TORONTO and DALLAS, Oct. 30, 2015 /CNW/ - Milestone Apartments Real Estate Investment Trust (TSX: MST.UN) (the "REIT" or "Milestone") announced today that it has completed its previously announced offering of subscription receipts (the "Subscription Receipts") with a syndicate of underwriters co-led by BMO Capital Markets and CIBC, and including RBC Dominion Securities Inc., National Bank Financial Inc., Scotia Capital Inc., TD Securities Inc., GMP Securities L.P., Desjardins Securities Inc., Dundee Securities Ltd., Laurentian Bank Securities Inc. and Raymond James Ltd. (collectively, the "Underwriters"), on a bought deal basis. BMO Capital Markets was the sole bookrunner on the transaction. A total of 9,591,000 Subscription Receipts (including Subscription Receipts issued pursuant to the exercise in full of the over-allotment option granted to the underwriters by the REIT) were issued at a price of C$15.00 per Subscription Receipt for total gross proceeds of C$143,865,000 (the "Offering").
The REIT intends to use the proceeds from the Offering to fund a portion of the previously announced acquisition of a 100% interest in 15 properties (the "Acquisition") currently owned by Landmark Apartment Trust, Inc. ("Landmark"). The Acquisition, which is subject to customary closing conditions, including approval by Landmark's shareholders, is expected to close in the first quarter of 2016. For more information on the Acquisition, please refer to the REIT's news release of October 22, 2015.
Upon the satisfaction or waiver of all conditions precedent to the closing of the Acquisition (other than the payment of the consideration for the Acquisition): (a) one trust unit of the REIT (a "Unit") will be automatically issued in exchange for each Subscription Receipt (subject to customary anti-dilution protection), without payment of additional consideration or further action by the holder thereof; (b) an amount per Subscription Receipt equal to the amount per Unit of any cash distributions made by the REIT for which record dates have occurred during the period that the Subscription Receipts are outstanding, net of any applicable withholding taxes, will become payable in respect of each Subscription Receipt; and (c) the net proceeds from the sale of the Subscription Receipts will be released from escrow to the REIT for the purposes of completing the Acquisition.
The net proceeds from the sale of the Subscription Receipts will be held by an escrow agent pending the fulfillment or waiver of all outstanding conditions precedent to closing of the Acquisition (other than the payment of the consideration for the Acquisition). There can be no assurance that Landmark shareholder approval will be obtained, closing conditions will be met or that the Acquisition will be consummated.
If the Acquisition fails to close by April 30, 2016, or if the Acquisition is terminated at an earlier time, the gross proceeds of the Offering and pro rata entitlement to interest earned or deemed to be earned on such gross proceeds, net of any applicable withholding taxes, will be paid to holders of the Subscription Receipts and the Subscription Receipts will be cancelled.
The Subscription Receipts will be offered in each of the provinces and territories of Canada pursuant to the REIT's base shelf prospectus dated August 27, 2014, as amended. The terms of the Offering are described in a prospectus supplement dated October 26, 2015 filed with Canadian securities regulators. A copy of the prospectus supplement is available under the REIT's profile on the SEDAR website at www.sedar.com.
The Units have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, (the "1933 Act") 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 1933 Act), except pursuant to an exemption from the registration requirements of the 1933 Act. This press release does not constitute an offer to sell or a solicitation of an offer to buy any Units in the United States or to, or for the account or benefit of, U.S. persons.
Milestone is an unincorporated, open-ended real estate investment trust that is governed by the laws of Ontario. The REIT's portfolio consists of 61 multifamily garden-style residential properties, comprising 19,908 units that are located in 14 major metropolitan markets throughout the Southeast and Southwest United States. Milestone is the largest real estate investment trust listed on the TSX focused solely on the United States multifamily sector. The REIT operates its portfolio through its internal property management company, Milestone Management, LLC, which has more than 900 employees across the United States. Based in Dallas, TX, TMG Partners, L.P., an affiliate of The Milestone Group, LLC, is the external asset manager of the REIT. For more information, please visit www.milestonereit.com.
About The Milestone Group, LLC
The Milestone Group is a privately-held real estate investment management company with expertise and presence in major metropolitan markets throughout the United States. The firm has corporate offices in Dallas, Texas and New York, New York with regional acquisition and management offices across the United States. Founded in 2004, The Milestone Group has a strong track record of investing in the U.S. multifamily sector, including completion of more than US$4.5 billion in multifamily transactions. For more information, please visit www.milestonegp.com.
Forward-looking information and non-IFRS measures
This news release may contain forward-looking statements (within the meaning of applicable securities laws) relating to the business of the REIT and the environment in which it operates. Forward-looking statements are identified by words such as "believe", "anticipate", "project", "expect", "intend", "plan", "will", "may" "estimate", "pro-forma" and other similar expressions. These statements are based on the REIT's expectations, estimates, forecasts and projections and include, without limitation, statements with respect to the completion of the Acquisition and the expected use of proceeds from the Offering. The forward-looking statements in this news release are based on certain assumptions, including that all conditions to completion of the Acquisition will be satisfied or waived. They are not guarantees of future performance and involve risks and uncertainties that are difficult to control or predict. A number of factors could cause actual results to differ materially from the results discussed in the forward-looking statements, including, but not limited to, the factors discussed under the heading "Risk Factors" in the REIT's annual information form available at www.sedar.com and in the REIT's prospectus supplement dated October 26, 2015. There can be no assurance that forward-looking statements will prove to be accurate as actual outcomes and results may differ materially from those expressed in these forward-looking statements. Readers, therefore, should not place undue reliance on any such forward-looking statements. Further, these forward-looking statements are made as of the date of this news release and, except as expressly required by applicable law, the REIT assumes no obligation to publicly update any such statement, whether as a result of new information, future events or otherwise.
SOURCE Milestone Apartments REIT
For further information: Robert Debs, Investor Relations, Milestone Apartments REIT, Tel: 214.561.1215; Bruce Wigle, Investor Relations, Bay Street Communications, Tel: 647.496.7856