in respect of the acquisition facility.

 

See also Item 4 and Item 5.

 

4.                                      Purpose of Transaction.

 

On February 12, 2014, BPY commenced an exchange offer to acquire any or all of the Common Shares of BPO that it does not currently own (the “Offer”). Under the terms of the Offer, each BPO shareholder can elect to receive consideration per BPO Common Share of either 1.0 limited partnership unit of BPY or $20.34 in cash, subject in each case to pro-ration based on a maximum number of BPY limited partnership units and maximum cash consideration equating to 67% and 33%, respectively, of the total number of BPO Common Shares subject to the Offer. BPO shareholders who receive limited partnership units should be able to do so on a tax-deferred basis. The board of directors of BPO (excluding interested directors) has unanimously recommended that BPO shareholders accept the Offer. The Offer is being made pursuant to an offer to purchase (the “Offer to Purchase”) contained in a registration statement on Form F-4 filed with the U.S. Securities and Exchange Commission (the “SEC”) in connection with the Offer, and the registration statement has been declared effective by the SEC. The Offer to Purchase is filed with this Schedule 13D as Exhibit 2 and is incorporated herein by reference.

 

BPY currently beneficially owns 55.0% of the Common Shares, and together with its ownership of BPO preferred shares, owns a 57.7% voting interest in BPO. If sufficient Common Shares are tendered, BPY intends to acquire any Common Shares which remain outstanding following the tender offer through a compulsory acquisition or other statutory transaction on the same basis as the Offer. In this event, BPO public shareholders would own approximately 27% of the outstanding limited partnership units of BPY (including BAM’s redeemable partnership units on a fully-exchanged basis).

 

The Offer is subject to customary conditions including, among other things, that BPY has determined, acting reasonably, that no material adverse effect exists or has occurred. The Offer does not include a minimum condition with respect to the number of Common Shares tendered, and BPY will acquire any or all of the Common Shares that are tendered to the Offer.

 

Under applicable Toronto Stock Exchange (the “TSX”) rules, BPY is required to obtain majority unitholder approval for the Offer as the maximum number of units to be issued will exceed 25% of the total number of

 

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outstanding units. As BAM and its subsidiaries, which support the transaction, own an approximate 92% interest in BPY, on a fully exchanged basis, the TSX has accept a written consent of BAM to satisfy this requirement and not require BPY to hold a unitholder meeting.

 

BPO’s $330 million of senior unsecured notes and $2.2 billion of preferred stock will remain outstanding. If BPY acquires 100% of the Common Shares, BPY may consider (i) making an offer to the holders of BPO’s outstanding Class AAA, Series G, H, J and K preferred shares that are convertible into Common Shares to exchange their shares for equivalent shares of another subsidiary of BPY, which would be exchangeable for units of BPY under certain conditions, (ii) redeeming such preferred shares or (iii) pursuing other alternatives.

 

If permitted by applicable laws, subsequent to the completion of the Offer, BPY intends to delist the Common Shares from the TSX and the New York Stock Exchange and to cause BPO to terminate its public reporting obligations under the Securities Exchange Act of 1934, as amended.

 

Each of BAM, Partners, PVF, BPY and the BPY General Partner will review its investment in BPO on a regular basis and, as a result thereof, may at any time and from time to time determine to take any available course of action and may take any steps to implement any such course of action, which may involve one or more of the types of transaction specified in clauses (a) through (j) of Item 4 of Schedule 13D. Notwithstanding anything to the contrary in this Schedule 13D, each of BAM, Partners, PVF, BPY and the BPY General Partner specifically reserves the right to change its intentions with respect to any or all of such matters.

