CALGARY, Alberta, Feb. 22, 2024 (GLOBE NEWSWIRE) — 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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