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InnVest REIT Announces Intention to Purchase Up to $28,750,000 of Its 5.75% Series G Convertible Debentures and Proposes Certain Indenture Amendments

June 17, 2014



TORONTO, ONTARIO--(Marketwired - June 17, 2014) - InnVest Real Estate Investment Trust ("InnVest") (TSX:INN.UN) announced today that it intends to make an offer to purchase (the "Offer") up to $28,750,000 of the outstanding principal amount of its Series G Convertible Unsecured Subordinated Debentures (the "Debentures") at a purchase price of $1,060 for each $1,000 in principal amount of Debentures (the "Offer Price"), plus any accrued and unpaid interest thereon, and subject to proration. The Offer represents a premium of $40 to the closing price of $1,020 on the Toronto Stock Exchange ("TSX") on June 16, 2014, and a premium of approximately $44 to the volume weighted average trading price of $1,016 on the TSX for the 20 trading days ended June 16, 2014, in each case per $1,000 principal amount.

In connection with the Offer, InnVest intends to hold a meeting (the "Meeting") for holders of the Debentures ("Debentureholders") on or about July 22, 2014, in Toronto, Ontario, to consider an extraordinary resolution (the "Extraordinary Resolution") to approve certain amendments to the trust indenture governing the Debentures (the "Indenture Amendments") that will, if implemented:

(i) increase the rate of coupon interest payable per annum on the Debentures from 5.75% to 6.25% effective as of the commencement of the next interest accrual period, being September 30, 2014; and (ii) increase the conversion price for each InnVest unit to be issued upon the conversion of one Series G Debenture from $5.80 to $8.00 per unit.



It will be one of the conditions to InnVest taking up and paying for Debentures deposited to the Offer that the Extraordinary Resolution in respect of the Indenture Amendments is passed at the Meeting. As a result, InnVest urges any Debentureholders tendering their Debentures to the Offer to also vote in favour of the Indenture Amendments. For the Indenture Amendments to be adopted, holders of at least 66 2/3% of the principal amount of the Debentures, present in person or represented by proxy at the Meeting, must vote FOR the Indenture Amendments at the Meeting.

Debentureholders who deposit and do not withdraw their Debentures under the Offer will receive a cash payment in respect of all accrued and unpaid interest outstanding on those Debentures which are purchased by InnVest up to, and including, the date that the Debentures are taken up by InnVest under the Offer.

Management and the Board of InnVest continuously evaluate and seek to optimize InnVest's capital structure in conjunction with its ongoing strategic plan, with the objective of ensuring that InnVest maintains financial flexibility to pursue its investment strategy and to build value for its unitholders. The excess cash from identified non-strategic dispositions allows for InnVest to lower its leverage by canceling Debentures under the Offer, while the proposed Indenture Amendments will allow for an improved income return to Debentureholders without changing the credit terms, and reduces potential dilution to unitholders.

Full details regarding the Offer, Indenture Amendments and the Meeting are to be included in a combined management information circular, offer to purchase and issuer bid circular (the "Circular") that is anticipated to be sent to the registered holders of Debentures on or about June 19, 2014. It is anticipated that the Offer will be open for acceptance until July 25, 2014. The record date for determining the Debentureholders entitled to receive notice of and vote at the Meeting is June 18, 2014.

FORWARD LOOKING STATEMENTS

Statements contained in this press release that are not historical facts are forward-looking statements. These forward-looking statements include statements with respect to the expiration of the Offer, the Indenture Amendments and the timing of the take-up and payment for the Debentures deposited to the Offer. These forward-looking statements are based on current expectations of management and involve risks and uncertainties which could cause actual results to differ materially from those expressed in the forward-looking statements. In making such forward-looking statements, management has relied upon a number of material factors and assumptions, including with respect to general economic and financial conditions, interest rates, equity and debt markets, business competition, changes in government regulations or in tax law and the ability of InnVest to obtain required approvals for the Offer and Indenture Amendments. Although management of InnVest believes that the expectations with respect to such forward- looking statements are reasonable, such forward-looking statements are subject to known and unknown risks and uncertainties and, accordingly, there can be no assurance that such expectations will prove to be correct. Among the material risks and uncertainties that could cause such differences include, but are not limited to, that Debentureholder approval for the Indenture Amendments will not be obtained at the Meeting, the risk that one or both of the Offer and/or the Indenture Amendments will not be successfully completed for any reason and the risk that, if completed, InnVest or the Debentureholders may not realize the anticipated benefits of the Indenture Amendments. Readers are cautioned that the foregoing list is not exhaustive. The forward-looking statements included herein are made as of the date hereof and InnVest disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, unless required to do so by applicable securities law.

INNVEST PROFILE

InnVest Real Estate Investment Trust is an unincorporated open-ended real estate investment trust which owns a portfolio of 119 hotels across Canada representing approximately 15,000 guest rooms operated under internationally recognized brands. InnVest also holds a 50% interest in Choice Hotels Canada Inc., one of the largest franchisors of hotels in Canada. InnVest's units and convertible debentures trade on the Toronto Stock Exchange (the "TSX") under the symbols INN.UN, INN.DB.D, INN.DB.E, INN.DB.F and INN.DB.G.

FOR FURTHER INFORMATION PLEASE CONTACT: Chantal Nappert Vice President, Finance and Investor Relations Tel: (905) 624-7806 Fax: (905) 206-7114 Website: www.innvestreit.com Source: InnVest Real Estate Investment Trust


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Source: Marketwire (Canada)


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