Chartwell announces $ 175 million public offering
Not for distribution to United States news services or for distribution in the United States
MISSISSAUGA, Ontario, August 16, 2021 (GLOBE NEWSWIRE) – Chartwell Retirement Residences (TSX: CSH.UN) (“Chartwell“or the”Confidence“) announced today that it has entered into an agreement with a syndicate of underwriters led by BMO Capital Markets, RBC Capital Markets and CIBC World Markets (collectively the”Subscribers“) issue to the public on a bought deal basis 13,470,000 trust units (“Trust units“), representing gross proceeds of approximately $ 175 million, priced at $ 13.00 per Trust Unit (the”Offer“). BMO Capital Markets and RBC Capital Markets will act as joint bookkeepers for this offering. Chartwell has also granted the Underwriters an Over-Allotment Option allowing them to purchase up to an additional 15% of the Trust Units offered under the Offering on the same terms and conditions, exercisable at any time, in whole or in party, up to 30 days after the closing of the Offer.
Chartwell intends to use the net proceeds of the Offering to repay debt and fund development and capital expenditures with the remainder being intended to fund future acquisitions and developments and for general trust purposes. Pro forma of the placement and intended use of the proceeds, Chartwell’s consolidated debt to aggregate adjusted assets ratio as of June 30, 2021 is expected to be reduced by approximately 340 basis points to approximately 49.4%.
âSince the start of the COVID-19 pandemic, we have focused on the health and safety of our residents, their families and our staff and we continue to be vigilant in our infection prevention and control protocols. today. With the high vaccination rates of our residents and staff, as well as in society at large, we are seeing a relaxation of restrictions related to the pandemic. As a result, our website traffic, first contacts, personalized visits and accommodations have gradually increased, indicating the start of a resumption of occupation in the coming months â, said Vlad Volodarski, Managing Director. âWe believe it is prudent at this time to raise additional equity to repay debt and provide the flexibility to invest in value creation initiatives within our real estate portfolio, the development of new residences and , potentially, future acquisitions. “
The offering is being made in accordance with Chartwell’s short form base shelf prospectus dated December 6, 2019 (the âReference prospectus“). The terms of the offering will be described in a prospectus supplement (the âBrochure supplementâ) To be filed with the Canadian securities regulatory authorities in each of the provinces of Canada. The placement is expected to close on or about August 25, 2021 and is subject to customary conditions, including the approval of the Toronto Stock Exchange. The prospectus supplement and the base shelf prospectus contain important detailed information about the Trust and the proposed offering. Prospective investors should read the Prospectus Supplement, Base Shelf Prospectus and other documents that the Trust has filed before making an investment decision. Copies of the Prospectus Supplement, after filing, and the Base Shelf Prospectus will be available on SEDAR at www.sedar.com.
The Trust Units have not been and will not be registered under the United States Securities Act of 1933, as amended (the “Law of 1933“), or any state securities law, and therefore may not be offered, sold or delivered, directly or indirectly, in the United States of America (the”United States“), its possessions and other matters under its jurisdiction, except by virtue of a derogation from the registration obligations of the 1933 Act. This press release does not constitute an offer to sell or a solicitation of an offer to sell. purchase of trust units in the United States.
Chartwell is an unincorporated open-ended real estate trust that indirectly owns and operates a full range of senior housing communities, from independent living with supportive services to assisted living and long-term care. It is the largest operator in the Canadian senior living industry with more than 200 quality retirement communities in four provinces. Chartwell is committed to upholding its vision of improving people’s lives and providing a happier, healthier and more fulfilling living experience for its residents. For more information, visit www.chartwell.com.
This press release contains forward-looking information that reflects management’s current expectations, estimates and projections regarding future results, performance, achievements, prospects or opportunities for Chartwell and the senior housing industry. Forward-looking information can generally be identified by the use of words such as âanticipateâ, âcontinueâ, âestimateâ, âexpectâ, âanticipateâ, âintendâ, âcouldâ, â will â,â plan â,â plan â,â should â,â believe âand similar expressions. Forward-looking statements contained in this press release include statements relating to expectations regarding the timing of completion of the offering, the intended use of the net proceeds of the offering and the pro forma ratio of consolidated debt to aggregate adjusted assets. Forward-looking statements are based on a number of assumptions and are subject to a number of known and unknown risks and uncertainties, many of which are beyond our control, and which could cause actual results to differ materially from those which are disclosed or implied. by such forward-looking statements. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those expected or estimated in such statements. Therefore, readers should not place undue reliance on forward-looking information. See âRisks and Uncertaintiesâ section in Chartwell’s MD&A on Analysis of Results of Operations and Financial Condition for the Year Ended December 31, 2020 and in the MD&A and Analysis of Results Chartwell’s operating and financial condition for the three and six months ended June. 30, 2021 (“Management report Q2 2021), And in documents filed with securities regulators in Canada from time to time, including, but not limited to our most recent annual information form and in the prospectus supplement to be filed in connection with the offering . Except as required by law, Chartwell does not intend to update or revise forward-looking statements, whether as a result of new information, future events or for any other reason.
Chartwell’s consolidated financial statements are prepared in accordance with International Financial Reporting Standards (âIFRS“). Management uses certain financial measures to assess the financial performance of Chartwell, which are measures not defined in generally accepted accounting principles (“GAAPâ) Under IFRS. Chartwell’s outstanding credit agreements and debentures contain numerous financial covenants. The calculation of the pro forma Consolidated Debt to Total Adjusted Assets ratio in this press release is based on the definitions of various financial measures as reflected in the Chartwell Deed Governing the Outstanding Debentures and may not not be comparable to similar measures used by other entities or to any measure in accordance with GAAP. For a complete description of some of these covenants, please refer to the MD&A for the second quarter of 2021 available on Chartwell’s website and at www.sedar.com.
Chartwell Retirement Residences
Phone. : (905) 501-9219