On November 1, 2010, Netherlands-based ING Groep N.V. (“ING Groep”) and Australia-based ING Industrial Fund (“IIF”) completed the sale of their respective 50 per cent indirect interests in ING Summit Industrial Fund LP (“Summit”), to Niagara Acquisition LP (“Niagara”), a joint venture between KingSett Real Estate Growth LP No. 3 (“KingSett”) and its affiliates and certain clients of Alberta Investment Management Corp. (“AIMCo”). As part of the transaction, ING Groep also transferred its 100 per cent interest in ING Real Estate Canada LP (“the Manager”), the manager of Summit, to Niagara. The indirect interests in Summit and the Manager held by ING Groep and IIF, as applicable, were sold for an aggregate purchase price of approximately $2 billion (including assumed debt).
The acquisition by Niagara was financed in part through a $500 million syndicated credit facility provided by Royal Bank of Canada, as administrative agent, and RBC Capital Markets, as lead arranger and sole bookrunner. In addition to the syndicated facility, Royal Bank of Canada also provided a $90 million capital call facility to Niagara.
Concurrently with the acquisition of Summit, Niagara sold its 100 per cent indirect interest in 60 of the over 400 properties which it acquired as part of its acquisition of Summit. These properties were sold as two portfolios (consisting of 16 and 44 properties, respectively) to KingSett Canadian Real Estate Income Fund LP (“CREIF”) and an affiliate of AIMCo. The purchase by CREIF was financed by a $55-million bridge loan facility provided by Royal Bank of Canada.
In connection with the acquisition, the ING entities, including Summit, ING Groep and IIF, were collectively represented by Simon Romano, Sean Vanderpol and Gina You (corporate); Corinne Pruzanski, Savvas Kotsopoulos and Alison Forbes (real estate); John Lorito (tax) and Shawn Neylan (competition) of Stikeman Elliott LLP. Each ING entity also had independent representation. ING Groep was independently represented in-house by Pieter van Lierop and Charles Destrée, by Anoeshka Sankatsing of DLA Piper Nederland N.V. and by Graham Smith, Martin Fingerhut, Kurt Sarno (corporate) and Jim Hilton (real estate) of Blake, Cassels & Graydon LLP. IIF was independently represented in-house by Mark Lamb and by Jamie Scarlett and Michael Akkawi (corporate) of Torys LLP. Summit and the Manager were independently represented in-house by Richard Wyruch and by Perry Katz and James Proskurniak of Miller Thomson LLP.
In connection with the acquisition, Niagara was represented jointly by Osler, Hoskin & Harcourt LLP and Bennett Jones LLP. The Osler team included Christopher Portner, John Groenewegen, Robert Hughes, Frank Reda, Justin Drake and Kathryn Houlden (corporate); Janet Lee and Eric Presseau (real estate); David Tetreault and Alex Pankratz (tax) and Peter Franklyn and Kaeleigh Kuzma (competition). The Bennett Jones team included Paul Mantini, Kyle Genga, Simon Crawford, Jane Helmstadter, John van Gent, Juliana Abdo, Aleksandra Finelli, Michael Kershaw and Colin Andrews.
In connection with the financings, Niagara, KingSett and CREIF were represented by Bennett Jones LLP with a team including Paul Mantini, Simon Crawford, Kyle Genga, John van Gent, Mark Rasile and Helgi Maki. In connection with the two portfolio sales, Niagara was represented by Osler, Hoskin & Harcourt LLP with a team including Christopher Portner, John Groenewegen, Robert Hughes, Justin Drake and Kathryn Houlden (corporate); Janet Lee and Eric Presseau (real estate) and David Tetreault and Alex Pankratz (tax). KingSett and AIMCo were represented by Bennett Jones LLP with team consisting of Paul Mantini, Simon Crawford, Kyle Genga, John van Gent, Michael Kershaw and Colin Andrews.
In connection with the Niagara joint venture arrangements, KingSett was represented by Osler, Hoskin & Harcourt LLP with a team including Christopher Portner, Andrew Aziz and Anna Huculak (corporate) and David Tetreault and D'Arcy Schieman (tax).
In connection with each of the Niagara acquisitions from ING, the Niagara capital call facility, the AIMCo portfolio purchase and Niagara joint venture arrangements, AIMCO was represented by Gowling Lafleur Henderson LLP, with a team that included Myron Dzulynsky, Stephen McKersie and Edward Johnston (corporate); John Fingret and Mark McHughan (real estate); Vince Imerti and Michael Bussmann (tax); Daniel Hayhurst (pension); Thomas Cumming (financing) and Ian Macdonald (competition). In connection with the financings, Royal Bank of Canada and the syndicate of lenders were represented by Paul Avis, Andrea Onn, Cheryl Stacey, Stephanie Robinson, Judie Jokinen, Nicholas Scheib, Sivan Nisimov, Ken Bursey, Puja Varma, Fred Gjoka and Amanda Sutton of McMillan LLP (debt products and real estate).