On October 21, 2005, a consortium led by Brookfield Properties Corp. (Brookfield) and consisting of Brookfield's Canadian-based subsidiary, BPO Properties Ltd. (BPO Properties) together with CPP Investment Board and Arca Investments Inc. (the Brookfield Consortium) completed a combined acquisition, valued at over $2.1 billion, of O&Y Properties Corp. (O&Y Properties) and O&Y Real Estate Investment Trust (O&Y REIT). Completion of the acquisition brought to a close the largest real estate auction in Canadian history.
The acquisition was effected by way of concurrent and cross-conditional transactions pursuant to which the Brookfield Consortium: (i) acquired all of the outstanding common shares of O&Y Properties (Common Shares) by way of a court approved plan of arrangement and (ii) acquired 86.6 per cent of the outstanding limited voting units of O&Y REIT (Units), not including those already owned by O&Y Properties, by way of a takeover bid. On November 29, 2005, the Brookfield Consortium announced that it had completed the acquisition of the remaining outstanding units pursuant to a second-step transaction approved at a special meeting of unitholders of O&Y REIT held on November 28, 2005.
Deborah Rogers of Brookfield represented the Brookfield Consortium. She was assisted by Stikeman Elliott LLP with a team that included William Braithwaite, Brian Pukier,
Joel Binder and Amanda Linett (securities), Douglas Klaassen, Dana Porter and Jonathan See (real estate), Susan Hutton (competition), David Finkelstein and Susan Thomson (tax), Shana Ivall (employment) and Andrea Boctor (pensions).
A legal team led by Catherine Barbaro, corporate secretary and general counsel, and Elliott Feintuch, assistant general counsel, represented O&Y Properties and O&Y REIT. Fasken Martineau DuMoulin LLP acted as external counsel to O&Y Properties with a team led by Jonathan Levin and including Bruce Blain, Aaron Atkinson and Daniel Batista (securities), Douglas New and Aaron Stefan (competition), Kenneth Morlock (commercial), Samuel Rickett (litigation), Alan Schwartz and Mitchell Thaw (tax) and Stephen Risk, Richard Clare, Belinda James and Lise Rochette (real estate). Torys LLP acted as external counsel to O&Y REIT with a team led by Patricia Koval and including Christopher Fowles, Danial Lam, Jennifer Lennon, Sachin Aggarwal, Melissa Ewert and Allen Yi (corporate); Paul Kennedy, Sabrina Gherbaz, Kimberley Kowalik, Joanna Dybel and Scott Kraag (real estate); Jay Holsten (competition); Corrado Cardarelli (tax); and Christina Medland, Nadine Côté and Mitch Frazer (pension and employment).
Goodmans LLP represented the Special Committee of O&Y REIT with a team that included Dale Lastman, Neill May and Bob Vaux (securities).
Lou Macchione, David Ross, Bruce Chapple, Jonah Davids and Brett Stewart of McMillan Binch Mendelsohn LLP have assisted in-house counsel at BPO Properties Corp. and Brookfield Property Management Corp., Deborah Rogers, in connection with negotiation and settlement of shareholders' agreements, property management agreements, asset management agreements and ancillary agreements and cross charges between the co-owners, CPP Investment Board Real Estate Holdings Inc. (as to 50 per cent), BPO Properties (as to 25 per cent) and Arca Investments (as to 25 per cent), who have acquired, indirectly First Canadian Place, and who will be acquiring directly 23 other office buildings located in Ontario, Alberta and Manitoba.
Fraser Milner Casgrain LLP acted for the Canada Pension Plan Investment Board with a team that included Chris Pinnington, Jillian Shortt, Will Fung, Caroline Wang, Jules Lewy, Josh Yarmus, Andrea Centa, Tracey Patel, Heidi Clark and Gillian Akai.
Merrill Lynch provided acquisition financing on certain of the acquired properties and was represented by Blake, Cassels & Graydon LLP with a team that included Jim Hilton and Thomas von Hahn (real estate, Toronto) and Garth Anderson (real estate, Calgary).
The Brookfield Consortium entered into a lock-up agreement with a number of institutional holders of units, who collectively held approximately 36 per cent of the units (other than those held by O&Y Properties), pursuant to which they agreed to tender all units held by them to the takeover bid. Frank Allen and Paul Findlay from the Toronto office of Borden Ladner Gervais LLP assisted Sentry Select Capital Corp., one of the institutional holders.
