Wednesday, September 18, 2019
FOR IMMEDIATE RELEASE
Vancouver, BC – September 18, 2019: Pure Multi-Family REIT LP (“Pure Multi-Family”) (TSX: RUF.U, RUF.UN, RUF.DB.U; OTCQX: PMULF) is pleased to announce the voting results for its special meeting of unitholders held on September 18, 2019 in Vancouver, British Columbia (the “Meeting”).
The sole matter considered at the Meeting was the special resolution approving the statutory plan of arrangement (the “Arrangement Resolution”) whereby an affiliate of Cortland Partners, LLC (“Cortland”) will acquire all of the outstanding: (i) Class A units of Pure Multi-Family (each, a “Class A Unit”) for US$7.61 per Class A Unit (and the equivalent consideration for the Class B units of Pure Multi-Family (each a “Class B Unit”) in accordance with the terms of the limited partnership agreement of Pure Multi-Family); and (ii) convertible unsecured subordinated debentures (each, a “Debenture”) for US$1,346.90 (plus accrued and unpaid interest) for each US$1,000 principal amount of Debentures, in an all-cash transaction valued at approximately US$1.2 billion including net debt (the “Transaction”). It is expected that all Class B Units will be re-designated into Class A Units prior to the closing of the Transaction.
The Arrangement Resolution was approved as follows:
- 98.01% of the total votes cast by the holders of Class A Units and Class B Units at the Meeting, voting as a single class, voted FOR the Arrangement Resolution;
- 97.90% of the total votes cast by holders of Class A Units and Class B Units at the Meeting, excluding the votes cast by such holders of Class A Units and Class B Units that were required to be excluded pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transaction, voted FOR the Arrangement Resolution; and
- 97.86% of the total votes cast by the holders of Class A Units at the Meeting voted FOR the Arrangement Resolution.
Pure-Multi Family has also filed a report of voting results for the Meeting on SEDAR at www.sedar.com.
Stephen Evans, CEO of Pure Multi Family, stated: “Our focus on high-quality assets in strong growth markets together with our hands-on management platform produced compelling results for investors since our initial public offering in 2012, and is culminating in this very successful sale to Cortland which provides liquidity to all of our unitholders.”
Closing of the Transaction remains subject to Court approval as well as other customary closing conditions. Assuming the timely completion of these conditions, Pure Multi-Family expects the Transaction to close on or about September 27, 2019.
About Pure Multi-Family REIT LP
Pure Multi-Family is a Canadian based, publically traded vehicle which offers investors exposure to attractive, institutional quality US multi-family real estate assets. Pure Multi-Family owns and operates 22 multi-family apartment communities consisting of 7,085 apartment units in Texas and Arizona, two of the US Sunbelt’s leading economies.
Additional information about Pure Multi-Family is available at www.puremultifamily.com and www.sedar.com.
About Cortland Partners, LLC
Cortland is a product-to-people, multifamily real estate investment, development, and management company headquartered in Atlanta. Cortland in-sources its multifamily development, design, construction, renovation, property operations and asset management functions with the goal of providing its residents hospitality-driven living experiences. Cortland is invested in, directly or indirectly, and manages more than 160 apartment communities with over 52,000 homes in the US with regional offices in Charlotte, Dallas, Denver, Houston, and Orlando. Internationally, Cortland maintains a global materials sourcing office in Shanghai and a management and development platform in the UK. Cortland is a National Multifamily Housing Council (NMHC) Top 50 Owner and Manager and is ranked 6th among Atlanta’s “Top Workplaces” in the large employer category (2019).
For more information, please visit www.cortland.com.
Certain statements in this news release may constitute “forward-looking information” within the meaning of applicable securities laws (also known as forward-looking statements). Forward-looking information involves known and unknown risks, uncertainties and other factors, which may cause actual results, performance or achievements or industry results, to be materially different from any future results, performance or achievements or industry results expressed or implied by such forward-looking information. Forward-looking information generally can be identified by the use of terms and phrases such as “anticipate”, “believe”, “could”, “estimate”, “expect”, “feel”, “intend”, “may”, “plan”, “predict”, “project”, “subject to”, “will”, “would”, and similar terms and phrases, including references to assumptions. Some of the specific forward-looking statements in this news release include, but are not limited to, statements with respect to: the expected re-designation of the Class B Units; the expected timing for the completion of the Transaction and satisfaction of the conditions required with respect thereto.
Forward-looking information is based on a number of key expectations and assumptions made by Pure Multi-Family including, without limitation: the Transaction will be completed on the terms currently contemplated; the Transaction will be completed in accordance with the timing currently expected; the Transaction will receive the approval of the Supreme Court of British Columbia and Pure Multi-Family will be granted the final order; all conditions to the completion to the Transaction will be satisfied or waived; and the arrangement agreement dated July 18, 2019 between Pure Multi-Family, Pure Multi-Family REIT (GP) Inc. and Cortland will not be terminated prior to the completion of the Transaction. Although the forward-looking information contained in this news release is based on what Pure Multi-Family’s management believes to be reasonable assumptions, Pure Multi-Family cannot assure investors that actual results will be consistent with such information.
Forward-looking information is provided for the purpose of presenting information about management’s current expectations and plans relating to the future and readers are cautioned that such statements may not be appropriate for other purposes. Forward-looking information involves significant risks and uncertainties and should not be read as guarantees of future performance or results as actual results may differ materially from those expressed or implied in such forward-looking information. Those risks and uncertainties include, among other things: the Transaction may not be completed on the terms, or in accordance with the timing, currently contemplated, or at all; Pure Multi-Family has incurred expenses in connection with the Transaction and will be required to pay for those expenses regardless of whether or not the Transaction is completed; and Pure Multi-Family and Cortland may not be successful in satisfying the conditions to the Transaction. Additional information about risks and uncertainties related to Pure Multi-Family is contained in Pure Multi-Family’s Annual Information Form for the year ended December 31, 2018 and in Pure Multi-Family’s Management’s Discussion and Analysis dated August 8, 2019, both of which are available on SEDAR at www.sedar.com.
The forward-looking information contained herein represents Pure Multi-Family’s expectations as of the date of this news release, and is subject to change after this date. Pure Multi-Family assumes no obligation to update or revise any forward-looking information whether as a result of new information, future events or otherwise, except as required by applicable law.
For more information, please contact:
Pure Multi-Family REIT LP
Vice President, Investor Relations