Choice Properties and Canadian REIT completes transaction to create Canada's preeminent diversified REIT

Torys acted as counsel to Choice Properties REIT with a team led by Cornell Wright and that included Michael Zackheim, Robbie Leibel, Adrienne DiPaolo, David Forrester, Andrew Cooley, Michael Murphy and Pat Chapman (corporate/M&A), Corrado Cardarelli and Gwen Watson (tax), Rose Bailey, Richard Missaghie and Josh Daniels (real estate), Omar Wakil and Zee Derwa (regulatory), Tom Zverina and Nadine Rockman Katz (financing), Linda Plumpton and Andrew Gray (litigation), Susan Nickerson and Jennifer Lennon (employment), Michael Fortier (environmental).

On May 4, 2018, Choice Properties Real Estate Investment Trust ("Choice Properties") and Canadian Real Estate Investment Trust ("CREIT") announced the successful completion of their previously announced plan of arrangement, which immediately resulted in the creation of Canada's premier diversified real estate investment trust with an enterprise value of approximately C$16 billion.

Pursuant to the agreement, announced February 15, 2018, the transaction was carried out by way of a court-approved plan of arrangement. CREIT unitholders had the ability to choose whether to receive C$53.75 in cash or 4.2835 Choice Properties units for each CREIT unit held, subject to proration. The total consideration consisted of approximately C$1.65 billion in cash and the issuance of approximately 183 million Choice Properties units.

Choice Properties financed the cash portion of the transaction with committed credit facilities fully underwritten by TD Securities totaling C$3.6 billion. These committed facilities consisted of an C$850 million bridge facility that Choice Properties refinanced through the issuance of senior unsecured debentures and a C$1.25 billion term loan structured in tranches maturing in 3, 4 and 5 years. Choice Properties also arranged a new C$1.5 billion committed revolving credit facility to replace its and CREIT's existing credit facilities ensuring maximum flexibility to support ongoing growth prospects including acquisitions and development.

Choice Properties REIT is the owner, manager and developer of a high-quality portfolio comprising 751 properties totaling 66.8 million square feet of gross leasable area. Choice Properties owns a portfolio comprised of retail properties predominantly leased to necessity‐based tenants; industrial, office and residential assets concentrated in attractive markets; and a significant development pipeline.

Further information can be found on Choice Properties' website: announcement and completion.