Entertainment Properties Trust Acquires Toronto Dundas Square Complex

On March 4, 2010, Entertainment Properties Trust (EPR) completed its acquisition of the 10 Dundas Street complex in downtown Toronto and its related financing. EPR acquired its interest in the complex, which was in receivership for nearly one year, from Ernst & Young Inc., in its capacity as the court-appointed interim receiver and receiver and manager of Penex Metropolis Ltd., in its capacity as general partner of and a nominee and trustee of and for Metropolis Limited Partnership (the receiver). EPR paid approximately $120 million to the receiver, and extinguished its second mortgage, which secured in excess of that amount as part of completion of the transaction. EPR's $100-million acquisition financing was provided by Royal Bank of Canada as administrative agent for a syndicate of lenders. The acquisition and court receivership involved a number of third parties and stakeholders including The City of Toronto and Ryerson University.

The complex is a 13-level mixed-use, multi-media entertainment retail centre located in Toronto's primary urban retail node, consisting of approximately 330,000 sq. ft. of net rentable area and includes one of the highest-grossing theatre complexes in Canada, as well as 25,000 sq. ft. of digital and static signage. The complex has major tenants including AMC Theatres, Future Shop, Adidas and the head office of Google Canada.

EPR was represented by Stikeman Elliott LLP with a team led by Mario Paura (real estate) and Elizabeth Pillon (bankruptcy and insolvency) and included Melissa Schyven, Kristina Kaneff, Andy Gibbons (real estate and banking); John Lorito and Alan Kenigsberg (tax) and Vanessa Dimilta (banking).

The acquisition lenders were represented by Osler, Hoskin & Harcourt LLP with a team led by Michael Matheson (financial services) that included Rod Davidge and Maureen Rocchi (real estate) and Brodie Swartz and Todd Mandel (financial services).

The receiver was represented by Minden Gross LLP with a team led by Kenneth Kallish (insolvency) that included Raymond Slattery, Eleonore Morris, Melissa McCready; Carl Schwebel and Monica Bianchini (real estate); Stephen Posen, Robyn Kestenberg and Melodie Eng (leasing) and Geoffrey Brown (commercial).

Ryerson University was represented by Aird & Berlis LLP with a team that included Harry Fogul (insolvency) and Michael Brooks, Sandra Dos Santos and Steven Pavlides (real estate).

City of Toronto was represented by in-house solicitors Darrel Smith and Barbara Cappell.