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Dream Industrial REIT - Q1-2019 Earnings, Price Target Update

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Dream Industrial REIT was formed to provide a Canadian focused, pure-play industrial REIT, the first full year of operation was 2013. The initial portfolio was comprised of 77 industrial properties totaling 6M sq. ft. acquired from Dream Office REIT and Return On Innovation Capital Ltd. for $647M. Dream Office REIT (D.UN), initially had a retained interest of 23.8% at Dec-31-2016, compared to 16.8% as of Mar-31-2019. As of Mar-31-2019 the portfolio consists of 246 industrial distribution and warehousing properties comprising over 24M sq. ft. with a fair value of $2.4B. By location as of Mar-31-2019 21% of properties are located in western Canada, Ontario – 22%, Quebec- 16%, Eastern Canada – 16% and the US -30%. Commencing in mid-2017 they began to acquire US properties. Subsequent to Mar-31-2019, all their eastern Canadian properties were sold for $271M, to KingSett Capital with the sale closing in Q3-2019. The sale portfolio is comprised of 38 properties, totaling 2.8M sq. ft. The proceeds were re-deployed to purchase properties in Ontario and the US.

Management Fee Structure

Dream Realty Corp. (DRC) as manager is entitled to a base annual management fee paid monthly equal to 0.25% of the purchase price paid by the REIT for properties; incentive fee equal to 15% of AFFO per unit in excess of $0.80 per unit, increasing annually by 50% of the increase in the consumer price index; a capital expenditures fee equal to 5% of all hard construction costs incurred on each capital project with costs in excess of $1M, excluding work done on behalf of tenants or any maintenance capital expenditures; an acquisition fee equal to: (a) 1% of the purchase price of a property, on the first $100M of properties in each fiscal year; (b) 0.75% of the purchase price of a property on the next $100M of properties acquired in each fiscal year; and (c) 0.50% of the purchase price on properties in excess of $200M in each fiscal year. In addition DRC is entitled to a financing fee equal to 0.25% of the debt and equity of all financing transactions completed. DIR.UN will reimburse DRC for all reasonable actual out-of-pocket costs and expenses incurred in connection with the performance of the services described in the Asset Management Agreement.

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