Orange Capital makes binding cash offer to buy League Assets Corp's interest in Partners REIT and the LAPP Global Asset

Orange Capital makes binding cash offer to buy League Assets Corp's interest 
in Partners REIT and the LAPP Global Asset Management Corp. Partners REIT 
Management Agreement 
TORONTO, Nov. 15, 2013 /CNW/ - Orange Capital, LLC ("Orange") announced on 
November 14, 2013 that it submitted an offer letter to League Assets Corp. 
("League") and PricewaterhouseCoopers (the court appointed "Monitor"), to 
purchase the 3,872,863 units of Partners REIT owned by IGW Public LP, a 
subsidiary of League. In addition, Orange has also offered to purchase 
League's right, title and interest in the Partners REIT Management Agreement 
(collectively, the "Offer"). 
Highlights of Orange's Offer include: 


    --  $6.00 all-cash purchase price, a 10% premium to Partners REIT
        current unit price
    --  Upfront payment of the termination fee owed to League under the
        Partners REIT management agreement on March 31, 2014
    --  Intention to offer employment to League's dedicated Partners
        REIT employees
    --  Aggregate proceeds of approximately $27 million to the League
        estate

"We believe our Offer is an attractive one, as it provides immediate 
substantial liquidity to the League estate and significantly improves the 
probability of a successful restructuring. Orange is in a position to 
transact quickly as our Offer is subject only to customary closing 
conditions", commented Daniel Lewis, Orange's Managing Partner.

Orange's Offer provides significant benefits to League's stakeholders, 
including:
    --  Removes all uncertainty surrounding the value of the Partners
        REIT units
    --  Eliminates the risk to League from any adverse outcome of the
        strategic review process by the independent trustees of
        Partners REIT as advised by National Bank of Canada
    --  Provides for 100% cash consideration not subject to financing
    --  Eliminates the need for League to obtain substantial, and
        expensive, DIP financing
    --  Addresses concerns by certain League creditors that have the
        Partners REIT units pledged as collateral

Partners REIT is a highly-levered public company that had been significantly 
over-distributing relative to its actual adjusted funds from operations. The 
unit price is down over 30% year to date and there are numerous factors that 
are likely to further erode the value of League's interest in Partners REIT. 
Last evening, Partners REIT announced that the distribution would be reduced 
by approximately 22%. In addition, given Partners REIT excessive financial 
leverage, unitholders, including League, are likely to be diluted by the 
issuance of new Partners REIT units. Finally, League, as manager of Partners 
REIT, is in a highly complex CCAA proceeding that is likely to have a 
continued negative effect on the equity value of Partners REIT. In light of 
all these factors we feel that our all-cash Offer is compelling.

Partners REIT is engaged in a strategic review process that is highly unlikely 
to yield an en-bloc offer at an all-cash premium given the REIT's over-levered 
structure, the current state of the REIT market, concern over liquidity of 
secondary market real estate, the recent distribution cut and the aggressive 
existing valuation at the current unit price. We understand that given this 
risk, Partners REIT is seeking other "strategic proposals" including vend-in 
transactions, combination transactions, strategic alliances, new equity issues 
and recapitalizations, none of which would offer liquidity to the League 
estate.

Orange has informed both the Monitor and League that it is open to discussing 
its Offer in detail in order to come to an agreement quickly for the benefit 
of the League estate and the secured creditors.

Advisors

Orange has engaged Trimaven Capital Advisors Inc. as its financial advisor and 
Norton Rose Fulbright Canada LLP as its legal advisor in connection with the 
Offer.

About Orange Capital LLC

Orange Capital, LLC is a New York based investment firm. The firm is a value 
oriented investor in event-driven securities. The firm allocates across the 
capital structure on an opportunistic basis. Orange Capital was co-founded in 
2005 by Daniel Lewis and Russell Hoffman. Prior to founding the firm, Orange 
Capital's portfolio manager, Daniel Lewis, was a director with Citigroup's 
Global Special Situations Group.

About Trimaven Capital Advisors Inc.

Trimaven Capital Inc. ("Trimaven") is an independently owned real estate 
investment bank based in Toronto. Trimaven offers clients highly specialized 
advice in mergers and acquisitions, including hostile and special situations, 
corporate finance, private equity and real estate asset advisory. Trimaven's 
clients include public, private and corporate owners of real estate as well as 
investment management firms and hedge funds. With a reputation and expertise 
built over 40 years of experience as owners, managers and advisors, Trimaven 
is known for its deep industry knowledge, quality advice, and transaction 
execution capabilities. Trimaven's principals are accomplished advisors with 
significant transactional experience. Prior to forming Trimaven, the 
principals advised on over $30 billion of transactions during their tenures at 
other top-tier firms.



SOURCE  Orange Capital, LLC 
Contact 
Daniel Lewis Orange Capital, LLC 212-375-6040 
Jeffrey Dean Trimaven Capital Advisors Inc. 416-602-6415 
Media 
Riyaz Lalani Bayfield Strategy, Inc. 416-907-9365 
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CO: Orange Capital, LLC
ST: Ontario
NI: FIN ORDER FIN REL  
-0- Nov/15/2013 16:55 GMT
 
 
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