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Orange Capital to nominate seven independent trustees to the Board Of InnVest REIT

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SOURCE Orange Capital, LLC

  • Orange Capital's highly experienced nominees are committed to transforming InnVest into the premier hospitality REIT in Canada and support Orange Capital's "Upgrade Program" to optimize InnVest's portfolio, adopt corporate governance best practices, solidify the balance sheet, set a clear path for distribution growth, and realign management and Trustee interests to create unitholder value.
  • Under Westmont's stewardship since the 2002 IPO, InnVest's unit price has declined by approximately 50%; Orange Capital, a 10.2% unitholder, believes there is an irrefutable need for change at InnVest.
  • Orange Capital invites unitholders to view its website www.upgrade-innvest.com outlining its perspectives on InnVest. 

TORONTO, Feb. 4, 2014 /CNW/ - Orange Capital, LLC ("Orange Capital"), owner of approximately 10.2% of the outstanding units of InnVest Real Estate Investment Trust ("InnVest") (INN.UN:TSX), announced today that it has formally requisitioned the InnVest Board of Trustees (the "Board") to call a special meeting of unitholders for the purpose of reconstituting the Board with seven new independent Trustees.

Orange Capital's independent nominees (the "Nominees") are committed to transforming InnVest into the premier hospitality REIT in Canada. Each of the Nominees has held senior leadership positions at leading Canadian companies including Canadian Hotel Income Properties REIT ("CHIP REIT"), Citigroup Global Markets Canada, Onex Partners, TELUS Corporation, RioCan REIT and TD Securities Inc. The Nominees have considerable experience in real estate, operations management, corporate finance and corporate governance.  While the Nominees will act as independent fiduciaries, they have all indicated support for Orange Capital's plan to optimize InnVest's portfolio, adopt corporate governance best practices, solidify the balance sheet, set a clear path for distribution growth, and realign management and Trustee interests to create unitholder value (the "Upgrade Program"). 

Orange Capital views InnVest as a unique investment opportunity in the North American lodging industry.  InnVest's units trade at a depressed valuation despite its position as the largest hospitality REIT in Canada, with an irreplaceable national portfolio of 127 hotels and approximately 16,000 rooms.

"We believe our Upgrade Program could generate more than a 50% increase in InnVest's current unit price; however, a cultural shift and new independent Trustees are required," said Daniel Lewis, Managing Partner of Orange Capital. 

Orange Capital has established a website www.upgrade-innvest.com outlining its comprehensive perspectives on InnVest. Orange Capital intends to file and disseminate an information circular in due course.  

ORANGE CAPITAL'S INDEPENDENT AND EXPERIENCED BOARD NOMINEES

  • Robert Gemmell – Mr. Gemmell was President and Chief Executive Officer of Citigroup Global Markets Canada and its predecessor companies (Salomon Brothers Canada and Salomon Smith Barney Canada) from 1996 to 2008. He is a director of Agnico Eagle Mines Limited. 
  • Heather-Anne Irwin – Ms. Irwin is an award-winning Adjunct Professor of Finance at the Rotman School of Management, University of Toronto and a former senior investment banker at TD Securities Inc.
  • Robert McFarlane – Mr. McFarlane served as the former CFO and Executive Vice President of TELUS Corporation from 2000-2012 where he managed a $20 billion balance sheet and oversaw a $2 billion annual capital expenditure program. Mr. McFarlane was named CFO of the Year by Canadian Business Magazine in 2007.
  • Dr. Anthony Melman – Dr. Melman is a former Managing Director and founding Partner of Onex Corp.  He is currently President and CEO of Acasta Capital and a board member of Canadian Pacific Railway Limited, where he serves as Chair of the Finance Committee. Dr. Melman is a recognized global leader in corporate strategy, private equity and finance.
  • Edward PitoniakMr. Pitoniak was CEO of CHIP REIT from 2004-2007. During his tenure as CEO, CHIP REIT generated the highest total unitholder return for unitholders among Canadian hotel REITs. CHIP REIT was sold in 2007 to British Columbia Investment Management Corporation (bcIMC) for $1.2 billion.
  • Robert Wolf – Mr. Wolf served as CFO of RioCan REIT, Canada's largest REIT, from 1994-2008.  He currently serves as Lead Trustee of WPT Industrial REIT and Vice-Chair of the Investment Committee and Chair of the Audit Committee of Retrocom REIT. Mr. Wolf brings significant expertise in real estate and finance.
  • Daniel Lewis – Mr. Lewis is co-founder and Managing Partner of Orange Capital, an investment firm.  Mr. Lewis has nearly 20 years of investment experience and, prior to founding Orange Capital, Mr. Lewis was a director with Citigroup's Global Special Situations Group.

