Choice REIT AIF 2020
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ANNUAL INFORMATION FORM (for the year ended December 31, 2020) February 10, 2021 TABLE OF CONTENTS I. GLOSSARY 5 II. FORWARD-LOOKING STATEMENTS 16 III. NON-GAAP MEASURES 18 IV. LEGAL STRUCTURE OF CHOICE PROPERTIES 18 Name and Establishment 18 Intercorporate Relationships 18 V. GENERAL DEVELOPMENT OF THE BUSINESS 19 Acquisition of CREIT and Spin-Out of Choice Properties 19 Financing 19 Credit Facility 21 Term Loans 21 Mezzanine Financing Program 22 Acquisition, Disposition and Development Activity 22 Impact of COVID-19 26 VI. DESCRIPTION OF THE BUSINESS 27 Overview 27 Acquisitions 28 Development 28 Active Management 29 Principal Tenant — Loblaw 29 About Loblaw 29 Loblaw Leases 29 Leased Premises 30 Use 30 Term 30 Options to Extend 31 Annual Basic Rent 31 Additional Rent/Net Lease 31 Repair and Maintenance Responsibilities 31 Right to Cease Operation 32 Parking and Site Control 33 Alterations 33 Environmental Covenants 33 Assignment and Subletting 33 Damage and Destruction 34 Restrictive Covenants 34 Landlord and Tenant Expansion/Development Restrictions 35 Events of Default 35 Competition 36 Description of Third-Party Leases 36 Financial Performance 36 Intellectual Property 36 Employment 36 Environmental, Social and Governance 36 _______________________________________________________________________________________________________________________________ Choice Properties REIT 1 Annual Information Form (for the year ended December 31, 2020) VII. PROPERTIES HELD BY CHOICE PROPERTIES 37 Overview 37 Geographic Diversification 38 Top 10 Tenants 38 VIII. INVESTMENT GUIDELINES AND OPERATING POLICIES 38 Investment Guidelines 38 Operating Policies 40 Amendments to Investment Guidelines and Operating Policies 41 Regulatory Conflict 41 IX. DECLARATION OF TRUST AND DESCRIPTION OF UNITS 42 General 42 Authorized Capital and Outstanding Securities 42 Units 42 Special Voting Units 42 Issuance of Units 43 Purchase of Units 43 Limitations on Non-Resident Ownership of Units 43 Nomination of Trustees 43 Redemption Right 45 Trustees 47 Committees 47 Conflicts of Interest 48 Meetings of Voting Unitholders 48 Amendments to the Declaration of Trust and Other Extraordinary Matters 49 Take-Over Bids 50 Information and Reports 50 Rights of Unitholders 51 Non-Certificated Inventory System 51 X. THE PARTNERSHIP AND DESCRIPTION OF PARTNERSHIP UNITS 52 Partnership Units 52 Operation 52 Distributions 52 Allocation of Partnership Net Income 53 Transfer of LP Units 53 Amendments to the Limited Partnership Agreement 54 XI. DESCRIPTION OF THE UNSECURED DEBENTURES 55 General 56 Rank, Guarantees and Redemption 57 XII. DEBT MATURITIES 58 XIII. RATINGS 58 S&P Rating 59 DBRS Rating 59 XIV. MARKET FOR SECURITIES 60 Trading Price and Volume 60 _______________________________________________________________________________________________________________________________ Choice Properties REIT 2 Annual Information Form (for the year ended December 31, 2020) XV. DISTRIBUTION POLICY 60 Distribution Policy 60 Distribution Reinvestment Plan 61 XVI. RISK FACTORS 62 ENTERPRISE RISKS AND RISK MANAGEMENT 62 COVID-19 Pandemic 63 OPERATING RISKS AND RISK MANAGEMENT 64 Business Continuity 64 Economic Environment 64 Asset Management 64 Demographic and Tenant Changes 65 Information and Cyber Security 65 Property Valuation 66 Capitalization Rate Risk 66 Property Development and Construction 66 Regulatory Compliance 67 Workplace Health and Safety 67 Environmental Matters 67 Climate Change Risk 68 Acquisitions and Dispositions 69 Talent Management and Succession Planning 69 Tenant Concentration 70 Geographic Concentration 70 Data Governance and Decision Support 71 Competition 71 Vendor Management, Partnerships and Third-Party Service Providers 71 Shared Service Arrangements 71 Asset Class Diversification 71 Leasing Restrictions under the Strategic Alliance Agreement 71 Reliance on the Partnership 72 Significant Ownership by GWL 72 Acquisition of Future Properties from Loblaw 72 Sale and Financing Provisions under the Strategic Alliance Agreement 73 Potential Conflicts of Interest with Loblaw 73 FINANCIAL RISKS AND RISK MANAGEMENT 73 Interest Rate Risk 73 Liquidity and Capital Availability Risk 74 Liquidity of Real Property 74 Unit Price Risk 74 Credit Risk 75 Degree of Leverage 75 Credit Rating Risk 75 XVII. TRUSTEES AND OFFICERS OF THE TRUST 76 Trustees 76 Executive Officers 77 _______________________________________________________________________________________________________________________________ Choice Properties REIT 3 Annual Information Form (for the year ended December 31, 2020) Ownership of Securities 78 Conflicts of Interest 78 XVIII. MATERIAL CONTRACTS 78 Strategic Alliance Agreement 79 Exchange Agreement 83 XIX. LEGAL