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

In addition to assuming Trizec Properties' liabilities, theUPREIT is the borrower under the company's $750-million unsecuredcredit facility. During Wachovia Securities' annual real estateconference earlier this month, chief financial officer MichaelColleran noted the REIT continues to exit non-core markets, butcould expand its list of seven core markets to include areas suchas Orange County and San Diego.

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

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