This Annual Report on Form 10-K contains “forward-looking statements” within the meaning of “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995 (as set forth in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Exchange Act). Forward-looking statements include statements that are predictive in nature, depend upon or refer to future events or conditions, include statements regarding our operations, business, financial condition, expected financial results, performance, prospects, opportunities, priorities, targets, goals, ongoing objectives, strategies and outlook, as well as the outlook for North American and international economies for the current fiscal year and subsequent periods, and include words such as “expects,” “anticipates,” “plans,” “believes,” “estimates,” “seeks,” “intends,” “targets,” “projects,” “forecasts,” “likely,” or negative versions thereof and other similar expressions, or future or conditional verbs such as “may,” “will,” “should,” “would,” and “could.”

Although Brookfield DTLA Fund Office Trust Investor Inc. (“Brookfield DTLA” or “we”) believes that its anticipated future results, performance or achievements expressed or implied by the forward-looking statements and information are based upon reasonable assumptions and expectations, the reader should not place undue reliance on forward-looking statements and information because they involve known and unknown risks, uncertainties and other factors, many of which are beyond its control, which may cause Brookfield DTLA’s actual results, performance or achievements to differ materially from anticipated future results, performance or achievement expressed or implied by such forward-looking statements and information.

Factors that could cause actual results to differ materially from those contemplated or implied by forward-looking statements include, but are not limited to:

•Risks incidental to the ownership and operation of real estate properties, including local real estate conditions;

•The impact or unanticipated impact of general economic, political and market factors in the regions in which Brookfield DTLA or any of its subsidiaries does business, including as a result of the capacity limits imposed by both local and state governments on higher-risk activities and businesses, such as dine-in restaurants, bars, gyms and conference or convention centers, to combat the spread of the COVID-19 pandemic;

•The ability to enter into new leases or renew leases on favorable terms;

•Business competition;

•Dependence on tenants’ financial condition;

•The use of debt to finance Brookfield DTLA’s business or that of its subsidiaries;

•The behavior of financial markets, including fluctuations in interest rates;

•Uncertainties of real estate development or redevelopment;

•Global equity and capital markets and the availability of equity and debt financing and refinancing within these markets;

•Risks relating to Brookfield DTLA’s insurance coverage;

•Risks relating to trends in the office real estate industry including employee work-from home arrangements;

•The possible impact of international conflicts and other developments, including terrorist acts;

•Potential environmental liabilities;

•Changes in tax laws and other tax-related risks;

•Dependence on management personnel;

•Illiquidity of investments in real estate;

•Operational and reputational risks;

•Risks related to climatic change;

•Catastrophic events, such as earthquakes or pandemics/epidemics;

•Other factors that are described in “Risk Factors” in Part I, Item 1A. “Risk Factors” in this Annual Report on Form 10-K; and

•Other risks and factors detailed from time to time in reports filed by Brookfield DTLA with the United States Securities and Exchange Commission.

Brookfield DTLA cautions that the foregoing list of important factors that may affect future results is not exhaustive. When relying on Brookfield DTLA’s forward-looking statements or information, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. Except as required by law, Brookfield DTLA undertakes no obligation to publicly update or revise any forward-looking statements or information, whether written or oral, that may be as a result of new information, future events or otherwise.

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PART I

As used in this Annual Report on Form 10-K, unless otherwise indicated, tabular amounts are presented in thousands, except leasing information, percentage data and years.

As used in this Annual Report on Form 10-K, unless the context requires otherwise, the terms “Brookfield DTLA,” the “Company,” “us,” “we” and “our” refer to Brookfield DTLA Fund Office Trust Investor Inc. together with its direct and indirect subsidiaries.


~~Item 1.~~	~~Business.~~

Item 1.Business.

Our Company

~~As used in this Annual Report on Form 10-K, unless the context requires otherwise, the terms “Brookfield DTLA,” the “Company,” “us,” “we” and “our” refer to~~ Brookfield DTLA ~~Fund Office Trust Investor Inc.~~

~~Brookfield DTLA Fund Office Trust Investor Inc. (“Brookfield DTLA” or the “Company”)~~ is a Maryland corporation and was incorporated on April 19, 2013. Brookfield DTLA was formed for the purpose of consummating the transactions contemplated in the Agreement and Plan of Merger dated as of April 24, 2013, as amended (the ~~“Merger Agreement”~~“Merger Agreement”), and the issuance of shares of 7.625% Series A Cumulative Redeemable Preferred Stock (the ~~“Series~~“Series A preferred ~~stock”~~stock”) in connection with the acquisition of MPG Office Trust, Inc. and MPG Office, L.P. (together, ~~“MPG”~~“MPG”). Brookfield DTLA is a direct subsidiary of Brookfield DTLA Holdings LLC, a Delaware limited liability company (“DTLA ~~Holdings”~~Holdings”, and together with its affiliates excluding the Company and its subsidiaries, the ~~“Manager”~~“Manager”). DTLA Holdings is an indirect partially-owned subsidiary of Brookfield Property Partners L.P. (“BPY”), aan exempted limited partnership under the Laws of Bermuda, ~~(“BPY”),~~ which in turn is the flagship ~~listed real estate company of~~commercial property entity and the primary vehicle through which Brookfield Asset Management Inc. (“BAM”), a corporation under the Laws of Canada, ~~(“BAM”).~~invests in real estate on a global basis. On April 1, 2021, BAM and BPY announced an agreement for BAM to acquire 100% of the limited partnership units of BPY. The acquisition was completed in July 2021 and the acquisition did not have any impact to the Company.

As of December 31, 2021 and 2020, Brookfield DTLA ~~owns~~ owned Bank of America Plaza (“BOA Plaza”), EY Plaza, Wells Fargo Center–North Tower, Wells Fargo Center–South Tower, Gas Company Tower and 777 Tower, ~~each of~~ which ~~is a~~are Class A office ~~property~~properties, and FIGat7th, a retail center nestled between EY Plaza and 777 Tower. All of these properties are located in the Los Angeles Central Business District (the ~~“LACBD”~~“LACBD”) in Downtown Los Angeles, which has long been a major office district for law firms, accounting firms and ~~other investments.~~government agencies.

On May 31, 2019, Brookfield DTLA Fund Properties II LLC (“Fund II”), a wholly-owned subsidiary of the Company, entered into an agreement to contribute and transfer all of its wholly-owned interests in Brookfield DTLA 4050/755 Inc., the indirect property owner of 755 South Figueroa, a residential development property, in exchange for noncontrolling interests in a newly formed joint venture with Brookfield DTLA FP IV Holdings LLC, a wholly-owned subsidiary of DTLA Holdings. As of December 31, 2021, the Company’s ownership interest in the joint venture was 33.6%, a decrease from 47.8% as of December 31, 2020 as a result of additional capital contributed by Brookfield DTLA FP IV Holdings LLC to the joint venture during the year ended December 31, 2021.

Brookfield DTLA primarily receives its income from lease income, including tenant reimbursements, generated from the operations of its office and retail properties, and to a lesser extent, revenue from its parking garages.

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Brookfield DTLA has elected to be taxed as a real estate investment trust (“~~REIT”~~REIT”) pursuant to Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the ~~“Code”~~“Code”), commencing with its tax period ended December 31, 2013. Brookfield DTLA conducts and intends to conduct its operations so as to continue to qualify as a REIT. Accordingly, Brookfield DTLA is not subject to U.S. federal income tax, provided that it continues to qualify as a REIT and distributions to its stockholders, if any, generally equal or exceed its taxable income. Brookfield DTLA has elected to treat certain of its subsidiaries as taxable REIT subsidiaries (“TRS”). Certain activities that we undertake must be conducted by a TRS, such as non-customary services for our tenants, and holding assets that we cannot hold directly. A TRS is subject to both federal and state income taxes.

Brookfield DTLA receives its income primarily from rental income (including tenant reimbursements) generated from the operations of its office and retail properties, and to a lesser extent, from its parking garages.

Corporate Strategy

Brookfield DTLA’s current strategy is to own and invest in commercial properties primarily in the LACBD that are of a high-quality, determined by management’s view of the certainty of receiving ~~rental~~lease income payments generated by the tenants of those assets.

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Competition

Brookfield DTLA competes in the leasing of primarily office space with a number of other real estate companies.

Principal factors of competition in our primary business of owning and operating office properties are: the quality of properties, leasing terms (including rent and other charges and allowances for tenant improvements), attractiveness and convenience of location, the quality and breadth of tenant services provided, and reputation as an owner and operator of quality office properties in the LACBD. Additionally, our ability to compete depends upon, among other factors, trends in the national and local economies, investment alternatives, financial condition and operating results of current and prospective tenants, availability and cost of capital, construction and renovation costs, taxes, governmental regulations, legislation and population trends.

Segment, Geographical and Tenant Concentration Information

Segment Information—

Brookfield DTLA currently operates in a single reportable segment, ~~referred to as its office segment,~~ which includes the operation and management of its six commercial office ~~properties.~~properties and one retail property. Each of Brookfield DTLA’s operating properties is considered a separate operating segment, as each property earns revenues and incurs expenses, individual operating results are reviewed by management and discrete financial information is available. Management does not distinguish or group Brookfield DTLA’s consolidated operations based on geography, size or type. Brookfield DTLA’s operating properties have similar economic characteristics and provide similar products and services to tenants. As a result, Brookfield DTLA’s operating properties are aggregated into a single reportable segment.

Management also views the unconsolidated real estate joint venture, Brookfield DTLA Fund Properties IV LLC, as a separate operating segment. This joint venture engages in the development of the multifamily residential real estate property, 755 South Figueroa, which has different economic characteristics compared to commercial office and retail properties described above. The progress of the development project, funding requirements, projected returns and other discrete financial information of the joint venture are regularly reviewed by management to assess performance. However, since this joint venture is not considered material to the overall results of the Company, it is not a reportable segment.

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Geographical Information—

All of Brookfield DTLA’s properties are owned and our business is conducted in the ~~United States, and it does not derive any revenue from foreign sources.~~state of California.

Tenant Concentration Information—

Brookfield DTLA’s properties are typically leased to high credit-rated tenants for terms ranging from five to ten years, although we also enter into some ~~short-term as well as~~shorter or longer-term leases. As our entire portfolio is located in the LACBD, any specific economic changes within that location could affect our tenant base, and by extension, our profitability.

A significant portion of Brookfield DTLA’s ~~rental~~lease income ~~and tenant reimbursements revenue~~ is generated by a small number of ~~tenants.~~tenants. No tenant accounted for more than 10% of our consolidated ~~rental~~lease income ~~and tenant reimbursements revenue~~ during the ~~year~~years ended December 31, ~~2018.~~2021, 2020 and 2019. See Item 2. “Properties—Tenant Information.”

During the ~~year~~years ended December 31, ~~2018, EY Plaza,~~2021, 2020 and 2019, BOA Plaza, Wells Fargo Center–North Tower, Wells Fargo Center–South Tower, Gas Company Tower, EY Plaza and 777 Tower each contributed more than 10% of Brookfield DTLA’s consolidated revenue. The revenue generated by these six properties totaled ~~98%~~95%, 97% and 96% of Brookfield DTLA’s consolidated revenue during the ~~year~~years ended December 31, ~~2018.~~2021, 2020 and 2019, respectively.

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Government and Environmental Regulations

Brookfield DTLA’s office properties are subject to various laws, ordinances and regulations, including regulations relating to common areas. We believe that each of our properties has the necessary permits and approvals to operate its business.

Our properties must comply with Title III of the Americans with Disabilities Act of 1990 (the ~~“ADA”~~“ADA”) to the extent that such properties are “public accommodations” as defined by the ADA. The ADA may require removal of structural barriers to access by persons with disabilities in certain public areas of our properties where such removal is readily achievable. We believe that our properties are in substantial compliance with the ADA, and we continue to make capital expenditures to address the requirements of the ADA. Noncompliance with the ADA could result in the imposition of fines or an award of damages to private litigants. The obligation to make readily achievable accommodations is an ongoing one, and we continue to assess our properties and to make alterations as appropriate in this respect.

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Some of our properties contain, or may have contained, or are adjacent to or near other properties that have contained or currently contain, underground storage tanks for the storage of petroleum products or other hazardous or toxic substances. These operations create a potential for the release of petroleum products or other hazardous or toxic substances. ~~Also,~~In addition, some of our properties contain asbestos-containing building materials (“~~ACBM”~~ACBM”). Environmental laws require that ACBM be properly managed and maintained, and may impose fines and penalties on building owners or operators for failure to comply with these requirements. These laws may also allow third parties to seek recovery from owners or operators for personal injury associated with exposure to asbestos fibers. We can make no assurance that costs of future environmental compliance will not affect our ability to make distributions to our stockholders or that such costs or other remedial measures will not have a material adverse effect on our business, financial condition or results of operations. None of our recent site assessments revealed any past or present environmental liability that we believe would have a material adverse effect on our business, financial condition or results of operations.

From time to time, the U.S. Environmental Protection Agency (“EPA”) designates certain sites affected by hazardous substances as “Superfund” sites pursuant to the Comprehensive Environmental Response, Compensation, and Liability Act (“CERCLA”). Superfund sites can cover large areas, affecting many different parcels of land. The EPA identifies parties who are considered to be potentially responsible for the hazardous substances at Superfund sites and makes them liable for the costs of responding to the hazardous substances. The parcel of land on which Glendale Center (a property that was disposed of by MPG during 2012) is located within a large Superfund site. The site was designated as a Superfund site because the groundwater beneath the site is contaminated. We have not been named, and do not expect to be named, as a potentially responsible party for the site. If we were named, we would likely be required to enter into a ~~de minimis~~ ~~settlement with the EPA and pay nominal damages.~~

Independent environmental consultants have conducted Phase I or other environmental site assessments on all of the properties in our portfolio. Site assessments are intended to discover and evaluate information regarding the environmental condition of the surveyed property and surrounding properties. These assessments do not generally include soil samplings, subsurface investigations or an asbestos survey. None of the recent site assessments revealed any past or present environmental liability that we believe would have a material adverse effect on our business, financial condition or results of operations.

Environmental, Social and Governance (“ESG”)

As the largest manager of Class A office properties in Downtown Los Angeles, we achieve our sustainability goals through an integrated approach based on three principles:

•Develop, operate and renovate properties to achieve optimum energy efficiency, occupant satisfaction and reduced carbon emissions.

•Incorporate innovative environmental strategies in order to achieve best-in-industry environmental performance in all new office developments.

•Seek best-in-class environmental certifications, actively participate in green industry organizations, and support new initiatives that foster the energy and resource-efficient operation of office buildings and environmentally sustainable communities and practices.

In early 2021, our properties achieved the first ever UL Healthy Buildings Verification Mark for Indoor Air Quality (“IAQ”). To earn UL Verification, we participated in a thorough, comprehensive evaluation process that included on-site inspections and IAQ testing. Each property demonstrated excellent IAQ performance in bringing outdoor air into each property with superior filtering and circulation for the health and safety of its tenants and visitors. Ours is the largest portfolio to date to achieve this designation in Los Angeles and the first in Downtown Los Angeles.

The Company strives to reduce our energy footprint across all of our properties. We understand that incorporating energy efficiency measures into both our operating properties and new developments means long-term benefits, not only for our business, but for our tenants and communities as well. As of December 31, 2021, all of our properties are Leadership in Energy and Environmental Design (“LEED”) certified. LEED, which provides a framework for healthy, highly efficient, and cost-saving green buildings, is the most widely used green building rating system in the world.

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During 2021, the following energy reduction initiatives were made in our properties:

•At Wells Fargo Center–North Tower, florescent lights were replaced with light emitting diode (“LED”) lighting, which we expect to be 30% more efficient.

•At 777 Tower, lighting retrofit were completed for the entire lobby from 100W metal halides to 18W LEDs, reducing wattage by 75%. In addition, we replaced the two cooling towers’ fill material to improve efficiency by 35%.

•At Gas Company Tower, we installed a 480-V KVAR unit to reduce electricity consumption.

In addition, in 2021, BOA Plaza implemented a ground water harvesting system to offset domestic water consumption for the cooling tower make-up. We estimate the system will capture 160,000 gallons of ground water per quarter. Furthermore, at BOA Plaza, EY Plaza and 777 Tower, two active beehives were installed in each of the properties as part of the urban beekeeping honey production project. This interactive experience will allow for deeper conversations about sustainability and help to raise awareness surrounding industrial agriculture and its impact on the environment.

Insurance

To the extent an act or acts of terrorism produce losses in excess of the limits in place, the resulting loss could have a material adverse effect on Brookfield DTLA’s ~~consolidated~~business, financial ~~statements.~~condition, or results of operations. Brookfield DTLA is in compliance with the contractual obligations regarding terrorism insurance contained in such policies. See Item 1A. “Risk ~~Factors—Our insurance~~Factors—Insurance may not cover some potential losses or may not be obtainable at commercially reasonable rates, which could adversely affect our financial condition and results of operations.”

Employees

As of December 31, ~~2018,~~2021, Brookfield DTLA had no employees. The operations and activities of Brookfield DTLA are externally managed by employees of the Manager.

Corporate Offices

BPY owns the building in which Brookfield DTLA’s operations are managed: 250 Vesey Street, New York, NY 10281, telephone number 212-417-7000. ~~Brookfield DTLA believes that BPY’s current facilities are adequate for Brookfield DTLA’s present needs.~~

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Available Information

Brookfield DTLA files its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, Proxy Statements (if any), Information Statements and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the ~~“Exchange Act”~~“Exchange Act”) with the U.S. Securities and Exchange Commission (the ~~“SEC”~~“SEC”). ~~Such filings~~All reports we file with the SEC are available free of charge via EDGAR through ~~our~~the SEC website at http://www.sec.gov and on the Company’s website, http://www.dtlaofficefund.com, under “Reports & Filings—SEC Filings”, as soon as reasonably practicable after ~~the electronic filing of these reports is made~~we electronically file such material with, or furnish it to, the SEC. ~~The public may obtain information on~~Such filings are also available in print to any person who sends a written request to that effect to the ~~operation~~attention of ~~the~~Michelle L. Campbell, Senior Vice President, Secretary, and Director, Brookfield DTLA Fund Office ofTrust Investor Education and Advocacy by calling the SEC at 1-800-SEC-0330. The SEC maintains a website that contains reports, proxy details and other information regarding issuers that file electronically with the SEC at ~~www.sec.gov~~. Inc., 250 Vesey Street, 15th Floor, New York, NY 10281.

We have included the web addresses of Brookfield DTLA and the SEC as inactive textual references only. Except as specifically incorporated by reference into this document, information on these websites is not part of this document. Stockholders may also obtain a copy of Brookfield DTLA’s Annual Report on Form 10-K, Quarterly Reports on Form 10‑Q, Current Reports on Form 8‑K, Proxy Statements (if any), Information Statements and amendments to those reports by sending a written request to that effect to the attention of Michelle L. Campbell, Senior Vice President, Secretary, and Director, Brookfield DTLA Fund Office Trust Investor Inc., 250 Vesey Street, 15th Floor, New York, NY 10281.

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~~Item 1A.~~	~~Risk Factors.~~

Item 1A.Risk Factors.

~~Factors That May Affect Future Results~~

~~(Cautionary Statement Under the Private Securities Litigation Reform Act of 1995)~~

This Annual Report on Form 10-K contains “forward-looking statements” within the meaning of “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995 (as set forth in Section 27A of the U.S. Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Exchange Act). Forward-looking statements include statements that are predictive in nature, depend upon or refer to future events or conditions, include statements regarding our operations, business, financial condition, expected financial results, performance, prospects, opportunities, priorities, targets, goals, ongoing objectives, strategies and outlook, as well as the outlook for North American and international economies for the current fiscal year and subsequent periods, and include words such as “expects,” “anticipates,” “plans,” “believes,” “estimates,” “seeks,” “intends,” “targets,” “projects,” “forecasts,” “likely,” or negative versions thereof and other similar expressions, or future or conditional verbs such as “may,” “will,” “should,” “would,” and “could.”

Although Brookfield DTLA believes that its anticipated future results, performance or achievements expressed or implied by the forward-looking statements and information are based upon reasonable assumptions and expectations, the reader should not place undue reliance on forward-looking statements and information because they involve known and unknown risks, uncertainties and other factors, many of which are beyond its control, which may cause Brookfield DTLA’s actual results, performance or achievements to differ materially from anticipated future results, performance or achievement expressed or implied by such forward-looking statements and information.

~~Factors that could cause actual results to differ materially from those contemplated or implied by forward-looking statements include, but are not limited to:~~

Risks generally incident to the ownership of real property, including the ability to retain tenants and rent space upon lease expirations, the financial condition and solvency of our tenants, the relative illiquidity of real estate and changes in real estate taxes, regulatory compliance costs and other operating expenses;

Risks associated with the Downtown Los Angeles market, which is characterized by challenging leasing conditions, including limited numbers of new tenants coming into the market and the downsizing of large tenants in the market such as accounting firms, banks and law firms;

Risks related to increased competition for tenants in the Downtown Los Angeles market, including aggressive attempts by competing landlords to fill large vacancies by providing tenants with lower rental rates, increasing amounts of free rent and providing larger allowances for tenant improvements;

~~The impact or unanticipated impact of general economic, political and market factors in the regions in which Brookfield DTLA or any of its subsidiaries does business;~~

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~~The use of debt to finance Brookfield DTLA’s business or that of its subsidiaries;~~

~~The behavior of financial markets, including fluctuations in interest rates;~~

~~Uncertainties of real estate development or redevelopment;~~

~~Global equity and capital markets and the availability of equity and debt financing and refinancing within these markets;~~

~~Risks relating to Brookfield DTLA’s insurance coverage;~~

~~The possible impact of international conflicts and other developments, including terrorist acts;~~

~~Potential environmental liabilities;~~

~~Dependence on management personnel;~~

~~The ability to complete and effectively integrate acquisitions into existing operations and the ability to attain expected benefits therefrom;~~

~~Operational and reputational risks;~~

~~Catastrophic events, such as earthquakes and hurricanes; and~~

The impact of legislative, regulatory and competitive changes and other risk factors relating to the real estate industry, as detailed from time to time in the reports of Brookfield DTLA filed with the SEC.

The following is a discussion of the risk factors that Brookfield DTLA’s management believes are material to Brookfield DTLA at this time. These risks and uncertainties are not the only ones facing Brookfield DTLA and there may be additional matters that Brookfield DTLA is unaware of or that Brookfield DTLA currently considers immaterial. In addition to the other information included in this Annual Report on Form 10-K, ~~including the matters addressed above,~~ you should carefully consider the following risk factors. If any of these risks occur, our business, financial condition and operating results could be harmed, the market value of the Series A preferred stock could decline and stockholders could lose part or all of their investment.

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As used in this section, the terms “Brookfield DTLA,” the “Company,” “us,” “we” and “our” refer to Brookfield DTLA together with its direct and indirect subsidiaries, and the term “stockholders” means the holders of the Series A preferred stock.

RISKS RELATED TO THE OWNERSHIP OF BROOKFIELD DTLA SERIES A PREFERRED STOCK

Brookfield DTLA is dependent upon the assets and operations of its direct and indirect subsidiaries. Brookfield DTLA is a holding company and does not own any material assets other than the equity interests of its subsidiaries, which conduct all of the Company’s operations. As a result, distributions or advances from the Company’s subsidiaries will be the primary source of funds available to meet the obligations of the Company, including any obligation to pay dividends, if declared, or other distributions in respect of the Series A preferred stock. Our current and future obligations and liabilities may limit, and the terms of certain of the equity interests issued in connection with the transactions immediately following the consummation of the merger will limit, the amount of funds available to Brookfield DTLA for any purpose, including for dividends or distributions to holders of its capital stock, including the Series A preferred stock.

Brookfield DTLA’s subsidiaries have issued, and may in the future issue, equity securities that are senior to the equity interests of such subsidiary that are owned, directly or indirectly, by the Company. The respective organizational documents of Brookfield DTLA and its subsidiaries generally do not restrict the issuance of debt or equity by any of Brookfield DTLA’s subsidiaries, and any such issuance may adversely impact the amount of funds available to Brookfield DTLA for any purpose, including for dividends or other distributions to holders of its capital stock, including the Series A preferred stock. As part of the transactions immediately following the consummation of the merger with MPG, subsidiaries of the Company issued equity interests that rank senior to the equity securities of such subsidiaries held indirectly by Brookfield DTLA, and as a result, effectively rank senior to the Series A preferred stock. Additionally, at the time of the merger with MPG, DTLA Holdings made a commitment to contribute up to $260.0 million in cash or property to Brookfield DTLA Fund Properties II LLC ~~(“New OP”),~~ for which it will be entitled to receive a preferred return. Effective November 2020, pursuant to the Amendment to Limited Liability Company Agreement of Fund II, such contribution commitment increased by $50.0 million to $310.0 million. As of December 31, ~~2018 and the date of this report, $85.2~~2021, $21.2 million is available to the Company under this commitment for future funding.

The Series B preferred interest in ~~New OP~~Fund II held by DTLA Holdings is effectively senior to the interest in ~~New OP~~Fund II held by Brookfield DTLA and has a priority on distributions senior to the equity securities of such subsidiaries held indirectly by Brookfield DTLA and, as a result, effectively rank senior to the Series A preferred stock. The Series B preferred interest in ~~New OP~~Fund II may limit the amount of funds available to Brookfield DTLA for any purpose, including for dividends or other distributions to holders of its capital stock, including the Series A preferred stock.

