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Artis Real Estate Investment Trust Announces Proposed Spin-off of its Retail Portfolio and Strategic Debt Reduction Initiative – Canada NewsWire

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WINNIPEG, MB, Sept. 8, 2020 Artis Real Estate Investment Trust (TSX: AX.UN) (“Artis REIT”) today announced that its board of trustees has approved a comprehensive plan to unlock unitholder value including the spin-off of its Canadian retail properties into a newly formed retail real estate investment trust (“Retail Spin-Off”), together with a strategic debt reduction initiative.

The Retail Spin-Off will create a pure-play retail focused REIT (Artis Retail REIT) enabling investors to better value Artis REIT’s quality retail portfolio. Artis REIT will focus on its institutional-grade North American industrial and office businesses. The expanded non-core disposition program with net proceeds earmarked for debt reduction will strengthen the balance sheet and improve the calibre and growth profile of Artis REIT’s portfolio.

“We believe our high-quality, diversified commercial portfolio is being significantly undervalued by the market and that the proposed strategies will serve to unlock value for our unitholders”, stated Armin Martens, CEO of Artis REIT.  

Key Transaction Highlights

  • Artis REIT (AX.UN) to focus on North American industrial and office assets. The Retail Spin-Off enables Artis REIT to simplify its business and pursue strategies focused on its high-quality industrial and office properties. At June 30, 2020, Artis REIT’s portfolio comprised 115 industrial and 59 office properties encompassing a total of 21.0 million square feet of gross leasable area located across five Canadian provinces and six U.S. states. Artis REIT’s Proportionate Share Property NOI for Q2-20 was 35.3% industrial and 47.5% office.
  • Artis Retail REIT (AXX.UN) formed to focus solely on defensive, needs-based retail assets. The portfolio is primarily non-enclosed properties and is comprised of tenants providing needs-based services including food and beverage, and personal service providers. Artis REIT’s retail portfolio was 89.7% occupied at June 30, 2020, and has historically maintained solid occupancy levels, averaging 92.3% over the last three years.
  • Non-taxable transaction to Artis REIT. The transaction is intended to occur on a non-taxable basis for Artis REIT and for existing Canadian common unitholders of Artis REIT. Artis REIT anticipates receiving a tax ruling from the Canada Revenue Agency confirming such treatment prior to closing.
  • Improving credit profile for Artis REIT. Expansion of existing non-core asset sales by $550 million with net proceeds earmarked for debt reduction will meaningfully lower leverage, bolster liquidity and enhance balance sheet strength. Artis REIT is targeting Debt to GBV of 46% by the end of 2021.

RETAIL SPIN-OFF OVERVIEW

The new retail-focused REIT will be named “Artis Retail Real Estate Investment Trust” (“Artis Retail REIT”). 

At June 30, 2020, Artis REIT’s retail portfolio comprised 42 primarily open-air, service-based properties located across four provinces in Western Canada totaling 2.9 million square feet of gross leasable area. In Q2-20, the retail portfolio generated Property NOI of $12.1 million, representing 17.2% of Artis REIT’s Proportionate Share Property NOI. At June 30, 2020, the retail portfolio represented a fair value of $819.3 million and was 89.7% occupied.

Certain of the retail properties currently owned by Artis REIT are intended to be sold pursuant to the non-core asset sales program. Such sales are anticipated to be made by Artis REIT prior to the effective date of the Retail Spin-Off with the proceeds used to reduce the overall indebtedness of Artis REIT.  Artis Retail REIT is anticipated to comprise 40 retail properties on the effective date of the Retail Spin-Off. It is also anticipated that Artis REIT will continue to manage the retail properties of Artis Retail REIT following the Retail Spin-Off through an external management arrangement to reduce additional costs.

