Crombie Real Estate Investment Trust Completes IPO

On March 23, 2006, Crombie Real Estate Investment Trust successfully completed its initial public offering of 20,485,224 trust units at a price of $10 per unit for total gross proceeds of $204,842,240. In connection with this offering, the REIT acquired a portfolio of 44 commercial properties located in Atlantic Canada, Ontario and Quebec.

The offering was underwritten by a syndicate led by CIBC World Markets Inc. and Scotia Capital Inc. and included BMO Nesbitt Burns Inc., RBC Dominion Securities Inc., TD Securities Inc., Canaccord Capital Corporation and Beacon Securities Ltd.

Crombie REIT was represented by Stewart McKelvey Stirling Scales with a team that included Jim Dickson, Fraser MacFadyen and Deanne MacLeod (corporate/securities/real estate), Paul Festeryga and Christine Pound (tax), Richard Hirsch, Mark Bursey, Andrew Burke, Candace Thomas, Kimberly Bungay, Corinne Boudreau, Aimee Yee and Victoria Nickerson (corporate/securities) and Hayward Aiton, Q.C., John Pöllabauer, Lydia Bugden, Meg Gillies, Brent Timmons, Ben Fairbanks, Ian Sutherland, John Cook, Christopher Montigny, Andrew McFarlane, Mary Anne Campbell, Clarence Bennett and Michael Tripp (real estate); and by Goodmans LLP with a team that included Stephen Pincus, Seymour Temkin, Grant McGlaughlin, Richard Warren, Cristina Alaimo and Catherine Youdan (corporate/securities), Maureen Berry (tax) and Ken Herlin (real estate). Stewart McKelvey Stirling Scales was assisted on real property matters by Renata Rizzardi of Goodman and Carr LLP, John Handiak of McLean & Kerr LLP, and Bram Potechin of Merovitz•Potechin LLP in Ontario, and by Élise Poisson of Lavery, de Billy, LLP in Quebec.

The underwriters were represented by Davies Ward Phillips & Vineberg LLP with a team that included Mitchell Finkelstein and Philippe Rousseau (corporate/securities), Neal Armstrong (tax), Gabriella Lombardi and Frank Arnone (real estate) and Sarah Powell (environmental). Davies was assisted as to legal matters in Atlantic Canada by Wayne Marryatt and Lindsay Hawker at McInnes Cooper.

Concurrently with the offering, the REIT also entered into a revolving credit facility with a syndicate of Canadian chartered banks, with the Bank of Nova Scotia acting as administrator agent, in an aggregate amount of $150 million. Stewart McKelvey Stirling Scales acted for the REIT under the new credit facility with a team led by Jim Dickson, Maureen Ryan and Richard Hirsch. The banks were represented by Fasken Martineau DuMoulin LLP with a team of John Torrey, David Johnson and David Ferris.

The REIT also entered into a $144 million CMBS credit facility with RBC Royal Bank acting as conduit lender. Stewart McKelvey Stirling Scales acted for the REIT in respect of the new CMBS facility with a team led by Jim Dickson, John McFarlane, Q.C., and Fraser MacFadyen. The CMBS lenders were represented by Blake, Cassels & Graydon LLP with a team of Robin McGillis and Ted Perlmutter.