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In addition, the amount of cash Brookfield DTLA currently generates from its operations is not sufficient to cover ~~Brookfield DTLA’s~~its operating, financing and investing activities, resulting in “negative cash burn,” and there can be no assurance that the amount of Brookfield DTLA’s negative cash burn will decrease, or that it will not increase, in the future. If Brookfield DTLA’s operating cash ~~flow~~flows and capital are not sufficient to cover its operating costs or to repay its indebtedness as it comes due, we may issue additional debt and/or equity, including to affiliates of Brookfield DTLA, which ~~issuances~~ could further adversely impact the amount of funds available to Brookfield DTLA for any purpose, including for dividends or other distributions to holders of its capital stock, including the Series A preferred stock. In many cases, such securities may be issued if authorized by the board of directors of Brookfield DTLA without the approval of ~~the~~ holders of the Series A preferred stock.

The Series A preferred stock effectively ranks junior to any indebtedness of Brookfield DTLA and its subsidiaries. The Series A preferred stock effectively ranks junior to the indebtedness of Brookfield DTLA or any of its direct or indirect subsidiaries. Holders of the Series A preferred stock do not have the right to prevent us from incurring additional indebtedness. As a result, we could become more leveraged, which may increase debt service costs and could adversely affect our cash flows, results of operations, ~~and~~ financial condition, and the availability of funds for dividends or distributions to holders of Brookfield DTLA’s capital stock, including the Series A preferred stock.

The Series A preferred stock has no stated maturity date, Brookfield DTLA is not obligated to declare and pay dividends on the Series A preferred stock, and Brookfield DTLA may never again declare dividends on the Series A preferred stock. The Series A preferred stock has no stated maturity date, and accordingly, could remain outstanding indefinitely. In addition, while the Series A preferred stock will accumulate dividends at the stated rate (whether or not authorized by the board of directors of Brookfield DTLA and declared by the Company), there is no requirement that Brookfield DTLA declare and pay dividends on the Series A preferred stock, and except for a one time dividend of $2.25 per share of Series A preferred stock that was paid in connection with the settlement on a class-wide basis of the litigation brought in Maryland State Court and styled as In re MPG Office Trust Inc. Preferred Shareholder Litigation, Case No. 24-C-13-004097, Brookfield DTLA has not, and may not in the future, declare and pay dividends on the Series A preferred stock.

Brookfield DTLA’s ability to pay dividends is limited by the requirements of Maryland law. Brookfield DTLA’s ability to pay dividends on the Series A preferred stock is limited by the laws of the State of Maryland. Under ~~the~~ Maryland General Corporation Law (“~~MGCL”~~MGCL”), a Maryland corporation generally may not make a distribution if, after giving effect to the distribution, the corporation would not be able to pay its debts as the debts become due in the usual course of business or the corporation’s total assets would be less than the sum of its total liabilities plus all prior liquidation preferences (unless the charter of the corporation provides otherwise). Accordingly, with limited exception, Brookfield DTLA may not make a distribution (including a dividend payment or redemption) on the Series A preferred stock if, after giving effect to the distribution, Brookfield DTLA may not be able to pay its debts as they become due in the usual course of business or its total assets would be less than the sum of Brookfield DTLA’s total liabilities plus prior liquidation preferences, if any. Due to the foregoing limitations, there can be no assurance that, if Brookfield DTLA desires to declare and pay dividends in the future, that it would be legally permissible for itthe Company to do so.

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There was no established trading market for shares of the Series A preferred stock at the time of issuance and the shares may be delisted and deregistered in the future. The Series A preferred stock was issued in connection with the consummation of the transactions contemplated by the Merger Agreement and there was no established trading market for the shares of Series A preferred stock.

Although the Series A preferred stock is currently registered under the Exchange Act and listed on the New York Stock Exchange, Brookfield DTLA may apply for delisting of the Series A preferred stock in the future provided the requirements for delisting are met. If the Series A preferred stock is delisted, the market for the shares of Series A preferred stock could be adversely affected, though price quotations for the shares of Series A preferred stock might still be available from other sources. Subject to compliance with applicable securities laws, the registration may be terminated if the shares are not listed on a national securities exchange and there are fewer than 300 holders. The extent of the public market for the Series A preferred stock and availability of such quotations would depend upon such factors as the number of holders and/or the aggregate market value of the publicly held shares of Series A preferred stock at such time, the interest in maintaining a market in the Series A preferred stock on the part of securities firms, the possible termination of registration of the Series A preferred stock under the Exchange Act and other factors. Termination of registration would substantially reduce the information required to be furnished to holders of the Series A preferred stock.

Brookfield DTLA’s charter contains provisions that may delay, defer or prevent transactions that may be beneficial to ~~the~~ holders of the ~~Company~~Company’s Series A preferred stock. Brookfield DTLA’s charter contains provisions that are intended to, among other purposes, assist it in qualifying as a REIT. The charter provides that subject to certain exceptions, including exemptions that may be granted by the board of directors of Brookfield DTLA under certain circumstances, no person or entity may beneficially own or constructively own more than 9.8% (by value or by number of shares, whichever is more restrictive) of the outstanding shares of Brookfield DTLA’s common stock or Series A preferred stock. Any attempt to own or transfer shares of Brookfield DTLA’s common stock or Series A preferred stock in excess of the applicable ownership limit without the consent of the board of directors of Brookfield DTLA either will result in the shares being transferred by operation of the charter to a charitable trust, and the person who attempted to acquire such shares will not have any rights in such shares, or in the transfer being void. These restrictions on transferability and ownership will not apply if the board of directors of Brookfield DTLA determines that it is no longer in the Company’s best interests to ~~attempt to qualify, or~~conduct its operations so as to continue to qualify as a REIT or if the board of directors of Brookfield DTLA determines that such restrictions are no longer necessary to maintain REIT status. The ownership limit may delay or impede a transaction or a change in control that might be in the best interests of ~~the~~ Brookfield DTLA’s stockholders, including ~~the~~ holders of the Series A preferred stock.

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Brookfield DTLA may authorize and issue capital stock without the approval of holders of the Series A preferred stock. While Brookfield DTLA may not, without a vote of the holders of the Series A preferred stock, authorize, create, issue or increase the authorized or issued amount of any class of capital stock ranking senior to the Series A preferred stock with respect to payment of dividends or the distribution of assets upon the liquidation, dissolution or winding up of the affairs of Brookfield DTLA, its charter authorizes the board of directors of Brookfield DTLA, without any action by its stockholders, to (i) amend the charter to increase or decrease the aggregate number of shares of stock or the number of shares of stock of any class or series that Brookfield DTLA has the authority to issue, (ii) issue authorized but unissued shares of common stock or Series A preferred stock, and (iii) classify or reclassify any unissued shares of common stock or Series A preferred stock and to set the preferences, rights and other terms of such classified or unclassified shares. There can be no assurance that the board of directors of Brookfield DTLA will not establish additional classes and/or series of capital stock that would delay, defer or prevent a transaction that may be in the best interests of its stockholders, including ~~the~~ holders of the Series A preferred stock.

Holders of the Series A preferred stock have limited voting rights. DTLA Holdings owns 100% of the outstanding shares of ~~the~~Brookfield DTLA’s common stock and controls 100% of the aggregate voting power of ~~its~~the Company’s capital stock, except that holders of the Series A preferred stock have voting rights, under certain circumstances, (1) to elect two preferred directors to the board of directors of Brookfield DTLA (referred to as preferred directors) and (2) with respect to (i) the creation of additional classes or series of preferred stock that are senior to the Series A preferred stock and (ii) an amendment of its charter (whether by merger, consolidation, transfer or conveyance of all or substantially all of ~~our~~the Company’s assets or otherwise) that would materially adversely affect the rights of holders of the Series A preferred stock. By virtue of their limited voting rights, holders of the Series A preferred stock have limited control over the outcome of any corporate transaction or other matters that Brookfield DTLA confronts.

Certain provisions of Maryland law could inhibit changes in control. Certain provisions of the MGCL may have the effect of inhibiting a third party from making a proposal to acquire usthe Company or of impeding a change in control under circumstances that otherwise could be in the best interests of Brookfield DTLA’s stockholders, including: (1) “business combination” provisions that, subject to limitations, prohibit certain business combinations between Brookfield DTLA and an “interested stockholder” (defined generally as any person who beneficially owns 10% or more of the voting power of the outstanding voting stock of Brookfield DTLA or any affiliate or associate who, at any time within the two-year period prior to the date in question, was the beneficial owner of 10% or more of the voting power of the then outstanding stock of Brookfield DTLA) or an affiliate thereof for five years after the most recent date on which the stockholder becomes an interested stockholder, and thereafter imposes special appraisal rights and supermajority stockholder voting requirements on these combinations; and (2) “control share” provisions that provide that a holder of “control shares” of Brookfield DTLA (defined as shares that, when aggregated with other shares controlled by the stockholder except solely by virtue of a revocable proxy, entitle the stockholder to exercise one of three increasing ranges of voting power in electing directors) acquired in a “control share acquisition” (defined as the direct or indirect acquisition of ownership or control of issued and outstanding “control shares”) has no voting rights with respect to such shares except to the extent approved by Brookfield DTLA’s stockholders by the affirmative vote of at least two-thirds of all the votes entitled to be cast on the matter, excluding all interested shares. Brookfield DTLA has opted out of these provisions of the MGCL, in the case of the business combination provisions of the MGCL by resolution of the board of directors of Brookfield DTLA, and in the case of the control

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share provisions of the MGCL pursuant to a provision in its bylaws. However, the board of directors of Brookfield DTLA may by resolution elect to opt in to the business combination provisions of the MGCL and Brookfield DTLA may, by amendment to its bylaws, opt in to the control share

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provisions of the MGCL in the future. In addition, provided that Brookfield DTLA has a class of equity securities registered under the Exchange Act and at least three independent directors, Subtitle 8 of Title 3 of the MGCL permits Brookfield DTLA to elect to be subject, by provision in its charter or bylaws or a resolution of the board of directors of Brookfield DTLA and notwithstanding any contrary provision in ~~the~~its charter or bylaws, to certain provisions, including, among other provisions, a classified board of directors and a requirement that a vacancy on the board of directors be filled only by the remaining directors and for the remainder of the full term of the class of directors in which the vacancy occurred. Brookfield DTLA’s charter and bylaws and the MGCL also contain other provisions that may delay, defer or prevent a transaction or a change in control that might otherwise be in the best interests of its stockholders, including ~~the~~ holders of the Series A preferred stock.

The Manager controls the management and ~~operation~~operations of Brookfield DTLA. ~~Brookfield DTLA is managed by~~The Company does not directly employ any of the ~~Manager.~~persons responsible for managing its business or operations. The Manager, through DTLA Holdings, manages the operations and activities, and controls Brookfield DTLA, including the power to vote to elect all members of the board of directors (other than the preferred directors). By virtue of its control of and substantial ownership in Brookfield DTLA, the Manager has significant influence over the outcome of any corporate transaction or other matters that Brookfield DTLA confronts. Subject to any limitations contained in Brookfield DTLA’s charter, bylaws or as may be required by applicable law, holders of the Series A preferred stock will be unable to block any such matter in their capacity as stockholders or through their representation under certain circumstances, if any, by up to two directors on the board of directors (which directors are not a majority of the members comprising the board of directors).

There may be conflicts of interest in Brookfield DTLA’s relationship with the Manager. ~~Certain subsidiaries of~~ Brookfield DTLA and its subsidiaries have entered or may enter into arrangements with the Manager, pursuant to which the Manager ~~serves as a service provider with respect to the properties that these companies own. These services include~~provides property management and various other services. In consideration for the services provided under these ~~agreements,~~arrangements, the Manager is paid fees by ~~Brookfield DTLA and its subsidiaries. In addition, the Manager may enter into additional agreements, including additional service agreements, with~~ Brookfield DTLA and its subsidiaries. There can be no assurance that these agreements will be made on terms that will be at least as favorable to Brookfield DTLA and its subsidiaries as those that could have been obtained in an arm’s length transaction between parties that are not affiliated. Accordingly, these agreements may involve conflicts between the ~~interest~~interests of the Manager, on the one hand, and Brookfield DTLA and its subsidiaries, on the other hand.

Members of Brookfield DTLA’s management team have competing duties to other entities. Brookfield DTLA’s executive officers are employees of the Manager and therefore do not spend all of their time managing the Company’s activities and real estate portfolio. Many of Brookfield DTLA’s executive officers allocate most of their time to other businesses and activities. None of these individuals is required to devote a specific amount of time to Brookfield DTLA’s affairs. Accordingly, Brookfield DTLA competes with BPY and BAM, ~~its~~their affiliates and possibly other entities for the time and attention of these officers.

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COMPANY AND REAL ESTATE INDUSTRY RISKS

~~Brookfield DTLA’s current strategy is to own~~The Company’s business, results of operations and ~~invest in commercial properties primarily~~financial condition have been adversely affected and could in the ~~LACBD that are~~future be materially adversely affected by the ongoing global pandemic of ~~a high-quality, determined by management’s view~~novel strain of the ~~certainty of receiving rental payments generated~~coronavirus. Since early 2020, the world has been and continues to be impacted by COVID-19 and its variants. The COVID-19 pandemic and the measures taken by the ~~tenants~~state and local governments in response continue to adversely affect the Company’s business, results of ~~those assets. However, Brookfield DTLA is subject to various risks specific to its portfolio,~~operations and financial condition. Following the ~~geographies~~outbreak of the pandemic, higher-risk activities and businesses such as indoor dining, bars, fitness centers and movie theaters were shut down statewide in ~~which it operates and~~California. Many states, including California where ~~its~~our properties are located, have implemented “stay-at-home” restrictions to help combat the spread of COVID-19. In December 2020, the U.S. began a large-scale COVID-19 vaccination campaign. On June 15, 2021, as California fully reopened its economy, restrictions such as physical distancing, capacity limits and ~~those inherent~~the county tier system were lifted (the “Reopening”). However, since the Reopening, the spread of the Delta and Omicron variants brought uncertainty to the economic recovery and many office tenants revised their return-to-office plans in response to the ~~commercial property business generally. In evaluating Brookfield DTLA~~soaring case counts.

Prior to the Reopening, our tenants in FIGat7th, which include retail shops, restaurants and a big box gym, experienced the most immediate impact of the restrictions imposed. While our office properties have remained open, most of our office tenants have been working remotely since the “stay-at-home” order was issued in March 2020.

The Company is continuing to monitor the situation and take appropriate actions in accordance with the recommendations and requirements of relevant authorities. Given the ongoing and dynamic nature of the circumstances surrounding COVID-19, it is difficult to predict how significant the impact of the COVID-19 pandemic, including any responses to it, will be on the Company or for how long disruptions are likely to continue. The extent of such impact will depend on future developments, which are highly uncertain, rapidly evolving and cannot be predicted, including new information which may emerge concerning the severity and transmissibility of this coronavirus and its variants and actions taken to contain COVID-19 or its impact. Such developments, depending on their nature, duration, and intensity, could have a material adverse effect on our business, financial position, results of operations or cash flows. Additional future impacts and material adverse effect on the ~~following challenges, uncertainties~~Company may include, but are not limited to:

•A complete or partial closure of, or other operational issues at, one or more of our properties resulting from government or tenant action;

•A slowdown in business activity may severely impact our tenants’ businesses, financial condition and ~~risks should~~liquidity and may cause one or more of our tenants to be ~~considered~~unable to fund their business operations, meet their obligations to us in ~~addition~~full, or at all, or to otherwise seek modifications of such obligations;

•tenants may reassess their long-term physical space needs as a result of potential trends arising out of the COVID-19 pandemic, including increasing numbers of employees working from home, increased shopping through e-commerce, technological innovations and new norms regarding physical space needs;

•An increase in re-leasing timelines, potential delays in lease-up of vacant space and the market rates at which such leases will be executed;

•Reduced economic activity could result in a prolonged recession, which could negatively impact consumer discretionary spending and demand; and

•Expected completion dates for our construction projects may be subject to delay as a result of local economic conditions that may continue to be disrupted as a result of the measures taken to combat the spread of the pandemic.

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To the extent the COVID-19 pandemic adversely affects the Company’s business, results of operations and financial condition, it may also have the effect of heightening many of the other ~~information contained~~risks described in Part I, Item 1A. “Risk Factors” in this Annual Report on Form ~~10-K:~~10-K.

We may be adversely affected by trends in the office real estate industry. Since the onset of the COVID-19 pandemic, some businesses increasingly permit employees to work from home, flexible work schedules, open workplaces, videoconferences and teleconferences. There is also an increasing trend of businesses utilizing shared office and co-working spaces. These practices enable businesses to reduce their space requirements. These trends could over time erode the overall demand for office space and, in turn, place downward pressure on occupancy, rental rates and property valuations. A reduced demand for office space could have an adverse impact on our business, cash flows, operating results and financial condition.

Brookfield DTLA’s economic performance and the value of its real estate assets are subject to the risks incidental to the ownership and operation of real estate properties. Brookfield DTLA’s economic performance, the value of its real estate assets and, therefore, the value of the Series A preferred stock, is subject to the risks normally associated with the ownership and operation of real estate properties, including but not limited to: downturns and trends in the national, regional and local economic conditions where our properties are located; global economic conditions; the cyclical nature of the real estate industry; adverse economic or real estate developments in Southern California, particularly in the LACBD; local real estate market ~~conditions such as an oversupply of office properties, including space available by sublease, or a reduction in demand for such properties;~~conditions; our liquidity situation, including our failure to obtain additional capital or extend or refinance debt maturities on favorable terms or at all; changes in interest rates and the availability of financing; competition from other properties; ~~changes in market rental rates and our ability to rent space on favorable terms; the bankruptcy, insolvency, credit deterioration or other default of our tenants;~~ the need to periodically renovate, repair and re-lease space and the costs thereof; ~~our failure to qualify as and to maintain our status as a REIT or the status of certain of our subsidiaries as REITs;~~ increases in maintenance, insurance and operating costs; civil disturbances, earthquakes and other natural disasters, or terrorist acts or acts of war which may result in uninsured or underinsured losses; a decrease in the attractiveness of our properties to tenants; a decrease in the underlying value of our properties; and certain significant expenditures, including property taxes, maintenance costs, ~~mortgage~~debt payments, insurance costs and related charges that must be made regardless of whether or not a property is producing sufficient income to service these expenses.

The results of our business and our financial condition are significantly dependent on the economic conditions and demand for office space in southern California. All of Brookfield DTLA’s properties are located in Los Angeles County, California in the LACBD, which may expose us to greater economic risks than if most of our properties were located in a different geographic region or more geographic regions. Moreover, because our portfolio of properties consists primarily of office buildings, a decrease in the demand for ~~office space (especially~~ Class A office ~~space),~~space, particularly in the LACBD, may have a greater adverse effect on our business and financial condition than if we owned a more diversified real estate portfolio. We are susceptible to adverse developments in the markets for office space, particularly in Southern California. Such adverse developments could include oversupply of or reduced demand for office space; declines in property values; business layoffs, downsizings, relocations or industry slowdowns affecting tenants of our properties; changing demographics; increased telecommuting; terrorist targeting of or acts of war against high-rise structures; infrastructure quality; California state budgetary constraints and priorities; increases in real estate and other taxes; costs of complying with state, local and federal

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government regulations or increased regulation and other factors. In addition, the State of California is generally regarded as more litigious and more highly regulated and taxed than many other U.S. states, which may adversely impact the market, including the demand for, office space in California. There can be no assurance as to the growth of the Southern California or the national economy or our future growth rate.

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U.S. economic conditions are uncertain. In particular, volatility in the U.S. and international capital markets and the condition of the California economy may adversely affect our liquidity and financial condition, as well as the liquidity and financial condition of tenants in our properties.

Brookfield DTLA’s inability to enter into renewal or new leases on favorable terms for all or a substantial portion of space that will be subject to expiring leases would adversely affect our cash flows, operating results and financial condition. Our income-producing properties generate revenue through rental payments made by tenants of the properties. Upon the expiry of any lease, there can be no assurance that the lease will be renewed or the tenant replaced. The terms of any lease renewal or extension, or of any new lease for such space may be less favorable to us than the existing lease, and may be less favorable to us than prevailing market terms for similar leases in the relevant market. We would be adversely affected, in particular, if any significant tenant ceases to be a tenant and cannot be replaced on similar or better terms or at all.

Competition may adversely affect Brookfield DTLA’s ability to lease available space in its properties. Other developers, managers and owners of office properties compete with us in seeking tenants. Some of the properties of our competitors may be newer, better located or better capitalized than the properties we own. These competing properties may have vacancy rates higher than our properties, which may result in their owners being willing to make space available at lower prices than the space in our properties, particularly if there is an oversupply of space available in the market. Competition for tenants could have an adverse effect on our ability to lease our properties and on the rents that we may charge or concessions that we may grant. If our competitors adversely impact our ability to lease our properties, our cash flows, operating results and financial condition may suffer.

Our ability to realize our strategies and capitalize on our competitive strengths will depend on our ability to effectively operate our properties, maintain good relationships with tenants and remain well capitalized, and our failure to do any of the foregoing could adversely affect our ability to compete effectively in the markets in which we do business.

~~Reliance on significant tenants could adversely affect Brookfield DTLA’s operating results and financial condition~~. Many of our properties are occupied by one or more significant tenants and our revenues from those properties are materially dependent on the creditworthiness and financial stability of those tenants. Our business would be adversely affected if any of those tenants failed to renew certain of their significant leases, became insolvent, declared bankruptcy or otherwise refused to pay rent in a timely fashion or at all. In the event of a default by one or more of our significant tenants, we may experience delays in enforcing our rights as landlord and may incur substantial costs in protecting our investment and re-leasing the property. If a lease with a significant tenant is terminated, it may be difficult, costly and time consuming to attract new tenants and lease the property for the rent and on terms as favorable as the previous lease or at all.

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Brookfield DTLA could be adversely impacted by tenant defaults, bankruptcies or insolvencies. ~~A tenant~~Brookfield DTLA owns, operates and manages commercial office and retail properties in the LACBD and receives its income primarily from lease income generated from tenants of those properties. Tenants of our properties may experience a downturn in ~~its~~their business from the effects of the measures taken to combat the spread of the COVID-19 pandemic, which could cause the loss of ~~that tenant~~tenants or weaken ~~its~~their financial condition and result in the ~~tenant’s~~tenants’ inability to make ~~rental~~lease payments when due or ~~for retail tenants, a reduction in percentage~~require rent ~~payable.~~concessions. If a tenant defaults, we may experience delays and incur costs in enforcing our rights as landlord and protecting our investments. If any tenant becomes a debtor in a case under the U.S. Bankruptcy Code, we cannot evict a tenant solely because of its bankruptcy. In addition, the bankruptcy court may authorize a tenant to reject and terminate its lease. In such a case, our claim against the tenant for unpaid, future rent would be subject to a statutory cap that might be substantially less than the remaining rent owed under the lease. In any event, it is unlikely that a bankrupt or insolvent tenant will pay in full the amounts it owes under a lease. The loss of ~~rental~~lease payments from tenants and costs of re-leasing would adversely affect our cash flows, operating results and financial condition. In addition, the loss of a significant tenant could cause harm to our reputation. In the event of a significant number of lease defaults and/or tenant bankruptcies, it may be difficult, costly and time consuming to attract new tenants and lease the space for the rent and on terms as favorable as the previous leases or at all. The loss of lease payments from tenants and costs of re-leasing would adversely affect our operating results and financial condition, and our cash ~~flow~~flows may not be sufficient to meet all of our obligations and ~~liabilities or to make distributions to Brookfield DTLA stockholders, including holders~~liabilities.

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There are numerous risks associated with the use of debt to finance our business, including refinancing ~~risk~~and interest rate risks. Brookfield DTLA incurs debt in the ordinary course of its business and therefore is subject to the risks associated with debt financing. These risks, including the following, may adversely impact our operating results and financial condition: our cash ~~flow~~flows may be insufficient to meet required payments of principal and interest; payments of principal and interest on borrowings may leave us with insufficient cash resources to pay operating ~~expenses;~~expenses and meet all of our other obligations; for our variable-rate debt, there can be no assurance that the benchmarks on which these debt is based will not increase in the future and there is can no assurance that we will hedge such exposure effectively or at all in the future; we may not be able to refinance indebtedness on our properties at maturity due to business and market factors (including: disruptions and volatility in the capital and credit markets, the estimated cash ~~flow~~flows of our properties, and the value (or appraised value) of our properties); financial, competitive, business and other factors, including factors beyond our control; and if refinanced, the terms of a refinancing may not be as favorable to us as the original terms of the related indebtedness. ~~If we are unable to refinance our indebtedness on acceptable terms, or at all, we may need to dispose of one or more of our properties on disadvantageous terms. In addition,~~The prevailing interest rates or other factors at the time of refinancing could increase our interest expense, and if we mortgage property to secure payment of indebtedness and are unable to make mortgage payments, the mortgagee could foreclose upon such property or appoint a receiver to receive an assignment of our rents and leases.expense.

~~If we are unable to manage our interest rate risk efficiently, our cash flows and operating results may suffer~~. Some of our indebtedness bears interest at a variable rate and we may in the future incur additional variable-rate indebtedness. In addition, we may be required to refinance our debt at higher rates. There can be no assurance that the benchmarks on which our variable-rate indebtedness is based will not increase or that interest rates available for any refinancing in the future will not be higher than the debt being refinanced. Increases in such rates will increase our interest expense and could have an adverse impact on our cash flows and operating results. In addition, though we will attempt to manage interest rate risk, there can be no assurance that we will hedge such exposure effectively or at all in the future. Accordingly, increases in interest rates above what we anticipate based upon historical trends would adversely affect our cash flows and operating results.

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~~Our substantial indebtedness may adversely affect our operating results and financial condition, and may limit our flexibility to operate our business~~. Brookfield DTLA currently has aggregate consolidated indebtedness totaling $2.2 billion. After payments of principal and interest on our indebtedness, we may not have sufficient cash resources to operate our properties or meet all of our other obligations. Certain of our indebtedness include lockbox and other cash management provisions, which, under certain circumstances, could limit our ability to utilize available cash flow from the relevant properties. There can be no assurance that terms of debt we incur in the future or modifications to existing debt will not significantly limit our operating and financial flexibility, which may in turn limit our ability to efficiently respond and adapt to changes or competition in our business.

