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MPG Office Trust, Inc. – ‘S-11/A’ on 5/16/03

On:  Friday, 5/16/03, at 1:51pm ET   ·   Accession #:  950150-3-630   ·   File #:  333-101170

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 5/16/03  MPG Office Trust, Inc.            S-11/A                18:5.3M                                   Bowne of Los Ang… Inc/FA

Document/Exhibit                   Description                      Pages   Size 

 1: S-11/A      Form S-11, Amendment No. 3                          HTML   3.89M 
 2: EX-3.1      Articles of Incorporation/Organization or By-Laws     25     59K 
 3: EX-3.2      Articles of Incorporation/Organization or By-Laws     22     85K 
 4: EX-10.1     Material Contract                                     77    305K 
 6: EX-10.10    Material Contract                                      7     25K 
 7: EX-10.11    Material Contract                                      5     22K 
 8: EX-10.12    Material Contract                                     28     95K 
 9: EX-10.18    Material Contract                                    118    513K 
 5: EX-10.2     Material Contract                                     20     84K 
10: EX-10.33    Material Contract                                     18     87K 
11: EX-10.37    Material Contract                                     29     96K 
12: EX-10.38    Material Contract                                     29     97K 
13: EX-10.39    Material Contract                                     14     38K 
14: EX-23.3     Consent of Experts or Counsel                          1     10K 
15: EX-23.4     Consent of Experts or Counsel                          1      8K 
16: EX-23.5     Consent of Experts or Counsel                          1      8K 
17: EX-99.5     Miscellaneous Exhibit                                  1      8K 
18: EX-99.6     Miscellaneous Exhibit                                  1      8K 

SECURITIES AND EXCHANGE COMMISSION

Amendment No. 3

Maguire Properties, Inc.

555 West Fifth Street, Suite 5000, Los Angeles, California 90013-1010, (213) 626-3300

Robert F. Maguire III

Copies to:

      Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

      If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement of the same offering. o                     

      If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o                     

      If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o                     

      If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. o

CALCULATION OF REGISTRATION FEE

      The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

SUBJECT TO COMPLETION, DATED MAY 16, 2003

MAGUIRE PROPERTIES, INC.

Common Stock

         This is our initial public offering and no public market currently exists for our shares. All of the shares of our common stock offered by this prospectus are being sold by us. We currently expect the initial public offering price of our common stock to be between $19.00 and $21.00 per share. Our common stock has been approved for listing on the New York Stock Exchange, subject to official notice of issuance, under the symbol “MPG.” We have granted the underwriters an option to purchase up to 5,014,500 additional shares of our common stock to cover overallotments. We expect to qualify as a real estate investment trust, or REIT, for federal income tax purposes.

         We will receive a contribution of a majority of our initial property investments as well as our property, management, leasing and real estate development operations from affiliates, principally from Robert F. Maguire III, our Chairman and Co-Chief Executive Officer, and entities controlled by him in exchange for an approximate 31.0% interest in our company on a fully diluted basis (having a value of $311.5 million based on the mid-point of the range of prices listed above). In addition, upon completion of this offering certain of our officers and directors and a former employee will receive 626,250 shares of restricted common stock, and approximately $15.3 million in cash bonuses, tax gross-ups and accrued compensation, including $8.8 million to Jeffrey R. Friedman, an employee who is resigning in connection with this offering.

         See “Risk Factors” beginning on page 22 for certain risk factors relevant to an investment in our common stock, including, among others:

         The underwriters expect to deliver the shares on or about                   , 2003.

         Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is                     , 2003

COVER CONTINUED

COVER CONTINUED

COVER CONTINUED

TABLE OF CONTENTS

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      You should rely only on the information contained in this document or to which we have referred you. We have not authorized anyone to provide you with information that is different. This document may only be used where it is legal to sell these securities. The information in this document may only be accurate on the date of this document.

