On April 27, 2018, Axium Infrastructure (Axium) and Revera Inc. (Revera) announced the completion of a joint venture to acquire and share ownership in 32 long-term care homes across Canada. This joint venture is owned by Revera as to a 25-per-cent interest and by an affiliate of Axium as to the remaining 75-per-cent interest. The joint venture was formed and the first acquisition by the joint venture of 16 care homes in Manitoba, Alberta and British Columbia was completed on December 21, 2017. The second acquisition by the joint venture was completed on April 27, 2018, and included 16 long-term care homes in Ontario. In each case, the joint venture acquired the homes from Revera and Revera will continue to provide management functions at the homes.
The acquisition transaction required approvals from a number of third parties, including health ministries and various regional health authorities in Ontario, Manitoba, Alberta and British Columbia, existing mortgage lenders, Canada Mortgage and Housing Corp. and the Competition Bureau.
Axium manages dedicated infrastructure funds having approximately $2.8 billion in assets under management as of December 31, 2017, as well as $1.2 billion in co-investments.
Revera is a leading owner, operator, manager 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 55,000 seniors. The company offers seniors’ apartments, independent living, assisted living, memory care and long-term care.
Axium was represented in-house by Jean Eric Laferrière, Senior Vice President, General Counsel and Corporate Secretary and by Julie Chabot, Vice-President, Legal Affairs.
Torys LLP represented Axium with a team that included Graham Rawlinson, Simon Knowling, Andrew Bedford, Nooreen Bhanji, Josh Daniels, Christine Innes, Tyrel Henderson and Carleigh Kennedy (corporate/real estate/regulatory), Corrado Cardarelli (tax), Omar Wakil (competition), Richard Missaghie (debt), and Mitch Frazer and Tom Stevenson (employment).
Revera was represented in-house by Frank Cerrone, Senior Vice President, General Counsel and Secretary; Erin Porter, Vice President, Legal Services & Assistant Secretary; and Lauren MacLeod, Corporate Counsel and Assistant Privacy Officer.
Goodmans LLP represented Revera with a team led by Michelle Roth (corporate, REOC/REITs, banking & finance and healthcare) that included Mark Spiro and Gail Jaffe (corporate and REOC/REITs), Jon Northup and Ken Saddington (tax and funding), Karen Vadasz, Jennifer Ehrlich, Samantha Reburn, Rosel Kim, Sophie Langlois and Laura Magisano (corporate, banking & finance and healthcare), Ira Barkin (real estate), David Nadler and Danielle Knight (banking & finance), Richard Annan (competition) and John Alton (pensions & benefits).
Cassels Brock & Blackwell LLP represented lenders, First National Financial GP Inc., Scotia Mortgage Corporation, CMLS Financial Ltd., VersaBank, Peoples Trust Company and The Great-West Life Assurance Company with a team that included Jonathan Freeman, David Redmond, Ross Ramgoolam (real estate) and Amanda Scolieri (corporate).
McCarthy Tétrault LLP represented Canadian Imperial Bank of Commerce with respect to a term loan facility with a team that included Jonathan See (corporate) and Danny McMullen (real estate).
Borden Ladner Gervais LLP acted as external counsel to Alberta Health Services (AHS) with a team that included Louise Lee and Bill Woodhead (corporate). AHS was represented in-house by Jill Curtis, Legal Counsel, Commercial Law and Kristen Long, Legal Counsel, Commercial Law.
DLA Piper (Canada) LLP represented Vancouver Island Health Authority and Fraser Health Authority with a team that included Catherine Gibson, Jonathan McKee and Peter Rowntree (corporate/real estate and healthcare).
The Ministry of Health and Long-Term Care (MOHLTC) was represented in-house by Michael Orr, Senior Counsel.
The Winnipeg Regional Health Authority was represented in-house by Elisabeth Olson, Associate General Counsel and Daniel Ryall, Interim General Counsel.