Primaris Completes Plan of Arrangement

H&R Real Estate Investment Trust (“H&R” or “H&R REIT”) and Primaris Retail Real Estate Investment Trust (“Primaris”) announced that H&R had completed its previously announced acquisition of Primaris. As part of the transaction, a KingSett Capital-led consortium, which consists of certain KingSett Capital managed funds, Ontario Pension Board and RioCan REIT, acquired 17 Primaris properties pursuant to separate purchase agreements between Primaris and the consortium members. H&R then acquired Primaris and its remaining 27 properties.

The $4.5 billion, 5-way, friendly transaction among H&R, Primaris, KingSett, Ontario Pension Board and RioCan REIT is the largest real estate acquisition transaction of 2012 and the year to date. The deal followed an unsolicited take-over bid by the KingSett Capital-led consortium for Primaris launched in December 2012 which was later complicated by a white knight, transaction by H&R announced in January 2013. In the end, the complex transaction, structured as a statutory plan of arrangement under the Alberta Business Corporations Act, resulted in improved economics for Primaris shareholders and a renegotiated division of the Primaris portfolio.

Primaris, headquartered in Toronto, is a real estate investment trust that specializes in owning and operating Canadian enclosed shopping centres.

H&R REIT, headquartered in Toronto, is an open-ended real estate investment trust.

KingSett Capital, headquartered in Toronto, is Canada's leading private equity real estate investment business co-investing with pension fund and high net worth individual clients. KingSett Capital invests through a series of growth funds, mortgage funds and a core investment income fund, each with its own risk/return strategy.

Primaris and the Independent Committee was represented by McCarthy Tétrault LLP with a team led by Graham Gow and included Robert Hansen, Leslie Milroy, Deandra Schubert, Emily Ng, Jennifer Organ and Victoria Seth (corporate); Jerald Wortsman, James Morand and Stefanie Morand (tax); Bram Costin, Tzen Goh and Carolyn Ruby (real property); Oliver Borgers, Donald Houston and Jonathan Bitran (competition); Robb MacPherson (employment) and Sean Smyth (litigation).

Primaris was represented by Cassels Brock & Blackwell LLP with a team led by Frank DeLuca and included Lindsay Clements, Charles Newman, Chad Aboud and Sarah McKinnon.

Primaris was represented by Paul, Weiss, Rifkind, Wharton & Garrison LLP with a team that included Andrew Foley, Adam Givertz and Brad Goldberg (corporate) and David Mayo and Ayalon Eliach (tax).

H&R REIT was represented by Blake, Cassels & Graydon LLP with a team led by Michael Gans and included Will Fung, Eric Moncik, Markus Viirland, Gordon McKenna, Kevin Rusli, Julia Tomson, Adrian Cochrane, Bryana Lee and Ken Prichard (corporate/M&A); Jeffrey Trossman, Andrew Spiro and Jeffrey Shafer (tax); John Hutmacher (real estate); Jason Gudofsky (competition); Andrea York (employment); Elizabeth Boyd (benefits) and Joan Kennedy (real estate). H&R was also represented by Davies, Ward, Phillips & Vineberg LLP in the US.

The KingSett Capital-led consortium was represented by Osler, Hoskin & Harcourt LLP with a team led by Emmanuel Pressman and including Andrew Aziz, David Vernon, Anna Huculak and David Jamieson (corporate/securities); David Tetreault, Kim Wharram and Ina Ernoff (tax); and Peter Franklyn and Matt Anderson (competition). Osler also represented the Ontario Pension Board, a key partner in the KingSett consortium, with a team led by Doug Bryce and including Ryan Sakamoto (corporate); Jack Silverson and Mathias Millett (tax) and Paul Litner (pensions) and Joyce Bernasek and Ben Leith (banking and finance).

The KingSett Capital-led consortium was also represented by Bennett Jones LLP with respect to real estate and banking matters with a team led by Paul Mantini and Simon Crawford, that included Kyle Genga, John van Gent, Juliana Abdo, Michael Kershaw, Craig Garbe, Colin Andrews and Robert Bothwell, Adam Kalbfleisch (competition); and Jeilah Chan (intellectual property).

RioCan was represented by Fogler, Rubinoff LLP and Stikeman Elliott LLP with a team led by Ray Gelgoot of Fogler, Rubinoff and Joel Binder (M&A) of Stikeman Elliott and included Leneo Sdao, Bill Berger and Joel Farber of Fogler, Rubinoff; and Marie Garneau and Justin Parappally (banking) of Stikeman Elliott.
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