Contents. Real Estate Investment Trusts 1 Real Estate & Development 4. Additional Representative Transactions 8

Transcription

1 REIT Practice Group

2 Cassels Brock has acted on some of the largest REIT transactions in Canada. From IPOs to take-overs to privatizations, we have a dedicated team of legal professionals with the experience to handle every aspect of your next transaction. Contents Investment Trusts 1 & Development 4 Tax 7 Additional Representative Transactions 8 Our REIT Team 9

3 Investment Trusts Unlocking Liquidity in Portfolios Canadian investors continue to be attracted to holding securities in these income-producing real estate vehicles. Experts attribute the most recent surge in popularity to stable yields, substantial tax advantages and the relatively low risk profile of real estate investment trusts (REITs), especially when compared with other investments. This may also be why REITs are seen as an attractive investment alternative in the Canadian capital markets. Canadian REITs span a wide and growing range of real estate sectors and markets. These include multi-residential, commercial, industrial, office, medical complex, seniors housing, hospitality and self-storage. Several cross-border and internationally-focused REITs have formed to acquire and manage real estate assets in the US and Europe. A number of leading Canadian companies have spun their real estate portfolios into publicly traded REITs. Cassels Brock acted on behalf of Canadian Tire Corporation, Limited (CTC) as the promoter of the initial public offering of trust units in CT Investment Trust (CT REIT) and in connection with the sale by CTC to CT REIT of a significant portion of CTC s real estate portfolio. In addition, many US and foreign-based owners of property portfolios are considering Canadian public markets as a viable liquidity option. These transactions require complex tax and corporate structuring and should be executed by Canadian and foreign advisors who are experienced in this specialized area. Cassels Brock is currently engaged in a number of mandates directed at forming foreign-based REITs and bringing them to market in Canada. Cassels Brock is proud to have worked on the first Canadian REIT focused solely on non-canadian assets, through our involvement in Dream Global REIT s (formerly Dundee International REIT) successful IPO. June 2015 Investment Trust Practice Cassels Brock & Blackwell LLP 1

4 Investment Trusts Leading Advisors in an Active REIT Merger Market Our REIT group regularly assists clients with complex merger and acquisition transactions on both the acquirer and target sides, under both hostile and negotiated scenarios. We advise REITs and special committees of trustees to negotiate, structure and complete acquisitions, dispositions, business combinations and other REIT-related transactions. Cassels Brock played a leading role in two of the largest recent REIT merger and acquisition transactions in Canada. These were the $2.3 billion privatization of TransGlobe REIT by a consortium led by Starlight Investments Ltd. in June 2012 and the $4.6 billion take-over bid for Primaris REIT. In the former, we acted on behalf of the buyer, Starlight, and in the latter, we acted for the target, Primaris. This experience has given us valuable insight into this complex market and the ability to provide the in-depth, tactical advice clients need, no matter what side of the transaction we re on. Innovation: The Emergence of the CPC REIT Alternative Our team is a recognized leader in forming REITs using the TSX Venture Exchange s (TSXV) unique Capital Pool Company (CPC) Program. We blazed this trail in Canada with our work on True North Apartment REIT and the True North Commercial REIT. These REITs were formed in 2012 and, after a modest start, have raised over $250 million to date in public equity financing. Both continue to grow and are now listed on the Toronto Stock Exchange. The use of the TSXV s CPC Program is uniquely suited for certain real estate portfolios. This platform allows the creation of a publicly-listed REIT without the requirement of completing an IPO. Under the right circumstances and market conditions, this represents a compelling alternative to a traditional IPO. It is critical that portfolio owners engage advisors who understand the challenges and advantages associated with this program to assist in determining whether it is the optimal course of action. Cassels Brock continues to be at the forefront of this growing subsector of the Canadian REIT world, offering innovative advice as we work on CPC REITs in a number of diverse sectors. 2 Cassels Brock & Blackwell LLP Investment Trust Practice June 2015

