Brookfield Properties Corporation

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Brookfield Properties Corporation

BCE Place
181 Bay Street, Suite 330
Toronto, Ontario M5J 2T3
Canada
Telephone: (416) 369-2300
Fax: (416) 369-2301
Web site: http://www.brookfieldproperties.com

Public Company
Incorporated: 1924 as Canadian Arena Company
Employees: 1,669
Sales: $1.02 billion (2006)
Stock Exchanges: New York Toronto
Ticker Symbol: BPO
NAIC: 531110 Lessors of Residential Buildings and Dwellings

ROOTS WITH BUILDING OF MONTREAL FORUM: 1923

ACQUISITION OF TRIZEC: 1976

FAILED BID ON WORLD TRADE CENTER: 2001

PRINCIPAL SUBSIDIARIES

PRINCIPAL COMPETITORS

ROOTS WITH BUILDING OF MONTREAL FORUM: 1923

The man who spearheaded the founding of Brookfield Properties was Montreal businessman, politician, and Hockey Hall of Fame member Raymond Donat. Born in rural Quebec, Canada, in 1880, Donat moved to Montreal in his early 20s after graduating from Valley-field College. He became involved in the hospitality field and eventually made his fortune as a hotel owner in Montreal.

The city was a hotbed for ice hockey, boasting a pair of teams, one favored by those of French lineage, the Canadiens, and the other by the English, the Wanderers. Both played in the Montreal Arena, which was destroyed by fire in January 1918, forcing the Canadiens to play in the tiny Mount Royal Arena that used natural ice at the mercy of the weather, and the Wanderers to withdraw from the National Hockey League (NHL).

In 1920 Donat was approached by friend and former Montreal Arena manager William Northey about forming a new English team in the city and building a new, modern arena, complete with artificial ice-making capabilities, to house it. Although French Canadian, Donat was interested in a new challenge and enlisted the financial backing of Edward Beatty, the president of Canadian Pacific. In January 1924 Donat and his partners formed the Canadian Arena Company Limited, Brookfield’s predecessor, with Donat serving as president. A few months later construction began on the Montreal Forum, which would become the most storied arena in the history of hockey.

The Montreal Forum was completed just 159 days later and ready for use when the NHL began its new season in late November 1924. A month earlier Donat and James Strachan, who had once run the Wanderers, were granted an NHL franchise and quickly assembled a team, but it would be the Canadiens who would play the first game in the Forum because Mount Royal was unable to produce natural ice for the game. Two seasons later the Canadiens began sharing the Forum with the Canadian Arena Company–managed Maroons, named for the color of their jerseys after attempts to secure the Wanderers name had failed. The two teams became fierce rivals and each won the Stanley Cup, awarded to the NHL champions, but the Great Depression of the 1930s made it impossible for the city to support two teams, and after the 1937–38 season the Maroons suspended operations for a year and then simply folded. Several months later the Canadian Arena Company acquired the Canadiens, which were also struggling. Donat became the Canadiens’ president and absorbed the financial losses until the economy picked up with increased defense spending during World War II and management could assemble another championship team in 1944.

Donat served as the president of Canadian Arena Company until 1955 and president of the Canadiens until 1957. He died in 1963. In 1957 the Canadian Arena Company was acquired by Hartland Molson, owner of Molson Breweries of Canada Ltd. The company’s primary business remained the management of the Canadiens and the Forum, which underwent a major renovation in 1968. Because of changes in Canada’s tax laws, the Molson family decided to sell the Canadian Arena Company in 1971 to Placements Rondelle Ltée, owned by brothers Peter and Edward Bronfman.

ACQUISITION OF TRIZEC: 1976

What became Brookfield Properties began to take shape with the 1976 acquisition of a 52 percent controlling interest in Toronto developer Trizec by the Carena Properties subsidiary. Two years later its parent company changed its name to Carena-Bancorp Holdings Inc., which was then shortened to Carena Bancorp Inc. in 1985 and became Carena Developments Limited in 1989. By acquiring Trizec, one of Canada’s largest public real estate companies, Carena launched a decade of aggressive growth in real estate.

