FAM REIT Completes IPO

FAM Real Estate Investment Trust (the “REIT”), completed its initial public offering of 5,880,000 units raising gross proceeds of $58.8 million (the “Offering”) on December 28, 2012.

Each unit consisted of one trust unit in the capital of the REIT and one quarter of one trust unit purchase warrant of the REIT at a price of $10.00 per unit. Each warrant entitles the holder to acquire one trust unit of the REIT at an exercise price of $10.50 per trust unit up to December 28, 2015.

The Offering was underwritten by a syndicate of underwriters co-led by TD Securities Inc. and National Bank Financial Inc. and included CIBC World Markets Inc., RBC Dominion Securities Inc., Canaccord Genuity Corp., Raymond James Ltd. and Macquarie Capital Markets Canada Ltd. (the “Underwriters”).

The REIT used approximately $48.5 million of the proceeds of the Offering, together with approximately $6.2 million drawn under a new revolving credit facility established by The Toronto-Dominion Bank in favour of the REIT, to indirectly acquire a portfolio of 27 properties from Huntingdon Capital Corp (“Huntingdon”).

Huntingdon has retained an approximate 30 per cent interest in the REIT (or a 27 per cent interest in the REIT if the over-allotment option granted to the underwriters is exercised in full) through the ownership of Class B limited partnership units of a subsidiary of the REIT, which are economically equivalent to, and exchangeable for, Trust Units, and holds a vendor take-back note issued by a subsidiary of the REIT in an amount of approximately $9.2 million.

Huntingdon will provide strategic, asset management, administrative, property management, leasing, construction management and administrative services necessary to manage the day-to-day operations of the REIT and its assets pursuant to the terms of a management agreement entered into on closing of the Offering.

Huntingdon and the REIT were represented by Goodmans LLP with a team that included Michelle Roth, Bill Gorman, Brian Savage, Daniel Mahler, Brad Hennick and David Wallace (corporate / securities); Ira Barkin and Andrea Fellows (real estate); Alan Bowman and David Veneziano (tax); Catherine Lyons (environmental) and David Nadler and Karen Vadasz (banking).

The Underwriters and The Toronto-Dominion Bank, as lender were represented by McCarthy Tétrault LLP with a team that included Barry Ryan, Wendi Locke, Matthew Appleby and Daniel Saposnik (business law); John Currie, Jonathan See, Paul Galbraith, Isabel Henkelman and Andrejs Mistiouk (real property); Patrick McCay (tax) and Mira Gauvin (environmental).
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