5 Investment Trusts Partnering for Success Cassels Brock sets itself apart by providing a team of lawyers focused on REITs who are capable of delivering comprehensive structuring advice to meet the needs of the organization. Our group draws seamlessly on other highly regarded lawyers in real estate, securities and tax to provide clients with strategic advice and creative business solutions essential for the growth of any REIT. We advise our REIT clients on the full range of issues that affect REIT formation, operation, financing and growth, including: Public offerings of securities, follow-on financings and secondary sales Commercial construction and development Real estate acquisitions and financing Trustee matters and special committees Corporate governance matters compliance Environmental compliance Debt financing Mergers and acquisitions Privatizations Income tax, land transfer tax and HST A growing number of Canadian corporations are looking to spin real estate assets into REITs and navigating this complex process requires strategic counsel. With numerous successful REIT-related transactions already in our portfolio, Cassels Brock has the experience needed to be the right partner for your next deal. June 2015 Investment Trust Practice Cassels Brock & Blackwell LLP 3

6 & Development The Cassels Brock & Development Group is one of the leading practices in Ontario. We have demonstrated expertise in all areas of real estate, leasing, and development law, and our depth of experience enables us to serve a wide range of clients including municipalities, Crown corporations, educational and other public institutions, national retailers, financial institutions, real estate investment trusts, commercial and real estate owners, managers, developers and builders. Our Group s broad and varied practice touches on virtually all areas of commercial real estate activity, including: Commercial Acquisitions and Dispositions Our lawyers have provided real estate expertise in respect of many prominent commercial transactions, including the following representative examples: Acting for a university on a complex groundlease proposal to redevelop lands for residential, retail and hotel use Acting in conjunction with an acquisition of a parcel of land for construction of a film studio targeting large-scale film production Acting for a syndicate of lenders on a complex project financing of a major regional shopping centre Acting for a major Canadian retailer in the acquisition and development of its big box locations in shopping centres throughout the country Acting for a REIT in respect of its property acquisitions including office and industrial properties throughout the country Acting on behalf of professional sports teams in the acquisition and development of arenas Financing Members of our Group regularly provide advice with respect to financing including all aspects of development, construction and permanent financing, leasehold financing and syndicated loans. We have experience acting for lenders on numerous financings including: The lenders with respect to a $62 million IPO of a major Canadian-based resort owner The $180 million financing for the acquisition of a portfolio of office buildings The $190 million financing for the construction of a hotel The $79 million financing for the acquisition of a portfolio of industrial buildings The $50 million financing of a portfolio of multi-family residential buildings The lenders with respect to large financings to a REIT of leasehold interests in multiresidential complexes throughout the GTA Infrastructure Ontario (formerly Ontario Realty Corporation) with respect to its agreements for province-wide facilities management 4 Cassels Brock & Blackwell LLP Investment Trust Practice June 2015

7 & Development Commercial Leasing In connection with commercial leasing, we advise landlords and tenants of institutional, office, retail, shopping centre and industrial premises as well as healthcare facilities on a full range of leasing services including: Structuring and documentation for all types of leases as well as restoration obligations at lease conclusion Negotiating ground leases Structuring of joint ventures Advising on financial matters including tax allocation and cost recovery Advising on insurance matters Advising on risk management Examples of our transactions in this area include: Negotiating a ground lease with the City of Toronto for and on behalf of a developer involved in a build-to-suit project on waterfront lands Negotiating on behalf of a developer a longterm lease from York University for the construction and development of its arena facility known as the Ice Gardens Acting for St. Michael s Hospital in its real property and leasing matters Representing various health care clients including Whitby Mental Health Centre, Trillium Gift of Life Network, Northeast Mental Health Services and Rekai Health Centre on a variety of real estate-related matters such as divestitures, acquisitions and lease work June 2015 Investment Trust Practice Cassels Brock & Blackwell LLP 5