PROCEEDINGS AND REGULATORY ACTIONS 85 Legal Proceedings 85 Regulatory Actions 85 XX. INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS 85 XXI. AUDITOR, TRANSFER AGENT, REGISTRAR AND INDENTURE TRUSTEE 85 XXII. AUDIT COMMITTEE INFORMATION 86 XXIII. EXTERNAL AUDIT FEES 87 XXIV. ADDITIONAL INFORMATION 87 APPENDICES APPENDIX A - LIST OF PROPERTIES A-1 APPENDIX B - AUDIT COMMITTEE MANDATE B-1 _______________________________________________________________________________________________________________________________ Choice Properties REIT 4 Annual Information Form (for the year ended December 31, 2020) I. GLOSSARY “Acquisition Transaction” has the meaning given to that term under “General Development of the Business — Acquisition of Canadian Real Estate Investment Trust”. “Affiliates” has the meaning given to that term in National Instrument 45-106 — Prospectus Exemptions. “Aggregate Adjusted Assets” as at any date means, as at the relevant Calculation Reference Date, the Aggregate Assets, provided that the component amount thereof that would otherwise comprise the amount shown on the Trust’s balance sheet as “Investment properties” (or its equivalent) shall be instead calculated as the amount obtained by applying the Capitalization Factor as at such Calculation Reference Date to determine the fair value of the Trust’s assets that would comprise “Investment properties” as at such date, using the valuation methodology described by the Trust in its then most recently published annual or interim financial statements or management’s discussion and analysis, applied consistently in accordance with past practice. “Aggregate Assets” of the Trust as at any date means, the total assets of the Trust, excluding goodwill and future income tax assets, determined on a consolidated basis and in accordance with GAAP, and giving effect to the Proportionate Consolidation Adjustments and to the extent applicable, adjusted for any adjustments which correspond to those made in accordance with the definition of Consolidated EBITDA (other than fair value adjustments reflecting an increase or decrease in the fair value of investment properties). “AIF” means this annual information form of the Trust. “Assumed Debentures” means, collectively, the Series A-C Debentures, the Series B-C Debentures, the Series C- C Debentures and the Series D-C Debentures. “Assumed Indenture” means the trust indenture entered into between CREIT and the Assumed Indenture Trustee, dated as at June 11, 2013, pursuant to which the Assumed Debentures were created and issued. “Assumed Indenture Trustee” means Computershare Trust Company of Canada, for the Assumed Debentures. “Audit Committee” means the audit committee of the Board established pursuant to Section 9.2 of the Declaration of Trust. “BA” means bankers’ acceptance. “Board” means the Board of Trustees of the Trust. “Calculation Reference Date” means, with respect to any date, the last day of the most recently completed quarter of the Trust. “Capitalization Factor” of the Trust as at the relevant Calculation Reference Date means, the amount determined as the simple average of the weighted average capitalization rate published by the Trust in reference to the calculation of the fair value of its assets in the Trust’s annual or interim financial statements or management’s discussion and analysis published for each of the eight (8) most recently completed fiscal quarters (including the fiscal quarter in which the relevant Calculation Reference Date occurs). “CBCA” means the Canada Business Corporations Act, as amended. “CDS” means CDS Clearing and Depository Services Inc., together with its successors from time to time. “Change of Control” means: (a) in respect of the Trust Debentures, the acquisition by a person, or group of persons acting jointly or in concert, directly or indirectly, other than the Weston Group or a member of the Weston Group or LCL or any _______________________________________________________________________________________________________________________________ Choice Properties REIT 5 Annual Information Form (for the year ended December 31, 2020) of its Subsidiaries (in the event LCL ceases to be part of the Weston Group), of more than 50% of the aggregate voting rights attached to the Units and Special Voting Units of the Trust (taking into account: (i) full dilution from the exchange of all then-outstanding Class B LP Units into Units of the Trust; and (ii) in respect of any other securities that are convertible or exchangeable into Units of the Trust, only dilution resulting from the conversion or exercise of such other convertible or exchangeable securities held by such person or group of persons); and (b) in respect of the outstanding Assumed Debentures, the acquisition by a person, or group of persons acting