Bloomberg News

Brookfield Property Increases Brookfield Office Buyout Offer (2)

December 20, 2013

Brookfield Property Partners LP (BPY-U) increased the cash portion of its offer to acquire Brookfield Office Properties Inc. (BPO) by $1 a share after discussions with the independent committee evaluating the bid.

Brookfield Office (BPO:US) shareholders can choose to receive either one limited partnership unit of Brookfield Property or $20.34 in cash, Brookfield Property said in a statement today. The board of New York-based Brookfield Office intends to recommend that shareholders accept the revised offer, according to the statement.

Brookfield Property, based in Hamilton, Bermuda, offered to buy the office landlord in September with a bid valued at $5 billion. Both companies are units of Toronto-based Brookfield Asset Management Inc. (BAM/A), and the deal would group the parent’s commercial real estate investments under one entity.

“We believe that the offer is an attractive value proposition for BPO shareholders,” Brookfield Property Partners Chief Executive Officer Ric Clark said in the statement, referring to Brookfield Office’s ticker symbol. “We look forward to BPO shareholders exchanging their common shares for an interest in our flagship global property company.”

The revised offer has a value of $5.1 billion, Melissa Coley, a Brookfield Property spokeswoman, said in an e-mail. The company already owns 51 percent of Brookfield Office.

Fair Value

The new bid, which is 5.2 percent more than yesterday’s closing price of $19.34, “helps close the gap with Brookfield’s reported book value of $21.03 a share,” Jeffrey Langbaum, an analyst for Bloomberg Industries, said in a research note. The recommendation of the independent trustees “may be important for shareholders concerned about conflicts between the related-party buyer and seller.”

An analysis for the committee by Morgan Stanley Canada Ltd. found the fair value of Brookfield Office common shares was $18.50 to $21.00, according to a statement by Brookfield Office’s board.

Brookfield Office, where Clark was once the CEO, is lower Manhattan’s largest office landlord, owning the 8 million-square-foot (740,000-square-meter) Brookfield Place New York, formerly known as the World Financial Center. In October, the company completed the purchase of MPG Office Trust Inc., making it the biggest office owner in downtown Los Angeles.

The company also controls Toronto’s First Canadian Place, Bank of America Plaza in Los Angeles and Houston’s Allen Center complex. It has properties in Australia and the U.K. as well.

The combined entity would have $45 billion of assets, Brookfield Property projected in its original offer.

The company said it will begin its formal offer in the first quarter and expects to complete the buyout by midyear.

Brookfield Office fell 0.4 percent to $19.26 at 11:50 a.m. in New York. Brookfield Property dropped 0.8 percent to $19.97.

To contact the reporter on this story: David M. Levitt in New York at dlevitt@bloomberg.net

To contact the editor responsible for this story: Kara Wetzel at kwetzel@bloomberg.net


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