TORONTO, ONTARIO–(Marketwired – June 28, 2016) –
NOT FOR DISTRIBUTION IN THE UNITED STATES OR OVER UNITED STATES WIRE SERVICES
WPT Industrial Real Estate Investment Trust (TSX:WIR.U) (the “REIT”) announced today that it has entered into an agreement to sell to a syndicate of underwriters co-led by Desjardins Securities Inc., CIBC Capital Markets and RBC Dominion Securities Inc., on a bought deal basis, 5,429,900 units of the REIT at a price of US$11.05 per unit (the “Offering Price”) for gross proceeds to the REIT of approximately US$60,000,000 (the “Offering”). The REIT has granted the underwriters an option (the “Over-Allotment Option”), exercisable for a period of 30 days following the closing of the Offering, to purchase up to an additional 814,485 units of the REIT to cover over-allotments, if any. The Offering is expected to close on or about July 19, 2016.
Concurrent with the Offering, Alberta Investment Management Corporation (“AIMCo”) intends to purchase 1,357,467 units of the REIT at a price of US$11.05 per unit, on a non-brokered private placement basis, for gross proceeds to the REIT of approximately US$15,000,000 (the “Concurrent Private Placement”). To the extent the Over-Allotment Option is exercised, AIMCo will also have the option to purchase, on a non-brokered private placement basis, up to 203,620 additional units of the REIT. AIMCo currently holds an approximate 29.2% interest in the REIT, and after giving effect to the Offering and the Concurrent Private Placement, AIMCo’s interest in the REIT will be approximately 27.6%.
The REIT intends to use the net proceeds from Offering as an available source of funding for potential future acquisitions of industrial properties located in major U.S. distribution and logistics markets and for a development project in Indianapolis, IN (the “Indianapolis Development”). Until utilized for these purposes, the REIT intends to repay existing outstanding indebtedness under its revolving facility (currently US$46.5 million drawn) which can then be re-borrowed and used by the REIT as noted above, as well as for working capital and general trust purposes.
Each of the potential acquisition properties is at various stages of due diligence and there can be no assurance that the acquisitions will be completed. The Indianapolis Development will be a class A warehouse building totaling 171,600 square feet of leasable space, which will be constructed on a vacant land parcel at the REIT’s 3003 Reeves Road property. The total project cost for the Indianapolis Development is estimated to be US$10.3 million. Construction is scheduled to begin in early August 2016, with completion expected in May 2017.
The units forming part of the Offering will be offered in Canada pursuant to 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, pursuant to National Instrument 44-101 – Short Form Prospectus Distributions.
The Offering and the Concurrent Private Placement are subject to certain conditions, including, but not limited to, receipt of all necessary regulatory approvals, including the approval of the Toronto Stock Exchange.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The Units have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.
About WPT Industrial Real Estate Investment Trust
WPT Industrial Real Estate Investment Trust is an unincorporated, open-ended real estate investment trust established pursuant to a declaration of trust under the laws of the Province of Ontario. The REIT has been formed to own and operate an institutional-quality portfolio of primarily industrial properties located in the United States, with a particular focus on warehouse and distribution industrial real estate. WPT Industrial, LP (the REIT’s operating subsidiary) indirectly owns a portfolio of properties consisting of approximately 15.1 million square feet of gross leasable area, comprised of 46 industrial properties and two office properties located in 13 states within the United States. Welsh Property Trust, LLC is the external asset manager and property manager of the REIT.
This press release contains “forward-looking information” as defined under applicable Canadian securities law (“forward-looking information” or “forward-looking statements“) 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 in this press release include, but are not limited to, statements with respect to: the closing of the Offering and the expected closing date thereof; the REIT’s intended use of proceeds of the Offering; the REIT’s pursuit of acquisition, development and investment opportunities; the estimated total project cost for the Indianapolis Development; the projected stabilized yield for the Indianapolis Development; and the expected timing for construction and completion of the Indianapolis Development. Forward-looking statements are necessarily based on a number of estimates and assumptions that, while considered reasonable by management of the REIT as of the date of this press release, are inherently subject to significant business, economic and competitive uncertainties and contingencies. The REIT’s estimates, beliefs and assumptions, which may prove to be incorrect, include the various assumptions set forth herein, including, but not limited to, the REIT’s and each property’s future growth potential, results of operations, future prospects and opportunities, the demographic and industry trends remaining unchanged, no change in legislative or regulatory matters, future levels of indebtedness, the tax laws as currently in effect remaining unchanged, the continual availability of capital, the current economic conditions remaining unchanged, continued positive net absorption and declining vacancy rates in the markets in which the REIT’s properties are located, and, with respect to the Indianapolis Development, reasonable assumptions concerning future tenancy, market rent rates, tenant improvements, leasing commissions, downtime, and costs of materials.
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, 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 materially from the results discussed in the forward-looking statements, including, but not limited to, the factors discussed under “Risk Factors” in the REIT’s annual information form for the year ended December 31, 2015, which is available under the REIT’s profile on SEDAR at www.sedar.com. These forward-looking statements are made as of the date of this press release and, except as expressly required by applicable law, the REIT assumes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.
Chief Executive Officer
(952) 842-7737 (FAX)