Good morning and welcome to First Capital REIT's Annual and Special Meeting of Unith olders. I'm Paul Douglas, and I serve as the Chair of First Capital REIT's Board of Trustees. Each year we look forward to the opportunity to speak with our unit holders at our Annual General Meeting. Our meeting is being held in a hybrid format, virtually through the Lumi platform and in person at the offices of Stikeman Elliott in Toronto, which provides all unit holders, whether attending the meeting virtually or in person, an opportunity to participate and engage with trustees and management of First Capital REIT. As we just hosted an Investor Day in February presenting the trust strategy, business, and operations, we will not provide a presentation following the formal portion of today's AGM.
If you were not able to join us for that Investor Day , you can find a recording on the First Capital website. Members of First Capital's board and trustee nominees, as well as First Capital's executive leadership team, are attending today's meeting either in person or remotely. I will chair the meeting, and Alison Harnick will act as secretary. First, we would like to discuss how voting and questions will be answered in a minute and addressed in this hybrid format. Usually, and this year is no exception, the vast majority of unit holders submit proxies or voting instructions in advance of the meeting, with only a small number of unit holders opting to vote the units at the meeting. Registered unit holders or duly appointed proxy holders who wish to vote at the meeting may vote either in person or online through the online platform.
Registered unit holders who submitted a valid proxy in advance of the meeting do not need to vote again by electronic ballot or at the meeting. If you do not vote at the meeting, your previously submitted proxy will continue to be counted in the vote tabulation. Voting in person on all matters will take place by the ballot that was provided to you when you arrive today. The ballot distributed to you includes each of the items of business being voted on today. You will be given the opportunity to vote on each business item after the presentation of all such business items. Please do not return your ballot until told to do so. At that time, the scrutineer will come around and collect your ballot.
Once the ballots are collected, we will take a short recess to allow the scrutineer to tabulate the ballot results and report the results of the vote. For the purposes of the meeting today, voting online will be conducted by a single electronic ballot. Registered unit holders and duly appointed proxy holders will be given the opportunity to vote on each business item after the presentation of all such business items. Registered unit holders who choose to vote by electronic ballot at the meeting will be revoking any previously submitted proxies, and only the electronic ballot submitted at the meeting will be counted in the vote tabulation. Again, if you have previously voted, there is no need to vote again.
When registered unit holders and duly appointed proxy holders are given the opportunity to vote, you will receive a message on the Lumi virtual interface requesting you to register your votes should you choose to do so. Please note that you will only have a certain amount of time to vote. In this hybrid format, questions will be accepted from registered unit holders and proxy holders in person and through the online platform. Once all motions being considered as part of the formal business portion of the meeting have been introduced and prior to the voting period, we will address any questions related to such motions. We will address any general questions that do not pertain to the formal business of the meeting during our question and answer period after the formal portion of the meeting has concluded.
When prompted, registered unit holders or the duly appointed proxy holders attending the meeting in person may raise questions in respect of a motion by raising their hand, and when recognized by the chair, addressing their questions or comments to the chair. When asking a question, please indicate your name, which entity you represent, if any, and confirm if you are a registered unit holder or a duly appointed proxy holder. If applicable, please also specify which formal business item your question pertains to. For those attending the meeting virtually, questions in respect of a motion may be submitted by any registered unit holder or duly appointed proxy holder using the instant messaging service of the Lumi virtual interface during the formal portion of the meeting.
Please note that there will be a slight delay in the publication of the questions received, and we will address any questions relating to the formal business portion of the meeting after the introduction of all business items and prior to the voting period. When asking a question, please indicate your name, which entity you represent, if any, and confirm if you are a registered unit holder or a duly appointed proxy holder. If applicable, please also specify which formal business item your question pertains to. We will address general questions received online that do not pertain to the formal business portion of the meeting during our question and answer period after the formal portion of the meeting has concluded. To ensure fairness for all attendees, the chair will decide on the amount of time allocated on each question and may limit, consolidate, or decline questions.