Arca Investments was represented by McCarthy Tétrault LLP with a team that included John Fingret and Ian Arellano (business) and Jamie Orzech (real estate).
The acquisition was effected by way of concurrent and cross-conditional transactions pursuant to which the Brookfield Consortium: (i) acquired all of the outstanding common shares of O&Y Properties (Common Shares) by way of a court approved plan of arrangement and (ii) acquired 86.6 per cent of the outstanding limited voting units of O&Y REIT (Units), not including those already owned by O&Y Properties, by way of a takeover bid. On November 29, 2005, the Brookfield Consortium announced that it had completed the acquisition of the remaining outstanding units pursuant to a second-step transaction approved at a special meeting of unitholders of O&Y REIT held on November 28, 2005.
Deborah Rogers of Brookfield represented the Brookfield Consortium. She was assisted by Stikeman Elliott LLP with a team that included William Braithwaite, Brian Pukier,
Joel Binder and Amanda Linett (securities), Douglas Klaassen, Dana Porter and Jonathan See (real estate), Susan Hutton (competition), David Finkelstein and Susan Thomson (tax), Shana Ivall (employment) and Andrea Boctor (pensions).
A legal team led by Catherine Barbaro, corporate secretary and general counsel, and Elliott Feintuch, assistant general counsel, represented O&Y Properties and O&Y REIT. Fasken Martineau DuMoulin LLP acted as external counsel to O&Y Properties with a team led by Jonathan Levin and including Bruce Blain, Aaron Atkinson and Daniel Batista (securities), Douglas New and Aaron Stefan (competition), Kenneth Morlock (commercial), Samuel Rickett (litigation), Alan Schwartz and Mitchell Thaw (tax) and Stephen Risk, Richard Clare, Belinda James and Lise Rochette (real estate). Torys LLP acted as external counsel to O&Y REIT with a team led by Patricia Koval and including Christopher Fowles, Danial Lam, Jennifer Lennon, Sachin Aggarwal, Melissa Ewert and Allen Yi (corporate); Paul Kennedy, Sabrina Gherbaz, Kimberley Kowalik, Joanna Dybel and Scott Kraag (real estate); Jay Holsten (competition); Corrado Cardarelli (tax); and Christina Medland, Nadine Côté and Mitch Frazer (pension and employment).
Goodmans LLP represented the Special Committee of O&Y REIT with a team that included Dale Lastman, Neill May and Bob Vaux (securities).
Lou Macchione, David Ross, Bruce Chapple, Jonah Davids and Brett Stewart of McMillan Binch Mendelsohn LLP have assisted in-house counsel at BPO Properties Corp. and Brookfield Property Management Corp., Deborah Rogers, in connection with negotiation and settlement of shareholders' agreements, property management agreements, asset management agreements and ancillary agreements and cross charges between the co-owners, CPP Investment Board Real Estate Holdings Inc. (as to 50 per cent), BPO Properties (as to 25 per cent) and Arca Investments (as to 25 per cent), who have acquired, indirectly First Canadian Place, and who will be acquiring directly 23 other office buildings located in Ontario, Alberta and Manitoba.
Fraser Milner Casgrain LLP acted for the Canada Pension Plan Investment Board with a team that included Chris Pinnington, Jillian Shortt, Will Fung, Caroline Wang, Jules Lewy, Josh Yarmus, Andrea Centa, Tracey Patel, Heidi Clark and Gillian Akai.
Merrill Lynch provided acquisition financing on certain of the acquired properties and was represented by Blake, Cassels & Graydon LLP with a team that included Jim Hilton and Thomas von Hahn (real estate, Toronto) and Garth Anderson (real estate, Calgary).
The Brookfield Consortium entered into a lock-up agreement with a number of institutional holders of units, who collectively held approximately 36 per cent of the units (other than those held by O&Y Properties), pursuant to which they agreed to tender all units held by them to the takeover bid. Frank Allen and Paul Findlay from the Toronto office of Borden Ladner Gervais LLP assisted Sentry Select Capital Corp., one of the institutional holders.
Arca Investments was represented by McCarthy Tétrault LLP with a team that included John Fingret and Ian Arellano (business) and Jamie Orzech (real estate).
