On June 30, 2015, Slate Office REIT (the REIT) and its affiliates completed the acquisition of 14 commercial properties (Properties) from Fortis Properties Corporation (FPC), a wholly owned subsidiary of Fortis Inc. (Fortis), for an aggregate purchase price of $430 million. As part of the acquisition, the REIT entered into a strategic co-ownership agreement with a Canadian institutional real estate investor pursuant to which the REIT acquired a partial interest in three of the Properties and the co-owner acquired the remaining interest (the JV Properties). The Properties consist principally of high-quality office buildings located in major markets in Atlantic Canada totalling 2.8 million square feet of gross leasable area. The acquisition was primarily funded with proceeds from an $80-million public offering of subscription receipts of the REIT, a $35-million private placement of units of the REIT to Fortis and $189 million from new acquisition credit facilities, including a senior secured revolving credit facility arranged by TD Securities (TD) and BMO Capital Markets (BMO), and a senior secured term loan in respect of the JV Properties from Canadian Imperial Bank of Commerce (CIBC).
FPC and Fortis were represented by in-house counsel Regan O’Dea and by Davies Ward Phillips & Vineberg LLP, with a team led by James Reid (corporate) and Gabriella Lombardi (real estate) and including Pawel Mielcarek and Daniel Peterson (real estate), Michael Jemczyk (corporate), John Bodrug and Jim Dinning (competition), Raj Juneja (tax) and Jessica Bullock (employment). Also acting was a team from McInnes Cooper, comprising Gregory Connors, George Monroe, Scott Wilson and Jamie Angus, in Newfoundland and Labrador, New Brunswick and Nova Scotia.
The REIT and its affiliates were represented by in-house counsel Ramsey Ali and by McCarthy Tétrault LLP, with a team led by John Currie, Jonathan See and Isabel Henkelman and including Abraham Costin, Andrejs Mistiouk and Andrea Armborst (real estate), Matthew Cumming, Wendi Locke and Jeremy Pleasant (corporate), Pat McCay (tax) and Oliver Borgers and Jonathan Bitran (competition). Also acting was a team from Stewart McKelvey, comprising Colin Andrews, Stephen Winter and Marc Reardon, in Newfoundland and Labrador, New Brunswick and Nova Scotia.
TD, BMO and CIBC were represented on the financing by Blake, Cassels & Graydon LLP, with a team led by Michael Matheson (financial services) and Daniel Kofman (real estate) and including Niki Khatami (financial services) and Jason Kolarich (real estate). The syndicate underwriting the subscription receipt offering, co-led by TD and BMO, was also represented by Blake, Cassels & Graydon LLP, with a team led by William Fung (securities) and Christopher Van Loan (tax), and including Gerald Gaunt (securities), Raees Nakhuda (securities) and Ian Caines (tax).
The Canadian institutional real estate investor was represented by Dentons Canada LLP, with a team that included Ronald Goldenberg, Jillian Shortt, Ryan Maynard and Harkiran Bains (real estate), Don Macintosh, Natasha Singh and Jessie Church (corporate), Tony Schweitzer (tax) and Adam Goodman (competition).