Northern Property REIT creates Northview Apartment REIT through acquisition of True North Apartment REIT, $535M portfolio from Starlight Investments

On October 30, 2015, Northern Property Real Estate Investment Trust (NPR) and True North Apartment Real Estate Investment Trust (True North) announced that NPR had completed transactions involving the acquisition of all of the assets and properties of True North and certain multi-family real estate assets from affiliates of Starlight Investments Ltd. (Starlight) as well as from joint ventures between affiliates of Public Sector Pension Investment Board (PSP Investments) and affiliates of Starlight. NPR and True North unitholders both overwhelmingly approved the proposed transactions at special meetings held on October 14, 2015. As part of the transactions, NPR changed its name to Northview Apartment Real Estate Investment Trust. Northview will be the third-largest publicly-traded multi-family REIT in Canada.

NPR acquired all of the assets and properties of True North through a court approved plan of arrangement. As consideration, True North unitholders received 0.3908 of an NPR Trust Unit for each True North trust unit held and True North class B limited partnership unitholders who so elected received 0.3908 of an NPR Class B LP Unit for each True North class B limited partnership unit held.

In addition, NPR acquired 33 apartment properties held by Starlight from joint ventures between affiliates of Starlight and PSP Investments, for aggregate purchase price of $535.1 million, which was satisfied by the payment of cash, the assumption of debt, and the issuance of NPR Trust Units and NPR Class B LP Units, which are economically equivalent to and exchangeable for NPR Trust Units.

NPR has assumed all of the rights and obligations of True North relating to the True North debentures, which are now convertible into NPR Trust Units at a conversion price of $23.80 per NPR Trust Unit and will trade will trade on the TSX under the symbol “NVU.DB.”

True North was formally dissolved as the final step of the Plan and it is expected the trust units of True North will be delisted from the TSX and True North will no longer be listed on an exchange at the end of trading on November 3, 2015.

Cassels Brock & Blackwell LLP acted for True North with a team consisting of Lawrence Wilder, Tom Koutoulakis, Lindsay Clements, Frank DeLuca, Justin Dick and Afzal Hasan (securities and REITs), David Redmond, Jonathan Freeman and Robert Lysy (real estate and REITs), Ken Snider and Chris Norton (tax), Chris Hersh and Imran Ahmad (competition), and Laurie Jessome (employment).

Borden Ladner Gervais LLP acted as counsel to Northern Property REIT with a team led by Fred Pletcher that included Graeme Martindale, Louise Lee, Stephen Robertson, Andrew Bunston, Julie Bogle, Andrew McLean and Colin Cameron-Vendrig (securities and corporate), Murray Shopiro, Catherine Guertin, Evelyn Goldfarb, Line Abecassis, Nathalie Duceppe and Tamila Ivanov (real estate), Alan Sless, Vincent Frenette, Martha Martindale, Christian Lazarre and Ryan Laity (financial services), Subrata Bhattacharjee and Denes Rothschild (competition), David Madsen (litigation), Janet Kasun and Joseph Takhmizdijian (tax), and Naomi Calla (labour and employment).

Starlight was represented internally by David Hanick, Vice President Corporate Development and General Counsel. Bloom Lanys Professional Corporation acted as outside counsel to Starlight with a team consisting of Barbara Lanys, Jessie Penley and Melissa Lanys.

PSP Investments was represented in-house by Sophie Kaine Roy, Director, Legal Affairs, and by Davies Ward Phillips & Vineberg LLP with a team of Franziska Ruf (securities), Joseph Jarjour (real estate), Mark Katz (competition), Marie-Emmanuelle Vaillancourt (tax), Véronique Gaumond-Carignan and Valentina de Castris (corporate).

In connection with the financing, BNS and the syndicate of lenders were represented by McMillan LLP in Ontario, with a team comprising Robert Antenore, Fred Gjoka and Ciaron Czajkowski and Stewart McKelvey in Nova Scotia and New Brunswick with a team comprising Ian Sutherland and Neal Leard.