Income Funds
Torys is a market leader in income securities offerings in the United States and Canada:
- we have advised both issuers and underwriters in more than 100 proposed and completed income fund and income securities offerings worth over C$20 billion
- we pioneered the development of cross-border income funds, income securities and transformational income fund M&A deals
- we have worked with more private equity sponsors on income securities and income fund offerings than any other firm
As IPOs of businesses or as structured products involving significant legal transactions, income funds usually involve mid-market M&A transactions, and the restructuring of existing bank financing. We have advised various income fund issuers and returned interest holders through various funds' developments, including in retained interest exits, secondary offerings, acquisitions and related funding transactions and restructurings.
Income fund conversions to a corporate structure have become regular occurrences. Examples of our recent work in this area include the following conversions:
REITs
Torys has unrivalled expertise in the area of real estate investment trusts. We have an interdisciplinary team of more than 20 lawyers in Toronto and New York with extensive experience in securities, real estate, tax, corporate/commercial and environmental law. Since 1993, we have acted on numerous REIT secondary public and private equity and debt financings, on many REIT combinations, M&A and internalizations, and on other REIT governance and management issues since 1993.
Torys has particular experience in cross-border REITs, which involve complex and critical tax and securities-related structuring. We also participated extensively in the industry lobby that resulted in “REIT-friendly” tax reforms and are involved in the industry lobby that advocates the inclusion of REITs in the broader TSX composite indices.
Our milestones have included the following:
- in 1993, we developed the original Canadian REIT structure with the conversion of RealFund, formerly a mutual fund, into Canada’s first REIT
- in 2001, we were involved in the establishment and initial public offerings of Retirement Residences REIT (which utilized a new structure to facilitate the acquisition of the underlying retirement homes business), and in that of and O&Y REIT; we also acted on the acquisition by First Capital Realty of a significant interest in a U.S. publicly traded REIT, Equity One
- in 2002, we were involved in establishing and structuring Northern Property REIT, the first Canadian REIT created by conversion of an existing public Canadian company, which utilized a hybrid REIT and income fund structure
We have more recently advised on
- Canadian REIT's 2009 C$100 million bought deal offering of units
- Extendicare REIT's 2008 C$34.58 million offering of units and C$92 million bought deal public offering of debentures
- Sunrise Senior Living REIT's 2007 C$2.14 billion sale to Ventas and 2006 C$100 million public offering of units
- RioCan REIT’s 2006 public bought deal C$100 million debenture offering
- O&Y REIT's 2005 C$2 billion acquisition, with O&Y Properties, by a Brookfield consortium
- the establishment and initial public offering in 2004 of Retrocom REIT, a vehicle that assembled multiple real estate businesses using the now-traditional income fund structure