Granite Real Estate Investment Trust 6-K, filed Oct 11, 2023
Granite Real Estate Investment Trust (GRTUF)
6-K
2023-10-11
For: 2023-10-10
View Original
Added on
April 06, 2026
About this 6-K
Granite Real Estate Investment Trust filed this 6-K on October 11, 2023.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 6-K
REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of: October, 2023
GRANITE REAL ESTATE INVESTMENT TRUST
(Commission File Number: 001-35771)
(Commission File Number: 001-35771)
(Name of registrant)
GRANITE REIT INC.
(Commission File Number: 001-35772)
(Commission File Number: 001-35772)
(Name of registrant)
77 King Street West, Suite 4010, P.O. Box 159
Toronto-Dominion Centre
Toronto, Ontario
M5K 1H1
(Address of Principal Executive Offices)
Toronto-Dominion Centre
Toronto, Ontario
M5K 1H1
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F ☐ Form 40-F ☑
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): _____
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): _____
DOCUMENTS FILED AS PART OF THIS FORM 6-K
See the Exhibit Index to this Form 6-K.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
| Date: October 10, 2023 | GRANITE REAL ESTATE INVESTMENT TRUST | |
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By: | /s/Teresa Neto |
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Name: Teresa Neto |
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Title: Chief Financial Officer
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Date: October 10, 2023
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GRANITE REIT INC. | |
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| By: |
/s/Teresa Neto
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| Name: Teresa Neto | ||
| Title: Chief Financial Officer | ||
FORM 6-K EXHIBIT INDEX
Exhibit No.
| 99.1 |
Exhibit 99.1
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GRANITE REIT ANNOUNCES C$400 MILLION GREEN BOND OFFERING AND CLOSING OF NEW €70 MILLION TERM LOAN
October 10, 2023, Toronto, Ontario, Canada – Granite Real Estate Investment Trust (“Granite” or the “REIT”) (TSX: GRT.UN / NYSE: GRP.U) announced today that its wholly owned subsidiary Granite REIT Holdings Limited Partnership (“Granite
LP”) has priced an offering (the “Offering”) of C$400 million aggregate principal amount of 6.074% Series 7 senior unsecured debentures due April 12, 2029 (the “Debentures”). The Debentures will be guaranteed by Granite and Granite REIT Inc. The Offering of the Debentures is expected to close on or about October 12, 2023, subject to the
satisfaction of certain customary closing conditions. The Debentures are being issued as Granite’s third green bond issuance pursuant to its Green Bond Framework.
The Debentures are being offered on an agency basis by a syndicate of agents co-led by Scotia Capital Inc. and TD Securities Inc. It is a condition of closing that DBRS
Morningstar and Moody’s Investor Service, Inc. assign credit ratings of “BBB (high)” with a stable trend or higher, and “Baa2” or higher, respectively, relating to the Debentures.
Granite is making the Offering in Canada pursuant to its base shelf prospectus dated October 1, 2021. The terms of the Offering will be described in a prospectus
supplement to the base shelf prospectus to be filed with Canadian securities regulators in each province and territory of Canada and accessible at www.sedarplus.ca.
The Debentures are being issued as Green Bonds under Granite’s Green Bond Framework (the “Framework”) which is
available on Granite’s website at https://granitereit.com/sustainability. Granite LP intends to finance or refinance, in whole or in part, expenditures associated with Eligible Green Projects as
described in the Framework. Initially and prior to the full allocation, the net proceeds from the Offering will be used to refinance existing debt, including its Series 3 senior unsecured
debentures due November 30, 2023 (the “2023 Debentures”) on maturity, and for general corporate
purposes. The failure to allocate funds to Eligible Green Projects will not constitute a default under the terms of the Debentures.
Through a cross currency interest rate swap, Granite LP has exchanged the Canadian dollar denominated principal and interest payments for Euro denominated principal and
interest payments, resulting in an effective fixed interest rate of 4.9285% for the five and a half-year term of the Debentures.
