Slate Retail REIT (the "REIT") (TSX:SRT.UN)(TSX:SRT.U) announced today
that it has entered into an agreement to sell to a syndicate of
underwriters led by joint-bookrunners CIBC and GMP Securities (the
"Underwriters"), on a bought deal basis, 3,077,000 class U trust units
of the REIT (the "Units") at a price of C$13.00 per Unit or US$10.47 per
Unit (the "Offering Price") for gross proceeds of approximately C$40
million (the "Public Offering"). The REIT has also granted the
Underwriters an overallotment option to purchase up to an additional
461,550 Units on the same terms and conditions, exercisable at any time,
in whole or in part, up to 30 days after the closing of the Public
Offering (the "Over-Allotment Option").
Concurrently with the Public Offering, certain investors will acquire
769,230 Units at the Offering Price for gross proceeds of C$10 million
(the "Private Placement"). Slate Asset Management LP, the manager of the
REIT (the "Manager"), will subscribe for C$5 million of the Private
Placement representing 10% of the gross proceeds of the Public Offering
and Private Placement.
Proceeds of the Public Offering and Private Placement will be used to
repay amounts drawn under the REIT's credit facilities which were used
to partially fund previous acquisitions, for future acquisitions and for
general trust purposes. In addition, the REIT and Slate U.S. Opportunity
(No. 3) Realty Trust ("SUSO 3") announced today that they have entered
into an agreement for the REIT to acquire SUSO 3's assets in a US$195
million transaction (7.3% cap rate and US$130 per square foot). The REIT
will issue Units to SUSO 3 at the Offering Price as consideration for
the acquisition. In connection with closing the acquisition, SUSO 3 will
also make a special distribution of its remaining cash balance,
estimated to be approximately US$6 million to current investors, for
total proceeds to current SUSO 3 investors of $201 million less debt.
The proposed acquisition of SUSO 3 by the REIT is supported by the board
of trustees of the REIT and SUSO 3 and both have formed independent
committees to review it on behalf of the unitholders. The deal is
accretive to the REIT's AFFO per unit and provides SUSO 3 holders with a
total return in excess of 20%, varying depending on the currency of
their original investment.
Thomas Farley, Chairman of the REIT and the REIT's special committee for
the SUSO 3 transaction said, "We are pleased to announce the proposed
transaction as it demonstrates the REIT's ability to grow accretively
via strategic acquisitions. The SUSO 3 acquisition increases the REIT's
size to over US$900 million and is accretive to AFFO per unit. Along
with the SUSO 3 acquisition, the public equity raise and private
placement will provide the REIT with additional capital to continue
executing on its business plan."
Peter Tesché, Chairman of SUSO 3's special committee added, "The
proposed transaction is positive for SUSO 3 unitholders. The deal
provides holders with liquidity through ownership in a listed REIT and a
special cash distribution, a tax efficient equity rollover, monthly
distributions, an investment into a larger more diversified portfolio
and an attractive return on their original investment. The deal is also
consistent with SUSO 3's disclosed strategy."
Impact of the Acquisition on the REIT's Portfolio
The
acquisition will increase the scale of the REIT's property portfolio,
while further diversifying its tenant base and extending its weighted
average lease term
Since the REIT's formation in April 2014, the REIT has acquired 14
grocery anchored shopping centres, for US$196 million representing 1.6
million square feet of GLA at an average price per square foot of
US$125. If the proposed acquisition of SUSO 3 is completed, the REIT's
portfolio will grow to 56 properties with 6.6 million square feet of
GLA. Following closing of the acquisition, the REIT will have a
debt-to-GBV of approximately 53.5% and total assets exceeding US$900
million.
SUSO 3 Acquisition
SUSO 3 consists of 13 grocery anchored
shopping centres with 1.5 million square feet of GLA. The portfolio is
93.9% occupied and has a weighted average lease term of 6.5 years.