THE IRREFUTABLE NEED FOR CHANGE AT INNVEST

Orange Capital believes it is time for new independent leadership on the Board of InnVest.  InnVest's external manager since inception, Westmont Hospitality Group ("Westmont"), has presided over the loss of more than approximately $400 million of unitholder value over the last 12 years. Since 2008, InnVest's unit price has declined by approximately 65% and its unit distribution has been cut three times.  Overall, InnVest's unit price has declined by approximately 50% since its 2002 IPO.  Over the same period, the S&P/TSX Capped REIT Index has increased by approximately 55% and the Bloomberg Hotels Index has increased by approximately 40%. Orange Capital believes that its purchases of InnVest units, representing 45% of the total trading volume since November 4, 2013, is a substantial factor in the recent appreciation of InnVest's unit price. Prior to Orange Capital's initial purchases, InnVest's units were trading at a level that was only slightly above their 52-week low of $3.95.

Notwithstanding the units' poor absolute and relative performance since InnVest's IPO, Westmont has been compensated approximately $180 million in aggregate fees since 2002, an amount equal to approximately 40% of InnVest's current market capitalization. Westmont has not suffered the same fate as InnVest's unitholders given Westmont's current compensation is not directly linked to InnVest's unit price performance.   

There is an irrefutable need to bring change to InnVest, which is demonstrated by the following:

1.  Westmont Acts as the Asset Manager and Primary Property Manager to InnVest

Orange Capital believes that Westmont's incentives are not aligned with the best interests of InnVest's unitholders. Westmont (i) acts as the asset manager and primary property manager to InnVest, (ii) is compensated on a percentage of hotel revenue, not on profitability, (iii) earns fees on all capital expenditures, regardless of investment returns, (iii) provides InnVest with a part-time CEO who is also a Westmont employee and (iv) exerts significant influence over the Board through its ability to appoint two Board members, one of whom is the President of Westmont who also serves as InnVest's Chairman of the Board, and its influence over independent Trustee nominations. Orange Capital believes that Westmont's multiple roles and influence create significant conflicts of interest, making InnVest's units unattractive to institutional investors and negatively impacting InnVest's cost of capital.

2.  Poor Management Structure, Corporate Governance and History of Entrenchment Tactics

The President of Westmont has served as InnVest's Board Chairman since the IPO, and both Westmont Trustee appointees are members of InnVest's Investment Committee, which Orange Capital believes represents a significant conflict of interest.  The independent Trustees are not economically aligned with unitholders as none own more than 50,000 InnVest units, according to the most recent public disclosure. In addition, the recently added independent Trustees have historical business relationships with Westmont. Importantly, in Orange Capital's view, InnVest's Trustees also have a history of engaging in entrenchment tactics to preserve Westmont's position as manager. For example, in 2008, the Trustees elected to extend Westmont's lucrative management contract four years prior to its scheduled expiry date without, in Orange Capital's view, any economic justification or benefit to unitholders.  Orange Capital believes this action represented a significant transfer of value from unitholders to Westmont.

3.  Underperforming Portfolio

Since 2008, InnVest's distributable income per unit has declined by approximately 60%. Over that same period, InnVest's unit distribution has been cut three times, from $1.08 per unit in 2008 to $0.40 per unit per year currently. Further, according to PKF Consulting, InnVest's portfolio lags national Revenue Per Available Room (RevPAR) growth.  Given the terms of its management contract, Westmont has little financial incentive to sell underperforming assets or reduce InnVest's financial leverage. In fact, a sale of underperforming assets would reduce Westmont's lucrative recurring management fees. 

4.  Inadequate Strategic Plan

Orange Capital believes that InnVest's "Strategic Plan" announced in January of 2013 will not meaningfully improve InnVest's balance sheet and does not present a viable path to distribution growth.  Westmont, however, is guaranteed to profit from the Strategic Plan.  Under the $130 million planned capital expenditure program, Westmont will collect an estimated $6.5 million in capital expenditure related fees, regardless of the investment return generated on behalf of unitholders.

5.  Depressed Valuation

InnVest's approximate 9.5% NAREIT® implied capitalization rate and its current Funds From Operations (FFO) multiple represent steep discounts to its North American hotel peers.  Orange Capital believes InnVest's depressed valuation is linked to Westmont's poor track record and InnVest's lack of support from the institutional investment community.

