/NOT FOR DISTRIBUTION TO U.S. NEWSWIRES OR DISSEMINATION IN THE UNITED STATES /
TORONTO , Dec. 23, 2019 /CNW/ - Subversive Real Estate Acquisition REIT LP (the "REIT LP") has filed a final prospectus for an initial public offering (the "Offering") as a newly-established Ontario limited partnership for the purpose of effecting an acquisition of one or more real estate businesses and/or assets within a specified period of time. Subversive Real Estate Acquisition REIT (GP) Inc., a newly formed company incorporated under the laws of the Province of British Columbia , is the general partner of the REIT LP (the "General Partner"). The REIT LP is a special purpose acquisition corporation for purposes of the rules of the Neo Exchange Inc. (the "Exchange").
The final prospectus has been filed with the securities regulatory authorities in each of the provinces and territories of Canada other than Québec. The Offering is for 20,000,000 Class A restricted voting units of the REIT LP (the "Class A Restricted Voting Units") at an offering price of U.S. $10.00 per Class A Restricted Voting Unit, for aggregate proceeds of U.S. $200,000,000 . The REIT LP has granted the Underwriters (as defined below) a non-transferable over-allotment option (the "Over-Allotment Option") to purchase up to an additional 3,000,000 Class A Restricted Voting Units on the same terms and conditions, exercisable in whole or in part, by the Underwriters up to 30 days following closing of the Offering ("Closing"). The gross proceeds of the Offering (along with the gross proceeds from any exercise of the Over-Allotment Option) will be placed in escrow pending completion of a qualifying transaction by the REIT LP and will only be released upon certain prescribed conditions.
Each Class A Restricted Voting Unit is comprised of a restricted voting unit of the REIT LP (a "Restricted Voting Unit") and one (1) right of the REIT LP (each, a "Right"). Each Right would represent the entitlement to receive, for no additional consideration, one-eighth (1/8) of one Restricted Voting Unit (following the closing of a qualifying transaction, which at such time will represent one-eighth (1/8) of one Limited Partnership Unit). The Class A Restricted Voting Units are intended to begin trading promptly after the Closing. The Restricted Voting Units and the Rights comprising the Class A Restricted Voting Units will initially trade as a unit but it is anticipated that the Restricted Voting Units and the Rights will begin trading separately 40 days following the Closing (or, if such date is not an Exchange trading day, the next Exchange trading day), subject to the REIT LP fulfilling all of the listing requirements of the Exchange, including the distribution of the Restricted Voting Units to a minimum number of public holders.
The Offering is being distributed by Canaccord Genuity Corp. and Echelon Wealth Partners Inc. (the "Underwriters").
The Exchange has conditionally approved the listing of the Class A Restricted Voting Units, the Restricted Voting Units and the Rights under the symbols "SVX.UN", "SVX.U" and "SVX.RT.U", respectively.
Prior to the qualifying transaction, the Restricted Voting Units may only be redeemed upon certain events. Restricted Voting Units will be redeemable for a pro-rata portion of the amount then held in the escrow account, net of taxes payable and other prescribed amounts.
The General Partner's management team and board of directors include:
- Michael Auerbach – Chairman of the Board
- Richard Acosta - Director and Chief Executive Officer
- Leland Hensch - Director
- Omar Mangalji - Director
- Scott Baker - Director
- Octavio Boccalandro - Director
- Anne Sullivan - Director
- Craig Hatkoff - Director
The sponsors of the REIT LP are Subversive Real Estate Acquisition Sponsor Corp. ("Subversive Sponsor"), Inception Altanova Sponsor, LLC ("Inception Sponsor") and CG Investments Inc. IV (collectively, the "Sponsors"). The Subversive Sponsor is controlled by certain officers and directors of the General Partner. The Inception Sponsor is owned by certain officers and directors of Inception Altanova, LLC, an affiliate of The Inception Companies and is controlled by certain officers and directors of the General Partner. The Sponsors intend to purchase 512,000 Class B units of the REIT LP (the "Class B Units") at an offering price of U.S. $10.00 per Class B Unit for an aggregate purchase price of U.S. $5,120,000 concurrently with the Closing and up to an additional 15,000 Class B Units, depending on whether the Over-Allotment Option is exercised in whole or in part. Each Class B Unit will consist of 1/100 of a proportionate voting unit and one Right.
The Closing is expected to occur on or about January 8, 2020 .
Goodmans LLP is acting as legal counsel to the REIT LP. Blake, Cassels & Graydon LLP is acting as legal counsel to the Underwriters.
The Offering is only being made to the public by prospectus. The final prospectus contains important detailed information about the securities being offered. Copies of the final prospectus may be obtained from the Underwriter listed above. Investors should read the final prospectus before making an investment decision.
This press release is not an offer of securities for sale in the United States , and the securities may not be offered or sold in the United States absent registration or an exemption from registration. The securities have not been and will not be registered under the United States Securities Act of 1933. Copies of the final prospectus will be available on SEDAR at www.sedar.com.
About Subversive Real Estate Acquisition REIT LP
Subversive Real Estate Acquisition REIT LP is a newly established limited partnership formed under the Limited Partnerships Act ( Ontario ) for the purpose of effecting, directly or indirectly, an acquisition of one or more businesses or assets, by way of a merger, amalgamation, arrangement, equity exchange, asset acquisition, equity purchase, reorganization, or any other similar business combination.
This press release may contain forward-looking information within the meaning of applicable securities legislation, which reflects the Sponsors' and the REIT LP's 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 the Sponsors' or the REIT LP's control, which 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 Offering and related transactions, and the factors discussed under "Risk Factors" in the final prospectus of the REIT LP dated December 23, 2019 . Neither the Sponsors nor the REIT LP 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 Subversive Real Estate Acquisition REIT LP
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