 

Other than as described or contemplated above, none of the Reporting Persons and, to the Reporting Persons’ knowledge, the Scheduled Persons, has any current plans or proposals that relate to or would result in:

 

(a)                                 the acquisition by any person of additional securities of BPO, or the disposition of securities of BPO;

 

(b)                                 an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving BPO or any of its subsidiaries;

 

(c)                                  a sale or transfer of a material amount of assets of BPO or any of its subsidiaries;

 

(d)                                 any change in the present board of directors or management of BPO, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;

 

(e)                                  any material change in the present capitalization or dividend policy of BPO;

 

(f)                                   any other material change in BPO’s business or corporate structure;

 

(g)                                  changes in BPO’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of BPO by any person;

 

(h)                                 causing a class of securities of BPO to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

 

(i)                                     a class of equity securities of BPO becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or

 

(j)                                    any action similar to any of those enumerated above.

 

See Item 3 and Item 5. The information set forth in response to this Item 4 is qualified in its entirety by reference to the Offer to Purchase.

 

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5.                                      Interest in Securities of the Issuer.

 

(a)-(b)              As of the date hereof, each of BAM, Partners, PVF, BPY and the BPY General Partner may be deemed to be the beneficial owner of 278,690,000 Common Shares, consisting of 249,362,561 Common Shares currently owned by BPY and 29,327,439 Common Shares that Signature Global Asset Management and RBC Global Asset Management Inc. have agreed, pursuant to their respective lock-up agreements dated September 29, 2013, to deposit or cause to be deposited under the Offer. Together, such Common Shares represent approximately 55.0% of the issued and outstanding Common Shares as of January 31, 2014. In addition, BPY Canada Subholdings 1 ULC, a wholly-owned subsidiary of BPY (“CanHoldco 1 ULC”), also owns 13,797,320 Class A Preference Shares of BPO (“Class A Shares”), which provide holders of the Class A Shares with one vote for each Class A Share held. The Class A Shares held by CanHoldco 1 ULC represent approximately 2.7% of BPO’s outstanding voting interests. Each of BAM, Partners, PVF, BPY and the BPY General Partner may be deemed to have shared power to vote or direct the vote of the Common Shares beneficially owned by it or to dispose of such Common Shares. The lock-up agreements are filed with this Schedule 13D as Exhibits 10 and 11, and are incorporated herein by reference.

 

As of the date hereof, Gordon E. Arnell may be deemed to be the beneficial owner of 417,250 Common Shares representing approximately 0.08% of the issued and outstanding Common Shares as of January 31, 2014, and have sole power to vote or direct the vote of the Common Shares beneficially owned by him or to dispose of such Common Shares. As of the date hereof, Richard B. Clark may be deemed to be the beneficial owner of 3,542,500 Common Shares representing approximately 0.70% of the issued and outstanding Common Shares as of January 31, 2014, and have sole power to vote or direct the vote of the Common Shares beneficially owned by him or to dispose of such Common Shares. As of the date hereof, Jack L. Cockwell may be deemed to be the beneficial owner of 332,910 Common Shares representing approximately 0.06% of the issued and outstanding Common Shares as of January 31, 2014, and have sole power to vote or direct the vote of the Common Shares beneficially owned by him or to dispose of such Common Shares. As of the date hereof, J. Bruce Flatt may be deemed to be the beneficial owner of 261,610 Common Shares representing approximately 0.05% of the issued and outstanding Common Shares as of January 31, 2014, and have sole power to vote or direct the vote of the Common Shares beneficially owned by him or to dispose of such Common Shares. As of the date hereof, Lance Liebman may be deemed to be the beneficial owner of 450 Common Shares representing approximately 0.00% of the issued and outstanding Common Shares as of January 31, 2014, and have sole power to vote or direct the vote of the Common Shares beneficially owned by him or to dispose of such Common Shares. As of the date hereof, Philip B. Lind may be deemed to be the beneficial owner of 3,900 Common Shares representing approximately 0.00% of the issued and outstanding Common Shares as of January 31, 2014, and have sole power to vote or direct the vote of the Common Shares beneficially owned by him or to dispose of such Common Shares. As of the date hereof, Samuel J.B. Pollock may be deemed to be the beneficial owner of 932,720 Common Shares representing approximately 0.18% of the issued and outstanding Common Shares as of January 31, 2014, and have sole power to vote or direct the vote of the Common Shares beneficially owned by him or to dispose of such Common Shares. As of the date hereof, Diana L. Taylor may be deemed to be the beneficial owner of 1,000 Common Shares representing approximately 0.00% of the issued and outstanding Common Shares as of January 31, 2014, and have sole power to vote or direct the vote of the Common Shares beneficially owned by her or to dispose of such Common Shares.

