|By Marketwired .||
|May 6, 2014 06:54 PM EDT||
BARRIE, ONTARIO -- (Marketwired) -- 05/06/14 -- The Board of Trustees of Partners Real Estate Investment Trust (TSX: PAR.UN) ("Partners REIT" or the "REIT") today announced that it has commenced a process to review strategic alternatives to maximize value for unitholders. There are many potential outcomes of the strategic review process and there can be no guarantee that a transaction will take place. The Trustees are in the process of interviewing potential financial advisors and expect to engage one shortly.
Partners REIT also announces that it has extended its Unitholder Rights Plan, which would otherwise have expired this month, to its Annual General Meeting at which point unitholders will vote to extend or discontinue the Plan. As previously announced, the Toronto Stock Exchange has deferred approval of the Unitholder Rights Plan.
Partners REIT also provided an update regarding the matters raised by Orange Capital, a United States hedge fund, in its press releases issued on May 1 and May 5, 2014 concerning, among other things, the April 2014 transaction pursuant to which the REIT purchased three Ontario properties from Holyrood Holdings Limited (the "April Transaction") and the 10% second mortgage facility entered into by the REIT with Firm Capital.
Orange Capital's Opportunistic Financing Proposal
Partners REIT notes that on May 1, 2014, Orange Capital disclosed that it had provided a financing proposal to Partners REIT. The terms were very aggressive, including:
-- $15,000,000 of convertible securities (with no premium for the conversion to equity) -- Voting rights up to 15% of the outstanding units (without holding any equity) -- The appointment of three new Trustees, including one Orange Capital nominee
Partners REIT had been pursuing various secured financing proposals. Prior to the issuance of Orange Capital's May 1, 2014 press release, the REIT accepted a financing proposal superior to that of Orange Capital's, and which is repayable without penalty on short notice. While the accepted Firm Capital proposal had the same interest rate as that offered by Orange Capital, it did not include the problematic highly dilutive conversion to equity, voting rights or appointment of Board nominees. The Firm Capital financing is expected to close on May 8, 2014.
Despite the REIT having entered into the superior financing proposal, Orange Capital has continued to pressure Partners REIT daily, including on May 5, 2014 just before its latest press release, to accept financing from it, with a conversion entitlement into equity and immediate voting rights.
Unitholders should be aware that Orange Capital's interest in the REIT pre-dates its current engagement, as it previously attempted to purchase 15% of the REIT's units held by League Assets Corp. at a price of $6 per unit through a CCAA restructuring process, in November of 2013. On that occasion, Orange Capital was outbid by McCowan and Associates Ltd. who purchased the units at a price of $7 per unit.
The REIT's Trustees have attempted to engage constructively with Orange Capital. Orange Capital refuses to disclose how many units it holds in the REIT. We have asked if Orange Capital is short our units, and they have said they are not.
In addition to the offer to provide an Orange Capital nominee with one Board seat, the REIT has discussed with Orange Capital the possibility of increasing the size of its Board and has welcomed its recommendations for independent candidates for these positions. However, attempts to reach an accommodation that would be in the interests of all unitholders have been met with hostility from Orange Capital.
Given its opportunistic financing proposal, refusal to disclose its own unit position in the REIT and increasingly hostile campaign, it is unclear to Partners REIT that Orange Capital wishes to be part of a plan that benefits all unitholders. For example, having all the incumbent trustees just resign, as called for by Orange Capital, does not seem to be a particularly practical or productive proposal.
The April Transaction
As previously announced by the REIT, the Board of Trustees engaged independent legal counsel and initiated an investigation into the circumstances surrounding the April Transaction. As a result of new material information that was obtained, the Board of Trustees is working diligently to address the issues raised by Orange Capital and to cause Holyrood to unwind the April Transaction or to achieve some other satisfactory resolution. While the REIT is pressing Holyrood to agree to unwind the April Transaction, the consent of third parties will be required. A sale by Holyrood of its units in the REIT to an arm's length third party may also be a possibility. The REIT is focused on securing an outcome that is in the interests of all unitholders.
