Firm Capital Property Trust Announces Amendments to Asset Management and Property Management Agreements
December 17 2021 - 5:00PM
Firm Capital Property Trust ("
FCPT" or the
"
Trust") (TSXV: FCD.UN) is pleased to announce
that it has received final approval from the TSX Venture Exchange
for certain amendments to the Trust's asset management agreement
(the "Asset Management Agreement") with Firm Capital Realty
Partners Inc. (the "Asset Manager") and the Trust's property
management agreement (the "Property Management Agreement" and
together the "Management Agreements") with Firm Capital Property
Management Corp. (the "Property Manager").
The amendments to the Asset Management Agreement
include (a) an extension of the term from November 29, 2022 to
November 29, 2032, (b) the addition of a fee 0f 0.5% of the sale
price of any property which fee will be payable to the Asset
Manager with respect to any disposition of a property by the Trust
at a price that is in excess of the average IFRS carrying value of
the property over the four quarters preceding the quarter in which
the sale occurred; and (c) a change to the way certain portions of
the amounts payable on termination by the Trust without cause are
calculated providing that, without disinterested unitholder
approval, the portion of the termination fee that previously was
calculated based on the amount of time between the date of
termination and the end of the term will now be based on a rolling
forward five year period from the date of termination. If
disinterested unitholder approval is obtained then the payment
period will revert to the former wording which was the period from
the date of termination to the end of the term if in excess of five
years. The Asset Manager or Property Manager, as applicable, has
the option to request that the foregoing unitholder approval be
sought. Furthermore the amount payable will now be based on the
greater of (i) the amounts which were payable to the Asset Manager
in the immediately preceding fully operational four quarters prior
to the termination or breach or (ii) those amounts which would be
payable to the Asset Manager for the immediately following fully
operational four quarters following termination or breach had the
Asset Management Agreement remained in place.
The amendments to the Property Management
Agreement include (a) an extension of the term from November 29,
2022 to November 29, 2032, and (b) the same changes to the way
portions of the amounts payable on termination by the Trust without
cause are calculated as were made to the Asset Management
Agreement.
Given that (i) the Asset Manager and Property
Manager are owned by entities under the executive control of Eli
Dadouch (an officer and trustee of the Trust) and (ii) certain
members of the Board of Trustees are affiliated with the Asset
Manager and Property Manager, the independent members of the Board
of Trustees of the Trust reviewed and approved the amendments to
the Asset Management Agreement and Property Management Agreement.
The amended and restated versions of the Asset Management Agreement
and Property Management Agreement are available on
www.sedar.com.
ABOUT FIRM CAPITAL PROPERTY TRUST
Firm Capital Property Trust is focused on creating long-term value
for Unitholders, through capital preservation and disciplined
investing to achieve stable distributable income. In partnership
with management and industry leaders, The Trust’s plan is to co-own
a diversified property portfolio of multi-residential, flex
industrial, net lease convenience retail, and core service provider
professional space. In addition to stand alone accretive
acquisitions, the Trust will make joint acquisitions with strong
financial partners and acquisitions of partial interests from
existing ownership groups, in a manner that provides liquidity to
those selling owners and professional management for those
remaining as partners. Firm Capital Realty Partners Inc., through a
structure focused on an alignment of interests with the Trust
sources, syndicates and property and asset manages investments on
behalf of the Trust.
FORWARD LOOKING INFORMATION
This press release may contain forward-looking
statements. In some cases, forward-looking statements can be
identified by the use of words such as "may", "will", "should",
"expect", "plan", "anticipate", "believe", "estimate", "predict",
"potential", "continue", and by discussions of strategies that
involve risks and uncertainties. The forward-looking statements are
based on certain key expectations and assumptions made by the
Trust. By their nature, forward-looking statements involve numerous
assumptions, inherent risks and uncertainties, both general and
specific, that contribute to the possibility that the predictions,
forecasts, projections, acquisitions as outlined and various future
events will not occur. Although management of the Trust believes
that the expectations reflected in the forward-looking statements
are reasonable, there can be no assurance that future results,
levels of activity, performance or achievements will occur as
anticipated. Neither the Trust nor any other person assumes
responsibility for the accuracy and completeness of any
forward-looking statements, and no one has any obligation to update
or revise any forward-looking statement, whether as a result of new
information, future events or such other factors which affect this
information, except as required by law.
This press release shall not constitute an offer
to sell or the solicitation of an offer to buy, which may be made
only by means of a prospectus, nor shall there be any sale of the
Units in any state, province or other jurisdiction in which such
offer, solicitation or sale would be unlawful prior to registration
or qualification under securities laws of any such state, province
or other jurisdiction. The Units of the Firm Capital Property Trust
have not been, and will not be registered under the U.S. Securities
Act of 1933, as amended, and may not be offered, sold or delivered
in the United States absent registration or an application for
exemption from the registration requirements of U.S. securities
laws.
Neither the Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release. Additional information about the Trust is
available at www.firmcapital.com or www.sedar.com.
For further information, please contact:
Robert
McKee |
|
Sandy
Poklar |
President & Chief Executive Officer |
|
Chief Financial Officer |
(416) 635-0221 |
|
(416) 635-0221 |
|
|
|
www.FirmCapital.com |
FCD.UN on the
TSXV |
|
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