If we are unable to extend, refinance or repay ~~mortgage~~the debt onsecured by our properties at maturity, we could default on such debt, which may permit the lenders to foreclose on the applicable property. Proceeds from any disposition of a foreclosed property may not be sufficient to repay the full amount of the underlying debt. If we are unable to extend, refinance or repay our debt as it comes due, our business, financial condition and operating results may be materially and adversely affected. If we are unable to refinance our debt as it matures on acceptable terms, or at all, we may need to dispose of one or more of our properties on disadvantageous terms. Furthermore, even if we are able to obtain extensions on or refinance our existing debt, such extensions or new ~~loans~~debt may include operational and financial covenants significantly more restrictive than our current debt covenants and may limit the operation or growth of our business.

~~Restrictive covenants in indebtedness~~The alteration or discontinuation of LIBOR may ~~limit management’s discretion with respect to certain business matters. Instruments governing~~adversely affect our indebtedness may contain restrictive covenants limiting our discretion with respect to certain business matters. These covenants could place significant restrictions on our ability to, among other things, create liens or other encumbrances, pay dividends or make distributions on Brookfield DTLA’s capital stock (including the Series A preferred stock), make certain other payments, investments, loans and guarantees and sell or otherwise dispose of assets and merge or consolidate with another entity. These covenants could also require us to meet certain financial ratios and financial condition tests. Failure to comply with any such covenants could result in a default which, if not cured or waived, could result in accelerationborrowing costs. The chief executive of the ~~relevant indebtedness.~~

~~Brookfield DTLA is subject~~United Kingdom Financial Conduct Authority (“FCA”), which regulates LIBOR, previously announced that the FCA intends to ~~obligations under~~stop compelling banks to submit rates for the calculation of LIBOR after 2021. In response, the Federal Reserve Board and the Federal Reserve Bank of New York organized the Alternative Reference Rates Committee which identified the Secured Overnight Financing Rate (“SOFR”) as its preferred alternative to USD-LIBOR in derivatives and other financial contracts. In November 2020, the Intercontinental Exchange (“ICE”) Benchmark Administration Limited, the benchmark administrator for USD-LIBOR rates, proposed extending the publication of certain ~~“non-recourse carve out” guarantees that may be triggered in~~commonly-used USD-LIBOR settings until June 30, 2023 and the ~~future. All of Brookfield DTLA’s $2.2 billion of mortgage debt is subject to “non-recourse carve out” guarantees that expire upon elimination of the underlying loan obligations.~~FCA issued a statement supporting such proposal. In connection with ~~all~~this proposal, certain U.S. banking regulators issued guidance strongly encouraging banks to generally cease entering into new contracts referencing USD-LIBOR as soon as practicable and in any event by December 31, 2021. It is not possible to predict the effect of these ~~loans, Brookfield DTLA entered into “non-recourse carve out” guarantees,~~changes, including when there will be sufficient liquidity in the SOFR markets. We have outstanding variable debt and interest rate cap contracts that are indexed to LIBOR. If LIBOR changes or is replaced, the interest rates on our debt which ~~provide for these otherwise non-recourse loans~~is indexed to ~~become partially or fully recourse against DTLA Holdings or one of~~USD-LIBOR will be determined using a different successor rate, which may adversely affect interest expense and may result in interest obligations which are more than the payments that would have been made on such debt if USD-LIBOR was available in its subsidiaries, if certain triggering events occur. Although these events differ from loan to loan, some of the common events include: the special purpose property-owning subsidiary of DTLA Holdings or DTLA Holdings filing a voluntary petition for bankruptcy; the special purpose property‑owning subsidiary of DTLA Holdings’ failure to maintain its status as a special purpose entity; subject to certain conditions, the special purpose property-owning subsidiary of DTLA Holdings’ failure to obtain the lender’s written consent prior to any subordinate financing or other voluntary lien encumbering the associated property; and subject to certain conditions, the special purpose property-owning subsidiary of DTLA Holdings’ failure to obtain the lender’s written consent prior to a transfer or conveyance of the associated property, including, in some cases, indirect transfers in connection with a change in control of DTLA Holdingscurrent form.

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or Brookfield DTLA. In addition, other items that are customarily recourse to a non-recourse carve out guarantor include, but are not limited to, the payment of real property taxes, the breach of representations related to environmental issues or hazardous substances, physical waste of the property, liens which are senior to the mortgage loan and outstanding security deposits.

~~Increasing utility costs in California may have an adverse effect on our operating results and occupancy levels~~. The State of California continues to experience issues related to the supply of electricity, water and natural gas. In recent years, shortages of electricity and natural gas have resulted in increased costs for consumers and certain interruptions in service. Increased consumer costs and consumer perception that the State of California is not able to effectively manage its utility needs may reduce demand for leased space in California office properties. A significant reduction in demand for office space could adversely affect our financial condition and results of operations.

Because real estate investments are illiquid, we may not be able to sell properties when appropriate or desired. Large and high quality office properties like the ones that we own can be hard to sell, especially if local market conditions are poor. Such illiquidity could limit our ability to vary our portfolio promptly in response to changing economic or investment conditions. Additionally, financial difficulties of other property owners resulting in distressed sales could depress real estate values in the market in which we operate during times of illiquidity. These restrictions could reduce our ability to respond to changes in the performance of our investments and could adversely affect our financial condition and results of operations.

Insurance may not cover some potential losses or may not be obtainable at commercially reasonable rates, which could adversely affect our financial condition and results of ~~operations~~. operations. The Manager maintains insurance on Brookfield DTLA’s properties in amounts and with deductibles that it believes are in line with coverage maintained by owners of similar types of properties; however, the insurance maintained by the Manager may not cover all potential losses Brookfield DTLA might experience. There also are certain types of risks (such as war or acts of terrorism, or environmental contamination, such as toxic mold) that are either uninsurable or not economically insurable. Should any uninsured or underinsured loss occur, the Company could lose its investment in, and anticipated profits and cash flows from, one or more of its properties, and would continue to be obligated to repay any recourse ~~mortgage~~ indebtedness on such properties. Any of these events could adversely impact the Company’s business, financial condition and results of operations.

We are subject to possible environmental liabilities and other possible liabilities. As an owner and manager of real property, we are subject to various laws relating to environmental matters. These laws could hold us liable for the costs of removal and remediation of certain hazardous substances or wastes present in our buildings, released or deposited on or in our properties or disposed of at other locations. These costs could be significant and would reduce cash available for our business. The failure to remove or remediate such substances could adversely affect our ability to sell our properties or our ability to borrow using real estate as collateral, and could potentially result in claims or other proceedings against us.

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Other laws and regulations govern indoor and outdoor air quality including those that can require the abatement or removal of ACBM in the event of damage, demolition, renovation or remodeling and also govern emissions of and exposure to asbestos fibers in the air. The maintenance and removal of lead paint and certain electrical equipment containing polychlorinated biphenyls (“PCBs”) and underground storage tanks are also regulated by federal and state laws. We are also subject to risks associated with human exposure to chemical or biological contaminants such as molds, pollens, viruses and bacteria which, above certain levels, can be alleged to be connected to allergic or other health effects and symptoms in susceptible individuals. We could incur fines for environmental compliance and be held liable for the costs of remedial action with respect to the foregoing regulated substances or tanks or related claims arising out of environmental contamination or human exposure to contamination at or from our properties.

If excessive moisture accumulates in our buildings or on our building materials, it may trigger mold growth. Mold may emit airborne toxins or irritants. Inadequate ventilation, chemical contamination and other biological contaminants (including pollen, viruses and bacteria) could also impair indoor air quality at our buildings. Impaired indoor air quality may cause a variety of adverse health effects, such as allergic reactions. If mold or other airborne contaminants exist or appear at our properties, we may have to undertake a costly remediation program to contain or remove the contaminants or increase indoor ventilation. If indoor air quality were impaired, we may have to temporarily relocate some or all of a property’s tenants and could be liable to our tenants, their employees or others for property damage and/or personal injury.

Some of the properties that we own contain ACBM and we could be liable for such fines or penalties. We cannot assure our stockholders, including holders of the Series A preferred stock, that costs of future environmental compliance will not affect our ability to make distributions to our stockholders, including distributions or dividends on the Series A preferred stock, or such that costs or other remedial measures will not have a material adverse effect on our business, assets or results of operations.

In addition, some of our properties contain, or may have contained, or are adjacent to or near other properties that have contained or currently contain, underground storage tanks for the storage of petroleum products or other hazardous or toxic substances. If hazardous or toxic substances were released from these tanks, we could incur significant costs or be liable to third parties with respect to the releases. From time to time, the EPA designates certain sites affected by hazardous substances as “Superfund” sites pursuant to the Comprehensive Environmental Response, Compensation, and Liability Act. The EPA identifies parties who are considered to be potentially responsible for the hazardous substances at Superfund sites and makes them liable for the costs of responding to the hazardous substances. The parcel of land on which Glendale Center (a property that was disposed of by MPG during 2012) is located within a large Superfund site and Brookfield DTLA could be named as a potentially responsible party with respect to that site.

Environmental laws and regulations can change rapidly and ~~we may become subject to more stringent environmental laws and regulations in the future. Compliance~~compliance with more stringent environmental laws and regulations could have an adverse effect on our business, financial condition or results of operations.

~~Table of Contents~~

Regulations under building codes and human rights codes generally require that public buildings, including office buildings, be made accessible to disabled persons. Non-compliance could result in the imposition of fines by the government or the award of damages to private litigants. If we are required to make substantial alterations and capital expenditures in one or more of our properties to comply with these codes, it could adversely affect our financial condition and results of operations.

We may also incur significant costs complying with other regulations. Our properties are subject to various federal, state, provincial and local regulatory requirements, such as state, and local fire and life safety requirements. If we fail to comply with these requirements, we could incur fines or private damage awards. Existing requirements may change and compliance with future requirements may require significant unanticipated expenditures that could affect our cash ~~flow~~flows and results from operations.

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Existing conditions at some of our properties may expose us to liability related to environmental matters, which may exceed our environmental insurance coverage limits. Independent environmental consultants have conducted Phase I or other environmental site assessments on all of the properties in our portfolio. Site assessments are intended to discover and evaluate information regarding the environmental condition of the surveyed property and surrounding properties. These assessments do not generally include soil samplings, subsurface investigations or an asbestos survey, and the assessments may fail to reveal all environmental conditions, liabilities or compliance concerns.

In connection with its due diligence of MPG prior to entering into the Merger Agreement, initial environmental tests were conducted at certain of MPG’s Downtown Los Angeles properties and a widely used commercial building material used in certain of MPG’s Downtown Los Angeles properties was found to contain ACBM. None of the recent site assessments revealed any past or present environmental liability that we believe would have a material adverse effect on our business, assets or results of operations. However, the assessments may have failed to reveal all environmental conditions, liabilities or compliance concerns. Material environmental conditions, liabilities or compliance concerns may have arisen after the review was completed or may arise in the future and future laws, ordinances or regulations may impose material additional environmental liability.

Losses resulting from the breach of our loan document representations related to environmental issues or hazardous substances will generally be recourse to Brookfield DTLA or one of its subsidiaries pursuant to “non-recourse carve out” guarantees and therefore present a risk to Brookfield DTLA should a special purpose property-owning subsidiary of DTLA Holdings be unable to cover such a loss. We cannot assure our stockholders that costs of future environmental compliance will not affect our ability to pay dividends or distributions to our stockholders, including on the Series A preferred stock, or such costs or other remedial measures will not have a material adverse effect on our business, assets or results of operations.

~~Table of Contents~~

~~We may suffer a significant loss resulting from fraud, other illegal acts or inadequate or failed internal processes or systems~~. We may suffer a significant loss resulting from fraud or other illegal acts or inadequate or failed internal processes or systems. We rely on our employees to follow our policies and processes as well as applicable laws in their activities. Risk of illegal acts or failed systems are managed through our infrastructure, controls, systems, policies and people, complemented by central groups focusing on enterprise-wide management of specific operational risks such as fraud, trading, outsourcing, and business disruption, as well as people and systems risks. Failure to manage these risks can result in direct or indirect financial loss, reputational impact, regulatory censure or failure in the management of other risks such as credit or market risk.

We may be subject to litigation. In the ordinary course of our business, we expect that we may be subject to litigation from time to time. The outcome of any such proceedings may materially adversely affect us and may continue without resolution for long periods of time. Any litigation may consume substantial amounts of our management’s time and attention, and that time and the devotion of these resources to litigation may, at times, be disproportionate to the amounts at stake in the litigation. The acquisition, ownership and disposition of real property will expose us to certain litigation risks which could result in losses, some of which may be material. Litigation may be commenced with respect to a property we have acquired in relation to activities that took place prior to our acquisition of such property. In addition, at the time of disposition of an individual property, a potential buyer who is passed over in favor of another buyer as part of our efforts to maximize sale proceeds may claim that it should have been afforded the opportunity to purchase the asset or alternatively that such buyer should be awarded due diligence expenses incurred or statutory damages for misrepresentation relating to disclosures made. Similarly, successful buyers may later sue us for losses associated with latent defects or other problems not uncovered in due diligence. We may also be exposed to litigation resulting from the activities of our tenants or their customers.

~~Our future results may suffer if we are unable to effectively manage our real estate portfolio~~. Our future success will depend, in part, upon our ability to manage and successfully monitor our operations, costs, regulatory compliance and service quality, and maintain other necessary internal controls.

Future terrorist attacks in the United States could harm the demand for and the value of our properties. Future terrorist attacks in the U.S., such as the attacks that occurred in New York City and Washington, D.C. on September 11,��2001, and other acts of terrorism or war could harm the demand for and the value of our properties. Certain of the properties we own are well-known landmarks located in Downtown Los Angeles and may be perceived as more likely terrorist targets than similar, less recognizable properties, which could potentially reduce the demand for and value of these properties. A decrease in demand or value could make it difficult for us to renew leases or re-lease space at lease rates equal to or above historical rates or then-prevailing market rates or to refinance indebtedness related to our properties. Terrorist attacks also could directly impact the value of our properties through damage, destruction, loss or increased security costs, and the availability of insurance for such acts may be limited or more costly. Four of Brookfield DTLA’s properties are located within the Bunker Hill area of Downtown Los Angeles. Because these properties are located so closely together, a terrorist attack on any one of these properties, or in the Downtown Los Angeles or Bunker Hill areas generally, could materially damage, destroy or impair the use by tenants of one or more of these properties. To the extent that future terrorist attacks impact our tenants, ~~are impacted by future attacks,~~their businesses similarly could be adversely affected, including their ability to continue to honor ~~obligations under~~ their ~~existing leases with us could be adversely affected. Additionally, certain tenants will have termination rights or purchase options in respect of certain casualties.~~lease obligations.

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Climate change may adversely impact our operations and markets. There is significant concern from members of the scientific community and the general public that an increase in global average temperatures due to emissions of greenhouse gases and other human activities have or will cause significant changes in weather patterns and increase the frequency and severity of climate stress events. Climate change, including the impact of global warming, creates physical and financial risk. Physical risks from climate change include an increase in sea level and changes in weather conditions, such as an increase in intense precipitation and extreme heat events, as well as tropical and non-tropical storms. The occurrence of one or more natural disasters, such as ~~hurricanes,~~ fires, floods and earthquakes (whether or not caused by climate change), could cause considerable damage to our properties, disrupt our operations or the operations of our tenants and negatively impact our financial performance. To the extent these events result in significant damage to or closure of one or more of our buildings, our operations and financial performance could be adversely affected through lost tenants and an inability to lease or re‑lease the space. In addition, these events could result in significant expenses to restore or remediate a property, increases in fuel (or other energy) prices or a fuel shortage and increases in the costs of insurance if they result in significant loss of property or other insurable damage.

~~If we are unable to recover from a business disruption on a timely basis, our financial condition and results of operations could be adversely affected~~. Our business may be vulnerable to damages from any number of sources, including computer viruses, unauthorized access, energy blackouts, natural disasters, terrorism, war, and telecommunication failures. Any system failure or accident that causes interruptions in our operations could result in a material disruption to our business. If we are unable to recover from a business disruption on a timely basis, our financial condition and results of operations could be adversely affected. We may also incur additional costs to remedy damages caused by such disruptions.

TAX RISKS

Failure to maintain our status as a REIT could have significant adverse consequences to us, our ability to make distributions and the value of our stock, including the Series A preferred stock. Brookfield DTLA has elected to be taxed as a REIT pursuant to Sections 856 through 860 of the Code, commencing with its tax period ended December 31, 2013. Brookfield DTLA conducts and intends to conduct its operations so as to continue to qualify as a REIT. To qualify as a REIT, Brookfield DTLA must satisfy a number of asset, income, organizational, operational, dividend distribution, stock ownership, and other requirements on an ongoing basis. However, qualification as a REIT involves the application of highly technical and complex provisions of the Code, for which only a limited number of judicial and administrative interpretations exist. Even an inadvertent or technical mistake could jeopardize our REIT qualification. Our ability to continue to qualify as a REIT depends on the ability of certain of our subsidiaries that own our commercial property assets to individually satisfy the asset, income, organizational, distribution, stock ownership and other requirements discussed above on a continuing basis. Whether these subsidiaries will be able to qualify for taxation as REITs, and therefore whether we will be able to continue to qualify, is a question of fact. Moreover, new tax legislation, administrative guidance or court decisions, in each instance potentially applicable with retroactive effect, could make it more difficult or impossible for us to continue to qualify as a REIT.

~~Table of Contents~~

If Brookfield DTLA fails to qualify as a REIT in any taxable year, it will be subject to federal and state income tax on its taxable income at regular corporate tax rates, and it may be ineligible to qualify as a REIT for four subsequent tax years. Brookfield DTLA may also be subject to certain state or local income taxes, or franchise taxes on its REIT activities. Any such corporate tax liability could be substantial and would reduce the amount of cash available for investment, debt service and distribution to holders of our stock, which in turn could have an adverse effect on the value of our stock. Distributions to our stockholders if we fail to qualify as a REIT will not be deductible by us, nor will they be required to be made (unless required by the terms of our governing documents). In such event, to the extent of current and accumulated earnings and profits, all distributions to stockholders will be taxable as dividends (whether or not attributable to capital gains of the Company). Subject to certain limitations in the Code, corporate distributees may be eligible for the dividends received deduction. Dividends paid to non-corporate U.S. holders that constitute qualified dividend income will be eligible for taxation at the preferential rates applicable to long-term capital gains, provided certain conditions are met. As a result of all these factors, our failure to continue to qualify as a REIT could impair our business and operating strategies and adversely affect the value of our stock and our ability to make distributions on our stock, including, in each case, the Series A preferred stock.

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We may incur other tax liabilities that could reduce our cash flows. We may be subject to certain federal, state and local taxes on our income and assets including, but not limited to, taxes on any undistributed income and property and transfer taxes. In order to avoid federal corporate income tax on our earnings, each year we must distribute to holders of our stock, including holders of the Series A preferred stock, at least 90% of our REIT taxable income, determined before the deductions for dividends paid and excluding any net capital gain. To the extent that we satisfy this distribution requirement, but distribute less than 100% of our taxable income and net capital gain, we will be subject to federal corporate income tax on our undistributed REIT taxable income and net capital gain. In addition, we will be subject to a 4% nondeductible excise tax if the actual amount that we distribute to holders of our stock, including holders of the Series A preferred stock, in a calendar year is less than a minimum amount specified under the Code. Any of these taxes would decrease cash available for distributions to holders of our stock, including holders of the Series A preferred stock, and lower distributions of cash could adversely affect the value of the Series A preferred stock.

Dividends payable by REITs do not qualify for the reduced tax rates available for some dividends. Certain dividends known as qualified dividends currently are subject to the same tax rates as long-term capital gains, which are lower than rates for ordinary income. Dividends payable by REITs, however, generally are not eligible for such reduced rates. The more favorable rates applicable to regular corporate qualified dividends could cause investors who are individuals, trusts and estates to perceive investments in REITs to be relatively less attractive than investments in the stocks of non-REIT corporations that pay dividends, which could adversely affect the value of our stock, including the Series A preferred stock.

~~Table of Contents~~

You may be deemed to receive a taxable distribution without the receipt of any cash or property. Under Section 305(c) of the Code, holders of ~~Brookfield DTLA~~the Company’s Series A preferred stock may be treated for U.S. federal income tax purposes as receiving constructive distributions if the “issue price” of the Series A preferred stock is lower than the redemption price of such Series A preferred stock. If the redemption price exceeds the issue price and, based on all the facts and circumstances as of the date of issuance, redemption pursuant to Brookfield DTLA’s right to redeem is more likely than not to occur, then a holder of Series A preferred stock will be deemed to receive a series of constructive distributions of stock in the total amount of such excess, so long as the amount by which the redemption price exceeds the issue price is not de minimis. These constructive distributions will be deemed to be made to such holders in increasing amounts (on a constant-yield basis) during the period from the date of issuance to the date on which it is most likely that the Series A preferred stock will be redeemed, based on all of the facts and circumstances as of the issue date. In addition, constructive distributions could arise in other circumstances as well. In the event a holder of Series A preferred stock receives a constructive distribution, such holder may incur U.S. federal income tax liability with respect to such constructive distribution without receiving any corresponding distribution of cash with which to pay such taxes.

Applicable REIT laws may restrict certain business activities. As a REIT, we are subject to various restrictions on the types of income we can earn, assets we can own and activities in which we can engage. Business activities that could be impacted by applicable REIT laws include, but are not limited to, activities such as developing alternative uses of real estate, including the development and/or sale of properties. To qualify as a REIT for federal income tax purposes, we must satisfy certain asset, income, organizational, distribution, stockholder ownership and other requirements on a continuing basis. In order to meet these tests, we may be required to forgo investments we might otherwise make. Thus, our compliance with the REIT requirements may hinder our business and operating strategies, financial condition and results of operations.

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We will participate in transactions and make tax calculations for which the ultimate tax determination may be uncertain. We will participate in many transactions and make tax calculations during the course of our business for which the ultimate tax determination will be uncertain. While we believe we maintain provisions for uncertain tax positions that appropriately reflect our risk, these provisions are made using estimates of the amounts expected to be paid based on a qualitative assessment of several factors. It is possible that liabilities associated with one or more transactions may exceed our provisions due to audits by, or litigation with, relevant taxing authorities which may materially affect our financial condition and results of operations.

GENERAL RISK FACTORS

We may suffer a significant loss resulting from fraud, other illegal acts or inadequate or failed internal processes or systems. We may suffer a significant loss resulting from fraud or other illegal acts or inadequate or failed internal processes or systems. We rely on our employees to follow our policies and processes as well as applicable laws in their activities. Risk of illegal acts or failed systems are managed through our infrastructure, controls, systems, policies and people, complemented by central groups focusing on enterprise-wide management of specific operational risks such as fraud, trading, outsourcing, and business disruption, as well as people and systems risks. Failure to manage these risks can result in direct or indirect financial loss, reputational impact, regulatory censure or failure in the management of other risks such as credit or market risk.

If we are unable to recover from a business disruption on a timely basis, our financial condition and results of operations could be adversely affected. Our business may be vulnerable to damages from a number of sources, including computer viruses, unauthorized access, energy blackouts, natural disasters, terrorism, war and telecommunication failures. Any system failure or accident that causes interruptions in our operations could result in a material disruption to our business. For example, major health issues and pandemics, such as COVID–19, may adversely affect trade and global and local economies. If we are unable to recover from a business disruption on a timely basis, our financial condition and results of operations could be adversely affected. We may also incur additional costs to remedy damages caused by such disruptions.

The failure of our information technology systems, or an act of deliberate cyber terrorism, could adversely impact our reputation and financial performance. We operate in businesses that are dependent on information systems and technology. Our information systems and technology may not continue to be able to accommodate our growth, and the cost of maintaining such systems may increase from its current level, either of which could have a material adverse effect on us. We rely on third-party service providers to manage certain aspects of our business, including for certain information systems and technology, data processing systems, and the secure processing, storage and transmission of information. Any interruption or deterioration in the performance of these third parties or failures of their information systems and technology could impair the quality of our operations and could adversely affect our business and reputation. We rely on certain information technology systems which may be subject to cyber terrorism intended to obtain unauthorized access to our proprietary information, destroy data or disable, degrade or sabotage our systems, through the introduction of computer viruses, cyber-attacks and other means, and could originate from a variety of sources including our own employees or unknown third parties. Any such breach or compromise could also go undetected for an extended period. There can be no assurance that measures implemented to protect the integrity of our systems will provide adequate protection or enable us to detect and remedy any such breaches or compromises in a timely manner or at all. If our information systems are compromised, we could suffer a disruption in one or more of our businesses. This could have a negative impact on our financial condition and results of operations or result in reputational damage.

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~~Item 1B.~~	~~Unresolved Staff Comments.~~

Item 1B.Unresolved Staff Comments.

Not applicable.

~~Table of Contents~~


~~Item 2.~~	~~Properties.~~

Item 2.Properties.

Lease Terms

~~Brookfield~~Brookfield DTLA’s properties are typically leased to high credit-rated tenants for terms ranging from five to ten years, although we also enter into some ~~short-term as well as some~~shorter or longer-term leases. Our leases usually ~~require~~require the license of a minimum number of monthly parking spaces at the property and in many cases contain provisions permitting tenants to renew expiring leases at prevailing market rates. Most of our leases are either ~~triple~~ net or modified gross leases. ~~Triple net~~Net and modified gross leases are those in which tenants pay not only base rent but also some or all real estate taxes and operating expenses of the leased property. Tenants typically reimburse us the full direct cost ~~without regard to a base year or expense stop,~~ for use of lighting, heating and air conditioning during non-business hours, and for a certain number of parking spaces. We are generally responsible for structural repairs.

