Docstoc

Prospectus MAGUIRE PROPERTIES INC - 7-11-2013

Document Sample
Prospectus MAGUIRE PROPERTIES INC - 7-11-2013 Powered By Docstoc
					Table of Contents




                                             UNITED STATES
                                 SECURITIES AND EXCHANGE COMMISSION
                                                      Washington, D.C. 20549

                                                           FORM 8-K
                                                      CURRENT REPORT
                              Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


                                           Date of Report (Date of earliest event reported):
                                                           July 10, 2013

                                          MPG OFFICE TRUST, INC.
                                         (Exact name of registrant as specified in its charter)



                  Maryland                                  001-31717                                     04-3692625
(State or other jurisdiction of incorporation)        (Commission File Number)                 (IRS Employer Identification Number)


               355 South Grand Avenue, Suite 3300
                     Los Angeles, California                                                        90071
               (Address of principal executive offices)                                           (Zip Code)

                                         (Registrant’s telephone number, including area code)
                                                             213-626-3300


                                                              N/A
                                    (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:


      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
                                               TABLE OF CONTENTS



               Item 1.01    Entry into a Material Definitive Agreement.
               Item 8.01    Other Events.
               Item 9.01    Financial Statements and Exhibits.

Signatures

Exhibit 2.1    Second Amendment to Agreement and Plan of Merger, dated as of July 10, 2013, by and among MPG Office
               Trust, Inc., MPG Office, L.P., Brookfield DTLA Holdings LLC (which was converted from a Delaware limited
               partnership on May 10, 2013), Brookfield DTLA Fund Office Trust Investor Inc., Brookfield DTLA Fund Office
               Trust Inc., and Brookfield DTLA Fund Properties LLC.
Exhibit 99.1   Press release dated July 10, 2013
Table of Contents


                                         Section 1 – Registrant’s Business and Operations

Item 1.01           Entry into a Material Definitive Agreement.

        On July 10, 2013, MPG Office Trust, Inc., a Maryland corporation (the “Company”), MPG Office, L.P., a Maryland
limited partnership (the “Partnership”), Brookfield DTLA Holdings LLC, a Delaware limited liability company that was converted
from a Delaware limited partnership on May 10, 2013 (“Parent”), Brookfield DTLA Fund Office Trust Investor Inc., a Maryland
corporation (“Sub REIT”), Brookfield DTLA Fund Office Trust Inc., a Maryland corporation (“REIT Merger Sub”), and
Brookfield DTLA Fund Properties LLC, a Maryland limited liability company (“Partnership Merger Sub”) (Parent, Sub REIT,
REIT Merger Sub and Partnership Merger Sub, collectively, the “Brookfield Parties”), entered into a Second Amendment to
Agreement and Plan of Merger (the “Amendment”) to that certain Agreement and Plan of Merger, dated as of April 24, 2013 (as
amended by that certain Waiver and First Amendment to Agreement and Plan of Merger, the “Merger Agreement”), which
provides for the merger of the Company with and into REIT Merger Sub (the “REIT Merger”), with REIT Merger Sub surviving
the REIT Merger (the “Surviving Entity”), and a merger of Partnership Merger Sub with and into the Partnership (the “Partnership
Merger” and, together with the REIT Merger, the “Mergers”), with the Partnership surviving the Partnership Merger (the
“Surviving Partnership”).

        The Amendment amends the Merger Agreement to permit the Company to release third parties currently subject to
confidentiality agreements with the Company from any standstill or similar provision contained in such agreements.

        A copy of the Amendment is attached hereto as Exhibit 2.1. The foregoing description of the Amendment does not
purport to be complete and is qualified in its entirety by reference to the full text of the Amendment.


                                                      Section 8 – Other Events

Item 8.01           Other Events.

Memorandum of Understanding

        After the announcement of the execution of the Merger Agreement, five putative class actions on behalf of holders of the
Company’s common stock were filed against the Company, the members of the board of directors of the Company, the
Partnership, Brookfield Office Properties Inc. (“BPO”), Sub REIT, REIT Merger Sub, Partnership Merger Sub and Brookfield
DTLA Inc. Two of the lawsuits were filed in the Superior Court of the State of California in Los Angeles County while the other
three lawsuits were filed in the Circuit Court for Baltimore City, Maryland. The plaintiffs in these lawsuits are purported holders
of the Company’s common or preferred stock and are purportedly acting on behalf of a putative class of holders of common or
preferred stock, as applicable. We refer to these putative class actions collectively as the “common stock merger litigation.”

