MilestoneApartments Real Estate Investment Trust concluded theinternalization of its asset management function by acquiring its asset manager,TMG Partners LP, via its operating partnership in conjunction with the renewalof its base shelf prospectus.
The total consideration for the transaction was US$106.5million, based on the REIT's volume weighted average unit price of C$20.20 onthe Toronto Stock Exchange for a 10-day period ended July 25 and an exchangerate of US$1 to C$1.3225 based on the Bank of Canada's noon U.S. dollarexchange rate as at July 25.
The operating partnership funded the US$25.0 million cashportion of the deal with a drawdown on the REIT's revolving line of credit. Italso issued about 5.3 million of its class B limited partnership units, whichare redeemable on a 1-for-1 basis for trust units of the REIT, subject to a minimumhold period.
After closing, Robert Landin, Jeffrey Goldberg and theirjoint actors including MST Investors LLC directly and indirectly own orexercise control or direction over 19,500 trust units and 10,850,938 class Bunits, which when combined make up a roughly 13.4% stake in the REIT on apartially diluted basis.
Landin and Goldberg indirectly owned the asset managerbefore the closing of the transaction, which was overwhelmingly by Milestone Apartments'unit holders.