Questions with common themes may be grouped together for efficiency. In the unlikely event of a serious technological failure that prevents the meeting from continuing, the chair may determine to postpone the meeting. To make the best use of our time, certain unit holders have been asked to move and second the proposals, which are called for in the notice of the meeting. Before we start, I would ask Alison to provide the necessary caution regarding forward-looking statements.
Thanks, and good morning, everyone. On behalf of those speaking today, I would like to note that their comments may include forward-looking information and forward-looking statements within the meaning of applicable Canadian securities laws, and they may refer to non-IFRS financial measures. Details regarding forward-looking statements and non-IFRS financial measures are on screen and can be found in our various securities filings, including First Capital's most recent MD&A, current Annual Information Form , and Annual Report to unit holders. These can be found on SEDAR+ and on the REIT's website. Actual results could differ materially from the forecasts, projections, and conclusions in the forward-looking statements made today. All of the forward-looking information and statements that we may provide, which includes all information other than statements of current and historical facts, are qualified by the cautionary statement posted on the screen.
Thank you, Alison. The meeting will now come to order. Representatives of Computershare Trust Company of Canada, the REIT's transfer agent, have been appointed to act as scrutineer. Notice of the meeting, including the agenda for today, was mailed to unit holders on or about March 24th, 2024. The scrutineer has confirmed that proxies representing over 72% of the units entitled to vote at the meeting have been properly deposited prior to the meeting and that a quorum is present. I now declare the meeting as properly constituted for the transaction of business. The first item of business is the tabling of our 2023 audited consolidated financial statements together with the auditor's report. These can be retrieved from the investor section of the First Capital website or SEDAR+.
Please note we will address any questions respecting the financial statements in the question and answer period following the formal portion of the meeting. I will now proceed with the next item of business, the election of trustees. 10 trustees are to be elected, and detailed information regarding each of the 10 nominees is set out in the circular. The board has adopted a majority voting policy that permits unit holders to vote in favor of or withhold from voting separately for each nominee. Details concerning the policy are available in the circular, and the full policy is available on our website. Based on the proxies received by the scrutineer in advance of the meeting, each trustee nominated received votes in favor from a range of at least 90%-over 99% of the votes cast.
Pursuant to Section 6.7 of the Declaration of Trust of the REIT, trustee nominations were required to be received 30 days prior to the meeting. As no such nominations were otherwise received, no one other than the proposed nominees are eligible to be nominated. As mentioned, I have taken the liberty of asking certain unit holders to make the motions for the election of trustees and other motions today. Could I please have a motion for the election of trustees?
Mr. Chair, my name is Jane Camara, and I'm a unit holder of First Capital REIT. I nominate the following person for election as trustee of First Capital Real Estate Investment Trust to hold office as trustees of the REIT until the next annual meeting of unit holders or until their successors are duly elected or appointed: Paul Douglas, Adam Paul, Leonard Abramsky, Sheila Botting, Ian Clarke, Dayna Gibbs, Ira Gluskin, Annalisa King, Al Mawani, and Richard Nesbitt.
Mr. Chair, my name is Noah Parker, and I'm a unit holder of First Capital REIT. I second the motion.
Thank you. As mentioned at the beginning of this meeting, voting today will be conducted by a single ballot for those in person or an electronic ballot for those voting online. We will therefore continue with the next item of business, which is the appointment of the REIT's auditors, and you will be prompted to vote on the election of each trustee after the presentation of all business items for this meeting. We will now move to the appointment of the auditors and authorization of the trustees to fix their remuneration. Based on the proxies received by the scrutineer in advance of the meeting, the auditors have received votes in favor representing at least 99% of the votes cast. May I have a motion to appoint the auditors and authorize the trustees to fix their remuneration?
Mr. Chair, I move that Ernst & Young LLP be reappointed auditors of First Capital REIT to hold office until the next Annual Meeting of unit holders or until their successors are appointed and to authorize the trustees to fix their remuneration.
Mr. Chair, I second the motion.
