Brookfield Property Partners / Brookfield Office Properties
Bermuda-based Brookfield Property Partners L.P. increased the cash portion of an offer for Brookfield Office Properties Inc. of New York by $1 a share in late December, after talks with the independent committee vetting the bid. Brookfield Property first offered to buy the office landlord in September with a bid valued at $5 billion. Both companies are units of Toronto-based Brookfield Asset Management Inc.; the deal would group the parent’s commercial real estate investments under one umbrella.
Brookfield Office shareholders can choose to receive either one limited partnership unit of Brookfield Property or $20.34 in cash. The board of Brookfield Office said on Dec. 20 that it intended to recommend that shareholders accept the revised offer, which has a value of $5.1 billion. Brookfield Property already owns 51 per cent of Brookfield Office. Brookfield Office’s board said an analysis by Morgan Stanley Canada Ltd. found the fair value of its common shares to be $18.50 to $21.
Brookfield Office owns the 8 million-square-foot Brookfield Place New York and is lower Manhattan’s largest office landlord. In October the company bought MPG Office Trust Inc. to become the biggest office owner in downtown Los Angeles, where it already owns Bank of America Plaza. In Houston, the company owns the Allen Center complex, and in Toronto, it controls First Canadian Place. The company also has properties in Australia and the United Kingdom.
Brookfield Property said it would make its formal revised offer in the first quarter of 2014 and expects to complete the deal around the middle of the year. In its original offer, it said that the combined entity would have $45 billion in assets.
For acquirer Brookfield Property Partners L.P. (Hamilton, Bermuda)
In-House: Senior vice president and counsel Murray Goldfarb.
Torys: M&A/Securities: Andrew Beck, Karrin Powys-Lybbe, Mile Kurta, Cornell Wright and associates Miranda Callaghan, James Miller, Matthew Murphy and Jason Zhou. Tax: Corrado Cardarelli, James Guadiana, David Mattingly, counsel Richard Johnson and associates Leila Ross and Jonathan Weinblatt. Employment: counsel Lynne Lacoursière. (All are in Toronto except Kurta, Beck, Mattingly, Zhou, Guadiana and Weinblatt, who are in New York.) Torys represented Brookfield Asset Management Inc. in the creation and spinoff of Brookfield Property Partners in 2013. As part of the spin­off, Brookfield Property Partners acquired nearly all of Brookfield Asset Management’s commercial property operation, including its interest in Brookfield Office Properties.
Appleby Global: Corporate/Securities: James Bodi. (He is in Hamilton, Bermuda.)
For target Brookfield Office Properties Inc. (New York)
Davies, Ward, Phillips & Vineberg: M&A: William Ainley, Jason Galbraith, Peter Hong, Jeffrey Nadler and Gerald Shepherd. Tax: Siobhan Monaghan, Peter Glicklich and Raj Juneja. (All are in are in Toronto except Shepherd, Nadler and Glicklich, who are in New York.) —Laura King
Fortis / UNS Energy
Canada’s Fortis Inc. is once again expanding into the United States as part of its diversification plan, this time with a $2.5 billion acquisition of Tucson-based UNS Energy Corporation.
Fortis is Canada’s largest gas and electricity distributor; it is based in Canada’s easternmost province, Newfoundland and Labrador. Two years ago, Fortis bought Vermont-based CH Energy Group for $1.5 billion; it also owns Central Hudson, a utility in upstate New York, and Griffith Energy Services, which provides propane and heating oil to mid-Atlantic states. In addition, Fortis owns utilities in the Caribbean and power-generating assets in Belize. Overall, Fortis serves more than 2.4 million customers.
Fortis offered $60.25 a share for UNS on Dec. 11. The deal includes the assumption of $1.8 billion of UNS’s debt, bringing the total value to $4.3 billion. Fortis CEO John Marshall said the UNS deal “further mitigates business risk for Fortis by enhancing geographic diversification.”
For acquirer Fortis Inc. (St. John’s, Newfoundland and Labrador)
Davies, Ward, Phillips & Vineberg: Corporate/Securities: Richard Fridman, Jeffrey Nadler, James Reid, Scott Semer, Scott Tayne, Robin Upshall and associate Michael Jemczyk. Banking: Carol Pennycock. Tax: Raj Juneja and Siobhan Monaghan. (All are in Toronto except Nadler, Semer and Tyne, who are in New York.)
White & Case: M&A: John Reiss, Matthew Kautz and associates Sunny Kim and Luke Laumann. Finance: Earl O’Donnell, counsel Jane Reuger and associate Jennifer Mersing. (All are in New York except O’Donnell, Reuger and Mersing, who are in Washington, D.C.)
Snell & Wilmer: The firm, which did not identify the lawyers working on the deal by press time, is Arizona regulatory counsel.
For lead underwriter Scotiabank
Stikeman Elliott: Corporate: Joel Binder and associate Johan Mann. (They are in Toronto.)
Paul, Weiss, Rifkind, Wharton & Garrison: Christopher Cummings and Edwin Maynard. (They are in Toronto.)
