Reduces MileSouth Ownership Interest in the REIT to Approximately 2.4% Down From 15.6%
TORONTO, ONTARIO and DALLAS, TEXAS–(Marketwired – March 23, 2016) –
NOT FOR DISTRIBUTION TO U.S. NEWS SERVICES OR DISSEMINATION IN THE UNITED STATES
Milestone Apartments Real Estate Investment Trust (TSX:MST.UN) (“Milestone” or the “REIT”) and MileSouth Apartment Portfolio LP, an affiliated entity of Invesco Ltd. (“MileSouth”), today announced that, due to strong demand, the size of the previously announced secondary offering by MileSouth has been increased to 10,000,000 trust units of the REIT (the “Units”). The Units will be sold by MileSouth at a price of C$16.50 per Unit, on a bought deal basis, for gross proceeds of approximately C$165 million (the “Offering”). The Offering is co-led by BMO Capital Markets and CIBC. MileSouth has granted the Underwriters an option to purchase up to an aggregate of 1,000,000 Units from MileSouth on the same terms and conditions, exercisable at any time, in whole or in part, up to 30 days after the closing of the Offering (the “Over-Allotment Option”). BMO Capital Markets is the sole bookrunner on the Offering. The Offering is expected to close on March 31, 2016.
The proceeds from the Offering will be paid to MileSouth. The REIT will not receive any proceeds from the Offering, or Over-Allotment Option, if exercised.
Upon completion of the Offering, Milestone expects that MileSouth will own approximately 1,815,000 Units, representing an approximate 2.4% ownership interest in the REIT, down from 42.9% at the time of the REIT’s initial public offering in March of 2013 and down from 15.6% before the Offering. If the Over-Allotment Option is exercised in full, Milestone expects that MileSouth will own approximately 815,000 Units, representing an approximate 1.1% ownership interest in the REIT.
The gradual and planned liquidation of MileSouth’s investment position in the REIT over the last two years is consistent with MileSouth’s investment mandate and increases the size of the REIT’s public float and liquidity.
Upon the completion of the Offering, MileSouth will own less than 10% of the outstanding Units on a fully-diluted basis, and as a result will no longer have the right to (i) require the REIT to include Units held by MileSouth in any future offering undertaken by the REIT by way of prospectus, (ii) require the REIT to use reasonable commercial efforts to file a prospectus qualifying Units held by MileSouth for distribution, or (iii) nominate one trustee to the REIT’s board of trustees.
The Units will be offered in each of the provinces and territories of Canada pursuant to the REIT’s base shelf prospectus dated August 27, 2014, as amended. The terms of the Offering will be described in a prospectus supplement dated March 23, 2016 to be filed with Canadian securities regulators. A copy of the prospectus supplement will be available under the REIT’s profile on the SEDAR website at www.sedar.com.
The Units offered in the Offering 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.
Milestone is an unincorporated, open-ended real estate investment trust that is governed by the laws of Ontario. The REIT’s portfolio consists of 72 multifamily garden-style residential properties, comprising 22,546 apartment units that are located in 14 major metropolitan markets throughout the Southeast and Southwest United States. Milestone is the largest real estate investment trust listed on the TSX focused solely on the United States multifamily sector. The REIT operates its portfolio through its internal property management company, Milestone Management, LLC, which has approximately 1,500 employees and manages more than 50,000 apartment units across the United States. Based in Dallas, TX, TMG Partners, L.P., an affiliate of The Milestone Group, LLC, is the external asset manager of the REIT. For more information, please visit www.milestonereit.com.
About The Milestone Group, LLC
The Milestone Group is a privately-held real estate investment management company with expertise and presence in major metropolitan markets throughout the United States. The firm has corporate offices in Dallas, Texas and New York, New York with regional acquisition and management offices across the United States. Founded in 2004, The Milestone Group has a strong track record of investing in the U.S. multifamily sector, including completion of approximately US$10 billion in multifamily transactions. For more information, please visit www.milestonegp.com.
This news release may contain forward-looking statements (within the meaning of applicable securities laws) relating to the business of the REIT and the environment in which it operates. Forward-looking statements are identified by words such as “believe”, “anticipate”, “expect”, “intend”, “plan”, “will”, “may”, “estimate” and other similar expressions. These statements are based on the REIT’s expectations, estimates, forecasts and projections and include, without limitation, statements regarding the completion of the Offering and MileSouth’s interest in the REIT (and related contractual rights) upon completion of the Offering. They are not guarantees of future performance and involve risks and uncertainties that are difficult to control or predict. A number of factors could cause actual results to differ materially from the results discussed in the forward-looking statements, including, but not limited to, the factors discussed under the heading “Risk Factors” in the REIT’s annual information form available at www.sedar.com. The forward-looking statements in this news release are based on certain assumptions, including that the REIT and MileSouth will satisfy all conditions to completion of the Offering. There can be no assurance that forward-looking statements will prove to be accurate as actual outcomes and results may differ materially from those expressed in these forward-looking statements. Readers, therefore, should not place undue reliance on any such forward-looking statements. Further, these forward-looking statements are made as of the date of this news release and, except as expressly required by applicable law, the REIT assumes no obligation to publicly update any such statement, whether as a result of new information, future events or otherwise.
Bay Street Communications