Dealer Prospectus Delivery Requirement

      Until                     , 2003 (25 days after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to unsold allotments or subscriptions.

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PROSPECTUS SUMMARY

      You should read the following summary together with the more detailed information regarding our company and the historical and pro forma financial statements appearing elsewhere in this prospectus, including under the caption “Risk Factors.” References in this prospectus to “we,” “our,” “us” and “our company” refer to Maguire Properties, Inc., a Maryland corporation, together with our consolidated subsidiaries, including Maguire Properties, L.P., a Maryland limited partnership of which we are the sole general partner and which we refer to in this prospectus as our operating partnership, and Maguire Properties Services, Inc., a Maryland corporation and wholly owned subsidiary of our operating partnership, which we refer to in this prospectus as our services company. Unless otherwise indicated, the information contained in this prospectus is as of March 31, 2003 and assumes that the underwriters’ overallotment option is not exercised, the transactions described under the caption “Structure and Formation of Our Company” beginning on page 147 are consummated, the common stock to be sold in this offering is sold at $20.00 per share, which is the mid-point of the range indicated on the front cover of this prospectus, and the units of limited partnership in our operating partnership, or units, to be issued in connection with this offering are valued at $20.00 per unit. Each unit is redeemable for cash equal to the current market value of one share of common stock or, at our option, one share of our common stock commencing 14 months following consummation of this offering.

Maguire Properties, Inc.

      We are the largest owner and operator of Class A office properties in the Los Angeles central business district, or LACBD, and are primarily focused on owning and operating high quality office properties in the high-barrier-to-entry Southern California market. We are a full-service real estate company with substantial in-house expertise and resources in property management, marketing, leasing, acquisitions, development and financing. We expect to qualify as a real estate investment trust, or REIT, for federal income tax purposes.

      We were formed in June 2002 to succeed to certain businesses of the Maguire Organization, which is comprised of Maguire Partners Development, Ltd. and its more than 125 predecessor and related entities, substantially all of which are or were predominantly owned by, or otherwise affiliated with, Robert F. Maguire III, our Chairman and Co-Chief Executive Officer and which collectively do business as Maguire Partners. The Maguire Organization is a nationally recognized owner, developer and acquirer of institutional-quality properties and has been active in Los Angeles real estate markets since 1965.

      Upon completion of this offering, we will own a portfolio of 12 commercial real estate properties through our operating partnership, in which we expect to hold an approximate 68.6% interest. We will receive a contribution of interests in certain of these properties as well as certain property management, leasing and real estate development operations from over 25 separate entities and individuals, a majority of which are affiliates of the Maguire Organization in exchange for 15,577,293 units (with an aggregate value of $311.5 million). In addition, we will acquire additional interests in certain of these properties from unaffiliated third parties for $303.7 million in cash. In connection with these transactions, we will assume $1.2 billion of debt and other obligations. Upon consummation of this offering and the related refinancing transactions, we will repay approximately $1.0 billion of indebtedness and thereafter, we will have approximately $1.0 billion of consolidated indebtedness. The value of the units that we will give in exchange for contributed property interests and other assets will increase or decrease if our common stock is priced above or below the mid-point of the range set forth on the cover page of this prospectus.

      Our portfolio consists of eight office properties with approximately 6.0 million net rentable square feet, one 350-room hotel with 266,000 square feet, and three off-site parking garages totaling 2,749 spaces and approximately 1.0 million square feet. In addition, our office portfolio contains approximately 2.1 million square feet of on-site parking totaling 6,423 spaces. We also own an undeveloped two-acre land parcel adjacent to an existing office property that we believe can support 300,000 net rentable square feet of office development.

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      We have options to acquire a recently completed office property with 91,398 net rentable square feet and an office property under development that we expect to contain 256,987 net rentable square feet upon completion. Additionally, we have an option to acquire a 12.5% interest in a property that is comprised of two existing office buildings aggregating 239,164 net rentable square feet and land that we believe can support an additional 192,000 net rentable square feet of development. We do not anticipate exercising these options in the near future based on current market and property conditions.

