Brookfield Property Partners LP acquires Brookfield Office Properties Inc.

On September 30, 2013, Brookfield Property Partners L.P. (BPY) announced its proposed offer for Brookfield Office Properties Inc. (BPO) through a tender offer for "any or all" of the common shares of BPO that it did not currently own (the Proposed Offer). BPY and BPO were each listed on the Toronto and New York stock exchanges, and BPY owned common shares and preferred shares representing an aggregate voting interest of approximately 50.5 per cent in BPO at the time of announcing the Proposed Offer.

Under the Proposed Offer, each BPO shareholder would be able to elect to receive consideration per BPO common share of either 1.0 limited partnership unit of BPY or $19.34 in cash, subject in each case to pro‐ration. Based on the trading price of BPY's limited partnership units at the time of announcement, the transaction was valued at approximately $5 billion.

In connection with the Proposed Offer, BPO formed a committee of independent directors, which retained Morgan Stanley as its exclusive financial advisor and to provide a formal valuation of BPO's common shares and BPY's limited partnership units in accordance with Canadian securities laws.

Following receipt of the formal valuation of Morgan Stanley and discussions with the independent committee of BPO, BPY committed to increase the cash portion of the consideration in the Proposed Offer to $20.34 per BPO common share (as increased, the Offer). On December 20, 2013, the board of directors of BPO (based on a recommendation of the independent committee) announced that it intended to unanimously recommend that shareholders of BPO tender to the increased Offer.

BPY commenced the Offer on February 12, 2014 and announced on March 20, 2014 that it had taken up BPO common shares representing 70.48% of the common shares held by BPO shareholders independent of BPY in the Offer, bringing its ownership position in BPO to 84.44% on a fully diluted basis. On April 24, 2014, BPY and BPO entered into an agreement providing for BPY to acquire the remaining shares of BPO by way of a plan of arrangement for identical consideration as offered in the Offer, subject to pro-ration. The arrangement also provided for certain actions to be taken in respect of outstanding BPO preferred shares. On June 9, 2014, BPY completed the acquisition of the remaining common shares of BPO pursuant to the plan of arrangement.

The Toronto-Dominion Bank acted as administrative agent on behalf of a syndicate of lenders who provided a U.S.$1.5 billion acquisition term facility and a US$1 billion revolving credit facility to BPY and its affiliates in connection with the financing of the cash portion of BPY's Offer and arrangement and for other general purposes.

The transaction consolidated Brookfield's global office properties under the BPY platform, creating one of the largest, most globally diversified commercial property companies with approximately $50 billion of assets in the world's most dynamic markets.

BPY was represented by Torys LLP with a team including Karrin-Powys-Lybbe, Cornell Wright, James Miller, Leah Towell, Matt Murphy and Miranda Callaghan (Canadian M&A and securities); Mile Kurta, Andy Beck and Jason Zhou (US M&A and securities); Andrew Gray (litigation), Rose Bailey and Sarah Crowe (financing); Corrado Cardarelli, Richard Johnson and Leila Ross (Canadian tax); David Mattingly and Jonathan Weinblatt (US Tax) and Lynne Lacoursiere (employment). Murray Goldfarb led BPY's in-house team and James Bodi from Appleby Global provided local counsel in Bermuda.

BPO and the independent committee of BPO were represented by Davies Ward Phillips & Vineberg LLP with a team including William Ainley, Peter Hong and Jay Galbraith (M&A); Siobhan Monaghan and Raj Juneja (tax) and James Doris (litigation) in Toronto, and Gerald Shepherd and Jeffrey Nadler (M&A) and Peter Glicklich (tax) in New York. Joshua Mermelstein and Philip Richter of Fried, Frank, Harris, Shriver & Jacobson LLP also provided support.

The Toronto-Dominion Bank, as administrative agent, was represented by Goodmans LLP with a team including Michael Bertrand, Celia Rhea and Ada Tien (banking and finance) and Lawrence Chernin and Ryan Szainwald (corporate/securities).
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