Sellers could opt to receive partnership units in Trizec Holdings Operating and, over time, convert them to shares of Trizec Properties stock. Taxes would then come due.

In addition to assuming Trizec Properties' liabilities, the UPREIT is the borrower under the company's $750-million unsecured credit facility. During Wachovia Securities' annual real estate conference earlier this month, chief financial officer Michael Colleran noted the REIT continues to exit non-core markets, but could expand its list of seven core markets to include areas such as Orange County and San Diego.

Meanwhile, the company has moved its headquarters from Sears Tower, which it passed on acquiring earlier this year, in favor of the 11th floor of 10 S. Riverside Dr.

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