Carena took a major step in 1989 when it acquired one-third of Olympia & York Developments Ltd., which had built the World Financial Center in New York City adjacent to the World Trade Center, but was unable to cope with the collapse of the office market. Because of the Bronfmans’ financial backing, Carena was able to take advantage of the recession in the early 1990s that ruined many developers. The family’s Bran-scan Corp. bought back shares, acquiring a 95 percent stake to essentially take the company private. It was at this stage that Carena decided to focus on the premier office property sector in North American cities where supply was severely constrained. In 1990 Carena acquired a half-interest in BCE Inc., which had seven million square feet of office space in office properties in Toronto, Denver, and Minneapolis. Four years later Carena acquired the rest of BCE, most of whose assets were folded into Brookfield Investments, a subsidiary formed to develop Toronto’s landmark BCE Place office complex, which became Carena’s flagship property.

In 1996 Carena decided to adopt the more brand-friendly Brookfield name, becoming Brookfield Properties Corp., and applied the Brookfield name to its other units. For example, Coscan Development Corp., a home builder in Arizona, California, Florida, and Washington, D.C., became Brookfield Homes Ltd. and the property management unit became Brookfield Management Services. Also during the year, Brookfield joined forces with Canadian Imperial Bank of Commerce, Citibank NA, and Hong Kong-based Dragon Holdings Ltd. to acquire the rest of Olympia & York, which was renamed World Financial Properties Inc. For its part, Brookfield gained a 46 percent stake in the company, whose portfolio included 11 million square feet of office space, including three of the World Financial Center’s four towers, One Liberty Plaza, and 245 Park Avenue in Manhattan, as well as a Boston high-rise.

COMPANY PERSPECTIVES

Brookfield Properties is an office property corporation that owns, develops, and operates premier assets in the downtown core of high-growth North American Cities.

Interests in other properties in Calgary and Toronto were also acquired in 1996, giving Brookfield 16 Class A downtown office properties in Boston, Calgary, Denver, Minneapolis, New York, and Toronto. In addition, the Brookfield Management Services unit handled 65 million square feet, a jump from 14 million square feet in 1994. When the year came to a close, Brookfield posted revenues of CAD 950.1 million and net income of CAD 6.7 million, after losing CAD 17 million on revenues of CAD 826.2 million the previous year.

Brookfield added another seven million square feet of office properties in 1997, primarily through the acquisition of a 45 percent interest in Gentra, Inc., which owned three buildings in Toronto. Brookfield also added the Colorado State Bank Building in Denver and Exchange Place in Boston, and increased its stake in World Financial Properties to 70 percent. Brookfield Management Services grew its portfolio to more than 95 million square feet, while Brookfield Residential completed an acquisition to add eight million square feet of properties to the residential management business. The company’s residential home building unit also enjoyed strong growth, and as a result revenues increased to CAD 1.5 billion in 1997 and net income soared to CAD 109 million. Brookfield’s major shareholder, Branscan, was also able to take advantage of the rebounding market to take the company public, selling half of Brookfield through the issuance of CAD 1.7 billion in equity capital, money that helped to significantly pay down debt.

In 1998 World Financial Properties was renamed Brookfield Financial Properties. About 2.7 million square feet of space was added to this New York portfolio through the acquisition of a further 19 percent in six office buildings. The occupancy rate for the portfolio also increased to 98 percent. Brookfield continued to improve its position in the other cities it served, focusing on the highest quality office properties, which attracted a high class of creditworthy tenants. In Calgary, for instance, six Class B office properties were sold in 1998 to keep the portfolio in that city in line with this strategy. Although Brookfield continued to lower vacancy rates and increase rents and enjoy other successes in 1999, the company’s stock, like the rest of the real estate sector, lost value, dipping about 18 percent to $10.50 per share, less than the book value and far below the assessment of most analysts. Brook-field closed the 1990s recording CAD 2.7 billion in revenues and net income of CAD 228 billion.

FAILED BID ON WORLD TRADE CENTER: 2001

At the start of the 21st century, Brookfield greatly enhanced its position in Calgary through the acquisition of 3.6 million square feet of property in Calgary, including the twin 52-story office towers of the Bankers Hall complex. Brookfield did not succeed the following years in acquiring a far more famous set of twin towers, those of lower Manhattan’s World Trade Center. Because they were adjacent to Brookfield’s World Financial Center complex, the towers would be a prized addition. In fact, Brookfield was considered the frontrunner to secure the 99-year lease on the property put up for bid by the owner, the Port Authority of New York and New Jersey, but lost out to a New York firm, Silverstein Properties.

