KingSett Capital-led consortium in its proposed take-over bid for Primaris REIT and acquisition of 17 Primaris properties as part of H&R REIT’s acquisition of Primaris

Osler was counsel to the KingSett Capital-led consortium, which consisted of certain KingSett Capital managed funds, the Ontario Pension Board and RioCan REIT, in the $4.5 billion, 5-way, friendly transaction among H&R, Primaris, KingSett, Ontario Pension Board and RioCan REIT, which closed on April 4, 2013. As part of the transaction, the KingSett Capital-led consortium acquired 17 Primaris properties pursuant to separate purchase agreements between Primaris and the consortium members. H&R then acquired Primaris and its remaining 27 properties.

The deal followed an unsolicited take-over bid by the KingSett Capital-led consortium for Primaris launched in December 2012, which was later complicated by a white knight transaction by H&R announced in January 2013. In the end, the complex transaction was structured as a statutory plan of arrangement under the Alberta Business Corporations Act and was the largest real estate acquisition transaction of 2012 and the largest REIT transaction in the last five years.

The Osler team advising the KingSett Capital-led consortium consisted of Emmanuel Pressman, Andrew Aziz (Corporate), and Peter Franklyn (Competition). The Osler team advising the Ontario Pension Board consisted of Doug Bryce (Corporate), Jack Silverson, Matias Milet (Taxation), Paul Litner (Pensions & Benefits) and Joyce Bernasek (Financial Services).