 

(c)                                  Other than as described in Item 4, none of the Reporting Persons, nor, to their knowledge, any of the Scheduled Persons, has effected any transaction in Common Shares during the past sixty (60) days.

 

(d)                                 No person is known to any of the Reporting Persons or, to the Reporting Persons’ knowledge, the Scheduled Persons, to have the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, any such Common Shares.

 

(e)                                  Not applicable.

 

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6.                                      Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

 

The information set forth in Item 2, Item 4 and the Offer to Purchase is incorporated herein by reference.

 

7.                                      Material to be Filed as Exhibits.

 

Exhibit 1	Joint Filing Agreement, dated February 24, 2014, among Brookfield Asset Management Inc., Partners Limited, Partners Value Fund Inc., Brookfield Property Partners LP. and Brookfield Property Partners Limited
Exhibit 2	The Offer to Purchase of BPY, Brookfield Property Split Corp. and Brookfield Office Properties Exchange LP, dated February 11, 2014 (incorporated by reference to the tender offer statement on Schedule 14D-1F filed by BPY with the SEC on February 12, 2014).
Exhibit 3	Letter to shareholders of Brookfield Office Properties Inc. (incorporated by reference to exhibit 99.1 to the tender offer statement on Schedule 14D-1F filed by BPY with the SEC on February 12, 2014).
Exhibit 4	Press release issued by BPY, dated September 30, 2013 (incorporated by reference to BPY’s press release filed with the SEC pursuant to Rule 425 of the Securities Act of 1933, as amended (the “Securities Act”) on September 30, 2013).
Exhibit 5	Press release issued by BPY, dated November 1, 2013 (incorporated by reference to BPY’s press release filed with the SEC pursuant to Rule 425 of the Securities Act on November 1, 2013).
Exhibit 6	Press release issued by BPY, dated December 20, 2013 (incorporated by reference to BPY’s press release filed with the SEC pursuant to Rule 425 of the Securities Act on December 20, 2013).
Exhibit 7	Press release issued by BPY, dated February 12, 2014 (incorporated by reference to BPY’s press release filed with the SEC pursuant to Rule 425 of the Securities Act on February 12, 2014).
Exhibit 8	Corporate profile of Brookfield Property Partners L.P. (incorporated by reference to BPY’s corporate profile filed with the SEC pursuant to Rule 425 of the Securites Act on February 19, 2014).
Exhibit 9	Debt Commitment Letter, dated February 4, 2014, by and among Brookfield Property Partners L.P., The Toronto-Dominion Bank, Canadian Imperial Bank of Commerce, Citibank N.A., Deutsche Bank AG, New York Branch, HSBC Bank Canada, and Royal Bank of Canada (incorporated by reference to Exhibit 10.7 to Amendment No. 2 to the Registration Statement on Form F-4 filed by BPY with the SEC on February 4, 2014).
Exhibit 10	Lock-up Agreement, dated September 29, 2013, by and between BPY and Signature Global Asset Management (incorporated by reference to exhibit 99.7 to the tender offer statement on Schedule 14D-1F filed by BPY with the SEC on February 12, 2014).
Exhibit 11	Lock-up Agreement, dated September 29, 2013, by and between BPY and RBC Global Asset Management Inc. (incorporated by reference to exhibit 99.8 to the tender offer statement on Schedule 14D-1F filed by BPY with the SEC on February 12, 2014).

 

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SIGNATURE

 

After reasonable inquiry and to the best of each undersigned’s knowledge and belief, each undersigned certifies as to itself that the information set forth in this statement is true, complete and correct.

