On December 12, 2007, Everclear Acquisition Corporation, a wholly-owned Canadian subsidiary of Behringer Harvard REIT I Inc., completed the acquisition of all of the assets of IPC Real Estate Investment Trust, a trust publicly traded on the Toronto Stock Exchange under the symbol “IUR.UN” for Canadian dollar quoted units and the symbol “IUR.U” for US dollar quoted units. The total purchase price paid by Behringer to IPC REIT was approximately US$1.4 billion.
Following the sale, all of the outstanding units of IPC REIT were redeemed for a redemption price equal to the sale proceeds, or US$9.75 per unit plus US2.37 cents per unit (representing a pro-rated portion of the monthly distribution of US6.67 cents based on the 11 days that passed in December before closing). IPC REIT was subsequently terminated and its units and Debentures were delisted from the Toronto Stock Exchange.
Behringer Harvard is a US-based commercial real estate company investing in assets in the US and internationally. The company creates and manages strategic real estate fund opportunities across a wide spectrum of investment styles for retail investors, as well as domestic and international institutions, through its real estate investment trusts, partnership, joint ventures and proprietary program structures.
IPC REIT was the only real estate investment trust in Canada that invested exclusively in US commercial real estate and, among other assets, beneficially owned an 87.0 per cent interest in IPC (US), Inc., which had ownership interests in a portfolio of 35 office buildings comprising a total of 9.6 million square feet of rentable space.
IPC REIT was represented by Davies Ward Phillips & Vineberg LLP in Toronto by Mitchell Finkelstein, Christian Gauthier and Paul Budovitch (mergers & acquisitions) and John Ulmer, Colin Campbell and Carl MacArthur (tax), and in New York by Marc Berger (mergers & acquisitions) and Peter Glicklich and Abraham Leitner (tax).
Behringer Harvard and Everclear were represented in-house by Executive Vice President Gerald J. Reihsen, III, and Assistant General Counsel and Vice President Telisa Schelin; and by Baker & McKenzie with a team in the United States comprised of Craig A. Roeder, Tom Thraya and Kathryn E. Delmonte (corporate & securities) and Patricia McDonald (tax), and with a team in Canada comprised of Nurhan Aycan, Greg McNab and Matthew Grant (corporate & securities), Brian Segal (tax) and Debbie Alexander (corporate services).
RBC Dominion Securities and Banc of America Securities Canada Co. acted as financial advisors to IPC REIT, with Banc of America Securities Canada Co. being represented by Fraser Milner Casgrain LLP in Toronto by John S. Elder and Ralph Shay (mergers & acquisitions).