First Capital Real Estate Investment Trust ($CHPUN)

Good morning. My name is Sarah, and I will be your conference operator today. At this time, I would like to welcome everyone to the Choice Properties Investor Call to discuss today's announced acquisition of First Capital REIT. [Operator Instructions] I would now like to turn the call over to Simone Cole, Senior Vice President, General Counsel and Secretary. Please go ahead.

Thank you, Sarah. Good morning, and welcome to the conference call announcing Choice Properties and KingSett Capital's transaction to acquire First Capital REIT. The news release announcing the transaction is available on our website at www.choicereit.ca. A corresponding PowerPoint presentation is available on the Events section of our website, and we encourage you to refer to it during this call. Please note that the comments made on today's call may contain forward-looking statements, and this information, by its nature, is subject to risks and uncertainties. Actual results may differ materially from the views expressed today. For further information on these risks and uncertainties, please consult the Trust's relevant filings on SEDAR+. These documents are also available on our website. As a reminder, all amounts discussed on today's call are in Canadian dollars. Our presenters today are Rael Diamond, President and Chief Executive Officer; and Erin Johnston, Chief Financial Officer. And now I'll pass the call over to Rael.

Thank you, Simone. Good morning, everyone. Thank you for joining us today. Today is an exciting day for Choice Properties and our stakeholders. This morning, we announced that together with our partner, KingSett Capital, we've agreed to acquire First Capital in a stock-and-cash transaction valued at approximately $9.4 billion, including assumed debt. At closing, Choice will acquire approximately $5 billion of First Capital's highest quality retail assets, while KingSett will acquire approximately $4.4 billion of assets and all outstanding First Capital units. The transaction delivers immediate value and liquidity to First Capital's unitholders, along with the opportunity to participate in the future growth of Choice. This transaction is truly transformational for Choice. Opportunities to acquire assets of this quality and scale are extremely rare, especially when they are so closely aligned with our strategy. Since our IPO in 2013, we are focused on building a resilient, high-quality portfolio anchored by strong necessity-based tenants. We began with 425 properties. In a little over 10 years, we have delivered significant growth, supported by an industry-leading balance sheet. The key milestone came in 2018 with the acquisition of CREIT. That transaction made us Canada's largest REIT and materially strengthened our platform and portfolio quality. From there, we continue to execute, completing $5.5 billion of property transactions and approximately 4 million square feet of development, all underpinned by financial discipline that enabled today's transaction. This marks the next step in our evolution and further solidifies Choice as Canada's leading REIT. Now let's take a closer look at the transaction and why we believe it delivers meaningful value for our unitholders. First, this is a best-in-class retail portfolio. Second, this acquisition is highly complementary to our existing business. Third, these assets help position us for long-term growth. And finally, this opportunity further solidifies Choice Properties as Canada's leading REIT. As I said, the assets that we are acquiring consist of FCR's highest quality properties, primarily top-performing open-air shopping centers. Portfolio totals over 8 million square feet of Gross Leasable Area with strong occupancy of 98%. These assets generate stable cash flows while providing clear visibility for future growth. We expect full-year NOI of approximately $235 million in 2027. Overall, this is a high-quality, well-leased portfolio that delivers immediate stability with a clear path to long-term growth. First Capital is well known for owning some of the best neighborhood shopping center assets. As can be seen on the screen, the portfolio we are acquiring has greater exposure to major markets, higher population density within the 5-kilometer radius, greater exposure to necessity-based retail tenants and significantly less development than First Capital's overall portfolio. The partnership with KingSett clearly aligned the right assets with the right owners, reflecting our respective strategies and cost of capital and therefore, maximizing value for First Capital stakeholders. We look forward to continuing strong relationship with First Capital's tenants and partners. On the screen are great examples of the broader portfolio that we are buying, which is characterized by high-quality assets in dense urban markets with strong fundamentals. We've included a complete list of properties in the Appendix of this presentation, which is posted on our website. As you can see, what makes these assets particularly compelling is not only their quality, but their location in Canada's most densely populated urban markets. The portfolio is highly urban with 83% of exposure from Toronto, Vancouver, and Montreal and 92% VECTOM exposure, increasing our overall retail population density exposure by 16%. This transaction meaningfully increases our exposure to higher-growth third-party retail tenants. On a pro-forma basis, third-party retail exposure increases by nearly 50% based on Gross Leasable Area. At the same time, Loblaw remains a valued strategic partner and will represent approximately 61% pro-forma of our retail portfolio. I'm now going to hand the call over to Erin to discuss the financial highlights of the transaction.

