Welcome!

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
    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.

Disclaimer

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.

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
SYS-CON Events announced today that Numerex Corp, a leading provider of managed enterprise solutions enabling the Internet of Things (IoT), will exhibit at the 19th International Cloud Expo | @ThingsExpo, which will take place on November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA. Numerex Corp. (NASDAQ:NMRX) is a leading provider of managed enterprise solutions enabling the Internet of Things (IoT). The Company's solutions produce new revenue streams or create operating...
Almost two-thirds of companies either have or soon will have IoT as the backbone of their business in 2016. However, IoT is far more complex than most firms expected. How can you not get trapped in the pitfalls? In his session at @ThingsExpo, Tony Shan, a renowned visionary and thought leader, will introduce a holistic method of IoTification, which is the process of IoTifying the existing technology and business models to adopt and leverage IoT. He will drill down to the components in this fra...
I'm a lonely sensor. I spend all day telling the world how I'm feeling, but none of the other sensors seem to care. I want to be connected. I want to build relationships with other sensors to be more useful for my human. I want my human to understand that when my friends next door are too hot for a while, I'll soon be flaming. And when all my friends go outside without me, I may be left behind. Don't just log my data; use the relationship graph. In his session at @ThingsExpo, Ryan Boyd, Engi...
IoT is fundamentally transforming the auto industry, turning the vehicle into a hub for connected services, including safety, infotainment and usage-based insurance. Auto manufacturers – and businesses across all verticals – have built an entire ecosystem around the Connected Car, creating new customer touch points and revenue streams. In his session at @ThingsExpo, Macario Namie, Head of IoT Strategy at Cisco Jasper, will share real-world examples of how IoT transforms the car from a static p...
SYS-CON Events announced today that Pulzze Systems 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. Pulzze Systems, Inc. provides infrastructure products for the Internet of Things to enable any connected device and system to carry out matched operations without programming. For more information, visit http://www.pulzzesystems.com.
If you’re responsible for an application that depends on the data or functionality of various IoT endpoints – either sensors or devices – your brand reputation depends on the security, reliability, and compliance of its many integrated parts. If your application fails to deliver the expected business results, your customers and partners won't care if that failure stems from the code you developed or from a component that you integrated. What can you do to ensure that the endpoints work as expect...
DevOps at Cloud Expo – being held November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA – announces that its Call for Papers is open. Born out of proven success in agile development, cloud computing, and process automation, DevOps is a macro trend you cannot afford to miss. 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. Am...
The Internet of Things can drive efficiency for airlines and airports. In their session at @ThingsExpo, Shyam Varan Nath, Principal Architect with GE, and Sudip Majumder, senior director of development at Oracle, will discuss the technical details of the connected airline baggage and related social media solutions. These IoT applications will enhance travelers' journey experience and drive efficiency for the airlines and the airports. The session will include a working demo and a technical d...
SYS-CON Events announced today that Commvault, a global leader in enterprise data protection and information management, has been named “Bronze Sponsor” of SYS-CON's 19th International Cloud Expo, which will take place on November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA. Commvault is a leading provider of data protection and information management solutions, helping companies worldwide activate their data to drive more value and business insight and to transform moder...
The Transparent Cloud-computing Consortium (abbreviation: 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 processing High speed and high quality networks, and dramatic improvements in computer processing capabilities, have greatly changed the nature of applications and made the storing and processing of data on the network commonplace.
SYS-CON Events announced today that Bsquare has been named “Silver Sponsor” of SYS-CON's @ThingsExpo, which will take place on November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA. For more than two decades, Bsquare has helped its customers extract business value from a broad array of physical assets by making them intelligent, connecting them, and using the data they generate to optimize business processes.
Fact is, enterprises have significant legacy voice infrastructure that’s costly to replace with pure IP solutions. How can we bring this analog infrastructure into our shiny new cloud applications? There are proven methods to bind both legacy voice applications and traditional PSTN audio into cloud-based applications and services at a carrier scale. Some of the most successful implementations leverage WebRTC, WebSockets, SIP and other open source technologies. In his session at @ThingsExpo, Da...
SYS-CON Events announced today that Secure Channels 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 bedrock of Secure Channels Technology is a uniquely modified and enhanced process based on superencipherment. Superencipherment is the process of encrypting an already encrypted message one or more times, either using the same or a different algorithm.
Traditional on-premises data centers have long been the domain of modern data platforms like Apache Hadoop, meaning companies who build their business on public cloud were challenged to run Big Data processing and analytics at scale. But recent advancements in Hadoop performance, security, and most importantly cloud-native integrations, are giving organizations the ability to truly gain value from all their data. In his session at 19th Cloud Expo, David Tishgart, Director of Product Marketing ...
The vision of a connected smart home is becoming reality with the application of integrated wireless technologies in devices and appliances. The use of standardized and TCP/IP networked wireless technologies in line-powered and battery operated sensors and controls has led to the adoption of radios in the 2.4GHz band, including Wi-Fi, BT/BLE and 802.15.4 applied ZigBee and Thread. This is driving the need for robust wireless coexistence for multiple radios to ensure throughput performance and th...