NEW GLASGOW, NOVA SCOTIA–(Marketwired – May 12, 2016) –
NOT FOR DISTRIBUTION OR DISSEMINATION INTO THE UNITED STATES OR THROUGH U.S. NEWS WIRE SERVICES
Crombie Real Estate Investment Trust ("Crombie" or the "REIT") (TSX:CRR.UN) announced today that it has entered into an agreement to purchase: 1) a portfolio of nineteen (19) retail properties (the "Properties"), 2) a 50% interest in three distribution centres (the "DCs"), and 3) two parcels of development land adjacent to existing REIT properties (the "Land"), and to invest in the renovation and expansion of 10 properties anchored by Sobeys Inc. ("Sobeys") (the "Modernizations") currently owned by Crombie.
The purchase includes approximately 2.2 million square feet of 99% occupied gross leasable area ("GLA") (the "Acquisition" or "Transaction"). The Properties, DCs, and Land are being acquired from wholly-owned subsidiaries of Empire Company Limited ("Empire") for an aggregate purchase price of approximately $360 million, subject to certain customary adjustments and, including the Modernizations investment of approximately $58 million, the Transaction totals approximately $418 million.
Highlights of the Transaction include:
-- Immediately accretive to the REIT's adjusted funds from operations
("AFFO") as measured on a per unit basis upon closing of the Transaction
(the "Transaction Closing").
-- Approximately $26.5 million in additional annual net operating income
("NOI") to be generated by the Properties, the DCs and the
Modernizations.
-- Significant future development opportunities related to the Land located
in Halifax, NS, new major development project potential in Western
Canada and future land use intensification opportunities at a number of
the Properties.
-- Effective capitalization rate of approximately 6.50% (excluding the
Land).
-- Expands the size of the REIT's portfolio, growing Crombie's total GLA
from 17.0 million square feet to 19.2 million square feet.
-- Improves the REIT's urban concentration as approximately 80% of the
value of the acquired Properties and DCs will be derived from Canada's
six largest markets by population size.
-- The Properties and DCs will be leased to Sobeys under a series of fully
net leases pursuant to which Sobeys will be responsible for all property
maintenance costs associated with the Properties, including certain
capital expenditures, over the 20 year average effective term of the
leases.
-- The Modernizations will be effected by way of amendments to existing
leases with Sobeys based on market return on the $58 million
Modernization investment, 1.5% annual rental escalations and new 20 year
lease terms.
-- Sobeys will represent a larger percentage of the REIT's tenant base,
growing to approximately 54.0% of Crombie's total annual minimum rent
(vs. approximately 50.6% as at March 31, 2016).
-- The $418 million Transaction will be funded through payment of
approximately $324.6 million in cash and Empire or its subsidiaries
taking back approximately $93.4 million of Class B LP Units (the "LP
Units") and attached Special Voting Units of Crombie Limited Partnership
at the same price per LP Unit as the price at which subscription
receipts (the "Subscription Receipts") are being sold to the public
pursuant to the bought deal public offering discussed below. The $324.6
million cash portion will be funded through (i) a bought-deal public
offering of $131.6 million of Subscription Receipts, and (ii) with the
balance drawn on the REIT's revolving term credit facility. Following
the bought deal public offering and the Transaction Closing, Empire will
maintain its approximate 41.5% interest in Crombie.
Donald E. Clow, FCPA, FCA, President and CEO, commented "This significant transaction exemplifies the sustainable competitive advantage that Crombie leverages via its relationship with Empire and Sobeys. We have added greater urban presence to our national portfolio, added 50% ownership positions in Sobeys' three highly automated and industry leading distribution centres in Toronto, Montreal and Calgary and added some strategic properties with the potential for major developments. We are also pleased to invest in the 10 store modernization projects included in this transaction."
Description of the Properties to be Acquired
The Properties and DCs represent an aggregate of approximately 2.2 million square feet of GLA and consist of 12 freestanding stores and seven retail plazas, each anchored by a grocery store bannered by IGA, Sobeys, Safeway or Thrifty Foods. The three DCs are located in Toronto, Montreal and Calgary. Upon the Transaction Closing, Sobeys will enter into long term quadruple net leases for each DC, triple net leases for each Property and lease amendments for each store that is subject to a Modernization. On a combined basis, the Transaction is expected to contribute approximately $26.5 million of incremental NOI to Crombie. As detailed in the table below, the majority of the Properties and DCs are located in highly sought-after urban locations.