Thanks, Rael. Good morning, everyone. I echo Rael's excitement on today's announcement. This transaction meaningfully enhances Choice's overall portfolio, providing incremental scale and enhanced cash-flow growth while strengthening our capital-markets profile. The acquisition portfolio provides significant incremental scale, increasing our total IPP fair value and NOI by approximately 28% and 21%, respectively. We are confident that the combined portfolio will deliver enhanced cash-flow growth, supported by strong same-asset growth from the acquisition portfolio of approximately 3.5% over the near-term. With this transaction, we expect to maintain a strong capital structure and industry-leading balance sheet. We plan to finance the acquisition through a combination of debt and equity. This includes the issuance of $1.7 billion of equity, the assumption of First Capital's $2.3 billion of outstanding unsecured debentures, and the assumption of approximately $400 million of existing in-place mortgages. The remaining consideration is expected to be financed via the issuance of new unsecured debentures. While modestly dilutive on a per-unit basis, the transaction is expected to deliver approximately $80 million of aggregate FFO contribution, meaningfully -- a meaningful upscale to the overall quality of Choice's portfolio. It will improve Choice's earnings profile and position Choice for higher long-term cash-flow growth. Our industry-leading balance sheet and long-standing commitment to disciplined financial management allowed us to take advantage of this transformational opportunity. Post-transaction, we will continue to manage to a 10-year debt ladder with the First Capital unsecured debentures complementing our existing maturity profile. We plan to maintain ample liquidity and plan to increase the size of our corporate credit facility from $1.5 billion to $2 billion, and we remain committed to our strong investment-grade credit profile. Supporting this, this morning, DBRS confirmed our credit rating of BBB high with a positive outlook, and we expect the First Capital unsecured debentures assumed by Choice will be upgraded to Choice's rating. On an annualized basis, our pro-forma debt-to-EBITDA will be approximately 8.5x on closing. Our near-term target is to reduce leverage to low-8x while remaining committed to a long-term debt-to-EBITDA target of 7.5x. Our management team has a well-established track record of deleveraging following major transactions, and we are confident in our ability to deleverage post-transaction. We will do this via strong organic EBITDA growth generated by the combined portfolio and disciplined investment capital management, including balanced capital recycling and measured development spend. This is a highly executable plan that does not contemplate significant asset dispositions. In addition, we have additional levers to accelerate deleveraging if required. Our equity contribution as part of this transaction will further strengthen our capital-markets profile. On a pro-forma basis, Choice will increase its public float by 26% through equity consideration of approximately $1.1 billion to First Capital unitholders and a $600 million private placement to George Weston Limited, our largest shareholder. This investment by George Weston demonstrates their support of this strategic transaction. Our increased scale, combined with enhanced liquidity is expected to broaden our appeal to a more diverse and global investor base and solidify Choice as the largest Canadian REIT. Choice has consistently outperformed across market cycles. This outperformance is a testament to the quality of our portfolio, the strength of the platform we have built and our disciplined approach to financial management. It is these things that position us to continue to deliver strong unitholder returns through this transaction as well. With that, I will turn the call back for Q&A.

[Operator Instructions] Your first question comes from Tal Woolley with CIBC.

Just wondering if you can speak to how many of the sites that you're acquiring are anchored by Loblaw and how many are anchored by Loblaw's competitors?

Give us one second. We have that information. I think there's 65 grocery stores in total where we believe. So, 50 grocery stores are anchored by competitors, and then there would be 65 Shoppers Drug Mart and Loblaw locations.

And do you expect any Competition Bureau questions as a result of that?

Tal, it's Simone. I mean, obviously, there will be a review, but we feel really confident in the work we've done for that.

Okay. And then, Erin, you made references to additional levers to deleveraging. Can you outline what some of those might be?

Yes. So right now, the way we run our plans is, one, as always, we're conservative in our modeling. So that's the first piece. The second piece is dispositions. Right now, we've continued to assume balanced capital-recycling; so we could -- instead of being balanced, we could sell more than we buy. And we also continue to have levers for development-spend.

And just finally, on the equity offering or, say, the investment by George Weston, I'm assuming that's on the same terms as [indiscernible] the same pricing as what's being offered to FCR shareholders.

The pricing for the investment by George Weston is based on a weighted average of last night's unit-price.

[Operator Instructions] Your next question comes from Mark Rothschild with Canaccord.

Congrats guys on the deal. Can you maybe just give us some more guidance, a little narrow with the timing of expected closing of the Transaction, assuming everything goes smoothly?

It's Simone. Yes, our hope it will be in the second-half of the year, Q4. That's our hope, but obviously, subject to regulatory approvals.

I'm sorry, do you say Q4?

That would be our hope, but just subject to regulatory approvals. Yes.

And leaving regulatory approval aside, is there any reason that it should drag out so long?

No. No.

And then maybe just on the way you looked at the transaction; it's initially dilutive, but obviously, a high-quality portfolio that should go over time. What is the expected timing on when you would expect it to be accretive? And how does that fit into your goals with bringing down leverage after this transaction?

So Mark, the way we think about it is it's about $0.04, as we said, dilutive initially. And then we expect to return to growing earnings in the second-year following the transaction. And the way you can think about it as well is post-CREIT, we had a lot of incremental dilution from asset dispositions. We don't need to do this in this scenario to get our leverage back down.

So, there will be no asset -- there shouldn't be asset sales to bring leverage down? It will just be organically?

Yes, primarily organic growth.

It's always a lever we can pull, but it's not a requirement there.

[Operator Instructions] This concludes the question-and-answer session. I will turn the call to Rael Diamond, CEO, for closing remarks.

Thank you, Sarah. As you can hear, we're exceptionally excited about this transaction as it meaningfully enhances our portfolio with high-quality, top-performing retail assets located in some of Canada's most attractive urban markets while increasing diversification through great exposure to third-party tenants. From a capital-markets perspective, the transaction increases our scale and improves trading liquidity, further strengthening our overall profile, solidifying Choice Properties as a leading real estate owner and operator in Canada. Before we conclude, I want to recognize and thank our employees for their hard work and dedication. It is their commitment that has helped build Choice Properties into a leading REIT that it is today and has made this transaction possible. Thank you for your time today. Please feel free to reach out to us if you have any further questions.

This concludes today's conference call. Thank you for joining. You may now disconnect.