PORTFOLIO BREAKDOWN

The following is a breakdown of Artis REIT’s Q2-20 Proportionate Share Property NOI by asset class and geographical region:

Artis REIT (AX.UN)                                                                           

By Asset Class

Proportionate Share Property NOI

Office

58%

Industrial

42%



By Geographical Region

Proportionate Share Property NOI

British Columbia

3%

Alberta

8%

Saskatchewan

3%

Manitoba

10%

Ontario

13%

Minnesota

27%

Wisconsin

13%

Arizona

13%

US – Other

10%

Artis Retail REIT (AXX.UN)

By Asset Class

Proportionate Share Property NOI

Retail

100%

(92% Open-Air and 8% Enclosed Retail)



By Geographical Region

Proportionate Share Property NOI

Alberta

54%

Saskatchewan

27%

Manitoba

19%

STRATEGIC DEBT REDUCTION INITIATIVE

Artis REIT is also implementing a debt reduction initiative which involves the continuation of its successful non-core asset sale program. The asset sales are expected to meaningfully lower leverage, bolster liquidity and enhance balance sheet strength.

In November 2018, in conjunction with a number of other strategic initiatives aimed at improving Artis REIT’s growth profile and strengthening the balance sheet, Artis REIT announced its intention to embark on a disposition program with a target of $800 million to $1 billion of non-core assets over a three year time-frame. Since that announcement, Artis REIT has successfully completed approximately $800 million of asset sales ahead of schedule and at an aggregate value in excess of the fair value of such assets.

Together with the aforementioned Retail Spin-Off, Artis REIT is announcing its intention to enhance its non-core asset sale program.  In addition to the $800 million of asset sales completed, Artis REIT plans to sell a further $550 million of non-core assets with the net proceeds used for debt reduction at Artis REIT. Approximately $200 million of non-core assets are currently under conditional sale agreements, expected to be completed by the end of 2020, which will be prior to the effective date of the Retail Spin-Off. The remaining approximately $350 million of non-core asset sales, which are listed with external brokers, are expected to be completed by Q2-21. As a result, Artis REIT expects to have sold a total of approximately $1.35 billion of assets between Q4-18 and Q2-21.

Credit Rating

Artis REIT believes that upon completion of these initiatives, its credit profile will be stronger and therefore does not believe the transactions described herein will have any adverse effect on its credit ratings.

ARTIS REIT HIGHLIGHTS

Portfolio Overview

At June 30, 2020, Artis REIT’s industrial and office portfolio consisted of 174 properties totaling 21.0 million square feet of gross leasable area located across five Canadian provinces and six U.S. states. Approximately 40% of gross revenue was generated from government and national tenants. By asset class, excluding the retail portfolio, 42% of Artis REIT’s Q2-20 Proportionate Share Property NOI was contributed by the industrial segment and the remaining 58% came from the office segment. By geography, excluding the retail portfolio, 37% of Artis REIT’s Q2-20 Proportionate Share Property NOI was generated in Canada and 63% was derived from the U.S. At June 30, 2020, the fair value of the industrial and office portfolio was $4.4 billion.

Portfolio Highlights

  • Strong growth in industrial portfolio. The industrial segment comprises 115 properties encompassing approximately 12.4 million square feet of gross leasable area which were 93.4% occupied as at June 30, 2020. Since 2010, Same Property NOI growth has averaged 5% and the trend is poised to continue given constructive fundamentals in Artis REIT’s key markets.
  • Attractive industrial development opportunities. The future development pipeline includes 1.9 million square feet of industrial developments in Texas and 0.5 million square feet of industrial developments in Arizona, as well as the potential to expand the pipeline through joint-venture opportunities with institutional partners. There is also an opportunity to leverage industrial development expertise in the U.S. and develop assets for users.
  • Stability of the office portfolio. The office segment comprises 59 properties with over 550 unique tenants and approximately 8.6 million square feet of gross leasable area. The portfolio resiliency is evident through its historical operating results. Since 2010, Same Property NOI growth and total portfolio occupancy have averaged 1% and 91.6%, respectively.
  • Reduced exposure to Alberta. Total exposure to Alberta is expected to be reduced to approximately 8% of Proportionate Share Property NOI (of which approximately 3% will be office and approximately 5% will be industrial). The realignment of the portfolio will improve overall quality and narrow focus to core and strategic markets.
  • Improved access to capital markets. The Retail Spin-Off and stronger balance sheet is expected to narrow the current trading discount allowing for greater access to capital providing enhanced financial flexibility.

