The IPC REIT started to shop itselfin January. The press release about the agreement was issued lateyesterday. The IPC REIT release says its board of trusteesunanimously agreed to the buy-out and will recommend approval tounit holders, who will meet in mid-October to vote on theoffer.

The agreement builds in a "go-shop" clause, which expires Sept.30. There is a $6-million breakup fee if the seller's board changesits mind or takes a superior offer. Behringer Harvard also has theright to match any other deal that goes on the table. After Sept.30, IPC REIT is free to respond to any unsolicited proposals, butis subject to a $12-million breakup fee.

The Canadian REIT's portfolio is weighted with assets in CBDs ortop-ranked submarkets like Houston's Galleria, where it owns the574,812-sf Loop Central at 4848 Loop Central Dr. and its only onein Texas since April's sale of the843,728-sf 2100 RossAve. in Downtown Dallas. It also owns properties inFlorida, Kansas, Kentucky, Louisiana, Massachusetts, Maryland,Nevada, New Hampshire, New Jersey, New York, Ohio, Pennsylvania andTennessee.