/Not for dissemination in the United States/
TORONTO, Aug. 21, 2023 /CNW/ – D.D. Acquisitions Partnership (“DDAP“), a general partnership controlled by Daniel Drimmer, announced today that in connection with Northview Residential REIT’s (the “REIT“) previously announced recapitalization transaction (the “Transaction“) involving the acquisition of three portfolios of multi-family properties for an aggregate purchase price of approximately $742 million, DDAP and its affiliates acquired: (i) an aggregate of 1,973,364 class B limited partnership units (the “Exchangeable Units“) of Northview ONE Sub LP, which became exchangeable on closing of the Transaction into 1,973,364 Class C Units of the REIT, together with 1,973,364 accompanying Special Voting Units, (ii) 1,611,830 Exchangeable Units of Northview Canadian HY Holdings LP, which became exchangeable on closing of the Transaction into 1,611,830 Class C Units, together with 1,611,830 accompanying special voting units of the REIT, and (iii) a beneficial interest in an aggregate of 771,580 Class C Units (A) registered to NG (No. 1) LP, and (B) Galaxy VA Ltd. as nominee for DDAP and its affiliates and certain other parties, in each case, after giving effect to a consolidation of all of the REIT’s trust units on a 1.75:1 basis (the “Consolidation“). Immediately following closing of the Transaction, Starlight West LP, an affiliate of DDAP, exchanged 187,857 Exchangeable Units into 187,857 Class C Units and transferred them to affiliates of KingSett Capital Inc. and AIMCo Realty Investors LP and an aggregate of 187,857 special voting units of the REIT were cancelled accordingly. The value of each Class C Unit and Exchangeable Unit issued pursuant to the Transaction was $26.355 after giving effect to the Consolidation.
Pursuant to the third amended and restated declaration of trust governing the REIT (the “Declaration of Trust“), the Class C Units are convertible into class A trust units (“Class A Units“) and class F trust units (“Class F Units“) in the capital of the REIT on a 1:1 basis. The Class A Units are also convertible into Class F Units of the REIT on a 1:1 basis.
The Exchangeable Units are exchangeable on a 1:1 basis into Class C Units.
Upon completion of the Transaction, the Class C Units beneficially owned, directly or indirectly, or controlled by DDAP (after giving effect to the exchange of all outstanding Exchangeable Units for Class C Units on a 1:1 basis) represented approximately 38.12% of all issued and outstanding Class C Units.
On a partially diluted basis the Class C Units beneficially owned, directly or indirectly, or controlled by DDAP (after giving effect to the exchange of all outstanding Exchangeable Units for Class C Units on a 1:1 basis), together with the Class A Units beneficially owned, directly or indirectly, or controlled by DDAP, represented approximately 75.56% of all issued and outstanding Class A Units, assuming that the Class C Units beneficially owned, directly or indirectly, or controlled by DDAP (including those received on exchange of the Exchangeable Units) were converted into Class A Units in accordance with the Declaration of Trust.
On a partially diluted basis the Class C Units beneficially owned, directly or indirectly, or controlled by DDAP (after giving effect to the exchange of all outstanding Exchangeable Units for Class C Units on a 1:1 basis), together with the Class A Units beneficially owned, directly or indirectly, or controlled by DDAP, represented approximately 82.28% of all issued and outstanding Class F Units, assuming that the Class C Units beneficially owned, directly or indirectly, or controlled by DDAP (including those received on exchange of the Exchangeable Units) were converted into Class F Units in accordance with the Declaration of Trust and assuming that the Class A Units beneficially owned, directly or indirectly, or controlled by DDAP were converted into Class F Units in accordance with the Declaration of Trust.
DDAP and its affiliates also beneficially own, directly or indirectly, an aggregate of 3,397,337 special voting units attached to 3,397,337 Exchangeable Units, representing 45.40% of the votes attached to all special voting units of the REIT.
Immediately prior to the acquisition of Class C Units and Exchangeable Units pursuant to the Transaction (but after giving effect to the Consolidation), DDAP beneficially owned, directly or indirectly, or controlled, 282,451 Class A Units and 5,804,029 Class C Units, representing (i) 64.72% of all issued and outstanding Class A Units, assuming that the Class C Units beneficially owned, directly or indirectly, or controlled by DDAP (including those received on exchange of the Exchangeable Units) were converted into Class A Units in accordance with the Declaration of Trust, (ii) 39.44% of all issued and outstanding Class C Units, and (iii) 73.38% of all issued and outstanding Class F Units, assuming that the Class C Units beneficially owned, directly or indirectly, or controlled by DDAP were converted into Class F Units in accordance with the Declaration of Trust and assuming that the Class A Units beneficially owned, directly or indirectly, or controlled by DDAP were converted into Class F Units in accordance with the Declaration of Trust.
Mr. Drimmer’s beneficial ownership or, and control or direction over, Class A Units, Class C Units and Exchangeable Units is for investment purposes and is intended to further align their interests with those of the REIT’s other unitholders. Mr. Drimmer, through DDAP or otherwise, may acquire additional trust units of the REIT (“Units“) or may dispose of any or all of the beneficially held Units from time to time through, among other things, the purchase or sale of Units on the open market or in private transactions or otherwise, on such terms and at such times as Mr. Drimmer may deem advisable depending upon an ongoing evaluation of the Units, the REIT, prevailing market conditions, the availability of Units at prices that would make the purchase or sale of Units desirable, other investment opportunities, liquidity requirements of Mr. Drimmer and/or other considerations.
DDAP is an Ontario general partnership, the principal business of which is to invest in real estate investments, with its head office at 3280 Bloor St West, Suite 1400, Toronto, Ontario M8X 2X3.
For further information and to obtain a copy of the early warning report to be filed by DDAP and Mr. Drimmer under applicable Canadian securities laws, please see the REIT’s profile on SEDAR+ at www.sedarplus.ca.
SOURCE D.D. Acquisitions Partnership
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