      Our existing portfolio is located in three Southern California markets — the LACBD, the Tri-Cities area of Pasadena, Glendale and Burbank and the Cerritos submarket of Los Angeles. Our portfolio includes four office properties in the prime Bunker Hill area of the LACBD — US Bank Tower (formerly Library Tower), Gas Company Tower, KPMG Tower and Wells Fargo Tower — and our three off-site parking garages. In the Tri-Cities, our portfolio includes our Plaza Las Fuentes office and hotel properties in Pasadena, California, the Glendale Center office property in Glendale, California and our two-acre land parcel adjacent to the Glendale Center. In the Cerritos submarket, we own the Cerritos Corporate Center Phase I and Phase II properties, collectively known as the AT&T Wireless Western Regional Headquarters. As of March 31, 2003, our office portfolio was 89.5% leased to more than 150 tenants. As of March 31, 2003, tenants generating 48% of the annualized rent of our office portfolio were rated investment grade as reported by Standard & Poor’s, and tenants generating an additional 35% of the annualized rent of our office portfolio were nationally recognized professional services firms.

      Our management team possesses substantial expertise in all aspects of real estate management, marketing, leasing, acquisition, development and finance. We directly manage the wholly owned properties in our portfolio and, through our services company subsidiary, we provide development, leasing and management services to the non-consolidated properties in our portfolio and some or all of these services to certain of our option properties and certain other properties owned by Mr. Maguire. We operate from our headquarters in Los Angeles, California and believe that our current infrastructure provides the capability to substantially increase the number of properties we own and manage without proportionate increases in overhead costs. As of March 31, 2003, we had more than 80 employees.

      Our principal executive offices are located at 555 West Fifth Street, Suite 5000, Los Angeles, California 90013-1010. Our telephone number at that location is (213) 626-3300.

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Our Competitive Strengths

      We believe we distinguish ourselves from other owners, operators, acquirers and developers of office properties in a number of ways, and enjoy significant competitive strengths, including:

Business and Growth Strategies

      Our primary business objectives are to maximize distributable cash flow and to achieve sustainable long-term growth in cash flow per share in order to maximize long-term stockholder value. Our business strategies to achieve these objectives consist of several elements:

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Summary Risk Factors

      You should carefully consider the following important risks:

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The Properties

Existing Portfolio

      Our existing portfolio is located in three Southern California markets — the LACBD, the Tri-Cities area and the Cerritos submarket.

      The following table presents an overview of our existing portfolio as of March 31, 2003. We hold a leasehold interest in Plaza Las Fuentes and the Plaza Las Fuentes Westin under a long-term airspace lease with the Pasadena Community Development Commission and a leasehold interest in each of Cerritos Corporate Center Phase I and Phase II under a long-term ground lease with the Cerritos Redevelopment Agency. See “Business and Properties — Description of Existing Portfolio — Tri-Cities Office Properties — Plaza Las Fuentes” and “— Cerritos Submarket — Cerritos Corporate Center.” Our ownership of Glendale Center reflects legal ownership only and disregards a distribution participation right held by Disney Enterprises. See “Business and Properties — Description of Existing Portfolio — Tri-Cities Office Properties — Glendale Center.”

      For the meanings of certain terms used in the chart and other important information, see “Business and Properties — Existing Portfolio” on pages 83-84.

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Option Portfolio

      Our option portfolio consists of 1733 Ocean Avenue, a recently completed 91,398 net rentable square foot office property in Santa Monica, California, Plaza Las Fuentes Phase II, a 64% pre-leased 256,987 net rentable square foot office property that is currently under development in the Tri-Cities area, and a 12.5% interest in the entity that owns the Water’s Edge property at Playa Vista in West Los Angeles, which features two existing office buildings aggregating 239,164 net rentable square feet and land that we believe can support an additional 192,000 net rentable square feet of development. 1733 Ocean Avenue and Water’s Edge Phase I have not been pre-leased.

