Health Care REIT acquires HealthLease Properties REIT

HealthLease Properties Real Estate Investment Trust (HealthLease) was acquired by Health Care REIT, Inc. (HCN) for $14.20 (US$13.01) per unit in cash, representing an aggregate transaction value of approximately $1 billion (US$950 million). HealthLease's portfolio consisted of 53 properties (14 in two Canadian provinces and 39 in eight US states) of seniors housing, post-acute care and long-term care facilities.

The acquisition was completed pursuant to a court-approved plan of arrangement under the Business Corporations Act (Alberta).

HCN has entered into a partnership with Mainstreet Property Group (Mainstreet) to acquire 17 seniors housing and post-acute development properties for approximately US$369 million. HCN has also concurrently entered into an agreement with Mainstreet to provide mezzanine financing and receive purchase rights at HCN's option for an additional 45 seniors housing and post-acute healthcare development properties representing approximately US$1.0 billion.

HealthLease was represented by Goodmans LLP with a team led by Stephen Pincus and including Mark Spiro, Gail Jaffe and Chat Ortved (corporate/M&A); Jon Northup, Jarrett Freeman and Ken Saddington (tax); Michelle Roth, Ira Barkin, Jeffrey Shore, David Wallace, Jennifer Ehrlich and Andrea Bettello (lending, healthcare and regulatory); Tom Friedland and Peter Kolla (litigation); Joel Schachter (Investment Canada Act); Richard Annan and Gail Jaffe (competition); and in Alberta by Adam Merrick, Doug Ballou, Josie Saab, Janelle Wilson (real estate and corporate) of MacPherson Leslie & Tyerman LLP and Jeffrey Sharpe (litigation) of Burnet, Duckworth & Palmer LLP.

HCN was represented in-house by Megan Wolfinger, Counsel; and assisted in the United States by Sidley Austin LLP with a team that included David Zampa, Matthew McQueen, Brendan Bowes and Matthew Stoker (corporate/M&A) and Paul Monson, Anthony Aiello, Molly Novy and Katie Cooperman (real estate); by Shumaker, Loop & Kendrick LLP that included a team led by Mary Ellen Pisanelli and including Zachary Madden and Nicholas Malone (corporate/M&A); Cynthia Rerucha (real estate) and Michael O'Callaghan and Mark Mercer (environmental); by Arnold & Porter LLP, as special REIT tax counsel with a team that included Joseph Howe III, Cynthia Mann and Josh Scala; and represented in Canada by Borden Ladner Gervais LLP with a team led by Paul Mingay and including Jason Saltzman and Andrew Bunston (corporate/M&A); Shelley Munro (lending); Serge Lakatos, Kerry Burgi and Travis McArthur (real estate); Stephen Fyfe and Steve Suarez (tax); Subrata Bhattacharjee, Neil Morgan and Jon Smithen (competition/Investment Canada Act) and John Blair (litigation).

Mainstreet was represented in-house by General Counsel, Christopher Lukaart and Associate General Counsel, Julie Elliott; and assisted in Canada by Blake, Cassels & Graydon LLP with a team that included Eric Moncik, Will Fung, Michael Gans, Robert Agar, Kenneth Prichard and Robert Seager (corporate/M&A).