Press Release May 07, 2013

Goodwin Procter Advises Brookfield Office Properties in Forming Fund to Acquire MPG Office Trust

Goodwin Procter client Brookfield Office Properties Inc. (BPO) recently announced that its affiliates have entered into a definitive merger agreement with MPG Office Trust, Inc. (MPG) pursuant to which a newly formed fund (“DTLA Holdings”) controlled by BPO will acquire MPG. DTLA Holdings will own both BPO’s existing downtown Los Angeles office assets and all of the assets of MPG. The transaction is contingent upon several conditions, including the approval of MPG’s common stockholders and receipt of certain consents from MPG’s lenders.

Upon close of the merger, it is expected that the fund’s portfolio will consist principally of seven class A office properties totaling 8.3 million square feet. The assets are:

• Bank of America Plaza
• 601 S. Figueroa
• Ernst & Young Tower
• Wells Fargo Tower
• Gas Company Tower
• KPMG Tower
• 777 Tower

Under the terms of the merger agreement, the holders of MPG’s common shares will receive $3.15 per share in cash. The per share price represents a 21% premium to MPG’s closing share price of $2.60 on April 24, 2013. In connection with the merger agreement, BPO has entered into a guarantee with respect to obligations of its affiliates under the merger agreement. The merger agreement and the transactions contemplated thereby have been unanimously approved by MPG’s Board of Directors. The merger is expected to close in the third quarter of 2013.

Headquartered in New York, N.Y., 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 interested in 109 properties totaling 66 million leasable square feet in the downtown cores of New York City, Washington, D.C., Houston, Los Angeles, Denver, Seattle, Toronto, Calgary Ottawa, London, Sydney, Melbourne and Perth. The company’s common shares are traded on the NYSE and TSX under the symbol BPO.

MPG Office Trust (NYSE: MPG), based in Los Angeles, Cali., is the largest owner and operator of Class A office properties in the Los Angeles central business. The company is a full-service real estate company with substantial in-house expertise and resources in property management, leasing, and financing.

The Goodwin team representing Brookfield was led by partners John Ferguson and Mark Kirshenbaum, and included partners Sam RichardsonDean Pappas and Brian Hail, and associates Dan Karelitz and David Perechocky.

To learn more about the transaction, please see the Brookfield Office Properties press release.