BPO Properties Completes REIT Conversion

On May 1, 2010, BPO Properties Ltd. completed the reorganization of its directly owned office assets under a new Canadian real estate investment trust named Brookfield Office Properties Canada, which began trading on the Toronto Stock Exchange on May 3, 2010. As part of the transaction, Brookfield Office Properties Canada acquired Brookfield Properties Corporation's interest in Brookfield Place. The transaction was implemented under a court-approved plan of arrangement.

Brookfield Office Properties Canada is an office real estate investment trust with a commercial property portfolio consisting of interests in 19 properties. As of March 31, 2010, the fair value of BPO Properties' total assets was $3,464.2 million. Brookfield Properties will provide asset and property management services to Brookfield Office Properties Canada. On closing of the transaction, Brookfield Properties held trust units and securities exchangeable for trust units of Brookfield Office Properties Canada representing an aggregate equity interest of approximately 90.7 per cent.

BPO Properties' legal team was led by Brett Fox, Chief Compliance and Administrative Officer & General Counsel, and Michelle Campbell, Vice President, Compliance and Assistant General Counsel (corporate), and Deborah Rogers, Cameron Black and Elliot Feintuch (real estate), and was assisted by a team from Torys LLP that included Michael Siltala, Cornell Wright, Jennifer Lennon, Raegan Kennedy and Huw Evans (corporate and securities); Rose Bailey, David Dell, Joanna Dybel, Katharine Alexander-Carew, Matt Atkey, Nina Mansoori, Bill Lamoureux, Bridgette Clark and Gwen Johnson (real estate); Andrew Gray (litigation); Omar Wakil and Sue-Anne Fox (competition) and Corrado Cardarelli and Grace Pereira (tax).

The special committee established by the board of directors of BPO Properties to assist the board in considering the transaction and to oversee the preparation of the required valuations was represented by a team from Goodmans LLP that included Lawrence Chernin and Cristina Alaimo (corporate and securities); Tom Macdonald (real estate); Tom Friedland (litigation) and Jon Northup (tax).