LEXPERT MAGAZINE
|
NOVEMBER/DECEMBER 2016 31
BIG REAL ESTATE
| REAL PROPERTY TRANSACTIONS OF IMPORTANCE |
A LOOK AT RECENT REAL PROPERTY TRANSACTIONS OF SIGNIFICANCE, INCLUDING CPPIB ACQUIRING A 50-PER-CENT INTEREST IN
AN OFFICE BUILDING PORTFOLIO FROM OXFORD PROPERTIES GROUP; AND BLUESKY HOTELS AND RESORTS ACQUIRING INNVEST
REIT FOR $2.1 BILLION — A DEAL THAT SEES BLUESKY ADD A PORTFOLIO OF 107 HOTELS ACROSS CANADA TO ITS ASSETS
CPPIB ACQUIRES 50%
STAKE IN CANADIAN OFFICE
PORTFOLIO FROM OXFORD
CLOSING DATE: SEPTEMBER 1, 2016
On September 1, 2016, Canada Pension
Plan Investment Board ("CPPIB") com-
pleted the acquisition of a 50-per-cent in-
terest in a portfolio of high-quality office
properties in downtown Toronto and Cal-
gary from Oxford Properties Group ("Ox-
ford"), the real estate arm of OMERS, at a
gross purchase price of $1.175 billion.
Oxford will continue to manage the
properties on behalf of the partnership.
e 4.2-million-square-foot portfolio
includes seven office buildings with tenants
in financial services, technology, account-
ing, legal and commodities businesses.
In Toronto, the Richmond-Adelaide Cen-
tre is a high-quality office complex that in-
cludes five buildings located in the city's finan-
cial district, totalling 2.4 million square feet
and covering almost all of a 4.5-acre city block.
In Calgary, Centennial Place and Eau
Claire Tower are two Class AA office tow-
ers developed by Oxford in the northern
part of the downtown core, totalling 1.8
million square feet. e buildings achieved
a tenant satisfaction score of 94 per cent —
a full 18 per cent greater than the industry
average — and offer a variety of industry-
leading sustainability features.
CPPIB was represented by Davies Ward
Phillips & Vineberg LLP, with a team that
included Gregory Howard, Donald Stanbury,
Steven Martin, Frank Arnone, Pawel Miel-
carek and Samantha Henein (real estate), Sar-
ah Powell (environmental), Ian Crosbie (tax)
and Mark Katz (competition), with assistance
from Benoit Archambault in Davies' Montréal
office, and Stephen Raby and Riley Whitlock
of Norton Rose Fulbright
Canada LLP in Calgary. Da-
vies also acted for CPPIB in
connection with the assump-
tion of mortgage financing at
Centennial Place and financ-
ing related to the Richmond-
Adelaide Centre, with a team that was com-
posed of Derek Vesey and Devon Comstock.
Oxford was represented by a team of in-
house counsel led by Gawain Smart and
including Nancy Prenevost, Juliana Abdo,
Ilana Cohen, Cory Estrela and Judith George.
Blake, Cassels & Graydon LLP acted as ex-
ternal transaction counsel, with a team that
included Chris Huband, Daniel Kofman and
Jason Kolarich (Toronto real estate), Debbie
Salzberger (competition), and Garth Ander-
son and Jay Geers (Calgary real estate). Jerald
Wortsman and Andrew Silverman (tax) and
Scott Bell (pension investment) of Torys LLP
provided external tax and pension investment
advice. Stuart LeMesurier and Christina Kobi
of McLean & Kerr LLP acted for Oxford in
connection with leasing and tenant estoppel
matters. Paul Mantini and John van Gent of
Bennett Jones LLP acted as external counsel
for Oxford in connection with the assumption
of mortgage financing at Centennial Place.
Blake, Cassels & Graydon LLP also
acted for Royal Bank of Canada in con-
nection with financing related to the Rich-
mond-Adelaide Centre, with a team that
was composed of Michael Matheson and
Jennifer Hancock.
BLUESKY HOTELS AND RESORTS
ACQUIRES INNVEST REIT FOR $2.1B
CLOSING DATE: AUGUST 19, 2016
On August 19, 2016, Bluesky Hotels and
Resorts ("Bluesky") completed its acqui-
sition of InnVest Real Estate Investment
Trust ("InnVest") by way of a plan of ar-
rangement under the Business Corporations
Act (Alberta) for around $2.1 billion.
Pursuant to the transaction, Bluesky has
acquired all of the issued and outstanding
units of InnVest for a price of $7.25 in cash
per unit for an aggregate amount of approx-
imately $974,504,697.
In addition, in connection with the closing
of the Arrangement, InnVest has completed
the redemption for cash of (i) all 6.00 per cent
Series E convertible debentures and 5.75 per
cent Series F convertible debentures at a price
of $1,010 per $1,000 of debentures (plus ac-
crued and unpaid interest), and (ii) all 6.25 per
cent Series G convertible debentures at a price
of $1,075 per $1,000 of debentures (plus ac-
crued and unpaid interest).
e transaction received unanimous ap-
proval from the Board of Trustees of In-
nVest and full support from InnVest's man-
agement team and was subject to several
customary conditions, including the ap-
proval of InnVest unitholders and Canadi-
an regulatory approvals, under the Invest-
ment Canada Act and the Competition Act.
Bluesky is a privately held Canadian cor-
poration, backed by Hong Kong capital,
with an interest in developing a diversified
asset portfolio of hotels, hospitality servic-
es, real estate and other long-term holdings.
Prioritizing opportunities to continually
enhance its portfolio quality, Bluesky is fo-
cusing on the ownership and development
of the hotels in the InnVest portfolio.
InnVest is an unincorporated open-end-
ed real estate investment trust that owns
a portfolio of 107 hotels across Canada,
including the Vancouver Hyatt, Fairmont
Palliser, Sheraton Eau Claire, Fairmont
Macdonald, and Fairmont Royal York.
McCarthy Tétrault LLP acted as legal
counsel to Bluesky with a team including
Graham Gow, Oliver Borgers, Robert Han-
sen, Patrick McCay, Jamie Orzech, Bobby
Wang, Charlene Schafer, Heidi Gordon, Ni-
cole Rumble, Na Fan and Suraj Rammohan.
Norton Rose Fulbright
Canada LLP acted as legal coun-
sel to InnVest with a team led by
Walied Soliman, Paul Fitzgerald
and Andrea Brewer and included
Ruth Wahl, Steve Leitl, Janet Bo-
bechko, Jennifer Kennedy, Anne
