CAPITAL BLF INC. ALSO ANNOUNCES OTHER CHANGES TO ITS BOARD OF DIRECTORS, MANAGEMENT TEAM AND THE MANAGEMENT OF ITS ASSETS AND PROPERTIES
MONTREAL, Dec. 14, 2012 /CNW/ - (TSXV: BLF) Capital BLF Inc. (the "Corporation"), announced that a series of transactions forming part of a reorganization of the management of its assets and properties were completed today ("Reorganization").
Changes to Senior Management and the Board of Directors
Mathieu Duguay was appointed the new President and CEO and member of the Board (Frank Dottori resigned as a director). As a consequence, Claude Blanchet resigned as President and CEO and was appointed Chairman of the Board (Pierre Laflamme resigned as Chairman but will remain a director). Daniel Blanchette was appointed the new CFO and member of the Board (Pierre L. Martel resigned as CFO and a director and was appointed Vice-President, Finance). Marc Marois resigned as Chief of Operations, was appointed Vice-President, Investment and Asset Management and will remain as a director.
New Directors and Executive Officers of the Corporation
Mathieu Duguay - President and Chief Executive Officer and Director
Mathieu Duguay is Cogir's Executive Vice-President and 50% partner. Mr. Duguay has acquired over 15 years of experience working with Cogir. Over the years, Mr. Duguay has gained extensive knowledge and expertise of the real estate industry, including in respect of property and asset management, acquisition, development and financing activities.
Claude Blanchet - Chairman of the Board and Director
Claude Blanchet has more than 30 years of experience in the residential and commercial real estate industry. He was President, CEO and Vice President of the Board of Ashton Hill Financial Inc. (TSX-V:AHF-VN), Chairman of the Board and CEO of Société Générale de Financement du Québec and President and CEO of Fonds de Solidarité des Travailleurs du Québec (F.T.Q.). During his career, Mr. Blanchet is or was a director of various public and private companies, including Dacha Capital Inc. (TSX:DAC), Saputo Inc. (TSX:SAP), Cascades Inc. (TSX:CAS) and Domtar Inc. (TSX:DTC).
Daniel Blanchette - Chief Financial Officer and Director
Daniel Blanchette, CFA, received a Masters in Finance from the University of Sherbrooke. He started his career in real estate in 2000 working for a subsidiary of the Caisse de dépôt et placement du Québec. Since 2000, Mr. Blanchette has assisted and advised several private companies and other institutions on a wide range of real estate assets and transactions both in Canada and internationally, including acquisitions of real estate properties and portfolios, acquisitions of public and private companies, structured finance, real estate development, performance and risk analysis and several feasibility studies.
Marc Marois - Vice-President, Investment and Asset Management and Director
Marc Marois has more than 15 years of experience in the real estate business as an owner and a knowledgeable manager. Over the years, he has built a portfolio composed of multi-residential and commercial properties in the greater metropolitan area of Québec City. He operates a property management company which provides services to investors in relation to property acquisitions, investment opportunities' assessment, strategic planning for value creation, financing, property management and conversion of rental properties into condominiums. Marc was previously the Chief of Operations of the Corporation overseeing acquisitions of multi-residential properties in the Province of Québec.
Reorganization of Asset and Property Management
The other steps of the Reorganization that were completed today include, among others, the replacement of Multigest Management Inc. ("Multigest") (a corporation controlled by Claude Blanchet, Marc Marois and Pierre L. Martel), by First Investor, L.P. ("First Investor") (a limited partnership controlled by Mathieu Duguay, Marc Marois and Claude Blanchet) as the Corporation's new asset and property manager, the entering into by the Corporation of a new conditional asset management agreement with First Investor (the "New Asset Management Agreement") and a new conditional property management agreement (the "New Property Management Agreement") with Société de gestion Cogir s.e.n.c. ("Cogir") .