Thank you. You will be prompted to vote on the appointment of the auditors after the presentation of all business items for this meeting. The next item of business is the advisory resolution regarding First Capital's approach to executive compensation, which is disclosed in detail in the circular. A copy of the resolution is set out in the circular. Based on the proxies received by the scrutineer in advance of the meeting, the Say on Pay Advisory Vote has received votes in favor representing at least 89% from the votes cast. May I have a motion to approve on a non-binding advisory basis First Capital's approach to executive compensation?
Mr. Chair, I move that the non-binding advisory resolution on the REIT's approach to executive compensation in the form set out in the circular be approved.
Mr. Chair, I second the motion.
Thank you. You will be prompted to vote on a non-binding advisory basis on First Capital's approach to executive compensation after the presentation of all business items for this meeting. The next item of business to consider and, if deemed advisable, pass a resolution authorizing amendments to the REIT's Deferred Trust Unit Plan . A copy of the resolution is set out as Appendix A to the circular. Over 95% of the votes cast in advance of this meeting are in favor of the resolution to approve the proposed amendments to the REIT's Deferred Trust Unit Plan . May I have a motion that the resolution in the form attached as Appendix A to the circular authorizing amendments to the REIT's Deferred Trust Unit Plan be approved?
Mr. Chair, I move that the resolution in the form attached as Appendix A to the circular authorizing amendments to the REIT's Deferred Trust Unit Plan be approved.
Mr. Chair, I second the motion.
The next item of business is to consider and, if deemed advisable, pass a resolution authorizing the proposed amendments to the REIT's Restricted Trust Unit Plan . A copy of the resolution set out as Appendix B to the circular. Over 92% of the votes cast in advance of this meeting are in favor of the resolution to authorize the amendments to the REIT's Restricted Trust Unit Pla n. May I have a motion that the resolution in the form attached as Appendix B to the circular authorizing amendments to the REIT's Restricted Trust Unit Plan be approved?
Mr. Chair, I move that the resolution in the form attached as Appendix B to the circular authorizing amendments to the REIT's Restricted Trust Unit Plan be approved.
Mr. Chair, I second the motion.
Thank you, Jane and Noah. As this is the last item of business to be voted on, Alison, were there any questions or comments submitted online in respect of today's business items?
No, we haven't received any questions online.
Thank you. Are there any questions or comments from in-person attendees in respect of today's business items? Mr. Segal.
I have two questions. I have two questions, one on the board and one on the compensation. Page 92 of the circular shows a pie chart where it goes over the length of term of each director. So first, let's make the facts clear because the pie chart is not very clear. 20% of the board has served between 7-10 years. That would be Annalisa King and Adam Paul. Is that correct?
Two of them are, yeah.
Right. Annalisa has been on the board for seven years, and the CEO, who's not an independent director - we all know that - is the only one who's been on the board for 10 years. So when you look at the pie chart, it looks very balanced. I just wanted to make sure that I understand the facts correctly. It's only Annalisa King who has been on the board for seven years. And the reason why I'm asking this, Mr. Chairman, up and until last year, with courtesy of Miss Annalisa King and the governance committee, a fundamental policy was removed of First Capital's circular last year, which says that there should be board members with institutional memory on the board who understand the history and the performance of the company before the last few years. That sentence was removed, and there's no longer a need.
When you look at the board today, other than Annalisa King, whose role in spending CAD 10 million last year defending the company - I don't know against what - CAD 10 million of our money. Am I right? All the board has served less than five years, with the exception of Mr. Mawani, who's been on the board for six years, which means I don't understand how that serves the heading of the whole chapter of board, which is provide proper oversight and challenge management. In most of the board, the fundamental part of the board, doesn't really know how this company operated or acted when it was actually successful.
I don't think I would read anything in particular to that sentence being removed. The strategy around corporate governance would have a range of tenure on the board. That's still the case. It is also considered good governance that once a director or trustee has been on the board more than 10 years, they become less and less "independent." Our proxy rating agencies certainly look at that. If you recall, the people who have left the board recently have been replaced by some of the members that you mentioned had served for a very long time, indeed, more than 20 years, and that also is considered weak governance. So we're trying to find the right balance between tenure and going too long.