 

 

Dated: February 24, 2014		BROOKFIELD ASSET MANAGEMENT INC.
		By:	/s/ Aleks Novakovic
			Name: Aleks Novakovic
			Title: Managing Partner
		By:	/s/ Joseph Freedman
			Name: Joseph Freedman
			Title: Senior Managing Partner
Dated: February 24, 2014		PARTNERS LIMITED
		By:	/s/ Derek E. Gorgi
			Name: Derek E. Gorgi
			Title: Assistant Secretary
		By:	/s/ Marc Vanneste
			Name: Marc Vanneste
			Title: Assistant Secretary
Dated: February 24, 2014		PARTNERS VALUE FUND INC.
		By:	/s/ Brian D. Lawson
			Name: Brian D. Lawson
			Title: Director
		By:	/s/ Allen G. Taylor
			Name: Allen G. Taylor
			Title: Vice President, Finance
Dated: February 24, 2014		BROOKFIELD PROPERTY PARTNERS L.P., by its general partner, BROOKFIELD PROPERTY PARTNERS LIMITED
		By:	/s/ Jane Sheere
			Name: Jane Sheere
			Title: Corporate Secretary

 

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Dated: February 24, 2014		BROOKFIELD PROPERTY PARTNERS LIMITED
		By:	/s/ Jane Sheere
			Name: Jane Sheere
			Title: Corporate Secretary

 

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SCHEDULE I

 

Brookfield Asset Management Inc.

 

Name and Position of  Officer or Director		Principal Business Address		Principal Occupation or  Employment		Citizenship
Jeffrey M. Blidner, Senior Managing Partner		181 Bay Street, Suite 300 Toronto, Ontario M5J 2T3, Canada		Senior Managing Partner of Brookfield		Canada
Jack L. Cockwell, Director		51 Yonge Street, Suite 400, Toronto, Ontario M5E 1J1, Canada		Group Chairman of Brookfield		Canada
Marcel R. Coutu, Director		Canadian Oil Sands Limited 2500 First Canadian Centre 350 — 7th Ave. S.W. Calgary, Alberta T2P 3N9 Canada		President and Chief Executive Officer of Canadian Oil Sands Limited		Canada
J. Bruce Flatt, Director and Senior Managing Partner and Chief Executive Officer		181 Bay Street, Suite 300 Toronto, Ontario M5J 2T3, Canada		Senior Managing Partner and Chief Executive Officer of Brookfield		Canada
Robert J. Harding, Director		Brookfield Global Infrastructure Advisory Board 181 Bay Street, Suite 300, Brookfield Place, Toronto, Ontario M5J 2T3, Canada		Chairman of BGIAB and Corporate Director of Brookfield		Canada
Maureen Kempston Darkes, Director		c/o 21 Burkebrook Place, Apt. 712, Toronto, Ontario M4G 0A2, Canada		Formerly GM Group Vice-President		Canada
David W. Kerr, Director		c/o 51 Yonge Street, Suite 400, Toronto, Ontario M5E 1J1, Canada		Corporate Director of Brookfield		Canada
Brian D. Lawson, Senior Managing Partner and Chief Financial Officer		181 Bay Street, Suite 300 Toronto, Ontario M5J 2T3, Canada		Senior Managing Partner and Chief Financial Officer of Brookfield		Canada
Lance Liebman, Director		Columbia Law School 435 West 116th Street New York, New York 10027 —7297, U.S.A.		William S. Beinecke Professor of Law		U.S.A.
Philip B. Lind, Director		Rogers Communications Inc. 333 Bloor Street East, 10th Floor, Toronto, Ontario M4W 1G9, Canada		Vice-Chairman of Rogers Communications Inc.		Canada
Frank J. McKenna, Director		TD Bank Group, P.O. Box 1, TD Centre, 66 Wellington St. West, 4th Floor, TD Tower, Toronto, Ontario M5K 1A2, Canada		Deputy Chair of TD Bank Group		Canada
George E. Myhal, Senior Managing Partner		181 Bay Street, Suite 300 Toronto, Ontario M5J 2T3, Canada		Senior Managing Partner of Brookfield		Canada
Youssef A. Nasr, Director		P.O. Box 16 5927, Beirut, Lebanon		Formerly Chief Executive Officer of HSBC Bank Middle East Limited		Lebanon and U.S.A.
Lord Augustine Thomas O’Donnell		181 Bay Street, Suite 300 Toronto, Ontario M5J 2T3, Canada		Strategic Advisor to TD Bank Group		United Kingdom
James A. Pattison, Director		The Jim Pattison Group, 1800 —1067 West Cordova Street, Vancouver, B.C. V6C 1C7, Canada		Chairman, President and Chief Executive Officer of The Jim Pattison Group		Canada
Samuel J.B. Pollock, Senior Managing Partner		181 Bay Street, Suite 300 Toronto, Ontario M5J 2T3, Canada		Senior Managing Partner of Brookfield		Canada
Ngee Huat Seek, Director		GIC Real Estate Pte. Ltd. 168 Robinson Road #37 — 01 Capital Tower Singapore 0689 12		Advisor, GIC Real Estate Pte. Ltd.		Singaporean
Diana L. Taylor, Director		Wolfensohn & Company L.L.C. 1350 Avenue of the Americas, Suite 2900 New York, N.Y. 10019		Managing Director, Wolfensohn & Company L.L.C.		U.S.A.
George S. Taylor, Director		c/o R.R. #3, 4675 Line 3, St. Marys, Ontario N4X 1C6, Canada		Corporate Director of Brookfield		Canada
A.J. Silber, Vice-President, Legal Affairs and Corporate Secretary		181 Bay Street, Suite 300 Toronto, Ontario M5J 2T3, Canada		Vice-President, Legal Affairs and Corporate Secretary of Brookfield		Canada

