Melcor to purchase up to $15 million worth of Melcor REIT Class B LP Units
October 10 2019 - 7:19PM
Melcor Developments Ltd. (TSX: MRD) today announced that it intends
to complete a private placement of between $10 million and $15
million worth of Melcor REIT Limited Partnership (the
“Partnership”) Class B LP units. The Partnership is a subsidiary of
Real Estate Investment Trust (TSX: MR.UN – “the REIT”).
The private placement agreement was reached in conjunction with
the $54.8 million third-party acquisition of a 283,000 square foot
retail power centre in Grande Prairie, Alberta that the REIT
announced today and a $40 million convertible debenture “bought
deal” offering undertaken by the REIT (the “Offering”).
Darin Rayburn, President and Chief Executive Officer of both
Melcor and the REIT commented: “The REIT’s acquisition increases
our portfolio gross leasable area by 9.7% and is expected to be
immediately accretive to Unitholders, demonstrating the REIT’s
strong accretive growth potential. The private placement, to be
completed by Melcor, demonstrates Melcor’s ongoing support of the
REIT in achieving its growth objectives, and Melcor’s recognition
that the intrinsic value of the REIT far exceeds recent trading
ranges.”
The aggregate subscription for the private placement will be
equal to the greater of: (i) $15 million less the REIT’s gross
proceeds from the exercise of the over-allotment option granted in
connection with the Offering (if any); and (ii) $10 million.
The private placement is conditional upon the successful completion
of the acquisition. Each Class B LP unit will be issued at a 1.5%
premium to the market price of the REIT’s units based on the 5 day
volume weighted average immediately prior to close of the
acquisition.
Melcor currently holds an approximate 53.1% effective interest
in the REIT through ownership of all of the Class B LP Units of the
Partnership. Each Class B LP Unit is exchangeable at the option of
the holder for one Unit and has attached a Special Voting Unit,
providing for voting rights in the REIT. As a result of the
foregoing relationship, the private placement constitutes a
“related party transaction” under MI 61-101. MI 61-101 provides a
number of circumstances in which a transaction between an issuer
and a related party may be subject to valuation and minority
approval requirements. However, an exemption from such
requirements is available under MI 61-101 where the fair market
value of the transaction does not exceed 25% of the market
capitalization of the issuer. Given that the gross proceeds to the
REIT from the private placement will not exceed $15.0 million, the
private placement will not be subject to the valuation and minority
approval requirements of MI 61-101.
About Melcor Developments Ltd.
Melcor is a diversified real estate development and asset
management company that transforms real estate from raw land
through to high-quality finished product in both residential and
commercial built form. Melcor develops and manages mixed-use
residential communities, business and industrial parks, office
buildings, retail commercial centres and golf courses. Melcor owns
a well-diversified portfolio of assets in Alberta, Saskatchewan,
British Columbia, Arizona and Colorado.
Melcor has been focused on real estate since 1923. The company
has built over 140 communities across western Canada and today
manages over 4 million sf in commercial real estate assets and over
600 residential rental units. Melcor is committed to building
communities that enrich quality of life - communities where people
live, work, shop and play.
Melcor’s headquarters are located in Edmonton,
Alberta, with regional offices throughout Alberta and in British
Columbia and Phoenix, Arizona. Melcor has been a public company
since 1968 and trades on the Toronto Stock Exchange (TSX:MRD).
www.melcor.ca
Contact Information:
Media & Investor RelationsNicole
Forsythe780.945.4707ir@melcor.ca
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