The Ontario Superior Court of Justice (Commercial List) has approved First Capital REIT’s $9.4-billion sale to Kingsett Capital and Choice Properties REIT.

The court’s approval came after First Capital unitholders overwhelmingly endorsed the deal, which will see Kingsett and Choice acquire the REIT under a plan of arrangement.

Kingsett is purchasing its stake through subsidiary KingSett Real Estate Growth LP No. 8. First Capital said it intends to seek a final order approving the sale from the Ontario Superior Court of Justice (Commercial List) on Thursday.

The deal is expected to close in the fourth quarter of 2026.

Under the terms of the transaction, First Capital unitholders will receive consideration valued as a combination of $19.24 in cash and 0.3186 of a Choice Properties unit for each First Capital unit they hold.

Once the deal closes, KingSett and Choice Properties will acquire First Capital for $9.4 billion in stock and cash, including the assumption of certain debt.

As part of the agreement, Choice Properties will acquire approximately $5 billion of high-quality retail assets from First Capital, while KingSett will acquire approximately $4.4 billion of First Capital assets and all of First Capital’s issued and outstanding units. 

The $5-billion Choice Properties Acquisition Portfolio comprises approximately $4.8 billion, or 8 million square feet, of income producing assets, along with approximately $200 million of properties under development. The portfolio is expected to generate full-year NOI of approximately $235 million in 2027, with an annual growth rate of approximately 3.5% in the near term.

RBC Capital Markets is acting as financial advisor to First Capital. Stikeman Elliott LLP is acting as legal counsel to First Capital. National Bank Capital Markets is acting as financial advisor to the Special Committee.

Desjardins Capital Markets is acting as exclusive financial advisor and Bennett Jones LLP is acting as legal counsel to KingSett.

TD Securities Inc. is acting as exclusive financial advisor and Osler, Hoskin & Harcourt LLP is acting as legal counsel to Choice Properties and McCarthy Tétrault LLP is acting as competition counsel to Choice Properties.

Photo: First Capital