Historical Percentage Leased and Rental Rates

The following table sets forth ~~as of the dates indicated,~~ the percentage leased, annualized rent, and annualized rent per rentable square foot of executed leases at Brookfield DTLA’s ~~properties:~~properties as of the dates indicated:

Percentage
Leased

Annualized
Rent (1)

Annualized
Rent
$/RSF (2)

December 31, 2018 86.3 % $ 167,124,493
$ 25.74
December 31, 2017 86.8 % 163,123,792
24.98
December 31, 2016 87.9 % 160,894,418
24.31


	Percentage Leased		Annualized Rent (1)		Annualized Rent $/RSF (2)

December 31, 2019	82.9	%	$	168,904,581	$	26.87
December 31, 2020	79.1	%	$	165,568,312	$	27.62
December 31, 2021	77.2	%	$	167,310,265	$	28.57

__________

~~(1)~~

Annualized rent represents the annualized monthly contractual rent under executed leases as of the date indicated. This amount reflects total base rent before any rent abatements as of the date indicated and is shown on a net basis; thus, for any tenant under a partial gross lease, the expense stop, or under a fully gross lease, the current year operating expenses (which may be estimates as of such date), are subtracted from gross rent. Total abatements for executed leases as of ~~December 31, 2018~~ ~~for the twelve months ending~~ ~~December 31, 2019~~ ~~are approximately $12.3 million, or $1.89 per leased square foot. Total abatements for executed leases as of~~ ~~December 31, 2017~~ ~~for the twelve months ended~~ ~~December 31, 2018~~ ~~were approximately $13.2 million, or $2.03 per leased square foot. Total abatements for executed leases as of~~ ~~December 31, 2016~~ ~~for the twelve months ended~~ ~~December 31, 2017~~ ~~were approximately $11.5 million, or $1.73 per leased square foot.~~


~~(2)~~	~~Annualized rent per rentable square foot represents annualized rent as computed above, divided by leased square feet as of the same date.~~

(1)Annualized rent represents the annualized monthly contractual rent under executed leases as of the date indicated. This amount reflects total base rent before any rent abatements as of the date indicated. Total abatements for executed leases as of December 31, 2021 for the twelve months ending December 31, 2022 are approximately $13.8 million, or $2.35 per leased square foot. Total abatements for executed leases as of December 31, 2020 for the twelve months ended December 31, 2021 were approximately $6.1 million, or $1.02 per leased square foot. Total abatements for executed leases as of December 31, 2019 for the twelve months ended December 31, 2020 were approximately $7.9 million, or $1.25 per leased square foot.

(2)Annualized rent per rentable square foot represents annualized rent as computed above, divided by leased square feet as of the same date.

~~Table of Contents~~

Leasing Activity

The following table summarizes leasing activity at Brookfield DTLA’s properties for the year ended December 31, ~~2018:~~2021:


	Leasing Activity	Percentage Leased

Leased square feet as of December 31, 2020	5,995,517	79.1	%
Contractual expirations and early terminations	(632,280)	(8.4)	%
New leases	142,516	1.9	%
Renewals	349,851	4.6	%

Leased square feet as of December 31, 2021	5,855,604	77.2	%

Leasing Activity Percentage Leased

Leased square feet as of December 31, 2017 6,530,729
86.8 %
Expirations (670,907 ) (8.9 )%
New leases 334,293
4.4 %
Renewals 299,365
4.0 %
Leased square feet as of December 31, 2018 6,493,480
86.3 %

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Property Statistics

The following table presents leasing information for executed leases at Brookfield DTLA’s properties as of December 31, ~~2018:~~2021:


				Square Feet											Square Feet
Property	Number of Buildings	Number of Tenants	Year Acquired	Net Building Rentable	% of Net Rentable		% Leased		Total Annualized Rent (1)		Annualized Rent $/RSF (2)		Property	Number of Buildings	Number of Tenants	Year Acquired/ Constructed	Net Building Rentable	% of Net Rentable		% Leased		Annualized Rent (1)		Annualized Rent $/RSF (2)

BOA Plaza	1	29	2006	1,405,428	18.7	%	91.5	%	$	33,172,530	$	25.79	BOA Plaza	1	28	2006	1,405,428	18.5	%	85.1	%	$	35,036,449	$	29.29
Wells Fargo Center–North Tower	2	35	2013	1,400,639	18.6	%	87.2	%	32,251,343		26.41		Wells Fargo Center–North Tower	1	39	2013	1,400,639	18.5	%	79.0	%	33,752,544		30.49
Gas Company Tower	1	30	2013	1,345,163	17.9	%	91.8	%	31,123,507		25.21		Gas Company Tower	1	26	2013	1,345,163	17.8	%	73.3	%	26,936,638		27.32
EY Plaza	1	83	2006	1,224,967	16.3	%	90.9	%	27,917,936		25.08		EY Plaza	1	44	2006	963,682	12.7	%	78.9	%	21,967,390		28.90
FIGat7th													FIGat7th	1	30	2013	316,250	4.2	%	89.4	%	6,743,412		23.84
Wells Fargo Center–South Tower	1	20	2013	1,124,960	14.9	%	76.9	%	22,454,848		25.97		Wells Fargo Center–South Tower	1	21	2013	1,124,960	14.8	%	63.1	%	20,189,036		28.45
777 Tower	1	47	2013	1,024,835	13.6	%	75.5	%	20,204,329		26.12		777 Tower	1	49	2013	1,024,835	13.5	%	79.4	%	22,684,796		27.87
	7	244		7,525,992	100.0	%	86.3	%	$	167,124,493	$	25.74		7	237		7,580,957	100.0	%	77.2	%	$	167,310,265	$	28.57

Tenant

Annualized
Rent (1)

% of Total
Annualized
Rent

Leased
RSF

% of Total
Leased RSF

Year of
Expiry

1
Latham & Watkins LLP $ 12,444,278
7.5 % 399,820
6.2 % Various
2
Southern California Gas Company 9,830,675
5.9 % 461,862
7.1 % Various
3
The Capital Group Companies
9,520,735
5.7 % 429,955
6.6 % Various
4
Wells Fargo Bank National Association 7,402,208
4.4 % 314,447
4.8 % 2023
5
Gibson, Dunn & Crutcher LLP 7,400,662
4.4 % 269,173
4.2 % 2022
6
Bank of America N.A. 6,911,368
4.1 % 209,544
3.2 % Various
7
Oaktree Capital Management, L.P. 5,444,694
3.3 % 207,259
3.2 % 2030
8
Shepard, Mullin, Richter 4,447,467
2.7 % 173,959
2.7 % 2025
9
Ernst & Young U.S. LLP 3,541,414
2.1 % 129,737
2.0 % Various
10
Sidley Austin (CA) LLP 3,366,525
2.0 % 135,798
2.1 % 2024
$ 70,310,026
42.1 % 2,731,554
42.1 %

~~__________~~


~~(1)~~	~~Annualized rent is calculated as contractual base rent under executed leases as of~~ ~~December 31, 2018. For those leases where rent has not yet commenced, the first month in which rent is to be received is used to determine annualized rent.~~ Table of Contents

The following table sets forth information ~~regarding the lease expirations~~ of our ten largest tenants regarding lease expirations in leased square feet by year as of December 31, ~~2018 (in thousands, except years):~~2021:



Tenant		2022	2023	2024	2025	2026	Beyond	Total	Year of Final Expiry

1	The Capital Group Companies	53,316	—	—	—	—	350,231	403,547	2033
2	Southern California Gas Company	—	—	—	—	350,998	—	350,998	2026
3	Latham & Watkins LLP	—	—	—	162,326	—	82,880	245,206	2031
4	Wells Fargo Bank National Association	—	293,383	—	—	—	—	293,383	2023
5	Bank of America N.A.	—	—	—	—	—	209,310	209,310	2029
6	Gibson, Dunn & Crutcher LLP	—	—	—	—	—	215,155	215,155	2035
7	Oaktree Capital Management, L.P.	—	—	—	—	—	208,148	208,148	2030
8	Sheppard, Mullin, Richter	—	—	—	173,959	—	—	173,959	2025
9	Sidley Austin (CA) LLP	—	—	135,798	—	—	—	135,798	2024
10	Ernst & Young U.S. LLP	—	—	—	—	—	127,613	127,613	2032
	Leased square feet expiring by year	53,316	293,383	135,798	336,285	350,998	1,193,337	2,363,117
	Percentage of leased square feet expiring by year	0.9%	5.2%	2.3%	5.7%	6.0%	20.3%	40.4%

Rentable Leased Square Feet as of December 31, 2018
Tenant 2019 2020 2021 2022 2023 2024 Beyond
Year of
Final
Expiry

1
Latham & Watkins LLP 26
—
64
��
—
—
310
2031
2
Southern California Gas Company 56
—
—
—
—
—
406
2026
3
The Capital Group Companies 52
—
—
54
—
—
324
2033
4
Wells Fargo Bank National Association —
—
—
—
315
—
—
2023
5
Gibson, Dunn & Crutcher LLP —
—
—
269
—
—
—
2022
6
Bank of America N.A. —
—
—
—
—
—
209
2029
7
Oaktree Capital Management, L.P. —
—
—
—
—
—
207
2030
8
Shepard, Mullin, Richter —
—
—
—
—
—
174
2025
9
Ernst & Young U.S. LLP 9
—
—
—
—
—
121
2032
10
Sidley Austin (CA) LLP —
—
—
—
—
136
—
2024
Leased square feet expiring by year 143
—
64
323
315
136
1,751

Percentage of leased square feet expiring by year 2.2 % — % 1.0 % 5.0 % 4.8 % 2.1 % 27.0 %

~~Table of Contents~~

Lease Expirations

The following table presents a summary of lease expirations at Brookfield DTLA’s properties for executed leases as of December 31, ~~2018,~~2021, plus currently available space, for ~~each of the ten calendar years beginning January 1, 2019 and thereafter.~~future periods. This table assumes that none of our tenants will exercise renewal options or early termination rights, if any, at or prior to their scheduled expirations.


Year	Total Area in Square Feet Covered by Expiring Leases	Percentage of Leased Square Feet		Annualized Rent (1)		Percentage of Annualized Rent		Current Rent per Leased Square Foot (2)		Rent per Leased Square Foot at Expiration (3)

2022	304,641	5.2	%	$	7,981,594	4.8	%	$	26.20	$	26.75
2023	983,709	16.7	%	25,586,271		15.3	%	26.01		27.35
2024	544,819	9.3	%	16,224,710		9.7	%	29.78		32.15
2025	729,727	12.5	%	21,979,377		13.1	%	30.12		32.43
2026	571,061	9.8	%	14,819,033		8.9	%	25.95		29.57
2027	296,212	5.1	%	9,019,655		5.4	%	30.45		35.95
2028	104,486	1.8	%	3,199,361		1.9	%	30.62		39.24
2029	303,025	5.2	%	9,863,464		5.9	%	32.55		42.04
2030	329,831	5.6	%	10,178,585		6.1	%	30.86		39.96
2031	308,309	5.3	%	8,996,457		5.4	%	29.18		39.71
Thereafter	1,379,784	23.5	%	39,461,758		23.5	%	28.60		42.12
Total expiring leases	5,855,604	100.0	%	$	167,310,265	100.0	%	$	28.57	$	34.86
Currently available	1,725,353
Total rentable square feet	7,580,957

(1)Annualized rent represents the annualized monthly contractual rent under executed leases as of December 31, 2021. This amount reflects total base rent before any rent abatements as of December 31, 2021. Total abatements for executed leases as of December 31, 2021 for the twelve months ending December 31, 2022 are approximately $13.8 million, or $2.35 per leased square foot.

(2)Current rent per leased square foot represents base rent for executed leases, divided by total leased square feet as of December 31, 2021.

(3)Rent per leased square foot at expiration represents base rent, including any future rent steps, and thus represents the base rent that will be in place at lease expiration.

Year
Total Area in
Square Feet
Covered by
Expiring
Leases

Percentage
of Leased
Square Feet

Annualized
Rent (1)

Percentage of
Annualized
Rent

Current Rent per
Leased
Square
Foot (2)

Rent per
Leased Square
Foot at
Expiration (3)

2019 416,648
6.4 % $ 9,362,016
5.6 % $ 22.47
$ 22.73
2020 351,363
5.4 % 9,261,743
5.5 % 26.36
27.49
2021 351,438
5.4 % 9,394,433
5.6 % 26.73
29.17
2022 653,793
10.1 % 17,845,964
10.7 % 27.30
30.03
2023 912,138
14.1 % 22,462,179
13.4 % 24.63
28.24
2024 528,022
8.1 % 14,218,042
8.5 % 26.93
31.84
2025 713,794
11.0 % 19,905,208
11.9 % 27.89
32.94
2026 580,002
8.9 % 13,639,682
8.2 % 23.52
28.79
2027 179,966
2.8 % 4,827,011
2.9 % 26.82
35.74
2028 20,434
0.3 % 576,433
0.4 % 28.21
39.85
Thereafter 1,785,882
27.5 % 45,631,782
27.3 % 25.55
38.69
Total expiring leases 6,493,480
100.0 % $ 167,124,493
100.0 % $ 25.74
$ 32.05
Currently available 1,032,512

Total rentable square feet 7,525,992

~~__________~~

~~(1)~~

~~Annualized rent represents the annualized monthly contractual rent under executed leases as of~~ ~~December 31, 2018. This amount reflects total base rent before any rent abatements as of~~ ~~December 31, 2018~~ and is shown on a net basis; thus, for any tenant under a partial gross lease, the expense stop, or under a fully gross lease, the current year operating expenses (which may be estimates as of such date), are subtracted from gross rent. Total abatements for executed leases as of ~~December 31, 2018~~ ~~for the twelve months ending~~ ~~December 31, 2019~~ ~~are approximately $12.3 million, or $1.89 per leased square foot.~~


~~(2)~~	~~Current rent per leased square foot represents base rent for executed leases, divided by total leased square feet as of~~ ~~December 31, 2018~~.


~~(3)~~	~~Rent per leased square foot at expiration represents base rent, including any future rent steps, and thus represents the base rent that will be in place at lease expiration.~~

Table of Contents

Indebtedness

As of December 31, ~~2018,~~2021, Brookfield DTLA’s debt was comprised of mortgage and mezzanine loans secured by seven properties. A summary of our debt as of December 31, ~~2018~~2021 is as ~~follows (in millions, except percentage amounts and years):~~follows:

Principal
Amount

Percent of
Total Debt

Effective
Interest
Rate

Weighted Average
Term to
Maturity

Fixed-rate $ 908.5
42 % 4.19 % 4 years
Variable-rate swapped to fixed-rate 230.0
11 % 3.90 % 2 years
Variable-rate (1) 1,013.2
47 % 4.57 % 2 years
$ 2,151.7
100 % 4.34 % 3 years


	Principal Amount		Percent of Total Debt		Effective Interest Rate		Weighted Average Term to Maturity (3)

Fixed-rate	$	458,500	20	%	4.03	%	3 years
Variable-rate (1) (2)	1,805,796		80	%	2.62	%	3 years
	$	2,264,296	100	%	2.91	%	3 years

__________


~~(1)~~	~~As of~~ ~~December 31, 2018~~ and the date of this report, a future advance amount of $31.8 million is available under the Wells Fargo Center–South Tower mortgage loan that can be drawn by the Company to fund approved leasing costs (as defined in the underlying loan agreement), including tenant improvements and inducements, leasing commissions, and common area improvements.

(1)As of December 31, 2021 and through the date of this report, a future advance amount of $29.2 million is available under the Wells Fargo Center–South Tower mortgage loan that can be drawn to fund approved leasing costs (as defined in the underlying loan agreement), including tenant improvements and inducements, leasing commissions, and common area improvements.

(2)As of December 31, 2021 and through the date of this report, a future advance amount of $43.6 million is available under the 777 Tower mortgage and mezzanine loans that can be drawn to fund approved leasing costs (as defined in the underlying loan agreements), including tenant improvements and inducements, and leasing commissions.

(3)Includes the effect of extension options that the Company controls, if applicable. As of December 31, 2021, we meet the criteria specified in the loan agreements to extend the loan maturity dates.

See Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources” and Part II, Item 8. “Financial Statements and Supplementary Data—~~Note 4~~Notes to Consolidated Financial ~~Statements.~~Statements—Note 6—Secured Debt, Net.”


~~Item 3.~~	~~Legal Proceedings.~~

Item 3.Legal Proceedings.

Brookfield DTLA and its subsidiaries may be subject to pending legal proceedings and litigation incidental to its business. After consultation with legal counsel, management believes that any liability that may potentially result upon resolution of such matters is not expected to have a material adverse effect on the Company’s business, financial condition or consolidated financial statements as a whole.


~~Item 4.~~	~~Mine Safety Disclosures.~~

Item 4.Mine Safety Disclosures.

Not applicable.

Table of Contents

PART II

Item 5.

Market for Registrant’s Common Equity, Related Stockholder Matters

and Issuer Purchases of Equity Securities.

Market Information

There is no established public trading market for the registrant’s common stock.

Holders

All of the registrant’s issued and outstanding shares of common stock (all of which are privately owned and are not traded on a public market) are held by Brookfield DTLA Holdings LLC.

Dividends

The registrant has not paid any cash dividends on its common stock in the past. Any future dividends declared would be at the discretion of Brookfield DTLA’s board of directors and would depend on its financial condition, results of operations, contractual obligations and the terms of its financing agreements at the time a dividend is considered, and other relevant factors.

Recent Sales of Unregistered Securities

None.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

None.

Table of Contents


~~Item 6.~~	~~Selected Financial Data.~~

~~The following table sets forth selected consolidated operating and financial data for Brookfield DTLA (in thousands):~~

For the Year Ended December 31,
2018 2017 2016 2015 2014

Operating Results
Total revenue $ 315,680
$ 306,322
$ 310,692
$ 299,090
$ 294,161
Total expenses 360,337
343,959
348,859
339,444
347,153
Net loss (44,657 ) (37,637 ) (38,167 ) (40,354 ) (52,992 )
Net income (loss) attributable to
    noncontrolling interests:

Series A-1 preferred interest –
    current dividends
17,306
17,213
17,213
17,213
17,213
Senior participating preferred interest –
    current dividends
—
—
—
2,321
10,044
Senior participating preferred interest –
    redemption measurement adjustment
1,482
479
2,428
6,625
2,256
Series B preferred interest –
    current preferred return
17,961
13,435
2,084
—
—
Series B common interest –
    allocation of net income (loss)
28,343
(45,699 ) (41,055 ) (44,521 ) (52,891 )
Net loss attributable to Brookfield DTLA (109,749 ) (23,065 ) (18,837 ) (21,992 ) (29,614 )
Series A preferred stock –
    current dividends
18,532
18,548
18,548
18,548
18,548
Net loss available to common interest
    holders of Brookfield DTLA
$ (128,281 ) $ (41,613 ) $ (37,385 ) $ (40,540 ) $ (48,162 )

Other Information
Cash flows provided by
     operating activities $ 17,389
$ 31,786
$ 35,828
$ 29,991
$ 22,962
Cash flows used in
     investing activities (1) (90,065 ) (74,696 ) (57,350 ) (58,061 ) (43,729 )
Cash flows provided by (used in)
     financing activities 110,941
20,030
4,341
(36,486 ) (25,979 )

~~__________~~

~~(1)~~

~~In January 2018, Brookfield DTLA adopted the guidance in Accounting Standards Update (“ASU”) 2016-18,~~ ~~Restricted Cash~~, which requires entities to include restricted cash with cash and cash equivalents when reconciling the beginning and end of period total amounts shown in the statement of cash flows. Therefore, the change in restricted cash is no longer presented as a separate line item within cash flows from investing activities in the Company’s consolidated statement of cash flows since such balances are now combined with cash and cash equivalents at both the beginning and end of the reporting period. We have retroactively restated the 2017, 2016, 2015 and 2014 consolidated statements of cash flows by reclassifying the decrease or (increase) in restricted cash of $24.5 million, $(6.3) million, $(6.7) million and $(24.3) million, respectively, from cash flows used in investing activities to net change in cash, cash equivalents and restricted cash.

~~Table of Contents~~

~~The following table sets forth selected consolidated balance sheet data for Brookfield DTLA (in thousands):~~

As of December 31,
2018 2017 2016 2015 2014 (1)

Financial Position
Investments in real estate, net $ 2,416,245
$ 2,413,857
$ 2,411,624
$ 2,419,119
$ 2,430,314
Total assets 2,795,658
2,747,815
2,769,959
2,798,010
2,873,808
Mortgage loans, net 2,140,724
1,991,692
2,076,804
2,111,405
2,107,007
Total liabilities 2,220,690
2,100,014
2,198,862
2,255,952
2,232,606
Mezzanine equity 1,015,889
990,749
829,532
726,595
739,600
Stockholders’ deficit (440,921 ) (342,948 ) (258,435 ) (184,537 ) (98,398 )

~~__________~~

~~(1)~~

~~In December 2015, Brookfield DTLA adopted the guidance in ASU 2015-03,~~ ~~Simplifying the Presentation of Debt Issuance Costs~~, which requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability. We have retroactively restated the 2014 consolidated balance sheet by reclassifying unamortized debt issuance costs of $4.1 million from total assets to mortgage loans, net in accordance with this guidance. We have also reduced total liabilities by $4.1 million in the 2014 consolidated balance sheet.

~~Table of Contents~~


~~Item 7.~~	~~Management’s Discussion and Analysis of Financial Condition~~

Item 7.Management’s Discussion and Analysis of Financial Condition

and Results of Operations.

BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with the consolidated financial statements and related ~~notes. See~~ notes thereto that appear in Item 8. “Financial Statements and Supplementary ~~Data.”~~Data” of this Annual Report on Form 10-K. Forward-looking statements involve inherent risks and uncertainties regarding events, conditions, and financial trends that may affect the Company’s future plans of operations, business strategy, results of operations, and financial position. A number of important factors could cause actual results to differ materially from those included within or contemplated by such forward-looking statements, including, but not limited to, those described under Item 7. “Management's Discussion and Analysis of Financial Condition and Results of Operations” in this Annual Report on Form 10-K. We do not undertake any responsibility to update any of these factors or to announce publicly any revisions to any of the forward-looking statements contained in this or any document, whether as a result of new information, future events, or otherwise.

Overview and Background

Brookfield DTLA Fund Office Trust Investor Inc. (“Brookfield ~~DTLA”~~DTLA” or the ~~“Company”~~“Company”) is a Maryland corporation and was incorporated on April 19, 2013. Brookfield DTLA was formed for the purpose of consummating the transactions contemplated in the Agreement and Plan of Merger dated as of April 24, 2013, as amended, ~~(the “Merger Agreement”),~~ and the issuance of shares of 7.625% Series A Cumulative Redeemable Preferred Stock (the ~~“Series~~“Series A preferred ~~stock”~~stock”) in connection with the acquisition of MPG Office Trust, Inc. and MPG Office, L.P. (together, ~~“MPG”~~“MPG”). Brookfield DTLA is a direct subsidiary of Brookfield DTLA Holdings LLC, a Delaware limited liability company (“DTLA ~~Holdings”~~Holdings”, and together with its affiliates excluding the Company and its subsidiaries, the ~~“Manager”~~“Manager”). DTLA Holdings is an indirect ~~partially-owned~~partially‑owned subsidiary of Brookfield Property Partners L.P. (“BPY”), aan exempted limited partnership under the Laws of Bermuda, ~~(“BPY”),~~ which in turn is the flagship ~~listed real estate company of~~commercial property entity and the primary vehicle through which Brookfield Asset Management Inc. (“BAM”), a corporation under the Laws of Canada, ~~(“BAM”).~~invests in real estate on a global basis. On April 1, 2021, BAM and BPY announced an agreement for BAM to acquire 100% of the limited partnership units of BPY. The acquisition was completed in July 2021 and the acquisition did not have any impact to the Company.

Table of Contents

BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

Brookfield DTLA owns ~~BOA Plaza, EY Plaza, Wells Fargo Center–North Tower, Wells Fargo Center–South Tower, Gas Company Tower~~ and ~~777 Tower, each of which is a~~manages six Class A office ~~property~~properties and a retail center, consisting of 7,580,957 rentable square feet in total. Additionally, Brookfield DTLA also has an indirect noncontrolling interest in an unconsolidated real estate joint venture that owns a multifamily residential development property. All of these properties are located in the Los Angeles Central Business District (the ~~“LACBD”~~“LACBD”) in Downtown Los Angeles, which has long been a major office district for law firms, accounting firms and ~~other investments.~~government agencies. The following table sets forth information regarding these eight properties as of December 31, 2021:


Name	Property Type	Rentable Square Feet	Ownership Percentage	Occupancy (1)	Weighted-Average Remaining Lease Term (Years) (2)

Bank of America Plaza (“BOA Plaza”)	Office (4)	1,405,428	100%	85.1%	6.6
Wells Fargo Center–North Tower	Office (4)	1,400,639	100%	79.0%	6.9
Gas Company Tower	Office (4)	1,345,163	100%	73.3%	5.7
EY Plaza	Office (4)	963,682	100%	78.9%	6.7
Wells Fargo Center–South Tower	Office (4)	1,124,960	100%	63.1%	5.0
777 Tower	Office (4)	1,024,835	100%	79.4%	4.3
FIGat7th	Retail	316,250	100%	89.4%	7.1
755 South Figueroa	Multifamily (3)	N/A	33.6%	N/A	N/A
Total		7,580,957		77.2%	6.0

(1) Represents properties’ leased square feet over total rentable square feet for executed leases as of December 31, 2021.

