First Capital Realty announces completion of $57.5 million offering of 4.45% convertible debentures

First Capital Realty Inc. (First Capital Realty), Canada's leading owner, developer and operator of supermarket and drugstore-anchored neighbourhood and community shopping centres, located predominantly in growing urban markets, announced that it closed its previously announced bought deal public offering of $57.5 million aggregate principal amount of 4.45% convertible unsecured subordinated debentures due February 28, 2020. The closing included $7.5 million aggregate principal amount of Debentures issued as a result of the exercise in full of the underwriters' option.
The $57.5 million aggregate principal amount of Debentures issued February 19, 2013 bear interest at the rate of 4.45% per annum payable semi-annually on March 31 and September 30 (commencing September 30, 2013), and are convertible at the option of the holder into common shares of First Capital Realty at a conversion price of $26.75 per common share (being a conversion rate of approximately 37.3832 common shares per $1,000 principal amount of Debentures) until February 28, 2018 and thereafter at a conversion price of $27.75 per common share (being a conversion rate of approximately 36.0360 common shares per $1,000 principal amount of Debentures). The bought deal public offering was underwritten by a syndicate led by Scotiabank and TD Securities Inc. and including CIBC, RBC Capital Markets, BMO Capital Markets, National Bank Financial Inc., Canaccord Genuity Corp. and Macquarie Capital Markets Canada Ltd.
Consistent with First Capital Realty's practice in respect of all of its outstanding convertible debentures, and subject to any required regulatory approvals, it is First Capital Realty's current intention to satisfy the interest payable, and the principal on redemption or at maturity, by issuing to holders of Debentures that number of First Capital Realty common shares obtained by dividing the amount payable by 97% of the volume-weighted average trading price of the common shares on the Toronto Stock Exchange for the 20 consecutive trading days ending five trading days prior to the interest payment date or date of redemption or maturity.
The Debentures, which are conditionally approved for listing on the TSX under the symbol FCR.DB.J, were issued pursuant to First Capital Realty's trust indenture dated December 19, 2005, as supplemented, and rank pari passu with all of First Capital Realty's other outstanding convertible unsecured subordinated debentures.
First Capital Realty will use the net proceeds from the offering for development and redevelopment activities, acquisitions and for general corporate purposes.
The securities offered have not been, and will not be, registered under the United States Securities Act of 1933, as amended, or any state securities laws, and, subject to certain exceptions, may not be offered, sold or delivered, directly or indirectly, in the U.S. or to or for the account or benefit of U.S. persons. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

on February 19, 2013