Multigest assigned today its current asset and property management agreements with the Corporation (the "Multigest Management Agreements") to First Investor and the Multigest Management Agreements were amended to provide for, among other things, the new management team for the Corporation as further described above. Upon closing of the next equity financing of the Corporation raising at least $5,000,000 in gross proceeds (the "Next Equity Financing") (provided it occurs within the next two years), the Multigest Management Agreements will be automatically terminated.
In addition, the property management agreement between Gestion Marc Marois Inc. ("Gestion Marois") and the Corporation (the "Gestion Marois Agreement") was assigned by the Corporation to First Investor and Gestion Marois was appointed by First Investor as a property manager of the current and future properties of the Corporation located in the greater metropolitan area of Québec City. Upon closing of the Next Equity Financing (provided such closing occurs within the next two years), the Gestion Marois Agreement will be automatically assigned by First Investor to Cogir.
The Corporation and First Investor also entered into the New Asset Management Agreement. The New Asset Management Agreement will only come into force and be effective if and when the Next Equity Financing closes (provided such closing occurs within the next two years). Under the New Asset Management Agreement, First Investor will be acting only as the asset manager of the Corporation. The terms and conditions of the New Asset Management Agreement are further described below.
The Corporation and Cogir entered into the New Property Management Agreement which will only come into force and be effective if and when the Next Equity Financing closes (provided such closing occurs within the next two years). Under the New Property Management Agreement, Cogir will be acting as the property manager of the properties of the Corporation. The terms and conditions of the New Property Management Agreement are further described below.
Under a non-competition agreement (the "Non-Competition Agreement") entered into today by the Corporation with Cogir, Société Immobilière SYM Inc. ("SYM"), Mathieu Duguay, Daniel Blanchette, Claude Blanchet and Marc Marois and certain of the affiliates of Claude Blanchet and Marc Marois (collectively, the "Restricted Parties"), the Restricted Parties have agreed, subject to certain exceptions, not to compete with the Corporation within Canada and not to solicit its tenants. The terms and conditions of the Non-Competition Agreement are further described below.
Acquisition of Common Shares by SYM
In parallel to the Reorganization, SYM, a wholly-owned corporation of Mathieu Duguay, acquired today an aggregate of 5,960,000 common shares of the issued and outstanding common shares of the Corporation pursuant to two private transactions. SYM acquired 1,542,510 common shares from M. Claude Blanchet and 4,417,490 common shares from Fonds immobilier de solidarité FTQ II, s.e.c. ("FIS"). The common shares sold by Claude Blanchet and FIS represented a proportion equal to approximately 41% of their respective pre-transaction common share holdings. As a result of these acquisitions, FIS, SYM and Claude Blanchet now own, respectively, approximately 20.56% (down from 35.4%), 19.96% (up from 0%) and 7.18% (down from 12.3%) of the issued and outstanding common shares of the Corporation.
Financing Undertakings of Mathieu Duguay and SYM
Mathieu Duguay and SYM both have confirmed that they would participate in the Next Equity Financing (provided closing of such equity financing occurs within the next two years). They also confirmed they would provide mezzanine financing of up to $5,000,000 to the Corporation if and when it could be required for the growth of the Corporation's portfolio of properties on reasonable commercial terms that are not less advantageous to the issuer than if such financing were obtained from a person dealing at arm's length. Any such mezzanine financing from Mathieu Duguay or SYM would not include any equity component.
Capital BLF Inc.
The principal business of the Corporation is acquiring, holding, developing, maintaining, improving, leasing, managing or otherwise dealing with income-producing multi-unit residential properties located throughout Canada and in such other jurisdictions, from time to time. The Corporation currently owns nine properties in Montréal, Dorval and Québec City.
Société de gestion COGIR s.e.n.c.
Cogir has approximately 2,500 employees. The partnership manages more than 100 properties located in Québec, Ontario and Nova Scotia. At the residential level, Cogir manages more than 15,000 apartment units, including senior citizen residences located in Québec and Ontario. Cogir also manages more than 8 million square feet of commercial, industrial and office real estate properties. Cogir is a general partnership controlled by Mathieu Duguay and another private partner.
