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Published on 12/15/2005 in the Prospect News PIPE Daily.

New Issue: Whiterock sells C$25.32 million trust units, debentures

By Sheri Kasprzak

New York, Dec. 15 - Whiterock Real Estate Investment Trust has concluded a C$25.32 million portion of its previously announced private placement.

The company issued 6,528,000 trust units at C$2.50 each and C$9 million in series B redeemable convertible debentures.

Blackmont Capital Inc. led a syndicate of underwriters placing the units and exercised a greenshoe for 128,000 trust units. The syndicate also included TD Securities Inc., Canaccord Capital Corp. and Desjardins Securities Inc.

The deal was first announced Dec. 8 as including 6.4 million trust units under the same terms. The terms of the debentures remain unchanged.

The debentures bear interest at 9% annually and mature in three years. Half of the debentures are convertible into trust units at C$3.00 each before the first anniversary of the closing; the other half will be convertible at C$3.00 each after the first anniversary.

The series B debentures are redeemable during the first year at C$3.25 each; at the issue price plus the greater of the 20-day weighted average price and C$3.25 less the conversion price for the 13th through the 30th month; and at the greater of the 20-day weighted average price at C$3.50 for the 31st through the 36th month.

On Dec. 20, the company anticipates closing another portion of the deal for C$3 million in 9% redeemable subordinated convertible series C debentures.

The series C debentures mature in five years, bear interest at 9% annually and are convertible into trust units at C$3.00 each.

The series C debentures are not redeemable in the first year. From months 13 through 30, the debentures are redeemable at the issue price, provided the 20-day weighted average price is at least C$3.25. From months 31 through 60, the debentures are redeemable at the issue price, provided the 20-day weighted average price is at least C$3.50.

Proceeds will be used to pay the cash portion of property acquisitions completed in November. The rest will be used for general corporate purposes.

Toronto-based Whiterock is a real estate investment trust focused on commercial and industrial assets.

Trust units

Issuer:Whiterock Real Estate Investment Trust
Issue:Trust units
Amount:C$16.32 million
Units:6,528,000 (includes greenshoe for 128,000 trust units)
Price:C$2.50
Warrants:No
Underwriters:Blackmont Capital Inc. (lead), TD Securities Inc., Canaccord Capital Corp. and Desjardins Securities Inc.
Pricing date:Dec. 8
Settlement date:Dec. 15
Stock price:C$2.50 at close Dec. 7
Stock price:C$2.46 at close Dec. 14
Debentures
Issuer:Whiterock Real Estate Investment Trust
Issue:Series B convertible debentures
Amount:C$9 million
Maturity:Three years
Coupon:9%
Price:Par
Yield:9%
Conversion price:C$3.00
Call:Redeemable in the first year at C$3.25 each; at the issue price plus the greater of the 20-day weighted average price and C$3.25, less the conversion price for the 13th through the 30th month; and at the greater of the 20-day weighted average price at C$3.50 for the 31st through the 36th month
Warrants:No
Pricing date:Dec. 8
Settlement date:Dec. 15
Stock price:C$2.50 at close Dec. 7
Stock price:C$2.46 at close Dec. 14

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