Brookfield to Acquire Rouse Properties for $2.8B

Rouse Properties Inc. announced that it has agreed to be acquired by an affiliate of Brookfield Asset Management Inc. in a deal valued at approximately $2.8 billion. Rouse has entered into a definitive agreement at $18.25 per share in an all-cash transaction; Brookfield, which already owned about a third of Rouse, originally proposed to acquire the group mid-January of this year of about $2.54 billion in a deal that valued Rouse at $17.00 per share. BofA Merrill Lynch is acting as financial advisor and Sidley Austin LLP is acting as legal counsel to the Special Committee of Rouse Properties, Inc.

"The Rouse team has built a great company with a strong platform and differentiated assets," said David Kruth, chairman of the Special Committee of the board of Rouse Properties, which unanimously approved the deal. "After careful consideration, the Special Committee determined that Brookfield's increased proposal provides shareholders with compelling value as well as a high degree of execution certainty, further validating the strength of the platform that Rouse has built. We are pleased to have reached this agreement, which we believe benefits all Rouse shareholders."

Rouse Properties is among the U.S.'s largest publicly traded regional mall owners. The REIT's portfolio includes 35 malls and retail centers in 21 states encompassing approximately 24.1 million square feet.

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Business Property Lending Sold for $2.51 Billion

EverBank Financial announced that it had executed an agreement to purchase Business Property Lending, a unit of GE Capital Real Estate, for $2.51 billion in cash. No debt will be assumed in the acquisition, and is expected to close in the fourth quarter of this year pending regulatory approval. Business Property Lending, which originates and services commercial real estate loans, currently has 14 offices across the United States with roughly $2.44 billion of performing commercial loans and servicing rights on $3.1 billion of loans securitized by GE Capital.

BofA Merrill Lynch acted as the financial advisor to EverBank and Sullivan & Cromwell LLP acted as its legal advisor on the transaction. Goldman Sachs also acted as an advisor to EverBank and Gateway Asset Management LLC provided loan diligence. Deutsche Bank Securities acted as financial advisor to GE Capital and Weil, Gotshal & Manges LLP acted as its legal advisor.

"Today's announcement represents a compelling strategic expansion into business property lending in key metropolitan areas where EverBank currently has significant lending, leasing and deposit customers," commented Robert Clements, Chairman of the Board and Chief Executive Officer of EverBank. "We believe this fully integrated, high quality franchise will accelerate EverBank's strategic growth plans and will further enhance and diversify our robust, nationwide asset generation capabilities."

The sale will reduce GE Capital's ending net investment, a measure of the unit's size that excludes non-interest-bearing liabilities and cash, by $5 billion, a GE spokesman, Russell Wilkerson, said. "The transaction is consistent with our strategy of reducing our real estate portfolio," Wilkerson said in the e- mail reported by The San Francisco Chronicle. According to a New York Times blog, EverBank previously acquired the banking operations of the failed Bank of Florida in a deal brokered by the Federal Deposit Insurance Corporation in 2010.

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