On January 13, 2011, TransGlobe Apartment Real Estate Investment Trust (the “REIT”) completed a public offering of subscription receipts. The offering, which raised gross proceeds of approximately $109.8 million, was underwritten by a syndicate of underwriters led by CIBC and including RBC Capital Markets, TD Securities Inc., Canaccord Genuity Corp., Scotia Capital Inc., BMO Nesbitt Burns Inc. and Dundee Securities Corporation.
A total of approximately 10.7 million subscription receipts were sold at a price of $10.30 per subscription receipt, which included approximately 1.4 million subscription receipts issued as a result of the underwriters electing to exercise in full the over-allotment option.
Each subscription receipt entitled a holder thereof to receive one REIT unit upon completion of the indirect acquisition by the REIT of a portfolio of 20 residential properties (and related assets) operated and owned or co-owned by affiliates of TransGlobe Investment Management Ltd., comprising 48 buildings and one townhouse complex located in the provinces of Ontario and Québec.
For the offering, the REIT was represented by Blake, Cassels & Graydon LLP, with a team led by William Fung that included Leslie Johnson, Matthew Merkley and Julia Tomson (securities) and Chris Van Loan and Jesse Brodlieb (tax).
The underwriters were represented by Torys LLP with a team that included Patricia Koval, Simon Knowling, Michael Zackheim and Christian Thatcher (corporate/securities); Graham Rawlinson, Katharine Alexander-Carew and Elise Sieradzki (real estate); Corrado Cardarelli and Grace Pereira (tax) and Michael Fortier (environmental). Daniel Raglan of Torys LLP also acted as special US securities counsel to the REIT and the underwriters.
On January 28, 2011, the REIT completed the indirect acquisition of the portfolio of 20 residential properties (and related assets). The aggregate acquisition price of approximately $277 million was satisfied by a combination of (i) approximately $89.4 million of cash funded using the net proceeds of the offering of subscription receipts; (ii) the assumption of approximately $169.6 million aggregate principal amount of mortgage debt secured against such properties and (iii) the issuance of approximately $18 million of Class B units of new limited partnerships formed by the REIT to hold the acquired properties (which are economically equivalent to and exchangeable for trust units of the REIT) and accompanying special voting units of the REIT.
For the acquisition, the REIT was represented by Blake, Cassels & Graydon LLP, with a team led by William Fung that included Matthew Merkley and Julia Tomson (securities); Chris Van Loan and Jesse Brodlieb (tax); Iris Tam (real estate) and Deborah Salzberger and Cassandra Brown (competition).