CT REIT Completes IPO

CT Real Estate Investment Trust (CT REIT) completed its initial public offering of trust units.

The offering, which raised gross proceeds of approximately $303 million (including the full exercise of the over-allotment option), was underwritten by a syndicate of underwriters co-led by RBC Capital Markets and CIBC, and included BMO Nesbitt Burns Inc., Scotia Capital Inc., TD Securities Inc., National Bank Financial Inc., Desjardins Securities Inc., HSBC Securities (Canada) Inc., Canaccord Genuity Corp., GMP Securities L.P., Macquarie Capital Markets Canada Ltd., and Raymond James Ltd. The trust units of CT REIT are listed on the Toronto Stock Exchange under the symbol “CRT.UN.”

A total of 30,302,500 trust units were issued (including an over-allotment option exercised in full for 3,952,500 trust units on November 4, 2013) and sold at a price of $10 per trust unit. The aggregate net proceeds of the offering were used by CT REIT as partial consideration to indirectly acquire a portfolio of 256 properties, consisting of 255 retail properties across Canada and one distribution centre, and totaling approximately 19 million square feet of gross leasable area, for an aggregate purchase price of approximately $3.5 billion. Upon closing of the offering, CT REIT, through its subsidiary, also entered into a $200-million senior unsecured revolving credit facility with a syndicate of lenders led by Royal Bank of Canada.

CT REIT was represented by Stikeman Elliott LLP with a team of Jeffrey Singer, Adam Kline, Jeff Hershenfield, Ryan Kirvan and Corinne Geller (corporate and securities); John Lorito, Alan Kenigsberg, Jill Winton and Lindsay Gwyer (tax); Dana Porter, Melissa Schyven, Nili Birshtein, Neil Shapiro and Brady McLeod (real estate); Larry Cobb (environmental) and Meaghan Obee Tower (banking).

Canadian Tire Corporation, Limited, and CT REIT were also represented by Robyn Collver (senior vice president, secretary and general counsel of Canadian Tire Corporation, Limited) and Kimberley Graham (VP, associate general counsel of Canadian Tire Corp., and chief counsel of CT REIT).

Andrew Foley, Alexis Fink, Amanda Melvin, David Mayo and Christopher Garos of Paul, Weiss, Rifkind, Wharton & Garrison LLP acted as US securities counsel to the REIT.

Canadian Tire Corporation, Limited was represented by Cassels Brock and Blackwell LLP with a team that included Bruce Clark, Jason Bullen, Brian Koscak, Anne-Marie Widner, David Goldstein, Charles Newman, Len Glickman, Shane Hardy, Natasha Jimeno, Rob Lysy, Soizic Reynal de St. Michel, Ardy Mohajer, Alex Tarantino and Sarah McKinnon.

The underwriters were represented by Osler, Hoskin & Harcourt LLP with a team that included Chris Murray, David Vernon and Justin Drake (corporate and securities); Rod Davidge, Paul Morassutti and Tim Watson (real estate and environmental); Jack Silverson and Tim Hughes (tax); Jason Comerford (US corporate and securities) and Kevin Colan (US tax).

The syndicate of lenders was represented by Blake, Cassels & Graydon LLP with a team of Michael Matheson, Daniel Kofman and Alexis Levine.