Obviously, it's not my place to debate it. I just wanted to stress the point. I obviously disagree with the fact. I think the only diversification this board has is anybody who doesn't agree with what happens is out. So the second question is page 80 to the compensation list sorry, to the circular list two comps in terms of pay for management. One is Empire, and one is H&R. What was the judgment of putting Empire rather than Crombie and H&R rather than the spinoff Primaris, which are Crombie is a direct you can't get more peer group than Crombie and Choice.
Well, I mean, agree with me, is a supermarket-anchored REIT, which I think is one of First Capital's strengths, finally recognized last year sorry, last month in the investor meeting. Before we remind you, we were Super Urban developers and blah, blah, blah, blah, and all this nonsense that we heard for years. And then H&R, how is H&R a better comp than Primaris?
Every year, with the help of consultants, we look at the peers that we're going to use for comparison. We've made changes over the years. I believe the reason Empire was considered a comp was because of the retail aspect of that company and comparing it. We are a retail REIT. In any case, we have made further changes since then.
Because you have Choice and not Loblaw. I'm just pointing it out.
Okay. Are there any other questions? You will now be prompted to register your vote in respect of each of today's business items. For those of you attending the meeting in person, please complete the ballot that was provided to you when you arrived today. Once voting is complete, the scrutineer will collect your ballot. For those of you attending the meeting online, please register your votes by accessing the voting page when prompted and make your selections in respect of each of today's business items. Once the electronic balloting closes, the voting page will disappear, and your votes will be automatically submitted. We will wait for a few moments for the completion of the ballots and then move on at the remainder of the meeting. We will provide registered unit holders and duly appointed proxy holders approximately two minutes to complete the ballots.
Once voting is completed, I would ask that the scrutineer compile the report regarding the results of voting on all business matters. We will reconvene in a few moments with the scrutineer's report and the voting results. This brings us to the end of the voting on items of business before this meeting, and I therefore declare the polls closed. Thank you for casting your votes. The scrutineer will tabulate the votes cast, and we will report back on the results momentarily. Following the formal portion of the meeting, there will be a question-and-answer period. I'm pleased to report we have now received the preliminary voting results from the scrutineer on the five items of business. The formal voting results will be made available on SEDAR+ following the meeting.
On the election of trustees, the voting results show that each trustee nominee has received the required number of votes in favor of his or her election. Accordingly, I declare that the proposed trustee nominees have been duly elected as trustees of First Capital REIT to hold office until the next annual general meeting of unit holders, or until they resign or their successors are duly elected or appointed. On the election of auditors, the voting results show that the required number of votes cast were in favor of the reappointment of Ernst & Young LLP as the auditors of First Capital REIT. I declare that Ernst & Young LLP are reappointed auditors of First Capital REIT and that the trustees are authorized to fix the auditor's remuneration.
On the advisory vote on First Capital's approach to executive compensation, the required number of votes cast were voted in favor of First Capital's approach to executive compensation. The motion is carried, and the resolution is approved. On the authorization of the amendments to the REIT's Deferred Trust Unit Plan set out in the resolution attached as Appendix A to the circular, the required number of votes cast were voted in favor of the resolution.
The motion is carried, and the resolution is approved. On the authorization of the amendments to the REIT's Restricted Trust Unit Plan set out in the resolution attached as Appendix B to the circular, the required number of the votes cast were voted in favor of the resolution. The motion is carried, and the resolution is approved. As we've come to the end of the formal portion of the meeting, we will terminate the meeting now. May I have a motion to terminate the meeting?
Mr. Chair, I move that the meeting terminate.
Mr. Chair, I second the motion.
Thank you. I declare the meeting terminated. Before we open the question-and-answer portion of the meeting, I would like to pass the meeting over to Adam Paul, President and CEO of First Capital REIT.
Thank you very much, Paul. Good morning, everyone. My remarks today will be brief given we're on the heels of a very comprehensive Investor Day during which we outlined where First Capital's business is currently, where we're taking the business, and how we're going to get there. We covered several of our core competencies and our competitive advantages in that regard, all tied to the business of grocery-anchored retail and the rezoning of future development sites. Most importantly, we laid out our key objectives for our investors, which our strategy is specifically designed to deliver. And that is consistent growth in FFO per unit, NAV per unit, and distributions per unit. Part of delivering those is a stronger balance sheet. We also laid out our expectations across several key metrics that we expect to achieve both this year and over the next three years.
