February 28, 2019
Torys is representing First Capital Realty with a team that includes Karrin Powys-Lybbe, Simon Knowling, Michael Zackheim, Michael Murphy and Riley Harmon (corporate/securities), Corrado Cardarelli and Andrew Wong (tax), Sabrina Gherbaz (debt financing).
On February, 28, 2019, First Capital Realty (“FCR”) entered into agreements with Gazit-Globe and its wholly-owned subsidiary (“Gazit”) related to the sale by Gazit of 58 million shares of FCR at a price of C$20.60 per share for aggregate consideration of approximately C$1.2 billion, subject to certain conditions including the approval of the majority of FCR’s shareholders excluding Gazit. If completed, Gazit’s ownership interest in FCR would be reduced from approximately 31.3% currently to approximately 9.9%.
The prospective sales will be carried out via two, parallel transactions:
i) a share repurchase transaction in which FCR has agreed to purchase for cancellation 36 million of its common shares from Gazit for a price of C$20.60 per common share, for gross share consideration paid to Gazit of approximately C$742 million; and
ii) a bought deal secondary offering of FCR common shares in which an additional 22 million FCR common shares held by Gazit will be offered to Canadian investors on an installment receipt basis, through a syndicate of underwriters led by RBC Capital Markets, at a price of C$20.60 per common share, for gross proceeds to Gazit of approximately C$453 million.
Completion of the transactions is cross-conditional, with the share repurchase transaction subject to a shareholder vote which is scheduled to occur on April 10, 2019. The closing of both transactions is expected to occur shortly thereafter.
FCR intends to fund the share repurchase with proceeds from new debt financings, which includes, initially, a one-year C$800 million bridge facility from RBC Capital Markets.
FCR is one of the largest owners, developers and operators of necessity-based real estate located in Canada's most densely populated urban centres. It currently owns interests in 166 properties, totaling approximately 25.4 million square feet of gross leasable area.
Gazit is a leading global real estate company focused on the ownership, management and development of retail and mixed-use properties in North America, Brazil, Israel, northern, central and Eastern Europe, located in urban growth markets.