Welsh Property Trust, LLC Confirms Effective Interest In WPT Industrial Real Estate Investment Trust Following Closing Of Initial Public Offering And Over-allotment Option
TORONTO, May 22, 2013 /CNW/ - Welsh Property Trust, LLC ("Welsh") confirmed that, in connection with the initial public offering (the "Offering") of trust units ("Units") of WPT Industrial Real Estate Investment Trust (the "REIT") and the indirect acquisition by WPT Industrial, LP (the "Partnership") (the REIT's operating subsidiary) from Welsh of a portfolio of properties comprised of 35 industrial properties and two office properties located in 12 states in the United States (collectively, the "Initial Properties") as described in the final prospectus of the REIT dated April 18, 2013, Welsh acquired ownership of 10,867,362 Class B partnership units (the "Class B Units") of the Partnership representing 100% of the issued and outstanding Class B Units as of the date hereof. Each Class B Unit is redeemable by the holder thereof for cash or Units (on a one-for-one basis subject to customary anti-dilution adjustments), as determined by the general partner of the Partnership in its sole discretion. The Class B Units are economically equivalent to Units and are entitled to distributions of cash from the Partnership equal to the cash distributions paid to holders of the Units by the REIT.
In connection with the Offering and the indirect acquisition by the Partnership of the Initial Properties from Welsh as described in the REIT's final prospectus dated April 18, 2013, each Class B Unit was valued at US$10.00 per Class B Unit. On April 26, 2013, the noon rate of exchange posted by the Bank of Canada for conversion of U.S. dollars into Canadian dollars was US$1.00 equals Cdn$1.017. Applying this noon rate, each Class B Unit was valued at Cdn$10.17.
On closing of the Offering on April 26, 2013, Welsh's Class B Units represented an approximate 52.1% effective interest in the REIT (on a fully-diluted basis assuming all Class B Units held by Welsh are redeemed for Units). On May 14, 2013, the REIT announced that the underwriters for the Offering exercised a portion of their over-allotment option. On closing of the over-allotment option on May 16, 2013, Welsh's Class B Units represented an approximate 48.7% effective interest in the REIT (on a fully-diluted basis assuming all Class B Units held by Welsh are redeemed for Units).
Welsh acquired the Class B Units as partial consideration for the contribution of its indirect interests in the Initial Properties to the Partnership. Welsh's position may be increased (whether pursuant to property acquisition transactions or otherwise) or decreased in the future as considered appropriate in light of investment criteria, market conditions and other factors or circumstances and in accordance with the provisions of applicable securities legislation.
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