 

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SCHEDULE II

 

Partners Limited

 

Name and Position of  Officer or Director		Principal Business  Address		Principal Occupation or  Employment		Citizenship
Jack. L. Cockwell, Director and Chairman		51 Yonge Street, Suite 400 Toronto, Ontario M5E 1J1, Canada		Group Chairman of Brookfield		Canada
J. Bruce Flatt, Director		Brookfield Asset Management, Inc., 181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada		Senior Managing Partner and Chief Executive Officer of Brookfield		Canada
David W. Kerr, Director		c/o 51 Yonge Street, Suite 400 Toronto, Ontario M5E 1J1, Canada		Corporate Director		Canada
Brian D. Lawson, Director and President		Brookfield Asset Management, Inc., 181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada		Senior Managing Partner and Chief Financial Officer of Brookfield		Canada
George E. Myhal, Director		Brookfield Investment Management Inc., 181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada		Senior Managing Partner		Canada
Timothy R. Price, Director		c/o 51 Yonge Street, Suite 400 Toronto, Ontario M5E 1J1, Canada		Chairman, Brookfield Funds		Canada
Samuel J.B. Pollock, Director		Brookfield Asset Management, Inc., 181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada		Senior Managing Partner		Canada
Tony E. Rubin, Treasurer		Brookfield Asset Management, Inc., 181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada		Senior Managing Partner		Canada

 

15

 

SCHEDULE III

 

Partners Value Fund Inc.

 

Name and Position of Officer or Director		Principal Business Address		Principal Occupation or Employment		Citizenship
John P. Barratt, Director		c/o Suite 200, #10 — 2130 Dickson Road, Mississauga, Ontario M5E 1J1, Canada		Corporate Director		Canada
Edward C. Kress, Director and President		c/o 51 Yonge Street, Suite 400 Toronto, Ontario M5E 1J1, Canada		Corporate Director		Canada
Brian D. Lawson, Director		Brookfield Asset Management, Inc., 181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada		Senior Managing Partner and Chief Financial Officer of Brookfield		Canada
Frank N.C. Lochan, Director and Chairman		228 Lakewood Drive, Oakville, Ontario L6K 1B2		Corporate Director		Canada
Ralph J. Zarboni, Director		The EM Group Inc., 14 Brewster Road, Brampton, Ontario L6G 5B7		Chairman and CEO of The EM Group Inc.		Canada
Allen G. Taylor, Vice-President Finance		Brookfield Asset Management, Inc., 181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada		Director, Finance of Brookfield		Canada

 

16

 

SCHEDULE IV

 

Brookfield Property Partners Limited, as the general partner of Brookfield Property Partners L.P.