New €70 Million Term Loan
On September 7, 2023, Granite LP entered into and fully drew upon a €70.0 million senior unsecured non-revolving term facility that matures on September 8, 2026 (the “September 2026 Term Loan”). The September 2026 Term Loan is fully prepayable without penalty. In conjunction with the September
2026 Term Loan, Granite entered into a float to fixed interest rate swap to exchange the floating interest payments from the September 2026 Term Loan for fixed Euro denominated interest payments resulting in an all-in fixed interest rate of
4.3325%. Granite used the net proceeds from the September 2026 Term Loan to fully repay all draws outstanding on Granite’s $1 billion unsecured revolving credit facility with the remainder to be used for general corporate purposes,
including to fund development and property acquisitions. Granite’s available liquidity as at June 30, 2023 was approximately $1.026 billion consisting of approximately $119 million of cash and cash equivalents and $907 million of unused
capacity
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under Granite’s unsecured revolving credit facility. Pro forma the Offering and repayment of the 2023
Debentures, Granite’s available liquidity is estimated to be $1.2 billion, including its fully undrawn revolving credit facility, and Granite’s weighted average debt term-to-maturity will improve to 4.4 years (from 3.7 years) offset by a
moderate increase to its weighted average cost of debt to 2.60% (from 2.27%).1
This press release does not constitute an offer to sell or the solicitation of an offer to buy the Debentures in any jurisdiction. The Debentures being offered have not been
approved or disapproved by any regulatory authority nor has any such authority passed upon the accuracy or adequacy of the base shelf prospectus or the prospectus supplement.
ABOUT GRANITE
Granite is a Canadian-based REIT engaged in the acquisition, development, ownership and management of logistics, warehouse and industrial properties in North America and
Europe. Granite owns 143 investment properties representing approximately 62.9 million square feet of leasable area.
OTHER INFORMATION
Copies of financial data and other publicly filed documents about Granite are available through the internet on SEDAR+ which can be accessed at www.sedarplus.ca and on the
United States Securities and Exchange Commission’s Electronic Data Gathering, Analysis and Retrieval System (EDGAR) which can be accessed at www.sec.gov.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, and securities may not be offered or sold in
the United States absent registration or an applicable exemption from the registration requirements of the United States Securities Act of 1933, as amended.
For further information, please see our website at www.granitereit.com or contact Teresa Neto, Chief Financial Officer, at 647-925-7560 or Andrea Sanelli, Associate
Director, Legal & Investor Services, at 647-925-7504.
FORWARD LOOKING STATEMENTS
This press release may contain statements that, to the extent they are not recitations of historical fact, constitute “forward-looking statements” or “forward-looking
information” within the meaning of applicable securities legislation, including the United States Securities Act of 1933, as amended, the United States Securities Exchange Act of 1934, as amended, and applicable Canadian securities
legislation. Forward-looking statements and forward-looking information may include, among others, statements regarding the expected closing date of the Offering, the use of the net proceeds of the Offering, the expected final credit ratings
for the Debentures, and Granite’s plans, goals, strategies, intentions, beliefs, estimates, costs, objectives, economic performance, expectations, or foresight or the assumptions underlying any of the foregoing. Words such as “may”, “would”,
“could”, “will”, “likely”, “expect”, “anticipate”, “believe”, “intend”, “plan”, “forecast”, “project”, “estimate”, “seek”, “objective” and similar expressions are used to identify forward-looking statements and forward-looking information.
