REITs

Overview

A market leader in corporate finance and securities, M&A and real estate, and the acknowledged Canadian legal powerhouse in tax, Osler has advised on some of the largest and most complex REIT transactions in Canadian history. We have acted for issuers and underwriters in over 100 public offerings by REITs, including IPOs and follow-on offerings involving units, subscription receipts, convertible debt, unsecured fixed and floating rate debt issues.

Lawyers in our multi-disciplinary group advise REIT clients in the following areas:

  • all aspects of real estate, including acquisitions, dispositions, financing and leasing of their various assets
  • equity, convertible debt and straight debt offerings (acting for issuers and underwriters), including IPOs
  • tax structuring strategies specific to REITs and other real estate investors, such as pension plans and private equity funds
  • borrowing arrangements on behalf of REITs and lenders (mortgage, mortgage bond, bank and capital markets)
  • legal and risk requirements for boards and special committees on a wide range of issues, including securities class action litigation, mergers, governance, activism and compensation
  • issues affecting different asset types: retail, office, industrial, hotel/resort, healthcare and multi-residential
  • regulatory compliance and crisis management capacity on considerations affecting REITs and other public issuers, such as addressing securities commission inquiries

 

DEALS & CASES

Osler has advised on some of the most iconic Canadian REIT transactions over the last five years, including acting for the following:

  • Dundee REIT (now DREAM Office REIT) and H&R REIT on the purchase of the Scotia Plaza complex in Toronto for $1.3 billion, a record price for a single Canadian office project and the only acquisition of a major Triple A building in Toronto by a REIT. Osler also represented Dundee REIT on the $832-million acquisition of the Slate Canadian Office Portfolio, and Dundee Industrial REIT (now DREAM Industrial REIT) on the $660-million acquisition of its initial portfolio of properties. Osler has acted for the DREAM Group in the acquisition or disposition of more than 250 properties in the last three years for total sale proceeds in excess of $5 billion.  
  • KingSett Capital and the Ontario Pension Board (OPB) in their proposed take-over bid for Primaris REIT and ultimately in their acquisition of assets as part of a $5-billion friendly plan of arrangement with H&R REIT and Primaris, the largest REIT transaction in the last five years. Osler also acted for KingSett Capital in connection with the $2.1-billion acquisition of the ING industrial portfolio.
  • Chartwell Retirement Residences (formerly known as Chartwell Seniors Housing REIT) and Welltower Inc. (then HCN REIT, Inc.) in connection with the $850-million acquisition of the Maestro portfolio. Osler also represented Chartwell Retirement Residences in the acquisition and dispositions of assets in over 20 transactions since 2007 for total sale proceeds in excess of $3 billion, including the November 2015 $254-million acquisition of five premier retirement residences in Ontario and certain joint venture structuring relating to the transaction. Osler has also acted on 16 Chartwell Retirement Residence public offerings, including its IPO in 2003, originally as underwriters counsel, and subsequently as issuers counsel.
  • SmartREIT (formerly Calloway REIT) in connection with its $1.16-billion acquisition from SmartCentres that made SmartREIT a fully integrated real estate developer and operator by adding SmartCentres' platform of development, leasing, planning, engineering, architecture and construction capabilities. The transaction included the purchase of interests in a portfolio of 24 properties located principally in Ontario and Québec. Osler has also represented SmartREIT in the acquisition or disposition of more than 30 properties since 2011 for total sale proceeds in excess of $850 million, in respect of joint venture arrangements relating to the Vaughan Metropolitan Centre mixed-use development and premium outlet developments with Simon Properties, and in connection with its mezzanine loan program.
  • Ventas, Inc. in its $980-million acquisition of 29 independent living seniors housing communities in Canada from Holiday Retirement Corp. Osler also represented Ventas Canada Finance Ltd., the wholly owned subsidiary of Ventas, Inc., in connection with its $650-million senior notes offering to fund its acquisition (the largest unsecured offering by REIT at the time of the transaction). In 2007, Osler acted for Ventas, Inc. in its $1.6-billion acquisition of Sunrise Seniors Living REIT and in its related precedent-setting successful litigation in defence thereof; the acquisition marked Ventas’ entry into the Canadian seniors housing market.
  • TransGlobe REIT’s lender, CIBC, on credit facilities in connection with the REIT’s privatization transaction; as part of an over $1-billion transaction, TransGlobe REIT’s assets were acquired by four buyers and Osler acted for CIBC on loans to three of the four purchasers.
  • PROREIT in its acquisition of Boulevard Industrial REIT. The transaction increases the scale of PROREIT's portfolio to over $200 million of gross book value through the acquisition of Boulevard.
  • CANMARC REIT, a publicly-traded REIT that owned a nationally diversified portfolio of 115 commercial properties totalling 9.4 million square feet of gross leasable area and having a value of $1.9 billion, in connection with its acquisition by Cominar REIT by way of a take-over bid. Following the launch by Cominar REIT of a hostile offer to acquire CANMARC and the implementation of defensive tactics by CANMARC REIT, the two REITs reached a negotiated transaction leading to the creation of one of the largest diversified REITs in Canada.
  • Homburg Invest Inc., a real estate management company formerly listed on the TSX and the NYSE Euronext Amsterdam, in the implementation of the $2.8-billion CCAA restructuring of its commercial real estate assets and operations spanning across Canada, the United States and Europe, and in the creation of Geneba Properties N.V., a new Dutch publically listed property investment company created to hold certain of HII’s assets, namely 61 revenue-generating commercial real estate properties in Germany, the Netherlands, Estonia, Latvia and Lithuania.
  • Three of the Foreign Asset Income Trust (FAIT) cross-border structures, including the first-ever REIT FAIT in Canada (Dundee International REIT, now Dream Global REIT).
  • Issuers or underwriters in the $303-million IPO of CT REIT, and all of the issuances by the DREAM group of REIT offerings, Chartwell Retirement Residence, CANMARC REIT, PROREIT, Innvest REIT and CAPREIT.
  • Dundee International REIT (now Dream) in its $471.5-million equity and 5.5% Convertible Debentures, due July 31, 2018, multiple tranche offering.
  • The Agents in CT REIT’s $350 million 2.852% Debentures, Series A, due June 9, 2022, and 3.527% Debentures, Series B, due June 9, 2025, multiple tranche debt offering.
  • Dundee REIT (now Dream) in its $349-million equity offering.
  • Chartwell Seniors Housing REIT in its $340-million equity and 5.7% Debentures, due March 31, 2018, multiple tranche offering.
  • Dream Office REIT

