/NOT FOR DISTRIBUTION IN THE UNITED STATES/
TORONTO, March 7, 2012 /CNW/ - Bay Terrace Limited Partnership (the "Partnership") is pleased to announce that it has entered into a support agreement (the "Support Agreement") with Highfield Limited Partnership, and Realstar LP Holdings Inc. as registered owner, in trust, for Highfield Limited Partnership (collectively "Realstar") with respect to a proposed going-private transaction by way of a consolidation of Bay Terrace's limited partnership units (the "Units").
Limited partners of the Partnership ("Limited Partners") will be asked to approve an amendment to the Partnership's limited partnership agreement whereby the outstanding Units will be consolidated at a ratio of one Unit (a "Post-Consolidation Unit") for every 80 Units existing prior to the consolidation (the "Consolidation"). Fractional Post-Consolidation Units will be cancelled and Limited Partners holding fractional units will be entitled to receive $12,000 for each Unit held immediately prior to the Consolidation (the "Consideration"). Any Limited Partner who would be entitled to receive less than one whole Post-Consolidation Unit will cease to be a limited partner of the Partnership.
In addition, each Limited Partner will receive a $650 distribution per Unit held prior to the Consolidation, in addition to the Consideration, representing the expected distribution from the Partnership for the 2012 calendar year.
The Partnership has entered into the Support Agreement with Realstar, which owns approximately 21.4% of the Units and has entered into a support agreement with Murray Simmonds Sales, Ltd. which owns approximately 13.4% of the Units. It is expected that, following the Consolidation, Realstar will be the sole remaining Limited Partner.
The Partnership has also entered into an agreement with 434947 Ontario Inc., the general partner of Bay Terrace Limited Partnership (the ("General Partner") whereby, in exchange for a payment of $180,000, the General Partner will waive its entitlement to management fees for 2012 and provide special services to the Partnership in connection with the Consolidation.
If the Consolidation is approved and the limited partnership agreement of the Partnership is amended to effect the Consolidation, it is expected that the Partnership will apply to cease to be a reporting issuer.
Additional Transaction Details
The Consolidation will be subject to Limited Partner approval at a special meeting of Limited Partners (the "Meeting") and the terms and conditions of the Consolidation will be summarized in an information circular, which is expected to be mailed to Limited Partners before the middle of March and filed on SEDAR.
The Consolidation will be subject, among other things, to the approval of: (i) at least 66 ⅔% of all votes cast by Limited Partners at the Meeting; and (ii) a simple majority of the votes cast by minority Limited Partners (all Limited Partners except Realstar and the directors of 434947 Ontario Inc., the general partner of the Partnership). The Consolidation will also be subject to certain customary conditions, as set forth in the Support Agreement.
The transaction is expected to close in the middle of April, subject to the satisfaction or waiver of various closing conditions.
Cautionary Note Regarding Forward-Looking Statements
This news release contains "forward-looking statements", within the meaning of applicable Canadian securities legislation, concerning the business, operations and financial performance and condition of the Partnership. Forward-looking statements include, but are not limited to, statements with respect to the consolidation of the Partnership and the payment for limited partnership units. Generally, forward-looking statements can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would", "might" or "will be taken", "occur" or "be achieved". Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Partnership to be materially different from those expressed or implied by such forward-looking statements, including but not limited to the approval of the Consolidation, payment for limited partnership units and provisions in the Support Agreement. Although the Partnership has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. The Partnership does not undertake to update any forward-looking statements that are incorporated by reference herein, except in accordance with applicable securities laws.
For further information:
please contact one of the directors of 434947 Ontario Inc., the general partner of Bay Terrace Limited Partnership listed below:
Gary Accursi at (905) 733-0730
Hector LeBlanc at (905)-957-7538