News Feed Item

Partners Real Estate Investment Trust Announces Strategic Review Process and Provides Update

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
--  The appointment of three new Trustees, including one Orange Capital

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.

Investor Relations
[email protected]
(604) 428-0429

Longview Communications
Joel Shaffer

More Stories By Marketwired .

Copyright © 2009 Marketwired. All rights reserved. All the news releases provided by Marketwired are copyrighted. Any forms of copying other than an individual user's personal reference without express written permission is prohibited. Further distribution of these materials is strictly forbidden, including but not limited to, posting, emailing, faxing, archiving in a public database, redistributing via a computer network or in a printed form.

Latest Stories
The IoT Will Grow: In what might be the most obvious prediction of the decade, the IoT will continue to expand next year, with more and more devices coming online every single day. What isn’t so obvious about this prediction: where that growth will occur. The retail, healthcare, and industrial/supply chain industries will likely see the greatest growth. Forrester Research has predicted the IoT will become “the backbone” of customer value as it continues to grow. It is no surprise that retail is ...
Digital Transformation: Preparing Cloud & IoT Security for the Age of Artificial Intelligence. As automation and artificial intelligence (AI) power solution development and delivery, many businesses need to build backend cloud capabilities. Well-poised organizations, marketing smart devices with AI and BlockChain capabilities prepare to refine compliance and regulatory capabilities in 2018. Volumes of health, financial, technical and privacy data, along with tightening compliance requirements by...
Business professionals no longer wonder if they'll migrate to the cloud; it's now a matter of when. The cloud environment has proved to be a major force in transitioning to an agile business model that enables quick decisions and fast implementation that solidify customer relationships. And when the cloud is combined with the power of cognitive computing, it drives innovation and transformation that achieves astounding competitive advantage.
Evan Kirstel is an internationally recognized thought leader and social media influencer in IoT (#1 in 2017), Cloud, Data Security (2016), Health Tech (#9 in 2017), Digital Health (#6 in 2016), B2B Marketing (#5 in 2015), AI, Smart Home, Digital (2017), IIoT (#1 in 2017) and Telecom/Wireless/5G. His connections are a "Who's Who" in these technologies, He is in the top 10 most mentioned/re-tweeted by CMOs and CIOs (2016) and have been recently named 5th most influential B2B marketeer in the US. H...
How is DevOps going within your organization? If you need some help measuring just how well it is going, we have prepared a list of some key DevOps metrics to track. These metrics can help you understand how your team is doing over time. The word DevOps means different things to different people. Some say it a culture and every vendor in the industry claims that their tools help with DevOps. Depending on how you define DevOps, some of these metrics may matter more or less to you and your team.
DevOpsSummit New York 2018, colocated with CloudEXPO | DXWorldEXPO New York 2018 will be held November 11-13, 2018, in New York City. Digital Transformation (DX) is a major focus with the introduction of DXWorldEXPO within the program. Successful transformation requires a laser focus on being data-driven and on using all the tools available that enable transformation if they plan to survive over the long term. A total of 88% of Fortune 500 companies from a generation ago are now out of bus...
DXWordEXPO New York 2018, colocated with CloudEXPO New York 2018 will be held November 11-13, 2018, in New York City and will bring together Cloud Computing, FinTech and Blockchain, Digital Transformation, Big Data, Internet of Things, DevOps, AI, Machine Learning and WebRTC to one location.
Dion Hinchcliffe is an internationally recognized digital expert, bestselling book author, frequent keynote speaker, analyst, futurist, and transformation expert based in Washington, DC. He is currently Chief Strategy Officer at the industry-leading digital strategy and online community solutions firm, 7Summits.
@DevOpsSummit New York 2018, colocated with CloudEXPO | DXWorldEXPO New York 2018 will be held November 11-13, 2018, in New York City. From showcase success stories from early adopters and web-scale businesses, DevOps is expanding to organizations of all sizes, including the world's largest enterprises - and delivering real results.
DXWorldEXPO LLC announced today that Dez Blanchfield joined the faculty of CloudEXPO's "10-Year Anniversary Event" which will take place on November 11-13, 2018 in New York City. Dez is a strategic leader in business and digital transformation with 25 years of experience in the IT and telecommunications industries developing strategies and implementing business initiatives. He has a breadth of expertise spanning technologies such as cloud computing, big data and analytics, cognitive computing, m...
Widespread fragmentation is stalling the growth of the IIoT and making it difficult for partners to work together. The number of software platforms, apps, hardware and connectivity standards is creating paralysis among businesses that are afraid of being locked into a solution. EdgeX Foundry is unifying the community around a common IoT edge framework and an ecosystem of interoperable components.
DXWorldEXPO LLC announced today that Kevin Jackson joined the faculty of CloudEXPO's "10-Year Anniversary Event" which will take place on November 11-13, 2018 in New York City. Kevin L. Jackson is a globally recognized cloud computing expert and Founder/Author of the award winning "Cloud Musings" blog. Mr. Jackson has also been recognized as a "Top 100 Cybersecurity Influencer and Brand" by Onalytica (2015), a Huffington Post "Top 100 Cloud Computing Experts on Twitter" (2013) and a "Top 50 C...
Cloud-enabled transformation has evolved from cost saving measure to business innovation strategy -- one that combines the cloud with cognitive capabilities to drive market disruption. Learn how you can achieve the insight and agility you need to gain a competitive advantage. Industry-acclaimed CTO and cloud expert, Shankar Kalyana presents. Only the most exceptional IBMers are appointed with the rare distinction of IBM Fellow, the highest technical honor in the company. Shankar has also receive...
Enterprises have taken advantage of IoT to achieve important revenue and cost advantages. What is less apparent is how incumbent enterprises operating at scale have, following success with IoT, built analytic, operations management and software development capabilities - ranging from autonomous vehicles to manageable robotics installations. They have embraced these capabilities as if they were Silicon Valley startups.
DXWorldEXPO LLC announced today that ICOHOLDER named "Media Sponsor" of Miami Blockchain Event by FinTechEXPO. ICOHOLDER give you detailed information and help the community to invest in the trusty projects. Miami Blockchain Event by FinTechEXPO has opened its Call for Papers. The two-day event will present 20 top Blockchain experts. All speaking inquiries which covers the following information can be submitted by email to [email protected] Miami Blockchain Event by FinTechEXPO also offers s...