By Adriano Marchese
Clarke has agreed to acquire the heavily indebted Ravelin Properties REIT in a 1.1 billion Canadian dollar ($793.6 million) deal, taking over the struggling office landlord and its sizable debt load.
Clarke, a Canadian investment and real estate holding company, has agreed to buy all of the remaining units of the embattled commercial real estate REIT, along with all of its outstanding convertible debentures, through a court-approved plan.
Ravelin has been struggling under about C$1.1 2 billion of debt, forcing the office REIT to default on its loans and debt obligations. Ravelin has gotten by only through lender forbearance and a major debt takeover by a single investor a year ago.
As part of the agreement, REIT unitholders will receive Clarke shares in exchange for their units at a ratio of 0.582 Clarke share for each 1,000 REIT units.
Holders of the REIT's convertible debentures will also be paid in Clarke shares at a ratio of 14.562 Clarke Shares for each C$1,000 principal amount of REIT debentures held. Investors who agreed to the deal early will receive an additional pool of Clarke shares, the company said.
Part of the reason to acquire the REIT was to offer what the company calls a pragmatic solution for Ravelin's securityholders by providing immediate liquidity and balance-sheet certainty.
The companies said the combination enhances the platform scale and offers cost saving synergies as well.
Ravelin shares have been deeply in the red so far in the year, falling nearly 57% year-to-date to close Thursday at C$0.08 apiece. The stock is down 86% over the past 52 weeks.
Based on Clarke's current share price, the offer represents a premium of 93% to the 20-day volume-weighted average trading price of the REIT Debentures, and a premium of 171% to the closing price of the REIT Debentures on the Toronto Stock Exchange on Thursday, the day prior to the announcement.
The board of Ravelin said the transaction is in the best interest of its stakeholders given its solvency and leverage challenges.
Write to Adriano Marchese at adriano.marchese@wsj.com
(END) Dow Jones Newswires
March 27, 2026 08:05 ET (12:05 GMT)
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