Brookfield again extends tender offer for MPG Office Trust preferreds

By Angela McDaniels

Tacoma, Wash., Aug. 30 - Brookfield Office Properties Inc. announced that DTLA Fund Holding Co. and Brookfield DTLA Fund Properties Holding Inc. extended their tender offer for MPG Office Trust, Inc.'s 7.625% series A cumulative redeemable preferred shares to midnight ET at the end of Sept. 9 from Aug. 30.

The offer was previously scheduled to expire on Aug. 23 and, before that, Aug. 16, Aug. 9, Aug. 2, July 24 and July 17.

The company is offering $25.00 per preferred. It will not pay accrued dividends.

As of Aug. 29, 83,424 preferreds had been tendered and not withdrawn. The figure was 73,199 on Aug. 15, 75,599 on Aug. 1 and 190,225 on July 23.

Lawsuit

As reported on July 11, a preferred shareholder filed a class-action lawsuit challenging Brookfield's proposed acquisition of MPG and its tender offer for the preferreds.

The shareholder requested an injunction preventing the closing of either transaction until they are restructured. MPG and Brookfield agreed not to close the merger or the tender offer until the Circuit Court of Baltimore City, Md., rules on the request.

According to a news release from the plaintiff's lawyers, MPG has not paid any dividends to its preferred shareholders since 2008. Under the contract governing the preferreds, the company owes more than $9 per share of accrued dividends.

Brookfield's tender offer pays nothing to the preferred shareholders for the accrued dividends. The news release said that shareholders who do not participate in the tender offer will have their preferred stock canceled and converted into new preferred stock of a Brookfield-controlled entity, and Brookfield will decide whether to pay any of the accrued dividends to these non-tendering shareholders.

The lawsuit alleges that the tender offer and merger, as structured, violate the contract governing the preferred stock because the contract promises that preferred shares will not be converted without shareholder consent.

The depositary and paying agent is American Stock Transfer & Trust Co., LLC. The information agent is MacKenzie Partners, Inc. (800 322-2885).

Brookfield is a commercial real estate company with corporate offices in New York, Toronto and Sydney, Australia. Los Angeles-based MPG is an owner and operator of class A office properties.

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