We made a lot of progress over the last year, and the business is in great shape, but we still have a lot of work to do. We have everything we need to do it, including exceptional fundamentals. The massive increase in Canada's population over the last few years has increased the customer base of our tenants. Against that backdrop, we've seen next to no new supply of grocery-anchored centers for many years. There are both physical and now economic barriers to entry for that supply. We also know that inflation has been a net positive for the majority of our tenants. When asked to look no further than our top 20 tenants, 75% of them are public companies, so we get a good window into what's going on in their business. We know that inflation has driven top-line sales, but equally as important, profit margins have been protected.
What that's done is it's improved store profitability and consequently rent-paying capability. Needless to say, your board and management team are very, very confident in our strategy. We're very focused, and we're excited to continue to successfully execute our strategy. I'd like to thank our board of trustees for your wisdom and your guidance. I'd like to thank my partners on the executive leadership team for your passion, your commitment, and your teamwork. I'd like to thank all of our employees for their tireless efforts. I'd like to thank you, our investors, for your continued trust and support. With that, I will now turn it back over to you, Paul.
Thank you, Adam. We're now at the informal part of the meeting, and we will open the floor for questions. Either Adam in all likelihood or I will answer the questions. Jeff?
Thank you, Mr. Chair. I was just curious. The question that was posed earlier by Mr. Segal about the compensation, I suspect I don't feel it was particularly the essence of his question was addressed. My recollection was that in response to the question, you noted that Empire is in the retail business, which is accurate, but Crombie is in the retail real estate business as is First Capital. So it seems you have a number of more direct peers.
I think the essence of the question is why award those peers H&R and Primaris is a great example because, as you know, Primaris is in the retail business. H&R is not. So it seems it was very particularly constructed, and I'm wondering what was the reason for doing so, and if you have any sense, what would have been the implications if other more direct peers, Choice, RioCan, SmartCentres perhaps? I have no idea what the answer is, but I'm curious. Thank you.
I don't have the list in front of me, but some of those companies are in the group of peers that you just RioCan, for instance, and others. We do change them as time goes by and the business evolves and the market evolves, and we take advice on doing that. We made changes last year to the peer group, and the result of it was that our executive team did move slightly in the range, but they were well within the range, and we were comfortable.
I want to talk about well, I want to ask about the business itself and its performance because that's factual. The Investor Day emphasized, I think rightfully so, and I think everybody here probably agrees, that First Capital has the best portfolio among all its peers, particularly when it comes to supermarket-anchored shopping centers. I don't think anybody here would disagree with that. In other words, the cards we were dealt with are pretty good.
If I look at our two direct peers, which is Choice and Crombie, they are supermarket-anchored shopping centers. In the last five years, we have significantly underperformed those two entities, double-digit, and in the case of Choice, the underperformance is material. The decade before that, we outperformed those two entities. I'm really scratching my head to try to understand why, and I wonder if there is an answer to that that you struggle with and therefore you want to improve.
Adam?
Yeah. Yeah. We actually have a couple of slides that I'd like to put up that I think may be helpful in answering your question. So start with slide A, and then if we could get slide B ready because we're going to look at that. I view our five key peers as the two you mentioned, Choice, Crombie, also CT REIT, RioCan, and SmartCentres. What this chart does is it charts strictly unit-price performance over the last five years. You can see at the beginning of that chart, there's a massive drop. That's COVID. Unfortunately, COVID disproportionately impacted the retail sector. You can see that the three, we'll call it retail-sponsored REITs, performed exceptionally better than the three non-retail-sponsored REITs. We fell, unfortunately, in that bottom bucket. We were disproportionately impacted from a number of reasons.
