NorthWest Value Partners Inc. acquires GT Canada Medical Properties REIT

Date Closed: 5/31/2012

Value: C$87.3 million

On May 31, 2012, NorthWest Value Partners Inc. (NWVP) completed its take-over of GT Canada Medical Properties Real Estate Investment Trust (GT REIT). GT REIT is an unincorporated open-ended real estate investment trust and is Canada's only publicly traded issuer focused exclusively on medical office buildings.

NWVP and GT REIT jointly announced on April 16, 2012, that they had entered into a Support Agreement under which NWVP agreed that it would acquire all of the issued and outstanding trust units of GT REIT at a purchase price of $2.05 cash per GT REIT unit.  At the time of entering into the Support Agreement, GT REIT was proceeding with its previously-announced rights offering that expired on April 24, 2012, whereby GT REIT unitholders were entitled to subscriber for additional units of GT REIT at a price of $1.15 per unit.  The offer price was subject to adjustment for the dilution in GT REIT units resulting from the completion of the rights offering.  Accordingly, the offer price was subsequently adjusted to $1.87 per unit to reflect the issuance of additional GT REIT units pursuant to GT REIT’s rights offering. 

Taking into account the debt assumed by NWVP, the enterprise value of the transaction was approximately $87.3 million.  On May 31, 2012, NWVP announced that holders of approximately 87 per cent of the GT REIT units had accepted the NWVP offer. 

BLG assisted GT REIT on the transaction, with a team that included Paul Mingay, Jeff Barnes, Paul Simon and Habeeb Syed (corporate/securities) and Stephen Fyfe (tax).