TSX SYMBOL: MRG.UN
/NOT FOR DISTRIBUTION IN THE UNITED STATES OR OVER UNITED STATES WIRE SERVICES/
TORONTO, Feb. 22,
2023 /CNW/ - Morguard North American Residential Real
Estate Investment Trust ("Morguard NAR REIT" or the "REIT") (TSX:
MRG.UN), announced today that it has entered into an agreement with
a syndicate of underwriters, co-led by RBC Capital Markets and TD
Securities Inc., for the purchase by the underwriters, on a bought
deal basis, subject to regulatory approval, of $50,000,000 aggregate principal amount of 6.00%
convertible unsecured subordinated debentures due March 31, 2028 (the "Debentures"). The Debentures
will be convertible, at the option of the holder, into trust units
of Morguard NAR REIT at $24.15 per
trust unit. Morguard NAR REIT has granted the underwriters an
over-allotment option exercisable at any time up to 30 days after
Closing, to acquire additional Debentures up to the lesser of
$6,750,000 aggregate principal amount
of Debentures and the underwriters' respective "Over-Allocation
Position" as at the closing date.
As part of the transaction, Morguard Corporation intends to
purchase $5,000,000 of the
Debentures being offered.
The REIT also announced that it will redeem all of its
outstanding 4.50% convertible unsecured subordinated debentures
(the "2018 Debentures") on March 24,
2023 (the "Redemption Date"). The REIT intends to use the
net proceeds from the offering, together with existing liquidity,
to fund the redemption of the 2018 Debentures, which were issued on
February 13, 2018, scheduled to
mature on March 31, 2023 and have a
par call date of April 1, 2022.
The redemption price has been determined in accordance with the
provisions of the trust indenture and the supplemental indenture
related to the 2018 Debentures. The redemption price will be paid
in cash and is $1,000 per 2018
Debenture together with accrued and unpaid interest on the 2018
Debentures up to, but excluding, the Redemption Date.
Notice of redemption has been delivered today, February 22, 2023, to CDS & Co. ("CDS") and
the trustee, Computershare Trust Company of Canada.
Non-registered holders (banks, brokerage firms or other
financial institutions) who maintain their interests in the 2018
Debentures through CDS should contact their CDS customer service
representative with any questions about the redemption.
Alternatively, beneficial holders with any questions about the
redemption should contact their respective brokerage firm or
financial institution, which holds interests in the 2018 Debentures
through CDS on their behalf.
Morguard North American Residential REIT will, by February 24, 2023, file with the securities
commissions and other similar regulatory authorities in each of the
provinces and territories of Canada, excluding Quebec, a preliminary short form prospectus
relating to the issuance of the Debentures. The offering is
expected to close on or about March 9,
2023.
This press release does not constitute an offer to sell, or the
solicitation of an offer to buy, any securities in any
jurisdiction. The securities being offered have not been and will
not be registered under the U.S. Securities Act of 1933 and state
securities laws. Accordingly, the securities may not be offered or
sold to U.S. persons except pursuant to applicable exemptions from
registration requirements.
About Morguard North American Residential REIT
The REIT is an unincorporated, open-ended real estate investment
trust which owns, through a limited partnership, interests in
Canadian residential apartment communities, located in Alberta and Ontario, and U.S. residential apartment
communities located in Colorado,
Texas, Louisiana, Illinois, Georgia, Florida, North
Carolina, Virginia and
Maryland.
For more information, please visit Morguard.com.
* * * *
Certain information in this press release may constitute
forward-looking statements that involve a number of risks and
uncertainties, including statements regarding the outlook for the
REIT's business results of operations, proposed use of proceeds
from the offering (including any redemption) and the timing
thereof. Forward-looking statements use the words "believe,"
"expect," "anticipate," "may," "should," "intend," "estimate" and
other similar terms, which do not relate to historical matters.
Such forward-looking statements involve known and unknown risks and
uncertainties and other factors that may cause the actual results
to differ materially from those indicated. Such factors include,
but are not limited to, general economic conditions, both
nationally and in the regions in which the REIT operates; changes
in business strategy or development/acquisition plans;
environmental exposures; financing risk; existing governmental
regulations and changes in, or the failure to comply with,
governmental regulations; liability and other claims asserted
against the REIT, and other factors referred to in the REIT's
filings with Canadian securities regulators. The REIT believes that
the expectations reflected in forward-looking statements are based
on reasonable assumptions; however, the REIT can give no assurance
that actual results will be consistent with these forward-looking
statements. Except as required by applicable law, the REIT
disclaims any intention or obligation to update or revise any
forward-looking statements whether as a result of new information,
future events or otherwise. Readers should be cautioned not to
place undue reliance on the forward-looking statements.
SOURCE Morguard North American Residential Real Estate
Investment Trust