IMPLEMENTATION OF SPIN-OFF

The Retail Spin-Off will be implemented by way of a statutory plan of arrangement under the Canada Business Corporations Act.  Following a number of technical steps, each common unitholder of Artis REIT immediately prior to the arrangement will have the same proportionate beneficial ownership in Artis REIT and Artis Retail REIT immediately following the arrangement. Each holder of a preferred unit of Artis REIT will upon completion of the plan of arrangement hold a new preferred unit of Artis REIT and will not receive any securities of Artis Retail REIT.

Completion of the transaction will be subject to certain closing conditions, including: (i) the approval of at least 66 2/3% of the votes cast by unitholders and at least 66 2/3% of the votes cast by preferred unitholders at meetings thereof; (ii) approval of the Manitoba Court of Queen’s Bench; (iii) regulatory approvals; (iv) consents and approvals from certain of Artis REIT’s lenders, as well as the satisfaction of other customary closing conditions; and (v) the listing of the Artis Retail REIT units on the TSX, which will be subject to the satisfaction of all listing requirements of the TSX. 

Artis REIT anticipates obtaining an interim order of the Manitoba Court of Queen’s Bench in early to mid-October 2020 and holding the meetings of unitholders and preferred unitholders in early to mid-November 2020.  Assuming that all of the closing conditions are satisfied, Artis REIT anticipates that the closing of the Retail Spin-Off will occur during Q1-21. There is no assurance that any or all of the conditions of closing will be satisfied or waived.

The Retail Spin-Off is subject to the satisfaction of a number of closing conditions more particularly described above. An information circular describing the Retail Spin-Off in full detail is anticipated to be mailed out to unitholders and preferred unitholders in mid-October 2020 following receipt of the interim court order.

ADVISORS

Scotiabank and CIBC World Markets are acting as financial advisors to Artis REIT, MLT Aikins LLP is acting as legal counsel to Artis REIT, Deloitte LLP is acting as tax advisor to Artis REIT and Blake, Cassels & Graydon LLP is acting as special tax counsel to Artis REIT.

UPCOMING WEBCAST AND CONFERENCE CALL

Interested parties are invited to participate in a conference call with management on Tuesday, September 8, 2020, at 3:00 p.m. CT (4:00 p.m. ET). In order to participate, please dial 1-416-764-8688 or 1-888-390-0546. You will be required to identify yourself and the organization on whose behalf you are participating. A presentation with respect to the Retail Spin-Off will be uploaded to Artis REIT’s website at www.artisreit.com/investor-link/investor-presentations/ in advance of the conference call.

Alternatively, you may access the simultaneous webcast by following the link from our website at www.artisreit.com/investor-link/conference-calls/ during or after the conference call and webcast. Prior to the webcast, you may follow the link to confirm you have the right software and system requirements.

If you cannot participate on Tuesday, September 8, 2020, a replay of the conference call will be available by dialing 1-416-764-8677 or 1-888-390-0541 and entering passcode 485416#. The replay will be available until Thursday, October 8, 2020. The webcast will be archived 24 hours after the end of the conference call and will be accessible for 90 days.

NOTICE WITH RESPECT TO NON-GAAP MEASURES

In addition to reported IFRS measures, certain non-GAAP measures are commonly used by Canadian real estate investment trusts as an indicator of financial performance, including Proportionate Share, Property NOI, Same Property NOI and Debt to GBV. “GAAP” means the generally accepted accounting principles described by the CPA Canada Handbook – Accounting, which are applicable as at the date on which any calculation using GAAP is to be made. Artis REIT applies IFRS, which is the section of GAAP applicable to publicly accountable enterprises. The non-GAAP measures are not defined under IFRS and are not intended to represent operating profits for the period, or from a property, nor should any of these measures be viewed as an alternative to net income, cash flow from operations or other measures of financial performance calculated in accordance with IFRS. Readers should be further cautioned that the non-GAAP measures as calculated by Artis REIT may not be comparable to similar measures presented by other issuers. These non-GAAP measures are defined in Artis REIT’s Q2-20 MD&A.

