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Jan 17, 2014

A&B Assists National RV Communities LLC in Acquisition

Aird & Berlis LLP has completed two acquisition transactions of vacation parks in Ontario for National RV Communities LLC (now part of the Carefree Communities Inc.). In Q3 2013, we acted for this U.S.-based client in connection with:

  1. The acquisition, structuring and financing of the Sherkston Shores property for approximately CD$90 million. We worked with U.S. counsel in the simultaneous acquisition of Florida and Ontario properties from the same seller group with combined cross-border, cross-collateralized financings; and
  2. The acquisition of 13 Ontario properties from 14 sellers within one ownership group for approximately CD$33 million with combined cross-border, cross-collateralized financing. This transaction closed in January 2014.

We acted for the purchaser in both transactions, which included not only the acquisition of the real estate (challenging in its own right due to the complexity of the titles as well as involving more than 20 parcels and over 16 municipal requirements), but also the tax reorganization needed by the sellers. In the midst of the Sherkston Shores transaction, the buyer itself was acquired, which meant that the acquirer of the buyer and its counsel and its lenders and their counsel were now actively involved in every aspect of the transaction and we became involved in the acquirer’s financing. Since these were cross-border transactions, ultimately with an American REIT owning non-U.S. real estate, the U.S. REIT rules for ‘good’ and ‘bad’ income had to be managed.

The A&B team was led by Martin Kovnats and included:

Transaction 1: Peter Czegledy and Andrew Magnus (Corporate Commercial),Sam Billard and Alyssa Keon (Financial Services), Norman Kahn, Derek McCallum, Christie McNeill and Michael Ventresca (Real Estate), John Mascarin (Municipal) and Francesco Gucciardo and Barbara Worndl (Tax). The transaction was completed in Q3 2013; and

Transaction 2: Chris Berrigan, Ken Clark, Peter Czegledy, James Leech, Matthew Liberatore and Andrew Magnus (Corporate Commercial), Sam Billard, Alyssa Keon and Brett Kenworthy (Financial Services), Sandra Dos Santos, Norman Kahn, Derek McCallum and Christie McNeill (Real Estate), John Mascarin (Municipal), Eric Koh, Francesco Gucciardo and Barbara Worndl (Tax).

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