First Capital Completes Debenture Offering

On December 19, 2005, First Capital Realty Inc. completed a public offering of C$100 million aggregate principal amount of 5.5 per cent convertible unsecured subordinated debentures due September 30, 2017. The debentures were issued in two classes, Class CDN and Class US. The Class US debentures were structured so that the interest paid on that class would qualify for an exemption from Canadian withholding tax. The two classes are exchangeable into the other, subject to certain restrictions.

The offering was underwritten by a syndicate led by Desjardins Securities Inc. and including Wellington West Capital Inc. First Capital Realty will initially apply the net proceeds against amounts outstanding under its revolving lines of credit and may subsequently draw on such revolving lines of credit for general corporate purposes, including to fund future acquisitions, development and redevelopment activities.

First Capital Realty was represented by Torys LLP with a team led by Pat Koval that included Simon Knowling, Conni Gibson and Kevin Cohen (corporate) and Ron Nobrega (tax). The underwriters were represented by Goodmans LLP with a team that included David Matlow, Michael Partridge, Kari MacKay and Ryan Szainwald (corporate), Maureen Berry and Jonathan Freeman (tax) and Ken Herlin, Jeffrey Shore and Daniel Shapira (real estate).