Macquarie and Leisureworld Acquire Long-Term Care Portfolio from Counsel Corporation

On January 31, 2008, following regulatory approval from the Ontario Ministry of Health and Long-Term Care, Leisureworld Senior Care LP (“Leisureworld”) completed the acquisition from Counsel Corporation (“Counsel”) of Vigour Limited Partnership, the owner of seven long-term care homes, as well as related real property assets. The seven Class C homes, representing 1,127 beds and approximately 1,200 employees, are located in Scarborough, Mississauga, Streetsville, North York, Brampton and Ingersoll, Ontario. With the completion of this transaction, Leisureworld is now the third largest provider of long-term care in Ontario. The $67 million acquisition, plus transaction and home refurbishment costs, was financed through a credit facility made available by the Bank of Montreal to Leisureworld.

Macquarie Power & Infrastructure Income Fund owns a 45 per cent interest in Leisureworld, with the balance owned by Macquarie Group Limited.

Stu Miller, Senior Vice President and General Counsel of Macquarie North America, led the Macquarie and Leisureworld legal team. Macquarie and Leisureworld were assisted by a team from Goodmans LLP headed up by Michelle Roth (M&A/health law). With respect to the acquisition of the homes, the Goodmans LLP team included Jeff Shore (M&A/real estate), Gail Jaffe, Jennifer Suess and James Rickert (M&A/health law), Alan Bowman and Glenn Ernst (tax), Richard Annan (competition), Jana Steele (pensions) and Joe Morrison (employment). With respect to the financing, the Goodmans LLP team, led by Jay Feldman, included Susan Zimmerman and Greg Aronson (finance). Chris Huband of Blake, Cassels and Graydon LLP represented Leisureworld on title matters.

Counsel was represented by Adam Levy, Corporate Counsel and Senior Vice President of Corporate Development and was assisted by a team from Fogler, Rubinoff LLP, led by Ray Gelgoot and William Berger, and included Lori Axelrod and Matthew Norris (M&A/corporate), Leneo Sdao and Barb Schechter (real estate), and Ian MacInnis (tax). John Atchison of Gardiner Roberts LLP represented Counsel with respect to certain regulatory matters.

The Ministry of Health and Long-Term Care was represented by Counsel Michael Orr, Legal Services Branch.

Davies Ward Phillips & Vineberg LLP represented the Bank of Montreal under the credit facility with a team that included Carol Pennycook and Darren Wasylucha (finance) and Jeffrey Lem (real estate).