         On July 10, 2013, solely to avoid the costs, risks and uncertainties inherent in litigation, the Company and the other
named defendants in the common stock merger litigation signed a memorandum of understanding (the “MOU”), regarding a
proposed settlement of all claims asserted therein. The MOU provides, among other things, that the parties will seek to enter into a
stipulation of settlement which provides for the release of all asserted claims. The asserted claims will not be released until such
stipulation of settlement is approved by the court. There can be no assurance that the parties will ultimately enter into a stipulation
of settlement or that the court will approve such settlement even if the parties were to enter into such stipulation. Additionally, as
part of the MOU, the Company has agreed (i) to make certain additional disclosures related to the proposed merger, (ii) to amend
the merger agreement to permit the Company to release third parties currently subject to confidentiality agreements with the
Company from any standstill restrictions contained in such agreements, and (iii) to file this Current Report on Form 8-K and
related press release. Finally, in connection with the proposed settlement, the plaintiffs intend to
Table of Contents

seek, and the defendants have agreed to pay, an award of attorneys’ fees and expenses in an amount to be determined by the
Superior Court of the State of California in Los Angeles County. This payment will not affect the amount of consideration to be to
be received by the Company’s stockholders pursuant to the terms of the Merger Agreement.

        The Company issued a press release on July 10, 2013 announcing the entry into the Amendment and the MOU. A copy of
the press release is attached hereto as Exhibit 99.1.

Additional Information about the Proposed Transaction and Where to Find It

         This document shall not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of
any vote or approval. In connection with the proposed merger transaction, the Company has filed a proxy statement with the U.S.
Securities and Exchange Commission (the “SEC”). The Company also may file other relevant documents with the SEC regarding
the proposed merger transaction. Separately, one of the subsidiaries of BPO has filed tender offer materials with the SEC and the
Company has filed a Solicitation/Recommendation Statement with respect to the tender offer. In addition, an affiliate of BPO has
filed a registration statement with the SEC relating to preferred stock of such affiliate that may be issued to holders of the
Company’s preferred stock who do not tender into the tender offer. The tender offer materials (including an Offer to Purchase, a
related Letter of Transmittal and certain other offer documents) and the Solicitation/Recommendation Statement, as well as the
related registration statement, contain important information, which should be read carefully before any decision is made with
respect to the tender offer. INVESTORS ARE URGED TO READ THE PROXY STATEMENT, THE TENDER OFFER
DOCUMENTS, THE SOLICITATION/RECOMMENDATION STATEMENT, THE RELATED REGISTRATION
STATEMENT AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC BECAUSE THEY CONTAIN
IMPORTANT INFORMATION. You may obtain a free copy of the proxy statement, the tender offer materials (including an
Offer to Purchase, a related Letter of Transmittal and certain other offer documents), the Solicitation/Recommendation Statement,
the related registration statement and other relevant documents filed by the Company with the SEC at the SEC’s website at
www.sec.gov . Copies of the documents filed by the Company with the SEC are available free of charge on the Company’s
website at www.mpgoffice.com or by directing a written request to MPG Office Trust, Inc., 355 South Grand Avenue, Suite 3300,
Los Angeles, California 90071, Attention: Peggy Moretti. Copies of the tender offer materials and the
Solicitation/Recommendation Statement, as well as the related registration statement, may also be obtained for free by contacting
the Information Agent for the tender offer named in the tender offer materials.

Participants in the Merger Solicitation

        The Company and its directors and executive officers and other members of management and employees may be deemed
to be participants in the solicitation of proxies in respect of the proposed transaction. You can find information about the
Company’s executive officers and directors in the Company’s Annual Report on Form 10-K filed with the SEC on
March 18, 2013. Additional information regarding the interests of such potential participants is included in the proxy statement
and other relevant documents filed with the SEC. You may obtain free copies of these documents from the Company using the
sources indicated above.

