TORONTO, Oct. 06, 2025 (GLOBE NEWSWIRE) -- Primaris Real Estate Investment Trust ("Primaris" or the "REIT" or the "Trust") (TSX:PMZ) announced today that it has agreed to acquire a 100% interest in Promenades St-Bruno in Montreal, Quebec from Cadillac Fairview (the "Vendor") for aggregate consideration of $565.0 million, to be satisfied by a combination of cash and equity, subject to certain conditions (the "Acquisition"). The Acquisition further builds Primaris' track record of successfully acquiring market leading shopping centres in growing Canadian markets.
Highlights
The Acquisition is expected to be approximately $0.04 accretive to annualized fully diluted FFO** per unit;
Average Net Debt** to Adjusted EBITDA** is anticipated to remain within the target range of 4.0x to 6.0x;
Proforma same store sales productivity increases from $784 per square foot to $791;
Increases 2025 guidance:
FFO** per unit raised from $1.74 to $1.79, to $1.78 to $1.82;
Same Property Cash NOI** growth raised from 3.0% to 4.0%, to 4.0% to 5.0%;
The equity contractually due to the Vendor under the terms of the Acquisition will be, assuming exercise in full of the underwriters' over-allotment option, fully satisfied through the Offering (as defined below) with the net proceeds of the Offering payable to the Vendor on closing of the Acquisition; and
The offering will increase the REIT's diluted unit count by approximately 9% and its basic unit count by approximately 11%, significantly enhancing float and trading liquidity.
"Promenades St-Bruno has all the characteristics which Primaris targets in acquisitions: over $271 million in annual sales, $917 in sales per square foot, and 154 acres of land in Canada's second largest and growing market of Montreal, adjacent to mass transit," said Patrick Sullivan, President and Chief Operating Officer. "There is significant NOI growth potential including leasing up vacant and temporarily tenanted space, and optimizing former department store space."
Rags Davloor, Chief Financial Officer added, "High quality acquisitions combined with industry leading credit metrics demonstrate the strategic advantages of Primaris' differentiated financial model. Our commitment to our extremely well capitalized balance sheet is key to Primaris' profile as a highly credible transaction counterparty."
"Primaris' high quality acquisitions exceed $1.5 billion in 2025 and $3.3 billion since 2021. All of these acquisitions offer strong NOI growth potential and significant excess land," said Alex Avery, Chief Executive Officer. "We have materially expanded, and enhanced the overall quality of our enclosed shopping centre portfolio since 2021, driving the portfolio's proforma annual same store sales productivity to $791 per square foot. The concurrent equity offering increases Primaris' public float and enhances the trading liquidity of Primaris' units, to the benefit of all unitholders."
Transaction Highlights of Acquisition
Aggregate consideration of $565.0 million is comprised of:
$320.0 million of cash;
$160.0 million of series A units of the Trust ("Consideration Units") at an issue price of $21.40 per unit (the "Issue Price"), being the NAV** per unit disclosed in the Trust's most recently published Management's Discussion and Analysis ("MD&A") as of the date of the Acquisition's letter of intent; and
$85.0 million of 6.00% exchangeable preferred units (the "Preferred LP Units", and together with the Consideration Units, the "Equity Consideration"), in a subsidiary limited partnership, which Preferred LP Units shall be exchangeable into series A trust units of the Trust ("REIT Units") at an exchange price equal to the Issue Price per REIT Unit, subject to customary adjustments.
In accordance with the terms of the Acquisition, Primaris has elected to satisfy the Equity Consideration through the Offering. Assuming the full exercise of the over-allotment option, a total of 11,448,599 REIT Units will be issued, reflecting the aggregate number of REIT Units represented by both the Consideration Units and the REIT Units underlying the Preferred LP Units. The Vendor has agreed to accept the net proceeds of the Offering in lieu of, and in full satisfaction of, the Consideration Units and LP Preferred Units on closing of the Acquisition. If the over-allotment option is not exercised in full prior to the closing of the Acquisition, the REIT will be required, on the Acquisition closing, to make a cash payment to the Vendor equal to the difference between (i) the actual net proceeds of the Offering, and (ii) the net offering proceeds of the Offering that would have been received had the over-allotment option been exercised in full prior to and settled before the closing of the Acquisition. The REIT will fund this cash payment by drawing on its available credit facilities.
Promenades St-Bruno is unencumbered; and
The Acquisition is expected to close on October 10, 2025, subject to the satisfaction of customary closing conditions.
Proforma Primaris Portfolio
The composition of the consideration payable for the Acquisition allows Primaris to maintain its best-in-class capital structure and financial leverage metrics within the Trust's previously disclosed target range. Upon closing of the Acquisition, Promenades St-Bruno will become Primaris' 3rd largest shopping centre measured by all store sales volume.
(unaudited)
Primaris REIT
Promenades St-Bruno
ProformaPrimaris REIT
Total CRU Sales Volume ($'000)1
$
3,243,000
$
271,000
$
3,514,000
Same Store Sales Productivity2
$
784
$
917
$
791
Total Trade Area Population3
10,795,100
891,000
11,686,100
Total Trade Area Average Household Income3
$
117,000
