NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES
TORONTO, March 23, 2022 (GLOBE NEWSWIRE) — 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
