H&R's use of non-GAAP financial measures are described in more detail in H&R's public filings, which can be found on our website and at www.sedar.com. I would now like to introduce Mr. Tom Hofstedter, Chief Executive Officer of H&R REIT. Please go ahead, Mr. Hofstedter. Good morning, everyone, and welcome to today's conference call, where we will discuss the first steps made in our strategic repositioning announced earlier this morning. On the call with me here today is Larry Froom, Executive Vice President and Chief Financial Officer, Alex Avery, Executive Vice President, Asset Management and Strategic Initiatives, and Robyn Kestenberg, Executive Vice President, Corporate Development. Over the past few years, H&R's board management team has been working hard to better align the REIT's business model with investor preferences. REIT's ownership of The Bow has been a characteristic element of the REIT's profile for more than a decade and something investors have focused on as a key risk, elevating the REIT's cost of equity and limiting strategic flexibility. Today's CAD 1.5 billion office portfolio sale is a critical step forward on our path to achieving a more simplified structure and is evidence of our commitment to our strategic repositioning. By substantially reducing the REIT's Calgary office exposure and improving our tenant concentration profile, we are addressing significant issues of concern as voiced by our unitholders. With today's announcement, we are now in position to enhance financial flexibility, enabling us to execute on the next steps of our strategic repositioning. The Bow and Bell Campus office transaction is comprised of three key elements. One. The first is of 100% ownership of the land and building of The Bow, together with a 40% interest in net land payable under the Ovintiv lease for gross proceeds of CAD 613 million. Two, the effective sale of a 45% interest in the Ovintiv lease to Deutsche Bank through a securitization structure for gross proceeds of CAD 418 million. Finally, the sale of 100% of the Bell Campus for gross proceeds of CAD 439 million. On closing, these sales will generate approximately CAD 800 million of cash proceeds, net of associated mortgage repayments and transaction costs. Of significant importance, the transaction also includes an option in favor of H&R that allows us to repurchase The Bow on expiry of the Ovintiv lease in May 2038 for CAD 735 million, or 60% of today's total transaction value. Per square foot terms, the transaction services approximately CAD 608 per square foot of value from The Bow, as compared to the repurchase option at a price of CAD 368 per square foot, which is 40% below today's transaction value. This option gives the REIT the ability to capture upside in the value of The Bow as the Calgary office market recovers over the next 17 years while providing substantial cash proceeds today to allow the REIT to pursue other opportunities. I'll now turn the call over to Larry to discuss a few financial implications. Thank you, Tom. Good morning, everyone. The transactions announced today effectively reduce the REIT's held office exposure from 9%- 3% on a fair value basis and reduce Ovintiv's share of REIT revenues from 12%- 2%, and Bell Canada's revenues from 9%- 5%. These two tenants make up 21% of H&R's total revenue at Q1 2021. On a pro forma basis, our top 10 tenants will comprise 34% of total revenue, an improvement from 44% of revenue as at the end of Q1. The dispositions will reduce annualized cash FFO by approximately CAD 0.20 per unit, assuming 100% of the proceeds were used to repay debt. This dilution in FFO will largely be offset by the lease up of River Landing and Jackson Park. From a balance sheet perspective, the transaction reduces debt to total assets from 50% to approximately 44% on a proportionately consolidated basis. From approximately 10x debt to EBITDA on a trailing basis at Q1 2021 to 8.6x on a pro forma 2022 EBITDA, which includes the lease-up assumptions for River Landing and Jackson Park. The REIT will have legally disposed of its interest in The Bow property, but due to the repurchase option in favor of H&R and in accordance with IFRIC 15, The Bow transaction will not be treated as a disposition for accounting purposes. The Bow will continue to be recorded as an asset on the balance sheet, with the proceeds from the sale being recorded as deferred revenue, with both items being amortized over the remaining term of the lease. The sale of the 45% interest in Ovintiv lease to Deutsche Bank will be treated as prepaid rent for income tax purposes and recorded as deferred revenue on our balance sheets. It is expected that this transaction will generate taxable income of approximately CAD 225 million, or CAD 0.75 per unit of taxable income, including both recapture income and capital gains. We anticipate that a special distribution will be required and will provide you with full details in the coming months once they are finalized. I will now turn the call back to Tom. Thank you, Larry. While we are sharing good news, let me provide an update on the continued strong momentum we have been experiencing at Jackson Park and River Landing. Committed occupancy at Jackson Park recovered sharply, reaching 97% to date, effectively making the project fully leased. River Landing in Miami has seen a similarly remarkable pace of leasing momentum with over 86% of the residential units now leased. The retail component of River Landing is over 95% leased, and the office is now 36% leased with advanced lease negotiations on substantially all of the remaining office space. Management now expects the overall development to reach stabilization of 95% leased up by the end of the year, a full year ahead of our previous expectations. Upon stabilization, Jackson Park and River Landing are expected to contribute approximately CAD 25 million and CAD 30 million of incremental annualized NOI, respectively. The combined CAD 55 million is expected to add approximately CAD 0.18 per unit of annualized FFO, offsetting most of the impact on FFO per unit of the office transaction we are announcing today. The REIT has also recently completed the sale of its interest in 16 industrial properties aggregating approximately 900,000 sq ft, owned through its joint venture with Crestpoint and PSP, for