6.  Overleveraged Balance Sheet

InnVest's 73% Debt to Enterprise Value ratio as of September 30, 2013 makes it one of the most highly leveraged REITs in Canada.  Given InnVest's limited access to capital, the Board has relied on highly dilutive convertible bonds as InnVest's primary form of debt financing. Orange Capital believes InnVest's stressed balance sheet limits InnVest's financial flexibility and its ability to make quality accretive acquisitions and grow unit distributions.  

ORANGE CAPITAL'S UPGRADE PROGRAM

Orange Capital's Upgrade Program to transform InnVest into Canada's premier hotel REIT includes the following:

1.  Obtain Independent Board Representation to Reduce Westmont's Role and Influence

  • Conduct an independent review of InnVest's portfolio, capital structure and allocation of capital. 
  • Re-align management and Trustees' incentives to reward unit price performance instead of revenue, capital expenditures or asset growth.

2.  Remove Conflicts of Interest and Adopt Corporate Governance Best Practices

  • Hire a truly independent, full-time CEO that has no relationship or loyalties to Westmont.
  • Ensure that all management contracts are linked to sound operational performance and the creation of unitholder value.

3.  Improve Operational Performance and Financial Flexibility

  • Execute a more robust asset sale program aimed at maximizing return on invested capital and deleveraging the balance sheet. 
  • Focus on the sale of low return, low margin assets.  
  • Consider a sale of InnVest's stake in Choice Hotels Canada joint venture, with proceeds being used to reduce indebtedness.

4.  Attract Institutional Sponsorship, Lower Cost of Capital and Seek Accretive Acquisitions

  • Restore credibility to the InnVest brand and position InnVest for improved unitholder returns, distribution growth and market leadership. 
  • Use a lower cost of capital to seek strategic hotel acquisitions and participate in accretive hotel industry M&A.

"We are grateful to our Nominees for their participation and are honoured to be working with such an outstanding group of professionals," Mr. Lewis added. "Each of the Nominees has independently reviewed Orange Capital's Upgrade Program and believes it will generate significant value for all unitholders."

ORANGE CAPITAL'S LETTER TO INNVEST TRUSTEES

On January 26, 2014, Orange Capital sent a letter to InnVest's Board seeking to engage with management, the Board and Westmont. Given InnVest's current Trustees' history of entrenchment tactics, Orange Capital unfortunately felt the need to remind the Board that it has an obligation under InnVest's declaration of trust and common law to act honestly, in good faith, and in the best interests of InnVest and its unitholders. 

Orange Capital has yet to receive a formal response from the Board, despite InnVest's February 3, 2014 press release acknowledging Orange Capital's request to engage in constructive discussions.  Orange Capital was surprised by InnVest's press release since it has never had any direct discussions with the Board.

In its letter, Orange Capital strongly cautioned each of the Trustees against taking any precipitous actions, including attempting to renew or extend Westmont's contract before its expiry, limiting InnVest's flexibility to make changes with respect to its agreements with Westmont, issuing InnVest units or other dilutive securities which could further entrench the Board or Westmont, or undertaking any asset acquisitions which could dilute unitholders. 

ORANGE CAPITAL'S ADVISORS

Orange Capital has engaged Trimaven Capital Advisors Inc. as its financial advisor, Norton Rose Fulbright Canada LLP as its legal advisor, and Bayfield Strategy, Inc. as its communications advisor in connection with its investment in InnVest. Kingsdale Shareholder Services Inc. has been retained as Orange Capital's proxy solicitor and strategic advisor. 

ABOUT ORANGE CAPITAL, LLC

Orange Capital is a value-oriented investor in event-driven securities.  The firm allocates across the capital structure on an opportunistic basis.  Orange Capital was co-founded in 2005 by Daniel Lewis and Russell Hoffman.  Prior to founding the firm, Orange Capital's portfolio manager, Daniel Lewis, was a director with Citigroup's Global Special Situations Group.

ABOUT TRIMAVEN CAPITAL ADVISORS INC.

Trimaven Capital Inc. ("Trimaven") is an independently owned real estate investment bank. Trimaven offers clients highly specialized advice in mergers and acquisitions, including hostile and special situations, corporate finance, private equity and real estate asset advisory. Trimaven's clients include public, private and corporate owners of real estate as well as investment management firms and hedge funds. With a reputation and expertise built over 40 years of experience as owners, managers and advisors, Trimaven is known for its deep industry knowledge, quality advice, and transaction execution capabilities. Trimaven's principals are accomplished advisors with significant transactional experience. Prior to forming Trimaven, the principals advised on over $30 billion of transactions during their tenures at other top-tier firms.

