Automotive Properties -- summary under Domestic REITs

Overview

The Dilawri Group will transfer a portion of their Canadian automobile dealership properties (subject to leases back to them) to a subsidiary LP (the Partnership) of the REIT for Notes and Class C LP units (to be redeemed for cash shortly thereafter) and for Class B exchangeable LP units (which will be treated as debt for accounting purposes), with a s. 97(2) election being made. The public then will subscribe for conventional (s. 108(2)(a)) REIT units and the REIT will subscribe for (conventional) Class A LP units of the Partnership (which will be an excluded subsidiary partnership). Through their Class B LP Units (and corresponding special voting units of the REIT) the Dilawri Group initially will have a 60% interest in the REIT. The exchange right for their Class B LP units will be buttressed by a conventional exchange agreement between them, the Partnership and the REIT.

Dilawri Group

The largest automotive dealership group in Canada with revenues of $1.6 billion and owning 57 dealerships.

Partnership

Automotive Properties Limited Partnership

Initial Properties

26 commercial properties located in Ontario, Saskatchewan, Alberta and B.C. totaling approximately 958,000 square feet of gross leasable area. 24 are exclusively occupied by the Dilawri Group for use as automotive dealerships or, in one case, an automotive repair facility, while the other two properties are jointly occupied by the Dilawri Group (for use as automotive dealerships) and one or more third parties (for use as automotive dealerships or complementary uses, including restaurants). Full value of the Initial Properties on an "as completed" basis is between approximately $364.3 million and $371.3 million.

Leases

The Partnership will lease each Initial Property to the applicable member which, in the case of two of the properties will sublease the applicable portions to third parties. The rent from the portions of the Initial Properties occupied by the Dilawri Group will represent approximately 88% of the REIT's Cash NOI over the Forecast Period, with the portions of the Initial Properties occupied by the sublessees accounting for the remainder. The initial terms of the Dilawri Leases will range from 11 to 19 years, with a Cash NOI weighted average lease term of 15 years.

ROFO

Dilawri will be required to offer to sell to the REIT any property that is acquired or developed by a group member that is determined by Dilawri, acting reasonably, to be a "REIT-Suitable Property" (i.e., according with the REIT's investment guidelines). The Dilawri Group has, on average, opened or acquired five new automotive dealerships in each year for the last five years, including, on average, two to three automotive dealership properties.

Distributions

Monthly cash distributions, initially expected to provide Unitholders with an annual yield ranging from approximately 7.5% to 8.0% based on an AFFO payout ratio of approximately 90%. Approximately 100% of the monthly cash distributions in 2015 estimated to be tax-deferred.

Debt financing

The REIT anticipates having an Indebtedness to GBV ratio of approximately 56% immediately following Closing, bearing interest at a weighted average effective rate of approximately 3.2% (all of which will be fixed), with a weighted average term to maturity of approximately 5.1 years.

Administration Agreement

Dilawri will provide (subject to Board direction) the REIT with the REIT's President and Chief Executive Officer and Chief Financial Officer, as approved by the REIT, and other support services, including assisting the President and Chief Executive Officer and Chief Financial Officer with the standard functions of a public company. Dilawri will provide these services on a cost-recovery basis (or for a fixed fee of $700,000 during the Forecast Period.)IPO of Automotive Properties REIT

Transaction steps

Property transfer. On or before the day of Closing, the (Dilawri) Transferors will transfer their beneficial interests in the Initial Properties to the Partnership in consideration for a combination of Transferor Notes, Class B LP Units (with an equivalent number of Special Voting Units in the REIT) at the Offering Price of $10 or, in certain cases, other redeemable (Class C) partnership units in the Partnership at a price of $10.00 per such unit.

Use of proceeds

The REIT will use the Offering proceeds of approximately $__ million to pay some Offering expenses and to subscribe for Class A LP Units. The Partnership will use such proceeds together with advances of approximately $210.8 million under Credit Facilities, to pay the remaining Offering expenses, repay the Transferor Notes, redeem all of the Class C redeemable partnership units and redeem certain of the Class B LP Units from one or more of the Transferors at the Offering Price.

Resulting capitalization

Immediately following Closing, Unitholders' equity of the REIT (including the Partnership) is expected to be as follows:

Units $K

Unitholders Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,500,000 65,180

Class B LP Units . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9,872,200 98,720

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .17,372,200 163,900

LTT

Deferred land transfer taxes are estimated at $1.8 million.

Class B and C LP Units

Each will be exchangeable at the holder's option for one REIT Unit, will be accompanied by a Special Voting Unit of the REIT, and will receive distributions of cash from the Partnership equivalent to those on the REIT Units. Each Class B LP Unitholder will enter into a voting trust agreement pursuant to which Dilawri will be granted sole voting control over the Class B LP Units and the associated Special Voting Units. The Class C limited partnership units of the Partnership can be redeemed by the holders or by the REIT LP at any time for a fixed amount of $10.00 per unit. The limited IAS 32 exception for presentation as equity does not extend to the Class B and C LP Units. As a result, they will be classified as financial liabilities.

Exchange Agreement

The REIT will agree with the Partnership and the Class B LP Unitholders to issue Units upon the exchange of Class B LP Units in accordance with their terms.

Canadian tax consequences

The REIT believes that it will meet the REIT Exception. The Partnership is expected to qualify as an "excluded subsidiary entity" at all relevant times. The UCC of the Initial Properties will be equal to the amounts jointly elected by the Partnership and the Dilawri Group and will be less its fair market value of such property.