Wilmington Announces Completion of Previously Announced Transaction to Monetize Marinas Investment
February 22 2024 - 6:02PM
Wilmington Capital Management Inc. (“
Wilmington”
or the “
Corporation”) is pleased to announce the
concurrent execution and completion of its previously announced
disposition of its approximate 17.3% equity interest in Maple Leaf
Marinas Limited Partnership (“
MLM LP”) and its
corresponding approximate 18.7% equity interest in MLM LP’s general
partner, Maple Leaf Marinas Holdings GP Inc. (“
MLM
GP”). After due consideration, the Board of Directors of
the Corporation, with Directors that are interested parties having
declared their conflict and abstained from voting, determined the
embedded value of the Corporation’s investment in MLM GP and MLM LP
had been substantially realized and thus sought to sell the
Corporation’s entire interest in the two entities. Pursuant to the
right of first offer in the MLM LP limited partnership agreement
(the “
ROFO”), the Corporation was obliged to first
offer its interest in MLM LP to the other limited partners and such
limited partners accepted the Company’s ROFO offer. Subject to
applicable laws and the Corporation’s ongoing liquidity needs, the
Corporation anticipates that it will effect a distribution to its
shareholders out of proceeds received in connection the
Transactions.
The transactions were completed by way of a
limited partnership unit purchase transaction whereby the
Corporation sold and transferred all of the limited partnership
units of MLM LP held by the Corporation to the remaining limited
partners of MLM LP (the “Unit Purchase
Transaction”) and through a share repurchase transaction
whereby MLM GP repurchased for cancellation all of the common
shares of MLM GP held by the Corporation (the “Share
Repurchase Transaction” and, together with the Unit
Purchase Transaction, the “Transactions”). The
Transactions were completed pursuant to ROFO and occurred on an
as-is, where-is basis.
The Corporation received aggregate cash
consideration of $21,999,987.27 under the terms of the Unit
Purchase Transaction and aggregate cash consideration of $32,500
under the terms of the Share Repurchase Transaction.
Related Party Transaction
Disclosure
The Transactions involved related parties and
interested parties of the Corporation within the meaning of
Multilateral Instrument 61-101 – Protection of Minority Security
Holders in Special Transactions (“MI 61-101”). As
a result, the Transactions are considered to be both “connected
transactions” and “related party transactions”, as such terms are
defined in MI 61-101. Christopher Killi (a director and officer of
the Corporation), Patrick Craddock (an officer of the Corporation)
and Rosebridge Capital Corp. Inc. (a control person of the
Corporation) are all purchasers under the Unit Purchase Transaction
and are considered “interested parties” within the meaning of MI
61-101. Each of the interested parties acquired units of MLM LP on
a pro rata basis to their respective ownership interest in the
units of MLM LP, after excluding the units being disposed of by the
Corporation. In consideration thereof, Christopher Killi paid
$430,320.28, Patrick Craddock paid $188,265.63 and Rosebridge
Capital Corp. Inc. paid $4,610,058.77 for their respective units in
MLM LP. Joseph Killi, a director of the Corporation, is a director
of and owns a controlling interest in Rosebridge Capital Corp.
Inc.
While MI 61-101 would otherwise subject the
Transactions to formal valuation and minority shareholder approval
requirements, the Corporation availed itself of the exemptions
applicable under Section 5.5(a) and Section 5.7(a) of MI 61-101,
respectively. The facts supporting reliance on the formal valuation
exemption stated in Sections 5.5(a) and 5.7(1)(a) of MI 61-101 are
as follows: at the time the Transactions were agreed to, neither
the fair market value of the subject matter of, nor the fair market
value of the consideration for, the Transactions, insofar as it
involved interested parties, exceeded 25% of the Corporation’s
market capitalization.
A Material Change Report was not filed at least
21 days in advance of the anticipated closing of the Transactions
for the purposes of Section 5.2(2) of MI 61-101, on the basis that
it is reasonable and necessary in the circumstances, as the
Corporation needed to complete the ROFO process, the terms of the
Transactions were not settled until shortly prior to closing of the
Transactions and the Transactions were completed on a concurrent
sign and close basis in order to complete the Transactions in a
timely and expeditious manner.
About Wilmington
Wilmington is a Canadian investment and asset
management company whose principal objective is to seek out
investment opportunities in alternative real estate asset classes,
which provide shareholders with capital appreciation over the
longer term as opposed to current income returns. Wilmington
invests its own capital, alongside partners and co-investors, in
hard assets and private equity funds and manages these assets
through operating platforms.
WILMINGTON CAPITAL MANAGEMENT
INC.
For further information, please
contact:Executive Officers(403) 705-8038
STATEMENT REGARDING FORWARD-LOOKING
STATEMENTS
This news release contains forward-looking
statements. Forward-looking statements that are predictive in
nature, depend upon or refer to future events or conditions,
include statements regarding the operations, business, financial
conditions, expected financial results, performance, opportunities,
priorities, ongoing objectives, strategies and outlook of the
Corporation and its investee entities and contain words such as
“anticipate”, “believe”, “expect”, “plan”, “intend”, “estimate”,
“seek”, or similar expressions and statements relating to matters
that are not historical facts constitute “forward-looking
information” within the meaning of applicable Canadian securities
legislation. Forward-looking statements contained in this news
release include statements regarding the potential distribution of
proceeds of the Transactions to the Corporation’s shareholders.
Forward-looking statements are subject to a
variety of risks and uncertainties that could cause actual events
or results to materially differ from those reflected in the
forward-looking statements. These risks and uncertainties include
but are not limited to: risks related to investor interest (or lack
thereof) in the Corporation’s marina investment, risks related to
the financial markets and the marinas business generally and risks
related to the Corporation’s ability to distribute proceeds to its
shareholders. There can be no assurance that forward-looking
statement will prove to be accurate, and actual results and future
events could differ materially from those anticipated in such
statements. The Corporation undertakes no obligation to update
forward-looking statements if circumstances or management’s
estimates or opinions should change except as required by
applicable Canadian securities laws. The reader is cautioned not to
place undue reliance on forward-looking statements.
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