Brookfield Office Properties Inc. · TSX:BPO.PR.A

Brookfield Office Properties — Merger or Acquisition (February 2014)

35 slides from Brookfield Office Properties's merger presentation, Feb 19, 2014

  1. Slide 1: Brookfield Property Partners L.P. Corporate Profile

    BROOKFIELD PROPERTY PARTNERS L.P. CORPORATE PROFILE 2014 JANUARY

  2. Slide 2: Overview of Brookfield Property Partners

    Diversified, global owner and operator of high-quality real estate assets KEY METRICS AT DECEMBER 31, 2013 Market Symbol $0.25 per unit ~5% yield Quarterly Distribution General Partner & Manager Brookfield Asset Management $25.231 INVESTMENT CHARACTERISTICS Total assets: $36 Billion1 Portfolio size:

  3. Slide 3: Update on BPO Privatization

    Update on BPO Privatization 3 On September 30, 2013, BPY announced its intention to make an offer to acquire “any or all” of the common shares of Brookfield Office Properties Inc. (“BPO”) that it does not currently own An Independent Committee of the board of directors of BPO was formed and appointe

  4. Slide 4: BPY's Mission

    Our mission is to be the leading globally-diversified owner and operator of high-quality real estate assets We seek to earn leveraged, after-tax returns of 12% to 15% on our invested capital Returns will be generated from a combination of cashflow and capital appreciation From time to time, capital

  5. Slide 5: Our Value Proposition

    Our Value Proposition 2013 Distributions Same Store NOI Growth Re-development/ Development Reducing Discount to NAV 2018 5 BPY offers investors the opportunity to earn a ~20% per annum return over the next five years with upside from new investments that Brookfield originates Organic growth of ~20%

  6. Slide 6: Our Value Creation Model

    We acquire high-quality assets on an opportunistic and/or core-plus return basis, then Utilize our operating platforms to add value through pro-active management, then Recycle capital to harvest value Our Value Creation Model Opportunistic Return Investments Typical Returns 15% + Acquire Actively ma

  7. Slide 7: Generating Premium Returns Through Capital Allocation

    Generating Premium Returns Through Capital Allocation 7 Source: Green Street, PMA, IPD, Bloomberg, Brookfield Property valuations fluctuate considerably based on market sentiment and other factors We leverage Brookfield’s global real estate platform to allocate capital to investments in sectors and

  8. Slide 8: Strong Track Record of Recycling Capital

    Strong Track Record of Recycling Capital 8 # of Asset Dispositions 29 33 23 52 59 Over the past five years, Brookfield has sold $4.5 billion of assets, generating approximately $100 million of gain over its IFRS carrying values

  9. Slide 9: Global Portfolio of Premier Properties

    NORTH AMERICA $28.7B Assets2 SOUTH AMERICA $1.0B Assets2 EUROPE $2.9B Assets2 AUSTRALIA $3.2B Assets2 Global Portfolio of Premier Properties1 9 All information is based upon BPY’s portfolio as of December 31, 2013 Based on proportionate ownership. OFFICE 163 properties, 93 MSF and 19 MSF development

  10. Slide 10: Office

    Office Our office holdings primarily consist of our interest in BPO as well as directly-owned assets; we develop, own and manage premier assets in North America, Australia and Europe We also own an approximately 22% interest in Canary Wharf Group plc (“Canary Wharf”), which includes 18 properties an

  11. Slide 11: Retail

    Retail Our retail platform consists of our fully-diluted 32% interest General Growth Properties, Inc. (“GGP”) and 39% interest in Rouse Properties, Inc. (“Rouse”), which together own, manage, lease and redevelop 154 high-quality regional malls in the United States with average sales of $522 psf Plat

  12. Slide 12: Diversity Across Geographies and Property Sectors

    Diversity Across Geographies and Property Sectors By Sector By Geography By Type of Investment Total Invested Capital of $15.9 billion1 12 (1) Invested capital represents equity attributable to BPY limited partnership units, and REUs (defined as Redeemable/Exchangeable and special limited partnershi

  13. Slide 13: Industrial

    Industrial KEY FINANCIAL METRICS PROFILE A high quality portfolio of logistics assets operating in North America and Europe $ millions, unless otherwise noted Proportionate basis, unless otherwise noted As at and for the year ending December 31, 2013 NOI $31 FFO $7 Total Assets $893 Equity Attributa

  14. Slide 14: Multi-family and Other

    Multi-family and Other KEY FINANCIAL METRICS PROFILE A diversified portfolio of high-quality assets in the multi-family and hospitality sectors $ millions, unless otherwise noted Proportionate basis, unless otherwise noted As at and for the year ending December 31, 2013 NOI $108 FFO $43 Total Assets

  15. Slide 15: Our Development Strategy

    Target selected development projects that offer attractive risk-adjusted returns Office: create “best-in-class” new stock in premium locations Retail: Convert large-box space into in-line retail; select expansion and renovation to strengthen mall within its market Industrial: leverage land bank with

