Brookfield Property Offers to Buy Brookfield Office for $5B

By Gail Kalinoski, Contributing Editor

Brookfield Office Properties’ Bank of America Plaza, L.A.

Brookfield Office Properties has established a special committee to review and consider the $5 billion acquisition offer made by its parent company, Brookfield Property Partners, which wants to combine its operations and create one of the largest global commercial real estate companies.

Brookfield Property Partners, which already owns 51 percent of Brookfield Office, said Monday it had proposed acquiring the remaining 49 percent through a tender offer of the shares that it doesn’t own.

The company, which trades on the NYSE as BPY and Toronto Stock Exchange as BPY.UN, is offering $19.34 per common share of Brookfield Office, or BPO. Both companies are part of Toronto-based Brookfield Asset Management Inc. The price is 15 percent higher than the closing shares of Brookfield Office on Sept. 27. Based on current trading price of Brookfield Property’s limited partnership units, the deal is valued at $5 billion.

“The offer provides an attractive opportunity for BPO shareholders to exchange their common shares for an interest in our flagship global property company and cash,” Ric Clark, CEO of Brookfield Property Group, said in a news release. “The combination of these leading commercial real estate platforms will create a diversified portfolio of best-in-class real estate for investors seeking attractive risk-adjusted returns, through income and capital appreciation.”

Clark added, “We believe this transaction will consolidate our global office properties under one platform and substantially increase Brookfield Property Partners’ public float, which should help accelerate our growth strategy.”

If combined, it would increase Brookfield Property’s public float to approximately $4 billion, giving it greater access to capital markets and lowering its cost of borrowing to enhance growth, according to the company’s release. It would create a combined company with $45 billion in assets and ownership of more than 330 million square feet of office, retail, industrial and multi-family assets across the globe.

Brookfield Office, which has one of the world’s largest office portfolios, owns 109 properties totaling 80 million square feet in downtown cores of New York, Washington, D.C., Houston, Los Angeles, Denver, Seattle, Toronto, Calgary, Ottawa, London, Sydney, Melbourne and Perth, Australia. Its trophy properties include Brookfield Places in New York City, Toronto and Perth as well as the Bank of America Plaza in Los Angeles, Bankers Hall in Calgary and Darling Park in Sydney.

Brookfield Property said the next step would be to file offer documents with the U.S. Securities and Exchange Commission in November. More documents would be filed in February and the deal is expected to close by the end of the first quarter of 2014.

Brookfield Property plans to raise a $1.7 billion facility to fund the cash portion of the transaction. In a report to investors, the company said the primary source of repayment would be through asset sales.

“Alternatively, BPY may raise proceeds through issuances of corporate level debt, preferred stock and/or equity and asset level debt financings,” the report added.

The statement from Brookfield Property listed numerous benefits of the proposed deal to shareholders of both BPY and BPO. For owners of BPO shares, they note the 15 percent premium per share, substantial flexibility, a greater quarterly dividend per share and cash-out option among the benefits. It also notes that they would have the “opportunity to participate in a similar but more globally diversified real estate vehicle with enhanced growth prospects.”

Benefits to shareholders of BPY would include the increased size and scale of the company and increased exposure to office properties. The investors report noted that there should be “upside potential as office markets recover, Manhattan properties are leased and development plan is executed.”

As of 1:30 p.m. EDT, BPY was trading at $19.67, up 29 cents or 1.5 percent, and BPO was trading at $19.20, up 13 cents or .68 percent.