(2) Represents weighted-average of the period remaining (denominated in years) for executed lease as of December 31, 2021, excluding tenant lease extension options.

(3) Under development as of December 31, 2021.

(4) Classified as Class A office properties as they are centrally-located buildings that are professionally managed and maintained, attract high-quality tenants and command upper-tier rental rates, and that are modern structures or have been modernized to compete with newer buildings.

Brookfield DTLA has elected to be taxed as a real estate investment trust (“REIT”) pursuant to Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the “Code”), commencing with its tax period ended December 31, 2013. Brookfield DTLA conducts and intends to conduct its operations so as to continue to qualify as a REIT. Accordingly, Brookfield DTLA is not subject to U.S. federal income tax, provided that it continues to qualify as a REIT and distributions to its stockholders, if any, generally equal or exceed its taxable income. Brookfield DTLA has elected to treat certain of its subsidiaries as taxable REIT subsidiaries (“TRS”). Certain activities that we undertake must be conducted by a TRS, such as non-customary services for our tenants, and holding assets that we cannot hold directly. A TRS is subject to both federal and state income taxes.

~~Brookfield DTLA~~primarily receives its income ~~primarily~~ from ~~rental~~lease income, ~~(including~~including tenant ~~reimbursements)~~reimbursements, generated from the operations of its office and retail properties, and to a lesser extent, revenue from its parking garages.

Current Year Highlights

Coronavirus (“COVID-19”) Update

In December 2020, the U.S. began a large-scale COVID-19 vaccination campaign. On June 15, 2021, as California fully reopened its economy, restrictions such as physical distancing, capacity limits and the county tier system were lifted (the “Reopening”). However, since the Reopening, the spread of the Delta and Omicron variants brought uncertainty to the economic recovery and many office tenants revised their return-to-office plans in response to the soaring case counts.

Table of Contents

BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

During 2021, the COVID-19 pandemic and the measures taken to combat the spread of the pandemic have continued to impact numerous aspects of our business and our properties, which are located in the City of Los Angeles. Some of the effects include the following:

•Prior to the Reopening, capacity limits were imposed on higher-risk activities and businesses such as indoor dining, bars, fitness centers and movie theaters according to the tier system of the California state’s reopening framework. As a result, our retail tenants in FIGat7th experienced the most immediate impact of the restrictions imposed. During 2021, 2020 and 2019, total lease income and parking revenue from FIGat7th represented approximately 5%, 3% and 4%, respectively, of the consolidated total. Due to the uncertainties posed to our tenants in FIGat7th by these restrictions, adjustments of $2.3 million were recognized during 2020, to lower our lease income related to certain leases where we determined that the collection of future lease payments was not probable. In contrast, the Company recorded favorable lease income adjustments of $0.5 million during 2021, as a result of the Reopening as various retail tenants benefited from higher visitor traffic.

•While our office properties have remained open, most of our office tenants have been working remotely since the “stay-at-home” order was issued in March 2020. Although state and local authorities lifted restrictions on businesses in June 2021, the physical occupancy of our office properties has remained well below capacity as infection rates fluctuated and most employers continued their COVID-19 response protocols and allowed employees to work from home when possible. As of December 31, 2021, most of our office tenants have been current in paying amounts due to us under their leases. Due to the uncertainties posed to our office property tenants by the COVID-19 pandemic, during 2020, adjustments of $6.1 million were recognized to lower our lease income related to certain leases where we determined that the collection of future lease payments was not probable. In contrast, the Company recorded favorable lease income adjustments of $0.7 million during 2021, as a result of the Reopening and office employees returning to offices.

•The Company received certain rent relief requests for certain periods in 2020 and 2021 from many of our retail tenants and some of our office tenants as a result of the measures taken to combat the spread of the COVID-19 pandemic. Some of our tenants have availed themselves of various federal and state relief funds, such as the Coronavirus Aid, Relief, and Economic Security (CARES) Act and the Paycheck Protection Program, which can be utilized to partially meet rental obligations. While our tenants are required to fulfill their commitments to us under their leases, we have implemented and will continue to carefully consider temporary rent deferrals and rent abatements on a lease-by-lease basis and only consider those which have a justifiable financial basis.

Table of Contents

BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

•The following table presents parking net operating income during 2021, 2020 and 2019:


	For the Years Ended December 31,
	2021		2020		2019		2021 vs. 2020 % Change		2020 vs. 2019 % Change
Parking revenue	$	25,426	$	27,775	$	39,715	(8)	%	(30)	%
Parking expense	(8,570)		(10,648)		(10,373)		(20)	%	3	%
Parking net operating income	$	16,856	$	17,127	$	29,342	(2)	%	(42)	%

Decrease in parking net operating income is mainly attributable to the restrictions imposed by state and local authorities that impact the physical occupancy of both our office and retail properties.

•Decline in property values resulting from lower than anticipated revenues due to reduced increases in forecasted rental rates on new or renewal leases, applied credit losses, lower leasing velocity and increased lease concessions or incentives. While the carrying values of the properties are recorded at cost less accumulated depreciation, we estimate the undiscounted cashflows and fair values of the properties as part of our impairment review of investments in real estate. See Item 8. “Financial Statements and Supplementary Data—Notes to Consolidated Financial Statements—Note 2—Basis of Presentation and Summary of Significant Accounting Policies—Significant Accounting Policies—Impairment Review” for further discussion.

The following table sets forth information regarding the collection percentage as of December 31, 2021 and 2020 related to the amounts due from our tenants since the onset of the pandemic:


	As of December 31, 2021
Property Type		Second Quarter of 2020 Billings Collected(1)		Third Quarter of 2020 Billings Collected(1)		Fourth Quarter of 2020 Billings Collected(1)		First Quarter of 2021 Billings Collected(1)		Second Quarter of 2021 Billings Collected(1)		Third Quarter of 2021 Billings Collected(1)		Fourth Quarter of 2021 Billings Collected(1)
Office		100	%	100	%	100	%	100	%	100	%	100	%	99	%
Retail		100	%	98	%	98	%	96	%	96	%	90	%	91	%
Total		100	%	100	%	100	%	100	%	100	%	99	%	99	%


	As of December 31, 2020
Property Type		March 2020 Billings Collected (1)		Second Quarter of 2020 Billings Collected(1)		Third Quarter of 2020 Billings Collected(1)		Fourth Quarter of 2020 Billings Collected(1)
Office		100	%	98	%	98	%	98	%
Retail		97	%	39	%	62	%	65	%
Total		100	%	96	%	97	%	97	%

(1) Adjusted for rent concessions granted to tenants.

Table of Contents

BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

See Item 8. “Financial Statements and Supplementary Data—Notes to Consolidated Financial Statements—Note 2—Basis of Presentation and Summary of Significant Accounting Policies—Rents, Deferred Rents and Other Receivables, Net” for a discussion of how we assess the collectibility of amounts due under leases with our tenants.

In addition, see Part I, Item 1A. “Risk Factors” for a discussion about risks that the COVID-19 pandemic directly or indirectly may pose to our business.

While we cannot be certain as to the duration of the impact of COVID-19, we expect impacts of COVID-19 to continue affecting our financial results at least through 2022, albeit modestly. The future impact of the pandemic on the demand for office space is unclear, as companies consider the repercussion of the pandemic on their business and their demand for labor while, at the same time, evaluate their space requirements in light of their current and projected headcounts and the continued focus on social distancing and employees’ desire for more work-location flexibility.

Leasing Activity and Occupancy Level

Following the Reopening, leasing activity improved with new and renewal leases totaling 492,367 square feet within our portfolio in 2021, compared to 414,577 square feet in 2020, an increase of 19% year over year. Contractual expirations and early terminations of leases totaled 632,280 square feet in 2021, compared to 707,209 square feet in 2020, a decrease of 11% year over year. Despite the slight improvement in leasing activity, occupancy decreased from 79.1% in 2020 to 77.2% in 2021 due to the negative net absorption. See “Leasing Activity” for details.

Financing

In February 2021, Brookfield DTLA closed a $465.0 million interest-only debt secured by Gas Company Tower. This debt, which is scheduled to mature in February 2026, bears interest at LIBOR plus 2.95%. All the proceeds from this debt were used to pay off the original $450.0 million debt that previously encumbered the property and to satisfy the new loans’ required reserves. See "Indebtedness" for details.

Capital Improvements

The atrium development project at Wells Fargo Center was completed in 2020 and the construction of the various food vendor spaces is in progress with openings starting in the second quarter of 2021 and expected to be completed in the second quarter of 2022.

In 2020 and 2021, in response to the measures taken to combat the spread of the COVID-19 pandemic,Brookfield DTLA strategically deferred and cancelled various capital expenditure projects of lower priority. Further, expenditures for tenant improvements has continued to decline as a result of decreased leasing activity in 2020 and 2021. Accordingly, expenditures for real estate improvements decreased by $65.3 million or 83% from $78.5 million in 2020 to $13.2 million in 2021. We anticipate that capital improvement activities will resume gradually starting 2022, as the economy continues to recover.

Table of Contents

BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

755 South Figueroa Development

The 755 South Figueroa multifamily site is held by an unconsolidated real estate joint venture in which the Company had an ownership interest of 33.6%. As of December 31, 2021, construction is actively underway with core concrete construction complete through eight levels of parking and thirty eight floors of the superblock. Substantial completion is expected in the fourth quarter of 2022 and will accommodate 785 rental units, approximately 5,300 square feet of retail space and 800 parking spaces. As the development progresses towards the targeted completion in 2022, $172.3 million was capitalized as development cost during 2021, compared to $76.4 million during 2020. As such, during 2021, additional capital contributions of $39.8 million, compared to $13.6 million in 2020, were made by DTLA FP IV Holdings to fund development costs.

Liquidity and Capital Resources

General

The following table presents the major sources of Brookfield DTLA’s liquidity as of December 31, 2021 and 2020:


	As of December 31,
	2021		2020
Cash and cash equivalents	$	38,901	$	37,394
Unused capital contribution commitments available on Series B preferred interest	21,178		46,678
Availability under secured debt to fund approved leasing costs	72,804		72,804
Total Liquidity	$	132,883	$	156,876

Brookfield DTLA’s business requires continued access to adequate cash to fund its liquidity needs. The amount of cash Brookfield DTLA currently generates from its operations is not sufficient to cover its ~~operating,~~investing and financing ~~and investing~~ activities without issuing additional debt or equity, resulting in “negative cash burn,” and there can be no assurance that the amount of Brookfield DTLA’s negative cash burn will decrease, or that it will not increase, in the future. If Brookfield DTLA’s operating cash ~~flow~~flows and capital are not sufficient to cover its operating costs or to repay its indebtedness as it comes due, we may issue additional debt and/or equity, including to affiliates of Brookfield DTLA, which issuances could further adversely impact the amount of funds available to Brookfield DTLA for any purpose, including for dividends or other distributions to holders of its capital stock, including the Series A preferred stock. In many cases, such securities may be issued if authorized by the board of directors of Brookfield DTLA without the approval of holders of the Series A preferred stock. ~~See “—Potential Uses~~

Table of ~~Liquidity—Property Operations” below.~~

~~Sources and Uses of Liquidity~~

~~Brookfield DTLA’s potential liquidity sources and uses are, among others, as follows:~~



	~~Sources~~		~~Uses~~
•	~~Cash on hand;~~	•	~~Property operations;~~
•	~~Cash generated from operations;~~	•	~~Capital expenditures;~~
•	~~Contributions from DTLA Holdings; and~~	•	~~Payments in connection with loans; and~~
•	~~Proceeds from additional secured or~~ ~~unsecured debt financings.~~	•	~~Distributions to DTLA Holdings.~~

~~Potential Sources of Liquidity~~—

~~Cash on Hand~~—

~~As of December 31, 2018 and 2017, Brookfield DTLA had cash and cash equivalents totaling $80.4 million and $32.0 million, respectively.~~

Contents

BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

~~Cash Generated from Operations~~—

Brookfield DTLA’s ~~cash generated from operations is primarily dependent upon (1)~~primary liquidity sources and uses during the occupancy level of its portfolio, (2) the rental rates achieved on its leases, and (3) the collectability of rent and other amounts billed to its tenants. Net cash generated from operations is tied to the level of operating expenses, described below under “—Potential Uses of Liquidity.”

~~Occupancy levels.~~ ~~The following table presents leasing information for executed leases at Brookfield DTLA’s properties as of~~ years ended December 31, ~~2018:~~2021, 2020 and 2019 are as follows:

Sources:

•Cash provided by operating activities, see “Discussion of Consolidated Cash Flows — Operating Activities” ;

•Proceeds from additional secured debt financings, see “Indebtedness”; and

•Contributions from noncontrolling interests, see “Discussion of Consolidated Cash Flows — Financing Activities”.

Uses:

•Cash used in operating activities, see “Discussion of Consolidated Cash Flows — Operating Activities”;

•Capital expenditures and leasing costs, see “Capital Expenditures and Leasing Costs”;

•Payments in connection with secured debt, see “Indebtedness”; and

•Distributions to noncontrolling interests, see “Discussion of Consolidated Cash Flows — Financing Activities”.

Square Feet
Property
Net
Building
Rentable

% of Net
Rentable

%
Leased

Total
Annualized
Rents (1)

Annualized
Rent
$/RSF (2)

BOA Plaza 1,405,428
18.7 % 91.5 % $ 33,172,530
$ 25.79
Wells Fargo Center–North Tower 1,400,639
18.6 % 87.2 % 32,251,343
26.41
Gas Company Tower 1,345,163
17.9 % 91.8 % 31,123,507
25.21
EY Plaza 1,224,967
16.3 % 90.9 % 27,917,936
25.08
Wells Fargo Center–South Tower 1,124,960
14.9 % 76.9 % 22,454,848
25.97
777 Tower 1,024,835
13.6 % 75.5 % 20,204,329
26.12
7,525,992
100.0 % 86.3 % $ 167,124,493
$ 25.74

~~__________~~

~~(1)~~


~~(2)~~	~~Annualized rent per rentable square foot represents annualized rent as computed above, divided by leased square feet as of December 31, 2018.~~

Table of Contents

BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

The following table presents a summary of lease expirations at Brookfield DTLA’s properties for executed leases as of December 31, 2018, plus currently available space, for each of the ten calendar years beginning January 1, 2019 and thereafter. This table assumes that none of our tenants will exercise renewal options or early termination rights, if any, at or prior to their scheduled expirations.

Year
Total Area in
Square Feet
Covered by
Expiring
Leases

Percentage
of Leased
Square Feet

Annualized
Rent (1)

Percentage of
Annualized
Rent

Current
Rent per
Leased
Square
Foot (2)

Rent per
Leased Square
Foot at
Expiration (3)

2019 416,648
6.4 % $ 9,362,016
5.6 % $ 22.47
$ 22.73
2020 351,363
5.4 % 9,261,743
5.5 % 26.36
27.49
2021 351,438
5.4 % 9,394,433
5.6 % 26.73
29.17
2022 653,793
10.1 % 17,845,964
10.7 % 27.30
30.03
2023 912,138
14.1 % 22,462,179
13.4 % 24.63
28.24
2024 528,022
8.1 % 14,218,042
8.5 % 26.93
31.84
2025 713,794
11.0 % 19,905,208
11.9 % 27.89
32.94
2026 580,002
8.9 % 13,639,682
8.2 % 23.52
28.79
2027 179,966
2.8 % 4,827,011
2.9 % 26.82
35.74
2028 20,434
0.3 % 576,433
0.4 % 28.21
39.85
Thereafter 1,785,882
27.5 % 45,631,782
27.3 % 25.55
38.69
Total expiring leases 6,493,480
100.0 % $ 167,124,493
100.0 % $ 25.74
$ 32.05
Currently available 1,032,512

Total rentable square feet 7,525,992

~~__________~~

~~(1)~~


~~(2)~~	~~Current rent per leased square foot represents base rent for executed leases, divided by total leased square feet as of~~ ~~December 31, 2018~~.


~~(3)~~	~~Rent per leased square foot at expiration represents base rent, including any future rent steps, and thus represents the base rent that will be in place at lease expiration.~~

~~BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.~~

~~MANAGEMENT’S DISCUSSION AND ANALYSIS OF~~

~~FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)~~

~~Rental Rates~~Capital Expenditures and Leasing ~~Activity.~~ ~~Average asking net effective rents in the LACBD were essentially flat during the year ended December 31, 2018. Management believes that on average our current rents are at market in the LACBD.~~Costs

~~The following table summarizes leasing activity at Brookfield DTLA’s properties for the year ended~~ ~~December 31, 2018~~:

~~Collectability of rent from our tenants.~~ Brookfield DTLA’s rental income depends on collecting rent from its tenants, and in particular from its major tenants. In the event of tenant defaults, Brookfield DTLA may experience delays in enforcing its rights as landlord and may incur substantial costs in pursuing legal possession of the tenant’s space and recovery of any amounts due from the tenant. This is particularly true in the case of the bankruptcy or insolvency of a major tenant or where the Federal Deposit Insurance Corporation is acting as receiver.

~~Contributions from DTLA Holdings~~—

~~Drawdowns under Capital Commitment—~~

At the time of the merger with MPG, DTLA Holdings made a commitment to contribute up to $260.0 million in cash or property to Brookfield DTLA Fund Properties II LLC (“New OP”), which directly or indirectly owns the Brookfield DTLA properties, for which it will be entitled to receive a market rate of return determined at the time of contribution (“preferred return”).

~~During the years ended December 31, 2017 and~~ ~~2016~~, the Company received cash contributions totaling $111.5 million and $63.3 million, respectively, from DTLA Holdings under this commitment, which are entitled to a 9.0% preferred return. The Company used the funds received during the year ended December 31, 2017 to pay for costs associated with the refinancing of the Wells Fargo Center–North Tower mortgage loan, including a principal paydown and transaction costs, and for general corporate purposes. During the year ended December 31, 2016, the Company used the funds received to pay for costs associated with the refinancing of the Wells Fargo Center–South Tower and Gas Company Tower mortgage loans, including principal paydowns and funding of loan reserves, and for general corporate purposes.

~~BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.~~

~~MANAGEMENT’S DISCUSSION AND ANALYSIS OF~~

~~FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)~~

~~__________~~


~~(1)~~	~~During the year ended~~ ~~December 31, 2017, the amount reported represents the accumulated depreciation of fully depreciated buildings and improvements and tenant improvements written off during the period.~~

Table of Contents

Item 9.

Changes in and Disagreements With Accountants on Accounting

and Financial Disclosure.

None.

Item 9A. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Brookfield DTLA maintains disclosure controls and procedures (as defined in Rule 13a-15(e) or Rule 15d-15(e) under the ~~U.S.~~ Securities Exchange Act of 1934, as amended (the ~~“Exchange Act”~~“Exchange Act”)), that are designed to ensure that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow for timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

As required by SEC Rule 13a-15(b), Brookfield DTLA carried out an evaluation, under the supervision and with the participation of its management, including its principal executive officer and its principal financial officer, of the effectiveness of the design and operation of Brookfield DTLA’s disclosure controls and procedures as of the end of the period covered by this report. Based on this evaluation, G. Mark Brown, our principal executive officer, and Bryan D. Smith, our principal financial officer, concluded that these disclosure controls and procedures were effective at the reasonable assurance level as of December 31, ~~2018.~~2021.

Management’s Annual Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)). Our management, including Messrs. Brown and Smith, evaluated the effectiveness of Brookfield DTLA’s internal control over financial reporting using the framework in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management concluded that our internal control over financial reporting was effective as of December 31, ~~2018.~~2021.

Changes in Internal Control over Financial Reporting

There have been no changes in Brookfield DTLA’s internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) during the ~~fiscal quarter~~three months ended December 31, ~~2018~~2021 that have materially affected, or that are reasonable likely to materially affect, our internal control over financial reporting. We have not experienced any material impact to our internal control over financial reporting due to the measures taken to combat the spread of the COVID-19 pandemic. We are continually monitoring and assessing the impact of the measures taken to combat the spread of the COVID-19 pandemic on our internal controls to minimize the impact on their design and operating effectiveness.

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Item 9B.Other Information.

None.

~~Table of Contents~~

Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Not applicable.

PART III


~~Item 10.~~	Item 10.Directors, ~~Executive Officers and Corporate Governance.~~

Executive Officers ~~of the Registrant~~and Corporate Governance.

Information about our Executive Officers

Brookfield DTLA Fund Office Trust Investor Inc., a Maryland Corporation (“Brookfield DTLA,” the ~~“Company,~~“Company,” ~~“us,~~“us,” ~~“we”~~“we” and ~~“our”~~“our”), does not directly employ any of the persons responsible for managing its business. Brookfield DTLA is a direct subsidiary of Brookfield DTLA Holdings LLC, a Delaware limited liability company (“DTLA ~~Holdings”~~Holdings”, and together with its affiliates excluding the Company and its subsidiaries, the ~~“Manager”~~“Manager”), manages our operations and activities, and it, together with the board of directors and officers, makes decisions on our behalf. Our executive officers are employed by the Manager and the Company does not directly or indirectly pay any compensation to them. The compensation of the executive officers is set by the Manager and the Company has no control over the determination of their compensation. Our executive officers participate in employee benefit plans and arrangements sponsored by the Manager. The Company has not established any employee benefit plans or entered into any employment agreements with any of our executive officers. In determining the total compensation paid to the Company’s executive officers, the Manager considers, among other things, its business, results of operations and financial condition taken as a whole.

Our current executive officers are as follows:

Name

Age

Position

Executive
Officer
Since

G. Mark Brown

Chairman of the Board and Principal
Executive Officer of Brookfield DTLA
(also a Managing Partner in Brookfield
Asset Management’s real estate group)

2017

Bryan D. Smith

Chief Financial Officer of Brookfield DTLA
(also a Managing Director in Brookfield
Asset Management’s real estate group)

2018

Name Age Position
Executive
Officer
Since

G. Mark Brown 54
Chairman of the Board and Principal
    Executive Officer of Brookfield DTLA
    (also a Managing Partner in Brookfield
    Asset Management’s real estate group)
2017
Bryan D. Smith 48
Chief Financial Officer of Brookfield DTLA
    (also a Senior Vice President in Brookfield
    Asset Management’s real estate group)
2018

G. Mark Brown was appointed Chairman of the Board and Principal Executive Officer of Brookfield DTLA in ~~May~~ 2017. ~~Mr. Brown~~He has served on the board of directors since the Company was formed in 2013. Mr. Brown is a Managing Partner in Brookfield Asset Management Inc. (“~~BAM”~~BAM”)’s real estate group. ~~Mr. Brown~~He has been employed by the Manager since 2000, and has held various senior executive roles, including Global Chief Investment Officer. The board of directors appointed Mr. Brown as Chairman of the Board and Principal Executive Officer based on, among other factors, his knowledge of the Company and his experience in commercial real estate.

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Table of Contents

Bryan D. Smith was appointed Chief Financial Officer of Brookfield DTLA onin August ~~10, 2018 to fill the vacancy created by the resignation of Edward F. Beisner. He~~2018. Mr. Smith is a Managing Director in BAM’s real estate group, and has been employed by the Manager ~~as a Senior Vice President in BAM’s real estate group~~ since March 2018. Prior to joining ~~BAM,~~Brookfield, Mr. Smith was the Chief Financial Officer of ~~US Real Estate~~the U.S. real estate business at ~~The Carlyle Group since June 2013.~~a global private equity firm and also held various accounting roles in global accounting and financial services firms. The board of directors appointed Mr. Smith as Chief Financial Officer based on, among other factors, his experience in finance and commercial real estate.

~~Table of Contents~~

Directors of the Registrant

Our current board of directors is as follows:


Name	Age	Position	Director Since

G. Mark Brown	57	Director (also Chairman of the Board and Principal Executive Officer of Brookfield DTLA, and a Managing Partner in Brookfield Asset Management’s real estate group)	2013
Michelle L. Campbell	51	Director (also Senior Vice President, Secretary of Brookfield DTLA and Senior Vice President in Brookfield Asset Management’s real estate group)	2014
Andrew Dakos	56	Director	2017
Murray Goldfarb	47	Director (also a Managing Partner in Brookfield Asset Management’s real estate group)	2018
Phillip Goldstein	77	Director	2017
Ian Parker	57	Director	2017
Robert L. Stelzl	76	Director	2014

Name Age Position
Director
Since

G. Mark Brown 54
Director (also Chairman of the Board and
    Principal Executive Officer of
    Brookfield DTLA, and a Managing Partner
    in Brookfield Asset Management’s real
    estate group)
2013
Michelle L. Campbell 48
Director (also Senior Vice President and
    Secretary of Brookfield DTLA and
    a Senior Vice President in Brookfield
    Asset Management’s real estate group)
2014
Andrew Dakos 53 Director 2017
Murray Goldfarb 44
Director (also a Managing Partner in
    Brookfield Asset Management’s
    real estate group)
2018
Phillip Goldstein 74 Director 2017
Ian Parker 54
Director (also Chief Operating Officer of
    Brookfield DTLA and Chief Operating
    Officer for Brookfield Properties
    in the Western US and Canada)
2017
Robert L. Stelzl 73 Director 2014

Messrs. Brown ~~Goldfarb~~ and ~~Parker~~Goldfarb and Ms. Campbell are employed by the Manager. The Manager manages ~~Brookfield DTLA’s~~the Company’s operations and activities, and it, together with the board of directors and officers, makes decisions on the Company’s behalf. Certain subsidiaries of the Company have entered into arrangements with the Manager, pursuant to which the Manager provides property management and various other services to the Company.