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Banner Property Type Address ((ii) Indicates GLA Percentage
one of Canada's six Acquired
largest markets by
population size)
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Sobeys Retail Plaza 555 Strathcona Blvd SW, 80,000 100%
Calgary, AB((ii))
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Safeway Retail Plaza 4440 Hastings Street, 62,000 100%
Burnaby, BC((ii))
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Safeway Retail 1766 Robson Street, 42,000 100%
Freestanding Vancouver, BC((ii))
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Safeway Retail 304 - 5 Avenue West, 53,000 100%
Freestanding Cochrane, AB((ii))
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Safeway Retail 8555 Granville Street, 47,000 100%
Freestanding Vancouver, BC((ii))
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Safeway Retail Plaza 5235 Kingsway, Burnaby, 33,000 100%
BC((ii))
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Safeway Retail 8118 - 118 Avenue NW, 46,000 100%
Freestanding Edmonton, AB((ii))
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Safeway Retail 20 - 1818 Centre Street 36,000 100%
Freestanding NE, Calgary, AB((ii))
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Safeway Retail 417 Scott Street, Fort 43,000 100%
Freestanding Frances, ON
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Thrifty Foods Retail Plaza 444 Lerwick Road, 97,000 100%
Courtenay, BC
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Sobeys Retail 4607 - 50 Street, 31,000 100%
Freestanding Stettler, AB
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IGA Retail Plaza 450 Royale, Malartic, 28,000 100%
QC
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IGA Retail Plaza 50 Bourgeois, 27,000 100%
Bromptonville, QC
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IGA Retail 551 du Phare Est, 30,000 100%
Freestanding Matane, QC
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IGA Retail 2195 Ridge, Huntingdon, 19,000 100%
Freestanding QC
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IGA Retail Plaza 1205 de Neuville, 31,000 100%
Gatineau, QC
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IGA Retail 714 St-Laurent Ouest, 23,000 100%
Freestanding Louiseville, QC
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IGA Retail 680 Chaussee, Rouyn- 43,000 100%
Freestanding Noranda, QC
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IGA Retail 871 Principale, St- 34,000 100%
Freestanding Donat, QC
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Distribution Centres
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RockyView DC 260199 High Plains 655,000(1) 50%
Blvd., Rocky View
(Balzac), AB((ii))
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Terrebonne DC 1101 Boulevard de la 335,000(1) 50%
Piniere Ouest,
Terrebonne, QC((ii))
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Vaughan DC 8265 Huntington Road, 397,000(1) 50%
Woodbridge, ON((ii))
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Impact of the Acquisition on Crombie's Portfolio
The Acquisition will significantly increase the size of Crombie's portfolio, increasing the REIT's total GLA to 19.2 million square feet. In addition, the REIT's weighted average lease term will improve to 12.3 years (from approximately 11.2 years) upon the Transaction Closing and the entering into of the Sobeys Leases (as described below).
The Acquisition significantly strengthens Crombie's presence in Canada's six largest markets by population size, solidifying the REIT's position as one of Canada's major national retail landlords, and substantially improving Crombie's geographic diversification. Approximately 80% of the value of the acquired portfolio will be derived from Canada's six largest markets by population size.
Crombie will also increase its exposure to Sobeys, Crombie's largest current tenant. Sobeys will represent 54.0% of annual minimum rent, increasing from 50.6% as at March 31, 2016.
Financing of the Transaction
In order to partially finance the Transaction, Crombie has agreed to issue, on a bought-deal basis, $131.6 million of Subscription Receipts at a price of $14.70 per Subscription Receipt to a syndicate of underwriters co-led by CIBC Capital Markets, BMO Capital Markets, Scotiabank and TD Securities Inc. The bought deal financing is expected to close on May 31, 2016. On the Transaction Closing, each Subscription Receipt will convert into one trust unit of the REIT (each, a "Unit"). Closing of the bought deal financing and Transaction is subject to receipt of all necessary regulatory approvals, including the approval of the Toronto Stock Exchange.
Pursuant to the Acquisition Agreement described below, Empire has agreed to take back $93.4 million of LP Units of Crombie Limited Partnership on the Transaction Closing at the same $14.70 price as the Subscription Receipts that are being offered to the public. Immediately following the Transaction Closing, Empire will continue to indirectly hold a 41.5% economic and voting interest in Crombie (40.3% on a fully-diluted basis).
The terms of the offering will be described in a short form prospectus, to be filed with Canadian securities regulators on or about May 16, 2016.
The balance, including any customary closing and transaction costs, will be funded by a draw on Crombie's recently expanded $400 million three year term secured revolving credit facility.
This press release shall not constitute an offer to sell, or the solicitation of an offer to buy, any securities in any jurisdiction. The Subscription Receipts and Units have not been and will not be registered under the United States Securities Act of 1933, as amended, or applicable state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from such registration requirements.
Transaction Agreement
This Transaction is being completed pursuant to an agreement (the "Acquisition Agreement") entered into between Crombie, Sobeys and certain of their respective subsidiaries on May 12, 2016 and is subject to regulatory approval. The Transaction Closing is subject to the REIT obtaining approval from unitholders, other than Empire and its affiliates, of the Transaction. The REIT will be convening a special meeting of its unitholders to consider the Transaction. Crombie currently anticipates that the special meeting will be held in early July 2016 and that an information circular containing additional details regarding the business of the special meeting will be mailed to unitholders in early June 2016.
