MPG Office Trust, Inc. (NYSE:MPG) and Brookfield Office Properties Inc. (NYSE:BPO) (TSX:BPO) announced today that the principal conditions precedent to Brookfield Office Properties Inc.’s (“BPO”) acquisition of MPG Office Trust, Inc. (“MPG”), including approval of MPG’s common stockholders and the receipt of certain consents from MPG’s lenders, have been satisfied or will be satisfied at the closing. BPO and certain subsidiaries of Brookfield DTLA Holdings LLC, a newly formed fund controlled by BPO (the “DTLA Fund”), also announced today that they are extending their previously announced cash tender offer to purchase all outstanding shares of preferred stock of MPG until 6:00 p.m., New York City time, on Monday, October 14, 2013. Additionally, MPG and BPO also announced today that they expect to close the transaction on October 15, 2013.
BPO previously announced its intention to acquire MPG pursuant to a merger agreement, dated as of April 24, 2013, by and among DTLA Fund, Brookfield DTLA Fund Office Trust Investor Inc., Brookfield DTLA Fund Office Trust Inc., Brookfield DTLA Fund Properties LLC, MPG and MPG Office, L.P.
DTLA Fund Holding Co. and Brookfield DTLA Fund Properties Holding Inc. (together, the “Offerors”), both direct wholly owned subsidiaries of the DTLA Fund, previously commenced an offer to purchase all outstanding shares of 7.625% Series A Cumulative Redeemable Preferred Stock of MPG at a price of $25.00 per share, without interest and less any required withholding taxes, upon the terms and subject to the conditions applicable to the offer described in the tender offer statement on Schedule TO filed on June 14, 2013, as amended from time to time (the “Schedule TO”). Upon the closing of the tender offer, preferred stockholders of MPG will receive $25.00 in cash for each share of MPG preferred stock validly tendered and not validly withdrawn in the offer, with interest and less any required withholding taxes. Shares of MPG preferred stock that are tendered and accepted for payment in the tender offer will not receive any accrued and unpaid dividends on those shares.
BPO and the Offerors announced today that they are extending the tender offer until 6:00 p.m., New York City time, on Monday, October 14, 2013. The tender offer had been previously set to expire at 5:00 p.m., New York City time, on Thursday, October 10, 2013. Except for the extension of the expiration date, all other terms and conditions of the tender offer remain unchanged.