Whiterock Real Estate Investment Trust
TSX : WRK.UN

Whiterock Real Estate Investment Trust

November 30, 2011 15:23 ET

Whiterock REIT Announces Concurrent Offerings of $20 Million of Trust Units and $45 Million of Convertible Debentures

TORONTO, ONTARIO--(Marketwire - Nov. 30, 2011) -

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

Whiterock Real Estate Investment Trust ("Whiterock" or the "REIT") (TSX:WRK.UN) is pleased to announce a public offering consisting of 1,560,000 trust units (the "Units") at a price of $12.85 per Unit for gross proceeds of $20,046,000 and a concurrent public offering of $45 million aggregate principal amount of 5.50% convertible unsecured subordinated debentures, Series H due March 31, 2017 (the "Debentures") at a price of $1,000 per Debenture, for aggregate gross proceeds of approximately $65 million.

Both offerings (collectively, the "Offering") are being sold on a bought deal basis to a syndicate of underwriters led by TD Securities Inc. The Offering is scheduled to close on or about December 9, 2011, and is subject to Toronto Stock Exchange listing approval.

Whiterock has granted the underwriters an over-allotment option to purchase up to a total of 234,000 additional Units and $6,750,000 additional aggregate principal amount of Debentures, exercisable, in whole or in part, at any one time until 30 days following the closing of the Offering. The underwriters have the option to exercise the over-allotment option, if at all, for Units, Debentures or any combination of Units and Debentures. If the over-allotment option is exercised in full, the gross proceeds of the Offering will total approximately $74.8 million.

Whiterock intends to use the net proceeds of the Offering to repay its 6.30% convertible unsecured subordinated debentures, Series E maturing on December 31, 2011, to pay down borrowings under its revolving acquisition and operating credit facilities, to fund potential future property acquisitions, and for general trust purposes.

Consistent with its past practices and in the normal course, Whiterock is engaged in discussions with respect to potential acquisitions of new properties to add to its real estate portfolio. Whiterock currently has a pipeline of approximately $108 million (before closing costs) of acquisitions at various stages of negotiation and subject to certain conditions, including due diligence and/or financing. No assurance can be given that any of these potential acquisitions will be completed.

The first distribution that purchasers of Units under the Offering will be entitled to receive will be payable on December 31, 2011 to unitholders of record on December 29, 2011.

The Debentures will bear interest at a rate of 5.50% per annum, payable semi-annually in arrears on March 31 and September 30 in each year commencing on March 31, 2012, and will mature on March 31, 2017 (the "Maturity Date"). The Debentures will be convertible at the holder's option into Units at any time prior to the earlier of the Maturity Date and the date fixed for redemption at a conversion price of $17.35 per Unit (the "Conversion Price"), subject to adjustment in certain circumstances. The Debentures will not be redeemable before March 31, 2015. On or after March 31, 2015 but prior to March 31, 2016, the Debentures may be redeemed in whole or in part from time to time at the REIT's option provided that the volume weighted average trading price for the Units is not less than 125% of the Conversion Price. On or after March 31, 2016 but prior to the Maturity Date, the Debentures may be redeemed in whole or in part from time to time at the REIT's option at a price equal to their principal amount plus accrued and unpaid interest. Subject to regulatory approval, the REIT may satisfy its obligation to repay the principal amount of the Debentures on redemption or at maturity, in whole or in part, by delivering that number of Units equal to the amount due divided by 95% of the Market Price for the Units (as defined in the indenture governing the Debentures), plus accrued interest in cash.

The Units and Debentures will be offered by way of a prospectus supplement to Whiterock's existing short form base shelf prospectus dated October 29, 2010. The prospectus supplement will be filed with the securities regulatory authorities in all provinces of Canada on or about December 2, 2011. The Debentures will be issued pursuant to Whiterock's trust indenture dated December 20, 2005, as supplemented, and will rank pari passu with Whiterock's other series of convertible debentures which are outstanding under that indenture.

This press release is not an offer of securities for sale in the United States. The Units and Debentures being offered have not been and will not be registered under the United States Securities Act of 1933 and accordingly are not being offered for sale and may 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 an exemption from the registration requirements of that Act.

About Whiterock REIT

Whiterock REIT is a growth-oriented diversified commercial REIT with a wholly-owned, co-owned, and long-term leased aggregate real estate portfolio that totals approximately 10.2 million square feet of gross leasable area across 79 properties, geographically diversified across 8 Canadian provinces and 2 U.S. states.

Forward-Looking Statements

This news release contains "forward-looking statements" within the meaning of applicable securities legislation, including, among others, statements relating to Whiterock's intended use of the proceeds of the Offering, the timing of the filing of the prospectus supplement and the scheduled closing date of the Offering. Forward-looking statements generally can be identified by the use of forward-looking terminology such as "may", "will", "expect", "estimate", "anticipate", "intend", "believe" or "continue", the negative forms thereof and similar expressions suggesting future outcomes or events. Such forward-looking statements reflect management's current beliefs and are based on information currently available to management. These statements are not guarantees of future events or performance and, by their nature, are based on Whiterock's estimates and assumptions, which are subject to known and unknown risks, uncertainties and other factors that may cause the actual events, results or prospects to be materially different from those expressed or implied herein. Readers are cautioned that a number of risks, uncertainties and other factors, including but not limited to the risk that the transactions described herein may not be completed in a timely way or at all, and the risks discussed in Whiterock's various securities filings, including the section entitled "Risk Factors" in Whiterock's Annual Information Form, which can be obtained at www.sedar.com, could cause actual events, results or prospects to differ materially from those stated or implied. These risks, uncertainties and other factors should be considered carefully, and a reader should not place undue reliance on forward-looking statements, as there can be no assurance that actual events, results or prospects will be consistent with such statements. Except as required by law, Whiterock does not undertake, and specifically disclaims, any obligation to update or revise any forward-looking statements, whether as a result of new information, future developments or otherwise.

The Toronto Stock Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.

Contact Information

  • Whiterock Real Estate Investment Trust
    Jason Underwood
    CEO
    (416) 907-4861

    Whiterock Real Estate Investment Trust
    Kursat Kacira
    CFO
    (416) 572-0427
    www.whiterockreit.ca