Slate Office REIT Closes $132 Million Bought Deal Offering
Slate Office REIT (TSX:SOT.UN) (the "REIT"), announced today that it has closed its previously announced bought deal offering of 12,778,800 subscription receipts of the REIT (the "Subscription Receipts") at a price of $8.10 per Subscription Receipt for gross proceeds of approximately $103.5 million (which includes proceeds from the full exercise of an over-allotment option to purchase additional Subscription Receipts), and $28.75 million of 5.25% convertible unsecured subordinated debentures of the REIT (the "Debentures") (which includes proceeds from the full exercise of an over-allotment option to purchase additional Debentures).
The REIT intends to use the entire net proceeds from the sale of the Subscription Receipts to finance, in part, the purchase price for the REIT's previously announced acquisition of seven properties located in the Greater Toronto Area and Atlantic Canada (the "Acquisitions") and related expenses, to reduce outstanding indebtedness under the REIT's revolving credit facility and for general trust purposes. The REIT intends to use the entire net proceeds from the sale of the Debentures to reduce outstanding indebtedness under the REIT's revolving credit facility and for general trust purposes.
On closing of the Acquisitions: (i) one unit of the REIT ("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 that the Subscription Receipts are outstanding, 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. The net proceeds from the sale of the Subscription Receipts will be held by an escrow agent pending the fulfillment or waiver of all outstanding conditions precedent to closing of the Acquisitions. The Acquisitions will be conditional upon the satisfaction of certain conditions including minority unitholder approval at a meeting of unitholders (the "Unitholder Meeting"). There can be no assurance that the closing conditions will be met or that the Acquisitions will be consummated. If the Acquisitions fail to close as described above by July 31, 2018, or the Acquisitions are terminated at an earlier time, the gross proceeds of the sale of the Subscription Receipts 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. The Acquisitions are expected to close by the end of March 2018.
Certain information herein constitutes "forward-looking information" as defined under Canadian securities laws 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 contained herein include, but are not limited to statements with respect to the following: the intention of the REIT and the vendor to complete the Acquisitions on the terms and conditions described herein; the expected use of proceeds from the sale of the Subscription Receipts; and the date on which the closings of the Acquisitions is expected to occur. Such forward-looking statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations, including that the transactions contemplated herein are completed. Forward-looking statements are necessarily based on a number of estimates and assumptions that, while considered reasonable by management as of the date hereof, are inherently subject to significant business, economic and competitive uncertainties and contingencies. 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 and 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, possibly materially, from the results discussed in the forward-looking statements. Additional information about risks and uncertainties is contained in the filings of the REIT with securities regulators, including the REIT's annual information form dated March 6, 2017.
About Slate Office REIT (TSX:SOT.UN)
Slate Office REIT is an open-ended real estate investment trust. The REIT's portfolio currently comprises 38 strategic and well-located real estate assets located primarily across Canada's major population centres. The REIT is focused on maximizing value through internal organic rental and occupancy growth and strategic acquisitions. Visit slateofficereit.com to learn more.
About Slate Asset Management L.P.
Slate Asset Management L.P. is a leading real estate investment platform with over $4.5 billion in assets under management. Slate is a value-oriented manager and a significant sponsor of all of 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. Visit slateam.com to learn more.
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