Sienna Senior Living Inc. (Sienna) (TSX:SIA) completed the acquisition of ten high-quality private-pay independent supportive living and assisted living retirement residences in Ontario for an aggregate purchase price of approximately $382 million. The acquired properties consisted of 1,245 private-pay suites located in the Greater Toronto and Greater Ottawa areas.
The acquisition and related transaction costs were financed through a combination of: (i) the assumption and up financing of approximately $88.2 million in property-level debt at a weighted average interest rate of 3.87 per cent and a weighted average term to maturity of 6.2 years; (ii) a $115 million acquisition term loan facility that Sienna expects to refinance post-closing; (iii) net proceeds of Sienna’s recent bought deal offering which raised gross proceeds of approximately $184 million; and (iv) draws on the Company’s existing credit facilities.
On February 22, 2018, Sienna completed the issuance of 9,066,000 common shares at a price of $17.65 per common share, on a bought deal basis for gross proceeds of $160,014,900. The syndicate of underwriters was led by TD Securities, as sole bookrunner, and BMO Capital Markets, as co-lead underwriter, and included CIBC World Markets Inc., RBC Dominion Securities Inc., Scotia Capital Inc. Canaccord Genuity Corp., National Bank Financial Inc., Raymond James Ltd., Echelon Wealth Partners Inc. and Industrial Alliance Securities Inc. The underwriters exercised their over-allotment option in full, resulting in the issuance of 1,359,900 common shares for gross proceeds of $24,002,235. The aggregate gross proceeds raised pursuant to the offering, including the exercise of the over-allotment option, was $184,017,135.
Sienna is a leading seniors’ living provider with 85 seniors’ living residences in key markets in Canada. Sienna offers a full range of seniors’ living options, including independent and assisted living, long-term and residential care, and specialized programs and services. Sienna also provides expert management services.
Sienna was represented in-house with respect to the acquisition and offering by Hellen Siwanowicz, Legal Counsel.
With respect to the acquisition, Sienna was represented by Goodmans LLP with a team led by Michelle Roth and including Bill Gorman, Money Khoromi and Jennifer Ehrlich (corporate), David Nadler and Karen Vadasz (banking), Ira Barkin and Tyler D’Angelo (real estate), Michael Royal (tax) and Richard Annan (competition).
The Sellers were represented by Torys LLP with a team that included Simon Knowling, Graham Rawlinson, Nooreen Bhanji, Richard Missaghie (real estate/corporate), Molly Reynolds (privacy), Omar Wakil (competition), Kevin Tuohy (intellectual property) and Mitch Frazer and Tom Stevenson (employment).
With respect to the offering, Sienna was represented by Goodmans LLP with a team led by Bill Gorman and including Michelle Roth, Money Khoromi (corporate/securities) and Michael Royal (tax); and in the United States by Dorsey & Whitney LLP with a team that included Richard Raymer and Sudeep Simkhada (securities).
The underwriters were represented by Blake, Cassels & Graydon LLP with a team that included William Fung, Matthew Merkley and Chris Barker (corporate/securities) and Paul Stepak and Ian Caines (tax).