Firm Capital Property Trust closes private placement offerings for $20 million, completes plan of arrangement involving ISG Capital Corporation and completes property acquisiton

TORONTO, Nov. 29, 2012 /CNW/ - Firm Capital Property Trust (the "Trust")( TSXV: FCD.UN) is pleased to announce that is has completed the following previously announced transactions:

  • Direct private placement for net proceeds of $10.0 million at $5.00 per unit (increased from $9.0 million ), no commissions were payable on this offering and the units issued are subject to a four-month hold period expiring on March 30, 2013;
  • Brokered private placement for gross proceeds of $10.0 million at $5.00 per unit (subject to an underwriting commission of 5.5%) by a syndicate of underwriters led by National Bank Financial Inc. and including TD Securities Inc., Dundee Securities Ltd. , Raymond James Ltd. and Desjardins Securities Inc.;
  • Plan of arrangement involving ISG Capital Corporation ("ISG"), the Trust and the holders of common shares ("Common Shares") of ISG ("ISG Shareholders");
  • $15 million debt facility, including a $7.0 million revolver with a Canadian chartered bank; and
  • The acquisition of four properties from Calloway REIT for a purchase price of $27 million.

The Trust will have additional acquisition capacity of approximately $25 million at 60% debt to gross book value without the requirement to raise additional equity.

The Trust will trade on the TSX Venture Exchange ("TSXV") under the symbol FCD.UN and the ISG Common Shares have ceased trading today.  The Trust expects to make its first distribution of $0.02917 per unit on or about January 15, 2013 for the period commencing today to December 31, 2012 to unitholders of record on December 31, 2012. In connection with the Arrangement, the Trust has granted 415,000 options at $5.00 per Trust Unit to management and the trustees.

Pursuant to a plan of arrangement involving ISG, the Trust and the ISG Shareholders under Section 192 of the Canada Business Corporations Act (the "Arrangement"), the ISG Shareholders elected (or were deemed to have elected) to (i) redeem a total of 7,117,965 Common Shares for an aggregate amount of approximately $1.2 million in cash and (ii) exchange a total of 11,124,035 Common Shares for a minimum of 373,768 units of the Trust ("Trust Units"), with additional units of the Trust to be issued based on the minimum exchange ratio, at the Exchange Ratio (defined below) . ISG has effectively converted into a new TSXV real estate investment trust with members of the Firm Capital group of companies providing asset, property and executive management services.  The cash redemption amount has been finalized at $0.163 per Common Share and the ratio at which Common Shares will be exchanged for Trust Units will be 0.0336 ($0.168 per Common Share) Trust Units for each Common Share (the "Exchange Ratio").

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 focus is on co-owning a diversified property portfolio of multi-residential, flex industrial, net lease convenience retail, and core service provider professional space. In addition to stand alone accretive acquisitions, the Trust will make acquisitions, on a co-ownership basis with strong financial partners and will make joint acquisitions and the acquisition of partial interests from existing co-ownership groups, in a manner that provides liquidity to those selling co-owners and professional management for those remaining as co-partners. Firm Capital Realty Partners Inc., through a structure focused on an alignment of interests with the Trust, and will source, syndicate and participate in investments.

SOURCE: Firm Capital Property Trust

For further information:

Robert McKee
President & CEO
Firm Capital Property Trust
416 635-0221
rmckee@firmcapital.com