Filed by Brookfield Asset Management Inc.
Pursuant to Rule 425 under the Securities Act of 1933, as amended
Subject Company: The Mills Corporation
Commission File No. 1-12994
Dated: January 30, 2007
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Brookfield Asset Management
News Release
BROOKFIELD PURCHASES US$1 BILLION SENIOR LOAN FACILITY
TO THE MILLS CORPORATION
Also Provides $500 Million Credit Facility to Advance Business Initiatives
TORONTO, Ontario, January 30, 2007 - Brookfield Asset Management (NYSE and
TSX:BAM) today announced the completion of the previously announced purchase
of an existing senior credit facility of US$1,053 million from Goldman Sachs
Mortgage Company, as Administrative Agent, to The Mills Corporation (NYSE:MLS)
of Chevy Chase, Maryland. The existing loan was concurrently amended to, among
other things, provide for an additional $500 million revolving loan facility
to The Mills Corporation, to remove the requirement for the Company to file
its financial statements for 2005 and 2006 by specified dates, establish a
liquidation plan and extend the maturity. The proceeds from the revolving
credit facility will be used to fund operating requirements, working capital
and advance other business initiatives.
The loan, which was originally made by Goldman Sachs on May 19, 2006, was
extended and amended numerous times and has a current maturity of March 31,
2007. Following the purchase by Brookfield and related amendment, the credit
facility now has a maturity of January 31, 2008 and may be extended to April
30, 2008 if the termination date of the merger agreement between Brookfield
and The Mills Corporation is similarly extended. The loan purchase was part of
the January 17, 2007 announcement of the planned acquisition of The Mills
Corporation by Brookfield and will provide needed financial flexibility
between now and the closing of the acquisition.
"The acquisition of the Goldman Sachs loan facility represents an integral
part of our plan to acquire The Mills Corporation, solidify its financial
position and establish a platform for growth of its regional and concept
shopping mall business," said Steve Douglas, Managing Partner at Brookfield.
"While there are still key steps that The Mills Corporation must complete to
allow the transaction to proceed, including the finalization of its financial
statements, we believe that our commitment as a long-term, patient investor
capable of dealing with complex, multiparty restructurings, together with our
financial support will help to provide stability to The Mills Corporation."
About Brookfield Asset Management
Brookfield Asset Management Inc. (NYSE/TSX:BAM), focused on property, power
and infrastructure assets, has over US$50 billion of assets under management
and is co-listed on the New York and Toronto Stock Exchanges under the symbol
BAM. For more information, please visit Brookfield's website at
www.brookfield.com.
Contact:
Katherine C. Vyse
SVP, Investor Relations and
Communications
Brookfield Asset Management
(416) 369-8246
kvyse@brookfield.com
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Statements in this press release that are not historical - including, among
other things, as to the expected timing of the completion of the merger and
the prospects and stability of The Mills' operations - may be deemed
forward-looking statements within the meaning of U.S. federal securities laws
or forward-looking information within the meaning of Canadian Provincial
securities laws. Although Brookfield believes the expectations reflected in
any forward-looking statements are based on reasonable assumptions, no
assurance can be given that these expectations will be attained and it is
possible that actual circumstances and results may differ materially from
those indicated or implied by these forward-looking statements due to a
variety of risks and uncertainties. The completion of and benefits from
Brookfield's involvement with The Mills and the merger transaction are subject
to certain risks and uncertainties, including required approvals of The Mills'
stockholders and regulatory agencies, the other conditions to the completion
of the merger, the possibility that the anticipated benefits of the merger
cannot be fully realized or may take longer to realize than expected, and
other risk factors relating to The Mills business and its industry as detailed
from time to time in The Mills' reports filed with the SEC. Brookfield
undertakes no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events or
otherwise. The reader is directed to The Mills' various filings with the SEC,
including quarterly reports on Form 10-Q, reports on Form 8-K and its annual
reports on Form 10-K, for a discussion of such risks and uncertainties.
Important Information
The Mills and Brookfield intend to file a proxy statement/prospectus with the
Securities and Exchange Commission in connection with the proposed merger.
Stockholders of The Mills are urged to read the proxy statement/prospectus
when it becomes available, because it will contain important information.
Stockholders will be able to obtain a free copy of the proxy
statement/prospectus as well as other filings containing information about The
Mills and the merger, when available, without charge, at the Securities and
Exchange Commission's Internet site (http://www.sec.gov). In addition, copies
of the proxy statement/prospectus and other filings containing information
about The Mills and the merger can be obtained, when available without charge,
by directing a request to The Mills Corporation, Attention: Investor
Relations, 5425 Wisconsin Avenue, Suite 500, Chevy Chase, Maryland 20815, by
phone at (301) 968-8367, or on The Mills' Internet site at
http://www.themills.com.
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The Mills and its officers and directors may be deemed to be participants in
the solicitation of proxies from The Mills' stockholders in connection with
the merger. Additional information regarding the interests of potential
participants in the proxy solicitation will be included in the definitive
proxy statement/prospectus and other relevant documents that The Mills intends
to file with the Securities and Exchange Commission in connection with the
scheduled special meeting of its stockholders.
Investors should read the proxy statement/prospectus carefully when it becomes
available before making any voting or investment decisions.
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