Morguard REIT Announces $150 Million Offering of Convertible Debentures and Forthcoming Redemption of 4.50% Convertible Unsecured Subordinated Debentures

/NOT FOR DISTRIBUTION IN THE UNITED STATES OR OVER UNITED STATES WIRE SERVICES/

TSX SYMBOL:    MRT.UN

TORONTO, Nov. 17, 2021 /CNW/ - Morguard Real Estate Investment Trust ("Morguard REIT" or the "REIT") (TSX: MRT.UN), announced today that it has entered into an agreement with a syndicate of underwriters, co-led by RBC Capital Markets, TD Securities Inc. and Scotiabank, with RBC Capital Markets and TD Securities Inc. acting as bookrunners, for the purchase by the underwriters, on a bought deal basis, subject to regulatory approval, of $150,000,000 aggregate principal amount of 5.25% convertible unsecured subordinated debentures due December 31, 2026 (the "Debentures"). The Debentures are convertible, at the option of the holder, into trust units of Morguard REIT at $7.80 per trust unit. Morguard REIT has granted an over-allotment option exercisable at any time up to 30 days after Closing, to acquire additional Debentures up to the lesser of $9,000,000 aggregate principal amount of Debentures and the Underwriters respective "Over-Allocation Position" as at the closing date.

As part of the transaction, Morguard Corporation intends to purchase $60,000,000 of the Debentures being offered.

The REIT also announced that it will redeem all of its outstanding 4.50% convertible unsecured subordinated debentures (the "2016 Debentures") on December 17, 2021 (the "Redemption Date"). The REIT intends to use the net proceeds from the offering, together with existing liquidity, to fund the redemption of the 2016 Debentures, which were issued on December 9, 2016, scheduled to mature on December 31, 2021 and have a par call date of January 1, 2021.

The redemption price has been determined in accordance with the provisions of the trust indenture and the supplemental indenture related to the 2016 Debentures. The redemption price will be paid in cash and is $1,000 per 2016 Debenture together with accrued and unpaid interest on the 2016 Debentures up to, but excluding, the Redemption Date.

Notice of redemption has been delivered today, November 17, 2021, to CDS & Co. ("CDS") and the trustee, Computershare Trust Company of Canada.

Non-registered holders (banks, brokerage firms or other financial institutions) who maintain their interests in the 2016 Debentures through CDS should contact their CDS customer service representative with any questions about the redemption. Alternatively, beneficial holders with any questions about the redemption should contact their respective brokerage firm or financial institution, which holds interests in the 2016 Debentures through CDS on their behalf.

Morguard REIT will, by November 23, 2021, file with the securities commissions and other similar regulatory authorities in each of the provinces and territories of Canada, excluding Quebec, a preliminary short form prospectus relating to the issuance of the Debentures. The offering is expected to close on or about December 7, 2021.

This press release does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in any jurisdiction. The securities being offered have not been and will not be registered under the U.S. Securities Act of 1933 and state securities laws. Accordingly, the securities may not be offered or sold to U.S. persons except pursuant to applicable exemptions from registration requirements.

About Morguard REIT

The REIT is a closed-end real estate investment trust, which owns a diversified portfolio of 46 retail, office and industrial income producing properties in Canada with a book value of $2.5 billion and consisting of approximately 8.3 million square feet of leasable space.

For more information, please visit Morguard.com.

* * * *

Certain information in this press release may constitute forward-looking statements that involve a number of risks and uncertainties, including statements regarding the outlook for the REIT's business results of operations, proposed use of proceeds from the offering (including any redemption) and the timing thereof. Forward-looking statements use the words "believe," "expect," "anticipate," "may," "should," "intend," "estimate" and other similar terms, which do not relate to historical matters. Such forward-looking statements involve known and unknown risks and uncertainties and other factors that may cause the actual results to differ materially from those indicated. Such factors include, but are not limited to, general economic conditions, the availability of new competitive supply of commercial real estate that may become available either through construction or sublease, the REIT's ability to maintain occupancy and to lease or re-lease space on a timely basis at current or anticipated rates, tenant bankruptcies, financial difficulties and defaults, changes in interest rates, changes in operating costs, the REIT's ability to obtain adequate insurance coverage at a reasonable cost, the ability to complete potential acquisitions and the availability of financing. The REIT believes that the expectations reflected in forward-looking statements are based on reasonable assumptions; however, the REIT can give no assurance that actual results will be consistent with these forward-looking statements. Except as required by applicable law, the REIT disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise. Readers should be cautioned not to place undue reliance on the forward-looking statements.

SOURCE Morguard Real Estate Investment Trust