    Dream Office REIT in connection with its co-ownership agreement to own Scotia Plaza and its sale with H&R REIT

Our corporate finance and securities, M&A, real estate and tax areas of expertise are recognized in several leading publications:

  • Chambers Global: The World's Leading Business Lawyers and Chambers Canada (Band 1 for Corporate/M&A and Tax). Client accolades as reported by Chambers include the following:
    • Firm: "They are an excellent firm and very strong across all areas. They're very responsive, quick, concise and have deep subject matter expertise."
    • Corporate/M&A: "I have a tremendous amount of respect for the skill and advice that they have provided - they are our go-to firm for any large or sophisticated project."
    • Tax: "They've been exceptional and take a pragmatic view of issues."
    • Real Estate: "They have a lot of depth in their bench. A big firm with a lot of expertise."
  • The Legal 500, Canada
  • The Canadian Legal Lexpert Directory
  • International Tax Review
  • International Tax Review: Americas Tax Awards 2015, Osler wins National Tax Award in Canada
  • International Tax Review: Americas Tax Awards 2015, Osler honoured for Americas M&A Deal of the Year
  • Lexpert/American Lawyer Guide to the Leading 500 Lawyers in Canada
  • Who's Who Legal
  • Best Lawyers in Canada
  • The Legal Media Group's Expert Guides
  • IFLR1000: The Guide to the World's Leading Financial Law Firms, Osler ranked in Tier 1, Capital Markets