/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/
NEW GLASGOW, NS, Aug. 12, 2019 /CNW/ – Crombie Real Estate Investment Trust ("Crombie") (TSX: CRR.UN), announced today that it entered into an agreement to issue $200 million aggregate principal amount of Series F Senior Unsecured Notes maturing August 26, 2026 (the "Series F Notes"). The Series F Notes will bear interest at a rate of 3.677% per annum.
The Series F Notes are being offered with a syndicate of agents, co-led by Scotia Capital Inc., CIBC World Markets Inc., and TD Securities Inc., and including BMO Nesbitt Burns Inc., Desjardins Securities Inc., National Bank Financial Inc. and RBC Dominion Securities Inc., to sell, on a best efforts, private placement basis.
The offering is expected to close on or about August 26, 2019 and is subject to customary closing conditions, including receipt of necessary consents and approvals and the Series F Notes receiving a rating of at least BBB(low) with a stable trend from DBRS.
The Series F Notes will be sold in Canada on a private placement basis pursuant to certain prospectus exemptions. The offer and sale of Series F Notes will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act") or any state securities laws, and these Notes may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws.
Crombie also announced today that pursuant to the trust indenture governing its 2.775% Series C Senior Unsecured Notes due February 10, 2020 (the "Series C Notes"), it has issued a notice of redemption to the registered holders of its Series C Notes. The outstanding $125 million aggregate principal amount of these Notes will be redeemed in full on August 27, 2019 (the "Redemption Date") following the closing of the Series F Notes offering.
The calculation of the redemption price of the Series C Notes is set out in the trust indenture, as supplemented, and is to be the greater of the Canada Yield Price and 100% of the aggregate principal amount of the Series C Notes, together in each case with accrued and unpaid interest to the Redemption Date. The Canada Yield Price for the Series C Notes is $1,002.59 per $1,000 of principal amount. Accrued and unpaid interest to the Redemption Date will be $1.29 per $1,000 of principal. In aggregate, on the Redemption Date, the redemption price of the Series C Notes will be $125,323,750.00 plus accrued and unpaid interest of $161,558.22.
This news release does not constitute an offer to sell, or a solicitation of an offer to buy, any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such an offer, solicitation, or sale would be unlawful. The Toronto Stock Exchange has neither approved nor disapproved the form or content of this press release.
About Crombie REIT
Crombie Real Estate Investment Trust is an unincorporated, open-ended real estate investment trust established under, and governed by, the laws of the Province of Ontario. Crombie is one of the country's leading national retail property landlords with a strategy to own, operate and develop a portfolio of high quality grocery- and drug store-anchored shopping centres, freestanding stores and mixed use developments primarily in Canada's top urban and suburban markets. More information about Crombie can be found at www.crombiereit.ca.
This news release may contain forward looking statements that reflect the current expectations of management of Crombie about Crombie's future results, performance, achievements, prospects and opportunities. Wherever possible, words such as "continue", "may", "will", "estimate", "anticipate", "believe", "expect", "intend" and similar expressions have been used to identify these forward looking statements. These statements reflect current beliefs and are based on information currently available to management of Crombie, and include, without limitation, statements regarding the expected amount and timing of the offering which remains subject to the sale by the agents and may be impacted by market conditions, and the anticipated redemption of its Series C Notes. There is no assurance that the offering will be completed.
Readers are cautioned that such forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from these statements. Crombie can give no assurance that actual results will be consistent with these forward-looking statements. A number of factors, including those discussed in the Management Discussion and Analysis for the year ended December 31, 2018 under "Risk Management", could cause actual results, performance, achievements, prospects or opportunities to differ materially from the results discussed or implied in the forward-looking statements. These factors should be considered carefully and a reader should not place undue reliance on the forward looking statements. There can be no assurance that the expectations of management of Crombie will prove to be correct.
SOURCE Crombie REIT
Clinton Keay, CPA, CA, Chief Financial Officer and Secretary, Crombie REIT, (902) 755-8100