OVER-ALLOTMENT OPTION ALSO EXERCISED
NOT FOR DISTRIBUTION IN THE UNITED STATES OR OVER UNITED STATES WIRE SERVICES
TORONTO, Feb. 27, 2020 (GLOBE NEWSWIRE) — WPT Industrial Real Estate Investment Trust (the âREITâ) (TSX:WIR.U; WIR.UN â OTCQX: WPTIF) announced today that it has completed its previously announced public offering (the âPublic Offeringâ) of 16,272,500 subscription receipts (the âSubscription Receiptsâ), inclusive of 2,122,500 Subscription Receipts issued pursuant to the exercise in full of the over-allotment option, on a bought deal basis at a price of US$14.35 per Subscription Receipt (the âOffering Priceâ) for total gross proceeds to the REIT of US$233,510,375. The Public Offering was completed through a syndicate of underwriters co-led and joint bookrun by Desjardins Capital Markets, BMO Capital Markets and RBC Capital Markets, which also included CIBC Capital Markets, National Bank Financial, Scotiabank, TD Securities, Canaccord Genuity, Industrial Alliance Securities and Morgan Stanley Canada. The Subscription Receipts issued pursuant to the Public Offering will commence trading on the Toronto Stock Exchange today under the ticker symbol WIR.R.
Concurrently with the closing of the Public Offering, the REIT also closed its previously announced private placement (the âPrivate Placementâ, and together with the Public Offering, the âFinancingâ) of 2,578,400 Subscription Receipts issued at the Offering Price to Alberta Investment Management Corporation as nominee and bare trustee (âAIMCoâ), the REITâs largest unitholder, for total gross proceeds of US$37,000,040. Following the issuance of trust units of the REIT (the âUnitsâ) upon exchange of Subscription Receipts (as described below), AIMCoâs ownership in the REIT will be approximately 16.6%.
The REIT intends to use the net proceeds from the Financing to fund, in part, the purchase price for the REITâs previously announced acquisition of a portfolio (the âAcquisition Portfolioâ) of 26 U.S. distribution and logistics properties and one 85-acre land parcel for a purchase price of approximately US$730 million (exclusive of closing and transaction adjustments) (collectively, the âAcquisitionâ).
The Acquisition is expected to close on or about March 31, 2020. On closing of the Acquisition: (i) one Unit will be automatically issued in exchange for each Subscription Receipt (subject to customary anti-dilution protection), without payment of additional consideration or further action by the holder thereof; (ii) an amount per Subscription Receipt equal to the amount per Unit of any cash distributions made by the REIT for which record dates have occurred during the period from and including February 27, 2020 to and including the date immediately preceding the date Units are issued to holders of Subscription Receipts, net of any applicable withholding taxes, will become payable in respect of each Subscription Receipt, and (iii) the net proceeds from the sale of the Subscription Receipts will be released from escrow to the REIT.
If the Acquisition fails to close by 5:00 p.m. (Toronto time) on June 30, 2020, or the Acquisition is terminated at an earlier time, or the REIT announces by press release that it will not proceed with the Acquisition, the gross proceeds of the Financing and pro rata entitlement to interest earned or deemed to be earned on the Subscription Receipts, net of any applicable withholding taxes, will be paid to holders of the Subscription Receipts and the Subscription Receipts will be cancelled.
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 acquires, develops, manages and owns industrial properties located in the United States, with a particular focus on warehouse and distribution industrial real estate. As at January 31, 2020, WPT Industrial, LP (the REITâs operating subsidiary) indirectly owned a portfolio of properties across 18 states in the United States consisting of approximately 23.1 million square feet of gross leasable area, comprised of 76 industrial properties. The REIT pays monthly cash distributions, currently at US$0.0633 per Unit, or approximately US$0.76 per Unit on an annualized basis.
Caution Regarding Forward Looking Information
This press release contains âforward-looking informationâ as defined under applicable Canadian securities law (âforward-looking informationâ or âforward-looking statementsâ), including with respect to the expected acquisition of the Acquisition Portfolio, the cost, timing and composition thereof and funding therefor and the proposed closing date for the Acquisition. Such statements reflect managementâs expectations regarding objectives, plans, goals, strategies, future growth, results of operations, performance, business prospects and opportunities of the REIT. The words âplansâ, âexpectsâ, âscheduledâ, âestimatesâ, âintendsâ, âanticipatesâ, âprojectsâ, âbelievesâ or variations of such words and phrases (including negative variations) or statements to the effect that certain actions, events or results âmayâ, âwillâ, âcouldâ, âwouldâ, âmightâ, âoccurâ, âbe achievedâ or âcontinueâ and similar expressions identify forward-looking statements. 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. Such estimates, beliefs and assumptions include that the conditions to closing of the acquisition of the Acquisition Portfolio will be met or waived in a timely manner and that the acquisition of the Acquisition Portfolio will be completed on the current agreed upon terms.
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, if achieved at all. 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 or referenced under âRisk Factorsâ in the REITâs prospectus supplement dated February 20, 2020 to the base shelf prospectus dated December 5, 2019 which is available under the REITâs profile on SEDAR at www.sedar.com. These forward-looking statements have been approved by management to be 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.
For More Information, please contact:
Scott Frederiksen, Chief Executive Officer
WPT Industrial Real Estate Investment Trust
Tel: (612) 800-8501