“You can’t make a good deal with a bad person.” – Warren Buffett, per AZ Quotes
American based Flagship Communities IPO for a real estate investment trust (REIT) is proceeding in Canada on the Toronto Stock Exchange (TSX) despite the recent death of SSK Communities Co-Founder Alice Sparks, several notable mainstream and trade media reported legal, regulatory, and other scandals. Nathan Smith and Kurt Keeney make up the other two partners initials that formed “SSK,” which stands for Sparks, Smith, and Keeney, which manufactured home community business rebranded as Flagship Communities in advance of its effort to go public in Canada.
As MHProNews recently reported, the scuttlebutt has been that well prior to her death, Sparks wanted to be bought out by her partners. Having failed to achieve that goal by other means, Smith and Keeney forged the plan to go public. However, their pending IPO’s public pitchbook fails to mention Sparks at all. The report linked below was published just prior to Spark’s recent death.
Here is the latest from Flagship via a press release that is labeled “/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES./.” Notice and Disclaimer: new or returning readers should not be under any illusion that by providing this information that MHProNews is in anyway endorsing the firm, their IPO, or business practices. Caveat emptor.
Flagship Communities Real Estate Investment Trust Files Final Prospectus for Initial Public Offering of Trust Units
TORONTO, Sept. 28, 2020 /CNW/ – Flagship Communities Real Estate Investment Trust (the “REIT”) announced today that it has filed, and obtained a receipt for, a final long-form prospectus for its initial public offering (the “Offering”) of trust units of the REIT (“Units”) with the securities regulatory authorities in each of the provinces and territories of Canada. The Units will be issued at a price of US$15.00 per Unit (the “Offering Price”) for gross proceeds from the Offering of US$93,750,000.
The Offering is being underwritten by a syndicate of underwriters co-led by Canaccord Genuity Corp. and BMO Capital Markets and including CIBC World Markets Inc., National Bank Financial Inc., RBC Dominion Securities Inc., Scotia Capital Inc., TD Securities Inc., Echelon Wealth Partners Inc. and Industrial Alliance Securities Inc. (collectively, the “Underwriters”). The REIT has granted to the Underwriters an over-allotment option, exercisable in whole or in part at any time for a period of 30 days following the closing of the Offering, to purchase up to an additional 937,500 Units at the Offering Price which, if exercised in full, would increase the total gross proceeds of the Offering to US$107,812,500.
The REIT is a newly created, unincorporated, open-ended real estate investment trust established under the laws of the Province of Ontario. The REIT has been formed to own and operate a portfolio of 45 income-producing manufactured housing communities (the “Initial Communities”), comprising 8,255 lots located in the following four contiguous states: Kentucky, Indiana, Ohio and Tennessee and a fleet of approximately 600 manufactured homes for lease to residents of the Initial Communities (together with the Initial Communities and certain ancillary and head office assets, the “Initial Portfolio”). Upon closing of the Offering, the REIT will be internally managed by an executive management team with more than 50 years of combined manufactured housing industry experience. The net proceeds of the Offering will be used by the REIT to fund the cash component of the acquisition of the Initial Portfolio, to repay certain secured indebtedness, for capital expenditure reserves, to fund transaction costs associated with the closing of the Offering and for general business purposes. The net proceeds of the over-allotment option, if exercised, will be used by the REIT to fund future acquisitions and for general business purposes.
The REIT initially intends to make its first distribution on November 16, 2020 for the period from closing of the Offering to October 31, 2020 in the amount of US$0.0329 per Unit (assuming that closing occurs on October 7, 2020). The REIT intends to make subsequent monthly distributions in the estimated amount of US$0.0425 per Unit thereafter, reflecting an expected initial annual cash distribution yield of 3.4%.
The Toronto Stock Exchange (the “TSX”) has conditionally approved the listing of the Units under the symbol “MHC.U”. Listing of the Units is subject to the REIT fulfilling all of the requirements of the TSX.
This Offering is only being made to the public by prospectus. A prospectus containing important information relating to these securities has been filed with securities commissions or similar authorities in each of the provinces and territories of Canada. Copies of the prospectus may be obtained from any of the Underwriters and is available on SEDAR at www.sedar.com. Investors should read the prospectus before making an investment decision.
The Offering is expected to close on October 7, 2020, subject to customary closing conditions. Completion of the Offering is subject to the receipt of customary approvals, including regulatory approvals.
No securities regulatory authority has either approved or disapproved the contents of this news release. The Units have not been and will not be registered under the United States Securities Act of 1933 (the “U.S. Securities Act”), as amended, or any state securities laws, and may not be offered, sold or delivered, directly or indirectly, in the United States or to, or for the account or benefit of, “U.S. persons” (as defined in Regulation S under the U.S. Securities Act, as amended) except pursuant to certain exemptions from the registrations requirements of the U.S. Securities Act and applicable state securities laws. This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the Units in the United States or to, or for the account or benefit of, U.S. persons.
Forward-Looking Statements
This press release contains statements that include forward-looking information within the meaning of Canadian securities laws. These forward-looking statements reflect the current expectations of the REIT regarding future events, including statements concerning the Offering, the closing of the Offering and the timing thereof, the use of proceeds of the Offering, anticipated distributions, timing and yield thereof and the listing of the Units on the TSX. In some cases, forward-looking statements can be identified by terms such as “may”, “will”, “could”, “occur”, “expect”, “anticipate”, “believe”, “intend”, “estimate”, “target”, “project”, “predict”, “forecast”, “continue”, or the negative thereof or other similar expressions concerning matters that are not historical facts.
