Dream Industrial REIT Announces $800 Million Debentures Offering, Including Inaugural Green Bonds, in Connection With Proposed European Logistics Acquisition

Article content material

This press launch constitutes a “designated information launch” for the needs of Dream Industrial REIT’s prospectus complement dated February 26, 2021 to its quick kind base shelf prospectus dated October 11, 2019

This press launch comprises forward-looking data that’s primarily based upon assumptions and is topic to dangers and uncertainties as indicated within the cautionary observe contained inside this press launch.

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

TORONTO — Dream Industrial REIT (TSX: DIR.UN) (“Dream Industrial”, “DIR”, or the “Belief”) introduced at this time that it has efficiently priced a non-public placement providing of $800 million mixture principal quantity of unsecured debentures (the “Providing”) for mixture gross proceeds to the Belief of $799.8 million consisting of a $200 million re-opening of the 1.662% Sequence A Debentures maturing in 2025 (the “Sequence A Debentures”), $200 million of Floating Fee Sequence B Debentures maturing in 2024 (the “Sequence B Debentures”) and $400 million of two.057% Sequence C Debentures maturing in 2027 (the “Inexperienced Bonds”) (collectively, the “Debentures”).

The Sequence A Debentures, the Sequence B Debentures and the Inexperienced Bonds are anticipated to be rated BBB with a Secure Pattern by DBRS Restricted.

Article content material

The Sequence A Debentures might be issued at a worth of $999 per $1,000 principal quantity (plus accrued curiosity from December 22, 2020) and bear curiosity at a price of 1.662% each year and mature on December 22, 2025. The Sequence A Debentures could have the identical phrases and situations, and represent a part of the identical sequence, because the $250 million mixture principal quantity of the Sequence A Debentures issued by the Belief on December 22, 2020, besides for his or her date of difficulty and worth to the general public and besides that they won’t initially be fungible with the Sequence A Debentures issued on December 22, 2020. The Sequence A Debentures provided hereby will initially have a special CUSIP quantity from the Sequence A Debentures issued on December 22, 2020 however on or about October 18, 2021, the Sequence A Debentures provided will turn out to be fungible with, kind a part of a single sequence with, and have the identical CUSIP quantity because the Sequence A Debentures issued on December 22, 2020. Curiosity is payable on the Sequence A Debentures on June 22 and December 22 of every yr, commencing on June 22, 2021.

The Sequence B Debentures might be issued at a worth equal to $1,000 per $1,000 principal quantity and bear curiosity at a price each year equal to the Reference Fee Index for Canadian greenback bankers’ acceptances with maturities of three months (3 month CDOR) plus 0.35% and can mature on June 17, 2024. Curiosity is payable on the Sequence B Debentures, and the Reference Fee Index might be adjusted on, June 17, September 17, December 17 and March 17 of every yr commencing September 17, 2021.

The Sequence C Debentures are the Belief’s inaugural issuance of Inexperienced Bonds below its not too long ago introduced Inexperienced Financing Framework (the “Framework”). The Inexperienced Bonds might be issued at a worth equal to $1,000 per $1,000 principal quantity and bear curiosity at a price of two.057% each year and can mature on June 17, 2027. Curiosity is payable on the Inexperienced Bonds on December 17 and June 17 of every yr commencing December 17, 2021.

The Debentures to be issued might be direct senior unsecured obligations of the Belief and can rank equally and rateably with all different unsecured and unsubordinated indebtedness of the Belief, besides to the extent prescribed by regulation.

The online proceeds of the Providing are anticipated for use partially to fund a portion of the acquisition worth (together with changes) for the acquisition of shares of an organization that owns a portfolio of 31 institutional high quality, logistics properties throughout Europe (the “Acquisition”) and, with respect to the web proceeds from the sale of the Inexperienced Bonds, will even be used to finance and/or refinance eligible inexperienced initiatives inside the which means of the Framework. The Belief could use a portion of the web proceeds to repay present indebtedness.

