BSR Real Estate Investment Trust Announces US$100 Million Bought Deal Equity Offering
12 Abril 2022 - 3:30PM
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,
RBC Capital Markets and CIBC Capital Markets (the ”Underwriters”),
on a bought deal basis, 5,120,000 trust units of the REIT (“Units”)
at a price of US$19.55 per Unit (“Offering Price”) for gross
proceeds to the REIT of approximately US$100 million (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
768,000 Units at the Offering Price, which, if exercised in full,
would increase the gross proceeds of the Public Offering to
approximately US$115 million.
BSR intends to use the net proceeds from the
Public Offering to repay outstanding indebtedness, to fund future
acquisitions and for general trust purposes. Upon completion of the
Public Offering (without giving effect to the Over-Allotment
Option), BSR expects to have a debt-to-gross book value of
approximately 40.4% including the convertible debentures and 37.8%
excluding the convertible debentures and access to approximately
US$138.3 million of available liquidity through unrestricted cash
and borrowing capacity available under its credit facility.
Daniel Oberste, BSR’s President and Chief
Executive Officer commented that “In 2021, we continued to
demonstrate our ability to execute BSR’s strategic objectives by
weighting our portfolio towards higher growth markets, which
contributed to a 61% year-over-year increase in our Net Asset Value
per unit by December 31, 2021. We continue to see the positive
momentum in multi-residential fundamentals across our target
markets and believe the runway for our strategy remains robust. The
equity offering fortifies our balance sheet and positions the REIT
to continue to take advantage of these positive dynamics and
execute on our growth plan.”
The Units forming part of the Public Offering
will be offered in Canada pursuant to a short form prospectus to be
filed with the securities commissions and other similar regulatory
authorities in each of the provinces of Canada, pursuant to
National Instrument 44-101 – Short Form Prospectus Distribution.
The Public Offering is subject to customary conditions and receipt
of all necessary approvals, including the approval of the Toronto
Stock Exchange. The Public Offering is expected to close on or
about April 29, 2022.
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, the anticipated closing and proposed use of proceeds
thereof, anticipated leverage, available liquidity, positive
industry dynamics and continued execution of the REIT’s growth
plan. In some cases forward-looking information can be identified
by such terms as "will", “would” 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, include 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 operations, business
and financial results. 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 "Risk Factors" in
the REIT's Management's Discussion and Analysis for the three
months and year ended December 31, 2021 and under “Risk Factors” in
the REIT's annual information form dated March 8, 2022, both of
which are available on SEDAR (www.sedar.com). There can be no
assurance that forward-looking statements will prove to be accurate
as actual outcomes and results may differ materially from those
expressed in these forward-looking statements. Readers, therefore,
should not place undue reliance on any such forward-looking
statements. 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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