Borealis Retail REIT Purchases Midtown Plaza Shopping Centre and Cornwall Centre

On June 28, 2004, Borealis Retail REIT completed the acquisition of Midtown Plaza Shopping Centre in Saskatoon and the Cornwall Centre in Regina from the Cadillac Fairview Corporation Limited for $199 million, one of the largest real estate deals completed year-to-date in Canada. The 768,000 square foot Midtown Plaza is the dominant shopping centre in Saskatoon. The 570,000 square foot Cornwall Centre is the largest regional mall in Regina.

Borealis was represented on the acquisition by Louis Forbes, Wayne Fraser, Ron Perlmutter and Brenda Burjaw, the Oxford in-house legal team, including John Wallace and Devon Jones. Blake, Cassels & Graydon acted as external counsel to Borealis with a team that included Jim Hilton, Silvana D’Alimonte, David O’Brien, Dorothy Wahl, Iris Tam, Elizabeth Phalen and Pierre Crichton (real estate), Anoop Dogra and Jennifer Woo (corporate) and Michael Piaskoski (competition). James Camplin of MacPherson Leslie & Tyerman acted as Saskatchewan counsel to the purchaser.

Cadillac Fairview was represented in-house by Andrea Stephen, Karl Kreppner and Raju Ruparelia (investments), Lois Miles (tax) and Sandra Hardy (legal). Davies Ward Phillips & Vineberg acted as external counsel to Cadillac Fairview, with a team that included Greg Howard and Frank Arnone (real estate) and David Smith, Elie Roth and Raj Juneja (tax). Peter Whitmore, Q.C., of McKercher, McKercher & Whitmore acted as Saskatchewan counsel to the vendor.

The transaction was funded in part with $83 million debt financing by secured notes provided by CDPQ Capital Mortgages, which was represented by a team from Bennett Jones that included S. Paul Mantini, Simon Crawford, Andrew Kingsmill, Juliana Abdo and Kyle Genga.

The acquisition was also financed by a long-form bought deal of trust units and convertible debentures by a syndicate led by RBC Capital Markets and CIBC World Markets Inc. The offering produced total gross proceeds of approximately $110 million.

The REIT was represented by McCarthy Tétrault, with a team that included Blair Cowper-Smith, Frank DeLuca, Joan Beck and Julie Ouellon-Wente (corporate securities), Gord Sato, Bram Green and Kar Soen Ho (real estate) and Jerald Wortsman and Andrew Silverman (tax). The underwriters were represented by a team from Stikeman Elliott that included Jeffrey Singer and Jeffrey Elliott (corporate), David Ehrlich (real estate) and John Lorito (tax).

TD Bank was involved to provide interim financing. TD Securities was represented by Torys, with a team that included Paul Kennedy, Rose Bailey, Conrad Sheppard and Graham Rawlinson.