BSR Real Estate Investment Trust Announces Bought Deal Public Offering of US$40 Million of Convertible Unsecured Subordinated...
27 Agosto 2020 - 2:23PM
BSR Real Estate Investment Trust (“BSR” or the “REIT”) (TSX:HOM.U
and HOM.UN) announced today that it has entered into an agreement
to sell to a syndicate of underwriters led by BMO Capital Markets,
on a bought deal basis, US$40 million aggregate principal amount of
5.00% convertible unsecured subordinated debentures due September
30, 2025 (the “Debentures”) (the “Public Offering”).
In addition, the REIT has also granted the
underwriters an option (the “Over-Allotment Option”), exercisable
at any time, in whole or in part, for a period of 30 days following
the closing of the Public Offering to purchase up to an additional
US$6 million aggregate principal amount of Debentures, which, if
exercised in full, would increase the gross proceeds of the Public
Offering to approximately US$46 million.
The Debentures are convertible at the option of
the holder into units of the REIT at US$14.40 per unit (the
“Conversion Price”). The Conversion Price represents a conversion
rate of approximately 69.4444 units for each US$1,000
principal amount of Debentures, subject to adjustment in accordance
with a trust indenture to be entered into on or before closing of
the Public Offering that will govern the Debentures. The Debentures
will bear interest at a rate of 5.00% per annum and will be payable
semi-annually on March 31 and September 30 until maturity on
September 30, 2025, with interest payments commencing on March 31,
2021. The Debentures will not be redeemable by BSR prior to
September 30, 2023. On or after September 30, 2023, but prior to
September 30, 2024, the Debentures will be redeemable, in whole or
in part, at a price equal to the principal amount plus accrued and
unpaid interest, at BSR’s option, provided that the volume weighted
average trading price of the US dollar denominated Units on the
Toronto Stock Exchange for the 20 consecutive trading days ending
five trading days preceding the date on which notice of redemption
is given is not less than 125% of the Conversion Price. On and
after September 30, 2024, the Debentures will be redeemable by BSR,
in whole or in part, at a price equal to the principal amount plus
accrued and unpaid interest.
BSR intends to use the net proceeds from the
Public Offering to repay a portion of amounts outstanding on its
credit facility (current outstanding balance of US$193 million) and
for general trust purposes. Upon completion of the Public Offering
(and assuming the Over-Allotment Option is exercised in full), BSR
expects to have access to approximately US$98 million of available
liquidity through unrestricted cash and borrowing capacity
available under its credit facility. Following closing of the
Public Offering, BSR expects to have acquisition capacity of
approximately US$200 million to US$220 million to pursue its
acquisition pipeline.
The Debentures forming part of the Public
Offering will be offered in Canada pursuant to a base shelf
prospectus dated November 8, 2019. The terms of the Debentures will
be described in a prospectus supplement to be filed with securities
regulators in all provinces and territories of Canada. Closing of
the Public Offering is expected to take place on or about September
3, 2020 and is subject to the REIT receiving all necessary
regulatory approvals, including approval of the Toronto Stock
Exchange.
The Units have not been, nor will they be,
registered under the United States Securities Act of 1933, as
amended, (the "1933 Act") and may not be offered, sold or
delivered, directly or indirectly, in the United States, or to, or
for the account or benefit of, "U.S. persons" (as defined in
Regulation S under the 1933 Act), except pursuant to an exemption
from the registration requirements of the 1933 Act. This press
release does not constitute an offer to sell or a solicitation of
an offer to buy any Units in the United States or to, or for the
account or benefit of, U.S. persons.
ABOUT BSR REAL ESTATE INVESTMENT
TRUST
BSR Real Estate Investment Trust is an
internally managed, unincorporated, open-ended real estate
investment trust established pursuant to a declaration of trust
under the laws of the Province of Ontario. The REIT owns a
portfolio of multifamily garden-style residential properties
located in attractive primary and secondary markets in the Sunbelt
region of the United States.
Additional information about the REIT is
available at www.bsrreit.com or www.sedar.com.
Forward-Looking Information
This news release contains forward-looking
information within the meaning of applicable securities
legislation, which reflects the REIT's current expectations
regarding future events, including statements about the Public
Offering and the proposed use of proceeds thereof available
liquidity and acquisition capacity. In some cases forward-looking
information can be identified by such terms as "will" and
"expected". Forward-looking information is based on a number of
assumptions and is subject to a number of risks and uncertainties,
many of which are beyond the REIT's control that could cause actual
results and events to differ materially from those that are
disclosed in or implied by such forward-looking information. The
REIT's estimates, beliefs and assumptions, which may prove to be
incorrect, including those relating to the REIT's ability to
complete the Public Offering and finance and complete future
acquisitions, as well as that COVID-19 will not have a material
impact on the REIT's business. The risks and uncertainties that may
impact such forward-looking information include, but are not
limited to, the impact of COVID-19 on the REIT's operations,
business and financial results and the factors discussed under
"Risks and Uncertainties" in the REIT's Management's Discussion and
Analysis for the three and six months ended June 30, 2020 and in
the REIT's annual information form dated March 10, 2020, both of
which are available on SEDAR (www.sedar.com). The REIT does not
undertake any obligation to update such forward-looking
information, whether as a result of new information, future events
or otherwise, except as expressly required by applicable law. This
forward-looking information speaks only as of the date of this news
release.
For further information: Susan
Koehn, Chief Financial Officer, BSR Real Estate Investment Trust,
Tel: 501.371.6335, Fax: 501.374.3383
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