A trio of Am Law 100 firms and one leading Canadian firm are advising commercial real estate giant Brookfield Asset Management on two notable transactions.
Brookfield Property Partners (BBP), spun off earlier this year from its Toronto-based parent, announced Friday that it had agreed to pay $1.4 billion to acquire shares and warrants necessary to increase its stake in General Growth Properties to 32 percent from 25 percent, according to sibling publication GlobeSt.
A Brookfield spokeswoman says that Goodwin Procter, Willkie Farr & Gallagher and Canadian firm Torys are advising BPP on the deal, which Bloomberg reports will also see BPP increase its holdings in General Growth spin-off Rouse Properties to 39 percent.
Brookfield first bought into General Growth—the second-largest mall owner in the country—after it helped finance the company’s exit from bankruptcy three years ago. Willkie advised Brookfield in early 2011 when it paid roughly $800 million in cash for a slice of General Growth owned by Fairholme Capital Management. That stake was transferred to BPP upon its formation earlier this year.
Willkie capital markets cochair Gregory Astrachan and asset management partner James Silk are currently advising BPP on the General Growth deal. Goodwin Procter, which has handled other matters for Brookfield-related entities, is fielding a team led by real estate private investment funds cochair John Ferguson, tax partner Mark Kirshenbaum and corporate partner Brynn Peltz.
Karrin Powys-Lybbe, cohead of the corporate practice at Torys, is also advising BPP along with corporate partner Mile Kurta and associates Sophie Courtois, Peter Danner, Adrienne DiPaolo, Raegan Kennedy, Anthony Tam and Jason Zhou. (Kurta joined the firm’s New York office last year from Cravath, Swaine & Moore, where he was a senior attorney.)
Another Torys team, also led by Powys-Lybbe, is currently counseling BPP on its $5 billion cash-and-stock bid made in late September to buy the remaining 49 percent it doesn’t already own in Toronto-based Brookfield Office Properties, which is 51 percent owned by Brookfield. A deal would consolidate the $45 billion in real estate assets owned by both Brookfield subsidiaries. Last week an independent committee of Brookfield Office directors retained rival Canadian firm Davies Ward Phillips & Vineberg to help evaluate the offer.
A.J. Silber, a former Torys associate, serves as vice president of legal affairs and corporate secretary for Brookfield. Jeffrey Blidner, a senior managing partner at Brookfield, was previously a senior partner at Goodman and Carr, a top Toronto firm that closed its doors in 2007.
Frank McKenna, an attorney and former Canadian ambassador to the United States, has served as chairman of the board of directors at Brookfield since 2010. Columbia Law School professor Lance Liebman is an independent member of the company’s board.
Brookfield, which has roughly $150 million in assets under management, also announced last week that it had closed a $7 billion global infrastructure fund. GlobeSt reported that the fund’s initial target was $5 billion and that the final $7 billion figure is one of the largest ever raised in the space.
Y. Shukie Grossman, cohead of the U.S. private funds group at Weil, Gotshal & Manges, is leading a team from the firm advising Brookfield on the fund formation that includes tax partner Robert Frastai and associates Andrew Chizzik, Lauren Daniel and JoonBeom Pae. Current senior counsel John Zuccotti, a former deputy mayor of New York City, currently serves as cochairman of the board at Brookfield Office.
Weil has enjoyed close ties with Brookfield. In August, Weil advised BPP on its $1.1 billion acquisition of Industrial Developments International from Japan’s Kajima Corp., according to our previous reports. Weil also helped Brookfield form BPP as a joint venture last year with Dallas-based Hillwood Development before spinning it off into its own entity in April.
Weil also served as bankruptcy cocounsel to General Growth in its Chapter 11 case and an SEC filing made last week by the Chicago-based mall owner shows that it continues to rely on the firm for counsel.
As for Brookfield, formed out of the 1990s bankruptcy of Olympia & York (one of the largest commercial real estate busts in history), it continues to provide transactional work for a variety of Am Law 200 firms. The asset management giant tapped Stoel Rives for counsel this summer on its $3.7 billion sale of timberland assets to two different buyers.
Goodwin Procter and Fried, Frank, Harris, Shriver & Jacobson also recently advised Brookfield Office on the completion of its $180 million buy of Los Angeles–based commercial real estate landlord MPG Office Trust. And Skadden, Arps, Slate, Meagher & Flom took the lead for Deutsche Bank in June when it was part of a syndicate of banks providing $1 billion in financing for Brookfield Office’s Brookfield Place development in downtown Manhattan.
Weil represented Brookfield Office in late 2011 when it agreed to pay Bank of America an undisclosed sum to take control of the remaining 49 percent it didn’t already own in Manhattan’s Four World Financial Center, which will be renamed Brookfield Place later this year. Earlier this year Jones Day was reportedly in talks about taking 400,000 square feet of space in the 34-story office tower.