Material factors and assumptions used by management of the REIT to develop the forward-looking information include, but are not limited to, the REIT’s current expectations that: inflation will remain relatively low; interest rates will remain relatively stable; tax laws remain unchanged; conditions within the U.S. manufactured housing communities industry, including competition for acquisitions, will be consistent with the current climate; the Canadian and U.S. capital and financial markets will provide the REIT with access to equity and/or debt at reasonable rates when required, notwithstanding the ongoing economic downturn; and the current members of management will continue their involvement with the REIT. While management considers these assumptions to be reasonable based on currently available information, they may prove to be incorrect.
Although management believes the expectations reflected in such forward-looking statements are reasonable and represent the REIT’s internal expectations and beliefs at this time, such statements involve known and unknown risks and uncertainties and may not prove to be accurate and certain objectives and strategic goals may not be achieved. A variety of factors, many of which are beyond the REIT’s control, could cause actual results in future periods to differ materially from current expectations of events or results expressed or implied by such forward-looking statements, such as the risks identified in the final long-form prospectus, including under the heading “Risk Factors” therein. Readers are cautioned against placing undue reliance on forward-looking statements. Except as required by applicable Canadian securities laws, the REIT undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made.
SOURCE Flagship Communities Real Estate Investment Trust
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Disclaimer: once more for emphasis, MHProNews in no way endorses the firm, their business practices, or their IPO. If the IPO becomes approved by the TSX, our reporting on the firm – which our website are among the top ranked results on Google about this and numerous other manufactured housing industry connected topics – are reports, not endorsements. The reports linked herein and below the byline of this report are arguably important exhibits in the case for corruption and shady business practices practiced by multiple firms that are part of the Manufactured Housing Institute, where Nathan Smith, Kurt Keeney and their firm are members. More in what follows.
To see this image in a larger size, click here. To see the hundreds of pages in the scandal-plagued firm’s full IPO filing documents, click here.
Additional Information, MHProNews Analysis and Commentary
Sources have told MHProNews that the Toronto exchange won’t likely care about serious questions and concerns regarding the years of negative publicity and dustups with public officials and class action legal action surrounding Smith, SSK Communities – and by extension – Flagship Communities and their pending IPO. As the prior report linked below documented, despite ‘winning’ an award from an organization that they were a member of – and held sway with – the base brand held at the time an “F” rating with the Better Business Bureau (BBB).
A case can be made that paltering, and perhaps other deceptive tactics, are at play in this Flagship Communities IPO. The history of the principles should be carefully examined. Their ties to what a Democratic lawmaker’s office described to MHProNews as “anti-consumer” behavior by the Manufactured Housing Institute (MHI) also needs to be carefully examined.
To see this image in a larger size, click here. To see the hundreds of pages in the scandal-plagued firm’s full IPO filing documents, click here.
Nathan Smith, a partner in this project, was a prior MHI Chairman. Smith and his partner Keeney’s firm has been sued in a class action suit launched by their own residents. Several mainstream media scandals involving SSK – rebranded as Flagship – can be found online. It would be difficult to make up a fictional story that would sound plausible that would have documents, facts, evidence-based claims, and scandals about a ‘trade association’ that would mirror the Manufactured Housing Institute (MHI).
Nathan Smith, a partner in this project, was a prior MHI Chairman. His firm has been sued by their own residents. Several mainstream media scandals involving SSK – rebranded as Flagship – can be found online. Note that when MHProNews did the video a few years ago with Smith, that was prior to the kinds of scandals reported in the various linked reports becoming widely known. Rephrased, this trade media’s understanding of Smith, SSK, and MHI have evolved over time based upon the emergence of details and information that were not previously available. Our past views of MHI from years ago were updated as information was developed, and appropriate admissions to our readers were made about our prior ignorance of an ever-growing list of allegedly corrupt or illegal behavior. As new information was developed, MHProNews has reported based upon that evidence.
To learn more about SSK cum Flagship Communities, and other scandals connected with MHI and some of their members and affiliates, see the linked reports herein and below the byline and notices.
As a final notice for new readers, one should keep in mind that Flagship/SSK/Nathan Smith’s controversies and legal scandals are sadly hardly unique to MHI members. As a pro-manufactured home advocate, we note that Cavco Industries and others linked below the byline are among several recent events that when examined collectively reveal a puzzling picture of problematic behavior that somehow escapes MHI’s application of their so-called rules of ethical conduct.
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All on Capitol Hill were welcoming and interested with the discussion of manufactured housing related issues on our 12.3.2019 meetings. But Texas Congressman Al Green’s office was tremendous in their hospitality. Our son’s hand is on a package that included the Constitution of the United States and other goodies. MHProNews has worked with people and politicos across the left-right divide.
Tony earned a journalism scholarship and earned numerous awards in history and in manufactured housing.
For example, he earned the prestigious Lottinville Award in history from the University of Oklahoma, where he studied history and business management. He’s a managing member and co-founder of LifeStyle Factory Homes, LLC, the parent company to MHProNews, and MHLivingNews.com.
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