Sienna Senior Living Announces Significant Expansion in Its Core Market and $160 Million Bought Deal Public Offering of Common Shares
MARKHAM, ONTARIO–(Marketwired – Jan. 22, 2018) -
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
- Acquisition of ten high quality private-pay retirement residences located primarily in the Greater Toronto Area and the Greater Ottawa Area
- Private-pay retirement suites to grow by 63% and represent approximately 44% of pro forma Net Operating Income (“NOI“)
- Enhanced growth prospects going forward to drive continued value creation for shareholders
- Accretive to Adjusted Funds From Operations (“AFFO“) per common share in the first full fiscal year post closing
Sienna Senior Living Inc. (“Sienna” or the “Company“) (TSX:SIA) announced today that it has entered into an agreement (the “Acquisition Agreement“) to acquire a portfolio of ten seniors housing assets in Ontario (the “Acquisition“), consisting of high quality private-pay independent supportive living (“ISL“) and assisted living (“AL“) retirement residences (the “Acquired Properties“).
The Acquired Properties consist of 1,245 private-pay suites. The properties are all well located in growing, affluent communities primarily in the Greater Toronto Area and the Greater Ottawa Area. All suites are post-2000 construction or recently renovated with occupancy of approximately 93.6% as at December 31, 2017.
The aggregate purchase price for the Acquired Properties is approximately $382 million (the “Purchase Price“). The implied capitalization rate on 2018 NOI is approximately 6.1% as estimated by the Company.
“This Acquisition is expected to further strengthen Sienna’s high quality retirement portfolio, enhance our growth profile and drive long-term value creation for our shareholders. The Acquired Properties are leaders in their respective markets with unique programs and services in place and have over 750 team members who are experienced in seniors living and will further strengthen Sienna’s team and operating platform,” said Lois Cormack, President and Chief Executive Officer of Sienna.
Completion of the Acquisition is subject to customary closing conditions for transactions of this nature, including the receipt of all necessary third party (including lenders) consents and approvals, and pursuant to the Competition Act (Canada). Sienna expects the completion of the Acquisition to occur during the second quarter of 2018.
DESCRIPTION OF THE ACQUIRED PROPERTIES
The Acquired Properties are high quality, private-pay retirement residences located in growing Ontario markets. Sienna expects to capitalize on the growing demand for quality seniors housing in each community and the efficiencies available through operating the Acquired Properties together with its other owned and managed retirement residences and care communities in Ontario. The Acquired Properties were all built to the highest quality standards, offer a range of sought after amenities and services and maintain high occupancy producing stable and growing cash flow. Three of the Acquired Properties have excess land for future potential expansion.
The following table summarizes key information about the Acquired Properties:
|Property||Location||ISL||AL||Total||Year Built / Expanded
|Villa Da Vinci||Vaughan||92||32||124||2001|
|Doon Village||Kitchener||97||-||97||2004 / 2012|
|St. Catharines Place||St. Catharines||80||87||167||1987 / 2008|
|Island View Retirement Suites||Arnprior||107||-||107||2003 / 2007|
|Carolina Suites||Perth||140||-||140||2000 / 2003 / 2013|
|Quinte Gardens||Belleville||183||52||235||2007 / 2009|
BENEFITS OF THE ACQUISITION
Significant Growth of Private-Pay Retirement Residences
The Acquisition continues to enhance the size and quality of Sienna’s retirement portfolio and increases its exposure to the private-pay market, growing the retirement suite count by 63%. On a pro forma basis, after giving effect to the contribution from the Acquired Properties and the recent acquisitions of Waterford Barrie and Waterford Kingston, Sienna’s retirement portfolio will represent approximately 44% of NOI, up from approximately 33%.
Large Portfolio of High Quality, Stable Retirement Communities
The Acquired Properties are strategically located principally in primary and secondary markets in Ontario. Each property is well positioned within its respective market with strong local reputations and located with excellent visibility and access to major thoroughfares. The Acquired Properties offer an extensive suite of sought after amenities and services. In addition, the Acquired Properties are well-maintained and possess a track record of strong financial performance and stable occupancy. In order to further enhance the high quality of the Acquired Properties, the Company intends to allocate approximately $3 million for further capital improvements to be completed in the near term following closing of the Acquisition.
Enhanced Growth Profile
The Acquisition gives Sienna meaningful near-term and long-term organic growth opportunities, including operating efficiency across Sienna’s Ontario portfolio where it has a strong existing presence. Each of the Acquired Properties offers assisted living services. Additionally, four of the Acquired Properties have dedicated assisted living neighbourhoods. The spectrum of service offering allows residents to maintain their independence while providing incremental access to supportive services, allowing residents to age-in-place, and furthers Sienna’s goal of meeting the growing demand among seniors for a variety of needs as a diversified seniors housing provider. The Acquisition further enhances the Company’s overall growth profile as the larger pro forma private-pay retirement segment is expected to generate NOI growth rates exceeding those of the funded segment. Additionally, the excess land at three of the Acquired Properties represents future incremental development potential of additional private-pay ISL/AL suites.
Accretive to AFFO per Common Share
The Acquisition is accretive to Sienna’s AFFO per common share in the first full fiscal year post closing.
The Acquisition and related transaction costs are being financed through a combination of: (i) the assumption of approximately $76 million in existing mortgages, at a weighted average interest rate of 4.0% and a weighted average term to maturity of 6.3 years; (ii) a $163 million acquisition term loan facility that the Company expects to refinance post closing; (iii) net proceeds of the Offering (as defined below); and (iv) draws on the Company’s existing credit facilities. Following the closing of the Acquisition, the Company’s Debt to Gross Book Value ratio is expected to remain unchanged from September 30, 2017 at approximately 52%, inclusive of the Company’s convertible debentures.
