(All amounts are in US Dollars unless otherwise
stated.)
TORONTO, Jan. 2, 2020 /CNW/ - Firm Capital American Realty
Partners Corp. (the "Company"), (TSXV: FCA.U), (TSXV: FCA)
today announced that it has completed its previously announced
statutory plan of arrangement (the "Arrangement") under the
Business Corporations Act (Ontario) pursuant to which the Company
converted from a corporation into an investment trust named Firm
Capital American Realty Partners Trust (the "Trust"). Details
regarding the Arrangement are set forth in the Company's press
releases dated November 4, 2019 and
November 21, 2019 as well as the
management information circular prepared in connection with the
shareholders meeting held on December 12,
2019 which circular is available under the Trust's profile
on www.sedar.com.
Under the terms of the Arrangement, each outstanding common
share of the Company was exchanged for one unit of the Trust (each,
a "Trust Unit"). Qualifying shareholders of the Company were
offered the option to elect to receive exchangeable Class B limited
partnership units ("Exchangeable LP Units") in a partnership
controlled by the Trust in exchange for their common shares however
no elections for Exchangeable LP Units were received by the
Company.
Tax Consequences for Shareholders
Generally, the completion of the Arrangement will result in a
disposition of common shares of the Company for Canadian tax
purposes, and the immediate acquisition of Trust Units at a value
equal to US$6.51 (Cdn$8.46) per Trust Unit, the closing price of
the common shares of the Company under the trading symbol FCA.U on
the TSX Venture Exchange on December 31,
2019, the last trading day immediately preceding the
completion of the Arrangement. If a shareholder holds common shares
outside of a tax-sheltered vehicle (such as an RRSP, RRIF, RDSP,
RESP or TFSA) this may result in a taxable capital gain or loss to
report for 2020. This summary is of a general nature only and is
not intended to be, nor should it be construed to be legal or tax
advice to any particular shareholder. Shareholders are advised to
consult their own tax advisors with respect to the tax consequences
to them of the Trust conversion, having regard to their particular
circumstances.
It is anticipated that the common shares, debentures and
warrants of the Company will cease trading on the TSX Venture
Exchange at the end of trading on January 6,
2020 and the Trust Units, debentures and warrants of the
Trust will commence trading in substitution therefore at the
opening on January 7, 2020 under the
symbols FCA.UN (FCA.U for U.S. dollars), FCA.DB and FCA.WT.U,
respectively.
ABOUT FIRM CAPITAL AMERICAN REALTY PARTNERS TRUST
Firm
Capital American Realty Partners Trust is a U.S. focused real
estate investment entity that pursues real estate and debt
investments through the following platforms:
- Income Producing Real Estate Investments: Acquiring
income producing real estate assets in major cities across
the United States. Acquisitions
are completed solely by the Trust or in joint-venture partnership
with local industry expert partners who retain property management
responsibilities; and
- Mortgage Debt Investments: Real estate debt and equity
lending platform in major cities across the United States, focused on providing all
forms of bridge mortgage loans and joint venture capital.
FORWARD LOOKING INFORMATION
Certain information in
this news release constitutes forward-looking statements under
applicable securities law. Any statements that are contained in
this news release that are not statements of historical fact may be
deemed to be forward-looking statements. Forward-looking statements
are often identified by terms such as "may", "should",
"anticipate", "expect", "intend" and similar expressions.
Forward-looking statements in this press release include statements
relating to the timing of trading of the Trust's securities.
Forward-looking statements necessarily involve known and unknown
risks, including, without limitation, risks associated with general
economic conditions; adverse factors affecting the U.S. real estate
market generally or those specific markets in which the Trust holds
properties; volatility of real estate prices; inability to access
sufficient capital from internal and external sources, and/or
inability to access sufficient capital on favourable terms;
industry and government regulation; changes in legislation, income
tax and regulatory matters; the ability of the Trust to implement
its business strategies; competition; currency and interest rate
fluctuations and other risks, including those described in the
Company's (the predecessor issuer to the Trust) public disclosure
documents on SEDAR at www.sedar.com.
Readers are cautioned that the foregoing list is not exhaustive.
Readers are further cautioned not to place undue reliance on
forward-looking statements as there can be no assurance that the
plans, intentions or expectations upon which they are placed will
occur. Such information, although considered reasonable by
management at the time of preparation, may prove to be incorrect
and actual results may differ materially from those anticipated.
Forward-looking statements contained in this news release are
expressly qualified by this cautionary statement.
Neither the TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release. Additional information about the Trust is
available at www.firmcapital.com or www.sedar.com.
SOURCE Firm Capital American Realty Partners Corp.
