/THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN
CANADA ONLY AND IS NOT INTENDED
FOR DISTRIBUTION TO UNITED STATES
NEWSWIRE SERVICES OR DISSEMINATION IN THE
UNITED STATES./
TORONTO, April 17, 2019 /CNW/ - Firm Capital Property
Trust ("FCPT" or the "Trust"), (TSX-V: FCD.UN) is
pleased to announce that its previously announced fully marketed
offering (the "Offering") will consist of 4,100,000 trust
units (the "Trust Units") at a price of $6.40 per Trust Unit (the "Offering
Price"), for aggregate gross proceeds of $26.2 million (or 4,715,000 Trust Units for
aggregate gross proceeds of $30.2
million if the over-allotment option is exercised in full),
which is larger than the original anticipated amount of
approximately $20 million. Closing of
the Offering is expected to occur on or about April 24, 2019 (the "Closing Date"),
subject to the satisfaction of customary closing conditions,
including the receipt of all necessary regulatory and stock
exchange approvals.
FCPT has filed a final prospectus supplement dated April 17, 2019 in connection with the Offering
(the "Prospectus Supplement") with the securities regulatory
authorities in all provinces of Canada, except Quebec. A copy of the Prospectus Supplement is
available under the Trust's profile on SEDAR at www.sedar.com.
MARKETED OFFERING AND UNDERWRITING AGREEMENT
In connection with the Offering, FCPT has entered into an
underwriting agreement (the "Underwriting Agreement") with a
syndicate of underwriters led by Canaccord Genuity Corp., CIBC
Capital Markets, and National Bank Financial Inc., and including
Scotiabank, TD Securities Inc., Echelon Wealth Partners Inc.,
Industrial Alliance Securities Inc., Raymond James Ltd., Desjardins
Securities Inc., GMP Securities L.P., and Laurentian Bank
Securities Inc. (collectively, the "Underwriters") pursuant
to which the Underwriters have agreed to purchase 4,100,000 Trust
Units at the Offering Price.
The Trust has also granted the Underwriters an over-allotment
option exercisable, in whole or in part, to purchase up to an
additional 615,000 Trust Units at the Offering Price (for estimated
aggregate gross proceeds to the Trust of $30.2 million if the over-allotment option is
exercised in full) for a period of 30 days from the Closing Date,
to cover over-allotments, if any, and for market stabilization
purposes.
The net proceeds of the Offering will be used by the Trust to
fund the cash portion of the purchase price of the Acquisition
Portfolio (as defined below) and for working capital and general
trust purposes.
CONCURRENT PRIVATE PLACEMENT
As previously announced, in addition to the Offering, the Trust
intends to close a non-brokered private placement of Trust Units
concurrently with the Offering (the "Concurrent Private
Placement"), on substantially the same terms as the Offering,
raising gross proceeds of approximately $15
million. The Concurrent Private Placement is expected to
close on the Closing Date. The subscribers of the Concurrent
Private Placement, among others, will include an existing
institutional unitholder of the Trust and a group consisting of
certain members of senior management and trustees of the Trust. The
distribution of Trust Units pursuant to the Concurrent Private
Placement will not be qualified pursuant to the Prospectus
Supplement. Closing of the Offering will be conditional upon
closing of the Concurrent Private Placement for minimum aggregate
gross proceeds of $15 million.
Closing of the Concurrent Private Placement is conditional on the
closing of the Offering.
THE ACQUISITION PORTFOLIO
On April 3, 2019, the Company
announced that it entered into an agreement to acquire (the
"Acquisition") from First Capital Realty Inc. and an
affiliate thereof (collectively, "First Capital") a 50%
non-managing interest in six net-leased primarily grocery anchored
shopping centres located in Ontario and Quebec (the
"Acquisition Portfolio"). The acquisition price
for 100% of the Acquisition Portfolio is approximately $266 million, excluding transaction costs. The
Trust's portion of the acquisition price is approximately
$133 million.