DESCRIPTION OF PUBLIC OFFERING
Sienna has entered into an agreement with a syndicate of underwriters (the “Underwriters“) led by TD Securities Inc., as sole bookrunner and co-led by BMO Capital Markets, under which the Underwriters have agreed to buy, on a bought deal basis, 9,066,000 common shares of the Company (the “Common Shares“) at a price of $17.65 per Common Share (the “Offering Price“) for gross proceeds of approximately $160 million (the “Offering“). The Company has also granted the Underwriters an option (the “Over-Allotment Option“) to purchase up to an additional 1,359,900 Common Shares at the Offering Price to cover the Underwriters’ over-allocation position, if any, exercisable, in whole or in part, no later than 30 days after the closing of the Offering. If the Over-Allotment Option is exercised in full, the gross proceeds will be approximately $184 million.
On or before January 26, 2018, the Company will file with the securities commissions or other similar regulatory authorities in each of the provinces and territories of Canada, a preliminary short form prospectus relating to the issuance of the Common Shares. The Offering is expected to close on or about February 9, 2018, subject to normal regulatory approvals, including approval of the Toronto Stock Exchange.
The securities offered pursuant to the Offering have not and will not be 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 of such Act. This news release shall not constitute an offer to sell or the solicitation of an offer to buy the securities in any jurisdiction.
Goodmans LLP is acting as legal advisor to Sienna in connection with the Acquisition. TD Securities Inc. and Greystone Real Estate Advisors, LLC are acting as financial advisors to the vendor. Torys LLP is acting as legal advisor to the vendor in connection with the Acquisition.
ABOUT SIENNA SENIOR LIVING INC
Sienna Senior Living Inc. (TSX:SIA) is a leading seniors’ living provider with 75 seniors’ living residences in key markets in Canada. Sienna offers a full range of seniors’ living options, including independent and assisted living, long-term care, and specialized programs and services. Sienna also provides expert management services. Sienna is committed to national growth, while driving long-term value for shareholders. The Company’s more than 11,000 employees are passionate about helping residents live fully every day, and were the driving force behind Sienna being named one of Canada’s Most Admired Corporate Cultures in 2017. For more information, please visit www.siennaliving.ca.
This news release contains forward-looking information based on management’s current expectations, estimates and projections about the future results, performance, achievements, prospects or opportunities for Sienna. Forward-looking statements include: the Company’s intention to complete the Offering and the timing thereof; successful closing of the Acquisition and the timing thereof; the expected benefits of the Acquisition to Sienna shareholders, including that the Acquisition is anticipated to be accretive to the Company’s AFFO per common share; expected future growth; the financing of the Acquisition through the assumption of existing debt, a new acquisition term loan that the Company expects to refinance post closing; the ability of the Company to refinance such term loan post closing; the expected proportion of Sienna’s NOI that will be represented by Sienna’s retirement portfolio following the closing of the Acquisition; the expected Debt to Gross Book Value ratio following the closing of the Acquisition and the anticipated closing dates of the Offering and the Acquisition. Forward-looking statements are based upon 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 that could cause actual results to differ materially from those that are disclosed in or implied by such forward-looking statements.
The forward-looking statements in this news release are based on information currently available and what management currently believes are reasonable assumptions, including the funding of long-term care facilities by government entities. Material factors or assumptions that were applied to drawing a conclusion or making an estimate set out in forward-looking statements include: the views of management of Sienna regarding current and anticipated market conditions; expected government priorities and spending; absence of material changes to government and environmental regulations affecting Sienna’s operations; management’s views as to demographic trends; Sienna’s ability to maintain good relationships with unionized employees; the successful completion of the Acquisition and the financing thereof, and the financial and operating attributes of Sienna and the Acquired Properties as at the date hereof.
Although management believes that it has a reasonable basis for the expectations reflected in these forward-looking statements, actual results may differ from those suggested by the forward-looking statements for various reasons. The assumptions, risks and uncertainties described above are not exhaustive and other events and risk factors could cause actual results to differ materially from the results and events discussed in the forward-looking statements. These forward-looking statements reflect current expectations of Sienna as at the date of this news release and speak only as at the date of this news release. Sienna does not undertake any obligation to publicly update or revise any forward-looking statements except as may be required by applicable law.
There can be no assurance that forward-looking information will prove to be accurate, as actual results could differ materially from those expected, estimated or implied by such statements. Accordingly, readers should not place undue reliance on forward-looking information. These factors are more fully described under “Risk Factors” in the short form prospectus, in the “Risk Factors” section of Sienna’s most recent management’s discussion and analysis, and in materials filed with the securities regulatory authorities in Canada from time to time, including, but not limited to, the Company’s most recent annual information form.
Certain terms used in this news release, such as AFFO per common share and NOI, are not measures defined under International Financial Reporting Standards (“IFRS“) and do not have standardized meanings prescribed by IFRS. AFFO and NOI should not be construed as alternatives to “net income (loss) from continuing operations” or “cash flow from operating activities” determined in accordance with IFRS as indicators of the Company’s performance. The Company’s method of calculating AFFO and NOI may differ from other issuers’ methods and accordingly, these measures may not be comparable to measures used by other issuers. The Company believes that NOI is useful in the assessment of its operating performance, and AFFO is a relevant measure of its ability to earn cash and pay dividends on its common shares. The definitions of these non-IFRS measures and an example of the reconciliation of AFFO to the most directly comparable IFRS measure are provided in the Company’s most recent management’s discussion and analysis.
AVAILABILITY OF DOCUMENTS
Copies of related documents, such as the preliminary short form prospectus, underwriting agreement and marketing materials, will be available on SEDAR (www.sedar.com) as part of the public filings of Sienna.
President & Chief Executive Officer
Chief Financial Officer & Chief Investment Officer