KingSett Capital leads hostile $4.4B bid for Primaris - The Deal Pipeline (SAMPLE CONTENT: NEED AN ID?)
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KingSett Capital leads hostile $4.4B bid for Primaris

by Lou Whiteman  |  Published December 5, 2012 at 10:23 AM
A consortium led by KingSett Capital on Wednesday launched a hostile C$4.4 billion ($4.4 billion) bid for Canada's Primaris Retail Real Estate Investment Trust in an attempt to break up the owner of indoor malls.

The group, which also includes Ontario Pension Board, is offering C$26 per share in cash for Primaris, a premium of 12.8% to the REIT's $23.04 Tuesday close on the Toronto Stock Exchange. As part of the deal RioCan Real Estate Investment Trust, Canada's largest REIT, has agreed to acquire certain Primaris properties from KingSett for about C$1.1 billion.

Toronto-based Primaris, which was created in 2003 when the Ontario Municipal Employees Retirement System split off some of its real estate assets, owns malls spread across large and mid-sized cities throughout Canada. The REIT generated Ebitda of $223.6 million on sales of $405.65 million in the twelve months ending Sept. 30, and as of that date had about $1.5 billion in debt on its balance sheet.

Primaris offered no comment on Wednesday morning.

KingSett, of Toronto, said it also has support from Alberta Investment Management Corp. and Caisse de dépôt et placement du Québec's Ivanhoé Cambridge, two large funds that have agreed to participate in the transaction as limited partners of certain KingSett funds.

Jon Love, managing partner of KingSett, in a statement called the deal "a strong and compelling offer" that would provide Primaris holders "with an attractive opportunity to obtain immediate liquidity in the face of economic uncertainty and volatile markets."

KingSett said it has secured committed financing to fund the purchase and to provide for any post-closing refinancing or ongoing liquidity requirements from a group including Toronto-Dominion Bank. The fund last month entered into an agreement to sell a 5.3 million square foot portfolio of industrial properties to Dundee Industrial REIT for about C$498.5 million.

KingSett is being advised by TD Securities Inc. and attorneys with Hoskin & Harcourt LLP and Bennett Jones LLP.

Tags: Alberta Investment Management Corp. | Bennett Jones LLP | Caisse de dépôt et placement du Québec's Ivanhoé Cambridge | Dundee Industrial REIT | Hoskin & Harcourt LLP | Jon Love | KingSett Capital | Ontario Municipal Employees Retirement System | Ontario Pension Board | Primaris Retail Real Estate Investment Trust | REIT | RioCan Real Estate Investment Trust | TD Securities Inc. | Toronto-Dominion Bank

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