Information Concerning the Nominees

As set out in Orange Capital's requisition of a special meeting of unitholders (the "Requisitioned Meeting"), the Orange Capital Nominees are Robert Gemmell, Heather-Anne Irwin, Daniel Lewis, Robert McFarlane, Dr. Anthony Melman, Edward Pitoniak, and Robert Wolf. The table below sets out, in respect of each Nominee, his or her name, province or state and country of residence, his or her principal occupation, business or employment within the five preceding years, and the number of InnVest units beneficially owned, or controlled or directed, directly or indirectly, by such Nominee.

Name, Province or State

and Country of Residence1

Present Principal Occupation, Business or Employment and Principal Occupation, Business or Employment During the Preceding Five Years

Number of Units

Beneficially

 Owned or

Controlled or

Directed (Directly or Indirectly)

Robert Gemmell

Ontario, Canada

Corporate Director since 2011 of Agnico Eagle Mines Limited, a senior Canadian gold mining company.

 

Former President and Chief Executive Officer of Citigroup Global Markets Canada, a global financial services organization, and its predecessor companies (Salomon Brothers Canada and Salomon Smith Barney Canada) from 1996 to 2008.

Nil

Heather-Anne Irwin

Ontario, Canada

Adjunct Professor of Finance at Rotman School of Management, University of Toronto; Executive Director of Canadian Securities Institute Research Foundation, a research foundation that encourages and supports research for the benefit of Canadian capital markets and Canadian investors.

Nil

Daniel Lewis

New York, United States

Co-founder and Managing Partner since 2005 of Orange Capital, LLC, an investment firm.

 

Former Director, Citigroup's Global Special Situations Group.

9,536,4002

Robert McFarlane

British Columbia, Canada

Deputy Chair and Chair of the Audit and Risk Committee of the Board of Directors since January 2005 of RSA Canada, a property and casualty insurer.

 

Former Executive Vice President and Chief Financial Officer from 2000 to 2012 of TELUS Corporation, a telecommunications company.

34,900

Dr. Anthony Melman

Ontario, Canada

President and CEO since 2011 of Acasta Capital, a financial advisory firm;  Chairman and CEO since 2000 of  Nevele Partners Inc., a strategic and financial advisory firm; and Director since 2012 of Canadian Pacific Railway Limited, a Canadian railway company.

 

Former Managing Director (until 2006) and a Special Advisor, Strategic Acquisitions (2006-2007) at Onex Corporation, a private equity investment firm. 

100,000

Edward Pitoniak

Rhode Island, United States

Director since 2006 of Ritchie Bros. Auctioneers Incorporated, an industrial auctioneer; Director since 2012 of Regal Lifestyle Communities Inc., a senior housing owner and operator.

 

Former CEO and Director/Trustee of bcIMC Hospitality Group, a hotel property and brand ownership entity (formerly a public income trust called Canadian Hotel Income Properties Real Estate Investment Trust), where he was employed from January 2004 through 2009.

Nil

Robert Wolf

Ontario, Canada

Corporate Director and Financial Consultant, serving as a Trustee of the following real estate investment trusts: Retrocom REIT (since 2010) and WPT Industrial REIT.

 

Chairman since 2013 of C.A. Bancorp Inc., a merchant bank and alternative asset manager.

 

Former director of C.A. Bancorp Canadian Realty Finance Corporation (Norrock Realty Finance Corporation).  Former CFO of RioCan REIT from 1994 – 2008.

20,000


Notes


1.

Information set out in the table above has been provided by each Nominee of Orange Capital. Pursuant to the fourth amended and restated declaration of trust dated July 1, 2012 in respect of InnVest (as amended to the date hereof, the "Declaration of Trust"), Westmont and the Manager (as such terms are defined in the Declaration of Trust) each have the right to appoint one Trustee of InnVest, each of whom is not subject to election by unitholders (the "Appointed Trustees"). Information relating to the Appointed Trustees is not known to Orange Capital and is not reasonably within the power of Orange Capital to obtain and has therefore been omitted in accordance with applicable securities laws. It is expected that such information in respect of the Appointed Trustees will be disclosed in a management information circular to be filed and sent to unitholders by InnVest in connection with the Requisitioned Meeting.



2.

By virtue of his role as Managing Partner of Orange Capital, Mr. Lewis has control or direction over all of the units beneficially owned by Orange Capital, which are held by Orange Capital Master I, Ltd., which is an investment fund managed by Orange Capital. These units represent approximately 10.17% of the outstanding units of InnVest.