8 & Development Land development & municipal planning Our Land Development Group combines the knowledge and experience of our, Planning, Municipal and Construction lawyers to provide advice on all types of development projects from initial acquisition and site selection, through all aspects of the planning approval process, to construction and/or disposition. Our lawyers are skilled and experienced in working for both public institutions and private enterprises in all aspects of the development process. We have represented clients at all levels of the court system, as well as a range of administrative tribunals with particular emphasis on the Ontario Municipal Board (OMB). We are recognized as a leading law firm in this area by the Canadian Legal Lexpert Directory. Our experience representing developers and property owners extends to: Acquisition and disposition of land Tenders and contracts Development charges, front-ending agreements and development charge credit agreements Landowner group structuring and cost sharing Official plan, rezoning and committee of adjustment applications Plans of subdivision and condominium, secondary plan and block plan development and approvals Design and construction, including construction lien claims Representation before the OMB and the courts Some examples of our experience include: Acting for a group of land developers on an employment land conversion project in the Greater Golden Horseshoe Representing a major developer on a largescale community development in southern Ontario Acting on behalf of a consortium of developers in the development and construction of Canada s largest film studio complex, in co-operation with the City of Toronto and Toronto Economic Development Corporation Acting for developers in obtaining approvals for high rise condominium towers, residential plans of subdivision and common elements condominiums across Ontario Representing Infrastructure Ontario in the development of the West Don Lands in the Toronto waterfront, including preparations for the Pan/Parapan American Games Obtaining advanced approvals for the construction of a condominium apartment tower on top of a downtown Toronto hotel Providing construction advice respecting the Markham Stouffville Hospital, the Ricoh Coliseum at Exhibition Place in Toronto and Touchstone on Lake Muskoka 6 Cassels Brock & Blackwell LLP Investment Trust Practice June 2015

9 Tax The tax lawyers at Cassels Brock have significant experience advising in connection with both outbound and inbound real estate investment, REITs and real estate partnerships. In addition to advising on the establishment of REITs, our advice extends to REIT acquisitions and mergers, advising in respect to the SIFT rules, and structuring and obtaining advance income tax rulings pertaining to the creation of private REITs. On page 8 you will find a detailed list highlighting our representative REIT transactions; furthermore, recent mandates include acting for a consortium of Canadian pension plans investing in European real estate and acting for a US fund partnering with a large Canadian pension plan in Mexican real estate; in addition, a senior member of our tax group has advised CAP REIT, H&R REIT, Royal Host REIT, Summit REIT, RES REIT, avista REIT and CREIT. The lawyers in our Tax Group bring knowledge, insight and innovation to both the technical and practical aspects of taxation to provide effective advice on domestic and international tax planning, structuring and compliance. Our experience includes acting as special counsel on discrete complex matters as well as serving as part of a larger team on business transactions, and advising on tax policy and tax legislation. Our tax lawyers assist a diverse range of local, national and international clients, including large public entities, private corporations, financial institutions, private equity funds, professional service firms, governments and their agencies, foreign investors in Canada and Canadian companies expanding abroad. Our clients may seek advice on tax matters alone, or integrated with commercial advice. We offer a broad range of tax advice with respect to securities matters, including the structure of security offerings and preparation of tax opinions for prospectuses and offering memoranda. Our lawyers are experienced in land transfer tax and sales and commodity tax, including the federal HST, and they also work closely with members of our Business, Financial Services, Natural Resources and Insolvency law groups to assist clients in planning for and structuring mergers, acquisitions, divestitures, reorganizations, and inbound and outbound investment. Members of our group are recognized as leading practitioners by the International Who s Who of Corporate Tax Lawyers and Chambers Global. A senior member of our tax group has also been sought out by the Department of National Revenue and the Department of Finance for contributions to the development of tax policy and tax legislation. June 2015 Investment Trust Practice Cassels Brock & Blackwell LLP 7

