NorthWest Healthcare Properties REIT Announces $165 Million Equity Financing
March 23 2022 - 3:32PM
NorthWest Healthcare Properties Real Estate Investment Trust (TSX:
NWH.UN) (“NorthWest” or the “REIT”) announced today a public
offering, on a "bought deal" basis, of 10,870,000 trust units (the
“Units”) at a price of $13.80 per Unit (the “Offering Price”)
representing gross proceeds of approximately $150 million (the
"Public Offering"). The Public Offering is being made through a
syndicate of underwriters co-led by Scotiabank and RBC Capital
Markets.
The REIT has also granted the underwriters the
option to purchase up to an additional 1,630,500 Units to cover
over-allotments, if any, exercisable in whole or in part anytime up
to 30 days following closing of the Public Offering.
Concurrently with the Public Offering, the REIT
has also entered into an agreement to sell 1,086,955 trust units to
NorthWest Value Partners Inc. (“NWVP”), NorthWest's largest
unitholder, on a non-brokered private placement basis at the
Offering Price for gross proceeds of approximately $15 million (the
“Private Placement”, and together with the Public Offering, the
“Offering”). NWVP currently holds an approximate 13.1% interest in
NorthWest and is wholly-owned by Paul Dalla Lana, Chairman and CEO
of the REIT. Upon closing of the Private Placement, which is
expected to occur in May 2022, NWVP will hold an approximate 12.9%
effective interest in the REIT through ownership of trust units and
Class B LP units (or approximately 12.8% assuming the exercise in
full of the over-allotment option).
The REIT intends to use the net proceeds of the
Offering to partially fund its previously announced binding
agreement to acquire a portfolio of US healthcare real estate for
$764.3 million, as described in its March 15, 2022 press release
(the “US Acquisition”). The remaining proceeds, if any, will be
used to fund future acquisitions, to repay amounts outstanding on
its credit facilities and for general trust purposes.
Pro forma the US Acquisition and the Offering, NorthWest’s
proportionate leverage is expected to increase by 400 bps from
approximately 48.6% to approximately 52.6% and is expected to be
accretive on a leverage neutral basis. As the REIT executes on its
strategic initiatives, including the planned UK joint venture which
is expected to generate over $350 million in net proceeds,
proportionate leverage is expected to decrease by 590 bps to
approximately 46.7% and in line with the REIT’s previously stated
targets.
About the Offering
The Offering is subject to normal regulatory
approvals, including approval of the Toronto Stock Exchange. The
Public Offering is expected to close on or about March 31, 2022 and
the Private Placement is expected to close in May 2022.
The Units issued under the Public Offering will
be offered pursuant to the REIT's base shelf prospectus dated
November 27, 2020. The terms of the Offering will be described in a
prospectus supplement to be filed with securities regulators in all
provinces and territories of Canada and may also be offered by way
of private placement in the United States.
The securities offered have not been registered
under the U.S. Securities Act of 1933, as amended, and may not be
offered or sold in the United States absent registration or an
applicable exemption from the registration requirements. This press
release shall not constitute an offer to sell or the solicitation
of an offer to buy nor shall there be any sale of the securities in
any jurisdiction in which such offer, solicitation or sale would be
unlawful.
About NorthWest Healthcare Properties
Real Estate Investment Trust
NorthWest Healthcare Properties Real Estate
Investment Trust (TSX:NWH.UN) is an unincorporated, open-ended real
estate investment trust established under the laws of the Province
of Ontario. As at Q4-2021 and pro forma the US Acquisition, the
REIT provides investors with access to a portfolio of high quality
international healthcare real estate infrastructure comprised of
interests in a diversified portfolio of 224 income-producing
properties and over 17.6 million square feet of gross leasable area
located throughout major markets in Canada, Brazil, Europe,
Australia and New Zealand. The REIT's portfolio of medical office
buildings, clinics, and hospitals is characterized by long term
indexed leases and stable occupancies. With a fully integrated and
aligned senior management team, the REIT leverages over 250
professionals across 11 offices in eight countries to serve as a
long term real estate partner to leading healthcare operators.
Forward Looking Information
This press release contains "forward-looking
statements" within the meaning of applicable securities laws,
including statements about the Offering and the proposed use of
proceeds thereof, the expected closing of the Private Placement and
the US Acquisition, NWVP’s expected ownership levels, the planned
UK joint venture, and pro forma and expected leverage levels. The
forward-looking statements in this news release are based on
certain assumptions, including without limitation that all
conditions to completion of the Offering will be satisfied or
waived, and that the REIT will be able to complete the US
Acquisition and planned UK joint venture on the terms previously
proposed and disclosed. These forward-looking statements are
subject to a number of risks and uncertainties that could cause
actual results or events to differ materially from current
expectations including the risk that the Offering, the US
Acquisition and the planned UK joint venture will not be completed
on the terms proposed or at all; or that other developments may
arise that result in the REIT having to further increase its
leverage. The statements in this news release are made as of the
date of this release. Although the REIT believes that the
assumptions inherent in the forward-looking statements are
reasonable, forward-looking statements are not guarantees of future
performance and, accordingly, readers are cautioned not to place
undue reliance on such statements due to the inherent uncertainty
therein. A discussion of the risk factors applicable to the REIT is
contained under the heading "Risk Factors" in the REIT's annual
information form dated March 29, 2021, a copy of which may be
obtained on the SEDAR website at www.sedar.com.
These securities have not been and will not be
registered under the United States Securities Act of 1933, as
amended (the “U.S. Securities Act”), or any state securities laws
and may not be offered or sold in the United States or to U.S.
persons except in compliance with the registration requirements of
the U.S. Securities Act and applicable state securities laws or
pursuant to an exemption therefrom. Accordingly, this news release
does not constitute an offer for sale of securities in the United
States.
For Further Information:Paul
Dalla Lana CEO, NorthWest Healthcare Properties REIT(416) 366-8300
x1001
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