About the New Asset Management Agreement
If and when the New Asset Management Agreement becomes effective, First Investor will manage and supervise the asset management operations of the Corporation and its affiliates under the New Asset Management Agreement. First Investor will initially provide the services of Claude Blanchet, as chairman of the Board of the Corporation, Mathieu Duguay, as President and CEO of the Corporation, Daniel Blanchette, as CFO of the Corporation and Marc Marois, as Vice-President, Investment and Asset Management of the Corporation, each in a policy-making function typical of persons acting in such positions. First Investor may also provide alternative or additional personnel to serve as management of the Corporation and its affiliates, subject to the approval of the independent directors of the Corporation.
First Investor will also provide the Corporation and its affiliates with comprehensive advisory, asset management and administrative services, as applicable, including but not limited to the following: (i) advising the directors of the Corporation and making recommendations on strategic matters, (ii) identifying, evaluating, recommending and assisting in the structuring of transactions and investment opportunities, (iii) analyzing and assisting in the prospective purchases and sale of properties, (iv) making recommendations concerning the raising of funds, (v) arranging for the financing, refinancing or restructuring of the properties, (vi) monitoring income and investments, (vii) preparing all reports reasonably requested, (viii) preparing business plans, implementing such plans and monitoring financial performance, (ix) advising and assisting with investor relations strategies and activities and * maintaining the books and financial records of the properties and submitting all necessary income tax returns.
In connection with the services to be provided by First Investor under the New Asset Management Agreement, the following amounts will be paid to First Investor, in cash: (a) a base annual management fee calculated and payable on a monthly basis in arrears on the first day of each month equal to the sum of (i) 0.35% of the historical purchase price of the properties; and (ii) the cost of any capital expenditures incurred by the Corporation or its affiliates in respect of those properties as of the date of the New Asset Management Agreement; (b) an incentive fee payable by the Corporation for each fiscal year equal to 15% of the Corporation's FFO Per Share (as such term is defined in the New Asset Management Agreement) in excess of the FFO (as such term is defined in the New Asset Management Agreement) determined prudently by the independent directors on or about the effective time or as soon as possible thereafter on the basis, among other things, of the latest annual budget approved by the independent directors, as adjusted yearly on the basis of 50% of the increase in the weighted average consumer price index; (c) a capital expenditure and development fee equal to an amount to be negotiated by First Investor and the Corporation from time to time in relation to significant capital expenditures, construction or development projects of the Corporation, which fee is not to exceed the fair market value for comparable services; and (d) an acquisition fee equal to 0.75% of the purchase price by the Corporation or any of its affiliates for the purchase of a property and payable upon closing of the acquisition.
Unless terminated in accordance with its terms, the New Asset Management Agreement will remain in force for an initial term of ten years from the date it becomes effective and will be renewable for three additional terms of five years each. At least sixteen months prior to the end of the initial term and each renewal term, the Corporation, in consultation with its independent directors, shall review the performance by First Investor of its duties. If the independent directors determine that First Investor has not been meeting its obligations, they may resolve to submit to a vote of shareholders the termination of the New Asset Management Agreement at the end of the initial term or renewal term and if it is approved by at least a simple majority of the votes cast by the shareholders, the Corporation will have the right to terminate the New Asset Management Agreement by providing First Investor with at least twelve months' prior written notice.
From and after the completion of the fiscal year in which the Corporation reached a market capitalization of $500,000,000, in the event a party unrelated to, and that is not an affiliate of the Corporation, acquires directly or indirectly, (i) the beneficial ownership of, or Control or direction over, more than 66⅔ % of the Shares or (ii) all or substantially all of the properties of the Corporation, then, in either case, the Corporation shall have the right to terminate this Agreement, at its sole discretion, effective immediately prior to or at the same time as the consummation of such transaction by paying First Investor a termination fee equal to the incentive fee as if all the properties of the Corporation had been sold on the date of the consummation of the transaction or the series of transactions plus a payment of three years' asset management fees based on the highest total fees payable in any of the three completed fiscal years immediately preceding the fiscal year in which the transaction or series of connected transactions falls.