CAUTIONARY STATEMENTS

This press release contains forward-looking statements. For this purpose, any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. Particularly, statements regarding the proposed Retail Spin-Off and enhanced strategic debt reduction plan and the resulting impacts on Artis REIT and Artis Retail REIT are forward-looking statements. Without limiting the foregoing, the words “expects”, “anticipates”, “intends”, “estimates”, “projects”, and similar expressions are intended to identify forward-looking statements.

Artis REIT is subject to significant risks and uncertainties which may cause the actual results, performance or achievements of Artis REIT to be materially different from any future results, performance or achievements expressed or implied in these forward-looking statements. Such risk factors include, but are not limited to, risks related to the Retail Spin-Off and enhanced strategic debt reduction strategy, including the possibility of the non-satisfaction or waiver of the conditions of closing or the possibility that Artis REIT and its stakeholders will not realize the anticipated benefits of the transaction, and risks relating to the COVID-19 pandemic, implementation of Artis REIT’s previously announced initiatives, risks associated with real property ownership, debt financing, foreign currency, credit and tenant concentration, lease rollover, availability of cash flow, general uninsured losses, future property acquisitions and dispositions, environmental matters, tax related matters, changes in legislation and changes in the tax treatment of trusts, cyber security, new or (re)developments, unitholder liability, potential conflicts of interest, potential dilution and reliance on key personnel.  Artis REIT cannot assure investors that actual results will be consistent with any forward-looking statements and Artis REIT assumes no obligation to update or revise such forward-looking statements to reflect actual events or new circumstances. All forward-looking statements contained in this press release are qualified by this cautionary statement.

ABOUT ARTIS REAL ESTATE INVESTMENT TRUST

Artis REIT is a diversified Canadian real estate investment trust investing primarily in office and industrial properties in Canada and the United States. Since 2004, Artis REIT has executed an aggressive but disciplined growth strategy, building a portfolio of commercial properties in select markets in Canada and the United States. As of June 30, 2020, Artis REIT’s commercial property comprises approximately 23.8 million square feet of leasable area.

The Toronto Stock Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this press release.

SOURCE Artis Real Estate Investment Trust

For further information: please contact Mr. Armin Martens, President and Chief Executive Officer, Mr. Jim Green, Chief Financial Officer or Ms. Heather Nikkel, Vice-President – Investor Relations of Artis REIT at 1.204.947.1250

Related Links

http://www.artisreit.com

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Singh: New measures should be seen as an investment in Canadians | Watch News Videos Online – Globalnews.ca

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NDP Leader Jagmeet Singh talks to West Block host Mercedes Stephenson about the deal he struck with the Liberals to support the throne speech and avert an election after the government agreed to expand access to paid sick days amid the coronavirus pandemic.

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1 Must-Have Investment If You're Worried About a Stock Market Crash – Motley Fool

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After a devastating crash earlier this year, the stock market made a stunning recovery in the months that followed.

However, the last few weeks have been rough on the market. The S&P 500, the Dow Jones Industrial Average, and the Nasdaq have all slid into correction territory, each dropping by roughly 10% since early September.

While nobody knows for certain whether a bear market is around the corner or not, it’s wise to prepare for a market crash anyway. And there’s one investment that will give your savings the best shot at recovering from even the worst market downturn: S&P 500 index funds.

Image source: Getty Images.

S&P 500 index funds boast two major advantages: They provide instant diversification, and they’re extremely likely to bounce back from market downturns. Both of these perks can play in your favor if the market continues its downhill slide.

1. Instant diversification

When you invest in an S&P 500 index fund, you’re actually investing in 500 of the country’s largest companies at once. These organizations have a proven track record of success, making them more likely to survive tough economic times.

In addition, spreading your money across hundreds of different stocks can limit your risk substantially if the market continues to fall. Even if a few companies within the S&P 500 take a nosedive, it won’t cause your entire portfolio to plummet.

Of course, the S&P 500 itself could take a turn for the worse, and the index has already experienced a decline over the last few weeks. However, no matter what the market does, S&P 500 index funds are among the investments most likely to recover from a crash.

