Ivanhoe Cambridge Sells Five Malls to Primaris Retail REIT

On June 22, 2011, Ivanhoe Cambridge completed its sale of Oakville Place, Burlington Mall, Tecumseh Mall, St. Albert Centre and Place Vertu to Primaris Retail REIT for an aggregate price of approximately $572 million.

Oakville Place is a two-level enclosed regional shopping centre in Oakville, Ontario, which contains a net rentable area of approximately 455,000 square feet; it was built in 1981 and underwent extensive renovations and expansions in 2004 and 2008.

Burlington Mall is a 781,000 square foot single-level enclosed community shopping centre in Burlington, Ontario, which opened in 1968 and underwent renovations and expansions in 2001, 2004 and 2006.

Tecumseh Mall is a 373,000 square foot single-level enclosed community shopping centre in Windsor, Ontario, which was originally constructed in 1973 and renovated and expanded in 1986, 1999, 2001 and 2010.

St. Albert Centre is a 312,000 square foot single-level enclosed community shopping centre in St. Albert, Alberta, which was originally constructed in 1980 and underwent interior renovations in 1995.

Place Vertu includes an 832,000 square foot single-level enclosed regional shopping centre of which 636,000 square feet is owned, and a 102,000 square foot nine-storey, Class ‘B' office tower, in Montréal, Québec. The retail component of Place Vertu was originally constructed in 1975 with expansions and renovations taking place in 1984-1987, 1990 and 2007-2011. The office building was constructed in 1990 and has since undergone several major capital improvements.

The purchase price for Oakville Place was financed through a private placement, arranged by RBC Capital Markets, of $115 million principal amount of first mortgage bonds with The Toronto-Dominion Bank, The Canada Life Assurance Company, London Life Insurance Company and Desjardins Financial Security Life Assurance Company.

A further portion of the purchase price was financed by a $57.5 million bridge facility provided by Royal Bank of Canada, which shortly after closing was refinanced through a $108.6 million first mortgage financing of Burlington Mall arranged by RBC Capital Markets with CIBC Mortgages Inc., Royal Bank of Canada, Industrial Alliance Insurance and Financial Services Inc. and Laurentian Bank of Canada.

Primaris Retail REIT was represented by in-house counsel, Devon Jones, and by McCarthy Tétrault LLP with a team that included Abraham Costin, Bram Green, Patrick Kee, Kieth Mullback, Jeffrey Knowles, Stéphanie Gilcher and Mary Pagonis on the purchase and Gord Sato, Tzen-Yi Goh and Greg Barker on the various financings.

Ivanhoe Cambridge was represented by in-house counsel, Patty Keroglidis and Chantal Laporte, and by Davies Ward Phillips & Vineberg LLP, with a team that included Gregory Howard, Steven Martin, Donald Stanbury, Anita Banicevic, David Reiner and Alina Silvestrovici Paun. Stephen Raby, QC, and Aaron Bowler of Macleod Dixon LLP and Mario Caron, Carole Gelinas and Helene Gelinas of Norton Rose OR LLP acted as Ivanhoe Cambridge's local counsel in Alberta and Québec, respectively.

The Oakville Place bondholders were represented by Bennett Jones LLP with a team that included Paul Mantini, Kyle Genga and Michael Kershaw.

Royal Bank of Canada, as bridge lender, was represented by Osler, Hoskin & Harcourt LLP with a team that included Mike Matheson, Brodie Swartz, Rod Davidge and Janice Lao.

The Burlington Mall mortgage lenders were represented by John Bogart, QC, of Bogart, Robertson & Chu.