Except as provided below, to the knowledge of Orange Capital, no Nominee is, at the date hereof, or has been, within 10 years before the date hereof: (a) a director, chief executive officer or chief financial officer of any company that (i) was subject to a cease trade order, an order similar to a cease trade order or an order that denied the relevant company access to any exemption under securities legislation that was in effect for a period of more than 30 consecutive days (each, an "order"), in each case that was issued while the Nominee was acting in the capacity as director, chief executive officer or chief financial officer, or (ii) was subject to an order that was issued after the Nominee ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer; (b) a director or executive officer of any company that, while such Nominee was acting in that capacity, or within a year of such Nominee ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or (c) someone who became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or became subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver  manager or trustee appointed to hold the assets of such Nominee.

Robert McFarlane was a director of Ascalade Communications Inc. ("Ascalade") until his resignation in February 2008. In March 2008, Ascalade filed for bankruptcy protection under the CCAA. On December 3, 2009 payment of 100% of all proven creditors' claims was made by the monitor and, in January 2010, the remaining proceeds from the realized assets of Ascalade were distributed to shareholders of record as of December 8, 2009.

To the knowledge of Orange Capital, as at the date hereof, no Nominee has been subject to: (a) any penalties or sanctions imposed by a court relating to securities legislation, or by a securities regulatory authority, or has entered into a settlement agreement with a securities regulatory authority; or (b) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for a Nominee.

Additional Information

The information contained in this press release does not and is not meant to constitute a solicitation of a proxy within the meaning of applicable securities laws. Although Orange Capital has requisitioned the Board of InnVest to call the Requisitioned Meeting, there is currently no record or meeting date set for such Requisitioned Meeting and unitholders are not being asked to execute a proxy in favour of the Nominees. Orange Capital intends to file a dissident information circular (the "Dissident Circular") in due course in compliance with applicable securities laws and the Declaration of Trust.

Notwithstanding the foregoing, Orange Capital is voluntarily providing the disclosure required under section 9.2(4) of National Instrument 51-102 – Continuous Disclosure Obligations in accordance with securities laws applicable to public broadcast solicitations.

This press release and any solicitation made by Orange Capital in advance of the Requisitioned Meeting is, or will be, as applicable, made by Orange Capital, on behalf of Orange Capital Master I, Ltd., and not by or on behalf of the management of InnVest. All costs incurred for any solicitation will be borne by Orange Capital, provided that, subject to applicable law, Orange Capital may seek reimbursement from InnVest of Orange Capital's out-of-pocket expenses, including proxy solicitation expenses and legal fees, incurred in connection with a successful reconstitution of InnVest's Board.

Orange Capital is not soliciting proxies in connection with the Requisitioned Meeting and unitholders are not being asked at this time to execute proxies in favour of the Nominees. Any proxies solicited by Orange Capital will be solicited pursuant to a Dissident Circular sent to unitholders of InnVest, after which solicitations may be made by or on behalf of Orange Capital, by mail, telephone, fax, email or other electronic means, and in person by directors, officers and employees of the Orange Capital or its proxy advisor or by the Nominees. Orange Capital has also retained Kingsdale as its proxy advisors. Kingsdale's responsibilities will principally include providing strategic advice, advising Orange Capital on corporate governance best practices, liaising with proxy advisory firms, developing and implementing unitholder communication and engagement strategies, and advising Orange Capital with respect to Requisitioned Meeting and proxy protocol. Kingsdale will receive a proxy solicitation fee of $100,000 for its services plus disbursements.

Any proxies solicited by Orange Capital in connection with the Requisitioned Meeting may be revoked by instrument in writing by the unitholder giving the proxy or by its duly authorized officer or attorney, or in any other manner permitted by law.

None of Orange Capital and its directors and officers, or, to the knowledge of Orange Capital, any associates or affiliates of the foregoing, or to the knowledge of Orange Capital, any of the Nominees or their respective associates or affiliates, has any material interest, direct or indirect, in any transaction since the commencement of InnVest's most recently completed financial year, or in any proposed transaction which has materially affected or will materially affect InnVest or any of its subsidiaries. None of Orange Capital or, to its knowledge, any of its associates or affiliates, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the Requisitioned Meeting, other than the election of Trustees.

InnVest's principal business office is 5090 Explorer Drive, 7th Floor, Mississauga, ON, L4W 4T9.

A copy of this press release may be obtained on InnVest's SEDAR profile at www.sedar.com.

©2012 PR Newswire. All Rights Reserved.

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