TORONTO, March 25, 2015 /CNW/ – Slate Retail REIT (the “REIT“) (TSX:SRT.UN) provided an update today in connection with its previously announced agreement to acquire the assets of Slate U.S. Opportunity (No. 3) Realty Trust (“SUSO 3“) in a US$195 million transaction (7.3% cap rate and US$130 per square foot) (the “SUSO 3 Acquisition“).
In connection with the anticipated unitholder vote on the SUSO 3 Acquisition, the REIT has applied for exemptive relief from the Ontario Securities Commission with respect to the matters described below with a view to ensuring that such vote is structured in a manner that is fair to all unitholders of the REIT.
As previously disclosed, the REIT will issue class U trust units to SUSO 3 as consideration for the acquisition, as well as class B limited partnership units of a subsidiary of the REIT that will be economically equivalent to the class U trust units of the REIT (subject to certain adjustments) and redeemable for cash or such class U trust units. Pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101“), the SUSO 3 Acquisition and the issuance of class B limited partnership units in connection therewith constitute a “related party transaction” for the REIT. Pursuant to MI 61-101, the REIT is required to obtain a formal valuation of SUSO 3’s assets and the class B limited partnership units, and the REIT is required to obtain minority unitholder approval at a meeting of unitholders from each class of “affected securities” of the REIT, in each case voting separately as a class.
The REIT has applied to the Ontario Securities Commission for exemptive relief from the requirement to obtain a formal valuation of the class B limited partnership units on the basis that such units are economically equivalent to the class U trust units of the REIT which are listed on the Toronto Stock Exchange. The REIT has also applied to the Ontario Securities Commission for exemptive relief from the requirement that unitholder approval be obtained on a class-by-class basis because (i) the declaration of trust of the REIT provides that unitholders will vote as a single class unless the Board determines that the nature of business to be transacted at the meeting affects holders of one class of trust units in a manner materially different from its effect on holders of another class of trust units (in which case the units of the affected class would vote separately); and (ii) in the view of the REIT, the SUSO 3 Acquisition will not have such a differential effect on the holders of any class of trust units of the REIT as compared to the other classes of holders of trust units.
If the exemptive relief application regarding the separate class vote is granted in respect of the REIT, then holders of class U units, class A units, class I units and special voting units of the REIT, other than units held by interested parties, would vote on the SUSO 3 Acquisition pursuant to MI 61-101 as a single class.
Completion of the transaction remains subject to the completion of due diligence on behalf of the independent committees of each trust (including receipt by the REIT of a formal valuation in respect of SUSO 3’s assets as required pursuant to MI 61-101), approval of the unitholders of each of the REIT and SUSO 3 in accordance with MI 61-101 and the rules of the Toronto Stock Exchange, approval of the Toronto Stock Exchange, and other customary closing conditions.
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 over 40 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 Trust 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 L.P. is a leading real estate investment platform with over $2.5 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.
This press release contains forward-looking statements with respect to the REIT and its operations, strategy, financial performance and financial condition, as well as with respect to 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 transaction contemplated herein and the effect of the transaction contemplated herein on the financial performance of the REIT. The actual results of the transaction and the performance of the REIT 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 and persons acting on its behalf. See the risk factors in the public filings of the REIT. 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 including the exemptive relief, the failure of the of the REIT to realize expected benefits from the SUSO 3 Acquisition 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. The assumptions made in making forward-looking statements in this press release also include the assumption that the REIT will be in a position to satisfy the conditions in respect of the SUSO 3 Acquisition and complete the transaction.
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 specifically disclaims 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 REIT’s filings 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.
SOURCE Slate Retail REIT