Edgefront Real Estate Investment Trust (TSX-V: ED.UN) and Nobel Real Estate Investment Trust (TSX-V: NEL.UN) have entered into an arm’s length arrangement agreement to create a diversified REIT with 36 commercial properties located across Canada with 2.1 million square feet of GLA with a combined gross book value of assets of approximately $300 million.
Upon completion of the merger, the combined company is expected to be renamed Nexus Real Estate Investment Trust.
The transaction is proposed and structured by way of Edgefront REIT acquiring Nobel REIT through a plan of arrangement whereby unitholders of Nobel REIT will receive, for each trust unit of Nobel REIT held, 1.67 trust units of Edgefront REIT, or approximately 17,454,227 Edgefront Units in total.
TriWest Capital Partners, which is Edgefront REIT’s largest single unitholder, controlling 10,957,374 Edgefront REIT units, or approximately 26% of the outstanding Edgefront REIT units, has entered into a voting support agreement supporting the arrangement.
Upon completing the arrangement, RFA Capital Partners, a Toronto based private real estate investment and asset management company, will become the largest unitholder, controlling approximately 21% of outstanding units while TriWest will become second largest unitholder with 19% interest.
Desjardins Capital Markets is acting as financial advisor to Edgefront REIT in connection with the proposed transaction and Blake, Cassels & Graydon LLP was engaged as counsel to act on behalf of Edgefront REIT.
Trimaven Capital Advisors is acting as financial advisor to the special committee of independent trustees of Nobel and Osler, Hoskin & Harcourt LLP was engaged as counsel to act on behalf of Nobel REIT.
photo credit: Edgefront