      We have entered into option agreements with entities controlled by Mr. Maguire granting our operating partnership the right to acquire each of the option properties or interests therein for units with a value equal to the cost basis of Mr. Maguire or his affiliates in any such option property plus an 8% per annum return on their net equity investment in such property, or in the case of 1733 Ocean Avenue, the lower of such price and fair market value. The term of each of these option agreements is five years. These option agreements also give our operating partnership a right of first refusal with respect to each option property or interests therein for the longer of the option term and the term of Mr. Maguire’s non-competition agreement at the lesser of the above price and the proposed sale price to a third party of any of the option properties. Each of these options expires if the operating partnership declines to exercise its right of first refusal and the relevant property is sold to a third party within the time period specified in the applicable option agreement. Each of these option agreements also provides that while the property is under option, either our operating partnership or our services company will be the property’s manager, developer and leasing agent (except for the option agreement with respect to the Water’s Edge property) under management, leasing and/or development agreements that we believe contain fair market terms and conditions. See “Certain Relationships and Related Transactions — Management, Leasing and Development Agreements.” We do not currently anticipate exercising these options in the near future based on current market and property conditions.

      ALL INFORMATION IN THIS SUBSECTION IS AS OF DECEMBER 31, 2002 AND DERIVED FROM THE MARKET STUDIES PREPARED BY THE ROSEN CONSULTING GROUP AND CUSHMAN & WAKEFIELD OF CALIFORNIA, INC.

      Rosen Consulting Group, a nationally recognized real estate advisory firm, believes that Southern California, including the Los Angeles metropolitan area, is among the brightest spots in the national economy and office market. According to Cushman & Wakefield of California, Inc., the Los Angeles area is one of the most dynamic economic regions in the world. Los Angeles and the surrounding counties comprising the greater metropolitan area have fared better than most major cities in the U.S. throughout the recent downturn in the economy, and are poised for considerable economic expansion over the next several years. Despite recent softness, Rosen Consulting Group projects improvements in vacancy rates, net absorption and rents in our LACBD and Tri-Cities submarkets in 2003, 2004 and 2005. According to Cushman & Wakefield of California, Inc., our Cerritos submarket has experienced total positive absorption of approximately 101,000 square feet since 2000, or an average of 33,713 square feet annually during the past three years. The vacancy level in our Cerritos submarket remained fairly stable from 2000 to 2001 until a large new building entered the market in 2002, significantly impacting vacancy levels.

Structure and Formation of Our Company

Formation Transactions

      Each property or interest therein that will be owned by us at the completion of this offering is currently owned by a partnership or limited liability company, referred to in this discussion as a property entity. The direct or indirect investors in the property entities include the Maguire Organization, its current employees, or persons formerly affiliated with the Maguire Organization, as well as lenders or their

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      Prior to or simultaneously with the completion of this offering, we will engage in formation transactions and related refinancing transactions, which are designed to consolidate the ownership of a portfolio of office and other properties or interests therein and a substantial majority of the commercial real estate management, leasing and development businesses of the Maguire Organization into our operating partnership and our services company, facilitate this offering, enable us to raise necessary capital to repay existing indebtedness related to certain of the properties in our portfolio, enable us to qualify as a REIT for federal income tax purposes commencing with the taxable year ending December 31, 2003 and to defer the recognition of gain by certain continuing investors. Pursuant to the formation transactions and related refinancing transactions:

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Consequences of this Offering and the Formation Transactions

      Upon completion of this offering and the formation transactions:

Benefits to Related Parties

      Upon completion of this offering or in connection with the formation transactions, Mr. Maguire or related entities will receive material benefits, including:

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Our senior officers and directors, other than Mr. Maguire, will receive material benefits, including:

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      We have not obtained any recent third-party appraisals of the properties and other assets to be contributed to our operating partnership or purchased by our operating partnership for cash in the formation transactions, or any other independent third-party valuations or fairness opinions in connection with the formation transactions. As a result, the consideration to be given in exchange by us for our properties and other assets in the formation transactions may exceed the fair market value of these properties and assets. See “Risk Factors — Risks Related to Our Properties and Our Business — We have not obtained recent appraisals of the properties in connection with this offering and the consideration given by us in exchange for them may exceed their fair market value.”

