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SmartCentres Real Estate Investment Trust Announces $450 Million Series U Senior Unsecured Debenture Issue

NOT FOR DISTRIBUTION IN THE UNITED STATES OR OVER UNITED STATES WIRE SERVICES

TORONTO, Dec. 18, 2019 (GLOBE NEWSWIRE) -- SmartCentres Real Estate Investment Trust (“SmartCentres”) (SRU-UN.TO) announced today that it has agreed to issue $450 million aggregate principal amount of Series U senior unsecured debentures on an agency basis.  The Series U debentures will carry a coupon of 3.526% and will mature on December 20, 2029.  The debentures are being offered by a syndicate of agents with Scotia Capital as the lead left bookrunner, RBC Capital Markets, BMO Capital Markets, CIBC Capital Markets, National Bank Financial and TD Securities as joint bookrunners and co-leads, and Desjardins Securities, HSBC Securities (Canada), Canaccord Genuity, Raymond James, Casgrain, iA Securities, and Stifel Nicolaus Canada as co-managers. The offering is expected to close on or about December 20, 2019.  DBRS Limited has provided SmartCentres with a provisional credit rating of BBB (high) with a stable trend relating to the debentures.

The net proceeds to SmartCentres from the sale of the Series U debentures will be used to (i) repay outstanding bank debt, (ii) repay property-level secured debt, (iii) fund a potential property acquisition to facilitate mixed use development (approximately $109 million), and (iv) for general trust purposes. 

This offering is being made by way of a private placement to certain accredited investors in each of the provinces of Canada.

This press release shall not constitute an offer to sell, or the solicitation of an offer to buy, any securities in any jurisdiction.  The debentures being offered have not been and will not be registered under the U.S. Securities Act of 1933 and state securities laws. Accordingly, the debentures may not be offered or sold to U.S. persons except pursuant to applicable exemptions from registration requirements.

About SmartCentres

SmartCentres is one of Canada’s largest real estate investment trusts with total assets of approximately $9.7 billion.  It owns and manages in excess of 34.0 million square feet in value-oriented, principally Walmart-anchored retail centres, having the strongest national and regional retailers as well as strong neighbourhood merchants.  In addition, SmartCentres is a joint-venture partner in the Premium Outlets locations in Toronto and Montreal with Simon Property Group.

SmartCentres continues to grow its portfolio to include residential (single-family, condominium and rental), retirement homes, office, and self-storage with an additional $12.1 billion ($5.5 billion at SmartCentres’ share) in expected developments to commence over the next five years.  This growth will occur on its large urban properties such as SmartVMC at the Vaughan Metropolitan Centre or as additional intensified uses to its well-located existing shopping centres.  For more information on SmartCentres, visit www.smartcentres.com.

Certain statements in this press release are “forward-looking statements” that reflect management’s expectations regarding SmartCentres future growth, results of operations, performance and business prospects and opportunities. More specifically, certain statements including, but not limited to, statements related to the anticipated use of proceeds of the offering, the date the offering is expected to close and the anticipated size of the offering, SmartCentres expected or planned development plans and joint venture projects, including the described type, scope, costs and other financial metrics; and statements that contain words such as “could”, “should”, “can”, “anticipate”, “expect”, “believe”, “will”, “may” and similar expressions and statements relating to matters that are not historical facts, constitute “forward-looking statements”. These forward-looking statements are presented for the purpose of assisting Unitholders and financial analysts to understand SmartCentres development potential and may not be appropriate for other purposes. Such forward-looking statements reflect management’s current beliefs and are based on information currently available to management.

However, such forward-looking statements involve significant risks and uncertainties. A number of factors could cause actual results to differ materially from the results discussed in the forward-looking statements, including risks associated with potential acquisitions not being completed or not being completed on the contemplated terms, real property ownership and development, debt and equity financing for development, interest and financing costs, construction and development risks, ability to obtain commercial and municipal consents for development. These risks and others are more fully discussed under the heading “Risks and Uncertainties” and elsewhere in the SmartCentres most recent MD&A, as well as under the heading “Risk Factors” in SmartCentres ‘most recent annual information form. Although the forward-looking statements contained in this press release are based on what management believes to be reasonable assumptions, including those discussed under the heading “Outlook” and elsewhere in SmartCentres’ MD&A, SmartCentres cannot assure investors that actual results will be consistent with these forward-looking statements. The forward-looking statements contained herein are expressly qualified in their entirety by this cautionary statement. These forward-looking statements are made as at the date of this press release and SmartCentres assumes no obligation to update or revise them to reflect new events or circumstances unless otherwise required by applicable securities legislation.

Material factors or assumptions that were applied in drawing a conclusion or making an estimate set out in the forward-looking information may include, but are not limited to: a stable retail environment; relatively low and stable interest costs; a continuing trend toward land use intensification, including residential development in urban markets and , continued growth along transportation nodes;  access to equity and debt capital markets to fund, at acceptable costs, future capital requirements and to enable our refinancing of debts as they mature; that requisite consents for development will be obtained in the ordinary course, construction and permitting costs consistent with the past year and recent inflation trends. 

For more information, please contact:

Mitchell Goldhar                                                         Peter Forde
Executive Chairman                                                   President & CEO
SmartCentres                                                             SmartCentres
(905) 326-6400 ext. 7674                                           (905) 326-6400 ext. 7615
mgoldhar@smartcentres.com                                    pforde@smartcentres.com

Peter Sweeney
Chief Financial Officer
SmartCentres
(905) 326-6400 ext. 7865
psweeney@smartcentres.com