Forward-Looking Statements

         In addition to historical information, this Current Report on Form 8-K (including information included or incorporated by
reference herein) contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995
(set forth in Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of
1934, as amended). These forward-looking statements, which are based on current expectations, estimates and projections about
the industry and markets in which the Company operates and beliefs of and assumptions made by Company management, involve
risks and uncertainties that could significantly affect the financial results of the Company. Words such as “expects,” “anticipates,”
“intends,” “plans,” “believes,” “projects,” “seeks,” “estimates,” variations of such words and similar expressions are intended to
identify such forward-looking statements, which generally are not historical in nature.
Table of Contents

         Such forward-looking statements include, but are not limited to, statements about the benefits of the business combination
transaction involving the Company. All statements that address operating performance, events or developments that are expected
or anticipated to occur in the future, including statements relating to rent and occupancy growth, general conditions in the
geographic areas where the Company operates and the availability of capital, are forward-looking statements. These statements
are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict.
Although the Company believes the expectations reflected in any forward-looking statements are based on reasonable
assumptions, there can be no assurance that such expectations will be attained and therefore, actual outcomes and results may
differ materially from what is expressed or forecast in such forward-looking statements. Some of the factors that may affect
outcomes and results include, but are not limited to: (i) national, international, regional and local economic climates, (ii) changes
in financial markets, interest rates, credit spreads, and foreign currency exchange rates, (iii) changes in the real estate markets,
(iv) maintenance of real estate investment trust status, (v) availability of financing and capital, (vi) risks associated with the ability
to consummate the merger and the timing of the closing of the merger, and (vii) those additional risks and factors discussed in
reports filed with the SEC by the Company from time to time. The Company does not undertake any duty to update and revise
statements contained in these materials based on new information or otherwise.


                                            Section 9 – Financial Statements and Exhibits

Item 9.01           Financial Statements and Exhibits.

        (a)         Financial statements of businesses acquired: None.

        (b)         Pro forma financial information: None.

        (c)         Shell company transactions: None.

        (d)         Exhibits:

         The following exhibits are filed or furnished with this Current Report on Form 8-K:


Exhibit No.           Description

2.1*                 Second Amendment to Agreement and Plan of Merger, dated as of July 10, 2013, by and among MPG Office
                     Trust, Inc., MPG Office, L.P., Brookfield DTLA Holdings LLC (which was converted from a Delaware limited
                     partnership on May 10, 2013), Brookfield DTLA Fund Office Trust Investor Inc., Brookfield DTLA
                     Fund Office Trust Inc., and Brookfield DTLA Fund Properties LLC.
99.1**               Press release dated July 10, 2013
_________
* Filed herewith.
** Furnished herewith.
Table of Contents


                                                         SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly authorized.


                                                                 MPG OFFICE TRUST, INC.
                                                                 Registrant

                                                                /s/ PEGGY M. MORETTI
                                                                Peggy M. Moretti
                                                                Executive Vice President,
                                                                Investor and Public Relations
                                                                & Chief Administrative Officer


Dated: As of July 10, 2013
                                                                                                               Exhibit 2.1


                     SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER

        This SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “ Amendment ”), dated as
of July 10, 2013, is entered into by and among MPG Office Trust, Inc., a Maryland corporation, MPG Office, L.P., a
Maryland limited partnership, Brookfield DTLA Holdings LLC, a Delaware limited liability company (which was
converted from a Delaware limited partnership on May 10, 2013), Brookfield DTLA Fund Office Trust Investor Inc., a
Maryland corporation, Brookfield DTLA Fund Office Trust Inc., a Maryland corporation, and Brookfield DTLA Fund
Properties LLC, a Maryland limited liability company (each, a “ Party ”, and collectively, the “ Parties ”). Capitalized
terms used herein and not otherwise defined shall have the same meanings as set forth in the Agreement and Plan of
Merger, dated as of April 24, 2013, by and among the Parties (as amended by that certain Waiver and First Amendment
to Agreement and Plan of Merger, dated as of May 19, 2013, the “ Agreement ”).

       WHEREAS, Section 10.04 of the Agreement provides that amendments may be made to the Agreement by
execution of an instrument in writing signed by each of the Parties; and

        WHEREAS, the Parties wish to amend the Agreement in order to permit the Company to waive certain
standstill provisions of the Third Party Confidentiality Agreements.

