/NOT FOR DISTRIBUTION IN THE UNITED STATES OR OVER UNITED STATES WIRE SERVICES/
TORONTO, Sept. 17, 2014 /CNW/ - Slate Retail REIT (the "REIT") (TSX:SRT.UN) announced today that it has entered into agreements to acquire two properties (the "Acquisitions") representing 250,569 square feet of gross leasable area for an aggregate purchase price of U.S.$35.8 million. The Acquisitions consist of (i) a 63,572 square foot shopping centre located in Seminole, Florida ("Seminole Oaks") and (ii) a 186,997 square foot shopping centre located in Derry, New Hampshire ("Derry Meadows"). The REIT also announced that it has reached an agreement with a syndicate of underwriters to issue 4,260,000 class U trust units of the REIT (the "Units") on a bought deal basis (the "Offering") for gross proceeds of approximately C$50 million.
Seminole Oaks is a 97% occupied, 63,572 square foot grocery-anchored shopping center in Seminole, Florida with a purchase price of U.S.$11.35 million (U.S.$179 per square foot). The property is anchored by Winn-Dixie. The acquisition is expected to be completed in fourth quarter 2014 subject to customary closing conditions.
Derry Meadows is a 94% occupied, 186,997 square foot grocery-anchored shopping center in Derry, New Hampshire with a purchase price of U.S.$24.4 million (U.S.$131 per square foot). The property is anchored by Hannaford Food's, a Northeastern U.S. supermarket banner under the wholly owned subsidiary of investment grade supermarket operator Delhaize Group. The acquisition is expected to be completed in fourth quarter 2014 subject to customary closing conditions.
The Acquisitions are expected to be accretive to the REIT's AFFO per Unit. Combined with the previously announced acquisitions of North Summit Square, East Little Creek, Waterbury Plaza and Wellington Park (collectively, the "Closed Acquisitions"), the REIT has announced or completed U.S.$104.1 million in acquisitions since the April 15, 2014 combination transaction which created the REIT. The Closed Acquisitions and the Acquisitions have a blended "all-in" cap rate of 7.5%.
In connection with the Acquisitions, the REIT announced today that it has entered into an agreement to sell to a syndicate of underwriters led by joint-bookrunners CIBC and GMP Securities and including BMO Capital Markets, RBC Capital Markets, National Bank Financial, Raymond James Ltd., Scotiabank and TD Securities (collectively, the "Underwriters"), on a bought deal basis, 4,260,000 Units at a price of C$11.75 per Unit (Units may also be purchased at the U.S. offering price of U.S.$10.72 per Unit) for gross proceeds to the REIT of approximately C$50 million (or U.S.$46 million). The REIT has also granted the Underwriters an overallotment option to purchase up to an additional 639,000 Units on the same terms and conditions, exercisable at any time, in whole or in part, up to 30 days after the closing of the Offering (the "Over-Allotment Option").
The REIT intends to use the net proceeds from the Offering, including any amounts received on the exercise of the Over-Allotment Option, to fund the purchase price for the Acquisitions, repay amounts drawn under the REIT's credit facilities (which were used to partially fund the Closed Acquisitions) and for future acquisitions and general trust purposes. The Offering is not conditional upon the closing of one or both of the Acquisitions.
The Units will be offered by way of a short form prospectus to be filed with the securities commissions and other similar regulatory authorities in each of the provinces and territories of Canada, pursuant to National Instrument 44-101 - Short Form Prospectus Distributions. The Offering is subject to certain conditions including, but not limited to, the receipt of all regulatory approvals including the approval of the Toronto Stock Exchange (the "TSX") and securities regulatory authorities.
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.
About Slate Retail REIT
The REIT is an open-ended real estate investment trust focused on U.S. grocery-anchored real estate. The REIT's portfolio includes over 30 properties located primarily across the top 50 U.S. metro markets. The REIT is focused on maximizing value through internal organic rental growth and strategic acquisitions.
Cautionary Statements Regarding Forward-Looking Statements
This press release contains forward-looking statements with respect to the REIT and its operations, strategy, financial performance and financial condition, as well as with respect to the Acquisitions. These statements generally can be identified by the use of forward-looking words such as "forecast", "may", "will", "would", "expect", "estimate", "anticipate", "intend", "believe" or "continue" or the negative thereof or similar variations. Some of the specific forward-looking statements in this press release include, but are not limited to, statements with respect to the closing of the transactions contemplated herein and the effect of the transactions contemplated herein on the financial performance of the REIT. The actual results and performance of the REIT and the properties discussed herein could differ materially from those expressed or implied by such statements. Accordingly, readers should not place undue reliance on forward-looking statements. These cautionary statements qualify all forward-looking statements attributable to the REIT and persons acting on its behalf. See the risk factors in the public filings of the REIT. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations. Some important factors that could cause actual results to differ materially from expectations include, among other things, general economic and market factors, competition, the failure to receive any required approvals or consents in connection with the Acquisitions or the failure to satisfy or waive any other condition to the Acquisitions, the failure of the REIT to realize expected benefits from the Acquisitions, the failure of the REIT to satisfy the conditions of the Offering or otherwise close the Offering, the performance of Seminole Oaks and Derry Meadows generally, and changes in securities or other laws or regulations or the application thereof. The cautionary statements qualify all forward-looking statements attributable to the REIT and persons acting on its behalf. The assumptions made in making forward-looking statements are referred to in the public filings of the REIT. The assumptions made in making forward-looking statements in this press release also include the assumption that the REIT will be in a position to satisfy the conditions in respect of the Acquisitions and the Offering and complete those transactions.
Unless otherwise stated, all forward-looking statements speak only as of the date of this press release. Except as required by applicable law, the REIT specifically disclaims any obligation to update or revise any forward-looking statements, whether as a result of new information, future developments or otherwise. Additional information about these assumptions and risks and uncertainties is contained in the REIT's filings with securities regulators, including its latest financial statements and management information circular, copies of which may be obtained on the SEDAR website at www.sedar.com.
SOURCE: Slate Retail REIT
For further information: Slate Retail REIT, Blair Welch, Chief Executive Officer, (416) 644-4267; Slate Retail REIT, Brady Welch, Chief Financial Officer, (416) 644-4263; www.slateretailreit.com