I think most of them are self-explanatory, but through that period when the REIT was getting a major portion of their income from one specific tenant, particularly grocery, or in the case of the entire, 92% of their income was coming from that one tenant who had much less restrictions imposed on them, required no support, unlike the vast majority of our tenants. We are still recovering from that. That's pretty clear. We've adjusted. There's been another major event that's impacted the last few years. It certainly didn't impact the 10 years prior as you referenced. That's the large increase in interest rates versus a massive continuing decline in interest rates. We've adjusted. We've adjusted our strategy. We've done a lot of work on it at the board and management level. We communicated in a very comprehensive way at our Investor Day , and we've been executing it.
We've been executing it for a year and a half, and it's working over that year and a half. And that's where the next slide would come in, slide B. This shows the returns over the last 18 months or so, which is when we implemented our optimization plan, which effectively, in substance, is our core strategy. And we've significantly outperformed every single one of those five peers by a wide margin.
In fact, we've outperformed the entire REIT index, which includes industrial REITs, which have been generally more in favor, multi-residential REITs. So the board and management's view is that our strategy is working. I agree with you that it's been disappointing. We wish the unit price would be higher, but we think that over time, if we successfully execute the strategy, that will occur just like it has over the last 18 months. I acknowledge we were coming off a low base, but clearly, we believe our strategy is working.
Hold on one question. I wanted to give the answer because I knew that was going to be the answer because I look at the charts too, and as you know, I know something about a little bit about this business. So with all due respect, this is absolutely not true, 100% not true. Not the slide is not true. The relation you guys are trying to make between them. I'll explain it. And the reason why it's not true is because, first of all, if you look at the last tremendous crisis in this industry in the last two decades, 2008 or 2009, First Capital was the top performer, notwithstanding the retail-sponsored REIT, which is nonsense, absolute nonsense, rubbish. Let me suggest why First Capital underperformed its two most important REIT peers.
In the last five years, there were two fundamental decisions that are the worst in every retail REIT history in the history of retail REITs in Canada, which is the Gazit transaction and then going short on that ladder in the worst possible timing in three decades. This is the reason why First Capital is underperforming. It goes back to my first comment. When there is a board who's not prepared to actually discuss things and challenge, and the board is so confident in the strategy that it would not debate it with me, for instance, I've sent 10 letters to the board, and I got one answer, "We disagree with you, and we support management." I don't know what you disagree with. I don't know why. This is not a board, definitely not a CEO, that is prepared to challenge their strategy. Absolutely out of the question.
And I don't see anything right now that is going to change this over the next few years in the way the company behaves. This company now is an option on a 10-year bond. That's it. It doesn't matter what it does. A 10-year if you want to put the chart, I have it, by the way. It follows First Capital with a 10-year bond. It's the most sensitive entity among all its peers because that's what it is. A real estate entity with 3.5-year term to maturity, CAD 2.5 billion term to maturity is not a real estate entity. It's an option on interest rate. And that brings me to my last final question. I'm sure the management I'm sure the management did this. It's just a number question. I just want to confirm it, not that I don't know the number.
If we mark to market the term to maturity right now to 5.5 years as this company was for two decades until the circus that went on in the last five years, what would be the FFO today? If you just took mathematically and you turned that 3.5-year term to maturity to 5.5, what would be the FFO? Does anybody know the answer to this question?
It's so lower because the cost of 5.5 years downwards is whatever.
No, no, no, no. What's the number?
I don't know the number, Dori.
Oh, I thought you guys had discussed the strategy so thoroughly in the last months. What is the number? What's the number? What's the FFO number if today you're at 5.5-year term to maturity? Does anybody know here? Audit committee, CFO, CEO? Nobody. Nobody has a clue in this company what would be the number.
We have discussed it, Dori, and you've referenced our term to maturity.
What's the number?
Can I address your question?
Oh, yeah. Oh, yeah.
You've addressed the term to maturity with the board several times. It's not lost on us. I would like to address it because we spent a lot of time on debt strategy, and we take a holistic approach to debt strategy. The debt ladder is just one single component. We look at debt to EBITDA, debt to assets. We look at our mix of secured versus unsecured, variable versus fixed-rate debt. We look at the diversification of our funding sources, the amount of liquidity we're carrying, our overall debt level. That's an important one. We have made a strategic decision to reduce our overall debt level, and it's been widely supported by our investors. That inherently.