2. Almost guaranteed recovery

Nothing is ever guaranteed when it comes to the stock market, but S&P 500 index funds are about as close as you can get to guaranteed recovery after a market crash.

As their name implies, S&P 500 index funds track the S&P 500 — so whatever the S&P 500 does, the index fund will mimic it. Historically, the S&P 500 has always recovered from every downturn it’s ever faced. Even after the Great Recession in 2008, as well as the unprecedented crash earlier this year, the S&P 500 managed to bounce back stronger than ever.

^SPX Chart

^SPX data by YCharts

Again, nobody knows whether the current market downturn will get worse in the coming weeks or months, but even if it does, there’s a very good chance the S&P 500 will recover. There will always be ups and downs over the years, but in general, the S&P 500 has experienced a strong upward trend over time. That means even if the market crashes, it’s extremely likely your index funds will recover.

Is it the right time to invest?

S&P 500 index funds are long-term investments, and there’s never necessarily a bad time to invest for the long term. In fact, market downturns are one of the best opportunities to invest, because stock prices are lower, so you can get more for your money.

The key is to make sure you can leave your money alone for years or even decades after you invest. S&P 500 index funds do see positive returns over time, but like any investment, they are subject to volatility in the short term. So to make the most of your money, your best bet is to invest and then sit back and wait.

A market crash may be looming, but that doesn’t have to be a scary thought. By investing in the right places and taking advantage of S&P 500 index funds, you can give your money the best shot possible at surviving a market downturn.

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Former blockbuster investment funds fall from grace – Financial Times

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Blockbuster funds that previously ranked as the largest in Europe have undergone a spectacular downfall over the past decade.

Former star funds managed by investment groups including Standard Life Aberdeen, BlackRock and Franklin Templeton have shrunk to a fraction of their former size after losing favour with investors as quickly as they earned it.

SLA’s well-known Gars fund, a multi-asset strategy that ranked as Europe’s largest fund as recently as 2017, when it managed a combined €38.6bn, now has just €4.5bn in assets, according to Morningstar, the data provider.

Franklin Templeton’s Global Bond fund, run by veteran fixed income investor Michael Hasenstab, has had a similarly pronounced fall. After dominating the investment industry in 2014, when it had €30.2bn in assets, the fund now stands at just €7.7bn.

BlackRock’s Global Allocation fund has shrunk from €35.8bn to €12bn in just three years, and Carmignac Patrimoine, run by veteran French investor Edouard Carmignac, stands at just €10.8bn, down from €30bn at its peak.

The trend underscores how popular funds’ sharp growth can also lead to their undoing. Investors pile in when managers perform well, but when funds grow to a large size, their returns tend to drop off, resulting in outflows.

“Large funds are vulnerable to boom and bust dynamics,” said Morningstar’s Ali Masarwah, who carried out the research. Not only do giant funds drive up the valuations of the securities they buy, which makes future outperformance more unlikely, they are also less flexible than smaller funds due to liquidity risk considerations, he added.

Just one out of eight former blockbusters analysed by Morningstar beat its benchmark in the period immediately after ranking as Europe’s biggest fund. The data excluded money market funds.

Separate research from data company Broadridge found that only a quarter of the 100 best-selling active funds in Europe continued to attract positive investor flows three years after peaking in size. “Today’s flow winner is tomorrow’s loser,” said Chris Chancellor, senior director at Broadridge.

The findings come after Pimco’s €57bn Income fund lost its place as Europe’s largest fund last month after taking a hit during the market sell-off sparked by the coronavirus pandemic.

The fixed income product run by Dan Ivascyn, the “bond prince” who replaced Bill Gross at Pimco, lost €22bn in March because of a mixture of negative market movements and investor outflows.

Pimco Income now ranks behind Swedish equity fund AP7, which took the top spot after being boosted by the rally in global stock markets during the second quarter.

The Pimco fund’s performance has improved in recent months but investors have not piled back in at the same rate as before the March rout, said Mr Masarwah. He suggested that some investors were diversifying away from the fund because of concerns over its large size.

“Big is not always beautiful,” said Mr Masarwah. “Letting funds grow too large may be in the interests of fund companies but it is not in investors’ interests.”

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