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      The following diagram depicts our ownership structure upon completion of this offering and the formation transactions. Our operating partnership will own the various properties depicted below directly or indirectly, and in some cases through special purpose entities that were created in connection with various financings.

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Restrictions on Transfer

      Under the partnership agreement, unitholders do not have redemption or exchange rights and may not otherwise transfer their units, except under certain limited circumstances, for a period of 14 months from consummation of this offering. In addition, our senior officers and directors, including Mr. Maguire, have agreed not to sell or otherwise transfer or encumber any shares of our common stock or securities convertible or exchangeable into our common stock (including units) owned by them at the completion of this offering or thereafter acquired by them for a period of one year after the completion of this offering without the consent of both Credit Suisse First Boston LLC and Citigroup Global Markets Inc.

Conflicts of Interest

      Following the completion of this offering, there will be conflicts of interest with respect to certain transactions between the unitholders, including Mr. Maguire and certain executive officers, on the one hand, and us and our stockholders, on the other. In particular, the consummation of certain business combinations, the sale of any properties or a reduction or refinancing of indebtedness could have adverse tax consequences to certain unitholders, which would make the transactions less desirable to them.

      Under the sale restriction provisions of Mr. Maguire’s, Master Investments, LLC’s and certain other contributors’ contribution agreements, we have agreed not to directly or indirectly sell, exchange or otherwise dispose of three of our properties in a taxable transaction until the ninth anniversary of the consummation of this offering (or up to the twelfth anniversary if Mr. Maguire and related entities retain ownership of 50% or more of the units received by them in the formation transactions and pursuant to option agreements) and two other properties until the seventh anniversary of the consummation of this offering (or up to the tenth anniversary if Mr. Maguire and related entities retain ownership of 50% or more of the units received by them in the formation transactions and pursuant to option agreements). In addition, under the debt maintenance provisions of the contribution agreements of Mr. Maguire and related entities and Master Investment, LLC, we have agreed to use commercially reasonable efforts to make certain levels of indebtedness available for each of them to guarantee which will, among other things, allow them to defer the recognition of gain in connection with the formation transactions. If we were to sell or refinance one or more of these properties in violation of these agreements we could be liable for substantial contractual damages.

      Mr. Maguire and Mr. Gilchrist will also have a conflict of interest because they and/or entities affiliated with them are parties to contribution agreements entered into in connection with the formation transactions, employment agreements and non-competition agreements that we may not seek to enforce as vigorously as we otherwise might because of our desire to maintain our relationship with them. Also, Mr. Maguire owns, outside of our company, Solana, a 1.4 million square foot office, hotel and retail property in the Dallas/Ft. Worth area, 17th & Grand, a parking garage in the LACBD, and 740 South Olive, a federally subsidized senior housing project in the LACBD as well as passive equity interests in other real estate limited partnerships, and Mr. Gilchrist owns a passive equity interest in CommonWealth Partners and other real estate limited partnerships, which may potentially become competitors. Additionally, Mr. Maguire will also have a conflict of interest because our operating partnership executed option agreements with entities directly or indirectly 100% beneficially owned by Mr. Maguire giving our operating partnership the right to acquire the option properties or interests in the option properties, and it would be economically beneficial to Mr. Maguire if the operating partnership exercised these options.

