Los Angeles Business Journal

MPG May Consider Selling Itself

By Jacquelyn Ryan Thursday, July 26, 2012

Financially strapped MPG Office Trust Inc. may look to sell its entire 8.2 million-square-foot office portfolio as soon as next year.

The publicly traded real estate investment trust announced Thursday morning that a technicality that would have forced it to pay millions of dollars to company founder Robert F. Maguire III if its core downtown properties were sold will expire next June, about three years earlier than expected. That technicality effectively prevented MPG from selling or defaulting on those properties, even as it remains hobbled by debt. It had $2.7 billion in debt as of June 30, down from the more than $4 billion only four years ago as its sold off and gave back to lenders most of the rest of its portfolio.

With that technicality out of the way, analyst John W. Guinee, who follows the company for Stifel Nicolaus & Co. in Baltimore, said that a sale of the company or its portfolio wouldn’t be surprising.

“They continue to consider strategic alternatives such as a total company sale or equity infusion, which may or may not entail a change of control,” Guinee said. “Now is the opportune time – better than any time in the last four or five years – to do something. So this makes all the sense in the world.”

Most of MPG’s portfolio is downtown, making it one of the chief landlords in that market. Its downtown buildings include the Gas Co. Tower at 555 W. Fifth St.; U.S. Bank Tower at 633 W. Fifth; Wells Fargo Tower at 333 S. Grand Ave.; KPMG Tower at 355 S. Grand Ave.; 777 Tower at 777 Figueroa St.; and One Cal Plaza at 300 S. Grand Ave., in which it owns a 20 percent stake.

A Stifel Nicolaus note on July 24 estimates that investors or buyers could pay between $350 and $400 a square foot for the Gas Co., KPMG, Wells Fargo or 777 towers. That would be among the highest sales prices in the downtown market in the last two years.

The technicality that had been hindering MPG’s ability to sell its properties was a tax indemnification agreement related to five downtown buildings that the company struck with Maguire when he was ousted from the company in 2008. It promised that MPG would pay Maguire’s taxes on gains that Maguire, who still had a stake in the buildings, received from a sale of a building if he maintained at least 50 percent ownership in the buildings. The indemnification was set to expire on three of the buildings in 2015. But this week, Maguire cashed in 4 million operating partnership units, which dropped him below his 50 percent ownership requirement. That released MPG from the agreement, which will now expire June 27.

MPG was not immediately available for comment and the company has not announced its intentions. In fact, MPG executives were asked by an analyst whether they were heading toward a sale in the conference call on July 24, and they declined to comment whether that was a possibility.

Sources told the Business Journal that MPG has already enlisted Eastdil Secured this month to market a capital raise that would seek an investor or partner to help the company pay down its debt.

Among the companies that could be interested in the portfolio are Brookfield Office Properties Inc. and Hines, both of which already own several downtown buildings, and Blackstone Group, which has been aggressively buying up office buildings nationwide.