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Published on 5/24/2011 in the Prospect News Convertibles Daily.

New Issue: Primaris prices C$75 million of extendible convertibles in bought deal to yield 5.4%, up 40%

By Rebecca Melvin

New York, May 24 - Primaris Retail REIT priced C$75 million of extendible convertible unsecured subordinated debentures on a bought deal basis to yield 5.4%, with an initial conversion premium of 40%, according to a release.

The debentures were priced via a syndicate of underwriters co-led by RBC Capital Markets and CIBC World Markets Inc., with RBC Capital Markets acting as sole bookrunner.

There is a concurrent issue of C$226.6 million of subscription rights at a price of C$20.60 per receipt.

The maturity date of the debentures will be no later than the termination date of Aug. 15, 2011 if a planned acquisition of retail properties from Ivanhoe Cambridge for C$572 million is not completed, or the maturity date will be extended to Nov. 30, 2018 upon closing the acquisition of at least three of the five acquisition properties. They include Oakville Place, Burlington Mall, Tecumseh Mall, St. Albert Centre and Place Vertu.

The debentures are convertible at the option of the holder into trust units of Primaris Retail REIT at C$28.84 per trust unit.

Proceeds will be used to pay a portion of the purchase price for the properties to be acquired as well as the REIT's expenses for the acquisition. If only three or four of the five acquisition properties are acquired prior to Aug. 15, 2011, any additional proceeds may be used to reduce the size of the bridge loan that will be used to fund a portion of the purchase price or for general corporate purposes.

Primaris Retail is a Toronto-based REIT specializing in Canadian mid-market retail centers.

Issuer:Primaris Retail REIT
Issue:Extendible convertible debentures
Amount:C$75 million
Maturity date:Extendible to Nov. 30, 2018
Concurrent offering:C$226.6 million of subscription receipts at C$20.60 per receipt
Coupon:5.4%
Price:Par
Yield:5.4%
Conversion premium:40%
Conversion price:C$28.84
Pricing date:May 24
Lead managers:RBC Capital Markets (bookrunner) and CIBC World Markets Inc.
Stock ticker:Toronto: PMZ.UN
Stock price:C$20.92 as of close May 24

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