New Canadian REIT Launched

On June 27, 2001, a new Canadian REIT, O&Y Real Estate Investment Trust, was launched by O&Y Properties Inc. (as promoter) and a syndicate of underwriters led by CIBC World Markets Inc. The REIT initially acquired a portfolio of office properties for a purchase price of approximately $506 million, funded through cash, the issuance of REIT units, the issuance of REIT convertible debentures and the assumption of existing indebtedness. The initial public offering, including the over-allotment option exercised on July 24, 2001, raised gross proceeds of $153.5 million. The structure of the REIT is unique in Canada as it is a structured to create differential voting rights and rights to distributions within a single class of units so that, in effect, the founding unitholders will control the majority of the votes even though they may not at some time own a majority of the units. After negotiation with the Toronto Stock Exchange and Canadian securities regulators, the units were designated as limited voting units.

Fasken Martineau DuMoulin LLP acted for O&Y Properties Inc. and the new REIT with a team that included Jonathan Levin, Joel Binder, Jodi Katz, Nigel Johnston, Stephen Risk, Belinda James, Dan Law and Allison Allaster. Randy Northey, Senior Vice-President, General Counsel and Secretary of O&Y Properties, also represented the O&Y corporate group in the transaction. Torys acted as counsel for the underwriters, with a team that included Patricia Koval, Bill Estey, Jane Helmstadter, Lucia ten Kortenaar, Philip Mohtadi, Robert Mansell, Jay Holsten, Christopher Fowles, Gregg Horne, Tim Rorabeck, Katherine Alexander-Carew and Conrad Sheppard.


Jodi Katz Gregg O. Horne Conrad P. Sheppard R. Jay Holsten Katharine Alexander-Carew Robert Mansell Lucia M. ten Kortenaar Christopher J. Fowles Wilfred M. Estey Nigel P.J. Johnston Jane C. Helmstadter Philip Mohtadi Timothy P. Rorabeck Jon Levin Joel E. Binder Daniel R. Law Patricia A. Koval