Lexpert Magazine

October 2017

Lexpert magazine features articles and columns on developments in legal practice management, deals and lawsuits of interest in Canada, the law and business issues of interest to legal professionals and businesses that purchase legal services.

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32 LEXPERT MAGAZINE | OCTOBER 2017 BIG REAL ESTATE fering and the proceeds from four new com- mercial mortgage-backed securities loans in the aggregate amount of US$236.2 million. For the Offering and the acquisition, AHIP was represented by Farris, Vaughan, Wills & Murphy LLP, with a team led by Brian Canfield that included Duncan Reid, Robert Veitch, Mathew Smith and Sean Gal- loway. AHIP was represented in certain US commercial real estate and senior secured financing matters by Snell & Wilmer LLP, with a team led by Joyce Wright that includ- ed Marc Currie, Angela, Perez, Ryan Kons- dorf, Chris Provera and Jeff Porter. Daniel Miller of Dorsey & Whitney LLP acted as US counsel to AHIP for the Offering. e underwriters were represented by Blake, Cassels & Graydon LLP, with a team led by William Fung that included Eric Moncik, Jordan Knowles and Patrick Sever- ide (securities) and Chris Van Loan and Ed- ward Miller (tax). Christopher Morgan and Annabelle Gardere (securities) and Sarah Beth Rizzo and Sarah Ralph (tax) of Skad- den, Arps, Slate, Meagher & Flom LLP acted as US counsel to the underwriters for the Offering. e previous owners of the 18 hotel prop- erties were represented in the sale by Latham & Watkins LLP, with a team led by Gary Axelrod that included Nathan Logan and Renee Naylor. RGF REAL ESTATE FUND LP ACQUIRES THE COUNTRY CLUB GOLF COURSE IN WOODBRIDGE, ONT. CLOSING DATE: MAY 3, 2017 On May 3, 2017, Clubhouse Developments Inc., led by RGF Real Estate Fund LP (RGF), acquired e Country Club Golf Course in Woodbridge, Ont., for $220 million from e Toronto Region Board of Trade. Clubhouse Developments Inc. plans to create a residential enclave with a blend of family homes and a significant amount of green space accessible to the community. e 290-acre property is a coveted parcel of prime land along the Humber River with- in the thriving community of Woodbridge in Vaughan. e potential area for development is ap- proximately one-third of the acreage. Development is not slated to commence immediately. RGF's successful formula has been the ability to partner real estate industry experts and high-net-worth individuals with a pro- fessional national pension fund. RGF is responsive to opportunities, main- tains the ability to raise capital efficiently and exercises control over the functional oper- ations of real estate development, construc- tion and management while achieving max- imum returns. WeirFoulds LLP represented RGF and Clubhouse Developments Inc. with a team that included Sylvia Adriano, David omp- son, Richard Arezes and Robert Eisenberg. RGF was also represented by David Gold- man, its in-house legal counsel, of HBNG Holborn Group. Borden Ladner Gervais LLP represented the e Toronto Region Board of Trade with a team that included Murray Shopiro and Xue Yan. SANDALWOOD MANAGEMENT GROUP COMPLETES SALE CLOSING DATE: JULY 7, 2017 On July 7, 2017, Sandalwood Manage- ment Group (Sandalwood) completed the $147-million sale to Nobel REIT LP (Nobel) of a 100-per-cent interest in two properties and a 50-per-cent interest in 24 properties. e properties are located throughout the province of Québec and one property is lo- cated in the province of New Brunswick. e transaction provides for Sandalwood Management Group to remain as property manager. Sandalwood is dually headquar- tered in Austin, Texas, and Montréal, Qué- bec, and owns and manages more than 80 properties across North America. e com- pany's holdings encompass 6 million square feet of retail and office space and more than 6,000 multi-family residential units. (On April 3, 2017, Edgefront REIT and Nobel REIT announced that the two REITs had merged into a combined REIT that was renamed Nexus REIT. e transaction was completed by way of a previously announced plan of arrangement.) Sandalwood was represented by Stikeman Elliott LLP. e Stikeman Elliott team was composed of Bertrand Ménard, Mistrale Le- page-Chouinard and Fannie Tremblay. Nobel was represented by Cain Lamarre, s.e.n.c.r.l. e Cain Lamarre team was composed of René Gauthier, François Bail- largeon Beauchamp and Stefan Nasswetter. WPT INDUSTRIAL REIT COMPLETES US$126.6M FINANCING CLOSING DATE: JULY 18, 2017 WPT Industrial Real Estate Investment Trust (the REIT) completed a public of- fering of 6,735,500 trust units at a price of US$12.85 per unit for gross proceeds to the REIT of approximately US$86.6 million, including the full exercise of the over-allot- ment option (the Treasury Offering). Concurrent with the Treasury Offering, Welsh Property Trust, LLC (Welsh) also completed a secondary offering of 3,115,000 units of the REIT at a price of US$12.85 per unit for gross proceeds to Welsh of approxi- mately US$40 million (the Secondary Offer- ing, and together with the Treasury Offer- ing, the Offering). e Offering was made through a syndi- cate of underwriters co-led by Desjardins Capital Markets, CIBC Capital Markets and RBC Capital Markets, with Desjardins Capital Markets and CIBC Capital Markets acting as joint bookrunners, and including, BMO Nesbitt Burns Inc., National Bank Financial Inc., Scotia Capital Inc., TD Se- curities Inc., GMP Securities L.P., Indus- trial Alliance Securities Inc. and Canaccord Genuity Corp. e REIT and Welsh were represented internally by Matthew Cimino (General Counsel and Secretary for each of the REIT and Welsh). Blake, Cassels & Graydon LLP acted as Canadian counsel to the REIT and Welsh, with a team that included William Fung, Matthew Merkley, Alison Desipio and Yousaf Khan (securities) and Andrew Spiro and Evan Schmid (tax). Briggs and Morgan, Professional Association acted as US co- counsel to the REIT and Welsh, with a team that included Steven Ryan, omas Steichen and Marcus Laman (securities). Shearman & Sterling LLP acted as US co-counsel to the REIT and Welsh, with a team of Larry Crouch and Emalie Sundale (tax). e syndicate of underwriters were repre- sented by Davies Ward Phillips & Vineberg LLP, with a team in Canada that included Jim Reid and Jared Solinger (securities) and Raj Juneja and Chris Anderson (tax); and in the United States with a team that included Scott Fisher (securities) and Peter Glicklich and Heath Martin (tax).

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