Dream Office REIT Announces Preliminary Results of Its Successful $193.8 Million Substantial Issuer Bid

TORONTO, June 20, 2023--(BUSINESS WIRE)--DREAM OFFICE REAL ESTATE INVESTMENT TRUST (D.UN-TSX) ("Dream Office REIT", the "Trust" or "our") today announced the preliminary results of its substantial issuer bid to purchase for cancellation up to 12,500,000 of its outstanding REIT Units, Series A ("REIT A Units") at a purchase price of $15.50 per REIT A Unit (the "Purchase Price"), for an aggregate purchase price not to exceed $193,750,000 (the "Offer"). Holders of LP Class B Units, Series 1 of Dream Office REIT ("LP B Units"), a subsidiary of the Trust, were permitted to participate in the Offer by tendering their LP B Units on an as-exchanged basis. The Offer expired at 5:00 p.m. Eastern time on June 19, 2023.

In accordance with the terms and conditions of the Offer and based on the preliminary count by Computershare Investor Services Inc., the depositary for the Offer (the "Depositary"), the Trust has taken up and will purchase for cancellation 12,500,000 REIT A Units at the Purchase Price. After giving effect to the Offer, 32,617,537 REIT A Units and 5,233,823 LP B Units will remain issued and outstanding, for a total of 37,851,360 REIT A Units issued and outstanding on a fully exchanged basis.

Based on the preliminary count by the Depositary for the Offer, approximately 32,114,375 REIT A Units (including LP B Units tendered on an as exchanged basis) were tendered to the Offer and not withdrawn. As the Offer was oversubscribed, the Trust will purchase the successfully tendered REIT A Units on a pro rata basis following determination of the final results of the Offer, except that "odd lot" tenders (of holders beneficially owning fewer than 100 REIT A Units) will not be subject to pro ration. The pro ration factor under the Offer is preliminary and subject to verification. The Trust and the Depositary expect that the final determination of the pro ration factor will be made on or before June 21, 2023.

The Trust will make payment for the REIT A Units properly tendered and accepted for purchase (the "Deposited Units") by tendering the aggregate purchase amount to the Depositary on or before June 22, 2023 in accordance with the Offer and applicable laws and the Depositary will effect payment for the Deposited Units promptly thereafter. Payment for the Deposited Units will be made in cash, without interest. Any REIT A Units invalidly tendered or tendered and not purchased will be returned to the tendering unitholder promptly by the Depositary.

The full terms and conditions of the Offer are described in detail in the offer to purchase and issuer bid circular of the Trust dated May 10, 2023, as well as the related letter of transmittal and notice of guaranteed delivery, which are available under the Trust’s SEDAR profile at www.sedar.com.

About Dream Office REIT

Dream Office REIT is an unincorporated, open-ended real estate investment trust. Dream Office REIT is a premier office landlord in downtown Toronto with over 3.5 million square feet owned and managed. We have carefully curated an investment portfolio of high-quality assets in irreplaceable locations in one of the finest office markets in the world. For more information, please visit our website at www.dreamofficereit.ca.

Forward-Looking Information

This press release may contain forward-looking information within the meaning of applicable securities legislation, including statements regarding the number of REIT A Units tendered to the Offer and not withdrawn, the pro ration factor, if any, of REIT A Units expected to be purchased under the Offer, the approximate number of REIT A Units expected to be issued and outstanding following completion of the Offer and the timing of payment for REIT A Units purchased under the Offer. 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 Dream Office REIT’s control, which could cause actual results to differ materially from those that are disclosed in or implied by such forward-looking information. These risks and uncertainties include, but are not limited to, general and local economic and business conditions, including in respect of real estate; mortgage and interest rates and regulations; inflation; risks related to a potential recession or economic slowdown in certain of the jurisdictions in which we operate and the effect inflation and any such recession or economic slowdown may have on market conditions and lease rates; the uncertainties around the availability, timing and amount of future equity and debt financings; development risks including construction costs, the project timings and the availability of labour; NOI from development properties on completion; the impact of the COVID-19 pandemic on the Trust; the effect of government restrictions on leasing and building traffic; employment levels; the uncertainties around the timing and amount of future financings; leasing risks, including those associated with the ability to lease vacant space; rental rates on future leasing; and interest and currency rate fluctuations. Our objectives and forward-looking statements are based on certain assumptions, which include but are not limited to: that the general economy remains stable; our interest costs will be relatively low and stable; that we will have the ability to refinance our debts as they mature; inflation and interest rates will not materially increase beyond current market expectations; conditions within the real estate market remain consistent; the timing and extent of current and prospective tenants’ return to the office; our future projects and plans will proceed as anticipated; that government restrictions due to COVID-19 on the ability of us and our tenants to operate their businesses at our properties will not be re-imposed in any material respects; competition for acquisitions remains consistent with the current climate; and that the capital markets continue to provide ready access to equity and/or debt to fund our future projects and plans. All forward-looking information in this press release speaks as of the date of this press release. Dream Office REIT does not undertake to update any such forward-looking information whether as a result of new information, future events or otherwise except as required by law. Additional information about these assumptions and risks and uncertainties is contained in Dream Office REIT’s filings with securities regulators, including its latest annual information form and management’s discussion and analysis ("MD&A"). These filings are also available at Dream Office REIT’s website at www.dreamofficereit.ca.

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Contacts

Michael J. Cooper
Chief Executive Officer
(416) 365-5145
mcooper@dream.ca

Jay Jiang
Chief Financial Officer
(416) 365-6638
jjiang@dream.ca