10 Additional Representative Transactions Client Primaris REIT/ Primaris Retail REIT True North Commercial REIT True North Apartment REIT Starlight Investments Ltd. Lone Star Fund National Bank Financial Inc. Underwriters led by Canaccord Genuity Corp Canadian Tire Corporation, Limited Lenders Title Primaris REIT Completes $4.6 Billion Arrangement Transaction with H&R REIT and a KingSett Led Capital Consortium Primaris Retail REIT Completes $115 Million Public Offering True North Commercial REIT Completes $144.7 Million Formation, Public Financings and Multi-Provincial Property Portfolio Acquisitions Totalling 610,884 Square Feet of Office Space True North Apartment REIT Completes $63 Million Subscription Receipt Offering True North Apartment REIT Completes $57.5 Million Subscription Receipt Offering True North Apartment REIT Completes $51 Million Public Offering True North Apartment REIT Completes $616 Million Formation, Public Financing and Acquisition of Multi-Province Property Portfolio of 5,828 Suites True North Apartment REIT Acquires Residential Property Portfolio in Montreal, Québec for $121 Million Starlight Investments Ltd. Completes $2.3 Billion Privatization of TransGlobe Apartment REIT and Sale of 14 Multi-unit Residential Properties in Ontario, Québec and Nova Scotia to Canadian Apartment Properties REIT; 26 Multi-unit Residential Properties in Ontario, Québec and Alberta to Timbercreek Asset Management Inc.; 63 Properties in Four Canadian provinces to Starlight Investments Ltd. and its Affiliates; and the 72 Remaining REIT Properties to a Joint Venture Comprised of Starlight Investments Ltd. and the Public Sector Pension Investment Board Dream Global REIT (formerly Dundee International REIT) Completes $46 Million Bought Deal Public Offering Dream Global REIT (formerly Dundee International REIT) Completes $36 Million Secondary Bought Deal Offering Lone Star Fund (U.S.) L.P., Sells its Commercial Portfolio to Dream Global REIT (formerly Dundee International REIT) as Part of Dream Global s Successful $472 Million Initial Public Offering, as well as Subsequent Bought Deal Public Offerings Resulting in the Sale to the Public of Lone Star s $92 Million Equity Holding (value: 736 Million) BTB REIT Completes $23 Million Public Offering and Exercise of Over Allotment Option BTB REIT Completes $21.1 Million Bought Deal Offering and Over-Allotment Option BTB REIT Completes $17.5 Million Issue of Units BTB REIT Completes $20 Million Public Offering of Convertible Debentures BTB REIT Completes $12 Million Public Offering of Units PRO Investment Trust Completes $11 Million Public Offering CT Investment Trust Completes $303 Million Initial Public Offering (Including Over Allotment Option) Various Financings for Skyline REIT totalling in Excess of $100 Million 8 Cassels Brock & Blackwell LLP Investment Trust Practice June 2015

11 Our REIT Team Partner Associate IMRAN AHMAD Competition Joan Beck LINDSAY CLEMENTS FRANK DELUCA JONATHAN FREEMAN AFZAL HASAN CHRIS HERSH Competition GREG HOGAN NATASHA JIMENO JAY KING TOM KOUTOULAKIS ADRIA LEUNG Lim PHILIP LONG Pollyanna Lord ROBERT LYSY PAUL MUCHNIK ANDREW REBACK Tax DAVID REDMOND KEN SNIDER Tax Anne-Marie Widner LAWRENCE WILDER June 2015 Investment Trust Practice Cassels Brock & Blackwell LLP 9

12 Cassels Brock & Blackwell LLP Suite 2100, Scotia Plaza Suite 2200, HSBC Building 40 King Street West 885 West Georgia Street Toronto, ON Canada M5H 3C2 Vancouver, BC Canada V6C 3E8 Tel: Tel: Fax: Fax: Cassels Brock & Blackwell LLP. All rights reserved. This document and the information in it is for illustration only and does not constitute legal advice. The information is subject to changes in the law and the interpretation thereof. This document is not a substitute for legal or other professional advice. Users should consult legal counsel for advice regarding the matters discussed herein.