        NOW, THEREFORE, in consideration of the premises and the mutual covenants, agreements and provisions
herein contained, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

       1.    Amendment to the Agreement . The following provision shall be inserted into the Agreement as a new
Section 7.04(f): Notwithstanding anything to the contrary in the Agreement, including, without limitation, this
Section 7.04, the Company shall be permitted to release any Person from, and amend or waive, any standstill or similar
provision under any Third Party Confidentiality Agreement.

        2.   Full Force and Effect . Except as expressly amended hereby, each term, provision and Exhibit of the
Agreement (i) is hereby ratified and confirmed, (ii) is hereby incorporated herein and (iii) will and does remain in full
force and effect. This Amendment may not be amended except by an instrument in writing signed by the Parties.

      3.   Mutual Drafting . Each Party hereto has participated in the drafting of this Amendment, which each Party
acknowledges is the result of extensive negotiations between the Parties.

        4.    Severability . If any term or other provision of this Amendment is invalid, illegal or incapable of being
enforced by any rule of Law, or public policy, all other conditions and provisions of this Amendment shall nevertheless
remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not
affected in any manner materially adverse to any party. Upon such determination that any term or other provision is
invalid, illegal or incapable of being enforced, the Parties hereto shall negotiate in good faith to modify this
Amendment so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in
order that transactions contemplated by this


                                                             1
Amendment be consummated as originally contemplated to the fullest extent possible and the relevant provision may
be given effect to the fullest extent consistent with applicable Law.

        5.   Counterparts . This Amendment may be executed in one or more counterparts, and by the different Parties
hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken
together shall constitute one and the same Amendment.

        6.     Governing Law . This Amendment, and all claims or causes of actions arising out of, based upon, or
related to this Amendment or the negotiation, execution or performance hereof, shall be governed by, construed,
interpreted and enforced in accordance with, the Laws of the State of Maryland, without regard to laws that may be
applicable under conflicts of laws principles. All Actions and proceedings arising out of or relating to this Amendment
shall be heard and determined exclusively in any Maryland state or federal court. Each of the Parties hereto hereby
irrevocably and unconditionally (a) submits to the exclusive jurisdiction of any Maryland state or federal court, for the
purpose of any Action arising out of or relating to this Amendment brought by any Party hereto, (b) agrees not to
commence any such action or proceeding except in such courts, (c) agrees that any claim in respect of any such action
or proceeding may be heard and determined in any Maryland state or federal court, (d) waives, to the fullest extent it
may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such
action or proceeding, and (e) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to
the maintenance of such action or proceeding. Each of the Parties hereto agrees that a final judgment in any such action
or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other
manner provided by Law. Each party to this Amendment irrevocably consents to service of process in the manner
provided for notices in Section 10.02 of the Agreement. Nothing in this Amendment will affect the right of any party to
this Amendment to serve process in any other manner permitted by Law.

         7.    Waiver of Jury Trial . Each of the Parties hereto hereby waives to the fullest extent permitted by
applicable Law any right it may have to a trial by jury with respect to any litigation directly or indirectly arising out of,
under or in connection with this Amendment. Each of the Parties hereto (a) certifies that no representative, agent or
attorney of any other Party has represented, expressly or otherwise, that such other Party would not, in the event of
litigation, seek to enforce that foregoing waiver and (b) acknowledges that it and the other Parties hereto have been
induced to enter into this Amendment and the transactions contemplated hereby, as applicable, by, among other things,
the mutual waivers and certifications in this Section 7.



                                                [ Signature Page Follows ]


                                                              2
        IN WITNESS WHEREOF, the Parties have caused this Amendment to be duly executed and delivered as of the
date first written above by their respective officers thereunto duly authorized.

                                          BROOKFIELD DTLA HOLDINGS LLC

                                          By:       /s/ G. MARK BROWN
                                                    Name: G. Mark Brown
                                                    Title: Global Chief Investment Officer

                                          BROOKFIELD DTLA FUND OFFICE TRUST
                                          INVESTOR INC.

                                          By:       /s/ G. MARK BROWN
                                                    Name: G. Mark Brown
                                                    Title: Global Chief Investment Officer

                                          BROOKFIELD DTLA FUND OFFICE TRUST INC.