Forward-looking statements and forward-looking information should not be read as guarantees of the expected closing date of the Offering, the use of the net proceeds of the Offering, the expected final credit ratings for the Debentures,
estimated liquidity, or other events, performance or results and will not necessarily be accurate indications of whether or the times at or by which future events or performance will be achieved. Undue reliance should not be placed on such
statements. Forward-looking statements and forward-looking information are based on information available at the time and/or management’s good faith assumptions and analyses made in light of its perception of historical trends, current
conditions and expected future developments, as well as other factors management believes are appropriate in the circumstances, and are subject to known and unknown risks, uncertainties and other unpredictable factors, many of which are
beyond Granite’s control, that could cause actual events or results to differ materially from such forward-looking statements and forward-looking information. Important factors that could cause such differences include, but are not limited
to, the risks set forth in the annual information form of Granite Real Estate Investment Trust and Granite REIT Inc. dated March 8, 2023 (the “Annual Information Form”) and management’s
discussion and analysis of results of operations and financial position for the three and six month periods ended June 30, 2023 (“Q2 MD&A”). The “Risk Factors” section of the
Annual Information Form and the “Risks and Uncertainties” section of the Q2 MD&A also contain information about the material factors or assumptions underlying such forward-looking statements and forward-looking information.
Forward-looking statements and forward-looking information speak only as of the date the statements and information were made and unless otherwise required by applicable securities laws, Granite expressly disclaims any intention and
undertakes no obligation to update or revise any forward-looking statements or forward-looking information contained in this press release to reflect subsequent information, events or circumstances or otherwise.
1 Available liquidity does not have a standardized meaning under International Financial Reporting Standards (“IFRS”) and,
therefore, it may not be comparable to similarly titled measures presented by other publicly traded entities. Available liquidity is a non-IFRS performance measure defined as the sum of cash and cash equivalents and the unused portion of the
unsecured revolving credit facility. Please refer to the “Basis of Presentation” and “Non-IFRS Performance Measures” sections of the management’s discussion and analysis of operations and financial position of Granite Real Estate Investment
Trust and Granite REIT Inc. for the year ended December 31, 2022 and the six months ended June 30, 2023, which sections are incorporated herein by reference.
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of the net proceeds of the Offering, the expected final credit ratings for the Debentures, and Granite’s plans, goals, strategies, intentions, beliefs, estimates, costs,
objectives, economic performance, expectations, or foresight or the assumptions underlying any of the foregoing. Words such as “may”, “would”, “could”, “will”, “likely”, “expect”, “anticipate”, “believe”, “intend”, “plan”, “forecast”,
“project”, “estimate”, “seek”, “objective” and similar expressions are used to identify forward-looking statements and forward-looking information. Forward-looking statements and forward-looking information should not be read as guarantees
of the expected closing date of the Offering, the use of the net proceeds of the Offering, the expected final credit ratings for the Debentures, estimated liquidity, or other events, performance or results and will not necessarily be
accurate indications of whether or the times at or by which future events or performance will be achieved. Undue reliance should not be placed on such statements. Forward-looking statements and forward-looking information are based on
information available at the time and/or management’s good faith assumptions and analyses made in light of its perception of historical trends, current conditions and expected future developments, as well as other factors management
believes are appropriate in the circumstances, and are subject to known and unknown risks, uncertainties and other unpredictable factors, many of which are beyond Granite’s control, that could cause actual events or results to differ
materially from such forward-looking statements and forward-looking information. Important factors that could cause such differences include, but are not limited to, the risks set forth in the annual information form of Granite Real Estate
Investment Trust and Granite REIT Inc. dated March 8, 2023 (the “Annual Information Form”) and management’s discussion and analysis of results of operations and financial position for
the three and six month periods ended June 30, 2023 (“Q2 MD&A”). The “Risk Factors” section of the Annual Information Form and the “Risks and Uncertainties” section of the Q2
MD&A also contain information about the material factors or assumptions underlying such forward-looking statements and forward-looking information. Forward-looking statements and forward-looking information speak only as of the date
the statements and information were made and unless otherwise required by applicable securities laws, Granite expressly disclaims any intention and undertakes no obligation to update or revise any forward-looking statements or
forward-looking information contained in this press release to reflect subsequent information, events or circumstances or otherwise.
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