Milestone Apartments REIT Completes $228.5M IPO

Milestone Apartments Real Estate Investment Trust (the “REIT”) (TSX: MST.UN) completed its initial public offering of 20 million units at a price of $10.00 per unit. The offering, which was the first initial public offering in the world of a qualifying US REIT by a non-US entity, was underwritten by a syndicate of underwriters co-led by BMO Capital Markets and CIBC World Markets Inc. and including RBC Dominion Securities Inc., Scotia Capital Inc., TD Securities Inc., National Bank Financial Inc., Canaccord Genuity Corp., GMP Securities LP and Macquarie Capital Markets Canada Ltd. On March 26, 2013, the underwriters exercised their over-allotment option and purchased an additional 2.85 million units of the REIT at a price of $10.00 per unit for gross proceeds of $28.5 million, which increased the total gross proceeds of the offering to $228.5 million.

The net proceeds of the offering were used by the REIT to indirectly acquire an interest in Milestone Multifamily Investors LP (the “Partnership”) from MileSouth Apartment Portfolio LP (“MileSouth”), an affiliate of Invesco Ltd. The Partnership indirectly owns and operates a portfolio of 52 multifamily residential properties in the United States.

In connection with the offering, MileSouth retained an approximate 43 per cent interest in the REIT, while MST Investors, LLC, an affiliate of The Milestone Group, LLC, retained an approximate 11 per cent interest, in each case calculated on a fully diluted basis (assuming all redeemable securities are redeemed for units of the REIT). TMG Partners, LP, an affiliate of The Milestone Group, LLC, is the external asset manager of the REIT.

The REIT was represented in Canada by Goodmans LLP with a team led by Stephen Pincus and including Brenda Gosselin, Brad Ross, Katelyn Rancourt and Shazia Banduk (corporate/securities); Jon Northup and Mark Biderman (tax) and Michael Bertrand and Ronna Weatherly (banking and finance); and in the United States by Vinson & Elkins LLP with a team led by Mark Early and including John Ascenzo, Tom Cason and Scott Fulford (corporate); Michael Boulden and Rochelle Thomas (real estate) and Jim Meyer (tax).

The underwriters were represented in Canada by Davies Ward Phillips & Vineberg LLP with a team that included Shawn McReynolds, Jim Reid, William Buchner and Gillian Muirhead (corporate/securities); John Ulmer and Raj Juneja (tax); and in the United States by Shearman & Sterling LLP with a team that included Laurence Crouch, Eileen O'Pray, Anil Kalia and Eric Naftel (tax) in Palo Alto, and Roger Baneman (tax) in New York; Malcolm Montgomery and Jocelyn Bush (real estate); Laura Mulry (real estate/environmental); Robert Evans (capital markets); Kenneth Laverriere and Sharon Lippett (executive compensation and employee benefits); Steven Blau (financial institutions advisory and regulatory) and Jamal Al-Haj (corporate).

Milesouth was represented in Canada and in the United States by Baker & McKenzie LLP with a team that included Greg McNab and Matthew Grant (corporate/securities) and James Sennema (tax) in Canada; and Addison Braendel and Cristian Nogalo (corporate/securities) and Richard Lipton and Julia Skabis (tax) in the United States.

BMO Harris N.A., who provided a credit facility to the REIT on closing, was represented by Chapman and Cutler LLP by a team that included James Theiss (real estate) and Nicole Krol (banking and finance).