Article content material

The acquisition worth for the Acquisition is anticipated to be roughly $850 million and might be funded, partially, by the proceeds of this Providing, partially by the proceeds from the $287.5 million public providing of subscription receipts which closed on Could 31, 2021 (both straight or to repay debt incurred) and, partially, by way of present liquidity together with money readily available and capability below the Trusts’ revolving line of credit score. The portfolio of properties being acquired pursuant to the Acquisition has roughly $500 million of in-place debt which the Belief is predicted to imagine by advantage of buying the shares of the company that owns the portfolio. The weighted common rate of interest on the in-place debt is roughly 1.3% with a median remaining time period of two.5 years.

If the Acquisition just isn’t accomplished by August 30, 2021, or upon the incidence of sure different occasions, the Sequence B Debentures and the Inexperienced Bonds might be mechanically redeemed at 100% of their principal quantity plus accrued and unpaid curiosity to the date of redemption. The Sequence A Debentures should not topic to computerized redemption in these circumstances and, accordingly, if the Acquisition just isn’t accomplished as anticipated, the web proceeds to be acquired by the Belief from the sale of the Sequence A Debentures could as a substitute be used for different proposed acquisitions and basic belief functions.

The providing of the Debentures is predicted to shut on June 17, 2021. The Belief intends to enter into cross foreign money rate of interest swap preparations to swap the proceeds of the Providing to Euros to decrease the efficient rate of interest on every sequence of Debentures.

The Debentures are being provided on a non-public placement foundation in every of the provinces of Canada in reliance upon exemptions from the prospectus necessities below relevant securities laws. The Debentures are being provided on an company foundation by a syndicate of brokers led by TD Securities Inc., Scotia Capital Inc., RBC Dominion Securities Inc. and Nationwide Financial institution Monetary Inc.

Replace on the Acquisition

The Belief is in unique and superior discussions on the subject of the Acquisition, which might considerably improve the Belief’s general portfolio high quality and scale in key industrial markets and set up a complete pan-European actual property platform, together with in-house growth capabilities. The overall worth of the actual property in reference to the Acquisition is predicted to be roughly €880 million or $1.3 billion which suggests a getting in capitalization price within the low 4% vary, inclusive of extra land. The Belief estimates that the event potential on the surplus land included within the portfolio is roughly 1.1 million sq. toes and will generate a yield on incremental growth prices of over 7%. The Acquisition enhances the Belief’s general portfolio high quality considerably. On common, the buildings have been constructed within the mid-2000s and have a median clear ceiling top of roughly 35 toes. A majority of the properties have robust revenue progress potential with in-place rents estimated to be on common 10% under market. Together with each the event and lease progress potential, the Belief expects the blended yield on the portfolio to be within the excessive 4% vary. The distributors embrace entities managed by sure funds managed by Clarion Companions Europe.

Article content material

The Belief anticipates that, if an settlement is entered into, the Acquisition will shut within the subsequent 45 days. There will be no assurance, nonetheless, {that a} definitive settlement might be reached on the phrases described on this press launch, or in any respect.

Capital Recycling

The Belief can also be in superior negotiations on varied tendencies and three way partnership methods, primarily involving its U.S. portfolio, and anticipates it can repatriate over $250 million of fairness at values in extra of March 31, 2021 IFRS carrying values. The Belief intends to keep up leverage inside its beforehand communicated goal vary of mid to excessive 30% over the long run.

Osler, Hoskin & Harcourt LLP acted as counsel to the Belief and Torys LLP acted as counsel to the brokers.

The Debentures haven’t been and won’t be certified on the market to the general public below relevant securities legal guidelines in Canada and, accordingly, any supply of the Debentures in Canada might be made on a foundation which is exempt from the prospectus necessities of such securities legal guidelines. The Debentures is not going to be listed on any inventory alternate and there might be no marketplace for such securities. The Debentures haven’t been, and won’t be, registered below the US Securities Act of 1933, as amended, or any state securities regulation and is probably not provided or offered in the US and is probably not provided or offered to different individuals who should not residents of a province of Canada.

This information launch shall not represent a proposal to promote or the solicitation of a proposal to purchase nor shall there be any sale of the Debentures in any jurisdiction during which such supply, solicitation or sale could be illegal.

