GIC, Dream Industrial REIT get $400 million revolver for acquisition

By Mary-Katherine Stinson

Lexington, Ky., Nov. 7 – GIC Private Ltd. and Dream Industrial REIT have secured a $400 million committed revolving credit facility from TD Securities for future liquidity requirements, according to a press release.

The facility is expected to be mostly undrawn at closing.

GIC and Dream Industrial REIT have formed a limited partnership for the purpose of acquiring Summit Industrial Income REIT in an all-cash transaction valued at about C$5.9 billion, including the assumption of certain debt.

Concurrently with the closing of the transaction, the partnership will assume Summit’s $925 million of outstanding debentures and Summit’s existing mortgages.

No other incremental debt will be used to finance the acquisition.

The transaction financing has been structured with the intent of the partnership maintaining Summit's current DBRS Ltd. credit rating with a positive trend.

BMO Capital Markets is acting as exclusive financial adviser to Summit and has provided a fairness opinion to its board of trustees. McCarthy Tetrault LLP is acting as legal counsel to Summit.

TD Securities is acting as exclusive financial adviser to the joint venture. CBRE is acting as real estate adviser to the joint venture.

Osler, Hoskin & Harcourt LLP and Stikeman Elliott LLP are acting as legal counsel to Dream Industrial and GIC, respectively. Skadden, Arps, Slate, Meagher & Flom LLP is acting as legal counsel to GIC. King & Spalding LLP is acting as US legal counsel to Dream Industrial in connection with the Joint Venture arrangements.

Scotiabank is acting as financial advisor and Goodmans LLP is acting as legal counsel to Dream Industrial's special committee.

Morrow Sodali is acting as strategic unitholder adviser and proxy solicitation agent.

The transaction, expected to close in the first quarter of 2023, is subject to customary conditions, including Summit unitholder, court, and regulatory approvals, and will occur via a plan of arrangement under the Canada Business Corporations Act, pursuant to which the joint venture will acquire all of the assets and assume all of the liabilities of Summit and Summit will pay a special distribution and redeem all of its units for $23.50 per unit in cash.

GIC Private Ltd. is a sovereign wealth fund to manage Singapore's foreign reserves. Dream Industrial is a Toronto-based unincorporated open-ended real estate investment trust. Summit Industrial Income REIT is an unincorporated open-ended trust focused on growing and managing a portfolio of light industrial properties across Canada.

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