Environmental Indemnity
As a condition to the Transaction Closing, Sobeys will enter into an environmental indemnity agreement with Crombie LP providing for an unlimited indemnity by Sobeys for any claims and costs imposed by, under or pursuant to applicable environmental laws related to the presence of hazardous materials on the applicable Properties identified in the course of the REIT's environmental due diligence, including costs of remediation and monitoring work.
Sobeys Leases
As a condition of the Transaction Closing, Sobeys will enter into a fully net lease for each Property and DC (the "Sobeys Leases") and a lease amendment for each store that is subject to a Modernization. Pursuant to the terms of the Sobeys Leases, a subsidiary of Sobeys shall lease each Property on an "as is where is" basis without representation or warranty from the REIT. In addition, the DC leases will be quadruple net with all operating and capital costs associated with such DC to the account of the tenant. The Property leases will be triple net with all operating and certain capital costs to the account of the tenant. The lease amendments will extend the lease term of each Modernization store to 20 years.
The Sobeys Leases will have an average effective term of 20 years from Closing.
The aggregate annual minimum rental growth for the portfolio is projected to be approximately 1.33%.
AFFO Accretion
The Transaction is expected to be immediately accretive to Crombie's AFFO as evidenced by the effective capitalization rate of 6.50% (excluding Land) and expected solid annual cash flow growth. Furthermore, the Properties, DCs and leases governing the Modernizations are anticipated to require significantly lower ongoing maintenance capital expenditures and leasing costs relative to the balance of the Crombie portfolio as a result of the quadruple net leases on the DC's, capital efficiency on the Modernization investments and average 20 year lease terms on all the Properties, DC's and stores that are subject to Modernizations.
Definition of Non-GAAP Measures
Certain financial measures included in this news release do not have standardized meaning under IFRS and therefore may not be comparable to similarly titled measures used by other publicly traded entities. Crombie includes these measures because it believes certain investors use these measures as a means of assessing Crombie's financial performance.
-- Property NOI is property revenue less property operating expenses.
-- FFO is calculated as Increase (decrease) in net assets attributable to
Unitholders (computed in accordance with IFRS), excluding gains (or
losses) from sales of depreciable real estate and any related income
taxes, plus depreciation and amortization expense, deferred income
taxes, finance costs - distributions to Unitholders, impairment charges
and recoveries and change in fair value of financial instruments.
-- AFFO is defined as FFO adjusted for non-cash amounts affecting revenue,
amortization of effective swap agreements, less maintenance capital
expenditures, maintenance tenant incentives and deferred leasing costs,
and the settlement of effective interest rate swap agreements.
For additional information on these non-GAAP measures see our Management's Discussion and Analysis for the period ended March 31, 2016.
About Crombie
Crombie is an open-ended real estate investment trust established under, and governed by, the laws of the Province of Ontario. Crombie currently owns a portfolio of 252 retail, mixed use and office properties across Canada, comprising approximately 17.0 million square feet with a strategy to own and operate a portfolio of high quality grocery and drug store anchored shopping centres and freestanding stores primarily in Canada's top 36 markets.
More information about Crombie REIT can be found at www.crombiereit.com.
This news release contains forward-looking statements that reflect the current expectations of management of Crombie about Crombie's future results, performance, achievements, prospects and opportunities. Wherever possible, words such as "continue", "may", "will", "estimate", "anticipate", "believe", "expect", "intend" and similar expressions have been used to identify these forward-looking statements, and include statements regarding: the impact of the Acquisition on the REIT's property portfolio, including without limitation the effects on NOI, GLA, annual minimum rent, weighted average lease term; the accretive effects of the Acquisition, the REIT's intentions with respect to obtaining replacement financing for the draw on the REIT's credit facilities; and the expecting timing for closing the offering of Subscription Receipts, and the Acquisition. These statements reflect current beliefs and are based on information currently available to management of Crombie, and include, without limitation, statements regarding the expected use of proceeds of the Offering. Forward-looking statements necessarily involve known and unknown risks and uncertainties.
A number of factors, including the risk that the Acquisition does not close as expected, the availability of required regulatory approvals, and those risks discussed in the 2015 annual Management Discussion and Analysis under "Risk Management", could cause actual results, performance, achievements, prospects or opportunities to differ materially from the results discussed or implied in the forward-looking statements. These factors should be considered carefully and a reader should not place undue reliance on the forward-looking statements. There can be no assurance that the expectations of management of Crombie will prove to be correct.
Readers are cautioned that such forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from these statements. Crombie can give no assurance that actual results will be consistent with these forward-looking
statements.
Additional information relating to Crombie can be found on Crombie's web site at www.crombiereit.com or on the SEDAR web site for Canadian regulatory filings at www.sedar.com.
(1) Square footage represents the REIT's 50% ownership.
FOR FURTHER INFORMATION PLEASE CONTACT: Crombie Real Estate Investment Trust Mr. Glenn Hynes, FCPA, FCA Chief Financial Officer and Secretary (902) 755-8100 www.crombiereit.com Source: Crombie Real Estate Investment Trust