Pursuant to Brookfield DTLA’s charter, holders of the Company’s Series A preferred stock are entitled to elect two directors (“Preferred ~~Directors”~~Directors”) until the full payment (or setting aside for payment) of all dividends on the Series A preferred stock that are in arrears, as well as dividends for the then-current period. Messrs. Dakos and Goldstein ~~were elected by~~are the ~~holders of the Series A preferred stock to serve as~~incumbent Preferred Directors ~~at a Special Meeting of holders of the Series A preferred stock in December 2017. Mr. Dakos~~ and ~~Mr. Goldstein~~ will continue to serve on the board of directors until their successors are duly elected and qualified or, if earlier, until the full payment (or setting aside for payment) of all dividends on the Series A preferred stock that are in arrears, as well as dividends for the then-current period in accordance with Maryland law, the Company’s charter and the Second Amended and Restated Bylaws of the Company, dated August 11, 2014 (the ~~“Amended Bylaws”~~“Amended Bylaws”).

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G. Mark Brown has served on the board of directors since Brookfield DTLA was formed in 2013 and has served as Chairman of the Board and the Company’s Principal Executive Officer since ~~May~~ 2017. ~~Mr. Brown~~He is a Managing Partner in BAM’s real estate group. ~~Mr. Brown~~He has been employed by the Manager since 2000 in various senior executive roles, including Global Chief Investment Officer. The board of directors nominated Mr. Brown to serve as a director based on, among other factors, his knowledge of the Company and his experience in commercial real estate.

~~Table of Contents~~

Michelle L. Campbell has served on the board of directors since 2014 and has served as Senior Vice President and Secretary of Brookfield DTLA since ~~March~~ 2016 and as Vice President and Secretary of ~~Brookfield DTLA~~the Company since it was formed in 2013. Ms. Campbell is a Senior Vice President in BAM’s real estate group and has been employed by the Manager in various legal positions since 2007. The board of directors nominated Ms. Campbell to serve as a director based on, among other factors, her knowledge of the Company and her experience in legal matters and commercial real estate.

Andrew Dakos has served on the board of directors since December 2017, following his election at a Special Meeting of holders of ~~Brookfield DTLA’s~~the Company’s Series A preferred stock. Mr. Dakos is a ~~principal~~Principal of Bulldog Investors, ~~LLC~~LLP (“Bulldog ~~Investors”~~Investors”), ~~an SEC-registered~~a U.S. Securities and Exchange Commission (the “SEC”)‑registered investment adviser to certain private funds, separately-managed accounts and Special Opportunities Fund, Inc., a New York Stock Exchange (the ~~“NYSE”~~“NYSE”)~~-listed~~‑listed registered closed-end investment company (“Special Opportunities ~~Fund”~~Fund”). ~~Mr. Dakos co-manages~~He co‑manages Bulldog ~~Investor’s~~ Investors’ investment strategy. ~~Mr. Dakos~~He also serves as President and Director of Special Opportunities Fund, ~~Chairman~~CEO, President and ~~President~~Chairman of Swiss Helvetia Fund, Inc., and Trustee and President of the High Income Securities Fund. He previously served as Trustee of Crossroads Liquidating Trust ~~and President and a Trustee of High Income Securities Fund.~~(2015-2020).

Murray Goldfarb has served on the board of directors since August 2018. Mr. Goldfarb is a Managing Partner in BAM’s real estate group. ~~Mr. Goldfarb~~He has been employed by the Manager since ~~2012, prior to which he was a partner at the law firm of Fried, Frank, Harris, Shriver & Jacobson LLP.~~2012. The board of directors nominated Mr. Goldfarb to serve as a director based on, among other factors, his knowledge of the Company and its affiliates and his experience in legal matters and commercial real estate.

Phillip Goldstein has served on the board of directors since December 2017, following his election at a Special Meeting of holders of ~~Brookfield DTLA’s~~the Company’s Series A preferred stock. Mr. Goldstein is a co‑founder and Principal of Bulldog Investors. ~~Mr. Goldstein~~He is the lead investment strategist for Bulldog Investors. ~~Mr. Goldstein~~He also serves as Chairman of The Mexico Equity and Income Fund, Inc., ~~Secretary and~~ Chairman of Special Opportunities Fund, Director of ~~MVC Capital, Inc., Director of~~ Swiss Helvetia Fund, Inc., and Chairman and Secretary of the High Income Securities Fund. He previously served as Director of MVC Capital (2012-2020), and as Trustee of Crossroads Liquidating Trust ~~and a Trustee of High Income Securities Fund.~~(2016-2020).

Ian Parker has served on the board of directors since 2017. Prior to his retirement in July 2020, Mr. Parker isserved as the Chief Operating Officer of Brookfield DTLA and ~~is also Chief Operating Officer for~~of Brookfield Properties in the Western USU.S. and Canada. ~~Mr. Parker has been~~He was employed by the Manager in various senior operational roles since 1996. The board of directors nominated Mr. Parker to serve as a director based on, among other factors, his knowledge of the Company’s affiliates and his experience in commercial real estate.

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Robert L. Stelzlhas served on the board of directors since 2014. Mr. Stelzl also has served as a member of the board of directors of Brookfield Real Estate Income Trust Inc. since 2021 and Brookfield Residential Properties Inc. since 2011. Mr. Stelzl served on the Van Eck family of mutual funds’ board of trustees and chair of its Governance Committee from 2007 through 2021. Mr Stelzl is a private real estate investor and investment manager. He currently serves as trustee of several private trusts which hold substantial real estate and other assets. In 2003 he retired from ~~Colony Capital, LLC,~~ a private, global real estate ~~private~~ equity ~~investor,~~fund manager after 14 years as a principal and member of the Investment Committee. Mr. Stelzl holds an M.B.A. from Harvard University, a B.A. in Fine Arts and a B.A. in Architecture from Rice University. The board of directors nominated Mr. Stelzl to serve as a director based on, among other factors, his experience in commercial real ~~estate.~~estate and finance.

~~Table of Contents~~

Board Leadership Structure and Risk Oversight

The Amended Bylaws give the board of directors the flexibility to determine whether the roles of principal executive officer and Chairman of the Board should be held by the same person or by two separate individuals. In connection with the listing of the Series A preferred stock on the NYSE, the board of directors determined that having one person serve as both principal executive officer and Chairman of the Board is in the best interest of the Company’s stockholders. We believe this structure makes the best use of the principal executive officer’s extensive knowledge of the Company and fosters real-time communication between management and the board of directors. Since 2017, Mr. Brown has served as Chairman of the Board and Principal Executive Officer of Brookfield DTLA.

The board of directors is actively involved in overseeing Brookfield DTLA’s risk management. Under our Corporate Governance Guidelines, the board of directors is responsible for assessing the major risks facing the Company and its business and approving and monitoring appropriate systems to manage those risks. Under its charter, the Audit Committee is responsible for reviewing and approving the Company’s policies with respect to risk assessment and management, particularly financial risk exposure, and discussing with management the steps taken to monitor and control risks.

~~Section 16(a) Beneficial Ownership Reporting Compliance~~

Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) requires that Brookfield DTLA’s executive officers and directors, and beneficial owners of more than 10% of a registered class of its equity securities, file reports of ownership and changes in ownership of such securities with the U.S. Securities and Exchange Commission (the “SEC”). Such officers, directors and greater than 10% stockholders are also required to furnish us with copies of all Section 16(a) forms they file.

Based on our review of the copies of all Section 16(a) forms received by us and other information, we believe that with regard to the fiscal year ended December 31, 2018, all of our executive officers, directors and greater than 10% stockholders complied with all applicable filing requirements, except as follows: Phillip Goldstein was late in filing a Form 5 with respect to the disposition of directly‑held shares of Series A preferred stock. The required form was filed on March 29, 2019.

Changes to Nominating Procedures for Use by Security Holders

There were no material changes to the procedures by which stockholders may recommend nominees to the board of directors during the ~~fiscal~~ year ended December 31, ~~2018.~~2021.

Board Governance Documents

The board of directors maintains a charter for its Audit Committee, has adopted written policies regarding the Approval of Audit and Non-Audit Services Provided by the External Auditor and has adopted Corporate Governance Guidelines. The board of directors has also adopted the Code of Business Conduct and Ethics and Personal Trading Policy of BAM, each applicable to the directors, officers and employees of BAM and its subsidiaries. ~~Brookfield DTLA~~The Company is an indirect subsidiary of BAM. ~~These documents~~

The Audit Committee Charter, Corporate Governance Guidelines and Code of Business Conduct and Ethics are available free of charge on the Company’s website at http://www.dtlaofficefund.com under the heading “Reports & Filings–Governance Documents” and are also available in print to any person who sends a written request to that effect to the attention of Michelle L. Campbell, Senior Vice President, Secretary, and Director, Brookfield DTLA Fund Office Trust Investor Inc., 250 Vesey Street, 15th Floor, New York, NY 10281.

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We intend to disclose on the Company’s website, http://www.dtlaofficefund.com, under “Reports & Filings—Governance Documents” any amendment to, or waiver of, any provisions of BAM’s Code of Business Conduct and Ethics applicable to the directors and/or officers of the Company that would otherwise be required to be disclosed under the rules of the SEC or the NYSE.

Audit Committee

The Audit Committee was established in accordance with Section 3(a)(58)(A) of the Securities Exchange ~~Act.~~Act of 1934, as amended (the “Exchange Act”). Mr. Stelzl is currently Chairman of the Audit Committee and Mr. Dakos is a member of the Audit Committee. Each of Messrs. Stelzl and Dakos is an independent director. Mr. Stelzl has served on the Audit Committee since his election to the board of directors in 2014, and was also appointed as Chair of the Audit Committee in 2014. Mr. Dakos has served on the Audit Committee since March 2018. ~~Messrs. Dakos and Stelzl are independent board members. Based on his experience and expertise,~~The composition of Audit Committee meets NYSE requirements for a special entity. As a special entity under the ~~board~~NYSE Rules, the Board is not required to determine whether any members of ~~directors has determined that Mr. Stelzl is~~the Audit Committee qualify as an “audit committee financial expert” as defined by the SEC. The independent members of ~~Brookfield DTLA’s~~the Audit Committee also satisfy the enhanced independence standards applicable to audit committees set forth in Rule 10A‑3(b)(i) under the Exchange Act.

Certifications

The Sarbanes-Oxley Act Section 302 certifications of our principal executive officer and principal financial officer are ~~filed with~~filed as Exhibit 31.1 and Exhibit 31.2, respectively, to this Annual Report on Form 10-K ~~as Exhibits 31.1 and 31.2, respectively.~~in Part IV, Item 15. “Exhibits, Financial Statement Schedules.”

~~Table of Contents~~

Item 11.Executive Compensation.

Compensation Discussion and Analysis

Brookfield DTLA does not directly employ any of the persons responsible for managing its business. The Manager, through DTLA Holdings, manages our operations and activities, and it, together with the board of directors and officers, makes decisions on our behalf. Our executive officers are employed by the Manager and we do not directly or indirectly pay any compensation to them. The compensation of the executive officers is set by the Manager and we have no control over the determination of their compensation. Our executive officers participate in employee benefit plans and arrangements sponsored by the Manager. We have not established any employee benefit plans or entered into ~~any~~ employment agreements with any of our executive officers. In determining the total compensation paid to our executive officers, the Manager considers, among other things, its business, results of operations and financial condition taken as a whole.

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Compensation of Directors

Each non-independent member of the board of directors, except for Mr. Parker, does not receive any additional compensation from the Company for his or her services as a director. The following table summarizes the compensation earned by ~~each of~~ our independent directors, Messrs. Dakos, Goldstein and Stelzl, and non-independent director, Mr. Parker, during the fiscal year ended December 31, ~~2018:~~2021:

Name (1)
Fees Earned or
Paid in Cash ($) (2)
Total ($)
(a) (b) (g)
Andrew Dakos 65,000
65,000
Phillip Goldstein 55,000
55,000
Robert L. Stelzl 65,000
65,000


Name	Fees Earned or Paid in Cash ($)		Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		All Other Compensation ($)		Total ($)
(a)	(b)		(c)		(d)		(e)		(f)		(g)
Andrew Dakos (1)	$	70,000	$	—	$	—	$	—	$	—	$	70,000
Phillip Goldstein (1)	$	60,000	$	—	$	—	$	—	$	—	$	60,000
Robert L. Stelzl (1)	$	70,000	$	—	$	—	$	—	$	—	$	70,000
Ian Parker (1)	$	60,000	$	—	$	—	$	—	$	—	$	60,000

__________


~~(1)~~	~~Each non-independent member of the board of directors does not receive any additional compensation from the Company for his or her services as a director.~~


~~(2)~~	~~Amounts shown in Column (b) are those earned during the fiscal year ended December 31, 2018 for annual retainer fees and, in the case of Messrs. Dakos and Stelzl, Audit Committee fees.~~

(1) Consists of an annual retainer fee of $60,000 and, in case of Messrs. Dakos and Stelzl, an additional $10,000 annual Audit Committee fee.

Compensation Risk Assessment

Brookfield DTLA believes that the compensation policies and practices of the Company, and of the Manager with respect to the executive officers of the Company, appropriately balance risk in connection with the achievement of annual and long-term goals and that they do not encourage unnecessary or excessive risk taking. Brookfield DTLA believes that the compensation policies and practices of the Company, and of the Manager with respect to the executive officers of the Company, are not reasonably likely to have a material adverse effect on its financial position or results of operations.

106

Table of Contents

COMPENSATION COMMITTEE REPORT

The board of directors of Brookfield DTLA Fund Office Trust Investor Inc. has reviewed and discussed the ~~2018~~ Compensation Discussion and Analysis required by Item 402(b) ~~of Regulation S-K~~(§229.402(b)) with ~~the Company’s management. Based~~management; and based on ~~this~~the review and ~~their~~ discussions referred to in paragraph (e)(5)(i)(A) of this Item, the board of directors ~~has determined~~recommended that the ~~2018~~ Compensation Discussion and Analysis be included in ~~this~~the registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, ~~2018 to be filed with the SEC.~~2021.

The Board of Directors

G. Mark Brown, Chairman

Michelle L. Campbell

Andrew Dakos

Murray Goldfarb

Phillip Goldstein

Ian Parker

Robert L. Stelzl

The information required by paragraph (e)(5) of this Item shall not be deemed to be “soliciting material,” or to be “filed” with the Commission or subject to Regulation 14A or 14C (17 CFR 240.14a-1 through 240.14b-2 or 240.14c-1 through 240.14c-101), other than as provided in this Item, or to the liabilities of section 18 of the Exchange Act (15 U.S.C. 78r), except to the extent that the registrant specifically requests that the information be treated as soliciting material or specifically incorporates it by reference into a document filed under the Securities Act or the Exchange Act.

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Table of Contents

Item 12.

Security Ownership of Certain Beneficial Owners and Management

and Related Stockholder Matters.

Principal Stockholders

Common Stock

As of March ~~29, 2019,~~18, 2022, DTLA Holdings owns 100% of the issued and outstanding shares of ~~the~~ Brookfield DTLA’s common stock.

~~Series A Preferred Stock~~

Based on our review of all forms filed with the SEC by holders of the Series A preferred stock with respect to ownership of shares of the Series A preferred stock and other information, as of March 29, 2019, there is no person known to us to beneficially own more than 5% of Brookfield DTLA’s Series A preferred stock. Please note that under U.S. securities laws, the Series A preferred stock is generally not considered voting stock and, therefore, persons beneficially owning more than 5% of our Series A preferred stock have no obligation to notify us or the SEC of their beneficial ownership of such Series A preferred stock. Consequently, there may be other holders of more than 5% of the Series A preferred stock that are not known to us.

Security Ownership of our Directors and Executive Officers

Common Stock

As of March ~~29, 2019,~~18, 2022, none of Brookfield DTLA’s current directors or current executive officers owns any shares of the Company’s common stock.

~~Table of Contents~~

Series A Preferred Stock

~~The following table sets forth~~As of March 18, 2022, none of Brookfield DTLA’s current directors or current executive officers owns any shares of the ~~beneficial ownership of our~~Company’s Series A preferred stock by each of (1) our current directors, (2) our current Chairman of the Board (principal executive officer) and Chief Financial Officer (principal financial officer) (together, our “current executive officers”), and (3) our current directors and executive officers listed in Item 10. “Directors, Executive Officers and Corporate Governance” as a group, in each case as of March 29, 2019. In preparing this information, the Company relied solely upon information provided by its current directors and current executive officers.stock.

Name of Beneficial Owner (1)
Amount and
Nature of
Beneficial
Ownership (2)

Percent of
Class (2)
(a) (b) (c)
G. Mark Brown —
*
Michelle L. Campbell —
*
Andrew Dakos (3) 208,069
2.14 %
Murray Goldfarb —
*
Phillip Goldstein (4) 208,069
2.14 %
Ian Parker —
*
Bryan D. Smith —
*
Robert L. Stelzl —
*
Directors and Executive Officers as a group 208,069
2.14 %

~~__________~~


*	~~Less than 1%.~~


~~(1)~~	~~The address for each listed beneficial owner is c/o Brookfield DTLA Fund Office Trust Investor Inc., 250 Vesey Street, 15th Floor, New York, New York, 10281.~~

~~(2)~~

Under Rule 13d-3 of the Exchange Act, certain shares may be deemed to be beneficially owned by more than one person (if, for example, a person shares the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of Series A preferred stock actually outstanding as of March 29, 2019.


~~(3)~~	~~All shares reported by Mr. Dakos are held by clients of Bulldog Investors. Mr. Dakos disclaims any beneficial interest in such shares.~~


~~(4)~~	~~All shares reported by Mr. Goldstein are held by clients of Bulldog Investors. Mr. Goldstein disclaims any beneficial interest in such shares.~~

~~Table of Contents~~


~~Item 13.~~	~~Certain Relationships and Related Transactions, and Director Independence.~~

Item 13.Certain Relationships and Related Transactions, and Director Independence.

Policies and Procedures for Related Party Transactions

Under Brookfield DTLA’s Corporate Governance Guidelines, each director is required to inform the board of directors of any potential or actual conflicts, or what might appear to be a conflict of interest he or she may have with the Company. If a director has a personal interest in a matter before the board of directors or a committee, he or she must not participate in any vote on the matter except where the board of directors or the committee has expressly determined that it is appropriate for him or her to do so. Under BAM’s Code of Business Conduct and Ethics, officer and employee conflicts of interest are generally prohibited as a matter of Company policy.

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Management Agreements

Certain subsidiaries of Brookfield DTLA have entered into arrangements with the Manager, pursuant to which the Manager provides property management and various other services. ~~Property management~~The following table presents the basis of fees under the management agreements entered into in connection with these arrangements are calculated based on 2.75% of rents collected (as defined in the management agreements). In addition, the Company pays the Manager an asset management fee, which is calculated based on 0.75% of the capital contributed by DTLA Holdings. Leasing management fees paidincurred to the Manager ~~range from 1.00% to 4.00% of expected rents, depending on~~and Brookfield affiliates during the ~~terms of the lease~~years ended December 31, 2021, 2020 and ~~whether a third-party broker was paid a commission for the transaction. Construction management fees are paid to the Manager based on 3.00% of hard and soft construction costs.~~2019:

Fee Type

Affiliate

Fee Description

Property management

The Manager

2.75% of rents collected (as defined in the management agreements)

Asset management

BPY and BAM

0.75% of DTLA Holdings’ invested equity in Brookfield DTLA’s properties

Leasing

The Manager and Brookfield affiliates

1.00% to 4.00% of expected rents, depending on the terms of the lease and whether a third-party broker was paid a commission for the transaction

Construction management

The Manager

3.00% of hard and soft construction costs

Development management

Other

3.00% of hard and soft construction costs

Entitlement

Other

20.00% of the entitlement costs incurred by BOA Plaza, if the entitlement budget is less than $3,000,000

A summary of fees and costs incurred by the applicable ~~subsidiaries of~~ Brookfield DTLA subsidiaries under these arrangements is as ~~follows (in thousands):~~follows:


	For the Year Ended December 31,
	2021		2020		2019

Property management	$	8,037	$	8,035	$	8,479
Asset management	$	6,166	$	6,040	$	6,161
Leasing	$	1,607	$	2,105	$	1,788
Construction management	$	400	$	3,239	$	3,263
Development management (1)	$	1,881	$	1,007	$	991
Entitlement	$	639	$	—	$	—
General, administrative and reimbursable expenses	$	2,807	$	2,492	$	2,865

For the Year Ended December 31,
2018 2017 2016

Property management fee expense $ 8,111
$ 8,136
$ 7,964
Asset management fee expense 6,330
6,330
6,330
Leasing and construction management fee expenses 3,209
5,198
3,049
General, administrative and reimbursable expenses 3,007
2,613
2,466
__________

(1)Amounts presented are calculated by applying the Company’s ownership interest percentage in the unconsolidated real estate joint venture as of year end to the costs incurred during the year.

Insurance Agreements

Properties held by certain Brookfield DTLA subsidiaries and affiliates are covered under insurance policies entered into by the Manager that provide, among other things, all risk property and business interruption coverage for BPY’s commercial portfolio with an aggregate limit of $2.5 billion per occurrence as well as an aggregate limit of $437.5 million of earthquake insurance, and $372.5 million of flood and weather catastrophe insurance. In addition, Brookfield DTLA’s properties are covered by a group terrorism insurance policy secured by the Manager that provides a maximum of $4.0 billion per occurrence for all of BPY’s U.S. properties. Brookfield DTLA is in compliance with the contractual obligations regarding terrorism insurance contained in such policies.Manager. Insurance premiums for Brookfield DTLA’s properties are paid by the ~~Manager and~~Manager. Brookfield DTLA reimburses the Manager for the ~~actual cost~~amount of fees and expenses related to such ~~premiums.~~policies that have been allocated to the Company’s properties as determined by the Manager in its reasonable discretion taking into consideration certain facts and circumstances, including the value of the Company’s properties.

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Table of Contents

A summary of costs incurred by the applicable Brookfield DTLA subsidiaries and affiliates under this arrangement, which are included in rental property operating and maintenance expense in the consolidated statements of operations, is as ~~follows (in thousands):~~follows:


	For the Year Ended December 31,
	2021		2020		2019

Insurance expense (1)	$	12,473	$	11,836	$	9,286

(1)An affiliate of BAM secures insurance policies for the Company through third-party brokers and insurance companies and charges the Company a fee for the services it provides. Fees charged vary but will not exceed 2.50% of the total net insurance premiums of the Company and its covered properties. Effective November 1, 2021, this affiliate of BAM ceased charging such fee. Fees incurred for these services totaled $244 thousand, $282 thousand and $237 thousand during the years ended December 31, 2021, 2020 and 2019, respectively. Additionally, the Company’s terrorism insurance coverage is purchased through a captive facility that is an affiliate of BPY. Insurance premiums incurred totaled $129 thousand, $149 thousand and $173 thousand during the years ended December 31, 2021, 2020 and 2019, respectively.

For the Year Ended December 31,
2018 2017 2016

Insurance expense $ 8,026
$ 7,795
$ 7,948

Other Related Party Transactions with BAM Affiliates

Brookfield DTLA leases office space to a tenant in which an affiliate of BAM is an investor. Additionally, the Company purchases chilled water for air conditioning at one of its properties from an affiliate of BAM. A summary of the impact of other related party transactions with BAM affiliates on the Company’s consolidated ~~statement~~statements of operations is as ~~follows (in thousands):~~follows:


	For the Year Ended December 31,
	2021		2020		2019

Lease income (1)	$	13,343	$	11,443	$	5,916
Parking revenue (1)	$	1,001	$	1,317	$	—
Interest and other revenue	$	—	$	51	$	208
Rental property operating and maintenance expense (2)	$	318	$	577	$	676
Other expenses	$	—	$	90	$	142
Interest expense (3)(4)	$	2,201	$	1,982	$	613

__________

(1)In September 2019, BAM acquired a significant interest in Oaktree Capital Group, LLC (“Oaktree”), an existing tenant at Wells Fargo Center–North Tower. Lease income and parking revenue from Oaktree and its subsidiaries have been reported as related party transactions since the date of acquisition by BAM.

(2)Amounts presented are for purchases of chilled water for air conditioning at one of the Company’s properties supplied by an affiliate of BAM. In July 2021, such supplier was acquired by third parties.

(3)A subsidiary of Oaktree is the lender of the $35.0 million mezzanine loan secured by Wells Fargo Center–North Tower. Interest payable to the lender totaled $84 thousand as of December 31, 2021 and is reported as part of accounts payable and other liabilities in the consolidated balance sheets. See Note 6—“Secured Debt, Net.” Interest expense on this loan has been reported as a related party transaction since the date of acquisition by BAM.

(4)In February 2021, BAM purchased $18.2 million of commercial mortgage-backed securities (“CMBS”) secured by the Gas Company Tower loans in the open market. The CMBS are payable in monthly installments over a two -year period at a fixed interest rate of 2.50%. The transaction was conducted on an arm’s length basis at fair market value. During the year ended December 31, 2021, the Company incurred interest expense of $391 thousand on this CMBS to BAM. In September 2021, this CMBS was sold to Brookfield Asset Management Reinsurance Partners Ltd., an affiliate of BAM.

The Manager or its affiliates may incur certain out-of-pocket expenses on behalf of the Company and pass through such expenses at cost to the Company.

110

For the Year Ended December 31,
2018 2017 2016

Rental income and tenant reimbursements revenue $ 1,928
$ —
$ —
Rental property and maintenance expense 862

579

—

Table of Contents

Director Independence

Because the Series A preferred stock is the only publicly listed security of the Company, Brookfield DTLA is a special entity as defined by the NYSE rules on corporate governance (the ~~“NYSE Rules”~~“NYSE Rules”) and has chosen to rely on the NYSE Rules’ “special entity exemption” with respect to certain independence requirements. Of the Company’s seven directors, three are currently independent of management, DTLA Holdings and the Manager. The board of directors has adopted independence standards as part of ~~its~~the Company’s Corporate Governance Guidelines, which are also available in print to any person who sends a written request to that effect to the attention of our Secretary, as provided for above under the heading “—Board Governance Documents.” in Part III, Item 10. Directors, Executive Officers and Corporate Governance.

