FAM REIT Completes $58.8 Million Initial Public Offering
|Areas||Banking and Finance Law, Commercial Real Estate, Corporate Finance and Securities, Environmental Law, REITs and Income Securities, Tax|
Goodmans represented FAM Real Estate Investment Trust (the “REIT”), in connection with the completion of its initial public offering of 5,880,000 units raising gross proceeds of $58.8 million (the “Offering”) on December 28, 2012. Each unit consisted of one trust unit in the capital of the REIT and one quarter of one trust unit purchase warrant of the REIT at a price of $10.00 per unit. Each warrant entitles the holder to acquire one trust unit of the REIT at an exercise price of $10.50 per trust unit up to December 28, 2015.
The Offering was underwritten by a syndicate of underwriters co-led by TD Securities Inc. and National Bank Financial Inc. and included CIBC World Markets Inc., RBC Dominion Securities Inc., Canaccord Genuity Corp., Raymond James Ltd. and Macquarie Capital Markets Canada Ltd. (the “Underwriters”).
The REIT used approximately $48.5 million of the proceeds of the Offering, together with approximately $6.2 million drawn under a new revolving credit facility established by The Toronto-Dominion Bank in favour of the REIT, to indirectly acquire a portfolio of 27 properties from Huntingdon Capital Corp (“Huntingdon”). Huntingdon has retained an approximate 30% interest in the REIT (or a 27% interest in the REIT if the over-allotment option granted to the underwriters is exercised in full) through the ownership of Class B limited partnership units of a subsidiary of the REIT, which are economically equivalent to, and exchangeable for, Trust Units, and holds a vendor take-back note issued by a subsidiary of the REIT in an amount of approximately $9.2 million. Huntingdon will provide strategic, asset management, administrative, property management, leasing, construction management and administrative services necessary to manage the day-to-day operations of the REIT and its assets pursuant to the terms of a management agreement entered into on closing of the Offering.