Partners REIT will continue to provide updates as developments warrant. We would prefer, however, not to have to engage in dueling press releases with Orange Capital.
About Partners REIT
Partners REIT is a growth-oriented real estate investment trust, which currently owns (directly or indirectly) 42 retail properties, well-located in British Columbia, Alberta, Manitoba, Ontario, and Quebec, aggregating approximately 3.2 million square feet of leasable space. Partners REIT focuses on expanding and managing a portfolio of retail and mixed-use community and neighborhood shopping centres located in both primary and secondary markets across Canada.
Certain statements included in this press release constitute forward-looking statements. The forward- looking statements are not historical facts but reflect Partners REIT's current expectations regarding future results or events. These forward looking statements are subject to a number of risks and uncertainties that could cause actual results or events to differ materially from current expectations. Although Partners REIT believes that the assumptions inherent in the forward-looking statements are reasonable, forward-looking statements are not guarantees of future performance and, accordingly, readers are cautioned not to place undue reliance on such statements due to the inherent uncertainty therein.
According to Forrester Research, every business will become either a digital predator or digital prey by 2020. To avoid demise, organizations must rapidly create new sources of value in their end-to-end customer experiences. True digital predators also must break down information and process silos and extend digital transformation initiatives to empower employees with the digital resources needed to win, serve, and retain customers.
Oct. 28, 2016 02:45 AM EDT Reads: 1,768
SYS-CON Events announced today that SoftNet Solutions will exhibit at the 19th International Cloud Expo, which will take place on November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA. SoftNet Solutions specializes in Enterprise Solutions for Hadoop and Big Data. It offers customers the most open, robust, and value-conscious portfolio of solutions, services, and tools for the shortest route to success with Big Data. The unique differentiator is the ability to architect and ...
Oct. 28, 2016 02:30 AM EDT Reads: 1,175
You think you know what’s in your data. But do you? Most organizations are now aware of the business intelligence represented by their data. Data science stands to take this to a level you never thought of – literally. The techniques of data science, when used with the capabilities of Big Data technologies, can make connections you had not yet imagined, helping you discover new insights and ask new questions of your data. In his session at @ThingsExpo, Sarbjit Sarkaria, data science team lead ...
Oct. 28, 2016 02:00 AM EDT Reads: 4,379
A completely new computing platform is on the horizon. They’re called Microservers by some, ARM Servers by others, and sometimes even ARM-based Servers. No matter what you call them, Microservers will have a huge impact on the data center and on server computing in general. Although few people are familiar with Microservers today, their impact will be felt very soon. This is a new category of computing platform that is available today and is predicted to have triple-digit growth rates for some ...
Oct. 28, 2016 02:00 AM EDT Reads: 34,355
As the world moves toward more DevOps and Microservices, application deployment to the cloud ought to become a lot simpler. The Microservices architecture, which is the basis of many new age distributed systems such as OpenStack, NetFlix and so on, is at the heart of Cloud Foundry - a complete developer-oriented Platform as a Service (PaaS) that is IaaS agnostic and supports vCloud, OpenStack and AWS. Serverless computing is revolutionizing computing. In his session at 19th Cloud Expo, Raghav...
Oct. 28, 2016 01:15 AM EDT Reads: 2,221
In past @ThingsExpo presentations, Joseph di Paolantonio has explored how various Internet of Things (IoT) and data management and analytics (DMA) solution spaces will come together as sensor analytics ecosystems. This year, in his session at @ThingsExpo, Joseph di Paolantonio from DataArchon, will be adding the numerous Transportation areas, from autonomous vehicles to “Uber for containers.” While IoT data in any one area of Transportation will have a huge impact in that area, combining sensor...