The independence standards contained in our Corporate Governance Guidelines incorporate the categories of relationships between a director and a listed company that would make a director ineligible to be independent according to the standards issued by the NYSE.

In accordance with NYSE Rules and our Corporate Governance Guidelines, on March ~~28, 2019~~,22, 2022, the board of directors affirmatively determined that each of the following directors is and was independent within the meaning of both ~~our~~the Company’s and the NYSE’s director independence standards, as then in effect:

Robert L. Stelzl

Andrew Dakos

Phillip Goldstein

~~Robert L. Stelzl~~

~~Table of Contents~~

Item 14.Principal Accounting Fees and Services.

The following table summarizes the aggregate fees billed to Brookfield DTLA for professional services rendered by its independent registered public accounting firm, Deloitte & Touche LLP (“~~Deloitte”~~Deloitte”) (PCAOB ID No. 34):


Fees (1)	For the Year Ended December 31,
	2021		2020

Audit fees (2)	$	799,000	$	771,000
Audit-related fees	—		—
Tax fees	—		—
All other fees	—		—
	$	799,000	$	771,000

__________

(1)All services rendered for these fees were pre-approved in accordance with the Audit Committee’s policy regarding the approval of audit and non-audit services provided by the external auditor.

(2)Audit fees consist of fees for professional services provided in connection with the audits of the Company’s annual consolidated financial statements, audits of the Company’s subsidiaries required for statute or otherwise, and the performance of interim reviews of the Company’s quarterly unaudited consolidated financial statements.

Fees (1) For the Year Ended December 31,
2018 2017

Audit fees (2) $ 754,100
$ 731,000
Audit-related fees —
—
Tax fees —
—
All other fees —
—
$ 754,100
$ 731,000

111

~~__________~~


~~(1)~~	~~All services rendered for these fees were pre-approved in accordance with the Audit Committee’s policy regarding the approval of audit and non-audit services provided by the external auditor.~~


~~(2)~~	Audit fees consist of fees for professional services provided in connection with the audits of the Company’s annual consolidated financial statements, audits of the Company’s subsidiaries required for statute or otherwise and the performance of interim reviews of the Company’s quarterly unaudited condensed consolidated financial statements.

Table of Contents

Pre-approval Policies and Procedures of the Audit Committee

~~Consistent with SEC rules regarding auditor independence,~~ Brookfield DTLA has adopted written policies, which require the Audit Committee or the Chair of the Audit Committee to pre‑approve ~~both~~all audit and non‑audit services to be performed for the Company by ~~Deloitte.~~Deloitte in accordance with applicable law. Any decisions of the Chair of the Audit Committee to pre‑approve a permitted service (as defined in the policy) shall be reported to the Audit Committee at each of its regularly ~~schedule~~scheduled meetings. The Audit Committee does not delegate to management its responsibilities to pre-approve services performed by Deloitte. The pre‑approval of audit and non-audit services may be given at any time up to a year before commencement of the specified service.

112

Table of Contents

PART IV

Item 15.Exhibits, Financial Statement Schedules.

(a)

The following documents are filed as part of this Annual Report on Form 10-K:

Financial Statements

See Part II, Item 8. “Financial Statements and Supplementary Data.”

Financial Statement Schedules for the Years Ended December 31, ~~2018, 2017~~2021, 2020 and ~~2016~~2019

All financial statement schedules are omitted because they are not applicable, or the

required information is included in the consolidated financial statements or

notes thereto. See Part II, Item 88. “Financial Statements and Supplementary Data.”

Exhibits (listed by number corresponding to Item 601 of Regulation S-K)


		Incorporated by Reference
Exhibit No.	Exhibit Description	Form	File No.	Exhibit No.	Filing Date

3.1	Articles of Incorporation of Brookfield DTLA Fund Office Trust Investor Inc.	S-4	333-189273	3.1	June 12, 2013

3.2	Second Amended and Restated Bylaws of Brookfield DTLA Fund Office Trust Investor Inc.	8-K	001-36135	3.2	August 14, 2014

3.3	Articles of Incorporation of Brookfield DTLA Fund Office Trust Inc.	S-4	333-189273	3.3	June 12, 2013

3.4	Bylaws of Brookfield DTLA Fund Office Trust Inc.	S-4	333-189273	3.4	June 12, 2013

3.5	Articles of Amendment of Brookfield DTLA Fund Office Trust Inc.	S-4/A	333-189273	3.5	October 9, 2013

4.1	Articles Supplementary of Brookfield DTLA Fund Office Trust Investor Inc. 7.625% Series A Cumulative Redeemable Preferred Stock	S-4/A	333-189273	4.1	August 27, 2013

113

Incorporated by Reference
Exhibit No. Exhibit Description Form File No. Exhibit No. Filing Date

3.1

Articles of Incorporation
of Brookfield DTLA Fund
Office Trust Investor Inc.
S-4 333-189273 3.1 June 12, 2013

3.2

Second Amended and
Restated Bylaws of
Brookfield DTLA Fund
Office Trust Investor Inc.
8-K 001-36135 3.2 August 14, 2014

3.3

Articles of Incorporation
of Brookfield DTLA
Fund Office Trust Inc.
S-4 333-189273 3.3 June 12, 2013

3.4

Bylaws of Brookfield
DTLA Fund Office
Trust Inc.
S-4 333-189273 3.4 June 12, 2013

3.5

Articles of Amendment of
Brookfield DTLA Fund
Office Trust Inc.
S-4/A 333-189273 3.5 October 9, 2013

4.1

Articles Supplementary of
Brookfield DTLA Fund
Office Trust Investor Inc.
7.625% Series A
Cumulative Redeemable
Preferred Stock
S-4/A 333-189273 4.1 August 27, 2013

Table of Contents


		Incorporated by Reference
Exhibit No.	Exhibit Description	Form	File No.	Exhibit No.	Filing Date

4.2	Articles Supplementary of Brookfield DTLA Fund Office Trust Investor Inc. 15% Series B Cumulative Non-Voting Preferred Stock	S-4/A	333-189273	4.2	August 27, 2013

4.3	Articles Supplementary of Brookfield DTLA Fund Office Trust Inc. 7.625% Series A Cumulative Redeemable Preferred Stock	S-4/A	333-189273	4.3	August 27, 2013

4.4	Articles Supplementary of Brookfield DTLA Fund Office Trust Inc. 15% Series B Cumulative Non-Voting Preferred Stock	S-4/A	333-189273	4.4	August 27, 2013

4.5	Form of Certificate of 7.625% Series A Cumulative Redeemable Preferred Stock of Brookfield DTLA Fund Office Trust Investor Inc.	10-K	001-36135	4.1	April 8, 2014

10.1	Indemnification Agreement of Brookfield DTLA Fund Office Trust Investor Inc.	8-K	001-36135	10.1	November 4, 2013

10.2	Limited Liability Company Agreement of Brookfield DTLA Fund Properties II LLC	8-K	001-36135	10.1	April 1, 2019

10.3	First Amendment to the Limited Liability Company Agreement of Brookfield DTLA Fund Properties II LLC	10-K	001-36135	10.3	March 25, 2021

10.4	Limited Liability Company Agreement of Brookfield DTLA Fund Properties III LLC	8-K	001-36135	10.2	April 1, 2019

10.5	Loan Agreement dated as of February 6, 2018 by and between BOP FIGat7th LLC, as Borrower, and Metropolitan Life Insurance Company, as Lender	8-K	001-36135	10.3	April 1, 2019

114

Incorporated by Reference
Exhibit No. Exhibit Description Form File No. Exhibit No. Filing Date

4.2

Articles Supplementary of
Brookfield DTLA Fund
Office Trust Investor Inc.
15% Series B
Cumulative Nonvoting
Preferred Stock
S-4/A 333-189273 4.2 August 27, 2013

4.3

Articles Supplementary of
Brookfield DTLA Fund
Office Trust Inc.
7.625% Series A
Cumulative Redeemable
Preferred Stock
S-4/A 333-189273 4.3 August 27, 2013

4.4

Articles Supplementary of
Brookfield DTLA Fund
Office Trust Inc.
15% Series B
Cumulative Nonvoting
Preferred Stock
S-4/A 333-189273 4.4 August 27, 2013

4.5

Form of Certificate of
Series A Preferred Stock
of Brookfield DTLA Fund
Office Trust Investor Inc.
10-K 001-36135 4.1 April 8, 2014

10.1

Form of Indemnity
Agreement
8-K 001-36135 10.1 November 4, 2013

10.2

Limited Liability
Company Agreement of
Brookfield DTLA Fund
Properties II LLC
8-K 001-36135 10.1 April 1, 2019

10.3

Limited Liability
Company Agreement of
Brookfield DTLA Fund
Properties III LLC
8-K 001-36135 10.2 April 1, 2019

10.4

Loan Agreement dated
as of February 6, 2018
by and between
BOP FIGat7th LLC,
as Borrower, and
Metropolitan Life
Insurance Company,
as Lender
8-K 001-36135 10.3 April 1, 2019

Table of Contents

Incorporated by Reference

Exhibit No.

Exhibit Description

Form

File No.

Exhibit No.

Filing Date

10.6

Guaranty as of February 6, 2018 by Brookfield DTLA Holdings LLC (“Guarantor”) in favor of Metropolitan Life Insurance Company (“Lender”)

10-K

001-36135

10.5

April 1, 2019

10.7

Mortgage Loan Agreement dated as of September 23, 2020 among EYP Realty, LLC, as Borrower, and Morgan Stanley Bank, N.A. and Wells Fargo Bank, National Association, collectively, as Lenders

8-K

001-36135

10.1

March 25, 2021

10.8

Limited Recourse Guaranty, made as of September 23, 2020 by Brookfield DTLA Holdings LLC, as Guarantor, in favor of Morgan Stanley Bank, N.A. and Wells Fargo Bank, National Association, collectively, as Lender

8-K

001-36135

10.2

March 25, 2021

10.9

Mezzanine Loan
Agreement dated as of
September 23, 2020 among EYP Mezzanine, LLC, as Borrower,
and Morgan Stanley Mortgage Capital Holdings LLC and Wells Fargo Bank, National Association, collectively, as Lenders

8-K

001-36135

10.3

March 25, 2021

115

Incorporated by Reference
Exhibit No. Exhibit Description Form File No. Exhibit No. Filing Date

10.5*

Guaranty as of
February 6, 2018 by
Brookfield DTLA
Holdings LLC
(“Guarantor”) in favor of
Metropolitan Life
Insurance Company
(“Lender”)

10.6

Amended and Restated
Loan Agreement dated as
of March 29, 2018, by and
among EYP Realty, LLC,
as Borrower, Wells Fargo
Bank, National
Association, as
Administrative Agent,
Wells Fargo Securities,
LLC, as Sole Lead
Arranger and Sole
Bookrunner, Landesbank
Baden-Württemberg,
New York Branch, as
Documentation Agent and
the Financial Institutions
now or hereafter
signatories hereto and
their assignees pursuant to
Section 13.12, as Lenders
8-K 001-36135 10.4 April 1, 2019

10.7

Mezzanine Loan
Agreement dated as of
March 29, 2018 by and
among EYP Mezzanine
LLC, as Borrower, and
RVP Mezz Debt 1 LLC,
as Lender
8-K 001-36135 10.5 April 1, 2019

10.8*

Mezzanine Limited
Guaranty made as of
March 29, 2018 by
Brookfield DTLA
Holdings LLC
(“Guarantor”) in favor of
RVP Mezz Debt 1 LLC
(“Lender”)

Table of Contents

Incorporated by Reference

Exhibit No.

Exhibit Description

Form

File No.

Exhibit No.

Filing Date

10.10

Mezzanine Limited Recourse Guaranty, made as of September 23, 2020 by Brookfield DTLA Holdings LLC, as Guarantor, in favor of Morgan Stanley Mortgage Capital Holdings LLC and Wells Fargo Bank, National Association, collectively, as Lender

8-K

001-36135

10.4

March 25, 2021

10.11

Loan Agreement dated as of September 21, 2018 among North Tower, LLC, as Borrower, the Financial Institutions party hereto and their Assignees under Section 18.15, as Lenders, Citibank, N.A., as Administrative Agent, and Citigroup Global Markets Inc. and Natixis, New York Branch, as Joint Lead Arranger

8-K

001-36135

10.6

April 1, 2019

10.12

Completion Guaranty dated September 21, 2018 by Brookfield DTLA Holdings LLC (the “Guarantor”) in favor of Citibank, N.A. (the “Administrative Agent”) and each of the Lenders

10-K

001-36135

10.10

April 1, 2019

10.13

Limited Recourse Guaranty dated September 21, 2018 by Brookfield DTLA Holdings LLC (the “Guarantor”) in favor of Citibank, N.A. (the “Administrative Agent”) and each of the Lender

10-K

001-36135

10.11

April 1, 2019

116

Incorporated by Reference
Exhibit No. Exhibit Description Form File No. Exhibit No. Filing Date

10.9

Loan Agreement dated
as of September 21, 2018
among North Tower, LLC,
as Borrower, the Financial
Institutions party hereto
and their Assignees under
Section 18.15, as Lenders,
Citibank, N.A., as
Administrative Agent,
and Citigroup Global
Markets Inc. and Natixis,
New York Branch, as
Joint Lead Arranger
8-K 001-36135 10.6 April 1, 2019

10.10*

Completion Guaranty
dated September 21, 2018
by Brookfield DTLA
Holdings LLC (the
“Guarantor”) in favor of
Citibank, N.A. (the
“Administrative Agent”)
and each of the Lenders

10.11*

Limited Recourse
Guaranty dated
September 21, 2018 by
Brookfield DTLA
Holdings LLC (the
“Guarantor”) in favor of
Citibank, N.A. (the
“Administrative Agent”)
and each of the Lenders

10.12*

Unfunded Obligations
Guaranty dated
September 21, 2018 by
Brookfield DTLA
Holdings LLC (the
“Guarantor”) in favor of
Citibank, N.A. (the
“Administrative Agent”)
and each of the Lenders

10.13

Mezzanine A Loan
Agreement dated as of
September 21, 2018
between North Tower
Mezzanine, LLC, as
Borrower, and Mirae
Asset Daewoo Co., Ltd.,
as Lender
8-K 001-36135 10.7 April 1, 2019

Table of Contents

Incorporated by Reference

Exhibit No.

Exhibit Description

Form

File No.

Exhibit No.

Filing Date

10.14

Unfunded Obligations Guaranty dated September 21, 2018 by Brookfield DTLA Holdings LLC (the “Guarantor”) in favor of Citibank, N.A. (the “Administrative Agent”) and each of the Lenders

10-K

001-36135

10.12

April 1, 2019

10.15

Mezzanine A Loan Agreement dated as of September 21, 2018 between North Tower Mezzanine, LLC, as Borrower, and Mirae Asset Daewoo Co., Ltd., as Lender

8-K

001-36135

10.7

April 1, 2019

10.16

Mezzanine B Loan Agreement dated as of September 21, 2018 between North Tower Mezzanine II, LLC, as Borrower, and Citi Global Markets Realty Corp., as Lender

8-K

001-36135

10.8

April 1, 2019

10.17

Loan Agreement dated as of July 11, 2016 between Maguire Properties – 555 W. Fifth, LLC and Maguire Properties – 350 S. Figueroa, LLC, collectively, as Borrower, and Deutsche Bank AG, New York Branch and Barclays Bank PLC, collectively, as Lender

10-K

001-36135

10.7

March 20, 2017

117

Incorporated by Reference
Exhibit No. Exhibit Description Form File No. Exhibit No. Filing Date

10.14

Mezzanine B Loan
Agreement dated as of
September 21, 2018
between North Tower
Mezzanine II, LLC,
as Borrower, and
Citi Global Markets
Realty Corp., as Lender
8-K 001-36135 10.8 April 1, 2019

10.15

Loan Agreement dated
as of July 11, 2016
between
Maguire Properties –
555 W. Fifth, LLC and
Maguire Properties –
350 S. Figueroa, LLC,
collectively, as Borrower,
and Deutsche Bank AG,
New York Branch and
Barclays Bank PLC,
collectively, as Lender
10-K 001-36135 10.7 March 20, 2017

10.16

Mezzanine Loan
Agreement dated as of
July 11, 2016 between
Maguire Properties –
555 W. Fifth Mezz
I, LLC, as Borrower,
and Deutsche Bank AG,
New York Branch and
Barclays Bank PLC,
collectively, as Lender
10-K 001-36135 10.8 March 20, 2017

10.17

Guaranty of Recourse
Obligations executed
as of July 11, 2016 by
Brookfield DTLA
Holdings LLC, as
Guarantor, for the benefit
of Deutsche Bank AG,
New York Branch and of
Barclays Bank PLC,
collectively as Lender
10-K 001-36135 10.9 March 20, 2017

Table of Contents


		Incorporated by Reference
Exhibit No.	Exhibit Description	Form	File No.	Exhibit No.	Filing Date

10.18	Mezzanine Loan Agreement dated as of July 11, 2016 between Maguire Properties – 555 W. Fifth Mezz I, LLC, as Borrower, and Deutsche Bank AG, New York Branch and Barclays Bank PLC, collectively, as Lender	10-K	001-36135	10.8	March 20, 2017

10.19	Guaranty of Recourse Obligations executed as of July 11, 2016 by Brookfield DTLA Holdings LLC, as Guarantor, for the benefit of Deutsche Bank AG, New York Branch and of Barclays Bank PLC, collectively as Lender	10-K	001-36135	10.9	March 20, 2017

10.20	Mezzanine Guaranty of Recourse Obligations executed as of July 11, 2016 by Brookfield DTLA Holdings LLC, as Guarantor, for the benefit of Deutsche Bank AG, New York Branch and of Barclays Bank PLC, collectively as Lender	10-K	001-36135	10.10	March 20, 2017

10.21	Mortgage Loan Agreement dated as of February 5, 2021 among Maguire Properties – 555 W. Fifth, LLC and Maguire Properties – 350 S. Figueroa, LLC, collectively, as Borrowers, and Citi Real Estate Funding Inc. and Morgan Stanley Bank, N.A., collectively, as Lenders	8-K	001-36135	10.5	March 25, 2021

10.22	Limited Recourse Guaranty, made as of February 5, 2021, by Brookfield DTLA Holdings LLC, as Guarantor, in favor of Citi Real Estate Funding Inc. and Morgan Stanley Bank, N.A., collectively, as Lender	8-K	001-36135	10.6	March 25, 2021

118

Incorporated by Reference
Exhibit No. Exhibit Description Form File No. Exhibit No. Filing Date

10.18

Mezzanine Guaranty of
Recourse Obligations
executed as of
July 11, 2016 by
Brookfield DTLA
Holdings LLC, as
Guarantor, for the benefit
of Deutsche Bank AG,
New York Branch and of
Barclays Bank PLC,
collectively as Lender
10-K 001-36135 10.10 March 20, 2017

10.19

Deed of Trust, Security
Agreement and Fixture
Filing by Maguire
Properties – 777 Tower,
LLC, as Trustor to
Fidelity National Title
Insurance Company, as
Trustee for the benefit of
Metropolitan Life
Insurance Company,
as Beneficiary, dated
October 15, 2013
8-K 001-36135 10.2 April 7, 2014

10.20

Promissory Note, dated as
of October 15, 2013,
between Maguire
Properties – 777 Tower,
LLC and Metropolitan
Life Insurance Company
8-K 001-36135 10.3 April 7, 2014

10.21

Amended and Restated
Promissory Note dated
September 1, 2016 by
Maguire Properties –
777 Tower, LLC and
Metropolitan Life
Insurance Company
10-K 001-36135 10.13 March 20, 2017

10.22*

Loan extension letter
dated October 25, 2018
among Metropolitan
Life Insurance Company
(“Lender”), Maguire
Properties – 777 Tower,
LLC (“Borrower”) and
Brookfield DTLA
Holdings LLC
(“Guarantor”)

Table of Contents


		Incorporated by Reference
Exhibit No.	Exhibit Description	Form	File No.	Exhibit No.	Filing Date

10.23	Mezzanine A Loan Agreement dated as of February 5, 2021 among Maguire Properties – 555 W. Fifth Mezz I, LLC, as Borrower, and Citigroup Global Markets Realty Corp. and Morgan Stanley Mortgage Capital Holdings LLC, collectively, as Lenders	8-K	001-36135	10.7	March 25, 2021

10.24	Mezzanine A Limited Recourse Guaranty, made as of February 5, 2021, by Brookfield DTLA Holdings LLC, as Guarantor, in favor of Citigroup Global Markets Realty Corp. and Morgan Stanley Mortgage Capital Holdings LLC, collectively, as Lender	8-K	001-36135	10.8	March 25, 2021

10.25	Mezzanine B Loan Agreement dated as of February 5, 2021 among Maguire Properties – 555 W. Fifth Mezz II, LLC, as Borrower, and SBAF Mortgage Fund I/Lender, LLC, as Lender	8-K	001-36135	10.9	March 25, 2021

10.26	Mezzanine B Limited Recourse Guaranty, made as of February 5, 2021, by Brookfield DTLA Holdings LLC, as Guarantor, in favor of SBAF Mortgage Fund I/Lender, LLC, as Lender	8-K	001-36135	10.10	March 25, 2021

10.27	Loan Agreement, dated as of October 31, 2019, by and among Maguire Properties – 777 Tower LLC, as Borrower, each of the financial institutions initially a signatory hereto together with their assignees, as Lenders, Wells Fargo Bank, National Association, as Administrative Agent, and Wells Fargo Securities LLC, as Sole Lead Arranger and Sole Bookrunner	8-K	001-36135	10.1	March 26, 2020

119

Incorporated by Reference
Exhibit No. Exhibit Description Form File No. Exhibit No. Filing Date

10.23

Loan Agreement dated as
of November 5, 2018 by
and among Maguire
Properties–355 S. Grand,
LLC, as Borrower,
Landesbank Hessen-
Thürigen Girozentrale,
New York Branch, as
Administrative Agent,
Barclays Bank PLC, as
Syndication Agent,
Landesbank Hessen-
Thürigen Girozentrale,
Barclays Bank PLC and
Natixis, New York
Branch, as Joint Lead
Arrangers. Landesbank
Hessen-Thürigen
Girozentrale as Hedge
Coordinator, and the
Financial Institutions now
or hereafter signatories
hereto and their assignees,
as Lenders
8-K 001-36135 10.9 April 1, 2019

10.24

Limited Guaranty made
as of November 5, 2018
by Brookfield DTLA
Holdings LLC
(“Guarantor”) in favor of
Landesbank Hessen-
Thüringen Girozentrale,
New York Branch, as
Administrative Agent on
behalf of the Lenders
(together with its
successors and assigns,
“Administrative Agent”)
and each of the Lenders
party to the Loan
Agreement
8-K 001-36135 10.10 April 1, 2019

Table of Contents

Incorporated by Reference

Exhibit No.

Exhibit Description

Form

File No.

Exhibit No.

Filing Date

10.28

Limited Guaranty, made as of October 31, 2019, by Brookfield DTLA Holdings LLC, as Guarantor, in favor of Wells Fargo Bank, National Association, as Administrative Agent on behalf of the Lenders and each of the Lenders party to the Loan Agreement

8-K

001-36135

10.2

March 26, 2020

10.29

Mezzanine Loan Agreement, dated as of October 31, 2019, by and among, 777 Tower Mezzanine, LLC, as Borrower, and Mesa West Core Lending Fund, LLC, as Lender

8-K

001-36135

10.3

March 26, 2020

10.30

Mezzanine Limited Guaranty, made as of October 31, 2019, by Brookfield DTLA Holdings LLC, as Guarantor, in favor of Mesa West Core Lending Fund, LLC, as Lender

8-K

001-36135

10.4

March 26, 2020

10.31

Loan Agreement dated as of November 5, 2018 by and among Maguire Properties–355 S. Grand, LLC, as Borrower, Landesbank Hessen-Thüringen Girozentrale, as Administrative Agent, Barclays Bank PLC, as Syndication Agent, Landesbank Hessen-Thüringen Girozentrale, Barclays Bank PLC and Natixis, New York Branch, as Joint Lead Arrangers. Landesbank Hessen-Thüringen Girozentrale as Hedge Coordinator, and the Financial Institutions now or hereafter signatories hereto and their assignees, as Lenders

8-K

001-36135

10.9

April 1, 2019

120

Incorporated by Reference
Exhibit No. Exhibit Description Form File No. Exhibit No. Filing Date

10.25

Loan Agreement, dated as
of August 7, 2014, among
333 South Hope Co. LLC
and 333 South Hope Plant
LLC, collectively,
as Borrower,
Wells Fargo Bank,
National Association,
as Lender, and
Citigroup Global Markets
Realty Corp., as Lender
10-K 001-36135 10.24 March 31, 2015

10.26

Deed of Trust, Assignment
of Leases and Rents,
Security Agreement and
Fixture Filing, dated as of
August 7, 2014, by
333 South Hope Co.
LLC and
333 South Hope Plant
LLC, collectively, as
grantor, to Fidelity
National Title Company,
as trustee, for the benefit
of Wells Fargo Bank,
National Association and
Citigroup Global Markets
Realty Corp., collectively,
as beneficiary
10-K 001-36135 10.25 March 31, 2015

10.27

Guaranty of Recourse
Obligations dated as of
August 7, 2014
10-K 001-36135 10.26 March 31, 2015

10.28

Reserve Guaranty
dated as of August 7, 2014
10-K 001-36135 10.27 March 31, 2015

10.29

Side Letter regarding
Reserve Guaranty
dated as of August 7, 2014
10-K 001-36135 10.28 March 31, 2015

21.1*
List of Subsidiaries of the
Registrant as of
December 31, 2018

31.1*

Certification of Principal
Executive Officer dated
April 1, 2019 pursuant
to Section 302 of the
Sarbanes-Oxley Act
of 2002

Table of Contents

Incorporated by Reference

Exhibit No.

