BSR REIT Completes US$135 Million IPO

Goodmans LLP represented BSR Real Estate Investment Trust  (the REIT) in its initial public offering of 13,500,000 trust units at a price of US$10.00 per unit for gross proceeds of US$135 million.

In connection with the offering, the REIT indirectly acquired a 48-property portfolio of multifamily garden-style residential properties (one of which is to be acquired following closing of the offering)  located across five bordering states in the Sunbelt region of the United States, held indirectly by BSR Trust, LLC (“BSR”). The net proceeds of the offering were used by the REIT to repay approximately US$122.3 million of indebtedness owing by BSR and to fund transaction costs associated with the offering.

The offering was underwritten by a syndicate of underwriters led by BMO Capital Markets, and included CIBC Capital Markets, RBC Capital Markets, Scotiabank, TD Securities Inc., National Bank Financial Inc., Raymond James Ltd., Canaccord Genuity Corp., Desjardins Securities Inc., Industrial Alliance Securities Inc. and Echelon Wealth Partners Inc. The REIT  granted  the underwriters an over-allotment option, exercisable in whole or in part at any time up to 30 days after the closing of the offering, to purchase up to an additional 2,025,000 units at a price of US$10.00 per unit which, if exercised in full, would increase the total gross proceeds to US$155,250,000. The net proceeds of the over-allotment option, to the extent exercised, will be used by the REIT for capital expenditures on the initial properties, to repay indebtedness or for future acquisitions.

On closing of the Offering, existing members of BSR retained an aggregate approximate 66% ownership interest in the REIT and will retain an aggregate approximate 63% ownership interest in the REIT if the over-allotment option is exercised. Certain of these holders are members or affiliates of the Bailey family or are members or affiliates of the Hughes family (collectively, the "Bailey/Hughes Holders"), who together founded BSR. The Bailey/Hughes Holders together own 17,210,733 class B units of BSR, which are economically equivalent to and redeemable for units of the REIT on a one-for-one basis, and 3,037,159 units of the REIT, together representing an aggregate approximate 51% ownership interest in the REIT, and an aggregate approximate 49% ownership interest in the REIT if the over-allotment option is exercised.

BSR Real Estate Investment Trust is an internally managed, unincorporated, open-ended real estate investment trust established pursuant to a declaration of trust under the laws of the Province of Ontario.