Boardwalk Completes REIT Restructuring

Boardwalk Equities Inc. completed, on May 3, 2004, a plan of arrangement to become Boardwalk Real Estate Investment Trust. The REIT currently owns and operates in excess of 250 properties with over 31,400 units totalling approximately 26 million net rentable square feet. The REIT’s portfolio is located in the provinces of Alberta, Saskatchewan, Ontario and Quebec. The REIT’s enterprise value is approximately $2.1 billion.

The plan of arrangement included the indirect acquisition of BEI by its founders, Sam and Van Kolias, and the issuance to shareholders of trust units in exchange for common shares. In conjunction with the plan of arrangement, property holdings were reorganized into various partnerships and trusts. Negotiations with BEI’s lenders and with Canada Mortgage and Housing Corp. (CMHC) with respect to insured mortgage debt was also an important element of the transaction. Prior to the transaction, BEI voluntarily delisted its common shares from the NYSE and ceased to be an SEC reporting company.

Boardwalk Equities and Boardwalk REIT were represented in-house by R. Douglas Biggs; by Stikeman Elliott, with a team led by Stuart Olley and including Jeff Singer, Alyson Goldman, Stacey Hoisak, Keith Chatwin and Dean Burns (corporate), Michael Witt, Michael Dyck, Viateur Chénard and Myriam Fortin (real estate) and David Weekes and David Glicksman (tax); by David Oke of Butlin Oke Roberts & Nobles; by special tax counsel Wilson & Partners, with a team led by Jim Wilson and Rosemarie Wertschek, Q.C. (tax) and by Neil Bass (GST); by PricewaterhouseCoopers, on tax matters, with a team comprised of Harold Burke and Janice Russell; and in the US by John Whelan, Howard Barnet, Andris Vizbaras, Richard Horne, David Selden and Jennifer Palmer of Carter Ledyard & Milburn.

The Special Committee of the Board of Directors of BEI was represented by John Osler of McCarthy Tétrault and litigation counsel was Tristram Mallett of Osler, Hoskin & Harcourt.
CMHC was represented in-house by Louise D. Michel, and by Fasken Martineau DuMoulin, with a team comprised of Jon Holmstrom and Stephen Risk. Roger Swainson of Brownlee acted for numerous lenders to BEI and assisted in negotiations with CMHC.