AIP Realty Trust Announces Securities Purchase Agreement to Acquire AllTrades Industrial Properties, LLC and Closing of Investment by Plymouth Industrial OP, LP, a subsidiary of Plymouth Industrial REIT, Inc.

VANCOUVER, British Columbia, Nov. 14, 2024 (GLOBE NEWSWIRE) -- AIP Realty Trust (the “Trust” or “AIP”) (TSXV: AIP.U) today announces that it, through its subsidiary AIP OP, LP (“OP LP”), has entered into a securities purchase agreement (the “Securities Purchase Agreement”) with 2024 ATIP, Inc. (“ATIP”) pursuant to which the Trust proposes to acquire (the “AllTrades Transaction”) all of the issued and outstanding membership interests (“Membership Interests”) of AllTrades Industrial Properties, LLC (“AllTrades”). OP LP is a Delaware limited partnership of which AIP Realty USA, Inc. (the “REIT”), a subsidiary of the Trust, serves as general partner. Pursuant to the AllTrades Transaction, among other things, OP LP will acquire all of the Membership Interests, the consideration for which is expected to be comprised of the following:

• Pending the results of an independent third-party valuation (the “Formal Valuation”), the aggregate consideration for the Membership Interests is expected to be up to US$78,700,000 (the “Purchase Price”);
• On closing of the AllTrades Transaction:
  • OP LP will pay cash consideration equal to the amount of indebtedness of AllTrades and any of its subsidiaries plus the transaction expenses; and
  • OP LP will issue to ATIP an amount equal to 25% of the aggregate Purchase Price in series B preferred partnership units of OP LP (the “LP Units”) to be issued at a price equivalent to the price per class A trust unit of the Trust (“Units”) to be issued under an offering (the proceeds of which are expected to be used to fund a portion of the Purchase Price) to be completed by the Trust, which LP Units will be convertible into class A trust units of the Trust (“Units”);
• The remainder of the Purchase Price will be paid, if earned, on the first, second, third and fourth anniversaries of the closing date of the AllTrades Transaction by the issuance by OP LP to AllTrades of LP Units as of such anniversary dates, with such number of LP Units to be issued equal to the aggregate amount of “Building Starts” (defined in the Securities Purchase Agreement as each “approval by the board of trustees of the Trust of the development of a new AllTrades-branded Service Industrial Business Suite (“SIBs”) building, and the receipt of equity financing necessary to build such building”) between such anniversaries multiplied by US$1,119,886 per Building Start, divided by the volume-weighted average price of the Units for the thirty (30) trading days immediately preceding such payment date.