McCowan and Associates Ltd. entered into an arrangement agreement to acquire remaining 79.97% stake in Partners Real Estate Investment Trust (TSX:PAR.UN) ('REIT') from Grant Anthony, Moray Tawse and others for CAD 29 million on October 10, 2019. Under the agreement, McCowan (MAA) will pay CAD 0.78 per unit in cash. Upon completion, MAA’s stake in REIT will increase from 20.03% to 100%. MAA will finance the arrangement by drawing upon a bridge loan credit facility in the amount of CAD 31.2 million. Following completion of the transaction, the REIT intends to apply to be de-listed from the TSX and to cease to be a reporting issuer in all provinces and territories of Canada. Upon termination of the transaction, REIT agreed to pay MAA a termination fee of CAD 1.4 million and MAA will pay CAD 2 million to REIT. The transaction is subject to customary conditions, including court approval, regulatory approval and approval of at least 66 2/3% of the votes cast by Unitholders at the meeting and a simple majority of the votes cast by the REIT’s minority unitholders at the meeting, being all unitholders other than MAA and its affiliates. The Independent Committee, comprised of Grant Anthony and Colin Chapin, trustees of the REIT, has unanimously recommended that the Board approves the agreement. The Board of REIT has unanimously approved the transaction and recommends that unitholders vote in favor of the arrangement at the special meeting of unitholders. Certain unitholders holding 36.3% of the REIT, including Grant Anthony and Moray Tawse, have entered into support and voting agreements with MAA, to vote their units in favor of the transaction. Grant Anthony holds 7.23 million units and 0.07 million deferred units of the REIT while Moray Tawse holds 9.5 million units of the REIT. A special meeting of the shareholders of Partners Real Estate Investment Trust will be held on December 5, 2019 to approve the transaction. As on December 5, 2019, the transaction was approved by the shareholders of REIT. As on December 10, 2019, the transaction was approved by the Ontario Superior Court of Justice. As of December 5, 2019, the transaction is expected to close in December 2019. BMO Nesbitt Burns Inc. acted as financial advisor and fairness opinion provider to REIT. Jonathan Grant of McCarthy Tétrault LLP acted as legal advisor to REIT. Blair Franklin Capital Partners Inc. acted as financial advisor and fairness opinion provider and Blake, Cassels & Graydon LLP acted as legal counsel to the Independent Committee of REIT in connection with the transaction. Kristopher R. Hanc of Bennett Jones LLP acted as legal advisor to MAA. Grey Galea of RBC Dominion Securities Inc. acted as financial advisor for Moray Tawse. Computershare Trust Company of Canada acted as the depository to REIT. McCowan and Associates Ltd. completed the acquisition of remaining 79.97% stake in Partners Real Estate Investment Trust (TSX:PAR.UN) ('REIT') from Grant Anthony, Moray Tawse and others on December 11, 2019. With the completion of the arrangement, the units are expected to be delisted from the Toronto Stock Exchange at the close of business on December 13, 2019.