SOURCE: Milestone Apartments Real Estate Investment Trust

Milestone Apartments Real Estate Investment Trust

March 22, 2016 15:28 ET

Milestone Apartments REIT and MileSouth Apartment Portfolio LP Announce C$ 100.2 Million Secondary Bought Deal Equity Offering

Reduces MileSouth Ownership Interest in the REIT to approximately 7.6% down from 15.6%

TORONTO, ON and DALLAS, TX--(Marketwired - March 22, 2016) -

-NOT FOR DISTRIBUTION TO U.S. NEWS SERVICES OR DISSEMINATION IN THE UNITED STATES-

Milestone Apartments Real Estate Investment Trust (TSX: MST.UN) ("Milestone" or the "REIT") and MileSouth Apartment Portfolio LP, an affiliated entity of Invesco Ltd. ("MileSouth"), today announced that they have reached an agreement with a syndicate of underwriters co-led by BMO Capital Markets and CIBC, whereby MileSouth has agreed to sell an aggregate of 6,070,000 trust Units of the REIT ("Units") at a price of C$16.50 per Unit, on a bought deal basis, for gross proceeds of approximately C$100.2 million (the "Offering"). MileSouth has granted the Underwriters an option to purchase up to an additional 910,500 Units from MileSouth on the same terms and conditions, exercisable at any time, in whole or in part, up to 30 days after the closing of the Offering (the "Over-Allotment Option"). BMO Capital Markets is the sole bookrunner on the Offering. This offering is expected to close on March 31, 2016.

The proceeds from the secondary offering will be paid to MileSouth. The REIT will not receive any proceeds from the Offering, or Over-Allotment Option, if exercised.

Upon completion of the Offering, Milestone expects that MileSouth will own approximately 5,745,000 Units, representing an approximate 7.6% ownership interest in the REIT, down from 42.9% at the time of the REIT's initial public offering in March of 2013 and down from 15.6% before the Offering. If the Over-Allotment Option is exercised in full, Milestone expects that MileSouth will own approximately 4,834,500 Units, representing an approximate 6.4% ownership interest in the REIT.

The gradual and planned liquidation of MileSouth's investment position in the REIT over the last two years is consistent with MileSouth's investment mandate and increases the size of the REIT's public float and liquidity.

Upon the completion of the Offering, MileSouth will own less than 10% of the outstanding Units on a fully-diluted basis, and as a result will no longer have the right to (i) require the REIT to include Units held by MileSouth in any future offering undertaken by the REIT by way of prospectus, (ii) require the REIT to use reasonable commercial efforts to file a prospectus qualifying Units held by MileSouth for distribution, or (iii) nominate one trustee to the REIT's board of trustees.

The Units will be offered in each of the provinces and territories of Canada pursuant to the REIT's base shelf prospectus dated August 27, 2014, as amended. The terms of the Offering are described in a prospectus supplement dated March 23, 2016 filed with Canadian securities regulators. A copy of the prospectus supplement is available under the REIT's profile on the SEDAR website at www.sedar.com.

The Units offered in the Offering have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, (the "1933 Act") and may not be offered, sold or delivered, directly or indirectly, in the United States, or to, or for the account or benefit of, "U.S. persons" (as defined in Regulation S under the 1933 Act), except pursuant to an exemption from the registration requirements of the 1933 Act. This press release does not constitute an offer to sell or a solicitation of an offer to buy any Units in the United States or to, or for the account or benefit of, U.S. persons.

About Milestone

Milestone is an unincorporated, open-ended real estate investment trust that is governed by the laws of Ontario. The REIT's portfolio consists of 72 multifamily garden-style residential properties, comprising 22,546 apartment units that are located in 14 major metropolitan markets throughout the Southeast and Southwest United States. Milestone is the largest real estate investment trust listed on the TSX focused solely on the United States multifamily sector. The REIT operates its portfolio through its internal property management company, Milestone Management, LLC, which has approximately 1,500 employees and manages more than 50,000 apartment units across the United States. Based in Dallas, TX, TMG Partners, L.P., an affiliate of The Milestone Group, LLC, is the external asset manager of the REIT. For more information, please visit www.milestonereit.com

About The Milestone Group, LLC

The Milestone Group is a privately-held real estate investment management company with expertise and presence in major metropolitan markets throughout the United States. The firm has corporate offices in Dallas, Texas and New York, New York with regional acquisition and management offices across the United States. Founded in 2004, The Milestone Group has a strong track record of investing in the U.S. multifamily sector, including completion of approximately US$10 billion in multifamily transactions. For more information, please visit www.milestonegp.com.

Forward-looking Information

This news release may contain forward-looking statements (within the meaning of applicable securities laws) relating to the business of the REIT and the environment in which it operates. Forward-looking statements are identified by words such as "believe", "anticipate", "expect", "intend", "plan", "will", "may", "estimate" and other similar expressions. These statements are based on the REIT's expectations, estimates, forecasts and projections and include, without limitation, statements regarding the completion of the Offering and MileSouth's interest in the REIT (and related contractual rights) upon completion of the Offering. They are not guarantees of future performance and involve risks and uncertainties that are difficult to control or predict. A number of factors could cause actual results to differ materially from the results discussed in the forward-looking statements, including, but not limited to, the factors discussed under the heading "Risk Factors" in the REIT's annual information form available at www.sedar.com. The forward-looking statements in this news release are based on certain assumptions, including that the REIT and MileSouth will satisfy all conditions to completion of the Offering. There can be no assurance that forward-looking statements will prove to be accurate as actual outcomes and results may differ materially from those expressed in these forward-looking statements. Readers, therefore, should not place undue reliance on any such forward-looking statements. Further, these forward-looking statements are made as of the date of this news release and, except as expressly required by applicable law, the REIT assumes no obligation to publicly update any such statement, whether as a result of new information, future events or otherwise.

Contact Information

  • For more information, please contact:
    Robert Debs 
    Investor Relations 
    Milestone Apartments REIT 
    Tel: 214.561.1215 
    Bruce Wigle
    Investor Relations
    Bay Street Communications
    Tel: 647.496.7856