Not securing the World Trade Towers was a bitter pill to swallow at the time, but that perception would change dramatically on the morning of September 11, 2001, when terrorists crashed jet airlines into the buildings and less than an hour later all that remained of the famed skyscrapers was an immense mound of smoldering rubble. Although the attack left thousands dead, hurt the U.S. economy, and devastated the real estate market of lower Manhattan, Brookfield was largely spared, because of good fortune as well as good planning. While all of Brookfield’s World Financial Center buildings suffered some damage, about $300 million in total, there were no structural problems. The properties were also bringing in rent because of the precautions taken by the head of Brookfield’s U.S. operations, Richard B. Clark.

KEY DATES

1924:: Canadian Arena Company is formed to build Montreal Forum.
1939:: Company acquires Montreal Canadiens.
1957:: Molson family acquires company.
1971:: Company is sold to Bronfman family.
1976:: Toronto real estate developer Trizec is acquired.
1978:: Name is changed to Carena-Bancorp Holdings Inc.
1989:: Company acquires stake in Olympia & York Developments Ltd.
1996:: Name is changed to Brookfield Properties Corporation.
2003:: Brookfield Homes is spun off.
2005:: Canadian Office Fund debuts.
2006:: U.S. Office Fund is created.

The son of a commercial real estate broker, Clark knew the business and he especially knew the New York real estate market. He moved to the city in 1984 to work with Olympia & York and when that firm crumbled in the late 1980s he played a key role in protecting much of the assets and persuading Carena to serve as a white knight. Having gone through the real estate collapse of the late 1980s he took steps to hedge Brookfield’s bets a decade later when he began to sense that Manhattan was due for another downturn. Rather than attempt to squeeze every last dollar, Clark in the late 1990s negotiated new long-term deals with tenants whose leases were set to expire within the next five or six years; these included Goldman Sachs Group Inc., Canadian Imperial Bank of Commerce, and Dow Jones & Co.

Just six months after the September 11 attacks, Brookfield repaired its World Financial Center buildings, allowing the firm to continue charging rent. Many firms were wary of returning downtown, and one of Brookfield’s major tenants, Lehman Brothers, abandoned lower Manhattan for a Times Square skyscraper, putting up for sale its 1.1-million-square-foot headquarters in Three World Financial Center. Brook-field bought it back for $158 million, about half of what it was worth before the attacks, an expression of the firm’s belief that the area would eventually rebound and an effort to prevent competition from gaining a foothold at the World Financial Center.

In 2002 Clark was promoted to be Brookfield’s president and chief executive officer. He took over during difficult economic conditions in North America in the wake of September 11, which only aggravated an already eroding economy. The steps Clark took in the late 1990s to lower the firm’s risk continued to pay off. The company experienced a modest drop in revenues to $660 million while net income continued to grow to $236 million.

To focus on its core premium office property business, Brookfield spun off Brookfield Homes in 2003. A year later, Brookfield entered the Washington, D.C., market by acquiring a newly constructed office tower located just two blocks from the White House. In that same year, the firm opened an internally developed office building in midtown Manhattan at 300 Madison Avenue.

As market conditions improved, Brookfield looked to take advantage of opportunities when they arose. In 2005 it acquired a quarter-interest in O&Y Properties and O&Y REIT, whose portfolio included premiere office properties in Calgary, Edmonton, Toronto, and Ottawa, a new market for the firm. This transaction formed the foundation for Brookfield’s first Canadian Office Fund. A year later Brookfield launched a U.S. Office Fund, teaming up with private equity firm Blackstone Group to pay $4.8 billion for Trizec Properties Inc., adding more properties in Manhattan and Washington, as well as gaining entry into Los Angeles and Houston. Also in 2006 Brookfield acquired interests in 62 new properties, 31 million square feet in all, almost doubling the size of the firm’s portfolio.

Ed Dinger

PRINCIPAL SUBSIDIARIES

Brookfield Asset Management Inc.; BBO Properties Ltd.; Carena Developers L.P.; Brookfield LePage Johnson Controls; Brookfield Residential Services Ltd.