TGS REIT Completes IPO

Calgary-based TGS North American Real Estate Investment Trust completed a $141.8 million initial public offering on December 6, 2002. TGS North American REIT is the first REIT with a focus on North American real estate, with an initial portfolio of U.S. and Canadian properties acquired under a plan of arrangement with TGS Properties Ltd. and from third-party vendors.

The REIT has used the proceeds from its offering, together with the issuance of 1,852,120 units to TGS Properties, to acquire interests in nine properties (five office properties in the Dallas, Houston, Edmonton and Calgary areas and four retail properties in the Denver and Edmonton areas). Three of the office properties and two retail properties located in Edmonton, Calgary and Colorado, were acquired on closing from TGS Properties. The remaining properties were acquired on closing from third-party vendors in the U.S.

The REIT and TGS Properties were represented by in-house counsel Beth Vogel; by Borden Ladner Gervais LLP with a team led by Bill Sirett and Fred Pletcher (corporate/securities), and including Robert Kopstein, David Longcroft, Barb Smith, John Poetker, Dan Kolibar, Frank Allen, Dianna Kenny, Dyana McLellan, Don Bird and Gillain Malfair; by Felesky Flynn LLP with a team led by Sandra Jack (tax) and including Siobhan Goguen; by Stephen Livergant (real estate) of McCarthy Tétrault LLP; by Frank Robinson (U.S. real estate) of Otten, Johnson, Robinson, Neff & Ragonetti, P.C. in Denver, Colorado; by Chris Morgan, Jason Saltzman, Robert Normandeau and Raziel Zisman (corporate and U.S. securities) of Skadden, Arps, Slate, Meagher & Flom LLP in Toronto; and by James Barry (U.S. tax), Tom Geraghty and Tom Bottomlee of Mayer, Brown, Rowe and Maw in Chicago.

The syndicate of underwriters was led by RBC Dominion Securities Inc., and included BMO Nesbitt Burns Inc., TD Securities Inc., CIBC World Markets Inc., Scotia Capital Inc., National Bank Financial Inc., Raymond James Ltd. and Desjardins Securities Inc. Goodmans LLP represented the underwriters, with a team led by David Ehrlich and Jeffrey Singer, and including David Weinberger, Samantha Traub and Marion Leong (securities), Ken Herlin, Perry Katz and Monica Mraz (real estate) and Carrie Smit and Jon Northup (tax); by William Whitledge and Brett Goldberg (U.S. tax) of Goodwin Procter LLP; and by Andrew Pidcock (U.S. real estate) of Snell & Wilmer LLP in Denver.