About Dream Industrial Actual Property Funding Belief

Dream Industrial REIT is an unincorporated, open-ended actual property funding belief. As at March 31, 2021, Dream Industrial REIT owns and operates a portfolio of 186 industrial property (280 properties) comprising roughly 28.8 million sq. toes of gross leasable space in key markets throughout North America and a rising presence in robust European industrial markets. Dream Industrial REIT’s goal is to proceed to develop and improve the standard of its portfolio and to offer enticing general returns to its unitholders. For extra data, please go to www.dreamindustrialreit.ca.

Ahead Wanting Info

This information launch could include forward-looking data inside the which means of relevant securities laws. Ahead-looking data usually will be recognized by means of forward-looking terminology equivalent to “outlook”, “goal”, “could”, “will”, “anticipate”, “intend”, “estimate”, “anticipate”, “imagine”, “ought to”, “plans”, or “proceed”, or related expressions suggesting future outcomes or occasions. Among the particular forward-looking data on this information launch could embrace amongst different issues, the anticipated buy worth and phrases of the Acquisition; the anticipated closing timeframe of the Acquisition; the anticipated worth of the portfolio acquired as a part of the Acquisition; the event potential of the surplus land to be acquired as a part of the Acquisition together with the yield potential; the expansion potential of the properties acquired as a part of the Acquisition; our potential to shut on the Acquisition; our potential to shut the Providing and the cross foreign money rate of interest swaps; the cut-off date of the Providing; the anticipated fungibility of the Sequence A Debentures provided hereby; the supposed use of web proceeds of the Providing; our plans to proceed advancing sustainability and affect initiatives for DIR; plans for future inexperienced investments and sustainability initiatives; disposition plans and three way partnership methods primarily in its U.S. portfolio; and plans to keep up its leverage within the mid to excessive 30% over the long run. Ahead wanting data relies on numerous assumptions and is topic to numerous dangers and uncertainties, a lot of that are past Dream Industrial REIT’s management that would trigger precise outcomes to vary materially from these which can be disclosed in or implied by such forward-looking data. These dangers and uncertainties embrace, however should not restricted to, world and native financial and enterprise situations; uncertainties surrounding the COVID-19 pandemic; the monetary situation of tenants; our potential to finance or refinance eligible inexperienced initiatives; curiosity and foreign money price fluctuations; competitors; and the danger that there could also be unexpected occasions that trigger the Belief’s precise capital construction, general value of debt and outcomes of operations to vary from what the Belief at the moment anticipates. Our targets and forward-looking statements are primarily based on sure assumptions with respect to every of our markets, together with that the final financial system stays secure, the gradual restoration and progress of the final financial system continues over the rest of 2021, rates of interest stay secure, situations inside the actual property market stay constant, competitors for and availability of acquisitions stays in step with the present local weather, the capital markets proceed to offer prepared entry to fairness and/or debt, the timing and talent to promote sure properties stays according to the Belief’s expectations, valuations to be realized on property gross sales might be according to present IFRS values, occupancy ranges stay secure, and the alternative of expiring tenancies will stay constant. All forward-looking data on this information launch speaks as of the date of this information launch. Dream Industrial REIT doesn’t undertake to replace any such forward-looking data whether or not because of new data, future occasions or in any other case besides as required by regulation. Further details about these assumptions and dangers and uncertainties is contained in Dream Industrial REIT’s filings with securities regulators, together with its newest annual data kind and MD&A. These filings are additionally out there at Dream Industrial REIT’s web site at www.dreamindustrialreit.ca.

View supply model on businesswire.com: https://www.businesswire.com/news/home/20210610006010/en/

Contacts

DREAM INDUSTRIAL REAL ESTATE INVESTMENT TRUST
Brian Pauls
Chief Government Officer
(416) 365-2365
bpauls@dream.ca

Lenis Quan
Chief Monetary Officer
(416) 365-2353
lquan@dream.ca

Alexander Sannikov
Chief Working Officer
(416) 365-4106
asannikov@dream.ca