                                          By:       /s/ G. MARK BROWN
                                                    Name: G. Mark Brown
                                                    Title: Global Chief Investment Officer

                                          BROOKFIELD DTLA FUND PROPERTIES LLC

                                          By:       /s/ G. MARK BROWN
                                                    Name: G. Mark Brown
                                                    Title: Global Chief Investment Officer

                      [Signature Page to Second Amendment to Agreement and Plan Merger]
                    MPG OFFICE TRUST, INC.

                    By:      /s/ CHRISTOPHER M. NORTON
                             Name: Christopher M. Norton
                             Title: EVP & General Counsel

                    MPG OFFICE, L.P.

                    By:      MPG Office Trust, Inc.
                             a Maryland corporation,
                             its sole general partner

                             By:       /s/ CHRISTOPHER M. NORTON
                                       Name: Christopher M. Norton
                                       Title: EVP & General Counsel


[Signature Page to Second Amendment to Agreement and Plan Merger]
                                                                                                                       Exhibit 99.1




            MPG OFFICE TRUST, INC. ANNOUNCES SETTLEMENT WITH PUTATIVE CLASS ACTION
                        PLAINTIFFS REGARDING ACQUISITION BY BROOKFIELD



Los Angeles, CA – July 10, 2013 – MPG Office Trust, Inc. (NYSE: MPG) (“MPG” or the “Company”) announced today that it
and other named defendants have entered into a memorandum of understanding (“MOU”) with plaintiffs’ counsel in connection
with the previously consolidated putative common stockholder class action lawsuits filed in Maryland and California state court in
connection with the proposed acquisition of MPG by Brookfield Office Properties Inc. (“BPO”).

Under the terms of the MOU, MPG will (i) provide additional disclosures in an amendment to its proxy statement (such
amendment to be filed with the Securities and Exchange Commission (the “SEC”) on July 10, 2013), (ii) amend the Agreement
and Plan of Merger (as amended by that certain Waiver and First Amendment to Agreement and Plan of Merger, the “Merger
Agreement”) between MPG and certain affiliates of BPO to permit the Company to release third parties currently subject to
confidentiality agreements with the Company from any standstill restrictions contained in such agreements, and (iii) file a
Current Report on Form 8-K with respect to such additional disclosures, the MOU and the Merger Agreement amendment. The
MOU reflects the parties’ agreement in principle to resolve the allegations by settling the common stockholder plaintiffs’ actions
against MPG and other defendants in connection with the Merger Agreement and provides a release and settlement by the
purported class of MPG’s common stockholders of all claims against MPG and other defendants and their affiliates and agents in
connection with the Merger Agreement. On July 10, 2013, in connection with the MOU, MPG entered into an amendment to the
Merger Agreement that amends the standstill provisions of the Merger Agreement to permit MPG to release third parties currently
subject to confidentiality agreements with MPG from any standstill restrictions contained in such agreements. Accordingly, the
Company has waived all standstill restrictions contained in those third party confidentiality agreements. The MOU and settlement
are contingent upon, among other things, approval of the Superior Court of the State of California in Los Angeles County, further
definitive documentation and consummation of the merger as set forth in the Merger Agreement. In the event that the MOU is not
approved and such conditions are not satisfied, the Company will continue to vigorously defend these actions.

About MPG Office Trust, Inc.
MPG Office Trust, Inc. is the largest owner and operator of Class A office properties in the Los Angeles central business district.
MPG Office Trust, Inc. is a full-service real estate company with substantial in-house expertise and resources in property
management, leasing, and financing. For more information on MPG Office Trust, visit our website at www.mpgoffice.com .
About Brookfield Office Properties Inc.
Brookfield Office Properties owns, develops and manages premier office properties in the United States, Canada, Australia and
the United Kingdom. Its portfolio is comprised of interests in 111 properties totaling 76 million square feet in the downtown cores
of New York, Washington, D.C., Houston, Los Angeles, Denver, Seattle, Toronto, Calgary, Ottawa, London, Sydney, Melbourne
and Perth, making it the global leader in the ownership and management of office assets. Landmark properties include Brookfield
Places in New York City, Toronto and Perth, Bank of America Plaza in Los Angeles, Bankers Hall in Calgary, and Darling Park
in Sydney. The company’s common shares trade on the NYSE and TSX under the symbol BPO. For more information, visit
www.brookfieldofficeproperties.com .