CAD 162 million at the REIT share, reflecting a 4.1% cap rate and a 28% premium to the REIT's last IFRS fair value of the properties. Management and the board plan to continue to pursue opportunities to further streamline and simplify the REIT's portfolio and structure to better align with investor preferences. Earlier this year, we outlined plans to create at least one new REIT entity in 2021. With today's announcement, we remain on track to achieve our goal, which we believe will materially enhance the value of our units. We appreciate the patience and support of our unitholders as we work through the execution of our strategic initiatives. We'd now be pleased to answer any questions from call participants. Operator, please open the lines for questions. At this time, if you'd like to ask a question, please press star one on your telephone keypad and star one again if you would like to withdraw your question. We'll pause for just a moment to compile the Q&A roster. Our first question is from Matt Logan with RBC Capital Markets. Your line is open. Thank you, good morning. Good morning. Would you guys be able to provide any early thoughts on the nature or quantum of the planned special distribution? No, we're still finalizing that, Matt. We've still got to figure out the tax, any other sales. It's just interim guidance that we've given right now. Really don't have anything further to comment other than what we've said. Fair enough. In terms of the planned creation of new public entities, has there been any further thought on which entity might be spun out later this year? Absolutely. Plenty of further thought. Just can't share them with you, Matt. Sorry. Stay tuned. Maybe a couple other ones, changing gears here. In terms of the South Block portion of The Bow, what was the logic in retaining that piece of the building? It's land for future development. It has no revenue potential for our buyers and therefore they didn't really have an interest in it. Lastly, any thoughts on why the pursuit of a secured lease financing arrangement versus just an outright sale? Sure. To maximize value, the components came together creating a higher value than an outright sale. This is a structured financing. It's a large transaction, especially in anything in the Canadian marketplace, this would be deemed to be one of the largest transactions. Very hard to find a buyer who take on that liability. By piecing it into two different components, you're effectively dividing the asset into smaller buckets, which are now more easily sellable. Quite frankly, I don't think it's reflective necessarily of the strength of the Calgary market. I think this is a structured finance deal. Sorry, Matt, I was just joking beforehand. On the answer to your question of any more guidance as to what will happen, spin out or IPO, we hope to have something by the end of the year finalized. Stay tuned. It's not in Neverland. Well, I appreciate the color, gentlemen. I'll turn the call back. Thank you. Thank you. Our next question is from Matt Kornack with National Bank Financial. Your line is open. Hi, guys. Just a quick question as to the residual exposure to Ovintiv. Can you just walk us through what would happen, in the case there was a default by them and what your exposure is ultimately at this point? Is it just the 15% residual lease component? Yes. Okay. The Deutsche transaction is entirely their exposure to Ovintiv. Yes, that's right. The Deutsche transaction really is just the cash flow. Look at it like they sold an unsecured piece of Ovintiv paper, and the logic being it's priced at a discount to where the bonds trade, and it's an arbitrage on the Ovintiv bonds. Okay. No, fair enough. It's not an uncommon phenomenon in the United States. We don't have in Canada, as you well know, bondable leases. This is one of the few animals that exist like this. Doesn't have the right of set-off, the other thing. It can be sold as a debt piece instrument. It's priced off of the Ovintiv bonds. I think it's fairly consistent with regards to a DCF approach. I guess if rents are above CAD 25 net or so in Calgary in 17 years, it may be an interesting purchase on your part to get back into that market. Yeah. If I can just add a little color to it. It's not the only asset in the world that's being sublet. Even our Bell facility in Mississauga has a substantial sublet component. Therefore, the logic being, at the end of the 17-year term, it'll probably be re-tenanted by other tenants who want the space, need the space, or could be Ovintiv at that point in time. You will be buying a cash flow stream of tenants, actually live bodies, logically speaking, who are actually occupying the building, and it'll have a value. The value we're paying, we can rebuy it at a price per square foot basis, could be an interesting play. Okay. No, makes sense. Don't forget, we don't have an option to buy. You can sell the option, you can actually sell the asset before you actually buy the asset. It's a one-way street whereby we can make money, can't lose money on it. No, it's nice optionality to have if Calgary comes back, which it may well. Then last one from me. With regards to the pro forma balance sheet, Larry, I missed your commentary there on debt to EBITDA. Also, does that include the industrial sale that you provided subsequently? Where would debt to EBITDA be, as well as debt to total assets on a proportional basis post these transactions? Yeah, sure. On a pro forma basis, we'll go down to 44% debt to total assets. That does include the pro forma of the sale of industrial assets. On the debt to EBITDA, as well includes the sale of both the sold assets. It goes down to 8.6 times, that includes the lease up for River Landing and Jackson Park, which as Tom's commentary indicated, we have leasing done that's pretty much gone much better than our expectations. By Q4, we'll start to see a vast improvement in our results from those two properties. Okay. No, great. Thanks, guys, and congrats on getting this done. I know there were a few kicks of the can in the past, so congratulations. Thank you. Again, just as a reminder, star one to ask a question. Our next question is from Sam Damiani with TD Securities. Your line is open. Thanks. Good morning, I'll say congratulations again. I'm sure this has been a lot of effort to