Cominar REIT Completes Portfolio Acquisition and Related Financings

Cominar Real Estate Investment Trust (“Cominar”) completed the acquisition (the “Acquisition”) of a portfolio of 68 properties in Montreal, Quebec City and Ottawa from GE Capital Real Estate's Canadian equity platform comprising a total of 4.3 million square feet for a purchase price of $697 million, subject to certain closing adjustments. The deal closed on September 14, 2012.

The acquired portfolio consists of 14 office buildings (1.5 million square feet) and one vacant land parcel (3.4 acres) in Ottawa, 23 office properties (1.2 million square feet) and 23 industrial properties (1.3 million square feet) in Montreal and four office properties (200,000 square feet) and three industrial properties (53,000 square feet) in Quebec City. The Acquisition was financed by way of equity and debt offerings, additional drawdowns under Cominar's operating credit facility and an $89 million bridge credit facility with National Bank of Canada and Bank of Montreal, as lenders.

On August 21, 2012, Cominar completed a public offering of 11,640,300 units, after full exercise of the underwriters' over-allotment option. This equity offering was completed on a bought-deal basis through a syndicate of underwriters co-led by National Bank Financial Inc. (“NBF”) and BMO Nesbitt Burns Inc. (“BMO”), for total net proceeds to Cominar of approximately $276 million, after deducting the underwriters' fee and the estimated expenses of the offering.

On September 14, 2012, Cominar completed the re-opening of its 4.274 per cent Series 1 senior unsecured debentures due June 15, 2017, in the principal amount of $125 million (the “Debentures”).

The Debentures were sold pursuant to an Agency Agreement with a syndicate of agents co-led by NBF and BMO, for total net proceeds to Cominar of approximately $125.6 million after deducting the agents' fee and the expenses of the offering.

Cominar was represented by Davies Ward Phillips & Vineberg LLP, with a team that comprised Sylvain Cossette, Sébastien Roy and Elise Beauregard (corporate finance and securities); Alain Roberge, Gabriella Lombardi, Stefan Fews and Véronique Gaumond-Carignan (real estate); Sébastien Thériault, Diana Lyrintzis and Chrystelle Chevalier-Gagnon (financing); Mark Katz and Jim Dinning (competition) and Fred Purkey (tax).

GE Capital Real Estate was represented by McCarthy Tétrault LLP, with a team that comprised Fred Rubinoff, Jamie Orzech and Annie Gagnon-Larocque (real estate and financing); Oliver Borgers and Michele Siu (competition) and Brian Pel (tax).

The underwriters and agents were represented by Lavery, de Billy L.L.P., with a team that comprised Marc Rochefort, Michel Servant and Geneviève Fournier (corporate finance and securities) and Philip Nolan (tax).

The lenders were represented by Norton Rose Canada LLP, with a team that comprised Robert Borduas, Martin Thériault, Norman Lieff and Sandro Muzzo.