Additional Information and Where to Find It
This document shall not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or
approval. In connection with the proposed merger transaction, the Company has filed a proxy statement with the SEC. The
Company may also file other relevant documents with the SEC regarding the proposed merger transaction. Separately, an affiliate
of BPO has filed tender offer materials with the SEC and the Company has filed a Solicitation/Recommendation Statement with
respect to the tender offer. In addition, an affiliate of BPO has filed a registration statement with the SEC relating to preferred
stock of such affiliate that may be issued to holders of the Company’s preferred stock who do not tender into the tender offer. The
tender offer materials (including an Offer to Purchase, a related Letter of Transmittal and certain other offer documents) and the
Solicitation/Recommendation Statement, as well as the related registration statement, contain important information, which should
be read carefully before any decision is made with respect to the tender offer. INVESTORS ARE URGED TO READ THE
PROXY STATEMENT, THE TENDER OFFER DOCUMENTS, THE SOLICITATION/RECOMMENDATION STATEMENT,
THE RELATED REGISTRATION STATEMENT AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC
BECAUSE THEY CONTAIN IMPORTANT INFORMATION. You may obtain a free copy of the proxy statement, the tender
offer materials (including an Offer to Purchase, a related Letter of Transmittal and certain other offer documents), the
Solicitation/Recommendation Statement, the related registration statement and other relevant documents filed by the Company
with the SEC at the SEC’s website at www.sec.gov . Copies of the documents filed by the Company with the SEC are available
free of charge on the Company’s website at www.mpgoffice.com or by directing a written request to MPG Office Trust, Inc.,
355 South Grand Avenue, Suite 3300, Los Angeles, California 90071, Attention: Peggy Moretti. Copies of the tender offer
materials and the Solicitation/Recommendation Statement, as well as the related registration statement, may also be obtained for
free by contacting the Information Agent for the tender offer named in the tender offer materials.

Forward Looking Statements
In addition to historical information, this press release contains forward-looking statements within the meaning of Section 27A of
the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended. These
forward-looking statements, which are based on
current expectations, estimates and projections about the industry and markets in which the Company operates and beliefs of and
assumptions made by Company management, involve risks and uncertainties that could significantly affect the financial results of
the Company. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “projects,” “seeks,” “estimates,” variations
of such words and similar expressions are intended to identify such forward-looking statements, which generally are not historical
in nature.

Such forward-looking statements include, but are not limited to, statements about the benefits of the business combination
transaction involving the Company. All statements that address operating performance, events or developments that are expected
or anticipated to occur in the future, including statements relating to rent and occupancy growth, general conditions in the
geographic areas where the Company operates and the availability of capital, are forward-looking statements. These statements
are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict.
Although the Company believes the expectations reflected in any forward-looking statements are based on reasonable
assumptions, there can be no assurance that such expectations will be attained and therefore, actual outcomes and results may
differ materially from what is expressed or forecasted in such forward-looking statements. Some of the factors that may affect
outcomes and results include, but are not limited to: (i) national, international, regional and local economic climates, (ii) changes
in financial markets, interest rates, credit spreads, and foreign currency exchange rates, (iii) changes in the real estate markets,
(iv) maintenance of real estate investment trust status, (v) availability of financing and capital, (vi) risks associated with the ability
to consummate the merger and the timing of the closing of the merger, and (vii) those additional risks and factors discussed in
reports filed with the SEC by the Company from time to time. The Company does not undertake any duty to update and revise
statements contained in these materials based on new information or otherwise.

Participants in the Merger Solicitation
The Company and its directors and executive officers and other members of management and employees may be deemed to be
participants in the solicitation of proxies in respect of the proposed transaction. You can find information about the Company’s
executive officers and directors in the Company’s Annual Report on Form 10-K filed with the SEC on March 18, 2013.
Additional information regarding the interests of such potential participants has been included in the proxy statement and other
relevant documents filed with the SEC in connection with the proposed transaction. You may obtain free copies of these
documents from the Company using the sources indicated above.


Contact for MPG                                                  Contact for Brookfield
Peggy Moretti                                                    Melissa Coley
Executive Vice President,                                        VP, Investor Relations and Communications
Investor and Public Relations                                    (212) 417-7215
(213) 613-4558                                                   melissa.coley@brookfield.com

				
DOCUMENT INFO