Institutional unitholders representing approximately 16% of Milestone's voting units have committed to vote in favor of the revised transaction
TORONTO and DALLAS, March 22, 2017 /CNW/ - Milestone Apartments Real Estate Investment Trust (TSX: MST.UN) ("Milestone" or the "REIT") and an affiliate of Starwood Capital Group ("Starwood") today announced that they have agreed to amend their previously announced agreement by which Starwood will acquire all of Milestone's subsidiaries and assets (the "revised Transaction"). Under the revised Transaction, Milestone unitholders ("Unitholders") will now receive US$16.25 per trust unit, an increase from US$16.15.
1832 Asset Management L.P., Connor, Clark & Lunn Investment Management Ltd., Manulife Asset Management Limited and Vestcor Investment Management Corporation, which together hold approximately 16% of the REIT's voting trust units, have all agreed to support the revised Transaction and have signed voting and support agreements to vote their trust units in favor of the revised Transaction.
In connection with Starwood's agreement to increase the purchase price, senior management of the REIT have agreed to certain financial concessions and commitments totaling more than US$7 million, which include waiving certain previously disclosed severance and transaction bonus payments and guaranteeing certain working capital amounts as of closing. In addition, all holders of Milestone's non-voting class B Units who are members of Milestone's management have agreed to forego approximately US$1 million of proceeds as a result of agreeing not to receive the increased transaction price in respect of their 10,850,938 class B units, such that they will continue to receive US$16.15 for each class B unit that they hold.
"The Milestone Board is pleased to be able to offer Unitholders additional value for their units," said Michael Young, Chairman of the Special Committee of Milestone's Board of Trustees. "The Board appreciates the commitments from Milestone senior management and Starwood Capital to facilitate the revised Transaction."
The revised Transaction will be considered by Unitholders at a special meeting scheduled for Tuesday, March 28, 2017 at 10:00 a.m. (Toronto time) at the offices of Goodmans LLP, Bay Adelaide Centre, 333 Bay Street, Suite 3400, in Toronto, Ontario.
For more information on the Transaction, please see the news release issued by the REIT on January 19, 2017 and the REIT's management information circular prepared in connection with the Transaction available on SEDAR.
How to VOTE ON the revised Transaction or CHANGE YOUR VOTE
If you have already voted FOR the Transaction and wish to support the revised Transaction, no further action is necessary. If you have not yet voted or wish to change your vote, we ask that you do so as soon as possible using the 16- digit control number located on your voting instruction form. To ensure your vote is received prior to Friday, March 24, 2017 at 10:00 a.m. (Toronto Time), the deadline for the deposit of proxies, we encourage you to do one of the following:
- Vote via Internet: www.proxyvote.com
- Vote via Telephone: 1-800-474-7493 (English) / 1-800-474-7501 (French) if you are a Canadian beneficial Unitholder and at 1-800-454-8683 if you are a U.S. beneficial Unitholder.
If you require your control number please contact your broker for assistance.
Registered Unitholders can attend the meeting and vote in person. Only registered Unitholders have the right to revoke a proxy. Beneficial holders who wish to change their vote must make appropriate arrangements with their respective dealers or other intermediaries.
Your vote is extremely important. Following the unanimous recommendation of the Special Committee of Milestone's Board of Trustees, Milestone's Board of Trustees unanimously recommends that Unitholders vote FOR the revised Transaction.
Unitholders are reminded every vote counts regardless of how many units they own and to vote their proxies by Friday, March 24, 2017 at 10:00 a.m. (Toronto time).
If you have any questions, please contact Kingsdale Advisors at 1-866-851-3215 toll-free in North America, or 416-867-2272 outside North America or by email at [email protected].
The REIT is an unincorporated, open-ended real estate investment trust that is governed by the laws of Ontario. The REIT's portfolio consists of 78 multifamily garden-style residential properties, comprising 24,061 apartment units that are located in 16 major metropolitan markets throughout the Southeast and Southwest United States. The REIT is the largest real estate investment trust listed on the TSX focused solely on the United States multifamily sector. Milestone's vertically integrated platform employs more than 1,200 employees and manages more than 50,000 apartment units across the United States. For more information, please visit www.milestonereit.com.
Starwood Capital Group is a private alternative investment firm with a core focus on global real estate, energy infrastructure and oil & gas. The Firm and its affiliates maintain nine offices in three countries around the world, and currently have more than 2,000 employees. Starwood Capital Group has raised over $37 billion of equity capital since its inception in 1991, and currently manages approximately $52 billion in assets. The Firm has invested in virtually every category of real estate on a global basis, opportunistically shifting asset classes, geographies and positions in the capital stack as it perceives risk/reward dynamics to be evolving. Over the past 25 years, Starwood Capital Group and its affiliates have successfully executed an investment strategy that involves building enterprises in both the private and public markets. Additional information can be found at www.starwoodcapital.com. Starwood Capital Group is one of the largest owners of multifamily housing in the United States. Following the Transaction, the Firm will have approximately 105,000 units under management.
Forward Looking Information
Certain statements contained in this press release constitute forward-looking information within the meaning of applicable securities laws. Forward-looking information may relate to the REIT's future outlook and anticipated events or results and may include statements regarding the financial position, business strategy, budgets, litigation, projected costs, capital expenditures, financial results, taxes, plans and objectives of or involving the REIT. Particularly, statements regarding future results, performance, achievements, prospects or opportunities for the REIT or the real estate industry are forward-looking statements. In some cases, forward-looking information can be identified by such terms such as "may", "might", "will", "could", "should", "would", "occur", "expect", "plan", "anticipate", "believe", "intend", "estimate", "predict", "potential", "continue", "likely", "schedule", or the negative thereof or other similar expressions concerning matters that are not historical facts. Some of the specific forward-looking statements in this press release include, but are not limited to, statements with respect to the expected completion of the Transaction and the anticipated benefits to the Unitholders. There can be no assurance that the proposed Transaction will be completed, or that it will be completed on the terms and conditions contemplated in this press release. The proposed Transaction could be modified or terminated in accordance with its terms.
The REIT has based these forward-looking statements on factors and assumptions about future events and financial trends that it believes may affect its financial condition, financial performance, business strategy and financial needs, including that the acquisition agreement in respect of the Transaction will be not be further amended; and all conditions precedent to completing the Transaction will be met.
Although the forward-looking statements contained in this press release are based upon assumptions that senior officers of the REIT believes are reasonable based on information currently available to management, there can be no assurance that actual results will be consistent with these forward-looking statements. Forward-looking statements necessarily involve known and unknown risks and uncertainties, many of which are beyond the REIT's control, that may cause the REIT's or the industry's actual results, performance, achievements, prospects and opportunities in future periods to differ materially from those expressed or implied by such forward-looking statements. These risks and uncertainties include, among other things, those identified in the REIT's materials filed under the REIT's profile at www.sedar.com from time to time and the risk that the conditions to the Transaction will be satisfied.
The forward-looking statements made in this press release relate only to events or information as of the date hereof. Except as required by applicable Canadian law, the REIT undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events.
SOURCE Milestone Apartments REIT
For further information: Canada: Ian Robertson, Kingsdale Advisors, Executive Vice President, Communication Strategy, Direct: 416-867-2333, Cell: 647-621-2646, Email: [email protected]; United States: Matthew Sherman / Alyssa Cass, Joele Frank, Wilkinson Brimmer Katcher, Direct: 212-355-4449