The merger agreement also provides that a subsidiary of BPO will commence a tender offer to purchase, subject to the offer conditions, all of MPG's outstanding preferred shares for $25.00 per share in cash, without interest. BPO is expected to commence the tender offer in early May, and will distribute offering materials to the MPG's preferred stockholders which will describe the tender offer. Any preferred shares that are not tendered will be converted in the merger into new preferred shares with rights, terms and conditions substantially identical to the rights, terms and conditions of the outstanding preferred shares. If more than 66.6% of the outstanding preferred shares are tendered, then BPO will have the right to convert all of the untendered preferred shares at the price in cash offered in the tender offer, without interest, but only if such conversion complies with applicable law and the Company's charter in all respects at the time of conversion.
The merger is expected to close in the third quarter of 2013. The completion of the merger transaction is subject to approval of MPG's common stockholders, receipt of certain consents from MPG's lenders and other customary closing conditions. MPG will file a proxy statement on Schedule 14A with the Securities and Exchange Commission, which will describe the proposed acquisition.
The Eastdil Secured group of Wells Fargo Securities, LLC and BofA Merrill Lynch served as financial advisors to MPG, and Latham & Watkins LLP and Venable LLP served as legal advisors to MPG.
Fried, Frank, Harris, Shriver & Jacobson LLP and Goodwin Procter LLP served as legal advisors to BPO.
About Brookfield Office Properties
Brookfield Office Properties owns, develops and manages premier office properties in the United States, Canada, Australia and the United Kingdom. Its portfolio is comprised of interests in 109 properties totaling 66 million leasable square feet in the downtown cores of New York, Washington, D.C., Houston, Los Angeles, Denver, Seattle, Toronto, Calgary, Ottawa, London, Sydney, Melbourne and Perth, making it the global leader in the ownership and management of office assets. Landmark properties include Brookfield Places in New York City, Toronto and Perth, Bank of America Plaza in Los Angeles, Bankers Hall in Calgary, and Darling Park in Sydney. The company's common shares trade on the NYSE and TSX under the symbol BPO. For more information, visit www.brookfieldofficeproperties.com.
About MPG Office Trust, Inc.
MPG Office Trust, Inc. is the largest owner and operator of Class A office properties in the Los Angeles central business. MPG Office Trust, Inc. is a full-service real estate company with substantial in-house expertise and resources in property management, leasing, and financing. For more information on MPG Office Trust, visit its website at www.mpgoffice.com.
This press release is for informational purposes. This press release is solely a preliminary communication made before the commencement of a tender offer for the issued and outstanding shares of the 7.625% Series A Cumulative Redeemable Preferred Stock ("Preferred Stock") of MPG by Brookfield DTLA Inc. ("Purchaser"), a wholly-owned Delaware subsidiary of BPO pursuant to an Agreement and Plan of Merger, dated as of April 24, 2013 (the "Agreement"), by and among MPG, Brookfield DTLA Holdings L.P., a Delaware limited partnership, Brookfield DTLA Fund Office Trust Investor Inc., a Maryland corporation ("Sub REIT"), Brookfield DTLA Fund Office Trust Inc., a Maryland corporation, Brookfield DTLA Fund Properties LLC, a Maryland limited liability company and MPG Office, L.P., a Maryland limited partnership. In addition, Sub REIT, a company that has been established in connection with the transaction, may file a registration statement with the U.S. Securities and Exchange Commission ("SEC") relating to preferred stock of Sub REIT that may be issued to holders of Preferred Stock who do not tender into the tender offer.
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