The preceding description is qualified in its entirety by reference to the full text of the New Asset Management Agreement which will be made available on SEDAR at www.sedar.com.
About the New Property Management Agreement
If and when the New Property Management Agreement becomes effective, Cogir will manage and supervise the day-to-day operations and management (including leasing) of all aspects of the Corporation's properties and shall provide the Corporation with all services necessary and incidental in respect of the economic and efficient operation of those properties. Among other things, Cogir will: (a) develop and implement plans concerning the moving into the properties and moving out of the properties of all tenants and supervise the same so as to minimize disturbance to the operations; (b) supervise the establishment and maintenance of a suitable scheme of liaison between each of the tenants and the Corporation; (c) be responsible for giving all notices required to be remitted to tenants; (d) collect in trust all rent and additional charges and other amounts from time to time payable by the tenants in respect of their leases, including additional rent, security deposits, incidental charges and real estate taxes; (e) establish and maintain suitable records and systems to manage all billings to tenants; (f) with the prior written approval of the Corporation, commence, prosecute and defend, as appropriate, any action and proceedings to take any legal action which are necessary and available by law; (g) select the accountants, lawyers and other professionals necessary or appropriate to be retained in connection with the operation of the properties; (h) ensure compliance by the Corporation and the tenants with all of the terms and conditions of all restrictions, agreements and obligations entered into or imposed upon the Corporation; (i) at the expenses of the Corporation, pay all carrying charges and other expenses relating to the operation of the properties in a timely manner; (j) maintain at all times the books and records, and prepare the reports and budgets; (l) prepare operating and preventative maintenance schedules; (m) supervise and direct the making of all repairs to the properties and alterations and redecoration which may become necessary or desirable; (n) arrange for and supervise adequate and appropriate security for the protection of the properties; and (o) use its best efforts to obtain tenants to lease premises in the properties.
In connection with the services to be provided by Cogir under the New Property Management Agreement if and when it becomes effective, the following amounts will be paid to Cogir: (a) a property management fee equal to 4% of the Corporation's gross operating revenue per year payable in monthly instalments or such lower percentage thereof as agreed from time to time between the Corporation and Cogir; (b) for the retail and office portions of any property, a leasing fee based on, among other things, the type of lease and the size of the premises; (c) a capital expense supervision fee amounting to a variable percentage of the cost of the work in accordance with the amount of capital work to be performed; and (d) a bad debt recovery fee equal to 40% of the total amount of any bad debt recovered by Cogir for tenants that vacated their unit without paying rent.
Unless terminated in accordance with its terms, the New Property Management Agreement shall remain in effect for a term of ten years and will be renewable for three additional terms of five years each. At least sixteen months prior to the end of the initial term and each renewal term, the Corporation, in consultation with its independent directors, shall review the performance by Cogir of its duties. If the independent directors determine that Cogir has not been meeting its obligations, they may resolve to submit to a shareholders vote the termination of the New Property Management Agreement at the end of the initial term or renewal term and if it is approved by at least a simple majority of the votes cast by the shareholders, the Corporation will have the right to terminate the New Property Management Agreement by providing Cogir with at least twelve months' prior written notice. If the New Asset Management Agreement is terminated in accordance with its terms, the Corporation will have the right to terminate the New Property Management Agreement by giving a six months' prior written notice.