  16. Slide 16: Regional market outlook

    BRAZIL Slowing growth and stubbornly high inflation Opportunities emerging as foreign capital leaves Growth of middle-class fuelling demand UNITED STATES Economic growth accelerating Real estate fundamentals improving at different paces Decreasing distress but still recapitalization opportunities CA

  17. Slide 17: Our Financing Strategy

    Our Financing Strategy 17 Finance predominantly with non-recourse debt Utilize a modest amount of corporate debt and preferred stock Raise debt financing in local currency with primarily fixed interest rates Seek to ladder maturities to reduce refinancing risk Target a pay-out ratio of 80% of FFO Re

  18. Slide 18: The BPY Value Proposition

    The BPY Value Proposition

  19. Slide 19: Same-Store NOI Growth

    Same-Store NOI Growth Office Lease Spreads Approximately 11 MSF of expiring space on a proportionate basis between 2014-2019 Average ~$3 per square foot initial lease spreads between 2014-2019 3.3% annual gross rent escalation on ~76% of leases Retail Lease Spreads Approximately 13 MSF of expiring s

  20. Slide 20: Development and Re-Development Potential

    Development and Re-Development Potential BPY has identified 90 million square feet of near-term development and re-development investments, representing $4.0 billion at BPY’s share of cost Expected to generate 8-11% yields over the next five years Existing Development and Re-Development Opportunitie

  21. Slide 21: Reducing BPY's Trading Discount

    Discount to NAV (%) Dividend Yield (%) Significant upside from narrowing BPY’s discount to intrinsic value as well as to peers 180 bps differential 870 bps differential 1 2 2 Reducing BPY’s Trading Discount 21 (1) Based on Pro Forma IFRS value per unit of $24.17 for BPY, as of December 31, 2013 (2)

  22. Slide 22: Financial Overview

    Financial Overview

  23. Slide 23: BPY Pro Forma Income Statement by Segment

    23 BPY Pro Forma Income Statement by Segment1 (1) Pro forma for BPY’s additional $1.4 billion investment in GGP announced Nov 1, 2013. (2) Proportionate represents interests attributable to BPY based upon its ownership of underlying assets. Proportionate adjustments are made to allocate most of the

  24. Slide 24: BPY Pro Forma Balance Sheet by Segment

    24 BPY Pro Forma Balance Sheet by Segment1 (1) Pro forma for BPY’s additional $1.4 billion investment in GGP announced Nov 1, 2013 (2) Proportionate represents interests attributable to LP Units and REUs (defined as Redeemable/Exchangeable and special partnership units of the operating partnership).

  25. Slide 25: BPY Proportionate Debt Maturity Schedule

    25 BPY Proportionate Debt Maturity Schedule Approximately 85% of BPY’s debt is non-recourse Currently 81% of debt is fixed rate debt, inclusive of interest rate swaps

  26. Slide 26: Structure and Governance

    Structure and Governance

  27. Slide 27: Relationship with Brookfield

    Relationship with Brookfield Largest investor with an effective economic interest of approximately 89% (~$12B equity investment) General partner BPY has a board of seven directors, the majority of whom are independent from Brookfield Relationship Agreement BPY is the primary entity through which Bro

  28. Slide 28: Strong Alignment with Brookfield

    Base management fee sized to cover manager’s overhead Equity enhancement and incentive distribution fees reward increase in market capitalization and distribution increases With an ~$12B equity investment, Brookfield’s greatest value driver is to increase returns on BPY’s equity Component Basis Init

  29. Slide 29: Attractive Structure

    Attractive Structure Bermuda-based publicly traded partnership that owns holding corporations primarily in the U.S., Canada, Australia, Western Europe and Brazil Committed to structuring our activities to avoid generating income connected with the conduct of a trade or business(1) BPY’s Structure Ty

  30. Slide 30: Management Team & Contacts

    Management Team & Contacts

  31. Slide 31: Investor Relations Contacts

    Investor Relations Contacts Contact Title E-Mail Address Phone Number Ric Clark Chief Executive Officer [email protected] (212) 417.7063 Brian Kingston President & Chief Investment Officer [email protected] (212) 979.1646 John Stinebaugh Chief Financial Officer john.stinebaugh@bro

  32. Slide 32: Important Cautionary Notes

    Brookfield Property Partners Important Cautionary Notes

  33. Slide 33: Important Cautionary Notes

    Important Cautionary Notes 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, 2013. All market data in this report is attributable to the following sources: Cushman & Wakefield, C

  34. Slide 34: Important Cautionary Notes

    Important Cautionary Notes 34 market factors in the countries in which we do business; the ability to enter into new leases or renew leases on favourable terms; business competition; dependence on tenants’ financial condition; the use of debt to finance our business; the behavior of financial market

  35. Slide 35: Brookfield Property Partners 2014

    Brookfield Property Partners 2014

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