Kingsett Real Estate Growth Lp No. 7 and KingSett Canadian Real Estate Income Fund managed by KingSett Capital, along with Galaxy Value Add Fund LP, Galaxy Real Estate Core Fund LP and D.D. Acquisitions Partnership (affiliate of Starlight Group) offered to acquire 87% stake in Northview Apartment Real Estate Investment Trust (TSX:NVU.UN) for CAD 2.2 billion on October 2, 2019. The parties entered into an agreement on February 19, 2020. Pursuant to the terms of agreement, the buyers will acquire Northview Apartment Real Estate Investment Trust units for CAD 36.25 each in cash in a transaction valued at CAD 4.8 billion including net debt. Unitholders will be able to elect to receive 100% of the offer price in the form of cash. Alternatively, unitholders may elect to receive all or a portion of the offer price in units of a new, multi-residential fund that would own a geographically diverse portfolio of Northview properties located in six Canadian provinces and two territories. Unit-holders will have the option to elect to receive partial consideration on a tax-free rollover basis in units of a Canadian High Yield Multi-Residential Fund, to be publicly listed on closing of the transaction. Starlight Investments’ already existing interest in Northview Apartment Real Estate Investment Trust which will be rolled into the acquiring entities. Northview Apartment Real Estate Investment Trust has secured a ‘Go-Shop’ period of 30 days, starting February 19, 2020 and ending on March 20, 2020, to actively solicit, evaluate and enter into negotiations with third parties that express an interest in acquiring the company. Northview Apartment Real Estate has the option to extend the Go-Shop Period by up to 30 days (to April 21, 2020). As of May 25, 2020, the deadline for Unitholders to elect the form of consideration, including to receive units of a new high-yield multi-residential fund is, June 5, 2020. As of June 15, 2020, Northview Apartment Real Estate Investment Trust holders of Trust Units and Special Voting Units (Units) have elected to receive an aggregate of 5.4 million Class C Units of the Northview Canadian High Yield Residential Fund as consideration under the proposed plan of arrangement, where Northview will be acquired by affiliates of Starlight and KingSett Capital for consideration of CAD 36.25 per Northview Trust Unit. KingSett Capital has selected certain core properties, comprising approximately 17% of the Northview portfolio that will be acquired by a joint venture between KingSett Canadian Real Estate Income Fund and Starlight Investments, while the balance will be acquired in a joint venture between KingSett Real Estate Growth LP No. 7 and Starlight Investments. Each joint venture intends to retain Starlight Investments to act as asset manager for its respective portfolios. In the event, if Northview Apartment Real Estate Investment Trust is successful in completing a transaction pursuant to a superior proposal received during the Go-Shop Period, there will be a termination fee payable to buyers of CAD 88 million and if a transaction is completed pursuant to a superior proposal received following the expiry of the go-shop period, buyers will be entitled to a termination fee of CAD 88 million. KingSett Capital and Starlight Investments will have the right to match any superior proposals received either during or after the go-shop period. Northview Apartment Real Estate Investment Trust’s site level employees, operational staff, as well as its offices in Calgary and Toronto shall be retained. The go-shop period has expired on March 23, 2020 as Northview Apartment Real Estate did not receive a superior proposal. Northview has waived existing standstill arrangements which bind Starlight and KingSett, effective immediately, so that Starlight, KingSett and their affiliates will be permitted to purchase units of Northview in the market prior to closing of the transaction, provided that the number of units, together with the existing units owned by Starlight, does not exceed 19.9% of the outstanding units of Northview. The transaction requires approval of at least 66 2/3% of the votes cast by unitholders of Northview Apartment Real Estate Investment Trust, as well as the approval by a simple majority of votes cast by disinterested unitholders and holders of special voting units, excluding Starlight Investments, its affiliates and any other unitholders required to be excluded under Multilateral Instrument 61-101. The transaction is also subject to approval of the Alberta Court of Queen’s Bench, regulatory approvals, consents and approvals from Canada Mortgage and Housing Corporation and certain of Northview Apartment Real Estate Investment Trust’s lenders and the satisfaction of other customary closing conditions. The transaction is not subject to a financing condition. A special committee comprised of independent trustees of Northview Apartment Real Estate Investment Trust has unanimously recommended that the Board of Trustees to approve the transaction. Northview Apartment Real Estate Investment Trust’s Board unanimously recommends the unitholders to vote in favor of transaction. In addition to Starlight Investments, Northview Apartment Real Estate Investment Trust’s trustees and officers have entered into voting and support agreements in favor of the transaction. On April 23, 2020, Northview was granted an interim order by the Alberta Court of Queen’s Bench regarding the arrangement. As of May 29, 2020, the Court of Queen's Bench of Alberta has granted a final order approving the plan of arrangement. Northview’s annual general and special meeting of unitholders at which approval for the transaction will be sought, will be held on May 25, 2020. Closing conditions relating to approvals required under the Competition Act (Canada) were met on April 29, 2020. As on May 25, 2020, the shareholders of Northview Apartment Real Estate Investment Trust approved the transaction. The purchasers have waived material closing conditions, including consents from Canada Mortgage Housing Corporation and lenders. The transaction is expected to close during the third quarter of 2020. The transaction is expected to be completed in the week of November 2, 2020. Fred R. Pletcher, Graeme Martindale, Randy Morphy, Alan Sless, Subrata Bhattacharjee, David T. Madsen and Denes Rothschild of Borden Ladner Gervais LLP acted as legal advisor while Scotiabank acted as financial advisor and provided fairness opinion to the Board of Northview Apartment Real Estate Investment Trust. National Bank Financial Inc. acted as financial advisor and provided fairness opinion and formal valuation service while Stephen Pincus, Jon Feldman, Jon Northup and Jarrett Freeman of Goodmans LLP acted as legal advisor for the special committee of Northview Apartment Real Estate Investment Trust. CIBC World Markets Inc. acted as financial advisor while William Fung, Alexander Moore, Silvana D’Alimonte, Andrew Spiro and Peter Lee of Blake, Cassels & Graydon LLP, Manny Pressman, Andrew Aziz, Jack Silverson, David Davachi, Joyce Bernasek, Peter Glossop and Ryan Nielsen of Osler, Hoskin & Harcourt LLP, Barbara Lanys and Evelyne Kostanska of Bloom Lanys Professional Corporation and Stikeman Elliott LLP acted as legal advisors for buyers. RBC Capital Markets and TD Securities Inc. acted as financial advisors for KingSett. Canadian Imperial Bank of Commerce is acting as sole underwriter on the credit facilities in support of the acquisition. Purchasers have retained Shorecrest Group to act as proxy solicitation agent to assist with Northview’s solicitation of proxies. Computershare Trust Company of Canada acted as information agent for Northview Apartment Real Estate Investment Trust. TSX Trust Company acted as depositary for the transaction. Kingsett Real Estate Growth Lp No. 7 and KingSett Canadian Real Estate Income Fund managed by KingSett Capital, along with Galaxy Value Add Fund LP, Galaxy Real Estate Core Fund LP and D.D. Acquisitions Partnership (affiliate of Starlight Group) completed the acquisition of 87% stake in Northview Apartment Real Estate Investment Trust (TSX:NVU.UN) on November 2, 2020.