Who is people?
No, no. Our investors don't support—I'm sorry, Dori. We have done a ton of engagement with our investors, with and without management. It's widely supported that lower debt is better for First Capital, okay? That's a fact. Inherently, when you're doing that, you have a shorter ladder. Number one, we're renewing less debt than is maturing every year. That in itself shortens the ladder. Number two, to pay off debt without penalties, we need maturing debt. We carry mostly fixed-rate debt, as you know. Ultimately, we'd like to have a 10-year ladder, meaning a five year average term, and we need some time to do it. But what's most important, Dori, is that our debt strategy is working. The proof's in the pudding. We just did an unsecured debt offering a few weeks ago. It was eight times oversubscribed.
Our bankers have told us it's the most successful REIT debt offering that they can recall. We had over 60 investors come into our bonds. And if you look at our credit over the last few months, since the beginning of the year, our unsecured debt spreads are in over 100 basis points. 40 basis points of that's been sector-wide, all real estate companies. Over 60 is FCR-specific. It's clear that it's working, Dori.
We're now inside of RioCan, inside of SmartCentres. We've got CT REIT and Crombie REIT in our sights, over the 10 basis points of where they're priced. So from our perspective, the debt strategy is working. And yes, I agree with you. I would like to have a longer term to maturity, but that's one element of the overall debt strategy. I hope that gives you a little more insight as to how we're looking at it and what we're thinking. We disagree. It's a critical part of our strategy going forward.
That's rightfully so, by the way. So those debt reduction stories. Absolutely not great. You're not reducing it. Whether you're 42 or 44, we're not making it. What makes the difference is the difference between the compound and the NOI. That's what makes the difference in this, the free cash flow. And free cash flow, over the next two years, interest rates don't go down, which is the only business number right now. It isn't any other.
Our business plan assumes no decline in interest rates. We've tried to make that clear on our Investor Day .
Just show us the number. Once you move five to the letter, what's the.
We outlined our key metrics at our Investor Day .
Yes, they're wrong.
That's your opinion, Dori. It's unfortunate you feel that way, but those are our numbers.
All right.
Dori, I just want to respond to one part of your question or comment. You have corresponded with the board a number of times. We have always answered. There are times when your correspondence comes faster than we can answer, and we've answered two with one, but we've always replied. We have not provided detailed point-by-point arguments with you. That's true. We've also allowed you to speak directly to the board twice in the last two years, presentations to the board, one virtually and one in person. So the board has not ignored you. The board has paid you a great deal of respect, which it should given your past history with us.
Improvement in debt metrics on an annual basis for the last four or three years. So I think it's worth worrying. The improvement in debt metrics is somewhat close to what it was five years ago under the price of the equity. You can make debt holders very happy and have the stock at CAD 12. Doesn't matter. Debt holders are in different institutions. The holistic approach should be running the business for the benefit of all stakeholders, not the debt holders, not other stakeholders. That's not what you're doing right now. And that's only getting discouraged.
Mr. Weller.
Thank you. The premise of my question is I don't believe we don't believe that you have too much debt. We believe, as you've addressed, that you have a term structure of debt issue. And I think the view that you have too much debt is, in my opinion, experience is driven by generic references to Bay Street and not view with respect to the quality of your portfolio and the lower cap rate that it has, deserves, in the private market.
It's not a real estate-driven strategy. It's a Bay Street-driven strategy. But my question is, stop the speechmaking, is in that context, do you have a sense of how much of the capital optimization plan I mean, normal course calling of the portfolio is prudent. Any good real estate company that does that, and you guys have done it for years. Do you have a sense of how much of the capital optimization plan would be driven by this disagreement with you on reducing the amount of debt versus normal course culling of the portfolio?
Yeah, it's a good question. We've talked about our debt many times as well. I want to be clear. The debt reduction strategy is not about solvency. It's not about bond holders. It's about cost of capital and equity multiple. That's what it really is. I know you're in a different category in terms of view, but the vast majority of our institutional investors, equity investors, very much are zoned in on debt reduction and fully support it. It's from that cost of capital perspective. The reason we're selling the amount of assets we're selling, the types of assets we're selling, is not solely driven by the debt reduction strategy.