      Under his employment agreement, Mr. Maguire may devote time to the option and excluded properties consistent with his past practice, which may reduce the time he spends working on matters for us.

      We have adopted policies that are designed to eliminate or minimize certain potential conflicts of interest and, subject to compliance by our operating partnership with the sale restriction and debt maintenance provisions of the contribution agreements, the limited partners of our operating partnership have agreed that in the event of a conflict in the fiduciary duties owed by us to our stockholders and, in

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Restrictions on Ownership of our Capital Stock

      Due to limitations on the concentration of ownership of REIT stock imposed by the Internal Revenue Code of 1986, as amended, or the Code, our charter documents generally prohibit any person from actually or constructively owning more than 9.8% of the outstanding shares of our common stock. Our charter documents, however, do permit exceptions to be made for stockholders provided our board of directors determines such exceptions will not jeopardize our tax status as a REIT.

Revolving Credit Facility

      We intend to enter into a three-year, approximately $100 million secured revolving credit facility with an affiliate of Citigroup Global Markets Inc., one of our joint book-running managers, as joint lead arranger, that we expect to be available upon consummation of this offering. We expect to draw $53.5 million under this facility concurrently with or soon after the consummation of this offering in order to purchase additional interests in Glendale Center. We may draw an additional $31.3 million if the initial public offering price of our common stock is at the low end of the range of prices on the cover of this prospectus. The revolving credit facility will be secured by our interests in Cerritos Corporate Center Phase I and Phase II and Plaza Las Fuentes and Plaza Las Fuentes Westin. The credit facility is expected to have a one-year extension option. We expect to use the credit facility, among other things, to finance the formation transactions and the acquisition of properties (potentially including the option properties, although the acquisition of option properties is not currently anticipated in the near term), provide funds for tenant improvements and capital expenditures, and provide for working capital and other corporate purposes. We intend to enter into the credit facility prior to or contemporaneously with this offering. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources.”

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This Offering

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Dividend Policy

      We intend to make regular quarterly distributions to holders of our common stock. We intend to pay a pro rata distribution with respect to the period commencing on the completion of this offering and ending September 30, 2003, based on $0.4125 per share for a full quarter. On an annualized basis, this would be $1.65 per share, or an annual distribution rate of approximately 8.25% based on the initial public offering price. We expect approximately 70% of these distributions will represent a return of capital for the tax period ending December 31, 2003. We estimate that this initial distribution will represent approximately 95.4% of estimated cash available for distribution for the twelve months ending March 31, 2004. We established this distribution rate based upon an estimate of cash available for distribution after this offering, which we have calculated based on adjustments to our pro forma net income before minority interests for the year ended December 31, 2002. See “Dividend Policy” for information as to how this estimate was derived. We have estimated cash available for distribution for the sole purpose of determining our initial distribution amount. Our estimate of cash available for distribution should not be considered as an alternative to cash flow from operating activities (determined in accordance with accounting principles generally accepted in the United States of America, or GAAP) as an indicator of our liquidity or our ability to pay dividends or make distributions. We intend to maintain our initial distribution rate for the twelve-month period following completion of this offering unless actual results of operations, economic conditions or other factors differ materially from the assumptions used in our estimate. Distributions made by us will be authorized and determined by our board of directors in their sole discretion out of funds legally available therefor and will be dependent upon a number of factors, including restrictions under applicable law and the capital requirements of our company. We believe that our estimate of cash available for distribution constitutes a reasonable basis for setting the initial distribution; however, no assurance can be given that the estimate will prove accurate, and actual distributions may therefore be significantly different from the expected distributions. See “Dividend Policy” and “Forward Looking Statements.” If we have underestimated our cash available for distribution, we may need to increase our borrowings in order to fund our intended distributions. We expect our distributions to be greater than net income under GAAP because of non-cash charges. We do not intend to reduce the expected distribution per share if the underwriters’ overallotment option is exercised.

