Greybrook Bayview Village Limited Partnership
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FORM 45-106F2 - OFFERING MEMORANDUM FOR NON-QUALIFYING ISSUERS FOR PURCHASERS IN ALBERTA, BRITISH COLUMBIA, MANITOBA, NEW BRUNSWICK, NEWFOUNDLAND AND LABRADOR, NOVA SCOTIA, ONTARIO, PRINCE EDWARD ISLAND AND SASKATCHEWAN Date: January 3, 2019 The Issuer Name: Greybrook Bayview Village Limited Partnership (the “Partnership”) Head office: 890 Yonge Street, 7th Floor, Toronto, Ontario, M4W 3P4 Phone #: (416) 322-9700 E-mail address: [email protected] Fax #: (416) 322-7527 Currently listed or quoted? No. These securities do not trade on any exchange or market. Reporting issuer? No. SEDAR filer? No. The Offering Securities offered: Class A units of limited partnership interest in the Partnership (“Class A Units”) and class B units of limited partnership interest in the Partnership (“Class B Units”). Price per security: $100 per Class A Unit and US$100 per Class B Unit. Offering: $27,600,000 to be raised through the offering (the “Offering”) of Units (defined below). Class C units of limited partnership interest in the Partnership (“Class C Units”) will be issued exclusively to The Greybrook Bayview Village Trust (the “Trust”) in connection with the concurrent offering of units of the Trust. In this Offering Memorandum, Class A Units, Class B Units and Class C Units are collectively referred to as “Units”. Funds available under the Offering may not be sufficient to accomplish our proposed objectives. Minimum subscription 250 Class A Units ($25,000) amount: 250 Class B Units (US$25,000) In each case, subject to the right of the Partnership, at its sole discretion, to accept a subscription that is for less than the minimum subscription amount. Payment terms: Certified cheque, bank draft or wire transfer. Proposed closing date(s): February 19, 2019, or as such earlier or later date as may be agreed to by the Partnership and Lead Agent (defined below). Income tax consequences: There are important tax consequences to these securities. See item 6. Selling agent? Yes. Greybrook Securities Inc. (the “Lead Agent”), other dealers appointed by the Partnership that are acceptable to the Lead Agent (the “Co-Agents”) and other dealers appointed by the Lead Agent. In this Offering Memorandum, the Lead Agent and the Co-Agents are sometimes referred to, collectively, as the “Agents”. See item 7. Resale restrictions: You will be restricted from selling your securities for an indefinite period. See item 10. Purchaser’s rights: You have 2 business days to cancel your agreement to purchase these securities. If there is a misrepresentation in this Offering Memorandum, you have the right to sue either for damages or to cancel the agreement. See item 11. No securities regulatory authority or regulator has assessed the merits of these securities or reviewed this Offering Memorandum. Any representation to the contrary is an offence. This is a risky investment. See item 8. Appendix B and Defined Attached hereto as Appendix B and forming part of this Offering Memorandum is Terms: a confidential offering memorandum of the Partnership dated January 3, 2019 (the “OM”). Capitalized terms used but not otherwise defined herein have the respective meanings given to them in the OM. All of the schedules to the OM (including, without limitation, the investor presentations attached thereto as Schedule “C”) are incorporated herein by reference. To the extent that the contents of this Offering Memorandum conflict with the OM, this Offering Memorandum shall prevail. Currency: All dollar amounts in this Offering Memorandum are in Canadian dollars, unless otherwise indicated. References to “Canadian dollars” and “$” are references to the currency of Canada, and references to “US dollars” and “US$” are references to the currency of the United States of America (the “United States”). 3 Item 1: Use of Available Funds 1.1 Funds Offering(1) A. Amount to be raised by this offering $27,600,000 B. Selling commissions and fees $2,208,000(2) C. Estimated offering costs (e.g., legal, accounting, audit) $2,272,000(3) D. Available funds: D = A - (B+C) $23,120,000 E. Additional sources of funding required See note (4) F. Working capital deficiency $0 G. Total: G = (D+E) - F $23,120,000 Notes: (1) All dollar amounts are in Canadian dollars, unless otherwise indicated. The Partnership will convert all proceeds of the sale of Class B Units, which it will receive in US dollars, into Canadian dollars at the Closing Exchange Rate. (2) Represents a selling commission of 8% of the subscription price per Unit sold in the Offering payable to the Agents in connection with the Offering. (3) The figure presented is composed of $828,000 (representing the Structuring Fee), $420,000 (representing the Reporting Fee), $475,000 (representing the Cash Distribution Services Fee), $495,000 (representing the Offering and Maintenance