RioCan Completes Restructuring of Debentures

On April 25, 2005, RioCan Real Estate Investment Trust repaid the outstanding amount of its $50,million aggregate principal amount series B senior unsecured debentures completing an extensive debt restructuring. In addition to the repayment of the series B senior unsecured debentures, the restructuring involved the redemption of the outstanding amount of RioCan’s $100 million aggregate principal amount series A senior unsecured debentures and $125 million aggregate principal amount series C senior unsecured debentures and its $150 million aggregate principal amount RealFund series A senior unsecured debentures.

To enable RioCan to redeem the series A and series C senior unsecured debentures, RioCan called meetings of holders of each series to seek amendments of the relevant indentures. Concurrent with calling the meeting, RioCan sought written consents to approve the necessary amendments. Prior to the holding of the meetings, RBC Dominion Securities Inc. agreed to purchase the necessary amount of outstanding debentures and sign the required written consents effecting the amendments to make both series of debentures redeemable. RBC Dominion Securities acted as dealer-manager for the written consent and redemption process.

The redemptions and repayment of the debentures were funded through two bought deal offerings of new series of debentures. These offerings were completed pursuant to RioCan’s short form shelf prospectus dated February 21, 2005. The first offering of series F senior unsecured debentures closed on March 8, 2005 for gross proceeds of $200 million. The offering was underwritten by RBC Dominion Securities. The second offering of series G senior unsecured debentures closed on March 11, 2005 for gross proceeds of $150 million. The offering was led by RBC Dominion Securities and included BMO Nesbitt Burns Inc. and CIBC World Markets Inc.

RioCan REIT was represented by Goodmans LLP with a team that included Sheldon Freeman, Mark Spiro, Richard Warren and Corie Garbati (corporate) and Maureen Berry and Sam Tyler (tax).
The underwriters were represented by Torys LLP with a team that included Pat Koval, Christopher Fowles and Danial Lam (corporate) and Andrea Shreeram (tax).


Maureen Berry Andrea Shreeram Richard L. Warren Patricia A. Koval Danial K. Lam Sheldon Freeman Samuel J. Tyler Mark Spiro