get to this stage, so well done. The only question I have left on today's announcement is just on the Bell asset. What drove the pricing there, and any comment on the pricing versus IFRS? I think the answer to the question is there, it's not separate transactions, it's one transaction. It's just an allocation of price. We didn't really care. I don't think you should look at the pricing of the Bow or of the Bell reflective of market conditions. It's really just one asset, two different buckets by the buyer, and we didn't really care how it went. The deals were tied together. They couldn't buy one without the other. Got it. Just one final one for me on Jackson Park. Really great to see the lease-up. Any comment on the rents that you are getting or the change in the rents that you've been doing more recently versus a few months ago, and also on incentives? The rents haven't gone down. The rents have been basically the same as pre-pandemic. The concession started off at three to four months, depending on the lease term between 13 months and two years. They're now going to go back to, pretty well by the end of the year, back to the typical maximum one month concession, if that, in that marketplace. You're seeing that phenomenon right across New York, New Jersey. Quite frankly, there's been a huge recovery in the entire Manhattan market. Ours is more reflective of the students coming back for September. We lease like 700 units in the process of two months, which is unheard of. River Landing is just the strength of theirs. The concessions are burned off again to one month. It'll probably go down to zero pretty soon. It's the strength of the Miami market. We're seeing in all of the Lantower residential properties, concessions down and rental rates up. Overall, the rental rates are pretty much the same as pandemic. pandemic was, in our minds, just a bad nightmare that's hopefully ending in many cities sooner rather than later. That's great. Thank you again. Our next question is from Sumayya Syed with CIBC. Your line is open. Thanks. Good morning. With this deal today, you're obviously reducing your tenant concentration quite a bit. What does the office portfolio look like now qualitatively on a pro forma basis? Do you see more opportunities to reduce tenant concentration even further? A lot of our office portfolio will be announced in the not too distant future, is a lot of it has a residential intensification. A lot of our properties have the ability to go ahead and service value on residential. You're going to see a shift of a significant amount of our properties. Burnaby is an example. 55 Yonge, 145, and many others that have residential intensification. The real question is where is our mind as far as office use goes, work from home, all those type of things, which I don't think the world's landed on. We'll see where it goes. We're not looking to further increase our concentration in the office sector at this point in time. I think it's more a question of changing that into what's going to become ultimately a lot of residential for us, but we are not looking to increase our concentration in office. We will be increasing our concentration in the Lantower divisions and the industrial divisions through more development and acquisitions because the cap rates are just too low. Right. On a pro forma basis to your question, without the developments coming online, we'll be reducing from these transactions, the office exposure will be reduced to about 36% on a pro forma NOI, same-asset NOI basis. Okay, that's helpful. I guess on that point, after this deal, is it fair to assume that H&R is now well-positioned to create a stand-alone entity? Do you think there is more work to be done to prepare for that? No, financially, we are in a position. The question is about how much of a strength we have to give it to balance it, of not only the spin-off, the IPO, whatever it may be, versus what the H&R looks like after that. Strategically, we don't need to sell more assets to go ahead and embark on our next stage of our strategy. Yeah. These sales have set us up well on our balance sheet to determine the best course of action going forward. I think we have a strong balance sheet now. It's two issues. It's a balance sheet cash issue, and the other issue, of course, is concentration. If we want to sell the Bow, if we spin off our IPO and the A division, whatever that division may be, it creates a higher concentration in the Bow. We're not satisfied with the current concentration, obviously wouldn't be satisfied with a smaller H&R with a higher concentration. It's of paramount importance to conclude this transaction, spinning off the Bow, reducing our exposure to Bell, reducing our exposure to the office component, in order to, when we have a smaller company, the concentrations don't become an issue. Okay. That's great. Thank you. Our next question is from Matt Logan with RBC Capital Markets. Your line is open. Thank you. Just one quick follow-up question. In terms of the planned use of proceeds for the CAD 800 million, can you talk about which pieces of debt you plan to pay down first? Sure, Matt. There's about CAD 260 million of mortgages that we will be paying down, that's mortgages that are not related to the properties that we are selling. After we paid back CAD 250 million of a first tranche of mortgage bonds in June, we increased our bank lines. Our bank lines are currently about CAD 360 million. That'll be the first use of proceeds, then the mortgages of CAD 260 million. The balance, we have some options. We have either the two term loans that we have, CAD 250 million each, that the maturities are a couple of years out, or we have the debentures, a series of debentures maturing next year in May that we could elect to prepay it. We haven't decided what we'll use the last, call it CAD 250 million of proceeds for. Those are our options. Appreciate the color. Thank you very much, gentlemen. We have no further questions at this time. I'll turn the call back over to Mr. Hofstedter for any closing remarks. Thank you, and stay tuned. Chapter one is now just about over. Take care, everybody. Bye. Thank you, ladies and gentlemen. This concludes H&R Real Estate Investment Trust conference call. You may now disconnect.
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