Brookfield Properties Acquires Shares of Trizec Canada

On October 5, 2006, Brookfield Properties Corporation completed the acquisition of the outstanding shares of Trizec Canada Inc. for US$30.9809 per share. Simultaneously, Brookfield Properties and its joint venture partner, The Blackstone Group, completed the acquisition of the outstanding shares of Trizec Properties, Inc. (other than shares held by Trizec Canada) for US$29.0209 per share. As a result, Brookfield Properties and The Blackstone Group have acquired ownership of Trizec Properties' portfolio of office properties comprising approximately 26 million square feet of office space located in Houston, Los Angeles, New York, San Diego and Washington, D.C. The overall transaction was one of the largest in Canada in 2006. It was valued at approximately US$7.2 billion.

Brookfield Properties was represented in Canada by Goodman and Carr LLP with a team led by Murray J. Perelman (M&A) which also included Lida Bucyk (M&A); David Armstrong and David Ellison (corporate finance & securities); Steve Watson (competition, business finance); Andrew Biderman (business finance) and Cosimo Fiorenza and Bernard Morris (tax). In the US it was represented by Goodwin Procter LLP with a team led by Gilbert Menna (M&A, corporate), which also included Suzanne Lecaroz (M&A, corporate); Samuel Richardson, Mike Votto and Debbie Ende (real estate) and Mark Kirshenbaum (tax).

Trizec Canada was represented in Canada by Davies Ward Phillips & Vineberg LLP with a team that included William Gula, Carol Pennycook, Steven Harris, Philippe Rousseau, Kevin West and Conrad Druzeta (m&a, securities, corporate/commercial), Ian Crosbie and Siobhan Monaghan (tax) and Christopher Margison (competition). In the US, Trizec Canada was represented by Gerald Shepherd (corporate finance & securities) of Davies Ward Phillips & Vineberg LLP and Peter Blessing (tax) of Shearman and Sterling LLP.

Trizec Properties was represented in the US by Hogan & Hartson LLP with a team that included David Bonser, Bruce Gilchrist, J. Warren Gorrell Jr., Alex Johnson, Alex Park, Semira Asfaha, Kristin Choi, Jelena McWilliams, Darlene Robertson and Robert Smith (corporate); Prentiss Feagles and Cristina Arumi (tax); Margaret de Lisser (employee benefits) and Michele Harrington (antitrust).

The Blackstone Group LP was represented in Canada by Blake, Cassels and Graydon LLP, Ernest McNee (corporate and securities) and Jeffrey Trossman (tax) and in the US by Simpson, Thacher & Bartlett LLP with a team that included Alan Klein, Brian Stadler, Eric Swedenburg, James Wallace and Conan McIntyre (M&A); Greg Ressa, Scott Kobak, Sas Mehrara, Ari Stavsky, Wei Yu and Andrew Silverman (real estate); John Hart and Nancy Mehlman (tax); Andrea Wahlquist and Wonda Joseph (employee benefits).

Bear Stearns & Co., Inc., Merrill Lynch, Deutsche Bank acted as financial advisors to Brookfield Properties and/or Blackstone. Acquisition financing was provided by a group of lenders including Merrill Lynch, Bear Stearns, Deutsche Bank, Morgan Stanley and Royal Bank of Canada.
In Canada, the lenders were represented by Aird & Berlis LLP with a team that included Barbara Worndl, Sam Billard and Fiona Hickman. In the US, the lenders were represented by Cadwalader, Wickersham & Taft LLP with a team that included Alan Lawrence, Melissa Hinkle, Marc Daniel, Matthew Robertson, Ruining Ma, Mark Ableman and Teresa Long.