Leisureworld Senior Care Completes $190M IPO

On March 23, 2010, Leisureworld Senior Care Corporation (“Leisureworld”) completed its initial public offering of 19,020,000 common shares. The shares were sold to investors at a price of $10 per share, generating total gross proceeds of approximately $190 million. The offering was sold through a syndicate of underwriters led by TD Securities Inc., Macquarie Capital Markets Canada Ltd. and RBC Dominion Securities Inc., and including BMO Nesbitt Burns Inc., CIBC World Markets Inc., Scotia Capital Inc., HSBC Securities (Canada) Inc., Brookfield Financial Corp., and Genuity Capital Markets (the “underwriters”). The underwriters have been granted an over-allotment option, exercisable in whole or in part for a period of 30 days, to purchase up to an additional 958,649 common shares of Leisureworld at the offering price.

Leisureworld has used the net proceeds of the offering to indirectly acquire from Macquarie Long Term Care LP (“MLTCLP”) approximately 95 per cent of the ownership interests in the operating entities and assets comprising the Leisureworld seniors housing business and to repay approximately $62 million of debt. The balance of the ownership interests were concurrently acquired by Leisureworld in consideration for a promissory note. The net proceeds of the exercise of the over-allotment option, if exercised, will be used to repay such promissory note. If the over-allotment option is not exercised in full, MLTCLP will be issued a specified number of common shares of Leisureworld in satisfaction of Leisureworld's remaining obligations under the promissory note.

Leisureworld is Ontario's third-largest licensed long-term care (LTC) provider, with 26 LTC homes, a retirement home and an independent living home in the province. Its subsidiaries include Preferred Health Care Services (a professional nursing and personal support services provider), Ontario Long Term Care (a purchasing services, dietary and social work services provider) and Tealwood Developments (a laundry services provider).

MLTCLP is managed by the Macquarie Group, an international financial advisory firm, and was represented by Stuart Miller, Senior Vice President and General Counsel of Macquarie North America, and externally by Blake, Cassels & Graydon LLP with a team that included Jeffrey Lloyd and Shlomi Feiner (corporate/securities) and Ron Richler and Paul Stepak (tax).

Leisureworld was represented by Goodmans LLP with a team that included Stephen Pincus, Michelle Roth, Bill Gorman, Mark Spiro, Caroline Cook, Meenu Khindri Patel and Shirin Mirsaeidi (corporate/securities); Alan Bowman, Maureen Berry and David Veneziano (tax); Francy Kussner (litigation); Ira Barkin (real estate); Kate Lyons (environmental); Scott Bell (legal research) and Joe Morrison (employment).

The Underwriters were represented by Torys LLP with a team that included Philip Symmonds, Christopher Fowles, Simon Knowling and Carol McFadzean (corporate); Corrado Cardarelli and Catrina Card (tax); Graham Rawlinson (real estate); Dennis Mahony and Michael Fortier (environmental) and Mitch Frazer (pensions & benefits).