Bank of America Investment Banking Pitch Book
Brookfield's acquisition of MPG Office Trust
Chronology of Events
August 22, 2012- Considers MPG sale; hires advisor
MPG Office Trust reportedly hired financial advisor to contact third parties
to buy MPG or make major cash investment: Brookfield, Colony Capital,
Piedmont Office Realty Trust and Thomas Properties
* Over 90 bidders contacted
October 2, 2012- First Brookfield Bid
* Brookfield submits indicative proposal of $2.10 per share
3) November 14, 2012 - Second Brookfield Bid
* Brookfield submits revised proposal of $2.55-2.65 per share
Significant leverage (>90% Net Debt to TEV¹) at MPG magnified small
transaction value increases in price offered to equity holders
4) April 25, 2013 - Definitive merger agreement and investigations
* MPG entered into definitive merger agreement pursuant to which newly
formed fund controlled by Brookfield would acquire MPG
* MPG's common shares receive $3.15 per share in cash at closing of merger;
all-cash deal valued at about $2bn
* As per merger agreement, Brookfield commenced tender offer to purchase
all of MPG's outstanding preferred shares for $25.00 per share in cash,
without interest
5) June 14, 2013 - Launch of cash tender offer for all preferred shares
outstanding
* Brookfield launched cash tender offer for all outstanding preferred shares
of MPG at $25 per share
6) July 9, 2013 - Independent advisory firms recommend vote in favor of deal
* Leading independent proxy advisory firms, ISS, Glass Lewis, and Egan-Jones
concluded that MPG's proposed merger with Brookfield was in best
interests of MPG stockholders and recommended that MPG's common
stockholders vote for transaction
Source: FactSet, S&P Capital, public filings and press releases
(1) Per S&P Capitol 10 as of September 30, 2012
28
July 15, 2013 - Signs MOU on merger-related lawsuit
* MPG settles consolidated putative class-action lawsuits filed in Maryland
and California state courts in connection with proposed acquisition of MPG
by Brookfield
8 July 17, 2013 - MPG stockholders approve merger
* MPG's common stockholders voted to approve merger of MPG with
Brookfield
$ 4.00
9 October 15, 2013 - Brookfield completes acquisition of MPG
* Brookfield completed acquisition of MPG
* Successfully completed previously announced tender offer to purchase
shares of preferred stock of MPG at $25 per share
Historical Stock Price Performance
3.60
Preliminary, Subject to Further Review and Revision
3.20
2.80
2.40
2.00
***97% of votes cast (representing ~73% of MPG's outstanding shares)
at special meeting voted in favor of approval of merger
08/01/12
Bank of America
Merrill Lynch
10/26/12
horndo
01/24/13
04/22/13
07/19/13
(9)
10/15/13View entire presentation