Slate Retail REIT
TSX : SRT.U
TSX : SRT.UN

Slate Retail REIT

May 24, 2017 16:39 ET

Slate Retail REIT Announces C$65 Million Bought Deal Equity Offering and C$2.5 Million Private Placement

TORONTO, ONTARIO--(Marketwired - May 24, 2017) -

NOT FOR DISTRIBUTION IN THE UNITED STATES

Slate Retail REIT (TSX:SRT.U)(TSX:SRT.UN) (the "REIT"), an owner and operator of U.S. grocery-anchored real estate, announced today that it has entered into an agreement to sell, on a bought deal basis, 4,410,000 class U units of the REIT ("Units") to a syndicate of underwriters (the "Underwriters") led by CIBC Capital Markets, BMO Capital Markets and GMP Securities. The Units will be offered at a price of C$14.75 per Unit or US$11.00 per Unit (the "Offering Price") for gross proceeds of approximately C$65 million (the "Public Offering").

The REIT has also granted the Underwriters an over-allotment option to purchase up to an additional 15% of the Public Offering on the same terms and conditions, exercisable at any time, in whole or in part, up to 30 days after the closing of the Public Offering (the "Over-Allotment Option").

Concurrent with the Public Offering, Slate Asset Management L.P. ("Slate"), the REIT's manager, will acquire 170,000 Units at the Offering Price for gross proceeds of approximately C$2.5 million (the "Private Placement"), representing 3.7% of the aggregate gross proceeds of the Public Offering and Private Placement. Following the completion of the Public Offering and Private Placement, Slate's interest in the REIT will be 6.3% on a fully diluted basis.

Proceeds of the Public Offering and Private Placement will initially be used to reduce outstanding indebtedness under the REIT's credit facility (which may be subsequently redrawn and applied as needed to fund future acquisitions and for general trust purposes).

Since the beginning of 2017, the REIT has completed or announced the acquisition of US$106.9 million of property acquisitions. The REIT continues to have a robust pipeline of grocery-anchored property acquisition opportunities that it is actively evaluating.

Property Location Purchase Price
(US$ millions)
Per Sq.ft.
(US$)
Norwin Town Square North Huntingdon, PA $ 18.9 $ 129
11 Galleria Greenville, NC 13.7 129
Eustis Village Orlando, FL 23.0 147
Mooresville Consumer Square Mooresville, NC 51.3 109
Total / Weighted Average $ 106.9 $ 121

"The opportunity to make accretive acquisitions of grocery-anchored retail assets continues to be very deep," said Greg Stevenson, the REIT's Chief Executive Officer. "We are excited about continuing to capitalize on these opportunities in order to deliver growth for our unitholders."

The Public Offering is being made under the REIT's base shelf prospectus dated March 17, 2017. The REIT intends to file a prospectus supplement relating to the issuance of the Units by May 25, 2017 with the securities commissions and other similar regulatory authorities in each of the provinces and territories of Canada. The Public Offering and the Private Placement are subject to the receipt of all necessary approvals, including the approval of the Toronto Stock Exchange. Closing of the Public Offering and Private Placement are expected to take place on or about May 31, 2017.

The Units have not been and will not be registered under the United States Securities Act of 1933 and accordingly will not be offered, sold or delivered, directly or indirectly within the United States, its possessions and other areas subject to its jurisdiction or to, or for the account or for the benefit of, a U.S. person, except pursuant to applicable exemptions from the registration requirements. 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 for the benefit of, U.S. persons.

Slate Asset Management L.P. ("Slate") is the REIT's manager.

About Slate Retail REIT (TSX:SRT.U)(TSX:SRT.UN)

Slate Retail REIT is a real estate investment trust focused on U.S. grocery-anchored real estate. The REIT owns and operates over US$1 billion of assets located across the top 50 U.S. metro markets that are visited regularly by consumers for their everyday needs. The REIT's conservative payout ratio, together with its diversified portfolio and quality tenant covenants, provides a strong basis to continue to grow unitholder distributions and the flexibility to capitalize on opportunities that drive value appreciation. Visit www.slateretailreit.com to learn more about the REIT.

About Slate Asset Management L.P.

Slate Asset Management L.P. is a leading real estate investment platform with over C$4.0 billion in assets under management. Slate is a value-oriented manager and a significant sponsor of all of its private and publicly-traded investment vehicles, which are tailored to the unique goals and objectives of its investors. The firm's careful and selective investment approach creates long-term value with an emphasis on capital preservation and outsized returns. Slate is supported by exceptional people, flexible capital and a proven ability to originate and execute on a wide range of compelling investment opportunities. Visit www.slateam.com to learn more.

Forward-Looking Statements

Certain information herein constitutes "forward-looking information" as defined under Canadian securities laws which reflect management's expectations regarding objectives, plans, goals, strategies, future growth, results of operations, performance, business prospects and opportunities of the REIT. The words "plans", "expects", "does not expect", "scheduled", "estimates", "intends", "anticipates", "does not anticipate", "projects", "believes", or variations of such words and phrases or statements to the effect that certain actions, events or results "may", "will", "could", "would", "might", "occur", "be achieved", or "continue" and similar expressions identify forward-looking statements. Some of the specific forward-looking statements contained herein include, but are not limited to, statements with respect to the following: the use of the net proceeds of the Public Offering and Private Placement; the timing for the filing of the prospectus supplement; the intention of the REIT to complete the Public Offering and Private Placement on the terms and conditions described herein; and the date on which the closing of the Public Offering and Private Placement are expected to occur. Such forward-looking statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations, including that the transactions contemplated herein are completed.

Forward-looking statements are necessarily based on a number of estimates and assumptions that, while considered reasonable by management as of the date hereof, are inherently subject to significant business, economic and competitive uncertainties and contingencies. When relying on forward-looking statements to make decisions, the REIT cautions readers not to place undue reliance on these statements, as forward-looking statements involve significant risks and uncertainties and should not be read as guarantees of future performance or results, and will not necessarily be accurate indications of whether or not the times at or by which such performance or results will be achieved. A number of factors could cause actual results to differ, possibly materially, from the results discussed in the forward-looking statements. Additional information about risks and uncertainties is contained in the filings of the REIT with securities regulators, including the REIT's base shelf prospectus dated March 17, 2017.

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