H&R REIT and its Property Manager Agree to Fee Waiver for
Primaris Transaction
DBRS CONFIRMS H&R REIT SENIOR UNSECURED DEBENTURE
RATING
TORONTO,
Jan. 24, 2013 /CNW/ - H&R Real
Estate Investment Trust (TSX: HR.UN) ("H&R REIT") is pleased to
announce that, in connection with its agreement to acquire Primaris
Retail Real Estate Investment Trust ("Primaris"), H&R REIT and
its property manager have agreed to the following changes to the
current omnibus property management agreement between the
parties:
- the property manager has waived, in whole, its entitlement to
the acquisition fee that would otherwise be payable upon completion
of the acquisition;
- the property manager has confirmed that no property management
fees relating to the Primaris properties will be payable to the
property manager as it is expected that the Primaris properties
will be internally managed by the existing Primaris management
team; and
- the property manager has further agreed with H&R REIT that,
following H&R REIT's acquisition of Primaris, no acquisition
fees or property management fees will be payable to the property
manager by H&R REIT in connection with the future acquisition
by H&R REIT of enclosed shopping centers in Canada.
H&R REIT is also pleased to announce that
DBRS Limited has completed its review of the Primaris transaction
and confirmed on January 17, 2013
that H&R REIT's senior unsecured debentures remain rated at BBB
with a stable trend.
The Primaris transaction provides H&R REIT
unitholders with the following benefits:
- High-Quality Portfolio of Scarce Retail Assets: The
transaction is a unique opportunity to acquire a professional
retail platform, with an irreplaceable Canadian enclosed shopping
centre portfolio.
- Increased Scale: The transaction creates the largest
REIT in Canada by enterprise
value. The increased scale will provide more stability in volatile
markets and further improve H&R's cost of capital. In
addition, the increased market capitalization will result in
substantially enhanced liquidity for unitholders.
- Improved Portfolio Diversification: The addition of
Primaris' retail properties will broaden H&R REIT's portfolio
diversification geographically, by asset class and by tenant
base.
- Strong Financial Metrics: The REIT's balance sheet will
be deleveraged to 51.9 per cent Debt/FV (assuming full take-up of
the cash consideration). With expected savings from synergies
of up to $10 million over the next
two years, the transaction will be accretive to FFO.
- Complimentary Management Styles: The transaction
combines two businesses having similar philosophies with respect to
asset and tenant quality and their disciplined approach to real
estate investing.
The Primaris transaction, structured as a plan
of arrangement, is subject to various closing conditions, including
the approval of 66 2/3 per cent of Primaris units voted at a
special meeting of Primaris unitholders and a majority of H&R
units voted at a special meeting of H&R unitholders. Each
of H&R and Primaris will prepare and mail meeting circulars to
their respective investors in early February and the special
unitholder meetings will be held in mid-March. The Boards of
Trustees of each of H&R and Primaris have unanimously agreed to
recommend that their respective unitholders vote in favour of the
transaction.
Assuming the requisite approvals and consents
are received and other conditions are met or waived, the plan of
arrangement is expected to be completed by late March.
About H&R REIT
H&R REIT is an open-ended real estate
investment trust, which owns a North American portfolio of 42
office, 115 industrial and 138 retail properties comprising over 45
million square feet and 2 development projects, with a fair value
of approximately $10 billion. The
foundation of H&R REIT's success since inception in 1996 has
been a disciplined strategy that leads to consistent and profitable
growth. H&R REIT leases its properties long term to
creditworthy tenants and strives to match those leases with
primarily long-term, fixed-rate financing.
Forward-looking Statements
Certain statements in this news release contain
forward-looking information within the meaning of applicable
securities laws (also known as forward-looking statements)
including, in particular, (i) that Primaris and H&R will
complete the proposed Arrangement in accordance with the terms and
conditions of the Arrangement Agreement, and (ii) the accuracy of
management's assessment of the effects of the successful completion
of the proposed Arrangement. Readers are cautioned not to place
undue reliance on forward looking statements. H&R has tried to
identify these forward looking statements by using words such as
"may", "will", "should", "expect", "anticipate", "believe",
"intend", "plan", "estimate", "potentially" and similar
expressions. Such forward-looking statements reflect
current beliefs of H&R and are based on information currently
available to management of H&R. These statements are not
guarantees of future performance and are based on estimates and
assumptions of H&R that are subject to risks and uncertainties,
including those discussed in materials of H&R filed with the
Canadian securities regulatory authorities from time to time, which
could cause the actual results and performance of H&R to differ
materially from the forward-looking statements contained in this
news release. Those risks and uncertainties include, among other
things, risks related to: prices and market value of securities of
H&R; availability of cash for distributions; development and
financing relating to the Bow development of H&R; restrictions
pursuant to the terms of indebtedness; liquidity; credit risk and
tenant concentration; interest rate and other debt related risk;
tax risk; ability to access capital markets; dilution; lease
rollover risk; construction risks; currency risk; unitholder
liability; co-ownership interest in properties; competition for
real property investments; environmental matters; reliance on one
corporation for management of substantially all of the properties
of H&R REIT and changes in legislation and indebtedness of
H&R. Material factors or assumptions that were applied in
drawing a conclusion or making an estimate set out in the
forward-looking statements include that the general economy is
stable; local real estate conditions are stable; interest rates are
relatively stable; and equity and debt markets continue to provide
access to capital. H&R cautions that this list of factors is
not exhaustive. Although the forward-looking statements contained
in this news release are based upon what H&R believes are
reasonable assumptions, there can be no assurance that actual
results will be consistent with these forward-looking statements.
All forward-looking statements in this news release are qualified
by these cautionary statements. These forward-looking statements
are made as of today, and H&R, except as required by applicable
law, assumes no obligation to update or revise them to reflect new
information or the occurrence of future events or
circumstances.
This press release does not constitute an offer
to sell or the solicitation of an offer to buy any securities or a
solicitation of any vote or approval. The distribution of this
press release outside of Canada
may be restricted by law and therefore persons outside of
Canada into whose possession this
press release comes should inform themselves about, and observe,
such restrictions. Any failure to comply with the restrictions may
constitute a violation of the securities law of any applicable
jurisdiction.
Non-GAAP Measures
The foregoing includes a reference to a
non-Generally Accepted Accounting Principles ("GAAP") measure that
should not be construed as an alternative to comprehensive income
(loss) or cash provided by operations and may not be comparable to
similar measures presented by other issuers as there is no
standardized meaning of FFO under GAAP. Management believes that
this is a meaningful measure of operating performance.
Readers are encouraged to refer to H&R's combined MD&A for
further discussion of non-GAAP measures presented.
SOURCE H&R Real Estate Investment Trust