The Acquisition Portfolio is comprised of six properties
totaling 1,022,600 square feet of GLA (at a 100% interest) located
in Ottawa, Ontario; Nepean, Ontario; Repentigny, Quebec; and Gatineau, Quebec. All six of the properties
are anchored by high quality tenants including Canadian Tire, IGA,
Loblaws, Walmart, and Shoppers Drug Mart, among others. The
Acquisition Portfolio is approximately 97% occupied and has a
remaining weighted average lease term ("WALT") of
approximately 6.1 years. Upon closing of the Acquisition, the Trust
and First Capital will enter into a co-ownership arrangement such
that the Trust and First Capital will each own half of the
Acquisition Portfolio. First Capital will also property manage the
Acquisition Portfolio. Closing of the Acquisition Portfolio is
expected to occur on or about May 2,
2019.
Property
|
Property
Occupancy1
|
GLA (at
100%)
|
% of
Total
|
Remaining
WALT (Years) 1
|
Carrefour du Plateau
(Gatineau)
|
100.0%
|
241,772
|
23.6%
|
9.6
|
Galeries de
Repentigny (Repentigny)
|
100.0%
|
130,739
|
12.8%
|
2.9
|
Galeries Brien Est
(Repentigny)
|
100.0%
|
8,856
|
0.9%
|
3.9
|
Galeries Brien Ouest
(Repentigny)
|
100.0%
|
52,331
|
5.1%
|
4.2
|
Gloucester City
Centre (Ottawa)
|
97.2%
|
369,663
|
36.1%
|
5.2
|
Merivale Mall
(Nepean)
|
91.6%
|
219,239
|
21.4%
|
6.2
|
Total / Weighted
Average
|
97.2%
|
1,022,600
|
100.0%
|
6.1
|
|
Note:
|
(1) As of March 1,
2019.
|
ABOUT FIRM CAPITAL PROPERTY TRUST
Firm Capital Property Trust is focused on creating long-term
value for unitholders, through capital preservation and disciplined
investing to achieve stable distributable income. In partnership
with management and industry leaders, the Trust's plan is to own a
diversified property portfolio of multi-residential, flex
industrial, net lease convenience retail, and core service provider
professional space. In addition to standalone accretive
acquisitions, the Trust will make joint acquisitions with strong
financial partners and acquisitions of partial interests from
existing ownership groups, in a manner that provides liquidity to
those selling owners and professional management for those
remaining as partners. Firm Capital Realty Partners Inc., through a
structure focused on an alignment of interests with the Trust
sources, syndicates and property and asset manages investments on
behalf of the Trust.
FORWARD LOOKING INFORMATION
This press release may contain forward-looking statements. In
some cases, forward-looking statements can be identified by the use
of words such as "may", "will", "should", "expect", "plan",
"anticipate", "believe", "estimate", "predict", "potential",
"continue", and by discussions of strategies that involve risks and
uncertainties, including statements regarding: the timing for
completion, and the ability to complete, the Acquisition; the pro
forma composition of FCPT's portfolio upon completion of the
Acquisition; the entering into of a co-ownership agreement with
First Capital; the timing of and ability to obtain new mortgages on
the Acquisition Portfolio; the size of the Concurrent Private
Placement; and the completion of the Offering and the Concurrent
Private Placement. The forward-looking statements are based on
certain key expectations and assumptions made by the Trust. By
their nature, forward-looking statements involve numerous
assumptions, inherent risks and uncertainties, both general and
specific, that contribute to the possibility that the predictions,
forecasts, projections and various future events will not occur.
Although management of the Trust believes that the expectations
reflected in the forward-looking statements are reasonable, there
can be no assurance that future results, levels of activity,
performance or achievements will occur as anticipated. Neither the
Trust nor any other person assumes responsibility for the accuracy
and completeness of any forward-looking statements, and no one has
any obligation to update or revise any forward-looking statement,
whether as a result of new information, future events or such other
factors which affect this information, except as required by law.
Closing of the Offering, the Concurrent Private Placement and the
Acquisition remain subject to the final approval of the TSX Venture
Exchange.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy, which may be made only by means of
a prospectus, nor shall there be any sale of the Units in any
state, province or other jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under securities laws of any such state, province or
other jurisdiction. The Units have not been, and will not be
registered under the U.S. Securities Act of 1933, as amended, and
may not be offered, sold or delivered in the United States absent registration or an
application for exemption from the registration requirements of
U.S. securities laws.
Neither the TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
SOURCE Firm Capital Property Trust