Choice Properties Real Estate Investment Trust Completes $400 Million Initial Public Offering and $600 Million Senior Unsecured Debenture Offering

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BRAMPTON, ON, July 5, 2013 /CNW/ - Choice Properties Real Estate Investment Trust ("Choice Properties" or the "REIT") (TSX: CHP.UN) announced today that it has completed its initial public offering of 40,000,000 trust units (the "Units") of the REIT (the "Unit Offering") at a price of $10.00 per Unit. The Unit Offering raised gross proceeds of $400 million. Concurrently, Choice Properties also closed its offering of $600 million aggregate principal amount of senior unsecured debentures (the "Debentures") of the REIT (the "Debenture Offering").

The Units will commence trading today on the Toronto Stock Exchange (the "TSX") under the symbol "CHP.UN".

Choice Properties used the proceeds of the Unit Offering to indirectly acquire, through Choice Properties Limited Partnership (the "Partnership"), from Loblaw Companies Limited ("Loblaw") a portfolio of real estate that consists of 425 properties (the "Initial Properties") totalling approximately 35.3 million square feet of gross leasable area, comprising of 415 retail properties, one office complex and nine warehouse properties.  The aggregate purchase price for the Initial Properties was approximately $7 billion.

Choice Properties initially intends to make monthly cash distributions of $0.054167 per Unit, which are initially expected to provide an annual yield of 6.50%. The first distribution of the REIT will be in the amount of $0.102249 per Unit for the period from closing to August 31, 2013 and will be paid on or about September 15, 2013. Declared distributions will be paid on or about the 15^th day of each month to Unitholders of record at the close of business on the last business day of the immediately preceding month.

The Unit Offering was underwritten by a syndicate of underwriters with CIBC, RBC Capital Markets and TD Securities Inc. acting as joint bookrunners. The REIT has granted the underwriters an over-allotment option, exercisable at any one time up to 30 days following the closing, to purchase up to an additional 6,000,000 Units, which if exercised in full, would increase the total gross proceeds of the Unit offering to $460 million. The net proceeds of the over-allotment option will be used by Choice Properties for working capital purposes, which may include repayment of certain debt, and funding of future acquisitions.

The Debenture Offering included two series of Debentures, the $400 million Series A Debentures with a 5-year term and a coupon of 3.554% per annum, and the $200 million Series B Debentures with a 10-year term and a coupon of 4.903% per annum.  S&P and DBRS have each provided the Debentures with a credit rating of "BBB" with a "stable" outlook. The Debentures rank equally with all other unsecured indebtedness of the REIT that has not been subordinated. The net proceeds of the Debenture Offering were used by the REIT to indirectly repay indebtedness.

The Debenture Offering was sold on an agency basis, with CIBC, RBC Capital Markets, TD Securities Inc. and BMO Capital Markets acting as joint bookrunners.

As at closing, Loblaw holds an approximate 83.1% effective interest in Choice Properties on a fully diluted basis through ownership of 21,500,000 Units and all of the Class B limited partnership units of the Partnership, which are economically equivalent to and exchangeable for Units.  In addition, Loblaw holds all of the outstanding Class C limited partnership units of the Partnership. In conjunction with the closing of the Unit Offering, George Weston Limited (Loblaw's majority shareholder), indirectly purchased 20,000,000 Units from the REIT for a total subscription price of $200 million, representing an approximate 5.6% effective interest in Choice Properties on a fully diluted basis.

The Units and the Debentures have not been, nor will they be, registered under the U.S. Securities Act of 1933, as amended, and may not be offered, sold or delivered, directly or indirectly, in the United States or to, or for the account or benefit of, ''U.S. persons'' (as defined in Regulation S under the United States Securities Act of 1933, as amended) except pursuant to certain exemptions. This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the Units or the Debentures in the United States or to, or for the account or benefit of, U.S. persons.

About Choice Properties Real Estate Investment Trust
Choice Properties Real Estate Investment Trust is an unincorporated, open-ended real estate investment trust primarily focused on managing and acquiring supermarket-anchored shopping centres, stand-alone supermarkets and other retail properties. Its initial portfolio represents approximately 35.3 million square feet of gross leasable area in markets across Canada. Loblaw is the REIT's most significant tenant, largest Unitholder and principal lender. For more information visit Choice Properties REIT's website at www.choicereit.ca and Choice Properties' issuer profile at www.sedar.com.

Forward -Looking Statements

This press release may contain forward-looking information within the meaning of applicable securities legislation, which reflects Choice Properties' current expectations regarding future events.  Forward-looking information is based on a number of assumptions and is subject to a number of risks and uncertainties, many of which are beyond Choice Properties' control that could cause actual results and events to differ materially from those that are disclosed in or implied by such forward-looking information. Such risks and uncertainties include, but are not limited to, the factors discussed under "Risk Factors" in each of the final prospectus of Choice Properties dated June 26, 2013 with respect to the Units and the final prospectus of Choice Properties dated June 26, 2013 with respect to the Debentures.  Choice Properties does not undertake any obligation to update such forward-looking information, whether as a result of new information, future events or otherwise, except as expressly required by applicable law. 

SOURCE: Choice Properties Real Estate Investment Trust

Kim Lee
Vice President, Investor Relations and Financial Planning & Analysis
Choice Properties Real Estate Investment Trust
t [phone]
e [email protected]