 

Name and Position of Officer or Director		Principal Business Address		Principal Occupation or Employment		Citizenship
Jeffrey M. Blidner, Director		73 Front Street, Hamilton, HM 12, Bermuda		Senior Managing Partner of Brookfield		Canada
Gordon E. Arnell, Director		73 Front Street, Hamilton, HM 12, Bermuda		Corporate Director		Canada
Omar Carneiro da Cunha, Director		73 Front Street, Hamilton, HM 12, Bermuda		Senior Partner of Dealmaker Ltd. and BOND Consultoria Empresarial e Participacoes		Brazil
Stephen DeNardo, Director		73 Front Street, Hamilton, HM 12, Bermuda		Managing Director and President and Chief Executive Officer of RiverOak Investment Corp., LLC		U.S.A.
Louis Joseph Maroun, Director		73 Front Street, Hamilton, HM 12, Bermuda		Executive Chairman of Sigma Real Estate Advisors/Sigma Capital Corporation		Canada
Lars Rodert, Director		73 Front Street, Hamilton, HM 12, Bermuda		Senior Portfolio Manager of Inter IKEA Treasury, North America and Europe		Sweden
José Ramón Valente Vías, Director		73 Front Street, Hamilton, HM 12, Bermuda		Partner and Executive Director of ECONSULT		Chile

 

Brookfield Property Group LLC, as one of the service providers of Brookfield Property Partners L.P.

 

Name and Position of Officer or Director		Principal Business Address		Principal Occupation or Employment		Citizenship
Richard B. Clark, Chief Executive Officer		Brookfield Place, 250 Vesey Street, 15th Floor, New York, New York 10281		Chief Executive Officer of Brookfield Property Group LLC, one of the service providers of Brookfield Property Partners L.P.		U.S.A.
John Stinebaugh, Chief Financial Officer		Brookfield Place, 250 Vesey Street, 15th Floor, New York, New York 10281		Chief Financial Officer of Brookfield Property Group LLC, one of the service providers of Brookfield Property Partners L.P.		U.S.A.

 

17

Exhibit 1

 

JOINT FILING AGREEMENT

 

We, the signatories of the Statement on Schedule 13D to which this Agreement is attached, hereby agree that such statement is, and any amendments thereto filed by any of us will be, filed on behalf of each of us.

 

Dated: February 24, 2014

 

	BROOKFIELD ASSET MANAGEMENT INC.
	By:	/s/ Aleks Novakovic
		Name: Aleks Novakovic
		Title:   Managing Partner
	By:	/s/ Joseph Freedman
		Name: Joseph Freedman
		Title:   Senior Managing Partner
	PARTNERS LIMITED
	By:	/s/ Derek E. Gorgi
		Name: Derek E. Gorgi
		Title:   Assistant Secretary
	By:	/s/ Marc Vanneste
		Name: Marc Vanneste
		Title:   Assistant Secretary
	PARTNERS VALUE FUND INC.
	By:	/s/ Brian D. Lawson
		Name: Brian D. Lawson
		Title:   Director
	By:	/s/ Allen G. Taylor
		Name: Allen G. Taylor
		Title:   Vice President, Finance
	BROOKFIELD PROPERTY PARTNERS L.P., by its general partner, BROOKFIELD PROPERTY PARTNERS LIMITED
	By:	/s/ Jane Sheere
		Name: Jane Sheere
		Title:   Corporate Secretary
	BROOKFIELD PROPERTY PARTNERS LIMITED
	By:	/s/ Jane Sheere
		Name: Jane Sheere
		Title:   Corporate Secretary