Choice Properties Real Estate Investment Trust Prices $400 Million Initial Public Offering and $600 Million Senior Unsecured Debentures Offering

CNW Group

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BRAMPTON, ON, June 26, 2013 /CNW/ - Choice Properties Real Estate Investment Trust ("Choice Properties" or the "REIT") (TSX:CHP.UN) and Loblaw Companies Limited ("Loblaw" or the "Company") (TSX:L.TO) announced today that the REIT has filed and obtained receipts from the securities regulatory authorities of all provinces and territories in Canada for final prospectuses in respect of the initial public offering of 40,000,000 trust units (the "Units") of the REIT (the "Unit Offering") and a concurrent public offering of $600 million aggregate principal amount of senior unsecured debentures (the "Debentures") of the REIT (the "Debenture Offering").

Copies of the final prospectuses will be available under Choice Properties' issuer profile on SEDAR at sedar.com.

The Units will be issued at a price of $10.00 per Unit (the "Offering Price") and are expected to provide Unitholders with an annual yield of 6.50%.  Gross proceeds of the Unit Offering will be $400 million . The Debenture Offering includes two series of Debentures, the $400 million Series A Debentures with a 5-year term and a coupon of 3.554% per annum, and the $200 million Series B Debentures with a 10-year term and a coupon of 4.903% per annum.  S&P and DBRS have provided the Debentures with a provisional credit rating of "BBB" with a "stable" outlook. The Debentures will rank equally with all other unsecured and unsubordinated indebtedness of the REIT.  In addition, both credit rating agencies have confirmed Loblaw's credit rating at "BBB" with a "stable" outlook.

The closing of the Unit Offering and the Debenture Offering are both expected to occur on or about July 5, 2013 .

In connection with the closing, the net proceeds of the Unit Offering will be used by Choice Properties to indirectly acquire, through Choice Properties Limited Partnership (the "Partnership"), from Loblaw a portfolio of real estate that will consist of 425 properties totaling approximately 35.3 million square feet of gross leasable area, comprising 415 retail properties, one office complex and nine warehouse properties. The net proceeds of the Debenture Offering will be used by the REIT to indirectly repay indebtedness.

The Unit Offering is being underwritten by a syndicate of underwriters with CIBC, RBC Capital Markets and TD Securities Inc. acting as joint bookrunners. The underwriters have been granted an over-allotment option, exercisable at any one time up to 30 days following closing to purchase up to an additional 6,000,000 Units which, if exercised in full, will increase the total gross proceeds of the Unit Offering to $460 million . The net proceeds of the over-allotment option will be used by Choice Properties for working capital purposes, which may include repayment of certain debt, and funding of future acquisitions.  The Debenture Offering is being sold on an agency basis, with CIBC, RBC Capital Markets, TD Securities Inc. and BMO Capital Markets acting as joint bookrunners.

On closing, it is expected that Loblaw will hold an approximate 83.1% effective interest (or an approximate 81.7% effective interest if the over-allotment is exercised in full) on a fully diluted basis in Choice Properties through ownership of 21,500,000 Units and all of the Class B limited partnership units of the Partnership, which are economically equivalent to and exchangeable for Units. In addition, Loblaw will hold all of the outstanding Class C limited partnership units of the Partnership. In conjunction with the closing of the Unit Offering, George Weston Limited (Loblaw's majority shareholder), will purchase 20,000,000 Units from the REIT at the Offering Price for a total subscription price of $200 million , representing an approximate 5.6% effective interest in Choice Properties (or an approximate 5.6% effective interest if the over-allotment is exercised in full) on a fully diluted basis.

Choice Properties will be managed and operated by an experienced internal management team.

Choice Properties initially intends to make monthly cash distributions of $0.054167 per Unit. The first distribution of the REIT will be in the amount of $0.102249 per Unit for the period from closing to August 31, 2013 and will be paid on September 15, 2013 , assuming closing occurs on July 5 , 2013.  Declared distributions will be paid on or about the 15th day of each month to Unitholders of record at the close of business on the last business day of the immediately preceding month.

