Health Care REIT and Revera joint venture acquire 23 retirement residences

Revera Inc. and Health Care REIT, Inc. (HCN) have completed a transaction resulting in shared ownership of an additional 23 Canadian seniors living residences previously owned by Revera. As a result of the transaction, Health Care REIT owns a 75 per cent interest in the approximately US$634 million portfolio and Revera owns the remaining 25 per cent in Manitoba. Revera continues to manage these residences, earning fees through an incentive-based management contract. The 23 seniors living residences comprising the portfolio have approximately 2,900 suites and are located primarily in major Canadian markets in Ontario, Alberta. The HCN-Revera joint venture now owns a total of 70 seniors living residences across Canada with an aggregate 7,900 suites.

Headquartered in Toledo, Ohio, Health Care REIT is a real estate investment trust that invests across the full spectrum of seniors housing and health care real estate. As of March 31, 2015, the company’s broadly diversified portfolio consisted of 1,384 properties in the United States, the United Kingdom, and Canada.

Revera is a leading owner, operator and investor in the senior living sector. Through its portfolio of partnerships, Revera owns or operates more than 500 properties across Canada, the United States and the United Kingdom, serving more than 45,000 people. The company offers seniors’ apartments, independent living, assisted living, memory care, long term care and skilled nursing. With more than 45,000 employees dedicated to providing exceptional care and service, Revera is helping seniors live life to the fullest. Through Age is More, Revera is committed to challenging ageism, the company’s social cause of choice.

Goodmans LLP acted as counsel to HCN-Revera Joint Venture Limited Partnership and the other joint venture entities with a team led by Stephen Pincus, Michelle Roth and Jon Northup and including Ira Barkin (real estate), Gail Jaffe, Matt Segal, Rachel Ouellette and Emily Weizel (corporate), Ken Saddington (tax), Richard Annan and Gail Jaffe (competition), Joel Schachter (Investment Canada), Jennifer Ehrlich (healthcare regulatory) and Karen Vadasz and Andrea Bettello (financing).

Revera was represented in-house by Frank Cerrone, Senior Vice President, General Counsel and Secretary and Kim Kowalik, Vice-President, Legal Services and Assistant Secretary and represented externally by Torys LLP with a team that included David Dell, Graham Rawlinson and Nooreen Bhanji (real estate/corporate), Corrado Cardarelli, Richard Johnson and Leila Ross (tax), Mitch Frazer and Bradley Tartick (pensions and employment) and Omar Wakil (competition).

Health Care REIT was represented in-house by Megan Wolfinger, Vice President-Legal, and Theresa Whetro.  It was represented externally by Sidley Austin LLP with a team led by Matthew McQueen and including Jonathan Blackburn and Rachel Saunders; Arnold & Porter with a team led by Joe Howe as special REIT counsel; and Shumaker, Loop & Kendrick, LLP, with a team led by Mary Ellen Pisanelli and including Cynthia Rerucha. Borden Ladner Gervais LLP acted as special Canadian counsel to Health Care REIT with a team led by Paul Mingay and including Andrew Bunston (corporate), Noella Milne and Serge Lakatos (real estate), Stephen Fyfe (tax) and Subrata Bhattacharjee and Neil Morgan (competition and Investment Canada.

Cassels Brock & Blackwell LLP acted as counsel to the lead lender, First National Financial Limited Partnership (and various other mortgage lenders), with a team that included Jonathan Freeman and Natasha Jimeno (real estate).