Our Tax Status

      We intend to be taxed as a REIT under Sections 856 through 860 of the Code, commencing with our taxable year ending December 31, 2003. We believe that our organization and proposed method of operation will enable us to meet the requirements for qualification and taxation as a REIT for federal income tax purposes. To maintain REIT status, we must meet a number of organizational and operational requirements, including a requirement that we annually distribute at least 90% of our REIT taxable income to our stockholders. As a REIT, we generally will not be subject to federal income tax on REIT taxable income we currently distribute to our stockholders. If we fail to qualify as a REIT in any taxable year, we will be subject to federal income tax at regular corporate rates. Even if we qualify for taxation as a REIT, we may be subject to some federal, state and local taxes on our income or property and the income of our services company will be subject to taxation at normal corporate rates. See “Federal Income Tax Considerations.”

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Summary Selected Combined Financial Data

      The following table sets forth summary selected combined financial and operating data on an unaudited pro forma basis for our company and on a combined historical financial information for the “Maguire Properties Predecessor.” The Maguire Properties Predecessor comprises a subset of the current and historical entities referred to collectively in this prospectus as the Maguire Organization. We have not presented historical information for Maguire Properties, Inc. because we have not had any corporate activity since our formation other than the issuance of 100 shares of common stock to Mr. Maguire in connection with the initial capitalization of our company and because we believe that a discussion of the results of Maguire Properties, Inc. would not be meaningful. The Maguire Properties Predecessor combined historical financial information includes:

Although we were the managing or administrative member with responsibility for day-to-day operations with respect to all of these entities, applicable accounting rules do not allow us to combine some of them because we did not, during the relevant time period, unilaterally control major decisions of such entities, such as sales and refinancings. The owners of the Maguire Properties Predecessor are Mr. Maguire and certain others who have minor ownership interests.

      You should read the following summary selected financial data in conjunction with our combined historical and pro forma consolidated financial statements and the related notes and with “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” which are included elsewhere in this prospectus.

      The historical combined balance sheet information as of December 31, 2002 and 2001 of the Maguire Properties Predecessor and combined statements of operations information for the years ended December 31, 2002, 2001 and 2000 of the Maguire Properties Predecessor have been derived from the historical combined financial statements audited by KPMG LLP, independent auditors, whose report with respect thereto is included elsewhere in this prospectus. The historical combined balance sheet information as of March 31, 2003 and combined statements of operations information for the three months ended March 31, 2003 and 2002 have been derived from the unaudited combined financial statements of the Maguire Properties Predecessor. The historical combined balance sheet information as of December 31, 2000 has been derived from the historical combined financial statements of the Maguire Properties Predecessor audited by KPMG LLP. In the opinion of the management of our company, the historical combined statements of operations for the three months ended March 31, 2003 and 2002 include all adjustments (consisting of only normal recurring adjustments) necessary to present fairly the information set forth therein. Our results of operations for the interim period ended March 31, 2003 are not necessarily indicative of the result to be obtained for the full fiscal year.

      Our unaudited summary selected pro forma consolidated financial statements and operating information as of and for the three months ended March 31, 2003 and for the year ended December 31, 2002 assumes completion of this offering, the formation transactions, the refinancing transactions, certain borrowings under our credit facility and the repayment of certain indebtedness and the redemption of outstanding preferred equity as of the beginning of the periods presented for the operating data and as of the stated date for the balance sheet data. Our pro forma consolidated financial statements also include the effects of the acquisition by us, or the assignment to us, of all of the ownership interests owned by third parties in US Bank Tower, Gas Company Tower, Wells Fargo Tower, Glendale Center, Cerritos Corporate Center Phase I and Phase II and Plaza Las Fuentes and the Plaza Las Fuentes Westin, and the related financing transactions that have occurred or will occur prior to or in conjunction with the consummation of

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The Company (Pro Forma) and the Maguire Properties Predecessor (Historical)