The Toronto Stock Exchange has conditionally approved the listing of the Units under the symbol "CHP.UN".  Listing is subject to the REIT fulfilling all of the requirements of the TSX on or before September 10, 2013 .

Following closing and subject to regulatory approvals, Choice Properties intends to adopt a Distribution Reinvestment Plan ("DRIP").  Eligible Unitholders who elect to participate in the DRIP will receive a further distribution of Units equal to 3% of the amount reinvested.

The Units and the Debentures have not been, nor will they be, registered under the U.S. Securities Act of 1933, as amended, and may not be offered, sold or delivered, directly or indirectly, in the United States or to, or for the account or benefit of, ''U.S. persons'' (as defined in Regulation S under the United States Securities Act of 1933, as amended) except pursuant to certain exemptions. This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the Units or the Debentures in the United States or to, or for the account or benefit of, U.S. persons.

About Choice Properties Real Estate Investment Trust
Choice Properties Real Estate Investment Trust is an unincorporated, open-ended real estate investment trust primarily focused on managing and acquiring supermarket-anchored shopping centres, stand-alone supermarkets and other retail properties. Its initial portfolio will represent approximately 35.3 million square feet of gross leasable area in markets across Canada . Loblaw is the REIT's most significant tenant, largest Unitholder and principal lender.

About Loblaw Companies Limited
Loblaw Companies Limited, a subsidiary of George Weston Limited, is Canada's largest food retailer and a leading provider of drugstore, general merchandise and financial products and services. Loblaw is one of the largest private sector employers in Canada . With more than 1,000 corporate and franchised stores from coast to coast, Loblaw and its franchisees employ approximately 134,000 full-time and part-time employees. Through its portfolio of store formats, Loblaw is committed to providing Canadians with a wide, growing and successful range of products and services to meet the everyday household demands of Canadian consumers. Loblaw is known for the quality, innovation and value of its food offering. It offers Canada's strongest control (private) label program, including the unique President's Choice®, no name® and Joe Fresh® brands. In addition, the Company makes available to consumers President's Choice® financial services and offers the PC® points and the PC Plus™ loyalty programs. For more information, visit Loblaw's website at loblaw.ca and Loblaw's issuer profile at sedar.com.

Forward -Looking Statements
This press release may contain forward-looking information within the meaning of applicable securities legislation, which reflects Loblaw's and Choice Properties' current expectations regarding future events.  Forward-looking information is based on a number of assumptions and is subject to a number of risks and uncertainties, many of which are beyond Loblaw's or Choice Properties' control, that could cause actual results and events to differ materially from those that are disclosed in or implied by such forward-looking information. Such risks and uncertainties include, but are not limited to, failure to complete the initial public offering of Units and Debentures of Choice Properties and related transactions, the expected use of proceeds thereof, the expected annual yield provided by the Units, failure to implement the DRIP, and the factors discussed under "Risk Factors" in the final prospectus of Choice Properties dated June 26, 2013 with respect to the Units and the final prospectus of Choice Properties dated June 26, 2013 with respect to the Debentures.  Neither Loblaw nor Choice Properties undertake any obligation to update such forward-looking information, whether as a result of new information, future events or otherwise, except as expressly required by applicable law. 

SOURCE: Choice Properties REIT

Contact:

Choice Properties REIT
For Investor or Media Enquiries
Kim Lee
Vice President, Investor Relations and Financial Planning & Analysis
Choice Properties Real Estate Investment Trust
T (905) 861-2256
kim.lee@choicereit.ca

Loblaw Companies Limited
Investor Enquiries
Jonathan Ross
Director, Investor Relations
Loblaw Companies Limited
T (905) 459-2500
jonathan.ross@loblaw.ca

Media Enquiries
Julija Hunter
Vice President, Public Relations
Loblaw Companies Limited
T (905) 459-2500
julija.hunter@loblaw.ca

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