For target UNS Energy Corporation (Tucson)
Baker Botts: Corporate: William Lamb, Michael Didriksen and associates Brendan Dignan and Brittany Uthoff. Global projects: Don Lonczak. Environmental: Matthew Kuryla and associate Zachary Craft. Tax: J. Rob Fowler and associate Brandon Essigman. (All are in New York except Lonczak, who is in Washington, D.C., and Kuryla, Fowler, Craft and Essigman, who are in Houston.) —L.K.
Pacific Rubiales Energy / Petrominerales
The biggest deal in Canada’s energy sector in 2013 closed on Nov. 28, when Toronto’s Pacific Rubiales Energy Corp. took over Calgary-based Petrominerales Ltd. in a transaction worth $909 million plus the assumption of $600 million in debt. Both firms operate mainly in Latin America and announced the friendly deal in late September.
Petrominerales shareholders received $11 per share plus one share of a new Brazil-focused exploration and production company known as ResourceCo. Pacific Rubiales says it is the largest oil and gas exploration and production company in Colombia.
For acquirer Pacific Rubiales energy corporation (Toronto)
In-House: General counsel Peter Volk. (He is in Toronto.)
Norton Rose Fulbright Canada: Corporate: Jorge Neher. M&A: Crispin Arthur and Terrance Dobbin. Corporate and securities: Paul Fitzgerald and Ava Yaskiel. Tax: Adrienne Oliver. Antitrust: Kevin Ackhurst and associates Andres Afandor, Santiago Gonzales Rojax, Matthew Hall and Krista Treasure. (All are in Toronto except Neher, who is in Bogotá, and Hall and Treasure, who are in Calgary.)
For target Petrominerales Ltd. (Calgary)
In-House: General counsel Andrea Hatzinikolas and senior corporate counsel James Maclean.
Torys: Corporate/M&A: Tony Cioni, Janan Paskaran and associate Yvan Moquin. Lending: Kevin Fougere. Securities: associate Christopher Roehrig. Tax: James Guadiana, David Mattingly, Craig Maurice, counsel Richard Johnson, and associates Ari Feder and Leila Ross. (All are in Calgary except Roehig, Guadiana, Feder and Mattingly, who are in New York, and Johnson and Ross, who are in Toronto.) Torys has been outside counsel to Petrominerales since 2012.
McCarthy Tétrault: The firm did not identify the lawyers working on the deal by press time.
For lender Bank of America Merrill Lynch
Osler, Hoskin & Harcourt: Financial services: Richard Borins. Corporate: Mark Trachuk. Tax: Gregory Wylie. (All are in Toronto.) Osler has acted as Canadian counsel for Bank of America on many of its financings. —L.K
Fairfax Financial / BlackBerry
Troubled BlackBerry Limited completed the $1 billion financing on Jan. 16 that it announced in November after Fairfax Financial Holdings Limited altered a proposal to buy the company for $4.7 billion.
Regulatory filings show that more than half of the money came from two institutional investors: $300 million from Canso Investment Counsel Ltd. of Richmond Hill, Ontario, and $250 million from Fairfax, BlackBerry’s largest shareholder. Fairfax and the other investors bought an additional $250 million of the interest-paying notes in January.BlackBerry said late last year that it was no longer seeking a buyer and would continue as an independent, publicly traded company.
For investor Fairfax Financial Holdings limited (Toronto)
McCarthy Tétrault: The firm did not identify the lawyers working on the deal by press time.
Shearman & Sterling: Capital markets: Jason Lehner, Ethan Siller and Kevin Roggow. M&A: Scott Petepiece, Sean Skiffington and Cody Wright. Antitrust: Jessica Delbaum. Litigation: Alan Gou­diss. Finance: Joshua Thompson. Executive compensation and employee benefits: Doreen Lilienfeld. Tax: Larry Crouch.
For Blackberry Limited (Waterloo, Ontario)
In-House: Chief legal officer Stephen Zipperstein, deputy general counsel–corporate and acquisitions Phil Kurtz, senior legal counsel Orysia Semotiuk and commercial counsel Gregory Best.
Torys: M&A/Capital markets: David Chaikof, John Emanoilidis, Glen Johnson and associates Stephen Abrahamson, Dean Kotwal, Paulina Taneva and Kevin Wall. Plan of arrangement: James Tory. Regulatory: J. Robert Prichard. Competition: Omar Wakil and associate Arezou Farivar. Lending: Tom Zverina. Intellectual property: Edward Fan. Employment: Lisa Talbot and counsel Lynne Lacoursière. Tax: Jerald Wortsman and Andrew Wong.
Blakes: M&A/Capital markets: Tim Andison, Jeffrey Lloyd, Eric Monik, John Wilkins and associates Adrian Cochrane, Richard Turner and Joseph Zed. Technology: Cheryl Slusarchuk. Tax: Ron Richler. (All are in Toronto except Slusarchuk, who is in Vancouver.)
Skadden, Arps, Slate, Meagher & Flom: M&A/Capital markets: Stephen Arcano, Christopher Barlow, Richard Grossman and Neil Stronski. —L.K.