Announcement • Feb 18

+ 1 more update

GIC Real Estate Pte Ltd. and Dream Industrial Real Estate Investment Trust (TSX:DIR.UN) completed the acquisition of Summit Industrial Income REIT (TSX:SMU.UN)

GIC Real Estate Pte Ltd. and Dream Industrial Real Estate Investment Trust (TSX:DIR.UN) entered into an agreement to acquire Summit Industrial Income REIT (TSX:SMU.UN) for CAD 5.9 billion on November 6, 2022. Under the terms of the Arrangement Agreement, Summit unitholders will receive CAD 23.50 per unit in cash by way of a special distribution and a redemption of units. Buyers arranged committed financing through TD Securities to backstop any mortgages where the lender does not provide consent to the assumption of debt and existing mortgages of Summit. In addition, The Toronto-Dominion Bank has fully underwritten a CAD 400 million committed revolving credit facility for future liquidity requirements, which is expected to be largely undrawn at closing. Dream Industrial REIT intends to finance its investment using cash, available liquidity, and debt. Dream REIT to fund its proportion of equity for the Summit Acquisition via a combination of a new CAD 200 million, 3-year bilateral term loan fully committed by The Toronto-Dominion Bank; an upsizing of existing term loan from $150 million (CAD 202.728 million) to $250 million (CAD 337.88 million), the remainder through utilizing revolving line of credit. Dream Industrial REIT also closed the successful upsizing of its revolving line of credit from CAD 350 million to CAD 500 million. Following completion of the Arrangement, the Units will be delisted from the Toronto Stock Exchange. Dream intend to continue employing the majority of Summit employees post-closing of the Transaction. In case of termination of the transaction under certain circumstances, each of Summit and buyers required to pay the other party a termination fee of CAD 160 million. The transaction is subject to customary conditions, including Summit unitholder, court, and regulatory approvals, and will occur via a plan of arrangement under the Canada Business Corporations Act. After receiving the unanimous recommendation of the special committee of the Board of Trustees of Summit, composed of independent trustees, the Board of Trustees of Summit has unanimously determined that the transaction is in the best interest of the REIT and REIT unitholders, is fair to REIT unitholders, and is unanimously recommending that unitholders vote in favour of the transaction. The trustees and executive officers of Summit REIT, who collectively hold approximately 6.9% of the issued and outstanding units, have entered into voting and support agreements to vote in favour of the transaction. DIR Board of Trustees established an independent special committee comprised of 3 independent trustees and is being chaired by Sacha Bhatia. Summit Acquisition has been unanimously approved by the Special Committee and DIR's Board of Trustees. Summit REIT expects to hold a special meeting of unitholders to consider and vote on the Transaction in mid-December 2022. On November 17, 2022, the Ontario Superior Court of Justice (Commercial List) granted an interim order providing for the calling and holding of the Meeting and certain other matters related to the Meeting and the arrangement. As of December 7, 2022, the Commissioner of Competition has issued a no action letter in respect of the Arrangement, thereby satisfying the requirement to obtain Competition Act approval. The special meeting of Unitholders is scheduled to be conducted as an in-person meeting on December 16, 2022. As on December 16, 2022, the Unitholders of Summit REIT voted to approve the plan of arrangement. As of December 20, 2022, the Ontario Superior Court of Justice has issued a final order approving plan of arrangement. As of February 7, 2023, Summit received the approval of the Investment Canada Act in respect of the deal. The transaction is expected to close in the first quarter of 2023. The transaction is expected to close on or about February 17, 2023. Transaction is immediately accretive to Dream Industrial REIT's funds from operations per unit. The Summit Acquisition is expected to be immediately accretive to 2023 FFO per unit on an as-financed basis. BMO Capital Markets is acting as exclusive financial advisor to Summit and has provided the Board of Trustees with a fairness opinion in respect of the Transaction. Andrew Parker and Heidi Gordon of McCarthy Tétrault LLP are acting as legal counsel to Summit. TD Securities is acting as exclusive financial advisor to GIC and Dream and Douglas Marshall and Alex Gorka of Osler, Hoskin & Harcourt LLP and J.R. Laffin and Jared Bachynski of Stikeman Elliott LLP are acting as legal counsel to Dream and GIC, respectively. CBRE is acting as real estate advisor to buyers. Skadden, Arps, Slate, Meagher & Flom LLP is acting as legal counsel to GIC. King & Spalding LLP is acting as US legal counsel to Dream. Scotiabank is acting as financial advisor and Goodmans LLP is acting as legal counsel to the special committee if Dream. Morrow Sodali is acting as strategic unitholder advisor and proxy solicitation agent to Summit. Computershare Investor Services Inc. served as transfer agent and depository to Summit Industrial Income. GIC Real Estate Pte Ltd. and Dream Industrial Real Estate Investment Trust (TSX:DIR.UN) completed the acquisition of Summit Industrial Income REIT (TSX:SMU.UN) on February 17, 2023. With the completion of the Arrangement, the Units are expected to be delisted from the Toronto Stock Exchange at close of business on or about February 21, 2023

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GIC Real Estate Pte Ltd. and Dream Industrial Real Estate Investment Trust (TSX:DIR.UN) completed the acquisition of Summit Industrial Income REIT (TSX:SMU.UN)

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