Exhibit Description

Form

File No.

Exhibit No.

Filing Date

10.32

Limited Guaranty made as of November 5, 2018 by Brookfield DTLA Holdings LLC (“Guarantor”) in favor of Landesbank Hessen-Thüringen Girozentrale, New York Branch, as Administrative Agent on behalf of the Lenders (together with its successors and assigns, “Administrative Agent”) and each of the Lenders party to the Loan Agreement

8-K

001-36135

10.10

April 1, 2019

10.33

Loan Agreement, dated as of August 7, 2014, among 333 South Hope Co. LLC and 333 South Hope Plant LLC, collectively, as Borrower, Wells Fargo Bank, National Association, as Lender, and Citigroup Global Markets Realty Corp., as Lender

10-K

001-36135

10.24

March 31, 2015

10.34

Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated as of August 7, 2014, by 333 South Hope Co. LLC and 333 South Hope Plant LLC, collectively, as grantor, to Fidelity National Title Company, as trustee, for the benefit of Wells Fargo Bank, National Association and Citigroup Global Markets Realty Corp., collectively, as beneficiary

10-K

001-36135

10.25

March 31, 2015

10.35

Guaranty of Recourse Obligations dated as of August 7, 2014

10-K

001-36135

10.26

March 31, 2015

121

Table of Contents

Incorporated by Reference

Exhibit No.

Exhibit Description

Form

File No.

Exhibit No.

Filing Date

10.36

Reserve Guaranty dated as of August 7, 2014

10-K

001-36135

10.27

March 31, 2015

10.37

Side Letter regarding Reserve Guaranty dated as of August 7, 2014

10-K

001-36135

10.28

March 31, 2015

21.1*

List of Subsidiaries of the Registrant as of December 31, 2021

31.1*

Certification of Principal Executive Officer dated March 24, 2022 pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2*

Certification of Principal Financial Officer dated March 24, 2022 pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1**

Certification of Principal Executive Officer and Principal Financial Officer dated March 24, 2022 pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (1)

(b)

Exhibits Required by Item 601 of Regulation S-K

~~Incorporated by Reference~~

~~Exhibit No.~~

~~Exhibit Description~~See Item 3 above.

~~Form~~

~~File No.~~

~~Exhibit No.~~

~~Filing Date~~

31.2*

~~Certification of Principal~~
~~Financial Officer~~
~~dated April 1, 2019~~
~~pursuant to Section 302 of~~
~~the Sarbanes-Oxley Act~~
~~of 2002~~

32.1**

~~Certification of Principal~~
~~Executive Officer and~~
~~Principal Financial~~
~~Officer dated~~
~~April 1, 2019 pursuant~~
~~to 18 U.S.C. Section 1350,~~
~~as adopted pursuant to~~
~~Section 906 of the~~
~~Sarbanes-Oxley~~
~~Act of 2002 (1)~~

(c)

Financial Statement Schedules

~~(b)~~

~~Exhibits Required by Item 601 of Regulation S-K~~

~~See Item 3 above.~~

~~(c)~~

~~Financial Statement Schedules~~

See Item 2 above.

~~_________~~ __________

Filed herewith.

Furnished herewith.

(1(1)

)

This exhibit ~~should~~will not be deemed ~~to be~~ “filed” for purposes of Section 18 of the Securities Exchange Act of ~~1934.~~1934, or otherwise subject to the liability of that section.

Item 16. Form 10-K Summary.

None.

122

Table of Contents

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


Date:			March 24, 2022


			BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.
~~Date:~~			~~April 1, 2019~~Registrant



		~~BROOKFIELD DTLA FUND OFFICE~~ ~~TRUST INVESTOR INC.~~ By:
~~Registrant~~

~~By:~~	/s/ G. MARK BROWN
			G. Mark Brown
			Chairman of the Board
			(Principal executive officer)

		By:	/s/ BRYAN D. SMITH
			Bryan D. Smith
			Chief Financial Officer
			(Principal financial officer)

123

Table of Contents

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.



Date:			March 24, 2022	By:
~~Date:~~	~~April 1, 2019~~	~~By:~~	/s/ G. MARK BROWN
					G. Mark Brown Chairman of the Board (Principal executive officer)

			~~April 1, 2019~~March 24, 2022	By:	/s/ BRYAN D. SMITH
					Bryan D. Smith Chief Financial Officer (Principal financial and accounting officer)

			~~April 1, 2019~~March 24, 2022	By:	/s/ MICHELLE L. CAMPBELL
					Michelle L. Campbell Senior Vice President, Secretary and Director

			~~April 1, 2019~~March 24, 2022	By:	/s/ ANDREW DAKOS
					Andrew Dakos Director

			~~April 1, 2019~~March 24, 2022	By:	/s/ MURRAY GOLDFARB
					Murray Goldfarb Director

			~~April 1, 2019~~March 24, 2022	By:	/s/ PHILLIP GOLDSTEIN
					Phillip Goldstein Director

			~~April 1, 2019~~March 24, 2022	By:	/s/ IAN PARKER
					Ian Parker ~~Chief Operating Officer and~~ Director

			~~April 1, 2019~~March 24, 2022	By:	/s/ ROBERT L. STELZL
					Robert L. Stelzl Director

~~126~~

124



Maryland		46-2616226
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

~~250 Vesey Street, 15th Floor~~ ~~New York, NY~~	~~10281~~
~~(Address of principal executive offices)~~	~~(Zip Code)~~



~~Securities registered pursuant to Section 12(b) of the Act:~~
Title of each class	Trading Symbol(s)		Name of each exchange on which registered
7.625% Series A Cumulative Redeemable Preferred Stock, ~~$0.01~~ $0.01 par value per share		DTLA-P		New York Stock Exchange


	Interest Rate Type	Effective Date	Maturity Date/Term to Maturity	Interest Rate as of Effective Date		Principal Amount
Issuances
Gas Company Tower	Variable	2/5/2021	2/9/2026 (1)	2.01	%	$	350,000
Gas Company Tower	Variable	2/5/2021	2/9/2026 (1)	5.12	%	65,000
Gas Company Tower	Variable	2/5/2021	2/9/2026 (1)	7.87	%	50,000
Weighted average/total			4 years	3.07	%	$	465,000

Repayments of debt
Gas Company Tower	Fixed	2/5/2021	8/6/2021	3.47	%	$	319,000
Gas Company Tower	Fixed	2/5/2021	8/6/2021	6.50	%	131,000
Weighted average/total			N/A	4.35	%	$	450,000


	2022		2023		2024		2025		2026		Thereafter		Total

Principal payments on secured debt (1)(2)	$	—	$	819,296	$	675,000	$	305,000	$	465,000	$	—	$	2,264,296
Interest payments –
Fixed-rate debt (3)	18,726		16,803		11,025		—		—		—		46,554
Variable-rate debt (4)	47,986		44,551		30,241		22,471		1,583		—		146,832
	$	66,712	$	880,650	$	716,266	$	327,471	$	466,583	$	—	$	2,457,682



	Interest Rate		Contractual Maturity Date	Principal Amount		Annual Debt Service (1)
Floating-Rate Debt
Variable-Rate Loans:
Wells Fargo Center–North Tower (2)	4.11	%	10/9/2020	$	400,000	$	16,652
Wells Fargo Center–North Tower (3)	6.46	%	10/9/2020	65,000		4,255
Wells Fargo Center–North Tower (4)	7.46	%	10/9/2020	35,000		2,646
Wells Fargo Center–South Tower (5)	4.15	%	11/4/2021	258,186		10,862
777 Tower (6)	4.53	%	11/1/2019	220,000		10,104
EY Plaza (7)	6.90	%	11/27/2020	35,000		2,448
Total variable-rate loans				1,013,186		46,967

Variable-Rate Swapped to Fixed-Rate Loan:
EY Plaza (8)	3.90	%	11/27/2020	230,000		9,091
Total floating-rate debt				1,243,186		56,058

Fixed-Rate Debt
BOA Plaza	4.05	%	9/1/2024	400,000		16,425
Gas Company Tower	3.47	%	8/6/2021	319,000		11,232
Gas Company Tower	6.50	%	8/6/2021	131,000		8,633
Figueroa at 7th	3.88	%	3/1/2023	58,500		2,301
Total fixed-rate rate debt				908,500		38,591
Total debt				2,151,686		$	94,649
Less: unamortized debt issuance costs				10,962
Total debt, net				$	2,140,724


			For the transition period from _____________________ to __________________



	Leasing Activity		Percentage Leased

Leased square feet as of December 31, 2017	6,530,729		86.8	%
Expirations	(670,907	)	(8.9	)%
New leases	334,293		4.4	%
Renewals	299,365		4.0	%
Leased square feet as of December 31, 2018	6,493,480		86.3	%


Tenant		Annualized Rent (1)		% of Total Annualized Rent		Leased Square Feet	% of Total Leased Square Feet		Year of Expiry

1	The Capital Group Companies	$	10,565,737	6.3	%	403,547	6.8	%	Various
2	Southern California Gas Company	8,582,440		5.1	%	350,998	6.0	%	2026
3	Latham & Watkins LLP	8,362,250		5.0	%	245,206	4.2	%	Various
4	Wells Fargo Bank National Association	7,498,860		4.5	%	293,383	5.0	%	2023
5	Bank of America N.A.	7,330,488		4.4	%	209,310	3.6	%	2029
6	Gibson, Dunn & Crutcher LLP	6,386,475		3.8	%	215,155	3.7	%	2035
7	Oaktree Capital Management, L.P.	5,965,296		3.6	%	208,148	3.6	%	2030
8	Sheppard, Mullin, Richter	5,083,470		3.0	%	173,959	3.0	%	2025
9	Sidley Austin (CA) LLP	3,789,054		2.3	%	135,798	2.3	%	2024
10	Ernst & Young U.S. LLP	3,720,879		2.2	%	127,613	2.2	%	2032
		$	67,284,949	40.2	%	2,363,117	40.4	%


~~(1)~~	~~Annual debt service for variable-rate loans is calculated using the one-month LIBOR rate in place on the debt as of~~ ~~December 31, 2018~~ ~~plus the contractual spreads per the loan agreements. Annual debt service for fixed-rate loans is calculated based on contractual interest rates per the loan agreements.~~


~~(7)~~	~~This loan bears interest at LIBOR plus~~ ~~4.55%. As required by the loan agreement, we have entered into an interest rate cap contract that limits the LIBOR portion of the interest rate to 3.50%.~~


~~(8)~~	This loan bears interest at LIBOR plus 1.65%. As required by the loan agreement, we have entered into interest rate swap contracts to hedge this loan, which effectively fix the LIBOR portion of the interest rate at 2.27%. The effective interest rate of 3.90% includes interest on the swaps.



	For the Year Ended December 31,						(Decrease)/ Increase			% Change
	2018			2017			(Decrease)/ Increase			% Change
Revenue:
Rental income	$	162.2		$	165.7		$	(3.5	)	(2	)%
Tenant reimbursements	105.9			96.5			9.4			10	%
Parking	37.3			37.1			0.2			—	%
Interest and other	10.3			7.0			3.3			47	%
Total revenue	315.7			306.3			9.4			3	%

Expenses:
Rental property operating and maintenance	99.0			94.0			5.0			5	%
Real estate taxes	40.0			37.7			2.3			6	%
Parking	10.2			9.4			0.8			8	%
Other expense	9.9			11.5			(1.6		)	(14	)%
Depreciation and amortization	96.2			97.8			(1.6		)	(2	)%
Interest	105.0			93.5			11.5			12	%
Total expenses	360.3			343.9			16.4			5	%
Net loss	$	(44.6	)	$	(37.6	)	$	(7.0	)


	For the Year Ended December 31,				Dollar Change
	2021		2020

Net cash provided by operating activities	$	61,652	$	52,949	$	8,703
Net cash used in investing activities	$	(23,836)	$	(58,062)	$	34,226
Net cash (used in) provided by financing activities	$	(33,076)	$	29,608	$	(62,684)


~~(1)~~	~~Interest payments on fixed-rate debt are calculated based on contractual interest rates and scheduled maturity dates.~~


~~(2)~~	~~Interest payments on variable-rate debt are calculated based on scheduled maturity dates and the one-month LIBOR rate in place on the debt as of~~ ~~December 31, 2018~~ ~~plus the contractual spread per the loan agreements.~~


~~(3)~~	~~Tenant-related commitments include tenant improvements and leasing commissions and are based on executed leases as of~~ ~~December 31, 2018~~.


	For the Year Ended December 31,				Increase/ (Decrease)		% Change
	2021		2020
Revenue:
Lease income	$	257.4	$	256.7	$	0.7	—	%
Parking	25.4		27.8		(2.4)		(9)	%
Interest and other	1.0		1.0		—		—	%
Total revenue	283.8		285.5		(1.7)		(1)	%

Expenses:
Rental property operating and maintenance	97.4		96.3		1.1		1	%
Real estate taxes	39.7		39.3		0.4		1	%
Parking	8.6		10.6		(2.0)		(19)	%
Other expenses	8.6		14.0		(5.4)		(39)	%
Depreciation and amortization	104.0		104.9		(0.9)		(1)	%
Interest	79.7		82.8		(3.1)		(4)	%
Total expenses	338.0		347.9		(9.9)		(3)	%
Other Income (Expense):

Equity in earning (loss) of unconsolidated real estate joint venture	0.8		(0.5)		1.3		(260)	%
Total other income (expense)	0.8		(0.5)		1.3		(260)	%
Net loss	$	(53.4)	$	(62.9)	$	9.5	(15)	%


	Notional Value		Strike Rate		Effective Date	Expiration Date	Fair Value

Wells Fargo Center–North Tower	$	400,000	2.57	%	10/15/2021	10/15/2022	$	7
Wells Fargo Center–North Tower	65,000		2.57	%	10/15/2021	10/15/2022	1
Wells Fargo Center–North Tower	35,000		2.57	%	10/15/2021	10/15/2022	1
Wells Fargo Center–South Tower	290,000		3.63	%	11/4/2020	11/4/2022	4
777 Tower	268,600		4.00	%	11/10/2021	11/10/2022	3
777 Tower	50,000		4.00	%	11/10/2021	11/10/2022	1
EY Plaza	275,000		4.00	%	9/22/2020	10/15/2022	2
EY Plaza	30,000		4.00	%	9/22/2020	10/15/2022	—
Gas Company Tower	350,000		4.00	%	2/3/2021	2/15/2023	20
Gas Company Tower	65,000		4.00	%	2/3/2021	2/15/2023	4
Gas Company Tower	50,000		4.00	%	2/3/2021	2/15/2023	3
Total	$	1,878,600					$	46


			Fair Value of
	Interest Expense		Secured Debt

50 basis point increase	$	9,154	$	(6,826)
50 basis point decrease	$	(8,936)	$	3,791



				Fair Value of
	Interest Expense			Mortgage Loans			Interest Rate Swaps

50 basis point increase	$	5,152		$	(6,818	)	$	1,876
50 basis point decrease	(5,152		)	6,797			(1,898		)


		Page

		~~Page~~

Report of Independent Registered Public Accounting Firm	6050

Consolidated Balance Sheets as of December 31, ~~2018~~2021 and ~~2017~~2020		6153

Consolidated Statements of Operations for the years ended December 31, ~~2018, 2017~~2021, 2020 and ~~2016~~2019		6255

Consolidated Statements of Comprehensive Loss for the years ended December 31, ~~2018, 2017~~2021, 2020 and ~~2016~~2019		6356

Consolidated Statements of Stockholders’ Deficit for the years ended December 31, ~~2018, 2017~~2021, 2020 and ~~2016~~2019		6457

Consolidated Statements of Cash Flows for the years ended December 31, ~~2018, 2017~~2021, 2020 and ~~2016~~2019		6558

Notes to Consolidated Financial Statements		6861


	Number of Shares	Common Stock		Additional Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive Loss		Non- controlling Interests		Total Stockholders’ Deficit
	Common Stock

Balance, December 31, 2018	1,000	$	—	$	195,825	$	(385,158)	$	(107)	$	(251,481)	$	(440,921)
Net (loss) income						(96,087)				69,426		(26,661)
Other comprehensive (loss) income								(2,234)		117		(2,117)
Contributions				1,710								1,710
Dividends, preferred returns and redemption measurement adjustments on mezzanine equity						(18,548)				(34,245)		(52,793)
Balance, December 31, 2019	1,000	—		197,535		(499,793)		(2,341)		(216,183)		(520,782)
Net (loss) income						(208,028)				145,084		(62,944)
Other comprehensive income								2,341		—		2,341
Contributions				4,834								4,834
Dividends, preferred returns and redemption measurement adjustments on mezzanine equity						(18,548)				(33,341)		(51,889)
Balance, December 31, 2020	1,000	—		202,369		(726,369)		—		(104,440)		(628,440)
Net (loss) income						(121,009)				67,497		(53,512)
Other comprehensive income								—		—		—
Contributions				1,000								1,000
Dividends, preferred returns and redemption measurement adjustments on mezzanine equity						(18,549)				(34,303)		(52,852)
Balance, December 31, 2021	1,000	$	—	$	203,369	$	(865,927)	$	—	$	(71,246)	$	(733,804)



	In-Place Leases		Other Intangible Assets		Intangible Liabilities

2019	$	5,742	$	4,043	$	3,223
2020	4,786		3,228		2,975
2021	4,533		3,171		2,797
2022	3,847		2,944		2,460
2023	2,221		2,569		674
Thereafter	2,975		4,581		325
	$	24,104	$	20,536	$	12,454



	Contractual Maturity Date			Principal Amount as of December 31,
	Contractual Maturity Date	Interest Rate		2018		2017
Floating-Rate Debt
Variable-Rate Loans:
Wells Fargo Center–North Tower (1)	10/9/2020	4.11	%	$	400,000	$	—
Wells Fargo Center–North Tower (2)	10/9/2020	6.46	%	65,000		—
Wells Fargo Center–North Tower (3)	10/9/2020	7.46	%	35,000		—
Wells Fargo Center–South Tower (4)	11/4/2021	4.15	%	258,186		—
777 Tower (5)	11/1/2019	4.53	%	220,000		220,000
EY Plaza (6)	11/27/2020	6.90	%	35,000		—
Total variable-rate loans				1,013,186		220,000

Variable-Rate Swapped to Fixed-Rate Loan:
EY Plaza (7)	11/27/2020	3.90	%	230,000		—
Total floating-rate debt				1,243,186		220,000

Fixed-Rate Debt:
BOA Plaza	9/1/2024	4.05	%	400,000		400,000
Gas Company Tower	8/6/2021	3.47	%	319,000		319,000
Gas Company Tower	8/6/2021	6.50	%	131,000		131,000
Figueroa at 7th	3/1/2023	3.88	%	58,500		—
Total fixed-rate debt				908,500		850,000

Debt Refinanced:
Wells Fargo Center–North Tower				—		470,000
Wells Fargo Center–South Tower				—		250,000
EY Plaza				—		176,831
Figueroa at 7th				—		35,000
Total debt refinanced				—		931,831

Total debt				2,151,686		2,001,831
Less: unamortized debt issuance costs				10,962		10,139
Total debt, net				$	2,140,724	$	1,991,692


~~(6)~~	~~This loan bears interest at LIBOR plus 4.55%. As required by the loan agreement, we have entered into an interest rate cap contract that limits the LIBOR portion of the interest rate to 3.50%.~~



	Number of Shares of Series A Preferred Stock	Series A Preferred Stock		Noncontrolling Interests								Total Mezzanine Equity
				Series A-1 Preferred Interest		Senior Participating Preferred Interest			Series B Preferred Interest

Balance, December 31, 2015	9,730,370	$	354,304	$	349,084	$	23,207		$	—		$	726,595
Issuance of Series B preferred interest									63,280			63,280
Current dividends		18,548		17,213		—			—			35,761
Current preferred return									2,084			2,084
Redemption measurement adjustment						2,428						2,428
Distributions to holders						(616		)	—			(616		)
Balance, December 31, 2016	9,730,370	372,852		366,297		25,019			65,364			829,532
Issuance of Series B preferred interest									111,492			111,492
Current dividends		18,548		17,213		—			—			35,761
Current preferred return									13,435			13,435
Redemption measurement adjustment						479						479
Contribution from holders						520						520
Distributions to holders						(470		)	—			(470		)
Balance, December 31, 2017	9,730,370	391,400		383,510		25,548			190,291			990,749
Issuance of Series B preferred interest									—			—
Current dividends		18,532		17,306		—			—			35,838
Current preferred return									17,961			17,961
Redemption measurement adjustment						1,482						1,482
Distributions to holders						(3,587		)	(26,554		)	(30,141		)
Balance, December 31, 2018	9,730,370	$	409,932	$	400,816	$	23,443		$	181,698		$	1,015,889


Consideration			$	45,000
Investments in real estate, net	$	20,139
Cash and cash equivalents	73
Prepaid and other assets	11
Carrying amount			20,223
Gain from derecognition of assets			$	24,777


	Maturity Date (1)	Contractual Interest Rates		Principal Amount as of December 31,
			2021			2020
Variable-Rate Loans:
Wells Fargo Center–North Tower (2)	10/9/2023	LIBOR + 1.65%		$	400,000		$	400,000
Wells Fargo Center–North Tower (2)	10/9/2023	LIBOR + 4.00%		65,000			65,000
Wells Fargo Center–North Tower (2)(3)	10/9/2023	LIBOR + 5.00%		35,000			35,000
Wells Fargo Center–South Tower (4)	11/4/2023	LIBOR + 1.80%		260,796			260,796
777 Tower (5)	10/31/2024	LIBOR + 1.60%		231,842			231,842
777 Tower (6)	10/31/2024	LIBOR + 4.15%		43,158			43,158
EY Plaza (7)	10/9/2025	LIBOR + 2.86%		275,000			275,000
EY Plaza (7)	10/9/2025	LIBOR + 6.85%		30,000			30,000
Gas Company Tower (7)	2/9/2026	LIBOR + 1.89%		350,000			—
Gas Company Tower (7)	2/9/2026	LIBOR + 5.00%		65,000			—
Gas Company Tower (7)	2/9/2026	LIBOR + 7.75%		50,000			—
Total variable-rate loans				1,805,796			1,340,796

Fixed-Rate Debt:
BOA Plaza	9/1/2024	4.05%		400,000			400,000
FIGat7th	3/1/2023	3.88%		58,500			58,500
Total fixed-rate debt				458,500			458,500

Debt Refinanced:
Gas Company Tower				—			319,000
Gas Company Tower				—			131,000
Total debt refinanced				—			450,000

Total secured debt				2,264,296			2,249,296
Less: unamortized debt financing costs				8,375			9,656
Total secured debt, net				$	2,255,921		$	2,239,640


	Notional Amount		Strike Rate (1)		Expiration Date

Interest Rate Caps:
Wells Fargo Center–North Tower	$	400,000	2.57	%	10/15/2022
Wells Fargo Center–North Tower	65,000		2.57	%	10/15/2022
Wells Fargo Center–North Tower	35,000		2.57	%	10/15/2022
Wells Fargo Center–South Tower	290,000		3.63	%	11/4/2022
777 Tower	268,600		4.00	%	11/10/2022
777 Tower	50,000		4.00	%	11/10/2022
EY Plaza	275,000		4.00	%	10/15/2022
EY Plaza	30,000		4.00	%	10/15/2022
Gas Company Tower	$	350,000	4.00	%	2/15/2023
Gas Company Tower	$	65,000	4.00	%	2/15/2023
Gas Company Tower	$	50,000	4.00	%	2/15/2023
Total derivatives not designated as cash flow hedging instruments	$	1,878,600


		Fair Value as of December 31,
	Balance Sheet Location	2021		2020

Derivatives not designated as hedging instruments: Interest rate caps	Prepaid and other assets, net	$	46	$	5


	Gain (Loss) Recognized in OCL		Loss Reclassified from AOCL to Consolidated Statements of Operations

Derivatives designated as cash flow hedging instruments:
For the years ended:
December 31, 2021	$	—	$	—
December 31, 2020	$	562	$	(1,779)	(1)
December 31, 2019	$	(2,117)	$	—


•	Level 1—	Quoted prices (unadjusted) in active markets that are accessible at the measurement date.
•	Level 2—	Observable prices that are based on inputs not quoted in active markets but corroborated by market data.
•	Level 3—	Unobservable prices that are used when little or no market data is available.



				Fair Value Measurements Using
	Total Fair Value			Quoted Prices in Active Markets for Identical Assets (Liabilities) (Level 1)		Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)
Interest rate swaps at:
December 31, 2018	$	974		$	—	$	974		$	—
December 31, 2017	(574		)	—		(574		)	—
December 31, 2016	(3,373		)	—		(3,373		)	—

Interest rate caps at:
December 31, 2018	$	11		$	—	$	11		$	—
December 31, 2017	15			—		15			—
December 31, 2016	53			—		53			—



	Amount of Gain Recognized in AOCL		Amount of Gain Reclassified from AOCL to Statement of Operations
Derivatives designated as hedging instruments:
Interest rate swaps for the year ended:
December 31, 2018	$	1,548	$	1,198
December 31, 2017	2,799		—
December 31, 2016	2,042		—



	Notional Amount		Swap Rate		LIBOR Spread		Effective Interest Rate		Expiration Date

Interest rate swap	$	172,600	2.18	%	1.65	%	3.83	%	11/2/2020
Interest rate swap	54,206		2.47	%	1.65	%	4.12	%	11/2/2020
	$	226,806	2.27	%	1.65	%	3.90	%