Oct. 28, 2016 01:00 AM EDT Reads: 1,204
So you think you are a DevOps warrior, huh? Put your money (not really, it’s free) where your metrics are and prove it by taking The Ultimate DevOps Geek Quiz Challenge, sponsored by DevOps Summit. Battle through the set of tough questions created by industry thought leaders to earn your bragging rights and win some cool prizes.
Oct. 28, 2016 12:45 AM EDT Reads: 4,261
SYS-CON Events announced today that Transparent Cloud Computing (T-Cloud) Consortium will exhibit at the 19th International Cloud Expo®, which will take place on November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA. The Transparent Cloud Computing Consortium (T-Cloud Consortium) will conduct research activities into changes in the computing model as a result of collaboration between "device" and "cloud" and the creation of new value and markets through organic data proces...
Oct. 28, 2016 12:45 AM EDT Reads: 1,518
Between the mockups and specs produced by analysts, and resulting applications built by developers, there exists a gulf where projects fail, costs spiral, and applications disappoint. Methodologies like Agile attempt to address this with intensified communication, with partial success but many limitations. In his session at @DevOpsSummit at 19th Cloud Expo, Charles Kendrick, CTO at Isomorphic Software, will present a revolutionary model enabled by new technologies. Learn how business and deve...
Oct. 28, 2016 12:15 AM EDT Reads: 1,616
In his session at Cloud Expo, Robert Cohen, an economist and senior fellow at the Economic Strategy Institute, will provide economic scenarios that describe how the rapid adoption of software-defined everything including cloud services, SDDC and open networking will change GDP, industry growth, productivity and jobs. This session will also include a drill down for several industries such as finance, social media, cloud service providers and pharmaceuticals.
Oct. 28, 2016 12:00 AM EDT Reads: 2,189
Enterprises have been using both Big Data and virtualization for years. Until recently, however, most enterprises have not combined the two. Big Data's demands for higher levels of performance, the ability to control quality-of-service (QoS), and the ability to adhere to SLAs have kept it on bare metal, apart from the modern data center cloud. With recent technology innovations, we've seen the advantages of bare metal erode to such a degree that the enhanced flexibility and reduced costs that cl...
Oct. 28, 2016 12:00 AM EDT Reads: 631
SYS-CON Events announced today that Niagara Networks will exhibit at the 19th International Cloud Expo, which will take place on November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA. Niagara Networks offers the highest port-density systems, and the most complete Next-Generation Network Visibility systems including Network Packet Brokers, Bypass Switches, and Network TAPs.
Oct. 28, 2016 12:00 AM EDT Reads: 1,453
Everyone knows that truly innovative companies learn as they go along, pushing boundaries in response to market changes and demands. What's more of a mystery is how to balance innovation on a fresh platform built from scratch with the legacy tech stack, product suite and customers that continue to serve as the business' foundation. In his General Session at 19th Cloud Expo, Michael Chambliss, Head of Engineering at ReadyTalk, will discuss why and how ReadyTalk diverted from healthy revenue an...
Oct. 27, 2016 10:30 PM EDT Reads: 3,085
Intelligent machines are here. Robots, self-driving cars, drones, bots and many IoT devices are becoming smarter with Machine Learning. In her session at @ThingsExpo, Sudha Jamthe, CEO of IoTDisruptions.com, will discuss the next wave of business disruption at the junction of IoT and AI, impacting many industries and set to change our lives, work and world as we know it.
Oct. 27, 2016 10:30 PM EDT Reads: 555
SYS-CON Media announced today that @WebRTCSummit Blog, the largest WebRTC resource in the world, has been launched. @WebRTCSummit Blog offers top articles, news stories, and blog posts from the world's well-known experts and guarantees better exposure for its authors than any other publication. @WebRTCSummit Blog can be bookmarked ▸ Here @WebRTCSummit conference site can be bookmarked ▸ Here
Oct. 27, 2016 10:30 PM EDT Reads: 9,808