From and after the completion of the fiscal year in which the Corporation reached a market capitalization of $500,000,000, in the event a party unrelated to, and that is not an affiliate of the Corporation, acquires directly or indirectly, (i) the beneficial ownership of, or Control or direction over, more than 66⅔ % of the Shares or (ii) all or substantially all of the properties of the Corporation, then, in either case, the Corporation will have the right to terminate the New Property Management Agreement, at its sole discretion, effective immediately prior to or at the same time as the consummation of such transaction by paying Cogir a termination fee equal to a payment of three years' property management fees based on the highest total fees payable in any of the three completed fiscal years immediately preceding the fiscal year in which the transaction or series of connected transactions falls.
The preceding description is qualified in its entirety by reference to the full text of the New Property Management Agreement which will be made available on SEDAR at www.sedar.com.
About the Non-Competition Agreement
The Corporation entered into the Non-Competition Agreement with the Restricted Parties whereby the Restricted Parties agreed that, subject to certain exceptions set forth in the Non-Competition Agreement (such as senior citizen residences in the case of (a), (b) or (c) described below), he or it will not, directly or indirectly: (a) create, promote, take part in, invest in, have ownership interest in or lend money to guarantee the obligations of, any publicly-held investment vehicle listed on an exchange in North-America which primarily invests in multi-unit residential properties; (b) acquire, invest or have ownership interest in (i) multi-unit residential properties or (ii) any person or entity who (A) primarily owns or controls multi-unit residential properties, (B) primarily has financial or other direct economic interests in or in respect of * multi-unit residential properties or (y) any person or entity who primarily owns or controls multi-unit residential properties; (c) permit the use of the name(s) of any or all of the Restricted Parties in respect of the foregoing; (d) encourage any person who is an employee, representative, entrepreneur, consultant, client, manager, supplier or agent of the Corporation or its affiliates with respect to the foregoing, to (i) leave their respective positions with the Corporation or its affiliates, (ii) cease providing the Corporation with their services; or (iii) otherwise terminate all affiliations with the Corporation or its affiliates; (e) solicit any specific tenant to vacate or not renew their lease with respect to any multi-unit residential property owned, directly or indirectly, by the Corporation or an affiliate of the Corporation in favour of a multi-unit residential property in which any of the Restricted Parties has an ownership or operating interest during the occupancy of such tenant at such property of the Corporation or an affiliate of the Corporation; and (f) preferentially market or lease space in any multi-unit residential property in which any of the Restricted Parties has an ownership or operating interest that is not an multi-unit residential property of the Corporation or an affiliate of the Corporation, over space in any multi-unit residential property of the Corporation.
In addition, the Corporation has a right of first refusal to acquire multi-unit residential properties, if at any time a Restricted Party wishes to make an investment, either directly or indirectly, in a multi-unit residential property. The Corporation will, subject to certain exceptions, have the right of first opportunity, which must be exercised within certain pre-defined time periods set out in the Non-Competition Agreement, to deliver a notice advising such Restricted Party whether it is interested in pursuing such investment. If, within the applicable time period, a majority of independent directors vote against the Corporation electing to pursue an investment opportunity, the applicable Restricted Party will be free to acquire or invest in such property.
The restrictions remain in force in respect of each Restricted Party for a different period which is generally aligned with their involvement in the Corporation, Cogir and First Investor.
The preceding description is qualified in its entirety by reference to the full text of the Non-Competition Agreement which will be made available on SEDAR at www.sedar.com.
This press release contains forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "expects" or "does not expect", "is expected", "estimates", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Corporation to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Examples of such statements include the intention to complete an equity financing within the next two years. Accordingly, readers should not place undue reliance on forward looking statements. The factors identified above are not intended to represent a complete list of the factors that could affect the Corporation.
There can be no assurance that an equity financing will be completed at all. Investors are cautioned that any information released or received with respect to such transactions may not be accurate or complete and should not be relied upon.
The TSXV has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.
Neither the TSXV nor its Regulation Services Provider (as that term is defined in policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
The assignment agreements for the Multigest Management Agreements and
the Gestion Marois Agreement, the New Asset Management Agreement and
the New Property Management Agreement will also be available on SEDAR
SOURCE CAPITAL BLF INC.