Dream Industrial REIT Completes $287.5 Million Subscription Receipt Offering
NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES
TORONTO–(BUSINESS WIRE)–DREAM INDUSTRIAL REIT (DIR.UN-TSX) (“Dream Industrial REIT” or the “Trust”) announced today the closing of its previously announced offering of subscription receipts of the Trust (the “Subscription Receipts”) at a price of $13.70 per Subscription Receipt (the “Offering”). The syndicate of underwriters, led by TD Securities Inc., elected to exercise its over-allotment option in full, resulting in a total of 20,987,500 Subscription Receipts being issued today for total gross proceeds of $287,528,750. The Subscription Receipts issued pursuant to the Offering will commence trading on the Toronto Stock Exchange today under the ticker symbol DIR.R.
The net proceeds from the Offering will be held in escrow and will be used by the Trust to fund a portion of the purchase price for its previously announced acquisition of shares of a corporation that will indirectly own up to 31 institutional quality, logistics properties across Europe (the “Acquisition”). The Trust remains in exclusive and advanced discussions with the vendors with respect to the entering into of an agreement relating to the Acquisition. The Trust anticipates that, if an agreement is entered into, the Acquisition will close in the next 60 days. There can be no assurance, however, that a definitive agreement will be reached.
Each Subscription Receipt represents the right of the holder to receive, upon closing of the Acquisition, without payment of additional consideration, one unit of the Trust. Holders of Subscription Receipts will be entitled to distribution equivalent payments in respect of, and paid concurrently with, any distributions on the Trust’s units for which the record dates occur during the period commencing on the date hereof to, but excluding, the last day on which the Subscription Receipts remain outstanding. The record date for each distribution equivalent payment will be the same as the record date for the corresponding distribution declared on the units. In the event that a termination event occurs after a distribution has been declared on the units but before the record date for such distribution, holders of Subscription Receipts will receive a pro rata distribution equivalent payment in respect of such distribution declared on the units.
Cash distributions by the Trust on its units are payable on a monthly basis on or about the 15th of each month. The first distribution equivalent payment which purchasers of Subscription Receipts under the Offering will be entitled to receive will be payable on or about June 15, 2021 to Subscription Receipt holders of record as of the close of business on May 31, 2021.
The net proceeds from the sale of the Subscription Receipts (the “Escrowed Proceeds”) will be held by Computershare Trust Company of Canada, as subscription receipt agent in accordance with a subscription receipt agreement and invested as set forth in the subscription receipt agreement.
If the Acquisition is not completed by August 30, 2021 or if the Acquisition is terminated at an earlier time, the aggregate subscription price and any unpaid distribution equivalent payments, net of any applicable withholding taxes, will be paid to holders of the Subscription Receipts and the Subscription Receipts will be cancelled.
This news release is not an offer of securities for sale in the United States (“U.S.”). The securities being offered have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and accordingly are not being offered for sale and may not be offered, sold or delivered, directly or indirectly within the U.S., its possessions and other areas subject to its jurisdiction or to, or for the account or for the benefit of a U.S. person, except pursuant to an exemption from the registration requirements of that Act.
About Dream Industrial REIT
Dream Industrial REIT is an unincorporated, open-ended real estate investment trust. As at March 31, 2021, the Trust owns and operates a portfolio of 186 industrial assets (280 properties) comprising approximately 28.8 million square feet of gross leasable area in key markets across North America and a growing presence in strong European industrial markets. The Trust’s objective is to continue to grow and upgrade the quality of its portfolio and to provide attractive overall returns to its unitholders. For more information, please visit www.dreamindustrialreit.ca.
Forward looking information
This news release may contain forward-looking information within the meaning of applicable securities legislation. Forward-looking information generally can be identified by the use of forward-looking terminology such as “outlook”, “objective”, “may”, “will”, “expect”, “intend”, “estimate”, “anticipate”, “believe”, “should”, “plans”, or “continue”, or similar expressions suggesting future outcomes or events. Some of the specific forward-looking information in this news release may include, among other things, the details, status and anticipated timing of closing of the Acquisition; use of proceeds of the Offering; and the entitlement of holders of Subscription Receipts to distribution equivalent payments. 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 Industrial REIT’s control that 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, global and local economic and business conditions; uncertainties surrounding the COVID-19 pandemic; fulfillment or waiver of all outstanding conditions precedent to closing of the Acquisition; completion of the Acquisition; interest and currency rate fluctuations; and the risk that there may be unforeseen events that cause the Trust’s actual capital structure, overall cost of debt and results of operations to differ from what the Trust currently anticipates. Our objectives and forward-looking statements are based on certain assumptions with respect to each of our markets, including that the general economy remains stable, the gradual recovery and growth of the general economy continues over the remainder of 2021, interest rates remain stable, conditions within the real estate market remain consistent, competition for and availability of acquisitions remains consistent with the current climate and that the capital markets continue to provide ready access to equity and/or debt. All forward-looking information in this news release speaks as of the date of this news release. Dream Industrial 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 Industrial REIT’s filings with securities regulators, including its latest annual information form and MD&A. These filings are also available at Dream Industrial REIT’s website at www.dreamindustrialreit.ca.
Contacts
Dream Industrial REIT
Brian Pauls
Chief Executive Officer
(416) 365-2365
[email protected]
Lenis Quan
Chief Financial Officer
(416) 365-2353
[email protected]
Alexander Sannikov
Chief Operating Officer
(416) 365-4106
[email protected]