We own a lot of assets that have been good for NAV but harmful to FFO. There are also assets that are, we'll say, fully valued in the private markets that typically, over time, are not fully valued in the public markets. And so monetizing those and converting them to cash, whether we use it to pay down debt or invest in other assets that do get fully valued, that's an important part for us of closing the gap between where we trade and our NAV. It's not solely driven by debt reduction strategy.
Roughly, how many basis points do you think you would save in terms of your cost of your debt if you improved your debt metrics?
Well, I mean, it depends. So we've taken our debt to EBITDA, for example, from call it we were close to 11 to high 9s, and we've told the market we're going to low 9s by the end of the year. Based on where we sit today, that's come in 100 basis points. Again, I would say 40 of that is kind of sector-wide. So 60 basis points, I think, is what's relevant for this discussion because it's FCR-specific.
We think we can get it into the low 8s in the next three years. And the reality is Choice is the sector leader. Today, they were at the end of last year, they were north of 100 basis points inside of us. They're about 35 today. I don't see any reason why we can't catch them and go through them, notwithstanding they benefit from piggybacking off the Loblaw credit. We have other unique attributes that I think can compensate for that. So I think it's material, Jeff.
I would think that the most often, in a reasonable case, you're probably at this juncture. It takes 20 bps to achieve the ambitious goals you have. And my question to you is, the amount of reduction in leverage that you've got capital over real estate service and grow your cash flow would be a lot more prudent, in my view, than saving that 20 basis points by driving down your leverage if you don't have that leverage.
Yeah. Look, there's merit in your point. I respect your view. I think it's more than 20 basis points. And I think there's another part of it that what does it do to our equity multiple? I think that's another factor as well.
On the King High Line? An update on that decision.
What specifically?
An update on the High Line.
The public realm, the pedestrian path?
Yeah.
Yeah.
High Line .
Okay. So short answer is Metrolinx, tied up with them. But after the meeting, Dori, if you want, I think Jordy can give you more specific details. He's closer to it.
Let me question you. There are two examples globally of High Lines similar to what the King High Line could become. That's New York and another city I'm not going to mention right now. I've been to both places. Both places experienced significant increase in the value of residential around them once the project is done, public project. So I just want to ask again, why did we sell 500 units of residential at below replacement cost when they could experience doubling in value? That's question number one. Question number two, how did we get to 11 debt to EBITDA ratio? I mean, you talk about it as if it just came out of thin air. How did we get to 11 that we now have to bring it back to nine?
Yeah. So the first question, I think, was why did we sell King High Line? We have a different view on what the impact of the high line will do to the residential. We don't view it on the same scale as New York's High Line. That being said, at the time, we had CAD $4 rents. You can argue it's below market, not grossly below market. Interest rates had risen dramatically. The property was full. We sold it at a 2.9% current yield. It was strictly a capital allocation decision.
New York's capital side, you don't see it as doing a 50% increase to buy a new project?
No, I don't regret the decision. I would do it again today. I feel that what we did created more value for the company. For what it's worth, I know you disagree, Dori. It was widely supported. Our institutional investors were asking us to do more of that if we could.
They own us.
They own us, Dori. I can't ignore them.
They are the ones giving the advice not to run it. I'll send them on the.
This is a question and answer period, not a debate period. Are there any other questions?
How do we get to 11? How do we get to 11 debt to EBITDA ratio?
Yeah. Look, there were a number of factors. COVID was obviously one. I know where you're going with this. It's the Gazit transaction. All I'd say is on the Gazit transaction, Dori, is it was five years ago. There are different circumstances. It clearly hasn't played out the way we had hoped. We did take it to unit holders. It made a lot of sense at the time. We had 85% of our outstanding units vote that transaction. It was overwhelming. It was 99.7% voted in favor. It made a lot of sense at the time.
Other question? Are there any questions online? No? In that case, thank you all for attending the annual general meeting for 2024 for First Capital REIT. We hope to see you again here next year.