Chartwell Senior Housing REIT Completes IPO

On November 14, 2003, Chartwell Senior Housing Real Estate Investment Trust (together with its subsidiaries, the REIT) completed its initial public offering by issuing 21 million trust units for $210 million. A further 3.15 million units were issued under the over allotment option on November 24, for an aggregate issue of $241.5 million. The offering was underwritten by a syndicate of underwriters led by RBC Capital Markets Inc.

Upon completion of the acquisition of its initial properties, the REIT will own 44 income producing seniors housing facilities. It obtained 22 of those properties, from Alert Care Corp., an entity owned by TD Capital, Eclipse Capital Corp. and other investors. The Alert Care acquisition involved a complex plan of arrangement involving Alert Care, Eclipse Capital and Eclipse’s public shareholders. Interests in 23 other stabilized income producing seniors housing facilities are being acquired from 14 other vendors. The seniors facility operations and development advisory management business of Chartwell Care Corp., the promoter of the REIT, was also purchased as part of the transaction. In addition, the REIT entered into a development agreement with Spectrum Seniors Housing Development LP, an entity that became a subsidiary of Chartwell Care as part of the transaction. Pursuant to the development agreement, the REIT provided acquisition mezzanine financing to enable Spectrum to acquire Alert’s interests in all remaining seniors housing facilities and projects under development by Alert Care. The REIT will have the right to purchase such properties from Spectrum when such development projects are completed and stabilized. The arrangement provides for further mezzanine financing to be advanced to fund further development acquisitions by Spectrum. The REIT also entered into an operating facility with Bank of Montreal.

The REIT was represented by Borden Ladner Gervais LLP, with a team led by Paul Mingay, and assisted by Frank Allen, Gordon Raman, Julie Mansi, Dyana McLellan and Adam Segal (corporate/securities), Adam Fanaki (competition), Robert Kopstein and Craig Webster (tax) and Bruce Fowler, Jamie Mathers and Carlyn Klebuc (bank lending); and Evelyn Goldfarb, Alan Sless and Jenette Boycott handled the real estate purchases and mortgage matters for the REIT in respect of the purchase of Alert Care properties and Spectrum mezzanine financing; and Murray Shopiro advised on the development agreement.

Tax structuring advice to the REIT was provided by KPMG LLP. Bogart, Robertson & Chu in Toronto handled the purchase of real properties from the other vendors, and related mortgage financings, on behalf of the REIT, with a team led by Brian Chu, and assisted by Bunk Robertson. Cora Miller and Stephanie Nagel of Borden Ladner Gervais in Calgary, Sylvie Bouvette, Patricia Galella and Alexandra Nicol in Montreal, and Mark Lewis in Vancouver provided assistance in connection with purchases of properties in Alberta, Quebec and BC.

Chartwell Care was represented by McCarthy Tétrault LLP in London, with a team that included Glenn Jones, Kristina Shaw and Carole Johnson (corporate) and Greg Clark (real estate), with respect to the sale of its management business to the REIT, and also represented Spectrum with respect to the development agreement and mezzanine financing arrangements. Chartwell Care was also represented by Richard Jones and Jeffrey Warren of Jones, Rogers LLP in Toronto. Ralph Dalgarno represented Chartwell Care in all aspects of the $2.5 million seed capital financing, effected privately through Chartwell Seed Capital LP, which supported the IPO.

Torys LLP represented TD Capital and certain other Alert shareholders in the sale of Alert, with a team that included Ed Nordholm, Michael Akkawi, John Guccione and Shariar Aboosaidi (corporate), John Unger (tax) and Linda Plumpton and Andrew Bernstein (litigation). Ross Woodland of Turnham, Woodland in Victoria represented HRC Alert Investors, another Alert shareholder.

Michael Melanson, Leslie Johnson, Alex Roberts, Brad Kruger and David Hanick (corporate and securities), Brian Carr and Peter Baek (tax) and Robb Heintzman and Brendan Bissell (litigation) of Fraser Milner Casgrain LLP represented Eclipse Capital and Alert Holdings Inc., another shareholder of Alert, in the Alert sale and in the Eclipse arrangement transaction as part of the sale to the REIT. Peter Murphy, Ron Matheson, Heidi Clark and Ron Turnbull, also of Fraser Milner Casgrain, represented Bank of Montreal in connection with the secured operating facility provided to the REIT.

Philip Draper of Harris, Sheaffer LLP in Toronto, and Don Bryant of McKenzie Lake Lawyers LLP in London, Ontario, acted for separate groups of mortgagors. The underwriters were represented by Osler, Hoskin & Harcourt LLP, with a team led by Chris Murray, and included David Surat, Alexis Gosselin and Tony Cugliari (corporate), Tim Schumacher and Susan Herceg (real estate), Sean Love (environmental) and Judith Harris and Ronit Florence (tax).