As described above, the REIT will issue Units to SUSO 3 at the Offering
Price as consideration for its acquisition of SUSO 3's assets. In
connection with closing the acquisition, SUSO 3 will distribute such
REIT Units to SUSO 3's unitholders in a "qualifying exchange" for income
tax purposes and will make a special distribution of SUSO 3's remaining
cash balance. The number of Units to be received by each unitholder of
SUSO 3 and the special distribution per unit will vary depending on the
class of SUSO 3 unit held. The proposed acquisition of SUSO 3 by the
REIT is supported by the board of trustees of each of the REIT and SUSO
3 and both have formed independent committees to review it on behalf of
their unitholders. Completion of the transaction is subject to the
completion of due diligence on behalf of such committees (including
receipt by the REIT of a formal valuation in respect of SUSO 3),
approval of the unitholders of each of the REIT and SUSO 3 in accordance
with Multilateral Instrument 61-101 - Protection of Minority Security
Holders in Special Transactions and the rules of the Toronto Stock
Exchange, approval of the Toronto Stock Exchange, and other customary
closing conditions. Upon completion of the aforementioned due diligence,
circulars will be sent to REIT unitholders and SUSO 3 unitholders with
further details on the transaction and will be followed by unitholder
votes of both parties. Subject to satisfaction of the conditions to
closing, it is anticipated that the transaction will be completed in the
second quarter of 2015. The Manager will not earn an acquisition fee on
the transaction. The Manager supports the acquisition as an investor in
both entities but as an interested party is not eligible to vote its
units. Post the Public Offering, Private Placement and acquisition of
SUSO 3, the manager will own 6.2% of the REIT. The Public Offering and
Private Placement
The Units issued in the Public Offering will be offered by way of a
short form prospectus to be filed with the securities commissions and
other similar regulatory authorities in each of the provinces and
territories of Canada. The Public Offering and Private Placement are
subject to certain conditions including, but not limited to, the receipt
of all regulatory approvals including the approval of the Toronto Stock
Exchange (the "TSX") and securities regulatory authorities, as
applicable and are not contingent on the closing of the acquisition of
SUSO 3. The Units issued in the Public Offering and the Private
Placement have not been, nor will they be, registered under the United
States Securities Act of 1933, as amended, (the "1933 Act") and may not
be offered, sold or delivered, directly or indirectly, in the United
States, or to, or for the account or benefit of, "U.S. persons" (as
defined in Regulation S under the 1933 Act), except pursuant to an
exemption from the registration requirements of the 1933 Act. This press
release does not constitute an offer to sell or a solicitation of an
offer to buy any Units in the United States or to, or for the account or
benefit of, U.S. persons.
About Slate Retail REIT
Slate Retail REIT is an open-ended
real estate investment trust focused on U.S. grocery-anchored real
estate. The REIT's portfolio includes 43 properties located primarily
across the top 50 U.S. metro markets. The REIT is focused on maximizing
value through internal organic rental growth and strategic acquisitions.
For more information, please visit www.slateretailreit.com.
About Slate U.S. Opportunity (No. 3) Realty Trust Slate U.S. Opportunity
(No. 3) Realty was established for the primary purpose of indirectly
acquiring, owning and leasing a portfolio of diversified
revenue-producing commercial real estate properties in the U.S. with a
focus on anchored retail properties. SUSO 3 indirectly owns a portfolio
of 13 properties. About Slate Asset Management
Slate Asset Management LP is a leading real estate investment platform
with over $2.3 billion in assets under management. Slate is a
value-oriented company and a significant sponsor of all its private and
publicly-traded investment vehicles, which are tailored to the unique
goals and objectives of its investors. The firm's careful and selective
investment approach creates long term value with an emphasis on capital
preservation and outsized returns. Slate is supported by exceptional
people, flexible capital and a proven ability to originate and execute
on a wide range of compelling investment opportunities. More information
is available at www.slateam.com.
Cautionary Statements Regarding Forward-Looking Statements
This
press release contains forward-looking statements with respect to the
REIT and SUSO 3 and their respective operations, strategy, financial
performance and financial condition, as well as with respect to the
Public Offering, the Private Placement and the SUSO 3 Acquisition. These
statements generally can be identified by the use of forward-looking
words such as "forecast", "may", "will", "would", "expect", "estimate",
"anticipate", "intend", "believe" or "continue" or the negative thereof
or similar variations. Some of the specific forward-looking statements
in this press release include, but are not limited to, statements with
respect to the closing of the transactions contemplated herein and the
effect of the transactions contemplated herein on the financial
performance of the REIT or SUSO 3. The actual results of the
transactions and the performance of the REIT or SUSO 3 discussed herein
could differ materially from those expressed or implied by such
statements. Accordingly, readers should not place undue reliance on
forward-looking statements. These cautionary statements qualify all
forward-looking statements attributable to the REIT or SUSO 3 and
persons acting on its behalf. See the risk factors in the public filings
of the REIT or SUSO 3, as applicable. Such statements are qualified in
their entirety by the inherent risks and uncertainties surrounding
future expectations. Some important factors that could cause actual
results to differ materially from expectations include, among other
things, general economic and market factors, competition, the failure to
receive any required approvals or consents in connection with the SUSO 3
Acquisition, the failure to realize expected benefits from the SUSO 3
Acquisition, the failure of the REIT to satisfy the conditions of the
Public Offering or Private Placement or otherwise close the Public
Offering or Private Placement and changes in securities or other laws or
regulations or the application thereof. The cautionary statements
qualify all forward-looking statements attributable to the REIT and
persons acting on its behalf. The assumptions made in making
forward-looking statements are referred to in the public filings of the
REIT or SUSO 3, as applicable. The assumptions made in making
forward-looking statements in this press release also include the
assumption that the REIT or SUSO 3, as applicable, will be in a position
to satisfy the conditions in respect of the SUSO 3 Acquisition, the
Public Offering and the Private Placement and complete those
transactions.
Unless otherwise stated, all forward-looking statements speak only as of
the date of this press release. Except as required by applicable law,
the REIT and SUSO 3 specifically disclaim any obligation to update or
revise any forward-looking statements, whether as a result of new
information, future developments or otherwise. Additional information
about these assumptions and risks and uncertainties is contained in the
filings of the REIT or SUSO 3, as applicable with securities regulators,
including its latest financial statements and management information
circular, copies of which may be obtained on the SEDAR website at www.sedar.com.
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