Slate Retail REIT (TSX: SRT.U) (TSX: SRT.UN) (the "REIT"), an owner and
operator of U.S. grocery-anchored real estate, announced today that it
has entered into an agreement to sell, on a bought deal basis, 4,410,000
class U units of the REIT (“Units”) to a syndicate of underwriters (the
“Underwriters”) led by CIBC Capital Markets, BMO Capital Markets and GMP
Securities. The Units will be offered at a price of C$14.75 per Unit or
US$11.00 per Unit (the “Offering Price”) for gross proceeds of
approximately C$65million (the “Public Offering”).
The REIT has also granted the Underwriters an over-allotment option to
purchase up to an additional 15% ofthe Public Offering 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”).
Concurrent with the Public Offering, Slate Asset Management L.P.
(“Slate”), the REIT’s manager, will acquire 170,000 Units at the
Offering Price for gross proceeds of approximately C$2.5 million (the
“Private Placement”), representing 3.7% of the aggregate gross proceeds
of the Public Offering and Private Placement. Following the completion
of the Public Offering and Private Placement, Slate’s interest in the
REIT will be 6.3% on a fully diluted basis.
Proceeds of the Public Offering and Private Placement will initially be
used to reduce outstanding indebtedness under the REIT’s credit facility
(which may be subsequently redrawn and applied as needed to fund future
acquisitions and for general trust purposes).
Since the beginning of 2017, the REIT has completed or announced the
acquisition of US$106.9 million of property acquisitions. The REIT
continues to have a robust pipeline of grocery-anchored property
acquisition opportunities that it is actively evaluating.
|
Property
|
|
Location
|
|
Purchase Price
(US$ millions)
|
|
Per Sq.ft.
(US$)
|
|
Norwin Town Square
|
|
North Huntingdon, PA
|
|
$
|
18.9
|
|
$
|
129
|
|
11 Galleria
|
|
Greenville, NC
|
|
|
13.7
|
|
|
129
|
|
Eustis Village
|
|
Orlando, FL
|
|
|
23.0
|
|
|
147
|
|
Mooresville Consumer Square
|
|
Mooresville, NC
|
|
|
51.3
|
|
|
109
|
|
Total / Weighted Average
|
|
|
|
$
|
106.9
|
|
$
|
121
|
“The opportunity to make accretive acquisitions of grocery-anchored
retail assets continues to be very deep,” said Greg Stevenson, the
REIT’s Chief Executive Officer. “We are excited about continuing to
capitalize on these opportunities in order to deliver growth for our
unitholders.”
The Public Offering is being made under the REIT’s base shelf prospectus
dated March 17, 2017. The REIT intends to file a prospectus supplement
relating to the issuance of the Units by May 25, 2017 with the
securities commissions and other similar regulatory authorities in each
of the provinces and territories of Canada. The Public Offering and the
Private Placement are subject to the receipt of all necessary approvals,
including the approval of the Toronto Stock Exchange. Closing of the
Public Offering and Private Placement are expected to take place on or
about May 31, 2017.
The Units have not been and will not be registered under the United
States Securities Act of 1933 and accordingly will not be offered, sold
or delivered, directly or indirectly within the United States, its
possessions and other areas subject to its jurisdiction or to, or for
the account or for the benefit of, a U.S. person, except pursuant to
applicable exemptions from the registration requirements. 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
for the benefit of, U.S. persons.
Slate Asset Management L.P. (“Slate”) is the REIT’s manager.
About Slate Retail REIT (TSX: SRT.U / SRT.UN)
Slate Retail
REIT is a real estate investment trust focused on U.S. grocery-anchored
real estate. The REIT owns and operates over US$1 billion of assets
located across the top 50 U.S. metro markets that are visited regularly
by consumers for their everyday needs. The REIT’s conservative payout
ratio, together with its diversified portfolio and quality tenant
covenants, provides a strong basis to continue to grow unitholder
distributions and the flexibility to capitalize on opportunities that
drive value appreciation. Visit www.slateretailreit.com to
learn more about the REIT.
About Slate Asset Management L.P.
Slate Asset Management
L.P. is a leading real estate investment platform with over C$4.0
billion in assets under management. Slate is a value-oriented manager
and a significant sponsor of all of 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. Visit slateam.com to
learn more.
Forward-Looking Statements
Certain information herein
constitutes “forward-looking information” as defined under Canadian
securities laws which reflect management’s expectations regarding
objectives, plans, goals, strategies, future growth, results of
operations, performance, business prospects and opportunities of the
REIT. The words “plans”, “expects”, “does not expect”, “scheduled”,
“estimates”, “intends”, “anticipates”, “does not anticipate”,
“projects”, “believes”, or variations of such words and phrases or
statements to the effect that certain actions, events or results “may”,
“will”, “could”, “would”, “might”, “occur”, “be achieved”, or “continue”
and similar expressions identify forward-looking statements. Some of the
specific forward-looking statements contained herein include, but are
not limited to, statements with respect to the following: the use of the
net proceeds of the Public Offering and Private Placement; the timing
for the filing of the prospectus supplement; the intention of the REIT
to complete the Public Offering and Private Placement on the terms and
conditions described herein; and the date on which the closing of the
Public Offering and Private Placement are expected to occur. Such
forward-looking statements are qualified in their entirety by the
inherent risks and uncertainties surrounding future expectations,
including that the transactions contemplated herein are completed.
Forward-looking statements are necessarily based on a number of
estimates and assumptions that, while considered reasonable by
management as of the date hereof, are inherently subject to significant
business, economic and competitive uncertainties and contingencies. When
relying on forward-looking statements to make decisions, the REIT
cautions readers not to place undue reliance on these statements, as
forward-looking statements involve significant risks and uncertainties
and should not be read as guarantees of future performance or results,
and will not necessarily be accurate indications of whether or not the
times at or by which such performance or results will be achieved. A
number of factors could cause actual results to differ, possibly
materially, from the results discussed in the forward-looking
statements. Additional information about risks and uncertainties is
contained in the filings of the REIT with securities regulators,
including the REIT’s base shelf prospectus dated March 17, 2017.
For Further Information
Investor Relations
Slate Retail REIT
+1 416 644 4264
ir@slateam.com