Costs) and $54,000 (representing the Offering Expenses to be paid to the Lead Agent). The figure presented does not include the Success Fee, the Contingent Reporting Fee or the Early Sale Fee, as they will not be paid out of the proceeds of the Offering and it is not certain that they will ever be payable. The Success Fee, the Contingent Reporting Fee and the Early Sale Fee, if any or all of them become payable, will be paid out of the Partnership’s portion of the Remaining Distribution. (4) In connection with the Project, the Partnership will enter into a co-ownership agreement (the “Co-Ownership Agreement”) with Autumn Peak Limited Partnership (“Tribute”) and Autumn Peak Developments Inc. (the “Nominee”) to govern the co- ownership of the Property (defined below) and the development of the Project. The total capital contribution to be contributed to the Project by the Partnership and Tribute (collectively, the “Co-Owners”) will be $27,200,000 (the “Total Capital Contribution”), of which the Partnership will contribute $23,120,000 or 85% (the “Partnership Capital Contribution”) and Tribute will contribute $4,080,000 or 15% (the “Tribute Capital Contribution”). The purchase price of the Property (the “Property Purchase Price”) is $38,000,000, before adjustments. Pursuant to the Property Purchase Agreement, a total of $2,500,000 in deposits (the “Deposits”) has been paid to the Property Sellers. On the closing of the purchase and sale of the Property (the “Property Purchase Closing”), the Property Purchase Price will be satisfied by: (i) a land loan to be procured by the Co-Owners from a lender agreed to by the Co-Owners (the “Mortgage”); (ii) applying the full amount of the Deposits (being $2,500,000) against the Property Purchase Price; and (iii) funding the remaining balance (the “Outstanding Property Purchase Price”) using a portion of the Total Capital Contribution. The Co-Ownership Agreement will provide that any Project Financing (defined below) required, from time to time, will be obtained to the maximum extent possible by way of non-equity interim or long-term mortgage financing of the Property. Tribute will be responsible for arranging for Project Financing (including construction financing) by way of third party loan. Tribute will have no obligation to provide any loan to the Project, although Tribute may do so at its option without the consent of the Partnership. The Partnership will have no obligation to contribute any cash to the Co-Ownership or the Project that is additional to the Partnership Capital Contribution. See the sections entitled “Summary”, “Business of the Partnership – The Co-Ownership Agreement – Total Capital Contribution”, “Business of the Partnership – The Co-Ownership Agreement” and “Plan of Distribution” in the OM. 1.2 Use of Available Funds The available funds will be used by the Partnership for the purposes set forth in the table below. Description of intended use of available funds listed in order of priority Offering Funding of 85% of the Outstanding Property Purchase Price (before adjustments) $14,025,000(1) Reimbursing the Nominee 85% of the amount of the Deposits $2,125,000(2) Funding of 85% of (i) the Project’s pre-construction soft costs and other costs $6,970,000(3)(4) approved by the Partnership and Tribute and (ii) the closing costs incurred in connection with the Property Purchase Closing 4 Total: Equal to G in the Funds table above $23,120,000 Notes: (1) This amount is an approximate amount, as it will be subject to customary adjustments. (2) This will have the effect of ensuring that 85% of that portion of the aggregate of the Property Purchase Price that will not be funded using the proceeds of the Mortgage will be funded by the Partnership, with the balance being funded by Tribute. (3) This amount is an approximate amount. As the $14,025,000 amount shown in the table is subject to adjustment pursuant to the Property Purchase Agreement, the amount required to fund 85% of the costs enumerated in this line item will not equal exactly $6,970,000. (4) This amount ultimately will be lower than shown if Tribute does not fund the full amount of the Tribute Capital Contribution and, as a result, makes one or more Equalization Payments. See the sections entitled “Business of the Partnership – Purchase of the Partnership’s Interest in the Property”, “Business of the Partnership – The Co-Ownership Agreement” and “Plan of Distribution – Use of Proceeds” in the OM. 1.3 Reallocation – We intend to spend the available funds as stated. We will reallocate funds only for sound business reasons. Item 2: Business of the Partnership 2.1 Structure – The Partnership is a newly established limited partnership formed under the laws of the Province of Manitoba pursuant to a limited partnership agreement dated as of December 13, 2018, as amended and restated on January 3, 2019, between Greybrook Bayview Village GP Inc.