Crombie REIT Announces Closing of $991.3 Million Acquisition

STELLARTON, NS, Nov. 4, 2013 /CNW/ - Crombie Real Estate Investment Trust 
(TSX: CRR.UN) announced today that it has closed its previously announced 
acquisition of a portfolio of seventy (70) retail properties representing 
approximately 3.0 million square feet of 100% occupied gross leasable area. 
The properties were acquired from a wholly-owned subsidiary of Sobeys Inc. for 
an aggregate purchase price of $991.3 million, subject to certain customary 
adjustments, in accordance with the acquisition agreement announced on July 
24, 2013, Unitholder approval received at a Special Meeting of Unitholders on 
September 19, 2013 and regulatory approval. 
Pursuant to the acquisition agreement, two of the original proposed properties 
were excluded from the transaction and replaced by four other properties, 
resulting in the final acquisition being adjusted from 68 properties to 70 
properties and from a $990 million purchase price to a $991.3 million purchase 
"We are excited to have this important strategic acquisition completed," said 
Donald E. Clow, FCA, President and Chief Executive Officer of Crombie. 
"Adding 70 high quality grocery-anchored retail properties, primarily located 
in large urban centres in Western Canada, further demonstrates Crombie's 
strategy of growth in Canada's top 36 markets and validates Crombie as a truly 
national landlord. These assets provide us with a strong base in this 
important region of Canada and are a clear indication of the continued 
strategic advantage of our relationship with both Sobeys and Empire." 
Crombie funded the acquisition purchase price through the application of 
proceeds from various sources: 

    --  Net proceeds of $213.9 million of Crombie Units issued via a
        public offering of Subscription Receipts completed in August,
    --  $75 million from proceeds of Series E Extendible Convertible
        Unsecured Subordinated Debentures issued via a public offering
        completed in August, 2013;
    --  $150 million issue of Class B limited partnership units of
        Crombie Limited Partnership via private placement to ECL
        Developments Limited, a wholly-owned subsidiary of Empire
        Company Limited completed contemporaneously with closing;
    --  $547.8 million in bank credit facilities; and
    --  $4.6 million in other customary adjustments.

The bank credit facilities are expected to receive immediate repayment of 
$478.6 million by way of:
    --  Net proceeds of Crombie's issue of $175 million of 3.986%
        Series A Notes (Senior Unsecured) due October 31, 2018 issued
        with a provisional rating of BBB(low) stable trend from DBRS
        Limited; and
    --  Fixed rate mortgage proceeds of $304.2 million on mortgages
        with an average term of 9.5 years, an average interest rate of
        4.31% with 25 year amortizations.

Crombie has mortgage commitments to repay the residual balance on the bank 
credit facilities that are expected to close during the fourth quarter of 2013.

As a result of the completion of the property acquisition, each outstanding 
subscription receipt of Crombie has automatically been exchanged for one Unit 
of Crombie and a cash distribution-equivalent payment of CDN $0.14834 (being 
equal to the aggregate amount of distributions paid by Crombie per Unit for 
which record dates have occurred since the issuance of the subscription 
receipts), less any applicable withholding taxes. Trading in the 
subscription receipts has been halted on the Toronto Stock Exchange and 
Crombie expects that the subscription receipts will be delisted from the 
Toronto Stock Exchange after the close of markets today and that the Units 
issued in exchange for the subscription receipts will immediately commence 
trading on the Toronto Stock Exchange. Crombie further expects that holders of 
subscription receipts will receive in the upcoming days the Units and the 
distribution equivalent payment to which they are entitled.

An additional $0.07417, representing the amount per Unit of the cash 
distribution declared by Crombie with a record date of October 31, 2013 and a 
payment date of November 15, 2013, will be paid on November 15, 2013 to 
holders of the subscription receipts as of November 4, 2013. In addition, 
the maturity date of the Series E Extendible Convertible Unsecured 
Subordinated Debentures has been extended in accordance with their terms from 
March 12, 2014 to March 31, 2021.

Further information regarding the acquisition and the exchange of the 
subscription receipts is available under Crombie's issuer profile at

About Crombie

Crombie Real Estate Investment Trust is an unincorporated, open-ended real 
estate investment trust established under, and governed by, the laws of the 
Province of Ontario. The trust invests in income-producing retail, office and 
mixed-use properties in Canada, with a future growth strategy focused 
primarily on the acquisition of retail properties. Crombie REIT currently owns 
a portfolio of 250 commercial properties in all ten provinces, comprising 
approximately 17.6 million square feet of gross leasable area. More 
information about Crombie REIT can be found at

This news release may contain forward looking statements that reflect the 
current expectations of management of Crombie about Crombie's future results, 
performance, achievements, prospects and opportunities. Wherever possible, 
words such as "continue", "may", "will", "estimate", "anticipate", "believe", 
"expect", "intend" and similar expressions have been used to identify these 
forward looking statements. These statements reflect current beliefs and are 
based on information currently available to management of Crombie, and 
include, without limitation, statements regarding the expected completion of 
certain mortgage financing transactions which remain subject to closing 
conditions and market conditions, and the amount and timing of the repayment 
of credit facilities which remains subject to completion of certain mortgage 

Readers are cautioned that such forward-looking statements are subject to 
certain risks and uncertainties that could cause actual results to differ 
materially from these statements. Crombie can give no assurance that actual 
results will be consistent with these forward-looking statements. A number of 
factors, including those discussed in the Management Discussion and Analysis 
for the year ended December 31, 2012 under "Risk Management", could cause 
actual results, performance, achievements, prospects or opportunities to 
differ materially from the results discussed or implied in the forward-looking 
statements. These factors should be considered carefully and a reader should 
not place undue reliance on the forward looking statements. There can be no 
assurance that the expectations of management of Crombie will prove to be 

Additional information relating to Crombie can be found on Crombie's web site 
at or on the SEDAR web site for Canadian regulatory 
filings at

Mr. Glenn Hynes, FCA Chief Financial Officer and Secretary Crombie REIT (902) 
To view this news release in HTML formatting, please use the following URL: 
CO: Crombie REIT
ST: Nova Scotia
-0- Nov/04/2013 16:25 GMT
Press spacebar to pause and continue. Press esc to stop.