Farallon Offer For Mills Trumped By Brookfield

Jan 17 2007 | 12:02pm ET

Hedge fund Farallon Capital Partners' offer of a $499 million recapitalization plan to prop up mall operator Mills Corp.—in which it holds an 11% stake—was rejected today in favor of a $1.35 billion buyout by Brookfield Asset Management.

The Farallon offer was one of two reportedly solicited by Chevy Chase, Md.-based Mills, which faces a March deadline to pay off a $1 billion loan it took out last year. The other was a $1.8 billion plan from Israeli real estate firm Gazit-Globe, which owns 9.7% of Mills.

San Francisco-based Farallon had set a Friday deadline for Mills to accept its offer. Under the plan, Farallon would have bought Mills shares at $20 a piece. In addition, the firm said it would not seek to oust Mills management, and would demand only two seats on a pared-down, 11-member board of directors, which would have to be “reasonably acceptable.”

“Any sale today would almost certainly be at a discount in order to compensate the buyer for abnormal conditions,” Farallon wrote in a Securities and Exchange Commission filing. The firm said it would not require financing to make the proposed additional investment.

Toronto-based Brookfield has agreed to pay $21 per share—$1 per share more than Farallon—to acquire Mills, which will be merged into a new Brookfield unit. Mills shareholders can either take the cash or up to a 20% stake in the new, publicly-traded company.


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