Chartwell Seniors Housing Real Estate Investment Trust Completes $204 Million Equity Offering of Subscription Receipts and Offering of $135 Million Aggregate Principal Amount of 5.7% Convertible Debentures
/NOT FOR DISTRIBUTION IN THE UNITED STATES OR OVER UNITED STATES WIRE SERVICES/
MISSISSAUGA, ON, March 9, 2012 /PRNewswire/ - Chartwell Seniors Housing Real Estate Investment Trust (TSX: CSH.UN) ("Chartwell") announced today the closing of its previously announced public offerings (the "Offerings") of 24,913,125 subscription receipts (the "Subscription Receipts") at a price of $8.20 per Subscription Receipt for gross proceeds of $204,287,625 and $135,000,000 aggregate principal amount of 5.7% convertible unsecured subordinated debentures (the "Debentures"), including the exercise, in full, of the over-allotment options in respect of the Subscription Receipts and the Debentures. The Offerings were completed on a bought deal basis through a syndicate of investment dealers led by RBC Capital Markets.
The net proceeds from the sale of the Subscription Receipts will be held by Computershare Trust Company of Canada (the "Subscription Receipt Agent") pending the completion of the Acquisition (as defined below) prior to 5:00 p.m. (Toronto time) on May 30, 2012 or the termination of the Acquisition. Chartwell intends to use the entire net proceeds of the offering of the Subscription Receipts (following the release of the escrowed funds by the Subscription Receipt Agent), to finance, in part, the purchase price for Chartwell's previously announced acquisition of a 8,187 suite Canadian seniors housing portfolio in a co-ownership arrangement with Health Care REIT, Inc. from a group of funds managed by the Maestro group (the "Acquisition"). The expected closing date for the Acquisition is May 1, 2012.
Chartwell intends to use the net proceeds of the offering of Debentures: (a) to redeem all of the issued and outstanding 5.9% convertible unsecured subordinated debentures (the "Series 2007-1 Debentures"), totalling approximately $78 million, which amount includes accrued and unpaid interest; (b) to repay approximately $52 million outstanding under Chartwell's operating facility; and (c) for general trust purposes.
The Subscription Receipts and the Debentures will be listed for trading on the Toronto Stock Exchange under the symbols "CSH.R" and "CSH.DB.B", respectively, and will commence trading on the Toronto Stock Exchange on March 9, 2012.
The redemption price in respect of the Series 2007-1 Debentures has been determined in accordance with the provisions of the trust indenture governing the terms of the Series 2007-1 Debentures. The redemption price will be paid in cash and is $1,000 per Debenture together with accrued and unpaid interest on the Debentures up to, but not including, the redemption date. The redemption is expected to take place on or about March 19, 2012. A notice of redemption was mailed on February 15, 2012 to CDS Clearing and Depository Services Inc. ("CDS") and the trustee, Computershare Trust Company of Canada. Non-registered holders (banks, brokerage firms or other financial institutions) who maintain their interests in the Series 2007-1 Debentures through CDS should contact their CDS customer service representative with any questions regarding the redemption. Alternatively, beneficial holders with any questions about the redemption should contact their respective brokerage firm or financial institution, which holds interests in the Series 2007-1 Debentures through CDS on their behalf.
This press release is not an offer to sell, or a solicitation of an offer to buy, any securities. The securities referred to in this press have not been and will not be registered under the U.S. Securities Act of 1933, as amended and may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act of 1933.
Chartwell is a real estate investment trust focused on generating sustainable, stable and growing cash distributions from owning and managing a complete range of seniors housing communities. It is one of the largest participants in the North American seniors housing business. Chartwell's aim is to capitalize on the strong demographic trends present in its markets to maximize the value of its existing portfolio of seniors housing facilities, and prudently avail itself of opportunities to grow internally and through accretive acquisitions.
Chartwell's Distribution Reinvestment Plan (DRIP) allows Unitholders to have their monthly cash distributions used to purchase units without incurring commission or brokerage fees, and receive bonus units equal to 3% of their monthly cash distributions. More information can be obtained at www.chartwellreit.ca.
Forward Looking Information
This press release contains forward-looking information that reflect the current expectations of management about the future results, performance, achievements, prospects or opportunities for Chartwell and the seniors housing industry. These statements generally can be identified by use of forward-looking words such as "may", "will", "expect", "estimate", "anticipate", "believe", "project", "should" or "continue" or the negative thereof or similar variations. Forward-looking statements are based upon a number of assumptions and are subject to a number of known and unknown risks and uncertainties, many of which are beyond Chartwell's control that could cause actual results to differ materially from those that are disclosed in or implied by such forward-looking statements.
While we anticipate that subsequent events and developments may cause our views to change, we do not have an intention to update this forward-looking information, except as required by applicable securities laws. This forward-looking information represents our views as of the date of this press release and such information should not be relied upon as representing our views as of any date subsequent to the date of this document. We have attempted to identify important factors that could cause actual results, performance or achievements to vary from those current expectations or estimated expressed or implied by the forward looking information. However, there may be other factors that cause results, performance or achievements not to be as expected or estimated and that could cause actual results, performance or achievements to differ materially from current expectations, including the failure of Chartwell to redeem the Series 2007-1 Debentures in a manner consistent with management's expectations. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those expected or estimated in such statements. Accordingly, readers should not place undue reliance on forward looking information. These factors are not intended to represent a complete list of the factors that could affect us. See "Risks and Uncertainties" in our MD&A and risk factors highlighted in materials filed with the securities regulatory authorities in Canada from time to time, including but not limited to our most recent annual information form.
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