Brookfield Office Properties Inc. · TSX:BPO.PR.A
Brookfield Office Properties — Merger or Acquisition (September 2013)
16 slides from Brookfield Office Properties's merger presentation, Sep 30, 2013
Slide 1: Brookfield Property Partners Investor Presentation September 2013
Brookfield Property Partners Investor Presentation September 2013 All figures in US$ unless otherwise noted
Slide 2: Executive Summary
Executive Summary • Brookfield Property Partners (“BPY”) is proposing to acquire “any or all” of the common shares of Brookfield Office Properties (“BPO”) that it does not currently own at a price of $19.34 per share » For each BPO common share, holders can elect to receive either 1.0 limited partne
Slide 3: Globally Diversified Portfolio of Premier Properties
Globally Diversified Portfolio of Premier Properties 1 NORTH AMERICA SOUTH AMERICA EUROPE AUSTRALIA OFFICE $35.3B AUM2 $1.0B AUM2 $3.0B AUM2 $5.9B AUM2 • 154 properties, 90 msf and 19 msf development pipeline • $30 billion in assets 2 RETAIL • 165 high quality regional malls, 153 msf • Average sales
Slide 4: Diversity Across Geographies and Property Sectors
Diversity Across Geographies and Property Sectors 1 Invested Capital 2 By Sector By Geography By Type of Investment Multi-family, Funds, 5% Industrial and Other, 4% Brazil, 15% Canada, 10% Retail, 32% Public, 30% Office, 64% Europe, 2% Direct, 65% Australia, 7% US, 66% 1. Assumes BPY acquires 100% o
Slide 5: Attractive Premium for BPO Shareholders
Attractive Premium for BPO Shareholders Offer Premiums (All amounts in US$) BPO Share Price 1 Offer Premium Since BPY Spinoff (4/15/2013) VWAP $17.16 12.7% 90-day VWAP $16.67 16.0% 30-day VWAP $16.51 17.1% Last Close (9/27/2013) $16.77 15.3% BPO Five Year Share Price Trading History Relative Price H
Slide 6: Accretive to Key Metrics
Accretive to Key Metrics $30.00 $1.60 $25.00 $1.40 $1.20 $20.00 $1.00 $15.00 $0.80 $10.00 $0.60 $0.40 $5.00 $0.20 $0.00 $0.00 IFRS Value Per Share 2, 4 2014E FFO Per Share 3, 4 Price Per Share 1 Dividend Per Share BPO BPY BPO BPY Immediately accretive to BPO shareholders on a per share basis across
Slide 7: Other Benefits to BPO Shareholders
Other Benefits to BPO Shareholders x Ownership in Brookfield’s global real estate vehicle investing in office, Stake in Brookfield’s retail, industrial and multi-family sectors Global Vehicle to x Upside from Brookfield’s opportunistic sourcing of transactions Invest in Real Estate across sectors an
Slide 8: Benefits to BPY Unitholders
Benefits to BPY Unitholders x Increases exposure to one of the highest quality portfolios of office High Quality Office properties in top global markets Properties at Attractive Price x Upside potential as office markets recover, Manhattan properties are leased and development plan is executed Enhan
Slide 9: Upside to BPY Units by Closing Trading Discount
Upside to BPY Units by Closing Trading Discount • BPY units trade at a significant discount to Office and Mall REIT peers • Transaction expected to be a catalyst to narrow the valuation gap between BPY and its peers and provide upside from BPY’s current trading price FFO Yield (%) Dividend Yield (%)
Slide 10: Transaction Structure
Transaction Structure x Tender Offer x Offer to acquire any or all shares of BPO that BPY does not currently own x Offer price of $19.34 for each share of BPO x For each BPO common share, holders can elect to receive either 1.0 limited partnership unit of BPY or $19.34 in cash x Consideration will b
Slide 11: Financing Plan
Financing Plan • BPY plans to raise a $1.7 billion acquisition facility to fund cash portion of the transaction • Long term financing plan: » Primary source of funds to repay the acquisition facility will be asset sales » Alternatively, BPY may raise proceeds through issuances of corporate level deb
Slide 12: BPY Pro Forma Income Statement by Segment
BPY Pro Forma Income Statement by Segment 1 (US$ Millions) Six months ended June 30, 2013 Proportionate 2 Standalone Adjustments Unaudited Pro Forma 3 For BPO Transaction Pro Forma Net Operating Income Office $414 $369 $783 Retail 297 - 297 Multi-family, Industrial and Other 75 6 81 Net Operating In
Slide 13: BPY Pro Forma Balance Sheet by Segment
BPY Pro Forma Balance Sheet by Segment 1 (US$ Millions) As at June 30, 2013 Proportionate 2 Standalone Adjustments Unaudited Pro Forma 3 For BPO Transaction 4 Pro Forma Assets Office $16,577 $13,906 $30,483 Retail 11,763 - 11,763 Multi-family, Industrial and Other 2,856 164 3,020 Corporate 24 - 24 T
Slide 14: Next Steps and Indicative Timing
Next Steps and Indicative Timing Date Primary Action Item Sept. 30, 2013 Announce intention to make offer Week of Sept. 30, 2013 BPO to establish independent committee and retain independent counsel and financial advisor Nov. 2013 BPY file offer documents with SEC Feb. 2014 Mailing and filing of off
Slide 15: Important Cautionary Notes
Important Cautionary Notes Brookfield Property Partners expects to file a Registration Statement on Form F-4, a Transaction Statement on Schedule 13e-3 and a Tender Offer Statement on Schedule 14D1-F (collectively, with the accompanying letter of transmittal and related documents, the “Exchange Offe
Slide 16: Important Cautionary Notes: Forward-Looking Statements
Important Cautionary Notes Forward-Looking Statements This document contains “forward-looking information” within the meaning of Canadian provincial securities laws and applicable regulations. Forward-looking statements include statements that are predictive in nature, depend upon or refer to future
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