TORONTO, May 6, 2022 /CNW Telbec/ – Dream Asset Management Corporation (” DAM “), Dream DRR Asset Management LLC (” Dream Asset Manager “), Dream DRR Asset Management LP (” Dream Asset Manager LP “) and Dream DRR US Holdings Inc. (” DAM USCo “), entities that are controlled by Michael Cooper, the President and Chief Responsible Officer of Dream Unlimited Corp. (” Dream ” and collectively with DAM, Dream Asset Manager, Dream Asset Manager LP and Michael Cooper, the ” Dream Group “) announced today that, in connection with an initial public offering (the “Offering“) of units (“Units“) of Dream Residential Real Estate Investment Trust (the “Issuer“) and the indirect acquisition (the “Acquisition“) by the Issuer of a portfolio of 16 multi-family residential properties located in the United States (“Initial Portfolio“), the Dream Group acquired beneficial ownership of, or control or direction over an aggregate of 784,614 Units and 1,548,921 Class B units (“Class B Units“) of DRR Holdings LLC, a Delaware limited liability company and the operating subsidiary of the Issuer at a price of US$13.00 per unit. The Class B Units are, in all material respects, economically equivalent to the Units and are redeemable under certain circumstances by the holder thereof for cash or, as determined by Holdco LLC and as directed by the Issuer in its sole discretion, Units (on a one-for-one basis).
Pursuant to the Offering and the Acquisition: (i) DAM committed to purchase 576,923 Units in the Offering; (ii) in recognition of advisory services provided to the Issuer by Dream Asset Manager, 169,230 Units were issued to Dream Asset Manager LP at the offering price; and (iii) an aggregate of 38,461 Units and 1,548,921 Class B Units were issued to DAM USCo in connection with the Acquisition of the Initial Portfolio.
Immediately prior to the completion of the Offering and the Acquisition, the Dream Group did not have beneficial ownership of, or control or direction over any Units or Class B Units.
Immediately following the completion of the Offering and the Acquisition, the Dream Group beneficially owns, or has control or direction over, an aggregate of 784,614 Units and 1,548,921 Class B Units, together representing an aggregate approximate 11.8% effective ownership interest in the Issuer (determined as if all of the Class B Units are redeemed for Units).
The Units and Class B Units were valued at a price per share of US$13.00 on the closing of the Offering, or aggregate consideration of approximately US$30.3 million (C$16.67 per unit or aggregate consideration of approximately C$38.9 million based on the rate of exchange posted by the Bank of Canada on May 5, 2022 for conversion of U.S. dollars into Canadian dollars of US$1.00 = C$1.2822).
The Units held by the Dream Group are held for investment purposes. The Dream Group intends to evaluate its investment in Units on a continuing basis and either may acquire Units or decrease its holdings of Units in the future. Dream is controlled by Mr. Michael Cooper, President and Chief Responsible Officer. Michael Cooper holds an approximate 49% economic interest and 88% voting interest in Dream. A subsidiary of Dream will act as the asset manager for the Issuer. The Dream Group have no current intention, but depending on market conditions, general economic and industry conditions, the Issuer’s business and financial condition and/or other relevant factors, the Dream Group may in the future form an intention, with respect to one or more of the transactions or matters referred to in paragraphs (b) through (k) above.
This press release is being issued pursuant to the requirements of National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues (“NI 62-103“) of the Canadian Securities Administrators. A copy of the report to be filed by Dream Unlimited Corp. in connection with the acquisition of Units and Class B Units described herein will be available on the Issuer’s SEDAR profile at www.sedar.com, and can also be obtained by contacting Mr. Robert Hughes, General Counsel, Dream Residential Real Estate Investment Trust at 416-365-3535.
The address and head office of the Issuer is located at 30 Adelaide Street East, Suite 301, Toronto, Ontario, M5C 3H1.
SOURCE Dream Residential Real Estate Investment Trust