18 LEXPERT MAGAZINE
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SEPTEMBER
/
OCTOBER 2018
BIG DEALS
$230,014,950, including through exercise
of the underwriters' over-allotment option
in full which option exercise was completed
July 10, 2018. e units trade on the Toronto
Stock Exchange under the symbol MI.UN.
In connection with the Offering, the
REIT indirectly acquired a portfolio of
22 high-quality income-producing multi-
residential rental properties from Minto
Properties Inc. (Minto Properties), one of
e Minto Group of companies (collectively,
Minto), with 4,279 suites, located in To-
ronto, Ottawa, Calgary and Edmonton (the
Initial Properties). e net proceeds of the
Offering were used by the REIT to fund the
indirect acquisition of the Initial Properties
and reduce Minto's retained interest.
Following closing of the Offering (includ-
ing the completion of the over-allotment
option), an entity wholly-owned by Minto
Properties owned 20,859,410 class B units
of Minto Apartment Limited Partnership, a
subsidiary of the REIT, which class B units
are economically equivalent to and exchange-
able for units of the REIT on a one-for-one
basis, representing an aggregate approxi-
mate 56.8-per-cent ownership interest in the
REIT (in each case, determined as if all class
B units are exchanged for units of the REIT).
e Offering was underwritten by a syndi-
cate of underwriters jointly bookrun by TD
Securities Inc. and BMO Capital Markets,
and including CIBC Capital Markets, RBC
Capital Markets, Scotiabank, National Bank
Financial Inc., Canaccord Genuity Corp.,
Desjardins Securities Inc., Raymond James
Ltd. and Industrial Alliance Securities Inc.
e REIT is an unincorporated, open-
ended real estate investment trust established
pursuant to a declaration of trust under the
laws of the Province of Ontario to own in-
come-producing multi-residential properties
located in urban markets in Canada.
e Minto Group is one of the premier
real estate companies in Canada with a fully
integrated real estate investment, develop-
ment and management platform. Since its in-
ception in 1955, Minto has built more than
85,000 new homes. e company currently
manages more than 13,000 rental suites and
2.5 million square feet of office and retail
space. As an investment manager, Minto also
manages private capital on behalf of institu-
tional clients.
Goodmans LLP represented the REIT
and Minto Properties. e Goodmans
team was led by Stephen Pincus and Brenda
Gosselin (REITs/corporate) and included
Money Khoromi and Krysten Bortolotti
(corporate), Jon Northup, Jarrett Freeman,
Glenn Ernst and Kabir Jamal (tax) and Fred
Rubinoff (real estate).
Goodwin Procter LLP represented the
REIT and Minto Properties in the US with a
team that included Yoel Krantz and Michael
Orenstein (corporate).
Blake, Cassels & Graydon LLP repre-
sented the Underwriters with a team that
was led by Frank Guarascio and William
Fung and included Matthew Merkley, Jill
Davis, Jeremy Ozier and Tairroyn Childs
(corporate and securities), Chris Huband
(real estate), and Jeffrey Trossman, Andrew
Spiro and Shavone Bazarkewich (tax).
BSR REIT COMPLETES
US$135M IPO
CLOSING DATE: MAY 18, 2018
BSR Real Estate Investment Trust complet-
ed its initial public offering of 13,500,000
trust units at a price of US$10.00 per unit for
gross proceeds of US$135 million.
In connection with the offering, the REIT
indirectly acquired a 48-property portfolio
of multifamily garden-style residential prop-
erties (one of which is to be acquired follow-
ing closing of the offering) located across five
bordering states in the Sunbelt region of the
United States, held indirectly by BSR Trust,
LLC (BSR).
e net proceeds of the offering were
used by the REIT to repay approximately
US$122.3 million of indebtedness owing by
BSR and to fund transaction costs associated
with the offering.
e offering was underwritten by a syn-
dicate of underwriters led by BMO Capital
Markets, and included CIBC Capital Mar-
kets, RBC Capital Markets, Scotiabank, TD
Securities Inc., National Bank Financial Inc.,
Raymond James Ltd., Canaccord Genuity
Corp., Desjardins Securities Inc., Industrial
Alliance Securities Inc. and Echelon Wealth
Partners Inc.
e REIT granted the underwriters an
over-allotment option, exercisable in whole
or in part at any time up to 30 days aer
the closing of the offering, to purchase up
to an additional 2,025,000 units at a price
of US$10.00 per unit which, if exercised in
full, would increase the total gross proceeds
to US$155,250,000.
e net proceeds of the over-allotment op-
tion, to the extent exercised, will be used by
the REIT for capital expenditures on the ini-
tial properties, to repay indebtedness or for
future acquisitions.
On closing of the Offering, existing mem-
bers of BSR retained an aggregate approxi-
mate 66% ownership interest in the REIT
and will retain an aggregate approximate
63% ownership interest in the REIT if the
over-allotment option is exercised. Certain
of these holders are members or affiliates
of the Bailey family or are members or af-
filiates of the Hughes family (collectively,
the Bailey/Hughes Holders), who together
founded BSR. e Bailey/Hughes Hold-
ers together own 17,210,733 class B units of
BSR, which are economically equivalent to
and redeemable for units of the REIT on a
one-for-one basis, and 3,037,159 units of the
REIT, together representing an aggregate
approximate 51% ownership interest in the
REIT, and an aggregate approximate 49%
ownership interest in the REIT if the over-
allotment option is exercised.
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.
Goodmans LLP represented the REIT
in Canada with a team led by Stephen Pin-
cus and Brad Ross (corporate/securities)
that included Emily Weizel and Tara Hunt
(corporate/securities), Jon Northup and Ken
Saddington (tax) and Francy Kussner (insur-
ance); and by Mitchell, Williams, Selig,
Gates & Woodyard, PLLC in the United
States with a team that included Harry
Hamlin and Melissa Bandy (real estate), Ni-
cole Lovell (corporate/securities), Jennifer
Pierce (tax) and Nate Read (employment).
Blake, Cassels & Graydon LLP repre-
sented the Underwriters in Canada with
a team that included William Fung, Eric
Moncik, Neelu Toor and Raees Nakhuda
(corporate/securities), and Andrew Spiro
and Sabrina Wong (tax). e Underwrit-
ers were represented by Greenberg Traurig
LLP in the US with a team that included
Andy White and Barbara Jones (corporate/
