Primaris REIT Announces Acquisition of Market Leading Regional Shopping Centre, Les Galeries de la Capitale

Business Wire
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TORONTO, September 25, 2024--(BUSINESS WIRE)--Primaris Real Estate Investment Trust ("Primaris" or the "REIT" or the "Trust") (TSX: PMZ.UN) announced today that it has agreed to acquire Les Galeries de la Capitale in Quebec City, Quebec for $170.0 million in cash, 2.5 million of series A units of the Trust (the "REIT Units") and $100.0 million aggregate face value of Preferred LP Units (as defined below), subject to certain conditions. This high quality asset acquisition builds Primaris’ track record of successfully executing on its well defined growth strategy focused on market leading shopping centres.

Transaction Highlights

  • Aggregate consideration of $325.0 million (calculated using the Trust’s Net Asset Value** ("NAV**") per REIT Unit last published as at the date of the letter of intent of $21.86 per unit), or $291.7 million (using the contracted figures based on the unit price at the date of letter of intent), comprised of:

    • $170.0 million of cash;

    • Approximately 2.5 million REIT Units with an aggregate NAV** per REIT Unit value of approximately $55.0 million at $21.86 per unit (or $34.1 million based on the $13.55 contracted REIT Unit price), subject to the right of Primaris to elect to pay the latter sum in cash in lieu of unit issuance; and

    • $100.0 million aggregate face value of 6.25% exchangeable preferred units in a newly formed subsidiary limited partnership (the "Preferred LP Units"), which Preferred LP Units shall be exchangeable into REIT Units at an exchange price equal to $21.86 per REIT Unit, and having a contracted value of $87.6 million, subject to customary adjustments;

  • Les Galeries de la Capitale is unencumbered;

  • Transaction expected to be modestly accretive to FFO** per average diluted unit;

  • Average Net Debt** to Adjusted EBITDA** is anticipated to remain within target range of 4.0x to 6.0x; and

  • Closing is expected on October 1, 2024, subject to the satisfaction of customary closing conditions.

"Les Galeries de la Capitale is a market leading regional enclosed shopping centre that exemplifies the type of property Primaris is targeting with its growth strategy. The shopping centre sits on 91 acres of land with 26% site coverage, is extremely well located in Quebec City along major highways with excellent accessibility and visibility, and is home to one of the regions busiest bus terminals with over 400 buses per day," said Patrick Sullivan, President and Chief Operating Officer. "The opportunity for growth at this asset includes the conversion of tenants from variable to net rent deals, as well as leasing up vacant space, including the former Sears department store."

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