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Brookfield Property Partners has announced:

that it proposes to acquire Brookfield Office Properties Inc. (NYSE: BPO; TSX: BPO) (“BPO”) through a tender offer for “any or all” of the common shares of BPO that it does not currently own (the “Offer”) for consideration value of $19.34 per common share of BPO. Each BPO shareholder can elect to receive consideration per BPO common share of either 1.0 limited partnership unit of Brookfield Property Partners or $19.34 in cash, subject in each case to pro-ration based on a maximum of 174 million BPY limited partnership units (67% of the total value of shares tendered to the Offer) and a maximum cash consideration of $1.7 billion (33% of the total value of shares tendered to the Offer). BPO shareholders who receive limited partnership units will be able to do so on a tax-deferred basis.
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The Offer price represents a premium of 17% to the 30-day volume weighted average price of BPO shares on the New York Stock Exchange and 16% to the 30-day volume weighted average price of BPO shares on the Toronto Stock Exchange, and a 15% premium to the closing price of BPO shares on September 27, 2013 on each of those exchanges.

Based on the current trading price of Brookfield Property Partners’ limited partnership units, the transaction is valued at $5 billion. If Brookfield Property Partners increases its 51% ownership in BPO to 100%, it will be one of the largest global commercial real estate companies, with $45 billion of assets and ownership comprising over 330 million sq. ft. of office, retail, industrial and multi-family assets in key global gateway markets on four continents.

If sufficient BPO common shares are tendered, Brookfield Property Partners intends to acquire any common shares which remain outstanding following the tender offer through a compulsory acquisition or other statutory transaction on the same basis as the Offer. In this event, BPO public shareholders would own approximately 27% of the outstanding limited partnership units of Brookfield Property Partners (including Brookfield Asset Management’s (“Brookfield”) redeemable partnership units on a fully-exchanged basis).

Brookfield Property Partners intends to finance the cash portion of the Offer through an acquisition facility with a syndicate of banks. In order to refinance the facility, Brookfield Property Partners will consider a number of alternatives, including asset sales, asset level debt financings and issuances of corporate debt, preferred stock and/or equity. To support the transaction, Brookfield and its affiliates have agreed to forego any Equity Enhancement Fee in respect of the acquisition facility which would otherwise by contract be payable to it.

The Offer will be subject to customary conditions including, among other things, that Brookfield Property Partners has determined, acting reasonably, that no material adverse effect exists or has occurred. The Offer will not include a minimum condition with respect to the number of common shares tendered, and Brookfield Property Partners will acquire any or all of the common shares that are tendered to the Offer.

There is some resistance to the bid:

Macquarie Group analyst Rob Stevenson called the offer too low, “especially given [Brookfield Property’s] ownership interest, as well as the fact that 33 per cent of the total consideration will be paid in cash.” He said Brookfield Property’s 51-per-cent stake in the target could block an approach by another bidder.

“A perceived ‘low-ball’ offer by [Brookfield Property] or the parent entity, Brookfield Asset Management, has long been a fear of U.S. real estate investors when it comes to [Brookfield Office Properties],” Mr. Stevenson wrote in a research note on Monday.

Another Macquarie analyst, Michael Smith, agrees the offer is too low but said there is a chance Brookfield Property could raise it to $20.53 to reflect Brookfield Office’s net asset value.

DBRS comments:

BPP currently has a controlling interest in BPO through its 51% ownership. Any change in the level of ownership in and of itself would not change the credit risk profile of BPO as DBRS expects the Offer will not result in any material changes in BPO’s business operations or financial policy.

In addition, DBRS notes that BPP intends to keep all of the corporate debt and preferred shares of BPO outstanding regardless of its ownership level in BPO. BPO currently has $330 million of senior unsecured notes and $2.2 billion of preferred shares outstanding.

However, if BPP acquires 100% of the common shares of BPO, BPP may consider making an offer to the holders of BPO’s outstanding Class AAA, Series G, H, J and K preferred shares that are convertible into common shares to exchange their shares for equivalent shares of another subsidiary of BPP which would be exchangeable for units of BPP under certain conditions.

Additionally, they are sanguine about the effect on the ultimate parent, Brookfield Asset Management (BAM):

DBRS noted that the offer, if accepted by BPO’s shareholders, is expected to close in the first half of 2014. The proposed transaction is consistent with BAM’s ongoing corporate restructuring by designating BPY as the flagship listed holding company for its equity interests in the properties segment, and is not expected to affect BAM’s corporate level debt, as the transaction is intended to be funded at the BPY level. Should there be any future change in the details of the transaction and its financing, DBRS will assess the impact of such change on BAM’s rating.

I find this a little difficult to understand, because BPY.UN will be laying out cash as part of the purchase and has not ruled out financing this layout with debt. This should have some effect on BPY.UN’s credit quality and hence on the certainty of dividends that can flow upstream to BAM.

S&P hasn’t yet commented, but in their recent downgrade of BPO, they noted:

“The downgrade reflects our view that the company’s financial profile will remain weak over the next two years due to the pending large vacancy at Brookfield Place New York and uncertainty regarding the company’s commitment to strengthening fixed-charge coverage and debt-to-EBITDA metrics longer term, given the potential for meaningful development pursuits and/or other largely debt-financed growth,” said credit analyst Elizabeth Campbell.
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We don’t expect further downside pressure to the rating over the next two years. However, our credit perspective could change if BAM’s or BPY’s strategic evolution materially alters the operating platform or legal structure of Brookfield Office or fixed-charge coverage falls below 1.3x.

The ultimate parent, Brookfield Asset Management, has the following preferred shares outstanding:
FixedResets BAM.PF.A, BAM.PF.B, BAM.PR.P, BAM.PR.R, BAM.PR.T, BAM.PR.X, BAM.PR.Z
Floaters BAM.PR.B, BAM.PR.C, BAM.PR.K
RatchetRate BAM.PR.E
FixedFloater BAM.PR.G
OperatingRetractible BAM.PR.J
Straight Perpetual BAM.PR.M, BAM.PR.N, BAM.PF.C

BPO has the following preferred share issues outstanding:
OperatingRetractible BPO.PR.H, BPO.PR.J, BPO.PR.K,
FixedReset BPO.PR.L, BPO.PR.N, BPO.PR.P, BPO.PR.R, BPO.PR.T,
Floaters BPO.PR.W, BPO.PR.X, BPO.PR.Y

It is the BPO OperatingRetractibles that DBRS thinks might be the subject of an exchange offer.

This entry was posted on Monday, September 30th, 2013 at 9:07 pm and is filed under Issue Comments. You can follow any responses to this entry through the RSS 2.0 feed. You can leave a response, or trackback from your own site.