Automotive Properties Real Estate Investment Trust Completes $75 Million Initial Public Offering
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TORONTO, July 22, 2015 /CNW/ – Automotive Properties Real Estate Investment Trust (the "REIT")(TSX: APR.UN) announced today that it has completed its initial public offering of 7,500,000 trust units (the "Units") of the REIT (the "Offering") at a price of $10.00 per Unit. The Offering raised gross proceeds of $75 million.
The Units will commence trading today on the Toronto Stock Exchange (the "TSX") under the symbol "APR.UN".
The REIT has been formed as a growth-oriented real estate entity that will focus on owning and acquiring primarily income-producing automotive dealership properties located in Canada. On closing, the REIT's portfolio of 26 income-producing commercial properties (the "Initial Properties") represents approximately 958,000 square feet of gross leasable area in Ontario, Saskatchewan, Alberta and British Columbia.
The REIT used the proceeds of the Offering, together with drawdowns under the REIT's credit facilities, to indirectly acquire, through Automotive Properties Limited Partnership (the "Partnership"), from subsidiaries of 893353 Alberta Inc. ("Dilawri") or entities related to Dilawri, the Initial Properties (the "Acquisition") for a total purchase price of approximately $354.2 million. Affiliates of, and entities related to, Dilawri are the REIT's only tenants as of closing, occupying approximately 87% of the REIT's gross leasable area, and will be its most significant tenants for the foreseeable future.
The Offering was underwritten by a syndicate of underwriters with TD Securities Inc. and Canaccord Genuity Corp. acting as co-lead underwriters and joint bookrunners. The underwriters have been granted an over-allotment option, exercisable at any one time up to 30 days following closing to purchase up to an additional 1,125,000 Units which, if exercised in full, will increase the total gross proceeds of the Offering to $86,250,000. The proceeds received by the REIT on the exercise of the over-allotment option, to the extent exercised, will be used by the REIT to repay debt and provide additional working capital for the REIT.
On closing, Dilawri, indirectly owns, controls or directs an approximate 57.0% effective interest in the REIT (or an approximate 53.5% effective interest if the over-allotment is exercised in full) on a fully-diluted basis through ownership of 9,933,253, or all, of the Class B limited partnership units of the Partnership, which are economically equivalent to and exchangeable for Units on a one-for-one basis (subject to customary anti-dilution protections). The Class B limited partnership units are accompanied by "special voting units" which entitle the holder to an equivalent number of votes in the REIT. Dilawri and a subsidiary of Dilawri will administer the REIT following closing, including providing the REIT's President and Chief Executive Officer and Chief Financial Officer and Corporate Secretary.
The REIT initially intends to make monthly cash distributions of $0.067 per Unit. The first distribution of the REIT, once declared, will be in the amount of $0.089 per Unit for the period from closing to August 31, 2015 and will be paid on September 15, 2015 to unitholders of record at the close of business on August 31, 2015. Declared distributions will thereafter be paid on or about the 15th day of each month to unitholders of record at the close of business on the last business day of the immediately preceding month.
No securities regulatory authority has either approved or disapproved of the contents of this new release. The Units have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") or the securities laws of any state ofthe United States and may not be offered, sold or delivered, directly or indirectly, in the United States except pursuant to an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the Units in the United States.
About Automotive Properties Real Estate Investment Trust
Automotive Properties Real Estate Investment Trust is an unincorporated, open-ended real estate investment trust focused on owning and acquiring primarily income-producing automotive dealership properties located in Canada. The REIT's portfolio of 26 income-producing commercial properties represents approximately 958,000 square feet of gross leasable area in Ontario, Saskatchewan,Alberta and British Columbia leased exclusively to affiliates of, or entities related to, 893353 Alberta Inc. (Dilawri).
Forward –Looking Statements
This press release contains forward-looking information within the meaning of applicable securities legislation, which reflects the REIT's current expectations regarding future events and in some cases can be identified by such terms as "will" and "expected". Forward-looking information is based on a number of assumptions and is subject to a number of risks and uncertainties, many of which are beyond the REIT's control, that could cause actual results and events to differ materially from those that are disclosed in or implied by such forward-looking information. Such risks and uncertainties include, but are not limited to, the factors discussed under "Risk Factors" in the prospectus of the REIT dated July 10, 2015. The REIT does not undertake any obligation to update such forward-looking information, whether as a result of new information, future events or otherwise, except as expressly required by applicable law.
SOURCE Automotive Properties Real Estate Investment Trust
For further information: Milton Lamb, President and Chief Executive Officer, Automotive Properties Real Estate Investment Trust, Tel: (647) 789-2445; Andrew Kalra, Chief Financial Officer, Automotive Properties Real Estate Investment Trust, Tel: (647) 789-2446